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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-31429

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-0351813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15000 Valmont Plaza,
Omaha, Nebraska	68154
(Address of principal executive offices)	(Zip Code)

(402) 963-1000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		VMI		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐

Non-accelerated filer ☐Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of July 25, 2025, there were 19,738,494 shares of the registrant’s common stock outstanding.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024	4
	Condensed Consolidated Balance Sheets as of June 28, 2025 and December 28, 2024	5
	Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 28, 2025 and June 29, 2024	6
	Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	36
Item 6.	Exhibits	36

Signatures		37

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

(Unaudited)


	Thirteen weeks ended				Twenty-six weeks ended
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Product sales	$	943,371	$	928,479	$	1,817,860	$	1,803,157
Service sales		107,177		111,258		202,002		214,408
Net sales		1,050,548		1,039,737		2,019,862		2,017,565
Product cost of sales		669,029		651,731		1,290,072		1,256,946
Service cost of sales		60,352		67,724		117,521		134,121
Total cost of sales		729,381		719,455		1,407,593		1,391,067
Gross profit		321,167		320,282		612,269		626,498
Selling, general, and administrative expenses		191,670		172,974		354,458		347,637
Impairment of long-lived assets		91,337		—		91,337		—
Realignment charges		8,884		—		8,884		—
Operating income		29,276		147,308		157,590		278,861
Other income (expenses):
Interest expense		(10,543)		(15,846)		(20,658)		(32,067)
Interest income		1,568		1,499		4,962		3,278
Gain on deferred compensation investments		2,384		525		1,543		1,956
Other		(3,675)		(1,250)		(6,405)		(1,355)
Total other expenses		(10,266)		(15,072)		(20,558)		(28,188)
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries		19,010		132,236		137,032		250,673
Income tax expense (benefit):
Current		35,275		40,961		55,635		60,605
Deferred		(12,995)		(9,894)		(2,556)		450
Total income tax expense		22,280		31,067		53,079		61,055
Earnings (loss) before equity in loss of nonconsolidated subsidiaries		(3,270)		101,169		83,953		189,618
Equity in loss of nonconsolidated subsidiaries		(21)		(19)		(581)		(39)
Net earnings (loss)		(3,291)		101,150		83,372		189,579
Earnings attributable to redeemable noncontrolling interests		(729)		(1,434)		(131)		(2,041)
Net earnings (loss) attributable to Valmont Industries, Inc.	$	(4,020)	$	99,716	$	83,241	$	187,538
Net earnings (loss) attributable to Valmont Industries, Inc. per share:
Basic	$	(1.53)	$	4.94	$	2.86	$	9.29
Diluted		(1.53)		4.91		2.84		9.24

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Thirteen weeks ended				Twenty-six weeks ended
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Net earnings (loss)	$	(3,291)	$	101,150	$	83,372	$	189,579
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain (loss)		37,347		(18,768)		59,589		(40,186)
Hedging activities:
Unrealized gain (loss) on commodity hedges		760		(1,498)		857		(2,059)
Realized loss (gain) on commodity hedges included in net earnings		(630)		298		297		(419)
Unrealized gain (loss) on cross currency swaps		(4,966)		816		(6,306)		1,011
Amortization cost included in interest expense		(12)		(12)		(24)		(24)
Total hedging activities		(4,848)		(396)		(5,176)		(1,491)
Net realized loss on defined benefit pension plan		356		381		694		762
Total other comprehensive income (loss), net of tax		32,855		(18,783)		55,107		(40,915)
Comprehensive income		29,564		82,367		138,479		148,664
Comprehensive income attributable to redeemable noncontrolling interests		(2,009)		(1,269)		(987)		(1,719)
Comprehensive income attributable to Valmont Industries, Inc.	$	27,555	$	81,098	$	137,492	$	146,945

See accompanying Notes to Condensed Consolidated Financial Statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

(Unaudited)


	June 28,		December 28,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	208,533	$	164,315
Receivables, less allowance of $30,783 and $30,408, respectively		665,882		654,360
Inventories		581,360		590,263
Contract assets		194,559		187,257
Prepaid expenses and other current assets		93,394		87,197
Total current assets		1,743,728		1,683,392
Property, plant, and equipment, at cost		1,578,722		1,502,017
Less accumulated depreciation		(957,047)		(913,045)
Property, plant, and equipment, net		621,675		588,972
Goodwill		571,684		623,847
Other intangible assets, net		126,641		134,082
Defined benefit pension asset		52,754		46,520
Other non-current assets		228,902		253,159
Total assets	$	3,345,384	$	3,329,972

