What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 268 added, 415 removed, 337 unchanged (67% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Product sales

4 unchanged sentences

Selling, general, and administrative expenses

Impairment of goodwill and other intangible assets

Realignment charges

Operating income (loss)

Operating income

Other income (expenses):

2 unchanged sentences

Gain (loss) on deferred compensation investments

Gain on divestiture

Total other income (expenses)

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense (benefit):

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense:

Total income tax expense

Earnings (loss) before equity in loss of nonconsolidated subsidiaries

Earnings before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Net earnings (loss)

Loss (earnings) attributable to redeemable noncontrolling interests

Net earnings (loss) attributable to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Net earnings (loss)

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Hedging activities:

Unrealized loss on commodity hedges

Realized loss on commodity hedges included in net earnings

Unrealized gain (loss) on commodity hedges

Realized loss (gain) on commodity hedges included in net earnings

Unrealized gain (loss) on cross currency swaps

1 unchanged sentence

Total hedging activities

Net gain on defined benefit pension plan

Net loss on defined benefit pension plan

Total other comprehensive income (loss), net of tax

Comprehensive income (loss)

Comprehensive income

Comprehensive loss (income) attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to Valmont Industries, Inc.

Comprehensive income attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands, except par value)

September 28,

Current assets:

32 unchanged sentences

issued 27,900,000 shares

Additional paid-in capital

Retained earnings

10 unchanged sentences

(Dollars in thousands)

Thirty-nine weeks ended

September 28,

September 30,

Thirteen weeks ended

Cash flows from operating activities:

2 unchanged sentences

Contribution to defined benefit pension plan

Impairment of goodwill and other intangible assets

Gain on divestiture

Stock-based compensation

7 unchanged sentences

Accounts payable

Contract liabilities

Contract liabilities (current and non-current)

Accrued expenses

4 unchanged sentences

Purchases of property, plant, and equipment

Proceeds from divestiture, net of cash divested

Proceeds from sales of assets

Proceeds from property damage insurance claims

Acquisitions, net of cash acquired

Net cash flows from investing activities

8 unchanged sentences

Purchases of redeemable noncontrolling interests

Repurchases of common stock

Proceeds from exercises under stock plans

19 unchanged sentences

( 1,093,869 )

Other comprehensive loss

Net earnings (loss)

Other comprehensive income (loss), net of tax

Cash dividends declared ($ 0.68 per share)

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

Repurchases of common stock;

96,224 shares acquired

Fair value adjustment on redeemable noncontrolling interests

Stock option and incentive plans

1 unchanged sentence

( 1,081,845 )

Other comprehensive loss

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

59,186 shares acquired

Stock option and incentive plans

Balance as of June 29, 2024

( 1,054,658 )

Net earnings (loss)

Other comprehensive income

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

140,562 shares acquired

Stock option and incentive plans

Balance as of September 28, 2024

( 1,091,748 )

comprehensive

2 unchanged sentences

Balance as of December 30, 2023

Net earnings (loss)

Other comprehensive income

( 1,043,990 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 0.60 per share)

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

2 unchanged sentences

Stock option and incentive plans

Balance as of April 1, 2023

Net earnings (loss)

Other comprehensive income

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

85,300 shares acquired

Stock option and incentive plans

Balance as of July 1, 2023

Other comprehensive income (loss)

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

126,482 shares acquired

Stock option and incentive plans

Balance as of September 30, 2023

Balance as of March 30, 2024

( 1,048,381 )

See accompanying Notes to Condensed Consolidated Financial Statements.

6 unchanged sentences

The Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc.

and its subsidiaries (collectively, “Valmont” or the “Company”).

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America without audit.

and its controlled subsidiaries (collectively, “Valmont” or the “Company”).

Investments in affiliates and joint ventures, where the Company exercises significant influence but lacks control or is not the primary beneficiary, are accounted for using the equity method.

All intercompany transactions and balances have been eliminated in consolidation.

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and have not been audited.

In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the results for all periods presented.

1 unchanged sentence

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Inventories are valued at the lower of cost, determined by the first-in, first-out method, or net realizable value.

Finished and manufactured goods inventories include the costs of acquired raw materials and the related factory labor and overhead charges required to convert raw materials to finished and manufactured goods.

Inventories as of September 28, 2024 and December 30, 2023 consisted of the following:

September 28,

Inventory is valued at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Finished and manufactured goods inventories include the costs of acquired raw materials and the related factory labor and overhead charges required to convert raw materials into finished and manufactured goods.

As of March 29, 2025 and December 28, 2024, inventories consisted of the following:

Raw materials and purchased parts

3 unchanged sentences

Geographical Markets

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen weeks ended March 29, 2025 and March 30, 2024 were as follows:

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

United States

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries

Pension Costs

The Company incurs costs in connection with the Delta Pension Plan (“DPP”).

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

The Company incurs expenses related to the Delta Pension Plan (“DPP”).

The DPP was acquired as part of the Delta PLC acquisition in fiscal 2010 and has no members who are active employees.

To measure the cost and the related benefit obligation, various assumptions are made including the discount rates used to value the obligation, the expected return on plan assets used to fund the costs, and the estimated future inflation rates.

These assumptions are based on historical experience as well as current facts and circumstances.

An actuarial analysis is used to measure the cost and liability associated with pension benefits.

Key assumptions used to measure the pension expenses and benefit obligations include the discount rate, expected return on plan assets, and estimated future inflation rates.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

The components of the net periodic pension cost for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

These assumptions are based on historical experience and current conditions.

An actuarial analysis is performed to measure the expense and liability associated with the pension cost.

