UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

(Mark One)

☒    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 27, 2021

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ____________ to

Commission file number 1-31429

_____________________________________

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware		47-0351813
(State or Other Jurisdiction of <br>Incorporation or Organization)		(I.R.S. Employer <br>Identification No.)
One Valmont Plaza,
Omaha,	Nebraska	68154-5215
(Address of Principal Executive Offices)		(Zip Code)

(402) 963-1000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $1.00 par value	VMI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Non‑accelerated filer	☐	Smaller reporting company	☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

No x

21,249,279

Outstanding shares of common stock as of April 22, 2021

VALMONT INDUSTRIES, INC.

INDEX TO FORM 10-Q

		Page No.
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements(unaudited):
	Condensed Consolidated Statements of Earnings for the thirteen weeks ended
	March 27, 2021 and March 28, 2020	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen
	weeks ended March 27, 2021 and March 28, 2020	4
	Condensed Consolidated Balance Sheets as of March 27, 2021 and December 26,
	2020	5
	Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended
	March 27, 2021 and March 28, 2020	6
	Condensed Consolidated Statements of Shareholders' Equity for the thirteen
	weeks ended March 27, 2021 and March 28, 2020	6
	Notes to Condensed Consolidated Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
	PART II. OTHER INFORMATION
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Thirteen weeks ended
	March 27,<br>2021		March 28,<br>2020
Product sales	$	694,965	$	598,909
Services sales	79,921		75,291
Net sales	774,886		674,200
Product cost of sales	518,634		438,788
Services cost of sales	51,698		49,163
Total cost of sales	570,332		487,951
Gross profit	204,554		186,249
Selling, general and administrative expenses	127,343		119,354
Operating income	77,211		66,895
Other income (expenses):
Interest expense	(9,999)		(10,014)
Interest income	311		1,043
Loss on investments (unrealized)	(109)		(2,308)
Other	3,449		1,810
	(6,348)		(9,469)
Earnings before income taxes	70,863		57,426
Income tax expense:
Current	8,547		6,309
Deferred	6,955		8,177
	15,502		14,486
Earnings before equity in earnings of nonconsolidated subsidiaries	55,361		42,940
Equity in loss of nonconsolidated subsidiaries	(360)		(219)
Net earnings	55,001		42,721
Less: loss attributable to noncontrolling interests	13		208
Net earnings attributable to Valmont Industries, Inc.	$	55,014	$	42,929
Earnings per share:
Basic	$	2.60	$	2.00
Diluted	$	2.57	$	1.99

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Thirteen Weeks Ended
	March 27,<br>2021		March 28,<br>2020
Net earnings	55,001		42,721
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain (loss)	(12,633)		(49,381)
Gain (loss) on hedging activities:
Net investment hedges	—		8,711
Cash flow hedges	22		443
Amortization cost included in interest expense	(16)		(16)
Commodity hedges	9,946		—
Cross currency swaps	3,606		6,302
Defined Benefit Pension Plan:
Actuarial gain (loss)	832		—
Other comprehensive income (loss)	1,757		(33,941)
Comprehensive income	56,758		8,780
Comprehensive loss (income) attributable to noncontrolling interests	486		(297)
Comprehensive income attributable to Valmont Industries, Inc.	$	57,244	$	8,483

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

		December 26,<br>2020
ASSETS
Current assets:
Cash and cash equivalents	391,458	$	400,726
Receivables, net		511,714
Inventories		448,941
Contract assets		123,495
Prepaid expenses and other assets		59,804
Refundable income taxes		9,945
Total current assets		1,554,625
Property, plant and equipment, at cost		1,341,380
Less accumulated depreciation and amortization		743,653
Net property, plant and equipment		597,727
Goodwill		430,322
Other intangible assets, net		167,193
Other assets		203,293
Total assets	3,008,076	$	2,953,160
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	5,147	$	2,748
Notes payable to banks		35,147
Accounts payable		268,099
Accrued employee compensation and benefits		137,939
Contract liabilities		130,018
Other accrued expenses		89,796
Dividends payable		9,556
Total current liabilities		673,303
Deferred income taxes		41,689
Long-term debt, excluding current installments		728,431
Defined benefit pension liability		118,523
Operating lease liabilities		80,202
Deferred compensation		44,519
Other noncurrent liabilities		58,657
Shareholders’ equity:
Common stock of 1 par value -
Authorized 75,000,000 shares; 27,900,000 issued		27,900
Additional paid in capital		335
Retained earnings		2,245,035
Accumulated other comprehensive loss		(309,786)
Treasury stock		(781,422)
Total Valmont Industries, Inc. shareholders’ equity		1,182,062
Noncontrolling interest in consolidated subsidiaries		25,774
Total shareholders’ equity		1,207,836
Total liabilities and shareholders’ equity	3,008,076	$	2,953,160

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Thirteen weeks ended
	March 27,<br>2021		March 28,<br>2020
Cash flows from operating activities:
Net earnings	$	55,001	$	42,721
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	21,031		20,343
Noncash loss (gain) on trading securities	—		32
Stock-based compensation	4,671		3,325
Defined benefit pension plan benefit	(3,676)		(1,763)
Contribution to defined benefit pension plan	(964)		(17,039)
Loss on sale of property, plant and equipment	60		53
Equity in loss in nonconsolidated subsidiaries	360		219
Deferred income taxes	6,955		8,177
Changes in assets and liabilities:
Receivables	16,044		(27,116)
Inventories	(67,386)		(8,674)
Prepaid expenses and other assets (current and non-current)	(22,514)		(10,149)
Contract assets	5,118		(3,933)
Accounts payable	24,605		13,880
Accrued expenses	(35,559)		5,716
Contract liabilities	20,051		33,089
Other noncurrent liabilities	4,215		(2,971)
Income taxes payable/refundable	5,141		6,442
Net cash flows from operating activities	33,153		62,352
Cash flows from investing activities:
Purchase of property, plant and equipment	(27,565)		(23,580)
Proceeds from sale of assets	204		684
Acquisitions, net of cash acquired	—		(8,804)
Other, net	(1,947)		(1,436)
Net cash flows from investing activities	(29,308)		(33,136)
Cash flows from financing activities:
Proceeds from short-term agreements	14,734		3,751
Payments on short-term agreements	(10,759)		(5,193)
Proceeds from long-term borrowings	4,181		10,000
Principal payments on long-term borrowings	(712)		(188)
Dividends paid	(9,556)		(8,079)
Dividends to noncontrolling interest	—		(5,342)
Purchase of noncontrolling interest	—		(53,534)
Purchase of treasury shares	(11,131)		(20,481)
Proceeds from exercises under stock plans	19,318		60
Purchase of common treasury shares—stock plan exercises	(16,725)		(3)
Net cash flows from financing activities	(10,650)		(79,009)
Effect of exchange rate changes on cash and cash equivalents	(2,463)		(9,104)
Net change in cash and cash equivalents	(9,268)		(58,897)
Cash and cash equivalents—beginning of year	400,726		353,542
Cash and cash equivalents—end of period	$	391,458	$	294,645

