Exhibit 99.1


		FOR IMMEDIATE RELEASE

Contact:	Renee Campbell
Email:	renee.campbell@valmont.com
Date:	February 18, 2025

Valmont Reports Fourth Quarter and Full-Year 2024 Results

Full-Year Revenue of $4.08 Billion, Record Diluted Earnings Per Share of $17.19, and

Strong Operating Cash Flows of $573 Million

OMAHA, Neb.-- Valmont^® Industries, Inc. (NYSE: VMI), a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity, today reported financial results for the fourth quarter and fiscal year ended December 28, 2024.

President and Chief Executive Officer Avner M. Applbaum commented, “The fourth quarter capped off an outstanding year for Valmont as we continued executing our strategy. Both our Infrastructure and Agriculture segments achieved sales growth, and we expanded consolidated operating profit margins year-over-year through strategic pricing, improved operational efficiencies, and disciplined cost management. I want to thank the entire Valmont team for their dedication and hard work in delivering these strong results.”

“Looking ahead to 2025, demand for our Infrastructure products and solutions will drive continued sales growth. In Agriculture, international sales, particularly large-scale projects, will help offset expected market softness in North America. Across both segments, we remain focused on commercial and operational excellence, leveraging our streamlined organization to deliver exceptional value to our customers and shareholders.”

Fourth Quarter 2024 Highlights (all metrics compared to Fourth Quarter 2023 unless otherwise noted)

●	Net sales increased 2.1% to $1.04 billion, compared to $1.02 billion

●	Operating income increased to $120.0 million or 11.6% of net sales, compared to $63.5 million or 6.3% of net sales ($100.2 million or 9.9% adjusted¹ in 2023)

●	Diluted earnings per share (“EPS”) increased to $3.84, compared to $1.38 ($3.18 adjusted¹ in 2023)

●	Operating cash flows increased 66.9% to $193.4 million, compared to $115.9 million

o

Cash and cash equivalents at the end of the fourth quarter were $164.3 million

●	Invested $25.6 million in capital expenditures and returned $27.0 million to shareholders through share repurchases and dividends

●	Moody's Ratings upgraded the Company's credit rating to Baa2

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

Full Year 2024 Highlights (all metrics compared to Full Year 2023 unless otherwise noted)

●	Net sales decreased 2.4% to $4.08 billion, compared to $4.17 billion

o

Infrastructure sales of $3.0 billion were similar to prior year, while Agriculture sales declined 8.3%

●	Operating income increased to $524.6 million or 12.9% of net sales, compared to $291.6 million or 7.0% of net sales ($473.2 million or 11.3% adjusted¹ in 2023)

●	Diluted EPS increased to $17.19, compared to $6.78 ($14.98 adjusted¹ in 2023)

●	Operating cash flows meaningfully increased 86.7% to $572.7 million, compared to $306.8 million, driven by strong net earnings and effective working capital management

o

Free cash flow¹ increased 134.9% to $493.2 million, compared to $210.0 million

●	Invested $79.5 million in capital expenditures and returned $118.4 million to shareholders through share repurchases and dividends

●	Deployed $393.0 million to fully repay the revolving credit facility balance, achieving a net leverage ratio¹ of 1.0

●	Achieved return on invested capital¹ of 16.4%

Key Financial Metrics


Fourth Quarter 2024	GAAP					Adjusted¹
(In thousands, except per-share amounts)	12/28/2024		12/30/2023				12/28/2024		12/30/2023
	Q4 2024		Q4 2023		vs. Q4 2023		Q4 2024		Q4 2023		vs. Q4 2023
Net Sales	$	1,037,294	$	1,015,526	2.1%		$	1,037,294	$	1,015,526	2.1%
Gross Profit		313,021		282,941	10.6%			313,021		282,941	10.6%
Gross Profit as a % of Net Sales		30.2%		27.9%				30.2%		27.9%
Operating Income		119,988		63,548	88.8%			119,988		100,204	19.7%
Operating Income as a % of Net Sales		11.6%		6.3%				11.6%		9.9%
Net Earnings Attributable to VMI²		77,653		28,587	171.6%			77,653		66,034	17.6%
Diluted Earnings per Share		3.84		1.38	178.3%			3.84		3.18	20.8%
Weighted Average Shares Outstanding		20,197		20,764				20,197		20,764


