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

February 21, 2018

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 February 21, 2018 announcing its financial results for the company’s quarter and year ended December 30, 2017.  The press release, along with the slide presentation to be used during its earnings call on February 22, 2018, 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 February 21, 2018.
99.2	Presentation Slides for Earnings call on February 22, 2018.

2

EXHIBITS

Exhibit No.	Description
99.1	Press Release dated February 21, 2018.
99.2	Presentation Slides for Earnings call on February 22, 2018.

3

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: February 21, 2018
	By:	/s/ Mark C. Jaksich
		Name:	Mark C. Jaksich
		Title:	Executive Vice President and
			Chief Financial Officer

4

EX-99.1

Exhibit 99.1

News Release For Immediate Release

Contact:	Renee Campbell	February 21, 2018
	402-963-1057
	Jeff Laudin
	402-963-1158

Valmont Reports Fourth Quarter and

Fiscal Year 2017 Results

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

	Fourth Quarter						Year-to-date
	13/14 Weeks Ended						52/53 Weeks Ended
Summarized Financial Information	30-Dec-17			31-Dec-16			30-Dec-17			31-Dec-16
Net sales	$	714,978		$	674,575		$	2,745,967		$	2,521,676
Operating income	63,717			56,093			266,432			243,504
Operating income as a % of net sales GAAP	8.9		%	8.3		%	9.7		%	9.7		%
Operating income-Adjusted(1)	63,717			63,434			266,432			255,929
Operating income as a % of net sales Adjusted (1)	8.9		%	9.4		%	9.7		%	10.1		%
Net earnings (loss) - GAAP	(3,611		)	70,064			116,240			173,232
Net earnings - Adjusted(1)	38,166			36,343			158,412			145,767
Diluted EPS - GAAP net earnings	$	(0.16	)	$	3.10		$	5.11		$	7.63
Average shares outstanding - Diluted	22,565			22,611			22,738			22,709
Diluted EPS - Adjusted net earnings(1)	$	1.67		$	1.61		$	6.97		$	6.42
Average shares outstanding - Diluted	22,801			22,611			22,738			22,709

Fourth Quarter Highlights:

·Revenues increased 6.0% to $715.0 million with sales increases in all reportable segments

·Volumes were higher in the Irrigation and Utility Support Structures segments, partially offset by volume declines in Engineered Support Structures and the grinding media business

·GAAP operating income increased 13.6% to $63.7 million. On an adjusted basis, operating income was comparable to 2016

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to adjusted figures at end of document.

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

-more-

·Inflationary cost pressures resulted in a $3 million incremental impact from LIFO inventory valuation expense compared to 2016

·GAAP diluted loss per share was $0.16 compared to earnings per share (EPS) of $3.10 in 2016 ($1.67 and $1.61 adjusted).(1)

·GAAP results for 2017 include a $42 million tax expense resulting from the recently enacted Tax Cuts and Jobs Act (“TCJA”)(1)

Full Year Highlights:

·Full year revenues increased 9.0%, reflecting higher sales in all reportable segments, the first full year of sales growth since 2013

·Higher volumes in the Utility and Irrigation segments, partial price recovery of raw material costs across all reportable segments, and favorable foreign currency translation, led to the revenue increase

·GAAP operating income increased $22.9 million to $266.4 million, (increased $10.5 million from $255.9 million adjusted in 2016)(1)

·GAAP diluted EPS was $5.11, down 33% compared to $7.63 last year ($6.97, up 8.6% compared to $6.42 adjusted in 2016)(1)

·Productivity improvements and cost reductions were not enough to fully offset lagging recoveries of zinc and steel costs throughout the year

·Total year operating cash flows were $145.7 million and capital expenditures were $55.3 million, resulting in free cash flow of $90.4 million

Resegmentation

In the fourth quarter, the Company modified its management and reporting structure to four segments, eliminating the former Energy and Mining as a reporting segment. This reflects a reduced dependency on the energy and mining end-markets, and the pending divestiture of the grinding media business, subject to regulatory approval. The following changes were made:

·Access Systems is now reported in the Engineered Support Structures Segment

·The offshore structures business is included in the Utility Support Structures Segment, and

·Grinding media is reported in “Other,” pending its divestiture.

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

-more-

Impact of Tax Cuts and Jobs Act

Fourth quarter earnings include a $42 million, or $1.84(1) per diluted share, expense for the estimated impact of the recently enacted TCJA. This is comprised of:

·$20.4 million of expense related to the remeasurement of U.S. deferred tax assets at a lower rate

·$21.6 million of expense related to the taxation of unremitted foreign earnings, including anticipated withholding taxes on foreign dividends

Fourth Quarter Summary

“We achieved solid results for the quarter despite some headwinds,” said Stephen G. Kaniewski, President and Chief Executive Officer. “Strong underlying demand in North America utility and international irrigation drove higher sales. The Coatings Segment successfully recovered higher zinc costs, but the Engineered Support Structures Segment was challenged to fully recover inflationary costs. As expected, the grinding media business was faced with lower volumes, and difficulties fully recovering steel costs, similar to prior quarters.”

