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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Form 10-Q
(Mark One)
☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2019
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 | 47-0351813
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)
One Valmont Plaza, |
Omaha, | Nebraska | 68154-5215
(Address of Principal Executive Offices) | (Zip Code)

(402) 963-1000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Symbol |  | Name of exchange on which registered
Common Stock $1.00 par value |  | VMI |  | New York Stock Exchange

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 x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ | Accelerated filer | ☐ | Non‑accelerated filer | ☐ | Smaller reporting company | ☐
Emerging growth company | ☐ |  |  |  |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No x
21,632,743
Outstanding shares of common stock as of July 25, 2019

VALMONT INDUSTRIES, INC.
INDEX TO FORM 10-Q

|  | Page No.
| PART I. FINANCIAL INFORMATION |
Item 1. | Financial Statements (unaudited): |
| Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks |
| ended June 29, 2019 and June 30, 2018 | 3
| Condensed Consolidated Statements of Comprehensive Income for the thirteen |
| and twenty-six weeks ended June 29, 2019 and June 30, 2018 | 4
| Condensed Consolidated Balance Sheets as of June 29, 2019 and December 29, |
| 2018 | 5
| Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended |
| June 29, 2019 and June 30, 2018 | 6
| Condensed Consolidated Statements of Shareholders' Equity for the thirteen and |
| twenty-six weeks ended June 29, 2019 and June 30, 2018 | 7
| Notes to Condensed Consolidated Financial Statements | 8
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operation s | 39
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48
Item 4. | Controls and Procedures | 48
| PART II. OTHER INFORMATION |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49
Item 6. | Exhibits | 49
Signatures | 51

2

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(Unaudited)

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| June 29, 2019 |  | June 30, 2018 |  | June 29, 2019 |  | June 30, 2018
Product sales | $ | 609,516 |  |  | $ | 598,642 |  |  | $ | 1,224,480 |  |  | $ | 1,219,128 |
Services sales | 91,355 |  |  | 83,763 |  |  | 168,530 |  |  | 161,961 |
Net sales | 700,871 |  |  | 682,405 |  |  | 1,393,010 |  |  | 1,381,089 |
Product cost of sales | 461,091 |  |  | 453,021 |  |  | 935,486 |  |  | 929,285 |
Services cost of sales | 59,366 |  |  | 54,385 |  |  | 111,981 |  |  | 107,565 |
Total cost of sales | 520,457 |  |  | 507,406 |  |  | 1,047,467 |  |  | 1,036,850 |
Gross profit | 180,414 |  |  | 174,999 |  |  | 345,543 |  |  | 344,239 |
Selling, general and administrative expenses | 116,702 |  |  | 111,329 |  |  | 226,727 |  |  | 216,609 |
Operating income | 63,712 |  |  | 63,670 |  |  | 118,816 |  |  | 127,630 |
Other income (expenses): |  |  |  |  |  |  |
Interest expense | (10,117 | ) |  | (11,791 | ) |  | (19,995 | ) |  | (22,865 | )
Interest income | 1,036 |  |  | 1,446 |  |  | 1,846 |  |  | 2,713 |
Gain (loss) on investments (unrealized) | 1,520 |  |  | 250 |  |  | 4,352 |  |  | 78 |
Loss from divestiture of grinding media business | — |  |  | (6,084 | ) |  | — |  |  | (6,084 | )
Other | 156 |  |  | 1,594 |  |  | 1,170 |  |  | 625 |
| (7,405 | ) |  | (14,585 | ) |  | (12,627 | ) |  | (25,533 | )
Earnings before income taxes | 56,307 |  |  | 49,085 |  |  | 106,189 |  |  | 102,097 |
Income tax expense (benefit): |  |  |  |  |  |  |
Current | 17,913 |  |  | 16,724 |  |  | 20,678 |  |  | 24,437 |
Deferred | (3,952 | ) |  | (2,319 | ) |  | 5,710 |  |  | 2,500 |
| 13,961 |  |  | 14,405 |  |  | 26,388 |  |  | 26,937 |
Net earnings | 42,346 |  |  | 34,680 |  |  | 79,801 |  |  | 75,160 |
Less: Earnings attributable to noncontrolling interests | (949 | ) |  | (1,720 | ) |  | (1,923 | ) |  | (2,919 | )
Net earnings attributable to Valmont Industries, Inc. | $ | 41,397 |  |  | $ | 32,960 |  |  | $ | 77,878 |  |  | $ | 72,241 |
Earnings per share: |  |  |  |  |  |  |
Basic | $ | 1.90 |  |  | $ | 1.47 |  |  | $ | 3.57 |  |  | $ | 3.21 |
Diluted | $ | 1.90 |  |  | $ | 1.46 |  |  | $ | 3.56 |  |  | $ | 3.18 |

See accompanying notes to condensed consolidated financial statements.
3

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| June 29, 2019 |  | June 30, 2018 |  | June 29, 2019 |  | June 30, 2018
Net earnings | 42,346 |  |  | 34,680 |  |  | 79,801 |  |  | 75,160 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |
Unrealized translation gain | 1,049 |  |  | (46,953 | ) |  | 3,315 |  |  | (40,149 | )
Realized loss on divestiture of grinding media business recorded in earnings | — |  |  | 9,203 |  |  | — |  |  | 9,203 |
Gain (loss) on hedging activities: |  |  |  |  |  |  |
Net investment hedges | 711 |  |  | 2,396 |  |  | 780 |  |  | 1,607 |
Realized loss on net investment hedge for grinding media business recorded in earnings | — |  |  | 1,215 |  |  | — |  |  | 1,215 |
Amortization cost included in interest expense | (16 | ) |  | 25 |  |  | (32 | ) |  | 44 |
Deferred loss on interest rate hedges | — |  |  | (2,467 | ) |  | — |  |  | (2,467 | )
Commodity hedges | (2,109 | ) |  | 1,438 |  |  | (2,109 | ) |  | 1,345 |
Cross currency swaps | (3,933 | ) |  | — |  |  | (1,672 | ) |  | — |
Other comprehensive income | (4,298 | ) |  | (35,143 | ) |  | 282 |  |  | (29,202 | )
Comprehensive income | 38,048 |  |  | (463 | ) |  | 80,083 |  |  | 45,958 |
Comprehensive income attributable to noncontrolling interests | (983 | ) |  | (1,114 | ) |  | (2,092 | ) |  | (5,861 | )
Comprehensive income attributable to Valmont Industries, Inc. | $ | 37,065 |  |  | $ | (1,577 | ) |  | $ | 77,991 |  |  | $ | 40,097 |

See accompanying notes to condensed consolidated financial statements.
4

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

| June 29, 2019 |  | December 29, 2018
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 256,944 |  |  | $ | 313,210 |
Receivables, net | 507,061 |  |  | 483,963 |
Inventories | 406,546 |  |  | 383,566 |
Contract asset - costs and profits in excess of billings | 123,926 |  |  | 112,525 |
Prepaid expenses and other assets | 44,942 |  |  | 42,800 |
Refundable income taxes | 8,579 |  |  | 4,576 |
Total current assets | 1,347,998 |  |  | 1,340,640 |
Property, plant and equipment, at cost | 1,225,838 |  |  | 1,160,865 |
Less accumulated depreciation and amortization | 682,281 |  |  | 646,873 |
Net property, plant and equipment | 543,557 |  |  | 513,992 |
Goodwill | 424,188 |  |  | 385,207 |
Other intangible assets, net | 189,014 |  |  | 175,956 |
Other assets | 206,982 |  |  | 114,479 |
Total assets | $ | 2,711,739 |  |  | $ | 2,530,274 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |
Current liabilities: |  |  |
Current installments of long-term debt | $ | 774 |  |  | $ | 779 |
Notes payable to banks | 20,375 |  |  | 10,678 |
Accounts payable | 228,137 |  |  | 218,115 |
Accrued employee compensation and benefits | 65,723 |  |  | 79,291 |
Accrued expenses | 174,163 |  |  | 91,942 |
Dividends payable | 8,129 |  |  | 8,230 |
Total current liabilities | 497,301 |  |  | 409,035 |
Deferred income taxes | 43,774 |  |  | 43,489 |
Long-term debt, excluding current installments | 765,558 |  |  | 741,822 |
Defined benefit pension liability | 130,210 |  |  | 143,904 |
Operating lease liabilities | 85,176 |  |  | — |
Deferred compensation | 49,445 |  |  | 46,107 |
Other noncurrent liabilities | 13,261 |  |  | 10,394 |
Shareholders’ equity: |  |  |
Preferred stock of $1 par value - |  |  |
Authorized 500,000 shares; none issued | — |  |  | — |
Common stock of $1 par value - |  |  |
Authorized 75,000,000 shares; 27,900,000 issued | 27,900 |  |  | 27,900 |
Retained earnings | 2,085,594 |  |  | 2,027,596 |
Accumulated other comprehensive loss | (303,072 | ) |  | (303,185 | )
Treasury stock | (728,680 | ) |  | (692,549 | )
Total Valmont Industries, Inc. shareholders’ equity | 1,081,742 |  |  | 1,059,762 |
Noncontrolling interest in consolidated subsidiaries | 45,272 |  |  | 75,761 |
Total shareholders’ equity | 1,127,014 |  |  | 1,135,523 |
Total liabilities and shareholders’ equity | $ | 2,711,739 |  |  | $ | 2,530,274 |

See accompanying notes to condensed consolidated financial statements.
5

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

| Twenty-six Weeks Ended
| June 29, 2019 |  | June 30, 2018
Cash flows from operating activities: |  |  |
Net earnings | $ | 79,801 |  |  | $ | 75,160 |
Adjustments to reconcile net earnings to net cash flows from operations: |  |  |
Depreciation and amortization | 40,583 |  |  | 41,657 |
Noncash loss on trading securities | 28 |  |  | 229 |
Impairment of property, plant and equipment | — |  |  | 2,791 |
Loss on divestiture of grinding media business | — |  |  | 6,084 |
Stock-based compensation | 6,370 |  |  | 5,374 |
Defined benefit pension plan benefit | (259 | ) |  | (1,159 | )
Contribution to defined benefit pension plan | (13,682 | ) |  | (731 | )
Gain on sale of property, plant and equipment | (278 | ) |  | (287 | )
Deferred income taxes | 5,710 |  |  | 2,500 |
Changes in assets and liabilities: |  |  |
Receivables | (19,633 | ) |  | 10,664 |
Inventories | (18,363 | ) |  | (20,592 | )
Prepaid expenses and other assets | (13,367 | ) |  | (9,184 | )
Contract asset - costs and profits in excess of billings | (11,400 | ) |  | (24,912 | )
Accounts payable | 7,973 |  |  | (18,645 | )
Accrued expenses | 62,467 |  |  | (10,523 | )
Other noncurrent liabilities | (5,582 | ) |  | (480 | )
Income taxes refundable | (6,931 | ) |  | (4,288 | )
Net cash flows from operating activities | 113,437 |  |  | 53,658 |
Cash flows from investing activities: |  |  |
Purchase of property, plant and equipment | (49,310 | ) |  | (31,816 | )
Proceeds from sale of assets | 466 |  |  | 64,393 |
Acquisitions, net of cash acquired | (81,841 | ) |  | (9,300 | )
Settlement of net investment hedges | 11,184 |  |  | (1,621 | )
Other, net | 3,893 |  |  | 2,404 |
Net cash flows from investing activities | (115,608 | ) |  | 24,060 |
Cash flows from financing activities: |  |  |
Proceeds from short-term agreements | 9,886 |  |  | 130 |
Proceeds from long-term borrowings | 31,000 |  |  | 237,641 |
Principal payments on long-term borrowings | (10,386 | ) |  | (495 | )
Settlement of financial derivatives | — |  |  | (2,467 | )
Debt issuance costs | — |  |  | (2,322 | )
Dividends paid | (16,425 | ) |  | (17,003 | )
Dividends to noncontrolling interest | (4,459 | ) |  | (4,852 | )
Purchase of noncontrolling interest | (27,845 | ) |  | (5,510 | )
Purchase of treasury shares | (38,350 | ) |  | (43,999 | )
Proceeds from exercises under stock plans | 1,744 |  |  | 5,711 |
Purchase of common treasury shares—stock plan exercises | (827 | ) |  | (1,769 | )
Net cash flows from financing activities | (55,662 | ) |  | 165,065 |
Effect of exchange rate changes on cash and cash equivalents | 1,567 |  |  | (13,000 | )
Net change in cash and cash equivalents | (56,266 | ) |  | 229,783 |
Cash, cash equivalents, and restricted cash—beginning of year | 313,210 |  |  | 492,805 |
Cash, cash equivalents, and restricted cash—end of period | $ | 256,944 |  |  | $ | 722,588 |

See accompanying notes to condensed consolidated financial statements.
6

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)

| Common stock |  | Additional paid-in capital |  | Retained earnings |  | Accumulated other comprehensive income (loss) |  | Treasury stock |  | Noncontrolling interest in consolidated subsidiaries |  | Total shareholders’ equity
Balance at March 31, 2018 | $ | 27,900 |  |  | $ | — |  |  | $ | 1,996,474 |  |  | $ | (276,629 | ) |  | $ | (602,504 | ) |  | $ | 40,115 |  |  | $ | 1,185,356 |
Net earnings | — |  |  | — |  |  | 32,960 |  |  | — |  |  | — |  |  | 1,720 |  |  | 34,680 |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | (34,537 | ) |  | — |  |  | (606 | ) |  | (35,143 | )
Cash dividends declared ($0.375 per share) | — |  |  | — |  |  | (8,400 | ) |  | — |  |  | — |  |  | — |  |  | (8,400 | )
Dividends to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,571 | ) |  | (3,571 | )
Impact of ASU 2016-16 adoption | — |  |  | — |  |  | 1,038 |  |  | — |  |  | — |  |  | — |  |  | 1,038 |
Purchase of treasury shares; 203,869 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (29,209 | ) |  | — |  |  | (29,209 | )
Stock plan exercises; 2,390 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (265 | ) |  | — |  |  | (265 | )
Stock options exercised; 18,309 shares issued | — |  |  | (1,914 | ) |  | 1,847 |  |  | — |  |  | 2,806 |  |  | — |  |  | 2,739 |
Stock option expense | — |  |  | 1,061 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,061 |
Stock awards; 5,852 shares issued | — |  |  | 853 |  |  | — |  |  | — |  |  | 685 |  |  | — |  |  | 1,538 |
Balance at June 30, 2018 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,023,919 |  |  | $ | (311,166 | ) |  | $ | (628,487 | ) |  | $ | 37,658 |  |  | $ | 1,149,824 |
Balance at March 30, 2019 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,049,438 |  |  | $ | (298,740 | ) |  | $ | (700,333 | ) |  | $ | 52,950 |  |  | $ | 1,131,215 |
Net earnings | — |  |  | — |  |  | 41,397 |  |  | — |  |  | — |  |  | 949 |  |  | $ | 42,346 |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | (4,332 | ) |  | — |  |  | 34 |  |  | $ | (4,298 | )
Cash dividends declared ($0.375 per share) | — |  |  | — |  |  | (8,126 | ) |  | — |  |  | — |  |  | — |  |  | $ | (8,126 | )
Dividends to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,621 | ) |  | $ | (3,621 | )
Purchase of noncontrolling interest | — |  |  | 277 |  |  | — |  |  | — |  |  | — |  |  | (5,040 | ) |  | $ | (4,763 | )
Purchase of treasury shares; 236,323 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (28,929 | ) |  | — |  |  | $ | (28,929 | )
Stock plan exercises; 645 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (80 | ) |  | — |  |  | $ | (80 | )
Stock options exercised; 2,642 shares issued | — |  |  | (2,575 | ) |  | 2,885 |  |  | — |  |  | 260 |  |  | — |  |  | $ | 570 |
Stock option expense | — |  |  | 728 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | $ | 728 |
Stock awards; 2,692 shares issued | — |  |  | 1,570 |  |  | — |  |  | — |  |  | 402 |  |  | — |  |  | $ | 1,972 |
Balance at June 29, 2019 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,085,594 |  |  | $ | (303,072 | ) |  | $ | (728,680 | ) |  | $ | 45,272 |  |  | $ | 1,127,014 |

