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TABLE OF CONTENTS

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

Form 10-Q


(Mark One)
ý		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~September 27, 2014~~March 28, 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

~~24,605,848~~23,556,137

Outstanding shares of common stock as of ~~October 20, 2014~~April 22, 2015

Table of Contents

VALMONT INDUSTRIES, INC.

INDEX TO FORM 10-Q

Page No.

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Earnings for the thirteen ~~and thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen ~~and thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~	4
	Condensed Consolidated Balance Sheets as of ~~September~~March 28, 2015 and December 27, 2014 ~~and December 28, 2013~~	5
	Condensed Consolidated Statements of Cash Flows for the ~~thirty-nine~~thirteen weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~	6
	Condensed Consolidated Statements of Shareholders' Equity for the ~~thirty-nine~~thirteen weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3629
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4737
Item 4.	Controls and Procedures	4737
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4938
Item 5.	Other Information	38
Item 6.	Exhibits	4939
Signatures		5040

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended

	September 27, 2014			September 28, 2013			September 27, 2014			September 28, 2013			March 28, 2015			March 29, 2014
Product sales	$	686,508		$	693,480		$	2,134,395		$	2,228,268		$	603,894		$	681,043
Services sales		79,160			84,552			225,612			248,053			66,504			70,697


Net sales		765,668			778,032			2,360,007			2,476,321			670,398			751,740
Product cost of sales		515,217			499,190			1,586,127			1,591,657			459,541			497,843
Services cost of sales		50,951			53,278			146,921			162,260			45,403			46,915


Total cost of sales		566,168			552,468			1,733,048			1,753,917			504,944			544,758


Gross profit		199,500			225,564			626,959			722,404			165,454			206,982
Selling, general and administrative expenses		111,697			115,663			335,532			350,048			107,771			108,134


Operating income		87,803			109,901			291,427			372,356			57,683			98,848


Other income (expenses):
Interest expense		(8,716	)		(8,149	)		(25,217	)		(24,364	)		(11,128	)		(8,197	)
Interest income		1,477			1,560			4,793			4,765			874			1,739
Costs associated with refinancing of debt		(38,705	)		—			(38,705	)		—
Other		(2,344	)		(584	)		(6,253	)		1,095			1,016			(5,812	)

														(9,238	)		(12,270	)

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


Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		39,515			102,728			226,045			353,852

Earnings before income taxes														48,445			86,578

Income tax expense (benefit):
Current		23,290			40,458			82,345			127,328			11,774			32,938
Deferred		(9,064	)		3,454			(4,034	)		(1,275	)		5,164			(2,923	)


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


Earnings before equity in earnings of nonconsolidated subsidiaries		25,289			58,816			147,734			227,799
Equity in earnings of nonconsolidated subsidiaries		(4	)		75			(34	)		548
														16,938			30,015

Net earnings		25,285			58,891			147,700			228,347			31,507			56,563
Less: Earnings attributable to noncontrolling interests		(1,726	)		(2,402	)		(4,185	)		(4,726	)		(768	)		(583	)


Net earnings attributable to Valmont Industries, Inc.	$	23,559		$	56,489		$	143,515		$	223,621		$	30,739		$	55,980





Earnings per share:
Basic	$	0.93		$	2.12		$	5.48		$	8.40		$	1.29		$	2.10





Diluted	$	0.92		$	2.10		$	5.43		$	8.31		$	1.28		$	2.08





Cash dividends declared per share	$	0.375		$	0.250		$	1.000		$	0.725		$	0.375		$	0.250





Weighted average number of shares of common stock outstanding—Basic (000 omitted)		25,287			26,665			26,208			26,632			23,868			26,715





Weighted average number of shares of common stock outstanding—Diluted (000 omitted)		25,513			26,919			26,439			26,896			23,982			26,950

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended

	September 27, 2014			September 28, 2013			September 27, 2014			September 28, 2013			March 28, 2015			March 29, 2014
Net earnings	$	25,285		$	58,891		$	147,700		$	228,347		$	31,507		$	56,563


Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain (loss)		(59,001	)		18,124			(33,495	)		(44,458	)		(58,178	)		11,637
Realized loss included in net earnings during the period		—			—			—			(5,194	)
Unrealized gain/(loss) on cash flow hedge:
Amortization cost included in interest expense		383			100			450			300			18			100
Realized loss included in net earnings during the period		983			—			983			—
Gain on cash flow hedges		4,837			—			4,837			—			294			—
Actuarial gain (loss) in defined benefit pension plan		1,116			857			269			(37	)		—			(233	)


Other comprehensive income (loss)		(51,682	)		19,081			(26,956	)		(49,389	)		(57,866	)		11,504


Comprehensive income (loss)		(26,397	)		77,972			120,744			178,958			(26,359	)		68,067
Comprehensive loss (income) attributable to noncontrolling interests		89			(2,156	)		(1,615	)		1,033			1,327			88


Comprehensive income (loss) attributable to Valmont Industries, Inc.	$	(26,308	)	$	75,816		$	119,129		$	179,991		$	(25,032	)	$	68,155

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	September 27, 2014			December 28, 2013			March 28, 2015			December 27, 2014

ASSETS
Current assets:
Cash and cash equivalents	$	452,218		$	613,706		$	318,366		$	371,579
Receivables, net		570,810			515,440			503,649			536,918
Inventories		384,645			380,000			379,514			359,522
Prepaid expenses		64,673			22,997			48,344			56,912
Refundable and deferred income taxes		64,438			65,697			53,032			68,010


Total current assets		1,536,784			1,597,840			1,302,905			1,392,941


Property, plant and equipment, at cost		1,138,421			1,017,126			1,124,251			1,139,569
Less accumulated depreciation and amortization		521,869			482,916			537,505			533,116


Net property, plant and equipment		616,552			534,210			586,746			606,453


Goodwill		374,144			349,632			373,888			385,111
Other intangible assets, net		199,819			170,917			189,390			202,004
Other assets		135,422			123,895			131,201			143,159


Total assets	$	2,862,721		$	2,776,494		$	2,584,130		$	2,729,668





LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	188		$	202		$	1,070		$	1,181
Notes payable to banks		17,863			19,024			14,459			13,952
Accounts payable		209,996			216,121			189,349			196,565
Accrued employee compensation and benefits		94,459			122,967			71,188			87,950
Accrued expenses		93,483			71,560			98,636			88,480
Dividends payable		9,299			6,706			8,889			9,086


Total current liabilities		425,288			436,580			383,591			397,214


Deferred income taxes		76,607			78,924			66,329			71,797
Long-term debt, excluding current installments		768,611			470,907			765,762			766,654
Defined benefit pension liability		136,808			154,397			127,708			150,124
Deferred compensation		48,014			39,109			51,027			47,932
Other noncurrent liabilities		48,707			51,731			45,849			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			27,900			27,900
Retained earnings		1,687,536			1,562,670			1,741,252			1,718,662
Accumulated other comprehensive income (loss)		(72,071	)		(47,685	)		(190,204	)		(134,433	)
Treasury stock		(333,744	)		(20,860	)		(481,039	)		(410,296	)


Total Valmont Industries, Inc. shareholders' equity		1,309,621			1,522,025			1,097,909			1,201,833


Noncontrolling interest in consolidated subsidiaries		49,065			22,821			45,955			48,572


Total shareholders' equity		1,358,686			1,544,846			1,143,864			1,250,405


Total liabilities and shareholders' equity	$	2,862,721		$	2,776,494		$	2,584,130		$	2,729,668

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Thirty-nine Weeks Ended						Thirteen Weeks Ended

	September 27, 2014			September 28, 2013			March 28, 2015			March 29, 2014
Cash flows from operating activities:
Net earnings	$	147,700		$	228,347		$	31,507		$	56,563
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		64,460			57,417			23,901			19,601
Loss on investment		4,859			—
Non-cash debt refinancing costs		(2,478	)		—
Noncash loss on trading securities								4,415			3,386
Stock-based compensation		5,444			4,999			1,761			1,880
Change in fair value of contingent consideration		4,300			—
Defined benefit pension plan expense		2,003			4,870			(150	)		662
Contribution to defined benefit pension plan		(18,245	)		(16,755	)		(15,735	)		(17,484	)
Gain on sale of property, plant and equipment		58			(5,060	)		(136	)		(127	)
Equity in earnings in nonconsolidated subsidiaries		34			(548	)
Deferred income taxes		(4,034	)		(1,275	)		5,164			(2,923	)
Changes in assets and liabilities (net of acquisitions):
Receivables		(19,951	)		(757	)		18,584			31,668
Inventories		(4,152	)		(14,574	)		(27,041	)		(37,911	)
Prepaid expenses		(19,182	)		(7,041	)		4,954			(9,148	)
Accounts payable		(21,082	)		1,161			(1,261	)		(12,471	)
Accrued expenses		(27,926	)		16,931			(5,324	)		(29,889	)
Other noncurrent liabilities		(6,409	)		2,510			1,684			1,551
Income taxes refundable		(22,702	)		(21,120	)		13,205			16,559


Net cash flows from operating activities		82,697			249,105			55,528			21,917


Cash flows from investing activities:										��
Purchase of property, plant and equipment		(63,412	)		(75,072	)		(16,615	)		(23,526	)
Proceeds from sale of assets		2,107			39,564			185			1,391
Acquisitions, net of cash acquired		(137,438	)		(53,152	)		—			(120,483	)
Other, net		2,992			1,231			2,930			(990	)


Net cash flows from investing activities		(195,751	)		(87,429	)		(13,500	)		(143,608	)


Cash flows from financing activities:
Net borrowings under short-term agreements		(1,065	)		3,439			1,155			(4,056	)
Proceeds from long-term borrowings		652,540			274
Principal payments on long-term borrowings		(357,059	)		(508	)		(224	)		(63	)
Settlement of financial derivatives		4,837			—
Dividends paid		(23,357	)		(18,717	)		(9,086	)		(6,706	)
Dividends to noncontrolling interest		(1,340	)		(1,767	)		(1,290	)		(351	)
Debt issuance costs		(5,464	)		—
Purchase of treasury shares								(72,900	)		—
Proceeds from exercises under stock plans		12,824			15,064			1,760			7,860
Excess tax benefits from stock option exercises		3,916			4,630			345			2,296
Purchase of treasury shares		(316,296	)		—
Purchase of common treasury shares—stock plan exercises		(12,739	)		(14,644	)		(2,156	)		(8,574	)


Net cash flows from financing activities		(43,203	)		(12,229	)		(82,396	)		(9,594	)


Effect of exchange rate changes on cash and cash equivalents		(5,231	)		(20,207	)		(12,845	)		5,774


Net change in cash and cash equivalents		(161,488	)		129,240			(53,213	)		(125,511	)
Cash and cash equivalents—beginning of year		613,706			414,129			371,579			613,706


Cash and cash equivalents—end of period	$	452,218		$	543,369		$	318,366		$	488,195

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Noncontrolling interest in consolidated subsidiaries			Total shareholders' equity
Balance at December 29, 2012	$	27,900	$	—		$	1,300,529		$	43,938		$	(22,455	)	$	57,098		$	1,407,010
Net earnings		—		—			223,621			—			—			4,726			228,347
Other comprehensive income (loss)		—		—			—			(43,630	)		—			(5,759	)		(49,389	)
Cash dividends declared		—		—			(19,412	)		—			—			—			(19,412	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,767	)		(1,767	)
Acquisition of Locker		—		—			—			—			—			325			325
Stock plan exercises; 93,059 shares acquired		—		—			—			—			(14,644	)		—			(14,644	)
Stock options exercised; 192,377 shares issued		—		(9,629	)		9,361			—			15,332			—			15,064
Tax benefit from stock option exercises		—		4,630			—			—			—			—			4,630
Stock option expense		—		3,935			—			—			—			—			3,935
Stock awards; 9,801 shares issued		—		1,064			—			—			622			—			1,686


Balance at September 28, 2013	$	27,900	$	—		$	1,514,099		$	308		$	(21,145	)	$	54,623		$	1,575,785



																					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		$	27,900	$	—		$	1,562,670		$	(47,685	)	$	(20,860	)	$	22,821		$	1,544,846
Net earnings		—		—			143,515			—			—			4,185			147,700			—		—			55,980			—			—			583			56,563
Other comprehensive income (loss)		—		—			—			(24,386	)		—			(2,570	)		(26,956	)		—		—			—			12,175			—			(671	)		11,504
Cash dividends declared		—		—			(25,950	)		—			—			—			(25,950	)		—		—			(6,721	)		—			—			—			(6,721	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,340	)		(1,340	)		—		—			—			—			—			(351	)		(351	)
Acquisition of DS SM		—		—			—			—			—			9,232			9,232			—		—			—			—			—			9,232			9,232
Acquisition of AgSense		—		—			—			—			—			16,333			16,333
Addition of noncontrolling interest		—		—			—			—			—			404			404
Purchase of treasury shares; 2,126,392 shares acquired		—		—			—			—			(316,296	)		—			(316,296	)
Stock plan exercises; 83,431 shares acquired		—		—			—			—			(12,739	)		—			(12,739	)
Stock options exercised; 171,508 shares issued		—		(9,360	)		7,301			—			14,883			—			12,824
Stock plan exercises; 57,854 shares acquired																						—		—			—			—			(8,574	)		—			(8,574	)
Stock options exercised; 110,339 shares issued																						—		(4,176	)		3,767			—			8,269			—			7,860
Tax benefit from stock option exercises		—		3,916			—			—			—			—			3,916			—		2,296			—			—			—			—			2,296
Stock option expense		—		3,767			—			—			—			—			3,767			—		1,263			—			—			—			—			1,263
Stock awards; 8,247 shares issued		—		1,677			—			—			1,268			—			2,945

Stock awards; 8,290 shares issued																						—		617			—			—			1,268			—			1,885

Balance at September 27, 2014	$	27,900	$	—		$	1,687,536		$	(72,071	)	$	(333,744	)	$	49,065		$	1,358,686

Balance at March 29, 2014																					$	27,900	$	—		$	1,615,696		$	(35,510	)	$	(19,897	)	$	31,614		$	1,619,803




Balance at December 27, 2014																					$	27,900	$	—		$	1,718,662		$	(134,433	)	$	(410,296	)	$	48,572		$	1,250,405
Net earnings																						—		—			30,739			—			—			768			31,507
Other comprehensive income (loss)																						—		—			—			(55,771	)		—			(2,095	)		(57,866	)
Cash dividends declared																						—		—			(8,889	)		—			—			—			(8,889	)
Dividends to noncontrolling interests																						—		—			—			—			—			(1,290	)		(1,290	)
Purchase of treasury shares; 598,227 shares acquired																						—		—			—			—			(72,900	)		—			(72,900	)
Stock plan exercises; 16,950 shares acquired																						—		—			—			—			(2,156	)		—			(2,156	)
Stock options exercised; 25,119 shares issued																						—		(2,106	)		740			—			3,126			—			1,760
Tax benefit from stock option exercises																						—		345			—			—			—			—			345
Stock option expense																						—		1,350			—			—			—			—			1,350
Stock awards; 9,656 shares issued																						—		411			—			—			1,187			—			1,598

Balance at March 28, 2015																					$	27,900	$	—		$	1,741,252		$	(190,204	)	$	(481,039	)	$	45,955		$	1,143,864

See accompanying notes to condensed consolidated financial statements.