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

	Common <br>stock		Additional <br>paid-in <br>capital		Retained <br>earnings		Accumulated <br>other <br>comprehensive <br>income (loss)		Treasury <br>stock		Noncontrolling <br>interest in <br>consolidated <br>subsidiaries		Total <br>shareholders’ <br>equity
Balance at December 28, 2019	$	27,900	$	—	$	2,173,802	$	(313,422)	$	(743,942)	$	45,407	$	1,189,745
Net earnings	—		—		42,929		—		—		(208)		42,721
Other comprehensive income (loss)	—		—		—		(34,446)		—		505		(33,941)
Cash dividends declared ($0.45 per share)	—		—		(9,625)		—		—		—		(9,625)
Dividends to noncontrolling interests	—		—		—		—		—		(5,342)		(5,342)
Purchase of noncontrolling interest	—		—		(38,686)		—		—		(19,243)		(57,929)
Addition of noncontrolling interest	—		—		—		—		—		1,600		1,600
Purchase of treasury shares; 190,491 shares acquired	—		—		—		—		(20,481)		—		(20,481)
Stock plan exercises; 23 shares acquired	—		—		—		—		(3)		—		(3)
Stock options exercised; 1,166 shares issued	—		(3,011)		2,909		—		162		—		60
Stock option expense	—		611		—		—		—		—		611
Stock awards; 2,500 shares issued	—		2,400		—		—		314		—		2,714
Balance at March 28, 2020	$	27,900	$	—	$	2,171,329	$	(347,868)	$	(763,950)	$	22,719	$	1,110,130
Balance at December 26, 2020	$	27,900	$	335	$	2,245,035	$	(309,786)	$	(781,422)	$	25,774	$	1,207,836
Net earnings	—		—		55,014		—		—		(13)		55,001
Other comprehensive income (loss)	—		—		—		2,230		—		(473)		1,757
Cash dividends declared ($0.50 per share)	—		—		(10,625)		—		—		—		(10,625)
Purchase of treasury shares; 50,147 shares acquired	—		—		—		—		(11,131)		—		(11,131)
Stock plan exercises; 70,485 shares issued	—		—		—		—		(16,725)		—		(16,725)
Stock options exercised; 142,878 shares issued	—		(4,600)		(7,069)		—		30,987		—		19,318
Stock option expense	—		648		—		—		—		—		648
Stock awards; 2,709 shares issued	—		3,617		—		—		406		—		4,023
Balance at March 27, 2021	$	27,900	$	—	$	2,282,355	$	(307,556)	$	(777,885)	$	25,288	$	1,250,102

See accompanying notes to the condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheet as of March 27, 2021, the Condensed Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders' Equity for the thirteen weeks ended March 27, 2021 and March 28, 2020, have been prepared by Valmont Industries Inc. (the Company), without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 27, 2021 and for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020. The results of operations for the period ended March 27, 2021 are not necessarily indicative of the operating results for the full year.

Inventories

Inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods.

Inventories consisted of the following:

	March 27,<br>2021		December 26,<br>2020
Raw materials and purchased parts	$	185,995	$	155,512
Work-in-process	36,916		33,632
Finished goods and manufactured goods	290,013		259,797
Total Inventory	$	512,924	$	448,941

Income Taxes

Earnings before income taxes for the thirteen weeks ended March 27, 2021 and March 28, 2020, were as follows:

	Thirteen weeks ended
	2021		2020
United States	$	51,155	$	53,500
Foreign	19,708		3,926
	$	70,863	$	57,426

Pension Benefits

The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

The components of the net periodic pension (benefit) expense for the thirteen weeks ended March 27, 2021 and March 28, 2020 were as follows:

	Thirteen weeks ended
Net periodic (benefit) expense:	2021		2020
Interest cost	$	2,497	$	3,124
Expected return on plan assets	(7,005)		(5,598)
Amortization of actuarial loss	832		711
Net periodic (benefit) expense	$	(3,676)	$	(1,763)

Stock Plans

The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. At March 27, 2021, 748,372 shares of common stock remained available for issuance under the plans.

Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three years or on the grant's fifth anniversary. Expiration of grants is seven years to ten years from the date of grant. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant.

The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options and restricted stock for the thirteen weeks ended March 27, 2021 and March 28, 2020, respectively, were as follows:

	Thirteen weeks ended
	2021		2020
Compensation expense	$	4,671	$	3,325
Income tax benefits	1,168		831

Fair Value

The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value 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.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan at March 27, 2021 of $35,874 ($35,125 at December 26, 2020) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification ("ASC") 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. The Company's ownership of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. The shares are valued at $197 and $202 as of March 27, 2021 and December 26, 2020, respectively, which is the estimated fair value. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

Derivative Financial Instruments: The fair value of foreign currency and commodity forward contracts, and cross currency contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate.

			Fair Value Measurement Using:
	Carrying Value March 27, 2021		Quoted Prices in <br>Active Markets <br>for Identical <br>Assets (Level 1)		Significant Other <br>Observable <br>Inputs <br>(Level 2)		Significant <br>Unobservable <br>Inputs <br>(Level 3)
Assets:
Trading Securities	$	36,071	$	36,071	$	—	$	—
Derivative financial instruments, net	8,849		—		8,849		—
			Fair Value Measurement Using:
---	---	---	---	---	---	---	---	---
	Carrying Value December 26, 2020		Quoted Prices in <br>Active Markets <br>for Identical <br>Assets (Level 1)		Significant Other <br>Observable <br>Inputs <br>(Level 2)		Significant <br>Unobservable <br>Inputs <br>(Level 3)
Assets:
Trading Securities	$	35,327	$	35,327	$	—	$	—
Liabilities:
Derivative financial instruments, net	(5,911)		—		(5,911)		—

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Long-Lived Assets

The Company's other non-financial assets include goodwill and other intangible assets, which are classified as Level 3 items. These assets are measured at fair value on a non-recurring basis as part of annual impairment testing. Note 4 to these condensed consolidated financial statements contain additional information related to goodwill and intangible asset impairments recognized in fiscal 2020.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at March 27, 2021 and December 26, 2020:

	Foreign Currency Translation Adjustments		Gain on Hedging Activities		Defined Benefit Pension Plan		Accumulated Other Comprehensive Loss
Balance at December 26, 2020	$	(213,064)	$	15,550	$	(112,272)	$	(309,786)
Current-period comprehensive income (loss)	(12,160)		13,558		832		2,230
Balance at March 27, 2021	$	(225,224)	$	29,108	$	(111,440)	$	(307,556)

Revenue Recognition

The Company determines the appropriate revenue recognition for our contracts by analyzing the type, terms and conditions of each contract or arrangement with a customer. Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue, and do not include variable consideration. Discounts included in contracts with customers, typically early pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized. Contract revenues are classified as product when the performance obligation is related to the manufacturing of goods. Contract revenues are classified as service when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings segment.

