VALMONT INDUSTRIES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below: Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 39 Consolidated Statements of Earnings—Three-Year Period Ended December 25 , 2021 41 Consolidated Statements of Comprehensive Income—Three-Year Period Ended December 25 , 2021 42 Consolidated Balance Sheets— December 25 , 2021 and December 26, 2020 43 Consolidated Statements of Cash Flows—Three-Year Period Ended December 25 , 2021 44 Consolidated Statements of Shareholders’ Equity—Three-Year Period Ended December 25 , 2021 45 Notes to Consolidated Financial Statements—Three-Year Period Ended December 25 , 2021 46 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Valmont Industries, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the "Company") as of December 25, 2021 and December 26, 2020, the related consolidated statements of earnings, comprehensive income, cash flows, and shareholders' equity, for each of the three years in the period ended December 25, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 25, 2021 and December 26, 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 25, 2021, in conformity with the accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill — Refer to Notes 1 and 7 to the consolidated financial statements Critical Audit Matter Description The Company has goodwill, which is allocated among thirteen reporting units. The Company evaluates its thirteen reporting units for goodwill impairment during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable. Twelve reporting units are evaluated using after-tax cash flows from operations (less capital expenses) discounted to present value (“discounted cash flows”). The solar tracking structure reporting unit was valued using a blend of both the discounted cash flows and a market approach. The market valuation approach estimates the value for this reporting unit using a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples are analyzed against other industrial companies with similar product lines. These valuation methods require management to make significant estimates and assumptions related to projected cash flows, selection of industrial companies with similar product lines and forecasted EBITDA, and discount rates. The estimated fair value of all reporting units exceeded their respective carrying value as of the measurement date and, therefore, no impairment was recognized. 39 We identified goodwill for certain reporting units as a critical audit matter because of the significant estimates and assumptions made by management to estimate fair value and the difference between the fair values and the carrying values of certain reporting units as of August 28, 2021. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to certain assumptions within the projected cash flows, selection of industrial companies within similar product lines and forecasted EBITDA, and discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the goodwill impairment assessment for certain reporting units included the following, among others: • We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the projected cash flows, selection of industrial companies with similar product lines and forecasted EBITDA, and discount rates. • We evaluated management’s ability to accurately forecast cash flows by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s projected cash flows by comparing to (1) historical results, (2) internal communications to management and the Board of Directors, (3) industry reports and (4) information included in Company press releases to analysts and investors. • With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management. • With the assistance of our fair value specialists, we evaluated the industrial companies with similar product lines and forecasted EBITDA, including testing the underlying source information and mathematical accuracy of the calculations. /s/ DELOITTE & TOUCHE LLP Omaha, Nebraska February 23, 2022 We have served as the Company's auditor since 1996. 40 Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS Three-year period ended December 25 , 2021 (Dollars in thousands, except per share amounts) 2021 2020 2019 Product sales $ 3,159,605 $ 2,594,855 $ 2,434,190 Services sales 341,970 300,500 332,786 Net sales 3,501,575 2,895,355 2,766,976 Product cost of sales 2,395,630 1,936,024 1,863,780 Services cost of sales 222,056 193,817 220,515 Total cost of sales 2,617,686 2,129,841 2,084,295 Gross profit 883,889 765,514 682,681 Selling, general and administrative expenses 590,608 522,923 454,776 Impairment of goodwill and intangible assets 6,496 16,638 — Operating income 286,785 225,953 227,905 Other income (expenses): Interest expense ( 42,612 ) ( 41,075 ) ( 40,153 ) Interest income 1,192 2,374 3,942 Gain on investments - unrealized 1,920 2,443 5,960 Other 12,798 3,073 2,204 ( 26,702 ) ( 33,185 ) ( 28,047 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 260,083 192,768 199,858 Income tax expense (benefit): Current 61,343 51,012 46,267 Deferred 71 ( 1,397 ) 1,486 61,414 49,615 47,753 Earnings before equity in earnings of nonconsolidated subsidiaries 198,669 143,153 152,105 Equity in loss of nonconsolidated subsidiaries ( 944 ) ( 1,004 ) — Net earnings 197,725 142,149 152,105 Less: Earnings attributable to noncontrolling interests ( 2,095 ) ( 1,456 ) ( 5,697 ) Net earnings attributable to Valmont Industries, Inc. $ 195,630 $ 140,693 $ 146,408 Earnings per share: Basic $ 9.23 $ 6.60 $ 6.76 Diluted $ 9.10 $ 6.57 $ 6.73 See accompanying notes to consolidated financial statements. 41 Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three-year period ended December 25 , 2021 (Dollars in thousands) 2021 2020 2019 Net earnings $ 197,725 $ 142,149 $ 152,105 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gains (losses) ( 31,405 ) 21,483 ( 2,506 ) $ ( 31,405 ) $ 21,483 $ ( 2,506 ) Gain/(loss) on hedging activities: Commodity hedges 20,019 — ( 2,130 ) Realized (gain) loss on commodity hedges recorded in earnings ( 25,821 ) — 2,130 Unrealized gain (loss) on cross currency swaps 6,093 ( 5,751 ) 1,815 Cash flow hedges — 1,598 — Realized (gain) loss on cash flow hedges recorded in earnings — ( 1,598 ) — Amortization cost included in interest expense ( 64 ) ( 64 ) ( 64 ) Unrealized gain on net investment hedges, net of tax expense (benefit) of $ — in 2021, $ 2,428 in 2020, $ 384 in 2019 — 7,289 1,154 227 1,474 2,905 Actuarial gain (loss) on defined benefit pension plan, net of tax expense (benefit) of $ 25,736 in 2021, $( 4,183 ) in 2020, $( 2,710 ) in 2019 76,718 ( 17,349 ) ( 10,828 ) Other comprehensive income (loss) 45,540 5,608 ( 10,429 ) Comprehensive income 243,265 147,757 141,676 Comprehensive (income) loss attributable to noncontrolling interests ( 976 ) ( 3,428 ) ( 5,505 ) Comprehensive income attributable to Valmont Industries, Inc. $ 242,289 $ 144,329 $ 136,171 See accompanying notes to consolidated financial statements. 42 Valmont Industries, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS December 25 , 2021 and December 26, 2020 (Dollars in thousands, except shares and per share amounts) 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 177,232 $ 400,726 Receivables, less allowance of $ 18,050 in 2021 and $ 15,952 in 2020 571,593 511,714 Inventories 728,834 448,941 Contract asset - costs and profits in excess of billings 142,643 123,495 Prepaid expenses and other assets 83,646 59,804 Refundable income taxes 8,815 9,945 Total current assets 1,712,763 1,554,625 Property, plant and equipment, at cost 1,422,101 1,341,380 Less accumulated depreciation and amortization 823,496 743,653 Net property, plant and equipment 598,605 597,727 Goodwill 708,566 430,322 Other intangible assets, net 175,364 167,193 Other assets 251,951 203,293 Total assets $ 3,447,249 $ 2,953,160 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 4,884 $ 2,748 Notes payable to banks 13,439 35,147 Accounts payable 347,841 268,099 Accrued employee compensation and benefits 144,559 137,939 Contract liabilities 135,746 130,018 Other accrued expenses 108,771 89,796 Dividends payable 10,616 9,556 Total current liabilities 765,856 673,303 Deferred income taxes 47,849 41,689 Long-term debt, excluding current installments 947,072 728,431 Defined benefit pension liability 536 118,523 Operating lease liabilities 147,759 80,202 Deferred compensation 35,373 44,519 Other noncurrent liabilities 89,207 58,657 Shareholders’ equity: Authorized 75,000,000 shares; 27,900,000 issued 27,900 27,900 Additional paid-in capital 1,479 335 Retained earnings 2,394,307 2,245,035 Accumulated other comprehensive loss ( 263,127 ) ( 309,786 ) Cost of treasury stock, common shares of 6,619,860 in 2021 and 6,674,866 in 2020 ( 773,712 ) ( 781,422 ) Total Valmont Industries, Inc. shareholders’ equity 1,386,847 1,182,062 Noncontrolling interest in consolidated subsidiaries 26,750 25,774 Total shareholders’ equity 1,413,597 1,207,836 Total liabilities and shareholders’ equity $ 3,447,249 $ 2,953,160 See accompanying notes to consolidated financial statements. 43 Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Three-year period ended December 25 , 2021 (Dollars in thousands) 2021 2020 2019 Cash flows from operating activities: Net earnings $ 197,725 $ 142,149 $ 152,105 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 92,577 82,892 82,264 Noncash loss on trading securities — 39 ( 172 ) Contribution to defined benefit pension plan ( 1,924 ) ( 35,399 ) ( 18,461 ) Impairment of long-lived assets 27,911 20,389 — Stock-based compensation 28,720 14,874 11,587 Defined benefit pension plan benefit ( 14,567 ) ( 7,311 ) ( 513 ) (Gain) loss on sale of property, plant and equipment ( 961 ) 60 ( 2,513 ) Equity in earnings in nonconsolidated subsidiaries 944 1,004 — Deferred income taxes 71 ( 1,397 ) 1,486 Changes in assets and liabilities (net of acquisitions): Receivables ( 69,275 ) ( 24,403 ) 5,408 Inventories ( 289,942 ) ( 21,888 ) 22,128 Prepaid expenses and other assets (current and non-current) ( 36,066 ) ( 10,633 ) 4,413 Contract asset ( 21,579 ) 19,835 ( 29,274 ) Accounts payable 89,418 33,044 ( 21,410 ) Accrued expenses 30,556 52,548 ( 4,255 ) Contract liabilities 6,589 12,072 113,039 Other noncurrent liabilities 20,181 46,712 ( 1,274 ) Income taxes payable (refundable) 5,560 ( 8,293 ) ( 6,944 ) Net cash flows from operating activities 65,938 316,294 307,614 Cash flows from investing activities: Purchase of property, plant and equipment ( 107,790 ) ( 106,700 ) ( 97,425 ) Proceeds from sale of assets 1,745 10,860 5,556 Acquisitions, net of cash acquired ( 312,500 ) ( 15,862 ) ( 81,841 ) Settlement of net investment hedge — 11,983 11,184 Investments in nonconsolidated subsidiaries — ( 1,283 ) ( 6,169 ) Other, net 1,237 ( 3,027 ) 545 Net cash flows used in investing activities ( 417,308 ) ( 104,029 ) ( 168,150 ) Cash flows from financing activities: Proceeds from short-term agreements 5,821 20,990 13,195 Principal payments on short-term agreements ( 26,062 ) ( 7,946 ) ( 1,868 ) Proceeds from long-term borrowings 312,485 88,872 31,000 Principal payments on long-term borrowings ( 91,313 ) ( 121,665 ) ( 10,768 ) Debt issuance costs ( 2,267 ) — — Dividends paid ( 41,412 ) ( 36,930 ) ( 32,642 ) Dividends to noncontrolling interest — ( 5,642 ) ( 7,737 ) Purchase of noncontrolling interest — ( 59,416 ) ( 27,845 ) Proceeds from exercises under stock plans 23,895 18,961 13,619 Purchase of treasury shares ( 26,100 ) ( 56,491 ) ( 62,915 ) Purchase of common treasury shares—stock plan exercises ( 21,547 ) ( 14,489 ) ( 12,989 ) Net cash flows provided by (used) in financing activities 133,500 ( 173,756 ) ( 98,950 ) Effect of exchange rate changes on cash and cash equivalents ( 5,624 ) 8,675 ( 182 ) Net change in cash and cash equivalents ( 223,494 ) 47,184 40,332 Cash, cash equivalents, and restricted cash—beginning of year 400,726 353,542 313,210 Cash, cash equivalents, and restricted cash—end of year $ 177,232 $ 400,726 $ 353,542 See accompanying notes to consolidated financial statements. 