Full Year 2024	GAAP					Adjusted¹
(In thousands, except per-share amounts)	12/28/2024		12/30/2023				12/28/2024		12/30/2023
	FY 2024		FY 2023		vs. FY 2023		FY 2024		FY 2023		vs. FY 2023
Net Sales	$	4,075,034	$	4,174,598	(2.4)%		$	4,075,034	$	4,174,598	(2.4)%
Gross Profit		1,241,212		1,236,034	0.4%			1,241,212		1,236,034	0.4%
Gross Profit as a % of Net Sales		30.5%		29.6%				30.5%		29.6%
Operating Income		524,584		291,557	79.9%			524,584		473,237	10.9%
Operating Income as a % of Net Sales		12.9%		7.0%				12.9%		11.3%
Net Earnings Attributable to VMI^2,3		348,259		143,475	142.7%			348,259		316,926	9.9%
Diluted Earnings per Share³		17.19		6.78	153.5%			17.19		14.98	14.8%
Weighted Average Shares Outstanding		20,261		21,159				20,261		21,159

²Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests

³Q2 2024 included a tax benefit of approximately $3.0 million or $0.15 per share due to the reduction of a valuation allowance on a tax loss carryforward in a foreign subsidiary

Fourth Quarter 2024 Segment Review (all metrics compared to Fourth Quarter 2023 unless otherwise noted)

Infrastructure (73.3% of Net Sales)

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

Sales increased 2.1% to $763.6 million, compared to $748.3 million.

Utility sales grew 5.9%, driven by pricing excellence and a favorable product mix, with higher volumes of distribution and substation products, which more than offset steel index deflation. Telecommunications sales

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

increased significantly, benefiting from a higher level of carrier spending in a stabilizing North American market. Solar sales declined significantly, primarily in North America, following the Company’s strategic decision earlier in 2024 to exit certain low-margin projects.

Operating income increased to $122.0 million or 16.0% of net sales, compared to $82.6 million or 11.1% of net sales ($98.7 million or 13.2% adjusted¹ in 2023). This growth was driven by pricing excellence, a reduction in the cost of goods sold and higher volumes.

Agriculture (26.7% of Net Sales)

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

Sales increased 2.3% to $278.0 million, compared to $271.6 million, despite a 2.3% unfavorable impact from foreign currency translation.

In North America, irrigation equipment volumes were slightly lower. Increased replacement sales, driven by severe weather events earlier in 2024, were offset by continued agriculture market softness due to lower grain prices. Internationally, sales were higher year-over-year, led by strong growth in the Europe, Middle East, and Africa (“EMEA”) region, and slightly higher sales in Brazil amid a stabilizing market environment.

Operating income increased to $28.5 million or 10.3% of net sales, compared to $13.9 million or 5.2% of net sales ($27.8 million or 10.3% adjusted¹ in 2023), reflecting reduced SG&A expenses.

Providing 2025 Full-Year Financial Outlook and Key Assumptions

The Company is introducing its full-year 2025 financial outlook, including projected net sales and diluted earnings per share, and key assumptions for the year.


Metric	2025 Outlook
Net Sales	$4.0 to $4.2 billion ~(2%) to ~+3% ~(0.5%) to ~+4.5% Constant Currency¹
Infrastructure Net Sales	$3.02 to $3.16 billion Growth of ~+1% to ~+5.5% ~+2% to ~+6.5% Constant Currency¹
Agriculture Net Sales	$0.98 to $1.04 billion Decline of ~(9.5%) to ~(3.5%) ~(7%) to ~(1%) Constant Currency¹
Diluted Earnings per Share	$17.20 to $18.80
Capital Expenditures	$140 to $160 million
Effective Tax Rate	~26.0%

Key Assumptions

●

Steel cost assumptions are aligned with futures markets as of February 14, 2025.

●

Based on the Company’s understanding of the recently announced China tariffs, and the steel and aluminum import tariffs introduced on February 10, 2025, these direct impacts have been factored into the 2025 outlook.

●

The potential timing and impact of additional U.S. import tariffs, including a proposed 25% tariff on all imports from Mexico and Canada, as well as retaliatory actions by other countries, remains unclear and are not included in the 2025 outlook.

