Valmont Industries Annual Report 2000

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FY2000 Annual Report · Valmont Industries

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c o n t e n t s

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LETTER TO FELLOW SHAREHOLDERS

AT A GLANCE

WHERE WE ARE

INFRASTRUCTURE

IRRIGATION

INVESTMENT VALUE

FINANCIAL OBJECTIVES AND RESULTS

Valmont is the high-value, high-quality provider of choice for irrigation and infrastructure

products around the world. We are always looking for ways to build on our leadership roles

in these industries, and by sharpening our focus to concentrate resources on the things we

do best, we provide real growth now and for the future.

We've made investments and acquisitions that enhance our core businesses. We've put

teams in place to reduce costs, increase manufacturing efficiencies, and improve delivery

performance throughout the company. We've chosen locations worldwide that bring us

closer to our customers around the world. We continuously look for new ways to improve

our products, customer service and performance.

At Valmont, we've leveraged our strengths – in our markets, products and capabilities – to

become the leading manufacturer of mechanized irrigation equipment and structures for

infrastructure in the world, and the leading custom galvanizing company in North America.

Take a look at our businesses, our people, and our strategies, and join us as we continue to

build on our strengths.

2 0 0 0 f i n a n c i a l h i g h l i g h t s

[ D O L L A R S I N M I L L I O N S , E X C E P T P E R S H A R E A M O U N T S ]

o p e r a t i n g r e s u l t s

Net sales
Operating income
Net earnings
Diluted earnings per share
Dividends per share

f i n a n c i a l p o s i t i o n

Shareholders’ equity
Shareholders’ equity per share
Long-term debt as a % of invested capital

o p e r a t i n g r a t i o s

Gross profit as a % of net sales
Operating income as a % of net sales
Net earnings as a % of net sales
Return on beginning equity
Return on invested capital

y e a r - e n d d a t a

Shares outstanding (000)
Approximate number of shareholders
Number of employees

$846

2000

$00846.1
67.3
30.4
1.28
0.26000

$00191.9
8.23
43.9%

25.0%
7.9%
3.6%
17.8%
10.9%

23,320
5,500
5,503

1999

$00639.9
50.2
26.4
1.08
0.26000

$00170.5
7.30
33.8%

27.0%
7.8%
4.1%
15.0%
9.8%

23,354
5,500
3,948

1998

$00630.9
47.8
27.6
1.02
0.25125

$00175.9
7.12
30.3%

24.2%
7.6%
4.4%
13.3%
10.3%

24,721
5,500
3,869

$645 $623 $631 $640

$545

$62.0

$67.3

$52.4

$50.2

$47.8

$41.8

$1.33

$1.28

$1.12

$1.08

$1.02

$.90

96* 97

net sales

operating
income

diluted earnings
per share

* Before asset valuation charge

l e t t e r t o f e l l o w
s h a r e h o l d e r s

The theme of this year’s annual report is “Building on Strength,” which captures the essence of our strategy
of growing our businesses by leveraging product lines, market position and skill sets. In other words, it is about
staying within our areas of competence.

This strategy was born in 1993, when we decided to sharpen our focus and concentrate on the two areas
where we had very strong industry positions – irrigation for agriculture, and support structures and services for
infrastructure development. In 1993, those businesses totaled $334 million in revenue. By 2000, they
comprised nearly all of the company’s $846 million in revenue– a compounded annual growth rate of 14 percent.

Since then, our strategy has not changed. We continue to grow within our chosen industries. Today, when I look
at the markets we serve and the underlying drivers for those markets, my enthusiasm for our opportunities is

c o r p o r a t e v i s i o n

Valmont is recognized throughout the world as an industry
leader in engineered support structures and services for
infrastructure, and water management for agriculture.

We grow our businesses by leveraging our existing products,
markets and processes. We recognize that our growth will only
create shareholder value if, at the same time, we beat our cost
of capital.

Essential to our success is a company-wide commitment to
customer service and innovation, and the ability to be the best
cost producer for all products and services we provide.

Recognizing that our employees are the cornerstone of our
accomplishments, we pride ourselves on being people of
passion and integrity who excel and deliver results.

v a l m o n t i n d u s t r i e s

$2.00

$1.50

$1.00

$0.50

t a r g e t – 15 %
a c t u a l – 13%

c o m p o u n d a n n u a l g r o w t h r a t e : d i l u t e d e a r n i n g s p e r s h a r e

only reinforced. Increased food production and the need to manage the world’s fresh water resources more
efficiently, coupled with the growing demand for support structures for the ever-expanding global infrastructure,
offer major opportunities for Valmont’s continued growth.

I also believe that our strategic position within each of our industries is strong. We have developed a global
network of pole and tower manufacturing plants that provides us with tremendous flexibility in serving
customers and sourcing around the world. In the irrigation business, we serve the global market through
manufacturing plants in North America, South America, Europe and Africa. We are a significant player in our
industries within the world economy and we are the only company in our businesses with facilities located
throughout the world.

2 0 0 0 I N R E V I E W
Not surprisingly, when we look back at 2000 we see a mixed picture! We performed very well in many areas
and we could have done better in others. We were pleased to see the revenue line grow by 32 percent and
operating income by 34 percent. We enjoyed significant growth and captured some leverage in profitability.

Our sales growth came from a combination of organic growth and acquisitions. It is always difficult to execute
dramatic growth and simultaneously operate very efficiently. We were no exception. We did get some operating
leverage, but we had planned for more. Profits were affected by additional overtime and were hit by dramatically
higher energy costs in the second half of the year. Looking at the balance sheet, we must manage our working

capital better. Although we saw some improvement in our receivable turns, this was more than offset by higher
inventories. A high priority in 2001 is to drive further productivity improvements in our plants and to turn
inventories faster.

Over the last few years, we have invested significant dollars in adding capacity both within our existing plants
and in new facilities. Along the way, we have absorbed startup and training costs and we have incurred
substantially increased depreciation expense. Major investments in capacity should be behind us for a while.
As we go forward, our task is to utilize that additional capacity fully and grow the bottom line in the process.

I was very fortunate in 2000 to have had the opportunity to visit 30 Valmont facilities around the world:
from South Africa to Europe, and the Americas to Asia. On every occasion, I was deeply impressed. Our people
and culture truly make us successful. Around the world, Valmont employees from diverse backgrounds and
cultures share similar traits – they have integrity, passion, a commitment to excellence, and are results
oriented. Those who succeed at Valmont believe they are doing more than building structures from steel.
They are passionate about the way our products help feed people, preserve water resources and improve the
safety and quality of life around the world. I could not be prouder of our global team– or more grateful for their
tremendous contributions to our success.

I would like to take this occasion to thank Mike Harper for his many years of service as a member of our Board
of Directors. Mike, who retired from the Board this year, has been a valuable source of input and thoughtful
guidance, and a strong advocate for our shareholders.

v a l m o n t i n d u s t r i e s

2 0 0 1
Although no one knows for certain what 2001 will bring, as I am writing this letter I feel optimistic about our
pole and tower businesses worldwide. Although we have seen some softening in the commercial lighting
business in the U.S., other markets, including utility, wireless communication and the markets supported by the
federal highway bill, all show strength. Our pole businesses in Europe and Asia are off to a good start. Our coatings
businesses are solid, but their profitability is more sensitive to the high price of natural gas than our other divisions.

On the irrigation side of our business, I am hopeful that we will have another good year internationally, but I am
concerned about the short-term outlook in North America. The long-term drivers of water conservation and
increased food production are as strong as ever. Commodity prices, however, remain stubbornly low, farm
policy may change, and the outlook for increased U.S. exports could be better. This uncertainty, combined with
the certainty of dramatically higher energy prices affecting operating costs, has sharply curtailed North American
farmers’ appetites for major capital expenditures.

We cannot avoid the cyclical nature of some of our businesses, but we can offset the effect of such cycles
through further geographic expansion and more product line diversification. We will continue those efforts.

We promise to keep building on strength!

Sincerely,

Mogens C. Bay
Chairman and Chief Executive Officer

at
a
g l a n c e

1 CENTER PIVOT & LINEAR MOVE

IRRIGATION EQUIPMENT

Efficient and uniform application
of water, fertilizer and chemicals,
and tubing for agriculture and industry

2 WATER RE-USE

Environmental consulting for soil and
water management and land application
of treated wastewater
3 COMMUNICATION TOWERS

Self-supporting and guyed towers and
accessories for all types of communication
structure applications

4 COATINGS

High-quality galvanized, anodized and
powder coatings

5 COMMUNICATION POLES

Wireless communication pole structures
and components

6 TRAFFIC

Steel and aluminum traffic signage and
control structures

7 COMMERCIAL & DECORATIVE LIGHTING

Steel and aluminum poles for commercial,
street, highway and decorative lighting

8 UTILITY STRUCTURES

Poles and substation structures for
electrical transmission and distribution
for the utility industry

v a l m o n t i n d u s t r i e s

a t a g l a n c e

Our focus is on two key areas worldwide – water management for

agriculture, and structures and coatings for infrastructure – where our

strengths are in designing, manufacturing and distributing high-quality

products at the best cost. Our expertise in bringing the latest technology to

our products and manufacturing processes has made us a leader in both of

these industries, and our growth will continue as we build on our strengths.

TULSA, OKLAHOMA, USA
steel poles

TULSA, OKLAHOMA, USA
galvanizing

BRENHAM, TEXAS, USA
steel poles

TUALATIN, OREGON, USA
galvanizing

SALEM, OREGON, USA
wireless communication
structures

ALBANY, OREGON, USA
headquarters, cascade
earth sciences

LOS ANGELES, CALIFORNIA, USA
anodizing and powder coating

LONG BEACH, CALIFORNIA, USA
galvanizing

LINDON, UTAH, USA
galvanizing, powder coating

McCOOK, NEBRASKA, USA
irrigation equipment

OMAHA, NEBRASKA, USA
CORPORATE HEADQUARTERS

SIOUX CITY, IOWA, USA
galvanizing

WAVERLY, NEBRASKA, USA
steel tubing

WEST POINT, NEBRASKA, USA
galvanizing

VALLEY, NEBRASKA, USA
irrigation equipment,
steel poles, communication
towers, tubing, galvanizing

MONTERREY, MEXICO
steel poles

ST. JULIE, QUEBEC, CANADA
steel and aluminum poles

ELKHART, INDIANA, USA
steel and aluminum poles

JASPER, TENNESSEE, USA
steel poles

CHICAGO, ILLINOIS, USA
galvanizing

MINNEAPOLIS, MINNESOTA, USA
aluminum poles

MINNEAPOLIS, MINNESOTA, USA
anodizing, powder coating and
e-coating

UBERABA, BRAZIL
irrigation equipment,
communication towers

w h e r e w e a r e

MADRID, SPAIN
irrigation equipment

RIVE-DE-GIER, FRANCE
aluminum poles

CREUZIER-LE-NEUF, FRANCE
industrial covers and conveyers

CHARMEIL, FRANCE
steel poles

MAARHEEZE, THE NETHERLANDS
steel poles

SIEDLCE, POLAND
steel poles

GELSENKIRCHEN, GERMANY
steel poles

JOHANNESBURG, SOUTH AFRICA
irrigation equipment

SHANGHAI, CHINA
steel poles

valmont is an international manufacturing company with operations
a r o u n d t h e w o r l d . va l m o n t o p e rat e s 30 m a n u fa c t u r i n g p l a n t s ,
located on five continents, and sells its products in more than 100
countries.

I N F RA S T R U C T U R E

Valmont meets growing infrastructure needs with dependable, durable and attractive structures.

i n f r a s t r u c t u r e

c o m m e r c e , c o m m u n i c at i o n , c o m m u n i t y
b u i l d i n g o n s t r e n gt h

World commerce is moving faster than ever before. Economies are

developing based on the rapid movement and exchange of goods, services

and information. Countries and communities around the world struggle to

maintain the transportation, communication and public-use infrastructure

necessary to sustain this economic growth.

At Valmont, we meet these growing infrastructure needs with dependable,

durable and attractive structures for power transmission, wireless

communication, traffic control, roadway and area lighting. We leverage

these products, markets and capabilities to add even more value to grow

our core infrastructure businesses and provide better quality of life to

people around the world.

