Item 1. Business. 	 --------- 	 (a) General Description of Business 				 	 Valmont Industries, Inc., a Delaware Corporation, (together with its subsidiaries the "Company") is engaged in industrial products and irrigation products businesses. The Industrial Products segment involves the manufacture and distribution of engineered metal structures and lighting ballasts. The Irrigation Products segment involves the manufacture and distribution of agricultural irrigation equipment and related products. The description of Valmont's businesses set forth on pages 4 through 11 of the Company's Annual Report is incorporated herein by reference. 	 	The Company entered the Irrigation Products market in 1953 from its manufacturing location in Valley, Nebraska. The Industrial Products segment began producing and marketing engineered metal structures as a result of manufacturing support efforts for the irrigation business.
	Valmont has grown internally and by acquisition. Valmont has also divested certain businesses. Valmont's acquisitions include (i) an expansion into the French steel and aluminum structures market in 1989 with the acquisition of Sermeto, (ii) the acquisition in 1991 of Valmont Nederland (formerly Nolte Mastenfabriek B.V.), a Dutch manufacturer of steel poles structures, (iii) the acquisition in 1991 of an 80% interest in Lampadaires Feralux, Inc., a Canadian producer of aluminum pole structures, and (iv) the acquisition in 1994 of the assets of Energy Steel Corporation of Tulsa, Oklahoma, a manufacturer of utility products. Divestitures include (i) the sale in 1994 of the assets of Good-All Electric, Inc., a Colorado producer of cathodic protection rectifiers, (ii) the 1993 sale of its investment in Inacom Corp., a national microcomputer reseller business initially established as a division of the Company, (iii) the 1993 exit of the steel reinforcing bar business, and (iv) the 1989 divestiture of the Gate City Steel service center business.
	(b) Industry Segments
	The Company classifies its operations into two business segments: 	 	Industrial Products - The manufacture and distribution of engineered metal structures and lighting ballasts. 	 	Irrigation Products - manufacture and distribution of agricultural irrigation equipment and related products. 	 	The amounts of revenues, operating income (together with a reconciliation to consolidated earnings before taxes and minority interest) and identifiable assets attributable to each segment for each of the last three years are set forth on pages 27 and 28 of the Annual Report and incorporated herein by reference.
	(c) Narrative Description of Business
	Principal Products Produced and Services Rendered. 	-------------------------------------------------- 	The information called for by this item is hereby incorporated by reference to pages 4 through 11 in the Company's Annual Report. 	 	Suppliers and Availability of Raw Materials. 	-------------------------------------------- 	Hot rolled steel coil and other carbon steel products are the primary raw materials utilized in the manufacture of finished products for the Industrial Products and Irrigation Products segments. These essential items are purchased from steel mills and steel service centers and are readily available. In addition to steel, key elements of the ballast manufacturing process are copper and aluminum wire. These items are obtained from wire mills and are also readily available. It is not likely that key raw materials would be unavailable for extended periods.
	Patents, Licenses, Franchises and Concessions. 	---------------------------------------------- 	Valmont has a number of patents for its irrigation and ballast designs. The Company also has a number of registered trademarks. Management believes the loss of any individual patent would not have a material adverse affect on the financial condition of the Company.
	Seasonal Factors in Business. 	----------------------------- 	Sales in the Company's irrigation segment can be somewhat seasonal based upon the agricultural growing season. 	 	Customers. 	---------- 	The Company is not dependent for a material part of its business upon a single customer, or upon very few customers, the loss of any one of which would have a material adverse effect on the financial condition of the Company. 	 	Backlog. 	-------- 	The backlog of orders for the principal products manufactured and marketed was approximately $96.3 million at the end of the 1994 fiscal year and $82.6 million at the close of 1993. It is anticipated that most of the backlog of orders will be filled during fiscal year 1995. At year end, the backlog by segment was as follows (dollar amounts in millions):
	The Company begins 1995 with an order backlog that is more than 16% higher than at the beginning of fiscal 1994. The metal structures and lighting ballast backlogs at the beginning of 1995 account for all of the backlog increase over the beginning of 1994, while the irrigation products segment's beginning backlog is approximately equal to the that of 1994.
