VALMONT INDUSTRIES INC - Quarter Report: 2015 June (Form 10-Q)

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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 June 27, 2015
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

23,248,776
Outstanding shares of common stock as of July 22, 2015

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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 twenty-six weeks ended June 27, 2015 and June 28, 2014	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen and twenty-six weeks ended June 27, 2015 and June 28, 2014	4
	Condensed Consolidated Balance Sheets as of June 27, 2015 and December 27, 2014	5
	Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 27, 2015 and June 28, 2014	6
	Condensed Consolidated Statements of Shareholders' Equity for the twenty-six weeks ended June 27, 2015 and June 28, 2014	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	47
Signatures		48

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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						Twenty-six Weeks Ended

	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
Product sales	$	611,782		$	766,844		$	1,215,676		$	1,447,887
Services sales		70,341			75,755			136,845			146,452

Net sales		682,123			842,599			1,352,521			1,594,339
Product cost of sales		461,173			573,067			920,714			1,070,910
Services cost of sales		51,402			49,055			96,805			95,970

Total cost of sales		512,575			622,122			1,017,519			1,166,880

Gross profit		169,548			220,477			335,002			427,459
Selling, general and administrative expenses		115,548			115,701			223,319			223,835

Operating income		54,000			104,776			111,683			203,624

Other income (expenses):
Interest expense		(11,232	)		(8,304	)		(22,360	)		(16,501	)
Interest income		616			1,577			1,490			3,316
Other		(28	)		1,903			988			(3,909	)

		(10,644	)		(4,824	)		(19,882	)		(17,094	)

Earnings before income taxes		43,356			99,952			91,801			186,530

Income tax expense (benefit):
Current		19,136			26,117			30,910			59,055
Deferred		(5,219	)		7,953			(55	)		5,030

		13,917			34,070			30,855			64,085

Earnings before equity in earnings of nonconsolidated subsidiaries		29,439			65,882			60,946			122,445
Equity in earnings of nonconsolidated subsidiaries		—			(30	)		—			(30	)

Net earnings		29,439			65,852			60,946			122,415
Less: Earnings attributable to noncontrolling interests		(1,566	)		(1,876	)		(2,334	)		(2,459	)

Net earnings attributable to Valmont Industries, Inc.	$	27,873		$	63,976		$	58,612		$	119,956



Earnings per share:
Basic	$	1.19		$	2.40		$	2.48		$	4.50



Diluted	$	1.19		$	2.38		$	2.47		$	4.46



Cash dividends declared per share	$	0.375		$	0.375		$	0.750		$	0.625



Weighted average number of shares of common stock outstanding—Basic (000 omitted)		23,336			26,623			23,602			26,669



Weighted average number of shares of common stock outstanding—Diluted (000 omitted)		23,450			26,856			23,716			26,903

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Thirteen Weeks Ended						Twenty-six Weeks Ended

	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
Net earnings	$	29,439		$	65,852		$	60,946		$	122,415

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain (loss)		18,328			13,869			(39,850	)		25,506
Unrealized gain/(loss) on cash flow hedge:
Amortization cost included in interest expense		19			(33	)		37			67
Gain on cash flow hedges		751			—			1,045			—
Actuarial gain (loss) in defined benefit pension plan		—			(614	)		—			(847	)

Other comprehensive income (loss)		19,098			13,222			(38,768	)		24,726

Comprehensive income (loss)		48,537			79,074			22,178			147,141
Comprehensive loss (income) attributable to noncontrolling interests		(1,968	)		(1,792	)		(641	)		(1,704	)

Comprehensive income (loss) attributable to Valmont Industries, Inc.	$	46,569		$	77,282		$	21,537		$	145,437

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	June 27, 2015			December 27, 2014

ASSETS
Current assets:
Cash and cash equivalents	$	317,523		$	371,579
Receivables, net		491,706			536,918
Inventories		379,897			359,522
Prepaid expenses		56,653			56,912
Refundable and deferred income taxes		44,072			68,010

Total current assets		1,289,851			1,392,941

Property, plant and equipment, at cost		1,123,885			1,139,569
Less accumulated depreciation and amortization		552,908			533,116

Net property, plant and equipment		570,977			606,453

Goodwill		380,086			385,111
Other intangible assets, net		189,892			202,004
Other assets		136,586			143,159

Total assets	$	2,567,392		$	2,729,668



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	1,096		$	1,181
Notes payable to banks		7,914			13,952
Accounts payable		186,421			196,565
Accrued employee compensation and benefits		75,155			87,950
Accrued expenses		89,983			88,480
Dividends payable		8,733			9,086

Total current liabilities		369,302			397,214

Deferred income taxes		62,959			71,797
Long-term debt, excluding current installments		765,272			766,654
Defined benefit pension liability		135,068			150,124
Deferred compensation		51,056			47,932
Other noncurrent liabilities		43,142			45,542
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		1,762,534			1,718,662
Accumulated other comprehensive income (loss)		(171,508	)		(134,433	)
Treasury stock		(525,877	)		(410,296	)

Total Valmont Industries, Inc. shareholders' equity		1,093,049			1,201,833

Noncontrolling interest in consolidated subsidiaries		47,544			48,572

Total shareholders' equity		1,140,593			1,250,405

Total liabilities and shareholders' equity	$	2,567,392		$	2,729,668

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twenty-six Weeks Ended

	June 27, 2015			June 28, 2014
Cash flows from operating activities:
Net earnings	$	60,946		$	122,415
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		47,761			43,368
Noncash loss on trading securities		4,582			3,501
Impairment of assets		9,292			—
Stock-based compensation		3,513			3,686
Defined benefit pension plan expense		(305	)		1,334
Contribution to defined benefit pension plan		(15,735	)		(17,484	)
Gain on sale of property, plant and equipment		542			(102	)
Equity in earnings in nonconsolidated subsidiaries		—			30
Deferred income taxes		(55	)		5,030
Changes in assets and liabilities (net of acquisitions):
Receivables		32,511			21,083
Inventories		(27,746	)		6,624
Prepaid expenses		(3,087	)		(18,289	)
Accounts payable		(5,021	)		(28,633	)
Accrued expenses		(6,431	)		(30,415	)
Other noncurrent liabilities		1,761			1,766
Income taxes refundable		15,817			(22,063	)

Net cash flows from operating activities		118,345			91,851

Cash flows from investing activities:
Purchase of property, plant and equipment		(24,758	)		(46,991	)
Proceeds from sale of assets		1,101			1,151
Acquisitions, net of cash acquired		—			(120,483	)
Other, net		5,896			(2,940	)

Net cash flows from investing activities		(17,761	)		(169,263	)

Cash flows from financing activities:
Net borrowings under short-term agreements		(5,890	)		(1,861	)
Proceeds from long-term borrowings		33,000			—
Principal payments on long-term borrowings		(33,657	)		(259	)
Dividends paid		(17,956	)		(13,427	)
Dividends to noncontrolling interest		(1,669	)		(1,340	)
Purchase of treasury shares		(121,020	)		(77,084	)
Proceeds from exercises under stock plans		9,454			11,996
Excess tax benefits from stock option exercises		1,394			3,576
Purchase of common treasury shares—stock plan exercises		(10,490	)		(11,984	)

Net cash flows from financing activities		(146,834	)		(90,383	)

Effect of exchange rate changes on cash and cash equivalents		(7,806	)		10,016

Net change in cash and cash equivalents		(54,056	)		(157,779	)
Cash and cash equivalents—beginning of year		371,579			613,706

Cash and cash equivalents—end of period	$	317,523		$	455,927

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 28, 2013	$	27,900	$	—		$	1,562,670		$	(47,685	)	$	(20,860	)	$	22,821		$	1,544,846
Net earnings		—		—			119,956			—			—			2,459			122,415
Other comprehensive income (loss)		—		—			—			25,481			—			(755	)		24,726
Cash dividends declared		—		—			(16,651	)		—			—			—			(16,651	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,340	)		(1,340	)
Acquisition of DS SM		—		—			—			—			—			9,232			9,232
Addition of noncontrolling interest																404			404
Purchase of treasury shares; 490,172 shares acquired													(77,084	)					(77,084	)
Stock plan exercises; 78,217 shares acquired		—		—			—			—			(11,984	)		—			(11,984	)
Stock options exercised; 158,317 shares issued		—		(7,262	)		6,312			—			12,946			—			11,996
Tax benefit from stock option exercises		—		3,576			—			—			—			—			3,576
Stock option expense		—		2,525			—			—			—			—			2,525
Stock awards; 8,822 shares issued		—		1,161			—			—			1,268			—			2,429

Balance at June 28, 2014	$	27,900	$	—		$	1,672,287		$	(22,204	)	$	(95,714	)	$	32,821		$	1,615,090



Balance at December 27, 2014	$	27,900	$	—		$	1,718,662		$	(134,433	)	$	(410,296	)	$	48,572		$	1,250,405
Net earnings		—		—			58,612			—			—			2,334			60,946
Other comprehensive income (loss)		—		—			—			(37,075	)		—			(1,693	)		(38,768	)
Cash dividends declared		—		—			(17,603	)		—			—			—			(17,603	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,669	)		(1,669	)
Purchase of treasury shares; 989,821 shares acquired		—		—			—			—			(121,020	)		—			(121,020	)
Stock plan exercises; 82,989 shares acquired		—		—			—			—			(10,490	)		—			(10,490	)
Stock options exercised; 119,687 shares issued		—		(8,860	)		2,863			—			15,451			—			9,454
Tax benefit from stock option exercises		—		1,394			—			—			—			—			1,394
Stock option expense		—		2,653			—			—			—			—			2,653
Stock awards; 4,846 shares issued		—		4,813			—			—			478			—			5,291

Balance at June 27, 2015	$	27,900	$	—		$	1,762,534		$	(171,508	)	$	(525,877	)	$	47,544		$	1,140,593

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

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheet as of June 27, 2015, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and twenty-six weeks ended June 27, 2015 and June 28, 2014, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the twenty-six week period 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 June 27, 2015 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 27, 2014. 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 27, 2014. The results of operations for the period ended June 27, 2015 are not necessarily indicative of the operating results for the full year.

