Information current as of May 24, 2016

Second Quarter F2016 Financial Results

Exhibit 99.1

Safe Harbor

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). The PSLRA 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 “expect,” “project,” “forecast,” “outlook,” “estimate,” “anticipate,” “believe,” “could,” “may,” “will,” “plan to,” “intend,”

“should” and similar words or expressions.

These risks, uncertainties and other factors include, but are not limited to, deterioration in general economic conditions, both domestic and international, that may

adversely

affect

our

business;

fluctuations

in

availability

and

prices

of

raw

materials,

including

raw

material

shortages

and

other

supply

chain

disruptions,

and

the

inability

to

pass

along

or

delays

in

passing

along

raw

material

cost

increases

to

our

customers;

dependence

of

internal

sales

and

earnings

growth

on

business

cycles

affecting

our customers and growth in the domestic and international coatings industry; market share loss to, and pricing or margin pressure from, larger competitors with greater

financial resources; significant indebtedness that restricts the use of cash flow from operations for acquisitions and other investments; dependence on acquisitions for

growth, and risks related to future acquisitions, including adverse changes in the results of acquired businesses, the assumption of unforeseen liabilities and disruptions

resulting from the integration of acquisitions; risks and uncertainties associated with operating in foreign markets, including achievement of profitable growth in developing

markets; impact of fluctuations in foreign currency exchange rates on our financial results; loss of business with key customers; damage to our reputation and business

resulting from product claims or recalls, litigation, customer perception and other matters; our ability to respond to technology changes and to protect our technology;

possible interruption, failure or compromise of the information systems we use to operate our business; changes in governmental regulation, including more stringent

environmental, health and safety regulations; our reliance on the efforts of vendors, government agencies, utilities and other third parties to achieve adequate compliance

and avoid disruption of our business; unusual weather conditions adversely affecting sales; changes in accounting policies and standards and taxation requirements such

as new tax laws or revised tax law interpretations; the nature, cost and outcome of pending and future litigation and other legal proceedings; civil unrest and the outbreak

of war and other significant national and international events; risks relating to our merger with Sherwin-Williams including, the failure to obtain Valspar stockholder

approval of the proposed transaction; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a

governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or the possibility of non-consummation of the

transaction;

the

potential

for

regulatory

authorities

to

require

divestitures

in

connection

with

the

proposed

transaction

and

the

possibility

that

Valspar

stockholders

consequently receive $105 per share instead of $113 per share; the occurrence of any event that could give rise to termination of the merger agreement; the risk that

stockholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of

defense, indemnification and liability; risks inherent in the achievement of cost synergies and the timing thereof; risks related to the disruption of the transaction to Valspar

and its management; the effect of announcement of the transaction on Valspar’s ability to retain and hire key personnel and maintain relationships with customers,

suppliers

and

other

third

parties;

and

other

factors

set

forth

in

the

risk

factors

section

of

our

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

October

30,

2015,

as

well as Valspar’s Quarterly Reports on Form 10-Q and other documents filed by Valspar with the Securities and Exchange Commission.

We caution investors not to place undue reliance on any such forward-looking statements, which speak only as of the date on which such statements were made. 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.

Investor Contact:

Bill Seymour, VP Finance and Investor Relations

william.seymour@valspar.com

612-656-1328

Additional Information:

More about Valspar and copies of recent SEC filings can be found at: 

www.valspar.com

2

May 24, 2016

2Q:F16 Highlights

•

Reported diluted EPS of $0.99 (includes merger related costs of $18 million)

•

Adjusted diluted EPS increased 10% to $1.22

•

Net sales declined 2% (includes a negative 3% impact from F/X translation)

•

Total volumes declined 1%, Coatings segment volume increased 2%, Paints segment

volume declined 6%

•

Adjusted EBIT increased 2% (Adjusted EBIT margin rate up 60 bps), driven by growth in

both the Paints and Coatings segments

•

On March 20, 2016, Sherwin-Williams and Valspar announced that they entered into a

definitive agreement pursuant to which Sherwin-Williams will acquire Valspar for $113 per

share in an all-cash transaction, or an enterprise value of approximately $11.3 billion.

