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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended
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Sep. 26, 2015
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION The Company has three tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company’s current and future direct and indirect domestic and foreign subsidiaries (collectively the “Guarantors”), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the “Non-Guarantors”). All Guarantors are 100% owned by the parent company. In the fourth quarter of 2014, a subsidiary of the Company was removed as a guarantor of our revolving credit facility, and consequently was removed as a guarantor of the notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure. Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 249,121 |  |  | $ | 114,766 |  |  | $ | 321,726 |  |  | $ | (53,038 | ) |  | $ | 632,575 |
Cost of sales | 191,143 |  |  | 82,848 |  |  | 255,424 |  |  | (53,591 | ) |  | 475,824 |
Gross profit | 57,978 |  |  | 31,918 |  |  | 66,302 |  |  | 553 |  |  | 156,751 |
Selling, general and administrative expenses | 44,432 |  |  | 11,154 |  |  | 48,953 |  |  | — |  |  | 104,539 |
Impairment of goodwill and intangible assets | — |  |  | — |  |  | 15,200 |  |  | — |  |  | 15,200 |
Operating income | 13,546 |  |  | 20,764 |  |  | 2,149 |  |  | 553 |  |  | 37,012 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (10,822 | ) |  | — |  |  | (298 | ) |  | — |  |  | (11,120 | )
Interest income | (9 | ) |  | 2 |  |  | 912 |  |  | — |  |  | 905 |
Other | (2,123 | ) |  | 31 |  |  | 862 |  |  | — |  |  | (1,230 | )
| (12,954 | ) |  | 33 |  |  | 1,476 |  |  | — |  |  | (11,445 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 592 |  |  | 20,797 |  |  | 3,625 |  |  | 553 |  |  | 25,567 |
Income tax expense (benefit): |  |  |  |  |  |  |  |  |
Current | (9,059 | ) |  | 8,423 |  |  | 7,226 |  |  | 156 |  |  | 6,746 |
Deferred | 7,909 |  |  | (478 | ) |  | (2,159 | ) |  | — |  |  | 5,272 |
| (1,150 | ) |  | 7,945 |  |  | 5,067 |  |  | 156 |  |  | 12,018 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 1,742 |  |  | 12,852 |  |  | (1,442 | ) |  | 397 |  |  | 13,549 |
Equity in earnings of nonconsolidated subsidiaries | 10,324 |  |  | 1,254 |  |  | — |  |  | (11,578 | ) |  | — |
Net earnings | 12,066 |  |  | 14,106 |  |  | (1,442 | ) |  | (11,181 | ) |  | 13,549 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (1,483 | ) |  | — |  |  | (1,483 | )
Net earnings attributable to Valmont Industries, Inc | $ | 12,066 |  |  | $ | 14,106 |  |  | $ | (2,925 | ) |  | $ | (11,181 | ) |  | $ | 12,066 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 889,408 |  |  | $ | 312,804 |  |  | $ | 946,517 |  |  | $ | (163,633 | ) |  | $ | 1,985,096 |
Cost of sales | 673,789 |  |  | 235,893 |  |  | 747,075 |  |  | (163,414 | ) |  | 1,493,343 |
Gross profit | 215,619 |  |  | 76,911 |  |  | 199,442 |  |  | (219 | ) |  | 491,753 |
Selling, general and administrative expenses | 143,387 |  |  | 33,542 |  |  | 150,929 |  |  | — |  |  | 327,858 |
Impairment of goodwill and intangible assets | — |  |  | — |  |  | 15,200 |  |  | — |  |  | 15,200 |
Operating income | 72,232 |  |  | 43,369 |  |  | 33,313 |  |  | (219 | ) |  | 148,695 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (32,548 | ) |  | — |  |  | (932 | ) |  | — |  |  | (33,480 | )
Interest income | 4 |  |  | 6 |  |  | 2,385 |  |  | — |  |  | 2,395 |
Other | (3,020 | ) |  | 31 |  |  | 2,747 |  |  | — |  |  | (242 | )