See accompanying notes to the condensed consolidated financial statements.
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)

| Common stock |  | Additional paid-in capital |  | Retained earnings |  | Accumulated other comprehensive income (loss) |  | Treasury stock |  | Noncontrolling interest in consolidated subsidiaries |  | Total shareholders’ equity
Balance at December 30, 2017 | $ | 27,900 |  |  | $ | — |  |  | $ | 1,954,344 |  |  | $ | (279,022 | ) |  | $ | (590,386 | ) |  | $ | 38,959 |  |  | $ | 1,151,795 |
Net earnings | — |  |  | — |  |  | 72,241 |  |  | — |  |  | — |  |  | 2,919 |  |  | 75,160 |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | (32,144 | ) |  | — |  |  | 2,942 |  |  | (29,202 | )
Cash dividends declared ($0.75 per share) | — |  |  | — |  |  | (16,893 | ) |  | — |  |  | — |  |  | — |  |  | (16,893 | )
Dividends to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (4,852 | ) |  | (4,852 | )
Cumulative impact of ASC 606 adoption | — |  |  | — |  |  | 9,771 |  |  | — |  |  | — |  |  | — |  |  | 9,771 |
Impact of ASU 2016-16 adoption | — |  |  | — |  |  | 1,038 |  |  | — |  |  | — |  |  | — |  |  | 1,038 |
Addition of noncontrolling interest | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,200 |  |  | 3,200 |
Purchase of noncontrolling interest | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,510 | ) |  | (5,510 | )
Purchase of treasury shares; 305,256 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (43,999 | ) |  | — |  |  | (43,999 | )
Stock plan exercises; 11,938 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (1,769 | ) |  | — |  |  | (1,769 | )
Stock options exercised; 46,213 shares issued | — |  |  | (4,459 | ) |  | 3,418 |  |  | — |  |  | 6,752 |  |  | — |  |  | 5,711 |
Stock option expense | — |  |  | 2,151 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,151 |
Stock awards; 7,692 shares issued | — |  |  | 2,308 |  |  | — |  |  | — |  |  | 915 |  |  | — |  |  | 3,223 |
Balance at June 30, 2018 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,023,919 |  |  | $ | (311,166 | ) |  | $ | (628,487 | ) |  | $ | 37,658 |  |  | $ | 1,149,824 |
Balance at December 29, 2018 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,027,596 |  |  | $ | (303,185 | ) |  | $ | (692,549 | ) |  | $ | 75,761 |  |  | $ | 1,135,523 |
Net earnings | — |  |  | — |  |  | 77,878 |  |  | — |  |  | — |  |  | 1,923 |  |  | 79,801 |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | 113 |  |  | — |  |  | 169 |  |  | 282 |
Cash dividends declared ($0.75 per share) | — |  |  | — |  |  | (16,339 | ) |  | — |  |  | — |  |  | — |  |  | (16,339 | )
Dividends to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (4,459 | ) |  | (4,459 | )
Purchase of noncontrolling interest | — |  |  | 277 |  |  | — |  |  | — |  |  | — |  |  | (28,122 | ) |  | (27,845 | )
Impact of ASC 842 adoption | — |  |  | — |  |  | (8,886 | ) |  | — |  |  | — |  |  | — |  |  | (8,886 | )
Purchase of treasury shares; 306,729 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (38,350 | ) |  | — |  |  | (38,350 | )
Stock plan exercises; 6,096 shares acquired | — |  |  | — |  |  | — |  |  | — |  |  | (827 | ) |  | — |  |  | (827 | )
Stock options exercised; 15,637 shares issued | — |  |  | (5,242 | ) |  | 5,345 |  |  | — |  |  | 1,641 |  |  | — |  |  | 1,744 |
Stock option expense | — |  |  | 1,456 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,456 |
Stock awards; 10,327 shares issued | — |  |  | 3,509 |  |  | — |  |  | — |  |  | 1,405 |  |  | — |  |  | 4,914 |
Balance at June 29, 2019 | $ | 27,900 |  |  | $ | — |  |  | $ | 2,085,594 |  |  | $ | (303,072 | ) |  | $ | (728,680 | ) |  | $ | 45,272 |  |  | $ | 1,127,014 |

See accompanying notes to condensed consolidated financial statements.
7

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed Consolidated Financial Statements
The Condensed Consolidated Balance Sheet as of June 29, 2019, the Condensed Consolidated Statements of Earnings, Comprehensive Income, and Shareholders' Equity for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018, and the Condensed Consolidated Statements of Cash Flows for the twenty-six week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of June 29, 2019 and for all periods presented.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2018. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 29, 2018 with the exception of the lease accounting policy which changed from adopting Accounting Standards Update ("ASU") 2016-02 and is discussed in footnote 9. The results of operations for the period ended June 29, 2019 are not necessarily indicative of the operating results for the full year.
Inventories
Approximately 34% and 37% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of June 29, 2019 and December 29, 2018. 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 $50,880 and $53,619 at June 29, 2019 and December 29, 2018, respectively.
Inventories consisted of the following:

| June 29, 2019 |  | December 29, 2018
Raw materials and purchased parts | $ | 192,045 |  |  | $ | 190,115 |
Work-in-process | 40,847 |  |  | 35,566 |
Finished goods and manufactured goods | 224,534 |  |  | 211,504 |
Subtotal | 457,426 |  |  | 437,185 |
Less: LIFO reserve | 50,880 |  |  | 53,619 |
| $ | 406,546 |  |  | $ | 383,566 |

8

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Earnings before income taxes for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018, were as follows:

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| 2019 |  | 2018 |  | 2019 |  | 2018
United States | $ | 47,269 |  |  | $ | 42,336 |  |  | $ | 89,520 |  |  | $ | 84,101 |
Foreign | 9,038 |  |  | 6,749 |  |  | 16,669 |  |  | 17,996 |
| $ | 56,307 |  |  | $ | 49,085 |  |  | $ | 106,189 |  |  | $ | 102,097 |

Pension Benefits
The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.
The components of the net periodic pension (benefit) expense for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018 were as follows:

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
Net periodic (benefit) expense: | 2019 |  | 2018 |  | 2019 |  | 2018
Interest cost | $ | 4,182 |  |  | $ | 4,486 |  |  | $ | 8,527 |  |  | $ | 9,202 |
Expected return on plan assets | (4,943 | ) |  | (5,815 | ) |  | (10,078 | ) |  | (11,929 | )
Amortization of actuarial loss | 634 |  |  | 764 |  |  | 1,292 |  |  | 1,568 |
Net periodic expense (benefit) | $ | (127 | ) |  | $ | (565 | ) |  | $ | (259 | ) |  | $ | (1,159 | )

Stock Plans
The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. At June 29, 2019, 1,393,763 shares of common stock remained available for issuance under the plans.
Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three years to six years or on the grant's fifth anniversary. Expiration of grants is seven years from the date of grant. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant.
The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options and restricted stock for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018, respectively, were as follows:
9

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| 2019 |  | 2018 |  | 2019 |  | 2018
Compensation expense | $ | 2,700 |  |  | $ | 2,599 |  |  | $ | 6,370 |  |  | $ | 5,374 |
Income tax benefits | 675 |  |  | 650 |  |  | 1,593 |  |  | 1,344 |

Fair Value
The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a three‑level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
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 $40,673 ($37,516 at December 29, 2018) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification ("ASC") 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. The Company's ownership of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. The shares are valued at $1,283 and $2,508 as of June 29, 2019 and December 29, 2018, respectively, which is the estimated fair value. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.
Derivative Financial Instruments: The fair value of foreign currency and commodity forward contracts, and cross currency contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate.
10

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

|  |  | Fair Value Measurement Using:
| Carrying Value June 29, 2019 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Trading Securities | $ | 41,956 |  |  | $ | 41,956 |  |  | $ | — |  |  | $ | — |
Derivative financial instruments, net | (3,213 | ) |  | — |  |  | (3,213 | ) |  | — |

|  |  | Fair Value Measurement Using:
| Carrying Value December 29, 2018 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Trading Securities | $ | 40,024 |  |  | $ | 40,024 |  |  | $ | — |  |  | $ | — |
Derivative financial instruments, net | 9,147 |  |  | — |  |  | 9,147 |  |  | — |

Long-Lived Assets
The Company's other non-financial assets include goodwill and other intangible assets, which are classified as Level 3 items. These assets are measured at fair value on a non-recurring basis as part of annual impairment testing. Note 5 to these condensed consolidated financial statements contain additional information related to goodwill and intangible asset impairments.
Comprehensive Income
Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at June 29, 2019 and December 29, 2018:

| Foreign Currency Translation Adjustments |  | Gain/(Loss) on Hedging Activities |  | Defined Benefit Pension Plan |  | Accumulated Other Comprehensive Loss
Balance at December 29, 2018 | $ | (230,261 | ) |  | $ | 11,171 |  |  | $ | (84,095 | ) |  | $ | (303,185 | )
Current-period comprehensive income (loss) | 3,146 |  |  | (3,033 | ) |  | — |  |  | 113 |
Balance at June 29, 2019 | $ | (227,115 | ) |  | $ | 8,138 |  |  | $ | (84,095 | ) |  | $ | (303,072 | )

11

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company determines the appropriate revenue recognition for our contracts by analyzing the type, terms and conditions of each contract or arrangement with a customer. Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue, and do not include variable consideration. Discounts included in contracts with customers, typically early pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized. Contract revenues are classified as product when the performance obligation is related to the manufacturing of goods. Contract revenues are classified as service when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings segment.
Customer acceptance provisions exist only in the design stage of our products and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize revenue associated with the design stage. There is one performance obligation for revenue recognition. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. The Company does not sell extended warranties for any of its products.
Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the Utility segment and the wireless communication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company elected the practical expedient to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company elected the practical expedient to not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services; the Company expects all consideration to be received in one year or less at contract inception.
Segment and Product Line Revenue Recognition
The global Utility segment revenues are derived from manufactured steel and concrete structures for the North America utility industry and offshore and other complex structures used in energy generation and distribution outside of the United States. Steel and concrete utility structures are engineered to customer specifications resulting in limited ability to sell the structure to a different customer if an order is canceled after production commences. The continuous transfer of control to the customer is evidenced either by contractual termination clauses or by our rights to payment for work performed to-date plus a reasonable profit as the products do not have an alternative use to the Company. Since control is transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment. For our steel and concrete utility and wireless communication structure product lines, we generally recognize revenue on an inputs basis, using total production hours incurred to-date for each order as a percentage of total hours estimated to produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold and gross profit. Production of an order, once started, is typically completed within three months. Revenue from the offshore and other complex structures business is also recognized using an inputs method, based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain sales of steel and concrete structures; the Company has chosen to use the practical expedient to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured.
The global ESS segment revenues are derived from the manufacture and distribution of engineered metal, composite structures and components for lighting and traffic and roadway safety, engineered access systems, and wireless communication. For the lighting and traffic and roadway safety product lines, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. For Access Systems, revenue is generally recognized upon delivery of goods to the customer which is the same point in time that the customer is billed. The wireless communication product line has large regional customers who have unique product
12

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
specifications for communication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. For the remaining wireless communication product line customers which do not provide a contractual right to bill for work completed on a canceled order, revenue is recognized upon shipment or delivery of the goods to the customer which is the same point in time that the customer is billed.
The global Coatings segment revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer which is the same time that the customer is billed.
The global Irrigation segment revenues are derived from the manufacture of agricultural irrigation equipment and related parts and services for the agricultural industry and tubular products for industrial customers. Revenue recognition for the irrigation segment is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months.
Disaggregation of revenue by product line is disclosed in the Segment footnote. A breakdown by segment of revenue recognized over time and at a point in time for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018 is as follows:

| Point in Time |  | Over Time |  | Point in Time |  | Over Time
| Thirteen weeks ended June 29, 2019 |  | Thirteen weeks ended June 29, 2019 |  | Twenty-six weeks ended June 29, 2019 |  | Twenty-six weeks ended June 29, 2019
Utility Support Structures | $ | 9,932 |  |  | $ | 199,077 |  |  | $ | 40,224 |  |  | $ | 412,043 |
Engineered Support Structures | 244,604 |  |  | 12,961 |  |  | 461,074 |  |  | 24,460 |
Coatings | 81,089 |  |  | — |  |  | 151,320 |  |  | — |
Irrigation | 149,956 |  |  | 3,252 |  |  | 297,814 |  |  | 6,075 |
Total | $ | 485,581 |  |  | $ | 215,290 |  |  | $ | 950,432 |  |  | $ | 442,578 |

| Point in Time |  | Over Time |  | Point in Time |  | Over Time
| Thirteen weeks ended June 30, 2018 |  | Thirteen weeks ended June 30, 2018 |  | Twenty-six weeks ended June 30, 2018 |  | Twenty-six weeks ended June 30, 2018
Utility Support Structures | $ | — |  |  | $ | 196,531 |  |  | $ | — |  |  | $ | 406,390 |
Engineered Support Structures | 237,720 |  |  | 8,321 |  |  | 444,914 |  |  | 17,043 |
Coatings | 74,539 |  |  | — |  |  | 142,997 |  |  | — |
Irrigation | 157,800 |  |  | 2,813 |  |  | 341,034 |  |  | 5,631 |
Other | 4,681 |  |  | — |  |  | 23,080 |  |  | — |
Total | $ | 474,740 |  |  | $ | 207,665 |  |  | $ | 952,025 |  |  | $ | 429,064 |

Both steel and concrete utility customers are generally invoiced upon shipment or delivery of the goods to the customer's specified location and there are normally no up-front or progress payments. The offshore and complex steel structures business invoices customers a number of ways including advanced billings, progress billings, and billings upon shipment.
At June 29, 2019 and December 29, 2018, the contract liability for revenue recognized over time was $66,128 and $4,906, respectively. The contract liability is included in Accrued Expenses on the condensed consolidated balance sheets.
13