•

In light of the proposed merger transaction, the company is withdrawing its financial and

earnings guidance for fiscal 2016.

1

Fiscal 2Q 2016 highlights include “non-GAAP” financial measures. Please see “Non-GAAP Financial Measures” and the related reconciliations on slides 8, 9, 10

and 11.

3

May 24, 2016

Historical Volume Trends

(excluding acquisitions)

4

-3%

-2%

-5%

-10%

-4%

3%

1%

-3%

-3%

1%

-12%

-7%

-7%

-24%

-12%

2Q:15

3Q:15

4Q:15

1Q:16

2Q:16

Volume Growth vs. Prior Year

Total Valspar

Coatings Segment

Paints Segment

May 24, 2016

Total Company Financial Summary

2Q:F16 as Adjusted

5

$ million, except for EPS and share count

2Q:F16

2Q:F15

Sales

1,056.8

1,079.3

(22.5)

Growth

(2.1%)

Gross Profit

406.4

394.4

+12.0

Gross

margin (%)

38.5%

36.5%

+200

bps

EBIT

159.4

156.5

+2.9

EBIT margin

(%)

15.1%

14.5%

+60 bps

EBITDA

182.5

178.0

+4.5

EBITDA margin

(%)

17.3%

16.5%

+80 bps

Tax

Rate

27.9%

32.3%

Avg. shares, diluted, millions

80.88

82.87

(1.99)

EPS diluted, per

share

$1.22

$1.11

+0.11

Numbers subject to rounding (may not add). Parenthesis indicates a decline.

1 

Includes non-GAAP measures. Please see “Non-GAAP Financial Measures” and the related reconciliations on slides 8, 9, 10 and 11.

Consolidated Sales comparison 2Q:F16 vs. 2Q:F15

Volume

Price/Mix

FX

Acquis./Divest

Total Sales

(4%)

-

(3%)

+5%

(2%)

May 24, 2016

1

Coatings Segment Financial Summary

2Q:F16 as Adjusted

6

$ million

2Q:F16

2Q:F15

Sales

587.4

614.8

(27.4)

Growth

(4.5%)

Growth

ex-FX

(0.5%)

EBIT

113.4

109.6

+3.8

EBIT margin (%)

19.3%

17.8%

+150 bps

2

Volume and Sales include acquisitions

Legend: LSD –

low

single

digit

%

yoy

change

MSD –

mid

single

digit

%

yoy

change

HSD –

high

single

digit

%

yoy

change

DD –

double

digit

%

yoy

change

Coatings Sales comparison 2Q:F16 vs. 2Q:F15

Vol.

Price/

Mix

FX

Acq.

Total Sales

1%

(2%)

(4%)

1%

(4%)

Product Line Performance  

2Q:F16 vs. 2Q:F15

Sales (ex-FX)

2

Packaging

LSD

flat

General

Industrial

(DD)

(DD)

Coil

DD

HSD

Wood

DD

MSD

May 24, 2016

Numbers subject to rounding (may not add). Parenthesis indicates a decline.

1 

Includes non-GAAP measures. Please see “Non-GAAP Financial Measures” and the

related reconciliations on slides 8, 9, 10 and 11.

•

Coil: strong volume growth and new business wins.

Positive

impact

from

acquisition

of

ISVA

Vernici

in

Europe in 2Q:2016.

•

Wood: strong volume growth and new business wins.

•

Packaging: volume growth from new business wins and

continued growth in non-BPA.

•

General Industrial: volume decline driven by

challenging comparisons to 2Q:F15 and lower end-

market volumes.

1

Volume

2

Paints Segment Financial Summary

2Q:F16 as Adjusted¹

7

$ million

2Q:F16

2Q:F15

Sales

407.1

403.0

4.1

Growth

1.0%

Growth

ex-FX

2.9%

EBIT

52.7

47.3

5.4

EBIT margin (%)

13.0%

11.7%

130 bps

Product Line

Performance

2Q:F16 vs. 2Q:F15

Volume²

Sales,

(ex-FX)²

North America

LSD

HSD

Asia

(DD)

(DD)

Australia

(DD)

(MSD)

Note: Paints segment includes Auto Refinish business

2

Volume and Sales include Quest acquisition.