| (35,564 | ) |  | 37 |  |  | 4,200 |  |  | — |  |  | (31,327 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 36,668 |  |  | 43,406 |  |  | 37,513 |  |  | (219 | ) |  | 117,368 |
Income tax expense (benefit): |  |  |  |  |  |  |  |  |
Current | (122 | ) |  | 18,273 |  |  | 19,570 |  |  | (65 | ) |  | 37,656 |
Deferred | 11,728 |  |  | (1,062 | ) |  | (5,449 | ) |  | — |  |  | 5,217 |
| 11,606 |  |  | 17,211 |  |  | 14,121 |  |  | (65 | ) |  | 42,873 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 25,062 |  |  | 26,195 |  |  | 23,392 |  |  | (154 | ) |  | 74,495 |
Equity in earnings of nonconsolidated subsidiaries | 45,616 |  |  | 6,435 |  |  | — |  |  | (52,051 | ) |  | — |
Net earnings | 70,678 |  |  | 32,630 |  |  | 23,392 |  |  | (52,205 | ) |  | 74,495 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (3,817 | ) |  | — |  |  | (3,817 | )
Net earnings attributable to Valmont Industries, Inc | $ | 70,678 |  |  | $ | 32,630 |  |  | $ | 19,575 |  |  | $ | (52,205 | ) |  | $ | 70,678 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 313,775 |  |  | $ | 120,016 |  |  | $ | 384,564 |  |  | $ | (52,687 | ) |  | $ | 765,668 |
Cost of sales | 234,085 |  |  | 92,091 |  |  | 292,722 |  |  | (52,730 | ) |  | 566,168 |
Gross profit | 79,690 |  |  | 27,925 |  |  | 91,842 |  |  | 43 |  |  | 199,500 |
Selling, general and administrative expenses | 48,560 |  |  | 12,145 |  |  | 50,992 |  |  | — |  |  | 111,697 |
Operating income | 31,130 |  |  | 15,780 |  |  | 40,850 |  |  | 43 |  |  | 87,803 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (8,061 | ) |  | — |  |  | (655 | ) |  | — |  |  | (8,716 | )
Interest income | 2 |  |  | 60 |  |  | 1,415 |  |  | — |  |  | 1,477 |
Costs associated with refinancing of debt | (38,705 | ) |  | — |  |  | — |  |  | — |  |  | (38,705 | )
Other | (196 | ) |  | (149 | ) |  | (1,999 | ) |  | — |  |  | (2,344 | )
| (46,960 | ) |  | (89 | ) |  | (1,239 | ) |  | — |  |  | (48,288 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | (15,830 | ) |  | 15,691 |  |  | 39,611 |  |  | 43 |  |  | 39,515 |
Income tax expense (benefit): |  |  |  |  |  |  |  |  |
Current | 9,296 |  |  | 6,206 |  |  | 7,791 |  |  | (3 | ) |  | 23,290 |
Deferred | (12,430 | ) |  | (342 | ) |  | 3,708 |  |  | — |  |  | (9,064 | )
| (3,134 | ) |  | 5,864 |  |  | 11,499 |  |  | (3 | ) |  | 14,226 |
Earnings before equity in earnings of nonconsolidated subsidiaries | (12,696 | ) |  | 9,827 |  |  | 28,112 |  |  | 46 |  |  | 25,289 |
Equity in earnings of nonconsolidated subsidiaries | 36,255 |  |  | 8,446 |  |  | — |  |  | (44,705 | ) |  | (4 | )
Net earnings | 23,559 |  |  | 18,273 |  |  | 28,112 |  |  | (44,659 | ) |  | 25,285 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (1,726 | ) |  | — |  |  | (1,726 | )
Net earnings attributable to Valmont Industries, Inc | $ | 23,559 |  |  | $ | 18,273 |  |  | $ | 26,386 |  |  | $ | (44,659 | ) |  | $ | 23,559 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 1,069,059 |  |  | $ | 380,327 |  |  | $ | 1,072,560 |  |  | $ | (161,939 | ) |  | $ | 2,360,007 |
Cost of sales | 785,898 |  |  | 283,443 |  |  | 826,120 |  |  | (162,413 | ) |  | 1,733,048 |
Gross profit | 283,161 |  |  | 96,884 |  |  | 246,440 |  |  | 474 |  |  | 626,959 |
Selling, general and administrative expenses | 146,514 |  |  | 37,806 |  |  | 151,212 |  |  | — |  |  | 335,532 |
Operating income | 136,647 |  |  | 59,078 |  |  | 95,228 |  |  | 474 |  |  | 291,427 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (23,427 | ) |  | — |  |  | (1,790 | ) |  | — |  |  | (25,217 | )
Interest income | 28 |  |  | 356 |  |  | 4,409 |  |  | — |  |  | 4,793 |
Costs associated with refinancing of debt | (38,705 | ) |  | — |  |  | — |  |  | — |  |  | (38,705 | )
