(19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250,000 aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199,800 in aggregate principal amount of the Company's 6.625% senior notes due 2020, and $250,200 of the notes remain outstanding following the conclusion of the tender offer. All of the notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

In the fourth quarter of 2014, a subsidiary of the Company was removed as a guarantor of our revolving credit facility, and consequently was removed as a guarantor of the notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure.

Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 27, 2014

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,392,509		$	496,326		$	1,456,053		$	(221,745	)	$	3,123,143
Cost of sales		1,040,808			371,639			1,124,813			(222,234	)		2,315,026

Gross profit		351,701			124,687			331,240			489			808,117
Selling, general and administrative expenses		196,987			49,171			204,243			—			450,401

Operating income		154,714			75,516			126,997			489			357,716

Other income (expense):
Interest expense		(34,267	)		(5	)		(2,518	)		—			(36,790	)
Interest income		38			359			5,649			—			6,046
Costs associated with refinancing of debt		(38,705	)		—			—			—			(38,705	)
Other		2,021			(511	)		(5,594	)		—			(4,084	)

		(70,913	)		(157	)		(2,463	)		—			(73,533	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		83,801			75,359			124,534			489			284,183

Income tax expense (benefit):
Current		30,330			25,277			33,898			138			89,643
Deferred		(1,474	)		1,866			4,859			—			5,251

		28,856			27,143			38,757			138			94,894

Earnings before equity in earnings of nonconsolidated subsidiaries		54,945			48,216			85,777			351			189,289
Equity in earnings of nonconsolidated subsidiaries		129,031			19,509			63			(148,574	)		29

Net earnings		183,976			67,725			85,840			(148,223	)		189,318
Less: Earnings attributable to noncontrolling interests		—			—			(5,342	)		—			(5,342	)

Net earnings attributable to Valmont Industries, Inc	$	183,976		$	67,725		$	80,498		$	(148,223	)	$	183,976

CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 28, 2013

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,540,266		$	689,230		$	1,402,191		$	(327,476	)	$	3,304,211
Cost of sales		1,107,020			503,431			1,078,695			(330,163	)		2,358,983

Gross profit		433,246			185,799			323,496			2,687			945,228
Selling, general and administrative expenses		209,350			59,368			203,441			—			472,159

Operating income		223,896			126,431			120,055			2,687			473,069

Other income (expense):
Interest expense		(30,801	)		(2	)		(1,699	)		—			(32,502	)
Interest income		55			1,032			5,390			—			6,477
Other		4,791			9			(2,427	)		—			2,373

		(25,955	)		1,039			1,264			—			(23,652	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		197,941			127,470			121,319			2,687			449,417

Income tax expense (benefit):
Current		78,912			45,951			42,379			680			167,922
Deferred		(8,948	)		(19	)		(1,174	)		—			(10,141	)

		69,964			45,932			41,205			680			157,781

Earnings before equity in earnings of nonconsolidated subsidiaries		127,977			81,538			80,114			2,007			291,636
Equity in earnings of nonconsolidated subsidiaries		150,512			16,417			494			(166,588	)		835
Loss from deconsolidation of subsidiary		—			—			(12,011	)		—			(12,011	)

Net earnings		278,489			97,955			68,597			(164,581	)		280,460
Less: Earnings attributable to noncontrolling interests		—			—			(1,971	)		—			(1,971	)

Net earnings attributable to Valmont Industries, Inc	$	278,489		$	97,955		$	66,626		$	(164,581	)	$	278,489

CONSOLIDATED STATEMENTS OF EARNINGS
For the Year ended December 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,375,238		$	620,338		$	1,331,827		$	(297,862	)	$	3,029,541
Cost of sales		1,008,087			489,560			1,026,037			(296,599	)		2,227,085

Gross profit		367,151			130,778			305,790			(1,263	)		802,456
Selling, general and administrative expenses		178,669			54,305			187,186			—			420,160