Legend: LSD –

low

single

digit

%

yoy

change

MSD –

mid

single

digit

%

yoy

change

HSD –

high

single

digit

%

yoy

change

DD –

double

digit

%

yoy

change

May 24, 2016

Paints Sales comparison 2Q:F16 vs. 2Q:F15

Vol.

Price/

Mix

FX

Acq.

Total Sales

(12%)

4%

(2%)

+11%

1%

Numbers subject to rounding (may not add). Parenthesis indicates a decline.

1 

Includes non-GAAP measures. Please see “Non-GAAP Financial Measures” and the

related reconciliations on slides 8, 9, 10 and 11.

•

North America: volume growth from the Quest

acquisition in auto refinish was partially offset by

lower paint volume in the home improvement

channel.

•

Asia: volume decline driven by challenging

comparisons to a strong 2Q:F15 and softness in

the overall China housing market.

•

Australia: volumes negatively impacted by

challenging comparisons to 2Q:F15.

Non-GAAP Financial Measures

8

May 24, 2016

The following information provides reconciliations of non-GAAP financial measures from operations, which are presented in the accompanying news release, to the

most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The company

has provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the

financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such

non-GAAP financial measures

should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures

presented in the news release. The non-GAAP financial measures in the accompanying news release may differ from similar measures

used by other companies.

The following tables reconcile gross profit, operating expenses, net income and net income per common share -

diluted (GAAP financial measures)

and

earnings

before interest and taxes (EBIT) and adjusted net income for the periods presented to adjusted gross profit, adjusted operating expenses, adjusted net income,

adjusted net income per common share -

diluted, adjusted EBIT and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA)

(non-GAAP financial measures) for the periods presented.

Reconciliation of non-GAAP Financial Measures

9

May 24, 2016

Three Months Ended

Three Months Ended

April 29, 2016

May 1, 2015

Dollars

% of Net Sales

Dollars

% of Net Sales

Coatings

Segment

EBIT

$       112,372

19.1%

$       108,022

17.6%

Restructuring

Charges

-

Cost

of

Sales

2

0.0%

561

0.1%

Restructuring

Charges

-

Operating

Expense

173

0.0%

995

0.2%

Acquisition-related

Charges

-

Operating

Expense

896

0.2%

—

0.0%

Gain on Sale of Certain Assets

—

0.0%

—

0.0%

Adjusted

EBIT

¹

$       113,443

19.3%

$       109,578

17.8%

Paints Segment

EBIT

$         42,742

10.5%

$         46,571

11.6%

Restructuring

Charges

-

Cost

of

Sales

4,924

1.2%

669

0.2%

Restructuring

Charges

-

Operating

Expense

4,840

1.2%

34

0.0%

Acquisition-related

Charges

-

Operating

Expense

215

0.1%

—

0.0%

Adjusted

EBIT

¹

$         52,721

13.0%

$         47,274

11.7%

Other and Administrative

EBIT

$        (24,940)

(40.0%)

$            (378)

(0.6%)

Restructuring

Charges

-

Operating

Expense

(41)

(0.1%)

(9)

(0.0%)

Proposed

Merger-related

Charges

-

Operating

Expenses

18,240

29.3%

—

0.0%

Adjusted

EBIT

¹

$          (6,741)

(10.8%)

$            (387)

(0.6%)

Total

Gross Profit

$       401,441

38.0%

$       393,203

36.4%

Restructuring

Charges

-

Cost

of

Sales

4,926

0.5%

1,230

0.1%

Adjusted

Gross

Profit

¹

$       406,367

38.5%

$       394,433

36.5%

Operating Expenses

$       270,516

25.6%

$       237,294

22.0%

Restructuring

Charges

-

Operating

Expense

(4,972)