44 Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Three-year period ended December 25 , 2021 (Dollars in thousands, except shares and per share amounts) Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Noncontrolling interest in consolidated subsidiaries Total shareholders’ equity Balance at December 29, 2018 $ 27,900 $ — $ 2,067,811 $ ( 303,185 ) $ ( 692,549 ) $ 75,761 $ 1,175,738 Net earnings 0 0 146,408 — — 5,697 152,105 Other comprehensive income (loss) — — — ( 10,237 ) — ( 192 ) ( 10,429 ) Cash dividends declared ($ 1.50 per share) — — ( 32,503 ) — — ( 32,503 ) Dividends to noncontrolling interests — — — — — ( 7,737 ) ( 7,737 ) Purchase of noncontrolling interest — 277 — — — ( 28,122 ) ( 27,845 ) Cumulative impact of ASC 606 adoption — — — — — — — Impact of ASU 2016-16 adoption — — ( 8,886 ) — — — ( 8,886 ) Purchase of treasury shares; 491,045 shares acquired — — — — ( 62,915 ) — ( 62,915 ) Stock plan exercises, 90,868 shares acquired — — — — ( 12,989 ) — ( 12,989 ) Stock options exercised; 119,789 shares issued — ( 3,756 ) 972 — 16,403 — 13,619 Stock option expense — 2,772 — — — 2,772 Stock awards; 60,021 shares issued — 707 — — 8,108 — 8,815 Balance at December 28, 2019 27,900 0 2,173,802 ( 313,422 ) ( 743,942 ) 45,407 1,189,745 Net earnings — — 140,693 — — 1,456 142,149 Other comprehensive income (loss) — — — 3,636 — 1,972 5,608 Cash dividends declared ($ 1.80 per share) — — ( 38,393 ) — — — ( 38,393 ) Dividends to noncontrolling interests — — — — — ( 5,642 ) ( 5,642 ) Purchase of noncontrolling interest — — ( 31,067 ) — — ( 22,544 ) ( 53,611 ) Addition of noncontrolling interest — — — — — 5,125 5,125 Purchase of treasury shares; 441,119 shares acquired — — — — ( 56,491 ) — ( 56,491 ) Stock plan exercises; 88,411 shares acquired — — — — ( 14,489 ) — ( 14,489 ) Stock options exercised; 147,014 shares issued — ( 6,335 ) — — 25,296 — 18,961 Stock option expense — 2,628 — — — — 2,628 Stock awards; 65,248 shares issued — 4,042 — — 8,204 — 12,246 Balance at December 26, 2020 27,900 335 2,245,035 ( 309,786 ) ( 781,422 ) 25,774 1,207,836 Net earnings — — 195,630 — — 2,095 197,725 Other comprehensive income — — — 46,659 — ( 1,119 ) 45,540 Cash dividends declared ($ 2.00 per share) — — ( 42,472 ) — — — ( 42,472 ) Purchase of treasury shares; 111,833 shares acquired — — — — ( 26,100 ) — ( 26,100 ) Stock plan exercises; 90,292 shares issued — — — — ( 21,547 ) — ( 21,547 ) Stock options exercised; 169,908 shares issued — ( 15,357 ) ( 3,886 ) — 43,138 — 23,895 Stock option expense — 2,538 — — — — 2,538 Stock awards; 88,395 shares issued — 13,963 — — 12,219 — 26,182 Balance at December 25, 2021 $ 27,900 $ 1,479 $ 2,394,307 $ ( 263,127 ) $ ( 773,712 ) $ 26,750 $ 1,413,597 See accompanying notes to consolidated financial statements. 45 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Valmont Industries, Inc. and its wholly and majority‑owned subsidiaries (the Company). Investments in 20 % to 50 % owned affiliates and joint ventures are accounted for by the equity method. Investments in less than 20 % owned affiliates are accounted for by the cost method. All intercompany items have been eliminated. Cash overdrafts Cash book overdrafts totaling $ 19,670 and $ 16,979 were classified as accounts payable at December 25 , 2021 and December 26, 2020, respectively. The Company’s policy is to report the change in book overdrafts as an operating activity in the Consolidated Statements of Cash Flows. Segments The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and allocation of capital within the segment. Reportable segments are as follows: ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture and distribution of engineered metal and composite poles, towers, and components for lighting, traffic, and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products; UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for utility transmission, distribution, substations, and renewable energy generation equipment; COATINGS: This segment consists of galvanizing, painting, and anodizing services to preserve and protect metal products; and IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment, parts, services, tubular products, water management solutions, and technology for precision agriculture. Fiscal Year The Company operates on a 52 or 53 week fiscal year with each year ending on the last Saturday in December. Accordingly, the Company’s fiscal years ended December 25 , 2021 , December 26, 2020 and December 28, 2019 consisted of 52 weeks. Accounts Receivable Accounts receivable are reported on the balance sheet net of any allowance for doubtful accounts. Allowances are maintained in amounts considered to be appropriate in relation to the outstanding receivables based on age of the receivable, economic conditions and customer credit quality. As the Company’s international business has grown, the exposure to potential losses in international markets has also increased. These exposures can be difficult to estimate, particularly in areas of political instability, or with governments with which the Company has limited experience, or where there is a lack of transparency as to the current credit condition of governmental units. 46 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) The following table details the balances of our allowance for doubtful receivables and changes therein: For periods ended: Balance at Beginning of Period Charged to Profit and Loss Currency Translation Adjustment Deductions from Reserves Balance at Close of Period December 25, 2021 $ 15,952 $ 3,379 $ ( 339 ) $ ( 942 ) $ 18,050 December 26, 2020 9,548 7,957 260 ( 1,813 ) 15,952 December 28, 2019 8,277 2,543 ( 76 ) ( 1,196 ) 9,548 The Company sells trade accounts receivable at a discount under uncommitted trade accounts receivable sale programs to third party financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the financial institutions. Transfers of accounts receivable are accounted for as sales and, accordingly, accounts receivables sold are excluded from Accounts receivable – net on the Consolidated Balance Sheet and cash proceeds are reflected in Cash flows from operating activities on the Consolidated Statement of Cash Flows. The difference between the carrying amount of the trade accounts receivables sold and the cash received, or discount, is recorded in Other expenses on the Consolidated Statement of Operations. For the period ended December 31, 2021, the Company sold trade accounts receivable of $ 25.4 million. The Company did not sell trade accounts receivable in 2020. The fees associated with trade accounts receivables sold are immaterial. Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. Long-Lived Assets Property, plant and equipment are recorded at historical cost. The Company generally uses the straight-line method in computing depreciation and amortization for financial reporting purposes and accelerated methods for income tax purposes. The annual provisions for depreciation and amortization have been computed principally in accordance with the following ranges of asset lives: buildings and improvements 15 to 40 years, machinery and equipment 3 to 12 years, transportation equipment 3 to 24 years, office furniture and equipment 3 to 7 years and intangible assets 5 to 20 years. Depreciation expense in fiscal 2021, 2020 and 2019 was $ 70,223 , $ 63,890 and $ 64,177 , respectively. An impairment loss is recognized if the carrying amount of an asset may not be recoverable and exceeds estimated future undiscounted cash flows of the asset. A recognized impairment loss reduces the carrying amount of the asset to its estimated fair value. The Company recognized a pre-tax $ 27,900 impairment of long-lived assets (property, plant, and equipment, customer relationship intangible asset, and trade name) in 2021 when it determined that its offshore and other complex steel structures reporting unit will not generate sufficient cash flows to recover the carrying values. An impairment test was required in November 2021 when the Company received clarifying information on the competitive environment of this reporting unit in Europe. Impairment losses were recorded in 2020 as facilities were closed and future plans for certain fixed assets changed in connection with the Company's restructuring plans. Upon adoption of ASC 842, Leases in 2019, the Company impaired the right-of-use (lease) asset for one of its galvanizing facilities in Australia as it will not generate sufficient cash flows to recover the carrying value. 47 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) The Company evaluates its reporting units for impairment of goodwill during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable. Reporting units are evaluated using after-tax operating cash flows (less capital expenditures) discounted to present value ("discounted cash flows"). For the solar tracking reporting unit, the Company valued this reporting unit using a blend of the discounted cash flows and multiple of earnings before interest, taxes, depreciation and amortization (EBITDA) approach. Indefinite‑lived intangible assets are assessed separately from goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the underlying assumptions related to the valuation of a reporting unit’s goodwill or an indefinite‑lived intangible asset change materially before or after the annual impairment testing, the reporting unit or asset is evaluated for potential impairment. In these evaluations, management considers recent operating performance, expected future performance, industry conditions and other indicators of potential impairment. See footnote 7 for details of impairments recognized during 2021 and 2020. Income Taxes The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Warranties The Company's provision for product warranty reflects management's best estimate of probable liability under its product warranties. Estimated future warranty costs are recorded at the time a sale is recognized. Future warranty liability is determined based on applying historical claim rate experience to units sold that are still within the warranty period. In addition, the Company records provisions for known warranty claims. Pension Benefits Certain expenses are incurred in connection with a defined benefit pension plan. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. Derivative Instruments The Company may enter into derivative financial instruments to manage risk associated with fluctuation in interest rates, foreign currency rates or commodities. Where applicable, the Company may elect to account for such derivatives as either a cash flow, fair value, or net investment hedge. Comprehensive Income (Loss) Comprehensive income (loss) includes net income, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in 48 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) effect on the balance sheet dates. The components of accumulated other comprehensive income (loss) consisted of the following: Foreign Currency Translation Adjustments Gain on Hedging Activities Defined Benefit Pension Plan Accumulated Other Comprehensive Income (Loss) Balance at December 26, 2020 $ ( 213,064 ) $ 15,550 $ ( 112,272 ) $ ( 309,786 ) Current-period comprehensive income (loss) ( 30,286 ) 227 76,718 46,659 Balance at December 25, 2021 $ ( 243,350 ) $ 15,777 $ ( 35,554 ) $ ( 263,127 ) Revenue Recognition The Company determines the appropriate revenue recognition for our contracts by analyzing the type, terms and conditions of each contract or arrangement with a customer. Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue, and do not include variable consideration. Discounts included in contracts with customers, typically early pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized. Contract revenues are classified as product when the performance obligation is related to the manufacturing of goods. Contract revenues are classified as service when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings segment. Customer acceptance provisions exist only in the design stage of our products and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize revenue associated with the design stage. There is one performance obligation for revenue recognition. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. The Company does not sell extended warranties for any of its products. Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the Utility segment and the wireless communication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company elected the practical expedient to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. On December 25, 2021, we had approximately $ 165,657 of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 24 months. In addition, the Company elected the practical expedient to not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services; the Company expects all consideration to be received in one year or less from transfer of goods. Segment and Product Line Revenue Recognition The global Utility segment revenues are derived from manufactured steel and concrete structures for the North America utility industry and offshore and other complex structures used in energy generation and distribution outside of the United States. Steel and concrete utility structures are engineered to customer specifications resulting in limited ability to sell the structure to a different customer if an order is canceled after production commences. The continuous transfer of control to the customer is evidenced either by contractual termination clauses or by our rights to payment for work performed to-date plus a reasonable profit as the products do not have an alternative use to the Company. Since control is transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment. For our steel and concrete utility and wireless communication structure product lines, we generally recognize revenue on an inputs basis, using total production hours incurred to-date for each order as a percentage of total hours estimated to produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold and gross 49 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) profit. Production of an order, once started, is typically completed within three months. Revenue from the Offshore and other complex structures business is also recognized using an inputs method, based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain sales of steel and concrete structures; the Company has chosen to use the practical expedient to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. The global ESS segment revenues are derived from the manufacture and distribution of engineered metal, composite structures and components for lighting and traffic and roadway safety, engineered access systems, and wireless communication. For the lighting and traffic and roadway safety product lines, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. For Access Systems, revenue is generally recognized upon delivery of goods to the customer which is the same point in time that the customer is billed. The wireless communication monopole product line has large regional customers who have unique product specifications for these larger communication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. For the remaining wireless communication product line customers which do not provide a contractual right to bill for work completed on a canceled order, revenue is recognized upon shipment or delivery of the goods to the customer which is the same point in time that the customer is billed. For wireless communication towers and components, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. The global Coatings segment revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer which is the same time that the customer is billed. The global Irrigation segment revenues are derived from the manufacture of agricultural irrigation equipment and related parts and services for the agricultural industry and tubular products for industrial customers. Revenue recognition for the irrigation segment is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months. Disaggregation of revenue by product line is disclosed in the Segment footnote. A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the fiscal years ended December 25 , 2021 and December 26, 2020 is as follows: Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Point in Time Over Time Point in Time Over Time Point in Time Over Time Utility Support Structures $ 62,904 $ 1,058,100 $ 86,382 $ 915,756 $ 47,450 $ 838,158 Engineered Support Structures 1,026,312 38,128 940,513 43,010 952,056 50,020 Coatings 299,081 — 269,602 — 300,640 — Irrigation 996,278 20,772 624,831 15,261 564,918 13,734 Total $ 2,384,575 $ 1,117,000 $ 1,921,328 $ 974,027 $ 1,865,064 $ 901,912 The Company's contract asset as of December 25 , 2021 and December 26, 2020 was $ 142,643 and $ 123,495 , respectively. Both steel and concrete Utility customers in North America are generally invoiced upon shipment or delivery of the goods to the customer's specified location with few customers that make up-front or progress payments. The Offshore and complex steel structures business invoices customers a number of ways including advanced billings, progress billings, and billings upon shipment. 50 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) At December 25 , 2021 and December 26, 2020, total contract liabilities were $ 213,203 and $ 170,919 , respectively. At December 25, 2021, $ 135,746 is recorded as contract liabilities and $ 77,457 is recorded as other noncurrent liabilities on the condensed consolidated balance sheets. During the fiscal year ended December 25 , 2021 and December 26, 2020, the Company recognized $ 105,406 and $ 74,319 of revenue that was included in the liability as of December 26, 2020 and December 28, 2019. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. At December 25, 2021, the Company had $ 165,657 of remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months. Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the reported amounts of revenue and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries which are recorded within "Other assets" on the Consolidated Balance Sheets. Treasury Stock Repurchased shares are recorded as “Treasury Stock” and result in a reduction of “Shareholders’ Equity.” When treasury shares are reissued, the Company uses the last-in, first-out method, and the difference between the repurchase cost and re-issuance price is charged or credited to “Additional Paid-In Capital.” In May 2014, the Company announced a capital allocation philosophy which covered a share repurchase program. Specifically, the Board of Directors at that time authorized the purchase of up to $ 500,000 of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. In February 2015 and again in October 2018, the Board of Directors authorized an additional purchase of up to $ 250,000 of the Company's outstanding common stock with no stated expiration date. As of December 25 , 2021 , the Company has acquired 6,475,406 shares for approximately $ 878,138 under this share repurchase program. Research and Development Research and development costs are charged to operations in the year incurred. These costs are a component of “Selling, general and administrative expenses” on the Consolidated Statements of Earnings. Research and development expenses were approximately $ 37,000 in 2021, $ 21,400 in 2020, and $ 13,900 in 2019. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (ASU 2019-12), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of Accounting Standards Codification (ASC) 740. The Company adopted this ASU on the first day of fiscal 2021. The adoption of ASU No. 2019-12 did not have a significant impact on the consolidated financial statements. Recently Issued Accounting Pronouncements (not yet adopted) In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions that 51 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. This guidance can be adopted on a prospective basis no later than December 31, 2022, with early adoption permitted. The Company does not expect ASU 2020-04 to have a material impact to our consolidated financial statements and related disclosures. (2) ACQUISITIONS Acquisitions of Businesses On May 12, 2021, the Company acquired the outstanding shares of Prospera Technologies, Ltd. ("Prospera"), an artificial intelligence company focused on machine learning and computer vision in agriculture, for $ 300,000 in cash (net of cash acquired). The acquisition of Prospera, located in Tel Aviv, Israel, was made to allow the Company to accelerate innovation with machine learning for agronomy and is reported in the Irrigation segment. In the purchase price allocation, goodwill of $ 273,453 , developed technology of $ 32,900 , trade name of $ 2,850 , property, plant, and equipment of $ 1,063 , and a deferred tax liability of $ 8,223 were recorded with the remainder to net working capital. Goodwill is no t deductible for tax purposes, the trade name will be amortized over 7 years, and the developed technology asset will be amortized over 5 years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company finalized the purchase price allocation in the fourth quarter of 2021. On April 20, 2021 the Company acquired the assets of PivoTrac for $ 12,500 in cash. The agreed upon purchase price was $ 14,000 , with $ 1,500 being held back for seller representations and warranties that will be settled within 12 months of the acquisition date. The acquisition of PivoTrac, located in Texas, was made to allow the Company to advance its technology strategy and increase its number of connected agricultural devices and is reported in the Irrigation segment. The preliminary fair values assigned were $ 10,800 for goodwill, $ 2,627 for customer relationships, and the remainder is net working capital. Goodwill is no t deductible for tax purposes and the customer relationship will be amortized over 8 years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company expects the purchase price allocation to be finalized in the second quarter of 2022. On May 29, 2020, the Company acquired 55 % of Energia Solar do Brasil ("Solbras") for $ 4,308 . Approximately $ 646 of the purchase price was contingent on seller representations and warranties and was settled for the full amount in the second quarter of 2021. Solbras is a leading provider of solar energy solutions for agriculture. In the purchase price allocation, goodwill of $ 3,341 and customer relationships of $ 3,718 were recorded and the remainder to net working capital. Goodwill is no t deductible for tax purposes and the customer relationship will be amortized over 8 years. The acquisition of Solbras, located in Brazil, was made to allow the Company to expand its product offerings in the Irrigation segment to include not only pivots, but also a sustainable and low-cost energy source to provide electricity to the units. The Company finalized the purchase price allocation in the fourth quarter of 2020. On March 6, 2020, the Company acquired 75 % of KC Utility Packaging, LLC for $ 4,200 . Approximately $ 400 of the purchase price was contingent on seller representations and warranties and was settled for the full amount in the first quarter of 2021. The Company name was subsequently changed to Valmont Substations LLC. The acquisition was made to expand the Company's utility substation product offering. In the purchase price allocation, goodwill of $ 1,100 , customer relationships of $ 4,000 , and other intangibles of $ 500 were recorded. The Company finalized the purchase price allocation in the fourth quarter of 2020. On May 13, 2019, the Company acquired the assets of Connect-It Wireless, Inc. ("Connect-It") for $ 6,034 in cash. Connect-It operates in Florida and is a manufacturer and distributor of wireless site components and safety products. In the purchase price allocation, goodwill of $ 3,299 and customer relationships of $ 828 were recorded and the remainder to net working capital. A portion of the goodwill is deductible for tax purposes. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. Connect-It is included in the ESS segment and was acquired to expand the Company's wireless component distribution network. The purchase price allocation was finalized in the fourth quarter of 2019. 52 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) On February 11, 2019, the Company acquired the outstanding shares of United Galvanizing ("United"), a provider of coatings services for $ 26,000 in cash. The agreed upon purchase price was $ 28,000 , with $ 2,000 being contingent on seller representations and warranties that was settled in the first quarter of 2020 for $ 1,522 . The acquisition of United, located in Houston, Texas further expanded the Company's galvanizing footprint in North America and is reported in the Coatings segment. The fair values assigned were $ 12,374 for goodwill, $ 3,170 for customer relationships, trade name of $ 894 , $ 10,987 for property, plant, and equipment, and the remainder to net working capital. Goodwill is no t deductible for tax purposes and the customer relationship will be amortized over 10 years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The trade name has an indefinite life. The Company finalized the purchase price allocation in the fourth quarter of 2019. Acquisition-related costs incurred for the above acquisitions were insignificant for all years presented. Proforma disclosures were omitted for the 2021 and 2020 acquisitions as the 2021 acquisitions of Prospera and PivoTrac and the 2020 acquisitions of Solbras and Valmont Substation do not have a significant impact on the Company's financial results. The proforma effect of 2019 acquisitions on the 2019 Consolidated Statements of Earnings is as follows: Fifty-two Weeks Ended December 28, 2019 Net sales $ 2,772,150 Net earnings 146,941 Earnings per share-diluted 6.75 Acquisitions of Noncontrolling Interests In February 2020, the Company acquired the remaining 49 % of AgSense that it did not own for $ 43,983 , which includes a holdback payment of $ 2,200 that was made in the second quarter of 2020. The accounting for owning 100 % of AgSense resulted in the recognition of a deferred tax asset of approximately $ 7,700 . In December 2020, the Company acquired the remaining 40 % of Torrent Engineering and Equipment that it did not own for $ 3,500 . In the first quarter of 2020, the Company acquired 16 % of the remaining 25 % that it did not own of Convert Italia for a cash payment of $ 11,750 . The purchase agreement also settled the escrow funds which the Company had paid at date of acquisition. 53 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (3) RESTRUCTURING ACTIVITIES During 2020, the Company executed certain regional restructuring activities (the "2020 Plan") primarily in the ESS and Utility segments and a U.S. specific early retirement program covering all segments. The 2020 Plan included the closure of one U.S. Coatings facility. All 2020 restructuring activities were completed by December 26, 2020. The Company recorded the following pre-tax expenses: ESS Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 474 $ 241 $ 424 $ — $ — $ 1,139 Other cash restructuring expenses 181 1,070 596 — — 1,847 Impairments of fixed assets/net loss on disposals 345 2,866 540 — — 3,751 Total cost of sales 1,000 4,177 1,560 — — 6,737 Severance 4,441 2,393 2,231 2,968 1,761 13,794 Other cash restructuring expenses 1,700 71 160 — 244 2,175 Impairments of assets/net loss on disposals 443 — — — — 443 Total selling, general and administrative expenses 6,584 2,464 2,391 2,968 2,005 16,412 Consolidated total $ 7,584 $ 6,641 $ 3,951 $ 2,968 $ 2,005 $ 23,149 Change in the current liabilities recorded for the restructuring plans were as follows: Balance at December 26, 2020 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at December 25, 2021 Severance $ 12,660 $ ( 12,660 ) $ — 54 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (4) CASH FLOW SUPPLEMENTARY INFORMATION The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the fifty-two weeks ended December 25 , 2021 and December 26, 2020, and December 28, 2019 were as follows: 2021 2020 2019 Interest $ 41,159 $ 40,209 $ 39,032 Income taxes 60,366 54,801 43,629 The acquisitions in 2020 and 2019 included hold back payments contingent on seller representations and warranties of $ 1,046 and $ 5,456 , respectively. The 2020 hold back payments were released from a trust in the first half of 2021 and the 2019 hold back payments were paid in the first quarter of 2020 and are shown as an investing use of cash in the acquisitions line item of the consolidated statements of cash flows. (5) INVENTORIES Inventories consisted of the following at December 25 , 2021 and December 26, 2020: 2021 2020 Raw materials and purchased parts $ 278,107 $ 155,512 Work-in-process 63,628 33,632 Finished goods and manufactured goods 387,099 259,797 $ 728,834 $ 448,941 (6) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, at cost, consist of the following: 2021 2020 Land and improvements $ 112,236 $ 114,831 Buildings and improvements 413,884 373,271 Machinery and equipment 672,319 616,765 Transportation equipment 27,020 28,610 Office furniture and equipment 117,757 101,487 Construction in progress 78,885 106,416 $ 1,422,101 $ 1,341,380 55 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (7) GOODWILL AND INTANGIBLE ASSETS Amortized Intangible Assets The components of amortized intangible assets at December 25, 2021 and December 26, 2020 were as follows: December 25, 2021 Gross Carrying Amount Accumulated Amortization Weighted Average Life Customer Relationships $ 224,597 $ 160,626 13 years Patents & Proprietary Technology 58,699 13,955 9 years Trade Name 2,850 183 7 years Other 4,534 3,959 6 years $ 290,680 $ 178,723 December 26, 2020 Gross Carrying Amount Accumulated Amortization Weighted Average Life Customer Relationships $ 237,232 $ 155,760 13 years Patents & Proprietary Technology 26,208 8,301 14 years Other 7,602 6,786 4 years $ 271,042 $ 170,847 Amortization expense for intangible assets was $ 21,320 , $ 18,147 and $ 18,087 for the fiscal years ended December 25 , 2021 , December 26, 2020 and December 28, 2019, respectively. During the fourth quarter of fiscal 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the Valmont SM business in Europe. As a result, an impairment charge of approximately $ 4,483 was recognized against the remaining net book value of the Valmont SM customer relationship. Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated Amortization Expense 2022 $ 19,466 2023 17,692 2024 15,768 2025 14,301 2026 10,123 The useful lives assigned to finite‑lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset. 56 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Non-amortized intangible assets Intangible assets with indefinite lives are not amortized. The carrying values of these trade names at December 25 , 2021 and December 26, 2020 were as follows: December 25 , 2021 December 26, 2020 Year Acquired Newmark $ 11,111 $ 11,111 2004 Webforge 7,877 7,972 2010 Valmont SM 6,082 8,720 2014 Ingal EPS/Ingal Civil Products 7,637 7,730 2010 Shakespeare 4,000 4,000 2014 Walpar 3,500 3,500 2018 Convert 8,479 9,137 2018 Other 14,721 14,828 $ 63,407 $ 66,998 In its determination of these intangible assets as indefinite‑lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized. The Company’s trade names were tested for impairment as of August 28, 2021. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, no trade names were determined to be impaired. During the fourth quarter of fiscal 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the Valmont SM business in Europe. As a result, an impairment charge of approximately $ 2,013 was recognized against the Valmont SM trade name. In conjunction with an interim second quarter 2020 goodwill impairment test, impairment indicators were noted for the Webforge and Locker trade names requiring an interim impairment test. As a result, an impairment charge of approximately $ 3,900 was recognized against these two trade names in fiscal 2020. Goodwill The carrying amount of goodwill by segment as of December 25 , 2021 and December 26, 2020 was as follows: Engineered Support Structures Segment Utility Support Structures Segment Coatings Segment Irrigation Segment Total Gross balance at December 26, 2020 $ 232,323 $ 135,335 $ 94,309 $ 30,177 $ 492,144 Accumulated impairment losses ( 31,245 ) ( 14,355 ) ( 16,222 ) — ( 61,822 ) Balance at December 26, 2020 201,078 120,980 78,087 30,177 $ 430,322 Acquisitions — — — 284,253 284,253 Foreign currency translation ( 1,632 ) ( 3,256 ) ( 203 ) ( 918 ) ( 6,009 ) Balance at December 25, 2021 $ 199,446 $ 117,724 $ 77,884 $ 313,512 $ 708,566 57 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Engineered Support Structures Segment Utility Support Structures Segment Coatings Segment Irrigation Segment Total Gross balance at December 28, 2019 $ 228,634 $ 130,594 $ 93,747 $ 25,136 $ 478,111 Accumulated impairment losses ( 18,670 ) ( 14,355 ) ( 16,222 ) — ( 49,247 ) Balance at December 28, 2019 209,964 116,239 77,525 25,136 428,864 Acquisitions — 1,100 — 5,038 6,138 Impairment ( 12,575 ) — — — ( 12,575 ) Foreign currency translation 3,689 3,641 562 3 7,895 Balance at December 26, 2020 $ 201,078 $ 120,980 $ 78,087 $ 30,177 $ 430,322 The Company’s annual impairment test of goodwill was performed as of August 28, 2021, using primarily the discounted cash flow method. The solar tracking structure reporting unit projects meaningful annual revenue growth for the foreseeable future due to strong market conditions. Therefore, we valued this reporting unit using a blend of both the discounted cash flows and a market approach. The market valuation approach estimates the terminal value for this reporting unit using a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). During fiscal 2021, no goodwill impairment was recorded. In April 2020, the price of a barrel of oil began a large decline and various economic forecasts show the lower price of oil will continue into the next few years. This lower price for oil and a revised assessment of the Australian market performed in conjunction with the executed restructuring activities required the Company to re-assess the financial projections for the Access Systems reporting unit. This resulted in lower projected net sales, operating income, and cash flows for this reporting unit, resulting in the need for an interim impairment test. The results of the test showed that the reporting unit's carrying value was higher than its estimated fair value. Accordingly, the Company recorded a $ 12,575 impairment of Access System's goodwill in the second quarter of 2020. (8) BANK CREDIT ARRANGEMENTS The Company maintains various lines of credit for short-term borrowings totaling $ 137,818 available at December 25 , 2021 . As of December 25 , 2021 and December 26, 2020, $ 13,439 and $ 35,147 was outstanding and recorded as notes payable to banks in the Consolidated Balance Sheets, respectively. The interest rates charged on these lines of credit vary in relation to the banks’ costs of funds. The weighted average interest rate on short-term borrowings was 6.31 % at December 25 , 2021 . The unused and available borrowings under the lines of credit were $ 124,379 at December 25 , 2021 . The lines of credit can be modified at any time at the option of the banks. The Company pays no fees in connection with unused lines of credit. (9) INCOME TAXES Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries are as follows: 2021 2020 2019 United States $ 202,051 $ 169,281 $ 166,108 Foreign 58,032 23,487 33,750 $ 260,083 $ 192,768 $ 199,858 58 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Income tax expense (benefit) consists of: 2021 2020 2019 Current: Federal $ 30,031 $ 30,431 $ 27,809 State 8,891 8,302 5,568 Foreign 20,644 12,730 13,130 59,566 51,463 46,507 Non-current: 1,777 ( 451 ) ( 240 ) Deferred: Federal 4,587 ( 6,086 ) 47 State 558 ( 822 ) 160 Foreign ( 5,074 ) 5,511 1,279 71 ( 1,397 ) 1,486 $ 61,414 $ 49,615 $ 47,753 The reconciliations of the statutory federal income tax rate and the effective tax rate follows: 2021 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 3.5 2.5 Carryforwards, credits and changes in valuation allowances 1.5 ( 1.6 ) ( 1.0 ) Foreign tax rate differences ( 0.1 ) ( 1.7 ) 0.3 Changes in unrecognized tax benefits 0.7 0.2 ( 0.1 ) Goodwill and intangible impairment — 2.4 — Other ( 2.4 ) 1.9 1.2 23.6 % 25.7 % 23.9 % Fiscal 2021 includes $ 1,894 of U.S. tax benefits related to foreign taxes paid offset by $ 5,102 of valuation allowance recorded against the Offshore and other complex steel structures deferred tax assets. Fiscal year 2020 includes $ 4,651 of tax expense related to non-tax deductible impairment of goodwill. Fiscal year 2020 also includes $ 1,100 of tax expense primarily related to restructuring charges for which no tax benefits have been recorded due to the increase in valuation allowance. 