8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 19, 2017

Date of report (Date of earliest event reported)

Valmont Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-31429	47-0351813
(Commission File Number)	(IRS Employer Identification No.)
One Valmont Plaza
Omaha, NE	68154
(Address of Principal Executive Offices)	(Zip Code)

(402) 963-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

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

Item 2.02.  Results of Operations and Financial Condition.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Valmont Industries, Inc. issued a press release on July 19, 2017 announcing its financial results for the company’s quarter ended July 1, 2017.  The press release, along with the slide presentation to be used during its earnings call on July 20, 2017,  are furnished with this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release dated July 19, 2017.
99.2	Presentation Slides for Earnings call on July 20, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Valmont Industries, Inc.
Date:  July 19, 2017
	By:	/s/ Mark C. Jaksich
		Name:	Mark C. Jaksich
		Title:	Executive Vice President and
			Chief Financial Officer

3

EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 19, 2017.
99.2	Presentation Slides for Earnings call on July 20, 2017.

4

EX-99.1

Exhibit 99.1

News Release		For Immediate Release
Contact:	Jeff Laudin	July 19, 2017
Phone:	402-963-1158
Fax:	402-963-1198

Valmont Reports Second Quarter 2017 Results

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global provider of engineered products and services for infrastructure development and mechanized irrigation equipment and services for agriculture, today reported second quarter 2017 results.

	Second Quarter						Year to date
	13 Weeks Ended						26 Weeks Ended
Summarized Financial Information	7/1/2017			6/25/2016			7/1/2017			6/25/2016
Net sales	$	712,737		$	640,249		$	1,350,210		$	1,236,854
Operating income	78,290			71,806			142,792			134,171
Operating income as a % of net sales	11.0		%	11.2		%	10.6		%	10.8		%
Net earnings	45,664			42,026			84,643			74,995
Diluted EPS	$	2.01		$	1.85		$	3.73		$	3.29
Average Shares Outstanding - Diluted	22,740			22,749			22,700			22,782

Second Quarter Highlights:

·Revenues increased 11% to $712.7 million, with gains in every segment except Energy & Mining

·Operating income increased largely due to the higher sales. On a segment basis, the Irrigation and Utility Support Structures Segments had the largest improvement over last year

·Diluted earnings per share increased 9% to $2.01

·Reaffirming annual guidance for earnings to be slightly above $7.00 per diluted share

“Substantial increases in Utility Support Structures and Irrigation Segment sales drove second quarter performance,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “Engineered Support Structures and Coatings Segment sales also improved, while Energy and Mining sales declined due to weaker end market demand. Overall, a less favorable sales mix and some lagging recoveries of increased raw material costs resulted in slightly lower operating income as a percent of sales.”

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

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Second Quarter Segment Review

Infrastructure-related

Engineered Support Structures (29% of Sales)

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

Sales of $217.6 million were 7% higher than last year, mainly due to increased intersegment sales to the Utility Support Structures Segment and improved wireless communication product sales in North America.

Lighting sales decreased slightly in North America and Europe, partly offset by higher sales in the Asia-Pacific region.

Operating income was $20.2 million or 9.3% of sales compared to $20.8 million, or 10.2% of sales in 2016. The effect of higher steel costs and higher intersegment sales resulted in margin compression.

Utility Support Structures (25% of Sales)

Steel and concrete structures for the global electric utility industry.

Sales of $184.6 million increased 22% over last year, driven by a combination of volume increases and some pricing tied to higher steel costs. Sales growth remains supported by the ongoing expansion of the North American grid to improve its reliability and capacity. New investments in renewable energy generation also contribute to the need for transmission structures.

Operating income increased to $20.2 million or 10.9% of sales, compared to $17.6 million or 11.6% in 2016. The increase in operating income was due to higher sales. Operating income as a percent of sales declined due to a less favorable product line mix.

Coatings Segment (11% of Sales)

Global galvanizing, painting and anodizing services.

Sales of $79.8 million were 6% higher than last year, mostly due to increased activity in the Asia-Pacific region. North American sales improved, benefitting from the new facility in Texas and increased internal volumes to other segments, which partially offset lower external demand.