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	623	$	692
Notes payable to banks		—		1,669
Accounts payable		385,328		372,197
Accrued employee compensation and benefits		106,698		143,028
Contract liabilities		132,412		126,932
Other accrued expenses		145,174		132,379
Income taxes payable		25,937		22,509
Dividends payable		13,418		12,019
Total current liabilities		809,590		811,425
Deferred income taxes		4,817		6,344
Long-term debt, excluding current installments		730,039		729,941
Operating lease liabilities		130,431		134,534
Deferred compensation		34,715		33,302
Other non-current liabilities		22,775		20,813
Total liabilities		1,732,367		1,736,359
Redeemable noncontrolling interests		84,062		51,519
Shareholders’ equity:
Common stock of $1 par value, authorized 75,000,000 shares; issued 27,900,000 shares		27,900		27,900
Retained earnings		2,956,362		2,940,838
Accumulated other comprehensive loss		(278,524)		(332,775)
Treasury stock		(1,176,783)		(1,093,869)
Total shareholders’ equity		1,528,955		1,542,094
Total liabilities, redeemable noncontrolling interests, and shareholders’ equity	$	3,345,384	$	3,329,972

See accompanying Notes to Condensed Consolidated Financial Statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Twenty-six weeks ended
	June 28,		June 29,
	2025		2024
Cash flows from operating activities:
Net earnings	$	83,372	$	189,579
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization		43,781		46,526
Contribution to defined benefit pension plan		(1,492)		(18,009)
Impairment of long-lived assets		91,337		—
Stock-based compensation		13,377		14,108
Net periodic pension cost		529		317
Loss on sale of property, plant, and equipment		81		315
Equity in loss of nonconsolidated subsidiaries		581		39
Deferred income taxes		(2,556)		450
Changes in assets and liabilities:
Receivables		8,263		(62,930)
Inventories		22,423		14,800
Contract assets		(7,257)		(16,141)
Prepaid expenses and other assets (current and non-current)		9,909		(9,784)
Accounts payable		(649)		1,224
Contract liabilities (current and non-current)		(17)		(47)
Accrued expenses		(31,431)		(28,388)
Income taxes payable		(2,248)		22,961
Other non-current liabilities		4,736		(877)
Net cash flows from operating activities		232,739		154,143
Cash flows from investing activities:
Purchases of property, plant, and equipment		(62,306)		(33,328)
Proceeds from sales of assets		724		226
Other, net		(2,737)		(3,402)
Net cash flows from investing activities		(64,319)		(36,504)
Cash flows from financing activities:
Proceeds from short-term borrowings		2,840		6,093
Repayments on short-term borrowings		(4,492)		(7,368)
Proceeds from long-term borrowings		130,000		15,009
Principal repayments on long-term borrowings		(130,358)		(105,349)
Proceeds from settlement of financial derivatives		—		2,711
Dividends paid		(25,667)		(24,239)
Dividends to redeemable noncontrolling interests		(233)		(664)
Purchases of redeemable noncontrolling interests		—		(17,745)
Repurchases of common stock		(100,007)		(14,941)
Proceeds from exercises under stock plans		3,107		4,333
Tax withholdings on exercises under stock plans		(6,940)		(8,715)
Other, net		527		—
Net cash flows from financing activities		(131,223)		(150,875)
Effect of exchange rate changes on cash and cash equivalents		7,021		(6,663)
Net change in cash and cash equivalents		44,218		(39,899)
Cash and cash equivalents—beginning of period		164,315		203,041
Cash and cash equivalents—end of period	$	208,533	$	163,142

Supplemental disclosures of cash flow information:
Interest paid	$	19,631	$	31,528
Income taxes paid		55,494		41,071

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND REDEEMABLE NONCONTROLLING INTERESTS

(Dollars in thousands, except per-share amounts)

(Unaudited)


