Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward ‑ Looking Statements
Management’s discussion and analysis, along with other sections of this annual report, contain forward‑looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management’s perceptions of historical trends, current conditions, anticipated future developments, and other factors deemed to be relevant. However, these statements are not guarantees of future performance or results. They are subject to risks, uncertainties (some beyond the Company’s control), and various assumptions.
Management believes these forward‑looking statements are based on reasonable assumptions. However, many factors could cause actual financial results to differ materially from expectations. These factors include, among others, risk factors described in the Company’s reports to the SEC, as well as future economic and market conditions, industry trends, Company performance and financial results, operational efficiencies, availability and pricing of raw materials, availability and market acceptance of new products, product pricing, domestic and international competition, and actions or policy changes by domestic and foreign governments.
The following discussion and analysis provide information that management considers relevant for assessing and understanding the Company’s consolidated results of operations and financial position. This discussion should be read in conjunction with the Consolidated Financial Statements and related notes.
This section primarily discusses fiscal 2024 and fiscal 2023, including year-over-year comparisons. Discussions regarding fiscal 2022 and associated comparisons, which are not included on Form 10-K, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.
20
Table of Contents
FISCAL 2024 COMPARED WITH FISCAL 2023
Results of Operations
Fiscal Year Ended
December 28,
December 30,
Percent
Dollars in thousands, except per-share amounts
2024
2023
Change
Consolidated
Net sales
$
4,075,034
$
4,174,598
(2.4%)
Gross profit
1,241,212
1,236,034
0.4%
as a percentage of net sales
30.5%
29.6%
Selling, general, and administrative expenses
716,628
768,423
(6.7%)
as a percentage of net sales
17.6%
18.4%
Impairment of goodwill and other intangible assets
—
140,844
NM
Realignment charges
—
35,210
NM
Operating income
524,584
291,557
79.9%
as a percentage of net sales
12.9%
7.0%
Net interest expense
51,539
50,578
1.9%
Effective tax rate
25.2%
38.1%
Net earnings attributable to Valmont Industries, Inc.
348,259
150,849
130.9%
Diluted earnings per share
$
17.19
$
6.78
153.5%
Infrastructure
Net sales
$
2,998,381
$
2,999,637
(0.0%)
Gross profit
903,736
842,081
7.3%
as a percentage of net sales
30.1%
28.1%
Selling, general, and administrative expenses
406,596
424,997
(4.3%)
as a percentage of net sales
13.6%
14.2%
Impairment of goodwill and other intangible assets
—
3,571
NM
Realignment charges
—
17,260
NM
Operating income
497,140
396,253
25.5%
as a percentage of net sales
16.6%
13.2%
Agriculture
Net sales
$
1,076,653
$
1,174,961
(8.4%)
Gross profit
337,476
393,953
(14.3%)
as a percentage of net sales
31.3%
33.5%
Selling, general, and administrative expenses
199,140
230,729
(13.7%)
as a percentage of net sales
18.5%
19.6%
Impairment of goodwill and other intangible assets
—
137,273
NM
Realignment charges
—
9,101
NM
Operating income
138,336
16,850
721.0%
as a percentage of net sales
12.8%
1.4%
Corporate
Selling, general, and administrative expenses
$
110,892
$
112,697
(1.6%)
Realignment charges
—
8,849
NM
Operating loss
(110,892)
(121,546)
(8.8%)
NM = not meaningful
Overview, Including Items Impacting Comparability
Dollars in thousands
Infrastructure
Agriculture
Total
Net sales - fiscal 2023
$
2,999,637
$
1,174,961
$
4,174,598
Volume
(55,453)
(48,082)
(103,535)
Pricing and mix
62,430
(63,942)
(1,512)
Acquisition
—
27,396
27,396
Divestiture
(2,292)
(1,068)
(3,360)
Currency translation
(5,941)
(12,612)
(18,553)
Net sales - fiscal 2024
$
2,998,381
$
1,076,653
$
4,075,034
On a consolidated basis, net sales decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower net sales in the Agriculture segment, while net sales in the Infrastructure segment remained relatively flat.
On a consolidated basis, both gross profit and gross profit as a percentage of net sales increased in fiscal 2024, as compared to fiscal 2023. This growth was driven by higher gross profit in the Infrastructure segment, partially offset by a
21
Table of Contents
decline in the Agriculture segment. Favorable factors in the Infrastructure segment, including steel deflation, strong commercial execution, and effective pricing strategies, were partially offset by lower volumes and pricing in the Agriculture segment, particularly in Brazil.
During the third quarter of fiscal 2023, management initiated a plan to streamline segment support across the Company and reduce costs through an organizational realignment program (the “Realignment Program”). The Realignment Program provided for a reduction in force through a voluntary early retirement program and other headcount reduction actions, which were completed by the end of fiscal 2023. The Board of Directors authorized the incurrence of cash charges up to $36.0 million in connection with the Realignment Program of which $35.2 million were incurred in fiscal 2023. Severance and other employee benefit costs totaled approximately $17.3 million within the Infrastructure segment, $9.1 million within the Agriculture segment, and $8.8 million within Corporate expense.
Consolidated selling, general, and administrative expenses (“SG&A”) decreased in fiscal 2024, as compared to fiscal 2023, primarily driven by lower compensation costs, largely attributable to the Realignment Program in fiscal 2023.
In fiscal 2023, SG&A in the Agriculture segment included $4.9 million in amortization of identified intangible assets and $7.1 million in stock-based compensation expense from the Prospera subsidiary acquired in fiscal 2021. In fiscal 2024, Prospera intangible asset amortization was $0.4 million and stock-based compensation expense was $4.1 million.
