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Item 1. Business

2025-02-25 compared with 2024-02-28 · 202 added, 234 removed, 21 unchanged (95% of the section changed)

Valmont Industries, Inc., along with its subsidiaries (collectively, the “Company”, “Valmont”, “we”, “us”, or “our”), is a diversified manufacturer of products and services for infrastructure and agriculture markets.

We were founded in 1946, went public in 1968, and our shares trade on the New York Stock Exchange under the ticker symbol “VMI”.

We are headquartered in Omaha, Nebraska.

Our purpose as a company is to conserve resources and improve life.

We have two reportable segments based on our management structure.

Both reportable segments are global in nature with a manager responsible for operational performance and allocation of capital.

Corporate expense is net of certain service-related expenses that are allocated to business units generally based on employee headcounts and sales dollars.

Customers and end-users of our Infrastructure products include utility and telecommunication companies, municipalities and government entities, manufacturers of commercial lighting fixtures, and contractors.

Customers of our Agriculture segment are primarily dealers who resell mechanized irrigation equipment to their end-customer, the farmer.

Both segments service the general manufacturing sector as well.

In fiscal 2023, approximately 31% of our net sales were either sold in markets or produced by our manufacturing plants outside of North America.

Valmont Industries, Inc., along with its subsidiaries (collectively referred to as the “Company,” “Valmont,” “we,” “us,” or “our”), is a diversified manufacturer of products and services for infrastructure and agriculture markets.

Founded in 1946 and headquartered in Omaha, Nebraska, our purpose is to conserve resources and improve life.

We have been publicly traded since 1968, with our shares listed on the New York Stock Exchange under the ticker symbol “VMI.”

Our reportable segments are as follows:

Infrastructure:

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

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, we had a business and related activities that were not more than 10% of consolidated sales, operating income, or assets.

These activities comprised the offshore wind energy structures business until its divestiture in the fourth quarter of fiscal 2022.

Information concerning the principal products produced and services rendered, markets, competition, and distribution methods for each of our two reportable segments is set forth below.

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

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

Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022.

Further information on the principal products, services, markets, competition, and distribution methods for each of our two reportable segments is provided below.

Infrastructure Segment

● Transmission, Distribution, and Substation (“TD&S”):

We engineer and manufacture steel, pre-stressed concrete, and composite structures to support the lines and equipment that carry and transform power for electrical transmission, substation, and distribution applications for the utility industry.

Transmission refers to moving high-voltage power from where it is produced to where it is used.

Substations transform the electricity from the generation source so that it can be carried on the transmission lines.

A substation is then required to transform the high-voltage electricity from the transmission lines to low voltage so it can be distributed to the end-user.

These innovative structures are offered to meet the growing demand for reliable energy.

These solutions also support grid hardening across the globe, where fires, storms, and floods are occurring with increasing regularity.

TD&S projects are often complex and include large structures, therefore product design engineering is important to the function and safety of these solutions.

Our engineering process considers weather and loading conditions, such as wind speeds, ice loads, and power line requirements, to arrive at the final design.

We design, engineer, and manufacture structures made of steel, pre-stressed concrete, and composites to support the infrastructure necessary for electrical transmission, substations, and distribution applications within the utility industry.

Transmission involves moving high-voltage power from generation sources to consumption points, while substations play a crucial role in transforming electricity to make it suitable for both transmission and distribution to end-users.

Our scalable solutions feature innovative designs that address the growing demand for reliable energy, especially considering increasing concerns about grid resilience due to natural disasters like fires, storms, and floods.

Each project is complex, requiring significant engineering expertise to address various loading conditions and environmental factors.

By addressing factors such as wind speeds and specific power line requirements, we contribute to the development of resilient infrastructure that can withstand the challenges of an evolving energy landscape.

● Lighting and Transportation (“L&T”):

We design, engineer, and manufacture steel, aluminum, wood, and composite poles and structures for a wide range of lighting and transportation applications.

The demand for these products is driven by infrastructure, commercial, and residential construction and by consumers’ desire for

well-lit streets, highways, parking lots, and common areas.

Beyond technical and engineering needs, customers also want product designs that are visually appealing and meet local aesthetic requirements.

Our traffic and sign structures contribute to the orderly flow of automobile traffic.

These structures support traffic signals and overhead signs.

They are engineered to meet customer specifications to ensure the proper function and safety of the structure.

Product engineering considers factors such as weather (e.g., wind, ice) and the products loaded on the structure (e.g., lighting fixtures, traffic signals, overhead signs) to determine the design.

We have expanded our capabilities in the traffic market with the development of patented vibration mitigation technology which continuously improves the safety of traffic and roadway structures by reducing the effects of wind and fatigue.

Our L&T product line also includes highway safety system products that are designed and engineered to enhance roadway safety.

These systems include guardrail barriers, wire rope safety barriers, crash attenuation barriers, and other products which primarily serve the Australian and Indian markets.

We provide finishing services that inhibit corrosion, extend service lives, and enhance the aesthetics of a wide range of materials and products.

With a variety of finish options, including galvanizing, anodizing, and painting, we can meet customer-specific requirements for a variety of applications.

Hot-dip galvanizing is a process that protects and prolongs the life of steel with a zinc coating that is bonded to the product surface to inhibit rust and corrosion.

CorroCote ® adds protection to steel against the corrosive effects of soil and underground moisture for those products that are anchored below ground.

Anodizing is a process applied to aluminum that oxidizes the surface of the aluminum in a controlled manner, which protects the aluminum from corrosion and allows the material to be dyed a variety of colors.

