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

October 18, 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 October 18, 2017 announcing its financial results for the company’s quarter ended September 30, 2017.  The press release, along with the slide presentation to be used during its earnings call on October 19, 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 October 18, 2017.
99.2	Presentation Slides for Earnings call on October 19, 2017.

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 18, 2017.
99.2	Presentation Slides for Earnings call on October 19, 2017.

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: October 18, 2017
	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:	Jeff Laudin	October 18, 2017
	402-963-1158
	Renee Campbell
	402-963-1057

Valmont Reports Third 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 third quarter 2017 results.

Third Quarter Highlights:

	Third quarter						Year-to-date
	13 Weeks Ended						39 Weeks Ended
Summarized Financial Info.	30-Sep-17			24-Sep-16			30-Sep-17			24-Sep-16
Net sales	$	680,779		$	610,247		$	2,030,989		$	1,847,101
Operating income	59,923			53,240			202,715			187,411
Operating income as a % of net sales GAAP	8.8		%	8.7		%	10.0		%	10.1		%
Operating income Adjusted*	59,923			58,305			202,715			192,476
Operating income as a % of net sales Adjusted*	8.8		%	9.6		%	10.0		%	10.4		%
Net earnings - GAAP	35,208			28,173			119,851			103,168
Net earnings - Adjusted *	35,603			33,488			120,246			109,518
Diluted EPS - GAAP net earnings	$	1.55		$	1.24		$	5.28		$	4.54
Average Shares Outstanding - Diluted	22,751			22,659			22,717			22,741
Diluted EPS - Adjusted net earnings *	$	1.56		$	1.48		$	5.29		$	4.82
Average Shares Outstanding - Diluted	22,751			22,659			22,717			22,741

* Please see Reg. G reconciliation table on last page. 

·Revenues increased 12% to $680.8 million, with increases in every segment except Energy & Mining

·Operating income as a percent of sales was 8.8%

·North American hurricanes negatively impacted third quarter earnings by an estimated 10 cents per diluted share

·Diluted EPS increased 25% to $1.55, adjusted diluted EPS increased 5.4% to $1.56

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

·Annual guidance updated to reflect logistical disruptions caused by hurricanes. Earnings per diluted share for the year expected to be between $6.90-7.04, compared to prior guidance of approximately $7.06

“All segments had sales growth except Energy and Mining, with double digit sales growth in the Utility Support Structures, Irrigation and Coatings segments,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “The impact of hurricanes in North America during the third quarter were disruptive to customers, and affected 10 of our facilities, interrupting production and delivery schedules. We estimate that movements of delivery dates and manufacturing downtime negatively impacted EPS by approximately 10 cents.

“Operating income grew largely due to the sales increase, led by improved profitability in the Utility Support Structures, Irrigation and Coatings Segments. In the Engineered Support Structures and Energy and Mining Segments, operating income was negatively impacted by raw material inflation.

“Excluding the disruptive impact of the two hurricanes, results for the quarter met our expectations.”

Third Quarter Segment Review

Infrastructure-related

Engineered Support Structures (31% of Sales)

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

Sales of $221.5 million were 9% higher than last year, mainly due to increased highway safety sales in Australia where road development activity increased.

Lighting sales were lower in North America. We believe customers are awaiting clarity on national infrastructure investment policies before embarking on major project planning. In Europe, lighting sales increased as general market conditions stabilized.

Wireless communication sales increased due to improved structures and components demand in North America. In China, wireless communication sales were comparable with last year as China continues to build out its wireless network infrastructure.

Operating income was $16.2 million or 7.3% of sales compared to $20.3 million, or 10.0% of sales in 2016. The effect of sharply higher steel costs in China, a higher mix of intercompany sales and continued competitive pricing compressed margins.

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Utility Support Structures (25% of Sales)

Steel and concrete structures for the global electric utility industry.

