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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2014

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                              

Commission file number 1-31429



Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  47-0351813
(I.R.S. Employer
Identification No.)

One Valmont Plaza,

 

 
Omaha, Nebraska   68154-5215
(Address of Principal Executive Offices)   (Zip Code)

(402) 963-1000
(Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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.    Yes ý    No o

        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).    Yes ý    No o

        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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  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).    Yes o    No ý

24,605,848
Outstanding shares of common stock as of October 20, 2014

   


Table of Contents


VALMONT INDUSTRIES, INC.

INDEX TO FORM 10-Q

Page No.  

PART I. FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements:

       

 

Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013

    3  

 

Condensed Consolidated Statements of Comprehensive Income for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013

    4  

 

Condensed Consolidated Balance Sheets as of September 27, 2014 and December 28, 2013

    5  

 

Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 27, 2014 and September 28, 2013

    6  

 

Condensed Consolidated Statements of Shareholders' Equity for the thirty-nine weeks ended September 27, 2014 and September 28, 2013

    7  

 

Notes to Condensed Consolidated Financial Statements

    8  

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    36  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    47  

Item 4.

 

Controls and Procedures

    47  

PART II. OTHER INFORMATION

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    49  

Item 6.

 

Exhibits

    49  

Signatures

    50  

2


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)

 
  Thirteen Weeks Ended   Thirty-nine Weeks Ended  
 
  September 27,
2014
  September 28,
2013
  September 27,
2014
  September 28,
2013
 

Product sales

  $ 686,508   $ 693,480   $ 2,134,395   $ 2,228,268  

Services sales

    79,160     84,552     225,612     248,053  
                   

Net sales

    765,668     778,032     2,360,007     2,476,321  

Product cost of sales

    515,217     499,190     1,586,127     1,591,657  

Services cost of sales

    50,951     53,278     146,921     162,260  
                   

Total cost of sales

    566,168     552,468     1,733,048     1,753,917  
                   

Gross profit

    199,500     225,564     626,959     722,404  

Selling, general and administrative expenses

    111,697     115,663     335,532     350,048  
                   

Operating income

    87,803     109,901     291,427     372,356  
                   

Other income (expenses):

                         

Interest expense

    (8,716 )   (8,149 )   (25,217 )   (24,364 )

Interest income

    1,477     1,560     4,793     4,765  

Costs associated with refinancing of debt

    (38,705 )       (38,705 )    

Other

    (2,344 )   (584 )   (6,253 )   1,095  
                   

    (48,288 )   (7,173 )   (65,382 )   (18,504 )
                   

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    39,515     102,728     226,045     353,852  
                   

Income tax expense (benefit):

                         

Current

    23,290     40,458     82,345     127,328  

Deferred

    (9,064 )   3,454     (4,034 )   (1,275 )
                   

    14,226     43,912     78,311     126,053  
                   

Earnings before equity in earnings of nonconsolidated subsidiaries

    25,289     58,816     147,734     227,799  

Equity in earnings of nonconsolidated subsidiaries

    (4 )   75     (34 )   548  
                   

Net earnings

    25,285     58,891     147,700     228,347  

Less: Earnings attributable to noncontrolling interests

    (1,726 )   (2,402 )   (4,185 )   (4,726 )
                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 23,559   $ 56,489   $ 143,515   $ 223,621  
                   
                   

Earnings per share:

                         

Basic

  $ 0.93   $ 2.12   $ 5.48   $ 8.40  
                   
                   

Diluted

  $ 0.92   $ 2.10   $ 5.43   $ 8.31  
                   
                   

Cash dividends declared per share

  $ 0.375   $ 0.250   $ 1.000   $ 0.725  
                   
                   

Weighted average number of shares of common stock outstanding—Basic (000 omitted)

    25,287     26,665     26,208     26,632  
                   
                   

Weighted average number of shares of common stock outstanding—Diluted (000 omitted)

    25,513     26,919     26,439     26,896  
                   
                   

   

See accompanying notes to condensed consolidated financial statements.

3


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

 
  Thirteen Weeks Ended   Thirty-nine Weeks Ended  
 
  September 27,
2014
  September 28,
2013
  September 27,
2014
  September 28,
2013
 

Net earnings

  $ 25,285   $ 58,891   $ 147,700   $ 228,347  
                   

Other comprehensive income (loss), net of tax:

                         

Foreign currency translation adjustments:

                         

Unrealized translation gain (loss)                    

    (59,001 )   18,124     (33,495 )   (44,458 )

Realized loss included in net earnings during the period

                (5,194 )

Unrealized gain/(loss) on cash flow hedge:

                         

Amortization cost included in interest expense              

    383     100     450     300  

Realized loss included in net earnings during the period

    983         983      

Gain on cash flow hedges

    4,837         4,837      

Actuarial gain (loss) in defined benefit pension plan              

    1,116     857     269     (37 )
                   

Other comprehensive income (loss)

    (51,682 )   19,081     (26,956 )   (49,389 )
                   

Comprehensive income (loss)

    (26,397 )   77,972     120,744     178,958  

Comprehensive loss (income) attributable to noncontrolling interests

    89     (2,156 )   (1,615 )   1,033  
                   

Comprehensive income (loss) attributable to Valmont Industries, Inc. 

  $ (26,308 ) $ 75,816   $ 119,129   $ 179,991  
                   
                   

   

See accompanying notes to condensed consolidated financial statements.

4


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except shares and per share amounts)

(Unaudited)

 
  September 27,
2014
  December 28,
2013
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 452,218   $ 613,706  

Receivables, net

    570,810     515,440  

Inventories

    384,645     380,000  

Prepaid expenses

    64,673     22,997  

Refundable and deferred income taxes

    64,438     65,697  
           

Total current assets

    1,536,784     1,597,840  
           

Property, plant and equipment, at cost

    1,138,421     1,017,126  

Less accumulated depreciation and amortization

    521,869     482,916  
           

Net property, plant and equipment

    616,552     534,210  
           

Goodwill

    374,144     349,632  

Other intangible assets, net

    199,819     170,917  

Other assets

    135,422     123,895  
           

Total assets

  $ 2,862,721   $ 2,776,494  
           
           

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Current liabilities:

             

Current installments of long-term debt

  $ 188   $ 202  

Notes payable to banks

    17,863     19,024  

Accounts payable

    209,996     216,121  

Accrued employee compensation and benefits

    94,459     122,967  

Accrued expenses

    93,483     71,560  

Dividends payable

    9,299     6,706  
           

Total current liabilities

    425,288     436,580  
           

Deferred income taxes

    76,607     78,924  

Long-term debt, excluding current installments

    768,611     470,907  

Defined benefit pension liability

    136,808     154,397  

Deferred compensation

    48,014     39,109  

Other noncurrent liabilities

    48,707     51,731  

Shareholders' equity:

             

Preferred stock of $1 par value—

             

Authorized 500,000 shares; none issued

         

Common stock of $1 par value—

             

Authorized 75,000,000 shares; 27,900,000 issued

    27,900     27,900  

Retained earnings

    1,687,536     1,562,670  

Accumulated other comprehensive income (loss)

    (72,071 )   (47,685 )

Treasury stock

    (333,744 )   (20,860 )
           

Total Valmont Industries, Inc. shareholders' equity

    1,309,621     1,522,025  
           

Noncontrolling interest in consolidated subsidiaries

    49,065     22,821  
           

Total shareholders' equity

    1,358,686     1,544,846  
           

Total liabilities and shareholders' equity

  $ 2,862,721   $ 2,776,494  
           
           

   

See accompanying notes to condensed consolidated financial statements.

5


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 
  Thirty-nine Weeks Ended  
 
  September 27,
2014
  September 28,
2013
 

Cash flows from operating activities:

             

Net earnings

  $ 147,700   $ 228,347  

Adjustments to reconcile net earnings to net cash flows from operations:

             

Depreciation and amortization

    64,460     57,417  

Loss on investment

    4,859      

Non-cash debt refinancing costs

    (2,478 )    

Stock-based compensation

    5,444     4,999  

Change in fair value of contingent consideration

    4,300      

Defined benefit pension plan expense

    2,003     4,870  

Contribution to defined benefit pension plan

    (18,245 )   (16,755 )

Gain on sale of property, plant and equipment

    58     (5,060 )

Equity in earnings in nonconsolidated subsidiaries

    34     (548 )

Deferred income taxes

    (4,034 )   (1,275 )

Changes in assets and liabilities (net of acquisitions):

             

Receivables

    (19,951 )   (757 )

Inventories

    (4,152 )   (14,574 )

Prepaid expenses

    (19,182 )   (7,041 )

Accounts payable

    (21,082 )   1,161  

Accrued expenses

    (27,926 )   16,931  

Other noncurrent liabilities

    (6,409 )   2,510  

Income taxes refundable

    (22,702 )   (21,120 )
           

Net cash flows from operating activities

    82,697     249,105  
           

Cash flows from investing activities:

             

Purchase of property, plant and equipment

    (63,412 )   (75,072 )

Proceeds from sale of assets

    2,107     39,564  

Acquisitions, net of cash acquired

    (137,438 )   (53,152 )

Other, net

    2,992     1,231  
           

Net cash flows from investing activities

    (195,751 )   (87,429 )
           

Cash flows from financing activities:

             

Net borrowings under short-term agreements

    (1,065 )   3,439  

Proceeds from long-term borrowings

    652,540     274  

Principal payments on long-term borrowings

    (357,059 )   (508 )

Settlement of financial derivatives

    4,837      

Dividends paid

    (23,357 )   (18,717 )

Dividends to noncontrolling interest

    (1,340 )   (1,767 )

Debt issuance costs

    (5,464 )    

Proceeds from exercises under stock plans

    12,824     15,064  

Excess tax benefits from stock option exercises

    3,916     4,630  

Purchase of treasury shares

    (316,296 )    

Purchase of common treasury shares—stock plan exercises

    (12,739 )   (14,644 )
           

Net cash flows from financing activities

    (43,203 )   (12,229 )
           

Effect of exchange rate changes on cash and cash equivalents

    (5,231 )   (20,207 )
           

Net change in cash and cash equivalents

    (161,488 )   129,240  

Cash and cash equivalents—beginning of year

    613,706     414,129  
           

Cash and cash equivalents—end of period

  $ 452,218   $ 543,369  
           
           

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

(Unaudited)

 
  Common
stock
  Additional
paid-in
capital
  Retained
earnings
  Accumulated
other
comprehensive
income (loss)
  Treasury
stock
  Noncontrolling
interest in
consolidated
subsidiaries
  Total
shareholders'
equity
 

Balance at December 29, 2012

  $ 27,900   $   $ 1,300,529   $ 43,938   $ (22,455 ) $ 57,098   $ 1,407,010  

Net earnings

            223,621             4,726     228,347  

Other comprehensive income (loss)

                (43,630 )       (5,759 )   (49,389 )

Cash dividends declared

            (19,412 )               (19,412 )

Dividends to noncontrolling interests

                        (1,767 )   (1,767 )

Acquisition of Locker

                        325     325  

Stock plan exercises; 93,059 shares acquired

                    (14,644 )       (14,644 )