We also paint products using powder coating for certain industries and markets.

We design, engineer, and manufacture poles and structures made of steel, aluminum, wood, and composites to support a wide range of lighting and transportation needs.

Our products serve infrastructure, commercial, and residential projects, creating well-lit environments for streets, highways, parking lots, and public spaces, including sports complexes.

We prioritize structural requirements and aesthetic appeal, ensuring that our designs comply with local standards and preferences.

Our offerings include traffic and sign structures that support traffic signals and overhead signage, specifically designed to facilitate efficient traffic flow and enhance public safety.

Each structure is meticulously engineered to meet environmental conditions, such as wind and ice, as well as load requirements for lighting fixtures and signage.

Additionally, our patented vibration mitigation technology improves roadway safety by reducing wind-induced vibrations and material fatigue, promoting long-term stability and durability.

We also provide comprehensive highway safety systems, including guardrail barriers, wire rope safety barriers, and crash attenuation barriers, primarily serving the Australian and Indian markets.

These products are designed to enhance roadway safety, reduce the impact of collisions, and improve driver protection.

Our L&T solutions

not only meet the technical, aesthetic, and safety requirements of modern infrastructure projects but also contribute to the development of cohesive and functional public spaces.

Our finishing services prevent corrosion, extend product lifespans, and enhance material aesthetics.

We offer various finishing options, including galvanizing and painting, tailored to meet the specific needs of diverse applications.

Our hot-dip galvanizing process applies a protective zinc coating to steel, creating a protective bond that prevents rust and corrosion, ensuring long-lasting durability.

For underground steel installations, our CorroCote ® solution offers added protection against soil and moisture corrosion.

Our painting services, including powder coating, provide both aesthetic appeal and durability for various industries.

These coating solutions cater to a wide array of industry needs, enhancing performance and extending product life for our customers.

● Telecommunications:

We engineer, manufacture, and distribute products including towers, small cell structures, camouflage concealment solutions, passive intermodulation (“PIM”) mitigation equipment, and components serving the wireless communication market.

These solutions support expanded 5G requirements and the ever-growing demand for data.

A wireless communication cell site mainly consists of a steel pole or tower, shelter (enclosure where the radio equipment is located), antennas (devices that receive and transmit data and voice information to and from wireless communication devices), and components (items that are used to mount antennas to a structure and to connect cabling and other parts from the antennas to the shelter).

Small cell applications are utilized to enhance signal densification in urban environments and enhance the signal from the tower.

Concealment solutions, such as faux trees, convert traditional telecommunication structures and camouflage them to fit seamlessly into the surrounding environment.

PIM mitigation solutions are provided to solve issues with signal interference.

Our telecommunication structures are engineered and designed to customer specifications, which include factors such as equipment and antenna requirements, wind and soil conditions, and aesthetic standards, all while ensuring that they meet safety specifications.

Our solar single-axis tracker product is an integrated system of steel structures, electric motors, and electronic controllers.

Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which materially increases their energy production.

Our trackers utilize a simple, modular design allowing ease of installation and low operational maintenance.

Further, the flexibility of our trackers’ design allows for improved site utilization, which is especially valuable to our customers considering that solar projects are being constructed on increasingly challenging sites.

We sell our products to engineering, procurement, and construction firms that build solar energy projects as well as solar developers, independent power producers, and utilities.

The key markets across the Infrastructure product lines have a portion of their funding supported through local, state, and federal government programs.

Currently, the United States of America (“U.S.”) government is supporting infrastructure improvement through the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”).

These acts will allocate funding to reinforce the nation’s bridges, increase safety for the traveling public, update vital infrastructure, improve highway safety, and harden the electrical grid.

The utility industry in North America is a significant market for the Infrastructure segment.

The key drivers are significant upgrades in the electrical grid to support enhanced reliability standards, policy changes encouraging more generation from renewable energy sources, and increased electrical consumption, which has outpaced transmission investment in the past decades.

According to the Edison Electric Institute, the electrical transmission grid in the U.S.

requires significant investment in the coming years to respond to compelling industry drivers and lack of investment prior to 2008.

Electrical consumption is also expected to increase within international markets.

This will require substantial investment in new electricity generation capacity and growth in transmission grid development.

We expect these factors to result in increased demand for electrical utility structures to transport electricity from source to user, as is used in U.S.

markets today.

We also serve the transportation, construction, and industrial markets.

Many products from our transportation product portfolio will be utilized when making enhancements to traffic structures, bridge systems, roadway and street lighting, and high-mast lighting.

A combination of state and federal funding, including the IIJA, supports transportation projects throughout the U.S.

Public and private partnerships have also recently emerged as an additional funding source.

In the U.S., there are approximately four million miles of public roadways, with approximately 24% carrying over 80% of the traffic.

Accordingly, the need to improve traffic flow through traffic controls and lighting is a priority for many communities.

The commercial construction market is mostly privately funded and includes lighting for applications such as parking lots, shopping centers, sports stadiums, and business parks.

This market is driven by macroeconomic factors such as general economic growth rates, interest rates, and the commercial construction economy.

We have many long-standing relationships with lighting and equipment manufacturers who also serve this market.

Industrial markets are typically driven by infrastructure, industrial, and commercial construction spending.

Markets for our Coatings products are varied and our profitability is not substantially dependent on any one industry or external customer.

However, a meaningful percentage of demand is internal, driven by our other product lines and their market demand.

Demand for coatings services generally follows the local industrial economies.

Galvanizing is used in a wide variety of industrial applications where corrosion protection of steel is desired.