Inventories

Approximately 36% and 44% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of June 27, 2015 and December 27, 2014, 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 $39,093 and $47,178 at June 27, 2015 and December 27, 2014, respectively.

Inventories consisted of the following:

	June 27, 2015		December 27, 2014

Raw materials and purchased parts	$	182,927	$	179,093
Work-in-process		26,286		27,835
Finished goods and manufactured goods		209,777		199,772

Subtotal		418,990		406,700
Less: LIFO reserve		39,093		47,178

	$	379,897	$	359,522

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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)

Income Taxes

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 27, 2015 and June 28, 2014, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended

	2015		2014		2015		2014
United States	$	33,641	$	65,096	$	66,282	$	136,790
Foreign		9,715		34,856		25,519		49,740

	$	43,356	$	99,952	$	91,801	$	186,530

Pension Benefits

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 (benefit) expense for the thirteen and twenty-six weeks ended June 27, 2015 and June 28, 2014 were as follows:

	Thirteen Weeks Ended						Twenty-six Weeks Ended

	2015			2014			2015			2014
Net periodic (benefit) expense:
Interest cost	$	6,189		$	7,312		$	12,300		$	14,509
Expected return on plan assets		(6,344	)		(6,640	)		(12,605	)		(13,175	)

Net periodic (benefit) expense	$	(155	)	$	672		$	(305	)	$	1,334

Stock Plans

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 June 27, 2015, 1,176,222 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

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.

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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)

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 twenty-six weeks ended June 27, 2015 and June 28, 2014, respectively, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended

	2015		2014		2015		2014
Compensation expense	$	1,303	$	1,262	$	2,653	$	2,525
Income tax benefits		501		486		1,021		972

Equity Method Investments

The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet.

Fair Value

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:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

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 $39,789 ($36,439 at December 27, 2014) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting

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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)

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 of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. During first quarter of 2015, the Company received a special dividend of $5,010 from Delta EMD Pty. Ltd and the market price of the shares were proportionately decreased accordingly. The shares are valued at $4,966 and $9,034 as of June 27, 2015 and December 27, 2014, respectively, which is the estimated fair value. 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 June 27, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	44,755	$	44,755	$	—	$	—

			Fair Value Measurement Using:

	Carrying Value December 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	$	45,473	$	45,473	$	—	$	—

Comprehensive Income

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 June 27, 2015 and December 27, 2014:

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

Balance at December 27, 2014	$	(99,618	)	$	3,879	$	(38,694	)	$	(134,433	)
Current-period comprehensive income (loss)		(38,157	)		1,082		—			(37,075	)

Balance at June 27, 2015	$	(137,775	)	$	4,961	$	(38,694	)	$	(171,508	)

Recently Issued Accounting Pronouncements

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

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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)

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, 2017 and is to be applied retrospectively. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory." Under this ASU, inventory will be measured at the "lower of cost and net realizable value" and options that currently exist for "market value" will be eliminated. The ASU defines net realizable value as the "estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation." No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

(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 expectations. 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition, which was finalized in the fourth quarter of 2014.

	At March 3, 2014

Current assets	$	73,421
Property, plant and equipment		85,638
Intangible assets		30,340
Goodwill		16,803

Total fair value of assets acquired	$	206,202

Current liabilities		47,754
Deferred income taxes		19,715
Intercompany note payable		37,448
Long-term debt		8,941

Total fair value of liabilities assumed		113,858
Non-controlling interests		9,309

Net assets acquired	$	83,035

Based on the 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

Trade Names	$	11,470	Indefinite
Backlog		3,145	1.5
Customer Relationships		15,725	12.0

Total Intangible Assets	$	30,340

On October 6, 2014, the Company acquired Shakespeare Composite Structures (Shakespeare) for $48,272 in cash, plus assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products with two manufacturing facilities in South Carolina. Shakespeare's annual sales are approximately $55,000 and its operations are included in the Engineered Infrastructure Products segment. The acquisition of Shakespeare was completed to expand our product offering of composite structure solutions.

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 for Shakespeare to be completed in the third quarter of 2015.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of the Shakespeare acquisition (goodwill is not deductible for tax purposes):

	At October 6, 2014

Current assets	$	12,532
Property, plant and equipment		10,694
Intangible assets		13,500
Goodwill		15,416

Total fair value of assets acquired	$	52,142

Current liabilities		3,870

Net assets acquired	$	48,272

Based on the preliminary fair value assessments, the Company allocated $13,500 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective weighted-average amortization periods:

	Amount

Trade Names	$	4,000	Indefinite
Customer Relationships		9,500	12.0

Total Intangible Assets	$	13,500

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 measurement of fair values of assets acquired and liabilities assumed, goodwill of $17,193 and $16,083 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.

The Company's Condensed Consolidated Statement of Earnings for the thirteen and twenty-six weeks ended June 27, 2015 included net sales of $44,271 and $86,195 and net earnings of $2,935 and $4,933 resulting from the Valmont SM, AgSense, and Shakespeare acquisitions. The pro forma effect of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

these acquisitions on the second quarter and first half of the 2014 Statement of Earnings was as follows:

	Thirteen Weeks Ended June 28, 2014		Twenty-six Weeks Ended June 28, 2014

Net sales	$	858,068	$	1,658,333
Net earnings	$	64,525	$	123,441
Earnings per share—diluted	$	2.40	$	4.59

(3) RESTRUCTURING ACTIVITIES

In April 2015, the Company's Board of Directors authorized a broad restructuring plan (the "Plan") of up to $60 million to respond to the market environment in certain businesses. We anticipate the Company will recognize the following pre-tax expenses in conjunction with the initial restructuring activities from the Plan announced in 2015:

	EIP		Utility		Coatings		Irrigation		Other/ Corporate		TOTAL

Severance	$	4,000	$	1,445	$	460	$	425	$	75	$	6,405
Other cash restructuring expenses		725		1,810		225		—		—		2,760
Asset impairments/net loss on disposals		3,850		625		4,150		250		—		8,875

Total cost of sales		8,575		3,880		4,835		675		75		18,040

Severance		3,900		450		—		575		1,025		5,950
Other cash restructuring expenses		750		270		275		100		650		2,045
Asset impairments/net loss on disposals		2,375		—		—		150		1,890		4,415

Total selling, general and administrative expenses		7,025		720		275		825		3,565		12,410

Consolidated total	$	15,600	$	4,600	$	5,110	$	1,500	$	3,640	$	30,450

Certain of these initial restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million of goodwill as of June 27, 2015. The Company expects these activities to improve the profitability of this reporting unit. Should operating income not improve within this reporting unit after these restructuring activities are implemented, we may have to write off all or a portion of our goodwill for this reporting unit during our annual impairment testing during the third quarter. Inclusive of this goodwill, the Company is currently evaluating additional potential restructuring activities estimated up to $25 million of asset impairments and $5 million of cash expenses.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) RESTRUCTURING ACTIVITIES (Continued)

The following is a summary of the segments affected by these additional potential restructuring activities under current evaluation and the estimated pre-tax expense:

	EIP		Coatings		Other/ Corporate		TOTAL

Severance	$	2,000	$	—	$	250	$	2,250
Other cash restructuring expenses		700		—		250		950
Asset impairments/net loss on disposals		3,800		—		500		4,300

Total cost of sales		6,500		—		1,000		7,500

Severance		500		—		1,150		1,650
Asset impairments/net loss on disposals		600		16,000		3,500		20,100

Total selling, general and administrative expenses		1,100		16,000		4,650		21,750

Consolidated total	$	7,600	$	16,000	$	5,650	$	29,250

During the first quarter of fiscal 2015, the Company's EIP segment recognized approximately $800 of pre-tax expense for severance and other cash restructuring expenses. During the second quarter of fiscal 2015, the Company recognized the following pre-tax restructuring expenses:

	EIP		Utility		Coatings		Irrigation		Other/ Corporate		TOTAL

Severance	$	535	$	1,380	$	310	$	—	$	73	$	2,298
Other cash restructuring expenses		45		375		40		—		—		460
Asset impairments/net loss on disposals		797		295		4,150		—		—		5,242

Total cost of sales		1,377		2,050		4,500		—		73		8,000

Severance		965		405		—		219		240		1,829
Other cash restructuring expenses		125		—		269		—		—		394
Asset impairments/net loss on disposals		2,030		—		—		130		1,890		4,050

Total selling, general and administrative expenses		3,120		405		269		349		2,130		6,273

Consolidated total	$	4,497	$	2,455	$	4,769	$	349	$	2,203	$	14,273

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) RESTRUCTURING ACTIVITIES (Continued)

Liabilities recorded for the restructuring Plan and changes therein for the first half of fiscal 2015 were as follows:

	Balance at December 27, 2014		Recognized Restructuring Expense		Costs Paid or Otherwise Settled			Balance at June 27, 2015

Severance	$	—	$	4,927	$	(2,294	)	$	2,633
Other cash restructuring expenses		—		885		(645	)		240

Total cost of sales	$	—	$	5,812	$	(2,939	)	$	2,873

(4) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

The components of amortized intangible assets at June 27, 2015 and December 27, 2014 were as follows:

	June 27, 2015

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	206,053	$	96,178	13 years
Proprietary Software & Database		3,676		2,985	8 years
Patents & Proprietary Technology		13,029		9,290	8 years
Other		3,858		3,486	3 years

	$	226,616	$	111,939

	December 27, 2014

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	207,509	$	88,538	13 years
Proprietary Software & Database		3,769		2,977	8 years
Patents & Proprietary Technology		12,394		8,537	8 years
Other		4,355		2,998	3 years

	$	228,027	$	103,050

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(4) GOODWILL AND INTANGIBLE ASSETS (Continued)

Amortization expense for intangible assets for the thirteen and twenty-six weeks ended June 27, 2015 and June 28, 2014, respectively was as follows:

Thirteen Weeks Ended				Twenty-six Weeks Ended

2015		2014		2015		2014
$	4,737	$	4,634	$	9,650	$	8,737

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

	Estimated Amortization Expense

2015	$	18,124
2016		16,322
2017		16,276
2018		14,622
2019		13,795

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.

Non-amortized intangible assets

Intangible assets with indefinite lives are not amortized. The carrying values of trade names at June 27, 2015 and December 27, 2014 were as follows:

	June 27, 2015		December 27, 2014

Webforge	$	16,997	$	16,801	2010
Valmont SM		9,294		10,818	2014
Newmark		11,111		11,111	2004
Ingal EPS/Ingal Civil Products		8,971		8,867	2010
Donhad		6,767		6,689	2010
Shakespeare		4,000		4,000	2014
Industrial Galvanizers		3,935		3,889	2010
Other		14,140		14,852

	$	75,215	$	77,027

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

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(Dollars in thousands, except per share amounts)

(Unaudited)

(4) GOODWILL AND INTANGIBLE ASSETS (Continued)

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.

Goodwill

The carrying amount of goodwill by segment as of June 27, 2015 and December 27, 2014 was as follows:

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

Balance at December 27, 2014	$	197,074		$	75,404	$	74,862		$	19,536		$	18,235	$	385,111
Impairment		(1,737	)		—		—			—			—		(1,737	)
Foreign currency translation		(2,789	)		—		(634	)		(78	)		213		(3,288	)

Balance at June 27, 2015	$	192,548		$	75,404	$	74,228		$	19,458		$	18,448	$	380,086

During the second quarter of 2015, the Company implemented a plan to divest of a small business in its EIP segment. The goodwill allocated to that business was $1,737 and based on its current estimation of value, the goodwill was determined to be impaired and was recorded in Selling, General and Administrative Expenses in the Condensed Consolidated Statements of Earnings. The Company's annual impairment test of goodwill was last performed 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 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.

(5) 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 twenty-six weeks ended June 27, 2015 and June 28, 2014 were as follows:

	2015		2014

Interest	$	22,898	$	16,564
Income taxes		14,280		77,691

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) CASH FLOW SUPPLEMENTARY INFORMATION (Continued)

prices, through open market or privately-negotiated transactions. On February 24, 2015, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date. As of June 27, 2015, the Company has acquired 3,700,970 shares for approximately $516.1 million under the share repurchase programs.

(6) 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 June 27, 2015:
Net earnings attributable to Valmont Industries, Inc.	$	27,873	$	—		$	27,873
Shares outstanding		23,336		114			23,450
Per share amount	$	1.19	$	—		$	1.19
Thirteen weeks ended June 28, 2014:
Net earnings attributable to Valmont Industries, Inc.	$	63,976	$	—		$	63,976
Shares outstanding		26,623		233			26,856
Per share amount	$	2.40	$	(0.02	)	$	2.38
Twenty-six weeks ended June 27, 2015:
Net earnings attributable to Valmont Industries, Inc.	$	58,612	$	—		$	58,612
Shares outstanding		23,602		114			23,716
Per share amount	$	2.48	$	(0.01	)	$	2.47
Twenty-six weeks ended June 28, 2014:
Net earnings attributable to Valmont Industries, Inc.	$	119,956	$	—		$	119,956
Shares outstanding		26,669		234			26,903
Per share amount	$	4.50	$	(0.04	)	$	4.46

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

At June 27, 2015, there were 452,459 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share.

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(Dollars in thousands, except per share amounts)

(Unaudited)

(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, 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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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						Twenty-six Weeks Ended

	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	154,688		$	164,753		$	299,955		$	303,730
Communication Products		45,935			43,618			78,491			73,504
Offshore Structures		23,135			47,217			47,983			64,521
Access Systems		37,311			48,764			73,033			91,059

Engineered Infrastructure Products segment		261,069			304,352			499,462			532,814
Utility Support Structures segment:
Steel		139,425			179,574			297,698			371,011
Concrete		23,504			33,456			41,572			56,746

Utility Support Structures segment		162,929			213,030			339,270			427,757
Coatings segment		76,094			85,157			150,454			167,328
Irrigation segment		153,821			219,917			308,297			432,650
Other		50,404			61,786			104,262			120,388

Total		704,317			884,242			1,401,745			1,680,937
INTERSEGMENT SALES:
Engineered Infrastructure Products segment		4,052			18,166			11,126			37,731
Utility Support Structures segment		273			1,025			562			1,520
Coatings segment		12,178			14,770			24,725			29,723
Irrigation segment		3			4			12			13
Other		5,688			7,678			12,799			17,611

Total		22,194			41,643			49,224			86,598
NET SALES:
Engineered Infrastructure Products segment		257,017			286,186			488,336			495,083
Utility Support Structures segment		162,656			212,005			338,708			426,237
Coatings segment		63,916			70,387			125,729			137,605
Irrigation segment		153,818			219,913			308,285			432,637
Other		44,716			54,108			91,463			102,777

Total	$	682,123		$	842,599		$	1,352,521		$	1,594,339



OPERATING INCOME:
Engineered Infrastructure Products segment	$	17,424		$	28,625		$	29,406		$	42,334
Utility Support Structures segment		10,399			26,375			25,756			59,132
Coatings segment		7,862			15,820			18,861			29,706
Irrigation segment		25,814			41,473			50,116			84,619
Other		6,273			8,343			12,871			16,893
Corporate		(13,772	)		(15,860	)		(25,327	)		(29,060	)

Total	$	54,000		$	104,776		$	111,683		$	203,624

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

The Company has three tranches of senior unsecured notes. All of the senior 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 the fourth quarter of 2014, a subsidiary of the Company was removed as a guarantor of our revolving credit facility, and consequently was removed as a guarantor of the notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure. 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 June 27, 2015

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	311,156		$	102,090		$	322,555		$	(53,678	)	$	682,123
Cost of sales		232,779			78,149			254,666			(53,019	)		512,575

Gross profit		78,377			23,941			67,889			(659	)		169,548
Selling, general and administrative expenses		50,913			11,091			53,544			—			115,548

Operating income		27,464			12,850			14,345			(659	)		54,000

Other income (expense):
Interest expense		(10,894	)		—			(338	)		—			(11,232	)
Interest income		4			2			610			—			616
Other		(248	)		24			196			—			(28	)

		(11,138	)		26			468			—			(10,644	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		16,326			12,876			14,813			(659	)		43,356

Income tax expense (benefit):
Current		7,545			5,223			6,547			(179	)		19,136
Deferred		(1,650	)		(51	)		(3,518	)		—			(5,219	)

		5,895			5,172			3,029			(179	)		13,917

Earnings before equity in earnings of nonconsolidated subsidiaries		10,431			7,704			11,784			(480	)		29,439
Equity in earnings of nonconsolidated subsidiaries		17,442			876			—			(18,318	)		—

