Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
47-0351813
(I.R.S. Employer Identification No.) |
One Valmont Plaza,
Omaha, Nebraska (Address of Principal Executive Offices) |
68154-5215 (Zip Code) |
Title of each class
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Name of exchange on which registered
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Common Stock $1.00 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non‑accelerated filer
o
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Smaller reporting company
o
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(Do not check if a
smaller reporting company) |
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Page No.
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PART I
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Business
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Item 1A
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Risk Factors
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Item 1B
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety Disclosures
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PART II
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operation
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A
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Controls and Procedures
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Item 9B
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Other Information
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Part III
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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Item 14
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Principle Accountant Fees and Services
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Part IV
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Item 15
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Exhibits and Financial Statement Schedules
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(a)
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General Description of Business
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•
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Acquisition of Delta plc, a publicly-traded company headquartered in the United Kingdom that manufactures and distributes steel engineered products, provides galvanizing services and manufactures steel forged grinding media and electrolytic manganese dioxide (ESS, Energy & Mining, Coatings)
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•
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Acquisition of the remaining 40% not previously owned of Donhad Pty. Ltd., a forged steel grinding media manufacturer located in Australia (Energy & Mining)
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•
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Acquisition of an irrigation monitoring services company located in Brazil (Irrigation)
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•
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Acquisition of a galvanizing business with three locations in Ontario, Canada (Coatings)
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•
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Acquisition of a manufacturer of perforated, 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 (Energy and Mining)
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•
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Acquisition of the remaining 40% not previously owned of Valley Irrigation South Africa Pty. Ltd (Irrigation)
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•
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Acquisition of a distributor a company holding proprietary intellectual property for products serving the highway safety market located in New Zealand (ESS)
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•
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Acquisition of a manufacturer of heavy complex steel structures with two manufacturing locations in Denmark (Energy and Mining)
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•
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Acquisition of a 51% ownership stake in AgSense, which provides farmers with remote monitoring equipment for their pivots and entire farming operation (Irrigation)
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•
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Acquisition of a manufacturer of fiberglass composite support structures with two manufacturing locations in South Carolina (ESS)
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•
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Acquisition of a galvanizing business located in Hammonton, New Jersey (Coatings)
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(c)
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Narrative Description of Business
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•
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Hot-dipped Galvanizing
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•
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Anodizing
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•
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Powder Coating
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•
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E-Coating
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•
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conversion from flood irrigation
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•
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replacement of existing mechanized irrigation machines
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•
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converting land that is not irrigated to mechanized irrigation
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•
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only 2.5% of total worldwide water supply is freshwater
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•
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of that 2.5%, only 30% of freshwater is available to humans
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•
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the largest user of that freshwater is agriculture
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12/26/2015
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12/27/2014
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Engineered Support Structures
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$
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148.2
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$
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169.8
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Energy & Mining
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110.6
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156.6
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Utility Support Structures
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244.6
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279.6
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Irrigation
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86.7
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52.6
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Coatings
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0.3
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0.2
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Other
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—
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—
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$
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590.4
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$
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658.8
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(d)
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Financial Information About Geographic Areas
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(e)
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Available Information
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•
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increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers;
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•
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lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times;
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•
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increased cost of major inputs, such as scrap steel, coke, iron ore and energy;
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•
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fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and
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•
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international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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•
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weakness in the general economy, which may negatively affect tax revenues, resulting in reduced funds available for construction;
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•
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interest rate increases, which increase the cost of construction financing; and
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•
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adverse weather conditions which slow construction activity.
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•
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political and economic instability where we have foreign business operations, resulting in the reduction of the value of, or the loss of, our investment;
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•
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recessions in economies of countries in which we have business operations, decreasing our international sales;
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•
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difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and decreasing profits;
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•
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potential violation of local laws or unsanctioned management actions that could affect our profitability or ability to compete in certain markets;
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•
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difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles and irrigation designs;
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•
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increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit on these sales; and
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•
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acts of war or terrorism.
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•
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our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness;
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•
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a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business;
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•
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our ability to obtain additional financing in the future may be impaired;
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•
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we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage;
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•
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our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and
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•
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our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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•
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Laws and regulations in the United Kingdom normally require the plan trustees and us to agree on a new funding plan every three years. The next funding plan will be developed in 2016. Changes in actuarial assumptions, including future discount, inflation and interest rates, investment returns and mortality rates, may increase the underfunded position of the pension plan and cause the combined company to increase its funding levels in the pension plan to cover underfunded liabilities.
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•
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The United Kingdom regulates the pension plan and the trustees represent the interests of covered workers. Laws and regulations, under certain circumstances, could create an immediate funding obligation to the pension plan which could be significantly greater than the £120.2 million ($179.3 million) assumed for accounting purposes as of December 26, 2015. Such immediate funding is calculated by reference to the cost of buying out liabilities on the insurance market, and could affect our ability to use Delta’s existing cash or the combined company’s future excess cash to grow the business or finance other obligations. The use of Delta’s cash and future cash flows beyond the operation of Delta’s business or the satisfaction of Delta’s obligations would require negotiations with the trustees and regulators.
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Period
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(a)
Total Number of Shares Purchased |
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(b)
Average Price paid per share |
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(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
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(d)
Approximate Dollar Value of Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
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September 27, 2015 to October 24, 2015
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53,600
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$
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97.96
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53,600
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$
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201,484,000
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October 25, 2015 to November 28, 2015
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—
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—
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—
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201,484,000
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November 29, 2015 to December 26, 2015
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145,117
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106.89
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145,117
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185,972,000
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Total
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198,717
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$
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104.48
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198,717
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$
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185,972,000
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(Dollars in thousands, except per share amounts)
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2015
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2014
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2013
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2012
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2011
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Operating Data
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(3
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)
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Net sales
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$
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2,618,924
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$
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3,123,143
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$
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3,304,211
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$
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3,029,541
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$
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2,661,480
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Operating income (1)
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131,695
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357,716
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473,069
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382,296
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263,310
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||||||
Net earnings attributable to Valmont Industries, Inc. (2)
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40,117
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183,976
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278,489
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234,072
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228,308
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Depreciation and amortization
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91,144
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89,328
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77,436
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70,218
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74,560
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||||||
Capital expenditures
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45,468
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73,023
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106,753
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97,074
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83,069
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||||||
Per Share Data
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Earnings:
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Basic (2)
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$
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1.72
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$
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7.15
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$
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10.45
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$
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8.84
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$
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8.67
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Diluted (2)
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1.71
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7.09
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10.35
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8.75
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8.60
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||||||
Cash dividends declared
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1.500
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1.375
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0.975
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0.855
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|
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0.705
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||||||
Financial Position
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Working capital
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$
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860,298
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$
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995,727
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$
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1,161,260
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$
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1,013,507
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$
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844,873
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Property, plant and equipment, net
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532,489
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606,453
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534,210
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512,612
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454,877
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||||||
Total assets
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2,399,428
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2,729,668
|
|
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2,776,494
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2,568,551
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2,306,076
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||||||
Long-term debt, including current installments
|
765,041
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767,835
|
|
|
471,109
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|
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472,817
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|
|
474,650
|
|
||||||
Total Valmont Industries, Inc. shareholders’ equity.
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918,441
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1,201,833
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1,522,025
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1,349,912
|
|
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1,146,962
|
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||||||
Cash flow data:
|
|
|
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|
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|
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Net cash flows from operating activities
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$
|
272,267
|
|
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$
|
174,096
|
|
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$
|
396,442
|
|
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$
|
197,097
|
|
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$
|
149,671
|
|
|
Net cash flows from investing activities
|
(48,171
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)
|
|
(256,863
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)
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|
(131,721
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)
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(136,692
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)
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(84,063
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)
|
||||||
Net cash flows from financing activities
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(220,005
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)
|
|
(139,756
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)
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|
(37,380
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)
|
|
(16,355
|
)
|
|
(45,911
|
)
|
||||||
Financial Measures
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|
|
|
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|
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|||||||||||
Invested capital(a)
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$
|
1,766,897
|
|
|
$
|
2,103,989
|
|
|
$
|
2,113,903
|
|
|
$
|
1,981,502
|
|
|
$
|
1,769,461
|
|
|
Return on invested capital(a)
|
4.6
|
%
|
|
11.3
|
%
|
|
15.0
|
%
|
|
13.2
|
%
|
|
11.0
|
%
|
||||||
Adjusted EBITDA(b)
|
$
|
285,115
|
|
|
$
|
413,684
|
|
|
$
|
546,208
|
|
|
$
|
462,417
|
|
|
$
|
343,633
|
|
|
Return on beginning shareholders’ equity(c)
|
3.3
|
%
|
|
12.1
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%
|
|
20.6
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%
|
|
20.4
|
%
|
|
24.9
|
%
|
||||||
Leverage ratio (d)
|
2.69
|
|
|
1.89
|
|
|
0.90
|
|
|
1.05
|
|
|
1.41
|
|
||||||
Year End Data
|
|
|
|
|
|
|
|
|
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|||||||||||
Shares outstanding (000)
|
22,857
|
|
|
24,229
|
|
|
26,825
|
|
|
26,674
|
|
|
26,481
|
|
||||||
Approximate number of shareholders
|
3,000
|
|
|
2,500
|
|
|
2,500
|
|
|
2,500
|
|
|
2,800
|
|
||||||
Number of employees
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10,697
|
|
|
11,321
|
|
|
10,769
|
|
|
10,543
|
|
|
9,476
|
|
(a)
|
Return on Invested Capital is calculated as Operating Income (after-tax) divided by the average of beginning and ending Invested Capital. Invested Capital represents total assets minus total liabilities (excluding interest-bearing debt). Return on Invested Capital is one of our key operating ratios, as it allows investors to analyze our operating performance in light of the amount of investment required to generate our operating profit. Return on Invested Capital is also a measurement used to determine management incentives. Return on Invested Capital is not a measure of financial performance or liquidity under generally accepted accounting principles (GAAP). Accordingly, Invested Capital and Return on Invested Capital should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The table below shows how Invested Capital and Return on Invested Capital are calculated from our income statement and balance sheet.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating income
|
$
|
131,695
|
|
|
$
|
357,716
|
|
|
$
|
473,069
|
|
|
$
|
382,296
|
|
|
$
|
263,310
|
|
Effective tax rate (1)
|
32.0
|
%
|
|
33.4
|
%
|
|
35.1
|
%
|
|
35.2
|
%
|
|
30.2
|
%
|
|||||
Tax effect on operating income
|
(42,142
|
)
|
|
(119,477
|
)
|
|
(166,047
|
)
|
|
(134,568
|
)
|
|
(79,520
|
)
|
|||||
After-tax operating income
|
89,553
|
|
|
238,239
|
|
|
307,022
|
|
|
247,728
|
|
|
183,790
|
|
|||||
Average invested capital
|
1,935,443
|
|
|
2,108,946
|
|
|
2,047,703
|
|
|
1,875,482
|
|
|
1,673,584
|
|
|||||
Return on invested capital
|
4.6
|
%
|
|
11.3
|
%
|
|
15.0
|
%
|
|
13.2
|
%
|
|
11.0
|
%
|
|||||
Total assets
|
$
|
2,399,428
|
|
|
$
|
2,729,668
|
|
|
$
|
2,776,494
|
|
|
$
|
2,568,551
|
|
|
$
|
2,306,076
|
|
Less: Accounts and income taxes payable
|
(179,983
|
)
|
|
(196,565
|
)
|
|
(216,121
|
)
|
|
(212,424
|
)
|
|
(234,537
|
)
|
|||||
Less: Accrued expenses
|
(175,947
|
)
|
|
(176,430
|
)
|
|
(194,527
|
)
|
|
(180,408
|
)
|
|
(157,128
|
)
|
|||||
Less: Defined benefit pension liability
|
(179,323
|
)
|
|
(150,124
|
)
|
|
(154,397
|
)
|
|
(112,043
|
)
|
|
(68,024
|
)
|
|||||
Less: Deferred compensation
|
(48,417
|
)
|
|
(47,932
|
)
|
|
(39,109
|
)
|
|
(31,920
|
)
|
|
(30,741
|
)
|
|||||
Less: Other noncurrent liabilities
|
(40,290
|
)
|
|
(45,542
|
)
|
|
(51,731
|
)
|
|
(44,252
|
)
|
|
(41,418
|
)
|
|||||
Less: Dividends payable
|
(8,571
|
)
|
|
(9,086
|
)
|
|
(6,706
|
)
|
|
(6,002
|
)
|
|
(4,767
|
)
|
|||||
Total Invested capital
|
$
|
1,766,897
|
|
|
$
|
2,103,989
|
|
|
$
|
2,113,903
|
|
|
$
|
1,981,502
|
|
|
$
|
1,769,461
|
|
Beginning of year invested capital
|
$
|
2,103,989
|
|
|
$
|
2,113,903
|
|
|
$
|
1,981,502
|
|
|
$
|
1,769,461
|
|
|
$
|
1,577,707
|
|
Average invested capital
|
$
|
1,935,443
|
|
|
$
|
2,108,946
|
|
|
$
|
2,047,703
|
|
|
$
|
1,875,482
|
|
|
$
|
1,673,584
|
|
(b)
|
Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is one of our key financial ratios in that it is the basis for determining our maximum borrowing capacity at any one time. Our bank credit agreements contain a financial covenant that our total interest‑bearing debt not exceed 3.50x Adjusted EBITDA for the most recent four quarters. These bank credit agreements allow us to add estimated EBITDA from acquired businesses for periods we did not own the acquired businesses. The bank credit agreements also provide for an adjustment to EBITDA, subject to certain specified limitations, for non-cash charges or gains that are non-recurring in nature. If this financial covenant is violated, we may incur additional financing costs or be required to pay the debt before its maturity date. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The calculation of Adjusted EBITDA is as follows:
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net cash flows from operations
|
$
|
272,267
|
|
|
$
|
174,096
|
|
|
$
|
396,442
|
|
|
$
|
197,097
|
|
|
$
|
149,671
|
|
Interest expense
|
44,621
|
|
|
36,790
|
|
|
32,502
|
|
|
31,625
|
|
|
36,175
|
|
|||||
Income tax expense
|
47,427
|
|
|
94,894
|
|
|
157,781
|
|
|
126,502
|
|
|
4,590
|
|
|||||
Loss on investment
|
(4,555
|
)
|
|
(3,795
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash debt refinancing costs
|
—
|
|
|
2,478
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in fair value of contingent consideration
|
—
|
|
|
4,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(12,011
|
)
|
|
—
|
|
|
—
|
|
|||||
Impairment of goodwill and intangible assets
|
(41,970
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of property, plant and equipment
|
(19,836
|
)
|
|
—
|
|
|
(12,161
|
)
|
|
—
|
|
|
—
|
|
|||||
Deferred income tax (expense) benefit
|
(4,858
|
)
|
|
(5,251
|
)
|
|
10,141
|
|
|
(3,720
|
)
|
|
84,962
|
|
|||||
Noncontrolling interest
|
(5,216
|
)
|
|
(5,342
|
)
|
|
(1,971
|
)
|
|
(4,844
|
)
|
|
(8,918
|
)
|
|||||
Equity in earnings of nonconsolidated subsidiaries
|
(247
|
)
|
|
29
|
|
|
835
|
|
|
6,128
|
|
|
8,059
|
|
|||||
Stock-based compensation
|
(7,244
|
)
|
|
(6,730
|
)
|
|
(6,513
|
)
|
|
(5,829
|
)
|
|
(5,931
|
)
|
|||||
Pension plan expense
|
610
|
|
|
(2,638
|
)
|
|
(6,569
|
)
|
|
(4,281
|
)
|
|
(5,449
|
)
|
|||||
Contribution to pension plan
|
16,500
|
|
|
18,173
|
|
|
17,619
|
|
|
11,591
|
|
|
11,860
|
|
|||||
Changes in assets and liabilities, net of acquisitions
|
(71,863
|
)
|
|
98,376
|
|
|
(34,205
|
)
|
|
108,469
|
|
|
69,307
|
|
|||||
Other
|
(2,327
|
)
|
|
(392
|
)
|
|
4,318
|
|
|
(321
|
)
|
|
(693
|
)
|
|||||
EBITDA
|
223,309
|
|
|
404,988
|
|
|
546,208
|
|
|
462,417
|
|
|
343,633
|
|
|||||
Impairment of goodwill and intangible assets
|
41,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of property, plant and equipment
|
19,836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EBITDA from acquisitions (months in 2014 not owned by Company)
|
—
|
|
|
8,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
285,115
|
|
|
$
|
413,684
|
|
|
$
|
546,208
|
|
|
$
|
462,417
|
|
|
$
|
343,633
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net earnings attributable to Valmont Industries, Inc.
|
$
|
40,117
|
|
|
$
|
183,976
|
|
|
$
|
278,489
|
|
|
$
|
234,072
|
|
|
$
|
228,308
|
|
Interest expense
|
44,621
|
|
|
36,790
|
|
|
32,502
|
|
|
31,625
|
|
|
36,175
|
|
|||||
Income tax expense
|
47,427
|
|
|
94,894
|
|
|
157,781
|
|
|
126,502
|
|
|
4,590
|
|
|||||
Depreciation and amortization expense
|
91,144
|
|
|
89,328
|
|
|
77,436
|
|
|
70,218
|
|
|
74,560
|
|
|||||
EBITDA
|
223,309
|
|
|
404,988
|
|
|
546,208
|
|
|
462,417
|
|
|
343,633
|
|
|||||
Impairment of goodwill and intangible assets
|
41,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of property, plant and equipment
|
19,836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EBITDA from acquisitions (months in 2014 not owned by Company)
|
—
|
|
|
8,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
285,115
|
|
|
$
|
413,684
|
|
|
$
|
546,208
|
|
|
$
|
462,417
|
|
|
$
|
343,633
|
|
(c)
|
Return on beginning shareholders’ equity is calculated by dividing Net earnings attributable to Valmont Industries, Inc. by the prior year’s ending Total Valmont Industries, Inc. shareholders’ equity.