							Accumulated
			Additional				other				Total		Redeemable
	Common		paid-in		Retained		comprehensive		Treasury		shareholders’		noncontrolling
	stock		capital		earnings		loss		stock		equity		interests
Balance as of December 28, 2024	$	27,900	$	—	$	2,940,838	$	(332,775)	$	(1,093,869)	$	1,542,094	$	51,519
Net earnings (loss)		—		—		87,261		—		—		87,261		(598)
Other comprehensive income (loss), net of tax		—		—		—		22,676		—		22,676		(424)
Cash dividends declared ($0.68 per share)		—		—		(13,647)		—		—		(13,647)		—
Dividends to redeemable noncontrolling interests		—		—		—		—		—		—		(698)
Fair value adjustment on redeemable noncontrolling interests		—		—		(7,100)		—		—		(7,100)		7,100
Stock option and incentive plans		—		—		(8,306)		—		12,024		3,718		—
Balance as of March 29, 2025	$	27,900	$	—	$	2,999,046	$	(310,099)	$	(1,081,845)	$	1,635,002	$	56,899
Net earnings (loss)		—		—		(4,020)		—		—		(4,020)		729
Other comprehensive income, net of tax		—		—		—		31,575		—		31,575		1,280
Cash dividends declared ($0.68 per share)		—		—		(13,419)		—		—		(13,419)		—
Fair value adjustment on redeemable noncontrolling interests		—		—		1,089		—		—		1,089		(1,089)
Change in redemption value of noncontrolling interests		—		—		(26,243)		—		—		(26,243)		26,243
Repurchases of common stock; 357,979 shares acquired		—		—		—		—		(100,855)		(100,855)		—
Stock option and incentive plans		—		—		(91)		—		5,917		5,826		—
Balance as of June 28, 2025	$	27,900	$	—	$	2,956,362	$	(278,524)	$	(1,176,783)	$	1,528,955	$	84,062


							Accumulated
			Additional				other				Total		Redeemable
	Common		paid-in		Retained		comprehensive		Treasury		shareholders’		noncontrolling
	stock		capital		earnings		loss		stock		equity		interests
Balance as of December 30, 2023	$	27,900	$	—	$	2,643,606	$	(273,236)	$	(1,043,990)	$	1,354,280	$	62,792
Net earnings		—		—		87,822		—		—		87,822		607
Other comprehensive loss, net of tax		—		—		—		(21,975)		—		(21,975)		(157)
Cash dividends declared ($0.60 per share)		—		—		(12,113)		—		—		(12,113)		—
Purchases of redeemable noncontrolling interests		—		(147)		—		—		—		(147)		(17,598)
Dividends to redeemable noncontrolling interests		—		—		—		—		—		—		(664)
Repurchases of common stock; 96,224 shares acquired		—		21,074		—		—		(21,124)		(50)		—
Stock option and incentive plans		—		(15,259)		—		—		16,733		1,474		—
Balance as of March 30, 2024	$	27,900	$	5,668	$	2,719,315	$	(295,211)	$	(1,048,381)	$	1,409,291	$	44,980
Net earnings		—		—		99,716		—		—		99,716		1,434
Other comprehensive loss, net of tax		—		—		—		(18,618)		—		(18,618)		(165)
Cash dividends declared ($0.60 per share)		—		—		(12,098)		—		—		(12,098)		—
Repurchases of common stock; 59,186 shares acquired		—		—		—		—		(15,061)		(15,061)		—
Stock option and incentive plans		—		(533)		—		—		8,784		8,251		—
Balance as of June 29, 2024	$	27,900	$	5,135	$	2,806,933	$	(313,829)	$	(1,054,658)	$	1,471,481	$	46,249

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc. and its controlled subsidiaries (collectively, “Valmont” or the “Company”). Investments in affiliates and joint ventures, where the Company exercises significant influence but lacks control or is not the primary beneficiary, are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation.

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and have not been audited. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the results for all periods presented.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Inventories

Inventory is valued at the lower of cost (determined using the first-in, first-out method) or net realizable value. Finished and manufactured goods inventories include the costs of acquired raw materials and the related factory labor and overhead charges required to convert raw materials into finished and manufactured goods.

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


	June 28,		December 28,
	2025		2024
Raw materials and purchased parts	$	248,329	$	231,811
Work in process		37,978		35,466
Finished and manufactured goods		295,053		322,986
Total inventories	$	581,360	$	590,263

Geographical Markets

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
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
United States	$	78,135	$	94,731	$	173,118	$	180,943
Foreign		(59,125)		37,505		(36,086)		69,730
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries	$	19,010	$	132,236	$	137,032	$	250,673

Pension Cost

The Company incurs expenses related to the Delta Pension Plan (“DPP”). The DPP was acquired as part of the Delta PLC acquisition in fiscal 2010 and has no members who are active employees. Key assumptions used to measure the pension expenses and benefit obligations include the discount rate, expected return on plan assets, and estimated future inflation rates.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

These assumptions are based on historical experience and current conditions. An actuarial analysis is performed to measure the expense and liability associated with the pension cost.