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
During the thirteen and twenty-six weeks ended June 29, 2019, the Company recognized $897 and $1,928 of revenue that was included in the liability as of December 29, 2018. In the thirteen and twenty-six weeks ended June 30, 2018, the Company recognized $1,632 and $4,456 of revenue that was included in the liability as of December 30, 2017. The revenue recognized was due to applying advance payments received for projects completed during the period.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), 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 Company implemented a lease management tool to support the new reporting requirements and adopted the ASU on the first day of fiscal 2019. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet for all classes of underlying assets. The Company elected to not recast its comparative periods in transition (the "Comparatives Under 840 Option") as allowed under ASU 2018-11. The new standard did not have an impact in the condensed consolidated statements of earnings; footnote 9 provides the impact on the condensed consolidated balance sheet including the transition adoption adjustment recorded to retained earnings.
(2) ACQUISITIONS
On May 13, 2019, the Company acquired the assets of Connect-It Wireless, Inc. ("Connect-It") for $6,034 in cash. Connect-It operates in Florida and is a manufacturer and distributor of wireless site components and safety products. In the preliminary purchase price allocation, goodwill of $4,183 was recorded and the remainder is net working capital. A portion of the goodwill is deductible for tax purposes. Connect-It is included in the ESS segment and was acquired to expand the Company's wireless component distribution network. The Company expects the purchase price allocation to be finalized in the fourth quarter of 2019. Proforma disclosures for Connect-It were omitted as this business does not have a significant impact on the Company's financial results.
On February 11, 2019, the Company acquired the outstanding shares of United Galvanizing ("United"), a provider of coatings services for $26,000 in cash. The agreed upon purchase price was $28,000, with $2,000 being contingent on seller representations and warranties that will be settled within 12 months of the acquisition date. The acquisition of United, located in Houston, Texas further expands the Company's galvanizing footprint in North America and will be reported in the Coatings segment. The preliminary fair values assigned were $11,715 for goodwill, $4,034 for customer relationships, trade name of $894, $11,016 for property, plant, and equipment, and the remainder is net working capital. Goodwill is not deductible for tax purposes and the customer relationship will be amortized over 10 years. The trade name has an indefinite life. The Company expects the purchase price allocation to be finalized in the fourth quarter of 2019, once the contingent payment is settled and management reviews are complete.
On December 31, 2018, the Company acquired the assets of Larson Camouflage ("Larson"), an industry leading provider of architectural and camouflage concealment solutions for the wireless telecommunication market for $31,106 in cash. The agreed upon purchase price was $34,562, with 10% being held back for seller representations and warranties and will be settled within 12 months of the acquisition date. Larson was acquired to grow our product offerings in the wireless communication market and will be reported in the ESS segment. The preliminary fair values assigned were $17,050 for customer relationships, $14,494 for goodwill, $1,151 for property, plant, and equipment and the remainder is net working capital. Goodwill is deductible for tax purposes and the customer relationships will be amortized over 12 years. The Company expects the purchase price allocation to be finalized in the fourth quarter of 2019, once the hold back payment is settled and management reviews are complete.
14

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(2) ACQUISITIONS (Continued)
On October 18, 2018, the Company acquired CSP Coatings Systems of Auckland, New Zealand, a provider of a wide range of coatings services for $17,711 in cash. The acquisition further strengthens the Company's Asia-Pacific market position and is reported in the Coatings segment. The preliminary fair values assigned were $7,373 to property, plant, and equipment, $3,113 for customer relationships, $5,120 for goodwill, with the remainder net working capital. Goodwill is not deductible for tax purposes and the customer relationships will be amortized over 10 years. The purchase price allocation was finalized in the second quarter of 2019.
On August 3, 2018, the Company purchased approximately 72% of the outstanding shares of Walpar, LLC ("Walpar") for $57,805 in cash. Walpar is an industry leader in the design, engineering and manufacturing of overhead sign structures for the North America transportation market. Walpar is located in Birmingham, Alabama and its operations are reported in the ESS segment. The transaction was funded with cash on hand. The acquisition of Walpar was completed to expand the Company's product offering in the sign structure market. The preliminary fair value measurement disclosed below is subject to management reviews and completion of the fair value measurements of the assets acquired and liabilities assumed. Customer relationships are amortized over 14 years and the trade name has an indefinite life. Goodwill is not deductible for tax purposes.
In January 2019, the 28% non-controlling interest shares of Walpar, LLC were acquired for $23,082. The purchase price allocation will be finalized in the third quarter of 2019. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of Walpar as of the date of acquisition:

|  | At August 3, 2018
Current assets |  | $ | 13,210 |
Customer relationships |  | 32,000 |
Trade name |  | 4,300 |
Goodwill |  | 42,216 |
Total fair value of assets acquired |  | $ | 91,726 |
Current liabilities |  | 2,185 |
Deferred taxes |  | 8,654 |
Total fair value of liabilities assumed |  | $ | 10,839 |
Non-controlling interest |  | 23,082 |
Net assets acquired |  | $ | 57,805 |

On August 3, 2018, the Company acquired 75% of the outstanding shares of Convert Italia SpA ("Convert") for $43,504 in cash. In the second quarter of 2019, the Company paid the former owners approximately $18,700 additional purchase price which was reflected in the contingent consideration liability on the fair value of assets and liabilities assumed on acquisition. Convert is a designer and provider of engineered solar tracker solutions that is headquartered in Italy, with offices in Brazil and Argentina. The Company acquired Convert to grow market adjacencies in the Utility Support Structures segment.
The preliminary fair value measurements disclosed below are subject to management reviews and completion of the fair value measurements of the assets acquired and liabilities assumed. Patents and proprietary technology will be amortized over 15 years and the trade name has an indefinite life. Goodwill is not deductible for tax purposes. The Company expects the fair value measurement process and purchase price allocation will be finalized in the third quarter of 2019. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of Convert as of the date of acquisition:
15

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(2) ACQUISITIONS (Continued)

|  | At August 3, 2018
Current assets |  | $ | 18,349 |
Other assets |  | 3,166 |
Patent and Proprietary Technology |  | 16,554 |
Trade name |  | 8,701 |
Goodwill |  | 42,169 |
Total fair value of assets acquired |  | $ | 88,939 |
Current liabilities |  | 5,376 |
Contingent consideration liability |  | 19,497 |
Deferred taxes |  | 6,061 |
Total fair value of liabilities assumed |  | $ | 30,934 |
Non-controlling interest |  | 14,501 |
Net assets acquired |  | $ | 43,504 |

On August 1, 2018, the Company acquired the operational assets of Derit Infrastructure Pvt. Ltd. ("Derit") for $14,700 in cash, net of assumed liabilities. The Company acquired the net assets at fair value with no value assigned to intangible assets in the preliminary purchase price allocation. Derit has a manufacturing facility in India with production capabilities for steel lattice structures for power transmission, wireless communication, and a provider of zinc galvanizing services. Derit was acquired to provide the Company with lattice structure manufacturing capabilities and to further expand the geographic footprint of the galvanizing business. The majority of the business will be reported in the Utility Support Structures segment, while the galvanizing business will be reported in the Coatings segment. The purchase price allocation was finalized in the fourth quarter of 2018. Proforma disclosures for Derit were omitted as this business does not have a significant impact on the Company's financial results.
On January 26, 2018, the Company acquired 60% of the assets of Torrent Engineering and Equipment ("Torrent") for $4,800 in cash. Torrent operates in Indiana and is an integrator of prefabricated pump stations that involves designing high pressure water and compressed air process systems. Torrent has annual sales of approximately $9,000. In the purchase price allocation, goodwill of $3,922 and $4,020 of customer relationships and other intangible assets were recorded. A portion of the goodwill is deductible for tax purposes. Torrent is included in the Irrigation segment and was acquired to expand the Company's water management capabilities. The purchase price allocation was finalized in the second quarter of 2018.
The Company's condensed consolidated statements of earnings for the thirteen and twenty-six weeks ended June 29, 2019 included net sales of $25,114 and $66,671 resulting from the United, Larson, CSP Coatings, Walpar, Convert, and Torrent acquisitions. In aggregate, these acquisitions did not contribute net earnings to the Company's consolidated 2019 results. The proforma effect of these acquisitions on the second quarter and first half of 2019 and 2018 is as follows:

| Thirteen weeks ended June 29, 2019 | Thirteen weeks ended June 30, 2018 | Twenty-six weeks ended June 29, 2019 | Twenty-six weeks ended June 30, 2018
Net sales | $ | 700,871 |  | $ | 697,764 |  | $ | 1,395,429 |  | $ | 1,416,676 |
Net earnings | 41,397 |  | 35,167 |  | 78,116 |  | 74,758 |
Earnings per share-diluted | 1.90 |  | 1.56 |  | 3.57 |  | 3.30 |

16

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(2) ACQUISITIONS (Continued)
Acquisitions of Noncontrolling Interests
In April 2019, the Company acquired the remaining 4.8% of Valmont SM that it did not own for $4,763. In March 2018, the Company acquired the remaining 10% of Valmont Industria e Commercio Ltda. that it did not own for $5,510. As these transactions were for the acquisition of all of the remaining shares of a consolidated subsidiary with no change in control, they were recorded within shareholders' equity and as a financing activity in the Consolidated Statements of Cash Flows.
(3) DIVESTITURE
On April 30, 2018, the Company completed the sale of Donhad, its grinding media business in Australia, reported in the Other segment. The business was sold because it did not fit the long-term strategic plans for the Company. The grinding media business historical annual sales, operating profit, and net assets are not significant for discontinued operations presentation. The grinding media business had an operating loss of $334 and $913 for the thirteen and twenty-six weeks ended June 30, 2018. The Company received Australian $82,500 (U.S. $62,518) in proceeds from the sale.
The pre-tax loss recorded during the second quarter of 2018 from the divestiture is reported in other income (expense). The loss is comprised of the proceeds from buyer, less deal-related costs, less the net assets of the business which resulted in a gain of $4,334. Offsetting this amount is a $(10,418) realized loss on foreign exchange translation adjustments and net investment hedges previously reported in shareholders' equity.

Pre-tax gain from divestiture, before recognition of currency translation loss | $ | 4,334 |
Recognition of cumulative currency translation loss and hedges (out of OCI) | (10,418 | )
Net pre-tax loss from divestiture of the grinding media business | $ | (6,084 | )

The transaction did not result in a taxable capital gain as the cash proceeds were less than the tax carrying value of the business. There is an insignificant tax benefit from the tax deductibility of deal related expenses.
17

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(4) RESTRUCTURING ACTIVITIES
During 2018, the Company executed certain regional restructuring activities (the "2018 Plan") primarily in the ESS and Utility segments to transform its operational business model including exiting certain local markets. During the full year of 2018, the Company incurred $18,380 of cost of sales and $15,651 of selling, general, and administrative expense for the 2018 Plan. In connection with exiting certain local markets as a result of the 2018 Plan, the Company also recorded $7,944 of impairments of current and other assets during fiscal 2018, primarily inventory.
The following pre-tax expense were recognized during the second quarter of 2018:

|  | ESS |  | Utility |  | Corporate |  | Total
Severance |  | $ | 1,603 |  |  | $ | 515 |  |  | $ | — |  |  | $ | 2,118 |
Other cash restructuring expenses |  | 152 |  |  | 959 |  |  | — |  |  | 1,111 |
Asset impairments/net loss on disposals |  | 1,261 |  |  | — |  |  | — |  |  | 1,261 |
Total cost of sales |  | 3,016 |  |  | 1,474 |  |  | — |  |  | 4,490 |
Severance |  | 1,533 |  |  | — |  |  | — |  |  | 1,533 |
Other cash restructuring expenses |  | 485 |  |  | — |  |  | 126 |  |  | 611 |
Asset impairments/net loss on disposals |  | 385 |  |  | — |  |  | — |  |  | 385 |
Total selling, general and administrative expenses |  | 2,403 |  |  | — |  |  | 126 |  |  | 2,529 |
Consolidated total |  | $ | 5,419 |  |  | $ | 1,474 |  |  | $ | 126 |  |  | $ | 7,019 |

Liabilities recorded for the restructuring plans and changes therein for the first twenty-six week of 2019 were as follows:

|  | Balance at December 29, 2018 |  | Recognized Restructuring Expense |  | Costs Paid or Otherwise Settled |  | Balance at June 29, 2019
Severance |  | $ | 6,594 |  |  | $ | — |  |  | $ | (2,885 | ) |  | $ | 3,709 |
Other cash restructuring expenses |  | 3,462 |  |  | — |  |  | (1,858 | ) |  | 1,604 |
Total |  | $ | 10,056 |  |  | $ | — |  |  | $ | (4,743 | ) |  | $ | 5,313 |

18

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(5) GOODWILL AND INTANGIBLE ASSETS
Amortized Intangible Assets
The components of amortized intangible assets at June 29, 2019 and December 29, 2018 were as follows:

| June 29, 2019
| Gross Carrying Amount |  | Accumulated Amortization |  | Weighted Average Life
Customer Relationships | $ | 241,076 |  |  | $ | 140,674 |  |  | 13 years
Patents & Proprietary Technology | 23,619 |  |  | 5,624 |  |  | 14 years
Other | 7,644 |  |  | 6,667 |  |  | 5 years
| $ | 272,339 |  |  | $ | 152,965 |  |  |

| December 29, 2018
| Gross Carrying Amount |  | Accumulated Amortization |  | Weighted Average Life
Customer Relationships | $ | 219,508 |  |  | $ | 132,180 |  |  | 13 years
Patents & Proprietary Technology | 23,662 |  |  | 4,837 |  |  | 14 years
Other | 7,971 |  |  | 6,891 |  |  | 5 years
| $ | 251,141 |  |  | $ | 143,908 |  |  |

Amortization expense for intangible assets for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018, respectively was as follows:

Thirteen Weeks Ended |  | Twenty-six Weeks Ended
2019 |  | 2018 |  | 2019 |  | 2018
$ | 4,632 |  |  | $ | 3,572 |  |  | $ | 9,022 |  |  | $ | 7,455 |

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

| Estimated Amortization Expense
2019 | $ | 17,226 |
2020 | 17,004 |
2021 | 15,503 |
2022 | 13,356 |
2023 | 11,610 |

The useful lives assigned to finite‑lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset.
19

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(5) GOODWILL AND INTANGIBLE ASSETS (Continued)
Non-amortized intangible assets
Intangible assets with indefinite lives are not amortized and consist solely of trade names. The carrying value of trade names at June 29, 2019 and December 29, 2018 are as follows:

| June 29, 2019 |  | December 29, 2018 |  | Year Acquired
Newmark | $ | 11,111 |  |  | $ | 11,111 |  |  | 2004
Webforge | 8,872 |  |  | 8,872 |  |  | 2010
Convert Italia S.p.A | 8,526 |  |  | 8,580 |  |  | 2018
Valmont SM | 8,108 |  |  | 8,155 |  |  | 2014
Ingal EPS/Ingal Civil Products | 7,233 |  |  | 7,233 |  |  | 2010
Walpar | 4,300 |  |  | 4,300 |  |  | 2018
Shakespeare | 4,000 |  |  | 4,000 |  |  | 2014
Other | 17,490 |  |  | 16,472 |  |  |
| $ | 69,640 |  |  | $ | 68,723 |  |  |

In its determination of these intangible assets as indefinite‑lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.
The Company’s trade names were tested for impairment in the third quarter of 2018. The values of each trade name was determined using the relief-from-royalty method. Based on this evaluation, the value of the offshore and other complex steel structures (Valmont SM) trade name was deemed to be impaired and the Company recorded a charge of $1,425 in the third quarter of 2018. No other trade names were determined to be impaired.
Goodwill
The carrying amount of goodwill by segment as of June 29, 2019 and December 29, 2018 was as follows:

| Engineered Support Structures Segment |  | Utility Support Structures Segment |  | Coatings Segment |  | Irrigation Segment |  | Total
Gross Balance December 29, 2018 | $ | 204,735 |  |  | $ | 123,618 |  |  | $ | 80,937 |  |  | $ | 25,164 |  |  | $ | 434,454 |
Accumulated impairment losses | (18,670 | ) |  | (14,355 | ) |  | (16,222 | ) |  | — |  |  | (49,247 | )
Balance at December 29, 2018 | 186,065 |  |  | 109,263 |  |  | 64,715 |  |  | 25,164 |  |  | 385,207 |
Acquisitions | 18,677 |  |  | 7,889 |  |  | 11,715 |  |  | — |  |  | 38,281 |
Foreign currency translation | 431 |  |  | (170 | ) |  | 370 |  |  | 69 |  |  | 700 |
Balance at June 29, 2019 | $ | 205,173 |  |  | $ | 116,982 |  |  | $ | 76,800 |  |  | $ | 25,233 |  |  | $ | 424,188 |