Operating income was $12.1 million, or 15.2% of sales, compared to $14.0 million, or 18.6% of sales in 2016. The decrease in operating income resulted from the effect of lower external volumes, and zinc cost increases not fully recovered in sales by pricing, this was partly offset by improved profitability in the Asia-Pacific region.

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Energy and Mining Segment (10% of Sales)

Offshore structures, engineered access systems and grinding media.

Sales of $77.2 million were 4% lower than last year mostly due to lower sales of access systems. Expansion into markets outside of mining and energy helped mitigate the impact of reduced demand from markets exposed to oil and gas, which weakened during the quarter.

Operating income at $3.9 million was 18% higher at 5.1% of sales, compared to $3.3 million or 4.1% of sales last year.

Agriculture-related

Irrigation Segment (25% of Sales)

Agricultural irrigation equipment, parts, services and tubular products.

Sales of $188.3 million rose 24% above last year, with significant increases in both North America and International regions. North American sales increased due to improved demand from markets outside the traditional corn-belt. Additionally, higher equipment operating times drove increased service parts sales. The broad increase in International sales was led by project demand and continued favorable market conditions in Brazil.

Operating income was higher at $34.7 million, or 18.4% of sales compared to $31.0 million, or 20.4% of sales in 2016. The decline in operating income as a percent of sales was due to higher raw material costs only partly offset by leverage of volume, and selling, general and administrative expenses.

Outlook:

“We are reaffirming our annual guidance for earnings to be slightly above $7.00 per diluted share,” said Mr. Bay.

“The Utility market has developed stronger than our earlier expectations and we anticipate good demand for the rest of the year. In Engineered Support Structures, we believe moderating steel costs along with price recovery reinforces expectations for second half improvement. In Coatings, we expect stable demand supported by internal and industrial demand. Our Energy and Mining Segment is challenged by difficult end-market demand, and we expect lower second half comparisons. In Irrigation, our international presence developed over many years will be an important contributor to second-half Irrigation results. For North America, we expect the normal third quarter seasonality, with the fourth quarter dependent on crop prices and farmer sentiment upon completion of the growing season.”

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An audio discussion of Valmont’s second quarter results will be available live by Telephone by dialing 1-877-493-2981 and entering Conference ID#:52421279 or via Webcast at 8:00 a.m. CDT July 20, 2017 at https://engage.vevent.com/rt/valmontindustries_ao~52421279. A replay is available through the above link or by telephone (855) 859-2056 or (404) 537-3406, Conference ID#:52421279 beginning July 20, 2017 at 10:00 a.m. CDT through 12:00 p.m. CDT on July 27, 2017. The Company’s slide presentation for the call will be simultaneously available on the investor relations tab at www.valmont.com under Investor Relations.

Valmont is a global leader, designing and manufacturing highly engineered products that support global infrastructure development and agricultural productivity. Its products for infrastructure serve highway, transportation, wireless communication, electric transmission, and industrial construction and energy markets. Its mechanized irrigation equipment for large-scale agriculture improves farm productivity while conserving fresh water resources. In addition, Valmont provides coatings services that protect against corrosion and improve the service lives of steel and other metal products.

This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which Valmont operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include among other things, risk factors described from time to time in Valmont’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included in this press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(unaudited)