|
(d)
|
Leverage ratio is calculated as the sum of current portion of long-term debt, notes payable to bank, and long-term debt divided by Adjusted EBITDA. The leverage ratio is one of the key financial ratios in the covenants under our major debt agreements and the ratio cannot exceed 3.5 for any reporting period (four quarters). If those covenants are violated, we may incur additional financing costs or be required to pay the debt before its maturity date. Leverage ratio is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The calculation of this ratio is as follows:
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Current portion of long-term debt
|
$
|
1,077
|
|
|
$
|
1,181
|
|
|
$
|
202
|
|
|
$
|
224
|
|
|
$
|
235
|
|
Notes payable to bank
|
976
|
|
|
13,952
|
|
|
19,024
|
|
|
13,375
|
|
|
11,403
|
|
|||||
Long-term debt
|
763,964
|
|
|
766,654
|
|
|
470,907
|
|
|
472,593
|
|
|
474,415
|
|
|||||
Total interest bearing debt
|
766,017
|
|
|
781,787
|
|
|
490,133
|
|
|
486,192
|
|
|
486,053
|
|
|||||
Adjusted EBITDA
|
285,115
|
|
|
413,684
|
|
|
546,208
|
|
|
462,417
|
|
|
343,633
|
|
|||||
Leverage Ratio
|
2.69
|
|
|
1.89
|
|
|
0.90
|
|
|
1.05
|
|
|
1.41
|
|
|
2015
|
|
2014
|
|
Change
2015 - 2014 |
|
2013
|
|
Change
2014 - 2013 |
||||||||
|
Dollars in millions, except per share amounts
|
||||||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,618.9
|
|
|
$
|
3,123.1
|
|
|
(16.1
|
)%
|
|
$
|
3,304.2
|
|
|
(5.5
|
)%
|
Gross profit
|
621.0
|
|
|
808.1
|
|
|
(23.2
|
)%
|
|
945.2
|
|
|
(14.5
|
)%
|
|||
as a percent of sales
|
23.7
|
%
|
|
25.9
|
%
|
|
|
|
28.6
|
%
|
|
|
|||||
SG&A expense
|
489.3
|
|
|
450.4
|
|
|
8.6
|
%
|
|
472.1
|
|
|
(4.6
|
)%
|
|||
as a percent of sales
|
18.7
|
%
|
|
14.4
|
%
|
|
|
|
14.3
|
%
|
|
|
|||||
Operating income
|
131.7
|
|
|
357.7
|
|
|
(63.2
|
)%
|
|
473.1
|
|
|
(24.4
|
)%
|
|||
as a percent of sales
|
5.0
|
%
|
|
11.5
|
%
|
|
|
|
14.3
|
%
|
|
|
|||||
Net interest expense
|
41.3
|
|
|
30.7
|
|
|
34.5
|
%
|
|
26.0
|
|
|
18.1
|
%
|
|||
Effective tax rate
|
51.0
|
%
|
|
33.4
|
%
|
|
|
|
35.1
|
%
|
|
|
|||||
Net earnings attributable to Valmont Industries, Inc
|
40.1
|
|
|
184.0
|
|
|
(78.2
|
)%
|
|
278.5
|
|
|
(33.9
|
)%
|
|||
Diluted earnings per share
|
$
|
1.71
|
|
|
$
|
7.09
|
|
|
(75.9
|
)%
|
|
$
|
10.35
|
|
|
(31.5
|
)%
|
Engineered Support Structures Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
748.4
|
|
|
$
|
735.0
|
|
|
1.8
|
%
|
|
$
|
696.3
|
|
|
5.6
|
%
|
Gross profit
|
191.6
|
|
|
194.2
|
|
|
(1.3
|
)%
|
|
197.4
|
|
|
(1.6
|
)%
|
|||
SG&A expense
|
132.0
|
|
|
128.2
|
|
|
3.0
|
%
|
|
131.5
|
|
|
(2.5
|
)%
|
|||
Operating income
|
59.6
|
|
|
66.0
|
|
|
(9.7
|
)%
|
|
65.9
|
|
|
0.2
|
%
|
|||
Energy & Mining Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
333.2
|
|
|
$
|
443.7
|
|
|
(24.9
|
)%
|
|
$
|
339.8
|
|
|
30.6
|
%
|
Gross profit
|
53.4
|
|
|
93.8
|
|
|
(43.1
|
)%
|
|
79.5
|
|
|
18.0
|
%
|
|||
SG&A expense
|
72.1
|
|
|
52.5
|
|
|
37.3
|
%
|
|
44.4
|
|
|
18.2
|
%
|
|||
Operating income
|
(18.7
|
)
|
|
41.3
|
|
|
(145.3
|
)%
|
|
35.1
|
|
|
17.7
|
%
|
|||
Utility Support Structures Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
673.3
|
|
|
$
|
822.6
|
|
|
(18.1
|
)%
|
|
$
|
959.7
|
|
|
(14.3
|
)%
|
Gross profit
|
116.0
|
|
|
172.0
|
|
|
(32.6
|
)%
|
|
257.4
|
|
|
(33.2
|
)%
|
|||
SG&A expense
|
78.2
|
|
|
76.9
|
|
|
1.7
|
%
|
|
82.7
|
|
|
(7.0
|
)%
|
|||
Operating income
|
37.8
|
|
|
95.1
|
|
|
(60.3
|
)%
|
|
174.7
|
|
|
(45.6
|
)%
|
|||
Coatings Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
255.5
|
|
|
$
|
278.4
|
|
|
(8.2
|
)%
|
|
$
|
301.0
|
|
|
(7.5
|
)%
|
Gross profit
|
79.8
|
|
|
98.1
|
|
|
(18.7
|
)%
|
|
106.7
|
|
|
(8.1
|
)%
|
|||
SG&A expense
|
52.4
|
|
|
37.1
|
|
|
41.2
|
%
|
|
31.8
|
|
|
16.7
|
%
|
|||
Operating income
|
27.4
|
|
|
61.0
|
|
|
(55.1
|
)%
|
|
74.9
|
|
|
(18.6
|
)%
|
|||
Irrigation Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
605.8
|
|
|
$
|
839.7
|
|
|
(27.9
|
)%
|
|
$
|
964.4
|
|
|
(12.9
|
)%
|
Gross profit
|
183.5
|
|
|
248.1
|
|
|
(26.0
|
)%
|
|
304.8
|
|
|
(18.6
|
)%
|
|||
SG&A expense
|
99.0
|
|
|
96.6
|
|
|
2.5
|
%
|
|
98.4
|
|
|
(1.8
|
)%
|
|||
Operating income
|
84.5
|
|
|
151.5
|
|
|
(44.2
|
)%
|
|
206.4
|
|
|
(26.6
|
)%
|
|||
Other
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2.7
|
|
|
$
|
3.7
|
|
|
(27.0
|
)%
|
|
$
|
43.0
|
|
|
(91.4
|
)%
|
Gross profit
|
(3.1
|
)
|
|
1.7
|
|
|
(282.4
|
)%
|
|
(0.8
|
)
|
|
312.5
|
%
|
|||
SG&A expense
|
6.7
|
|
|
3.2
|
|
|
109.4
|
%
|
|
6.4
|
|
|
(50.0
|
)%
|
|||
Operating income
|
(9.8
|
)
|
|
(1.5
|
)
|
|
553.3
|
%
|
|
(7.2
|
)
|
|
(79.2
|
)%
|
|||
Net corporate expense
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
(200.0
|
)%
|
|
$
|
0.2
|
|
|
—
|
%
|
SG&A expense
|
48.9
|
|
|
55.9
|
|
|
(12.5
|
)%
|
|
76.9
|
|
|
(27.3
|
)%
|
|||
Operating loss
|
(49.1
|
)
|
|
(55.7
|
)
|
|
(11.8
|
)%
|
|
(76.7
|
)
|
|
(27.4
|
)%
|
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
||||||||||||||
Sales - 2014
|
$
|
3,123.1
|
|
$
|
735.0
|
|
$
|
443.7
|
|
$
|
822.6
|
|
$
|
278.4
|
|
$
|
839.7
|
|
$
|
3.7
|
|
Volume
|
(302.7
|
)
|
22.4
|
|
(49.7
|
)
|
(65.8
|
)
|
(18.5
|
)
|
(190.1
|
)
|
(1.0
|
)
|
|||||||
Pricing/mix
|
(86.9
|
)
|
(3.8
|
)
|
(6.9
|
)
|
(76.3
|
)
|
12.5
|
|
(12.4
|
)
|
—
|
|
|||||||
Acquisitions
|
73.6
|
|
44.9
|
|
15.4
|
|
—
|
|
2.2
|
|
11.1
|
|
—
|
|
|||||||
Currency translation
|
(188.2
|
)
|
(50.1
|
)
|
(69.3
|
)
|
(7.2
|
)
|
(19.1
|
)
|
(42.5
|
)
|
—
|
|
|||||||
Sales - 2015
|
$
|
2,618.9
|
|
$
|
748.4
|
|
$
|
333.2
|
|
$
|
673.3
|
|
$
|
255.5
|
|
$
|
605.8
|
|
$
|
2.7
|
|
Gross Profit
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
Corporate
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Full year
|
$
|
(21.7
|
)
|
$
|
(4.1
|
)
|
$
|
(6.4
|
)
|
$
|
(4.5
|
)
|
$
|
(6.0
|
)
|
$
|
(0.7
|
)
|
$
|
—
|
|
$
|
—
|
|
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
Corporate
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Full year
|
$
|
(39.9
|
)
|
$
|
(9.3
|
)
|
$
|
(7.1
|
)
|
$
|
(5.2
|
)
|
$
|
(6.6
|
)
|
$
|
(1.3
|
)
|
$
|
(4.0
|
)
|
$
|
(6.4
|
)
|
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
Corporate
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year-to-date
|
$
|
(17.3
|
)
|
$
|
(3.4
|
)
|
$
|
(5.5
|
)
|
$
|
0.2
|
|
$
|
(1.9
|
)
|
$
|
(7.6
|
)
|
$
|
—
|
|
$
|
0.9
|
|
•
|
acquisition of Valmont SM, AgSense, Shakespeare, and American Galvanizing with expenses of $12.7 million;
|
•
|
increased doubtful account provisions of $11.1 million, principally in the irrigation segment;
|
•
|
expenses incurred related to the restructuring plan of $18.2 million; and
|
•
|
impairment of goodwill and trade names of $42.0 million.
|
•
|
currency translation effects of $23.5 million due to the strengthening of the U.S. dollar primarily against the Australian dollar, Brazilian Real, Euro, and South African Rand;
|
•
|
decreased employee incentive accruals and other compensation costs of $10.2 million, due to lower operating results;
|
•
|
lower expenses associated with the Delta Pension Plan of $3.2 million, and;
|
•
|
reduced deferred compensation expenses of $2.6 million, which is offset by the same amount of other expense.
|
•
|
decreased employee incentive accruals of $8.7 million, due to reduced operating results;
|
•
|
lower expenses associated with the Delta Pension Plan of $3.3 million; and
|
•
|
reduced deferred compensation expenses of $2.6 million, which was offset by the same amount of other expense.
|
|
|
||||||||||||||||||||
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
||||||||||||||
Sales - 2013
|
$
|
3,304.2
|
|
$
|
696.3
|
|
$
|
339.8
|
|
$
|
959.7
|
|
$
|
301.0
|
|
$
|
964.4
|
|
$
|
43.0
|
|
Volume
|
(198.1
|
)
|
27.4
|
|
(27.3
|
)
|
(63.4
|
)
|
(21.6
|
)
|
(112.4
|
)
|
(0.8
|
)
|
|||||||
Pricing/mix
|
(70.2
|
)
|
(3.2
|
)
|
0.4
|
|
(71.8
|
)
|
8.1
|
|
(3.7
|
)
|
—
|
|
|||||||
Acquisitions/Divestiture
|
136.8
|
|
21.5
|
|
150.9
|
|
—
|
|
—
|
|
2.9
|
|
(38.5
|
)
|
|||||||
Currency translation
|
(49.6
|
)
|
(7.0
|
)
|
(20.1
|
)
|
(1.9
|
)
|
(9.1
|
)
|
(11.5
|
)
|
—
|
|
|||||||
Sales - 2014
|
$
|
3,123.1
|
|
$
|
735.0
|
|
$
|
443.7
|
|
$
|
822.6
|
|
$
|
278.4
|
|
$
|
839.7
|
|
$
|
3.7
|
|
|
|
|
|
|
|
|
|
|
Total
|
ESS
|
Energy & Mining
|
Utility
|
Coatings
|
Irrigation
|
Other
|
Corporate
|
||||||||||||||||
Full year
|
$
|
(6.2
|
)
|
$
|
(0.5
|
)
|
$
|
(2.7
|
)
|
$
|
(0.4
|
)
|
$
|
(1.1
|
)
|
$
|
(2.0
|
)
|
$
|
—
|
|
$
|
0.5
|
|
•
|
decreased employee incentive accruals of $37.4 million, due to lower operating results and decreased share price in valuing long-term incentive plans;
|
•
|
decreased doubtful account provisions of $3.7 million, principally in the Irrigation segment;
|
•
|
lower expenses associated with the Delta Pension Plan of $3.9 million; and
|
•
|
EMD was deconsolidated in December 2013, which resulted in reduced expenses of $4.9 million.
|
•
|
the sale of one of our galvanizing facilities in Australia resulted in a 2013 gain of $4.6 million, which was reported as a reduction of SG&A expense;
|
•
|
higher information technology and product development costs of approximately $5.2 million, and;
|
•
|
the acquisition of Shakespeare in October 2014, AgSense in August 2014, Valmont SM in March 2014, and Armorflex in December 2013 included combined SG&A expenses in 2014 of $16.2 million.
|
•
|
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.
|
•
|
lower employee incentives associated with reduced net earnings ($17.1 million);
|
•
|
decreased expenses associated with the Delta Pension Plan ($3.9 million); and
|
•
|
decreased deferred compensation plan expense ($2.0 million). The deferred compensation expense recorded within corporate expense has a corresponding offset by the same amount in other income (expense).
|
•
|
$250.2 million face value ($254.7 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020.
|
•
|
$250 million face value ($248.9 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.
|
•
|
$250 million face value ($246.7 million carrying value) of senior unsecured notes that bear interest at 5.25% per annum and are due in October 2054.
|
•
|
We are allowed to repurchase the notes subject to the payment of a make-whole premium. All three tranches of these notes are guaranteed by certain of our subsidiaries.
|
(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 our senior debt published by Standard & Poor's Rating Services and Moody's Investors Service, Inc.; or
|
•
|
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 (inclusive of facility fees),
|
•
|
Interest-bearing debt is not to exceed 3.50x Adjusted EBITDA of the prior four quarters; and
|
•
|
Adjusted EBITDA over the prior four quarters must be at least 2.50x our interest expense over the same period.
|
Interest-bearing debt
|
$
|
766,017
|
|
Adjusted EBITDA-last four quarters
|
285,115
|
|
|
Leverage ratio
|
2.69
|
|
|
|
|
||
Adjusted EBITDA-last four quarters
|
285,115
|
|
|
Interest expense-last four quarters
|
44,621
|
|
|
Interest earned ratio
|
6.39
|
|
Contractual Obligations
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
After 2020
|
|||||||||||
Long‑term debt
|
$
|
765.0
|
|
|
$
|
1.1
|
|
|
$
|
1.8
|
|
|
$
|
251.7
|
|
|
$
|
510.4
|
|
|
Interest
|
951.2
|
|
|
42.5
|
|
|
85.0
|
|
|
82.3
|
|
|
741.4
|
|
||||||
Delta pension plan contributions
|
165.6
|
|
|
16.6
|
|
|
33.1
|
|
|
33.1
|
|
|
82.8
|
|
||||||
Operating leases
|
101.6
|
|
|
20.8
|
|
|
31.4
|
|
|
17.4
|
|
|
32.0
|
|
||||||
Acquisition earn-out payments
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||||
Unconditional purchase commitments
|
48.8
|
|
|
48.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
$
|
2,035.8
|
|
|
$
|
129.8
|
|
|
$
|
154.9
|
|
|
$
|
384.5
|
|
|
$
|
1,366.6
|
|
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Australian dollar
|
$
|
22.3
|
|
|
$
|
24.6
|
|
Chinese Renminbi
|
12.6
|
|
|
14.0
|
|
||
Danish Krone
|
11.4
|
|
|
13.8
|
|
||
U.K. pound
|
7.4
|
|
|
6.5
|
|
||
Canadian dollar
|
5.5
|
|
|
6.4
|
|
||
Euro
|
4.4
|
|
|
8.1
|
|
||
Brazilian real
|
2.2
|
|
|
3.3
|
|
•
|
age of the accounts receivable
|
•
|
customer credit history
|
•
|
customer financial information
|
•
|
reasons for non-payment (product, service or billing issues).
|
•
|
costs to correct the product problem in the field, including labor costs
|
•
|
costs for replacement parts
|
•
|
other direct costs associated with warranty claims
|
•
|
the number of product units subject to warranty claims
|
•
|
Discount rate is based on the yields available on AA-rated corporate bonds with durational periods similar to that of the pension liabilities.
|
•
|
Expected return on plan assets is based on our asset allocation mix and our historical return, taking into consideration current and expected market conditions. Most of the assets in the pension plan are invested in corporate bonds, the expected return of which are estimated based on the yield available on AA rated corporate bonds. The long-term expected returns on equities are based on historic performance over the long-term.
|
•
|
Inflation is based on the estimated change in the consumer price index (“CPI”) or the retail price index (“RPI”), depending on the relevant plan provisions.
|
Assumptions
|
Pension
|
|
Discount rate
|
3.75
|
%
|
Expected return on plan assets
|
5.15
|
%
|
Inflation - CPI
|
2.15
|
%
|
Inflation - RPI
|
3.25
|
%
|
Assumptions
In Millions of Dollars
|
Increase
in Pension Expense |
||
0.50% decrease in discount rate
|
$
|
0.6
|
|
0.50% decrease in expected return on plan assets
|
$
|
2.7
|
|
0.50% increase in inflation
|
$
|
2.1
|
|
|
Page
|
Consolidated Financial Statements
|
|
Consolidated Statements of Earnings—Three-Year Period Ended December 26, 2015
|
|
Consolidated Statements of Comprehensive Income—Three-Year Period Ended December 26, 2015
|
|
Consolidated Balance Sheets—December 26, 2015 and December 27, 2014
|
|
Consolidated Statements of Cash Flows—Three-Year Period Ended December 26, 2015
|
|
Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 26, 2015
|
|
Notes to Consolidated Financial Statements—Three-Year Period Ended December 26, 2015
|
|
2015
|
|
2014
|
|
2013
|
||||||
Product sales
|
$
|
2,338,132
|
|
|
$
|
2,824,456
|
|
|
$
|
2,976,359
|
|
Services sales
|
280,792
|
|
|
298,687
|
|
|
327,852
|
|
|||
Net sales
|
2,618,924
|
|
|
3,123,143
|
|
|
3,304,211
|
|
|||
Product cost of sales
|
1,804,055
|
|
|
2,118,687
|
|
|
2,144,942
|
|
|||
Services cost of sales
|
193,836
|
|
|
196,339
|
|
|
214,041
|
|
|||
Total cost of sales
|
1,997,891
|
|
|
2,315,026
|
|
|
2,358,983
|
|
|||
Gross profit
|
621,033
|
|
|
808,117
|
|
|
945,228
|
|
|||
Selling, general and administrative expenses
|
447,368
|
|
|
450,401
|
|
|
472,159
|
|
|||
Impairment of goodwill and intangible assets
|
41,970
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
131,695
|
|
|
357,716
|
|
|
473,069
|
|
|||
Other income (expenses):
|
|
|
|
|
|
||||||
Interest expense
|
(44,621
|
)
|
|
(36,790
|
)
|
|
(32,502
|
)
|
|||
Interest income
|
3,296
|
|
|
6,046
|
|
|
6,477
|
|
|||
Costs associated with refinancing of debt
|
—
|
|
|
(38,705
|
)
|
|
—
|
|
|||
Other
|
2,637
|
|
|
(4,084
|
)
|
|
2,373
|
|
|||
|
(38,688
|
)
|
|
(73,533
|
)
|
|
(23,652
|
)
|
|||
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
|
93,007
|
|
|
284,183
|
|
|
449,417
|
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current
|
42,569
|
|
|
89,643
|
|
|
167,922
|
|
|||
Deferred
|
4,858
|
|
|
5,251
|
|
|
(10,141
|
)
|
|||
|
47,427
|
|
|
94,894
|
|
|
157,781
|
|
|||
Earnings before equity in earnings of nonconsolidated subsidiaries
|
45,580
|
|
|
189,289
|
|
|
291,636
|
|
|||
Equity in earnings of nonconsolidated subsidiaries
|
(247
|
)
|
|
29
|
|
|
835
|
|
|||
Loss from deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(12,011
|
)
|
|||
Net earnings
|
45,333
|
|
|
189,318
|
|
|
280,460
|
|
|||
Less: Earnings attributable to noncontrolling interests
|
(5,216
|
)
|
|
(5,342
|
)
|
|
(1,971
|
)
|
|||
Net earnings attributable to Valmont Industries, Inc.