“One particular challenge we faced was rapid inflation of raw material costs. On balance, sales price increases and productivity improvements mitigated the impact of inflation on earnings. We believe we managed well through these challenges.”

Fourth Quarter Segment Review

Infrastructure-related

Engineered Support Structures (35.0% of Sales)

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

Sales of $250.1 million were 2.4% higher than last year. Higher highway safety product sales in Australia, were partly offset by lower sales of lighting, traffic and wireless communication structures globally. Access Systems revenues were similar to last year.

In North America, sales of lighting and traffic structures were lower, due to a decline in non-residential construction. An initiative by the Australian government to improve roadway safety resulted in increased sales of our highway safety products in that region. In Europe, lighting sales were up slightly.

Global wireless communication structures revenues were lower. Increases in North America were more than offset by significantly lower sales in China. One particular challenge we faced in China, were government mandates to reduce pollution, leading to cuts in steel production and telecom demand.

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

-more-

Operating income was $16.3 million or 6.5% of sales, compared to $16.5 million, or 6.8% of sales in 2016, ($22.7 million and 9.3% adjusted).(1) Despite the modest increase in sales, operating income as a percentage of sales was lower. Unfavorable sales mix was only partially offset by productivity improvements.

Utility Support Structures (34.0% of Sales)

Steel and concrete structures for the global electric utility industry, wind and offshore structures.

Sales of $243.4 million increased 14.0%, driven by continued strong demand in North America and price recovery of increased steel costs. International sales were lower than last year due to a large project in the fourth quarter of 2016 that did not repeat.

Operating income increased to $28.4 million or 11.7% of sales, compared to $22.6 million or 10.6% of sales in 2016. Increased volume, factory productivity, and SG&A leverage were the major contributors to improved profitability.

Coatings Segment (11.6% of Sales)

Global galvanizing, painting and anodizing services.

Sales of $83.0 million were up 10.1% compared to last year. Increased sales to other Valmont segments, improving market conditions in Australia, and pricing to recover zinc cost increases led to the sales gain.

Operating income was $14.1 million, or 17.0% of sales compared to $9.5 million, or 12.5% of sales in 2016, ($9.8 million and 13.0% adjusted).(1) Pricing actions to recover inflation, and favorable SG&A comparisons drove profitability gains. In the Asia Pacific region, productivity improvements, and volume recoveries, further contributed to profitability improvement.

Agriculture-related

Irrigation Segment (20.9% of Sales)

Agricultural irrigation equipment, parts, services and tubular products.

Global irrigation sales of $149.5 million were 9.4% higher than last year, mainly driven by project activity and elevated demand in our core international markets. Sales in North America were comparable to 2016.

Operating income was $18.3 million or 12.2% of sales, compared to $15.7 million or 11.5% last year, ($16.2 million and 11.9% adjusted).(1) The increase in operating income was the result of improved volume leverage in our factories and pricing actions amid increased inflation.

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

-more-

Other (2.2% of sales)

Manufacture of forged steel grinding media for the mining industry

Sales in grinding media were $15.8 million compared to $21.9 million in 2016, a decline of 28%. Fourth-quarter operating loss was $1.6 million compared to operating income of $2.1 million in 2016. As announced last August, the divestiture of the grinding media business is pending and subject to regulatory approval.

2018 Restructuring Plan

The Company is planning to restructure certain operations in 2018, primarily in the Engineered Support Structures segment, through consolidation and other cost-reduction activities. A pre-tax charge of $10 million is expected, of which $8.5 million is cash expenses. We anticipate these expenses to be recovered through lower operating costs within 12-18 months of their occurrence. We will continue our ongoing efforts to reduce costs as appropriate and further improve productivity.

2018 Outlook

The Company is issuing 2018 annual guidance of GAAP diluted EPS to be approximately $7.70, and adjusted diluted EPS to be approximately $8.00. Adjusted EPS does not include the impacts of the 2018 Restructuring Plan. Any effects from the divestiture of the grinding media business or potential acquisitions have not been included in the earnings guidance

Assumptions:

·Revenue growth of 7%, excluding the impact from the divestiture of the grinding media business and any potential acquisitions

·Inflationary environment in raw material costs will continue through the year, which are expected to be mostly offset by pricing actions, cost reductions, and productivity improvements. Inflation assumptions do not include potential tariffs and quotas enacted by the U.S. Department of Commerce

·Modest positive impact from foreign exchange translation

·Tax rate of 25%

“We expect sales and earnings growth in 2018,” said Mr. Kaniewski. “We also anticipate continued challenges from an inflationary environment, particularly in steel and freight. We will strive to recover these increases through strategic pricing actions and ongoing efforts to improve productivity.”

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

-more-

“The current global economic recovery should produce modest growth for the Engineered Support Structures and Coatings segments. Continued good market conditions in Utility support a positive outlook. Expected growth in our Irrigation business will be driven by international markets, with modest growth in North America.”