	Second Quarter						Year-to-Date
	13 Weeks Ended						26 Weeks Ended
	1-Jul-17			25-Jun-16			1-Jul-17			25-Jun-16
Net sales	$	712,737		$	640,249		$	1,350,210		$	1,236,854
Cost of sales	529,457			465,132			1,002,325			900,768
Gross profit	183,280			175,117			347,885			336,086
Selling, general and administrative expenses	104,990			103,311			205,093			201,915
Operating income	78,290			71,806			142,792			134,171
Other income (expense)
Interest expense	(10,818		)	(11,122		)	(22,122		)	(22,176		)
Interest income	967			707			1,894			1,518
Other	(32		)	1,252			1,167			(426		)
	(9,883		)	(9,163		)	(19,061		)	(21,084		)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	68,407			62,643			123,731			113,087
Income tax expense	21,085			19,201			36,448			35,474
Net earnings	47,322			43,442			87,283			77,613
Less: Earnings attributable to non-controlling interests	(1,658		)	(1,416		)	(2,640		)	(2,618		)
Net earnings attributable to Valmont Industries, Inc.	$	45,664		$	42,026		$	84,643		$	74,995
Average shares outstanding (000’s) - Basic	22,517			22,602			22,494			22,651
Earnings per share - Basic	$	2.03		$	1.86		$	3.76		$	3.31
Average shares outstanding (000’s) - Diluted	22,740			22,749			22,700			22,782
Earnings per share - Diluted	$	2.01		$	1.85		$	3.73		$	3.29
Cash dividends per share	$	0.375		$	0.375		$	0.750		$	0.750

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

	Second Quarter						Year-to-Date
	13 Weeks Ended						26 Weeks Ended
	1-Jul-17			25-Jun-16			1-Jul-17			25-Jun-16
Net sales
Engineered Support Structures	$	217,581		$	203,916		$	398,139		$	380,887
Utility Support Structures	184,622			151,245			359,234			295,765
Energy and Mining	77,207			80,692			155,179			153,141
Coatings	79,781			75,298			153,249			143,879
Infrastructure products	559,191			511,151			1,065,801			973,672
Irrigation	188,287			152,252			355,511			310,766
Less: Intersegment sales	(34,741		)	(23,154		)	(71,102		)	(47,584		)
Total	$	712,737		$	640,249		$	1,350,210		$	1,236,854
Operating Income
Engineered Support Structures	$	20,244		$	20,817		$	29,457		$	33,292
Utility Support Structures	20,189			17,582			42,897			32,006
Energy and Mining	3,941			3,341			7,778			5,243
Coatings	12,108			14,023			21,514			25,436
Infrastructure products	56,482			55,763			101,646			95,977
Irrigation	34,670			31,013			64,961			59,908
Adjustment to LIFO inventory valuation method	(434		)	(3,153		)	(1,213		)	(1,126		)
Corporate	(12,428		)	(11,817		)	(22,602		)	(20,588		)
Total	$	78,290		$	71,806		$	142,792		$	134,171

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

Engineered Support Structures: This segment consists of the manufacture of engineered structures and components for lighting and traffic, wireless communication, and roadway safety industries.

Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the utility industry.

Energy and Mining: This segment includes the manufacture of access systems applications, forged steel grinding media, and offshore oil, gas and wind energy structures;

Coatings: This segment consists of galvanizing, painting and anodizing services.

Irrigation: This segment consists of the manufacture of agricultural irrigation equipment and related parts and servicesfor agricultural industry and tubular products for industrial customers.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	1-Jul-17		25-Jun-16
ASSETS
Current assets:
Cash and cash equivalents	$	448,222	$	344,346
Accounts receivable, net	496,962		466,749
Inventories	382,648		372,106
Prepaid expenses	43,545		63,650
Refundable and deferred income taxes	4,830		20,441
Total current assets	1,376,207		1,267,292
Property, plant and equipment, net	520,107		526,347
Goodwill and other assets	626,848		602,234
	$	2,523,162	$	2,395,873
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	921	$	889
Notes payable to banks	376		3,735
Accounts payable	193,087		183,126
Accrued expenses	171,191		161,784
Dividend payable	8,472		8,505
Total current liabilities	374,047		358,039
Long-term debt, excluding current installments	754,436		756,543
Other long-term liabilities	292,233		287,120
Shareholders’ equity	1,102,446		994,171
	$	2,523,162	$	2,395,873