Other | 1,625 |  |  | (501 | ) |  | (7,377 | ) |  | — |  |  | (6,253 | )
| (60,479 | ) |  | (145 | ) |  | (4,758 | ) |  | — |  |  | (65,382 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 76,168 |  |  | 58,933 |  |  | 90,470 |  |  | 474 |  |  | 226,045 |
Income tax expense (benefit): |  |  |  |  |  |  |  |  |
Current | 38,489 |  |  | 19,718 |  |  | 24,009 |  |  | 129 |  |  | 82,345 |
Deferred | (6,601 | ) |  | 1,325 |  |  | 1,242 |  |  | — |  |  | (4,034 | )
| 31,888 |  |  | 21,043 |  |  | 25,251 |  |  | 129 |  |  | 78,311 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 44,280 |  |  | 37,890 |  |  | 65,219 |  |  | 345 |  |  | 147,734 |
Equity in earnings of nonconsolidated subsidiaries | 99,235 |  |  | 17,469 |  |  | — |  |  | (116,738 | ) |  | (34 | )
Net earnings | 143,515 |  |  | 55,359 |  |  | 65,219 |  |  | (116,393 | ) |  | 147,700 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (4,185 | ) |  | — |  |  | (4,185 | )
Net earnings attributable to Valmont Industries, Inc | $ | 143,515 |  |  | $ | 55,359 |  |  | $ | 61,034 |  |  | $ | (116,393 | ) |  | $ | 143,515 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 12,066 |  |  | $ | 14,106 |  |  | $ | (1,442 | ) |  | $ | (11,181 | ) |  | $ | 13,549 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (6,168 | ) |  | (47,350 | ) |  | — |  |  | (53,518 | )
Unrealized loss on cash flow hedge: |  |  |  |  |  |  |  |  |
Amortization cost included in interest expense | 18 |  |  | — |  |  | — |  |  | — |  |  | 18 |
Realized (gain) loss included in net earnings during the period | — |  |  | — |  |  | (439 | ) |  | — |  |  | (439 | )
Gain on cash flow hedges | (33 | ) |  | — |  |  | 143 |  |  | — |  |  | 110 |
Equity in other comprehensive income | (51,484 | ) |  | — |  |  | — |  |  | 51,484 |  |  | — |
Other comprehensive income (loss) | (51,499 | ) |  | (6,168 | ) |  | (47,646 | ) |  | 51,484 |  |  | (53,829 | )
Comprehensive income (loss) | (39,433 | ) |  | 7,938 |  |  | (49,088 | ) |  | 40,303 |  |  | (40,280 | )
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 847 |  |  | — |  |  | 847 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | (39,433 | ) |  | $ | 7,938 |  |  | $ | (48,241 | ) |  | $ | 40,303 |  |  | $ | (39,433 | )
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 70,678 |  |  | $ | 32,630 |  |  | $ | 23,392 |  |  | $ | (52,205 | ) |  | $ | 74,495 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (14,980 | ) |  | (78,388 | ) |  | — |  |  | (93,368 | )
Unrealized loss on cash flow hedge: |  |  |  |  |  |  |  |  |
Amortization cost included in interest expense | 55 |  |  | — |  |  | — |  |  | — |  |  | 55 |
Realized loss included in net earnings during the period | — |  |  | — |  |  | (439 | ) |  | — |  |  | (439 | )
Gain on cash flow hedges | (242 | ) |  | — |  |  | 1,397 |  |  | — |  |  | 1,155 |
Equity in other comprehensive income | (88,387 | ) |  | — |  |  | — |  |  | 88,387 |  |  | — |
Other comprehensive income (loss) | (88,574 | ) |  | (14,980 | ) |  | (77,430 | ) |  | 88,387 |  |  | (92,597 | )
Comprehensive income (loss) | (17,896 | ) |  | 17,650 |  |  | (54,038 | ) |  | 36,182 |  |  | (18,102 | )
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 206 |  |  | — |  |  | 206 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | (17,896 | ) |  | $ | 17,650 |  |  | $ | (53,832 | ) |  | $ | 36,182 |  |  | $ | (17,896 | )
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 23,559 |  |  | $ | 18,273 |  |  | $ | 28,112 |  |  | $ | (44,659 | ) |  | $ | 25,285 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (53,168 | ) |  | (5,833 | ) |  | — |  |  | (59,001 | )
