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Item 1. Financial Statements

2025-07-31 compared with 2025-04-30 · 236 added, 97 removed, 508 unchanged (40% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Twenty-six weeks ended

Product sales

4 unchanged sentences

Selling, general, and administrative expenses

Impairment of long-lived assets

Realignment charges

Operating income

2 unchanged sentences

Interest income

Gain (loss) on deferred compensation investments

Total other income (expenses)

Gain on deferred compensation investments

Total other expenses

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense:

Income tax expense (benefit):

Total income tax expense

Earnings before equity in loss of nonconsolidated subsidiaries

Earnings (loss) before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Loss (earnings) attributable to redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

Net earnings (loss)

Earnings attributable to redeemable noncontrolling interests

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

See accompanying Notes to Condensed Consolidated Financial Statements.

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Thirteen weeks ended

Twenty-six weeks ended

Net earnings (loss)

Other comprehensive income (loss), net of tax:

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Total hedging activities

Net loss on defined benefit pension plan

Net realized loss on defined benefit pension plan

Total other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive loss (income) attributable to redeemable noncontrolling interests

Comprehensive income attributable to redeemable noncontrolling interests

Comprehensive income attributable to Valmont Industries, Inc.

6 unchanged sentences

Cash and cash equivalents

Receivables, net

Receivables, less allowance of $ 30,783 and $ 30,408 , respectively

Contract assets

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(Dollars in thousands)

Thirteen weeks ended

Twenty-six weeks ended

Cash flows from operating activities:

2 unchanged sentences

Contribution to defined benefit pension plan

Impairment of long-lived assets

Stock-based compensation

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Purchases of redeemable noncontrolling interests

Repurchases of common stock

Proceeds from exercises under stock plans

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( 1,081,845 )

Net earnings (loss)

Other comprehensive income, net of tax

Cash dividends declared ($ 0.68 per share)

Fair value adjustment on redeemable noncontrolling interests

Change in redemption value of noncontrolling interests

Repurchases of common stock;

357,979 shares acquired

Stock option and incentive plans

Balance as of June 28, 2025

( 1,176,783 )

comprehensive

12 unchanged sentences

( 1,048,381 )

Other comprehensive loss, net of tax

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 )

See accompanying Notes to Condensed Consolidated Financial Statements.

15 unchanged sentences

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:

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

Raw materials and purchased parts

3 unchanged sentences

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:

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

United States

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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:

The components of the net periodic pension cost for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Interest cost

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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.

As of June 28, 2025, 1,446,696 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.

2 unchanged sentences

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:

For the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, the Company recorded stock-based compensation expenses (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations) and associated tax benefits as follows:

Thirteen weeks ended

Twenty-six weeks ended

Stock-based compensation

Income tax benefits

Fair Value Measurements

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

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Fair Value Measurement Using:

March 29, 2025

June 28, 2025

Deferred compensation investments

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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.

In the second quarter of fiscal 2025, the carrying values of certain long-lived assets that will no longer be utilized were reduced to their respective fair values, based on Level 3 inputs, resulting in impairment charges totaling $ 19,657 in the Infrastructure segment and $ 586 in the Agriculture segment.

Goodwill and other intangible assets are measured at fair value on a non-recurring basis using Level 3 inputs.

See Note 5 for further information.

Unless otherwise specified, the Company believes the carrying values of financial instruments approximate their fair values.

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.

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(Dollars in thousands, except per-share amounts)

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:

Comprehensive Income

Comprehensive income consists of net earnings (loss), 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 translated at the exchange rates in effect on the balance sheet dates.

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

Foreign currency translation adjustments

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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.

As of June 28, 2025 and December 28, 2024, the Company’s contract assets totaled $ 194,559 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 June 28, 2025, total contract liabilities were $ 132,741 , with $ 132,412 recorded as “Contract liabilities” and $ 329 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.

● During the thirteen and twenty-six weeks ended June 28, 2025, the Company recognized $ 32,560 and $ 56,943 in revenue, respectively, from amounts included in contract liabilities as of December 28, 2024.

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.

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(Dollars in thousands, except per-share amounts)

● During the thirteen and twenty-six weeks ended June 29, 2024, the Company recognized $ 7,230 and $ 41,509 in revenue, respectively, from amounts included in contract liabilities as of December 30, 2023.

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

● As of June 28, 2025, the Company had $ 329 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 .

Segment and Product Line Revenue Recognition

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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.

The Company has no economic interest in a supplier’s

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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.

3 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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.

As of June 28, 2025 and December 28, 2024, outstanding payment obligations under the Company’s supplier finance program (included in “Accounts payable” in the Condensed Consolidated Balance Sheets) were as follows:

Confirmed obligations outstanding—beginning of period

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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.

The Company adjusts the redeemable noncontrolling interests each reporting period for the net earnings (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.

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

During the thirteen weeks ended June 28, 2025, the Company recorded a $ 26,243 change in the redemption value of redeemable noncontrolling interest related to the Company’s joint venture agriculture solar business, which was reflected in “Shareholders’ equity” and “Redeemable noncontrolling interests.” This represents a change in redemption value that is treated as an adjustment to net earnings (loss) for purposes of calculating earnings (loss) per share.

The Company determined that the current-period change in redemption value included the correction of a prior-year error in the determination of the redemption value of redeemable noncontrolling interest totaling $ 21,792 .

This correction increased diluted loss per share by $ 1.10 for the thirteen weeks ended June 28, 2025 and decreased diluted earnings per share by $ 1.09 for the twenty-six weeks ended June 28, 2025.

The Company concluded that the correction was not material to the current period or to any previously issued financial statements.

As of June 28, 2025 and December 28, 2024, the redeemable noncontrolling interests were $ 84,062 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.

1 unchanged sentence

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.

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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”).

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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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

As of June 28, 2025, the Company had repurchased 8,593,676 shares for approximately $ 1,433,968 under this program.

Subsequent to the second quarter of fiscal 2025, on July 4, 2025, federal tax legislation, commonly referred to as the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions, was signed into law in the United States.

The Company is continuing to assess its impact.

While the legislation is not expected to have a material impact on the Company’s income statement, the timing of deductions related to depreciation and research and experimentation, among other changes included in the legislation, is currently under evaluation.

Long-Term Debt

Subsequent to the second quarter of fiscal 2025, the Company renewed the revolving credit facility, extending the maturity date to July 2030.

As a part of the renewal, the facility maintained $ 800,000 of committed capacity and the same pricing, but the uncommitted accordion feature available under the facility increased from $ 300,000 to $ 400,000 ;

the 10 -basis-point SOFR adjustment was eliminated from the interest rate calculation;

and the commitment fee on the average daily unused portion was reduced and now ranges from 9 to 20 basis points, based on the Company’s credit rating.

Recently Issued Accounting Pronouncements

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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 guidance will be adopted prospectively for the Form 10-K for the fiscal year ending December 27, 2025.

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

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

Subsequent to the second quarter of fiscal 2025, the Company acquired an additional approximately 30 % ownership interest of Valmont Irrigation Argentina B.V.

for $ 14,624 .

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(3) DIVESTITURES

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

(4) REALIGNMENT ACTIVITIES

During the second quarter of fiscal 2025, the Company completed a targeted organizational realignment to better align operations and commercial teams, reduce layers of management, and enhance the speed and agility of decision-making across the business.

These actions resulted in pre-tax cash charges of $ 9,794 , of which $ 910 was included in “Product cost of sales” in the Condensed Consolidated Statements of Operations.

During the second quarter of fiscal 2025, the Company recorded the following pre-tax expenses related to realignment activities:

Infrastructure

Severance and other employee benefit costs

Changes in liabilities recorded related to realignment activities were as follows:

Balance as of

Costs Paid or

Balance as of

Severance and other employee benefit costs

VALMONT INDUSTRIES, INC.

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(5) GOODWILL AND OTHER INTANGIBLE ASSETS

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

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

Infrastructure

3 unchanged sentences

Foreign currency translation

Balance as of March 29, 2025

Balance as of June 28, 2025

Infrastructure

Gross balance as of March 29, 2025

Gross balance as of June 28, 2025

Accumulated impairment losses

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.

Balance as of June 28, 2025

In the second quarter of fiscal 2025, the Company identified triggering events that required interim goodwill impairment testing for certain reporting units within the Infrastructure segment.

Due to the Company’s strategic exit from the North American solar tracker market, increased competitive pressures in Brazil, and uncertainty surrounding European policies, an interim goodwill impairment test was conducted for the Solar reporting unit.

The carrying amount of this reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $ 41,869 within the Infrastructure segment.

Additionally, due to a reduction in forecasted sales primarily resulting from general market weakness in Australia, an interim goodwill impairment test was also performed for the Access Systems reporting unit.

The carrying amount exceeded its estimated fair value, resulting in a goodwill impairment charge of $ 23,000 within the Infrastructure segment.

The fair values of both reporting units were estimated using a discounted cash flow analysis, which required 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.

Other Intangible Assets

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

March 29, 2025

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

June 28, 2025

December 28, 2024

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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.

