10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
			FORM 10-Q
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 27, 2012
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the transition period from _________ to ________
Commission File Number: 1-3011
		THE VALSPAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		36-2443580
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
901 3rd Avenue South
	Minneapolis, MN 55402
(Address of principal executive offices, including zip code)

	612/851-7000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x Yes     o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. x Yes     o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. o Yes     x No

As of May 29, 2012, The Valspar Corporation had 91,214,980 shares of common stock outstanding, excluding 27,227,644 shares held in treasury. We had no other classes of stock outstanding.

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THE VALSPAR CORPORATION

Index to Form 10-Q
for the Quarter Ended April 27, 2012

PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets – April 27, 2012, October 28, 2011 and April 29, 2011	2 - 3
	Condensed Consolidated Statements of Operations – Three months and six months ended April 27, 2012 and April 29, 2011	4
	Condensed Consolidated Statements of Cash Flows – Six months ended April 27, 2012 and April 29, 2011	5
	Notes to Condensed Consolidated Financial Statements – April 27, 2012	6 - 15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 – 21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 4.	Mine Safety Disclosures	23
Item 6.	Exhibits	23
SIGNATURES		23

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

ASSETS	April 27, 2012			October 28, 2011			April 29, 2011
	(Unaudited)			(Note)			(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	208,491		$	178,167		$	120,051
Restricted cash		21,309			20,378			16,977
Accounts and notes receivable less allowance (4/27/12 - $17,807; 10/28/11 - $14,977; 4/29/11 - $13,839)		738,706			664,855			708,495
Inventories		391,562			336,750			431,237
Deferred income taxes		49,303			50,685			49,850
Prepaid expenses and other		86,812			74,302			79,391
TOTAL CURRENT ASSETS		1,496,183			1,325,137			1,406,001
GOODWILL		1,064,189			1,058,006			1,385,406
INTANGIBLES, NET		555,654			553,286			654,774
OTHER ASSETS		20,382			13,560			14,967
LONG-TERM DEFERRED INCOME TAXES		1,936			1,909			4,902
Gross property, plant and equipment		1,391,052			1,352,282			1,374,828
Less accumulated depreciation		(850,126	)		(804,029	)		(800,976	)
NET PROPERTY, PLANT AND EQUIPMENT		540,926			548,253			573,852
TOTAL ASSETS	$	3,679,270		$	3,500,151		$	4,039,902

NOTE: The Balance Sheet at October 28, 2011 has been derived from the audited consolidated financial statements at that date.

See Notes to Condensed Consolidated Financial Statements

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THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

LIABILITIES AND STOCKHOLDERS’ EQUITY	April 27, 2012			October 28, 2011			April 29, 2011
	(Unaudited)			(Note)			(Unaudited)
CURRENT LIABILITIES:
Short-term debt	$	9,138		$	169,516		$	354,467
Current portion of long-term debt		200,000			207,803			—
Trade accounts payable		471,471			463,580			473,794
Income taxes		27,433			17,684			35,579
Other accrued liabilities		347,156			401,350			319,371
TOTAL CURRENT LIABILITIES		1,055,198			1,259,933			1,183,211
LONG-TERM DEBT, NET OF CURRENT PORTION		1,061,875			679,805			903,031
DEFERRED INCOME TAXES		210,352			214,920			263,503
OTHER LONG-TERM LIABILITIES		139,893			132,943			155,316
TOTAL LIABILITIES		2,467,318			2,287,601			2,505,061
STOCKHOLDERS’ EQUITY:
Common Stock (Par Value - $0.50; Authorized – 250,000,000 shares; Shares issued, including shares in treasury – 118,442,624)		59,220			59,220			59,220
Additional paid-in capital		398,664			397,793			383,675
Retained earnings		1,316,997			1,221,750			1,483,767
Accumulated other comprehensive income (loss)		84,941			62,779			128,319
Less cost of common stock in treasury (4/27/12 – 26,892,031 shares; 10/28/11 - 24,888,494 shares; 4/29/11 - 24,822,271 shares)		(647,870	)		(528,992	)		(520,140	)
TOTAL STOCKHOLDERS’ EQUITY		1,211,952			1,212,550			1,534,841
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,679,270		$	3,500,151		$	4,039,902

NOTE: The Balance Sheet at October 28, 2011 has been derived from the audited consolidated financial statements at that date.

See Notes to Condensed Consolidated Financial Statements

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THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	Three Months Ended					Six Months Ended
	April 27, 2012		April 29, 2011			April 27, 2012			April 29, 2011
Net sales	$	1,032,572	$	992,729		$	1,918,219		$	1,835,133
Cost of sales		677,132		677,219			1,269,463			1,260,710
Gross profit		355,440		315,510			648,756			574,423
Research and development		29,442		30,059			56,335			57,883
Selling, general and administrative		195,330		185,935			371,038			353,636
Operating expenses		224,772		215,994			427,373			411,519
Income from operations		130,668		99,516			221,383			162,904
Interest expense		19,288		15,486			35,077			31,045
Other (income)/expense – net		366		(17	)		(156	)		547
Income before income taxes		111,014		84,047			186,462			131,312
Income taxes		34,474		27,739			54,140			41,577
Net income	$	76,540	$	56,308		$	132,322		$	89,735
Net income per common share – basic	$	0.83	$	0.60		$	1.43		$	0.94
Net income per common share – diluted	$	0.80	$	0.58		$	1.39		$	0.91
Average number of common shares outstanding
- basic		92,068,366		94,432,627			92,464,748			95,646,147
- diluted		95,094,369		97,497,045			95,342,549			98,570,609
Dividends paid per common share	$	0.20	$	0.18		$	0.40		$	0.36

See Notes to Condensed Consolidated Financial Statements

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THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)

	Six Months Ended
	April 27, 2012			April 29, 2011
OPERATING ACTIVITIES:
Net income	$	132,322		$	89,735
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Depreciation		42,917			41,457
Amortization		3,306			3,723
Stock-based compensation		5,710			3,789
(Gain)/loss on asset divestitures		496			(847	)
Changes in certain assets and liabilities, net of effects of acquired businesses:
(Increase)/decrease in accounts and notes receivable		(67,109	)		(63,596	)
(Increase)/decrease in inventories and other assets		(63,790	)		(59,890	)
Increase/(decrease) in trade accounts payable and other accrued liabilities		(32,861	)		(69,775	)
Increase/(decrease) in income taxes payable		831			(1,956	)
Increase/(decrease) in other deferred liabilities		9,815			831
Settlement of treasury lock contracts		(27,875	)		—
Other		(1,875	)		(2,346	)
Net Cash (Used In)/Provided By Operating Activities		1,887			(58,875	)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(30,085	)		(27,405	)
Cash proceeds on disposal of assets		2,987			3,379
Acquisition of businesses, net of cash acquired		—			(30,579	)
(Increase)/decrease in restricted cash		(931	)		(189	)
Net Cash (Used In)/Provided By Investing Activities		(28,029	)		(54,794	)
FINANCING ACTIVITIES:
Net proceeds from issuance of debt		396,816			—
Net change in other borrowings		(36,376	)		(51,140	)
Net proceeds (repayments) of commercial paper		(153,955	)		344,903
Proceeds from sale of treasury stock		26,180			27,722
Treasury stock purchases		(145,322	)		(218,643	)
Excess tax benefit from stock-based compensation		7,605			5,428
Dividends paid		(37,075	)		(34,483	)
Purchase of equity award shares		(7,614	)		(11,454	)
Net Cash (Used In)/Provided By Financing Activities		50,259			62,333
Increase/(Decrease) in Cash and Cash Equivalents		24,117			(51,336	)
Effect of exchange rate changes on Cash and Cash Equivalents		6,207			3,766
Cash and Cash Equivalents at Beginning of Period		178,167			167,621
Cash and Cash Equivalents at End of Period	$	208,491		$	120,051

See Notes to Condensed Consolidated Financial Statements

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of The Valspar Corporation have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended April 27, 2012 are not necessarily indicative of the results that may be expected for the year ending October 26, 2012.

Subsequent to April 27, 2012, we retired our $200,000 of 5.625% Senior Notes that matured on May 1, 2012. See Note 9 for more information. There were no other subsequent events that require recognition or disclosure.

Certain amounts in the 2011 financial statements have been reclassified to conform to the 2012 presentation. Such reclassifications had no effect on net income or stockholders’ equity as previously reported.

The Condensed Consolidated Balance Sheet at October 28, 2011 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended October 28, 2011.

NOTE 2: ACCOUNTS PAYABLE

Trade accounts payable includes $33,640 at April 27, 2012, $42,502 at October 28, 2011 and $34,483 at April 29, 2011, of issued checks that had not cleared our bank accounts.

NOTE 3: ACQUISITIONS AND DIVESTITURES

In February 2011, we acquired Isocoat Tintas e Vernizes Ltda. (Isocoat), a Brazilian powder coatings business serving customers in Brazil, Argentina and Colombia. The acquisition strengthened our manufacturing, marketing and distribution in a growing region. Isocoat had 2010 sales of approximately $35,000. The acquisition was recorded at fair value in the second quarter of fiscal year 2011. The purchase price allocation was completed in the third quarter of fiscal year 2011. Accordingly, the net assets and operating results are included in our financial statements from the date of acquisition.

In September 2010, we acquired all the outstanding shares of Australian paint manufacturer Wattyl Limited (ASX:WYL) for approximately AUD 142,000 and assumed Wattyl’s existing debt. The acquisition was paid for primarily through the use of existing cash and cash equivalents. Wattyl’s fiscal year 2010 net sales were approximately AUD 386,500. Wattyl distributes leading paint brands through company-owned stores, independent dealers, hardware chains and home centers. The acquisition was recorded at fair value in the fourth quarter of fiscal year 2010. The purchase price allocation was completed in the first quarter of fiscal year 2011. Accordingly, the net assets and operating results are included in our financial statements from the date of acquisition.

Pro forma results of operations for the acquisitions noted above have not been presented, as they were immaterial to the reported results on an individual and combined basis.

NOTE 4: INVENTORIES

The major classes of inventories consist of the following:

	April 27, 2012		October 28, 2011		April 29, 2011
Manufactured products	$	232,056	$	189,754	$	265,892
Raw materials, supplies and work-in-progress		159,506		146,996		165,345
Total Inventories	$	391,562	$	336,750	$	431,237

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

NOTE 5: COMPREHENSIVE INCOME (LOSS)

For the three and six-month periods ended April 27, 2012 and April 29, 2011, comprehensive income (loss), a component of Stockholders’ Equity, was as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net income	$	76,540		$	56,308		$	132,322		$	89,735
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		24,894			25,918			27,099			41,229
Net gain (loss) on financial instruments		(153	)		(1,079	)		(4,937	)		(997	)
Total Comprehensive Income (Loss)	$	101,281		$	81,147		$	154,484		$	129,967

The period end balances of accumulated other comprehensive income (loss), net of tax, were comprised of the following:

	April 27, 2012			October 28, 2011			April 29, 2011
Foreign currency translation	$	179,890		$	152,791		$	201,195
Pension and postretirement benefits, net		(84,432	)		(84,432	)		(79,100	)
Unrealized gain (loss) on financial instruments		(10,517	)		(5,580	)		6,224
Accumulated Other Comprehensive Income (Loss)	$	84,941		$	62,779		$	128,319

NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill as of April 27, 2012 increased from the end of fiscal year 2011 by $6,183 to $1,064,189. The increase is due to foreign currency translation.

Total intangible asset amortization expense for the six months ended April 27, 2012 was $3,306, compared to $3,723 for the same period last year. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets as of April 27, 2012 is expected to be approximately $7,000 annually.

NOTE 7: SEGMENT INFORMATION

Based on the nature of our products, technology, manufacturing processes, customers and regulatory environment, we aggregate our operating segments into two reportable segments: Coatings and Paints. We are required to report segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources. We evaluate the performance of operating segments and allocate resources based on profit or loss from operations before interest expense and taxes (EBIT).

The Coatings segment aggregates our industrial and packaging product lines. Industrial products include a broad range of decorative and protective coatings for metal, wood and plastic. Packaging products include both interior and exterior coatings used in metal packaging containers, principally food containers and beverage cans. The products of this segment are sold throughout the world.

The Paints segment aggregates our consumer paints and automotive refinish product lines. Consumer paint products include interior and exterior decorative paints, primers, varnishes, high performance floor paints and specialty decorative products, such as enamels, aerosols and faux varnishes for the do-it-yourself and professional markets primarily in Australia, China and North America. Automotive paint products include refinish paints and aerosol spray paints sold through automotive refinish distributors, body shops and automotive supply distributors and retailers.

Our remaining activities are included in All Other. These activities include specialty polymers and colorants that are used internally and sold to other coatings manufacturers, as well as gelcoats and related products and furniture protection plans. Also included within All Other are our corporate administrative expenses. The administrative expenses include amortization expense, certain environmental-related expenses and other expenses not directly allocated to any other operating segment.

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

It is not practicable to obtain the information needed to disclose revenues attributable to each of our identified product lines within our reportable segments.

In the following table, sales between segments are recorded at selling prices that are below market prices, generally intended to recover internal costs. Segment EBIT includes income realized on inter-segment sales. Comparative second quarter and year-to-date results on this basis are as follows:

	Three Months Ended						Six Months Ended
		April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net Sales
Coatings	$	540,825		$	509,136		$	1,035,474		$	965,525
Paints		426,311			418,380			765,868			754,331
All Other		102,081			93,508			183,936			168,378
Less Intersegment Sales		(36,645	)		(28,295	)		(67,059	)		(53,101	)
Total Net Sales	$	1,032,572		$	992,729		$	1,918,219		$	1,835,133
EBIT
Coatings	$	89,124		$	59,913		$	162,996		$	110,738
Paints		49,322			38,964			72,687			58,477
All Other		(8,144	)		656			(14,144	)		(6,858	)
Total EBIT	$	130,302		$	99,533		$	221,539		$	162,357
Interest Expense	$	19,288		$	15,486		$	35,077		$	31,045
Income Before Income Taxes	$	111,014		$	84,047		$	186,462		$	131,312

NOTE 8: DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to manage well-defined interest rate and foreign currency exchange risks. We enter into derivative financial instruments with high-credit-quality counterparties and diversify our positions among such counterparties to reduce our exposure to credit losses. We do not have any credit-risk-related contingent features in our derivative contracts as of April 27, 2012.

At April 27, 2012, we had $6,583 notional amount of foreign currency contracts that mature during fiscal year 2012. These foreign currency contracts have been designated as cash flow hedges with unrealized gains or losses recorded in accumulated other comprehensive income (loss). Realized gains and losses were recognized in other expense (income) when they occurred. At April 29, 2011, we had $6,454 and $3,005 notional amount of foreign currency contracts that matured in fiscal year 2011 and 2012, respectively. There was no material ineffectiveness related to these hedges during the quarter or year-to-date periods ended April 27, 2012 or April 29, 2011.

At April 27, 2012, we had no treasury lock contracts in place. During the first quarter of 2012, we settled $200,000 notional amount of treasury lock contracts as a result of issuing $400,000 of Senior Notes, yielding a pretax loss of $27,875. This loss was recognized net of tax, in accumulated other comprehensive income in the first quarter of fiscal year 2012. The accumulated other comprehensive income amount in our Condensed Consolidated Balance Sheets as of April 27, 2012 represents the unamortized gains and losses, net of tax, from our settled contracts. Unamortized gains and losses are reclassified ratably to interest expense in our Condensed Consolidated Statements of Operations over the term of the related debt. At April 29, 2011, we had $100,000 notional amount of treasury locks to hedge, or lock-in, interest rates on anticipated long-term debt issuances. We designated the treasury locks as cash flow hedges with unrealized gains and losses recorded, net of tax, to accumulated other comprehensive income. The accumulated other comprehensive income amount in our Condensed Consolidated Balance Sheet as of April 29, 2011 represents the unrealized gains and losses, net of tax, from our current contracts and unamortized net gains, net of tax, from our settled contracts. There was no material ineffectiveness related to these hedges for the 2012 and 2011 fiscal periods.

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

At April 27, 2012, we had no interest rate derivative contracts. We had $50,000 notional amount of interest rate derivative contracts that matured in the second quarter of 2011. These contracts were designated as cash flow hedges, to pay fixed rates of interest and receive a floating interest rate based on LIBOR. Prior to maturity, the interest rate derivative contracts were reflected at fair value in the Condensed Consolidated Balance Sheets. Unrealized gains and losses were recorded in accumulated other comprehensive income (loss). Amounts to be received or paid under the contracts were recognized as interest expense over the life of the contracts. There was no ineffectiveness related to these derivatives during the quarter or year-to-date periods ended April 29, 2011.

Our derivative assets and liabilities subject to fair value measurement disclosures are the following:

	Fair Value at April 27, 2012		Fair Value at October 28, 2011		Fair Value at April 29, 2011
	Level 21		Level 21		Level 21
Assets
Prepaid expenses and other:
Foreign currency contracts	$	—	$	3	$	—
Total Assets	$	—	$	3	$	—
Liabilities
Accrued liabilities other:
Foreign currency contracts	$	182	$	—	$	634
Treasury lock contracts		—		20,005		788
Total Liabilities	$	182	$	20,005	$	1,422

¹ The fair value is calculated as 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 (an exit price). Our derivative financial instruments are categorized as Level 2 assets or liabilities as they have observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. The fair market value was estimated using market data for the components of the derivatives financial instruments. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. There were no transfers of derivative financial instruments between Level 1 and Level 2 of the fair value hierarchy as of April 27, 2012, October 28, 2011 or April 29, 2011.

Derivative gains (losses) recognized in AOCI² and on the Condensed Consolidated Statements of Operations for the three and six-month periods ended April 27, 2012 and April 29, 2011, respectively, are as follows:

Three Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(340	)	Other income / (expense), net	$	170
Treasury lock contracts		303		Interest expense		(302	)
Total derivatives designated as cash flow hedges	$	(37	)		$	(132	)
Three Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(383	)	Other income / (expense), net	$	(160	)
Treasury lock contracts		(1,179	)	Interest expense		391
Interest rate derivative contracts		47		Interest expense		(47	)
Total derivatives designated as cash flow hedges	$	(1,515	)		$	184

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

Six Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(186	)	Other income / (expense), net	$	352
Treasury lock contracts		(7,725	)	Interest expense		(145	)
Total derivatives designated as cash flow hedges	$	(7,911	)		$	207

Six Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(269	)	Other income / (expense), net	$	(234	)
Treasury lock contracts		(1,570	)	Interest expense		782
Interest rate derivative contracts		385		Interest expense		(388	)
Total derivatives designated as cash flow hedges	$	(1,454	)		$	160

² Accumulated other comprehensive income (loss) (AOCI) is included on the Condensed Consolidated Balance Sheet in the Stockholders’ Equity section and is reported net of tax. The amounts disclosed in the above table are reported pretax and represent the quarterly derivative activity.