Unrealized loss on cash flow hedge: |  |  |  |  |  |  |  |  |
Amortization cost included in interest expense | 100 |  |  | — |  |  | 283 |  |  | — |  |  | 383 |
Realized loss included in net earnings during the period | 983 |  |  | — |  |  | — |  |  | — |  |  | 983 |
Gain on cash flow hedges | 4,837 |  |  | — |  |  | — |  |  | — |  |  | 4,837 |
Actuarial gain (loss) in defined benefit pension plan liability | — |  |  | — |  |  | 1,116 |  |  | — |  |  | 1,116 |
Equity in other comprehensive income | (55,787 | ) |  | — |  |  | — |  |  | 55,787 |  |  | — |
Other comprehensive income (loss) | (49,867 | ) |  | (53,168 | ) |  | (4,434 | ) |  | 55,787 |  |  | (51,682 | )
Comprehensive income (loss) | (26,308 | ) |  | (34,895 | ) |  | 23,678 |  |  | 11,128 |  |  | (26,397 | )
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 89 |  |  | — |  |  | 89 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | (26,308 | ) |  | $ | (34,895 | ) |  | $ | 23,767 |  |  | $ | 11,128 |  |  | $ | (26,308 | )
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 143,515 |  |  | $ | 55,359 |  |  | $ | 65,219 |  |  | $ | (116,393 | ) |  | $ | 147,700 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (52,105 | ) |  | 18,610 |  |  | — |  |  | (33,495 | )
Unrealized loss on cash flow hedge: |  |  |  |  |  |  |  |  |
Amortization cost included in interest expense | 300 |  |  | — |  |  | 150 |  |  | — |  |  | 450 |
Realized loss included in net earnings during the period | 983 |  |  | — |  |  | — |  |  | — |  |  | 983 |
Gain on cash flow hedges | 4,837 |  |  | — |  |  | — |  |  | — |  |  | 4,837 |
Actuarial gain (loss) in defined benefit pension plan liability | — |  |  | — |  |  | 269 |  |  | — |  |  | 269 |
Equity in other comprehensive income | (30,506 | ) |  | — |  |  | — |  |  | 30,506 |  |  | — |
Other comprehensive income (loss) | (24,386 | ) |  | (52,105 | ) |  | 19,029 |  |  | 30,506 |  |  | (26,956 | )
Comprehensive income | 119,129 |  |  | 3,254 |  |  | 84,248 |  |  | (85,887 | ) |  | 120,744 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | (1,615 | ) |  | — |  |  | (1,615 | )
Comprehensive income attributable to Valmont Industries, Inc. | $ | 119,129 |  |  | $ | 3,254 |  |  | $ | 82,633 |  |  | $ | (85,887 | ) |  | $ | 119,129 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 21,227 |  |  | $ | 1,641 |  |  | $ | 289,983 |  |  | $ | — |  |  | $ | 312,851 |
Receivables, net | 137,255 |  |  | 68,885 |  |  | 295,263 |  |  | — |  |  | 501,403 |
Inventories | 144,751 |  |  | 46,820 |  |  | 179,894 |  |  | (3,175 | ) |  | 368,290 |
Prepaid expenses | 11,397 |  |  | 612 |  |  | 40,199 |  |  | — |  |  | 52,208 |
Refundable and deferred income taxes | 30,001 |  |  | 6,262 |  |  | 8,473 |  |  | — |  |  | 44,736 |
Total current assets | 344,631 |  |  | 124,220 |  |  | 813,812 |  |  | (3,175 | ) |  | 1,279,488 |
Property, plant and equipment, at cost | 544,933 |  |  | 127,761 |  |  | 410,517 |  |  | — |  |  | 1,083,211 |
Less accumulated depreciation and amortization | 330,102 |  |  | 69,069 |  |  | 140,805 |  |  | — |  |  | 539,976 |
Net property, plant and equipment | 214,831 |  |  | 58,692 |  |  | 269,712 |  |  | — |  |  | 543,235 |
Goodwill | 20,108 |  |  | 107,542 |  |  | 235,033 |  |  | — |  |  | 362,683 |
Other intangible assets | 252 |  |  | 40,031 |  |  | 134,874 |  |  | — |  |  | 175,157 |
Investment in subsidiaries and intercompany accounts | 1,356,897 |  |  | 848,126 |  |  | 921,673 |  |  | (3,126,696 | ) |  | — |
Other assets | 47,404 |  |  | 16 |  |  | 81,718 |  |  | — |  |  | 129,138 |
