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Item 1. Business

2023-03-01 compared with 2022-02-23 · 165 added, 173 removed, 123 unchanged (73% of the section changed)

We are a diversified producer of products and services for infrastructure and agriculture markets.

Our Infrastructure products and services are delivered through the Engineered Support Structures segment, the Utility Support Structure segment, and the Coatings segment.

Our Irrigation products and services are delivered through the Irrigation segment.

In 2021, the Company operated and reported its results in the following four reporting segments:

• Engineered Support Structures (ESS);

• Utility Support Structures (Utility);

Our ESS segment offers solutions to help make roadways safer, infrastructure smarter, and increases connectivity through the following products:

outdoor lighting, traffic control, and roadway safety structures, wireless communication structures and components, and engineered access systems.

Our Utility segment helps deliver power with products to better harden grids to make infrastructure more resilient by selling structures to support electrical transmission, distribution lines, and substation conversion and storage.

Our Irrigation segment produces mechanized irrigation equipment and related services to help deliver water, fertilizers, herbicides, and pesticides to agricultural crops that save time, conserve water, energy, and other input costs while also assisting in increasing yields.

This segment also develops technology for better precision application including predictive, autonomous crop management.

Our Coatings segment provides coatings services for Valmont and other industrial customers, to assist in extending the lifespan of infrastructure.

Customers and end-users of our products include municipalities and government entities globally, manufacturers of commercial lighting fixtures (OEM), contractors, telecommunications and utility companies, and large farming operations, as well as the general manufacturing sector.

We are a diversified manufacturer of products and services for infrastructure and agriculture markets.

Our Infrastructure products and services create communities that are safer, cleaner, more efficient, and better connected.

Our Agriculture products and services help growers produce greater crop yields with fewer inputs.

In 2022, the Company operated and reported its results in the following two reporting segments:

● Infrastructure

● Agriculture

Our Infrastructure segment is comprised of five primary product lines.

Our Transmission, Distribution, and Substation product line helps deliver power with products to better harden electric grids to make infrastructure more resilient by selling structures to support electrical transmission, distribution lines, and substation conversion and storage.

Our Lighting and Transportation offering includes solutions to help make roadways safer, infrastructure smarter, and increases connectivity through the following products:

outdoor lighting, traffic control, and roadway safety structures.

Our Coatings product line provides coatings services for Valmont and other industrial customers to assist in extending the lifespan of infrastructure.

Our Telecommunications product line offers wireless communication structures and components.

Our Renewable Energy product line sells solar tracking solutions.

Our Agriculture segment produces mechanized irrigation equipment and related services to help deliver water, fertilizers, herbicides, and pesticides to agricultural crops that save time and conserve water, energy, and other input costs while also assisting in increasing yields.

This segment also develops technology for better precision application including predictive, autonomous crop and irrigation management.

Customers and end-users of our Infrastructure products include municipalities and government entities globally, manufacturers of commercial lighting fixtures (“OEM”), contractors, and telecommunications and utility companies.

Customers of our Agriculture segment in the United States are dealers who resell mechanized irrigation equipment to their end customer, which is the farmer.

Both segments service the general manufacturing sector as well.

In 2022, approximately 32% of our net sales were either sold in markets or produced by our manufacturing plants outside of North America.

We were founded in 1946, went public in 1968, and our shares trade on the New York Stock Exchange (ticker:

We are headquartered in Omaha, Nebraska.

Business Strategy

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Our strategy is to increase our market penetration by differentiating our products from our competitors’ products through superior customer service, engineering proficiency, technological innovation, and consistent high quality.

Our Irrigation segment experienced sales volume growth in 2021 which we believe was partially due to the continuing importance of our precision agriculture/technology offerings.

Our Agriculture segment experienced sales volume growth in 2022 which we believe was partially due to the continuing importance of our precision agriculture and technology offerings.

Bringing our Existing Products to New Markets.

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For example, we have expanded our geographic presence in Europe, the Middle East, and North Africa for lighting structures.

This strategy led to us building manufacturing presences in China and India to expand our offering of pole structures for lighting, utility and wireless communication to these markets.

Our Irrigation segment has a long history of developing new emerging markets for mechanized irrigation around the world.

This strategy resulted in recently building manufacturing presences in Poland and India to expand our offering of pole structures for lighting, utility, and wireless communication to these markets and to expand our manufacturing presence in the United Arab Emirates to serve growing Middle East markets.

Our Agriculture segment has a long history of developing new emerging markets for mechanized irrigation around the world.

In 2020, we secured a $240 million multi-year order for the Egypt market.

In January 2023, we secured an $85 million multi-year agreement for projects in Africa.

Developing New Products for Markets that We Currently Serve.

Our strategy is to grow by developing new products for markets using our comprehensive understanding of end-user requirements and leveraging longstanding relationships with key distributors and end-users.

