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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

For the fiscal year ended December 31, 2014

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

For the transition period from               TO

 

Commission file number

 

A.            Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

VALMONT INDUSTRIES, INC.

One Valmont Plaza

Omaha, Nebraska 68154-5215

 

Valmont Employee Retirement Savings Plan

 

Financial Statements as of and for the Years Ended December 31, 2014 and 2013, Supplemental Schedule as of December 31, 2014, and Report of Independent Registered Public Accounting Firm

 

 

 



Table of Contents

 

Valmont Employee Retirement Savings Plan

 

Financial Statements as of and for the Years Ended December 31, 2014 and 2013, Supplemental Schedule as of December 31, 2014, and Report of Independent Registered Accounting Firm

 



Table of Contents

 

VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013:

 

 

 

Statements of Net Assets Available for Benefits

2

 

 

Statements of Changes in Net Assets Available for Benefits

3

 

 

Notes to Financial Statements

4–11

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2014 —

12

 

 

Form 5500, Schedule H, Part IV, Line 4(i) — Schedule of Assets (Held at End of Year)

13

 

NOTE:          All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Plan Administrator and Participants of the

Valmont Employee Retirement Savings Plan:

 

We have audited the accompanying statements of net assets available for benefits of the Valmont Employee Retirement Savings Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The supplemental schedule listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2014 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

 

/s/ Deloitte & Touche LLP

 

Deloitte & Touche LLP

 

June 26, 2015

 

 

 



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VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Investments — at estimated fair value — Wells Fargo Stable Value Fund Q

 

$

61,791,006

 

$

67,330,633

 

Investments — at fair value:

 

 

 

 

 

Mutual funds

 

316,894,158

 

295,770,291

 

Valmont Industries, Inc. common stock

 

28,220,200

 

35,364,119

 

 

 

 

 

 

 

Total investments

 

406,905,364

 

398,465,043

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Notes receivable from participants

 

13,146,562

 

12,220,249

 

Due from broker for securities sold

 

1,454

 

1,670

 

Other Receivables

 

 

29,908

 

 

 

 

 

 

 

Total receivables

 

13,148,016

 

12,251,827

 

 

 

 

 

 

 

NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE

 

420,053,380

 

410,716,870

 

 

 

 

 

 

 

ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND

 

(866,517

)

(537,776

)

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

419,186,863

 

$

410,179,094

 

 

See notes to financial statements.

 

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VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Investment income:

 

 

 

 

 

Net (depreciation) appreciation in investments

 

$

(8,427,211

)

$

48,977,128

 

Interest and dividends on investments

 

24,505,696

 

11,102,371

 

 

 

 

 

 

 

Net investment income

 

16,078,485

 

60,079,499

 

 

 

 

 

 

 

Interest income on notes receivable from participants

 

507,937

 

461,623

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

10,847,487

 

10,390,096

 

Employee

 

20,065,712

 

19,113,356

 

Rollover

 

1,438,706

 

1,256,300

 

 

 

 

 

 

 

Total contributions

 

32,351,905

 

30,759,752

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Benefits paid to participants

 

39,753,542

 

28,983,805

 

Administrative fees

 

177,016

 

181,122

 

 

 

 

 

 

 

Total deductions

 

39,930,558

 

29,164,927

 

 

 

 

 

 

 

CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS

 

9,007,769

 

62,135,947

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

410,179,094

 

348,043,147

 

 

 

 

 

 

 

End of year

 

$

419,186,863

 

$

410,179,094

 

 

See notes to financial statements.

 

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VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

1.                      DESCRIPTION OF THE PLAN

 

The following description of the Valmont Industries, Inc. (the “Company” or “Plan Sponsor”) Valmont Employee Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan’s provisions.