59 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company’s net deferred income tax assets/liabilities are as follows: 2021 2020 Deferred income tax assets: Accrued expenses and allowances $ 21,241 $ 17,203 Tax credits and loss carryforwards 83,690 81,912 Defined benefit pension liability 134 30,623 Inventory allowances 2,818 — Accrued compensation and benefits 24,302 23,545 Lease liabilities 41,128 23,715 Deferred compensation 10,893 13,883 Gross deferred income tax assets 184,206 190,881 Valuation allowance ( 54,256 ) ( 44,451 ) Net deferred income tax assets 129,950 146,430 Deferred income tax liabilities: Property, plant and equipment 37,686 35,701 Intangible assets 48,244 43,699 Inventory allowances — 5,705 Lease assets 41,128 23,715 Other deferred tax liabilities 5,041 5,248 Total deferred income tax liabilities 132,099 114,068 Net deferred income tax asset (liability) $ ( 2,149 ) $ 32,362 Deferred income tax assets (liabilities) are presented as follows on the Consolidated Balance Sheets: Balance Sheet Caption 2021 2020 Other assets $ 45,700 $ 74,051 Deferred income taxes ( 47,849 ) ( 41,689 ) Net deferred income tax asset (liability) $ ( 2,149 ) $ 32,362 Management of the Company has reviewed recent operating results and projected future operating results. The Company's belief that realization of its net deferred tax assets is more likely than not is based on, among other factors, changes in operations that have occurred in recent years and available tax planning strategies. At December 25 , 2021 and December 26, 2020 respectively, there were $ 83,690 and $ 81,912 relating to tax credits and loss carryforwards. Valuation allowances have been established for certain losses that reduce deferred tax assets to an amount that will, more likely than not, be realized. During fiscal 2021, it was determined no longer more likely than not that the Offshore and complex steel structures reporting unit, based in Denmark, would generate future taxable income so a valuation allowance of $ 5,102 was recognized against their tax loss carryforwards. Also in 2021, the Company recorded a valuation allowance of $ 6,472 against the tax attributes related to the acquisition of Prospera. The deferred tax assets at December 25 , 2021 that are associated with tax loss and tax credit carryforwards not reduced by valuation allowances expire in periods starting in 2023. Uncertain tax positions included in other non-current liabilities are evaluated in a two-step process, whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company would 60 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The following summarizes the activity related to our unrecognized tax benefits in 2021 and 2020, in thousands: 2021 2020 Gross unrecognized tax benefits—beginning of year $ 1,864 $ 2,300 Gross increases—tax positions in prior period 1,315 — Gross decreases—tax positions in prior period ( 6 ) ( 1 ) Gross increases—current‑period tax positions 240 398 Settlements with taxing authorities — ( 183 ) Lapse of statute of limitations ( 749 ) ( 650 ) Gross unrecognized tax benefits—end of year $ 2,664 $ 1,864 There are approximately $ 406 of uncertain tax positions for which reversal is reasonably possible during the next 12 months due to the closing of the statute of limitations. The nature of these uncertain tax positions is generally the computation of a tax deduction or tax credit. During 2021, the Company recorded a reduction of its gross unrecognized tax benefit of $ 749 with $ 592 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the United States. During 2020, the Company recorded a reduction of its gross unrecognized tax benefit of $ 650 , with $ 513 recorded as a reduction of its income tax expense, due to the expiration of statutes of limitation in the United States. In addition to these amounts, there was an aggregate of $ 1,758 and $ 845 of interest and penalties at December 25 , 2021 and December 26, 2020, respectively. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Earnings. The Company files income tax returns in the U.S. and various states as well as foreign jurisdictions. Tax years 2017 and forward remain open under U.S. statutes of limitation. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 4,324 and $ 2,547 at December 25 , 2021 and December 26, 2020, respectively. (10) LONG-TERM DEBT Long-term debt is as follows: December 25 , 2021 December 26, 2020 5.00 % senior unsecured notes due 2044(a) $ 450,000 $ 450,000 5.25 % senior unsecured notes due 2054(b) 305,000 305,000 Unamortized discount on 5.00 % and 5.25 % senior unsecured notes (a)(b) ( 20,436 ) ( 20,799 ) Revolving credit agreement (c) 218,897 — Other notes 5,684 4,483 Debt issuance costs ( 7,189 ) ( 7,505 ) Long-term debt 951,956 731,179 Less current installments of long-term debt 4,884 2,748 Long-term debt, excluding current installments $ 947,072 $ 728,431 (a) The 5.00 % senior unsecured notes due 2044 include an aggregate principal amount of $ 450,000 on which interest is paid and an unamortized discount balance of $ 13,120 at December 25 , 2021 . The notes bear interest at 5.000 % per annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. 61 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (b) The 5.25 % senior unsecured notes due 2054 include an aggregate principal amount of $ 305,000 on which interest is paid and an unamortized discount balance of $ 7,316 at December 25 , 2021 . The notes bear interest at 5.250 % per annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. (c) On October 18, 2021, we along with our wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as borrowers, entered into an amendment and restatement of our revolving credit agreement with our lenders. The maturity date of the revolving credit facility was extended to October 18, 2026. The credit facility provides for $ 800,000 of committed unsecured revolving credit loans with available borrowings thereunder to $ 400,000 in foreign currencies. We may increase the credit facility by up to an additional $ 300,000 at any time, subject to lenders increasing the amount of their commitments. The interest rate on the borrowings will be, at the Company's option, either: (i) term SOFR (based on a 1, 3 or 6 month interest period, as selected by the Company) plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company's senior, unsecured, long-term debt published by Standard & Poor's Rating Services and Moody's Investors Service, Inc.; (ii) the higher of • the prime lending rate , • the overnight bank rate plus 50 basis points, and • term SOFR (based on a 1 month interest period) plus 110 basis points, plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company's senior, unsecured, debt published by Standard & Poor's Rating Services and Mood's Investors Service, Inc.; or (iii) daily simple SOFR plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company's senior, unsecured, long-term debt published by Standard & Poor's Rating Services and Mood's Investors Service, Inc. At December 25 , 2021 , the Company had $ 218,897 outstanding borrowings under the revolving credit facility. The revolving credit facility has a maturity date of October 18, 2026, and contains a financial covenant that may limit additional borrowing capability under the agreement. At December 25 , 2021 , the Company had the ability to borrow $ 590,521 under this facility, after consideration of standby letters of credit of $ 744 associated with certain insurance obligations. We also maintain certain short-term bank lines of credit totaling $ 137,818 , $ 124,379 of w hich was unused at December 25 , 2021 . The revolving credit facility includes a financial leverage covenant. The Company was in compliance with this covenant at December 25 , 2021 . The minimum aggregate maturities of long-term debt for each of the five years following 2021 are: $ 4,884 , $ 601 , $ 179 , $ 20 and $ 218,897 . The obligations arising under the 5.00 % senior unsecured notes due 2044, the 5.25 % senior unsecured notes due 2054, and the revolving credit facility are guaranteed by the Company and its wholly-owned subsidiaries Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty. Ltd. 62 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (11) STOCK-BASED COMPENSATION The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. At December 25 , 2021 , 266,739 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. The Company’s policy is to issue shares upon exercise of stock options or vesting of restricted stock units or issuance of restricted stock from treasury shares held by the Company. Under the stock option plans, the exercise price of each option equals the market price at the time of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three years or on the fifth anniversary of the grant. Expiration of grants is seven to ten years from the date of grant. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant. The Company recorded $ 28,720 , $ 14,874 and $ 11,587 of compensation expense (included in selling, general and administrative expenses) in the 2021, 2020 and 2019 fiscal years for all share-based compensation programs, respectively. The associated tax benefits recorded in the 2021, 2020 and 2019 fiscal years was $ 7,180 , $ 3,719 and $ 2,897 , respectively. At December 25 , 2021 , the amount of unrecognized stock option compensation expense, to be recognized over a weighted average period of 2.38 years, was approximately $ 6,028 . The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made in 2021, 2020 and 2019 was estimated using the following assumptions: 2021 2020 2019 Expected volatility 33.01 % 33.72 % 33.13 % Risk-free interest rate 1.26 % 0.43 % 1.69 % Expected life from vesting date 4.0 yrs 4.0 yrs 3.0 yrs Dividend yield 1.20 % 1.24 % 1.07 % 63 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Following is a summary of the stock option activity during 2019, 2020 and 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 29, 2018 578,413 $ 127.74 Granted 57,648 147.31 Exercised ( 119,789 ) 113.02 Forfeited ( 27,712 ) 137.07 Outstanding at December 28, 2019 488,560 $ 133.13 4.04 $ 9,291 Options vested or expected to vest at December 28, 2019 478,575 $ 133.21 3.99 9,078 Options exercisable at December 28, 2019 341,828 $ 133.32 3.19 6,470 The weighted average per share fair value of options granted during 2019 was $ 37.85 . Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 28, 2019 488,560 $ 133.13 Granted 66,231 168.80 Exercised ( 147,014 ) 125.43 Forfeited ( 8,212 ) 137.49 Outstanding at December 26, 2020 399,565 $ 141.79 4.88 $ 12,103 Options vested or expected to vest at December 26, 2020 389,633 $ 141.56 4.81 11,890 Options exercisable at December 26, 2020 254,498 $ 138.64 3.38 8,510 The weighted average per share fair value of options granted during 2020 was $ 45.49 . Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 26, 2020 399,565 $ 141.79 Granted 47,223 252.89 Exercised ( 169,908 ) 135.76 Forfeited ( 416 ) 132.84 Outstanding at December 25, 2021 276,464 $ 164.48 5.88 $ 22,586 Options vested or expected to vest at December 25, 2021 268,338 $ 163.42 5.80 22,188 Options exercisable at December 25, 2021 154,860 $ 142.15 4.00 15,896 The weighted average per share fair value of options granted during 2021 was $ 67.81 . 64 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) In accordance with shareholder-approved plans, the Human Resource Committee of the Board of Directors may grant stock under various stock‑based compensation arrangements, including restricted stock awards, restricted stock units, performance based restricted stock units, and stock issued in lieu of cash bonuses. Under such arrangements, stock or cash (as applicable) is issued without direct cost to the employee. The restricted stock units are settled in Company stock when the restriction period ends. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant. All cash-settled restricted stock units are marked-to-market and presented within other accrued expenses and noncurrent liabilities in our Consolidated Balance Sheets. During fiscal 2021, 2020 and 2019, the Company granted restricted stock units to directors and certain management employees as follows (which are not included in the above stock plan activity tables): 2021 2020 2019 Shares granted 216,971 85,251 78,318 Weighted‑average per share price on grant date $ 236.28 $ 161.73 $ 145.89 Recognized compensation expense $ 16,147 $ 9,081 $ 8,815 During the second half of 2021, the Company granted 159,982 restricted shares, worth $ 36,916 , to certain employees of Prospera. These restricted shares vest in equal installments over four years, and require the employees to continue employment over those four years. As such, the related compensation expense will be incurred over the vesting period. At December 25 , 2021 the amount of deferred stock‑based compensation granted, to be recognized over a weighted‑average period of 3.21 years, was approximately $ 55,838 . Performance-based restricted stock units (PSU) awards consist of shares of our stock which are payable upon the determination that the Company achieve certain established performance targets and can range from 0 % to 200 % of the targeted payout based on the actual results. PSU's granted in 2021 have a performance period of three years . The fair value of each PSU granted is equal to the fair market value of our common stock on the date of grant. PSUs granted generally have a three years period cliff vesting schedule; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount of the award based on active employment during the service period. During fiscal 2021, 2020 and 2019, the Company granted PSU awards as follows (which are not included in the above stock plan activity tables): 2021 2020 2019 Shares granted 41,060 35,181 31,344 Weighted‑average per share price on grant date $ 230.40 $ 125.41 $ 136.14 Recognized compensation expense $ 10,035 $ 3,165 $ — 65 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (12) EARNINGS PER SHARE The following table provides a reconciliation between Basic and Diluted earnings per share (EPS): Basic EPS Dilutive Effect of Stock Options Diluted EPS 2021: Net earnings attributable to Valmont Industries, Inc. $ 195,630 $ — $ 195,630 Weighted average shares outstanding (000's) 21,193 300 21,493 Per share amount $ 9.23 $ 0.13 $ 9.10 2020: Net earnings attributable to Valmont Industries, Inc. $ 140,693 $ — $ 140,693 Weighted average shares outstanding (000's) 21,315 110 21,425 Per share amount $ 6.60 $ 0.03 $ 6.57 2019: Net earnings attributable to Valmont Industries, Inc. $ 146,408 $ — $ 146,408 Weighted average shares outstanding (000's) 21,659 110 21,769 Per share amount $ 6.76 $ 0.03 $ 6.73 Basic and diluted net earnings and earnings per share in fiscal 2021 was impacted by impairments of long-lived assets (customer relationship intangible asset, trade name, and property, plant and equipment) associated with the Offshore and other complex steel structures reporting unit of $ 21,678 after-tax ($ 1.01 per share) and a valuation allowance against the deferred tax assets of the Offshore and other complex steel structures reporting unit of $ 5,076 after-tax ($ 0.24 per share). Basic and diluted net earnings and earnings per share in fiscal 2020 was impacted by impairments of goodwill and intangible assets in fiscal 2020 of $ 16,220 after-tax ($ 0.76 per share) and restructuring expenses of $ 17,324 after-tax ($ 0.81 per share). Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share may not equal the total for the year. At the end of fiscal years 2021, 2020, and 2019 there were 47,223 , 0 , and 130,704 outstanding stock options, respectively, with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively. (13) EMPLOYEE RETIREMENT SAVINGS PLAN Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement Savings Plan (“VERSP”) is a defined contribution plan available to all eligible employees. Participants can elect to contribute up to 60 % of annual pay, on a pretax and/or after-tax basis. The Company also makes contributions to the Plan and a non-qualified deferred compensation plan for certain Company executives. The 2021, 2020 and 2019 Company contributions to these plans amounted to approximately $ 16,000 , $ 14,800 and $ 12,600 respectively. The Company sponsors a fully‑funded, non-qualified deferred compensation plan for certain Company executives who otherwise would be limited in receiving company contributions into VERSP under Internal Revenue Service regulations. The invested assets and related liabilities of these participants were $ 29,982 and $ 35,125 at December 25 , 2021 and December 26, 2020, respectively. Such amounts are included in “Other assets” and “Deferred compensation” on the Consolidated Balance Sheets. Amounts distributed from the Company’s non-qualified deferred compensation plan to participants under the transition rules of section 409A of the Internal Revenue Code were approximately $ 8,900 and $ 5,067 at December 25 , 2021 and December 26, 2020, respectively. All distributions were made in cash. 66 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (14) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of cash and cash equivalents, receivables, accounts payable, notes payable to banks and accrued expenses approximate fair value because of the short maturity of these instruments. The fair values of each of the Company’s long-term debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company’s current borrowing rate for similar debt instruments of comparable maturity (Level 2). The fair value estimates are made at a specific point in time and the underlying assumptions are subject to change based on market conditions. At December 25 , 2021 , the carrying amount of the Company’s long-term debt was $ 951,956 with an estimated fair value of approximately $ 1,175,332 . At December 26, 2020, the carrying amount of the Company’s long-term debt was $ 731,179 with an estimated fair value of approximately $ 884,846 . For financial reporting purposes, a three‑level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date is used. Inputs refers broadly to the assumptions that market participants would use in 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 market prices in active markets for identical assets or liabilities. • Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan of $ 29,982 ($ 35,125 in 2020) represent mutual funds, invested in debt and equity securities, classified as trading securities, considering the employee’s ability to change investment allocation of their deferred compensation at any time. The Company's remaining ownership in Delta EMD Pty. Ltd. (JSE:DTA) of $ 94 ($ 202 in 2020) is recorded at fair value at December 25 , 2021 . Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input. These securities are included in Other Assets on the Consolidated Balance Sheets. Derivative Financial Instruments: The fair value of foreign currency and commodity forward and cross currency contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. Fair Value Measurement Using: Carrying Value December 25 , 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Trading securities $ 30,076 $ 30,076 $ — $ — Derivative financial instruments, net $ ( 4,007 ) $ — $ ( 4,007 ) $ — Fair Value Measurement Using: Carrying Value December 26, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Trading securities $ 35,327 $ 35,327 $ — $ — Derivative financial instruments, net $ ( 5,911 ) $ — $ ( 5,911 ) $ — 67 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (15) DERIVATIVE FINANCIAL INSTRUMENTS The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries. Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments. Some derivative financial instruments are marked to market and recorded in the Company's consolidated statements of earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. The Company had open foreign currency forward contracts that are marked to market at December 25, 2021 and December 26, 2020, which are insignificant and thus excluded from the tables below. Derivative financial instruments have credit and market risk. The Company manages these risks of derivative instruments by monitoring limits as to the types and degree of risk that can be taken, and by entering into transactions with counterparties who are recognized, stable multinational banks. Fair value of derivative instruments at December 25 , 2021 and December 26, 2020 are as follows: Derivatives designated as hedging instruments: Balance sheet location December 25 , 2021 December 26, 2020 Commodity forward contracts Accrued expenses $ ( 5,802 ) $ — Foreign currency forward contracts Prepaid expenses and other assets 149 724 Foreign currency forward contracts Accrued expenses ( 118 ) — Cross currency swap contracts Prepaid expenses and other assets 1,764 600 Cross currency swap contracts Accrued expenses — ( 7,235 ) $ ( 4,007 ) $ ( 5,911 ) Gains (losses) on derivatives recognized in the consolidated statements of earnings for the years ended December 25 , 2021 , December 26, 2020, and December 28, 2019 are as follows: Derivatives designated as hedging instruments: Statements of earnings location 2021 2020 2019 Commodity forward contracts Product cost of sales $ 25,821 $ — $ ( 2,130 ) Foreign currency forward contracts Product Sales — 1,598 — Foreign currency forward contracts Other income (expense) ( 40 ) 187 950 Interest rate contracts Interest expense ( 64 ) ( 64 ) ( 64 ) Cross currency swap contracts Interest expense 2,780 2,738 2,823 $ 28,497 $ 4,459 $ 1,579 Cash Flow Hedges During 2021, the Company entered into steel hot rolled coil (HRC) forward contracts that qualify as a cash flow hedge of the variability in cash flows attributable to future steel purchases. The forward contracts had a notional amount of $ 93,498 for the total purchase of 86,100 short tons from May 2021 to December 2022. The gain (loss) realized upon settlement will be recorded in product cost of sales in the condensed consolidated statements of earnings over average inventory turns. In 2019, the Company entered into steel hot rolled coil (HRC) forward contracts which qualified as a cash flow hedge of the variability in the cash flows attributable to future steel purchases. In 2019, the forward