	Competitive Conditions. 	----------------------- 	In the Industrial Products segment, Valmont is a major manufacturer and supplier of engineered metal structures to the lighting, utility and communication industries; the Company delivers a broad line of custom steel tubing products and manufactures and distributes lighting ballasts. The Irrigation Products segment involves the manufacture and distribution of mechanized irrigation equipment for both the U.S. and international
markets. The Company believes it is the world's leading manufacturer of mechanized irrigation systems. The key competitive strategy used by the Company in each segment is one of high quality and service. 	 	Research Activities. 	-------------------- 	The information called for by this item is hereby incorporated by reference to the following captioned paragraph (at the page indicated) in the Company's Annual Report: 						 Page In 							Annual 	Paragraph Caption in Annual Report Report 	---------------------------------- ------ 	RESEARCH AND DEVELOPMENT 27 	 	Environmental Disclosure. 	------------------------- 	The Company is subject to various federal, state and local laws and regulations pertaining to environmental protection and the discharge of materials into the environment. Although the Company continues to incur expenses and to make capital expenditures related to environmental protection, it does not anticipate that future expenditures will materially impact the financial condition of the Company. 	 	Number of Employees. 	-------------------- 	At December 31, 1994, the number of employees was 3,754. 	 	Financial Information about Foreign Operations and Export Sales. 	---------------------------------------------------------------- 	Valmont's international sales activity encompasses approximately seventy foreign countries. The information called for by this item is hereby incorporated by reference to the following captioned heading (at the page indicated) in the Company's Annual Report: 						 Page In 							Annual 	Paragraph Caption in Annual Report Report 	---------------------------------- ------ 	SUMMARY BY GEOGRAPHICAL AREA 28
Item 2.
Item 2. Properties. 	----------- 	The Company's primary plant and offices are located on a 352 acre site near Valley, Nebraska, which is approximately twenty miles west of Omaha, Nebraska. Of the total acres noted above, 336 are owned in fee. The other 16 acres are leased on a yearly basis from the Union Pacific Railroad Company, which serves the Company's primary plant, and which is entitled to terminate the lease on a one-year notice in the event that the land is required for railroad operations. The Valley, Nebraska location is used in common as the primary facilities by Irrigation Products and certain Industrial Products administrative and operating personnel. The Industrial Products segment's other significant properties are three locations in France and two locations for Valmont Electric. Valmont Electric leases plant and office facilities in El Paso, Texas under long-term agreement. Valmont Electric also owns a plant and office facilities in Juarez, Mexico which are located on land held in trust under a long-term agreement. In addition, the Company operates other facilities as set forth on page 12 of the Company's Annual Report, which information is incorporated herein by reference.
Item 3.
Item 3. Pending Legal Proceedings. 	-------------------------- 	The Company is involved in a limited number of legal actions. Management believes that the ultimate resolution of all pending litigation will not have a material adverse effect on the Company's financial condition.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. 	---------------------------------------------------- 	Not applicable.
Executive Officers of the Company --------------------------------- The executive officers of the Company, their ages, positions held, and the business experience of each during the past five years are, as follows: 	 	Robert B. Daugherty, Age 73, Chairman of the Board and 	Director of the Company continuously since March, 1947.
	Mogens C. Bay, Age 46, President and Chief Executive Officer of 	the Company since August, 1993 and Director of the Company since 	October, 1993. From 1991 to August, 1993 served as President and 	Chief Operating Officer of the Irrigation Division of the Company. 	Prior to 1991 served as President and General Manager of the 	International Division of the Company. 	 	Gary L. Cavey, Age 46, President, North American Operations 	Industrial and Construction Products since July, 1994. From 1985 	to July, 1994 served as Vice President Marketing of Industrial and 	Construction Products. 	 	Vincent T. Corso, Age 47, Vice President - Operations since June, 	1994. Previously served as Vice President - Corporate Manufacturing, 	Emerson Electric from 1992 and Vice President of Operations for 	Appleton Electric (a wholly owned subsidiary of Emerson Electric) 	from 1987. 	 	Thomas P. Egan, Jr., Age 46, Vice President, Corporate Counsel and 	Secretary of the Company since 1984. 	 	Joseph M. Goecke, Age 57, President and Chief Operating Officer - 	Valmont Irrigation since August 1993. Vice President - Operations 	of the Irrigation Division since 1991. Prior to 1991 served as 	President and General Manager of the Domestic Irrigation Division 	of the Company. 	 	Lewis P. Hays, Age 53, President and Chief Operating Officer, 	Industrial and Construction Products since 1985. 	 	Terry J. McClain, Age 47, Vice President and Chief Financial Officer 	of the Company since January, 1994. Vice President-Finance and 	Accounting of the Irrigation Division since 1990. 	 	E. Robert Meaney, Age 47, President and Chief Operating Officer - 	Valmont International since February, 1994. Previously served as 	President Directeur General, Continental Can France, S.A. from 1989 	and General Manager Finance & Planning - International from 1986. 	 	Howard G. Sachs, Age 52, President and Chief Operating Officer - 	Valmont Electric, Inc. since October, 1993. Previously served 	Honeywell Keyboard Division from 1987, and as Vice President and 	General Manager from 1991 and Director of Manufacturing from 1988. 	 	Brian C. Stanley, Age 52, Vice President - Investor Relations and 	Controller of the Company since January, 1994. Vice President and 	Treasurer of the Company since 1990. 	 	Tom L. Whalen, Age 47, Vice President, Human Resources of the 	Company since 1982. 						 				 PART II 				 ------- Item 5.