 

General — The Plan constitutes a qualified plan under Section 401(a) of the Internal Revenue Code (IRC) of 1986 covering regular employees, as defined in the Plan document, who have completed 90 days of service from date of hire. The Human Resources committee of the Board of Directors of the Company oversees the operation and administration of the Plan. Fidelity Investments (“Fidelity”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Contributions — Each year, participants may contribute up to 50% of eligible compensation on a pretax basis and up to 10% on an after-tax basis, subject to certain IRC limitations. The combined total of pretax and after-tax contributions cannot exceed 50% of eligible compensation. Participants may also make rollover contributions representing distributions from a previous employer’s qualified plan or an Individual Retirement Account (IRA). The Company contributes 75% of the first 6% of eligible compensation that a participant contributes to the Plan on a pre-tax basis unless a participant is covered by a collective bargaining agreement in which case the terms of the collective bargaining agreement will apply. Upon enrollment in the Plan, a participant may direct employee and employer contributions in 1% increments into various investment options offered by the Plan. Allocation percentage and investments can be changed by the participant daily, subject to individual fund restrictions. The Plan has an automatic deferral feature in which employees that do not make an affirmative deferral election are deemed to have made a pre-tax deferral election of 3% of eligible compensation. The deferral percentage is increased by 1% annually up to a maximum of 6% of eligible compensation.

 

Participant Accounts — Each participant’s account is credited with the participant’s contributions and any associated Company contributions. The participant’s account is also credited with an allocation of Plan earnings or losses corresponding to the participant’s investment elections and is charged certain administrative expenses. Allocations of Plan earnings and losses are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Investments — Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a common/collective trust, mutual funds, and Valmont Industries, Inc. common stock as investment options for participants. Investments in Valmont Industries, Inc. common stock are limited to 25% of a participant’s account balance.

 

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Vesting — Participants’ contributions and the related investment earnings are immediately vested. The Company’s contributions and the related investment earnings are vested based on years of service:

 

Years of

 

Vesting

 

Service

 

Percentage

 

<2

 

%

2

 

25

 

3

 

50

 

4

 

75

 

>=5

 

100

 

 

Notes Receivable from Participants — The loan provisions of the Plan allow participants to borrow a minimum of $1,000 and a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loans bear interest at a percentage equal to the prime rate at the beginning of the month in which the loan originates, plus 1%. Loans are secured by the participant’s account balance and are scheduled for repayment by payroll deduction over a period of six months to four years. Loan transactions are treated as transfers between the investment funds and participants’ loan balances.

 

Benefit Payments — On termination of service with the Company (including termination of service due to death, disability, or retirement), distributions may be made in lump-sum or installments. Distributions to non-retirees are made in one payment or are deferred until a later date.

 

Participants are also eligible to make hardship withdrawals from their deferred contributions in the event of certain financial hardships. Following a hardship withdrawal, participants are not allowed to contribute to the Plan for a period of six months.

 

Forfeited Accounts — When certain terminations of participation in the Plan occur, the nonvested portion of the participant’s account as defined by the Plan, represents a forfeiture. At December 31, 2014 and 2013, net assets available for benefits included forfeited nonvested accounts of $58,620 and $40,734, respectively. Forfeited accounts are used to reduce future employer contributions. During 2014 and 2013, employer contributions were reduced by $551,364 and $435,910, respectively, from forfeited nonvested accounts.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in various investment instruments. Investment securities are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value. Fair value of a financial instrument 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. Shares of mutual funds managed by registered investment companies are valued at quoted net asset values. The Company’s common stock is valued at its quoted market price.

 

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Realized gains and losses on sales of investments and unrealized appreciation and depreciation in fair value of investments are based upon beginning of year market values or, if acquired during the year, cost.

 

The Wells Fargo Stable Value Fund Q is a bank common/collective trust fund and is valued at estimated fair value as determined by the bank based on the fair market value of the underlying investments. In accordance with GAAP, the stable value fund is included at estimated fair value in the statements of net assets available for benefits, and an additional line item is presented representing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

Management fees and operating expenses charged to the Plan for investments in the mutual funds and common/collective trust fund are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

 

Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

 

Administrative Fees — Administrative expenses of the Plan are paid by the Plan or the Plan Sponsor as provided in the Plan Document.

 

Payment of Benefits — Benefits are recorded when paid. There were no participants who had elected to withdraw from the Plan but had not yet been paid at December 31, 2014 and 2013.

 

Subsequent Events — Subsequent events were evaluated through June 26, 2014, the date the financial statements were available to be issued. There were no subsequent events to recognize or disclose in the financial statements.