¹Please 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 Thomas Liguori, Executive Vice President and Chief Financial Officer, will take place on Tuesday, February 18, 2025 at 8:00 a.m. CT. The discussion can be accessed by telephone at +1 877.407.6184 or +1 201.389.0877 (no Conference ID needed) or via webcast at the following link: Valmont Industries 4Q and Full Year 2024 Earnings Conference Call. A slide presentation will be available for download on the Investors page of valmont.com during the webcast. A replay of the event will be accessible three hours after the call at the above link or by telephone at +1 877.660.6853 or +1 201.612.7415 using access code 13750342. The replay will be available until 10:59 p.m. CT on February 25, 2025.

About Valmont Industries, Inc.

For nearly 80 years, Valmont has been a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity. We are committed to customer-focused innovation that delivers lasting value. Learn more about how we’re Conserving Resources. Improving Life.^® at valmont.com.

Concerning Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions made by management, considering its experience in the industries where Valmont operates, perceptions of historical trends, current conditions, expected future developments, and other relevant factors. It is important to note that these statements are not guarantees of future performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control), and assumptions. While management believes these forward-looking statements are based on reasonable assumptions, numerous factors could cause actual results to differ materially from those anticipated. These factors include, among other things, risks described in Valmont’s reports to the Securities and Exchange Commission (“SEC”), the Company’s actual cash flows and net income, future economic and market circumstances, industry conditions, company performance and financial results, operational efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, geopolitical risks, and actions and policy changes by domestic and foreign governments. The Company cautions that any forward-looking statements in this release are made as of its publication date and does not undertake to update these statements, except as required by law.

Website and Social Media Disclosure

The Company uses its website and social media channels, as identified on its website, to distribute company information. Posts on these channels may contain material information. Therefore, investors should monitor these channels alongside the Company’s press releases, SEC filings, and public conference calls and webcasts. The contents of the Company’s website and social media channels are not considered part of this press release.

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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars and shares in thousands, except per-share amounts)

(Unaudited)


	Thirteen weeks ended				Fifty-two weeks ended
	December 28,		December 30,		December 28,		December 30,
	2024		2023		2024		2023
Net sales	$	1,037,294	$	1,015,526	$	4,075,034	$	4,174,598
Cost of sales		724,273		732,585		2,833,822		2,938,564
Gross profit		313,021		282,941		1,241,212		1,236,034
Selling, general, and administrative expenses		193,033		188,363		716,628		768,423
Impairment of goodwill and other intangible assets		—		—		—		140,844
Realignment charges		—		31,030		—		35,210
Operating income		119,988		63,548		524,584		291,557
Other income (expenses):
Interest expense		(12,342)		(15,314)		(58,722)		(56,808)
Interest income		1,825		1,651		7,183		6,230
Gain on deferred compensation investments		518		1,773		3,634		3,564
Gain (loss) on divestitures		(4,474)		—		(4,474)		2,994
Other		138		(6,492)		(3,524)		(11,085)
Total other income (expenses)		(14,335)		(18,382)		(55,903)		(55,105)
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries		105,653		45,166		468,681		236,452
Income tax expense		27,199		10,882		117,978		90,121
Equity in loss of nonconsolidated subsidiaries		(19)		(200)		(79)		(1,419)
Net earnings		78,435		34,084		350,624		144,912
Loss (earnings) attributable to redeemable noncontrolling interests		(782)		1,877		(2,365)		5,937
Net earnings attributable to Valmont Industries, Inc.		77,653		35,961		348,259		150,849
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	$	77,653	$	28,587	$	348,259	$	143,475

Weighted average shares outstanding - Basic		20,031		20,577		20,122		20,956
Earnings per share - Basic	$	3.88	$	1.39	$	17.31	$	6.85

Weighted average shares outstanding - Diluted		20,197		20,764		20,261		21,159
Earnings per share - Diluted	$	3.84	$	1.38	$	17.19	$	6.78

Cash dividends per share	$	0.60	$	0.60	$	2.40	$	2.40

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)


	Thirteen weeks ended				Fifty-two weeks ended
	December 28,		December 30,		December 28,		December 30,
	2024		2023		2024		2023
Infrastructure
Net sales	$	760,848	$	745,713	$	2,998,381	$	2,999,637
Gross profit		230,383		201,968		903,736		842,081
as a percentage of net sales		30.3%		27.1%		30.1%		28.1%
Selling, general, and administrative expenses		108,345		103,227		406,596		424,997
as a percentage of net sales		14.2%		13.8%		13.6%		14.2%
Impairment of goodwill and other intangible assets		—		—		—		3,571
Realignment charges		—		16,191		—		17,260
Operating income		122,038		82,550		497,140		396,253
as a percentage of net sales		16.0%		11.1%		16.6%		13.2%

