(7) 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:

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended March 28, 2015

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	329,131		$	95,948		$	302,236		$	(56,917	)	$	670,398
Cost of sales		249,867			74,896			236,985			(56,804	)		504,944

Gross profit		79,264			21,052			65,251			(113	)		165,454
Selling, general and administrative expenses		48,042			11,297			48,432			—			107,771

Operating income		31,222			9,755			16,819			(113	)		57,683

Other income (expense):
Interest expense		(10,832	)		—			(296	)		—			(11,128	)
Interest income		9			2			863			—			874
Other		(649	)		(24	)		1,689			—			1,016

		(11,472	)		(22	)		2,256			—			(9,238	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		19,750			9,733			19,075			(113	)		48,445

Income tax expense (benefit):
Current		1,392			4,627			5,797			(42	)		11,774
Deferred		5,469			(533	)		228			—			5,164

		6,861			4,094			6,025			(42	)		16,938

Earnings before equity in earnings of nonconsolidated subsidiaries		12,889			5,639			13,050			(71	)		31,507
Equity in earnings of nonconsolidated subsidiaries		17,850			4,305			—			(22,155	)		—

Net earnings		30,739			9,944			13,050			(22,226	)		31,507
Less: Earnings attributable to noncontrolling interests		—			—			(768	)		—			(768	)

Net earnings attributable to Valmont Industries, Inc	$	30,739		$	9,944		$	12,282		$	(22,226	)	$	30,739

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended March 29, 2014

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	376,642		$	135,897		$	300,281		$	(61,080	)	$	751,740
Cost of sales		271,759			99,816			234,634			(61,451	)		544,758

Gross profit		104,883			36,081			65,647			371			206,982
Selling, general and administrative expenses		47,790			12,991			47,353			—			108,134

Operating income		57,093			23,090			18,294			371			98,848

Other income (expense):
Interest expense		(7,675	)		—			(522	)		—			(8,197	)
Interest income		20			183			1,536			—			1,739
Other		67			(492	)		(5,387	)		—			(5,812	)

		(7,588	)		(309	)		(4,373	)		—			(12,270	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		49,505			22,781			13,921			371			86,578

Income tax expense (benefit):
Current		19,878			8,054			4,902			104			32,938
Deferred		(1,843	)		(412	)		(668	)		—			(2,923	)

		18,035			7,642			4,234			104			30,015

Earnings before equity in earnings of nonconsolidated subsidiaries		31,470			15,139			9,687			267			56,563
Equity in earnings of nonconsolidated subsidiaries		24,510			545			—			(25,055	)		—

Net earnings		55,980			15,684			9,687			(24,788	)		56,563
Less: Earnings attributable to noncontrolling interests		—			—			(583	)		—			(583	)

Net earnings attributable to Valmont Industries, Inc	$	55,980		$	15,684		$	9,104		$	(24,788	)	$	55,980

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended March 28, 2015

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net earnings	$	30,739		$	9,944		$	13,050		$	(22,226	)	$	31,507

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(8,888	)		(49,290	)		—			(58,178	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		18			—			—			—			18
Gain on cash flow hedges		92			—			202						294
Equity in other comprehensive income		(55,881	)		—			—			55,881			—

Other comprehensive income (loss)		(55,771	)		(8,888	)		(49,688	)		55,881			(57,866	)

Comprehensive income		(25,032	)		1,056			(36,038	)		33,655			(26,359	)
Comprehensive income attributable to noncontrolling interests		—			—			1,327			—			1,327

Comprehensive income attributable to Valmont Industries, Inc.	$	(25,032	)	$	1,056		$	(39,711	)	$	33,655		$	(25,032	)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended March 29, 2014

	Parent		Guarantors		Non- Guarantors			Eliminations			Total
Net earnings	$	55,980	$	15,684	$	9,687		$	(24,788	)	$	56,563

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—		1,189		10,448			—			11,637
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100		—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—		—		(233	)		—			(233	)
Equity in other comprehensive income		12,075		—		—			(12,075	)		—

Other comprehensive income (loss)		12,175		1,189		10,215			(12,075	)		11,504

Comprehensive income		68,155		16,873		19,902			(36,863	)		68,067
Comprehensive income attributable to noncontrolling interests		—		—		88			—			88

Comprehensive income attributable to Valmont Industries, Inc.	$	68,155	$	16,873	$	19,990		$	(36,863	)	$	68,155

CONDENSED CONSOLIDATED BALANCE SHEETS
March 28, 2015

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	25,571		$	1,367		$	291,428		$	—		$	318,366
Receivables, net		163,095			61,818			278,736			—			503,649
Inventories		122,962			65,221			194,400			(3,069	)		379,514
Prepaid expenses		4,806			753			42,785			—			48,344
Refundable and deferred income taxes		39,909			6,397			6,726			—			53,032