 

3.                      INVESTMENTS

 

The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2014 and 2013, are as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Wells Fargo Stable Value Fund Q

 

$

61,791,006

 

$

67,330,633

 

PIMCO Total Return Institutional Fund

 

25,420,290

 

26,345,191

 

Dodge & Cox International Stock Fund

 

29,876,107

 

31,556,268

 

American Beacon Large Cap Value Fund

 

31,908,129

 

31,137,701

 

Fidelity Contrafund K*

 

48,474,435

 

49,728,784

 

Valmont Industries, Inc. common stock*

 

28,220,200

 

35,364,119

 

 


* Represents party-in-interest

 

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During the years ended December 31, 2014 and 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

Realized and Unrealized Gains/(Losses)

 

2014

 

2013

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Target date retirement funds

 

$

(4,078,295

)

$

10,607,942

 

Equity funds

 

510,213

 

30,003,528

 

Fixed income funds

 

(53,554

)

(1,527,996

)

International equity funds

 

(733,545

)

6,019,886

 

Other

 

16,484

 

(239,448

)

Common collective trust

 

822,804

 

987,016

 

Valmont Industries, Inc. common stock

 

(4,911,318

)

3,126,200

 

 

 

 

 

 

 

 

 

$

(8,427,211

)

$

48,977,128

 

 

4.                      FAIR VALUE MEASUREMENTS

 

ASC 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

Asset Valuation Techniques — Valuation technologies maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.

 

Common Stocks — Valued at the closing price reported on the active market on which the individual securities are traded.

 

Mutual Funds — Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

 

Stable Value Fund — Valued at the net asset value of units of a bank common/collective trust. The net asset value as provided by the trustee is used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.

 

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The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2014 and 2013.

 

 

 

Quoted Prices

 

Significant

 

 

 

 

 

 

 

in Active

 

Other

 

Significant

 

 

 

 

 

Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

2014

 

Investments

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Target date retirement funds

 

$

101,352,198

 

$

 

$

 

$

101,352,198

 

Equity funds

 

153,935,274

 

 

 

153,935,274

 

Fixed income funds

 

25,420,290

 

 

 

25,420,290

 

International equity funds

 

31,922,413

 

 

 

31,922,413

 

Other

 

4,263,983

 

 

 

4,263,983

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

316,894,158

 

 

 

316,894,158

 

 

 

 

 

 

 

 

 

 

 

Common collective trusts

 

 

 

61,791,006

 

 

61,791,006

 

Valmont Industries, Inc. common stock

 

28,220,200

 

 

 

28,220,200

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

345,114,358

 

$

61,791,006

 

$

 

$

406,905,364

 

 

 

 

Quoted Prices

 

Significant

 

 

 

 

 

 

 

in Active

 

Other

 

Significant

 

 

 

 

 

Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

2013

 

Investments

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Target date retirement funds

 

$

88,213,677

 

$

 

$

 

$

88,213,677

 

Equity funds

 

146,717,496

 

 

 

146,717,496

 

Fixed income funds

 

26,345,191

 

 

 

26,345,191

 

International equity funds

 

31,723,287

 

 

 

31,723,287

 

Other

 

2,770,640

 

 

 

2,770,640

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

295,770,291

 

 

 

295,770,291

 

 

 

 

 

 

 

 

 

 

 

Common collective trusts

 

 

 

67,330,633

 

 

67,330,633

 

Valmont Industries, Inc. common stock

 

35,364,119

 

 

 

35,364,119

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

331,134,410

 

$

67,330,633

 

$

 

$

398,465,043

 

 

Transfers between Levels — The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the end of the reporting period.

 

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We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the years ended December 31, 2014 and 2013, there were no transfers in or out of Levels 1, 2 or 3.

 

5.                      WELLS FARGO STABLE VALUE FUND Q

 

The stable value return fund (the “Fund”) is a common/collective trust fund sponsored by Wells Fargo Bank. The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund’s constant net asset value (NAV) of $1 per unit. Distributions to the Fund’s unit holders are declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain a stable net asset value of $1 per unit; although there is no guarantee the Fund will be able to maintain this value.

 

Participants, ordinarily, may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes the occurrence of events that would cause the Fund to transact at less than contract value is not probable.

