What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-28 compared with 2025-07-31 · 158 added, 114 removed, 202 unchanged (57% of the section changed)

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Effective tax rate

Net earnings (loss) attrib.

Net earnings attrib.

to Valmont Industries, Inc.

Diluted earnings (loss) per share

Diluted earnings per share

Infrastructure

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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.

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

The increase was primarily driven by higher net sales in the Infrastructure segment, partially offset by lower net sales in the Agriculture segment.

Consolidated gross profit increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter improvement was largely attributable to higher sales volumes in the Infrastructure segment, particularly within the Utility and Telecommunications product lines, as well as higher average selling prices in the Agriculture segment.

For the first three quarters of fiscal 2025, lower sales in North America within the Agriculture segment more than offset gains in international markets.

Improved volumes and pricing in the Infrastructure segment also contributed to the overall increase in consolidated gross profit.

Consolidated selling, general, and administrative (“SG&A”) expenses was similar in the third quarter and slightly higher for the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The changes were primarily driven by higher credit loss expense, partially offset by lower compensation and incentive costs.

Consolidated operating income increased in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter increase was primarily due to improved pricing and higher volumes in the Infrastructure segment, partially offset by lower volumes in the Agriculture segment.

The first three quarters decline was primarily attributable 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

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Net Interest Expense

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.

Consolidated net interest expense decreased in the third quarter and first three quarters 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 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.

Our effective income tax rate in the third quarter and first three quarters of fiscal 2025 was 23.1% and 31.1%, respectively, as compared to 26.5% and 25.0% in the same periods of fiscal 2024.

The decrease in the effective tax rate for the third quarter of fiscal 2025 was primarily due to a more favorable geographic mix of earnings.

The increase in the effective tax rate for the first three quarters of fiscal 2025 was mainly attributable to goodwill impairment charges recorded during the period, for which no corresponding tax benefits were recognized.

Infrastructure Segment

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Operating income

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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.

Infrastructure segment sales increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

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

Foreign currency translation negatively impacted the first three quarters of fiscal 2025 results by approximately $4.5 million.

Regionally, Infrastructure segment sales increased in North America in both the third quarter and first three quarters 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 third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, reflecting favorable pricing and higher volumes.

This performance was supported by continued strong demand in the utility market driven by ongoing investments in energy transition and grid modernization.

L&T product line sales declined in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, driven by lower volumes in the Asia-Pacific region and softer market demand in North America.

A significant contributor to the decline was the divestiture of the extractive business in the fourth quarter of fiscal 2024.

Coatings product line sales increased in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, benefiting from healthy infrastructure demand.

Telecommunications product line sales increased significantly in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, supported by our quick-turn order strategy and alignment with carrier spending programs.

Solar product line sales declined significantly in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, largely due to lower volumes resulting from the Company’s strategic decision to exit select regional markets.

Infrastructure segment gross profit increased in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to higher volumes in the Utility and Telecommunications product lines, partially offset by lower volumes in the Solar product line.

Additionally, a slowdown of L&T markets outside of the U.S., among other factors, led to the recognition of approximately $6.0 million of slow moving inventory reserves.

Infrastructure segment SG&A expenses decreased in the third quarter of fiscal 2025 and increased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter decrease primarily reflected lower compensation and incentives costs, partially offset by higher credit loss expense of approximately $3.7 million.

The first three quarters increase primarily reflected higher credit loss expense of approximately $8.0 million, notably in the Solar product line in North America, partially offset by lower incentive costs.

Infrastructure segment operating income increased in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter increase was primarily attributable to higher pricing and volumes, and an improved global cost structure.

The first three quarters decline 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 higher SG&A expenses.

Agriculture Segment

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Operating income

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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.

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

These decreases were primarily due to 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.

In addition, average selling prices for irrigation equipment were similar for the quarter but declined slightly year-to-date, primarily due to a shift in product mix and increased competitive bidding activity in certain regions.

In international markets, Agriculture segment sales decreased in the third quarter of fiscal 2025 and increased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter decline was primarily driven by the timing of project sales in the Middle East and lower volumes in South America.

The first three quarters increase was driven by stronger project volumes in the Europe, Middle East, and Africa (“EMEA”) region and higher volumes in Brazil.

These gains were partially offset by unfavorable foreign currency translation impacts of approximately $10.0 million in the first three quarters of fiscal 2025.

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

We actively monitor these variables, including U.S.

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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.

Agriculture segment gross profit was similar in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

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

Agriculture segment SG&A increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The increase primarily reflected higher Brazil credit loss expense of approximately $11.0 million related to specific customer receivables, partially offset by lower compensation and incentive costs.