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


	Thirteen weeks ended				Twenty-six weeks ended
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Interest cost	$	5,721	$	5,242	$	11,166	$	10,484
Expected return on plan assets		(5,924)		(5,591)		(11,562)		(11,183)
Amortization of prior service costs		135		127		264		254
Amortization of net actuarial loss		339		381		661		762
Net periodic pension cost	$	271	$	159	$	529	$	317

Stock Plans

The Company administers stock-based compensation plans that have been approved by its shareholders. Under these plans, the Human Resources Committee of the Board of Directors is authorized to grant various types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and common stock bonuses. As of 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. Options vest beginning on the first anniversary of the grant date, either in equal amounts over three years or fully on the grant’s fifth anniversary. The expiration of grants ranges from seven to ten years from the date of the award. Restricted stock units and awards typically vest in equal installments over three or four years, beginning on the first anniversary of the grant.

For the thirteen 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
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Stock-based compensation	$	6,166	$	6,925	$	13,377	$	14,108
Income tax benefits		1,541		1,731		3,344		3,527

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”). ASC 820 defines fair value and establishes a framework for its measurement. Its provisions also apply to other accounting guidelines that require or allow fair value measurements. According to ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a three-level hierarchy for fair value measurements, which is based on the transparency of inputs used to value an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use when pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

●

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

●

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

●

Level 3: Unobservable inputs for the asset or liability.

The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following are the valuation methodologies used for assets and liabilities measured at fair value:

Deferred Compensation Investments: The Company’s deferred compensation investments include mutual funds invested in debt and equity securities in the Valmont Deferred Compensation Plan. Quoted market prices are available for these securities in an active market. The investments are included in “Other non-current assets” in the Condensed Consolidated Balance Sheets.

Derivative Financial Instruments: The fair values of foreign currency, commodity, and cross-currency swap derivative contracts are based on valuation models that use market-observable inputs, including forward and spot prices for commodities and currencies.

Mutual Funds: The Company has short-term investments in various mutual funds.


	Carrying Value		Fair Value Measurement Using:
	June 28, 2025		Level 1		Level 2		Level 3
Deferred compensation investments	$	28,308	$	28,308	$	—	$	—
Derivative financial instruments, net		(5,380)		—		(5,380)		—
Cash and cash equivalents—mutual funds		10,322		10,322		—		—


	Carrying Value		Fair Value Measurement Using:
	December 28, 2024		Level 1		Level 2		Level 3
Deferred compensation investments	$	27,379	$	27,379	$	—	$	—
Derivative financial instruments, net		1,320		—		1,320		—
Cash and cash equivalents—mutual funds		11,063		11,063		—		—

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

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.

Leases

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

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:


	June 28,		December 28,
	2025		2024
Foreign currency translation adjustments	$	(247,426)	$	(306,159)
Hedging activities		16,174		21,350
Defined benefit pension plan		(47,272)		(47,966)
Accumulated other comprehensive loss	$	(278,524)	$	(332,775)

Revenue Recognition

The Company evaluates each customer contract to determine the appropriate revenue recognition model based on its type, terms, and conditions. All contracts are fixed price, excluding sales tax from revenue, and do not include variable consideration. Discounts, primarily for early payments, reduce net sales in the period the sale is recognized. Contract revenues are classified as “Product sales” when the performance obligation involves manufacturing and selling goods, and as “Service sales” when the performance obligation involves providing a service. Service revenue is primarily associated with the Coatings product line and the Technology Products and Services product line.

Customer acceptance provisions generally apply only during the design stage, although the Company may agree to other acceptance terms on a limited basis. Customers must approve the design before manufacturing begins and products are delivered. The Company does not earn compensation solely for product design and does not consider design services a separate performance obligation; as such, no revenue is recognized for design services. Customers do not have general rights of return after delivery, and the Company establishes provisions for estimated warranties.

Shipping and handling costs are included in cost of sales, with freight considered a fulfillment obligation rather than a separate performance obligation. Freight expenses are recognized proportionally as the structure is manufactured, in line with revenue recognized from the associated customer contract over time. Except for the Utility, Solar, and Telecommunications product lines, inventory is interchangeable among the various customers within each segment. The Company has elected not to disclose partially satisfied performance obligations at the end of the reporting period for contracts with an original expected duration of one year or less. If payment is expected within one year of transferring control of goods or services, the Company does not adjust contract consideration for any significant financing component.