A growing global population and economic progress drive the demand for Valmont’s infrastructure
products. More people than ever before are communicating, commuting and moving around
urban areas, creating centers of commerce that help fuel the markets for infrastructure products.
As the world’s population grows, so will the demand for Valmont products that help expand the
power, traffic and communication networks around the world, now and in the future.

l e v e r a g i n g p r o d u c t s

Communication Poles, Towers and Components: Building the Worldwide Network The information

technology revolution is a global phenomenon that continues to generate demand for reliable communication infrastructure.

Structures and component parts to support wireless voice and data networks are a critical part of this technological boom.

Valmont manufactures a complete line of highly engineered and cost-effective communication poles, towers and component

parts for which demand remains strong.

Two factors in particular drive this demand. First is the rapid build-out of wireless networks worldwide as many service providers

continue to add locations and upgrade their systems in an effort to keep pace with subscriber needs. Secondly, as the demand

for wireless communication services increases, tower-leasing companies are supporting service providers by owning and

leasing space on national networks of poles and towers.

Demand for Valmont communication structures in North and South America continued to be strong throughout 2000. In China,

another significant market for communication poles, Valmont is serving regional telecom companies in their rapid build-out of

wireless networks throughout the country.

We also expect near-term market growth in Brazil and Europe, where we continue to build market presence with the poles,

towers and communication components provided through our subsidiary, Valmont Microflect™. These components include the

hardware, brackets and connectors that are used to attach wireless, broadband and waveguide communication antennas to

poles, towers and other structures. It is in component sales that we have introduced our first e-commerce web site for online

customer orders. We believe this is an important step, as this market demands and values very quick delivery, coupled with

complete shipments.

g l o b a l d e m a n d f o r va l m o n t
p r o d u c t s a n d s e rv i c e s
w i l l b e d r i v e n l a r g e ly
by p o p u l at i o n g r o w t h
a n d e c o n o m i c e x pa n s i o n .

l e v e r a g i n g m a r k e t s

Lighting, Traffic and Utility: Leading the Way During the year 2000, worldwide deregulation and privatization of

the electric power industry, a growing global economy and continued population growth produced a strong demand for the

utility poles and substations that Valmont manufactures. Our sales growth was also stimulated by an increased coordination

of our global sales efforts and our investments in new manufacturing facilities and equipment – steps that improved order

fulfillment efficiencies and delivery times.

In every area of the world, economic growth increases the need for improved transportation infrastructure. In North America,

where Valmont is the industry leader in steel and aluminum poles for commercial lighting and traffic lighting, signals and signs,

we acquired and successfully integrated the business of Lexington Standard Corporation, a leading manufacturer of aluminum

poles. This acquisition establishes Valmont as the premier provider of aluminum poles worldwide. A new pole manufacturing

facility in Jasper, Tennessee, will provide us with increased manufacturing capacity for large poles.

Also in 2000, we formed a joint venture to manufacture steel poles in Mexico with Grupo IMSA. This joint venture allows

Valmont's global pole business to better participate in the growing Mexican and South American pole markets with one of

Mexico's leading industrial groups as our partner.

With pole manufacturing facilities in five countries in the Europe/Middle East/Africa region, Valmont is well positioned to serve

the expanding needs of customers there. In the Asia/Pacific region, Valmont is a leading supplier of utility and lighting poles.

In the U.S. and Europe, spending on expanding and upgrading transportation infrastructure is increasing and Valmont-designed

fluted and decorative poles are particularly popular in urban settings and where aesthetic considerations are important.

h i g h way s a n d r oa dway s w i t h
a d e q uat e l i g h t i n g f o r s a f e t y ,
m o r e e l e c t r i c i t y c a pa c i t y ,
i n c r e a s e d c o m m u n i c at i o n s
a n d i n f ra s t r u c t u r e t h at
l a s t s – t h e s e a r e t h e n e e d s
o f a g r o w i n g w o r l d p o p u l at i o n .
va l m o n t h e l p s m e e t t h e s e n e e d s .

l e v e r a g i n g c a p a b i l i t i e s

Acting on Opportunity Since the mid 1960s, Valmont has been galvanizing its own products to improve durability.

Galvanizing is one of the most efficient and cost-effective processes to protect steel from the elements as it significantly

extends the service life of steel products. More recently, Valmont has added anodizing and powder-coat painting to its service

offerings. Anodizing, a versatile electro-chemical process, protects aluminum with a durable, attractive finish. Powder coating is

a superior, high-performance painting application, which results in a high-quality finish that resists abrasion and corrosion.

We have leveraged these core capabilities both by building new facilities and by strategic acquisitions, and our coatings

business has doubled every year since 1997. Valmont’s galvanizing business is now the leading custom galvanizer in North

America. During 2000, the Coatings Division executed its strategy at an even faster pace, completing four acquisitions and

doubling its revenues over 1999.

The new coatings facilities – in Minneapolis, Los Angeles, Sioux City and Chicago – are in strategically diverse geographic

locations that provide additional services, new markets and a varied customer base. In addition to traditional industrial products,

we are applying coatings to products as diverse as computers, flashlights, musical instruments, aircraft parts, sporting

goods – even components of the International Space Station.

Conclusion In the near term, the demand for Valmont infrastructure products and services is driven by a number of

powerful factors. Among these are an increase in U.S. highway and mass transit funding; an increase in core urban area

renovation; the need to improve traffic flow and safety; an explosive global increase in wireless communication; and the need

for improvements in the electric power grid brought on by increasing demand for electricity worldwide. The occurrences of

power shortages in California serve as a stark reminder of the importance of a stable electricity infrastructure. Equally important

is the need to prevent corrosion and extend the service life of basic infrastructure elements.

In the long term, the global demand for Valmont products and services will continue to be driven largely by these same

factors – population growth, economic expansion, and the significant new construction required to cope with traffic congestion,

urban sprawl and an expanding wireless communication industry. In the next 10 years, $500 billion in new electricity

generation capacity is estimated to come on line – with Asia, Europe and South America comprising the fastest-growing

markets. The United States is expected to increase its current capacity by 20 percent during this same period.

t h e c r i t i c a l k e y s t o s u c c e ss
i n o u r i n f ra s t r u c t u r e
b u s i n e ss remain quality,
value, and service.

L I G H T I N G

Public and private areas around the world are safer thanks
to lighting poles manufactured and sold by Valmont.

a s t h e w o r l d ’ s l e a d i n g
p r ov i d e r o f l i g h t i n g , t ra f f i c
a n d u t i l i t y p o l e s , w i t h 14
pole manufacturing facilities
w o r l d w i d e , va l m o n t i s
p o s i t i o n e d t o a c t o n
o p p o rt u n i t i e s t h at w i l l
o c c u r a s w o r l d p o p u l at i o n
a n d g l o b a l e c o n o m i e s g r o w .

RA Y S N I D E R Manager, Lighting Division – Herning Underground

i n f r a s t r u c t u r e

t h e p o w e r o f c h a n g e

t h e p o w e r o f pa r t n e r s h i p

“In California, where our company is located, utility companies previously installed their
own lighting poles. Now, our state’s Rule 15 allows subcontractors to compete for this
work...so as you can imagine, there are a lot of opportunities for distribution companies
like ours.

“To prepare our company for this and other opportunities that will occur with deregulation,
we decided early on to align with a top manufacturer in the lighting pole business. Valmont
plays a very big role for us. We value our relationship with Valmont for a lot of reasons, but
mainly because the poles are top quality and the company is very easy to work with. I have
never had a Valmont pole rejected on a job – and the delivery times are exceptional. From
Valmont, I can usually count on getting my poles in half the lead-time of other manufacturers.

“As we move into new markets, our alliance with Valmont is a strong point in our favor
because people in our industry think favorably of Valmont. Valmont has actually helped us in
our efforts to grow our business in some new markets, something they did not have to do.
That’s the beauty of the relationship between our company and Valmont; it’s the best of
both worlds. It is based on trust, teamwork and mutual respect, and I can’t think of a better
way to do business – especially in this rapidly changing industry. When you have cooperation,
you’re better prepared for the power of change.”

“THE RELATIONSHIP BETWEEN OUR COMPANY AND VALMONT…
IS BASED ON TRUST, TEAMWORK AND MUTUAL RESPECT.”

I R R I G AT I O N

Technological advances on Valmont’s mechanized irrigation equipment allow farmers
to apply water and chemicals with precision.

i r r i g a t i o n

w o r l d w i d e w a t e r m a n a g e m e n t
b u i l d i n g o n s t r e n gt h

Without clean, readily available fresh water for food production, industry

and human consumption, our modern quality of life would be impossible.

Yet a growing world population, outdated irrigation methods and increasing

pollution pose serious threats to global fresh water resources and the health

and livelihoods of people in every nation.

Valmont is a leader in helping agricultural producers apply water more

efficiently and effectively. We leverage our strength with advanced

irrigation, chemical application, and wastewater treatment technologies to

help improve the quality of life around the world.

Only four percent of the world’s total irrigated acreage is under mechanized irrigation equipment.
Population pressures, pollution and increased agricultural and industrial use worldwide are
putting tremendous strains on fresh water resources. One way to address this issue is to install
mechanized irrigation systems on more of the land that still uses inefficient methods like flood
irrigation. The precision-farming practices that are facilitated with mechanized irrigation can
increase yields while conserving and recycling water. Valmont products are, and will continue to
be, the products of choice for the development of efficient mechanized irrigation on a global scale.

l e v e r a g i n g p r o d u c t s

New Product Innovations From its beginning, Valmont has played an important role in the quest to efficiently manage and

conserve water resources through the increased use of mechanized irrigation. Our focus has been on continuously improving

our products to match the specific needs of growers in diverse global markets, and Valmont engineers continue to develop new

technologies for water management.

During the year 2000, for example, Valmont released an improved electronic control panel and base station components for

irrigation equipment, the C:A:M:S 7.0™ (Computer-Aided Management System). We also introduced AccuPulse™, which allows

for the precise application of chemicals and fertilizer. AccuPulse reduces the environmental impact of chemicals on soil through

precise application, decreasing the risk of wind drift and runoff. This technology is ideally suited for low-to-the-ground,

high-value crops such as coffee, cotton, peanuts, potatoes and many other vegetables. PolySpan™ is another Valmont product

innovation – a polyethylene liner that can extend the life of irrigation pipes in areas with high water acidity. Also in 2000, we

launched equipment with smaller pipe – better suited for small field applications – as well as the Valley® Spinner, a water-driven
system designed for growers with small fields or limited access to electricity. The introduction of these new products preserves

Valmont’s role as the technology leader in the mechanized irrigation industry.

In the area of wastewater reuse, our Cascade Earth Sciences (CES) subsidiary is attracting positive attention as an industry

leader in the land application of wastewater. CES designs, builds and operates wastewater reuse systems that help conserve

fresh water resources by irrigating crops with treated wastewater. CES also provides consulting services to confined animal

feeding operations, industrial companies and municipalities in the U.S. where land and groundwater protection is becoming

critically important. We believe that wastewater treatment technology is essential to world water conservation efforts, and our

experience in the U.S. will serve as the model for Valmont’s international expansion in this area in the future.

f r e s h wat e r i s a f i n i t e
r e s o u r c e . w i t h o u t i n s ta l l i n g
m o r e e f f i c i e n t i r r i g a t i o n
e q u i p m e n t , w e w i l l n o t h av e
t h e wat e r t o m e e t t o m o r r o w ’ s
f o o d d e m a n d s .

l e v e r a g i n g m a r k e t s

Our Markets Continue to Grow Valmont’s investment in and commitment to introducing mechanized irrigation to

international markets has set the stage for growth. As long as world population and the desire for improved diets continue to

grow, so will the demand for irrigation products. In 2000, sales of irrigation equipment increased even though commodity prices

remained low. Our new 310,000 square-foot manufacturing facility in McCook, Nebraska, began operations in early 2000, greatly

increasing our production capacity and delivery times in North America. The automated and streamlined flow of the facility

allows us to manufacture and ship orders faster, better serving our customers.

In other areas of the world, our regional manufacturing strategy is also helping us earn customers. We have successfully

completed the first full year of our joint venture in South Africa, where we manufacture and sell irrigation equipment for the

growing southern African market. We will soon be expanding our marketing efforts on a local level in China. Other international

market opportunities include the Middle East and Australia.