While markets are varied, our markets for anodized or painted products are more directly dependent on consumer markets than industrial markets.

The market for our Telecommunications products is driven by demand for wireless communication and data.

Our customers are wireless network providers and companies that own and maintain cell sites.

We also sell products to state and federal governments for two-way radio communication, radar, broadcasting, and security applications.

We believe long-term growth should mainly be driven by increased data usage and technologies such as 5G, which demands higher network density.

Improved emergency response systems, as part of U.S.

Department of Homeland Security initiatives, create additional demand.

The solar market is driven by the transition to clean energy sources globally and incentives for renewable energy investment.

As utilities increase the development of large-scale solar power and micro-grid applications, single-axis solar tracker solutions will be an essential tool for achieving higher energy production.

Our competitive strategy is to provide high-value solutions to the customer at the appropriate price.

We compete based on product quality, engineering expertise, high levels of customer service, and timely, complete, and accurate delivery of the product.

We leverage the production capacity at our network of plants to ensure that the customer receives quality and timely service.

There are numerous competitors in North America as well as in international markets.

Pricing can be very competitive, especially when demand is weak or when strong local currencies result in increased competition from imported products.

Infrastructure sales are often made through a competitive bid process, whereby the lowest bidder is awarded the contract, provided the bidder meets all other qualifying criteria.

We also sell on a preferred-provider basis to certain large customers.

These contractual arrangements often last between three and five years and are frequently renewed.

The Coatings product line markets have traditionally been very fragmented with a large number of competitors.

Most of these competitors are relatively small, privately held companies that compete based on price and personal relationships with their customers.

Our strategy is to compete based on the quality of the coating finish and timely delivery of the coated product to the customer.

The Solar product line offers solutions that are specific to the solar industry.

We primarily compete with other mid-sized market participants and differentiate ourselves based on the quality of service and ability to combine offerings from the TD&S product line to provide full-grid solutions.

We design, manufacture, and distribute a broad range of products for the wireless communication market.

Valmont Site Pro 1 ® supports wireless carriers and contractors through multiple nationwide warehouses and a catalog of wireless site components including antenna mounts and accessories.

Our offering also includes towers, small cell structures, camouflage concealment solutions, and passive intermodulation (“PIM”) mitigation equipment, all essential for meeting the increasing demands of 5G networks and rising data consumption.

A typical wireless communication cell site consists of a steel pole or tower, an enclosure for housing radio equipment, antennas for data and voice transmission, and mounting components that connect the antennas to cabling and equipment.

Our steel mounting solutions and other products play a vital role in 5G infrastructure expansion.

In urban areas, small cell applications help densify networks, enhancing signal strength and coverage.

To blend telecommunication structures into their surroundings, we offer concealment solutions, such as faux trees.

Our PIM mitigation technology addresses signal interference issues, improving network performance.

Each structure is engineered to meet specific customer requirements, considering factors such as equipment and antenna specifications, wind and soil conditions, aesthetic demands, and compliance with safety standards.

Our single-axis solar tracker is a fully integrated system that combines steel structures, electric motors, and electronic controllers.

This tracker adjusts the position of solar panels throughout the day to maintain optimal alignment with the sun, significantly enhancing energy production.

Our trackers feature a modular design, enabling easy installation and minimal maintenance.

Additionally, their flexible design maximizes site utilization, making them particularly advantageous for solar projects developed in challenging locations.

Our customers include engineering, procurement, and construction firms specializing in solar energy projects, as well as solar developers, independent power producers, and utilities.

The key markets for our Infrastructure product lines benefit from various local, state, and federal government funding initiatives.

Notably, the United States (“U.S.”) government is advancing long-term infrastructure improvements through the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”).

These programs allocate resources to enhance the nation’s bridges, ensure public safety, update essential infrastructure, improve highway safety, and modernize the electrical grid to meet growing energy demands and support grid resiliency.

A significant market for our Infrastructure segment is the utility industry in North America, which is increasing investment in critical electrical grid upgrades to improve reliability, integrate renewable energy sources, and expand transmission capacity.

Increasing electricity consumption, an aging grid, and the expansion of renewable energy sources have intensified the need for enhanced transmission infrastructure, which has historically struggled to keep pace with demand.

According to the Edison Electric Institute, substantial investments will be required for the U.S.

electrical transmission grid, particularly to replace aging assets and support electrification trends across industries.

In response, we are strategically investing in our manufacturing capabilities and expanding our geographic presence to increase flexible production capacity.

International markets are also experiencing rising electricity consumption, driven by urbanization, industrial growth, and electrification efforts, fueling demand for new electricity generation capacity and expanded transmission grids.

We also serve the transportation, commercial construction, and industrial markets.

Our transportation product portfolio includes traffic structures, bridge systems, roadway and street lighting, and high-mast lighting.

In the U.S., funding for transportation projects comes from a combination of state and federal sources, including the IIJA, which provides multi-year support for infrastructure investments.

Public-private partnerships are also emerging as a viable funding option for major transportation projects.

has approximately four million miles of public roadways, with around 24% carrying over

80% of the nation’s traffic.

As a result, improving traffic flow through efficient control measures and modern lighting solutions has become a key priority for many communities and government agencies.

The commercial construction market, which is predominantly privately funded, includes lighting for a variety of applications, such as parking lots, shopping centers, sports stadiums, and business parks.

This market is influenced by macroeconomic factors, including overall economic growth, interest rates, and urban development trends.

We have established long-term relationships with lighting and equipment manufacturers serving this market.

Meanwhile, the industrial market is typically driven by investments in infrastructure, industrial facilities, and commercial construction.