Stock options exercised; 192,377 shares issued

        (9,629 )   9,361         15,332         15,064  

Tax benefit from stock option exercises

        4,630                     4,630  

Stock option expense

        3,935                     3,935  

Stock awards; 9,801 shares issued

        1,064             622         1,686  
                               

Balance at September 28, 2013

  $ 27,900   $   $ 1,514,099   $ 308   $ (21,145 ) $ 54,623   $ 1,575,785  
                               
                               

Balance at December 28, 2013

  $ 27,900   $   $ 1,562,670   $ (47,685 ) $ (20,860 ) $ 22,821   $ 1,544,846  

Net earnings

            143,515             4,185     147,700  

Other comprehensive income (loss)

                (24,386 )       (2,570 )   (26,956 )

Cash dividends declared

            (25,950 )               (25,950 )

Dividends to noncontrolling interests

                        (1,340 )   (1,340 )

Acquisition of DS SM

                        9,232     9,232  

Acquisition of AgSense

                        16,333     16,333  

Addition of noncontrolling interest

                        404     404  

Purchase of treasury shares; 2,126,392 shares acquired

                    (316,296 )       (316,296 )

Stock plan exercises; 83,431 shares acquired

                    (12,739 )       (12,739 )

Stock options exercised; 171,508 shares issued

        (9,360 )   7,301         14,883         12,824  

Tax benefit from stock option exercises

        3,916                     3,916  

Stock option expense

        3,767                     3,767  

Stock awards; 8,247 shares issued

        1,677             1,268         2,945  
                               

Balance at September 27, 2014

  $ 27,900   $   $ 1,687,536   $ (72,071 ) $ (333,744 ) $ 49,065   $ 1,358,686  
                               
                               

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The Condensed Consolidated Balance Sheet as of September 27, 2014, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of September 27, 2014 and for all periods presented.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2013. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 28, 2013. The results of operations for the period ended September 27, 2014 are not necessarily indicative of the operating results for the full year.

        Approximately 43% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 27, 2014 and December 28, 2013, respectively. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value is approximately $47,380 and $45,204 at September 27, 2014 and December 28, 2013, respectively.

        Inventories consisted of the following:

 
  September 27,
2014
  December 28,
2013
 

Raw materials and purchased parts

  $ 185,573   $ 179,576  

Work-in-process

    29,954     27,294  

Finished goods and manufactured goods

    216,498     218,334  
           

Subtotal

    432,025     425,204  

Less: LIFO reserve

    47,380     45,204  
           

  $ 384,645   $ 380,000  
           
           

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, were as follows:

 
  Thirteen Weeks
Ended
  Thirty-nine Weeks
Ended
 
 
  2014   2013   2014   2013  

United States

  $ 4,844   $ 66,143   $ 141,635   $ 253,564  

Foreign

    34,671     36,585     84,410     100,288  
                   

  $ 39,515   $ 102,728   $ 226,045   $ 353,852  
                   
                   

        The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

        The components of the net periodic pension expense for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013 were as follows:

 
  Thirteen Weeks
Ended
  Thirty-nine Weeks
Ended
 
 
  2014   2013   2014   2013  

Net periodic benefit expense:

                         

Interest cost

  $ 7,274   $ 6,535   $ 21,783   $ 19,593  

Expected return on plan assets

    (6,605 )   (4,910 )   (19,780 )   (14,723 )
                   

Net periodic benefit expense

  $ 669   $ 1,625   $ 2,003   $ 4,870  
                   
                   

        The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At September 27, 2014, 1,463,600 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant.

        Expiration of grants is from six to ten years from the date of grant. The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, respectively, were as follows:

 
  Thirteen Weeks
Ended
  Thirty-nine Weeks
Ended
 
 
  2014   2013   2014   2013  

Compensation expense

  $ 1,242   $ 1,308   $ 3,767   $ 3,935  

Income tax benefits

    478     504     1,450     1,515  

        The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. In February 2013, the Company sold its nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the business for approximately $29,250. The profit on the sale was not significant, which included the recognition of $5,194 in currency translation adjustments previously recorded as part of "Accumulated other comprehensive income" on the Condensed Consolidated Balance Sheet. The Company also recognized certain deferred tax benefits of approximately $3,200 associated with the sale in the first quarter of fiscal 2013.

        The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements ("ASC 820") which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is 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.

        ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

        Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

        Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan of $36,308 ($27,133 at December 28, 2013) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. The Company's ownership in Delta EMD Pty. Ltd. (JSE:DTA) of $8,295 and $13,910 is recorded at fair value at September 27, 2014 and December 28, 2013, respectively. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
September 27,
2014
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 44,603   $ 44,603   $   $  

 

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
December 28,
2013
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 41,043   $ 41,043   $   $  

        On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% Senior Notes due 2044 (the "2044 Notes") and $250,000 aggregate principal amount of the Company's 5.25% Senior Notes due 2054 (the "2054 Notes"). During the third quarter of 2014, the Company executed a contract to lock in the treasury rate related to the issuance of the 2044 Notes and a second contract to lock in the base interest rate on the issuance of the 2054 Notes. These contracts, each for a notional amount of $125,000, were executed to hedge the risk of potential fluctuations in the treasury rates which would change the amount of net proceeds received from the debt offering. As the benchmark rate component of the fixed rate debt issuance and the cash flow hedged risk is based on that same benchmark, this was deemed an effective hedge at inception. On September 10, 2014, these contracts were settled with the Company receiving approximately $4,837

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

from the counterparties which was recorded in accumulated other comprehensive income and will be amortized as a reduction of interest expense over the term of the debt.

        In conjunction with the repurchase through a partial tender offer of $199,800 of the Company's 6.625% Senior notes due 2020 (the "2020 Notes") during September 2014, the Company recognized $983 of expense, which is a proportionate amount of the unrealized loss on cash flow hedge with respect to the 2020 Notes recorded within other comprehensive income. This $983 is included in the costs associated with refinancing of debt in the condensed consolidated statement of earnings.

        Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at September 27, 2014 and December 28, 2013:

 
  Foreign
Currency
Translation
Adjustments
  Unrealized
Loss on Cash
Flow Hedge
  Defined
Benefit
Pension Plan
  Accumulated
Other
Comprehensive
Income
 

Balance at December 28, 2013

  $ (20,165 ) $ (2,535 ) $ (24,985 ) $ (47,685 )

Current-period comprehensive income (loss)

    (30,925 )   6,270     269     (24,386 )
                   

Balance at September 27, 2014

  $ (51,090 ) $ 3,735   $ (24,716 ) $ (72,071 )
                   
                   

        On October 6, 2014, the Company purchased the assets of Shakespeare Composite Structures (Shakespeare) for $48 million in cash, net of assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products, and the originator of the composite light pole, with two manufacturing facilities in South Carolina. Shakespeare's annual sales are approximately $55 million and it will be included in the Engineered Infrastructure Products Segment. The acquisition, which was funded by cash held by the Company, was completed to extend Valmont's leading product offerings in the lighting, traffic, and utility markets.

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. Early application is not permitted. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS

        On March 3, 2014, the Company purchased 90% of the outstanding shares of DS SM A/S, which was renamed Valmont SM. Valmont SM is a manufacturer of heavy complex steel structures for a diverse range of industries including wind energy, offshore oil and gas, and electricity transmission. Valmont SM's operations are reported in the Engineered Infrastructure Products Segment. Valmont SM's annual sales are approximately $190,000 and it operates two manufacturing locations in Denmark. The purchase price paid for the business at closing (net of $56 cash acquired) was $120,483, including the payoff of an intercompany note payable by Valmont SM to its prior affiliates. The purchase is subject to an earn-out clause that is contingent on meeting future operational metrics for which no liability has been established based on current expectations. Additionally, the fair value measurements are subject to a trade working capital adjustment that has not yet been finalized. The acquisition, which was funded by cash held by the Company, was completed to participate in markets for wind energy, oil and gas exploration, power transmission and other related infrastructure projects and to increase the Company's geographic footprint in Europe. The Company also funded a portion of the acquisition with an intercompany note payable. The excess purchase price over the fair value of assets resulted in goodwill, which is not deductible for tax purposes.

        The preliminary fair value measurement disclosed below is subject to management reviews and completion of the fair value measurements of the assets acquired and liabilities assumed. The Company expects the fair value measurement process and purchase price allocation to be completed in the fourth quarter of 2014 in conjunction with the finalization of the trade working capital settlement.

        The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition.

 
  At March 3,
2014
 

Current assets

  $ 73,421  

Property, plant and equipment

    85,645  

Intangible assets

    30,340  

Goodwill

    14,317  
       

Total fair value of assets acquired

  $ 203,723  
       

Current liabilities

    50,953  

Deferred income taxes

    14,114  

Intercompany note payable

    37,448  

Long-term debt

    8,941  
       

Total fair value of liabilities assumed

    111,456  

Non-controlling interests

    9,232  
       

Net assets acquired

  $ 83,035  
       

        The Company's Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine weeks ended September 27, 2014 included net sales of $41,284 and $105,805 and net earnings of $2,466 and $6,568, respectively, resulting from Valmont SM's operations from March 3, 2014 to September 27,

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

2014. No proforma information for 2014 has been provided as it does not have a material effect on the financial statements.

        Based on the preliminary fair value assessments, the Company allocated $30,340 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective weighted average amortization periods:

 
  Amount   Weighted
Average
Amortization
Period
(Years)
 

Trade Names

  $ 12,210     Indefinite  

Backlog

    3,145     1.5  

Customer Relationships

    14,985     15.0  
             

Total Intangible Assets

  $ 30,340        
             

        On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group Holdings Pty. Ltd. ("Locker"). Locker is a manufacturer of perforated and expanded metal for the non-residential market, industrial flooring and handrails for the access systems market, and screening media for applications in the industrial and mining sectors in Australia and Asia. Locker's operations are reported in the Engineered Infrastructure Products Segment. The acquisition, which was funded by cash held by the Company, was completed to expand our product offering and sales coverage for access systems and related products in Asia Pacific.

        The purchase price paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of $7,911 additional purchase price could be paid to the sellers upon the achievement of certain gross profit and inventory targets over the two years following date of acquisition and the Company recognized an estimated liability of $7,178 at February 5, 2013. During 2014 and 2013, the Company made payments of approximately $2.3 million to the sellers with respect to achievement of these targets. The Company determined that the additional purchase price tied to a gross profit target for the twelve months ending February 2015 would not be achieved and therefore the additional purchase price with respect to that target will not be paid. As such, approximately $4.3 million of this liability was reversed and recognized against cost of goods sold during the third quarter of 2014.

        On August 25, 2014, the Company acquired 51% of AgSense, LLC (AgSense) for $17 million in cash. AgSense operates in South Dakota and is the creator of global WagNet network which provides growers with a more complete view of their entire farming operation by tying irrigation decision making to field, crop and weather conditions. In the preliminary measurement of fair values of assets acquired and liabilities assumed, goodwill of $17,343 and $13,510 of customer relationships, trade name and other intangible assets were recorded. A portion of the goodwill is deductible for tax purposes. AgSense is included in the Irrigation Segment and the purchase price allocation is expected to be finalized in the fourth quarter of 2014.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

        In December 2013, the Company purchased 100% of the outstanding shares of Armorflex International Ltd. ("Armorflex") for $10,000. Armorflex is a company holding proprietary intellectual property for products serving the highway safety market. In the measurement of fair values of assets acquired and liabilities assumed, we recorded goodwill of $6,823 and an aggregate of $3,792 for customer relationships, patented technology and other intangible assets. The goodwill is not deductible for tax purposes. Armorflex is included in the Engineered Infrastructure Products segment and was acquired to expand the Company's highway safety product offerings in the Asia Pacific region. This acquisition did not have a significant effect on the Company's fiscal 2013 financial results.