In recent years we developed and sold structures for tramway applications in Europe, spun concrete distribution poles for the Utility markets, and began offering concealment solutions for the wireless communication markets.

In recent years, we developed and sold structures for spun concrete distribution poles for North American utility markets, steel bridge girders for North America, and began offering concealment solutions for the wireless communication markets.

Developing New Products for New Markets or Leveraging Core Competencies to Further Diversify our Business is a Path to Increase Sales.

For example, the establishment and growth of our Coatings segment was based on using our expertise in galvanizing to develop what is now a global business segment.

The decorative lighting market has different requirements and preferences than our traditional transportation and commercial markets.

For example, the establishment and growth of our Coatings product line was based on using our expertise in galvanizing to develop what is now a global product line.

We have grown sales through expanding our presence in the decorative lighting market, which has different requirements and preferences than our traditional transportation and commercial markets.

Acquisitions are a key component of our strategy to expand the markets we serve through new products and services.

In 2022, we acquired a majority interest in ConcealFab, a 5G infrastructure and passive intermodulation mitigation solutions company, expanding our portfolio of telecommunications products that support 5G technology.

In 2021, we acquired Prospera Technologies, Ltd., an artificial intelligence technology company focused on machine learning and computer vision in agriculture providing an opportunity to grow recurring revenue through agronomy monitoring software solutions.

In 2020, we acquired Solbras ® , a provider of solar energy solutions for agriculture and during 2018, we acquired Convert Italia SpA, a provider of engineered single axis solar tracking solutions.

These furthered our commitment to renewable energy which we believe will provide us future growth opportunities through the ability to bring power to underserved regions and transform unproductive land into efficient cropland.

We have grown internally and by acquisition.

In 2020, we acquired Solbras ® , a provider of solar energy solutions for agriculture and during 2018, we acquired Convert Italia S.p.A., a provider of engineered single axis solar tracking solutions.

These two acquisitions are furthering our commitment to renewable energy which we believe will provide us future growth opportunities through the ability to bring power to underserved regions and transform unproductive land into efficient cropland.

We have grown organically and by acquisition.

Our significant business expansions during the past five years include the following (including the segment where the business reports):

• Acquisition of a highway safety business (Aircon) that manufactures guardrails, structural metal products, and solar structural products in India (ESS)

• Acquisition of an integrator of prepackaged pump stations (Torrent Engineering and Equipment) located in Indiana (Irrigation)

• Acquisition of a worldwide provider of parts for agricultural irrigation equipment, Irrigation Components International (ICI), located in the United States (Irrigation)

• Acquisition of an engineering and manufacturer of overhead sign structures (Walpar) located in Southeast United States (ESS)

• Acquisition of 75% of a provider of engineered solar tracker solutions (Convert Italia SpA) headquartered in Italy (Utility)

• Acquisition of a steel lattice structures producer (Derit) located in India (Utility)

• Acquisition of a galvanizing business (CSP Coating Systems) located in New Zealand (Coatings)

• Acquisition of a wireless communication concealment solutions provider (Larson Camouflage) headquartered in Arizona (ESS)

• Acquisition of the remaining 4.8% not previously owned of Valmont SM (Utility)

• Acquisition of a galvanizing business (United Galvanizing) located in Texas (Coatings)

• Acquisition of a manufacturer and distributor of wireless site components and safety products (Connect-It Wireless, Inc.) located in Florida (ESS)

• Acquisition of the remaining 49% not previously owned of AgSense LLC (Irrigation)

• Acquisition of 55% of a provider of solar solutions for Agriculture (Solbras) located in Brazil (Irrigation)

• Acquisition of KC Utility Packaging, LLC, a utility substation product provider (Utility)

• Acquisition of Prospera Technologies, Ltd, an artificial intelligence company in agriculture located in Israel (Irrigation)

• Acquisition of PivoTrac, a remote monitoring Irrigation service company in Texas (Irrigation)

● Acquisition of an integrator of prepackaged pump stations (Torrent Engineering and Equipment) located in Indiana (Agriculture)

● Acquisition of a worldwide provider of parts for agricultural irrigation equipment, Irrigation Components International (ICI), located in the United States (Agriculture)

● Acquisition of an engineering and manufacturer of overhead sign structures (Walpar) located in Alabama (Infrastructure)

● Acquisition of 75% of a provider of engineered solar tracker solutions (Convert Italia S.p.A.) headquartered in Italy (Infrastructure)

● Acquisition of a steel lattice structures producer (Derit) located in India (Infrastructure)

● Acquisition of a galvanizing business (CSP Coating Systems) located in New Zealand (Infrastructure)

● Acquisition of a wireless communication concealment solutions provider (Larson Camouflage) headquartered in Arizona (Infrastructure)