Table of Contents

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 ~~September 27, 2014,~~March 28, 2015, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen ~~and thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014, ~~and September 28, 2013,~~ and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the ~~thirty-nine~~thirteen week ~~periods~~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 ~~September 27, 2014~~March 28, 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 ~~28, 2013.~~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 ~~28, 2013.~~27, 2014. The results of operations for the period ended ~~September 27, 2014~~March 28, 2015 are not necessarily indicative of the operating results for the full year.

Inventories

Approximately ~~43%~~41% and 44% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of ~~September~~March 28, 2015 and December 27, 2014, ~~and December 28, 2013,~~ respectively. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value is approximately ~~$47,380~~$43,908 and ~~$45,204~~$47,178 at ~~September 27, 2014~~March 28, 2015 and December ~~28, 2013,~~27, 2014, respectively.

Inventories consisted of the following:

	September 27, 2014		December 28, 2013		March 28, 2015		December 27, 2014

Raw materials and purchased parts	$	185,573	$	179,576	$	187,281	$	179,093
Work-in-process		29,954		27,294		26,078		27,835
Finished goods and manufactured goods		216,498		218,334		210,063		199,772


Subtotal		432,025		425,204		423,422		406,700
Less: LIFO reserve		47,380		45,204		43,908		47,178


	$	384,645	$	380,000
					$	379,514	$	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 thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014, ~~and September 28, 2013,~~ were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended				Thirteen Weeks Ended

	2014		2013		2014		2013		2015		2014
United States	$	4,844	$	66,143	$	141,635	$	253,564	$	32,641	$	71,694
Foreign		34,671		36,585		84,410		100,288		15,804		14,884

												��
	$	39,515	$	102,728	$	226,045	$	353,852
									$	48,445	$	86,578

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 thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~ were as follows:

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended

	2014			2013			2014			2013			2015			2014
Net periodic benefit expense:
Net periodic (benefit) expense:
Interest cost	$	7,274		$	6,535		$	21,783		$	19,593		$	6,111		$	7,197
Expected return on plan assets		(6,605	)		(4,910	)		(19,780	)		(14,723	)		(6,261	)		(6,535	)


Net periodic benefit expense	$	669		$	1,625		$	2,003		$	4,870

Net periodic (benefit) expense													$	(150	)	$	662

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 ~~September 27, 2014, 1,463,600~~March 28, 2015, 1,191,723 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

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~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

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

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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 thirty-nine~~ weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014, ~~and September 28, 2013,~~ respectively, were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended				Thirteen Weeks Ended

	2014		2013		2014		2013		2015		2014
Compensation expense	$	1,242	$	1,308	$	3,767	$	3,935	$	1,350	$	1,263
Income tax benefits		478		504		1,450		1,515		520		486

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

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.

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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)~~

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 ~~$36,308~~$39,718 ($~~27,133~~36,439 at December ~~28, 2013)~~27, 2014) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting ~~Standards Codification 320,~~~~Accounting for Certain Investments in Debt and Equity Securities~~, considering the employee's ability to change investment allocation of their deferred compensation at any time. The Company's ownership in Delta EMD Pty. Ltd. (JSE:DTA) of $8,295 and $13,910 is recorded at fair value at September 27, 2014 and December 28, 2013, respectively. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

Fair Value Measurement Using:

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

Trading Securities
$ 44,603 $ 44,603 $ — $ —

Fair Value Measurement Using:

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

Trading Securities
$ 41,043 $ 41,043 $ — $ —

~~Derivative Instruments~~

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

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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 ~~counterparties~~market price of the shares were proportionately decreased accordingly. The shares are valued at $4,826 and $9,034 as of March 28, 2015 and December 27, 2014, respectively, which ~~was recorded~~is the estimated fair value. Quoted market prices are available for these securities in ~~accumulated other comprehensive income~~an active market and ~~will be amortized~~therefore categorized as a ~~reduction of interest expense over the term of the debt.~~Level 1 input.

			Fair Value Measurement Using:

	Carrying Value March 28, 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	$	44,544	$	44,544	$	—	$	—

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

			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 ~~September 27, 2014~~March 28, 2015 and December ~~28, 2013:~~27, 2014:

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

Balance at December 28, 2013	$	(20,165	)	$	(2,535	)	$	(24,985	)	$	(47,685	)
Balance at December 27, 2014													$	(99,618	)	$	3,879	$	(38,694	)	$	(134,433	)
Current-period comprehensive income (loss)		(30,925	)		6,270			269			(24,386	)		(56,083	)		312		—			(55,771	)


Balance at September 27, 2014	$	(51,090	)	$	3,735		$	(24,716	)	$	(72,071	)

Balance at March 28, 2015													$	(155,701	)	$	4,191	$	(38,694	)	$	(190,204	)

~~Subsequent Events~~

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

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, 2016 and is to be applied retrospectively. Early ~~application~~adoption is not permitted. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position.

Subsequent Event~~Table~~

In April 2015, the Company's Board of ~~Contents~~Directors authorized a broad restructuring plan (the "Plan") of up to $60 million to respond to the market environment in certain businesses. The initial restructuring activities primarily involve consolidation of operations in the Utility segment and consolidation of Asia Pacific operations within the Engineered Infrastructure Products and Coatings segments. Accordingly, the Company expects to incur pre-tax cash severance and property relocation and site closure expenses of $19 million and asset impairments of approximately $11 million. The asset impairments are primarily write-downs of property, plant, and equipment in the Utility, Engineered Infrastructure Products, and Coatings segments. These charges are expected to be incurred over the remainder of 2015.

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars~~ Certain of these initial restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million of goodwill as of March 28, 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, the Company will have to perform an interim goodwill impairment analysis. In addition to this goodwill, the Company is also evaluating other potential restructuring activities authorized under the Plan. In total, these restructuring items could result in ~~thousands, except per share amounts)~~

~~(Unaudited)~~asset impairments of up to $25 million and cash charges of $5 million.

(2) ACQUISITIONS

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

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		85,645
Intangible assets		30,340
Goodwill		14,317

Total fair value of assets acquired	$	203,723

Current liabilities		50,953
Deferred income taxes		14,114
Intercompany note payable		37,448
Long-term debt		8,941

Total fair value of liabilities assumed		111,456
Non-controlling interests		9,232

Net assets acquired	$	83,035

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 will be 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 ~~fourth~~second quarter of ~~2014 in conjunction with the finalization of the trade working capital settlement.~~

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

At March 3,
2014
Current assets
$ 73,421
Property, plant and equipment
85,645
Intangible assets
30,340
Goodwill
14,317

Total fair value of assets acquired
$ 203,723

Current liabilities
50,953
Deferred income taxes
14,114
Intercompany note payable
37,448
Long-term debt
8,941

Total fair value of liabilities assumed
111,456
Non-controlling interests
9,232

Net assets acquired
$ 83,035

The Company's Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine weeks ended September 27, 2014 included net sales of $41,284 and $105,805 and net earnings of $2,466 and $6,568, respectively, resulting from Valmont SM's operations from March 3, 2014 to September 27,2015.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS (Continued)

~~2014. No proforma information~~ 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 ~~2014 has been provided as it does not have a material effect on the financial statements.~~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 ~~$30,340~~$13,500 of the purchase price to acquired intangible assets. The following table summarizes the major classes of ~~Valmont SM's~~Shakespeare acquired intangible assets and the respective ~~weighted average~~weighted-average amortization periods:

	Amount				Amount

Trade Names	$	12,210		Indefinite	$	4,000	Indefinite
Backlog		3,145		1.5
Customer Relationships		14,985		15.0		9,500	12.0

			��
Total Intangible Assets	$	30,340			$	13,500

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

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

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

The Company's Condensed Consolidated Statement of Earnings for the thirteen weeks ended March 28, 2015 included net sales of $41,924 and net earnings of $1,997 resulting from the ~~purchase price allocation is expected to be finalized in~~Valmont SM, AgSense, and Shakespeare acquisitions. The pro forma effect of these acquisitions on the ~~fourth~~first quarter of ~~2014.~~the 2014 Statement of Earnings was as follows:

	Thirteen weeks Ended March 29, 2014

Net sales	$	800,265
Net earnings	$	58,692
Earnings per share—diluted	$	2.18

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(2) ACQUISITIONS (Continued)~~

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

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

Thirteen weeks Ended
September 28, 2013 Thirty-nine weeks Ended
September 28, 2013
Net sales
$ 827,374 $ 2,630,881
Net earnings
$ 60,549 $ 233,437
Earnings per share—diluted
$ 2.25 $ 8.68

(3) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

The components of amortized intangible assets at ~~September~~March 28, 2015 and December 27, 2014 ~~and December 28, 2013~~ were as follows:

	September 27, 2014					March 28, 2015

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	203,018	$	86,175	13 years	$	201,990	$	90,546		13 years
Proprietary Software & Database		3,872		2,983	6 years		3,680		2,954		8 years
Patents & Proprietary Technology		12,694		8,258	8 years		12,109		8,712		8 years
Other		4,499		2,584	3 years		3,997		3,216		3 years


	$	224,083	$	100,000
						$	221,776	$	105,428

	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

Amortization expense for intangible assets for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively was as follows:

Thirteen Weeks Ended

2015	2014
$4,913	$	4,103

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

	Estimated Amortization Expense

2015	$	17,039
2016		16,607
2017		15,871
2018		14,227
2019		13,423

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

December 28, 2013

Gross
Carrying
Amount Accumulated
Amortization Weighted
Average
Life
Customer Relationships
$ 177,495 $ 76,024 13 years
Proprietary Software & Database
3,896 2,896 6 years
Patents & Proprietary Technology
11,334 7,239 8 years
Other
1,620 1,438 6 years

$ 194,345 $ 87,597

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

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

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

Estimated
Amortization
Expense
2014
$ 19,489
2015
17,182
2016
16,719
2017
16,519
2018
14,863

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

~~Table of Contents~~

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(3) GOODWILL AND INTANGIBLE ASSETS (Continued)~~

Non-amortized intangible assets

Intangible assets with indefinite lives are not amortized. The carrying values of trade names at ~~September~~March 28, 2015 and December 27, 2014 ~~and December 28, 2013~~ were as follows:

	September 27, 2014		December 28, 2013			March 28, 2015		December 27, 2014

Webforge	$	17,595	$	17,787	2010	$	16,052	$	16,801	2010
Valmont SM		11,285		—	2014		9,043		10,818	2014
Newmark		11,111		11,111	2004		11,111		11,111	2004
Ingal EPS/Ingal Civil Products		9,286		9,387	2010		8,472		8,867	2010
Donhad		7,006		7,082	2010		6,391		6,689	2010
Shakespeare							4,000		4,000	2014
Industrial Galvanizers		4,073		4,117	2010		3,716		3,889	2010
Other		15,380		14,685			14,257		14,852


	$	75,736	$	64,169
						$	73,042	$	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 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 ~~September~~March 28, 2015 and December 27, 2014 ~~and December 28, 2013~~ was as follows:

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

Balance at December 28, 2013	$	175,442		$	75,404	$	77,062		$	2,420		$	19,304		$	349,632
Acquisitions		14,317			—		—			17,343			—			31,660
Balance at December 27, 2014																		$	197,074		$	75,404	$	74,862		$	19,536		$	18,235		$	385,111
Foreign currency translation		(6,194	)		—		(729	)		(18	)		(207	)		(7,148	)		(8,654	)		—		(1,667	)		(89	)		(813	)		(11,223	)


Balance at September 27, 2014	$	183,565		$	75,404	$	76,333		$	19,745		$	19,097		$	374,144

Balance at March 28, 2015																		$	188,420		$	75,404	$	73,195		$	19,447		$	17,422		$	373,888

~~The goodwill from acquisitions arose from the acquisition~~Table of ~~Valmont SM~~Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in ~~the first quarter, and the purchase of 51% ownership in AgSense in the third quarter of 2014.~~thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

The Company's goodwill was tested for impairment during the third quarter of 2014. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company continues to monitor changes in the global economy that

~~Table of Contents~~

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(3) GOODWILL AND INTANGIBLE ASSETS (Continued)~~

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

(4) CASH FLOW SUPPLEMENTARY INFORMATION

The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the ~~thirty-nine~~thirteen weeks ended ~~September 27,~~March 28, 2015 and March 29, 2014 ~~and September 28, 2013~~ were as follows:

	2014		2013		2015		2014

Interest	$	23,199	$	17,010	$	510	$	736
Income taxes		94,493		149,529		5,047		13,345

On May 13, 2014, the Company announced a new capital allocation philosophy which increased the dividend by 50% and covered a share repurchase program of up to $500 million of the Company's outstanding common stock to be acquired from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. 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 ~~September 27, 2014,~~March 28, 2015, the Company has acquired ~~2,126,392~~3,309,376 shares for approximately ~~$316.3 million.~~$467.9 million under the share repurchase program.

(5) EARNINGS PER SHARE

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

	Basic EPS		Dilutive Effect of Stock Options			Diluted EPS		Basic EPS		Dilutive Effect of Stock Options			Diluted EPS

Thirteen weeks ended September 27, 2014:
Thirteen weeks ended March 28, 2015:
Net earnings attributable to Valmont Industries, Inc.	$	23,559	$	—		$	23,559	$	30,739	$	—		$	30,739
Shares outstanding		25,287		226			25,513		23,868		114			23,982
Per share amount	$	0.93	$	(0.01	)	$	0.92	$	1.29	$	(0.01	)	$	1.28
Thirteen weeks ended September 28, 2013:
Thirteen weeks ended March 29, 2014:
Net earnings attributable to Valmont Industries, Inc.	$	56,489	$	—		$	56,489	$	55,980	$	—		$	55,980
Shares outstanding		26,665		254			26,919		26,715		235			26,950
Per share amount	$	2.12	$	(0.02	)	$	2.10	$	2.10	$	(0.02	)	$	2.08
Thirty-nine weeks ended September 27, 2014:
Net earnings attributable to Valmont Industries, Inc.	$	143,515	$	—		$	143,515
Shares outstanding		26,208		231			26,439
Per share amount	$	5.48	$	(0.05	)	$	5.43
Thirty-nine weeks ended September 28, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	223,621	$	—		$	223,621
Shares outstanding		26,632		264			26,896
Per share amount	$	8.40	$	(0.09	)	$	8.31

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) EARNINGS PER SHARE (Continued)

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

At ~~September 27,~~March 28, 2015 and March 29, 2014, there were ~~273,170~~452,103 and 1,172 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, ~~for the thirteen and thirty-nine weeks ending September 27, 2014. At September 28, 2013, there were 1,172 outstanding stock options with exercise prices exceeding the market price of common stock.~~respectively.

