ANNUAL REPORT 2013
2
“We cultivate long-term success
as we live our corporate values:
Passion for our products and customer service; uncompromising
Integrity; a commitment to Continuous Improvement in pursuit
of excellence, and delivery of strong Results.”
3
MESSAGE TO FELLOW SHAREHOLDERS
2013 was another record
We cultivate long-term
and help protect the
farm productivity around
expansions to the North
I am very pleased with
In Europe, the economic
The Coatings Segment
year for your company,
led by outstanding results
in the Utility Support
Structures and Irrigation
Segments, and supported
by a meaningful improve-
ment in the Engineered
Infrastructure Products
Segment profitability.
Our Coatings Segment
success as we live our cor-
porate values: Passion for
our products and customer
service; uncompromising
Integrity; a commitment to
Continuous Improvement
in pursuit of excellence,
and delivery of strong
Results. Passion creates
organizational energy
again delivered a very
that, in turn, leads to
high quality of earnings.
better results. Unwavering
integrity ensures that we
can all take pride in how
we conduct our business.
world’s infrastructure
the world. Our extensive
from corrosion. We also are
and growing network
determined to produce our
of irrigation equipment
products, and to provide
manufacturing facilities
our services, in the most
allows us greater flexibility
efficient and environmen-
to serve our customers.
tally responsible manner.
Long term global drivers
Looking at 2013 perfor-
for our irrigation business
mance, our Irrigation
continue to strengthen.
Segment had another
The dual challenges of
record year driven by
feeding a growing world
very strong demand,
population and supporting
particularly in our home
more protein rich diets in
market in the U.S.
many parts of the world,
Commitment to contin-
High commodity prices
uous improvement is a
and resulting net farm
prerequisite for everyone
income motivated our
in a leadership position.
customers to increase
while at the same time
using fresh water much
more efficiently, bode well
for the long term future
of our irrigation business.
Revenue increased 9
percent over 2012 to 3.3
billion. Operating profit
as a percentage of sales
improved from 12.6 percent
to 14.3 percent and return
on invested capital after-
tax increased from 13.2
Our leaders and employees
percent to 15.0 percent.
put egos aside and team-
Net earnings per share
work first, truly believing
grew to $10.35.
that our products and
The growth of our
Company is a testament
to the soundness of our
strategy and the strength
of the Valmont culture.
services make a positive
difference in the world.
We help feed the world,
transport electricity,
make our roadways safer,
their investments in equip-
ment that will improve
The performance of the
their productivity, and
Utility Support Structures
simultaneously conserve
Segment significantly
water. Internationally we
improved again in 2013.
also saw improved market
Revenue, earnings and
penetration as center pivot
quality of earnings
technology is gaining
were all at record levels.
more and more traction
This business is largely
as a means to improve
driven by upgrades and
American transmission
the continued improve-
recession forced us to take
had another record year.
grid and also additions
ment in our Engineered
a close look at our busi-
Our teams are mastering
necessitated by renewable
Infrastructure Product
nesses over the last few
the challenge of running
energy goals.
Segment performance.
years. We closed facilities
their facilities very effi-
The capacity expansions
we have implemented over
the last few years have
served us well and enabled
us to participate fully in
Many of the businesses in
where necessary, exited a
ciently while providing
this Segment have faced
joint-venture and lowered
exceptional customer
significant headwinds in
our expense structure. 2013
service. Our North Ameri-
their respective markets
saw the benefits of these
can facilities delivered the
for a number of years.
actions and our businesses
best performance and
this expanded market. The
In the U.S., we are still
international portion of our
without a long-term
Utility Support Structures
highway bill and have been
in Europe delivered accept-
successfully integrated
able results in a difficult
Pure Metal, the Canadian
market environment.
galvanizer we acquired
business however, had
faced with a generally slug-
In the Asia Pacific region we
disappointing results in
gish economy. Our teams
continued to perform well,
2013 as far fewer projects
have focused on what we
despite an economic slow-
were secured; with the
do control; reducing costs,
down and a weakening
exception of Australia
improving productivity
currency in Australia,
in December of 2012.
Sales declined in the
Asia Pacific region as
a result of a softening
demand in Australia.
where we had another
and a sharpened customer
our biggest market. The
Our other businesses,
solid year.
focus. We have benefitted
Locker Group, which was
including our North
Going forward we
anticipate continued
strong activity in North
America. We also expect
that several international
markets will provide good
growth opportunities for
us longer term.
from improvement in our
acquired early in the year,
American tubing business
wireless communication
delivered results as per
and Donhad Pty Ltd, our
businesses in North
our expectations. China
grinding media business
America, particularly of
performed better than
in Australia, were also
component sales to this
the year before and our
meaningful contributors
market, but structures
Malaysian operations again
to Valmont’s performance
sales were also very strong.
produced good results.
in 2013. They are both
important players in their
respective markets.
VALMONT INDUSTRIES annual report 2013VALMONT INDUSTRIES annual report 2013 2
INSIDE
Message To Fellow Shareholders
Valmont At A Glance
Engineered Infrastructure Products
Utility Support Structures
Coatings
Irrigation
Global Presence
Board Of Directors
Corporate Officers & Business
Unit Management
Corporate & Stock Information
Financial Summary
2
6
8
10
12
14
16
18
19
20
21
VALMONT’S
VISION
VALMONT IS RECOGNIZED THROUGHOUT
THE WORLD AS AN INDUSTRY LEADER IN
ENGINEERED PRODUCTS AND SERVICES FOR
INFRASTRUCTURE, AND WATER CONSERVING
IRRIGATION EQUIPMENT FOR AGRICULTURE.
WE GROW OUR BUSINESSES BY LEVERAGING
OUR EXISTING PRODUCTS, MARKETS AND PRO-
CESSES. WE RECOGNIZE THAT OUR GROWTH
WILL ONLY CREATE SHAREHOLDER VALUE
IF, AT THE SAME TIME, WE EXCEED OUR COST
OF CAPITAL. ESSENTIAL TO OUR SUCCESS IS A
COMPANY-WIDE COMMITMENT TO CUSTOMER
SERVICE AND INNOVATION, AND THE ABILITY
TO BE THE BEST COST PRODUCER FOR ALL
PRO DU C TS AN D SERVIC ES WE PROVI D E.
RECOGNIZING THAT OUR EMPLOYEES ARE THE
CORNERSTONE OF OUR ACCOMPLISHMENTS,
WE PRIDE OURSELVES ON BEING PEOPLE OF
PASSION AND INTEGRITY WHO EXCEL AND
DELIVER RESULTS.
FINANCIAL HIGHLIGHTS
1
Dollars in millions, except per share amounts
OPERATING RESULTS
Net sales
Operating income
Net earnings1,4
Diluted earnings per share
Dividends per share
FINANCIAL POSITION
2013
2012
2011
$
3,304.2
$
3,029.5
$
2,661.5
473.1
278.5
10.35
0.975
382.3
234.1
8.75
0.855
263.3
228.3
8.60 4
0.705
Shareholders’ equity2
$
1,522.0
$
1,349.9
$
1,147.0
Long-term debt as a % of invested capital3
22.3 %
23.9 %
26.8 %
OPERATING PROFITS
Gross profit as a % of net sales
Operating income as a % of net sales
Net earnings as a % of net sales1,4
Return on beginning equity
Return on invested capital3
YEAR-END DATA
28.6 %
14.3 %
8.4 %
20.6 %
15.0 %
26.5 %
12.6 %
7.7 %
20.4 %
13.2 %
25.1 %
9.9 %
8.6 %
24.9 %
11.0 %
Shares outstanding (000)
Approximate number of shareholders
Number of employees
26,825
4,500
10,769
26,674
4,500
10,543
26,481
5,000
9,476
1 Net earnings attributable to Valmont Industries, Inc.
2 Total Valmont Industries, Inc. shareholders’ equity.
3 See endnote (d) on Page 24 of this document and Item 6 on Pages 21 through 24 of the attached Company’s Form 10-K.
4 Includes positive impact of tax benefit received ( $66.0 or $2.49 per share) as a result of legal entity restructuring in fiscal 2011.
NET
SALES
OPERATING
INCOME
$ 1,787
$ 1,976 $ 2,662 $ 3,030 $ 3,304
$ 238.0 $ 178.4 $ 263.3 $ 382.3
$ 473.1
DILUTED EARNINGS
PER SHARE
$ 3.57
$ 8.604
$ 8.75
$ 5.73
$ 10.35
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
VALMONT INDUSTRIES annual report 2013VALMONT INDUSTRIES annual report 2013
4
5
Valmont’s CEO Council
From left: Mogens C. Bay, Mark C. Jaksich, Vik Bansal, Vanessa Brown, Richard S. Cornish,
C. Lee Addams, Todd G. Atkinson, Brian Desigio, Leonard M. Adams and Earl R. Foust.
I have visited Valmont
are determined to improve,
Council, as well as of
Segment results and a
I think we will face different
As we look toward 2014
Europe and provide access
We will prepare for the
facilities around the world
and have embarked
the many exceptional
continued high quality of
challenges in our Utility
and beyond, I am confident
to new markets, while also
opportunities our markets
numerous times through-
upon a journey to do so.
managers I meet at our
earnings from our Coatings
Structures Segment:
in our continued strategy
employing operational
will present and will be
out the year. It gives me an
This journey will require
leadership development
businesses. After a number
More than 90 percent of
to pursue growth by lever-
know-how quite familiar
prepared to react to
opportunity to thank my
effective leadership as well
programs, assures me
of exceptional years for
this business is in North
aging existing products,
to us. We have a strong
unforeseen developments,
colleagues for what they
as the engagement of all
that we will be similarly
the Irrigation Segment,
America and it looks like
markets and capabilities to
balance sheet and we are
as we always have. I can
do for our company every
of our employees. I expect
successful with future
I expect that we will see
demand will stay strong as
create new opportunities
actively seeking similar
assure you, we will do
day. To me, these visits
both in the year to come.
appointments. I’m also
some softening in our
utilities continue to invest
in infrastructure and
opportunities but will be
our best to maximize our
are energizing as I get to
see the Valmont culture
embedded in our people
through the passion and
energy displayed.
Recently we announced
the appointment of Mark
Jaksich to succeed Terry
impressed by the many
North American markets
younger managers identi-
reflecting substantially
fied with high potential.
lower commodity prices
McClain as our Chief
In last year’s annual letter
Financial Officer. Mark has
to you, I predicted another
Providing our employees
been with the company
record year ahead. For
and visitors a safe and
for 30 years and will
2014, I cannot comfortably
healthy workplace is
sustain both our culture
make the same prediction.
our obligation. While
and financial disciplines.
As I am writing, I expect
our incident frequency
The management talent
further improvements
rates are in line with some
industry benchmarks, we
and experience of the
members of the CEO
in the Engineered
Infrastructure Product
and corresponding lower
farm incomes. I have been
in the irrigation business
long enough to not try to
quantify further how much
softening we may see.
Internationally, we expect
our irrigation business to
continue its growth also
in 2014.
in the transmission and dis-
water management for
patient knowing that we
performance regardless
tribution network. However,
agriculture. Several of our
cannot predict the timing
of the environment.
the utility structures indus-
businesses have enjoyed
of when the right oppor-
try has added significant
strong markets during the
tunities at the right values
capacity in anticipation of
past several years, and
are actionable. The world
long term demand, which
have performed exception-
is full of great companies
could lead to some pricing
ally well. Their profits have
serving infrastructure and
Thank you for your con-
tinued support and I look
forward to update you
on our progress.
pressure. Pricing discipline
provided considerable
agriculture and over time
Sincerely,
in this industry will partly
resources for investment
some of them will wish to
determine the level of
in further growth and new
become part of our family
profitability in 2014.
businesses. Our recent
of businesses, and we feel
acquisition of DS SM will
increase our presence in
good about this aspect of
our future.
Mogens C. Bay
Chairman and Chief
Executive Officer
VALMONT INDUSTRIES annual report 2013VALMONT INDUSTRIES annual report 2013 6
Mechanized irrigation equipment
Utility transmission poles
Utility substation structures
Utility distribution poles
GLOBAL VISION
SHARP FOCUS
STRATEGIC GROWTH
FOR OUR COMPANY AND THE COMMUNITIES THAT SURROUND US
Valmont provides a
Valmont began with a
to support a wide range
Around the globe, we
comprehensive array
modest investment in
of customers worldwide,
are satisfying a growing
of the highest quality
a small manufacturing
with a manufacturing
population’s critical
engineered products and
company in 1946. We have
footprint in 24 countries.
need for infrastruc-
services for infrastructure,
since grown across four
and mechanized irrigation
main business segments
equipment for agriculture.
ture and agriculture,
promoting economic
development, and
enhancing quality of life.
Galvanizing
Anodizing
Powder coating
Area lighting poles for parking lots and public areas
Sports lighting structures for arenas and stadiums
Decorative lighting poles
Traffic and sign structures
Street and high-mast lighting poles
Structures and components for wireless communication
Highway safety products
Industrial grating, access systems and perforated expanded metal
Wind towers for onshore and offshore
VALMONT INDUSTRIES annual report 2013
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ENGINEERED PRODUCTS
FOR INFRASTRUCTURE
SUPPORT ECONOMIC GROWTH.
DEMAND
DRIVERS
PRODUCTS
MARKETS
STRENGTHS
CHALLENGES
Economic growth raises
a country’s standard
of living and need for
infrastructure.
•
Government, municipal
and private investments
in infrastructure
create demand for
our products.
There are five
main product lines
in our Engineered
Infrastructure
Products Segment:
•
Poles, primarily
for lighting and
traffic applications
•
Wireless
communication
structures and
components
•
Engineered access
systems and perforated
expanded metal
•
Highway
safety products
•
Wind towers for
onshore and offshore
We sell to:
•
Government, municipal
and privately funded
lighting and highway
infrastructure
customers
•
Cellular phone
companies and
tower-site developers
•
Manufacturing sites
and industrial facilities
•
Offshore wind,
oil and gas
Superior engineering,
design and quality
are the hallmarks
of our brand.
•
Our manufacturing and
engineering expertise
and global plant
network enable us to
fulfill a range of simple
to highly complex
customer needs.
•
Our proprietary
highway safety
technology has
potential for
global impact.
Varying rates of
economic growth,
as well as shifting
government policies,
create cyclicality in the
macro-environment
for infrastructure
development. Currently,
fiscal austerity trends
have led to a reduction
in infrastructure
investments in North
America and Europe.
OPPORTUNITIES
Global economic development requires ongoing investment in
infrastructure. To support population growth, the World Economic
Forum estimates worldwide infrastructure spending to reach up to
$5 trillion per year through 2030. Valmont’s infrastructure product
sales should benefit from this growing demand.
ENGINEERED
INFRASTRUCTURE PRODUCTS
TRANSMISSION, SUBSTATION
AND DISTRIBUTION STRUCTURES
HELP UTILITIES DELIVER ELECTRIC POWER.
DEMAND
DRIVERS
PRODUCTS
MARKETS
STRENGTHS
CHALLENGES
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Our customers
are electric utility
and transmission
companies, primarily
in North America.
We produce steel,
spun concrete
and hybrid steel/
concrete structures
for high voltage
electric transmission,
substation and
distribution.
High-growth markets
attract competition.
•
Introducing utility
monopole structures
to new international
markets is our
greatest challenge
in global expansion.
Engineering expertise,
manufacturing scale
and product range
are our competitive
advantages.
•
Working closely
with customers, our
engineers design the
ideal solutions to meet
utility specifications,
such as wind, ice
and line-loading
requirements.
•
We can optimally
produce any type of
pole or structure from
our global network of
structures plants.
Use of electricity
increases with
economic prosperity.
Demand for Utility
Support Structures is
driven by the need to
provide reliable electric
power and replace
aging infrastructure in
developed regions.
•
It is imperative to
enhance the capacity of
the transmission grid in
North America, where
increased dependence
on renewable energy
sources is also
supporting demand for
more infrastructure.
•
In developing
economies,
expansion of high-
voltage electricity
transmission will be
required to support
economic growth.
OPPORTUNITIES
There are 1.4 billion people in the world without electricity. As standards
of living improve, so does demand for reliable power. We will continue to
leverage our global capacity to meet growing demands for electricity.
UTILITY
SUPPORT STRUCTURES
HIGH-PERFORMING METAL COATINGS
PREVENT THE CORROSION
OF INFRASTRUCTURE.
DEMAND
DRIVERS
PRODUCTS
MARKETS
STRENGTHS
CHALLENGES
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We are challenged by
the variable nature of
customer demands and
product mix, coupled
with short lead times.
Societies want
infrastructure to
withstand the
elements over time.
•
Most components
of infrastructure,
from the smallest
fasteners to massive
utility poles, benefit
from corrosion
protection. Whereas
paint protects steel
for limited periods
and must be reapplied,
galvanizing can
extend the life of
metal for decades.
Hot-dip galvanizing
is the process of
immersing steel in
835-degree molten zinc,
which bonds with iron
molecules to create
a durable finish.
•
We also provide high-
performing coating
alternatives, including
anodizing, powder
coating, e-coating
and other finishes.
We serve industrial
steel and aluminum
fabricators seeking
long-lasting coatings
for their products.
The majority of our
work is industrial or
business-to-business.
•
Internal demand
from other Valmont
operations represent
a portion of our volumes.
•
Each Coatings facility
typically serves
customers within a
300- to 500-mile radius.
Valmont is one of few
full-service coatings
companies with
multiple locations
and capacity to
handle products of
all shapes and sizes.
•
We have among the
largest galvanizing
kettles in the industry,
enabling us to coat
multi-ton items up
to 90 feet long.
•
We earn repeat
business because
of our turnaround
speed, steel and zinc
chemistry expertise,
and reliable quality.
OPPORTUNITIES
The World Corrosion Organization estimates the annual cost of
corrosion to governments and industry is $2.2 trillion. As economic
growth stimulates industrial production, it will be a top priority to
maximize the life of infrastructure. We continue to invest in our capacity
and in-house expertise to keep up with global demand for coatings.
COATINGS
MECHANIZED IRRIGATION EQUIPMENT
EMPOWERS GROWERS TO RAISE CROP
YIELDS AND CONSERVE WATER.
DEMAND
DRIVERS
PRODUCTS
MARKETS
STRENGTHS
CHALLENGES
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Global freshwater
resources are
limited and society
must increase farm
productivity while
using less water.
•
As the world’s
population exceeds 9
billion by 2050, raising
enough crops to feed
more people and satisfy
dietary improvements
will require increasing
agricultural efficiency
to grow more food and
fiber with less water.
•
Increased use of
biofuels also drives
agricultural demand.
Valley® brand center-
pivot, linear-move
and corner irrigation
machines conserve and
more precisely apply
water compared to
flood irrigation.
•
We provide
technologically
advanced pivot tracking
and water application
control systems to
operate irrigation
equipment efficiently.
We also provide
service parts to
maintain the long life
of our machines.
We support farmers
and growers in
large-scale agricultural
production of diverse
row crops, such as
corn, wheat, soybeans,
cotton and potatoes.
Educating growers
around the world
about the substantial
long-term benefits
of mechanized
irrigation compared
to flood irrigation
is challenging.
Valley® is the global
leader in precision
irrigation and sets
the standard for
the industry.
•
Our machinery is the
most durable, precise
and reliable, providing
the best value on
the market.
•
Our technology
continually evolves with
customer demands.
•
Our network of
exclusive dealers
provides knowledge,
service and support.
OPPORTUNITIES
Less than 20 percent of global irrigated acres currently use mechanized
irrigation equipment. Increased recognition of water scarcity and the
value of precision irrigation presents an enormous opportunity for Valley®
products to help growers reduce agricultural water consumption and still
maximize food production.
IRRIGATION
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Engineered Infrastructure Products
Utility Support Structures
Coatings
Irrigation
Other Businesses
Multiple Businesses
Corporate Headquarters
Engineered Infrastructure Products
Utility Support Structures
Coatings
Irrigation
Other Businesses
Multiple Businesses
Corporate Headquarters
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AROUND THE WORLD, OUR DEDICATED EMPLOYEES
WORK TOGETHER TO REALIZE OUR VISION FOR THIS COMPANY,
THE INDUSTRIES WE SUPPORT AND THE COMMUNITIES WHERE WE LIVE.
GLOBAL
PRESENCE
Africa
Berrechid, Morocco
Johannesburg, South Africa
Nelspruit, South Africa
Australia
Acacia Ridge, Queensland
Bassendean, Western Australia
Bohle, Queensland
Brisbane, Queensland
Campbellfield, Victoria
Carole Park, Queensland
Clayton South, Victoria
Girraween, New South Wales
Hexham, New South Wales
Launceston, Tasmania
Mayfield, New South Wales
Melbourne, Victoria
Minto, New South Wales
Mona Vale, New South Wales
Pinkenba, Queensland
Port Kembla, New South Wales
Silverwater, New South Wales
Welshpool, Western Australia
Canada
Barrie, Ontario
Brantford, Ontario
Delta, British Columbia
Mississauga, Ontario
Rexdale, Ontario
St. Julie, Québec
Winnipeg, Manitoba
China
Chengdu, Sichuan
Guangzhou, Guangdong
Haiyang, Shandong
Heshan, Guangdong
Shanghai
Tianjin
Wuxi, Jiangsu P.C.
Europe & Middle East
Charmeil, France
Jebel Ali, U.A.E.
Kangasniemi, Finland
Kiiu, Estonia
Maarheeze, The Netherlands
Madrid, Spain
Parikkala, Finland
Rive-de-Gier, France
Rødekro, Denmark
Siedlce, Poland
Stockton-on-Tees,
United Kingdom
India
Mumbai
Pune
Mexico
Monterrey
New Zealand
Christchurch
Palmerston North
South America
Uberaba, Brazil
Southeast Asia
Cabuyao, Laguna, Philippines
Cikarang, Bekasi, Indonesia
Subang Jaya, Selangor, Malaysia
Nilai, Negeri Sembilan, Malaysia
Amphur Pluakdaeng, Rayong,
Thailand
Shah Alam, Selangor, Malaysia
Trece Martires City, Cavite,
Philippines
United States
Aurora, Colorado
Barstow, California
Bartow, Florida
Bay Minette, Alabama
Bellville, Texas
Brenham, Texas
Chicago, Illinois
Claxton, Georgia
Columbus, Nebraska
El Dorado, Kansas
Elkhart, Indiana
Farmington, Minnesota
Ferndale, Washington
Hazleton, Pennsylvania
Jasper, Tennessee
Jeffersonville, Indiana
Lindon, Utah
Long Beach, California
Los Angeles, California
Mansfield, Texas
McCook, Nebraska
Miami, Florida
Minneapolis, Minnesota
Omaha, Nebraska
Petersburg, Virginia
Plymouth, Indiana
Salem, Oregon
Salina, Kansas
Sioux City, Iowa
Steele, Alabama
Tampa, Florida
Tualatin, Oregon
Tulsa, Oklahoma
Tuscaloosa, Alabama
Valley, Nebraska
Waverly, Nebraska
West Columbia, South Carolina
West Point, Nebraska
18
BOARD OF DIRECTORS
GLEN A. BARTON
Retired Chairman and
Chief Executive Officer
Caterpillar, Inc.
Director Since 2004
DANIEL P. NEARY
Chairman and
Chief Executive Officer
Mutual of Omaha
Director Since 2005
MOGENS C. BAY
CATHERINE J. PAGLIA
Chairman and
Chief Executive Officer
Valmont Industries, Inc.
Director Since 1993
Director
Enterprise Asset Management
Director Since 2012
CORPORATE OFFICERS
& BUSINESS UNIT MANAGEMENT
19
CORPORATE OFFICERS
Mogens C. Bay
Chairman & Chief Executive Officer
Todd G. Atkinson
Executive Vice President & Corporate Secretary
Mark C. Jaksich
Executive Vice President & Chief Financial Officer
Brian Desigio
Vice President Corporate Development
Stephen B. LeGrand
Vice President Operational Excellence
Darrell G. Moreland
Vice President & Head Internal Auditor
C. Lee Addams
Vice President Strategy & Government Relations
Walter P. Pasko
Vice President Procurement
Vanessa Brown
Vice President Human Resources
KAJ DEN DAAS
AMBASSADOR CLARK T. RANDT, JR.
BUSINESS UNIT MANAGEMENT
Retired Executive Vice President
Philips Lighting, B.V.
of the Netherlands
Director Since 2004
JAMES B. MILLIKEN
President
University of Nebraska
Former U.S. Ambassador
to the People’s Republic of China
Director Since 2009
WALTER SCOTT, JR.
Chairman
Level 3 Communications, Inc.
Director Since 2011
Director Since 1981
KENNETH E. STINSON
Lead Director
Chairman Emeritus
Peter Kiewit Sons’, Inc.
Director Since 1996
AUDIT
COMMITTEE
HUMAN RESOURCES
COMMITTEE
GOVERNANCE AND
NOMINATING COMMITTEE
INTERNATIONAL
COMMITTEE
Walter Scott, Jr. (Chairman)
Kaj den Daas
Daniel P. Neary
Catherine J. Paglia
Glen A. Barton (Chairman)
Daniel P. Neary
Catherine J. Paglia
Kenneth E. Stinson
Clark T. Randt, Jr. (Chairman)
Glen A. Barton
James B. Milliken
Kaj den Daas (Chairman)
Mogens C. Bay
James B. Milliken
Clark T. Randt, Jr.
UTILITY SUPPORT
STRUCTURES
Earl R. Foust
Group President
Global Utility
Douglas M. Bryson
Regional Vice President
U.S. Eastern Region
Chris Colwell
Vice President
Business Strategy
& Customer Relations
Clyde Reeves
Regional Vice President
U.S. Southwest Region
Steven A. Schmid
Vice President
Operations
Douglas C. Sherman
Vice President
Business Development
Roger S. Snavely
Regional Vice President
U.S. Midwest Region
Chuck Yechout
Vice President
Sales
IRRIGATION
COATINGS & TUBING
Leonard M. Adams
Group President
Global Irrigation
Richard S. Cornish
Group President
Global Coatings & Tubing
Stephen Kaniewski
Vice President Global
Operations
Craig Malsam
Vice President
Engineering & Strategic
Technology Development
Matt Ondrejko
Vice President
Global Marketing
Richard J. Panowicz
Vice President
Sales North
American Irrigation
Aaron Schapper
Vice President
& General Manager
International Irrigation
Russell Sheehan
Managing Director
Industrial Galvanizers
Australia
Pete Smith
Vice President
& General Manager
North American
Galvanizing
ENGINEERED
INFRASTRUCTURE
PRODUCTS
Vik Bansal
Group President
Global Engineered
Infrastructure Products
Michael Banat
Vice President
& General Manager
International Utility
Peter Challender
Managing Director
Australia/New Zealand
Viswanath Devarajan
Managing Director
India
Claus Bo Jørgensen
Chief Executive Officer
Valmont SM A/S
Piet Stevens
Vice President
& General Manager
Europe, Middle East
& Africa
Mark E. Treinen
President
North American
Structures
Jerry Wang
General Manager
Structures, China
David Wong
Managing Director
Asia
VALMONT INDUSTRIES annual report 2013VALMONT INDUSTRIES annual report 2013
20 CORPORATE & STOCK
INFORMATION
Corporate Headquarters
Valmont Industries, Inc.
One Valmont Plaza
Annual Meeting
The annual meeting of Valmont’s shareholders will
be held at 2:00 p.m. on Tuesday, April 29, 2014, at the
Omaha, Nebraska 68154-5215 USA
Omaha Marriott Hotel, 10220 Regency Circle in Omaha,
Tel
Fax
1-402-963-1000
1-402-963-1198
Online www.valmont.com
Independent Public Accountants
Deloitte & Touche LLP
Omaha, Nebraska USA
Legal Counsel
McGrath North Mullin & Kratz, PC LLO
Omaha, Nebraska USA
Stock Transfer Agent and Registrar
Address Shareholder Inquiries to:
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120 USA
1-866-886-9962
Send Certificates for Transfer
and Address Changes to:
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120 USA
1-866-886-9962
Nebraska USA.
Shareholder and Investor Relations
Valmont’s common stock trades on the New York Stock
Exchange (NYSE) under the symbol VMI.
We make available, free of charge through our Internet
website at www.valmont.com, our annual report on
Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as
soon as reasonably practicable after such material is
electronically filed with or furnished to the Securities
and Exchange Commission.
We have also posted on our website our (1)
Corporate Governance Principles, (2) Charters for
the Audit Committee, Human Resources Committee,
Governance and Nominating Committee and
International Committee of the Board, (3) Code of
Business Conduct, and (4) Code of Ethics for Senior
Officers applicable to the Chief Executive Officer, Chief
Financial Officer and Controller. Valmont shareholders
may also obtain copies of these items at no charge by
writing to:
Jeffrey S. Laudin
Investor Relations Department
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154 USA
Tel
1-402-963-1000
Fax
1-402-963-1198
FINANCIAL
SUMMARY
VALMONT INDUSTRIES annual report 2013 22 SELECTED 5-YEAR
Dollars in thousands, except per share amounts
Operating Data
Net sales
Operating income
Net earnings1
Depreciation and amortization
Capital expenditures
Per Share Data
Earnings:
Basic
Diluted
Cash dividends declared
Financial Position
Working capital
Property, plant and equipment, net
Total assets
Long-term debt, including
current installments
Shareholders’ equity2
Cash Flow Data
Net cash flows from operations
Net cash flows from
investing activities
Net cash flows from
financing activities
Financial Measures3
Invested capital3
Return on invested capital3
EBITDA3
Return on beginning
shareholders’ equity3
Long-term debt as a percent
of invested capital3
Year-End Data
Shares outstanding (000)
Approximate number
of shareholders
Number of employees
2013
2012
2011
2010
2009
$ 3,304,211
473,069
278,489
77,436
106,753
$ 3,029,541
382,296
234,072
70,218
97,074
$ 2,661,480
263,310
228,308 4
74,560
83,069
$ 1,975,505
178,413
94,379
59,663
36,092
$
$
10.45
10.35
0.975
$
8.84
8.75
0.855
$
8.67 4
8.60 4
0.705
3.62
3.57
0.645
$
$
1,786,601
237,994
150,562
44,748
44,129
5.80
5.73
0.580
$
1,161,260
534,210
2,776,494
$
1,013,507
512,612
2,568,551
$ 844,873
454,877
2,306,076
$
747,312
439,609
2,090,743
$ 458,605
283,088
1,302,169
471,109
1,522,025
472,817
1,349,912
474,650
1,146,962
468,834
915,892
160,482
786,261
$ 396,442
$
197,097
$
149,671
$
152,220
$
349,520
(131,721 )
(136,692 )
(84,063 )
(262,713 )
(43,595 )
(37,380 )
(16,355 )
(45,911 )
269,685
(198,400 )
$ 2,113,903
$
15.0 %
$
1,981,502
$
13.2 %
$
462,417
1,769,461
$
11.0 %
$
1,577,707
$ 1,029,970
8.8 %
$
239,997
15.6 %
283,964
343,633
$ 546,208
20.6 %
20.4 %
24.9 %
12.0 %
24.1 %
22.3 %
23.9 %
26.8 %
29.7 %
15.6 %
26,825
26,674
26,481
26,374
26,297
4,500
10,769
4,500
10,543
5,000
9,476
5,200
9,188
5,400
6,626
1
2
3
4
Net earnings attributable to Valmont Industries, Inc.
Total Valmont Industries, Inc. shareholders’ equity.
See endnotes (a) through (d) on Page 24 of this document and Item 6 on Pages 21 through 24 of the attached Company’s Form 10-K.
Includes positive impact of tax benefit received ( $66.0 or $ 2.49 per share) as a result of legal entity restructuring in fiscal 2011.