An audio discussion of Valmont’s fourth quarter results will be available live by Telephone by dialing 1-877-493-2981 and entering Conference ID#:2874769 or via Webcast at 8:00 a.m. CST February 22, 2018 at https://engage.vevent.com/rt/valmontindustries_ao~2874769 A replay is available through the above link or by telephone (855) 859-2056 or (404) 537-3406, Conference ID#: 2874769 beginning February 22, 2018 at 10:00 a.m. CST through 12:00 p.m. CST on March 1, 2018. The Company’s slide presentation for the call will be simultaneously available on the Investors page at www.valmont.com.

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 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.

(1)Please see Reg G reconciliation of GAAP operating income, net earnings and EPS to Adjusted figures at end of document.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(unaudited)

	Fourth Quarter						Year-to-Date
	13/14 Weeks Ended						52/53 Weeks Ended
	30-Dec-17			31-Dec-16			30-Dec-17			31-Dec-16
Net sales	$	714,978		$	674,575		$	2,745,967		$	2,521,676
Cost of sales	544,689			509,441			2,064,199			1,865,433
Gross profit	170,289			165,134			681,768			656,243
Selling, general and administrative expenses	106,572			109,041			415,336			412,739
Operating income (loss)	63,717			56,093			266,432			243,504
Other income (expense)
Interest expense	(11,333		)	(11,133		)	(44,645		)	(44,409		)
Interest income	1,532			816			4,737			3,105
Reversal of contingent liability	—			16,591			—			16,591
Other	256			1,211			1,940			1,663
	(9,545		)	7,485			(37,968		)	(23,050		)
Earnings (loss) before income taxes and equity in earnings of nonconsolidated subsidiaries	54,172			63,578			228,464			220,454
Income tax expense	55,802			(7,679		)	106,145			42,063
Net earnings (loss)	(1,630		)	71,257			122,319			178,391
Less: Earnings attributable to non-controlling interests	(1,981		)	(1,193		)	(6,079		)	(5,159		)
Net earnings (loss) attributable to Valmont Industries, Inc.	$	(3,611	)	$	70,064		$	116,240		$	173,232
Average shares outstanding (000’s) - Basic	22,565			22,439			22,520			22,562
Earnings (loss) per share - Basic	$	(0.16	)	$	3.12		$	5.16		$	7.68
Average shares outstanding (000’s) - Diluted	22,565			22,611			22,738			22,709
Earnings (loss) per share - Diluted	$	(0.16	)	$	3.10		$	5.11		$	7.63
Cash dividends per share	$	0.375		$	0.375		$	1.500		$	1.500

-more-

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

	Fourth Quarter						Year-to-Date
	13/14 Weeks Ended						52/53 Weeks Ended
	30-Dec-17			31-Dec-16			30-Dec-17			31-Dec-16
Net sales
Engineered Support Structures	$	250,087		$	244,311		$	938,102		$	906,719
Utility Support Structures	243,437			213,628			859,115			736,365
Coatings	83,049			75,519			318,891			289,481
Infrastructure products	576,573			533,458			2,116,108			1,932,565
Irrigation	149,490			136,628			652,430			575,204
Other	15,834			21,921			76,300			83,110
Less: Intersegment sales	(26,919		)	(17,432		)	(98,871		)	(69,203		)
Total	$	714,978		$	674,575		$	2,745,967		$	2,521,676
Operating Income (loss)
Engineered Support Structures	$	16,258		$	16,544		$	62,960		$	72,273
Utility Support Structures	28,400			22,595			97,853			71,171
Coatings	14,088			9,464			50,179			46,596
Infrastructure products	58,746			48,603			210,992			190,040
Irrigation	18,302			15,729			101,498			90,945
Other	(1,594		)	2,138			2,134			8,730
Adjustment to LIFO method of inventory valuation	(2,841		)	220			(5,680		)	(2,972		)
Corporate	(8,896		)	(10,597		)	(42,512		)	(43,239		)
Total	$	63,717		$	56,093		$	266,432		$	243,504

In the fourth quarter of 2017, our management and reporting structure changed to reflect management’s expectations of future growth of certain product lines and to take into consideration the expected divestiture of the grinding media business, subject to regulatory approval, which historically was reported in the Energy and Mining segment. The access systems applications product line is now part of the Engineered Support Structures (“ESS”) segment and the offshore and other complex structures product line is now part of the Utility Support Structures segment. Grinding media will be reported in “Other” pending the completion of its divestiture.

The backlog of orders for the principal products manufactured and marketed was $670 million at the end of fiscal 2017

and $603 million at the end of the 2016 fiscal year. We anticipate that most of the backlog of orders will be filled

filled during fiscal year 2018. At year-end, the segments with backlog were as follows (dollar amounts in millions):

	30-Dec-17		31-Dec-16
Engineered Support Structures	$	204	$	190
Utility Support Structures	359		336
Irrigation	100		64
Coatings	—		—
Other	7		13
	$	670	$	603

Valmont has aggregated its business segments into four reportable segments as follows.

