VALMONT INDUSTRIES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 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 30, 2023 and December 31, 2022, the related consolidated statements of earnings, comprehensive income, shareholders' equity and redeemable noncontrolling interests, and cash flows, for each of the three years in the period ended December 30, 2023, and the related notes (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 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023, in conformity with 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 30, 2023, 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 28, 2024, 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 8 to the consolidated financial statements Critical Audit Matter Description The Company has goodwill which is allocated among fourteen reporting units. The Company evaluates its fourteen 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. Reporting units are evaluated using projected after-tax cash flows from operations (less capital expenses) discounted to present value. This valuation method requires management to make significant estimates and assumptions related to projected cash flows and discount rates. We identified goodwill at the Agriculture Technology, Solar Tracking Structure, and Asia Pacific Access Systems 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 as of September 2, 2023. This required a high degree 39 Table of Contents 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 the projected cash flows and discount rates for these three reporting units. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the goodwill impairment assessment for the Agriculture Technology, Solar Tracking Structure, and Asia Pacific Access Systems 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 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, and (3) industry reports. ● 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. In addition, we developed a range of independent estimates and compared those to the discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Omaha, Nebraska February 28, 2024 We have served as the Company’s auditor since 1996. ​ 40 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Product sales ​ $ 3,772,835 ​ $ 3,955,320 ​ $ 3,159,605 Service sales ​ 401,763 ​ 389,930 ​ 341,970 Net sales ​ 4,174,598 ​ 4,345,250 ​ 3,501,575 Product cost of sales ​ 2,672,740 ​ 2,958,208 ​ 2,395,630 Service cost of sales ​ 265,824 ​ 260,818 ​ 222,056 Total cost of sales ​ 2,938,564 ​ 3,219,026 ​ 2,617,686 Gross profit ​ 1,236,034 ​ 1,126,224 ​ 883,889 Selling, general, and administrative expenses ​ 768,423 ​ 692,975 ​ 590,608 Impairment of goodwill and intangible assets ​ 140,844 ​ — ​ 6,496 Realignment charges ​ ​ 35,210 ​ — ​ — Operating income ​ 291,557 ​ 433,249 ​ 286,785 Other income (expenses): ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 56,808 ) ​ ( 47,534 ) ​ ( 42,612 ) Interest income ​ 6,230 ​ 2,015 ​ 1,192 Gain (loss) on investments - unrealized ​ 3,564 ​ ( 3,374 ) ​ 1,920 Gain (loss) on divestitures ​ ​ 2,994 ​ ​ ( 33,273 ) ​ ​ — Other ​ ( 11,085 ) ​ 12,805 ​ 12,798 Total other income (expenses) ​ ( 55,105 ) ​ ( 69,361 ) ​ ( 26,702 ) Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ 236,452 ​ 363,888 ​ 260,083 Income tax expense (benefit): ​ ​ ​ Current ​ 108,770 ​ 109,912 ​ 61,343 Deferred ​ ( 18,649 ) ​ ( 1,225 ) ​ 71 Total income tax expense ​ 90,121 ​ 108,687 ​ 61,414 Earnings before equity in loss of nonconsolidated subsidiaries ​ 146,331 ​ 255,201 ​ 198,669 Equity in loss of nonconsolidated subsidiaries ​ ​ ( 1,419 ) ​ ​ ( 950 ) ​ ​ ( 944 ) Net earnings ​ 144,912 ​ 254,251 ​ 197,725 Loss (earnings) attributable to redeemable noncontrolling interests ​ 5,937 ​ ( 3,388 ) ​ ( 2,095 ) Net earnings attributable to Valmont Industries, Inc. ​ $ 150,849 ​ $ 250,863 ​ $ 195,630 Earnings per share: ​ ​ ​ Basic ​ $ 6.85 ​ $ 11.77 ​ $ 9.23 Diluted ​ $ 6.78 ​ $ 11.62 ​ $ 9.10 See accompanying notes to consolidated financial statements. ​ 41 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Net earnings ​ $ 144,912 ​ $ 254,251 ​ $ 197,725 Other comprehensive income (loss), net of tax: ​ ​ ​ Foreign currency translation adjustments: ​ ​ ​ Unrealized translation gain (loss) ​ ​ 25,261 ​ ​ ( 44,741 ) ​ ​ ( 31,405 ) Realized loss on offshore wind energy structures business recorded in other expense ​ ​ — ​ ​ 25,977 ​ ​ — Total foreign currency translation adjustments ​ ​ 25,261 ​ ​ ( 18,764 ) ​ ​ ( 31,405 ) Hedging activities: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on commodity hedges ​ ( 2,227 ) ​ ( 2,352 ) ​ 20,019 Realized loss (gain) on commodity hedges recorded in earnings ​ 5,288 ​ 5,212 ​ ( 25,821 ) Unrealized gain (loss) on cross currency swaps ​ ​ ( 2,119 ) ​ ​ 5,146 ​ ​ 6,093 Realized gain on offshore wind energy structures business cross currency swap, net of tax expense of $ 1,207 ​ ​ — ​ ​ ( 3,620 ) ​ ​ — Amortization cost included in interest expense ​ ( 52 ) ​ ( 64 ) ​ ( 64 ) Total hedging activities ​ ​ 890 ​ ​ 4,322 ​ ​ 227 Net gain (loss) on defined benefit pension plan ​ ( 23,326 ) ​ 1,345 ​ 76,718 Other comprehensive income (loss), net of tax ​ 2,825 ​ ( 13,097 ) ​ 45,540 Comprehensive income ​ 147,737 ​ 241,154 ​ 243,265 Comprehensive loss (income) attributable to redeemable noncontrolling interests ​ 4,785 ​ ( 2,073 ) ​ ( 976 ) Comprehensive income attributable to Valmont Industries, Inc. ​ $ 152,522 ​ $ 239,081 ​ $ 242,289 See accompanying notes to consolidated financial statements. ​ 42 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 203,041 ​ $ 185,406 Receivables, less allowance of $ 32,897 and $ 20,890 , respectively ​ 657,960 ​ 604,181 Inventories ​ 658,428 ​ 728,762 Contract assets ​ 175,721 ​ 174,539 Prepaid expenses and other current assets ​ 91,754 ​ 87,697 Refundable income taxes ​ 725 ​ — Total current assets ​ 1,787,629 ​ 1,780,585 Property, plant, and equipment, at cost ​ 1,513,239 ​ 1,433,151 Less accumulated depreciation ​ ( 895,845 ) ​ ( 837,573 ) Property, plant, and equipment, net ​ 617,394 ​ 595,578 Goodwill ​ 632,964 ​ 739,861 Other intangible assets, net ​ 150,687 ​ 176,615 Defined pension benefit asset ​ ​ 15,404 ​ 24,216 Other non-current assets ​ 273,370 ​ 240,141 Total assets ​ $ 3,477,448 ​ $ 3,556,996 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Current installments of long-term debt ​ $ 719 ​ $ 1,194 Notes payable to banks ​ 3,205 ​ 5,846 Accounts payable ​ 358,311 ​ 360,312 Accrued employee compensation and benefits ​ 130,861 ​ 124,355 Contract liabilities ​ 70,978 ​ 172,915 Other accrued expenses ​ 146,903 ​ 123,965 Income taxes payable ​ ​ — ​ ​ 3,664 Dividends payable ​ 12,125 ​ 11,742 Total current liabilities ​ 723,102 ​ 803,993 Deferred income taxes ​ 21,205 ​ 41,091 Long-term debt, excluding current installments ​ 1,107,885 ​ 870,935 Operating lease liabilities ​ 162,743 ​ 155,469 Deferred compensation ​ 32,623 ​ 30,316 Other non-current liabilities ​ 12,818 ​ 13,480 Total liabilities ​ ​ 2,060,376 ​ ​ 1,915,284 Redeemable noncontrolling interests ​ 62,792 ​ 60,865 Shareholders’ equity: ​ ​ Common stock of $ 1 par value, authorized 75,000,000 shares; 27,900,000 issued ​ 27,900 ​ 27,900 Retained earnings ​ 2,643,606 ​ 2,593,039 Accumulated other comprehensive loss ​ ( 273,236 ) ​ ( 274,909 ) Treasury stock, at cost, common shares of 7,691,192 and 6,549,833 , respectively ​ ( 1,043,990 ) ​ ( 765,183 ) Total shareholders’ equity ​ ​ 1,354,280 ​ ​ 1,580,847 Total liabilities, redeemable noncontrolling interests, and shareholders’ equity ​ $ 3,477,448 ​ $ 3,556,996 See accompanying notes to consolidated financial statements. ​ 43 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ Net earnings ​ $ 144,912 ​ $ 254,251 ​ $ 197,725 Adjustments to reconcile net earnings to net cash flows from operations: ​ ​ ​ Depreciation and amortization ​ 98,708 ​ 97,167 ​ 92,577 Contribution to defined benefit pension plan ​ ( 17,345 ) ​ ( 17,155 ) ​ ( 1,924 ) Impairment of long-lived assets ​ 140,844 ​ — ​ 27,911 Loss (gain) on divestitures ​ ​ ( 2,994 ) ​ 33,273 ​ — Stock-based compensation ​ 39,219 ​ 41,850 ​ 28,720 Defined benefit pension plan cost (benefit) ​ 249 ​ ( 10,087 ) ​ ( 14,567 ) Loss (gain) on sale of property, plant, and equipment ​ 973 ​ 237 ​ ( 961 ) Equity in loss of nonconsolidated subsidiaries ​ 1,419 ​ 950 ​ 944 Deferred income taxes ​ ( 18,649 ) ​ ( 1,225 ) ​ 71 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Receivables ​ ( 46,308 ) ​ ( 74,163 ) ​ ( 69,275 ) Inventories ​ 88,433 ​ ( 3,429 ) ​ ( 289,942 ) Contract assets ​ ( 1,230 ) ​ ( 53,008 ) ​ ( 21,579 ) Prepaid expenses and other assets (current and non-current) ​ ( 26,161 ) ​ 26,625 ​ ( 36,066 ) Accounts payable ​ ( 10,529 ) ​ 36,990 ​ 89,418 Contract liabilities ​ ( 106,884 ) ​ ( 567 ) ​ 6,589 Accrued expenses ​ 22,591 ​ 624 ​ 30,556 Income taxes payable / refundable ​ 13,746 ​ 10,836 ​ 5,560 Other non-current liabilities ​ ( 14,219 ) ​ ( 16,904 ) ​ 20,181 Net cash flows provided by operating activities ​ 306,775 ​ 326,265 ​ 65,938 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchase of property, plant, and equipment ​ ( 96,771 ) ​ ( 93,288 ) ​ ( 107,790 ) Proceeds from divestitures, net of cash divested ​ ​ 6,369 ​ — ​ — Proceeds from sale of assets ​ 1,710 ​ 1,582 ​ 1,745 Proceeds from property damage insurance claims ​ ​ 7,468 ​ — ​ — Acquisitions, net of cash acquired ​ ( 32,676 ) ​ ( 39,287 ) ​ ( 312,500 ) Other, net ​ ​ ( 1,381 ) ​ ( 1,087 ) ​ 1,237 Net cash flows used in investing activities ​ ( 115,281 ) ​ ( 132,080 ) ​ ( 417,308 ) Cash flows from financing activities: ​ ​ ​ Proceeds from short-term borrowings ​ 30,785 ​ 9,665 ​ 5,821 Payments on short-term borrowings ​ ( 34,083 ) ​ ( 17,242 ) ​ ( 26,062 ) Proceeds from long-term borrowings ​ 370,012 ​ 253,999 ​ 312,485 Principal payments on long-term borrowings ​ ( 134,748 ) ​ ( 336,403 ) ​ ( 91,313 ) Proceeds from settlement of financial derivatives ​ — ​ 3,532 ​ — Debt issuance costs ​ — ​ — ​ ( 2,267 ) Dividends paid ​ ( 49,515 ) ​ ( 45,813 ) ​ ( 41,412 ) Dividends to redeemable noncontrolling interests ​ ( 662 ) ​ ( 714 ) ​ — Purchase of redeemable noncontrolling interests ​ — ​ ( 7,338 ) ​ — Purchase of treasury shares ​ ( 345,279 ) ​ ( 40,474 ) ​ ( 26,100 ) Proceeds from exercises under stock plans ​ 5,841 ​ 16,849 ​ 23,895 Tax withholdings on exercises under stock plans ​ ( 18,756 ) ​ ( 17,966 ) ​ ( 21,547 ) Net cash flows provided by (used in) financing activities ​ ( 176,405 ) ​ ( 181,905 ) ​ 133,500 Effect of exchange rate changes on cash and cash equivalents ​ 2,546 ​ ( 4,106 ) ​ ( 5,624 ) Net change in cash and cash equivalents ​ 17,635 ​ 8,174 ​ ( 223,494 ) Cash and cash equivalents—beginning of period ​ 185,406 ​ 177,232 ​ 400,726 Cash and cash equivalents—end of period ​ $ 203,041 ​ $ 185,406 ​ $ 177,232 See accompanying notes to consolidated financial statements. ​ 44 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ ​ ​ ​ Total ​ Redeemable ​ ​ Common ​ paid-in ​ Retained ​ comprehensive ​ Treasury ​ shareholders’ ​ noncontrolling ​ ​ stock ​ capital ​ earnings ​ income (loss) ​ stock ​ equity ​ interests Balance as of December 26, 2020 ​ $ 27,900 ​ $ 335 ​ $ 2,245,035 ​ $ ( 309,786 ) ​ $ ( 781,422 ) ​ $ 1,182,062 ​ $ 25,774 Net earnings ​ — ​ — ​ 195,630 ​ — ​ — ​ 195,630 ​ 2,095 Other comprehensive income (loss), net of tax ​ — ​ — ​ — ​ 46,659 ​ — ​ 46,659 ​ ( 1,119 ) Cash dividends declared ($ 2.00 per share) ​ — ​ — ​ ( 42,472 ) ​ — ​ — ​ ( 42,472 ) ​ — Purchase of treasury shares; 111,833 shares acquired ​ — ​ — ​ — ​ — ​ ( 26,100 ) ​ ( 26,100 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ 1,144 ​ ​ ( 3,886 ) ​ ​ — ​ ​ 33,810 ​ ​ 31,068 ​ ​ — Balance as of December 25, 2021 ​ 27,900 ​ 1,479 ​ 2,394,307 ​ ( 263,127 ) ​ ( 773,712 ) ​ 1,386,847 ​ 26,750 Net earnings ​ — ​ — ​ 250,863 ​ — ​ — ​ 250,863 ​ 3,388 Other comprehensive loss, net of tax ​ — ​ — ​ — ​ ( 11,782 ) ​ — ​ ( 11,782 ) ​ ( 1,315 ) Cash dividends declared ($ 2.20 per share) ​ — ​ — ​ ( 46,939 ) ​ — ​ — ​ ( 46,939 ) ​ — Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 714 ) Addition of redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 41,693 Reduction of redeemable noncontrolling interests ​ ​ — ​ ​ 1,599 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,599 ​ ​ ( 8,937 ) Purchase of treasury shares; 137,612 shares acquired ​ — ​ — ​ — ​ — ​ ( 40,474 ) ​ ( 40,474 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ ( 3,078 ) ​ ​ ( 5,192 ) ​ ​ — ​ ​ 49,003 ​ ​ 40,733 ​ ​ — Balance as of December 31, 2022 ​ 27,900 ​ — ​ 2,593,039 ​ ( 274,909 ) ​ ( 765,183 ) ​ 1,580,847 ​ 60,865 Net earnings (loss) ​ — ​ — ​ 150,849 ​ — ​ — ​ 150,849 ​ ( 5,937 ) Other comprehensive income, net of tax ​ — ​ — ​ — ​ 1,673 ​ — ​ 1,673 ​ 1,152 Cash dividends declared ($ 2.40 per share) ​ — ​ — ​ ( 49,898 ) ​ — ​ — ​ ( 49,898 ) ​ — Change in redemption value of redeemable noncontrolling interest ​ ​ — ​ ​ — ​ ​ ( 7,374 ) ​ ​ — ​ ​ — ​ ​ ( 7,374 ) ​ ​ 7,374 Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 662 ) Purchase of treasury shares; 1,282,706 shares acquired ​ — ​ — ​ ( 30,000 ) ​ — ​ ( 318,121 ) ​ ( 348,121 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ — ​ ​ ( 13,010 ) ​ ​ — ​ ​ 39,314 ​ ​ 26,304 ​ ​ — Balance as of December 30, 2023 ​ $ 27,900 ​ $ — ​ $ 2,643,606 ​ $ ( 273,236 ) ​ $ ( 1,043,990 ) ​ $ 1,354,280 ​ $ 62,792 See accompanying notes to consolidated financial statements. ​ ​ 45 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 controlled subsidiaries (the “Company”). Investments in affiliates and joint ventures through which the Company exercises significant influence over but does not control the investee and is not the primary beneficiary of the investee's activities are accounted for using the equity method. All intercompany items have been eliminated. Fiscal Year The Company operates on a 52 or 53 week fiscal year with each fiscal year ending on the last Saturday in December. Accordingly, the Company’s fiscal year ended December 30, 2023 consisted of 52 weeks, the Company’s fiscal year ended December 31, 2022 consisted of 53 weeks, and the Company’s fiscal year ended December 25, 2021 consisted of 52 weeks. The estimated impact on the Company's results of operations due to the additional week in the fiscal year ended December 31, 2022 was additional net sales of approximately $ 80,800 and additional net earnings of approximately $ 5,300 . Reportable Segments The Company has two reportable segments based on its management structure. Each segment is global in nature with a manager responsible for operational performance and allocation of capital. 