Agriculture
Net sales	$	276,446	$	269,813	$	1,076,653	$	1,174,961
Gross profit		82,638		80,973		337,476		393,953
as a percentage of net sales		29.9%		30.0%		31.3%		33.5%
Selling, general, and administrative expenses		54,139		58,833		199,140		230,729
as a percentage of net sales		19.6%		21.8%		18.5%		19.6%
Impairment of goodwill and other intangible assets		—		—		—		137,273
Realignment charges		—		8,194		—		9,101
Operating income		28,499		13,946		138,336		16,850
as a percentage of net sales		10.3%		5.2%		12.8%		1.4%

Corporate
Selling, general, and administrative expenses	$	30,549	$	26,303	$	110,892	$	112,697
Realignment charges		—		6,645		—		8,849
Operating loss		(30,549)		(32,948)		(110,892)		(121,546)

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

In the fourth quarter of fiscal 2024, the Company renamed its Transmission, Distribution, and Substation product line to the Utility product line.

In fiscal 2024, the Company realigned management's reporting structure for certain composite structure sales and, accordingly, revised its presentation of sales across product lines to reflect how the product is currently managed. The reporting for the thirteen and fifty-two weeks ended December 30, 2023 was adjusted to conform to the fiscal 2024 presentation. As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $14,598 and $47,902 for the thirteen and fifty-two weeks ended December 30, 2023, respectively.


	Thirteen weeks ended December 28, 2024
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical Market:
North America	$	597,830	$	129,319	$	(4,209)	$	722,940
International		165,811		148,665		(122)		314,354
Total sales	$	763,641	$	277,984	$	(4,331)	$	1,037,294

Product Line:
Utility	$	350,710	$	—	$	—	$	350,710
Lighting and Transportation		216,130		—		—		216,130
Coatings		87,029		—		(2,671)		84,358
Telecommunications		74,121		—		—		74,121
Solar		35,651		—		(122)		35,529
Irrigation Equipment and Parts		—		255,042		(1,538)		253,504
Technology Products and Services		—		22,942		—		22,942
Total sales	$	763,641	$	277,984	$	(4,331)	$	1,037,294


	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:
Utility	$	331,272	$	—	$	—	$	331,272
Lighting and Transportation		221,612		—		—		221,612
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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)


	Fifty-two weeks ended December 28, 2024
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical Market:
North America	$	2,348,250	$	570,517	$	(17,045)	$	2,901,722
International		660,326		513,191		(205)		1,173,312
Total sales	$	3,008,576	$	1,083,708	$	(17,250)	$	4,075,034

Product Line:
Utility	$	1,368,333	$	—	$	—	$	1,368,333
Lighting and Transportation		884,128		—		—		884,128
Coatings		353,739		—		(9,992)		343,747
Telecommunications		250,770		—		—		250,770
Solar		151,606		—		(203)		151,403
Irrigation Equipment and Parts		—		985,840		(7,055)		978,785
Technology Products and Services		—		97,868		—		97,868
Total sales	$	3,008,576	$	1,083,708	$	(17,250)	$	4,075,034


	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:
Utility	$	1,291,670	$	—	$	—	$	1,291,670
Lighting and Transportation		916,170		—		—		916,170
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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)


	December 28,		December 30,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	164,315	$	203,041
Receivables, net		654,360		657,960
Inventories		590,263		658,428
Contract assets		187,257		175,721
Prepaid expenses and other current assets		87,197		92,479
Total current assets		1,683,392		1,787,629
Property, plant, and equipment, net		588,972		617,394
Goodwill and other non-current assets		1,057,608		1,072,425
Total assets	$	3,329,972	$	3,477,448

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	692	$	719
Notes payable to banks		1,669		3,205
Accounts payable		372,197		358,311
Accrued expenses		275,407		277,764
Contract liabilities		126,932		70,978
Income taxes payable		22,509		—
Dividends payable		12,019		12,125
Total current liabilities		811,425		723,102
Long-term debt, excluding current installments		729,941		1,107,885
Operating lease liabilities		134,534		162,743
Other non-current liabilities		60,459		66,646
Total liabilities		1,736,359		2,060,376
Redeemable noncontrolling interests		51,519		62,792
Shareholders' equity		1,542,094		1,354,280
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	3,329,972	$	3,477,448