Most customers are invoiced upon shipment or delivery of goods to their specified locations. Contract assets are recognized as revenue is earned over time and are reduced when the customer is invoiced. As of 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 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 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.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

●

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

Infrastructure Segment

Steel and concrete structures within the Utility and Telecommunications product lines are custom engineered to customer specifications. This customization limits the ability to resell the structures if an order is canceled after production begins. The continuous transfer of control to the customer is supported by contractual termination clauses or rights to payment for work performed to date, including a reasonable profit, as these products do not have alternative uses for the Company. As control is transferred over time, revenue is recognized based on progress toward completion of the performance obligation.

The method used to measure progress requires judgment. Revenue for structures in the Utility and Telecommunications product lines is typically recognized using an input-based method, measuring progress by the ratio of production hours incurred to total estimated hours required. The resulting completion percentage is applied to the total revenue and estimated costs of the order to determine reported revenue, cost of sales, and gross profit. Once production of an order begins, orders are generally completed within three months.

Revenue for the Solar product line is recognized upon shipment or delivery, based on contract terms. In certain Utility product line sales, the Company engages external sales agents and recognizes estimated commissions owed to these agents proportionately as the goods are manufactured.

Revenue from structures sold in the Lighting and Transportation product line, as well as most Telecommunications products, is recognized upon shipment or delivery of goods to the customer, aligning with the billing date. Some large regional customers may have unique specifications for telecommunication structures. When a customer contract includes a cancellation clause that requires payment for completed work plus a reasonable margin, revenue is recognized over time based on hours worked as a percentage of the total estimated hours to complete production.

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

Agriculture Segment

Revenue from irrigation equipment, related parts, services, and tubular products for industrial customers is typically recognized upon shipment, aligning with the billing date. Remote monitoring subscription services within the Technology Products and Services product line are primarily billed annually, with revenue recognized on a straight-line basis over the contract period.

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

Supplier Finance Program

In fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program. This program allows qualifying suppliers to sell their receivables from the Company to the financial institution. These suppliers negotiate directly with the financial institution regarding their outstanding receivables, while the Company’s rights and obligations to suppliers remain unaffected. The Company has no economic interest in a supplier’s

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decision to participate in the program. Once a supplier opts into the program, they select which individual invoices from the Company to sell to the financial institution. The Company is obligated to pay the negotiated invoice amount to the financial institution on the due date, regardless of whether the supplier has sold the individual invoice.

For any invoices not sold under the supplier finance program, the financial institution pays the supplier on the invoice’s due date. The invoice amounts and scheduled payment terms remain unchanged, regardless of whether the supplier decides to sell under these arrangements. Payments related to these obligations are included in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows. As of 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:


	June 28,		December 28,
	2025		2024
Confirmed obligations outstanding—beginning of period	$	45,602	$	41,916
Invoices confirmed		124,025		216,731
Confirmed invoices paid		(114,500)		(213,045)
Confirmed obligations outstanding—end of period	$	55,127	$	45,602

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features that are not solely within the Company’s control are classified as redeemable noncontrolling interests. The Company has redeemable noncontrolling interests in certain entities. A noncontrolling interest holder can require the Company to purchase their remaining ownership, referred to as a put right. Likewise, the Company can require a noncontrolling interest holder to sell the Company their remaining ownership, known as a call option. The redemption amount and effective date of these rights vary according to the applicable operating agreements, with some redeemable at fair value and some redeemable at amounts other than fair value.

As a result of these redemption features, the Company records the noncontrolling interests as redeemable and classifies the balances in temporary equity in the Condensed Consolidated Balance Sheets, initially at their acquisition-date fair values. The Company adjusts the redeemable noncontrolling interests each reporting period for the net earnings (loss) attributable to the noncontrolling interests and any applicable redemption value adjustments. Redemption value adjustments are offset against retained earnings. 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.

Treasury Stock

Repurchased shares are recorded as “Treasury stock” and result in a reduction of “Shareholders’ equity” in the Condensed Consolidated Balance Sheets. When treasury shares are reissued, the Company applies the last-in, first-out

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

The Company’s capital allocation philosophy includes a share repurchase program. In May 2014, the Company authorized the repurchase of up to $500,000 of the Company’s outstanding common stock over a twelve-month period, at prevailing market prices, either through open market or privately negotiated transactions. The Board subsequently expanded this authorization in February 2015 and October 2018, each time adding $250,000 with no expiration date. In February 2023, the Board increased the program by an additional $400,000. In February 2025, the Board increased the amount authorized under the program by an additional $700,000, with no stated expiration date, bringing the total authorization to $2,100,000. As of June 28, 2025, the Company had repurchased 8,593,676 shares for approximately $1,433,968 under this program.