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, solar, lighting, transportation, and telecommunications, along with coatings services to protect metal products. AGRICULTURE: 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 in fiscal 2022 that were not more than 10% of consolidated sales, operating income, or assets. This business, the offshore wind energy structures business, was reported in the “Other” segment until its divestiture in the fourth quarter of fiscal 2022. Cash Overdrafts Cash book overdrafts totaling $ 19,869 and $ 25,075 were classified as “Accounts payable” in the Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022, respectively. The Company’s policy is to report the change in book overdrafts as “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. Receivables Receivables are reported on the Consolidated Balance Sheets net of any allowance for credit losses. Allowances are maintained in amounts considered to be appropriate in relation to the outstanding receivables based on the 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, 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 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The following table details the balances of the allowance for credit losses and changes therein: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of Charged to Currency Deductions Balance as of ​ ​ Beginning of ​ Profit and ​ Translation ​ from ​ Close of Fiscal year ended: ​ Period ​ Loss ​ Adjustment ​ Reserves ​ Period December 30, 2023 ​ $ 20,890 ​ $ 17,657 ​ $ 911 ​ $ ( 6,561 ) ​ $ 32,897 December 31, 2022 ​ 18,050 ​ 4,237 ​ ( 522 ) ​ ( 875 ) ​ 20,890 December 25, 2021 ​ 15,952 ​ 3,379 ​ ( 339 ) ​ ( 942 ) ​ 18,050 ​ 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 receivable sold are excluded from “Receivables, less allowance” in the Consolidated Balance Sheets, and cash proceeds are reflected in “Cash flows from operating activities” in the Consolidated Statements 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 income (expenses)” in the Consolidated Statements of Earnings. As of December 30, 2023 and December 31, 2022, the Company sold trade accounts receivable of $ 60,000 and $ 100,000 , respectively. The fees associated with the trade accounts receivables factoring program are recognized within “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings and were approximately $ 4,500 for the fiscal year ended December 30, 2023. Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out method, or net realizable value. 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 - 10 to 30 years , machinery and equipment - 3 to 10 years , transportation equipment - 3 to 10 years , office furniture and equipment - 3 to 7 years , and intangible assets - 2 to 20 years . Depreciation expense was $ 78,138 , $ 73,938 , and $ 70,223 for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, respectively. An impairment loss is recognized if the carrying amount of an asset may not be recoverable and exceeds the 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 evaluates its reporting units for impairment of goodwill during the third quarter of each fiscal 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. 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 indefinite‑lived intangible assets 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. The Company recognized a pre-tax $ 21,415 impairment of property, plant, and equipment in fiscal 2021 when it determined that its offshore wind energy structures business reporting unit would not generate sufficient cash flows to recover the carrying values, recorded as “ Product cost of sales ” in the Consolidated Statements of Earnings. See Note 8 for details of impairments of goodwill and other intangible assets recognized during the fiscal years ended December 30, 2023 and December 25, 2021. 47 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Leases The Company's operating lease right-of-use (“ROU”) assets are included in “Other non-current assets” and the corresponding lease obligations are included in “Other accrued expenses” and “Operating lease liabilities” in the Consolidated Balance Sheets. 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 Cost (Benefit) Certain expenses are incurred in connection with a defined benefit pension plan. In order to measure the expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, the expected return on plan assets used to fund these expenses, and the 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 the pension cost (benefit). Stock Plans The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resources 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. Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Derivative Instruments The Company may enter into derivative financial instruments to manage risk associated with fluctuation in interest rates, foreign currency rates, or commodity prices. Where applicable, the Company may elect to account for such derivatives as either a cash flow, fair value, or net investment hedge. 48 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Comprehensive Income (Loss) Comprehensive income (loss) includes net earnings, foreign currency translation adjustments, certain derivative-related activity, and changes in prior service cost from the 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 effect on the balance sheet dates. Accumulated other comprehensive income (loss) (“AOCI”) consisted of the following as of December 30, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Foreign currency translation adjustments ​ $ ( 236,690 ) ​ $ ( 260,799 ) Hedging activities ​ ​ 20,989 ​ ​ 20,099 Defined benefit pension plan ​ ​ ( 57,535 ) ​ ​ ( 34,209 ) Accumulated other comprehensive loss ​ $ ( 273,236 ) ​ $ ( 274,909 ) ​ Revenue Recognition The Company determines the appropriate revenue recognition model for 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 sales” when the performance obligation is related to the manufacturing and sale of goods. Contract revenues are classified as “Service sales” when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings product line and Technology Products and Services product line. Customer acceptance provisions exist only in the design stage of our products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before manufacturing commences and the product is manufactured and delivered to the customer. The Company is generally not entitled to any compensation solely based on the design of the product and does not recognize this service as a separate performance obligation, therefore, no revenue is recognized for design services. No general rights of return exist for customers once the product has been delivered, and the Company establishes provisions for estimated warranties. Shipping and handling costs associated with sales are recorded within cost of sales. 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 Transmission, Distribution, and Substation ("TD&S"), Solar, and Telecommunications product lines, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company has elected 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. In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within one year of transfer of control of goods or services. Most of the Company’s customers are invoiced upon shipment or delivery of the goods to the customer’s specified location. Contract assets are recorded as revenue is recognized over time and such contract assets are relieved when the customer is invoiced. As of December 30, 2023 and December 31, 2022, the Company’s contract assets totaled $ 175,721 and $ 174,539 , respectively. 