In Mexico and South America, demand for Valmont irrigation products remains strong. In both Mexico and Brazil – countries

that are very concerned with water management and enhancing yields – Valmont has a significant presence in the mechanized

irrigation market. Brazil is the world’s second-largest producer of soybeans after the U.S., and we believe this market will

continue to grow. During 2000, we expanded our presence in Argentina, where we also expect continued growth opportunities.

u s a b l e w a t e r s u p p l y i s l i m i t e d

Total Worldwide Water Supply

3% is freshwater;

of this 3%, two-thirds is trapped in polar ice caps and
only one-third is usable freshwater;

today, of this one-third of usable freshwater,
65% is used by agriculture.

t h e n e e d t o c o n s e rv e a n d
r e c yc l e wat e r w i l l d r i v e t h e
r e p l a c e m e n t o f l e ss e f f i c i e n t
f l o o d i r r i g at i o n m e t h o d s w i t h
p r e c i s i o n fa r m i n g t e c h n i q u e s
l i k e va l l e y® b ra n d m e c h a n i z e d
i r r i g at i o n e q u i p m e n t .

l e v e r a g i n g c a p a b i l i t i e s

Advanced Information Technology To assist our dealers in their sales, distribution and customer service efforts,

Valmont is leading the industry in the use of advanced information technology. A new Internet-based order entry system, called

Valley Virtual Office ( V2O), gives dealers instant access to an order’s manufacturing and shipping information, and allows them
to better serve their customers with up-to-date information. V2O also allows dealers to design equipment configurations online,
forming a broad base of proven packages that can be updated, modified or reused – quickly and cost effectively. By the end of

2000, over 50 percent of Valmont’s dealers were placing orders by way of the V2O system.

Conclusion Today, farmers around the world are looking for ways to maximize their investments by making smarter use of

resources. As free trade becomes more prevalent and subsidies are moderated, fresh water will become an even more valuable

commodity. Technological advances such as those provided by mechanized irrigation systems allow farmers to apply water and

chemicals with precision – and reduce their overall operating expenses.

World population growth, improving diets and fresh water shortages will put even more pressure on producers to meet increasing

food demands. The critical need to conserve and recycle water will drive the replacement of less-efficient flood irrigation
methods with precision farming techniques like Valley® brand mechanized irrigation equipment. By reusing treated wastewater,
water resources can be further conserved, and we will continue to research and develop the technological advances that will

help make water and land resources more productive.

On the local level, a shift away from large-scale dam projects in favor of individual community-based water conservation efforts

complements Valmont’s efforts to better inform people about the benefits of mechanized irrigation systems, which help to

increase productivity, improve yields, reduce labor costs, and conserve our precious natural resources. Increasingly, mechanized

irrigation is recognized as the best way to complete many of the large-scale irrigation projects that have been initiated in various

parts of the world. In each of our foreign markets, we are working with governments and other agencies to emphasize

the advantages of mechanized irrigation in bringing water to fields – and our local presence is a key strategic advantage to

formalization of agreements in these endeavors. By providing innovative technology based on local demands, we believe our

opportunities for growth will continue.

a c o r n e r s t o n e o f o u r g l o b a l
s t rat e gy i s t h at w e a r e t h e
o n ly c o m pa n y i n o u r i n d u s t ry
t o m a n u fa c t u r e i n m o r e t h a n
o n e l o c at i o n a n d f r o m o u t s i d e
o f o u r d o m e s t i c m a r k e t .

M C C O O K , N E

Galvanized irrigation pipe moves through the assembly line at our new,
automated manufacturing facility in McCook, Nebraska.

by p r ov i d i n g i n n ovat i v e
t e c h n o l o gy b a s e d o n l o c a l
d e m a n d s , w e b e l i e v e o u r
o p p o rt u n i t i e s f o r g r o w t h
w i l l c o n t i n u e .

4.0%
mechanized
irrigation

Percent of worldwide
irrigated acres using
mechanized irrigation

I G A L E L F E Z O UAT Y

Farmer–Naivasha, Kenya

i r r i g a t i o n

i n a f r i c a , t h e s k y i s t h e l i m i t
t h e p o w e r o f pa r t n e r s h i p

i n a f r i c a , t h e s k y
i s t h e l i m i t

“There is something magical about the vast, beautiful African countryside, with its mild
climate and limitless blue skies. I had lived there as a child and wanted to return, so 11 years
ago I moved from Texas to Kenya to farm – something I had never done before.

“The growing season here is year-round but rainfall is low and the soil is fast draining. I decided
to grow exotic vegetables – French beans, snow peas and miniatures like baby corn, carrots
and so on – in great demand in Europe. I started with 100 acres, which required 25 full-time
men to manage the flood irrigation. To reduce my labor and energy costs and get a higher
crop yield, I knew I must become more efficient with my water resources.

“I researched mechanized irrigation systems and decided that Valley pivots, while not the
least expensive, were the best choice because they are built the best. And because of
Valmont’s commitment to the international marketplace, I knew that should I ever have a
problem, Valmont would be there to support me – even in the middle of Africa. Today, we
farm 700 acres with 11 pivots, all operated by just two men. Now, the rest of our 1,000
employees can spend their time harvesting, which is critical when each day’s harvest is
shipped by air the next day to Europe.

“I have also convinced other farmers here to install Valley pivots. With them, we get a
minimum of 30 percent greater yields from our crops. Because of the year-round growing
season, the payback period on the cost of our pivots is just two years. There are many poor,
hungry people here in Africa and increased food production is a priority. Mechanized
irrigation technology like Valley pivots is the future for me and for Africa, where the sky really
is the limit.”

“MECHANIZED IRRIGATION IS THE FUTURE FOR ME AND FOR
AFRICA, WHERE THE SKY REALLY IS THE LIMIT.”

s h o rt - t e r m d r i v e r s :
i n f ra s t r u c t u r e

l o n g - t e r m d r i v e r s :
i n f ra s t r u c t u r e

1 U.S. government highway funding
2 Demand for increased wireless
communication coverage

3 Need for expansion and improvements in

the power transmission grid

4 Cost savings through corrosion prevention
5 Increasing urban renovation projects
6 Increased use of decorative poles

1 Global population growth and economic expansion
2 Growing infrastructure needs of emerging economies
3 Increasing government funding for infrastructure
4 Growth in wireless communication for voice and data
5 Increased energy consumption, deregulation

and competition

6 Urban sprawl and emphasis on traffic safety
7 Increased lighting needs due to consumer

safety concerns

a t a g l a n c e

8 Cost effectiveness of steel vs. wood poles

i n v e s t m e n t
va lu e

s h o rt - t e r m d r i v e r s :
i r r i g at i o n

1 Reduced availability of water resources
2 Rising global grain demand
3 Grain prices
4 Growing need for conservation and reuse strategies
5 Application of precision farming practices
6 Use of information technology on farm equipment
7 Increasing farm sizes

l o n g - t e r m d r i v e r s :
i r r i g at i o n

1 Human and industrial impact

on water resources
2 Global population growth
3 Improved diets
4 World peace and economic

expansion

5 Loss of arable land to urban
and industrial development

i n v e s t m e n t v a l u e

p r o d u c t s , m a r k e t s a n d c a pa b i l i t i e s
b u i l d i n g o n s t r e n gt h

Growth is essential in business. It requires that a business offer products

and services and provide solutions that meet customers’ needs. It requires

the vision to respond to changes in the marketplace and the flexibility

to adapt to those changes quickly and effectively. Growth requires us to

successfully capture the opportunities in our markets that will create

shareholder value.

At Valmont, our strength is our people – a strong team of individuals who

identify and act on the opportunities that allow us to leverage our products,

markets and capabilities to sustain long-term shareholder value. We continue

to build on this strength.

We have made the capital investments and have the management team in place to take us where
we want to go. We know that our most important job is to provide our customers with exemplary
service and high-quality products and services. This is what Valmont is known for, and it is what
customers can continue to expect. Through manufacturing efficiencies and increased capacity,
we provide quality products at a fair price.

b u i l d i n g m o m e n t u m

In 1993, we took a hard look at the nature of our business and the industries in which we held leadership positions: products

for irrigation and infrastructure. We challenged the Valmont teams to achieve annual trendline earnings per share growth of at

least 15 percent within these two business segments. That’s an aggressive target for any manufacturing company.

Since then, we have divested non-core businesses and accelerated our global expansion. We continued to make investments

in our manufacturing and distribution facilities. We tasked our managers to make more efficient use of resources to grow revenue

and reduce operating costs. We have built on our strengths, and we remain dedicated to the disciplines and practices that will

help us meet our ongoing goal of steadily increasing value for our shareholders.

During 2000, we continued to improve our operational efficiency, expand our global footprint and increase our sales growth.

For example, we made operational changes at our Valley, Nebraska, plant that allowed us to increase our large pole capacity by

40 percent. Our new irrigation manufacturing facility in McCook, Nebraska, and the construction of a pole manufacturing plant

in Jasper, Tennessee, increased our capacity even further. The acquisition of four new coatings companies, an aluminum pole

company and a tubing company increased our business in those areas.

In an effort to drive down costs, we are improving our procurement processes by leveraging our global buying power. We are

also implementing a computerized design process that will allow our engineers to provide technical drawings faster, increase

quote accuracy and reduce manufacturing timelines for our customers.

Our people and culture are what make us successful. Around the world, Valmont employees are from diverse

backgrounds and cultures, but share similar traits – they have passion, integrity, a commitment to excellence, and are

results oriented. Those who succeed at Valmont believe they are doing more than building structures from steel. They are

passionate about the way our products help feed people, preserve water resources and improve the safety and quality of

life around the world.

by b u i l d i n g o n o u r s t r e n gt h s ,
w e r e m a i n d e d i c at e d t o t h e
d i s c i p l i n e s a n d p ra c t i c e s t h at
w i l l h e l p u s m e e t o u r o n g o i n g
g o a l o f s t e a d i ly i n c r e a s i n g
va lu e f o r o u r s h a r e h o l d e r s –
n o w a n d i n t o t h e f u t u r e .

b u i l d i n g v a l u e

To keep management and shareholder interests aligned, Valmont applies the concept of Total Value Impact (TVI), our business

performance measurement philosophy. This measurement aligns shareholder and management interests by focusing on

earnings performance as well as return on investment. Valmont business units are “charged” for the capital they employ.

We subtract the cost of that capital from net operating profit after taxes. The remainder is TVI, and the increase in that value

from year to year is an objective measure of the value we have created for our shareholders.

For our managers, TVI puts the focus squarely on earnings and capital management. It encourages them to invest in projects

that generate returns in excess of the cost of the capital. TVI requires managers to think long-term – like business owners – and

gives Valmont a corporation-wide focus on real value for our shareholders.

All of this is part of our long-term strategy to leverage our strengths. At Valmont, our industry focus is sharply defined, yet our

geographic focus is broad. We are the only mechanized irrigation company to manufacture outside our domestic market. We are

the only pole provider that designs and manufactures lighting, utility and communication poles in multiple locations around

the world. This global presence allows us to leverage our strength to customize products for local demands, cut transportation

and shipping costs, shorten delivery times, and provide better customer service.

As long as the world’s population continues to grow, so will the demand for our products. Currently, 19 percent of our revenues

are derived internationally and we believe that share will grow in the future. By making the investments we have made – in our

technology, plants, locations and people – we are prepared to meet the demands of our industries, markets and customers.

b u i l d i n g f o r t h e f u t u r e

Where do we go from here? Our concentration on two primary businesses – irrigation products and infrastructure

products – keeps our growth strategies focused on our core capabilities. 1] We leverage our existing products by introducing

them into new markets – such as utilizing our expertise in utility markets and applying it to the communication market.

2] We leverage our key markets by introducing new products, as we have by offering decorative aluminum poles to the lighting

market. 3] We leverage our capabilities by applying them to new service offerings. Our coating business is a good example of

taking internal expertise and providing it to external customers.

Any decision to expand or acquire a business must meet one of these three criteria and strengthen Valmont’s primary businesses

of irrigation and infrastructure. Acquisitions must provide Valmont with opportunities, customers, technologies or markets for

our core businesses. By leveraging our markets, products and capabilities, we build our future.

by l e v e ra g i n g o u r m a r k e t s ,
p r o d u c t s a n d c a pa b i l i t i e s ,
w e b u i l d o u r f u t u r e .

J E A N N E P R I T C H A R D

Abbey Mill Assistant Cut-off Operator–Valley, Nebraska

i n v e s t m e n t v a l u e

s a f e t y i s a t e a m e f for t

“The tubing mill, where I work, is a machine that makes and cuts steel tubing to customer-
specified lengths. Anytime you work with steel, you have to be extra careful and watch out
for one another. About four years ago, I volunteered to be part of Valmont’s Safety Council.
At the Valley plant, about 75 or 80 people – supervisors, volunteer representatives and
others – meet monthly to discuss safety issues.