Our Coatings business serves diverse markets and is not reliant on any single industry or external customer for profitability.

A significant portion of demand comes from our internal operations, supporting other product lines.

The demand for coatings services generally correlates with local industrial economic activity.

Galvanizing remains essential for industrial applications that require corrosion protection for steel.

Demand for painted products is more closely tied to consumer markets.

The Telecommunications market is driven by growing demand for wireless communication and data services.

Our customers include wireless carriers, cell site operators, and state and federal agencies that require products for two-way radio communication, radar, broadcasting, and security applications.

The continued expansion of 5G networks and rising connectivity needs are fueling long-term growth, requiring higher network density.

The Solar market is driven by the global shift towards renewable energy adoption and incentives for clean energy investments.

As utilities accelerate the development of large-scale solar power projects and micro-grid applications, our single-axis solar tracker solutions will play a crucial role in maximizing energy production.

Government policies, corporate sustainability commitments, and technological advancements are expected to continue to drive demand for this product line.

Our competitive strategy focuses on delivering high-value, innovative solutions to customers at competitive prices, emphasizing product quality, engineering expertise, exceptional customer service, and the timely, accurate delivery of our products.

To achieve this, we leverage the production capacity across our extensive network of facilities, ensuring both quality and efficient service delivery.

The competitive landscape is dynamic, with numerous players operating in both North American and international markets.

Pricing competition can be particularly intense during periods of weak demand or when fluctuations in local currencies create advantages for imported products.

In the Infrastructure sector, sales are often determined through competitive bidding processes, with contracts awarded to the lowest bidder that meets all necessary qualifications.

To maintain strong customer relationships, we establish preferred-provider arrangements with certain key customers, typically lasting between three to five years and often renewed.

The Coatings market is traditionally fragmented, consisting of many smaller, privately held companies competing on price and established customer relationships.

Our strategy for this product line focuses on delivering high-quality coating finishes, superior service, and timely delivery of coated products.

In the Solar product line, we primarily compete with other mid-sized market participants.

Our competitive edge lies in our service quality and our ability to integrate solutions from our Utility product line, enabling us to deliver comprehensive full-grid solutions.

This integration allows us to offer complete, end-to-end solutions, distinguishing us from competitors that focus solely on a single product offering.

Distribution Methods

Infrastructure sales and distribution activities are handled through a combination of a direct sales force and commissioned agents.

Working with end-users and distributors, our sales force represents Valmont as well as light fixture and traffic-signal manufacturers.

This enables our agents to provide the pole, fixtures, and other equipment to the end-user as a complete package.

Commercial lighting, wireless communication products and components, access systems, and highway

safety sales are normally made through our sales employees, although some sales are made through independent commissioned sales agents.

Our TD&S and Solar products are normally sold directly to electrical utilities, developers, or energy providers with some sales sold through commissioned sales agents.

Due to freight costs, a galvanizing location has an effective service area of an approximate 300-to-500-mile radius.

While we believe that we are globally one of the largest custom galvanizers, our sales are a small percentage of the total market.

Sales and customer service are provided directly to the user by a direct sales force, generally assigned to each specific location.

Our Infrastructure products are distributed through a combination of direct sales force and commissioned agents.

Our sales team works closely with end-users and distributors, representing Valmont as well as light fixture and traffic signal manufacturers.

This collaborative approach enables our agents to deliver a comprehensive package that includes poles, fixtures, and other equipment directly to the end-user.

Commercial lighting, wireless communication, access systems, and highway safety products are sold by our internal sales teams or through independent commissioned agents.

Utility and Solar products are typically sold directly to electrical utilities, developers, or energy providers, though some transactions are facilitated through commissioned sales agents.

Due to the high cost of freight, our galvanizing services are generally limited to a radius of about 300 to 500 miles.

Although we are one of the world’s largest custom galvanizers, our sales account for only a small fraction of the overall galvanizing market.

Each galvanizing location is supported by a dedicated sales team, ensuring personalized attention and responsiveness to our clients’ needs.

Agriculture Segment

● Irrigation Equipment and Parts:

We manufacture and distribute mechanical irrigation equipment and related service parts under the Valley ® brand name.

A Valley ® irrigation machine is powered by electricity (via a grid, solar, or diesel generator), propels itself over a farm field, and applies water and chemicals to crops.

Water and chemicals are applied through sprinklers attached to a pipeline that is supported by a series of towers, each of which is propelled via a drivetrain and tires.

A standard mechanized irrigation machine (also known as a center pivot) rotates in a circle, although we also manufacture and distribute center pivot extensions that can irrigate corners of square and rectangular farm fields as well as conform to irregular field boundaries (referred to as a corner machine).

Our irrigation machines can also irrigate fields by moving up and down the field as opposed to rotating in a circle (referred to as a linear machine).

Irrigation machines can be configured to irrigate fields in sizes from four acres to over 500 acres, with a standard size in the U.S.

configured for a 160-acre tract of ground.

The irrigation machine used in international markets is substantially the same as the one produced for the North American market.

We also manufacture tubular products for industrial customers primarily in the agriculture industry as well as in transportation and other industries.

Under our Valley ® brand, we manufacture and distribute center pivot and lateral move irrigation equipment, along with service parts, to enhance agricultural productivity.

Our irrigation machines, powered by electricity—whether sourced from the grid, solar panels, or diesel generators—are engineered to move across farm fields, while conserving water, energy, and labor.

These machines typically consist of a pipeline supported by a series of towers, each equipped with a drivetrain and tires for mobility.