Engineered Support Structures: This segment consists of the manufacture of engineered metal and composite structures and components for global lighting and traffic, wireless communication, access systems and roadway safety.

Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry and offshore and other complex steel structures used in energy generation and distribution outside the United States.

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

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

In addition to these four reportable segments, the Company had other businesses and activities that individually are not more than 10% of consolidated sales, operating income or assets. This includes the manufacture of forged steel grinding media for the mining industry and is reported in the “Other” category.

-more-

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	30-Dec-17		31-Dec-16
ASSETS
Current assets:
Cash and cash equivalents	$	492,805	$	399,948
Accounts receivable, net	503,677		439,342
Inventories	420,948		350,028
Prepaid expenses	43,643		57,297
Refundable and deferred income taxes	11,492		6,601
Total current assets	1,472,565		1,253,216
Property, plant and equipment, net	518,928		518,335
Goodwill and other assets	610,757		620,180
	$	2,602,250	$	2,391,731
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	966	$	851
Notes payable to banks	161		746
Accounts payable	227,906		177,488
Accrued expenses	165,455		162,318
Dividend payable	8,510		8,445
Total current liabilities	402,998		349,848
Long-term debt, excluding current installments	753,888		754,795
Defined benefit pension liability	189,552		209,470
Other long-term liabilities	104,017		95,032
Shareholders’ equity	1,151,795		982,586
	$	2,602,250	$	2,391,731

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

	Year to Date			Year to Date
	30-Dec-17			31-Dec-16
Cash flows from operating activities
Net Earnings	$	122,319		$	178,391
Depreciation and amortization	84,957			82,417
Impairment of assets - restructuring activities	—			1,099
Change in working capital	(74,077		)	10,190
Contributions to defined benefit pension plan	(27,677		)	(15,140		)
Deferred income tax (benefit) expense	39,755			(23,685		)
Other	439			(14,104		)
Net cash flows from operating activities	145,716			219,168
Cash flows from investing activities
Purchase of property, plant, and equipment	(55,266		)	(57,920		)
Acquisitions, net of cash acquired	(5,362		)	—
Other	11,013			4,871
Net cash flows from investing activities	(49,615		)	(53,049		)
Cash flows from financing activities
Principal payments on borrowings	(1,472		)	(2,206		)
Purchase of treasury shares	—			(53,800		)
Dividends paid	(33,862		)	(34,053		)
Other	3,324			(5,099		)
Net cash flows from financing activities	(32,010		)	(95,158		)
Effect of exchange rates on cash and cash equivalents	28,766			(20,087		)
Net change in cash and cash equivalents	92,857			50,874
Cash and cash equivalents - beginning of year	399,948			349,074
Cash and cash equivalents - end of period	492,805			399,948

-more-

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands, except per share amounts)

(unaudited)

The non-GAAP tables below disclose the impact on (a) diluted earnings per share of (1) tax expense attributed to the Tax Cuts and Job Act (“2017 Tax Act”), (2) restructuring costs, (3) deferred income tax (benefit) expense arising from changes in foreign tax rates and an international legal reorganization and (4) other non-recurring expenses (including the reversal of a contingent liability), and (b) segment operating income of restructuring costs, impairments, and non-recurring expenses. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings and operating income to be taken into consideration by management and investors with the related reported GAAP measures as a number of non-recurring transactions were recognized in 2017 and 2016, some of which are non-cash.

	Fourth Quarter Ended Dec. 30, 2017			Diluted earnings per share			Year-to-Date  Dec. 30, 2017		Diluted earnings per share
Net (loss)/earnings attributable to Valmont Industries, Inc. - as reported	$	(3,611	)	$	(0.16	)	$	116,240	$	5.11
Remeasurement of deferred tax assets attributed to 2017 Tax Act	20,372			0.89			20,372		0.90
Non-recurring tax expense attributed to 2017 Tax Act	21,564			0.95			21,564		0.95
Fair market value adjustment, Delta EMD	(159		)	(0.01		)	236		0.01
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	38,166		$	1.67		$	158,412	$	6.97
Average shares outstanding (000’s) - Diluted				22,801					22,738

	Fourth Quarter Ended Dec. 31, 2016			Diluted earnings per share			Year-to-Date Dec. 31, 2016			Diluted earnings per share
Net earnings (loss) attributable to Valmont Industries, Inc. - as reported	$	70,064		$	3.10		$	173,232		$	7.63
Restructuring expenses	7,341			0.32			12,425			0.55
Reversal of contingent liability	(16,591		)	(0.73		)	(16,591		)	(0.73		)
Fair market value adjustment, Delta EMD	(332		)	(0.01		)	586			0.03
Total pre-tax adjustments	(9,582		)	(0.42		)	(3,580		)	(0.16		)
Tax effect of adjustments *	(1,574		)	(0.07		)	(3,180		)	(0.14		)
Deferred income tax benefit - non-recurring	(22,565		)	(1.00		)	(20,705		)	(0.91		)
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	36,343		$	1.61		$	145,767		$	6.42
Average shares outstanding (000’s) - Diluted				22,611						22,709

* The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction, except the reversal of the contingent liability in 2016, which is not taxable.