 

Limitations on the Ability of the Fund to Transact at Contract Value

 

Restrictions on the Plan — Participant-initiated transactions are those transactions allowed by the Plan, including withdrawals for benefits, loans, or transfers to noncompeting funds within a plan, but excluding withdrawals that are deemed to be caused by the actions of the Plan Sponsor. The following employer-initiated events may limit the ability of the Fund to transact at contract value:

 

·                  A failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA

 

·                  Any communication given to Plan participants designed to influence a participant not to invest in the Fund or to transfer assets out of the Fund

 

·                  Any transfer of assets from the Fund directly into a competing investment option

 

·                  The establishment of a defined contribution plan that competes with the Plan for employee contributions

 

·                  Complete or partial termination of the Plan or its merger with another plan

 

Circumstances That Affect the Fund — The Fund invests in assets, typically fixed income securities or bond funds, and enters into “wrapper” contracts issued by third parties. A wrap contract is an agreement by another party, such as a bank or insurance company to make payments to the Fund in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a constant NAV and protect a portfolio in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a portfolio the difference between the contract value and the market value of the underlying assets once the market value has been totally exhausted.

 

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The wrap contracts generally contain provisions that limit the ability of the Fund to transact at contract value upon the occurrence of certain events. These events include:

 

·                  Any substantive modification of the Fund or the administration of the Fund that is not consented to by the wrap issuer

 

·                  Any change in law, regulation, or administrative ruling applicable to a plan that could have a material adverse effect on the Fund’s cash flow

 

·                  Employer-initiated transactions by participating plans as described above

 

In the event that wrap contracts fail to perform as intended, the Fund’s NAV may decline if the market value of its assets declines. The Fund’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments.

 

The Fund is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. This could result from the Fund’s inability to promptly find a replacement wrap contract following termination of a wrap contract. Wrap contracts are not transferable and have no trading market. There are a limited number of wrap issuers. The Fund may lose the benefit of wrap contracts on any portion of its assets in default in excess of a certain percentage of portfolio assets.

 

6.                      EXEMPT PARTY-IN-INTEREST TRANSACTIONS

 

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid to Fidelity by Plan participants for investment management and various other transaction-related services were $177,016 and $181,122 for the years ended December 31, 2014 and 2013, respectively.

 

At December 31, 2014 and 2013, the Plan held 222,206 and 237,152 shares, respectively, of common stock of the Company, with a cost basis of $14,376,514 and $14,574,675, respectively. During the years ended December 31, 2014 and 2013, the Plan recorded dividend income from the Company of $286,289 and $225,443, respectively.

 

7.                      PLAN TERMINATION

 

Although the Company has not expressed any intent to terminate the Plan, it may do so at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in the Company’s contributions to their accounts.

 

8.                      TAX STATUS

 

The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated November 21, 2014, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Company and Plan management believe the Plan is currently designed and operated in compliance with applicable requirements of the IRC. Accordingly, the Plan and related trust continue to be tax-exempt, and no provision for income taxes has been included in the Plan’s financial statements.

 

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GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

 

9.                      RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2014.

 

Statement of net assets available for benefits:

 

 

 

Net assets available for benefits per the financial statements

 

$

419,186,863

 

Adjustment from contract value to fair value for fully benefit-responsive stable value fund

 

866,517

 

 

 

 

 

Net assets available for benefits per the Form 5500 — at fair value

 

$

420,053,380

 

 

 

 

 

Statement of changes in net assets available for benefits:

 

 

 

Increase in net assets per the financial statements

 

$

9,007,769

 

Reverse adjustment from contract value to fair value for fully benefit-responsive stable value fund — December 31, 2013

 

(537,776

)

Adjustment from contract value to fair value for fully benefit-responsive stable value fund — December 31, 2014

 

866,517

 

 

 

 

 

Net income per Form 5500

 

$

9,336,510

 

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2013.

 

Statement of net assets available for benefits:

 

 

 

Net assets available for benefits per the financial statements

 

$

410,179,094

 

Adjustment from contract value to fair value for fully benefit-responsive stable value fund

 

537,776

 

 

 

 

 

Net assets available for benefits per the Form 5500 — at fair value

 

$

410,716,870

 

 

 

 

 

Statement of changes in net assets available for benefits:

 

 

 

Increase in net assets per the financial statements

 

$

62,135,947

 

Reverse adjustment from contract value to fair value for fully benefit-responsive stable value fund — December 31, 2012

 

(1,924,431

)

Adjustment from contract value to fair value for fully benefit-responsive stable value fund — December 31, 2013

 

537,776

 

 

 

 

 

Net income per Form 5500

 

$

60,749,292

 

 

******

 

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SUPPLEMENTAL SCHEDULE

 

12



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VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