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands) and unaudited

	YTD			YTD
	1-Jul-17			25-Jun-16
Cash flows from operating activities
Net Earnings	$	87,283		$	77,613
Depreciation and amortization	41,784			40,804
Change in restricted cash - pension plan	12,568			(13,652		)
Contribution to defined benefit pension plan	(25,379		)	(712		)
Change in working capital	(60,300		)	(33,615		)
Other	12,345			9,484
Net cash flows from operating activities	68,301			79,922
Cash flows from investing activities
Purchase of property, plant, and equipment	(26,183		)	(26,019		)
Other	3,543			219
Net cash flows from investing activities	(22,640		)	(25,800		)
Cash flows from financing activities
Net borrowings on short and long-term agreements	(803		)	1,934
Purchase of treasury shares	—			(28,621		)
Purchase of noncontrolling interest	—			(11,009		)
Dividends paid	(16,913		)	(17,098		)
Other	4,223			2,599
Net cash flows from financing activities	(13,493		)	(52,195		)
Effect of exchange rates on cash and cash equivalents	16,106			(6,655		)
Net change in cash and cash equivalents	48,274			(4,728		)
Cash and cash equivalents - beginning of year	399,948			349,074
Cash and cash equivalents - end of period	$	448,222		$	344,346

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EX-99.2

Exhibit 99.2

2Q 2017 Earnings Call Presentation

2 These slides contain (and the accompanying oral discussion will contain) “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks. uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements. including general economic and business conditions. conditions affecting the industries served by the Company and its subsidiaries. conditions affecting the Company’s customers and suppliers. competitor responses to the Company’s products and services. the overall market acceptance of such products and services. the integration of acquisitions and other factors disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company’s current plans. estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Forward-looking Statement Disclosure

3 Net Sales grew 11% with increases in all segments except Energy and Mining Operating income grew 9% Operating income as a percent of sales of 11.0% in 2017 compared to 11.2% in 2016 Diluted earnings per share increase 8.6% from $1.85 to $2.01 Reconfirm fiscal 2017 earnings guidance of slightly above $7.00 per diluted share2. Second Quarter Highlights Net sales gross of intercompany eliminations. Unless otherwise noted, net sales presented by segment throughout the presentation is net of intercompany eliminations. See 2017 guidance assumption in February 21, 2017 earnings release.

4 NET SALES Dollars in millions except per share amounts 2017 2016 Percent Change Engineered Support Structures $217.6 $203.9 6.7% Utility Support Structures 184.6 151.2 22.1% Coatings 79.8 75.3 5.9% Energy & Mining 77.2 80.7 (4.3)% Irrigation 188.3 152.3 23.6% Intersegment Sales (34.8) (23.2) NM Net Sales $712.7 $640.2 11.3% Operating Income $78.3 $71.8 9.1% Net Income $45.7 $42.0 8.8% Diluted Earnings Per Share (EPS) $2.01 $1.85 8.6% Financial Highlights - Second Quarter

5 Dollars in millions Operating Income 2Q 2017 Operating Income2Q 2016 Increase /Decrease Operating Income Percent 2Q 2017 Operating Income Percent 2Q 2016 Engineered SupportStructures $20.2 $20.8 (2.9%) 9.3% 10.2% Utility Support Structures 20.2 17.6 14.8% 10.9% 11.6% Coatings 12.1 14.0 (13.6%) 15.2% 18.6% Energy & Mining 3.9 3.3 18.2% 5.1% 4.1% Irrigation 34.7 31.0 11.7% 18.4% 20.4% LIFO adjustment (0.4) (3.1) NM Corporate (12.4) (11.8) (3.4%) Consolidated Operating Income $78.3 $71.8 9.1% 11.0% 11.2% Financial Highlights - Operating Income

6 Engineered Support Structures – 2nd Qtr. 2016 Net Sales $195.8 Volume 9.1 Pricing/Mix 0.3 Acquisitions - Currency Translation (4.1) 2017 Net Sales $201.1 Slightly lower lighting and traffic sales in North America. EMEA markets remain sluggish due to lack of infrastructure investment Wireless communication sales increase globally, recovery in North American markets Margin compression due to rising steel costs in some cases not being fully recovered by price, particularly compared to last year when purchases of low cost steel in the first quarter translated into better second quarter margins. $ in millions Sales presented net of intersegment sales $20.2 $20.8 $- $5 $10 $15 $20 $25 Operating Income 2017 2016 $201.1 $195.8 $- $50 $100 $150 $200 $250 Net Sales 2017 2016