contracts had a notional amount of $ 12,128 for the purchase of 3,500 short tons for each month from May 2019 to September 2019. The gain (loss) 68 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) realized upon settlement was recorded in product cost of sales in the consolidated statements of earnings over average inventory turns. During 2021, a Brazilian subsidiary with a Real functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a customer order with components purchased in Euros. The forward contracts, which qualify as a cash flow hedge, matured in July and September 2021 and had notional amounts to buy 3,800 euros in exchange for a stated amount of Brazilian Real. During 2021, a subsidiary with a Euro functional currency entered into a foreign currency forward contract to mitigate foreign currency risk related to a large customer order denominated in U.S. dollars. The forward contract, which qualifies as a fair value hedge, matured in December 2021 and a notional amount to sell $ 2,000 in exchange for a stated amount of Euros. In 2020, a Brazilian subsidiary with a Real functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a customer order with components purchased in Euros. The forward contracts, which qualify as a cash flow hedge, matured in December 2020 and a notional amount to buy 4,500 euros in exchange for a stated amount of Brazilian Real. In 2020, a subsidiary with a Euro functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a large customer order denominated in U.S. dollars. The forward contracts, which qualify as a cash flow hedge, matured in June 2021 and a notional amount to sell $ 27,500 in exchange for a stated amount of Euros. Net Investment Hedges In the second quarter of 2020, the Company early settled its Australian dollar denominated foreign currency forward contracts and received proceeds of $ 11,983 . In 2019, all net investment hedges incepted in 2018 were early settled and the Company received proceeds of $ 11,184 . Amounts will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries. In the second quarter of 2019, the Company entered into two fixed-for-fixed cross currency swaps ("CCS"), swapping U.S. dollar principal and interest payments on a portion of its 5.00 % senior unsecured notes due 2044 for Danish krone (DKK) and euro denominated payments. The CCS were entered into in order to mitigate foreign currency risk on the Company's euro and DKK investments and to reduce interest expense. Interest is exchanged twice per year on April 1 and October 1. Key terms of the two CCS are as follows: Currency Notional Amount Termination Date Swapped Interest Rate Net Settlement Amount Danish Krone (DKK) $ 50,000 April 1, 2024 2.68 % DKK 333,625 Euro $ 80,000 April 1, 2024 2.825 % € 71,550 The Company designated the full notional amount of the two CCS ($ 130,000 ) as a hedge of the net investment in certain Danish and European subsidiaries under the spot method, with all changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation within OCI, and will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS. (16) GUARANTEES The Company’s product warranty accrual reflects management’s best estimate of probable liability under its product warranties. Historical product claims data is used to estimate the cost of product warranties at the time revenue is recognized. 69 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Changes in the product warranty accrual, which is recorded in “Accrued expenses”, for the years ended December 25 , 2021 and December 26, 2020, were as follows: 2021 2020 Balance, beginning of period $ 14,787 $ 13,532 Payments made ( 6,444 ) ( 10,228 ) Change in liability for warranties issued during the period 13,534 12,287 Change in liability for pre-existing warranties ( 569 ) ( 804 ) Balance, end of period $ 21,308 $ 14,787 (17) COMMITMENTS & CONTINGENCIES Various claims and lawsuits are pending against Company and certain of its subsidiaries. The Company cannot fully determine the effect of all asserted and unasserted claims on its consolidated results of operations, financial condition, or liquidity. Where asserted and unasserted claims are considered probable and reasonably estimable, a liability has been recorded. We do not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. 70 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (18) DEFINED BENEFIT RETIREMENT PLAN Delta Ltd., a wholly-owned subsidiary of the Company, is the sponsor of the Delta Pension Plan ("Plan"). The Plan provides defined benefit retirement income to eligible employees in the United Kingdom. Pension retirement benefits to qualified employees are 1.67 % of final salary per year of service upon reaching the age of 65 years. This Plan has no active employees as members at December 25 , 2021 . Funded Status The Company recognizes the overfunded or underfunded status of the pension plan as an asset or liability. The funded status represents the difference between the projected benefit obligation (PBO) and the fair value of the plan assets. The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases (if applicable) and inflation. Plan assets are measured at fair value. Because the pension plan is denominated in British pounds sterling, the Company used exchange rates of $ 1.356 /£ and $ 1.308 /£ to translate the net pension liability into U.S. dollars at December 25, 2021 and December 26, 2020, respectively. The PBO was $ 761,706 at December 25 , 2021 . The net funded status of $ 536 at December 25 , 2021 is recorded as a noncurrent liability reflecting, in part, a significant actuarial gain for the period from December 26, 2020 to December 25, 2021 attributed to an increase in the discount rate. Projected Benefit Obligation and Fair Value of Plan Assets —The accumulated benefit obligation (ABO) is the present value of benefits earned to date, assuming no future compensation growth. As there are no active employees in the plan, the ABO is equal to the PBO for all years presented. The underfunded ABO represents the difference between the PBO and the fair value of plan assets. Changes in the PBO and fair value of plan assets for the pension plan for the period from December 28, 2019 to December 26, 2020 were as follows: Projected Benefit Obligation Plan Assets Funded status Fair Value at December 28, 2019 $ 744,403 $ 604,396 $ ( 140,007 ) Employer contributions — 35,399 Interest cost 12,954 — Prior service costs - GMP equalization 949 — Actual return on plan assets — 89,988 Benefits paid ( 18,212 ) ( 18,212 ) Actuarial (gain) loss 87,855 — Currency translation 32,224 30,079 Fair Value at December 26, 2020 $ 860,173 $ 741,650 $ ( 118,523 ) 71 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Changes in the PBO and fair value of plan assets for the pension plan for the period from December 26, 2020 to December 25 , 2021 were as follows: Projected Benefit Obligation Plan Assets Funded status Fair Value at December 26, 2020 $ 860,173 $ 741,650 $ ( 118,523 ) Employer contributions — 1,924 Interest cost 9,896 — Actual return on plan assets — 48,637 Benefits paid ( 22,952 ) ( 22,952 ) Actuarial (gain) ( 77,379 ) — Currency translation ( 8,032 ) ( 8,089 ) Fair Value at December 25, 2021 $ 761,706 $ 761,170 $ ( 536 ) Actuarial gain decreased the projected benefit obligation resulted from an increase in the discount rate to 1.90 % in 2021 versus 1.40 %. Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 25 , 2021 and December 26, 2020 consisted of actuarial gains (losses): Balance December 28, 2019 $ ( 143,726 ) Actuarial gain (loss) ( 16,731 ) Prior service costs - GMP equalization ( 814 ) Currency translation gain (loss) ( 3,987 ) Balance December 26, 2020 ( 165,258 ) Actuarial gain 102,529 Prior service costs amortization 550 Currency translation gain 1,239 Balance December 25, 2021 $ ( 60,940 ) Assumptions — The weighted-average actuarial assumptions used to determine the benefit obligation at December 25 , 2021 and December 26, 2020 were as follows: Percentages 2021 2020 Discount rate 1.90 % 1.40 % Salary increase N/A N/A CPI inflation 2.70 % 2.00 % RPI inflation 3.30 % 2.90 % Expense Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to the fair value of plan assets. Differences in actual experience in relation to assumptions are not recognized in net earnings immediately, but are deferred and, if necessary, amortized as pension expense. 72 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) The components of the net periodic pension expense for the fiscal years ended December 25 , 2021 and December 26, 2020 were as follows: Net Periodic Benefit Cost: 2021 2020 Interest cost $ 9,896 $ 12,954 Expected return on plan assets ( 27,763 ) ( 23,215 ) Amortization of prior service cost 550 513 Amortization of actuarial loss 2,750 2,437 Net periodic benefit expense (benefit) $ ( 14,567 ) $ ( 7,311 ) Assumptions — The weighted-average actuarial assumptions used to determine expense are as follows for fiscal 2021 and 2020: Percentages 2021 2020 Discount rate 1.15 % 2.05 % Expected return on plan assets 3.96 % 4.18 % CPI Inflation 2.00 % 2.15 % RPI Inflation 2.90 % 3.05 % The discount rate is based on the yields of AA-rated corporate bonds with durational periods similar to that of the pension liabilities. The expected return on plan assets is based on our asset allocation mix and our historical return, taking into account current and expected market conditions. The expected return of plan assets decreased from 3.96 % to 3.48 % for 2022 as the projected returns on the corporate bond plan assets is expected to decrease. Inflation is based on expected changes in the consumer price index or the retail price index in the U.K. depending on the relevant plan provisions. Cash Contributions The Company completed negotiations with Plan trustees in 2019 regarding annual funding for the Plan. The annual contributions into the Plan are $ 17,765 (/£ 13,100 ) per annum as part of the Plan’s recovery plan, along with a contribution to cover the administrative costs of the Plan of approximately $ 1,763 (/£ 1,300 ) per annum. In December 2020, the Company made its required 2021 annual contribution in addition to the required 2020 annual contribution that was made earlier in fiscal 2020. Benefit Payments The following table details expected pension benefit payments for the years 2022 through 2031: 2022 $ 23,045 2023 23,850 2024 24,650 2025 25,455 2026 26,260 Years 2027 - 2031 144,400 Asset Allocation Strategy The investment strategy for pension plan assets is to maintain a diversified portfolio consisting of • Long-term fixed‑income securities that are investment grade or government‑backed in nature; 73 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) • Common stock mutual funds in U.K. and non-U.K. companies, and; • Diversified growth funds, which are invested in a number of investments, including common stock, fixed income funds, properties and commodities. The Plan, as required by U.K. law, has an independent trustee that sets investment policy. The general strategy is to invest approximately 50 % of the assets of the plan in common stock mutual funds and diversified growth funds, with the remainder of the investments in long-term fixed income securities, including corporate bonds and index-linked U.K. gilts. The trustees regularly consult with representatives of the plan sponsor and independent advisors on such matters. The pension plan investments are held in a trust. The weighted‑average maturity of the corporate bond portfolio was 13 years at December 25 , 2021 . Fair Value Measurements The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. Leveraged inflation-linked gilts (LDIs) —LDIs are a combination of U.K. government-backed securities (such as bonds or other fixed income securities issued directly by the U.K. Treasury) money market instruments, and derivatives combined to give leveraged exposure to changes in