Consolidated operating income increased in fiscal 2024, as compared to fiscal 2023, primarily due to the impairment of certain goodwill and intangible assets totaling $140.8 million and realignment charges totaling $35.2 million in fiscal 2023. The increase was further supported by lower SG&A resulting from the Realignment Program and increased gross profit.
Acquisitions and Divestitures
We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments.
Acquisitions
In the third quarter of fiscal 2023, we acquired HR Products, a leading wholesale supplier of irrigation parts in Australia, for $37.3 million, included in the Agriculture segment.
Divestitures
In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, resulting in a loss of $2.8 million recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.
In the fourth quarter of fiscal 2024, we divested our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand, previously included in the Infrastructure segment, resulting in a loss of $1.7 million recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.
In the second quarter of fiscal 2023, we divested Torrent Engineering and Equipment Company, LLC, an Indiana-based integrator of prepackaged pump stations previously included in the Agriculture segment, resulting in a gain of $3.0 million recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.
Macroeconomic and Geopolitical Impacts on Financial Results and Liquidity
We manufacture Utility structures in Mexico and ship them to customers in the U.S. In fiscal 2024, we imported approximately $230.0 million worth of fabricated steel structures from Mexico into the U.S. On February 10, 2025, President Trump announced a 25% tariff on all steel and aluminum imports into the U.S., effective March 4, 2025. The U.S.-Mexico tariff situation remains highly fluid, and we are assessing the duration and scope of this presidential order. At this time, we cannot predict whether additional tariffs will be imposed. Any U.S. tariffs on fabricated steel structures we produce are expected to apply to transfer prices from Mexico. These potential tariffs, along with possible retaliatory measures from Mexico, could have a material adverse impact on our future cost of goods sold and operating income. The ultimate effect will depend on the magnitude and duration of the tariffs, and we are actively assessing options to mitigate any potential impact.
22
Table of Contents
We continue to monitor other macroeconomic and geopolitical uncertainties that have impacted or may impact our business, including inflationary cost pressures, supply chain disruptions, currency fluctuations against the U.S. dollar, changing interest rates, ongoing international conflicts, and labor shortages. These factors could impact our operational costs, revenue, and financial stability. As conditions evolve, we are proactively adapting strategies to mitigate risks and ensure sufficient liquidity.
Reportable Segments
In addition to our two reportable segments, we had a business and related activities in fiscal 2022 that did not exceed 10% of consolidated sales, operating income, or assets. This included the offshore wind energy structures business, which was reported in the Other segment until its divestiture in the fourth quarter of fiscal 2022. For additional information, see Note 20 in our Consolidated Financial Statements.
Backlog
As of December 28, 2024, the consolidated backlog of unshipped orders was approximately $1.4 billion, as compared to approximately $1.5 billion as of December 30, 2023. This decrease is attributed to slight decreases in both the Infrastructure and Agriculture segments.
Net Interest Expense
Consolidated net interest expense increased in fiscal 2024, as compared to fiscal 2023, due to the increase in average outstanding borrowings on the revolving line of credit along with higher average interest rates.
Other Income / Expenses (Including Gain (Loss) on Deferred Compensation Investments)
Amounts in “Gain (loss) on deferred compensation investments” included changes in the market value of deferred compensation assets which were offset by an equal opposite amount included in SG&A for the corresponding change in the valuation of deferred compensation liabilities. Other items included in “Other income (expenses)” were pension expenses along with losses related to the sales of George Industries and the extractive business in the fourth quarter of fiscal 2024 totaling approximately $4.5 million. Pension expense was $0.6 million and $0.2 million in fiscal 2024 and 2023, respectively.
Income Tax Expense
Our effective income tax rate in fiscal 2024 and fiscal 2023 was 25.2% and 38.1%, respectively. In fiscal 2024, the effective tax rate was the result of changes in the geographical mix of earnings. In fiscal 2023, the higher effective tax rate was the result of goodwill impairment charges for which no tax benefits were recorded.
Infrastructure Segment
Fiscal Year Ended
December 28,
December 30,
Dollar
Percent
Dollars in thousands
2024
2023
Change
Change
Utility
$
1,368,333
$
1,291,670
$
76,663
5.9
%
Lighting and Transportation
884,128
916,170
(32,042)
(3.5)
%
Coatings
353,739
354,330
(591)
(0.2)
%
Telecommunications
250,770
252,165
(1,395)
(0.6)
%
Solar
151,606
195,732
(44,126)
(22.5)
%
Total sales
$
3,008,576
$
3,010,067
$
(1,491)
(0.0)
%
Operating income
$
497,140
$
396,253
$
100,887
25.5
%
Infrastructure segment sales in fiscal 2024 were comparable to those in fiscal 2023. A significant decline in Solar product line volumes was offset by higher volumes in the Utility product line and increased average selling prices, particularly in the Utility product line. Regionally, Infrastructure segment sales grew in North America in fiscal 2024, as compared to fiscal 2023, but declined in international markets during the same period.
Sales in the Utility product line increased in fiscal 2024, as compared to fiscal 2023, driven by a continued focus on commercial excellence and a favorable product mix, including higher volumes of distribution and substation products. These
23
Table of Contents
factors more than offset the impact of steel index deflation on average selling prices. The overall product line growth occurred amid strong demand in the utility market, fueled by ongoing investments in the global energy transition and grid hardening efforts.
Lighting and Transportation product line sales decreased in fiscal 2024, as compared to fiscal 2023. This decline was due to lower sales volumes caused by continued softness in the lighting market, the timing of transportation projects, and an unfavorable currency translation effect totaling approximately $1.9 million.
Coatings product line sales decreased slightly in fiscal 2024, as compared to fiscal 2023, primarily due to lower sales volumes in international markets. These declines were partially offset by increased average selling prices.
Telecommunications product line sales decreased in fiscal 2024, as compared to fiscal 2023, driven by lower sales volumes in the first half of fiscal 2024. However, sales volumes rebounded in the second half of fiscal 2024, supported by increased carrier spending amid a stabilizing North American market environment.