7 Utility Support Structures – 2nd Qtr. 2016 Net Sales $151.2 Volume 18.5 Pricing/Mix 13.9 Acquisitions - Currency Translation - 2017 Net Sales $183.6 Significant sales and volume increases. Some of the sales increase reflect customer pricing tied to steel cost increases Operating income increased due to the higher sales volumes partially offset by unfavorable product mix. Sales presented net of intersegment sales $ in millions $183.6 $151.2 $50 $75 $100 $125 $150 $175 $200 Net Sales 2017 2016 $20.2 $17.6 $- $5 $10 $15 $20 $25 Operating Income 2017 2016

8 Coatings – 2nd Qtr. 2016 Net Sales $63.4 Volume (3.1) Pricing/Mix 4.8 Acquisitions - Currency Translation (0.5) 2017 Net Sales $64.6 Sales decreased in North America, less external and higher intercompany volumes Volumes increase in Asia-Pacific region—pricing recovery also achieved Reduced operating income attributed to lower external volumes and lagging zinc cost recovery in North America. Sales presented net of intersegment sales $ in millions $64.6 $63.4 $- $20 $40 $60 $80 Net Sales 2017 2016 $12.1 $14.0 $- $10 $20 Operating Income 2017 2016

9 Energy and Mining – 2nd Qtr. 2016 Net Sales $79.3 Volume (3.1) Pricing/Mix 1.8 Acquisitions - Currency Translation (0.8) 2017 Net Sales $77.2 Access and Offshore sales decreased slightly Operating income increased with lower SG&A expense Outlook for unfavorable second-half comparisons—further weakness in oil & gas end markets, less favorable steel cost environment Sales presented net of intersegment sales $ in millions $77.2 $79.3 $50 $60 $70 $80 $90 Net Sales 2017 2016 $3.9 $3.3 $- $5 Operating Income 2017 2016

10 Irrigation – 2nd Qtr. 2016 Net Sales $150.5 Volume 29.2 Pricing/Mix 3.8 Acquisitions - Currency Translation 2.7 2017 Net Sales $186.2 International markets benefit from projects and stronger Latin American demand North America sales increased on stabilizing markets and uptick in markets outside the corn belt Service parts sales increase as irrigation machines log more hours than last year Operating income higher, operating income percent pressured by raw material costs Sales presented net of intersegment sales $ in millions $186.2 $150.5 $- $50 $100 $150 $200 Net Sales 2017 2016 $34.7 $31.0 $- $10 $20 $30 $40 Operating Income 2017 2016

2Q 2017 Actual Credit Rating 11 Balance Sheet – 2nd Qtr. 2017 Goal: Maintain Investment-grade rating; Keep Debt/EBITDA from 1.5 to 2.5x Cash At 7/1/2017 $448M ($350M Ex. US) Total Debt $755M Debt/Adjusted EBITDA* 2.25 Adjusted S&P BBB+ Negative Moody’s Baa3 Stable * See the Company’s calculation at end of presentation. Debt Maturities – in Millions

Valmont – Calculation of Adjusted EBITDA & Leverage Ratio 12 Last 4 fiscal quarters (June 26, 2016 to July 1, 2017) Certain of our debt agreements contain covenants that require us to maintain certain coverage ratios. Our Debt/Adjusted EBITDA may not exceed 3.5X Adjusted EBITDA of the prior four quarters. See “Leverage Ratio “ below. TTM 1 7/1/2017 Net earnings attributable to Valmont Industries, Inc. $182,880 Interest expense 41,877 Income tax expense 43,038 Depreciation and amortization expense 83,367 EBITDA 351,162 Reversal of contingent liability (16,591) Impairment of property, plant, and equipment 1,099 Adjusted EBITDA $335,670 Interest Bearing Debt $ 755,733 Leverage Ratio 2.25