The most common type of mechanized irrigation machine is the center pivot, which rotates in a circular pattern.

To accommodate different field shapes, we offer corner machines that irrigate the corners of square or rectangular fields.

Additionally, linear machines move vertically across fields rather than rotating, offering versatility for a variety of field layouts.

Our irrigation systems are highly customizable, capable of servicing fields from four to over 500 acres, with the standard configuration in the U.S.

designed for a 160-acre tract.

For international markets, our irrigation machines are largely consistent with those produced for North America, ensuring uniform quality and functionality.

In addition to irrigation equipment, we also produce tubular products, primarily for industrial customers in the agriculture, transportation, and steel service sectors.

● Technology Products and Services:

Through over 100,000 connected devices, Valley ® has paired sustainable infrastructure with technology to help growers see crop production issues before they become problems.

Our suite of advanced technology solutions offers capabilities to assist in reducing water and energy use as the center pivot is the only infrastructure on the farm that is continually in the field every day of the year.

During fiscal 2021, we purchased Prospera Technologies, Ltd., a leading global artificial intelligence and machine learning provider of advanced agronomy monitoring solutions.

Our crop anomaly detection can alert growers of pivot-related water issues with artificial intelligence and machine learning (in select markets) to help farmers determine where and how much to irrigate.

Market drivers in North American and international markets are essentially the same.

Since the purchase of an irrigation machine is a capital expenditure, the purchase decision is based on the expected return on investment.

The benefits a grower may realize through investment in mechanical irrigation include improved yields through better irrigation, cost savings through reduced labor, and lower water and energy usage.

The purchase decision is also affected by current and expected net farm income, commodity prices, interest rates, the status of government support programs, and water regulations in local areas.

In many international markets, the relative strength or weakness of local currencies as compared with the U.S.

dollar may affect net farm income, as export markets are generally denominated in U.S.

In addition, governments are sponsoring irrigation projects for self-sufficiency in food production to help alleviate food security concerns.

The demand for mechanized irrigation comes from the following sources:

● conversion from flood irrigation;

● replacement of existing mechanized irrigation machines;

● converting land that is not irrigated to mechanized irrigation.

One of the key drivers in our Agriculture segment worldwide is that the usable water supply is limited.

We estimate that:

● only 2.5% of the total worldwide water supply is freshwater;

● of that 2.5%, only 30% of freshwater is available to humans;

● the largest user of that freshwater is agriculture.

We believe these factors, along with the trends of a growing worldwide population, improving diets, and governments’ efforts to address food security, reflect the need to use water more efficiently while increasing food production to feed the growing population.

We believe that mechanized irrigation can improve water application efficiency by 40% to 90% compared with traditional irrigation methods by applying water uniformly near the root zone and reducing water runoff.

Furthermore, reduced water runoff improves water quality in nearby rivers, aquifers, and streams, thereby providing environmental benefits in addition to the conservation of water.

In North America, there are a number of entities that provide irrigation products and services to agricultural customers.

We believe we are the leader of the four main participants in the mechanized irrigation business.

Participants compete for sales based on product durability and reliability, price, quality, and service capabilities of the local dealer.

We continue to innovate and expand our technology offerings as growers continue to seek more solutions to increase their crop yields.

Pricing can become very competitive, especially in periods when market demand is low.

In international markets, our competitors are a combination of our major U.S.

competitors and privately owned local companies.

Competitive factors are similar to those in North America, although pricing tends to be a more prevalent competitive strategy in international markets.

Since competition in international markets is local, we believe local manufacturing capability is important to competing effectively in international markets and we have that capability in key regions.

We offer a comprehensive suite of technology solutions designed to enhance agricultural efficiency through advanced monitoring, analysis, and automation.

With over 150,000 connected devices, our technology solutions help farmers detect potential crop issues early while optimizing water and energy use.

In fiscal 2021, we expanded our capabilities by acquiring Prospera Technologies, Ltd., a leading provider of artificial intelligence and machine learning solutions for agronomic monitoring.

We leverage this expertise to focus on irrigation optimization, machine health advancements, and predictive analytics.

As pioneers of the mechanized irrigation industry, we maintain our leadership in innovation and remain at the forefront of integrating these technologies with our cloud-based platform.

This approach delivers data-driven irrigation strategies tailored to each field and crop.

With AgSense ® remote monitoring and control, growers can manage irrigation and ancillary equipment in real time, optimizing operations based on weather conditions, soil moisture levels, and crop needs.

These tools promote efficient water use, reduce waste, and help maintain optimal growing conditions.

By providing actionable data insights, we empower growers to maximize productivity while conserving valuable resources.

The market drivers for mechanized irrigation systems are fundamentally similar across North American and international regions.

Purchasing an irrigation system is a capital investment, with decisions based on the anticipated return on investment.

Growers who invest in mechanized irrigation systems benefit from higher crop yields due to improved irrigation practices, reduced labor costs, and lower water and energy consumption.

Key factors influencing these purchasing decisions include current and projected net farm income, commodity prices, interest rates, government support programs, financing availability, and regional water regulations.

In many international markets, local currency fluctuations relative to the U.S.

dollar can impact net farm income, as export markets are often denominated in U.S.

Additionally, government-sponsored irrigation initiatives aimed at food security further drive investments in mechanized irrigation systems.

The demand for mechanized irrigation arises from several sources:

the conversion of traditional flood irrigation systems, the replacement of older mechanized systems that are beyond their useful life or technologically obsolete, and the transition from non-irrigated land to mechanized irrigation.

Water scarcity is a key driver of demand in our Agriculture segment.

