exv99w1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The unaudited pro forma condensed combined financial data set forth below gives effect to the acquisition (the Acquisition) of Newmark International, Inc. and Pfleiderer Leasing USA, Inc. (collectively, “Newmark”) on April 16, 2004 by the application of the pro forma adjustments to the historical consolidated financial statements of Valmont Industries, Inc. (“Valmont”). The unaudited pro forma condensed financial data should be read in conjunction with the audited and unaudited historical consolidated financial statements and notes of Valmont and the historical audited combined financial statements and notes of Newmark.

The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition as if it occurred as of December 29, 2002. The unaudited pro forma condensed combined financial data do not purport to represent what Valmont’s results of operations or financial position would have been if the Acquisition had occurred as of the dates indicated or what such results will be for any future periods.

The Acquisition was accounted for as a purchase business combination in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The total purchase price for Newmark was allocated to the net assets based upon preliminary estimates of fair value. The purchase price allocations for the Acquisition are preliminary and further refinements are likely to be made based on the results of final valuations and the resolution of any post-closing purchase price adjustments pursuant to the stock purchase agreement.

The unaudited pro forma adjustments are based upon available information and certain assumptions that Valmont believes are reasonable, which assumptions are described in the accompanying notes.

Unaudited Pro Forma Condensed Combined Statement of Operations
Twenty-Six Weeks Ended June 26, 2004


							Elimination of									Proforma for
				Newmark			Businesses						Adjustment			the Acquisition
	Valmont			International, Inc.			Not			Acquisition			for the			and the
	Industries, Inc.			Combined			Acquired (a)			Adjustments			Refinancing			Financings
(in thousands)
Net sales	$	481,910		$	21,852		$	(2,009	)	$	—		$	—		$	501,753
Cost of goods sold		364,550			17,305			(1,862	)		119	(b)		—			380,112

Gross profit		117,360			4,547			(147	)		(119	)		—			121,641
Impairment loss		—			4,125			(4,125	)		—			—			—
Selling, general and administrative expenses		86,602			2,648			(234	)		490	(b)		—			89,506

Operating income		30,758			(2,226	)		4,212			(609	)		—			32,135
Interest expense		6,465			100			(6	)		—			1,403	(c)		7,962
Interest income		(695	)		—			—			—			—			(695	)
Debt prepayment expenses		9,860			—			—			—			—			9,860
Other expense (income)		260			19			1			—			—			280

Earnings before income taxes		14,868			(2,345	)		4,217			(609	)		(1,403	)		14,728
Income tax expense (benefit)		5,456			(854	)		1,587			(222	) (d)		(512	) (d)		5,455

Earnings before minority interest and equity in earnings (losses) of nonconsolidated subsidiaries		9,412			(1,491	)		2,630			(387	)		(891	)		9,273
Minority interest		(1,173	)		—			—			—			—			(1,173	)
Equity in earnings (losses) of nonconsolidated subsidiaries		74			—			—			—			—			74

Net earnings	$	8,313		$	(1,491	)	$	2,630		$	(387	)	$	(891	)	$	8,174

Earnings per common share:
Basic	$	0.35														$	0.34
Diluted	$	0.34														$	0.33
Weighted average shares outstanding:
Basic		23,856															23,856
Diluted		24,466															24,466

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(a) Reflects the elimination of businesses of Newmark that were not acquired in the Acquisition, including the fiberglass business unit.

(b) Reflects adjustments to record additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (mainly included in costs of sales) and finite-lived intangible assets (included in selling, general and administrative expenses):


Property, plant and equipment	$	142
Finite-lived intangible assets		467

	$	609


Interest on senior subordinated notes	$	5,156
Amortization of deferred financing costs		360
Interest on new term loan		872
Interest on new revolving credit agreement		672
Other interest expense		902
Elimination of actual interest expense		(6,465	)
Elimination of Newmark interest expense		(94	)

	$	1,403

(d) Reflects the tax effect of the pro forma adjustments at an estimated 36.5% tax rate.

(a)		Reflects the elimination of businesses of Newmark that were not acquired in the Acquisition, including the fiberglass business unit.

(b)		Reflects adjustments to record additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (mainly included in costs of sales) and finite-lived intangible assets (included in selling, general and administrative expenses):