8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 20, 2016

Date of report (Date of earliest event reported)

Valmont Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-31429	47-0351813
(Commission File Number)	(IRS Employer Identification No.)

One Valmont Plaza
Omaha, NE	68154
(Address of Principal Executive Offices)	(Zip Code)

(402) 963-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Valmont Industries, Inc. issued a press release on April 20, 2016 announcing its financial results for the company’s first quarter ended March 26, 2016.  The press release and the slide presentation to be used during the first quarter earnings call on April 21, 2016 are furnished with this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release dated April 20, 2016.
99.2	Earnings Call Slide Presentation April 21, 2016

2

SIGNATURES

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

	Valmont Industries, Inc.
Date: April 20, 2016
	By:	/s/ Mark Jaksich
		Name: Mark Jaksich
		Title: Chief Financial Officer

3

EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 20, 2016.
99.2	Earnings Call Slide Presentation April 21, 2016

4

EX-99.1

Exhibit 99.1

News Release		For Immediate Release
Contact:	Jeff Laudin	April 20, 2016
Phone:	402-963-1158
Fax:	402-963-1198

Valmont Reports First Quarter 2016 Earnings

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global provider of engineered products and services for infrastructure development and mechanized irrigation equipment and services for agriculture, today reported first quarter results.

·Revenues of $596.6 million were down 11% year-over-year, reflecting negative foreign currency translation and the revenue impact of significantly lower steel costs

·Operating income rose 8% to $62.4 million, which included $1.1 million negative foreign exchange impact; operating income was 10.5% of net sales, compared with 8.6% in 2015

·Diluted EPS increased 13% to $1.45 compared with $1.28 in 2015 due to restructuring, improved productivity and continued cost-cutting initiatives

·Free cash flow for the quarter totaled $66.5 million and the cash balance was $388 million

·The Company repurchased 154,000 shares for $17 million during the quarter; $169 million remains on the current authorization

·The Company is reaffirming 2016 annual guidance of diluted EPS up 12-15% from 2015 adjusted EPS of $5.63

“The positive impacts of cost savings associated with last year’s restructuring, productivity improvements beyond restructuring, and lower input costs contributed to improved profitability despite challenging end markets,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “We remain committed to delivering solid earnings growth this year.”

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Valmont Industries, Inc. · One Valmont Plaza · Omaha, Nebraska 68154 U.S.A. · www.valmont.com

	First Quarter
	13 Weeks Ended
Summarized Financial Info.	26-Mar-16			28-Mar-15
Net sales	$	596,605		$	670,398
Operating income	62,365			57,684
Operating income as a % of net sales	10.5		%	8.6		%
Net earnings - GAAP	32,969			30,739
Net earnings - Adjusted *	33,954			30,649
Diluted EPS - GAAP net earnings	$	1.45		$	1.28
Average Shares Oustanding - Diluted	22,816			23,982
Diluted EPS - Adjusted net earnings *	$	1.49		$	1.28
Average Shares Oustanding - Diluted	22,816			23,982

* Please see Reg. G reconciliation table on last page.

First Quarter Segment Review

Infrastructure-related

Engineered Support Structures (30% of Sales)

Poles, towers and components for the global lighting, traffic and wireless communication markets, and highway safety products.

First quarter sales of $177.0 million were comparable to last year, despite negative currency translation of $5.6 million. Improved sales in Asia Pacific were more than offset by lower project sales in Europe.

In North America, sales of lighting and traffic products were comparable with last year, with stronger U.S. sales in the commercial lighting market offsetting lower sales in Canada. Wireless communication product sales remain subdued in the US.

In Europe, Middle East and Africa, lighting and traffic structure sales declined year-over-year on difficult comps as the prior period reflected an export project in the Middle East. Sales in Europe were similar to last year.

In the Asia-Pacific region, wireless communication structure sales rose significantly amid the continued rollout of 4G wireless technology over broader regions of China. Other highway and pole businesses in the region remained comparable to last year.