Net earnings		27,873			8,580			11,784			(18,798	)		29,439
Less: Earnings attributable to noncontrolling interests		—			—			(1,566	)		—			(1,566	)

Net earnings attributable to Valmont Industries, Inc	$	27,873		$	8,580		$	10,218		$	(18,798	)	$	27,873

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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 Twenty-six weeks ended June 27, 2015

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	640,287		$	198,038		$	624,791		$	(110,595	)	$	1,352,521
Cost of sales		482,646			153,045			491,651			(109,823	)		1,017,519

Gross profit		157,641			44,993			133,140			(772	)		335,002
Selling, general and administrative expenses		98,955			22,388			101,976			—			223,319

Operating income		58,686			22,605			31,164			(772	)		111,683

Other income (expense):
Interest expense		(21,726	)		—			(634	)		—			(22,360	)
Interest income		13			4			1,473			—			1,490
Other		(897	)		—			1,885			—			988

		(22,610	)		4			2,724			—			(19,882	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		36,076			22,609			33,888			(772	)		91,801

Income tax expense (benefit):
Current		8,937			9,850			12,344			(221	)		30,910
Deferred		3,819			(584	)		(3,290	)		—			(55	)

		12,756			9,266			9,054			(221	)		30,855

Earnings before equity in earnings of nonconsolidated subsidiaries		23,320			13,343			24,834			(551	)		60,946
Equity in earnings of nonconsolidated subsidiaries		35,292			5,181			—			(40,473	)		—

Net earnings		58,612			18,524			24,834			(41,024	)		60,946
Less: Earnings attributable to noncontrolling interests		—			—			(2,334	)		—			(2,334	)

Net earnings attributable to Valmont Industries, Inc	$	58,612		$	18,524		$	22,500		$	(41,024	)	$	58,612

Table of Contents

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 June 28, 2014

	Parent			Guarantors		Non- Guarantors			Eliminations			Total

Net sales	$	378,642		$	124,414	$	387,715		$	(48,172	)	$	842,599
Cost of sales		280,054			91,536		298,764			(48,232	)		622,122

Gross profit		98,588			32,878		88,951			60			220,477
Selling, general and administrative expenses		50,164			12,670		52,867			—			115,701

Operating income		48,424			20,208		36,084			60			104,776

Other income (expense):
Interest expense		(7,691	)		—		(613	)		—			(8,304	)
Interest income		6			113		1,458			—			1,577
Other		1,754			140		9			—			1,903

		(5,931	)		253		854			—			(4,824	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		42,493			20,461		36,938			60			99,952

Income tax expense (benefit):
Current		9,315			5,458		11,316			28			26,117
Deferred		7,672			2,079		(1,798	)		—			7,953

		16,987			7,537		9,518			28			34,070

Earnings before equity in earnings of nonconsolidated subsidiaries		25,506			12,924		27,420			32			65,882
Equity in earnings of nonconsolidated subsidiaries		38,470			8,478		—			(46,978	)		(30	)

Net earnings		63,976			21,402		27,420			(46,946	)		65,852
Less: Earnings attributable to noncontrolling interests		—			—		(1,876	)		—			(1,876	)

Net earnings attributable to Valmont Industries, Inc	$	63,976		$	21,402	$	25,544		$	(46,946	)	$	63,976

Table of Contents

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 Twenty-six weeks ended June 28, 2014

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	755,284		$	260,311		$	687,996		$	(109,252	)	$	1,594,339
Cost of sales		551,813			191,352			533,398			(109,683	)		1,166,880

Gross profit		203,471			68,959			154,598			431			427,459
Selling, general and administrative expenses		97,954			25,661			100,220			—			223,835

Operating income		105,517			43,298			54,378			431			203,624

Other income (expense):
Interest expense		(15,366	)		—			(1,135	)		—			(16,501	)
Interest income		26			296			2,994			—			3,316
Other		1,821			(352	)		(5,378	)		—			(3,909	)

		(13,519	)		(56	)		(3,519	)		—			(17,094	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		91,998			43,242			50,859			431			186,530

Income tax expense (benefit):
Current		29,193			13,512			16,218			132			59,055
Deferred		5,829			1,667			(2,466	)		—			5,030

		35,022			15,179			13,752			132			64,085

Earnings before equity in earnings of nonconsolidated subsidiaries		56,976			28,063			37,107			299			122,445
Equity in earnings of nonconsolidated subsidiaries		62,980			9,023			—			(72,033	)		(30	)

Net earnings		119,956			37,086			37,107			(71,734	)		122,415
Less: Earnings attributable to noncontrolling interests		—			—			(2,459	)		—			(2,459	)

Net earnings attributable to Valmont Industries, Inc	$	119,956		$	37,086		$	34,648		$	(71,734	)	$	119,956

Table of Contents

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 June 27, 2015

	Parent			Guarantors		Non- Guarantors			Eliminations			Total

Net earnings	$	27,873		$	8,580	$	11,784		$	(18,798	)	$	29,439

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			76		18,252			—			18,328
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		19			—		—			—			19
Gain on cash flow hedges		(301	)		—		1,052			—			751
Equity in other comprehensive income		18,978			—		—			(18,978	)		—

Other comprehensive income (loss)		18,696			76		19,304			(18,978	)		19,098

Comprehensive income		46,569			8,656		31,088			(37,776	)		48,537
Comprehensive income attributable to noncontrolling interests		—			—		(1,968	)		—			(1,968	)

Comprehensive income attributable to Valmont Industries, Inc.	$	46,569		$	8,656	$	29,120		$	(37,776	)	$	46,569

Table of Contents

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 Twenty-six weeks ended June 27, 2015

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net earnings	$	58,612		$	18,524		$	24,834		$	(41,024	)	$	60,946

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(8,812	)		(31,038	)		—			(39,850	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		37			—			—			—			37
Gain on cash flow hedges		(209	)		—			1,254			—			1,045
Equity in other comprehensive income		(36,903	)		—			—			36,903			—

Other comprehensive income (loss)		(37,075	)		(8,812	)		(29,784	)		36,903			(38,768	)

Comprehensive income		21,537			9,712			(4,950	)		(4,121	)		22,178
Comprehensive income attributable to noncontrolling interests		—			—			(641	)		—			(641	)

Comprehensive income attributable to Valmont Industries, Inc.	$	21,537		$	9,712		$	(5,591	)	$	(4,121	)	$	21,537

Table of Contents

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 June 28, 2014

	Parent		Guarantors			Non- Guarantors			Eliminations			Total

Net earnings	$	63,976	$	21,402		$	27,420		$	(46,946	)	$	65,852

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—		(126	)		13,995			—			13,869
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100		—			(133	)		—			(33	)
Actuarial gain (loss) in defined benefit pension plan liability		—		—			(614	)		—			(614	)
Equity in other comprehensive income		13,206		—			—			(13,206	)		—

Other comprehensive income (loss)		13,306		(126	)		13,248			(13,206	)		13,222

Comprehensive income		77,282		21,276			40,668			(60,152	)		79,074
Comprehensive income attributable to noncontrolling interests		—		—			(1,792	)		—			(1,792	)

Comprehensive income attributable to Valmont Industries, Inc.	$	77,282	$	21,276		$	38,876		$	(60,152	)	$	77,282

Table of Contents

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 Twenty-six weeks ended June 28, 2014

	Parent		Guarantors		Non- Guarantors			Eliminations			Total

Net earnings	$	119,956	$	37,086	$	37,107		$	(71,734	)	$	122,415

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—		1,063		24,443			—			25,506
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200		—		(133	)		—			67
Actuarial gain (loss) in defined benefit pension plan liability		—		—		(847	)		—			(847	)
Equity in other comprehensive income		25,281		—		—			(25,281	)		—

Other comprehensive income (loss)		25,481		1,063		23,463			(25,281	)		24,726

Comprehensive income		145,437		38,149		60,570			(97,015	)		147,141
Comprehensive income attributable to noncontrolling interests		—		—		(1,704	)		—			(1,704	)

Comprehensive income attributable to Valmont Industries, Inc.	$	145,437	$	38,149	$	58,866		$	(97,015	)	$	145,437

Table of Contents

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
June 27, 2015

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

ASSETS
Current assets:
Cash and cash equivalents	$	12,453		$	1,800		$	303,270		$	—		$	317,523
Receivables, net		146,163			54,606			290,937			—			491,706
Inventories		133,029			51,821			198,598			(3,551	)		379,897
Prepaid expenses		6,782			662			49,209			—			56,653
Refundable and deferred income taxes		29,974			6,089			8,009			—			44,072

Total current assets		328,401			114,978			850,023			(3,551	)		1,289,851

Property, plant and equipment, at cost		561,190			125,366			437,329			—			1,123,885
Less accumulated depreciation and amortization		334,149			67,516			151,243			—			552,908