● Acquisition of the remaining 4.8% not previously owned of Valmont SM (Other)

● Acquisition of a galvanizing business (United Galvanizing) located in Texas (Infrastructure)

● Acquisition of a manufacturer and distributor of wireless site components and safety products (Connect-It Wireless, Inc.) located in Florida (Infrastructure)

● Acquisition of the remaining 49% not previously owned of AgSense, LLC (Agriculture)

● Acquisition of 55% of a provider of solar solutions for Agriculture (Solbras) located in Brazil (Agriculture)

● Acquisition of KC Utility Packaging, LLC, a utility substation product provider located in Missouri (Infrastructure)

● Acquisition of Prospera Technologies, Ltd., an artificial intelligence company in agriculture located in Israel ( Agriculture )

● Acquisition of PivoTrac, a remote monitoring irrigation service company located in Texas ( Agriculture )

● Acquisition of 51% of ConcealFab, a 5G infrastructure and passive intermodulation mitigation solutions company located in Colorado (Infrastructure)

● Acquisition of the remaining 9% not previously owned of Convert Italia S.p.A.

(Infrastructure)

● Acquisition of the remaining 20% not previously owned of Valmont West Coast Engineering, Ltd.

(Infrastructure)

In 2018, the Company divested of Donhad, a grinding media producer in Australia.

The Company has four reportable segments based on our management structure.

Each segment is global in nature with a manager responsible for segment operational performance and allocation of capital within the segment.

Our reportable segments are as follows:

Engineered Support Structures :

This segment consists of the manufacture and distribution of engineered poles, towers, and components for lighting, transportation, 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 markets, including transmission, distribution, substation products, and renewable energy generation equipment;

This segment consists of galvanizing, CorroCote, anodizing, and powder coating services to preserve and protect metal products;

This segment consists of the manufacture of center pivots and linear irrigation equipment for agricultural markets, including parts, services, and tubular products, and advanced technology solutions for water management and precision agriculture.

Information concerning the principal products produced and services rendered, markets, competition and distribution methods for each of our four reportable segments is set forth below.

Engineered Support Structures Segment (ESS)

Products Produced —We design, engineer, and manufacture steel, aluminum, wood, and composite poles and structures for a wide range of lighting and highway transportation applications.

In 2022, the Company divested of Valmont SM, a wind energy structures business in Denmark manufacturing both on and offshore structures.

During the first quarter of 2022, the Company’s Chief Operating Decision Maker (“CODM”) changed the Company’s management structure and began to manage the business, allocate resources, and evaluate performance based on the new structure.

As a result, the Company has realigned to a two reportable segment structure organized by market dynamics (Infrastructure and Agriculture).

Three operating segments resulted from the new management structure and two are aggregated into the Agriculture reportable segment.

The Company considers gross profit margins, nature of products sold, nature of the production processes, type and class of customer, and methods used to distribute products when assessing aggregation of operating segments.

The Infrastructure segment includes the previous reportable segments of Utility Support Structures, Engineered Support Structures, and Coatings.

All prior period segment information has been recast to reflect this change in reportable segments.

Both reportable segments are global in nature with a manager responsible for segment operational performance and 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.

Reportable segments are as follows:

Infrastructure:

This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, renewable energy, lighting, transportation, and telecommunications, and coatings services to preserve metal products.

This segment consists of the manufacture of center pivot components and linear irrigation equipment for agricultural markets, including parts and tubular products, and advanced technology solutions for precision agriculture.

In addition to these two reportable segments, the Company had a business and related activities that was not more than 10% of consolidated sales, operating income, or assets.

These activities include the offshore wind energy structures business until its divestiture in 2022.

Information concerning the principal products produced and services rendered, markets, competition, and distribution methods for each of our two reportable segments is set forth below.

Infrastructure Segment

● Transmission, Distribution, and Substation (“TD&S”):

We engineer and manufacture steel, pre-stressed concrete, composite, and hybrid structures (concrete base section and steel upper sections).

These products are used to support the lines and equipment that carry power for electrical transmission, substation, and distribution applications.

Transmission refers to moving power from where it is produced to where it is used.

Substations transfer high voltage electricity to low voltage transmission.

Electrical distribution carries electricity from the substation to the end-user.

These innovative structures are offered to address the growing need for grid hardening across the globe, where fires, storms, and floods have recently occurred with increasing regularity.

Utility structures can be very large, so product design engineering is important to the function and safety of the structure.

Our engineering process takes into account weather and loading conditions, such as wind speeds, ice loads, and the power lines attached to the structure, in order to arrive at the final design.

● Lighting and Transportation:

We design, engineer, and manufacture steel, aluminum, wood, and composite poles and structures for a wide range of lighting and highway transportation applications.