20

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(5) GOODWILL AND INTANGIBLE ASSETS (Continued)
The Company’s annual impairment test of goodwill was performed during the third quarter of 2018, using the discounted cash flow method. The Company previously highlighted significant, adverse challenges in the wind energy market in Northern Europe that impacts our offshore and other complex steel structures business. A lack of protective tariffs has led to an extremely competitive environment in that region. Lower near-term financial projections and an approximately 15% decline in the undiscounted terminal value, when compared to the 2017 annual impairment test, is a result of challenging onshore wind and energy transmission structures pricing that is difficult to predict when it will recover. This resulted in an estimated fair value of the offshore and other complex steel structures reporting unit below the Company’s investment in this business. As a result, a goodwill impairment was recorded in the third quarter of 2018 totaling $14,355, which represents all of the goodwill of the offshore and other complex steel reporting unit.
For the remaining reporting units, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values.
(6) 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 twenty-six weeks ended June 29, 2019 and June 30, 2018 were as follows:

| 2019 |  | 2018
Interest | $ | 19,411 |  |  | $ | 19,448 |
Income taxes | 24,529 |  |  | 22,796 |

21

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(7) EARNINGS PER SHARE
The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

| Basic EPS |  | Dilutive Effect of Stock Options |  | Diluted EPS
Thirteen weeks ended June 29, 2019: |  |  |  |  |
Net earnings attributable to Valmont Industries, Inc. | $ | 41,397 |  |  | $ | — |  |  | $ | 41,397 |
Weighted average shares outstanding (000's) | 21,734 |  |  | 97 |  |  | 21,831 |
Per share amount | $ | 1.90 |  |  | $ | — |  |  | $ | 1.90 |
Thirteen weeks ended June 30, 2018: |  |  |  |  |
Net earnings attributable to Valmont Industries, Inc. | $ | 32,960 |  |  | $ | — |  |  | $ | 32,960 |
Weighted average shares outstanding (000's) | 22,438 |  |  | 135 |  |  | 22,573 |
Per share amount | $ | 1.47 |  |  | $ | (0.01 | ) |  | $ | 1.46 |
Twenty-six weeks ended June 29, 2019 |  |  |  |  |
Net earnings attributable to Valmont Industries, Inc. | $ | 77,878 |  |  | $ | — |  |  | $ | 77,878 |
Weighted average shares outstanding (000's) | 21,810 |  |  | 87 |  |  | 21,897 |
Per share amount | $ | 3.57 |  |  | $ | (0.01 | ) |  | $ | 3.56 |
Twenty-six Weeks Ended June 30, 2018: |  |  |  |  |
Net earnings attributable to Valmont Industries, Inc. | $ | 72,241 |  |  | $ | — |  |  | $ | 72,241 |
Weighted average shares outstanding (000's) | 22,523 |  |  | 161 |  |  | 22,684 |
Per share amount | $ | 3.21 |  |  | $ | (0.03 | ) |  | $ | 3.18 |

At June 29, 2019 and June 30, 2018, there were 297,170 and 145,105 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively.
22

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(8) HEDGING ACTIVITIES
The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries. Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments. Some derivative financial instruments are marked to market and recorded in the Company's consolidated statements of earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments have credit and market risk. The Company manages these risks of derivative instruments by monitoring limits as to the types and degree of risk that can be taken, and by entering into transactions with counterparties who are recognized, stable multinational banks.
Fair value of derivative instruments at June 29, 2019 and December 29, 2018 are as follows:

Derivatives designated as hedging instruments: | Balance sheet location |  | June 29, 2019 |  | December 29, 2018
Commodity forward contracts | Prepaid expenses and other assets |  | $ | — |  |  | $ | (285 | )
Commodity forward contracts | Accrued expenses |  | (1,030 | ) |  | — |
Foreign currency forward contracts | Prepaid expenses and other assets |  | 1,372 |  |  | 8,357 |
Cross currency swap contracts | Prepaid expenses and other assets |  | 661 |  |  | 1,075 |
Cross currency swap contracts | Accrued expenses |  | (4,216 | ) |  | — |
|  |  | $ | (3,213 | ) |  | $ | 9,147 |

Gains (losses) on derivatives recognized in the condensed consolidated statements of earnings for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018 are as follows:

|  |  | Thirteen Weeks Ended |  | Twenty-six weeks ended
| Statements of earnings location |  | June 29, 2019 |  | June 30, 2018 |  | June 29, 2019 |  | June 30, 2018
Commodity forward contracts | Product cost of sales |  | $ | (96 | ) |  | $ | — |  |  | $ | (96 | ) |  | $ | — |
Foreign currency forward contracts | Other income (expenses) |  | 152 |  |  | — |  |  | 704 |  |  | — |
Foreign currency forward contracts | Loss from divestiture of grinding media business |  | $ | — |  |  | (1,215 | ) |  | — |  |  | (1,215 | )
Interest rate hedges | Interest expense |  | (16 | ) |  | 25 |  |  | (32 | ) |  | 44 |
Cross currency swap contracts | Interest expense |  | 674 |  |  | — |  |  | 1,327 |  |  | — |
|  |  | $ | 714 |  |  | $ | (1,190 | ) |  | $ | 1,903 |  |  | $ | (1,171 | )

Cash Flow Hedges
In 2019 and 2018, the Company entered into steel hot rolled coil (HRC) forward contracts that qualified as a cash flow hedge of the variability in cash flows attributable to future steel purchases. In 2019, the forward contracts had a notional amount of $12,128 for the purchase of 3,500 short tons for each month from May 2019 to September 2019. In 2018, the forward contracts entered into had a notional amount of $8,469 for the purchase of 3,500 short tons for each month from July 2018 to September 2018 and a notional amount of $15,563 for the purchase of 6,500 short tons for each month from October 2018 to December 2018. The gain/(loss) realized upon settlement is recorded in product cost of sales in the condensed consolidated statements of earnings over average inventory turns. The forward contracts were closed out in the third quarter of 2019.
23

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(8) HEDGING ACTIVITIES (Continued)
On June 19, 2018, the Company issued and sold $200,000 aggregate principal amount of the Company’s 5.00% senior notes due 2044 and $55,000 aggregate principal amount of the Company’s 5.25% senior notes due 2054. During the second quarter of 2018, the Company executed contracts to hedge the risk of potential fluctuations in the treasury rates on the 2044 Notes and 2054 Notes which would change the amount of net proceeds received from the debt offering. These contracts had a combined notional amount of $175,000. On June 8, 2018, these contracts were settled with the Company paying $2,467 to the counterparties which was recorded in Other Comprehensive Income ("OCI") and will be amortized as an increase to interest expense over the term of the debt. Due to the retirement of the 2020 bonds in July 2018, the Company wrote off the remaining $411 unamortized loss on the related cash flow hedge.
Net Investment Hedges
In the second quarter of 2019, all net investment hedges incepted in 2018 were early settled and the Company received proceeds of $11,184, which will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries.
In the second quarter of 2019, the Company entered into a new foreign currency forward contract to mitigate foreign currency risk of the Company's investment in its Australian dollar denominated businesses. The forward contract, which qualifies as a net investment hedge, has a maturity date of April 2021 and a notional amount to sell Australian dollars to receive $100,000. The Australian dollar forward contract effectiveness was assessed under the spot method with forward points excluded totaling $881, which the Company has elected to amortize in other income (expense) in the condensed consolidated statements of earnings using the straight-line method over the remaining term of the contract.
In the second quarter of 2019, the Company entered into two new fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on a portion of its 5.00% senior unsecured notes due 2044 for Danish krone (DKK) and Euro denominated payments. The CCS were entered into in order to mitigate foreign currency risk on the Company's Euro and DKK investments and to reduce interest expense. Interest is exchanged twice per year on April 1 and October 1.
Key terms of the two CCS are as follows:

Currency | Notional Amount | Termination Date | Swapped Interest Rate | Set Settlement Amount
Danish Krone, DKK | $ | 50,000 |  | April 1, 2024 | 2.68% | DKK 333,625
Euro | $ | 80,000 |  | April 1, 2024 | 2.825% | €71,550

The Company designated the full notional amount of the two CCS ($130,000) as a hedge of the net investment in certain Danish and European subsidiaries under the spot method, with all changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation within OCI, and will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS.
24

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(9) LEASES
The Company has operating leases for plant locations, corporate offices, sales offices, and certain equipment. Outstanding leases at June 29, 2019 have remaining lease terms of one year to fifteen years, some of which include options to extend leases for up to five years. The Company does not have any financing leases. The Company elected practical expedients not to reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, to use hindsight in determining the lease term and in assessing impairment of the right-of-use asset, and to not separate lease and non-lease components for all classes of underlying assets.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, accrued expenses, and operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make future lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on information available at the date of adoption in determining the present value of future lease payments. The operating lease ROU asset also includes any lease payments made and excludes any lease incentives and impairments. Some of the Company's facility leases include options to extend the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.
Lease cost and other information related to the Company's operating leases are as follows:

| Thirteen weeks ended June 29, 2019 |  | Twenty-six weeks ended June 29, 2019
Operating lease cost | $ | 5,174 |  |  | $ | 10,469 |
Short-term lease cost | 669 |  |  | 1,269 |
Total lease cost | $ | 5,843 |  |  | $ | 11,738 |
Operating cash outflows from operating leases | $ | 5,421 |  |  | $ | 11,467 |
ROU assets obtained in exchange for lease obligations | $ | 1,195 |  |  | $ | 2,431 |
Weighted average remaining lease term | 10 years |  |  | 10 years |
Weighted average discount rate | 3.9 | % |  | 3.9 | %

As part of the adoption of ASC 842, the Company evaluated at the historical and projected cash flow generation of the operations at each of its long-term leased facilities. One of those facilities, a galvanizing operation in Melbourne, Australia, will not generate sufficient cash flows on an undiscounted cash flow basis to recover the carrying value of the right of use asset. The Company then estimated a value for this operation using a discounted cash flow model. The result was an impairment of the right-of-use lease asset of approximately $12,063. The after-tax balance of $8,444 was recorded as a reduction to retained earnings for the transition adjustment of adoption.
25

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(9) LEASES (Continued)
Supplemental balance sheet information related to operating leases for the second quarter of 2019 is as follows:

| Classification | June 29, 2019
Operating lease assets | Other assets | $ | 87,562 |
Operating lease short-term liabilities | Accrued expenses | 15,567 |
Operating lease long-term liabilities | Operating lease liabilities | 85,176 |
Total lease liabilities |  | $ | 100,743 |

Minimum lease payments under operating leases expiring subsequent to June 29, 2019 are as follows:

Fiscal year ending: |
2019 (excluding the six months ended June 29, 2019) | $ | 10,023 |
2020 | 18,035 |
2021 | 14,778 |
2022 | 11,981 |
2023 | 9,100 |
Subsequent | 59,448 |
Total minimum lease payments | $ | 123,365 |
Less: Interest | $ | 22,622 |
Present value of minimum lease payments | $ | 100,743 |

The below table as of December 29, 2018 is carried forward, including certain amounts that were historically included in the table as a result of the historical lease term conclusions but were not included in the initial ROU asset and lease liability measurement as of December 30, 2018 due to the Company's election of the hindsight practical expedient. The Company also determined one of its leases with escalating rent payments should be expensed using the straight-line method over a longer term and the result was an additional reduction to retained earnings of $442 for a transition adjustment. Minimum lease payments for operating leases under ASC 840 expiring subsequent to December 29, 2018 are as follows:

Fiscal year ending: |
2019 | $ | 18,757 |
2020 | 16,830 |
2021 | 13,992 |
2022 | 11,932 |
2023 | 8,866 |
Subsequent | 76,438 |
Total minimum lease payments | $ | 146,815 |

26

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(10) BUSINESS SEGMENTS
The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service‑related expenses that are allocated to business units generally on the basis of employee headcounts.
Reportable segments are as follows:
ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture of engineered metal and composite poles, towers, and components for global lighting, traffic, and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products;
UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for the global utility transmission, distribution, and generation applications, renewable energy generation equipment, and inspection services;
COATINGS: This segment consists of galvanizing, painting, and anodizing services; and
IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment, parts, services, tubular products, water management solutions, and technology for precision agriculture.
In addition to these four reportable segments, the Company had other businesses and activities that individually are not more than 10% of consolidated sales, operating income or assets. This includes the manufacture of forged steel grinding media for the mining industry and is reported in the "Other" category until its divestiture in 2018.
The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate LIFO expense, interest expense, non-operating income and deductions, or income taxes to its business segments.
27

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(10) BUSINESS SEGMENTS (Continued)
Summary by Business

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| June 29, 2019 |  | June 30, 2018 |  | June 29, 2019 |  | June 30, 2018
SALES: |  |  |  |  |  |  |
Engineered Support Structures segment: |  |  |  |  |  |  |
Lighting, Traffic, and Highway Safety Products | $ | 181,575 |  |  | $ | 178,930 |  |  | $ | 338,759 |  |  | $ | 339,374 |
Communication Products | 47,454 |  |  | 39,592 |  |  | 90,319 |  |  | 73,705 |
Access Systems | 29,719 |  |  | 32,189 |  |  | 59,958 |  |  | 62,586 |
Engineered Support Structures segment | 258,748 |  |  | 250,711 |  |  | 489,036 |  |  | 475,665 |
Utility Support Structures segment: |  |  |  |  |  |  |
Steel | 147,116 |  |  | 146,117 |  |  | 306,876 |  |  | 310,100 |
Concrete | 30,560 |  |  | 30,185 |  |  | 60,404 |  |  | 53,847 |
Engineered Solar Tracker Solutions | 9,932 |  |  | — |  |  | 40,224 |  |  | — |
Offshore and Other Complex Steel Structures | 22,221 |  |  | 21,417 |  |  | 46,247 |  |  | 43,634 |
Utility Support Structures segment | 209,829 |  |  | 197,719 |  |  | 453,751 |  |  | 407,581 |
Coatings segment | 98,406 |  |  | 91,572 |  |  | 185,185 |  |  | 176,519 |
Irrigation segment: |  |  |  |  |  |  |  |  |  |  |
North America | 102,810 |  |  | 113,865 |  |  | 211,287 |  |  | 223,719 |
International | 52,375 |  |  | 49,071 |  |  | 96,714 |  |  | 127,170 |
Irrigation segment | 155,185 |  |  | 162,936 |  |  | 308,001 |  |  | 350,889 |
Other | — |  |  | 4,681 |  |  | — |  |  | 23,080 |
Total | 722,168 |  |  | 707,619 |  |  | 1,435,973 |  |  | 1,433,734 |
INTERSEGMENT SALES: |  |  |  |  |  |  |
Engineered Support Structures segment | 1,183 |  |  | 4,670 |  |  | 3,502 |  |  | 13,708 |
Utility Support Structures segment | 820 |  |  | 1,188 |  |  | 1,484 |  |  | 1,191 |
Coatings segment | 17,317 |  |  | 17,033 |  |  | 33,865 |  |  | 33,522 |
Irrigation segment | 1,977 |  |  | 2,323 |  |  | 4,112 |  |  | 4,224 |
Total | 21,297 |  |  | 25,214 |  |  | 42,963 |  |  | 52,645 |
NET SALES: |  |  |  |  |  |  |
Engineered Support Structures segment | 257,565 |  |  | 246,041 |  |  | 485,534 |  |  | 461,957 |
Utility Support Structures segment | 209,009 |  |  | 196,531 |  |  | 452,267 |  |  | 406,390 |
Coatings segment | 81,089 |  |  | 74,539 |  |  | 151,320 |  |  | 142,997 |
Irrigation segment | 153,208 |  |  | 160,613 |  |  | 303,889 |  |  | 346,665 |
Other | — |  |  | 4,681 |  |  | — |  |  | 23,080 |
Total | $ | 700,871 |  |  | $ | 682,405 |  |  | $ | 1,393,010 |  |  | $ | 1,381,089 |
OPERATING INCOME: |  |  |  |  |  |  |
Engineered Support Structures segment | $ | 20,882 |  |  | $ | 12,965 |  |  | $ | 33,327 |  |  | $ | 19,912 |
Utility Support Structures segment | 16,033 |  |  | 20,841 |  |  | 41,081 |  |  | 44,208 |
Coatings segment | 15,032 |  |  | 14,868 |  |  | 25,172 |  |  | 26,735 |
Irrigation segment | 21,530 |  |  | 27,728 |  |  | 41,664 |  |  | 61,615 |
Other | — |  |  | (334 | ) |  | — |  |  | (913 | )
Adjustment to LIFO inventory valuation method | 2,238 |  |  | (1,651 | ) |  | 2,740 |  |  | (2,732 | )
Corporate | (12,003 | ) |  | (10,747 | ) |  | (25,168 | ) |  | (21,195 | )
Total | $ | 63,712 |  |  | $ | 63,670 |  |  | $ | 118,816 |  |  | $ | 127,630 |