Solar product line sales decreased significantly in fiscal 2024, as compared to fiscal 2023. This decline was attributed to the non-recurrence of a large utility-scale project from fiscal 2023, a strategic decision in the second quarter of fiscal 2024 to exit certain low-margin projects, and an unfavorable foreign currency translation effect totaling approximately $1.4 million.
Infrastructure segment gross profit and gross profit as a percentage of net sales increased in fiscal 2024, as compared to fiscal 2023. These improvements were driven by a favorable product mix and commercial excellence, which resulted in higher average selling prices that more than offset the impact of steel index deflation.
Infrastructure segment SG&A decreased in fiscal 2024, as compared to fiscal 2023. This reduction was primarily due to lower compensation costs as a result of the Realignment Program.
Infrastructure segment operating income increased in fiscal 2024, as compared to fiscal 2023. This improvement was driven by higher gross profit and lower SG&A. In addition, we incurred severance costs totaling $17.3 million within the Infrastructure segment in fiscal 2023 related to the Realignment Program.
Agriculture Segment
Fiscal Year Ended
December 28,
December 30,
Dollar
Percent
Dollars in thousands
2024
2023
Change
Change
North America
$
570,517
$
587,056
$
(16,539)
(2.8)
%
International
513,191
595,167
(81,976)
(13.8)
%
Total sales
$
1,083,708
$
1,182,223
$
(98,515)
(8.3)
%
Operating income
$
138,336
$
16,850
$
121,486
721.0
%
In North America, Agriculture segment sales declined in fiscal 2024, as compared to fiscal 2023. This decrease was primarily driven by lower tubular steel product sales, reflecting weakness in the North American agriculture market. Although sales of replacement irrigation equipment increased due to severe weather events earlier in fiscal 2024, these gains were partially offset by continued softness in the agriculture market, influenced by lower grain prices. Additionally, average selling prices for irrigation equipment were slightly lower compared to the prior year.
In international markets, Agriculture segment sales decreased in fiscal 2024, as compared to fiscal 2023. This was driven by significantly lower sales in Brazil, where normalizing backlog levels and lower grain prices impacted growers’ purchasing decisions. The decline was further exacerbated by unfavorable foreign currency translation effects of $12.6 million. However, sales growth in the Europe, Middle East, and Africa region, along with incremental sales from the HR Products acquisition in fiscal 2023, partially offset these declines.
Sales of Technology Products and Services decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower hardware sales volumes.
Our Agriculture business remains cyclical and is influenced by factors such as changes in net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions. We
24
Table of Contents
closely monitor these variables to assess their potential impacts on our financial performance, including estimated U.S. net farm income data released by the U.S. Department of Agriculture. In Brazil, we actively track fluctuations in grain prices and projected farm input costs to evaluate grower sentiment. Looking ahead, Irrigation Equipment and Parts sales in North America are expected to remain muted for fiscal 2025.
Agriculture segment gross profit decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower sales volumes, particularly in North America and Brazil, as well as an unfavorable geographic sales mix.
Agriculture segment SG&A decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower compensation costs, largely driven by the Realignment Program. Additionally, intangible asset amortization expenses declined as a result of the third quarter of fiscal 2023 impairment of certain Prospera amortizing proprietary technology.
Agriculture segment operating income increased in fiscal 2024, as compared to fiscal 2023, primarily due to a $137.3 million impairment of certain goodwill and other intangible assets in fiscal 2023. This increase was partially offset by lower sales volumes and decreased gross profit. Furthermore, in fiscal 2023, we incurred $9.1 million in severance costs within the Agriculture segment related to the Realignment Program.
Corporate
Corporate SG&A decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower compensation costs resulting from the Realignment Program in fiscal 2023, as well as reduced incentive expenses. These reductions were partially offset by higher insurance expenses and increased technology costs.
In addition, in fiscal 2023, we incurred $8.8 million in severance and other employee benefit costs within Corporate expense as part of the Realignment Program.
LIQUIDITY AND CAPITAL RESOURCES
Capital Allocation Philosophy
Our capital allocation priorities are intended to present a balanced approach to maintaining disciplined investments in organic and inorganic growth opportunities while delivering meaningful capital returns to shareholders over the next three to five years. These priorities are expected to be supported by our projected cash flow generation. We plan to allocate approximately 50% of operating cash flow to high-return growth opportunities, focused on:
● capital expenditures for strategic capacity expansion, primarily in the Infrastructure segment, to maintain and increase manufacturing output and efficiency while driving innovation to better serve customers, and
● acquisitions that strategically augment our competitive position, with a focus on sustainable growth and premium returns on invested capital.
We plan to allocate the remaining approximately 50% of operating cash flow to shareholder returns through the form of share repurchases and dividends.
We are committed to maintaining a capital structure that supports our investment-grade credit rating. As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Investors Service, Inc., BBB- (stable outlook) by Fitch Ratings, Inc., and BBB+ (stable outlook) by S&P Global Ratings. To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.
As of December 28, 2024, we had approximately $66.0 million of remaining capacity under our share repurchase program. Since May 2014, we have repurchased approximately 8.2 million shares for a total of $1,334.0 million under the program. Subsequent to year end, on February 18, 2025, we announced the Board of Directors increased the program’s authorized capacity by an additional $700.0 million, with no stated expiration date. These purchases will be funded through available cash balances and ongoing cash flows and will be made subject to market and economic conditions. We are not obligated to make any repurchases and may discontinue the program at any time. Additionally, the Board of Directors approved a quarterly cash dividend on common stock of $0.68 per share, or an annualized rate of $2.72 per share, representing an increase of over 13%.