NOTE 9: DEBT AND MONEY MARKET SECURITIES

The tables below summarize the carrying value and fair market value of our outstanding debt. The fair market value of our publicly traded debt is based on observable market prices. Our publicly traded debt is classified as Level 1 securities within the fair value hierarchy as it has observable inputs based on quoted prices (unadjusted) in active markets for identical liabilities. The fair market value of our non-publicly traded debt was estimated using a discounted cash flow analysis based on our current borrowing costs for debt with similar maturities. The carrying values approximate the fair values for our outstanding commercial paper as the maturities are less than three months. Our non-publicly traded debt is classified as Level 2 securities within the fair value hierarchy as it has observable inputs, other than those included in Level 1, based on quoted prices for similar liabilities in active markets, or quoted prices for identical liabilities in inactive markets. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. We did not elect the option to report our debt at fair value in our Condensed Consolidated Balance Sheets.

	April 27, 2012
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	1,200,000	$	1,332,850
Non-publicly traded debt		71,013		70,229
Total Debt	$	1,271,013	$	1,403,079
	October 28, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	888,251
Non-publicly traded debt		257,124		255,807
Total Debt	$	1,057,124	$	1,144,058

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

	April 29, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	898,503
Non-publicly traded debt		457,498		456,005
Total Debt	$	1,257,498	$	1,354,508

Our non-publicly traded debt consists of the following:

	April 27, 2012		October 28, 2011		April 29, 2011
Commercial paper	$	—	$	153,955	$	344,903
Credit facility borrowings		49,145		74,827		89,851
Industrial development bonds		12,502		12,502		12,502
Uncommitted borrowings		9,366		15,840		10,242
Total Non-publicly Traded Debt	$	71,013	$	257,124	$	457,498

In the first quarter of 2012, we issued $400,000 of unsecured Senior Notes that mature on January 15, 2022 with a coupon rate of 4.20%. The net proceeds were $396,816. The public offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. We used the net proceeds for general corporate purposes, including paying down our commercial paper borrowings and subsequent to the end of our second quarter, retiring our $200,000 of 5.625% Senior Notes that matured on May 1, 2012.

Our credit facilities have covenants that require us to maintain certain financial ratios. We were in compliance with these covenants as of April 27, 2012. Our debt covenants do not limit, nor are they reasonably likely to limit, our ability to obtain additional debt or equity financing.

To ensure availability of funds, we maintain uncommitted bank lines of credit sufficient to cover outstanding short-term borrowings. These arrangements are reviewed periodically for renewal and modification.

We invest in short-term securities, including money market funds, with high-credit quality financial institutions and diversify our holdings among such financial institutions to reduce our exposure to credit losses. The fair values of our short-term securities are $109,995, $34,114 and $16,751 as of April 27, 2012, October 28, 2011 and April 29, 2011, respectively. The money market funds are included in our cash and cash equivalents and restricted cash balances with the carrying values approximating the fair values as the maturities are less than three months. These assets are classified as Level 1 inputs under the fair value hierarchy as the fair value is determined using observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. There were no transfers of money market funds between Level 1 and Level 2 of the fair value hierarchy as of April 27, 2012, October 28, 2011 or April 29, 2011.

Restricted cash represents cash that is restricted from withdrawal. As of April 27, 2012, October 28, 2011 and April 29, 2011, we had restricted cash of $21,309, $20,378 and $16,977, respectively. The restricted cash primarily serves as collateral for our liability insurance programs.

NOTE 10: GUARANTEES AND CONTRACTUAL OBLIGATIONS

We are required to disclose information about certain guarantees and contractual obligations in our periodic financial statements.

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

We sell extended furniture protection plans and offer warranties for certain products. Revenue related to furniture protection plans is deferred and recognized over the contract life. Historical claims data is used to forecast claims payments over the contract period and revenue is recognized based on the forecasted claims payments. Actual claims costs are reflected in earnings in the period incurred. Anticipated losses on programs in progress are charged to earnings when identified. For product warranties, we estimate the costs that may be incurred under these warranties based on historical claims data and record a liability in the amount of such costs at the time revenue is recognized.

We periodically assess the adequacy of these recorded amounts and adjust as necessary. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses can be estimated. The extended furniture protection plans that we enter into have fixed prices. To the extent the actual costs to complete contracts are higher than the amounts estimated as of the date of the financial statements, gross margin would be negatively affected in future quarters when we revise our estimates. Our practice is to revise estimates as soon as such changes in estimates become known.

Changes in the recorded amounts included in other liabilities, both short-term and long-term, during the period are as follows:

	Six Months Ended
	April 27, 2012			April 29, 2011
Beginning balance	$	73,679		$	74,907
Additional net deferred revenue/accrual made during the period		12,728			7,863
Payments made during the period		(5,119	)		(6,921	)
Ending Balance	$	81,288		$	75,849

NOTE 11: STOCK-BASED COMPENSATION

Compensation expense associated with our stock-based compensation plans was $3,248 ($2,157 after tax) and $5,710 ($3,772 after tax) for the three and six-month periods ended April 27, 2012, respectively, compared to $1,801 ($1,192 after tax) and $3,789 ($2,475 after tax) for the three and six-month periods ended April 29, 2011, respectively.

NOTE 12: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We sponsor a number of defined benefit pension plans for certain hourly and salaried employees. The benefits for most of these plans are generally based on stated amounts for each year of service. We fund the plans in amounts consistent with the limits of allowable tax deductions.

The net periodic benefit cost of the pension benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	1,051		$	1,113		$	2,103		$	2,219
Interest cost		3,526			3,660			7,051			7,308
Expected return on plan assets		(4,849	)		(4,397	)		(9,692	)		(8,781	)
Amortization of prior service cost		109			99			218			198
Recognized actuarial (gain)/loss		1,716			1,512			3,432			3,022
Net Periodic Benefit Cost	$	1,553		$	1,987		$	3,112		$	3,966

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

The net periodic benefit cost of the post-retirement medical benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	31		$	47		$	62		$	94
Interest cost		112			128			224			256
Amortization of prior service cost		(32	)		(32	)		(64	)		(64	)
Recognized actuarial (gain)/loss		118			76			236			152
Net Periodic Benefit Cost	$	229		$	219		$	458		$	438

NOTE 13: INCOME TAXES

At October 28, 2011, we had a $12,948 liability recorded for gross unrecognized tax benefits (excluding interest and penalties). Of this total, $12,203 represents the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of October 28, 2011, we had accrued approximately $4,620 of interest and penalties relating to unrecognized tax benefits.

During the first quarter of fiscal year 2012, we recorded a $3,600 benefit to income tax expense related to an increase in the tax basis of assets for a foreign subsidiary. In the same period of fiscal year 2011, we recorded a $1,250 benefit to income tax expense for the retroactive extension of the U.S. federal research and development tax credit. There were no material adjustments to our recorded liability for unrecognized tax benefits during the second quarter of fiscal year 2012 or 2011.

The company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and numerous state and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006. The IRS is currently auditing our fiscal 2009 and 2010 U.S. federal tax returns. We are currently under audit in several state and foreign jurisdictions. We also expect various statutes of limitation to expire during the next 12 months. Due to the uncertain response of taxing authorities, a range of outcomes cannot be reasonably estimated at this time.

NOTE 14: RESTRUCTURING

During the 2011 fiscal year, we initiated restructuring actions in our Coatings segment, primarily in our wood product line, which further rationalized our manufacturing capacity and reduced our overall global headcount. We also initiated restructuring actions to improve the profitability of our Australian acquisition in the Paints segment, which include facility consolidations in manufacturing and distribution, store rationalization and other related costs. These restructuring activities resulted in pre-tax charges of $4,418 or $0.04 per share after tax and $9,515 or $0.07 per share after tax for the three and six-month periods ended April 27, 2012, respectively. Pre-tax restructuring charges for these actions in both the three and six-month periods ended April 29, 2011 were $1,364 or $0.01 per share after tax. We expect the total cost of these activities, which began in fiscal year 2011 and are anticipated to be completed in fiscal year 2012, to be approximately $0.35 per share after tax. The restructuring charges for these initiatives for the full year 2011 were $0.24 per share after tax.

In fiscal year 2008, we initiated a comprehensive series of restructuring activities which were completed in fiscal year 2011. These restructuring initiatives included plant closures, reductions to research and development and selling, general and administrative expenses, manufacturing consolidation and relocation, and our exit from non-strategic product lines in certain geographies. We rationalized our manufacturing capacity and reduced our overall global headcount to lower our costs in light of the challenging global economic conditions. Pre-tax restructuring charges for these initiatives were $98 and $1,494 in the three and six-month periods ended April 29, 2011, respectively.

Our total restructuring activities for the three and six-month periods ended April 27, 2012 resulted in pre-tax charges of $4,418 or $0.04 per share after tax and $9,515 or $0.07 per share after tax, respectively. In comparison, total restructuring activities for the three and six-month periods ended April 29, 2011 resulted in pre-tax charges of $1,462 or $0.01 per share after tax and $2,858 or $0.02 per share after tax, respectively. The total resulting expenses recognized in fiscal years 2012 and 2011 included severance and employee benefits, asset impairments, professional services and site clean-up.

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

The following restructuring charges by segment were recorded in the 2012 and 2011 periods:

Six Months Ended April 27, 2012	Liability Beginning Balance 10/28/2011		Expense		Activity			Liability Ending Balance 4/27/2012
Coatings
Severance and employee benefits	$	3,884	$	532	$	(2,125	)	$	2,291
Asset impairments		—		312		(312	)		—
Exit costs (consulting/site clean-up)		2,802		191		(1,860	)		1,133
Total Coatings		6,686		1,035		(4,297	)		3,424
Paints
Severance and employee benefits		2,915		3,066		(2,318	)		3,663
Asset impairments		—		2,911		(2,911	)		—
Exit costs (consulting/site clean-up)		408		1,821		(691	)		1,538
Total Paints		3,323		7,798		(5,920	)		5,201
All Other
Severance and employee benefits		437		682		(962	)		157
Total All Other		437		682		(962	)		157
Total	$	10,446	$	9,515	$	(11,179	)	$	8,782

Six Months Ended April 29, 2011	Liability Beginning Balance 10/29/2010		Expense		Activity			Liability Ending Balance 4/29/2011
Coatings
Severance and employee benefits	$	1,139	$	1,112	$	(1,499	)	$	752
Asset impairments		—		252		(252	)		—
Exit costs (consulting/site clean-up)		2,034		1,094		(1,533	)		1,595
Total Coatings		3,173		2,458		(3,284	)		2,347
Paints
Severance and employee benefits		19		—		(18	)		1
Exit costs (consulting/site clean-up)		2,763		400		(1,689	)		1,474
Total Paints		2,782		400		(1,707	)		1,475
Total	$	5,955	$	2,858	$	(4,991	)	$	3,822

The ending liability balance at April 27, 2012 and at April 29, 2011 is included in other accrued liabilities on our Condensed Consolidated Balance Sheets. The restructuring reserve balances presented are considered adequate to cover committed restructuring actions. The restructuring expenses recorded are included in our Condensed Consolidated Statements of Operations. For the three-month period ended April 27, 2012, $1,706 was charged to cost of sales and $2,712 was charged to selling, general and administrative (SG&A) expenses. For the six-month period ended April 27, 2012, $4,660 was charged to cost of sales and $4,855 was charged to SG&A expenses. For the three-month period ended April 29, 2011, $529 was charged to cost of sales and $933 was charged to SG&A expenses. For the six-month period ended April 29, 2011, $1,925 was charged to cost of sales and $933 was charged to SG&A expenses.

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THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 27, 2012
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

NOTE 15: NET INCOME PER COMMON SHARE

The following table presents the net income per common share calculations for the three and six months ended April 27, 2012 and April 29, 2011:

	Three Months Ended				Six Months Ended
	April 27, 2012		April 29, 2011		April 27, 2012		April 29, 2011
Basic
Net income	$	76,540	$	56,308	$	132,322	$	89,735
Weighted-average common shares outstanding - basic		92,068,366		94,432,627		92,464,748		95,646,147
Net Income per Common Share – Basic	$	0.83	$	0.60	$	1.43	$	0.94
Diluted
Net income	$	76,540	$	56,308	$	132,322	$	89,735
Weighted-average common shares outstanding – basic		92,068,366		94,432,627		92,464,748		95,646,147
Diluted effect of stock options and unvested restricted stock		3,026,003		3,064,418		2,877,801		2,924,462
Equivalent average common shares outstanding - diluted		95,094,369		97,497,045		95,342,549		98,570,609
Net Income per Common Share - Diluted	$	0.80	$	0.58	$	1.39	$	0.91

Basic earnings per share are based on the weighted-average number of common shares outstanding during each period. In computing diluted earnings per share, the number of common shares outstanding is increased by common stock options with exercise prices lower than the average market prices of common shares during each period and reduced by the number of shares assumed to have been purchased with proceeds from the exercised options. If we are in a net loss position, these shares are excluded as they are antidilutive. Potential common shares of 27,897 and 15,717 related to our outstanding stock options were excluded from the computation of diluted earnings per share for the three and six months ended April 27, 2012, respectively, as inclusion of these shares would have been antidilutive. Potential common shares of 21,500 and 279,673 related to our outstanding stock options were excluded from the computation of diluted earnings per share for the three and six months ended April 29, 2011, respectively.

NOTE 16: RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2011, the Financial Accounting Standards Board (“FASB”) amended the guidance on fair value measurement to expand certain disclosure requirements and converge United States Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS) measurement and reporting requirements. The change was effective for interim and annual periods beginning after December 15, 2011 and was to be applied prospectively. We adopted the new requirements in the second quarter of our 2012 fiscal year. The adoption of this accounting guidance did not have a material effect on our consolidated financial statements.

In June 2011, the FASB updated the disclosure requirements for comprehensive income. The update requires companies to disclose total comprehensive income, the components of net income and the components of other comprehensive income, either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The change is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, which means the first quarter of our fiscal year 2013, and is to be applied retrospectively. We do not expect the adoption of these updated disclosure requirements to have an effect on our consolidated results of operations, financial condition or liquidity.

In September 2011, the FASB amended the guidance on goodwill impairment testing to allow companies the option of first assessing qualitative factors to determine whether the two-step impairment test is required. If it is more likely than not that the fair value of a reporting unit is less than its carrying value, the two-step impairment test must be performed. Otherwise, the two-step impairment test is not necessary. The change is effective for fiscal years beginning after December 15, 2011, which is our fiscal year 2013, but early adoption is permitted. We do not expect the adoption of this accounting guidance to have an effect on our consolidated financial statements.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

Overview: Net sales growth for the second quarter of 2012 was primarily driven by carryover selling price increases across all product lines. During the quarter, we had growth in our China consumer paints product lines and solid new business gains in our Coatings segment, which partially offset volume declines due to the following: (i) our decision to exit a small number of relatively high volume, unprofitable products and customers as part of our restructuring actions initiated in fiscal year 2011; (ii) an inventory reduction by a customer in our North America home improvement channel; and (iii) uneven demand in our global markets. Net income increased by 35.9% due to improved operating performance primarily driven by carryover selling price increases across all product lines, benefits from our previously completed restructuring actions and a lower tax rate. These improvements were partially offset by higher raw material costs, restructuring charges and increased interest expense due to the issuance of $400,000 of Senior Notes in January 2012.

Weighted average common shares outstanding – diluted for the second quarter of 2012 were 95,094,369, down 2,402,676 from the same period in the prior year. During the quarter, we repurchased 2,000,000 shares for $96,310. Year-to-date we have repurchased 3,250,000 shares and have 5,000,000 shares remaining under our current repurchase authorization.

In the second quarter of 2012, we continued to experience raw material cost increases sequentially and compared to the same period in the prior year. We expect the trend of sequentially rising raw material costs to continue; however, the year-over-year increases are expected to ease slightly. We believe the ability to maintain our current gross margins will depend on the continued implementation of selling price increases. Historically, there has been a lag between rising raw material costs and the implementation and financial impact of our pricing actions.

We continually evaluate our cost structure in the normal course of our business. During the 2011 fiscal year, we initiated restructuring actions in our Coatings segment, primarily in our wood product line, which further rationalized our manufacturing capacity and reduced our overall global headcount. We also initiated restructuring actions to improve the profitability of our Australian acquisition in the Paints segment, which include facility consolidations in manufacturing and distribution, store rationalization and other related costs. We anticipate these activities to be completed in fiscal year 2012 and expect the total cost to be approximately $0.35 per share after tax, which includes $0.24 per share in after tax charges incurred in fiscal year 2011. The restructuring activities in the second quarter and year-to-date periods resulted in pre-tax charges of $4,418 or $0.04 per share after tax and $9,515 or $0.07 per share after tax, respectively.

In January 2012, we strengthened our balance sheet by issuing $400,000 of Senior Notes due January 15, 2022 with a coupon rate of 4.20%. We used the net proceeds for general corporate purposes, including paying down our commercial paper and, subsequent to the end of our second quarter, retiring our $200,000 of 5.625% Senior Notes that matured on May 1, 2012.

Earnings Per Share: Net income per common share - diluted was $0.80 and $1.39 for the three and six-month periods ended April 27, 2012, respectively, and $0.58 and $0.91 for the three and six-month periods ended April 29, 2011, respectively. The table below presents adjusted net income per common share – diluted, which excludes in the respective periods: (i) restructuring charges and (ii) acquisition-related charges.

	Three Months Ended				Six Months Ended
	April 27, 2012		April 29, 2011		April 27, 2012		April 29, 2011
Net income per common share - diluted	$	0.80	$	0.58	$	1.39	$	0.91
Restructuring charges		0.04		0.01		0.07		0.02
Acquisition-related charges		—		0.05		—		0.09
Adjusted net income per common share - diluted	$	0.84	$	0.64	$	1.46	$	1.02

“Adjusted net income per common share – diluted” is a non-GAAP financial measure. We disclose this measure because we believe it may assist investors in comparing our results of operations without regard to restructuring and/or acquisition-related charges. The acquisition-related charges are primarily related to the step-up of inventory from our Australian acquisition in the Paints segment to fair value. This non-GAAP measure is provided to enhance investors’ overall understanding of our current financial performance. We believe the non-GAAP measure provides useful information to both management and investors by excluding certain expenses and non-cash charges, which may not be indicative of our core operating results. In addition, because we have historically reported certain non-GAAP results to investors, we believe the inclusion of this non-GAAP measure provides consistency in our presentation of financial information. See Note 14 in Notes to Condensed Consolidated Financial Statements for further information on restructuring.