Customer acceptance provisions exist only in the design stage of our products and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize revenue associated with the design stage. There is one performance obligation for revenue recognition. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. The Company does not sell extended warranties for any of its products.

Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the Utility segment and the wireless communication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company elected the practical expedient to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company elected the practical expedient to not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services; the Company expects all consideration to be received in one year or less at contract inception.

Segment and Product Line Revenue Recognition

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

The global Utility segment revenues are derived from manufactured steel and concrete structures for the North America utility industry and offshore and other complex structures used in energy generation and distribution outside of the United States. Steel and concrete utility structures are engineered to customer specifications resulting in limited ability to sell the structure to a different customer if an order is canceled after production commences. The continuous transfer of control to the customer is evidenced either by contractual termination clauses or by our rights to payment for work performed to-date plus a reasonable profit as the products do not have an alternative use to the Company. Since control is transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment. For our steel and concrete utility and wireless communication structure product lines, we generally recognize revenue on an inputs basis, using total production hours incurred to-date for each order as a percentage of total hours estimated to produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold and gross profit. Production of an order, once started, is typically completed within three months. Revenue from the offshore and other complex structures business is also recognized using an inputs method, based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain sales of steel and concrete structures; the Company has chosen to use the practical expedient to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured.

The global ESS segment revenues are derived from the manufacture and distribution of engineered metal, composite structures and components for lighting and traffic and roadway safety, engineered access systems, and wireless communication. For the lighting and traffic and roadway safety product lines, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. For Access Systems, revenue is generally recognized upon delivery of goods to the customer which is the same point in time that the customer is billed. The wireless communication product line has large regional customers who have unique product specifications for communication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. For the remaining wireless communication product line customers which do not provide a contractual right to bill for work completed on a canceled order, revenue is recognized upon shipment or delivery of the goods to the customer which is the same point in time that the customer is billed.

The global Coatings segment revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer which is the same time that the customer is billed.

The global Irrigation segment revenues are derived from the manufacture of agricultural irrigation equipment and related parts and services for the agricultural industry and tubular products for industrial customers. Revenue recognition for the irrigation segment is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months.

Disaggregation of revenue by product line is disclosed in the Segment footnote. A breakdown by segment of revenue recognized over time and at a point in time for the thirteen weeks ended March 27, 2021 and March 28, 2020 is as follows:

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Point in Time		Over Time		Point in Time		Over Time
	Thirteen weeks ended March 27, 2021		Thirteen weeks ended March 27, 2021		Thirteen weeks ended March 28, 2020		Thirteen weeks ended March 28, 2020
Utility Support Structures	$	6,294	$	246,404	$	8,924	$	214,024
Engineered Support Structures	213,846		8,310		215,879		11,487
Coatings	71,591		—		68,590		—
Irrigation	224,637		3,804		151,742		3,554
Total	$	516,368	$	258,518	$	445,135	$	229,065

The Company's contract asset as of March 27, 2021 and December 26, 2020 was $117,539 and $123,495,

respectively. Both steel and concrete utility customers are generally invoiced upon shipment or delivery of the goods to the customer's specified location with few customers that make up-front or progress payments. The offshore and complex steel structures business invoices customers a number of ways including advanced billings, progress billings, and billings upon shipment.

At March 27, 2021 and December 26, 2020, contract liabilities were $194,427 and $170,919, respectively. At March 2021, $150,068 is recorded as contract liabilities and $44,359 is recorded as other noncurrent liabilities on the condensed consolidated balance sheets. During the thirteen weeks ended March 27, 2021, the Company recognized $38,102 of revenue that was included in the liability as of December 26, 2020. In the thirteen weeks ended March 28, 2020, the Company recognized $18,240 of revenue that was included in the liability as of December 28, 2019. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. At March 27, 2021, the Company had $44,359 or remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update No. 2018-14 (ASU 2019-12), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of Accounting Standards Codification (ASC) 740. The Company adopted this standard on the first day of fiscal 2021 and it did not have a material impact on the Company's condensed consolidated financial statements.

Recently Issued Accounting Pronouncements (not yet adopted)

In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. The Company has not used any of the accommodations to date, but may use them up until December 31, 2022.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITIONS

On May 29, 2020, the Company acquired 55% of Energia Solar do Brasil ("Solbras") for $4,308. Approximately $646 of the purchase price is contingent on seller representations and warranties that will be settled in the second quarter of 2021. Solbras is a leading provider of solar energy solutions for agriculture. In the purchase price allocation, goodwill of $3,341 and customer relationships of $3,718 were recorded and the remainder is net working capital. Goodwill is not deductible for tax purposes and the customer relationship will be amortized over 8 years. The acquisition of Solbras, located in Brazil, allows the Company to expand its product offerings in the Irrigation segment to include not only pivots, but also a sustainable and low-cost energy source to provide electricity to the units. The Company finalized the purchase price allocation in the fourth quarter of 2020.

On March 6, 2020, the Company acquired 75% of KC Utility Packaging, LLC for $4,200. Approximately $400 of the purchase price was contingent on seller representations and warranties and was settled for the full amount in the first quarter of 2021. The Company name was subsequently changed to Valmont Substations LLC. The acquisition was made to expand the Company's utility substation product offering. In the purchase price allocation, goodwill of $1,100, customer relationships of $4,000, and other intangibles of $500 were recorded. The Company finalized the purchase price allocation in the fourth quarter of 2020.

Proforma disclosures were omitted for the 2020 acquisitions as the Solbras and Valmont Substation acquisitions do not have a significant impact on the Company's financial results.

Acquisitions of Noncontrolling Interests

In February 2020, the Company acquired the remaining 49% of AgSense that it did not own for $43,983, which includes a holdback payment of $2,200 that was made in the second quarter of 2020. The Company finalized the accounting for owning 100% of AgSense in the second quarter of 2020 which resulted in the recognition of a deferred tax asset of approximately $7,700. In the first quarter of 2020, the Company acquired 16% of the remaining 25% that it did not own of Convert Italia for a cash payment of $11,750. The purchase agreement also settled the escrow funds which the Company had paid at date of acquisition.

As these transactions were for the acquisition of all or part of the remaining shares of a consolidated subsidiary with no change in control, they were recorded within shareholders' equity and as a financing activity in the Condensed Consolidated Statements of Cash Flows.

(3) RESTRUCTURING ACTIVITIES

In 2020, the Company executed certain regional restructuring activities (the "2020 Plan") primarily in the ESS and Utility segments and a U.S. specific early retirement program covering all segments. The 2020 Plan included the closure of one U.S. Coatings facility and restructuring activities were completed by the end of 2020. The Company recorded restructuring expenses in cost of sales and selling, general, and administrative expenses of $6,737 and $16,412, respectively.

Liabilities recorded for the restructuring plans were as follows:

	Balance at December 26, 2020		Costs Paid or Otherwise Settled		Balance at March 27, 2021
Severance	$	12,660	$	(12,660)	$	—
Other cash restructuring expenses	—		—		—
Total	$	12,660	$	(12,660)	$	—

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(4) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

The components of amortized intangible assets at March 27, 2021 and December 26, 2020 were as follows:

	March 27, 2021
	Gross <br>Carrying <br>Amount		Accumulated <br>Amortization		Weighted <br>Average <br>Life
Customer Relationships	$	237,388	$	160,088	13 years
Patents & Proprietary Technology	25,823		8,642		14 years
Other	7,484		7,211		4 years
	$	270,695	$	175,941
	December 26, 2020
---	---	---	---	---	---
	Gross <br>Carrying <br>Amount		Accumulated <br>Amortization		Weighted <br>Average <br>Life
Customer Relationships	$	237,232	$	155,760	13 years
Patents & Proprietary Technology	26,208		8,301		14 years
Other	7,602		6,786		4 years
	$	271,042	$	170,847

Amortization expense for intangible assets for the thirteen weeks ended March 27, 2021 and March 28, 2020, respectively was as follows:

Thirteen weeks ended
2021		2020
$	4,232	$	4,593

Estimated annual amortization expense related to finite-lived intangible assets is as follows:

	Estimated <br>Amortization <br>Expense
2021	$	15,976
2022	13,337
2023	11,503
2024	9,587
2025	8,153

The useful lives assigned to finite-lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Non-amortized intangible assets

Intangible assets with indefinite lives are not amortized and consist solely of trade names. The carrying value of trade names at March 27, 2021 and December 26, 2020 are as follows:

	March 27,<br>2021		December 26,<br>2020		Year Acquired
Newmark	$	11,111	$	11,111	2004
Webforge	8,104		7,972		2010
Convert Italia S.p.A	8,845		9,137		2018
Valmont SM	8,443		8,720		2014
Ingal EPS/Ingal Civil Products	7,857		7,730		2010
Walpar	3,500		3,500		2018
Shakespeare	4,000		4,000		2014
Other	14,925		14,828		Various
	$	66,785	$	66,998

In its determination of these intangible assets as indefinite-lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.

The Company’s trade names were tested for impairment in the third quarter of 2020. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, no trade names were determined to be impaired. In conjunction with an interim second quarter 2020 goodwill impairment test, impairment indicators were noted for the Webforge and Locker trade names requiring an interim impairment test. As a result, an impairment charge of approximately $3,900 was recognized against these two trade names in fiscal 2020.

Goodwill

The carrying amount of goodwill by segment as of March 27, 2021 and December 26, 2020 was as follows:

	Engineered <br>Support <br>Structures <br>Segment		Utility <br>Support <br>Structures <br>Segment		Coatings <br>Segment		Irrigation <br>Segment		Total
Gross Balance December 26, 2020	$	232,323	$	135,335	$	94,309	$	30,177	$	492,144
Accumulated impairment losses	(31,245)		(14,355)		(16,222)		—		(61,822)
Balance at December 26, 2020	201,078		120,980		78,087		30,177		430,322
Foreign currency translation	1,204		(1,438)		207		(368)		(395)
Balance at March 27, 2021	$	202,282	$	119,542	$	78,294	$	29,809	$	429,927

The Company’s annual impairment test of goodwill was performed during the third quarter of 2020, using primarily the discounted cash flow method. The estimated fair value of all of our reporting units exceeded their respective carrying value, so no goodwill was impaired.

In April 2020, the price of a barrel of oil began a large decline and various economic forecasts show the lower price of oil will continue into the next few years. This lower price for oil and a revised assessment of the Australian market

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

performed in conjunction with the executed restructuring activities required the Company to re-assess the financial projections for the Access Systems reporting unit. This resulted in lower projected net sales, operating income, and cash flows for this reporting unit, resulting in the need for an interim impairment test. The results of the test showed that the reporting unit's carrying value was higher than its estimated fair value. Accordingly, the Company recorded a $12,575 impairment of Access System's goodwill in the second quarter of 2020.

(5) CASH FLOW SUPPLEMENTARY INFORMATION

The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended March 27, 2021 and March 28, 2020 were as follows:

	2021		2020
Interest	$	111	$	179
Income taxes	3,347		1,590

(6) EARNINGS PER SHARE

The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

	Basic EPS		Dilutive <br>Effect of <br>Stock <br>Options		Diluted EPS
Thirteen weeks ended March 27, 2021:
Net earnings attributable to Valmont Industries, Inc.	$	55,014	$	—	$	55,014
Weighted average shares outstanding (000's)	21,179		250		21,429
Per share amount	$	2.60	$	(0.03)	$	2.57
Thirteen weeks ended March 28, 2020:
Net earnings attributable to Valmont Industries, Inc.	$	42,929	$	—	$	42,929
Weighted average shares outstanding (000's)	21,453		96		21,549
Per share amount	$	2.00	$	(0.01)	$	1.99

At March 27, 2021 and March 28, 2020, there were 0 and 302,899 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) DERIVATIVE FINANCIAL INSTRUMENTS

The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries. Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments. Some derivative financial instruments are marked to market and recorded in the Company's consolidated statements of earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments have credit and market risk. The Company manages these risks of derivative instruments by monitoring limits as to the types and degree of risk that can be taken, and by entering into transactions with counterparties who are recognized, stable multinational banks.

Fair value of derivative instruments at March 27, 2021 and December 26, 2020 are as follows:

Derivatives designated as hedging instruments:	Balance sheet location	March 27, 2021	December 26, 2020
Commodity forward contracts	Prepaid expenses and other assets	9,946	—
Foreign currency forward contracts	Prepaid expenses and other assets	19	$	724
Cross currency swap contracts	Prepaid expenses and other assets	1,311	600
Cross currency swap contracts	Accrued expenses	(2,427)	(7,235)
		8,849	(5,911)

Gains (losses) on derivatives recognized in the condensed consolidated statements of earnings for the thirteen weeks ended March 27, 2021 and March 28, 2020 are as follows:

		Thirteen weeks ended
	Statements of earnings location	March 27, 2021		March 28, 2020
Foreign currency forward contracts	Other income	(218)		123
Foreign currency forward contracts	Product sales	—		53
Interest rate hedge amortization	Interest expense	(16)		(16)
Cross currency swap contracts	Interest expense	711		743
		$	477	$	903

Cash Flow Hedges

In the first quarter of 2021, the Company entered into steel hot rolled coil (HRC) forward contracts that qualify as a cash flow hedge of the variability in cash flows attributable to future steel purchases. The forward contracts have a notional amount of $23,801 for the total purchase of 30,500 short tons from May to December 2021. The gain/(loss) realized upon settlement will be recorded in product cost of sales in the condensed consolidated statements of earnings over average inventory turns.