Item 5. Market for the Registrant's Common Stock and Related Stockholder 	---------------------------------------------------------------- 	Matters. 	-------- Item 6.
Item 6. Selected Financial Data. 	------------------------ Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and 	--------------------------------------------------------------- 	Results of Operations. 	---------------------- 	The information called for by items 5, 6 and 7 is hereby incorporated by reference to the following captioned paragraphs (at the pages indicated) in the Company's Annual Report:
Item 8.
Item 8. Financial Statements and Supplementary Data. 	-------------------------------------------- 	 The financial statements called for by this item is hereby incorporated by reference to the Company's Annual Report as set forth on pages 20 through 28, together with the independent auditors' report on page 30. The supplemental quarterly financial information is incorporated herein by reference to page 29 of the Company's Annual Report.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure. 	----------------------------------------------------- 	None
				 PART III 				 -------- Item 10.
Item 10. Directors and Executive Officers of the Registrant. 	 --------------------------------------------------- Item 11.
Item 11. Executive Compensation. 	 ----------------------- Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. 	 --------------------------------------------------------------- Item 13.
Item 13. Certain Relationships and Related Transactions. 	 ----------------------------------------------- 	 Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, 12 and 13 is hereby incorporated by reference to pages 4 through 10 of the Company's Proxy Statement.
				 PART IV 				 ------- Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. 	 ---------------------------------------------------------------- 	 (a) (1) (2) Financial Statements. See index to financial statement schedules on page. 	 (a) (3) Exhibits. See exhibit index, incorporated herein by reference. 	 (b) Reports on Form 8-K. The Company did not file a report on Form 8-K during the last quarter of the period covered by this report.
			 			 			 VALMONT INDUSTRIES, INC. 			 AND SUBSIDIARIES 		 		 Financial Statement Schedules Supporting 	 Consolidated Financial Statements for Inclusion 			 in Annual Report (Form 10-K) 		 December 31, 1994, December 25, 1993 			 and December 26, 1992 		 (With Independent Auditors' Report Thereon)
PEAT MARWICK LLP (letterhead) Two Central Park Plaza Suite 1501 Omaha, NE 68102
233 South 13th Street, Suite 1600 Lincoln, NE 68508-2041
			 INDEPENDENT AUDITORS' REPORT 			 ---------------------------- The Board of Directors and Shareholders Valmont Industries, Inc.: Under date of February 16, 1995, we reported on the consolidated balance sheets of Valmont Industries, Inc. and subsidiaries as of December 31, 1994 and December 25, 1993, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, as contained in the 1994 Annual Report to Shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the year 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related supplementary notes and financial statement schedules as listed in the accompanying index. These supplementary notes and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these supplementary notes and financial statement schedules based on our audits.
In our opinion, such supplementary notes and financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As described in Note 6 to the consolidated financial statements, the Company adopted the provisions of the Statements of Financial Accounting Standards No. 109, Accounting for Income Taxes, in fiscal 1993. 	 					 KPMG PEAT MARWICK LLP
Omaha, Nebraska February 16, 1995 			 		 		 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements and Financial Statement Schedules
Consolidated Financial Statements
The following consolidated financial statements of Valmont Industries, Inc. and subsidiaries have been incorporated by reference to pages 20 to 30 of the Company's Annual Report to Shareholders for the year ended December 31, 1994:
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1994 and December 25, 1993
Consolidated Statements of Operations - Three-Year Period Ended December 31, 1994
Consolidated Statements of Shareholders' Equity - Three-Year Period Ended December 31, 1994
Consolidated Statements of Cash Flows - Three-Year Period Ended December 31, 1994
Notes to Consolidated Financial Statements - Three-Year Period Ended December 31, 1994 	 								 Page Financial Statement Schedules Supporting Consolidated Financial Statements
SCHEDULE II - Valuation and Qualifying Accounts
SCHEDULE XI - Statement Re: Computation of Per Share Earnings
All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes. Separate financial statements of the Registrant have been omitted because the Registrant meets the requirements which permit omission. 								 9
							 Schedule II 							 ----------- 	 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
		 Valuation and Qualifying Accounts
			(Dollars in thousands)
*The deductions from reserves are net of recoveries. 	 				 	 	 								 Schedule XI 								 ----------- 		 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES 	 	 Statement Re: Computation of Per Share Earnings 	 	 (Dollars in thousands, except per share amounts)
Earnings per share are determined by dividing net earnings by the weighted number of shares outstanding and equivalent common shares from dilutive stock options.