The demand for these products is driven by infrastructure, commercial, and residential construction and by consumers’ desire for well-lit streets, highways, parking lots, and common areas.

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These poles, which support traffic signals and overhead signs, are engineered to meet customer specifications to ensure the proper function and safety of the structure.

Product engineering takes into account factors such as weather (e.g.

wind, ice) and the products loaded on the structure (e.g.

lighting fixtures, traffic signals, overhead signs) to determine the design of the pole.

Product engineering takes into account factors such as weather (e.g., wind, ice) and the products loaded on the structure (e.g., lighting fixtures, traffic signals, overhead signs) to determine the design of the pole.

Valmont has expanded its capabilities in the traffic market with the development of patented vibration mitigation technology which continuously improves the safety of traffic and roadway structures by reducing the effects of wind and fatigue.

Our transportation segment also includes highway safety system products that are designed and engineered to enhance roadway safety.

These systems include guard rail barriers, wire rope safety barriers, crash attenuation barriers and other products.

Our transportation product line also includes highway safety system products that are designed and engineered to enhance roadway safety.

These systems include guard rail barriers, wire rope safety barriers, crash attenuation barriers, and other products which primarily serve the Australia market.

Additionally, Valmont has expanded into the bridge market with the development of our Con-Struct Bridge system.

These steel systems are effective, long lasting, and can be installed quickly to reduce costs and expand the life of the structure.

We also engineer, manufacture, and distribute a broad range of structures (poles and towers), camouflage concealment solutions, and components serving the wireless communication market supporting expanded 5G customer needs.

systems are effective, long-lasting, and can be installed quickly to reduce costs and expand the life of the structure.

We add finishes to metals that inhibit corrosion, extend service lives, and enhance the aesthetics of a wide range of materials and products.

We take unfinished products from our customers and return them with a galvanized, anodized, or painted finish.

Hot-dip galvanizing is a process that protects and prolongs the life of steel with a zinc coating that is bonded to the product surface to inhibit rust and corrosion.

CorroCote adds a protection to steel for those products that are anchored below ground against the corrosive effects of soil and underground moisture.

Anodizing is a process applied to aluminum that oxidizes the surface of the aluminum in a controlled manner, which protects the aluminum from corrosion and allows the material to be dyed a variety of colors.

We also paint products using powder coating for a number of industries and markets.

● Telecommunications:

We engineer, manufacture, and distribute a broad range of structures (poles and towers), camouflage concealment solutions, and components serving the wireless communication market supporting expanded 5G customer needs.

A wireless communication cell site mainly consists of a steel pole or tower, shelter (enclosure where the radio equipment is located), antennas (devices that receive and transmit data and voice information to and from wireless communication devices), and components (items that are used to mount antennas to a structure and to connect cabling and other parts from the antennas to the shelter).

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Due to the size of these monopole structures, design is important to ensure each structure meets performance and safety specifications.

We also produce and distribute access systems that allow people to move safely and effectively in an industrial, infrastructure or commercial facility.

Products offered in this product line include floor gratings, handrails, barriers and sunscreens.

We also produce a line of engineered products which are used in architectural and decorative applications.

Examples of these products are perforated metal sun screens and facades that can be used on building structures to improve shading and aesthetics.

We do not provide any significant installation services on the structures we sell or manufacture.

Markets —The key markets for our products and solutions are the transportation, construction, and industrial markets.

The transportation market includes street and highway lighting, traffic control, and bridges;

all of which are supported through both state and federal government spending programs.

For example, the U.S.

government will fund infrastructure improvement through the newly passed Infrastructure Investment and Jobs Act.

This bill will allocate funding to reinforce the nation’s bridges, increase safety for the travelling public, update airport, ports, and waterways, and improve the highway and roads systems.

Many products from our transportation product portfolio will be utilized when making these enhancements including traffic structures, bridge systems, roadway and street lighting, highmast lighting, etc.

Matching funding from the various states may be required as a condition of federal funding.

Additionally, public and private partnerships have recently emerged as an additional funding source.

In the United States, there are approximately 4 million miles of public roadways, with approximately 24% carrying over 80% of the traffic.

Accordingly, the need to improve traffic flow through traffic controls and lighting is a priority for many communities.

Transportation markets in other areas of the world are also heavily funded by local and national governments.

The construction market is mostly funded privately and includes lighting for applications such as parking lots, shopping centers, sports stadiums and business parks.

This market is driven by macro-economic factors such as general economic growth rates, interest rates and the commercial construction economy.

Valmont has many long-standing relationships with OEM (also manufacture light fixtures and equipment) who also serve this market.

Industrial markets for access systems are typically driven by infrastructure, industrial and commercial construction spending.

Customers include construction firms or installers who participate in these markets, natural gas and mineral exploration companies, resellers such as steel service centers, and end users.

The market for our communication products is driven by increased demand for wireless communication and data.

Customers are wireless network providers and organizations that own cell sites and attach antennas from multiple carriers to the pole or tower structure (build to suit companies).

We also sell products to state and federal governments for two-way radio communication, radar, broadcasting and security applications.

We believe long-term growth should mainly be driven by increased usage and technologies such as 5G, which demand higher network density.

Improved emergency response systems, as part of the U.S.

Homeland Security initiatives, creates additional demand.

All of the products that we manufacture in this segment are parts of government or customer investments in basic infrastructure.

The total cost of these investments can be substantial, so access to capital is often important to fund infrastructure needs.

Demand can be cyclical in these markets due to overall economic conditions.

Additionally, projects can sometimes be delayed due to funding or other issues.

Competition —Our competitive strategy in all of the markets we serve is to provide high value to the customer at the appropriate price.

We compete on the basis of product quality, high levels of customer service, timely, complete, and accurate delivery of the product and design capability to provide the best solutions to our customers.

There are numerous competitors in our markets, most of which are relatively small companies.

Companies compete on the basis of price, product quality, reliable delivery, engineering design, and unique product features.

Pricing can be very competitive, especially when demand is weak or when strong local currencies result in increased competition from imported products.

Distribution Methods —Sales and distribution activities are handled through a combination of a direct sales force and commissioned agents.

Lighting agents represent Valmont as well as lighting fixture and traffic signal lines and sell other related products.

Sales are typically to electrical distributors, who provide the pole, fixtures and other equipment to the end user as a complete package.

Commercial lighting, wireless communication products and components, access systems and highway safety sales are normally made through Valmont sales employees, who work on a salary plus incentive, although some sales are made through independent, commissioned sales agents.

Utility Support Structures Segment (Utility)

Products Produced —We engineer and manufacture steel, pre-stressed concrete, composite, and hybrid structures (concrete base section and steel upper sections).

These products are used to support the lines and equipment that carry power for electrical transmission, substation and distribution applications.

Transmission refers to moving power from where it is produced to where it is used.

Substations transfer high voltage electricity to low voltage transmission.

Electrical distribution carries electricity from the substation to the end-user.

These innovative structures are offered to address the growing need for grid hardening across the globe, where fires, storms, and floods have recently occurred with increasing regularity.

Utility structures can be very large, so product design engineering is important to the function and safety of the structure.

Our engineering process takes into account weather and loading conditions, such as wind speeds, ice loads and the power lines attached to the structure, in order to arrive at the final design.

In Northern Europe, we produce utility structures for offshore and onshore wind energy.

We also manufacture complex steel structures such as rotor houses for wind turbines.

● Renewable Energy:

Our solar single-axis “tracker” product is an integrated system of steel structures, electric motors, and electronic controllers.

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We sell our products to engineering, procurement, and construction firms (“EPCs”) that build solar energy projects as well as solar developers, independent power producers, and utilities.

Markets —Our sales in this segment are mainly in North America, where the key drivers in the utility business are significant upgrades in the electrical grid to support enhanced reliability standards, policy changes encouraging more generation from renewable energy sources, interconnection of regional grids to share more efficient generation to the benefit of the consumer and increased electrical consumption which has outpaced the transmission investment in the past decades.

The key markets across the Infrastructure product lines have a portion of their funding supported through local, state, and federal government spending programs.

For example, the U.S.

government will fund infrastructure improvement through the newly passed Infrastructure Investment and Jobs Act as well as the Inflation Reduction Act.

These bills will allocate funding to reinforce the nation’s bridges, increase safety for the travelling public, update vital infrastructure, improve highway safety, and harden the electrical grid.

The market for our TD&S product line is mainly in North America, where the key drivers in the utility business are significant upgrades in the electrical grid to support enhanced reliability standards, policy changes encouraging more generation from renewable energy sources, and increased electrical consumption, which has outpaced the transmission investment in the past decades.

According to the Edison Electric Institute, the electrical transmission grid in the U.S.

requires significant investment in the coming years to respond to the compelling industry drivers and lack of investment prior to 2008.

In international markets, electrical consumption is expected to increase.

Electrical consumption is also expected to increase within international markets.

This will require substantial investment in new electricity generation capacity and growth in transmission grid development.

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markets today.

As utilities increase development of large-scale solar power and micro-grid applications, single axis tracker solutions will be an essential tool for achieving higher energy production.

Sales of complex steel structures, wind turbine towers, rotor houses, and utility transmission structures mainly occur within Europe.

Approximately 35% of all ground-mounted solar energy projects constructed globally during 2019 utilized trackers according to Wood Mackenzie.

Our solar tracker products are used in some of the largest solar projects in the world with over a decade of track record, which is unique in the single-axis solar tracker industry.