Total assets | $ | 1,984,123 |  |  | $ | 1,178,627 |  |  | $ | 2,456,822 |  |  | $ | (3,129,871 | ) |  | $ | 2,489,701 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current installments of long-term debt | $ | 215 |  |  | $ | — |  |  | $ | 884 |  |  | $ | — |  |  | $ | 1,099 |
Notes payable to banks | — |  |  | — |  |  | 1,496 |  |  | — |  |  | 1,496 |
Accounts payable | 64,931 |  |  | 14,213 |  |  | 107,437 |  |  | — |  |  | 186,581 |
Accrued employee compensation and benefits | 30,576 |  |  | 5,151 |  |  | 34,522 |  |  | — |  |  | 70,249 |
Accrued expenses | 44,031 |  |  | 6,145 |  |  | 54,603 |  |  | — |  |  | 104,779 |
Dividends payable | 8,649 |  |  | — |  |  | — |  |  | — |  |  | 8,649 |
Total current liabilities | 148,402 |  |  | 25,509 |  |  | 198,942 |  |  | — |  |  | 372,853 |
Deferred income taxes | 8,220 |  |  | 27,994 |  |  | 29,986 |  |  | — |  |  | 66,200 |
Long-term debt, excluding current installments | 759,033 |  |  | — |  |  | 5,790 |  |  | — |  |  | 764,823 |
Defined benefit pension liability | — |  |  | — |  |  | 129,600 |  |  | — |  |  | 129,600 |
Deferred compensation | 43,485 |  |  | — |  |  | 5,152 |  |  | — |  |  | 48,637 |
Other noncurrent liabilities | 5,249 |  |  | — |  |  | 36,562 |  |  | — |  |  | 41,811 |
Shareholders’ equity: |  |  |  |  |  |  |  |  |
Common stock of $1 par value | 27,900 |  |  | 457,950 |  |  | 648,682 |  |  | (1,106,632 | ) |  | 27,900 |
Additional paid-in capital | — |  |  | 159,414 |  |  | 1,107,536 |  |  | (1,266,950 | ) |  | — |
Retained earnings | 1,767,621 |  |  | 571,936 |  |  | 416,341 |  |  | (988,277 | ) |  | 1,767,621 |
Accumulated other comprehensive income (loss) | (223,007 | ) |  | (64,176 | ) |  | (167,812 | ) |  | 231,988 |  |  | (223,007 | )
Treasury stock | (552,780 | ) |  | — |  |  | — |  |  | — |  |  | (552,780 | )
Total Valmont Industries, Inc. shareholders’ equity | 1,019,734 |  |  | 1,125,124 |  |  | 2,004,747 |  |  | (3,129,871 | ) |  | 1,019,734 |
Noncontrolling interest in consolidated subsidiaries | — |  |  | — |  |  | 46,043 |  |  | — |  |  | 46,043 |
Total shareholders’ equity | 1,019,734 |  |  | 1,125,124 |  |  | 2,050,790 |  |  | (3,129,871 | ) |  | 1,065,777 |
Total liabilities and shareholders’ equity | $ | 1,984,123 |  |  | $ | 1,178,627 |  |  | $ | 2,456,822 |  |  | $ | (3,129,871 | ) |  | $ | 2,489,701 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 69,869 |  |  | $ | 2,157 |  |  | $ | 299,553 |  |  | $ | — |  |  | $ | 371,579 |
Receivables, net | 158,316 |  |  | 68,414 |  |  | 310,188 |  |  | — |  |  | 536,918 |
Inventories | 127,859 |  |  | 54,914 |  |  | 177,512 |  |  | (763 | ) |  | 359,522 |
Prepaid expenses | 7,087 |  |  | 502 |  |  | 49,323 |  |  | — |  |  | 56,912 |
Refundable and deferred income taxes | 53,307 |  |  | 6,194 |  |  | 8,509 |  |  | — |  |  | 68,010 |
Total current assets | 416,438 |  |  | 132,181 |  |  | 845,085 |  |  | (763 | ) |  | 1,392,941 |
Property, plant and equipment, at cost | 556,658 |  |  | 124,182 |  |  | 458,729 |  |  | — |  |  | 1,139,569 |
Less accumulated depreciation and amortization | 319,899 |  |  | 65,493 |  |  | 147,724 |  |  | — |  |  | 533,116 |
Net property, plant and equipment | 236,759 |  |  | 58,689 |  |  | 311,005 |  |  | — |  |  | 606,453 |
Goodwill | 20,108 |  |  | 107,542 |  |  | 257,461 |  |  | — |  |  | 385,111 |
Other intangible assets | 292 |  |  | 43,644 |  |  | 158,068 |  |  | — |  |  | 202,004 |
Investment in subsidiaries and intercompany accounts | 1,446,989 |  |  | 825,236 |  |  | 887,055 |  |  | (3,159,280 | ) |  | — |
Other assets | 46,587 |  |  | — |  |  | 96,572 |  |  | — |  |  | 143,159 |
