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

June 29, 2019

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	VMI	NYSE

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 23, 2019 announcing its financial results for the company’s quarter ended June 29, 2019.  The press release, along with the slide presentation to be used during its earnings call on July 24, 2019, 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 23, 2019.
99.2	Presentation Slides for Earnings call on July 24, 2019.

EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 23, 2019.
99.2	Presentation Slides for Earnings call on July 24, 2019.

2

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 23, 2019
	By:	/s/ Mark Jaksich
		Name: Mark Jaksich
		Title:Executive Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

News Release		For Immediate Release
Contact:	Renee Campbell	July 23, 2019
	402-963-1057

Valmont Reports Second Quarter 2019 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 financial results for the second quarter ended June 29, 2019.

Second Quarter 2019 Highlights (metrics compared to second quarter 2018 unless otherwise noted)

·Revenues grew 2.7% to $700.9 million; excluding a 2.0% unfavorable currency impact and revenue from the divested grinding media business of $4.7 million, sales would have increased 5.5%1

·Operating income remained flat at $63.7 million or 9.1% of sales, compared to $63.7 million or 9.3% of sales ($70.7 million adjusted1 or 10.4% of sales)

·Diluted Earnings per Share of $1.90 compared to $1.46 ($1.98 adjusted1) last year; 2019 results included pre-tax expenses of approximately $6.0 million ($4.3 million after-tax and $0.20 per share) related to certain non-recurring items impacting the Utility Support Structures and Coatings segments

·Operating cash flows grew to $105 million, a significant increase compared to 2018, and the highest second quarter level since 2013

·Repurchased 236,300 shares of company stock for $28.9 million, at an average price of $122.41 per share

·Completed the acquisition of Connect-It Wireless in the Engineered Support Structures segment, advancing strategies of geographic expansion and market growth

·Revising EPS guidance range to $8.10 to $8.70 from $8.30 to $8.90, due to the non-recurring expenses that occurred during the second quarter

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

Key Financial Metrics

Second Quarter 2019

	GAAP								Adjusted1
	6/29/2019 2Q 2019			6/30/2018 2Q 2018			vs. 2Q 2019		6/29/2019 2Q 2019			6/30/2018 2Q 2018			vs. 2Q 2019
Net Sales	$	700,871		$	682,405		2.7	%	$	700,871		$	682,405		2.7	%
Operating Income	63,712			$	63,670		0.1	%	63,712			$	70,689		(9.9	)%
Operating Income as a % of Net Sales	9.1		%	9.3		%			9.1		%	10.4		%
Net Earnings	41,397			32,960			25.6	%	41,397			44,709			(7.4	)%
Diluted Earnings Per Share	$	1.90		$	1.46		30.1	%	$	1.90		$	1.98		(4.0	)%
Average Shares Outstanding	21,831			22,573

YTD 2019

	GAAP								Adjusted1
	06/29/2019 YTD 2019			06/30/2018 YTD 2018			vs. YTD 2019		06/29/2019 YTD 2019			06/30/2018 YTD 2018			vs. YTD 2019
Net Sales	$	1,393,010		$	1,381,089		0.9	%	$	1,393,010		$	1,381,089		0.9	%
Operating Income	118,816			127,630			(6.9	)%	118,816			139,049			(14.6	)%
Operating Income as a % of Net Sales	8.5		%	9.2		%			8.5		%	10.1		%
Net Earnings	77,878			72,241			7.8	%	77,878			87,315			(10.8	)%
Diluted Earnings Per Share	$	3.56		$	3.18		11.9	%	$	3.56		$	3.84		(7.3	)%
Average Shares Outstanding	21,897			22,684

“We had a good quarter across the majority of our businesses, despite substantial, unfavorable comparisons in the Irrigation segment, and we exceeded last year’s performance after excluding non-recurring expenses”, said Stephen G. Kaniewski, President and Chief Executive Officer.  “Sales growth was led by robust transportation and wireless communication demand, particularly in North America markets, revenue from acquisitions, and favorable pricing across the portfolio. We experienced favorable demand in three of our four segments. Strong order flow in Engineered Support Structures accelerated during the quarter, increasing backlogs and significantly extending lead times, demonstrating market strength. Utilities Support Structures saw continued investments in grid hardening and modernization, while Coatings benefited from general economic growth and revenue from recent acquisitions. Lower sales in Irrigation, coupled with lower profitability in the international portion of our Utility business, led to overall results that were below our expectations. We were pleased to have generated strong, second quarter operating cash flows of $105 million, due to our lean efforts and receipt of a project downpayment.”

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

2 Excludes additional acquisitions in 2019

Second Quarter 2019 Segment Review

Infrastructure

Engineered Support Structures Segment (36.9% of Sales)

Poles, towers and components for the global lighting, traffic and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products

Sales of $258.7 million increased 3.2% compared to last year.  Higher volumes in North America markets, favorable pricing across the segment, and revenue from acquisitions, drove sales growth. In international markets, sales were lower. Excluding a 3.5% unfavorable currency impact, segment sales would have increased by 6.7%1.

In North America, lighting and traffic sales were higher, driven by pricing and continued strong market demand. In Europe, sales decreased due to lower volumes across the region. Sales of highway safety products were also lower, from a pause in government spending ahead of elections in Australia and India.

Wireless communication and components sales increased 20% globally compared to last year. Strong demand in North America markets was led by carriers’ ongoing buildout of 4G networks, and 5G site preparation. Sales growth was driven by higher volumes, and revenues from recent acquisitions.

During the quarter, the Company completed the acquisition of Connect-It Wireless, a U.S. distributor of wireless site components.

Sales of Access Systems products of $29.7 million were slightly below last year, in part due to unfavorable currency translation.

Operating income was $20.8 million or 8.1% of sales compared to $13.0 million, or 5.2% of sales ($18.4 million or 7.3% adjusted1). The improvement was due to benefits from the 2018 operational transformation efforts, primarily in the Asia Pacific region, and pricing discipline across the segment. As expected, segment profitability was pressured from effects of the March flooding event, the impact of which has extended into the second and third quarters. Insurance recovery for property and business interruption is in process, and the Company expects to receive reimbursement in the second half of 2019.

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

2 Excludes additional acquisitions in 2019

Utility Support Structures Segment (29.9% of Sales)

Steel and concrete structures for global utility transmission, distribution and generation applications, renewable energy generation equipment, and inspection services

Revenues of $209.8 million increased 6.1% compared to last year, led by sales from acquisitions completed last year, and favorable pricing in bid markets.

Operating income was $16.0 million or 7.6% of sales compared to $20.8 million, or 10.6% of sales ($22.3 million or 11.3% adjusted1) in 2018. Pricing actions and improved factory performance in North America, were more than offset by approximately $5.0 million of lower profitability from the international portion of the utility business compared to last year, and approximately $3.0 million in one-time expenses related to the completion of a multi-year customer accommodation from 2015 that will not repeat.

Coatings Segment (14.0% of Sales)

Global galvanizing, painting and anodizing services to preserve and protect metal products

Global sales of $98.4 million grew 7.5% versus prior year from higher revenues across all regions, led by sales from recent acquisitions and pricing discipline. Excluding a 1.9% unfavorable currency impact, sales would have increased 9.4%1.

Operating income was $15.1 million or 15.3% of sales, compared to $14.9 million or 16.2% of sales in 2018, led by pricing improvements and acquisitions. Excluding approximately $3.0 million of one-time expenses associated with a legal settlement, operating income would have been $18.1 million, or 18.4% of sales.

Agriculture

Irrigation Segment (22.1% of Sales)

Agricultural irrigation equipment, parts, services and tubular products, water management solutions, and technology for precision agriculture

Global sales of $155.2 million were 4.8% lower than last year. Excluding a 1.5% unfavorable currency impact, sales would have decreased 3.3%1.

North America sales of $102.8 million were 9.7% below 2018 sales of $113.9 million. Adverse weather conditions and continued low net farm income levels are weighing on farmer sentiment and

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

2 Excludes additional acquisitions in 2019

demand. Pricing discipline, a more favorable product mix, and higher technology sales, were offset by lower volumes.

International irrigation sales of $52.4 million were 6.7% higher compared to last year, driven by stronger demand in Brazil and the EMEA region, partially offset by unfavorable currency impacts.

Segment operating income was $21.5 million, or 13.9% of sales, compared to $27.7 million, or 17.0% of sales in 2018. Pricing discipline was more than offset by lower volumes and factory deleverage.

