What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-04-30 · 149 added, 116 removed, 167 unchanged (61% of the section changed)

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Dollars in thousands, except per-share amounts

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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Effective tax rate

Net earnings attributable to Valmont Industries, Inc.

Diluted earnings per share

Net earnings (loss) attrib.

to Valmont Industries, Inc.

Diluted earnings (loss) per share

Infrastructure

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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Selling, general, and administrative expenses

Realignment charges

Operating loss

On a consolidated basis, net sales decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

Higher net sales in the Agriculture segment were more than offset by lower net sales in the Infrastructure segment.

Consolidated gross profit declined in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to lower sales volumes in North America within the Agriculture segment, as well as decreased volumes in the Lighting and Transportation (“L&T”) and Solar product lines within the Infrastructure segment.

These declines were partially offset by higher volumes in the Telecommunications product line.

Consolidated gross profit margin also declined, largely driven by a shift in geographic sales mix, with increased international sales and reduced North American sales within the Agriculture segment.

Consolidated selling, general, and administrative expenses (“SG&A”) decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to lower incentive costs, a reduced allowance for credit losses expense, and a smaller incremental expense associated with changes in the valuation of deferred compensation plan liabilities.

These declines were partially offset by higher compensation and technology-related costs.

Consolidated operating income decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, as the impact of lower gross profit was only partially offset by lower SG&A.

NM = not meaningful

On a consolidated basis, net sales increased in the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

The second quarter growth was primarily driven by higher net sales in the Agriculture segment.

For the first half of fiscal 2025, net sales in the Agriculture segment also increased, though these gains were partially offset by lower net sales in the Infrastructure segment.

Consolidated gross profit increased in the second quarter of fiscal 2025 but declined in the first half of fiscal 2025, as compared to the same periods of fiscal 2024.

The second quarter improvement was largely due to higher international sales volumes within the Agriculture segment, which more than offset lower volumes in North America in the Agriculture segment and in international markets in the Infrastructure segment.

For the first half of fiscal 2025, decreased sales in North America outweighed gains in international markets within the Agriculture segment.

Consolidated gross profit margin also declined, primarily due to a shift in geographic sales mix, with an increase in international sales and a reduction in higher-margin North American sales within the Agriculture segment.

Consolidated selling, general, and administrative (“SG&A”) expenses increased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

This increase was driven by higher allowance for credit losses expense, an accrual of approximately $7.0 million for software licenses that are no longer expected to be used, and a $3.2 million write-off related to the Company’s exit from the agriculture solar market in Brazil.

These increases were partially offset by lower incentive costs in the first half of fiscal 2025.

Consolidated operating income decreased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

This was primarily due to the impairment of certain long-lived assets totaling $91.3 million, realignment charges of $8.9 million, and increased SG&A expenses.

Acquisitions and Divestitures

We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments.

In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment.

In the fourth quarter of fiscal 2024, we divested our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand, previously included in the Infrastructure segment.

In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, and our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand, previously included in the Infrastructure segment.

Macroeconomic and Geopolitical Impacts on Financial Results and Liquidity

We manufacture Utility structures in Mexico and ship them to customers in the United States (“U.S.”).

While most of the structures we sell to our U.S.

customers are manufactured domestically, we imported approximately $230.0 million worth of fabricated steel structures from Mexico into the U.S.

in fiscal 2024.

On March 4, 2025, a 25% tariff on all Mexican goods imported into the U.S.

however, as of March 7, 2025, an exemption was introduced for goods compliant with the United States-Mexico-Canada Agreement (“USMCA”).

An additional tariff took effect on March 12, 2025, when Section 232 was revised to expand the application of a 25% tariff on steel and aluminum imports into the U.S.;

however, there is an exemption from this tariff for fabricated structures produced utilizing steel that was melted and poured in the U.S.

The structures produced at our Mexico facility are USMCA-compliant and primarily utilize steel sourced from U.S.-melted and poured material.

To mitigate the financial impact of tariffs in fiscal 2025, we are implementing a comprehensive strategy.