“Valmont has several programs that encourage employees to make our jobs safer. One of
them, called ‘Fence Builders,’ offers incentives when people suggest safety improvements.
Our department takes this seriously and I am proud that many of the Fence Builders have
come from the Tubing department. Recently, for example, one of our guys designed a way
to better remove excess exhaust from our work area. When we brought the plan to the
management team, they were very supportive and saw that the project was done quickly
and right.

“That’s one of the things I like about working here – the fact that our supervisors and
management teams really listen to us. When we ask for something that will make our jobs
safer, they move on it – and that really reinforces the feeling that we are all on the same
team. Sure, paying attention to safety benefits the company, but more than that, it’s smart
and it makes everyone feel better about their jobs. We’re watching out for each other’s
safety and the company is watching out for us. It’s a good feeling.“

“WE’RE WATCHING OUT FOR EACH OTHER’S SAFETY AND THE
COMPANY IS WATCHING OUT FOR US.”

f i n a n c i a l o b j e c t i v e s
a n d r e s u l t s

We measure our performance against many standards. Financially, we have selected three principal factors that tell just how
well we are managing the Company and the money invested in it. The goals we have established for earnings growth, return on
invested capital and long term debt leverage are appropriate for the industries in which we participate, yet challenging enough to
demand the very best talents and performance of our management teams.

15% trendline

$1.33

$1.28

$1.12

$1.08

$1.02

$.90

14.7% 15.4%

13.0%

43.9%

33.8%

30.3%

10.9%

10.3%

9.8%

17.1%

12.7% 10.4%

96* 97

DILUTED EARNINGS
PER SHARE

OBJECTIVE
Increase trendline
earnings per share
15% per year

RETURN ON
INVESTED CAPITAL

OBJECTIVE
Achieve a minimum
10 % after tax return
on invested capital

LONG TERM DEBT AS A
PERCENT OF INVESTED CAPITAL

OBJECTIVE
Maintain long-term debt
as a percent of invested
capital at less than 40%

* before asset valuation charge

c o n t e n t s

33
38
40
41
42
43
44
49
50
51
51
52
52
53

MANAGEMENT’S DISCUSSION & ANALYSIS
SELECTED 11-YEAR FINANCIAL DATA
CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENT INFORMATION

QUARTERLY FINANCIAL DATA
INDEPENDENT AUDITORS’ REPORT
REPORT OF MANAGEMENT

OFFICERS AND MANAGEMENT

SHAREHOLDER INFORMATION

BOARD OF DIRECTORS

m a n a g e m e n t ’ s d i s c u s s i o n
a n d a n a l y s i s
o f f i n a n c i a l c o n d i t i o n a n d r e s u l t s o f o p e r a t i o n s

The following discussion and analysis provides information that
management believes is relevant to an assessment and understanding
of the Company’s consolidated results of operations and financial
position. This discussion should be read in conjunction with the
Consolidated Financial Statements and related Notes. In 2000, the
Company reclassified its shipping costs on sales transactions from a
deduction to arrive at net sales to cost of goods sold. Accordingly, net
sales and cost of goods sold for 1999 and 1998 have been restated
for consistency purposes.

R E S U LT S O F O P E RAT I O N S

The net sales and operating income of the Company’s business
segments for the past three years are as follows:

[ I N M I L L I O N S ]
net sales
Irrigation
Infrastructure
Other

2000

Y E A R E N D E D
1999

1998

$ 326.9
496.7
22.5

$ 257.6
356.2
26.1

$ 262.1
332.5
36.3

27.0%

25.0%

24.2%

$846

$631

$640

$497

$333

$356

$262

$258

$327

$36

$26

$22

Net Sales

$ 846.1

$ 639.9

$ 630.9

operating income

Irrigation
Infrastructure
Other

Operating Income

28.8
37.4
1.1

67.3

28.7
20.5
1.0

50.2

31.6
14.3
1.9

47.8

F I S C A L 2 0 0 0 C O M PA R E D W I T H
F I S C A L 19 9 9 C O N S O L I DAT E D

Net sales in 2000 were $846.1 million, or 32% higher than 1999. Both
segments contributed to the sales growth. The sales increase was
due to acquisitions ($83.0 million) as well as growth in the Company’s
base businesses.

During 2000, the Company acquired six businesses for an aggregate
of $52.4 million. Four of these acquisitions were in the coatings
business (located in California, Minnesota, Iowa and Illinois). The other
acquisitions were an aluminum pole manufacturer in Minnesota
and a tubing business in Nebraska. As a group, these businesses
experienced lower gross profit and selling, general and administrative
(SG&A) expenses as a percent of sales than the Company’s base
manufacturing businesses. Operating profits of these businesses as a
percent of sales are similar to the remainder of the Company’s
operations. Therefore, these businesses contributed to lower gross
profit and SG&A as a percent of sales for 2000, as compared with 1999.

gross profit
as a percent
of net sales

segment sales

Infrastructure
Irrigation
Other
Total

$ in millions

Gross profit was 25.0% of net sales in 2000, compared with 27.0%
in 1999. Gross profit percentages were lower in both segments.
In addition to the negative impact of acquisitions, raw material price
volatility early in the year and increased natural gas prices late in the
year lowered gross profit margins. Sales mix and competitive pricing
conditions in certain markets also affected gross profit margins.
Selling, general and administrative expenses increased from $122.6
million (19.2% of sales) in 1999 to $144.6 million (17.1% of sales)
in 2000. In addition to the positive impact from acquisitions, the
Company realized leverage as sales grew faster than SG&A spending
in the base business. Operating income in 2000 was reduced by
the costs of closing a composite pole business in Utah and a rolled
cylinder business in Oklahoma. Also, the Company accelerated
research and development (R&D) expenses related to developing a
structure for the wind energy market. The pretax charge to earnings
related to these business closures and R&D action was $1.9 million.
Operating income increased 34.0% to $67.3 million, or slightly faster
than sales. As a percentage of sales, operating income increased from
7.8% in 1999 to 7.9% in 2000.

Net interest expense was $16.0 million in 2000, compared with
$7.1 million in 1999. The higher interest expense was attributable to
higher average borrowings resulting from acquisitions and capital
expenditures. Interest expense was also impacted somewhat by
rising U.S. interest rates in 2000.

The effective tax rate was 36.3% in 2000, compared with 36.9% in
1999. The lower tax rate in 2000 resulted primarily from increased
utilization of operating loss and tax credit carryforwards.

Net earnings increased 15.3% to $30.4 million and diluted earnings
per share increased 18.5% to $1.28. The percentage differences in
earnings per share compared with net earnings was attributable to
the Company’s repurchase of shares during 1999.

I R R I G AT I O N S E G M E N T

Net sales in the Irrigation segment increased in 2000 by 26.9% while
operating income increased slightly. Operating income in 1999 includ-
ed a $2.8 million gain on the sale on an investment. Excluding this
gain, operating income increased 11.1% over 1999. Sales increased
both in North American and international markets. In North America,
sales benefited from dry weather conditions early in the year, the
effect of government support programs on net farm income, continued
conversion of flood irrigation to center pivots, and the full-year impact
from acquisitions completed in 1999. International sales were at record
levels with increased profitability, despite a very strong U.S. dollar.

$145.6

$99.5 $98.6

19.2%

16.7%

17.1%

working
capital

sg&a expense
as a percent
of net sales

Part of the international sales increase came from large project sales
to markets in the Middle East. Tubing sales increased over 1999, in part
due to an acquisition made during 2000.

Profitability did not grow as fast as sales due to lower gross profit
margin as a percent of sales. Gross profit margins were impacted by
startup and fixed costs in the Company's new facility in McCook,
Nebraska, project sales to the Middle East which were at relatively
low gross profit margins, sharp increases in raw material prices in the
first half of the year, and competitive pricing conditions in North
America. SG&A expense control helped to offset some of the impact
of lower gross profit margins.

The Company invested in two retail distribution operations in 2000
that are reported using the equity method and are not consolidated in
the financial statements. These are a 40% interest in an irrigation
distributor in Buenos Aires, Argentina and a 35% interest in an
irrigation dealership in Kansas.

I N F RA S T R U C T U R E S E G M E N T

Net sales and operating income in the Infrastructure segment
increased 39.4% and 82.5%, respectively. Sales increased in all
product lines. Sales increases were due to acquisitions as well as
growth in the base business. Increased unit sales, cost reductions and
operating leverage all combined to improve the operating income for
the segment. In 1999, the Company incurred a $1.9 million impairment
charge related to closure of a communication tower facility in Europe.
Without this charge, operating income in 2000 was 66.9% higher
than 1999.

In the lighting and traffic business, sales were strong in both the
commercial and transportation markets. Transportation market
conditions were good due to continued government funding of the
highway bill and other government spending programs. Rising interest
rates during 2000 impacted real estate development and the general
construction economy, which slowed the growth in the commercial
lighting market later in the year. Utility structure sales grew as utility
companies continued to invest in transmission and distribution
infrastructure to meet growing electricity needs. This strong sales
activity and the effect of ongoing cost reduction and productivity
programs resulted in profitability growth in North America. In Europe,
lighting sales increased in local currency terms, as general economic
conditions in Europe were favorable. Moreover, local elections in
France helped drive the demand for quality and aesthetically attractive
lighting structures. Substantial raw material price increases and very
competitive market conditions hampered profitability in Europe. Also,
a strong dollar hurt profitability when translated into U.S. dollars.
In China, lighting and utility sales were up as the Company continued
to penetrate local markets. Sales and profitability grew in the coatings
division due to acquisitions and volume growth at existing facilities.

The coatings business was especially impacted by rapidly rising
energy costs, particularly natural gas, in the fourth quarter of 2000.
Sales of wireless communication structures and components were
higher in 2000. Carriers and vertical real estate companies were very
active in building out their networks, which caused the increase
in demand for structures and components. These higher sales led
to improved profitability. In China, communication pole sales and
profitability were improved over 1999.

In 2000, the Company invested in a pole manufacturing joint venture
with Grupo IMSA (a large diversified manufacturer based in Mexico)
in Monterrey, Mexico. The Company owns 49% of the joint venture
and its financial results are reported using the equity method and are
not consolidated in the financial statements.

F I S C A L 1 9 9 9 C O M PA R E D W I T H
F I S C A L 1 9 9 8 C O N S O L I DAT E D

Net sales were $639.9 million in 1999, as compared with $630.9
million in 1998, a 1.4% increase. All of the sales increase was
attributable to the Infrastructure segment, as Irrigation segment
sales decreased slightly from 1998 to 1999. The decrease in other
sales in 1999 was due mainly to the divestiture of a steel gratings
business in late 1998.

Gross profit as a percent of net sales increased from 24.2% in 1998
to 27.0% in 1999. Gross profit margin improvement was achieved in
both segments, with the Infrastructure segment realizing greater
improvement. Selling, general and administrative (SG&A) expenses
increased from $105.1 million (16.7% of sales) in 1998 to $122.6
million (19.2% of sales) in 1999. This increase in SG&A was due to
expenses preparing for Year 2000 computer conversions, higher sales
commissions, acquisitions, and incentive compensation. Operating
income increased from $47.8 million (7.6% of sales) to $50.2 million
(7.8% of sales).

I R R I G AT I O N S E G M E N T

Net sales decreased 1.7% from 1998 to 1999 while operating income
decreased 9.0%. In North America, low commodity prices and a
generally weak agricultural economy resulted in lower sales of
irrigation equipment. Startup expenses in the McCook, Nebraska facility,
competitive market conditions and a shift in the sales mix contributed
to lower operating income. In late 1998 and early 1999, two retail outlets
and an engineering consulting business were acquired. While these
acquisitions added to the overall sales volume, these businesses carry
lower operating profit margins than the remainder of the segment.
International sales and profits were improved over 1998, despite a
significant currency devaluation in Brazil. In addition, 1999 included a
$2.8 million gain on the sale of an investment.

I N F RA S T R U C T U R E S E G M E N T

Net sales in the Infrastructure segment increased 7.1% while operating
income improved 43.8%. Increased volume, cost reduction and
productivity programs and increased operating leverage resulted in
strong operating income growth for the segment. Sales in both the
lighting and traffic product lines were strong after a slow start, aided
by higher levels of government spending. Sales were also improved in
the utility structures product line. Increasing investment in transmission
and distribution capacity by the utility industry as a result of deregulation
was the main driver of the sales increase. In Europe, sales of lighting
products were above 1998 in local currency terms. Sales of lighting
and utility structures in China improved over 1998. Coatings sales and
profits improved over 1998, due to increased sales in existing operations
and the full-year impact of the acquisitions completed in 1998.

