VALMONT INDUSTRIES INC
For the period ended Sep 26, 2026. Filed Oct 27, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2026 · Filed Oct 27, 2026
VMI$404.31+1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-27; filed 2026-07-28.
0000102729-26-000044
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-26; filed 2026-10-27.
0000102729-26-000050
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 111 previous paragraphs and 114 current paragraphs.
68 unchanged; 33 reworded; 11 added; 5 removed; 5 previous and 2 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Consolidated selling, general, and administrative (“SG&A”) expenses decreased $18.2 million or 10.3% in the third quarter of fiscal 2026 and decreased $36.7 million or 6.9% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily driven by lower expected credit losses, particularly within the Agriculture segment’s operations in Brazil, including recoveries of previously aged accounts receivable, and lower litigation costs. The decrease in litigation costs primarily reflected higher legal accruals recognized during the third quarter of fiscal 2025 in connection with a former dealer matter that was resolved in fiscal 2026. These decreases were partially offset by higher compensation costs, primarily resulting from higher headcount within the North America Utility business.
Current report
Infrastructure segment gross profit increased $15.9 million or 6.7% in the third quarter of fiscal 2026 and increased $84.0 million or 12.4% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to favorable pricing, higher sales volumes in the North America Utility and North America Coatings product lines, approximately $4.5 million of IEEPA tariff refunds recognized during the third quarter of fiscal 2026, and lower inventory reserves. These benefits were partially offset by higher material costs, primarily steel and zinc, higher labor costs associated with increased headcount to support additional North America Utility product line capacity, and lower sales volumes in the North America Telecommunications product line.
Current report
Infrastructure segment SG&A expenses increased $4.5 million or 4.7% in the third quarter of fiscal 2026 and increased $9.1 million or 3.0% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily driven by higher compensation costs resulting from increased headcount, particularly within the North America Utility business, partially offset by lower expected credit losses.
Current report
Agriculture segment sales decreased $15.3 million or 6.4% in the third quarter of fiscal 2026 and decreased $101.3 million or 12.7% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases primarily reflected lower sales volumes in international markets, partially offset by higher sales volumes and favorable pricing in North America.
Current report
Agriculture segment SG&A expenses decreased $19.8 million or 35.5% in the third quarter of fiscal 2026 and decreased $38.6 million or 25.8% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily driven by lower expected credit losses within the segment’s operations in Brazil of approximately $12.7 million in the third quarter of fiscal 2026 and $18.6 million in the first three quarters of fiscal 2026, including recoveries of previously aged accounts receivable. The decreases also reflected lower litigation costs of approximately $5.6 million and $9.8 million in the third quarter and first three quarters of fiscal 2026, respectively. The decrease in litigation costs primarily reflected higher legal accruals recognized during the third quarter of fiscal 2025 in connection with a former dealer matter that was resolved in fiscal 2026.
Current report
Operating Cash Flows and Working Capital– Cash provided by operating activities totaled $352.1 million in the first three quarters of fiscal 2026, as compared to $345.2 million in the same period of fiscal 2025. The increase in operating cash flows primarily reflected higher net earnings and more favorable working capital activity. Working capital was negatively impacted by increases in contract assets and inventories, but was positively impacted by $40.0 million of cash proceeds from the sale of customer receivables in connection with our accounts receivable factoring program, in addition to increases in accounts payable and contract liabilities. Operating cash flows were also reduced by the $20.3 million settlement payment associated with the former dealer litigation matter in Brazil and benefited from lower cash income tax payments and required pension contributions.
Current report
We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process. For the fiscal 2026 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 the fiscal 2026 annual impairment testing, the estimated fair value of each reporting unit with recorded goodwill exceeded its carrying value.
Current report
The operating results of our reporting units may be affected by cyclical economic conditions and may fluctuate from period to period. For our APAC Highway Safety and EMEA Structures reporting units, which had a combined goodwill of approximately $42.3 million as of September 26, 2026, the estimated fair value of each reporting unit exceeded its carrying value by less than 15% as of the most recent impairment test. We believe these reporting units will generate positive cash flows that meet or exceed their current carrying values, and we will continue to monitor their growth prospects and opportunities for continuous improvement.
Current report
The discount rate is a key assumption in our goodwill impairment analyses, as it reflects management’s assessment of the time value of money and the risks inherent in each reporting unit’s projected cash flows. The U.S. market participant weighted average cost of capital used as the baseline for developing the discount rates was 10.90%. The discount rates applied to individual reporting units were then adjusted, as applicable, for a country-specific risk premium based on each reporting unit’s geographic revenue mix in addition to a company-specific risk premium to account for uncertainty associated with projected future cash flows. Management believes that a hypothetical increase of 50 basis points in the discount rate, considered in isolation, would not have resulted in an impairment for any reporting unit as of the testing date. However, changes in multiple assumptions simultaneously, or adverse changes in future operating performance or market conditions, could significantly impact the estimated fair values of our reporting units.
Current report
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.
Current report
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 the fiscal 2026 annual impairment testing, the estimated fair values of our trade names exceeded their respective carrying values.
Removed paragraphs (5)
Previous report
Consolidated selling, general, and administrative (“SG&A”) expenses decreased $17.0 million or 8.9% in the second quarter of fiscal 2026 and decreased $18.5 million or 5.2% in the first half of fiscal 2026, as compared to the same periods of
Previous report
Infrastructure segment gross profit increased $36.8 million or 16.1% in the second quarter of fiscal 2026 and increased $68.1 million or 15.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, primarily due to favorable pricing and higher sales volumes in the North America Utility and the North America Coatings product lines.
Previous report
Infrastructure segment SG&A expenses decreased $0.9 million or 0.8% in the second quarter of fiscal 2026 and increased $4.6 million or 2.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The second-quarter decrease was primarily driven by lower expected credit losses, partially offset by higher compensation costs. The increase in the first half of fiscal 2026 was primarily driven by higher compensation and incentive costs, partially offset by lower expected credit losses.
Previous report
Agriculture segment SG&A decreased $16.1 million or 30.7% in the second quarter of fiscal 2026 and decreased $18.9 million or 20.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily driven by lower expected credit losses, which included $3.8 million of recoveries of previously aged accounts receivable in Brazil.
Previous report
Operating Cash Flows and Working Capital– Cash provided by operating activities totaled $251.6 million in the first half of fiscal 2026, as compared to $232.7 million in the same period of fiscal 2025. The change in operating cash flows reflects higher net earnings and lower cash income tax payments, partially offset by unfavorable changes in working capital, including increases in receivables, inventories, and the $20.3 million settlement payment associated with our litigation matters in Brazil. The lower cash tax payments were a result of the worthless securities deduction that was recorded in the fourth quarter of fiscal 2025 that gave rise to a federal tax receivable that was used to reduce estimated tax payments through the first half of fiscal 2026.
Reworded paragraphs (33)
Previous wording
Consolidated net sales increased $68.1 million or 6.5% in the second quarter of fiscal 2026 and increased $128.0 million or 6.3% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily driven by higher net sales in the Infrastructure segment, particularly within the North America Utility product line, partially offset by lower net sales in the Agriculture segment, primarily from international markets.
Current wording
Consolidated net sales increased $57.8 million or 5.5% in the third quarter of fiscal 2026 and increased $185.8 million or 6.1% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily driven by higher net sales in the Infrastructure segment, particularly within the North America Utility product line, partially offset by lower Agriculture segment sales in international markets.
Previous wording
Consolidated gross profit increased $19.7 million or 6.1% in the second quarter of fiscal 2026 and increased $45.4 million or 7.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to favorable pricing and higher sales volumes in the Infrastructure segment, particularly within the North America Utility product line. These improvements were partially offset by lower sales volumes in the Agriculture segment, primarily in the Middle East.
Current wording
Consolidated gross profit increased $13.1 million or 4.1% in the third quarter of fiscal 2026 and increased $58.6 million or 6.3% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to favorable pricing and higher sales volumes in the Infrastructure segment, particularly within the North America Utility product line, and approximately $6.1 million of refunds of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) recognized during the third quarter of fiscal 2026. These benefits were partially offset by higher material costs, including steel costs that largely offset the benefits of pricing actions, unfavorable manufacturing variances, and lower international sales volumes in the Agriculture segment during the first three quarters of fiscal 2026.
Previous wording
Consolidated operating income increased $136.8 million or 467.4% in the second quarter of fiscal 2026 and increased $164.1 million or 104.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to the impairment charges on certain long-lived assets of $91.3 million and realignment charges of $8.9 million recognized in the second quarter of fiscal 2025, as well as lower SG&A expenses in fiscal 2026.
Current wording
Consolidated operating income increased $31.4 million or 22.2% in the third quarter of fiscal 2026 and increased $195.5 million or 65.4% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The third-quarter increase was primarily attributable to higher gross profit and lower SG&A expenses. The increase in the first three quarters also reflected impairment charges of $91.3 million and realignment charges of $8.9 million recognized during the second quarter of fiscal 2025, as well as $7.0 million of expense associated with software licenses that were 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.
Previous wording
Our effective income tax rate in the second quarter and first half of fiscal 2026 was 25.8%, and 25.7%, respectively, as compared to 117.2% and 38.7% in the same periods of fiscal 2025. The decreases in the effective tax rate were primarily attributable to goodwill impairment charges recognized during the second quarter of fiscal 2025 for which no tax benefit was recorded.
Current wording
Our effective income tax rate in the third quarter and first three quarters of fiscal 2026 was 25.6% and 25.7%, respectively, as compared to 23.1% and 31.1% in the same periods of fiscal 2025. The effective tax rate for the first three quarters of fiscal 2025 included goodwill impairment charges for which no tax benefit was recorded.
Previous wording
Infrastructure segment sales increased $113.4 million or 14.8% in the second quarter of fiscal 2026 and increased $213.1 million or 14.5% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were driven by favorable pricing and higher sales volumes in the North America Utility product line, as well as higher sales volumes in the North America Coatings product line. These increases more than offset lower sales volumes in the North America Telecommunications product line. Foreign currency translation favorably impacted results by approximately $7.4 million in the second quarter of fiscal 2026 and $19.4 million the first half of fiscal 2026.
Current wording
Infrastructure segment sales increased $73.8 million or 9.1% in the third quarter of fiscal 2026 and increased $286.9 million or 12.6% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were driven by favorable pricing and higher sales volumes in the North America Utility product line, as well as higher sales volumes in the North America Coatings product line. These increases more than offset lower sales volumes in the North America Telecommunications product line. Foreign currency translation favorably impacted sales by $2.2 million in the third quarter of fiscal 2026 and $19.7 million in the first three quarters of fiscal 2026.
Previous wording
North America Utility product line sales increased $115.6 million or 33.9% in the second quarter of fiscal 2026 and increased $206.9 million or 30.7% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, reflecting favorable pricing and higher sales volumes. Demand remained strong, supported by increased electrical energy consumption and continued utility investment to expand and reinforce grid capacity, including investments to serve growing power demand from data centers and other sources of load growth.
Current wording
North America Utility product line sales increased $88.0 million or 23.0% in the third quarter of fiscal 2026 and increased $294.9 million or 27.9% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025, reflecting favorable pricing and higher sales volumes. Demand remained strong, supported by increased electrical energy consumption and continued utility investment to expand and reinforce grid capacity, including investments to serve growing power demand from data centers and other sources of load growth.
Previous wording
North America Lighting and Transportation product line sales decreased $3.3 million or 2.4% in the second quarter of fiscal 2026 and decreased $8.7 million or 3.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, primarily due to lower sales volumes resulting from certain operational challenges, partially offset by favorable pricing.