the U.K. long-term interest and inflation rates. These funds are expected to offset a proportion of the impact changes in the long-term interest and inflation rates in the U.K. have on the pension plan's benefit plan obligation liability. The fair value recorded by the Plan is calculated using net asset value (NAV) for each investment. Temporary Cash Investments – These investments consist of British pound sterling, reported in terms of U.S. dollars based on currency exchange rates readily available in active markets. These temporary cash investments are classified as Level 1 investments. Corporate Bonds —Corporate bonds and debentures consist of fixed income securities issued by U.K. corporations. The fair value recorded by the Plan is calculated using NAV for each investment. Corporate Stock —This investment category consists of common and preferred stock, including mutual funds, issued by U.K. and non-U.K. corporations. The fair value recorded by the Plan is calculated using NAV for each investment. Secured income asset (SIA) funds - This investment category consists of holdings which will have a high level of expected inflation linkage. Examples of underlying assets classes are rental streams and infrastructure debt. Due to the private nature of these investments, pricing inputs are not readily observable. Asset valuations are developed by the fund manager. These valuations are based on the application of public market multiples to private company cash flows, market transactions that provide valuation information for comparable companies, and other methods. The fair value recorded by the Plan is calculated using NAV. 74 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) At December 25 , 2021 and December 26, 2020, the pension plan assets measured at fair value on a recurring basis were as follows: December 31, 2021 Quoted Prices in Active Markets for Identical Inputs (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Plan assets at fair value: Temporary cash investments $ 14,000 $ — $ — $ 14,000 Total plan net assets at fair value $ 14,000 $ — $ — $ 14,000 Plan assets at NAV: Leveraged inflation-linked gilt funds 283,288 Corporate bonds 107,945 Corporate stock 212,730 Secured income asset funds 143,207 Total plan assets at NAV 747,170 Total plan assets $ 761,170 December 31, 2020 Quoted Prices in Active Markets for Identical Inputs (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Plan assets at fair value: Temporary cash investments $ 31,935 $ — $ — $ 31,935 Total plan net assets at fair value $ 31,935 $ — $ — $ 31,935 Plan assets at NAV: Leveraged inflation-linked gilt funds 171,013 Corporate bonds 115,577 Corporate stock 309,987 Secured income asset funds 113,138 Total plan assets at NAV 709,715 Total plan assets $ 741,650 75 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (19) LEASES The Company has operating leases for plant locations, corporate offices, sales offices, and certain equipment. Outstanding leases at December 25, 2021 have remaining lease terms of one year to twenty-five years , some of which include options to extend leases for up to ten years . The Company does not have any financing leases. The Company elected practical expedients not to reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, to use hindsight in determining the lease term and in assessing impairment of the right-of-use asset, and to not separate lease and non-lease components for all classes of underlying assets. The Company determines if an arrangement is a lease at inception. Operating leases are included in other assets, accrued expenses, and lease liabilities in our consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make future lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company used its collateralized incremental borrowing rate in determining the present value of future lease payments. The operating lease ROU asset also includes any lease payments made and excludes any lease incentives and impairments. Some of the Company's facility leases include options to extend the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company commenced on a new corporate headquarters operating lease with straight-line annual expense of approximately $ 5,100 , a 2 % annual increase in lease payment, and a 25 year term during 2021. In recognition of this lease, an operating lease asset of $ 71,853 and an operating long-term liability of $ 71,196 was recognized. Lease cost and other information related to the Company's operating leases at December 25, 2021 and December 26, 2020 are as follows: Fifty-Two weeks ended December 25, 2021 Fifty-Two weeks ended December 26, 2020 Operating lease cost $ 27,421 $ 23,976 Operating cash outflows from operating leases $ 27,793 $ 25,390 ROU assets obtained in exchange for lease obligations $ 86,481 $ 6,131 Weighted average remaining lease term 17 years 11 years Weighted average discount rate 4.0 % 3.5 % Operating lease cost includes approximately $ 1,500 for short-term lease costs and approximately $ 3,600 for variable lease payments in 2021. As part of the adoption of ASC 842 in 2019, the Company evaluated the historical and projected cash flow generation of the operations at each of its long-term leased facilities. It was determined that one of those facilities, a galvanizing operation in Melbourne, Australia, would not generate sufficient cash flows on an undiscounted cash flow basis to recover the carrying value of the right of use asset. The Company then estimated a value for this operation using a discounted cash flow model. The result was an impairment of the right-of-use lease asset of approximately $ 12,063 . The after-tax balance of $ 8,444 was recorded as a reduction to retained earnings for the transition adjustment of adoption. 76 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Supplemental balance sheet information related to operating leases as of December 25 , 2021 and December 26, 2020 is as follows: Classification December 25 , 2021 December 26, 2020 Operating lease assets Other assets $ 152,664 $ 77,566 Operating lease short-term liabilities Accrued expenses 16,754 14,658 Operating lease long-term liabilities Operating lease liabilities 147,759 80,202 Total lease liabilities $ 164,513 $ 94,860 Minimum lease payments under operating leases expiring subsequent to December 25 , 2021 are as follows: Fiscal year ending: 2022 $ 23,217 2023 19,087 2024 16,066 2025 15,148 2026 13,531 Subsequent 148,326 Total minimum lease payments $ 235,375 Less: Interest $ 70,862 Present value of minimum lease payments $ 164,513 77 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) (20) BUSINESS SEGMENTS The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service‑related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars. Reportable segments are as follows: ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture and distribution of engineered poles, towers, and components for lighting, traffic, and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products; UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel, concrete and composite structures for utility markets, including transmission, distribution, substations, and renewable energy generation equipment; COATINGS: This segment consists of galvanizing, painting and anodizing services to preserve and protect metal products; and IRRIGATION: This segment consists of the manufacture of center pivot and linear irrigation equipment for agricultural markets, including parts, services and tubular products, and advanced technology solutions for water management and precision agriculture. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company's operating income for segment purposes excludes unallocated corporate general and administrative expenses, interest expense, non-operating income and deductions, or income taxes. 78 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) Summary by Business 2021 2020 2019 SALES: Utility Support Structures segment: Steel $ 770,104 $ 635,220 $ 630,892 Concrete 165,501 160,544 122,032 Engineered Solar Tracker Solutions 62,904 86,382 47,450 Offshore and Other Complex Steel Structures 123,001 120,063 90,206 Utility Support Structures segment 1,121,510 1,002,209 890,580 Engineered Support Structures segment: Lighting, Traffic, and Highway Safety Products 717,650 717,216 708,853 Communication Products 240,171 190,203 188,912 Access Systems 106,940 88,421 114,525 Engineered Support Structures segment 1,064,761 995,840 1,012,290 Coatings segment 386,313 345,312 367,835 Irrigation segment: North America 545,574 378,424 378,613 International 483,143 267,407 206,583 Irrigation segment 1,028,717 645,831 585,196 Total 3,601,301 2,989,192 2,855,901 INTERSEGMENT SALES: Utility Support Structures 506 71 4,972 Engineered Support Structures 321 12,317 10,214 Coatings 87,232 75,710 67,195 Irrigation 11,667 5,739 6,544 Total 99,726 93,837 88,925 NET SALES: Utility Support Structures segment 1,121,004 1,002,138 885,608 Engineered Support Structures segment 1,064,440 983,523 1,002,076 Coatings segment 299,081 269,602 300,640 Irrigation segment 1,017,050 640,092 578,652 Total $ 3,501,575 $ 2,895,355 $ 2,766,976 79 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) 2021 2020 2019 OPERATING INCOME (LOSS): Utility Support Structures $ 67,624 $ 100,855 $ 87,788 Engineered Support Structures 115,417 65,342 65,627 Coatings 50,365 42,975 51,008 Irrigation 137,027 83,046 71,687 Corporate ( 83,648 ) ( 66,265 ) ( 48,205 ) Total 286,785 225,953 227,905 Interest expense, net ( 41,420 ) ( 38,701 ) ( 36,211 ) Other 14,718 5,516 8,164 Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries $ 260,083 $ 192,768 $ 199,858 TOTAL ASSETS: Utility Support Structures $ 827,083 $ 778,127 $ 742,194 Engineered Support Structures 977,334 932,565 944,428 Coatings 366,026 360,594 363,070 Irrigation 1,027,272 465,322 347,887 Corporate 249,534 416,552 409,637 Total $ 3,447,249 $ 2,953,160 $ 2,807,216 CAPITAL EXPENDITURES: Utility Support Structures 36,718 34,495 26,306 Engineered Support Structures 16,578 24,447 25,344 Coatings 19,178 22,132 23,610 Irrigation 17,509 16,740 15,644 Corporate 17,807 8,886 6,521 Total $ 107,790 $ 106,700 $ 97,425 80 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2021 (Dollars in thousands, except per share amounts) 2021 2020 2019 DEPRECIATION AND AMORTIZATION: Utility Support Structures $ 24,075 $ 23,641 $ 23,779 Engineered Support Structures 24,733 25,399 26,280 Coatings 16,928 15,793 15,907 Irrigation 17,813 12,098 10,943 Corporate 9,028 5,961 5,355 Total $ 92,577 $ 82,892 $ 82,264 Summary by Geographical Area by Location of Valmont Facilities: 2021 2020 2019 NET SALES: United States $ 2,260,198 $ 1,919,136 $ 1,872,840 Australia 297,720 252,253 255,271 Brazil 200,402 103,591 77,996 Denmark 123,001 120,063 90,206 Other 620,254 500,312 470,663 Total $ 3,501,575 $ 2,895,355 $ 2,766,976 LONG-LIVED ASSETS: United States $ 1,172,552 $ 748,886 $ 753,545 Australia 173,240 179,673 193,029 Brazil 28,583 17,151 7,963 Denmark 21,232 61,546 58,435 Other 338,879 391,279 362,020 Total $ 1,734,486 $ 1,398,535 $ 1,374,992 No single customer accounted for more than 10% of net sales in 2021, 2020, or 2019. Net sales by geographical area are based on the location of the facility producing the sales and do not include sales to other operating units of the Company. Australia accounted for approximately 9 % of the Company's net sales in 2021; no other foreign country accounted for more than 6% of the Company’s net sales. Operating income by business segment are based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other operating units of the Company. Long-lived assets consist of property, plant and equipment, net of depreciation, goodwill, other intangible assets and other assets. Long-lived assets by geographical area are based on location of facilities. 81 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.