2019 Outlook

2019 Full Year Financial Outlook	Previous Outlook	Revised Outlook
Diluted Earnings per Share	$8.30 - $8.90	$8.10 - $8.70
Revenue Growth2	7 % - 8%	6 % - 7%
Operating Margin Improvement	20 - 50 bps	10 - 40 bps
Global Effective Tax Rate	~ 25%	No Change
Capital Expenditures	$90 - $100 million	No Change

“The non-recurring expenses recognized during the second quarter have led to a revised outlook for full-year operating margin improvement and earnings per share”, said Kaniewski. “While North American irrigation markets have remained challenged by low net farm income levels and weather conditions, we are seeing signs that the market is stabilizing. However, international irrigation project demand is below our expectations for the year. This, combined with a stronger U.S. dollar, is resulting in a downward revision to revenue growth for 2019. Despite the lower international irrigation demand, we are encouraged by record order flow in Brazil as the government financing program there was finalized earlier this month. We are also seeing steady activity in the Central Europe and Middle East regions.”

Kaniewski continued, “We expect margin improvement in the Engineered Support Structures and Utility Support Structures segments in the second half of 2019 when compared to 2018, and compared to the first half of 2019. North American transportation market demand is expected to remain strong, as evidenced by robust order flow that has extended industry lead times, signaling market strength. Globally, wireless communication markets continue to build on the momentum of 5G and small cell opportunities, and we are seeing a more positive market environment in the Asia Pacific

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

2 Excludes additional acquisitions in 2019

region from post-election government investments in road safety. We continue to have record backlog in Utility Support Structures, supported by the large, multi-year order we announced last quarter, and incremental demand this year from grid hardening efforts, particularly in the western and southeast regions of the U.S. Firm demand across all regions supports a favorable outlook in our Coatings business. Additionally, we expect our cash flows to strengthen in the second half of the year, and remain committed to our free cash flow goal of at least 1x net earnings for the year.”

A live audio discussion with Stephen G. Kaniewski, President and Chief Executive Officer, and Mark C. Jaksich, Executive Vice President and Chief Financial Officer, will be accessible by telephone on Wednesday, July 24, 2019 at 8:00 a.m. CDT by dialing 1-877-407-6184 or 1-201-389-0877 (no Conference ID needed), or via webcast by pointing browsers to this link: Valmont Industries Q2 2019 Earnings Conference Call A slide presentation will simultaneously be available for download on the Investors page at www.valmont.com. A replay of the event can be accessed two hours after the call at the above link or by telephone at 1-877-660-6853 or 1-201-612-7415. Please use conference identification number 13684639. The replay will be available through 10:59 p.m. CDT on July 31, 2019.

About Valmont Industries, Inc.

Valmont is a global leader, designing and manufacturing 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 and services 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.

Concerning Forward-Looking Statements

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

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

2 Excludes additional acquisitions in 2019

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 sales, operating income, net earnings and EPS to Adjusted figures at end of document

2 Excludes additional acquisitions in 2019

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
	29-Jun-19			30-Jun-18			29-Jun-19			30-Jun-18
Net sales	$	700,871		$	682,405		$	1,393,010		$	1,381,089
Cost of sales	520,457			507,406			1,047,467			1,036,850
Gross profit	180,414			174,999			345,543			344,239
Selling, general and administrative expenses	116,702			111,329			226,727			216,609
Operating income	63,712			63,670			118,816			127,630
Other income (expense)
Interest expense	(10,117		)	(11,791		)	(19,995		)	(22,865		)
Interest income	1,036			1,446			1,846			2,713
Gain on investments (unrealized)	1,520			250			4,352			78
Loss from divestiture of grinding media business (Donhad)	—			(6,084		)	—			(6,084		)
Other	156			1,594			1,170			625
	(7,405		)	(14,585		)	(12,627		)	(25,533		)
Earnings before income taxes	56,307			49,085			106,189			102,097
Income tax expense	13,961			14,405			26,388			26,937
Net earnings	42,346			34,680			79,801			75,160
Less: Earnings attributable to non-controlling interests	(949		)	(1,720		)	(1,923		)	(2,919		)
Net earnings attributable to Valmont Industries, Inc.	$	41,397		$	32,960		$	77,878		$	72,241
Average shares outstanding (000’s) - Basic	21,734			22,438			21,810			22,523
Earnings per share - Basic	$	1.90		$	1.47		$	3.57		$	3.21
Average shares outstanding (000’s) - Diluted	21,831			22,573			21,897			22,684
Earnings per share - Diluted	$	1.90		$	1.46		$	3.56		$	3.18
Cash dividends per share	$	0.375		$	0.375		$	0.750		$	0.750