In May 2020, a Brazilian subsidiary with a Real functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a customer order with components purchased in Euros. The forward contract, which qualifies as a cash flow hedge, matured in December 2020 and a had notional amount to buy 4,500 euros in exchange for a stated amount of Brazilian Real. In March 2020, a subsidiary with a Euro functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a large customer order denominated in U.S. dollars. The forward contract, which qualifies as a cash flow hedge, has a final maturity date of June 2021 and a notional amount to sell $27,500 in exchange for a stated amount of Euros.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Net Investment Hedges

In the second quarter of 2020, the Company early settled their Australian dollar denominated forward currency contracts and received proceeds of $11,983. The proceeds/gain from these settlements (net of tax) will remain in Other Comprehensive Income (OCI) until either the sale or substantially complete liquidation of the related subsidiaries.

In the second quarter of 2019, the Company entered into two fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on a portion of its 5.00% senior unsecured notes due 2044 for Danish krone (DKK) and Euro denominated payments. The CCS were entered into in order to mitigate foreign currency risk on the Company's Euro and DKK investments and to reduce interest expense. Interest is exchanged twice per year on April 1 and October 1.

Key terms of the two CCS are as follows:

Currency	Notional Amount		Termination Date	Swapped Interest Rate	Set Settlement Amount
Danish Krone (DKK)	$	50,000	April 1, 2024	2.68%	DKK 333,625
Euro	$	80,000	April 1, 2024	2.825%	€71,550

The Company designated the full notional amount of the two CCS ($130,000) as a hedge of the net investment in certain Danish and European subsidiaries under the spot method, with all changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation within OCI, and will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) BUSINESS SEGMENTS

The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts.

Reportable segments are as follows:

UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for the utility markets, including transmission, distribution, substations, and renewable energy generation equipment;

ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture and distribution of engineered poles, towers, and components for lighting, traffic, and wireless communication markets, including integrated structure solutions for smart cities, and engineered access systems;

COATINGS: This segment consists of global galvanizing, painting, and anodizing services to preserve and protect metal products; and

IRRIGATION: This segment consists of the global manufacture of agricultural irrigation equipment, parts, services and tubular products, and advanced technology solutions for water management solutions and precision agriculture.

The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Summary by Business

	Thirteen weeks ended
	March 27,<br>2021		March 28,<br>2020
SALES:
Utility Support Structures segment:
Steel	168,497		166,531
Concrete	40,383		35,785
Engineered Solar Tracker Solutions	6,294		8,924
Offshore and Other Complex Steel Structures	37,959		14,221
Utility Support Structures segment	253,133		225,461
Engineered Support Structures segment:
Lighting, Traffic, and Highway Safety Products	$	153,870	$	171,987
Communication Products	46,079		38,196
Access Systems	22,378		20,559
Engineered Support Structures segment	222,327		230,742
Coatings segment	93,288		88,085
Irrigation segment:
North America	122,751		106,560
International	106,913		50,160
Irrigation segment	229,664		156,720
Total	798,412		701,008
INTERSEGMENT SALES:
Utility Support Structures segment	435		2,513
Engineered Support Structures segment	171		3,376
Coatings segment	21,697		19,495
Irrigation segment	1,223		1,424
Total	23,526		26,808
NET SALES:
Utility Support Structures segment	252,698		222,948
Engineered Support Structures segment	222,156		227,366
Coatings segment	71,591		68,590
Irrigation segment	228,441		155,296
Total	$	774,886	$	674,200
OPERATING INCOME:
Utility Support Structures segment	21,652		27,724
Engineered Support Structures segment	$	19,925	$	15,931
Coatings segment	12,872		11,054
Irrigation segment	38,748		23,663
Corporate	(15,986)		(11,477)
Total	$	77,211	$	66,895

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis 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 the Company 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. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include, among other things, the continuing and developing effects of COVID-19 including the effects of the outbreak on the general economy and the specific effects on the Company's business and that of its customers and suppliers, risk factors described from time to time in the Company’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 materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020. Segment net sales in the table below and elsewhere are presented net of intersegment sales. See Note 8 of our condensed consolidated financial statements for additional information on segment sales and intersegment sales.

Results of Operations (Dollars in millions, except per share amounts)

	Thirteen weeks ended
	March 27, 2021			March 28, 2020			% Incr. (Decr.)
Consolidated
Net sales	$	774.9		$	674.2		14.9	%
Gross profit	204.6			186.2			9.9	%
as a percent of sales	26.4		%	27.6		%
SG&A expense (1)	127.3			119.3			6.7	%
as a percent of sales	16.4		%	17.7		%
Operating income	77.2			66.9			15.4	%
as a percent of sales	10.0		%	9.9		%
Net interest expense	9.7			9.0			7.8	%
Effective tax rate	21.9		%	25.2		%
Net earnings	$	55.0		$	42.9		28.2	%
Diluted earnings per share	$	2.57		$	1.99		29.1	%
Utility Support Structures (Utility)
Net sales	$	252.7		$	222.9		13.4	%
Gross profit	48.6			53.5			(9.2)	%
SG&A expense	26.9			25.8			4.3	%
Operating income	21.7			27.7			(21.7)	%
Engineered Support Structures (ESS)
Net sales	$	222.2		$	227.4		(2.3)	%
Gross profit	63.9			61.7			3.6	%
SG&A expense	44.0			45.8			(3.9)	%
Operating income	19.9			15.9			25.2	%
Coatings
Net sales	$	71.6		$	68.6		4.4	%
Gross profit	23.2			21.8			6.4	%
SG&A expense	10.3			10.7			(3.7)	%
Operating income	12.9			11.1			16.2	%
Irrigation
Net sales	$	228.4		$	155.3		47.1	%
Gross profit	68.9			49.2			40.0	%
SG&A expense	30.2			25.5			18.4	%
Operating income	38.7			23.7			63.3	%
Net corporate expense
SG&A	$	16.0		$	11.5		39.1	%
Operating loss	(16.0)			(11.5)			(39.1)	%

Overview

On a consolidated basis, net sales were higher in the first quarter of 2021, as compared to the same period in 2020, due to higher sales in the Irrigation, Utility, and Coatings segments that was partially offset by lower sales in ESS segment. The change in net sales in the first quarter of fiscal 2021, as compared with the same period in 2020, is as follows:

	First quarter
	Total		Utility		ESS		Coatings		Irrigation
Sales - 2020	$	674.2	$	222.9	$	227.4	$	68.6	$	155.3
Volume	67.8		31.5		(19.2)		(3.4)		58.9
Pricing/mix	18.3		(5.7)		5.4		3.1		15.5
Acquisition/(divestiture)	7.0		2.2		—		—		4.8
Currency translation	7.6		1.8		8.6		3.3		(6.1)
Sales - 2021	$	774.9	$	252.7	$	222.2	$	71.6	$	228.4

Volume effects are estimated based on a physical production or sales measure. Since products we sell are not uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold. Accordingly, pricing and mix changes do not necessarily result in operating income changes.

Average steel prices for both hot rolled coil and plate were higher in North America in the first quarter of 2021, as compared to 2020, contributing to higher cost of sales and lower gross profit margin.

The Company acquired the following businesses:

•KC Utility Packaging ("Valmont Substation") in the first quarter of 2020, a provider of engineering, design, and packaging services in the substation market (Utility).

