EX-99.1 2 a17-6921_1ex99d1.htm EX-99.1

Exhibit 99.1

News Release | For Immediate Release

Contact: | Jeff Laudin | February 21, 2017
Phone: | 402-963-1158 |
Fax: | 402-963-1198 |

Valmont Reports Fourth Quarter and

Fiscal Year 2016 Results

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 fourth quarter and full year 2016 results.

|  | Fourth Quarter |  | Year-to-date |
|  | 14/13 Weeks Ended |  | 53/52 Weeks Ended |
Summarized Financial Information |  | 31-Dec-16 |  | 26-Dec-15 |  | 31-Dec-16 |  | 26-Dec-15 |
Net sales |  | $ | 674,575 |  | $ | 633,828 |  | $ | 2,521,676 |  | $ | 2,618,924 |
Operating income |  | 56,093 |  | (17,000 | ) | 243,504 |  | 131,695 |
Operating income as a % of net sales GAAP |  | 8.3 | % | -2.7 | % | 9.7 | % | 5.0 | %
Operating income Adjusted(1) |  | 63,434 |  | 49,789 |  | 255,929 |  | 237,527 |
Operating income as a % of net sales Adjusted(1) |  | 9.4 | % | 7.9 | % | 10.1 | % | 9.1 | %
Net earnings - GAAP |  | 70,064 |  | (30,561 | ) | 173,232 |  | 40,117 |
Net earnings - Adjusted(1) |  | 36,343 |  | 31,104 |  | 145,767 |  | 131,798 |
Diluted EPS - GAAP net earnings |  | $ | 3.10 |  | $ | (1.34 | ) | $ | 7.63 |  | $ | 1.71 |
Average Shares Outstanding - Diluted |  | 22,611 |  | 22,892 |  | 22,709 |  | 23,405 |
Diluted EPS - Adjusted net earnings(1) |  | $ | 1.61 |  | $ | 1.35 |  | $ | 6.42 |  | $ | 5.63 |
Average Shares Outstanding - Diluted |  | 22,611 |  | 23,018 |  | 22,709 |  | 23,405 |

Fourth Quarter Highlights:

· Revenues increased 6% due to improved volumes in the Engineered Support Structures, Utility Support Structures and Energy and Mining Segments

· GAAP operating income increased $73.1 million and adjusted operating income(1) increased 27%, or $13.6 million; all segments realized improved profitability except Coatings

· GAAP diluted earnings per share (EPS) were $3.10 compared to a loss of $1.34 in 2015 and adjusted diluted EPS(1) were $1.61 and $1.35 in 2016 and 2015, respectively

· Q4 included two non-cash, non-recurring transactions with positive effect; the removal of a contingent liability and an increase in deferred tax assets related to a legal entity reorganization

(1) Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

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

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Total Year Highlights:

· Full-year revenues declined 4% mostly due to the revenue impact of lower cost steel in the Utility Support Structures Segment and foreign exchange translation

· GAAP operating income increased $111.8 million and adjusted operating income(1) increased 8%, or $18.4 million

· GAAP diluted EPS were $7.63, compared to $1.71 last year and adjusted diluted EPS(1) were $6.42, compared to last year’s $5.63, up 14%

· The Company completed its announced restructuring plans and incurred $12.4 million of pre-tax restructuring expense in 2016; total savings realized from restructuring actions approximate $22 million

· The Company repurchased 441,000 shares for $53.8 million; $132 million remains on the current authorization

“We are pleased with our revenue growth in the fourth quarter,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “Utility Support Structures Segment sales benefited from a stronger North American market. The Engineered Support Structures and Energy and Mining Segments had double-digit revenue gains. Coatings Segment sales equaled last year, as internal utility volumes offset lower external demand. Irrigation Segment sales were equivalent to last year, with modestly lower North American and improved international sales.

“For the fourth quarter, GAAP operating income was 8.3% of sales, and 9.4% on an adjusted basis(1). For the year, GAAP operating income was 9.7% of sales, and 10.1% on an adjusted basis(1).”

Fourth Quarter Segment Review

Infrastructure-related

Engineered Support Structures (32% of Sales)

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

Sales of $216.5 million were 12% higher than last year as a result of improved wireless communication product sales in North America and the Asia Pacific region. In North America, sales of lighting and traffic products were comparable with last year.

In Europe, sales of lighting and traffic structures were similar to last year as general economic conditions are limiting growth in infrastructure investment.