Net property, plant and equipment		227,041			57,850			286,086			—			570,977

Goodwill		20,108			107,542			252,436			—			380,086
Other intangible assets		265			41,235			148,392			—			189,892
Investment in subsidiaries and intercompany accounts		1,405,594			854,867			899,268			(3,159,729	)		—
Other assets		49,438			—			87,148			—			136,586

Total assets	$	2,030,847		$	1,176,472		$	2,523,353		$	(3,163,280	)	$	2,567,392



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	215		$	—		$	881		$	—		$	1,096
Notes payable to banks		—			—			7,914			—			7,914
Accounts payable		51,355			15,355			119,711			—			186,421
Accrued employee compensation and benefits		33,728			5,209			36,218			—			75,155
Accrued expenses		32,928			6,182			50,873			—			89,983
Dividends payable		8,733			—			—			—			8,733

Total current liabilities		126,959			26,746			215,597			—			369,302

Deferred income taxes		1,085			28,299			33,575			—			62,959
Long-term debt, excluding current installments		759,251			—			6,021			—			765,272
Defined benefit pension liability		—			—			135,068			—			135,068
Deferred compensation		45,231			—			5,825			—			51,056
Other noncurrent liabilities		5,272			—			37,870			—			43,142
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			648,682			(1,106,632	)		27,900
Additional paid-in capital		—			150,286			1,098,408			(1,248,694	)		—
Retained earnings		1,762,534			571,199			420,383			(991,582	)		1,762,534
Accumulated other comprehensive income (loss)		(171,508	)		(58,008	)		(125,620	)		183,628			(171,508	)
Treasury stock		(525,877	)		—			—			—			(525,877	)

Total Valmont Industries, Inc. shareholders' equity		1,093,049			1,121,427			2,041,853			(3,163,280	)		1,093,049

Noncontrolling interest in consolidated subsidiaries		—			—			47,544			—			47,544

Total shareholders' equity		1,093,049			1,121,427			2,089,397			(3,163,280	)		1,140,593

Total liabilities and shareholders' equity	$	2,030,847		$	1,176,472		$	2,523,353		$	(3,163,280	)	$	2,567,392

Table of Contents

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 27, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

ASSETS
Current assets:
Cash and cash equivalents	$	69,869		$	2,157		$	299,553		$	—		$	371,579
Receivables, net		158,316			68,414			310,188			—			536,918
Inventories		127,859			54,914			177,512			(763	)		359,522
Prepaid expenses		7,087			502			49,323			—			56,912
Refundable and deferred income taxes		53,307			6,194			8,509			—			68,010

Total current assets		416,438			132,181			845,085			(763	)		1,392,941

Property, plant and equipment, at cost		556,658			124,182			458,729			—			1,139,569
Less accumulated depreciation and amortization		319,899			65,493			147,724			—			533,116

Net property, plant and equipment		236,759			58,689			311,005			—			606,453

Goodwill		20,108			107,542			257,461			—			385,111
Other intangible assets		292			43,644			158,068			—			202,004
Investment in subsidiaries and intercompany accounts		1,446,989			825,236			887,055			(3,159,280	)		—
Other assets		46,587			—			96,572			—			143,159

Total assets	$	2,167,173		$	1,167,292		$	2,555,246		$	(3,160,043	)	$	2,729,668



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	213		$	—		$	968		$	—		$	1,181
Notes payable to banks		—			—			13,952			—			13,952
Accounts payable		59,893			15,151			121,521			—			196,565
Accrued employee compensation and benefits		48,169			5,385			34,396			—			87,950
Accrued expenses		32,616			6,052			49,812			—			88,480
Dividends payable		9,086			—			—			—			9,086

Total current liabilities		149,977			26,588			220,649			—			397,214

Deferred income taxes		5,584			28,988			37,225			—			71,797
Long-term debt, excluding current installments		759,895			—			6,759			—			766,654
Defined benefit pension liability		—			—			150,124			—			150,124
Deferred compensation		41,803			—			6,129			—			47,932
Other noncurrent liabilities		8,081			—			37,461			—			45,542
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			648,682			(1,106,632	)		27,900
Additional paid-in capital		—			150,286			1,098,408			(1,248,694	)		—
Retained earnings		1,718,662			552,676			397,302			(949,978	)		1,718,662
Accumulated other comprehensive income		(134,433	)		(49,196	)		(96,065	)		145,261			(134,433	)
Treasury stock		(410,296	)		—			—			—			(410,296	)

Total Valmont Industries, Inc. shareholders' equity		1,201,833			1,111,716			2,048,327			(3,160,043	)		1,201,833

Noncontrolling interest in consolidated subsidiaries		—			—			48,572			—			48,572

Total shareholders' equity		1,201,833			1,111,716			2,096,899			(3,160,043	)		1,250,405

Total liabilities and shareholders' equity	$	2,167,173		$	1,167,292		$	2,555,246		$	(3,160,043	)	$	2,729,668

Table of Contents

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 Twenty-six Weeks Ended June 27, 2015

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operating activities:
Net earnings	$	58,612		$	18,524		$	24,834		$	(41,024	)	$	60,946
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		14,983			6,278			26,500			—			47,761
Noncash loss on trading securities		—			—			4,582			—			4,582
Impairment of assets		1,890			215			7,187			—			9,292
Stock-based compensation		7,466			—			(3,953	)		—			3,513
Defined benefit pension plan expense		—			—			(305	)		—			(305	)
Contribution to defined benefit pension plan		—			—			(15,735	)		—			(15,735	)
Gain on sale of property, plant and equipment		(8	)		97			453			—			542
Equity in earnings in nonconsolidated subsidiaries		(35,292	)		(5,181	)		—			40,473			—
Deferred income taxes		3,819			(584	)		(3,290	)		—			(55	)
Changes in assets and liabilities (net of acquisitions):
Receivables		12,153			13,807			6,551			—			32,511
Inventories		10,161			3,093			(41,000	)		—			(27,746	)
Prepaid expenses		305			(160	)		(3,232	)		—			(3,087	)
Accounts payable		(8,538	)		204			3,313			—			(5,021	)
Accrued expenses		(13,652	)		(46	)		7,267			—			(6,431	)
Other noncurrent liabilities		(2,729	)		—			4,490			—			1,761
Income taxes payable (refundable)		15,016			(5	)		806			—			15,817

Net cash flows from operating activities		64,186			36,242			18,468			(551	)		118,345

Cash flows from investing activities:
Purchase of property, plant and equipment		(7,065	)		(3,147	)		(14,546	)		—			(24,758	)
Proceeds from sale of assets		25			19			1,057			—			1,101
Other, net		24,268			(33,440	)		14,517			551			5,896

Net cash flows from investing activities		17,228			(36,568	)		1,028			551			(17,761	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			(5,890	)		—			(5,890	)
Proceeds from long-term borrowings		33,000			—			—			—			33,000
Principal payments on long-term borrowings		(33,212	)		—			(445	)		—			(33,657	)
Dividends paid		(17,956	)		—			—			—			(17,956	)
Dividends to noncontrolling interest		—			—			(1,669	)		—			(1,669	)
Proceeds from exercises under stock plans		9,454			—			—			—			9,454
Excess tax benefits from stock option exercises		1,394			—			—			—			1,394
Purchase of treasury shares		(121,020	)		—			—			—			(121,020	)
Purchase of common treasury shares—stock plan exercises		(10,490	)		—			—			—			(10,490	)

Net cash flows from financing activities		(138,830	)		—			(8,004	)		—			(146,834	)

Effect of exchange rate changes on cash and cash equivalents		—			(31	)		(7,775	)		—			(7,806	)

Net change in cash and cash equivalents		(57,416	)		(357	)		3,717			—			(54,056	)
Cash and cash equivalents—beginning of year		69,869			2,157			299,553			—			371,579

Cash and cash equivalents—end of period	$	12,453		$	1,800		$	303,270		$	—		$	317,523

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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 Twenty-six Weeks Ended June 28, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operating activities:
Net earnings	$	119,956		$	37,086		$	37,107		$	(71,734	)	$	122,415
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		12,539			6,584			24,245			—			43,368
Noncash loss on trading securities		—			—			3,501			—			3,501
Stock-based compensation		3,686			—			—			—			3,686
Defined benefit pension plan expense		—			—			1,334			—			1,334
Contribution to defined benefit pension plan		—			—			(17,484	)		—			(17,484	)
Gain on sale of property, plant and equipment		7			(74	)		(35	)		—			(102	)
Equity in earnings in nonconsolidated subsidiaries		(62,980	)		(9,023	)		—			72,033			30
Deferred income taxes		5,829			1,667			(2,466	)		—			5,030
Changes in assets and liabilities (net of acquisitions):
Receivables		(9,471	)		34,803			(4,249	)		—			21,083
Inventories		9,584			10,651			(13,611	)		—			6,624
Prepaid expenses		(1,870	)		241			(16,660	)		—			(18,289	)
Accounts payable		1,352			(3,892	)		(26,093	)		—			(28,633	)
Accrued expenses		(23,205	)		(8,411	)		1,201			—			(30,415	)
Other noncurrent liabilities		1,941			—			(175	)		—			1,766
Income taxes payable (refundable)		(22,572	)		1,071			(562	)		—			(22,063	)