SEGMENT SUMMARY
Dollars in millions, except per share amounts
23
2013
2012
Change
2013-2012
Change
2012-2011
2011
Consolidated
Net sales
Gross profit
as a percent of sales
SG&A expense
as a percent of sales
Operating income
as a percent of sales
Net interest expense
Effective tax rate
Net earnings
Diluted earnings per share
Engineered Infrastructure
Products Segment
Net sales
Gross profit
SG&A expense
Operating income
Utility Support
Structures Segment
Net sales
Gross profit
SG&A expense
Operating income
Coatings Segment
Net sales
Gross profit
SG&A expense
Operating income
Irrigation Segment
Net sales
Gross profit
SG&A expense
Operating income
Other
Net sales
Gross profit
SG&A expense
Operating income
Net Corporate Expense
Gross profit
SG&A expense
Operating loss
$ 3,304.2
945.2
$ 3,029.5
802.5
9.1 %
17.8 %
$ 2,661.5
666.8
12.4 %
23.8 %
11.1 %
25.1 %
403.5
15.2 %
263.3
9.9 %
26.9
2.0 %
19.0 %
18.3 %
$
228.3
$ 8.60
7.7 %
18.8 %
4.3 %
62.4 %
$
792.6
189.1
148.3
40.8
10.3 %
28.4 %
15.8 %
35.4 %
$ 620.8
139.2
68.6
70.6
6.7 %
2.2 %
(3.0 )%
4.6 %
$ 280.8
93.5
34.9
58.6
17.5 %
26.2 %
26.0 %
26.3 %
$ 665.9
178.6
70.8
107.8
$
(10. 2 )%
(21. 2 )%
8 .9 %
(33.5 )%
301.4
65.9
20.2
45.7
28.6 %
472.1
14.3 %
473.1
14.3 %
26.0
35.1 %
$
278.5
$ 10.35
26.5 %
420.2
13.9 %
382.3
12.6 %
23.4
35.2 %
$
234.1
$ 8.75
833.3
215.8
161.8
54.0
869.7
200.4
71.4
129.0
282.1
104.4
32.8
71.6
750.6
216.1
72.4
143.7
293.9
65.7
19.1
46.6
$
$
$
$
$
$
$
$
$
$
$
$
897.5
256.4
168.7
87.7
959.7
257.4
82.7
174.7
301.0
106.7
31.8
74.9
882.2
272.7
91.2
181.5
236.8
51.8
20.8
31.0
0.2
76.9
(76.7 )
—
62.6
(62.6 )
NA
$
22.8 %
22.5 %
0.5
60.7
(60.2 )
13.8 %
20.4 %
4.1 %
45.2 %
( 13.0 )%
2.5 %
1.7 %
5.1 %
14.1 %
9.1 %
32.4 %
40.1 %
44.0 %
4.1 %
82.7 %
0.5 %
11.7 %
(6.0 )%
22.2 %
12.7 %
21.0 %
2.3 %
33.3 %
(2.5 )%
(0.3 )%
(5.4 )%
2.0 %
(100 )%
3.1 %
4.0 %
VALMONT INDUSTRIES annual report 2013VALMONT INDUSTRIES annual report 2013
24 APPENDIX
Endnotes
(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, 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. Return on Invested Capital,
as presented, may not be comparable to similarly titled measures of other companies.
(b) Earnings before Interest, Taxes, Depreciation and Amortization (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 3.5x EBITDA for the most recent twelve month period. If this covenant is violated, we may incur additional
financing costs or be required to pay the debt before its maturity date. 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.
(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) Long-term debt as a percent of invested capital is calculated as the sum of Current portion of long-term debt and Long-term debt divided
by Total invested capital. This is one of our key financial ratios in that it measures the amount of financial leverage on our balance sheet at
any point in time. We also have covenants under our major debt agreements that relate to the amount of debt we carry. If those covenants
are violated, we may incur additional financing costs or be required to pay the debt before its maturity date. We have an internal target to
maintain this ratio at or below 40%. This ratio may exceed 40% from time to time to take advantage of opportunities to grow and improve
our businesses. Long-term debt as a percent of invested capital 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.
(e) See Pages 21 through 24 of our attached Company Form 10-K for tables that show how the financial measurements described in endnotes
are calculated from our financial statements.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-
looking statements are based on assumptions that management has made in light of experience in the industries in which the Company
operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors
believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks,
uncertainties (some of which are beyond the Company’s control) and assumptions. Management believes that these forward-looking
statements are based on reasonable assumptions. Many factors could affect the Company’s actual financial results and cause them to differ
materially from those anticipated in the forward-looking statements. These factors include, among other things, risk factors described from
time to time in the Company’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances,
industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability
and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy
changes of domestic and foreign governments. The Company cautions that any forward-looking statements included in this report are
made as of the date of this report.
VALMONT INDUSTRIES annual report 2013
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215 USA
402•963•1000
valmont.com
FSC
LOGO
FPO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
(cid:1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2013
or
(cid:2) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-31429
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
One Valmont Plaza,
Omaha, Nebraska
(Address of Principal Executive Offices)
47-0351813
(I.R.S. Employer
Identification No.)
68154-5215
(Zip Code)
(402) 963-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on which registered
Common Stock $1.00 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes (cid:1) No (cid:2)
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. Yes (cid:2) No (cid:1)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:1) No (cid:2)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes (cid:1) No (cid:2)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer (cid:1)
Smaller reporting company (cid:2)
Accelerated filer (cid:2)
Non-accelerated filer (cid:2)
(Do not check if a
smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes (cid:2) No (cid:1)
At February 19, 2014 there were 26,829,691 of the Company’s common shares outstanding. The aggregate market value of
the voting stock held by non-affiliates of the Company based on the closing sale price the common shares as reported on the
New York Stock Exchange on June 29, 2013 was $3,830,994,339.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s proxy statement for its annual meeting of shareholders to be held on April 29, 2014 (the ‘‘Proxy
Statement’’), to be filed within 120 days of the fiscal year ended December 28, 2013, are incorporated by reference in Part III.
VALMONT INDUSTRIES, INC.
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 28, 2013
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
3
11
18
18
19
19
20
21
25
43
44
97
97
100
101
101
101
101
101
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
2
PART I
ITEM 1. BUSINESS.
(a) General Description of Business
General
We are a diversified global producer of fabricated metal products and are a leading producer of
steel and aluminum pole, tower and other structures in our Engineered Infrastructure Products (EIP)
segment, steel and concrete pole structures in our Utilities Support Structures (Utility) segment and are
a global producer of mechanized irrigation systems in our Irrigation segment. We also provide metal
coating services, including galvanizing, painting and anodizing in our Coatings segment. Our products
sold through the EIP segment include outdoor lighting and traffic control structures, wireless
communication structures and components and roadway safety and industrial access systems. Our pole
structures sold through our Utility segment support electrical transmission and distribution lines and
related power distribution equipment. Our Irrigation segment produces mechanized irrigation
equipment that delivers water, chemical fertilizers and pesticides to agricultural crops. Customers and
end-users of our products include state and federal governments, contractors, utility and
telecommunications companies, manufacturers of commercial lighting fixtures and large farms as well
as the general manufacturing sector. In 2013, approximately 37% of our total sales were either sold in
markets or produced by our manufacturing plants outside of North America. We were founded in 1946,
went public in 1968 and our shares trade on the New York Stock Exchange (ticker: VMI).
Business Strategy
Our strategy is to pursue growth opportunities that leverage our existing product portfolio,
knowledge of our principal end-markets and customers and engineering capability to increase our sales,
earnings and cash flow, including:
Increasing the Market Penetration of our Existing Products. Our strategy is to increase our market
penetration by differentiating our products from our competitors’ products through superior customer
service, technological innovation and consistent high quality. For example, in recent years, our Utility
segment increased its sales through our engineering capability, effective coordination of our production
capacity and strong customer service to meet our customers’ requirements, especially on large, complex
projects. Our acquisition of Delta plc in May 2010 was in part intended to improve our market
presence and penetration in the Australian lighting, communication and utility structures markets and
the U.S. industrial galvanizing markets.
Bringing our Existing Products to New Markets. Our strategy is to expand the sales of our existing
products into geographic areas where we do not currently have a strong presence as well as into
applications for which end-users do not currently purchase our type of product. In recent years, our
Utility business successfully expanded into new markets in Africa. We have also expanded our
geographic presence in Europe and North Africa for lighting structures. We have also been successful
introducing our pole products to utility and wireless communication applications where customers have
traditionally purchased lattice tower products. Our strategy of building a manufacturing presence in
China was based primarily on expanding our offering of pole structures for lighting, utility and wireless
communication to the Chinese market. During 2011 we established manufacturing operations in India
to provide pole structures for lighting, utility and wireless communications to the Indian market as well
as galvanizing services. Our Irrigation segment has a long history of developing new mechanized
irrigation markets in emerging markets. In recent years, these markets include China and Eastern
Europe. Our 2012 acquisition of Pure Metal Galvanizing provides us with a presence in the Canadian
galvanizing market.
3
Developing New Products for Markets that We Currently Serve. Our strategy is to grow by
developing new products for markets where we have a comprehensive understanding of end-user
requirements and longstanding relationships with key distributors and end-users. For example, in recent
years we developed and sold structures for tramway applications in Europe. The customers for this
product line include many of the state and local governments that purchase our lighting structures.
Another example is the development and expansion of decorative product concepts for lighting
applications that have been introduced to our existing customer base.
Developing New Products for New Markets and Leverage a Core Competency to Further Diversify our
Business. Our strategy is to increase our sales and diversify our business by developing new products
for new markets or to leverage a core competency. For example, we have been expanding our offering
of specialized decorative lighting poles in the U.S. The decorative lighting market has different
customers than our traditional markets and the products to serve that market are different than the
poles we manufacture for the transportation and commercial markets. The acquisition of Delta gave us
a presence in highway safety systems and industrial access systems, products that we believe are
complementary to our existing products and provide us with future growth opportunities. The
establishment and growth of our Coatings segment was based on using our expertise in galvanizing to
develop what is now a global business segment.
Acquisitions
We have grown internally and by acquisition. Our significant business expansions during the past
five years include the following (including the segment where the business reports):
2010
(cid:127) Acquisition of Delta plc, a publiclytraded 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 (EIP, Coatings,
Other)
2011
(cid:127) Acquisition of the remaining 40% not previously owned of Donhad Pty. Ltd., a forged steel
grinding media manufacturer located in Australia (Other)
(cid:127) Acquisition of an irrigation monitoring services company located in Brazil (Irrigation)
2012
(cid:127) Acquisition of a galvanizing business with three locations in Ontario, Canada (Coatings)
2013
(cid:127) 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 (EIP)
(cid:127) Acquisition of the remaining 40% not previously owned of Valley Irrigation South Africa
Pty. Ltd (Irrigation)
(cid:127) Acquisition of a company holding proprietary intellectual property for products serving the
highway safety market located in New Zealand (EIP)
There have been no significant divestitures of businesses in the past five years. In 2011, we exited
our structures joint venture in Turkey (formed in 2008) and ceased our structures sales and distribution
operation in Italy. Both of these businesses were in the EIP segment. The impact of these events on
our financial statements was not material.
4
(b) Segments
We have four reportable segments based on our management structure. Each segment is global in
nature with a manager responsible for segment operational performance and allocation of capital within
the segment.
Our reportable segments are as follows:
Engineered Infrastructure Products: This segment consists of the manufacture of engineered metal
structures and components for global lighting and traffic, wireless communication, roadway safety and
access systems applications;
Utility Support Structures: This segment consists of the manufacture of engineered steel and
concrete structures for the global utility industry;
Coatings: This segment consists of galvanizing, anodizing and powder coating services on a global
basis; and
Irrigation: This segment consists of the manufacture of agricultural irrigation equipment and
related parts and services for the global agricultural industry.
Other:
In addition to these four reportable segments, we have other operations and activities that
individually are not more than 10% of consolidated sales, operating income or assets. These activities
include the manufacture of forged steel grinding media for the mining industry, tubular products for a
variety of industrial customers, electrolytic manganese dioxide for disposable batteries and the
distribution of industrial fasteners.
Amounts of sales, operating income and total assets attributable to each segment for each of the
last three years is set forth in Note 17 of our consolidated financial statements.
(c) Narrative Description of Business
Information concerning the principal products produced and services rendered, markets,
competition and distribution methods for each of our four reportable segments is set forth below.
Engineered Infrastructure Products Segment
Products Produced—We manufacture steel and aluminum poles and structures to which lighting
and traffic control fixtures are attached for a wide range of outdoor lighting applications, such as
streets, highways, parking lots, sports stadiums and commercial and residential developments. The
demand for these products is driven by infrastructure, commercial and residential construction and by
consumers’ desire for well-lit streets, highways, parking lots and common areas to help make these
areas safer at night and to support trends toward more active lifestyles and 24-hour convenience. In
addition to safety, customers want products that are visually appealing. In Europe, we are a leader in
decorative lighting poles, which are attractive as well as functional. We are leveraging this expertise to
expand our decorative product sales in North America and China. Traffic poles are structures to which
traffic signals are attached and aid the orderly flow of automobile traffic. While standard designs are
available, poles are often engineered to customer specifications to ensure the proper function and
safety of the structure. Product engineering takes into account factors such as weather (e.g. wind, ice)
and the products loaded on the structure (e.g. lighting fixtures, traffic signals, overhead signs) to
determine the design of the pole. This product line also includes roadway safety systems, including
guard rail barrier systems, wire rope safety barriers, crash attenuation barriers and other products
designed to redirect vehicles when off course and to prevent collisions between vehicles. Highway safety
systems are also designed and engineered to absorb collisions and ultimately reduce roadway fatalities
and injury.
5
We also manufacture and distribute a broad range of structures (poles and towers) and
components serving the wireless communication market. A wireless communication cell site mainly
consists of a steel pole or tower, shelter (enclosure where the radio equipment is located), antennas
(devices that receive and transmit data and voice information to and from wireless communication
devices) and components (items that are used to mount antennas to the structure and to connect
cabling and other parts from the antennas to the shelter). Structures are engineered and designed to
customer specifications, which include factors such as the number of antennas on the structure and
wind and soil conditions. Due to the size of these structures, design is important to ensure each
structure meets performance and safety specifications. We do not provide any significant installation
services on the structures we sell.
The EIP segment also produces and distributes access systems. Access systems are engineered
structures and components that allow people to move safely and effectively in an industrial,
infrastructure or commercial facility. Access systems also are used in architectural applications.
Products offered in this product line are usually engineered to specific customer requirements and
include floor gratings, handrails, barriers and sunscreens.
Markets—The key markets for our lighting, traffic and roadway safety products are the
transportation and commercial lighting markets and public roadway building and improvement. The
transportation market includes street and highway lighting and traffic control, much of which is driven
by government spending programs. For example, the U.S. government funds highway and road
improvement through the federal highway program. This program provides funding to improve the
nation’s roadway system, which includes roadway lighting and traffic control enhancements. Matching
funding from the various states may be required as a condition of federal funding. The current federal
highway program is now operating under a two-year extension that will expire in 2014. In North
America, governments desire to improve road and highway systems by reducing traffic congestion. In
the United States, there are approximately 4 million miles of public roadways, with approximately 24%
carrying over 80% of the traffic. Accordingly, the need to improve traffic flow through traffic controls
and lighting is a priority for many communities. Transportation markets in other areas of the world are
also heavily funded by local and national governments. The commercial lighting market is mainly
funded privately and includes lighting for applications such as parking lots, shopping centers, sports
stadiums and business parks. The commercial lighting market is driven by macro-economic factors such
as general economic growth rates, interest rates and the commercial construction economy.
The main markets for our communication products have been the wireless telephone carriers and
build-to-suit companies (organizations that own cell sites and attach antennas from multiple carriers to
the pole or tower structure). We also sell products to state and federal governments for two-way radio
communication, radar, broadcasting and security applications. We believe long-term growth should
mainly be driven by increased usage, technologies such as 4G (including applications for smart phones,
such as streaming video and internet) and demand for improved emergency response systems, as part
of the U.S. Homeland Security initiatives. Subscriber growth should continue to increase, although at a
lower rate than in the past. In general, as the number of subscribers and usage of wireless
communication devices increase, we believe this will result in demand for communication structures and
components.
Markets for access systems are typically driven by infrastructure, industrial and commercial
construction spending and can be cyclical depending on economic conditions in the markets in which
we compete. Customers consist of construction firms or installers who participate in infrastructure,
industrial and commercial construction projects, resellers such as steel service centers and end users.
All of the products that we manufacture in this segment are parts of customer investments in basic
infrastructure. The total cost of these investments can be substantial, so access to capital is often
6
important to fund infrastructure needs. Due to the nature of these markets, demand can be cyclical as
projects sometimes can be delayed due to funding or other issues.
Competition—Our competitive strategy in all of the markets we serve is to provide high value to
the customer at a reasonable price. We compete on the basis of product quality, high levels of customer
service, timely, complete and accurate delivery of the product and design capability to provide the best
solutions to our customers. There are numerous competitors in our markets, most of which are
relatively small companies. Companies compete on the basis of price, product quality, reliable delivery
and unique product features. Pricing can be very competitive, especially when demand is weak or when
strong local currencies result in increased competition from imported products.
Distribution Methods—Sales and distribution activities are handled through a combination of a
direct sales force and commissioned agents. Lighting agents represent Valmont as well as lighting
fixture companies and sell other related products. Sales are typically to electrical distributors, who
provide the pole, fixtures and other equipment to the end user as a complete package. Commercial
lighting and highway safety sales are normally made through Valmont sales employees, who work on a
salary plus incentive, although some sales are made through independent, commissioned sales agents.
Utility Support Structures Segment
Products Produced—We manufacture steel and concrete pole structures for electrical transmission,
substation and distribution applications. Our products help move electrical power from where it is
produced to where it is used. We produce tapered steel and pre-stressed concrete poles for high-voltage
transmission lines, substations (which transfer high-voltage electricity to low-voltage transmission) and
electrical distribution (which carry electricity from the substation to the end-user). In addition, we
produce hybrid structures, which are structures with a concrete base section and steel upper sections.
Utility structures can be very large, so product design engineering is important to the function and
safety of the structure. Our engineering process takes into account weather and loading conditions,
such as wind speeds, ice loads and the power lines attached to the structure, in order to arrive at the
final design.
Markets—Our sales in this segment are mainly in North America, where the key drivers in the
utility business are significant upgrades in the electrical grid to support enhanced reliability standards,
policy changes encouraging more generation from renewable energy sources, interconnection of
regional grids to share more efficient generation to the benefit of the consumer and increased electrical
consumption which has outpaced the transmission investment in the past decades. According to the
Edison Electric Institute, the electrical transmission grid in the U.S. requires significant investment in
the coming years to respond to the compelling industry drivers and lack of investment over the past
25 years. The expected increase in electrical consumption around the world should also require
substantial investment in new electricity generation capacity which will prompt further international
growth in transmission grid development. We expect these factors to result in increased demand for
electrical utility structures to transport electricity from source to user.
Competition—Our competitive strategy in this segment is to provide high value solutions to the
customer at a reasonable price. We compete on the basis of product quality, engineering expertise, high
levels of customer service and reliable, timely delivery of the product. There are many competitors.
Companies compete on the basis of price, quality and service. Utility sales are often made through a
competitive bid process, whereby the lowest bidder is awarded the contract, provided the competitor
meets all other qualifying criteria. In weak markets, price is a more important criterion in the bid
process.
Distribution Methods—Products are normally sold through commissioned sales agents or sold
directly to electrical utilities.
7
Coatings Segment
Services Rendered—We add finishes to metals that inhibit corrosion, extend service lives and
enhance physical attractiveness of a wide range of materials and products. Among the services provided
include:
(cid:127) Hot-dipped Galvanizing
(cid:127) Anodizing
(cid:127) Powder Coating
(cid:127) E-Coating
In our Coatings segment, we take unfinished products from our customers and return them with a
galvanized, anodized or painted finish. Galvanizing is a process that protects steel with a zinc coating
that is bonded to the product surface to inhibit rust and corrosion. Anodizing is a process applied to
aluminum that oxidizes the surface of the aluminum in a controlled manner, which protects the
aluminum from corrosion and allows the material to be dyed a variety of colors. We also paint products
using powder coating and e-coating technology (where paint is applied through an electrical charge) for
a number of industries and markets.
Markets—Markets for our products are varied and our profitability is not substantially dependent
on any one industry or customer. Demand for coatings services generally follows the local industrial
economies. Galvanizing is used in a wide variety of industrial applications where corrosion protection of
steel is desired. While markets are varied, our markets for anodized or painted products are more
directly dependent on consumer markets than industrial markets.
Competition—The Coatings markets traditionally have been very fragmented, with a large number
of competitors. Most of these competitors are relatively small, privately held companies who compete
on the basis of price and personal relationships with their customers. As a result of ongoing industry
consolidation, there are also several (public and private) multi-facility competitors. Our strategy is to
compete on the basis of quality of the coating finish and timely delivery of the coated product to the
customer. We also use the production capacity at our network of plants to ensure that the customer
receives quality, timely service.
Distribution Methods—Due to freight costs, a galvanizing location has an effective service area of
an approximate 300 to 500 mile radius. While we believe that we are globally one of the largest custom
galvanizers, our sales are a small percentage of the total market. Sales and customer service are
provided directly to the user by a direct sales force, generally assigned to each specific location.
Irrigation Segment
Products Produced—We manufacture and distribute mechanical irrigation equipment and related
service parts under the ‘‘Valley’’ brand name. A Valley irrigation machine usually is powered by
electricity and propels itself over a farm field and applies water and chemicals to crops. Water and, in
some instances, chemicals are applied through sprinklers attached to a pipeline that is supported by a
series of towers, each of which is propelled via a drive train and tires. A standard mechanized irrigation
machine (also known as a ‘‘center pivot’’) rotates in a circle, although we also manufacture and
distribute center pivot extensions that can irrigate corners of square and rectangular farm fields as well
as conform to irregular field boundaries (referred to as a ‘‘corner’’ machine). Our irrigation machines
can also irrigate fields by moving up and down the field as opposed to rotating in a circle (referred to
as a ‘‘linear’’ machine). Irrigation machines can be configured to irrigate fields in size from 4 acres to
over 500 acres, with a standard size in the U.S. configured for a 160-acre tract of ground. One of the
key components of our irrigation machine is the control system. This is the part of the machine that
8
allows the machine to be operated in the manner preferred by the grower, offering control of such
factors as on/off timing, individual field sector control, rate and depth of water and chemical
application. We also offer growers options to control multiple irrigation machines through centralized
computer control or mobile remote control. The irrigation machine used in international markets is
substantially the same as the one produced for the North American market.
There are other forms of irrigation available to farmers, two of the most prevalent being flood
irrigation and drip irrigation. In flood irrigation, water is applied through a pipe or canal at the top of
the field and allowed to run down the field by gravity. Drip irrigation involves plastic pipe or tape
resting on the surface of the field or buried a few inches below ground level, with water being applied
gradually. We estimate that center pivot and linear irrigation comprises 45% of the irrigated acreage in
North America. International markets use predominantly flood irrigation, although all forms are used
to some extent.
Markets—Market drivers in North American and international markets are essentially the same.
Since the purchase of an irrigation machine is a capital expenditure, the purchase decision is based on
the expected return on investment. The benefits a grower may realize through investment in mechanical
irrigation include improved yields through better irrigation, cost savings through reduced labor and
lower water and energy usage. The purchase decision is also affected by current and expected net farm
income, commodity prices, interest rates, the status of government support programs and water
regulations in local areas. In many international markets, the relative strength or weakness of local
currencies as compared with the U.S. dollar may affect net farm income, since export markets are
generally denominated in U.S. dollars.
The demand for mechanized irrigation comes from the following sources:
(cid:127) conversion from flood irrigation
(cid:127) replacement of existing mechanized irrigation machines
(cid:127) converting land that is not irrigated to mechanized irrigation
One of the key drivers in our Irrigation segment worldwide is that the usable water supply is
limited. We estimate that:
(cid:127) only 2.5% of total worldwide water supply is freshwater
(cid:127) of that 2.5%, only 30% of freshwater is available to humans
(cid:127) the largest user of that freshwater is agriculture
We believe these factors, along with the trend of a growing worldwide population and improving
diets, reflect the need to use water more efficiently while increasing food production to feed this
growing population. We believe that mechanized irrigation can improve water application efficiency by
40-90% compared with traditional irrigation methods by applying water uniformly near the root zone
and reducing water runoff. Furthermore, reduced water runoff improves water quality in nearby rivers,
aquifers and streams, thereby providing environmental benefits in addition to conservation of water.
Competition—In North America, there are a number of entities that provide irrigation products
and services to agricultural customers. We believe we are the leader of the four main participants in
the mechanized irrigation business. Participants compete for sales on the basis of price, product
innovation and features, product durability and reliability, quality and service capabilities of the local
dealer. Pricing can become very competitive, especially in periods when market demand is low. In
international markets, our competitors are a combination of our major U.S. competitors and privately-
owned local companies. Competitive factors are similar to those in North America, although pricing
tends to be a more prevalent competitive strategy in international markets. Since competition in
international markets is local, we believe local manufacturing capability is important to competing
effectively in international markets and we have that capability in key regions.
9
Distribution Methods—We market our irrigation machines and service parts through independent
dealers. There are approximately 270 dealer locations in North America, with another approximately
220 dealers serving international markets. The dealer determines the grower’s requirements, designs the
configuration of the machine, installs the machine (including providing ancillary products that deliver
water and electrical power to the machine) and provides after-sales service. Our dealer network is
supported and trained by our technical and sales teams. Our international dealers are supported
through our regional headquarters in South America, South Africa, Western Europe, Australia, China
and the United Arab Emirates as well as the home office in Valley, Nebraska.
General
Certain information generally applicable to each of our four reportable segments is set forth
below.
Suppliers and Availability of Raw Materials.
Hot rolled steel coil and plate, zinc and other carbon steel products are the primary raw materials
utilized in the manufacture of finished products for all segments. We purchase these essential items
from steel mills, zinc producers and steel service centers and are usually readily available. While we
may experience increased lead times to acquire materials and volatility in our purchase costs, we do not
believe that key raw materials would be unavailable for extended periods. We have not experienced
extended or wide-spread shortages of steel during this time, due to what we believe are strong
relationships with some of the major steel producers. In the past several years, we experienced volatility
in zinc and natural gas prices, but we did not experience any disruptions to our operations due to
availability.
Patents, Licenses, Franchises and Concessions.
We have a number of patents for our manufacturing machinery, poles and irrigation designs. We
also have a number of registered trademarks. We do not believe the loss of any individual patent or
trademark would have a material adverse effect on our financial condition, results of operations or
liquidity.
Seasonal Factors in Business.
Sales can be somewhat seasonal based upon the agricultural growing season and the infrastructure
construction season. Sales of mechanized irrigation equipment to farmers are traditionally higher during
the spring and fall and lower in the summer. Sales of infrastructure products are traditionally higher
summer and fall and lower in the winter.
Customers.
We are not dependent for a material part of any segment’s business upon a single customer or
upon very few customers. The loss of any one customer would not have a material adverse effect on
our financial condition, results of operations or liquidity.
Backlog.
The backlog of orders for the principal products manufactured and marketed was $666.6 million at
the end of the 2013 fiscal year and $902.5 million at the end of the 2012 fiscal year. We anticipate that
10
most of the 2013 backlog of orders will be filled during fiscal year 2014. At year-end, the segments with
backlog were as follows (dollar amounts in millions):
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/28/2013
12/29/2012
$200.8
334.4
104.4
0.7
26.3
$666.6
$211.9
434.0
230.6
1.4
24.6
$902.5
Research Activities.
The information called for by this item is included in Note 1 of our consolidated financial
statements.
Environmental Disclosure.
We are subject to various federal, state and local laws and regulations pertaining to environmental
protection and the discharge of materials into the environment. Although we continually incur expenses
and make capital expenditures related to environmental protection, we do not anticipate that future
expenditures should materially impact our financial condition, results of operations, or liquidity.
Number of Employees.
At December 28, 2013, we had 10,769 employees.
(d) Financial Information About Geographic Areas
Our international sales activities encompass over 100 foreign countries. The information called for
by this item is included in Note 17 of our consolidated financial statements. While Australia accounted
for approximately 15% of our net sales in 2013, no other foreign country accounted for more than 4%
of our net sales. Net sales for purposes of Note 17 include sales to outside customers.
(e) Available Information
We make available, free of charge through our Internet web site at http://www.valmont.com, our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with
or furnished to the Securities and Exchange Commission.
ITEM 1A. RISK FACTORS.
The following risk factors describe various risks that may affect our business, financial condition
and operations.
Increases in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas
and fuel will increase our operating costs and likely reduce our profitability.
Hot rolled steel coil and other carbon steel products have historically constituted approximately
one-third of the cost of manufacturing our products. We also use large quantities of aluminum for
lighting structures and zinc for the galvanization of most of our steel products. Our facilities use large
11
quantities of natural gas for heating and processing tanks in our galvanizing operations. We use
gasoline and diesel fuel to transport raw materials to our locations and to deliver finished goods to our
customers. The markets for these commodities can be volatile. The following factors increase the cost
and reduce the availability of these commodities:
(cid:127) 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;
(cid:127) 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;
(cid:127) increased cost of major inputs, such as scrap steel, coke, iron ore and energy;
(cid:127) 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
(cid:127) international trade disputes, import duties and quotas, since we import some steel for our
domestic and foreign manufacturing facilities.
Increases in the selling prices of our products may not fully recover higher commodity costs and
generally lag increases in our costs of these commodities. Consequently, an increase in these
commodities will increase our operating costs and likely reduce our profitability.
Rising steel prices in 2010 and 2011 put pressure on gross profit margins, especially in our
Engineered Infrastructure Products and Utility Support Structures segments. In both of these segments,
the elapsed time between the quotation of a sales order and the manufacturing of the product ordered
can be several months. As some of these sales are fixed price contracts, rapid increases in steel costs
likely will result in lower operating income in these businesses. We believe the volatility over the past
several years was due to significant increases in global steel production and consumption (especially in
rapidly growing economies, such as China and India). The strong global demand for steel led to rapidly
rising costs in key steel-making materials (such as coke, iron ore and scrap steel), thereby raising prices
to companies that manufacture products from steel. Under such circumstances, steel supplies may
become tighter and impact our ability to acquire steel and meet customer requirements on a timely
basis. The speed with which steel suppliers impose price increases on us may prevent us from fully
recovering these price increases and result in reduced operating margins, particularly in our lighting
and traffic and utility businesses.
The ultimate consumers of our products operate in cyclical industries that have been subject to significant
downturns which have adversely impacted our sales in the past and may again in the future.
Our sales are sensitive to the market conditions present in the industries in which the ultimate
consumers of our products operate, which in some cases have been highly cyclical and subject to
substantial downturns. For example, a significant portion of our sales of support structures is to the
electric utility industry. Our sales to the U.S. electric utility industry were over $900 million in 2013.
Purchases of our products are deferrable to the extent that utilities may reduce capital expenditures for
reasons such as unfavorable regulatory environments, a slow U.S. economy or financing constraints. In
the event of weakness in the demand for utility structures due to reduced or delayed spending for
electrical generation and transmission projects, our sales and operating income likely will decrease.
The end users of our mechanized irrigation equipment are farmers. Accordingly, economic changes
within the agriculture industry, particularly the level of farm income, may affect sales of these products.
12
From time to time, lower levels of farm income resulted in reduced demand for our mechanized
irrigation and tubing products. Farm income decreases when commodity prices, acreage planted, crop
yields, government subsidies and export levels decrease. In addition, weather conditions, such as
extreme drought may result in reduced availability of water for irrigation, and can affect farmers’
buying decisions. Farm income can also decrease as farmers’ operating costs increase. Increases in oil
and natural gas prices result in higher costs of energy and nitrogen-based fertilizer (which uses natural
gas as a major ingredient). Furthermore, uncertainty as to future government agricultural policies may
cause indecision on the part of farmers. The status and trend of government farm supports, financing
aids and policies regarding the ability to use water for agricultural irrigation can affect the demand for
our irrigation equipment. In the United States, certain parts of the country are considering policies that
would restrict usage of water for irrigation. All of these factors may cause farmers to delay capital
expenditures for farm equipment. Consequently, downturns in the agricultural industry will likely result
in a slower, and possibly a negative, rate of growth in irrigation equipment and tubing sales.
We have also experienced cyclical demand for those of our products that we sell to the wireless
communications industry. Sales of wireless structures and components to wireless carriers and
build-to-suit companies that serve the wireless communications industry have historically been cyclical.