Sales of $179.8 million increased 19% over last year, mostly driven by increased pricing to reflect higher steel costs. Sales were supported by the ongoing expansion of the North American grid to improve its reliability and capacity. Expanding investments in renewable energy contributed to continued firm demand.

Operating income increased to $22.1 million or 12.3% of sales, compared to $16.2 million or 10.8% in 2016. The increase in operating income was primarily due to price recovery and favorable mix.

Coatings Segment (12% of Sales)

Global galvanizing, painting and anodizing services.

Sales of $82.6 million were 18% higher than last year. In North America, increased pricing and stronger internal demand drove higher sales. Asia-Pacific sales rose due to improved volume and pricing as the market recovered.

Despite zinc cost increases, operating income improved to $14.6 million, or 17.6% of sales, compared to $11.7 million, or 16.7% of sales in 2016. The operating income improvement resulted from increased volume, price recovery and operational efficiencies realized from prior restructuring activities.

Energy and Mining Segment (11% of Sales)

Offshore structures, engineered access systems and grinding media.

Sales of $79.8 million were slightly lower than last year.  Higher access system sales partly offset declines in mining consumables and offshore construction.

Operating income at $1.4 million was significantly lower at 1.8% of sales, compared to $3.9 million or 4.8% of sales last year. Most of the reduced profitability resulted from a considerably less favorable steel cost environment in mining consumables.

Australian regulatory approval is pending on the divestiture of the mining consumables business (previously announced on August 24, 2017).

Agriculture-related

Irrigation Segment (21% of Sales)

Agricultural irrigation equipment, parts, services and tubular products.

Sales of $147.4 million rose 15% above last year due to broad based demand in international markets. North American sales were modestly higher.

Operating income was higher at $18.2 million, or 12.3% of sales compared to $15.3 million, or 12.0% of sales in 2016. The increase in operating income was mostly due to higher international irrigation sales. Additionally, improved operational performance more than offset the impact of materials inflation.

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Outlook:

“We are updating our guidance to account for the impact of the two hurricanes. We expect earnings for the year to be in the range of $6.90 to 7.04 per diluted share,” said Mr. Bay.

“We expect higher fourth quarter revenues, led by favorable Utility Support and Engineered Support Structures sales. In Coatings, we expect similar revenues to last year. We expect unfavorable sales and profitability comparisons in the Energy and Mining Segment. In the Irrigation Segment, the beginning of the North American harvest makes an outlook difficult to quantify. However, we do expect continued firmness in international markets.”

An audio discussion of Valmont’s third quarter results will be available live by Telephone by dialing 1-877-493-2981 and entering Conference ID#:52423637or via Webcast at 8:00 a.m. CDT October 19, 2017 at https://engage.vevent.com/rt/valmontindustries_ao~52423637.

A replay is available through the above link or by telephone (855) 859-2056 or (404) 537-3406, Conference ID#:52423637 beginning October 19, 2017 at 10:00 a.m. CDT through 12:00 p.m. CDT on October 26, 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)

	Third Quarter						Year-to-Date
	13 Weeks Ended						39 Weeks Ended
	30-Sep-17			24-Sep-16			30-Sep-17			24-Sep-16
Net sales	$	680,779		$	610,247		$	2,030,989		$	1,847,101
Cost of sales	517,185			455,224			1,519,510			1,355,992
Gross profit	163,594			155,023			511,479			491,109
Selling, general and administrative expenses	103,671			101,783			308,764			303,698
Operating income	59,923			53,240			202,715			187,411
Other income (expense)
Interest expense	(11,190		)	(11,100		)	(33,312		)	(33,276		)
Interest income	1,311			771			3,205			2,290
Investment gain (loss)	544			1,455			2,935			591
Other	(27		)	(577		)	(1,251		)	(140		)
	(9,362		)	(9,451		)	(28,423		)	(30,535		)
Earnings before income taxes	50,561			43,789			174,292			156,876
Income tax expense	13,895			14,268			50,343			49,742
Net earnings	36,666			29,521			123,949			107,134
Less: Earnings attributable to non-controlling interests	(1,458		)	(1,348		)	(4,098		)	(3,966		)
Net earnings attributable to Valmont Industries, Inc.	$	35,208		$	28,173		$	119,851		$	103,168
Average shares outstanding (000’s) - Basic	22,527			22,505			22,505			22,602
Earnings per share - Basic	$	1.56		$	1.25		$	5.33		$	4.56
Average shares outstanding (000’s) - Diluted	22,751			22,659			22,717			22,741
Earnings per share - Diluted	$	1.55		$	1.24		$	5.28		$	4.54
Cash dividends per share	$	0.375		$	0.375		$	1.125		$	1.125