        The Company's Condensed Consolidated Statement of Earnings for the thirteen and thirty-nine weeks ended September 27, 2014 included net sales of $64,838 and $168,891 and net earnings of $8,185 and $13,760 resulting from the Valmont SM, AgSense, Locker, and Armorflex acquisitions. The pro forma effect of these acquisitions on the third quarter and first three quarters of the 2013 Statement of Earnings was as follows:

 
  Thirteen weeks Ended
September 28, 2013
  Thirty-nine weeks Ended
September 28, 2013
 

Net sales

  $ 827,374   $ 2,630,881  

Net earnings

  $ 60,549   $ 233,437  

Earnings per share—diluted

  $ 2.25   $ 8.68  

(3) GOODWILL AND INTANGIBLE ASSETS

        The components of amortized intangible assets at September 27, 2014 and December 28, 2013 were as follows:

 
  September 27, 2014
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 203,018   $ 86,175   13 years

Proprietary Software & Database

    3,872     2,983   6 years

Patents & Proprietary Technology

    12,694     8,258   8 years

Other

    4,499     2,584   3 years
             

  $ 224,083   $ 100,000    
             
             

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)


 
  December 28, 2013
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 177,495   $ 76,024   13 years

Proprietary Software & Database

    3,896     2,896   6 years

Patents & Proprietary Technology

    11,334     7,239   8 years

Other

    1,620     1,438   6 years
             

  $ 194,345   $ 87,597    
             
             

        Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, respectively was as follows:

Thirteen Weeks
Ended
  Thirty-nine Weeks
Ended
 
2014   2013   2014   2013  
$ 4,702   $ 3,750   $ 13,439   $ 11,446  

        Estimated annual amortization expense related to finite-lived intangible assets is as follows:

 
  Estimated
Amortization
Expense
 

2014

  $ 19,489  

2015

    17,182  

2016

    16,719  

2017

    16,519  

2018

    14,863  

        The useful lives assigned to finite-lived intangible assets included consideration of factors such as the Company's past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company's expected use of the intangible asset.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at September 27, 2014 and December 28, 2013 were as follows:

 
  September 27,
2014
  December 28,
2013
  Year
Acquired
 

Webforge

  $ 17,595   $ 17,787     2010  

Valmont SM

    11,285         2014  

Newmark

    11,111     11,111     2004  

Ingal EPS/Ingal Civil Products

    9,286     9,387     2010  

Donhad

    7,006     7,082     2010  

Industrial Galvanizers

    4,073     4,117     2010  

Other

    15,380     14,685        
                 

  $ 75,736   $ 64,169        
                 
                 

        In its determination of these intangible assets as indefinite-lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.

        The Company's trade names were tested for impairment in the third quarter of 2014. The values of the trade names were determined using the relief-from-royalty method. Based on this evaluation, the Company determined that its trade names were not impaired.

        The carrying amount of goodwill by segment as of September 27, 2014 and December 28, 2013 was as follows:

 
  Engineered
Infrastructure
Products
Segment
  Utility
Support
Structures
Segment
  Coatings
Segment
  Irrigation
Segment
  Other   Total  

Balance at December 28, 2013

  $ 175,442   $ 75,404   $ 77,062   $ 2,420   $ 19,304   $ 349,632  

Acquisitions

    14,317             17,343         31,660  

Foreign currency translation

    (6,194 )       (729 )   (18 )   (207 )   (7,148 )
                           

Balance at September 27, 2014

  $ 183,565   $ 75,404   $ 76,333   $ 19,745   $ 19,097   $ 374,144  
                           
                           

        The goodwill from acquisitions arose from the acquisition of Valmont SM in the first quarter, and the purchase of 51% ownership in AgSense in the third quarter of 2014. The Company's goodwill was tested for impairment during the third quarter of 2014. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company continues to monitor changes in the global economy that

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment prior to the annual test.

(4) CASH FLOW SUPPLEMENTARY INFORMATION

        The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended September 27, 2014 and September 28, 2013 were as follows:

 
  2014   2013  

Interest

  $ 23,199   $ 17,010  

Income taxes

    94,493     149,529  

        On May 13, 2014, the Company announced a new capital allocation philosophy which increased the dividend by 50% and covered a share repurchase program of up to $500 million of the Company's outstanding common stock to be acquired from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. As of September 27, 2014, the Company has acquired 2,126,392 shares for approximately $316.3 million.

(5) EARNINGS PER SHARE

        The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

 
  Basic
EPS
  Dilutive
Effect of
Stock Options
  Diluted
EPS
 

Thirteen weeks ended September 27, 2014:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 23,559   $   $ 23,559  

Shares outstanding

    25,287     226     25,513  

Per share amount

  $ 0.93   $ (0.01 ) $ 0.92  

Thirteen weeks ended September 28, 2013:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 56,489   $   $ 56,489  

Shares outstanding

    26,665     254     26,919  

Per share amount

  $ 2.12   $ (0.02 ) $ 2.10  

Thirty-nine weeks ended September 27, 2014:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 143,515   $   $ 143,515  

Shares outstanding

    26,208     231     26,439  

Per share amount

  $ 5.48   $ (0.05 ) $ 5.43  

Thirty-nine weeks ended September 28, 2013:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 223,621   $   $ 223,621  

Shares outstanding

    26,632     264     26,896  

Per share amount

  $ 8.40   $ (0.09 ) $ 8.31  

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) EARNINGS PER SHARE (Continued)

        Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share does not equal the total for the year primarily due to the share buyback program that began in the second quarter of 2014.

        At September 27, 2014, there were 273,170 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share for the thirteen and thirty-nine weeks ending September 27, 2014. At September 28, 2013, there were 1,172 outstanding stock options with exercise prices exceeding the market price of common stock.

(6) LONG-TERM DEBT

        On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250,000 aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199,800 in aggregate principal amount of the Company's 6.625% senior notes due 2020, and $250,200 of the notes remain outstanding following the conclusion of the tender offer.

 
  September 27,
2014
  December 28,
2013
 

5.00% senior unsecured notes due 2044(a)

  $ 250,000   $  

5.25% senior unsecured notes due 2054(b)

    250,000      

Unamortized discount on 5.00% and 5.25% senior unsecured notes(a and b)

    (4,460 )    

6.625% senior unsecured notes due 2020(c)

    250,200     450,000  

Unamortized premium on 6.625% senior unsecured notes(c)

    5,650     11,241  

Revolving credit agreement(d)

         

IDR Bonds(e)

    8,500     8,500  

Other notes

    8,909     1,368  
           

Total long-term debt

    768,799     471,109  

Less current installments of long-term debt

    188     202  
           

Long-term debt, excluding current installments

  $ 768,611   $ 470,907  
           
           

(a)
The 5.00% senior unsecured notes due 2044 include an aggregate principle amount of $250,000 on which interest is paid and an unamortized discount balance of $1,160 at September 27, 2014. The notes bear interest at 5.000% per annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company.

(b)
The 5.25% senior unsecured notes due 2054 include an aggregate principle amount of $250,000 on which interest is paid and an unamortized discount balance of $3,300 at September 27, 2014. The notes bear interest at 5.250% per annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) LONG-TERM DEBT (Continued)

(c)
The 6.625% senior unsecured notes due 2020, following a partial tender offer in September 2014, include a remaining aggregate principal amount of $250,200 on which interest is paid and an unamortized premium balance of $5,650 at September 27, 2014. The notes bear interest at 6.625% per annum and are due on April 1, 2020. In September 2014, the Company repurchased by partial tender $199,800 in aggregate principal amount of these notes and incurred cash prepayment expenses of approximately $41,200. In addition, $4,439 of the unamortized premium was recognized as income which is the proportionate amount of debt that was repaid. The remaining premium will be amortized against interest expense as interest payments are made over the term of the notes. These notes may be repurchased at specified prepayment premiums. These notes are guaranteed by certain subsidiaries of the Company.

(d)
On October 17, 2014, the Company entered into a First Amendment to our Credit Agreement with JPMorgan Chase Bank, as Administrative Agent, and the other lenders party thereto, dated as of August 15, 2012, which increased the committed unsecured revolving credit facility from $400 million to $600 million and extended the maturity date from August 15, 2017 to October 17, 2019. The Company may increase the credit facility by up to an additional $200 million at any time, subject to lenders increasing the amount of their commitments. The interest rate on our borrowings will be, at our option, either:

(i)
LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company) plus 100 to 162.5 basis points, depending on the credit rating of the Company's senior debt published by Standard & Poor's Rating Services and Moody's Investors Service, Inc., or;

(ii)
the higher of

the prime lending rate,

the Federal Funds rate plus 50 basis points, and

LIBOR (based on a 1 month interest period) plus 100 basis points,
(e)
The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity June 1, 2025. The effective interest rates at September 27, 2014 and December 28, 2013 were .20% and 0.21%, respectively.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) LONG-TERM DEBT (Continued)

        The lending agreements include certain maintenance covenants, including financial leverage and interest coverage. The Company was in compliance with all financial debt covenants at September 27, 2014. The minimum aggregate maturities of long-term debt for each of the five years following 2014 are: $1,262, $1,265, $1,050, $1,050 and $1,050.

        The obligations arising under the 5.00% senior unsecured notes due 2044, the 5.25% senior unsecured notes due 2054, the 6.625% senior unsecured notes due 2020, and the Amended Credit Agreement are guaranteed by the Company and its wholly-owned subsidiaries PiRod, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., Valmont Group Pty. Ltd. and Valmont Queensland Pty. Ltd.

(7) BUSINESS SEGMENTS

        The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars.

        Reportable segments are as follows:

        ENGINEERED INFRASTRUCTURE PRODUCTS:    This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, wind energy, offshore oil and gas, roadway safety and access systems applications;

        UTILITY SUPPORT STRUCTURES:    This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry;

        COATINGS:    This segment consists of galvanizing, anodizing and powder coating services on a global basis; and

        IRRIGATION:    This segment consists of the manufacture of agricultural irrigation equipment and related parts and services for the global agricultural industry.