				
				 SIGNATURES 	The Registrant. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 24th day of March, 1995. 				Valmont Industries, Inc. 				 /s/ Mogens C. Bay 				By ___________________________ 					Mogens C. Bay 					Chief Executive Officer 	 	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Valmont Industries, Inc. and in the capacities indicated on the dates indicated.
/s/Mogens C. Bay 3/24/95 __________________________ Director, President and __________ Mogens C. Bay Chief Executive Officer Date 				(Principal Executive 				Officer)
/s/Terry C. McClain 3/24/95 __________________________ Vice President and __________ Terry J. McClain Chief Financial Officer Date 				(Principal Financial 				Officer)
/s/Brian C. Stanley 3/24/95 __________________________ Vice President - Investor __________ Brian C. Stanley Relations & Controller Date 				(Principal Accounting 				Officer)
Robert B. Daugherty* John E. Jones* Charles M. Harper* Thomas F. Madison* Allen F. Jacobson* Walter Scott, Jr.* Lloyd P. Johnson* Robert G. Wallace* 	 	*Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this 24th day of March, 1995. A Power of Attorney authorizing Mogens C. Bay to sign the Annual Report of Form 10-K on behalf of each of the indicated directors of Valmont Industries, Inc. has been filed herein as Exhibit 24. 				 				/s/Mogens C. Bay 				By ___________________________ 				 Mogens C. Bay 				 Attorney-in-Fact
			INDEX TO EXHIBITS 		 		This Exhibit Index relates to exhibits filed as a part of this Report. Numbers are assigned to exhibits in accordance with Item 601 of Regulation S-K. Page numbers relate to the pages in the sequential numbering system where the exhibits can be found (for those exhibits which are not incorporated by reference).
Exhibit 3(a) - The Company's Certificate of Incorporation, as amended..Page 14
Exhibit 3(b) - The Company's By-Laws, as amended. This document 	 was filed with the Company's Annual Report on 	 Form 10-K for the fiscal year ended December 28, 1991 	 and is incorporated herein by reference.
Exhibit 10(a) - The Company's 1983 Stock Option Plan. This document 		was filed with the Company's Annual Report on 		Form 10-K for the fiscal year ended December 26, 1992 		and is incorporated herein by reference.
Exhibit 10(b) - The Company's 1988 Stock Plan and Amendments. This 		document was filed with the Company's Annual Report 		on Form 10-K for the fiscal year ended December 26, 1992 		and is incorporated herein by reference.
Exhibit 10(c) - Valmont Industries, Inc. 1994 Incentive Bonus Plan. 		This document was filed with the Company's Quarterly 		Report on Form 10-Q for the quarter ended September 24, 		1994 and is incorporated herein by reference.
Exhibit 11 - Statement re: Computation of Per Share Earnings 	 included as Schedule XI of the Consolidated Supporting 	 Schedules herein.
Exhibit 13 - The Company's Annual Report to Shareholders 	 for its fiscal year ended December 31, 1994......................Page 56
Exhibit 18 - Letter re: Change in Accounting Principle................Page 92
Exhibit 21 - Subsidiaries of the Company...............................Page 93
Exhibit 23 - Consent of KPMG Peat Marwick..............................Page 94
Exhibit 24 - Power of Attorney.........................................Page 95
Exhibit 27 - Financial Data Schedule...................................Page 96
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to Valmont Industries' long-term debt are not filed with this Form 10-K. Valmont will furnish a copy of such long-term debt agreements to the Securities and Exchange Commission upon request.
Management contracts and compensatory plans are set forth as exhibits 10(a), 10(b) and 10(c).