It is estimated that only 2.5% of the world’s total water supply is freshwater, and of that, only 30% is accessible for human use.

With agriculture consuming the majority of available freshwater, efficient irrigation is essential for sustainable food production.

These conditions—along with a growing global population, improving diets, and government-backed food security programs—highlight the need for water efficient farming solutions and increased food production.

We believe that mechanized irrigation can improve water application efficiency by 40% to 90% compared to traditional methods by delivering water uniformly to the root zone and minimizing runoff.

Reduced runoff not only conserves water but also improves the quality of adjacent rivers, aquifers, and streams, contributing environmental benefits and supporting vital water conservation efforts.

In North America, several companies provide irrigation products and services for agricultural customers.

Our company is recognized as the leader among the four main participants in the mechanized irrigation industry.

Competitors differentiate themselves based on product durability, reliability, pricing and value proposition, quality, and the service capabilities of local dealers.

To help growers improve crop yields, we continuously innovate and expand our technology offerings to meet evolving customer needs.

Pricing in the industry can become highly competitive, particularly during periods of low demand.

In international markets, our competition includes both major U.S.

companies and privately owned local businesses.

While the global competitive landscape is similar to that of North America, pricing often plays a more critical role.

Recognizing the local nature of competition in international markets, we maintain manufacturing facilities in key regions, which enables us to compete effectively and meet region-specific demands.

Distribution Methods

We market our irrigation machines, technology offerings, and service parts through independent dealers.

There are approximately 250 dealer locations in North America, with another approximately 400 dealers serving international markets in over 60 countries.

The dealer determines the grower’s requirements, designs the configuration of the machine, installs the machine (including providing ancillary products that deliver water and electrical power to the machine), and provides after‑sales service.

Our dealer network is supported and trained by our technical and sales teams.

Our international dealers are supported through our regional operations in South America, South Africa, Western Europe, Australia, China, and the United Arab Emirates, as well as our manufacturing facility in Valley, Nebraska.

Certain information generally applicable to our two reportable segments is set forth below.

Business Strategy

Our strategy is to pursue growth opportunities that leverage our existing product portfolio, knowledge of our principal end-markets and customers, and engineering capabilities to increase our sales, earnings, and cash flow, including:

Increasing the Market Penetration of Our Existing Products:

Our strategy is to increase our market penetration by differentiating our products from our competitors through superior customer service, engineering proficiency, technological innovation, and consistent high quality.

Our Agriculture segment experienced international sales growth in fiscal 2023 which we believe was partially due to the continuing importance of our precision agriculture and technology offerings.

Bringing Our Existing Products to New Markets:

Our strategy is to expand the sales of our existing products into geographic areas where there is market opportunity, where we do not currently serve, and where end-users do not currently purchase our type of products.

For example, we have a manufacturing presence in Poland and India to expand our offering of structures for L&T, TD&S, and Telecommunications to these markets and we have expanded our manufacturing presence in the United Arab Emirates to serve growing Middle East markets.

Our Agriculture segment has a long history of developing new emerging markets for mechanized irrigation around the world.

For example, in January 2023, we secured an approximately $85.0 million multi-year agreement for projects in Africa.

Developing New Products for Markets That We Currently Serve:

Our strategy is to grow by developing new products for markets using our comprehensive understanding of end-user requirements and leveraging longstanding relationships with key distributors and end-users.

In recent years, in North America, we developed and sold structures for spun concrete distribution poles and steel bridge girders.

Additionally, we began offering concealment solutions for the wireless communication markets.

Developing New Products for New Markets or Leveraging Core Competencies to Further Diversify Our Business Is a Path to Increase Sales:

For example, the establishment and growth of our Coatings product line was based on using our expertise in galvanizing to develop what is now a global product line.

We have grown sales through expanding our presence in the decorative lighting market, which has different requirements and preferences than our traditional transportation and commercial markets.

Acquisitions are a key component of our strategy to expand the markets we serve through new products and services.

In fiscal 2023, we acquired HR Products, a leading wholesale supplier of irrigation parts in Australia, expanding our geographic footprint and growing our parts presence in a key agriculture market.

In fiscal 2022, we acquired a majority interest in ConcealFab, a 5G infrastructure and passive intermodulation mitigation solutions company, expanding our portfolio of telecommunications products that support 5G technology.

We have grown organically and by acquisition.

Our significant business acquisitions during the past two fiscal years include the following (including the segment in which the business reports):

● Acquisition of HR Products, a leading wholesale supplier of irrigation parts in Australia (Agriculture)

● Acquisition of 51% of ConcealFab, a 5G infrastructure and PIM mitigation solutions company in Colorado (Infrastructure)

● Acquisition of the remaining 9% not previously owned of Convert Italia S.p.A.

(Infrastructure)

● Acquisition of the remaining 20% not previously owned of Valmont West Coast Engineering, Ltd.

(Infrastructure)

Our business divestitures during the past two fiscal years include the following (including the segment in which the business reported):

● Divestiture of Torrent Engineering and Equipment, an integrator of prepackaged pump stations in Indiana (Agriculture)

● Divestiture of Valmont SM, an offshore wind energy structures business in Denmark (Other)

We market our irrigation machines, technology offerings, and service parts through an extensive network of independent dealers.

In North America, approximately 250 dealer locations serve our customers, with around 400 dealers covering international markets across more than 60 countries.

Dealers assess growers’ needs, customize machine configurations, manage installation (including water and power systems), and provide ongoing support.

To ensure dealers can meet customer needs effectively, our technical and sales teams provide ongoing training and support.