Critical Accounting Policies: In the second quarter of fiscal year 2012, there were no material changes in our critical accounting policies.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

Operations:

Net Sales	Three Months Ended							Six Months Ended
	April 27, 2012		April 29, 2011		% Change			April 27, 2012		April 29, 2011		% Change
Coatings	$	540,825	$	509,136		6.2	%	$	1,035,474	$	965,525		7.2	%
Paints		426,311		418,380		1.9	%		765,868		754,331		1.5	%
All Other		65,436		65,213		0.3	%		116,877		115,277		1.4	%
Consolidated Net Sales	$	1,032,572	$	992,729		4.0	%	$	1,918,219	$	1,835,133		4.5	%

• Consolidated Net Sales – Adjusting for the positive impact of 0.6% from acquisitions, sales for the second quarter of 2012 increased 3.4%. Adjusting for the positive impact of 0.9% from acquisitions and 0.1% from foreign currency, year-to-date sales increased 3.5%. The increase in sales was primarily due to carryover selling price increases in all product lines, growth in our China consumer paints product line and new business in our Coatings segment, which more than offset volume declines due to the following: (i) our decision to exit a small number of relatively high volume, unprofitable products and customers as part of our restructuring actions initiated in fiscal year 2011; (ii) an inventory reduction by a customer in our North America home improvement channel; and (iii) uneven demand in our global markets.

• Coatings Segment Net Sales – Adjusting for the positive impact of 1.1% from acquisitions and a negative impact of 0.9% from foreign currency, sales for the second quarter of 2012 increased 6.0%. Adjusting for the positive impact of 1.7% from acquisitions and a negative impact of 0.7% from foreign currency, year-to-date sales increased 6.2%. The increase in sales for the second quarter and year-to-date periods was primarily due to carryover selling price increases in all product lines and new business in our industrial product lines, which more than offset volume declines. The volume declines are primarily due to the exit of unprofitable products and customers as part of our restructuring actions initiated in fiscal year 2011.

• Paints Segment Net Sales – Adjusting for the positive impact of 1.2% from foreign currency, sales for the second quarter of 2012 increased 0.7%. Adjusting for the positive impact of 1.2% from foreign currency, year-to-date sales increased 0.3%. The slight increase in second quarter sales reflects growth in our China consumer paints product line, which was partially offset by volume declines in other regions. The volume declines are primarily due to an inventory reduction by a customer in our North America home improvement channel, and soft market conditions and lost business in Australia. The slight increase in year-to-date sales was primarily due to carryover selling price increases and growth in our China consumer paints product line, which was partially offset by volume declines in our other regions. The volume declines reflect weak market conditions and lost business in Australia and the impact of an inventory reduction by a customer in our North America home improvement channel.

• All Other Net Sales – The All Other category includes the following product lines: resins, furniture protection plans, colorants and gelcoats. Adjusting for the negative impact of 0.4% from foreign currency, sales for the second quarter of 2012 increased 0.7%. Adjusting for the negative impact of 0.3% from foreign currency, year-to-date sales increased 1.7%.

Due to the seasonal nature of portions of our business, sales for the second quarter are not necessarily indicative of sales for subsequent quarters or for the full year.

Gross Profit	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Consolidated Gross Profit	$	355,440		$	315,510		$	648,756		$	574,423
As a percent of Net Sales		34.4	%		31.8	%		33.8	%		31.3	%

• Gross Profit – Second quarter and year-to-date gross profit as a percentage of net sales increased due to carryover selling price increases, the benefit from previously completed restructuring actions and acquisition-related charges recognized in 2011. These improvements were partially offset by higher raw material costs and higher restructuring charges incurred in 2012. There were no acquisition-related charges included in gross profit in the second quarter and year-to-date periods of 2012. Acquisition-related charges were $4,909 or 0.5% of net sales and $11,416 or 0.6% of net sales in the second quarter and year-to-date periods of 2011, respectively. Restructuring charges of $1,706 and $4,660, or 0.2% of net sales in both periods, were included in the second quarter and year-to-date periods of 2012, respectively. Restructuring charges of $529 and $1,925, or 0.1% of net sales in both periods, were included in the second quarter and year-to-date periods of 2011, respectively.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

Operating Expenses 1	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Consolidated Operating Expenses	$	224,772		$	215,994		$	427,373		$	411,519
As a percent of Net Sales		21.8	%		21.8	%		22.3	%		22.4	%

¹ Includes research and development and selling, general and administrative costs. For breakout see Condensed Consolidated Statements of Operations.

• Consolidated Operating Expenses (dollars) – Second quarter and year-to-date consolidated operating expenses increased $8,778 or 4.1% and $15,854 or 3.9% compared to the second quarter and year-to-date periods of last year, respectively, primarily due to timing of incentive compensation accruals. Restructuring charges of $2,712 and $4,855, or 0.3% of net sales in both periods, were included in operating expenses in the second quarter and year-to-date periods of 2012, respectively. Restructuring charges of $933 or 0.1% of net sales were included in operating expenses in the second quarter and year-to-date periods of 2011. There were no acquisition-related charges included in operating expenses in the second quarter and year-to-date periods of 2012. For both the second quarter and year-to-date periods of 2011, acquisition-related charges of $1,859, 0.2% of second quarter net sales and 0.1% of year-to-date net sales, were included in operating expenses.

• Consolidated Operating Expenses (percent of net sales) – Operating expense as a percent of consolidated net sales was flat compared to the second quarter of last year. Year-to-date operating expense as a percentage of net sales decreased 0.1 percentage points compared to the same period last year.

EBIT 1	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Coatings	$	89,124		$	59,913		$	162,996		$	110,738
As a percent of Net Sales		16.5	%		11.8	%		15.7	%		11.5	%
Paints	$	49,322		$	38,964		$	72,687		$	58,477
As a percent of Net Sales		11.6	%		9.3	%		9.5	%		7.8	%
All Other	$	(8,144	)	$	656		$	(14,144	)	$	(6,858	)
As a percent of Net Sales		(12.4	)%		1.0	%		(12.1	)%		(5.9	)%
Consolidated EBIT	$	130,302		$	99,533		$	221,539		$	162,357
As a percent of Net Sales		12.6	%		10.0	%		11.5	%		8.8	%

¹ We evaluate the performance of operating segments and allocate resources based on profit or loss from operations before interest expense and taxes (EBIT).

• Consolidated EBIT – EBIT for the second quarter of 2012 increased $30,769 or 30.9% from the prior year. Year-to-date EBIT increased $59,182 or 36.5% from the prior year. Restructuring charges of $4,418 or 0.4% of net sales and $9,515 or 0.5% of net sales were included in second quarter and year-to-date periods of 2012, respectively. Restructuring charges of $1,462 or 0.1% of net sales and $2,858 or 0.2% of net sales were included in second quarter and year-to-date periods of 2011, respectively. There were no acquisition-related charges in the second quarter and year-to-date periods of 2012. The 2011 second quarter and year-to-date periods included acquisition-related charges of $6,768 or 0.7% of net sales and $13,275 or 0.7% of net sales, respectively. Foreign currency exchange fluctuation had an immaterial effect on Consolidated EBIT, as well as EBIT of the segments discussed below.

• Coatings Segment EBIT – EBIT as a percent of net sales for the second quarter and year-to-date periods increased primarily due to our carryover selling price increases, benefits from our previously completed restructuring actions and acquisition-related charges recognized in the second quarter of 2011, which more than offset higher raw material costs. EBIT included restructuring charges of $646 and $1,035, or 0.1% of net sales in both periods, in the second quarter and year-to-date periods of 2012, respectively. The 2011 second quarter and year-to-date periods included restructuring charges of $1,462 or 0.3% of net sales and $2,458 or 0.3%, respectively. There were no acquisition-related charges in the second quarter and year-to-date periods of 2012. EBIT included acquisition-related charges of $1,859 or 0.4% of net sales in the second quarter and year-to-date periods of 2011.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

• Paints Segment EBIT – EBIT as a percent of net sales for the second quarter increased primarily due to benefits from our previously completed restructuring actions, acquisition-related charges recognized in 2011 and productivity improvements, which more than offset higher raw material costs and higher restructuring charges incurred in 2012. EBIT as a percent of net sales year-to-date increased primarily due to carryover selling price increases, benefits from our previously completed restructuring actions, acquisition-related charges recognized in 2011 and productivity improvements, which more than offset higher raw material costs and higher restructuring charges incurred in 2012. EBIT included restructuring charges of $3,772 or 0.9% of net sales and $7,798 or 1.0% of net sales in the second quarter and year-to-date periods of 2012, respectively. There were no restructuring charges in the second quarter of 2011. EBIT included restructuring charges of $400 or 0.1% of net sales in the year-to-date period of 2011. There were no acquisition-related charges in the second quarter and year-to-date periods of 2012. Acquisition-related charges of $4,909 or 1.2% of net sales and $11,416 or 1.5% of net sales were included in EBIT in the second quarter and year-to-date periods of 2011, respectively.

• All Other EBIT – All Other EBIT includes corporate expenses. Second quarter and year-to-date EBIT as a percent of net sales declined primarily due to timing of incentive compensation accruals. There were no restructuring charges included in EBIT in the second quarter of 2012. EBIT included restructuring charges of $682 or 0.6% of net sales in the year-to-date period of 2012. There were no restructuring charges included in EBIT in the second quarter and year-to-date periods of 2011.

Due to the seasonal nature of portions of our business, EBIT for the second quarter is not necessarily indicative of EBIT for subsequent quarters or for the full year.

Interest Expense	Three Months Ended				Six Months Ended
	April 27, 2012		April 29, 2011		April 27, 2012		April 29, 2011
Consolidated Interest Expense	$	19,288	$	15,486	$	35,077	$	31,045

• Interest Expense – The second quarter and year-to-date increase reflects the issuance of $400,000 in Senior Notes in the first quarter of 2012.

Effective Tax Rate	Three Months Ended				Six Months Ended
	April 27, 2012		April 29, 2011		April 27, 2012		April 29, 2011
Effective Tax Rate		31.1%		33.0%		29.0%		31.7%

• Effective Tax Rate – The lower year-to-date 2012 effective tax rate is due to a favorable geographical mix of earnings and a one-time tax benefit. This one-time benefit was anticipated in our full-year effective tax rate guidance of 30% to 31%.

Net Income	Three Months Ended							Six Months Ended
	April 27, 2012		April 29, 2011		% Change			April 27, 2012		April 29, 2011		% Change
Consolidated Net Income	$	76,540	$	56,308		35.9	%	$	132,322	$	89,735		47.5	%

Financial Condition: The Company’s financial condition, cash flow and liquidity remained strong in the second quarter of 2012. Cash provided by operations was $1,887 for the first six months of 2012 compared to $58,875 used in operations for the same period last year. Cash flow improvement in the first half of fiscal year 2012 was primarily due to higher earnings and lower working capital requirements, partially offset by the settlement of outstanding derivative contracts.

During the first six months of 2012, we used our borrowing capacity and cash provided by operations to fund $145,322 in share repurchases, $30,085 in capital expenditures and our seasonal working capital needs. We used cash on hand and $26,180 in proceeds from the sale of treasury stock to fund $37,075 in dividend payments. We anticipate capital spending in 2012 to be approximately $90,000.

See Note 9 in Notes to the Condensed Consolidated Financial Statements for further discussion on our restricted cash associated with cash collateralization of certain letters of credit.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

In the first quarter of 2012, we issued $400,000 in unsecured Senior Notes that mature on January 15, 2022 with a coupon rate of 4.20%. The public offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. We used the net proceeds for general corporate purposes, including paying down our commercial paper and, subsequent to the end of our second quarter, retiring our $200,000 of 5.625% Senior Notes that matured on May 1, 2012. The ratio of total debt to capital was 51.2% at April 27, 2012, compared to 46.6% at October 28, 2011 and 45.0% at April 29, 2011.

Our debt classified as current was $209,138 at April 27, 2012 compared to $377,319 and $354,467 at October 28, 2011 and April 29, 2011, respectively. The decline in current debt from October 28, 2011 was primarily due to repayment of commercial paper borrowings with proceeds from our issuance of Senior Notes. We ended our 2012 second quarter with $602,766 of reserve liquidity that includes $594,275 of available committed credit facilities and $208,491 of cash, and excludes $200,000 related to the retirement of Senior Notes on May 1, 2012.

Our credit facilities have covenants that require us to maintain certain financial ratios. We were in compliance with these covenants as of April 27, 2012. Our debt covenants do not limit, nor are they reasonably likely to limit, our ability to obtain additional debt or equity financing.

To ensure availability of funds, we maintain uncommitted bank lines of credit sufficient to cover outstanding short-term borrowings. These arrangements are reviewed periodically for renewal and modification.

We believe future cash flow from operations, existing lines of credit, access to credit facilities and access to debt and capital markets will be sufficient to meet our current and projected financing and liquidity needs. In the current market conditions, we have demonstrated continued access to capital markets. We have committed liquidity and cash reserves in excess of our anticipated funding requirements.

Our cash and cash equivalent balances consist of high quality, short-term money market instruments and cash held by our international subsidiaries that are used to fund those subsidiaries’ day-to-day operating needs. Those balances have also been used to finance acquisitions. Our investment policy on excess cash is to preserve principal.

We use derivative instruments with a number of counterparties principally to manage well-defined interest rate and foreign currency exchange risks. We evaluate the financial stability of each counterparty and spread the risk among several financial institutions to limit our exposure. We will continue to monitor counterparty risk on an ongoing basis. We do not have any credit-risk related contingent features in our derivative contracts as of April 27, 2012.

Off-Balance Sheet Financing: We do not have off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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,” “intend,” “should” and similar expressions.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

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 operations and achievement of profitable growth in developing markets, including Asia and Central and South America; 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; 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.

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our foreign sales and results of operations are subject to the impact of foreign currency fluctuations. As most of our underlying costs are denominated in the same currency as our sales, the effect has not been material. We have not hedged our exposure to translation gains and losses; however, we have reduced our exposure by borrowing funds in local currencies. A 10% adverse change in foreign currency rates is not expected to have a material effect on our results of operations or financial position.

We are also subject to interest rate risk. At April 27, 2012, approximately 5.6% of our total debt consisted of floating rate debt. From time to time, we may enter into interest rate swaps to hedge a portion of either our variable or fixed rate debt. Assuming the current level of borrowings, a 10% increase in interest rates from those in effect at the end of the second quarter would not have a material impact on our results of operations or financial position.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of April 27, 2012. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended April 27, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

During the period covered by this report, there were no legal proceedings instituted that are reportable, and there were no material developments in any of the legal proceedings that were previously reported on our Form 10-K for the year ended October 28, 2011.

ITEM 1A: RISK FACTORS

There were no material changes to the risk factors disclosed in our Form 10-K for the year ended October 28, 2011.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable

(b) Not applicable

(c) We made the following repurchases of equity securities during the quarter ended April 27, 2012:

Period	Total Number of Shares Purchased1		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs1
1/28/12 – 2/24/12
Repurchase program		100,000	$	46.08		100,000		6,900,000
Other transactions2		3,423		43.81		—		—
2/25/12 – 3/23/12
Repurchase program		860,000		47.15		860,000		6,040,000
Other transactions2		—		—		—		—
3/24/12 – 4/27/12
Repurchase program		1,040,000		49.13		1,040,000		5,000,000
Other transactions2		4,964		48.59		—		—

1	On October 13, 2010 we received board authorization to repurchase 15,000,000 shares, with no predetermined end date. As of April 27, 2012, we repurchased 10,000,000 shares under this authorization.
2	Our other transactions include our acquisition of common stock in satisfaction of tax-payment obligations upon vesting of restricted stock and our receipt of surrendered shares in connection with the exercise of stock options.

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ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 6: EXHIBITS

Exhibits
10.1	The Valspar Corporation 2009 Omnibus Equity Plan (as amended through February 15, 2012)
31.1	Section 302 Certification of the Chief Executive Officer
31.2	Section 302 Certification of the Chief Financial Officer
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

SIGNATURES

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

	THE VALSPAR CORPORATION
Date: June 6, 2012	By	/s/Rolf Engh
	Rolf Engh
	Secretary
Date: June 6, 2012	By	/s/Lori A. Walker
	Lori A. Walker
	Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

THE VALSPAR CORPORATION

2009 OMNIBUS EQUITY PLAN

Amended Through February 15, 2012

TABLE OF CONTENTS

1.		Purpose and Background	1
	1.1 1.2	Purpose Background	1 1
2.		Definitions	1
3.		Administration	4
	3.1 3.2	Administration by Committee Delegation of Authority	4 5
4.		Eligible Participants	5
5.		Types of Incentives	5
6.		Shares Subject to the Plan and Limitations on Awards	5
	6.1 6.2 6.3 6.4	Number of Shares Cancellation Type of Common Stock Limitation on Awards	5 5 5 6
7.		Stock Options	6
	7.1 7.2 7.3 7.4	Price Number Duration and Time for Exercise Manner of Exercise	6 6 6 6
8.		Stock Appreciation Rights (SARs)	6
	8.1 8.2 8.3 8.4 8.5	Price Number Duration Exercise Issuance of Shares Upon Exercise	7 7 7 7 7
9.		Stock Awards, Restricted Stock and Restricted Stock Units	7
	9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8	Number of Shares Sale Price Restrictions Enforcement of Restrictions End of Restrictions Rights of Holders of Restricted Stock Section 83(b) Elections Rights of Holders of Restricted Stock Units	7 7 8 8 8 8 8 8
10.		Performance Awards	9
	10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9	Establishment of Performance Goals Levels of Performance Required to Earn Performance Awards Other Restrictions Notification to Participants Measurement of Performance Against Performance Goals Treatment of Performance Awards Earned Distribution Deferral of Receipt of Performance Award Distributions; Compliance With Section 409A Non-Disqualifying Termination of Employment	9 9 9 9 9 10 10 10 10
11.		General	11
	11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15	Effective Date Duration Limits on Transfer of Awards Effect of Retirement or Other Termination Restrictions Under Securities Laws Adjustment Incentive Plans and Agreement Withholding No Continued Employment; Engagement or Right to Corporate Assets Payments Under Incentives Amendment of the Plan Amendment of Agreements for Incentives; No Stock Option or SAR Repricing Without Stockholder Approval Change of Control Deferred Compensation Prior Plans	11 11 11 11 12 12 12 12 13 13 13 13 13 14 14

THE VALSPAR CORPORATION

2009 OMNIBUS EQUITY PLAN

1.          Purpose and Background

1.1.          Purpose.    The purpose of the 2009 Omnibus Equity Plan (the “Plan”) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of Incentives designed to attract, retain and motivate key employees and consultants of the Company and its Subsidiaries and directors of the Company.