(6) ~~LONG-TERM DEBT~~

September 27,
2014 December 28,
2013
5.00% senior unsecured notes due 2044(a)
$ 250,000 $ —
5.25% senior unsecured notes due 2054(b)
250,000 —
Unamortized discount on 5.00% and 5.25% senior unsecured notes(a and b)
(4,460 ) —
6.625% senior unsecured notes due 2020(c)
250,200 450,000
Unamortized premium on 6.625% senior unsecured notes(c)
5,650 11,241
Revolving credit agreement(d)
— —
IDR Bonds(e)
8,500 8,500
Other notes
8,909 1,368

Total long-term debt
768,799 471,109
Less current installments of long-term debt
188 202

Long-term debt, excluding current installments
$ 768,611 $ 470,907

~~(a)~~: The 5.00% senior unsecured notes due 2044 include an aggregate principle amount of $250,000 on which interest is paid and an unamortized discount balance of $1,160 at September 27, 2014. The notes bear interest at 5.000% per annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company.
~~(b)~~: The 5.25% senior unsecured notes due 2054 include an aggregate principle amount of $250,000 on which interest is paid and an unamortized discount balance of $3,300 at September 27, 2014. The notes bear interest at 5.250% per annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in

~~Table of Contents~~

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(6) LONG-TERM DEBT (Continued)~~

~~part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company.~~

~~(c)~~

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

~~(d)~~

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

~~(i)~~

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

~~(ii)~~

~~the higher of~~

•: ~~the prime lending rate,~~
•: ~~the Federal Funds rate plus 50 basis points, and~~
•: ~~LIBOR (based on a 1 month interest period) plus 100 basis points,~~

~~Plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company's senior debt published by Standard & Poor's Rating Services and Moody's Investors Service, Inc.~~

At September 27, 2014, the Company had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit additional borrowing capability under the agreement. At October 21, 2014, the Company had the ability to borrow $582.4 million under this facility. Standby letters of credit totaling $17.6 million related to various insurance obligations were outstanding at October 21, 2014 and reduce the amount available to borrow under this agreement.

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

~~Table of Contents~~

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(6) LONG-TERM DEBT (Continued)~~

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

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

~~(7)~~ BUSINESS SEGMENTS

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

Reportable segments are as follows:

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

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

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

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

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

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

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(7)~~(6) BUSINESS SEGMENTS (Continued)

Summary by Business

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended

	September 27, 2014			September 28, 2013			September 27, 2014			September 28, 2013			March 28, 2015			March 29, 2014
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	158,977		$	171,991		$	462,707		$	480,648		$	145,267		$	138,977
Communication Products		45,952			38,674			119,456			102,067			32,556			29,886
Offshore Structures		41,284			—			105,805			—			24,848			17,304
Access Systems		48,686			49,618			139,745			151,874			35,722			42,295


Engineered Infrastructure Products segment		294,899			260,283			827,713			734,589			238,393			228,462
Utility Support Structures segment:
Steel		156,112			199,912			527,123			611,573			158,273			191,437
Concrete		25,073			29,508			81,819			85,728			18,068			23,290


Utility Support Structures segment		181,185			229,420			608,942			697,301			176,341			214,727
Coatings segment		86,735			89,009			254,063			272,052			74,360			82,171
Irrigation segment		174,288			175,120			606,938			690,002			154,476			212,733
Other		60,838			71,836			181,226			233,384			53,858			58,602


Total		797,945			825,668			2,478,882			2,627,328			697,428			796,695
INTERSEGMENT SALES:
Engineered Infrastructure Products segment		10,696			24,970			48,427			76,591			7,074			19,565
Utility Support Structures segment		626			489			2,146			1,199			289			495
Coatings segment		13,166			13,697			42,889			42,475			12,547			14,953
Irrigation segment		1			4			14			5			9			9
Other		7,788			8,476			25,399			30,737			7,111			9,933


Total		32,277			47,636			118,875			151,007			27,030			44,955
NET SALES:
Engineered Infrastructure Products segment		284,203			235,313			779,286			657,998			231,319			208,897
Utility Support Structures segment		180,559			228,931			606,796			696,102			176,052			214,232
Coatings segment		73,569			75,312			211,174			229,577			61,813			67,218
Irrigation segment		174,287			175,116			606,924			689,997			154,467			212,724
Other		53,050			63,360			155,827			202,647			46,747			48,669


Total	$	765,668		$	778,032		$	2,360,007		$	2,476,321		$	670,398		$	751,740





OPERATING INCOME:
Engineered Infrastructure Products segment	$	33,200		$	25,689		$	75,534		$	61,026		$	11,982		$	13,709
Utility Support Structures segment		16,975			41,491			76,107			129,767			15,357			32,757
Coatings segment		17,554			19,833			47,260			56,805			10,999			13,886
Irrigation segment		26,888			31,145			111,507			149,878			24,302			43,146
Other		6,211			9,978			23,104			33,790			6,598			8,550
Corporate		(13,025	)		(18,235	)		(42,085	)		(58,910	)		(11,555	)		(13,200	)


Total	$	87,803		$	109,901		$	291,427		$	372,356		$	57,683		$	98,848

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

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

In the fourth quarter of 2014, a subsidiary of the Company ~~classified "Equity in earnings~~was removed as a guarantor of ~~nonconsolidated subsidiaries"~~our revolving credit facility, and consequently was removed as an adjustment to reconcile net earnings to operating cash flows, as part of "Net cash flows from operating activities" in the Condensed Consolidating Statement of Cash Flows. In the 2013 Condensed Consolidating Statement of Cash Flows, these amounts were classified within "Other, net", as part of "Net cash flows from investing activities". The Company revised its presentation for 2013 with respect to the supplemental information included in this footnote in order to achieve comparability in the Condensed Consolidating Statements of Cash Flows.

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

The "Non-Guarantor" and "Total" columns were not affected by any of these revisions. There was also no effect on the consolidated (total) net cash flows or any other statements in this footnote. The following is a ~~reconciliation~~guarantor of the ~~columns affected~~notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure. Consolidated financial information for ~~2013.~~the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended March 28, 2015

Parent Parent Guarantor Guarantor Eliminations Eliminations

As previously
reported As revised As
previously
reported As revised As previously
reported As revised
2013

Cash flows from operating activities:

Equity in earnings of nonconsolidated subsidiaries
$ (341 ) $ (121,211 ) $ — $ (48,927 ) $ — $ 169,797
Net cash flows from operating activities
239,277 118,407 77,264 28,337 (166,675 ) 3,122
Cash flows from investing activities:

Other, net
(68,447 ) 52,423 (105,512 ) (56,585 ) 166,675 (3,122 )
Net cash flows from investing activities
(107,989 ) 12,881 (123,858 ) (74,931 ) 166,675 (3,122 )

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	329,131		$	95,948		$	302,236		$	(56,917	)	$	670,398
Cost of sales		249,867			74,896			236,985			(56,804	)		504,944

Gross profit		79,264			21,052			65,251			(113	)		165,454
Selling, general and administrative expenses		48,042			11,297			48,432			—			107,771

Operating income		31,222			9,755			16,819			(113	)		57,683

Other income (expense):
Interest expense		(10,832	)		—			(296	)		—			(11,128	)
Interest income		9			2			863			—			874
Other		(649	)		(24	)		1,689			—			1,016

		(11,472	)		(22	)		2,256			—			(9,238	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		19,750			9,733			19,075			(113	)		48,445

Income tax expense (benefit):
Current		1,392			4,627			5,797			(42	)		11,774
Deferred		5,469			(533	)		228			—			5,164

		6,861			4,094			6,025			(42	)		16,938

Earnings before equity in earnings of nonconsolidated subsidiaries		12,889			5,639			13,050			(71	)		31,507
Equity in earnings of nonconsolidated subsidiaries		17,850			4,305			—			(22,155	)		—

Net earnings		30,739			9,944			13,050			(22,226	)		31,507
Less: Earnings attributable to noncontrolling interests		—			—			(768	)		—			(768	)

Net earnings attributable to Valmont Industries, Inc	$	30,739		$	9,944		$	12,282		$	(22,226	)	$	30,739

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended ~~September 27,~~March 29, 2014

	Parent			Guarantors			Non- Guarantors			Eliminations			Total			Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	313,775		$	120,016		$	384,564		$	(52,687	)	$	765,668		$	376,642		$	135,897		$	300,281		$	(61,080	)	$	751,740
Cost of sales		234,085			92,091			292,722			(52,730	)		566,168			271,759			99,816			234,634			(61,451	)		544,758


Gross profit		79,690			27,925			91,842			43			199,500			104,883			36,081			65,647			371			206,982
Selling, general and administrative expenses		48,560			12,145			50,992			—			111,697			47,790			12,991			47,353			—			108,134


Operating income		31,130			15,780			40,850			43			87,803			57,093			23,090			18,294			371			98,848


Other income (expense):
Interest expense		(8,061	)		(11,288	)		(655	)		11,288			(8,716	)		(7,675	)		—			(522	)		—			(8,197	)
Interest income		2			161			12,602			(11,288	)		1,477			20			183			1,536			—			1,739
Costs associated with refinancing of debt		(38,705	)		—			—			—			(38,705	)
Other		(196	)		(149	)		(1,999	)		—			(2,344	)		67			(492	)		(5,387	)		—			(5,812	)


		(46,960	)		(11,276	)		9,948			—			(48,288	)
																	(7,588	)		(309	)		(4,373	)		—			(12,270	)
																��
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		(15,830	)		4,504			50,798			43			39,515			49,505			22,781			13,921			371			86,578


Income tax expense (benefit):
Current		9,296			3,600			10,397			(3	)		23,290			19,878			8,054			4,902			104			32,938
Deferred		(12,430	)		(342	)		3,708			—			(9,064	)		(1,843	)		(412	)		(668	)		—			(2,923	)


		(3,134	)		3,258			14,105			(3	)		14,226
																	18,035			7,642			4,234			104			30,015

Earnings before equity in earnings of nonconsolidated subsidiaries		(12,696	)		1,246			36,693			46			25,289			31,470			15,139			9,687			267			56,563
Equity in earnings of nonconsolidated subsidiaries		36,255			17,026			—			(53,285	)		(4	)		24,510			545			—			(25,055	)		—


Net earnings		23,559			18,272			36,693			(53,239	)		25,285			55,980			15,684			9,687			(24,788	)		56,563
Less: Earnings attributable to noncontrolling interests		—			—			(1,726	)		—			(1,726	)		—			—			(583	)		—			(583	)


Net earnings attributable to Valmont Industries, Inc	$	23,559		$	18,272		$	34,967		$	(53,239	)	$	23,559		$	55,980		$	15,684		$	9,104		$	(24,788	)	$	55,980

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF ~~EARNINGS~~COMPREHENSIVE INCOME
For the ~~Thirty-nine~~Thirteen weeks ended ~~September 27, 2014~~March 28, 2015

Parent Guarantors Non-
Guarantors Eliminations Total
Net sales
$ 1,069,059 $ 380,327 $ 1,072,560 $ (161,939 ) $ 2,360,007
Cost of sales
785,898 283,443 826,120 (162,413 ) 1,733,048

Gross profit
283,161 96,884 246,440 474 626,959
Selling, general and administrative expenses
146,514 37,806 151,212 — 335,532

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

Other income (expense):

Interest expense
(23,427 ) (33,505 ) (1,790 ) 33,505 (25,217 )
Interest income
28 496 37,774 (33,505 ) 4,793
Costs associated with refinancing of debt
(38,705 ) — — — (38,705 )
Other
1,625 (501 ) (7,377 ) — (6,253 )

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

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
76,168 25,568 123,835 474 226,045

Income tax expense (benefit):

Current
38,489 11,813 31,914 129 82,345
Deferred
(6,601 ) 1,325 1,242 — (4,034 )

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

Earnings before equity in earnings of nonconsolidated subsidiaries
44,280 12,430 90,679 345 147,734
Equity in earnings of nonconsolidated subsidiaries

99,235
42,929
—
(142,198
)
(34
)

Net earnings
143,515 55,359 90,679 (141,853 ) 147,700
Less: Earnings attributable to noncontrolling interests
— — (4,185 ) — (4,185 )

Net earnings attributable to Valmont Industries, Inc
$ 143,515 $ 55,359 $ 86,494 $ (141,853 ) $ 143,515

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net earnings	$	30,739		$	9,944		$	13,050		$	(22,226	)	$	31,507

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(8,888	)		(49,290	)		—			(58,178	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		18			—			—			—			18
Gain on cash flow hedges		92			—			202						294
Equity in other comprehensive income		(55,881	)		—			—			55,881			—

Other comprehensive income (loss)		(55,771	)		(8,888	)		(49,688	)		55,881			(57,866	)

Comprehensive income		(25,032	)		1,056			(36,038	)		33,655			(26,359	)
Comprehensive income attributable to noncontrolling interests		—			—			1,327			—			1,327

Comprehensive income attributable to Valmont Industries, Inc.	$	(25,032	)	$	1,056		$	(39,711	)	$	33,655		$	(25,032	)

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF ~~EARNINGS~~COMPREHENSIVE INCOME
For the Thirteen weeks ended ~~September 28, 2013~~March 29, 2014

Parent Guarantors Non-
Guarantors Eliminations Total
Net sales
$ 331,525 $ 161,432 $ 366,522 $ (81,447 ) $ 778,032
Cost of sales
238,692 121,870 273,317 (81,411 ) 552,468

Gross profit
92,833 39,562 93,205 (36 ) 225,564
Selling, general and administrative expenses
51,621 14,530 49,512 — 115,663

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

Other income (expense):

Interest expense
(7,724 ) (11,122 ) (425 ) 11,122 (8,149 )
Interest income
18 242 12,422 (11,122 ) 1,560
Other
1,422 9 (2,015 ) — (584 )

(6,284 ) (10,871 ) 9,982 — (7,173 )

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
34,928 14,161 53,675 (36 ) 102,728

Income tax expense (benefit):

Current
19,473 7,419 13,631 (65 ) 40,458
Deferred
(4,969 ) (360 ) 8,783 — 3,454

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

Earnings before equity in earnings of nonconsolidated subsidiaries
20,424 7,102 31,261 29 58,816
Equity in earnings of nonconsolidated subsidiaries