        In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

        The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) BUSINESS SEGMENTS (Continued)

Summary by Business

 
  Thirteen Weeks Ended   Thirty-nine Weeks Ended  
 
  September 27,
2014
  September 28,
2013
  September 27,
2014
  September 28,
2013
 

SALES:

                         

Engineered Infrastructure Products segment:

                         

Lighting, Traffic, and Roadway Products

  $ 158,977   $ 171,991   $ 462,707   $ 480,648  

Communication Products

    45,952     38,674     119,456     102,067  

Offshore Structures

    41,284         105,805      

Access Systems

    48,686     49,618     139,745     151,874  
                   

Engineered Infrastructure Products segment

    294,899     260,283     827,713     734,589  

Utility Support Structures segment:

                         

Steel

    156,112     199,912     527,123     611,573  

Concrete

    25,073     29,508     81,819     85,728  
                   

Utility Support Structures segment

    181,185     229,420     608,942     697,301  

Coatings segment

    86,735     89,009     254,063     272,052  

Irrigation segment

    174,288     175,120     606,938     690,002  

Other

    60,838     71,836     181,226     233,384  
                   

Total

    797,945     825,668     2,478,882     2,627,328  

INTERSEGMENT SALES:

                         

Engineered Infrastructure Products segment

    10,696     24,970     48,427     76,591  

Utility Support Structures segment

    626     489     2,146     1,199  

Coatings segment

    13,166     13,697     42,889     42,475  

Irrigation segment

    1     4     14     5  

Other

    7,788     8,476     25,399     30,737  
                   

Total

    32,277     47,636     118,875     151,007  

NET SALES:

                         

Engineered Infrastructure Products segment

    284,203     235,313     779,286     657,998  

Utility Support Structures segment

    180,559     228,931     606,796     696,102  

Coatings segment

    73,569     75,312     211,174     229,577  

Irrigation segment

    174,287     175,116     606,924     689,997  

Other

    53,050     63,360     155,827     202,647  
                   

Total

  $ 765,668   $ 778,032   $ 2,360,007   $ 2,476,321  
                   
                   

OPERATING INCOME:

                         

Engineered Infrastructure Products segment

  $ 33,200   $ 25,689   $ 75,534   $ 61,026  

Utility Support Structures segment

    16,975     41,491     76,107     129,767  

Coatings segment

    17,554     19,833     47,260     56,805  

Irrigation segment

    26,888     31,145     111,507     149,878  

Other

    6,211     9,978     23,104     33,790  

Corporate

    (13,025 )   (18,235 )   (42,085 )   (58,910 )
                   

Total

  $ 87,803   $ 109,901   $ 291,427   $ 372,356  
                   
                   

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

        On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250,000 aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199,800 in aggregate principal amount of the Company's 6.625% senior notes due 2020, and $250,200 of the notes remain outstanding following the conclusion of the tender offer. All of the notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

        In 2014, the Company classified "Equity in earnings of nonconsolidated subsidiaries" as an adjustment to reconcile net earnings to operating cash flows, as part of "Net cash flows from operating activities" in the Condensed Consolidating Statement of Cash Flows. In the 2013 Condensed Consolidating Statement of Cash Flows, these amounts were classified within "Other, net", as part of "Net cash flows from investing activities". The Company revised its presentation for 2013 with respect to the supplemental information included in this footnote in order to achieve comparability in the Condensed Consolidating Statements of Cash Flows.

        The revisions consisted of recording the amounts previously reported in "Other, net" in cash flows from investing activities that were related to earnings from subsidiaries to "Equity in earnings of nonconsolidated subsidiaries" in cash flows from operating activities. Accordingly, the eliminations to reconcile consolidated net earnings are contained in the "Net cash flows from operating activities".

        The "Non-Guarantor" and "Total" columns were not affected by any of these revisions. There was also no effect on the consolidated (total) net cash flows or any other statements in this footnote. The following is a reconciliation of the columns affected for 2013.

 
  Parent   Parent   Guarantor   Guarantor   Eliminations   Eliminations  
 
  As previously
reported
  As revised   As
previously
reported
  As revised   As previously
reported
  As revised  

2013

                                     

Cash flows from operating activities:

                                     

Equity in earnings of nonconsolidated subsidiaries

  $ (341 ) $ (121,211 ) $   $ (48,927 ) $   $ 169,797  

Net cash flows from operating activities

    239,277     118,407     77,264     28,337     (166,675 )   3,122  

Cash flows from investing activities:

   
 
   
 
   
 
   
 
   
 
   
 
 

Other, net

    (68,447 )   52,423     (105,512 )   (56,585 )   166,675     (3,122 )

Net cash flows from investing activities

    (107,989 )   12,881     (123,858 )   (74,931 )   166,675     (3,122 )

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

        Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended September 27, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 313,775   $ 120,016   $ 384,564   $ (52,687 ) $ 765,668  

Cost of sales

    234,085     92,091     292,722     (52,730 )   566,168  
                       

Gross profit

    79,690     27,925     91,842     43     199,500  

Selling, general and administrative expenses

    48,560     12,145     50,992         111,697  
                       

Operating income

    31,130     15,780     40,850     43     87,803  
                       

Other income (expense):

                               

Interest expense

    (8,061 )   (11,288 )   (655 )   11,288     (8,716 )

Interest income

    2     161     12,602     (11,288 )   1,477  

Costs associated with refinancing of debt

    (38,705 )               (38,705 )

Other

    (196 )   (149 )   (1,999 )       (2,344 )
                       

    (46,960 )   (11,276 )   9,948         (48,288 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    (15,830 )   4,504     50,798     43     39,515  
                       

Income tax expense (benefit):

                               

Current

    9,296     3,600     10,397     (3 )   23,290  

Deferred

    (12,430 )   (342 )   3,708         (9,064 )
                       

    (3,134 )   3,258     14,105     (3 )   14,226  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    (12,696 )   1,246     36,693     46     25,289  

Equity in earnings of nonconsolidated subsidiaries

   
36,255
   
17,026
   
   
(53,285

)
 
(4

)
                       

Net earnings

    23,559     18,272     36,693     (53,239 )   25,285  

Less: Earnings attributable to noncontrolling interests

            (1,726 )       (1,726 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 23,559   $ 18,272   $ 34,967   $ (53,239 ) $ 23,559  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirty-nine weeks ended September 27, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 1,069,059   $ 380,327   $ 1,072,560   $ (161,939 ) $ 2,360,007  

Cost of sales

    785,898     283,443     826,120     (162,413 )   1,733,048  
                       

Gross profit

    283,161     96,884     246,440     474     626,959  

Selling, general and administrative expenses

    146,514     37,806     151,212         335,532  
                       

Operating income

    136,647     59,078     95,228     474     291,427  
                       

Other income (expense):

                               

Interest expense

    (23,427 )   (33,505 )   (1,790 )   33,505     (25,217 )

Interest income

    28     496     37,774     (33,505 )   4,793  

Costs associated with refinancing of debt

    (38,705 )               (38,705 )

Other

    1,625     (501 )   (7,377 )       (6,253 )
                       

    (60,479 )   (33,510 )   28,607         (65,382 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries              

    76,168     25,568     123,835     474     226,045  
                       

Income tax expense (benefit):

                               

Current

    38,489     11,813     31,914     129     82,345  

Deferred

    (6,601 )   1,325     1,242         (4,034 )
                       

    31,888     13,138     33,156     129     78,311  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    44,280     12,430     90,679     345     147,734  

Equity in earnings of nonconsolidated subsidiaries

   
99,235
   
42,929
   
   
(142,198

)
 
(34

)
                       

Net earnings

    143,515     55,359     90,679     (141,853 )   147,700  

Less: Earnings attributable to noncontrolling interests

            (4,185 )       (4,185 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 143,515   $ 55,359   $ 86,494   $ (141,853 ) $ 143,515  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended September 28, 2013

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 331,525   $ 161,432   $ 366,522   $ (81,447 ) $ 778,032  

Cost of sales

    238,692     121,870     273,317     (81,411 )   552,468  
                       

Gross profit

    92,833     39,562     93,205     (36 )   225,564  

Selling, general and administrative expenses

    51,621     14,530     49,512         115,663  
                       

Operating income

    41,212     25,032     43,693     (36 )   109,901  
                       

Other income (expense):

                               

Interest expense

    (7,724 )   (11,122 )   (425 )   11,122     (8,149 )

Interest income

    18     242     12,422     (11,122 )   1,560  

Other

    1,422     9     (2,015 )       (584 )
                       

    (6,284 )   (10,871 )   9,982         (7,173 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    34,928     14,161     53,675     (36 )   102,728  
                       

Income tax expense (benefit):

                               

Current

    19,473     7,419     13,631     (65 )   40,458  

Deferred

    (4,969 )   (360 )   8,783         3,454  
                       

    14,504     7,059     22,414     (65 )   43,912  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    20,424     7,102     31,261     29     58,816  

Equity in earnings of nonconsolidated subsidiaries

   
36,065
   
6,542
   
   
(42,532

)
 
75
 
                       

Net earnings

    56,489     13,644     31,261     (42,503 )   58,891  

Less: Earnings attributable to noncontrolling interests

            (2,402 )       (2,402 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 56,489   $ 13,644   $ 28,859   $ (42,503 ) $ 56,489  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirty-nine weeks ended September 28, 2013

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 1,174,955   $ 501,308   $ 1,052,733   $ (252,675 ) $ 2,476,321  

Cost of sales

    837,321     377,158     795,182     (255,744 )   1,753,917  
                       

Gross profit

    337,634     124,150     257,551     3,069     722,404  

Selling, general and administrative expenses

    157,367     42,871     149,810         350,048  
                       

Operating income

    180,267     81,279     107,741     3,069     372,356  
                       

Other income (expense):

                               

Interest expense

    (23,115 )   (35,696 )   (1,249 )   35,696     (24,364 )

Interest income

    33     732     39,696     (35,696 )   4,765  

Other

    3,224     55     (2,184 )       1,095  
                       

    (19,858 )   (34,909 )   36,263         (18,504 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries              

    160,409     46,370     144,004     3,069     353,852  
                       

Income tax expense (benefit):

                               

Current

    65,472     20,801     40,283     772     127,328  

Deferred

    (7,473 )   1,342     4,856         (1,275 )
                       

    57,999     22,143     45,139     772     126,053  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    102,410     24,227     98,865     2,297     227,799  

Equity in earnings of nonconsolidated subsidiaries

   
121,211
   
48,927
   
207
   
(169,797

)
 
548
 
                       

Net earnings

    223,621     73,154     99,072     (167,500 )   228,347  

Less: Earnings attributable to noncontrolling interests

            (4,726 )       (4,726 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 223,621   $ 73,154   $ 94,346   $ (167,500 ) $ 223,621  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended September 27, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 23,559   $ 18,272   $ 36,693   $ (53,239 ) $ 25,285  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        37,807     (96,808 )       (59,001 )

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    100         283         383  

Realized loss included in net earnings during the period

    983                 983  

Gain on cash flow hedges

    4,837                 4,837  

Actuarial gain (loss) in defined benefit pension plan liability

            1,116         1,116  

Equity in other comprehensive income          

   
(55,787

)
 
   
   
55,787
   
 
                       

Other comprehensive income (loss)

    (49,867 )   37,807     (95,409 )   55,787     (51,682 )
                       

Comprehensive income

    (26,308 )   56,079     (58,716 )   2,548     (26,397 )

Comprehensive income attributable to noncontrolling interests

            89         89  
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ (26,308 ) $ 56,079   $ (58,627 ) $ 2,548   $ (26,308 )
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirty-nine weeks ended September 27, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 143,515   $ 55,359   $ 90,679   $ (141,853 ) $ 147,700  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

          8,492     (41,987 )       (33,495 )