1.2.          Background.     Immediately prior to the date of approval of the Plan by the stockholders of the Company, the Company maintained four, separate share reserves totaling 5,218,903 shares of Common Stock (the “Prior Reserves”) for issuance pursuant to Stock Options and Restricted Stock granted to participants under the Company’s 1991 Stock Option Plan, Stock Option Plan for Non-Employee Directors, Key Employee Restricted Stock Plan and 2001 Stock Incentive Plan (the “Prior Plans”). Upon approval of the Plan by the stockholders of the Company, no further awards will be granted to any person under the Prior Plans, and the Prior Reserves will be combined, transferred to the Plan and included in the number of shares of Common Stock reserved and available to be issued pursuant to Section 6.1 of the Plan.

2.          Definitions

2.1          Award.   An “Award” is a grant of Stock Options, Stock Appreciation Rights, Performance Awards, Restricted Stock or Restricted Stock Units (which may include Dividend Equivalents) under the Plan.

2.2          Board.    The “Board” is the Board of Directors of the Company.

2.3          Change in Control.    A “Change in Control” means any of the following:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 2.3, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition pursuant to a transaction that complies with Sections 2.3(c)(1), 2.3(c)(2) and 2.3(c)(3);

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

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(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2.4          Code.    The “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations thereunder, as now in force or as hereafter amended.

2.5          Committee.    The “Committee” is the Compensation Committee of the Board described in Section 3.1 hereof.

2.6          Company.    The “Company” is The Valspar Corporation, a Delaware corporation, and any successor thereof.

2.7          Common Stock.    “Common Stock” is the common stock, $.50 par value per share, of the Company.

2.8          Deferred Compensation.    “Deferred Compensation” means any Incentive under this Plan that provides for the “deferral of compensation” under a “nonqualified deferred compensation plan” (as those terms are defined under Code Section 409A and the regulations promulgated thereunder) and that would be subject to the taxes specified in Code Section 409A(a)(1) if and to the extent that the Plan and the agreement evidencing the Incentive do not meet or are not operated in compliance with the requirements of Code Section 409A(a)(2), (3) and (4) and the regulations promulgated thereunder. Deferred Compensation shall not include any amount that is otherwise exempt from the requirements of Code Section 409A and the regulations promulgated thereunder.

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2.9            Disability.    “Disability” shall mean permanent disability as that term is defined under the long term disability insurance coverage offered by the Company to its employees at the time the determination is to be made.

2.10          Dividend Equivalents.    “Dividend Equivalents” means the right to receive cash payments with respect to Restricted Stock Units in amounts equal to any cash dividends paid on the equivalent number of shares of Common Stock, if and when such dividends are paid or distributed (or at such other time as may be permitted or required under Section 9.8).

2.11          Grant Date.    The “Grant Date” of an Incentive shall be the date established by the Committee as the date of grant of the Award, which shall not be earlier than the date of the Committee meeting at which the Award is approved.

2.12          Exchange Act.    The “Exchange Act” means the Securities Exchange Act of 1934, and rules and regulations thereunder, as now in force or as hereafter amended.

2.13          Fair Market Value.    The “Fair Market Value” of a share of Common Stock at a specified date shall, unless otherwise expressly provided in this Plan, be the amount which the Committee determines in good faith to be 100% of the fair market value of such a share as of the date in question. Notwithstanding the foregoing, if such shares are listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the last sale price (also referred to as the closing price) of a share of Common Stock on such U.S. securities exchange on the applicable date. If such U.S. securities exchange is closed for trading on such date, or if the Common Stock does not trade on such date, then the last sale price used shall be the one on the date the Common Stock last traded on such U.S. securities exchange. If such shares are not listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the trading price of a shares of Common Stock on such date (or, if the applicable market is closed on such date, the last date on which the Common Stock was publicly traded), by a method consistently applied by the Committee.

2.14          Incentives.    “Incentives” means economic incentives in one or more of the forms described in Section 5 hereof.

2.15          Participant.    A “Participant” is a person who has been designated as such by the Committee and granted an Award under this Plan.

2.16          Performance Award.    A “Performance Award” is a right to either a number of shares of Common Stock, their cash equivalent, or a combination thereof (“performance shares”) or a cash amount (“performance units”) determined (in either case) in accordance with Section 10.

2.17          Performance Goals.    “Performance Goals” are the performance conditions, if any, established pursuant to Section 10.1 hereof by the Committee in connection with an Award.

2.18          Performance Period.    The “Performance Period” with respect to a Performance Award is a period of not less than one calendar year or one fiscal year of the Company, beginning not earlier than the year in which such Performance Award is granted, which may be referred to herein and by the Committee by use of the calendar or fiscal year in which a particular Performance Period commences.

2.19          Restricted Stock.    “Restricted Stock” is Common Stock which is sold or transferred by the Company to a Participant at a price, if any, determined by the Committee and subject to restrictions on its sale or other transfer by the Participant and other terms and conditions, including a risk of forfeiture, as may be established by the Committee.

3

2.20          Restricted Stock Unit.    A “Restricted Stock Unit” is a right to receive one share of Common Stock at a future date that has been granted subject to terms and conditions, including a risk of forfeiture, established by the Committee. If so determined by the Committee in the applicable Award agreement or at any other time, a Restricted Stock Unit may be paid in cash in lieu of the Common Stock; provided, that a Participant holding Restricted Stock Units shall have no right to receive a cash payment unless such payment is provided explicitly in the applicable Award agreement or approved by the Committee.

2.21          Specified Employee.    A “Specified Employee” means a Participant who is a key employee as described in Code Section 416 (i)(1)(A)(i), (ii) and (iii) (and disregarding paragraph (5) thereof) at any time during the Company’s fiscal year ending on the Friday on or immediately preceding October 31, or such other “identification date” that applies consistently for all plans of the Company that provide “deferred compensation” that is subject to the requirements of Code Section 409A and the regulations promulgated thereunder. Each Participant will be identified as a Specified Employee in accordance with the regulations promulgated under Code Section 409A, including with respect to the merger of the Company with any other company or any spin-off or similar transaction, and such identification shall apply for the 12 month period commencing on the first day of the fourth month following the identification date. Notwithstanding the foregoing, no Participant shall be a Specified Employee unless the stock of the Company (or other member of a “controlled group of corporations” as determined under Code Section 1563) is publicly traded on an established securities market as of the date of a Participant’s “separation from service” as defined in Code Section 409A and the regulations promulgated thereunder.

2.22          Stock Appreciation Right (SAR).    A “Stock Appreciation Right” or “SAR” is a right to receive, without payment to the Company, a number of shares of Common Stock, the amount of which is determined pursuant to the formula set forth in Section 8.5.

2.23          Stock Award.    A “Stock Award” is the transfer by the Company to a Participant of shares of Common Stock, without other payment therefor, as additional compensation for services to the Company.

2.24          Stock Option.    A “Stock Option” is a right to purchase shares of Common Stock from the Company.

2.25          Subsidiary.    “Subsidiary” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company, in which each of the entities other than the last entity in the unbroken chain owns stock possessing fifty percent or more of the total combined voting power of all classes of stock in one of the other entities in such chain as determined at the point in time when reference is made to such “Subsidiary” in this Plan.

3.          Administration.

3.1          Administration by Committee.    The Plan shall be administered by the Committee. The Committee shall consist of not less than two directors of the Company and shall be appointed from time to time by the Board. Each member of the Committee shall be (i) a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) under the Code. The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee’s decisions and matters relating to the Plan shall be final and conclusive on the Company and the Participants.

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3.2          Delegation of Authority.    The Company’s Chief Executive Officer may, on a discretionary basis and without Committee review or approval, grant the following Awards under the Plan in any fiscal year to employees of the Company who are not officers of the Company, as defined in rule 16a-1(f) under the Exchange Act or any successor to such rule: (a) Stock Options, not to exceed 10,000 shares per individual or 50,000 shares in the aggregate, and (b) Restricted Stock Units to be settled in cash, not to exceed 5,000 Restricted Stock Units per individual or 25,000 Restricted Stock Units in the aggregate. Subject to the foregoing limitations and subject to the terms and conditions of the Plan, the Chief Executive Officer shall determine in writing from time to time (i) the employees to whom Awards will be made, (ii) the grant dates and amounts of the incentives to be awarded, and (iii) the terms and provisions of each Incentive (which need not be identical).

4.          Eligible Participants.    Officers of the Company, employees of the Company or a Subsidiary, members of the Board, and consultants or other independent contractors who provide services to the Company or a Subsidiary shall be eligible to receive Incentives under the Plan when designated by the Committee. Participants may be designated individually or by groups or categories (for example, by pay grade) as the Committee deems appropriate. Participation by officers of the Company or a Subsidiary and any Performance Goals relating to such officers must be approved by the Committee. Participation by others and any Performance Goals relating to others may be approved by groups or categories (for example, by pay grade) and authority to designate Participants who are not officers and to set or modify such Performance Goals may be delegated by the Committee to other persons.

5.          Types of Incentives.    Incentives under the Plan may be granted in any one or a combination of the following forms: (a) Stock Options (Section 7; (b) Stock Appreciation Rights (SARs) (Section 8); (c) Stock Awards (Section 9); (d) Restricted Stock and Restricted Stock Units that may include Dividend Equivalents (Section 9); and (e) Performance Awards (Section 10). Subject to the specific limitations provided in this Plan, payment of Incentives may be in the form of cash, Common Stock or combinations thereof as the Committee shall determine, and with such other restrictions as it may impose.

6.          Shares Subject to the Plan and Limitations on Awards.

6.1           Number of Shares.    Subject to adjustment as provided in Section 11.6, the number of shares of Common Stock available for Awards under the Plan shall not exceed 8,218,903; provided, however, that subject to adjustment as provided in Section 11.6, the number of shares of Common Stock awarded under the Plan pursuant to all Incentives other than Stock Options and SARs shall reduce the number of shares of Common Stock available to be awarded under the Plan by a multiple of 2.53 times the actual number of shares of Common Stock awarded pursuant to any such Incentive other than Stock Options and SARs. For example, if the Committee awards 100 shares of Restricted Stock to a Participant, the number of shares of Common Stock remaining and available to be issued under the first sentence of this section shall be reduced by 253 shares. Any shares of Common Stock covered by a Stock Option or SAR granted under this Plan shall be counted in full against the limitation in this Section 6.1, regardless of the number of shares of Common Stock actually issued upon the exercise of such Stock Option or SAR. For purposes of clarification, the award of any Incentives payable only in cash will not reduce the number of shares of Common Stock remaining and available to be issued under the Plan.

6.2          Cancellation.    In the event that an Incentive granted hereunder (or granted under any of the Former Plans prior to the effective date of this Plan) expires or is terminated or canceled unexercised as to any shares of Common Stock or forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such shares may again be awarded under the Plan pursuant to another Incentive, subject to the share counting requirements for Incentives other than Stock Options or SARs set forth in Section 6.1.

6.3          Type of Common Stock.    Common Stock issued under the Plan in connection with Incentives may be authorized and unissued shares or treasury stock, as designated by the Committee.

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6.4          Limitation on Awards.    During any one fiscal year, no person shall receive Awards under the Plan that, in the aggregate, could result in that person receiving, earning or acquiring, subject to the adjustments described in Section 11.6: (a) Stock Options and SARs for, in the aggregate, more than 500,000 shares of Common Stock, (b) Stock Awards, Restricted Stock, Restricted Stock Units (whether payable in shares of Common Stock or cash) and performance shares, in the aggregate, covering more than 250,000 shares of Common Stock or Restricted Stock Units; and (c) Performance Awards payable in cash (excluding Restricted Stock Units) with a maximum amount payable exceeding $3,000,000. If Dividend Equivalents are payable with respect to Restricted Stock Units, the Dividend Equivalents will be considered included in the award of Restricted Stock Units for purposes of calculating the limitation under this Section 6.4.

7.          Stock Options.    Stock Options granted by the Committee under this Plan are not intended to qualify as incentive stock options (as such term is defined in Section 422 of the Code). Stock Options granted under this Plan shall be subject to the following terms and conditions:

7.1          Price.    The exercise price per share shall be determined by the Committee, subject to adjustment under Section 11.6. Notwithstanding the foregoing sentence, the exercise price per share shall not be less than the Fair Market Value of the Common Stock on the Grant Date.

7.2          Number.    The number of shares of Common Stock subject to a Stock Option shall be determined by the Committee, subject to adjustment as provided in Section 11.6. If an SAR is granted in conjunction with or related to a Stock Option, the number of shares of Common Stock subject to the Stock Option shall be reduced in the same proportion that the holder thereof exercises the SAR.

7.3          Duration and Time for Exercise.    Subject to earlier termination as provided in Section 11.4, the term of each Stock Option shall be determined by the Committee but shall not exceed ten years from the Grant Date. Each Stock Option shall become exercisable at such time or times during its term as shall be determined by the Committee at the time of grant. The Committee may accelerate the exercisability of any Stock Option.

7.4          Manner of Exercise.    A Stock Option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common Stock to be purchased and accompanied by the exercise price for such shares. Subject to the policies of the Company or Committee in effect from time to time and any requirements of the Company’s transfer agent, the exercise price shall be payable (a) in cash (United States dollars) upon exercise of the Stock Option, payable by certified check or bank draft, or otherwise as determined by the Committee; (b) to the extent permitted in the option agreement, by delivery of shares of Common Stock (or deemed surrender through attestation) in payment of all or any part of the exercise price, which shares shall be valued for this purpose at the Fair Market Value on the date such Stock Option is exercised; or (c) unless otherwise provided in the option agreement, by instructing the Company to withhold from the shares of Common Stock issuable upon exercise of the Stock Option shares of Common Stock in payment of all or any part of the exercise price and/or any related withholding tax obligations consistent with Section 11.8, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Committee. Prior to the issuance of shares of Common Stock upon the exercise of a Stock Option, a Participant shall have no rights as a stockholder.

8.          Stock Appreciation Rights (SARs).    An SAR may be granted (a) with respect to any Stock Option granted under this Plan, either concurrently with the grant of such Stock Option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the Stock Option), or (b) alone, without reference to any related Stock Option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions:

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8.1          Price.    The exercise price per share of any SAR granted without reference to a Stock Option shall be determined by the Committee, subject to adjustment under Section 11.6. Notwithstanding the foregoing sentence, the exercise price per share shall not be less than the Fair Market Value of the Common Stock on the Grant Date.

8.2          Number.    Each SAR granted to any Participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a Stock Option, the number of shares of Common Stock to which the SAR relates shall be reduced in the same proportion that the holder exercises the related Stock Option. Notwithstanding the foregoing, the limitation on grants under Section 6.4 shall apply to grants of SARs under the Plan.

8.3          Duration.    Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the Stock Option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR.

8.4          Exercise.    An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Prior to the issuance of shares of Common Stock upon the exercise of an SAR, a Participant shall have no rights as a stockholder.

8.5          Issuance of Shares Upon Exercise.    The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing:

(a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a Stock Option, the exercise price of the Stock Option or (2) in the case of an SAR granted alone, without reference to a related Stock Option, the exercise price as determined under Section 8.1; by

(b) the Fair Market Value of a share of Common Stock on the exercise date.

No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise.

9.          Stock Awards, Restricted Stock, and Restricted Stock Units.    The transfer of Common Stock pursuant to Stock Awards and the transfer and sale of Restricted Stock or Restricted Stock Units shall be subject to the following terms and conditions:

9.1          Number of Shares.    The number of shares to be transferred or sold by the Company to a Participant pursuant to a Stock Award or as Restricted Stock or Restricted Stock Units shall be determined by the Committee.

9.2          Sale Price.    The Committee shall determine the price, if any, at which shares of Restricted Stock shall be sold to a Participant, which may vary from time to time and among Participants.

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9.3          Restrictions.    All shares of Restricted Stock transferred or sold by the Company hereunder shall be subject to such restrictions as the Committee may determine, including, without limitation any or all of the following:

(a) a prohibition against the sale, transfer, pledge or other encumbrance of the shares of Restricted Stock by the Participant, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual or more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise);

(b) a requirement that the holder of shares of Restricted Stock forfeit, or (in the case of shares sold to a Participant) resell back to the Company at his or her cost, all or a part of such shares in the event of termination of his or her employment or consulting engagement during any period in which such shares are subject to restrictions;

(c) such other conditions or restrictions as the Committee may deem advisable.

9.4          Enforcement of Restrictions.    In order to enforce the restrictions imposed by the Committee pursuant to Section 9.3, the Participant receiving Restricted Stock shall enter into an agreement with the Company setting forth the conditions of the grant. Shares of Restricted Stock shall be registered in the name of the Participant and deposited, together with a stock power endorsed in blank, with the Company. As determined by the Company or the Committee, each such certificate shall bear a legend that refers to the Plan and the restrictions imposed under the applicable agreement or be retained by the Company until such time as the restrictions have lapsed. The Committee may provide that no certificates representing Restricted Stock be issued until the restriction period is completed.

9.5          End of Restrictions.    Subject to Section 11.5, at the end of any time period during which the shares of Restricted Stock are subject to forfeiture and restrictions on transfer, such shares will be delivered free of all restrictions to the Participant or to the Participant’s legal representative, beneficiary or heir, subject to applicable withholding for taxes.

9.6          Rights of Holders of Restricted Stock.    Subject to the terms and conditions of the Plan, each Participant receiving Restricted Stock shall have all the rights of a stockholder with respect to shares of stock during any period in which such shares are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares. Dividends paid in cash or property other than Common Stock with respect to shares of Restricted Stock shall be paid to the Participant currently.

9.7          Section 83(b) Election.    The Committee may provide in an Award agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.

9.8          Rights of Holders of Restricted Stock Units; Dividend Equivalents.    Participants who receive Restricted Stock Units shall have no rights as stockholders with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participants; and such Participants shall never have rights as stockholders if the Restricted Stock Units are payable only in cash; provided, however, that, the Award agreement may provide for Dividend Equivalents. Dividend Equivalents, if any, shall be payable quarterly during the applicable restricted period for all Restricted Stock Units awarded hereunder, or at the end of the restricted period, or otherwise as provided in the Award agreement; provided, that Dividend Equivalents shall be payable at a time that satisfies the requirements of (or an exemption from) Section 409A of the Code, including the rules and regulations thereunder (together, “Section 409A”). Dividend Equivalents shall otherwise be considered a part of the award of Restricted Stock Units.

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10.          Performance Awards.    A Performance Award is based on the extent to which the applicable Performance Goals are achieved. A Performance Award shall be of no value to a Participant unless and until earned in accordance with this Section 10.