25
Table of Contents
Supplier Finance Program
We have established a supplier finance program with a financial institution, allowing qualifying suppliers the option to sell their receivables from us to the financial institution under independently negotiated terms. Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity. We have no economic interest in a supplier’s decision to participate. As of December 28, 2024 and December 30, 2023, our accounts payable in the Consolidated Balance Sheets included $45.6 million and $41.9 million, respectively, related to obligations under this program.
Sources of Financing
As of December 28, 2024, our available debt financing primarily included senior unsecured notes and a revolving credit facility.
Senior Unsecured Notes
As of December 28, 2024, our senior unsecured notes consisted of:
● $450.0 million face value ($434.0 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044.
● $305.0 million face value ($295.4 million carrying value) notes at an interest rate of 5.25% per annum, maturing in October 2054.
We retain the option to repurchase these notes by paying a make-whole premium. Both tranches are guaranteed by certain subsidiaries.
Revolving Credit Facility
Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of October 18, 2026. The facility provides up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies. An additional $300.0 million may be added to the facility, subject to lender commitments.
Authorized borrowers include the Company and its wholly-owned subsidiaries, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd. Obligations under this facility are guaranteed by the Company and its wholly-owned subsidiaries, Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty. Ltd.
The interest rate on our borrowings will be, at our option, either:
(a) term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our senior unsecured long-term debt credit rating by S&P Global Ratings and Moody’s Investors Service, Inc.;
(b) the higher of
● the prime lending rate,
● the overnight bank rate plus 50 basis points, or
● term SOFR (based on a one-month period) plus 100 basis points,
plus, in each case, 0 to 62.5 basis points, depending on our credit rating; or
(c) daily simple SOFR plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our credit rating.
Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 10 to 25 basis points, based on our credit rating.
As of December 28, 2024, we had no outstanding borrowings under this facility. As of December 30, 2023, we had outstanding borrowings of $377.9 million under this facility. The facility includes a financial covenant that may limit
26
Table of Contents
additional borrowing. As of December 28, 2024, we could borrow $799.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations. Additionally, we maintain short‑term bank lines of credit totaling $30.9 million, with $29.2 million unused as of December 28, 2024.
Covenants and Compliance
Both our senior unsecured notes and revolving credit facility contain cross-default provisions, which allow for the acceleration of debt if we default on other indebtedness that also permits acceleration.
The revolving credit facility requires us to maintain a financial leverage ratio of 3.50 or lower, measured as of the last day of each fiscal quarter. A temporary increase to 3.75 is permitted for the four fiscal quarters following a material acquisition. The leverage ratio is defined as the ratio of: (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b) earnings before interest, taxes, depreciation, and amortization, adjusted for non-cash stock-based compensation and non-recurring non-cash charges or gains, subject to certain limitations (“Adjusted EBITDA”). Additionally, in the event of an acquisition or divestiture, Adjusted EBITDA shall be computed on a pro forma basis, reflecting the transaction as if it had occurred on the first day of the period.
Additional covenants restrict activities such as incurring indebtedness, placing liens, engaging in mergers, making investments, selling assets, paying dividends, conducting affiliate transactions, and making debt prepayments. Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable.
As of December 28, 2024, we were in compliance with all covenants related to these debt agreements. For detailed calculations of Adjusted EBITDA and the leverage ratio, please refer to the “Selected Financial Measures” section.
Cash Uses
Our primary cash needs include working capital, capital expenditures, debt service, taxes, and pension contributions. We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreement restrictions.
In fiscal 2025, our primary cash requirements will include capital expenditures, pension contributions, lease payments, and interest on outstanding debt. We have committed to purchasing zinc, aluminum, and steel under unconditional purchase agreements aligned with our business needs. These contracts help stabilize costs amid fluctuating demand, and we plan to use the contracted amounts within the fiscal year. We expect fiscal 2025 capital expenditures to range from $140.0 million to $160.0 million. The increase in planned expenditures is driven by infrastructure-related growth opportunities. These investments will enhance output, improve adaptability to evolving needs, and expand manufacturing capacity, efficiency, and flexibility.
The following table outlines our material cash requirements, both current and long-term, as of December 28, 2024:
Next 12
Dollars in millions
Months
Thereafter
Total
Long‑term debt
$
0.7
$
755.6
$
756.3
Interest 1
38.6
882.8
921.4
Pension plan contributions
16.7
197.6
214.3
Operating leases
29.0
184.1
213.1
Total contractual cash obligations
$
85.0
$
2,020.1
$
2,105.1
1 Interest expense amount assumes that long-term debt will be held to maturity.
Our business operates in cyclical markets, but our diverse portfolio—spanning various products, customers, and regions—has enabled us to navigate these cycles effectively while maintaining liquidity. Historically, we have consistently generated operating cash flows that exceed our capital expenditures, demonstrating our ability to manage cash effectively through economic cycles. For fiscal 2025 and beyond, we are confident in our liquidity position, supported by accessible credit facilities, capital markets, and a solid track record of positive operating cash flows.
As of December 28, 2024, we held $164.3 million in cash, including $135.6 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities. Additionally, as of December 28, 2024, we had liabilities of $1.6 million for foreign withholding taxes and $0.5 million for U.S. state income taxes.
27
Table of Contents
Cash Flows
The table below summarizes our cash flow information for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022:
Fiscal Year Ended
December 28,
December 30,
December 31,
Dollars in thousands
2024
2023
2022
Net cash flows from operating activities
$
572,678
$
306,775
$
326,265
Net cash flows from investing activities
(78,878)
(115,281)
(132,080)
Net cash flows from financing activities
(522,560)
(176,405)
(181,905)
Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $572.7 million in fiscal 2024, compared to $306.8 million in fiscal 2023. The change in operating cash flows reflects increased operating profits and favorable changes in working capital, mainly due to increased customer receipts, including deposits of $83.7 million from a large customer in fiscal 2024. This was partially offset by a $21.9 million increase in tax payments for fiscal 2024, as compared to fiscal 2023. Operating cash outflows for severance payments related to the Realignment Program totaled $12.5 million and $22.7 million for fiscal 2024 and 2023, respectively.