Net cash flows from operating activities		34,796			70,703			(13,947	)		299			91,851

Cash flows from investing activities:
Purchase of property, plant and equipment		(27,046	)		(1,486	)		(18,459	)		—			(46,991	)
Proceeds from sale of assets		21			88			1,042			—			1,151
Acquisitions, net of cash acquired		—			—			(120,483	)		—			(120,483	)
Other, net		49,004			(74,035	)		22,390			(299	)		(2,940	)

Net cash flows from investing activities		21,979			(75,433	)		(115,510	)		(299	)		(169,263	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			(1,861	)		—			(1,861	)
Principal payments on long-term borrowings		(196	)		—			(63	)		—			(259	)
Dividends paid		(13,427	)		—			—			—			(13,427	)
Intercompany dividends		20,895			—			(20,895	)		—			—
Dividends to noncontrolling interest		—			—			(1,340	)		—			(1,340	)
Intercompany capital contribution		(143,000	)		—			143,000			—			—
Proceeds from exercises under stock plans		11,996			—			—			—			11,996
Excess tax benefits from stock option exercises		3,576			—			—			—			3,576
Purchase of treasury shares		(77,084	)		—			—			—			(77,084	)
Purchase of common treasury shares—stock plan exercises		(11,984	)		—			—			—			(11,984	)

Net cash flows from financing activities		(209,224	)		—			118,841			—			(90,383	)

Effect of exchange rate changes on cash and cash equivalents		—			2,691			7,325			—			10,016

Net change in cash and cash equivalents		(152,449	)		(2,039	)		(3,291	)		—			(157,779	)
Cash and cash equivalents—beginning of year		215,576			29,797			368,333			—			613,706

Cash and cash equivalents—end of period	$	63,127		$	27,758		$	365,042		$	—		$	455,927

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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 27, 2014. 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									Twenty-six Weeks Ended

	June 27, 2015			June 28, 2014			% Incr. (Decr.)			June 27, 2015			June 28, 2014			% Incr. (Decr.)
Consolidated
Net sales	$	682.1		$	842.6			(19.0	)%	$	1,352.5		$	1,594.3			(15.2	)%
Gross profit		169.5			220.5			(23.1	)%		335.0			427.5			(21.6	)%
as a percent of sales		24.8	%		26.2	%					24.8	%		26.8	%
SG&A expense		115.5			115.7			(0.2	)%		223.3			223.8			(0.2	)%
as a percent of sales		16.9	%		13.7	%					16.5	%		14.0	%
Operating income		54.0			104.8			(48.5	)%		111.7			203.6			(45.1	)%
as a percent of sales		7.9	%		12.4	%					8.3	%		12.8	%
Net interest expense		10.6			6.7			58.2	%		20.9			13.2			58.3	%
Effective tax rate		32.1	%		34.1	%					33.6	%		34.4	%
Net earnings	$	27.9		$	64.0			(56.4	)%	$	58.6		$	120.0			(51.2	)%
Diluted earnings per share	$	1.19		$	2.38			(50.0	)%	$	2.47		$	4.46			(44.6	)%
Engineered Infrastructure Products
Net sales		257.0			286.2			(10.2	)%		488.3			495.1			(1.4	)%
Gross profit		63.5			73.9			(14.1	)%		118.5			128.4			(7.7	)%
SG&A expense		46.1			45.3			1.8	%		89.1			86.1			3.5	%
Operating income		17.4			28.6			(39.2	)%		29.4			42.3			(30.5	)%
Utility Support Structures
Net sales	$	162.6		$	212.0			(23.3	)%	$	338.7		$	426.2			(20.5	)%
Gross profit		30.6			45.9			(33.3	)%		65.2			98.0			(33.5	)%
SG&A expense		20.3			19.6			3.6	%		39.5			38.9			1.5	%
Operating income		10.3			26.3			(60.8	)%		25.7			59.1			(56.5	)%
Coatings
Net sales	$	63.9		$	70.4			(9.2	)%	$	125.7		$	137.6			(8.6	)%
Gross profit		17.0			25.3			(32.8	)%		36.8			48.6			(24.3	)%
SG&A expense		9.1			9.5			(4.2	)%		17.9			18.9			(5.3	)%
Operating income		7.9			15.8			(50.0	)%		18.9			29.7			(36.4	)%
Irrigation
Net sales	$	153.8		$	219.9			(30.1	)%	$	308.3		$	432.6			(28.7	)%
Gross profit		47.7			62.9			(24.2	)%		93.0			127.6			(27.1	)%
SG&A expense		21.9			21.3			2.8	%		42.9			42.9			—	%
Operating income		25.8			41.6			(38.0	)%		50.1			84.7			(40.9	)%
Other
Net sales	$	44.8		$	54.1			(17.2	)%	$	91.5		$	102.8			(11.0	)%
Gross profit		10.5			12.4			(15.3	)%		21.4			24.7			(13.4	)%
SG&A expense		4.2			4.1			2.4	%		8.5			7.8			9.0	%
Operating income		6.3			8.3			(24.1	)%		12.9			16.9			(23.7	)%
Net corporate expense
Gross profit	$	0.2		$	0.1			(100.0	)%	$	0.1		$	0.2			50.0	%
SG&A expense		13.9			16.0			(13.1	)%		25.4			29.3			(13.3	)%
Operating loss		(13.7	)		(15.9	)		13.8	%		(25.3	)		(29.1	)		13.1	%

NM=Not meaningful

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Overview

On a consolidated basis, the decrease in net sales in the second quarter and first half of fiscal 2015, as compared with 2014, reflected lower sales in all reportable segments. The changes in net sales in the second quarter and first half of fiscal 2015, as compared with fiscal 2014, were as follows:

	Second quarter

	Total			EIP			Utility			Coatings			Irrigation			Other
Sales—2014	$	842.6		$	286.2		$	212.0		$	70.4		$	219.9		$	54.1
Volume		(101.2	)		(12.5	)		(24.4	)		(5.0	)		(57.6	)		(1.7	)
Pricing/mix		(25.5	)		(3.1	)		(21.7	)		2.9			(1.3	)		(2.3	)
Acquisitions		21.1			15.7			—			—			5.4			—
Currency translation		(54.9	)		(29.3	)		(3.3	)		(4.4	)		(12.6	)		(5.3	)

Sales—2015	$	682.1		$	257.0		$	162.6		$	63.9		$	153.8		$	44.8

	Year-to-date

	Total			EIP			Utility			Coatings			Irrigation			Other
Sales—2014	$	1,594.3		$	495.1		$	426.2		$	137.6		$	432.6		$	102.8
Volume		(165.0	)		(2.9	)		(38.9	)		(12.7	)		(110.7	)		0.2
Pricing/mix		(44.3	)		(3.2	)		(42.9	)		8.4			(3.3	)		(3.3	)
Acquisitions		53.7			45.0			—			—			8.7			—
Currency translation		(86.2	)		(45.7	)		(5.7	)		(7.6	)		(19.0	)		(8.2	)

Sales—2015	$	1,352.5		$	488.3		$	338.7		$	125.7		$	308.3		$	91.5

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 DS SM A/S (renamed Valmont SM), AgSense LLC, and Shakespeare. We acquired Valmont SM in March 2014, AgSense in August 2014, and Shakespeare in October 2014. Shakespeare and Valmont SM are reported in the Engineered Infrastructure Products segment, and AgSense is reported in the Irrigation segment. Average steel index prices for both hot rolled coil and plate decreased substantially in North America over the three and six month periods ended June 27, 2015 compared to June 28, 2014. Decreases in sales pricing and volumes offset the increase in gross profit realized from the lower steel prices.

Restructuring Plan

In April 2015, our Board of Directors authorized a broad restructuring plan (the "Plan") of up to $60 million to respond to the market environment in certain of our businesses. We expect to incur pre-tax cash expenses of $17 million and asset impairments of approximately $13 million. These charges are expected to be incurred over the remainder of 2015. Approximately $14.3 million of restructuring expense was recorded during the second quarter of 2015; $8.0 million in cost of goods sold and $6.3 million in selling, general, and administrative expense. The decrease in second quarter 2015 gross profit due to restructuring expense by segment is as follows:

Gross Profit		Total			EIP			Utility			Coatings			Irrigation			Other			Corporate

Second quarter		$	(8.0	)	$	(1.4	)	$	(2.0	)	$	(4.5	)	$	—		$	(0.1	)	$	—

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The decrease in second quarter 2015 operating income due to restructuring expense by segment is as follows:

		Total			EIP			Utility			Coatings			Irrigation			Other			Corporate

Second quarter		$	(14.3	)	$	(4.5	)	$	(2.5	)	$	(4.8	)	$	(0.3	)	$	(0.1	)	$	(2.1	)

Certain of these restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million of goodwill as of June 27, 2015. We expect these activities to improve the profitability of this reporting unit. Should operating income not improve within this reporting unit after these restructuring activities are implemented, we may have to write off all or a portion of our goodwill for this reporting unit during our annual impairment testing during the third quarter. In addition to this goodwill, we are also evaluating other potential restructuring activities authorized under the Plan. In total, these restructuring items could result in asset impairments of up to $25 million and cash charges of $5 million.