These customers may elect to curtail spending on new capacity to focus on cash flow and capital
management. Weak market conditions have led to competitive pricing in recent years, putting pressure
on our profit margins on sales to this industry. Changes in the competitive structure of the wireless
industry, due to industry consolidation or reorganization, may interrupt capital plans of the wireless
carriers as they assess their networks.
Due to the cyclical nature of these markets, we have experienced, and in the future we may
experience, significant fluctuations in our sales and operating income with respect to a substantial
portion of our total product offering, and such fluctuations could be material and adverse to our
overall financial condition, results of operations and liquidity.
Demand for our infrastructure products and coating services is highly dependent upon the overall level of
infrastructure spending.
We manufacture and distribute engineered infrastructure products for lighting and traffic, utility
and other specialty applications. Our Coatings segments serve many construction-related industries.
Because these products are used primarily in infrastructure construction, sales in these businesses are
highly correlated with the level of construction activity, which historically has been cyclical.
Construction activity by our private and government customers is affected by and can decline because
of, a number of factors, including (but not limited to):
(cid:127) weakness in the general economy, which may negatively affect tax revenues, resulting in reduced
funds available for construction;
(cid:127) interest rate increases, which increase the cost of construction financing; and
(cid:127) adverse weather conditions which slow construction activity.
The current economic uncertainty and slowness in the United States and Europe will have some
negative effect on our business. In our North American lighting product line, some of our lighting
structure sales are for new residential and commercial areas. As residential and commercial
construction remains weak, we have experienced some negative impact on our light pole sales to these
markets. In a broader sense, in the event of an overall downturn in the economies in Europe, Australia
or China, we may experience decreased demand if our customers have difficulty securing credit for
their purchases from us.
In addition, sales in our Engineered Infrastructure Products segment, particularly our lighting,
traffic and highway safety products, are highly dependent upon federal, state, local and foreign
13
government spending on infrastructure development projects, such as the U.S. federal highway
program. The level of spending on such projects may decline for a number of reasons beyond our
control, including, among other things, budgetary constraints affecting government spending generally
or transportation agencies in particular, decreases in tax revenues and changes in the political climate,
including legislative delays, with respect to infrastructure appropriations. For instance, the lack of
long-term U.S. federal highway spending legislation has had a negative impact on our sales in this
market. A substantial reduction in the level of government appropriations for infrastructure projects
could have a material adverse effect on our results of operations or liquidity.
We may lose some of our foreign investment or our foreign sales and profits may reduce because of risks of
doing business in foreign markets.
We are an international manufacturing company with operations around the world. At
December 28, 2013, we operated over 100 manufacturing plants, located on six continents, and sold our
products in more than 100 countries. In 2013, approximately 37% of our total sales were either sold in
markets or produced by our manufacturing plants outside of North America. We have operations in
geographic markets that have recently experienced political instability, such as the Middle East, and
economic uncertainty, such as Western Europe. Our geographic diversity also requires that we hire,
train and retain competent management for the various local markets. We also have a significant
manufacturing presence in Australia, Europe and China. We expect that international sales will
continue to account for a significant percentage of our net sales in the future. Accordingly, our foreign
business operations and our foreign sales and profits are subject to the following potential risks:
(cid:127) political and economic instability where we have foreign business operations, resulting in the
reduction of the value of, or the loss of, our investment;
(cid:127) recessions in economies of countries in which we have business operations, decreasing our
international sales;
(cid:127) difficulties and costs of staffing and managing our foreign operations, increasing our foreign
operating costs and decreasing profits;
(cid:127) potential violation of local laws or unsanctioned management actions that could affect our
profitability or ability to compete in certain markets;
(cid:127) difficulties in enforcing our rights outside the United States for patents on our manufacturing
machinery, poles and irrigation designs;
(cid:127) increases in tariffs, export controls, taxes and other trade barriers reducing our international
sales and our profit on these sales; and
(cid:127) acts of war or terrorism.
As a result, we may lose some of our foreign investment or our foreign sales and profits may be
materially reduced because of risks of doing business in foreign markets.
We are subject to currency fluctuations from our international sales, which can negatively impact our reported
earnings.
We sell our products in many countries around the world. Approximately 37% of our fiscal 2013
sales were in markets outside the United States and are often made in foreign currencies, mainly the
Australian dollar, euro, Brazilian real, Canadian dollar, Chinese renminbi and South African rand.
Because our financial statements are denominated in U.S. dollars, fluctuations in currency exchange
rates between the U.S. dollar and other currencies have had and will continue to have an impact on
our reported earnings. For example, the U.S. dollar appreciated versus the Australian dollar in 2013.
As a result, our Australian sales measured in U.S. dollar terms decreased by approximately $30 million
14
due to exchange rate translation effects. If the U.S. dollar weakens or strengthens versus the foreign
currencies mentioned above, the result will be an increase or decrease in our reported sales and
earnings, respectively. Currency fluctuations have affected our financial performance in the past and
may affect our financial performance in any given period. In cases where local currencies are strong,
the relative cost of goods imported from outside our country of operation becomes lower and affects
our ability to compete profitably in our home markets. We experienced increased pricing competition in
our access systems product line in Australia in 2011 and 2012. This increased pricing pressure, in part,
was due to the strong Australian dollar and resulting competition from companies outside of Australia.
We also face risks arising from the imposition of foreign exchange controls and currency
devaluations. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or
to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted
within a country imposing controls. Currency devaluations result in a diminished value of funds
denominated in the currency of the country instituting the devaluation. Actions of this nature could
have a material adverse effect on our results of operations and financial condition in any given period.
Our businesses require skilled labor and management talent and we may be unable to attract and retain
qualified employees.
Our businesses require skilled factory workers and management in order to meet our customer’s
needs, grow our sales and maintain competitive advantages. Skills such as welding, equipment
maintenance and operating complex manufacturing machinery may be in short supply in certain
geographic areas, leading to shortages of skilled labor and/or increased labor costs. Management talent
is critical as well, to help grow our businesses and effectively plan for succession of key employees upon
retirement. In some geographic areas, skilled management talent in certain areas may be difficult to
find. To the extent we have difficulty in finding and retaining these skills in the workforce, there may
be an adverse effect on our ability to grow profitably in the future.
We may incur significant warranty or contract management costs.
In our Utility Support Structures segment, we manufacture large structures for electrical
transmission. These products may be highly engineered for very large, complex contracts and subject to
terms and conditions that penalize us for late delivery and result in consequential and compensatory
damages. From time to time, we may have a product quality issue on a large utility structures order
and the costs of curing that issue may be significant. Our products in the Engineered Infrastructure
Products segment include structures for a wide range of outdoor lighting and wireless communication
applications. In our Irrigation segment, our products are covered under warranties, some for several
years. We may incur significant warranty or product related costs, which may include repairing or
replacing defective or non-conforming products, even if another party may have contributed to the
problem. In such cases, the costs of correcting the quality issue may be significant.
We face strong competition in our markets.
We face competitive pressures from a variety of companies in each of the markets we serve. Our
competitors include companies who provide the technologies that we provide as well as companies who
provide competing technologies, such as drip irrigation. Our competitors include international, national,
and local manufacturers, some of whom may have greater financial, manufacturing, marketing and
technical resources than we do, or greater penetration in or familiarity with a particular geographic
market than we have. In addition, certain of our competitors, particularly with respect to our utility and
wireless communication product lines, have sought bankruptcy protection in recent years, and may
emerge with reduced debt service obligations, which could allow them to operate at pricing levels that
put pressures on our margins. Some of our customers have moved manufacturing operations or product
sourcing overseas, which can negatively impact our sales of galvanizing and anodizing services. To
remain competitive, we will need to invest continuously in manufacturing, product development and
customer service, and we may need to reduce our prices, particularly with respect to customers in
industries that are experiencing downturns. We cannot provide assurance that we will be able to
maintain our competitive position in each of the markets that we serve.
15
We could incur substantial costs as the result of violations of, or liabilities under, environmental laws.
Our facilities and operations are subject to U.S. and foreign laws and regulations relating to the
protection of the environment, including those governing the discharge of pollutants into the air and
water, the management and disposal of hazardous substances and wastes, and the cleanup of
contamination. Failure to comply with these laws and regulations, or with the permits required for our
operations, could result in fines or civil or criminal sanctions, third party claims for property damage or
personal injury, and investigation and cleanup costs. Potentially significant expenditures could be
required in order to comply with environmental laws that regulators may adopt or impose in the future.
Certain of our facilities have been in operation for many years and, over time, we and other
predecessor operators of these facilities have generated, used, handled and disposed of hazardous and
other regulated wastes. We detected contaminants at some of our present and former sites, principally
in connection with historical operations. In addition, from time to time we have been named as a
potentially responsible party under Superfund or similar state laws. While we are not aware of any
contaminated sites that are not provided for in our financial statements, including third-party sites, at
which we may have material obligations, the discovery of additional contaminants or the imposition of
additional cleanup obligations at these sites could result in significant liability beyond amounts provided
for in our financial statements.
We may not realize the improved operating results that we anticipate from acquisitions we may make in the
future, and we may experience difficulties in integrating the acquired businesses or may inherit significant
liabilities related to such businesses.
We explore opportunities to acquire businesses that we believe are related to our core
competencies from time to time, some of which may be material to us. We expect such acquisitions will
produce operating results better than those historically experienced or presently expected to be
experienced in the future by us in the absence of the acquisition. We cannot provide assurance that this
assumption will prove correct with respect to any acquisition.
Any future acquisitions may present significant challenges for our management due to the time
and resources required to properly integrate management, employees, information systems, accounting
controls, personnel and administrative functions of the acquired business with those of Valmont and to
manage the combined company on a going forward basis. We may not be able to completely integrate
and streamline overlapping functions or, if such activities are successfully accomplished, such
integration may be more costly to accomplish than presently contemplated. We may also have difficulty
in successfully integrating the product offerings of Valmont and acquired businesses to improve our
collective product offering. Our efforts to integrate acquired businesses could be affected by a number
of factors beyond our control, including general economic conditions. In addition, the process of
integrating acquired businesses could cause the interruption of, or loss of momentum in, the activities
of our existing business. The diversion of management’s attention and any delays or difficulties
encountered in connection with the integration acquired businesses could adversely impact our
business, results of operations and liquidity, and the benefits we anticipate may never materialize.
These factors are relevant to any acquisition we undertake.
In addition, although we conduct reviews of businesses we acquire, we may be subject to
unexpected claims or liabilities, including environmental cleanup costs, as a result of these acquisitions.
Such claims or liabilities could be costly to defend or resolve and be material in amount, and thus
could materially and adversely affect our business and results of operations and liquidity.
16
We have, from time to time, maintained a substantial amount of outstanding indebtedness, which could impair
our ability to operate our business and react to changes in our business, remain in compliance with debt
covenants and make payments on our debt.
As of December 28, 2013, we had $490.1 million of total indebtedness outstanding. We had
$382.1 million capacity to borrow under our revolving credit facility at December 28, 2013. We normally
borrow money to make business acquisitions and major capital expenditures. From time to time, our
borrowings have been significant. Our level of indebtedness could have important consequences,
including:
(cid:127) 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;
(cid:127) 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;
(cid:127) our ability to obtain additional financing in the future may be impaired;
(cid:127) we may be more highly leveraged than our competitors, which may place us at a competitive
disadvantage;
(cid:127) our flexibility in planning for, or reacting to, changes in our business and industry may be
limited; and
(cid:127) 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.
We had $613.7 million of cash at December 28, 2013, which mitigates the risk associated with our
debt. However, as we use cash for acquisitions and other purposes, any of these factors could have a
material adverse effect on our business, financial condition, results of operations, cash flows and
business prospects.
The restrictions and covenants in our debt agreements could limit our ability to obtain future
financings, make needed capital expenditures, withstand a future downturn in our business, or the
economy in general, or otherwise conduct necessary corporate activities. These covenants may prevent
us from taking advantage of business opportunities that arise.
A large share of our consolidated cash balances are outside the United States and most of our
interest-bearing debt is borrowed by U.S. entities. In the event that we would have to repatriate cash
from international operations to meet cash needs in the U.S., we are likely to incur significant income
tax expenses to repatriate that cash.
A breach of any of these covenants would result in a default under the applicable debt agreement.
A default, if not waived, could result in acceleration of the debt outstanding under the agreement and
in a default with respect to, and acceleration of, the debt outstanding under our other debt agreements.
The accelerated debt would become immediately due and payable. If that should occur, we may not be
able to pay all such debt or to borrow sufficient funds to refinance it. Even if new financing were then
available, it may not be on terms that are favorable to us.
17
We assumed an underfunded pension liability as part of the Delta acquisition and the combined company may
be required to increase funding of the plan and/or be subject to restrictions on the use of excess cash.
Delta is the sponsor of a United Kingdom defined benefit pension plan that, as of December 28,
2013, covered approximately 6,500 inactive or retired former Delta employees. At December 28, 2013,
this plan was, for accounting purposes, underfunded by approximately £93.8 million ($154.4 million).
The current agreement with the trustees of the pension plan for annual funding was approximately
£10.0 million ($16.0 million) in respect of the funding shortfall and approximately £1.0 million
($1.6 million) in respect of administrative expenses. Although this funding obligation was considered in
the offer price for the Delta shares, the underfunded position may adversely affect the combined
company as follows:
(cid:127) 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 2015.
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.
(cid:127) 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 £93.8 million
($154.4 million) assumed for accounting purposes as of December 28, 2013. 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Our corporate headquarters are located in a leased facility in Omaha, Nebraska, under a lease
expiring in 2021. The headquarters of the Company’s reportable segments are located in Valley,
Nebraska except for the headquarters of the Company’s Utility Support Structures segment, which is
located in Birmingham, Alabama. We also maintain a management headquarters in Sydney, Australia.
Most of our significant manufacturing locations are owned or are subject to long-term renewable leases.
Our principal manufacturing locations are in Valley, Nebraska, McCook, Nebraska, Tulsa, Oklahoma,
Brenham, Texas, Charmeil, France and Shanghai, China. All of these facilities are owned by us. We
believe that our manufacturing capabilities and capacities are adequate for us to effectively serve our
customers. Our capital spending programs consist of investment for replacement, achieving operational
efficiencies and expand capacities where needed. Our principal operating locations by reportable
segment are listed below.
Engineered Infrastructure Products segment North America manufacturing locations are in
Nebraska, Texas, Indiana, Minnesota, Oregon, Washington and Canada. The largest of these operations
are in Valley, Nebraska and Brenham, Texas, both of which are owned facilities. We have
communication components distribution locations in New York, California and Georgia. International
locations are in France, the Netherlands, Finland, Estonia, England, Germany, Poland, Morocco,
Australia, Indonesia, the Philippines, Thailand, Malaysia, India and China. The largest of these
operations are in Charmeil, France and Shanghai, China, both of which are owned facilities. Access
18
systems manufacturing locations are located in Australia, Indonesia, the Philippines, Thailand, Malaysia
and China.
Utility Support Structures segment North America manufacturing locations are in Alabama,
Georgia, Florida, California, Texas, Oklahoma, Pennsylvania, Tennessee, Kansas, Nebraska and Mexico.
The largest of these operations are in Tulsa, Oklahoma, Monterrey, Mexico and Hazleton,
Pennsylvania. The Tulsa and Monterrey facilities are owned and the Hazleton facility is located on both
owned and leased property. Principal international manufacturing locations are in China and France.
Coatings segment North America operations include U.S. operations located in Nebraska, Illinois,
California, Minnesota, Kansas, Iowa, Indiana, Oregon, Utah, Oklahoma, Virginia, Alabama, Florida
and South Carolina and three locations near Toronto, Canada. International operations are located in
Australia, Malaysia and India.
Irrigation segment North America manufacturing operations are located in Valley and McCook,
Nebraska. Our principal manufacturing operations serving international markets are located in
Uberaba, Brazil, Nigel, South Africa, Jebel Ali, United Arab Emirates, Madrid, Spain and Shandong,
China. All facilities are owned except for China, which is leased.
Our other North America operations are located in Nebraska and Oregon. International
operations are located in Australia (forged steel grinding media).
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to, nor are any of our properties subject to, any material legal proceedings. We
are, from time to time, engaged in routine litigation incidental to our businesses.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
Executive Officers of the Company
Our executive officers at February 16, 2014, their ages, positions held, and the business experience
of each during the past five years are, as follows:
Mogens C. Bay, age 65, Chairman and Chief Executive Officer since January 1997.
Terry J. McClain, age 66, Senior Vice President and Chief Financial Officer from January 1997 to
February 2013 and since August 2013.
Todd G. Atkinson, age 57, Executive Vice President since February 2011. Chief Executive Officer
of Delta plc from July 2003 until February 2011.
Mark C. Jaksich, age 56, Vice President and Controller since February 2000.
Walter P. Pasko, age 63, Vice President-Procurement since May 2002.
Brian J. Desigio, age 44, Vice President-Corporate Development since April 2008.
Vanessa K. Brown, age 61, Vice President-Human Resources since July 2011. Director of Human
Resources of North America Engineered Infrastructure Products division from 1997 until 2011.
19
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is traded on the New York Stock Exchange under the symbol ‘‘VMI’’. We had
approximately 4,500 shareholders of common stock at December 28, 2013. Other stock information
required by this item is included in Note 20 ‘‘Quarterly Financial Data (unaudited)’’ to the consolidated
financial statements and incorporated herein by reference.
Issuer Purchases of Equity Securities
Period
(a)
Total Number
of
Shares
Purchased
September 29, 2013 to October 26, 2013 . . . . . .
October 27, 2013 to November 30, 2013 . . . . . .
December 1, 2013 to December 28, 2013 . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,976
6,988
—
9,964
(c)
Total Number
of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
(d)
Maximum
Number of
Shares that
May Yet
Be Purchased
Under
the Plans or
Programs
—
—
—
—
—
—
—
—
(b)
Average Price
paid per share
$137.91
144.54
—
$142.56
During the fourth quarter, the shares reflected above were those delivered to the Company by
employees as part of stock option exercises, either to cover the purchase price of the option or the
related taxes payable by the employee as part of the option exercise. The price paid per share was the
market price at the date of exercise.
20
ITEM 6. SELECTED FINANCIAL DATA.
SELECTED FIVE-YEAR FINANCIAL DATA
(Dollars in thousands, except per share
amounts)
Operating Data . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . .
Operating income . . . . . . . . .
Net earnings attributable to
2013
2012
2011
2010
2009
$3,304,211
473,069
$3,029,541
382,296
$2,661,480
263,310
$1,975,505
178,413
$1,786,601
237,994
(3)
(2)
Valmont Industries, Inc.(1)
278,489
234,072
228,308
94,379
150,562
Depreciation and
amortization . . . . . . . . . . .
Capital expenditures . . . . . . .
77,436
106,753
70,218
97,074
74,560
83,069
59,663
36,092
44,748
44,129
Per Share Data
Earnings:
Basic(1) . . . . . . . . . . . . . .
Diluted(1) . . . . . . . . . . . .
Cash dividends declared . . . .
$
10.45
10.35
0.975
$
8.84
8.75
0.855
$
8.67
8.60
0.705
$
3.62
3.57
0.645
$
5.80
5.73
0.580
Financial Position
Working capital
Property, plant and
. . . . . . . . . .
equipment, net . . . . . . . . .
Total assets . . . . . . . . . . . . .
Long-term debt, including
current installments . . . . . .
Total Valmont Industries, Inc.
shareholders’ equity. . . . . .
Cash flow data:
Net cash flows from
operating activities . . . . . .
Net cash flows from investing
activities . . . . . . . . . . . . . .
Net cash flows from financing
activities . . . . . . . . . . . . . .
Financial Measures
Invested capital(a) . . . . . . . .
Return on invested capital(a)
EBITDA(b) . . . . . . . . . . . . .
Return on beginning
shareholders’ equity(c) . . .
Long-term debt as a percent
of invested capital(d) . . . . .
Year End Data
Shares outstanding (000) . . . .
Approximate number of
shareholders . . . . . . . . . . .
Number of employees . . . . . .
$1,161,260
$1,013,507
$ 844,873
$ 747,312
$ 458,605
534,210
2,776,494
512,612
2,568,551
454,877
2,306,076
439,609
2,090,743
283,088
1,302,169
471,109
472,817
474,650
468,834
160,482
1,522,025
1,349,912
1,146,962
915,892
786,261
$ 396,442
$ 197,097
$ 149,671
$ 152,220
$ 349,520
(131,721)
(136,692)
(84,063)
(262,713)
(43,595)
(37,380)
(16,355)
(45,911)
269,685
(198,400)
$2,113,903
$1,981,502
$1,769,461
$1,577,707
$1,029,970
15.0%
13.2%
11.0%
8.8%
15.6%
$ 546,208
$ 462,417
$ 343,633
$ 239,997
$ 283,964
20.6%
20.4%
24.9%
12.0%
24.1%
22.3%
23.9%
26.8%
29.7%
15.6%
26,825
26,674
26,481
26,374
26,297
4,500
10,769
4,500
10,543
5,000
9,476
5,200
9,188
5,400
6,626
(1) Fiscal 2011 included $66,026 ($2.49 per share) of income tax benefits associated with a legal entity
restructuring resulting in the removal of valuation allowances on deferred income tax assets and
increased income tax basis in certain assets. Fiscal 2013 included $4,569 ($0.17 per share) in
21
after-tax fixed asset impairment losses at Delta EMD Pty. Ltd. (EMD) and $12,011 ($0.45 per
share) in losses associated with the deconsolidation of EMD.
(2) On May 12, 2010, the Company acquired Delta plc (Delta). The financial results of Delta are
included in the Company’s consolidated accounts starting on that date. Fiscal 2011 and 2012,
accordingly, include a full year of Delta’s operating results.
(3) Fiscal 2011 was a 53 week fiscal year.
(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.
Operating income . . . . . .
Effective tax rate(1) . . . . .
Tax effect on operating
2013
2012
2011
2010
2009
$ 473,069
$ 382,296
$ 263,310
$ 178,413
$ 237,994
35.1%
35.2%
30.2%
36.0%
32.2%
income . . . . . . . . . . . .
(166,047)
(134,568)
After-tax operating income
307,022
247,728
(79,520)
183,790
(64,153)
114,260
(76,634)
161,360
Average invested capital . .
2,047,703
1,875,482
1,673,584
1,303,839
1,036,827
Return on invested capital
Total assets . . . . . . . . . . .
Less: Accounts and
income taxes payable . .
Less: Accrued expenses . .
Less: Defined benefit
15.0%
13.2%
11.0%
8.8%
15.6%
$2,776,494
$2,568,551
$2,306,076
$2,090,743
$1,302,169
(216,121)
(194,527)
(212,424)
(180,408)
(234,537)
(157,128)
(179,814)
(153,686)
(118,210)
(122,532)
pension liability . . . . . .
(154,397)
(112,043)
(68,024)
(104,171)
—
Less: Deferred
compensation . . . . . . . .
(39,109)
(31,920)
(30,741)
(23,300)
(20,503)
Less: Other noncurrent
liabilities . . . . . . . . . . .
Less: Dividends payable . .
(51,731)
(6,706)
(44,252)
(6,002)
(41,418)
(4,767)
(47,713)
(4,352)
(7,010)
(3,944)
Total Invested capital . . . .
$2,113,903
$1,981,502
$1,769,461
$1,577,707
$1,029,970
Beginning of year invested
capital . . . . . . . . . . . . .
$1,981,502
$1,769,461
$1,577,707
$1,029,970
$1,043,684
Average invested capital . .
$2,047,703
$1,875,482
$1,673,584
$1,303,839
$1,036,827
(1) The effective tax rate in 2011 does not include the effects of the legal entity reorganization
executed in late 2011 (approximately $66.0 million). The effective tax rate including the effect of
the restructuring was 2.0%.
22
Return on invested capital, as presented, may not be comparable to similarly titled measures of
other companies.
(b) Earnings before Interest, Taxes, Depreciation and Amortization (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 EBITDA for the most recent four quarters. If this covenant is violated, we may
incur additional financing costs or be required to pay the debt before its maturity date. 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 EBITDA is as follows:
Net cash flows from operations . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . .
Deconsolidation of subsidiary . . . . . . . . .
Impairment of property, plant and
equipment
. . . . . . . . . . . . . . . . . . . .
Deferred income tax (expense) benefit . .
Noncontrolling interest . . . . . . . . . . . . .
Equity in earnings of nonconsolidated
subsidiaries . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
Pension plan expense . . . . . . . . . . . . . .
Contribution to pension plan . . . . . . . . .
Payment of deferred compensation . . . . .
Changes in assets and liabilities, net of
acquisitions . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
2011
2010
2009
$396,442
32,502
157,781
(12,011)
$197,097
31,625
126,502
—
$149,671
36,175
4,590
—
$152,220
30,947
55,008
—
$ 349,520
15,760
72,894
—
(12,161)
10,141
(1,971)
835
(6,513)
(6,569)
17,619
—
—
(3,720)
(4,844)
6,128
(5,829)
(4,281)
11,591
—
—
84,962
(8,918)
8,059
(5,931)
(5,449)
11,860
—
—
(5,017)
(6,034)
2,439
(7,154)
(5,874)
—
393
—
(7,375)
(3,379)
751
(6,586)
—
—
267
(34,205)
4,318
108,469
(321)
69,307
(693)
26,272
(3,203)
(136,944)
(944)
EBITDA . . . . . . . . . . . . . . . . . . . . . . .
$546,208
$462,417
$343,633
$239,997
$ 283,964
2013
2012
2011
2010
2009
Net earnings attributable to Valmont
Industries, Inc. . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . .
Depreciation and amortization expense . .
$278,489
32,502
157,781
77,436
$234,072
31,625
126,502
70,218
$228,308
36,175
4,590
74,560
$ 94,379
30,947
55,008
59,663
$150,562
15,760
72,894
44,748
EBITDA . . . . . . . . . . . . . . . . . . . . . . . .
$546,208
$462,417
$343,633
$239,997
$283,964
EBITDA, as presented, may not be comparable to similarly titled measures of other companies.
(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) Long-term debt as a percent of invested capital is calculated as the sum of Current portion of
long-term debt and Long-term debt divided by Total Invested Capital. This is one of our key
financial ratios in that it measures the amount of financial leverage on our balance sheet at any
point in time. We also have covenants under our major debt agreements that relate to the amount
of debt we carry. If those covenants are violated, we may incur additional financing costs or be
23
required to pay the debt before its maturity date. We have an internal target to maintain this ratio
at or below 40%. This ratio may exceed 40% from time to time to take advantage of opportunities
to grow and improve our businesses. Long-term debt as a percent of invested capital 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:
2013
2012
2011
2010
2009
Current portion of long-term
debt . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . .
Total long-term debt . . . . . . .
$
202
470,907
471,109
$
224
472,593
472,817
$
235
474,415
474,650
$
238
468,596
468,834
$
231
160,251
160,482
Total invested capital
. . . . . .
2,113,903
1,981,502
1,769,461
1,577,707
1,029,970
Long-term debt as a percent
of invested capital . . . . . . .
22.3%
23.9%
26.8%
29.7%
15.6%
Long-term debt as a percent of invested capital, as presented, may not be comparable to similarly
titled measures of other companies.
24
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Forward-Looking Statements
Management’s discussion and analysis, and other sections of this annual report, contain forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on assumptions that management has made in light of experience
in the industries in which the Company operates, as well as management’s perceptions of historical
trends, current conditions, expected future developments and other factors believed to be appropriate
under the circumstances. These statements are not guarantees of performance or results. They involve
risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Management
believes that these forward-looking statements are based on reasonable assumptions. Many factors
could affect the Company’s actual financial results and cause them to differ materially from those
anticipated in the forward-looking statements. These factors include, among other things, risk factors
described from time to time in the Company’s reports to the Securities and Exchange Commission, as
well as future economic and market circumstances, industry conditions, company performance and
financial results, operating efficiencies, availability and price of raw materials, availability and market
acceptance of new products, product pricing, domestic and international competitive environments, and
actions and policy changes of domestic and foreign governments.
The following discussion and analysis provides information which management believes is relevant
to an assessment and understanding of our consolidated results of operations and financial position.
This discussion should be read in conjunction with the Consolidated Financial Statements and related
Notes.
References to 2013 and 2012 relate to the fifty-two week periods ended December 28, 2013 and
December 29, 2012, respectively. 2011 relates to the fifty-three week period ended December 31, 2011.
25
General
2013
2012
Change
2013 - 2012
2011
Change
2012 - 2011
Dollars in millions, except per share amounts
13.8%
20.4%
4.1%
45.2%
(13.0)%
2.5%
1.7%
5.1%
14.1%
9.1%
32.4%
40.1%
44.0%
4.1%
82.7%
0.5%
11.7%
(6.0)%
22.2%
12.7%
21.0%
2.3%
33.3%
(2.5)%
(0.3)%
(5.4)%
2.0%
9.1% $2,661.5
666.8
17.8%
25.1%
403.5
15.2%
263.3
23.8%
12.4%
11.1%
9.9%
26.9
2.0%
19.0%
18.3% $
228.3
8.60
7.7% $ 792.6
189.1
18.8%
148.3
4.3%
40.8
62.4%
620.8
139.2
68.6
70.6
280.8
93.5
34.9
58.6
665.9
178.6
70.8
107.8
301.4
65.9
20.2
45.7
10.3%
28.4%
15.8%
35.4%
6.7%
2.2%
(3.0)%
4.6%
17.5%
26.2%
26.0%
26.3%
(10.2)%
(21.2)%
8.9%
(33.5)%
NA
22.8%
22.5%
0.5
60.7
(60.2)
(100.0)%
3.1%
4.0%
Consolidated
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
as a percent of sales . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
as a percent of sales . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
as a percent of sales . . . . . . . . . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings attributable to Valmont Industries, Inc .
Diluted earnings per share . . . . . . . . . . . . . . . . . .
Engineered Support Structures Segment
$3,304.2
945.2
$3,029.5
802.5
28.6%
472.1
14.3%
473.1
14.3%
26.0
35.1%
278.5
$ 10.35
$
26.5%
420.2
13.9%
382.3
12.6%
23.4
35.2%
234.1
8.75
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
$ 897.5
256.4
168.7
87.7
$ 833.3
215.8
161.8
54.0
Utility Support Structures Segment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Coatings Segment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation Segment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Net corporate expense
959.7
257.4
82.7
174.7
301.0
106.7
31.8
74.9
882.2
272.7
91.2
181.5
263.8
51.8
20.8
31.0
869.7
200.4
71.4
129.0
282.1
104.4
32.8
71.6
750.6
216.1
72.4
143.7
293.9
65.7
19.1
46.6
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2
76.9
(76.7)
—
62.6
(62.6)
26
RESULTS OF OPERATIONS
FISCAL 2013 COMPARED WITH FISCAL 2012
Overview
On a consolidated basis, the increase in net sales in 2013, as compared with 2012, reflected
improved sales in all reportable segments while sales were down in the ‘‘Other’’ category. The increase
in net sales in 2013, as compared with 2012, was due to the following factors:
Total
EIP
Utility
Coatings
Irrigation
Other
Sales—2012 . . . . . . . . . . . . . . . . . . . . . . . . .
Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/mix . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation . . . . . . . . . . . . . . . . . . .
$3,029.5
120.3
98.2
99.0
(42.8)
$833.3
9.2
(2.0)
64.7
(7.7)
$869.6
9.3
80.8
—
—
$282.1
(9.3)
1.4
34.3
(7.5)
$750.6
114.7
27.5
—
(10.6)
$293.9
(3.6)
(9.5)
—
(17.0)
Sales—2013 . . . . . . . . . . . . . . . . . . . . . . . . .
$3,304.2
$897.5
$959.7
$301.0
$882.2
$263.8
Volume effects are estimated based on a physical production or sales measure, such as tons. As the
products we sell are not uniform in nature, pricing and mix relate to a combination of changes in sales
prices and the attributes of the product sold. Accordingly, pricing and mix changes do not necessarily
result in increased operating income. Acquisitions included Locker Group Holdings (‘‘Locker’’) and
Pure Metal Galvanizing (‘‘PMG’’). We acquired PMG in December 2012 and Locker in February 2013.