28

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION
The Company has two 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.
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 June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 313,973 |  |  | $ | 138,151 |  |  | $ | 316,517 |  |  | $ | (67,770 | ) |  | $ | 700,871 |
Cost of sales | 226,017 |  |  | 107,331 |  |  | 254,331 |  |  | (67,222 | ) |  | 520,457 |
Gross profit | 87,956 |  |  | 30,820 |  |  | 62,186 |  |  | (548 | ) |  | 180,414 |
Selling, general and administrative expenses | 49,788 |  |  | 18,867 |  |  | 48,047 |  |  | — |  |  | 116,702 |
Operating income | 38,168 |  |  | 11,953 |  |  | 14,139 |  |  | (548 | ) |  | 63,712 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (9,584 | ) |  | (2,498 | ) |  | (534 | ) |  | 2,499 |  |  | (10,117 | )
Interest income | 342 |  |  | 18 |  |  | 3,175 |  |  | (2,499 | ) |  | 1,036 |
Other | 1,878 |  |  | 11 |  |  | (213 | ) |  | — |  |  | 1,676 |
| (7,364 | ) |  | (2,469 | ) |  | 2,428 |  |  | — |  |  | (7,405 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 30,804 |  |  | 9,484 |  |  | 16,567 |  |  | (548 | ) |  | 56,307 |
Income tax expense (benefit) | 7,310 |  |  | 1,907 |  |  | 4,791 |  |  | (47 | ) |  | 13,961 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 23,494 |  |  | 7,577 |  |  | 11,776 |  |  | (501 | ) |  | 42,346 |
Equity in earnings of nonconsolidated subsidiaries | 17,903 |  |  | 2,882 |  |  | — |  |  | (20,785 | ) |  | — |
Net earnings | 41,397 |  |  | 10,459 |  |  | 11,776 |  |  | (21,286 | ) |  | 42,346 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (949 | ) |  | — |  |  | (949 | )
Net earnings attributable to Valmont Industries, Inc. | $ | 41,397 |  |  | $ | 10,459 |  |  | $ | 10,827 |  |  | $ | (21,286 | ) |  | $ | 41,397 |

29

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six Weeks Ended June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 612,975 |  |  | $ | 277,658 |  |  | $ | 628,808 |  |  | $ | (126,431 | ) |  | $ | 1,393,010 |
Cost of sales | 451,144 |  |  | 210,643 |  |  | 511,938 |  |  | (126,258 | ) |  | 1,047,467 |
Gross profit | 161,831 |  |  | 67,015 |  |  | 116,870 |  |  | (173 | ) |  | 345,543 |
Selling, general and administrative expenses | 107,634 |  |  | 25,976 |  |  | 93,117 |  |  | — |  |  | 226,727 |
Operating income | 54,197 |  |  | 41,039 |  |  | 23,753 |  |  | (173 | ) |  | 118,816 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (19,167 | ) |  | (6,039 | ) |  | (829 | ) |  | 6,040 |  |  | (19,995 | )
Interest income | 453 |  |  | 30 |  |  | 7,403 |  |  | (6,040 | ) |  | 1,846 |
Other | 5,415 |  |  | 21 |  |  | 86 |  |  | — |  |  | 5,522 |
| (13,299 | ) |  | (5,988 | ) |  | 6,660 |  |  | — |  |  | (12,627 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 40,898 |  |  | 35,051 |  |  | 30,413 |  |  | (173 | ) |  | 106,189 |
Income tax expense (benefit) | 7,772 |  |  | 7,857 |  |  | 10,750 |  |  | 9 |  |  | 26,388 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 33,126 |  |  | 27,194 |  |  | 19,663 |  |  | (182 | ) |  | 79,801 |
Equity in earnings of nonconsolidated subsidiaries | 44,752 |  |  | 6,826 |  |  | — |  |  | (51,578 | ) |  | — |
Net earnings | 77,878 |  |  | 34,020 |  |  | 19,663 |  |  | (51,760 | ) |  | 79,801 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (1,923 | ) |  | — |  |  | (1,923 | )
Net earnings attributable to Valmont Industries, Inc. | $ | 77,878 |  |  | $ | 34,020 |  |  | $ | 17,740 |  |  | $ | (51,760 | ) |  | $ | 77,878 |

30

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended June 30, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 297,916 |  |  | $ | 133,563 |  |  | $ | 315,499 |  |  | $ | (64,573 | ) |  | $ | 682,405 |
Cost of sales | 220,677 |  |  | 98,649 |  |  | 252,185 |  |  | (64,105 | ) |  | 507,406 |
Gross profit | 77,239 |  |  | 34,914 |  |  | 63,314 |  |  | (468 | ) |  | 174,999 |
Selling, general and administrative expenses | 50,259 |  |  | 12,535 |  |  | 48,535 |  |  | — |  |  | 111,329 |
Operating income | 26,980 |  |  | 22,379 |  |  | 14,779 |  |  | (468 | ) |  | 63,670 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (11,396 | ) |  | (3,749 | ) |  | (395 | ) |  | 3,749 |  |  | (11,791 | )
Interest income | 305 |  |  | 5 |  |  | 4,885 |  |  | (3,749 | ) |  | 1,446 |
Loss from divestiture of grinding media business | (2,518 | ) |  | — |  |  | (3,566 | ) |  | — |  |  | (6,084 | )
Other | 616 |  |  | 14 |  |  | 1,214 |  |  | — |  |  | 1,844 |
| (12,993 | ) |  | (3,730 | ) |  | 2,138 |  |  | — |  |  | (14,585 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 13,987 |  |  | 18,649 |  |  | 16,917 |  |  | (468 | ) |  | 49,085 |
Income tax expense (benefit) | 2,318 |  |  | 4,851 |  |  | 7,285 |  |  | (49 | ) |  | 14,405 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 11,669 |  |  | 13,798 |  |  | 9,632 |  |  | (419 | ) |  | 34,680 |
Equity in earnings of nonconsolidated subsidiaries | 21,291 |  |  | 31,169 |  |  | — |  |  | (52,460 | ) |  | — |
Net earnings | 32,960 |  |  | 44,967 |  |  | 9,632 |  |  | (52,879 | ) |  | 34,680 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (1,720 | ) |  | — |  |  | (1,720 | )
Net earnings attributable to Valmont Industries, Inc. | $ | 32,960 |  |  | $ | 44,967 |  |  | $ | 7,912 |  |  | $ | (52,879 | ) |  | $ | 32,960 |

31

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six weeks ended June 30, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net sales | $ | 613,908 |  |  | $ | 254,734 |  |  | $ | 647,635 |  |  | $ | (135,188 | ) |  | $ | 1,381,089 |
Cost of sales | 456,273 |  |  | 193,108 |  |  | 523,901 |  |  | (136,432 | ) |  | 1,036,850 |
Gross profit | 157,635 |  |  | 61,626 |  |  | 123,734 |  |  | 1,244 |  |  | 344,239 |
Selling, general and administrative expenses | 96,790 |  |  | 24,452 |  |  | 95,367 |  |  | — |  |  | 216,609 |
Operating income | 60,845 |  |  | 37,174 |  |  | 28,367 |  |  | 1,244 |  |  | 127,630 |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (22,277 | ) |  | (7,629 | ) |  | (588 | ) |  | 7,629 |  |  | (22,865 | )
Interest income | 481 |  |  | 15 |  |  | 9,846 |  |  | (7,629 | ) |  | 2,713 |
Loss from divestiture of grinding media business | (2,518 | ) |  | — |  |  | (3,566 | ) |  | — |  |  | (6,084 | )
Other | 510 |  |  | 26 |  |  | 167 |  |  | — |  |  | 703 |
| (23,804 | ) |  | (7,588 | ) |  | 5,859 |  |  | — |  |  | (25,533 | )
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | 37,041 |  |  | 29,586 |  |  | 34,226 |  |  | 1,244 |  |  | 102,097 |
Income tax expense (benefit) | 10,678 |  |  | 7,528 |  |  | 8,643 |  |  | 88 |  |  | 26,937 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 26,363 |  |  | 22,058 |  |  | 25,583 |  |  | 1,156 |  |  | 75,160 |
Equity in earnings of nonconsolidated subsidiaries | 45,878 |  |  | 33,898 |  |  | — |  |  | (79,776 | ) |  | — |
Net earnings | 72,241 |  |  | 55,956 |  |  | 25,583 |  |  | (78,620 | ) |  | 75,160 |
Less: Earnings attributable to noncontrolling interests | — |  |  | — |  |  | (2,919 | ) |  | — |  |  | (2,919 | )
Net earnings attributable to Valmont Industries, Inc. | $ | 72,241 |  |  | $ | 55,956 |  |  | $ | 22,664 |  |  | $ | (78,620 | ) |  | $ | 72,241 |

32

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 41,397 |  |  | $ | 10,459 |  |  | $ | 11,776 |  |  | $ | (21,286 | ) |  | $ | 42,346 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (9,850 | ) |  | 10,899 |  |  | — |  |  | 1,049 |
Gain (loss) on hedging activities | (5,347 | ) |  | — |  |  | — |  |  | — |  |  | (5,347 | )
Equity in other comprehensive income | 1,015 |  |  | — |  |  | — |  |  | (1,015 | ) |  | — |
Other comprehensive income (loss) | (4,332 | ) |  | (9,850 | ) |  | 10,899 |  |  | (1,015 | ) |  | (4,298 | )
Comprehensive income (loss) | 37,065 |  |  | 609 |  |  | 22,675 |  |  | (22,301 | ) |  | 38,048 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | (983 | ) |  | — |  |  | (983 | )
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | 37,065 |  |  | $ | 609 |  |  | $ | 21,692 |  |  | $ | (22,301 | ) |  | $ | 37,065 |

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six weeks ended June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 77,878 |  |  | $ | 34,020 |  |  | $ | 19,663 |  |  | $ | (51,760 | ) |  | $ | 79,801 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (4,221 | ) |  | 7,536 |  |  | — |  |  | 3,315 |
Gain (loss) on hedging activities | (3,033 | ) |  | — |  |  | — |  |  | — |  |  | (3,033 | )
Equity in other comprehensive income | 3,146 |  |  | — |  |  | — |  |  | (3,146 | ) |  | — |
Other comprehensive income (loss) | 113 |  |  | (4,221 | ) |  | 7,536 |  |  | (3,146 | ) |  | 282 |
Comprehensive income (loss) | 77,991 |  |  | 29,799 |  |  | 27,199 |  |  | (54,906 | ) |  | 80,083 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | (2,092 | ) |  | — |  |  | (2,092 | )
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | 77,991 |  |  | $ | 29,799 |  |  | $ | 25,107 |  |  | $ | (54,906 | ) |  | $ | 77,991 |

33

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 30, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 32,960 |  |  | $ | 44,967 |  |  | $ | 9,632 |  |  | $ | (52,879 | ) |  | $ | 34,680 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | 6,513 |  |  | (53,466 | ) |  | — |  |  | (46,953 | )
Realized loss on divestiture of grinding media business recorded in earnings | — |  |  | — |  |  | 9,203 |  |  | — |  |  | 9,203 |
Gain (loss) on hedging activities | 2,607 |  |  | — |  |  | — |  |  | — |  |  | 2,607 |
Equity in other comprehensive income | (37,144 | ) |  | — |  |  | — |  |  | 37,144 |  |  | — |
Other comprehensive income (loss) | (34,537 | ) |  | 6,513 |  |  | (44,263 | ) |  | 37,144 |  |  | (35,143 | )
Comprehensive income (loss) | (1,577 | ) |  | 51,480 |  |  | (34,631 | ) |  | (15,735 | ) |  | (463 | )
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | (1,114 | ) |  | — |  |  | (1,114 | )
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | (1,577 | ) |  | $ | 51,480 |  |  | $ | (35,745 | ) |  | $ | (15,735 | ) |  | $ | (1,577 | )

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 30, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Net earnings | $ | 72,241 |  |  | $ | 55,956 |  |  | $ | 25,583 |  |  | $ | (78,620 | ) |  | $ | 75,160 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) | — |  |  | (2,167 | ) |  | (37,982 | ) |  | — |  |  | (40,149 | )
Realized loss on divestiture of grinding media business recorded in earnings | — |  |  | — |  |  | 9,203 |  |  | — |  |  | 9,203 |
Gain (loss) on hedging activities | 1,744 |  |  | — |  |  | — |  |  | — |  |  | 1,744 |
Equity in other comprehensive income | (33,888 | ) |  | — |  |  | — |  |  | 33,888 |  |  | — |
Other comprehensive income (loss) | (32,144 | ) |  | (2,167 | ) |  | (28,779 | ) |  | 33,888 |  |  | (29,202 | )
Comprehensive income (loss) | 40,097 |  |  | 53,789 |  |  | (3,196 | ) |  | (44,732 | ) |  | 45,958 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | (5,861 | ) |  | — |  |  | (5,861 | )
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ | 40,097 |  |  | $ | 53,789 |  |  | $ | (9,057 | ) |  | $ | (44,732 | ) |  | $ | 40,097 |