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    300         150         450  

Realized loss included in net earnings during the period

    983                 983  

Gain on cash flow hedges

    4,837                 4,837  

Actuarial gain (loss) in defined benefit pension plan liability

            269         269  

Equity in other comprehensive income          

   
(30,506

)
 
         
30,506
   
 
                       

Other comprehensive income (loss)

    (24,386 )   8,492     (41,568 )   30,506     (26,956 )
                       

Comprehensive income

    119,129     63,851     49,111     (111,347 )   120,744  

Comprehensive income attributable to noncontrolling interests

            (1,615 )       (1,615 )
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 119,129   $ 63,851   $ 47,496   $ (111,347 ) $ 119,129  
                       
                       

29


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended September 28, 2013

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 56,489   $ 13,644   $ 31,261   $ (42,503 ) $ 58,891  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:              

                               

Unrealized gains (losses) arising during the period

        30,221     (12,097 )       18,124  

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    100                 100  

Actuarial gain (loss) in defined benefit pension plan liability

            857         857  

Equity in other comprehensive income

   
19,227
   
   
   
(19,227

)
 
 
                       

Other comprehensive income (loss)

    19,327     30,221     (11,240 )   (19,227 )   19,081  
                       

Comprehensive income

    75,816     43,865     20,021     (61,730 )   77,972  

Comprehensive income attributable to noncontrolling interests

            (2,156 )       (2,156 )
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 75,816   $ 43,865   $ 17,865   $ (61,730 ) $ 75,816  
                       
                       

30


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirty-nine weeks ended September 28, 2013

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 223,621   $ 73,154   $ 99,072   $ (167,500 ) $ 228,347  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        57,707     (102,165 )       (44,458 )

Realized (loss) included in net earnings during the period

            (5,194 )       (5,194 )

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    300                 300  

Actuarial gain (loss) in defined benefit pension plan liability

            (37 )       (37 )

Equity in other comprehensive income          

   
(43,930

)
 
   
   
43,930
   
 
                       

Other comprehensive income (loss)

    (43,630 )   57,707     (107,396 )   43,930     (49,389 )
                       

Comprehensive income

    179,991     130,861     (8,324 )   (123,570 )   178,958  

Comprehensive income attributable to noncontrolling interests

            1,033         1,033  
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 179,991   $ 130,861   $ (7,291 ) $ (123,570 ) $ 179,991  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
September 27, 2014

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 153,921   $ 3,663   $ 294,634   $   $ 452,218  

Receivables, net

    158,080     78,808     333,922         570,810  

Inventories

    130,039     65,194     189,412         384,645  

Prepaid expenses

    6,948     759     56,966         64,673  

Refundable and deferred income taxes

    46,233     6,396     11,809         64,438  
                       

Total current assets

    495,221     154,820     886,743         1,536,784  
                       

Property, plant and equipment, at cost

    555,552     126,438     456,431         1,138,421  

Less accumulated depreciation and amortization

    316,637     66,509     138,723         521,869  
                       

Net property, plant and equipment

    238,915     59,929     317,708         616,552  
                       

Goodwill

    20,108     107,542     246,494         374,144  

Other intangible assets

    306     44,847     154,666         199,819  

Investment in subsidiaries and intercompany accounts

    1,477,670     1,489,054     564,888     (3,531,612 )    

Other assets

    44,958         90,464         135,422  
                       

Total assets

  $ 2,277,178   $ 1,856,192   $ 2,260,963   $ (3,531,612 ) $ 2,862,721  
                       
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 188   $   $   $   $ 188  

Notes payable to banks

            17,863         17,863  

Accounts payable

    59,365     16,720     133,911         209,996  

Accrued employee compensation and benefits

    49,004     5,508     39,947         94,459  

Accrued expenses

    35,806     6,223     51,454         93,483  

Dividends payable

    9,299                 9,299  
                       

Total current liabilities

    153,662     28,451     243,175         425,288  
                       

Deferred income taxes

    2,575     28,649     45,383         76,607  

Long-term debt, excluding current installments

    760,130     507,362     8,481     (507,362 )   768,611  

Defined benefit pension liability

            136,808         136,808  

Deferred compensation

    41,629         6,385         48,014  

Other noncurrent liabilities

    9,561         39,146         48,707  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     254,982     (712,932 )   27,900  

Additional paid-in capital

        150,286     1,034,236     (1,184,522 )    

Retained earnings

    1,687,536     608,558     505,735     (1,114,293 )   1,687,536  

Accumulated other comprehensive income (loss)

    (72,071 )   74,936     (62,433 )   (12,503 )   (72,071 )

Treasury stock

    (333,744 )               (333,744 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,309,621     1,291,730     1,732,520     (3,024,250 )   1,309,621  
                       

Noncontrolling interest in consolidated subsidiaries

            49,065         49,065  
                       

Total shareholders' equity

    1,309,621     1,291,730     1,781,585     (3,024,250 )   1,358,686  
                       

Total liabilities and shareholders' equity

  $ 2,277,178   $ 1,856,192   $ 2,260,963   $ (3,531,612 ) $ 2,862,721  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
December 28, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 215,576   $ 49,053   $ 349,077   $   $ 613,706  

Receivables, net

    139,179     108,646     267,615         515,440  

Inventories

    132,953     70,231     176,816         380,000  

Prepaid expenses

    4,735     932     17,330         22,997  

Refundable and deferred income taxes

    41,167     8,351     16,179         65,697  
                       

Total current assets

    533,610     237,213     827,017         1,597,840  
                       

Property, plant and equipment, at cost

    522,734     125,764     368,628         1,017,126  

Less accumulated depreciation and amortization

    300,066     61,520     121,330         482,916  
                       

Net property, plant and equipment

    222,668     64,244     247,298         534,210  
                       

Goodwill

    20,108     107,542     221,982         349,632  

Other intangible assets

    346     48,461     122,110         170,917  

Investment in subsidiaries and intercompany accounts

    1,417,425     1,367,308     518,059     (3,302,792 )    

Other assets

    30,759         93,136         123,895  
                       

Total assets

  $ 2,224,916   $ 1,824,768   $ 2,029,602   $ (3,302,792 ) $ 2,776,494  
                       
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 188   $   $ 14   $   $ 202  

Notes payable to banks

            19,024         19,024  

Accounts payable

    62,153     20,365     133,603         216,121  

Accrued employee compensation and benefits

    76,370     13,713     32,884         122,967  

Accrued expenses

    28,362     7,315     35,883         71,560  

Dividends payable

    6,706                 6,706  
                       

Total current liabilities

    173,779     41,393     221,408         436,580  
                       

Deferred income taxes

    18,983     29,279     30,662         78,924  

Long-term debt, excluding current installments

    470,175     514,223     732     (514,223 )   470,907  

Defined benefit pension liability

            154,397         154,397  

Deferred compensation

    32,339         6,770         39,109  

Other noncurrent liabilities

    7,615         44,116         51,731  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     254,982     (712,932 )   27,900  

Additional paid-in capital

        150,286     891,236     (1,041,522 )    

Retained earnings

    1,562,670     565,193     517,703     (1,082,896 )   1,562,670  

Accumulated other comprehensive income

    (47,685 )   66,444     (115,225 )   48,781     (47,685 )

Treasury stock

    (20,860 )               (20,860 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,522,025     1,239,873     1,548,696     (2,788,569 )   1,522,025  
                       

Noncontrolling interest in consolidated subsidiaries

            22,821         22,821  
                       

Total shareholders' equity

    1,522,025     1,239,873     1,571,517     (2,788,569 )   1,544,846  
                       

Total liabilities and shareholders' equity

  $ 2,224,916   $ 1,824,768   $ 2,029,602   $ (3,302,792 ) $ 2,776,494  
                       
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 27, 2014

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operating activities:

                               

Net earnings

  $ 143,515   $ 55,359   $ 90,679   $ (141,853 ) $ 147,700  

Adjustments to reconcile net earnings to net cash flows from operations:

                               

Depreciation and amortization

    17,094     9,804     37,562         64,460  

Loss on investment

            4,859         4,859  

Non-cash debt refinancing costs

    (2,478 )               (2,478 )

Stock-based compensation

    5,444                 5,444  

Change in fair value of contingent consideration

            4,300         4,300  

Defined benefit pension plan expense

            2,003         2,003  

Contribution to defined benefit pension plan

            (18,245 )       (18,245 )

Gain on sale of property, plant and equipment

    37     (30 )   51         58  

Equity in earnings in nonconsolidated subsidiaries

    (99,235 )   (42,929 )       142,198     34  

Deferred income taxes

    (6,601 )   1,324     1,243         (4,034 )

Changes in assets and liabilities (net of acquisitions):

                               

Receivables

    (18,901 )   29,838     (30,888 )       (19,951 )

Inventories

    2,914     5,036     (12,102 )       (4,152 )

Prepaid expenses

    (2,213 )   173     (17,142 )       (19,182 )

Accounts payable

    (2,788 )   (3,643 )   (14,651 )       (21,082 )

Accrued expenses

    (18,654 )   (9,296 )   24         (27,926 )

Other noncurrent liabilities

    2,061         (8,470 )       (6,409 )

Income taxes payable (refundable)

    (16,149 )   (225 )   (6,328 )       (22,702 )
                       

Net cash flows from operating activities

    4,046     45,411     32,895     345     82,697  
                       

Cash flows from investing activities:

                               

Purchase of property, plant and equipment              

    (35,925 )   (1,972 )   (25,515 )       (63,412 )

Proceeds from sale of assets

    8     127     1,972         2,107  

Acquisitions, net of cash acquired

            (137,438 )       (137,438 )

Other, net

    36,954     (15,989 )   (17,628 )   (345 )   2,992  
                       

Net cash flows from investing activities              

    1,037     (17,834 )   (178,609 )   (345 )   (195,751 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements              

            (1,065 )       (1,065 )

Proceeds from long-term borrowings

    652,540                 652,540  

Principal payments on long-term borrowings

    (356,994 )       (65 )       (357,059 )

Settlement of financial derivative

    4,837                 4,837  

Dividends paid

    (23,357 )               (23,357 )

Intercompany dividends

    116,995     (18,533 )   (98,462 )        

Dividends to noncontrolling interest

            (1,340 )       (1,340 )

Intercompany interest on long-term note

        (54,398 )   54,398          

Debt issuance costs

    (5,464 )               (5,464 )

Intercompany capital contribution

    (143,000 )       143,000          

Proceeds from exercises under stock plans              

    12,824                 12,824  

Excess tax benefits from stock option exercises

    3,916                 3,916  

Purchase of treasury shares

    (316,296 )               (316,296 )

Purchase of common treasury shares—stock plan exercises:

    (12,739 )               (12,739 )
                       

Net cash flows from financing activities              

    (66,738 )   (72,931 )   96,466         (43,203 )
                       

Effect of exchange rate changes on cash and cash equivalents

        (36 )   (5,195 )       (5,231 )
                       

Net change in cash and cash equivalents

    (61,655 )   (45,390 )   (54,443 )       (161,488 )

Cash and cash equivalents—beginning of year

    215,576     49,053     349,077         613,706  
                       

Cash and cash equivalents—end of period

  $ 153,921   $ 3,663   $ 294,634   $   $ 452,218  
                       
                       