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

	Second Quarter						Year-to-Date
	13 Weeks Ended						26 Weeks Ended
	29-Jun-19			30-Jun-18			29-Jun-19			30-Jun-18
Net sales
Engineered Support Structures	$	258,748		$	250,711		$	489,036		$	475,665
Utility Support Structures	209,829			197,719			453,751			407,581
Coatings	98,406			91,572			185,185			176,519
Infrastructure products	566,983			540,002			1,127,972			1,059,765
Irrigation	155,185			162,936			308,001			350,889
Other	—			4,681			—			23,080
Less: Intersegment sales	(21,297		)	(25,214		)	(42,963		)	(52,645		)
Total	$	700,871		$	682,405		$	1,393,010		$	1,381,089
Operating Income
Engineered Support Structures	$	20,882		$	12,965		$	33,327		$	19,912
Utility Support Structures	16,033			20,841			41,081			44,208
Coatings	15,032			14,868			25,172			26,735
Infrastructure products	51,947			48,674			99,580			90,855
Irrigation	21,530			27,728			41,664			61,615
Other	—			(334		)	—			(913		)
Adjustment to LIFO inventory valuation method	2,238			(1,651		)	2,740			(2,732		)
Corporate	(12,003		)	(10,747		)	(25,168		)	(21,195		)
Total	$	63,712		$	63,670		$	118,816		$	127,630

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

Engineered Support Structures: This segment consists of the manufacture of engineered metal and composite poles, towers, and components for global lighting, traffic, and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products.

Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the global utility transmission, distribution, and generation applications, renewable energy generation equipment, and inspection services.

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

Irrigation: This segment consists of the global manufacture of agricultural irrigation equipment, parts, services, tubular products, water management solutions, and technology for precision agriculture.

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 and is reported in the “  Other”  category until its divestiture.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	29-Jun-19		29-Dec-18
ASSETS
Current assets:
Cash and cash equivalents	$	256,944	$	313,210
Accounts receivable, net	507,061		483,963
Inventories	406,546		383,566
Contract asset - costs and profits in excess of billings	123,926		112,525
Prepaid expenses	44,942		42,800
Refundable income taxes	8,579		4,576
Total current assets	1,347,998		1,340,640
Property, plant and equipment, net	543,557		513,992
Goodwill and other assets	820,184		675,642
	$	2,711,739	$	2,530,274
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	774	$	779
Notes payable to banks	20,375		10,678
Accounts payable	228,137		218,115
Accrued expenses	239,886		171,233
Dividend payable	8,129		8,230
Total current liabilities	497,301		409,035
Long-term debt, excluding current installments	765,558		741,822
Other long-term liabilities	321,866		243,894
Shareholders’ equity	1,127,014		1,135,523
	$	2,711,739	$	2,530,274

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

	YTD			YTD
	29-Jun-19			30-Jun-18
Cash flows from operating activities
Net Earnings	$	79,801		$	75,160
Depreciation and amortization	40,583			41,657
Impairment of long-lived assets	—			2,791
Loss from divestiture of grinding media business	—			6,084
Contribution to defined benefit pension plan	(13,682		)	(731		)
Change in working capital	7,676			(73,192		)
Other	(941		)	1,889
Net cash flows from operating activities	113,437			53,658
Cash flows from investing activities
Purchase of property, plant, and equipment	(49,310		)	(31,816		)
Proceeds from sale of assets	466			64,393
Acquisitions	(81,841		)	(9,300		)
Other	15,077			783
Net cash flows from investing activities	(115,608		)	24,060
Cash flows from financing activities
Proceeds from long-term borrowings	31,000			237,641
Proceeds from short-term borrowings	9,886			130
Principal payments on long-term borrowings	(10,386		)	(495		)
Purchase of treasury shares	(38,350		)	(43,999		)
Purchase of noncontrolling interest	(27,845		)	(5,510		)
Dividends paid	(16,425		)	(17,003		)
Other	(3,542		)	(5,699		)
Net cash flows from financing activities	(55,662		)	165,065
Effect of exchange rates on cash and cash equivalents	1,567			(13,000		)
Net change in cash and cash equivalents	(56,266		)	229,783
Cash and cash equivalents - beginning of year	313,210			492,805
Cash and cash equivalents - end of period	$	256,944		$	722,588

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 and related asset impairment costs and (2) the loss from divestiture of its grinding media business, (b) operating income of (1) restructuring and related asset impairment costs and (c) segment operating income for this same category of expense. 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.