Operating income		188,482			76,473			118,604			(1,263	)		382,296

Other income (expense):
Interest expense		(31,121	)		—			(1,845	)		1,341			(31,625	)
Interest income		45			1,533			8,035			(1,341	)		8,272
Other		1,938			55			(1,646	)		—			347

		(29,138	)		1,588			4,544			—			(23,006	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		159,344			78,061			123,148			(1,263	)		359,290

Income tax expense (benefit):
Current		59,648			27,736			36,098			(700	)		122,782
Deferred		(4,721	)		(496	)		8,937			—			3,720

		54,927			27,240			45,035			(700	)		126,502

Earnings before equity in earnings of nonconsolidated subsidiaries		104,417			50,821			78,113			(563	)		232,788
Equity in earnings of nonconsolidated subsidiaries		129,655			37,925			5,150			(166,602	)		6,128

Net earnings		234,072			88,746			83,263			(167,165	)		238,916
Less: Earnings attributable to noncontrolling interests		—			—			(4,844	)		—			(4,844	)

Net earnings attributable to Valmont Industries, Inc	$	234,072		$	88,746		$	78,419		$	(167,165	)	$	234,072

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 27, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net earnings	$	183,976		$	67,725		$	85,840		$	(148,223	)	$	189,318

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(51,536	)		(30,739	)					(82,275	)

		—			(51,536	)		(30,739	)		—			(82,275	)

Unrealized loss on cash flow hedge:
Loss arising during the period		983			—			—			—			983
Gain on cash flow hedges		4,837			—			—			—			4,837
Amortization cost included in interest expense		594												594

		6,414			—			—			—			6,414

Actuarial gain (loss) in defined benefit pension plan liability		—						(13,709	)					(13,709	)
Equity in other comprehensive income		(93,162	)								93,162			—

Other comprehensive income (loss)		(86,748	)		(51,536	)		(44,448	)		93,162			(89,570	)

Comprehensive income		97,228			16,189			41,392			(55,061	)		99,748
Comprehensive income attributable to noncontrolling interests								(2,520	)					(2,520	)

Comprehensive income attributable to Valmont Industries, Inc.	$	97,228		$	16,189		$	$ 38,872		$	(55,061	)	$	97,228

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 28, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net earnings	$	278,489		$	97,955		$	68,597		$	(164,581	)	$	280,460

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(4,772	)		(66,926	)		—			(71,698	)
Realized loss on sale of investment in foreign entity included in other expense		—			—			5,194			—			5,194
Realized loss on deconsolidation of subsidiary								8,559						8,559

		—			(4,772	)		(53,173	)		—			(57,945	)

Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		400			—			—			—			400

		400			—			—			—			400

Actuarial gain (loss) in defined benefit pension plan liability		—			—			(41,282	)		—			(41,282	)
Equity in other comprehensive income		(106,430	)		—			—			106,430			—

Other comprehensive income (loss)		(106,030	)		(4,772	)		(94,455	)		106,430			(98,827	)

Comprehensive income		172,459			93,183			(25,858	)		(58,151	)		181,633
Comprehensive income attributable to noncontrolling interests		—			—			(9,174	)		—			(9,174	)

Comprehensive income attributable to Valmont Industries, Inc.	$	172,459		$	93,183		$	(35,032	)	$	(58,151	)	$	172,459

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year ended December 29, 2012

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	234,072		$	88,746	$	83,263		$	(167,165	)	$	238,916

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			884		14,857			—			15,741

		—			884		14,857			—			15,741

Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		400			—		—			—			400

		400			—		—			—			400

Actuarial gain (loss) in defined benefit pension plan liability		—			—		(35,020	)		—			(35,020	)
Equity in other comprehensive income		(20,514	)		—		—			20,514			—

Other comprehensive income (loss)		(20,114	)		884		(20,163	)		20,514			(18,879	)

Comprehensive income		213,958			89,630		63,100			(146,651	)		220,037
Comprehensive income attributable to noncontrolling interests		—			—		(6,079	)		—			(6,079	)

