8-K - VMI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 21, 2024

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.)

15000 Valmont Plaza		68154
Omaha, ** Nebraska**
(Address of principal executive offices)		(Zip Code)

( 402 ) 963-1000

Registrant's telephone number, including area code

N/A

(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):

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

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

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

☐ Pre-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, $1.00 par value		VMI		New York Stock Exchange

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 ☐

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.

☐

Item 2.02. Results of Operations and Financial Condition.

Valmont Industries, Inc. issued a press release on February 21, 2024 announcing its financial results for its fiscal quarter ended December 30, 2023. The press release, along with the presentation to be used during its earnings call on February 22, 2024, are furnished with this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release dated February 21, 2024
99.2		Presentation Slides for earnings call on February 22, 2024
104		Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

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, 2024
		By:	/s/ TIMOTHY P. FRANCIS
			Name:	Timothy P. Francis
			Title:	Interim Chief Financial Officer

Exhibit **** 99.1


		FOR IMMEDIATE RELEASE

Contact:	Renee Campbell
Email:	renee.campbell@valmont.com
Date:	February 21, 2024

Valmont Reports Fourth Quarter and Full Year 2023 Results

Provides 2024 Financial Outlook and New Long-Term Financial Targets

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a global leader that provides vital infrastructure and advances agricultural productivity while driving innovation through technology, today reported financial results for the fourth quarter and fiscal year ended December 30, 2023.

President and Chief Executive Officer Avner M. Applbaum commented, “The Valmont team delivered fourth-quarter results in line with our expectations. Despite lower sales volumes, we expanded gross profit margins year-over-year through successful pricing strategies and improved operational efficiencies in our facilities. In Infrastructure, our solid results reflect continued strong utility market demand, and we achieved another quarter of adjusted operating margin improvement year-over-year despite lower Telecommunications volumes. In Agriculture, as expected, North America sales were lower as backlog levels were more normalized this year compared to fourth quarter 2022. International sales growth was driven by Middle East project shipments and sales from our recent acquisition of HR Products, offset by lower sales in Brazil due to slowing market demand amid lower grain prices. Reflecting on the full year, our global teams performed extremely well in 2023, despite industry-wide demand challenges in North America agriculture and telecommunications markets that pressured the top line. I’m very pleased with our progress in reducing inventory, which helped deliver strong operating cash flows.”

Applbaum added, “Turning to 2024, we remain focused on what we can control. We are sustaining higher gross profit margins through ongoing improvement in operational efficiencies and commitment to our pricing strategies. We are reducing SG&A expense through the realignment program we announced last quarter. We expect these efforts to help mitigate the bottom-line impact of softer demand in agriculture and telecommunications markets, and to position our business for incremental profit when those markets normalize. Turning to the segments, in Infrastructure, demand for our products remains strong and we are making strategic capacity investments to meet the needs of our customers and take advantage of the visible opportunities ahead of us. In Agriculture, we expect lower sales this year amid more challenging global market conditions due to lower grain prices and farm income projections. Across both segments, we will continue to deliver operational efficiencies and benefit from our realigned organization. Our market leadership, combined with a relentless focus on strong cash flow generation, return on invested capital and a disciplined capital allocation framework gives us confidence in our actions to enhance shareholder value for years to come.”

Fourth Quarter 2023 Highlights (all metrics compared to Fourth Quarter 2022 unless otherwise noted)

●	Net Sales decreased 10.3% to $1.0 billion. Accounting for the 2022 divestiture of the offshore wind energy structures business, reported in the “Other” segment, Net Sales decreased 7.5%^1^
●	Operating Income decreased 42.1% to $63.5 million or 6.3% of net sales (decreased 11.9% to $100.2 million or 9.9% adjusted^1^) compared to $109.7 million or 9.7% of net sales ($113.7 million or 10.4% adjusted^1^)
---	---
●	Diluted Earnings per Share (“EPS”) of $1.38 ($3.18 adjusted^1^) compared to $1.86 ($3.57 adjusted^1^)
---	---
●	Generated strong operating cash flows of $115.9 million; cash and cash equivalents at the end of the fourth quarter were $203.0 million
---	---

Full Year 2023 Highlights (all metrics compared to Full Year 2022 unless otherwise noted)

●	Net Sales decreased 3.9% to $4.2 billion. Accounting for the 2022 divestiture of the offshore wind energy structures business, reported in the “Other” segment, Net Sales decreased 1.7%^1^
●	Operating Income decreased 32.7% to $291.6 million or 7.0% of net sales (increased 5.2% to $473.2 million or 11.3% adjusted^1^) compared to $433.2 million or 10.0% of net sales ($449.7 million or 10.6% adjusted^1^)
---	---
●	Diluted EPS of $6.78 ($14.98 adjusted^1^) compared to $11.62 ($13.82 adjusted^1^)
---	---
●	Generated strong operating cash flows of $306.8 million and free cash flow of $210.0 million^1^, driven by net earnings and working capital management
---	---
●	Deployed $524.2 million of capital, including $129.4 million for capital expenditures and acquisitions, and $394.8 million was returned to shareholders through dividends and share repurchases
---	---
o	Share repurchases include a $120.0 million Accelerated Share Repurchase program announced in the fourth quarter
---	---
●	Achieved Return on Invested Capital of 7.2% (14.0% adjusted^1^)
---	---

^1^Please see Reg G reconciliation to GAAP measures at end of document

Key Financial Metrics


Fourth Quarter 2023		GAAP								Adjusted^1^
(000s except per share amounts)		13 weeks			14 weeks						13 weeks			14 weeks
	****	12/30/2023		****	12/31/2022		****		****		12/30/2023		****	12/31/2022		****
		Q4 2023			Q4 2022			vs. Q4 2022			Q4 2023			Q4 2022			vs. Q4 2022
Net Sales		$	1,015,526		$	1,131,516		(10.3)	%		$	1,015,526		$	1,098,244		(7.5)	%
Gross Profit			282,941			298,959		(5.4)	%			282,941			298,959		(5.4)	%
Gross Profit as a % of Net Sales			27.9	%		26.4	%					27.9	%		27.2	%
Operating Income			63,548			109,716		(42.1)	%			100,204			113,734		(11.9)	%
Operating Income as a % of Net Sales			6.3	%		9.7	%					9.9	%		10.4	%
Net Earnings^1^			28,587			40,332		(29.1)	%			66,034			77,256		(14.5)	%
Diluted Earnings per Share			1.38			1.86		(25.8)	%			3.18			3.57		(10.9)	%
Average Shares Outstanding			20,764			21,656						20,764			21,656


Full Year 2023		GAAP								Adjusted^1^
(000s except per share amounts)		52 weeks			53 weeks						52 weeks			53 weeks
	****	12/30/2023		****	12/31/2022		****		****		12/30/2023		****	12/31/2022		****
		FY 2023			FY 2022			vs. FY 2022			FY 2023			FY 2022			vs. FY 2022
Net Sales		$	4,174,598		$	4,345,250		(3.9)	%		$	4,174,598		$	4,245,031		(1.7)	%
Gross Profit			1,236,034			1,126,224		9.8	%			1,236,034			1,126,224		9.8	%
Gross Profit as a % of Net Sales			29.6	%		25.9	%					29.6	%		26.5	%
Operating Income			291,557			433,249		(32.7)	%			473,237			449,725		5.2	%
Operating Income as a % of Net Sales			7.0	%		10.0	%					11.3	%		10.6	%
Net Earnings^1^			143,475			250,863		(42.8)	%			316,926			298,139		6.3	%
Diluted Earnings per Share			6.78			11.62		(41.7)	%			14.98			13.82		8.4	%
Average Shares Outstanding			21,159			21,580						21,159			21,580

Fourth Quarter 2023 Segment Review

Infrastructure (73.4% of Net Sales)

Products and solutions to serve the infrastructure markets of utility, solar, lighting, transportation, and telecommunications, along with coatings services to protect metal products

Sales of $748.3 million decreased 3.0% year-over-year. Higher volumes in the Transmission, Distribution and Substation (TD&S) and Solar product lines were driven by continued strong market demand led by ongoing investments in the global energy transition. These volume increases, and favorable pricing across the portfolio, were more than offset by lower Telecommunications and Coatings volumes.