	Thirteen weeks ended June 30, 2018			Diluted earnings per share			Twenty-six Weeks Ended June 30, 2018			Diluted earnings per share
Net earnings attributable to Valmont Industries, Inc. - as reported	$	32,960		$	1.46		$	72,241		$	3.18
Restructuring and related asset impairment costs - pre-tax	7,019			0.31			11,419			0.50
Loss from divestiture of grinding media business, pre-tax	6,084			0.27			6,084			0.27
Total Adjustments	13,103			0.58			17,503			0.77
Tax effect of adjustments *	(1,354		)	(0.06		)	(2,429		)	(0.11		)
Net earnings attributable to Valmont Industries, Inc. - Adjusted	$	44,709		$	1.98		$	87,315		$	3.84
Average shares outstanding (000’s) - Diluted				22,573						22,684

* The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

Operating Income Reconciliation	Thirteen weeks ended June 30, 2018			Twenty-six Weeks Ended June 30, 2018
Operating income - as reported	$	63,670		$	127,630
Restructuring and related asset impairment costs	7,019			11,419
Adjusted Operating Income	$	70,689		$	139,049
Net Sales - as reported	682,405			1,381,089
Operating Income as a % of Sales	9.3		%	9.2		%
Adjusted Operating Income as a % of Sales	10.4		%	10.1		%

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

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

REGULATION G RECONCILIATION (CONTINUED)

For the Second Quarter Ended June 30, 2018

	Engineered			Utility
	Support			Support									Other/
Segment Operating Income Reconciliation	Structures			Structures			Coatings			Irrigation			Corporate
Operating income - as reported	$	12,965		$	20,841		$	14,868		$	27,728		$	(12,732	)
Restructuring and related asset impairment costs	5,419			1,474			—			—			126
Adjusted Operating Income	$	18,384		$	22,315		$	14,868		$	27,728		$	(12,606	)
Net sales	250,711			197,719			91,572			162,936			—
Operating Income as a % of Sales	5.2		%	10.5		%	16.2		%	17.0		%	NM
Adjusted Operating Income as a % of Sales	7.3		%	11.3		%	16.2		%	17.0		%	NM

For the Second Quarter Ended June 29, 2019

	Engineered			Utility
	Support			Support
Calculation of Changes in Net Sales	Structures			Structures			Coatings			Irrigation			TOTAL*
2019 Net Sales, as reported	$	258,748		$	209,829		$	98,406		$	155,185		$	700,871
Currency translation	8,684			1,241			1,786			2,371			14,082
2019 Net Sales, constant currency	$	267,432		$	211,070		$	100,192		$	157,556		$	714,953
2018 Net sales, as reported	$	250,711		$	197,719		$	91,572		$	162,936		$	682,405
Less prior year sales from divested grinding media	—			—			—			—			4,681
2018 Net Sales, adjusted	$	250,711		$	197,719		$	91,572		$	162,936		$	677,724
% Change in Net Sales, as reported	3.2		%	6.1		%	7.5		%	(4.8		)%	2.7		%
% Change in Net Sales, constant currency	6.7		%	6.8		%	9.4		%	(3.3		)%	4.8		%
% of Net Sales, constant currency and divestiture	N/A			N/A			N/A			N/A			5.5		%

*  The sum of the columns will not agree to the Total column due to intersegment sales eliminations.

EX-99.2

Exhibit 99.2

ValmontIndustries,Inc. Second Quarter 2019 Earnings Presentation July 24, 2019

Forward-looking Statement Disclosure 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. 2 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation

2Q 2019 Segment Revenue and Market Drivers TOTAL 2Q 2019 REVENUE: $700.9M 22.1% of Sales MARKET DRIVERS Organic Growth and Acquisitions Support Long-Term Revenue Growth Targets 3 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation • Growth led by North American transportation and wireless communication market demand • Has driven higher backlogs, improved pricing and extended industry lead times • Stronger than expected demand from grid hardening and modernization • Industry lead times extending; capacity additions in existing facilities are underway • Higher sales from general economic demand and pricing discipline • Value-added technology offerings and acquisitions also driving growth • Adverse weather conditions and continued low net farm income levels weighing on farmer sentiment and demand • International sales higher led by Brazil and EMEA region $258.7M Engineered Support Structures 36.9% of Sales $209.8M Utility Support Structures 29.9% of Sales $98.4M Coatings 14.0% of Sales $155.2M Irrigation N.A.: $102.8M | International: $52.4M