Income Taxes

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

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update is intended to improve transparency and usefulness in income tax disclosures, particularly in areas such as rate reconciliation and reporting of income taxes paid. The guidance will be 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.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update aims to enhance expense disclosures by providing more detailed information on the types of expenses within commonly presented categories. The guidance is effective on both a prospective and retrospective basis for the fiscal year ending December 25, 2027, with early adoption permitted. The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

(2) ACQUISITIONS

Acquisitions of Redeemable Noncontrolling Interests

In the first quarter of fiscal 2024, the Company acquired an additional approximately 9% ownership interest of ConcealFab, Inc. for $7,227 and the remaining ownership interest of Valmont Substations, LLC for $10,518. 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.

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(3) DIVESTITURES

On November 25, 2024, the Company completed the sale of George Industries, a coatings and anodizing company in California, which was reported in the Infrastructure segment. The Company received net proceeds of $500 from this sale. In the fourth quarter of fiscal 2024, a pre-tax loss of $2,779 was recognized in “Other income (expenses)” in the Consolidated Statements of Earnings.

On October 31, 2024, the Company completed the sale of its extractive business, which included the manufacturing and distribution of screening products to the mining and quarrying sectors in Australia and New Zealand, which was reported in the Infrastructure segment. The Company received net proceeds of $5,042 Australian dollars ($3,330 U.S. dollars) at closing, with an additional $1,800 Australian dollars ($1,172 U.S. dollars) to be received through two payments. The first payment was received in the first quarter of fiscal 2025, and the second payment is expected to be received in the second quarter of fiscal 2026. In the fourth quarter of fiscal 2024, a pre-tax loss of $2,567 Australian dollars ($1,695 U.S. dollars) was recognized in “Other income (expenses)” in the Consolidated Statements of Earnings.

(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		Agriculture		Corporate		Total
Severance and other employee benefit costs	$	2,336	$	2,886	$	4,572	$	9,794

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

Balance as of

Recognized

Costs Paid or

Balance as of

December 28,

Realignment

Otherwise

June 28,

2024

Expense

Settled

2025

Severance and other employee benefit costs

—

9,794

(1,002)

8,792

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(5) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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


	Infrastructure		Agriculture		Total
Gross balance as of December 28, 2024	$	470,988	$	322,241	$	793,229
Accumulated impairment losses		(49,382)		(120,000)		(169,382)
Balance as of December 28, 2024		421,606		202,241		623,847
Impairment		(64,869)		—		(64,869)
Foreign currency translation		11,809		897		12,706
Balance as of June 28, 2025	$	368,546	$	203,138	$	571,684


	Infrastructure		Agriculture		Total
Gross balance as of June 28, 2025	$	482,797	$	323,138	$	805,935
Accumulated impairment losses		(114,251)		(120,000)		(234,251)
Balance as of June 28, 2025	$	368,546	$	203,138	$	571,684

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


	June 28, 2025				December 28, 2024
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizing intangible assets:
Customer relationships	$	219,703	$	161,425	$	230,063	$	166,516
Patents and proprietary technology		28,114		15,500		26,225		13,829
Trade names		20		19		2,870		2,654
Other		594		532		4,430		4,245
Non-amortizing intangible assets:
Trade names		55,686		—		57,738		—
	$	304,117	$	177,476	$	321,326	$	187,244

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

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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				Twenty-six weeks ended
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Net earnings (loss) attributable to Valmont Industries, Inc.
Net earnings (loss) attributable to Valmont Industries, Inc.	$	(4,020)	$	99,716	$	83,241	$	187,538
Change in redemption value of redeemable noncontrolling interests		(26,243)		—		(26,243)		—
Net earnings (loss) attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests	$	(30,263)	$	99,716	$	56,998	$	187,538
Weighted average shares outstanding (in thousands):
Basic		19,809		20,175		19,928		20,182
Dilutive effect of various stock awards		—		117		135		125
Diluted		19,809		20,292		20,063		20,307
Net earnings (loss) attributable to Valmont Industries, Inc. per share:
Basic	$	(1.53)	$	4.94	$	2.86	$	9.29
Dilutive effect of various stock awards		—		(0.03)		(0.02)		(0.05)
Diluted	$	(1.53)	$	4.91	$	2.84	$	9.24

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

The Company manages risks related to interest rates, commodity prices, and foreign currency, particularly those arising from foreign currency denominated transactions and investments in foreign subsidiaries. To address these risks, the Company may use derivative financial instruments. Depending on their classification, some derivatives are marked to market and recorded in the Company’s Condensed Consolidated Statements of Operations, while others are accounted for as fair value, cash flow, or net investment hedges.