This includes close collaboration with customers, cost optimization initiatives, operational efficiency improvements, and diversified sourcing efforts.

The ultimate impact of tariffs on our financial condition and operating results will depend on both the effectiveness of our mitigation efforts and various external factors, including the scope and duration of the tariffs, regulatory developments, and the broader trade environment.

We continue to monitor the situation closely and will adjust our strategies as needed.

We continue to monitor other macroeconomic and geopolitical uncertainties that have impacted or may impact our business, including inflationary cost pressures, supply chain disruptions, currency fluctuations against the U.S.

dollar, changing interest rates, ongoing international conflicts, and labor shortages.

These factors could impact our operational costs, revenue, and financial stability.

As conditions evolve, we are proactively adapting strategies to mitigate risks and ensure sufficient liquidity.

We continue to actively monitor a range of macroeconomic and geopolitical uncertainties that have affected, and may continue to affect, our business operations and financial performance.

These include volatility in the global economic and trade environment, inflationary cost pressures, supply chain disruptions, foreign currency fluctuations relative to the United States (“U.S.”) dollar, changing interest rates, ongoing international conflicts, and labor shortages.

These factors may influence our operational costs, revenue streams, and overall financial stability.

As conditions evolve, we are proactively adjusting our business strategies to mitigate potential risks, maintain financial resilience, and ensure sufficient liquidity to support ongoing operations and strategic initiatives.

Net Interest Expense

Consolidated net interest expense decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, due to the decrease in average outstanding borrowings on the revolving line of credit.

Consolidated net interest expense decreased in the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, due to a decrease in average outstanding borrowings on the revolving line of credit along with lower average interest rates.

Income Tax Expense

Our effective income tax rate in the first quarter of fiscal 2025 was 26.1%, as compared to 25.3% in the same period of fiscal 2024.

The change in the effective tax rate was primarily the result of changes in the geographic mix of earnings.

Our effective income tax rate in the second quarter and first half of fiscal 2025 was 117.2% and 38.7%, respectively, as compared to 23.5% and 24.4% in the same periods of fiscal 2024.

The change in the effective tax rate was primarily the result of goodwill impairment charges for which no tax benefits were recorded.

Infrastructure Segment

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Operating income

Infrastructure segment sales decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

Lower sales volumes in the L&T and Solar product lines were partially offset by increased volumes in the Utility and Telecommunications product lines.

Regionally, Infrastructure segment sales increased in North America in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, but declined in international markets during the same period.

Utility product line sales increased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, driven by higher volumes and pricing actions that more than offset the impact of lower steel prices.

This growth was supported by robust utility market demand, fueled by ongoing investments in the global energy transition and grid modernization.

L&T product line sales declined in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, due to lower volumes, primarily reflecting softer demand in international markets, as well as a $2.8 million negative impact from foreign currency translation.

Coatings product line sales decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, driven by reduced demand in international markets and unfavorable foreign currency impacts of $1.3 million.

Telecommunications product line sales increased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, benefiting from higher volumes as a result of elevated wireless carrier spending.

Solar product line sales declined significantly in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, reflecting lower volumes, partly due to the Company’s strategic decision in the second quarter of fiscal 2024 to exit certain low-margin projects.

Foreign currency translation also had a negative impact of $1.1 million.

Infrastructure segment gross profit decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, due to lower volumes in L&T and Solar product lines.

The decrease was also partially attributed to additional overtime and spending at a few of our U.S.

manufacturing facilities.

Infrastructure segment SG&A decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, driven by lower incentive costs and lower allowance for credit losses expense.

Infrastructure segment operating income decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

This was primarily due to lower volumes in L&T and Solar product lines, partially offset by lower SG&A.

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Dollars in thousands

Lighting and Transportation

Telecommunications

Operating income

Infrastructure segment sales increased in the second quarter of fiscal 2025, as compared to the same period of fiscal 2024.

This growth was primarily driven by higher sales volumes in the Telecommunications and Utility product lines, which more than offset declines in the Lighting and Transportation (“L&T”) and Solar product lines.

Infrastructure segment sales decreased in the first half of fiscal 2025, as compared to the same period of fiscal 2024, as lower volumes in the L&T and Solar product lines offset increased volumes in the Utility and Telecommunications product lines.

Regionally, Infrastructure segment sales increased in North America in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, but declined in international markets during the same periods.

Utility product line sales increased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, driven by higher volumes and pricing actions that more than offset the impact of lower steel prices.

This performance reflects strong demand in the utility market, supported by ongoing investments in energy transition and grid modernization.

L&T product line sales declined in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower volumes, reflecting softer demand in international markets.

A significant contributor was the divestiture of the extractive business in the fourth quarter of fiscal 2024, along with reduced demand in the Australian market for the Access Systems product offering.

Additionally, foreign currency translation negatively impacted the first half of fiscal 2025 results by approximately $2.3 million.

Coatings product line sales decreased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, driven by reduced demand in international markets and an unfavorable foreign currency translation impact of approximately $1.8 million in the first half of fiscal 2025.

Telecommunications product line sales increased significantly in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, supported by our strategic positioning within carrier capital expenditure spending plans.

Solar product line sales declined significantly in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

This decline was largely due to lower volumes, partially resulting from the Company’s strategic decision to exit select regional markets, including North America.

Infrastructure segment gross profit decreased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower volumes in the L&T and Solar product lines.

Infrastructure segment SG&A expenses increased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, driven by higher allowance for credit losses expense, mostly in the Solar product line offering, along with an accrual of approximately $7.0 million for software licenses that are no longer expected to be used.

Infrastructure segment operating income decreased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

This was primarily due to the impairment of certain long-lived assets totaling $89.4 million, realignment charges of $1.4 million, lower volumes in the L&T and Solar product lines, and increased SG&A expenses.

Agriculture Segment

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Operating income

In North America, Agriculture segment sales declined in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

This decline was primarily driven by lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market amid lower grain prices.

Additionally, average selling prices for irrigation equipment were lower year over year, largely due to a shift in sales mix toward units with fewer spans and the impact of lower steel costs on our industrial tubing product offering.

In international markets, Agriculture segment sales increased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

This growth was driven by significantly higher volumes in the Europe, Middle East, and Africa (“EMEA”) region, as well as increased sales volumes in Brazil, where a stabilizing market environment supported improved performance.

However, these gains were partially offset by unfavorable foreign currency translation impacts of approximately $7.1 million.

Sales of Technology Products and Services decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to lower hardware sales volumes.

Our Agriculture business remains cyclical and is influenced by a range of factors, including changes in net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions.

We actively monitor these variables to assess their potential impacts on financial performance, including U.S.

net farm income estimates released by the U.S.

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Dollars in thousands

North America

International

Operating income

In North America, Agriculture segment sales declined in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

These decreases were due to a significantly lower volume in storm-related replacement sales, as the first half of 2024 benefited from elevated demand following severe weather events in the Midwestern and Southern U.S.

The decline was also impacted by lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market.

Contributing factors included lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.

In addition, average selling prices for irrigation equipment declined, primarily due to a shift in product mix and increased competitive bidding activity in certain regions.

In international markets, Agriculture segment sales increased significantly in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

This growth was driven by stronger project volumes in the Europe, Middle East, and Africa (“EMEA”) region, along with higher volumes in Brazil, where a stabilizing market environment supported improved performance.

These gains were partially offset by unfavorable foreign currency translation impacts of approximately $3.7 million in the second quarter of fiscal 2025 and $10.8 million in the first half of fiscal 2025.

Sales of Technology Products and Services decreased in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower hardware sales volumes.

Our Agriculture business remains cyclical and is influenced by a range of factors, including net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions.

We actively monitor these variables, including U.S.

net farm income estimates published by the U.S.

Department of Agriculture.

In Brazil, w e closely track fluctuations in grain prices and projected farm input costs to gauge grower sentiment.

Irrigation Equipment and Parts sales in North America are expected to remain muted for the remainder of fiscal 2025.

Agriculture segment gross profit decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to lower sales volumes and reduced average selling prices in North America.

These declines were partially offset by increased sales volumes in the EMEA region.

Agriculture segment SG&A declined in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to lower incentive costs, along with lower allowance for credit losses expense.

Agriculture segment operating income decreased in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024, as the benefit of lower SG&A was more than offset by lower sales volumes in North America and a higher mix of international projects.

Corporate SG&A declined in the first quarter of fiscal 2025, as compared to the same period of fiscal 2024.

This decrease was primarily driven by lower incentive costs, reduced professional fees, and a smaller incremental expense associated with changes in the valuation of deferred compensation plan liabilities.

In Brazil, w e track fluctuations in grain prices and projected farm input costs to assess grower sentiment.

Looking ahead, Irrigation Equipment and Parts sales in North America are expected to remain muted for the remainder of fiscal 2025.

However, we remain focused on navigating evolving market conditions and positioning the Agriculture business for long-term growth across both domestic and international markets.

Agriculture segment gross profit increased in the second quarter of fiscal 2025 but declined in the first half of fiscal 2025, as compared to the same periods of fiscal 2024.

The second quarter increase was primarily attributable to higher volumes in the EMEA region, partially offset by lower volumes and average selling prices in North America.

The first half decline was driven by lower average selling prices and volumes in North America, which more than offset international gains.

Agriculture segment SG&A increased in the second quarter of fiscal 2025 and decreased in the first half of fiscal 2025, as compared to the same periods of fiscal 2024.

The second quarter increase was primarily due to higher allowance for credit losses expense, partially offset by lower compensation costs.

The first half decline was driven by lower compensation and incentive costs, partially offset by an increase in allowance for credit losses expense.

Agriculture segment operating income declined in both the second quarter and first half of fiscal 2025, as compared to the same periods of fiscal 2024.

The declines were primarily due to realignment charges of $2.9 million, one-time charges related to the agriculture solar business totaling $5.9 million, and lower sales volumes in North America.

In the second quarter and first half of fiscal 2025, operating income in the Agriculture segment in Brazil was negatively impacted by $1.4 million and $3.8 million, respectively, primarily due to an increase in reserves related to an unfavorable court ruling involving a former dealer.

The Company has appealed the decision and intends to vigorously contest all allegations.

Management cannot reasonably estimate the timing of a potential settlement, the amount of a potential settlement, or litigation costs associated with this matter.

While we maintain reserves for liabilities that are reasonably estimable, these reserves may prove insufficient to cover the final judgment.

As a result, this uncertainty could adversely affect SG&A expenses by up to an additional $20.0 million within the Agriculture segment.

Corporate SG&A expenses increased in the second quarter of fiscal 2025, as compared to the same period of fiscal 2024, primarily due to higher incentive costs and the incremental expense associated with changes in the valuation of deferred compensation plan liabilities.

Valuation changes in deferred compensation plan liabilities are offset by corresponding changes in deferred compensation plan assets, which are included in “Other income (expenses).”

These decreases were partially offset by higher compensation and technology-related costs.

Corporate SG&A expenses decreased slightly in the first half of fiscal 2025, as compared to the same period of fiscal 2024.

This decline was primarily driven by lower professional fees, partially offset by higher compensation, insurance, and technology-related costs.

In addition, both the second quarter and first half of fiscal 2025 included realignment charges totaling $4.6 million.

LIQUIDITY AND CAPITAL RESOURCES

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We plan to allocate the remaining approximately 50% of operating cash flow to shareholder returns through the form of share repurchases and dividends.

In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2,100.0 million, with no stated expiration date.

In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2.1 billion, with no stated expiration date.

We are not obligated to make repurchases and may discontinue the program at any time.

Any purchases will be funded through available liquidity and ongoing cash flows, and will be made subject to prevailing market and economic conditions.

As of March 29, 2025, we had approximately $766.0 million of remaining capacity under the share repurchase program.

Since the program’s inception in May 2014, we have repurchased approximately 8.2 million shares for a total of $1,334.0 million.

In the first quarter of fiscal 2025, the Company adopted a trading plan under Rule 10b5-1 to facilitate repurchases under its authorized $700.0 million 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 $75.6 million of its common stock under the program.

On February 18, 2025, the Board of Directors declared a quarterly cash dividend on common stock of $0.68 per share, or an annualized rate of $2.72 per share.

This represents an increase of over 13% compared to the prior quarterly dividend of $0.60 per share.

As of June 28, 2025, we had approximately $666.0 million of remaining capacity under the share repurchase program.

Since the program’s inception in May 2014, we have repurchased approximately 8.6 million shares for a total of $1.4 billion.

We remain committed to maintaining a capital structure that supports our investment-grade credit rating.

As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Ratings, BBB- (stable outlook) by Fitch Ratings, Inc., and BBB+ (stable outlook) by S&P Global Ratings.

As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Ratings and BBB+ (stable outlook) by S&P Global Ratings.

To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.

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We have no economic interest in a supplier’s decision to participate.

As of March 29, 2025 and December 28, 2024, our accounts payable in the Condensed Consolidated Balance Sheets included $41.3 million and $45.6 million, respectively, related to the obligations under this program.

As of June 28, 2025 and December 28, 2024, our accounts payable in the Condensed Consolidated Balance Sheets included $55.1 million and $45.6 million, respectively, related to the obligations under this program.

Sources of Financing

As of March 29, 2025, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

As of June 28, 2025, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

Senior Unsecured Notes

As of March 29, 2025, our senior unsecured notes consisted of:

As of June 28, 2025, our senior unsecured notes consisted of:

● $450.0 million face value ($434.3 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044.

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Revolving Credit Facility

Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of October 18, 2026.

The facility provides up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies.

An additional $300.0 million may be added to the facility, subject to lender commitments.

Authorized borrowers include the Company and its wholly-owned subsidiaries, Valmont Industries Holland B.V.

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 $800.0 million of committed capacity and the same pricing, but the uncommitted accordion feature available under the facility increased from $300.0 million to $400.0 million;

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 our credit rating.

Prior to the renewal, as of June 28, 2025, our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, had a maturity date of October 18, 2026.

The facility provided up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies.

An additional $300.0 million may have been added to the facility, subject to lender commitments.

Authorized borrowers included the Company and its wholly owned subsidiaries, Valmont Industries Holland B.V.

and Valmont Group Pty.

Obligations under this facility are guaranteed by the Company and its wholly owned subsidiaries, Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty.

The interest rate on our borrowings will be, at our option, either:

Obligations under this facility were guaranteed by the Company and its wholly owned subsidiaries, Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty.

The interest rate on our borrowings was, at our option, either:

(a) term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our senior unsecured long-term debt credit rating by S&P Global Ratings and Moody’s Ratings;

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(c) daily simple SOFR plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our credit rating.

Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 10 to 25 basis points, based on our credit rating.

As of March 29, 2025 and December 28, 2024, we had no outstanding borrowings under this facility.

The facility includes a financial covenant that may limit additional borrowing.

As of March 29, 2025, we could borrow $799.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.

Additionally, we maintain short‑term bank lines of credit totaling $30.1 million, with $30.0 million unused as of March 29, 2025.

Additionally, a commitment fee was applied to the average daily unused portion of the facility, ranging from 10 to 25 basis points, based on our credit rating.

As of June 28, 2025 and December 28, 2024, we had no outstanding borrowings under this facility.

The facility included a financial covenant that may limit additional borrowing.

As of June 28, 2025, we could borrow $799.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.

Additionally, we maintain short‑term bank lines of credit totaling $30.8 million, all of which were unused as of June 28, 2025.

Covenants and Compliance

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Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable.

As of March 29, 2025, we were in compliance with all covenants related to these debt agreements.

As of June 28, 2025, we were in compliance with all covenants related to these debt agreements.

For detailed calculations of Adjusted EBITDA and the leverage ratio, please refer to the “Selected Financial Measures” section.

Our primary cash needs include working capital, capital expenditures, debt service, taxes, and pension contributions.

We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreements restrictions.

We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreement restrictions.

Our business operates in cyclical markets, but our diverse portfolio—spanning various products, customers, and regions—has enabled us to navigate these cycles effectively while maintaining liquidity.

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For fiscal 2025 and beyond, we are confident in our liquidity position, supported by accessible credit facilities, capital markets, and a solid track record of positive operating cash flows.

As of March 29, 2025, we held $184.4 million in cash, including $140.9 million in non-U.S.

As of June 28, 2025, we held $208.5 million in cash, including $146.9 million in non-U.S.

subsidiaries.

Distributions of this foreign cash would incur tax liabilities.

As of March 29, 2025, we had liabilities of $2.1 million for foreign withholding taxes and $0.5 million for U.S.

As of June 28, 2025, we had liabilities of $1.1 million for foreign withholding taxes and $0.5 million for U.S.

state income taxes.

The table below summarizes our cash flow information for the thirteen weeks ended March 29, 2025 and March 30, 2024:

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The table below summarizes our cash flow information for the twenty-six weeks ended June 28, 2025 and June 29, 2024:

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Dollars in thousands

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Net cash flows from financing activities

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $65.1 million in the first quarter of fiscal 2025, as compared to $23.3 million in the same period of fiscal 2024.

The increase in operating cash flows was primarily the result of a reduction in the amount of required pension contributions, a decrease in interest payments, and a lower amount of cash flows used for working capital, primarily inventory.

The first quarter of fiscal 2024 also included severance payments totaling $9.8 million related to an organizational realignment program.

Investing Cash Flows – Cash used in investing activities totaled $30.2 million in the first quarter of fiscal 2025, as compared to $18.6 million in the same period of fiscal 2024.

Investing activities in the first quarter of fiscal 2025 primarily included capital spending of $30.3 million.

Investing activities in the first quarter of fiscal 2024 primarily included capital spending of $15.0 million.

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $232.7 million in the first half of fiscal 2025, as compared to $154.1 million in the same period of fiscal 2024.

The increase in operating cash flows was primarily the result of favorable changes in the timing of customer receipts, a reduction in required pension contributions, and a decrease in interest payments.

This was partially offset by a $14.4 million increase in tax payments for the first half of fiscal 2025 compared to the first half of fiscal 2024.

Cash flows for the first half of fiscal 2025 and the first half of fiscal 2024 were also impacted by severance payments totaling $1.0 million and $10.6 million, respectively, related to organizational realignment programs.

Investing Cash Flows – Cash used in investing activities totaled $64.3 million in the first half of fiscal 2025, as compared to $36.5 million in the same period of fiscal 2024.

Investing activities in the first half of fiscal 2025 primarily included capital spending of $62.3 million.

Investing activities in the first half of fiscal 2024 primarily included capital spending of $33.3 million.

We expect our capital expenditures to be in the range of $140.0 million to $160.0 million for fiscal 2025.

Financing Cash Flows – Cash used in financing activities totaled $17.0 million in the first quarter of fiscal 2025, as compared to $34.8 million in the same period of fiscal 2024.

Our total interest-bearing debt was $756.1 million as of March 29, 2025 and $757.9 million as of December 28, 2024.

Financing activities in the first quarter of fiscal 2025 primarily consisted of borrowings on the revolving credit facility and short-term notes of $62.8 million offset by principal payments on our long-term debt and short-term borrowings of $64.6 million, dividends paid of $12.0 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $3.5 million.

Financing activities in the first quarter of fiscal 2024 primarily consisted of borrowings on the revolving credit facility and short-term notes of $4.0 million, offset by principal repayments on our long-term debt and short-term borrowings of $5.3 million, dividends paid of $12.1 million, the purchase of redeemable noncontrolling interests of $17.7 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $5.7 million.