|
$
|
40,117
|
|
|
$
|
183,976
|
|
|
$
|
278,489
|
|
Earnings per share:
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.72
|
|
|
$
|
7.15
|
|
|
$
|
10.45
|
|
Diluted
|
$
|
1.71
|
|
|
$
|
7.09
|
|
|
$
|
10.35
|
|
Cash dividends declared per share
|
$
|
1.500
|
|
|
$
|
1.375
|
|
|
$
|
0.975
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings
|
$
|
45,333
|
|
|
$
|
189,318
|
|
|
$
|
280,460
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Unrealized translation gains (losses)
|
(96,694
|
)
|
|
(82,275
|
)
|
|
(71,698
|
)
|
|||
Realized loss on sale of foreign entity investment included in other expense
|
—
|
|
|
—
|
|
|
5,194
|
|
|||
Realized loss on deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
8,559
|
|
|||
|
$
|
(96,694
|
)
|
|
$
|
(82,275
|
)
|
|
$
|
(57,945
|
)
|
Gain/(loss) on cash flow hedge:
|
|
|
|
|
|
||||||
Amortization cost included in interest expense
|
74
|
|
|
594
|
|
|
400
|
|
|||
Realized (gain) loss included in net earnings
|
(3,130
|
)
|
|
983
|
|
|
—
|
|
|||
Unrealized gain (loss) on cash flow hedge
|
2,855
|
|
|
4,837
|
|
|
—
|
|
|||
|
(201
|
)
|
|
6,414
|
|
|
400
|
|
|||
Actuarial gain (loss) in defined benefit pension plan, net of tax expense (benefit) of ($10,732) in 2015, ($3,450) in 2014, and ($10,143) in 2013
|
(40,274
|
)
|
|
(13,709
|
)
|
|
(41,282
|
)
|
|||
Other comprehensive income (loss)
|
(137,169
|
)
|
|
(89,570
|
)
|
|
(98,827
|
)
|
|||
Comprehensive income (loss)
|
(91,836
|
)
|
|
99,748
|
|
|
181,633
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
(832
|
)
|
|
(2,520
|
)
|
|
(9,174
|
)
|
|||
Comprehensive income (loss) attributable to Valmont Industries, Inc.
|
$
|
(92,668
|
)
|
|
$
|
97,228
|
|
|
$
|
172,459
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
349,074
|
|
|
$
|
371,579
|
|
Receivables, less allowance of $10,055 in 2015 and $6,672 in 2014
|
466,443
|
|
|
536,918
|
|
||
Inventories
|
340,672
|
|
|
359,522
|
|
||
Prepaid expenses
|
46,137
|
|
|
56,912
|
|
||
Refundable and deferred income taxes
|
24,526
|
|
|
68,010
|
|
||
Total current assets
|
1,226,852
|
|
|
1,392,941
|
|
||
Property, plant and equipment, at cost
|
1,081,056
|
|
|
1,139,569
|
|
||
Less accumulated depreciation and amortization
|
548,567
|
|
|
533,116
|
|
||
Net property, plant and equipment
|
532,489
|
|
|
606,453
|
|
||
Goodwill
|
336,916
|
|
|
385,111
|
|
||
Other intangible assets, net
|
170,197
|
|
|
202,004
|
|
||
Other assets, less allowance for doubtful receivables of $10,953 in 2015 and $3,250 in 2014
|
132,974
|
|
|
143,159
|
|
||
Total assets
|
$
|
2,399,428
|
|
|
$
|
2,729,668
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
1,077
|
|
|
$
|
1,181
|
|
Notes payable to banks
|
976
|
|
|
13,952
|
|
||
Accounts payable
|
179,983
|
|
|
196,565
|
|
||
Accrued employee compensation and benefits
|
70,354
|
|
|
87,950
|
|
||
Accrued expenses
|
105,593
|
|
|
88,480
|
|
||
Dividends payable
|
8,571
|
|
|
9,086
|
|
||
Total current liabilities
|
366,554
|
|
|
397,214
|
|
||
Deferred income taxes
|
35,669
|
|
|
71,797
|
|
||
Long-term debt, excluding current installments
|
763,964
|
|
|
766,654
|
|
||
Defined benefit pension liability
|
179,323
|
|
|
150,124
|
|
||
Deferred compensation
|
48,417
|
|
|
47,932
|
|
||
Other noncurrent liabilities
|
40,290
|
|
|
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
|
|
||
Additional paid-in capital
|
—
|
|
|
—
|
|
||
Retained earnings
|
1,729,679
|
|
|
1,718,662
|
|
||
Accumulated other comprehensive income (loss)
|
(267,218
|
)
|
|
(134,433
|
)
|
||
Cost of treasury stock, common shares of 5,042,775 in 2015 and 3,670,781 in 2014
|
(571,920
|
)
|
|
(410,296
|
)
|
||
Total Valmont Industries, Inc. shareholders’ equity
|
918,441
|
|
|
1,201,833
|
|
||
Noncontrolling interest in consolidated subsidiaries
|
46,770
|
|
|
48,572
|
|
||
Total shareholders’ equity
|
965,211
|
|
|
1,250,405
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,399,428
|
|
|
$
|
2,729,668
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
45,333
|
|
|
$
|
189,318
|
|
|
$
|
280,460
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
91,144
|
|
|
89,328
|
|
|
77,436
|
|
|||
Noncash loss on trading securities
|
4,555
|
|
|
3,795
|
|
|
—
|
|
|||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
12,011
|
|
|||
Impairment of property, plant and equipment
|
19,836
|
|
|
—
|
|
|
12,161
|
|
|||
Impairment of goodwill & intangible assets
|
41,970
|
|
|
—
|
|
|
—
|
|
|||
Non-cash debt refinancing costs
|
—
|
|
|
(2,478
|
)
|
|
—
|
|
|||
Stock-based compensation
|
7,244
|
|
|
6,730
|
|
|
6,513
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(4,300
|
)
|
|
—
|
|
|||
Defined benefit pension plan expense (benefit)
|
(610
|
)
|
|
2,638
|
|
|
6,569
|
|
|||
Contribution to defined benefit pension plan
|
(16,500
|
)
|
|
(18,173
|
)
|
|
(17,619
|
)
|
|||
(Gain) loss on sale of property, plant and equipment
|
2,327
|
|
|
392
|
|
|
(4,318
|
)
|
|||
Equity in earnings in nonconsolidated subsidiaries
|
247
|
|
|
(29
|
)
|
|
(835
|
)
|
|||
Deferred income taxes
|
4,858
|
|
|
5,251
|
|
|
(10,141
|
)
|
|||
Changes in assets and liabilities (net of acquisitions):
|
|
|
|
|
|
||||||
Receivables
|
50,267
|
|
|
907
|
|
|
(12,708
|
)
|
|||
Inventories
|
3,296
|
|
|
21,458
|
|
|
13,431
|
|
|||
Prepaid expenses
|
10,844
|
|
|
(13,594
|
)
|
|
4,115
|
|
|||
Accounts payable
|
(6,805
|
)
|
|
(34,321
|
)
|
|
12,448
|
|
|||
Accrued expenses
|
8,918
|
|
|
(34,778
|
)
|
|
21,698
|
|
|||
Other noncurrent liabilities
|
(1,764
|
)
|
|
1,755
|
|
|
(1,474
|
)
|
|||
Income taxes payable (refundable)
|
7,107
|
|
|
(39,803
|
)
|
|
(3,305
|
)
|
|||
Net cash flows from operating activities
|
272,267
|
|
|
174,096
|
|
|
396,442
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(45,468
|
)
|
|
(73,023
|
)
|
|
(106,753
|
)
|
|||
Proceeds from sale of assets
|
3,249
|
|
|
2,489
|
|
|
37,582
|
|
|||
Acquisitions, net of cash acquired
|
(12,778
|
)
|
|
(185,710
|
)
|
|
(63,152
|
)
|
|||
Other, net
|
6,826
|
|
|
(619
|
)
|
|
602
|
|
|||
Net cash flows from investing activities
|
(48,171
|
)
|
|
(256,863
|
)
|
|
(131,721
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net borrowings under short-term agreements
|
(12,853
|
)
|
|
(4,472
|
)
|
|
5,510
|
|
|||
Proceeds from long-term borrowings
|
68,000
|
|
|
652,211
|
|
|
274
|
|
|||
Principal payments on long-term borrowings
|
(69,098
|
)
|
|
(357,858
|
)
|
|
(591
|
)
|
|||
Cash decrease due to deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(11,615
|
)
|
|||
Settlement of financial derivatives
|
—
|
|
|
4,981
|
|
|
—
|
|
|||
Dividends paid
|
(35,357
|
)
|
|
(32,443
|
)
|
|
(25,414
|
)
|
|||
Dividends to noncontrolling interest
|
(2,634
|
)
|
|
(2,919
|
)
|
|
(1,767
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(9,324
|
)
|
|||
Debt issuance fees
|
—
|
|
|
(7,644
|
)
|
|
—
|
|
|||
Proceeds from exercises under stock plans
|
13,075
|
|
|
14,572
|
|
|
16,348
|
|
|||
Excess tax benefits from stock option exercises
|
1,699
|
|
|
4,264
|
|
|
5,306
|
|
|||
Purchase of treasury shares
|
(168,983
|
)
|
|
(395,045
|
)
|
|
—
|
|
|||
Purchase of common treasury shares—stock plan exercises
|
(13,854
|
)
|
|
(15,403
|
)
|
|
(16,107
|
)
|
|||
Net cash flows from financing activities
|
(220,005
|
)
|
|
(139,756
|
)
|
|
(37,380
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(26,596
|
)
|
|
(19,604
|
)
|
|
(27,764
|
)
|
|||
Net change in cash and cash equivalents
|
(22,505
|
)
|
|
(242,127
|
)
|
|
199,577
|
|
|||
Cash and cash equivalents—beginning of year
|
371,579
|
|
|
613,706
|
|
|
414,129
|
|
|||
Cash and cash equivalents—end of period
|
$
|
349,074
|
|
|
$
|
371,579
|
|
|
$
|
613,706
|
|
|
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
|
—
|
|
|
—
|
|
|
278,489
|
|
|
—
|
|
|
—
|
|
|
1,971
|
|
|
280,460
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,623
|
)
|
|
—
|
|
|
(7,204
|
)
|
|
(98,827
|
)
|
|||||||
Cash dividends declared ($0.975 per share)
|
—
|
|
|
—
|
|
|
(26,118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,118
|
)
|
|||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,767
|
)
|
|
(1,767
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
(2,038
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,286
|
)
|
|
(9,324
|
)
|
|||||||
Deconsolidation of EMD
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,316
|
)
|
|
(20,316
|
)
|
|||||||
Acquisition of Locker
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|
325
|
|
|||||||
Stock plan exercises; 103,023 shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,107
|
)
|
|
—
|
|
|
(16,107
|
)
|
|||||||
Stock options exercised; 216,105 shares issued
|
—
|
|
|
(9,781
|
)
|
|
9,770
|
|
|
—
|
|
|
16,359
|
|
|
—
|
|
|
16,348
|
|
|||||||
Tax benefit from stock option exercises
|
—
|
|
|
5,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,306
|
|
|||||||
Stock option expense
|
—
|
|
|
5,194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,194
|
|
|||||||
Stock awards; 33,721 shares issued
|
—
|
|
|
1,319
|
|
|
—
|
|
|
—
|
|
|
1,343
|
|
|
—
|
|
|
2,662
|
|
|||||||
Balance at December 28, 2013
|
27,900
|
|
|
—
|
|
|
1,562,670
|
|
|
(47,685
|
)
|
|
(20,860
|
)
|
|
22,821
|
|
|
1,544,846
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
183,976
|
|
|
—
|
|
|
—
|
|
|
5,342
|
|
|
189,318
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,748
|
)
|
|
—
|
|
|
(2,822
|
)
|
|
(89,570
|
)
|
|||||||
Cash dividends declared ($1.375 per share)
|
—
|
|
|
—
|
|
|
(35,036
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,036
|
)
|
|||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,919
|
)
|
|
(2,919
|
)
|
|||||||
Acquisition of DS SM
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,309
|
|
|
9,309
|
|
|||||||
Acquisition of AgSense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,333
|
|
|
16,333
|
|
|||||||
Addition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508
|
|
|
508
|
|
|||||||
Purchase of treasury shares; 2,711,149 shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,045
|
)
|
|
—
|
|
|
(395,045
|
)
|
|||||||
Stock plan exercises; 97,974 shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,403
|
)
|
|
—
|
|
|
(15,403
|
)
|
|||||||
Stock options exercised; 194,627 shares issued
|
—
|
|
|
(10,994
|
)
|
|
7,052
|
|
|
—
|
|
|
18,514
|
|
|
—
|
|
|
14,572
|
|
|||||||
Tax benefit from stock option exercises
|
—
|
|
|
4,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,264
|
|
|||||||
Stock option expense
|
—
|
|
|
4,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,461
|
|
|||||||
Stock awards; 22,010 shares issued
|
|
|
2,269
|
|
|
|
|
|
|
2,498
|
|
|
|
|
4,767
|
|
|||||||||||
Balance at December 27, 2014
|
27,900
|
|
|
—
|
|
|
1,718,662
|
|
|
(134,433
|
)
|
|
(410,296
|
)
|
|
48,572
|
|
|
1,250,405
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
40,117
|
|
|
—
|
|
|
—
|
|
|
5,216
|
|
|
45,333
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,785
|
)
|
|
—
|
|
|
(4,384
|
)
|
|
(137,169
|
)
|
|||||||
Cash dividends declared ($1.50 per share)
|
—
|
|
|
—
|
|
|
(34,816
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,816
|
)
|
|||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,634
|
)
|
|
(2,634
|
)
|
|||||||
Purchase of treasury shares; 1,435,488 shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,983
|
)
|
|
—
|
|
|
(168,983
|
)
|
|||||||
Stock plan exercises; 112,995 shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,854
|
)
|
|
—
|
|
|
(13,854
|
)
|
|||||||
Stock options exercised; 169,493 shares issued
|
—
|
|
|
(12,895
|
)
|
|
5,716
|
|
|
—
|
|
|
20,254
|
|
|
—
|
|
|
13,075
|
|
|||||||
Tax benefit from stock option exercises
|
—
|
|
|
1,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,699
|
|
|||||||
Stock option expense
|
—
|
|
|
5,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,137
|
|
|||||||
Stock awards; 10,329 shares issued
|
—
|
|
|
6,059
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
7,018
|
|
|||||||
Balance at December 26, 2015
|
$
|
27,900
|
|
|
$
|
—
|
|
|
$
|
1,729,679
|
|
|
$
|
(267,218
|
)
|
|
$
|
(571,920
|
)
|
|
$
|
46,770
|
|
|
$
|
965,211
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gain on Cash Flow Hedge
|
|
Defined Benefit Pension Plan
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
Balance at December 27, 2014
|
$
|
(99,618
|
)
|
|
$
|
3,879
|
|
|
$
|
(38,694
|
)
|
|
$
|
(134,433
|
)
|
Current-period comprehensive income (loss)
|
(92,310
|
)
|
|
(201
|
)
|
|
(40,274
|
)
|
|
(132,785
|
)
|
||||
Balance at December 26, 2015
|
$
|
(191,928
|
)
|
|
$
|
3,678
|
|
|
$
|
(78,968
|
)
|
|
$
|
(267,218
|
)
|
|
|
At March 3, 2014
|
||
Current assets
|
|
$
|
73,421
|
|
Property, plant and equipment
|
|
85,638
|
|
|
Intangible assets
|
|
30,340
|
|
|
Goodwill
|
|
16,803
|
|
|
Total fair value of assets acquired
|
|
$
|
206,202
|
|
Current liabilities
|
|
47,754
|
|
|
Deferred income taxes
|
|
19,715
|
|
|
Intercompany note payable
|
|
37,448
|
|
|
Long-term debt
|
|
8,941
|
|
|
Total fair value of liabilities assumed
|
|
113,858
|
|
|
Non-controlling interests
|
|
9,309
|
|
|
Net assets acquired
|
|
$
|
83,035
|
|
|
|
Amount
|
|
Weighted Average Amortization Period (Years)
|
||
Trade Names
|
|
$
|
11,470
|
|
|
Indefinite
|
Backlog
|
|
3,145
|
|
|
1.5
|
|
Customer Relationships
|
|
15,725
|
|
|
12.0
|
|
Total Intangible Assets
|
|
$
|
30,340
|
|
|
|
|
|
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
|
|
|
|
Amount
|
|
Weighted Average Amortization Period (Years)
|
||
Trade Names
|
|
$
|
4,000
|
|
|
Indefinite
|
Customer Relationships
|
|
9,500
|
|
|
12.0
|
|
Total Intangible Assets
|
|
$
|
13,500
|
|
|
|
|
Year ended December 27, 2014
|
||
Net sales
|
$
|
3,201,947
|
|
Net earnings
|
$
|
189,391
|
|
Earnings per share—diluted
|
$
|
7.30
|
|
|
|
ESS
|
|
Energy & Mining
|
|
Utility
|
|
Coatings
|
|
Irrigation
|
|
Other/ Corporate
|
|
TOTAL
|
||||||||||||||
Severance
|
|
$
|
2,305
|
|
|
$
|
2,112
|
|
|
$
|
1,555
|
|
|
$
|
508
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
7,204
|
|
Other cash restructuring expenses
|
|
1,467
|
|
|
882
|
|
|
1,853
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
4,377
|
|
|||||||
Asset impairments/net loss on disposals
|
|
333
|
|
|
3,361
|
|
|
1,142
|
|
|
5,291
|
|
|
—
|
|
|
—
|
|
|
10,127
|
|
|||||||
Total cost of sales
|
|
4,105
|
|
|
6,355
|
|
|
4,550
|
|
|
5,974
|
|
|
724
|
|
|
—
|
|
|
21,708
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance
|
|
2,951
|
|
|
714
|
|
|
404
|
|
|
270
|
|
|
423
|
|
|
1,957
|
|
|
6,719
|
|
|||||||
Other cash restructuring expenses
|
|
—
|
|
|
—
|
|
|
238
|
|
|
336
|
|
|
—
|
|
|
1,142
|
|
|
1,716
|
|
|||||||
Asset impairments/net loss on disposals
|
|
2,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
7,356
|
|
|
9,709
|
|
|||||||
Total selling, general and administrative expenses
|
|
5,174
|
|
|
714
|
|
|
642
|
|
|
606
|
|
|
553
|
|
|
10,455
|
|
|
18,144
|
|
|||||||
Consolidated total
|
|
$
|
9,279
|
|
|
$
|
7,069
|
|
|
$
|
5,192
|
|
|
$
|