Operating income rose 50% to $14.2 million or 8.0% of sales compared with operating income of $9.5 million or 5.3% of sales in 2015. The increase was driven by restructuring and cost reduction efforts, lower raw material prices, improved operating performance in North America, and volume leverage in the Asia Pacific region.

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Utility Support Structures (24% of Sales)

Steel and concrete structures for the global electric utility industry.

Sales of $144.5 million decreased 18% year-over-year due to lower volume and lower selling prices per ton, reflecting the impact of lower steel costs and mix shift toward smaller structures. International sales were lower than last year.

Operating income was $14.8 million compared to $15.4 million in 2015. Operating income as a percent of sales increased to 10.2% from 8.7%, reflecting the positive impact of restructuring and ongoing operational improvements.

Coatings Segment (12% of Sales)

Global galvanizing, painting and anodizing services.

Sales of $68.6 million were 8% lower than last year due to reduced sales in the Asia Pacific region; half of the decline was unfavorable currency translation. In North America, sales were comparable with 2015, including the revenue contribution from American Galvanizing, acquired in the fourth quarter of 2015.

Operating income of $11.4 million grew 4% over last year’s $11.0 million. Operating income as a percent of sales rose to 16.6% from 14.8% as a result of the favorable impact of 2015 restructuring initiatives and lower natural gas and zinc costs.

Energy and Mining Segment (12% of Sales)

Offshore structures, engineered access systems and grinding media.

Sales of $72.5 million reflect declines in all product lines leading to an 18% decrease from last year. Sales of wind tower products were firm, while other offshore structure sales were lower, negatively impacted by continued depressed oil prices. Weak energy and mining markets weighed on Access Systems results in Asia Pacific, although sales in civil and architectural markets improved. Grinding media revenues softened amid continued sluggish mining activity in Australia and also reflect the impact of lower-cost steel.

Operating income was $1.9 million compared with $4.4 million last year, a 56% decline. Operating income as a percent of sales was 2.6% reflecting the influence of lower oil and energy prices and reduced mining activity in Australia on segment performance. Last year’s restructuring dampened the impact of the weaker markets on operating performance.

Agriculture-related

Irrigation Segment (27% of Sales)

Agricultural irrigation equipment, parts, services and tubular products.

Irrigation Segment sales declined 9% to $158.5 million mostly due to reduced North America irrigation equipment and tubing sales. Irrigation equipment sales in North America were pressured by a reduction in net farm income. International irrigation equipment sales decreased due to the impact of currency translation. The international irrigation markets are highly diverse and benefitted from increased project activity in Eastern Europe and the Middle East that more than offset declines in other markets. Tubing sales were significantly lower due to reduced demand from agricultural equipment manufacturers and continued low steel prices.

Operating income of $28.8 million was modestly below last year’s $30.2 million due to the weakness in tubing markets. Operating income as a percent of sales improved to 18.2% from 17.3% last year mainly due to cost management, improved productivity and lower raw material cost.

Outlook:

“The result of the restructuring activities of last year are manifested in our improved profitability despite lower first quarter revenues,” Mr. Bay said. “For the balance of the year, we expect revenues more in line with last year and are reaffirming annual guidance.”

“We continue to operate in a challenging external environment but continue to control what we can do to drive improved profitability. The positive long-term, global drivers for our businesses remain in place. Efficient use of water for food production will only increase in urgency and economic growth cannot be sustained without investments in the world’s infrastructure. We believe we are well positioned to participate in these opportunities.”

An audio discussion of Valmont’s first quarter results will be available live by Telephone by dialing 1-877-493-2981 and entering Conference ID#: 15295782 or via Webcast at 8:00 a.m. CDT April 21, 2016 at https://engage.vevent.com/rt/valmontindustries_ao~42116.  A replay is available through the above link or by telephone (877-493-2981 or 404-537-3406, Conference ID#: 15295782) beginning April 21, 2016 at 10:00 a.m. CDT through 12:00 p.m. CDT on April 28, 2016. The Company’s slide presentation to be used by management for the call is available on Form 8-K filed April 21, 2016 with the Securities and Exchange Commission.