34


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 28, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operations:

                               

Net earnings

  $ 223,621   $ 73,154   $ 99,072   $ (167,500 ) $ 228,347  

Adjustments to reconcile net earnings to net cash flows from operations:

                               

Depreciation and amortization

    15,252     9,620     32,545         57,417  

Stock-based compensation

    4,999                 4,999  

Defined benefit pension plan expense

            4,870         4,870  

Contribution to defined benefit pension plan

            (16,755 )       (16,755 )

Gain on sale of property, plant and equipment

    354     37     (5,451 )       (5,060 )

Equity in earnings of nonconsolidated subsidiaries            

    (121,211 )   (48,927 )   (207 )   169,797     (548 )

Deferred income taxes

    (7,473 )   1,342     4,856         (1,275 )

Changes in assets and liabilities:

                               

Receivables

    8,737     3,552     (13,046 )       (757 )

Inventories

    3,146     (5,556 )   (12,164 )       (14,574 )

Prepaid expenses

    (1,148 )   290     (6,183 )       (7,041 )

Accounts payable

    (11,968 )   (2,992 )   16,121         1,161  

Accrued expenses

    17,944     (148 )   (865 )       16,931  

Other noncurrent liabilities

    5,987         (3,477 )       2,510  

Income taxes payable (refundable)

    (19,833 )   (2,035 )   (77 )   825     (21,120 )
                       

Net cash flows from operations

    118,407     28,337     99,239     3,122     249,105  
                       

Cash flows from investing activities:

                               

Purchase of property, plant and equipment

    (41,034 )   (18,381 )   (15,657 )       (75,072 )

Proceeds from sale of assets

    1,492     35     38,037         39,564  

Acquisitions, net of cash acquired

            (53,152 )       (53,152 )

Other, net

    52,423     (56,585 )   8,515     (3,122 )   1,231  
                       

Net cash flows from investing activities

    12,881     (74,931 )   (22,257 )   (3,122 )   (87,429 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements

            3,439         3,439  

Proceeds from long-term borrowings

            274         274  

Principal payments on long-term borrowings

    (187 )       (321 )       (508 )

Dividends paid

    (18,717 )               (18,717 )

Intercompany dividends

        20,133     (20,133 )        

Dividend to noncontrolling interests

            (1,767 )       (1,767 )

Proceeds from exercises under stock plans

    15,064                 15,064  

Excess tax benefits from stock option exercises

    4,630                 4,630  

Purchase of common treasury shares—stock plan exercises

    (14,644 )               (14,644 )
                       

Net cash flows from financing activities

    (13,854 )   20,133     (18,508 )       (12,229 )
                       

Effect of exchange rate changes on cash and cash equivalents

        (5,556 )   (14,651 )       (20,207 )
                       

Net change in cash and cash equivalents

    117,434     (32,017 )   43,823         129,240  

Cash and cash equivalents—beginning of year

    40,926     83,203     290,000         414,129  
                       

Cash and cash equivalents—end of period

  $ 158,360   $ 51,186   $ 333,823   $   $ 543,369  
                       
                       

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        Management's discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management's perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company's actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include, among other things, risk factors described from time to time in the Company's reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

        This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2013. Segment sales in the table below are presented net of intersegment sales.

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Results of Operations

        Dollars in millions, except per share amounts

 
  Thirteen Weeks Ended   Thirty-nine Weeks Ended  
 
  September 27,
2014
  September 28,
2013
  % Incr.
(Decr.)
  September 27,
2014
  September 28,
2013
  % Incr.
(Decr.)
 

Consolidated

                                     

Net sales

  $ 765.7   $ 778.0     (1.6 )% $ 2,360.0   $ 2,476.3     (4.7 )%

Gross profit

    199.5     225.6     (11.6 )%   627.0     722.4     (13.2 )%

as a percent of sales

    26.1 %   29.0 %         26.6 %   29.2 %      

SG&A expense

    111.7     115.7     (3.5 )%   335.5     350.0     (4.1 )%

as a percent of sales

    14.6 %   14.9 %         14.2 %   14.1 %      

Operating income

    87.8     109.9     (20.1 )%   291.4     372.4     (21.8 )%

as a percent of sales

    11.5 %   14.1 %         12.3 %   15.0 %      

Net interest expense

    7.2     6.6     9.1 %   20.4     19.6     4.1 %

Refinancing costs

    38.7         NM     38.7         NM  

Effective tax rate

    36.0 %   42.8 %         34.6 %   35.6 %      

Net earnings

  $ 23.6   $ 56.5     (58.2 )% $ 143.5   $ 223.6     (35.8 )%

Diluted earnings per share

  $ 0.92   $ 2.10     (56.2 )% $ 5.43   $ 8.31     (34.7 )%

Engineered Infrastructure Products

                                     

Net sales

  $ 284.2   $ 235.3     20.8 % $ 779.3   $ 658.0     18.4 %

Gross profit

    76.9     67.6     13.8 %   205.3     186.0     10.4 %

SG&A expense

    43.7     41.9     4.3 %   129.8     125.0     3.8 %

Operating income

    33.2     25.7     29.2 %   75.5     61.0     23.8 %

Utility Support Structures

                                     

Net sales

  $ 180.6   $ 228.9     (21.1 )% $ 606.8   $ 696.1     (12.8 )%

Gross profit

    36.5     61.8     (40.9 )%   134.5     189.8     (29.1 )%

SG&A expense

    19.5     20.3     (3.9 )%   58.4     60.0     (2.7 )%

Operating income

    17.0     41.5     (59.0 )%   76.1     129.8     (41.4 )%

Coatings

                                     

Net sales

  $ 73.6   $ 75.3     (2.3 )% $ 211.2   $ 229.6     (8.0 )%

Gross profit

    26.7     28.7     (7.0 )%   75.3     80.9     (6.9 )%

SG&A expense

    9.1     8.9     2.2 %   28.0     24.1     16.2 %

Operating income

    17.6     19.8     (11.1 )%   47.3     56.8     (16.7 )%

Irrigation

                                     

Net sales

  $ 174.3   $ 175.1     (0.5 )% $ 606.9   $ 690.0     (12.0 )%

Gross profit

    49.1     52.9     (7.2 )%   176.7     216.3     (18.3 )%

SG&A expense

    22.3     21.7     2.8 %   65.2     66.4     (1.8 )%

Operating income

    26.8     31.2     (14.1 )%   111.5     149.9     (25.6 )%

Other

                                     

Net sales

  $ 53.0   $ 63.4     (16.4 )% $ 155.8   $ 202.6     (23.1 )%

Gross profit

    10.3     14.9     (30.9 )%   35.0     49.2     (28.9 )%

SG&A expense

    4.1     4.9     (16.3 )%   11.9     15.4     (22.7 )%

Operating income

    6.2     10.0     (38.0 )%   23.1     33.8     (31.7 )%

Net corporate expense

                                     

Gross profit

  $   $ (0.1 )   NM   $ 0.2   $ 0.2     NM  

SG&A expense

    13.0     18.1     (28.2 )%   42.3     59.1     (28.4 )%

Operating loss

    (13.0 )   (18.2 )   28.6 %   (42.1 )   (58.9 )   28.5 %

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Overview

        On a consolidated basis, the decrease in net sales in the third quarter and first three quarters of fiscal 2014, as compared with 2013, reflected lower sales in all reportable segments except for the Engineered Infrastructure Products (EIP) segment. The changes in net sales in the third quarter and first three quarters of fiscal 2014, as compared with fiscal 2013, were as follows:

 
  Third quarter  
 
  Total   EIP   Utility   Coatings   Irrigation   Other  

Sales—2013

  $ 778.0   $ 235.3   $ 228.9   $ 75.3   $ 175.1   $ 63.4  

Volume

    (26.1 )   (1.0 )   (22.0 )   (5.1 )   0.9     1.1  

Pricing/mix

    (21.7 )   4.4     (26.4 )   3.4     (2.0 )   (1.1 )

Acquisitions/Divestiture

    33.6     43.9             0.6     (10.9 )

Currency translation

    1.9     1.6     0.1         (0.3 )   0.5  
                           

Sales—2014

  $ 765.7   $ 284.2   $ 180.6   $ 73.6   $ 174.3   $ 53.0  
                           
                           

 

 
  Year-to-date  
 
  Total   EIP   Utility   Coatings   Irrigation   Other  

Sales—2013

  $ 2,476.3   $ 658.0   $ 696.1   $ 229.6   $ 690.0   $ 202.6  

Volume

    (126.3 )   8.3     (38.1 )   (15.4 )   (75.0 )   (6.1 )

Pricing/mix

    (48.0 )   4.3     (49.7 )   3.7     (1.4 )   (4.9 )

Acquisitions/Divestiture

    88.5     117.0             0.6     (29.1 )

Currency translation

    (30.5 )   (8.3 )   (1.5 )   (6.7 )   (7.3 )   (6.7 )
                           

Sales—2014

  $ 2,360.0   $ 779.3   $ 606.8   $ 211.2   $ 606.9   $ 155.8  
                           
                           

        Volume effects are estimated based on a physical production or sales measure. Since products we sell are not uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold. Accordingly, pricing and mix changes do not necessarily directly result in operating income changes.

        Acquisitions included Locker Group Holdings ("Locker"), Armorflex International Ltd. ("Armorflex"), AgSense LLC, and DS SM A/S, which was renamed Valmont SM. We acquired Locker in February 2013, Armorflex in December 2013, AgSense in August 2014, and Valmont SM in March 2014. All of these acquisitions are reported in the Engineered Infrastructure Products segment, except for AgSense which is reported in the Irrigation segment. In the "Other" category, the sales reduction of $10.9 million and $29.1 million in the third quarter and first three quarters of 2014 reflects the deconsolidation of Delta EMD Pty. Ltd. ("EMD") in December 2013, following the reduction of our ownership in the operation to below 50%.

        In the third quarter and first three quarters of fiscal 2014, we realized a decrease in operating profit, as compared with fiscal 2013, due to currency translation effects. On average, the U.S. dollar strengthened in particular against the Australian dollar, Brazilian Real and South Africa Rand, resulting in less operating profit in U.S. dollar terms. The breakdown of this effect by segment was as follows:

 
  Total   EIP   Utility   Coatings   Irrigation   Other   Corporate  

Third quarter

  $ 0.1   $ 0.1   $   $   $   $   $  

Year-to-date

  $ (3.7 ) $ (0.8 ) $ (0.3 ) $ (0.8 ) $ (1.3 ) $ (0.9 ) $ 0.4  
                               
                               

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        The decrease in gross margin (gross profit as a percent of sales) in fiscal 2014, as compared with 2013, was due to a combination of lower sales prices, unfavorable sales mix, reduced sales volumes and slightly higher raw material costs in 2014, as compared with 2013.

        Selling, general and administrative (SG&A) spending in the third quarter and first three quarters of fiscal 2014, as compared with the same periods in 2013, decreased mainly due to the following factors:

        The above reductions in SG&A were partially offset by the following:

        The decrease in operating income on a reportable segment basis in 2014, as compared to 2013, was due to reduced operating performance in the Utility, Irrigation, and Coatings segments. The EIP segment showed improved operating performance in 2014 compared to 2013, primarily due to the acquisitions of Valmont SM and Armorflex. The "Other" category reported reduced operating performance in 2014 compared to 2013, mainly due to lower grinding media sales.