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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 June 28, 2025 and December 28, 2024 was as follows:


	Condensed Consolidated	June 28,		December 28,
Derivatives designated as hedging instruments:	Balance Sheets location	2025		2024
Commodity contracts	Prepaid expenses and other current assets	$	2,032	$	617
Commodity contracts	Other accrued expenses		—		(371)
Cross-currency swap contracts	Prepaid expenses and other current assets		—		1,074
Cross-currency swap contracts	Other accrued expenses		(7,412)		—
		$	(5,380)	$	1,320

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	June 28,		June 29,		June 28,		June 29,
Derivatives designated as hedging instruments:	Operations location	2025		2024		2025		2024
Commodity contracts	Product cost of sales	$	840	$	(397)	$	(396)	$	559
Interest rate hedge amortization	Interest expense		(16)		(16)		(32)		(32)
Cross-currency swap contracts	Interest expense		292		306		573		686
		$	1,116	$	(107)	$	145	$	1,213

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 Operations in the period in which the hedged items are consumed. As of June 28, 2025, the details of these contracts were as follows:


	Notional		Total
Commodity Type	Amount		Purchase Quantity	Maturity Dates
Hot-rolled coil steel	$	16,855	20,500 short tons	June 2025 to December 2025
Natural gas		566	148,000 MMBtu	July 2025 to March 2026
Ultra-low-sulfur diesel fuel		12,303	5,544,000 gallons	June 2025 to June 2027
Zinc		7,791	2,880 metric tons	January 2026 to December 2027

Net Investment Hedges

To manage foreign currency risk associated with its euro investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”). These swaps convert U.S. dollar-denominated principal and interest payments on a portion of its 5.00% senior unsecured notes due in 2044 into euro‑denominated payments. Interest payments are exchanged biannually on April 1 and October 1.

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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 June 28, 2025 were as follows:


	Notional			Swapped	Settlement
Currency	Amount		Termination Date	Interest Rate	Amount
Euro	$	80,000	April 1, 2029	3.461%	€	74,509

In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered in fiscal 2019, receiving proceeds of $2,711. These proceeds will remain in AOCI until the related subsidiaries are sold or substantially liquidated.

(8) BUSINESS SEGMENTS AND RELATED REVENUE INFORMATION

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The CODM uses operating income as the profit measure to evaluate segment performance and allocate resources across segments. Segment selling, general, and administrative expenses include certain corporate expense allocations, typically based on employee headcounts and sales volumes. For segment reporting purposes, the Company excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes from operating income.

The reportable segments are as follows:

Infrastructure: This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, 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		Agriculture		Consolidated
Sales	$	765,525	$	289,420	$	1,054,945
Intersegment sales		(2,433)		(1,964)		(4,397)
Net sales		763,092		287,456		1,050,548
Cost of sales		535,209		194,172		729,381
Gross profit		227,883		93,284		321,167
Selling, general, and administrative expenses (a)		111,187		52,366		163,553
Impairment of long-lived assets		89,356		1,981		91,337
Realignment charges		1,426		2,886		4,312
Segment operating income	$	25,914	$	36,051		61,965
Unallocated corporate expenses						28,117
Corporate realignment charges						4,572
Total operating income					$	29,276

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	Twenty-six weeks ended June 28, 2025
	Infrastructure		Agriculture		Consolidated
Sales	$	1,471,746	$	556,691	$	2,028,437
Intersegment sales		(5,163)		(3,412)		(8,575)
Net sales		1,466,583		553,279		2,019,862
Cost of sales		1,025,825		381,768		1,407,593
Gross profit		440,758		171,511		612,269
Selling, general, and administrative expenses (a)		206,850		94,356		301,206
Impairment of long-lived assets		89,356		1,981		91,337
Realignment charges		1,426		2,886		4,312
Segment operating income	$	143,126	$	72,288		215,414
Unallocated corporate expenses						53,252
Corporate realignment charges						4,572
Total operating income					$	157,590