Investing Cash Flows – Cash used in investing activities totaled $78.9 million in fiscal 2024, compared to $115.3 million in fiscal 2023. Investing activities in fiscal 2024 included capital spending of $79.5 million partially offset by proceeds of $3.8 million from the divestitures of George Industries and the extractive business, net of cash divested. Investing activities in fiscal 2023 included capital spending of $96.8 million and the acquisition of HR Products, net of cash acquired, of $32.7 million, partially offset by proceeds of $6.4 million from the divestiture of Torrent Engineering and Equipment Company, LLC, net of cash divested, and proceeds of $7.5 million from property damage insurance claims.
Financing Cash Flows – Cash used in financing activities totaled $522.6 million in fiscal 2024, compared to $176.4 million in fiscal 2023. Our total interest‑bearing debt decreased to $757.9 million as of December 28, 2024, from $1,138.1 million as of December 30, 2023. Financing activities in fiscal 2024 included $45.1 million in borrowings on the revolving credit facility and short-term notes, offset by $424.6 million in principal payments of on our long-term debt and short-term borrowings, $48.4 million in dividend payments, $70.1 million in stock repurchases, $17.8 million in purchases of redeemable noncontrolling interests, and $6.4 million in net activity from stock option and incentive plans, including related tax payments. Financing activities in fiscal 2023 included $400.8 million in borrowings of on the revolving credit facility and short-term notes, offset by $168.8 million in principal payments of on our long-term debt and short-term borrowings, $49.5 million in dividend payments, $345.3 million in stock repurchases, and $12.9 million in net activity from stock option and incentive plans, including related tax payments.
Guarantor Summarized Financial Information
This information is provided in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X, relating to our two tranches of senior unsecured notes. These senior notes are jointly, severally, fully, and unconditionally guaranteed—subject to certain customary release provisions, including the sale of the subsidiary guarantor or of all or substantially all of its assets—by certain of our current and future direct and indirect domestic and foreign subsidiaries (collectively, the “Guarantors”). The Parent serves as the Issuer of the notes and consolidates all Guarantors.
The financial information for the Issuer and Guarantors is presented on a combined basis, with intercompany balances and transactions between the Issuer and Guarantors eliminated. Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately.
28
Table of Contents
The combined financial information for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was as follows:
Fiscal Year Ended
December 28,
December 30,
December 31,
Dollars in thousands
2024
2023
2022
Net sales
$
2,753,999
$
2,713,928
$
2,876,425
Gross profit
828,055
756,966
695,211
Operating income
354,719
255,401
268,142
Net earnings
220,790
134,831
167,114
Net earnings attributable to Valmont Industries, Inc.
220,790
133,300
167,220
The combined financial information as of December 28, 2024 and December 30, 2023 was as follows:
December 28,
December 30,
Dollars in thousands
2024
2023
Current assets
$
805,713
$
777,539
Non-current assets
835,197
872,016
Current liabilities
470,652
361,211
Non-current liabilities
1,091,773
1,436,131
Redeemable noncontrolling interests
—
10,518
As of December 28, 2024 and December 30, 2023, non-current assets included a receivable from non-guarantor subsidiaries of $90,938 and $136,904, respectively. As of December 28, 2024 and December 30, 2023, non-current liabilities included a payable to non-guarantor subsidiaries of $243,465 and $216,633, respectively.
Selected Financial Measures
We are providing the following financial measures for the Company:
Return on Invested Capital – 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. These measures are also utilized to determine management incentives. ROIC is calculated by dividing after-tax operating income by the average of beginning and ending invested capital. Adjusted ROIC is calculated as after-tax operating income, adjusted for certain non-recurring charges or gains. The adjusted figure is then divided by the average of beginning and ending invested capital to determine Adjusted ROIC. Invested capital represents total assets minus total liabilities (excluding interest-bearing debt and redeemable noncontrolling interests).
ROIC and Adjusted ROIC are non-generally accepted accounting principles (“GAAP”) measures. As such, invested capital, ROIC, and Adjusted ROIC should not be considered in isolation or as substitutes for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP, nor should they be viewed as indicators of our operating performance or liquidity. The following table shows how invested capital, ROIC, and Adjusted ROIC are calculated from our Consolidated Statements of Earnings and our Consolidated Balance Sheets.