The components of the net periodic pension cost for the thirteen weeks ended March 29, 2025 and March 30, 2024 were as follows:

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Interest cost

3 unchanged sentences

Net periodic pension cost

The Company maintains stock-based compensation plans approved by the shareholders.

These plans provide that the Human Resources Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock.

As of September 28, 2024, 1,485,078 shares of common stock remained available for issuance under the plans.

Stock options granted under the plans call for the exercise price of each option to equal the closing market price as of the date of the grant.

Options vest beginning on the first anniversary of the grant date in equal amounts over three years or on the grant’s fifth-anniversary date.

The expiration of grants is seven to ten years from the date of the award.

Restricted stock units and awards generally vest in equal installments over three or four years beginning on the first anniversary of the grant.

The Company’s stock-based compensation (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations) and associated income tax benefits related to stock options and restricted stock awards for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

The Company administers stock-based compensation plans that have been approved by its shareholders.

Under these plans, the Human Resources Committee of the Board of Directors is authorized to grant various types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and common stock bonuses.

As of March 29, 2025, 1,423,385 shares of common stock remained available for issuance under the plans.

Stock options granted under the plans have an exercise price equal to the closing market price on the date of the grant.

Options vest beginning on the first anniversary of the grant date, either in equal amounts over three years or fully on the grant’s fifth anniversary.

The expiration of grants ranges from seven to ten years from the date of the award.

Restricted stock units and awards typically vest in equal installments over three or four years , beginning on the first anniversary of the grant.

For the thirteen weeks ended March 29, 2025 and March 30, 2024, the Company recorded stock-based compensation expenses (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated tax benefits as follows:

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Stock-based compensation

Income tax benefits

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company adheres to the guidelines outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”).

ASC 820 defines fair value and establishes a framework for its measurement.

Its provisions also apply to other accounting guidelines that require or allow fair value measurements.

According to ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a three-level hierarchy for fair value measurements, which is based on the transparency of inputs used to value an asset or liability as of the measurement date.

Inputs refer broadly to the assumptions that market participants would use when pricing the asset or liability, including assumptions about risk.

Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

Inputs refer broadly to the assumptions that market participants would use when pricing the asset or liability, including assumptions about risk.

Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Unobservable inputs for the asset or liability.

The categorization within the valuation hierarchy is based on the lowest level input that is significant to the fair value measurement.

The following are descriptions of the valuation methodologies used for assets and liabilities measured at fair value.

The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following are the valuation methodologies used for assets and liabilities measured at fair value:

Deferred Compensation Investments:

8 unchanged sentences

Fair Value Measurement Using:

September 28, 2024

March 29, 2025

Deferred compensation investments

7 unchanged sentences

Cash and cash equivalents—mutual funds

The fair value redemption amounts of certain redeemable noncontrolling interests are measured on a recurring basis utilizing Level 3 inputs, including estimates of future revenue, operating margins, growth rates, and discount rates.

Long-Lived Assets

2 unchanged sentences

The Company’s operating lease right-of-use assets are included in “Other non-current assets” and the corresponding lease obligations are included in “Other accrued expenses” and “Operating lease liabilities” in the Condensed Consolidated Balance Sheets.

Comprehensive Income

Comprehensive income consists of net earnings, foreign currency translation adjustments, certain derivative-related activities, and changes in prior service costs and net actuarial losses related to the pension plan.

The results of operations for foreign subsidiaries are translated using average exchange rates for the reporting period, while assets and liabilities are

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Comprehensive Income (Loss)

Comprehensive income (loss) includes net earnings (loss), foreign currency translation adjustments, certain derivative-related activity, and changes in prior service costs and net actuarial losses from the pension plan.

Results of operations for foreign subsidiaries are translated using the average exchange rates during the period.

Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates.

Accumulated other comprehensive income (loss) (“AOCI”) consisted of the following as of September 28, 2024 and December 30, 2023:

September 28,

translated at the exchange rates in effect on the balance sheet dates.

As of March 29, 2025 and December 28, 2024, the accumulated other comprehensive income (loss) (“AOCI”) consisted of the following:

Foreign currency translation adjustments

3 unchanged sentences

Revenue Recognition

The Company determines the appropriate revenue recognition model for contracts by analyzing the type, terms, and conditions of each contract or arrangement with a customer.

Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue and do not include variable consideration.

Discounts included in contracts with customers, typically early-pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized.

Contract revenues are classified as “Product sales” when the performance obligation is related to the manufacture and sale of goods.

Contract revenues are classified as “Service sales” when the performance obligation is the performance of a service.

Service revenue is primarily related to the Coatings product line and Technology Products and Services product line.

Customer acceptance provisions exist only in the design stage of our products (on a limited basis, the Company may agree to other acceptance terms).

Acceptance of the design by the customer is required before manufacturing commences and the product is manufactured and delivered to the customer.

The Company is generally not entitled to compensation solely based on the product design and does not recognize this service as a separate performance obligation.

Therefore, no revenue is recognized for design services.

No general rights of return exist for customers once the product has been delivered, and the Company establishes provisions for estimated warranties.

Shipping and handling costs associated with sales are recorded within cost of sales.

The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured when the revenue from the associated customer contract is being recognized over time.

With the exception of the Transmission, Distribution, and Substation (“TD&S”), Solar, and Telecommunications product lines, the Company’s inventory is interchangeable for a variety of each segment’s customers.

The Company has elected not to disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less.

In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within one year of transfer of control of goods or services.

Most of the Company’s customers are invoiced upon shipment or delivery of the goods to the customer’s specified location.