Total assets | $ | 2,167,173 |  |  | $ | 1,167,292 |  |  | $ | 2,555,246 |  |  | $ | (3,160,043 | ) |  | $ | 2,729,668 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current installments of long-term debt | $ | 213 |  |  | $ | — |  |  | $ | 968 |  |  | $ | — |  |  | $ | 1,181 |
Notes payable to banks | — |  |  | — |  |  | 13,952 |  |  | — |  |  | 13,952 |
Accounts payable | 59,893 |  |  | 15,151 |  |  | 121,521 |  |  | — |  |  | 196,565 |
Accrued employee compensation and benefits | 48,169 |  |  | 5,385 |  |  | 34,396 |  |  | — |  |  | 87,950 |
Accrued expenses | 32,616 |  |  | 6,052 |  |  | 49,812 |  |  | — |  |  | 88,480 |
Dividends payable | 9,086 |  |  | — |  |  | — |  |  | — |  |  | 9,086 |
Total current liabilities | 149,977 |  |  | 26,588 |  |  | 220,649 |  |  | — |  |  | 397,214 |
Deferred income taxes | 5,584 |  |  | 28,988 |  |  | 37,225 |  |  | — |  |  | 71,797 |
Long-term debt, excluding current installments | 759,895 |  |  | — |  |  | 6,759 |  |  | — |  |  | 766,654 |
Defined benefit pension liability | — |  |  | — |  |  | 150,124 |  |  | — |  |  | 150,124 |
Deferred compensation | 41,803 |  |  | — |  |  | 6,129 |  |  | — |  |  | 47,932 |
Other noncurrent liabilities | 8,081 |  |  | — |  |  | 37,461 |  |  | — |  |  | 45,542 |
Shareholders’ equity: |  |  |  |  |  |  |  |  |  |
Common stock of $1 par value | 27,900 |  |  | 457,950 |  |  | 648,682 |  |  | (1,106,632 | ) |  | 27,900 |
Additional paid-in capital | — |  |  | 150,286 |  |  | 1,098,408 |  |  | (1,248,694 | ) |  | — |
Retained earnings | 1,718,662 |  |  | 552,676 |  |  | 397,302 |  |  | (949,978 | ) |  | 1,718,662 |
Accumulated other comprehensive income | (134,433 | ) |  | (49,196 | ) |  | (96,065 | ) |  | 145,261 |  |  | (134,433 | )
Treasury stock | (410,296 | ) |  | — |  |  | — |  |  | — |  |  | (410,296 | )
Total Valmont Industries, Inc. shareholders’ equity | 1,201,833 |  |  | 1,111,716 |  |  | 2,048,327 |  |  | (3,160,043 | ) |  | 1,201,833 |
Noncontrolling interest in consolidated subsidiaries | — |  |  | — |  |  | 48,572 |  |  | — |  |  | 48,572 |
Total shareholders’ equity | 1,201,833 |  |  | 1,111,716 |  |  | 2,096,899 |  |  | (3,160,043 | ) |  | 1,250,405 |
Total liabilities and shareholders’ equity | $ | 2,167,173 |  |  | $ | 1,167,292 |  |  | $ | 2,555,246 |  |  | $ | (3,160,043 | ) |  | $ | 2,729,668 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 26, 2015
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net earnings | $ | 70,678 |  |  | $ | 32,630 |  |  | $ | 23,392 |  |  | $ | (52,205 | ) |  | $ | 74,495 |
Adjustments to reconcile net earnings to net cash flows from operations: |  |  |  |  |  |  |  |  |
Depreciation and amortization | 22,373 |  |  | 9,372 |  |  | 39,114 |  |  | — |  |  | 70,859 |
Noncash loss on trading securities | — |  |  | — |  |  | 5,020 |  |  | — |  |  | 5,020 |
Impairment of assets - restructuring activities | 4,092 |  |  | 258 |  |  | 8,309 |  |  | — |  |  | 12,659 |
Impairment of Goodwill & Intangibles | — |  |  | — |  |  | 15,200 |  |  | — |  |  | 15,200 |
Stock-based compensation | 9,620 |  |  | — |  |  | (3,953 | ) |  | — |  |  | 5,667 |
Defined benefit pension plan expense | — |  |  | — |  |  | (460 | ) |  | — |  |  | (460 | )
Contribution to defined benefit pension plan | — |  |  | — |  |  | (15,735 | ) |  | — |  |  | (15,735 | )
Gain on sale of property, plant and equipment | 333 |  |  | 267 |  |  | 663 |  |  | — |  |  | 1,263 |
Equity in earnings in nonconsolidated subsidiaries | (45,616 | ) |  | (6,435 | ) |  | — |  |  | 52,051 |  |  | — |
Deferred income taxes | 11,728 |  |  | (1,062 | ) |  | (5,449 | ) |  | — |  |  | 5,217 |
Changes in assets and liabilities (net of acquisitions): |  |  |  |  |  |  |  |  |