49 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Certain customers are also invoiced by advanced billings or progress billings. When progress on performance obligations is less than the amount the customer has been billed, a contract liability is recognized. As of December 30, 2023, total contract liabilities of $ 70,978 were recorded as “Contract liabilities” in the Consolidated Balance Sheets. As of December 31, 2022, contract liabilities of $ 172,915 were recorded as “Contract liabilities” and $ 5,616 were recorded as “Other non-current liabilities” in the Consolidated Balance Sheets. Additional details are as follows: ● During the fiscal years ended December 30, 2023 and December 31, 2022, the Company recognized $ 162,182 and $ 96,373 of revenue that was included in the total contract liability as of December 31, 2022 and December 25, 2021, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● As of December 30, 2023, the Company had no material remaining performance obligations on contracts with an original expected duration of one year or more. Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete structures within the TD&S and Telecommunications product lines 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 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 transferred over time, revenue is recognized based on the extent of progress toward completion of the performance obligation. The selection of the method to measure progress toward completion requires judgment. For the structures manufactured within the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an inputs basis, using total production hours incurred to date for each order as a percentage of total hours estimated to complete the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of sales, and gross profit. Production of an order, once started, is typically completed within three months. Depending on the product sold, revenue from the Solar product line is recognized upon shipment or delivery of goods to the customer depending on contract terms, or by 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 TD&S product line sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. For the structures sold for the Lighting and Transportation product line and for the majority of Telecommunications products, 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. Some large regional customers have unique product specifications for telecommunication 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. The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the 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. Agriculture Segment Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) 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 recognized as part of the Technology Products and Services product line are primarily billed annually and revenue is recognized on a straight-line basis over the contract period. 50 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The disaggregation of revenue by product line is disclosed in Note 21. A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, 2023 ​ December 31, 2022 ​ December 25, 2021 ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time Infrastructure ​ $ 1,744,139 ​ $ 1,255,498 ​ $ 1,687,458 ​ $ 1,222,288 ​ $ 1,388,297 ​ $ 973,227 Agriculture ​ 1,144,633 ​ 30,328 ​ 1,307,681 ​ 27,604 ​ 996,278 ​ 20,772 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 100,219 ​ ​ — ​ ​ 123,001 Total net sales ​ $ 2,888,772 ​ $ 1,285,826 ​ $ 2,995,139 ​ $ 1,350,111 ​ $ 2,384,575 ​ $ 1,117,000 ​ 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 the Consolidated 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 nonconsolidated subsidiaries which are recorded within “Other non-current assets” in the Consolidated Balance Sheets. Treasury Stock Repurchased shares are recorded as “Treasury stock, at cost” and result in a reduction of “Shareholders’ equity” in the Consolidated Balance Sheets. 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 that 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. In February 2023, the Board of Directors increased the amount remaining under the program by an additional $ 400,000 , with no stated expiration date, bringing the total authorization to $ 1,400,000 . As of December 30, 2023, the Company has acquired 7,895,724 shares for approximately $ 1,263,900 under this share repurchase program. In November 2023, the Company entered into an accelerated purchase agreement to repurchase $ 120,000 of the Company’s outstanding common stock (“November 2023 ASR”) with CitiBank, N.A. as counterparty. The November 2023 ASR was entered into under the Company’s previously announced share repurchase program described above. In the fourth quarter of fiscal 2023, the Company pre-paid $ 120,000 and received an initial delivery of 438,917 shares of common stock from CitiBank, which represented 75 % of the prepayment amount divided by the closing price of $ 205.05 per share on November 28, 2023. The final number of shares to be delivered and the average price paid per share will be based on the daily volume weighted average share price during the term of the November 2023 ASR less a discount, which will be completed during the first quarter of fiscal 2024. Research and Development Research and development costs are charged to operations in the fiscal year incurred. These costs are a component of “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings. During the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, research and development costs were approximately $ 55,000 , $ 46,000 , and $ 37,000 , respectively. 51 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Supplier Finance Program In the first quarter of fiscal 2023, the Company adopted Accounting Standards Update No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , as well as early adopted the amendment on rollforward information. During fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program that allows qualifying suppliers to sell their receivables from the Company to the financial institution. These participating suppliers negotiate their outstanding receivable arrangements directly with the financial institution and the Company’s rights and obligations to suppliers are not impacted. The Company has no economic interest in a supplier’s decision to enter into these agreements. Once a qualifying supplier elects to participate in the supplier finance program and reaches an agreement with a financial institution, they elect which individual Company invoices they sell to the financial institution. The Company’s obligation is to make payment in the invoice amount negotiated with participating suppliers to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution. The financial institution pays the supplier on the invoice due date for any invoices that were not previously sold under the supplier finance program. The invoice amounts and scheduled payment terms are not impacted by the suppliers’ decisions to sell amounts under these arrangements. The payment of these obligations is included in “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. As of December 30, 2023 and December 31, 2022, there were $ 41,916 and $ 48,880 of outstanding payment obligations, respectively, that were sold to the