In the second quarter and first half of fiscal 2015, we realized a decrease in operating profit, as compared with fiscal 2014, due to currency translation effects. On average, the U.S. dollar strengthened in particular against the Australian dollar, Brazilian Real, Euro, 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

Second quarter	$	(5.4	)	$	(2.4	)	$	—		$	(0.3	)	$	(2.5	)	$	(0.4	)	$	0.2
Year-to-date	$	(7.7	)	$	(3.2	)	$	(0.1	)	$	(0.6	)	$	(3.5	)	$	(0.6	)	$	0.3

The decrease in gross margin (gross profit as a percent of sales) in fiscal 2015, as compared with 2014, was due to a combination of lower sales prices, unfavorable sales mix, restructuring charges, and reduced sales volumes in 2015, as compared with 2014.

Selling, general and administrative (SG&A) spending in the second quarter and first half of fiscal 2015, as compared with the same periods in 2014, decreased slightly due to the following factors:

•: currency translation effects of $6.4 million and $8.9 million, respectively, due to the strengthening of the U.S. dollar primarily against the Australian dollar, Brazilian Real, Euro, and South Africa Rand; and
•: decreased employee incentive accruals of $4.4 million and $6.7 million, due to lower operating results.

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

•: the acquisition of Valmont SM, AgSense, and Shakespeare with expenses of $3.4 million and $8.9 million, respectively; and
•: expenses incurred related to the restructuring plan during the second quarter of $6.3 million.

The decrease in operating income on a reportable segment basis in 2015, as compared to 2014, was due to reduced operating performance in all segments. The decrease in operating income is primarily attributable to lower volumes and sales prices, restructuring expenses, and currency translation effects.

Net interest expense increased in the second quarter and first half of fiscal 2015, as compared with 2014, primarily due to additional long-term debt borrowed in the third quarter of 2014. In addition, interest income decreased due to less cash on hand due to the share buyback program.

The increase in other expense in the second quarter of 2015, as compared with 2014, was due to a smaller gain on deferred compensation assets of $1.1 million and less favorable foreign currency

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transaction gains/losses due to currency exchange rate changes. The decrease in other expense in the first half of fiscal 2015, as compared with 2014, was primarily attributable to the difference in the investment income from the Company's shares of Delta EMD. In 2014, we recorded a non-cash mark to market loss of $3.5 million and in 2015, we received a $5.0 million special dividend offset by a noncash mark to market loss of approximately $4.6 million. The remaining decrease in other expense relates to a smaller gain on deferred compensation assets of $0.7 million and more favorable currency transactional gains/losses.

Our effective income tax rate in the second quarter and first half of fiscal 2015 was lower when compared with the same period in fiscal 2014. The reduction relates to a tax benefit recorded in 2015 for certain withholding taxes paid in foreign jurisdictions.

Earnings attributable to noncontrolling interest was relatively flat in the second quarter and first half of fiscal 2015, as compared with the same periods in 2014.

Our cash flows provided by operations were approximately $118.3 million in the first half of fiscal 2015, as compared with $91.9 million provided by operations in 2014. The increase in operating cash flow in the first half of fiscal 2015 was the result of improved net working capital, partially offset by lower net earnings, compared with 2014.

Engineered Infrastructure Products (EIP) segment

The decrease in net sales in the second quarter and first half of fiscal 2015 as compared with 2014 was primarily due to unfavorable foreign currency translation effects of $29.3 million and $45.7 million, respectively, and lower sales volumes. These reductions were partially offset by the acquisitions of Valmont SM in March 2014 and Shakespeare in October 2014, which added sales in the second quarter and first half of fiscal 2015 of $15.7 million and $45.0 million, respectively.

Global lighting, traffic, and roadway product sales in the second quarter and first half of 2015 were lower compared to the same periods in fiscal 2014. In the second quarter and first half of fiscal 2015, sales volumes in the U.S. were higher in the commercial steel and aluminum markets and slightly lower in the transportation markets. 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 decreased in the second quarter and first half of 2015 as compared to 2014, due to lower volumes and unfavorable currency impacts. Sales in Europe were lower in the second quarter and first half of fiscal 2015 compared to the same periods in fiscal 2014, due to unfavorable currency translation effects that were offset to an extent by higher volumes relating to a large project in the Middle East that ended in the second quarter. The domestic markets in general remain subdued in Europe. In the Asia Pacific region, sales were slightly lower in the second quarter and first half of fiscal 2015, as compared to 2014, due to lower investment activity in both China and Australia. Highway safety product sales decreased slightly in the second quarter and first half of 2015 compared to 2014, due to unfavorable foreign currency translation that was partially offset by increased volume due to improvement in highway project activity in Australia and New Zealand.

Communication product line sales were slightly higher in the second quarter and first half of fiscal 2015, as compared with the same periods in fiscal 2014. North America communication structure sales decreased, primarily due to one customer who significantly reduced its 4G wireless network build out in 2015 compared with 2014. Communication component sales were flat year over year. In China, sales of wireless communication structures in the second quarter and first half of fiscal 2015 increased over the same period in 2014 as the investment levels by the major wireless carriers have remained strong and we have increased our market share through better sales coverage.

Access systems product line sales decreased in the second quarter and first half of 2015, as compared with 2014, primarily due to the negative impact of currency translation effects and lower

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volumes. The volume decrease was primarily related to the slowdown in mining sector investment in Australia, weaker market conditions in China, and fewer oil and gas related construction projects.

Offshore structures sales were down $24.1 million and $16.5 million in the second quarter and first half of 2015, as compared to the same periods in 2014. These decreases are impacted by unfavorable currency translation effects of $9.1 million and $12.3 million in the second quarter and first half of 2015, respectively, as well as reduced volumes partially offset by two additional months of sales in 2015. A delay in wind energy product introduction by our customers has resulted in some projects being postponed. An additional factor contributing to the sales decrease was the postponement of oil and gas orders due to lower oil prices.

Operating income for the segment in the second quarter and first half of fiscal 2015 was lower, as compared with the same period of fiscal 2014, due to restructuring charges recorded in the second quarter and first half of 2015 and unfavorable currency translation effects of $2.4 million and $3.2 million, respectively. The remainder of the decrease can be attributed to lower volumes and sales mix. The slight increase in SG&A spending in the second quarter and first half of 2015 was due to the Shakespeare and Valmont SM acquisitions totaling $2.3 million and $6.7 million, respectively, and restructuring charges incurred in 2015. These increases were partially offset by currency translation effects.

Utility Support Structures (Utility) segment

In the Utility segment, sales decreased in the second quarter and first half of 2015, as compared with 2014, due to lower sales volume, a decrease in average selling prices, most notably for our steel products, and an unfavorable sales mix. Our mix of revenue from very large transmission projects in second quarter and first half of 2015 was unfavorable to same periods of 2014. A backlog including some very large transmission projects at year-end 2013 provided for the more favorable mix of large transmission projects revenue in first quarter of 2014. Declining steel prices during the first half of 2015 and a competitive pricing environment also contributed to lower average selling prices in the second quarter of 2015 compared to 2014.

In North America, sales volumes in tons for steel and concrete utility structures were down in the first half of 2015, as compared with 2014. Our large utility customers delayed capital investment in transmission and we believe this trend will continue for the remainder of 2015. The pricing environment in North America continues to be very competitive. In the second quarter and first half of 2015, as compared to 2014, international utility structures sales decreased due to unfavorable currency translation effects and lower volumes in the Asia-Pacific region.

SG&A expense was slightly lower in the second quarter and first half of 2015, as compared with 2014, primarily due to lower employee compensation and sales commissions, offset to an extent by restructuring costs. Operating income in the second quarter and first half of 2015, as compared with 2014, decreased due to lower volumes, sales margins, and reduced leverage of fixed costs. While we initiated a number of actions to improve our cost structure in this segment, including certain restructuring activities, the full effect will be recognized upon a rebound in our sales volumes.

Coatings segment

Coatings segment sales in North America decreased in the second quarter and first half of 2015, as compared with 2014, due to lower sales volumes and currency translation effects related to the strengthening of the U.S. dollar against the Canadian dollar. Intercompany sales volumes in North America were down as well. Those decreases were partially offset by price increases to recover higher costs for zinc in 2015 as compared to 2014. Coatings sales in Asia Pacific decreased primarily due to currency translation effects related to the strengthening of the U.S. dollar against the Australian dollar. Continued weak demand in Australia led to the lower volumes that were partially offset by price increases to recover higher costs of zinc. Sales in Asia were relatively flat in the second quarter and first half of 2015.