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Fifty-two weeks ended
	December 28,		December 30,
	2024		2023
Cash flows from operating activities:
Net earnings	$	350,624	$	144,912
Depreciation and amortization		95,395		98,708
Contribution to defined benefit pension plan		(19,599)		(17,345)
Impairment of goodwill and other intangible assets		—		140,844
Loss (gain) on divestitures		4,474		(2,994)
Change in working capital		120,453		(66,342)
Other		21,331		8,992
Net cash flows from operating activities		572,678		306,775
Cash flows from investing activities:
Purchases of property, plant, and equipment		(79,451)		(96,771)
Proceeds from divestiture, net of cash divested		3,830		6,369
Proceeds from property damage insurance claims		—		7,468
Acquisitions, net of cash acquired		—		(32,676)
Other		(3,257)		329
Net cash flows from investing activities		(78,878)		(115,281)
Cash flows from financing activities:
Net repayments on short-term borrowings		(1,485)		(3,298)
Proceeds from long-term borrowings		30,009		370,012
Principal repayments on long-term borrowings		(408,080)		(134,748)
Dividends paid		(48,358)		(49,515)
Purchases of redeemable noncontrolling interests		(17,745)		—
Repurchases of common stock		(70,069)		(345,279)
Other		(6,832)		(13,577)
Net cash flows from financing activities		(522,560)		(176,405)
Effect of exchange rates on cash and cash equivalents		(9,966)		2,546
Net change in cash and cash equivalents		(38,726)		17,635
Cash and cash equivalents—beginning of period		203,041		185,406
Cash and cash equivalents—end of period	$	164,315	$	203,041

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

FISCAL 2025 FULL-YEAR FINANCIAL OUTLOOK BRIDGE

(Dollars in millions, except per-share amounts)

(Unaudited)

The tables below outline the bridge from fiscal 2024 net sales and diluted earnings per share to the forecasted figures for fiscal 2025.


Net sales - fiscal 2024	$	4,075
Infrastructure volume		200
Net pricing (steel deflation)		(40)
Agriculture storm volume		(50)
Strategic deselection		(25)
FX translation		(60)
Net sales outlook midpoint - fiscal 2025	$	4,100


Diluted earnings per share - fiscal 2024	$	17.19
Operating profit		0.50
Interest expense		0.35
Share count		0.16
Tariff		(0.20)
Diluted earnings per share outlook midpoint - fiscal 2025	$	18.00

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

USE OF NON-GAAP FINANCIAL MEASURES

Management utilizes non-GAAP financial measures to assess the Company’s historical and prospective financial performance, evaluate operational profitability on a consistent basis, factor into executive compensation decisions, and enhance transparency for the investment community. These non-GAAP measures are intended to supplement, not replace, the Company’s reported financial results prepared in accordance with GAAP. It is important to note that other companies may calculate these measures differently, which can limit their usefulness for comparison across organizations.

The following non-GAAP measures may be included in financial releases and other financial communications:

●

Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Earnings, and Adjusted Diluted EPS: These metrics provide meaningful supplemental insights into the Company’s operating performance by excluding items that are not considered part of core operating results. This approach enhances comparability across reporting periods. Adjustments may include costs or benefits associated with acquisitions, expenses related to realignment or restructuring programs, goodwill or intangible asset impairment, significant expenses or benefits from changes in tax laws or rates, cumulative effects of changes in accounting standards, refinancing-related expenses, loss or gain from a partial or full settlement of the U.K defined benefit pension plan obligation, losses from natural disasters, and other non-recurring items.

●

Adjusted EBITDA: This metric is a key component of a financial ratio included in the covenants of our major debt agreements. It is calculated as net earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other adjustments as outlined in the applicable debt agreements. This metric offers investors and analysts valuable insights into the Company’s core operating performance. Adjusted EBITDA margin is also used to evaluate profitability.

●

Leverage Ratio: This ratio is calculated by taking the sum of interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), and dividing it by Adjusted EBITDA. This is a key financial ratio included in the covenants of our major debt agreements and is calculated on a rolling four-fiscal-quarter basis.