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

	Third Quarter						Year-to-Date
	13 Weeks Ended						39 Weeks Ended
	30-Sep-17			24-Sep-16			30-Sep-17			24-Sep-16
Net sales
Engineered Support Structures	$	221,508		$	203,184		$	619,647		$	584,071
Utility Support Structures	179,760			150,667			538,994			446,432
Energy and Mining	79,755			81,552			234,934			234,693
Coatings	82,593			70,082			235,842			213,961
Infrastructure products	563,616			505,485			1,629,417			1,479,157
Irrigation	147,428			127,809			502,939			438,575
Less: Intersegment sales	(30,265		)	(23,047		)	(101,367		)	(70,631		)
Total	$	680,779		$	610,247		$	2,030,989		$	1,847,101
Operating Income
Engineered Support Structures	$	16,226		$	20,323		$	45,683		$	53,615
Utility Support Structures	22,108			16,195			65,005			48,201
Energy & Mining	1,417			3,941			9,195			9,096
Coatings	14,577			11,696			36,091			37,220
Infrastructure products	54,328			52,155			155,974			148,132
Irrigation	18,235			15,308			83,196			75,216
Adjustment to LIFO method of inventory valuation	(1,626		)	(2,066		)	(2,839		)	(3,192		)
Corporate	(11,014		)	(12,157		)	(33,616		)	(32,745		)
Total	$	59,923		$	53,240		$	202,715		$	187,411

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

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

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

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

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.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	30-Sep-17		24-Sep-16
ASSETS
Current assets:
Cash and cash equivalents	$	493,490	$	349,375
Accounts receivable, net	492,842		455,692
Inventories	403,234		379,625
Prepaid expenses	50,064		69,231
Refundable and deferred income taxes	8,493		20,342
Total current assets	1,448,123		1,274,265
Property, plant and equipment, net	522,424		525,640
Goodwill and other assets	639,624		584,138
	$	2,610,171	$	2,384,043
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	949	$	895
Notes payable to banks	197		853
Accounts payable	216,104		170,888
Accrued expenses	187,732		178,834
Dividend payable	8,478		8,455
Total current liabilities	413,460		359,925
Long-term debt, excluding current installments	754,202		755,584
Other long-term liabilities	289,914		266,233
Shareholders’ equity	1,152,595		1,002,301
	$	2,610,171	$	2,384,043

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited) and dollars in thousands

	Year to Date			Year to Date
	30-Sep-17			24-Sep-16
Cash flows from operating activities
Net Earnings	$	123,949		$	107,134
Depreciation and Amortization	63,500			61,242
Change in working capital	(47,072		)	(31,596		)
Other	(5,973		)	(9,526		)
Net cash flows from operating activities	134,404			127,254
Cash flows from investing activities
Purchase of property, plant, and equipment	(39,898		)	(42,233		)
Acquisitions, net of cash acquired	(5,362		)	—
Other	3,236			1,114
Net cash flows from investing activities	(42,024		)	(41,119		)
Cash flows from financing activities
Principal payments on long-term borrowings	(658		)	(1,563		)
Purchase of treasury shares	—			(46,581		)
Dividends paid	(25,385		)	(25,604		)
Other	4,072			(8,608		)
Net cash flows from financing activities	(21,971		)	(82,356		)
Effect of exchange rates on cash and cash equivalents	23,133			(3,478		)
Net change in cash and cash equivalents	93,542			301
Cash and cash equivalents - beginning of year	399,948			349,074
Cash and cash equivalents - end of period	$	493,490		$	349,375

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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) restructuring costs, (2) deferred income tax expense from a change in U.K. statutory rate, and (3) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at September 30, 2017, and September 24, 2016, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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.