        Net interest expense increased slightly in the third quarter and first three quarters of fiscal 2014, as compared with 2013, due to slightly higher interest expense due to additional long-term debt issued in the third quarter.

        The approximate $38.7 million in costs associated with refinancing of debt is due to the Company's repurchase through partial tender of $199.8 million in aggregate principal amount of a portion of the 6.625% senior unsecured notes due 2020. This expense was comprised of the following:

        The increase in other expense in the third quarter and first three quarters of 2014, as compared with 2013, was mainly attributable to recording the change (loss) in fair value of the Company's investment in EMD of $1.4 million and $4.9 million, respectively. $1.3 million in lower appreciation of the deferred compensation assets in the third quarter and first three quarters of 2014 as compared to 2013 also contributed to the higher other expense.

        Our effective income tax rate in the third quarter of fiscal 2014 was lower than the same period in fiscal 2013, principally due to a lowering of the U.K. income tax rates in 2013. In the third quarter of fiscal 2013, U.K. tax rates were collectively reduced from 23% to 20%. Accordingly, we reduced the value of our deferred tax assets associated with net operating loss carryforwards and certain timing

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differences by $8.3 million in the third quarter of fiscal 2013, with a corresponding increase in income tax expense. The year-to-date effective tax rate in fiscal 2014 was slightly lower than 2013, mainly due to lower U.K. tax rates discussed above, offset by approximately $3.2 million of non-cash tax benefits associated with the first quarter 2013 sale of our nonconsolidated investment in South Africa and $1.0 million of higher research and development tax credits in the U.S in 2013.

        Earnings in non-consolidated subsidiaries were lower in fiscal 2014, as compared with 2013, with a small amount of activity in 2014. In February 2013, the Company sold its 49% ownership interest in a manganese materials operation. There was no significant gain or loss on the sale.

        Our cash flows provided by operations were approximately $82.7 million in the first three quarters of fiscal 2014, as compared with $249.1 million provided by operations in 2013. The decrease in operating cash flow in the first three quarters of fiscal 2014 was the result of the cash prepayment expenses related to the refinancing of debt, decreased net earnings, and higher net working capital, as compared with 2013.

        The increase in net sales in the third quarter and first three quarters of fiscal 2014 as compared with 2013 was mainly due to the acquisition of Valmont SM in early March 2014 and Armorflex in December 2013 ($43.9 million and $112.6 million).

        Global lighting. traffic, and roadway product sales in the third quarter and first three quarters of fiscal 2014 improved compared to the same period in fiscal 2013. In the third quarter and first three quarters of fiscal 2014, sales volumes in the U.S. were slightly higher in the transportation markets as construction and installation activity continue to show slight improvement over 2013. However, the transportation market continues to be challenging, due in part to the lack of long-term U.S. federal highway funding legislation. Sales volumes in Canada were down in the third quarter and first three quarters of 2014 as compared to 2013 due to project delays, lower government spending, and increased competition. Sales in Europe were lower in the third quarter of fiscal 2014 and slightly lower year-to-date compared to the same periods in fiscal 2013. Decreased volumes in France were offset to an extent by volume increases in the U.K and favorable currency impacts. In the Asia Pacific region, sales were lower in the third quarter of fiscal 2014 over 2013 due to softer market conditions in Australia, partially offset by growth in India. Highway safety product sales improved in the third quarter and first three quarters of 2014 compared to 2013, due to the acquisition of Armorflex in December 2013 (approximately $2.6 million and $6.7 million, respectively) and modestly improved market conditions in Australia and New Zealand due to more highway construction projects this year. This improvement is offset somewhat by unfavorable year-to-date currency translation effects of $2.7 million.

        Communication product line sales were higher in the third quarter and first three quarters of fiscal 2014, as compared with the same periods in fiscal 2013. On a regional basis, North America sales in the third quarter and first three quarters increased. The year-to-date increase in North American sales was mainly attributable to higher wireless communication structures sales due to the continued build out of wireless networks, partially offset by decreased communication component sales resulting from a large customer temporarily curtailing spending. In China, sales of wireless communication structures in the third quarter and first three quarters of fiscal 2014 were higher than the same periods in fiscal 2013. Chinese wireless carriers are increasing investment in 4G upgrades, as the government began issuing licenses in late 2013.

        Access systems product line sales decreased in the third quarter and first three quarters of 2014, as compared with 2013, primarily due to the negative impact of currency translation year-to-date of $7.5 million and lower volumes. The volume decrease was primarily related to the slowdown in mining sector investment in Australia and weaker market conditions in China. The volume decrease was

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partially offset by the full 2014 effect of the Locker acquisition (approximately $4.5 million) that was acquired in February 2013.

        Operating income for the segment in the third quarter and first three quarters of fiscal 2014 increased, as compared with the same period of fiscal 2013, due primarily to operating profit generated from the acquisitions of Valmont SM and Armorflex of $4.8 million and $12.5 million, respectively, and the reversal of the Locker earn-out liability in the third quarter of fiscal 2014 of approximately $4.3 million. The earn-out reversal was recorded against product cost of sales in the condensed consolidated statements of earnings.

        The increase in SG&A spending in the third quarter and first three quarters of 2014 were due to costs related to the Armorflex and Valmont SM acquisitions totaling $3.7 million and $9.6 million, respectively. These increased costs in the third quarter and first three quarters of 2014 were offset by lower incentive costs of $1.1 million and $2.7 million, respectively. Currency effects also reduced SG&A expense for the three quarters ended September 27, 2014 approximately $1.3 million.

        In the Utility segment, the sales decrease in the third quarter and first three quarters of 2014, as compared with 2013, was due to lower sales volume and a decline in the percentage of sales from very large transmission projects which changed the mix of utility structure sales between the reporting periods. In North America, sales volumes in tons for steel utility structures were down in the first three quarters of 2014, as compared with 2013, offset by increases in sales volume for concrete structures. We believe industry supply and demand are now more aligned as compared with this time in 2013, as we and our competitors have increased production capacity to meet demand. We believe this has resulted in increased price competition for certain portions of the market where orders are awarded based on competitive bidding. In the third quarter of 2014, as compared to 2013, international utility structures sales increased due to higher sales volumes. For the nine months ended September 27, 2014, as compared to the same period in 2013, international utility structures sales decreased due to lower sales volumes.

        SG&A expense decreased approximately $1 million in the third quarter and first three quarters of 2014, as compared with 2013, primarily due to lower incentive compensation tied to lower operating income offset by higher employee compensation due to increased headcount to support capacity expansion to meet projected long-term growth. Operating income in the third quarter and first three quarters of 2014, as compared with 2013, decreased due to lower sales, reduced leverage of fixed costs, and increased depreciation expense on plant capacity added in 2013.

        Coatings segment sales decreased in the third quarter and first three quarters of 2014, as compared with 2013, due to lower sales volumes in the Asia Pacific region and currency translation effects related to the strengthening of the U.S. dollar against the Australian dollar. More specifically, weak demand in Australia led to decreases in volumes offset somewhat by improved sales volumes in Asia. In the third quarter of fiscal 2014, U.S. sales were relatively flat as compared to the same period in fiscal 2013. On a year-to-date basis, the lower sales volumes in North America for galvanizing services were attributable to unfavorable winter weather conditions that affected our customers into early second quarter.

        Operating income was also lower in the third quarter and first three quarters of 2014, as compared with 2013, due to the lower sales volumes, unfavorable currency impacts, and reduced leverage of fixed costs in both Australia and North America. The decrease in segment operating income in the first three quarters of 2014, as compared with 2013, was also due to the $4.6 million gain recognized on the sale of an Australian galvanizing operation in the second quarter of fiscal 2013. The decrease in segment

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operating income in the third quarter and first three quarters of 2014, as compared to the same periods in 2013, was partially offset by approximately $2.5 million of business interruption insurance proceeds received related to a 2013 fire at one of our North American facilities which was recorded against Service Cost of Sales in the Condensed Consolidated Statement of Earnings.

        The decrease in Irrigation segment net sales in the third quarter and first three quarters of fiscal 2014, as compared with 2013, was mainly due to sales volume decreases in the North American market. The decrease in North America was offset to an extent by increased sales volumes in international markets. In North America, lower expected net farm income in 2014, as compared with 2013, and much lower sales backlogs at the beginning of the year resulted in lower sales of irrigation equipment in 2014, as compared with 2013. In fiscal 2014, net farm income in the United States is expected to decrease 13.8% from the record levels of 2013, due in part to lower market prices for corn and soybeans. We believe this reduction contributed to lower demand for irrigation machines in North America in 2014, as compared with 2013. In international markets, sales improved in the third quarter and first three quarters of fiscal 2014, as compared with 2013, mainly due to increased activity in Brazil, Middle East, and Australia.

        Operating income for the segment declined in the third quarter and first three quarters of fiscal 2014 over 2013, due to the sales volume decrease and associated operating deleverage of fixed operating costs. The primary reasons for the slight decrease in SG&A expense in the first three quarters of fiscal 2014, as compared with 2013, related to reduced employee incentives of $3.5 million, offset by increased product development spending and increased employee headcount in the international business. Additionally, SG&A expense decreased in the third quarter and first three quarters of fiscal 2014, as compared to 2013, due to lower bad debt provisions for international receivables of $0.7 million and $2.1 million, respectively, and exchange rate translation effects.

        This unit includes the grinding media, industrial tubing, and industrial fasteners operations. The decrease in sales in the third quarter and first three quarters of fiscal 2014, as compared with 2013, was mainly due lower sales volumes due to the deconsolidation of EMD in December 2013 (approximately $10.9 million and $29.1 million, respectively), lower sales volumes in the grinding media operations and exchange rate translation effects. Grinding media volumes were negatively affected by less favorable Australian mining industry demand. Tubing sales in 2014 were slightly lower due to lower volumes compared to 2013. Operating income in the third quarter and first three quarters of fiscal 2014 was lower than the same period in 2013, due to lower grinding media sales volumes, the deconsolidation of EMD in 2013, and currency translation effects.

        Net corporate expense in the third quarter and first three quarters of fiscal 2014 decreased over the same period in fiscal 2013. These decreases were mainly due to:

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Liquidity and Capital Resources

        Working Capital and Operating Cash Flows—Net working capital was $1,111.5 million at September 27, 2014, as compared with $1,161.3 million at December 28, 2013. The decrease in net working capital in 2014 mainly resulted from decreased cash on hand due to the acquisition of Valmont SM and cash used in the share repurchase program. Cash flow provided by operations was $82.7 million in fiscal 2014, as compared with $249.1 million in fiscal 2013. The decrease in operating cash flow in 2014 was the result of the cash prepayment expenses related to the 2014 refinancing activities, lower net earnings and higher working capital in 2014, as compared with 2013.