(1) Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

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Operating income was $16.6 million or 7.7% of sales ($19.2 million and 8.9% adjusted(1)) compared to $13.9 million, or 7.2% of sales in 2015 ($18.0 million and 9.3% adjusted(1)). Higher steel costs during the quarter modestly pressured margins in the segment.

Utility Support Structures (27% of Sales)

Steel and concrete structures for the global electric utility industry.

Sales of $185.1 million increased 8.5% year-over-year driven by higher volumes and pricing that rose in-line with higher average steel costs earlier in the year. The ongoing needs to improve grid reliability and interconnect regional transmission grids are supporting market growth.

Operating income increased to $20.8 million or 11.2% of sales, compared to a loss of $2.4 million in 2015 ($16.2 million and 9.5% adjusted(1)), benefitting from higher volume, operational leverage, improved pricing and productivity improvements.

Coatings Segment (11% of Sales)

Global galvanizing, painting and anodizing services.

Sales of $75.5 million were equal to last year. Higher sales in the Asia-Pacific region offset lower North American sales, where sales to external customers were lower than last year, largely due to weaker demand in the alternative energy markets. Sales to other Valmont segments helped to partly offset lower external volumes.

Operating income was $9.5 million, or 12.5% of sales, ($9.8 million and 13.0% adjusted(1)) compared to $5.4 million, or 7.1% of sales in 2015 ($12.9 million and 17.0% adjusted(1)). In North America, in addition to lower volumes, the sales mix was unfavorable with greater internal sales. Rising zinc costs pressured margins as price recovery lagged somewhat. Included in Q4 results were startup costs associated with a new facility in Texas.

Energy and Mining Segment (13% of Sales)

Offshore structures, engineered access systems and grinding media.

Segment sales of $87.9 million were 12% higher than last year with gains across the major product lines. Offshore wind structures and component sales helped offset continued soft demand for oil and gas exploration structures. Access systems sales increased led by improved sales into architectural and construction markets in Australia. Grinding media demand increased partly due to customer purchase patterns in light of rising steel costs.

Operating income increased to $2.7 million or 3.0% of sales ($6.2 million and 7.1% adjusted(1)) compared to a loss of $21.5 million in 2015, (operating income of $0.5 million and 0.6% adjusted(1)). The increase was driven by improved operating performance, in part due to restructuring actions, as well as higher sales.

(1) Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

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Agriculture-related

Irrigation Segment (20% of Sales)

Agricultural irrigation equipment, parts, services and tubular products.

Global sales of $136.6 million were similar to last year. In North America, sales declined modestly. International sales rose, led by a stronger Latin American market. Tubing sales were similar to last year.

Operating income was higher at $17.1 million, or 12.5% of sales ($17.5 million and 12.8% adjusted(1)) compared to $8.3 million, or 6.0% of sales in 2015 ($16.2 million and 11.8% adjusted(1)).The improvement in operating income was largely due to the contribution of stronger international results and lower SG&A.

2017 Outlook:

For 2017, the company is issuing annual guidance for diluted EPS to increase approximately 10% from adjusted EPS(1) of $6.42.

Assumptions:

· Revenue growth — mid single digit with each segment expecting positive comparisons

· Raw material costs — up early in year, moderate later

· Foreign exchange translation effects minor

· Tax rate of 31%

“We expect to meet all of our financial goals as outlined at our February 2016 investor day,” Mr. Bay said. “For 2017, revenue should grow around 5% without acquisitions. While EPS is expected to decrease on a GAAP basis from $7.63, we expect 10% growth over the $6.42 adjusted result. We also expect to meet or exceed our 10% return on invested capital and more than one-time free cash flow conversion targets.”

An audio discussion of Valmont’s fourth quarter results will be available live by Telephone by dialing 1-877-493-2981 and entering Conference ID#:52411634 or via Webcast at 8:00 a.m. CST February 22, 2017 at https://engage.vevent.com/rt/valmontindustries_ao~52411634. A replay is available through the above link or by telephone (855) 859-2056 or +44 (0)1452550000, Conference ID#:52411634 beginning February 22, 2017 at 10:00 a.m. CST through 12:00 p.m. CST on March 2, 2017. The Company’s slide presentation for the call will be simultaneously available on the investor relations tab at www.valmont.com under Investor Relations.

(1) Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

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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.

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.