As revenue is recognized over time, contract assets are recorded, and such contract assets are relieved when the customer is invoiced.

As of September 28, 2024 and December 30, 2023, total contract assets were $ 183,085 and $ 175,721 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

The Company evaluates each customer contract to determine the appropriate revenue recognition model based on its type, terms, and conditions.

All contracts are fixed price, excluding sales tax from revenue, and do not include variable consideration.

Discounts, primarily for early payments, reduce net sales in the period the sale is recognized.

Contract revenues are classified as “Product sales” when the performance obligation involves manufacturing and selling goods, and as “Service sales” when the performance obligation involves providing a service.

Service revenue is primarily associated with the Coatings product line and the Technology Products and Services product line.

Customer acceptance provisions generally apply only during the design stage, although the Company may agree to other acceptance terms on a limited basis.

Customers must approve the design before manufacturing begins and products are delivered.

The Company does not earn compensation solely for product design and does not consider design services a separate performance obligation;

as such, no revenue is recognized for design services.

Customers do not have general rights of return after delivery, and the Company establishes provisions for estimated warranties.

Shipping and handling costs are included in cost of sales, with freight considered a fulfillment obligation rather than a separate performance obligation.

Freight expenses are recognized proportionally as the structure is manufactured, in line with revenue recognized from the associated customer contract over time.

Except for the Utility, Solar, and Telecommunications product lines, inventory is interchangeable among the various customers within each segment.

The Company has elected not to disclose partially satisfied performance obligations at the end of the reporting period for contracts with an original expected duration of one year or less.

If payment is expected within one year of transferring control of goods or services, the Company does not adjust contract consideration for any significant financing component.

Most customers are invoiced upon shipment or delivery of goods to their specified locations.

Contract assets are recognized as revenue is earned over time and are reduced when the customer is invoiced.

As of March 29, 2025 and December 28, 2024, the Company’s contract assets totaled $ 197,512 and $ 187,257 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

Certain customers are invoiced through advance or progress billings.

When the progress toward performance obligations is less than the amount billed to the customer, the excess is recorded as a contract liability.

As of March 29, 2025, total contract liabilities were $ 144,669 , with $ 140,905 recorded as “Contract liabilities” and $ 3,764 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

As of December 28, 2024, total contract liabilities were $ 130,696 , with $ 126,932 recorded as “Contract liabilities” and $ 3,764 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Additional details are as follows:

● During the thirteen weeks ended March 29, 2025 and March 30, 2024, the Company recognized $ 24,383 and $ 34,279 in revenue, respectively, from amounts included in contract liabilities as of December 28, 2024 and December 30, 2023.

This revenue reflects advance payments applied to performance obligations completed during the respective periods.

● As of March 29, 2025, the Company had $ 3,764 in remaining performance obligations on contracts with an original expected duration of one year or more.

These obligations are expected to be fulfilled within the next 12 to 24 months .

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Certain customers are also invoiced by advanced billings or progress billings.

When progress on performance obligations is less than the amount the customer has been billed, a contract liability is recognized.

As of September 28, 2024 and December 30, 2023, total contract liabilities were $ 135,950 and $ 70,978 , respectively.

As of September 28, 2024, $ 100,150 was recorded as “Contract liabilities” and $ 35,800 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Additional details are as follows:

● During the thirteen and thirty-nine weeks ended September 28, 2024, the Company recognized $ 5,269 and $ 46,778 of revenue that was included in the total contract liability as of December 30, 2023, respectively.

The revenue recognized was due to applying advance payments received for performance obligations completed during the period.

● During the thirteen and thirty-nine weeks ended September 30, 2023, the Company recognized $ 49,644 and $ 149,801 of revenue that was included in the total contract liability as of December 31, 2022, respectively.

The revenue recognized was due to applying advance payments received for performance obligations completed during the period.

● As of September 28, 2024, the Company had $ 35,800 of remaining performance obligations on contracts with an expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months .

Segment and Product Line Revenue Recognition

Infrastructure Segment

Steel and concrete structures within the TD&S and Telecommunications product lines are engineered to customer specifications resulting in limited ability to sell the structures to a different customer if an order is canceled after production commences.

The continuous transfer of control to the customer is evidenced by contractual termination clauses or rights to payment for work performed to date plus a reasonable profit as the products do not have an alternative use to the Company.

Since control is transferred over time, revenue is recognized based on the extent of progress toward completion of the performance obligation.

The selection of the method to measure progress toward completion requires judgment.

For the structures manufactured within the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an inputs basis, using total production hours incurred for each order as a percentage of total hours estimated to complete the order.

The completion percentage is applied to the order’s total revenue and estimated costs to determine reported revenue, cost of sales, and gross profit.

Production of an order, once started, is typically completed within three months.

Depending on the product sold, revenue from the Solar product line is recognized upon shipment or delivery of goods to the customer depending on contract terms.

External sales agents are used in certain TD&S product line sales.

The Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured.

For the structures sold for the Lighting and Transportation product line and for the majority of Telecommunications products, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed.

Some large regional customers have unique product specifications for telecommunication structures.

When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production.

The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating.

Revenue is recognized once the service has been performed and the goods are ready to be picked up or delivered to the customer, which is the same time that the customer is billed.

Steel and concrete structures within the Utility and Telecommunications product lines are custom engineered to customer specifications.

This customization limits the ability to resell the structures if an order is canceled after production begins.

The continuous transfer of control to the customer is supported by contractual termination clauses or rights to payment for work performed to date, including a reasonable profit, as these products do not have alternative uses for the Company.

As control is transferred over time, revenue is recognized based on progress toward completion of the performance obligation.