10.1          Establishment of Performance Goals.    Performance Goals applicable to a Performance Award shall be established by the Committee in its absolute discretion and not more than 90 days after the beginning of the relevant Performance Period. Such Performance Goals for Performance Awards that are intended to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code shall be based on one or more of the following business criteria: earnings per share, operating income or profit, net income, gross or net sales, expenses, expenses as a percentage of net sales, inventory turns, cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment), gross profit, margins, working capital, earnings before interest and tax (EBIT), earnings before interest, tax, depreciation and amortization (EBITDA), return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue), revenue growth, share price (including, but not limited to, growth measures and total shareholder return), operating efficiency, productivity ratios, market share, economic value added and safety. For Performance Awards that are intended to so qualify under Section 162(m), the targets shall be established within the required time period. Any of the above criteria may be used to measure the performance of the Company, a Subsidiary, and/or affiliate of the Company as a whole or any business unit of the Company, Subsidiary, and/or such an affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select criteria based on the Company’s share price as compared to various stock market indices. The Committee, in its sole discretion, may modify the Performance Goals if it determines that circumstances have changed and modification is required to reflect the original intent of the Performance Goals; provided, however, that no such change or modification may be made to the extent it increases the amount of compensation payable to any Participant who is a “covered employee” within the meaning of Code Section 162(m).

10.2          Levels of Performance Required to Earn Performance Awards.    At or about the same time that Performance Goals are established for a specific period, the Committee shall in its absolute discretion establish the percentage of the Performance Awards granted for such Performance Period which shall be earned by the Participant for various levels of performance measured in relation to achievement of Performance Goals for such Performance Period.

10.3          Other Terms.    The Committee shall determine the terms and conditions applicable to any Performance Award, which may include vesting provisions, restrictions on the delivery of Common Stock payable in connection with the Performance Award, the requirement that such Common Stock be delivered in the form of Restricted Stock, or other restrictions that could result in the future forfeiture of all or part of any Common Stock earned. The Committee may provide that shares of Common Stock issued in connection with a Performance Award be held in escrow and/or legended.

10.4          Notification to Participants.    Promptly after the Committee has established or modified the Performance Goals with respect to a Performance Award, the Participant shall be provided with written notice of the Performance Goals so established or modified.

10.5          Measurement of Performance Against Performance Goals.    The Committee shall, as soon as practicable after the close of a Performance Period, determine:

(a) the extent to which the Performance Goals for such Performance Period have been achieved; and

(b) the percentage of the Performance Awards earned as a result.

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These determinations shall be absolute and final as to the facts and conclusions therein made and be binding on all parties. Promptly after the Committee has made the foregoing determination, each Participant who has earned Performance Awards shall be notified, in writing thereof. For all purposes of this Plan, notice shall be deemed to have been given the date action is taken by the Committee making the determination. Participants may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of all or any portion of their Performance Awards during the Performance Period, except that Performance Awards may be transferable by assignment by a Participant to the extent provided in the applicable Performance Award agreement.

10.6          Treatment of Performance Awards Earned.    Upon the Committee’s determination that a percentage of any Performance Awards have been earned for a Performance Period, Participants to whom such earned Performance Awards have been granted and who have been (or were) in the employ of the Company or a Subsidiary thereof continuously from the Grant Date, subject to the exceptions set forth in this section and in Section 10.9 hereof, shall be entitled, subject to the other conditions of this Plan, to payment in accordance with the terms and conditions of their Performance Awards. Such terms and conditions may permit or require that any applicable tax withholding be deducted from the amount payable. Performance Awards shall under no circumstances become earned or have any value whatsoever for any Participant who is not in the employ of the Company or a Subsidiary continuously during the entire Performance Period for which such Performance Award was granted, except as provided by the Committee in circumstances it deems advisable or as provided in Section 10.9 hereof.

10.7          Distribution.    Distributions payable pursuant to Section 10.6 above shall be made as soon as practicable after the Committee determines the Performance Awards have been earned unless the provisions of Section 10.8 hereof are applicable to a Participant.

10.8          Deferral of Receipt of Performance Award Distributions; Compliance with Section 409A.    With the consent of the Committee, a Participant who has been granted a Performance Award may elect to defer receipt of all or any part of any distribution associated with that Performance Award pursuant to the terms of a deferred compensation plan of the Company. In any such event, the agreement evidencing such Performance Award shall comply in all respects with the applicable requirements of Section 409A of the Code and the regulations promulgated thereunder.

10.9          Non-Disqualifying Termination of Employment.    Exceptions to the requirement of continuous employment during a Performance Period for Performance Award distribution include Retirement as defined in Section 11.4(a), or termination of a Participant’s employment by reason of death (in which event the Performance Award may be transferable by will or the laws of descent and distribution only to such Participant’s beneficiary designated to receive the Performance Award or to the Participant’s applicable legal representatives, heirs or legatees) or total and permanent disability, with the consent of the Committee, occurring during the Performance Period applicable to the subject Performance Award. In the instance of Retirement, death or total and permanent disability as described above, a distribution of the Performance Award shall be made as soon as practicable, with the distributed amount equal to the amount that could have been earned during the Performance Period if the Participant were continuously employed by the Company or a Subsidiary until the last day of the Performance Period; provided, that the amount earned will be established by the Committee (i) based upon the actual achievement level of the Performance Goals for any fiscal year during the Performance Period that was completed prior to termination and for the fiscal year in which the termination occurred, and (ii) based upon the assumed achievement of target levels of the Performance Goals for any subsequent fiscal year during the Performance Period.

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11.          General

11.1          Effective Date.    The Plan will become effective upon its approval by the Board, subject to approval by the Company’s stockholders.

11.2          Duration.    The Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed. No Incentives may be granted under the Plan after the tenth anniversary of the date the Plan is approved by the Company’s stockholders.

11.3          Limits on Transfer of Awards.    No Award and no right under any such Award shall be transferable by a Participant for any consideration. Except as otherwise provided by the terms of this Plan, no Award and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution. The Committee may establish procedures as it deems appropriate for a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. The Committee, in its discretion and subject to such additional terms and conditions as it determines, may permit a Participant to transfer a Stock Option to any “family member” (as such term is defined in the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act of 1933, as amended) at any time that such Participant holds such Option, provided that such transfers may not be for value (i.e., the transferor may not receive any consideration therefore) and the family member may not make any subsequent transfers other than by will or by the laws of descent and distribution. Each Award under the Plan or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant, except as provided herein or in an agreement evidencing an Award or amendment thereto relating to a Stock Option) or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.

11.4          Effect of Retirement or Other Termination.

(a) In the event of a Participant’s Retirement (as defined below), if and to the extent provided in the agreement evidencing any Incentive described in this sentence, (1) all outstanding Restricted Stock Awards, Stock Options, SARs and Restricted Stock Units previously granted to the Participant will become 100% vested, (2) the Participant shall be entitled to exercise any outstanding Stock Options and SARs for the remainder of the original term of the Stock Option or SAR, provided that if the Participant violates his/her Non-Compete Agreement (as defined below), all of his/her unexercised Stock Options and SARs shall terminate immediately and be forfeited to the Company and (3) the Participant will become entitled to a distribution of any Performance Award as described in Section 10.9. For purposes of this Plan, “Retirement” means the termination of employment with the Company or a Subsidiary for any reason other than death, Disability or Termination for Cause (as defined below) at any time after the Participant has attained the age of fifty-five years or a different age specified for a Participant for any Incentive) if the Participant has executed a Non-Compete Agreement (as defined below). “Non-Compete Agreement” means an agreement not to directly or indirectly render services (including consulting or research) for a period of three years to any person or business organization that is engaged in the development, manufacture and sale of any product, process or service (including any component thereof or research to develop information useful in connection with a product or service) that is being designed, developed, assembled, manufactured, marketed or sold by anyone other than the Company and which is of the same general type, performs similar functions, competes with or is used for the same purposes as a product of the Company or a Subsidiary. “Termination for Cause” means the termination of employment with the Company or a Subsidiary as a result of an illegal act, gross insubordination or willful violation of a policy of the Company or a Subsidiary by a Participant.

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(b) In the event that a Participant ceases to be an employee of or consultant to the Company or a Subsidiary or a director of the Company, as applicable, for any reason other than Retirement, including death or disability, any Incentives may be exercised or shall expire at such times as may be set forth in the agreement, if any, applicable to the Incentive, or otherwise as determined by the Committee.

11.5          Restrictions under Securities Laws.    Notwithstanding anything in this Plan to the contrary: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of Award of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the Award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

11.6          Adjustment.    In the event of any change in the outstanding Common Stock of the Company by reason of a stock dividend, stock split, reverse stock split, combination of shares, spin-off, dividend (other than regular, quarterly cash dividends), recapitalization, merger or similar event, the Committee shall make appropriate adjustments in the number of shares of Common Stock then subject to the Plan, the shares of Common Stock issuable pursuant to any Incentive, the exercise price of any Stock Option or SAR, the Performance Goals for any Incentive, and other provisions of this Plan and outstanding Incentives, in order to reflect the change in the Common Stock and to provide Participants with the same relative rights before and after such adjustment.

11.7          Incentive Plans and Agreements.    Except in the case of Stock Awards, the terms of each Incentive shall be stated in a plan or agreement approved by the Committee. The Committee shall communicate the key terms of each Award to the Participant promptly after the Committee approves the grant of such Award.

11.8          Withholding.

(a) The Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes required by law to be withheld. At any time when a Participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with a distribution of Common Stock or upon exercise of a Stock Option or SAR or upon vesting of Restricted Stock, the Participant may satisfy this obligation in whole or in part by electing (the “Election”) to have the Company withhold, from the distribution or from such shares of Restricted Stock, shares of Common Stock having a value up to the minimum amount of withholding taxes required to be collected on the transaction. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“Tax Date”).

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(b) Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive. An Election is irrevocable.

11.9            No Continued Employment, Engagement or Right to Corporate Assets.    No Participant under the Plan shall have any right, because of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an employee, a consultant, such persons’ beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

11.10          Payments Under Incentives.    Payment of cash or distribution of any shares of Common Stock to which a Participant is entitled under any Incentive shall be made as provided in the Incentive. Except as permitted under Section 11.14, payments and distributions may not be deferred under any Incentive unless the deferral complies with the requirements of Code Section 409A.

11.11          Amendment of the Plan.    The Board or Committee may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment shall, without approval of the stockholders of the Company, (a) increase the maximum number of shares of Common Stock which may be issued to all Participants under the Plan, or (b) make any other change for which stockholder approval is required by law or under the applicable rules of the New York Stock Exchange.

11.12          Amendment of Agreements for Incentives; No Stock Option or SAR Repricing Without Stockholder Approval.    Except as otherwise provided in this Section 11.12, the terms of an existing Incentive may be amended by agreement between the Committee and the Participant. Notwithstanding the foregoing sentence, except as permitted under Section 11.6, 11.13 or 11.14, (a) without the prior approval of the Company’s stockholders, (i) no Stock Option or SAR will be repriced, replaced, or regranted through cancellation, (ii) the exercise price of a previously granted Stock Option or SAR will not be lowered and (iii) no Stock Option or SAR whose Fair Market Value is lower than its exercise price will be exchanged for cash or another Incentive, and (b) no such amendment shall (i) extend the maximum period during which such Incentive may be exercised, either by extending the term of the Incentive or by extending the exercise period following termination of employment or any other applicable event, or (ii) reduce the exercise price per share below the Fair Market Value of the Common Stock on the date the Incentive was granted, unless, in either case, the Incentive, as amended, complies with the requirements of Section 409A.

11.13          Change in Control.    In the event of a Change in Control, the Committee or a comparable committee of any corporation assuming the obligations of the Company hereunder shall declare (a) that the restriction period of all Restricted Stock and Restricted Stock Units has been eliminated; (b) that all Restricted Stock Units shall be payable in connection with the Change in Control, pursuant to the following paragraph, if applicable; (c) that subject to the third paragraph of this Section 11.13, all outstanding Stock Options and SARs shall accelerate and become exercisable in full but that all outstanding Stock Options and SARs, whether or not exercisable prior to such acceleration, must be exercised within the period of time set forth in a notice to Participant or they will terminate; and (d) that all Performance Awards granted to Participants are deemed earned.

13

In connection with any declaration pursuant to this Section 11.13 that applies to Restricted Stock Units that are payable in cash, the Committee shall cause a cash payment to be made to each Participant who holds any such Restricted Stock Unit in an amount equal to the product obtained by multiplying (a) the amount of the Transaction Proceeds Per Share (as defined in the following sentence) times (b) the number of shares of Common Stock covered by such Restricted Stock Unit. For purposes of this Section 11.13, “Transaction Proceeds Per Share” shall mean the cash plus the Fair Market Value of the non-cash consideration to be received per share by the shareholders of the Company upon the occurrence of the transaction.

In connection with any declaration pursuant to this Section 11.13 that applies to Stock Options or SARs, the Committee may, but shall not be obligated to, cause a cash payment to be made to each Participant who holds a Stock Option or SAR that is terminated in an amount equal to the product obtained by multiplying (a) the amount (if any) by which the Transaction Proceeds Per Share exceeds the exercise price per share covered by such Stock Option, times (b) the number of shares of Common Stock covered by such Stock Option or SAR.

The Board may restrict the rights of Participants or the applicability of this Section 11.13 to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any other applicable law or regulation. The grant of an Incentive Award pursuant to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

11.14          Deferred Compensation.

(a) Except to the extent such acceleration or deferral is permitted or complies with the requirements of Code Section 409A and the regulations promulgated thereunder, neither the Committee nor a Participant may accelerate or defer the time or schedule of any payment of, or the amount scheduled to be paid under, an Incentive that constitutes Deferred Compensation; provided, however, that payment shall be permitted if it is in accordance with a fixed date or schedule or on account of “separation from service,” “disability,” death, “change in control” or “unforeseeable emergency” as those terms are defined under Code Section 409A and the regulations promulgated thereunder.

(b) Notwithstanding anything in the Plan, unless the agreement evidencing the Incentive specifically provides otherwise, the Company may not make payment to a Specified Employee of any Incentive that constitutes Deferred Compensation, earlier than 6 months following the Participant’s “separation from service” as defined for purposes of Code Section 409A (or if earlier, upon the Specified Employee’s death), except as permitted under Code Section 409A and the regulations promulgated thereunder. Any payments that otherwise would be payable to the Specified Employee during the foregoing 6 month period will be accumulated and payment delayed until the first date after the 6 month period. The Committee may specify in the Stock Incentive Agreement, that the amount of the Deferred Compensation delayed shall accumulate interest, earnings or Dividend Equivalents (as applicable) during the period of such delay.

(c) The Committee may, however, reform any provision in an Incentive intended to comply with (or be exempt from) Code Section 409A to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Code Section 409A and the regulations promulgated thereunder.

11.15          Prior Plans.    Notwithstanding the adoption of this Plan by the Board and its approval by the stockholders, the Company’s Prior Plans, as they have been amended from time to time, shall remain in effect, and all grants and awards made under the Prior Plans shall be governed by the terms of the Prior Plans. No further grants shall be made under the Prior Plans.

14

· Approved by the Board of Directors on December 10, 2008.

· Approved by the stockholders on February 25, 2009.

· Amended on October 20, 2009 to add an additional 3,000,000 shares to the Plan reserve; amendment approved by the stockholders on February 18, 2010.

· Amended June 8, 2010.

· Amended February 15, 2012 (Section 3.2 – Delegation of Authority)

15

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Gary E. Hendrickson, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of The Valspar Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2012	/s/Gary E. Hendrickson
	Gary E. Hendrickson
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Lori A. Walker, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of The Valspar Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2012	/s/Lori A. Walker
	Lori A. Walker
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Valspar Corporation (the “Company”) on Form 10-Q for the quarter ended April 27, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary E. Hendrickson, Chief Executive Officer of the Company and I, Lori A. Walker, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gary E. Hendrickson

Gary E. Hendrickson

President and Chief Executive Officer

June 6, 2012

/s/ Lori A. Walker

Lori A. Walker

Senior Vice President and Chief Financial Officer

June 6, 2012

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Derivative Financial Instruments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jan. 27, 2012	Apr. 27, 2012	Apr. 29, 2011 Interest Rate Derivative Contracts [Member]	Apr. 29, 2011 Foreign Currency Contracts Maturing In 2011 [Member]	Apr. 27, 2012 Foreign Currency Contracts Maturing In 2012 [Member]	Apr. 29, 2011 Foreign Currency Contracts Maturing In 2012 [Member]	Jan. 27, 2012 Treasury Lock Contracts [Member]	Apr. 29, 2011 Treasury Lock Contracts [Member]	Jan. 27, 2012 Senior Notes Due 2022 At 4.20% [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives related to outstanding debt			$ 50,000				$ 200,000
Notional amount of interest rate derivatives related to forecasted debt issuances								100,000
Notional amount of foreign currency contracts				6,454	6,583	3,005
Settlement of treasury lock contracts	(27,875)	(27,875)
Unsecured senior notes									$ 400,000

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jan. 27, 2012	Jan. 28, 2011	Oct. 28, 2011
Income Taxes [Abstract]
Liability recorded for gross unrecognized tax benefits			$ 12,948
Unrecognized tax benefits that would affect the effective tax rate			12,203
Accrued interest and penalties			4,620
Income tax expense benefit for an increase in the tax basis of assets	3,600
U.S. federal research and development tax credit		$ 1,250

XML

Stock-Based Compensation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Stock-Based Compensation [Abstract]
Stock-based compensation expense before tax	$ 3,248	$ 1,801	$ 5,710	$ 3,789
Stock-based compensation expense after tax	$ 2,157	$ 1,192	$ 3,772	$ 2,475

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Acquisitions And Divestitures (Details) In Thousands, unless otherwise specified		12 Months Ended
	Sep. 20, 2010 AUD	Jun. 30, 2010 Wattyl Limited [Member] AUD	Dec. 31, 2010 Isocoat Tintas E Vernizes Ltda. [Member] USD ($)
Business Acquisition [Line Items]
Net sales before acquisition		386,500	$ 35,000
Cash paid to acquire entity	142,000

XML

Derivative Financial Instruments (Tables)

6 Months Ended

Apr. 27, 2012

Derivative Financial Instruments [Abstract]

Description Of Derivative Assets And Liabilities To Fair Value Measurement

	Fair Value at April 27, 2012		Fair Value at October 28, 2011		Fair Value at April 29, 2011
	Level 21		Level 21		Level 21
Assets
Prepaid expenses and other:
Foreign currency contracts	$	—	$	3	$	—
Total Assets	$	—	$	3	$	—
Liabilities
Accrued liabilities other:
Foreign currency contracts	$	182	$	—	$	634
Treasury lock contracts		—		20,005		788
Total Liabilities	$	182	$	20,005	$	1,422

Derivative Gains (Losses) Recognized In Accumulated Other Comprehensive Income And Statement Of Income Classification

Three Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(340	)	Other income / (expense), net	$	170
Treasury lock contracts		303		Interest expense		(302	)
Total derivatives designated as cash flow hedges	$	(37	)		$	(132	)
Three Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(383	)	Other income / (expense), net	$	(160	)
Treasury lock contracts		(1,179	)	Interest expense		391
Interest rate derivative contracts		47		Interest expense		(47	)
Total derivatives designated as cash flow hedges	$	(1,515	)		$	184

Six Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(186	)	Other income / (expense), net	$	352
Treasury lock contracts		(7,725	)	Interest expense		(145	)
Total derivatives designated as cash flow hedges	$	(7,911	)		$	207
Six Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(269	)	Other income / (expense), net	$	(234	)
Treasury lock contracts		(1,570	)	Interest expense		782
Interest rate derivative contracts		385		Interest expense		(388	)
Total derivatives designated as cash flow hedges	$	(1,454	)		$	160

²     Accumulated other comprehensive income (loss) (AOCI) is included on the Condensed Consolidated Balance Sheet in the Stockholders' Equity section and is reported net of tax. The amounts disclosed in the above table are reported pretax and represent the quarterly derivative activity.