Financing Cash Flows – Cash used in financing activities totaled $131.2 million in the first half of fiscal 2025, as compared to $150.9 million in the same period of fiscal 2024.

Our total interest-bearing debt was $755.9 million as of June 28, 2025 and $757.9 million as of December 28, 2024.

Financing activities in the first half of fiscal 2025 primarily consisted of borrowings on the revolving credit facility and short-term notes of $132.8 million offset by principal payments on our long-term debt and short-term borrowings of $134.9 million, dividends paid of $25.7 million, the purchase of treasury shares of $100.0 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $3.8 million.

Financing activities in the first half of fiscal 2024 primarily consisted of borrowings on the revolving credit facility and short-term notes of $21.1 million, offset by principal repayments on our long-term debt and short-term borrowings of $112.7 million, dividends paid of $24.2 million, the purchase of treasury shares of $14.9 million, the purchase of redeemable noncontrolling interests of $17.7 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $4.4 million.

Guarantor Summarized Financial Information

4 unchanged sentences

Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately.

The combined financial information for the thirteen weeks ended March 29, 2025 and March 30, 2024 was as follows:

The combined financial information for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 was as follows:

Thirteen weeks ended

Twenty-six weeks ended

Dollars in thousands

1 unchanged sentence

Net earnings attributable to Valmont Industries, Inc.

The combined financial information as of March 29, 2025 and December 28, 2024 was as follows:

The combined financial information as of June 28, 2025 and December 28, 2024 was as follows:

Dollars in thousands

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Non-current liabilities

As of March 29, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $67,723 and $90,938, respectively.

As of March 29, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $255,914 and $243,465, respectively.

As of June 28, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $56,886 and $90,938, respectively.

As of June 28, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $281,343 and $243,465, respectively.

Selected Financial Measures

The leverage ratio is a key financial metric we use to assess our maximum borrowing capacity.

It is defined as the ratio of (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b) Adjusted EBITDA.

It is defined as the ratio of (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b)

Adjusted EBITDA.

In the event of an acquisition or divestiture, Adjusted EBITDA is calculated on a pro forma basis, reflecting the transaction as if it had occurred on the first day of the period.

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Additionally, they should not be interpreted as indicators of operating performance or liquidity.

The calculation of Adjusted EBITDA for the four fiscal quarters ended March 29, 2025 was as follows:

The calculation of Adjusted EBITDA for the four fiscal quarters ended June 28, 2025 was as follows:

Four fiscal quarters ended

3 unchanged sentences

Income tax expense

Impairment of long-lived assets

Deferred income taxes

3 unchanged sentences

Changes in assets and liabilities

Impairment of long-lived assets

Realignment charges

Other non-recurring charges

Pro forma divestitures adjustment

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Stock-based compensation

Impairment of long-lived assets

Realignment charges

Other non-recurring charges

Pro forma divestitures adjustment

Adjusted EBITDA

The calculation of the leverage ratio as of March 29, 2025 was as follows:

The calculation of the leverage ratio as of June 28, 2025 was as follows:

Dollars in thousands

5 unchanged sentences

FINANCIAL OBLIGATIONS AND COMMITMENTS

There were no material changes in the Company’s financial obligations and commitments during the thirteen weeks ended March 29, 2025.

There were no material changes in the Company’s financial obligations and commitments during the twenty-six weeks ended June 28, 2025.

For additional information on the Company’s financial obligations and commitments, refer to the “Cash Uses” section in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes in the Company’s critical accounting estimates during the thirteen weeks ended March 29, 2025.

There were no material changes in the Company’s critical accounting estimates during the twenty-six weeks ended June 28, 2025.

For additional information on the Company’s critical accounting estimates, refer to the “Critical Accounting Estimates” section in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Company’s market risk during the thirteen weeks ended March 29, 2025.

There were no material changes in the Company’s market risk during the twenty-six weeks ended June 28, 2025.

For additional information on the Company’s market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

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 2. Management’s Discussion and Analysis