34

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 87,608 |  |  | $ | 5,615 |  |  | $ | 163,721 |  |  | $ | — |  |  | $ | 256,944 |
Receivables, net | 152,234 |  |  | 88,774 |  |  | 266,053 |  |  | — |  |  | 507,061 |
Inventories | 141,709 |  |  | 44,033 |  |  | 223,380 |  |  | (2,576 | ) |  | 406,546 |
Contract asset - costs and profits in excess of billings | 61,754 |  |  | 38,180 |  |  | 23,992 |  |  | — |  |  | 123,926 |
Prepaid expenses and other assets | 6,757 |  |  | 8,736 |  |  | 29,449 |  |  | — |  |  | 44,942 |
Refundable income taxes | 8,579 |  |  | — |  |  | — |  |  | — |  |  | 8,579 |
Total current assets | 458,641 |  |  | 185,338 |  |  | 706,595 |  |  | (2,576 | ) |  | 1,347,998 |
Property, plant and equipment, at cost | 601,146 |  |  | 192,902 |  |  | 431,790 |  |  | — |  |  | 1,225,838 |
Less accumulated depreciation and amortization | 405,799 |  |  | 98,864 |  |  | 177,618 |  |  | — |  |  | 682,281 |
Net property, plant and equipment | 195,347 |  |  | 94,038 |  |  | 254,172 |  |  | — |  |  | 543,557 |
Goodwill | 20,108 |  |  | 140,924 |  |  | 263,156 |  |  | — |  |  | 424,188 |
Other intangible assets | 49 |  |  | 47,206 |  |  | 141,759 |  |  | — |  |  | 189,014 |
Investment in subsidiaries and intercompany accounts | 1,359,065 |  |  | 1,097,380 |  |  | 840,064 |  |  | (3,296,509 | ) |  | — |
Other assets | 94,400 |  |  | 4,029 |  |  | 108,553 |  |  | — |  |  | 206,982 |
Total assets | $ | 2,127,610 |  |  | $ | 1,568,915 |  |  | $ | 2,314,299 |  |  | $ | (3,299,085 | ) |  | $ | 2,711,739 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current installments of long-term debt | $ | — |  |  | $ | — |  |  | $ | 774 |  |  | $ | — |  |  | $ | 774 |
Notes payable to banks | — |  |  | — |  |  | 20,375 |  |  | — |  |  | 20,375 |
Accounts payable | 67,877 |  |  | 21,285 |  |  | 138,975 |  |  | — |  |  | 228,137 |
Accrued employee compensation and benefits | 32,552 |  |  | 4,856 |  |  | 28,315 |  |  | — |  |  | 65,723 |
Accrued expenses | 101,998 |  |  | 11,746 |  |  | 61,328 |  |  | (909 | ) |  | 174,163 |
Dividends payable | 8,129 |  |  | — |  |  | — |  |  | — |  |  | 8,129 |
Total current liabilities | 210,556 |  |  | 37,887 |  |  | 249,767 |  |  | (909 | ) |  | 497,301 |
Deferred income taxes | 14,402 |  |  | — |  |  | 29,372 |  |  | — |  |  | 43,774 |
Long-term debt, excluding current installments | 734,265 |  |  | 124,233 |  |  | 31,293 |  |  | (124,233 | ) |  | 765,558 |
Defined benefit pension liability | — |  |  | — |  |  | 130,210 |  |  | — |  |  | 130,210 |
Other noncurrent liabilities | 86,645 |  |  | 3,214 |  |  | 58,023 |  |  | — |  |  | 147,882 |
Shareholders’ equity: |  |  |  |  |  |  |  |  |  |  |  |
Common stock of $1 par value | 27,900 |  |  | 457,950 |  |  | 648,957 |  |  | (1,106,907 | ) |  | 27,900 |
Additional paid-in capital | — |  |  | 162,906 |  |  | 1,107,536 |  |  | (1,270,442 | ) |  | — |
Retained earnings | 2,085,594 |  |  | 705,955 |  |  | 390,062 |  |  | (1,096,017 | ) |  | 2,085,594 |
Accumulated other comprehensive income (loss) | (303,072 | ) |  | 76,770 |  |  | (376,193 | ) |  | 299,423 |  |  | (303,072 | )
Treasury stock | (728,680 | ) |  | — |  |  | — |  |  | — |  |  | (728,680 | )
Total Valmont Industries, Inc. shareholders’ equity | 1,081,742 |  |  | 1,403,581 |  |  | 1,770,362 |  |  | (3,173,943 | ) |  | 1,081,742 |
Noncontrolling interest in consolidated subsidiaries | — |  |  | — |  |  | 45,272 |  |  | — |  |  | 45,272 |
Total shareholders’ equity | 1,081,742 |  |  | 1,403,581 |  |  | 1,815,634 |  |  | (3,173,943 | ) |  | 1,127,014 |
Total liabilities and shareholders’ equity | $ | 2,127,610 |  |  | $ | 1,568,915 |  |  | $ | 2,314,299 |  |  | $ | (3,299,085 | ) |  | $ | 2,711,739 |

35

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED BALANCE SHEETS
December 29, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 104,256 |  |  | $ | 5,518 |  |  | $ | 203,436 |  |  | $ | — |  |  | $ | 313,210 |
Receivables, net | 134,943 |  |  | 75,204 |  |  | 273,816 |  |  | — |  |  | 483,963 |
Inventories | 138,158 |  |  | 37,019 |  |  | 210,791 |  |  | (2,402 | ) |  | 383,566 |
Contract asset - costs and profits in excess of billings | 50,271 |  |  | 35,200 |  |  | 27,054 |  |  | — |  |  | 112,525 |
Prepaid expenses and other assets | 21,858 |  |  | 746 |  |  | 20,196 |  |  | — |  |  | 42,800 |
Refundable income taxes | 4,576 |  |  | — |  |  | — |  |  | — |  |  | 4,576 |
Total current assets | 454,062 |  |  | 153,687 |  |  | 735,293 |  |  | (2,402 | ) |  | 1,340,640 |
Property, plant and equipment, at cost | 579,046 |  |  | 172,050 |  |  | 409,769 |  |  | — |  |  | 1,160,865 |
Less accumulated depreciation and amortization | 390,438 |  |  | 93,374 |  |  | 163,061 |  |  | — |  |  | 646,873 |
Net property, plant and equipment | 188,608 |  |  | 78,676 |  |  | 246,708 |  |  | — |  |  | 513,992 |
Goodwill | 20,108 |  |  | 110,562 |  |  | 254,537 |  |  | — |  |  | 385,207 |
Other intangible assets | 76 |  |  | 27,452 |  |  | 148,428 |  |  | — |  |  | 175,956 |
Investment in subsidiaries and intercompany accounts | 1,286,545 |  |  | 1,161,612 |  |  | 932,982 |  |  | (3,381,139 | ) |  | — |
Other assets | 47,674 |  |  | — |  |  | 66,805 |  |  | — |  |  | 114,479 |
Total assets | $ | 1,997,073 |  |  | $ | 1,531,989 |  |  | $ | 2,384,753 |  |  | $ | (3,383,541 | ) |  | $ | 2,530,274 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current installments of long-term debt | $ | — |  |  | $ | — |  |  | $ | 779 |  |  | $ | — |  |  | $ | 779 |
Notes payable to banks | — |  |  | — |  |  | 10,678 |  |  | — |  |  | 10,678 |
Accounts payable | 68,304 |  |  | 21,081 |  |  | 128,730 |  |  | — |  |  | 218,115 |
Accrued employee compensation and benefits | 41,418 |  |  | 7,186 |  |  | 30,687 |  |  | — |  |  | 79,291 |
Accrued expenses | 25,936 |  |  | 10,132 |  |  | 55,874 |  |  | — |  |  | 91,942 |
Dividends payable | 8,230 |  |  | — |  |  | — |  |  | — |  |  | 8,230 |
Total current liabilities | 143,888 |  |  | 38,399 |  |  | 226,748 |  |  | — |  |  | 409,035 |
Deferred income taxes | 14,376 |  |  | — |  |  | 29,113 |  |  | — |  |  | 43,489 |
Long-term debt, excluding current installments | 733,964 |  |  | 166,729 |  |  | 7,858 |  |  | (166,729 | ) |  | 741,822 |
Defined benefit pension liability | — |  |  | — |  |  | 143,904 |  |  | — |  |  | 143,904 |
Other noncurrent liabilities | 45,083 |  |  | 620 |  |  | 10,798 |  |  | — |  |  | 56,501 |
Shareholders’ equity: |  |  |  |  |  |  |  |  |
Common stock of $1 par value | 27,900 |  |  | 457,950 |  |  | 648,682 |  |  | (1,106,632 | ) |  | 27,900 |
Additional paid-in capital | — |  |  | 162,906 |  |  | 1,107,536 |  |  | (1,270,442 | ) |  | — |
Retained earnings | 2,027,596 |  |  | 624,394 |  |  | 467,699 |  |  | (1,092,093 | ) |  | 2,027,596 |
Accumulated other comprehensive income | (303,185 | ) |  | 80,991 |  |  | (333,346 | ) |  | 252,355 |  |  | (303,185 | )
Treasury stock | (692,549 | ) |  | — |  |  | — |  |  | — |  |  | (692,549 | )
Total Valmont Industries, Inc. shareholders’ equity | 1,059,762 |  |  | 1,326,241 |  |  | 1,890,571 |  |  | (3,216,812 | ) |  | 1,059,762 |
Noncontrolling interest in consolidated subsidiaries | — |  |  | — |  |  | 75,761 |  |  | — |  |  | 75,761 |
Total shareholders’ equity | 1,059,762 |  |  | 1,326,241 |  |  | 1,966,332 |  |  | (3,216,812 | ) |  | 1,135,523 |
Total liabilities and shareholders’ equity | $ | 1,997,073 |  |  | $ | 1,531,989 |  |  | $ | 2,384,753 |  |  | $ | (3,383,541 | ) |  | $ | 2,530,274 |

36

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six weeks ended June 29, 2019

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net earnings | $ | 77,878 |  |  | $ | 34,020 |  |  | $ | 19,663 |  |  | $ | (51,760 | ) |  | $ | 79,801 |
Adjustments to reconcile net earnings to net cash flows from operations: |  |  |  |  |  |  |  |  |
Depreciation and amortization | 13,094 |  |  | 6,888 |  |  | 20,601 |  |  | — |  |  | 40,583 |
Noncash gain on trading securities | — |  |  | — |  |  | 28 |  |  | — |  |  | 28 |
Stock-based compensation | 6,370 |  |  | — |  |  | — |  |  | — |  |  | 6,370 |
Defined benefit pension plan benefit | — |  |  | — |  |  | (259 | ) |  | — |  |  | (259 | )
Contribution to defined benefit pension plan | — |  |  | — |  |  | (13,682 | ) |  | — |  |  | (13,682 | )
Loss (gain) on sale of property, plant and equipment | 132 |  |  | 44 |  |  | (454 | ) |  | — |  |  | (278 | )
Equity in earnings in nonconsolidated subsidiaries | (44,752 | ) |  | (6,826 | ) |  | — |  |  | 51,578 |  |  | — |
Deferred income taxes | 1,317 |  |  | — |  |  | 4,393 |  |  | — |  |  | 5,710 |
Changes in assets and liabilities: |  |  |  |  |  |  |  |  |
Net working capital | 15,058 |  |  | (29,557 | ) |  | 22,001 |  |  | 175 |  |  | 7,677 |
Other noncurrent liabilities | 3,596 |  |  | (5,461 | ) |  | (3,717 | ) |  | — |  |  | (5,582 | )
Income taxes payable (refundable) | (265 | ) |  | (1,819 | ) |  | (3,938 | ) |  | (909 | ) |  | (6,931 | )
Net cash flows from operating activities | 72,428 |  |  | (2,711 | ) |  | 44,636 |  |  | (916 | ) |  | 113,437 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property, plant and equipment | (26,526 | ) |  | (3,213 | ) |  | (19,571 | ) |  | — |  |  | (49,310 | )
Proceeds from sale of assets | 6 |  |  | 38 |  |  | 422 |  |  | — |  |  | 466 |
Acquisitions, net of cash acquired | — |  |  | (63,141 | ) |  | (18,700 | ) |  | — |  |  | (81,841 | )
Settlement of net investment hedge | 11,184 |  |  | — |  |  | — |  |  | — |  |  | 11,184 |
Other, net | (68,443 | ) |  | 64,103 |  |  | 7,317 |  |  | 916 |  |  | 3,893 |
Net cash flows from investing activities | (83,779 | ) |  | (2,213 | ) |  | (30,532 | ) |  | 916 |  |  | (115,608 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Proceeds from short-term agreements | — |  |  | — |  |  | 9,886 |  |  | — |  |  | 9,886 |
Proceeds from long-term borrowings | 31,000 |  |  | — |  |  | — |  |  | — |  |  | 31,000 |
Principal payments on long-term borrowings | (10,000 | ) |  | — |  |  | (386 | ) |  | — |  |  | (10,386 | )
Principal payments on long-term intercompany note | — |  |  | (42,574 | ) |  | 42,574 |  |  | — |  |  | — |
Dividends paid | (16,425 | ) |  | — |  |  | — |  |  | — |  |  | (16,425 | )
Dividends to noncontrolling interest | — |  |  | — |  |  | (4,459 | ) |  | — |  |  | (4,459 | )
Intercompany dividends | 63,650 |  |  | 47,541 |  |  | (111,191 | ) |  | — |  |  | — |
Purchase of noncontrolling interest | (22,805 | ) |  | — |  |  | (5,040 | ) |  | — |  |  | (27,845 | )
Intercompany capital contribution | (13,284 | ) |  | — |  |  | 13,284 |  |  | — |  |  | — |
Purchase of treasury shares | (38,350 | ) |  | — |  |  | — |  |  | — |  |  | (38,350 | )
Proceeds from exercises under stock plans | 1,744 |  |  | — |  |  | — |  |  | — |  |  | 1,744 |
Purchase of common treasury shares - stock plan exercises | (827 | ) |  | — |  |  | — |  |  | — |  |  | (827 | )
Net cash flows from financing activities | (5,297 | ) |  | 4,967 |  |  | (55,332 | ) |  | — |  |  | (55,662 | )
Effect of exchange rate changes on cash and cash equivalents | — |  |  | 54 |  |  | 1,513 |  |  | — |  |  | 1,567 |
Net change in cash and cash equivalents | (16,648 | ) |  | 97 |  |  | (39,715 | ) |  | — |  |  | (56,266 | )
Cash and cash equivalents—beginning of year | 104,256 |  |  | 5,518 |  |  | 203,436 |  |  | — |  |  | 313,210 |
Cash and cash equivalents—end of period | $ | 87,608 |  |  | $ | 5,615 |  |  | $ | 163,721 |  |  | $ | — |  |  | $ | 256,944 |

37

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
(11) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six weeks ended June 30, 2018

| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net earnings | $ | 72,241 |  |  | $ | 55,956 |  |  | $ | 25,583 |  |  | $ | (78,620 | ) |  | $ | 75,160 |
Adjustments to reconcile net earnings to net cash flows from operations: |  |  |  |  |  |  |  |  |
Depreciation and amortization | 12,871 |  |  | 7,063 |  |  | 21,723 |  |  | — |  |  | 41,657 |
Noncash loss on trading securities | — |  |  | — |  |  | 229 |  |  | — |  |  | 229 |
Impairment of property, plant and equipment | — |  |  | — |  |  | 2,791 |  |  | — |  |  | 2,791 |
Loss on divestiture of grinding media business | 2,518 |  |  | — |  |  | 3,566 |  |  | — |  |  | 6,084 |
Stock-based compensation | 5,374 |  |  | — |  |  | — |  |  | — |  |  | 5,374 |
Defined benefit pension plan expense | — |  |  | — |  |  | (1,159 | ) |  | — |  |  | (1,159 | )
Contribution to defined benefit pension plan | — |  |  | — |  |  | (731 | ) |  | — |  |  | (731 | )
Loss (gain) on sale of property, plant and equipment | 10 |  |  | (7 | ) |  | (290 | ) |  | — |  |  | (287 | )
Equity in earnings in nonconsolidated subsidiaries | (45,878 | ) |  | (33,898 | ) |  | — |  |  | 79,776 |  |  | — |
Deferred income taxes | 3,343 |  |  | 1,791 |  |  | (2,634 | ) |  | — |  |  | 2,500 |
Changes in assets and liabilities: |  |  |  |  |  |  |  |  |
Net working capital | (15,781 | ) |  | (43,990 | ) |  | (12,177 | ) |  | (1,244 | ) |  | (73,192 | )
Other noncurrent liabilities | 640 |  |  | — |  |  | (1,120 | ) |  | — |  |  | (480 | )
Income taxes payable (refundable) | (11,054 | ) |  | (843 | ) |  | 7,609 |  |  | — |  |  | (4,288 | )
Net cash flows from operating activities | 24,284 |  |  | (13,928 | ) |  | 43,390 |  |  | (88 | ) |  | 53,658 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property, plant and equipment | (10,051 | ) |  | (6,770 | ) |  | (14,995 | ) |  | — |  |  | (31,816 | )
Proceeds from sale of assets | 5 |  |  | 209 |  |  | 64,179 |  |  | — |  |  | 64,393 |
Acquisitions, net of cash acquired | — |  |  | — |  |  | (9,300 | ) |  | — |  |  | (9,300 | )
Settlement of net investment hedge | (1,621 | ) |  | — |  |  | — |  |  | — |  |  | (1,621 | )
Other, net | 6,335 |  |  | 13,752 |  |  | (17,771 | ) |  | 88 |  |  | 2,404 |
Net cash flows from investing activities | (5,332 | ) |  | 7,191 |  |  | 22,113 |  |  | 88 |  |  | 24,060 |
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Payments under short-term agreements | — |  |  | — |  |  | 130 |  |  | — |  |  | 130 |
Proceeds from long-term borrowings | 237,641 |  |  | — |  |  | — |  |  | — |  |  | 237,641 |
Principal payments on long-term borrowings | — |  |  | — |  |  | (495 | ) |  | — |  |  | (495 | )
Settlement of financial derivative | (2,467 | ) |  | — |  |  | — |  |  | — |  |  | (2,467 | )
Debt issuance costs | (2,322 | ) |  | — |  |  | — |  |  | — |  |  | (2,322 | )
Dividends paid | (17,003 | ) |  | — |  |  | — |  |  | — |  |  | (17,003 | )
Dividends to noncontrolling interest | — |  |  | — |  |  | (4,852 | ) |  | — |  |  | (4,852 | )
Intercompany dividends | 75,325 |  |  | 11,296 |  |  | (86,621 | ) |  | — |  |  | — |
Purchase of noncontrolling interest | — |  |  | — |  |  | (5,510 | ) |  | — |  |  | (5,510 | )
Purchase of treasury shares | (43,999 | ) |  | — |  |  | — |  |  | — |  |  | (43,999 | )
Intercompany capital contribution | (3,492 | ) |  | 3,492 |  |  | — |  |  | — |  |  | — |
Proceeds from exercises under stock plans | 5,711 |  |  | — |  |  | — |  |  | — |  |  | 5,711 |
Purchase of common treasury shares - stock plan exercises | (1,769 | ) |  | — |  |  | — |  |  | — |  |  | (1,769 | )
Net cash flows from financing activities | 247,625 |  |  | 14,788 |  |  | (97,348 | ) |  | — |  |  | 165,065 |
Effect of exchange rate changes on cash and cash equivalents | — |  |  | (657 | ) |  | (12,343 | ) |  | — |  |  | (13,000 | )
Net change in cash and cash equivalents | 266,577 |  |  | 7,394 |  |  | (44,188 | ) |  | — |  |  | 229,783 |
Cash and cash equivalents—beginning of year | 83,329 |  |  | 5,304 |  |  | 404,172 |  |  | — |  |  | 492,805 |
Cash and cash equivalents—end of period | $ | 349,906 |  |  | $ | 12,698 |  |  | $ | 359,984 |  |  | $ | — |  |  | $ | 722,588 |