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Restructuring (Restructuring Charges By Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Liability Beginning Balance			$ 10,446	$ 5,955
Expense	4,418	1,462	9,515	2,858
Activity			(11,179)	(4,991)
Liability Ending Balance	8,782	3,822	8,782	3,822
Coatings [Member]
Liability Beginning Balance			6,686	3,173
Expense			1,035	2,458
Activity			(4,297)	(3,284)
Liability Ending Balance	3,424	2,347	3,424	2,347
Paints [Member]
Liability Beginning Balance			3,323	2,782
Expense			7,798	400
Activity			(5,920)	(1,707)
Liability Ending Balance	5,201	1,475	5,201	1,475
All Other [Member]
Liability Beginning Balance			437
Expense			682
Activity			(962)
Liability Ending Balance	157		157
Severance And Employee Benefits [Member] | Coatings [Member]
Liability Beginning Balance			3,884	1,139
Expense			532	1,112
Activity			(2,125)	(1,499)
Liability Ending Balance	2,291	752	2,291	752
Severance And Employee Benefits [Member] | Paints [Member]
Liability Beginning Balance			2,915	19
Expense			3,066
Activity			(2,318)	(18)
Liability Ending Balance	3,663	1	3,663	1
Severance And Employee Benefits [Member] | All Other [Member]
Liability Beginning Balance			437
Expense			682
Activity			(962)
Liability Ending Balance	157		157
Asset Impairments [Member] | Coatings [Member]
Expense			312	252
Asset impairments			(312)	(252)
Asset Impairments [Member] | Paints [Member]
Expense			2,911
Asset impairments			(2,911)
Exit Costs (Consulting/Site Clean-Up) [Member] | Coatings [Member]
Liability Beginning Balance			2,802	2,034
Expense			191	1,094
Activity			(1,860)	(1,533)
Liability Ending Balance	1,133	1,595	1,133	1,595
Exit Costs (Consulting/Site Clean-Up) [Member] | Paints [Member]
Liability Beginning Balance			408	2,763
Expense			1,821	400
Activity			(691)	(1,689)
Liability Ending Balance	$ 1,538	$ 1,474	$ 1,538	$ 1,474

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Debt And Money Market Securities (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jan. 27, 2012	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 396,816	$ 396,816
Fair values of short-term securities		109,995	34,114	16,751
Restricted cash		21,309	20,378	16,977
Senior Notes Due 2022 At 4.20% [Member]
Debt Instrument [Line Items]
Unsecured senior notes	400,000
Interest rate of debt instrument	4.20%
Debt instrument, maturity date	Jan. 15, 2022
Senior Notes Due 2012 At 5.625% [Member]
Debt Instrument [Line Items]
Unsecured senior notes	$ 200,000	$ 200,000
Interest rate of debt instrument	5.625%	5.625%
Debt instrument, maturity date	May 01, 2012

XML

Goodwill And Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Oct. 28, 2011
Goodwill And Other Intangible Assets [Abstract]
Change in Goodwill	$ 6,183
Goodwill	1,064,189	1,385,406	1,058,006
Intangible asset amortization expense	3,306	3,723
Future amortization expense, year one	7,000
Future amortization expense, year two	7,000
Future amortization expense, year three	7,000
Future amortization expense, year four	7,000
Future amortization expense, year five	$ 7,000

XML

Pensions And Other Postretirement Benefits (Schedule Of Periodic Benefit Cost) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,051	$ 1,113	$ 2,103	$ 2,219
Interest cost	3,526	3,660	7,051	7,308
Expected return on plan assets	(4,849)	(4,397)	(9,692)	(8,781)
Amortization of prior service cost	109	99	218	198
Recognized actuarial (gain)/loss	1,716	1,512	3,432	3,022
Net Periodic Benefit Cost	1,553	1,987	3,112	3,966
Post-Retirement Medical Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	31	47	62	94
Interest cost	112	128	224	256
Amortization of prior service cost	(32)	(32)	(64)	(64)
Recognized actuarial (gain)/loss	118	76	236	152
Net Periodic Benefit Cost	$ 229	$ 219	$ 458	$ 438

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Inventories

6 Months Ended

Apr. 27, 2012

Inventories [Abstract]

Inventories

NOTE 4: INVENTORIES

The major classes of inventories consist of the following:

	April 27, 2012		October 28, 2011		April 29, 2011
Manufactured products	$	232,056	$	189,754	$	265,892
Raw materials, supplies and work-in-progress		159,506		146,996		165,345
Total Inventories	$	391,562	$	336,750	$	431,237

XML

Debt And Money Market Securities (Carrying Value And Fair Market Value Of Debt) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Debt Instrument [Line Items]
Carrying value of debt	$ 1,271,013	$ 1,057,124	$ 1,257,498
Fair value of debt	1,403,079	1,144,058	1,354,508
Publicly Traded Debt [Member]
Debt Instrument [Line Items]
Carrying value of debt	1,200,000	800,000	800,000
Fair value of debt	1,332,850	888,251	898,503
Non-Publicly Traded Debt [Member]
Debt Instrument [Line Items]
Carrying value of debt	71,013	257,124	457,498
Fair value of debt	$ 70,229	$ 255,807	$ 456,005

XML

Restructuring (Tables)

6 Months Ended

Apr. 27, 2012

Restructuring [Abstract]

Restructuring Charges By Segment

Six Months Ended April 27, 2012	Liability Beginning Balance 10/28/2011		Expense		Activity			Liability Ending Balance 4/27/2012
Coatings
Severance and employee benefits	$	3,884	$	532	$	(2,125	)	$	2,291
Asset impairments		—		312		(312	)		—
Exit costs (consulting/site clean-up)		2,802		191		(1,860	)		1,133
Total Coatings		6,686		1,035		(4,297	)		3,424
Paints
Severance and employee benefits		2,915		3,066		(2,318	)		3,663
Asset impairments		—		2,911		(2,911	)		—
Exit costs (consulting/site clean-up)		408		1,821		(691	)		1,538
Total Paints		3,323		7,798		(5,920	)		5,201
All Other
Severance and employee benefits		437		682		(962	)		157
Total All Other		437		682		(962	)		157
Total	$	10,446	$	9,515	$	(11,179	)	$	8,782

Six Months Ended April 29, 2011	Liability Beginning Balance 10/29/2010		Expense		Activity			Liability Ending Balance 4/29/2011
Coatings
Severance and employee benefits	$	1,139	$	1,112	$	(1,499	)	$	752
Asset impairments		—		252		(252	)		—
Exit costs (consulting/site clean-up)		2,034		1,094		(1,533	)		1,595
Total Coatings		3,173		2,458		(3,284	)		2,347
Paints
Severance and employee benefits		19		—		(18	)		1
Exit costs (consulting/site clean-up)		2,763		400		(1,689	)		1,474
Total Paints		2,782		400		(1,707	)		1,475
Total	$	5,955	$	2,858	$	(4,991	)	$	3,822

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Pensions And Other Postretirement Benefits (Tables)

6 Months Ended

Apr. 27, 2012

Pensions And Other Postretirement Benefits [Abstract]

Schedule Of Periodic Benefit Cost

The net periodic benefit cost of the pension benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	1,051		$	1,113		$	2,103		$	2,219
Interest cost		3,526			3,660			7,051			7,308
Expected return on plan assets		(4,849	)		(4,397	)		(9,692	)		(8,781	)
Amortization of prior service cost		109			99			218			198
Recognized actuarial (gain)/loss		1,716			1,512			3,432			3,022
Net Periodic Benefit Cost	$	1,553		$	1,987		$	3,112		$	3,966

The net periodic benefit cost of the post-retirement medical benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	31		$	47		$	62		$	94
Interest cost		112			128			224			256
Amortization of prior service cost		(32	)		(32	)		(64	)		(64	)
Recognized actuarial (gain)/loss		118			76			236			152
Net Periodic Benefit Cost	$	229		$	219		$	458		$	438

XML

Debt And Money Market Securities (Components Of Non-Publicly Traded Debt) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Debt Instrument [Line Items]
Carrying value of debt	$ 1,271,013	$ 1,057,124	$ 1,257,498
Non-Publicly Traded Debt [Member]
Debt Instrument [Line Items]
Commercial paper		153,955	344,903
Credit facility borrowings	49,145	74,827	89,851
Industrial development bonds	12,502	12,502	12,502
Uncommitted borrowings	9,366	15,840	10,242
Carrying value of debt	$ 71,013	$ 257,124	$ 457,498

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Net Income Per Common Share (Tables)

6 Months Ended

Apr. 27, 2012

Net Income Per Common Share [Abstract]

Schedule Of Calculations Of Net Income Per Share

	Three Months Ended					Six Months Ended
	April 27, 2012			April 29, 2011		April 27, 2012		April 29, 2011
Basic
Net income	$	76,540	$		56,308	$	132,322	$	89,735
Weighted-average common shares outstanding - basic		92,068,366			94,432,627		92,464,748		95,646,147
Net Income per Common Share – Basic	$	0.83	$		0.60	$	1.43	$	0.94
Diluted
Net income	$	76,540	$		56,308	$	132,322	$	89,735
Weighted-average common shares outstanding – basic		92,068,366			94,432,627		92,464,748		95,646,147
Diluted effect of stock options and unvested restricted stock		3,026,003			3,064,418		2,877,801		2,924,462
Equivalent average common shares outstanding - diluted		95,094,369			97,497,045		95,342,549		98,570,609
Net Income per Common Share - Diluted	$	0.80	$		0.58	$	1.39	$	0.91

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Basis Of Presentation (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Jan. 27, 2012
Senior Notes Due 2022 At 4.20% [Member]
Unsecured senior notes		$ 400,000
Interest rate of debt instrument		4.20%
Senior Notes Due 2012 At 5.625% [Member]
Unsecured senior notes	$ 200,000	$ 200,000
Interest rate of debt instrument	5.625%	5.625%

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Acquisitions And Divestitures

6 Months Ended

Apr. 27, 2012

Acquisitions And Divestitures [Abstract]

Acquisitions And Divestitures

NOTE 3: ACQUISITIONS AND DIVESTITURES

In February 2011, we acquired Isocoat Tintas e Vernizes Ltda. (Isocoat), a Brazilian powder coatings business serving customers in Brazil, Argentina and Colombia. The acquisition strengthened our manufacturing, marketing and distribution in a growing region. Isocoat had 2010 sales of approximately $35,000. The acquisition was recorded at fair value in the second quarter of fiscal year 2011. The purchase price allocation was completed in the third quarter of fiscal year 2011. Accordingly, the net assets and operating results are included in our financial statements from the date of acquisition.

In September 2010, we acquired all the outstanding shares of Australian paint manufacturer Wattyl Limited (ASX:WYL) for approximately AUD 142,000 and assumed Wattyl's existing debt. The acquisition was paid for primarily through the use of existing cash and cash equivalents. Wattyl's fiscal year 2010 net sales were approximately AUD 386,500. Wattyl distributes leading paint brands through company-owned stores, independent dealers, hardware chains and home centers. The acquisition was recorded at fair value in the fourth quarter of fiscal year 2010. The purchase price allocation was completed in the first quarter of fiscal year 2011. Accordingly, the net assets and operating results are included in our financial statements from the date of acquisition.

Pro forma results of operations for the acquisitions noted above have not been presented, as they were immaterial to the reported results on an individual and combined basis.

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Accounts Payable (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Accounts Payable [Abstract]
Outstanding checks included in trade accounts payable	$ 33,640	$ 42,502	$ 34,483

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Derivative Financial Instruments (Description Of Derivative Assets And Liabilities To Fair Value Measurement) (Details) (Fair Value, Inputs, Level 2 [Member], USD $) In Thousands, unless otherwise specified	Apr. 27, 2012		Oct. 28, 2011		Apr. 29, 2011
Derivatives, Fair Value [Line Items]
Total Assets			$ 3	[1]
Total Liabilities	182	[1]	20,005	[1]	1,422	[1]
Foreign Currency Contracts [Member]
Derivatives, Fair Value [Line Items]
Total Assets			3	[1]
Total Liabilities	182	[1]			634	[1]
Treasury Lock Contracts [Member]
Derivatives, Fair Value [Line Items]
Total Liabilities			$ 20,005	[1]	$ 788	[1]

[1] The fair value is calculated as 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 (an exit price). Our derivative financial instruments are categorized as Level 2 assets or liabilities as they have observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. The fair market value was estimated using market data for the components of the derivatives financial instruments. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. There were no transfers of derivative financial instruments between Level 1 and Level 2 of the fair value hierarchy as of April 27, 2012, October 28, 2011 or April 29, 2011.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
ASSETS
Cash and cash equivalents	$ 208,491	$ 178,167	$ 120,051
Restricted cash	21,309	20,378	16,977
Accounts and notes receivable less allowance (4/27/12 - $17,807; 10/28/11 - $14,977; 4/29/11 - $13,839)	738,706	664,855	708,495
Inventories	391,562	336,750	431,237
Deferred income taxes	49,303	50,685	49,850
Prepaid expenses and other	86,812	74,302	79,391
TOTAL CURRENT ASSETS	1,496,183	1,325,137	1,406,001
GOODWILL	1,064,189	1,058,006	1,385,406
INTANGIBLES, NET	555,654	553,286	654,774
OTHER ASSETS	20,382	13,560	14,967
LONG-TERM DEFERRED INCOME TAXES	1,936	1,909	4,902
Gross property, plant and equipment	1,391,052	1,352,282	1,374,828
Less accumulated depreciation	(850,126)	(804,029)	(800,976)
NET PROPERTY, PLANT AND EQUIPMENT	540,926	548,253	573,852
TOTAL ASSETS	3,679,270	3,500,151	4,039,902
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt	9,138	169,516	354,467
Current portion of long-term debt	200,000	207,803
Trade accounts payable	471,471	463,580	473,794
Income taxes	27,433	17,684	35,579
Other accrued liabilities	347,156	401,350	319,371
TOTAL CURRENT LIABILITIES	1,055,198	1,259,933	1,183,211
LONG-TERM DEBT, NET OF CURRENT PORTION	1,061,875	679,805	903,031
DEFERRED INCOME TAXES	210,352	214,920	263,503
OTHER LONG-TERM LIABILITIES	139,893	132,943	155,316
TOTAL LIABILITIES	2,467,318	2,287,601	2,505,061
STOCKHOLDERS' EQUITY:
Common Stock (Par Value - $0.50; Authorized - 250,000,000 shares; Shares issued, including shares in treasury - 118,442,624)	59,220	59,220	59,220
Additional paid-in capital	398,664	397,793	383,675
Retained earnings	1,316,997	1,221,750	1,483,767
Accumulated other comprehensive income (loss)	84,941	62,779	128,319
Less cost of common stock in treasury (4/27/12 - 26,892,031 shares; 10/28/11 - 24,888,494 shares; 4/29/11 - 24,822,271 shares)	(647,870)	(528,992)	(520,140)
TOTAL STOCKHOLDERS' EQUITY	1,211,952	1,212,550	1,534,841
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 3,679,270	$ 3,500,151	$ 4,039,902

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Guarantees And Contractual Obligations (Deferred Revenue And Warranties For Certain Products Disclosure) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011
Guarantees And Contractual Obligations [Abstract]
Beginning balance, October	$ 73,679	$ 74,907
Additional net deferred revenue/accrual made during the period	12,728	7,863
Payments made during the period	(5,119)	(6,921)
Ending Balance	$ 81,288	$ 75,849

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Basis Of Presentation

6 Months Ended

Apr. 27, 2012

Basis Of Presentation [Abstract]

Basis Of Presentation

NOTE 1: BASIS OF PRESENTATION

THE VALSPAR CORPORATION AND SUBSIDIARIES

The accompanying unaudited condensed consolidated financial statements of The Valspar Corporation have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended April 27, 2012 are not necessarily indicative of the results that may be expected for the year ending October 26, 2012.

Subsequent to April 27, 2012, we retired our $200,000 of 5.625% Senior Notes that matured on May 1, 2012. See Note 9 for more information. There were no other subsequent events that require recognition or disclosure.

Certain amounts in the 2011 financial statements have been reclassified to conform to the 2012 presentation. Such reclassifications had no effect on net income or stockholders' equity as previously reported.

The Condensed Consolidated Balance Sheet at October 28, 2011 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended October 28, 2011.