financial institution under the Company’s supplier finance program included in “Accounts payable” in the Consolidated Balance Sheets. ​ ​ ​ ​ ​ Confirmed obligations outstanding as of December 31, 2022 ​ $ 48,880 Invoices confirmed during the period ​ ​ 264,051 Confirmed invoices paid during the period ​ ( 271,015 ) Confirmed obligations outstanding as of December 30, 2023 ​ $ 41,916 ​ Redeemable Noncontrolling Interests Subsequent to the issuance of the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2022, the Company identified an error in the presentation of “Noncontrolling interests in consolidated subsidiaries” of $ 60,865 as of December 31, 2022 , $ 26,750 as of December 25, 2021 , and $ 25,774 as of December 26, 2020 , that has been corrected in the current year. Such amounts were previously reported within “Total shareholders’ equity” and have been revised in the December 31, 2022 Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests to be presented as “Redeemable noncontrolling interests” outside of “Total shareholders’ equity”. We have evaluated the materiality of this error based on an analysis of quantitative and qualitative factors and concluded it was not material to the prior period financial statements, individually or in aggregate. Noncontrolling interests with redemption features that are not solely within the Company’s control are considered redeemable noncontrolling interests. The Company has redeemable noncontrolling interests in certain entities. The seller can require the Company to purchase their remaining ownership, known as a put right, for an amount and on a date specified in the applicable operating agreement. Likewise, the Company can require the seller to sell the Company their remaining ownership based on the same amount and timing, known as a call option. As a result of these redemption features, the Company records the noncontrolling interests as redeemable and classifies the balances in temporary equity in the Consolidated Balance Sheets initially at its acquisition-date fair value. The Company adjusts the redeemable noncontrolling interests each reporting period for the net income (loss) attributable to the noncontrolling interests and any redemption value adjustments. The redeemable noncontrolling interest is accreted to the future redemption value using the effective interest method up to the date on which the put right becomes effective. Any accretion adjustment in the current reporting period of the redeemable noncontrolling interest is offset against retained earnings and impacts earnings used in the calculation of earnings per share in the reporting period. As of December 30, 2023 and December 31, 2022, the redeemable noncontrolling interests were $ 62,792 and $ 60,865 , respectively. The ultimate amount paid for the redeemable noncontrolling interests could be significantly different because the redemption amounts depend on the future results of operations of the businesses. 52 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which improves the disclosures about reportable segments including more detailed information about a reportable segment’s expenses. This guidance will be effective for the fiscal year ending December 28, 2024 and the interim periods thereafter, with early adoption permitted. The guidance will have no effect on the Company’s results of operations as the changes are primarily disclosure related. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. This guidance will be effective on a prospective basis for the fiscal year ending December 27, 2025, with early adoption permitted. The guidance will have no effect on the Company’s results of operations as the changes are primarily disclosure related. (2) ACQUISITIONS Acquisitions of Businesses On August 31, 2023, the Company acquired HR Products for $ 58,044 Australian dollars ($ 37,302 United States (“U.S.”) dollars) in cash (net of cash acquired) and subject to working capital adjustments. Of this amount, $ 7,200 Australian dollars ($ 4,626 U.S. dollars) was withheld by the Company at closing as a retention fund, to be settled in two equal payments at 12 and 24 months from the acquisition date for contingencies and disagreements. HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries and its operations are reported in the Agriculture segment. The acquisition strengthens the Company’s value proposition to customers in the key agriculture market of Australia by expanding its geographic footprint and accelerating its aftermarket parts presence. The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition and is no t deductible for tax purposes. The Company is currently completing its fair value assessment and expects to finalize the purchase price allocation by the third quarter of fiscal 2024. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition: ​ ​ ​ ​ ​ ​ August 31, ​ ​ 2023 Current assets ​ $ 24,816 Property, plant, and equipment ​ 1,379 Goodwill ​ 9,177 Customer relationships ​ ​ 11,632 Other non-current assets ​ 3,997 Total fair value of assets acquired ​ ​ 51,001 Current liabilities ​ 4,183 Operating lease liabilities ​ 2,792 Deferred income taxes ​ 3,489 Total fair value of liabilities assumed ​ ​ 10,464 Net assets acquired ​ $ 40,537 ​ On June 1, 2022, the Company acquired approximately 51 % of ConcealFab for $ 39,287 in cash (net of cash acquired). Approximately $ 1,850 of the purchase price was contingent on seller representations and warranties that were settled in the fourth quarter of fiscal 2023. ConcealFab is located in Colorado Springs, Colorado, and its operations are reported in the Infrastructure segment. The acquisition was made to allow the Company to incorporate innovative 5G infrastructure and passive intermodulation mitigation solutions into its advanced Infrastructure portfolio. Goodwill was not 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. The Company finalized the purchase price allocation in the first quarter of fiscal 2023. 53 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Pursuant to the operating agreement and subject to the terms and conditions thereof, the minority owners have the right to sell all of the remaining interest in ConcealFab to the Company, and the Company has the right to purchase all of the remaining interest in ConcealFab from the minority owners, in each case generally at any time following the fifth anniversary of the effective date of the transaction. The purchase price for any remaining interest put to, or called by, the Company will be determined based on a pre-defined formula as stated in the operating agreement. As a result of this redemption feature, the Company recorded the noncontrolling interest as redeemable and classified it in temporary equity within the Consolidated Balance Sheets. See Note 1 for discussion of the Company’s redeemable noncontrolling interests. The following table summarizes the fair values of the assets acquired and liabilities assumed of ConcealFab as of the date of acquisition: ​ ​ ​ ​ ​ ​ ​ June 1, ​ ​ 2022 Current assets ​ $ 21,133 Property, plant, and equipment ​ 3,813 Goodwill ​ 42,465 Customer relationships ​ 26,200 Trade name ​ 5,000 Other non-current assets ​ 9,108 Total fair value of assets acquired ​ ​ 107,719 Current liabilities ​ 6,658 Long-term debt ​ 2,038 Operating lease liabilities ​ 7,812 Deferred income taxes ​ 5,464 Other non-current liabilities ​ 12 Total fair value of liabilities assumed ​ ​ 21,984 Redeemable noncontrolling interest ​ 41,693 Net assets acquired ​ $ 44,042 ​ 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 Agriculture segment. Goodwill was no t deductible for tax purposes, the trade name was assigned an estimated useful life of seven years , and the developed technology asset was assigned an estimated useful life of five years . The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that did no t qualify for separate recognition. See Note 8 for details of impairments of goodwill and other intangible assets recognized during the fiscal year ended December 30, 2023. The Company finalized the purchase price allocation in the fourth quarter of fiscal 2021. 