We report Locker in the Engineered Infrastructure Products segment and PMG in the Coatings
segment.
In 2013, we realized a decrease in operating profit, as compared with 2012, due to currency
translation effects. On average, the U.S. dollar strengthened in particular against the Australian dollar,
Brazilian Real and the South Africa Rand, resulting in less operating profit in U.S. dollar terms. The
breakdown of this effect by the affected segment was as follows:
Total
EIP
Coatings
Irrigation
Other
Corporate
$(5.5)
$(1.2)
$(1.1)
$(1.7)
$(1.7)
$0.2
The increase in gross margin (gross profit as a percent of sales) in 2013, as compared with 2012,
was due to a combination of improved sales prices and sales mix, improved factory operations and
moderating raw material costs in 2013, as compared with 2012. In general, our cost of steel and other
raw materials were slightly lower in 2013, as compared with 2012. 2013 included a $12.2 million fixed
asset impairment loss in our electrolytic manganese dioxide (EMD) operation, which was recorded as
Product Cost of Sales. The impairment was a result of continued global oversupply of global
manganese dioxide in the market, increased price competition and increasing input costs. In addition, a
major customer advised us that its purchases from us in 2014 would be substantially below prior years.
As future prospects for the operation were not as favorable as the past, we undertook an impairment
review in the fourth quarter of 2013, which resulted in the $12.2 million impairment.
Selling, general and administrative (SG&A) spending in 2013 increased over 2012, mainly due to
the following factors:
(cid:127) Expenses recorded by Locker and PMG of $19.4 million;
(cid:127) Increased employee incentive accruals of $13.8 million, due to improved operating results and
increased share price in valuing long-term incentive plans;
27
(cid:127) Increased compensation expenses of $8.2 million, mainly associated with increased employment
levels and salary increases;
(cid:127) Increased doubtful account provisions of $3.1 million, principally in the Irrigation segment, and;
(cid:127) Increased deferred compensation expenses of $2.4 million, which was offset by the same amount
of other income.
In addition, certain non-recurring items affecting the comparisons of SG&A expenses included:
(cid:127) The sale of one of our galvanizing facilities in Australia resulted in a gain of $4.6 million in
2013, which was reported as a reduction of SG&A expense, and;
(cid:127) Insurance proceeds received related to a fire in one of our galvanizing facilities in Australia
resulted in a non-recurring reduction in SG&A in 2012 of $2.0 million.
On a reportable segment basis, all segments realized improved operating income in 2013, as
compared with 2012.
Net interest expense increased in 2013, as compared with 2012, due to a combination of lower
interest income and slightly higher interest expense. Interest income for 2013 was lower than 2012 due
mainly to lower interest rates and lower average cash balances in Australia. The increase in interest
expense principally was due to higher bank fees and interest incurred due to increased short-term
borrowings to finance working capital in our India operation.
The increase in other income in 2013, as compared with 2012, mainly was attributable to
$2.4 million of higher investment gains in our deferred compensation plan assets. This benefit was
offset by an increase in SG&A expense of the same amount.
Our effective income tax rate in 2013 was comparable with 2012. In 2012 and 2013, U.K. tax rates
were collectively reduced from 26% to 20%. Accordingly, we reduced the value of our deferred tax
assets associated with net operating loss carryforwards and certain timing differences by $8.3 million in
2013 ($4.8 million in 2012), with a corresponding increase in income tax expense. The effects of the
U.K. tax rate decrease were offset somewhat by approximately $3.2 million of tax benefits associated
with the 2013 sale of our nonconsolidated investment in South Africa and $1.8 million of increased
research and development tax credits in the U.S.
Earnings in non-consolidated subsidiaries were lower in 2013, as compared with 2012, due to the
sale of our 49% owned manganese materials operation in February 2013. There was no significant gain
or loss on the sale.
Earnings attributable to non-controlling interests in 2013 was lower than 2012, mainly due to the
impairment loss recorded in our electromagnetic manganese dioxide (EMD) operation. The total
after-tax impairment loss was approximately $8.8 million. Our proportionate share of this loss was
$4.6 million ($0.17 per share) and the remainder was attributable to the non-controlling interest. This
decrease was offset to a degree by improved earnings realized by our other operations that are less
than 100% owned.
In December 2013, we reduced our ownership interest in the EMD operation to below 50% and
deconsolidated this entity. Accordingly, we recognized a $12.0 million after-tax loss, or $0.45 per share,
in accordance with the relevant accounting standards. The loss upon deconsolidation consisted of
$8.6 million of currency translation adjustments previously recorded in the balance sheet and
$3.4 million related to reducing the book value of the remaining EMD investment to fair value,
including $1.7 million in deferred income taxes.
28
The reported earnings per share in 2013 of $10.35 included the deconsolidation and fixed asset
impairment loss at EMD, which aggregated to $0.62 per share. The earnings per share improvement in
2013 over 2012 was the result of higher net earnings in 2013, as compared with 2012.
Our cash flows generated by operations were approximately $396.4 million in 2013, as compared
with $197.1 million in 2012. The increase in operating cash flow in 2013 was the result of improved net
earnings and less additional working capital to support the improved sales in 2013, as compared with
2012.
Engineered Infrastructure Products (EIP) segment
The increase in net sales in 2013, as compared with 2012, was mainly due to improved access
systems and communication products sales. Global lighting sales in 2013 were comparable with 2012.
The transportation market for lighting and traffic structures in the U.S., while stable, continues to be
challenging, due in part to the lack of long-term U.S. federal highway funding legislation. Sales in other
market channels such as sales to lighting fixture manufacturers and commercial construction projects in
fiscal 2013 improved somewhat as compared with the same periods in 2012. In Europe, sales in 2013
were approximately 7% lower than 2012, as low economic growth and budget restrictions have
hampered government roadway spending activity and demand for lighting structures.
Communication product line sales improved in 2013, as compared with 2012. On a regional basis,
North American sales in 2013 improved over the same periods in 2012 by $16.9 million. The increase in
North America sales was mainly attributable to stronger sales demand for components due to 4G
wireless communication development. In China, sales of wireless communication structures in 2013
were lower than 2012, as we believe local wireless communication carriers have delayed their 4G
investment upgrades until 2014.
Access systems product line sales improved in 2013, as compared with 2012, due to the Locker
acquisition in February 2013. Otherwise, access systems sales in 2013 were lower than 2012, due a
combination of slowness in mining sector investment in Australia, exchange rate effects due to a weaker
Australian dollar in 2013 and related competitive pricing effects. Highway safety product sales in 2013
were comparable with 2012, as growth in spending for roads and highways in Australia continues to be
affected by budgetary restrictions.
Operating income for the segment in 2013 increased, as compared with 2012, due primarily to:
(cid:127) improved operating performance of our lighting operations as a result of better factory operating
performance (approximately $18.2 million);
(cid:127) improved North American communication product sales (approximately $5.9 million), and;
(cid:127) operating profit generated from Locker (approximately $4.7 million).
The increase in SG&A spending was attributable to Locker (approximately $14.7 million). SG&A
spending otherwise was lower in 2013, as compared with 2012, mainly associated with cost cutting
measures taken in Europe in the third and fourth quarters of 2012.
Utility Support Structures (Utility) segment
In the Utility segment, the sales increase in 2013, as compared with 2012, was due mainly to
improved sales in the U.S. market. International sales were slightly lower in 2013, as compared with
2012, as bid projects in the Asia Pacific region were somewhat lower.
In the U.S., electrical utility companies continue to invest in the electrical grid at a high rate, as
evidenced by record backlogs at December 29, 2012 and continued strong order flow in 2013. Certain
29
low margin orders that shipped and were completed in 2012 contributed to improved sales prices and
mix in 2013, as compared with 2012.
Operating income in 2013, as compared with 2012, increased due to improved sales pricing and
mix as well as increased volumes. The improvements in sales pricing and mix largely were related to
strong market conditions and certain large low margin orders that were completed in 2012 and did not
recur in 2013. In addition, 2012 included approximately $12.9 million of unanticipated production and
rework costs associated with one large order. These costs did not recur in 2013, which contributed to
the gross profit improvements in 2013, as compared with 2012. The increase in SG&A expense in 2013,
as compared with 2012, were mainly due to increased employee compensation (approximately
$3.6 million) and incentives (approximately $1.7 million) associated with the increase in business levels
and operating income.
Coatings segment
Coatings segment sales increased in 2013, as compared with 2012, due mainly to the December
2012 PMG acquisition. North America experienced slightly lower external demand for galvanizing
services, although internal demand from our other segments was higher in 2013, as compared with
2012. Asia Pacific volumes in 2013 were lower than 2012 due to lower demand in Australia. Unit
pricing in 2013 was comparable with 2012.
The increase in segment operating income in 2013, as compared with 2012, was mainly due to the
gain on the sale of an Australian galvanizing operation in the second quarter of 2013 of $4.6 million,
and operating income provided by PMG (approximately $4.1 million). These two positive effects on
2013 operating income were offset to an extent by the effect of lower external demand for coatings
services in Australia and the settlement of a dispute with a vendor of approximately $0.9 million in
2012.
In 2013, we had a kettle failure in one North America facility and a fire in another. In 2012, we
realized recoveries related to fire and storm damages at one of our Australian galvanizing facilities. The
effect of these events on 2013 operating profit was not significant, as the related insurance recoveries to
this point approximated certain related incurred costs and the carrying value of assets that were
damaged. The insurance claims process is continuing and expected to conclude in 2014.
Irrigation segment
The increase in Irrigation segment net sales in 2013, as compared with 2012, was mainly due to
sales volume increases in both North American and International markets. The pricing and sales mix
effect was generally due to sales price increases that took effect in 2012 to recover higher material costs
in early 2012. In global markets, the sales growth was due to strong net farm income and agricultural
economies around the world. We believe that farm commodity prices have been generally favorable due
to strong demand, including consumption in the production of ethanol and other fuels, and traditionally
low inventories of major farm commodities. In addition, in North America, we believe widespread
drought throughout much of the country in 2012 further highlighted the benefits of center pivot
irrigation and contributed to enhanced demand for our products. In international markets, sales
improved in 2013, as compared with 2012, mainly due to increased activity in Brazil, Eastern Europe
and Australia. These increases were offset somewhat by lower sales in China, Argentina and the Middle
East, which were due to certain economic and political uncertainties in these regions.
Operating income for the segment improved in 2013 over 2012, due to improved global sales unit
volumes and related price increases. Moderating raw material prices in light of higher selling prices also
contributed to improved operating income in 2013, as compared with 2012. The most significant
reasons for the increase in SG&A expense in 2013, as compared with 2012, related to employee
compensation costs and incentives (approximately $7.3 million), approximately $2.6 million in provisions
30
for international receivables recorded in 2013 and other expenses incurred to support the business
activity levels and product development.
Other
This unit includes the grinding media, industrial tubing, EMD and industrial fasteners operations.
The decrease in sales in 2013, as compared with 2012, was mainly due to lower sales prices in the
tubing and grinding media operations due to lower steel prices and exchange rate translation effects.
Operating income in 2013 was lower than 2012, mainly due to a $12.2 million fixed asset impairment
charge recorded by the EMD operation. Otherwise, lower raw material prices helped to dampen the
effects of lower selling prices on operating income.
Net corporate expense
Net corporate expense in 2013 increased over 2012. This increase were mainly due to:
(cid:127) higher employee incentives of approximately $6.3 million associated with improved net earnings
and share price, which affected long-term incentive plans;
(cid:127) higher compensation and employee benefit costs (approximately $4.2 million);
(cid:127) increased expenses associated with the Delta Pension Plan (approximately $2.5 million), and;
(cid:127) insurance settlements realized in 2012 related to a fire and storm damage to one of our
galvanizing facilities in Australia of $2.0 million that did not recur in 2013;
FISCAL 2012 COMPARED WITH FISCAL 2011
Overview
On a consolidated basis, the increase in net sales in 2012, as compared with 2011, was due to the
following factors:
(cid:127) Unit sales volumes increased approximately $353 million in 2012, as compared with 2011. All
reportable segments contributed to the higher sales volumes, with the most significant unit sales
increases within the Utility Support Structures and Irrigation segments. Depending on the
segment, unit volumes are measured in tons, units or some other physical measure of volume.
(cid:127) Sales prices and mix in 2012, as compared with 2011, were favorable, resulting in increased sales
of approximately $50 million. As many of our products are either built to order or configured to
customer specifications, sales mix can be due to a number of factors, in addition to pricing.
These factors may include product specifications, options and other factors that may affect the
unit price at which a product is sold. In some cases, pricing and mix may affect our cost of the
product sold.
(cid:127) 2012 included 52 weeks of operations, as compared with 2011, which was 53 weeks. This was the
result of our year ending the last Saturday in December. Accordingly, all 2011 operational
figures were higher than had the year been 52 weeks in length. The estimated effect of our 2011
net sales and net earnings due to the extra week of operations was approximately $50 million
and $3 million, respectively.
Foreign currency translation factors, in the aggregate, resulted in lower net sales and operating
income in 2012, as compared with 2011. On average, the U.S. dollar strengthened against most
currencies in 2012. The most significant currencies that contributed to this movement were the euro,
31
Brazilian real and the South African rand. On a segment basis, the approximate currency effects on net
sales and operating income in 2012, as compared with 2011, were as follows (in millions of dollars):
Net Sales
Operating
Income
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(14.8)
0.5
—
(15.0)
(5.7)
—
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(35.0)
$(0.6)
—
—
(2.5)
(0.6)
—
$(3.7)
The increase in gross profit margin (gross profit as a percent of sales) in 2012, as compared with
2011, was primarily due to improved sales pricing and mix and moderating raw material costs in 2012
as compared with 2011. Steel prices and zinc prices in 2012 were down slightly as compared with 2011.
LIFO expense in 2012 was $10.7 lower than 2011, contributing to the comparatively higher gross profit
margin in 2012, as compared with 2011.
Selling, general and administrative (SG&A) expense in 2012, as compared with 2011, increased
mainly due to the following factors:
(cid:127) Increased compensation expenses of approximately $8.0 million, associated with increased
employment levels and increased employee benefit costs;
(cid:127) Increased employee incentive accruals of approximately $10.6 million, due to improved operating
results; and
(cid:127) Deferred compensation expense of $2.4 million incurred in 2012 associated with the increase in
deferred compensation plan liabilities. The corresponding increase in deferred compensation
plan assets was recorded as a decrease in ‘‘Other’’ expense.
These increases were offset to a degree by foreign exchange transaction effects of $4.7 million.
SG&A spending as a percent of sales decreased from 15.2% in 2011 to 13.9% in 2012, as we achieved
leverage of the fixed portion of SG&A expense in light of the sales increase.
The increase in operating income on a reportable segment basis in fiscal 2012, as compared with
2011, was due to improved operating performance in all reportable segments. The most significant
increases were in the Irrigation and Utility segments.
The decrease in net interest expense in 2012, as compared with 2011, was the net effect of lower
interest expense of $4.5 million and lower interest income of $1.0 million. The decrease in interest
expense was attributable to interest savings realized from the refinancing of our $150 million of senior
subordinated debt in June 2011 and approximately $2.8 million of expense incurred in the second
quarter of 2011 related to the refinancing of our $150 million of senior subordinated notes. The
decrease in interest income was due to interest received on certain income tax refunds in 2011.
Average borrowing levels in 2012 were comparable with 2011.
The decrease in ‘‘Other’’ expenses in 2012, as compared with 2011, of $3.0 million was mainly due
to investment returns in the assets held in our deferred compensation plan of $2.4 million. The increase
in the value of these assets was offset by a corresponding increase in our deferred compensation
liabilities, which was reflected as an increase in SG&A expense. Accordingly, there was no effect on net
earnings from these investment gains.
32
Our effective income tax rate in 2012 of 35.2% was higher than the 2011 effective rate of 2.0%.
Our effective tax rate in 2011 was abnormally low, mainly due to tax benefits associated with the legal
entity restructuring of Delta Ltd. in the fourth quarter of 2011. Aside from these non-recurring
benefits, our 2011 effective tax would have been approximately 33%. Our effective tax rate in 2012 was
affected by the following factors that contributed to increased income tax expense:
(cid:127) In 2012, the U.K. reduced its income tax rate from 26% to 24%. As a result, our income tax
expense increased in 2012 by $4.8 million, mainly due to the revaluation of deferred income tax
assets, and;
(cid:127) Adjustments to the final accounting calculations related to the 2011 legal restructuring of
Delta Ltd. resulted in a $2.4 million unfavorable adjustment.
Going forward, depending on our geographic mix of earnings and currently enacted income tax
rates in the countries in which we operate, we expect our effective tax rate to approximate 34%.
Earnings attributable to noncontrolling interests was lower in 2012, as compared with 2011, mainly
due to lower net earnings in those consolidated operations that are less than 100% owned, the most
significant of what was the manganese dioxide operation. In addition, $2.4 million of the 2012 decrease
was due to our purchase of the noncontrolling interest in our grinding media operation in June 2011.
This operation was previously 40% owned by noncontrolling interests.
Our cash flows provided by operations were $197.1 million in 2012, as compared with
$149.7 million in 2011. While net earnings in 2012 was comparable with 2011, $66.0 million of 2011
earnings was due to tax benefits resulting from the Delta Ltd. legal reorganization, which were
non-cash in nature.
Engineered Infrastructure Products (EIP) segment
The increase in EIP segment net sales in 2012, as compared with 2011, was due to improved sales
volumes of approximately $33 million, $22 million of favorable pricing and sales mix changes, offset to
a degree by unfavorable foreign exchange translation effects of approximately $15 million. The pricing
increases largely followed raw material inflation realized in 2011.
In the lighting product line, North American sales in 2012 were up modestly from 2011. The
increase in sales resulted from higher sales prices and favorable sales mix. The transportation market
for lighting and traffic structures continues to be steady but not particularly strong. While a two-year
extension to the current U.S. highway funding legislation was enacted in the of 2012, this event has not
yet affected the market for lighting and traffic structures. We also believe that state budget issues are
limiting roadway project activity. Sales in other market channels such as sales to lighting fixture
manufacturers and commercial construction projects in 2012 were comparable with 2011. In Europe,
lighting sales in 2012 were lower than 2011. We divested our Turkish and Italian operations in late
2011, resulting in lower sales in 2012, as compared with 2011, of $17.5 million. Current economic
conditions in Europe are weak and uncertain. As a result, public spending for streets and highways is
under pressure, as governments cope with lower tax receipts and budget deficits. However, lighting
sales in local currency were higher in 2012, as compared with 2011. Stronger sales in France,
Scandinavia and the U.K. were offset somewhat by weaker sales volumes in northern Europe. Lighting
sales in the Asia Pacific region in 2012 were comparable with 2011.
Communication product line sales in 2012 were improved over 2011. North America sales in 2012
were $27 million higher than 2011. The increase in sales was attributable to improved market
conditions (somewhat attributable to the build out of 4G wireless technology) and the resolution of the
proposed AT&T/T-Mobile merger, which we believe slowed sales activity for structures and components
in 2011. In China, sales of wireless communication structures in 2012 were comparable with 2011.
33
Sales in the access systems product line in 2012 were improved as compared with 2011, as
industrial production investments in the mining and energy economic sectors are increasing in the Asia
Pacific region.
Sales of highway safety products in 2012 were slightly higher than 2011. While public spending on
roadways in Australia did not grow in 2012, establishment of sales channels in other countries in the
Asia Pacific region contributed to sales volume increases for the product line.
Operating income for the segment in 2012 was higher than 2011. Improved operating income
resulted from higher sales volumes, improved sales prices and moderating raw material costs (including
$2.7 million of lower LIFO expense). These improvements were offset by factory productivity issues
that negatively affected operating income by approximately $14.3 million. The productivity matters
mainly were due to excessive start-up costs associated with capacity expansions in the U.S. and various
factory productivity matters in the Europe and Asia Pacific regions. The increase in SG&A spending in
2012, as compared with 2011, mainly was attributable to higher compensation costs of $7.6 million and
increased employee incentives of $5.0 million. These increases were offset to a degree by a $3.0 million
write down in a trade name recorded in 2011 and currency translation effects of $2.6 million.
Utility Support Structures (Utility) segment
In the Utility segment, the sales increase in the 2012, as compared with 2011, was primarily due to
improved unit sales volumes of approximately $239 million. In U.S. markets, investments in the
electrical grid by utility companies is increasing, resulting in improved sales of transmission and
substation structures. The effect of sales mix was favorable in 2012, as compared with 2011, by
approximately $10 million. Sales mix was mainly related to certain large orders that were taken in 2010
and early 2011, when market pricing was particularly low. As market conditions improved, pricing
recovered to a degree, resulting in improved pricing and mix as the year progressed. Sales in
international markets in 2012 were improved over 2011. Sales in the Asia Pacific region are higher,
offset to some extent by lower sales in Europe and the Middle East.
Operating income in 2012, as compared with 2011, increased due to the increase in North America
sales volume, moderating raw material costs and leverage effects on fixed SG&A and factory expenses.
These positive effects were offset to a degree by $12.9 million of additional rework and other
unanticipated costs related to certain large orders. The increase in SG&A expense for the segment in
2012 as compared with 2011, was mainly due to increased employee compensation of $3.1 million and
increased sales commissions of $1.0 million, associated with the increase in business levels.
Coatings segment
Coatings segment sales to outside customers in 2012 was comparable with 2011, as improved sales
in the United States was offset to a degree by lower sales in the Asia Pacific region. In the United
States, we experienced broad-based improved demand from customers, especially in the agriculture,
petrochemical and energy economic sectors, which included higher sales for galvanizing services to our
other segments. Asia Pacific volumes in 2012 were down from 2011, due to slowness in the Australian
industrial economy not related to mining. Average selling prices in 2012 were comparable with 2011.
The increase in segment operating income in 2012, as compared with 2011, was mainly due to
improved productivity and operating leverage through volume increases and lower zinc costs. The effect
of lower zinc costs on segment operating income in 2012, as compared with 2011, was approximately
$5.7 million. SG&A expenses for the segment in 2012, as compared with 2011, were slightly lower,
mainly due to a $0.9 million favorable dispute settlement with a vendor in 2012 and a $0.8 million write
down of a trade name recorded in 2011. In 2012, we completed the insurance settlement related to the
2011 storm and fire at one of our facilities in Australia. Settlements in 2012 totaled $1.2 million, as
compared with $1.5 million in 2011, which were recorded in operating income.
34
Irrigation segment
The increase in Irrigation segment net sales in 2012, as compared with 2011, was mainly due to
improved sales volumes of approximately $78 million and favorable pricing and sales mix of
approximately $23 million. These increases were offset by unfavorable currency translation effects of
approximately $15 million in 2012, as compared with 2011. The pricing and sales mix effect was
generally due to sales price increases that took effect in the second half of 2011 to recover higher
material costs in early 2011. In global markets, the sales growth was due to very strong agricultural
economies around the world. Farm commodity prices continue to be favorable, with a positive outlook
for net farm income in most markets around the world. We believe that farm commodity prices have
been favorable due to strong demand, including consumption in the production of ethanol and other
fuels, and traditionally low inventories of major farm commodities. We believe the drought conditions
in much of the U.S. this summer contributed to the increased demand for irrigation equipment and
related service parts in 2012. The very dry growing conditions throughout much of the U.S. highlight
the benefits of irrigation in order to maintain crop yields under these circumstances. In international
markets, the sales improvement in 2012, as compared with 2011, was also realized in most markets due
to generally favorable economic conditions in the global farm economy.
Operating income for the segment improved in 2012, as compared with 2011, due to improved
sales unit volumes and improved sales prices in light of stable material costs. The higher average selling
prices resulted from rising material costs in 2011, when sales price increases lagged material cost
inflation. The stability in raw material purchase costs also resulted in $4.6 million in lower LIFO
expenses in 2012, as compared with 2011. SG&A expenses in 2012 were comparable with 2011.
Other
This category includes the grinding media, industrial tubing, electrolytic manganese and industrial
fasteners operations. In 2012, sales were lower than 2011, mainly due currency translation effects of
$5.7 million and slightly lower sales in grinding media. Operating income in 2012 was comparable with
2011, as improvement in tubing was offset by lower operating earnings in our manganese dioxide
operation.
Net corporate expense
Net corporate expense in 2012 was higher than 2011, mainly due to:
(cid:127) higher employee incentives of $5.1 million associated with improved net earnings and share
price, which affected long-term incentive plans, and;
(cid:127) higher deferred compensation expenses (approximately $2.4 million) related to investment
returns on assets in the deferred compensation plan. These increases are offset by decreases in
‘‘Other’’ expense.
These increases were offset by lower corporate spending in various areas, including lower expenses
for the Delta Pension Plan of $1.2 million.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Working Capital and Operating Cash Flows—Net working capital was $1,161.3 million at
December 28, 2013, as compared with $1,013.5 million at December 29, 2012. The increase in net
working capital in 2013 mainly resulted from increased cash on hand due to increased profitability on
higher sales and slightly lower receivables and inventory on-hand in 2013. Operating cash flow was
$396.4 million in 2013, as compared with $197.1 million in 2012 and $149.7 million in 2011. The
35
increase in operating cash flow in 2013 mainly was the result of improved operations and management
of working capital. The loss upon the deconsolidation of EMD of $12.0 million and the impairment of
EMD’s fixed assets of $12.2 million were non-cash in nature. The increase in operating cash flow in
2012 as compared with 2011 mainly resulted from the reduction in the non-cash tax benefits associated
with the Delta Ltd. legal reorganization recorded as a reduction of income tax expense ($66.0 million)
in fiscal 2011.
Investing Cash Flows—Capital spending in fiscal 2013 was $106.8 million, as compared with
$97.1 million in fiscal 2012. The most significant capital spending projects in 2013 included certain
capacity expansions in the Utility and Irrigation segments. We expect our capital spending for the 2014
fiscal year to be approximately $100 million. In 2013, investing cash flows included proceeds from asset
sales of $37.6 million, principally consisting of $29.2 million received from the sale of our 49% owned
non-consolidated subsidiary in South Africa and $8.2 million received from the sale of the Western
Australia galvanizing operation. Investing cash flows included $63.2 million paid for the Locker and
Armorflex acquisitions in 2013 and $45.7 million paid for the PMG acquisition in 2012.
Financing Cash Flows—Our total interest-bearing debt was $490.1 million at December 28, 2013, as
compared with $486.2 million at December 29, 2012. Financing cash flows in 2013 included
approximately $9.3 million to acquire the remaining 40% of the shares of Valley Irrigation South Africa
Pty. Ltd. and $11.6 million in cash held by EMD that was removed from our consolidated balance
sheet upon deconsolidation. 2011 financing cash flows included approximately $25.3 million to acquire
the remaining 40% of the shares of Donhad Pty. Ltd.
Sources of Financing and Capital
We have historically funded our growth, capital spending and acquisitions through a combination
of operating cash flows and debt financing. We have an internal long-term objective to maintain long-
term debt as a percent of invested capital at or below 40%. At December 28, 2013, our long-term debt
to invested capital ratio was 22.3%, as compared with 23.9% at December 29, 2012. Subject to our
level of acquisition activity and steel industry operating conditions (which could affect the levels of
inventory we need to fulfill customer commitments), we plan to maintain this ratio below 40% in 2014.
Our debt financing at December 28, 2013 consisted primarily of long-term debt. We also maintain
certain short-term bank lines of credit totaling $105.2 million, $87.0 million of which was unused at
December 28, 2013. Our long-term debt principally consists of:
(cid:127) $450 million face value ($461 million carrying value) of senior unsecured notes that bear interest
at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at
specified prepayment premiums. These notes are guaranteed by certain of our subsidiaries.
(cid:127) $400 million revolving credit agreement with a group of banks. We may increase the credit
facility by up to an additional $200 million at any time, subject to participating banks increasing
the amount of their lending commitments. The interest rate on our borrowings will be, at our
option, either:
(a) LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by us) plus 125 to 225
basis points (inclusive of facility fees), depending on our ratio of debt to earnings before
taxes, interest, depreciation and amortization (EBITDA), or;
(b) the higher of
(cid:127) The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50 basis points
plus in each case, 25 to 125 basis points (inclusive of facility fees), depending on our ratio
of debt to EBITDA, or
36
(cid:127) LIBOR (based on a 1 week interest period) plus 125 to 225 basis points (inclusive of facility
fees), depending on our ratio of debt to EBITDA
At December 28, 2013, we had no outstanding borrowings under the revolving credit agreement.
The revolving credit agreement has a termination date of August 15, 2017 and contains certain financial
covenants that may limit our additional borrowing capability under the agreement. At December 28,
2013, we had the ability to borrow $382.1 million under this facility, after consideration of standby
letters of credit of $17.9 million associated with certain insurance obligations.
These debt agreements contain covenants that require us to maintain certain coverage ratios and
may limit us with respect to certain business activities, including capital expenditures. Our key debt
covenants are as follows:
(cid:127) Interest-bearing debt is not to exceed 3.50x EBITDA of the prior four quarters; and
(cid:127) EBITDA over the prior four quarters must be at least 2.50x our interest expense over the same
period.
At December 28, 2013, we were in compliance with all covenants related to these debt agreements.
The key covenant calculations at December 28, 2013 were as follows:
Interest-bearing debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA-last four quarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA-last four quarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense-last four quarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest earned ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$490,133
546,208
0.90
$546,208
32,502
16.81
The calculation of EBITDA-last four quarters is presented under the column for fiscal 2013 in
footnote (b) to the table ‘‘Selected Five-Year Data’’ in Item 6—Selected Financial Data.
Our businesses are cyclical, but we have diversity in our markets, from a product, customer and a
geographical standpoint. We have demonstrated the ability to effectively manage through business
cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our
capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes
and our history of positive operational cash flows, we believe that we have adequate liquidity to meet
our needs for fiscal 2014 and beyond.
We have not made any provision for U.S. income taxes in our financial statements on
approximately $644.3 million of undistributed earnings of our foreign subsidiaries, as we intend to
reinvest those earnings. Of our cash balances of $613.7 million at December 28, 2013, $395.1 million is
held in entities outside the United States. If we need to repatriate foreign cash balances to the United
States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations
were undistributed earnings of our foreign subsidiaries. The income taxes that we would pay if cash
were repatriated depends on the amounts to be repatriated and from which country. If we repatriated
all of our cash outside the United States to the United States, depending on the timing and nature of
such repatriations, we estimate that we would pay approximately from $49.8 million to $138.3 million in
income taxes to repatriate that cash.
37
FINANCIAL OBLIGATIONS AND FINANCIAL COMMITMENTS
We have future financial obligations related to (1) payment of principal and interest on interest-
bearing debt, (2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations.
These obligations at December 28, 2013 were as follows (in millions of dollars):
Contractual Obligations
Total
2014
2015 - 2016
2017 - 2018
After 2018
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .
Interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delta pension plan contributions . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition earn-out payments . . . . . . . . . . . . . .
Unconditional purchase commitments . . . . . . . .
$ 459.9
189.0
181.1
118.5
11.4
88.4
$
0.2
29.9
18.1
27.5
2.7
88.0
$
0.5
59.7
36.2
40.0
4.0
0.4
Total contractual cash obligations . . . . . . . . . . . .
$1,048.3
$166.4
$140.8
$ —
59.6
36.2
22.1
—
—
$117.9
$459.2
39.8
90.6
28.9
4.7
—
$623.2
Long-term debt mainly consisted of $450.0 million principal amount of senior unsecured notes. At
December 28, 2013, we had no outstanding borrowings under our bank revolving credit agreement.
Obligations under these agreements may be accelerated in event of non-compliance with debt
covenants. The Delta pension plan contributions are related to the current cash funding commitments
to the plan with the plan’s trustees. Operating leases relate mainly to various production and office
facilities and are in the normal course of business.
Acquisition earn-out payments relate to anticipated payments to the prior owners of PMG and
Locker, as a portion of the consideration paid for these entities is contingent in nature. The earn-out
arrangements generally relate to the meeting of certain profitability targets. Locker’s target period ends
in February 2015 and PMG’s ends in December 2017.
