8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 18, 2009

THE VALSPAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3011	36-2443580
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
901 – 3rd Avenue South, Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On May 18, 2009, the Company issued the press release attached as Exhibit 99.1, which sets out the Company's results of operations for the second quarter of fiscal 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Second Quarter Earnings Press Release dated May 18, 2009

SIGNATURE

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

	THE VALSPAR CORPORATION
Dated:  May 18, 2009	/s/Rolf Engh
	Name:   Rolf Engh Title:     Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Second Quarter Earnings Press Release dated May 18, 2009

EX-99.1

Exhibit 99.1

VALSPAR REPORTS SECOND-QUARTER RESULTS

Company Reaffirms FY 2009 Guidance

MINNEAPOLIS, Minn., May 18, 2009 – The Valspar Corporation (NYSE-VAL) today reported its results for the second-quarter ended May 1, 2009. Second-quarter sales totaled $668.4 million, a 20.1 percent decline from the second quarter of 2008. Second-quarter adjusted net income per share was $0.36 in 2009 and $0.41 in 2008, excluding non-cash adjustments of $0.03 per share for Huarun minority interest shares in 2008 and 2009, and a $0.05 per share charge in 2009 related to restructuring actions. Reported net income for the second quarter of 2009 was $31.1 million. Second-quarter reported earnings per share in 2009 were $0.28. Reported net income for the second quarter of 2008 was $40.8 million. Second-quarter reported earnings per share in 2008 were $0.38.

“Despite a very difficult demand environment, we were able to deliver earnings for the quarter consistent with our expectations,” said William L. Mansfield, Valspar chairman and chief executive officer. “While we do not expect industrial markets to improve for the balance of the year, the earnings momentum generated by the strong execution and operational discipline of Valspar employees globally gives us confidence in our ability to deliver fiscal year 2009 adjusted net income per share, excluding restructuring charges, in the range of $1.55 to $1.65.”

William L. Mansfield and Lori A. Walker, senior vice president and chief financial officer, will conduct a conference call for investors at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) today. The call can be heard live over the Internet at Valspar’s website at www.valsparglobal.com under Investor Relations. Those unable to participate during the live broadcast can access an archive of the call on the Valspar website. A taped delay of the call will also be available from 12:00 a.m. Central Time May 18th through Midnight on May 29th by dialing 1-800-475-6701 from within the U.S. or 320-365-3844 from outside of the U.S., using access code 998759.

Investor Contact: Tyler Treat, (612) 851-7358

Media Contact: Mike Dougherty, (612) 851-7802

The Valspar Corporation (NYSE:VAL) is a global leader in the paint and coatings industry. Since 1806, Valspar has been dedicated to bringing customers the latest innovations, the finest quality and the best customer service in the coatings industry.

For more information, visit www.valsparglobal.com.

This press release contains certain “forward-looking” statements. These forward-looking statements are based on management’s expectations and beliefs concerning future events. Forward-looking statements are necessarily 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. These uncertainties and other factors include, but are not limited to, changes in general economic conditions both domestic and international, including recessions and other external economic and political factors, which may adversely affect our business, the value of our investments, the financial stability of our customers and suppliers and our ability to obtain financing; dependence of internal earnings growth on economic conditions and growth in the domestic and international coatings industry; competitive factors including pricing pressure and product competition; risks related to any future acquisitions, including risks of adverse changes in the results of acquired businesses and the assumption of unforeseen liabilities; risks of disruptions in business resulting from the integration process and higher interest costs resulting from further borrowing for any such acquisitions; our reliance on the efforts of vendors, government agencies, utilities and other third parties to achieve adequate compliance and avoid disruption of our business; risks of disruptions in business resulting from our relationships with customers and suppliers; risks and uncertainties associated with operations and achievement of growth in developing markets, including China and Central and South America; unusual weather conditions adversely affecting sales; changes in raw materials pricing and availability; delays in passing along cost increases to customers; changes in governmental regulation, including more stringent environmental, health and safety regulations; 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; civil unrest and the outbreak of war and other significant national and international events; and other risks and uncertainties. The foregoing list is not exhaustive, and we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements.

#   #   #

THE VALSPAR CORPORATION

COMPARATIVE CONSOLIDATED EARNINGS

For the Quarters Ended May 1, 2009 and April 25, 2008

	Second Quarter						Year-To-Date
(Dollars in thousands, except per share amounts)	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	2009			2008			2009			2008
Net Sales	$	668,384		$	836,379		$	1,307,881		$	1,601,503
Cost of Sales		447,248			592,118			897,401			1,146,777
Gross Profit		221,136			244,261			410,480			454,726
Research and Development		22,543			24,608			45,612			47,350
Selling and Administrative		141,499			142,549			273,531			275,291
Income From Operations		57,094			77,104			91,337			132,085
Interest Expense		10,581			13,914			22,507			29,597
Other (Income) Expense, Net		86			1,309			640			3,943
Income Before Income Taxes		46,427			61,881			68,190			98,545
Income Taxes		15,297			21,034			22,892			33,683
Net Income	$	31,130		$	40,847		$	45,298		$	64,862
Huarun Redeemable Stock Accrual (1)		(3,318	)		(2,915	)		(6,636	)		(5,829	)
Net Income Available to Common Stockholders		27,812			37,932			38,662			59,033
Average Number of Shares O/S – basic		99,996,680			99,617,232			99,889,693			99,855,456
Average Number of Shares O/S – diluted		100,538,299			100,180,834			100,396,752			100,556,774
Net Income per Common Share – basic	$	0.28		$	0.38		$	0.39		$	0.59
Net Income per Common Share – diluted	$	0.28		$	0.38		$	0.39		$	0.59

(1)  Huarun redeemable stock accrual reduced basic and diluted net income per common share $0.03 in the second quarter of 2009, $0.06 year to date in 2009, $0.03 in the second quarter of 2008 and $0.06 year to date in 2008.