2Q 2019 Summary $M, except for per share amounts $1.90 $1.90 1 Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document 4 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Revenue Operating Income Diluted EPS +2.7% 0.0% (9.9%) +30.1% (4.0%) $700.9 $682.4 20192018 $70.7 $63.7 $63.7$63.7 GAAPAdjusted 1 20192018 $1.98 GAAPAdjusted 1 20192018 • Sales growth driven by North American transportation and wireless communication demand, acquisitions, and improved pricing across all segments • Improved profitability in ESS from operational transformation benefits and pricing discipline, offset by lower results in international irrigation and the international portion of Utility Support Structures • Earnings per share growth impacted by one-time expenses of approximately $6.0 million related to certain non-recurring items in the Utility Support Structures and Coatings segments $1.46

2Q Results | Engineered Support Structures ($M) Key Statistics Revenue Operating Income $20.8 $257.5 $246.0 $18.4 2019 2018 2019 2018 2018 Adj COMMENTARY • Segment sales growth led by strong demand in North American transportation markets, higher wireless communication and components sales and acquisitions Operating income growth driven by 2018 operational transformation efforts and pricing discipline Completed the acquisition of Connect-It Wireless, a Florida-based distributor of wireless site components • • Note: Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document; 1 Net sales after intersegment eliminations 5 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation $13.0 2018 Revenue1 $246.0 5.6 8.1 6.5 (8.7) Volume Pricing/Mix Acquisitions Currency Translation 2019 Revenue1 $257.5

2Q Results | Utility Support Structures ($M) Key Statistics Revenue Operating Income $209.1 $196.5 $22.3 $20.8 2019 2018 2019 2018 2018 Adj COMMENTARY • • Higher revenues led by acquisitions completed during the past year and improved pricing in bid markets Profitability was positively impacted by pricing actions and improved factory performance in North America, offset by lower results in the international portion of the business One-time expenses of approximately $3.0 million from the completion of a multi-year accommodation from 2015 that will not repeat • Note: Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document; 1 Net sales after intersegment eliminations 6 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation $16.0 2018 Revenue1 $196.5 (6.2) 9.2 10.8 (1.2) Volume Pricing/Mix Acquisitions Currency Translation 2019 Revenue1 $209.1

2Q Results | Coatings ($M) Key Statistics Revenue Operating Income $81.1 $15.1 $74.5 $14.9 2019 2018 2019 2018 COMMENTARY • • • • Higher global sales led by general economic growth, recent acquisitions and pricing discipline Improved pricing and acquisitions also drove higher profitability One-time expenses of approximately $3.0 million associated with a legal settlement, impacted results Experiencing growth in all served markets and geographies Note: Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document; 1 Net sales after intersegment eliminations 7 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation 2018 Revenue1 $74.5 (6.0) 3.7 10.7 (1.8) Volume Pricing/Mix Acquisitions Currency Translation 2019 Revenue1 $81.1

2Q Results | Irrigation ($M) Key Statistics Revenue Total Operating Income $27.7 $111.6 $100.8 North America International 2018 2019 2018 2019 COMMENTARY • North American sales decreased due to adverse weather, including a very wet spring, and continued low net farm income levels International sales growth led by stronger demand in Brazil and the EMEA region Benefits of pricing discipline were more than offset by lower volumes and factory deleverage 2019 year-to-date technology sales are $25.9M, calculated as a subset of total segment revenue • • • Note: Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document; 1 Net sales after intersegment eliminations 8 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation $52.4 $49.1 $21.5 2018 Revenue1 $160.7 (6.2) 0.6 0.5 (2.4) Volume Pricing/Mix Acquisitions Currency Translation 2019 Revenue1 $153.2

YTD Cash Flow Highlights 2019 YTD Cash Flow | FCF Reconciliation 9 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Net Cash Flows from Operating Activities $113.4$53.7 (49.3)(31.8) Purchase of Property, Plant & Equipment Free Cash Flows $64.1$21.9 ($M) YTD 6/29/19 YTD 6/30/18 Net Cash Flows from Operating Activities $113.4$53.7 (115.6)24.1 (55.7)165.1 Net Cash Flows from Investing Activities Net Cash Flows from Financing Activities Cash and Debt Highlights $256.9M ($159.3M ex-U.S.) Cash at 06/29/2019 $765.5M Total Long-Term Debt at 06/29/2019