(1) Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(unaudited)

|  | Fourth Quarter |  | Year-to-Date |
|  | 14/13 Weeks Ended |  | 53/52 Weeks Ended |
|  | 31-Dec-16 |  | 26-Dec-15 |  | 31-Dec-16 |  | 26-Dec-15 |
Net sales |  | $ | 674,575 |  | $ | 633,828 |  | $ | 2,521,676 |  | $ | 2,618,924 |
Cost of sales |  | 509,441 |  | 504,548 |  | 1,865,433 |  | 1,997,891 |
Gross profit |  | 165,134 |  | 129,280 |  | 656,243 |  | 621,033 |
Selling, general and administrative expenses |  | 109,041 |  | 119,510 |  | 412,739 |  | 447,368 |
Impairment of goodwill and intangible assets |  | — |  | 26,770 |  | — |  | 41,970 |
Operating income (loss) |  | 56,093 |  | (17,000 | ) | 243,504 |  | 131,695 |
Other income (expense) |  |  |  |  |  |  |  |  |
Interest expense |  | (11,133 | ) | (11,141 | ) | (44,409 | ) | (44,621 | )
Interest income |  | 816 |  | 901 |  | 3,105 |  | 3,296 |
Other |  | 17,802 |  | 2,879 |  | 18,254 |  | 2,637 |
|  | 7,485 |  | (7,361 | ) | (23,050 | ) | (38,688 | )
Earnings (loss) before income taxes and equity in earnings of nonconsolidated subsidiaries |  | 63,578 |  | (24,361 | ) | 220,454 |  | 93,007 |
Income tax expense |  | (7,679 | ) | 4,554 |  | 42,063 |  | 47,427 |
Earnings (loss) before equity in earnings of nonconsolidated subsidiaries |  | 71,257 |  | (28,915 | ) | 178,391 |  | 45,580 |
Equity in earnings of nonconsolidated subsidiaries |  | — |  | (247 | ) | — |  | (247 | )
Net earnings (loss) |  | 71,257 |  | (29,162 | ) | 178,391 |  | 45,333 |
Less: Earnings attributable to non-controlling interests |  | (1,193 | ) | (1,399 | ) | (5,159 | ) | (5,216 | )
Net earnings (loss) attributable to Valmont Industries, Inc. |  | $ | 70,064 |  | $ | (30,561 | ) | $ | 173,232 |  | $ | 40,117 |
Average shares outstanding (000’s) - Basic |  | 22,439 |  | 22,892 |  | 22,562 |  | 23,288 |
Earnings (loss) per share - Basic |  | $ | 3.12 |  | $ | (1.34 | ) | $ | 7.68 |  | $ | 1.72 |
Average shares outstanding (000’s) - Diluted |  | 22,611 |  | 22,892 |  | 22,709 |  | 23,405 |
Earnings (loss) per share - Diluted |  | $ | 3.10 |  | $ | (1.34 | ) | $ | 7.63 |  | $ | 1.71 |
Cash dividends per share |  | $ | 0.375 |  | $ | 0.375 |  | $ | 1.500 |  | $ | 1.500 |

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

|  | Fourth Quarter |  | Year-to-Date |
|  | 14/13 Weeks Ended |  | 53/52 Weeks Ended |
|  | 31-Dec-16 |  | 26-Dec-15 |  | 31-Dec-16 |  | 26-Dec-15 |
Net sales |  |  |  |  |  |  |  |  |
Engineered Support Structures |  | $ | 216,454 |  | $ | 193,383 |  | $ | 800,525 |  | $ | 771,453 |
Energy and Mining |  | 87,944 |  | 78,764 |  | 322,637 |  | 337,859 |
Utility Support Structures |  | 185,119 |  | 170,623 |  | 631,551 |  | 674,577 |
Coatings |  | 75,520 |  | 75,731 |  | 289,481 |  | 302,385 |
Infrastructure products |  | 565,037 |  | 518,501 |  | 2,044,194 |  | 2,086,274 |
Irrigation |  | 136,628 |  | 137,546 |  | 575,204 |  | 612,201 |
Other |  | — |  | 1,046 |  | — |  | 7,247 |
Less: Intersegment sales |  | (27,091 | ) | (23,265 | ) | (97,722 | ) | (86,798 | )
Total |  | $ | 674,575 |  | $ | 633,828 |  | $ | 2,521,676 |  | $ | 2,618,924 |
Operating Income (loss) |  |  |  |  |  |  |  |  |
Engineered Support Structures |  | $ | 16,645 |  | $ | 13,850 |  | $ | 71,398 |  | $ | 59,592 |
Energy and Mining |  | 2,667 |  | (21,523 | ) | 11,851 |  | (18,762 | )
Utility Support Structures |  | 20,751 |  | (2,414 | ) | 69,077 |  | 37,847 |
Coatings |  | 9,464 |  | 5,363 |  | 46,596 |  | 27,369 |
Infrastructure products |  | 49,527 |  | (4,724 | ) | 198,922 |  | 106,046 |
Irrigation |  | 17,074 |  | 8,305 |  | 87,835 |  | 84,537 |
Other |  | — |  | (6,039 | ) | — |  | (9,802 | )
Corporate |  | (10,508 | ) | (14,542 | ) | (43,253 | ) | (49,086 | )
Total |  | $ | 56,093 |  | $ | (17,000 | ) | $ | 243,504 |  | $ | 131,695 |