6,580
|
|
|
$
|
1,277
|
|
|
$
|
10,455
|
|
|
$
|
39,852
|
|
|
|
Balance at December 27, 2014
|
|
Recognized Restructuring Expense
|
|
Costs Paid or Otherwise Settled
|
|
Balance at December 26, 2015
|
||||||||
Severance
|
|
$
|
—
|
|
|
$
|
13,923
|
|
|
$
|
12,616
|
|
|
$
|
1,307
|
|
Other cash restructuring expenses
|
|
—
|
|
|
6,093
|
|
|
4,667
|
|
|
1,426
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
20,016
|
|
|
$
|
17,283
|
|
|
$
|
2,733
|
|
|
2015
|
|
2014
|
2013
|
||||||
Interest
|
$
|
44,974
|
|
|
$
|
32,601
|
|
$
|
32,655
|
|
Income taxes
|
33,046
|
|
|
111,174
|
|
167,146
|
|
|
2015
|
|
2014
|
||||
Raw materials and purchased parts
|
$
|
162,977
|
|
|
$
|
179,093
|
|
Work-in-process
|
25,644
|
|
|
27,835
|
|
||
Finished goods and manufactured goods
|
187,126
|
|
|
199,772
|
|
||
Subtotal
|
375,747
|
|
|
406,700
|
|
||
Less: LIFO reserve
|
35,075
|
|
|
47,178
|
|
||
|
$
|
340,672
|
|
|
$
|
359,522
|
|
|
2015
|
|
2014
|
||||
Land and improvements
|
$
|
79,450
|
|
|
$
|
82,372
|
|
Buildings and improvements
|
323,469
|
|
|
327,863
|
|
||
Machinery and equipment
|
565,771
|
|
|
593,387
|
|
||
Transportation equipment
|
17,774
|
|
|
35,205
|
|
||
Office furniture and equipment
|
77,054
|
|
|
76,589
|
|
||
Construction in progress
|
17,538
|
|
|
24,153
|
|
||
|
$
|
1,081,056
|
|
|
$
|
1,139,569
|
|
Fiscal year ending
|
|
||
2016
|
$
|
20,816
|
|
2017
|
17,824
|
|
|
2018
|
13,587
|
|
|
2019
|
9,510
|
|
|
2020
|
7,894
|
|
|
Subsequent
|
31,986
|
|
|
Total minimum lease payments
|
$
|
101,617
|
|
|
December 26, 2015
|
||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Weighted
Average Life |
||||
Customer Relationships
|
$
|
201,801
|
|
|
$
|
101,614
|
|
|
13 years
|
Proprietary Software & Database
|
3,571
|
|
|
2,966
|
|
|
8 years
|
||
Patents & Proprietary Technology
|
6,815
|
|
|
3,421
|
|
|
11 years
|
||
Other
|
3,752
|
|
|
3,671
|
|
|
3 years
|
||
|
$
|
215,939
|
|
|
$
|
111,672
|
|
|
|
|
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
|
|
|
|
|
Estimated
Amortization Expense |
||
2016
|
$
|
15,945
|
|
2017
|
15,905
|
|
|
2018
|
14,259
|
|
|
2019
|
13,452
|
|
|
2020
|
12,430
|
|
|
December 26,
2015 |
|
December 27,
2014 |
|
Year Acquired
|
||||
Webforge
|
$
|
10,430
|
|
|
$
|
16,801
|
|
|
2010
|
Valmont SM
|
8,919
|
|
|
10,818
|
|
|
2014
|
||
Newmark
|
11,111
|
|
|
11,111
|
|
|
2004
|
||
Ingal EPS/Ingal Civil Products
|
8,504
|
|
|
8,867
|
|
|
2010
|
||
Donhad
|
6,415
|
|
|
6,689
|
|
|
2010
|
||
Shakespeare
|
4,000
|
|
|
4,000
|
|
|
2014
|
||
Industrial Galvanizers
|
2,662
|
|
|
3,889
|
|
|
2010
|
||
Other
|
13,889
|
|
|
14,852
|
|
|
|
||
|
$
|
65,930
|
|
|
$
|
77,027
|
|
|
|
|
Engineered
Support Structures Segment |
|
Energy and Mining Segment
|
|
Utility
Support Structures Segment |
|
Coatings
Segment |
|
Irrigation
Segment |
|
Total
|
||||||||||||
Balance at December 27, 2014
|
$
|
107,868
|
|
|
$
|
106,770
|
|
|
$
|
75,404
|
|
|
$
|
75,533
|
|
|
$
|
19,536
|
|
|
$
|
385,111
|
|
Impairment
|
—
|
|
|
(18,670
|
)
|
|
—
|
|
|
(16,222
|
)
|
|
—
|
|
|
(34,892
|
)
|
||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
3,019
|
|
|
—
|
|
|
3,019
|
|
||||||
Foreign currency translation
|
(4,856
|
)
|
|
(6,941
|
)
|
|
—
|
|
|
(2,611
|
)
|
|
(177
|
)
|
|
(14,585
|
)
|
||||||
Divestiture of business
|
(1,737
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,737
|
)
|
||||||
Balance at December 26, 2015
|
$
|
101,275
|
|
|
$
|
81,159
|
|
|
$
|
75,404
|
|
|
$
|
59,719
|
|
|
$
|
19,359
|
|
|
$
|
336,916
|
|
|
Engineered
Support Structures Segment |
|
Energy and Mining Segment
|
|
Utility
Support Structures Segment |
|
Coatings
Segment |
|
Irrigation
Segment |
|
Total
|
||||||||||||
Balance at December 28, 2013
|
$
|
97,253
|
|
|
$
|
96,759
|
|
|
$
|
75,404
|
|
|
$
|
77,796
|
|
|
$
|
2,420
|
|
|
$
|
349,632
|
|
Acquisition
|
15,416
|
|
|
16,803
|
|
|
—
|
|
|
—
|
|
|
17,193
|
|
|
49,412
|
|
||||||
Foreign currency translation
|
(4,801
|
)
|
|
(6,792
|
)
|
|
—
|
|
|
(2,263
|
)
|
|
(77
|
)
|
|
(13,933
|
)
|
||||||
Balance at December 27, 2014
|
$
|
107,868
|
|
|
$
|
106,770
|
|
|
$
|
75,404
|
|
|
$
|
75,533
|
|
|
$
|
19,536
|
|
|
$
|
385,111
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
99,175
|
|
|
$
|
168,975
|
|
|
$
|
338,163
|
|
Foreign
|
(6,168
|
)
|
|
115,208
|
|
|
111,254
|
|
|||
|
$
|
93,007
|
|
|
$
|
284,183
|
|
|
$
|
449,417
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
23,130
|
|
|
$
|
52,588
|
|
|
$
|
110,847
|
|
State
|
4,431
|
|
|
5,059
|
|
|
16,398
|
|
|||
Foreign
|
15,077
|
|
|
32,443
|
|
|
39,285
|
|
|||
|
42,638
|
|
|
90,090
|
|
|
166,530
|
|
|||
Non-current:
|
(69
|
)
|
|
(447
|
)
|
|
1,392
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
3,382
|
|
|
447
|
|
|
(8,661
|
)
|
|||
State
|
(333
|
)
|
|
1,376
|
|
|
(307
|
)
|
|||
Foreign
|
1,809
|
|
|
3,428
|
|
|
(1,173
|
)
|
|||
|
4,858
|
|
|
5,251
|
|
|
(10,141
|
)
|
|||
|
$
|
47,427
|
|
|
$
|
94,894
|
|
|
$
|
157,781
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
3.1
|
|
|
1.8
|
|
|
2.4
|
|
Carryforwards, credits and changes in valuation allowances
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
Foreign tax rate differences
|
(5.7
|
)
|
|
(4.4
|
)
|
|
(2.4
|
)
|
Changes in unrecognized tax benefits
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.3
|
|
Domestic production activities deduction
|
(3.8
|
)
|
|
(1.6
|
)
|
|
(2.1
|
)
|
Goodwill impairment
|
11.3
|
|
|
—
|
|
|
—
|
|
UK tax rate reduction
|
7.7
|
|
|
—
|
|
|
1.8
|
|
Other
|
3.6
|
|
|
3.2
|
|
|
0.3
|
|
|
51.0
|
%
|
|
33.4
|
%
|
|
35.1
|
%
|
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accrued expenses and allowances
|
$
|
18,320
|
|
|
$
|
17,446
|
|
Accrued insurance
|
1,408
|
|
|
882
|
|
||
Tax credits and loss carryforwards
|
130,743
|
|
|
148,484
|
|
||
Defined benefit pension liability
|
32,278
|
|
|
30,025
|
|
||
Inventory allowances
|
911
|
|
|
4,804
|
|
||
Accrued warranty
|
12,818
|
|
|
6,920
|
|
||
Deferred compensation
|
36,672
|
|
|
40,348
|
|
||
Gross deferred income tax assets
|
233,150
|
|
|
248,909
|
|
||
Valuation allowance
|
(90,837
|
)
|
|
(104,487
|
)
|
||
Net deferred income tax assets
|
142,313
|
|
|
144,422
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Work in progress
|
3,087
|
|
|
5,352
|
|
||
Property, plant and equipment
|
41,147
|
|
|
43,084
|
|
||
Intangible assets
|
54,162
|
|
|
60,316
|
|
||
Other liabilities
|
3,517
|
|
|
6,738
|
|
||
Total deferred income tax liabilities
|
101,913
|
|
|
115,490
|
|
||
Net deferred income tax asset/(liability)
|
$
|
40,400
|
|
|
$
|
28,932
|
|
Balance Sheet Caption
|
2015
|
|
2014
|
||||
Refundable and deferred income taxes
|
$
|
—
|
|
|
$
|
30,239
|
|
Other assets
|
76,069
|
|
|
70,490
|
|
||
Deferred income taxes
|
(35,669
|
)
|
|
(71,797
|
)
|
||
Net deferred income tax asset/(liability)
|
$
|
40,400
|
|
|
$
|
28,932
|
|
|
2015
|
|
2014
|
||||
Gross unrecognized tax benefits—beginning of year
|
$
|
4,268
|
|
|
$
|
4,727
|
|
Gross decreases—tax positions in prior period
|
(173
|
)
|
|
(456
|
)
|
||
Gross increases—current‑period tax positions
|
687
|
|
|
610
|
|
||
Settlements with taxing authorities
|
(361
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(545
|
)
|
|
(613
|
)
|
||
Gross unrecognized tax benefits—end of year
|
$
|
3,876
|
|
|
$
|
4,268
|
|
|
December 26,
2015 |
|
December 27,
2014 |
||||
5.00% senior unsecured notes due 2044(a)
|
$
|
250,000
|
|
|
$
|
250,000
|
|
5.25% senior unsecured notes due 2054(b)
|
250,000
|
|
|
250,000
|
|
||
Unamortized discount on 5.00% and 5.25% senior unsecured notes (a)(b)
|
(4,405
|
)
|
|
(4,449
|
)
|
||
6.625% senior unsecured notes due 2020(c)
|
250,200
|
|
|
250,200
|
|
||
Unamortized premium on 6.625% senior unsecured notes(c)
|
4,518
|
|
|
5,429
|
|
||
Revolving credit agreement (d)
|
—
|
|
|
—
|
|
||
IDR Bonds(e)
|
8,500
|
|
|
8,500
|
|
||
Other notes
|
6,228
|
|
|
8,155
|
|
||
Long-term debt
|
765,041
|
|
|
767,835
|
|
||
Less current installments of long-term debt
|
1,077
|
|
|
1,181
|
|
||
Long-term debt, excluding current installments
|
$
|
763,964
|
|
|
$
|
766,654
|
|
(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
$1,138
at December 26, 2015. 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
$3,267
at December 26, 2015. 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 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
$4,518
at December 26, 2015. 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. 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 accrued and unpaid interest. 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 our senior debt published by Standard & Poor's Rating Services and Moody's Investors Service, Inc., or;
|
(ii)
|
the higher of
|
•
|
the
prime lending rate
,
|
•
|
the
Federal Funds rate
plus
50
basis points, and
|
•
|
LIBOR (based on a
1 month
interest period) plus
100
basis points,
|
(e)
|
The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity on June 1, 2025. The effective interest rates at
December 26, 2015
and
December 27, 2014
were
1.22%
and
1.16%
, respectively.
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 29, 2012
|
868,992
|
|
|
$
|
84.91
|
|
|
|
|
|
||
Granted
|
155,254
|
|
|
144.86
|
|
|
|
|
|
|||
Exercised
|
(216,105
|
)
|
|
(72.17
|
)
|
|
|
|
|
|||
Forfeited
|
(12,920
|
)
|
|
(129.08
|
)
|
|
|
|
|
|||
Outstanding at December 28, 2013
|
795,221
|
|
|
$
|
99.29
|
|
|
4.56
|
|
$
|
39,994
|
|
Options vested or expected to vest at December 28, 2013
|
775,237
|
|
|
$
|
98.41
|
|
|
4.51
|
|
39,678
|
|
|
Options exercisable at December 28, 2013
|
464,377
|
|
|
$
|
81.73
|
|
|
3.58
|
|
31,508
|
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 28, 2013
|
795,221
|
|
|
$
|
99.29
|
|
|
|
|
|
||
Granted
|
177,717
|
|
|
132.94
|
|
|
|
|
|
|||
Exercised
|
(194,627
|
)
|
|
(71.67
|
)
|
|
|
|
|
|||
Forfeited
|
(9,716
|
)
|
|
(126.23
|
)
|
|
|
|
|
|||
Outstanding at December 27, 2014
|
768,595
|
|
|
$
|
113.72
|
|
|
4.74
|
|
$
|
15,983
|
|
Options vested or expected to vest at December 27, 2014
|
746,974
|
|
|
$
|
113.06
|
|
|
4.69
|
|
15,981
|
|
|
Options exercisable at December 27, 2014
|
450,539
|
|
|
$
|
97.29
|
|
|
3.59
|
|
15,944
|
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 27, 2014
|
768,595
|
|
|
$
|
113.72
|
|
|
|
|
|
||
Granted
|
291,708
|
|
|
104.89
|
|
|
|
|
|
|||
Exercised
|
(169,493
|
)
|
|
74.37
|
|
|
|
|
|
|||
Forfeited
|
(41,201
|
)
|
|
137.02
|
|
|
|
|
|
|||
Outstanding at December 26, 2015
|
849,609
|
|
|
$
|
117.42
|
|
|
5.18
|
|
$
|
4,536
|
|
Options vested or expected to vest at December 26, 2015
|
818,300
|
|
|
$
|
117.61
|
|
|
5.13
|
|
4,456
|
|
|
Options exercisable at December 26, 2015
|
409,068
|
|
|
$
|
119.43
|
|
|
3.74
|
|
3,376
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Shares issued
|
47,038
|
|
|
35,885
|
|
|
47,271
|
|
|||
Weighted‑average per share price on grant date
|
$
|
108.97
|
|
|
$
|
136.91
|
|
|
$
|
146.72
|
|
Compensation expense
|
$
|
4,511
|
|
|
$
|
3,978
|
|
|
$
|
3,667
|
|
|
Basic EPS
|
|
Dilutive
Effect of Stock Options |
|
Diluted EPS
|
||||||
2015:
|
|
|
|
|
|
||||||
Net earnings attributable to Valmont Industries, Inc.
|
$
|
40,117
|
|
|
$
|
—
|
|
|
$
|
40,117
|
|
Weighted average shares outstanding (000's)
|
23,288
|
|
|
117
|
|
|
23,405
|
|
|||
Per share amount
|
$
|
1.72
|
|
|
$
|
0.01
|
|
|
$
|
1.71
|
|
2014:
|
|
|
|
|
|
||||||
Net earnings attributable to Valmont Industries, Inc.
|
$
|
183,976
|
|
|
$
|
—
|
|
|
$
|
183,976
|
|
Weighted average shares outstanding (000's)
|
25,719
|
|
|
213
|
|
|
25,932
|
|
|||
Per share amount
|
$
|
7.15
|
|
|
$
|
0.06
|
|
|
$
|
7.09
|
|
2013:
|
|
|
|
|
|
||||||
Net earnings attributable to Valmont Industries, Inc.
|
$
|
278,489
|
|
|
$
|
—
|
|
|
$
|
278,489
|
|
Weighted average shares outstanding (000's)
|
26,641
|
|
|
258
|
|
|
26,899
|
|
|||
Per share amount
|
$
|
10.45
|
|
|
$
|
0.10
|
|
|
$
|
10.35
|
|
•
|
Level 1: Quoted market prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
|
•
|
Level 3: Unobservable inputs that are not corroborated by market data.
|
|
|
|
Fair Value Measurement Using:
|
||||||||||||
|
Carrying Value
December 26, 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
|
$
|
42,697
|
|
|
$
|
42,697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||
Balance, beginning of period
|
$
|
19,760
|
|
|
$
|
20,711
|
|
Payments made
|
(11,203
|
)
|
|
(13,900
|
)
|
||
Change in liability for warranties issued during the period
|
28,608
|
|
|
13,130
|
|
||
Change in liability for pre-existing warranties
|
(512
|
)
|
|
(181
|
)
|
||
Balance, end of period
|
$
|
36,653
|
|
|
$
|
19,760
|
|
|
Projected
Benefit Obligation |
|
Plan
Assets |
|
Funded
status |
||||||
Fair Value at December 28, 2013
|
$
|
651,857
|
|
|
$
|
497,460
|
|
|
$
|
(154,397
|
)
|
Employer contributions
|
—
|
|
|
18,173
|
|
|
|
||||
Interest cost
|
28,667
|
|
|
—
|
|
|
|
||||
Actual return on plan assets
|
—
|
|
|
72,820
|
|
|
|
||||
Benefits paid
|
(14,498
|
)
|
|
(14,498
|
)
|
|
|
||||
Actuarial loss
|
66,889
|
|
|
—
|
|
|
|
||||
Currency translation
|
(40,632
|
)
|
|
(31,796
|
)
|
|
|
||||
Fair Value at December 27, 2014
|
$
|
692,283
|
|
|
$
|
542,159
|
|
|
$
|
(150,124
|
)
|
|
Projected
Benefit Obligation |
|
Plan
Assets |
|
Funded
status |
||||||
Fair Value at December 27, 2014
|
$
|
692,283
|
|
|
$
|
542,159
|
|
|
$
|
(150,124
|
)
|
Employer contributions
|
—
|
|
|
16,500
|
|
|
|
||||
Interest cost
|
24,614
|
|
|
—
|
|
|
|
||||
Actual return on plan assets
|
—
|
|
|
(306
|
)
|
|
|
||||
Benefits paid
|
(18,346
|
)
|
|
(18,346
|
)
|
|
|
||||
Actuarial loss
|
28,130
|
|
|
—
|
|
|
|
||||
Currency translation
|
(29,232
|
)
|
|
(21,881
|
)
|
|
|
||||
Fair Value at December 31, 2015
|
$
|
697,449
|
|
|
$
|
518,126
|
|
|
$
|
(179,323
|
)
|
Balance December 29, 2013
|
$
|
(38,808
|
)
|
Actuarial loss
|
(18,980
|
)
|
|
Currency translation loss
|
1,835
|
|
|
Balance December 27, 2014
|
(55,953
|
)
|
|
Actuarial loss
|
(53,661
|
)
|
|
Currency translation gain
|
2,655
|
|
|
Balance December 26, 2015
|
$
|
(106,959
|
)
|
Percentages
|
2015
|
|
2014
|
||
Discount rate
|
3.75
|
%
|
|
3.65
|
%
|
Salary increase
|
N/A
|
|
|
N/A
|
|
CPI inflation
|
2.15
|
%
|
|
2.10
|
%
|
RPI inflation
|
3.25
|
%
|
|
3.20
|
%
|
|
|
2015
|
|
2014
|
||||
Net Periodic Benefit Cost:
|
|
|
|
|||||
Interest cost
|
24,614
|
|
|
28,667
|
|
|||
Expected return on plan assets
|
(25,224
|
)
|
|
(26,029
|
)
|
|||
Net periodic benefit expense (benefit)
|
$
|
(610
|
)
|
|
$
|
2,638
|
|
Percentages
|
|
2015
|
|
2014
|
||
Discount rate
|
3.65
|
%
|
|
4.45
|
%
|
|
Expected return on plan assets
|
5.00
|
%
|
|
5.50
|
%
|
|
CPI Inflation
|
2.10
|
%
|
|
2.70
|
%
|
|
RPI Inflation
|
3.20
|
%
|
|
3.60
|
%
|
2016
|
$
|
18,500
|
|
|
2017
|
19,100
|
|
||
2018
|
19,700
|
|
||
2019
|
20,300
|
|
||
2020
|
20,900
|
|
||
Years 2021 - 2025
|
114,725
|
|
•
|
Diversified growth funds, which are invested in a number of investments, including common stock, fixed income funds, properties and commodities.