Comprehensive income attributable to Valmont Industries, Inc.	$	213,958		$	89,630	$	57,021		$	(146,651	)	$	213,958

CONSOLIDATED BALANCE SHEETS
For the Year ended December 27, 2014

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	69,869		$	2,157		$	299,553		$	—		$	371,579
Receivables, net		158,316			68,414			310,188			—			536,918
Inventories		127,859			54,914			177,512			(763	)		359,522
Prepaid expenses		7,087			502			49,323			—			56,912
Refundable and deferred income taxes		53,307			6,194			8,509			—			68,010

Total current assets		416,438			132,181			845,085			(763	)		1,392,941

Property, plant and equipment, at cost		556,658			124,182			458,729			—			1,139,569
Less accumulated depreciation and amortization		319,899			65,493			147,724			—			533,116

Net property, plant and equipment		236,759			58,689			311,005			—			606,453

Goodwill		20,108			107,542			257,461						385,111
Other intangible assets		292			43,644			158,068						202,004
Investment in subsidiaries and intercompany accounts		1,446,989			825,236			887,055			(3,159,280	)		—
Other assets		46,587			—			96,572						143,159

Total assets	$	2,167,173		$	1,167,292		$	2,555,246		$	(3,160,043	)	$	2,729,668


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	213		$	—		$	968		$	—		$	1,181
Notes payable to banks		—			—			13,952			—			13,952
Accounts payable		59,893			15,151			121,521						196,565
Accrued employee compensation and benefits		48,169			5,385			34,396			—			87,950
Accrued expenses		32,616			6,052			49,812			—			88,480
Dividends payable		9,086			—			—			—			9,086

Total current liabilities		149,977			26,588			220,649			—			397,214

Deferred income taxes		5,584			28,988			37,225			—			71,797
Long-term debt, excluding current installments		759,895			—			6,759			—			766,654
Defined benefit pension liability		—			—			150,124			—			150,124
Deferred compensation		41,803			—			6,129						47,932
Other noncurrent liabilities		8,081			—			37,461			—			45,542
Commitments and contingencies
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			648,682			(1,106,633	)		27,900
Additional paid-in capital		—			150,286			1,098,408			(1,248,694	)		—
Retained earnings		1,718,662			552,676			397,302			(949,978	)		1,718,662
Accumulated other comprehensive income		(134,433	)		(49,196	)		(96,065	)		145,261			(134,433	)
Treasury stock		(410,296	)		—			—			—			(410,296	)

Total Valmont Industries, Inc. shareholders' equity		1,201,833			1,111,716			2,048,327			(3,160,043	)		1,201,833

Noncontrolling interest in consolidated subsidiaries								48,572						48,572

Total shareholders' equity		1,201,833			1,111,716			2,096,899			(3,160,043	)		1,250,405

Total liabilities and shareholders' equity	$	2,167,173		$	1,167,292		$	2,555,246		$	(3,160,043	)	$	2,729,668

CONSOLIDATED BALANCE SHEETS
For the Year ended December 28, 2013

	Parent			Guarantors		Non- Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	215,576		$	29,797	$	368,333		$	—		$	613,706
Receivables, net		139,179			108,600		267,661			—			515,440
Inventories		132,953			70,231		176,816			—			380,000
Prepaid expenses		4,735			932		17,330			—			22,997
Refundable and deferred income taxes		41,167			8,351		16,179			—			65,697

Total current assets		533,610			217,911		846,319			—			1,597,840

Property, plant and equipment, at cost		522,734			125,764		368,628			—			1,017,126
Less accumulated depreciation and amortization		300,066			61,520		121,330			—			482,916

Net property, plant and equipment		222,668			64,244		247,298			—			534,210

Goodwill		20,108			107,542		221,982			—			349,632
Other intangible assets		346			48,461		122,110			—			170,917
Investment in subsidiaries and intercompany accounts		1,417,425			791,450		827,508			(3,036,388	)		—
Other assets		30,759			—		112,513			(19,377	)		123,895