-more-

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED OPERATING INCOME

REGULATION G RECONCILIATION (Continued)

Operating Income Reconciliation	Year-Ended Dec. 31, 2016
Operating income (loss) - as reported	$	243,504
Restructuring expenses	12,425
Adjusted Operating Income	$	255,929
Net Sales	$	2,521,676
Operating Income as a % of Sales	9.7		%
Adjusted Operating Income as a % of Sales	10.1		%

				For the Fourth Quarter Ended Dec. 31, 2016
Segment Operating Income Reconciliation	Operating Income-As Reported			Restructuring expenses	Adjusted Operating Income			Net Sales
Engineered Support Structures	$	16,544		6,132	22,676			244,311
Op Inc. & Adjusted Op Inc. as a % of Sales	6.8		%		9.3		%
Utility Support Structures	22,595			—	22,595			213,628
Op Inc. & Adjusted Op Inc. as a % of Sales	10.6		%		10.6		%
Coatings	9,464			361	9,825			75,519
Op Inc. & Adjusted Op Inc. as a % of Sales	12.5		%		13.0		%
Irrigation	15,729			468	16,197			136,628
Op Inc. & Adjusted Op Inc. as a % of Sales	11.5		%		11.9		%
Corporate/Other	(8,239		)	380	(7,859		)
Consolidated Results	$	56,093		7,341	$	63,434		$	674,575
Op Inc. & Adjusted Op Inc. as a % of Sales	8.3		%		9.4		%

END

EX-99.2

Exhibit 99.2

Fourth Quarter 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 6% with increases in all reportable segments GAAP operating income grew 13.6%. Operating income as a percent of sales was 8.9% in 2017 compared to 8.3% in 2016 (9.4% adjusted in 2016) GAAP diluted loss per share of $0.16 compared to earnings per share of $3.10 in 2016 Adjusted diluted EPS increased 3.7%, from $1.61 in 2016 to $1.67 Fiscal 2018 guidance of GAAP diluted EPS approximately $7.70, adjusted $8.00. 2017 Fourth 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 2018 guidance assumption in February 21, 2018 earnings release. See reconciliation of non-GAAP/GAAP measures at the end of this presentation

4 NET SALES U.S. Dollars in millions except per share amounts 2017 2016 Percent Change Engineered Support Structures $250.1 $244.3 2.4% Utility Support Structures 243.4 213.6 14.0% Coatings 83.1 75.5 10.1% Irrigation 149.5 136.6 9.4% Other 15.8 21.9 (27.9%) Intersegment Sales (26.9) (17.3) NM Net Sales $715.0 $674.6 6.0% Operating Income $63.7 $56.1 13.6% Adjusted Operating Income* $63.7 $63.4 0.5% Net Income (loss) ($3.6) $70.1 (105.1%) Adjusted Net Income* $38.2 $36.3 5.2% Diluted Earnings (loss) Per Share (EPS) ($0.16) $3.10 (105.2%) Adjusted Diluted (EPS) $1.67 $1.61 3.7% Fourth Quarter Financial Summary * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation.

5 U.S. Dollars in millions Operating Income 4Q 2017 Operating Income 4Q 2016 Increase (Decrease) Operating Income % 4Q 2017 Operating Income % 4Q 2016 Engineered Support Structures $16.2 $16.5 (1.7%) 6.5% 6.8% Utility Support Structures 28.4 22.6 25.7% 11.7% 10.7% Coatings 14.1 9.5 48.9% 17.0% 12.5% Irrigation 18.3 15.7 16.4% 12.2% 11.5% Other (1.6) 2.1 (174.6%) (10.1%) 9.8% LIFO adjustment (2.8) 0.2 NM Corporate (8.9) (10.5) 16.1% Consolidated Operating Income $63.7 $56.1 13.6% 8.9% 8.3% Financial Highlights – Operating Income GAAP

6 U.S. Dollars in millions Operating Income 4Q 2017 (no-adjustments) Adjusted Operating Income 4Q 2016* Increase (Decrease) Operating Income % 4Q 2017 Operating Income % 4Q 2016 Engineered Support Structures $16.2 $22.7 (28.3%) 6.5% 9.3% Utility Support Structures 28.4 22.6 25.7% 11.7% 10.6% Coatings 14.1 9.8 43.4% 17.0% 13.0% Irrigation 18.3 16.2 13.0% 12.2% 11.9% Corporate/Other (10.5) (8.1) NM NM NM LIFO adjustment (2.8) 0.2 NM Consolidated Operating Income $63.7 $63.4 0.5% 8.9% 9.4% Financial Highlights – Operating Income Adjusted for 2016* * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation.