Operating Income decreased to $82.6 million or 11.1% of net sales ($98.7 million or 13.2% adjusted^1^) compared to $99.6 million or 13.0% of net sales in 2022. Favorable pricing and deliberate actions to improve overall cost of goods sold were more than offset by lower volumes.

Agriculture (26.6% of Net Sales)

Center pivot components and linear irrigation equipment for agricultural markets, including parts and tubular products; advanced technology solutions for precision agriculture

Sales of $271.6 million decreased 18.9% year-over-year. In North America, irrigation equipment volumes were lower as the fourth quarter of 2022 benefited from the ongoing delivery of elevated backlog. Average irrigation selling prices were comparable to last year.

International sales growth was driven by higher project sales and sales from the HR Products acquisition, offset by lower sales in Brazil, due to lower grain prices and the return of backlog to a more normalized level as compared to fourth quarter 2022.

^1^Please see Reg G reconciliation to GAAP measures at end of document

Operating Income decreased to $13.9 million, or 5.2% of net sales ($27.8 million or 10.3% adjusted^1^) compared to $40.5 million or 12.2% of net sales ($44.5 million or 13.4% adjusted^1^) in 2022 driven by lower volumes and higher SG&A.

Other

Offshore wind energy structures business

As previously announced, the divestiture of the offshore wind energy structures business was completed in December 2022. In the fourth quarter of 2022, the subsequently divested business generated sales of $33.3 million and operating income was $1.4 million.

^1^Please see Reg G reconciliation to GAAP measures at end of document

Balance Sheet, Liquidity, and Capital Allocation

The Company generated full-year 2023 free cash flow^1^ of $210.0 million through earnings and effectively managing working capital. At the end of 2023, cash and cash equivalents were $203.0 million.

$178.6 million of Company stock was purchased in the fourth quarter, inclusive of the $120.0 million Accelerated Share Repurchase program executed during the quarter. $136.1 million remains on the authorized share repurchase program.

Organizational Realignment Program

As announced in October 2023, the Company initiated an organizational realignment program to better align the Company’s administrative support structure to its long-term growth strategy. The program affected both reportable segments and corporate, and was completed in 2023. Actions taken resulted in pre-tax cash expenses of $35.2 million in fiscal 2023, including $31.0 million in the fourth quarter, and are expected to be recovered through lower SG&A within 12 months.

Introducing 2024 Full Year Financial Outlook and Key Assumptions

The Company is introducing its 2024 full-year net sales and diluted earnings per share outlook and key assumptions for the year.

●Net Sales Change (vs. prior year) of (3.0%) to flat

o	Infrastructure sales growth expected to approach mid-single digits
o	Agriculture sales expected to decrease 15-20%
---	---

●Diluted Earnings per Share of $14.25 to $15.50

●Effective tax rate of approximately 26%

●Minimal expected foreign currency translation impact to net sales

●Capital expenditures expected to be in the range of $125 to $140 million to support strategic growth initiatives

Providing New Long-Term Financial Targets

The Company is taking the opportunity to provide new long-term financial targets beyond 2024.

Metric	Target
Organic Net Sales Growth	Above Mid-Single Digits
Operating Margin	Approaching Mid-Teens
Return on Invested Capital (ROIC)	High-Teens
Free Cash Flow Conversion	100% of Net Earnings

Applbaum continued, “I’m excited to share our long-term financial targets for Valmont beyond 2024. We are focusing on strategic initiatives that drive sustainable growth and profitability over the long term with an ongoing commitment to value creation. We are executing a focused and disciplined plan to leverage our diversified portfolio and deliver operating margin and ROIC improvements. As evidenced by these goals, we are demonstrating higher levels of through-cycle structural profitability while making our company more resilient. This drives our position as a market leader, enabling us to achieve greater performance and create sustainable value for our shareholders.”

^1^Please see Reg G reconciliation to GAAP measures at end of document

A live audio discussion with Avner M. Applbaum, President and Chief Executive Officer, and Timothy P. Francis, Interim Chief Financial Officer, will be accessible by telephone on Thursday, February 22, 2024 at 8:00 a.m. CT 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 4Q and Full Year 2023 Earnings Conference Call. A slide presentation will simultaneously be available for download on the Investors page of valmont.com. A replay of the event can be accessed three hours after the call at the above link or by telephone at +1 877.660.6853 or +1 201.612.7415. Please use access code 13742393. The replay will be available through 10:59 p.m. CT on February 29, 2024.

About Valmont Industries, Inc.

For over 75 years, Valmont^®^ has been a global leader in creating vital infrastructure and advancing agricultural productivity. Today, we remain committed to doing more with less by innovating through technology. Learn more about how we’re Conserving Resources. Improving Life.^®^ at valmont.com.

^1^Please see Reg G reconciliation to GAAP measures at end of document

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, the continuing and developing effects of the pandemic including the effects of the outbreak on the general economy and the specific economic effects on the Company’s business and that of its customers and suppliers, 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, geopolitical risks, 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.

Website and Social Media Disclosure

The Company uses its website and social media channels identified on its website as channels of distribution of Company information. The information that the Company posts through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following the Company’s press releases, Securities and Exchange Commission filings, and public conference calls and webcasts. The contents of the Company’s website and social media channels are not part of this press release.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)


	13 and 14 Weeks Ended						52 and 53 Weeks Ended
	December,			December			December,			December
	30, 2023		****	31, 2022		****	30, 2023		****	31, 2022
Net sales	$	1,015,526		$	1,131,516		$	4,174,598		$	4,345,250
Cost of sales		732,585			832,557			2,938,564			3,219,026
Gross profit		282,941			298,959			1,236,034			1,126,224
Selling, general, and administrative expenses		188,363			189,243			768,423			692,975
Impairment of long-lived assets		—			—			140,844			—
Realignment charges		31,030			—			35,210			—
Operating income		63,548			109,716			291,557			433,249
Other income (expense)
Interest expense		(15,314)			(13,256)			(56,808)			(47,534)
Interest income		1,651			996			6,230			2,015
Gain (loss) on investments - unrealized		1,773			932			3,564			(3,374)
Loss from divestiture of offshore wind energy structures business		—			(33,273)			—			(33,273)
Other		(6,492)			4,268			(8,091)			12,805
Other income (expense), net		(18,382)			(40,333)			(55,105)			(69,361)
Earnings before income taxes and equity in loss of
nonconsolidated subsidiaries		45,166			69,383			236,452			363,888
Income tax expense		10,882			28,156			90,121			108,687
Equity in loss of nonconsolidated subsidiaries		(200)			(19)			(1,419)			(950)
Net earnings		34,084			41,208			144,912			254,251
Loss (earnings) attributable to redeemable noncontrolling interests		1,877			(876)			5,937			(3,388)
Net earnings attributable to Valmont Industries, Inc.		35,961			40,332			150,849			250,863
Change in redemption value of redeemable noncontrolling interests		(7,374)			—			(7,374)			—
Net earnings attributable to Valmont Industries, Inc. including
change in redemption value of redeemable noncontrolling interests	$	28,587		$	40,332		$	143,475		$	250,863

Average shares outstanding (000s) - Basic		20,577			21,319			20,956			21,311
Earnings per share - Basic	$	1.39		$	1.89		$	6.85		$	11.77

Average shares outstanding (000s) - Diluted		20,764			21,656			21,159			21,580
Earnings per share - Diluted	$	1.38		$	1.86		$	6.78		$	11.62

Cash dividends per share	$	0.60		$	0.55		$	2.40		$	2.20

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)


	13 and 14 Weeks Ended						52 and 53 Weeks Ended
	December 30,			December 31,			December 30,			December 31,
	2023		****	2022		****	2023		****	2022
Infrastructure
Net sales	$	745,713		$	765,077		$	2,999,637		$	2,909,746
Gross profit		201,968			201,978			842,081			736,611
as a percent of net sales		27.1	%		26.4	%		28.1	%		25.3	%
Selling, general, and administrative expenses		103,227			102,387			424,997			382,112
as a percent of net sales		13.8	%		13.4	%		14.2	%		13.1	%
Impairment of long-lived assets		—			—			3,571			—
Realignment charges		16,191			—			17,260			—
Operating income		82,550			99,591			396,253			354,499
as a percent of net sales		11.1	%		13.0	%		13.2	%		12.2	%