Valmont is a global leader, designing and manufacturing highly engineered products that support global infrastructure development and agricultural productivity. Its products for infrastructure serve highway, transportation, wireless communication, electric transmission, and industrial construction and energy markets. Its mechanized irrigation equipment for large scale agriculture improves farm productivity while conserving fresh water resources. In addition, Valmont provides coatings services that protect against corrosion and improve the service lives of steel and other metal products.

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This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which Valmont operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include among other things, risk factors described from time to time in Valmont’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included in this press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(unaudited)

	First Quarter 13 Weeks Ended
	26-Mar-16			28-Mar-15
Net sales	$	596,605		$	670,398
Cost of sales	435,636			504,944
Gross profit	160,969			165,454
Selling, general and administrative expenses	98,604			107,771
Operating income	62,365			57,683
Other income (expense):
Interest expense	(11,054		)	(11,128		)
Interest income	811			875
Other	(1,678		)	1,016
	(11,921		)	(9,237		)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	50,444			48,446
Income tax expense	16,273			16,939
Net earnings	34,171			31,507
Less: Earnings attributable to non-controlling interests	(1,202		)	(768		)
Net earnings attributable to Valmont Industries, Inc.	$	32,969		$	30,739
Average shares outstanding (000’s) - Basic	22,700			23,868
Earnings per share - Basic	$	1.45		$	1.29
Average shares outstanding (000’s) - Diluted	22,816			23,982
Earnings per share - Diluted	$	1.45		$	1.28
Cash dividends per share	$	0.375		$	0.375

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

	First Quarter
	13 Weeks Ended
	26-Mar-16			28-Mar-15
Sales
Engineered Support Structures	$	176,971		$	177,904
Energy & Mining	$	72,449		88,061
Utility Support Structures	144,520			176,341
Coatings	68,581			74,360
Infrastructure products	462,521			516,666
Irrigation	158,514			174,577
Other	—			2,169
Less: Intersegment sales	(24,430		)	(23,014		)
Total	$	596,605		$	670,398
Operating Income
Engineered Support Structures	$	14,208		$	9,450
Energy & Mining	1,903			4,366
Utility Support Structures	14,768			15,357
Coatings	11,413			10,999
Infrastructure products	42,292			40,172
Irrigation	28,844			30,174
Other	—			(1,108		)
Corporate	(8,771		)	(11,555		)
Total	$	62,365		$	57,683

Valmont has aggregated its business segments into five reportable segments as follows:

Engineered Support Structures: This segment consists of the manufacture of engineered metal structures and components for global lighting and traffic, wireless communication, and roadway safety. 

Energy and Mining: This segment includes the manufacture of access systems applications, forged steel grinding media, and offshore oil and gas and wind energy structures;

Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry.

Coatings: This segment consists of global galvanizing, painting and anodizing services.

Irrigation: This segment consists of the manufacture of agricultural irrigation equipment, related parts, and services worldwide as well as tubular products for industrial customers. 

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	26-Mar-16		28-Mar-15
ASSETS
Current assets:
Cash and cash equivalents	$	387,714	$	318,366
Accounts receivable, net	449,379		503,649
Inventories	350,768		379,514
Prepaid expenses	46,080		48,344
Refundable and deferred income taxes	18,897		53,032
Total current assets	1,252,838		1,302,905
Property, plant and equipment, net	532,507		586,745
Goodwill and other assets	614,517		694,479
	$	2,399,862	$	2,584,129
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	1,110	$	1,070
Notes payable to banks	2,402		14,459
Accounts payable	183,059		189,349
Accrued expenses	169,479		169,823
Dividend payable	8,527		8,889
Total current liabilities	364,577		383,590
Long-term debt, excluding current installments	756,878		765,762
Other long-term liabilities	298,256		290,913
Shareholders’ equity	980,151		1,143,864
	$	2,399,862	$	2,584,129