29
Table of Contents
The calculation of these ratios for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was as follows:
Fiscal Year Ended
December 28,
December 30,
December 31,
Dollars in thousands
2024
2023
2022
Operating income
$
524,584
$
291,557
$
433,249
Tax rate
25.2%
38.1%
27.7%
Tax effect on operating income
(132,050)
(111,124)
(119,872)
After-tax operating income
$
392,534
$
180,433
$
313,377
Average invested capital
$
2,396,436
$
2,504,474
$
2,437,232
Return on invested capital
16.4%
7.2%
12.9%
Operating income
$
524,584
$
291,557
$
433,249
Impairment of goodwill and other intangible assets
—
140,844
—
Realignment charges
—
35,210
—
Other non-recurring charges
—
5,626
—
Prospera intangible asset amortization 3
—
—
6,580
Prospera stock-based compensation 3
—
—
9,896
Adjusted operating income
$
524,584
$
473,237
$
449,725
Adjusted effective tax rate 1,2
25.2%
25.9%
27.7%
Tax effect on adjusted operating income
(132,050)
(122,665)
(124,431)
After-tax adjusted operating income
$
392,534
$
350,572
$
325,294
Average invested capital
$
2,396,436
$
2,504,474
$
2,437,232
Adjusted return on invested capital
16.4%
14.0%
13.3%
Total assets
$
3,329,972
$
3,477,448
$
3,556,996
Less: Defined benefit pension asset
(46,520)
(15,404)
(24,216)
Less: Accounts payable
(372,197)
(358,311)
(360,312)
Less: Accrued expenses
(275,407)
(277,764)
(248,320)
Less: Contract liabilities
(126,932)
(70,978)
(172,915)
Less: Income taxes payable
(22,509)
—
(3,664)
Less: Dividends payable
(12,019)
(12,125)
(11,742)
Less: Deferred income taxes
(6,344)
(21,205)
(41,091)
Less: Operating lease liabilities
(134,534)
(162,743)
(155,469)
Less: Deferred compensation
(33,302)
(32,623)
(30,316)
Less: Other non-current liabilities
(20,813)
(12,818)
(13,480)
Total invested capital
$
2,279,395
$
2,513,477
$
2,495,471
Beginning invested capital
$
2,513,477
$
2,495,471
$
2,378,992
Average invested capital
$
2,396,436
$
2,504,474
$
2,437,232
1 The adjusted effective tax rate for fiscal 2022 excluded the effects of the $33.3 million loss from the divestiture of the offshore wind energy structures business, which was not deductible for income tax purposes. The effective tax rate including the loss on the divestiture was 29.9%.
2 The adjusted effective tax rate for fiscal 2023 excluded the effects of the impairment of goodwill and other intangible assets of $140.8 million, realignment charges of $35.2 million, non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership of $5.6 million, loss from Argentine peso hyperinflation of $5.1 million, and non-recurring tax benefit items of $3.6 million. The effective tax rate including these items was 38.1%.
3 The Company does not include adjustments for the Prospera subsidiary non-cash expenses for fiscal 2023 or going forward, as these amounts are no longer financially significant after the third quarter of fiscal 2023 impairment of goodwill and other intangible assets and realignment activities completed during the fourth quarter of fiscal 2023.
ROIC and Adjusted ROIC, as presented, may not be directly comparable to similarly titled measures used by other companies.
Adjusted EBITDA – Adjusted EBITDA is a key financial metric we use to assess our maximum borrowing capacity. Our bank credit agreements include a financial covenant that limits total interest-bearing debt to no more than 3.50 times Adjusted EBITDA (or 3.75 times Adjusted EBITDA following certain material acquisitions), calculated on a rolling four-fiscal-quarter basis. These agreements permit the inclusion of estimated earnings before interest, taxes, depreciation, and
30
Table of Contents
amortization (“EBITDA”) from acquired businesses for periods prior to ownership and the exclusion of EBITDA from divested businesses for periods during which we owned them.
Additionally, the agreements allow adjustments for non-cash stock-based compensation and non-recurring non-cash charges or gains, subject to certain limitations, which are factored into the calculation of Adjusted EBITDA. Failure to comply with this financial covenant may result in higher financing costs or early debt repayment requirements. As a non-GAAP measure, Adjusted EBITDA should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP. It also should not be interpreted as an indicator of operating performance or liquidity.
The calculation of Adjusted EBITDA for the fiscal year ended December 28, 2024 was as follows:
Fiscal Year Ended
December 28,
Dollars in thousands
2024
Net cash flows from operating activities
$
572,678
Interest expense
58,722
Income tax expense
117,978
Deferred income taxes
24,655
Redeemable noncontrolling interests
(2,365)
Net periodic pension cost
(640)
Contribution to defined benefit pension plan
19,599
Changes in assets and liabilities
(128,232)
Other
(12,172)
Proforma divestitures adjustment
(2,346)
Adjusted EBITDA
$
647,877
Fiscal Year Ended
December 28,
Dollars in thousands
2024
Net earnings attributable to Valmont Industries, Inc.
$
348,259
Interest expense
58,722
Income tax expense
117,978
Depreciation and amortization
95,395
Stock-based compensation
29,869
Proforma divestitures adjustment
(2,346)
Adjusted EBITDA
$
647,877
Adjusted EBITDA, as presented, may not be directly comparable to similarly titled measures used by other companies.
Leverage Ratio – The leverage 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 ratio is a key component of the covenants in our major debt agreements, which stipulate that the ratio must not exceed 3.50 (or 3.75 after certain material acquisitions), calculated on a rolling four-fiscal-quarter basis. If we violate these covenants, we could face increased financing costs or be required to repay debt before its maturity date. As a non-GAAP measure, the leverage ratio should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP. It should not be interpreted as an indicator of our operating performance or liquidity.
The calculation of the leverage ratio as of December 28, 2024 was as follows:
December 28,
Dollars in thousands
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
31
Table of Contents
The leverage ratio, as presented, may not be directly comparable to similarly titled measures used by other companies.
MARKET RISK
Changes in Prices
We rely on certain key materials, including steel, aluminum, zinc, and natural gas, which are globally traded commodities. As a result, their prices fluctuate based on factors such as supply and demand shifts and the costs of steel‑making inputs. These fluctuations can significantly impact our operating performance and cost of goods sold. Additionally, recent trade policies and proposed tariffs could increase the cost of goods we and our suppliers purchase from Canada, China, and Mexico, potentially leading to higher manufacturing costs for Infrastructure structures.
Steel is particularly critical for our Utility product line, where it represents approximately 50% of net sales. In fiscal 2018, we began using hot-rolled steel coil derivative contracts on a limited basis to help mitigate the impact of rising steel prices on our operating income. For the fiscal year ended December 28, 2024, a hypothetical 20% change in steel prices could have impacted net sales in this product line by approximately $110.0 million, assuming a similar sales mix.