Unconditional purchase commitments relate to purchase orders for zinc, aluminum and steel, all of
which we plan to use in 2014, and certain capital investments planned for 2014. We believe the
quantities under contract are reasonable in light of normal fluctuations in business levels and we expect
to use the commodities under contract during the contract period.
At December 28, 2013, we had approximately $43.9 million of various long-term liabilities related
to certain income tax, environmental and other matters. These items are not scheduled above because
we are unable to make a reasonably reliable estimate as to the timing of any potential payments.
OFF BALANCE SHEET ARRANGEMENTS
We have operating lease obligations to unaffiliated parties on leases of certain production and
office facilities and equipment. These leases are in the normal course of business and generally contain
no substantial obligations for us at the end of the lease contracts. We also maintain standby letters of
credit for contract performance on certain sales contracts.
MARKET RISK
Changes in Prices
Certain key materials we use are commodities traded in worldwide markets and are subject to
fluctuations in price. The most significant materials are steel, aluminum, zinc and natural gas. Over the
last several years, prices for these commodities have been volatile. The volatility in these prices was due
to such factors as fluctuations in supply and demand conditions, government tariffs and the costs of
steel-making inputs. We have also experienced volatility in natural gas prices in the past several years.
Our main strategies in managing these risks are a combination of fixed price purchase contracts with
our vendors to reduce the volatility in our purchase prices and sales price increases where possible. We
use natural gas swap contracts on a limited basis to mitigate the impact of rising gas prices on our
operating income.
38
Risk Management
Market Risk—The principal market risks affecting us are exposure to interest rates, foreign
currency exchange rates and natural gas. We normally do not use derivative financial instruments to
hedge these exposures (except as described below), nor do we use derivatives for trading purposes.
Interest Rates—Our interest-bearing debt at December 28, 2013 was mostly fixed rate debt. Our
notes payable and a small portion of our long-term debt accrue interest at a variable rate. Assuming
average interest rates and borrowings on variable rate debt, a hypothetical 10% change in interest rates
would have affected our interest expense in 2013 and 2012 by approximately $0.2 million and
$0.1 million, respectively. Likewise, we have excess cash balances on deposit in interest-bearing
accounts in financial institutions. An increase or decrease in interest rates of ten basis points would
have impacted our annual interest earnings in 2013 by approximately $0.4 million.
Foreign Exchange—Exposures to transactions denominated in a currency other than the entity’s
functional currency are not material, and therefore the potential exchange losses in future earnings, fair
value and cash flows from these transactions are not material. From time to time, as market conditions
indicate, we will enter into foreign currency contracts to manage the risks associated with anticipated
future transactions and current balance sheet positions that are in currencies other than the functional
currencies of our operations. At December 28, 2013, the Company had open foreign currency forward
contracts related to a large sales contract that will be settled in Canadian dollars. The notional amount
of the open forward contracts to sell Canadian dollars is $28,032 and will be settled by the end of
March 2014. Much of our cash in non-U.S. entities is denominated in foreign currencies, where
fluctuations in exchange rates will impact our cash balances in U.S. dollar terms. A hypothetical 10%
change in the value of the U.S. dollar would impact our reported cash balance by approximately
$32.7 million in 2013 and $32.4 million in 2012.
We manage our investment risk in foreign operations by borrowing in the functional currencies of
the foreign entities where appropriate. The following table indicates the change in the recorded value
of our most significant investments at year-end assuming a hypothetical 10% change in the value of the
U.S. Dollar.
Australian dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chinese renminbi
Canadian dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazilian real
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.K. pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24.0
14.9
8.1
5.7
3.2
3.5
$27.3
13.9
8.8
6.8
3.3
2.3
2013
2012
(in millions)
Commodity risk—Natural gas is a significant commodity used in our factories, especially in our
Coatings segment galvanizing operations, where natural gas is used to heat tanks that enable the
hot-dipped galvanizing process. Natural gas prices are volatile and we mitigate some of this volatility
through the use of derivative commodity instruments. Our current policy is to manage this commodity
price risk for 0-50% of our U.S. natural gas requirements for the upcoming 6-12 months through the
purchase of natural gas swaps based on NYMEX futures prices for delivery in the month being hedged.
The objective of this policy is to mitigate the impact on our earnings of sudden, significant increases in
the price of natural gas. At December 28, 2013, we have open natural gas swaps for 120,000 MMBtu.
CRITICAL ACCOUNTING POLICIES
The following accounting policies involve judgments and estimates used in preparation of the
consolidated financial statements. There is a substantial amount of management judgment used in
39
preparing financial statements. We must make estimates on a number of items, such as provisions for
bad debts, warranties, contingencies, impairments of long-lived assets, and inventory obsolescence. We
base our estimates on our experience and on other assumptions that we believe are reasonable under
the circumstances. Further, we re-evaluate our estimates from time to time and as circumstances
change. Actual results may differ under different assumptions or conditions. The selection and
application of our critical accounting policies are discussed annually with our audit committee.
Allowance for Doubtful Accounts
In determining an allowance for accounts receivable that will not ultimately be collected in full, we
consider:
(cid:127) age of the accounts receivable
(cid:127) customer credit history
(cid:127) customer financial information
(cid:127) reasons for non-payment (product, service or billing issues).
If our customer’s financial condition was to deteriorate, resulting in an impaired ability to make
payment, additional allowances may be required.
Warranties
All of our businesses must meet certain product quality and performance criteria. We rely on
historical product claims data to estimate the cost of product warranties at the time revenue is
recognized. In determining the accrual for the estimated cost of warranty claims, we consider our
experience with:
(cid:127) costs to correct the product problem in the field, including labor costs
(cid:127) costs for replacement parts
(cid:127) other direct costs associated with warranty claims
(cid:127) the number of product units subject to warranty claims
In addition to known claims or warranty issues, we estimate future claims on recent sales. The key
assumptions in our estimates are the rates we apply to those recent sales (which is based on historical
claims experience) and our expected future warranty costs for products that are covered under warranty
for an extended period of time. Our provision for various product warranties was approximately
$20.7 million at December 28, 2013. If our estimate changed by 50%, the impact on operating income
would be approximately $10.4 million. If our cost to repair a product or the number of products subject
to warranty claims is greater than we estimated, then we would have to increase our accrued cost for
warranty claims.
Inventories
We use the last-in first-out (LIFO) method to determine the value of approximately 43% of our
inventory. The remaining 57% of our inventory is valued on a first-in first-out (FIFO) basis. In periods
of rising costs to produce inventory, the LIFO method will result in lower profits than FIFO, because
higher more recent costs are recorded to cost of goods sold than under the FIFO method. Conversely,
in periods of falling costs to produce inventory, the LIFO method will result in higher profits than the
FIFO method.
In 2013 and 2012, we experienced lower costs to produce inventory than in the prior year, due
mainly to lower cost for steel and steel-related products. This resulted in lower cost of goods sold (and
40
higher operating income) in 2013 and 2012 of approximately $0.6 million and $3.7 million, respectively,
than had our entire inventory been valued on the FIFO method. In 2011, we experienced higher costs
compared to previous years and operating income was lower by approximately $7.0 million than had
our entire inventory been valued on the FIFO method.
We write down slow-moving and obsolete inventory by the difference between the value of the
inventory and our estimate of the reduced value based on potential future uses, the likelihood that
overstocked inventory will be sold and the expected selling prices of the inventory. If our ability to
realize value on slow-moving or obsolete inventory is less favorable than assumed, additional inventory
write downs may be required.
Depreciation, Amortization and Impairment of Long-Lived Assets
Our long-lived assets consist primarily of property, plant and equipment, goodwill and intangible
assets acquired in business acquisitions. We have assigned useful lives to our property, plant and
equipment and certain intangible assets ranging from 3 to 40 years. In 2013, we determined that the
property, plant and equipment in our EMD operation was impaired. The impairment was due to
continued global oversupply of global manganese dioxide in the market, increased price competition
and increasing input costs. In addition, a major customer advised us that its purchases of EMD in 2014
would be substantially below prior years. As future prospects for the operation were not as favorable as
the past, the company undertook an impairment review in the fourth quarter of 2013, which resulted in
the $12.2 million impairment.
We identified twelve reporting units for purposes of evaluating goodwill and we annually evaluate
our reporting units for goodwill impairment during the third fiscal quarter, which usually coincides with
our strategic planning process. We assess the value of our reporting units using after-tax cash flows
from operations (less capital expenses) discounted to present value and as a multiple of earnings before
interest, taxes, depreciation and amortization (EBITDA). The key assumptions in the discounted cash
flow analysis are the discount rate and the projected cash flows. We also use sensitivity analysis to
determine the impact of changes in discount rates and cash flow forecasts on the valuation of the
reporting units. As allowed for under current accounting standards, we rely on our previous valuations
for the annual impairment testing provided that the following criteria for each reporting unit are met:
(1) the assets and liabilities that make up the reporting unit have not changed significantly since the
most recent fair value determination and (2) the most recent fair value determination resulted in an
amount that exceeded the carrying amount of the reporting unit by a substantial margin.
The valuation of our reporting units exceeded their respective carrying values. Accordingly, no
further valuation of our reporting units was necessary. If our assumptions on discount rates and future
cash flows change as a result of events or circumstances, and we believe these assets may have declined
in value, then we may record impairment charges, resulting in lower profits. Our reporting units are all
cyclical and their sales and profitability may fluctuate from year to year. In the evaluation of our
reporting units, we look at the long-term prospects for the reporting unit and recognize that current
performance may not be the best indicator of future prospects or value, which requires management
judgment.
Our indefinite-lived intangible assets consist of trade names. We assess the values of these assets
apart from goodwill as part of the annual impairment testing. We use the relief-from-royalty method to
evaluate our trade names, under which the value of a trade name is determined based on a royalty that
could be charged to a third party for using the trade name in question. The royalty, which is based on
a reasonable rate applied against estimated future sales, is tax-effected and discounted to present value.
The most significant assumptions in this evaluation include estimated future sales, the royalty rate and
the after-tax discount rate. For our evaluation purposes, the royalty rates used vary between 0.5% and
1.5% of sales and the after-tax discount rate of 16% to 17%, which we estimate to be the after-tax cost
41
of capital for such assets. The Company’s trade names were tested for impairment in the third quarter
of 2013 and 2012 and the Company determined that the value of its trade names were not impaired. In
2011, the Company determined the PiRod and Industrial Galvanizers of America trade names were
impaired, which resulted in a write down of $3.8 million.
Income Taxes
We record valuation allowances to reduce our deferred tax assets to amounts that are more likely
than not to be realized. We consider future taxable income expectations and tax-planning strategies in
assessing the need for the valuation allowance. If we estimate a deferred tax asset is not likely to be
fully realized in the future, a valuation allowance to decrease the amount of the deferred tax asset
would decrease net earnings in the period the determination was made. Likewise, if we subsequently
determine that we are able to realize all or part of a net deferred tax asset in the future, an adjustment
reducing the valuation allowance would increase net earnings in the period such determination was
made.
At December 28, 2013, we had approximately $146.5 million in deferred tax assets relating to tax
credits and loss carryforwards, with a valuation allowance of $107.8 million. As a result of a legal entity
restructuring within the Delta group in fiscal 2011, we released of a portion of valuation allowances
previously established. Prior to the legal entity restructuring, because these tax losses were generated in
the U.K. and Delta had no operations or future income taxable in the U.K., Delta historically did not
establish a value on its financial statements for deferred tax assets associated with net operating losses
and book and tax basis differences in its pension plan liability. Also, at December 28, 2013,
$100.1 million in valuation allowances remain in the Delta entities related to capital loss carryforwards,
which are unlikely ever to be realized. If circumstances related to our deferred tax assets change in the
future, we may be required to increase or decrease the valuation allowance on these assets, resulting in
an increase or decrease in income tax expense and a reduction or increase in net income.
During 2013 we recorded $1.3 million in income tax expense on $8.6 million of undistributed
earnings of foreign subsidiaries which we determined are not permanently invested. Foreign subsidiaries
not considered permanently invested had total cash of $17.2 million at December 28, 2013. We have
not made any U.S. income tax provision in our financial statements for $644.3 million of undistributed
earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Foreign subsidiaries
considered permanently invested had total cash of $366.8 million at December 28, 2013. If
circumstances change and we determine that we are not permanently invested, we would need to
record an income tax expense on our financial statements for the resulting income tax that would be
paid upon repatriation. The amount of that income tax would depend on how much of those earnings
were repatriated and the related timing but could range from a low of $49.8 million to a high of
$138.3 million.
We are subject to examination by taxing authorities in the various countries in which we operate.
The tax years subject to examination vary by jurisdiction. We regularly consider the likelihood of
additional income tax assessments in each of these taxing jurisdictions based on our experiences related
to prior audits and our understanding of the facts and circumstances of the related tax issues. We
include in current income tax expense any changes to accruals for potential tax deficiencies. If our
judgments related to tax deficiencies differ from our actual experience, our income tax expense could
increase or decrease in a given fiscal period.
Pension Benefits
Delta Ltd. maintains a defined benefit pension plan for qualifying employees in the United
Kingdom. There are no active employees as members in the plan. Independent actuaries assist in
properly measuring the liabilities and expenses associated with accounting for pension benefits to
42
eligible employees. In order to use actuarial methods to value the liabilities and expenses, we must
make several assumptions. The critical assumptions used to measure pension obligations and expenses
are the discount rate and expected rate of return on pension assets.
We evaluate our critical assumptions at least annually. Key assumptions are based on the following
factors:
(cid:127) Discount rate is based on the yields available on AA-rated corporate bonds with durational
periods similar to that of the pension liabilities.
(cid:127) 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.
(cid:127) 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.
The following tables present the key assumptions used to measure pension expense for 2014 and the
estimated impact on 2014 pension expense relative to a change in those assumptions:
Assumptions
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inflation—CPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inflation—RPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumptions In Millions of Dollars
Pension
4.45%
5.50%
2.70%
3.60%
Increase
in Pension
Expense
0.50% decrease in discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.50% decrease in expected return on plan assets . . . . . . . . . . . . . . . . . .
0.50% increase in inflation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1.0
$2.5
$2.5
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required is included under the captioned paragraph, ‘‘Risk Management’’ on
page 34 of this report.
43
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the Company and its subsidiaries are included
herein as listed below:
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Earnings—Three-Year Period Ended December 28, 2013 . . . . . . .
Consolidated Statements of Comprehensive Income—Three-Year Period Ended December 28,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets—December 28, 2013 and December 29, 2012 . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows—Three-Year Period Ended December 28, 2013 . . . . . .
Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 28,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements—Three-Year Period Ended December 28, 2013 . .
Page
45
46
47
48
49
50
51
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Valmont Industries, Inc.
Omaha, Nebraska
We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and
subsidiaries (the ‘‘Company’’) as of December 28, 2013 and December 29, 2012, and the related
consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for
each of the three fiscal years in the period ended December 28, 2013. Our audits also included the
financial statement schedule listed in the Index at Item 15. These financial statements and financial
statement schedule are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of Valmont Industries, Inc. and subsidiaries as of December 28, 2013 and
December 29, 2012, and the results of their operations and their cash flows for each of the three fiscal
years in the period ended December 28, 2013, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial reporting as of
December 28, 2013, based on the criteria established in Internal Control—Integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 25, 2014 expressed an unqualified opinion on the Company’s internal control over
financial reporting.
/s/ DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 25, 2014
45
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
Product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,976,359
327,852
$2,721,512
308,029
$2,353,470
308,010
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,304,211
2,144,942
214,041
3,029,541
2,032,030
195,055
2,661,480
1,788,908
205,762
Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,358,983
2,227,085
1,994,670
2013
2012
2011
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expenses):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
945,228
472,159
473,069
(32,502)
6,477
2,373
(23,652)
802,456
420,160
382,296
(31,625)
8,272
347
(23,006)
666,810
403,500
263,310
(36,175)
9,265
(2,643)
(29,553)
Earnings before income taxes and equity in earnings of
nonconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .
449,417
359,290
233,757
Income tax expense (benefit):
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings before equity in earnings of nonconsolidated
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of nonconsolidated subsidiaries . . . . . . . . . . .
Loss from deconsolidation of subsidiary . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Earnings attributable to noncontrolling interests . . . . . . . .
167,922
(10,141)
157,781
291,636
835
(12,011)
280,460
(1,971)
122,782
3,720
126,502
232,788
6,128
—
238,916
(4,844)
89,552
(84,962)
4,590
229,167
8,059
—
237,226
(8,918)
Net earnings attributable to Valmont Industries, Inc.
. . . . . . .
$ 278,489
$ 234,072
$ 228,308
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per share . . . . . . . . . . . . . . . . . . . . . .
$
$
$
10.45
10.35
0.975
$
$
$
8.84
8.75
0.855
$
$
$
8.67
8.60
0.705
See accompanying notes to consolidated financial statements.
46
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three-year period ended December 28, 2013
(Dollars in thousands)
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$280,460
$238,916
$237,226
2013
2012
2011
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period . . . . . . . . .
Realized loss on sale of foreign entity investment included in
other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized loss on deconsolidation of subsidiary . . . . . . . . . . . . .
Unrealized loss on cash flow hedge:
Loss arising during the period . . . . . . . . . . . . . . . . . . . . . . . .
Amortization cost included in interest expense . . . . . . . . . . . .
(71,698)
15,741
(21,976)
5,194
8,559
—
—
1,446
—
(57,945)
15,741
(20,530)
—
400
400
—
400
400
(3,568)
233
(3,335)
Actuarial gain (loss) in defined benefit pension plan liability, net
of tax expense (benefit) of ($10,143) in 2013, ($12,377) in
2012, and $8,697 in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41,282)
(35,020)
22,365
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . .
(98,827)
(18,879)
(1,500)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income attributable to noncontrolling interests . . . .
181,633
(9,174)
220,037
(6,079)
235,726
(7,011)
Comprehensive income attributable to Valmont Industries, Inc.
. . . . .
$172,459
$213,958
$228,715
See accompanying notes to consolidated financial statements.
47
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 28, 2013 and December 29, 2012
(Dollars in thousands, except shares and per share amounts)
2013
2012
Current assets:
ASSETS
Cash and cash equivalents
Receivables, less allowance for doubtful receivables of $10,369 in 2013 and $7,898 in
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Refundable and deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 613,706
$ 414,129
515,440
380,000
22,997
65,697
515,902
412,384
25,144
58,381
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,597,840
1,425,940
Property, plant and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,017,126
482,916
Net property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets
534,210
349,632
170,917
123,895
994,774
482,162
512,612
330,791
172,270
126,938
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,776,494
$2,568,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable to banks
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total current liabilities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 18)
Shareholders’ equity:
Preferred stock of $1 par value
202
19,024
216,121
122,967
71,560
6,706
436,580
78,924
470,907
154,397
39,109
51,731
$
224
13,375
212,424
101,905
78,503
6,002
412,433
88,300
472,593
112,043
31,920
44,252
Authorized 500,000 shares; none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common stock of $1 par value
Authorized 75,000,000 shares; issued 27,900,000 shares . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of treasury stock, common shares of 1,075,039 in 2013 and 1,225,836 in 2012 . . . . .
27,900
—
1,562,670
(47,685)
(20,860)
27,900
—
1,300,529
43,938
(22,455)
Total Valmont Industries, Inc. shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . .
1,522,025
1,349,912
Noncontrolling interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,821
57,098
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,544,846
1,407,010
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,776,494
$2,568,551
See accompanying notes to consolidated financial statements.
48
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three-year period ended December 28, 2013
(Dollars in thousands)
2013
2012
2011
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash flows from operations:
$ 280,460
$ 238,916
$ 237,226
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deconsolidation of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit pension plan expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution to defined benefit pension plan . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale of property, plant and equipment . . . . . . . . . . . . . . . . . .
Equity in earnings in nonconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities (net of the effect from acquisitions):
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable (refundable)
77,436
12,011
12,161
6,513
6,569
(17,619)
(4,318)
(835)
(10,141)
(12,708)
13,431
4,115
12,448
21,698
(1,474)
(3,305)
70,218
—
—
5,829
4,281
(11,591)
321
(6,128)
3,720
(84,890)
(13,613)
1,243
(6,249)
20,640
(4,350)
(21,250)
74,560
—
—
5,931
5,449
(11,860)
693
(8,059)
(84,962)
(17,430)
(118,866)
(4,042)
42,637
11,845
(5,881)
22,430
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . .
396,442
197,097
149,671
Cash flows from investing activities:
Purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net
(106,753)
(63,152)
37,582
602
(97,074)
(45,687)
6,025
44
(83,069)
(1,539)
3,706
(3,161)
Net cash flows from investing activities . . . . . . . . . . . . . . . . . . . . . . . .
(131,721)
(136,692)
(84,063)
Cash flows from financing activities:
Net borrowings under short-term agreements
. . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . .
Cash decrease due to deconsolidation of subsidiary . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of partial ownership interest . . . . . . . . . . . . . . . . . . . . . . .
Settlement of financial derivative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercises under stock plans
Excess tax benefits from stock option exercises
. . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of common treasury shares—stock plan exercises . . . . . . . . . . . . . . . .
5,510
274
(591)
(11,615)
(25,414)
(1,767)
(9,324)
—
—
—
16,348
5,306
—
(16,107)
1,828
39,126
(39,564)
—
(21,520)
(1,944)
—
1,404
—
(1,747)
21,827
5,494
—
(21,259)
2,698
277,832
(271,245)
—
(18,227)
(4,958)
(25,253)
—
(3,568)
(1,339)
20,008
3,033
(4,802)
(20,090)
Net cash flows from financing activities . . . . . . . . . . . . . . . . . . . . . . . .
(37,380)
(16,355)
(45,911)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . .
(27,764)
7,185
(3,707)
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents—beginning of year
199,577
414,129
51,235
362,894
15,990
346,904
Cash and cash equivalents—end of year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 613,706
$ 414,129
$ 362,894
See accompanying notes to consolidated financial statements.
49
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three-year period ended December 28, 2013
(Dollars in thousands, except shares and per share amounts)
Balance at December 25, 2010 . . . .
Net earnings
. . . . . . . . . . . . . . .
Other comprehensive income (loss) .
Cash dividends declared ($0.705 per
share) . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interests
Purchase of noncontrolling interest .
Other changes in noncontrolling
interest
. . . . . . . . . . . . . . . . .
Purchase of 53,847 treasury shares . .
Stock plan exercises; 184,639 shares
acquired . . . . . . . . . . . . . . . . .
Stock options exercised; 306,218
shares issued . . . . . . . . . . . . . .
Tax benefit from stock option
exercises
. . . . . . . . . . . . . . . .
Stock option expense . . . . . . . . . .
Stock awards; 23,968 shares issued .
Balance at December 31, 2011 . . . .
Net earnings
. . . . . . . . . . . . . . .
Other comprehensive income (loss) .
Cash dividends declared ($0.855 per
share) . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interests
Sale of partial ownership interest
. .
Stock plan exercises; 174,943 shares
acquired . . . . . . . . . . . . . . . . .
Stock options exercised; 341,090
shares issued . . . . . . . . . . . . . .
Tax benefit from stock option
exercises
. . . . . . . . . . . . . . . .
Stock option expense . . . . . . . . . .
Stock awards; 20,998 issued . . . . . .
Balance at December 29, 2012 . . . .
Net earnings
. . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . .
Cash dividends declared ($0.975 per
share) . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interests
Acquisition of Locker . . . . . . . . . .
Purchase of noncontrolling interests .
Deconsolidation of subsidiary . . . . .
Stock plan exercises; 103,023 shares
acquired . . . . . . . . . . . . . . . . .
Stock options exercised; 216,105
shares issued . . . . . . . . . . . . . .
Tax benefit from stock option
exercises
. . . . . . . . . . . . . . . .
Stock option expense . . . . . . . . . .
Stock awards; 33,721 shares issued .
Additional
paid-in
capital
Accumulated
other
Retained comprehensive Treasury
income (loss)
earnings
stock
Noncontrolling
interest in
consolidated
subsidiaries
$
— $ 850,269
228,308
—
—
—
$ 63,645
—
407
$(25,922)
—
—
$ 94,235
8,918
(1,907)
Total
shareholders’
equity
$1,010,127
237,226
(1,500)
Common
stock
$27,900
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16,592
(18,642)
—
—
—
—
—
—
—
—
(25,556)
19,763
3,033
5,623
308
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,802)
(20,090)
25,801
—
—
325
27,900
—
—
— 1,079,698
234,072
—
—
—
64,052
—
(20,114)
(24,688)
—
—
—
—
—
—
—
—
—
—
—
—
(610)
—
(22,756)
—
—
—
(10,713)
9,515
5,494
4,934
895
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(21,259)
23,025
—
—
467
27,900
—
—
— 1,300,529
278,489
—
—
—
43,938
—
(91,623)
(22,455)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,038)
—
(26,118)
—
—
—
—
—
—
(9,781)
9,770
5,306
5,194
1,319
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(16,107)
16,359
—
—
1,343
—
(4,958)
(41,845)
(3,494)
—
—
—
—
—
—
50,949
4,844
1,235
—
(1,944)
2,014
—
—
—
—
—
57,098
1,971
(7,204)
—
(1,767)
325
(7,286)
(20,316)
—
—
—
—
—
(18,642)
(4,958)
(25,253)
(3,494)
(4,802)
(20,090)
20,008
3,033
5,623
633
1,197,911
238,916
(18,879)
(22,756)
(1,944)
1,404
(21,259)
21,827
5,494
4,934
1,362
1,407,010
280,460
(98,827)
(26,118)
(1,767)
325
(9,324)
(20,316)
(16,107)
16,348
5,306
5,194
2,662
Balance at December 28, 2013 . . . .
$27,900
$
— $1,562,670
$(47,685)
$(20,860)
$ 22,821
$1,544,846
See accompanying notes to consolidated financial statements.
50
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Valmont Industries, Inc. and its
wholly and majority-owned subsidiaries (the Company). The investment in Delta EMD Pty. Ltd
(‘‘EMD’’) was recorded at fair value subsequent to its deconsolidation. Investments in other 20% to
50% owned affiliates and joint ventures are accounted for by the equity method. Investments in less
than 20% owned affiliates are accounted for by the cost method. All significant intercompany items
have been eliminated.
Cash overdrafts
Cash book overdrafts totaling $21,713 and $23,321 were classified as accounts payable at
December 28, 2013 and December 29, 2012, respectively. The Company’s policy is to report the change
in book overdrafts as an operating activity in the Consolidated Statements of Cash Flows.
Segments
The Company has four reportable segments based on its management structure. Each segment is
global in nature with a manager responsible for segment operational performance and allocation of
capital within the segment. Reportable segments are as follows:
ENGINEERED INFRASTRUCTURE PRODUCTS: This segment consists of the manufacture
of engineered metal structures and components for the global lighting and traffic, wireless
communication, roadway safety and access systems applications;
UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered
steel and concrete structures for the global utility industry;
COATINGS: This segment consists of galvanizing, anodizing and powder coating services on a
global basis; and
IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and
related parts and services for the global agricultural industry.
In addition to these four reportable segments, there are other businesses and activities that
individually are not more than 10% of consolidated sales. These operations include the manufacture of
forged steel grinding media for the mining industry, tubular products for industrial customers,
electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners.
These operations collectively are reported in the ‘‘Other’’ category.
Fiscal Year
The Company operates on a 52 or 53 week fiscal year with each year ending on the last Saturday
in December. Accordingly, the Company’s fiscal years ended December 28, 2013 and December 29,
2012 consisted of 52 weeks. The Company’s fiscal year ended December 31, 2011 consisted of
53 weeks. The estimated impact on the company’s results of operations due to the extra week in fiscal
51
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2011 was additional net sales of approximately $50,000 and additional net earnings of approximately
$3,000.
Accounts Receivable
Accounts receivable are reported on the balance sheet net of any allowance for doubtful accounts.
Allowances are maintained in amounts considered to be appropriate in relation to the outstanding
receivables based on age of the receivable, economic conditions and customer credit quality.
Inventories
Approximately 43% and 43% of inventory is valued at the lower of cost, determined on the last-in,
first-out (LIFO) method, or market as of December 28, 2013 and December 29, 2012, respectively. All
other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or
market. Finished goods and manufactured goods inventories include the costs of acquired raw materials
and related factory labor and overhead charges required to convert raw materials to manufactured and
finished goods. The excess of replacement cost of inventories over the LIFO value is approximately
$45,204 and $45,822 at December 28, 2013 and December 29, 2012, respectively.
Long-Lived Assets
Property, plant and equipment are recorded at historical cost. The Company generally uses the
straight-line method in computing depreciation and amortization for financial reporting purposes and
accelerated methods for income tax purposes. The annual provisions for depreciation and amortization
have been computed principally in accordance with the following ranges of asset lives: buildings and
improvements 15 to 40 years, machinery and equipment 3 to 12 years, transportation equipment 3 to
24 years, office furniture and equipment 3 to 7 years and intangible assets 5 to 20 years. Depreciation
expense in fiscal 2013, 2012 and 2011 was $62,291, $55,559 and $54,352, respectively.
An impairment loss is recognized if the carrying amount of an asset may not be recoverable and
exceeds estimated future undiscounted cash flows of the asset. A recognized impairment loss reduces
the carrying amount of the asset to its fair value. In November 2013, it was determined that the
carrying amount of certain fixed assets of Delta EMD, Ltd. were not recoverable and an impairment
loss of $12,161 was recorded to reduce the carrying amount of the fixed assets to fair value. The
impairment was a result of continued global oversupply of global manganese dioxide in the market,
increased price competition and increasing input costs. In addition, a major customer advised us that its
purchases of EMD in 2014 would be substantially below prior years. This charge was recorded in
Product Cost of Sales in the Consolidated Statements of Earnings.
The Company evaluates its reporting units for impairment of goodwill during the third fiscal
quarter of each year. Reporting units are evaluated using after-tax operating cash flows (less capital
expenditures) discounted to present value. Indefinite-lived intangible assets are assessed separately from
goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the underlying
assumptions related to the valuation of a reporting unit’s goodwill or an indefinite-lived intangible asset
change materially before or after the annual impairment testing, the reporting unit or asset is evaluated
52
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
for potential impairment. In these evaluations, management considers recent operating performance,
expected future performance, industry conditions and other indicators of potential impairment. In fiscal
2011, upon evaluation of future uses of its trade names, the Company recorded impairment in the
aggregate of $3,779 in selling, general and administrative expenses.
Income Taxes
The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax
assets and liabilities are recognized on temporary differences between financial statement and tax bases
of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets
and liabilities is recognized in income during the period that includes the enactment date.
Warranties
The Company’s provision for product warranty reflects management’s best estimate of probable
liability under its product warranties. Estimated future warranty costs are recorded at the time a sale is
recognized. Future warranty liability is determined based on applying historical claim rate experience to
units sold that are still within the warranty period. In addition, the Company records provisions for
known warranty claims.
Pension Benefits
Certain expenses are incurred in connection with a defined benefit pension plan. In order to
measure expense and the related benefit obligation, various assumptions are made including discount
rates used to value the obligation, expected return on plan assets used to fund these expenses and
estimated future inflation rates. These assumptions are based on historical experience as well as current
facts and circumstances. An actuarial analysis is used to measure the expense and liability associated
with pension benefits.
Derivative Instrument
The Company may enter into derivative financial instruments to manage risk associated with
fluctuation in interest rates, foreign currency rates or commodities. Where applicable, the Company
may elect to account for such derivatives as either a cash flow or fair value hedge.
Comprehensive Income
Comprehensive income includes net income, currency translation adjustments, certain derivative-
related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for
foreign subsidiaries are translated using the average exchange rates during the period. Assets and
53
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
liabilities are translated at the exchange rates in effect on the balance sheet dates. The components of
accumulated other comprehensive income (loss) consisted of the following:
Foreign
Currency
Translation
Adjustments
Unrealized
Loss on Cash
Flow Hedge
Defined
Benefit
Pension Plan
Accumulated
Other
Comprehensive
Income
Balance at December 29, 2012 . . . . . . . . . . . . . .
Current-period comprehensive income . . . . . . . .