Competition —Our competitive strategy in this segment is to provide high value solutions to the customer at the appropriate price.

We compete on the basis of product quality, engineering expertise, high levels of customer service, and reliable and timely delivery of the product.

There are a number of competitors in North America, but there are many competitors in international markets.

Companies compete on the basis of price, quality and service.

Utility sales are often made through a competitive bid process, whereby the lowest bidder is awarded the contract, provided the competitor meets all other qualifying criteria.

In weak markets, price is a more important criteria in the bid process.

We also sell on a preferred-provider basis to certain large utility customers.

These contractual arrangements often last between 3 and 5 years and are frequently renewed.

For offshore and other complex steel structures, we compete on price based on our ability to co-engineer and design solutions with customers.

We are one of a limited number of competitors that can execute advanced order production of complex steel constructions that require a high degree of engineering and complex manufacturing customization.

Distribution Methods —Products are normally sold directly to electrical utilities or energy providers with some sales sold through commissioned sales agents.

Coatings Segment (Coatings)

Services Rendered —We add finishes to metals that inhibit corrosion, extend service lives and enhance the aesthetics of a wide range of materials and products.

We take unfinished products from our customers and return them with a galvanized, anodized or painted finish.

Hot-dip galvanizing is a process that protects and prolongs the life of steel with a zinc coating that is bonded to the product surface to inhibit rust and corrosion.

CorroCote adds a protection to steel for those products that are anchored below ground against the corrosive effects of soil and underground moisture .

We also paint products using powder coating for a number of industries and markets.

Markets —Markets for our products are varied and our profitability is not substantially dependent on any one industry or external customer.

However, a meaningful percentage of demand is internal, driven by Valmont's other segments.

Our lighting and transportation products and solutions serve the transportation, construction, and industrial markets.

Matching funding from the various states may be required as a condition of federal funding in the United States.

Additionally, public and private partnerships have recently emerged as an additional funding source.

In the United States, there are approximately four million miles of public roadways, with approximately 24% carrying over 80% of the traffic.

Accordingly, the need to improve traffic flow through traffic controls and lighting is a priority for many communities.

The construction market is mostly funded privately and includes lighting for applications such as parking lots, shopping centers, sports stadiums, and business parks.

This market is driven by macro-economic factors such as general economic growth rates, interest rates, and the commercial construction economy.

Valmont has many long-standing relationships with OEMs (also manufacture light fixtures and equipment) who also serve this market.

Industrial markets are typically driven by infrastructure, industrial, and commercial construction spending.

Markets for our coatings products are varied and our profitability is not substantially dependent on any one industry or external customer.

However, a meaningful percentage of demand is internal, driven by Valmont’s other product lines.

Demand for coatings services generally follows the local industrial economies.

Galvanizing is used in a wide variety of

industrial applications where corrosion protection of steel is desired.

Galvanizing is used in a wide variety of industrial applications where corrosion protection of steel is desired.

While markets are varied, our markets for anodized or painted products are more directly dependent on consumer markets than industrial markets.

Competition —The Coatings markets traditionally have been very fragmented, with a large number of competitors.

The market for our communication products is driven by increased demand for wireless communication and data.

Our customers are wireless network providers and organizations that own cell sites and attach antennas from multiple carriers to the pole or tower structure (build to suit companies).

We also sell products to state and federal governments for two-way radio communication, radar, broadcasting, and security applications.

We believe long-term growth should mainly be driven by increased usage and technologies such as 5G, which demand higher network density.

Improved emergency response systems, as part of the U.S.

Homeland Security initiatives, creates additional demand.

The market for our Renewable Energy product line is driven by the transition to clean energy sources globally and incentives for renewable energy investment.

As utilities increase development of large-scale solar power and micro-grid applications, single axis solar tracker solutions will be an essential tool for achieving higher energy production.

Our competitive strategy in all of the markets we serve is to provide high value solutions to the customer at the appropriate price.

We compete on the basis of product quality, engineering expertise, high levels of customer service, and timely, complete, and accurate delivery of the product.

There are numerous competitors in North America as well as international markets.

Companies compete on the basis of price, product quality, reliable delivery, engineering design, unique product features, and service.

Pricing can be very competitive, especially when demand is weak or when strong local currencies result in increased competition from imported products.

Infrastructure sales are often made through a competitive bid process, whereby the lowest bidder is awarded the contract, provided the competitor meets all other qualifying criteria.

In weak markets, price is a more important criteria in the bid process.

We also sell on a preferred-provider basis to certain large customers.

These contractual arrangements often last between three and five years and are frequently renewed.

We also use the production capacity at our network of plants to ensure that the customer receives quality, timely service.

The Coatings product line markets traditionally have been very fragmented, with a large number of competitors.

Most of these competitors are relatively small, privately held companies who compete on the basis of price and personal relationships with their customers.