Receivables | 21,061 |  |  | (471 | ) |  | (15,039 | ) |  | — |  |  | 5,551 |
Inventories | (16,893 | ) |  | 8,094 |  |  | (16,648 | ) |  | — |  |  | (25,447 | )
Prepaid expenses | 840 |  |  | (110 | ) |  | 4,545 |  |  | — |  |  | 5,275 |
Accounts payable | 5,038 |  |  | (938 | ) |  | (3,268 | ) |  | — |  |  | 832 |
Accrued expenses | (5,758 | ) |  | (140 | ) |  | 13,266 |  |  | — |  |  | 7,368 |
Other noncurrent liabilities | (2,716 | ) |  | — |  |  | 3,603 |  |  | — |  |  | 887 |
Income taxes payable (refundable) | 14,216 |  |  | (14 | ) |  | (31 | ) |  | — |  |  | 14,171 |
Net cash flows from operating activities | 88,996 |  |  | 41,451 |  |  | 52,529 |  |  | (154 | ) |  | 182,822 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property, plant and equipment | (9,547 | ) |  | (6,065 | ) |  | (18,835 | ) |  | — |  |  | (34,447 | )
Proceeds from sale of assets | 1,508 |  |  | 36 |  |  | 1,712 |  |  | — |  |  | 3,256 |
Other, net | 45,326 |  |  | (35,859 | ) |  | (3,641 | ) |  | 154 |  |  | 5,980 |
Net cash flows from investing activities | 37,287 |  |  | (41,888 | ) |  | (20,764 | ) |  | 154 |  |  | (25,211 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Net borrowings under short-term agreements | — |  |  | — |  |  | (12,322 | ) |  | — |  |  | (12,322 | )
Proceeds from long-term borrowings | 37,000 |  |  | — |  |  | — |  |  | — |  |  | 37,000 |
Principal payments on long-term borrowings | (37,222 | ) |  | — |  |  | (656 | ) |  | — |  |  | (37,878 | )
Dividends paid | (26,708 | ) |  | — |  |  | — |  |  | — |  |  | (26,708 | )
Dividends to noncontrolling interest | — |  |  | — |  |  | (2,323 | ) |  | — |  |  | (2,323 | )
Proceeds from exercises under stock plans | 10,902 |  |  | — |  |  | — |  |  | — |  |  | 10,902 |
Excess tax benefits from stock option exercises | 1,458 |  |  | — |  |  | — |  |  | — |  |  | 1,458 |
Purchase of treasury shares | (148,220 | ) |  | — |  |  | — |  |  | — |  |  | (148,220 | )
Purchase of common treasury shares - stock plan exercises | (12,135 | ) |  | — |  |  | — |  |  | — |  |  | (12,135 | )
Net cash flows from financing activities | (174,925 | ) |  | — |  |  | (15,301 | ) |  | — |  |  | (190,226 | )
Effect of exchange rate changes on cash and cash equivalents | — |  |  | (79 | ) |  | (26,034 | ) |  | — |  |  | (26,113 | )
Net change in cash and cash equivalents | (48,642 | ) |  | (516 | ) |  | (9,570 | ) |  | — |  |  | (58,728 | )
Cash and cash equivalents—beginning of year | 69,869 |  |  | 2,157 |  |  | 299,553 |  |  | — |  |  | 371,579 |
Cash and cash equivalents—end of period | $ | 21,227 |  |  | $ | 1,641 |  |  | $ | 289,983 |  |  | $ | — |  |  | $ | 312,851 |
(8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 27, 2014
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net earnings | $ | 143,515 |  |  | $ | 55,359 |  |  | $ | 65,219 |  |  | $ | (116,393 | ) |  | $ | 147,700 |
Adjustments to reconcile net earnings to net cash flows from operations: |  |  |  |  |  |  |  |  |
Depreciation and amortization | 17,094 |  |  | 9,804 |  |  | 37,562 |  |  | — |  |  | 64,460 |
Loss on investment | — |  |  | — |  |  | 4,859 |  |  | — |  |  | 4,859 |
Non-cash debt refinancing costs | (2,478 | ) |  | — |  |  | — |  |  | — |  |  | (2,478 | )
Stock-based compensation | 5,444 |  |  | — |  |  | — |  |  | — |  |  | 5,444 |
Change in fair value of contingent consideration | — |  |  | — |  |  | 4,300 |  |  | — |  |  | 4,300 |
Defined benefit pension plan expense | — |  |  | — |  |  | 2,003 |  |  | — |  |  | 2,003 |
Contribution to defined benefit pension plan | — |  |  | — |  |  | (18,245 | ) |  | — |  |  | (18,245 | )