$ 30,576
(50,741)
$(2,935)
400
$ 16,297
(41,282)
$ 43,938
(91,623)
Balance at December 28, 2013 . . . . . . . . . . . . . .
$(20,165)
$(2,535)
$(24,985)
$(47,685)
Revenue Recognition
Revenue is recognized upon shipment of the product or delivery of the service to the customer,
which coincides with passage of title and risk of loss to the customer. Customer acceptance provisions
exist only in the design stage of our products. Acceptance of the design by the customer is required
before the product is manufactured and delivered to the customer. We are not entitled to any
compensation solely based on design of the product and we do not recognize any revenue associated
with the design stage. No general rights of return exist for customers once the product has been
delivered. Shipping and handling costs associated with sales are recorded as cost of goods sold. Sales
discounts and rebates are estimated based on past experience and are recorded as a reduction of net
sales in the period in which the sale is recognized. Service revenues predominantly consist of coatings
services provided by our Coatings segment to its customers.
Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities, the reported amounts of revenue and expenses and the disclosure of
contingent assets and liabilities to prepare these financial statements in conformity with generally
accepted accounting principles. Actual results could differ from those estimates.
Equity Method Investments
The Company has equity method investments in non-consolidated subsidiaries which are recorded
within ‘‘Other assets’’ on the Consolidated Balance Sheet. In February 2013, the Company sold its
nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the
business for approximately $29,250. The profit on the sale was not significant, which included the
recognition of $5,194 in currency translation adjustments previously recorded as part of ‘‘Accumulated
other comprehensive income’’ on the Consolidated Balance Sheet. The Company also recognized
certain deferred tax benefits of approximately $3,200 associated with the sale in the first quarter of
2013.
54
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Treasury Stock
Repurchased shares are recorded as ‘‘Treasury Stock’’ and result in a reduction of ‘‘Shareholders’
Equity.’’ When treasury shares are reissued, the Company uses the last-in, first-out method, and the
difference between the repurchase cost and re-issuance price is charged or credited to ‘‘Additional
Paid-In Capital.’’
Research and Development
Research and development costs are charged to operations in the year incurred. These costs are a
component of ‘‘Selling, general and administrative expenses’’ on the Consolidated Statements of
Earnings. Research and development expenses were approximately $10,200 in 2013, $7,100 in 2012, and
$6,200 in 2011.
Subsequent Events
The Company has evaluated all subsequent events requiring recognition after December 28, 2013
and did not identify any subsequent events that require disclosure.
Recently Issued Accounting Pronouncements
On February 5, 2013, the FASB issued Accounting Standards Update 2013-02, Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds additional disclosure
requirements for items reclassified out of accumulated other comprehensive income. This guidance was
adopted in fiscal 2013 and it did not have a significant effect on the Company’s financial position,
results of operations or cash flows.
(2) ACQUISITIONS AND DECONSOLIDATION
Acquisitions of Businesses
On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group
Holdings Pty. Ltd. (‘‘Locker’’). Locker is a manufacturer of perforated and expanded metal for the
non-residential market, industrial flooring and handrails for the access systems market, and screening
media for applications in the industrial and mining sectors in Australia and Asia. The purchase price
paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of
$7,911 additional purchase price may be paid to the sellers upon the achievement of certain gross profit
and inventory targets over the next two years. The Company determined the present value of the
potential additional purchase price at February 5, 2013 to be $7,178. The acquisition, which was funded
by cash held by the Company, was completed to expand our product offering and sales coverage for
access systems and related products in the Asia Pacific region and is part of the Engineered
Infrastructure Products segment.
55
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(2) ACQUISITIONS AND DECONSOLIDATION (Continued)
The following table summarizes the fair values of the assets acquired and liabilities assumed as of
the date of the Locker acquisition (goodwill is not deductible for tax purposes):
At February 5,
2013
Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Total fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$25,584
20,412
11,205
14,325
$71,526
9,595
483
677
325
Total fair value of liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . .
11,080
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$60,446
The Company’s Consolidated Statements of Earnings for the 52 weeks ended December 28, 2013
includes net sales and net earnings of $64,709 and $2,132, respectively, resulting from Locker’s
operations from February 5, 2013 to December 28, 2013.
Based on the fair value assessments, the Company allocated $11,205 of the purchase price to
acquired intangible assets. The following table summarizes the major classes of Locker acquired
intangible assets and the respective weighted-average amortization periods:
Trade Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software and Technology . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted
Average
Amortization
Period
(Years)
Indefinite
10.0
5.0
Amount
$ 4,116
6,042
1,047
Total Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,205
In December 2013, the Company purchased 100% of the outstanding shares of Armorflex
International Ltd. (‘‘Armorflex’’) for $10,000. Armorflex is a company holding proprietary intellectual
property for products serving the highway safety market. In the preliminary measurement of fair values
of assets acquired and liabilities assumed, we recorded goodwill of $6,864 and an aggregate of $3,792
for customer relationships, patented technology and other intangible assets. The fair value
measurements are not yet complete, due to final working capital calculations and certain income tax
measurements that have not been finalized. The Company expects these measurements to be completed
in the first quarter of 2014. The goodwill is not deductible for tax purposes. Armorflex is included in
56
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(2) ACQUISITIONS AND DECONSOLIDATION (Continued)
the Engineered Infrastructure Products segment and was acquired to expand the Company’s highway
safety product offerings in the Asia Pacific region. This acquisition did not have a significant effect on
the Company’s fiscal 2013 financial results.
On December 19, 2012, the Company acquired Pure Metal Galvanizing for $45,687 in cash, net of
cash acquired, plus assumed liabilities. In addition, the purchase price includes contingent consideration
with a fair value of $3,884 to be paid at the end of five years if certain earnings objectives are met over
the period. Pure Metal Galvanizing operates three custom galvanizing operations in Ontario, Canada.
In the purchase price allocation, goodwill of $12,676 and $14,066 of customer relationships, trade name
and other intangible assets was recorded. A portion of the goodwill is deductible for tax purposes. This
business is included in the Coatings segment and was acquired to expand the Company’s geographic
presence into the Canadian galvanizing market.
The Company’s Consolidated Statement of Earnings for the the fiscal year ended December 28,
2013 included net sales of $98,295 and net earnings of $4,666 resulting from the Locker, Armorflex and
Pure Metal acquisitions. The pro forma effect of these acquisitions on the fiscal 2012 Statement of
Earnings was as follows:
Fifty-two weeks
Ended
December 29,
2012
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share—diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,144,054
234,847
8.79
$
In 2011, the Company acquired 60% of an irrigation monitoring services company for $1,539. This
acquisition did not have a significant effect on the Company’s fiscal 2011 financial results.
Acquisitions of Noncontrolling Interests
In June 2011, the Company acquired the remaining 40% of Donhad Pty. Ltd. (‘‘Donhad’’) that it
did not own for $25,253. In October 2013, the Company acquired the remaining 40% of Valley
Irrigation South Africa Pty. Ltd. that it did not own for $9,324. As these transactions were acquisitions
of the remaining shares of a consolidated subsidiary with no change in control, they were recorded
within shareholders’ equity and as a financing cash flow in the Consolidated Statement of Cash Flows.
Deconsolidation
In December 2013, the Company’s ownership in Delta EMD, Ltd. (‘‘EMD’’), a consolidated
subsidiary located in South Africa, was reduced below 50% through a supplementary contribution of
1,500,000 shares to the Delta Pension Plan (‘‘DPP’’). The DPP is managed by independent trustees
whose fiduciary responsibility is to make decisions for the DPP based on the best interests of the
participants. The loss recognized on the deconsolidation of EMD was $12,011, or $0.45 per share,
which consisted of $8,559 realized losses on foreign currency translation adjustments previously
reported in shareholders’ equity and $3,452 in losses due to remeasurement of the remaining
57
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(2) ACQUISITIONS AND DECONSOLIDATION (Continued)
investment to fair value based on the market value of EMD shares, which are publicly traded on the
Johannesburg stock exchange (JSE:DTA). The Company made a fair value election with respect to its
remaining ownership interest in EMD and will report its investment at fair value going forward, using
the quoted market price of the EMD shares as fair value.
The net sales of EMD included in the Company’s Consolidated Statements of Earnings in 2013,
2012 and 2011 were $38,621, $44,290 and $50,387, respectively. The net earnings of EMD attributable
to the Company for the same years were a loss of $3,535 in 2013 and earnings of $1,043 and $3,707 in
2012 and 2011, respectively.
(3) CASH FLOW SUPPLEMENTARY INFORMATION
The Company considers all highly liquid temporary cash investments purchased with an original
maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for
interest and income taxes (net of refunds) were as follows:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 32,655
167,146
$ 31,276
137,121
$34,176
66,898
2013
2012
2011
(4) INVENTORIES
Inventories consisted of the following at December 28, 2013 and December 29, 2012:
Raw materials and purchased parts . . . . . . . . . . . . . . . . . . . .
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods and manufactured goods . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: LIFO reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
$179,576
27,294
218,334
425,204
45,204
$199,808
36,114
222,284
458,206
45,822
$380,000
$412,384
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consist of the following:
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
Office furniture and equipment . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
71,726
265,112
520,262
37,213
73,200
49,613
$ 73,713
254,171
519,212
37,205
72,728
37,745
2013
2012
$1,017,126
$994,774
58
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(5) PROPERTY, PLANT AND EQUIPMENT (Continued)
The Company leases certain facilities, machinery, computer equipment and transportation
equipment under operating leases with unexpired terms ranging from one to fifteen years. Rental
expense for operating leases amounted to $26,567, $24,645, and $22,775 for fiscal 2013, 2012, and 2011,
respectively.
Minimum lease payments under operating leases expiring subsequent to December 28, 2013 are:
Fiscal year ending
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsequent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 27,490
22,547
17,406
13,225
8,871
28,903
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$118,442
(6) GOODWILL AND INTANGIBLE ASSETS
The Company’s annual impairment testing of goodwill was performed during the third quarter of
2013. As a result of that testing, the Company determined that its goodwill was not impaired, as the
valuation of the reporting units exceeded their respective carrying values. The Company continues to
monitor changes in the global economy that could impact future operating results of its reporting units.
If such conditions arise, the Company will test a given reporting unit for impairment prior to the
annual test.
Amortized Intangible Assets
The components of amortized intangible assets at December 28, 2013 and December 29, 2012 were
as follows:
Customer Relationships . . . . . . . . . . . . . . . . . . .
Proprietary Software & Database . . . . . . . . . . . .
Patents & Proprietary Technology . . . . . . . . . . . .
Non-compete Agreements . . . . . . . . . . . . . . . . . .
As of December 28, 2013
Gross
Carrying
Amount
$177,495
3,896
11,334
1,620
Accumulated
Amortization
$76,024
2,896
7,239
1,438
$194,345
$87,597
Weighted
Average
Life
13 years
6 years
8 years
6 years
59
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(6) GOODWILL AND INTANGIBLE ASSETS (Continued)
Customer Relationships . . . . . . . . . . . . . . . . . . .
Proprietary Software & Database . . . . . . . . . . . .
Patents & Proprietary Technology . . . . . . . . . . . .
Non-compete Agreements . . . . . . . . . . . . . . . . . .
As of December 29, 2012
Gross
Carrying
Amount
$170,556
3,073
9,953
1,807
Accumulated
Amortization
$62,957
2,795
5,517
1,542
$185,389
$72,811
Weighted
Average
Life
13 years
6 years
8 years
6 years
Amortization expense for intangible assets was $15,233, $14,332, and $14,833 for the fiscal years
ended December 28, 2013, December 29, 2012 and December 31, 2011, respectively.
Estimated annual amortization expense related to finite-lived intangible assets is as follows:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated
Amortization
Expense
$15,724
14,817
14,252
14,212
12,491
The useful lives assigned to finite-lived intangible assets include consideration of factors such as
the Company’s past and expected experience related to customer retention rates, the remaining legal or
contractual life of the underlying arrangement that resulted in the recognition of the intangible asset
and the Company’s expected use of the intangible asset.
60
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(6) GOODWILL AND INTANGIBLE ASSETS (Continued)
Non-amortized intangible assets
Intangible assets with indefinite lives are not amortized. The carrying values of trade names at
December 28, 2013 and December 29, 2012 were as follows:
Webforge . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Newmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ingal EPS/Ingal Civil Products . . . . . . . . . . . . .
Donhad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pure Metal Galvanizing . . . . . . . . . . . . . . . . . .
PiRod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial Galvanizers . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 28,
2013
December 29,
2012
Year
Acquired
$17,787
11,111
9,387
7,082
1,888
1,750
4,117
11,047
$64,169
$17,411
11,111
9,189
6,932
2,022
1,750
4,030
7,247
$59,692
2010
2004
2010
2010
2012
2001
2010
The Company’s trade names were tested for impairment separately from goodwill in the third
quarter of 2013. The values of the trade names were determined using the relief-from-royalty method.
The Company determined that the value of its trade names were not impaired.
In its determination of these intangible assets as indefinite-lived, the Company considered such
factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive
factors that may impact the useful life or value of the intangible asset and the expected costs to
maintain the value of the intangible asset. The Company expects that these intangible assets will
maintain their value indefinitely. Accordingly, these assets are not amortized.
Goodwill
The carrying amount of goodwill by segment as of December 28, 2013 was as follows:
Engineered
Infrastructure
Products
Segment
Utility
Support
Structures
Segment
Coatings
Segment
Irrigation
Segment
Other
Total
Balance at December 29, 2012 . . . .
Acquisition . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . .
$155,185
21,189
(2,669)
1,737
$77,141
—
—
(1,737)
$77,053
—
9
—
$2,517
—
(97)
—
$18,895
—
409
—
$330,791
21,189
(2,348)
—
Balance at December 28, 2013 . . . .
$175,442
$75,404
$77,062
$2,420
$19,304
$349,632
The Company examined the goodwill assigned to its reporting units in the third quarter of 2013
and determined that the goodwill on its consolidated balance sheet at December 28, 2013 was not
impaired. The acquisition amount arose from the acquisitions of Locker and Armorflex. The other
61
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(6) GOODWILL AND INTANGIBLE ASSETS (Continued)
category relates to a minor component that was transferred from the Utility Support Structure segment
to the Engineered Infrastructure Products segment.
The carrying amount of goodwill by segment as of December 29, 2012 was as follows:
Engineered
Infrastructure
Products
Segment
Utility
Support
Structures
Segment
Coatings
Segment
Irrigation
Segment
Other
Total
Balance at December 31, 2011 . . . .
Impairment . . . . . . . . . . . . . . . . . .
Acquisition . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . .
$151,558
—
—
3,627
$64,820
$77,141
—
—
— 12,676
(443)
—
$2,576
—
—
(59)
$18,567
—
—
328
$314,662
—
12,676
3,453
Balance at December 29, 2012 . . . .
$155,185
$77,141
$77,053
$2,517
$18,895
$330,791
The acquisition amount arose from the acquisition of Pure Metal Galvanizing.
(7) BANK CREDIT ARRANGEMENTS
The Company maintains various lines of credit for short-term borrowings totaling $105,187 at
December 28, 2013. As of December 28, 2013, $18,144 was outstanding. The interest rates charged on
these lines of credit vary in relation to the banks’ costs of funds. The unused and available borrowings
under the lines of credit were $87,043 at December 28, 2013. The lines of credit can be modified at any
time at the option of the banks. The Company pays no fees in connection with these lines of credit. In
addition to the lines of credit, the Company also maintains other short-term bank loans. The weighted
average interest rate on short-term borrowings was 8.65% at December 28, 2013, and 7.18% at
December 29, 2012. Other notes payable of $880 and $573 were outstanding at December 28, 2013 and
December 29, 2012, respectively.
(8) INCOME TAXES
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries are as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$338,163
111,254
$248,840
110,450
$134,363
99,394
2013
2012
2011
$449,417
$359,290
$233,757
62
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(8) INCOME TAXES (Continued)
Income tax expense (benefit) consists of:
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$110,847
16,398
39,285
$ 81,000
10,342
32,294
$ 53,005
8,915
29,287
2013
2012
2011
Non-current: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
166,530
123,636
91,207
1,392
(854)
(1,655)
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,661)
(307)
(1,173)
(3,824)
(660)
8,204
(4,586)
(1,180)
(79,196)
(10,141)
3,720
(84,962)
$157,781
$126,502
$ 4,590
The reconciliations of the statutory federal income tax rate and the effective tax rate follows:
Statutory federal income tax rate . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of federal benefit . . . . . . . . . . . . . . .
Carryforwards, credits and changes in valuation allowances . .
Foreign tax rate differences . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in unrecognized tax benefits . . . . . . . . . . . . . . . . . .
Domestic production activities deduction . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
2011
35.0% 35.0% 35.0%
1.7
2.4
1.8
0.9
(2.5)
(2.4)
(0.2)
0.3
(2.3)
(2.1)
1.7
1.0
1.5
(27.7)
(2.7)
(0.7)
(2.3)
(1.1)
35.1% 35.2% 2.0%
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
63
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(8) INCOME TAXES (Continued)
purposes, and (b) operating loss and tax credit carryforwards. The tax effects of significant items
comprising the Company’s net deferred income tax liabilities are as follows:
2013
2012
Deferred income tax assets:
Accrued expenses and allowances . . . . . . . . . . . . . . . . . . .
Accrued insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits and loss carryforwards . . . . . . . . . . . . . . . . . .
Defined benefit pension liability . . . . . . . . . . . . . . . . . . . .
Inventory allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 17,038
1,508
146,473
30,879
3,938
6,552
51,413
$ 18,020
1,283
161,348
25,770
4,151
5,463
42,031
Gross deferred income tax assets . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
257,801
(107,767)
258,066
(120,979)
Net deferred income tax assets . . . . . . . . . . . . . . . . . . .
150,034
137,087
Deferred income tax liabilities:
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,657
57,787
7,206
35,756
60,134
11,198
Total deferred income tax liabilities . . . . . . . . . . . . . . . .
101,650
107,088
Net deferred income tax asset/(liability)
. . . . . . . . . . . .
$ 48,384
$ 29,999
Deferred income tax assets (liabilities) are presented as follows on the Consolidated Balance
Sheets:
Balance Sheet Caption
2013
2012
Refundable and deferred income taxes . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 57,344
69,964
(78,924)
$ 57,209
61,090
(88,300)
Net deferred income tax asset/(liability) . . . . . . . . . . . . . . . .
$ 48,384
$ 29,999
Management of the Company has reviewed recent operating results and projected future operating
results. The Company’s belief that realization of its net deferred tax assets is more likely than not is
based on, among other factors, changes in operations that have occurred in recent years and available
tax planning strategies. At December 28, 2013 and December 29, 2012 respectively, there were $146,473
and $161,348 relating to tax credits and loss carryforwards and $30,879 and $25,770 related to the
defined benefit pension obligation.
Valuation allowances have been established for certain losses that reduce deferred tax assets to an
amount that will, more likely than not, be realized. The deferred tax assets at December 28, 2013 that
64
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(8) INCOME TAXES (Continued)
are associated with tax loss and tax credit carryforwards not reduced by valuation allowances expire in
periods starting 2014 through 2028.
Uncertain tax positions included in other non-current liabilities are evaluated in a two-step process,
whereby (1) the Company determine whether it is more likely than not that the tax positions will be
sustained based on the technical merits of the position and (2) for those tax positions that meet the
more likely than not recognition threshold, the Company would recognize the largest amount of tax
benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related
tax authority.
The following summarizes the activity related to our unrecognized tax benefits in 2013 and 2012, in
thousands:
Gross unrecognized tax benefits—beginning of year
. . . . . . . . . .
Gross increases—tax positions in prior period . . . . . . . . . . . . . . .
Gross decreases—tax positions in prior period . . . . . . . . . . . . . .
Gross increases—current-period tax positions . . . . . . . . . . . . . . .
Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
$ 3,370
1,464
—
1,336
(1,443)
$ 4,304
37
(3)
328
(1,296)
Gross unrecognized tax benefits—end of year . . . . . . . . . . . . . . .
$ 4,727
$ 3,370
There are approximately $639 of uncertain tax positions for which reversal is reasonably possible
during the next 12 months due to the closing of the statute of limitations. The nature of these
uncertain tax positions is generally the computation of a tax deduction or tax credit. During 2013, the
Company recorded a reduction of its gross unrecognized tax benefit of $1,443 with $938 recorded as a
reduction of income tax expense, due to the expiration of statutes of limitation in the United States
and Australia. In the third and fourth quarters of 2012, the company recorded a reduction of its gross
unrecognized tax benefit of $541 and $756 respectively, with $351 and $491 recorded as a reduction of
its income tax expense, due to the expiration of statutes of limitation in the United States and
Australia. In addition to these amounts, there was an aggregate of $314 and $405 of interest and
penalties at December 28, 2013 and December 29, 2012, respectively. The Company’s policy is to
record interest and penalties directly related to income taxes as income tax expense in the Consolidated
Statements of Earnings.
The Company files income tax returns in the U.S. and various states as well as foreign
jurisdictions. Tax years 2010 and forward remain open under U.S. statutes of limitation. Generally, tax
years 2009 and forward remain open under state statutes of limitation. The total amount of
unrecognized tax benefits that, if recognized, would affect the effective tax rate was $4,491 and $3,164
at December 28, 2013 and December 29, 2012, respectively.
On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted, which retroactively
extended the research and experimentation (R&E) tax credit in the U.S. for two years, from January 1,
2012 through December 31, 2013. Because a change in tax law is accounted for in the period of
65
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(8) INCOME TAXES (Continued)
enactment, the retroactive effect of the Act on the Company’s U.S. federal taxes for 2012 of a benefit
of approximately $750 was recognized in the first quarter of 2013.
On September 13, 2013, the US Treasury and IRS issued final Tangible Property Regulations
(‘‘TPR’’) under IRC Section 162 and IRC Section 263(a). The regulations are not effective until tax
years beginning on or after January 1, 2014; however, certain portions may require a tax method
change on a retroactive basis, thus requiring a IRC Section 481(a) adjustment related to fixed and real
asset deferred taxes. The accounting rules under ASC 740 treat the release of the regulations as a
change in tax law as of the date of issuance and require the Company to determine whether there will
be an impact on its financial statements for the period ended December 28, 2013. Any such impact of
the final tangible property regulations would affect temporary deferred taxes only and result in a
balance sheet reclassification between current and deferred taxes. The Company has analyzed the
expected impact of the TPR on the Company and concluded that the expected impact is minimal. The
Company will continue to monitor the impact of any future changes to the TPR on the Company
prospectively.
During 2013 the Company recorded $1,326 in income tax expense on $8,572 of undistributed
earnings of foreign subsidiaries which are not considered permanently invested. Provision has not been
made for United States income taxes on a portion of the undistributed earnings of the Company’s
foreign subsidiaries (approximately $644,290 at December 28, 2013 and $586,198 at December 29, 2012,
respectively) because the Company intends to reinvest those earnings. Such earnings would become
taxable upon the sale or liquidation of these foreign subsidiaries or upon remittance of dividends.
Furthermore, the currency translation adjustments in ‘‘Accumulated other comprehensive income (loss)’’
are not adjusted for income taxes as they relate to indefinite investments in foreign subsidiaries.
(9) LONG-TERM DEBT
December 28,
2013
December 29,
2012
6.625% senior unsecured notes(a) . . . . . . . . . . . . . . . . . .
Unamortized premium on senior unsecured notes(a) . . . .
Revolving credit agreement(b) . . . . . . . . . . . . . . . . . . . . .
IDR Bonds(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current installments of long-term debt . . . . . . . . . . .
$450,000
11,241
—
8,500
1,368
471,109
202
$450,000
12,708
—
8,500
1,609
472,817
224
Long-term debt, excluding current installments . . . . . . .
$470,907
$472,593
(a) The senior unsecured notes include an aggregate principal amount of $450,000 on which
interest is paid and an unamortized premium balance of $11,241 at December 28, 2013.
The notes bear interest at 6.625% per annum and are due in April 2020. The premium
will be amortized against interest expense as interest payments are made over the term of
66
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(9) LONG-TERM DEBT (Continued)
the notes. These notes may be repurchased at specified prepayment premiums. These
notes are guaranteed by certain subsidiaries of the Company.
(b) On August 15, 2012, the Company entered into a five-year multicurrency $400,000
revolving credit agreement with a group of banks. The Company may increase the credit
agreement by up to an additional $200,000 at any time, subject to the participating banks
increasing the amount of their lending commitments. The interest rate on outstanding
borrowings is, at the Company’s option, either:
(i) LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company)
plus 125 to 225 basis points (inclusive of facility fees), depending on the Company’s
ratio of debt to EBITDA, or;
(ii) the higher of
(cid:127) The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50
basis points plus, in each case, 25 to 125 basis points (inclusive of facility fees),
depending on the Company’s ratio of debt to EBITDA, or
(cid:127) LIBOR (based on a 1 month interest period) plus 125 to 225 basis points
(inclusive of facility fees), depending on the Company’s ratio of debt to EBITDA
At December 28, 2013, the Company had no outstanding borrowings under the
revolving credit agreement. The revolving credit agreement has a termination date of
August 15, 2017 and contains certain financial covenants that may limit additional
borrowing capability under the agreement. At December 28, 2013, the Company had the
ability to borrow $382.1 million under this facility. Standby letters of credit totaling
$17.9 million related to various insurance obligations were outstanding at December 28,
2013 and reduce the amount available to borrow under this agreement.
(c) The Industrial Development Revenue Bonds were issued to finance the construction of a
manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity
June 1, 2025. The effective interest rates at December 28, 2013 and December 29, 2012
were 0.21% and 0.30%, respectively.
The lending agreements include certain maintenance covenants, including financial leverage and
interest coverage. The Company was in compliance with all financial debt covenants at December 28,
2013. The minimum aggregate maturities of long-term debt for each of the five years following 2013
are: $202, $235, $229, $15 and $7.
67
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(10) STOCK-BASED COMPENSATION
The Company maintains stock-based compensation plans approved by the shareholders, which
provide that the Compensation Committee of the Board of Directors may grant incentive stock options,
nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common
stock. At December 28, 2013, 1,476,466 shares of common stock remained available for issuance under
the plans. Shares and options issued and available are subject to changes in capitalization. The
Company’s policy is to issue shares upon exercise of stock options from treasury shares held by the
Company.
Under the stock option plans, the exercise price of each option equals the market price at the time
of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three
to six years or on the fifth anniversary of the grant. Expiration of grants is from six to ten years from
the date of grant. The Company recorded $5,194, $4,934 and $5,623 of compensation expense (included
in selling, general and administrative expenses) in the 2013, 2012 and 2011 fiscal years, respectively.
The associated tax benefits recorded in the 2013, 2012 and 2011 fiscal years was $1,974, $1,875 and
$2,137, respectively.
At December 28, 2013, the amount of unrecognized stock option compensation expense, to be
recognized over a weighted average period of 2.31 years, was approximately $10,418.
The Company uses a binomial option pricing model to value its stock options. The fair value of
each option grant made in 2013, 2012 and 2011 was estimated using the following assumptions:
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life from vesting date . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33.26% 33.76% 32.50%
1.16% 0.74% 0.88%
3.0 yrs
3.0 yrs
3.0 yrs
0.72% 0.77% 0.82%
Following is a summary of the activity of the stock plans during 2011, 2012 and 2013:
2013
2012
2011
Outstanding at December 25, 2010 . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Number of
Shares
1,222,894
214,206
(306,218)
(52,169)
Weighted
Average
Exercise
Price
$ 66.22
85.40
(61.57)
(76.12)
Outstanding at December 31, 2011 . . . . . . . . . . . . . . . . . .
1,078,713
$ 70.88
Options vested or expected to vest at December 31, 2011 .
1,048,182
$ 70.52
Options exercisable at December 31, 2011 . . . . . . . . . . . . .
618,844
$ 61.57
4.68
4.63
3.56
$22,382
22,113
18,441
68
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(10) STOCK-BASED COMPENSATION (Continued)
The weighted average per share fair value of options granted during 2011 was $23.32.
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Number of
Shares
Outstanding at December 31, 2011 . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,078,713
140,007
(341,090)
(8,638)
$ 70.88
136.01
(61.53)
(84.18)
Outstanding at December 29, 2012 . . . . . . . . . . . . . . . . . .
868,992
$ 84.91
Options vested or expected to vest at December 29, 2012 .
845,470
$ 84.26
Options exercisable at December 29, 2012 . . . . . . . . . . . .
485,786
$ 71.06
4.68
4.64
3.67
$43,410
42,765
30,846
The weighted average per share fair value of options granted during 2012 was $38.17.
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Number
of
Shares
Outstanding at December 29, 2012 . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
868,992
155,254
(216,105)
(12,920)
$ 84.91
144.86
(72.17)
(129.08)
Outstanding at December 28, 2013 . . . . . . . . . . . . . . . . .
795,221
$ 99.29
Options vested or expected to vest at December 28, 2013 .
775,237
$ 98.41
Options exercisable at December 28, 2013 . . . . . . . . . . . .
464,377
$ 81.73
4.56
4.51
3.58
$39,994
39,678
31,508
The weighted average per share fair value of options granted during 2013 was $37.88.
69
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(10) STOCK-BASED COMPENSATION (Continued)
Following is a summary of the status of stock options outstanding at December 28, 2013:
Outstanding and Exercisable By Price Range
Options Outstanding
Options Exercisable
Exercise Price
Range
$20.53 - 53.09
$57.46 - 86.72
$105.44 - 151.45
Number
53,199
446,370
295,652
795,221
Weighted
Average
Remaining
Contractual
Life
1.39 years
3.73 years
6.37 years
Weighted
Average
Exercise
Price
$ 31.34
80.80
139.45
Weighted
Average
Exercise
Price
$ 23.77
80.49
132.24
Number
38,499
372,481
53,397
464,377
In accordance with shareholder-approved plans, the Company grants stock under various stock-
based compensation arrangements, including non-vested stock and stock issued in lieu of cash bonuses.
Under such arrangements, stock is issued without direct cost to the employee. In addition, the
Company grants restricted stock units. The restricted stock units are settled in Company stock when the
restriction period ends. During fiscal 2013, 2012 and 2011, the Company granted non-vested stock and
restricted stock units to directors and certain management employees as follows (which are not
included in the above stock plan activity tables):
Shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average per share price on grant date . . . . .
Compensation expense . . . . . . . . . . . . . . . . . . . . . . . .
47,271
$146.72
$ 3,667
27,293
$132.21
$ 2,835
47,417
$ 88.26
$ 2,004
2013
2012
2011
At December 28, 2013 the amount of deferred stock-based compensation granted, to be recognized
over a weighted-average period of 1.95 years, was approximately $8,796.
70
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(11) EARNINGS PER SHARE
The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):
Dilutive
Effect of
Stock
Options
Diluted
EPS
Basic
EPS
2013:
Net earnings attributable to Valmont Industries, Inc.
. . . . . . . . . . . .
Weighted average shares outstanding (000’s) . . . . . . . . . . . . . . . . . .
Per share amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$278,489
26,641
$ 10.45
2012:
Net earnings attributable to Valmont Industries, Inc.
. . . . . . . . . . . .
Weighted average shares outstanding (000’s) . . . . . . . . . . . . . . . . . .
Per share amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$234,072
26,471
8.84
$
2011:
Net earnings attributable to Valmont Industries, Inc.
. . . . . . . . . . . .
Weighted average shares outstanding (000’s) . . . . . . . . . . . . . . . . . .
Per share amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$228,308
26,329
8.67
$
$ — $278,489
26,899
10.35
258
$0.10
$
$ — $234,072
26,764
8.75
293
$0.09
$
$ — $228,308
26,550
8.60
221
$0.07
$
Basic and diluted net earnings and earnings per share for 2013 included a non-cash after-tax loss
of $12,011 ($0.45 per share) associated with the deconsolidation of Delta EMD Pty. Ltd. (EMD) and
an after-tax loss of $4,569 ($0.17 per share) related to a fixed asset impairment loss recorded by EMD
in the fourth quarter of 2013. Basic and diluted net earnings and earnings per share for 2011 included
an income tax benefit of $66,026 ($2.49 per share) related to a legal entity reorganization of Delta Ltd.