Total current assets		356,343			135,556			814,075			(3,069	)		1,302,905

Property, plant and equipment, at cost		561,174			125,618			437,459			—			1,124,251
Less accumulated depreciation and amortization		326,839			67,383			143,283			—			537,505

Net property, plant and equipment		234,335			58,235			294,176			—			586,746

Goodwill		20,108			107,542			246,238			—			373,888
Other intangible assets		279			42,439			146,672			—			189,390
Investment in subsidiaries and intercompany accounts		1,405,751			821,802			896,850			(3,124,403	)		—
Other assets		49,615			—			81,586			—			131,201

Total assets	$	2,066,431		$	1,165,574		$	2,479,597		$	(3,127,472	)	$	2,584,130


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	213		$	—		$	857		$	—		$	1,070
Notes payable to banks		—			—			14,459			—			14,459
Accounts payable		64,251			13,709			111,389			—			189,349
Accrued employee compensation and benefits		32,270			4,359			34,559			—			71,188
Accrued expenses		44,316			6,077			48,243			—			98,636
Dividends payable		8,889			—			—			—			8,889

Total current liabilities		149,939			24,145			209,507			—			383,591

Deferred income taxes		3,906			28,658			33,765						66,329
Long-term debt, excluding current installments		759,682			—			6,080						765,762
Defined benefit pension liability		—						127,708						127,708
Deferred compensation		45,121			—			5,906						51,027
Other noncurrent liabilities		9,874			—			35,975						45,849
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			648,682			(1,106,632	)		27,900
Additional paid-in capital		—			150,286			1,098,408			(1,248,694	)		—
Retained earnings		1,741,252			562,619			409,583			(972,202	)		1,741,252
Accumulated other comprehensive income (loss)		(190,204	)		(58,084	)		(141,972	)		200,056			(190,204	)
Treasury stock		(481,039	)		—			—			—			(481,039	)

Total Valmont Industries, Inc. shareholders' equity		1,097,909			1,112,771			2,014,701			(3,127,472	)		1,097,909

Noncontrolling interest in consolidated subsidiaries		—			—			45,955			—			45,955

Total shareholders' equity		1,097,909			1,112,771			2,060,656			(3,127,472	)		1,143,864

Total liabilities and shareholders' equity	$	2,066,431		$	1,165,574		$	2,479,597		$	(3,127,472	)	$	2,584,130

CONDENSED CONSOLIDATED BALANCE SHEETS
December 27, 2014

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

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

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

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

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

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


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

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

Deferred income taxes		5,584			28,988			37,225			—			71,797
Long-term debt, excluding current installments		759,895			—			6,759			—			766,654
Defined benefit pension liability		—			—			150,124			—			150,124
Deferred compensation		41,803			—			6,129						47,932
Other noncurrent liabilities		8,081			—			37,461			—			45,542
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			648,682			(1,106,632	)		27,900
Additional paid-in capital		—			150,286			1,098,408			(1,248,694	)		—
Retained earnings		1,718,662			552,676			397,302			(949,978	)		1,718,662
Accumulated other comprehensive income		(134,433	)		(49,196	)		(96,065	)		145,261			(134,433	)
Treasury stock		(410,296	)		—			—			—			(410,296	)

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

Noncontrolling interest in consolidated subsidiaries								48,572						48,572

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

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 28, 2015

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	30,739		$	9,944		$	13,050		$	(22,226	)	$	31,507
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		7,478			3,151			13,272			—			23,901
Loss on investment		—			—			4,415			—			4,415
Stock-based compensation		1,761			—			—			—			1,761
Defined benefit pension plan expense		—			—			(150	)					(150	)
Contribution to defined benefit pension plan		—			—			(15,735	)		—			(15,735	)
Gain on sale of property, plant and equipment		(13	)		(10	)		(113	)		—			(136	)
Equity in earnings in nonconsolidated subsidiaries		(17,850	)		(4,305	)		—			22,155			—
Deferred income taxes		5,469			(533	)		228			—			5,164
Changes in assets and liabilities (net of acquisitions):
Receivables		(4,779	)		6,595			16,768			—			18,584
Inventories		4,897			(10,307	)		(21,631	)		—			(27,041	)
Prepaid expenses		2,282			(251	)		2,923			—			4,954
Accounts payable		4,358			(1,442	)		(4,177	)		—			(1,261	)
Accrued expenses		(2,966	)		(1,001	)		(1,357	)		—			(5,324	)
Other noncurrent liabilities		1,834			—			(150	)		—			1,684
Income taxes payable (refundable)		6,252			(4	)		6,957			—			13,205

