FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
MESSAGE TO FELLOW
SHAREHOLDERS
FORM 10-K
MESSAGE
TO FELLOW
SHAREHOLDERS
2016 was a year of improved performance in diffi-
While our markets and businesses are cyclical,
cult markets. While revenue growth was impeded
it is important to keep in mind the strong long-
by the continued cyclical weakness in a number
term drivers: in our irrigation business, there will
of our markets, adjusted earnings per share grew
be an ever-present need to improve food produc-
14 percent, (and 346 percent on a GAAP basis).
tion to feed a growing population while making
Numerous headwinds were specific to our end
markets: Lower farm income led to reduced
revenues in our irrigation business. Governments
around the world continue to limit investments
in infrastructure, and a strong U.S. dollar resulted
in unfavorable foreign currency translation. In
addition, volatile steel prices affected most of
our businesses, creating challenges in product
pricing and inventory management. Despite
efficient use of scarce fresh water resources. In
our infrastructure businesses, in order to develop,
grow and maintain economies, good roadway,
wireless communication and power transmission
and distribution infrastructure is critical. These
are powerful secular drivers.
Annual Segment Performance Update:
Engineered Support Structures: This segment
saw increased sales and improved profitability
these difficulties, we had many bright spots as
supported by a lower cost structure. In North
our teams around the world continued to lower
America, U.S. lighting and traffic results were
costs, identify new market opportunities, intro-
positive. Non-residential construction spending
duce new products and generate demand in
provided growth partly through our strong
this environment.
We met all but one of our financial goals outlined
at our Investor Day in February, 2016. Adjusted
earnings per share grew 14 percent, return on
invested capital achieved our 10 percent goal,
and our free cash flow exceeded adjusted net
earnings. While we missed meeting our revenue
growth goal, we finished the year with revenue
growth in the fourth quarter.
relationships with lighting fixture manufacturers.
While the passage of a five-year federal highway
bill should help our lighting business in the U.S.,
the effects on 2016 were not significant. Wireless
communication product sales were modestly
lower in North America, but strong in China and
Australia, as those countries continue to build
out their 4G networks. Europe remains a tough
market overall, although there were pockets of
strength in certain geographic areas.
Utility Support Structures: This segment expe-
rienced lower sales, mostly due to decreased
Coatings: In this segment, our North American
business performed well in the first half of the
selling prices tied to lower steel costs. Volumes
year, before a slowdown in general fabrication,
in our primary market in North America improved.
solar and agricultural markets hampered volume
Cost reductions and increased manufacturing
and profitability in the second half. Late in the
productivity led to increased profitability. We
year, we opened a new plant in Texas to serve
delivered on our commitment to improve the
our internal needs and local market demand.
quality of earnings by 200 basis points in 2016
Operations in the Asia-Pacific region have also
compared to 2015. Market demand improved
been affected by a slowdown in energy end-mar-
throughout the year and we enter 2017 optimistic
kets in Southeast Asia and the weaker Australian
about growth in sales and profitability.
economy. Hot-dipped galvanizing continues to
Energy and Mining: Our primary market for
products serving the mining industry in Australia
remains stagnant. Low oil prices have resulted
in reduced investment in oil and natural gas
exploration, pressuring our offshore oil and access
be the best way to protect steel from corrosion
and extend the longevity and value of products
we coat for our customers and ourselves.
Irrigation: This segment continued to face
weakness in North America due to declining
systems businesses. A bright spot has been the
net farm income as commodity prices remained
demand for offshore wind energy support struc-
low. Our international business on the other hand
tures and rotor housings for turbines. Our focus
delivered improved revenues in 2016. Our inter-
in this segment is to leverage our unique engi-
national organization has been built over many
neering and manufacturing capabilities to further
years and has proven to be an important compet-
penetrate new markets that are less dependent
itive advantage in our global irrigation business.
on energy prices.
Despite lower sales, quality of earnings remains
strong, with operating margins in the mid-teens,
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 processes. 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 products and services
we provide. 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.
highlighting the team’s ability to operate effi-
While we will continue to pursue lean initiatives,
ciently even in the face of headwinds. Going
we will sharpen our focus on sales and marketing
forward, for this business to improve significantly
efforts to increase revenue going forward by
in the short-term, there either needs to be an
finding new geographies, untapped markets
increase in end-market demand, or crop produc-
and innovative products to increase our value
tion problems in one or more major markets.
to our customers. We will also step up our merger
During the last two years, we have been acutely
focused on rationalizing our footprint, driving
out costs and improving productivity. These
efforts throughout our organization have helped
improve our cost structure and competitiveness
in a significant way and position us well for when
markets improve. Importantly, we were pleased
to see a continued improvement in our safety
and acquisition activities, while remaining disci-
plined and true to our approach of leveraging
markets, products and geographies and growing
shareholder value through a focus on return on
invested capital. Though we do not anticipate
major improvements in end markets in 2017,
we do expect revenue and earnings growth
and to meet our financial goals.
performance, which is a key priority for us.
Thank you for your continued support. I look
As we look to the future, I am enthusiastic about
the appointment of Steve Kaniewski to the role
of President and Chief Operating Officer. The
board created this position as an important step
forward to updating you on our progress in 2017.
in our succession planning. Steve is a seasoned
executive with broad experience at Valmont,
Mogens C. Bay
Chairman and Chief Executive Officer
both at corporate and in two business segments.
FINANCIAL HIGHLIGHTS
Net Sales
Operating Income
Diluted Earnings Per Share
$ 3,030 $ 3,304 $ 3,123 $ 2,618
$ 2,522
$ 382.3 $ 473.1 $ 357.7 $131.62
$ 243.52
$ 8.75 $ 10.35 $ 7.09 $ 1.715
$ 7.634
$ 255.92
$ 237.52
$ 6.424
$ 5.635
2012 2013 2014 2015
2016
2012 2013 2014 2015
2016
2012 2013 2014 2015
2016
Dollars in millions, except per share amounts
OPERATING RESULTS
Net sales
Operating income2
Net earnings1,4,5
Diluted earnings per share4,5
Dividends per share
FINANCIAL POSITION
Total shareholders’ equity
Invested capital3
OPERATING PROFITS
Gross profit as a % of net sales
Operating income as a % of net sales
Net earnings as a % of net sales1,3
Return on beginning equity
Return on invested capital3
YEAR-END DATA
Shares outstanding (000)
Approximate number of shareholders
Number of employees
2016
2,521.7
$
$
243.5
173.2
7.63
1.50
2015
2,618.9
131.7
40.1
1.71
1.50
2014
3,123.1
$
357.7
184.0
7.09
1.375
$
982.8
$
965.2
1,774.8
1,759.9
$
1,250.4
2,096.3
26.0%
9.7%
6.9 %
18.9 %
9.5 %
22,521
3,500
10,552
23.7%
5.0%
1.5 %
3.3 %
4.6 %
22,857
3,000
10,697
25.9%
11.5%
5.9 %
12.1 %
11.3 %
24,229
2,500
11,321
1 Net earnings attributable to Valmont Industries, Inc.
2 Fiscal 2016 GAAP operating income included restructuring expense of $12.4 million (pre-tax). On an adjusted basis, operating income was $255.9 million.
Fiscal 2015 GAAP operating income included intangible asset impairments of $42.0 million (pre-tax), restructuring expense of $39.9 million (pre-tax), and
other non-recurring expenses of $24.0 million pre-tax on an adjusted basis, operating income was $237.5 million.
3 See Item 6, Selected Financial Data, in this Form 10-K for calculation of invested capital and return on invested capital.
4 Fiscal 2016 included deferred income tax benefit of $30.6 million ($1.35 per share) resulting primarily from the re-measurement of the deferred tax asset for
the Company's U.K. defined benefit pension plan. In addition, fiscal 2016 included $9.9 million ($0.44 per share) recorded as a valuation allowance against
a tax credit asset. Finally, fiscal 2016 included the reversal of a contingent liability that was recognized as part of the Delta purchase accounting of $16.6 million
($0.73 per share) which is not taxable.
5 Fiscal 2015 included intangible asset impairment of $40.1 million after tax ($1.72 per share), restructuring expense of $28.2 million after tax ($1.20 per share),
other non-recurring expenses of $16.3 million after tax ($0.69 per share) and deferred tax expense of $7.1 million ($0.31 per share) due to a change in the U.K.
tax rate. Fiscal 2014 included costs associated with refinancing of our long-term debt of $24.2 million after tax ($0.93 per share), and mark-to-market loss of
$3.8 million after tax on shares of Delta Pty. Ltd. ($0.15 per share).
For more information on the footnotes above and the reasons why we believe the non-GAAP measures are useful, please see Item 6, Item 7 and Item 8.
VALMONT AT A GLANCE
Valmont competes in the global industries for infrastructure
and agriculture through five primary business segments:
Engineered Support Structures, Utility Support Structures,
Coatings, Energy and Mining, and Irrigation.
Engineered Support Structures
We design, engineer, manufacture and supply
essential infrastructure products for wireless
communications, street, highways and commer-
cial construction applications. In doing so, we
support global infrastructure investment to
enhance economic growth.
(cid:2)(cid:2) Steel, aluminum, composite and wood
poles for lighting, traffic and signage
(cid:2)(cid:2) Steel structures and components for
wireless communications
(cid:2)(cid:2) Highway safety products for road
infrastructure
Utility Support Structures
We provide the utility industry with highly engi-
neered structures that support new generating
capacity, including renewable energy sources,
and upgrades to aging transmission grids.
(cid:2)(cid:2) Steel, concrete and hybrid structures for
high-voltage electric power transmission,
substations and distribution
Coatings
Our high-performing coatings protect invest-
ments in infrastructure by preventing corrosion
and extending the lifetimes of metal products
across numerous end markets.
(cid:2)(cid:2) Hot-dip galvanizing and high-performing
alternatives, including anodizing, powder
coating, e-coating and other finishes
Energy and Mining
We engineer and manufacture a number of
products primarily serving the energy, mining,
infrastructure and industrial markets. We also
manufacture grinding media used in mining
extraction.
(cid:2)(cid:2) Engineered access systems and perforated
metal that allow people to effectively move
through an industrial complex
(cid:2)(cid:2) Towers and components for the wind energy
industry and related products and services
(cid:2)(cid:2) Grinding media for mining operations
Irrigation
Through our efficient mechanized irrigation
equipment, we help producers feed growing
populations and support demand for biofuels,
while making efficient use of the world’s limited
freshwater supply.
(cid:2)(cid:2) Center pivot, linear move and corner
irrigation equipment
(cid:2)(cid:2) Pivot tracking and water application
control technology
(cid:2)(cid:2) Tubular products for agriculture and industry
Competitive Strengths
(cid:2)(cid:2) We hold leadership positions in most of our
Value Creation
We believe shareholder value is created when
our after-tax returns grow over time and
exceed our cost of capital. We believe stock
prices are correlated with value creation.
We call our measure of value creation
TVI (Total Value Impact), which is
calculated as follows:
Net Operating Profit After-
Tax – Cost of Capital = TVI
major markets.
(cid:2)(cid:2) We believe we are the leading competitor
in fragmented industries.
(cid:2)(cid:2) We are a global player with international
revenues representing 61% of sales in 2016.
Our long term financial goals
(cid:2)(cid:2) Grow revenue between 5-10% through growth
in our existing businesses and by acquisition
(cid:2)(cid:2) Grow earnings per-share more than 10%
(cid:2)(cid:2) After-tax return on invested capital greater
than 10%
(cid:2)(cid:2) Free cash flow equals or exceeds net earnings
Our capital allocation philosophy is based on
three priorities:
(cid:2)(cid:2) Support the growth and operations of our
existing businesses through working capital
and capital investment
(cid:2)(cid:2) Pursue acquisitions that leverage with our
businesses or competencies and show clear
path to exceeding our cost of capital within
2 to 3 years
(cid:2)(cid:2) Return money to shareholders through
dividends or opportunistic share repurchases
BOARD
OF DIRECTORS
Mogens C. Bay
Chairman and
James B. Milliken
Chancellor
Ambassador
Clark T. Randt, Jr.
Chief Executive Officer
City University of New York
Former U.S. Ambassador
Valmont Industries, Inc.
Director Since 2011
to the People’s Republic of China
Director Since 1993
Kaj den Daas
Daniel P. Neary
Chairman and Retired
Director Since 2009
Walter Scott, Jr.
Retired Executive Vice President
Chief Executive Officer
Retired Chairman
Phillips Lighting B.V.
of the Netherlands
Director Since 2004
Mutual of Omaha
Director Since 2005
Peter Kiewit Sons, Inc.
Director Since 1981
Catherine J. Paglia
Kenneth E. Stinson
Dr. Theo W. Freye
Director
Lead Director
Retired Chairman
CLAAS KgaA
Director Since 2015
Enterprise Asset Management
Chairman Emeritus
Director Since 2012
Peter Kiewit Sons’, Inc.
Director Since 1996
Audit
Committee
Human Resources
Committee
Governance and
Nominating Committee
Walter Scott, Jr. (Chairman)
Daniel P. Neary (Chairman)
Clark T. Randt, Jr. (Chairman)
Kaj den Daas
Daniel P. Neary
Catherine J. Paglia
Catherine J. Paglia
Kenneth E. Stinson
Dr. Theo W. Freye
James B. Milliken
CORPORATE & BUSINESS
UNIT MANAGEMENT
Corporate Management
Mogens C. Bay
Chairman
& Chief Executive Officer
Vanessa K. Brown
Senior Vice President
Human Resources
Timothy P. Francis
Vice President
& Corporate Controller
R. Andrew Massey
Vice President
Legal & Compliance
Stephen G. Kaniewski
President
& Chief Operating Officer
Douglas M. Bryson
Senior Vice President
Steel Operations
John A. Kehoe
Vice President
Information Technology
Darrel G. Moreland
Vice President
& Head of Audit
Mark C. Jaksich
Executive Vice President
& Chief Financial Officer
Ellen S. Dasher
Vice President
Global Taxation
Business Unit Management
Engineered
Support Structures
David M. LeBlanc
Group President
International
Barry A. Ruffalo
Group President
North America
Viswanath Devarajan
Managing Director
India
Gary P. King
Vice President
& General Manager
U.S. Lighting & Traffic
Stephen B. LeGrand
Vice President
Strategy Deployment
Casey L. Meyer
Vice President
& Group Controller
Jason Palumbis
Vice President
Sales & Marketing
Lighting, Traffic
& Communication
Structures
T. Mitchell Parnell
Vice President
Human Resources
Piet Stevens
Vice President
& General Manager
Europe, Middle East
& Africa
Jerry Wang
Managing Director
Structures, China
Dan Witt
Vice President
Agent Sales U.S.
Lighting & Traffic
& General Manager
MATCO
Utility Support
Structures
Aaron M. Schapper
Group President
Michael Banat
Vice President
& General Manager
International Utility
James Christopher
Colwell
Vice President
Strategy & Commerce
Timothy L. Kennedy
Vice President
Human Resources
Karen C. Potts
Vice President
Group Legal Counsel
Larry E. Price
Vice President
& Group Controller
John L. Schweitz
Vice President
Business Development
Irrigation
Leonard M. Adams
Group President
Joshua M. Dixon
Vice President
& General Manager
International Irrigation
Robert M. Gillen
Vice President
Operations
Robert J. Ludvik
Vice President
& Group Controller
Matt T. Ondrejko
Vice President
Global Marketing
Coatings
Richard S. Cornish
Group President
Kevin C. Halstead
Vice President
Global Engineering
Pete Smith
Vice President
& General Manager
North American
Galvanizing
Energy and Mining
Barry A. Ruffalo
Group President
Jens Holk Nielsen
Chief Executive Officer
Valmont SM A/S
Paul Shelley
Managing Director
Donhad Pty Ltd
Ed Sill
Region President
Australia/New Zealand
and Managing Director
Access Systems
Richard J. Panowicz
Vice President Sales
North American Sales
David Wong
Managing Director
Asia
CORPORATE &
C
STOCK INFORMATION
ST
Corp
Corporate Headquarters
Valm
Valmont Industries, Inc.
One Valmont Plaza
One V
Omaha, Nebraska 68154-5215 USA
Oma
Tel
Tel
Fax
Fax
Online www.valmont.com
Onlin
1-402-963-1000
1-402-963-1198
Inde
Independent Registered Public
Accounting Firm
cco
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:
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
1-844-202-5345 or 1-720-414-6878
Send Certificates for Transfer
and Address Changes to:
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
1-844-202-5345 or 1-720-414-6878
Annual Meeting
The annual meeting of Valmont’s shareholders
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 and Governance and Nominating
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 68154-5215 USA
will be held at 1:00 p.m. on Tuesday, April 25, 2017,
Tel
1-402-963-1000
at One Valmont Plaza, Omaha, Nebraska USA.
Fax
1-402-963-1096
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or
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
Common Stock $1.00 par value
Name of exchange on which
registered
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
No
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
No
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
No
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
No
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.
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
Accelerated filer
Smaller reporting company
(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 o No x
At February 21, 2017 there were 22,521,423 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 25, 2016 was $2,917,069,089.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s proxy statement for its annual meeting of shareholders to be held on April 25, 2017 (the “Proxy Statement”),
to be filed within 120 days of the fiscal year ended December 31, 2016, are incorporated by reference in Part III.
This Introduction of the 10-K is a summary of Valmont Industries, Inc. It does not contain all of the information you should
consider. Please read the entire 10-K carefully before voting or making an investment decision. In particular please refer to the
following sections:
Item 1 Business
Item 6 Selected Financial Data
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 8 Financial Statements and Supplementary Data
Note, this introduction does not contain Part III information as most of the information will be incorporated by reference from
our proxy statement to be filed for the annual shareholders meeting on April 25, 2017.
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 31, 2016
TABLE OF CONTENTS
Page
No.
2
10
16
16
16
17
18
19
22
42
43
96
96
98
99
99
99
99
99
100
PART I
Item 1
Business ............................................................................................................................
Item 1A Risk Factors ......................................................................................................................
Item 1B Unresolved Staff Comments.............................................................................................
Properties ..........................................................................................................................
Item 2
Legal Proceedings.............................................................................................................
Item 3
Item 4
Mine Safety Disclosures ...................................................................................................
PART II
Item 5
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
Item 6
Item 7
Item 7A Quantitative and Qualitative Disclosures About Market Risk..........................................
Item 8
Item 9
Financial Statements and Supplementary Data ................................................................
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .......................................................................................................................
Item 9A Controls and Procedures ...................................................................................................
Item 9B Other Information .............................................................................................................
Part III
Item 10 Directors, Executive Officers and Corporate Governance
Item 11
Item 12
Executive Compensation ..................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters ........................................................................................................
Item 13... Certain Relationships and Related Transactions, and Director Independence .................
Item 14
Principle Accountant Fees and Services...........................................................................
Part IV
Item 15
Exhibits and Financial Statement Schedules ....................................................................
1
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, aluminum and
composite pole, tower and other structures in our Engineered Support Structures (ESS) 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. Within our Energy and Mining segment, we manufacture industrial access systems, grinding media
used in mining operations, and complex steel structures used in wind energy and utility transmission applications outside the
United States. We also provide metal coating services, including galvanizing, painting and anodizing in our Coatings
segment. Our products sold through the ESS segment include outdoor lighting, traffic control, and roadway safety structures,
wireless communication structures and components. 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 2016, 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, our Utility segment increased its sales between 2010 and 2013 through our engineering
capability and strong customer service to meet our customers’ requirements, especially on large, complex projects.
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. We have also expanded our geographic presence in Europe, Middle East, 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
manufacturing presences in China and India was based primarily on expanding our offering of pole structures for lighting,
utility and wireless communication to these markets. 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
2015 acquisition of American Galvanizing provides us with a presence in the Northeast U.S. galvanizing market.
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. Our 2014 acquisition of the majority ownership in AgSense allows us to
offer expanded remote monitoring services over irrigation equipment and other aspects of a farming operation.
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.
including the fiberglass composite structures offered through Shakespeare Composite Structures which we acquired in 2014.
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 in 2010 gave
2
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):
2012
• Acquisition of a galvanizing business with three locations in Ontario, Canada (Coatings)
2013
• Acquisition of a manufacturer of perforated, expanded metal for the non-residential market, industrial flooring and
handrails for the access systems market, and screening media for applications in the industrial and mining sectors in
Australia and Asia (Energy and Mining)
• Acquisition of the remaining 40% not previously owned of Valley Irrigation South Africa Pty. Ltd (Irrigation)
• Acquisition of a distributor holding proprietary intellectual property for products serving the highway safety market
located in New Zealand (ESS)
2014
• Acquisition of 90% of a manufacturer of heavy complex steel structures (Valmont SM) with two manufacturing
locations in Denmark (Energy and Mining)
• Acquisition of a 51% ownership stake in AgSense, which provides farmers with remote monitoring equipment for
their pivots and entire farming operation (Irrigation)
• Acquisition of a manufacturer of fiberglass composite support structures with two manufacturing locations in South
Carolina (ESS)
2015
• Acquisition of a galvanizing business located in Hammonton, New Jersey (Coatings)
2016
• Acquisition of the remaining 30% not previously owned of IGC Galvanizing Industries (M) Sdn Bhd (Coatings)
• Acquisition of 5.2% of the remaining 10% not previously owned of Valmont SM (Energy & Mining)
There have been no significant divestitures of businesses in the past five years.
(b)
Segments
The Company has five 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 Support Structures: This segment consists of the manufacture and distribution of engineered metal,
wood, and composite structures and components for global lighting and traffic, wireless communication, and roadway safety;
Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for
the global utility industry;
Energy and Mining: This segment, all outside of the United States, consists of the manufacture of access systems
applications, forged steel grinding media, on and off shore oil, gas, and wind energy structures.
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 as well as tubular products for a variety of industrial customers.
3
In addition to these five reportable segments, we had other operations and activities that individually are not more
than 10% of consolidated sales, operating income or assets in fiscal years prior to 2016.
Amounts of sales, operating income and total assets attributable to each segment for each of the last three years is set
forth in Note 19 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 five reportable segments is set forth below.
Engineered Support Structures Segment
Products Produced—We manufacture steel, aluminum, and composite 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.
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.
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 was renewed
and extended in late 2015. 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,
4
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.
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 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.
5
Energy and Mining Segment
Products Produced— We produce and distribute access systems, which are engineered structures and components
that allow people to move safely and effectively in an industrial, infrastructure or commercial facility. We also produce a line
of products which are used in architectural applications. Examples of these products are perforated metal sun screens and
facades that can be used on building structures to improve shading and aesthetics. Products offered in this product line are
usually engineered to specific customer requirements and include floor gratings, handrails, barriers and sunscreens. This
segment also manufactures complex steel structures, rotor houses, crown-mounted compensators, winches, cranes and
material handling equipment for offshore and land-based wind energy, oil & gas, and utility transmission outside of North
America. We also produce forged steel products used in the mining processing industry.
Markets - 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, natural gas
and mineral exploration companies, resellers such as steel service centers, and end users. Markets for the complex steel
structures are in oil and gas, wind turbine towers, and material handling systems within Europe. The market for grinding
media are mines typically within Australia.
Competition - For both access systems and grinding media, we compete on the basis of product quality and timely,
complete and accurate delivery of the product. There are numerous competitors for both of these product lines. Pricing can be
very competitive, especially when demand is weak or when strong local currencies result in increased competition from
imported products. For offshore and complex steel structures, we compete based on our ability to co-engineer and design
solutions with customers, carry out advanced order production of complex steel constructions with electronics and hydraulics
and having highly automated series production for more mature products.
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:
• Hot-dipped Galvanizing
• Anodizing
•
Powder Coating
• 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.
6
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 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.
Other Types of Irrigation — 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 50% of the irrigated acreage in North America. International markets use predominantly flood irrigation,
although all forms are used to some extent.
The Company through its majority ownership in AgSense LLC, develops and markets remote monitoring technology
for pivot irrigation systems that is sold on a subscription basis under the WagNet product name. WagNet technology allows
growers to remotely monitor and operate irrigation equipment and other farm structures such as grain bins. Data management
and control is achieved using applications running on either a personal computer-based internet browser or various mobile
devices connected to the internet. We also manufacture tubular products for industrial customers primarily in the agriculture
industry as well as in the transportation and other industries.
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:
•
•
•
conversion from flood irrigation
replacement of existing mechanized irrigation machines
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:
•
•
•
only 2.5% of total worldwide water supply is freshwater
of that 2.5%, only 30% of freshwater is available to humans
the largest user of that freshwater is agriculture
7
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
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.
Distribution Methods—We market our irrigation machines and service parts through independent dealers. There are
approximately 280 dealer locations in North America, with another approximately 210 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
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.
service. Our
General
Certain information generally applicable to each of our five 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, steel service centers,
and zinc producers and these materials 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.
8
Backlog.
The backlog of orders for the principal products manufactured and marketed was $602.9 million at the end of the
2016 fiscal year and $590.4 million at the end of the 2015 fiscal year. An order is reported in our backlog upon receipt of a
purchase order from the customer or execution of a sales order contract. We anticipate that most of the 2016 backlog of
orders will be filled during fiscal year 2017. At year-end, the segments with backlog were as follows (dollar amounts in
millions):
Engineered Support Structures
Energy & Mining
Utility Support Structures
Irrigation
Coatings
12/31/2016
12/26/2015
$
$
170.9
99.4
268.1
64.1
0.4
602.9
$
$
148.2
110.6
244.6
86.7
0.3
590.4
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 31, 2016, we had 10,552 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 19 of our consolidated financial statements. While Australia accounted for approximately 13% of our net
sales in 2016, no other foreign country accounted for more than 5% of our net sales. Net sales for purposes of Note 19
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.
9
ITEM 1A. RISK FACTORS.
The following risk factors describe various risks that may affect our business, financial condition and operations.