The backlog of orders for the principal products manufactured and marketed was $602 million at the end of fiscal 2016 and $591 million at the end of the 2015 fiscal year. We anticipate that most of the backlog of orders will be filled during fiscal year 2017. At year-end, the segments with backlog were as follows (dollar amounts in millions):

|  | 31-Dec-16 |  | 26-Dec-15 |
Engineered Support Structures |  | $ | 171 |  | $ | 148 |
Energy and Mining |  | 99 |  | 111 |
Utility Support Structures |  | 268 |  | 245 |
Irrigation |  | 64 |  | 87 |
Coatings |  | — |  | — |
Other |  | — |  | — |
|  | $ | 602 |  | $ | 591 |

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

Engineered Support Structures: This segment consists of the manufacture of engineered 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 and related parts and services worldwide and tubular products for industrial customers.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

|  | 31-Dec-16 |  | 26-Dec-15 |
ASSETS |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents |  | $ | 399,948 |  | $ | 349,074 |
Accounts receivable, net |  | 439,342 |  | 466,443 |
Inventories |  | 350,028 |  | 340,672 |
Prepaid expenses |  | 57,297 |  | 46,137 |
Refundable and deferred income taxes |  | 6,601 |  | 24,526 |
Total current assets |  | 1,253,216 |  | 1,226,852 |
Property, plant and equipment, net |  | 518,335 |  | 532,489 |
Goodwill and other assets |  | 620,180 |  | 633,041 |
|  | $ | 2,391,731 |  | $ | 2,392,382 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |
Current liabilities: |  |  |  |  |
Current installments of long-term debt |  | $ | 851 |  | $ | 1,077 |
Notes payable to banks |  | 746 |  | 976 |
Accounts payable |  | 177,488 |  | 179,983 |
Accrued expenses |  | 162,318 |  | 175,947 |
Dividend payable |  | 8,445 |  | 8,571 |
Total current liabilities |  | 349,848 |  | 366,554 |
Long-term debt, excluding current installments |  | 754,795 |  | 756,918 |
Defined benefit pension liability |  | 209,470 |  | 179,323 |
Other long-term liabilities |  | 95,032 |  | 124,376 |
Shareholders’ equity |  | 982,586 |  | 965,211 |
|  | $ | 2,391,731 |  | $ | 2,392,382 |

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

|  | Year to Date |  | Year to Date |
|  | 31-Dec-16 |  | 26-Dec-15 |
Cash flows from operating activities |  |  |  |  |
Net Earnings |  | $ | 178,391 |  | $ | 45,333 |
Depreciation and amortization |  | 82,417 |  | 91,144 |
Impairment of assets - restructuring activities |  | 1,099 |  | 19,836 |
Impairment of goodwill and trade names |  | — |  | 41,970 |
Change in working capital |  | 10,190 |  | 71,891 |
Deferred income tax (benefit) expense |  | (23,685 | ) | 4,858 |
Other |  | (29,244 | ) | (2,765 | )
Net cash flows from operating activities |  | 219,168 |  | 272,267 |
Cash flows from investing activities |  |  |  |  |
Purchase of property, plant, and equipment |  | (57,920 | ) | (45,468 | )
Acquisitions, net of cash acquired |  | — |  | (12,778 | )
Other |  | 4,871 |  | 10,075 |
Net cash flows from investing activities |  | (53,049 | ) | (48,171 | )
Cash flows from financing activities |  |  |  |  |
Proceeds from long-term borrowings |  | — |  | 68,000 |
Principal payments on borrowings |  | (2,206 | ) | (81,951 | )
Purchase of treasury shares |  | (53,800 | ) | (168,983 | )
Dividends paid |  | (34,053 | ) | (35,357 | )
Other |  | (5,099 | ) | (1,714 | )
Net cash flows from financing activities |  | (95,158 | ) | (220,005 | )
Effect of exchange rates on cash and cash equivalents |  | (20,087 | ) | (26,596 | )
Net change in cash and cash equivalents |  | 50,874 |  | (22,505 | )
Cash and cash equivalents - beginning of year |  | 349,074 |  | 371,579 |
Cash and cash equivalents - end of period |  | 399,948 |  | 349,074 |