Total assets	$	2,224,916		$	1,229,608	$	2,377,730		$	(3,055,760	)	$	2,776,494


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	188		$	—	$	14		$	—		$	202
Notes payable to banks		—			—		19,024			—			19,024
Accounts payable		62,153			20,365		133,603			—			216,121
Accrued employee compensation and benefits		76,370			13,713		32,884			—			122,967
Accrued expenses		28,362			7,315		35,883			—			71,560
Income Taxes Payable		—			19,377		—			(19,377	)		—
Dividends payable		6,706			—		—			—			6,706

Total current liabilities		173,779			60,770		221,408			(19,377	)		436,580

Deferred income taxes		18,983			29,310		30,631			—			78,924
Long-term debt, excluding current installments		470,175			—		732			—			470,907
Defined benefit pension liability		—			—		154,397			—			154,397
Deferred compensation		32,339			—		6,770			—			39,109
Other noncurrent liabilities		7,615			—		44,116			—			51,731
Commitments and contingencies
Shareholders' equity:
Common stock of $1 par value		27,900			457,950		648,682			(1,106,632	)		27,900
Additional paid-in capital		—			150,286		891,236			(1,041,522	)		—
Retained earnings		1,562,670			528,952		472,162			(1,001,114	)		1,562,670
Accumulated other comprehensive income		(47,685	)		2,340		(115,225	)		112,885			(47,685	)
Treasury stock		(20,860	)		—		—			—			(20,860	)

Total Valmont Industries, Inc. shareholders' equity		1,522,025			1,139,528		1,896,855			(3,036,383	)		1,522,025

Noncontrolling interest in consolidated subsidiaries		—			—		22,821			—			22,821

Total shareholders' equity		1,522,025			1,139,528		1,919,676			(3,036,383	)		1,544,846

Total liabilities and shareholders' equity	$	2,224,916		$	1,229,608	$	2,377,730		$	(3,055,760	)	$	2,776,494

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 27, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	183,976		$	67,725		$	85,840		$	(148,223	)	$	189,318
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		24,509			12,926			51,893			—			89,328
Loss on investment		—			—			3,795			—			3,795
Non-cash debt refinancing costs		(2,478	)		—			—			—			(2,478	)
Stock-based compensation		6,730			—			—			—			6,730
Defined benefit pension plan expense		—			—			2,638			—			2,638
Contribution to defined benefit pension plan		—			—			(18,173	)		—			(18,173	)
Change in fair value of contingent consideration		—			—			(4,300	)		—			(4,300	)
(Gain) loss on sale of property, plant and equipment		145			143			104			—			392
Equity in earnings in nonconsolidated subsidiaries		(129,031	)		(19,509	)		(63	)		148,574			(29	)
Deferred income taxes		(1,474	)		1,866			4,859			—			5,251
Changes in assets and liabilities (net of the effect from acquisitions):
Receivables		(19,136	)		40,186			(20,143	)		—			907
Inventories		5,094			15,317			1,047			—			21,458
Prepaid expenses		(2,352	)		429			(11,671	)		—			(13,594	)
Accounts payable		(2,260	)		(5,212	)		(26,849	)		—			(34,321	)
Accrued expenses		(21,448	)		(9,590	)		(3,740	)		—			(34,778	)
Other noncurrent liabilities		622			—			1,133			—			1,755
Income taxes payable		(24,945	)		(19,417	)		4,559			—			(39,803	)

Net cash flows from operating activities		17,952			84,864			70,929			351			174,096

Cash flows from investing activities:
Purchase of property, plant and equipment		(41,260	)		(2,823	)		(28,940	)		—			(73,023	)
Acquisitions, net of cash acquired		—			—			(185,710	)		—			(185,710	)
Proceeds from sale of assets		43			126			2,320			—			2,489
Other, net		34,735			(73,799	)		38,796			(351	)		(619	)