Agriculture
Net sales	$	269,813		$	333,167		$	1,174,961		$	1,335,285
Gross profit		80,973			94,378			393,953			381,793
as a percent of net sales		30.0	%		28.3	%		33.5	%		28.6	%
Selling, general, and administrative expenses		58,833			53,894			230,729			202,530
as a percent of net sales		21.8	%		16.2	%		19.6	%		15.2	%
Impairment of long-lived assets		—			—			137,273			—
Realignment charges		8,194			—			9,101			—
Operating income		13,946			40,484			16,850			179,263
as a percent of net sales		5.2	%		12.2	%		1.4	%		13.4	%

Other
Net sales	$	—		$	33,272		$	—		$	100,219
Gross profit		—			2,603			—			7,820
as a percent of net sales		NM			7.8	%		NM			7.8	%
Selling, general, and administrative expenses		—			1,158			—			5,561
as a percent of net sales		NM			3.5	%		NM			5.5	%
Operating income		—			1,445			—			2,259
as a percent of net sales		NM			4.3	%		NM			2.3	%

Corporate
Selling, general, and administrative expenses	$	26,303		$	31,804		$	112,697		$	102,772
Realignment charges		6,645			—			8,849			—
Operating loss		(32,948)			(31,804)			(121,546)			(102,772)

NM = not meaningful

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

Infrastructure: This segment consists of the manufacture and distribution of products and solutions to serve infrastructure markets of utility, solar, lighting, transportation, and telecommunications, along with coatings services to protect metal products.

Agriculture: This segment consists of the manufacture of center pivot components and linear irrigation equipment for agricultural markets, including parts and tubular products, and advanced technology solutions for precision agriculture.

In addition to these two reportable segments, the Company had a business and related activities that were not more than 10% of consolidated sales, operating income, or assets. This business, the offshore wind energy structures business, was reported in the “Other” segment until its divestiture in fiscal 2022.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in millions)

(Unaudited)

The backlog of orders for the principal products manufactured and marketed was $1,465.5 million as of December 30, 2023 and $1,656.4 million as of December 31, 2022. An order is reported in our backlog upon receipt of a purchase order from the customer or execution of a sales order contract. We anticipate that most of the fiscal 2023 backlog of orders will be filled during fiscal 2024. As of December 30, 2023 and December 31, 2022, total backlog by segment was as follows:


	****	December 30,			December 31,
		2023		****	2022
Infrastructure		$	1,299.6		$	1,339.1
Agriculture			165.9			317.3
Total backlog		$	1,465.5		$	1,656.4

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)


		Thirteen weeks ended December 30, 2023
	****	Infrastructure		****	Agriculture		Intersegment		****	Consolidated
Geographical Market:
North America		$	575,166		$	136,378	$	(4,240)		$	707,304
International			173,124			135,266		(168)			308,222
Total sales		$	748,290		$	271,644	$	(4,408)		$	1,015,526

Product Line:
Transmission, Distribution, and Substation		$	316,674		$	—	$	—		$	316,674
Lighting and Transportation			236,210			—		—			236,210
Coatings			84,129			—		(2,409)			81,720
Telecommunications			56,660			—		—			56,660
Solar			54,617			—		(168)			54,449
Irrigation Equipment and Parts			—			244,148		(1,831)			242,317
Technology Products and Services			—			27,496		—			27,496
Total sales		$	748,290		$	271,644	$	(4,408)		$	1,015,526


		Fourteen weeks ended December 31, 2022
	****	Infrastructure		****	Agriculture		****	Other		Intersegment		****	Consolidated
Geographical Market:
North America		$	588,867		$	202,560		$	—	$	(5,932)		$	785,495
International			182,470			132,506			33,272		(2,227)			346,021
Total sales		$	771,337		$	335,066		$	33,272	$	(8,159)		$	1,131,516

Product Line:
Transmission, Distribution, and Substation		$	302,444		$	—		$	—	$	—		$	302,444
Lighting and Transportation			239,453			—			—		—			239,453
Coatings			92,441			—			—		(4,032)			88,409
Telecommunications			87,577			—			—		—			87,577
Solar			49,422			—			—		(2,228)			47,194
Irrigation Equipment and Parts			—			302,965			—		(1,899)			301,066
Technology Products and Services			—			32,101			—		—			32,101
Other			—			—			33,272		—			33,272
Total sales		$	771,337		$	335,066		$	33,272	$	(8,159)		$	1,131,516

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)


		Fifty-two weeks ended December 30, 2023
	****	Infrastructure		****	Agriculture		Intersegment		****	Consolidated
Geographical Market:
North America		$	2,318,801		$	587,056	$	(16,282)		$	2,889,575
International			691,266			595,167		(1,410)			1,285,023
Total sales		$	3,010,067		$	1,182,223	$	(17,692)		$	4,174,598

Product Line:
Transmission, Distribution, and Substation		$	1,243,768		$	—	$	—		$	1,243,768
Lighting and Transportation			964,072			—		—			964,072
Coatings			354,330			—		(9,020)			345,310
Telecommunications			252,165			—		—			252,165
Solar			195,732			—		(1,410)			194,322
Irrigation Equipment and Parts			—			1,069,425		(7,262)			1,062,163
Technology Products and Services			—			112,798		—			112,798
Total sales		$	3,010,067		$	1,182,223	$	(17,692)		$	4,174,598


		Fifty-three weeks ended December 31, 2022
	****	Infrastructure		****	Agriculture		****	Other		Intersegment		****	Consolidated
Geographical Market:
North America		$	2,234,339		$	766,929		$	—	$	(26,248)		$	2,975,020
International			694,080			579,743			100,219		(3,812)			1,370,230
Total sales		$	2,928,419		$	1,346,672		$	100,219	$	(30,060)		$	4,345,250

Product Line:
Transmission, Distribution, and Substation		$	1,184,660		$	—		$	—	$	—		$	1,184,660
Lighting and Transportation			940,462			—			—		—			940,462
Coatings			356,707			—			—		(15,327)			341,380
Telecommunications			320,342			—			—		—			320,342
Solar			126,248			—			—		(3,346)			122,902
Irrigation Equipment and Parts			—			1,231,587			—		(11,387)			1,220,200
Technology Products and Services			—			115,085			—		—			115,085
Other			—			—			100,219		—			100,219
Total sales		$	2,928,419		$	1,346,672		$	100,219	$	(30,060)		$	4,345,250

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)


	December 30,			December 31,
	2023		****	2022
ASSETS
Current assets:
Cash and cash equivalents	$	203,041		$	185,406
Receivables, net		657,960			604,181
Inventories		658,428			728,762
Contract assets		175,721			174,539
Prepaid expenses and other current assets		91,754			87,697
Refundable income taxes		725			—
Total current assets		1,787,629			1,780,585
Property, plant, and equipment, net		617,394			595,578
Goodwill and other non-current assets		1,072,425			1,180,833
Total assets	$	3,477,448		$	3,556,996

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	719		$	1,194
Notes payable to banks		3,205			5,846
Accounts payable		358,311			360,312
Accrued expenses		277,764			248,320
Contract liabilities		70,978			172,915
Income taxes payable		—			3,664
Dividends payable		12,125			11,742
Total current liabilities		723,102			803,993
Long-term debt, excluding current installments		1,107,885			870,935
Operating lease liabilities		162,743			155,469
Other non-current liabilities		66,646			84,887
Total liabilities		2,060,376			1,915,284
Redeemable noncontrolling interests		62,792			60,865
Shareholders' equity		1,354,280			1,580,847
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	3,477,448		$	3,556,996

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	52 and 53 Weeks Ended
	December 30,			December 31,
	2023		****	2022
Cash flows from operating activities:
Net earnings	$	144,912		$	254,251
Depreciation and amortization		98,708			97,167
Contribution to defined benefit pension plan		(17,345)			(17,155)
Impairment of long-lived assets		140,844			—
Loss (gain) on divestitures		(2,994)			33,273
Change in working capital		(66,342)			(56,092)
Other		8,992			14,821
Net cash flows provided by operating activities		306,775			326,265