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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, except per share amounts)

(unaudited)

The non-GAAP tables below disclose the impact on (a) diluted earnings per share of (1) restructuring costs, (2) deferred income tax (benefit) expense arising from changes in foreign tax rates and an international legal reorganization (3) goodwill and trade name impairment charges, and (4) other non-recurring expenses (including the reversal of a contingent liability), and (b) segment operating income of restructuring costs, impairments, and non-recurring expenses. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings and operating income to be taken into consideration by management and investors with the related reported GAAP measures as a number of non-recurring transactions were recognized in 2016 and 2015, some of which are non-cash.

|  | Fourth Quarter Ended Dec. 31, 2016 |  | Diluted earnings per share |  | Year-to-Date Dec. 31, 2016 |  | Diluted earnings per share |
Net earnings (loss) attributable to Valmont Industries, Inc. - as reported |  | $ | 70,064 |  | $ | 3.10 |  | $ | 173,232 |  | $ | 7.63 |
Restructuring expenses |  | 7,341 |  | 0.32 |  | 12,425 |  | 0.55 |
Reversal of contingent liability |  | (16,591 | ) | (0.73 | ) | (16,591 | ) | (0.73 | )
Fair market value adjustment, Delta EMD |  | (332 | ) | (0.01 | ) | 586 |  | 0.03 |
Total pre-tax adjustments |  | (9,582 | ) | (0.42 | ) | (3,580 | ) | (0.16 | )
Tax effect of adjustments ** |  | (1,574 | ) | (0.07 | ) | (3,180 | ) | (0.14 | )
Deferred income tax benefit - non-recurring |  | (22,565 | ) | (1.00 | ) | (20,705 | ) | (0.91 | )
Net earnings attributable to Valmont Industries, Inc. - Adjusted |  | $ | 36,343 |  | $ | 1.61 |  | $ | 145,767 |  | $ | 6.42 |
Average shares outstanding (000’s) - Diluted |  |  |  | 22,611 |  |  |  | 22,709 |

|  | Fourth Quarter Ended Dec. 26, 2015 |  | Diluted earnings per share |  | Year-to-Date Dec. 26, 2015 |  | Diluted earnings per share |
Net earnings attributable to Valmont Industries, Inc. - as reported |  | $ | (30,561 | ) | $ | (1.34 | ) | $ | 40,117 |  | $ | 1.71 |
Restructuring expenses |  | 16,009 |  | 0.70 |  | 39,852 |  | 1.70 |
Impairment of goodwill and trade names |  | 26,770 |  | 1.16 |  | 41,970 |  | 1.80 |
Other one-time charges * |  | 24,010 |  | 1.04 |  | 24,010 |  | 1.03 |
Total pre-tax adjustments |  | 66,789 |  | 2.90 |  | 105,832 |  | 4.52 |
Tax effect of adjustments ** |  | (12,244 | ) | (0.53 | ) | (21,271 | ) | (0.91 | )
Deferred income tax expense - non-recurring*** |  | 7,120 |  | 0.31 |  | 7,120 |  | 0.30 |
Net earnings attributable to Valmont Industries, Inc. - Adjusted |  | $ | 31,104 |  | $ | 1.35 |  | $ | 131,798 |  | $ | 5.63 |
Average shares outstanding (000’s) - Diluted |  |  |  | 23,018 |  |  |  | 23,405 |

* Other non-recurring charges (pre-tax) in 2015 are the $17,000 provision for a Utility commercial settlement and the $7,010 recognized allowance for doubtful China receivable (Irrigation).

** The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction, except the reversal of the contingent liability in 2016 and the impairment of goodwill, both of which are not taxable.