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

The third quarter decline was primarily due to lower volumes and increased expected customer credit loss expense.

The first three quarters decline was primarily driven by lower sales volumes in North America and one-time charges related to the agriculture solar business totaling $5.9 million.

In the third quarter and first three quarters of fiscal 2025, operating income in the Agriculture segment was also negatively impacted by $4.1 million and $8.0 million, respectively, primarily due to an increase in reserves related to an unfavorable Brazilian court ruling involving a former dealer.

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

Management cannot reasonably estimate the timing of a potential outcome, the amount of a potential outcome,

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).”

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.

Corporate SG&A expenses decreased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower compensation and incentive costs, partially offset by higher professional services fees.

In addition, the first three quarters of fiscal 2025 included realignment charges totaling $4.6 million.

LIQUIDITY AND CAPITAL RESOURCES

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

As of September 27, 2025, we had approximately $640.2 million of remaining capacity under the share repurchase program.

Since the program’s inception in May 2014, we have repurchased approximately 8.7 million shares for a total of $1.5 billion.

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

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.

As of September 27, 2025 and December 28, 2024, our accounts payable in the Condensed Consolidated Balance Sheets included $60.8 million and $45.6 million, respectively, related to the obligations under this program.

Sources of Financing

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

As of September 27, 2025, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

Senior Unsecured Notes

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

As of September 27, 2025, our senior unsecured notes consisted of:

● $450.0 million face value ($434.4 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044.

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Revolving Credit Facility

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.

Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of July 10, 2030.

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

An additional $400.0 million may be added to the facility, subject to lender commitments.

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

and Valmont Group Pty.

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;

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:

(a) term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, 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;

(b) the higher of

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plus, in each case, 0 to 62.5 basis points, depending on our credit rating;

(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 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.

Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 9 to 20 basis points, based on our credit rating.

As of September 27, 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 September 27, 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 $30.0 million, all of which were unused as of September 27, 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 June 28, 2025, we were in compliance with all covenants related to these debt agreements.

As of September 27, 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.

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

As of September 27, 2025, we held $226.1 million in cash, including $180.2 million in non-U.S.

subsidiaries.

Distributions of this foreign cash would incur tax liabilities.

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

As of September 27, 2025, we had liabilities of $1.5 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 twenty-six weeks ended June 28, 2025 and June 29, 2024:

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We are in negotiations to purchase shares owned by minority shareholders of two consolidated subsidiaries that are not wholly owned.

If completed, these transactions would result in the acquisition of the remaining associated redeemable noncontrolling interests.

We estimate that the related cash outflows could exceed $90.0 million and may occur during the fourth quarter of fiscal 2025.

The ultimate timing and amounts of these potential payments will depend on the outcome of the ongoing negotiations.

We expect our capital expenditures to be in the range of $140.0 million to $150.0 million for fiscal 2025.

The table below summarizes our cash flow information for the thirty-nine weeks ended September 27, 2025 and September 28, 2024:

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Net cash flows from financing activities

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 $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.

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $345.2 million in the first three quarters of fiscal 2025, as compared to $379.3 million in the same period of fiscal 2024.

The change in operating cash flows reflects unfavorable changes in working capital, including decreased customer receipts due to large down payments received in the third quarter of fiscal 2024.

This was partially offset by decreases in tax and interest payments, as well as a reduction in required pension contributions.

Cash flows for the first three quarters of fiscal 2025 and the first three quarters of fiscal 2024 were also impacted by severance payments totaling $5.5 million and $11.8 million, respectively, related to organizational realignment programs.

Investing Cash Flows – Cash used in investing activities totaled $104.3 million in the first three quarters of fiscal 2025, as compared to $55.1 million in the same period of fiscal 2024.

Investing activities in the first three quarters of fiscal 2025 primarily included capital spending of $104.2 million.

Investing activities in the first three quarters of fiscal 2024 primarily included capital spending of $53.8 million.

Financing Cash Flows – Cash used in financing activities totaled $186.2 million in the first three quarters of fiscal 2025, as compared to $325.9 million in the same period of fiscal 2024.

Our total interest-bearing debt was $755.7 million as of September 27, 2025 and $757.9 million as of December 28, 2024.

Financing activities in the first three quarters 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 $135.0 million, dividends paid of $39.1 million, the purchase of treasury shares of $125.8 million, the purchase of a redeemable noncontrolling interest of $14.6 million following the exercise of put options by the minority shareholders, and the net activity from stock option and incentive plans,

including the associated withholding payments, of $1.9 million.

Financing activities in the first three quarters of fiscal 2024 primarily consisted of borrowings on the revolving credit facility and short-term notes of $37.4 million, offset by principal repayments on our long-term debt and short-term borrowings of $249.9 million, dividends paid of $36.3 million, the repurchase of common stock of $55.1 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 $3.9 million.