        Investing Cash Flows—Capital spending in the first three quarters of fiscal 2014 was $63.4 million, as compared with $75.1 million for the same period in 2013. The most significant capital spending projects in 2014 included certain investments in machinery and equipment across all businesses. We expect our capital spending for the 2014 fiscal year to be approximately $85 million. In 2013, investing cash flows included proceeds from asset sales of $39.6 million, principally consisting of $29.2 million received from the sale of our 49% owned non-consolidated subsidiary in South Africa and $8.2 million received from the sale of the Western Australia galvanizing operation. Investing cash flows also includes $120.5 million paid for the Valmont SM acquisition in the first quarter and $17.0 million paid for 51% of Agsense in the third quarter of 2014 and $53.2 million paid for the Locker acquisition in 2013.

        Financing Cash Flows—Our total interest-bearing debt increased to $786.7 million at September 27, 2014 from $490.1 million at December 28, 2013 as a result of the issuance of $500 million face value of long-term unsecured notes and the repurchase by partial tender of $199.8 million of the 2020 senior notes. Financing cash flows changed from a use of approximately $12.2 million in the first three quarters of fiscal 2013 to a use of approximately $43.2 million in the first three quarters of fiscal 2014. In addition to the third quarter 2014 refinancing activities, the Company purchased $316.3 million of treasury shares in 2014 resulting from the recently announced share repurchase program.

        On May 13, 2014, we announced a new capital allocation philosophy which covered both the quarterly dividend rate as well as a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. The purchases will be funded from available working capital and short-term borrowings and will be made subject to market and economic conditions. We are not obligated to make any repurchases and may discontinue the program at any time. As of September 27, 2014, we have acquired 2,126,392 shares for approximately $316.3 million under this share repurchase program. As of October 20, 2014, the date as of which we report on the cover of this Form 10-Q the number of outstanding shares of our common stock, we have acquired a total of 2,425,892 shares for $356.4 million under the share repurchase program.This philosophy also authorizes dividends on common shares in the range of 15% of the prior year's fully diluted net earnings; the most recent quarterly dividend was $0.375 per share paid on October 15, 2014.

        Our debt financing at September 27, 2014 consisted primarily of long-term debt. During the third quarter of 2014, the Company issued $500 million of new notes and repurchased by partial tender

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$199.8 million in aggregate principal amount of the 2020 notes. Our long-term debt principally consists of:

        Our capital allocation philosophy is focused on maintaining our investment grade debt rating. Our most recent rating were Baa2 by Moody's Investors Services, Inc. and BBB+ rating by Standard and Poor's Rating Services. We would be willing to allow our debt rating to fall to Baa3 or BBB- to finance a special acquisition or other opportunity. Otherwise, we expect to maintain a ratio of debt to invested capital which will support our current investment grade debt rating.

        On October 17, 2014, we entered into a First Amendment to our Credit Agreement with JPMorgan Chase Bank, as Administrative Agent, and the other lenders party thereto, dated as of August 15, 2012, which increased the committed unsecured revolving credit facility from $400 million to $600 million and extends the maturity date from August 15, 2017 to October 17, 2019. Under the Amended Credit Agreement, up to $25 million is available for swingline loans, up to $75 million is available for letters of credit and up to $200 million is available for borrowings in foreign currencies. We may increase the credit facility by up to an additional $200 million at any time, subject to lenders increasing the amount of their commitments. The interest rate on our borrowings will be, at our option, either:

        At September 27, 2014 and December 28, 2013, we had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At October 21, 2014, we had the ability to borrow $582.4 million under this facility, after consideration of standby letters of credit of $17.6 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $111.8 million, $94.8 million of which was unused at September 27, 2014.

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        Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of such other indebtedness.

        The debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. Our key debt covenants are as follows:

        At September 27, 2014, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at September 27, 2014 were as follows:

Interest-bearing debt

  $ 786,662  

EBITDA—last four quarters

    434,815  

Leverage ratio

    1.81  

EBITDA—last four quarters

 
$

434,815
 

Interest expense—last four quarters

    30,877  

Interest earned ratio

    14.08  

        The calculation of EBITDA-last four quarters (September 28, 2013 through September 27, 2014) is as follows:

Net cash flows from operations

  $ 230,034  

Interest expense

    30,877  

Income tax expense

    110,038  

Deconsolidation of subsidiary

    (12,011 )

Impairment of property, plant and equipment

    (12,161 )

Loss on investment

    (4,859 )

Debt refinancing expense

    2,478  

Acquisition earn-out release

    (4,300 )

Deferred income tax benefit

    12,901  

Noncontrolling interest

    (1,431 )

Equity in earnings of nonconsolidated subsidiaries

    253  

Stock-based compensation

    (6,958 )

Pension plan expense

    (3,702 )

Contribution to pension plan

    19,109  

Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014

    11,038  

Changes in assets and liabilities

    64,308  

Other

    (799 )
       

EBITDA

  $ 434,815  
       
       

Net earnings attributable to Valmont Industries, Inc. 

  $ 198,383  

Interest expense

    30,877  

Income tax expense

    110,038  

Depreciation and amortization expense

    84,479  

Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014

    11,038  
       

EBITDA

  $ 434,815  
       
       

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        During the third quarter of 2014, we incurred $38,705 of costs associated with refinancing of debt. This category of expense is not in the definition of EBITDA for debt covenant calculation purposes per our debt agreements. As such, it has not been added back in the EBITDA reconciliation to cash flows from operation or net earnings for the four quarters between September 28, 2013 and September 27, 2014.

        Our businesses are cyclical, but we have diversity in our markets, from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs.

        We have not made any provision for U.S. income taxes in our financial statements on approximately $608.9 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at September 27, 2014, approximately $294.5 million is held in entities outside the United States with approximately $94 million specifically held within consolidated Delta Ltd., a wholly-owned subsidiary of the Company. Delta Ltd. sponsors a defined benefit pension plan and therefore, the Company is allowed to dividend out Delta Ltd.'s available cash only as long as that dividend does not negatively impact Delta Ltd.'s ability to meet its annual contribution requirements of the pension plan. We believe that the cash payments Delta Ltd. receives from its intercompany notes will provide sufficient funds to meet the pension funding requirements but additional analysis on pension funding requirements would have to be performed prior to the repatriation of the $94 million of Delta Ltd.'s cash balances.

        If we need to repatriate foreign cash balances to the United States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations were undistributed earnings of our foreign subsidiaries. The income taxes that we would pay if cash were repatriated depends on the amounts to be repatriated and from which country. If all of our cash outside the United States were to be repatriated to the United States, we estimate that we would pay approximately $34.1 million in income taxes to repatriate that cash.

Financial Obligations and Financial Commitments

        We have future financial obligations related to (1) payment of principal and interest on interest-bearing debt, (2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations. These obligations at September 27, 2014 were as follows (in millions of dollars):

Contractual Obligations
  Total   Remaining
2014
  2015 - 2016   2017 - 2018   After
2018
 

Long-term debt

  $ 768.8   $ 0.2   $ 2.5   $ 2.1   $ 764  

Interest

    1,002.5     10.7     85.3     85.3     821.2  

Delta pension plan contributions

    136.8         36.2     36.2     64.4  

Operating leases

    97.9     6.9     40.0     22.1     28.9  

Acquisition earn-out payments

    4.7             4.7      

Unconditional purchase commitments

    82.0     22.0     60.0          
                       

Total contractual cash obligations

  $ 2,092.7   $ 39.8   $ 224.0   $ 150.4   $ 1,678.5  
                       
                       

        Long-term debt mainly consists of three tranches of senior unsecured notes. On September 22, 2014, the Company issued and sold $250.0 million aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250.0 million aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199.8 million in aggregate principal amount of the company's 6.625% senior notes due 2020, and

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$250.2 million of the notes remain outstanding following the conclusion of the tender offer. At September 27, 2014, we had no outstanding borrowings under our bank revolving credit agreement (which was amended on October 17, 2014 to extend the maturity to 2019 and increase potential borrowings to $600 million). Obligations under these agreements may be accelerated in event of non-compliance with debt covenants. The Delta pension plan contributions are related to the current cash funding commitments to the plan with the plan's trustees. Operating leases relate mainly to various production and office facilities and are in the normal course of business.

        Acquisition earn-out payments relate to anticipated payments to the prior owners of Pure Metal Galvanizing (PMG) and Locker, as a portion of the consideration paid for these entities is contingent in nature. The earn-out arrangements generally relate to the meeting of certain profitability targets. Locker's target period ends in February 2015 and PMG's ends in December 2017. During 2014, the Company made payments of approximately $2.3 million to the sellers of Locker with respect to achievement of those targets. The Company determined during the third quarter of 2014 that the Locker gross profit target for the twelve months ending February 2015 would not be achieved and therefore the additional purchase price with respect to this target will not be paid. As such, approximately $4.3 milllion of this liability was reversed and recognized against cost of goods sold for the third quarter 2014.

        Unconditional purchase commitments relate to purchase orders for zinc, aluminum and steel, all of which we plan to use within the next year, and certain capital investments planned for the next year. We believe the quantities under contract are reasonable in light of normal fluctuations in business levels and we expect to use the commodities under contract during the contract period.

        At September 27, 2014, we had approximately $44.4 million of various long-term liabilities related to certain income tax, environmental and other matters. These items are not scheduled above because we are unable to make a reasonably reliable estimate as to the timing of any potential payments.

Off Balance Sheet Arrangements

        There have been no changes in our off balance sheet arrangements as described on page 38 in our Form 10-K for the fiscal year ended December 28, 2013.

Critical Accounting Policies

        There have been no changes in our critical accounting policies as described on pages 39-43 in our Form 10-K for the fiscal year ended December 28, 2013 during the quarter ended September 27, 2014.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        There were no material changes in the company's market risk during the quarter ended September 27, 2014. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 28, 2013.

Item 4.    Controls and Procedures

        The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management,

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including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

        No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period
  Total Number
of Shares
Purchased
  Average Price
paid per share
  Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
  Approximate Dollar
Value of Maximum
Number of Shares
that may yet be
Purchased under
the Program(1)
 

June 29, 2014 to July 26, 2014

    703,020   $ 149.80     703,020     317,602,000  

July 27, 2014 to August 30, 2014

    699,200     145.16     699,200     216,109,000  

August 31, 2014 to September 27, 2014

    234,000     138.48     234,000     183,704,000  
                     

Total

    1,636,220   $ 146.20     1,636,220     183,704,000  
                     
                     

(1)
On May 13, 2014, we announced a new capital allocation philosophy which covered both the quarterly dividend rate as well as a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. As of September 27, 2014, we have acquired 2,126,392 shares for approximately $316.3 million under this share repurchase program.

Item 6.    Exhibits

(a)
Exhibits

 
  Exhibit No.   Description
        31.1   Section 302 Certificate of Chief Executive Officer

 

 

 

  31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

  32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101 

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended September 27, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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SIGNATURES

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

    VALMONT INDUSTRIES, INC.
(Registrant)

 

 

/s/ MARK C. JAKSICH

Mark C. Jaksich
Executive Vice President and Chief Financial Officer

Dated this 29th day of October, 2014.

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Index of Exhibits

 
  Exhibit No.   Description
        31.1   Section 302 Certificate of Chief Executive Officer

 

 

 

  31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

  32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101 

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended September 27, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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