|
December 31, 2015
|
Quoted Prices in
Active Markets for Identical Inputs (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
|||||||||
Plan net assets:
|
|
|
|
|
|
|
|
|||||||||
Temporary cash investments
|
$
|
—
|
|
|
$
|
5,181
|
|
|
$
|
—
|
|
|
$
|
5,181
|
|
|
Index-linked gilts
|
—
|
|
|
123,257
|
|
|
—
|
|
|
123,257
|
|
|||||
Corporate bonds
|
—
|
|
|
100,701
|
|
|
—
|
|
|
100,701
|
|
|||||
Corporate stock
|
—
|
|
|
172,456
|
|
|
—
|
|
|
172,456
|
|
|||||
Diversified growth funds
|
—
|
|
|
116,531
|
|
|
—
|
|
|
116,531
|
|
|||||
Total plan net assets at fair value
|
$
|
—
|
|
|
$
|
518,126
|
|
|
$
|
—
|
|
|
$
|
518,126
|
|
December 27, 2014
|
Quoted Prices in
Active Markets for Identical Inputs (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
|||||||||
Plan net assets:
|
|
|
|
|
|
|
|
|||||||||
Temporary cash investments
|
$
|
—
|
|
|
$
|
12,320
|
|
|
$
|
—
|
|
|
$
|
12,320
|
|
|
Index-linked gilts
|
—
|
|
|
135,229
|
|
|
—
|
|
|
135,229
|
|
|||||
Corporate bonds
|
—
|
|
|
107,880
|
|
|
—
|
|
|
107,880
|
|
|||||
Corporate stock
|
—
|
|
|
176,010
|
|
|
—
|
|
|
176,010
|
|
|||||
Diversified growth funds
|
—
|
|
|
110,720
|
|
|
—
|
|
|
110,720
|
|
|||||
Total plan net assets at fair value
|
$
|
—
|
|
|
$
|
542,159
|
|
|
$
|
—
|
|
|
$
|
542,159
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
SALES:
|
|
|
|
|
|
||||||
Engineered Support Structures segment:
|
|
|
|
|
|
||||||
Lighting, Traffic, and Roadway Products
|
$
|
600,280
|
|
|
$
|
648,352
|
|
|
$
|
660,423
|
|
Communication Products
|
171,173
|
|
|
161,618
|
|
|
139,888
|
|
|||
Engineered Support Structures segment
|
771,453
|
|
|
809,970
|
|
|
800,311
|
|
|||
Energy and Mining segment:
|
|
|
|
|
|
|
|
|
|||
Offshore and Other Complex Steel Structures
|
103,068
|
|
|
146,432
|
|
|
—
|
|
|||
Grinding Media
|
96,442
|
|
|
116,056
|
|
|
138,634
|
|
|||
Access Systems
|
138,349
|
|
|
181,495
|
|
|
201,498
|
|
|||
Energy and Mining segment
|
337,859
|
|
|
443,983
|
|
|
340,132
|
|
|||
Utility Support Structures segment:
|
|
|
|
|
|
||||||
Steel
|
578,996
|
|
|
714,427
|
|
|
853,459
|
|
|||
Concrete
|
95,581
|
|
|
110,589
|
|
|
108,579
|
|
|||
Utility Support Structures segment
|
674,577
|
|
|
825,016
|
|
|
962,038
|
|
|||
Coatings segment
|
302,385
|
|
|
333,853
|
|
|
357,635
|
|
|||
Irrigation segment
|
612,201
|
|
|
846,326
|
|
|
970,890
|
|
|||
Other
|
7,247
|
|
|
10,108
|
|
|
51,645
|
|
|||
Total
|
2,705,722
|
|
|
3,269,256
|
|
|
3,482,651
|
|
|||
INTERSEGMENT SALES:
|
|
|
|
|
|
||||||
Engineered Support Structures
|
23,003
|
|
|
74,963
|
|
|
103,974
|
|
|||
Energy and Mining
|
4,652
|
|
|
295
|
|
|
332
|
|
|||
Utility Support Structures
|
1,239
|
|
|
2,451
|
|
|
2,343
|
|
|||
Coatings
|
46,912
|
|
|
55,418
|
|
|
56,649
|
|
|||
Irrigation
|
6,430
|
|
|
6,609
|
|
|
6,523
|
|
|||
Other
|
4,562
|
|
|
6,377
|
|
|
8,619
|
|
|||
Total
|
86,798
|
|
|
146,113
|
|
|
178,440
|
|
|||
NET SALES:
|
|
|
|
|
|
||||||
Engineered Support Structures segment
|
748,450
|
|
|
735,007
|
|
|
696,337
|
|
|||
Energy and Mining segment
|
333,207
|
|
|
443,688
|
|
|
339,800
|
|
|||
Utility Support Structures segment
|
673,338
|
|
|
822,565
|
|
|
959,695
|
|
|||
Coatings segment
|
255,473
|
|
|
278,435
|
|
|
300,986
|
|
|||
Irrigation segment
|
605,771
|
|
|
839,717
|
|
|
964,367
|
|
|||
Other
|
2,685
|
|
|
3,731
|
|
|
43,026
|
|
|||
Total
|
$
|
2,618,924
|
|
|
$
|
3,123,143
|
|
|
$
|
3,304,211
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING INCOME (LOSS):
|
|
|
|
|
|
||||||
Engineered Support Structures
|
$
|
59,592
|
|
|
$
|
66,024
|
|
|
$
|
65,861
|
|
Energy and Mining
|
(18,762
|
)
|
|
41,342
|
|
|
35,087
|
|
|||
Utility Support Structures
|
37,847
|
|
|
95,118
|
|
|
174,740
|
|
|||
Coatings
|
27,369
|
|
|
60,921
|
|
|
74,917
|
|
|||
Irrigation
|
84,537
|
|
|
151,508
|
|
|
206,394
|
|
|||
Other
|
(9,802
|
)
|
|
(1,535
|
)
|
|
(7,213
|
)
|
|||
Corporate
|
(49,086
|
)
|
|
(55,662
|
)
|
|
(76,717
|
)
|
|||
Total
|
131,695
|
|
|
357,716
|
|
|
473,069
|
|
|||
Interest expense, net
|
(41,325
|
)
|
|
(30,744
|
)
|
|
(26,025
|
)
|
|||
Costs associated with refinancing of debt
|
—
|
|
|
(38,705
|
)
|
|
—
|
|
|||
Other
|
2,637
|
|
|
(4,084
|
)
|
|
2,373
|
|
|||
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
|
$
|
93,007
|
|
|
$
|
284,183
|
|
|
$
|
449,417
|
|
|
|
|
|
|
|
||||||
TOTAL ASSETS:
|
|
|
|
|
|
||||||
Engineered Support Structures
|
$
|
611,201
|
|
|
$
|
640,132
|
|
|
$
|
616,231
|
|
Energy and Mining
|
396,366
|
|
|
500,407
|
|
|
353,018
|
|
|||
Utility Support Structures
|
422,021
|
|
|
470,720
|
|
|
524,113
|
|
|||
Coatings
|
270,793
|
|
|
301,707
|
|
|
315,663
|
|
|||
Irrigation
|
310,967
|
|
|
360,883
|
|
|
351,742
|
|
|||
Other
|
2,267
|
|
|
4,930
|
|
|
2,538
|
|
|||
Corporate
|
385,813
|
|
|
450,889
|
|
|
613,189
|
|
|||
Total
|
$
|
2,399,428
|
|
|
$
|
2,729,668
|
|
|
$
|
2,776,494
|
|
CAPITAL EXPENDITURES:
|
|
|
|
|
|
||||||
Engineered Support Structures
|
$
|
11,445
|
|
|
$
|
11,849
|
|
|
$
|
12,905
|
|
Energy and Mining
|
3,544
|
|
|
4,893
|
|
|
4,515
|
|
|||
Utility Support Structures
|
11,815
|
|
|
9,014
|
|
|
39,347
|
|
|||
Coatings
|
6,836
|
|
|
14,029
|
|
|
12,206
|
|
|||
Irrigation
|
7,756
|
|
|
21,113
|
|
|
26,039
|
|
|||
Other
|
1,396
|
|
|
1,181
|
|
|
105
|
|
|||
Corporate
|
2,676
|
|
|
10,944
|
|
|
11,636
|
|
|||
Total
|
$
|
45,468
|
|
|
$
|
73,023
|
|
|
$
|
106,753
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
DEPRECIATION AND AMORTIZATION:
|
|
|
|
|
|
||||||
Engineered Support Structures
|
$
|
22,810
|
|
|
$
|
22,363
|
|
|
$
|
22,037
|
|
Energy and Mining
|
20,733
|
|
|
22,146
|
|
|
13,167
|
|
|||
Utility Support Structures
|
17,959
|
|
|
17,811
|
|
|
14,375
|
|
|||
Coatings
|
12,962
|
|
|
14,615
|
|
|
14,656
|
|
|||
Irrigation
|
11,746
|
|
|
10,471
|
|
|
7,859
|
|
|||
Other
|
570
|
|
|
123
|
|
|
2,336
|
|
|||
Corporate
|
4,364
|
|
|
1,799
|
|
|
3,006
|
|
|||
Total
|
$
|
91,144
|
|
|
$
|
89,328
|
|
|
$
|
77,436
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,169,674
|
|
|
$
|
423,928
|
|
|
$
|
1,238,609
|
|
|
$
|
(213,287
|
)
|
|
$
|
2,618,924
|
|
Cost of sales
|
890,242
|
|
|
332,847
|
|
|
987,729
|
|
|
(212,927
|
)
|
|
1,997,891
|
|
|||||
Gross profit
|
279,432
|
|
|
91,081
|
|
|
250,880
|
|
|
(360
|
)
|
|
621,033
|
|
|||||
Selling, general and administrative expenses
|
194,335
|
|
|
45,549
|
|
|
207,484
|
|
|
—
|
|
|
447,368
|
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
41,970
|
|
|
—
|
|
|
41,970
|
|
|||||
Operating income
|
85,097
|
|
|
45,532
|
|
|
1,426
|
|
|
(360
|
)
|
|
131,695
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(43,552
|
)
|
|
—
|
|
|
(1,069
|
)
|
|
—
|
|
|
(44,621
|
)
|
|||||
Interest income
|
9
|
|
|
103
|
|
|
3,184
|
|
|
—
|
|
|
3,296
|
|
|||||
Other
|
(2,374
|
)
|
|
60
|
|
|
4,951
|
|
|
—
|
|
|
2,637
|
|
|||||
|
(45,917
|
)
|
|
163
|
|
|
7,066
|
|
|
—
|
|
|
(38,688
|
)
|
|||||
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
|
39,180
|
|
|
45,695
|
|
|
8,492
|
|
|
(360
|
)
|
|
93,007
|
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
863
|
|
|
23,261
|
|
|
18,446
|
|
|
(1
|
)
|
|
42,569
|
|
|||||
Deferred
|
10,042
|
|
|
(6,224
|
)
|
|
1,040
|
|
|
—
|
|
|
4,858
|
|
|||||
|
10,905
|
|
|
17,037
|
|
|
19,486
|
|
|
(1
|
)
|
|
47,427
|
|
|||||
Earnings before equity in earnings of nonconsolidated subsidiaries
|
28,275
|
|
|
28,658
|
|
|
(10,994
|
)
|
|
(359
|
)
|
|
45,580
|
|
|||||
Equity in earnings of nonconsolidated subsidiaries
|
11,842
|
|
|
(39,418
|
)
|
|
(247
|
)
|
|
27,576
|
|
|
(247
|
)
|
|||||
Net earnings
|
40,117
|
|
|
(10,760
|
)
|
|
(11,241
|
)
|
|
27,217
|
|
|
45,333
|
|
|||||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,216
|
)
|
|
—
|
|
|
(5,216
|
)
|
|||||
Net earnings attributable to Valmont Industries, Inc
|
$
|
40,117
|
|
|
$
|
(10,760
|
)
|
|
$
|
(16,457
|
)
|
|
$
|
27,217
|
|
|
$
|
40,117
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,392,509
|
|
|
$
|
496,326
|
|
|
$
|
1,456,053
|
|
|
$
|
(221,745
|
)
|
|
$
|
3,123,143
|
|
Cost of sales
|
1,040,808
|
|
|
371,639
|
|
|
1,124,813
|
|
|
(222,234
|
)
|
|
2,315,026
|
|
|||||
Gross profit
|
351,701
|
|
|
124,687
|
|
|
331,240
|
|
|
489
|
|
|
808,117
|
|
|||||
Selling, general and administrative expenses
|
196,987
|
|
|
49,171
|
|
|
204,243
|
|
|
—
|
|
|
450,401
|
|
|||||
Operating income
|
154,714
|
|
|
75,516
|
|
|
126,997
|
|
|
489
|
|
|
357,716
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(34,267
|
)
|
|
(5
|
)
|
|
(2,518
|
)
|
|
—
|
|
|
(36,790
|
)
|
|||||
Interest income
|
38
|
|
|
359
|
|
|
5,649
|
|
|
—
|
|
|
6,046
|
|
|||||
Costs associated with refinancing of debt
|
(38,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,705
|
)
|
|||||
Other
|
2,021
|
|
|
(511
|
)
|
|
(5,594
|
)
|
|
—
|
|
|
(4,084
|
)
|
|||||
|
(70,913
|
)
|
|
(157
|
)
|
|
(2,463
|
)
|
|
—
|
|
|
(73,533
|
)
|
|||||
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
|
83,801
|
|
|
75,359
|
|
|
124,534
|
|
|
489
|
|
|
284,183
|
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
30,330
|
|
|
25,277
|
|
|
33,898
|
|
|
138
|
|
|
89,643
|
|
|||||
Deferred
|
(1,474
|
)
|
|
1,866
|
|
|
4,859
|
|
|
—
|
|
|
5,251
|
|
|||||
|
28,856
|
|
|
27,143
|
|
|
38,757
|
|
|
138
|
|
|
94,894
|
|
|||||
Earnings before equity in earnings of nonconsolidated subsidiaries
|
54,945
|
|
|
48,216
|
|
|
85,777
|
|
|
351
|
|
|
189,289
|
|
|||||
Equity in earnings of nonconsolidated subsidiaries
|
129,031
|
|
|
19,509
|
|
|
63
|
|
|
(148,574
|
)
|
|
29
|
|
|||||
Net earnings
|
183,976
|
|
|
67,725
|
|
|
85,840
|
|
|
(148,223
|
)
|
|
189,318
|
|
|||||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,342
|
)
|
|
—
|
|
|
(5,342
|
)
|
|||||
Net earnings attributable to Valmont Industries, Inc
|
$
|
183,976
|
|
|
$
|
67,725
|
|
|
$
|
80,498
|
|
|
$
|
(148,223
|
)
|
|
$
|
183,976
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,540,266
|
|
|
$
|
689,230
|
|
|
$
|
1,402,191
|
|
|
$
|
(327,476
|
)
|
|
$
|
3,304,211
|
|
Cost of sales
|
1,107,020
|
|
|
503,431
|
|
|
1,078,695
|
|
|
(330,163
|
)
|
|
2,358,983
|
|
|||||
Gross profit
|
433,246
|
|
|
185,799
|
|
|
323,496
|
|
|
2,687
|
|
|
945,228
|
|
|||||
Selling, general and administrative expenses
|
209,350
|
|
|
59,368
|
|
|
203,441
|
|
|
—
|
|
|
472,159
|
|
|||||
Operating income
|
223,896
|
|
|
126,431
|
|
|
120,055
|
|
|
2,687
|
|
|
473,069
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(30,801
|
)
|
|
(2
|
)
|
|
(1,699
|
)
|
|
—
|
|
|
(32,502
|
)
|
|||||
Interest income
|
55
|
|
|
1,032
|
|
|
5,390
|
|
|
—
|
|
|
6,477
|
|
|||||
Other
|
4,791
|
|
|
9
|
|
|
(2,427
|
)
|
|
—
|
|
|
2,373
|
|
|||||
|
(25,955
|
)
|
|
1,039
|
|
|
1,264
|
|
|
—
|
|
|
(23,652
|
)
|
|||||
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
|
197,941
|
|
|
127,470
|
|
|
121,319
|
|
|
2,687
|
|
|
449,417
|
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
78,912
|
|
|
45,951
|
|
|
42,379
|
|
|
680
|
|
|
167,922
|
|
|||||
Deferred
|
(8,948
|
)
|
|
(19
|
)
|
|
(1,174
|
)
|
|
—
|
|
|
(10,141
|
)
|
|||||
|
69,964
|
|
|
45,932
|
|
|
41,205
|
|
|
680
|
|
|
157,781
|
|
|||||
Earnings before equity in earnings of nonconsolidated subsidiaries
|
127,977
|
|
|
81,538
|
|
|
80,114
|
|
|
2,007
|
|
|
291,636
|
|
|||||
Equity in earnings of nonconsolidated subsidiaries
|
150,512
|
|
|
16,417
|
|
|
494
|
|
|
(166,588
|
)
|
|
835
|
|
|||||
Loss from deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(12,011
|
)
|
|
—
|
|
|
(12,011
|
)
|
|||||
Net earnings
|
278,489
|
|
|
97,955
|
|
|
68,597
|
|
|
(164,581
|
)
|
|
280,460
|
|
|||||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,971
|
)
|
|
—
|
|
|
(1,971
|
)
|
|||||
Net earnings attributable to Valmont Industries, Inc
|
$
|
278,489
|
|
|
$
|
97,955
|
|
|
$
|
66,626
|
|
|
$
|
(164,581
|
)
|
|
$
|
278,489
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net earnings
|
$
|
40,117
|
|
|
$
|
(10,760
|
)
|
|
$
|
(11,241
|
)
|
|
$
|
27,217
|
|
|
$
|
45,333
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized translation gains (losses)
|
—
|
|
|
(15,166
|
)
|
|
(81,528
|
)
|
|
—
|
|
|
(96,694
|
)
|
|||||
|
—
|
|
|
(15,166
|
)
|
|
(81,528
|
)
|
|
—
|
|
|
(96,694
|
)
|
|||||
Gain (loss) on cash flow hedge:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization cost included in interest expense
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||
Realized (gain) loss included in net earnings
|
(3,130
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,130
|
)
|
|||||
Unrealized gain on cash flow hedges
|
2,855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,855
|
|
|||||
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|||||
Actuarial gain (loss) in defined benefit pension plan liability
|
—
|
|
|
—
|
|
|
(40,274
|
)
|
|
—
|
|
|
(40,274
|
)
|
|||||
Equity in other comprehensive income
|
(132,584
|
)
|
|
—
|
|
|
—
|
|
|
132,584
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
(132,785
|
)
|
|
(15,166
|
)
|
|
(121,802
|
)
|
|
132,584
|
|
|
(137,169
|
)
|
|||||
Comprehensive income (loss)
|
(92,668
|
)
|
|
(25,926
|
)
|
|
(133,043
|
)
|
|
159,801
|
|
|
(91,836
|
)
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
|
(832
|
)
|
|||||
Comprehensive income (loss) attributable to Valmont Industries, Inc.