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 $600 million in 2016 and 2015. 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. 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
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. As of November 2016, the U.S. Department of Agriculture (the “USDA”) estimated
U.S. 2016 net farm income to be $66.9 billion, down 17 percent from the USDA’s final U.S. 2015 net farm income of $80.9
billion. If the USDA’s estimate proves accurate, net farm income in 2016 would be at its lowest level since 2009.
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.
The access systems and grinding media product lines are dependent on investment spending by our customers in the
oil, natural gas, and other mined mineral exploration industries, most specifically in the Asia Pacific region. During periods
of continued low oil and natural gas prices, these customers may elect to curtail spending on new exploration sites which will
cause us to experience lower demand for these specific product lines.
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.
Changes in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas and fuel may
increase our operating costs and likely reduce our net sales and 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 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:
•
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;
10
•
•
•
•
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;
increased cost of major inputs, such as scrap steel, coke, iron ore and energy;
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
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 Support Structures 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.
Steel prices for both hot rolled coil and plate decreased substantially in North America in 2015 as compared to 2014.
Decreases in our product sales pricing and volumes offset the increase in gross profit realized from the lower steel prices.
Steel is most significant for our Utility Support Structures segment where the cost of steel has been approximately 50% of the
net sales, on average. Assuming a similar sales mix, a hypothetical 20% change in the price of steel would have affected our
net sales from our utility support structures segment by approximately $54 million for the year ended December 31, 2016.
We believe the volatility over the past several years was due to significant increases in global steel production and
rapid changes in consumption (especially in rapidly growing economies, such as China and India). The speed with which
steel suppliers impose price increases on us may prevent us from fully recovering these price increases particularly in our
lighting and traffic and utility businesses. In the same respect, rapid decreases in the price of steel can also result in reduced
operating margins in our utility businesses due to the long production lead times.
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
industries. Because these products are used primarily
applications. Our Coatings segments serve many
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):
• weakness in the general economy, which may negatively affect tax revenues, resulting in reduced funds
available for construction;
•
•
interest rate increases, which increase the cost of construction financing; and
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 Support Structures segment, particularly our lighting, traffic and highway safety
products, are highly dependent upon federal, state, local and foreign government spending on infrastructure development
projects, such as the 2015 U.S. federal highway bill. 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
11
delays, with respect to infrastructure appropriations. For instance, the lack of long-term U.S. federal highway spending
legislation for a significant period of time prior to the 2015 U.S. federal highway bill 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 31, 2016, we
operated over 80 manufacturing plants, located on six continents, and sold our products in more than 100 countries. In 2016,
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:
•
•
•
•
•
•
political and economic instability where we have foreign business operations, resulting in the reduction of the
value of, or the loss of, our investment;
recessions in economies of countries in which we have business operations, decreasing our international sales;
difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and
decreasing profits;
potential violation of local laws or unsanctioned management actions that could affect our profitability or ability
to compete in certain markets;
difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles
and irrigation designs;
increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit
on these sales; and
•
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. In 2015, we recorded a $7 million allowance for doubtful accounts in
our Irrigation segment related to a long-term receivable with a Chinese municipal entity.
Failure to comply with any applicable anti-corruption legislation could result in fines, criminal penalties and an adverse
effect on our business.
We must comply with all applicable laws, which may include the U.S. Foreign Corrupt Practices Act (FCPA), the
UK Bribery Act or other anti-corruption laws. These anti-corruption laws generally prohibit companies and their
intermediaries from making improper payments or providing anything of value to improperly influence government officials
or private individuals for the purpose of obtaining or retaining a business advantage regardless of whether those practices are
legal or culturally expected in a particular jurisdiction. Recently, there has been a substantial increase in the global
enforcement of anti-corruption laws. Although we have a compliance program in place designed to reduce the likelihood of
potential violations of such laws, violations of these laws could result in criminal or civil sanctions and an adverse effect on
the company’s reputation, business and results of operations and financial condition.
12
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 39% of our fiscal 2016 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 significantly against most currencies in fiscal 2015.
The most significant impact was involving our Australian sales measured in U.S. dollar terms that decreased by
approximately $68 million due to exchange rate translation effects in fiscal 2015. 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 2016, we realized a $1.6 million decrease in operating profit, as compared to 2015, from
currency translation effects. 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 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 (ex. United States), 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. For example, we recorded a $17.0
million reserve in the fourth quarter of 2015 for a commercial settlement with a large customer that requires ongoing quality
monitoring. Our products in the Engineered Support Structures 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.
13
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.
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
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.
14
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 31, 2016, we had $756.4 million of total indebtedness outstanding. We had $584.6 million of
capacity to borrow under our revolving credit facility at December 31, 2016. 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:
•
•
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;
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;
•
our ability to obtain additional financing in the future may be impaired;
• we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage;
•
•
our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and
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 $399.9 million of cash at December 31, 2016, which mitigates a portion of the risk associated with our debt.
However, approximately 82% of our consolidated cash balances are outside the United States and most of our
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. In
addition, 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 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.
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 31, 2016, covered
approximately 6,500 inactive or retired former Delta employees. At December 31, 2016, this plan was, for accounting
purposes, underfunded by approximately £169.8 million ($209.5 million). The current agreement with the trustees of the
pension plan for annual funding is approximately £10.0 million ($12.3 million) in respect of the funding shortfall and
approximately £1.1 million ($1.4 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:
• 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 2019. Changes in actuarial
assumptions, including future discount, inflation and interest rates, investment returns and mortality rates, may
15
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.
• 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 £169.8 million ($209.5 million) assumed for accounting
purposes as of December 31, 2016. Such immediate funding is calculated by reference to the cost of buying out
liabilities on the insurance market, and could affect our ability to fund the Company’s future growth of the
business or finance other obligations.
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. 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 Support Structures segment North America manufacturing locations are in Nebraska, Texas, Indiana,
Minnesota, Oregon, South Carolina, 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, Florida, Georgia, and Texas. 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, all of which are owned facilities.
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.
Energy and Mining segment is all international locations with manufacturing in Australia, Denmark, Indonesia,
Philippines, Thailand, Malaysia and China. The largest of these operations are in Australia, Denmark, and China.
Coatings segment North America operations include U.S. operations located in Nebraska, California, Minnesota,
Iowa, Indiana, Illinois, Kansas, New Jersey, Oregon, Utah, Oklahoma, Texas, Virginia, Alabama, Florida and South Carolina
and two locations near Toronto, Canada. International operations are located in Australia, Malaysia, the Philippines 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 were located in Nebraska and Oregon.
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.
16
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
Executive Officers of the Company
Our executive officers at January 20, 2017, their ages, positions held, and the business experience of each during the
past five years are, as follows:
Mogens C. Bay, age 68, Chairman and Chief Executive Officer since January 1997.
Mark C. Jaksich, age 59, Executive Vice President and Chief Financial Officer since February 2014. Vice President
and Controller, February 2000 to February 2014.
Stephen G. Kaniewski, age 45, President and Chief Operating Officer since October 2016. Joined Valmont in
August 2010 as Vice President-Information Technology, and later in January 2014 moved into the Vice President-
Global Operations role for the Irrigation segment. In January 2015, he transferred to the Utility Support Structures
segment as Senior Vice President and Managing Director and in August 2015 became Group President of Utility
Support Structures segment.
Barry A. Ruffalo, age 47, Executive Vice President since March 2015. Mr. Ruffalo was a Group President of
various divisions of Lindsay Corporation, an irrigation and infrastructure manufacturer, between 2007 and March
2015.
Vanessa K. Brown, age 64, Senior Vice President-Human Resources since July 2011. Director of Human Resources
of North America Engineered Support Structures division from 1997 until 2011.
Timothy P. Francis, age 40, Vice President and Controller since June 2014. Mr. Francis served as Chief Financial
Officer of Burlington Capital Group LLC (“BCG”) and America First Multifamily Investors, L.P. (“ATAX”), a
NASDAQ listed Limited Partnership in which BCG serves as the General Partner, from January 2012 to May 2014.
John A. Kehoe, age 47, Vice President of Information Technology since June 2014. Mr. Kehoe was a senior
information technology executive at Rockwell Collins, an aerospace and defense contractor and manufacturer, from
2004 - 2014.
.
17
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
3,500 shareholders of common stock at December 31, 2016. Other stock information required by this item is included in Note
21 “Quarterly Financial Data (unaudited)” to the consolidated financial statements and incorporated herein by reference.
Issuer Purchases of Equity Securities
Period
September 25, 2016 to October 22, 2016......
October 23, 2016 to November 26, 2016......
November 27, 2016 to December 31, 2016 ..
(a)
Total Number
of
Shares
Purchased
30,100
26,772
—
(b)
Average Price
paid per share
128.38
$
125.31
—
Total...............................................................
56,872
$
126.93
56,872
$
(c)
Total Number
of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
(d)
Approximate Dollar
Value of Maximum
Number of
Shares that May Yet
Be Purchased Under
the Plans or
Programs
30,100
$
26,772
—
135,527,000
132,172,000
132,172,000
132,172,000
On May 13, 2014, we announced a capital allocation philosophy which covered both the quarterly dividend rate as
well as a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million of the
Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open
market or privately-negotiated transactions. On February 24, 2015, the Board of Directors authorized additional purchases of
up to $250 million of the Company's outstanding common stock with no stated expiration date. As of December 31, 2016,
we have acquired 4,588,131 shares for approximately $617.8 million under this share repurchase program.
18
ITEM 6. SELECTED FINANCIAL DATA.
SELECTED FIVE-YEAR FINANCIAL DATA
(Dollars in thousands, except per share amounts)
Operating Data
(3)
Net sales................................................................................ $ 2,521,676
Operating income (1)............................................................
243,504
Net earnings attributable to Valmont Industries, Inc. (2) .....
Depreciation and amortization..............................................
Capital expenditures .............................................................
173,232
82,417
57,920
Per Share Data
Earnings:
2016
2015
2014
2013
2012
$2,618,924
$ 3,123,143
$3,304,211
$ 3,029,541
131,695
40,117
91,144
45,468
357,716
183,976
89,328
73,023
473,069
278,489
77,436
106,753
382,296
234,072
70,218
97,074
Basic (2) ........................................................................... $
Diluted (2) ........................................................................
Cash dividends declared .......................................................
$
7.68
7.63
1.500
$
1.72
1.71
1.500
$
7.15
7.09
1.375
10.45
10.35
0.975
$
8.84
8.75
0.855
Financial Position
Working capital..................................................................... $ 903,368
Property, plant and equipment, net.......................................
518,335
$ 860,298
$ 995,727
$1,161,260
$ 1,013,507
532,489
606,453
534,210
512,612
Total assets............................................................................
2,391,731
2,392,382
2,721,955
2,773,046
2,564,560
Long-term debt, including current installments ...................
Total Valmont Industries, Inc. shareholders’ equity.............
755,646
943,482
757,995
918,441
760,122
467,661
468,826
1,201,833
1,522,025
1,349,912
Cash flow data:
Net cash flows from operating activities .............................. $ 219,168
Net cash flows from investing activities...............................
(53,049)
Net cash flows from financing activities ..............................
(95,158)
(220,005)
Financial Measures
$ 272,267
$ 174,096
$ 396,442
$ 197,097
(48,171)
(256,863)
(139,756)
(131,721)
(136,692)
(37,380)
(16,355)
Invested capital(a)................................................................. $ 1,774,781
Return on invested capital(a)................................................
9.5%
Adjusted EBITDA(b) ........................................................... $ 326,629
Return on beginning shareholders’ equity(c).......................
18.9%
Leverage ratio (d) .................................................................
2.32
$1,759,851
$ 2,096,276
$2,110,455
$ 1,977,511
4.6%
11.3%
15.0%
13.2%
$ 285,115
$ 413,684
$ 546,208
$ 462,417
3.3%
2.66
12.1%
1.87
20.6%
0.89
20.4%
1.04
Year End Data
Shares outstanding (000) ......................................................
Approximate number of shareholders ..................................
Number of employees...........................................................
22,521
3,500
10,552
22,857
3,000
10,697
24,229
2,500
11,321
26,825
2,500
10,769
26,674
2,500
10,543
(1) Fiscal 2015 operating income included impairments of goodwill and intangible assets of $41,970 and restructuring expenses of $39,852.
(2) Fiscal 2016 included deferred income tax benefit of $30,590 ($1.35 per share) resulting primarily from the re-measurement of the
deferred tax asset for the Company's U.K. defined benefit pension plan. In addition, fiscal 2016 included $9,888 ($0.44 per share) recorded
as a valuation allowance against a tax credit asset. Finally, fiscal 2016 included the reversal of a contingent liability that was recognized as
part of the Delta purchase accounting of $16,591 ($0.73 per share) which is not taxable. Fiscal 2015 included impairments of goodwill and
intangible assets of $40,140 after-tax ($1.72 per share), restructuring expenses of $28,167 after-tax ($1.20 per share), and deferred income
tax expense of $7,120 ($0.31 per share) for a change in U.K tax rates. Fiscal 2014 included costs associated with refinancing of our long-
term debt of $24,171 after tax ($0.93 per share). Fiscal 2013 included $4,569 ($0.17 per share) in 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.
(3) Fiscal 2016 was a 53 week fiscal year.
_____________________________________________
19
(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 a non-GAAP measure. 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 ...................................................................... $ 243,504
Adjusted effective tax rate (1) ...................................................
30.8%
2016
2015
$ 131,695
2014
$ 357,716
2013
$ 473,069
2012
$ 382,296
32.0%
33.4%
35.1%
35.2%
Tax effect on operating income.................................................
After-tax operating income........................................................
(74,999)
168,505
(42,142)
(119,477)
(166,047)
(134,568)
89,553
238,239
307,022
247,728
Average invested capital............................................................
1,767,316
1,928,064
2,103,366
2,043,983
1,873,486
Return on invested capital .........................................................
9.5%
4.6%
11.3%
15.0%
13.2%
Total assets.................................................................................
2,391,731
2,392,382
2,721,955
2,773,046
2,564,560
Less: Accounts and income taxes payable.................................
Less: Accrued expenses.............................................................
Less: Defined benefit pension liability......................................
Less: Deferred compensation ....................................................
Less: Other noncurrent liabilities ..............................................
(177,488)
(162,318)
(209,470)
(44,319)
(14,910)
Less: Dividends payable............................................................
(8,445)
Total Invested capital................................................................. $1,774,781
Beginning of year invested capital ............................................ $1,759,851
Average invested capital............................................................ $1,767,316
(179,983)
(175,947)
(179,323)
(48,417)
(40,290)
(8,571)
(196,565)
(176,430)
(150,124)
(47,932)
(45,542)
(9,086)
(216,121)
(194,527)
(154,397)
(39,109)
(51,731)
(6,706)
(212,424)
(180,408)
(112,043)
(31,920)
(44,252)
(6,002)
$1,759,851
$2,096,276
$2,110,455
$1,977,511
$2,096,276
$2,110,455
$1,977,511
$1,769,461
$1,928,064
$2,103,366
$2,043,983
$1,873,486
(1) The adjusted effective tax rate in 2016 excludes deferred income tax benefit of $30,590 resulting primarily from the re-measurement of the
deferred tax asset for the Company's U.K. defined benefit pension plan. In addition, fiscal 2016 excludes $9,888 recorded as a valuation allowance
against a tax credit asset. Finally, it excludes the reversal of a contingent liability that was recognized as part of the Delta purchase accounting of
$16,591, which is not taxable. The effective tax rate in 2016 including these items is 19.1%. The adjusted effective tax rate in 2015 excludes the
effects of the goodwill impairments which are not deductible for income tax purposes and the $7,120 million deferred income tax expense
recognized as a result of the U.K. corporate tax rate decreasing from 20% to 18%. The effective tax rate in 2015 including these items is 51.0%.
Return on invested capital, as presented, may not be comparable to similarly titled measures of other companies.
(b)
debt not exceed 3.50x Adjusted EBITDA for the most recent four quarters. These bank credit agreements
Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is one of our key financial ratios in that it is the
basis for determining our maximum borrowing capacity at any one time. Our bank credit agreements contain a financial covenant that
our total
allow us to add estimated EBITDA from acquired businesses for periods we did not own the acquired businesses. The bank credit
agreements also provide for an adjustment to EBITDA, subject to certain specified limitations, for non-cash charges or gains that are
non-recurring in nature. If this financial covenant is violated, we may incur additional financing costs or be required to pay the debt
before its maturity date. Adjusted EBITDA is non-GAAP measure and, accordingly, should not be considered in isolation or as a
substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a
measure of our operating performance or liquidity. The calculation of Adjusted EBITDA is as follows:
20
Net cash flows from operations............................................................................................ $ 219,168
Interest expense ....................................................................................................................
44,409
Income tax expense ..............................................................................................................
42,063
$ 272,267
$ 174,096
$ 396,442
$ 197,097
44,621
47,427
36,790
94,894
32,502
31,625
157,781
126,502
2016
2015
2014
2013
2012
Loss on investment...............................................................................................................
(586)
(4,555)
(3,795)
Non-cash debt refinancing costs...........................................................................................
Change in fair value of contingent consideration.................................................................
Deconsolidation of subsidiary ..............................................................................................
Impairment of goodwill and intangible assets......................................................................
—
3,242
—
—
—
—
—
(41,970)
Impairment of property, plant and equipment......................................................................
(1,099)
(19,836)
Deferred income tax (expense) benefit ................................................................................
Noncontrolling interest.........................................................................................................
Equity in earnings of nonconsolidated subsidiaries .............................................................
Stock-based compensation ...................................................................................................
Pension plan expense............................................................................................................
Contribution to pension plan ................................................................................................
Increase in restricted cash - pension plan trust.....................................................................
Changes in assets and liabilities, net of acquisitions............................................................
23,685
(5,159)
—
(9,931)
(1,870)
1,488
13,652
13,690
(4,858)
(5,216)
(247)
(7,244)
610
—
—
—
(12,011)
—
(12,161)
10,141
(1,971)
835
(6,513)
(6,569)
—
—
—
—
—
—
(3,720)
(4,844)
6,128
(5,829)
(4,281)
2,478
4,300
—
—
—
(5,251)
(5,342)
29
(6,730)
(2,638)
16,500
18,173
17,619
11,591
—
—
—
—
(71,863)
98,376
(34,205)
108,469
Other.....................................................................................................................................
(631)
(2,327)
(392)
4,318
(321)
EBITDA................................................................................................................................
342,121
223,309
404,988
546,208
462,417
Reversal of contingent liability ............................................................................................
Impairment of goodwill and intangible assets......................................................................
Impairment of property, plant and equipment......................................................................
(16,591)
—
1,099
—
41,970
19,836
—
—
—
EBITDA from acquisitions (months in 2014 not owned by Company)...............................
—
Adjusted EBITDA................................................................................................................ $ 326,629
—
8,696
$ 285,115
$ 413,684
$ 546,208
$ 462,417
—
—
—
—
—
—
—
—
Net earnings attributable to Valmont Industries, Inc............................................................ $ 173,232
Interest expense ....................................................................................................................
44,409
Income tax expense ..............................................................................................................
Depreciation and amortization expense ...............................................................................
42,063
82,417
$
40,117
$ 183,976
$ 278,489
$ 234,072
44,621
47,427
91,144
36,790
94,894
89,328
32,502
31,625
157,781
126,502
77,436
70,218
EBITDA................................................................................................................................
342,121
223,309
404,988
546,208
462,417
2016
2015
2014
2013
2012
Reversal of contingent liability ............................................................................................
Impairment of goodwill and intangible assets......................................................................
Impairment of property, plant and equipment......................................................................
(16,591)
—
1,099
—
41,970
19,836
—
—
—
EBITDA from acquisitions (months in 2014 not owned by Company)...............................
—
Adjusted EBITDA................................................................................................................ $ 326,629
—
8,696
$ 285,115
$ 413,684
$ 546,208
$ 462,417
—
—
—
—
—
—
—
—
Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies. During 2014, we incurred $38,705 of costs
associated with refinancing of debt. This category of expense is not in the definition of EBITDA for debt covenant calculation purposes per our debt
agreements. As such, it was not added back in the Adjusted EBITDA reconciliation to cash flows from operations or net earnings for the year ended
December 27, 2014.
(c)
(d)
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.
Leverage ratio is calculated as the sum of current portion of long-term debt, notes payable to bank, and long-term debt divided by Adjusted
EBITDA. The leverage ratio is one of the key financial ratios in the covenants under our major debt agreements and the ratio cannot exceed 3.5
for any reporting period (four quarters). If those covenants are violated, we may incur additional financing costs or be required to pay the debt
before its maturity date. Leverage ratio is a non-GAAP measure 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:
21
2016
2015
2014
2013
2012
Current portion of long-term debt.............................................................. $
Notes payable to bank................................................................................
Long-term debt...........................................................................................
Total interest bearing debt..........................................................................
Adjusted EBITDA......................................................................................
Leverage Ratio ...........................................................................................
851
746
754,795
756,392
326,629
2.32
$
1,077
$
1,181
$
202
$
224
976
756,918
758,971
285,115
2.66
13,952
758,941
774,074
413,684
1.87
19,024
467,459
486,685
546,208
0.89
13,375
468,602
482,201
462,417
1.04
Leverage ratio, as presented, may not be comparable to similarly titled measures of other companies.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Statements
Management’s discussion and analysis, and other sections of this annual report, contain
statements
statements are based on
within the meaning of the Private Securities Litigation Reform Act of 1995. These
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
statements are based on reasonable assumptions. Many factors could affect the Company’s actual financial
statements. These factors include,
results and cause them to differ materially from those anticipated in the
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.
22
General
Consolidated
2016
2015
Change
2016 - 2015
2014
Change
2015 - 2014
Dollars in millions, except per share amounts
Net sales ............................................................................................................ $ 2,521.7
Gross profit........................................................................................................
656.2
$ 2,618.9
(3.7)% $ 3,123.1
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
Net sales ............................................................................................................ $
Gross profit........................................................................................................
SG&A expense ..................................................................................................
Operating income ..............................................................................................
Energy & Mining 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 ..............................................................................................
26.0%
412.7
16.4%
243.5
9.7%
41.3
19.1%
173.2
7.63
764.5
210.8
139.4
71.4
$
$
621.0
23.7%
489.3
18.7%
131.7
5.0%
41.3
51.0%
40.1
1.71
748.4
191.6
132.0
59.6
(16.1)%
(23.2)%
5.7 %
808.1
25.9%
(15.7)%
450.4
8.6 %
14.4%
84.9 %
357.7
(63.2)%
— %
11.5%
30.7
33.4%
331.9 %
346.2 % $
184.0
7.09
2.2 % $
735.0
10.0 %
5.6 %
19.8 %
194.2
128.2
66.0
314.5
$
333.2
(5.6)% $
443.7
57.0
45.1
11.9
630.8
133.8
64.7
69.1
53.4
72.1
(18.7)
6.7 %
(37.4)%
163.6 %
93.8
52.5
41.3
$
673.3
(6.3)% $
822.6
116.0
78.2
37.8
15.3 %
(17.3)%
82.8 %
172.0
76.9
95.1
243.9
$
255.5
(4.5)% $
278.4
77.8
31.2
46.6
568.0
175.8
88.0
87.8
79.8
52.4
27.4
(2.5)%
(40.5)%
70.1 %
98.1
37.1
61.0
$
605.8
(6.2)% $
839.7
183.5
99.0
84.5
2.7
(3.1)
6.7
(9.8)
(4.2)%
(11.1)%
3.9 %
(100.0)% $
(100.0)%
(100.0)%
(100.0)%
248.1
96.6
151.5
3.7
1.7
3.2
(1.5)
34.5 %
(78.2)%
(75.9)%
1.8 %
(1.3)%
3.0 %
(9.7)%
(24.9)%
(43.1)%
37.3 %
(145.3)%
(18.1)%
(32.6)%
1.7 %
(60.3)%
(8.2)%
(18.7)%
41.2 %
(55.1)%
(27.9)%
(26.0)%
2.5 %
(44.2)%
(27.0)%
(282.4)%
109.4 %
553.3 %
(200.0)%
(12.5)%
(11.8)%
Other
Net sales ............................................................................................................ $
Gross profit........................................................................................................
SG&A expense ..................................................................................................
Operating income ..............................................................................................
— $
—
—
—
Net corporate expense
Gross profit........................................................................................................ $
SG&A expense ..................................................................................................
Operating loss....................................................................................................
$
1.0
44.3
(43.3)
(0.2)
48.9
(49.1)
600.0 % $
(9.4)%
(11.8)%
0.2
55.9
(55.7)
23
RESULTS OF OPERATIONS
FISCAL 2016 COMPARED WITH FISCAL 2015
Overview
As discussed below, the Company's reported net earnings for the year ended December 31, 2016 was impacted by a
decrease in net sales ($97.2 million) and restructuring expenses (pre-tax $12.4 million). Reported net earnings for the year
ended December 26, 2015 included restructuring expenses (pre-tax $39.9 million) and impairments of goodwill and
intangible assets (pre-tax $42.0 million).
On a consolidated basis, the decrease in net sales in 2016, as compared with 2015, reflected lower sales in all
reportable segments except for the Engineered Support Structures segment. In fiscal 2016, the Company had 53 weeks of
operations while fiscal 2015 and 2014 had 52 weeks of operations. The estimated impact on the company's results of
operations due to the extra week in fiscal 2016 was additional net sales of approximately $50 million and additional net
earnings of approximately $3 million.
The changes in net sales in 2016, as compared with 2015, was due to the following factors:
Sales - 2015
Volume
Pricing/mix
Acquisitions
Currency translation
Sales - 2016
Energy
&
Total
ESS
Mining Utility Coatings Irrigation Other
$2,618.9 $ 748.4 $ 333.2 $ 673.3 $ 255.5 $
(13.4)
(60.8)
5.9
36.8
(9.8)
—
(28.9)
(10.9)
(9.5)
(3.7)
—
(5.5)
1.5
(44.0)
—
—
(10.0)
(4.5)
5.9
(3.0)
$2,521.7 $ 764.5 $ 314.5 $ 630.8 $ 243.9 $
605.8 $
(29.5)
1.2
—
(9.5)
568.0 $
2.7
(2.7)
—
—
—
—
Volume effects are estimated based on a physical production or sales measure. Since products we sell are not
uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold.