7 Engineered Support Structures Segment 2016 Revenue1 $242.2 Volume (9.2) Pricing/Mix 0.4 Acquisitions 3.2 Currency Translation 6.6 2017 Revenue1 $243.2 Global traffic and lighting sales lower from softening in non-residential construction. Europe sales were flat in local currency Higher U.S. wireless communication sales offset by significantly lower sales in China Increased highway safety product sales in Australia Margin compression due to unfavorable sales mix from market weakness and under recovery of raw material inflation $ in millions See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. 1 Net sales after intersegment eliminations * $16.2 $16.5 $22.7 $- $5 $10 $15 $20 $25 Operating Income 2017 2016 2016 Adj $243.2 $242.2 $- $50 $100 $150 $200 $250 $300 Revenue 2017 2016

8 Utility Support Structures Segment 2016 Revenue1 $213.6 Volume (0.6) Pricing/Mix 27.2 Acquisitions - Currency Translation 2.7 2017 Revenue1 $242.9 Sales improved on strong demand in North America and price recovery of higher steel costs International sales lower from large 2016 project that did not repeat Operating income increased due to improved volumes, factory productivity, and SG&A leverage $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. 1 Net sales after intersegment eliminations $28.4 $22.6 $22.6 $- $5 $10 $15 $20 $25 $30 Operating Income 2017 2016 2016 Adj $242.9 $213.6 $- $50 $100 $150 $200 $250 $300 Revenue 2017 2016

9 Coatings Segment 2016 Revenue1 $61.7 Volume (3.9) Pricing/Mix 6.7 Acquisitions - Currency Translation 0.8 2017 Revenue1 $65.3 Sales and operating income improved over last year Pricing to recover zinc cost increases mostly drove higher revenue Operating income improved from favorable SG&A comparisons and pricing actions to recover zinc cost inflation $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. 1 Net sales after intersegment eliminations $14.1 $9.5 $9.8 $- $5 $10 $15 Operating Income 2017 2016 2016 Adj $65.3 $61.7 $- $50 $100 Revenue 2017 2016

10 Irrigation Segment 2016 Revenue1 $135.1 Volume 9.3 Pricing/Mix 3.0 Acquisitions - Currency Translation 0.3 2017 Revenue1 $147.7 Global irrigation sales higher from project activity and continued elevated demand in core international markets North America sales comparable to 2016, reflecting little change to end-market drivers Operating income growth from improved volume leverage and pricing actions in light of inflation $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. 1 Net sales after intersegment eliminations $18.3 $15.7 $16.2 $- $5 $10 $15 $20 Operating Income 2017 2016 2016 Adj $147.7 $135.1 $- $50 $100 $150 $200 Revenue 2017 2016

11 2017 Results Compared With Stated Goals Metric Goal 2017 Result GAAP 2017 Result Adjusted Revenue Growth 5-10% 8.9% 8.9% EPS Growth > 10% (33.0%) 8.6%* ROIC (after-tax) > 10% 7.7% 10.3%* Free Cash Flow Conversion > 1.0x net earnings 0.78x 0.57x* * See reconciliation of non-GAAP/GAAP measures at the end of this presentation .

Free Cash Flow and Conversion – 2017 & 2016 12 2017 2016 Operating Cash Flow 145.7 219.2 CapEx (55.3) (57.9) Free Cash Flows $90.4 $161.3 Adjusted Net Earnings * $158.4 $145.8 Free Cash Flows to Adj. Net Earnings 0.6 1.1 Stated Goal – 1.0X * See reconciliation of GAAP figures to Non-GAAP figures at end of slide presentation 2017 free cash flow impacted by working capital, including advance raw material purchase and early payment of 2018 pension plan contribution to achieve cash tax savings Dollars in Millions

4Q 2017 Actual Credit Rating 13 Cash and Debt Highlights Goal: Maintain Investment-grade rating; Keep Debt/EBITDA from 1.5 to 2.5x Free Cash Flow $90M YTD Cash At 12/30/17 $493M ($405M Ex. US) Total Debt $755M Debt/Adjusted EBITDA* 2.15X S&P BBB+ Stable Moody’s Baa3 Stable * See the Company’s calculation at end of presentation. Debt Maturities – in Millions

2018 diluted EPS of approximately $7.70 Adjusted diluted EPS of approximately $8.00 Adjusted does not include 2018 restructuring impacts Any effect from the divestiture of grinding media business not included in guidance 2018 Guidance 14 Assumptions: Revenue growth 7% Excludes acquisitions and impact of divestiture of grinding media business Raw material inflation expected Mostly offset by pricing actions, cost reductions and productivity Potential effects of quotas and tariffs not included Modest positive FX Global Tax Rate – 25%

Calculation of Adjusted EBITDA & Leverage Ratio 15 Last 4 fiscal quarters (January 1, 2017 to December 30, 2017) Certain of our debt agreements contain covenants that require us to maintain certain coverage ratios. Our Debt/Adjusted EBITDA may not exceed 4.5X Adjusted EBITDA of the prior four quarters. See “Leverage Ratio “ below. Adjusted EBITDA