●

Free Cash Flow: Calculated as net cash provided by operating activities minus capital expenditures, free cash flow serves as an indicator of the Company’s financial strength. However, this measure does not fully reflect the Company’s ability to deploy cash freely, as it obligations such as debt repayments and other fixed commitments.

●

Backlog: This operating measure is used to evaluate future potential sales revenue. An order is included in the backlog upon receipt of a customer purchase order or the execution of a sales order contract. Backlog is particularly relevant to the Infrastructure segment due to the longer-term nature of its projects. However, backlog is not a term defined under U.S. GAAP and does not measure contract profitability. It should not be viewed as the sole indicator of future revenue, as many projects with short lead times book-and-bill within the same reporting period and are not included in the backlog.

●

Constant Currency: Defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. dollar.

●

ROIC: Return on invested capital (“ROIC”) and adjusted ROIC are key operating ratios that enable investors to assess our operating performance relative to the investment needed to generate operating profit. 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 adjusted operating income 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).

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON 2023 REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars and shares in thousands, except per-share amounts)

(Unaudited)

The non-GAAP table below discloses the impacts on net earnings for fiscal 2023 from several items, including the impairment of goodwill and other intangible assets, realignment charges, and non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership. It also includes the effects of the loss from Argentine peso hyperinflation and non-recurring tax benefit items. Amounts may be impacted by rounding. The Company believes that presenting non-GAAP adjusted net earnings, alongside the corresponding reported GAAP measures, provides useful insights for both management and investors when evaluating performance.


	Thirteen				Fifty-two
	weeks ended		Diluted		weeks ended		Diluted
	December 30,		earnings per		December 30,		earnings per
	2023		share¹		2023		share¹
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 goodwill and other intangible 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 adjustments²		(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 - diluted				20,764				21,159

The Company previously adjusted non-GAAP financial measures to exclude Prospera intangible asset amortization and stock-based compensation for Prospera employees, providing investors with a clearer view of the Agriculture segment’s performance related to traditional products. Following the annual impairment testing of intangible asset values as of September 2, 2023, the Company significantly reduced the value of Prospera intangible assets. Additionally, realignment activities approved by the Board of Directors in the third quarter of fiscal 2023 impacted future stock compensation for Prospera employees. As a result, the Company no longer considers these historical adjustments related to Prospera to be relevant for understanding the Agriculture segment’s performance in the fourth quarter of fiscal 2023, the second half of fiscal 2023, or in future periods. Since these adjustments were included in net earnings for the first half of fiscal 2023, the Company has removed their impact when presenting the “further adjusted” net earnings for fiscal 2023 below.


	Thirteen				Fifty-two
	weeks ended		Diluted		weeks ended		Diluted
	December 30,		earnings per		December 30,		earnings per
	2023		share¹		2023		share¹
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 adjustments²		—		—		(1,092)		(0.05)
Net earnings attributable to Valmont Industries, Inc. -
further adjusted	$	66,034	$	3.18	$	323,402	$	15.28
Average shares outstanding - diluted				20,764				21,159

¹Diluted earnings per share includes rounding.

²The 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 2023 REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

The non-GAAP tables below disclose the impacts on operating income (loss) for fiscal 2023 from several items, including the impairment of goodwill and other intangible assets, realignment charges, and other non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership. Amounts may be impacted by rounding. The Company believes that presenting non-GAAP adjusted operating income (loss), alongside the corresponding reported GAAP measures, provides useful insights for both management and investors when evaluating performance.


	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 goodwill and other intangible 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%

The Company previously adjusted non-GAAP financial measures to exclude Prospera intangible asset amortization and stock-based compensation for Prospera employees, providing investors with a clearer view of the Agriculture segment’s performance related to traditional products. Following the annual impairment testing of intangible asset values as of September 2, 2023, the Company significantly reduced the value of Prospera intangible assets. Additionally, realignment activities approved by the Board of Directors in the third quarter of fiscal 2023 impacted future stock compensation for Prospera employees. As a result, the Company no longer considers these historical adjustments related to Prospera to be relevant for understanding the Agriculture segment’s performance in the fourth quarter of fiscal 2023, the second half of fiscal 2023, or in future periods. Since these adjustments were included in operating income (loss) for the first half of fiscal 2023, the Company has removed their impact when presenting “further adjusted” operating income (loss) for fiscal 2023 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