Cash flows from investing activities:
Purchase of property, plant, and equipment		(96,771)			(93,288)
Proceeds from divestiture, net of cash divested		6,369			—
Proceeds from property damage insurance claims		7,468			—
Acquisitions, net of cash acquired		(32,676)			(39,287)
Other		329			495
Net cash flows used in investing activities		(115,281)			(132,080)

Cash flows from financing activities:
Proceeds from long-term borrowings		370,012			253,999
Principal payments on long-term borrowings		(134,748)			(336,403)
Net payments on short-term borrowings		(3,298)			(7,577)
Purchase of treasury shares		(345,279)			(40,474)
Dividends to redeemable noncontrolling interests		(662)			(714)
Purchase of redeemable noncontrolling interests		—			(7,338)
Dividends paid		(49,515)			(45,813)
Other		(12,915)			2,415
Net cash flows used in financing activities		(176,405)			(181,905)
Effect of exchange rates on cash and cash equivalents		2,546			(4,106)
Net change in cash and cash equivalents		17,635			8,174
Cash and cash equivalents - beginning of period		185,406			177,232
Cash and cash equivalents - end of period	$	203,041		$	185,406

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 table below discloses the impacts of the impairment of long-lived assets, realignment charges, and non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership on net earnings for fiscal 2023, as well as the impact of the loss from Argentine peso hyperinflation and non-recurring tax benefit items on net earnings. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings to be taken into consideration by management and investors with the related reported GAAP measures.


	Thirteen				Fifty-two
	weeks ended		Diluted		weeks ended		Diluted
	December		earnings per		December		earnings per
	30, 2023		share^1^		30, 2023		share^1^
Net earnings attributable to Valmont Industries, Inc. including change
in redemption value of redeemable noncontrolling interests - as reported	$	28,587	$	1.38	$	143,475	$	6.78
Less: Change in redemption value of redeemable noncontrolling interests		7,374		0.36		7,374		0.35
Net earnings attributable to Valmont Industries, Inc.		35,961		1.73		150,849		7.13
Impairment of long-lived assets		—		—		140,844		6.66
Realignment charges		31,030		1.49		35,210		1.66
Other non-recurring charges		5,626		0.27		5,626		0.27
Total adjustments, pre-tax		36,656		1.77		181,680		8.59
Tax effect of adjustments^2^		(9,118)		(0.44)		(14,550)		(0.69)
Loss from Argentine peso hyperinflation, net of tax, attributable
to Valmont Industries, Inc.		2,535		0.12		2,535		0.12
Non-recurring tax benefit items		—		—		(3,588)		(0.17)
Net earnings attributable to Valmont Industries, Inc. - adjusted	$	66,034	$	3.18	$	316,926	$	14.98
Average shares outstanding (000s) - diluted				20,764				21,159

We previously presented non-GAAP financial measures adjusted for Prospera intangible asset amortization and stock-based compensation recognized for the Prospera employees to provide investors with a better understanding of Agriculture segment performance related to traditional segment products. The Company conducted its annual impairment testing of intangible asset value as of September 2, 2023 and significantly reduced the Prospera intangible asset value. Additionally, the Board of Directors approved certain realignment activities commencing in the third quarter of fiscal 2023 that affected the future stock compensation recognized for the Prospera employees. As a result, we do not consider our historical adjustments related to Prospera to arrive at non-GAAP financial measures to be relevant to investor understanding of fourth quarter of fiscal 2023, second half of fiscal 2023, and future segment performance. Since these items had been specific adjustments to net earnings for the first half of fiscal 2023, we removed what would otherwise have been their effect on fiscal 2023 results which is presented as “further adjusted” net earnings below.


	Thirteen				Fifty-two
	weeks ended		Diluted		weeks ended		Diluted
	December		earnings per		December		earnings per
	30, 2023		share^1^		30, 2023		share^1^
Net earnings attributable to Valmont Industries, Inc. - adjusted	$	66,034	$	3.18	$	316,926	$	14.98
Prospera intangible asset amortization		—		—		3,290		0.16
Prospera stock-based compensation		—		—		4,278		0.20
Tax effect of adjustments^2^		—		—		(1,092)		(0.05)
Net earnings attributable to Valmont Industries, Inc. - further adjusted	$	66,034	$	3.18	$	323,402	$	15.28
Average shares outstanding (000s) - diluted				20,764				21,159

^1^Earnings per share includes rounding

^2^The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

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 impacts of the loss from the divestiture of the offshore wind energy structures business, intangible asset amortization (Prospera), and stock-based compensation recognized for the Prospera employees on net earnings for fiscal 2022 results. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings to be taken into consideration by management and investors with the related reported GAAP measures.


	Fourteen				Fifty-three
	weeks ended		Diluted		weeks ended		Diluted
	December		earnings per		December		earnings per
	31, 2022		share^1^		31, 2022		share^1^
Net earnings attributable to Valmont Industries, Inc. - as reported	$	40,332	$	1.86	$	250,863	$	11.62
Loss from divestiture of offshore wind energy structures business		33,273		1.54		33,273		1.54
Prospera intangible asset amortization		1,645		0.08		6,580		0.30
Prospera stock-based compensation		2,373		0.11		9,896		0.46
Total adjustments, pre-tax		37,291		1.72		49,749		2.31
Tax effect of adjustments^2^		(367)		(0.02)		(2,473)		(0.11)
Net earnings attributable to Valmont Industries, Inc. - adjusted	$	77,256	$	3.57	$	298,139	$	13.82
Average shares outstanding (000s) - diluted				21,656				21,580

^1^Earnings per share includes rounding

^2^The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

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 impacts of the impairment of long-lived assets, realignment charges, and non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership on fiscal 2023 results. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted operating income (loss) to be taken into consideration by management and investors with the related reported GAAP measures.


	Thirteen weeks ended December 30, 2023
Operating Income (Loss) Reconciliation	Infrastructure			Agriculture			Corporate		Consolidated
Operating income (loss) - as reported	$	82,550		$	13,946		$	(32,948)	$	63,548
Realignment charges		16,191			8,194			6,645		31,030
Other non-recurring charges		—			5,626			—		5,626
Adjusted operating income (loss)	$	98,741		$	27,766		$	(26,303)	$	100,204
Net sales - as reported		745,713			269,813			—		1,015,526

Operating income (loss) as a % of net sales		11.1	%		5.2	%		NM		6.3	%
Adj. operating inc. (loss) as a % of net sales		13.2	%		10.3	%		NM		9.9	%


	Fifty-two weeks ended December 30, 2023
Operating Income (Loss) Reconciliation	Infrastructure			Agriculture			Corporate		Consolidated
Operating income (loss) - as reported	$	396,253		$	16,850		$	(121,546)	$	291,557
Impairment of long-lived assets		3,571			137,273			—		140,844
Realignment charges		17,260			9,101			8,849		35,210
Other non-recurring charges		—			5,626			—		5,626
Adjusted operating income (loss)	$	417,084		$	168,850		$	(112,697)	$	473,237
Net sales - as reported		2,999,637			1,174,961			—		4,174,598

Operating income (loss) as a % of net sales		13.2	%		1.4	%		NM		7.0	%
Adj. operating inc. (loss) as a % of net sales		13.9	%		14.4	%		NM		11.3	%

We previously presented non-GAAP financial measures adjusted for Prospera intangible asset amortization and stock-based compensation recognized for the Prospera employees to provide investors with a better understanding of Agriculture segment performance related to traditional segment products. The Company conducted its annual impairment testing of intangible asset value as of September 2, 2023 and significantly reduced the Prospera intangible asset value. Additionally, the Board of Directors approved certain realignment activities commencing in the third quarter of fiscal 2023 that affected the future stock compensation recognized for the Prospera employees. As a result, we do not consider our historical adjustments related to Prospera to arrive at non-GAAP financial measures to be relevant to investor understanding of fourth quarter of fiscal 2023, second half of fiscal 2023, and future segment performance. Since these items had been specific adjustments to operating income (loss) for the first half of fiscal 2023, we removed what would otherwise have been their effect on fiscal 2023 results which is presented as “further adjusted” operating income (loss) below.