16 Valmont – Calculation of Return on Invested Capital The adjusted tax for 2017 excludes the $41,935 of tax expense associated with the 2017 Tax Act. The effective tax rate in 2017 including these items is 46.5% Return on Invested Capital is calculated as Operating Income (after-tax) divided by the average of beginning and ending Invested Capital. Invested Capital represents total assets minus total liabilities (excluding interest-bearing debt). Return on Invested Capital is one of our key operating ratios, as it allows investors to analyze our operating performance in light of the amount of investment required to generate our operating profit. Return on Invested Capital is also a measurement used to determine management incentives. Return on Invested Capital is a non-GAAP measure. Accordingly, Invested Capital and Return on Invested Capital should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The table below shows how Invested Capital and Return on Invested Capital are calculated from our income statement and balance sheet. $ in thousands 2017 Operating income $ 266,432 Effective tax rate 28.1% Tax effect on operating income $ (74,867) After-tax operating income 191,565 Average invested capital 1,858,249 Return on invested capital 10.3% Total assets 2,602,250 Less: Accounts and income taxes payable (227,906) Less: Accrued expenses (165,455) Less: Defined benefit pension liability (189,552) Less: Deferred compensation (48,526) Less: Other noncurrent liabilities (20,585) Less: Dividends payable (8,510) Total Invested capital $1,941,716 Beginning of year invested capital $1,774,781 Average invested capital $1,858,249

Summary of Effect of Significant Non-recurring Items on Reported Results 17 Fourth Quarter Ended Dec. 30, 2017 Diluted earnings per share Year-to-Date Dec. 30, 2017 Diluted earnings per share Net (loss)/earnings attributable to Valmont Industries, Inc. - as reported (3,611) $ (0.16) $ 116,240 $ 5.11 $ Remeasurement of deferred tax assets 20,372 0.89 20,372 0.90 attributed to 2017 Tax Act Non-recurring tax expense attributed 21,564 0.95 21,564 0.95 to 2017 Tax Act Fair market value adjustment, Delta EMD (159) (0.01) 236 0.01 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 38,166 $ 1.67 $ 158,412 $ 6.97 Average shares outstanding (000's) - Diluted 22,801 22,738 Fourth Quarter Ended Dec. 31, 2016 Diluted earnings per share Year-to-Date Dec. 31, 2016 Diluted earnings per share Net earnings (loss) attributable to Valmont Industries, Inc. - as reported 70,064 $ 3.10 $ 173,232 $ 7.63 $ Restructuring expenses 7,341 0.32 12,425 0.55 Reversal of contingent liability (16,591) (0.73) (16,591) (0.73) Fair market value adjustment, Delta EMD (332) (0.01) 586 0.03 Total pre-tax adjustments (9,582) (0.42) (3,580) (0.16) Tax effect of adjustments * (1,574) (0.07) (3,180) (0.14) Deferred income tax benefit - non-recurring (22,565) (1.00) (20,705) (0.91) Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 36,343 $ 1.61 $ 145,767 $ 6.42 Average shares outstanding (000's) - Diluted 22,611 22,709 * The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction, except the reversal of the contingent liability in 2016, which is not taxable. The non-GAAP tables below disclose the impact on (a) diluted earnings per share of (1) tax expense attributed to the Tax Cuts and Job Act ("2017 Tax Act"), (2) restructuring costs, (3) deferred income tax (benefit) expense arising from changes in foreign tax rates and an international legal reorganization and (4) other non- recurring expenses (including the reversal of a contingent liability), and (b) segment operating income of restructuring costs, impairments, and non-recurring expenses. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings and operating income to be taken into consideration by management and investors with the related reported GAAP measures as a number of non-recurring transactions were recognized in 2017 and 2016, some of which are non-cash. (unaudited) SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS REGULATION G RECONCILIATION (Dollars in thousands, except per share amounts)

18 Summary of Effect of Significant Non-recurring Items on Reported Results Operating Income Reconciliation Year-to-Date Dec. 31, 2016 Operating income (loss) - as reported 243,504 $ Restructuring expenses 12,425 Adjusted Operating Income 255,929 $ Net Sales 2,521,676 $ Operating Income as a % of Sales 9.7% Adjusted Operating Income as a % of Sales 10.1% Segment Operating Income Reconciliation Operating Income- As Reported Restructuring expenses Adjusted Operating Income Net Sales Engineered Support Structures 16,500 $ 6,132 22,632 244,311 Op Inc. & Adjusted Op Inc. as a % of Sales 6.8% 9.3% Utility Support Structures 22,594 - 22,594 210,474 Op Inc. & Adjusted Op Inc. as a % of Sales 10.7% 10.7% Coatings 9,464 361 9,825 75,519 Op Inc. & Adjusted Op Inc. as a % of Sales 12.5% 13.0% Irrigation 15,745 468 16,213 136,628 Op Inc. & Adjusted Op Inc. as a % of Sales 11.5% 11.9% Corporate/Other (8,210) 380 (7,830) Consolidated Results 56,093 $ 7,341 63,434 $ 674,575 $ Op Inc. & Adjusted Op Inc. as a % of Sales 8.3% 9.4% NM - Not Meaningful For the Fourth Quarter Ended Dec. 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED OPERATING INCOME REGULATION G RECONCILIATION (Continued) END