Similarly, natural gas prices have been highly volatile in recent years. To manage these risks, we employ strategies such as implementing fixed-price purchase contracts with our vendors to stabilize our purchasing costs and raising sales prices where feasible. Additionally, we use natural gas swap contracts on a limited basis to help offset the impact of rising natural gas prices on our operating income.
Risk Management
We are exposed to several principal market risks, including fluctuations in interest rates, foreign currency exchange rates, and commodity prices. To mitigate these risks, we selectively use derivative financial instruments. However, we do not use derivatives for trading purposes.
Interest Rate Risk: As of December 28, 2024, most our interest‑bearing debt was fixed rate. We have available to us a revolving credit facility, with no outstanding balance as of December 28, 2024. Our notes payable, revolving credit facility, and a minor portion of our long-term debt accrue interest at variable rates. As a result, changes in interest rates could affect our future borrowing costs.
Foreign Exchange Risk: Our exposure to transactions in currencies other than an entity’s functional currency is minimal. Consequently, potential exchange losses on future earnings, fair value, and cash flows are not material. However, we are exposed to investment risks related to our foreign operations. To manage these risks, we occasionally enter into foreign currency contracts. As of December 28, 2024, the Company had one outstanding fixed-for-fixed cross currency swap (“CCS”) agreement. This swap exchanges U.S. dollar principal and interest payments on a portion of the Company’s 5.00% senior unsecured notes due in fiscal 2044 for euro-denominated payments. The CCS was initiated in fiscal 2024 to mitigate foreign currency risk associated with our euro investments and to reduce interest expenses. The notional amount of the euro CCS is $80.0 million, and it matures in fiscal 2029.
In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered into during fiscal 2019, resulting in the Company receiving proceeds of $2.7 million. In the third and fourth quarters of fiscal 2022, the Company settled a Danish krone net investment hedge entered into during fiscal 2019, resulting in the Company receiving proceeds of $3.5 million.
A significant portion of our cash in non-U.S. entities is held in foreign currencies, meaning fluctuations in exchange rates will impact our cash balances when converted to U.S. dollars. A 10% fluctuation in the U.S. dollar’s value would have affected our reported cash balance by approximately $8.7 million in fiscal 2024 and $13.2 million in fiscal 2023.
To manage our investment risk in foreign operations, we either borrow in the functional currencies of those foreign entities or utilize appropriate hedging instruments, such as foreign currency swaps. The following table shows the change in the recorded value of our most significant investments as of December 28, 2024 and December 30, 2023, assuming a hypothetical 10% change in the value of the U.S. dollar.
32
Table of Contents
December 28,
December 30,
Dollars in millions
2024
2023
Australian dollar
$
1.9
$
6.9
Brazilian real
13.4
18.8
British pound
25.6
17.2
Canadian dollar
4.8
4.0
Chinese renminbi
5.4
5.6
Euro
13.2
9.5
Commodity Risk: Hot-rolled steel coil is a key input for both of our segments except the Coatings product line. Due to steel price volatility, we use derivative financial instruments to mitigate commodity price risks, particularly for fixed-price orders. In both fiscal 2024 and fiscal 2023, we entered into forward contracts and swaps for hot-rolled steel coil that qualified as cash flow hedges. These contracts help manage variability in cash flows from future steel purchases. As of December 28, 2024, we had open forward contracts and swaps with a notional amount of $13.5 million, covering the purchase of 17,000 short tons between January 2025 and September 2025.
Natural gas is another significant commodity used in our manufacturing processes, particularly in our Coatings product line, where it is used to heat tanks for the hot-dipped galvanizing process. Due to the volatility of natural gas prices, we mitigate this risk through derivative financial instruments. Our policy is to hedge 0% to 75% of our U.S. natural gas needs for the next 6 to 24 months using swaps tied to New York Mercantile Exchange futures. These swaps are designed to reduce the impact of sudden and significant increases in natural gas prices on our earnings. As of December 28, 2024, we had open natural gas swaps with a notional value of $1.4 million for 352,000 MMBtu from January 2025 to March 2026.
Diesel fuel is a major cost for our contracted carriers transporting our products. Diesel fuel prices are subject to volatility, which we manage through the use of derivative financial instruments. In fiscal 2024 and fiscal 2023, we entered into diesel fuel option contracts that qualified as cash flow hedges. These contracts help stabilize cash flows amid fluctuating diesel fuel costs charged by carriers. As of December 28, 2024, we had open option contracts with a notional amount of $0.6 million for the total purchase of 2,604,000 gallons of diesel fuel from December 2024 to June 2026.
CRITICAL ACCOUNTING ESTIMATES
The accounting policies described below involve significant judgments and estimates that are used in preparing our Consolidated Financial Statements. Management exercises substantial judgment in determining these estimates, which are essential to our financial reporting. The key areas that involve such estimates include impairments of goodwill and other intangible assets, income taxes, revenue recognition for product lines recognized over time, and inventory obsolescence. These estimates are based on our past experiences and other assumptions that we believe to be reasonable given the circumstances.
We continually re-evaluate these estimates as circumstances evolve, understanding that actual results may differ due to changes in assumptions or conditions. To ensure accuracy and transparency in our financial reporting, the selection and application of our critical accounting policies are reviewed annually by our Audit Committee.
Depreciation and Amortization
Our long-lived assets include property, plant, and equipment, right-of-use assets, and goodwill and other intangible assets acquired through business acquisitions. We assign useful lives to these assets based on their nature and expected usage, with ranges typically spanning from 2 to 30 years.
Impairment of Goodwill and Other Intangible Assets
We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process. For the fiscal 2024 annual goodwill impairment test, we estimated the fair value of the twelve reporting units with recorded goodwill using a discounted cash flow model. This model factors in projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value. Additionally, we perform sensitivity analyses to assess the impact of changes in key assumptions, such as discount rates and cash flow forecasts, on the valuation of the reporting units.