At the end of fiscal years 2013, 2012 and 2011, there were approximately 1,200, 137,000, and
20,000 options outstanding, respectively, with exercise prices exceeding the market value of common
stock that were therefore excluded from the computation of diluted shares outstanding.
(12) EMPLOYEE RETIREMENT SAVINGS PLAN
Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement
Savings Plan (‘‘VERSP’’) is a defined contribution plan available to all eligible employees. Participants
can elect to contribute up to 50% of annual pay, on a pretax and/or after-tax basis. The Company also
makes contributions to the Plan and a non-qualified deferred compensation plan for certain Company
executives. The 2013, 2012 and 2011 Company contributions to these plans amounted to approximately
$11,600, $10,000 and $8,700 respectively.
The Company sponsors a fully-funded, non-qualified deferred compensation plan for certain
Company executives who otherwise would be limited in receiving company contributions into VERSP
under Internal Revenue Service regulations. The invested assets and related liabilities of these
participants were approximately $27,133 and $20,087 at December 28, 2013 and December 29, 2012,
respectively. Such amounts are included in ‘‘Other assets’’ and ‘‘Other noncurrent liabilities’’ on the
Consolidated Balance Sheets. Amounts distributed from the Company’s non-qualified deferred
compensation plan to participants under the transition rules of section 409A of the Internal Revenue
Code were approximately $1,626 and $250 at December 28, 2013 and December 29, 2012, respectively.
All distributions were made in cash.
71
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(13) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, receivables, accounts payable, notes payable to
banks and accrued expenses approximate fair value because of the short maturity of these instruments.
The fair values of each of the Company’s long-term debt instruments are based on the amount of
future cash flows associated with each instrument discounted using the Company’s current borrowing
rate for similar debt instruments of comparable maturity (Level 2). The fair value estimates are made
at a specific point in time and the underlying assumptions are subject to change based on market
conditions. At December 28, 2013 the carrying amount of the Company’s long-term debt was $471,109
with an estimated fair value of approximately $517,807. At December 29, 2012 the carrying amount of
the Company’s long-term debt was $472,817 with an estimated fair value of approximately $541,559.
For financial reporting purposes, a three-level hierarchy for fair value measurements based upon
the transparency of inputs to the valuation of an asset or liability as of the measurement date is used.
Inputs refers broadly to the assumptions that market participants would use in pricing the asset or
liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be
classified and disclosed in one of the following three categories:
(cid:127) Level 1: Quoted market prices in active markets for identical assets or liabilities.
(cid:127) Level 2: Observable market based inputs or unobservable inputs that are corroborated by
market data.
(cid:127) Level 3: Unobservable inputs that are not corroborated by market data.
The categorization within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. Following is a description of the valuation methodologies
used for assets and liabilities measured at fair value.
Trading Securities: The assets and liabilities recorded for the investments held in the Valmont
Deferred Compensation Plan of $27,133 ($20,087 in 2012) represent mutual funds, invested in debt and
equity securities, classified as trading securities, considering the employee’s ability to change investment
allocation of their deferred compensation at any time. The Company’s remaining ownership in Delta
EMD Pty. Ltd. (JSE:DTA) of $13,910 is recorded at fair value at December 28, 2013. Quoted market
prices are available for these securities in an active market and therefore categorized as a Level 1
input.
Fair Value Measurement Using:
Carrying Value
December 28,
2013
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Trading Securities . . .
$41,043
$41,043
$—
$—
72
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(13) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Fair Value Measurement Using:
Carrying Value
December 29,
2013
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Trading Securities . . .
$20,087
$20,087
$—
$—
(14) DERIVATIVE FINANCIAL INSTRUMENTS
The Company manages risk from foreign currency rate risk related to foreign currency
denominated transactions and from natural gas supply pricing. From time to time, the Company
manages these risks using derivative financial instruments. Most of these derivative financial
instruments are marked to market and recorded in the Company’s consolidated statements of earnings.
Some derivative financial instruments may be accounted for as a fair value or cash flow hedge.
Derivative financial instruments have credit risk and market risk. To manage credit risk, the Company
only enters into derivative transactions with counterparties who are recognized, stable multinational
banks.
Natural Gas Prices: Natural gas supplies to meet production requirements of production facilities
are purchased at market prices. Natural gas market prices are volatile and the Company effectively
fixes prices for a portion of its natural gas usage requirements of certain of its U.S. facilities through
the use of swaps. These contracts reference physical natural gas prices or appropriate NYMEX futures
contract prices. While there is a strong correlation between the NYMEX futures contract prices and
the Company’s delivered cost of natural gas, the use of financial derivatives may not exactly offset the
change in the price of physical gas. The contracts are traded in months forward and settlement dates
are scheduled to coincide with gas purchases during that future period.
Annual consolidated purchase requirements for North America are approximately 1,113,800
MMBtu. At December 28, 2013 there were open swaps totaling 120,000 MMBtu with a total unrealized
gain of $73, which was recorded in the Company’s consolidated statement of earnings for the fiscal year
ended December 28, 2013. At December 29, 2012 there were open swaps totaling 70,000 MMBtu with
a total unrealized gain of $3, which was recorded in the Company’s consolidated statement of earnings
for the fiscal year ended December 29, 2012.
Interest Rate Fluctuations:
In connection with the issuance of the $150,000 principal amount of
senior notes in June 2011, the Company executed a contract for a notional amount of $130,000 to
hedge the risk of potential fluctuations in the treasury rates which would change the amount of net
proceeds received from the debt offering. As the benchmark rate component of the fixed rate debt
issuance and the cash flow hedged risk is based on that same benchmark, this was deemed an effective
hedge at inception. On June 8, 2011, this contract was settled with the Company paying approximately
$3,568 to the counterparty. As such, the Company recorded the $3,568 in accumulated accumulated
other comprehensive income in fiscal 2011 and amortizes this loss to interest expense as interest
payments are made over the term of the debt.
73
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(14) DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
Foreign Currency Fluctuations: The Company operates in a number of different foreign countries
and may enter into business transactions that are in currencies that are different from a given
operation’s functional currency. In certain cases, the Company may enter into foreign currency
exchange contracts to manage a portion of the foreign exchange risk associated with either a receivable
or payable denominated in a foreign currency, a forecasted transaction or a series of forecasted
transactions denominated in a foreign currency.
At December 28, 2013, the Company had open foreign currency forward contracts related to a
large sales contract that will be settled in Canadian dollars. The purpose of the contracts was to reduce
the effect of exchange rate fluctuations on the profitability of the contract and is accounted for as a fair
value hedge. The notional amount of the open forward contracts to sell Canadian dollars is $28,032
and will be settled by the end of March 2014. Total unrealized gains on the forward contracts at the
end of fiscal 2013 were $475. There were no significant open foreign currency contracts at
December 29, 2012 or December 31, 2011.
(15) GUARANTEES
The Company’s product warranty accrual reflects management’s best estimate of probable liability
under its product warranties. Historical product claims data is used to estimate the cost of product
warranties at the time revenue is recognized.
Changes in the product warranty accrual, which is recorded in ‘‘Accrued expenses’’, for the years
ended December 28, 2013 and December 29, 2012, were as follows:
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in liability for warranties issued during the period . . . . .
Change in liability for pre-existing warranties . . . . . . . . . . . . . .
$15,333
(9,033)
15,193
(782)
$ 13,586
(14,997)
16,542
202
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$20,711
$ 15,333
2013
2012
(16) DEFINED BENEFIT RETIREMENT PLAN
Delta Ltd., a wholly-owned subsidiary of the Company, is the sponsor of the Delta Pension Plan
(‘‘Plan’’). The Plan provides defined benefit retirement income to eligible employees in the United
Kingdom. Pension retirement benefits to qualified employees are 1.67% of final salary per year of
service upon reaching the age of 65 years. This Plan has no active employees as members at
December 28, 2013.
Funded Status
The Company recognizes the overfunded or underfunded status of the pension plan as an asset or
liability. The funded status represents the difference between the projected benefit obligation (PBO)
and the fair value of the plan assets. The PBO is the present value of benefits earned to date by plan
74
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(16) DEFINED BENEFIT RETIREMENT PLAN (Continued)
participants, including the effect of assumed future salary increases (if applicable) and inflation. Plan
assets are measured at fair value. Because the pension plan is denominated in British pounds sterling,
the Company used exchange rates of $1.6121/£ and $1.6469/£ to translate the net pension liability into
U.S. dollars at December 29, 2012 and December 28, 2013, respectively.
Projected Benefit Obligation and Fair Value of Plan Assets—The accumulated benefit obligation
(ABO) is the present value of benefits earned to date, assuming no future compensation growth. As
there are no active employees in the plan, the ABO is equal to the PBO. The underfunded ABO
represents the difference between the PBO and the fair value of plan assets. Changes in the PBO and
fair value of plan assets for the pension plan for the period from December 31, 2011 to December 29,
2012 were as follows:
Fair value at December 31, 2011 . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation . . . . . . . . . . . . . . . . . . . . . .
Projected
Benefit
Obligation
$492,519
—
23,445
—
(11,722)
69,859
23,666
Plan
Assets
Funded
status
$ (68,024)
$424,495
11,591
—
41,345
(11,722)
—
20,015
Fair Value at December 29, 2012 . . . . . . . . . . . . .
$597,767
$485,724
$(112,043)
Changes in the PBO and fair value of plan assets for the pension plan for the period from
December 29, 2012 to December 28, 2013 were as follows:
Fair Value at December 29, 2012 . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation . . . . . . . . . . . . . . . . . . . . . .
Projected
Benefit
Obligation
$597,767
—
26,431
—
(12,981)
(11,573)
37,235
14,978
Plan
Assets
Funded
status
$(112,043)
$485,724
17,619
—
7,676
(12,981)
(11,573)
—
10,995
Fair Value at December 28, 2013 . . . . . . . . . . . . .
$651,857
$497,460
$(154,397)
75
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(16) DEFINED BENEFIT RETIREMENT PLAN (Continued)
Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 28,
2013 and December 29, 2012 consisted of actuarial gains (losses):
Balance December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 60,014
(48,524)
1,127
Balance December 29, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,617
(49,421)
(2,004)
Balance December 28, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(38,808)
The estimated amount to be amortized from accumulated other comprehensive income into net
periodic benefit cost in 2014 is $0.
Assumptions—The weighted-average actuarial assumptions used to determine the benefit obligation
at December 28, 2013 and December 29, 2012 were as follows:
Percentages
2013
2012
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Salary increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A
CPI Inflation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RPI Inflation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.70% 2.70%
3.60% 3.20%
4.45% 4.60%
Expense
Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of
benefits earned during a period) and the interest cost on those liabilities, less the expected return on
plan assets. The expected long-term rate of return on plan assets is applied to the fair value of plan
assets. Differences in actual experience in relation to assumptions are not recognized in net earnings
immediately, but are deferred and, if necessary, amortized as pension expense.
The components of the net periodic pension expense for the fiscal years ended December 28, 2013
and December 29, 2012 were as follows:
Net Periodic Benefit Cost:
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . .
26,431
(19,862)
23,445
(19,168)
Net periodic benefit expense . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,569
$ 4,277
2013
2012
76
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(16) DEFINED BENEFIT RETIREMENT PLAN (Continued)
Assumptions—The weighted-average actuarial assumptions used to determine expense are as
follows for fiscal 2013 and 2012:
Percentages
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RPI Inflation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CPI Inflation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
4.60% 4.80%
4.20% 4.40%
3.20% 3.20%
2.70% 2.30%
The discount rate is based on the yields of AA(cid:3)rated corporate bonds with durational periods
similar to that of the pension liabilities. The expected return on plan assets is based on our asset
allocation mix and our historical return, taking into account current and expected market conditions.
Inflation is based on expected changes in the consumer price index or the retail price index in the U.K.
depending on the relevant plan provisions.
Cash Contributions
The Company completed negotiations with Plan trustees in 2013 regarding annual funding for the
Plan. The annual contributions into the Plan are $16,469 (£10,000) per annum as part of the Plan’s
recovery plan, along with a contribution to cover the administrative costs of the Plan of approximately
$1,812 (£1,100) per annum.
Benefit Payments
The following table details expected pension benefit payments for the years 2014 through 2022:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2018 - 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,681
13,175
13,669
14,163
76,087
Asset Allocation Strategy
The investment strategy for pension plan assets is to maintain a diversified portfolio consisting of
(cid:127) Long-term fixed-income securities that are investment grade or government-backed in nature;
(cid:127) Common stock mutual funds in U.K. and non-U.K. companies, and;
(cid:127) Diversified growth funds, which are invested in a number of investments, including common
stock, fixed income funds, properties and commodities.
The plan, as required by U.K. law, has an independent trustee that sets investment policy. The
general strategy is to invest approximately 50% of the assets of the plan in common stock mutual funds
and diversified growth funds, with the remainder of the investments in long-term fixed income
77
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(16) DEFINED BENEFIT RETIREMENT PLAN (Continued)
securities, including corporate bonds and index-linked U.K. gilts. The trustees regularly consult with
representatives of the plan sponsor and independent advisors on such matters.
The pension plan investments are held in a trust. The weighted-average maturity of the corporate
bond portfolio was 13 years at December 28, 2013.
Fair Value Measurements
The pension plan assets are valued at fair value. The following is a description of the valuation
methodologies used for the investments measured at fair value, including the general classification of
such instruments pursuant to the valuation hierarchy.
Index-linked gilts—Index-linked gilts are U.K. government-backed securities consisting of bills,
notes, bonds, and other fixed income securities issued directly by the U.K. Treasury or by government-
sponsored enterprises.
Corporate Bonds—Corporate bonds and debentures consist of fixed income securities issued by
U.K. corporations.
Corporate Stock—This investment category consists of common and preferred stock, including
mutual funds, issued by U.K. and non-U.K. corporations.
Diversified growth funds—This investment category consists of diversified investment funds, whose
holdings include common stock, fixed income funds, properties and commodities of U.K. and non-U.K.
securities.
These assets are pooled investment funds whereby the underlying investments can be valued using
quoted market prices. As the fair values of the pooled investment funds themselves are not publicly
quoted, they are classified as Level 2 investments.
At December 28, 2013 and December 29, 2012, the pension plan assets measured at fair value on
a recurring basis were as follows:
December 28, 2013
Plan net assets:
Temporary cash investments . . . . . . . . . . . . .
Index-linked gilts . . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Corporate stock . . . . . . . . . . . . . . . . . . . . . .
Diversified growth funds . . . . . . . . . . . . . . . .
Total plan net assets at fair value . . . . . . . . . .
Quoted Prices in
Active Markets
for Identical
Inputs (Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ 10,791
112,208
166,604
141,029
66,828
$497,460
$—
—
—
—
—
$—
$—
—
—
—
—
$—
78
Total
$ 10,791
112,208
166,604
141,029
66,828
$497,460
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(16) DEFINED BENEFIT RETIREMENT PLAN (Continued)
December 29, 2012
Plan net assets:
Quoted Prices in
Active Markets
for Identical
Inputs (Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Temporary cash investments . . . . . . . . . . . .
Index-linked gilts . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . .
Corporate stock . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . .
Total plan net assets at fair value . . . . . . . . . .
$—
—
—
—
—
$—
$ 12,091
107,366
347,083
19,184
—
$485,724
$—
—
—
—
—
$—
Total
$ 12,091
107,366
347,083
19,184
—
$485,724
(17) BUSINESS SEGMENTS
The Company has four reportable segments based on its management structure. Each segment is
global in nature with a manager responsible for segment operational performance and the allocation of
capital within the segment. Net corporate expense is net of certain service related expenses that are
allocated to business units generally on the basis of employee headcounts and sales dollars.
Reportable segments are as follows:
ENGINEERED INFRASTRUCTURE PRODUCTS: This segment consists of the manufacture of
engineered metal structures and components for the global lighting and traffic, wireless communication,
roadway safety and access systems applications;
UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered
steel and concrete structures for the global utility industry;
COATINGS: This segment consists of galvanizing, anodizing and powder coating services on a
global basis; and
IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and
related parts and services for the global agricultural industry.
In addition to these four reportable segments, the Company has other businesses and activities that
individually are not more than 10% of consolidated sales. These include the manufacture of forged
steel grinding media for the mining industry, tubular products for industrial customers, and the
distribution of industrial fasteners and are reported in the ‘‘Other’’ category.
The accounting policies of the reportable segments are the same as those described in Note 1. The
Company evaluates the performance of its business segments based upon operating income and
invested capital. The Company does not allocate interest expense, non-operating income and
deductions, or income taxes to its business segments.
79
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(17) BUSINESS SEGMENTS (Continued)
In 2013, the Company changed its presentation of certain intersegment utility structure sales to
align with management’s current reporting structure. Fiscal 2012 and 2011 reporting was reclassified to
conform with the 2013 presentation. Accordingly, fiscal 2012 and 2011 EIP segment sales (and the
associated intersegment sales elimination) for 2012 increased by $49,427 and $21,657, respectively.
Fiscal 2012 and 2011 segment sales (after intersegment sales eliminations) and operating income were
unchanged from amounts previously reported.
Summary by Business Segments
SALES:
Engineered Infrastructure Products segment:
2013
2012
2011
Lighting, Traffic, and Roadway Products . . . . . . . . . . . . . . . .
Communication Products . . . . . . . . . . . . . . . . . . . . . . . . . . .
Access Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 660,423
139,888
201,498
$ 637,082
134,711
159,740
$ 595,048
109,131
135,341
Engineered Infrastructure Products segment . . . . . . . . . . . .
1,001,809
931,533
839,520
Utility Support Structures segment:
Steel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Concrete . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utility Support Structures segment . . . . . . . . . . . . . . . . . . .
Coatings segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
853,459
108,579
962,038
357,635
882,179
303,595
752,621
120,899
873,520
334,552
750,641
328,737
546,926
77,944
624,870
327,322
666,007
331,986
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,507,256
3,218,983
2,789,705
INTERSEGMENT SALES:
. . . . . . . . . . . . .
Engineered Infrastructure Products segment
Utility Support Structures segment
. . . . . . . . . . . . . . . . . . . .
Coatings segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation segment
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
NET SALES:
Engineered Infrastructure Products segment . . . . . . . . . . . . . . .
Utility Support Structures segment . . . . . . . . . . . . . . . . . . . . . .
Coatings segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104,306
2,343
56,649
5
39,742
203,045
897,503
959,695
300,986
882,174
263,853
98,220
3,857
52,478
49
34,838
46,923
4,105
46,534
111
30,552
189,442
128,225
833,313
869,663
282,074
750,592
293,899
792,597
620,765
280,788
665,896
301,434
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,304,211
$3,029,541
$2,661,480
80
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(17) BUSINESS SEGMENTS (Continued)
OPERATING INCOME (LOSS):
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and equity in earnings of
2013
2012
2011
87,647
174,740
74,917
181,498
30,984
(76,717)
473,069
(26,025)
2,373
$
54,013
129,025
71,641
143,605
46,575
(62,563)
382,296
(23,353)
347
$
40,753
70,643
58,656
107,759
45,670
(60,171)
263,310
(26,910)
(2,643)
nonconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .
$ 449,417
$ 359,290
$ 233,757
TOTAL ASSETS:
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 873,757
524,113
315,663
323,435
126,337
613,189
$ 784,659
510,943
334,841
287,354
202,289
448,465
$ 750,992
432,657
283,588
267,615
203,185
368,039
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,776,494
$2,568,551
$2,306,076
CAPITAL EXPENDITURES:
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15,878
39,347
12,206
21,416
6,270
11,636
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 106,753
DEPRECIATION AND AMORTIZATION:
Engineered Infrastructure Products . . . . . . . . . . . . . . . . . . . .
Utility Support Structures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coatings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Irrigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,057
14,375
14,656
6,679
7,663
3,006
$
$
$
$
$
$
20,244
41,081
13,280
12,618
4,428
5,423
97,074
27,164
13,284
12,015
6,209
8,168
3,378
13,328
31,501
22,881
8,766
4,501
2,092
83,069
30,637
12,548
12,175
6,006
8,539
4,655
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
77,436
$
70,218
$
74,560
81
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(17) BUSINESS SEGMENTS (Continued)
Summary by Geographical Area by Location of Valmont Facilities:
2013
2012
2011
NET SALES:
United States . . . . . . . . . . . . . . . . . . . . . .
Australia . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,077,812
492,698
97,788
635,913
$1,870,703
499,025
135,398
524,415
$1,473,819
491,395
148,219
548,047
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,304,211
$3,029,541
$2,661,480
LONG-LIVED ASSETS:
United States . . . . . . . . . . . . . . . . . . . . . .
Australia . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 530,042
342,320
71,512
234,780
$ 470,154
321,456
77,945
273,056
$ 439,147
329,453
36,979
247,554
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,178,654
$1,142,611
$1,053,133
No single customer accounted for more than 10% of net sales in 2013, 2012, or 2011. Net sales by
geographical area are based on the location of the facility producing the sales and do not include sales
to other operating units of the company. While Australia accounted for approximately 15% of the
Company’s net sales in 2013, no other foreign country accounted for more than 4% of the Company’s
net sales.
Operating income by business segment and geographical areas are based on net sales less
identifiable operating expenses and allocations and includes profits recorded on sales to other operating
units of the company.
Long-lived assets consist of property, plant and equipment, net of depreciation, goodwill, other
intangible assets and other assets. Long-lived assets by geographical area are based on location of
facilities.
(18) COMMITMENTS & CONTINGENCIES
Various claims and lawsuits are pending against Company and certain of its subsidiaries. The
Company cannot fully determine the effect of all asserted and unasserted claims on its consolidated
results of operations, financial condition, or liquidity. Where asserted and unasserted claims are
considered probable and reasonably estimable, a liability has been recorded. We do not expect that any
known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material
adverse effect on our consolidated results of operations, financial condition, or liquidity.
82
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION
On April 8, 2010, the Company issued $300,000 of senior unsecured notes at a coupon interest
rate of 6.625% per annum. In June 2011, the Company issued an additional $150,000 principal amount
of these notes to redeem senior subordinated notes. The notes are guaranteed, jointly, severally, fully
and unconditionally by certain of the Company’s current and future direct and indirect domestic and
foreign subsidiaries (collectively the ‘‘Guarantors’’), excluding its other current domestic and foreign
subsidiaries which do not guarantee the debt (collectively referred to as the ‘‘Non-Guarantors’’). All
Guarantors are 100% owned by the parent company.
In 2013, the Company classified ‘‘Equity in earnings of nonconsolidated subsidiaries’’ as an
adjustment to reconcile net earnings to operating cash flows, as part of ‘‘Net cash flows from operating
activities’’ in the Consolidating Statement of Cash Flows. In the 2012 and 2011 Consolidating
Statements of Cash Flows, these amounts were classified within ‘‘Other, net’’, as part of ‘‘Net cash
flows from investing activities’’. The Company revised its presentation for 2012 and 2011 with respect to
the supplemental information included in this footnote in order to achieve comparability in the
Consolidating Statements of Cash Flows.
The revisions consisted of recording the amounts previously reported in ‘‘Other, net’’ in cash flows
from investing activities that were related to earnings from subsidiaries to ‘Equity in earnings of
nonconsolidated subsidiaries’ in cash flows from operating activities. Accordingly, the eliminations to
reconcile consolidated net earnings are contained in the ‘‘Net cash flows from operating activities’’.
83
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
The ‘‘Non-Guarantor’’ and ‘‘Total’’ columns were not affected by any of these revisions. There was
also no effect on the consolidated (total) net cash flows or any other statements in this footnote. The
following is a reconciliation of the columns affected for 2011 and 2012:
Parent
As previously
reported
Parent
As revised
Guarantor
As previously
reported
Guarantor
As revised
Eliminations
As previously
reported
Eliminations
As revised
2011
Cash flows from operating
activities:
Equity in earnings of
nonconsolidated subsidiaries .
$ (1,241)
$(173,305)
$
—
$(125,269)
$
—
$297,333
Net cash flows from operating
activities . . . . . . . . . . . . . .
233,161
61,097
121,137
(4,132)
(298,404)
(1,071)
Cash flows from investing
activities:
Other, net . . . . . . . . . . . . . .
Net cash flows from investing
(190,242)
(18,178)
(109,457)
15,812
298,404
activities . . . . . . . . . . . . . .
(209,376)
(37,312)
(121,229)
4,040
298,404
1,071
1,071
2012
Cash flows from operating
activities:
Equity in earnings of
nonconsolidated subsidiaries .
$
(978)
$(129,655)
$
—
$ (86,170)
$
—
$214,847
Net cash flows from operating
activities . . . . . . . . . . . . . .
213,129
84,452
84,262
(1,908)
(216,171)
(1,324)
Cash flows from investing
activities:
Other, net . . . . . . . . . . . . . .
Net cash flows from investing
(138,869)
(10,192)
(63,791)
22,379
216,171
activities . . . . . . . . . . . . . .
(182,346)
(53,669)
(85,949)
221
216,171
1,324
1,324
84
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
Consolidated financial information for the Company (‘‘Parent’’), the Guarantor subsidiaries and
the Non-Guarantor subsidiaries is as follows:
CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 28, 2013
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . .
$1,540,266
1,107,020
$689,230
503,431
$1,402,191
1,078,695
$(327,476) $3,304,211
2,358,983
(330,163)
Gross profit . . . . . . . . . . . . . . . . . . .
433,246
185,799
323,496
2,687
945,228
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . .
209,350
59,370
Operating income . . . . . . . . . . . . . .
223,896
126,429
203,439
120,057
—
2,687
472,159
473,069
Other income (expense):
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and
equity in earnings of
nonconsolidated subsidiaries . . . . .
Income tax expense (benefit):
Current . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . .
(30,801)
55
4,791
(46,999)
1,032
9
(25,955)
(45,958)
(1,699)
52,387
(2,427)
48,261
46,997
(46,997)
—
—
(32,502)
6,477
2,373
(23,652)
197,941
80,471
168,318
2,687
449,417
78,912
(8,948)
69,964
35,772
(19)
35,753
52,558
(1,174)
51,384
680
—
680
167,922
(10,141)
157,781
Earnings before equity in earnings of
nonconsolidated subsidiaries . . . . . . .
127,977
44,718
116,934
2,007
291,636
Equity in earnings of nonconsolidated
subsidiaries . . . . . . . . . . . . . . . . . . .
Loss from deconsolidation of subsidiary
Net earnings . . . . . . . . . . . . . . . . . .
Less: Earnings attributable to
150,512
—
278,489
53,236
—
97,954
494
(12,011)
(203,407)
—
835
(12,011)
105,417
(201,400)
280,460
noncontrolling interests . . . . . . . . . .
—
—
(1,971)
—
(1,971)
Net earnings attributable to Valmont
Industries, Inc . . . . . . . . . . . . . . .
$ 278,489
$ 97,954
$ 103,446
$(201,400) $ 278,489
85
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 29, 2012
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . .
$1,375,238
1,008,087
$620,338
489,560
$1,331,827
1,026,037
$(297,862) $3,029,541
2,227,085
(296,599)
Gross profit . . . . . . . . . . . . . . . . . . .
367,151
130,778
305,790
(1,263)
802,456
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and
equity in earnings of
nonconsolidated subsidiaries . . . . .
Income tax expense (benefit):
Current . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . .
178,669
188,482
55,488
75,290
186,003
119,787
—
(1,263)
420,160
382,296
(31,121)
45
1,938
(49,762)
1,131
55
(29,138)
(48,576)
(504)
56,858
(1,646)
54,708
49,762
(49,762)
—
—
(31,625)
8,272
347
(23,006)
159,344
26,714
174,495
(1,263)
359,290
59,648
(4,721)
54,927
16,398
(496)
15,902
47,375
8,937
56,312
(639)
—
(639)
122,782
3,720
126,502
Earnings before equity in earnings of
nonconsolidated subsidiaries . . . . . . .
104,417
10,812
118,183
(624)
232,788
Equity in earnings of nonconsolidated
subsidiaries . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . .
Less: Earnings attributable to
129,655
234,072
86,170
96,982
5,150
(214,847)
6,128
123,333
(215,471)
238,916
noncontrolling interests . . . . . . . . . .
—
—
(4,844)
—
(4,844)
Net earnings attributable to Valmont
Industries, Inc . . . . . . . . . . . . . . .
$ 234,072
$ 96,982
$ 118,489
$(215,471) $ 234,072
86
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 31, 2011
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . .
$1,164,400
863,269
$401,443
323,812
$1,305,424
1,016,305
$(209,787) $2,661,480
1,994,670
(208,716)
Gross profit . . . . . . . . . . . . . . . . . . .
301,131
77,631
289,119
(1,071)
666,810
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and
equity in earnings of
nonconsolidated subsidiaries . . . . .
Income tax expense (benefit):
Current . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . .
166,964
134,167
50,783
26,848
185,753
103,366
—
(1,071)
403,500
263,310
(35,456)
59
(311)
(35,708)
—
331
59
390
(719)
8,875
(2,391)
5,765
—
—
—
—
(36,175)
9,265
(2,643)
(29,553)
98,459
27,238
109,131
(1,071)
233,757
48,243
(4,787)
43,456
10,571
(964)
9,607
30,738
(79,211)
(48,473)
—
—
—
89,552
(84,962)
4,590
Earnings before equity in earnings of
nonconsolidated subsidiaries . . . . . . .
55,003
17,631
157,604
(1,071)
229,167
Equity in earnings of nonconsolidated
subsidiaries . . . . . . . . . . . . . . . . . . .
173,305
125,269
6,818
(297,333)
8,059
Net earnings . . . . . . . . . . . . . . . . . .
228,308
142,900
164,422
(298,404)
237,226
Less: Earnings attributable to
noncontrolling interests . . . . . . . . . .
—
—
(8,918)
—
(8,918)
Net earnings attributable to Valmont
Industries, Inc . . . . . . . . . . . . . . .
$ 228,308
$142,900
$ 155,504
$(298,404) $ 228,308
87
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 28, 2013
Net earnings . . . . . . . . . . . . . . . . . . . . . .
$ 278,489
$ 97,954
$ 105,417
$(201,400) $280,460
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Other comprehensive income (loss), net of
tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising
during the period . . . . . . . . . . . . . .
—
81,824
(153,522)
— (71,698)
Realized loss on sale of foreign entity
investment included in other
expense . . . . . . . . . . . . . . . . . . . . .
Realized loss on deconsolidation of
subsidiary . . . . . . . . . . . . . . . . . . . .
Unrealized loss on cash flow hedge:
Amortization cost included in interest
expense . . . . . . . . . . . . . . . . . . . . .
—
—
—
400
400
Actuarial gain (loss) in defined benefit
pension plan liability . . . . . . . . . . . . .
Equity in other comprehensive income . .
—
(106,430)
—
—
5,194
8,559
5,194
—
8,559
81,824
(139,769)
— (57,945)
—
—
—
—
—
—
—
—
400
400
(41,282)
—
— (41,282)
—
106,430
Other comprehensive income (loss) . . . . . .
(106,030)
81,824
(181,051)
106,430
(98,827)
Comprehensive income . . . . . . . . . . . . .
Comprehensive income attributable to
172,459
179,778
(75,634)
(94,970)
181,633
noncontrolling interests . . . . . . . . . . .
—
—
(9,174)
—
(9,174)
Comprehensive income attributable to
Valmont Industries, Inc.
. . . . . . . . . . . .
$ 172,459
$179,778
$ (84,808) $ (94,970) $172,459
88
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 29, 2012
Net earnings . . . . . . . . . . . . . . . . . . . . . . .
$234,072
$ 96,982
$123,333
$(215,471) $238,916
Parent
Guarantors Guarantors
Eliminations
Total
Non-
Other comprehensive income (loss), net of
tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during
the period . . . . . . . . . . . . . . . . . . . .
Unrealized loss on cash flow hedge:
Amortization cost included in interest
expense . . . . . . . . . . . . . . . . . . . . . .
— (14,422)
— (14,422)
30,163
30,163
400
400
—
—
—
—
—
—
15,741
15,741
400
400
—
—
—
—
Actuarial gain (loss) in defined benefit
pension plan liability . . . . . . . . . . . . . .
Equity in other comprehensive income . . .
—
(20,514)
(35,020)
—
— (35,020)
—
20,514
Other comprehensive income (loss) . . . . . . .