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Comprehensive Income (Loss) (Schedule Of Comprehensive Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Comprehensive Income (Loss) [Abstract]
Net income	$ 76,540	$ 56,308	$ 132,322	$ 89,735
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	24,894	25,918	27,099	41,229
Net gain (loss) on financial instruments	(153)	(1,079)	(4,937)	(997)
Total Comprehensive Income (Loss)	$ 101,281	$ 81,147	$ 154,484	$ 129,967

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Inventories (Tables)

6 Months Ended

Apr. 27, 2012

Inventories [Abstract]

Schedule Of Inventories

	April 27, 2012		October 28, 2011		April 29, 2011
Manufactured products	$	232,056	$	189,754	$	265,892
Raw materials, supplies and work-in-progress		159,506		146,996		165,345
Total Inventories	$	391,562	$	336,750	$	431,237

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Comprehensive Income (Loss) (Schedule Of Accumulated Other Comprehensive Income (Loss), Net Of Tax) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Comprehensive Income (Loss) [Abstract]
Foreign currency translation	$ 179,890	$ 152,791	$ 201,195
Pension and postretirement benefits, net	(84,432)	(84,432)	(79,100)
Unrealized gain (loss) on financial instruments	(10,517)	(5,580)	6,224
Accumulated Other Comprehensive Income (Loss)	$ 84,941	$ 62,779	$ 128,319

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Segment Information (Tables)

6 Months Ended

Apr. 27, 2012

Segment Information [Abstract]

Description Of Comparative Segment Reporting Information

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net Sales
Coatings	$	540,825		$	509,136		$	1,035,474		$	965,525
Paints		426,311			418,380			765,868			754,331
All Other		102,081			93,508			183,936			168,378
Less Intersegment Sales		(36,645	)		(28,295	)		(67,059	)		(53,101	)
Total Net Sales	$	1,032,572		$	992,729		$	1,918,219		$	1,835,133
EBIT
Coatings	$	89,124		$	59,913		$	162,996		$	110,738
Paints		49,322			38,964			72,687			58,477
All Other		(8,144	)		656			(14,144	)		(6,858	)
Total EBIT	$	130,302		$	99,533		$	221,539		$	162,357
Interest Expense	$	19,288		$	15,486		$	35,077		$	31,045
Income Before Income Taxes	$	111,014		$	84,047		$	186,462		$	131,312

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Accounts Payable

6 Months Ended

Apr. 27, 2012

Accounts Payable [Abstract]

Accounts Payable

NOTE 2: ACCOUNTS PAYABLE

Trade accounts payable includes $33,640 at April 27, 2012, $42,502 at October 28, 2011 and $34,483 at April 29, 2011, of issued checks that had not cleared our bank accounts.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Condensed Consolidated Balance Sheets [Abstract]
Accounts and notes receivable, allowance	$ 17,807	$ 14,977	$ 13,839
Common stock, par value	$ 0.50	$ 0.50	$ 0.50
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued, including shares in treasury	118,442,624	118,442,624	118,442,624
Treasury stock, shares	26,892,031	24,888,494	24,822,271

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Pensions And Other Postretirement Benefits

6 Months Ended

Apr. 27, 2012

Pensions And Other Postretirement Benefits [Abstract]

Pensions And Other Postretirement Benefits

NOTE 12: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We sponsor a number of defined benefit pension plans for certain hourly and salaried employees. The benefits for most of these plans are generally based on stated amounts for each year of service. We fund the plans in amounts consistent with the limits of allowable tax deductions.

The net periodic benefit cost of the pension benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	1,051		$	1,113		$	2,103		$	2,219
Interest cost		3,526			3,660			7,051			7,308
Expected return on plan assets		(4,849	)		(4,397	)		(9,692	)		(8,781	)
Amortization of prior service cost		109			99			218			198
Recognized actuarial (gain)/loss		1,716			1,512			3,432			3,022
Net Periodic Benefit Cost	$	1,553		$	1,987		$	3,112		$	3,966

The net periodic benefit cost of the post-retirement medical benefits is as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Service cost	$	31		$	47		$	62		$	94
Interest cost		112			128			224			256
Amortization of prior service cost		(32	)		(32	)		(64	)		(64	)
Recognized actuarial (gain)/loss		118			76			236			152
Net Periodic Benefit Cost	$	229		$	219		$	458		$	438

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Document And Entity Information	6 Months Ended
	Apr. 27, 2012	May 29, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 27, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Filer Category	Large Accelerated Filer
Entity Registrant Name	VALSPAR CORP
Entity Central Index Key	0000102741
Current Fiscal Year End Date	--10-26
Entity Common Stock, Shares Outstanding		91,214,980

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Income Taxes

6 Months Ended

Apr. 27, 2012

Income Taxes [Abstract]

Income Taxes

NOTE 13: INCOME TAXES

At October 28, 2011, we had a $12,948 liability recorded for gross unrecognized tax benefits (excluding interest and penalties). Of this total, $12,203 represents the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of October 28, 2011, we had accrued approximately $4,620 of interest and penalties relating to unrecognized tax benefits.

During the first quarter of fiscal year 2012, we recorded a $3,600 benefit to income tax expense related to an increase in the tax basis of assets for a foreign subsidiary. In the same period of fiscal year 2011, we recorded a $1,250 benefit to income tax expense for the retroactive extension of the U.S. federal research and development tax credit. There were no material adjustments to our recorded liability for unrecognized tax benefits during the second quarter of fiscal year 2012 or 2011.

The company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and numerous state and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006. The IRS is currently auditing our fiscal 2009 and 2010 U.S. federal tax returns. We are currently under audit in several state and foreign jurisdictions. We also expect various statutes of limitation to expire during the next 12 months. Due to the uncertain response of taxing authorities, a range of outcomes cannot be reasonably estimated at this time.

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Condensed Consolidated Statements Of Operations [Abstract]
Net sales	$ 1,032,572	$ 992,729	$ 1,918,219	$ 1,835,133
Cost of sales	677,132	677,219	1,269,463	1,260,710
Gross profit	355,440	315,510	648,756	574,423
Research and development	29,442	30,059	56,335	57,883
Selling, general and administrative	195,330	185,935	371,038	353,636
Operating expenses	224,772	215,994	427,373	411,519
Income from operations	130,668	99,516	221,383	162,904
Interest expense	19,288	15,486	35,077	31,045
Other (income)/expense - net	366	(17)	(156)	547
Income before income taxes	111,014	84,047	186,462	131,312
Income taxes	34,474	27,739	54,140	41,577
Net income	$ 76,540	$ 56,308	$ 132,322	$ 89,735
Net income per common share - basic	$ 0.83	$ 0.60	$ 1.43	$ 0.94
Net income per common share - diluted	$ 0.80	$ 0.58	$ 1.39	$ 0.91
Average number of common shares outstanding
- basic	92,068,366	94,432,627	92,464,748	95,646,147
- diluted	95,094,369	97,497,045	95,342,549	98,570,609
Dividends paid per common share	$ 0.20	$ 0.18	$ 0.40	$ 0.36

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Segment Information

6 Months Ended

Apr. 27, 2012

Segment Information [Abstract]

Segment Information

NOTE 7: SEGMENT INFORMATION

Based on the nature of our products, technology, manufacturing processes, customers and regulatory environment, we aggregate our operating segments into two reportable segments: Coatings and Paints. We are required to report segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources. We evaluate the performance of operating segments and allocate resources based on profit or loss from operations before interest expense and taxes (EBIT).

The Coatings segment aggregates our industrial and packaging product lines. Industrial products include a broad range of decorative and protective coatings for metal, wood and plastic. Packaging products include both interior and exterior coatings used in metal packaging containers, principally food containers and beverage cans. The products of this segment are sold throughout the world.

The Paints segment aggregates our consumer paints and automotive refinish product lines. Consumer paint products include interior and exterior decorative paints, primers, varnishes, high performance floor paints and specialty decorative products, such as enamels, aerosols and faux varnishes for the do-it-yourself and professional markets primarily in Australia, China and North America. Automotive paint products include refinish paints and aerosol spray paints sold through automotive refinish distributors, body shops and automotive supply distributors and retailers.

Our remaining activities are included in All Other. These activities include specialty polymers and colorants that are used internally and sold to other coatings manufacturers, as well as gelcoats and related products and furniture protection plans. Also included within All Other are our corporate administrative expenses. The administrative expenses include amortization expense, certain environmental-related expenses and other expenses not directly allocated to any other operating segment.

It is not practicable to obtain the information needed to disclose revenues attributable to each of our identified product lines within our reportable segments.

In the following table, sales between segments are recorded at selling prices that are below market prices, generally intended to recover internal costs. Segment EBIT includes income realized on inter-segment sales. Comparative second quarter and year-to-date results on this basis are as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net Sales
Coatings	$	540,825		$	509,136		$	1,035,474		$	965,525
Paints		426,311			418,380			765,868			754,331
All Other		102,081			93,508			183,936			168,378
Less Intersegment Sales		(36,645	)		(28,295	)		(67,059	)		(53,101	)
Total Net Sales	$	1,032,572		$	992,729		$	1,918,219		$	1,835,133
EBIT
Coatings	$	89,124		$	59,913		$	162,996		$	110,738
Paints		49,322			38,964			72,687			58,477
All Other		(8,144	)		656			(14,144	)		(6,858	)
Total EBIT	$	130,302		$	99,533		$	221,539		$	162,357
Interest Expense	$	19,288		$	15,486		$	35,077		$	31,045
Income Before Income Taxes	$	111,014		$	84,047		$	186,462		$	131,312

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Goodwill And Other Intangible Assets

6 Months Ended

Apr. 27, 2012

Goodwill And Other Intangible Assets [Abstract]

Goodwill And Other Intangible Assets

NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill as of April 27, 2012 increased from the end of fiscal year 2011 by $6,183 to $1,064,189. The increase is due to foreign currency translation.

Total intangible asset amortization expense for the six months ended April 27, 2012 was $3,306, compared to $3,723 for the same period last year. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets as of April 27, 2012 is expected to be approximately $7,000 annually.

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Comprehensive Income (Loss) (Tables)

6 Months Ended

Apr. 27, 2012

Comprehensive Income (Loss) [Abstract]

Schedule Of Comprehensive Income (Loss)

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net income	$	76,540		$	56,308		$	132,322		$	89,735
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		24,894			25,918			27,099			41,229
Net gain (loss) on financial instruments		(153	)		(1,079	)		(4,937	)		(997	)
Total Comprehensive Income (Loss)	$	101,281		$	81,147		$	154,484		$	129,967

Schedule Of Accumulated Other Comprehensive Income (Loss), Net Of Tax

	April 27, 2012			October 28, 2011			April 29, 2011
Foreign currency translation	$	179,890		$	152,791		$	201,195
Pension and postretirement benefits, net		(84,432	)		(84,432	)		(79,100	)
Unrealized gain (loss) on financial instruments		(10,517	)		(5,580	)		6,224
Accumulated Other Comprehensive Income (Loss)	$	84,941		$	62,779		$	128,319

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Restructuring

6 Months Ended

Apr. 27, 2012

Restructuring [Abstract]

Restructuring

NOTE 14: RESTRUCTURING

During the 2011 fiscal year, we initiated restructuring actions in our Coatings segment, primarily in our wood product line, which further rationalized our manufacturing capacity and reduced our overall global headcount. We also initiated restructuring actions to improve the profitability of our Australian acquisition in the Paints segment, which include facility consolidations in manufacturing and distribution, store rationalization and other related costs. These restructuring activities resulted in pre-tax charges of $4,418 or $0.04 per share after tax and $9,515 or $0.07 per share after tax for the three and six-month periods ended April 27, 2012, respectively. Pre-tax restructuring charges for these actions in both the three and six-month periods ended April 29, 2011 were $1,364 or $0.01 per share after tax. We expect the total cost of these activities, which began in fiscal year fiscal year 2011 and are anticipated to be completed in 2012, to be approximately $0.35 per share after tax. The restructuring charges for these initiatives for the full year 2011 were $0.24 per share after tax.

In fiscal year 2008, we initiated a comprehensive series of restructuring activities which were completed in fiscal year 2011. These restructuring initiatives included plant closures, reductions to research and development and selling, general and administrative expenses, manufacturing consolidation and relocation, and our exit from non-strategic product lines in certain geographies. We rationalized our manufacturing capacity and reduced our overall global headcount to lower our costs in light of the challenging global economic conditions. Pre-tax restructuring charges for these initiatives were $98 and $1,494 in the three and six-month periods ended April 29, 2011, respectively.

Our total restructuring activities for the three and six-month periods ended April 27, 2012 resulted in pre-tax charges of $4,418 or $0.04 per share after tax and $9,515 or $0.07 per share after tax, respectively. In comparison, total restructuring activities for the three and six-month periods ended April 29, 2011 resulted in pre-tax charges of $1,462 or 0.01 per share after tax and $2,858, or $0.02 per share after tax respectively. The total resulting expenses recognized in fiscal years 2012 and 2011 included severance and employee benefits, asset impairments, professional services and site clean-up

The following restructuring charges by segment were recorded in the 2012 and 2011 periods:

Six Months Ended April 27, 2012	Liability Beginning Balance 10/28/2011		Expense		Activity			Liability Ending Balance 4/27/2012
Coatings
Severance and employee benefits	$	3,884	$	532	$	(2,125	)	$	2,291
Asset impairments		—		312		(312	)		—
Exit costs (consulting/site clean-up)		2,802		191		(1,860	)		1,133
Total Coatings		6,686		1,035		(4,297	)		3,424
Paints
Severance and employee benefits		2,915		3,066		(2,318	)		3,663
Asset impairments		—		2,911		(2,911	)		—
Exit costs (consulting/site clean-up)		408		1,821		(691	)		1,538
Total Paints		3,323		7,798		(5,920	)		5,201
All Other
Severance and employee benefits		437		682		(962	)		157
Total All Other		437		682		(962	)		157
Total	$	10,446	$	9,515	$	(11,179	)	$	8,782

Six Months Ended April 29, 2011	Liability Beginning Balance 10/29/2010		Expense		Activity			Liability Ending Balance 4/29/2011
Coatings
Severance and employee benefits	$	1,139	$	1,112	$	(1,499	)	$	752
Asset impairments		—		252		(252	)		—
Exit costs (consulting/site clean-up)		2,034		1,094		(1,533	)		1,595
Total Coatings		3,173		2,458		(3,284	)		2,347
Paints
Severance and employee benefits		19		—		(18	)		1
Exit costs (consulting/site clean-up)		2,763		400		(1,689	)		1,474
Total Paints		2,782		400		(1,707	)		1,475
Total	$	5,955	$	2,858	$	(4,991	)	$	3,822

The ending liability balance at April 27, 2012 and at April 29, 2011 is included in other accrued liabilities on our Condensed Consolidated Balance Sheets. The restructuring reserve balances presented are considered adequate to cover committed restructuring actions. The restructuring expenses recorded are included in our Condensed Consolidated Statements of Operations. For the three-month period ended April 27, 2012, $1,706 was charged to cost of sales and $2,712 was charged to selling, general and administrative (SG&A) expenses. For the six-month period ended April 27, 2012, $4,660 was charged to cost of sales and $4,855 was charged to SG&A expenses. For the three-month period ended April 29, 2011, $529 was charged to cost of sales and $933 was charged to SG&A expenses. For the six-month period ended April 29, 2011, $1,925 was charged to cost of sales and $933 was charged to SG&A expenses.

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Guarantees And Contractual Obligations

6 Months Ended

Apr. 27, 2012

Guarantees And Contractual Obligations [Abstract]

Guarantees And Contractual Obligations

NOTE 10: GUARANTEES AND CONTRACTUAL OBLIGATIONS

We are required to disclose information about certain guarantees and contractual obligations in our periodic financial statements.

We sell extended furniture protection plans and offer warranties for certain products. Revenue related to furniture protection plans is deferred and recognized over the contract life. Historical claims data is used to forecast claims payments over the contract period and revenue is recognized based on the forecasted claims payments. Actual claims costs are reflected in earnings in the period incurred. Anticipated losses on programs in progress are charged to earnings when identified. For product warranties, we estimate the costs that may be incurred under these warranties based on historical claims data and record a liability in the amount of such costs at the time revenue is recognized.

We periodically assess the adequacy of these recorded amounts and adjust as necessary. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses can be estimated. The extended furniture protection plans that we enter into have fixed prices. To the extent the actual costs to complete contracts are higher than the amounts estimated as of the date of the financial statements, gross margin would be negatively affected in future quarters when we revise our estimates. Our practice is to revise estimates as soon as such changes in estimates become known.

Changes in the recorded amounts included in other liabilities, both short-term and long-term, during the period are as follows:

	Six Months Ended
	April 27, 2012			April 29, 2011
Beginning balance	$	73,679		$	74,907
Additional net deferred revenue/accrual made during the period		12,728			7,863
Payments made during the period		(5,119	)		(6,921	)
Ending Balance	$	81,288		$	75,849

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Derivative Financial Instruments

6 Months Ended

Apr. 27, 2012

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

NOTE 8: DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to manage well-defined interest rate and foreign currency exchange risks. We enter into derivative financial instruments with high-credit-quality counterparties and diversify our positions among such counterparties to reduce our exposure to credit losses. We do not have any credit-risk-related contingent features in our derivative contracts as of April 27, 2012.

At April 27, 2012, we had $6,583notional amount of foreign currency contracts that mature during fiscal year 2012. These foreign currency contracts have been designated as cash flow hedges with unrealized gains or losses recorded in accumulated other comprehensive income (loss). Realized gains and losses were recognized in other expense (income) when they occurred. At April 29, 2011, we had $6,454 and $3,005 notional amount of foreign currency contracts that matured in fiscal year 2011 and 2012, respectively. There was no material ineffectiveness related to these hedges during the quarter or year-to-date periods ended April 27, 2012 or April 29, 2011.

At April 27, 2012, we had no treasury lock contracts in place. During the first quarter of 2012, we settled $200,000 notional amount of treasury lock contracts as a result of issuing $400,000 of Senior Notes, yielding a pretax loss of $27,875. This loss was recognized net of tax, in accumulated other comprehensive income in the first quarter of fiscal year 2012. The accumulated other comprehensive income amount in our Condensed Consolidated Balance Sheets as of April 27, 2012 represents the unamortized gains and losses, net of tax, from our settled contracts. Unamortized gains and losses are reclassified ratably to interest expense in our Condensed Consolidated Statements of Operations over the term of the related debt. At April 29, 2011, we had $100,000 notional amount of treasury locks to hedge, or lock-in, interest rates on anticipated long-term debt issuances. We designated the treasury locks as cash flow hedges with unrealized gains and losses recorded, net of tax, to accumulated other comprehensive income. The accumulated other comprehensive income amount in our Condensed Consolidated Balance Sheet as of April 29, 2011 represents the unrealized gains and losses, net of tax, from our current contracts and unamortized net gains, net of tax, from our settled contracts. There was no material ineffectiveness related to these hedges for the 2012 and 2011 fiscal periods.

At April 27, 2012, we had no interest rate derivative contracts. We had $50,000 notional amount of interest rate derivative contracts that matured in the second quarter of 2011. These contracts were designated as cash flow hedges, to pay fixed rates of interest and receive a floating interest rate based on LIBOR. Prior to maturity, the interest rate derivative contracts were reflected at fair value in the Condensed Consolidated Balance Sheets. Unrealized gains and losses were recorded in accumulated other comprehensive income (loss). Amounts to be received or paid under the contracts were recognized as interest expense over the life of the contracts. There was no ineffectiveness related to these derivatives during the quarter or year-to-date periods ended April 29, 2011.