|
$
|
(92,668
|
)
|
|
$
|
(25,926
|
)
|
|
$
|
(133,875
|
)
|
|
$
|
159,801
|
|
|
$
|
(92,668
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net earnings
|
$
|
183,976
|
|
|
$
|
67,725
|
|
|
$
|
85,840
|
|
|
$
|
(148,223
|
)
|
|
$
|
189,318
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized translation gains (losses)
|
—
|
|
|
(51,536
|
)
|
|
(30,739
|
)
|
|
—
|
|
|
(82,275
|
)
|
|||||
|
—
|
|
|
(51,536
|
)
|
|
(30,739
|
)
|
|
—
|
|
|
(82,275
|
)
|
|||||
Gain (loss) on cash flow hedge:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization cost included in interest expense
|
594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
|||||
Realized (gain) loss included in net earnings
|
983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
983
|
|
|||||
Unrealized gain on cash flow hedges
|
4,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,837
|
|
|||||
|
6,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,414
|
|
|||||
Actuarial gain (loss) in defined benefit pension plan liability
|
—
|
|
|
—
|
|
|
(13,709
|
)
|
|
—
|
|
|
(13,709
|
)
|
|||||
Equity in other comprehensive income
|
(93,162
|
)
|
|
—
|
|
|
—
|
|
|
93,162
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
(86,748
|
)
|
|
(51,536
|
)
|
|
(44,448
|
)
|
|
93,162
|
|
|
(89,570
|
)
|
|||||
Comprehensive income
|
97,228
|
|
|
16,189
|
|
|
41,392
|
|
|
(55,061
|
)
|
|
99,748
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2,520
|
)
|
|
—
|
|
|
(2,520
|
)
|
|||||
Comprehensive income attributable to Valmont Industries, Inc.
|
$
|
97,228
|
|
|
$
|
16,189
|
|
|
$
|
38,872
|
|
|
$
|
(55,061
|
)
|
|
$
|
97,228
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Net earnings
|
$
|
278,489
|
|
|
$
|
97,955
|
|
|
$
|
68,597
|
|
|
$
|
(164,581
|
)
|
|
$
|
280,460
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized translation gains (losses)
|
—
|
|
|
(4,772
|
)
|
|
(66,926
|
)
|
|
—
|
|
|
(71,698
|
)
|
|||||
Realized loss on sale of investment in foreign entity included in other expense
|
—
|
|
|
—
|
|
|
5,194
|
|
|
—
|
|
|
5,194
|
|
|||||
Realized loss on deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
8,559
|
|
|
—
|
|
|
8,559
|
|
|||||
|
—
|
|
|
(4,772
|
)
|
|
(53,173
|
)
|
|
—
|
|
|
(57,945
|
)
|
|||||
Gain (loss) on cash flow hedge:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization cost included in interest expense
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||
Actuarial gain (loss) in defined benefit pension plan liability
|
—
|
|
|
—
|
|
|
(41,282
|
)
|
|
—
|
|
|
(41,282
|
)
|
|||||
Equity in other comprehensive income
|
(106,430
|
)
|
|
—
|
|
|
—
|
|
|
106,430
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
(106,030
|
)
|
|
(4,772
|
)
|
|
(94,455
|
)
|
|
106,430
|
|
|
(98,827
|
)
|
|||||
Comprehensive income
|
172,459
|
|
|
93,183
|
|
|
(25,858
|
)
|
|
(58,151
|
)
|
|
181,633
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(9,174
|
)
|
|
—
|
|
|
(9,174
|
)
|
|||||
Comprehensive income attributable to Valmont Industries, Inc.
|
$
|
172,459
|
|
|
$
|
93,183
|
|
|
$
|
(35,032
|
)
|
|
$
|
(58,151
|
)
|
|
$
|
172,459
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
62,281
|
|
|
$
|
4,008
|
|
|
$
|
282,785
|
|
|
$
|
—
|
|
|
$
|
349,074
|
|
Receivables, net
|
130,741
|
|
|
66,387
|
|
|
269,315
|
|
|
—
|
|
|
466,443
|
|
|||||
Inventories
|
132,222
|
|
|
38,379
|
|
|
173,064
|
|
|
(2,993
|
)
|
|
340,672
|
|
|||||
Prepaid expenses
|
9,900
|
|
|
766
|
|
|
35,471
|
|
|
—
|
|
|
46,137
|
|
|||||
Refundable and deferred income taxes
|
24,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,526
|
|
|||||
Total current assets
|
359,670
|
|
|
109,540
|
|
|
760,635
|
|
|
(2,993
|
)
|
|
1,226,852
|
|
|||||
Property, plant and equipment, at cost
|
541,536
|
|
|
132,864
|
|
|
406,656
|
|
|
—
|
|
|
1,081,056
|
|
|||||
Less accumulated depreciation and amortization
|
334,471
|
|
|
69,956
|
|
|
144,140
|
|
|
—
|
|
|
548,567
|
|
|||||
Net property, plant and equipment
|
207,065
|
|
|
62,908
|
|
|
262,516
|
|
|
—
|
|
|
532,489
|
|
|||||
Goodwill
|
20,108
|
|
|
110,562
|
|
|
206,246
|
|
|
—
|
|
|
336,916
|
|
|||||
Other intangible assets
|
238
|
|
|
40,959
|
|
|
129,000
|
|
|
—
|
|
|
170,197
|
|
|||||
Investment in subsidiaries and intercompany accounts
|
1,239,228
|
|
|
813,779
|
|
|
939,177
|
|
|
(2,992,184
|
)
|
|
—
|
|
|||||
Other assets
|
47,113
|
|
|
—
|
|
|
85,861
|
|
|
—
|
|
|
132,974
|
|
|||||
Total assets
|
$
|
1,873,422
|
|
|
$
|
1,137,748
|
|
|
$
|
2,383,435
|
|
|
$
|
(2,995,177
|
)
|
|
$
|
2,399,428
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current installments of long-term debt
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
1,077
|
|
Notes payable to banks
|
—
|
|
|
—
|
|
|
976
|
|
|
—
|
|
|
976
|
|
|||||
Accounts payable
|
66,723
|
|
|
13,680
|
|
|
99,580
|
|
|
—
|
|
|
179,983
|
|
|||||
Accrued employee compensation and benefits
|
32,272
|
|
|
6,347
|
|
|
31,735
|
|
|
—
|
|
|
70,354
|
|
|||||
Accrued expenses
|
31,073
|
|
|
22,802
|
|
|
51,718
|
|
|
—
|
|
|
105,593
|
|
|||||
Dividends payable
|
8,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,571
|
|
|||||
Total current liabilities
|
138,854
|
|
|
42,829
|
|
|
184,871
|
|
|
—
|
|
|
366,554
|
|
|||||
Deferred income taxes
|
9,686
|
|
|
—
|
|
|
25,983
|
|
|
—
|
|
|
35,669
|
|
|||||
Long-term debt, excluding current installments
|
758,811
|
|
|
—
|
|
|
5,153
|
|
|
—
|
|
|
763,964
|
|
|||||
Defined benefit pension liability
|
—
|
|
|
—
|
|
|
179,323
|
|
|
—
|
|
|
179,323
|
|
|||||
Deferred compensation
|
43,485
|
|
|
—
|
|
|
4,932
|
|
|
—
|
|
|
48,417
|
|
|||||
Other noncurrent liabilities
|
4,145
|
|
|
—
|
|
|
36,145
|
|
|
—
|
|
|
40,290
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock of $1 par value
|
27,900
|
|
|
457,950
|
|
|
648,683
|
|
|
(1,106,633
|
)
|
|
27,900
|
|
|||||
Additional paid-in capital
|
—
|
|
|
159,414
|
|
|
1,107,536
|
|
|
(1,266,950
|
)
|
|
—
|
|
|||||
Retained earnings
|
1,729,679
|
|
|
541,917
|
|
|
354,727
|
|
|
(896,644
|
)
|
|
1,729,679
|
|
|||||
Accumulated other comprehensive income (loss)
|
(267,218
|
)
|
|
(64,362
|
)
|
|
(210,688
|
)
|
|
275,050
|
|
|
(267,218
|
)
|
|||||
Treasury stock
|
(571,920
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571,920
|
)
|
|||||
Total Valmont Industries, Inc. shareholders’ equity
|
918,441
|
|
|
1,094,919
|
|
|
1,900,258
|
|
|
(2,995,177
|
)
|
|
918,441
|
|
|||||
Noncontrolling interest in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
46,770
|
|
|
—
|
|
|
46,770
|
|
|||||
Total shareholders’ equity
|
918,441
|
|
|
1,094,919
|
|
|
1,947,028
|
|
|
(2,995,177
|
)
|
|
965,211
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
1,873,422
|
|
|
$
|
1,137,748
|
|
|
$
|
2,383,435
|
|
|
$
|
(2,995,177
|
)
|
|
$
|
2,399,428
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
40,117
|
|
|
$
|
(10,760
|
)
|
|
$
|
(11,241
|
)
|
|
$
|
27,217
|
|
|
$
|
45,333
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
29,433
|
|
|
12,611
|
|
|
49,100
|
|
|
—
|
|
|
91,144
|
|
|||||
Noncash loss on trading securities
|
—
|
|
|
—
|
|
|
4,555
|
|
|
—
|
|
|
4,555
|
|
|||||
Impairment of property, plant and equipment
|
7,486
|
|
|
542
|
|
|
11,808
|
|
|
—
|
|
|
19,836
|
|
|||||
Impairment of goodwill & intangibles assets
|
—
|
|
|
—
|
|
|
41,970
|
|
|
—
|
|
|
41,970
|
|
|||||
Stock-based compensation
|
7,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,244
|
|
|||||
Defined benefit pension plan expense (benefit)
|
—
|
|
|
—
|
|
|
(610
|
)
|
|
—
|
|
|
(610
|
)
|
|||||
Contribution to defined benefit pension plan
|
—
|
|
|
—
|
|
|
(16,500
|
)
|
|
—
|
|
|
(16,500
|
)
|
|||||
(Gain) loss on sale of property, plant and equipment
|
983
|
|
|
319
|
|
|
1,025
|
|
|
—
|
|
|
2,327
|
|
|||||
Equity in earnings in nonconsolidated subsidiaries
|
(11,842
|
)
|
|
39,418
|
|
|
247
|
|
|
(27,576
|
)
|
|
247
|
|
|||||
Deferred income taxes
|
10,042
|
|
|
(6,224
|
)
|
|
1,040
|
|
|
—
|
|
|
4,858
|
|
|||||
Changes in assets and liabilities (net of acquisitions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
27,576
|
|
|
3,547
|
|
|
19,144
|
|
|
—
|
|
|
50,267
|
|
|||||
Inventories
|
(4,364
|
)
|
|
18,130
|
|
|
(12,698
|
)
|
|
2,228
|
|
|
3,296
|
|
|||||
Prepaid expenses
|
2,337
|
|
|
(172
|
)
|
|
8,679
|
|
|
—
|
|
|
10,844
|
|
|||||
Accounts payable
|
6,831
|
|
|
(1,970
|
)
|
|
(11,666
|
)
|
|
—
|
|
|
(6,805
|
)
|
|||||
Accrued expenses
|
(16,485
|
)
|
|
17,713
|
|
|
7,366
|
|
|
324
|
|
|
8,918
|
|
|||||
Other noncurrent liabilities
|
177
|
|
|
—
|
|
|
(1,941
|
)
|
|
—
|
|
|
(1,764
|
)
|
|||||
Income taxes payable (refundable)
|
7,895
|
|
|
(306
|
)
|
|
(482
|
)
|
|
—
|
|
|
7,107
|
|
|||||
Net cash flows from operating activities
|
107,430
|
|
|
72,848
|
|
|
89,796
|
|
|
2,193
|
|
|
272,267
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
(14,362
|
)
|
|
(7,718
|
)
|
|
(23,388
|
)
|
|
—
|
|
|
(45,468
|
)
|
|||||
Proceeds from sale of assets
|
3,996
|
|
|
302
|
|
|
(1,049
|
)
|
|
—
|
|
|
3,249
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(12,778
|
)
|
|
—
|
|
|
—
|
|
|
(12,778
|
)
|
|||||
Other, net
|
72,866
|
|
|
(50,447
|
)
|
|
(13,400
|
)
|
|
(2,193
|
)
|
|
6,826
|
|
|||||
Net cash flows from investing activities
|
62,500
|
|
|
(70,641
|
)
|
|
(37,837
|
)
|
|
(2,193
|
)
|
|
(48,171
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under short-term agreements
|
—
|
|
|
—
|
|
|
(12,853
|
)
|
|
—
|
|
|
(12,853
|
)
|
|||||
Proceeds from long-term borrowings
|
68,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,000
|
|
|||||
Principal payments on long-term borrowings
|
(68,213
|
)
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
|
(69,098
|
)
|
|||||
Dividends paid
|
(35,357
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,357
|
)
|
|||||
Intercompany dividends
|
26,115
|
|
|
—
|
|
|
(26,115
|
)
|
|
—
|
|
|
—
|
|
|||||
Dividends to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,634
|
)
|
|
—
|
|
|
(2,634
|
)
|
|||||
Proceeds from exercises under stock plans
|
13,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,075
|
|
|||||
Excess tax benefits from stock option exercises
|
1,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,699
|
|
|||||
Purchase of treasury shares
|
(168,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,983
|
)
|
|||||
Purchase of common treasury shares - stock plan exercises
|
(13,854
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,854
|
)
|
|||||
Net cash flows from financing activities
|
(177,518
|
)
|
|
—
|
|
|
(42,487
|
)
|
|
—
|
|
|
(220,005
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(356
|
)
|
|
(26,240
|
)
|
|
—
|
|
|
(26,596
|
)
|
|||||
Net change in cash and cash equivalents
|
(7,588
|
)
|
|
1,851
|
|
|
(16,768
|
)
|
|
—
|
|
|
(22,505
|
)
|
|||||
Cash and cash equivalents—beginning of year
|
69,869
|
|
|
2,157
|
|
|
299,553
|
|
|
—
|
|
|
371,579
|
|
|||||
Cash and cash equivalents—end of period
|
$
|
62,281
|
|
|
$
|
4,008
|
|
|
$
|
282,785
|
|
|
$
|
—
|
|
|
$
|
349,074
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
183,976
|
|
|
$
|
67,725
|
|
|
$
|
85,840
|
|
|
$
|
(148,223
|
)
|
|
$
|
189,318
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
24,509
|
|
|
12,926
|
|
|
51,893
|
|
|
—
|
|
|
89,328
|
|
|||||
Loss on investment
|
—
|
|
|
—
|
|
|
3,795
|
|
|
—
|
|
|
3,795
|
|
|||||
Non-cash debt refinancing costs
|
(2,478
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,478
|
)
|
|||||
Stock-based compensation
|
6,730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,730
|
|
|||||
Defined benefit pension plan expense
|
—
|
|
|
—
|
|
|
2,638
|
|
|
—
|
|
|
2,638
|
|
|||||
Contribution to defined benefit pension plan
|
—
|
|
|
—
|
|
|
(18,173
|
)
|
|
—
|
|
|
(18,173
|
)
|
|||||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(4,300
|
)
|
|
—
|
|
|
(4,300
|
)
|
|||||
(Gain) loss on sale of property, plant and equipment
|
145
|
|
|
143
|
|
|
104
|
|
|
—
|
|
|
392
|
|
|||||
Equity in earnings in nonconsolidated subsidiaries
|
(129,031
|
)
|
|
(19,509
|
)
|
|
(63
|
)
|
|
148,574
|
|
|
(29
|
)
|
|||||
Deferred income taxes
|
(1,474
|
)
|
|
1,866
|
|
|
4,859
|
|
|
—
|
|
|
5,251
|
|
|||||
Changes in assets and liabilities (net of the effect from acquisitions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
(19,136
|
)
|
|
40,186
|
|
|
(20,143
|
)
|
|
—
|
|
|
907
|
|
|||||
Inventories
|
5,094
|
|
|
15,317
|
|
|
1,047
|
|
|
—
|
|
|
21,458
|
|
|||||
Prepaid expenses
|
(2,352
|
)
|
|
429
|
|
|
(11,671
|
)
|
|
—
|
|
|
(13,594
|
)
|
|||||
Accounts payable
|
(2,260
|
)
|
|
(5,212
|
)
|
|
(26,849
|
)
|
|
—
|
|
|
(34,321
|
)
|
|||||
Accrued expenses
|
(21,448
|
)
|
|
(9,590
|
)
|
|
(3,740
|
)
|
|
—
|
|
|
(34,778
|
)
|
|||||
Other noncurrent liabilities
|
622
|
|
|
—
|
|
|
1,133
|
|
|
—
|
|
|
1,755
|
|
|||||
Income taxes payable
|
(24,945
|
)
|
|
(19,417
|
)
|
|
4,559
|
|
|
—
|
|
|
(39,803
|
)
|
|||||
Net cash flows from operating activities
|
17,952
|
|
|
84,864
|
|
|
70,929
|
|
|
351
|
|
|
174,096
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
(41,260
|
)
|
|
(2,823
|
)
|
|
(28,940
|
)
|
|
—
|
|
|
(73,023
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(185,710
|
)
|
|
—
|
|
|
(185,710
|
)
|
|||||
Proceeds from sale of assets
|
43
|
|
|
126
|
|
|
2,320
|
|
|
—
|
|
|
2,489
|
|
|||||
Other, net
|
34,735
|
|
|
(73,799
|
)
|
|
38,796
|
|
|
(351
|
)
|
|
(619
|
)
|
|||||
Net cash flows from investing activities
|
(6,482
|
)
|
|
(76,496
|
)
|
|
(173,534
|
)
|
|
(351
|
)
|
|
(256,863
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under short-term agreements
|
—
|
|
|
—
|
|
|
(4,472
|
)
|
|
—
|
|
|
(4,472
|
)
|
|||||
Proceeds from long-term borrowings
|
652,540
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
|
652,211
|
|
|||||
Principal payments on long-term obligations
|
(356,994
|
)
|
|
—
|
|
|
(864
|
)
|
|
—
|
|
|
(357,858
|
)
|
|||||
Settlement of financial derivative
|
4,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,981
|
|
|||||
Dividends paid
|
(32,443
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,443
|
)
|
|||||
Intercompany dividends
|
116,995
|
|
|
(36,600
|
)
|
|
(80,395
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany interest on long-term note
|
—
|
|
|
648
|
|
|
(648
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany capital contribution
|
(143,000
|
)
|
|
—
|
|
|
143,000
|
|
|
—
|
|
|
—
|
|
|||||
Dividends to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,919
|
)
|
|
—
|
|
|
(2,919
|
)
|
|||||
Debt issuance fees
|
(7,644
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,644
|
)
|
|||||
Proceeds from exercises under stock plans
|
14,572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,572
|
|
|||||
Excess tax benefits from stock option exercises
|
4,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,264
|
|
|||||
Purchase of treasury shares
|
(395,045
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,045
|
)
|
|||||
Purchase of common treasury shares - stock plan exercises
|
(15,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,403
|
)
|
|||||
Net cash flows from financing activities
|
(157,177
|
)
|
|
(35,952
|
)
|
|
53,373
|
|
|
—
|
|
|
(139,756
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(56
|
)
|
|
(19,548
|
)
|
|
—
|
|
|
(19,604
|
)
|
|||||
Net change in cash and cash equivalents
|
(145,707
|
)
|
|
(27,640
|
)
|
|
(68,780
|
)
|
|
—
|
|
|
(242,127
|
)
|
|||||
Cash and cash equivalents—beginning of year
|
215,576
|
|
|
29,797
|
|
|
368,333
|
|
|
—
|
|
|
613,706
|
|
|||||
Cash and cash equivalents—end of year
|
$
|
69,869
|
|
|
$
|
2,157
|
|
|
$
|
299,553
|
|
|
$
|
—
|
|
|
$
|
371,579
|
|
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
278,489
|
|
|
$
|
97,955
|
|
|
$
|
68,597
|
|
|
$
|
(164,581
|
)
|
|
$
|
280,460
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
21,270
|
|
|
12,862
|
|
|
43,304
|
|
|
—
|
|
|
77,436
|
|
|||||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
12,011
|
|
|
—
|
|
|
12,011
|
|
|||||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
12,161
|
|
|
—
|
|
|
12,161
|
|
|||||
Stock-based compensation
|
6,513
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,513
|
|
|||||
Defined benefit pension plan expense
|
—
|
|
|
—
|
|
|
6,569
|