	Fifty-two weeks ended December 30, 2023
Operating Income (Loss) Reconciliation	Infrastructure			Agriculture			Corporate		Consolidated
Adjusted operating income (loss)	$	417,084		$	168,850		$	(112,697)	$	473,237
Prospera intangible asset amortization		—			3,290			—		3,290
Prospera stock-based compensation		—			4,278			—		4,278
Further adjusted operating income (loss)	$	417,084		$	176,418		$	(112,697)	$	480,805
Net sales - as reported		2,999,637			1,174,961			—		4,174,598

Adj. operating inc. (loss) as a % of net sales		13.9	%		14.4	%		NM		11.3	%
Further adj. oper. inc. (loss) as a % of net sales		13.9	%		15.0	%		NM		11.5	%

NM = not meaningful

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 impacts of the intangible asset amortization (Prospera) and stock-based compensation recognized for the Prospera employees on 2022 results. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted operating income (loss) to be taken into consideration by management and investors with the related reported GAAP measures.


	Fourteen weeks ended December 31, 2022
Operating Income (Loss) Reconciliation	Infrastructure			Agriculture			Other			Corporate		Consolidated
Operating income (loss) - as reported	$	99,591		$	40,484		$	1,445		$	(31,804)	$	109,716
Prospera intangible asset amortization		—			1,645			—			—		1,645
Prospera stock-based compensation		—			2,373			—			—		2,373
Adjusted operating income (loss)	$	99,591		$	44,502		$	1,445		$	(31,804)	$	113,734
Net sales - as reported		765,077			333,167			33,272			—		1,131,516
Adjusted net sales		765,077			333,167			—			—		1,098,244

Operating income (loss) as a % of net sales		13.0	%		12.2	%		4.3	%		NM		9.7	%
Adj. operating inc. (loss) as a % of net sales		13.0	%		13.4	%		4.3	%		NM		10.1	%
Adj. operating inc. (loss) as a % of adj. net sales		13.0	%		13.4	%		NM			NM		10.4	%


	Fifty-three weeks ended December 31, 2022
Operating Income (Loss) Reconciliation	Infrastructure			Agriculture			Other			Corporate		Consolidated
Operating income (loss) - as reported	$	354,499		$	179,263		$	2,259		$	(102,772)	$	433,249
Prospera intangible asset amortization		—			6,580			—			—		6,580
Prospera stock-based compensation		—			9,896			—			—		9,896
Adjusted operating income (loss)	$	354,499		$	195,739		$	2,259		$	(102,772)	$	449,725
Net sales - as reported		2,909,746			1,335,285			100,219			—		4,345,250
Adjusted net sales		2,909,746			1,335,285			—			—		4,245,031

Operating income (loss) as a % of net sales		12.2	%		13.4	%		2.3	%		NM		10.0	%
Adj. operating inc. (loss) as a % of net sales		12.2	%		14.7	%		2.3	%		NM		10.3	%
Adj. operating inc. (loss) as a % of adj. net sales		12.2	%		14.7	%		NM			NM		10.6	%

NM = not meaningful

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF EXCLUDING OTHER SEGMENT NET SALES

(Dollars in thousands)

(Unaudited)

Excluding Other segment net sales from the fourth quarter and fiscal year ended December 31, 2022, which we refer to in this reconciliation as “Adjusted Net Sales”, is a non-GAAP measure. The Other segment net sales were generated by the offshore wind energy structures business which was divested in December 2022. Adjusted Net Sales 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 Adjusted Net Sales is calculated from the Company’s Statements of Earnings. Adjusted Net Sales is calculated as total net sales less Other segment net sales. Adjusted Net Sales allows investors to analyze our operating performance in light of net sales of a divested business.


	13 and 14 Weeks Ended								52 and 53 Weeks Ended
	December 30,		****	December 31,		Percent			December 30,		****	December 31,		Percent
	2023			2022		Change			2023			2022		Change
Net sales	$	1,015,526		$	1,131,516		(10.3)	%	$	4,174,598		$	4,345,250		(3.9)	%
Less: Other segment net sales		—			(33,272)		NM			—			(100,219)		NM
Adjusted net sales	$	1,015,526		$	1,098,244		(7.5)	%	$	4,174,598		$	4,245,031		(1.7)	%

NM = not meaningful

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED RETURN ON INVESTED CAPITAL

(Dollars in thousands)

(Unaudited)

Return on Invested Capital (“ROIC”) and Adjusted ROIC are non-GAAP measures. Accordingly, Invested Capital, ROIC, and Adjusted ROIC 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, ROIC, and Adjusted ROIC are calculated from our Statements of Earnings and Balance Sheets. ROIC is calculated as after-tax operating income divided by the average of beginning and ending Invested Capital. Adjusted ROIC is calculated as after-tax operating income, adjusted for impairment of long-lived assets, realignment charges, and non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership then divided by the average of beginning and ending Invested Capital. Invested Capital represents total assets minus total liabilities (excluding interest-bearing debt and redeemable noncontrolling interests). ROIC and Adjusted ROIC are some of our key operating ratios, as they allow investors to analyze our operating performance in light of the amount of investment required to generate our operating profit. ROIC and Adjusted ROIC are also measures used to determine management incentives.


	Fifty-two
	weeks ended
	December 30,
	2023
Operating income	$	291,557
Effective tax rate		38.1	%
Tax effect on operating income		(111,124)
After-tax operating income		180,433
Average invested capital		2,504,474
Return on invested capital		7.2	%

Operating income		291,557
Impairment of long-lived assets		140,844
Realignment charges		35,210
Other non-recurring charges		5,626
Adjusted operating income		473,237
Adjusted effective tax rate^1^		25.9	%
Tax effect on adjusted operating income		(122,665)
After-tax adjusted operating income		350,572
Average invested capital		2,504,474
Adjusted return on invested capital		14.0	%

	December 30,
	2023
Total assets		3,477,448
Less: Accounts payable		(358,311)
Less: Accrued expenses		(277,764)
Less: Defined benefit pension asset		(15,404)
Less: Deferred compensation		(32,623)
Less: Other noncurrent liabilities		(12,818)
Less: Dividends payable		(12,125)
Less: Lease liability		(162,743)
Less: Contract liability		(70,978)
Less: Deferred tax liability		(21,205)
Total invested capital	$	2,513,477
Beginning of year invested capital	$	2,495,471
Average invested capital	$	2,504,474

^1^See Regulation G Reconciliation of Adjusted Effective Tax Rate

ROIC and Adjusted ROIC, as presented, may not be comparable to similarly titled measures of other companies.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EFFECTIVE TAX RATE

(Dollars in thousands)

(Unaudited)

Excluding significant non-recurring items from the fourth quarter and fiscal year ended December 30, 2023 from the calculation of effective tax rate, which we refer to as “Adjusted Effective Tax Rate”, is a non-GAAP measure. Adjusted Effective Tax Rate should not be considered in isolation or as a substitute for the effective tax rate prepared in accordance with GAAP. The table below shows how Adjusted Effective Tax Rate is calculated from the Company’s Statements of Earnings. Adjusted Effective Tax Rate is calculated as total earnings before income taxes and equity in loss of nonconsolidated subsidiaries plus the significant non-recurring items of impairment of long-lived assets, realignment charges, non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership , the loss from Argentine peso hyperinflation, and non-recurring tax benefit items. Adjusted Effective Tax Rate allows investors to analyze our effective tax rate in light of these non-recurring items.


	Thirteen weeks ended						Fifty-two weeks ended
	December 30, 2023						December 30, 2023
	Earnings before income taxes and equity in loss of nonconsolidated subsidiaries		Income tax expense		Effective tax rate		Earnings before income taxes and equity in loss of nonconsolidated subsidiaries		Income tax expense		Effective tax rate
As reported	$	45,166	$	10,882		24.1%	$	236,452	$	90,121		38.1%
Impairment of long-lived assets		—		—				140,844		4,387
Realignment charges		31,030		7,675				35,210		8,720
Other non-recurring charges		5,626		1,443				5,626		1,443
Loss from Argentine peso hyperinflation		5,132		1,453				5,132		1,453
Non-recurring tax benefit items		—		—				—		3,588
Adjusted	$	86,954	$	21,453		24.7%	$	423,264	$	109,712		25.9%

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF FREE CASH FLOW

(Dollars in thousands)

(Unaudited)

We use the non-GAAP measure of free cash flow, which we define as net cash flows provided by operating activities reduced by the purchase of property, plant, and equipment. We believe that free cash flow is a useful performance measure for management and useful to investors as the basis for comparing our performance with other companies. Our measure of free cash flow may not be directly comparable to similar measures used by other companies.


