What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 18 added, 51 removed, 131 unchanged (35% of the section changed)

14 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 26, 2020, of the Company and our report dated February 24, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of FASB Accounting Standards Update 2016-02, Leases, effective December 30, 2018, and the Company’s election to change its method of accounting for certain inventories to the first-in, first-out method on December 29, 2019.

Basis for Opinion

22 unchanged sentences

The graphs assume that the beginning value of the investment in Valmont Common Stock and each index was $100 and that all dividends were reinvested.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the sections entitled “Certain Shareholders”, “Corporate Governance”, “Board of Directors and Election of Directors”, "Board Committees", “Compensation Discussion and Analysis”, "Compensation Risk Assessment", “Human Resources Committee Report”, "Pay Ratio Information", “Summary Compensation Table”, “Grants of Plan-Based Awards for Fiscal Year 2020”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised in Fiscal 2020”, “Nonqualified Deferred Compensation”, “Director Compensation”, and “Potential Payments Upon Termination or Change-in-Control” in the Proxy Statement.

Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the sections entitled “Certain Shareholders”, “Corporate Governance”, “Board of Directors and Election of Directors”, "Board Committees", “Compensation Discussion and Analysis”, "Compensation Risk Assessment", “Human Resources Committee Report”, "Pay Ratio Information", “Summary Compensation Table”, “Grants of Plan-Based Awards for Fiscal Year 2021”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised and Stock Vested in Fiscal 2021”, “Nonqualified Deferred Compensation”, “Director Compensation”, and “Potential Payments Upon Termination or Change-in-Control” in the Proxy Statement.

The Company has adopted a Code of Ethics for Senior Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer and Controller and has posted the code on its website at www.valmont.com through the “Investors Relations” link.

10 unchanged sentences

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Earnings—Three-Year Period Ended December 25, 2021

4 unchanged sentences

Notes to Consolidated Financial Statements—Three-Year Period Ended December 25, 2021

The following financial statement schedule of the Company is included herein:

SCHEDULE II—Valuation and Qualifying Accounts

All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes.

2 unchanged sentences

See exhibits listed under Part B below.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

Valuation and Qualifying Accounts

(Dollars in thousands)

period Charged to

profit and loss Currency Translation Adjustment Deductions

reserves* Balance at

Fifty-two weeks ended December 26, 2020

Reserve deducted in balance sheet from the asset to which it applies—

Allowance for doubtful receivables

$ 9,548 7,957 260 ( 1,813 ) $ 15,952

Allowance for deferred income tax asset valuation

35,215 11,450 1,064 ( 3,278 ) 44,451

Fifty-two weeks ended December 28, 2019

Reserve deducted in balance sheet from the asset to which it applies—

Allowance for doubtful receivables

$ 8,277 2,543 ( 76 ) ( 1,196 ) $ 9,548

Allowance for deferred income tax asset valuation

33,228 4,141 ( 296 ) ( 1,858 ) 35,215

Fifty-two weeks ended December 29, 2018

Reserve deducted in balance sheet from the asset to which it applies—

Allowance for doubtful receivables

$ 9,813 994 ( 365 ) ( 2,165 ) $ 8,277

Allowance for deferred income tax asset valuation

27,864 10,769 ( 384 ) ( 5,021 ) 33,228

______________________________________________

* The deductions from reserves are net of recoveries.

— The Company’s Restated Certificate of Incorporation, as amended.

2 unchanged sentences

This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and is incorporated herein (Commission file number 001-31429) by reference.

— First Amended and Restated Credit Agreement, dated as of October 18, 2017, among the Company, Valmont Industries Holland B.V.

— Second Amended and Restated Credit Agreement, dated as of October 18, 2021, among the Company, Valmont Industries Holland B.V.

and Valmont Group Pty.

12 unchanged sentences

— The Company's 2013 Stock Plan.

This document was filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 28, 2013 and is incorporated herein by this reference.

— The Company's 2013 Stock Plan.

This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.

3 unchanged sentences

This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission file number 001-31429) dated March 12, 2018 and is incorporated herein by reference.

Exhibit 10.4 *

— Form of Stock Option Agreement.

This document was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 31, 2018 and is incorporated herein by this reference.

Exhibit 10.5 *

— Form of Restricted Stock Unit Agreement (Domestic).

This document was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 31, 2018 and is incorporated herein by reference.

Exhibit 10.6 *

— Form of Restricted Stock Unit Agreement (Director).

This document was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 31, 2018 and is incorporated herein by reference.

— Form of Restricted Stock Unit Agreement (International).

This document was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 26, 2015 and is incorporated herein by this reference.

— Form of Restricted Stock Agreement.

This document was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by this reference.

Exhibit 10.7 *

— Form of Restricted Stock Unit Agreement (International).

— The 2013 Valmont Executive Incentive Plan.

This document was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference.

Exhibit 10.11

— The Amended Unfunded Deferred Compensation Plan for Nonemployee Directors.

5 unchanged sentences

List of Issuer and Guarantor Subsidiaries.

This document was filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended March 28, 2020 and is incorporated herein by reference.

This document was filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the quarter ended September 25, 2021 and is incorporated herein by reference.

— Consent of Deloitte & Touche LLP.

6 unchanged sentences

— Section 906 Certifications.

Exhibit 101 — The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 26, 2020, formatted in XBRL (eXtensible Business Reporting Language):

Exhibit 101 — The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 25, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income,(iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.

7 unchanged sentences

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of February, 2021.

Valmont Industries, Inc.

8 unchanged sentences

FRANCIS Senior Vice President and Controller (Principal Accounting Officer) 2/23/2022

den Daas* Catherine J.

Favre* Clark T.

Freye* Joan Robinson-Berry*

Lanoha* Walter Scott, Jr.*

den Daas* Daniel P.

Favre* Catherine J.

Freye* Clark T.

Lanoha* Joan Robinson-Berry*

______________________________________________

Kaniewski, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this 24th day of February, 2021.

Kaniewski, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this the 23rd day of February, 2022.

A Power of Attorney authorizing Stephen G.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures