VALMONT INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Product sales ​ $ 874,489 ​ $ 874,678 Service sales ​ 94,825 ​ 103,150 Net sales ​ 969,314 ​ 977,828 Product cost of sales ​ 621,043 ​ 605,215 Service cost of sales ​ 57,169 ​ 66,397 Total cost of sales ​ 678,212 ​ 671,612 Gross profit ​ 291,102 ​ 306,216 Selling, general, and administrative expenses ​ 162,788 ​ 174,663 Operating income ​ 128,314 ​ 131,553 Other income (expenses): ​ ​ ​ ​ Interest expense ​ ( 10,115 ) ​ ( 16,221 ) Interest income ​ 3,394 ​ 1,779 Gain (loss) on deferred compensation investments ​ ( 841 ) ​ 1,431 Other ​ ( 2,730 ) ​ ( 105 ) Total other income (expenses) ​ ( 10,292 ) ​ ( 13,116 ) Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ 118,022 ​ 118,437 Income tax expense: ​ ​ Current ​ 20,360 ​ 19,644 Deferred ​ 10,439 ​ 10,344 Total income tax expense ​ 30,799 ​ 29,988 Earnings before equity in loss of nonconsolidated subsidiaries ​ 87,223 ​ 88,449 Equity in loss of nonconsolidated subsidiaries ​ ( 560 ) ​ ​ ( 20 ) Net earnings ​ 86,663 ​ 88,429 Loss (earnings) attributable to redeemable noncontrolling interests ​ 598 ​ ( 607 ) Net earnings attributable to Valmont Industries, Inc. ​ $ 87,261 ​ $ 87,822 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ Basic ​ $ 4.35 ​ $ 4.35 Diluted ​ ​ 4.32 ​ ​ 4.32 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 3 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Net earnings ​ $ 86,663 ​ $ 88,429 Other comprehensive income (loss), net of tax: ​ ​ Foreign currency translation adjustments: ​ ​ Unrealized translation gain (loss) ​ 22,242 ​ ( 21,418 ) Hedging activities: ​ ​ Unrealized gain (loss) on commodity hedges ​ 97 ​ ( 561 ) Realized loss (gain) on commodity hedges included in net earnings ​ 927 ​ ( 717 ) Unrealized gain (loss) on cross currency swaps ​ ​ ( 1,340 ) ​ ​ 195 Amortization cost included in interest expense ​ ( 12 ) ​ ( 12 ) Total hedging activities ​ ​ ( 328 ) ​ ​ ( 1,095 ) Net loss on defined benefit pension plan ​ 338 ​ 381 Total other comprehensive income (loss), net of tax ​ 22,252 ​ ( 22,132 ) Comprehensive income ​ 108,915 ​ 66,297 Comprehensive loss (income) attributable to redeemable noncontrolling interests ​ 1,022 ​ ( 450 ) Comprehensive income attributable to Valmont Industries, Inc. ​ $ 109,937 ​ $ 65,847 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 4 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ March 29, ​ December 28, ​ ​ 2025 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 184,399 ​ $ 164,315 Receivables, net ​ 667,265 ​ 654,360 Inventories ​ 579,270 ​ 590,263 Contract assets ​ 197,512 ​ 187,257 Prepaid expenses and other current assets ​ 94,371 ​ 87,197 Total current assets ​ 1,722,817 ​ 1,683,392 Property, plant, and equipment, at cost ​ 1,534,938 ​ 1,502,017 Less accumulated depreciation ​ ( 930,820 ) ​ ( 913,045 ) Property, plant, and equipment, net ​ 604,118 ​ 588,972 Goodwill ​ 628,008 ​ 623,847 Other intangible assets, net ​ 132,799 ​ 134,082 Defined benefit pension asset ​ ​ 49,555 ​ 46,520 Other non-current assets ​ 238,126 ​ 253,159 Total assets ​ $ 3,375,423 ​ $ 3,329,972 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Current installments of long-term debt ​ $ 669 ​ $ 692 Notes payable to banks ​ 51 ​ 1,669 Accounts payable ​ 348,934 ​ 372,197 Accrued employee compensation and benefits ​ 82,477 ​ 143,028 Contract liabilities ​ 140,905 ​ 126,932 Other accrued expenses ​ 140,755 ​ 132,379 Income taxes payable ​ ​ 33,409 ​ ​ 22,509 Dividends payable ​ 13,648 ​ 12,019 Total current liabilities ​ 760,848 ​ 811,425 Deferred income taxes ​ 6,906 ​ 6,344 Long-term debt, excluding current installments ​ 729,983 ​ 729,941 Operating lease liabilities ​ 132,083 ​ 134,534 Deferred compensation ​ 32,303 ​ 33,302 Other non-current liabilities ​ 21,399 ​ 20,813 Total liabilities ​ ​ 1,683,522 ​ ​ 1,736,359 Redeemable noncontrolling interests ​ 56,899 ​ 51,519 Shareholders’ equity: ​ ​ Common stock of $ 1 par value, authorized 75,000,000 shares; issued 27,900,000 shares ​ 27,900 ​ 27,900 Retained earnings ​ 2,999,046 ​ 2,940,838 Accumulated other comprehensive loss ​ ( 310,099 ) ​ ( 332,775 ) Treasury stock ​ ( 1,081,845 ) ​ ( 1,093,869 ) Total shareholders’ equity ​ ​ 1,635,002 ​ ​ 1,542,094 Total liabilities, redeemable noncontrolling interests, and shareholders’ equity ​ $ 3,375,423 ​ $ 3,329,972 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 5 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Cash flows from operating activities: ​ ​ ​ Net earnings ​ $ 86,663 ​ $ 88,429 Adjustments to reconcile net earnings to net cash flows from operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 21,518 ​ 23,536 Contribution to defined benefit pension plan ​ ( 1,492 ) ​ ( 16,714 ) Stock-based compensation ​ 7,211 ​ 7,183 Net periodic pension cost ​ ​ 258 ​ ​ 158 Loss on sale of property, plant, and equipment ​ 18 ​ 31 Equity in loss of nonconsolidated subsidiaries ​ 560 ​ 20 Deferred income taxes ​ 10,439 ​ 10,344 Changes in assets and liabilities: ​ ​ ​ ​ Receivables ​ ( 4,467 ) ​ ( 8,699 ) Inventories ​ 16,162 ​ ( 16,972 ) Contract assets ​ ( 10,242 ) ​ ( 15,836 ) Prepaid expenses and other assets (current and non-current) ​ ( 3,683 ) ​ ( 3,595 ) Accounts payable ​ ( 26,307 ) ​ ( 27,561 ) Contract liabilities (current and non-current) ​ 12,869 ​ 13,773 Accrued expenses ​ ( 54,183 ) ​ ( 38,465 ) Income taxes payable ​ 9,383 ​ 8,431 Other non-current liabilities ​ 423 ​ ( 731 ) Net cash flows from operating activities ​ 65,130 ​ 23,332 Cash flows from investing activities: ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ( 30,319 ) ​ ( 15,010 ) Proceeds from sales of assets ​ 343 ​ 140 Other, net ​ ​ ( 215 ) ​ ​ ( 3,769 ) Net cash flows from investing activities ​ ( 30,191 ) ​ ( 18,639 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from short-term borrowings ​ 2,840 ​ 4,015 Repayments on short-term borrowings ​ ( 4,441 ) ​ ( 5,151 ) Proceeds from long-term borrowings ​ 60,000 ​ 10 Principal repayments on long-term borrowings ​ ( 60,174 ) ​ ( 175 ) Proceeds from settlement of financial derivatives ​ — ​ 2,711 Dividends paid ​ ( 12,019 ) ​ ( 12,126 ) Dividends to redeemable noncontrolling interests ​ ( 233 ) ​ ( 664 ) Purchases of redeemable noncontrolling interests ​ — ​ ( 17,745 ) Proceeds from exercises under stock plans ​ 3,107 ​ 1,959 Tax withholdings on exercises under stock plans ​ ( 6,600 ) ​ ( 7,668 ) Other, net ​ ​ 527 ​ ​ — Net cash flows from financing activities ​ ( 16,993 ) ​ ( 34,834 ) Effect of exchange rate changes on cash and cash equivalents ​ 2,138 ​ ( 3,705 ) Net change in cash and cash equivalents ​ 20,084 ​ ( 33,846 ) Cash and cash equivalents—beginning of period ​ 164,315 ​ 203,041 Cash and cash equivalents—end of period ​ $ 184,399 ​ $ 169,195 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 225 ​ $ 6,239 Income taxes paid ​ ​ 10,672 ​ 9,575 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 6 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ ​ ​ ​ Total ​ Redeemable ​ ​ Common ​ paid-in ​ Retained ​ comprehensive ​ Treasury ​ shareholders’ ​ noncontrolling ​ ​ stock ​ capital ​ earnings ​ loss ​ stock ​ equity ​ interests Balance as of December 28, 2024 ​ $ 27,900 ​ $ — ​ $ 2,940,838 ​ $ ( 332,775 ) ​ $ ( 1,093,869 ) ​ $ 1,542,094 ​ $ 51,519 Net earnings (loss) ​ — ​ — ​ 87,261 ​ — ​ — ​ 87,261 ​ ( 598 ) Other comprehensive income (loss), net of tax ​ — ​ — ​ — ​ 22,676 ​ — ​ 22,676 ​ ( 424 ) Cash dividends declared ($ 0.68 per share) ​ — ​ — ​ ( 13,647 ) ​ — ​ — ​ ( 13,647 ) ​ — Dividends to redeemable noncontrolling interests ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 698 ) Fair value adjustment on redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 7,100 ) ​ ​ — ​ ​ — ​ ​ ( 7,100 ) ​ ​ 7,100 Stock option and incentive plans ​ — ​ ​ — ​ ​ ( 8,306 ) ​ ​ — ​ ​ 12,024 ​ ​ 3,718 ​ ​ — Balance as of March 29, 2025 ​ $ 27,900 ​ $ — ​ $ 2,999,046 ​ $ ( 310,099 ) ​ $ ( 1,081,845 ) ​ $ 1,635,002 ​ $ 56,899 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ ​ ​ ​ Total ​ Redeemable ​ ​ Common ​ paid-in ​ Retained ​ comprehensive ​ Treasury ​ shareholders’ ​ noncontrolling ​ stock capital earnings loss stock equity ​ interests Balance as of December 30, 2023 ​ $ 27,900 ​ $ — ​ $ 2,643,606 ​ $ ( 273,236 ) ​ $ ( 1,043,990 ) ​ $ 1,354,280 ​ $ 62,792 Net earnings ​ — ​ — ​ 87,822 ​ — ​ — ​ 87,822 ​ 607 Other comprehensive loss, net of tax ​ — ​ — ​ — ​ ( 21,975 ) ​ — ​ ( 21,975 ) ​ ( 157 ) Cash dividends declared ($ 0.60 per share) ​ — ​ — ​ ( 12,113 ) ​ — ​ — ​ ( 12,113 ) ​ — Purchases of redeemable noncontrolling interests ​ ​ — ​ ( 147 ) ​ — ​ — ​ — ​ ( 147 ) ​ ( 17,598 ) Dividends to redeemable noncontrolling interests ​ ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 664 ) Repurchases of common stock; 96,224 shares acquired ​ — ​ ​ 21,074 ​ ​ — ​ ​ — ​ ​ ( 21,124 ) ​ ​ ( 50 ) ​ ​ — Stock option and incentive plans ​ ​ — ​ ​ ( 15,259 ) ​ ​ — ​ ​ — ​ ​ 16,733 ​ ​ 1,474 ​ ​ — Balance as of March 30, 2024 ​ $ 27,900 ​ $ 5,668 ​ $ 2,719,315 ​ $ ( 295,211 ) ​ $ ( 1,048,381 ) ​ $ 1,409,291 ​ $ 44,980 See accompanying Notes to Condensed Consolidated Financial Statements. ​ ​ 7 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc. 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. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 29, ​ December 28, ​ ​ 2025 2024 Raw materials and purchased parts ​ $ 229,110 ​ $ 231,811 Work in process ​ 34,595 ​ 35,466 Finished and manufactured goods ​ 315,565 ​ 322,986 Total inventories ​ $ 579,270 ​ $ 590,263 ​ Geographical Markets 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 ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 United States ​ $ 94,983 ​ $ 86,212 Foreign ​ 23,039 ​ 32,225 Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ $ 118,022 ​ $ 118,437 ​ Pension Cost 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. 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. 8 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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 ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Interest cost ​ $ 5,445 ​ $ 5,242 Expected return on plan assets ​ ( 5,638 ) ​ ( 5,592 ) Amortization of prior service costs ​ 129 ​ 127 Amortization of net actuarial loss ​ 322 ​ 381 Net periodic pension cost ​ $ 258 ​ $ 158 ​ Stock Plans 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 ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Stock-based compensation ​ $ 7,211 ​ $ 7,183 Income tax benefits ​ 1,803 ​ 1,796 ​ Fair Value 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: ● Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. 9 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ● Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3: Unobservable inputs for the asset or liability. 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: The Company’s deferred compensation investments include mutual funds invested in debt and equity securities in the Valmont Deferred Compensation Plan. Quoted market prices are available for these securities in an active market. The investments are included in “Other non-current assets” in the Condensed Consolidated Balance Sheets. Derivative Financial Instruments: The fair values of foreign currency, commodity, and cross-currency swap derivative contracts are based on valuation models that use market-observable inputs, including forward and spot prices for commodities and currencies. Mutual Funds: The Company has short-term investments in various mutual funds. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ March 29, 2025 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 26,091 ​ $ 26,091 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 1,284 ​ ​ — ​ ​ 1,284 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 9,504 ​ ​ 9,504 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 28, 2024 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 27,379 ​ $ 27,379 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 1,320 ​ ​ — ​ ​ 1,320 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 11,063 ​ ​ 11,063 ​ ​ — ​ ​ — ​ 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 The Company’s other non-financial assets include goodwill and other intangible assets, measured at fair value on a non-recurring basis using Level 3 inputs. See Note 4 for further information. Leases 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 10 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 29, ​ December 28, ​ ​ 2025 2024 Foreign currency translation adjustments ​ $ ( 283,493 ) ​ $ ( 306,159 ) Hedging activities ​ ​ 21,022 ​ ​ 21,350 Defined benefit pension plan ​ ​ ( 47,628 ) ​ ​ ( 47,966 ) Accumulated other comprehensive loss ​ $ ( 310,099 ) ​ $ ( 332,775 ) ​ Revenue Recognition 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 . 11 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ Segment and Product Line Revenue Recognition Infrastructure Segment 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, 12 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 29, ​ December 28, ​ ​ 2025 2024 Confirmed obligations outstanding—beginning of period ​ $ 45,602 ​ $ 41,916 Invoices confirmed ​ 56,453 ​ 216,731 Confirmed invoices paid ​ ( 60,728 ) ​ ( 213,045 ) Confirmed obligations outstanding—end of period ​ $ 41,327 ​ $ 45,602 ​ 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. 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. 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 their acquisition-date fair values. 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. 13 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ Recently Issued Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): 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 Acquisitions of Redeemable Noncontrolling Interests 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 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. 14 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (4) GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill As of March 29, 2025 and December 28, 2024, the carrying amounts of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Agriculture Total Gross balance as of December 28, 2024 ​ $ 470,988 ​ $ 322,241 ​ $ 793,229 Accumulated impairment losses ​ ( 49,382 ) ​ ( 120,000 ) ​ ( 169,382 ) Balance as of December 28, 2024 ​ 421,606 ​ 202,241 ​ ​ 623,847 Foreign currency translation ​ 3,800 ​ 361 ​ 4,161 Balance as of March 29, 2025 ​ $ 425,406 ​ $ 202,602 ​ $ 628,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Agriculture Total Gross balance as of March 29, 2025 ​ $ 474,788 ​ $ 322,602 ​ $ 797,390 Accumulated impairment losses ​ ​ ( 49,382 ) ​ ​ ( 120,000 ) ​ ​ ( 169,382 ) Balance as of March 29, 2025 ​ $ 425,406 ​ $ 202,602 ​ $ 628,008 ​ 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 As of March 29, 2025 and December 28, 2024, the components of other intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 29, 2025 December 28, 2024 ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated Carrying ​ Accumulated ​ Amount Amortization Amount Amortization Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 231,533 ​ $ 170,060 ​ $ 230,063 ​ $ 166,516 Patents and proprietary technology ​ 26,955 ​ 14,508 ​ 26,225 ​ 13,829 Trade names ​ 2,870 ​ ​ 2,762 ​ 2,870 ​ 2,654 Other ​ 4,519 ​ 4,358 ​ 4,430 ​ 4,245 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 58,610 ​ ​ — ​ ​ 57,738 ​ ​ — ​ ​ $ 324,487 ​ $ 191,688 ​ $ 321,326 ​ $ 187,244 ​ 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. ​ 15 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (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 ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 Net earnings attributable to Valmont Industries, Inc. ​ $ 87,261 ​ $ 87,822 Weighted average shares outstanding (in thousands): ​ ​ ​ ​ ​ Basic ​ ​ 20,047 ​ ​ 20,188 Dilutive effect of various stock awards ​ ​ 149 ​ ​ 133 Diluted ​ ​ 20,196 ​ ​ 20,321 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 4.35 ​ $ 4.35 Dilutive effect of various stock awards ​ ​ ( 0.03 ) ​ ​ ( 0.03 ) Diluted ​ $ 4.32 ​ $ 4.32 ​ 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 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 ​ March 29, ​ December 28, Derivatives designated as hedging instruments: Balance Sheets location ​ 2025 ​ 2024 Commodity contracts ​ Prepaid expenses and other current assets ​ $ 1,715 ​ $ 617 Commodity contracts ​ Other accrued expenses ​ ​ — ​ ​ ( 371 ) Cross-currency swap contracts Prepaid expenses and other current assets ​ ​ — ​ 1,074 Cross-currency swap contracts Other accrued expenses ​ ​ ( 431 ) ​ — ​ ​ ​ ​ $ 1,284 ​ $ 1,320 ​ 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 ​ ​ Condensed Consolidated ​ March 29, ​ March 30, Derivatives designated as hedging instruments: ​ Statements of Earnings location ​ 2025 2024 Commodity contracts ​ Product cost of sales ​ $ ( 1,236 ) ​ $ 956 Interest rate hedge amortization ​ Interest expense ​ ​ ( 16 ) ​ ( 16 ) Cross-currency swap contracts ​ Interest expense ​ ​ 281 ​ 380 ​ ​ ​ ​ $ ( 971 ) ​ $ 1,320 ​ 16 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ Cash Flow Hedges 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Total ​ ​ Commodity Type ​ Amount ​ Purchase Quantity ​ Maturity Dates Hot-rolled coil steel ​ $ 18,741 ​ 23,000 short tons March 2025 to December 2025 Natural gas ​ ​ 864 ​ 227,000 MMBtu ​ April 2025 to March 2026 Ultra-low-sulfur diesel fuel ​ ​ 11,827 ​ 5,166,000 gallons ​ March 2025 to December 2026 ​ Net Investment Hedges 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ Swapped ​ Settlement Currency ​ Amount ​ Termination Date ​ Interest Rate ​ Amount Euro ​ $ 80,000 ​ April 1, 2029 3.461 % ​ € 74,509 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 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 : This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, solar, lighting and transportation, and telecommunications, along with coatings services to protect metal products. Agriculture : 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. 17 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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 Agriculture Consolidated Sales ​ $ 706,221 $ 267,271 $ 973,492 Intersegment sales ​ ​ ( 2,730 ) ​ ​ ( 1,448 ) ​ ​ ( 4,178 ) Net sales ​ ​ 703,491 ​ ​ 265,823 ​ ​ 969,314 Cost of sales ​ ​ 490,616 ​ ​ 187,596 ​ ​ 678,212 Gross profit ​ ​ 212,875 ​ ​ 78,227 ​ ​ 291,102 Selling, general, and administrative expenses (a) ​ ​ 95,663 ​ ​ 41,990 ​ ​ 137,653 Segment operating income ​ $ 117,212 ​ $ 36,237 ​ ​ 153,449 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 25,135 