(0.5%)

(1,020)

(0.1%)

Proposed

Merger-related

Charges

-

Operating

Expenses

(18,240)

(1.7%)

—

0.0%

Acquisition-related

Charges

-

Operating

Expense

(1,111)

(0.1%)

—

0.0%

Adjusted

Operating

Expenses

¹

$       246,193

23.3%

$       236,274

21.9%

EBIT

$       130,174

12.3%

$       154,215

14.3%

Restructuring

Charges

-

Total

9,898

0.9%

2,250

0.2%

Proposed

Merger-related

Charges

-

Total

18,240

1.7%

—

0.0%

Acquisition-related

Charges

-

Total

1,111

0.1%

—

0.0%

Gain

on

Sale

of

Certain

Assets

-

Total

—

0.0%

—

0.0%

Adjusted

EBIT

¹

$       159,423

15.1%

$       156,465

14.5%

1

The data in this schedule has been individually rounded and therefore may not sum.

Reconciliation of non-GAAP Financial Measures

10

May 24, 2016

1

Represents severance and employee benefits, asset-related charges and exit costs related to restructuring activities.

2

Represents

costs

incurred

related

to

the

pending

merger

with

The

Sherwin-Williams

Company

including

professional

services,

regulatory fees and employee-related expenses. 

3

Represents professional fees and acquisition-related charges associated with other acquisition-related activity.

4

Represents gain on sale of a non-strategic specialty product offering in our Coatings segment.

5

Represents the income taxes impact on the adjustments above.

Three Months Ended

April 29, 2016

May 1, 2015

Net Income

$         80,027

$         90,314

Restructuring

charges

-

Total

9,898

2,250

Proposed

merger-related

charges

-

Total

18,240

—

Acquisition-related

charges

-

Total

1,111

—

Gain

on

sale

of

certain

assets

-

Total

—

—

Total Adjustments

29,249

2,250

Income

Taxes

Impact

-

Total

(10,763)

(401)

Adjusted Net Income

$         98,513

$         92,163

Average

Number

of

Shares

O/S

-

diluted

80,878,849

82,871,129

Adjusted

Net

Income

per

Common

Share

-

diluted

$            1.22

$            1.11

1

2

3

4

5

Reconciliation of non-GAAP Financial Measures

11

May 24, 2016

Three Months Ended

April 29, 2016

May 1, 2015

$         98,513

$         92,163

38,121

44,061

22,789

20,241

2

23,109

21,530

1

$       182,532

$       177,995

1

The data in this schedule has been individually rounded and therefore may not sum.

2

Adjusted depreciation excludes $1,553 and $61 of asset related restructuring charges for the three months ended April 29, 2016 and May 1, 2015, respectively

Additional Information

12

Additional Information and Where to Find it

Valspar has filed with the SEC a preliminary proxy statement, and amendment thereto, in connection with the contemplated transactions. The definitive proxy

statement will be sent or given to Valspar stockholders and will contain important information about the contemplated transactions. INVESTORS AND

SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING THE DEFINITIVE PROXY

STATEMENT WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.

Investors and security holders may obtain a free copy of the preliminary proxy statement and the definitive proxy statement (when it is available) and other

documents filed with the SEC at the SEC’s website at www.sec.gov.

Certain Information Concerning Participants

Valspar and Sherwin-Williams and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Valspar

investors and security holders in connection with the contemplated transactions. Information about Valspar’s directors and executive officers is set forth in its

proxy statement for its 2016 Annual Meeting of Stockholders and its most recent annual report on Form 10-K.

Information about Sherwin-Williams’ directors and executive officers is set forth in its proxy statement for its 2016 Annual Meeting of Stockholders and its most

recent annual report on Form 10-K. These documents may be obtained for free at the SEC’s website at

www.sec.gov. Additional information regarding the

interests of participants in the solicitation of proxies in connection with the contemplated transactions is included in the preliminary proxy statement and will be

included in the proxy statement that Valspar intends to file with the SEC.

May 24, 2016