Internationally, our dealers receive additional support through regional operations in South America, South Africa, Western Europe, Australia, China, and the United Arab Emirates, as well as our manufacturing facility in Valley, Nebraska.

This support structure allows us to deliver tailored solutions and maintain strong, lasting relationships with customers worldwide.

Certain information generally applicable to our two reportable segments is outlined below.

Acquisitions and Divestitures

We have achieved growth both organically and through acquisitions.

Additionally, we continually refine our portfolio to enhance our operational focus.

Our significant business acquisitions and divestitures during the past three fiscal years included the following (with the relevant segment noted):

● Acquired an additional 9% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado (Infrastructure)

● Acquired the remaining 25% of Valmont Substations, LLC, a utility substation product provider in Kansas (Infrastructure)

● Divested our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand (Infrastructure)

● Divested George Industries, a coating and anodizing company in California (Infrastructure)

● Acquired HR Products, a leading wholesale supplier of irrigation parts in Australia (Agriculture)

● Divested Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana (Agriculture)

● Acquired 51% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado (Infrastructure)

● Acquired the remaining 9% of Convert Italia S.p.A., a designer and provider of engineered solar tracker solutions in Italy (Infrastructure)

● Acquired the remaining 20% of Valmont West Coast Engineering, Ltd., a manufacturer of steel and aluminum structures for the lighting, transportation, and wireless communication industries in Canada (Infrastructure)

● Divested Valmont SM, an offshore wind energy structures business in Denmark (Other)

Suppliers and Availability of Raw Materials

Hot rolled steel coil and plate, zinc, and other carbon steel products are the primary raw materials utilized in the manufacture of finished products for all segments.

We purchase these essential items from steel mills, steel service centers, and zinc producers where these materials are usually readily available.

While we may experience increased lead times to acquire materials and volatility in our purchase costs, we do not believe that key raw materials would be unavailable for extended periods.

We have not experienced extended or widespread shortages of steel in the past several years, due to what we believe are strong relationships with some of the major steel producers.

In the past several years, we experienced volatility in steel, zinc, and natural gas prices, but we did not experience any disruptions to our operations due to availability.

Our primary raw materials include hot-rolled steel coil and plate, zinc, and other carbon steel products, all essential for manufacturing across our segments.

We source these materials from steel mills, steel service centers, and zinc producers, where they are generally readily available.

However, recently proposed trade policies and tariffs could increase the cost of goods purchased from Canada, China, and Mexico, potentially disrupting the availability of these key raw materials.

While we may experience longer lead times and price fluctuations, we do not anticipate extended shortages of steel, zinc, or natural gas.

Over the past several years, we have maintained strong relationships with major steel producers and have strategically sourced steel within the same continent as our manufacturing locations, helping us avoid significant or widespread shortages.

Patents, Licenses, Franchises, and Concessions

We have a number of patents for our manufacturing machinery, structures, solar trackers, highway guardrails, and irrigation designs.

We also have a number of registered trademarks.

We do not believe the loss of any individual patent or trademark would have a material adverse effect on our financial condition, results of operations, or liquidity.

We hold patents for a variety of products, including manufacturing machinery, structures, solar trackers, highway guardrails, and irrigation systems.

Additionally, we have registered trademarks associated with our products and services.

While these intellectual properties are valuable to our business, we do not believe that the loss of any single patent or trademark would materially impact our financial condition, results of operations, or liquidity.

Seasonal Factors in Business

Sales can be somewhat seasonal based on the agricultural growing season and the infrastructure construction season.

Sales of mechanized irrigation equipment to farmers are traditionally higher during the spring and fall and lower in the summer.

Sales of infrastructure products are traditionally higher in the summer and fall and lower in the winter.

We are not dependent upon a single customer or upon very few customers for a material part of any segment’s business.

The loss of any one customer would not have a material adverse effect on our financial condition, results of operations, or liquidity.

As of December 30, 2023 and December 31, 2022, the backlog of orders for our principal products manufactured and marketed was $1,465.5 million and $1,656.4 million, respectively.

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.

Sales in our business can be influenced by seasonal patterns tied to the agricultural growing season and the infrastructure construction season.

For mechanized irrigation equipment, sales typically peak in spring and fall, aligning with farmers’ planting and harvesting periods, and are generally lower in the summer.

In contrast, sales of infrastructure products tend to increase during the summer and fall, in line with the construction season, and are usually lower in the winter.

Our business does not depend on a single customer or a limited number of customers to generate a significant portion of revenue in any segment.

As such, the loss of any one customer would not materially impact our financial condition, results of operations, or liquidity.

As of December 28, 2024, our backlog of orders for principal products was $1,436.7 million, compared to $1,465.5 million as of December 30, 2023.

Backlog includes confirmed customer purchase orders and executed sales order contracts.

We expect the majority of the fiscal 2024 backlog to be fulfilled in fiscal 2025.

The total backlog by segment as of December 28, 2024 and December 30, 2023 was as follows:

3 unchanged sentences

Environmental Protection

We are subject to various federal, state, and local laws and regulations pertaining to environmental protection and the discharge of materials into the environment.

Although we continually incur expenses and make capital expenditures related to environmental protection, we do not anticipate that future expenditures will materially impact our financial condition, results of operations, or liquidity.

We are subject to a range of federal, state, and local laws and regulations concerning environmental protection and the discharge of materials into the environment.

Although we regularly incur expenses and make capital expenditures related to environmental compliance, we do not anticipate that these future expenditures will materially impact our financial condition, results of operations, or liquidity.