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 128,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended March 30, 2024 ​ ​ Infrastructure Agriculture Consolidated Sales ​ $ 723,614 $ 258,735 $ 982,349 Intersegment sales ​ ​ ( 2,881 ) ​ ​ ( 1,640 ) ​ ​ ( 4,521 ) Net sales ​ ​ 720,733 ​ ​ 257,095 ​ ​ 977,828 Cost of sales ​ ​ 503,116 ​ ​ 168,496 ​ ​ 671,612 Gross profit ​ ​ 217,617 ​ ​ 88,599 ​ ​ 306,216 Selling, general, and administrative expenses (a) ​ ​ 99,753 ​ ​ 47,626 ​ ​ 147,379 Segment operating income ​ $ 117,864 ​ $ 40,973 ​ ​ 158,837 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 27,284 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 131,553 (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 Agriculture ​ Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ ​ North America ​ $ 577,197 ​ $ 137,476 ​ $ ( 4,112 ) ​ $ 710,561 International ​ 129,024 ​ 129,795 ​ ( 66 ) ​ 258,753 Total sales ​ $ 706,221 ​ $ 267,271 ​ $ ( 4,178 ) ​ $ 969,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ Utility ​ $ 344,265 ​ $ — ​ $ — ​ $ 344,265 Lighting and Transportation ​ 192,571 ​ — ​ — ​ 192,571 Coatings ​ 82,357 ​ — ​ ( 2,664 ) ​ 79,693 Telecommunications ​ 69,939 ​ — ​ — ​ 69,939 Solar ​ 17,089 ​ — ​ ( 66 ) ​ 17,023 Irrigation Equipment and Parts ​ — ​ 242,731 ​ ( 1,448 ) ​ 241,283 Technology Products and Services ​ — ​ 24,540 ​ — ​ 24,540 Total sales ​ $ 706,221 ​ $ 267,271 ​ $ ( 4,178 ) ​ $ 969,314 ​ 18 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended March 30, 2024 ​ ​ Infrastructure Agriculture Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ North America ​ $ 568,572 ​ $ 159,915 ​ $ ( 4,466 ) ​ $ 724,021 International ​ 155,042 ​ 98,820 ​ ( 55 ) ​ 253,807 Total sales ​ $ 723,614 ​ $ 258,735 ​ $ ( 4,521 ) ​ $ 977,828 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ Utility ​ $ 336,143 ​ $ — ​ $ — ​ $ 336,143 Lighting and Transportation ​ 211,209 ​ — ​ — ​ 211,209 Coatings ​ 87,090 ​ — ​ ( 2,826 ) ​ 84,264 Telecommunications ​ 53,961 ​ — ​ — ​ 53,961 Solar ​ 35,211 ​ — ​ ( 55 ) ​ 35,156 Irrigation Equipment and Parts ​ — ​ 233,120 ​ ( 1,640 ) ​ 231,480 Technology Products and Services ​ — ​ 25,615 ​ — ​ 25,615 Total sales ​ $ 723,614 ​ $ 258,735 ​ $ ( 4,521 ) ​ $ 977,828 ​ ​ ​ ​ ​ ​ ​ ​ ​ March 29, ​ December 28, ​ ​ 2025 2024 ASSETS: ​ ​ Infrastructure ​ $ 2,265,122 ​ $ 2,181,345 Agriculture ​ 897,469 ​ 876,486 Total segment assets ​ ​ 3,162,591 ​ ​ 3,057,831 Unallocated corporate assets ​ 212,832 ​ 272,141 Total assets ​ $ 3,375,423 ​ $ 3,329,972 ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 CAPITAL EXPENDITURES: ​ ​ ​ ​ ​ ​ Infrastructure $ 25,932 $ 13,437 Agriculture ​ 2,232 ​ 1,263 Total segment capital expenditures ​ ​ 28,164 ​ ​ 14,700 Unallocated corporate capital expenditures ​ 2,155 ​ 310 Total capital expenditures ​ $ 30,319 ​ $ 15,010 ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ ​ March 29, ​ March 30, ​ ​ 2025 2024 DEPRECIATION AND AMORTIZATION: ​ ​ ​ ​ ​ ​ Infrastructure $ 15,582 $ 16,249 Agriculture ​ 3,811 ​ 4,923 Total segment depreciation and amortization expense ​ ​ 19,393 ​ ​ 21,172 Unallocated corporate depreciation and amortization expense ​ 2,125 ​ 2,364 Total depreciation and amortization expense ​ $ 21,518 ​ $ 23,536 ​ 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 ​ Over Time ​ Total Infrastructure ​ $ 366,143 ​ $ 337,348 ​ $ 703,491 Agriculture ​ 258,703 ​ ​ 7,120 ​ 265,823 Total net sales ​ $ 624,846 ​ $ 344,468 ​ $ 969,314 ​ 19 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended March 30, 2024 ​ ​ Point in Time Over Time Total Infrastructure ​ $ 389,935 ​ $ 330,798 ​ $ 720,733 Agriculture ​ 250,760 ​ ​ 6,335 ​ 257,095 Total net sales ​ $ 640,695 ​ $ 337,133 ​ $ 977,828 ​ ​ ​ ​ ​ 20 Table of Contents