Sales and profit margins of poles, towers, and components to the
wireless communication market declined in 1999 due to unfavorable
U.S. market conditions early in the year. SG&A spending was
maintained in anticipation of an improvement in market conditions,
which occurred later in the year. Sales of communication poles in
China increased in 1999.

Net interest expense was $7.1 million in 1999, compared with $4.8
million in 1998. The higher interest expense was attributable to higher
average borrowings, which were due mainly to share repurchases.

L I Q U I D I T Y A N D
C A P I TA L R E S O U R C E S

The effective tax rate was 36.9% in 1999, compared with 36.4% in
1998. The higher tax rate in 1999 resulted primarily from decreased
tax benefits on export sales and higher state and local income taxes.

Net earnings in 1999 decreased 4.6% to $26.4 million, while diluted
earnings per share increased 5.9% to $1.08. The percentage
differences in net earnings as compared to earnings per share
are related to the Company’s repurchase of shares in 1999.

Working capital at December 30, 2000 was $145.6 million compared
with $98.6 million at December 25, 1999. The ratio of current assets
to current liabilities was 1.87:1 and 1.81:1 at the end of 2000 and 1999,
respectively.

Available short-term credit facilities through bank lines of credit were
$55.4 million at the end of 2000 compared with $50 million at the end
of 1999. On December 30, 2000, $18.2 million of these credit facilities
were unused.

The Company’s growth has been financed mainly through a combination
of cash provided from operations and debt financing. The Company’s
long-term objective is to maintain long-term debt as a percent of
invested capital below 40%. At the end of 2000, long-term debt as
a percent of invested capital was 43.9% as compared with 33.8% at
the end of 1999. The increased debt level was the result of capital
expenditures, acquisitions and additional working capital needed to
fund the growth of the base business. While this percentage exceeds
the Company’s objective, management determined the related
debt was appropriate to take advantage of opportunities to grow
and improve the Company over the long-term. Cash provided from
operating activities was $11.0 million in 2000 and $63.9 million in 1999.
The reduction in operating cash flow resulted from the growth in
the base business of the Company, which required higher levels of
working capital to support the sales growth.

Under the terms of a 1997 revolving credit agreement with a group of
banks, the Company may borrow up to the equivalent of $100 million
in multiple currencies. This facility is unsecured and any outstanding
principal balance is due on June 30, 2002. The outstanding principal
balance may be paid down at any time without penalty, or additional
funds may be borrowed up to the maximum limit. On December 30,
2000, the outstanding principal balance was $90 million compared
with a balance of $47 million at December 25, 1999. The Company is
in the process of expanding this revolving credit agreement to increase
debt resources.

Under the terms of a 1999 unsecured facility with an insurance
company, the Company may borrow up to $100 million during the first
three years. Each borrowing matures no more than 15 years from
the date of issuance with an average life of no more than 12 years
from the date of issuance. The outstanding principal may be prepaid
at any time subject to applicable yield maintenance provisions.
On December 30, 2000, the outstanding principal balance under the
facility was $95 million.

In 1998, the Board of Directors authorized the repurchase of up to
5.4 million shares of the Company’s common stock. Repurchased
shares are recorded as “Treasury Stock” and result in a reduction
of “Shareholders’ Equity.” When treasury shares are reissued, the
Company uses the last-in, first-out method, and the difference
between the repurchase cost and reissuance price is charged or
credited to “Additional Paid-In Capital.” As of December 30, 2000, and
December 25, 1999, cumulative totals of 4,668,360 and 4,528,360
shares had been purchased for $77.8 million and $75.5 million,
respectively.

Although its long-term debt to total capital exceeds its objective at
the end of 2000, the Company believes cash flows from operations,
available credit facilities and the capital structure now in place will be
adequate for 2001 planned capital expenditures, dividends and other
financial commitments, as well as to take advantage of opportunities
to expand its markets and businesses.

C A P I TA L E X P E N D I T U R E S

In 2000, the Company spent $46.5 million on property, plant and
equipment, an $8.7 million increase from the $37.8 million invested
in 1999. The major expenditures were a new pole manufacturing plant
in Jasper, Tennessee, the completion of the irrigation manufacturing
facility in McCook, Nebraska, an expansion of the current large pole
assembly facility in Valley, Nebraska, the purchase of a manufacturing
facility that was previously leased in Uberaba, Brazil and new
manufacturing equipment for aluminum poles. An additional $63.2
million was spent for the acquisition of four coatings facilities,
a tubing operation, an aluminum pole manufacturing facility and
three investments in operations that are not consolidated in the
financial statements.

R I S K M A N A G E M E N T

Market Risk - The principal market risks affecting the Company
are exposure to interest rates and foreign currency exchange rates.
The Company rarely uses derivative financial instruments to hedge
these exposures, nor does it use derivatives for trading purposes.

Interest Rates - The Company manages interest expense using a mix
of fixed, floating and variable rate debt. Assuming average interest
rates and borrowings on variable rate debt, a hypothetical 10 %
change in interest rates would have an impact on interest expense of
$859,000 in 2000 and $563,000 in 1999.

Foreign Exchange - Exposure to transactions denominated in a
currency other than the entity's functional currency are not material,
and therefore the potential exchange losses in future earnings, fair
value and cash flows from these transactions are immaterial.

The Company manages its investment risk in foreign operations
by borrowing in the functional currencies of the foreign entities.
The following table indicates the change in the recorded value of the
Company's investment at year-end assuming a hypothetical 10%
change in the value of the U.S. Dollar.

[ I N T H O U S A N D S ]

Europe
South America
Asia
South Africa

2000

$ 2,555
672
532
308

1999

$ 2,489
728
295
341

O U T L O O K F O R 2 0 0 1

The Irrigation segment is experiencing some slowness in the North
American marketplace. High energy prices have increased input prices
for farmers, such as fuel and fertilizer, and planting decisions are
uncertain at this time. In addition, a new U.S. administration creates
uncertainty as to farm policy. With these variables in the marketplace,
farmers may delay capital investment decisions, which could impact
the sales of irrigation equipment in North America. The Company
currently expects another strong year in the international irrigation
business, where our strategy of local representation and manufacturing
in key markets gives us a strong presence in the global marketplace
and helps us compete effectively in these markets, even when
the U.S. dollar is strong. The McCook, Nebraska, plant is expected to
deliver the cost reductions and responsiveness to customer needs
that we have planned. Longer term, the Company expects global food
production to increase due to a growing world population and improving
diets. To meet this need for increased food production, greater farm
efficiency tools and investments in water conservation and water
re-use techniques must take place. The Company's mechanized
irrigation equipment conserves water and enhances farming efficiency,
helping to meet these needs.

In the Infrastructure segment, backlogs for domestic lighting, traffic,
utility and communication products are at good levels. We expect
these businesses to be strong in 2001. Profitability in the infrastructure
segment is expected to increase due to ongoing cost reduction and
productivity activities and increased sales volumes. Energy prices and
availability could affect our businesses (especially our coatings
operations) and our customer’s businesses as well, creating uncertainty
for the overall U.S. economy in 2001. The long-term drivers in our
infrastructure businesses are positive. Lighting and traffic structures
help provide safety to businesses and residential neighborhoods.
To meet the increasing need for electricity worldwide, more electrical
generating capacity will need to be built. This increased generating
capacity will require more transmission and distribution poles and
structures to bring the electricity to users. The growing demand for
wireless communication should result in increased sales of towers,
poles and components. Demand to extend the life of infrastructure
products should drive application of galvanizing, powder coatings and
anodizing applications. Because of these trends, the Company
remains positive on the outlook for its businesses.

MANAGEMENT’S DISCUSSION AND ANALYSIS, AND OTHER SECTIONS OF THIS ANNUAL REPORT, CONTAIN

FORWARD LOOKING STATEMENTS THAT REFLECT MANAGEMENT’S CURRENT VIEW AND ESTIMATES OF

FUTURE ECONOMIC AND MARKET CIRCUMSTANCES, INDUSTRY CONDITIONS, COMPANY PERFORMANCE AND

FINANCIAL RESULTS. THE STATEMENTS ARE BASED ON MANY ASSUMPTIONS AND FACTORS INCLUDING

OPERATING EFFICIENCIES, AVAILABILITY AND PRICE OF RAW MATERIALS, AVAILABILITY AND MARKET

ACCEPTANCE OF NEW PRODUCTS, PRODUCT PRICING, DOMESTIC AND INTERNATIONAL COMPETITIVE

ENVIRONMENTS, ACTIONS AND POLICY CHANGES OF DOMESTIC AND INTERNATIONAL GOVERNMENTS, AND

OTHER RISKS DESCRIBED FROM TIME TO TIME IN VALMONT’S REPORTS TO THE SECURITIES AND EXCHANGE

COMMISSION. ANY CHANGES IN SUCH ASSUMPTIONS OR FACTORS COULD PRODUCE SIGNIFICANTLY

DIFFERENT RESULTS.

$588

$407 $419

total assets

$ in millions

$46.5

$37.8

$29.7

capital
expenditures

$ in millions

2 0 0 0 s e l e c t e d 11 - y e a r f i n a n c i a l d a t a

[ D O L L A R S I N M I L L I O N S , E X C E P T P E R S H A R E A M O U N T S ]

o p e r a t i n g d a t a

Net sales
Earnings (loss) from continuing operations
Earnings from discontinued operations
Cumulative effect of accounting change
Net earnings (loss)
Depreciation and amortization
Capital expenditures

p e r s h a r e d a t a

Earnings (loss):

Basic
Diluted
Cash dividends
Shareholders’ equity

f i n a n c i a l p o s i t i o n

Working capital
Property, plant and equipment, net
Total assets
Long-term debt, including current installments
Shareholders’ equity
Invested capital

k e y f i n a n c i a l m e a s u r e s
Return on beginning shareholders’ equity
Return on invested capital
Long-term debt as a percent of invested capital

y e a r - e n d d a t a
Shares outstanding (000)
Approximate number of shareholders
Number of employees

PER SHARE AMOUNTS AND NUMBER OF SHARES REFLECT
THE TWO-FOR-ONE STOCK SPLIT IN 1997.

IN 2000, 1999, AND 1998 FREIGHT COSTS HAVE BEEN
RECLASSIFIED FROM A REDUCTION OF NET SALES TO COST
OF GOODS SOLD.

$
$

2000

846,129
30,400
—
—
30,400
30,270
46,456

1.31
1.28
0.26
8.23

145,575
208,272
588,164
205,472
191,911
467,638

17.8%
10.9%
43.9%

23,320
5,500
5,503

1999

1998

1997

$
$

639,869
26,367
—
—
26,367
21,949
37,783

1.09
1.08
0.26
7.30

98,588
173,920
419,335
108,622
170,488
321,096

15.0%
9.8%
33.8%

23,354
5,500
3,948

$
$

630,858
27,636
—
—
27,636
19,843
29,667

1.04
1.02
0.25
7.12

99,466
157,447
406,957
96,218
175,913
317,708

13.3%
10.3%
30.3%

24,721
5,500
3,869

$
$

622,506
37,544
—
—
37,544
16,437
39,115

1.36
1.33
0.22
7.49

94,416
140,834
368,052
28,060
207,102
270,400

21.4%
15.4%
10.4%

27,641
5,400
3,751

1996

1995

1994

1993

1992

1991

1990

$
$

644,531
21,248
—
—
21,248
14,832
35,559

0.78
0.76
0.19
6.41

81,403
120,579
341,648
29,573
175,231
243,905

13.3%
10.3%
12.1%

27,330
4,400
4,868

$
$

544,642
24,759
—
—
24,759
12,361
34,772

0.92
0.90
0.15
5.87

80,993
113,532
308,710
36,687
159,256
215,318

18.0%
13.0%
17.0%

27,120
3,900
4,166

$
$

501,740
18,887
—
––
18,887
11,018
23,535

0.70
0.69
0.15
5.10

88,278
89,201
283,443
43,242
137,582
197,591

15.5%
10.7%
21.9%

26,990
3,800
3,946

$
$

464,274
7,551
4,637
(4,910)
7,278
10,907
17,089

0.27
0.27
0.15
4.52

87,793
75,501
261,275
44,076
121,841
180,961

6.1%
5.6%
24.4%

26,972
3,800
4,152

$
$

445,481
11,671
3,564
—
15,235
12,585
8,353

0.57
0.56
0.13
4.43

68,551
78,150
286,076
69,735
118,428
200,501

14.1%
7.4%
34.8%

26,750
3,500
4,532

$
$

446,543
(8,822)
2,134
—
(6,688)
11,285
11,539

(0.25)
(0.25)
0.13
4.06

69,143
84,144
291,041
81,698
108,142
205,618

(5.7%)
(1.9%)
39.7%

26,620
3,500
4,478

$
$

461,789
11,373
5,474
—
16,847
9,887
20,607

0.63
0.63
0.13
4.42

66,302
81,675
291,163
63,003
117,200
191,255

16.2%
9.5%
32.9%

26,494
2,800
4,524

c o n s o l i d a t e d s t a t e m e n t s o f o p e r a t i o n s

Three-year period ended December 30, 2000

[ D O L L A R S I N T H O U S A N D S , E X C E P T P E R S H A R E A M O U N T S ]