36,065
6,542
—
(42,532
)
75

Net earnings
56,489 13,644 31,261 (42,503 ) 58,891
Less: Earnings attributable to noncontrolling interests
— — (2,402 ) — (2,402 )

Net earnings attributable to Valmont Industries, Inc
$ 56,489 $ 13,644 $ 28,859 $ (42,503 ) $ 56,489

~~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 Thirty-nine weeks ended September 28, 2013~~

Parent Guarantors Non-
Guarantors Eliminations Total
Net sales
$ 1,174,955 $ 501,308 $ 1,052,733 $ (252,675 ) $ 2,476,321
Cost of sales
837,321 377,158 795,182 (255,744 ) 1,753,917

Gross profit
337,634 124,150 257,551 3,069 722,404
Selling, general and administrative expenses
157,367 42,871 149,810 — 350,048

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

Other income (expense):

Interest expense
(23,115 ) (35,696 ) (1,249 ) 35,696 (24,364 )
Interest income
33 732 39,696 (35,696 ) 4,765
Other
3,224 55 (2,184 ) — 1,095

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

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
160,409 46,370 144,004 3,069 353,852

Income tax expense (benefit):

Current
65,472 20,801 40,283 772 127,328
Deferred
(7,473 ) 1,342 4,856 — (1,275 )

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

Earnings before equity in earnings of nonconsolidated subsidiaries
102,410 24,227 98,865 2,297 227,799
Equity in earnings of nonconsolidated subsidiaries

121,211
48,927
207
(169,797
)
548
��

Net earnings
223,621 73,154 99,072 (167,500 ) 228,347
Less: Earnings attributable to noncontrolling interests
— — (4,726 ) — (4,726 )

Net earnings attributable to Valmont Industries, Inc
$ 223,621 $ 73,154 $ 94,346 $ (167,500 ) $ 223,621

	Parent		Guarantors		Non- Guarantors			Eliminations			Total

Net earnings	$	55,980	$	15,684	$	9,687		$	(24,788	)	$	56,563

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—		1,189		10,448			—			11,637
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100		—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—		—		(233	)		—			(233	)
Equity in other comprehensive income		12,075		—		—			(12,075	)		—

Other comprehensive income (loss)		12,175		1,189		10,215			(12,075	)		11,504

Comprehensive income		68,155		16,873		19,902			(36,863	)		68,067
Comprehensive income attributable to noncontrolling interests		—		—		88			—			88

Comprehensive income attributable to Valmont Industries, Inc.	$	68,155	$	16,873	$	19,990		$	(36,863	)	$	68,155

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME~~BALANCE SHEETS
~~For the Thirteen weeks ended September 27, 2014~~March 28, 2015

Parent Guarantors Non-
Guarantors Eliminations Total
Net earnings
$ 23,559 $ 18,272 $ 36,693 $ (53,239 ) $ 25,285

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized gains (losses) arising during the period
— 37,807 (96,808 ) — (59,001 )
Unrealized loss on cash flow hedge:

Amortization cost included in interest expense
100 — 283 — 383
Realized loss included in net earnings during the period
983 — — — 983
Gain on cash flow hedges
4,837 — — — 4,837
Actuarial gain (loss) in defined benefit pension plan liability
— — 1,116 — 1,116
Equity in other comprehensive income

(55,787
)
—
—
55,787
—

Other comprehensive income (loss)
(49,867 ) 37,807 (95,409 ) 55,787 (51,682 )

Comprehensive income
(26,308 ) 56,079 (58,716 ) 2,548 (26,397 )
Comprehensive income attributable to noncontrolling interests
— — 89 — 89

Comprehensive income attributable to Valmont Industries, Inc.
$ (26,308 ) $ 56,079 $ (58,627 ) $ 2,548 $ (26,308 )

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

ASSETS
Current assets:
Cash and cash equivalents	$	25,571		$	1,367		$	291,428		$	—		$	318,366
Receivables, net		163,095			61,818			278,736			—			503,649
Inventories		122,962			65,221			194,400			(3,069	)		379,514
Prepaid expenses		4,806			753			42,785			—			48,344
Refundable and deferred income taxes		39,909			6,397			6,726			—			53,032

Total current assets		356,343			135,556			814,075			(3,069	)		1,302,905

Property, plant and equipment, at cost		561,174			125,618			437,459			—			1,124,251
Less accumulated depreciation and amortization		326,839			67,383			143,283			—			537,505

Net property, plant and equipment		234,335			58,235			294,176			—			586,746

Goodwill		20,108			107,542			246,238			—			373,888
Other intangible assets		279			42,439			146,672			—			189,390
Investment in subsidiaries and intercompany accounts		1,405,751			821,802			896,850			(3,124,403	)		—
Other assets		49,615			—			81,586			—			131,201

Total assets	$	2,066,431		$	1,165,574		$	2,479,597		$	(3,127,472	)	$	2,584,130



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	213		$	—		$	857		$	—		$	1,070
Notes payable to banks		—			—			14,459			—			14,459
Accounts payable		64,251			13,709			111,389			—			189,349
Accrued employee compensation and benefits		32,270			4,359			34,559			—			71,188
Accrued expenses		44,316			6,077			48,243			—			98,636
Dividends payable		8,889			—			—			—			8,889

Total current liabilities		149,939			24,145			209,507			—			383,591

Deferred income taxes		3,906			28,658			33,765						66,329
Long-term debt, excluding current installments		759,682			—			6,080						765,762
Defined benefit pension liability		—						127,708						127,708
Deferred compensation		45,121			—			5,906						51,027
Other noncurrent liabilities		9,874			—			35,975						45,849
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		1,741,252			562,619			409,583			(972,202	)		1,741,252
Accumulated other comprehensive income (loss)		(190,204	)		(58,084	)		(141,972	)		200,056			(190,204	)
Treasury stock		(481,039	)		—			—			—			(481,039	)

Total Valmont Industries, Inc. shareholders' equity		1,097,909			1,112,771			2,014,701			(3,127,472	)		1,097,909

Noncontrolling interest in consolidated subsidiaries		—			—			45,955			—			45,955

Total shareholders' equity		1,097,909			1,112,771			2,060,656			(3,127,472	)		1,143,864

Total liabilities and shareholders' equity	$	2,066,431		$	1,165,574		$	2,479,597		$	(3,127,472	)	$	2,584,130

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

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

Parent Guarantors Non-
Guarantors Eliminations Total
Net earnings
$ 143,515 $ 55,359 $ 90,679 $ (141,853 ) $ 147,700

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized gains (losses) arising during the period
8,492 (41,987 ) — (33,495 )
Unrealized loss on cash flow hedge:

Amortization cost included in interest expense
300 — 150 — 450
Realized loss included in net earnings during the period
983 — — — 983
Gain on cash flow hedges
4,837 — — — 4,837
Actuarial gain (loss) in defined benefit pension plan liability
— — 269 — 269
Equity in other comprehensive income

(30,506
)
—
30,506
—

Other comprehensive income (loss)
(24,386 ) 8,492 (41,568 ) 30,506 (26,956 )

Comprehensive income
119,129 63,851 49,111 (111,347 ) 120,744
Comprehensive income attributable to noncontrolling interests
— — (1,615 ) — (1,615 )

Comprehensive income attributable to Valmont Industries, Inc.
$ 119,129 $ 63,851 $ 47,496 $ (111,347 ) $ 119,129

~~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 September 28, 2013~~

Parent Guarantors Non-
Guarantors Eliminations Total
Net earnings
$ 56,489 $ 13,644 $ 31,261 $ (42,503 ) $ 58,891

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized gains (losses) arising during the period
— 30,221 (12,097 ) — 18,124
Unrealized loss on cash flow hedge:

Amortization cost included in interest expense
100 — — — 100
Actuarial gain (loss) in defined benefit pension plan liability
— — 857 — 857
Equity in other comprehensive income

19,227
—
—
(19,227
)
—

Other comprehensive income (loss)
19,327 30,221 (11,240 ) (19,227 ) 19,081

Comprehensive income
75,816 43,865 20,021 (61,730 ) 77,972
Comprehensive income attributable to noncontrolling interests
— — (2,156 ) — (2,156 )

Comprehensive income attributable to Valmont Industries, Inc.
$ 75,816 $ 43,865 $ 17,865 $ (61,730 ) $ 75,816

~~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 Thirty-nine weeks ended September 28, 2013~~

Parent Guarantors Non-
Guarantors Eliminations Total
Net earnings
$ 223,621 $ 73,154 $ 99,072 $ (167,500 ) $ 228,347

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized gains (losses) arising during the period
— 57,707 (102,165 ) — (44,458 )
Realized (loss) included in net earnings during the period
— — (5,194 ) — (5,194 )
Unrealized loss on cash flow hedge:

Amortization cost included in interest expense
300 — — — 300
Actuarial gain (loss) in defined benefit pension plan liability
— — (37 ) — (37 )
Equity in other comprehensive income

(43,930
)
—
—
43,930
—

Other comprehensive income (loss)
(43,630 ) 57,707 (107,396 ) 43,930 (49,389 )

Comprehensive income
179,991 130,861 (8,324 ) (123,570 ) 178,958
Comprehensive income attributable to noncontrolling interests
— — 1,033 — 1,033

Comprehensive income attributable to Valmont Industries, Inc.
$ 179,991 $ 130,861 $ (7,291 ) $ (123,570 ) $ 179,991

	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)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF CASH FLOWS
~~September 27, 2014~~For the Thirteen Weeks Ended March 28, 2015

Parent Guarantors Non-Guarantors Eliminations Total
ASSETS

Current assets:

Cash and cash equivalents
$ 153,921 $ 3,663 $ 294,634 $ — $ 452,218
Receivables, net
158,080 78,808 333,922 — 570,810
Inventories
130,039 65,194 189,412 — 384,645
Prepaid expenses
6,948 759 56,966 — 64,673
Refundable and deferred income taxes
46,233 6,396 11,809 — 64,438

Total current assets
495,221 154,820 886,743 — 1,536,784

Property, plant and equipment, at cost
555,552 126,438 456,431 — 1,138,421
Less accumulated depreciation and amortization
316,637 66,509 138,723 — 521,869

Net property, plant and equipment
238,915 59,929 317,708 — 616,552

Goodwill
20,108 107,542 246,494 — 374,144
Other intangible assets
306 44,847 154,666 — 199,819
Investment in subsidiaries and intercompany accounts
1,477,670 1,489,054 564,888 (3,531,612 ) —
Other assets
44,958 — 90,464 — 135,422

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

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Current installments of long-term debt
$ 188 $ — $ — $ — $ 188
Notes payable to banks
— — 17,863 — 17,863
Accounts payable
59,365 16,720 133,911 — 209,996
Accrued employee compensation and benefits
49,004 5,508 39,947 — 94,459
Accrued expenses
35,806 6,223 51,454 — 93,483
Dividends payable
9,299 — — — 9,299

Total current liabilities
153,662 28,451 243,175 — 425,288

Deferred income taxes
2,575 28,649 45,383 — 76,607
Long-term debt, excluding current installments
760,130 507,362 8,481 (507,362 ) 768,611
Defined benefit pension liability
— — 136,808 — 136,808
Deferred compensation
41,629 — 6,385 — 48,014
Other noncurrent liabilities
9,561 — 39,146 — 48,707
Shareholders' equity:

Common stock of $1 par value
27,900 457,950 254,982 (712,932 ) 27,900
Additional paid-in capital
— 150,286 1,034,236 (1,184,522 ) —
Retained earnings
1,687,536 608,558 505,735 (1,114,293 ) 1,687,536
Accumulated other comprehensive income (loss)
(72,071 ) 74,936 (62,433 ) (12,503 ) (72,071 )
Treasury stock
(333,744 ) — — — (333,744 )

Total Valmont Industries, Inc. shareholders' equity
1,309,621 1,291,730 1,732,520 (3,024,250 ) 1,309,621

Noncontrolling interest in consolidated subsidiaries
— — 49,065 — 49,065

Total shareholders' equity
1,309,621 1,291,730 1,781,585 (3,024,250 ) 1,358,686

Total liabilities and shareholders' equity
$ 2,277,178 $ 1,856,192 $ 2,260,963 $ (3,531,612 ) $ 2,862,721

	Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operating activities:
Net earnings	$	30,739		$	9,944		$	13,050		$	(22,226	)	$	31,507
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		7,478			3,151			13,272			—			23,901
Loss on investment		—			—			4,415			—			4,415
Stock-based compensation		1,761			—			—			—			1,761
Defined benefit pension plan expense		—			—			(150	)					(150	)
Contribution to defined benefit pension plan		—			—			(15,735	)		—			(15,735	)
Gain on sale of property, plant and equipment		(13	)		(10	)		(113	)		—			(136	)
Equity in earnings in nonconsolidated subsidiaries		(17,850	)		(4,305	)		—			22,155			—
Deferred income taxes		5,469			(533	)		228			—			5,164
Changes in assets and liabilities (net of acquisitions):
Receivables		(4,779	)		6,595			16,768			—			18,584
Inventories		4,897			(10,307	)		(21,631	)		—			(27,041	)
Prepaid expenses		2,282			(251	)		2,923			—			4,954
Accounts payable		4,358			(1,442	)		(4,177	)		—			(1,261	)
Accrued expenses		(2,966	)		(1,001	)		(1,357	)		—			(5,324	)
Other noncurrent liabilities		1,834			—			(150	)		—			1,684
Income taxes payable (refundable)		6,252			(4	)		6,957			—			13,205

Net cash flows from operating activities		39,462			1,837			14,300			(71	)		55,528

Cash flows from investing activities:
Purchase of property, plant and equipment		(4,995	)		(1,492	)		(10,128	)		—			(16,615	)
Proceeds from sale of assets		15			19			151			—			185
Acquisitions, net of cash acquired		—			—			—			—			—
Other, net		3,257			(1,130	)		732			71			2,930

Net cash flows from investing activities		(1,723	)		(2,603	)		(9,245	)		71			(13,500	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			1,155			—			1,155
Proceeds from long-term borrowings		—			—			—			—			—
Principal payments on long-term borrowings		—			—			(224	)		—			(224	)
Settlement of financial derivative		—			—			—			—			—
Dividends paid		(9,086	)		—			—			—			(9,086	)
Intercompany dividends		—			—			—			—			—
Dividends to noncontrolling interest		—			—			(1,290	)		—			(1,290	)
Proceeds from exercises under stock plans		1,760			—			—			—			1,760
Excess tax benefits from stock option exercises		345			—			—			—			345
Purchase of treasury shares		(72,900	)		—			—			—			(72,900	)
Purchase of common treasury shares—stock plan exercises:		(2,156	)		—			—			—			(2,156	)