Our derivative assets and liabilities subject to fair value measurement disclosures are the following:

	Fair Value at April 27, 2012		Fair Value at October 28, 2011		Fair Value at April 29, 2011
	Level 21		Level 21		Level 21
Assets
Prepaid expenses and other:
Foreign currency contracts	$	—	$	3	$	—
Total Assets	$	—	$	3	$	—
Liabilities
Accrued liabilities other:
Foreign currency contracts	$	182	$	—	$	634
Treasury lock contracts		—		20,005		788
Total Liabilities	$	182	$	20,005	$	1,422

¹ The fair value is calculated as 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 (an exit price). Our derivative financial instruments are categorized as Level 2 assets or liabilities as they have observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. The fair market value was estimated using market data for the components of the derivatives financial instruments. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. There were no transfers of derivative financial instruments between Level 1 and Level 2 of the fair value hierarchy as of April 27, 2012, October 28, 2011 or April 29, 2011.

Derivative gains (losses) recognized in AOCI ² and on the Condensed Consolidated Statements of Operations for the three and six-month periods ended April 27, 2012 and April 29, 2011, respectively, are as follows:

Three Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(340	)	Other income / (expense), net	$	170
Treasury lock contracts		303		Interest expense		(302	)
Total derivatives designated as cash flow hedges	$	(37	)		$	(132	)
Three Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(383	)	Other income / (expense), net	$	(160	)
Treasury lock contracts		(1,179	)	Interest expense		391
Interest rate derivative contracts		47		Interest expense		(47	)
Total derivatives designated as cash flow hedges	$	(1,515	)		$	184

Six Months Ended April 27, 2012	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(186	)	Other income / (expense), net	$	352
Treasury lock contracts		(7,725	)	Interest expense		(145	)
Total derivatives designated as cash flow hedges	$	(7,911	)		$	207
Six Months Ended April 29, 2011	Amount of Gain (Loss) recognized in AOCI2			Statement of Operations Classification	Gain (Loss) in Income2
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(269	)	Other income / (expense), net	$	(234	)
Treasury lock contracts		(1,570	)	Interest expense		782
Interest rate derivative contracts		385		Interest expense		(388	)
Total derivatives designated as cash flow hedges	$	(1,454	)		$	160

²     Accumulated other comprehensive income (loss) (AOCI) is included on the Condensed Consolidated Balance Sheet in the Stockholders' Equity section and is reported net of tax. The amounts disclosed in the above table are reported pretax and represent the quarterly derivative activity.

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Debt And Money Market Securities

6 Months Ended

Apr. 27, 2012

Debt And Money Market Securities [Abstract]

Debt And Money Market Securities

NOTE 9: DEBT AND MONEY MARKET SECURITIES

The tables below summarize the carrying value and fair market value of our outstanding debt. The fair market value of our publicly traded debt is based on observable market prices. Our publicly traded debt is classified as Level 1 securities within the fair value hierarchy as it has observable inputs based on quoted prices (unadjusted) in active markets for identical liabilities. The fair market value of our non-publicly traded debt was estimated using a discounted cash flow analysis based on our current borrowing costs for debt with similar maturities. The carrying values approximate the fair values for our outstanding commercial paper as the maturities are less than three months. Our non-publicly traded debt is classified as Level 2 securities within the fair value hierarchy as it has observable inputs, other than those included in Level 1, based on quoted prices for similar liabilities in active markets, or quoted prices for identical liabilities in inactive markets. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. We did not elect the option to report our debt at fair value in our Condensed Consolidated Balance Sheets.

	April 27, 2012
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	1,200,000	$	1,332,850
Non-publicly traded debt		71,013		70,229
Total Debt	$	1,271,013	$	1,403,079

	October 28, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	888,251
Non-publicly traded debt		257,124		255,807
Total Debt	$	1,057,124	$	1,144,058

	April 29, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	898,503
Non-publicly traded debt		457,498		456,005
Total Debt	$	1,257,498	$	1,354,508

Our non-publicly traded debt consists of the following:

	April 27, 2012		October 28, 2011		April 29, 2011
Commercial paper	$	—	$	153,955	$	344,903
Credit facility borrowings		49,145		74,827		89,851
Industrial development bonds		12,502		12,502		12,502
Uncommitted borrowings		9,366		15,840		10,242
Total Non-publicly Traded Debt	$	71,013	$	257,124	$	457,498

In the first quarter of 2012, we issued $400,000 of unsecured Senior Notes that mature on January 15, 2022 with a coupon rate of 4.20%. The net proceeds were $396,816. The public offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. We used the net proceeds for general corporate purposes, including paying down our commercial paper borrowings and subsequent to the end of our second quarter, retiring our $200,000 of 5.625% Senior Notes that matured on May 1, 2012.

Our credit facilities have covenants that require us to maintain certain financial ratios. We were in compliance with these covenants as of April 27, 2012. Our debt covenants do not limit, nor are they reasonably likely to limit, our ability to obtain additional debt or equity financing.

To ensure availability of funds, we maintain uncommitted bank lines of credit sufficient to cover outstanding short-term borrowings. These arrangements are reviewed periodically for renewal and modification.

We invest in short-term securities, including money market funds, with high-credit quality financial institutions and diversify our holdings among such financial institutions to reduce our exposure to credit losses. The fair values of our short-term securities are $109,995, $34,114 and $16,751 as of April 27, 2012, October 28, 2011 and April 29, 2011, respectively. The money market funds are included in our cash and cash equivalents and restricted cash balances with the carrying values approximating the fair values as the maturities are less than three months. These assets are classified as Level 1 inputs under the fair value hierarchy as the fair value is determined using observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. See Note 1 in Notes to Consolidated Financial Statements in our Form 10-K for more information on fair value measurements. There were no transfers of money market funds between Level 1 and Level 2 of the fair value hierarchy as of April 27, 2012, October 28, 2011 or April 29, 2011.

Restricted cash represents cash that is restricted from withdrawal. As of April 27, 2012, October 28, 2011 and April 29, 2011, we had restricted cash of $21,309, $20,378 and $16,977, respectively. The restricted cash primarily serves as collateral for our liability insurance programs.

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Stock-Based Compensation

6 Months Ended

Apr. 27, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 11: STOCK-BASED COMPENSATION

Compensation expense associated with our stock-based compensation plans was $3,248 ($2,157 after tax) and $5,710 ($3,772 after tax) for the three and six-month periods ended April 27, 2012, respectively, compared to $1,801 ($1,192 after tax) and $3,789 ($2,475 after tax) for the three and six-month periods ended April 29, 2011, respectively.

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Inventories (Schedule Of Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 27, 2012	Oct. 28, 2011	Apr. 29, 2011
Inventories [Abstract]
Manufactured products	$ 232,056	$ 189,754	$ 265,892
Raw materials, supplies and work-in-progress	159,506	146,996	165,345
Total Inventories	$ 391,562	$ 336,750	$ 431,237

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Net Income Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Net Income Per Common Share [Abstract]
Net income	$ 76,540	$ 56,308	$ 132,322	$ 89,735
Weighted-average common shares outstanding - basic	92,068,366	94,432,627	92,464,748	95,646,147
Net Income per Common Share - Basic	$ 0.83	$ 0.60	$ 1.43	$ 0.94
Diluted effect of stock options and unvested restricted stock	3,026,003	3,064,418	2,877,801	2,924,462
Equivalent average common shares outstanding - diluted	95,094,369	97,497,045	95,342,549	98,570,609
Net Income per Common Share - Diluted	$ 0.80	$ 0.58	$ 1.39	$ 0.91
Antidilutive securities excluded from the computation of EPS	27,897	21,500	15,717	279,673

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Recently Issued Accounting Standards

6 Months Ended

Apr. 27, 2012

Recently Issued Accounting Standards [Abstract]

Recently Issued Accounting Standards

NOTE 16: RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2011, the Financial Accounting Standards Board ("FASB") amended the guidance on fair value measurement to expand certain disclosure requirements and converge United States Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS) measurement and reporting requirements. The change was effective for interim and annual periods beginning after December 15, 2011 and was to be applied prospectively. We adopted the new requirements in the second quarter of our 2012 fiscal year. The adoption of this accounting guidance did not have a material effect on our consolidated financial statements.

In June 2011, the FASB updated the disclosure requirements for comprehensive income. The update requires companies to disclose total comprehensive income, the components of net income and the components of other comprehensive income, either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The change is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, which means the first quarter of our fiscal year 2013, and is to be applied retrospectively. We do not expect the adoption of these updated disclosure requirements to have an effect on our consolidated results of operations, financial condition or liquidity.

In September 2011, the FASB amended the guidance on goodwill impairment testing to allow companies the option of first assessing qualitative factors to determine whether the two-step impairment test is required. If it is more likely than not that the fair value of a reporting unit is less than its carrying value, the two-step impairment test must be performed. Otherwise, the two-step impairment test is not necessary. The change is effective for fiscal years beginning after December 15, 2011, which is our fiscal year 2013, but early adoption is permitted. We do not expect the adoption of this accounting guidance to have an effect on our consolidated financial statements.

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Debt And Money Market Securities (Tables)

6 Months Ended

Apr. 27, 2012

Debt And Money Market Securities [Abstract]

Carrying Value And Fair Market Value Of Debt

	April 27, 2012
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	1,200,000	$	1,332,850
Non-publicly traded debt		71,013		70,229
Total Debt	$	1,271,013	$	1,403,079

	October 28, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	888,251
Non-publicly traded debt		257,124		255,807
Total Debt	$	1,057,124	$	1,144,058

	April 29, 2011
	Balance Sheet (Carrying value)		Fair Market Value
Publicly traded debt	$	800,000	$	898,503
Non-publicly traded debt		457,498		456,005
Total Debt	$	1,257,498	$	1,354,508

Components Of Non-Publicly Traded Debt

	April 27, 2012		October 28, 2011		April 29, 2011
Commercial paper	$	—	$	153,955	$	344,903
Credit facility borrowings		49,145		74,827		89,851
Industrial development bonds		12,502		12,502		12,502
Uncommitted borrowings		9,366		15,840		10,242
Total Non-publicly Traded Debt	$	71,013	$	257,124	$	457,498

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Restructuring (Narrative) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011	Oct. 28, 2011
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 4,418	$ 1,462	$ 9,515	$ 2,858
Restructuring charges per share after tax	$ 0.04	$ 0.01	$ 0.07	$ 0.02
2008 Restructuring Initiatives [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges		98		1,494
2011 Restructuring Initiatives [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	4,418	1,364	9,515	1,364
Restructuring charges per share after tax	$ 0.04	$ 0.01	$ 0.07	$ 0.01	$ 0.24
2011 Restructuring Initiatives [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges per share after tax			$ 0.35
Cost Of Sales [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1,706	529	4,660	1,925
Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,712	$ 933	$ 4,855	$ 933

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Derivative Financial Instruments (Derivative Gains (Losses) Recognized In Accumulated Other Comprehensive Income And Statement Of Income Classification) (Details) (Cash Flow Hedging [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Apr. 27, 2012		Apr. 29, 2011		Apr. 27, 2012		Apr. 29, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) recognized in AOCI	$ (37)	[1]	$ (1,515)	[1]	$ (7,911)	[1]	$ (1,454)	[1]
Gain (Loss) in Income	(132)	[1]	184	[1]	207	[1]	160	[1]
Foreign Currency Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) recognized in AOCI	(340)	[1]	(383)	[1]	(186)	[1]	(269)	[1]
Foreign Currency Contracts [Member] | Other Income / (Expense), Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) in Income	170	[1]	(160)	[1]	352	[1]	(234)	[1]
Treasury Lock Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) recognized in AOCI	303	[1]	(1,179)	[1]	(7,725)	[1]	(1,570)	[1]
Treasury Lock Contracts [Member] | Other Income / (Expense), Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) in Income			391	[1]
Treasury Lock Contracts [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) in Income	(302)	[1]			(145)	[1]	782	[1]
Interest Rate Derivative Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) recognized in AOCI			47	[1]			385	[1]
Interest Rate Derivative Contracts [Member] | Other Income / (Expense), Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) in Income			(47)	[1]
Interest Rate Derivative Contracts [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) in Income							$ (388)	[1]

[1] Accumulated other comprehensive income (loss) (AOCI) is included on the Condensed Consolidated Balance Sheet in the Stockholders' Equity section and is reported net of tax. The amounts disclosed in the above table are reported pretax and represent the quarterly derivative activity.

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011
OPERATING ACTIVITIES:
Net income	$ 132,322	$ 89,735
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Depreciation	42,917	41,457
Amortization	3,306	3,723
Stock-based compensation	5,710	3,789
(Gain)/loss on asset divestitures	496	(847)
Changes in certain assets and liabilities, net of effects of acquired businesses:
(Increase)/decrease in accounts and notes receivable	(67,109)	(63,596)
(Increase)/decrease in inventories and other assets	(63,790)	(59,890)
Increase/(decrease) in trade accounts payable and other accrued liabilities	(32,861)	(69,775)
Increase/(decrease) in income taxes payable	831	(1,956)
Increase/(decrease) in other deferred liabilities	9,815	831
Settlement of treasury lock contracts	(27,875)
Other	(1,875)	(2,346)
Net Cash (Used In)/Provided By Operating Activities	1,887	(58,875)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(30,085)	(27,405)
Cash proceeds on disposal of assets	2,987	3,379
Acquisition of businesses, net of cash acquired		(30,579)
(Increase)/decrease in restricted cash	(931)	(189)
Net Cash (Used In)/Provided By Investing Activities	(28,029)	(54,794)
FINANCING ACTIVITIES:
Proceeds from issuance of debt	396,816
Net change in other borrowings	(36,376)	(51,140)
Net proceeds (repayments) of commercial paper	(153,955)	344,903
Proceeds from sale of treasury stock	26,180	27,722
Treasury stock purchases	(145,322)	(218,643)
Excess tax benefit from stock-based compensation	7,605	5,428
Dividends paid	(37,075)	(34,483)
Purchase of equity award shares	(7,614)	(11,454)
Net Cash (Used In)/Provided By Financing Activities	50,259	62,333
Increase/(Decrease) in Cash and Cash Equivalents	24,117	(51,336)
Effect of exchange rate changes on Cash and Cash Equivalents	6,207	3,766
Cash and Cash Equivalents at Beginning of Period	178,167	167,621
Cash and Cash Equivalents at End of Period	$ 208,491	$ 120,051

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Comprehensive Income (Loss)

6 Months Ended

Apr. 27, 2012

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

NOTE 5: COMPREHENSIVE INCOME (LOSS)

For the three and six-month periods ended April 27, 2012 and April 29, 2011, comprehensive income (loss), a component of Stockholders' Equity, was as follows:

	Three Months Ended						Six Months Ended
	April 27, 2012			April 29, 2011			April 27, 2012			April 29, 2011
Net income	$	76,540		$	56,308		$	132,322		$	89,735
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		24,894			25,918			27,099			41,229
Net gain (loss) on financial instruments		(153	)		(1,079	)		(4,937	)		(997	)
Total Comprehensive Income (Loss)	$	101,281		$	81,147		$	154,484		$	129,967

The period end balances of accumulated other comprehensive income (loss), net of tax, were comprised of the following:

	April 27, 2012			October 28, 2011			April 29, 2011
Foreign currency translation	$	179,890		$	152,791		$	201,195
Pension and postretirement benefits, net		(84,432	)		(84,432	)		(79,100	)
Unrealized gain (loss) on financial instruments		(10,517	)		(5,580	)		6,224
Accumulated Other Comprehensive Income (Loss)	$	84,941		$	62,779		$	128,319

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Guarantees And Contractual Obligations (Tables)

6 Months Ended

Apr. 27, 2012

Guarantees And Contractual Obligations [Abstract]

Deferred Revenue And Warranties For Certain Products Disclosure

	Six Months Ended
	April 27, 2012			April 29, 2011
Beginning balance	$	73,679		$	74,907
Additional net deferred revenue/accrual made during the period		12,728			7,863
Payments made during the period		(5,119	)		(6,921	)
Ending Balance	$	81,288		$	75,849

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Segment Information (Description Of Comparative Segment Reporting Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 27, 2012	Apr. 29, 2011	Apr. 27, 2012	Apr. 29, 2011
Segment Reporting Information [Line Items]
Less Intersegment Sales	$ (36,645)	$ (28,295)	$ (67,059)	$ (53,101)
Total Net Sales	1,032,572	992,729	1,918,219	1,835,133
Total EBIT	130,302	99,533	221,539	162,357
Interest Expense	19,288	15,486	35,077	31,045
Income before Income Taxes	111,014	84,047	186,462	131,312
Coatings [Member]
Segment Reporting Information [Line Items]
Total Net Sales	540,825	509,136	1,035,474	965,525
Total EBIT	89,124	59,913	162,996	110,738
Paints [Member]
Segment Reporting Information [Line Items]
Total Net Sales	426,311	418,380	765,868	754,331
Total EBIT	49,322	38,964	72,687	58,477
All Other [Member]
Segment Reporting Information [Line Items]
Total Net Sales	102,081	93,508	183,936	168,378
Total EBIT	$ (8,144)	$ 656	$ (14,144)	$ (6,858)

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Net Income Per Common Share

6 Months Ended

Apr. 27, 2012

Net Income Per Common Share [Abstract]

Net Income Per Common Share

NOTE 15: NET INCOME PER COMMON SHARE

The following table presents the net income per common share calculations for the three and six months ended April 27, 2012 and April 29, 2011:

	Three Months Ended					Six Months Ended
	April 27, 2012			April 29, 2011		April 27, 2012		April 29, 2011
Basic
Net income	$	76,540	$		56,308	$	132,322	$	89,735
Weighted-average common shares outstanding - basic		92,068,366			94,432,627		92,464,748		95,646,147
Net Income per Common Share – Basic	$	0.83	$		0.60	$	1.43	$	0.94
Diluted
Net income	$	76,540	$		56,308	$	132,322	$	89,735
Weighted-average common shares outstanding – basic		92,068,366			94,432,627		92,464,748		95,646,147
Diluted effect of stock options and unvested restricted stock		3,026,003			3,064,418		2,877,801		2,924,462
Equivalent average common shares outstanding - diluted		95,094,369			97,497,045		95,342,549		98,570,609
Net Income per Common Share - Diluted	$	0.80	$		0.58	$	1.39	$	0.91

Basic earnings per share are based on the weighted-average number of common shares outstanding during each period. In computing diluted earnings per share, the number of common shares outstanding is increased by common stock options with exercise prices lower than the average market prices of common shares during each period and reduced by the number of shares assumed to have been purchased with proceeds from the exercised options. If we are in a net loss position, these shares are excluded as they are antidilutive. Potential common shares of 27,897 and 15,717 related to our outstanding stock options were excluded from the computation of diluted earnings per share for the three and six months ended April 27, 2012, respectively, as inclusion of these shares would have been antidilutive. Potential common shares of 21,500 and 279,673 related to our outstanding stock options were excluded from the computation of diluted earnings per share for the three and six months ended April 29, 2011, respectively.