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SG&A expense decreased in the second quarter and first half of 2015, as compared to the same periods in 2014, by $0.3 million and $1.0 primarily due to currency translation effects. Operating income was lower in the second quarter and first half of 2015, as compared with 2014, due to $4.8 million of restructuring costs in Australia, the lower sales volumes, unfavorable currency impacts, and reduced leverage of fixed costs in both Australia and North America.

Irrigation segment

The decrease in Irrigation segment net sales in the second quarter and first half of fiscal 2015, as compared with 2014, was mainly due to sales volume decreases in both North American and International markets. In fiscal 2015, net farm income in the United States is expected to decrease 32% from the levels of 2014, 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 the second quarter and first half of 2015, as compared with 2014. In international markets, sales decreased in the second quarter and first half of 2015, as compared with 2014, primarily due to reduced volumes in Brazil, Eastern Europe, and the Middle East and unfavorable currency translation effects in Brazil and South Africa.

SG&A was relatively flat in the second quarter and first half of fiscal 2015, as compared with 2014; SG&A increased due to AgSense (acquired in August 2014) of $1.1 million and $2.1 million, respectively, offset by currency translation reductions of $0.9 million and $1.4 million, respectively. Operating income for the segment declined in the second quarter and first half of fiscal 2015 over 2014, due to sales volume decreases and associated operating deleverage of fixed operating costs, unfavorable currency impacts, and slightly lower pricing. These reductions were partially offset by the operating income of AgSense that was acquired in August 2014, lower average steel purchase prices, and reduced factory spending to adjust to the lower sales volumes.

Other

This unit includes the grinding media, industrial tubing, and industrial fasteners operations. The decrease in sales in the second quarter and first half of fiscal 2015, as compared with 2014, was due in part to unfavorable currency translation of $5.3 million and $8.2 million, respectively. Grinding media volumes were slightly lower in the second quarter but higher in the first half of 2015. Tubing sales in 2015 were lower due to a decline in steel prices and lower volumes. Industrial fasteners sales were down due to lower volumes in 2015. Operating income in the second quarter and first half of fiscal 2015 was lower than the same periods in 2014, due primarily to lower tubing and industrial fasteners sales volumes and unfavorable currency translation.

Net corporate expense

Net corporate expense in the second quarter and first half of fiscal 2015 decreased over the same period in fiscal 2014. These decreases were mainly due to lower employee incentives of $4.4 million and $6.0 million associated with reduced net earnings, respectively, offset partially by restructuring expenses in the second quarter of $2.1 million.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows—Net working capital was $920.5 million at June 27, 2015, as compared with $995.7 million at December 27, 2014. The decrease in net working capital in 2015 mainly resulted from decreased cash which was used in the share repurchase program and lower accounts receivable due to improved collections. Cash flow provided by operations was $118.3 million in the first half of 2015, as compared with $91.9 million in first half of 2014. The increase in operating

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cash flow in 2015 was primarily the result of working capital improvements over 2014, offset to an extent by reduced net earnings.

Investing Cash Flows—Capital spending in the first half of fiscal 2015 was $24.8 million, as compared with $47.0 million for the same period in 2014. Significant capital spending projects in 2015 and 2014 include certain investments in machinery and equipment across all businesses. We expect our capital spending for the 2015 fiscal year to be approximately $60 million. The biggest contributor to lower investing cash outflows in 2015 as compared to 2014, was no acquisitions in the first half of 2015 and $120.5 million in the first half of 2014 for the acquisition of Valmont SM.

Financing Cash Flows—Our total interest-bearing debt decreased slightly to $774.3 million at June 27, 2015 from $781.8 million at December 27, 2014. Financing cash flows changed from a use of approximately $90.4 million in the first half of fiscal 2014 to a use of approximately $146.9 million in the first half of fiscal 2015. The primary change was due to the Company purchasing $44.0 million more treasury shares in 2015 over 2014 related to the share repurchase program.

Financing and Capital

On May 13, 2014, we announced a new capital allocation philosophy which covered a share repurchase program. 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. In February 2015, the Board of Directors authorized an additional $250 million of share purchase, without an expiration date. The share 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 share repurchases under the share repurchase program and we may discontinue the share repurchase program at any time.

As of June 27, 2015, we have acquired approximately 3.7 million shares for approximately $516.1 million under these share repurchase programs. As of July 22, 2015, 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 3.74 million shares for approximately $521.0 million under these share repurchase programs.

Our capital allocation philosophy announcement included our intention to manage our capital structure to maintain 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.

Our debt financing at June 27, 2015 is primarily long-term debt consisting of:

•: $250.2 million face value ($255.2 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020.
•: $250 million face value ($248.9 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.
•: $250 million face value ($246.7 million carrying value) of unsecured notes that bear interest at 5.25% per annum and are due in October 2054.
•: We are allowed to repurchase the notes at specified prepayment premiums. All three tranches of these notes are guaranteed by certain of our subsidiaries.

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At June 27, 2015 and December 27, 2014, we had no outstanding borrowings under our revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At June 27, 2015, we had the ability to borrow $581.4 million under this facility, after consideration of standby letters of credit of $18.6 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $105.9 million, $98.8 million of which was unused at June 27, 2015.

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. The debt agreements allow us to add estimated EBITDA from acquired businesses for periods we did not own the acquired business. As such, our calculations below are on an Adjusted EBITDA basis. Our key debt covenants are as follows:

•: Interest-bearing debt is not to exceed 3.5X Adjusted EBITDA of the prior four quarters; and
•: Adjusted EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

At June 27, 2015, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at June 27, 2015 were as follows:


Interest-bearing debt	$	774,282
Adjusted EBITDA—last four quarters		324,373
Leverage ratio		2.39
Adjusted EBITDA—last four quarters	$	324,373
Interest expense—last four quarters		45,127
Interest earned ratio		7.19

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The calculation of Adjusted EBITDA-last four quarters (June 28, 2014 through June 27, 2015) is as follows:


Net cash flows from operations	$	200,590
Interest expense		45,127
Income tax expense		61,663
Impairment of assets		(9,292	)
Loss on investment		(4,876	)
Non-cash debt refinancing expense		2,478
Acquisition earn-out release		4,300
Deferred income tax benefit		(166	)
Noncontrolling interest		(5,217	)
Equity in earnings of nonconsolidated subsidiaries		60
Stock-based compensation		(6,557	)
Pension plan expense		(999	)
Contribution to pension plan		16,424
Changes in assets and liabilities		20,644
Other		(1,036	)

EBITDA		323,143
Shakespeare EBITDA—June 29, 2014—Oct. 5, 2014		1,230
Adjusted EBITDA	$	324,373



Net earnings attributable to Valmont Industries, Inc.	$	122,632
Interest expense		45,127
Income tax expense		61,663
Depreciation and amortization expense		93,721

EBITDA		323,143
Shakespeare EBITDA—Jun 29, 2014—Oct. 5, 2014		1,230

Adjusted EBITDA	$	324,373

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 Adjusted EBITDA reconciliation to cash flows from operation or net earnings for the four quarters between June 28, 2014 and June 27, 2015.

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 $683.7 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at June 27, 2015, approximately $299.1 million is held in entities outside the United States with $108.9 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

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pension funding requirements would have to be performed prior to the repatriation of the $108.9 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 $21.9 million in income taxes to repatriate that cash.

Financial Obligations and Financial Commitments

There have been no material changes to our financial obligations and financial commitments as described on page 40 in our Form 10-K for the fiscal year ended December 27, 2014.

Off Balance Sheet Arrangements

There have been no changes in our off balance sheet arrangements as described on page 40 in our Form 10-K for the fiscal year ended December 27, 2014.

Critical Accounting Policies

There have been no changes in our critical accounting policies as described on pages 42-45 in our Form 10-K for the fiscal year ended December 27, 2014 during the quarter ended June 27, 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Steel is a key material we use and over the last several years, prices for this commodity have been volatile. Our main strategy in managing this risk is a combination of fixed price purchase contracts with our vendors to reduce the volatility and sales price increases where possible. This commodity is most significant for our utility support structures segment where the cost of steel has been approximately 50% of the net sales on average. Assuming a similar sales mix, a hypothetical 20% change in the price of steel would have affected our net sales from our utility support structures by approximately $30 million on a year-to-date basis ended June 27, 2015.

There were no other material changes in the company's market risk during the quarter ended June 27, 2015. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 27, 2014.

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, 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.

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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		Average Price paid per share			Approximate Dollar Value of Maximum Number of Shares that may yet be Purchased under the Program(1)

March 29, 2015 to April 25, 2015	129,301	$	120.14	129,301	$	266,520,000
April 26, 2015 to May 30, 2015	164,413		125.12	164,413		245,948,000
May 31, 2015 to June 27, 2015	97,880		122.73	97,880		233,935,000

Total	391,594	$	122.88	391,594	$	233,935,000

(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. On February 24, 2015, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date. As of June 27, 2015, we have acquired 3,700,970 shares for approximately $516.1 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 June 27, 2015, 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 July, 2015.

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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 June 27, 2015, 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.