33
Table of Contents
For fiscal 2024, no reporting units had a fair value lower than their carrying value. However, in fiscal 2023, two reporting units had estimated fair values below their carrying values, resulting in impairments: $120.0 million for the Agriculture segment and $1.9 million for the Infrastructure segment.
Many of our reporting units serve cyclical markets, which can cause fluctuations in sales and profitability. For our Solar and International Irrigation reporting units, which have a combined goodwill of approximately $130.0 million, the amount of cushion or excess fair value above their carrying values was less than 15%. Despite this, we believe these reporting units will generate positive cash flows above their carrying values and will continue to monitor their performance and growth prospects.
We actively monitor the global economy for potential factors that could impact the operating results of our reporting units. Should adverse conditions arise, we will conduct an impairment test for any affected reporting units prior to our annual testing. When evaluating reporting units, we focus on their long-term prospects, recognizing that current performance may not always be indicative of future value, which requires management judgment, particularly regarding cash flow projections.
Our indefinite-lived intangible assets primarily consist of trade names, which are tested separately from goodwill. We use the relief-from-royalty method to value these assets, calculating the potential royalty a third party might pay to use the trade name, which is then discounted to present value and tax-effected. For fiscal 2024, the fair value of our trade names exceeded their carrying value. In fiscal 2023, however, one trade name’s carrying value exceeded its fair value, resulting in a $1.7 million impairment within the Infrastructure segment.
Additionally, in the third quarter of fiscal 2023, due to identified impairment indicators, we tested the recoverability of an amortizing proprietary technology intangible asset related to the Prospera subsidiary, which is part of the Agriculture segment. We determined the asset’s carrying value exceeded its total undiscounted estimated future cash flows. As a result, we recognized a $17.3 million impairment within the Agriculture segment.
Inventories
Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or net realizable value. We assess the value of our inventory regularly and write down slow-moving or obsolete inventory. The write-down is calculated as the difference between the carrying value and our estimate of the reduced value. This estimate takes into account potential future uses of the inventory, the likelihood of selling overstocked inventory, and expected selling prices. If our assumptions about the realizability of slow-moving or obsolete inventory prove to be overly optimistic, we may be required to record additional inventory write-downs.
Income Taxes
We maintain valuation allowances to adjust deferred tax assets to amounts that we anticipate are more likely than not to be realized. In assessing the need for these allowances, we consider anticipated future taxable income and tax-planning strategies. If we determine that a deferred tax asset is not expected to be fully realized, we increase the valuation allowance, which reduces net earnings in that period. Conversely, if we later determine that all or part of a net deferred tax asset is realizable, reducing the valuation allowance would increase net earnings for that period.
As of December 28, 2024, we had approximately $56.2 million in deferred tax assets related to tax credits and loss carryforwards, with a valuation allowance of $38.8 million, including $7.0 million for capital loss carryforwards that are unlikely to be realized. Changes in circumstance surrounding deferred tax assets may require adjustments to this allowance, which could impact income tax expense and net income. Additionally, as the earnings of our non-U.S. subsidiaries (in which we own more than 50%) are not considered indefinitely reinvested, we have recorded a deferred tax liability of $2.1 million, representing taxes to be incurred upon repatriation of these earnings.
Our operations are subject to examination by tax authorities in the various countries in which we operate, with the years open to examination varying by jurisdiction. We regularly evaluate potential additional income tax assessments based on past audit experiences and our understanding of relevant tax issues. Any changes to accruals for potential tax deficiencies are included in current income tax expense. Discrepancies between our estimates and actual outcomes in this area could impact our income tax expense in a given fiscal period.
34
Table of Contents
Revenue Recognition
Revenue recognition for our contracts is determined by analyzing the specific type, terms, and conditions of each contract with customers. We do not have contracts that include variable consideration across any of our product lines.
For contracts involving Utility and certain Telecommunications customers, we recognize revenue over time. These contracts, particularly those for utility structures and telecommunication monopole structures, are engineered to meet customer specifications, making them unsuitable for alternative customers if canceled after production begins. The continuous transfer of control to the customer is evidenced by either contractual termination clauses or rights to payment for work performed to date, plus a reasonable profit, as the products do not have alternative uses to us. For these products, revenue is recognized over time based on progress toward completion of the performance obligation. However, for certain Telecommunications structures contracts where we lack the right to payment for work completed, revenue is instead recognized at the time of shipment.
The method for measuring progress toward completion requires judgment. For our Utility and Telecommunications products, revenue is recognized using an input-based method, where total production hours incurred to date are measured as a percentage of the total estimated hours for the order. The completion percentage is applied to the total contract revenue and estimated costs to calculate revenue, cost of goods sold, and gross profit. Our enterprise resource planning system tracks the total incurred costs and production hours to date, along with the estimated hours to complete. Previously, our offshore wind energy structures business (divested in fiscal 2022) recognized revenue using the cost-to-cost measure of progress, which is based on the ratio of incurred costs to total estimated costs.
Management relies on assumptions and estimates regarding manufacturing labor, materials, overhead, and burden recovery rates at each production facility. Production typically completes within three months once it begins, with profitability on open production orders reviewed monthly. We apply the practical expedient to omit disclosures for performance obligations expected to be completed within one year.
Occasionally, Utility customer orders may require up to three years to complete, often due to the number of structures involved. If actual costs deviate significantly from initial projections, burden rates and production hours per structure may be adjusted, recalibrating revenue recognition for future periods to reflect updated production schedules. For our offshore wind energy structures business before divestiture, we updated the total cost estimates quarterly, with any changes reflected in the current period’s revenue. During fiscal 2024, 2023, and 2022, no input or estimate adjustments were made that impacted revenue recognition for prior fiscal years. If a loss on a performance obligation is projected, a provision for loss is recognized, regardless of production status.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in the section “Market Risk” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report.
35
Table of Contents