The method used to measure progress requires judgment.

Revenue for structures in the Utility and Telecommunications product lines is typically recognized using an input-based method, measuring progress by the ratio of production hours incurred to total estimated hours required.

The resulting completion percentage is applied to the total revenue and estimated costs of the order to determine reported revenue, cost of sales, and gross profit.

Once production of an order begins, orders are generally completed within three months.

Revenue for the Solar product line is recognized upon shipment or delivery, based on contract terms.

In certain Utility product line sales, the Company engages external sales agents and recognizes estimated commissions owed to these agents proportionately as the goods are manufactured.

Revenue from structures sold in the Lighting and Transportation product line, as well as most Telecommunications products, is recognized upon shipment or delivery of goods to the customer, aligning with the billing date.

Some large regional customers may have unique specifications for telecommunication structures.

When a customer contract includes a cancellation clause that requires payment for completed work plus a reasonable margin, revenue is recognized over time based on hours worked as a percentage of the total estimated hours to complete production.

Revenue from Coatings services, including galvanizing and powder coating, is recognized upon service completion and when the goods are ready for pickup or delivery.

Agriculture Segment

Revenue from irrigation equipment, related parts, services, and tubular products for industrial customers is typically recognized upon shipment, aligning with the billing date.

Remote monitoring subscription services within the Technology Products and Services product line are primarily billed annually, with revenue recognized on a straight-line basis over the contract period.

The disaggregation of revenue by product line is provided in Note 7.

Supplier Finance Program

In fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program.

This program allows qualifying suppliers to sell their receivables from the Company to the financial institution.

These suppliers negotiate directly with the financial institution regarding their outstanding receivables, while the Company’s rights and obligations to suppliers remain unaffected.

The Company has no economic interest in a supplier’s decision to participate in the program.

Once a supplier opts into the program, they select which individual invoices from the Company to sell to the financial institution.

The Company is obligated to pay the negotiated invoice amount to the financial institution on the due date, regardless of whether the supplier has sold the individual invoice.

For any invoices not sold under the supplier finance program, the financial institution pays the supplier on the invoice’s due date.

The invoice amounts and scheduled payment terms remain unchanged, regardless of whether the supplier decides to sell under these arrangements.

Payments related to these obligations are included in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows.

As of March 29, 2025 and December 28, 2024,

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Agriculture Segment

Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed.

The remote monitoring subscription services recognized as part of the Technology Products and Services product line are primarily billed annually and revenue is recognized on a straight-line basis over the contract period.

The disaggregation of revenue by product line is disclosed in Note 8.

Supplier Finance Program

During fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program that allows qualifying suppliers to sell their receivables from the Company to the financial institution.

These participating suppliers negotiate their outstanding receivable arrangements directly with the financial institution and the Company’s rights and obligations to suppliers are not impacted.

The Company has no economic interest in a supplier’s decision to enter these agreements.

Once a qualifying supplier elects to participate in the supplier finance program and reaches an agreement with a financial institution, they elect which individual Company invoices they sell to the financial institution.

The Company’s obligation is to make payment in the invoice amount negotiated with participating suppliers to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution.

The financial institution pays the supplier on the invoice due date for any invoices not previously sold under the supplier finance program.

The invoice amounts and scheduled payment terms are not impacted by the suppliers’ decisions to sell amounts under these arrangements.

The payment of these obligations is included in “Net cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows.

Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of September 28, 2024 and December 30, 2023 were $ 40,823 and $ 41,916 of outstanding payment obligations, respectively, that were sold to the financial institution under the Company’s supplier finance program.

Confirmed obligations outstanding as of December 30, 2023

Invoices confirmed during the period

Confirmed invoices paid during the period

Confirmed obligations outstanding as of September 28, 2024

outstanding payment obligations of $ 41,327 and $ 45,602 , respectively, were included in “Accounts payable” in the Condensed Consolidated Balance Sheets under the Company’s supplier finance program.

Confirmed obligations outstanding—beginning of period

Invoices confirmed

Confirmed invoices paid

Confirmed obligations outstanding—end of period

Redeemable Noncontrolling Interests

Subsequent to the issuance of the Company’s Consolidated Financial Statements as of and for the period ended September 30, 2023, the Company identified an error in the presentation of “Noncontrolling interests in consolidated subsidiaries” of $ 60,865 as of December 31, 2022 , $ 58,301 as of April 1, 2023 , $ 58,068 as of July 1, 2023 , and $ 56,970 as of September 30, 2023 that has been corrected in the current period.

Such amounts were previously reported within “Total shareholders’ equity” and have been revised in the September 30, 2023 Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests to be presented as “Redeemable noncontrolling interests” outside of “Total shareholders’ equity”.

The Company has evaluated the materiality of this error based on an analysis of quantitative and qualitative factors and concluded it was not material to the prior period financial statements, individually or in aggregate.

Noncontrolling interests with redemption features that are not solely within the Company’s control are considered redeemable noncontrolling interests.

Noncontrolling interests with redemption features that are not solely within the Company’s control are classified as redeemable noncontrolling interests.

The Company has redeemable noncontrolling interests in certain entities.

The seller can require the Company to purchase their remaining ownership, known as a put right, for an amount and on a date specified in the applicable operating agreement.

Likewise, the Company can require the seller to sell the Company their remaining ownership based on the same amount and timing, known as a call option.

As a result of these redemption features, the Company records the noncontrolling interests as redeemable and classifies the balances in temporary equity in the Condensed Consolidated Balance Sheets initially at its acquisition-date fair value.

The Company adjusts the redeemable noncontrolling interests each reporting period for the net income (loss) attributable to the noncontrolling interests and any redemption value adjustments.