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) and dollars in thousands

	13 Weeks Ended			13 Weeks Ended
	26-Mar-16			28-Mar-15
Cash flows from operating activities
Net Earnings	$	34,171		$	31,507
Depreciation and amortization	20,598			23,901
Contribution to defined benefit pension plan	—			(15,735		)
Change in working capital	16,427			4,802
Other	9,331			11,053
Net cash flows from operating activities	80,527			55,528
Cash flows from investing activities
Purchase of property, plant, and equipment	(13,961		)	(16,615		)
Other	(2,180		)	3,115
Net cash flows from investing activities	(16,141		)	(13,500		)
Cash flows from financing activities
Principal payments on long-term borrowings	(220		)	(224		)
Purchase of treasury shares	(16,939		)	(72,900		)
Dividends paid	(8,571		)	(9,086		)
Other	2,356			(186		)
Net cash flows from financing activities	(23,374		)	(82,396		)
Effect of exchange rates on cash and cash equivalents	(2,372		)	(12,845		)
Net change in cash and cash equivalents	38,640			(53,213		)
Cash and cash equivalents - beginning of year	349,074			371,579
Cash and cash equivalents - end of period	$	387,714		$	318,366

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(unaudited)

The schedule below details the non-cash after-tax loss/(gain) recorded to adjust the shares of Delta EMD Pty. Ltd (Delta EMD) to its quoted market price (fair value) at each quarter-end. It also discloses the after-tax restructuring expense recognized in fiscal 2015.  We believe it is useful when considering Company performance for the non-GAAP adjusted net earnings to be considered by management and investors with the related reported GAAP measures.

	Quarter ended  March 26,  2016		Diluted  earnings per  share		Quarter ended  March 28,  2015			Diluted  earnings per  share
Net earnings attributable to Valmont Industries, Inc. - as reported	$	32,969	$	1.45	$	30,739		$	1.28
Fair market value adjustment, Delta EMD - after-tax	985		0.04		(600		)	(0.03		)
Restructuring Expense (pre-tax $785 in 2015)	—		—		510			0.02
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	33,954	$	1.49	$	30,649		$	1.28

Earnings per share for each item are calculated separately. Therefore the sum of earnings per share amounts for each item above may not agree with the total.

-end-

EX-99.2

Exhibit 99.2

1Q 2016 Earnings Call Presentation

2 These slides contain (and the accompanying oral discussion will contain) “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks. uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements. including general economic and business conditions. conditions affecting the industries served by the Company and its subsidiaries. conditions affecting the Company’s customers and suppliers. competitor responses to the Company’s products and services. the overall market acceptance of such products and services. the integration of acquisitions and other factors disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company’s current plans. estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Forward-looking Statement Disclosure

3 Benefits of restructuring and other productivity Improvements drive improved earnings despite lower revenues Revenues down 11%; 27% of the decline was foreign currency translation. Operating income rose 8% including $1.1 million negative foreign exchange impact. Operating income was 10.5% of net sales, compared with 8.6% in 2015. Diluted earnings per share increased 13% to $1.45 over $1.28 in 2015. Free cash flows for the quarter and year totaled $66.5 million and the cash balance was $388 million. Repurchased 154,000 shares. $169 million remaining on the current authorization. Re-affirming annual guidance EPS up 12-15% from 2015 adjusted EPS of $5.63. First Quarter Highlights

4 Dollars in millions except per share amounts 2015 2016 Percent Change Engineered Support Structures $178.9 $177.0 (0.5%) Utility Support Structures 176.3 144.5 (18.0% Coatings 74.3 68.5 (7.8%) Energy & Mining 88.1 72.4 (17.7%) Irrigation 174.6 158.5 (9.2%) Other 2.2 - Intersegment Sales (23.0) (24.4) Net Sales $607.4 $596.6 (11.0%) Operating Income $57.7 $62.4 8.1% Net Income $30.7 $33.0 7.2% Diluted Earnings Per Share $1.28 $1.45 13.3% Financial Highlights