|
|
—
|
|
|
6,569
|
|
|||||
Contribution to defined benefit pension plan
|
—
|
|
|
—
|
|
|
(17,619
|
)
|
|
—
|
|
|
(17,619
|
)
|
|||||
(Gain) loss on sale of property, plant and equipment
|
885
|
|
|
42
|
|
|
(5,245
|
)
|
|
—
|
|
|
(4,318
|
)
|
|||||
Equity in earnings in nonconsolidated subsidiaries
|
(150,512
|
)
|
|
(16,417
|
)
|
|
(494
|
)
|
|
166,588
|
|
|
(835
|
)
|
|||||
Deferred income taxes
|
(8,948
|
)
|
|
(19
|
)
|
|
(1,174
|
)
|
|
—
|
|
|
(10,141
|
)
|
|||||
Changes in assets and liabilities (net of the effect from acquisitions):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Receivables
|
6,181
|
|
|
(22,259
|
)
|
|
3,370
|
|
|
—
|
|
|
(12,708
|
)
|
|||||
Inventories
|
12,966
|
|
|
1,757
|
|
|
(1,292
|
)
|
|
—
|
|
|
13,431
|
|
|||||
Prepaid expenses
|
2,417
|
|
|
98
|
|
|
1,600
|
|
|
—
|
|
|
4,115
|
|
|||||
Accounts payable
|
(10,458
|
)
|
|
(1,643
|
)
|
|
24,549
|
|
|
—
|
|
|
12,448
|
|
|||||
Accrued expenses
|
19,191
|
|
|
5,824
|
|
|
(3,317
|
)
|
|
—
|
|
|
21,698
|
|
|||||
Other noncurrent liabilities
|
3,201
|
|
|
—
|
|
|
(4,675
|
)
|
|
—
|
|
|
(1,474
|
)
|
|||||
Income taxes payable
|
(5,908
|
)
|
|
(3,251
|
)
|
|
5,029
|
|
|
825
|
|
|
(3,305
|
)
|
|||||
Net cash flows from operating activities
|
175,287
|
|
|
74,949
|
|
|
143,374
|
|
|
2,832
|
|
|
396,442
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
(76,582
|
)
|
|
(4,439
|
)
|
|
(25,732
|
)
|
|
—
|
|
|
(106,753
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(63,152
|
)
|
|
—
|
|
|
(63,152
|
)
|
|||||
Proceeds from sale of assets
|
794
|
|
|
35
|
|
|
36,753
|
|
|
—
|
|
|
37,582
|
|
|||||
Other, net
|
86,258
|
|
|
(83,327
|
)
|
|
503
|
|
|
(2,832
|
)
|
|
602
|
|
|||||
Net cash flows from investing activities
|
10,470
|
|
|
(87,731
|
)
|
|
(51,628
|
)
|
|
(2,832
|
)
|
|
(131,721
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under short-term agreements
|
—
|
|
|
—
|
|
|
5,510
|
|
|
—
|
|
|
5,510
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
274
|
|
|||||
Principal payments on long-term obligations
|
(187
|
)
|
|
—
|
|
|
(404
|
)
|
|
—
|
|
|
(591
|
)
|
|||||
Cash decrease due to deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(11,615
|
)
|
|
—
|
|
|
(11,615
|
)
|
|||||
Dividends paid
|
(25,414
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,414
|
)
|
|||||
Intercompany dividends
|
8,947
|
|
|
20,133
|
|
|
(29,080
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany interest on long-term note
|
—
|
|
|
1,229
|
|
|
(1,229
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany principal payment on long-term note
|
—
|
|
|
22,430
|
|
|
(22,430
|
)
|
|
—
|
|
|
—
|
|
|||||
Dividends to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,767
|
)
|
|
—
|
|
|
(1,767
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(9,324
|
)
|
|
—
|
|
|
(9,324
|
)
|
|||||
Proceeds from exercises under stock plans
|
16,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,348
|
|
|||||
Excess tax benefits from stock option exercises
|
5,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,306
|
|
|||||
Purchase of common treasury shares - stock plan exercises
|
(16,107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,107
|
)
|
|||||
Net cash flows from financing activities
|
(11,107
|
)
|
|
43,792
|
|
|
(70,065
|
)
|
|
—
|
|
|
(37,380
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(7,927
|
)
|
|
(19,837
|
)
|
|
—
|
|
|
(27,764
|
)
|
|||||
Net change in cash and cash equivalents
|
174,650
|
|
|
23,083
|
|
|
1,844
|
|
|
—
|
|
|
199,577
|
|
|||||
Cash and cash equivalents—beginning of year
|
40,926
|
|
|
6,714
|
|
|
366,489
|
|
|
—
|
|
|
414,129
|
|
|||||
Cash and cash equivalents—end of year
|
$
|
215,576
|
|
|
$
|
29,797
|
|
|
$
|
368,333
|
|
|
$
|
—
|
|
|
$
|
613,706
|
|
|
|
|
|
|
Net Earnings
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
Gross
|
|
|
|
Per Share
|
|
Stock Price
|
|
Dividends
|
||||||||||||||||||||
|
Net Sales
|
|
Profit
|
|
Amount
|
|
Basic
|
|
Diluted
|
|
High
|
|
Low
|
|
Declared
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
670,398
|
|
|
$
|
165,454
|
|
|
$
|
30,739
|
|
|
$
|
1.29
|
|
|
$
|
1.28
|
|
|
$
|
130.26
|
|
|
$
|
117.56
|
|
|
$
|
0.375
|
|
Second (1)
|
682,123
|
|
|
169,548
|
|
|
27,873
|
|
|
1.19
|
|
|
1.19
|
|
|
128.26
|
|
|
118.09
|
|
|
0.375
|
|
||||||||
Third (2)
|
632,575
|
|
|
156,751
|
|
|
12,066
|
|
|
0.52
|
|
|
0.52
|
|
|
121.23
|
|
|
97.44
|
|
|
0.375
|
|
||||||||
Fourth (3)
|
633,828
|
|
|
129,280
|
|
|
(30,561
|
)
|
|
(1.34
|
)
|
|
(1.34
|
)
|
|
117.94
|
|
|
93.99
|
|
|
0.375
|
|
||||||||
Year
|
$
|
2,618,924
|
|
|
$
|
621,033
|
|
|
$
|
40,117
|
|
|
$
|
1.72
|
|
|
$
|
1.71
|
|
|
$
|
130.26
|
|
|
$
|
93.99
|
|
|
$
|
1.500
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
751,740
|
|
|
$
|
206,982
|
|
|
$
|
55,980
|
|
|
$
|
2.10
|
|
|
$
|
2.08
|
|
|
$
|
155.64
|
|
|
$
|
141.74
|
|
|
$
|
0.250
|
|
Second
|
842,599
|
|
|
220,477
|
|
|
63,976
|
|
|
2.40
|
|
|
2.38
|
|
|
163.23
|
|
|
143.02
|
|
|
0.375
|
|
||||||||
Third (4)
|
765,668
|
|
|
199,500
|
|
|
23,559
|
|
|
0.93
|
|
|
0.92
|
|
|
155.62
|
|
|
131.68
|
|
|
0.375
|
|
||||||||
Fourth
|
763,136
|
|
|
181,158
|
|
|
40,461
|
|
|
1.67
|
|
|
1.66
|
|
|
139.31
|
|
|
123.44
|
|
|
0.375
|
|
||||||||
Year
|
$
|
3,123,143
|
|
|
$
|
808,117
|
|
|
$
|
183,976
|
|
|
$
|
7.15
|
|
|
$
|
7.09
|
|
|
$
|
163.23
|
|
|
$
|
123.44
|
|
|
$
|
1.375
|
|
|
Balance at
beginning of period |
|
Charged to
profit and loss |
|
Deductions
from reserves* |
|
Balance at
close of period |
||||||
Fifty-two weeks ended December 26, 2015
|
|
|
|
|
|
|
|
||||||
Reserve deducted in balance sheet from the asset to which it applies—
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful receivables
|
$
|
9,922
|
|
|
12,420
|
|
|
(1,334
|
)
|
|
$
|
21,008
|
|
Allowance for deferred income tax asset valuation
|
104,487
|
|
|
(13,650
|
)
|
|
—
|
|
|
90,837
|
|
||
Fifty-two weeks ended December 27, 2014
|
|
|
|
|
|
|
|
||||||
Reserve deducted in balance sheet from the asset to which it applies—
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful receivables
|
$
|
10,369
|
|
|
1,780
|
|
|
(2,227
|
)
|
|
$
|
9,922
|
|
Allowance for deferred income tax asset valuation
|
107,767
|
|
|
(3,280
|
)
|
|
—
|
|
|
104,487
|
|
||
Fifty-two weeks ended December 28, 2013
|
|
|
|
|
|
|
|
||||||
Reserve deducted in balance sheet from the asset to which it applies—
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful receivables
|
$
|
7,898
|
|
|
4,674
|
|
|
(2,203
|
)
|
|
$
|
10,369
|
|
Allowance for deferred income tax asset valuation
|
120,979
|
|
|
(13,212
|
)
|
|
—
|
|
|
107,767
|
|
*
|
The deductions from reserves are net of recoveries.
|
|
Valmont Industries, Inc.
|
|
|
|
|
|
By:
|
/s/
MOGENS C. BAY
|
|
|
Mogens C. Bay
Chief Executive Officer
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Title
|
|
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
/s/
MOGENS C. BAY
|
Director, Chairman and Chief Executive Officer (Principal Executive Officer)
|
2/24/2016
|
||||||||||||||||||||
Mogens C. Bay
|
|
|
||||||||||||||||||||
|
|
|
||||||||||||||||||||
/s/
MARK C. JAKSICH
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
2/24/2016
|
||||||||||||||||||||
Mark C. Jaksich
|
|
|
||||||||||||||||||||
|
|
|
||||||||||||||||||||
/s/
TIMOTHY
P.
FRANCIS
|
Vice President and Controller (Principal Accounting Officer)
|
2/24/2016
|
||||||||||||||||||||
Timothy P. Francis
|
|
|
||||||||||||||||||||
|
|
|
||||||||||||||||||||
Walter Scott, Jr.*
|
Kenneth E. Stinson*
|
|
||||||||||||||||||||
Daniel P. Neary*
|
James B. Milliken*
|
|
||||||||||||||||||||
Catherine James Paglia*
|
K.R. den Daas*
|
|
||||||||||||||||||||
Theo W. Freye*
|
Clark Randt*
|
|
||||||||||||||||||||
|
|
|
*
|
Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this
24th day of February, 2016
. A Power of Attorney authorizing Mogens C. Bay to sign the Annual Report on Form 10-K on behalf of each of the indicated directors of Valmont Industries, Inc. has been filed herein as Exhibit 24.
|
|
By:
|
/s/
MOGENS C. BAY
|
|
|
Mogens C. Bay
Attorney-in-Fact
|
Exhibit 3.1
|
—
|
The Company’s Restated Certificate of Incorporation, as amended. This document was filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 28, 2009 and is incorporated herein by this reference.
|
|
|
|
Exhibit 3.2
|
—
|
The Company's By-Laws, as amended. This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and is incorporated herein (Commission file number 001-31429) by reference.
|
|
|
|
Exhibit 4.1
|
—
|
Credit Agreement, dated as of August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto. This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission file number 001-31429) dated August 15, 2012 and is incorporated herein by reference.
|
|
|
|
Exhibit 4.2
|
—
|
First Amendment dated as of October 17, 2014 to Credit Agreement, dated as of August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto. This document was filed as exhibit 4.2 to the Company's Current Report on Form 8-K (Commission file number 001-31429) dated October 17, 2014 and is incorporated herein by this reference.
|
|
|
|
Exhibit 4.3
|
—
|
Second Amendment dated as of February 23, 2016 to Credit Agreement, dated as of August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto. This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated February 23, 2016 and is incorporated herein by reference.
|
|
|
|
Exhibit 4.4
|
—
|
Indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association., as Trustee. This document was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 12, 2010 and is incorporated herein by this reference.
|
|
|
|
Exhibit 4.5
|
—
|
First Supplemental Indenture, dated as of April 12, 2010, to indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. This document was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 12, 2010 and is incorporated herein by this reference.
|
|
|
|
Exhibit 4.6
|
—
|
Second Supplemental Indenture, dated as of September 22, 2014, to Indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. This document was filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (Commission file number 001-31429) dated September 22, 2014 and is incorporated herein by this reference.
|
|
|
|
Exhibit 4.7
|
—
|
Third Supplemental Indenture, dated as of September 22, 2014, to Indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. This document was filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (Commission file number 001-31429) dated September 22, 2014 and is incorporated herein by this reference.
|
|
|
|
Exhibit 10.1
|
—
|
The Company’s 1996 Stock Plan. This document was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 26, 2009 and is incorporated herein by this reference.
|
Exhibit 10.2
|
—
|
The Company’s 1999 Stock Plan, as amended. This document was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 26, 2009 and is incorporated herein by this reference.
|
|
|
|
Exhibit 10.3
|
—
|
The Company’s 2002 Stock Plan. This document was filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 31, 2011 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.4
|
—
|
Amendment No. 1 to Valmont 2002 Stock Plan. This document was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 26, 2009 and is incorporated herein by this reference.
|
|
|
|
Exhibit 10.5
|
—
|
The Company’s 2008 Stock Plan. This document was filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 28, 2013 and is incorporated herein by this reference.
|
|
|
|
Exhibit 10.6
|
—
|
The Company's 2013 Stock Plan. This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.7*
|
|
2013 Stock Plan Amendment, dated December 17, 2015.
|
|
|
|
Exhibit 10.8*
|
—
|
Form of Stock Option Agreement.
|
|
|
|
Exhibit 10.9
|
—
|
Form of Restricted Stock Agreement. This document was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.10
|
—
|
Form of Restricted Stock Unit Agreement (Director). This document was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.11*
|
—
|
Form of Restricted Stock Unit Agreement (Domestic).
|
|
|
|
Exhibit 10.12*
|
—
|
Form of Restricted Stock Unit Agreement (International).
|
|
|
|
Exhibit 10.13
|
—
|
Form of Director Stock Option Agreement. This document was filed as Exhibit 10.9 to the Company's Annual Report on form 10-K (Commission file number 001-31429) for the year ended December 29, 2012 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.14
|
—
|
The 2013 Valmont Executive Incentive Plan. This document was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.
|
|
|
|
Exhibit 10.15
|
—
|
Director and Named Executive Officers Compensation, is incorporated by reference to the sections entitled “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Summary Compensation Table”, “Grants of Plan-Based Awards for Fiscal Year 2015”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised and Stock Vested”, “Nonqualified Deferred Compensation”, and “Director Compensation” in the Company’s Proxy Statement for the Annual Meeting of Stockholders on April 26, 2016.
|
|
|
|
Exhibit 10.16
|
—
|
The Amended Unfunded Deferred Compensation Plan for Nonemployee Directors. This document was filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 28, 2013 and is incorporated herein by this reference.
|
|
|
|
Exhibit 10.17
|
—
|
VERSP Deferred Compensation Plan. This document was filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 28, 2013 and is incorporated herein by this reference.
|
|
|
|
Exhibit 21*
|
—
|
Subsidiaries of the Company.
|
|
|
|
Exhibit 23*
|
—
|
Consent of Deloitte & Touche LLP.
|
|
|
|
Exhibit 24*
|
—
|
Power of Attorney.
|
|
|
|
Exhibit 31.1*
|
—
|
Section 302 Certification of Chief Executive Officer.
|
|
|
|
Exhibit 31.2*
|
—
|
Section 302 Certification of Chief Financial Officer.
|
|
|
|
Exhibit 32.1*
|
—
|
Section 906 Certifications.
|
|
|
|
Exhibit 101
|
—
|
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 26, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income,(iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.
|
*
|
Filed herewith
|
Grant Date
|
xxxxxx
|
Number of Shares that may be Purchased
|
x
shares of Valmont Common Stock
|
Dates when the Option becomes Exercisable
|
One-third (1/3) of the Option will become exercisable on each of the first, second, and third anniversaries of Grant Date:
|
|
date
|
|
date
|
|
date
|
Purchase Price Per Share
|
$
price
|
Last Date on which the Option may be Exercised
|
date
unless cancelled earlier as described below (the “Expiration Date”)
|
Effect of Termination of Employment
|
See Section 4
|
Governing Plan
|
2013 Valmont Stock Plan (the “Plan”)
|
1.
|
Award.
|
2.
|
Purchase Price
.
|
3.
|
Term of Option
.
|
4.
|
Expiration of the Option Following Termination of Employment.
|
Type of Termination
|
Results
|
Voluntary Termination of Employment Prior to Age 62
|
The Option will expire and all unexercised options will be forfeited upon the voluntary termination of your employment prior to age 62.
|
Valmont Terminates Your Employment for Cause
|
The Option will expire and all unexercised options will be forfeited upon the involuntary termination of employment for Cause. For purposes of this agreement, “Cause” shall mean: (i) your indictment, conviction, or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude, or a felony, (ii) your breach of your duties to Valmont which causes material financial loss or disrepute to Valmont, which is not cured within five (5) days following your receipt of written notice from the Chief Executive Officer or his designee, or (iii) your failure to act at all times in the best interests of Valmont or to carry out the duties of your position as assigned by the Chief Executive Officer or his designee, if any such failure is not cured within five (5) days following your receipt of written notice from the Chief Executive Officer or his designee.
|
Involuntarily Termination Without Cause
|
The Option will expire on the date ninety (90) days following the involuntary termination of your employment without Cause. You can exercise during that period any options that were exercisable immediately prior to your termination.