Valmont – Recast 2015 Segment Figures Valmont – Recast 2016 Segment Figures by Quarter We believe it is useful when considering Company performance for the non-GAAP adjusted net earnings to be considered by management and investors with the related reported GAAP measures. Unaudited and in 000's Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 12,851 $ 14,356 $ 11,413 $ 28,895 $ 1,472 $ (6,621) $ 62,365 $ Sales, net of intercompany eliminations 195,018 166,586 58,768 156,743 19,490 596,605 Operating Income as a % of Sales 6.6% 8.6% 19.4% 18.4% 7.6% NM Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 22,453 $ 17,454 $ 14,023 $ 31,013 $ 1,934 $ (15,071) $ 71,806 $ Sales, net of intercompany eliminations 228,616 177,199 63,412 150,593 20,430 640,249 Operating Income as a % of Sales 9.8% 9.8% 22.1% 20.6% 9.5% NM For the First Quarter Ended March 26, 2016 For the Second Quarter Ended June 25, 2016

Valmont – Recast 2015 Segment Figures (Cont.) Valmont – Recast 2016 Segment Figures (Cont.) Unaudited and in 000's Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 20,425 $ 16,765 $ 11,696 $ 15,308 $ 3,186 $ (14,141) $ 53,240 $ Restructuring expenses 2,197 528 545 1,795 5,065 Adjusted Operating Income 22,622 $ 17,293 $ 12,241 $ 15,308 $ 3,186 $ (12,346) $ 58,305 $ Sales, net of intercompany eliminations 225,258 178,204 60,003 125,512 21,271 610,247 Operating Income as a % of Sales 9.1% 9.4% 19.5% 12.2% 15.0% NM Adjusted Operating Income as a % of Sales 10.0% 9.7% 20.4% 12.2% 15.0% NM Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 16,544 $ 22,595 9,464 15,729 2,138 (10,377) $ 56,093 $ Restructuring expenses 6,132 361 468 380 7,341 Adjusted Operating Income 22,676 $ 22,595 $ 9,825 $ 16,197 $ 2,138 $ (9,997) $ 63,434 $ Sales, net of intercompany eliminations 242,207 $ 213,628 61,694 135,125 21,921 - 674,575 Operating Income as a % of Sales 6.8% 10.6% 15.3% 11.6% 9.8% NM Adjusted Operating Income as a % of Sales 9.4% 10.6% 15.9% 12.0% 9.8% NM For the Third Quarter Ended Sept. 24, 2016 For the Fourth Quarter Ended Dec. 31, 2016

Valmont – Recast 2015 Segment Figures Valmont – Recast 2017 Segment Figures by Quarter We believe it is useful when considering Company performance for the non-GAAP adjusted net earnings to be considered by management and investors with the related reported GAAP measures. Unaudited and in 000's Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 9,465 $ 24,207 $ 9,406 $ 30,291 $ 2,086 $ (10,953) $ 64,502 $ Sales, net of intercompany eliminations 193,076 200,030 59,332 165,441 19,594 637,473 Operating Income as a % of Sales 4.9% 12.1% 15.9% 18.3% 10.6% NM Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 20,122 $ 22,394 $ 12,108 $ 34,670 $ 1,858 $ (12,863) $ 78,290 $ Sales, net of intercompany eliminations 231,278 209,622 64,600 186,165 21,072 712,737 Operating Income as a % of Sales 8.7% 10.7% 18.7% 18.6% 8.8% NM For the First Quarter Ended April 1, 2017 For the Second Quarter Ended July 1, 2017

Valmont – Recast 2015 Segment Figures (Cont.) Valmont – Recast 2017 Segment Figures (Cont.) Unaudited and in 000's Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 17,115 $ 22,852 $ 14,577 $ 18,235 $ (216) $ (12,640) $ 59,923 $ Sales, net of intercompany eliminations 244,675 203,574 67,680 145,050 19,801 680,780 Operating Income as a % of Sales 7.0% 11.2% 21.5% 12.6% NM NM Segment Operating Income Reconciliation Engineered Support Structures Utility Support Structures Coatings Irrigation Other LIFO/ Corporate TOTAL Operating income (loss) - as reported 16,258 $ 28,400 14,088 18,302 (1,594) (11,737) $ 63,717 $ Sales, net of intercompany eliminations 243,211 $ 243,018 65,199 147,716 15,834 714,978 Operating Income as a % of Sales 6.7% 11.7% 21.6% 12.4% NM NM For the Third Quarter Ended Sept. 30, 2017 For the Fourth Quarter Ended Dec. 30, 2017