Gain on sale of property, plant and equipment | 37 |  |  | (30 | ) |  | 51 |  |  | — |  |  | 58 |
Equity in earnings in nonconsolidated subsidiaries | (99,235 | ) |  | (17,469 | ) |  | — |  |  | 116,738 |  |  | 34 |
Deferred income taxes | (6,601 | ) |  | 1,325 |  |  | 1,242 |  |  | — |  |  | (4,034 | )
Changes in assets and liabilities (net of acquisitions): |  |  |  |  |  |  |  |  |
Receivables | (18,901 | ) |  | 29,838 |  |  | (30,888 | ) |  | — |  |  | (19,951 | )
Inventories | 2,914 |  |  | 5,036 |  |  | (12,102 | ) |  | — |  |  | (4,152 | )
Prepaid expenses | (2,213 | ) |  | 173 |  |  | (17,142 | ) |  | — |  |  | (19,182 | )
Accounts payable | (2,788 | ) |  | (3,643 | ) |  | (14,651 | ) |  | — |  |  | (21,082 | )
Accrued expenses | (18,654 | ) |  | (9,296 | ) |  | 24 |  |  | — |  |  | (27,926 | )
Other noncurrent liabilities | 2,061 |  |  | — |  |  | (8,470 | ) |  | — |  |  | (6,409 | )
Income taxes payable (refundable) | (16,149 | ) |  | (225 | ) |  | (6,328 | ) |  | — |  |  | (22,702 | )
Net cash flows from operating activities | 4,046 |  |  | 70,872 |  |  | 7,434 |  |  | 345 |  |  | 82,697 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property, plant and equipment | (35,925 | ) |  | (1,972 | ) |  | (25,515 | ) |  | — |  |  | (63,412 | )
Proceeds from sale of assets | 8 |  |  | 127 |  |  | 1,972 |  |  | — |  |  | 2,107 |
Acquisitions, net of cash acquired | — |  |  | — |  |  | (137,438 | ) |  | — |  |  | (137,438 | )
Other, net | 36,954 |  |  | (53,129 | ) |  | 19,512 |  |  | (345 | ) |  | 2,992 |
Net cash flows from investing activities | 1,037 |  |  | (54,974 | ) |  | (141,469 | ) |  | (345 | ) |  | (195,751 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Net borrowings under short-term agreements | — |  |  | — |  |  | (1,065 | ) |  | — |  |  | (1,065 | )
Proceeds from long-term borrowings | 652,540 |  |  | — |  |  | — |  |  | — |  |  | 652,540 |
Principal payments on long-term borrowings | (356,994 | ) |  | — |  |  | (65 | ) |  | — |  |  | (357,059 | )
Settlement of financial derivative | 4,837 |  |  | — |  |  | — |  |  | — |  |  | 4,837 |
Dividends paid | (23,357 | ) |  | — |  |  | — |  |  | — |  |  | (23,357 | )
Intercompany dividends | 116,995 |  |  | (44,000 | ) |  | (72,995 | ) |  | — |  |  | — |
Dividends to noncontrolling interest | — |  |  | — |  |  | (1,340 | ) |  | — |  |  | (1,340 | )
Debt issuance costs | (5,464 | ) |  | — |  |  | — |  |  | — |  |  | (5,464 | )
Intercompany capital contribution | (143,000 | ) |  | — |  |  | 143,000 |  |  | — |  |  | — |
Proceeds from exercises under stock plans | 12,824 |  |  | — |  |  | — |  |  | — |  |  | 12,824 |
Excess tax benefits from stock option exercises | 3,916 |  |  | — |  |  | — |  |  | — |  |  | 3,916 |
Purchase of treasury shares | (316,296 | ) |  | — |  |  | — |  |  | — |  |  | (316,296 | )
Purchase of common treasury shares - stock plan exercises | (12,739 | ) |  | — |  |  | — |  |  | — |  |  | (12,739 | )
Net cash flows from financing activities | (66,738 | ) |  | (44,000 | ) |  | 67,535 |  |  | — |  |  | (43,203 | )
Effect of exchange rate changes on cash and cash equivalents | — |  |  | (36 | ) |  | (5,195 | ) |  | — |  |  | (5,231 | )
Net change in cash and cash equivalents | (61,655 | ) |  | (28,138 | ) |  | (71,695 | ) |  | — |  |  | (161,488 | )
Cash and cash equivalents—beginning of year | 215,576 |  |  | 29,797 |  |  | 368,333 |  |  | — |  |  | 613,706 |
Cash and cash equivalents—end of period | $ | 153,921 |  |  | $ | 1,659 |  |  | $ | 296,638 |  |  | $ | — |  |  | $ | 452,218 |

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