Accordingly, pricing and mix changes do not necessarily directly result in operating income changes.
Restructuring Plan
In 2016, we executed a restructuring plan in Australia/New Zealand focused primarily on closing and consolidating
locations within the Energy and Mining and Coatings segments as well as closing a structures facility in Canada (the "2016
Plan"). We incurred approximately $7.8 million of restructuring expense consisting of $5.0 million in cost of goods sold and
$2.8 million in selling, general, and administrative expense in 2016. The Plan was substantially completed at year-end 2016.
In April 2015, our Board of Directors authorized a broad restructuring plan (the "2015 Plan") to respond to the
market environment in certain of our businesses. During 2016, we incurred approximately $4.6 million of restructuring
expense to complete the 2015 Plan consisting of $4.1 million in selling, general, and administrative expense with the
remainder recorded in cost of goods sold.
Inclusive of both the 2016 and 2015 Plans, operating income in 2016 was reduced due to restructuring expense by
segment as follows:
Total
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Corporate
Full year
$
(12.4) $
(3.1) $
(5.2) $
(0.5) $
(0.9) $
(0.5) $
(2.2)
24
Currency Translation
In 2016, we realized a decrease in operating profit of $1.6 million, as compared with 2015, due to currency
translation effects. On average, the U.S. dollar strengthened against most currencies and in particular against the Australian
dollar, Brazilian Real, Euro, and South African Rand, resulting in less operating profit in U.S. dollar terms. The breakdown of
this effect by segment was as follows:
Total
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Corporate
Year-to-date
$
(1.6) $
(0.5) $
(0.6) $
— $
(0.2) $
(0.3) $
—
Gross Profit, SG&A, and Operating Income
At a consolidated level, the improvement in gross margin (gross profit as a percent of sales) in 2016, as compared
with 2015, was due to restructuring activities undertaken in 2015 and the $17 million Utility segment commercial settlement
recognized in 2015. Gross profit increased in 2016, as compared to 2015, for all operating segments except for Coatings and
Irrigation. Gross profit decreased for Coatings and Irrigation primarily due to lower volumes and unfavorable currency
translation effects. Reduced average selling prices also resulted in a decline in gross profit for the Coatings segment.
The Company incurred $6.8 million of restructuring expense in 2016 within selling, general and administrative
(SG&A) expenses, compared to $18.2 million in 2015. Excluding restructuring expense, the Company saw a decrease in
SG&A in 2016 of $65.2 million, as compared with 2015, mainly due to the following factors:
•
•
•
•
•
$42.0 million of goodwill and intangible impairments recorded in 2015 which did not recur in 2016;
reduced doubtful account provisions of $11.1 million, principally in the Irrigation segment;
currency translation effects of $4.7 million (lower SG&A) due to the strengthening of the U.S. dollar primarily
against the Australian dollar, Brazilian real, and South African rand;
reversal of $3.2 million of a contingent consideration liability to the former owners of Pure Metal Galvanizing
in 2016; and
reductions due to exiting a business development activity, lower project expenses, reduced discretionary
spending, and benefits from restructuring activities undertaken in 2015.
The above reductions were partially offset by the following increases in SG&A expenses in 2016 as compared with
2015:
•
•
•
increased incentive expenses due to improved operating performance of $13.6 million;
higher deferred compensation expenses of $1.5 million, which was offset by a decrease of the same amount of
other expense; and
increased pension expenses of $2.5 million.
In 2016 as compared to 2015, operating income improved for all operating segments. The increase in operating
income is primarily attributable to reduced expenses for restructuring activities and the associated benefits of the
restructuring activities, no goodwill or intangible asset impairments in 2016, lower doubtful account provisions, and reduced
overall SG&A spending.
Net Interest Expense and Debt
Net interest expense in 2016, as compared to 2015, was consistent due to minimal changes in short and long-term
borrowings.
Other Expense
The increase in other income in 2016 is a result of the reversal of a contingent liability provision, approximately
$16.6 million, out of "Other noncurrent liabilities." This liability was originally recorded as part of the Delta purchase
accounting in 2010 to address a certain contingent liability. The statutes of limitation have expired and we now determine
this matter to be remote.
25
Income Tax Expense
Our effective income tax rates were 19.1% and 51.0% in 2016 and 2015. Fiscal 2016 includes $30.6 million of
deferred income tax benefit attributable to the re-measurement of the deferred tax asset related to the Company's U.K.
defined benefit pension plan. In addition, in fiscal 2016 we recorded a $9.9 million valuation allowance against a tax credit
for which we believe we are not likely to receive the benefit. Excluding these items as well as the impact of the reversal of
the contingent liability of $16.6 million that is not taxable, our effective tax rate would have been 30.8%. The fiscal 2015
rate is unusually high primarily due to the APAC Coatings and Access Systems goodwill impairments recorded that are not
deductible for tax purposes. In addition, U.K. corporate tax rates were collectively reduced from 20% to 18% in 2015.
Accordingly, we reduced the value of our deferred tax assets associated with net operating loss carryforwards and certain
timing differences by $7.1 million, with a corresponding increase in deferred income tax expense. Excluding these items, our
effective tax rate would have been 32.0% in fiscal 2015.
Noncontrolling Interests
Earnings attributable to noncontrolling interest was flat in 2016 as compared to 2015.
Cash Flows from Operations
Our cash flows provided by operations were approximately $219.2 million in 2016, as compared with
$272.3 million provided by operations in 2015. The decrease in operating cash flow in 2016, as compared with 2015, was the
result of higher net working capital and a reduction in noncurrent liabilities that was partially offset by improved net
earnings.
Engineered Support Structures (ESS) segment
The increase in sales in 2016 as compared with 2015 was primarily due to improved volumes in our Asia-Pacific
Structures businesses. The volume increase was partially offset by unfavorable currency translation effects and lower
average selling prices mostly attributed to average lower cost of steel.
Global lighting and traffic, and roadway product sales in 2016 were higher compared to the same periods in fiscal
2015. Sales volumes in the U.S. were higher in the commercial and OEM markets (steel and aluminum), and modestly lower
in the transportation markets. We expect the 2015 long-term U.S. highway bill to provide an uplift to the transportation
market demand sometime in 2017. Sales in Canada decreased in 2016 as compared to 2015, from lower volumes due to less
large projects and unfavorable currency translation. Sales in Europe were lower in 2016 compared to 2015, due to
unfavorable currency translation effects and lower volumes primarily related to a large project in the Middle East in 2015.
The domestic markets in general remain subdued in Europe, as economic conditions have curtailed infrastructure investment.
In the Asia-Pacific ("APAC") region, sales were higher in 2016, as compared to 2015, due primarily to improved investment
activity in Australia and overall market growth in India. Roadway product sales decreased in 2016 due to lower volumes and
unfavorable currency translation effects.
Communication product line sales were lower in 2016, as compared with 2015. North America communication
structure and component sales decreased, due to lower market demand. In China, sales of wireless communication structures
in 2016 increased over the same period in 2015 as the investment levels by the major wireless carriers have remained strong
and we have increased our market share through better sales coverage. In Australia, sales for wireless communication
structures improved in 2016 due to higher demand from the national broadband network build out.
Gross profit, as a percentage of sales, and operating income for the segment were higher in 2016, as compared with
2015, due to margin expansion from lower average raw material costs, growth in the Asia-Pacific telecommunication
business, and lower costs resulting from the 2015 restructuring activities. These increases were partially offset by unfavorable
currency translation effects and lower sales volumes in Europe and the North American wireless communication businesses.
Favorable LIFO inventory valuation reserve adjustments were approximately $4 million lower in 2016 as compared to 2015.
SG&A spending in 2016 increased over the same period in 2015 due primarily to increased commissions owed on the higher
telecommunication sales in the Asia-Pacific region and higher compensation costs.
26
Energy & Mining (E&M) segment
The decrease in sales in 2016, as compared to 2015, was primarily due to unfavorable currency translation effects,
and modestly lower pricing.
Access systems product line sales in 2016 were lower when compared to 2015. The sales decrease was primarily due
to the negative impact of currency translation effects and lower sales prices in Asia. The decrease in sales price is primarily
related to fewer oil and gas related construction projects in the APAC region.
Offshore and other complex structures sales increased in 2016 as compared to 2015. The increase can be attributed
to volume improvements primarily in the wind tower product line. Oil and gas product activity continues to be slow due to
low oil prices that caused some previously planned projects to be postponed.
Grinding media sales were down in 2016 as compared to 2015, primarily due to lower volumes. Currency
translation effects also negatively affected year-to-date sales in 2016 as compared to 2015. The volume decreases are
primarily related to the continued slowdown in the Australia mining sector.
Operating income was higher for the segment in 2016, as compared to 2015, primarily due to goodwill and trade
name impairment charges in 2015 associated with the Access Systems reporting unit totaling $24.6 million. In addition, the
improvement was driven by a number of restructuring actions undertaken to improve our cost structure in our Access
Systems business, including facility closures. The increase in operating income was partially offset by lower sales prices in
the access systems business and unfavorable currency translation effects. SG&A expense decreased due to the 2015 goodwill
and trade name impairments not recurring in 2016, currency translation effects, and a lower fixed cost structure arising from
restructuring activities undertaken.
Utility Support Structures (Utility) segment
In the Utility segment, sales decreased in 2016 as compared with 2015, due mainly to decreased average selling
prices tied to the lower cost of steel and lower international sales volumes. Declining cost of steel during the second half of
2015 and first quarter of 2016 contributed to lower average selling prices for the first three quarters of 2016. A number of our
sales contracts contain provisions that tie the sales price to published steel index pricing at the time our customer issues their
purchase order.
In North America, sales volumes in tons for steel utility structures were higher in 2016, as compared with 2015,
while concrete sales volumes in tons decreased during 2016. International utility structures sales volumes were lower in 2016
as compared to 2015.
Gross profit as a percentage of sales improved in 2016, as compared to 2015, due to a number of actions taken in
2015 to improve our cost structure and operational efficiency in this segment, including certain restructuring activities
involving facility closures. In addition, the segment recorded a $17.0 million reserve in the fourth quarter of 2015 for a
commercial settlement with a large customer that requires ongoing quality monitoring. SG&A expense was lower in 2016, as
compared with 2015, primarily due to the benefits realized from the 2015 restructuring activities. Operating income increased
in 2016, as compared with 2015, primarily due to lower restructuring costs and the related improved cost structure realized in
2016 and the commercial settlement recorded in 2015.
Coatings segment
Coatings segment sales in North America decreased in 2016, as compared with 2015, due to lower volumes and less
favorable sales pricing mostly due to mix. The decrease was partially offset by the acquisition of American Galvanizing that
accounted for $5.9 million of sales. Coatings sales in the Asia-Pacific region were lower in 2016 due to reduced volumes,
lower pricing and sales mix, and unfavorable currency translation effects primarily related to the strengthening of the U.S.
dollar against the Australian dollar and Malaysian Ringgit.
SG&A expense was lower in 2016, as compared to 2015, due to $17.3 million of goodwill and trade name
impairment charges recorded in 2015 associated with the APAC Coatings reporting unit. In addition, the contingent
consideration liability to the former owners of Pure Metal Galvanizing (PMG), payable in calendar 2018, was reduced in
2016 by $3.2 million, due to changes in the estimated earnings over the earn out period. The decrease was partially offset by
27
the SG&A of American Galvanizing, acquired in the fourth quarter of 2015. Operating income was higher in 2016, as
compared with 2015, due primarily to the impairment charges in 2015 not recurring in 2016, the reduction in the PMG
contingent consideration liability in 2016, and income from the American Galvanizing acquisition. These increases were
partially offset by reduced volumes in North America and Asia Pacific and less favorable sales mix.
Irrigation segment
The decrease in Irrigation segment net sales in 2016, as compared with 2015, was mainly due to sales volume
decreases in North America for both the irrigation and tubing businesses and unfavorable currency translation effects for our
international irrigation business. Volume increases for international irrigation partially offset the decrease. In fiscal 2016, net
farm income in the United States is expected to decrease 17.2% from the levels of 2015, due in part to lower market prices
for corn and soybeans. The 2016 estimate represents the third consecutive year of a decrease in estimated net farm income.
We believe this reduction contributed to lower demand for irrigation machines in North America in 2016 as compared with
2015. In international markets, sales volumes increased in 2016 over 2015 due to volume improvements in all regions except
for Australia and China. The volume improvements were partially offset by unfavorable currency translation effects of $9.5
million primarily related to the South African rand and Brazilian real.
SG&A was lower in 2016 as compared with 2015, and is primarily attributed to approximately $10.5 million of
lower provisions for uncollected international receivables. In 2015, the Company recorded a provision of approximately $8.0
million primarily related to delinquent receivables with a Chinese municipal entity. In addition, currency translation and
lower overall discretionary spending contributed to lower SG&A. The decreases were partially offset by increased
compensation and incentive expenses due primarily to improved international irrigation operations. Operating income for the
segment improved in 2016 over 2015, due to lower provisions for uncollected international receivables and lower
discretionary spending, partially offset by lower volumes and a higher LIFO inventory reserve due to higher steel prices in
2016.
Other
Due to the business reorganization that occurred in the fourth quarter of 2015, there are no longer business
operations included in Other.
Net corporate expense
Net corporate expense in 2016 decreased compared to 2015. The decrease was mainly due to the following:
•
•
•
lower restructuring expenses of $4.5 million;
lower compensation expenses of $3.8 million due primarily to lower employment levels; and
reduced discretionary spending.
The above decreases were partially offset by approximately $7.7 million of higher incentive costs in 2016 due to
improved operations, $2.5 million of higher pension expense for the Delta Pension Plan, and increased deferred
compensation expenses of $1.5 million, which was offset by the same amount of other expense.
28
FISCAL 2015 COMPARED WITH FISCAL 2014
Overview
As discussed below, the Company's reported net earnings for the year ended December 26, 2015 was impacted by
the decrease in net sales ($504.2 million), restructuring expense (pre-tax $39.9 million), and impairments of goodwill and
intangible assets (pre-tax $42.0 million).
On a consolidated basis, the decrease in net sales in 2015, as compared with 2014, reflected lower sales in all
reportable segments except for the Engineered Support Structures segment. The changes in net sales in 2015, as compared
with 2014, was due to the following factors:
Total
ESS
Energy
&
Mining Utility Coatings Irrigation Other
Sales - 2014
Volume
Pricing/mix
Acquisitions
Currency translation
Sales - 2015
22.4
(86.9)
(302.7)
$3,123.1 $ 735.0 $ 443.7 $ 822.6 $ 278.4 $
(49.7)
(6.9)
15.4
(69.3)
$2,618.9 $ 748.4 $ 333.2 $ 673.3 $ 255.5 $
(65.8)
(76.3)
—
(7.2)
(18.5)
12.5
2.2
(19.1)
(188.2)
(50.1)
(3.8)
44.9
73.6
839.7 $
(190.1)
(12.4)
11.1
(42.5)
605.8 $
3.7
(1.0)
—
—
—
2.7
Volume effects are estimated based on a physical production or sales measure. Since products we sell are not
uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold.
Accordingly, pricing and mix changes do not necessarily directly result in operating income changes.
Acquisitions included DS SM A/S (renamed Valmont SM), AgSense LLC, Shakespeare, and American Galvanizing.
We acquired Valmont SM in March 2014, AgSense in August 2014, Shakespeare in October 2014, and American Galvanizing
in October 2015. Shakespeare is reported in the Engineered Support Structures segment, Valmont SM is recorded in the
Energy & Mining segment, AgSense is reported in the Irrigation segment, and American Galvanizing is reported in the
Coatings segment. Average steel index prices for both hot rolled coil and plate decreased substantially in North America in
2015 as compared to 2014. Decreases in sales pricing and volumes offset the increase in gross profit realized from the lower
steel prices.
Restructuring Plan
In April 2015, our Board of Directors authorized a broad restructuring plan (the "Plan") including up to $60 million
of expenses to respond to the market environment in certain of our businesses. During 2015 we incurred approximately
$39.9 million of restructuring expense consisting of $21.7 million cost of goods sold and $18.2 million in selling, general,
and administrative expense. The decrease in gross profit in 2015 due to restructuring expense by segment is as follows:
Gross Profit
Total
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Other
Corporate
Full year
$
(21.7) $
(4.1) $
(6.4) $
(4.5) $
(6.0) $
(0.7) $
— $
—
The decrease in 2015 operating income due to restructuring expense by segment is as follows:
Total
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Other
Corporate
Full year
$
(39.9) $
(9.3) $
(7.1) $
(5.2) $
(6.6) $
(1.3) $
(4.0) $
(6.4)
29
Goodwill and Trade Name Impairment
The Company recognized a $16.2 million impairment of goodwill on the APAC Coatings reporting unit during fiscal
2015, which represented all of the remaining goodwill on this reporting unit. The goodwill impairment was a result of
difficulties in the Australian market over the last couple of years, including a general slowdown in manufacturing. The
Company also recorded a $1.1 million impairment of the Industrial Galvanizing trade name (in the Coatings segment) and a
$5.8 million impairment of the Webforge trade name (in the Energy and Mining segment) during 2015. In the fourth quarter
of 2015, the Company recorded an $18.8 million goodwill impairment of its Access Systems reporting unit due to continued
downward pressure on oil and natural gas prices which in turn reduces the prospects for new oil and gas exploration primarily
in Australia and Southeast Asia.
Currency Translation
In 2015, we realized a decrease in operating profit of $17.3 million, as compared with 2014, due to currency
translation effects. On average, the U.S. dollar strengthened against most currencies and in particular against the Australian
dollar, Brazilian Real, Euro, and South Africa Rand, resulting in less operating profit in U.S. dollar terms. The breakdown of
this effect by segment was as follows:
Total
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Other
Corporate
Year-to-date
$
(17.3) $
(3.4) $
(5.5) $
0.2 $
(1.9) $
(7.6) $
— $
0.9
Gross Profit, SG&A, and Operating Income
The decrease in gross margin (gross profit as a percent of sales) in fiscal 2015, as compared with 2014, was due to a
combination of lower sales prices, unfavorable sales mix, restructuring charges, and reduced sales volumes in 2015. This was
partially offset by gross margin from acquisitions and a reduction of LIFO inventory layers in 2015.
Selling, general and administrative (SG&A) expense in 2015 increased from 2014, primarily due to the following
factors:
•
•
•
•
acquisition of Valmont SM, AgSense, Shakespeare, and American Galvanizing with expenses of $12.7 million;
increased doubtful account provisions of $11.1 million, principally in the irrigation segment;
expenses incurred related to the restructuring plan of $18.2 million; and
impairment of goodwill and trade names of $42.0 million.
The above increases in SG&A were partially offset by the following:
•
•
•
•
currency translation effects of $23.5 million due to the strengthening of the U.S. dollar primarily against the
Australian dollar, Brazilian Real, Euro, and South African Rand;
decreased employee incentive accruals and other compensation costs of $10.2 million, due to lower operating
results;
lower expenses associated with the Delta Pension Plan of $3.2 million, and;
reduced deferred compensation expenses of $2.6 million, which is offset by the same amount of other expense.
The decrease in operating income on a reportable segment basis in 2015, as compared to 2014, was due to reduced
operating performance in all segments. The decrease in operating income is primarily attributable to lower volumes and sales
prices, restructuring expenses, impairment charges, and currency translation effects.
Net Interest Expense and Debt
Net interest expense increased in 2015, as compared with 2014, primarily due to additional long-term debt borrowed
in the third quarter of 2014. In addition, interest income decreased due to less cash on hand for investment due to the share
buyback program.
30
The approximate $38.7 million in costs associated with refinancing of debt recognized in 2014 is due to the
Company's repurchasing through partial tender of $199.8 million in aggregate principal amount of a portion of the 6.625%
senior unsecured notes due 2020. This expense was comprised of the following:
• Cash prepayment expenses of approximately $41.2 million; less
• Recognition of $4.4 million of the proportionate unamortized premium originally recorded upon the issuance of
the 2020 notes; plus
• Recognition of approximately $2.0 million of expense comprised of the proportionate amount of the write-offs of
unamortized loss on cash flow hedge and deferred financing costs.
Other Expense
The decrease in other expense in 2015, as compared with 2014, was due to the difference in investment income from
the Company's shares of Delta EMD. In 2014, we recorded a non-cash mark to market loss of $3.8 million due to the
decrease in fair value of the shares. In 2015, we received a $5.0 million special dividend that was fully offset by a non-cash
mark to market loss; the EMD investment then appreciated approximately $0.5 million in 2015. An additional contributing
factor was more favorable foreign currency transaction gains/losses due to currency exchange rate changes. These
improvements were partially offset by reduced market performance of deferred compensation assets of $2.6 million.
Income Tax Expense
Our effective income tax rate in fiscal 2015 of 51.0%, respectively, was higher when compared with the same
periods in fiscal 2014 of 33.4%. The increase primarily relates to the APAC Coatings and Access Systems goodwill
impairments recorded in 2015 that are not deductible for tax purposes. In addition, U.K. corporate tax rates were collectively
reduced from 20% to 18%. Accordingly, we reduced the value of our deferred tax assets associated with net operating loss
carryforwards and certain timing differences by $7.1 million, with a corresponding increase in income tax expense.
Earnings attributable to noncontrolling interest was lower in 2015, as compared with 2014, due to the write-off of
the remaining interest in a joint venture.
Cash Flows from Operations
Our cash flows provided by operations were approximately $272.3 million in 2015, as compared with
$174.1 million provided by operations in 2014. The increase in operating cash flow in 2015 was the result of improved net
working capital, partially offset by lower net earnings, compared with 2014.
Engineered Support Structures (ESS) segment
The increase in net sales in 2015 as compared with 2014 was primarily due to the acquisition of Shakespeare in
October 2014 and improved volumes in certain regions. The increases were partially offset by unfavorable currency
translation effects.
Global lighting, traffic, and roadway product sales in 2015 were lower compared to 2014. Sales volumes in the U.S.
were higher in the commercial steel and aluminum markets and lower in the transportation markets. Sales volumes in
Canada decreased in 2015 as compared to 2014, due to unfavorable currency impacts that were partially offset by slightly
higher volumes. Sales in Europe were lower in 2015 compared to 2014, due to unfavorable currency translation effects that
were partially offset by higher volumes relating to a large project in the Middle East that concluded in the second quarter.
The domestic markets in general remain subdued in Europe. In the Asia Pacific region, sales were slightly lower in 2015 as
compared to 2014, due to lower investment activity in both China and Australia.
Highway safety product sales decreased in 2015 as compared to 2014, due to unfavorable foreign currency
translation. An increase in sales volume and price due to improved highway project activity in Australia and New Zealand
offset some of the unfavorable foreign currency translation.
Communication product line sales were higher in 2015, as compared with 2014. North America communication
structure sales decreased, primarily due to one customer who significantly reduced its 4G wireless network build out in 2015
31
compared with 2014. Communication component sales were slightly higher in 2015 due to continued expansion of the
customer base. In China, sales of wireless communication structures in 2015 increased over the same period in 2014 as the
investment levels by the major wireless carriers remained strong due to the 4G network build out. In Australia, sales for
wireless communication structures were down for the year but started to improve in the fourth quarter as the anticipated
national broadband network build out began.
The increase in SG&A spending in 2015 was due to the Shakespeare acquisition totaling $7.0 million and
restructuring charges of $5.2 million. These increases were partially offset by currency translation effects. Operating income
for the segment in 2015 was lower, as compared with to 2014, due to restructuring charges of $9.3 million and unfavorable
currency translation effects of $3.4 million. Due to the rapid decreases in steel prices during 2015, our North American
lighting and traffic businesses in general were able to hold on to higher sales prices which improved gross margin and
partially offset the lower operating income. In addition, lower steel prices led to reduced LIFO inventory reserves and higher
profits that were offset by revaluing the remaining FIFO inventory. Lastly, the acquisition of Shakespeare contributed nine
additional months in 2015 (as compared to 2014) accounting for additional operating income of approximately $4.0 million.
Energy & Mining (E&M) segment
The decrease in net sales in 2015 as compared with 2014 was primarily due to unfavorable currency translation
effects and reduced volumes, offset partially by two additional months of business in 2015 for Valmont SM.
Access systems product line sales decreased in 2015 as compared with 2014, primarily due to the negative impact of
currency translation effects and lower volumes. The volume decrease was primarily related to the slowdown in mining sector
investment in Australia, weaker market conditions in China, and fewer oil and gas related construction projects.
Offshore structures sales were down $43.4 million in 2015, as compared to 2014. The decrease is impacted by
unfavorable currency translation effects and reduced volumes partially offset by two additional months of sales in 2015. A
delay in wind energy product introduction by our customers has resulted in some projects being delayed. An additional factor
contributing to the sales decrease is the continuation of low oil prices that has resulted in lower sales for our customers in the
exploration industry.
Grinding media sales were down in 2015 as compared with 2014, due to the negative impact of currency translation
effects. Volumes were relatively flat year-over-year.
Operating income for the segment in 2015 was lower, as compared with 2014, due to goodwill and trade name
impairments totaling $24.6 million, restructuring charges of $7.1 million, and unfavorable currency translation effects of $5.5
million. The remainder of the decrease can be attributed to the reversal of the Locker earn-out liability in 2014 of
approximately $4.0 million, and lower volumes and sales mix in the offshore structures and access systems businesses.
SG&A spending increased in 2015 as a result of the goodwill and trade name impairments, restructuring costs, and two
additional months of Valmont SM expenses being partially offset by currency translation effects.