|
Death or Disability
|
The Option will be become immediately exercisable in full, and the Option will expire on the date three (3) years following your death or Disability or, if earlier, on the Expiration Date. For purposes of this agreement, “Disability” means you are eligible to receive income replacement benefits for a period of not less than six (6) months under Valmont’s long-term disability plan.
|
Voluntary Termination on or after age 62 and having five years of employment
|
If you had attained age 62 with at least five years of employment with Valmont on your termination date, and you voluntarily terminate your employment (“retirement”) at least one year after the Grant Date, the Option will expire and all unexercised option will be forfeited on the date (3) years following the date of your retirement or, if earlier, the Expiration Date.
|
Involuntary Termination Following a Change-In-Control
|
If employment is involuntarily terminated (other than for Cause) by Valmont within twelve (12) months following a Change-of-Control (as defined in the Plan) the Option will continue to operate as though you had remained employed for an additional three (3) years from the date of your termination of employment, or if earlier until the Expiration Date. The Option will expire and all unexercised options will be forfeited on the date three (3) years following the date of the termination of your employment or, if earlier, on the Expiration Date.
|
5.
|
Method of Exercising Option
.
|
6.
|
Withholding of Tax.
|
7.
|
Retention of Shares.
|
8.
|
Non-Transferability.
|
9.
|
Restrictive Covenants.
|
9.1
|
In consideration of the Option and in addition to the restrictive covenants contained in any employment agreement with Valmont, you agree and covenant not to:
|
a.
|
disclose any of Valmont’s Confidential Information except as expressly authorized in writing by Valmont or as may be required by applicable law or a valid court order. “Confidential Information” means any information that relates to the Company’s actual or anticipated business or research and development, customer information, product information, technical data, trade secrets or know-how, and all other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary. Confidential Information does not include any of the foregoing information that is or becomes publicly known through no wrongful act or omission by you or by others who were under confidentiality obligations as to the disclosed information;
|
b.
|
during the twelve (12) months following the termination of your employment for any reason, directly or indirectly, solicit, contact (including but not limited to, email, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with customers or dealers or sales agents of Valmont, its affiliates or subsidiaries, with whom you had contact during your employment, for the purpose of obtaining business from such customers or dealers or sales agents in competition with Valmont; or
|
c.
|
during the twelve (12) months following the termination of your employment for any reason, directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the business(es) of Valmont, its affiliates or subsidiaries if you have been involved with such business(es) or had access to the Confidential Information of such business(es).
|
a.
|
you hereby consent and agree that Valmont shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief; and
|
b.
|
the Option will expire and you will have no right or option to purchase shares of Valmont Common Stock under this agreement.
|
9.3
|
Valmont and you agree that, to the extent permitted under applicable law, any court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Section 9 in lieu of severing such unenforceable provision from this agreement in its entirety, whether by rewriting the offending provision, adding additional language to the offending provision, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. Valmont and you expressly agree that this agreement as so modified by the court shall be binding and enforceable.
|
10.
|
Adjustment in Capitalization
.
|
11.
|
Reimbursement
.
|
12.
|
Internal Revenue Code Section 409A.
|
13.
|
General.
|
a.
|
You have been advised as to how you can obtain a copy of the Plan and you agree that the Option is subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as part of this agreement.
|
b.
|
As a holder of the Option, you will not have any of the rights of a stockholder with respect to the shares covered by the Option until one or more certificates for such shares are delivered to you upon the exercise of the Option.
|
c.
|
The authority to manage and control the operation and administration of this agreement shall be vested in the Human Resource Committee, and the Committee shall have all powers with respect to this agreement as it has with respect to the Plan. Any interpretation of the agreement by the Committee and any decision made by it with respect to the agreement are final and binding.
|
d.
|
Provided you continue to be an employee of Valmont, or any of its affiliates or subsidiaries, the Option will not be affected by any change of your duties or position. Nothing in this agreement shall confer upon you any right to continue in the employment of Valmont or to interfere in any way with the right of Valmont to terminate your employment at any time. The transfer of employment between any combination of Valmont and any of its affiliates or subsidiaries shall not be deemed a termination of employment.
|
e.
|
Valmont is not obligated to issue or deliver any shares of Valmont Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or any regulation of any governmental authority or any national securities exchange.
|
f.
|
You may not purchase shares under this Option unless at the date of purchase a Registration Statement under the Securities Act of 1933, as amended, relating to the shares covered by the Option is in effect or Valmont has determined that an exemption from such registration is available.
|
g.
|
You have read and understand this entire agreement and agree to be bound by its terms.
|
h.
|
|
14.
|
Binding Effect.
|
15.
|
Governing Law.
|
Grant Date
|
xxx
|
Number of Restricted Stock Units
|
xxx
|
Vesting Date / Schedule
|
xxx
|
Effect of Termination of Employment
|
See Section 1
|
Governing Plan
|
2013 Valmont Stock Plan (the “Plan”)
|
1.
|
Award.
Valmont is granting to you the Restricted Stock Units designated above subject to the terms and conditions of this Agreement.
|
Event
|
Results
|
Continued Employment for Three Years
|
Full vesting on the third anniversary of the grant (“Vesting Date”)
|
Termination Due to Death
|
Immediate Vesting
|
Termination Due to Disability
|
Immediate Vesting - “Disability” means you are eligible to receive income replacement benefits for a period of not less than six (6) months under Valmont’s long-term disability plan.
|
Involuntary Termination Without Cause Due to Job Elimination
|
Immediate Prorated Vesting - If you are involuntarily terminated without Cause due to a job elimination (as determined by written notice to you from the Vice President of Human Resources), your rights to the Restricted Stock Units will be prorated based on the number of months from the Grant Date to your termination date divided by the number of months between the Grant Date and the Vesting Date.
|
Involuntary Termination Within 12 Months of a Change in Control
|
Immediate Vesting - If you are involuntarily terminated without Cause (as defined below) within 12 months of a Change in Control (as defined in the Plan), your rights to the Restricted Stock Units will immediately vest.
|
Voluntary Termination on or after Attaining Age 62 ‘Retirement’
|
Immediate Prorated Vesting - If you had attained age 62 with at least
five years
of employment with Valmont on your termination date, and retire at least
one year
after the Grant Date, your rights to the Restricted Stock Units will be
prorated
based on the number of full months from the Grant Date to your retirement date divided by the number of months between the Grant Date and the Vesting Date.
|
Any Other Voluntary or Involuntary Termination
|
Forfeiture
|
2.
|
Settlement.
The Restricted Stock Units granted to you under this agreement will be converted to shares of Valmont Common Stock and delivered to you within a reasonable period of time following the Vesting Date (“Settlement”). The Restricted Stock Units that vest in connection with your termination of employment as provided above will be converted to shares of Valmont Common Stock and distributed to you within a reasonable period of time following your termination of employment. The pro rata portion of the Restricted Stock Units that vest in connection with your termination of employment as provided in Section 1(d) or Section 1(f) above will be converted to shares of Valmont Common Stock and distributed to you within a reasonable period of time following the Vesting Date.
|
3.
|
Withholding of Tax.
Generally, when the Restricted Stock Units are vested you will be required, for income tax purposes, to recognize the value of the shares of Valmont Common Stock delivered to you. The value of a share of Valmont Common Stock is the closing price on the New York Stock Exchange on the Vesting Date. You must satisfy any required income tax and employment tax withholding when your Restricted Stock Units vest. You may satisfy any related minimum statutory tax withholding obligations by reducing the number of shares otherwise deliverable to you and/or by deducting an amount from other cash compensation that is payable to you. You must notify Valmont of your election on or prior to the Vesting Date; if you do not provide such notice, Valmont can deduct such amounts from other cash compensation payable to you. Any amounts required to be withheld, not covered by the foregoing provisions, shall be paid through a payroll deduction on your next paycheck.
|
4.
|
Retention of Shares.
If you are subject to Valmont’s stock ownership guidelines and have not met those guidelines at the time of settlement, you shall retain, and not transfer or otherwise dispose of, at least seventy-five (75%) of the net shares delivered to you until you meet the applicable ownership guidelines.
|
5.
|
Certain Rights.
Restricted Stock Units are not entitled to dividends payable on Valmont Common Stock.
|
6.
|
Voting Rights.
Restricted Stock Units are not entitled to the voting rights associated with Valmont Common Stock.
|
7.
|
Restrictions.
The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, or otherwise transferred, encumbered, or disposed of, otherwise than by the laws of descent and distribution upon your death.
|
8.
|
Restrictive Covenants.
|
8.1
|
In consideration of your rights under this agreement and in addition to the restrictive covenants contained in any employment agreement with Valmont, you agree and covenant not to:
|
a.
|
disclose any of Valmont’s Confidential Information except as expressly authorized in writing by Valmont or as may be required by applicable law or a valid court order. “Confidential Information” means any information that relates to the Company’s actual or anticipated business or research and development, customer information, product information, technical data, trade secrets or know-how, and all other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary. Confidential Information does not include any of the foregoing information that is or becomes publicly known through no wrongful act or omission by you or by others who were under confidentiality obligations as to the disclosed information;
|
b.
|
during the twelve (12) months following termination of your employment for any reason, directly or indirectly, solicit, contact (including but not limited to, email, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with customers or dealers or sales agents of Valmont, its affiliates or subsidiaries, with whom you had contact during your employment, for the purpose of obtaining business from such customers or dealers or sales agents in competition with Valmont; or
|
c.
|
during the twelve (12) months following termination of your employment for any reason, directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the business(es) of Valmont, its affiliates or subsidiaries if you have been involved with such business(es) or had access to the Confidential Information of such business(es).
|
a.
|
you hereby consent and agree that Valmont shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief; and
|
b.
|
any unvested portion of the Restricted Stock Unit Award shall be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this agreement or the Plan.
|
8.3
|
Valmont and you agree that, to the extent permitted under applicable law, any court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Section 8 in lieu of severing such
|
9.
|
Reimbursement.
In the event that (i) Valmont is required to restate and submit to the Securities and Exchange Commission a restatement of its audited financial statements for a fiscal year after fiscal 2006 due to material noncompliance with any financial reporting requirement and (ii) you engaged in fraud or intentional misconduct that caused or contributed to the need for the restatement, as determined by the Board of Directors, then the Company, in an appropriate case as determined by the Board of Directors, shall be entitled to (i) immediately terminate and forfeit any Restricted Stock Units and/or (ii) require you to return to the Company the value of any previously settled Restricted Stock Units (valued as of the date of Settlement with respect thereto), in whole or part. The rights of reimbursement of the Company shall be in addition to any other right of reimbursement provided by law.
|
10.
|
Internal Revenue Code Section 409A.
Some or all of the Restricted Stock Units may be subject to IRC Section 409A. If a Restricted Stock Unit is subject to Internal Revenue Code Section 409A and if you are a “specified employee” (as defined under IRC Section 409A) on the date your employment is terminated, the Settlement of any such Restricted Stock Unit that is due upon your termination of employment will be deferred until the seventh calendar month following the calendar month of your “separation from service” (as defined under IRC Section 409A)
|
11.
|
General.
|
a.
|
You have been advised as to how you can obtain a copy of the Plan and you agree that the Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as part of this agreement.
|
b.
|
|
c.
|
The authority to manage and control the operation and administration of this agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this agreement as it has with respect to the Plan. Any interpretation of the agreement by the Committee and any decision made by it with respect to the agreement is final and binding.
|
d.
|
Provided you continue to be an employee of Valmont, or any of its affiliates or subsidiaries, your rights to the Restricted Stock Units will not be affected by any change of your duties or position. Nothing in this agreement shall confer upon you any right to continue in the employment of Valmont or to interfere in any way with the right of Valmont to terminate your employment at any time. The transfer of employment between any combination of Valmont and any of its affiliates or subsidiaries shall not be deemed a termination of employment.
|
e.
|
Valmont is not obligated to issue or deliver any shares of Valmont Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or any regulation of any governmental authority or any national securities exchange.
|
f.
|
You have read and understand this entire agreement and agree to be bound by its terms.
|
g.
|
“Cause” shall mean: (i) your indictment, conviction, or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude, or a felony, (ii) your breach of your duties to Valmont which causes material financial loss or disrepute to Valmont, which is not cured within five (5) days following your receipt of written notice from the Chief Executive Officer or his designee, or (iii) your failure to act at all times in the best interests of Valmont or to carry out the duties of your position as assigned by the Chief Executive Officer or his designee, if any such failure is not cured within five (5) days following your receipt of written notice from the Chief Executive Officer or his designee.
|
12.
|
Binding Effect.
This agreement shall be binding upon and inure to the benefit of any successors to the
Company and all persons lawfully claiming to be your successor.
|
13.
|
Governing Law.
This agreement shall be governed by, and construed in accordance with, the laws of the state of Nebraska.
|
Grant Date
|
xxx
|
Number of Restricted Stock Units
|
xxx
|
Vesting Date / Schedule
|
xxx
|
Effect of Termination of Employment
|
See Section 3
|
Governing Plan
|
2013 Valmont Stock Plan (the “Plan”)
|
1.
|
Grant of Award.
The Company hereby grants to you, pursuant to and subject to the terms of the Valmont 2013 Stock Plan (“Plan”)
number
Restricted Stock units (“Units”) of the Company on the terms and conditions set forth herein.
|
2.
|
Restricted Stock Units.
Each Unit awarded shall be the equivalent of one share of Company Stock, provided you shall have no voting or similar rights with respect to the Units. You shall be a general, unsecured creditor of the Company with respect to the Company’s obligations under this Agreement.
|
3.
|
Vesting.
The Units shall become non-forfeitable and fully vested on the date exactly three years from the Grant Date (“Vesting Date”) if you remain in the continuous employment of the Company until the Vesting Date. In the event of termination of your employment (voluntary or involuntary) prior to the Vesting Date, you shall forfeit all of the Units granted under this Agreement and any payment contemplated by Paragraph 4 below.
|
4.
|
Dividends.
Restricted Stock Units are not entitled to dividends payable on Valmont Common Stock.
|
5.
|
Settlement of Awards.
Within a reasonable period of time following the Vesting Date, but no later than the March 15
th
immediately following the calendar year which includes the Vesting Date, if you have not forfeited the Units hereunder, the Company shall pay to you, with respect to each Unit, one share of Company Stock (the “Settlement”).
|
6.
|
Withholding.
Withholding of all applicable taxes are your responsibility.
|
7.
|
Covenants.
You agree that for a period of twelve months after your employment has been voluntarily or involuntarily terminated, you will not solicit for sale or sell products or services which compete with any of the Company’s products or services to those persons, companies, firms or corporations who were or are customers of the Company and with whom you had personal contact during and as a result of employment with the Company. You agree not to solicit or sell to such customers on behalf of you or on behalf of any other person, firm, company or corporation. Moreover, during said twelve month period, you shall neither induce nor encourage anyone employed by the Company to leave the Company’s employment. You also agree that during said twelve month period, you will not interfere with the Company’s contractual or business relationships with its suppliers or vendors.
|
8.
|
Adjustment in Capitalization.
If any adjustment in the Company’s capitalization as described in the Plan occurs, appropriate adjustments (as provided in the Plan) shall be made to the number of Units under this Agreement.
|
9.
|
Non-Transferability.
The Agreement and the Units granted hereunder shall not be transferable other than by will or the laws of descent and distribution. More particularly (but without limiting the generality of the foregoing), this Agreement and the Units granted hereunder may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to the execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Units or this Agreement shall be null and void and without effect.
|
10.
|
Reimbursement.
In the event that (i) the Company is required to restate and submit to the Securities and Exchange Commission a restatement of its audited financial statements for a fiscal year after fiscal 2006 due to material noncompliance with any financial reporting requirement and (ii) you engaged in fraud or intentional misconduct that caused or contributed to the need for the restatement, as determined by the Board of Directors, the Company, in an appropriate case as determined by the Board of Directors, shall be entitled to cancel the Units, in whole or part, and to obtain the return of Company Stock issued to you in settlement of Units in whole or part. The rights of reimbursement of the Company shall be in addition to any other right of reimbursement provided by law.
|
11.
|
Administration.
The authority to manage and control the operation and administration of this Agreement shall be vested in the Human Resources Committee of the Board of Directors, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.
|
Name of Subsidiary
|
|
State or Country
of Incorporation
|
AgSense, LLC
|
|
South Dakota
|
American Galvanizing
|
|
New Jersey
|
Armorflex International Limited
|
|
New Zealand
|
Delta Electrical & Engineering B.V.
|
|
The Netherlands
|
Delta Ltd.
|
|
United Kingdom
|
George Industries, Inc.
|
|
California
|
Industrial Galvanizers America Holdings, Inc.
|
|
Delaware
|
Lampadaires Feralux, Inc.
|
|
Canada
|
Locker Group Holdings Pty. Ltd.
|
|
Australia
|
Matco Sevices, Inc.
|
|
Delaware
|
PiRod, Inc.
|
|
Delaware
|
Pure Metal Galvanizing, ULC
|
|
Canada
|
Stainton Metal Co, Ltd.
|
|
United Kingdom
|
Tehomet Oy
|
|
Finland
|
Tehomet Baltic Ou
|
|
Estonia
|
Valley Irrigation South Africa,(PTY) Ltd.
|
|
South Africa
|
Valmont Australia Irrigation Pty. Ltd.
|
|
Australia
|
Valmont Coatings, Inc.
|
|
Delaware
|
Valmont France S.A.S.
|
|
France
|
Valmont Group Holdings Pty. Ltd.
|
|
Australia
|
Valmont Industria e Comercio, Ltda.
|
|
Brazil
|
Valmont Industries (China) Co.,Ltd.
|
|
China
|
Valmont Industries (Guangdong), Ltd.
|
|
China
|
Valmont Industries (Shandong), Ltd.
|
|
China
|
Valmont Industries de Argentina S.A.
|
|
Argentina
|
Valmont Industries Holland B.V.
|
|
The Netherlands
|
Valmont International Corp.
|
|
Texas
|
Valmont Investimentos Ltda.
|
|
Brazil
|
Valmont Middle East FZE
|
|
United Arab Emirates
|
Valmont Monterrey S. de R.L. de C.V.
|
|
Mexico
|
Valmont Newmark, Inc.
|
|
Delaware
|
Valmont Nederland B.V.
|
|
The Netherlands
|
Valmont Polska Sp.z o.o
|
|
Poland
|
Valmont Queensland Pty. Ltd.
|
|
Australia
|
Valmont S.A.U.
|
|
Spain
|
Valmont SM A/S
|
|
Denmark
|
Valmont Sarl
|
|
Morocco
|
Valmont Singapore Pte. Ltd.
|
|
Singapore
|
Valmont Structures Private Limited
|
|
India
|
Valmont U.K. Ltd.
|
|
United Kingdom
|
Valmont West Coast Engineering LTD
|
|
Canada
|
Westcoast Engineering Group, Ltd.
|
|
Canada
|
West Coast Engineering, Inc
|
|
Washington
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 26, 2015
of Valmont Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ MOGENS C. BAY
|
|
Mogens C. Bay
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 26, 2015
of Valmont Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ MARK C. JAKSICH
|
|
Mark C. Jaksich
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/
Mogens C. Bay
|
|
Mogens C. Bay
Chairman and Chief Executive Officer
|
3.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
4.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/
MARK C. JAKSICH
|
|
Mark C. Jaksich
Executive Vice President and Chief Financial Officer
|