•Energia Solar Do Brasil ("Solbras") in the second quarter of 2020, a leading provider of solar energy solutions for agriculture (Irrigation).

COVID-19 Impact on Financial Results and Liquidity

We are considered an essential business because of the products and services that serve critical infrastructure sectors as defined by many governments around the world. All our manufacturing facilities are open and fully operational as of March 27, 2021. Our manufacturing facilities in Argentina, France, Malaysia, New Zealand, Philippines, and South Africa were temporarily closed for part of the first half of 2020 due to government mandates. We continue to monitor incidence of COVID-19 on a continuous basis, particularly in areas reporting recent increases in infection. To protect the safety, health and well-being of employees, customers, suppliers and communities, CDC and WHO guidelines are being followed in all facilities.

We generated $33.2 million of cash flows from operating activities during the first quarter of 2021. Our main focus is to maintain liquidity to support the working capital needs of our operations and maintain our investment grade credit rating.

The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s financial and operational results, cash balances and available borrowings on our line of credit, will be determined by the length of time the pandemic continues, its effect on the demand for the Company’s products and services and supply chain, as well as the effect of governmental regulations imposed in response to the pandemic.

Backlog

The backlog of unshipped orders at March 27, 2021 was approximately $1.3 billion compared with approximately $1.1 billion at December 26, 2020. The increase is primarily attributed to the receipt of two additional purchase orders totaling approximately $220 million for a large Utility project in North America. We expect the backlog to be fulfilled within the subsequent 12 months with the exception of these new $220 million Utility orders.

Currency Translation

In the first quarter of 2021, we realized an decrease in operating profit, as compared with 2020, due to currency translation effects. The breakdown of this effect by segment was as follows:

	Total		Utility		ESS		Coatings		Irrigation		Corporate
First quarter	$	(0.8)	$	(0.4)	$	—	$	0.5	$	(0.7)	$	(0.2)

Gross Profit, SG&A, and Operating Income

At a consolidated level, gross profit as a percent of sales was lower in the first quarter of 2021, as compared with the same period in 2020, due to higher raw material costs across the Company and a change in sales mix. In the first quarter of 2021 as compared to 2020, gross profit was higher for all operating segments except the Utility segment.

SG&A expenses increased in the first quarter of 2021 as compared to first quarter of 2020. The increase was due to higher SG&A deferred compensation expense (offset by a decrease of the same amount in other expense), foreign currency translation effects, and expenses from the acquisition of Solbras and Valmont Substation.

In the first quarter of 2021, as compared to the first quarter of 2020, operating income was higher in the Irrigation, ESS, and Coatings segments and lower in the Utility segment. The increase in consolidated operating income in the first quarter is primarily attributed to higher irrigation sales volumes.

Net Interest Expense and Debt

Interest expense in the first quarter of 2021 approximated the amount recognized in 2020. Interest income was lower in the first quarter of 2021, as compared to 2020, due to lower interest rates on cash equivalents.

Other Income/Expenses

The change in other income/expenses in the first quarter of 2021, as compared to 2020, was due to the change in valuation of deferred compensation assets which resulted in lower other expense of $2.2 million. This amount is shown as "Loss on investments (unrealized)" on the condensed consolidated statements of earnings. The change related to deferred compensation assets are offset by an opposite change of the same amount in SG&A expense.

Income Tax Expense

Our effective income tax rate in the first quarter of 2021 was 21.9%, compared to 25.2% in the first quarter of 2020. The lower tax rate in the first quarter of 2021 is attributed to an incremental tax benefit driven by employee stock option exercises which did not occur in the first quarter of 2020.

Earnings attributable to noncontrolling interests and equity in loss of nonconsolidated subsidiaries was consistent in the first quarter of 2021 as compared to 2020.

Cash Flows from Operations

Our cash flows provided by operations was $33.2 million in the first quarter of fiscal 2021, as compared with $62.4 million provided by operations in the first quarter of 2020. The decrease in operating cash flow in the first quarter of 2021, as compared with 2020, was due to an increase in inventory and a larger decrease of accrued employee compensation and benefits attributed to higher incentive payments in first quarter 2021 versus 2020.

Utility segment

In the Utility segment, sales increased in the first quarter of 2021, as compared with 2020, due to an increase in volume for the offshore and other complex steel structures product line. In steel, sales were flat in the first quarter of 2021 as

compared to 2020, as an increase in sales volume was offset by lower average selling pricing. A number of our sales contracts in North America contain provisions that tie the sales price to published steel index pricing at the time our customer issues their purchase order. This resulted in a decrease to the average selling prices for our steel utility structures product line for the first quarter of 2021, as compared with 2020.

Offshore sales increased in the first quarter of 2021, as compared to 2020, due to a large increase in sales volumes in the first quarter and favorable foreign currency translation. Solar tracker solution sales decreased due to less large project work in the first quarter of 2021.

Gross profit decreased in the first quarter of 2021, as compared to 2020, due to rapid steel cost inflation that could not be fully recovered through pricing actions for the steel structures product line. SG&A expense was higher in the first quarter of 2021, as compared with 2020, due to expenses from Valmont Substation (a recent acquisition) and foreign currency translation. The decrease in operating income for the first quarter 2021, as compared with 2020, is primarily due to the increase in the cost of steel that could not be fully recovered through pricing actions.

ESS segment

Net sales were lower in the first quarter of 2021 as compared to 2020, driven by lower sales volumes. Lighting, traffic, and highway safety product sales were lower in the first quarter of 2021 as compared to 2020, while communication product and access systems sales were higher.

Global lighting, traffic, and highway safety product sales in the first quarter of 2021 was lower by $18.1 million, as compared to the first quarter of 2020. Sales volumes decreased in North America in the first quarter of 2021, attributed to a slowdown in order volumes in the latter half of 2020 due to delays in government approval of the FAST Act extension impacted both funding and delayed construction projects. Europe sales of lighting and traffic products were unchanged compared to the first quarter of 2020. Lighting, traffic, and highway safety product sales in the Asia-Pacific region decreased in the first quarter of 2021, as compared to 2020, due to a slow start to the year in Australia and freight constraints out of China. Highway safety products sales declined as many highway projects across India continue to be delayed due to COVID-19.

Communication product line sales were higher by $7.9 million in the first quarter of 2021, as compared with the same period in 2020. In North America, communication product sales volumes increased in the first quarter of 2021 due to higher demand for communication structures and components. Communication product sales in Europe improved due to an increase in sales volumes in the U.K. and Asia-Pacific sales volumes. 5G deployments continue to increase market opportunities across all regions.

Access Systems product line net sales increased in the first quarter of 2021, as compared to 2020, by $1.8 million. The sales improvement can be primarily attributed to favorable currency translation effects.