	Fifty-two
	weeks ended
	December 30,
	2023
Net cash flows provided by operating activities	$	306,775
Net cash flows used in investing activities		(115,281)
Net cash flows used in financing activities		(176,405)

Net cash flows provided by operating activities	$	306,775
Purchase of property, plant, and equipment		(96,771)
Free cash flow	$	210,004

Exhibit 99.2

Valmont® © 2024 Industries, Inc.<br>4Q and Full Year 2023<br>Earnings Presentation<br>February 22, 2024
Today’s Agenda<br>2 February 22, 2024	Valmont Industries, Inc.<br>01<br>02<br>03<br>04<br>2023 Results & Market Dynamics<br>4Q 2023 Results & Initial 2024 Outlook<br>Valmont Business Model<br>Long-term Financial Targets
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These slides contain (and the accompanying oral discussion will contain) “forward-looking statements” within the meaning of the Private<br>Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause<br>the actual results of the Company to differ materially from the results expressed or implied by such statements, including general economic<br>and business conditions, conditions affecting the industries served by the Company and its subsidiaries, the overall market acceptance of<br>such products and services, the integration of acquisitions and other factors disclosed in the Company’s periodic reports filed with the<br>Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and<br>financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product<br>pricing, domestic and international competitive environments, geopolitical risks and actions and policy changes of domestic and foreign<br>governments. Consequently, such forward-looking statements should be regarded as the Company’s current plans, estimates, and beliefs.<br>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<br>occurrence of anticipated or unanticipated events.<br>Disclosure Regarding Forward-Looking Statements<br>3 February 22, 2024	Valmont Industries, Inc.
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CEO Opening Comments<br>Avner Applbaum, President & CEO<br>4 February 22, 2024	Valmont Industries, Inc.
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Full Year 2023 Financials and Key Messages<br>5 February 22, 2024	Valmont Industries, Inc.<br>The global Valmont team navigated a dynamic demand environment and delivered solid<br>full-year results; expanded gross and adjusted operating margins and grew adjusted<br>diluted earnings per share despite lower sales<br>Infrastructure net sales were $3.0 billion, up 3% year-over-year; due to strong growth in<br>Solar and TD&S driven by multi-year secular drivers, offset by reduced volumes in<br>Telecommunications<br>Operational excellence and pricing strategies in both segments drove margin expansion<br>and allowed us to capture the value we add to customers<br>Agriculture net sales were $1.2 billion, down 12% year-over-year; due to lower North<br>America volumes, partially offset by international sales growth<br>7.0%<br>Operating Margin<br>$4.2B<br>Net Sales<br>(3.9%)<br>Y/Y Net Sales<br>11.3%<br>Adj. Operating Margin1<br>$6.78<br>GAAP Diluted EPS<br>$14.98<br>Adj. Diluted EPS1<br>$307M<br>Operating Cash Flow<br>$395M<br>Cash Returned to Shareholders<br>1Please see Reg G reconciliation to GAAP measures at end of document.
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Infrastructure Agriculture<br>Near-Term Dynamic Markets with Multi-Year Drivers<br>• Benefiting from several long-term, secular growth drivers<br>• Utilities are sustaining elevated capex spending due to grid hardening<br>initiatives, power load growth and the energy transition<br>• Transportation market demand is supported by road construction<br>investment; future benefits expected from Infrastructure Investment<br>and Jobs Act (“IIJA”) although funding is slower than anticipated<br>• Solar expects to see demand tailwinds from the Inflation Reduction<br>Act (“IRA”); 10-year investment tax credit extension supports US<br>demand; favorable policies support international demand<br>• Telecom softness as wireless carriers have communicated reduced<br>capex spending this year, following record levels of investment<br>• U.S. net farm income levels are expected to decline significantly in<br>2024 compared to 2023 which is weighing on sentiment; however,<br>growers’ balance sheets are expected to remain strong<br>• International market fundamentals are mixed<br>‒ Brazil sentiment and expected farm income levels are<br>softening due to lower grain prices, high interest rates, and<br>unfavorable weather patterns; however, remains a key part of<br>our long-term strategy<br>‒ Project pipeline is providing a multi-year line of sight; food<br>security concerns, the ability to produce goods for export and<br>growing populations driving demand; Egypt project shipments<br>expected to continue throughout 2024<br>6 February 22, 2024	Valmont Industries, Inc.
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Financial Results and Outlook<br>Tim Francis, Interim CFO<br>7 February 22, 2024	Valmont Industries, Inc.
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4Q 2023 Financial Summary<br>8 February 22, 2024	Valmont Industries, Inc.<br>• Infrastructure sales decreased 3.0%,<br>Agriculture sales decreased 18.9%<br>• GAAP operating margin decreased to<br>6.3%; Adjusted1 operating margin<br>decreased to 9.9%<br>• GAAP Diluted Earnings per Share<br>was $1.38; Adjusted1 Diluted<br>Earnings per Share was $3.18<br>GAAP Adjusted1<br>$M, except EPS 4Q 2023 4Q 2022 Y/Y 4Q 2023 4Q 2022 Y/Y<br>Net Sales 1,015.5 1,131.5 -10.3% 1,015.5 1,098.2 -7.5%<br>Operating Income 63.5 109.7 -42.1% 100.2 113.7 -11.9%<br>Operating Margin 6.3% 9.7% -340bps 9.9% 10.4% -50bps<br>Net Earnings 28.6 40.3 -29.1% 66.0 77.3 -14.5%<br>Diluted EPS 1.38 1.86 -25.8% 3.18 3.57 -10.9%<br>1Please see Reg G reconciliation to GAAP measures at end of document.
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4Q 2023 Results	Infrastructure<br>9 February 22, 2024	Valmont Industries, Inc.<br>Sales ($M) Operating Income ($M)<br>$771.3 $748.3<br>2022 2023<br>$99.6<br>$82.6<br>$99.6 $98.7<br>2022 2023 2022 2023<br>Sales ($M) 2022 2023 %<br>Transmission, Distribution, and Substation (TD&S) $302.4 $316.7 +5%<br>Lighting and Transportation (L&T) $239.5 $236.2 -1%<br>Coatings $92.4 $84.1 -9%<br>Telecommunications $87.6 $56.7 -35%<br>Solar $49.4 $54.6 +11%<br>Adjusted1<br>-3.0% GAAP: -17.1% : -0.9%<br>13.0% 11.1% 13.0% 13.2%<br>• Sales decreased slightly year-over-year<br>• Higher volumes in TD&S and Solar,<br>and favorable pricing across the<br>portfolio, were more than offset by<br>lower Telecom and Coatings volumes<br>• Operating margin decreased 190 bps<br>to 11.1% (increased 20 bps to 13.2%<br>adjusted1<br>); favorable pricing and<br>deliberate actions to improve COGS<br>were more than offset by lower<br>volumes<br>1Please see Reg G reconciliation to GAAP measures at end of document.
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4Q 2023 Results	Agriculture<br>10 February 22, 2024	Valmont Industries, Inc.<br>• Sales down 18.9% year-over-year<br>• North America sales were lower as<br>farmer sentiment remains muted and<br>4Q 2022 benefited from ongoing<br>delivery of elevated backlog<br>• Average irrigation selling prices were<br>comparable to last year<br>• International growth was led by<br>higher project sales and sales from<br>the HR Products acquisition, offset by<br>lower sales in Brazil<br>• Operating margin decreased; driven<br>by lower volumes and higher SG&A<br>Sales ($M) Operating Income ($M)<br>$335.1<br>$271.6<br>2022 2023<br>$40.5<br>$13.9<br>$44.5<br>$27.8<br>2022 2023 2022 2023<br>Sales ($M) 2022 2023 %<br>North America $202.6 $136.4 -33%<br>International $132.5 $135.2 +2%<br>Irrigation Equipment and Parts $303.0 $244.1 -19%<br>Technology Products and Services $32.1 $27.5 -14%<br>GAAP: -65.6% Adjusted1<br>: -37.6%<br>12.2% 5.2% 13.4% 10.3%<br>-18.9%<br>NM = “not meaningful”<br>1Please see Reg G reconciliation to GAAP measures at end of document.
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YTD Cash Flow Highlights<br>11 February 22, 2024	Valmont Industries, Inc.<br>$M YTD 12/30/2023<br>Net Cash Flows from Operating Activities $307<br>Net Cash Flows from Investing Activities (115)<br>Net Cash Flows from Financing Activities (176)<br>Net Cash Flows from Operating Activities $307<br>Purchase of Property, Plant, & Equipment (97)<br>Free Cash Flows $210<br>• Strong 4Q 2023 Operating Cash<br>Flows of ~$116 million<br>• Full Year free cash flow of $210<br>million, driven by net earnings and<br>diligent working capital management,<br>primarily reductions in inventory