Net sales
Cost of sales

Gross profit

Selling, general and administrative expenses

Operating income
Other income (deductions):

Interest expense
Interest income
Miscellaneous

Earnings before income taxes
and minority interest

Income tax expense (benefit):

Current
Deferred

Earnings before minority interest

Minority interest (after tax)
Net Earnings
Earnings per share:

Basic
Diluted

Cash dividends per share

2000
846,129
634,246
211,883
144,627
67,256

(17,396)
1,376
(1,615)
(17,635)

1999

639,869
467,123
172,746
122,570
50,176

(8,052)
913
(246)
(7,385)

1998

630,858
478,010
152,848
105,096
47,752

(5,858)
1,012
726
(4,120)

49,621

42,791

43,632

17,500
500
18,000
31,621
(1,221)
30,400

1.31
1.28
0.26

$
$
$

16,700
(900)
15,800
26,991
(624)
26,367

1.09
1.08
0.26

$
$
$

12,500
3,400
15,900
27,732
(96)
27,636

1.04
1.02
0.25125

$
$
$

c o n s o l i d a t e d b a l a n c e s h e e t s

December 30, 2000 and December 25, 1999

[ D O L L A R S I N T H O U S A N D S , E X C E P T P E R S H A R E A M O U N T S ]

a s s e t s
Current assets:

Cash and cash equivalents
Receivables, less allowance for doubtful

receivables of $3,505 in 2000 and $3,203 in 1999

Inventories
Prepaid expenses
Refundable and deferred income taxes

Total current assets

Property, plant and equipment, at cost

Less accumulated depreciation and amortization

Net property, plant and equipment

Goodwill and other assets
Total assets

l i a b i l i t i e s a n d s h a r e h o l d e r s ’ e q u i t y
Current liabilities:

Current installments of long-term debt
Notes payable to banks
Accounts payable
Accrued expenses
Dividends payable

Total current liabilities

Deferred income taxes
Long-term debt, excluding current installments
Minority interest in consolidated subsidiaries
Other noncurrent liabilities

Shareholders’ equity:

Preferred stock of $1 par value.

Authorized 500,000 shares; none issued

Common stock of $1 par value.

Authorized 75,000,000 shares; issued 27,900,000 shares

Additional paid-in capital
Retained earnings
Accumulated other comprehensive income

Less:

Cost of common shares in treasury-

4,579,894 shares in 2000 (4,545,503 shares in 1999)

Unearned restricted stock

Total shareholders’ equity
Total liabilities and shareholders’ equity

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

2000

1999

23,176

14,936

140,396
130,682
5,814
12,991
313,059
384,686
176,414
208,272
66,833
588,164

3,496
43,462
63,005
56,005
1,516
167,484
15,419
201,976
6,733
4,641

106,844
85,383
4,784
8,086
220,033
326,451
152,531
173,920
25,382
419,335

4,372
18,834
46,753
49,962
1,524
121,445
11,109
104,250
7,302
4,741

—

27,900
471
244,858
(6,948)
266,281

27,900
1,043
220,506
(5,113)
244,336

74,357
13
191,911
588,164

73,808
40
170,488

419,335

n o t e s t o c o n s o l i d a t e d
f i n a n c i a l s t a t e m e n t s

Three-year period ended December 30, 2000

[ D O L L A R S I N T H O U S A N D S , E X C E P T P E R S H A R E A M O U N T S ]

( 1 ) S U M M A R Y O F S I G N I F I C A N T
A C C O U N T I N G P O L I C I E S

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Valmont Industries, Inc. and its wholly and majority-owned subsidiaries
(the Company). Investments in 20% to 50% owned affiliates are
accounted for by the equity method and investments in less than 20%
owned affiliates are accounted for by the cost method. All significant
intercompany items have been eliminated. Certain 1999 and 1998 items
have been reclassified to conform with 2000 presentation.

OPERATIONS

IRRIGATION: This segment consists of the manufacture and
distribution of agricultural irrigation equipment, tubular products
and related parts and services; and

INFRASTRUCTURE: This segment includes the manufacture
and distribution of engineered metal structures and
coating services for the lighting, utility and wireless
communications industries.

FISCAL YEAR
The Company operates on 52/53 week fiscal years with each year
ending on the last Saturday in December. Accordingly, the Company's
fiscal year ended December 30, 2000 consisted of 53 weeks.
The Company’s fiscal years ended December 25, 1999, and December
26, 1998 consisted of 52 weeks.

INVENTORIES
At December 30, 2000, approximately 59% of inventory is valued at
the lower of cost, determined on the last-in, first-out (LIFO) method,
or market. All other inventory is valued at the lower of cost, determined
on the first-in, first-out (FIFO) method or market.

The excess of replacement cost of inventories over the LIFO value
is approximately $8,400 and $9,100 at December 30, 2000 and
December 25, 1999, respectively.

LONG -LIVED ASSETS
Property, plant and equipment are recorded at historical cost.
The Company uses the straight-line method in computing depreciation
and amortization for financial reporting purposes and generally uses
accelerated methods for income tax purposes. The annual provisions
for depreciation and amortization have been computed principally in
accordance with the following ranges of asset lives: buildings 15 to
40 years, machinery and equipment 3 to 12 years, and intangible
assets 3 to 40 years.

An impairment loss is recognized if the carrying amount of an asset
may not be recoverable and exceeds estimated future undiscounted
cash flows of the asset. A recognized impairment loss reduces the
carrying amount of the asset to its fair value.

INCOME TAXES
The Company uses the asset and liability method to calculate deferred
income taxes. Deferred tax assets and liabilities are recognized on
temporary differences between financial statement and tax basis of
assets and liabilities using enacted tax rates. The effect of tax rate
changes on deferred tax assets and liabilities is recognized in income
during the period that includes the enactment date.

FOREIGN CURRENCY TRANSLATIONS
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.
Cumulative translation adjustments are included as a separate
component of accumulated other comprehensive income. These
translation adjustments are the Company’s only component of other
comprehensive income.

USE OF ESTIMATES
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.

REVENUE RECOGNITION
Revenue is generally recognized upon shipment of the product or
delivery of the service to the customer.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (“FASB”)
issued SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. The Statement establishes accounting and
reporting standards for derivative financial instruments. The Statement
requires recognition of derivatives in the statement of financial
position, to be measured at fair value. Gains or losses resulting from
changes in the value of derivatives are accounted for depending on
the intended use of the derivative and whether it qualifies for hedge
accounting. This Statement becomes effective for the Company's
financial statements beginning in 2001. Due to the Company's limited
use of derivative financial instruments, adoption of Statement No. 133
is not expected to have a significant effect on the Company's
consolidated results of operations, financial position, or cash flows.

( 2 ) C A S H F L O W S U P P L E M E N TA R Y

( 5 ) I N C O M E TAX E S

I N F O R M AT I O N

The Company considers all highly liquid temporary cash investments
purchased with a 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) were as follows:

Interest
Income taxes

2000

$ 16,020
18,560

1999

$ 7,596
9,718

1998

$ 5,747
11,223

( 3 ) P R O P E R T Y, P L A N T A N D

E Q U I P M E N T

Property, plant and equipment, at cost, consists of the following:

Land and improvements
Buildings and improvements
Machinery and equipment
Transportation equipment
Office furniture and equipment
Construction in progress

2000
20,068
96,796
194,539
6,023
38,211
29,049
$ 384,686

1999
13,410
72,215
168,750
5,090
33,597
33,389
$ 326,451

The Company leases certain facilities, machinery, computer equipment
and transportation equipment under operating leases with unexpired
terms ranging from one to twelve years. Rental expense for operating
leases amounted to $11,301, $8,855 and $5,807 for fiscal 2000, 1999
and 1998, respectively.

Minimum lease payments under operating leases expiring subsequent
to December 30, 2000 are:

Fiscal year ending

2001
2002
2003
2004
2005
Subsequent
Total minimum lease payments

7,719
6,636
6,306
3,631
2,719
8,221
35,232

( 4 ) B A N K C R E D I T A R RA N G E M E N T S

The Company maintains various lines of credit for short-term borrowings
totaling $55,367. The interest rates charged on these lines of credit
vary in relation to the banks' costs of funds. The unused borrowings
under the lines of credit were $18,181 at December 30, 2000.
The lines of credit can be modified at any time at the option of the
banks. The Company pays facility fees of 1/8 of 1% in connection with
$10,000 of its lines of credit, and pays no fees in connection with
the remaining lines of credit. In addition to the lines of credit, some of
the Company’s operations maintain other short-term bank loans.
The weighted average interest rate on short-term borrowings was
6.5% at December 30, 2000 and 5.5% at December 25, 1999.

Income tax expense (benefit) consists of:

Current:

Federal
State
Foreign

Deferred:

Federal
State
Foreign

2000

1999

1998

$ 12,961
1,274
3,265
$ 17,500

$ 11,989
927
3,784
$ 16,700

9,498
914
2,088
$ 12,500

1,424
75
(999)
500
$ 18,000

(168)
(29)
(703)
(900)
$ 15,800

2,224
176
1,000
3,400
$ 15,900

The reconciliations of the statutory Federal income tax rate and the
effective tax rate follows:

2000

1999

1998

Statutory Federal

income tax rate
State income taxes,

35.0%

net of Federal benefit

2.6%

2.2%

1.8%

Carryforwards,

loss and credit
Other

(2.4%)
1.1%
36.3%

(0.7%)
0.4%
36.9%

(1.4%)
1.0%
36.4%

Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes, and (b) operating loss and tax credit carryforwards. The tax
effects of significant items comprising the Company’s net deferred
income tax liabilities are as follows:

2000

1999

Deferred income tax assets:
Accrued expenses
and allowances
Operating loss and
tax credit carryforwards
Inventory capitalization

Gross deferred income
tax assets
Valuation allowance

Net deferred income tax assets

17,523

13,726

1,580
2,025

99
1,226

21,128
(900)
20,228

15,051
––
15,051

Deferred income tax liabilities:

Property, plant and equipment
Lease transactions
Other liabilities

Total deferred income tax liabilities
Net deferred income tax liabilities

12,763
3,673
7,314
23,750
3,522

9,999
2,646
5,428
18,073
3,022

At December 25, 1999, and at December 30, 2000, management of
the Company reviewed recent operating results and projected future
operating results. The Company’s belief that realization of its net
deferred tax assets is more likely than not is based on, among other
factors, changes in operations that have occurred in recent years,
as well as available tax planning strategies. If the Company is unable
to generate sufficient taxable income in the future through operating
results, increases in the valuation allowance may be required
through a charge to income. The currency translation adjustments in
accumulated other comprehensive income are not adjusted for income
taxes as they relate to indefinite investments in non-US subsidiaries.

( 6 ) L O N G -T E R M D E B T

The lending agreements place certain restrictions on working capital,
capital expenditures, payment of dividends, purchase of Company
stock and additional borrowings. Under the most restrictive covenants
of the agreements, the Company may purchase 700,000 shares of
the remaining 5.4 million shares of Company stock authorized for
repurchase by the Board of Directors in 1998 and in addition make
payments of cash dividends and purchases of the Company’s capital
stock of $12,000 in any fiscal year. The Company has received
required waivers as to certain covenants in its debt agreements as of
December 30, 2000.

The minimum aggregate maturities of long-term debt for each of the
four years following 2001 are: $102,086, $11,563, $15,279 and $13,150.