REGULATION G RECONCILIATION OF ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)


	Thirteen weeks ended		Fifty-two weeks ended
	December 28,		December 28,
	2024		2024
Net cash flows from operating activities	$	193,414	$	572,678
Interest expense		12,342		58,722
Income tax expense		27,199		117,978
Deferred income taxes		8,696		24,655
Redeemable noncontrolling interests		(782)		(2,365)
Net periodic pension cost		(158)		(640)
Contribution to defined benefit pension plan		60		19,599
Changes in assets and liabilities		(78,881)		(128,232)
Other		(11,638)		(12,172)
Proforma divestitures adjustment		59		(2,346)
Adjusted EBITDA	$	150,311	$	647,877

Net earnings attributable to Valmont Industries, Inc.	$	77,653	$	348,259
Interest expense		12,342		58,722
Income tax expense		27,199		117,978
Depreciation and amortization		24,854		95,395
Stock-based compensation		8,204		29,869
Proforma divestitures adjustment		59		(2,346)
Adjusted EBITDA	$	150,311	$	647,877

Net sales	$	1,037,294	$	4,075,034
Adjusted EBITDA	$	150,311	$	647,877
Adjusted EBITDA margin		14.5%		15.9%

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)


	December 28,
	2024
Interest-bearing debt, excluding origination fees and discounts of $25,613	$	757,915
Less: Cash and cash equivalents in excess of $50,000		114,315
Net indebtedness	$	643,600
Adjusted EBITDA		647,877
Leverage ratio		0.99

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF FREE CASH FLOW

(Dollars in thousands)

(Unaudited)


	Fifty-two weeks ended
	December 28,		December 30,
	2024		2023
Net cash flows from operating activities	$	572,678	$	306,775
Net cash flows from investing activities		(78,878)		(115,281)
Net cash flows from financing activities		(522,560)		(176,405)

Net cash flows from operating activities	$	572,678	$	306,775
Purchases of property, plant, and equipment		(79,451)		(96,771)
Free cash flow	$	493,227	$	210,004

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)


	December 28,		December 30,
	2024		2023
Infrastructure	$	1,273.3	$	1,299.6
Agriculture		163.4		165.9
Total backlog	$	1,436.7	$	1,465.5

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF CONSTANT CURRENCY

(Dollars in thousands)

(Unaudited)


	Fiscal 2025 Net Sales Outlook
	Low End						High End
	Infrastructure		Agriculture		Consolidated		Infrastructure		Agriculture		Consolidated
Net sales	$	3,025,000	$	975,000	$	4,000,000	$	3,160,000	$	1,040,000	$	4,200,000
Impact of foreign exchange		35,000		25,000		60,000		35,000		25,000		60,000
Net sales - constant currency	$	3,060,000	$	1,000,000	$	4,060,000	$	3,195,000	$	1,065,000	$	4,260,000

Net sales - year-over-year change		0.9%		(9.4)%		(1.8)%		5.4%		(3.4)%		3.1%
Impact of foreign exchange		1.2%		2.3%		1.5%		1.2%		2.3%		1.5%
Net sales - constant currency		2.1%		(7.1)%		(0.4)%		6.6%		(1.1)%		4.5%

The foreign exchange impact assumes the following currency exchange rates for the most significant translation effects: BRL/USD: 5.90, AUD/USD: 1.58, and EUR/USD: 0.96

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF RETURN ON INVESTED CAPITAL

(Dollars in thousands)

(Unaudited)


	Fifty-two
	weeks ended
	December 28,
	2024
Operating income	$	524,584
Effective tax rate		25.2%
Tax effect on operating income		(132,050)
After-tax operating income	$	392,534
Average invested capital	$	2,396,436
Return on invested capital		16.4%

Total assets	$	3,329,972
Less: Defined benefit pension asset		(46,520)
Less: Accounts payable		(372,197)
Less: Accrued expenses		(275,407)
Less: Contract liabilities		(126,932)
Less: Income taxes payable		(22,509)
Less: Dividends payable		(12,019)
Less: Deferred income taxes		(6,344)
Less: Operating lease liabilities		(134,534)
Less: Deferred compensation		(33,302)
Less: Other non-current liabilities		(20,813)
Total invested capital	$	2,279,395
Beginning invested capital		2,513,477
Average invested capital	$	2,396,436