Net cash flows from financing activities		(82,037	)		—			(359	)		—			(82,396	)

Effect of exchange rate changes on cash and cash equivalents		—			(24	)		(12,821	)		—			(12,845	)

Net change in cash and cash equivalents		(44,298	)		(790	)		(8,125	)		—			(53,213	)
Cash and cash equivalents—beginning of year		69,869			2,157			299,553			—			371,579

Cash and cash equivalents—end of period	$	25,571		$	1,367		$	291,428		$	—		$	318,366

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 28, 2013~~

Parent Guarantors Non-Guarantors Eliminations Total
ASSETS

Current assets:

Cash and cash equivalents
$ 215,576 $ 49,053 $ 349,077 $ — $ 613,706
Receivables, net
139,179 108,646 267,615 — 515,440
Inventories
132,953 70,231 176,816 — 380,000
Prepaid expenses
4,735 932 17,330 — 22,997
Refundable and deferred income taxes
41,167 8,351 16,179 — 65,697

Total current assets
533,610 237,213 827,017 — 1,597,840

Property, plant and equipment, at cost
522,734 125,764 368,628 — 1,017,126
Less accumulated depreciation and amortization
300,066 61,520 121,330 — 482,916

Net property, plant and equipment
222,668 64,244 247,298 — 534,210

Goodwill
20,108 107,542 221,982 — 349,632
Other intangible assets
346 48,461 122,110 — 170,917
Investment in subsidiaries and intercompany accounts
1,417,425 �� 1,367,308 518,059 (3,302,792 ) —
Other assets
30,759 — 93,136 — 123,895

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

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Current installments of long-term debt
$ 188 $ — $ 14 $ — $ 202
Notes payable to banks
— — 19,024 — 19,024
Accounts payable
62,153 20,365 133,603 — 216,121
Accrued employee compensation and benefits
76,370 13,713 32,884 — 122,967
Accrued expenses
28,362 7,315 35,883 — 71,560
Dividends payable
6,706 — — — 6,706

Total current liabilities
173,779 41,393 221,408 — 436,580

Deferred income taxes
18,983 29,279 30,662 — 78,924
Long-term debt, excluding current installments
470,175 514,223 732 (514,223 ) 470,907
Defined benefit pension liability
— — 154,397 — 154,397
Deferred compensation
32,339 — 6,770 — 39,109
Other noncurrent liabilities
7,615 — 44,116 — 51,731
Shareholders' equity:

Common stock of $1 par value
27,900 457,950 254,982 (712,932 ) 27,900
Additional paid-in capital
— 150,286 891,236 (1,041,522 ) —
Retained earnings
1,562,670 565,193 517,703 (1,082,896 ) 1,562,670
Accumulated other comprehensive income
(47,685 ) 66,444 (115,225 ) 48,781 (47,685 )
Treasury stock
(20,860 ) — — — (20,860 )

Total Valmont Industries, Inc. shareholders' equity
1,522,025 1,239,873 1,548,696 (2,788,569 ) 1,522,025

Noncontrolling interest in consolidated subsidiaries
— — 22,821 — 22,821

Total shareholders' equity
1,522,025 1,239,873 1,571,517 (2,788,569 ) 1,544,846

Total liabilities and shareholders' equity
$ 2,224,916 $ 1,824,768 $ 2,029,602 $ (3,302,792 ) $ 2,776,494

~~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 Thirty-nine Weeks Ended September 27, 2014~~

Parent Guarantors Non-Guarantors Eliminations Total
Cash flows from operating activities:

Net earnings
$ 143,515 $ 55,359 $ 90,679 $ (141,853 ) $ 147,700
Adjustments to reconcile net earnings to net cash flows from operations:

Depreciation and amortization
17,094 9,804 37,562 — 64,460
Loss on investment
— — 4,859 — 4,859
Non-cash debt refinancing costs
(2,478 ) — — — (2,478 )
Stock-based compensation
5,444 — — — 5,444
Change in fair value of contingent consideration
— — 4,300 — 4,300
Defined benefit pension plan expense
— — 2,003 — 2,003
Contribution to defined benefit pension plan
— — (18,245 ) — (18,245 )
Gain on sale of property, plant and equipment
37 (30 ) 51 — 58
Equity in earnings in nonconsolidated subsidiaries
(99,235 ) (42,929 ) — 142,198 34
Deferred income taxes
(6,601 ) 1,324 1,243 — (4,034 )
Changes in assets and liabilities (net of acquisitions):

Receivables
(18,901 ) 29,838 (30,888 ) — (19,951 )
Inventories
2,914 5,036 (12,102 ) — (4,152 )
Prepaid expenses
(2,213 ) 173 (17,142 ) — (19,182 )
Accounts payable
(2,788 ) (3,643 ) (14,651 ) — (21,082 )
Accrued expenses
(18,654 ) (9,296 ) 24 — (27,926 )
Other noncurrent liabilities
2,061 — (8,470 ) — (6,409 )
Income taxes payable (refundable)
(16,149 ) (225 ) (6,328 ) — (22,702 )

Net cash flows from operating activities
4,046 45,411 32,895 345 82,697

Cash flows from investing activities:

Purchase of property, plant and equipment
(35,925 ) (1,972 ) (25,515 ) — (63,412 )
Proceeds from sale of assets
8 127 1,972 — 2,107
Acquisitions, net of cash acquired
— — (137,438 ) — (137,438 )
Other, net
36,954 (15,989 ) (17,628 ) (345 ) 2,992

Net cash flows from investing activities
1,037 (17,834 ) (178,609 ) (345 ) (195,751 )

Cash flows from financing activities:

Net borrowings under short-term agreements
— — (1,065 ) — (1,065 )
Proceeds from long-term borrowings
652,540 — — — 652,540
Principal payments on long-term borrowings
(356,994 ) — (65 ) — (357,059 )
Settlement of financial derivative
4,837 — — — 4,837
Dividends paid
(23,357 ) — — — (23,357 )
Intercompany dividends
116,995 (18,533 ) (98,462 ) — —
Dividends to noncontrolling interest
— — (1,340 ) — (1,340 )
Intercompany interest on long-term note
— (54,398 ) 54,398 — —
Debt issuance costs
(5,464 ) — — — (5,464 )
Intercompany capital contribution
(143,000 ) — 143,000 — —
Proceeds from exercises under stock plans
12,824 — — — 12,824
Excess tax benefits from stock option exercises
3,916 — — — 3,916
Purchase of treasury shares
(316,296 ) — — — (316,296 )
Purchase of common treasury shares—stock plan exercises:
(12,739 ) — — — (12,739 )

Net cash flows from financing activities
(66,738 ) (72,931 ) 96,466 — (43,203 )

Effect of exchange rate changes on cash and cash equivalents
— (36 ) (5,195 ) — (5,231 )

Net change in cash and cash equivalents
(61,655 ) (45,390 ) (54,443 ) — (161,488 )
Cash and cash equivalents—beginning of year
215,576 49,053 349,077 — 613,706

Cash and cash equivalents—end of period
$ 153,921 $ 3,663 $ 294,634 $ — $ 452,218

~~Table of Contents~~

~~VALMONT INDUSTRIES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

~~(8)~~(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the ~~Thirty-nine~~Thirteen Weeks Ended ~~September 28, 2013~~March 29, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total			Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operations:
Cash flows from operating activities:
Net earnings	$	223,621		$	73,154		$	99,072		$	(167,500	)	$	228,347		$	55,980		$	15,684		$	9,687		$	(24,788	)	$	56,563
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		15,252			9,620			32,545			—			57,417			6,041			3,278			10,282			—			19,601
Loss on investment																	—			—			3,386			—			3,386
Stock-based compensation		4,999			—			—			—			4,999			1,880			—			—			—			1,880
Defined benefit pension plan expense		—			—			4,870			—			4,870			—			—			662			—			662
Contribution to defined benefit pension plan		—			—			(16,755	)		—			(16,755	)		—			—			(17,484	)		—			(17,484	)
Gain on sale of property, plant and equipment		354			37			(5,451	)		—			(5,060	)		(9	)		(77	)		(41	)		—			(127	)
Equity in earnings of nonconsolidated subsidiaries		(121,211	)		(48,927	)		(207	)		169,797			(548	)
Equity in earnings in nonconsolidated subsidiaries																	(24,510	)		(545	)		—			25,055			—
Deferred income taxes		(7,473	)		1,342			4,856			—			(1,275	)		(1,843	)		(412	)		(668	)		—			(2,923	)
Changes in assets and liabilities:
Changes in assets and liabilities (net of acquisitions):
Receivables		8,737			3,552			(13,046	)		—			(757	)		(13,949	)		24,027			21,590			—			31,668
Inventories		3,146			(5,556	)		(12,164	)		—			(14,574	)		(20,723	)		2,753			(19,941	)		—			(37,911	)
Prepaid expenses		(1,148	)		290			(6,183	)		—			(7,041	)		286			89			(9,523	)		—			(9,148	)
Accounts payable		(11,968	)		(2,992	)		16,121			—			1,161			9,294			(1,175	)		(20,590	)		—			(12,471	)
Accrued expenses		17,944			(148	)		(865	)		—			16,931			(22,614	)		(9,943	)		2,668			—			(29,889	)
Other noncurrent liabilities		5,987			—			(3,477	)		—			2,510			2,104			—			(553	)		—			1,551
Income taxes payable (refundable)		(19,833	)		(2,035	)		(77	)		825			(21,120	)		16,640			586			(667	)		—			16,559


Net cash flows from operations		118,407			28,337			99,239			3,122			249,105

Net cash flows from operating activities																	8,577			34,265			(21,192	)		267			21,917

Cash flows from investing activities:
Purchase of property, plant and equipment		(41,034	)		(18,381	)		(15,657	)		—			(75,072	)		(11,282	)		(1,767	)		(10,477	)		—			(23,526	)
Proceeds from sale of assets		1,492			35			38,037			—			39,564			19			77			1,295			—			1,391
Acquisitions, net of cash acquired		—			—			(53,152	)		—			(53,152	)		—			—			(120,483	)		—			(120,483	)
Other, net		52,423			(56,585	)		8,515			(3,122	)		1,231			17,175			(36,918	)		19,020			(267	)		(990	)


Net cash flows from investing activities		12,881			(74,931	)		(22,257	)		(3,122	)		(87,429	)		5,912			(38,608	)		(110,645	)		(267	)		(143,608	)


Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			3,439			—			3,439			—			—			(4,056	)		—			(4,056	)
Proceeds from long-term borrowings		—			—			274			—			274
Principal payments on long-term borrowings		(187	)		—			(321	)		—			(508	)		—			—			(63	)		—			(63	)
Dividends paid		(18,717	)		—			—			—			(18,717	)		(6,706	)		—			—			—			(6,706	)
Intercompany dividends		—			20,133			(20,133	)		—			—
Dividend to noncontrolling interests		—			—			(1,767	)		—			(1,767	)
Dividends to noncontrolling interest																	—			—			(351	)		—			(351	)
Intercompany capital contribution																	(143,000	)		—			143,000			—			—
Proceeds from exercises under stock plans		15,064			—			—			—			15,064			7,860			—			—			—			7,860
Excess tax benefits from stock option exercises		4,630			—			—			—			4,630			2,296			—			—			—			2,296
Purchase of common treasury shares—stock plan exercises		(14,644	)		—			—			—			(14,644	)

Purchase of common treasury shares—stock plan exercises:																	(8,574	)		—			—			—			(8,574	)

Net cash flows from financing activities		(13,854	)		20,133			(18,508	)		—			(12,229	)		(148,124	)		—			138,530			—			(9,594	)


Effect of exchange rate changes on cash and cash equivalents		—			(5,556	)		(14,651	)		—			(20,207	)		—			1,154			4,620			—			5,774


Net change in cash and cash equivalents		117,434			(32,017	)		43,823			—			129,240			(133,635	)		(3,189	)		11,313			—			(125,511	)
Cash and cash equivalents—beginning of year		40,926			83,203			290,000			—			414,129			215,576			29,797			368,333			—			613,706


Cash and cash equivalents—end of period	$	158,360		$	51,186		$	333,823		$	—		$	543,369		$	81,941		$	26,608		$	379,646		$	—		$	488,195

Table of Contents

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

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

This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December ~~28, 2013.~~27, 2014. Segment sales in the table below are presented net of intersegment sales.

Table of Contents

Results of Operations

Dollars in millions, except per share amounts

	Thirteen Weeks Ended									Thirty-nine Weeks Ended									Thirteen Weeks Ended