As a result of ongoing industry consolidation, there are also several (public and private) multi-facility competitors.

Our strategy is to compete on the basis of quality of the coating finish and timely delivery of the coated product to the customer.

We also use the production capacity at our network of plants to ensure that the customer receives quality, timely service.

Distribution Methods —Due to freight costs, a galvanizing location has an effective service area of an approximate 300 to 500 mile radius.

Distribution Methods

For lighting and transportation, sales and distribution activities are handled through a combination of a direct sales force and commissioned agents.

Lighting agents represent Valmont as well as lighting fixture and traffic signal lines and sell other related products.

Sales are typically to electrical distributors, who provide the pole, fixtures, and other equipment to the end user as a complete package.

Commercial lighting, wireless communication products and components, access systems, and highway safety sales are normally made through Valmont sales employees, who work on a salary plus incentive,

although some sales are made through independent, commissioned sales agents.

Our TD&S and Renewable Energy products are normally sold directly to electrical utilities, developers, or energy providers with some sales sold through commissioned sales agents.

Due to freight costs, a galvanizing location has an effective service area of an approximate 300-to-500-mile radius.

While we believe that we are globally one of the largest custom galvanizers, our sales are a small percentage of the total market.

Sales and customer service are provided directly to the user by a direct sales force, generally assigned to each specific location.

Irrigation Segment (Irrigation)

Products Produced —We manufacture and distribute mechanical irrigation equipment and related service parts under the “Valley” brand name.

Agriculture Segment

● Irrigation Equipment and Parts:

We manufacture and distribute mechanical irrigation equipment and related service parts under the “Valley” brand name.

A Valley irrigation machine is powered by electricity (via solar, grid, or diesel generator) and propels itself over a farm field and applies water and chemicals to crops.

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Our irrigation machines can also irrigate fields by moving up and down the field as opposed to rotating in a circle (referred to as a “linear” machine).

Irrigation machines can be configured to irrigate fields in size from 4 acres to over 500 acres, with a standard size in the U.S.

Irrigation machines can be configured to irrigate fields in size from four acres to over 500 acres, with a standard size in the U.S.

configured for a 160-acre tract of ground.

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We also manufacture tubular products for industrial customers primarily in the agriculture industry as well as in the transportation and other industries.

● Technology Products and Services:

Our remote management capabilities allow control of pivots and a variety of other farm equipment on any web-connected device and our suite of advanced technology solutions offers capabilities to assist in reducing water and energy use.

Our crop anomaly detection can alert growers of pivot-related water issues with artificial intelligence and machine learning (in select markets) to help farmers determine where and how much to irrigate.

During fiscal 2021, we purchased Prospera Technologies Ltd, a leading global artificial intelligence and machine learning provider of advanced agronomy monitoring solutions.

Irrigation net sales in 2021, 2020, and 2019 included technology sales of $97.9 million, $67.1 million, and $56.7 million, respectively.

During fiscal year 2021, we purchased Prospera Technologies, Ltd., a leading global artificial intelligence and machine learning provider of advanced agronomy monitoring solutions.

Agriculture net sales in 2022, 2021, and 2020 included technology sales of $115.1 million, $97.9 million, and $67.1 million, respectively.

We also sell solar energy solutions for agriculture primarily in international markets.

Other Types of Irrigation — There are other forms of irrigation available to farmers, two of the most prevalent being flood irrigation and drip irrigation.

In flood irrigation, water is applied through a pipe or canal at the top of the field and allowed to run down the field by gravity.

Drip irrigation involves plastic pipe or tape resting on the surface of the field or buried a few inches below ground level, with water being applied gradually.

We estimate that center pivot and linear irrigation comprises 50% of the irrigated acreage in North America.

International markets use predominantly flood irrigation.

Markets —Market drivers in North America and international markets are essentially the same.

Market drivers in North America and international markets are essentially the same.

Since the purchase of an irrigation machine is a capital expenditure, the purchase decision is based on the expected return on investment.

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In many international markets, the relative strength or weakness of local currencies as compared with the U.S.

dollar may affect net farm income, since export markets are generally denominated in U.S.

In addition, governments are sponsoring irrigation projects for self-sufficiency in food production.

dollar may affect net farm income, as export markets are generally denominated in U.S.

In addition, governments are sponsoring irrigation projects for self-sufficiency in food production to help alleviate food security concerns.

The demand for mechanized irrigation comes from the following sources:

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● converting land that is not irrigated to mechanized irrigation.

One of the key drivers in our Irrigation segment worldwide is that the usable water supply is limited.

One of the key drivers in our Agriculture segment worldwide is that the usable water supply is limited.

We estimate that:

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We believe these factors, along with the trends of a growing worldwide population, improving diets, and governments’ efforts to address food security, reflect the need to use water more efficiently while increasing food production to feed this growing population.