Gross profit was higher in the first quarter of 2021, as compared to 2020, due to selling price management that expanded margin in a rising commodity cost environment for the telecommunications product lines and improved performance in the Access Systems business attributed to restructuring actions undertaken in 2020. SG&A spending was lower in the first quarter of 2021 versus 2020 due to lower travel costs (impacted by COVID-19), reduced compensation costs due in part to the U.S. early retirement program, and reduced sales commissions. Operating income increased in the first quarter of 2021 due to improved sales pricing and lower SG&A spending.

Coatings segment

Coatings segment sales increased in the first quarter of 2021, as compared to the same period in 2020, due to higher sales pricing attributed to higher zinc costs, and favorable foreign currency translation. Sales were flat in North America in the first quarter of 2021, as compared to 2020. Sales price increases to counteract the higher cost of zinc were offset by lower sales volumes due to decreased industrial production attributed largely to the disruption from COVID-19 on certain customers. In Asia-Pacific region, sales improved in all regions due to higher volumes and favorable foreign currency translation. Sales pricing was lower in Australia due to customer mix.

SG&A expense was slightly lower in the first quarter of 2021, as compared to 2020, due to lower travel expenses (related to COVID-19). Operating income was higher in the first quarter of 2021, compared to the same period in 2020, due to improved sales pricing and favorable foreign currency translation.

Irrigation segment

The increase in Irrigation segment net sales in the first quarter of 2021, as compared to 2020, is due to sales volume improvements for both the North America and international irrigation businesses. The Middle East drove the sales volume improvements for international irrigation, due to deliveries on the multi-year Egypt project. Brazil also had a strong quarter with improved sales volumes and the acquisition of Solbras in the second quarter of 2020, partially offset by unfavorable currency translation effects from a weaker Brazilian real. In North America, higher sales volumes for irrigation systems and parts were driven by improved agricultural commodity prices. Sales of technology-related products and services continue to increase, as growers continued adoption of technology to reduce costs and enhance profitability.

SG&A was higher in the first quarter of 2021, as compared to 2020, due to approximately $2 million of higher product development expenses and compensation costs due to improved operating results. Operating income for the segment increased in 2021 due to improved global sales volumes.

Net corporate expense

Corporate SG&A expense was higher in the first quarter of 2021, as compared to 2020. The increase is primarily due to the change in valuation of deferred compensation assets which resulted in higher expense of $2.2 million. The change in deferred compensation plan assets is offset by the same amount in other income/expenses.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows-Net working capital was $928.3 million at March 27, 2021, as compared to $881.3 million at December 26, 2020. The increase in net working capital in 2021 is attributed to an increase in inventory balances. Cash flow provided by operations was $33.2 million in the first quarter of 2021, as compared with $62.4 million in the first quarter of 2020. The decrease in operating cash flows in 2021, as compared to 2020, was primarily the result of an increased inventory balance, higher incentive compensation payments, that was partially offset by lower pension contributions. The required 2021 pension contribution was made in the fourth quarter of 2020.

Investing Cash Flows- The decrease in investing cash outflows in the first quarter of 2021, as compared to 2020, can be attributed to no acquisitions occurring during 2021. Capital spending in the first quarter of fiscal 2021 was $27.6 million, as compared to $23.6 million for the same period in 2020. We expect our capital expenditures to be approximately $115 million for fiscal 2021.

Financing Cash Flows-Our total interest-bearing debt was $772.9 million at March 27, 2021 and $766.3 million at December 26, 2020. Financing cash outflows were $10.7 million and $79.0 million in the first quarter of 2021 and 2020, respectively. The decrease in financing cash outflows in the first quarter of 2021, as compared to 2020, was due primarily to the purchase of noncontrolling interests in fiscal 2020 that did not recur in 2021.

Guarantor Summarized Financial Information

We are providing the following information in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X with respect to our two tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally, fully and unconditionally (subject to certain customary release provisions, including sale of the subsidiary guarantor, or sale of all or substantially all of its assets) by certain of the Company’s current and future direct and indirect domestic and foreign subsidiaries (collectively the “Guarantors”). The Parent is the Issuer of the notes and consolidates all Guarantors.

The financial information of Issuer and Guarantors is presented on a combined basis with intercompany balances and transactions between Issuer and Guarantors eliminated. The Issuer’s or Guarantors' amounts due from, amounts due to, and transactions with non-guarantor subsidiaries are separately disclosed.

Combined financial information is as follows:

Supplemental Combined Parent and Guarantors Financial Information

For the thirteen weeks ended March 27, 2021 and March 28, 2020

	Thirteen weeks ended
Dollars in thousands	March 27, 2021		March 28, 2020
Net sales	$	482,722	$	467,680
Gross Profit	135,521		135,235
Operating income	52,966		59,134
Net earnings	31,028		36,325
Net earnings attributable to Valmont Industries, Inc.	31,022		36,325

Supplemental Combined Parent and Guarantors Financial Information

March 27, 2021 and December 26, 2020

Dollars in thousands	March 27, 2021		December 26, 2020
Current assets	$	767,848	$	738,437
Noncurrent assets	719,353		701,571
Current liabilities	313,556		321,979
Noncurrent liabilities	1,126,862		1,100,657
Noncontrolling interest in consolidated subsidiaries	1,744		1,738

Included in noncurrent assets is a due from non-guarantor subsidiaries receivable of $96,359 and $88,309 at March 27, 2021 and December 26, 2020. Included in noncurrent liabilities is a due to non-guarantor subsidiaries payable of $276,216 and $262,935 at March 27, 2021 and December 26, 2020.

Financing and Capital

The Board of Directors authorized the purchase of $250 million of the Company's shares without an expiration date in October 2018. The share purchases will be funded from available working capital and short-term borrowings and will be made subject to market and economic conditions. We are not obligated to make any share repurchases under the share repurchase program and we may discontinue the share repurchase program at any time. Share repurchases were temporarily suspended at the end of the first quarter of 2020 until September 2020 as a precaution to preserve liquidity. We acquired 50,147 treasury shares for approximately $11.1 million under our share repurchase program during the first quarter of 2021. As of March 27, 2021, we have approximately $136.8 million open under this authorization to repurchase shares in the future.

Our capital allocation philosophy announcement included our intention to manage our capital structure to maintain our investment grade debt rating. Our most recent ratings were Baa3 by Moody's Investors Services, Inc., BBB- rating by Fitch Rating Services, and BBB+ rating by Standard and Poor's Rating Services. We expect to maintain a leverage ratio which will support our current investment grade debt rating.

Our debt financing at March 27, 2021 is primarily long-term debt consisting of:

•$450 million face value ($436.5 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.

•$305 million face value ($297.6 million carrying value) of unsecured notes that bear interest at 5.25% per annum and are due in October 2054.

•We are allowed to repurchase the notes at specified prepayment premiums. Both tranches of these notes are guaranteed by certain of our subsidiaries.

At March 27, 2021 and December 26, 2020, we had no outstanding borrowings under our revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing

capability under the agreement. At March 27, 2021, we had the ability to borrow $585.4 million under this facility, after consideration of standby letters of credit of $14.6 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $152.5 million, $114.5 million of which was unused at March 27, 2021.

Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of such other indebtedness.

The debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. The debt agreements allow us to add estimated EBITDA from acquired businesses for periods we did not own the acquired business. The debt agreements also provide for an adjustment to EBITDA, subject to certain limitations, for non-cash charges or gains that are non-recurring in nature.

Our key debt covenants are as follows:

•Leverage ratio - Interest-bearing debt is not to exceed 3.5X Adjusted EBITDA (or 3.75X Adjusted EBITDA after certain material acquisitions) of the prior four quarters; and

•Interest earned ratio - Adjusted EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

At March 27, 2021, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at March 27, 2021 were as follows (in 000's):

Interest-bearing debt	$	772,918
Adjusted EBITDA-last four quarters	367,396
Leverage ratio	2.10
Adjusted EBITDA-last four quarters	$	367,396
Interest expense-last four quarters	41,061
Interest earned ratio	8.95

The calculation of Adjusted EBITDA-last four quarters (March 29, 2020 through March 27, 2021) is as follows. The last four quarters information ended March 27, 2021 is calculated by taking the full fiscal year ended December 26, 2020, subtracting the first quarter ended March 28, 2020, and adding the first quarter ended March 27, 2021.

Net cash flows from operations	$	287,095
Interest expense	41,061
Income tax expense	50,631
Impairment of property, plant and equipment	(3,751)
Impairment of goodwill and intangible assets	(16,638)
Change in investment	(7)
Deferred income tax benefit	2,619
Noncontrolling interest	(1,650)
Stock-based compensation	(16,220)
Pension plan expense	9,224
Contribution to pension plan	19,324
Changes in assets and liabilities	(42,423)
Other	(1,213)
EBITDA	328,052
Cash restructuring expenses	18,955
Impairment of goodwill and intangible assets	16,638
Impairment of property, plant and equipment	3,751
Adjusted EBITDA	$	367,396
Net earnings attributable to Valmont Industries, Inc.	$	152,779
---	---	---
Interest expense	41,061
Income tax expense	50,631
Depreciation and amortization expense	83,581
EBITDA	328,052
Cash restructuring expenses	18,955
Impairment of goodwill and intangible assets	16,638
Impairment of property, plant, and equipment	3,751
Adjusted EBITDA	$	367,396

Our businesses are cyclical, but we have diversity in our markets from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs.

We have cash balances of $391.5 million at March 27, 2021, approximately $197.1 million is held in our non-U.S. subsidiaries. If we distributed our foreign cash balances certain taxes would be applicable. At March 27, 2021, we have a liability for foreign withholding taxes and U.S. state income taxes of $3.3 million and $0.7 million, respectively.

Financial Obligations and Financial Commitments

There have been no material changes to our financial obligations and financial commitments as described on page 34-35 in our Form 10-K for the fiscal year ended December 26, 2020.

Off Balance Sheet Arrangements

There have been no material changes in our off balance sheet arrangements as described on page 38 in our Form 10-K for the fiscal year ended December 26, 2020.

Critical Accounting Policies

There were no changes in our critical accounting policies as described on pages 39-42 in our Form 10-K for the fiscal year ended December 26, 2020 during the three months ended March 27, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in the company's market risk during the quarter ended March 27, 2021. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 26, 2020.

Item 4. Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under Part I, Item 1A in each of the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period	Total Number of <br>Shares Purchased	Average Price <br>paid per share		Total Number of<br>Shares Purchased <br>as Part of Publicly <br>Announced Plans or<br>Programs	Approximate Dollar Value of Maximum Number of Shares that may yet be Purchased under the Program (1)
December 27, 2020 to January 23, 2021	12,347	$	175.84	12,347	$	145,789,000
January 24, 2021 to February 27, 2021	10,100	236.44		10,100	143,401,000
February 28, 2021 to March 27, 2021	27,700	237.27		27,700	136,829,000
Total	50,147	$	221.98	50,147	$	136,829,000

(1) On May 13, 2014, we announced a new capital allocation philosophy which included a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. On February 24, 2015 and again on October 31, 2018, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date bringing total authorization to $1.0 billion. As of March 27, 2021, we have acquired 6,413,720 shares for approximately $863.2 million under this share repurchase program.

Item 5. Other Information

Submission of Matters to a Vote of Security Holders

Valmont's annual meeting of stockholders was held on April 27, 2021. The stockholders elected four directors to serve three-year terms, approved, on an advisory basis, a resolution approving Valmont's named executive officer compensation, and ratified the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2021. For the annual meeting there were 21,263,503 shares outstanding and eligible to vote of which 19,707,113 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

Election of Directors:

	For	Withheld	Broker Non-Votes
Daniel P. Neary	18,102,166	670,876	934,071
Theo Freye	17,761,258	1,011,784	934,071
Stephen G. Kaniewski	18,553,087	219,955	934,071
Joan Robinson-Berry	18,692,796	80,246	934,071

Advisory vote on executive compensation:

For	18,127,768
Against	624,408
Abstain	20,866
Broker non-votes	934,071

Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2021:

For	18,630,268
Against	1,039,312
Abstain	37,533

Item 6. Exhibits

(a)    Exhibits

Exhibit No.	Description
22.1	List of Issuer and Guarantor Subsidiaries. This document was filed as Exhibit 22.1 to the Company's Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 28, 2020 and is incorporated herein by this reference.
31.1*	Section 302 Certificate of Chief Executive Officer
31.2*	Section 302 Certificate of Chief Financial Officer
32.1*	Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
101	The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended March 27, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.
104	Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________________________________

*    Filed herewith

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 and by the undersigned hereunto duly authorized.

VALMONT INDUSTRIES, INC.<br><br>(Registrant)
/s/ AVNER M. APPLBAUM
Avner M. Applbaum<br><br>Executive Vice President and Chief Financial Officer

Dated the 28th day of April, 2021.

35

Document

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Stephen G. Kaniewski, certify that:

1.    I have reviewed this quarterly report on Form 10-Q for the quarter ended March 27, 2021 of Valmont Industries, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ STEPHEN G. KANIEWSKI
Stephen G. Kaniewski<br>President and Chief Executive Officer

Date: April 28, 2021

Document

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Avner M. Applbaum, certify that:

1.    I have reviewed this quarterly report on Form 10-Q for the quarter ended March 27, 2021 of Valmont Industries, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ AVNER M. APPLBAUM
Avner M. Applbaum<br><br>Executive Vice President and Chief Financial Officer

Date: April 28, 2021

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, Stephen G. Kaniewski, President and Chief Executive Officer of Valmont Industries, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2021 (the “Report”).

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge that:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 28th day of April, 2021.

/s/ STEPHEN G. KANIEWSKI
Stephen G. Kaniewski<br><br>President and Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, Avner M. Applbaum, Executive Vice President and Chief Financial Officer of Valmont Industries, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2021 (the “Report”).

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge that:

3.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

4.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 28th day of April, 2021.

/s/ AVNER M. APPLBAUM
Avner M. Applbaum<br><br>Executive Vice President and Chief Financial Officer