	Third Quarter Ended Sept. 30, 2017		Diluted earnings per share		Year-to-Date Sept. 30, 2017		Diluted earnings per share
Net earnings attributable to Valmont Industries, Inc. - as reported	$	35,208	$	1.55	$	119,851	$	5.28
Fair market value adjustment, Delta EMD *	395		0.02		395		0.02
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	35,603	$	1.56	$	120,246	$	5.29
Average shares outstanding (000’s) - Diluted			22,751				22,717

	Third Quarter Ended Sept. 24, 2016			Diluted earnings per share			Year-to-Date Sept. 24, 2016			Diluted earnings per share
Net earnings attributable to Valmont Industries, Inc. - as reported	$	28,173		$	1.24		$	103,168		$	4.54
Restructuring expenses	5,065			0.22			5,065			0.22
Fair market value adjustment, Delta EMD *	(65		)	—			970			0.04
Total pre-tax adjustments	$	33,173		$	1.46		$	109,203		$	4.80
Tax effect of adjustments	(1,545		)	(0.07		)	(1,545		)	(0.07		)
Deferred tax expense - Change in U.K. rate	1,860			0.08			1,860			0.08
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	33,488		$	1.48		$	109,518		$	4.82
Average shares outstanding (000’s) - Diluted				22,659						22,741

* The mark-to-market adjustment for Delta EMD shares is not tax deductible.

Operating Income Reconciliation	Third Quarter Ended Sept. 24, 2016			Year-to-Date Sept. 24, 2016
Operating income - as reported	$	53,240		$	187,411
Restructuring expenses	5,065			5,065
Adjusted Operating Income	58,305			192,476
Net Sales	610,247			1,847,101
Operating Income as a % of Sales	8.7		%	10.1		%
Adjusted Operating Income as a % of Sales	9.6		%	10.4		%

END

EX-99.2

Exhibit 99.2

Third 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 12% with increases in all segments except Energy and Mining Operating income grew 13% (2.7% adjusted) Operating income as a percent of sales is 8.8% in 2017 compared to 8.7% in 2016 (9.6% adjusted) GAAP Diluted earnings per share increase 25% from $1.24 to $1.55, adjusted diluted EPS increase 5.4% from $1.48 to $1.56 Fiscal 2017 guidance of between $6.90 to $7.04 per diluted share. Previous guidance $7.06 per diluted share2 2017 Third 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. See reconciliation of adjusted (non-GAAP) and GAAP operating income and diluted earnings per share 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 $221.5 $203.2 9.0% Utility Support Structures 179.8 150.6 19.4% Coatings 82.6 70.1 17.8% Energy & Mining 79.8 81.5 (2.1%) Irrigation 147.4 127.8 15.3% Intersegment Sales (30.3) (23.0) NM Net Sales $680.8 $610.2 11.6% Operating Income $59.9 $53.2 12.6% Adjusted Operating Income* $59.9 $58.3 2.7% Net Income $35.2 $28.2 24.8% Adjusted Net Income* $35.6 $33.5 6.3% Diluted Earnings Per Share (EPS) $1.55 $1.24 25.0% Adjusted Diluted (EPS) $1.56 $1.48 5.4% Third 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 3Q 2017 Operating Income 3Q 2016 Increase (Decrease) Operating Income % 3Q 2017 Operating Income % 3Q 2016 Engineered SupportStructures $16.2 $20.3 (20.2%) 7.3% 10.0% Utility Support Structures 22.1 16.2 36.4% 12.3% 10.8% Coatings 14.6 11.7 24.8% 17.6% 16.7% Energy & Mining 1.4 3.9 (64.1%) 1.8% 4.8% Irrigation 18.2 15.3 19.0% 12.3% 12.0% LIFO adjustment (1.6) (2.1) NM Corporate (11.0) (12.1) 9.1% Consolidated Operating Income $59.9 $53.2 12.6% 8.8% 8.7% Financial Highlights – Operating Income GAAP