(20,114)
(14,422)
(4,857)
20,514
(18,879)
Comprehensive income . . . . . . . . . . . . . .
Comprehensive income attributable to
213,958
82,560
118,476
(194,957)
220,037
noncontrolling interests . . . . . . . . . . . .
—
—
(6,079)
—
(6,079)
Comprehensive income attributable to
Valmont Industries, Inc.
. . . . . . . . . . . . .
$213,958
$ 82,560
$112,397
$(194,957) $213,958
89
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 31, 2011
Net earnings . . . . . . . . . . . . . . . . . . . . . . .
$228,308
$142,900
$164,422
$(298,404) $237,226
Parent
Guarantors Guarantors
Eliminations
Total
Non-
Other comprehensive income (loss), net of
tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during
the period . . . . . . . . . . . . . . . . . . . .
Realized loss on sale of foreign entity
investment included in other
expense . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on cash flow hedge:
Loss arising during the period . . . . . .
Amortization cost included in interest
expense . . . . . . . . . . . . . . . . . . . .
Actuarial gain (loss) in defined benefit
pension plan liability . . . . . . . . . . . . . .
Equity in other comprehensive income . . .
Other comprehensive income (loss) . . . . . . .
Comprehensive income . . . . . . . . . . . . . .
Comprehensive income attributable to
—
—
—
(3,568)
233
(3,335)
—
3,742
407
(958)
(21,018)
— (21,976)
—
1,446
—
1,446
(958)
(19,572)
— (20,530)
—
—
—
—
—
(958)
—
—
—
—
—
—
22,365
—
2,793
—
(3,742)
(3,742)
(3,568)
233
(3,335)
22,365
—
(1,500)
228,715
141,942
167,215
(302,146)
235,726
noncontrolling interests . . . . . . . . . . . .
—
—
(7,011)
—
(7,011)
Comprehensive income attributable to
Valmont Industries, Inc.
. . . . . . . . . . . . .
$228,715
$141,942
$160,204
$(302,146) $228,715
90
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED BALANCE SHEETS
December 28, 2013
Parent
Guarantors Guarantors
Eliminations
Total
Non-
Current assets:
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . .
Receivables, net
. . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .
Refundable and deferred income taxes . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, at cost
. . . . . . . . . . .
Less accumulated depreciation and amortization . . . .
Net property, plant and equipment . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other intangible assets
. . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries and intercompany accounts . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 215,576
139,179
132,953
4,735
41,167
533,610
522,734
300,066
222,668
20,108
346
1,417,425
30,759
$
49,053
108,646
70,231
932
8,351
237,213
125,764
61,520
64,244
107,542
48,461
1,367,308
—
$
$ 349,077
267,615
176,816
17,330
16,179
— $ 613,706
515,440
—
380,000
—
22,997
—
65,697
—
827,017
368,628
121,330
247,298
221,982
122,110
518,059
93,136
—
—
—
—
—
—
(3,302,792)
—
1,597,840
1,017,126
482,916
534,210
349,632
170,917
—
123,895
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,224,916
$1,824,768
$2,029,602
$(3,302,792)
$2,776,494
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt . . . . . . . . . .
Notes payable to banks . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee compensation and benefits
. . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . .
$
Total current liabilities . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current installments . . . . . .
Defined benefit pension liability . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Shareholders’ equity:
Common stock of $1 par value . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . .
188
—
62,153
76,370
28,362
6,706
173,779
18,983
470,175
—
32,339
7,615
27,900
—
1,562,670
(47,685)
(20,860)
$
—
—
20,365
13,713
7,315
—
41,393
29,279
514,223
—
—
—
457,950
150,286
565,193
66,444
—
$
14
19,024
133,603
32,884
35,883
—
221,408
30,662
732
154,397
6,770
44,116
$
— $
—
—
—
—
—
—
—
(514,223)
—
—
—
202
19,024
216,121
122,967
71,560
6,706
436,580
78,924
470,907
154,397
39,109
51,731
254,982
891,236
517,703
(115,225)
—
(712,932)
(1,041,522)
(1,082,896)
48,781
—
27,900
—
1,562,670
(47,685)
(20,860)
Total Valmont Industries, Inc. shareholders’ equity .
1,522,025
1,239,873
1,548,696
(2,788,569)
1,522,025
Noncontrolling interest in consolidated subsidiaries . . . .
—
—
22,821
22,821
Total shareholders’ equity . . . . . . . . . . . . . . . . . .
1,522,025
1,239,873
1,571,517
(2,788,569)
1,544,846
Total liabilities and shareholders’ equity . . . . . . . . .
$2,224,916
$1,824,768
$2,029,602
$(3,302,792)
$2,776,494
91
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED BALANCE SHEETS
December 29, 2012
Parent
Guarantors Guarantors
Eliminations
Total
Non-
Current assets:
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . .
Receivables, net
. . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .
Refundable and deferred income taxes . . . . . . . . . .
$
Total current assets . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, at cost
. . . . . . . . . . .
Less accumulated depreciation and amortization . . . .
Net property, plant and equipment . . . . . . . . . . .
40,926
144,161
146,619
7,153
29,359
368,218
456,497
288,226
168,271
$
83,203
86,403
71,988
1,029
6,904
249,527
122,937
55,239
67,698
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other intangible assets
. . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries and intercompany accounts . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,108
499
1,456,159
32,511
107,542
53,517
1,246,777
—
$
$ 290,000
285,338
193,777
16,962
22,118
— $ 414,129
515,902
—
412,384
—
25,144
—
58,381
—
808,195
415,340
138,697
276,643
203,141
118,254
615,152
94,427
—
—
—
—
—
—
(3,318,088)
—
1,425,940
994,774
482,162
512,612
330,791
172,270
—
126,938
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,045,766
$1,725,061
$2,115,812
$(3,318,088)
$2,568,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt . . . . . . . . . .
Notes payable to banks . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee compensation and benefits
. . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .
Income Tax payable . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . .
$
Total current liabilities . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current installments . . . . . .
Defined benefit pension liability . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Shareholders’ equity:
Common stock of $1 par value . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
Additional paid-in capital
Retained earnings . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . .
189
—
72,610
61,572
30,641
—
6,002
171,014
23,305
471,828
—
25,200
4,507
$
—
—
22,006
10,530
4,674
31
—
37,241
27,851
599,873
—
—
—
27,900
—
1,300,529
43,938
(22,455)
457,950
150,286
467,240
(15,380)
—
$
35
13,375
117,808
29,803
43,188
669
—
204,878
37,144
765
112,043
6,720
39,745
254,982
893,274
443,337
65,826
—
$
— $
—
—
—
—
(700)
—
(700)
—
(599,873)
—
—
—
224
13,375
212,424
101,905
78,503
—
6,002
412,433
88,300
472,593
112,043
31,920
44,252
(712,932)
(1,043,560)
(910,577)
(50,446)
—
27,900
—
1,300,529
43,938
(22,455)
Total Valmont Industries, Inc. shareholders’ equity .
1,349,912
1,060,096
1,657,419
(2,717,515)
1,349,912
Noncontrolling interest in consolidated subsidiaries . . . .
—
—
57,098
—
57,098
Total shareholders’ equity . . . . . . . . . . . . . . . . . .
1,349,912
1,060,096
1,714,517
(2,717,515)
1,407,010
Total liabilities and shareholders’ equity . . . . . . . . .
$2,045,766
$1,725,061
$2,115,812
$(3,318,088)
$2,568,551
92
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 28, 2013
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .
Deconsolidation of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of property, plant and equipment . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit pension plan expense . . . . . . . . . . . . . . . . . . .
Contribution to defined benefit pension plan . . . . . . . . . . . . . . .
(Gain) loss on sale of property, plant and equipment
. . . . . . . . . .
Equity in earnings in nonconsolidated subsidiaries . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities (net of the effect from acquisitions):
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses
Other noncurrent liabilities
. . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parent
Non-
Guarantors Guarantors Eliminations
Total
$ 278,489
$ 97,954
$ 105,417
$(201,400)
$ 280,460
21,270
—
—
6,513
—
—
885
(150,512)
(8,948)
6,181
12,966
2,417
(10,458)
19,191
3,201
(5,908)
12,862
—
—
—
—
—
42
(53,236)
(19)
(22,259)
1,757
98
(1,643)
5,824
—
(3,251)
43,304
12,011
12,161
—
6,569
(17,619)
(5,245)
(494)
(1,174)
3,370
(1,292)
1,600
24,549
(3,317)
(4,675)
5,029
—
—
—
—
—
—
—
203,407
—
—
—
—
—
—
—
825
77,436
12,011
12,161
6,513
6,569
(17,619)
(4,318)
(835)
(10,141)
(12,708)
13,431
4,115
12,448
21,698
(1,474)
(3,305)
Net cash flows from operating activities
. . . . . . . . . . . . . . . . . .
175,287
38,129
180,194
2,832
396,442
Cash flows from investing activities:
Purchase of property, plant and equipment
. . . . . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net
(76,582)
—
794
86,258
(4,439)
—
35
(34,024)
(25,732)
(63,152)
36,753
(48,800)
—
—
—
(2,832)
(106,753)
(63,152)
37,582
602
Net cash flows from investing activities
. . . . . . . . . . . . . . . . .
10,470
(38,428)
(100,931)
(2,832)
(131,721)
Cash flows from financing activities:
Net borrowings under short-term agreements . . . . . . . . . . . . . . .
Proceeds from long-term borrowings . . . . . . . . . . . . . . . . . . . .
Principal payments on long-term obligations . . . . . . . . . . . . . . . .
Cash decrease due to deconsolidation of subsidiary . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany interest on long-term note . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interest
. . . . . . . . . . . . . . . . . . . .
Purchase of noncontrolling interest
. . . . . . . . . . . . . . . . . . . . .
Proceeds from exercises under stock plans . . . . . . . . . . . . . . . . .
Excess tax benefits from stock option exercises . . . . . . . . . . . . . .
Purchase of common treasury shares—stock plan exercises . . . . . . .
—
—
(187)
—
(25,414)
8,947
—
—
—
16,348
5,306
(16,107)
—
—
—
—
—
20,133
(46,057)
—
—
—
—
—
Net cash flows from financing activities . . . . . . . . . . . . . . . . .
(11,107)
(25,924)
5,510
274
(404)
(11,615)
—
(29,080)
46,057
(1,767)
(9,324)
—
—
—
(349)
Effect of exchange rate changes on cash and cash equivalents . . . .
—
(7,927)
(19,837)
. . . . . . . . . . . . . . . .
Net change in cash and cash equivalents
Cash and cash equivalents—beginning of year . . . . . . . . . . . . .
174,650
40,926
(34,150)
83,203
59,077
290,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,510
274
(591)
(11,615)
(25,414)
—
—
(1,767)
(9,324)
16,348
5,306
(16,107)
(37,380)
(27,764)
199,577
414,129
Cash and cash equivalents—end of year . . . . . . . . . . . . . . . . .
$ 215,576
$ 49,053
$ 349,077
$
— $ 613,706
93
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 29, 2012
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit pension plan expense . . . . . . . . . . . . . . .
Contribution to defined benefit pension plan . . . . . . . . . . .
(Gain) loss on sale of property, plant and equipment . . . . . .
Equity in earnings in nonconsolidated subsidiaries
. . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Changes in assets and liabilities (net of the effect from
acquisitions):
Receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities
. . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . .
Parent
Non-
Guarantors Guarantors Eliminations
Total
$ 234,072
$ 96,982
$123,333
$(215,471)
$ 238,916
19,121
5,829
—
—
89
(129,655)
(4,721)
(21,751)
(20,756)
(3,705)
4,446
20,339
123
(18,979)
12,923
—
—
—
(17)
(86,170)
(496)
(32,833)
5,850
(20)
578
945
—
350
38,174
—
4,281
(11,591)
249
(5,150)
8,937
(30,306)
1,293
4,968
(11,273)
(644)
(4,473)
(1,921)
—
—
—
—
—
214,847
—
—
—
—
—
—
—
(700)
70,218
5,829
4,281
(11,591)
321
(6,128)
3,720
(84,890)
(13,613)
1,243
(6,249)
20,640
(4,350)
(21,250)
Net cash flows from operating activities . . . . . . . . . . . . . .
84,452
(1,908)
115,877
(1,324)
197,097
Cash flows from investing activities:
Purchase of property, plant and equipment . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets
. . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(43,590)
—
113
(10,192)
(22,197)
—
39
22,379
Net cash flows from investing activities . . . . . . . . . . . . .
(53,669)
221
Cash flows from financing activities:
Net borrowings under short-term agreements . . . . . . . . . . .
Proceeds from long-term borrowings . . . . . . . . . . . . . . . .
Principal payments on long-term obligations . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany dividends . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of partial ownership interest . . . . . . . . .
Dividends to noncontrolling interest
. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance fees
Proceeds from exercises under stock plans
. . . . . . . . . . . .
Excess tax benefits from stock option exercises . . . . . . . . . .
Purchase of common treasury shares—stock plan exercises . .
—
39,000
(39,197)
(21,520)
—
—
—
(1,747)
21,827
5,494
(21,259)
Net cash flows from financing activities . . . . . . . . . . . . .
(17,402)
Effect of exchange rate changes on cash and cash
equivalents
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash and cash equivalents . . . . . . . . . . . .
Cash and cash equivalents—beginning of year . . . . . . . . .
—
13,381
27,545
—
—
—
—
64,348
—
—
—
—
—
—
64,348
2,285
64,946
18,257
(31,287)
(45,687)
5,873
(13,467)
(84,568)
1,828
126
(367)
—
(64,348)
1,404
(1,944)
—
—
—
—
(63,301)
4,900
(27,092)
317,092
—
—
—
1,324
1,324
(97,074)
(45,687)
6,025
44
(136,692)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,828
39,126
(39,564)
(21,520)
—
1,404
(1,944)
(1,747)
21,827
5,494
(21,259)
(16,355)
7,185
51,235
362,894
Cash and cash equivalents—end of year
. . . . . . . . . . . .
$ 40,926
$ 83,203
$290,000
$
— $ 414,129
94
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2011
Parent
Non-
Guarantors Guarantors Eliminations
Total
$ 228,308
$ 142,900
$164,422
$(298,404)
$ 237,226
Cash flows from operations:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit pension plan expense . . . . . . . . . . . . . . .
Contribution to defined benefit pension plan . . . . . . . . . . .
Loss on sale of property, plant and equipment . . . . . . . . . .
Equity in earnings in nonconsolidated subsidiaries
. . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities, before acquisitions:
Receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities
. . . . . . . . . . . . . . . . . . . .
Income taxes payable (refundable) . . . . . . . . . . . . . . . .
20,570
5,931
—
—
18
(173,305)
(4,787)
—
(16,228)
(61,976)
30
22,311
18,298
598
21,329
Net cash flows from operations
. . . . . . . . . . . . . . . . . . .
61,097
Cash flows from investing activities:
Purchase of property, plant and equipment . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets
. . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(19,185)
—
51
(18,178)
15,593
—
—
—
123
(125,269)
(964)
—
(2,904)
(45,808)
(89)
6,174
6,112
—
—
(4,132)
(12,180)
—
408
15,812
Net cash flows from investing activities . . . . . . . . . . . . .
(37,312)
4,040
Cash flows from financing activities:
Net borrowings under short-term agreements . . . . . . . . . . .
Proceeds from long-term borrowings . . . . . . . . . . . . . . . .
Principal payments on long-term obligations . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany dividends . . . . . . . . . . . . . . . . . . . . . . . .
Dividends to noncontrolling interest
. . . . . . . . . . . . . . . .
Purchase of noncontrolling interest . . . . . . . . . . . . . . . . .
Settlement of financial derivative . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance fees
. . . . . . . . . . . .
Proceeds from exercises under stock plans
Excess tax benefits from stock option exercises . . . . . . . . . .
Purchase of treasury shares . . . . . . . . . . . . . . . . . . . . . .
Purchase of common treasury shares—stock plan exercises . .
—
277,832
(271,192)
(18,227)
14,090
—
—
(3,568)
(1,339)
20,008
3,033
(4,802)
(20,090)
Net cash flows from financing activities . . . . . . . . . . . . .
(4,255)
Effect of exchange rate changes on cash and cash
equivalents
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash and cash equivalents . . . . . . . . . . . .
Cash and cash equivalents—beginning of year . . . . . . . . .
—
19,530
8,015
—
—
—
—
17,730
—
—
—
—
—
—
—
—
17,730
—
17,638
619
38,397
—
5,449
(11,860)
552
(6,818)
(79,211)
—
1,702
(11,082)
(3,983)
14,152
(12,565)
(6,479)
1,101
93,777
(51,704)
(1,539)
3,247
(1,866)
(51,862)
2,698
—
(53)
—
(31,820)
(4,958)
(25,253)
—
—
—
—
—
—
(59,386)
(3,707)
(21,178)
338,270
—
—
—
—
—
297,333
—
—
—
—
—
—
—
—
—
74,560
5,931
5,449
(11,860)
693
(8,059)
(84,962)
—
(17,430)
(118,866)
(4,042)
42,637
11,845
(5,881)
22,430
(1,071)
149,671
—
—
—
1,071
1,071
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(83,069)
(1,539)
3,706
(3,161)
(84,063)
2,698
277,832
(271,245)
(18,227)
—
(4,958)
(25,253)
(3,568)
(1,339)
20,008
3,033
(4,802)
(20,090)
(45,911)
(3,707)
15,990
346,904
Cash and cash equivalents—end of year
. . . . . . . . . . . .
$ 27,545
$ 18,257
$317,092
$
— $ 362,894
95
Valmont Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 28, 2013
(Dollars in thousands, except per share amounts)
(20) QUARTERLY FINANCIAL DATA (Unaudited)
Net Sales
Gross
Profit
Per Share
Stock Price
Amount
Basic Diluted
High
Low
Dividends
Declared
Net Earnings
2013
First . . . . . . . . . . . . . . . . . $ 819,630 $235,369 $ 77,569 $ 2.92 $ 2.89 $164.93 $133.40 $0.225
0.250
Second . . . . . . . . . . . . . . .
0.250
Third . . . . . . . . . . . . . . . .
0.250
Fourth(1) . . . . . . . . . . . . .
878,659
778,032
827,890
261,471
225,564
222,824
132.16
133.38
129.00
89,563
56,489
54,868
157.99
153.16
150.58
3.36
2.12
2.06
3.33
2.10
2.04
Year . . . . . . . . . . . . . . . . . . . $3,304,211 $945,228 $278,489 $10.45 $10.35 $164.93 $129.00 $0.975
2012
First . . . . . . . . . . . . . . . . . $ 717,350 $186,314 $ 52,325 $ 1.98 $ 1.96 $118.99 $ 90.21 $0.180
0.225
Second . . . . . . . . . . . . . . .
0.225
Third . . . . . . . . . . . . . . . .
0.225
Fourth . . . . . . . . . . . . . . .
199,395
192,402
224,345
767,315
729,839
815,037
106.52
119.23
125.00
128.40
136.11
141.18
59,980
56,731
65,036
2.27
2.14
2.45
2.24
2.12
2.43
Year . . . . . . . . . . . . . . . . . . . $3,029,541 $802,456 $234,072 $ 8.84 $ 8.75 $141.18 $ 90.21 $0.855
Earnings per share are computed independently for each of the quarters. Therefore, the sum of
the quarterly earnings per share may not equal the total for the year.
(1) The fourth quarter of 2013 included a non-cash after-tax loss of $12,011 ($.45 per share) associated
with the deconsolidation of Delta EMD Pty. Ltd. and an after-tax loss of $4,569 ($0.17 per share)
related to a fixed asset impairment loss.
96
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
The Company carried out an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company’s disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report,
the Company’s disclosure controls and procedures are effective to provide reasonable assurance that
information required to be disclosed by the Company in the reports the Company files or submits
under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management,
including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosures and (2) recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms.
97
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Securities Exchange Act Rule 13a-15(f). The
Company carried out an evaluation under the supervision and with the participation of the Company’s
management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company’s internal control over financial reporting. The Company’s management
used the framework in Internal Control—Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations (COSO) to perform this evaluation. Based on that evaluation, the Company’s
management concluded that the Company’s internal control over financial reporting was effective as of
December 28, 2013.
The effectiveness of the Company’s internal control over financial reporting as of December 28,
2013 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report, a copy of which is included in this Annual Report on Form 10-K.
98
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Valmont Industries, Inc.
Omaha, Nebraska
We have audited the internal control over financial reporting of Valmont Industries, Inc. and
subsidiaries (the ‘‘Company’’) as of December 28, 2013, based on criteria established in Internal
Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. The Company’s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the
supervision of, the company’s principal executive and principal financial officers, or persons performing
similar functions, and effected by the company’s board of directors, management, and other personnel
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.
A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation
of the effectiveness of the internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 28, 2013, based on the criteria established in Internal Control—
Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and financial statement schedule
as of and for the year ended December 28, 2013, of the Company and our report dated February 25,
2014 expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
February 25, 2014
99
ITEM 9B. OTHER INFORMATION.
Shareholder Return Performance Graphs
The graphs below compare the yearly change in the cumulative total shareholder return on the
Company’s common stock with the cumulative total returns of the S&P Mid Cap 400 Index and the
S&P Mid Cap 400 Industrial Machinery Index for the five and ten-year periods ended December 28,
2013. The Company was added to these indexes in 2009 by Standard & Poor’s. The graphs assume that
the beginning value of the investment in Valmont Common Stock and each index was $100 and that all
dividends were reinvested.
TEN YEAR COMPARISON
$800
$700
$600
$500
$400
$300
$200
$100
$0
D ec 03
$350
$300
$250
$200
$150
$100
$50
D ec 08
D ec 04
D ec 05
D ec 06
D ec 07
D ec 08
D ec 09
D ec 10
D ec 11
D ec 12
D ec 13
Valmont Industries, Inc.
S&P MidCap 400 Index
S&P 400 Industrial Machinery
19FEB201410222224
FIVE YEAR COMPARISON
D ec 09
D ec 10
D ec 11
D ec 12
D ec 13
Valmont Industries, Inc.
S&P MidCap 400 Index
S&P 400 Industrial Machinery
19FEB201410222039
100
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Except for the information relating to the executive officers of the Company set forth in Part I of
this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the
sections entitled ‘‘Certain Shareholders’’, ‘‘Corporate Governance’’, ‘‘Board of Directors and Election
of Directors’’, ‘‘Compensation Discussion and Analysis’’, ‘‘Compensation Committee Report’’,
‘‘Summary Compensation Table’’, ‘‘Grants of Plan-Based Awards for Fiscal Year 2013’’, ‘‘Outstanding
Equity Awards at Fiscal Year-End’’, ‘‘Options Exercised and Stock Vested’’, ‘‘Nonqualified Deferred
Compensation’’, ‘‘Director Compensation’’, ‘‘Potential Payments Upon Termination or
Change-in-Control’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the Proxy
Statement.
The Company has adopted a Code of Ethics for Senior Officers that applies to the Company’s
Chief Executive Officer, Chief Financial Officer and Controller and has posted the code on its website
at www.valmont.com through the ‘‘Investors Relations’’ link. The Company intends to satisfy the
disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any
provision of the Code of Ethics for Senior Officers applicable to the Company’s Chief Executive
Officer, Chief Financial Officer or Controller by posting that information on the Company’s Web site
at www.valmont.com through the ‘‘Investors Relations’’ link.
ITEM 11. EXECUTIVE COMPENSATION.
See Item 10.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
Incorporated herein by reference to ‘‘Certain Shareholders’’ and ‘‘Equity Compensation Plan
Information’’ in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
See Item 10.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information called for by Item 14 is incorporated by reference to the sections titled
‘‘Ratification of Appointment of Independent Auditors’’ in the Proxy Statement.
101
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1)(2) Financial Statements and Schedules.
PART IV
The following consolidated financial statements of the Company and its subsidiaries are included
herein as listed below:
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Earnings—Three-Year Period Ended December 28, 2013 . . . . . .
Consolidated Statements of Comprehensive Income—Three-Year Period Ended
December 28, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets—December 28, 2013 and December 29, 2012 . . . . . . . . . . . . .
Consolidated Statements of Cash Flows—Three-Year Period Ended December 28, 2013 . . . .
Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 28,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements—Three-Year Period Ended December 28, 2013 .
45
46
47
48
49
50
51
The following financial statement schedule of the Company is included herein:
SCHEDULE II—Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
All other schedules have been omitted as the required information is inapplicable or the
information is included in the consolidated financial statements or related notes. Separate financial
statements of the registrant have been omitted because the registrant meets the requirements which
permit omission.
(a)(3) Exhibits.
Index to Exhibits, Page 105
102
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)
Schedule II
Fifty-two weeks ended December 28, 2013
Reserve deducted in balance sheet from the asset to
which it applies—
Allowance for doubtful receivables . . . . . . . . . . . . . . . .
Allowance for deferred income tax asset valuation . . . . .
Fifty-two weeks ended December 29, 2012
Reserve deducted in balance sheet from the asset to
which it applies—
Allowance for doubtful receivables . . . . . . . . . . . . . . . .
Allowance for deferred income tax asset valuation . . . . .
Fifty-three weeks ended December 31, 2011
Reserve deducted in balance sheet from the asset to
which it applies—
Balance at
beginning of
period
Charged to
profit and
loss
Deductions
from
reserves*
Balance at
close of
period
$
7,898
120,979
4,674
(13,212)
(2,203)
—
$ 10,369
107,767
$
7,555
123,522
1,336
(2,543)
(993)
—
$
7,898
120,979
Allowance for doubtful receivables . . . . . . . . . . . . . . . .
Allowance for deferred income tax asset valuation . . . . .
$
8,406
208,130
1,627
(84,608)
(2,478)
—
$
7,555
123,522
*
The deductions from reserves are net of recoveries.
103
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 25th day of February, 2014.
SIGNATURES
Valmont Industries, Inc.
By:
/s/ MOGENS C. BAY
Mogens C. Bay
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities indicated and on the
dates indicated.
Signature
Title
Date
/s/ MOGENS C. BAY
Mogens C. Bay
Director, Chairman and Chief Executive
Officer (Principal Executive Officer)
2/25/2014
/s/ TERRY J. MCCLAIN
Terry J. McClain
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
2/25/2014
/s/ MARK C. JAKSICH
Mark C. Jaksich
Vice President and Controller (Principal
Accounting Officer)
2/25/2014
Walter Scott, Jr.*
Kenneth E. Stinson*
Glen A. Barton*
James B. Milliken*
Daniel P. Neary*
K.R. (Kaj) den Daas*
Catherine James Paglia*
Clark (Sandy) Randt*
* Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the
directors indicated on this 25th day of February, 2014. 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
104
INDEX TO EXHIBITS
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 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 3.2 to
the Company’s Annual Report on form 10-K for the year ended December 29,
2012 and is incorporated herein 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 dated August 15, 2012 and is incorporated herein by reference.
Exhibit 4.2 — Indenture relating to senior subordinated debt dated as of May 4, 2004 between
Valmont, the subsidiary guarantors named therein, and Wells Fargo Bank, National
Association as Trustee. This document was filed as Exhibit 4.2 to the Company’s
Annual Report on Form 10-K for the year ended December 26, 2009 and is
incorporated herein by this reference.
Exhibit 4.3 — Supplemental Indenture dated as of March 3, 2010 to Indenture dated as of
May 4, 2004 between Valmont, the subsidiary guarantors named therein, and Wells
Fargo Bank, National Association as Trustee. This document was filed as
Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 27, 2009 and is incorporated herein by this 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 dated April 12, 2010 and is incorporated
herein by this reference.
Exhibit 4.5 — First Supplemental Indenture, 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 dated April 12, 2010 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 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 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 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 for the year ended
December 26, 2009 and is incorporated herein by this reference.
105
Exhibit 10.5* — The Company’s 2008 Stock Plan.
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 dated April 30, 2013 and is incorporated
herein by reference.
Exhibit 10.7 — Form of Stock Option Agreement. This document was filed as Exhibit 10.3 to the
Company’s Current Report on Form 8-K dated April 30, 2013 and is incorporated
herein by reference.
Exhibit 10.8 — Form of Restricted Stock Agreement. This document was filed as Exhibit 10.4 to
the Company’s Current Report on Form 8-K dated April 30, 2013 and is
incorporated herein by reference.
Exhibit 10.9 — 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 dated April 30, 2013
and is incorporated herein by reference.
Exhibit 10.10 — Form of Restricted Stock Unit Agreement (Foreign Employee). This document
was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated
April 30, 2013 and is incorporated herein by this reference.
Exhibit 10.11
Form of Director Stock Option Agreement. This document was filed as
Exhibit 10.9 to the Company’s Annual Report on form 10-K for the year ended
December 29, 2012 and is incorporated herein by reference.
Exhibit 10.12* — The 2008 Valmont Executive Incentive Plan.
Exhibit 10.13
The 2013 Valmont Executive Incentive Plan. This document was filed as
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 30, 2013
and is incorporated herein by reference.
Exhibit 10.14 — 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 2013’’, ‘‘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 29, 2014.
Exhibit 10.15* — The Amended Unfunded Deferred Compensation Plan for Nonemployee
Directors.
Exhibit 10.16* — VERSP Deferred Compensation Plan.
Exhibit 10.17
Separation Agreement and Release dated August 13, 2013 between Richard P.
Heyse and the Company. This document was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated August 13, 2013 and is
incorporated by 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.
106
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 28, 2013, 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
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to the registrant’s
long-term debt are not filed with this Form 10-K. Valmont will furnish a copy of such long-term debt
agreements to the Securities and Exchange Commission upon request.
Management contracts and compensatory plans are set forth as exhibits 10.1 through 10.17.
107
POWER OF ATTORNEY
Exhibit 24
The undersigned Directors of Valmont Industries, Inc., a Delaware Corporation, hereby constitute
and appoint Mogens C. Bay as attorney-in-fact in their name, place and stead to execute Valmont’s
annual report on Form 10-K for the fiscal year ended December 28, 2013, together with any and all
subsequent amendments thereof in their capacity as Director and hereby ratify all that said
attorney-in-fact may do by virtue thereof.
DATED this 25th day of February, 2014.
/s/ GLEN A. BARTON
Glen A. Barton,
Director
/s/ JAMES B. MILLIKEN
James B. Milliken,
Director
/s/ K.R. (KAJ) DEN DAAS
K. R. (Kaj) den Daas,
Director
/s/ DANIEL P. NEARY
Daniel P. Neary,
Director
/s/ CATHERINE J. PAGLIA
/s/ CLARK T. RANDT, JR.
Catherine J. Paglia,
Director
/s/ WALTER SCOTT, JR.
Walter Scott, Jr.,
Director
Clark T. Randt, Jr.,
Director
/s/ KENNETH E. STINSON
Kenneth E. Stinson,
Director
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Mogens C. Bay, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 28, 2013, 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.
Date: February 25, 2014
/s/ MOGENS C. BAY
Mogens C. Bay
Chairman and Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Terry J. McClain, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 28, 2013 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/ TERRY J. MCCLAIN
Terry J. McClain
Executive Vice President and Chief Financial Officer
Date: February 25, 2014
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the SarbanesOxley Act of 2002
The undersigned, Mogens C. Bay, Chairman and Chief Executive Officer of Valmont
Industries, Inc. (the ‘‘Company’’), has executed this certification in connection with the filing with the
Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the year
ended December 28, 2013 (the ‘‘Report’’).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the SarbanesOxley Act of 2002, to his knowledge that:
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.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 25th day of
February, 2014.
/s/ MOGENS C. BAY
Mogens C. Bay
Chairman and Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the SarbanesOxley Act of 2002
The undersigned, Terry J. McClain, Senior Vice President and Chief Financial Officer of Valmont
Industries, Inc. (the ‘‘Company’’), has executed this certification in connection with the filing with the
Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the year
ended December 28, 2013 (the ‘‘Report’’).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the SarbanesOxley Act of 2002, to his knowledge that:
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.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 25th day of
February, 2014.
/s/ TERRY J. MCCLAIN
Terry J. McClain
Executive Vice President and Chief Financial Officer