54 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The following table summarizes the fair values of the assets acquired and liabilities assumed of Prospera as of the date of acquisition: ​ ​ ​ ​ ​ ​ May 12, ​ ​ 2021 Current assets ​ $ 647 Property, plant, and equipment ​ 1,063 Goodwill ​ 273,453 Developed technology ​ 32,900 Trade name ​ 2,850 Total fair value of assets acquired ​ $ 310,913 Current liabilities ​ 2,690 Deferred income taxes ​ 8,223 Total fair value of liabilities assumed ​ $ 10,913 Net assets acquired ​ $ 300,000 ​ 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. 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 Agriculture segment. The fair values assigned were $ 10,800 for goodwill and $ 2,627 for customer relationships, with the remainder representing net working capital. Goodwill was no t deductible for tax purposes and the customer relationships will be amortized over eight years . The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do no t qualify for separate recognition. The Company finalized the purchase price allocation in the second quarter of fiscal 2022. Proforma disclosures were omitted for these acquisitions as they do not have a significant impact on the Company’s financial results. Acquisition-related costs incurred for the above acquisitions were insignificant for all fiscal years presented. Acquisitions of Redeemable Noncontrolling Interests Subsequent to fiscal 2023, on January 26, 2024, the Company acquired approximately 9 % of ConcealFab for $ 7,227 . Additionally, subsequent to fiscal 2023, the minority owner of a consolidated subsidiary exercised their put option to require the Company to purchase their remaining ownership. As such, $ 10,518 is expected to be paid to acquire the remaining portion of this entity prior to the end of the first quarter of fiscal 2024. On August 10, 2022, the Company acquired the remaining 9 % of Convert Italia S.p.A. for $ 3,046 . On May 10, 2022, the Company acquired the remaining 20 % of Valmont West Coast Engineering, Ltd. for $ 4,292 . These transactions were for the acquisitions of portions of the remaining shares of consolidated subsidiaries with no changes in control. (3) DIVESTITURES On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment, an integrator of prepackaged pump stations in Indiana, reported in the Agriculture segment, for net proceeds of $ 6,369 . In the second quarter of fiscal 2023, a pre-tax gain of $ 2,994 was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings. On November 30, 2022, the Company completed the sale of Valmont SM, the offshore wind energy structures business in Denmark, reported in the Other segment. The business was sold because it did not align with the long-term strategic plans for the Company. The offshore wind energy structures business’ historical annual sales, operating income, and net assets were not significant for discontinued operations presentation. 55 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The offshore wind energy structures business had an operating income of $ 2,259 for the fiscal year ended December 31, 2022, and an operating loss of $ 40,192 (inclusive of an approximately $ 27,900 impairment of long-lived assets) for the fiscal year ended December 25, 2021. The Company received 90,000 Danish kroner ($ 12,570 U.S. dollars) at closing. An additional 15,000 Danish kroner ($ 2,189 U.S. dollars) had been held in an escrow account subject to normal closing conditions before it was released to the Company in the first quarter of fiscal 2024. The assets and liabilities of the offshore wind energy structures business as of closing on November 30, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ November 30, ​ ​ 2022 Cash and cash equivalents ​ $ 12,420 Receivables, net ​ ​ 35,407 Inventories ​ 1,144 Contract assets ​ ​ 19,127 Prepaid expenses and other current assets ​ ​ 1,852 Property, plant, and equipment, net ​ 12,915 Other intangible assets, net ​ ​ 5,579 Other non-current assets ​ ​ 1,103 Total assets ​ $ 89,547 Accounts payable ​ ​ 23,611 Contract liabilities ​ ​ 34,814 Other accrued expenses ​ ​ 4,737 Deferred income taxes ​ ​ 1,375 Total liabilities ​ $ 64,537 Net assets divested ​ $ 25,010 ​ The pre-tax loss from divestiture was reported in “Other income (expenses)” in the Consolidated Statements of Earnings for the fiscal year ended December 31, 2022. The loss was comprised of the proceeds and an asset recognized for the escrow funds not at the time released from the buyer, less deal-related costs, and the net assets of the business, which resulted in a loss of $ 12,123 . In addition to this amount was a $ 21,150 realized loss on foreign exchange translation adjustments and net investment hedges previously reported in “Shareholders’ equity” in the Consolidated Balance Sheets. ​ ​ ​ ​ ​ Pre-tax loss from divestitures, before recognition of currency translation loss ​ $ 12,123 Recognition of cumulative currency translation loss and hedges (reclassified from OCI) ​ 21,150 Net pre-tax loss from divestiture of offshore wind energy structures business ​ $ 33,273 ​ The transaction did not result in a tax-deductible capital loss. (4) REALIGNMENT ACTIVITIES During the third quarter of fiscal 2023, management initiated a plan to streamline segment support across the Company and reduce costs through an organizational realignment program (the “Realignment Program”). The Realignment Program provided for a reduction in force through a voluntary early retirement program and other headcount reduction actions, which were completed as of December 30, 2023. The Board of Directors authorized the incurrence of cash charges up to $ 36,000 in connection with the Realignment Program. During the fiscal year ended December 30, 2023, the Company recorded the following pre-tax expenses for the Realignment Program: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Corporate ​ Total Severance and other employee benefit costs ​ $ 17,260 ​ $ 9,101 ​ $ 8,849 ​ $ 35,210 ​ 56 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Changes in liabilities recorded for the Realignment Program were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of Recognized Costs Paid or Balance as of ​ ​ December 31, ​ Realignment ​ Otherwise ​ December 30, ​ ​ 2022 ​ Expense ​ Settled ​ 2023 Severance and other employee benefit costs ​ $ — $ 35,210 ​ $ ( 22,696 ) ​ $ 12,514 ​ ​ (5) 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 fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Interest ​ $ 55,541 ​ $ 46,653 ​ $ 41,159 Income taxes ​ 103,697 ​ 93,109 ​ 60,366 ​ ​ (6) INVENTORIES Inventories as of December 30, 2023 and December 31, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Raw materials and purchased parts ​ $ 217,134 ​ $ 258,814 Work-in-process ​ 37,826 ​ 44,453 Finished goods and manufactured goods ​ 403,468 ​ 425,495 Total inventories ​ $ 658,428 ​ $ 728,762 ​ ​ (7) PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, at cost, as of December 30, 2023 and December 31, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Land and improvements ​ $ 118,869 ​ $ 113,188 Buildings and improvements ​ 409,092 ​ 390,435 Machinery and equipment ​ 750,959 ​ 721,223 Transportation equipment ​ 31,278 ​ 30,610 Office furniture and equipment ​ 140,061 ​ 128,922 Construction in progress ​ 62,980 ​ 48,773 Total property, plant, and equipment, at cost ​ $ 1,513,239 ​ $ 1,433,151 ​ ​ 57 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) (8) GOODWILL AND INTANGIBLE ASSETS Goodwill The carrying amount of goodwill by segment as of December 30, 2023 and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Total Gross balance as of December 31, 2022 ​ $ 473,551 ​ $ 313,777 ​ $ 787,328 Accumulated impairment losses ​ ( 47,467 ) ​ — ​ ( 47,467 ) Balance as of December 31, 2022 ​ 426,084 ​ 313,777 ​ ​ 739,861 Acquisitions ​ — ​ 9,177 ​ 9,177 Divestiture ​ ​ — ​ ​ ( 160 ) ​ ​ ( 160 ) Impairment ​ ​ ( 1,915 ) ​ ​ ( 120,000 ) ​ ​ ( 121,915 ) Foreign currency translation ​ 5,112 ​ 889 ​ 6,001 Balance as of December 30, 2023 ​ $ 429,281 ​ $ 203,683 ​ $ 632,964 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Total Gross balance as of December 25, 2021 ​ $ 442,521 ​ $ 313,512 ​ $ 756,033 Accumulated impairment losses ​ ( 47,467 ) ​ — ​ ( 47,467 ) Balance as of December 25, 2021 ​ 395,054 ​ 313,512 ​ 708,566 Acquisitions ​ 42,465 ​ — ​ 42,465 Foreign currency translation ​ ( 11,435 ) ​ 265 ​ ( 11,170 ) Balance as of December 31, 2022 ​ $ 426,084 ​ $ 313,777 ​ $ 739,861 ​ In the third quarter of fiscal 2023, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units using a measurement date of September 2, 2023. The fair values of the reporting units were estimated using a discounted cash flow analysis which requires the Company to estimate the future cash flows as well as select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. The carrying value for two of the reporting units, Agriculture Technology and India Structures, exceeded their respective estimated fair value. As a result, impairments of $ 120,000 and $ 1,915 were recognized in the Agriculture and Infrastructure segments, respectively, and recorded as “Impairment of goodwill and intangible assets” in the Consolidated Statements of Earnings. For the Agriculture Technology reporting unit, the recent less favorable outlook for the agriculture market in North America and the slower-than-expected adoption rate of the agronomy software solution led to a reduction in forecasted sales. These reduced forecasted cash flows resulted in a lower fair value of the Agriculture Technology reporting unit when discounted back to the present value. For the India Structures reporting unit, assumptions around future cash flows including working capital requirements resulted in the impairment of its goodwill. Intangible Assets The components of intangible assets as of December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, 2023 December 31, 2022 ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated Carrying ​ Accumulated ​ Amount Amortization Amount Amortization Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 233,852 ​ $ 157,873 ​ $ 222,716 ​ $ 145,502 Patents & proprietary technology ​ 59,311 ​ 45,416 ​ 58,404 ​ 21,291 Trade names ​ 2,870 ​ 1,056 ​ 2,850 ​ 645 Other ​ 4,787 ​ 4,538 ​ 2,462 ​ 2,164 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 58,750 ​ ​ — ​ ​ 59,785 ​ ​ — ​ ​ $ 359,570 ​ $ 208,883 ​ $ 346,217 ​ $ 169,602 ​ 58 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Amortizing intangible assets carry a remaining weighted average life of approximately four years . Amortization expense was $ 19,455 , $ 22,120 , and $ 21,320 for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, respectively. Based on amortizing intangible assets recognized in the Consolidated Balance Sheets as of December 30, 2023, amortization expense is estimated to average $ 11,158 for each of the next five fiscal years. The Company’s indefinite-lived trade names were tested for impairment as of September 2, 2023. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, the carrying value of one trade name exceeded its estimated fair value. An impairment charge of $ 1,656 was recognized within the Infrastructure segment and recorded as “Impairment of goodwill and intangible assets” in the Consolidated Statements of Earnings. In the fourth quarter of fiscal 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the offshore wind energy structures business. As a result, an impairment charge of approximately $ 2,013 was recognized against the related trade name and recorded as “Impairment of goodwill and intangible assets” in the Consolidated Statements of Earnings. In the third quarter of fiscal 2023, the Company tested the recoverability of a certain amortizing proprietary technology intangible asset related to Prospera included within the Agriculture Technology reporting unit due to identified impairment indicators. The Company determined the carrying value of the asset exceeded the total undiscounted estimated future cash flows and reduced the asset to its fair value. An impairment charge of $ 17,273 was recognized within the Agriculture segment and recorded as “Impairment of goodwill and intangible assets” in the Consolidated Statements of Earnings. In the fourth quarter of fiscal 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the offshore wind energy structures business. As a result, an impairment charge of $ 4,483 was recognized against the remaining net book value of the related customer relationships and recorded as “Impairment of goodwill and intangible assets” in the Consolidated Statements of Earnings. (9) BANK CREDIT ARRANGEMENTS The Company maintains various lines of credit for short-term borrowings totaling $ 39,336 available as of December 30, 2023. As of December 30, 2023 and December 31, 2022, $ 3,205 and $ 5,846 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 5.16 % as of December 30, 2023. The unused and available borrowings under the lines of credit were $ 36,131 as of December 30, 2023. The lines of credit can be modified at any time at the option of the banks. (10) INCOME TAXES Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 United States ​ $ 195,491 ​ $ 224,370 ​ $ 202,051 Foreign ​ 40,961 ​ 139,518 ​ 58,032 Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ $ 236,452 ​ $ 363,888 ​ $ 260,083 ​ 59 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Income tax expense (benefit) for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Current: ​ ​ ​ Federal ​ $ 42,226 ​ $ 48,309 ​ $ 30,031 State ​ 8,480 ​ 11,888 ​ 8,891 Foreign ​ 56,107 ​ 48,273 ​ 20,644 Total current income tax expense ​ 106,813 ​ 108,470 ​ 59,566 Non-current: ​ ​ 1,957 ​ ​ 1,442 ​ ​ 1,777 Deferred: ​ ​ ​ Federal ​ ( 12,585 ) ​ ( 7,544 ) ​ 4,587 State ​ ( 2,586 ) ​ ( 1,973 ) ​ 558 Foreign ​ ( 3,478 ) ​ 8,292 ​ ( 5,074 ) Total deferred income tax expense (benefit) ​ ( 18,649 ) ​ ( 1,225 ) ​ 71 Total income tax expense ​ $ 90,121 ​ $ 108,687 ​ $ 61,414 ​ The reconciliations of the statutory federal income tax rate