6 U.S. Dollars in millions AdjustedOperating Income 3Q 2017* Adjusted Operating Income 3Q 2016* Increase (Decrease) Operating Income % 3Q 2017 Operating Income % 3Q 2016 Engineered SupportStructures $16.2 $20.9 (22.5%) 7.3% 10.3% Utility Support Structures 22.1 16.7 32.3% 12.3% 11.1% Coatings 14.6 12.3 18.7% 17.6% 17.6% Energy & Mining 1.4 5.5 (74.5%) 1.8% 6.7% Irrigation 18.2 15.3 19.0% 12.3% 12.0% LIFO adjustment (1.6) (2.1) NM Corporate (11.0) (10.3) (6.8%) Consolidated Operating Income $59.9 $58.3 2.7% 8.8% 9.6% Financial Highlights – Operating Income Adjusted* * 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 Revenue $193.1 Volume 15.9 Pricing/Mix (3.5) Acquisitions 1.6 Currency Translation 2.7 2017 Revenue $209.8 Lower traffic and lighting sales in North America, lack of announced infrastructure spending plan. European markets show signs of stabilizing. Wireless communication sales remain firm Increased highway safety product volumes in Asia Pacific Margin compression due to lagging recovery of materials inflation and unfavorable sales mix $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. * $16.2 $20.3 $20.9 $- $10 $20 $30 Operating Income 2017 2016 2016 Adj $209.8 $193.1 $- $50 $100 $150 $200 $250 Revenue 2017 2016

8 Utility Support Structures Segment 2016 Revenue $150.4 Volume 1.6 Pricing/Mix 26.5 Acquisitions - Currency Translation - 2017 Revenue $178.5 Sales increased in both steel and concrete in North America. Increased pricing to reflect higher steel costs Some Q3 volume shift due to hurricanes Operating income increased due to price recovery and favorable mix Valmont structures endured Florida hurricanes very well – no failures $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. * $22.1 $16.2 $16.7 $- $5 $10 $15 $20 $25 Operating Income 2017 2016 2016 Adj $178.5 $150.4 $50 $75 $100 $125 $150 $175 $200 Revenue 2017 2016

9 Coatings Segment 2016 Revenue $60.0 Volume 1.5 Pricing/Mix 5.6 Acquisitions - Currency Translation 0.6 2017 Revenue $67.7 Sales and volumes increase, pricing better matched to costs Greater sales mix of intercompany activity helped volume loading of plants Improved profitability due to price recovery and operational gains following restructuring $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. * $14.6 $11.7 $12.3 $- $5 $10 $15 $20 Operating Income 2017 2016 2016 Adj $67.7 $60.0 $- $20 $40 $60 $80 Revenue 2017 2016

10 Energy and Mining Segment 2016 Revenue $81.2 Volume (6.9) Pricing/Mix 2.0 Acquisitions - Currency Translation 3.4 2017 Revenue $79.7 Revenue modestly lower than last year Operating income decreased from less favorable steel cost environment in mining consumables business $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. * $1.4 $3.9 $5.5 $- $1 $2 $3 $4 $5 $6 $7 Operating Income 2017 2016 2016 Adj $79.7 $81.2 $50 $60 $70 $80 $90 Revenue 2017 2016