2000

1999

( 7 ) S T O C K P L A N S

9.40% to 12.77% promissory
notes, unsecured (a)
7.49% to 8.08% promissory
notes, unsecured (b)
Revolving credit agreement(c)
IDR bonds (d)
3.0% to 9.25% notes

Total long-term debt
Less current installments
of long-term debt
Long-term debt, excluding
current installments

2,250

5,750

95,000
90,500
8,500
9,222
205,472

50,000
47,448
––
5,424
108,622

3,496

4,372

$ 201,976

$ 104,250

(a) The unsecured promissory notes payable are due in varying
annual principal installments through 2001. The notes are
subject to prepayment in whole or in part with or without
premium as specified in the agreement.

(b) The unsecured promissory notes are advances under a
facility of $100,000. These notes payable are due in varying
annual principal installments through 2012. The notes are
subject to prepayment in whole or in part with or without
premium as specified in the agreement.

(c) The revolving credit agreement is an unsecured facility with a
group of banks for a maximum of $100,000. The facility has a
termination date of June 30, 2002. The funds borrowed may be
repaid at any time without penalty, or additional funds may be
borrowed up to the facility limit. The Company may choose from
the following three interest rate alternatives: the higher of prime
rate or Federal Funds Rate plus 0.5%, the applicable Eurodollar
rate plus a leverage ratio-based spread (which at December 30,
2000 was 0.375%) or up to $50,000 at a rate determined
through a competitive bid process. The effective interest rate
at December 30, 2000 was 7.28% and at December 25,1999
was 5.98%.

(d) The Industrial Development Revenue Bonds were issued
to finance the construction of a manufacturing facility in Jasper,
Tennessee. Variable interest is payable until final maturity
June 1, 2025. The effective interest rate at December 30, 2000
was 5.05%.

The Company maintains stock-based compensation plans approved
by the shareholders, which provide that the Compensation Committee
of the Board of Directors may grant incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock awards and
bonuses of common stock. At December 30, 2000, 943,000 shares
of common stock remained available for issuance under the plans.
Shares and options issued and available are subject to changes in
capitalization.

Under the plans, the exercise price of each option equals the market
price at the time of the grant. Options vest beginning on the first
anniversary of the grant in equal amounts over three to six years or on
the fifth anniversary of the grant. Expiration of grants is from six to ten
years from the date of grant.

The Company applies APB Opinion 25 in accounting for its fixed stock
compensation plans. Accordingly, no compensation cost has been
recognized for the fixed plans in 1998, 1999 or 2000. Had compensation
cost been determined on the basis of fair value pursuant to Statement
of Financial Accounting Standards No.123, net earnings and earnings
per share would have been reduced as follows:

Net earnings

As reported
Pro forma
Earnings per share

As reported: Basic

Pro forma:

Diluted
Basic
Diluted

2000

1999

1998

$ 30,400 $ 26,367 $ 27,636
$ 27,939 $ 24,441 $ 25,969

$
$
$
$

1.31 $
1.28 $
1.20 $
1.18 $

1.09 $
1.08 $
1.01 $
1.00 $

1.04
1.02
0.98
0.96

The fair value of each option grant commencing with grants made in
1996 was estimated as of the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions
used for grants in 2000, 1999 and 1998:

Expected volatility
Risk-free interest rate
Expected life from
vesting date

Dividend yield

2000

46%
4.81%

2.6 yrs.
1.46%

1999

41%
6.43%

2.6 yrs.
1.36%

1998

35%
4.71%

2.6 yrs.
1.15%

Following is a summary of the activity of the stock plans during 1998,
1999 and 2000:

Following is a summary of the activity of the status of stock options
outstanding at December 30, 2000:

Outstanding at

December 27, 1997

Granted
Exercised
Forfeited
Outstanding at

December 26, 1998
Options exercisable at
December 26, 1998

Weighted average fair value of
options granted during 1998

Outstanding at

December 26, 1998

Granted
Exercised
Forfeited
Outstanding at

December 25, 1999
Options exercisable at
December 25, 1999

Weighted average fair value of
options granted during 1999

Outstanding at

December 25, 1999

Granted
Exercised
Forfeited
Outstanding at

December 30, 2000
Options exercisable at
December 30, 2000

Weighted average fair value of

options granted during 2000

Weighted
Average
Exercise
Price

13.96
17.09
8.57
19.27

15.52

13.35

Number
of Shares

1,924,662
712,687
(339,241)
(118,012)

2,180,096

1,034,491

OUTSTANDING AND EXERCISABLE BY PRICE RANGE

OPTIONS OUTSTANDING

OPTIONS EXERCISABLE

WEIGHTED

AVERAGE

WEIGHTED

REMAINING

AVERAGE

CONTRACTUAL

EXERCISE

WEIGHTED

AVERAGE

EXERCISE

PRICE RANGE

NUMBER

LIFE

PRICE

NUMBER

PRICE

$ 6.00-15.88

1,100,307

5.86 Years $ 12.74

771,365 $ 11.95

16.00-17.38

786,239

8.62 Years

17.41-19.97

841,930

8.20 Years

20.00-23.00

396,870

6.30 Years

16.73

19.49

21.72

3,125,346

16.57

19.06

21.78

230,172

168,849

365,877

1,536,263

5.58

( 8 ) E A R N I N G S P E R S H A R E

Weighted
Average
Exercise
Price

15.52
16.37
9.89
19.09

15.93

14.91

Number
of Shares

2,180,096
870,047
(96,181)
(22,046)

2,931,916

1,348,234

6.48

Weighted
Average
Exercise
Price

15.93
19.44
11.52
18.04

16.70

15.76

Number
of Shares

2,931,916
620,376
(175,536)
(251,410)

3,125,346

1,536,263

7.54

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

Dilutive
Effect
of Stock
Options

Diluted
EPS

— $ 27,636
27,103
498
1.02
— $

— $ 26,367
24,413
255
1.08
— $

— $ 30,400
23,774
498
1.28
— $

Basic EPS

$ 27,636
26,605
1.04

$ 26,367
24,158
1.09

$ 30,400
23,276
1.31

1998:

Net earnings
Shares outstanding
Per share amount

1999:

Net earnings
Shares outstanding
Per share amount

2000:

Net earnings
Shares outstanding
Per share amount

( 9 ) T R E A S U R Y S T O C K

During 1998, the Board of Directors authorized management to
repurchase up to 5.4 million shares of the Company’s common stock.
Repurchased shares are recorded as “Treasury Stock” and result in
a reduction of “Shareholders’ Equity.” When treasury shares are
reissued, the Company uses the last-in, first-out method, and the
difference between the repurchase cost and reissuance price is
charged or credited to “Additional Paid-In Capital.” As of December 30,
2000, a total of 4.7 million shares had been purchased for $77,787
including 140,000 shares purchased during 2000 at a cost of $2,322.

( 1 0 ) E M P L OY E E R E T I R E M E N T

SAV I N G S P L A N S

Established under Internal Revenue Code Section 401(k), the Valmont
employee Retirement Savings Plan is available to all eligible employees.
Participants can elect to contribute up to 15% of annual pay, on a
pretax and/or after-tax basis. The Company may also make basic,
matching and/or supplemental contributions to the Plan. In addition,
the Company has a defined contribution plan covering the employees

of Microflect; contributions under this plan are based primarily on the
performance of the business unit and employee compensation.
The 2000, 1999 and 1998 Company contributions to these plans
amounted to approximately $6,300, $5,100 and $3,900, respectively.

(11)RESEAR CH AND DEVEL OPMENT

Research and development costs are charged to operations in the year
incurred. Research and development expenses were approximately
$4,400 in 2000, $2,500 in 1999, and $3,300 in 1998.

( 12 ) D I S C L O S U R E S A B O U T T H E

FA I R VA LU E O F F I N A N C I A L
I N S T R U M E N T S

The carrying amount of cash and cash equivalents, receivables,
accounts payable, notes payable to banks and accrued expenses
approximate fair value because of the short maturity of these
instruments. The fair values of each of the Company's long-term debt
instruments are based on the amount of future cash flows associated
with each instrument discounted using the Company's current
borrowing rate for similar debt instruments of comparable maturity.
The fair value estimates are made at a specific point in time and the
underlying assumptions are subject to change based on market
conditions. At December 30, 2000, the carrying amount of the
Company's long-term debt was $205,472 with an estimated fair value
of approximately $206,664. At December 30, 2000, the Company
had one derivative financial instrument which was a foreign currency
option entered into by a foreign subsidiary related to a sales order
denominated in U.S. dollars. The notional amount on the option was
$2.4 million.

( 1 3 ) S T O C K H O L D E R S ’ R I G H T P L A N

Each share of common stock carries with it one half preferred stock
purchase right ("Right"). The Right becomes exercisable ten days after
a person (other than Robert B. Daugherty and his related persons and
entities) acquires or commences a tender offer for 15% or more of the
Company's common stock. Each Right entitles the holder to purchase
one one-thousandth of a share of a new series of preferred stock at
an exercise price of $100, subject to adjustment. The Right expires on
December 19, 2005 and may be redeemed at the option of the
Company at $.01 per Right, subject to adjustment. Under certain
circumstances, if (i) any person becomes an Acquiring Person or
(ii) the Company is acquired in a merger or other business combination,
each holder of a Right (other than the Acquiring Person) will have the
right to receive, upon exercise of the Right, shares of common stock
(of the Company under (i) and of the acquiring company under (ii)) having
a value of twice the exercise price of the Right.

( 1 4 ) A C Q U I S I T I O N S A N D
D I V E S T I T U R E

During 2000 the Company’s Irrigation segment invested $10.3 million
cash in a tubing business in Nebraska; a majority ownership in an
irrigation products distribution joint venture located in China; and in
minority positions in an irrigation dealership located in Kansas and an
irrigation products distribution operation in Argentina. Also in 2000,
the Infrastructure segment invested $52.9 million in coatings facilities
located in Illinois, Minnesota, California and Iowa; an aluminum pole

manufacturer in Minnesota; and a minority interest in a joint venture
in Mexico. The excess of purchase price over fair value of net assets
acquired in 2000 was $33 million.

During 1999 the Company's Irrigation segment invested $2.9 million
cash in two irrigation retail outlets. The excess of purchase price over
fair value of the net assets acquired has been recorded as goodwill
and is being amortized over the estimated useful life. During March
of 1999, the Company sold an investment in an irrigation-related
business for $8.3 million and realized a gain of $2.8 million.

During 1998 the Company's Coatings division acquired the operating
assets of four separate galvanizing facilities in Oklahoma, California,
Oregon and Utah. The excess of purchase price over the estimated
fair values of the net assets acquired has been recorded as goodwill
and is being amortized over estimated useful lives. In November 1998,
the Company acquired the outstanding shares of Cascade Earth
Sciences, Ltd., a firm providing consulting services for environmental
and wastewater management projects with headquarters in Oregon.

All acquisitions have been accounted for under the purchase method,
and the excess of purchase price over net assets acquired is being
amortized on a straight-line basis with lives ranging from 10-40 years.
The results of operations of the acquired businesses are included in
the consolidated financial statements from the dates of acquisition.

( 1 5 ) B U S I N E S S S E G M E N T S

The Company has aggregated its businesses into two reportable
segments:

IRRIGATION: This segment consists of the manufacture
and distribution of agricultural irrigation equipment, tubular
products and related parts and services; and

INFRASTRUCTURE: This segment includes the manufacture
and distribution of engineered metal structures and coating
services for the lighting, utility and wireless communications
industries.

In addition to these two reportable segments, the Company has other
businesses that individually are not more than 10% of consolidated sales.

The accounting policies of the reportable segments are the same as
those described in Note 1. 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.
All Corporate expenses and assets are allocated to the business
segments. Intersegment sales prices are both cost and market based.

Included in Selling, General and Administrative Expenses in 1999 is a
charge of $1,915 to write-down assets of a French communication
tower facility to fair value and to provide for other related costs including
employee severance. Management determined that this charge was
appropriate after reviewing the decline in the European communication
tower market and the operating performance of this facility.