	September 27, 2014			September 28, 2013			% Incr. (Decr.)			September 27, 2014			September 28, 2013			% Incr. (Decr.)			March 28, 2015			March 29, 2014			% Incr. (Decr.)
Consolidated
Net sales	$	765.7		$	778.0			(1.6	)%	$	2,360.0		$	2,476.3			(4.7	)%	$	670.4		$	751.7			(10.8	)%
Gross profit		199.5			225.6			(11.6	)%		627.0			722.4			(13.2	)%		165.5			207.0			(20.0	)%
as a percent of sales		26.1	%		29.0	%					26.6	%		29.2	%					24.7	%		27.5	%
SG&A expense		111.7			115.7			(3.5	)%		335.5			350.0			(4.1	)%		107.8			108.1			(0.3	)%
as a percent of sales		14.6	%		14.9	%					14.2	%		14.1	%					16.1	%		14.4	%
Operating income		87.8			109.9			(20.1	)%		291.4			372.4			(21.8	)%		57.7			98.9			(41.7	)%
as a percent of sales		11.5	%		14.1	%					12.3	%		15.0	%					8.6	%		13.2	%
Net interest expense		7.2			6.6			9.1	%		20.4			19.6			4.1	%		10.3			6.5			58.5	%
Refinancing costs		38.7			—			NM			38.7			—			NM
Effective tax rate		36.0	%		42.8	%					34.6	%		35.6	%					35.0	%		34.7	%
Net earnings	$	23.6		$	56.5			(58.2	)%	$	143.5		$	223.6			(35.8	)%	$	30.7		$	56.0			(45.2	)%
Diluted earnings per share	$	0.92		$	2.10			(56.2	)%	$	5.43		$	8.31			(34.7	)%	$	1.28		$	2.08			(38.5	)%
Engineered Infrastructure Products
Net sales	$	284.2		$	235.3			20.8	%	$	779.3		$	658.0			18.4	%		231.3			208.9			10.7	%
Gross profit		76.9			67.6			13.8	%		205.3			186.0			10.4	%		55.0			54.5			0.9	%
SG&A expense		43.7			41.9			4.3	%		129.8			125.0			3.8	%		43.0			40.8			5.4	%
Operating income		33.2			25.7			29.2	%		75.5			61.0			23.8	%		12.0			13.7			(12.4	)%
Utility Support Structures
Net sales	$	180.6		$	228.9			(21.1	)%	$	606.8		$	696.1			(12.8	)%	$	176.1		$	214.2			(17.8	)%
Gross profit		36.5			61.8			(40.9	)%		134.5			189.8			(29.1	)%		34.6			52.1			(33.6	)%
SG&A expense		19.5			20.3			(3.9	)%		58.4			60.0			(2.7	)%		19.2			19.3			(0.5	)%
Operating income		17.0			41.5			(59.0	)%		76.1			129.8			(41.4	)%		15.4			32.8			(53.0	)%
Coatings
Net sales	$	73.6		$	75.3			(2.3	)%	$	211.2		$	229.6			(8.0	)%	$	61.8		$	67.2			(8.0	)%
Gross profit		26.7			28.7			(7.0	)%		75.3			80.9			(6.9	)%		19.8			23.3			(15.0	)%
SG&A expense		9.1			8.9			2.2	%		28.0			24.1			16.2	%		8.8			9.4			(6.4	)%
Operating income		17.6			19.8			(11.1	)%		47.3			56.8			(16.7	)%		11.0			13.9			(20.9	)%
Irrigation
Net sales	$	174.3		$	175.1			(0.5	)%	$	606.9		$	690.0			(12.0	)%	$	154.5		$	212.7			(27.4	)%
Gross profit		49.1			52.9			(7.2	)%		176.7			216.3			(18.3	)%		45.3			64.7			(30.0	)%
SG&A expense		22.3			21.7			2.8	%		65.2			66.4			(1.8	)%		21.0			21.6			(2.8	)%
Operating income		26.8			31.2			(14.1	)%		111.5			149.9			(25.6	)%		24.3			43.1			(43.6	)%
Other
Net sales	$	53.0		$	63.4			(16.4	)%	$	155.8		$	202.6			(23.1	)%	$	46.7		$	48.7			(4.1	)%
Gross profit		10.3			14.9			(30.9	)%		35.0			49.2			(28.9	)%		10.9			12.3			(11.4	)%
SG&A expense		4.1			4.9			(16.3	)%		11.9			15.4			(22.7	)%		4.3			3.7			16.2	%
Operating income		6.2			10.0			(38.0	)%		23.1			33.8			(31.7	)%		6.6			8.6			(23.3	)%
Net corporate expense
Gross profit	$	—		$	(0.1	)		NM		$	0.2		$	0.2			NM		$	(0.1	)	$	0.1			NM
SG&A expense		13.0			18.1			(28.2	)%		42.3			59.1			(28.4	)%		11.5			13.3			(13.5	)%
Operating loss		(13.0	)		(18.2	)		28.6	%		(42.1	)		(58.9	)		28.5	%		(11.6	)		(13.2	)		12.1	%

NM=Not meaningful

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Overview

On a consolidated basis, the decrease in net sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with ~~2013,~~2014, reflected lower sales in all reportable segments except for the Engineered Infrastructure Products (EIP) segment. The changes in net sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with fiscal ~~2013,~~2014, were as follows:

Third quarter

Total EIP Utility Coatings Irrigation Other
Sales—2013
$ 778.0 $ 235.3 $ 228.9 $ 75.3 $ 175.1 $ 63.4
Volume
(26.1 ) (1.0 ) (22.0 ) (5.1 ) 0.9 1.1
Pricing/mix
(21.7 ) 4.4 (26.4 ) 3.4 (2.0 ) (1.1 )
Acquisitions/Divestiture
33.6 43.9 — — 0.6 (10.9 )
Currency translation
1.9 1.6 0.1 — (0.3 ) 0.5

Sales—2014
$ 765.7 $ 284.2 $ 180.6 $ 73.6 $ 174.3 $ 53.0

	Year-to-date																		First quarter

	Total			EIP			Utility			Coatings			Irrigation			Other			Total			EIP			Utility			Coatings			Irrigation			Other
Sales—2013	$	2,476.3		$	658.0		$	696.1		$	229.6		$	690.0		$	202.6
Sales—2014																			$	751.7		$	208.9		$	214.2		$	67.2		$	212.7		$	48.7
Volume		(126.3	)		8.3			(38.1	)		(15.4	)		(75.0	)		(6.1	)		(63.8	)		9.6			(14.5	)		(7.7	)		(53.1	)		1.9
Pricing/mix		(48.0	)		4.3			(49.7	)		3.7			(1.4	)		(4.9	)		(18.8	)		(0.1	)		(21.2	)		5.5			(2.0	)		(1.0	)
Acquisitions/Divestiture		88.5			117.0			—			—			0.6			(29.1	)
Acquisitions																				32.6			29.3			—			—			3.3			—
Currency translation		(30.5	)		(8.3	)		(1.5	)		(6.7	)		(7.3	)		(6.7	)		(31.3	)		(16.4	)		(2.4	)		(3.2	)		(6.4	)		(2.9	)


Sales—2014	$	2,360.0		$	779.3		$	606.8		$	211.2		$	606.9		$	155.8

Sales—2015																			$	670.4		$	231.3		$	176.1		$	61.8		$	154.5		$	46.7

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

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

In the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, we realized a decrease in operating profit, as compared with fiscal ~~2013,~~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
Third quarter
$ 0.1 $ 0.1 $ — $ — $ — $ — $ —
Year-to-date
$ (3.7 ) $ (0.8 ) $ (0.3 ) $ (0.8 ) $ (1.3 ) $ (0.9 ) $ 0.4

		Total			EIP			Utility			Coatings			Irrigation			Other			Corporate

First quarter		$	(2.3	)	$	(0.8	)	$	(0.1	)	$	(0.3	)	$	(1.0	)	$	(0.2	)	$	0.1

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The decrease in gross margin (gross profit as a percent of sales) in fiscal ~~2014,~~2015, as compared with ~~2013,~~2014, was due to a combination of lower sales prices, unfavorable sales mix, and reduced sales volumes ~~and slightly higher raw material costs~~ in ~~2014,~~2015, as compared with ~~2013.~~2014.

Selling, general and administrative (SG&A) spending in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with the same ~~periods~~period in ~~2013,~~2014, decreased mainly due to the following factors:

•: ~~decreased employee incentive accruals~~favorable currency impact of ~~$6.8~~$4.3 million ~~and $22.1 million, respectively,~~ due to ~~lower operating results;~~the strengthening of the U.S. dollar;
•: decreased employee incentive accruals of $2.2 million, due to lower operating results, and;
•: lower expenses associated with the Delta Pension Plan of ~~$1.0 million and $2.9 million, respectively; and~~
•: ~~EMD was deconsolidated in December 2013, which resulted in reduced expenses of $1.1 million and $3.5 million, respectively.~~$0.8 million.

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

•: ~~the sale of one of our galvanizing facilities in Australia resulted in a gain of $4.6 million in the second quarter of 2013, which was reported as a reduction of SG&A expense, and;~~
•: ~~the~~ acquisition of Shakespeare, AgSense ~~in August 2014,~~LLC, and Valmont SM ~~in March 2014, and Armorflex in December 2013 included combined~~with expenses ~~in the third quarter and first three quarters of fiscal 2014 of $4.0 million and $9.9 million, respectively.~~

totaling $5.4 million.

The decrease in operating income on a reportable segment basis in ~~2014,~~2015, as compared to ~~2013,~~2014, was due to reduced operating performance in ~~the Utility, Irrigation, and Coatings~~all segments. The ~~EIP segment showed improved~~decrease in operating ~~performance in 2014 compared to 2013,~~income is primarily ~~due to the acquisitions of Valmont SM and Armorflex. The "Other" category reported reduced operating performance in 2014 compared to 2013, mainly due~~attributable to lower ~~grinding media sales.~~

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

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

•: ~~Cash prepayment expenses of approximately $41.2 million; less~~
•: ~~Recognition of $4.4 million of the proportionate unamortized premium originally recorded upon the issuance of the 2020 notes; plus~~
•: ~~Recognition of approximately $2.0 million of expense comprised of the proportionate amount of the write-offs of unamortized loss on cash flow hedge and deferred financing costs.~~

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

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

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~~differences by $8.3 million~~ Net interest expense increased in the first quarter of fiscal 2015, as compared with 2014, primarily due to additional long-term debt borrowed in the third quarter of ~~fiscal 2013, with~~2014. Interest income decreased due to less cash on hand.

The decrease in other expense was mainly attributable to the difference in the investment income from the Company's shares of Delta EMD. In 2014, we recorded a ~~corresponding increase~~non-cash mark to market loss of $3.4 million and in ~~income tax expense.~~2015, we received an approximately $5 million special dividend offset by a noncash mark to market loss of approximately $4.4 million. The ~~year-to-date~~remaining decrease in other expense relates to more favorable currency transactional gains/losses compared to 2014 of approximately $2.2 million.

Our effective income tax rate in ~~fiscal 2014 was slightly lower than 2013, mainly due to lower U.K. tax rates discussed above, offset by approximately $3.2 million of non-cash tax benefits associated with~~ the first quarter ~~2013 sale~~ of ~~our nonconsolidated investment~~fiscal 2015 was relatively flat when compared with the same period in ~~South Africa and $1.0 million of~~fiscal 2014.

Earnings attributable to noncontrolling interest was slightly higher ~~research and development tax credits~~ in the ~~U.S in 2013.~~

~~Earnings in non-consolidated subsidiaries were lower in~~first quarter of fiscal ~~2014,~~2015, as compared with ~~2013, with a small amount of activity~~2014 due to the acquisitions completed in 2014. ~~In February 2013, the Company sold its 49% ownership interest in a manganese materials operation. There was no significant gain or loss on the sale.~~

Our cash flows provided by operations were approximately ~~$82.7~~$55.5 million in the first ~~three quarters~~quarter of fiscal ~~2014,~~2015, as compared with ~~$249.1~~$21.9 million provided by operations in ~~2013.~~2014. The ~~decrease~~increase in operating cash flow in the first ~~three quarters~~quarter of fiscal ~~2014~~2015 was the result of ~~the cash prepayment expenses related to the refinancing of debt, decreased net earnings, and higher~~improved net working capital, aspartially offset by lower net earnings, compared with ~~2013.~~2014.

Engineered Infrastructure Products (EIP) segment

The increase in net sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014~~2015 as compared with ~~2013~~2014 was mainly due to the acquisition of Valmont SM in early March 2014 and ~~Armorflex~~Shakespeare in ~~December 2013 ($43.9 million and $112.6 million).~~October 2014 totaling $29.3 million.

Global lighting. traffic, and roadway product sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014~~2015 improved compared to the same period in fiscal ~~2013.~~2014. This improvement was offset somewhat by unfavorable currency translation effects of $1.8 million. In ~~the third quarter and first three quarters of fiscal 2014,~~2015, sales volumes in the U.S. were ~~slightly~~ higher in the commercial markets and slightly lower in the transportation ~~markets as construction and installation activity continue to show slight improvement over 2013. However, the~~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 ~~were down~~increased in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014~~2015 as compared to ~~2013~~2014, due to ~~project delays, lower government spending,~~some improvement in the markets and ~~increased competition.~~more favorable weather conditions. Sales in Europe were ~~lower~~higher in the ~~third~~first quarter of fiscal ~~2014 and slightly lower year-to-date~~2015 compared to the same periods in fiscal ~~2013. Decreased volumes~~2014 due primarily to a large project in ~~France were~~the Middle East, offset to an extent by ~~volume increases in the U.K and favorable~~unfavorable currency ~~impacts.~~translation effects. In the Asia Pacific region, sales were ~~lower~~relatively flat in the ~~third~~first quarter of fiscal 2015 over 2014 ~~over 2013 due to softer market conditions~~with improved volumes in Australia ~~partially~~and India offset by ~~growth~~decreased volumes in ~~India.~~China. Highway safety product sales ~~improved~~decreased slightly in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014~~2015 compared to ~~2013,~~2014, due to the acquisition of Armorflex in December 2013 (approximately $2.6 million and $6.7 million, respectively) and modestly improved market conditions in Australia and New Zealand due to more highway construction projects this year. This improvement is offset somewhat by unfavorable year-to-date currency translation effects of $2.7 million.lower sales volumes.

Communication product line sales were slightly higher in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with the same periods in fiscal ~~2013. On a regional basis,~~2014. North America communication structure sales ~~in the third quarter and first three quarters increased. The year-to-date increase in North American sales was mainly attributable to higher wireless communication structures sales~~decreased, primarily due to ~~the continued~~one customer who significantly reduced its 4G wireless network build out ~~of wireless networks, partially offset by decreased communication~~in 2015 compared with 2014. Communication component sales ~~resulting from a large customer temporarily curtailing spending.~~were flat year over year. In China, sales of wireless communication structures in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014 were higher than~~2015 increased over the same ~~periods~~period in ~~fiscal 2013. Chinese~~2014 as the investment levels by the major wireless carriers ~~are increasing investment in 4G upgrades, as the government began issuing licenses in late 2013.~~have remained strong.

Access systems product line sales decreased in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013,~~2014, primarily due to the negative impact of currency translation ~~year-to-date~~ of ~~$7.5~~$3.8 million and lower volumes. The volume decrease was primarily related to the slowdown in mining sector investment in Australia and weaker market conditions in China.

Operating income for the segment in the first quarter of fiscal 2015 was lower, as compared with the same period of fiscal 2014, due to unfavorable currency translation effects of $0.8 million and sales mix. The ~~volume decrease was~~increase in SG&A spending in the first quarter of 2015 were due to costs related to the

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

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

~~The increase in SG&A spending in the third quarter and first three quarters of 2014 were due to costs related to the Armorflex~~Shakespeare and Valmont SM acquisitions totaling ~~$3.7~~$4.4 million, and ~~$9.6 million, respectively. These~~ increased ~~costs in the third quarter~~compensation and ~~first three quarters of 2014 were offset by lower~~ incentive costs of ~~$1.1 million and $2.7 million, respectively.~~$1.2 million. Currency effects ~~also~~ reduced SG&A expense for the ~~three quarters ended September 27, 2014 approximately $1.3 million.~~first quarter of 2015 as compared to 2014.

