Appendix: Reg G Reconciliation 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, and (2) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at June 27, 2015, and June 28, 2014, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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. Second Quarter Ended June 27, 2015 Diluted earnings per share Year-to-Date June 27, 2015 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 27,873 $ 1.19 $ 58,612 $ 2.47 Restructuring expenses - after tax 9,828 0.42 10,324 0.44 Fair market value adjustment, Delta EMD - after-tax 167 0.01 (433) (0.02) Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 37,868 $ 1.61 $ 68,503 $ 2.89 Average shares outstanding (000's) - Diluted 23,450 23,716 Second Quarter Ended June 28, 2014 Diluted earnings per share Year-to-Date June 28, 2014 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 63,976 $ 2.38 $ 119,956 $ 4.46 Fair market value adjustment, Delta EMD - after-tax 115 0.01 3,501 0.13 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 64,091 $ 2.39 $ 123,457 4.59 Average shares outstanding (000's) - Diluted 26,856 26,903 Operating Income Reconciliation Second Quarter Ended June 27, 2015 Operating income - as reported $ 54,000 Restructuring expenses - before tax 14,270 Adjusted Operating Income $ 68,270 Net Sales 682,123 Operating Income as a % of Sales 7.9% Adjusted Operating Income as a % of Sales 10.0% For the Second Quarter Ended June 27, 2015 Segment Operating Income Reconciliation Engineered Infrastructure Products Utility Support Structures Coatings Irrigation Other/ Corporate Operating income - as reported $ 17,424 $ 10,399 $ 7,862 $ 25,814 $ (7,499) Restructuring expenses - before tax 4,497 2,455 4,769 349 2,203 Adjusted Operating Income $ 21,921 $ 12,854 $ 12,631 $ 26,163 $ (5,296) Net sales 261,069 162,929 76,094 153,821 Operating Income as a % of Sales 6.7% 6.4% 10.3% 16.8% NM Adjusted Operating Income as a % of Sales 8.4% 7.9% 16.6% 17.0% NM 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) goodwill and trade name impairment charges, and (3) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at September 26, 2015, and September 27, 2014, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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. Third Quarter Ended Sept. 26, 2015 Diluted earnings per share Year-to-Date Sept. 26, 2015 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 12,066 $ 0.52 $ 70,678 $ 3.00 Restructuring expenses - after tax 6,310 0.27 16,634 0.71 Impairment of goodwill and trade names - after tax 13,370 0.58 13,370 0.57 Fair market value adjustment, Delta EMD - after-tax 430 0.02 (4) NM Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 32,176 $ 1.39 $ 100,678 $ 4.28 Average shares outstanding (000's) - Diluted 23,170 23,534 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) goodwill and trade name impairment charges, and (3) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at September 26, 2015, and September 27, 2014, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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. Third Quarter Ended Sept. 26, 2015 Diluted earnings per share Year-to-Date Sept. 26, 2015 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 12,066 $ 0.52 $ 70,678 $ 3.00 Restructuring expenses - after tax 6,310 0.27 16,634 0.71 Impairment of goodwill and trade names - after tax 13,370 0.58 13,370 0.57 Fair market value adjustment, Delta EMD - after-tax 430 0.02 (4) NM Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 32,176 $ 1.39 $ 100,678 $ 4.28 Average shares outstanding (000's) - Diluted 23,170 23,534 28