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Balanced Approach to Capital Allocation<br>2023 Full Year Capital Deployment: $525M<br>12 February 22, 2024	Valmont Industries, Inc.<br>Growing Our Business Returning Cash To Shareholders<br>• Targeting opportunities in end<br>markets with favorable and<br>global long-term demand<br>trends<br>• Completed acquisition of HR<br>Products<br>• Returns exceeding cost of<br>capital within 3 years<br>• Q4 Capex of $26M as we<br>continue to invest in strategic<br>capacity expansions<br>• Prioritize projects that deliver<br>high ROIC<br>• Support Industry 4.0<br>technology to drive efficiency<br>and productivity<br>• Q4 Dividends Paid $12.5M<br>• 9% dividend increase<br>announced February 2023<br>• Payout ratio target:<br>15% of earnings<br>• Q4 Share Repurchase of<br>$178.6M, inclusive of<br>$120.0M Accelerated Share<br>Repurchase<br>• Additional $400M share<br>repurchase authorization<br>announced February 2023;<br>~$136M remains on current<br>authorization<br>• Opportunistic approach,<br>supported by free cash flow<br>$97M<br>Capital Expenditures<br>$33M<br>Acquisitions<br>$345M<br>Share Repurchases<br>$50M<br>Dividends
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Strong Balance Sheet and Liquidity<br>13 February 22, 2024	Valmont Industries, Inc.<br>As of December 30, 2023<br>Cash $203 M<br>Total Long-Term Debt $1,108 M<br>Shareholders’ Equity $1,354 M<br>Total Debt to Adj. EBITDA1 1.84 x<br>Available Credit Under Revolving Credit Facility2 $422 M<br>Cash $203 M<br>Total Available Liquidity $625 M<br>• Long-term debt mostly<br>fixed-rate, with long-dated maturities<br>in 2044 and 2054<br>• Total Debt to Adjusted EBITDA<br>remains within our desired range of<br>1.5 to 2.5 times<br>• Strong and flexible balance sheet to<br>support balanced capital allocation<br>strategy<br>1 Please see Adjusted EBITDA and Leverage Ratio at end of document.<br>2 $800M Total Revolver less borrowings and Standby LCs of $378M.
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Segment Assumptions Other Assumptions<br>Full Year 2024 Outlook and Key Assumptions<br>• Growth in Infrastructure is expected to be more than offset by<br>lower Agriculture sales<br>• Infrastructure sales are expected to approach MSD growth;<br>lingering telecom softness is expected to be more than offset by<br>strong demand in our other infrastructure markets<br>• Agriculture sales are expected to decrease 15 to 20% due to<br>lower grain prices and farm income projections, and normalized<br>backlog<br>• Expect modest full-year operating margin improvement compared<br>to 2023<br>• Commitment to pricing leadership and ongoing improvement<br>in operational efficiencies to offset deleverage from volume<br>decline<br>• Lower SG&A expense including benefit of the organizational<br>realignment program announced in October 2023<br>• Effective tax rate of ~26%<br>• Minimal expected foreign currency translation impact to net sales<br>• Capital expenditures expected to be in the range of $125 to $140<br>million to support strategic growth initiatives<br>14 February 22, 2024	Valmont Industries, Inc.<br>(3.0%) – Flat<br>Change In Net Sales Y/Y<br>$14.25 – $15.50<br>GAAP Diluted EPS
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Valmont Business Model and<br>Long-Term Financial Targets<br>15 February 22, 2024	Valmont Industries, Inc.
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Valmont Business Model Enables Value Creation<br>16 February 22, 2024	Valmont Industries, Inc.<br>Committed to Focus Areas<br>Our stakeholders expect value creation.<br>These focus areas establish our<br>priorities to ensure we deliver on our<br>promises.<br>United by Core Values<br>Our Core Values define who we are, how we<br>approach our mission, and how we engage<br>with others<br>Our Business Model is the foundation in which we will create value and achieve our long-term financial targets.<br>Value Creation<br>Focus Areas<br>Core Values<br>H<br>gi<br>h<br>P- e<br>rfo<br>rmance<br>Culture<br>•<br>ROIC • Sustainability<br>•<br>Innovative<br>Custome<br>r<br>S<br>o<br>ul t<br>oi ns<br>Pass<br>oi n<br>•<br>Integrity<br>•<br>Continuous Improvement<br>•<br>Delive<br>r<br>R<br>es<br>u<br>lts
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Above-Market Growth Expected Through the Ag Cycle<br>17 February 22, 2024	Valmont Industries, Inc.<br>VMI Growth Rate: MSD+<br>Each Segment Growing Above Market<br>Strategic Geographic Expansion<br>New Products and Services<br>Customer-Centric Innovation<br>Footprint & Response Time<br>Engineering Capabilities<br>Competitive Advantages and Customer-Centric Innovation<br>Give us Confidence in Delivering Above Market Growth<br>Agriculture<br>Sustainability & Productivity<br>Food Security<br>Population Growth<br>VMI: MSD+<br>Mkt: MSD<br>Average growth rate through the cycle<br>Infrastructure<br>Multi-Year Energy Transition<br>Aging Infrastructure/Resilience<br>Technology & Data Consumption<br>VMI: MSD+<br>Mkt: MSD<br>1MSD: Mid Single Digit
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Providing New Long-Term Financial Targets<br>18 February 22, 2024	Valmont Industries, Inc.<br>MSD+<br>Net Sales<br>Growth1<br>Approaching<br>Mid-Teens<br>Operating<br>Margin<br>100%<br>Net Earnings<br>FCF Conversion<br>High-Teens<br>Return on Invested<br>Capital<br>Serving markets with<br>positive growth outlook<br>aligned with megatrends<br>Innovation and market<br>expansion to grow above<br>markets<br>Strategic pricing to align<br>with value we deliver<br>Streamlined organization<br>aligned with strategy<br>Operational efficiencies<br>& focus on the outliers<br>A disciplined and efficient<br>capital allocation strategy<br>Internal investments and<br>acquisitions are<br>evaluated based on<br>financial and strategic<br>criteria<br>Managing net working<br>capital to maximize cash<br>flow<br>Supply chain and<br>inventory optimization<br>1 VMI sales growth through the Agriculture cycle; organic sales growth only<br>Delivering reliable growth while expanding operating margins and ROIC to consistently create<br>shareholder value
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Q&A<br>19 February 22, 2024	Valmont Industries, Inc.
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Appendix<br>20 February 22, 2024	Valmont Industries, Inc.
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Actual and Projected Transmission Investment<br>21 February 22, 2024	Valmont Industries, Inc.<br>Source: Edison Electric Institute Business Analytics Group<br>Updated January 2024
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Infrastructure Investment and Jobs Act (IIJA)<br>22 February 22, 2024	Valmont Industries, Inc. Source: Grassley.senate.gov<br>Infrastructure Investment and Jobs Act Spending Breakdown (In Order - Most to Least)<br>Previously-Passed Transportation Funding	$650B<br>Roads, Bridges and Related Programs	$111B<br>Energy, Power and Electric Grid Reliability	$107.5B<br>Freight and Passenger Rail	$66B<br>Broadband	$65B<br>Water and Wastewater Infrastructure	$55B<br>Public Transportation	$39.2B<br>Airports	$25B<br>Natural Disaster Prevention and Mitigation	$23.3B<br>Cleaning-Up Abandoned Sites	$21B<br>Army Corps of Engineers	$16.7B<br>Highway and Pedestrian Safety	$11B<br>Ports and Coast Guard	$7.8B<br>Cybersecurity and other Infrastructure Programs	$10.11B
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5G Adoption<br>23 February 22, 2024	Valmont Industries, Inc. Source: GSMA Intelligence- The Mobile Economy 2023
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U.S. Net Cash Farm Income by Year<br>24 February 22, 2024	Valmont Industries, Inc.<br>Source: USDA<br>Updated February 7, 2024
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U.S. Drought Condition<br>25 February 22, 2024	Valmont Industries, Inc.<br>Source: Drought Monitor<br>Updated February 15, 2024
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26 February 22, 2024	Valmont Industries, Inc.<br>Steel Material Index Trends<br>Source: FastMarkets AMM<br>A dynamic steel cost environment can lead to variations in quarterly gross profit margin
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The non-GAAP table below discloses the impacts of the impairment of long-lived assets, realignment charges, and non-recurring charges associated with major scope changes for<br>two strategic projects initiated by departed senior leadership on net earnings for fiscal 2023, as well as the impact of the loss from Argentine peso hyperinflation and non-recurring<br>tax benefit items on net earnings. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings to<br>be taken into consideration by management and investors with the related reported GAAP measures.<br>1Earnings per share includes rounding<br>2The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.<br>Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures<br>Dollars in thousands, except per shares amounts<br>27 February 22, 2024	Valmont Industries, Inc.