The redeemable noncontrolling interest is

A noncontrolling interest holder can require the Company to purchase their remaining ownership, referred to as a put right.

Likewise, the Company can require a noncontrolling interest holder to sell the Company their remaining ownership, known as a call option.

The redemption amount and effective date of these rights vary according to the applicable operating agreements, with some redeemable at fair value and some redeemable at amounts other than fair value.

The Company adjusts the redeemable noncontrolling interests each reporting period for the net income (loss) attributable to the noncontrolling interests and any applicable redemption value adjustments.

Redemption value adjustments are offset against retained earnings.

Earnings used in the computation of earnings per share for the reported period are impacted by redemption value adjustments for noncontrolling interests redeemable at amounts other than fair value.

As of March 29, 2025 and December 28, 2024, the redeemable noncontrolling interests were $ 56,899 and $ 51,519 , respectively.

The final amounts paid for these interests may vary significantly, as the redemption amounts are contingent on the future operational results of the respective businesses.

Treasury Stock

Repurchased shares are recorded as “Treasury stock” and result in a reduction of “Shareholders’ equity” in the Condensed Consolidated Balance Sheets.

When treasury shares are reissued, the Company applies the last-in, first-out method.

Any difference between the repurchase cost and the reissuance price is charged or credited to “Additional paid-in capital” (or “Retained earnings” in the absence of “Additional paid-in capital”).

The Company’s capital allocation philosophy includes a share repurchase program.

In May 2014, the Company authorized the repurchase of up to $ 500,000 of the Company’s outstanding common stock over a twelve-month period, at prevailing market prices, either through open market or privately negotiated transactions.

The Board subsequently expanded this authorization in February 2015 and October 2018, each time adding $ 250,000 with no expiration date.

In February 2023, the Board increased the program by an additional $ 400,000 .

In February 2025, the Board increased the amount authorized under the program by an additional $ 700,000 , with no stated expiration date, bringing the total authorization to $ 2,100,000 .

As of March 29, 2025, the Company had repurchased 8,235,697 shares for approximately $ 1,333,961 under this program.

In the first quarter of fiscal 2025, the Company adopted a trading plan under Rule 10b5-1 to facilitate repurchases under its authorized $ 700,000 stock repurchase program.

Due to the required 30-day waiting period under the trading plan, repurchases commenced in the second quarter of fiscal 2025.

Subsequent to the first quarter of fiscal 2025, as of April 25, 2025, the Company had repurchased approximately $ 75,600 of its common stock under the program.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

accreted to the future redemption value using the effective interest method up to the date on which the put right becomes effective.

Any accretion adjustment in the current reporting period of the redeemable noncontrolling interest is offset against retained earnings and impacts earnings used in the calculation of earnings per share in the reporting period.

As of September 28, 2024 and December 30, 2023, the redeemable noncontrolling interests were $ 46,111 and $ 62,792 , respectively.

The ultimate amount paid for the redeemable noncontrolling interests could be significantly different because the redemption amounts depend on the future results of the operations of the businesses.

Treasury Stock

Repurchased shares are recorded as “Treasury stock” and result in a reduction of “Shareholders’ equity” in the Condensed Consolidated Balance Sheets.

When treasury shares are re-issued, the Company uses the last-in, first-out method, and the difference between the repurchase cost and re-issuance price is charged or credited to “Additional paid-in capital”.

In May 2014, the Company announced a capital allocation philosophy that covered a share repurchase program.

Specifically, the Board of Directors at that time authorized the purchase of up to $ 500,000 of the Company’s outstanding common stock from time to time over the next twelve months at prevailing market prices, through open market or privately negotiated transactions.

In February 2015 and again in October 2018, the Board of Directors authorized an additional purchase of up to $ 250,000 of the Company’s outstanding common stock with no stated expiration date.

In February 2023, the Board of Directors increased the amount remaining under the program by an additional $ 400,000 , with no stated expiration date, bringing the total authorization to $ 1,400,000 .

As of September 28, 2024, the Company has acquired 8,191,696 shares for $ 1,318,961 under this share repurchase program.

In November 2023, the Company entered into an accelerated purchase agreement to repurchase $ 120,000 of the Company’s outstanding common stock (“November 2023 ASR”) with CitiBank, N.A.

as counterparty.

The November 2023 ASR was entered into under the Company’s previously announced share repurchase program described above.

The Company pre-paid $ 120,000 in the fourth quarter of fiscal 2023 and received an initial delivery of 438,917 shares of common stock.

The agreement was settled with the delivery of an additional 96,224 shares of common stock in the first quarter of fiscal 2024.

The total number of shares ultimately delivered under the November 2023 ASR, and therefore the average purchase price paid per share of $ 224.24 , was determined based on the volume-weighted average market price of the Company’s common stock during the term of the agreement, less a discount.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which improves the disclosures about reportable segments including more detailed information about a reportable segment’s expenses.

This guidance will be effective for the fiscal year ending December 28, 2024 and the interim periods thereafter, with early adoption permitted.

The guidance will have no effect on the Company’s results of operations as the changes are primarily disclosure related.

The Company has elected not to early adopt.

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

This guidance will be effective on a prospective basis for the fiscal year ending December 27, 2025, with early adoption permitted.

The guidance will have no effect on the Company’s results of operations as the changes are primarily disclosure related.

The Company has elected not to early adopt.

Improvements to Income Tax Disclosures.

This update is intended to improve transparency and usefulness in income tax disclosures, particularly in areas such as rate reconciliation and reporting of income taxes paid.