	Thirteen weeks ended June 29, 2024
	Infrastructure		Agriculture		Consolidated
Sales	$	762,742	$	281,703	$	1,044,445
Intersegment sales		(2,312)		(2,396)		(4,708)
Net sales		760,430		279,307		1,039,737
Cost of sales		528,027		191,428		719,455
Gross profit		232,403		87,879		320,282
Selling, general, and administrative expenses (a)		98,822		47,908		146,730
Segment operating income	$	133,581	$	39,971		173,552
Unallocated corporate expenses						26,244
Total operating income					$	147,308


	Twenty-six weeks ended June 29, 2024
	Infrastructure		Agriculture		Consolidated
Sales	$	1,486,356	$	540,438	$	2,026,794
Intersegment sales		(5,193)		(4,036)		(9,229)
Net sales		1,481,163		536,402		2,017,565
Cost of sales		1,031,143		359,924		1,391,067
Gross profit		450,020		176,478		626,498
Selling, general, and administrative expenses (a)		198,575		95,534		294,109
Segment operating income	$	251,445	$	80,944		332,389
Unallocated corporate expenses						53,528
Total operating income					$	278,861

(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.

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	Thirteen weeks ended June 28, 2025
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical market:
North America	$	616,436	$	142,482	$	(4,329)	$	754,589
International		149,089		146,938		(68)		295,959
Total sales	$	765,525	$	289,420	$	(4,397)	$	1,050,548

Product line:
Utility	$	350,416	$	—	$	—	$	350,416
Lighting and Transportation		217,985		—		—		217,985
Coatings		90,789		—		(2,365)		88,424
Telecommunications		82,075		—		—		82,075
Solar		24,260		—		(68)		24,192
Irrigation Equipment and Parts		—		263,536		(1,964)		261,572
Technology Products and Services		—		25,884		—		25,884
Total sales	$	765,525	$	289,420	$	(4,397)	$	1,050,548


	Twenty-six weeks ended June 28, 2025
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical market:
North America	$	1,193,633	$	279,958	$	(8,441)	$	1,465,150
International		278,113		276,733		(134)		554,712
Total sales	$	1,471,746	$	556,691	$	(8,575)	$	2,019,862

Product line:
Utility	$	694,681	$	—	$	—	$	694,681
Lighting and Transportation		410,556		—		—		410,556
Coatings		173,146		—		(5,029)		168,117
Telecommunications		152,014		—		—		152,014
Solar		41,349		—		(134)		41,215
Irrigation Equipment and Parts		—		506,267		(3,412)		502,855
Technology Products and Services		—		50,424		—		50,424
Total sales	$	1,471,746	$	556,691	$	(8,575)	$	2,019,862


	Thirteen weeks ended June 29, 2024
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical market:
North America	$	582,143	$	161,310	$	(4,686)	$	738,767
International		180,599		120,393		(22)		300,970
Total sales	$	762,742	$	281,703	$	(4,708)	$	1,039,737

Product line:
Utility	$	332,395	$	—	$	—	$	332,395
Lighting and Transportation		234,254		—		—		234,254
Coatings		91,574		—		(2,294)		89,280
Telecommunications		58,400		—		—		58,400
Solar		46,119		—		(18)		46,101
Irrigation Equipment and Parts		—		254,310		(2,396)		251,914
Technology Products and Services		—		27,393		—		27,393
Total sales	$	762,742	$	281,703	$	(4,708)	$	1,039,737

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)


	Twenty-six weeks ended June 29, 2024
	Infrastructure		Agriculture		Intersegment		Consolidated
Geographical market:
North America	$	1,150,715	$	321,225	$	(9,152)	$	1,462,788
International		335,641		219,213		(77)		554,777
Total sales	$	1,486,356	$	540,438	$	(9,229)	$	2,017,565

Product line:
Utility	$	668,538	$	—	$	—	$	668,538
Lighting and Transportation		445,463		—		—		445,463
Coatings		178,664		—		(5,120)		173,544
Telecommunications		112,361		—		—		112,361
Solar		81,330		—		(73)		81,257
Irrigation Equipment and Parts		—		487,430		(4,036)		483,394
Technology Products and Services		—		53,008		—		53,008
Total sales	$	1,486,356	$	540,438	$	(9,229)	$	2,017,565


	June 28,		December 28,
	2025		2024
ASSETS:
Infrastructure	$	2,239,733	$	2,181,345
Agriculture		854,029		876,486
Total segment assets		3,093,762

VALMONT INDUSTRIES INC 10-Q