Net cash flows from investing activities		(6,482	)		(76,496	)		(173,534	)		(351	)		(256,863	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			(4,472	)		—			(4,472	)
Proceeds from long-term borrowings		652,540			—			(329	)		—			652,211
Principal payments on long-term obligations		(356,994	)		—			(864	)		—			(357,858	)
Settlement of financial derivative		4,981			—			—			—			4,981
Dividends paid		(32,443	)		—			—			—			(32,443	)
Intercompany dividends		116,995			(36,600	)		(80,395	)		—			—
Intercompany interest on long-term note		—			648			(648	)		—			—
Intercompany capital contribution		(143,000	)		—			143,000			—			—
Dividends to noncontrolling interest		—			—			(2,919	)		—			(2,919	)
Debt issuance fees		(7,644	)		—			—			—			(7,644	)
Proceeds from exercises under stock plans		14,572			—			—			—			14,572
Excess tax benefits from stock option exercises		4,264			—			—			—			4,264
Purchase of treasury shares		(395,045	)		—			—			—			(395,045	)
Purchase of common treasury shares—stock plan exercises		(15,403	)		—			—			—			(15,403	)

Net cash flows from financing activities		(157,177	)		(35,952	)		53,373			—			(139,756	)

Effect of exchange rate changes on cash and cash equivalents		—			(56	)		(19,548	)		—			(19,604	)

Net change in cash and cash equivalents		(145,707	)		(27,640	)		(68,780	)		—			(242,127	)
Cash and cash equivalents—beginning of year		215,576			29,797			368,333			—			613,706

Cash and cash equivalents—end of year	$	69,869		$	2,157		$	299,553		$	—		$	371,579

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 28, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	278,489		$	97,955		$	68,597		$	(164,581	)	$	280,460
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		21,270			12,862			43,304			—			77,436
Deconsolidation of subsidiary		—			—			12,011			—			12,011
Impairment of property, plant and equipment		—			—			12,161			—			12,161
Stock-based compensation		6,513			—			—			—			6,513
Defined benefit pension plan expense		—			—			6,569			—			6,569
Contribution to defined benefit pension plan		—			—			(17,619	)		—			(17,619	)
(Gain) loss on sale of property, plant and equipment		885			42			(5,245	)		—			(4,318	)
Equity in earnings in nonconsolidated subsidiaries		(150,512	)		(16,417	)		(494	)		166,588			(835	)
Deferred income taxes		(8,948	)		(19	)		(1,174	)		—			(10,141	)
Changes in assets and liabilities (net of the effect from acquisitions):														—
Receivables		6,181			(22,259	)		3,370			—			(12,708	)
Inventories		12,966			1,757			(1,292	)		—			13,431
Prepaid expenses		2,417			98			1,600			—			4,115
Accounts payable		(10,458	)		(1,643	)		24,549			—			12,448
Accrued expenses		19,191			5,824			(3,317	)		—			21,698
Other noncurrent liabilities		3,201			—			(4,675	)		—			(1,474	)
Income taxes payable		(5,908	)		(3,251	)		5,029			825			(3,305	)

Net cash flows from operating activities		175,287			74,949			143,374			2,832			396,442

Cash flows from investing activities:
Purchase of property, plant and equipment		(76,582	)		(4,439	)		(25,732	)		—			(106,753	)
Acquisitions, net of cash acquired		—			—			(63,152	)		—			(63,152	)
Proceeds from sale of assets		794			35			36,753			—			37,582
Other, net		86,258			(83,327	)		503			(2,832	)		602