B U S I N E S S S E G M E N T I N F O R M AT I O N
[DOLLARS IN THOUSANDS]
summary of business segment
s a l e s :

Irrigation
Infrastructure
Other

i n t e r s e g m e n t s a l e s :

n e t s a l e s :

o p e rat i n g i n c o m e :

Total
Irrigation
Infrastructure
Other

Total
Irrigation
Gain on sale of investment

Total Irrigation

Infrastructure
Impairment charge

Total Infrastructure

Other

Total

Interest expense, net
Miscellaneous

Earnings before income taxes
and minority interest

t o ta l a ss e t s :

capital expenditures:

depreciation and
amortization :

Irrigation
Infrastructure
Other

Total

Irrigation
Infrastructure
Other

Total

Irrigation
Infrastructure
Other

Total

$
$

summary by geographical area by location of valmont facilities:
n e t s a l e s :

United States
France
Other

o p e rat i n g i n c o m e :

l o n g - l i v e d a ss e t s :

Total
United States
France
Other

Total

$
$

2000
337,939
503,850
27,130
868,919
11,078
7,144
4,568
22,790
326,861
496,706
22,562
846,129
28,797
––
28,797
37,424
––
37,424
1,035
67,256
(16,020)
(1,615)

49,621
204,589
370,983
12,592
588,164
14,940
31,380
136
46,456

11,063
18,466
741
30,270

2000
689,353
55,379
101,397
846,129
56,648
3,279
7,329
67,256
246,413
13,443
15,249
275,105

$
$

1999

260,973
363,821
28,719
653,513
3,433
7,587
2,624
13,644
257,540
356,234
26,095
639,869
25,906
2,823
28,729
22,418
(1,915)
20,503
944
50,176
(7,139)
(246)

42,791
150,300
254,606
14,429
419,335
23,897
13,192
694
37,783

6,876
14,375
698
21,949
1999

502,545
56,580
80,744
639,869
41,630
1,066
7,480
50,176
167,081
14,724
17,497
199,302

$
$

1998

262,112
341,724
37,679
641,515
—
9,243
1,414
10,657
262,112
332,481
36,265
630,858
31,579
—
31,579
14,256
—
14,256
1,917
47,752
(4,846)
726

43,632
132,654
255,122
19,181
406,957
16,652
10,344
2,671
29,667

5,295
13,791
757
19,843
1998

502,695
62,312
65,851
630,858
42,398
505
4,849
47,752
152,275
17,729
17,007
187,011

NO SINGLE CUSTOMER ACCOUNTED FOR MORE THAN 10% OF NET SALES IN 2000, 1999 OR 1998. NET SALES BY GEOGRAPHICAL AREA
ARE BASED ON THE LOCATION OF THE FACILITY PRODUCING THE SALES.

OPERATING INCOME BY BUSINESS SEGMENT AND GEOGRAPHICAL AREAS ARE BASED ON NET SALES LESS IDENTIFIABLE OPERATING
EXPENSES AND ALLOCATIONS.

LONG -LIVED ASSETS CONSIST OF PROPERTY, PLANT AND EQUIPMENT, NET OF DEPRECIATION, GOODWILL AND OTHER ASSETS.
LONG-LIVED ASSETS BY GEOGRAPHICAL AREA ARE BASED ON LOCATION OF FACILITIES.

2000

First
Second
Third
Fourth
Year

1999

First
Second
Third
Fourth
Year

1998

First
Second
Third
Fourth
Year

q u a r t e r l y f i n a n c i a l d a t a ( u n a u d i t e d )

[ D O L L A R S I N T H O U S A N D S , E X C E P T P E R S H A R E A M O U N T S ]

Net Earnings

Net
Sales

Gross
Profit

Per Share

Stock Price

Amount

Basic

Diluted

High

Low

Dividends
Declared

$ 196,838 $ 49,901 $

7,529
9,065
6,885
6,921
$ 846,129 $ 211,883 $ 30,400

224,876
201,676
222,739

57,241
51,075
53,666

$ 160,729 $ 40,398 $

5,761
6,902
5,692
8,012
$ 639,869 $ 172,746 $ 26,367

169,457
144,766
164,917

43,594
40,003
48,751

$ 167,150 $ 43,069 $

9,645
7,450
4,678
5,863
$ 630,858 $ 152,848 $ 27,636

159,216
147,050
157,442

38,239
34,906
36,634

$ 0.32
0.39
0.30
0.30
$ 1.31

$ 0.23
0.28
0.24
0.34
$ 1.09

$ 0.35
0.27
0.18
0.23
$ 1.04

$ 0.32
0.38
0.29
0.29
$ 1.28

$ 0.23
0.28
0.23
0.33
$ 1.08

$ 0.34
0.26
0.18
0.23
$ 1.02

$ 20.25
20.00
21.69
21.69
$ 21.69

$ 14.75
18.25
17.25
17.88
$ 18.25

$ 24.63
25.00
20.50
16.19
$ 25.00

$ 14.50 $ 0.06500
0.06500
0.06500
0.06500
$ 13.88 $ 0.26000

15.94
17.13
13.88

$ 11.25 $ 0.06500
0.06500
0.06500
0.06500
$ 11.25 $ 0.26000

13.31
14.75
13.13

$ 17.63 $ 0.05625
0.06500
0.06500
0.06500
$ 12.25 $ 0.25125

15.75
13.25
12.25

EARNINGS PER SHARE ARE COMPUTED INDEPENDENTLY FOR EACH OF THE QUARTERS. THEREFORE, THE SUM OF THE QUARTERLY EARN-
INGS PER SHARE MAY NOT EQUAL THE TOTAL FOR THE YEAR.

i n d e p e n d e n t a u d i t o r s ’ r e p o r t

t o t h e b o a r d o f d i r e c t o r s a n d s h a r e h o l d e r s o f
v a l m o n t i n d u s t r i e s , i n c . v a l l e y , n e b r a s k a

We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries as of December 30, 2000
and December 25, 1999, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended December 30, 2000. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Valmont Industries,
Inc. and subsidiaries as of December 30, 2000 and December 25, 1999, and the results of their operations and their cash flows for each
of the three years in the period ended December 30, 2000 in conformity with accounting principles generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 27, 2001

r e p o r t o f m a n a g e m e n t

The consolidated financial statements of Valmont Industries, Inc. and subsidiaries and the other information contained in the Annual Report
were prepared by and are the responsibility of management. The statements have been prepared in accordance with generally accepted
accounting principles and necessarily include amounts based on management’s best estimates and judgements.

In fulfilling its responsibilities, management relies on a system of internal controls which provide reasonable assurance that the financial
records are reliable for preparing financial statements and maintaining accountability of assets. Internal controls are designed to reduce the
risk that material errors or irregularities in the financial statements may occur and not be timely detected. These systems are augmented by
written policies, careful selection and training of qualified personnel, an organizational structure providing for the division of responsibilities and
a program of financial, operational and systems audits. The Company also has a business ethics policy which requires employees to maintain
high ethical standards in the conduct of Company business.

The Audit Committee, composed of non-employee directors, is responsible for recommending to the Board of Directors, subject
to ratification of shareholders, the independent accounting firm to be retained each year. The Audit Committee meets regularly,
and when appropriate separately, with the independent certified public accountants, management and the internal auditors to review
company performance. The independent certified public accountants, internal auditors, and the Audit Committee have unrestricted access to
each other in the discharge of their responsibilities.

MOGENS C. BAY
Chairman and Chief Executive Officer

TERRY J. McCLAIN
Senior Vice President and Chief Financial Officer

i n f r a s t r u c t u r e

o f f i c e r s a n d m a n a g e m e n t
c o r p o r a t e d i v i s i o n s

corporate and
staff officers

Mogens C. Bay
Chairman and
Chief Executive Officer

Terry J. McClain
Senior Vice President and
Chief Financial Officer

E. Robert Meaney
Senior Vice President
International

Ann F. Ashford
Vice President
Human Resources

Jill A. Daily
Vice President
Procurement

Thomas P. Egan, Jr.
Vice President
Corporate Counsel
and Secretary

Mark C. Jaksich
Vice President
Corporate Controller

Mark E. Treinen
Vice President
Business Development

poles division

irrigation division

Thomas D. Spears
President

Duane Bier
Vice President
Operations

Terry Rahe
President
Cascade Earth Sciences

Dennis E. Schwieger
Vice President
Global Sales

coatings
division

Jeffrey Briggs
President

Richard S. Cornish
Vice President
Operations

communication
division

Joseph M. Goecke
President

Sean Gallagher
Vice President
Sales and Marketing

James L. Snyder
Vice President
Components Group

Mark R. Richards
President

Keith A. Huffman
Vice President
Global Operations

Richard M. Sampson
Vice President and
General Manager
Utility Products and Services

Thomas F. Sanderson
Vice President
Global Marketing and
Product Development

Thomas J. Sutko
Vice President and
General Manager
Commercial Lighting and
Transportation Products
and Services

Philippe Guidez
President
Europe/Middle East/Africa

Lionel Brenac
Vice President
Operations
Europe/Middle East/Africa

Klavs Guldager
General Manager
China/Asia/Pacific

industrial
products
division

Leonard M. Adams
Vice President
and General Manager

Market Makers

The following make a market in Valmont Industries, Inc. common stock as of February 2001:
Dain Rauscher Inc., Herzog, Heine, Geduld, Inc., Kirkpatrick Pettis Inc., Knight Securities, L.P.,
Spear, Leeds & Kellogg, Sherwood Securities, Security Investment Company of Kansas City,
Schwab Capital Markets.

Visit Valmont’s Web site: www.valmont.com

Corporate Headquarters
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215 USA
402.963.1000

Independent Public Accountants
Deloitte & Touche LLP
Omaha, Nebraska USA

Legal Counsel
McGrath, North, Mullin & Kratz, P.C.
Omaha, Nebraska USA

Stock Transfer Agent
and Registrar
First National Bank of Omaha
Trust Department
One First National Center
Omaha, Nebraska 68102-1596 USA
402.633.3465

Notices regarding changes of
address and inquiries regarding lost
or stolen certificates and transfers
of stock should be directed to the
transfer agent.

Annual Meeting
The annual meeting of Valmont’s
shareholders will be held at
2:00 p.m. on Thursday, April 26,
2001, at the Joslyn Art Museum
in Omaha, Nebraska USA.

Shareholder and
Investor Relations
Valmont’s common stock trades on
the Nasdaq National Market under
the symbol VALM.

Valmont’s most recent Quarterly
News Releases are available on
the internet at www.valmont.com
under the heading “The Company.”

Valmont maintains an active
investor relations program and
mailing list to keep shareholders
and potential investors informed
about the Company. Comments
and inquiries are welcomed and
should be directed to Investor Relations.

A copy of Valmont’s 2000 Annual
Report on form 10-K may be obtained
by calling or writing Investor
Relations:

Jeffrey S. Laudin
Investor Relations Department
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215 USA
Phone: 402.963.1000
402.963.1198
Fax:

B O A R D O F D I R E C T O R S

Kenneth Bracht and Doug Kochenderfer,
(in dark shirts) explain to Valmont’s Board
of Directors how the automated materials
handling equipment improves product flow
at the McCook, Nebraska, irrigation facility.

Board Members, from left to right

WALTER SCOTT, JR.
KENNETH E. STINSON
MOGENS C. BAY
BRUCE ROHDE
CHARLES D. PEEBLER, JR.
THOMAS F. MADISON
JOHN E. JONES
ROBERT B. DAUGHERTY

MOGENS C. BAY
Chairman and
Chief Executive Officer
Valmont Industries, Inc.
Director since 1993

ROBERT B. DAUGHERTY
Founder and
Chairman Emeritus
Valmont Industries, Inc.
Director since 1947

JOHN E. JONES
Retired Chairman,
President and
Chief Executive Officer
CBI Industries, Inc.
Director since 1993

THOMAS F. MADISON
President, MLM Partners
Chairman of the Board
Communications Holdings, Inc
Director since 1987

CHARLES D. PEEBLER, JR.
Chairman Emeritus
True North Communications, Inc.
Director since 1999

WALTER SCOTT, JR.
Chairman
Level 3 Communications, Inc.
Director since 1981

KENNETH E. STINSON
Chairman and
Chief Executive Officer
Peter Kiewit Sons, Inc.
Director since 1996

BRUCE ROHDE
Chairman and
Chief Executive Officer
ConAgra Foods, Inc.
Director since 1999

AUDIT COMMITTEE
Walter Scott, Jr., Chairman
John E. Jones
Charles D. Peebler, Jr.

COMPENSATION COMMITTEE
Thomas F. Madison, Chairman
Charles D. Peebler, Jr.

o n e v a l m o n t p l a z a
o m a h a , n e b r a s k a 6 8 1 5 4 - 5 2 1 5

p h o n e 4 0 2 . 9 6 3 . 1 0 0 0

f a x 4 0 2 . 9 6 3 . 1 1 9 8

w w w . v a l m o n t . c o m