5 Dollars in millions Operating Income 1Q 2015 Operating Income 1Q 2016 Increase /Decrease Operating Income Percent 1Q 2015 Operating Income Percent 1Q 2016 Engineered Support Structures $9.5 $14.2 48.6% 5.3% 7.9% Utility Support Structures 15.4 14.8 (3.8%) 8.7% 10.2% Coatings 11.0 11.4 3.8% 14.8% 16.6% Energy &Mining 4.4 1.9 (52.7%) 5.0% 2.9% Irrigation $30.2 28.8 (4.4%) 17.3% 18.2% Other (1.1) - Corporate (11.5) (8.8) Consolidated Operating Income $57.7 $62.4 8.1% 8.6% 10.5% Financial Highlights Operating Income

6 Engineered Support Structures 2015 Revenue $170.8 Volume 6.7 Pricing/Mix (5.9) Acquisitions - Currency Translation (5.6) 2016 Revenue $166.0 North America Lighting and Traffic revenue stable Major European project sale last year did not repeat Asia Pacific benefitting from 4G wireless buildout in China and Australia India, while small, improving year over year $ in millions Sales Net of Intercompany Activity $177.9 $177.0 $- $50 $100 $150 $200 Revenue 2015 2016 $9.5 $14.2 $- $5 $10 $15 Operating Income 2015 2016

7 Utility Support Structures 2015 Revenue $176.1 Volume (16.5) Pricing/Mix (15.3) Acquisitions - Currency Translation - 2016 Revenue $144.3 Unfavorable mix comparisons to last year in terms of structure size More bid market work than last year Lower steel costs contributed significantly to decreased revenue Pricing firming Lead times extending $ in millions Sales Net of Intercompany Activity $176.3 $144.5 $- $50 $100 $150 $200 Revenue 2015 2016 $15.4 $14.8 $- $5 $10 $15 $20 Operating Income 2015 2016

8 Coatings 2015 Revenue $61.8 Volume (1.4) Pricing/Mix (1.1) Acquisitions 1.9 Currency Translation (2.4) 2016 Revenue $58.8 Less internal utility and irrigation volumes Australia volumes below last year Lower zinc costs this quarter Construction on new Texas plant on schedule $ in millions Sales Net of Intercompany Activity $74.4 $68.6 $- $20 $40 $60 $80 Revenue 2015 2016 $11.0 $11.4 $- $5 $10 $15 Operating Income 2015 2016

9 Energy and Mining 2015 Revenue $88.1 Volume (9.1) Pricing/Mix (2.2) Acquisitions - Currency Translation (5.9) 2016 Revenue $70.8 Volume challenged in all markets due to energy and mining weakness Structures and rotor housing orders for offshore wind energy strong Growing access systems sales in civil and architectural markets Pricing in grinding media mostly driven by steel costs $ in millions Sales Net of Intercompany Activity $88.1 $72.4 $- $20 $40 $60 $80 $100 Revenue 2015 2016 $4.4 $2.1 $- $1 $2 $3 $4 $5 Operating Income 2015 2016

10 Irrigation 2015 Revenue $172.8 Volume (9.6) Pricing/Mix (0.5) Acquisitions - Currency Translation (6.0) 2016 Revenue $156.7 US Net Farm Income down 37% to $56.4 billion, below 10 year average Solid capacity and operational management International markets benefit from diversification and projects Industry pricing discipline in North America did not unravel $ in millions Sales Net of Intercompany Activity $174.6 $158.5 $150 $160 $170 $180 Revenue 2015 2016 $30.2 $28.8 $- $10 $20 $30 $40 Operating Income 2015 2016