***The $7,120 of deferred income tax expense is due to a 2% decrease in the U.K. corporate tax rate in 2015.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED OPERATING INCOME

REGULATION G RECONCILIATION (Continued)

Operating Income Reconciliation |  | Year-to-Date Dec. 31, 2016 |  | Year-to-Date Dec. 26, 2015 |  | Increase 2016 from 2015 |
Operating income (loss) - as reported |  | $ | 243,504 |  | $ | 131,695 |  | $ | 111,809 |
Restructuring expenses |  | 12,425 |  | 39,852 |  |  |
Impairment of goodwill and trade names |  | — |  | 41,970 |  |  |
Other non-recurring charges |  | — |  | 24,010 |  |  |
Adjusted Operating Income |  | $ | 255,929 |  | $ | 237,527 |  | $ | 18,402 |
Net Sales |  | $ | 2,521,676 |  | $ | 2,618,924 |  |  |
Operating Income as a % of Sales |  | 9.7 | % | 5.0 | % |  |
Adjusted Operating Income as a % of Sales |  | 10.1 | % | 9.1 | % |  |

For the Fourth Quarter Ended Dec. 31, 2016

Segment Operating Income Reconciliation |  | Operating Income- As Reported |  | Restructuring expenses |  | Adjusted Operating Income |  | Net Sales |
Engineered Support Structures |  | $ | 16,645 |  | $ | 2,561 |  | $ | 19,206 |  | $ | 216,454 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 7.7 | % |  |  | 8.9 | % |  |
Utility Support Structures |  | 20,751 |  | — |  | 20,751 |  | 185,119 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 11.2 | % |  |  | 11.2 | % |  |
Energy & Mining |  | 2,667 |  | 3,571 |  | 6,238 |  | 87,944 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 3.0 | % |  |  | 7.1 | % |  |
Coatings |  | 9,464 |  | 361 |  | 9,825 |  | 75,520 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 12.5 | % |  |  | 13.0 | % |  |
Irrigation |  | 17,074 |  | 468 |  | 17,542 |  | 136,628 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 12.5 | % |  |  | 12.8 | % |  |
Corporate/Other |  | (10,508 | ) | 380 |  | (10,128 | ) |  |
Consolidated Results |  | $ | 56,093 |  | $ | 7,341 |  | $ | 63,434 |  | $ | 674,575 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 8.3 | % |  |  | 9.4 | % |  |

For the Fourth Quarter Ended Dec. 26, 2015

Segment Operating Income Reconciliation |  | Operating Income- As Reported |  | Restructuring expenses |  | Impairment of goodwill and TM |  | Other Non- recurring expenses |  | Adjusted Operating Income |  | Net Sales |
Engineered Support Structures |  | $ | 13,850 |  | $ | 4,159 |  |  |  |  |  | $ | 18,009 |  | $ | 193,383 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 7.2 | % |  |  |  |  |  |  | 9.3 | % |  |
Utility Support Structures |  | (2,414 | ) | 1,578 |  |  |  | 17,001 |  | 16,165 |  | 170,623 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | -1.4 | % |  |  |  |  |  |  | 9.5 | % |  |
Energy & Mining |  | (21,523 | ) | 2,353 |  | 19,640 |  |  |  | 470 |  | 78,764 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | -27.3 | % |  |  |  |  |  |  | 0.6 | % |  |
Coatings |  | 5,363 |  | 1,005 |  | 6,530 |  |  |  | 12,898 |  | 75,731 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 7.1 | % |  |  |  |  |  |  | 17.0 | % |  |
Irrigation |  | 8,305 |  | 876 |  |  |  | 7,009 |  | 16,190 |  | 137,546 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | 6.0 | % |  |  |  |  |  |  | 11.8 | % |  |
Corporate/Other |  | (20,581 | ) | 6,038 |  | 600 |  |  |  | (13,943 | ) | NM |
Consolidated Results |  | $ | (17,000 | ) | $ | 16,009 |  | $ | 26,770 |  | $ | 24,010 |  | $ | 49,789 |  | $ | 633,828 |
Op Inc. & Adjusted Op Inc. as a % of Sales |  | -2.7 | % |  |  |  |  |  |  | 7.9 | % |  |
Increase 4th qtr 2016 from 2015 |  | $ | 73,093 |  |  |  |  |  |  |  | $ | 13,645 |  |  |

NM - Not Meaningful |  | END