11 Irrigation Segment 2016 Revenue $125.5 Volume 17.6 Pricing/Mix 1.1 Acquisitions - Currency Translation 0.9 2017 Revenue $145.1 Solid international organic and project growth North America markets exhibit traditional Q3 profile Higher operating income from strong international demand and favorable operational performance $ in millions * See reconciliation of GAAP operating income and diluted EPS to adjusted (non-GAAP) figures at the end of this presentation. * $18.2 $15.3 $15.3 $12 $16 $20 Operating Income 2017 2016 2016 Adj $145.1 $125.5 $110 $120 $130 $140 $150 Revenue 2017 2016

Free Cash Flow 12 2017 2016 Operating Cash Flow $134.4 $127.3 CapEx (39.9) (42.2) Free Cash Flows $94.5 $85.1 Net Earnings $119.9 $103.2 Free Cash Flows to Net Earnings 0.79 0.82 Stated Goal – Free Cash Flow 1.0X Net Earnings Free cash flow to net earnings expected to be near 1.0X for 2017 Dependent to an extent on inventory buying opportunities related to price fluctuations Dollars in Millions

3Q 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 $95M YTD Cash At 9/30/2017 $493M ($370M Ex. US) Total Debt $755M Debt/Adjusted EBITDA* 2.19 Adjusted S&P BBB+ Stable Moody’s Baa3 Stable * See the Company’s calculation at end of presentation. Debt Maturities – in Millions

Calculation of Adjusted EBITDA & Leverage Ratio 14 Last 4 fiscal quarters (September 25, 2016 to September 30, 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 9/30/2017 Net earnings attributable to Valmont Industries, Inc. $189,915 Interest expense 44,445 Income tax expense 42,666 Depreciation and amortization expense 84,674 EBITDA 361,700 Reversal of contingent liability (16,591) Impairment of property, plant, and equipment 481 Adjusted EBITDA $345,590 Interest Bearing Debt $ 755,348 Leverage Ratio 2.19

Summary of Effect of Significant Non-recurring Items on Reported Results 15 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) restructuring costs, (2) deferred income tax expense from a change in U.K. statutory rate, and (3) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at September 30, 2017, and September 24, 2016, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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. Third Quarter Ended Sept. 30, 2017 Diluted earnings per share Year-to-Date Sept. 30, 2017 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 35,208 $ 1.55 $ 119,851 $ 5.28 Fair market value adjustment, Delta EMD * 395 0.02 395 0.02 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 35,603 $ 1.56 $ 120,246 $ 5.29 Average shares outstanding (000's) - Diluted 22,751 22,717 Third Quarter Ended Sept. 24, 2016 Diluted earnings per share Year-to-Date Sept. 24, 2016 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 28,173 $ 1.24 $ 103,168 $ 4.54 Restructuring expenses 5,065 0.22 5,065 0.22 Fair market value adjustment, Delta EMD * (65) - 970 0.04 Total pre-tax adjustments $ 33,173 $ 1.46 $ 109,203 $ 4.80 Tax effect of adjustments (1,545) (0.07) (1,545) (0.07) Deferred tax expense - Change in U.K. rate 1,860 0.08 1,860 0.08 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 33,488 $ 1.48 $ 109,518 $ 4.82 Average shares outstanding (000's) - Diluted 22,659 22,741

16 Summary of Effect of Significant Non-recurring Items on Reported Results For the Third Quarter Ended Sept. 24, 2016 Operating Income Reconciliation Operating Income- As Reported Restructuring expenses - before tax Adjusted Operating Income Net Sales Engineered Support Structures $ 20,323 $ 587 $ 20,910 $ 203,184 Op Inc. & Adjusted Op Inc. as a % of Sales 10.0% 10.3% Utility Support Structures 16,195 528 16,723 150,667 Op Inc. & Adjusted Op Inc. as a % of Sales 10.7% 11.1% Energy & Mining 3,941 1,610 5,551 81,552 Op Inc. & Adjusted Op Inc. as a % of Sales 4.8% 6.8% Coatings 11,696 545 12,241 70,082 Op Inc. & Adjusted Op Inc. as a % of Sales 16.7% 17.5% Irrigation 15,308 - 15,308 127,809 Op Inc. & Adjusted Op Inc. as a % of Sales 12.0% 12.0% Corporate/LIFO (14,223) 1,795 (12,428) Consolidated Results $ 53,240 $ 5,065 58,305 $ 610,247 Op Inc. & Adjusted Op Inc. as a % of Sales 8.7% 9.6%