38

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‑looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Management believes that these forward‑looking statements are based on reasonable assumptions. Many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward‑looking statements. These factors include, among other things, risk factors described from time to time in the Company’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.
This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2018. Segment net sales in the table below and elsewhere are presented net of intersegment sales. See Note 10 of our condensed consolidated financial statements for additional information on segment sales and intersegment sales.
39

Results of Operations (Dollars in millions, except per share amounts)

| Thirteen Weeks Ended |  | Twenty-six Weeks Ended
| June 29, 2019 |  | June 30, 2018 |  | % Incr. (Decr.) |  | June 29, 2019 |  | June 30, 2018 |  | % Incr. (Decr.)
Consolidated |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 700.9 |  |  | $ | 682.4 |  |  | 2.7 | % |  | $ | 1,393.0 |  |  | $ | 1,381.1 |  |  | 0.9 | %
Gross profit | 180.4 |  |  | 175.0 |  |  | 3.1 | % |  | 345.5 |  |  | 344.2 |  |  | 0.4 | %
as a percent of sales | 25.7 | % |  | 25.6 | % |  |  |  | 24.8 | % |  | 24.9 | % |  |
SG&A expense | 116.7 |  |  | 111.3 |  |  | 4.9 | % |  | 226.7 |  |  | 216.6 |  |  | 4.7 | %
as a percent of sales | 16.7 | % |  | 16.3 | % |  |  |  | 16.3 | % |  | 15.7 | % |  |
Operating income | 63.7 |  |  | 63.7 |  |  | — | % |  | 118.8 |  |  | 127.6 |  |  | (6.9 | )%
as a percent of sales | 9.1 | % |  | 9.3 | % |  |  |  | 8.5 | % |  | 9.2 | % |  |
Net interest expense | 9.1 |  |  | 10.3 |  |  | (11.7 | )% |  | (18.1 | ) |  | (20.2 | ) |  | (10.4 | )%
Effective tax rate | 24.8 | % |  | 29.3 | % |  |  |  | 24.9 | % |  | 26.4 | % |  |
Net earnings | $ | 41.4 |  |  | $ | 33.0 |  |  | 25.5 | % |  | $ | 77.9 |  |  | $ | 72.2 |  |  | 7.9 | %
Diluted earnings per share | $ | 1.90 |  |  | $ | 1.46 |  |  | 30.1 | % |  | $ | 3.56 |  |  | $ | 3.18 |  |  | 11.9 | %
Engineered Support Structures (ESS) |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 257.5 |  |  | $ | 246.0 |  |  | 4.7 | % |  | $ | 485.5 |  |  | $ | 461.9 |  |  | 5.1 | %
Gross profit | 63.5 |  |  | 56.9 |  |  | 11.6 | % |  | 115.4 |  |  | 106.2 |  |  | 8.7 | %
SG&A expense | 42.7 |  |  | 43.9 |  |  | (2.7 | )% |  | 82.1 |  |  | 86.3 |  |  | (4.9 | )%
Operating income | 20.8 |  |  | 13.0 |  |  | 60.0 | % |  | 33.3 |  |  | 19.9 |  |  | 67.3 | %
Utility Support Structures (Utility) |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 209.1 |  |  | $ | 196.5 |  |  | 6.4 | % |  | $ | 452.3 |  |  | $ | 406.4 |  |  | 11.3 | %
Gross profit | 40.9 |  |  | 42.3 |  |  | (3.3 | )% |  | 89.6 |  |  | 85.9 |  |  | 4.3 | %
SG&A expense | 24.9 |  |  | 21.4 |  |  | 16.4 | % |  | 48.5 |  |  | 41.7 |  |  | 16.3 | %
Operating income | 16.0 |  |  | 20.9 |  |  | (23.4 | )% |  | 41.1 |  |  | 44.2 |  |  | (7.0 | )%
Coatings |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 81.1 |  |  | $ | 74.5 |  |  | 8.9 | % |  | $ | 151.3 |  |  | $ | 143.0 |  |  | 5.8 | %
Gross profit | 27.1 |  |  | 24.2 |  |  | 12.0 | % |  | 47.7 |  |  | 44.8 |  |  | 6.5 | %
SG&A expense | 12.0 |  |  | 9.4 |  |  | 27.7 | % |  | 22.5 |  |  | 18.1 |  |  | 24.3 | %
Operating income | 15.1 |  |  | 14.8 |  |  | 2.0 | % |  | 25.2 |  |  | 26.7 |  |  | (5.6 | )%
Irrigation |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 153.2 |  |  | $ | 160.7 |  |  | (4.7 | )% |  | $ | 303.9 |  |  | $ | 346.7 |  |  | (12.3 | )%
Gross profit | 46.7 |  |  | 53.2 |  |  | (12.2 | )% |  | 90.1 |  |  | 109.2 |  |  | (17.5 | )%
SG&A expense | 25.1 |  |  | 25.5 |  |  | (1.6 | )% |  | 48.4 |  |  | 47.6 |  |  | 1.7 | %
Operating income | 21.6 |  |  | 27.7 |  |  | (22.0 | )% |  | 41.7 |  |  | 61.6 |  |  | (32.3 | )%
Other |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | — |  |  | $ | 4.7 |  |  | (100.0 | )% |  | $ | — |  |  | $ | 23.1 |  |  | (100.0 | )%
Gross profit | — |  |  | — |  |  | — | % |  | — |  |  | 0.8 |  |  | (100.0 | )%
SG&A expense | — |  |  | 0.3 |  |  | (100.0 | )% |  | — |  |  | 1.7 |  |  | (100.0 | )%
Operating income | — |  |  | (0.3 | ) |  | (100.0 | )% |  | — |  |  | (0.9 | ) |  | (100.0 | )%
Adjustment to LIFO inventory valuation method |  |  |  |  |  |  |  |  |  |  |
Gross profit | 2.2 |  |  | (1.6 | ) |  | NM |  | 2.7 |  |  | (2.7 | ) |  | NM
Operating income | 2.2 |  |  | (1.6 | ) |  | NM |  | 2.7 |  |  | (2.7 | ) |  | NM
Net corporate expense |  |  |  |  |  |  |  |  |  |  |
Gross profit | — |  |  | — |  |  | NM |  | — |  |  | — |  |  | NM
SG&A expense | 12.0 |  |  | 10.8 |  |  | 11.1 | % |  | 25.2 |  |  | 21.2 |  |  | 18.9 | %
Operating loss | (12.0 | ) |  | (10.8 | ) |  | (11.1 | )% |  | (25.2 | ) |  | (21.2 | ) |  | (18.9 | )%

NM=Not meaningful
40

Overview
On a consolidated basis, net sales were higher in the second quarter and first half of 2019, as compared with the same periods in 2018, due to higher sales in the ESS, Utility, and Coatings segments that were offset by lower sales in the Irrigation and Other segments. The changes in net sales in the second quarter and first half of fiscal 2019, as compared with the same periods in fiscal 2018, is as follows:

| Second quarter
| Total | ESS | Utility | Coatings | Irrigation | Other
Sales - 2018 | $ | 682.4 |  | $ | 246.0 |  | $ | 196.5 |  | $ | 74.5 |  | $ | 160.7 |  | $ | 4.7 |
Volume | (12.8 | ) | 5.6 |  | (6.2 | ) | (6.0 | ) | (6.2 | ) | — |
Pricing/mix | 21.6 |  | 8.1 |  | 9.2 |  | 3.7 |  | 0.6 |  | — |
Acquisition/(divestiture) | 23.8 |  | 6.5 |  | 10.8 |  | 10.7 |  | 0.5 |  | (4.7 | )
Currency translation | (14.1 | ) | (8.7 | ) | (1.2 | ) | (1.8 | ) | (2.4 | ) | — |
Sales - 2019 | $ | 700.9 |  | $ | 257.5 |  | $ | 209.1 |  | $ | 81.1 |  | $ | 153.2 |  | $ | — |

| Year-to-date
| Total | ESS | Utility | Coatings | Irrigation | Other
Sales - 2018 | $ | 1,381.1 |  | $ | 461.9 |  | $ | 406.4 |  | $ | 143.0 |  | $ | 346.7 |  | $ | 23.1 |
Volume | (67.7 | ) | 13.1 |  | (20.3 | ) | (12.7 | ) | (47.8 | ) | — |
Pricing/mix | 57.9 |  | 17.6 |  | 27.3 |  | 6.6 |  | 6.4 |  | — |
Acquisition/(divestiture) | 53.0 |  | 11.9 |  | 41.8 |  | 18.2 |  | 4.2 |  | (23.1 | )
Currency translation | (31.3 | ) | (19.0 | ) | (2.9 | ) | (3.8 | ) | (5.6 | ) | — |
Sales - 2019 | $ | 1,393.0 |  | $ | 485.5 |  | $ | 452.3 |  | $ | 151.3 |  | $ | 303.9 |  | $ | — |

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 result in operating income changes.
Average steel index prices for both hot rolled coil and plate were higher in North America and China in the second quarter and first half of 2019, as compared to the same periods in 2018, resulting in higher average cost of material.
The Company acquired the following businesses during 2018 and 2019:

• | A majority ownership stake in Torrent Engineering and Equipment ("Torrent") in the first quarter of 2018 (Irrigation).

• | Derit Infrastructure Pvt. Ltd. ("Derit") in the third quarter of 2018, which operates a lattice steel manufacturing facility located in India (Utility and Coatings).

• | A majority ownership stake in Convert Italia SpA ("Convert") in the third quarter of 2018, a provider of engineered solar tracker solutions (Utility).

• | Walpar in the third quarter of 2018, a domestic manufacturer of overhead sign structures (ESS).

• | CSP Coating Systems ("CSP Coatings") in the fourth quarter of 2018, a coatings provider in New Zealand (Coatings).

• | Larson Camouflage ("Larson") in the first quarter of 2019, an industry leading provider of architectural and camouflage concealment solutions for the wireless telecommunication market (ESS).

• | United Galvanizing ("United") in the first quarter of 2019, a domestic coatings provider (Coatings).

• | Connect-It Wireless, Inc. ("Connect-It") in the second quarter of 2019, a domestic communication components business (ESS).

41

The Company divested of its grinding media business, which was reported in Other, during the second quarter of 2018.
Restructuring Plan
In February 2018, the Company announced a restructuring plan related to certain operations in 2018, primarily in the ESS and Utility segments, through consolidation and other cost-reduction activities (the "2018 Plan"). The Company incurred pre-tax expenses from the 2018 Plan of $7.0 million and $11.4 million in the second quarter and first half of 2018. The decrease in the second quarter and first half of 2018 gross profit and operating income due to restructuring expense by segment is as follows:

Gross Profit | Total | ESS | Utility | Corporate
Second quarter | $ | 4.5 |  | $ | 3.0 |  | $ | 1.5 |  | $ | — |
Year-to-date | $ | 6.8 |  | $ | 4.6 |  | $ | 2.2 |  | $ | — |

Operating Income | Total | ESS | Utility | Corporate
Second quarter | $ | 7.0 |  | $ | 5.4 |  | $ | 1.5 |  | $ | 0.1 |
Year-to-date | $ | 11.4 |  | $ | 9.0 |  | $ | 2.3 |  | $ | 0.1 |

Currency Translation
In the Second quarter and first half of 2019, we realized a decrease in operating profit, as compared with 2018, due in part to currency translation effects. The breakdown of this effect by segment was as follows:

| Total | ESS | Utility | Coatings | Irrigation | Corporate
Second quarter | $ | (0.7 | ) | $ | (0.4 | ) | $ | — |  | $ | (0.2 | ) | $ | (0.2 | ) | $ | 0.1 |
Year-to-date | $ | (1.5 | ) | $ | (0.7 | ) | $ | — |  | $ | (0.3 | ) | $ | (0.6 | ) | $ | 0.1 |