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We previously presented non-GAAP financial measures adjusted for Prospera intangible asset amortization and stock-based compensation recognized for the Prospera employees to<br>provide investors with a better understanding of Agriculture segment performance related to traditional segment products. The Company conducted its annual impairment testing of<br>intangible asset value as of September 2, 2023 and significantly reduced the Prospera intangible asset value. Additionally, the Board of Directors approved certain realignment<br>activities commencing in the third quarter of fiscal 2023 that affected the future stock compensation recognized for the Prospera employees. As a result, we do not consider our<br>historical adjustments related to Prospera to arrive at non-GAAP financial measures to be relevant to investor understanding of fourth quarter of fiscal 2023, second half of fiscal<br>2023, and future segment performance. Since these items had been specific adjustments to net earnings for the first half of fiscal 2023, we removed what would otherwise have been<br>their effect on fiscal 2023 results which is presented as “further adjusted” net earnings below.<br>1Earnings per share includes rounding<br>2The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.<br>Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures<br>Dollars in thousands, except per shares amounts<br>27 February 22, 2024	Valmont Industries, Inc.
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The non-GAAP tables below disclose the impacts of the loss from the divestiture of the offshore wind energy structures business, intangible asset amortization (Prospera), and stock-based compensation recognized for the Prospera employees on net earnings for fiscal 2022 results. Amounts may be impacted by rounding. We believe it is useful when considering<br>company performance for the non-GAAP adjusted net earnings to be taken into consideration by management and investors with the related reported GAAP measures.<br>1Earnings per share includes rounding<br>2The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.<br>Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures<br>Dollars in thousands, except per shares amounts<br>28 February 22, 2024	Valmont Industries, Inc.
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The non-GAAP tables below disclose the impacts of the impairment of long-lived assets, realignment charges, and non-recurring charges associated with major scope changes for<br>two strategic projects initiated by departed senior leadership on fiscal 2023 results. Amounts may be impacted by rounding. We believe it is useful when considering company<br>performance for the non-GAAP adjusted operating income (loss) to be taken into consideration by management and investors with the related reported GAAP measures.<br>Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures<br>Dollars in thousands<br>29 February 22, 2024	Valmont Industries, Inc.<br>NM = not meaningful
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The non-GAAP tables below disclose the impacts of the intangible asset amortization (Prospera) and stock-based compensation recognized for the Prospera employees on 2022<br>results. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted operating income to be taken into<br>consideration by management and investors with the related reported GAAP measures.<br>Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures<br>Dollars in thousands<br>30 February 22, 2024	Valmont Industries, Inc.<br>NM = not meaningful
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Excluding Other segment net sales from the fourth quarter and fiscal year ended December 31, 2022, which we refer to in this reconciliation as “Adjusted Net Sales” is a non-GAAP<br>measure. The Other segment net sales were generated by the offshore wind energy structures business which was divested in December 2022. Adjusted Net Sales should not be<br>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<br>operating performance or liquidity. The table below shows how Adjusted Net Sales is calculated from the Company’s Statements of Earnings. Adjusted Net Sales is calculated as total<br>net sales less Other segment net sales. Adjusted Net Sales allows investors to analyze our operating performance in light of net sales of a divested business.<br>Reconciliation of Excluding Other Segment Net Sales<br>Dollars in thousands<br>31 February 22, 2024	Valmont Industries, Inc.<br>NM = not meaningful
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Excluding significant non-recurring items from the fourth quarter and fiscal year ended December 30, 2023, from the calculation of effective tax rate, which we refer to as “Adjusted<br>Effective Tax Rate”, is a non-GAAP measure. Adjusted Effective Tax Rate should not be considered in isolation or as a substitute for the effective tax rate prepared in accordance<br>with GAAP. The table below shows how Adjusted Effective Tax Rate is calculated from the Company’s Statements of Earnings. Adjusted Effective Tax Rate is calculated as total<br>earnings before income taxes and equity in loss of nonconsolidated subsidiaries plus the significant non-recurring items of impairment of long-lived assets, realignment charges, non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership, the loss from Argentine peso hyperinflation, and non-recurring tax benefit items. Adjusted Effective Tax Rate allows investors to analyze our effective tax rate in light of these non-recurring items.<br>Reconciliation of Adjusted Effective Tax Rate<br>Dollars in thousands<br>32 February 22, 2024	Valmont Industries, Inc.
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1Adjusted net earnings for purposes of calculating free cash flow conversion may not agree to the adjusted net earnings. The difference is due to non-recurring expenses which were<br>settled in cash in the year of occurrence as part of net cash flows from operating activities.<br>2We use the non-GAAP measure of free cash flow, which we define as GAAP net cash flows from operating activities reduced by the purchase of property, plant, and equipment. We<br>believe that free cash flow is a useful performance measure for management and useful to investors as the basis for comparing our performance with other companies. Our measure<br>of free cash flow may not be directly comparable to similar measures used by other companies.<br>Historical Free Cash Flow1,2 (2014 – 2023)<br>Dollars in millions<br>33 February 22, 2024	Valmont Industries, Inc.
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1We use the non-GAAP measure of free cash flow, which we define as GAAP net cash flows from operating activities reduced by the purchase of property, plant, and equipment. We<br>believe that free cash flow is a useful performance measure for management and useful to investors as the basis for comparing our performance with other companies. Our measure<br>of free cash flow may not be directly comparable to similar measures used by other companies.<br>Free Cash Flow Throughout the Cycle<br>Dollars in millions<br>34 February 22, 2024	Valmont Industries, Inc.<br>101<br>227<br>175<br>78 81<br>210 210<br>(42)<br>233<br>210<br>148<br> (100)<br> (50)<br> -<br> 50<br> 100<br> 150<br> 200<br> 250<br> 300<br> 350<br>2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 10 Year<br>Avg<br>GAAP 0.55X 5.66X 1.00X 0.65X 0.80X 1.44X 1.49X (0.21X) 0.93X 1.39X<br>Adj. 0.53X 1.71X 1.25X 0.48X 0.62X 1.44X 1.31X (0.19X) 0.82X 0.72X<br>Historical FCF Conversion by Year1<br>2014 – 2023 Free Cash Flow1<br>10-yr Avg. $148M<br>GAAP 1.37X<br>Adj. 0.87X<br>Years of rapid raw material cost inflation
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Certain of our debt agreements contain covenants that require us to maintain certain coverage ratios. Our Debt to Adjusted EBITDA may not exceed 3.5X Adjusted EBITDA (or<br>3.75X Adjusted EBITDA after certain material acquisitions) of the prior four fiscal quarters. See “Leverage Ratio” below.<br>Calculation of Adjusted EBITDA and Leverage Ratio<br>Dollars in thousands<br>35 February 22, 2024	Valmont Industries, Inc.
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