Current wording
North America Lighting and Transportation product line sales decreased $2.9 million or 2.2% in the third quarter of fiscal 2026 and decreased $11.6 million or 3.0% in the first three quarters of fiscal 2026, as compared to the same periods of
Previous wording
North America Coatings product line sales increased $9.9 million or 16.6% in the second quarter of fiscal 2026 and increased $17.3 million or 15.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, driven by higher sales volumes resulting from continued strength in infrastructure-related and data center demand.
Current wording
North America Coatings product line sales increased $8.5 million or 13.8% in the third quarter of fiscal 2026 and increased $25.7 million or 14.6% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were driven by higher sales volumes resulting from continued strength in infrastructure-related and data center demand.
Previous wording
North America Telecommunications product line sales decreased $20.2 million or 26.1% in the second quarter of fiscal 2026 and decreased $22.6 million or 16.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, primarily due to lower sales volumes associated with reduced carrier spending.
Current wording
North America Telecommunications product line sales decreased $28.0 million or 33.8% in the third quarter of fiscal 2026 and decreased $50.7 million or 22.6% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily attributable to lower sales volumes associated with reduced carrier spending as customers shifted capital allocation priorities.
Previous wording
International Infrastructure and Solar product line sales increased $11.4 million or 7.4% in the second quarter of fiscal 2026 and increased $20.3 million or 7.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were largely attributable to favorable foreign currency impacts of approximately $7.0 million in the second quarter of fiscal 2026 and $18.3 million in the first half of fiscal 2026.
Current wording
International Infrastructure and Solar product line sales increased $8.3 million or 5.5% in the third quarter of fiscal 2026 and increased $28.6 million or 6.6% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to pricing actions and favorable foreign currency impacts of $2.2 million in the third quarter of fiscal 2026 and $18.7 million in the first three quarters of fiscal 2026, as well as higher sales volumes associated with international utility and infrastructure project activity.
Previous wording
Infrastructure segment operating income increased $128.5 million or 495.7% in the second quarter of fiscal 2026 and increased $154.3 million or 107.8% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to the impairment charges of $89.4 million related to certain long-lived assets, primarily in the Solar and Access Systems reporting units, and realignment charges of $1.4 million recorded during the second quarter of fiscal 2025. The increases also reflected favorable pricing and higher sales volumes, partially offset by higher input costs.
Current wording
Infrastructure segment operating income increased $11.5 million or 8.0% in the third quarter of fiscal 2026 and increased $165.7 million or 57.8% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The third-quarter increase was primarily attributable to the gross profit drivers discussed above, partially offset by higher SG&A expenses. The increase in the first three quarters also reflected impairment charges of $89.4 million related to certain long-lived assets, primarily in the Solar and Access Systems reporting units, and realignment charges of $1.4 million recorded during the second quarter of fiscal 2025.
Previous wording
In North America, Agriculture segment sales decreased $3.3 million or 2.3% in the second quarter of fiscal 2026 and decreased $1.2 million or 0.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily attributable to lower irrigation equipment sales volumes reflecting continued softness in the agricultural market, partially offset by higher average selling prices. This softness was driven by lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.
Current wording
In North America, Agriculture segment sales increased $17.6 million or 15.8% in the third quarter of fiscal 2026 and increased $16.4 million or 4.2% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The third-quarter increase was driven by higher sales volumes, including replacement sales from storm activity, and higher average selling prices. The increase in the first three quarters was primarily driven by higher average selling prices, partially offset by lower irrigation equipment sales volumes reflecting continued softness in the agricultural market. This softness was driven by lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.
Previous wording
In international markets, Agriculture segment sales decreased $42.4 million or 28.9% in the second quarter of fiscal 2026 and decreased $84.8 million or 30.6% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The declines were primarily driven by disruptions related to the ongoing Middle East conflict, as well as slightly lower sales
Current wording
In international markets, Agriculture segment sales decreased $32.9 million or 25.3% in the third quarter of fiscal 2026 and decreased $117.7 million or 28.9% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The declines were primarily driven by disruptions related to the ongoing Middle East conflict and lower sales volumes in Brazil. These impacts were partially offset by favorable foreign currency impacts of $3.9 million and $15.7 million during the third quarter and first three quarters of fiscal 2026, respectively.
Previous wording
Agriculture segment gross profit decreased $17.1 million or 18.3% in the second quarter of fiscal 2026 and decreased $22.6 million or 13.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The decreases were primarily attributable to lower sales volumes resulting from the ongoing Middle East conflict and continued market softness in North America, partially offset by higher average selling prices in North America.
Current wording
Agriculture segment gross profit decreased $2.8 million or 3.6% in the third quarter of fiscal 2026 and decreased $25.5 million or 10.2% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The third-quarter decrease was primarily attributable to higher input costs and unfavorable manufacturing variances, partially offset by favorable pricing, higher North America sales volumes resulting from storm-related replacement activity, and approximately $1.6 million of IEEPA tariff refunds recognized during the third quarter of fiscal 2026. The decrease in the first three quarters was primarily attributable to lower international sales volumes resulting from the ongoing Middle East conflict, continued market softness in North America, higher input costs, and unfavorable manufacturing variances, partially offset by higher average selling prices in North America and the IEEPA tariff refunds.
Previous wording
Agriculture segment operating income increased $3.8 million or 10.6% in the second quarter of fiscal 2026 and increased $1.1 million or 1.5% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to favorable pricing and lower SG&A expenses, partially offset by lower sales volumes. Results for the second quarter of fiscal 2025 were also impacted by impairment and other non-recurring charges of $5.9 million related to the agriculture solar business and realignment charges of $2.9 million.
Current wording
Agriculture segment operating income increased $17.0 million or 73.1% in the third quarter of fiscal 2026 and increased $18.1 million or 18.9% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The increases were primarily attributable to lower SG&A expenses, partially offset by lower international sales volumes. Results for the second quarter of fiscal 2025 were also negatively impacted by impairment and other non-recurring charges of $5.9 million related to the agriculture solar business and realignment charges of $2.9 million.
Previous wording
Corporate SG&A expenses increased by 0.1% in the second quarter of fiscal 2026 and decreased by $4.2 million or 7.9% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025. The second-quarter increase was primarily due to higher professional service fees, partially offset by lower compensation and incentive costs resulting from lower headcount. The first-half decrease was primarily due to lower compensation costs, partially offset by higher professional service fees.
Current wording
Corporate SG&A expenses decreased $3.0 million or 11.8% in the third quarter of fiscal 2026 and decreased $7.2 million or 9.1% in the first three quarters of fiscal 2026, as compared to the same periods of fiscal 2025. The third-quarter decrease was primarily attributable to lower professional service fees and lower compensation and incentive costs resulting from lower headcount. The decrease in the first three quarters was primarily attributable to lower compensation and incentive costs. Corporate operating loss for the first three quarters of fiscal 2025 also included realignment charges of $4.6 million.
Previous wording
The Middle East continued to experience military conflict and related geopolitical instability during the second quarter of fiscal 2026. We have agriculture operations headquartered in Dubai, United Arab Emirates, with business activities throughout the region. The conflict and broader regional instability have affected, and could continue to adversely affect, our regional operations through disruptions to logistics networks and transportation infrastructure, increased energy costs, and
Current wording
The Middle East continued to experience military conflict and related geopolitical instability during the third quarter of fiscal 2026. We have agriculture operations headquartered in Dubai, United Arab Emirates, with business activities throughout the region. The conflict and broader regional instability have affected, and could continue to adversely affect, our regional operations through disruptions to logistics networks and transportation infrastructure, increased energy costs, and volatility in regional currency and financial markets. Certain customers and suppliers in the region have been, and could continue to be, negatively affected by these developments. We continue to actively monitor the situation and are taking actions, as appropriate, to mitigate potential impacts on our operations, financial results, and liquidity.
Previous wording
In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2.1 billion, with no stated expiration date. We are not obligated to make repurchases and may discontinue the program at any time. Any purchases will be funded through available liquidity and ongoing cash flows, and will be made subject to prevailing market and economic conditions. As of June 27, 2026, we had approximately $450.6 million of remaining capacity under the share repurchase program. Since the program’s inception in May 2014, we have repurchased approximately 9.1 million shares for a total of $1.6 billion.
Current wording
In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2.1 billion, with no stated expiration date. We are not obligated to make repurchases and may discontinue the program at any time. Any purchases will be funded through available liquidity and ongoing cash flows, and will be made subject to prevailing market and economic conditions. As of September 26, 2026, we had approximately $366.5 million of remaining capacity under the share repurchase program. Since the program’s inception in May 2014, we have repurchased approximately 9.3 million shares for a total of $1.7 billion.
Previous wording
We have established a supplier finance program with a financial institution, allowing qualifying suppliers the option to sell their receivables from us to the financial institution under independently negotiated terms. Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity. We have no economic interest in a supplier’s decision to participate. As of June 27, 2026 and December 27, 2025, our accounts payable in the Condensed Consolidated Balance Sheets included $38.8 million and $56.3 million, respectively, related to the obligations under this program.
Current wording
We have established a supplier finance program with a financial institution, allowing qualifying suppliers the option to sell their receivables from us to the financial institution under independently negotiated terms. Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity. We have no economic interest in a supplier’s decision to participate. As of September 26, 2026 and December 27, 2025, our accounts payable in the Condensed Consolidated Balance Sheets included $61.5 million and $56.3 million, respectively, related to the obligations under this program.
Previous wording
As of June 27, 2026, we had no outstanding borrowings under this facility. As of December 27, 2025, we had outstanding borrowings of $65.0 million under this facility. The facility includes a financial covenant that may limit additional borrowing. As of June 27, 2026, 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 $5.7 million, all of which were unused as of June 27, 2026.
Current wording
As of September 26, 2026 and December 27, 2025, we had outstanding borrowings of $25.0 million and $65.0 million, respectively, under this facility. The facility includes a financial covenant that may limit additional borrowing. As of September 26, 2026, we could borrow $774.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.
Previous wording
As of June 27, 2026, we held $139.1 million in cash, including $110.9 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities. As of June 27, 2026, we had liabilities of $1.6 million for foreign withholding taxes and $0.2 million for U.S. state income taxes.
Current wording
As of September 26, 2026, we held $122.0 million in cash, including $110.7 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities. As of September 26, 2026, we had liabilities of $1.9 million for foreign withholding taxes and U.S. state income taxes.
Previous wording
The table below summarizes our cash flow information for the twenty-six weeks ended June 27, 2026 and June 28, 2025:
Current wording
The table below summarizes our cash flow information for the thirty-nine weeks ended September 26, 2026 and September 27, 2025:
Previous wording
Investing Cash Flows– Cash used in investing activities totaled $76.6 million in the first half of fiscal 2026, as compared to $64.3 million in the same period of fiscal 2025. Investing activities in the first half of fiscal 2026 primarily included capital spending of $70.5 million and the acquisition of RMDS Innovation, Inc., net of cash acquired, of $11.5 million. Investing activities in the first half of fiscal 2025 primarily included capital spending of $62.3 million.
Current wording
Investing Cash Flows– Cash used in investing activities totaled $121.9 million in the first three quarters of fiscal 2026, as compared to $104.3 million in the same period of fiscal 2025. Investing activities in the first three quarters of fiscal 2026 primarily included capital spending of $116.1 million and the acquisition of RMDS Innovation, Inc., net of cash acquired, of $11.5 million. Investing activities in the first three quarters of fiscal 2025 primarily included capital spending of $104.2 million.