Utility Support Structures (Utility) segment
In the Utility segment, sales decreased in 2015 as compared with 2014, due to lower sales volume, a decrease in
average selling prices, most notably for our steel products, and an unfavorable sales mix. Our mix of revenue from very large
transmission projects in 2015 was unfavorable to 2014. A backlog including some very large transmission projects at year-
end 2013 provided for the more favorable mix of large transmission projects revenue in first quarter of 2014. Declining price
of steel during 2015 and a competitive pricing environment also contributed to lower average selling prices in 2015 compared
to 2014. In North America, sales volumes in tons for both steel and concrete utility structures were down in 2015, as
compared with 2014. The pricing environment in North America continues to be very competitive. In 2015 as compared to
2014, international utility structures sales decreased due to lower volumes in export markets and unfavorable currency
translation effects.
SG&A expense increased slightly in 2015, as compared with 2014, primarily due to restructuring costs. Operating
income in 2015, as compared with 2014, decreased due to lower volumes, reduced sales margins, restructuring costs, and
reduced leverage of fixed costs. In addition, the segment recorded a $17.0 million reserve in the fourth quarter of 2015 for a
commercial settlement with a large customer that requires ongoing quality monitoring. While we initiated a number of
actions to improve our cost structure in this segment, including certain restructuring activities, the full effect will be realized
as these initiatives become fully implemented in 2016.
32
Coatings segment
Coatings segment sales in North America decreased in 2015, as compared with 2014, due to lower sales volumes
and currency translation effects related to the strengthening of the U.S. dollar against the Canadian dollar. Intercompany
sales volumes in North America were down as well. Those decreases were partially offset by higher average selling prices in
2015 as compared to 2014. Coatings sales in Asia Pacific decreased primarily due to currency translation effects related to
the strengthening of the U.S. dollar against the Australian dollar. In addition, continued weak demand in Australia led to the
lower volumes that were partially offset by price increases to recover higher costs of zinc. Sales in Asia were down slightly
in 2015, due to currency translation effects.
SG&A expense increased in 2015, as compared to the same periods in 2014, primarily due to recording an
impairment charge on the goodwill and trade name associated with the APAC Coatings reporting unit totaling $17.3 million.
Operating income was lower in 2015, as compared with 2014, due to restructuring costs primarily in Australia, impairment
charges, lower sales volumes, unfavorable currency impacts, and reduced leverage of fixed costs in both Australia and North
America. Additionally, $3.0 million business interruption insurance proceeds were received in 2014 related to a 2013 fire at
one of our North American facilities.
Irrigation segment
The decrease in Irrigation segment net sales in 2015, as compared with 2014, was mainly due to sales volume
decreases in both North American and International markets. In calendar 2015, net farm income in the United States is
estimated by the USDA to have decreased 38% from the levels of 2014, due in part to lower market prices for corn and
soybeans. We believe this reduction contributed to lower demand for irrigation machines in North America in 2015, as
compared with 2014. In addition, sales volume from storm damage in the United States was exceptionally high in 2014. For
the tubing business, sales volumes were down due to lower price of steel and lower volumes in 2015. In international
markets, Irrigation sales decreased in 2015, as compared with 2014, primarily due to reduced volumes in Brazil, Eastern
Europe, Australia, and the Middle East and unfavorable currency translation effects in Brazil and South Africa.
SG&A was higher in 2015, as compared with 2014. This was due to increased provisions for uncollected
international receivables of approximately $8.0 million, the majority of which was a specific allowance recorded for
delinquent receivables with a Chinese municipal entity. AgSense which operated for seven additional months in 2015,
provided additional SG&A totaling $3.1 million. These increases were partially offset by currency translation reductions of
$3.6 million, lower incentives and reduced discretionary spending. Operating income for the segment declined in 2015 over
2014, due to sales volume decreases and associated operating deleverage of fixed operating costs, unfavorable currency
impacts, and increased SG&A expense. These reductions were partially offset by the operating income of AgSense that was
acquired in August 2014, lower average steel purchase prices, and reduced factory spending to adjust to the lower sales
volumes.
Other
This unit includes industrial fasteners operations and a product under development that ended in 2015. The decrease
in sales in 2015, as compared with 2014, was due primarily to lower volumes. Operating income in 2015 was lower than the
same periods in 2014, due primarily to reduced sales volumes and approximately $4 million of restructuring costs.
Net corporate expense
Net corporate expense in 2015 decreased over the same periods in fiscal 2014. These decreases were mainly due to
the following, which were offset partially by restructuring expenses of $6.4 million:
•
•
•
decreased employee incentive accruals of $8.7 million, due to reduced operating results;
lower expenses associated with the Delta Pension Plan of $3.3 million; and
reduced deferred compensation expenses of $2.6 million, which was offset by the same amount of other
expense.
33
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Working Capital and Operating Cash Flows-Net working capital was $903.4 million at December 31, 2016, as
compared with $860.3 million at December 26, 2015. The increase in net working capital in 2016 mainly resulted from a
higher cash on hand and reduced accrued expenses primarily due to a lower warranty accrual. Operating cash flow was
$219.2 million in 2016, as compared with $272.3 million in 2015 and $174.1 million in 2014. The decrease in operating cash
flow in 2016, as compared to 2015, was due to less favorable working capital changes including receivables, accrued
expenses primarily due to a reduced warranty accrual, and other noncurrent liabilities due primarily to the reversal of a
contingent liability related to the Delta acquisition. The decreases were partially offset by higher net earnings and a lower
pension contribution in 2016 as compared to 2015. The increase in operating cash flow in 2015, as compared with 2014,
mainly was the result of lower current accounts receivable and improved working capital overall, partially offset by lower net
earnings.
Investing Cash Flows-Capital spending in fiscal 2016 was $57.9 million, as compared with $45.5 million in fiscal
2015 and $73.0 million in fiscal 2014. Capital spending projects in 2016 included construction of a new galvanizing
operation in Texas and investments in machinery and equipment across all businesses. We expect our capital spending for the
2017 fiscal year to be approximately $70 million. Investing cash flows included $12.8 million paid for American Galvanizing
in 2015 and $185.7 million paid for Valmont SM, AgSense and Shakespeare Composite acquisitions in 2014.
Financing Cash Flows-Our total
debt decreased to $756.4 million at December 31, 2016, from
$759.0 million at December 26, 2015. During 2016, 2015, and 2014, we acquired approximately 0.4 million shares, 1.4
million shares and 2.7 million shares for approximately $53.8 million, $169.0 million, and $395.0 million, respectively, under
the share repurchase program.
Capital Allocation Philosophy
We have historically funded our growth, capital spending and acquisitions through a combination of operating cash
flows and debt financing. On May 13, 2014, our Board of Directors approved and publicly announced a capital allocation
philosophy with the following priorities for Valmont's capital:
• working capital and capital expenditure investments necessary for future sales growth;
•
•
•
dividends on common stock in the range of 15% of the prior year's fully diluted net earnings;
acquisitions;
return of capital to shareholders through share repurchases.
We also announced our intention to manage our capital structure to maintain our investment grade debt rating. Our
most recent ratings were Baa3 by Moody's Investors Services, Inc. and BBB+ by Standard and Poor's Rating Services. We
would be willing to allow our debt rating to fall to Baa3 or BBB- to finance a special acquisition or other opportunity. We
expect to maintain a ratio of debt to invested capital which will support our current investment grade debt rating.
The Board of Directors in May 2014 authorized the purchase of up to $500 million of the Company's outstanding
common stock from time to time over twelve months at prevailing market prices, through open market or privately-
negotiated transactions. In February 2015, the Board of Directors authorized an additional $250 million of share purchases,
without an expiration date. The purchases will be funded from available working capital and short-term borrowings and will
be made subject to market and economic conditions. We are not obligated to make any repurchases and may discontinue the
program at any time. As of December 31, 2016, we have acquired approximately 4.6 million shares for approximately $617.8
million under these share repurchase programs.
34
Sources of Financing
Our debt financing at December 31, 2016 consisted primarily of
debt. During 2014, the Company issued
$500 million of new notes and repurchased by partial tender $199.8 million in aggregate principal amount of the 2020 notes.
Our
debt as of December 31, 2016, principally consists of:
•
•
•
$250.2 million face value ($253.8 million carrying value) of senior unsecured notes that bear interest at 6.625%
per annum and are due in April 2020.
$250 million face value ($248.9 million carrying value) of senior unsecured notes that bear interest at 5.00% per
annum and are due in October 2044.
$250 million face value ($246.8 million carrying value) of senior unsecured notes that bear interest at 5.25% per
annum and are due in October 2054.
• We are allowed to repurchase the notes subject to the payment of a make-whole premium. All three tranches of
these notes are guaranteed by certain of our subsidiaries.
On October 17, 2014, we entered into a First Amendment to our Credit Agreement with JPMorgan Chase Bank, as
Administrative Agent, and the other lenders party thereto, dated as of August 15, 2012, which increased the committed
unsecured revolving credit facility from $400 million to $600 million and extends the maturity date from August 15, 2017 to
October 17, 2019. Under the amended credit agreement, up to $25 million is available for swingline loans, up to $75 million
is available for letters of credit and up to $200 million is available for borrowings in foreign currencies. We may increase the
revolving 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 100 to 162.5 basis points,
depending on the credit rating of our senior debt published by Standard & Poor's Rating Services and
Moody's Investors Service, Inc.; or
(b) the higher of
•
•
the prime lending rate,
the Federal Funds rate plus 50 basis points, and
• LIBOR (based on a 1 month interest period) plus 100 basis points (inclusive of facility fees),
Plus, in each case, 0 to 62.5 basis points, depending on the credit rating of our senior debt published by
Standard & Poor's Rating Services and Moody's Investors Service, Inc.
A commitment fee is also required under the revolving credit facility which accrues at 10 to 27.5 basis points,
depending on the credit rating of our senior debt published by Standard and Poor's Rating Services and Moody's Investor
Services, Inc., on the average daily unused portion of the commitment under the revolving credit facility.
At December 31, 2016, we had no outstanding borrowings under the revolving credit facility. The revolving credit
facility has a maturity date of August 17, 2019 and contains certain financial covenants that may limit our additional
borrowing capability under the agreement. At December 31, 2016, we had the ability to borrow $584.6 million under this
facility, after consideration of standby letters of credit of $15.4 million associated with certain insurance obligations. We also
bank lines of credit totaling $109.4 million; $109.4 million of which was unused at December 31,
maintain certain
2016.
Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the
acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of
such other indebtedness.
35
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. These debt agreements allow us to add estimated
EBITDA from acquired businesses for periods we did not own the acquired businesses. The debt agreements also provide for
an adjustment to EBITDA, subject to certain specified limitations, for non-cash charges or gains that are non-recurring in
nature. For 2016, our covenant calculations do not include any estimated EBITDA from acquired businesses.
Our key debt covenants are as follows:
Interest-bearing debt is not to exceed 3.50x Adjusted EBITDA of the prior four quarters; and
•
• Adjusted EBITDA over the prior four quarters must be at least 2.50x our interest expense over the same
period.
At December 31, 2016, we were in compliance with all covenants related to these debt agreements. The key
covenant calculations at December 31, 2016 were as follows:
Interest-bearing debt ........................................................... $ 756,392
326,629
Adjusted EBITDA-last four quarters..................................
2.32
Leverage ratio .....................................................................
Adjusted EBITDA-last four quarters..................................
Interest expense-last four quarters ......................................
Interest earned ratio ............................................................
326,629
44,409
7.36
The calculation of Adjusted EBITDA-last four quarters is presented under the column for fiscal 2016 in footnote (b)
to the table "Selected Five-Year Financial 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 2017 and beyond.
We have not made any provision for U.S. income taxes in our financial statements on approximately $424.2 million
of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances of $399.9
million at December 31, 2016, $329.5 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 determination of the additional U.S. federal and
state income taxes or foreign withholding taxes have not been provided, as the determination is not practicable.
FINANCIAL OBLIGATIONS AND FINANCIAL COMMITMENTS
We have future financial obligations related to (1) payment of principal and interest on
debt,
(2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations. These obligations at December 31,
2016 were as follows (in millions of dollars):
Contractual Obligations
Total
2017
........................................................... $
763.0
907.8
Interest .........................................................................
149.3
Delta pension plan contributions .................................
97.2
Operating leases...........................................................
Unconditional purchase commitments ........................
38.9
Total contractual cash obligations ............................... $ 1,956.2
$
$
0.9
42.5
26
21.5
38.9
129.8
2018-2019
1.6
$
84.9
27.4
29.8
—
143.7
$
2020-2021
251.7
$
65.7
27.4
19.0
—
363.8
$
After 2021
508.8
$
714.7
68.5
26.9
—
$ 1,318.9
36
debt mainly consisted of $750.2 million principal amount of senior unsecured notes. At December 31,
2016, we had no outstanding borrowings under our bank revolving credit agreement. Obligations under these agreements
may be accelerated in event of
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.
Unconditional purchase commitments relate to purchase orders for zinc, aluminum and steel, all of which we plan to
use in 2017, and certain capital investments planned for 2017. 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 31, 2016, we had approximately $18.5 million of various
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
segment where the cost of steel has been approximately 50% of the net sales, on average. Assuming a similar sales mix, a
hypothetical 20% change in the price of steel would have affected our net sales from our utility support structures segment by
approximately $54 million for the year ended December 31, 2016.
inputs. Steel is most significant for our utility support structures
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.
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
debt at December 31, 2016 was mostly fixed rate debt. In the third quarter of
2014, the Company executed a derivative contract to lock in the treasury rate on $125 million of the $250 million aggregate
principal amount of the Company's 5.00% Senior Notes due 2044 (the "2044 Notes") and a second derivative contract to lock
in the base interest rate on $125 million of the $250 million aggregate principal amount of the Company's 5.25% Senior
Notes due 2054 (the "2054 Notes"). These derivatives were settled in the third quarter of 2014. 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 2016 and 2015 by
approximately $0.1 million. Likewise, we have excess cash balances on deposit in
institutions. An increase or decrease in interest rates of ten basis points would have impacted our annual interest earnings in
2016 and 2015 by approximately $0.3 million.
accounts in financial
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
37
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 31, 2016, the Company had a few open foreign currency
forward contracts, the most significant of which is a one-year foreign currency forward contract which qualified as a net
investment hedge, in order to mitigate foreign currency risk on a portion of our foreign subsidiary investments denominated
in British pounds. The forward contract has a maturity date of May 2017 and a notional amount to sell British pounds and
receive $44.0 million. The unrealized gain recorded at December 31, 2016 is $6.9 million and is included in Other Current
Assets on the Consolidated Balance Sheets.
At December 26, 2015, the Company had a number of open foreign currency forward contracts, including one
related to the interest payments on an intercompany note between two entities with two different functional currencies. The
notional amount of this forward contract to sell Australian dollars was $36.6 million and the contract was settled in January
2016. At December 27, 2014, the Company had a number of open foreign currency forward contracts, including some
related to a large sales contract that was settled in Canadian dollars. The notional amount for these forward contracts to sell
Canadian dollars was $14.8 million and were settled over the first nine months of 2015. 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 $28.7 million in 2016 and $25.2 million in 2015.
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.
2016
2015
(in millions)
Australian dollar ................................................................................................................................................ $ 20.4
12.3
Chinese renminbi...............................................................................................................................................
10.9
Danish krone......................................................................................................................................................
9.6
U.K. pound ........................................................................................................................................................
5.9
Canadian dollar..................................................................................................................................................
5.4
Euro ...................................................................................................................................................................
3.4
Brazilian real .....................................................................................................................................................
$ 22.3
12.6
11.4
7.4
5.5
4.4
2.2
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 31, 2016, we have open natural gas swaps for 60,000 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 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:
38
•
•
•
•
age of the accounts receivable
customer credit history
customer financial information
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. As the Company’s international Irrigation business has grown, the exposure to potential losses
in international markets has also increased. These exposures can be difficult to estimate, particularly in areas of political
instability, or with governments with which the Company has limited experience, or where there is a lack of transparency as
to the current credit condition of governmental units. Receivables that are not reasonably expected to be realized in cash
within the next twelve months are classified as long-term receivables within other assets. As of December 31, 2016, the
Company had approximately $9 million in delinquent accounts receivable with Chinese municipal entities with a specific
allowance recorded against it based on our estimation of what will not be fully collected. The Company’s allowance for
doubtful accounts related to both current and long-term accounts receivables is $19.0 million at December 31, 2016.
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:
•
•
•
•
costs to correct the product problem in the field, including labor costs
costs for replacement parts
other direct costs associated with warranty claims
the number of product units subject to warranty claims
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 $26.5 million at December 31, 2016. If our estimate changed by 50%, the impact on
operating income would be approximately $13.3 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 38% of our inventory. The
remaining 62% 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 2016 and 2014, we experienced higher average costs to produce inventory than in the prior year, due mainly to
higher cost for steel and steel-related products. This resulted in higher costs of goods sold of approximately $3.0 million in
2016 and $2.0 million in 2014, than if our entire inventory had been valued on the FIFO method. In 2015, we experienced
lower costs to produce inventory than in the prior year, due mainly to lower cost for steel and
products. This
resulted in lower cost of goods sold (and higher operating income) in 2015 of approximately $12.0 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
39
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 2015, we determined that our galvanizing operation in Melbourne Australia would not generate
sufficient cash flows on an undiscounted cash flow basis to recover its carrying value. We had the fixed assets valued by an
appraisal firm and recognized an impairment of approximately $4.1 million. Other impairment losses were recorded in 2015
as facilities were closed and future plans for certain fixed assets changed in connection with our restructuring plans.
We identified thirteen 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.
Our most recent impairment test during the third quarter of 2016 showed that the estimated fair value of all of our
reporting units exceeded their respective carrying value, so no goodwill was impaired. Our offshore and other complex steel
structures reporting unit with $13.3 million of goodwill, is the reporting unit with the least amount of cushion between its
estimated fair value and its carrying value. In the impairment model, we are forecasting steady sales growth in 2018 to 2020
of the other complex steel structures to offset the decline in fiscal 2016 sales from offshore oil and gas structures. If this
reporting unit is not able to build out a backlog of other steel structure projects during 2017 to construct and deliver in fiscal
2018, an interim impairment test may be required before the next annual impairment test. After the sales growth rate, the
discount rate is the second most sensitive assumption used in the impairment model. A hypothetical 1% change in the
discount rate would increase/decrease the fair value of this reporting unit by approximately $10 million.
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. 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. 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.
In fiscal 2015, we recognized a $16.2 million impairment charge which represented all of the goodwill on the APAC
Coatings reporting unit. The forecast for lower prices for oil and natural gas required an interim step 2 test for our Access
Systems reporting unit during the fourth quarter of 2015. We recognized an $18.7 million impairment of goodwill as a result
of that test.
Our
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 13.0% to 16.0%, which we estimate to be the after-tax cost of capital for such assets.
Our trade names were tested for impairment in the third quarter of 2016 where we determined no trade names were
impaired. Two of our trade names, Webforge (in the Energy and Mining segment) and Industrial Galvanizing (in the
Coatings segment), were estimated to have a fair value lower than carrying value during the 2015 impairment tests. As such,
we recognized a $5.8 million impairment of the Webforge trade name and a $1.1 million impairment of the Industrial
Galvanizing trade name.
40
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 31, 2016, we had approximately $104.4 million in deferred tax assets relating to tax credits and loss
carryforwards, with a valuation allowance of $81.9 million, including $62.2 million in valuation allowances remaining 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. For example, we
recorded a full $9.9 million valuation allowance against a tax credit asset in fiscal 2016 as we determined it is not more likely
than not these credits will be utilized before they expire.
All foreign subsidiaries are considered permanently invested at December 31, 2016. We have not made any U.S.
income tax provision in our financial statements for $424.2 million of undistributed earnings of our foreign subsidiaries, as
we intend to reinvest those earnings. Foreign subsidiaries considered permanently invested had total cash of $329.5 million at
December 31, 2016. If circumstances change and we determine that we are not permanently invested, we would need to
record income tax expense in our financial statements for the resulting income tax that would be paid upon repatriation. It is
not practical to determine the amount of the income tax that would be owed upon repatriation of foreign cash.
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 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:
• Discount rate is based on the yields available on AA-rated corporate bonds with durational periods similar to
that of the pension liabilities.
• Expected return on plan assets is based on our asset allocation mix and our historical return, taking into
consideration current and expected market conditions. Most of the assets in the pension plan are invested in
corporate bonds, the expected return of which are estimated based on the yield available on AA rated corporate
bonds. The long-term expected returns on equities are based on historic performance over the long-term.
•
Inflation is based on the estimated change in the consumer price index (“CPI”) or the retail price index (“RPI”),
depending on the relevant plan provisions.
For 2017, we will modify the method used to estimate the interest cost components of the net periodic pension
expense. The new method uses the full yield curve approach to estimate the interest cost by applying the specific spot rates
along the yield curve used to determine the present value of the benefit plan obligations to relevant projected cash outflows
for the corresponding year. Prior to 2017, the interest cost components were determined using a single weighted-average
discount rate. The change does not affect the measurement of the total benefit plan obligation at year-end as the change in
41
interest cost will be offset by an equivalent but opposite change in the actuarial gains and losses recorded in other
comprehensive income (loss).
The discount rate used to measure the defined benefit obligation was 2.80% at December 31, 2016. The following tables
present the key assumptions used to measure pension expense for 2017 and the estimated impact on 2017 pension expense
relative to a change in those assumptions:
Assumptions
Discount rate........................................................................................................................
Expected return on plan assets ............................................................................................
Inflation - CPI......................................................................................................................
Inflation - RPI......................................................................................................................
Pension
2.50%
4.22%
2.25%
3.15%
Assumptions In Millions of Dollars
0.5% decrease in discount rate ............................................................................................ $
0.25% decrease in expected return on plan assets............................................................... $
0.25% increase in inflation .................................................................................................. $
Increase
in Pension
Expense
0.3
1.4
1.5
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required is included under the captioned paragraph, “MARKET RISK” on page 37 of this report.
42
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 31, 2016..............................................
Consolidated Statements of Comprehensive Income—Three-Year Period Ended December 31, 2016......................
Consolidated Balance Sheets—December 31, 2016 and December 26, 2015.............................................................
Consolidated Statements of Cash Flows—Three-Year Period Ended December 31, 2016.........................................
Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 31, 2016.........................
Notes to Consolidated Financial Statements—Three-Year Period Ended December 31, 2016...................................
Page
44
45
46
47
48
49
50
43
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 31, 2016 and December 26, 2015, 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
31, 2016. 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 31, 2016 and December 26, 2015, and the results of their operations
and their cash flows for each of the three fiscal years in the period ended December 31, 2016, 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 31, 2016, based on the criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 28, 2017 expressed an unqualified opinion on the Company’s internal control
over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 28, 2017
44
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
2016
Product sales ......................................................................... $ 2,255,860
265,816
Services sales ........................................................................
Net sales ............................................................................
Product cost of sales..............................................................
Services cost of sales.............................................................
Total cost of sales..............................................................
Gross profit .......................................................................
Selling, general and administrative expenses .......................
Impairment of goodwill and intangible assets ......................
Operating income ..............................................................
1,682,355
1,865,433
2,521,676
656,243
183,078
412,739
243,504
—
Other income (expenses):
Interest expense.................................................................
Interest income ..................................................................
Costs associated with refinancing of debt.........................
Other..................................................................................
Earnings before income taxes and equity in earnings of
nonconsolidated subsidiaries.............................................
Income tax expense (benefit):
Current ..............................................................................
Deferred ............................................................................
Earnings before equity in earnings of nonconsolidated
subsidiaries........................................................................
Equity in earnings of nonconsolidated subsidiaries ..............
Net earnings ......................................................................
Less: Earnings attributable to noncontrolling interests.........
Net earnings attributable to Valmont Industries, Inc......... $
Earnings per share:
(44,409)
3,105
—
18,254
(23,050)
65,748
(23,685)
42,063
178,391
—
178,391
(5,159)
173,232
Basic.................................................................................. $
Diluted............................................................................... $
$
Cash dividends declared per share
7.68
7.63
1.500
2015
$ 2,338,132
2014
$ 2,824,456
280,792
2,618,924
1,804,055
193,836
298,687
3,123,143
2,118,687
196,339
1,997,891
2,315,026
621,033
447,368
41,970
131,695
(44,621)
3,296
—
2,637
(38,688)
808,117
450,401
—
357,716
(36,790)
6,046
(38,705)
(4,084)
(73,533)
42,569
4,858
47,427
45,580
(247)
45,333
(5,216)
40,117
1.72
1.71
1.500
$
$
$
$
89,643
5,251
94,894
189,289
29
189,318
(5,342)
183,976
7.15
7.09
1.375
$
$
$
$
220,454
93,007
284,183
See accompanying notes to consolidated financial statements.
45
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three-year period ended December 31, 2016
(Dollars in thousands)
Net earnings..................................................................................................... $
178,391
$
45,333
$
189,318
2016
2015
2014
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gains (losses).................................................
(58,315)
(96,694)
(82,275)
Gain/(loss) on hedging activities:
Unrealized gain on net investment hedge, net of tax of $2,646........
Amortization cost included in interest expense ................................
Realized (gain) loss included in net earnings....................................
Unrealized gain (loss) on cash flow hedges ......................................
Actuarial (loss) on defined benefit pension plan, net of tax expense
(benefit) of ($25,778) in 2016, ($10,732) in 2015, and ($3,450) in
2014.....................................................................................................
Other comprehensive income (loss).............................................................
Comprehensive income (loss) .........................................................................
Comprehensive loss (income) attributable to noncontrolling interests........
4,226
74
—
—
4,300
—
74
(3,130)
2,855
(201)
(24,141)
(78,156)
100,235
(6,144)
(40,274)
(137,169)
(91,836)
(832)
—
594
983
4,837
6,414
(13,709)
(89,570)
99,748
(2,520)
Comprehensive income (loss) attributable to Valmont Industries, Inc............ $
94,091
$
(92,668) $
97,228
See accompanying notes to consolidated financial statements.