17 Summary of Effect of Significant Non-recurring Items on Reported Results VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share amounts) (unaudited) Third Quarter Year-to-Date 13 Weeks Ended 39 Weeks Ended 30-Sep-17 24-Sep-16 30-Sep-17 24-Sep-16 Net sales $ 680,779 $ 610,247 $ 2,030,989 $ 1,847,101 Cost of sales 517,185 455,224 1,519,510 1,355,992 Gross profit 163,594 155,023 511,479 491,109 Selling, general and administrative expenses 103,671 101,783 308,764 303,698 Operating income 59,923 53,240 202,715 187,411 Other income (expense) Interest expense (11,190) (11,100) (33,312) (33,276) Interest income 1,311 771 3,205 2,290 Investment gain (loss) 544 1,455 2,935 591 Other (27) (577) (1,251) (140) (9,362) (9,451) (28,423) (30,535) Earnings before income taxes 50,561 43,789 174,292 156,876 Income tax expense 13,895 14,268 50,343 49,742 Net earnings 36,666 29,521 123,949 107,134 Less: Earnings attributable to non-controlling interests (1,458) (1,348) (4,098) (3,966) Net earnings attributable to Valmont Industries, Inc. $ 35,208 $ 28,173 $ 119,851 $ 103,168 Average shares outstanding (000's) - Basic 22,527 22,505 22,505 22,602 Earnings per share - Basic $ 1.56 $ 1.25 $ 5.33 $ 4.56 Average shares outstanding (000's) - Diluted 22,751 22,659 22,717 22,741 Earnings per share - Diluted $ 1.55 $ 1.24 $ 5.28 $ 4.54 Cash dividends per share $ 0.375 $ 0.375 $ 1.125 $ 1.125 -more- VALMONT INDUSTRIES, INC. AND SUBSIDIARIES SUMMARY OPERATING RESULTS (Dollars in thousands) (unaudited) Third Quarter Year-to-Date 13 Weeks Ended 39 Weeks Ended 30-Sep-17 24-Sep-16 30-Sep-17 24-Sep-16 Net sales Engineered Support Structures $ 221,508 $ 203,184 $ 619,647 $ 584,071 Utility Support Structures 179,760 150,667 538,994 446,432 Energy and Mining 79,755 81,552 234,934 234,693 Coatings 82,593 70,082 235,842 213,961 Infrastructure products 563,616 # 505,485 1,629,417 1,479,157 Irrigation 147,428 127,809 502,939 438,575 Less: Intersegment sales (30,265) (23,047) (101,367) (70,631) Total $ 680,779 $ 610,247 $ 2,030,989 $ 1,847,101 Operating Income Engineered Support Structures $ 16,226 $ 20,323 $ 45,683 $ 53,615 Utility Support Structures 22,108 16,195 65,005 48,201 Energy & Mining 1,417 3,941 9,195 9,096 Coatings 14,577 11,696 36,091 37,220 Infrastructure products 54,328 # 52,155 155,974 148,132 Irrigation 18,235 15,308 83,196 75,216 Adjustment to LIFO method of inventory valuation (1,626) (2,066) (2,839) (3,192) Corporate (11,014) (12,157) (33,616) (32,745) Total $ 59,923 $ 53,240 $ 202,715 $ 187,411 Valmont has aggregated its business segments into five reportable segments as follows. Engineered Support Structures: This segment consists of the manufacture of engineered metal structures and components for global lighting and traffic, wireless communication, and roadway safety. Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry. Energy and Mining: This segment includes the manufacture of access systems applications, forged steel grinding media, and offshore oil and gas and wind energy structures; 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. -more- VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (unaudited) 30-Sep-17 24-Sep-16 ASSETS Current assets: Cash and cash equivalents $ 493,490 $ 349,375 Accounts receivable, net 492,842 455,692 Inventories 403,234 379,625 Prepaid expenses 50,064 69,231 Refundable and deferred income taxes 8,493 20,342 Total current