NON-GAAP FINANCIAL MEASURES

In the accompanying press release, management has reported non-GAAP financial measures – “Adjusted Net Income per Common Share – diluted” and “Full Year Guidance for Adjusted Net Income per Common Share – diluted” – which exclude a non-cash accrual relating to Huarun Redeemable Stock in connection with the Company’s acquisition of the remaining minority interest shares of Huarun Paints Holding Company Limited and restructuring charges. Management discloses these measures because it believes these measures may assist investors in comparing the Company’s results of operations in the respective periods without regard to the effect on the results in the 2009 and 2008 periods of the non-cash accrual relating to the Huarun acquisition and the effect of the restructuring charges in 2009.

NON-GAAP RECONCILIATION

The following is a reconciliation of “Net Income Per Common Share - diluted” to “Adjusted Net Income Per Common Share - diluted” for the periods presented:

	Second Quarter				Year-To-Date
	2009		2008		2009		2008
Net Income per Common Share - diluted	$	0.28	$	0.38	$	0.39	$	0.59
Huarun Redeemable Stock Accrual		0.03		0.03		0.06		0.06
Restructuring Charges		0.05		—		0.11		—
Adjusted Net Income per Common Share - diluted	$	0.36	$	0.41	$	0.56	$	0.65

The following is a reconciliation of “Forecasted Net Income per Common Share - diluted” to our “Full Year Guidance” for the period presented.

	Full Year 2009
Forecasted Net Income per Common Share - diluted	$1.27 - $1.34
Huarun Redeemable Stock Accrual	$0.09
Restructuring Charges	$0.19 - $0.22
Full Year Guidance for Adjusted Net Income per Common Share - diluted	$1.55 - $1.65

(Dollars in thousands)	May 1, 2009		October 31, 2008		April 25, 2008
Assets	(Unaudited)				(Unaudited)
Current Assets:
Cash and Cash Equivalents	$	75,640	$	90,073	$	77,917
Accounts and Notes Receivable, Net		491,061		565,237		578,612
Inventories		239,239		271,423		320,254
Deferred Income Taxes		32,132		31,989		28,012
Prepaid Expenses and Other		88,348		88,298		93,329
Total Current Assets		926,420		1,047,020		1,098,124
Goodwill		1,312,118		1,352,813		1,374,422
Intangibles, Net		626,494		619,468		605,447
Other Assets		5,337		7,123		14,369
Long Term Deferred Income Taxes		2,714		3,902		2,456
Property, Plant & Equipment, Net		459,361		489,716		516,717
Total Assets	$	3,332,444	$	3,520,042	$	3,611,535
Liabilities and Stockholders’ Equity
Current Liabilities:
Notes Payable and Commercial Paper	$	285,977	$	159,514	$	304,827
Current Portion of Long Term Debt		0		12		27
Trade Accounts Payable		252,761		400,763		385,546
Income Taxes		9,927		29,156		2,951
Accrued Liabilities		245,423		290,898		243,814
Total Current Liabilities		794,088		880,343		937,165
Long Term Debt, Net of Current Portion		695,392		763,129		807,900
Deferred Income Taxes		227,297		224,764		219,724
Deferred Liabilities		161,340		165,361		178,798
Total Liabilities		1,878,117		2,033,597		2,143,587
Huarun Redeemable Stock		40,213		33,577		43,170
Stockholders’ Equity		1,414,114		1,452,868		1,424,778
Total Liabilities and Stockholders’ Equity	$	3,332,444	$	3,520,042	$	3,611,535

The Valspar Corporation

Other Financial Data

Dollars in millions

	Quarter 2						YTD
	2009			2008			2009			2008
I.Comparison year over year
Gross Margin, as a percentage of net sales *
Gross Margin, reported		33.1	%		29.2	%		31.4	%		28.4	%
Gross Margin, adjusted for cost of restructuring		34.3	%		29.2	%		32.4	%		28.4	%
Operating Expense as a percentage of net sales *
Operating Expense, reported		24.5	%		20.0	%		24.4	%		20.1	%
Operating Expense, adjusted for cost of restructuring		24.5	%		20.0	%		24.1	%		20.1	%
Operating Profit, as a percentage of net sales *
Operating Profit, reported		8.5	%		9.2	%		7.0	%		8.2	%
Operating Profit, adjusted for cost of restructuring		9.7	%		9.2	%		8.3	%		8.2	%
	Quarter 2						YTD
	2009			2008			2009			2008
II.Segment Data
Sales
Coatings	$	357.8		$	493.9		$	732.5		$	965.3
Paint	$	257.2		$	261.8		$	469.9		$	490.6
All Other less intersegment sales	$	53.4		$	80.7		$	105.5		$	145.6
Total	$	668.4		$	836.4		$	1,307.9		$	1,601.5
Earnings Before Interest and Taxes (EBIT) *
Coatings	$	29.9		$	49.5		$	54.8		$	88.8
Paint	$	35.3		$	23.5		$	51.3		$	41.8
All Other	$	(8.2	)	$	2.8		$	(15.4	)	$	(2.5	)
Total	$	57.0		$	75.8		$	90.7		$	128.1
Earnings Before Interest and Taxes (EBIT) *, adjusted for
cost of restructuring
Coatings	$	35.4		$	49.5		$	67.5		$	88.8
Paint	$	35.6		$	23.5		$	51.9		$	41.8
All Other	$	(6.1	)	$	2.8		$	(11.7	)	$	(2.5	)
Total	$	64.9		$	75.8		$	107.7		$	128.1

* Certain amounts in prior years’ financial statements have been reclassified to conform with the 2009 presentation.