46
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31, 2016 and December 26, 2015
(Dollars in thousands, except shares and per share amounts)
2016
2015
Current assets:
ASSETS
Cash and cash equivalents ..................................................................................................... $
Receivables, less allowance of $10,250 in 2016 and $10,055 in 2015..................................
Inventories..............................................................................................................................
Prepaid expenses, restricted cash, and other assets................................................................
Refundable 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, net ........................................................................................................
Other assets, less allowance for doubtful receivables of $8,741 in 2016 and $10,953 in 2015
Total assets......................................................................................................................... $
399,948
439,342
350,028
57,297
6,601
1,253,216
1,105,736
587,401
518,335
321,110
144,378
154,692
2,391,731
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 ........................................................................................................
Shareholders’ equity:
Preferred stock of $1 par value -
851
746
177,488
72,404
89,914
8,445
349,848
35,803
754,795
209,470
44,319
14,910
$
$
$
349,074
466,443
340,672
46,137
24,526
1,226,852
1,081,056
548,567
532,489
336,916
170,197
125,928
2,392,382
1,077
976
179,983
70,354
105,593
8,571
366,554
35,669
756,918
179,323
48,417
40,290
Authorized 500,000 shares; none issued............................................................................
—
—
Common stock of $1 par value -
Authorized 75,000,000 shares; 27,900,000 issued ............................................................
Additional paid-in capital ......................................................................................................
Retained earnings...................................................................................................................
Accumulated other comprehensive income (loss) .................................................................
Cost of treasury stock, common shares of 5,379,106 in 2016 and 5,042,775 in 2015 ..........
Total Valmont Industries, Inc. shareholders’ equity...........................................................
Noncontrolling interest in consolidated subsidiaries .................................................................
Total shareholders’ equity..................................................................................................
Total liabilities and shareholders’ equity........................................................................... $
27,900
—
1,874,722
(346,359)
(612,781)
943,482
39,104
982,586
2,391,731
$
27,900
—
1,729,679
(267,218)
(571,920)
918,441
46,770
965,211
2,392,382
See accompanying notes to consolidated financial statements.
47
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three-year period ended December 31, 2016 (Dollars in thousands)
Cash flows from operating activities:
Net earnings .......................................................................................................... $
Adjustments to reconcile net earnings to net cash flows from operations:
178,391
$
45,333
$
189,318
2016
2015
2014
Depreciation and amortization ..........................................................................
Noncash loss on trading securities ....................................................................
Increase in restricted cash - pension plan trust..................................................
Impairment of property, plant and equipment...................................................
Impairment of goodwill & intangible assets .....................................................
Non-cash debt refinancing costs .......................................................................
Stock-based compensation ................................................................................
Change in fair value of contingent consideration .............................................
Defined benefit pension plan expense (benefit)................................................
Contribution to defined benefit pension plan....................................................
Loss on sale of property, plant and equipment..................................................
Equity in earnings in nonconsolidated subsidiaries ..........................................
Deferred income taxes ......................................................................................
Changes in assets and liabilities (net of acquisitions):
Receivables ...................................................................................................
Inventories.....................................................................................................
Prepaid expenses ...........................................................................................
Accounts payable ..........................................................................................
Accrued expenses..........................................................................................
Other noncurrent liabilities ...........................................................................
Income taxes payable (refundable) ...............................................................
Net cash flows from operating activities...................................................
Cash flows from investing activities:
Purchase of property, plant and equipment...........................................................
Proceeds from sale of assets..................................................................................
Acquisitions, net of cash acquired ........................................................................
Other, net...............................................................................................................
Net cash flows from investing activities ...................................................
Cash flows from financing activities:
Net payments under short-term agreements..........................................................
Proceeds from long-term borrowings ...................................................................
Principal payments on long-term borrowings .......................................................
Settlement of financial derivatives........................................................................
Dividends paid ......................................................................................................
Dividends to noncontrolling interest.....................................................................
Purchase of noncontrolling interest.......................................................................
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 ................................
Net cash flows from financing activities...................................................
Effect of exchange rate changes on cash and cash equivalents ................................
Net change in cash and cash equivalents ..................................................................
Cash and cash equivalents—beginning of year ........................................................
Cash and cash equivalents—end of period ............................................................... $
82,417
586
(13,652)
1,099
—
—
9,931
(3,242)
1,870
(1,488)
631
—
(23,685)
24,622
(11,461)
1,138
104
(12,207)
(23,880)
7,994
219,168
(57,920)
5,126
—
(255)
(53,049)
(200)
—
(2,006)
—
(34,053)
(2,938)
(11,009)
—
11,153
—
(53,800)
(2,305)
(95,158)
(20,087)
50,874
349,074
399,948
See accompanying notes to consolidated financial statements.
91,144
4,555
—
19,836
41,970
—
7,244
—
(610)
(16,500)
2,327
247
4,858
50,267
3,296
10,844
(6,805)
8,918
(1,764)
7,107
272,267
(45,468)
3,249
(12,778)
6,826
(48,171)
(12,853)
68,000
(69,098)
—
(35,357)
(2,634)
—
—
13,075
1,699
(168,983)
(13,854)
(220,005)
(26,596)
(22,505)
371,579
349,074
$
89,328
3,795
—
—
—
(2,478)
6,730
(4,300)
2,638
(18,173)
392
(29)
5,251
907
21,458
(13,594)
(34,321)
(34,778)
1,755
(39,803)
174,096
(73,023)
2,489
(185,710)
(619)
(256,863)
(4,472)
652,211
(357,858)
4,981
(32,443)
(2,919)
—
(7,644)
14,572
4,264
(395,045)
(15,403)
(139,756)
(19,604)
(242,127)
613,706
371,579
$
48
Valmont Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three-year period ended December 31, 2016
(Dollars in thousands, except shares and per share amounts)
Balance at December 28, 2013................ $
Common
stock
27,900
$
Additional
paid-in
capital
Retained
earnings
— $1,562,670
Accumulated
other
comprehensive
income (loss)
$
Noncontrolling
interest in
consolidated
subsidiaries
Treasury
stock
(47,685) $ (20,860) $
Net earnings...............................................
Other comprehensive loss .........................
Cash dividends declared ($1.375 per
share) ....................................................
Dividends to noncontrolling interests........
Acquisition of DS SM ...............................
Acquisition of AgSense .............................
Addition of noncontrolling interest ...........
Purchase of treasury shares; 2,711,149
shares acquired .....................................
Stock plan exercises; 97,974 shares
acquired ................................................
Stock options exercised; 194,627 shares
issued ....................................................
Tax benefit from stock option exercises....
Stock option expense.................................
Stock awards; 22,010 shares issued ..........
Balance at December 27, 2014................
Net earnings...............................................
Other comprehensive income (loss) ..........
Cash dividends declared ($1.50 per share)
Dividends to noncontrolling interests........
Purchase of treasury shares; 1,435,488
shares acquired .....................................
Stock plan exercises; 112,995 shares
acquired ................................................
Stock options exercised; 169,493 shares
issued ....................................................
Tax benefit from stock option exercises....
Stock option expense.................................
Stock awards; 10,329 shares issued ..........
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
183,976
—
(35,036)
—
—
—
—
—
—
(10,994)
7,052
4,264
4,461
2,269
—
—
—
—
(86,748)
—
—
—
—
—
—
—
—
—
—
—
—
— (395,045)
—
—
—
—
—
(15,403)
18,514
—
—
2,498
27,900
— 1,718,662
(134,433)
(410,296)
40,117
—
—
(132,785)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(34,816)
—
—
—
(12,895)
5,716
1,699
5,137
6,059
—
—
—
—
—
—
—
—
—
— (168,983)
—
—
—
—
—
(13,854)
20,254
—
—
959
Balance at December 26, 2015................
27,900
— 1,729,679
(267,218)
(571,920)
Net earnings...............................................
Other comprehensive income (loss) ..........
Cash dividends declared ($1.50 per share)
Dividends to noncontrolling interests........
Purchase of noncontrolling interest
Purchase of treasury shares; 441,494
shares acquired .....................................
Stock plan exercises; 16,777 shares
acquired ................................................
Stock options exercised; 109,893 shares
issued ....................................................
Stock option expense.................................
Stock awards; 15,700 shares issued ..........
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(137)
—
—
173,232
—
(33,921)
—
—
—
—
(7,614)
5,732
5,782
1,969
—
—
—
(79,141)
—
—
—
—
—
—
—
—
—
—
—
—
—
(53,800)
(2,305)
13,035
—
2,209
Total
shareholders’
equity
1,544,846
$
189,318
(89,570)
(35,036)
(2,919)
9,309
16,333
508
(395,045)
(15,403)
14,572
4,264
4,461
4,767
22,821
5,342
(2,822)
—
(2,919)
9,309
16,333
508
—
—
—
—
—
—
48,572
5,216
1,250,405
45,333
(4,384)
(137,169)
—
(2,634)
—
—
—
—
—
—
46,770
5,159
985
—
(2,938)
(10,872)
—
—
—
—
—
(34,816)
(2,634)
(168,983)
(13,854)
13,075
1,699
5,137
7,018
965,211
178,391
(78,156)
(33,921)
(2,938)
(11,009)
(53,800)
(2,305)
11,153
5,782
4,178
Balance at December 31, 2016................ $
27,900
$
— $1,874,722
$
(346,359) $ (612,781) $
39,104
$
982,586
See accompanying notes to consolidated financial statements.
49
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(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
subsidiaries (the Company). The investment in Delta EMD Pty. Ltd ("EMD") is recorded at fair value
subsequent to its deconsolidation in 2013. 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
intercompany items have been eliminated.
Cash overdrafts
Cash book overdrafts totaling $18,734 and $15,536 were classified as accounts payable at December 31, 2016 and
December 26, 2015, 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 five 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 SUPPORT STRUCTURES: This segment consists of the manufacture of engineered metal
structures and components for the global lighting and traffic, wireless communication, and roadway safety;
UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete
structures for the global utility industry;
ENERGY AND MINING: This segment consists of the manufacture of access systems applications, forged steel
grinding media, and offshore oil and gas and wind energy structures.
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 as well as tubular products for industrial customers.
In addition to these five reportable segments, there are other businesses and activities that individually are not more
than 10% of consolidated sales. These operations include the distribution of industrial fasteners in years prior to 2016. 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 year ended December 31, 2016 consisted of 53 weeks. The Company's fiscal years ended
December 26, 2015 and December 27, 2014 consisted of 52 weeks. The estimated impact on the company's results of
operations due to the extra week in fiscal 2016 was additional net sales of approximately $50,000 and additional net earnings
of approximately $3,000.
50
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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. As the Company’s international Irrigation business has grown, the exposure
to potential losses in international markets has also increased. These exposures can be difficult to estimate, particularly in
areas of political instability, or with governments with which the Company has limited experience, or where there is a lack of
transparency as to the current credit condition of governmental units. As of December 31, 2016, the Company had
approximately $8,741 in delinquent accounts receivable with Chinese municipal entities with a specific allowance recorded
against it based on our estimation of what will not be fully collected. The Company’s allowance for doubtful accounts related
to both current and long-term accounts receivables was $18,991 at December 31, 2016.
Inventories
Approximately 38% and 39% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO)
method, or market as of December 31, 2016 and December 26, 2015, 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
$38,047 and $35,075 at December 31, 2016 and December 26, 2015, 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 2016, 2015 and 2014 was $66,482, $72,805 and $73,395, 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
estimated fair value. The Company recognized a $4,151 impairment of the Melbourne galvanizing site's equipment in 2015 as
the Company determined that our galvanizing operation in Melbourne, Australia would not generate sufficient cash flows on
an undiscounted cash flow basis to recover its carrying value. Other impairment losses were recorded in 2016 and 2015 as
facilities were closed and future plans for certain fixed assets changed in connection with the Company's restructuring plans.
The Company evaluates its reporting units for impairment of goodwill during the third fiscal quarter of each year, or
when events or changes in circumstances indicate the carrying value may not be recoverable. Reporting units are evaluated
using after-tax operating cash flows (less capital expenditures) discounted to present value.
are assessed separately from goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the
intangible asset change
underlying assumptions related to the valuation of a reporting unit’s goodwill or an
materially before or after the annual impairment testing, the reporting unit or asset is evaluated for potential impairment. In
these evaluations, management considers recent operating performance, expected future performance, industry conditions and
other indicators of potential impairment. Please see footnote 7 for details of impairments recognized during 2015.
intangible assets
51
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, fair value, or net investment hedge.
Comprehensive Income (Loss)
Comprehensive income (loss) 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 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
Gain on
Hedging
Activities
Balance at December 26, 2015 ......................................... $
Current-period comprehensive income (loss) ...................
Balance at December 31, 2016 ......................................... $
(191,928) $
(59,300)
(251,228) $
3,678
4,300
7,978
52
Accumulated
Other
Comprehensive
Income (Loss)
Defined
Benefit
Pension Plan
$
(78,968) $
(24,141)
(103,109) $
(267,218)
(79,141)
(346,359)
$
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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. Revenue
from our offshore and other complex steel structures products is recognized using the percentage-of-completion method,
based primarily on contract cost incurred to date compared to total estimated contract cost.
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.
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.”
In May 2014, the Company announced a capital allocation philosophy which covered a share repurchase program.
Specifically, the Board of Directors authorized the purchase of up to $500,000 of the Company's outstanding common stock
from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions.
In February 2015, the Board of Directors authorized an additional purchase of up to $250,000 of the Company's outstanding
common stock with no stated expiration date. As of December 31, 2016, we have acquired 4,588,131 shares for
approximately $617,800 under this share repurchase program.
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 $8,300 in 2016, $11,600 in 2015, and $13,900 in 2014.
53
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in
Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires
entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to
customers. This standard is effective for interim and annual reporting periods beginning after December 15, 2017, and can be
adopted either retrospectively or as a cumulative effect adjustment as of the date of adoption. Early adoption is permitted for
interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the effect that adopting
this new accounting guidance will have on its consolidated results of operations and financial position but expects to adopt it
as a cumulative effect adjustment in fiscal 2018.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under this ASU,
inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value”
will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business,
less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current
guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15,
2016. Early application is permitted and should be applied prospectively. The Company does not believe this inventory
measurement change will have a significant effect on its valuation of inventory upon adoption in fiscal 2017.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which
provides guidance requiring debt issuance costs be presented in the balance sheet as a direct deduction from the carrying
amount of the related debt liability and further clarification guidance allows the cost of securing a revolving line of credit to
be recorded as a deferred asset regardless of whether a balance is outstanding. The Company retrospectively adopted this
guidance and reclassified approximately $7,000 of debt issuance cost for its long-term debt (excluding its revolving line of
credit) to direct reduction of long-term debt instead of an other asset in the consolidated balance sheet for December 26,
2015.
In February 2016, the FASB issued ASU 2016-02, Leases, which provides revised guidance on leases requiring
lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the
definition of a short-term lease). The liability will be equal to the present value of lease payments. For income statement
purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases
will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded
expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those
applied in current lease accounting, but without explicit bright lines. ASU 2016-02 is effective for interim and annual
reporting periods beginning after December 15, 2018 and is to be applied on a modified retrospective transition. The
Company is currently evaluating the effect of adopting this new accounting guidance but expects the adoption will result in a
significant increase in total assets and liabilities.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting,
which provides revised guidance for employee share-based compensation payments. The ASU requires all excess tax
benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income
tax expense or benefit in the income statement. It also states excess tax benefits to be classified along with other income tax
cash flows as an operating activity whereas currently it is classified within a financing cash flow activity. ASU 2016-09 is
effective prospectively for interim and annual reporting periods beginning after December 15, 2016. The Company early
adopted this guidance prospectively in the second quarter of 2016 which resulted in an income tax benefit of approximately
$355 in fiscal 2016.
54
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments in the
Statement of Cash Flows, which provides more specific guidance on cash flow presentation for certain transactions. ASU
2016-15 is effective for interim periods and fiscal years beginning after December 15, 2017, with early adoption permitted.
We do not expect the provisions of this new standard will have a material impact on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates
Step 2 from the goodwill impairment test. ASU 2017-04 is effective for periods and fiscal years beginning after December
15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after
January 1, 2017. The Company will consider early adopting this standard prior to the annual goodwill impairment test in the
third quarter of 2017.
(2) ACQUISITIONS
Acquisitions of Businesses
On September 30, 2015, the Company purchased American Galvanizing for $12,778 in cash, net of cash acquired,
plus assumed liabilities. American Galvanizing operates a custom galvanizing operation in New Jersey with annual sales of
approximately $8,000. In the purchase price allocation, goodwill of $3,019 and $2,178 of customer relationships, trade name
and other intangible assets were recorded. Goodwill is not deductible for tax purposes. This business is included in the
Coatings segment and was acquired to expand the Company's geographic presence in the Northeast United States. The
purchase price allocation was finalized in the first quarter of 2016. Proforma disclosures were omitted as this business did
not have a significant impact on the Company's 2015 or 2016 financial results.
On March 3, 2014, the Company purchased 90% of the outstanding shares of DS SM A/S, which was renamed
Valmont SM. Valmont SM is a manufacturer of heavy complex steel structures for a diverse range of industries including
wind energy, offshore oil and gas, and electricity transmission. Valmont SM operates two manufacturing locations in
Denmark and its operations are reported in the Energy and Mining segment. The purchase price paid for the business at
closing (net of $56 cash acquired) was $120,483, including the payoff of an intercompany note payable by Valmont SM to its
prior affiliates. The purchase was subject to an earn-out clause that was contingent on meeting future operational metrics for
which no liability has been established based on expectations. The earn-out clause expired on December 31, 2016 and no
earn-out payment was made. The acquisition, which was funded by cash held by the Company, was completed to participate
in markets for wind energy, oil and gas exploration, power transmission and other related infrastructure projects and to
increase the Company's geographic footprint in Europe. The Company also funded a portion of the acquisition with an
intercompany note payable. The excess purchase price over the fair value of assets resulted in goodwill, which is not
deductible for tax purposes.
55
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(2) ACQUISITIONS (Continued)
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of
acquisition, which was finalized in the fourth quarter of 2014.
Current assets.........................................................................................................
Property, plant and equipment...............................................................................
Intangible assets.....................................................................................................
Goodwill ................................................................................................................
Total fair value of assets acquired ....................................................................
Current liabilities ...................................................................................................
Deferred income taxes...........................................................................................
Intercompany note payable....................................................................................
Long-term debt ......................................................................................................
Total fair value of liabilities assumed...............................................................
Non-controlling interests .......................................................................................
Net assets acquired ...........................................................................................
$
$
$
At March 3,
2014
73,421
85,638
30,340
16,803
206,202
47,754
19,715
37,448
8,941
113,858
9,309
83,035
Based on the fair value assessments, the Company allocated $30,340 of the purchase price to acquired intangible
assets. The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective
weighted average amortization periods:
Trade Names...............................................................................................
Backlog .......................................................................................................
Customer Relationships ..............................................................................
Total Intangible Assets................................................................................ $
$
11,470
3,145
15,725
30,340
Amount
Weighted
Average
Amortization
Period
(Years)
Indefinite
1.5
12.0
On October 6, 2014, the Company acquired Shakespeare Composite Structures (Shakespeare) for $48,272 in cash,
plus assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products with two
manufacturing facilities in South Carolina. Shakespeare's annual sales were approximately $55,000 and its operations are
included in the Engineered Support Structures segment. The acquisition of Shakespeare was completed to expand our
product offering of composite structure solutions. The fair value measurement process and purchase price allocation for
Shakespeare was finalized in the third quarter of 2015.
56
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(2) ACQUISITIONS (Continued)
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the
Shakespeare acquisition (goodwill is deductible for tax purposes):
At October 6,
2014
Current assets.........................................................................................................
Property, plant and equipment...............................................................................
Intangible assets.....................................................................................................
Goodwill ................................................................................................................
Total fair value of assets acquired ....................................................................
Current liabilities ...................................................................................................
Net assets acquired ...........................................................................................
$
$
$
12,532
10,694
13,500
15,416
52,142
3,870
48,272
Based on the fair value assessments, the Company allocated $13,500 of the purchase price to acquired intangible
assets. The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective
weighted-average amortization periods:
Trade Names...............................................................................................
Customer Relationships ..............................................................................
Total Intangible Assets................................................................................
$
$
4,000
9,500
13,500
Amount
Weighted
Average
Amortization
Period
(Years)
Indefinite
12.0
On August 25, 2014, the Company acquired 51% of AgSense, LLC (AgSense) for $17,000 in cash. AgSense
operates in South Dakota and is the creator of global WagNet network which provides growers with a more complete view of
their entire farming operation by tying irrigation decision making to field, crop and weather conditions. In the measurement
of fair values of assets acquired and liabilities assumed, goodwill of $17,193 and $16,083 of customer relationships, trade
name and other intangible assets were recorded. A portion of the goodwill was deductible for tax purposes. AgSense is
included in the Irrigation Segment. The fair value measurement process and purchase price allocation for AgSense were
finalized in the second quarter of 2015.
Acquisitions of Noncontrolling Interests
In April 2016, the Company acquired the remaining 30% of IGC Galvanizing Industries (M) Sdn Bhd that it did not
own for $5,841. In June 2016, the Company acquired 5.2% of the remaining 10% of Valmont SM that it did not own for
$5,168. As these transactions were for acquisitions of part or all of the remaining shares of consolidated subsidiaries with no
change in control, they were recorded within shareholders' equity and as a financing cash flow in the Consolidated
Statements of Cash Flows.
57
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(3) RESTRUCTURING ACTIVITIES
2016 Plan
In July 2016, the Company identified a restructuring plan (the "2016 Plan") in Australia/New Zealand focused
primarily on closing and consolidating locations within the Energy and Mining and Coatings segments. In the fourth quarter
of 2016, the Company decided to close a structures facility in Canada. The 2016 Plan was mostly completed by the end of
the fiscal year. During the last six months of fiscal 2016, the Company recorded the following pre-tax expenses from the
2016 Plan:
Energy &
Mining
Coatings
ESS
Other/
Corporate
TOTAL
Severance
Other cash restructuring
expenses
Asset impairments/net loss on
disposals
Total cost of sales
Severance
Other cash restructuring
expenses
Total selling, general and
administrative expenses
$
665
$
1,490
887
3,042
175
1,961
2,136
Consolidated total
$
5,178
$
69
—
—
69
236
—
236
305
$
955
$
— $
767
212
1,934
174
—
174
$ 2,108
$
—
—
—
—
234
234
234
$
1,689
2,257
1,099
5,045
585
2,195
2,780
7,825
2015 Plan
In April 2015, the Company's Board of Directors authorized a broad restructuring plan (the "2015 Plan") of up to $60,000 to
respond to the market environment in certain businesses. The following pre-tax expenses were recognized in 2015:
ESS
Energy &
Mining
Utility
Coatings
Irrigation
Other/
Corporate
TOTAL
Severance
Other cash restructuring
expenses
Asset impairments/net loss on
disposals
Total cost of sales
Severance
Other cash restructuring
expenses
Asset impairments/net loss on
disposals
Total selling, general and
administrative expenses
$ 2,305
$
2,112
$ 1,555
$
508
$
724
$
— $
1,467
333
4,105
2,951
—
2,223
5,174
882
1,853
3,361
6,355
1,142
4,550
714
—
—
714
404
238
—
642
175
5,291
5,974
270
336
—
606
—
—
724
423
—
130
553
—
—
—
1,957
1,142
7,356
10,455
Consolidated total
$ 9,279
$
7,069
$ 5,192
$
6,580
$
1,277
$
10,455
$
7,204
4,377
10,127
21,708
6,719
1,716
9,709
18,144
39,852
58
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(3) RESTRUCTURING ACTIVITIES (Continued)
During fiscal 2016, the Company recognized the following pre-tax restructuring expense (all cash) of $4,581 related to the
2015 Plan:
• Utility segment recognized $528 (cost of sales)
• ESS segment recognized $1,040 (SG&A)
• Coatings segment recognized $602 (SG&A)
•
Irrigation segment recognized $468 (SG&A)
• Corporate recorded $1,943 (SG&A)
The 2015 Plan contemplated that the Company may have to recognize an impairment of goodwill in its APAC
galvanizing reporting unit, dependent on future financial projections factoring the restructuring activities taking place in that
reporting unit. The Company recognized $17,300 of impairments in the APAC galvanizing reporting unit during fiscal 2015
which was comparable to the amount included in the $60,000 original estimate.
Change in the liabilities recorded for the restructuring plans were as follows:
Severance
Other cash restructuring expenses
Total
Balance at
December
26, 2015
Recognized
Restructuring
Expense
Costs Paid or
Otherwise
Settled
Balance at
December
31, 2016
$
$
1,307
1,426
2,733
$
$
3,660
7,647
11,307
$
$
(3,370)
(4,492)
(7,862)
$
$
1,597
4,581
6,178
A significant change in market conditions in any of the Company's segments may affect the Company's assessment
of the restructuring activities.
(4) CASH FLOW SUPPLEMENTARY INFORMATION
The Company considers all highly liquid temporary cash investments purchased with an original maturity of three
months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds)
for the fifty-three weeks ended December 31, 2016, and the fifty-two weeks ended December 26, 2015, and December 27,
2014 were as follows:
Interest ......................................................................................................................... $
Income taxes................................................................................................................
2016
45,683
48,203
$
2015
44,974 $
33,046
2014
32,601
111,174
59
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(5) INVENTORIES
Inventories consisted of the following at December 31, 2016 and December 26, 2015:
Raw materials and purchased parts ................................................................................. $
Work-in-process...............................................................................................................
Finished goods and manufactured goods ........................................................................
Subtotal............................................................................................................................
Less: LIFO reserve ..........................................................................................................
$
2016
143,659
27,291
217,125
388,075
38,047
350,028
$
$
2015
162,977
25,644
187,126
375,747
35,075
340,672
(6) 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 .......................................................................................................