Capital Allocation | A Balanced Approach ($M) 2019 YTD Capital Deployment • 2Q spending driven by 4 factory expansions to support $82 • $82M excludes the purchase of the remaining 20% of • Supported by free cash flows Capital Expenditures Acquisitions Share Repurchases Dividends Aligned with Capital Allocation Commitments Announced in 2014 10 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Returning Cash to Shareholders Growing Our Business $49 $38 $16 Capital Expenditures •Working capital investment to support investments in people, technology and systems strong global market demand •Total CapEx of $90-$100M expected in 2019 Acquisitions •Strategic fit + market expansion •Returns exceeding cost of capital within 3 years the non-controlling interest in Walpar for $23M Share Repurchases •Opportunistic approach •$229.0M remains on current authorization on 6/29/19 Dividends •Payout ratio target: 15% of earnings •Current payout: 20%

2019 Financial Guidance and Key Assumptions 2019 Full Year Financial Outlook and Key Metrics PRIOR CURRENT 1 Additional 2019 acquisitions not included in guidance. 11 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Diluted EPS $8.30 - $8.90 $8.10 - $8.70 Revenue Growth1 7% – 8% 6% – 7% Operating Margin Improvement 20 – 50 bps 10 – 40 bps Global Effective Tax Rate ~25% No Change Capital Expenditures $90M – $100M No Change • • • • • KEY ASSUMPTIONS Revenue growth: evenly divided between organic and completed acquisitions Raw material inflation expected flat to slightly deflationary Unfavorable foreign exchange translation impact ~1.5% of net sales Free cash flow expected to be ~ 1X net earnings ROIC > 10%

InsightsTM Anomaly Detection Valley Example of Insight Leading to Efficiency Aerial View of Field Highest Temperature Higher Temperatures Indicate Potential Lack of Irrigation Lowest Temperature Advancing the Industry by Transforming the Pivot 12 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation •Issue was determined to be a plugged sprinkler nozzle •Problem automatically detected via early season Valley Insights utilizing the Prospera AI algorithm •Problem sprinkler detected two months earlier than traditional flight-based detection service •Grower was able to efficiently dispatch maintenance crew to specific nozzle as opposed to checking entire section of pivot

Summary of 2019 Outlook 01 02 03 04 05 13 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Financial outlook revisions driven by lower international irrigation project demand, non-recurring expenses and FX Continuing a balanced capital allocation strategy, generating strong cash flows Commodity price improvements providing irrigation tailwind; technology sales will continue to grow Expect margin improvement in infrastructure businesses in the second half of 2019 Remain committed to price discipline and price leadership in all segments and markets

APPENDIX 14 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation

Second Quarter and YTD 2019 Financial Summary $M, except for per share amounts 1 Please see Reg G reconciliation of non-GAAP financial measures to GAAP measures at end of the document. 15 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation YTD 2019 YTD 2018 Change $489.0 $475.7 2.8% 453.8 407.6 11.3% 185.2 176.5 4.9% 308.0 350.9 -12.2% - 23.1 (43.0) (52.7) -18.4% $1393.0 $1,381.1 0.9% $118.8 $127.6 -6.9% $118.8 $139.0 -14.5% $77.9 $72.2 7.9% $77.9 $87.3 -10.8% $3.56 $3.18 11.9% $3.56 $3.84 -7.3% Gross Sales 2Q 2019 2Q 2018 Change Engineered Support Structures $258.7 $250.7 3.2% Utility Support Structures 209.8 197.7 6.1% Coatings 98.4 91.6 7.4% Irrigation 155.2 162.9 -4.7% Other - 4.7 Intersegment Sales (21.3) (25.2) -15.5% Net Sales $700.9 $682.4 2.7% Operating Income $63.7 $63.7 0.0% Adjusted Operating Income1 $63.7 $70.7 -9.9% Net Income (loss) $41.4 $33.0 25.5% Adjusted Net Income1 $41.4 $44.7 -7.4% Diluted Earnings (loss) Per Share (EPS) $1.90 $1.46 30.1% Adjusted Diluted (EPS) $1.90 $1.98 -4.0%