Previous wording
Financing Cash Flows– Cash used in financing activities totaled $223.7 million in the first half of fiscal 2026, as compared to $131.2 million in the same period of fiscal 2025. Our total interest-bearing debt was $755.2 million as of June 27, 2026 and $829.5 million as of December 27, 2025. Financing activities in the first half of fiscal 2026 primarily consisted of borrowings on the revolving credit facility of $65.2 million offset by payments of $130.6 million, dividends paid of $28.2 million, stock repurchases of $117.5 million, and the purchase of a redeemable noncontrolling interest of $8.9 million. 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, and stock repurchases of $100.0 million.
Current wording
Financing Cash Flows– Cash used in financing activities totaled $296.0 million in the first three quarters of fiscal 2026, as compared to $186.2 million in the same period of fiscal 2025. Our total interest-bearing debt, before unamortized discounts and issuance costs, was $780.6 million as of September 26, 2026 and $829.5 million as of December 27, 2025. Financing activities in the first three quarters of fiscal 2026 primarily consisted of borrowings on the revolving credit facility of $120.7 million offset by payments of $160.6 million, dividends paid of $43.1 million, stock repurchases of $199.9 million, and the purchase of a redeemable noncontrolling interest of $8.9 million. 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, stock repurchases of $125.8 million, and the purchase of a redeemable noncontrolling interest of $14.6 million following the exercise of put options by the minority shareholders.
Previous wording
This information is provided in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X, relating to our two tranches of senior unsecured notes. These senior notes are jointly, severally, fully, and unconditionally guaranteed—subject to certain customary release provisions, including the sale of the subsidiary guarantor or of all or substantially all of its assets—by certain of our current and future direct and indirect domestic and foreign subsidiaries (collectively, the “Guarantors”). The Parent serves as the Issuer of the notes and consolidates all Guarantors.
Current wording
This information is provided in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X, relating to our two tranches of senior unsecured notes. These senior notes are jointly, severally, fully, and unconditionally guaranteed—subject to certain customary release provisions, including the sale of the subsidiary guarantor or of all or substantially all of its assets—by certain of our current and future direct and indirect domestic and foreign subsidiaries (collectively, the “Guarantors”). Valmont Industries, Inc. (the “Issuer”) is the issuer of the notes and consolidates all Guarantors.
Previous wording
The combined financial information for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 was as follows:
Current wording
The combined financial information for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025 was as follows:
Previous wording
As of June 27, 2026 and December 27, 2025, non-current assets included a receivable from non-guarantor subsidiaries of $67,171 and $83,641, respectively. As of June 27, 2026 and December 27, 2025, non-current liabilities included a payable to non-guarantor subsidiaries of $409,258 and $325,225, respectively.
Current wording
As of September 26, 2026 and December 27, 2025, non-current assets included a receivable from non-guarantor subsidiaries of $84,038 and $83,641, respectively. As of September 26, 2026 and December 27, 2025, non-current liabilities included a payable to non-guarantor subsidiaries of $432,637 and $325,225, respectively.
Previous wording
The leverage ratio and Adjusted EBITDA are non-generally accepted accounting principles (“GAAP”) measures. As presented, these measures may not be directly comparable to similarly titled measures used by other companies. They should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow
Current wording
The leverage ratio and Adjusted EBITDA are non-GAAP financial measures and are not calculated in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These measures may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with U.S. GAAP. Additionally, they should not be interpreted as indicators of operating performance or liquidity.
Previous wording
There were no material changes in the Company’s financial obligations and commitments during the twenty-six weeks ended June 27, 2026. 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 27, 2025.
Current wording
There were no material changes in the Company’s financial obligations and commitments during the thirty-nine weeks ended September 26, 2026. 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 27, 2025.
Previous wording
Other than the below, there were no material changes in the Company’s critical accounting estimates during the twenty-six weeks ended June 27, 2026. 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 27, 2025.
Current wording
Other than the below, there were no material changes in the Company’s critical accounting estimates during the thirty-nine weeks ended September 26, 2026. 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 27, 2025.