The guidance will be effective prospectively for the fiscal year ending December 27, 2025, with early adoption permitted.

The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This update aims to enhance expense disclosures by providing more detailed information on the types of expenses within commonly presented categories.

The guidance is effective on both a prospective and retrospective basis for the fiscal year ending December 25, 2027, with early adoption permitted.

The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

(2) ACQUISITIONS

Acquisition of Business

On August 31, 2023, the Company acquired HR Products for $ 58,044 Australian dollars ($ 37,302 United States (“U.S.”) dollars) in cash (net of cash acquired) and subject to working capital adjustments.

Of this amount, $ 7,200 Australian

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

dollars ($ 4,626 U.S.

dollars) was withheld by the Company at closing as a retention fund, to be settled in two equal payments 12 and 24 months from the acquisition date for contingencies and disagreements.

The first payment was made in the third quarter of fiscal 2024.

HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries.

Its operations are reported in the Agriculture segment.

The acquisition strengthens the Company’s value proposition to customers in the key agriculture market of Australia by expanding its geographic footprint and accelerating its aftermarket parts presence.

The acquired customer relationships will be amortized over 13 years .

The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition.

The amount allocated to goodwill is not deductible for tax purposes.

The Company finalized the purchase price allocation in the third quarter of fiscal 2024.

The following table summarizes the fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition:

Current assets

Property, plant, and equipment

Customer relationships

Other non-current assets

Total fair value of assets acquired

Current liabilities

Deferred income taxes

Operating lease liabilities

Total fair value of liabilities assumed

Net assets acquired

Proforma disclosures were omitted as this acquisition does not have a significant impact on the Company’s financial results.

Acquisition-related costs incurred for the above acquisition were insignificant for all periods presented.

Acquisitions of Redeemable Noncontrolling Interests

In the first quarter of fiscal 2024, the Company acquired approximately 9 % of ConcealFab, Inc.

for $ 7,227 and the remaining portion of Valmont Substations, LLC for $ 10,518 .

These transactions were for the acquisitions of portions of the remaining shares of consolidated subsidiaries with no changes in control.

In the first quarter of fiscal 2024, the Company acquired an additional approximately 9 % ownership interest of ConcealFab, Inc.

for $ 7,227 and the remaining ownership interest of Valmont Substations, LLC for $ 10,518 .

These transactions involved acquiring additional shares of consolidated subsidiaries without resulting in changes in control.

(3) DIVESTITURES

On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana reported in the Agriculture segment, for net proceeds of $ 6,369 .

In the second quarter of fiscal 2023, a pre-tax gain of $ 2,994 was reported in “ Other income (expenses) ” in the Condensed Consolidated Statements of Operations.

(4) REALIGNMENT ACTIVITIES

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 as of December 30, 2023.

The Board of Directors authorized the incurrence of cash charges up to $ 36,000 in connection with the Realignment Program.

On November 25, 2024, the Company completed the sale of George Industries, a coatings and anodizing company in California, which was reported in the Infrastructure segment.

The Company received net proceeds of $ 500 from this sale.

In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,779 was recognized in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

On October 31, 2024, the Company completed the sale of its extractive business, which included the manufacturing and distribution of screening products to the mining and quarrying sectors in Australia and New Zealand, which was reported in the Infrastructure segment.

The Company received net proceeds of $ 5,042 Australian dollars ($ 3,330 U.S.

dollars) at closing, with an additional $ 1,800 Australian dollars ($ 1,172 U.S.

dollars) to be received through two payments.

The first payment was received in the first quarter of fiscal 2025, and the second payment is expected to be received in the second quarter of fiscal 2026.

In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,567 Australian dollars ($ 1,695 U.S.

dollars) was recognized in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

During the third quarter of fiscal 2023, the Company recorded the following pre-tax expenses for the Realignment Program:

Infrastructure

Severance and other employee benefit costs

During the fiscal year ended December 30, 2023, the Company recorded the following cumulative pre-tax expenses for the Realignment Program:

Infrastructure

Severance and other employee benefit costs

Changes in liabilities recorded for the Realignment Program were as follows:

Balance as of

Costs Paid or

Balance as of

September 28,

Severance and other employee benefit costs

(4) GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill by segment as of September 28, 2024 and December 30, 2023 was as follows:

As of March 29, 2025 and December 28, 2024, the carrying amounts of goodwill by segment were as follows:

Infrastructure

2 unchanged sentences

Balance as of December 28, 2024

Acquisition measurement period adjustment

Foreign currency translation

Balance as of September 28, 2024

Balance as of March 29, 2025

Infrastructure

Gross balance as of September 28, 2024

Gross balance as of March 29, 2025

Accumulated impairment losses

Balance as of September 28, 2024

In the third quarter of fiscal 2024, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units using a measurement date of September 1, 2024.

The fair values of the reporting units were estimated using a discounted cash flow analysis which requires the Company to estimate the future cash flows as well as select a risk-adjusted discount rate to measure the present value of the anticipated cash flows.

The estimated fair value of all reporting units exceeded their respective carrying value and no impairments were recorded for fiscal 2024.

In the third quarter of fiscal 2023, the Company recognized impairment charges of $ 120,000 and $ 1,915 in the Agriculture and Infrastructure segments, respectively, as a result of the Company’s annual goodwill impairment assessment as of September 2, 2023.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Balance as of March 29, 2025

In the third quarter of fiscal 2024, the Company performed its annual goodwill impairment assessment.

The estimated fair value of all reporting units exceeded their respective carrying amounts, and no impairments were recorded.

The Company’s Solar reporting unit, which has approximately $ 39,400 of goodwill, did not have a significant excess of fair value over its carrying amount.