Gross Profit, SG&A, and Operating Income
At a consolidated level, gross margin (gross profit as a percent of sales) was consistent in the second quarter and first half of 2019, as compared with the same periods in 2018. In the second quarter of 2019, gross profit increased for the Coatings and ESS segments and decreased for the Irrigation and Utility segments. For the first half of 2019 as compared to 2018, gross profit was higher for all operating segments with the exception of Irrigation. Lower sales volumes and associated operating deleverage of fixed costs led to the decline for the Irrigation segment.
The increase in SG&A expenses in the second quarter and first half of 2019, as compared to the same periods in 2018, was due to SG&A expenses from acquired businesses and higher deferred compensation expenses that are offset by an increase of the same amount in other income.
In the second quarter of 2019, as compared to 2018, operating income was lower in the Irrigation and Utility segments and higher in the ESS and Coatings segments. In the first half of 2019, operating income was lower for all operating segments with the exception of ESS. The overall decrease in operating income in the first half of 2019 is primarily attributable to lower sales volumes for the irrigation segment, partially offset by improvements in the ESS segment due in part to recent acquisitions.
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Net Interest Expense
Net interest expense in the second quarter and first half of 2019, as compared to 2018, was lower due to retiring $250.2 million senior unsecured notes due 2020 at 6.625% in the third quarter of 2018 and issuing new senior unsecured notes of $200.0 million due 2044 and $55.0 million due 2054 at 5.0% and 5.25%, respectively. In addition, the Company entered into certain cross currency swaps in 2018, which effectively swaps the Company's U.S. denominated debt for euro and Danish kroner debt at lower interest rates. Interest income was lower in the second quarter and first half of 2019, as compared to 2018, due to having less cash on hand to invest.
Other Income/Expenses
The change in other income/expenses in the second quarter and first half of 2019, as compared to the same periods in 2018, was primarily due to the change in valuation of deferred compensation assets which resulted in additional other income of $1.0 million and $4.0 million, respectively. This amount is offset by an increase of the same amount in SG&A expense. The remaining change was due to fluctuations in foreign currency transaction gains/losses.
Income Tax Expense
Our effective income tax rate in the second quarter and first half of 2019 was 24.8% and 24.9%, compared to 29.3% and 26.4% in the second quarter and first half of 2018. The decrease in effective tax rate is a result of the restructuring activities that took place in 2018.
Earnings attributable to noncontrolling interests was lower in the second quarter and first half of 2019, as compared to 2018, due to lower earnings of less than 100%-owned certain subsidiaries.
Cash Flows from Operations
Our cash flows provided by operations was $113.4 million in the first half of fiscal 2019, as compared with $53.7 million provided by operations in the first half of 2018. The increase in operating cash flow in the first half of 2019, as compared with 2018, was due to lower working capital. The lower working capital is primarily attributed to a larger liability for customer billings in excess of costs and earnings (accrued expenses). It was partially offset by the 2019 Delta pension plan contribution (the 2018 annual payment was contributed early in December 2017).
ESS segment
The increase in sales in the second quarter and first half of 2019, as compared with the same periods in 2018, was due to higher sales pricing, sales volume increases, and recent acquisitions partially offset by $8.7 million and 19.0 million of unfavorable currency translation effects, respectively.
Global lighting and traffic, and highway safety product sales in the second quarter and first half of 2019 was $2.6 million higher and $0.6 million lower as compared to the same periods in fiscal 2018. In the second quarter and first half of 2019, as compared to the same periods in 2018, sales pricing improved in North America across commercial and transportation markets while volumes were relatively flat. Lower sales volumes and unfavorable currency translation effects contributed to lower sales in Europe. Highway safety product sales volumes decreased in the second quarter and first half of 2019, as compared to 2018, due to lower demand in Australia following a record year in 2018 and unfavorable currency translation effects.
Communication product line sales were higher by $7.9 million and $16.6 million in the second quarter and first half of 2019, as compared with 2018. In North America, component sales increased in the second quarter and first half of 2019 due to higher demand from the network expansion by providers and the sales contribution from the acquisition of Larson Camouflage. In Asia-Pacific, sales volumes decreased due to lower demand in China and Australia.
Access Systems product line net sales decreased by $2.5 million in the second quarter and first half of 2019, as compared to the same periods in 2018. Sales volume improvements in Australia in the first half of 2019 was more than offset by unfavorable currency translation effects and to a lesser extent lower average sales pricing.
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Gross profit, as a percentage of sales, and operating income for the segment were higher in the second quarter and first half of 2019, as compared to 2018, due to improved sales pricing, restructuring costs incurred in 2018, and recent acquisitions. SG&A spending was lower in the second quarter and first half of 2019, as compared to 2018, due to foreign currency translation effects and restructuring costs incurred in 2018 and benefits realized in 2019 related to those activities. In the second quarter and first half of 2018, the segment incurred $3.0 million and $4.6 million of restructuring costs within product cost of sales and $2.4 million and $4.4 million within SG&A expenses, respectively. The SG&A expenses from recently acquired Larson Camouflage and Walpar partially offset the decrease in SG&A in 2019.
Utility segment
In the Utility segment, sales increased in the second quarter and first half of 2019, as compared with the same periods in 2018, due to sales price increases to cover higher steel costs and improved sales mix and the acquisition of Convert and Derit in 2018 that contributed $10.8 million and $41.8 million, respectively. A number of our sales contracts in North America contain provisions that tie the sales price to published steel index pricing at the time our customer issues their purchase order. The average sales price increase was partially offset by slightly lower sales volumes for steel utility structures in North America; concrete utility structure sales volumes were higher in the second quarter and first half of 2019, as compared to the same periods in 2018.
Offshore and other complex structures sales increased in the second quarter and first half of 2019, as compared to 2018, due to higher volumes that were partially offset by less favorable sales pricing and unfavorable currency translation effects.
Gross profit decreased in the second quarter of 2019, as compared to 2018, due to a less favorable sales mix for the offshore and other complex steel structures business and approximately $3 million of inspection costs incurred during 2019 to finalize the requirements from a 2015 commercial settlement. On a year-to-date basis, gross profit increased due to recent acquisitions and improved sales mix and pricing for the North America utility business. SG&A expense was higher in the second quarter and first half of 2019, as compared with 2018, due to expenses of the recently acquired Derit and Convert and higher sales commissions. Operating income decreased in the second quarter and first half of 2019 as compared to 2018 due to an unfavorable sales mix for the offshore and other complex steel structures business, the incurred inspections costs, and SG&A expenses of Convert and Derit.
Coatings segment
Coatings segment sales increased in the second quarter and first half of 2019, as compared to the same periods in 2018, due primarily to increased sales prices to recover higher zinc costs globally and the recent acquisition. Sales volume demand decreased in North America in the second quarter and first half of 2019, as compared to 2018, but was more than offset by price actions to recover zinc cost increases and the United acquisition. In the Asia-Pacific region, the acquisition of Derit and CSP Coatings and price increases to recover zinc cost increases drove improved sales in the second quarter and first half of 2019.
SG&A expense was higher in the second quarter and first half of 2019, as compared to 2018, due to SG&A expenses of recent acquisitions and approximately $3.0 million of one-time expenses associated with a legal settlement. Operating income was higher in the second quarter of 2019 compared to 2018, due to contributions from the acquisition of United and CSP Coatings that were offset by higher SG&A expense. Operating income was lower in the first half of 2019 compared to 2018 mainly due to non-recurring legal expenses offset by improved pricing and acquisitions.
Irrigation segment
The decrease in Irrigation segment net sales in the second quarter of 2019, as compared to 2018, is primarily due to sales volume decreases in North America and unfavorable currency translation effects in international markets. On a year-to-date basis, the decrease in Irrigation segment net sales is due to lower sales volumes in North America and international markets and unfavorable currency translation effects, partially offset by improved sales pricing. Continued low commodity prices and uncertainty around trade disputes with China caused growers to delay irrigation purchases. International sales volumes of irrigation and service parts increased in the second quarter of 2019, but were lower in the first half of 2019 due to reduced volumes and unfavorable currency translation effects.
SG&A was similar for the second quarter and the first half of 2019, as compared to 2018. Operating income for the segment decreased in the second quarter and first half of 2019 over the same periods in 2018, due to lower sales volumes and associated operating deleverage of fixed factory and SG&A costs.
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Other
At the end of April 2018, the Company completed the sale of Donhad, a mining consumable business with operations in Australia. There are no remaining businesses recorded within Other.
LIFO expense
Unit costs of raw materials in the U.S. decreased in the first half of 2019, as compared to the end of 2018, resulting in a LIFO benefit during first half of 2019. In the first half of 2018, unit costs of raw materials in the U.S. increased, as compared to the end of 2017, resulting in LIFO expense during the first half of 2018.
Net corporate expense
Corporate SG&A expense was higher in the second quarter and first half of 2019, as compared to the same periods in 2018, due to $1.0 million and $4.0 million of appreciation of deferred compensation plan assets. The increase in deferred compensation plan assets is offset by the same amount in other income/expenses.
Liquidity and Capital Resources
Cash Flows
Working Capital and Operating Cash Flows-Net working capital was $850.7 million at June 29, 2019, as compared to $931.6 million at December 29, 2018. The decrease in net working capital in 2019 is attributed to lower cash due to amounts paid for acquisitions and the purchase of treasury shares under our share repurchase program and higher accrued expenses primarily due to a higher balance in customer billings in excess of costs and earnings. Cash flow provided by operations was $113.4 million in the first half of 2019, as compared with $53.7 million in first half of 2018. The increase in operating cash flows in the first half of 2019, as compared to 2018, was primarily the result of lower working capital in 2019.
Investing Cash Flows-Capital spending in the first half of fiscal 2019 was $49.3 million, as compared to $31.8 million for the same period in 2018. The increase in investing cash outflows in the first half of 2019, as compared to 2018, was primarily due to business acquisitions totaling $81.8 million in 2019 compared to $9.3 million in 2018. Capital spending projects in 2019 and 2018 related to investments in machinery and equipment across all businesses. We expect our capital spending for the 2019 fiscal year to be approximately $90 to $100 million.
Financing Cash Flows-Our total interest‑bearing debt was $786.7 million at June 29, 2019 and $753.3 at December 29, 2018. Financing cash flows changed from an inflow of $165.1 million in the first half of 2018 to an outflow of $55.7 million for the first half of 2019. The increase in financing cash outflows in the first half of 2019, as compared to 2018, was due to issuing $255.0 million of long-term debt in the second quarter of 2018 and higher purchase prices paid for noncontrolling interest in 2019. The increase was partially offset by higher other borrowings in the first half of 2019.
Financing and Capital
The Board of Directors authorized the purchase of $250 million of the Company's shares without an expiration date in October 2018. The share purchases will be funded from available working capital and short-term borrowings and will be made subject to market and economic conditions. We are not obligated to make any share repurchases under the share repurchase program and we may discontinue the share repurchase program at any time. We acquired 236,323 treasury shares for approximately $28.9 million under our share repurchase program during the second quarter of 2019. As of June 29, 2019, we have approximately $229.0 million open under this authorization to repurchase shares in the future.
Our capital allocation philosophy announcement included 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., BBB- rating by Fitch Rating Services, and BBB+ rating by Standard and Poor's Rating Services. We expect to maintain a leverage ratio which will support our current investment grade debt rating.
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Our debt financing at June 29, 2019 is primarily long-term debt consisting of:

• | $450 million face value ($436.1 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.

• | $305 million face value ($297.4 million carrying value) of unsecured notes that bear interest at 5.25% per annum and are due in October 2054.

• | We are allowed to repurchase the notes at specified prepayment premiums. Both tranches of these notes are guaranteed by certain of our subsidiaries.

At June 29, 2019 and December 29, 2018, we had $29.6 million and $5.7 million outstanding borrowings under our revolving credit agreement, respectively. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At June 29, 2019, we had the ability to borrow $556.2 million under this facility, after consideration of standby letters of credit of $14.2 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $134.0 million, $113.6 million of which was unused at June 29, 2019.
Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of such other indebtedness.
The debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. The debt agreements allow us to add estimated EBITDA from acquired businesses for periods we did not own the acquired business. The debt agreements also provide for an adjustment to EBITDA, subject to certain limitations, for non-cash charges or gains that are non-recurring in nature.
Our key debt covenants are as follows:

• | Leverage ratio - Interest-bearing debt is not to exceed 3.5X Adjusted EBITDA (or 3.75X Adjusted EBITDA after certain material acquisitions) of the prior four quarters; and

• | Interest earned ratio - Adjusted EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

At June 29, 2019, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at June 29, 2019 were as follows (in 000's):

Interest-bearing debt | $ | 786,707 |
Adjusted EBITDA-last four quarters | 317,208 |
Leverage ratio | 2.48 |
Adjusted EBITDA-last four quarters | $ | 317,208 |
Interest expense-last four quarters | 41,367 |
Interest earned ratio | 7.67 |

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The calculation of Adjusted EBITDA-last four quarters (July 1, 2018 through June 29, 2019) is as follows. The last four quarters information ended June 29, 2019 is calculated by taking the full fiscal year ended December 29, 2018, subtracting the first two quarters ended June 30, 2018, and adding the first two quarters ended June 29, 2019.

Net cash flows from operations | $ | 212,787 |
Interest expense | 41,367 |
Income tax expense | 42,586 |
Impairment of property, plant and equipment | (2,209 | )
Impairment of goodwill and intangible assets | (15,780 | )
Gain on investment | 263 |
Deferred income tax benefit | (1,552 | )
Noncontrolling interest | (4,959 | )
Stock-based compensation | (11,388 | )
Pension plan expense | 1,351 |
Contribution to pension plan | 14,488 |
Changes in assets and liabilities | (11,476 | )
Other | 217 |
EBITDA | 265,695 |
Cash restructuring expenses | 20,403 |
EBITDA from acquisitions (months not owned) | 5,177 |
Impairment of goodwill and intangible assets | 15,780 |
Impairment of property, plant and equipment | 10,153 |
Adjusted EBITDA | $ | 317,208 |

Net earnings attributable to Valmont Industries, Inc. | $ | 99,988 |
Interest expense | 41,367 |
Income tax expense | 42,586 |
Depreciation and amortization expense | 81,754 |
EBITDA | 265,695 |
Cash restructuring expenses | 20,403 |
EBITDA from acquisitions (months not owned) | 5,177 |
Impairment of goodwill and intangible assets | 15,780 |
Impairment of property, plant, and equipment | 10,153 |
Adjusted EBITDA | $ | 317,208 |

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.
Prior to the 2017 Tax Act, we considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no related deferred income taxes. At the end of the second quarter of 2019, the unremitted foreign earnings were approximately $306.5 million as a result of dividends that were paid. While the tax on these foreign earnings resulted in the reduction of the excess of the amount for financial reporting over the tax basis in our foreign subsidiaries, an actual repatriation from our non-U.S. subsidiaries may still be subject to foreign withholding taxes and U.S. state income taxes. Our earnings in our non-U.S. subsidiaries are not indefinitely reinvested. Of our cash balances of $256.9 million at June 29, 2019, approximately $159.3 million is held in our non-U.S. subsidiaries. We recorded deferred income taxes for foreign withholding taxes and U.S. state income taxes of $3.8 million and $0.5 million, respectively.
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Financial Obligations and Financial Commitments
There have been no material changes to our financial obligations and financial commitments as described on page 34-35 in our Form 10-K for the fiscal year ended December 29, 2018.
Off Balance Sheet Arrangements
There have been no changes in our off balance sheet arrangements as described on page 35 in our Form 10-K for the fiscal year ended December 29, 2018.
Critical Accounting Policies
There were no changes in our critical accounting policies as described on pages 37-40 in our Form 10-K for the fiscal year ended December 29, 2018 during the six months ended June 29, 2019.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There were no material changes in the company's market risk during the quarter ended June 29, 2019. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended June 29, 2019.
Item 4. Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities

Period |  | Total Number of Shares Purchased |  | Average Price paid per share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Maximum Number of Shares that may yet be Purchased under the Program (1)
March 31, 2019 to April 27, 2019 | 37,375 |  |  | $ | 128.40 |  |  | 37,375 |  |  | $ | 253,146,000 |
April 28, 2019 to June 1, 2019 | 153,791 |  |  | 121.69 |  |  | 153,791 |  |  | 234,432,000 |
June 2, 2019 to June 29, 2019 | 45,157 |  |  | 119.91 |  |  | 45,157 |  |  | 229,017,000 |
Total | 236,323 |  |  | $ | 122.41 |  |  | 236,323 |  |  | $ | 229,017,000 |

(1) On May 13, 2014, we announced a new capital allocation philosophy which included 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 and again on October 31, 2018, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date. As of June 29, 2019, we have acquired 5,738,138 shares for approximately $771.0 million under this share repurchase program.
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Item 6. Exhibits

(a) | Exhibits

Exhibit No. |  | Description
31.1 |  | Section 302 Certificate of Chief Executive Officer
31.2 |  | Section 302 Certificate of Chief Financial Officer
32.1 |  | Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
101 |  | The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended June 29, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf and by the undersigned hereunto duly authorized.

| VALMONT INDUSTRIES, INC. (Registrant)
| /s/ MARK C. JAKSICH
| Mark C. Jaksich Executive Vice President and Chief Financial Officer

Dated this 31st day of July, 2019.
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