2016
85,724
325,813
564,171
22,423
77,453
30,152
$1,105,736
$
2015
79,450
323,469
565,771
17,774
77,054
17,538
$1,081,056
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
$24,756, $25,546, and $28,580 for fiscal 2016, 2015, and 2014, respectively.
Minimum lease payments under operating leases expiring subsequent to December 31, 2016 are:
Fiscal year ending
2017............................................................................................................................................................. $ 21,459
16,904
2018.............................................................................................................................................................
12,874
2019.............................................................................................................................................................
11,355
2020.............................................................................................................................................................
7,656
2021.............................................................................................................................................................
Subsequent ......................................................................................................................................................
26,910
Total minimum lease payments....................................................................................................................... $ 97,158
60
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(7) GOODWILL AND INTANGIBLE ASSETS
Amortized Intangible Assets
The components of amortized intangible assets at December 31, 2016 and December 26, 2015 were as follows:
Gross
Carrying
Amount
Customer Relationships ................................................................................. $ 191,316
3,616
Proprietary Software & Database ..................................................................
6,434
Patents & Proprietary Technology.................................................................
3,713
Other ..............................................................................................................
$ 205,079
$
$
Accumulated
Amortization
111,342
3,056
3,420
3,668
121,486
Weighted
Average
Life
13 years
8 years
11 years
3 years
December 31, 2016
Gross
Carrying
Amount
Customer Relationships ................................................................................. $ 201,801
3,571
Proprietary Software & Database ..................................................................
6,815
Patents & Proprietary Technology.................................................................
3,752
Other ..............................................................................................................
$ 215,939
$
$
Accumulated
Amortization
101,614
2,966
3,421
3,671
111,672
Weighted
Average
Life
13 years
8 years
11 years
3 years
December 26, 2015
Amortization expense for intangible assets was $15,935, $18,339 and $18,414 for the fiscal years ended
December 31, 2016, December 26, 2015 and December 27, 2014, respectively.
Estimated annual amortization expense related to
intangible assets is as follows:
Estimated
Amortization
Expense
2017.............................................................................................. $
2018..............................................................................................
2019..............................................................................................
2020..............................................................................................
2021..............................................................................................
15,063
13,434
12,694
11,634
9,586
The useful lives assigned to
intangible assets included consideration of factors such as the Company’s
past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying
arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset.
Non-amortized intangible assets
Intangible assets with indefinite lives are not amortized. The carrying values of trade names at December 31, 2016
and December 26, 2015 were as follows:
61
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(7) GOODWILL AND INTANGIBLE ASSETS (Continued)
Webforge............................................................................................................ $
Valmont SM.......................................................................................................
Newmark............................................................................................................
Ingal EPS/Ingal Civil Products ..........................................................................
Donhad...............................................................................................................
Shakespeare........................................................................................................
Industrial Galvanizers ........................................................................................
Other ..................................................................................................................
$
December 31,
2016
December 26,
2015
8,624
8,765
11,111
7,032
5,305
4,000
2,201
13,747
60,785
$
$
10,430
8,919
11,111
8,504
6,415
4,000
2,662
13,889
65,930
Year
Acquired
2010
2014
2004
2010
2010
2014
2010
In its determination of these intangible assets as
the Company considered such factors as its
expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful
life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects
that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.
The Company's trade names were tested for impairment separately from goodwill in the third quarter of 2016. 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. The decrease in certain trade names in 2016 was solely due to currency translation effects.
In 2015, the Company recorded a $5,830 impairment of the Webforge trade name (in Energy and Mining segment)
and a $1,100 impairment of the Industrial Galvanizing trade name (in Coatings segment).
Goodwill
The carrying amount of goodwill by segment as of December 31, 2016 and December 26, 2015 was as follows:
Gross Balance at December 26, 2015. $ 101,275
Accumulated impairment losses......
Balance at December 26, 2015........
Foreign currency translation............
Balance at December 31, 2016........ $
101,275
(6,961)
94,314
Utility
Support
Structures
Segment
75,404
Engineered
Support
Structures
Segment
Energy
and
Mining
Segment
$ 99,829
— (18,670)
81,159
(8,947)
$ 72,212
$
$
Coatings
Segment
$ 75,941
— (16,222)
59,719
(150)
$ 59,569
75,404
—
75,404
Irrigation
Segment
$ 19,359
19,359
252
$ 19,611
Total
$ 371,808
— (34,892)
336,916
(15,806)
$ 321,110
62
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(7) GOODWILL AND INTANGIBLE ASSETS (Continued)
Engineered
Support
Structures
Segment
Energy
and
Mining
Segment
$ 106,770
Balance at December 27, 2014 ........ $ 107,868
— (18,670)
Impairment.......................................
—
—
Acquisition.......................................
(6,941)
(4,856)
Foreign currency translation ............
—
Divestiture of business.....................
(1,737)
$ 81,159
Balance at December 26, 2015 ........ $ 101,275
Utility
Support
Structures
Segment
75,404
Coatings
Segment
$ 75,533
— (16,222)
3,019
—
(2,611)
—
—
—
$ 59,719
75,404
Irrigation
Segment
$ 19,536
Total
$ 385,111
— (34,892)
3,019
—
(14,585)
(177)
(1,737)
—
$ 336,916
$ 19,359
$
$
During the second quarter of 2015, the Company divested of a small business in its ESS segment. The goodwill
allocated to that business was $1,737 and was required to be written off based on the selling price of the divested business.
The Company’s annual impairment test of goodwill was performed during the third quarter of 2016 and it was
determined that the goodwill on the consolidated balance sheet was not impaired.
In fiscal 2015, the Company recognized a $16,222 impairment charge which represented all of the goodwill on the
APAC Coatings reporting unit. The forecast for lower prices for oil and natural gas required an interim step 2 test for our
Access Systems reporting unit during the fourth quarter of 2015. Accordingly, the Company recorded a $18,670 impairment
of Access System's goodwill.
(8) BANK CREDIT ARRANGEMENTS
The Company maintains various lines of credit for short-term borrowings totaling $109,424 at December 31, 2016.
As of December 31, 2016 and December 26, 2015, $0 and $199 was outstanding, respectively. 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 $109,424 at December 31, 2016. 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 5.23% at December 26, 2015.
Other notes payable of $746 and $777 were outstanding at December 31, 2016 and December 26, 2015, respectively.
(9) INCOME TAXES
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries are as follows:
United States...................................................................................................................... $
Foreign...............................................................................................................................
2016
136,682
83,772
$
220,454
2015
$
$
99,175
(6,168)
93,007
$
$
2014
168,975
115,208
284,183
63
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(9) INCOME TAXES (Continued)
Income tax expense (benefit) consists of:
Current:
Federal ............................................................................................................................... $
State ...................................................................................................................................
Foreign...............................................................................................................................
Non-current:
Deferred:
Federal ...............................................................................................................................
State ...................................................................................................................................
Foreign...............................................................................................................................
2016
2015
2014
41,539
$
23,130
$
5,467
19,123
66,129
(381)
8,504
202
(32,391)
(23,685)
4,431
15,077
42,638
52,588
5,059
32,443
90,090
(69)
(447)
3,382
(333)
1,809
4,858
447
1,376
3,428
5,251
The reconciliations of the statutory federal income tax rate and the effective tax rate follows:
$
42,063
$
47,427
$
94,894
Statutory federal income tax rate ...........................................................................................
35.0%
35.0%
35.0%
2016
2015
2014
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..............................................................................
Goodwill impairment .............................................................................................................
UK tax rate reduction.............................................................................................................
Reversal of contingent liability..............................................................................................
UK defined benefit pension plan ...........................................................................................
Other ......................................................................................................................................
1.7
2.9
(4.8)
(0.2)
(2.0)
—
1.0
(2.2)
(14.6)
2.3
3.1
(0.1)
(5.7)
(0.1)
(3.8)
11.3
7.7
—
—
3.6
1.8
(0.4)
(4.4)
(0.2)
(1.6)
—
—
—
—
3.2
19.1%
51.0%
33.4%
Fiscal 2016 includes $32,450 of deferred income tax benefit attributable to the re-measurement of the deferred tax
asset related to the Company's U.K. defined benefit pension plan. This item arose from a 2016 international legal
reorganization executed to better reflect the Company's operational business strategies. The Company considered many
factors in effecting this realignment, including streamlining treasury functions, creating a platform for future growth, and
capital allocation considerations. In addition, in fiscal 2016 the Company recorded a $9,888 valuation allowance against a tax
credit which is not more likely than not to be realized. In 2016 and 2015, the Company was required to remeasure its U.K.
deferred income tax assets to account for a change in the U.K. corporate tax rate. The Company recorded deferred income
tax expense of $1,860 and $7,120 for this change in U.K. tax rates. The reversal of a $16,591 contingent non-current liability
in 2016 is not taxable.
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 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:
64
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(9) INCOME TAXES (Continued)
Deferred income tax assets:
2016
2015
Accrued expenses and allowances....................................................................................... $
Accrued insurance ...............................................................................................................
Tax credits and loss carryforwards......................................................................................
Defined benefit pension liability .........................................................................................
Inventory allowances...........................................................................................................
Accrued warranty ................................................................................................................
Deferred compensation........................................................................................................
Gross deferred income tax assets ....................................................................................
Valuation allowance.............................................................................................................
Net deferred income tax assets ........................................................................................
16,549
1,071
104,439
80,425
1,385
9,436
37,988
251,293
(81,923)
169,370
Deferred income tax liabilities:
Work in progress..................................................................................................................
Property, plant and equipment.............................................................................................
Intangible assets...................................................................................................................
Other liabilities ....................................................................................................................
Total deferred income tax liabilities................................................................................
Net deferred income tax asset/(liability) ......................................................................... $
2,161
37,961
50,405
6,164
96,691
72,679
$
$
18,320
1,408
130,743
32,278
911
12,818
36,672
233,150
(90,837)
142,313
3,087
41,147
54,162
3,517
101,913
40,400
Deferred income tax assets (liabilities) are presented as follows on the Consolidated Balance Sheets:
Balance Sheet Caption
2016
Other assets ........................................................................................................... $ 108,482
(35,803)
Deferred income taxes ..........................................................................................
72,679
Net deferred income tax asset/(liability) .......................................................... $
$
$
2015
76,069
(35,669)
40,400
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 31, 2016 and
December 26, 2015 respectively, there were $104,439 and $130,743 relating to tax credits and loss carryforwards.
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 31, 2016 that are associated with tax loss and tax credit
carryforwards not reduced by valuation allowances expire in periods starting 2017.
Uncertain tax positions included in other non-current liabilities are evaluated in a two-step process, whereby (1) the
Company determines 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.
65
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(9) INCOME TAXES (Continued)
The following summarizes the activity related to our unrecognized tax benefits in 2016 and 2015, in thousands:
Gross unrecognized tax benefits—beginning of year ............................................................ $
Gross decreases—tax positions in prior period......................................................................
......................................................................
Settlements with taxing authorities ........................................................................................
Lapse of statute of limitations ................................................................................................
Gross unrecognized tax benefits—end of year ...................................................................... $
3,876
99
695
(105)
(1,165)
3,400
$
$
4,268
(173)
687
(361)
(545)
3,876
2016
2015
There are approximately $1,210 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 2016, the Company recorded a reduction of its gross unrecognized tax
benefit of $1,165 with $810 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in
the United States. During 2015, the Company recorded a reduction of its gross unrecognized tax benefit of $545, with $511
recorded as a reduction of its income tax expense, due to the expiration of statutes of limitation in the United States. In
addition to these amounts, there was an aggregate of $192 and $280 of interest and penalties at December 31, 2016 and
December 26, 2015, 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 2013
and forward remain open under U.S. statutes of limitation. The total amount of unrecognized tax benefits that, if recognized,
would affect the effective tax rate was $3,328 and $3,813 at December 31, 2016 and December 26, 2015, respectively.
All foreign subsidiaries are considered permanently invested at December 31, 2016. Provision has not been made
for United States income taxes on the undistributed earnings of the Company’s foreign subsidiaries (approximately $424,000
at December 31, 2016 and $415,000 at December 26, 2015, 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. The determination of the additional U.S. federal and state income taxes or foreign withholding taxes have not been
provided, as the determination is not practicable. 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.
66
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(10) LONG-TERM DEBT
Long-term debt is as follows:
December 31,
2016
December 26,
2015
5.00% senior unsecured notes due 2044(a) ............................................................................. $
5.25% senior unsecured notes due 2054(b).............................................................................
Unamortized discount on 5.00% and 5.25% senior unsecured notes (a)(b)............................
6.625% senior unsecured notes due 2020(c) ...........................................................................
Unamortized premium on 6.625% senior unsecured notes(c).................................................
Revolving credit agreement (d) ...............................................................................................
IDR Bonds(e)...........................................................................................................................
Other notes...............................................................................................................................
Debt issuance costs..................................................................................................................
Long-term debt ....................................................................................................................
Less current installments of long-term debt ............................................................................
Long-term debt, excluding current installments.................................................................. $
250,000
250,000
(4,360)
250,200
3,557
—
8,500
4,395
(6,646)
755,646
851
754,795
$
$
250,000
250,000
(4,405)
250,200
4,518
—
8,500
6,228
(7,046)
757,995
1,077
756,918
______________________________________________
(a)
(b)
(c)
(d)
The 5.00% senior unsecured notes due 2044 include an aggregate principle amount of $250,000 on which interest is
paid and an unamortized discount balance of $1,120 at December 31, 2016. The notes bear interest at 5.000% per
annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as
interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or
in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest.
These notes are guaranteed by certain subsidiaries of the Company.
The 5.25% senior unsecured notes due 2054 include an aggregate principle amount of $250,000 on which interest is
paid and an unamortized discount balance of $3,240 at December 31, 2016. The notes bear interest at 5.250% per
annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as
interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or
in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest.
These notes are guaranteed by certain subsidiaries of the Company.
The 6.625% senior unsecured notes due 2020, following a partial tender offer in September 2014, include a
remaining aggregate principal amount of $250,200 on which interest is paid and an unamortized premium balance of
$3,557 at December 31, 2016. The notes bear interest at 6.625% per annum and are due on April 1, 2020. In
September 2014, the Company repurchased by partial tender $199,800 in aggregate principal amount of these notes
and incurred cash prepayment expenses of approximately $41,200. In addition, $4,439 of the unamortized premium
was recognized as income which is the proportionate amount of debt that was repaid. The remaining premium will
be amortized against interest expense as interest payments are made over the term of the notes. The notes may be
repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole
premium accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company.
On October 17, 2014, the Company entered into a First Amendment to our Credit Agreement with JPMorgan Chase
Bank, as Administrative Agent, and the other lenders party thereto, dated as of August 15, 2012, which increased the
committed unsecured revolving credit facility from $400,000 to $600,000 and extended the maturity date from
August 15, 2017 to October 17, 2019. The Company may increase the credit facility by up to an additional
$200,000 at any time, subject to lenders increasing the amount of their commitments. The interest rate on our
borrowings will be, at our option, either:
67
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(10) LONG-TERM DEBT (Continued)
(i)
LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company) plus 100 to 162.5 basis
points, depending on the credit rating of the our senior debt published by Standard & Poor's Rating
Services and Moody's Investors Service, Inc., or;
(ii)
the higher of
•
•
the prime lending rate,
the Federal Funds rate plus 50 basis points, and
• LIBOR (based on a 1 month interest period) plus 100 basis points,
plus, in each case, 0 to 62.5 basis points, depending on the credit rating of our senior debt
published by Standard & Poor's Rating Services and Mood's Investors Service, Inc.
At December 31, 2016, the Company had no outstanding borrowings under the revolving credit facility.
The revolving credit facility has a maturity date of October 17, 2019 and contains certain financial covenants that
may limit additional borrowing capability under the agreement. At December 31, 2016, the Company had the ability
to borrow $584,600 under this facility, after consideration of standby letters of credit of $15,400 associated with
certain insurance obligations. We also maintain certain short-term bank lines of credit totaling $109,400, $109,400
of which was unused at December 31, 2016.
(e)
The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in
Jasper, Tennessee. Variable interest is payable until final maturity on June 1, 2025. The effective interest rates at
December 31, 2016 and December 26, 2015 were 1.48% and 1.22% 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 31, 2016. The minimum aggregate
maturities of long-term debt for each of the five years following 2016 are: $894, $890, $749, $250,954 and $762.
The obligations arising under the 5.00% senior unsecured notes due 2044, the 5.25% senior unsecured notes due
2054, the 6.625% senior unsecured notes due 2020, and the revolving credit facility are guaranteed by the Company and its
wholly-owned subsidiaries PiRod, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty. Ltd.
(11) STOCK-BASED COMPENSATION
The Company maintains
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 31, 2016, 706,298 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 $5,782,
$5,137 and $4,461 of compensation expense (included in selling, general and administrative expenses) in the 2016, 2015 and
2014 fiscal years, respectively. The associated tax benefits recorded in the 2016, 2015 and 2014 fiscal years was $2,197,
$1,952 and $1,695, respectively.
68
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(11) STOCK-BASED COMPENSATION (Continued)
At December 31, 2016, the amount of unrecognized stock option compensation expense, to be recognized over a
weighted average period of 2.15 years, was approximately $9,872.
The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant
made in 2016, 2015 and 2014 was estimated using the following assumptions:
Expected volatility ........................................................................................................................ 33.88% 34.13% 32.27%
1.43%
Risk-free interest rate ....................................................................................................................
3.0 yrs
Expected life from vesting date .................................................................................................... 3.0 yrs
0.75%
Dividend yield...............................................................................................................................
1.83% 1.58%
3.0 yrs
1.13% 0.94%
2016
2015
2014
Following is a summary of the activity of the stock plans during 2014, 2015 and 2016:
Outstanding at December 28, 2013....................................................
Granted...............................................................................................
Exercised............................................................................................
Forfeited.............................................................................................
Outstanding at December 27, 2014....................................................
Options vested or expected to vest at December 27, 2014 ................
Options exercisable at December 27, 2014........................................
Number
of
Shares
795,221
177,717
(194,627)
(9,716)
768,595
746,974
450,539
Weighted
Average
Exercise
Price
$
99.29
132.94
(71.67)
(126.23)
$ 113.72
$ 113.06
97.29
$
The weighted average per share fair value of options granted during 2014, was $33.94.
Outstanding at December 27, 2014...........................................................
Granted......................................................................................................
Exercised ...................................................................................................
Forfeited ....................................................................................................
Outstanding at December 26, 2015...........................................................
Options vested or expected to vest at December 26, 2015 .......................
Options exercisable at December 26, 2015...............................................
Weighted
Average
Exercise
Price
$ 113.72
104.89
74.37
137.02
$ 117.42
$ 117.61
$ 119.43
Number of
Shares
768,595
291,708
(169,493)
(41,201)
849,609
818,300
409,068
The weighted average per share fair value of options granted during 2015 was $27.91.
69
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
4.74 $ 15,983
15,981
4.69
15,944
3.59
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
5.18 $
5.13
3.74
4,536
4,456
3,376
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(11) STOCK-BASED COMPENSATION (Continued)
Outstanding at December 26, 2015...........................................................
Granted......................................................................................................
Exercised ...................................................................................................
Forfeited ....................................................................................................
Outstanding at December 31, 2016...........................................................
Options vested or expected to vest at December 31, 2016.......................
Options exercisable at December 31, 2016...............................................
Weighted
Average
Exercise
Price
$ 117.42
151.37
101.69
129.36
$ 122.77
$ 124.18
$ 123.75
Number of
Shares
849,609
85,092
(109,893)
(31,635)
793,173
774,139
469,844
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
4.78 $
4.75
3.96
16,640
16,200
9,056
The weighted average per share fair value of options granted during 2016 was $40.00.
Following is a summary of the status of stock options outstanding at December 31, 2016:
Outstanding and Exercisable By Price Range
Options Outstanding
Options Exercisable
Exercise Price
Range
$83.94 - 105.44
$110.33 - 132.84
$136.42 - 151.90
Number
347,914
147,717
297,542
793,173
Weighted
Average
Remaining
Contractual
Life
5.06 years
4.95 years
4.36 years
Weighted
Average
Exercise
Price
100.47
$
132.17
144.18
Weighted
Average
Exercise
Price
$
95.93
132.44
141.15
Number
162,533
94,517
212,794
469,844
In accordance with shareholder-approved plans, the Company grants stock under various
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 2016, 2015 and 2014, 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):
compensation
Shares issued .......................................................................................................................
2016
58,961
................................................................. $ 150.48
Recognized compensation expense ..................................................................................... $ 4,069
2015
47,038
$ 108.97
$ 4,511
2014
35,885
$ 136.91
$ 3,978
At December 31, 2016 the amount of deferred
compensation granted, to be recognized over a
period of 1.86 years, was approximately $11,896.
70
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(12) 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
2016:
Net earnings attributable to Valmont Industries, Inc................................................... $ 173,232
22,562
Weighted average shares outstanding (000's)..............................................................
7.68
Per share amount ......................................................................................................... $
2015:
Net earnings attributable to Valmont Industries, Inc................................................... $ 40,117
23,288
Weighted average shares outstanding (000's)..............................................................
1.72
Per share amount ......................................................................................................... $
2014:
Net earnings attributable to Valmont Industries, Inc................................................... $ 183,976
25,719
Weighted average shares outstanding (000's)..............................................................
7.15
Per share amount ......................................................................................................... $
$
$
$
$
$
$
— $ 173,232
22,709
7.63
147
0.05
$
— $ 40,117
23,405
1.71
117
0.01
$
— $ 183,976
25,932
213
7.09
0.06
$
Basic and diluted net earnings and earnings per share in fiscal 2016 included a deferred income tax benefit of
$30,590 ($1.35 per share) primarily attributable to the re-measurement of the deferred tax asset related to the Company's
U.K. defined benefit pension plan. In addition, fiscal 2016 included $9,888 ($0.44 per share) recorded as a valuation
allowance against a tax credit asset. Finally, fiscal 2016 included the reversal of a contingent liability that was recognized as
part of the Delta purchase accounting of $16,591 ($0.73 per share) which was not taxable. Fiscal 2015 included impairments
of goodwill and intangible assets of $40,140 after-tax ($1.72 per share), asset impairments arising from restructuring
activities of $14,545 after-tax ($0.62 per share), and $13,622 of cash restructuring expenses ($0.58 per share). Fiscal 2014
included costs associated with refinancing of our long-term debt of $24,171 after tax ($0.93 per share).
Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly
earnings per share may not equal the total for the year primarily due to the share buyback program that began in the second
quarter of 2014.
At the end of fiscal years 2016, 2015, and 2014 there were approximately 197,303, 426,338, and 449,000
outstanding stock options, respectively, with exercise prices exceeding the market price of common stock that were excluded
from the computation of diluted earnings per share, respectively.
(13) 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 2016, 2015 and 2014 Company contributions to these plans
amounted to approximately $10,900, $11,700 and $12,600 respectively.
71
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(13) EMPLOYEE RETIREMENT SAVINGS PLAN (Continued)
The Company sponsors a
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 $35,784 and $37,963 at December 31,
2016 and December 26, 2015, respectively. Such amounts are included in “Other assets” and “Deferred compensation” 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 $5,317 and $2,439 at
December 31, 2016 and December 26, 2015, respectively. All distributions were made in cash.
(14) 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 31, 2016, the carrying amount of the Company’s long-term debt was $755,646 with an
estimated fair value of approximately $731,633. At December 26, 2015, the carrying amount of the Company’s long-term
debt was $757,995 with an estimated fair value of approximately $724,020.
For financial reporting purposes, a
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:
• Level 1: Quoted market prices in active markets for identical assets or liabilities.
• Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
• Level 3: Unobservable inputs that are not corroborated by market data.
The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.
Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred
Compensation Plan of $35,784 ($37,963 in 2015) 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 $2,016 ($4,734 in 2015) is recorded at fair
value at December 31, 2016. Quoted market prices are available for these securities in an active market and therefore
categorized as a Level 1 input. These securities are included in Other Assets on the Consolidated Balance Sheets.
72
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(14) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Carrying Value
December 31,
2016
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Fair Value Measurement Using:
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Trading Securities ...................................... $
37,800
$
37,800
$
— $
—
Carrying Value
December 26,
2015
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Fair Value Measurement Using:
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Trading Securities ...................................... $
42,697
$
42,697
$
— $
—
(15) 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.
Some of these derivative financial instruments are marked to market and recorded in the Company’s consolidated statements
of earnings, while others may be accounted for as a fair value, cash flow, or net investment 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. The financial effects of these derivatives in 2016 and 2015 were minimal.
Interest Rate Fluctuations: In prior years, the Company executed contracts to lock in the treasury rate related to
the issuance of each of their unsecured notes due in 2020, 2044, and 2054. These contracts were executed to hedge the risk of
potential fluctuations in the treasury rates which would change the amount of net proceeds received from the debt offering.
As the benchmark rate component of the fixed rate debt issuance and the cash flow hedged risk is based on that same
benchmark, each was deemed an effective hedge at inception. The settlement with each of the counterparties was recorded in
accumulated other comprehensive income and at December 31, 2016, the Company has a $3,557 deferred loss and a $4,360
deferred gain remaining in accumulated other comprehensive loss related to the past settlement of these forward contracts.
The amount is amortized as a reduction of interest expense (for the deferred gain) or an increase in interest expense (for the
deferred loss) over the term of the debt.
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 a receivable or payable denominated in a foreign currency, a forecasted transaction or a series of forecasted
transactions denominated in a foreign currency, or an investment in foreign operations with a different functional currency.
