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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended
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Jun. 28, 2025
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (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. 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.
| ● | 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. 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.
| ● | 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 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 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.

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