As renewable energy policies and global trade and economic conditions evolve, the Company continues to assess the reporting unit’s growth prospects, projected performance, and its ability to generate and grow cash flows in excess of its carrying amount.

If conditions change, the Company may be required to perform an interim goodwill impairment test for this reporting unit before the next annual assessment.

Other Intangible Assets

The components of other intangible assets as of September 28, 2024 and December 30, 2023 were as follows:

September 28, 2024

As of March 29, 2025 and December 28, 2024, the components of other intangible assets were as follows:

March 29, 2025

December 28, 2024

3 unchanged sentences

Non-amortizing intangible assets:

Amortizing intangible assets carry a remaining weighted-average life of approximately three years .

Amortization expenses were $ 3,112 and $ 10,183 for the thirteen and thirty-nine weeks ended September 28, 2024, respectively, and $ 5,191 and $ 15,606 for the thirteen and thirty-nine weeks ended September 30, 2023, respectively.

Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of September 28, 2024, amortization expense is estimated to average $ 10,273 for each of the next five fiscal years.

The Company’s indefinite-lived trade names were tested for impairment as of September 1, 2024.

The values of each trade name were determined using the relief-from-royalty method.

Based on this evaluation, no trade names were determined to be impaired.

In the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 1,656 within the Infrastructure segment as a result of the Company’s annual indefinite-lived trade name impairment assessment as of September 2, 2023.

Additionally, in the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 17,273 in the Agriculture segment for a certain amortizing proprietary technology intangible asset related to Prospera.

The weighted-average life of amortizing intangible assets is approximately four years .

Amortization expenses for the thirteen weeks ended March 29, 2025 and March 30, 2024 were $ 2,858 and $ 3,715 , respectively.

Amortization expense is expected to average $ 9,267 annually over the next five fiscal years , based on amortizing intangible assets reported as of March 29, 2025.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

(6) EARNINGS (LOSS) PER SHARE

The following table provides a reconciliation between the net earnings (loss) attributable to Valmont Industries, Inc.

and weighted average share amounts used to compute both basic and diluted earnings (loss) per share:

(5) EARNINGS PER SHARE

The table below provides a reconciliation between the net earnings attributable to Valmont Industries, Inc.

and the weighted average share amounts used to compute both basic and diluted earnings per share:

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Net earnings (loss) attributable to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

Weighted average shares outstanding (in thousands):

Dilutive effect of various stock awards

Net earnings (loss) attributable to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

Dilutive effect of various stock awards

In the third quarter of fiscal 2023, the Company reported a net loss.

In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as its inclusion would have an anti-dilutive effect.

As of September 28, 2024 and September 30, 2023, there were 22,600 and 42,774 outstanding stock options with exercise prices exceeding the average market price of common stock during the applicable period excluded from the computation of diluted earnings (loss) per share, respectively.

As of March 29, 2025 and March 30, 2024, there were 41,326 and 73,003 outstanding stock options, respectively, with exercise prices that exceeded the average market price of common stock during the respective periods.

As such, these options were anti-dilutive and were excluded from the computation of diluted earnings per share.

(6) DERIVATIVE FINANCIAL INSTRUMENTS

The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries.

Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments.

Some derivative financial instruments are marked to market and recorded in the Company’s Condensed Consolidated Statements of Operations.

Others may be accounted for as fair value, cash flow, or net investment hedges.

Derivative financial instruments have credit and market risk.

The Company manages these risks by monitoring limits as to the types and degree of risk that can be taken and by entering into transactions with counterparties who are recognized, stable multinational banks.

Any gains or losses from net investment hedge activities remain in AOCI until the sale or substantially complete liquidation of the related subsidiaries.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The fair value of derivative instruments as of September 28, 2024 and December 30, 2023 was as follows:

The Company manages risks related to interest rates, commodity prices, and foreign currency, particularly those arising from foreign currency denominated transactions and investments in foreign subsidiaries.

To address these risks, the Company may use derivative financial instruments.

Depending on their classification, some derivatives are marked to market and recorded in the Company’s Condensed Consolidated Statements of Earnings, while others are accounted for as fair value, cash flow, or net investment hedges.

Derivative financial instruments inherently carry credit and market risks, which the Company mitigates by monitoring exposure limits and transacting with recognized, stable multinational banks as counterparties.

Gains or losses from net investment hedge activities remain in AOCI until the related subsidiaries are sold or substantially liquidated.

The fair value of derivative instruments as of March 29, 2025 and December 28, 2024 was as follows:

Condensed Consolidated

September 28,

Derivatives designated as hedging instruments:

8 unchanged sentences

Other accrued expenses

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

Condensed Consolidated

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 29, 2025 and March 30, 2024 were as follows:

Thirteen weeks ended

Thirty-nine weeks ended

Derivatives designated

Statements of Operations

September 28,

September 30,

September 28,

September 30,

as hedging instruments:

Condensed Consolidated

Derivatives designated as hedging instruments:

Statements of Earnings location

Commodity contracts

Product cost of sales

Foreign currency forward contracts

Other income (expenses)

Interest rate hedge amortization

2 unchanged sentences

Interest expense

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Cash Flow Hedges

The Company enters into commodity forward, swap, and option contracts that qualify as cash flow hedges of the variability in cash flows attributable to future purchases.

The gain (loss) realized upon settlement for each will be recorded in “Product cost of sales” in the Condensed Consolidated Statements of Operations in the period consumed.

Notional amounts, purchase quantities, and maturity dates of these contracts as of September 28, 2024 were as follows:

The Company enters into commodity forward, swap, and option contracts to hedge variability in cash flows related to future purchases.

Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Condensed Consolidated Statements of Earnings in the period in which the hedged items are consumed.

As of March 29, 2025, the details of these contracts were as follows:

Commodity Type

3 unchanged sentences

23,000 short tons

September 2024 to April 2025

March 2025 to December 2025

227,000 MMBtu

October 2024 to March 2026

April 2025 to March 2026

Ultra-low-sulfur diesel fuel

5,166,000 gallons

September 2024 to March 2026

March 2025 to December 2026

Net Investment Hedges

To mitigate foreign currency risk on the Company’s euro investments and to reduce interest expense, the Company enters into fixed-for-fixed cross currency swaps (“CCS”), swapping U.S.

dollar principal and interest payments on a portion of its 5.00 % senior unsecured notes due in 2044 for foreign-currency‑denominated payments.

Interest is exchanged twice per year on April 1 and October 1.

The Company designated the full initial notional amounts as hedges of the net investment in certain European subsidiaries under the spot method.

All changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation within AOCI.

Net interest receipts are recorded as a reduction of interest expense over the life of the CCS.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Key terms of the CCS net investment hedges as of September 28, 2024 were as follows:

Set Settlement

To manage foreign currency risk associated with its euro investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”).

These swaps convert U.S.

dollar-denominated principal and interest payments on a portion of its 5.00 % senior unsecured notes due in 2044 into euro‑denominated payments.

Interest payments are exchanged biannually on April 1 and October 1.

The Company designated the full notional amounts of its CCS as net investment hedges for certain European subsidiaries under the spot method.

Changes in fair value of the CCS attributable to spot exchange rates are recorded as cumulative foreign currency translation within AOCI, while net interest receipts reduce interest expense over the life of the CCS.

Key terms as of March 29, 2025 were as follows:

Termination Date

1 unchanged sentence

April 1, 2029

In the first quarter of fiscal 2024, a euro net investment hedge entered into during fiscal 2019 was early settled.

The Company received proceeds of $ 2,711 , which will remain in AOCI until either the sale or substantially complete liquidation of the related subsidiaries.

In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered in fiscal 2019, receiving proceeds of $ 2,711 .

These proceeds will remain in AOCI until the related subsidiaries are sold or substantially liquidated.

(7) BUSINESS SEGMENTS AND RELATED REVENUE INFORMATION

Based on its management structure, the Company has two reportable segments.

Each segment operates globally with a manager responsible for operational performance and capital allocation.

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

Reportable segments are as follows:

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

The CODM uses operating income as the profit measure to evaluate segment performance and allocate resources across segments.

Segment selling, general, and administrative expenses include certain corporate expense allocations, typically based on employee headcounts and sales volumes.

For segment reporting purposes, the Company excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes from operating income.

The reportable segments are as follows:

Infrastructure :

2 unchanged sentences

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.

The Company evaluates the performance of its reportable segments based on operating income (loss) and return on invested capital.

For segment purposes, the Company’s operating income (loss) excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes.

Summary by Business Segment

Thirteen weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Infrastructure

INTERSEGMENT SALES:

Infrastructure

Total intersegment sales

Infrastructure

Total net sales

OPERATING INCOME (LOSS):

Infrastructure

Total segment operating income

Unallocated corporate expenses

Total operating income (loss)

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended September 28, 2024

In the fourth quarter of fiscal 2024, the Company realigned management’s reporting structure for certain composite structure sales and, accordingly, revised its presentation of sales across product lines to reflect how the product is currently managed.

The reporting for the thirteen weeks ended March 30, 2024 was adjusted to conform to the realigned presentation.

As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $ 10,887 for the thirteen weeks ended March 30, 2024.

Summary by Business Segment

Thirteen weeks ended March 29, 2025

Infrastructure

Geographical market:

North America

International

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

Thirteen weeks ended September 30, 2023

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Segment operating income

Unallocated corporate expenses

Total operating income

Thirteen weeks ended March 30, 2024

Infrastructure

Geographical market:

North America

International

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

Thirty-nine weeks ended September 28, 2024

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Segment operating income

Unallocated corporate expenses

Total operating income

(a) Selling, general, and administrative expenses for each reportable segment includes compensation, certain allocated overhead expenses including information technology and enterprise resource planning, commissions, incentives, depreciation and amortization expense, and research and development.

Thirteen weeks ended March 29, 2025

Infrastructure

3 unchanged sentences

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

6 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirty-nine weeks ended September 30, 2023

Thirteen weeks ended March 30, 2024

Infrastructure

3 unchanged sentences

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

2 unchanged sentences

Technology Products and Services

A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 was as follows:

Thirteen weeks ended September 28, 2024

Thirty-nine weeks ended September 28, 2024

Point in Time

Infrastructure

Total segment assets

Unallocated corporate assets

Thirteen weeks ended

CAPITAL EXPENDITURES:

Infrastructure

Total segment capital expenditures

Unallocated corporate capital expenditures

Total capital expenditures

Thirteen weeks ended

DEPRECIATION AND AMORTIZATION:

Infrastructure

Total segment depreciation and amortization expense

Unallocated corporate depreciation and amortization expense

Total depreciation and amortization expense

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen weeks ended March 29, 2025 and March 30, 2024 is as follows:

Thirteen weeks ended March 29, 2025

Point in Time

1 unchanged sentence

Total net sales

Thirteen weeks ended September 30, 2023

Thirty-nine weeks ended September 30, 2023

Point in Time

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended March 30, 2024

Point in Time

2 unchanged sentences

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-Q

Item 1. Financial Statements