73
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(15) DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
At December 31, 2016, the Company had a couple of open foreign currency forward contracts, which are generally
accounted for as cash flow hedges if hedge accounting is utilized. In the second quarter of 2016, the Company entered into a
one-year foreign currency forward contract which qualified as a net investment hedge, in order to mitigate foreign currency
risk on a portion of our foreign subsidiary investments denominated in British pounds. The forward contract has a maturity
date of May 2017 and a notional amount to sell British pounds and receive $44,000 dollars. The unrealized gain recorded at
December 31, 2016 is $6,872 and is included in Other Current Assets on the Consolidated Balance Sheets. No
ineffectiveness has resulted from the hedge and the balance is recorded in the Consolidated Statements of Other
Comprehensive Income within gain/(loss) on hedging activities. When the forward contract matures, the realized gain (loss)
will be deferred in Other Comprehensive Income where it will remain until the net investments in our British subsidiaries are
divested.
At December 26, 2015, the Company had one open forward contract related to interest payments on a large
intercompany note denominated in Australian dollars. The interest from these notes are used to fund the delta pension plan in
the United Kingdom with a functional currency of the British pound. The derivative was accounted for as a cash flow hedge
and had a notional amount to sell Australian dollars of $36,590, which was settled in January 2016. Total gains on the
forward contract related to the intercompany note interest payments in fiscal 2015 was $1,821.
(16) 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.
The Company recorded a $17,000 provision in the fourth quarter of 2015 for a commercial settlement with a large
customer that requires ongoing quality monitoring. Changes in the product warranty accrual, which is recorded in “Accrued
expenses”, for the years ended December 31, 2016 and December 26, 2015, 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.................................................................................
Balance, end of period...................................................................................................................... $
2016
2015
36,653
(20,355)
9,565
675
26,538
$
$
19,760
(11,203)
28,608
(512)
36,653
(17) 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.
The Company established a provision in 2010 to address a pre-acquisition contingency which arose from the Delta
acquisition and was recognized as part of the purchase accounting. The applicable statutes of limitations have expired and
the Company determined this contingent liability is remote. Therefore in 2016, the Company reduced "Other noncurrent
liabilities" by $16,591, the amount of the provision, and recognized “Other" income.
74
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(18) 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 31, 2016.
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 participants, including the effect of assumed future salary
increases (if applicable) and inflation. Plan assets are measured at fair value. Effective with year-end 2015, the Company
early adopted the practical expedient accounting guidance that permits an entity to measure defined benefit plan assets and
obligations using the month-end closest to the entity's fiscal year-end consistently going forward. The pension plan obligation
recorded on the balance sheet as of December 26, 2015 was measured based on the pension plan assets and obligation as of
December 31, 2015. Because the pension plan is denominated in British pounds sterling, the Company used exchange rates
of $1.492/£ and $1.234/£ to translate the net pension liability into U.S. dollars at December 26, 2015 and December 31,
2016, respectively. The net funded status of $209,470 at December 31, 2016 is recorded as a noncurrent liability.
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 27, 2014 to
December 31, 2015 were as follows:
Projected
Benefit
Obligation
Fair Value at December 27, 2014.............................................. $ 692,283
—
Employer contributions .............................................................
24,614
Interest cost................................................................................
—
Actual return on plan assets.......................................................
(18,346)
Benefits paid..............................................................................
28,130
Actuarial loss .............................................................................
(29,232)
Currency translation ..................................................................
Fair Value at December 31, 2015.............................................. $ 697,449
Plan
Assets
542,159
16,500
—
(306)
(18,346)
—
(21,881)
518,126
$
$
Funded
status
$ (150,124)
$ (179,323)
75
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)
Changes in the PBO and fair value of plan assets for the pension plan for the period from December 31, 2015 to
December 31, 2016 were as follows:
Projected
Benefit
Obligation
Fair Value at December 31, 2015.............................................. $ 697,449
—
Employer contributions .............................................................
23,496
Interest cost................................................................................
—
Actual return on plan assets.......................................................
(17,792)
Benefits paid..............................................................................
125,765
Actuarial loss .............................................................................
(132,781)
Currency translation ..................................................................
Fair Value at December 31, 2016.............................................. $ 696,137
Plan
Assets
518,126
1,426
—
80,538
(17,792)
—
(95,631)
486,667
$
$
Funded
status
$ (179,323)
$ (209,470)
Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2016 and
December 26, 2015 consisted of actuarial gains (losses):
(55,953)
Balance December 27, 2014.................................................... $
(53,661)
Actuarial loss.................................................................
2,655
Currency translation gain ..............................................
(106,959)
Balance December 26, 2015....................................................
(66,957)
Actuarial loss ......................................................................
17,038
Currency translation gain ...................................................
Balance December 31, 2016.................................................... $ (156,878)
The estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost
in 2017 is approximately $2,840.
Assumptions—The weighted-average actuarial assumptions used to determine the benefit obligation at December 31, 2016
and December 31, 2015 were as follows:
Percentages
Discount rate............................................................................
Salary increase.........................................................................
CPI inflation ............................................................................
RPI inflation ............................................................................
2016
2015
2.80%
N/A
2.25%
3.15%
3.75%
N/A
2.15%
3.25%
76
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)
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 31, 2016 and
December 26, 2015 were as follows:
Net Periodic Benefit Cost:
Interest cost..............................................................................................
Expected return on plan assets ................................................................
Amortization of actuarial loss .................................................................
Net periodic benefit expense (benefit) ........................................................ $
23,496
(22,986)
1,360
1,870
$
24,614
(25,224)
—
(610)
2016
2015
Assumptions—The weighted-average actuarial assumptions used to determine expense are as follows for fiscal 2016
and 2015:
Percentages
Discount rate................................................................................................
Expected return on plan assets ....................................................................
CPI Inflation ................................................................................................
RPI Inflation ................................................................................................
2016
2015
3.75%
5.15%
2.15%
3.35%
3.65%
5.00%
2.10%
3.20%
The discount rate is based on the yields of AA-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 2016 regarding annual funding for the Plan. The annual
contributions into the Plan are $12,340 (/£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 $1,357 (/£1,100) per annum. The Company deferred its 2016
recovery plan contribution payment of £10,000, placing it into a restricted cash account. The restriction will release before
March 31, 2017, when the Company contributes the £10,000 to the Plan.
Benefit Payments
The following table details expected pension benefit payments for the years 2017 through 2026:
77
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)
2017 ............................................................................... $
2018 ...............................................................................
2019 ...............................................................................
2020 ...............................................................................
2021 ...............................................................................
Years 2022 - 2026..........................................................
16,650
17,200
17,800
18,250
18,900
104,000
Asset Allocation Strategy
The investment strategy for pension plan assets is to maintain a diversified portfolio consisting of
• Long-term
securities that are investment grade or
in nature;
• Common stock mutual funds in U.K. and non-U.K. companies, and;
• 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 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
maturity of the corporate bond portfolio was
13 years at December 31, 2016.
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. The fair value
recorded by the Plan is calculated using net asset value (NAV) for each investment.
Corporate Bonds—Corporate bonds and debentures consist of fixed income securities issued by U.K. corporations.
The fair value recorded by the Plan is calculated using NAV for each investment.
Corporate Stock—This investment category consists of common and preferred stock, including mutual funds,
issued by U.K. and non-U.K. corporations. The fair value recorded by the Plan is calculated using NAV for each investment,
except for one small holding that is actively traded.
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. The fair value
recorded by the Plan is calculated using NAV for each investment.
78
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)
At December 31, 2016 and December 31, 2015, the pension plan assets measured at fair value on a recurring basis
were as follows:
December 31, 2016
Plan assets at fair value:
Temporary cash investments .................................... $
Corporate stock ........................................................
Total plan net assets at fair value.............................. $
Plan assets at NAV:...................................................
Index-linked gilts......................................................
Corporate bonds .......................................................
Corporate stock ........................................................
Diversified growth funds..........................................
Total plan assets at NAV...........................................
Total plan assets......................................................
Quoted Prices in
Active Markets
for Identical
Inputs (Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
1,900
480
2,380
$
$
— $
—
— $
— $
—
— $
1,900
480
2,380
135,141
83,834
165,338
99,974
484,287
$
486,667
December 31, 2015
Plan 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)
Total
Temporary cash investments .................................... $
Corporate stock ........................................................
Total plan net assets at fair value.............................. $
Plan assets at NAV:...................................................
Index-linked gilts......................................................
Corporate bonds .......................................................
Corporate stock ........................................................
Diversified growth funds..........................................
Total plan assets at NAV...........................................
Total plan assets......................................................
4,673
508
5,181
$
$
— $
—
— $
— $
—
— $
4,673
508
5,181
123,257
100,701
172,456
116,531
512,945
518,126
$
79
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(19) BUSINESS SEGMENTS
The Company has five 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
employee headcounts and sales dollars.
expenses that are allocated to business units generally on the basis of
Reportable segments are as follows:
ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture of engineered
structures and components for the global lighting and traffic, wireless communication, and roadway safety
industries;
ENERGY AND MINING: This segment, all outside of the United States, consists of the manufacture of
access systems applications, forged steel grinding media, on and off shore oil, gas, and wind energy structures;
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 and tubular products for industrial customers.
In addition to these five reportable segments, the Company had other businesses and activities that individually are
not more than 10% of consolidated sales. Due to the business reorganization that occurred in the fourth quarter of 2015, there
are no longer business operations included in Other.
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.
80
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(19) BUSINESS SEGMENTS (Continued)
Summary by Business
SALES:
Engineered Support Structures segment:
2016
2015
2014
Lighting, Traffic, and Roadway Products........................ $
Communication Products ................................................
Engineered Support Structures segment ......................
632,455
168,070
800,525
$
600,280
171,173
771,453
$
648,352
161,618
809,970
Energy and Mining segment:
Offshore and Other Complex Steel Structures.................
Grinding Media................................................................
Access Systems ...............................................................
Energy and Mining segment.........................................
Utility Support Structures segment:
Steel .................................................................................
Concrete...........................................................................
Utility Support Structures segment .............................
Coatings segment.................................................................
Irrigation segment................................................................
Other ....................................................................................
Total.............................................................................
INTERSEGMENT SALES:
Engineered Support Structures ........................................
Energy and Mining ..........................................................
Utility Support Structures................................................
Coatings...........................................................................
Irrigation ..........................................................................
Other ................................................................................
Total.............................................................................
107,824
83,110
131,703
322,637
541,295
90,256
631,551
289,481
575,204
—
2,619,398
36,013
8,105
769
45,604
7,231
—
97,722
103,068
96,442
138,349
337,859
578,996
95,581
674,577
302,385
612,201
7,247
2,705,722
23,003
4,652
1,239
46,912
6,430
4,562
86,798
146,432
116,056
181,495
443,983
714,427
110,589
825,016
333,853
846,326
10,108
3,269,256
74,963
295
2,451
55,418
6,609
6,377
146,113
NET SALES:
Engineered Support Structures segment..............................
Energy and Mining segment................................................
Utility Support Structures segment .....................................
Coatings segment.................................................................
Irrigation segment................................................................
Other ....................................................................................
764,512
314,532
630,782
243,877
567,973
—
Total............................................................................. $ 2,521,676
748,450
333,207
673,338
255,473
605,771
2,685
$ 2,618,924
735,007
443,688
822,565
278,435
839,717
3,731
$ 3,123,143
81
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(19) BUSINESS SEGMENTS (Continued)
OPERATING INCOME (LOSS):
2016
2015
2014
Engineered Support Structures.............................................................................. $
Energy and Mining................................................................................................
Utility Support Structures .....................................................................................
Coatings ................................................................................................................
Irrigation................................................................................................................
Other......................................................................................................................
Corporate...............................................................................................................
Total...................................................................................................................
Interest expense, net ..................................................................................................
Costs associated with refinancing of debt
Other..........................................................................................................................
Earnings before income taxes and equity in earnings of nonconsolidated
subsidiaries............................................................................................................ $
$
71,398
11,851
69,077
46,596
87,835
—
(43,253)
243,504
(41,304)
—
18,254
$
59,592
(18,762)
37,847
27,369
84,537
(9,802)
(49,086)
131,695
(41,325)
—
2,637
66,024
41,342
95,118
60,921
151,508
(1,535)
(55,662)
357,716
(30,744)
(38,705)
(4,084)
220,454
$
93,007
$ 284,183
TOTAL ASSETS:
Engineered Support Structures.............................................................................. $
Energy and Mining................................................................................................
Utility Support Structures .....................................................................................
Coatings ................................................................................................................
Irrigation................................................................................................................
Other......................................................................................................................
Corporate...............................................................................................................
610,366
364,658
410,448
274,666
313,982
—
417,611
Total................................................................................................................... $ 2,391,731
$ 611,201
396,366
422,021
270,793
310,967
2,267
378,767
$2,392,382
$ 640,132
500,407
470,720
301,707
360,883
4,930
443,176
$2,721,955
CAPITAL EXPENDITURES:
Engineered Support Structures.............................................................................. $
Energy and Mining................................................................................................
Utility Support Structures .....................................................................................
Coatings ................................................................................................................
Irrigation................................................................................................................
Other......................................................................................................................
Corporate...............................................................................................................
Total................................................................................................................... $
16,045
3,427
3,411
24,873
8,836
—
1,328
57,920
$
$
11,445
3,544
11,815
6,836
7,756
1,396
2,676
45,468
$
$
11,849
4,893
9,014
14,029
21,113
1,181
10,944
73,023
82
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(19) BUSINESS SEGMENTS (Continued)
2016
2015
2014
DEPRECIATION AND AMORTIZATION:
Engineered Support Structures........................................................................... $
Energy and Mining.............................................................................................
Utility Support Structures...................................................................................
Coatings..............................................................................................................
Irrigation.............................................................................................................
Other...................................................................................................................
Corporate ............................................................................................................
Total................................................................................................................ $
21,048
17,425
16,492
12,883
12,097
—
2,472
82,417
$
$
22,810
20,733
17,959
12,962
11,746
570
4,364
91,144
$
$
22,363
22,146
17,811
14,615
10,471
123
1,799
89,328
Summary by Geographical Area by Location of Valmont Facilities:
NET SALES:
United States ........................................................................................................ $ 1,535,321
315,470
Australia...............................................................................................................
99,719
Denmark...............................................................................................................
571,166
Other ....................................................................................................................
Total ................................................................................................................. $ 2,521,676
$ 1,586,702
347,975
98,628
585,619
$ 2,618,924
$ 1,808,427
439,530
146,432
728,754
$ 3,123,143
2016
2015
2014
LONG-LIVED ASSETS:
United States ........................................................................................................ $
Australia...............................................................................................................
Denmark...............................................................................................................
Other ....................................................................................................................
568,085
216,416
85,654
268,360
Total ................................................................................................................. $ 1,138,515
$
575,737
259,326
90,463
240,004
$ 1,165,530
$
609,005
316,382
111,161
292,466
$ 1,329,014
No single customer accounted for more than 10% of net sales in 2016, 2015, or 2014. 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 13% of the Company's net sales in 2016, no other foreign country accounted for
more than 5% of the Company’s net sales.
Operating income by business segment 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.
83
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION
The Company has three tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally,
fully and unconditionally (subject to certain customary release provisions, including sale of the subsidiary guarantor, or sale
of all or substantially all of its assets) 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. The Company is the issuer.
Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor
subsidiaries is as follows:
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 31, 2016
Parent
Net sales ............................................................... $1,126,985
Cost of sales .........................................................
837,616
Gross profit.......................................................
Selling, general and administrative expenses.......
Operating income .............................................
104,876
184,493
289,369
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............................................................
Earnings before equity in earnings of
nonconsolidated subsidiaries............................
Equity in earnings of nonconsolidated
subsidiaries .......................................................
Net earnings......................................................
Guarantors
$ 390,756
Non-
Guarantors
$1,195,812
285,924
104,832
46,244
58,588
(10)
112
77
179
932,609
263,203
182,002
81,201
(696)
2,720
16,697
18,721
Elimination
s
Total
$ (191,877) $2,521,676
1,865,433
(190,716)
(1,161)
—
(1,161)
656,243
412,739
243,504
(44,409)
3,105
18,254
(23,050)
—
—
—
—
(43,703)
273
1,480
(41,950)
62,926
58,767
99,922
(1,161)
220,454
24,539
6,216
30,755
20,270
—
20,270
21,262
(29,901)
(8,639)
(323)
—
(323)
65,748
(23,685)
42,063
32,171
38,497
108,561
(838)
178,391
141,061
173,232
66,128
104,625
— (207,189)
(208,027)
108,561
—
178,391
Less: Earnings attributable to noncontrolling
interests.................................................................
Net earnings attributable to Valmont Industries,
Inc......................................................................... $ 173,232
—
—
(5,159)
—
(5,159)
$ 104,625
$ 103,402
$ (208,027) $ 173,232
84
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 26, 2015
Parent
Net sales............................................................................. $1,169,674
Cost of sales.......................................................................
890,242
Gross profit....................................................................
Selling, general and administrative expenses....................
Impairment of goodwill and intangible assets...............
Operating income ..........................................................
279,432
194,335
85,097
—
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.........................................................................
Earnings before equity in earnings of nonconsolidated
subsidiaries ....................................................................
Equity in earnings of nonconsolidated subsidiaries ..........
Net earnings...................................................................
Less: Earnings attributable to noncontrolling interests .....
Total
Eliminations
$ (213,287) $ 2,618,924
1,997,891
(212,927)
(360)
—
Guarantors
$ 423,928
Non-
Guarantors
$1,238,609
332,847
91,081
45,549
—
45,532
—
103
60
163
987,729
250,880
207,484
41,970
1,426
(1,069)
3,184
4,951
7,066
(43,552)
9
(2,374)
(45,917)
—
(360)
—
—
—
—
39,180
45,695
8,492
(360)
93,007
863
10,042
10,905
28,275
11,842
40,117
—
23,261
(6,224)
17,037
28,658
(39,418)
(10,760)
—
18,446
1,040
19,486
(10,994)
(247)
(11,241)
(5,216)
(1)
—
(1)
(359)
27,576
27,217
—
621,033
447,368
41,970
131,695
(44,621)
3,296
2,637
(38,688)
42,569
4,858
47,427
45,580
(247)
45,333
(5,216)
40,117
Net earnings attributable to Valmont Industries, Inc..... $
40,117
$ (10,760) $ (16,457) $
27,217
$
85
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 27, 2014
Net sales ............................................................................ $1,392,509
Cost of sales ...................................................................... 1,040,808
351,701
Gross profit ...................................................................
Selling, general and administrative expenses ...................
Operating income ..........................................................
Other income (expense): ...................................................
Interest expense.............................................................
Interest income ..............................................................
Costs associated with refinancing of debt.....................
Other..............................................................................
Parent
196,987
154,714
(34,267)
38
(38,705)
2,021
(70,913)
Guarantors
$ 496,326
Non-
Guarantors
$1,456,053
371,639
1,124,813
124,687
49,171
75,516
331,240
204,243
126,997
(5)
359
—
(511)
(157)
(2,518)
5,649
—
(5,594)
(2,463)
Total
Eliminations
$ (221,745) $3,123,143
2,315,026
(222,234)
489
808,117
450,401
357,716
(36,790)
6,046
(38,705)
(4,084)
(73,533)
—
489
—
—
—
—
—
Earnings before income taxes and equity in earnings
of nonconsolidated subsidiaries ................................
Income tax expense (benefit): ...........................................
Current ..........................................................................
Deferred ........................................................................
Earnings before equity in earnings of nonconsolidated
subsidiaries....................................................................
Equity in earnings of nonconsolidated subsidiaries ..........
Net earnings ..................................................................
Less: Earnings attributable to noncontrolling interests.....
83,801
75,359
124,534
489
284,183
30,330
(1,474)
28,856
54,945
129,031
183,976
—
25,277
1,866
27,143
48,216
19,509
67,725
—
33,898
4,859
38,757
85,777
63
85,840
(5,342)
138
—
138
351
(148,574)
(148,223)
—
89,643
5,251
94,894
189,289
29
189,318
(5,342)
Net earnings attributable to Valmont Industries, Inc..... $ 183,976
$
67,725
$
80,498
$ (148,223) $ 183,976
86
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 31, 2016
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Net earnings ........................................................................ $ 173,232
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gains (losses) ..........................
—
Gain (loss) on hedging activity:
Unrealized gain on net investment hedge..................
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 (loss).........................................
Comprehensive income attributable to noncontrolling
interests .......................................................................
Comprehensive income (loss) attributable to Valmont
Industries, Inc. ................................................................ $
4,226
74
4,300
—
(83,252)
(78,952)
94,280
$ 104,625
$ 108,561
$ (208,027) $ 178,391
49
—
—
—
—
—
49
104,674
(58,364)
—
—
—
(24,141)
—
(82,505)
26,056
—
—
—
—
—
83,252
83,252
(124,775)
(58,315)
4,226
74
4,300
(24,141)
—
(78,156)
100,235
—
—
(6,144)
—
(6,144)
94,280
$ 104,674
$
19,912
$ (124,775) $
94,091
87
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 26, 2015
Net earnings ........................................................................ $
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gains (losses) ..........................
Gain (loss) on cash flow hedge:
Amortization cost included in interest expense .........
Realized (gain) loss included in net earnings ............
Unrealized gain on cash flow hedges ........................
Actuarial gain (loss) in defined benefit pension plan
liability........................................................................
Equity in other comprehensive income..........................
Other comprehensive income (loss) ...................................
Comprehensive income (loss).........................................
Comprehensive income attributable to noncontrolling
interests .......................................................................
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
40,117
$ (10,760) $ (11,241) $
27,217
$
45,333
—
—
(15,166)
(81,528)
(15,166)
(81,528)
74
(3,130)
2,855
(201)
—
—
—
—
—
—
—
—
—
—
(40,274)
—
—
—
—
—
—
—
(132,584)
(132,785)
(92,668)
—
(15,166)
(25,926)
—
(121,802)
(133,043)
132,584
132,584
159,801
(96,694)
(96,694)
74
(3,130)
2,855
(201)
(40,274)
—
(137,169)
(91,836)
—
—
(832)
—
(832)
Comprehensive income (loss) attributable to Valmont
Industries, Inc. ................................................................ $ (92,668) $ (25,926) $ (133,875) $ 159,801
$ (92,668)
88
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 27, 2014
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Net earnings ........................................................................ $ 183,976
Other comprehensive income (loss), net of tax:
$
67,725
$
85,840
$ (148,223) $ 189,318
Foreign currency translation adjustments:
Unrealized translation gains (losses) ..........................
Gain (loss) on cash flow hedge:
Amortization cost included in interest expense .........
Realized (gain) loss included in net earnings ............
Unrealized gain on cash flow hedges ........................
Actuarial gain (loss) in defined benefit pension plan
liability........................................................................
Equity in other comprehensive income..........................
Other comprehensive income (loss) ...................................
Comprehensive income ..................................................
Comprehensive income attributable to noncontrolling
interests .......................................................................
Comprehensive income attributable to Valmont
Industries, Inc. ................................................................ $
—
—
(51,536)
(30,739)
(51,536)
(30,739)
594
983
4,837
6,414
—
—
—
—
—
—
(93,162)
(86,748)
97,228
—
(51,536)
16,189
—
—
—
—
(13,709)
—
(44,448)
41,392
—
—
—
—
—
—
—
93,162
93,162
(55,061)
(82,275)
(82,275)
594
983
4,837
6,414
(13,709)
—
(89,570)
99,748
—
—
(2,520)
—
(2,520)
97,228
$
16,189
$
38,872
$ (55,061) $
97,228
89
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2016
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
Current assets:
ASSETS
Cash and cash equivalents ................................................................ $
Receivables, net ................................................................................
Inventories.........................................................................................
Prepaid expenses, restricted cash, and other assets...........................
Refundable 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 ............................................................................................
134,351
126,669
13,271
6,601
348,117
547,076
352,960
194,116
20,108
184
1,279,413
43,880
67,225
$
6,071
$
326,652
$
— $
399,948
60,522
45,457
880
—
112,930
153,596
76,776
76,820
110,561
35,953
901,758
244,469
182,056
43,146
—
796,323
405,064
157,665
247,399
190,441
108,241
—
(4,154)
—
—
439,342
350,028
57,297
6,601
(4,154)
1,253,216
—
—
—
—
—
1,105,736
587,401
518,335
321,110
144,378
—
1,089,369
(3,270,540)
—
110,812
—
154,692
Total assets................................................................................... $
1,885,818
$
1,238,022
$
2,542,585
$ (3,274,694) $
2,391,731
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt ............................................. $
Notes payable to banks .....................................................................
— $
—
— $
—
$
851
746
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 ....................................................................
Shareholders’ equity:
52,272
34,508
30,261
8,445
125,486
22,481
751,251
—
39,476
3,642
Common stock of $1 par value .........................................................
Additional paid-in capital .................................................................
Retained earnings..............................................................................
Accumulated other comprehensive income (loss) ............................
Treasury stock...................................................................................
27,900
—
1,874,722
(346,359)
(612,781)
15,732
7,243
15,242
—
109,484
30,653
44,411
—
38,217
186,145
13,322
3,544
209,470
4,843
11,263
—
—
—
—
5
457,950
159,414
646,749
648,683
(1,106,633)
1,107,536
(1,266,950)
603,338
(1,250,087)
1,874,722
(64,313)
(284,663)
348,976
—
—
—
Total Valmont Industries, Inc. shareholders’ equity.....................
943,482
1,199,800
2,074,894
(3,274,694)
Noncontrolling interest in consolidated subsidiaries .............................
—
—
39,104
—
Total shareholders’ equity.................................................................
943,482
1,199,800
2,113,998
(3,274,694)
Total liabilities and shareholders’ equity.......................................... $
1,885,818
$
1,238,022
$
2,542,585
$ (3,274,694) $
2,391,731
90
— $
—
—
—
—
—
—
—
—
—
—
—
851
746
177,488
72,404
89,914
8,445
349,848
35,803
754,795
209,470
44,319
14,910
27,900
—
(346,359)
(612,781)
943,482
39,104
982,586
Total assets................................................................................... $
1,866,376
$
1,137,748
$
2,383,435
$ (2,995,177) $
2,392,382
939,177
(2,992,184)
—
85,861
—
125,928
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED BALANCE SHEETS
December 26, 2015
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
62,281
$
4,008
$
282,785
$
— $
349,074
Current assets:
ASSETS
Cash and cash equivalents ................................................................ $
Receivables, net ................................................................................