11 2015 2016 Change Net Income $31.5 $34.2 $2.7 Deprec/Amort 23.9 20.6 (3.3) Working Capital Reduction 4.7 16.4 11.7 Other (4.6) 9.3 14.9 Operating CF 55.5 80.5 25.0 CapEx (16.6) (14.0) 2.6 Free Cash Flow $38.9 $66.5 $27.5 Free Cash Flow – Improved Over 2015 and > Net Income No pension plan contribution in 2016 ($15.7mm in 2015) CapEx for 2016 expected to be $70mm Dollars in Millions

1Q 2016 Actual Credit Rating 12 Balance Sheet – 1Q 2016 Goal: Maintain Investment-grade rating; Keep Debt/EBITDA from 1.5 to 2.5x Free Cash Flow $66.5M Q1 Cash At 03/31 $388M ($307 Ex. US) Total Debt $760M Debt/Adjusted EBITDA 2.71x Adjusted S&P BBB+ Negative Moody’s Baa3 Stable See the Company’s Reg G reconciliation at end of presentation. Debt Maturities – in Millions

13 Improved Profitability and EPS Despite Top-Line Challenges Positive Effects from Restructuring and Productivity Improvements Utility segment returned to double-digit operating profit Good quality of earnings in Irrigation despite lower sales Strong Balance Sheet and Liquidity Free Cash Flow Exceeded Net Earnings Management Reaffirms EPS Guidance of 12-15% Improvement Over Adjusted 2015 EPS Summary – Positive Q1 Comparisons Despite Positive Q1 Comparisons Despite Headwinds in Irrigation and E&M

Unaudited and in 000's For the Fi rst Quarter Ended March 28, 2015 Engineered Support Structures Utility Support Structures Other/ Corporate Energy & Mi ni ng Segment Operating Inco me Reco nciliatio n Co atings Irrigatio n TOTAL Operating income (loss) - as reported $ 9,450 $ 4,366 $ 15,357 $ 10,999 $ 30,174 $ (12,663) $ 57,683 Restructuring expenses, pre-tax 475 310 - - - - 785 Adjusted Operating Income $ 9,925 $ 4,676 $ 15,357 $ 10,999 $ 30,174 $ (12,663) $ 58,468 Sales, net of intercompany eliminations 170,798 88,012 176,052 61,813 172,853 870 670,398 Operating Income as a % of Sales Adjusted Operating Income as a % of Sales For the Second Quarter Ended June 27, 2015 Engineered Support Structures Utility Support Structures Other/ Corporate Energy & Mi ni ng Segment Operating Inco me Reco nciliatio n Co atings Irrigatio n TOTAL Operating income (loss) - as reported $ 16,289 $ 2,553 $ 10,400 $ 7,886 $ 31,865 $ (14,993) $ 54,000 Restructuring expenses, pre-tax 3,029 1,541 2,455 4,769 349 2,130 14,273 Adjusted Operating Income $ 19,318 $ 4,094 $ 12,855 $ 12,655 $ 32,214 $ (12,863) $ 68,273 Sales, net of intercompany eliminations 196,622 86,250 162,655 63,916 171,545 1,134 682,122 Operating Income as a % of Sales Adjusted Operating Income as a % of Sales We believe it is useful when considering Company performance for the non-GAAP adjusted net earnings to be considered by management and investors with the related reported GAAP measures. 14 Valmont Industries. Inc. | 1 Q 2016 8.3% 3.0% 6.4% 12.3% 18.6% NM 9.8% 4.7% 7.9% 19.8% 18.8% NM 5.5% 5.0% 8.7% 17.8% 17.5% NM 5.8% 5.3% 8.7% 17.8% 17.5% NM Valmont – Recast 2015 Segment Figures by Quarter

15 Valmont – Recast 2015 Segment Figures (Cont.) Valmont – Recast 2015 Segment Figures (Cont.) For the Fourth Quarter Ended Dec. 26, 2015

16 Valmont – Calculation of Adjusted EBITDA and Leverage Ratio Valmont – Calculation of Adjusted EBITDA and Leverage Ratio Adjusted EBITDA 280,824