We believe that mechanized irrigation can improve water application efficiency by 40-90% compared with traditional irrigation methods by applying water uniformly near the root zone and reducing water runoff.

We believe that mechanized irrigation can improve water application efficiency by 40% to 90% compared with traditional irrigation methods by applying water uniformly near the root zone and reducing water runoff.

Furthermore, reduced water runoff improves water quality in nearby rivers, aquifers, and streams, thereby providing environmental benefits in addition to conservation of water.

Competition —In North America, there are a number of entities that provide irrigation products and services to agricultural customers.

In North America, there are a number of entities that provide irrigation products and services to agricultural customers.

We believe we are the leader of the four main participants in the mechanized irrigation business.

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Since competition in international markets is local, we believe local manufacturing capability is important to competing effectively in international markets and we have that capability in key regions.

Distribution Methods —We market our irrigation machines, technology offerings, and service parts through independent dealers.

Distribution Methods

We market our irrigation machines, technology offerings, and service parts through independent dealers.

There are approximately 270 dealer locations in North America, with another approximately 400 dealers serving international markets in over 60 countries.

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Our dealer network is supported and trained by our technical and sales teams.

Our international dealers are supported through our regional headquarters in South America, South Africa, Western Europe, Australia, China and the United Arab Emirates as well as the home office in Valley, Nebraska.

Certain information generally applicable to each of our four reportable segments is set forth below.

Our international dealers are supported through our regional operations in South America, South Africa, Western Europe, Australia, China, and the United Arab Emirates as well as the manufacturing facility in Valley, Nebraska.

Certain information generally applicable to our two reportable segments is set forth below.

Suppliers and Availability of Raw Materials

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We have not experienced extended or wide-spread shortages of steel in the past several years, due to what we believe are strong relationships with some of the major steel producers.

In the past several years, we experienced volatility in zinc and natural gas prices, but we did not experience any disruptions to our operations due to availability.

In the past several years, we experienced volatility in steel, zinc, and natural gas prices, but we did not experience any disruptions to our operations due to availability.

Patents, Licenses, Franchises, and Concessions

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At year-end, the segments with backlog were as follows (dollar amounts in millions):

12/25/2021 12/26/2020

Engineered Support Structures

$ 376.9 $ 247.1

Utility Support Structures

$ 1,621.9 $ 1,139.1

Infrastructure

Environmental Disclosure

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Number of Employees

At December 25, 2021, we had 11,041 employees.

As of December 31, 2022, we had 11,364 employees.

Human Capital Resources

Our policies and practices with respect to human capital resources are generally set forth in our Code of Business Conduct, our Human Rights Policy, and the principles described on the “About Us” page on our website www.valmont.com.

Essential to our success is a company-wide commitment to customer service and innovation, and the ability to be the best cost producer for all products and services we provide.

Essential to our success is a company-wide commitment to customer service and innovation, and the ability to provide the best value to our customers for our products and services.

Our employees are the cornerstone of our accomplishments, we pride ourselves on being people of passion and integrity who excel and deliver results.

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Management talent is critical, as well, to help grow our businesses and effectively plan for succession of key employees upon retirement.

At December 25, 2021 we had approximately 6,080 employees in the United States and 4,959 employees in foreign countries.

The Company places a high value on diversity and inclusion, encouraging employees with diverse backgrounds and experiences who share a common interest in profitable development, improving corporate culture, and delivering sustainable business results.

As of December 31, 2022, we had 6,599 employees in the United States and 4,765 employees in foreign countries.

The Company places a high value on diversity and inclusion, seeking employees with diverse backgrounds and experiences who share a common interest in profitable development, improving corporate culture, and delivering sustainable business results.

We have adopted a Human Rights Policy which is published on our website.

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When positions come open at Valmont, we try first to fill them from within.

We like to reward the hard-working members of our Valmont family with new opportunities that are not only a chance to expand their worlds, but to also recognize and reward their dedication.

We like to reward the hard-working members of our Valmont community with new opportunities that are not only a chance to expand their worlds, but to also recognize and reward their dedication.

We have found them to be our richest talent resource.

Our program for succession and management development has our highest level of attention with our CEO responsible for reporting on the program directly to our board of directors.

For additional information, please see the “About Us” and "Sustainability" pages on our website and section titled “Governance, Human Capital and Sustainability Highlights” in the Company’s 2022 Proxy Statement.

(d) Available Information

For additional information, please see the “About Us” and "Sustainability"

pages on our website and section titled “Governance, Human Capital and Sustainability Highlights” in the Company’s 2023 Proxy Statement.

Available Information

We make available, free of charge on the Investors page of our website at www.valmont.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

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

What changed 10-K

Item 1. Business