Inventories.........................................................................................
Prepaid expenses, restricted cash, and other assets...........................
Refundable 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 ............................................................................................
130,741
132,222
9,900
24,526
359,670
541,536
334,471
207,065
20,108
238
1,239,228
40,067
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 ....................................................................
Shareholders’ equity: .............................................................................
Common stock of $1 par value .........................................................
Additional paid-in capital .................................................................
Retained earnings..............................................................................
Accumulated other comprehensive income ......................................
Treasury stock..............................................................................
215
$
—
66,723
32,272
31,073
8,571
138,854
9,686
751,765
—
43,485
4,145
27,900
—
1,729,679
(267,218)
(571,920)
66,387
38,379
766
—
109,540
132,864
69,956
62,908
110,562
40,959
813,779
—
—
—
—
—
457,950
159,414
541,917
269,315
173,064
35,471
—
760,635
406,656
144,140
262,516
206,246
129,000
25,983
5,153
179,323
4,932
36,145
— $
—
$
862
976
13,680
6,347
22,802
—
99,580
31,735
51,718
—
42,829
184,871
648,683
(1,106,633)
1,107,536
(1,266,950)
354,727
(896,644)
1,729,679
(64,362)
(210,688)
275,050
—
—
—
Total Valmont Industries, Inc. shareholders’ equity...............................
918,441
1,094,919
1,900,258
(2,995,177)
Noncontrolling interest in consolidated subsidiaries ........................
—
—
46,770
—
Total shareholders’ equity.................................................................
918,441
1,094,919
1,947,028
(2,995,177)
Total liabilities and shareholders’ equity.......................................... $
1,866,376
$
1,137,748
$
2,383,435
$ (2,995,177) $
2,392,382
91
—
(2,993)
—
—
466,443
340,672
46,137
24,526
(2,993)
1,226,852
—
—
—
—
—
1,081,056
548,567
532,489
336,916
170,197
—
— $
—
—
—
—
—
—
—
—
—
—
—
1,077
976
179,983
70,354
105,593
8,571
366,554
35,669
756,918
179,323
48,417
40,290
27,900
—
(267,218)
(571,920)
918,441
46,770
965,211
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year ended December 31, 2016
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
173,232
$
104,625
$
108,561
$
(208,027) $
178,391
Cash flows from operating activities:
Net earnings .......................................................................................... $
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization ..............................................................
Noncash loss on trading securities........................................................
Increase in restricted cash - pension plan trust .....................................
Impairment of property, plant and equipment.......................................
Stock-based compensation....................................................................
Change in fair value of contingent consideration .................................
Defined benefit pension plan expense (benefit)....................................
Contribution to defined benefit pension plan........................................
(Gain) loss on sale of property, plant and equipment ...........................
27,096
—
—
—
9,931
—
—
—
165
Equity in earnings in nonconsolidated subsidiaries ..............................
Deferred income taxes ..........................................................................
(141,061)
6,216
Changes in assets and liabilities (net of acquisitions):
Receivables ......................................................................................
Inventories........................................................................................
Prepaid expenses..............................................................................
Accounts payable .............................................................................
Accrued expenses.............................................................................
Other noncurrent liabilities ..............................................................
Income taxes payable (refundable) ..................................................
Net cash flows from operating activities ..............................................
Cash flows from investing activities:
Purchase of property, plant and equipment...........................................
Proceeds from sale of assets .................................................................
Other, net...............................................................................................
Net cash flows from investing activities..........................................
Cash flows from financing activities:
Net payments under short-term agreements .........................................
Principal payments on long-term borrowings.......................................
(3,610)
5,554
(1,250)
(14,452)
1,423
(2,333)
32,873
93,784
(9,031)
44
(633)
(9,620)
—
(215)
Dividends paid ......................................................................................
(34,053)
Purchase of noncontrolling interest ......................................................
Dividends to noncontrolling interest.....................................................
Proceeds from exercises under stock plans...........................................
Purchase of treasury shares...................................................................
Purchase of common treasury shares - stock plan exercises.................
Net cash flows from financing activities .........................................
Effect of exchange rate changes on cash and cash equivalents .......
Net change in cash and cash equivalents .........................................
Cash and cash equivalents—beginning of year ...............................
—
—
11,153
(53,800)
(2,305)
(79,220)
—
4,944
62,281
Cash and cash equivalents—end of period ...................................... $
67,225
$
92
13,316
—
—
—
—
—
—
—
103
(66,128)
—
5,865
(7,078)
(114)
2,052
(6,664)
5
(16,567)
29,415
(22,320)
102
(5,085)
(27,303)
—
—
—
—
—
—
—
—
—
(49)
2,063
4,008
6,071
42,005
586
(13,652)
1,099
—
(3,242)
1,870
(1,488)
363
—
(29,901)
22,367
(11,097)
2,502
12,504
(6,966)
(21,552)
(8,312)
95,647
(26,569)
4,980
5,785
(15,804)
(200)
(1,791)
—
(11,009)
(2,938)
—
—
—
(15,938)
(20,038)
43,867
282,785
—
—
—
—
—
—
—
—
—
207,189
—
—
1,160
—
—
—
—
—
322
—
—
(322)
(322)
—
—
—
—
—
—
—
—
—
—
—
—
$
326,652
$
— $
82,417
586
(13,652)
1,099
9,931
(3,242)
1,870
(1,488)
631
—
(23,685)
24,622
(11,461)
1,138
104
(12,207)
(23,880)
7,994
219,168
(57,920)
5,126
(255)
(53,049)
(200)
(2,006)
(34,053)
(11,009)
(2,938)
11,153
(53,800)
(2,305)
(95,158)
(20,087)
50,874
349,074
399,948
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year ended December 26, 2015
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
40,117
$
(10,760) $
(11,241) $
27,217
$
45,333
Cash flows from operating activities:
Net earnings .......................................................................................... $
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization ..............................................................
Noncash loss on trading securities........................................................
Impairment of property, plant and equipment.......................................
Impairment of goodwill & intangibles assets .......................................
Stock-based compensation....................................................................
Defined benefit pension plan expense (benefit)....................................
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 acquisitions):
Receivables ......................................................................................
Inventories........................................................................................
Prepaid expenses..............................................................................
Accounts payable .............................................................................
Accrued expenses.............................................................................
Other noncurrent liabilities ..............................................................
Income taxes payable (refundable) ..................................................
29,433
—
7,486
—
7,244
—
—
983
(11,842)
10,042
27,576
(4,364)
2,337
6,831
(16,485)
177
7,895
Net cash flows from operating activities ..............................................
107,430
Cash flows from investing activities:
Purchase of property, plant and equipment...........................................
Proceeds from sale of assets .................................................................
Acquisitions, net of cash acquired ........................................................
Other, net...............................................................................................
Net cash flows from investing activities..........................................
Cash flows from financing activities:
Net payments under short-term agreements .........................................
Proceeds from long-term borrowings ...................................................
Principal payments on long-term borrowings.......................................
Dividends paid ......................................................................................
Intercompany dividends........................................................................
Dividends to noncontrolling interest.....................................................
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.................
Net cash flows from financing activities .........................................
Effect of exchange rate changes on cash and cash equivalents .......
Net change in cash and cash equivalents .........................................
Cash and cash equivalents—beginning of year ...............................
(14,362)
3,996
—
72,866
62,500
—
68,000
(68,213)
(35,357)
26,115
—
13,075
1,699
(168,983)
(13,854)
(177,518)
—
(7,588)
69,869
Cash and cash equivalents—end of period ...................................... $
62,281
$
93
12,611
—
542
—
—
—
—
319
39,418
(6,224)
3,547
18,130
(172)
(1,970)
17,713
—
(306)
72,848
(7,718)
302
(12,778)
(50,447)
(70,641)
—
—
—
—
—
—
—
—
—
—
—
(356)
1,851
2,157
4,008
49,100
4,555
11,808
41,970
—
(610)
(16,500)
1,025
247
1,040
19,144
(12,698)
8,679
(11,666)
7,366
(1,941)
(482)
89,796
(23,388)
(1,049)
—
(13,400)
(37,837)
(12,853)
—
(885)
—
(26,115)
(2,634)
—
—
—
—
(42,487)
(26,240)
(16,768)
299,553
—
—
—
—
—
—
—
—
(27,576)
—
—
2,228
—
—
324
—
—
91,144
4,555
19,836
41,970
7,244
(610)
(16,500)
2,327
247
4,858
50,267
3,296
10,844
(6,805)
8,918
(1,764)
7,107
2,193
272,267
—
—
—
(2,193)
(2,193)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(45,468)
3,249
(12,778)
6,826
(48,171)
(12,853)
68,000
(69,098)
(35,357)
—
(2,634)
13,075
1,699
(168,983)
(13,854)
(220,005)
(26,596)
(22,505)
371,579
349,074
$
282,785
$
— $
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year ended December 27, 2014
Parent
Guarantors
Non-
Guarantors
Eliminations
Total
$
67,725
$
85,840
$
(148,223) $
189,318
Cash flows from operating activities:
Net earnings .................................................................................... $ 183,976
Adjustments to reconcile net earnings to net cash flows from
operations:
Depreciation and amortization ........................................................
Non-cash loss on trading securities.................................................
Non-cash debt refinancing costs .....................................................
Stock-based compensation
Defined benefit pension plan expense ............................................
Contribution to defined benefit pension plan..................................
Change in fair value of contingent consideration ...........................
(Gain) loss on sale of property, plant and equipment .....................
24,509
—
(2,478)
6,730
—
—
—
145
Equity in earnings in nonconsolidated subsidiaries ........................
Deferred income taxes ....................................................................
(129,031)
(1,474)
Changes in assets and liabilities (net of acquisitions):
Receivables ................................................................................
(19,136)
Inventories..................................................................................
Prepaid expenses........................................................................
Accounts payable .......................................................................
Accrued expenses.......................................................................
Other noncurrent liabilities ........................................................
Income taxes payable.................................................................
Net cash flows from operating activities ........................................
Cash flows from investing activities:
Purchase of property, plant and equipment.....................................
Acquisitions, net of cash acquired ..................................................
Proceeds from sale of assets ...........................................................
Other, net.........................................................................................
Net cash flows from investing activities....................................
Cash flows from financing activities:
5,094
(2,352)
(2,260)
(21,448)
622
(24,945)
17,952
(41,260)
—
43
34,735
(6,482)
Net payments under short-term agreements ...................................
—
Proceeds from long-term borrowings .............................................
652,540
Principal payments on long-term obligations .................................
(356,994)
Settlement of financial derivative ...................................................
4,981
Dividends paid ................................................................................
(32,443)
12,926
—
—
—
—
—
—
143
(19,509)
1,866
40,186
15,317
429
(5,212)
(9,590)
—
(19,417)
84,864
(2,823)
—
126
(73,799)
(76,496)
—
—
—
—
—
51,893
3,795
—
—
2,638
(18,173)
(4,300)
104
(63)
4,859
(20,143)
1,047
(11,671)
(26,849)
(3,740)
1,133
4,559
70,929
(28,940)
(185,710)
2,320
38,796
(173,534)
(4,472)
(329)
(864)
—
—
Intercompany dividends..................................................................
116,995
(36,600)
(80,395)
Intercompany interest on long-term note........................................
—
648
Intercompany capital contribution ..................................................
(143,000)
Dividends to noncontrolling interest...............................................
Debt issuance fees...........................................................................
Proceeds from exercises under stock plans.....................................
Excess tax benefits from stock option exercises.............................
—
(7,644)
14,572
4,264
Purchase of treasury shares.............................................................
(395,045)
Purchase of common treasury shares - stock plan exercises...........
(15,403)
—
—
—
—
—
—
—
(648)
143,000
(2,919)
—
—
—
—
—
Net cash flows from financing activities ...................................
(157,177)
(35,952)
Effect of exchange rate changes on cash and cash equivalents
—
Net change in cash and cash equivalents ...................................
(145,707)
Cash and cash equivalents—beginning of year .........................
215,576
(56)
(27,640)
29,797
53,373
(19,548)
(68,780)
368,333
Cash and cash equivalents—end of year ................................... $
69,869
$
2,157
$
299,553
$
— $
94
—
—
—
—
—
—
—
—
148,574
—
—
—
—
—
—
—
—
351
—
—
—
(351)
(351)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
89,328
3,795
(2,478)
6,730
2,638
(18,173)
(4,300)
392
(29)
5,251
907
21,458
(13,594)
(34,321)
(34,778)
1,755
(39,803)
174,096
(73,023)
(185,710)
2,489
(619)
(256,863)
(4,472)
652,211
(357,858)
4,981
(32,443)
—
—
—
(2,919)
(7,644)
14,572
4,264
(395,045)
(15,403)
(139,756)
(19,604)
(242,127)
613,706
371,579
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Three-year period ended December 31, 2016
(Dollars in thousands, except per share amounts)
(21) QUARTERLY FINANCIAL DATA (Unaudited)
Net Sales
Gross
Profit
Per Share
Stock Price
Dividends
Amount
Basic
Diluted
High
Low
Declared
Net Earnings
2016
First ................................ $
Second............................
Third...............................
Fourth (1) .......................
596,605
640,249
610,247
674,575
Year.................................... $ 2,521,676
2015
First ................................ $
Second (2) ......................
Third (3) .........................
Fourth (4) .......................
670,398
682,123
632,575
633,828
Year.................................... $ 2,618,924
$ 160,968
175,117
155,023
165,135
$ 656,243
$
32,969
42,026
28,173
70,064
$ 173,232
$ 165,454
169,548
156,751
129,280
$ 621,033
$
$
30,739
27,873
12,066
(30,561)
40,117
$
$
$
$
1.45
1.86
1.25
3.12
7.68
1.29
1.19
0.52
(1.34)
1.72
$
$
$
$
1.45
1.85
1.24
3.10
7.63
$ 125.69
145.94
139.62
156.05
$ 156.05
1.28
1.19
0.52
(1.34)
1.71
$ 130.26
128.26
121.23
117.94
$ 130.26
$ 96.50
117.10
125.60
120.65
$ 96.50
$ 117.56
118.09
97.44
93.99
$ 93.99
$
$
$
$
0.375
0.375
0.375
0.375
1.50
0.375
0.375
0.375
0.375
1.50
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)
(2)
(3)
(4)
The fourth quarter of 2016 included a deferred income tax benefit of $30,590 ($1.35 per share)
primarily attributable to the re-measurement of the deferred tax asset related to the Company's U.K. defined benefit
pension plan. In addition, fiscal 2016 included $9,888 ($0.44 per share) recorded as a valuation allowance against a
tax credit asset. Finally, the fourth quarter of 2016 included the reversal of a contingent liability that was
recognized as part of the Delta purchase accounting of $16,591 ($0.73 per share).
The second quarter of 2015 included costs associated with the restructuring plan (the "2015 Plan") that was
approved by the Board of Directors in April 2015 of $9,828 after tax ($0.42 per share).
The third quarter of 2015 included costs associated with the Plan of $6,310 after tax ($0.27 per share) and non-
cash impairments of goodwill and trade names of $13,370 after tax ($0.58 per share).
The fourth quarter of 2015 included costs associated with the Plan of $11,521 after tax ($0.50 per share) and
non-cash impairments of goodwill and intangibles of $7,130 and $19,640 after tax (combined $1.16 per
share) related to our APAC Coatings and Access Systems businesses, respectively. In addition, the Company
recorded a one time increase in its warranty reserve related to one large utility project of $11,135 after tax ($0.50 per
share) and an increase to the bad debt allowance for a large international irrigation receivable of $5,110 after tax
($0.21 per share). Lastly, U.K. corporate tax rates were collectively reduced from 20% to 18% which reduced the
value of our deferred tax assets associated with net operating loss carryforwards and certain timing differences
which increased the Company's tax expense by $7,120 ($0.31 per share).
95
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.
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 (2013) 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 31, 2016.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 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.
96
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 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013)
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 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) 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 31,
2016, of the Company and our report dated February 28, 2017 expressed an unqualified opinion on those financial statements
and financial statement schedule.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
February 28, 2017
97
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 31, 2016. 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.
98
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 Risk Assessment", “Human Resources Committee Report”, “Summary Compensation Table”, “Grants of
Plan-Based Awards for Fiscal Year 2016”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised”,
“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.
99
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 31, 2016......................................
Consolidated Statements of Comprehensive Income—Three-Year Period Ended December 31, 2016..............
Consolidated Balance Sheets—December 31, 2016 and December 26, 2015.....................................................
Consolidated Statements of Cash Flows—Three-Year Period Ended December 31, 2016 .................................
Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 31, 2016 .................
Notes to Consolidated Financial Statements—Three-Year Period Ended December 31, 2016...........................
44
45
46
47
48
49
50
The following financial statement schedule of the Company is included herein:
SCHEDULE II—Valuation and Qualifying Accounts .....................................................................................
101
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 103
100
Schedule II
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)
Balance at
beginning
of
period
Charged
to
profit and
loss
Currency
Translation
Adjustment
Deductions
from
reserves*
Balance at
close of
period
Fifty-three weeks ended December 31, 2016
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 26, 2015
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 27, 2014
Reserve deducted in balance sheet from the asset
to which it applies—
21,008
90,837
1,273
9,888
(734)
(18,129)
(2,556) $
(673)
18,991
81,923
9,922
104,487
12,420
1,267
(1,143)
(14,917)
(191) $
—
21,008
90,837
Allowance for doubtful receivables .......................... $
Allowance for deferred income tax asset valuation ..
10,369
107,767
1,780
958
(308)
(4,238)
(1,919) $
—
9,922
104,487
______________________________________________
*
The deductions from reserves are net of recoveries.
101
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 28th day of February, 2017.
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
Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
Date
2/28/2017
/s/ MOGENS C. BAY
Mogens C. Bay
/s/ MARK C. JAKSICH
Mark C. Jaksich
/s/ TIMOTHY P. FRANCIS
Timothy P. Francis
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
2/28/2017
Vice President and Controller (Principal Accounting
Officer)
2/28/2017
Walter Scott, Jr.*
Daniel P. Neary*
Catherine James Paglia*
Theo W. Freye*
Kenneth E. Stinson*
James B. Milliken*
K.R. den Daas*
Clark Randt*
______________________________________________
*
Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on
this 28th day of February, 2017. 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
102
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
(Commission file number 001-31429) for the quarter ended March 28, 2009 and is
incorporated herein by this reference.
Exhibit 3.2 — The Company's By-Laws, as amended. This document was filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and
is incorporated herein (Commission file number 001-31429) by reference.
Exhibit 4.1 — Credit Agreement, dated as of August 15, 2012, among the Company, Valmont
Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the other lenders party thereto. This
document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
(Commission file number 001-31429) dated August 15, 2012 and is incorporated
herein by reference.
Exhibit 4.2 — First Amendment dated as of October 17, 2014 to Credit Agreement, dated as of
August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont
Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative
Agent, and the other lenders party thereto. This document was filed as exhibit 4.2 to
the Company's Current Report on Form 8-K (Commission file number 001-31429)
dated October 17, 2014 and is incorporated herein by this reference.
Exhibit 4.3 — Second Amendment dated as of February 23, 2016 to Credit Agreement, dated as of
August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont
Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative
Agent, and the other lenders party thereto. This document was filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K (Commission file number 001-31429)
dated February 23, 2016 and is incorporated herein by reference.
Exhibit 4.4 — Indenture relating to senior debt, dated as of April 12, 2010, among Valmont
Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank,
National Association., as Trustee. This document was filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K (Commission file number 001-31429) dated
April 12, 2010 and is incorporated herein by this reference.
Exhibit 4.5 — First Supplemental Indenture, dated as of April 12, 2010, to indenture relating to
senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as
Trustee. This document was filed as Exhibit 4.2 to the Company’s Current Report on
Form 8-K (Commission file number 001-31429) dated April 12, 2010 and is
incorporated herein by this reference.
Exhibit 4.6 — Second Supplemental Indenture, dated as of September 22, 2014, to Indenture
relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as
Trustee. This document was filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K (Commission file number 001-31429) dated September 22, 2014 and is
incorporated herein by this reference.
Exhibit 4.7 — Third Supplemental Indenture, dated as of September 22, 2014, to Indenture relating
to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as
Trustee. This document was filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K (Commission file number 001-31429) dated September 22, 2014 and is
incorporated herein by this reference.
103
Exhibit 10.1 — The Company’s 1996 Stock Plan. This document was filed as Exhibit 10.1 to the
Company’s Annual Report on Form 10-K (Commission file number 001-31429) for
the year ended December 26, 2009 and is incorporated herein by this reference.
Exhibit 10.2 — The Company’s 1999 Stock Plan, as amended. This document was filed as
Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission file
number 001-31429) for the year ended December 26, 2009 and is incorporated herein
by this reference.
Exhibit 10.3 — The Company’s 2002 Stock Plan. This document was filed as Exhibit 10.3 to the
Company's Annual Report on Form 10-K (Commission file number 001-31429) for
the year ended December 31, 2011 and is incorporated herein by reference.
Exhibit 10.4 — Amendment No. 1 to Valmont 2002 Stock Plan. This document was filed as
Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission file
number 001-31429) for the year ended December 26, 2009 and is incorporated herein
by this reference.
Exhibit 10.5 — The Company’s 2008 Stock Plan. This document was filed as Exhibit 10.5 to the
Company's Annual Report on Form 10-K (Commission file number 001-31429) for
the fiscal year ended December 28, 2013 and is incorporated herein by this reference.
Exhibit 10.6 — The Company's 2013 Stock Plan. This document was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K (Commission file number 001-31429) dated
April 30, 2013 and is incorporated herein by reference.
Exhibit 10.7
2013 Stock Plan Amendment, dated December 17, 2015. This document was filed as
Exhibit 10.7 to the Company’s Annual Report on Form 10-K (Commission file
number 001-31429) for the year ended December 26, 2015 and is incorporated herein
by this reference.
Exhibit 10.8* — Form of Stock Option Agreement.
Exhibit 10.9 — Form of Restricted Stock Agreement. This document was filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K (Commission file number 001-31429) dated
April 30, 2013 and is incorporated herein by reference.
Exhibit 10.10 — Form of Restricted Stock Unit Agreement (Director). This document was filed as
Exhibit 10.5 to the Company’s Current Report on Form 8-K (Commission file
number 001-31429) dated April 30, 2013 and is incorporated herein by reference.
Exhibit 10.11* — Form of Restricted Stock Unit Agreement (Domestic).
Exhibit 10.12 — Form of Restricted Stock Unit Agreement (International). This document was filed as
Exhibit 10.12 to the Company’s Annual Report on Form 10-K (Commission file
number 001-31429) for the year ended December 26, 2015 and is incorporated herein
by this reference.
Exhibit 10.13 — Form of Director Stock Option Agreement. This document was filed as Exhibit 10.9
to the Company's Annual Report on form 10-K (Commission file number 001-31429)
for the year ended December 29, 2012 and is incorporated herein by reference.
Exhibit 10.14 — The 2013 Valmont Executive Incentive Plan. This document was filed as Exhibit 10.2
to the Company’s Current Report on Form 8-K (Commission file number 001-31429)
dated April 30, 2013 and is incorporated herein by reference.
104
Exhibit 10.15 — Director and Named Executive Officers Compensation, is incorporated by reference
to the sections entitled “Compensation Discussion and Analysis”, “Compensation
Committee Report”, “Summary Compensation Table”, “Grants of Plan-Based Awards
for Fiscal Year 2016”, “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 25, 2017.
Exhibit 10.16 — The Amended Unfunded Deferred Compensation Plan for Nonemployee Directors.
This document was filed as Exhibit 10.15 to the Company's Annual Report on Form
10-K (Commission file number 001-31429) for the fiscal year ended December 28,
2013 and is incorporated herein by this reference.
Exhibit 10.17 — VERSP Deferred Compensation Plan. This document was filed as Exhibit 10.16 to
the Company's Annual Report on Form 10-K (Commission file number 001-31429)
for the fiscal year ended December 28, 2013 and is incorporated herein by this
reference.
Exhibit 21* — Subsidiaries of the Company.
Exhibit 23* — Consent of Deloitte & Touche LLP.
Exhibit 24* — Power of Attorney.
Exhibit 31.1* — Section 302 Certification of Chief Executive Officer.
Exhibit 31.2* — Section 302 Certification of Chief Financial Officer.
Exhibit 32.1* — Section 906 Certifications.
Exhibit 101 — The following financial information from the Company’s Annual Report on Form 10-
K for the year ended December 31, 2016, 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.
105
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Mogens C. Bay, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K for the year ended December 31, 2016 of Valmont Industries, Inc.;
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;
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;
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)
b)
c)
d)
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;
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;
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
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)
b)
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
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ MOGENS C. BAY
Mogens C. Bay
Chairman and Chief Executive Officer
Date: February 28, 2017
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Mark C. Jaksich, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K for the year ended December 31, 2016 of Valmont Industries, Inc.;
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;
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;
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)
b)
c)
d)
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;
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;
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
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)
b)
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
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ MARK C. JAKSICH
Mark C. Jaksich
Executive Vice President and Chief Financial Officer
Date: February 28, 2017
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
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 31, 2016 (the “Report”).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Act of 2002, to his knowledge that:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
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 28th day of February, 2017.
/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
Act of 2002
The undersigned, Mark C. Jaksich, Executive 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 31, 2016 (the “Report”).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Act of 2002, to his knowledge that:
3.
4.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
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 28th day of February, 2017.
/s/ MARK C. JAKSICH
Mark C. Jaksich
Executive Vice President and Chief Financial Officer
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