Net cash flows from investing activities		10,470			(87,731	)		(51,628	)		(2,832	)		(131,721	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			5,510			—			5,510
Proceeds from long-term borrowings		—			—			274			—			274
Principal payments on long-term obligations		(187	)		—			(404	)		—			(591	)
Cash decrease due to deconsolidation of subsidiary		—			—			(11,615	)		—			(11,615	)
Dividends paid		(25,414	)		—			—			—			(25,414	)
Intercompany dividends		8,947			20,133			(29,080	)		—			—
Intercompany interest on long-term note		—			1,229			(1,229	)		—			—
Intercompany principal payment on long-term note		—			22,430			(22,430	)		—			—
Dividends to noncontrolling interest		—			—			(1,767	)		—			(1,767	)
Purchase of noncontrolling interest		—			—			(9,324	)		—			(9,324	)
Proceeds from exercises under stock plans		16,348			—			—			—			16,348
Excess tax benefits from stock option exercises		5,306			—			—			—			5,306
Purchase of common treasury shares—stock plan exercises		(16,107	)		—			—			—			(16,107	)

Net cash flows from financing activities		(11,107	)		43,792			(70,065	)		—			(37,380	)

Effect of exchange rate changes on cash and cash equivalents		—			(7,927	)		(19,837	)		—			(27,764	)

Net change in cash and cash equivalents		174,650			23,083			1,844			—			199,577
Cash and cash equivalents—beginning of year		40,926			6,714			366,489			—			414,129

Cash and cash equivalents—end of year	$	215,576		$	29,797		$	368,333		$	—		$	613,706

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 29, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	234,072		$	88,746		$	83,263		$	(167,165	)	$	238,916
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		19,121			12,923			38,174			—			70,218
Stock-based compensation		5,829			—			—			—			5,829
Defined benefit pension plan expense		—			—			4,281			—			4,281
Contribution to defined benefit pension plan		—			—			(11,591	)		—			(11,591	)
Loss on sale of property, plant and equipment		89			(17	)		249			—			321
Equity in earnings in nonconsolidated subsidiaries		(129,655	)		(37,925	)		(5,150	)		166,602			(6,128	)
Deferred income taxes		(4,721	)		(496	)		8,937			—			3,720
Other		—			—			—			—			—
Changes in assets and liabilities, before acquisitions:
Receivables		(21,751	)		(32,833	)		(30,306	)		—			(84,890	)
Inventories		(20,756	)		5,850			1,293			—			(13,613	)
Prepaid expenses		(3,705	)		(20	)		4,968			—			1,243
Accounts payable		4,446			578			(11,273	)		—			(6,249	)
Accrued expenses		20,339			945			(644	)		—			20,640
Other noncurrent liabilities		123			—			(4,473	)		—			(4,350	)
Income taxes payable (refundable)		(18,979	)		350			(1,921	)		(700	)		(21,250	)

Net cash flows from operations		84,452			38,101			75,807			(1,263	)		197,097

Cash flows from investing activities:
Purchase of property, plant and equipment		(43,590	)		(22,197	)		(31,287	)		—			(97,074	)
Acquisitions, net of cash acquired		—			—			(45,687	)		—			(45,687	)
Proceeds from sale of assets		113			39			5,873			—			6,025
Other, net		(10,192	)		(18,397	)		27,370			1,263			44

Net cash flows from investing activities		(53,669	)		(40,555	)		(43,731	)		1,263			(136,692	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			1,828			—			1,828
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term obligations		(39,197	)		—			(367	)		—			(39,564	)
Dividends paid		(21,520	)		—			—			—			(21,520	)
Dividends to noncontrolling interest		—			—			(1,944	)		—			(1,944	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Debt issuance fees		(1,747	)		—			—			—			(1,747	)
Proceeds from exercises under stock plans		21,827			—			—			—			21,827
Excess tax benefits from stock option exercises		5,494			—			—			—			5,494
Purchase of common treasury shares—stock plan exercises		(21,259	)		—			—			—			(21,259	)

Net cash flows from financing activities		(17,402	)		—			1,047			—			(16,355	)

Effect of exchange rate changes on cash and cash equivalents		—			2,285			4,900			—			7,185

Net change in cash and cash equivalents		13,381			(169	)		38,023			—			51,235
Cash and cash equivalents—beginning of year		27,545			6,883			328,466			—			362,894

Cash and cash equivalents—end of year	$	40,926		$	6,714		$	366,489		$	—		$	414,129