Net cash flows from operating activities		39,462			1,837			14,300			(71	)		55,528

Cash flows from investing activities:
Purchase of property, plant and equipment		(4,995	)		(1,492	)		(10,128	)		—			(16,615	)
Proceeds from sale of assets		15			19			151			—			185
Acquisitions, net of cash acquired		—			—			—			—			—
Other, net		3,257			(1,130	)		732			71			2,930

Net cash flows from investing activities		(1,723	)		(2,603	)		(9,245	)		71			(13,500	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			1,155			—			1,155
Proceeds from long-term borrowings		—			—			—			—			—
Principal payments on long-term borrowings		—			—			(224	)		—			(224	)
Settlement of financial derivative		—			—			—			—			—
Dividends paid		(9,086	)		—			—			—			(9,086	)
Intercompany dividends		—			—			—			—			—
Dividends to noncontrolling interest		—			—			(1,290	)		—			(1,290	)
Proceeds from exercises under stock plans		1,760			—			—			—			1,760
Excess tax benefits from stock option exercises		345			—			—			—			345
Purchase of treasury shares		(72,900	)		—			—			—			(72,900	)
Purchase of common treasury shares—stock plan exercises:		(2,156	)		—			—			—			(2,156	)

Net cash flows from financing activities		(82,037	)		—			(359	)		—			(82,396	)

Effect of exchange rate changes on cash and cash equivalents		—			(24	)		(12,821	)		—			(12,845	)

Net change in cash and cash equivalents		(44,298	)		(790	)		(8,125	)		—			(53,213	)
Cash and cash equivalents—beginning of year		69,869			2,157			299,553			—			371,579

Cash and cash equivalents—end of period	$	25,571		$	1,367		$	291,428		$	—		$	318,366

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 29, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	55,980		$	15,684		$	9,687		$	(24,788	)	$	56,563
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		6,041			3,278			10,282			—			19,601
Loss on investment		—			—			3,386			—			3,386
Stock-based compensation		1,880			—			—			—			1,880
Defined benefit pension plan expense		—			—			662			—			662
Contribution to defined benefit pension plan		—			—			(17,484	)		—			(17,484	)
Gain on sale of property, plant and equipment		(9	)		(77	)		(41	)		—			(127	)
Equity in earnings in nonconsolidated subsidiaries		(24,510	)		(545	)		—			25,055			—
Deferred income taxes		(1,843	)		(412	)		(668	)		—			(2,923	)
Changes in assets and liabilities (net of acquisitions):
Receivables		(13,949	)		24,027			21,590			—			31,668
Inventories		(20,723	)		2,753			(19,941	)		—			(37,911	)
Prepaid expenses		286			89			(9,523	)		—			(9,148	)
Accounts payable		9,294			(1,175	)		(20,590	)		—			(12,471	)
Accrued expenses		(22,614	)		(9,943	)		2,668			—			(29,889	)
Other noncurrent liabilities		2,104			—			(553	)		—			1,551
Income taxes payable (refundable)		16,640			586			(667	)		—			16,559

Net cash flows from operating activities		8,577			34,265			(21,192	)		267			21,917

Cash flows from investing activities:
Purchase of property, plant and equipment		(11,282	)		(1,767	)		(10,477	)		—			(23,526	)
Proceeds from sale of assets		19			77			1,295			—			1,391
Acquisitions, net of cash acquired		—			—			(120,483	)		—			(120,483	)
Other, net		17,175			(36,918	)		19,020			(267	)		(990	)

Net cash flows from investing activities		5,912			(38,608	)		(110,645	)		(267	)		(143,608	)

Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			(4,056	)		—			(4,056	)
Principal payments on long-term borrowings		—			—			(63	)		—			(63	)
Dividends paid		(6,706	)		—			—			—			(6,706	)
Dividends to noncontrolling interest		—			—			(351	)		—			(351	)
Intercompany capital contribution		(143,000	)		—			143,000			—			—
Proceeds from exercises under stock plans		7,860			—			—			—			7,860
Excess tax benefits from stock option exercises		2,296			—			—			—			2,296
Purchase of common treasury shares—stock plan exercises:		(8,574	)		—			—			—			(8,574	)

Net cash flows from financing activities		(148,124	)		—			138,530			—			(9,594	)

Effect of exchange rate changes on cash and cash equivalents		—			1,154			4,620			—			5,774

Net change in cash and cash equivalents		(133,635	)		(3,189	)		11,313			—			(125,511	)
Cash and cash equivalents—beginning of year		215,576			29,797			368,333			—			613,706

Cash and cash equivalents—end of period	$	81,941		$	26,608		$	379,646		$	—		$	488,195