Previous wording
In fiscal 2025, there were no changes to the composition of our reporting units. However, the number of reporting units with recorded goodwill decreased from twelve to eleven during fiscal 2025 as a result of the full impairment of goodwill associated with our Solar reporting unit in the second quarter.
Current wording
In fiscal 2025 and fiscal 2026, there were no changes to the composition of our reporting units. However, the number of reporting units with recorded goodwill decreased from twelve to eleven during fiscal 2025 as a result of the full impairment of goodwill associated with our Solar reporting unit in the second quarter.
Previous wording
In the first quarter of fiscal 2024, we reorganized certain operations within our Agriculture reportable segment. Specifically, the former Agriculture Technology reporting unit was integrated into the North America Irrigation and International Irrigation reporting units. This reorganization was driven by changes in senior leadership and a strategic determination that technology offerings are integral to the underlying irrigation equipment business rather than a separate independent line of business, which also resulted in a change to the manner in which discrete financial information is reviewed by segment management. Accordingly, management concluded that the Agriculture Technology operations no longer constituted a separate reporting unit.
Current wording
International Irrigation reporting units. This reorganization was driven by changes in senior leadership and a strategic determination that technology offerings are integral to the underlying irrigation equipment business rather than a separate independent line of business, which also resulted in a change to the manner in which discrete financial information is reviewed by segment management. Accordingly, management concluded that the Agriculture Technology operations no longer constituted a separate reporting unit.
Previous wording
During fiscal 2025, management elected to abandon the use of Prospera’s proprietary technology and initiated actions to exit the business. Management performed a qualitative assessment and concluded that no triggering event existed, as the decision did not materially affect the expected future cash flows of the reporting units and no indicators were present that it was more likely than not that the fair value of any reporting unit was below its carrying amount prior to the annual impairment test. Accordingly, no after-tax cash flows associated with Prospera were included in the projected cash flows
Current wording
During fiscal 2025, management elected to abandon the use of Prospera’s proprietary technology and initiated actions to exit the business. Management performed a qualitative assessment and concluded that no triggering event existed, as the decision did not materially affect the expected future cash flows of the reporting units and no indicators were present that it was more likely than not that the fair value of any reporting unit was below its carrying amount prior to the annual impairment test. Accordingly, no after-tax cash flows associated with Prospera were included in the projected cash flows used in our fiscal 2025 annual goodwill impairment test, reflecting management’s expectation at the time of the annual test that Prospera would not contribute to the future operating performance of the reporting units.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
fiscal 2025. The decreases were primarily attributable to lower sales volumes resulting from certain operational challenges, partially offset by favorable pricing.
Current report — wording carried from elsewhere
In the first quarter of fiscal 2024, we reorganized certain operations within our Agriculture reportable segment. Specifically, the former Agriculture Technology reporting unit was integrated into the North America Irrigation and
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
fiscal 2025. In the second quarter of fiscal 2025, the Company recognized $7.0 million of expenses associated with software licenses that were no longer expected to be used, in addition to a $3.2 million write-off related to the Company’s exit from the agriculture solar market in Brazil. The remaining decreases were primarily driven by lower expected credit losses, in part due to certain recoveries within our Agriculture segment operations in Brazil.
Previous report — wording carried elsewhere
volumes in Brazil. These impacts were partially offset by favorable foreign currency impacts of approximately $6.8 million and $11.8 million during the second quarter and first half of fiscal 2026, respectively.
Previous report — wording carried elsewhere
volatility in regional currency and financial markets. Certain customers and suppliers in the region have been, and could continue to be, negatively affected by these developments. We continue to actively monitor the situation and are taking actions, as appropriate, to mitigate potential impacts on our operations, financial results, and liquidity.
Previous report — wording carried elsewhere
data prepared in accordance with GAAP. Additionally, they should not be interpreted as indicators of operating performance or liquidity.
Previous report — wording carried elsewhere
used in our fiscal 2025 annual goodwill impairment test, reflecting management’s expectation at the time of the annual test that Prospera would not contribute to the future operating performance of the reporting units.