Employer ID No: 47-0351813

Plan No: 003

 

FORM 5500, SCHEDULE H, PART IV, LINE 4(i) — SCHEDULE OF ASSETS

(HELD AT END OF YEAR)

AS OF DECEMBER 31, 2014

 

 

 

 

 

(c) Description of Investment, Including

 

 

 

 

 

(b) Identity of Issue, Borrower,

 

Maturity Date, Rate of Interest,

 

(e) Current

 

(a)

 

Lessor, or Similar Party

 

Collateral, and Par or Maturity Value

 

Value

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Stable Value Fund Q

 

4,207,574 shares

 

$

61,791,006

 

 

 

 

 

 

 

 

 

 

 

PIMCO Total Return Institutional Fund

 

2,384,643 shares

 

25,420,290

 

 

 

Columbia Acorn USA Fund

 

348,110 shares

 

10,801,851

 

 

 

Morgan Stanley Institutional Fund Trust

 

347,666 shares

 

13,677,184

 

 

 

JPMorgan Mid Cap Value Institutional

 

405,715 shares

 

15,072,305

 

 

 

Spartan Global ex U.S. Index Advantage

 

177,477 shares

 

2,046,306

 

 

 

Dodge & Cox International Stock Fund

 

709,478 shares

 

29,876,107

 

 

 

American Beacon Large Cap Value Fund

 

1,095,746 shares

 

31,908,129

 

 

 

Vanguard Institutional Index

 

106,172 shares

 

20,031,403

 

 

 

Vanguard Inflation Protected Securities

 

114,519 shares

 

2,962,594

 

*

 

Fidelity Contrafund K

 

495,142 shares

 

48,474,435

 

*

 

Fidelity Capital Appreciation Fund K

 

231,694 shares

 

8,359,513

 

*

 

Fidelity Small Cap Value Fund

 

296,379 shares

 

5,610,627

 

*

 

Fidelity Freedom Income K Fund

 

109,900 shares

 

1,301,217

 

*

 

Fidelity Freedom 2005 K Fund

 

36,692 shares

 

475,896

 

*

 

Fidelity Freedom 2010 K Fund

 

241,226 shares

 

3,184,187

 

*

 

Fidelity Freedom 2015 K Fund

 

845,039 shares

 

11,492,536

 

*

 

Fidelity Freedom 2020 K Fund

 

1,229,101 shares

 

17,502,394

 

*

 

Fidelity Freedom 2025 K Fund

 

1,067,313 shares

 

15,860,278

 

*

 

Fidelity Freedom 2030 K Fund

 

985,058 shares

 

14,943,324

 

*

 

Fidelity Freedom 2035 K Fund

 

699,067 shares

 

10,912,435

 

*

 

Fidelity Freedom 2040 K Fund

 

668,093 shares

 

10,455,653

 

*

 

Fidelity Freedom 2045 K Fund

 

414,290 shares

 

6,653,502

 

*

 

Fidelity Freedom 2050 K Fund

 

411,941 shares

 

6,661,090

 

*

 

Fidelity Freedom 2055 K Fund

 

269,824 shares

 

3,210,903

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

 

 

316,894,158

 

 

 

 

 

 

 

 

 

*

 

Valmont Industries, Inc. common stock

 

 

 

28,220,200

 

 

 

 

 

 

 

 

 

*

 

Notes receivable from participants

 

Interest rates ranging from 4.25% to 10.50%, loans maturing January 2015 to January 2019

 

13,146,562

 

 

 

 

 

 

 

 

 

 

 

Adjustment from fair value to contract value for stable value fund

 

(866,517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

419,185,409

 

 


*

 

Represents party-in-interest

 

 

 

 

 

 

See accompanying Report of Independent Registered Accounting Firm.

 

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SIGNATURES

 

THE PLAN

 

Pursuant to the requirements of the Securities Act of 1934, the Trustees (or other persons who administer the Valmont Employee Retirement Savings Plan) have duly caused this annual report on 11-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

 

 

 

Dated this 26th day of June, 2015.

 

 

 

 

 

 

By:

/s/ Timothy P. Francis

 

 

Timothy P. Francis

 

 

Committee Chairman

 



Table of Contents

 

INDEX TO EXHIBITS

 

Exhibit 23.1* — Consent of Deloitte and Touche LLP.

 


* Filed herewith.