Utility Support Structures (Utility) segment

In the Utility segment, ~~the~~ sales ~~decrease~~decreased in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013, was~~2014, due to lower sales volume, a decrease in sales price most notably for our steel products, and ~~a decline in the percentage~~an unfavorable sales mix. Our mix of ~~sales~~revenue from very large transmission projects ~~which changed~~in first quarter of 2015 was unfavorable to first quarter of 2014. A backlog including some very large transmission projects at year-end 2013 provided for the more favorable mix of ~~utility structure sales between the reporting periods.~~large transmission projects revenue in first quarter 2014. As steel prices have declined in 2015, our average selling prices for steel products were lower as well. In North America, sales volumes in tons for steel and concrete utility structures were down in the first ~~three quarters~~quarter of ~~2014,~~2015, as compared with 2013, offset by increases in sales volume for concrete structures. We believe industry supply and demand are now more aligned as compared with this time in 2013, as we and our competitors have increased production capacity to meet demand. We believe this has resulted in increased price competition for certain portions of the market where orders are awarded based on competitive bidding.2014. In the ~~third~~first quarter of ~~2014,~~2015, as compared to ~~2013, international utility structures sales increased due to higher sales volumes. For the nine months ended September 27,~~ 2014, ~~as compared to the same period in 2013,~~ international utility structures sales decreased due to lower sales ~~volumes.~~volumes in the Asia Pacific region.

SG&A expense decreased approximately $1$1.2 million in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013,~~2014, primarily due to lower ~~incentive compensation tied to lower operating income offset by higher~~ employee compensation ~~due to increased headcount to support capacity expansion to meet projected long-term growth.~~and sales commissions. Operating income in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013,~~2014, decreased due to lower sales and reduced leverage of fixed ~~costs, and increased depreciation expense on plant capacity added in 2013.~~costs.

Coatings segment

Coatings segment sales decreased in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013,~~2014, due to lower sales volumes ~~in the Asia Pacific region~~globally and currency translation effects related to the strengthening of the U.S. dollar against the Australian ~~dollar. More specifically, weak demand~~and Canadian dollars. Sales volume decreases were partially offset by price increases to recover higher costs for zinc in ~~Australia led to decreases in volumes offset somewhat by improved sales volumes in Asia. In the third quarter of fiscal 2014, U.S. sales were relatively flat~~2015 as compared to ~~the same period in fiscal 2013. On a year-to-date basis, the lower sales volumes in North America for galvanizing services were attributable~~2014.

SG&A expense decreased approximately $0.6 million due to ~~unfavorable winter weather conditions that affected our customers into early second quarter.~~

currency translation effects and other reduced general expenses. Operating income was also lower in the ~~third~~first quarter ~~and first three quarters~~ of ~~2014,~~2015, as compared with ~~2013,~~2014, due to the lower sales volumes, unfavorable currency impacts, and reduced leverage of fixed costs in both Australia and North America. The decrease in segment operating income in the first three quarters of 2014, as compared with 2013, was also due to the $4.6 million gain recognized on the sale of an Australian galvanizing operation in the second quarter of fiscal 2013. The decrease in segment

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

Irrigation segment

The decrease in Irrigation segment net sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with ~~2013,~~2014, was mainly due to sales volume decreases in ~~the~~both North American ~~market. The decrease in North America was offset to an extent by increased sales volumes in international~~and International markets. In North America, lower expected net farm income in ~~2014,~~2015, as compared with ~~2013,~~2014, and much lower sales backlogs at the beginning of the year resulted in lower sales of irrigation equipment in ~~2014,~~2015, as compared with ~~2013.~~2014. In fiscal ~~2014,~~2015, net farm income in the United States is expected to decrease ~~13.8%~~32% from the ~~record~~ levels of ~~2013,~~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 ~~2014,~~the first quarter of 2015, as compared with ~~2013.~~2014. In international markets, sales ~~improved~~decreased in the ~~third~~first quarter ~~and first three quarters~~ of ~~fiscal 2014,~~2015, as compared with ~~2013, mainly~~2014, primarily due to ~~increased activity~~reduced demand in Brazil ~~Middle East,~~ and ~~Australia.~~Eastern Europe and unfavorable currency translation effects.

SG&A decreased slightly in the first quarter of fiscal 2015, as compared with 2014, due to reduced employee compensation and incentives of $1.2 million and favorable currency translation effects of $0.5 million. These reductions in SG&A were offset partially by expenses incurred by AgSense that was acquired in August 2014. Operating income for the segment declined in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014~~2015 over ~~2013,~~2014, due to the sales volume decrease and associated operating deleverage of fixed operating costs. ~~The primary reasons for the slight decrease in SG&A expense in the first three quarters~~

Table of fiscal 2014, as compared with 2013, related to reduced employee incentives of $3.5 million, offset by increased product development spending and increased employee headcount in the international business. Additionally, SG&A expense decreased in the third quarter and first three quarters of fiscal 2014, as compared to 2013, due to lower bad debt provisions for international receivables of $0.7 million and $2.1 million, respectively, and exchange rate translation effects.Contents

Other

This unit includes the grinding media, industrial tubing, and industrial fasteners operations. The decrease in sales in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014,~~2015, as compared with ~~2013,~~2014, was mainly due ~~lower~~to unfavorable currency translation of $2.9 million. Grinding media sales ~~volumes~~improved in 2015 due to ~~the deconsolidation of EMD in December 2013 (approximately $10.9 million and $29.1 million, respectively), lower sales~~higher volumes in ~~the grinding media operations and exchange rate translation effects. Grinding media volumes were negatively affected by less favorable Australian mining industry demand.~~Australia. Tubing sales in ~~2014~~2015 were ~~slightly~~ lower due to ~~lower~~reduced volumes compared to ~~2013.~~2014. Operating income in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014~~2015 was lower than the same period in ~~2013,~~2014, due primarily to lower ~~grinding media~~tubing sales ~~volumes, the deconsolidation of EMD in 2013, and currency translation effects.~~volumes.

Net corporate expense

Net corporate expense in the ~~third~~first quarter ~~and first three quarters~~ of fiscal ~~2014~~2015 decreased over the same period in fiscal ~~2013.~~2014. These decreases were mainly due to:

•: lower employee incentives of $1.6 million associated with reduced net ~~earnings ($2.1 million~~earnings; and ~~$9.7 million, respectively);~~
•: ~~lower compensation and employee benefit costs ($1.4 million and $3.8 million, respectively);~~
•: decreased expenses associated with the Delta Pension Plan ~~($1.0~~of $0.8 million.

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. The initial restructuring activities primarily involve consolidation of Asia Pacific operations within the Engineered Infrastructure Products and Coatings segments and in the Utility segment. Accordingly, we expect to incur pre-tax cash expenses of $19 million and ~~$2.9~~asset impairments of approximately $11 million. These charges are expected to be incurred over the remainder of 2015.

Certain of these restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million ~~respectively); and~~

•

~~decreased deferred compensation plan expense ($1.3~~of goodwill as of March 28, 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 will have to perform an interim goodwill impairment analysis. 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 ~~$1.3 million, respectively). The deferred compensation expense recorded within corporate expense has a corresponding offset by the same amount in other income (expense).~~

~~Table~~cash charges of ~~Contents~~$5 million.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows—Net working capital was ~~$1,111.5~~$919.3 million at ~~September 27, 2014,~~March 28, 2015, as compared with ~~$1,161.3~~$995.7 million at December ~~28, 2013.~~27, 2014. The decrease in net working capital in ~~2014~~2015 mainly resulted from decreased cash on hand due to ~~the acquisition of Valmont SM and~~ cash used in the share repurchase program. Cash flow provided by operations was ~~$82.7~~$55.5 million in fiscal ~~2014,~~2015, as compared with ~~$249.1~~$21.9 million in fiscal ~~2013.~~2014. The ~~decrease~~increase in operating cash flow in ~~2014~~2015 was primarily the result of ~~the cash prepayment expenses related to the 2014 refinancing activities, lower net earnings and higher~~ working capital inimprovements over 2014, ~~as compared with 2013.~~offset to an extent by reduced net earnings.

Investing Cash Flows—Capital spending in the first ~~three quarters~~quarter of fiscal ~~2014~~2015 was ~~$63.4~~$16.6 million, as compared with ~~$75.1~~$23.5 million for the same period in ~~2013. The most significant~~2014. Significant capital spending projects in 2015 and 2014 ~~included~~include certain investments in machinery and equipment across all businesses. We expect our capital spending for the ~~2014~~2015 fiscal year to be approximately ~~$85~~$70 million. ~~In 2013,~~The biggest contributor to lower investing cash ~~flows included proceeds from asset sales~~outflows in 2015 as compared to 2014, was the acquisition of $39.6 million, principally consisting of $29.2 million received from the sale of our 49% owned non-consolidated subsidiary in South Africa and $8.2 million received from the sale of the Western Australia galvanizing operation. Investing cash flows also includes $120.5 million paid for the Valmont SM ~~acquisition~~ in ~~the first quarter and $17.0 million paid for 51% of Agsense in the third quarter of 2014 and $53.2 million paid for the Locker acquisition in 2013.~~March 2014.

Financing Cash Flows—Our total interest-bearing debt ~~increased~~decreased slightly to ~~$786.7~~$781.3 million at ~~September 27, 2014~~March 28, 2015 from ~~$490.1~~$781.8 million at December ~~28, 2013 as a result of the issuance of $500 million face value of long-term unsecured notes and the repurchase by partial tender of $199.8 million of the 2020 senior notes.~~27, 2014. Financing cash flows changed from a use of approximately ~~$12.2~~$9.6 million in the first ~~three quarters~~quarter of fiscal ~~2013~~2014 to a use of approximately ~~$43.2~~$82.4 million in

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the first ~~three quarters~~quarter of fiscal ~~2014. In addition~~2015. The primary change was due to the ~~third quarter 2014 refinancing activities, the~~ Company ~~purchased $316.3~~purchasing $72.9 million of treasury shares in ~~2014 resulting from~~2015 related to the ~~recently announced~~ share repurchase program.

Financing and Capital

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~~The Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. As of March 28, 2015, we have acquired approximately 3.3 million shares for approximately $468 million under this share repurchase program. As of April 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 3,438,677 shares for approximately $483 million under the share repurchase program. 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 ~~repurchases and may discontinue the program at any time. As of September 27, 2014, we have acquired 2,126,392 shares for approximately $316.3 million under this~~ share repurchase program. As of October 20, 2014, the date as of which we report on the cover of this Form 10-Q the number of outstanding shares of our common stock, we have acquired a total of 2,425,892 shares for $356.4 millionrepurchases under the share repurchase ~~program.This philosophy also authorizes dividends on common shares in the range of 15% of the prior year's fully diluted net earnings; the most recent quarterly dividend was $0.375 per~~program and we may discontinue either or both share ~~paid on October 15, 2014.~~

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

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

•: $250.2 million face value ($255.8 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at specified prepayment premiums.
•: $250 million face value ($248.8 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044. We are allowed to repurchase the notes at specified prepayment premiums.
•: $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.~~

Our capital allocation philosophy ~~is focused on maintaining~~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-~~BBB– to finance a special acquisition or other opportunity. Otherwise, we expect to maintain a ratio of debt to invested capital which will support our current investment grade debt rating.

On October 17, 2014, we entered into a First Amendment to our Credit Agreement with JPMorgan Chase Bank, as Administrative Agent, and the other lenders party thereto, dated as of August 15, 2012, which increased the committed unsecured revolving credit facility from $400 million to $600 million and extends the maturity date from August 15, 2017 to October 17, 2019. Under the Amended Credit Agreement, up to $25 millionOur debt financing at March 28, 2015 is available for swingline loans, up to $75 million is available for letters of credit and up to $200 million is available for borrowings in foreign currencies. We may increase the credit facility by up to an additional $200 million at any time, subject to lenders increasing the amount of their commitments. The interest rate on our borrowings will be, at our option, either:

~~(a)~~

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

~~(b)~~

~~the higher of~~

consisting of:

•: ~~the prime lending rate,~~$250.2 million face value ($255.8 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020.
•: ~~the Federal Funds rate plus 50 basis points,~~$250 million face value ($248.8 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.
•: ~~LIBOR (based on a 1 month~~$250 million face value ($246.7 million carrying value) of unsecured notes that bear interest ~~period) plus 100 basis points,~~
~~Plus,~~at 5.25% per annum and are due in ~~each case, 0~~October 2054.
•: We are allowed to ~~62.5 basis points, depending on~~repurchase the ~~credit rating~~notes at specified prepayment premiums. All three tranches of ~~the Company's senior debt published~~these notes are guaranteed by ~~Standard & Poor's Rating Services and Moody's Investors Service, Inc.~~
certain of our subsidiaries.

At ~~September~~March 28, 2015 and December 27, 2014, ~~and December 28, 2013,~~ we had no outstanding borrowings under ~~the~~our revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At ~~October 21, 2014,~~March 28, 2015, we had the ability to borrow ~~$582.4~~$581.4 million under this facility, after consideration of standby letters of credit of ~~$17.6~~$18.6 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling ~~$111.8~~$106.0 million, ~~$94.8~~$92.3 million of which was unused at ~~September 27, 2014.~~

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

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

•: Interest-bearing debt is not to exceed 3.5X EBITDA of the prior four quarters; and

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•: EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

At ~~September 27, 2014,~~March 28, 2015, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at ~~September 27, 2014~~March 28, 2015 were as follows:


Interest-bearing debt	$	786,662	$	781,291
EBITDA—last four quarters		434,815		378,837
Leverage ratio		1.81		2.06
EBITDA—last four quarters	$	434,815	$	378,837
Interest expense—last four quarters		30,877		42,199
Interest earned ratio		14.08		8.98

The calculation of EBITDA-last four quarters ~~(September~~(March 30, 2014 through March 28, ~~2013 through September 27, 2014)~~2015) is as follows:

Net cash flows from operations
$ 230,034
Interest expense
30,877
Income tax expense
110,038
Deconsolidation of subsidiary
(12,011 )
Impairment of property, plant and equipment
(12,161 )
Loss on investment
(4,859 )
Debt refinancing expense
2,478
Acquisition earn-out release
(4,300 )
Deferred income tax benefit
12,901
Noncontrolling interest
(1,431 )
Equity in earnings of nonconsolidated subsidiaries
253
Stock-based compensation
(6,958 )
Pension plan expense
(3,702 )
Contribution to pension plan
19,109
Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014
11,038
Changes in assets and liabilities
64,308
Other
(799 )

EBITDA
$ 434,815

Net earnings attributable to Valmont Industries, Inc.
$ 198,383
Interest expense
30,877
Income tax expense
110,038
Depreciation and amortization expense
84,479
Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014
11,038

EBITDA
$ 434,815

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Net cash flows from operations
$ 207,707
Interest expense
42,199
Income tax expense
81,817
Loss on investment
(4,824 )
Non-cash debt refinancing expense
2,478
Acquisition earn-out release
4,300
Deferred income tax benefit
(13,339 )
Noncontrolling interest
(5,526 )
Equity in earnings of nonconsolidated subsidiaries
29
Stock-based compensation
(6,611 )
Pension plan expense
(1,826 )
Contribution to pension plan
16,424
Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014
2,460
Changes in assets and liabilities
53,934
Other
(385 )

EBITDA
$ 378,837

Net earnings attributable to Valmont Industries, Inc.
$ 158,735
Interest expense
42,199
Income tax expense
81,817
Depreciation and amortization expense
93,626
Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014
2,460

EBITDA
$ 378,837

During the third quarter of 2014, we incurred $38,705 of costs associated with refinancing of debt. This category of expense is not in the definition of EBITDA for debt covenant calculation purposes per our debt agreements. As such, it has not been added back in the EBITDA reconciliation to cash flows from operation or net earnings for the four quarters between ~~September~~March 30, 2014 and March 28, ~~2013 and September 27, 2014.~~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.