Amortization expenses were $ 2,982 and $ 5,840 for the thirteen and twenty-six weeks ended June 28, 2025, respectively, and $ 3,356 and $ 7,071 for the

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

(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 and twenty-six weeks ended June 29, 2024, respectively.

Amortization expense is expected to average $ 9,144 annually over the next five fiscal years , based on amortizing intangible assets reported as of June 28, 2025.

In the second quarter of fiscal 2025, the Company performed an impairment test on indefinite-lived trade names associated with the Solar and Access Systems reporting units.

Using the relief-from-royalty method, the Company determined that the carrying amounts of the trade names exceeded their estimated fair values.

As a result, impairment charges of $ 4,830 were recognized within the Infrastructure segment.

Additionally, in the second quarter of fiscal 2025, an impairment charge of $ 1,395 was recognized within the Agriculture segment for a customer relationship intangible asset that was determined not to be recoverable.

(6) EARNINGS (LOSS) PER SHARE

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

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

Thirteen weeks ended

Net earnings attributable to Valmont Industries, Inc.

Twenty-six weeks ended

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

Change in redemption value of redeemable noncontrolling interests

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

including change in redemption value of redeemable noncontrolling interests

Weighted average shares outstanding (in thousands):

Dilutive effect of various stock awards

Net earnings attributable to Valmont Industries, Inc.

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

Dilutive effect of various stock awards

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.

In the second quarter of fiscal 2025, 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 June 28, 2025 and June 29, 2024, there were 39,543 and 56,261 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 (loss) per share.

(7) DERIVATIVE FINANCIAL INSTRUMENTS

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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.

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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:

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

Condensed Consolidated

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Other accrued expenses

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

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

Condensed Consolidated

Thirteen weeks ended

Twenty-six weeks ended

Statements of

Derivatives designated as hedging instruments:

Statements of Earnings location

Operations location

Commodity contracts

4 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 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:

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

As of June 28, 2025, the details of these contracts were as follows:

Commodity Type

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20,500 short tons

March 2025 to December 2025

June 2025 to December 2025

148,000 MMBtu

April 2025 to March 2026

July 2025 to March 2026

Ultra-low-sulfur diesel fuel

5,544,000 gallons

March 2025 to December 2026

June 2025 to June 2027

2,880 metric tons

January 2026 to December 2027

Net Investment Hedges

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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:

Key terms as of June 28, 2025 were as follows:

Termination Date

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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.

This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, lighting, transportation, telecommunications, and solar, 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.

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 and twenty-six weeks ended June 29, 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 $ 9,308 and $ 20,195 for the thirteen and twenty-six weeks ended June 29, 2024, respectively.

Summary by Business Segment

Thirteen weeks ended June 28, 2025

Infrastructure

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

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

Twenty-six weeks ended June 28, 2025

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

Thirteen weeks ended March 30, 2024

Thirteen weeks ended June 29, 2024

Infrastructure

5 unchanged sentences

Total operating income

Twenty-six weeks ended June 29, 2024

Infrastructure

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended June 28, 2025

Infrastructure

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Technology Products and Services

Twenty-six weeks ended June 28, 2025

Infrastructure

Geographical market:

North America

International

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

Thirteen weeks ended June 29, 2024

Infrastructure

Geographical market:

North America

International

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended March 30, 2024

Twenty-six weeks ended June 29, 2024

Infrastructure

11 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

CAPITAL EXPENDITURES:

4 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

DEPRECIATION AND AMORTIZATION:

3 unchanged sentences

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

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 is as follows:

Thirteen weeks ended June 28, 2025

Twenty-six weeks ended June 28, 2025

Point in Time

Infrastructure

4 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended March 30, 2024

Thirteen weeks ended June 29, 2024

Twenty-six weeks ended June 29, 2024

Point in Time

Infrastructure

Total net sales

(9) CONTINGENCIES

The Company is party to certain legal proceedings and claims arising in the normal course of business.

This includes a litigation matter currently on appeal in Brazil related to its operations in the Agriculture market.

As of June 28, 2025, the Company has accrued $ 3,796 related to this matter, which is included in “ Other accrued expenses ” in the Condensed Consolidated Balance Sheets.

The accrual reflects management’s estimate of losses based on currently available information.

The outcome of this matter cannot be predicted with certainty and the Company’s accrual may not be adequate to cover the final judgment.

At this time, the ultimate resolution of this matter may adversely affect selling, general, and administrative expenses by up to an additional $ 20,000 in a future fiscal period.

The Company continuously monitors developments in legal proceedings and will adjust its accruals if and when additional information becomes available or circumstances change.

No further losses beyond the amounts accrued are deemed probable at this time.

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