Calculation of Adjusted EBITDA & Leverage Ratio 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 (or 3.75X Adjusted EBITDA after certain material acquisitions) of the prior four quarters. See “Leverage Ratio “ below. TTM 29-Jun-19 Net earnings attributable to Valmont Industries, Inc. Interest expense Income tax expense Depreciation and amortization expense EBITDA Impairment of goodwill and intangible assets Cash restructuring expenses Impairment of property, plant and equipment EBITDA from acquisitions (months not owned by Company) Adjusted EBITDA $ 99,988 41,367 42,586 81,754 265,695 15,780 20,403 10,153 5,177 $ 317,208 Debt Leverage Ratio $ 786,707 2.48 16 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation

Summary of Effect of Significant Non-recurring Items on Reported Results 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 and related asset impairment costs and (2) the loss from divestiture of its grinding media business, (b) operating income of (1) restructuring and related asset impairment costs and (c) segment operating income for this same category of expense. 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. 13 Weeks Ended June 30, 2018 Diluted earnings per share 26 Weeks Ended June 30, 2018 Diluted earnings per share Net earnings attributable to Valmont Industries, Inc. - as reported Restructuring expenses - pre-tax $ 32,960 7,019 $ 1.46 0.31 $ 72,241 11,419 $ 3.18 0.50 Loss from divestiture of grinding media business, pre-tax Total Adjustments Tax effect of adjustments * Net earnings attributable to Valmont Industries, Inc. - Adjusted Average shares outstanding (000's) - Diluted 6,084 0.27 6,084 0.27 13,103 (1,354) 0.58 (0.06) 17,503 (2,429) 0.77 (0.11) $ 44,709 $ 1.98 $ 87,315 $ 3.84 22,573 22,684 * The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction. 17 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation

Summary of Effect of Significant Non-recurring Items on Reported Results For the Second Quarter Ended June 30, 2018 Engineered Infrastructure Products Utility Support Structures Other/ Corporate Segment Operating Income Reconciliation Coatings Irrigation Operating income - as reported Restructuring expenses $ 12,965 5,419 $ 20,841 1,474 $ 14,868 - $ 27,728 - $ (12,732) 126 Adjusted Operating Income $ 18,384 $ 22,315 $ 14,868 $ 27,728 $ (12,606) Net sales 250,711 197,719 91,572 162,936 18 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation Operating Income as a % of Sales5.2%10.5%16.2%17.0%NM Adjusted Operating Income as a % of Sales7.3%11.3%16.2%17.0%NM

Summary of Effect of Significant Non-recurring Items on Reported Results Thirteen Weeks Ended June 30, 2018 Twenty-six Weeks Ended June 30, 2018 Operating Income Reconciliation Operating income - as reported Restructuring expenses Adjusted Operating Income Net Sales - as reported Operating Income as a % of Sales Adjusted operating income as a % of Sales $ 63,670 $ 127,630 7,019 11,419 70,689 139,049 $ 682,405 9.3% 10.4% $ 1,381,089 9.2% 10.1% 19 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation

Summary of Effect of Significant Non-recurring Items on Reported Results Structures 20 | July 24, 2019 | Valmont Industries, Inc. | Q2 2019 Earnings Presentation For the Second Quarter Ended June 29, 2019 Calculation of Changes in Net Sales Engineered Support Structures Utilty Support Coatings Irrigation TOTAL* 2019 Net Sales, as reported $ 258,748 $ 209,829 $ 98,406 $ 155,185 $ 700,871 Currency translation 8,684 1,241 1,786 2,371 14,082 2019 Net Sales, constant currency $ 267,432 $ 211,070 $ 100,192 $ 157,556 $ 714,953 2018 Net sales, as reported $ 250,711 $ 197,719 $ 91,572 $ 162,936 $ 682,405 Less prior year sales from divested grinding media - - - - 4,681 2018 Net Sales, adjusted $ 250,711 $ 197,719 $ 91,572 $ 162,936 $ 677,724 % Change in Net Sales, as reported 3.20% 6.10% 7.50% -4.80% 2.70% % Change in Net Sales, constant currency 6.70% 6.80% 9.40% -3.30% 4.80% % of Net Sales, constant currency and divestiture N/A N/A N/A N/A 5.50% * The sum of the columns will not agree to the Total column due to intersegment sales