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We have not made any provision for U.S. income taxes in our financial statements on approximately $608.9 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at ~~September 27, 2014,~~March 28, 2015, approximately ~~$294.5~~$289.4 million is held in entities outside the United States with ~~approximately $94~~$104.2 million specifically held within consolidated Delta Ltd., a wholly-owned subsidiary of the Company. Delta Ltd. sponsors a defined benefit pension plan and therefore, the Company is allowed to dividend out Delta Ltd.'s available cash only as long as that dividend does not negatively impact Delta Ltd.'s ability to meet its annual contribution requirements of the pension plan. We believe that the cash payments Delta Ltd. receives from its intercompany notes will provide sufficient funds to meet the pension funding requirements but additional analysis on pension funding requirements would have to be performed prior to the repatriation of the ~~$94~~$104.2 million of Delta Ltd.'s cash balances.

If we need to repatriate foreign cash balances to the United States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations were undistributed earnings of our foreign subsidiaries. The income taxes that we would pay if cash were repatriated depends on the amounts to be repatriated and from which country. If all of our cash outside the United States were to be repatriated to the United States, we estimate that we would pay approximately ~~$34.1~~$28.2 million in income taxes to repatriate that cash.

Financial Obligations and Financial Commitments

WeThere have ~~future~~been no material changes to our financial obligations ~~related to (1) payment of principal~~ and ~~interest~~financial commitments as described on ~~interest-bearing debt, (2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations. These obligations at September 27, 2014 were as follows (in millions of dollars):~~

Contractual Obligations
Total Remaining
2014 2015 - 2016 2017 - 2018 After
2018
Long-term debt
$ 768.8 $ 0.2 $ 2.5 $ 2.1 $ 764
Interest
1,002.5 10.7 85.3 85.3 821.2
Delta pension plan contributions
136.8 — 36.2 36.2 64.4
Operating leases
97.9 6.9 40.0 22.1 28.9
Acquisition earn-out payments
4.7 — — 4.7 —
Unconditional purchase commitments
82.0 22.0 60.0 — —

Total contractual cash obligations
$ 2,092.7 $ 39.8 $ 224.0 $ 150.4 $ 1,678.5

Long-term debt mainly consists of three tranches of senior unsecured notes. On September 22, 2014, the Company issued and sold $250.0 million aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250.0 million aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199.8 millionpage 40 in ~~aggregate principal amount of the company's 6.625% senior notes due 2020, and~~

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

Acquisition earn-out payments relate to anticipated payments to the prior owners of Pure Metal Galvanizing (PMG) and Locker, as a portion of the consideration paid for these entities is contingent in nature. The earn-out arrangements generally relate to the meeting of certain profitability targets. Locker's target period ends in February 2015 and PMG's ends in December 2017. During 2014, the Company made payments of approximately $2.3 million to the sellers of Locker with respect to achievement of those targets. The Company determined during the third quarter of 2014 that the Locker gross profit targetForm 10-K for the twelve months ending February 2015 would not be achieved and therefore the additional purchase price with respect to this target will not be paid. As such, approximately $4.3 milllion of this liability was reversed and recognized against cost of goods sold for the third quarterfiscal year ended December 27, 2014.

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

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

Off Balance Sheet Arrangements

There have been no changes in our off balance sheet arrangements as described on page 3840 in our Form 10-K for the fiscal year ended December ~~28, 2013.~~27, 2014.

Critical Accounting Policies

There have been no changes in our critical accounting policies as described on pages ~~39-43~~42-45 in our Form 10-K for the fiscal year ended December ~~28, 2013~~27, 2014 during the quarter ended ~~September 27, 2014.~~March 28, 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in the company's market risk during the quarter ended ~~September 27, 2014.~~March 28, 2015. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December ~~28, 2013.~~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,

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

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

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PART II. OTHER INFORMATION

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

Issuer Purchases of Equity Securities

Period		Average Price paid per share					Average Price paid per share

June 29, 2014 to July 26, 2014	703,020	$	149.80	703,020	317,602,000
July 27, 2014 to August 30, 2014	699,200		145.16	699,200	216,109,000
August 31, 2014 to September 27, 2014	234,000		138.48	234,000	183,704,000

December 28, 2014 to January 24, 2015						111,500	$	118.42	111,500	91,751,000
January 25, 2015 to February 28, 2015						308,970		122.37	308,970	303,941,000
March 1, 2015 to March 28, 2015						177,757		123.12	177,757	282,055,000

Total	1,636,220	$	146.20	1,636,220	183,704,000	598,227	$	121.86	598,227	282,055,000


��

(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 ~~September 27, 2014,~~March 28, 2015, we have acquired ~~2,126,392~~3,309,376 shares for approximately ~~$316.3~~$467.9 million under this share repurchase program.

Item 5. Other Information

Submission of Matters to a Vote of Security Holders

Valmont's annual meeting of stockholders was held on April 28, 2015. The stockholders elected two directors to serve three-year terms, approved, on an advisory basis, a resolution approving Valmont's named executive officer compensation, and ratified the appointment of Deloitte & Touche LLP to audit the Company's financial statements for fiscal 2015. For the annual meeting there were 23,847,403 shares outstanding and eligible to votes of which 21,905,803 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

Election of Directors:



Daniel P. Neary	19,144,560	555,440	2,205,803
Kenneth E. Stinson	18,970,834	729,166	2,205,803

Advisory vote on executive compensation:


For			18,944,137
Against			718,311
Abstain			37,552
Broker non-votes			2,205,803

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Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2015:


For			21,385,277
Against			430,715
Abstain			89,811

Item 6. Exhibits

(a): Exhibits

		Exhibit No.			Description

			31.1		Section 302 Certificate of Chief Executive Officer
			31.2		Section 302 Certificate of Chief Financial Officer
			32.1		Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
			101		The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended ~~September 27, 2014,~~March 28, 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 ~~October, 2014.~~April, 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 ~~September 27, 2014,~~March 28, 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.

			Fair Value Measurement Using:

	Carrying Value September 27, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	44,603	$	44,603	$	—	$	—

			Fair Value Measurement Using:

	Carrying Value December 28, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	41,043	$	41,043	$	—	$	—

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

Net sales	$	827,374	$	2,630,881
Net earnings	$	60,549	$	233,437
Earnings per share—diluted	$	2.25	$	8.68

	September 27, 2014			December 28, 2013

5.00% senior unsecured notes due 2044(a)	$	250,000		$	—
5.25% senior unsecured notes due 2054(b)		250,000			—
Unamortized discount on 5.00% and 5.25% senior unsecured notes(a and b)		(4,460	)		—
6.625% senior unsecured notes due 2020(c)		250,200			450,000
Unamortized premium on 6.625% senior unsecured notes(c)		5,650			11,241
Revolving credit agreement(d)		—			—
IDR Bonds(e)		8,500			8,500
Other notes		8,909			1,368


Total long-term debt		768,799			471,109
Less current installments of long-term debt		188			202


Long-term debt, excluding current installments	$	768,611		$	470,907

	Parent			Parent			Guarantor			Guarantor			Eliminations			Eliminations

	As previously reported			As revised			As previously reported			As revised			As previously reported			As revised
2013
Cash flows from operating activities:
Equity in earnings of nonconsolidated subsidiaries	$	(341	)	$	(121,211	)	$	—		$	(48,927	)	$	—		$	169,797
Net cash flows from operating activities		239,277			118,407			77,264			28,337			(166,675	)		3,122
Cash flows from investing activities:
Other, net		(68,447	)		52,423			(105,512	)		(56,585	)		166,675			(3,122	)
Net cash flows from investing activities		(107,989	)		12,881			(123,858	)		(74,931	)		166,675			(3,122	)

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	1,069,059		$	380,327		$	1,072,560		$	(161,939	)	$	2,360,007
Cost of sales		785,898			283,443			826,120			(162,413	)		1,733,048


Gross profit		283,161			96,884			246,440			474			626,959
Selling, general and administrative expenses		146,514			37,806			151,212			—			335,532


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


Other income (expense):
Interest expense		(23,427	)		(33,505	)		(1,790	)		33,505			(25,217	)
Interest income		28			496			37,774			(33,505	)		4,793
Costs associated with refinancing of debt		(38,705	)		—			—			—			(38,705	)
Other		1,625			(501	)		(7,377	)		—			(6,253	)


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


Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		76,168			25,568			123,835			474			226,045


Income tax expense (benefit):
Current		38,489			11,813			31,914			129			82,345
Deferred		(6,601	)		1,325			1,242			—			(4,034	)


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


Earnings before equity in earnings of nonconsolidated subsidiaries		44,280			12,430			90,679			345			147,734
Equity in earnings of nonconsolidated subsidiaries		99,235			42,929			—			(142,198	)		(34	)


Net earnings		143,515			55,359			90,679			(141,853	)		147,700
Less: Earnings attributable to noncontrolling interests		—			—			(4,185	)		—			(4,185	)


Net earnings attributable to Valmont Industries, Inc	$	143,515		$	55,359		$	86,494		$	(141,853	)	$	143,515

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	331,525		$	161,432		$	366,522		$	(81,447	)	$	778,032
Cost of sales		238,692			121,870			273,317			(81,411	)		552,468


Gross profit		92,833			39,562			93,205			(36	)		225,564
Selling, general and administrative expenses		51,621			14,530			49,512			—			115,663


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


Other income (expense):
Interest expense		(7,724	)		(11,122	)		(425	)		11,122			(8,149	)
Interest income		18			242			12,422			(11,122	)		1,560
Other		1,422			9			(2,015	)		—			(584	)


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


Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		34,928			14,161			53,675			(36	)		102,728


Income tax expense (benefit):
Current		19,473			7,419			13,631			(65	)		40,458
Deferred		(4,969	)		(360	)		8,783			—			3,454


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


Earnings before equity in earnings of nonconsolidated subsidiaries		20,424			7,102			31,261			29			58,816
Equity in earnings of nonconsolidated subsidiaries		36,065			6,542			—			(42,532	)		75


Net earnings		56,489			13,644			31,261			(42,503	)		58,891
Less: Earnings attributable to noncontrolling interests		—			—			(2,402	)		—			(2,402	)


Net earnings attributable to Valmont Industries, Inc	$	56,489		$	13,644		$	28,859		$	(42,503	)	$	56,489

	Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales	$	1,174,955		$	501,308		$	1,052,733		$	(252,675	)	$	2,476,321
Cost of sales		837,321			377,158			795,182			(255,744	)		1,753,917


Gross profit		337,634			124,150			257,551			3,069			722,404
Selling, general and administrative expenses		157,367			42,871			149,810			—			350,048


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


Other income (expense):
Interest expense		(23,115	)		(35,696	)		(1,249	)		35,696			(24,364	)
Interest income		33			732			39,696			(35,696	)		4,765
Other		3,224			55			(2,184	)		—			1,095


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


Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		160,409			46,370			144,004			3,069			353,852


Income tax expense (benefit):
Current		65,472			20,801			40,283			772			127,328
Deferred		(7,473	)		1,342			4,856			—			(1,275	)


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


Earnings before equity in earnings of nonconsolidated subsidiaries		102,410			24,227			98,865			2,297			227,799
Equity in earnings of nonconsolidated subsidiaries		121,211			48,927			207			(169,797	)		548
							��

Net earnings		223,621			73,154			99,072			(167,500	)		228,347
Less: Earnings attributable to noncontrolling interests		—			—			(4,726	)		—			(4,726	)


Net earnings attributable to Valmont Industries, Inc	$	223,621		$	73,154		$	94,346		$	(167,500	)	$	223,621

	Total			EIP			Utility			Coatings			Irrigation			Other			Corporate

Third quarter	$	0.1		$	0.1		$	—		$	—		$	—		$	—		$	—
Year-to-date	$	(3.7	)	$	(0.8	)	$	(0.3	)	$	(0.8	)	$	(1.3	)	$	(0.9	)	$	0.4


Net cash flows from operations	$	230,034
Interest expense		30,877
Income tax expense		110,038
Deconsolidation of subsidiary		(12,011	)
Impairment of property, plant and equipment		(12,161	)
Loss on investment		(4,859	)
Debt refinancing expense		2,478
Acquisition earn-out release		(4,300	)
Deferred income tax benefit		12,901
Noncontrolling interest		(1,431	)
Equity in earnings of nonconsolidated subsidiaries		253
Stock-based compensation		(6,958	)
Pension plan expense		(3,702	)
Contribution to pension plan		19,109
Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014		11,038
Changes in assets and liabilities		64,308
Other		(799	)


EBITDA	$	434,815




Net earnings attributable to Valmont Industries, Inc.	$	198,383
Interest expense		30,877
Income tax expense		110,038
Depreciation and amortization expense		84,479
Valmont SM EBITDA—Sept. 28, 2013—March 3, 2014		11,038


EBITDA	$	434,815


Net cash flows from operations	$	207,707
Interest expense		42,199
Income tax expense		81,817
Loss on investment		(4,824	)
Non-cash debt refinancing expense		2,478
Acquisition earn-out release		4,300
Deferred income tax benefit		(13,339	)
Noncontrolling interest		(5,526	)
Equity in earnings of nonconsolidated subsidiaries		29
Stock-based compensation		(6,611	)
Pension plan expense		(1,826	)
Contribution to pension plan		16,424
Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014		2,460
Changes in assets and liabilities		53,934
Other		(385	)

EBITDA	$	378,837



Net earnings attributable to Valmont Industries, Inc.	$	158,735
Interest expense		42,199
Income tax expense		81,817
Depreciation and amortization expense		93,626
Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014		2,460

EBITDA	$	378,837

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

Long-term debt	$	768.8	$	0.2	$	2.5	$	2.1	$	764
Interest		1,002.5		10.7		85.3		85.3		821.2
Delta pension plan contributions		136.8		—		36.2		36.2		64.4
Operating leases		97.9		6.9		40.0		22.1		28.9
Acquisition earn-out payments		4.7		—		—		4.7		—
Unconditional purchase commitments		82.0		22.0		60.0		—		—


Total contractual cash obligations	$	2,092.7	$	39.8	$	224.0	$	150.4	$	1,678.5