assets 1,448,123 1,274,265 Property, plant and equipment, net 522,424 525,640 Goodwill and other assets 639,624 584,138 $ 2,610,171 $ 2,384,043 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 949 $ 895 Notes payable to banks 197 853 Accounts payable 216,104 170,888 + Accrued expenses 187,732 178,834 Dividend payable 8,478 8,455 Total current liabilities 413,460 359,925 Long-term debt, excluding current installments 754,202 755,584 Other long-term liabilities 289,914 266,233 Shareholders' equity 1,152,595 1,002,301 $ 2,610,171 $ 2,384,043 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) and dollars in thousands Year to Date Year to Date 30-Sep-17 24-Sep-16 Cash flows from operating activities Net Earnings $ 123,949 $ 107,134 Depreciation and Amortization 63,500 61,242 Change in working capital (47,072) (31,596) Other (5,973) (9,526) Net cash flows from operating activities 134,404 127,254 Cash flows from investing activities Purchase of property, plant, and equipment (39,898) (42,233) Acquisitions, net of cash acquired (5,362) - Other 3,236 1,114 Net cash flows from investing activities (42,024) (41,119) Cash flows from financing activities Principal payments on long-term borrowings (658) (1,563) Purchase of treasury shares - (46,581) Dividends paid (25,385) (25,604) Other 4,072 (8,608) Net cash flows from financing activities (21,971) (82,356) Effect of exchange rates on cash and cash equivalents 23,133 (3,478) Net change in cash and cash equivalents 93,542 301 Cash and cash equivalents - beginning of year 399,948 349,074 Cash and cash equivalents - end of period $ 493,490 $ 349,375 -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) restructuring costs, (2) deferred income tax expense from a change in U.K. statutory rate, and (3) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at September 30, 2017, and September 24, 2016, (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. 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. Third Quarter Ended Sept. 30, 2017 Diluted earnings per share Year-to-Date Sept. 30, 2017 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 35,208 $ 1.55 $ 119,851 $ 5.28 Fair market value adjustment, Delta EMD * 395 0.02 395 0.02 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 35,603 $ 1.56 $ 120,246 $ 5.29 Average shares outstanding (000's) - Diluted 22,751 22,717 Third Quarter Ended Sept. 24, 2016 Diluted earnings per share Year-to-Date Sept. 24, 2016 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported $ 28,173 $ 1.24 $ 103,168 $ 4.54 Restructuring expenses 5,065 0.22 5,065 0.22 Fair market value adjustment, Delta EMD * (65) - 970 0.04 Total pre-tax adjustments $ 33,173 $ 1.46 $ 109,203 $ 4.80 Tax effect of adjustments (1,545) (0.07) (1,545) (0.07) Deferred tax expense - Change in U.K. rate 1,860 0.08 1,860 0.08 Net earnings attributable to Valmont Industries, Inc. - Adjusted $ 33,488 $ 1.48 $ 109,518 $ 4.82 Average shares outstanding (000's) - Diluted 22,659 22,741 * The mark-to-market adjustement for Delta EMD shares is not tax deductible. Operating Income Reconciliation Third Quarter Ended Sept. 24, 2016 Year-to-Date Sept. 24, 2016 Operating income - as reported $ 53,240 $ 187,411 Restructuring expenses 5,065 5,065 Adjusted Operating Income 58,305 192,476 Net Sales 610,247 1,847,101 Operating Income as a % of Sales 8.7% 10.1% Adjusted Operating Income as a % of Sales 9.6% 10.4% END