Guarantor Summarized Financial Information

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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 and twenty-six weeks ended June 28, 2025 and June 29, 2024 was as follows:

The combined financial information for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 was as follows:

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Net earnings attributable to Valmont Industries, Inc.

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

The combined financial information as of September 27, 2025 and December 28, 2024 was as follows:

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Non-current liabilities

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.

As of September 27, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $92,038 and $90,938, respectively.

As of September 27, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $299,469 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.

5 unchanged sentences

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

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

The calculation of Adjusted EBITDA for the four fiscal quarters ended September 27, 2025 was as follows:

Four fiscal quarters ended

September 27,

Dollars in thousands

10 unchanged sentences

Realignment charges

Other non-recurring charges

Non-recurring non-cash charges

Pro forma divestitures adjustment

1 unchanged sentence

Four fiscal quarters ended

September 27,

Dollars in thousands

6 unchanged sentences

Realignment charges

Other non-recurring charges

Non-recurring non-cash charges

Pro forma divestitures adjustment

Adjusted EBITDA

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

The calculation of the leverage ratio as of September 27, 2025 was as follows:

September 27,

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 twenty-six weeks ended June 28, 2025.

There were no material changes in the Company’s financial obligations and commitments during the thirty-nine weeks ended September 27, 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 twenty-six weeks ended June 28, 2025.

The accounting policies described below involve significant judgments and estimates that are used in preparing our Consolidated Financial Statements.

Management exercises substantial judgment in determining these estimates, which are essential to our financial reporting.

The key areas that involve such estimates include impairments of goodwill and other intangible assets, income taxes, revenue recognition for product lines recognized over time, and inventory obsolescence.

These estimates are based on our past experiences and other assumptions that we believe to be reasonable given the circumstances.

We continually re-evaluate these estimates as circumstances evolve, understanding that actual results may differ due to changes in assumptions or conditions.

To ensure accuracy and transparency in our financial reporting, the selection and application of our critical accounting policies are reviewed annually by our Audit Committee.

Other than the below, there were no material changes in the Company’s critical accounting estimates during the thirty-nine weeks ended September 27, 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.

Impairment of Goodwill and Other Intangible Assets

We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process.

For the fiscal 2025 annual goodwill impairment test, we estimated the fair value of the eleven reporting units with recorded goodwill using a discounted cash flow model.

This model factors in projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value.

Additionally, we perform sensitivity analyses to assess the impact of changes in key assumptions, such as discount rates and cash flow forecasts, on the valuation of the reporting units.

For fiscal 2025 annual testing, no reporting units had a fair value lower than their carrying value.

However, in the second quarter of fiscal 2025, we identified triggering events that required interim goodwill impairment testing for certain reporting units within the Infrastructure segment, resulting in impairments totaling $64.9 million.

For fiscal 2024, no reporting units had a fair value lower than their carrying value.

Our reporting units are cyclical, and their sales and profitability may fluctuate from year to year.

For our APAC Highway Safety and EMEA Structures reporting units, with a combined goodwill of approximately $43.6 million, the amount of cushion or excess fair value above their carrying values was less than or approximately 15%.

We believe these reporting units will generate positive cash flows that exceed their current carrying values, and we will continue to monitor their growth prospects and opportunities for continuous improvement.

We actively monitor the global economy for potential factors that could impact the operating results of our reporting units.

Should adverse conditions arise, we will conduct an impairment test for any affected reporting units prior to our annual testing.

When evaluating reporting units, we focus on their long-term prospects, recognizing that current performance may not always be indicative of future value, which requires management judgment, particularly regarding cash flow projections.

Our indefinite-lived intangible assets primarily consist of trade names, which are tested separately from goodwill.

We use the relief-from-royalty method to value these assets, calculating the potential royalty a third party might pay to use the trade name, which is then discounted to present value and tax-effected.

For fiscal 2025 annual testing, the fair value of our trade names exceeded their carrying value.

However, in the second quarter of fiscal 2025, we performed an interim test on certain indefinite-lived trade names and one trade name’s carrying value exceeded its fair value, resulting in a $4.8 million impairment within the Infrastructure segment.

For fiscal 2024, the fair value of our trade names exceeded their carrying value.

Additionally, in the second quarter of fiscal 2025, due to identified impairment indicators, we tested the recoverability of an amortizing customer relationship intangible asset in the Agriculture segment.

We determined the asset’s carrying value exceeded its total undiscounted estimated future cash flows.

As a result, we recognized a $1.4 million impairment within the Agriculture segment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

There were no material changes in the Company’s market risk during the thirty-nine weeks ended September 27, 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