Number of Employees

As of December 30, 2023, we had 11,125 employees.

As of December 28, 2024, we had a total of 10,986 employees.

Human Capital Resources

Our policies and practices with respect to human capital resources are generally set forth in our Code of Business Conduct, our Human Rights Policy, and the principles described on our website at www.valmont.com.

Essential to our success is a company-wide commitment to customer service and innovation and the ability to provide the best value to our customers for our products and services.

Our employees are the cornerstone of our accomplishments, and we pride ourselves on being people of passion and integrity who excel and deliver results.

Our Code of Business Conduct and our culture require each employee to act responsibly and to treat each other fairly and with the utmost respect.

Our businesses require skilled workers and management in order to meet our customers’ needs, grow our sales, and maintain competitive advantages.

We require employees with skills in engineering, welding, equipment maintenance, and the operation of complex manufacturing machinery.

Management talent is critical, as well, to help grow our businesses and effectively plan for the succession of key employees upon retirement.

As of December 30, 2023, we had 6,356 employees in the U.S.

and 4,769 employees in countries outside the U.S.

We place a high value on diversity and inclusion, seeking employees with diverse backgrounds and experiences who share a common interest in profitable development, improving corporate culture, and delivering sustainable business results.

We have adopted a Human Rights Policy which is published on our website.

We expect our employees, suppliers, vendors, dealers, and distributors to share our commitment to human rights.

We prohibit discrimination based on age, race, disability, ethnicity, marital or family status, national origin, religion, gender, sexual orientation, veteran status, gender identity, or any other characteristic protected by law.

We are committed to voluntary employment, and we strictly prohibit all forms of compulsory labor, including child labor, forced labor, slavery, and human trafficking.

We respect internally recognized human rights standards, and this policy is guided by the United Nations Guiding Principles on Business and Human Rights.

We require full compliance with applicable wage, work hours, overtime, and benefits laws.

We are committed to creating a culture where a healthy and safe workplace is recognized by everyone as essential to our success.

Any employee can always contact our compliance officer, and confidential reporting of a situation or the ability to ask a question is available on a secure website maintained by a third party.

Employees are eligible for health insurance, paid and unpaid leaves, retirement plans, and life, disability, and accident coverage.

When positions come open at Valmont, we try first to fill them from within.

We like to reward the hard-working members of our Valmont community with new opportunities that are not only a chance to expand their worlds but to also recognize and reward their dedication.

We have found them to be our richest talent resource.

Our program for succession and management development has our highest level of attention with our Chief Executive Officer (“CEO”) responsible for reporting on the program directly to our Board of Directors.

For additional information, please see the “Governance” and “Sustainability” pages on our website and the section titled “Governance, Human Capital and Sustainability Highlights” in our 2024 Proxy Statement.

Our approach to human capital resources is outlined in our Code of Business Conduct, in our Human Rights Policy, and on our website at www.valmont.com.

A company-wide commitment to customer service and innovation is essential to our success, enabling us to deliver the best value to our customers.

Our employees are the foundation of our achievements, and we take pride in fostering a culture of passion and integrity that encourages everyone to excel and deliver results.

We expect each employee to act responsibly and to treat one another with fairness and respect.

To meet customer demands, grow sales, and maintain a competitive edge, we rely on a skilled workforce and effective management.

Essential skills include engineering, welding, equipment maintenance, and the operation of complex manufacturing machinery.

Strong management talent is crucial for business growth and for succession planning, especially as key employees retire.

As of December 28, 2024, we employed 6,355 individuals in the U.S.

and 4,631 internationally.

When job openings arise, we prioritize internal candidates, rewarding dedicated members of our Valmont community with new opportunities.

Our employees represent our richest talent resource.

We give the highest level of attention to our succession and management development programs, with our Chief Executive Officer (“CEO”) reporting directly to the Board of Directors on these initiatives.

We recognize the importance of diversity and inclusion in bringing different perspectives to our global organization.

We value the unique insights and experiences that a diverse workforce brings, and we actively seek employees who share our commitment to profitable development, improving corporate culture, and delivering sustainable business results.

Our Human Rights Policy, available on our website, reflects our expectation that employees, suppliers, vendors, dealers, and distributors uphold our commitment to human rights.

We are dedicated to voluntary employment and strictly prohibit all forms of compulsory labor, including child labor, forced labor, slavery, and human trafficking.

Our respect for human rights is guided by the United Nations Guiding Principles on Business and Human Rights.

We fully comply with wage, work hours, overtime, and benefits laws.

Our culture emphasizes the importance of a healthy and safe workplace, and we provide employees with confidential reporting channels through a secure third-party website.

Employees also have access to health insurance, paid and unpaid leave, retirement plans, and coverage for life, disability, and accidents.

For more information, please refer to the “Governance” and “Sustainability” sections on our website, as well as the “Governance, Human Capital and Sustainability Highlights” section in our 2025 Proxy Statement.

Available Information

We make available, free of charge on the “Investors” page of our website at www.valmont.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC").

Additionally, we use our website, through the “Investors” page, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information.

The information on our website is not, and will not be deemed to be, a part of this annual report on Form 10-K or incorporated into any of our other filings with the SEC.

We provide a variety of financial reports and disclosures free of charge on the “Investors” page of our website at www.valmont.com.

These materials include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

Reports are made available as soon as reasonably practicable after being electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

Additionally, our website serves as a primary channel for distributing important information, including news releases, analyst presentations, and financial data.

Please note that the information on our website is not, and will not be considered, part of this annual report on Form 10-K or incorporated into any other SEC filings.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business