and the effective tax rate for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Statutory federal income tax rate 21.0 % ​ 21.0 % ​ 21.0 % State income taxes, net of federal benefit 1.8 ​ 2.3 ​ 2.9 ​ Carryforwards, credits and changes in valuation allowances ( 2.4 ) ​ 1.0 ​ 1.5 ​ Foreign jurisdictional tax rate differences 4.6 ​ 4.2 ​ ( 0.1 ) ​ Changes in unrecognized tax benefits 0.8 ​ 0.3 ​ 0.7 ​ Impairment of long-lived assets 11.9 ​ — ​ — ​ Excess tax benefit on equity compensation ​ 1.1 ​ ​ 0.5 ​ ​ 0.7 ​ Loss from divestiture of offshore wind energy structures business ​ — ​ 2.2 ​ — ​ Other ( 0.7 ) ​ ( 1.6 ) ​ ( 3.1 ) ​ Effective tax rate 38.1 % ​ 29.9 % ​ 23.6 % ​ The fiscal year ended December 30, 2023 included $ 28,079 of tax expense related to non-tax deductible impairment of goodwill. The fiscal year ended December 31, 2022 included $ 8,166 of tax expense related to the divestiture of the offshore wind energy structures business for which no benefit was recorded. The fiscal year ended December 25, 2021 included $ 1,894 of U.S. tax benefits related to foreign taxes paid offset by $ 5,102 of valuation allowance recorded against the offshore wind energy structures business’ deferred tax assets. 60 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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) as of December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Deferred income tax assets: ​ ​ Accrued expenses and allowances ​ $ 36,883 ​ $ 25,927 Tax credits and loss carryforwards ​ 58,519 ​ 67,249 Inventory allowances ​ 8,427 ​ 7,912 Accrued compensation and benefits ​ 23,880 ​ 24,398 Lease liabilities ​ 41,769 ​ 40,709 Research and development expenditures ​ ​ 22,751 ​ 7,650 Deferred compensation ​ 16,163 ​ 16,308 Gross deferred income tax assets ​ 208,392 ​ 190,153 Valuation allowance ​ ( 48,632 ) ​ ( 48,974 ) Net deferred income tax assets ​ 159,760 ​ 141,179 Deferred income tax liabilities: ​ ​ Property, plant, and equipment ​ 42,299 ​ 45,300 Intangible assets ​ 52,017 ​ 52,750 Defined benefit pension asset ​ 3,851 ​ 6,054 Lease assets ​ 42,717 ​ 40,708 Other deferred tax liabilities ​ 6,616 ​ 4,941 Total deferred income tax liabilities ​ 147,500 ​ 149,753 Net deferred income tax assets (liabilities) ​ $ 12,260 ​ $ ( 8,574 ) ​ Deferred income tax assets (liabilities) were presented as follows as of December 30, 2023 and December 31, 2022 in the Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Other non-current assets ​ $ 33,465 ​ $ 32,517 Deferred income taxes ​ ( 21,205 ) ​ ( 41,091 ) Net deferred income tax assets (liabilities) ​ $ 12,260 ​ $ ( 8,574 ) ​ 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 fiscal years and available tax planning strategies. As of December 30, 2023 and December 31, 2022, respectively, there were $ 58,519 and $ 67,249 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, the Company recorded a valuation allowance of $ 6,472 against the tax attributes related to the acquisition of Prospera. The deferred tax assets as of December 30, 2023 that are associated with tax loss and tax credit carryforwards not reduced by valuation allowances expire in periods starting in 2024. Uncertain tax positions included in “Other non-current liabilities” in the Consolidated Balance Sheets 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 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. 61 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The following summarizes the activity related to the unrecognized tax benefits for the fiscal years ended December 30, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Gross unrecognized tax benefits—beginning of period ​ $ 2,536 ​ $ 2,664 Gross increases—tax positions in prior period ​ 2,174 ​ 1,133 Gross increases—current‑period tax positions ​ 370 ​ 523 Settlements with taxing authorities ​ ( 32 ) ​ ( 1,576 ) Lapses of statutes of limitation ​ ( 742 ) ​ ( 208 ) Gross unrecognized tax benefits—end of period ​ $ 4,306 ​ $ 2,536 ​ There are approximately $ 1,514 of uncertain tax positions for which reversal is reasonably possible during the next 12 months due to the closing of the statutes of limitation. The nature of these uncertain tax positions is generally the computation of a tax deduction or a tax credit. During the fiscal year ended December 30, 2023, the Company recorded a reduction of its gross unrecognized tax benefit of $ 742 , with $ 586 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the U.S. During the fiscal year ended December 31, 2022, the Company recorded a reduction of its gross unrecognized tax benefit of $ 208 , with $ 165 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the U.S. In addition to these amounts, there was an aggregate of $ 442 and $ 172 of interest and penalties as of December 30, 2023 and December 31, 2022, 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 2020 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 $ 4,372 and $ 2,447 as of December 30, 2023 and December 31, 2022, respectively. The Organisation for Economic Co-operation and Development (“OECD”) has released the Pillar Two Model Rules Framework (the “Framework”) defining the global minimum tax rules, which contemplate a minimum tax rate of 15% and continues to release additional guidance. Although it is uncertain whether the U.S. will enact legislation to adopt the minimum tax directive, certain countries in which the Company operates have adopted legislation effective January 1, 2024, and other countries are in the process of introducing legislation to implement the minimum tax directive. Further, the OECD issued administrative guidance providing transition and safe harbor rules that could delay the impact of the minimum tax directive. The Company will continue to monitor the implementation of the Framework by the countries in which the Company operates. The Company does not expect the Framework to have a material impact on its Consolidated Financial Statements. (11) LONG-TERM DEBT Long-term debt as of December 30, 2023 and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 5.00 % senior unsecured notes due in fiscal 2044 (a) ​ $ 450,000 ​ $ 450,000 5.25 % senior unsecured notes due in fiscal 2054 (b) ​ 305,000 ​ 305,000 Unamortized discount on 5.00 % and 5.25 % senior unsecured notes (a) (b) ​ ( 19,665 ) ​ ( 20,053 ) Revolving credit agreement (c) ​ 377,899 ​ 140,513 Other notes ​ 2,015 ​ 3,587 Debt issuance costs ​ ( 6,645 ) ​ ( 6,918 ) Long-term debt ​ 1,108,604 ​ 872,129 Less: Current installments of long-term debt ​ 719 ​ 1,194 Long-term debt, excluding current installments ​ $ 1,107,885 ​ $ 870,935 ​ 62 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) (a) The 5.00 % senior unsecured notes due in fiscal 2044 include an aggregate principal amount of $ 450,000 on which interest is paid and an unamortized discount balance of $ 12,503 as of December 30, 2023. The notes bear interest at 5.00 % 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. (b) The 5.25 % senior unsecured notes due in fiscal 2054 include an aggregate principal amount of $ 305,000 on which interest is paid and an unamortized discount balance of $ 7,162 as of December 30, 2023. The notes bear interest at 5.25 % 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, the Company along with its wholly-owned subsidiaries, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as borrowers, entered into an amendment and restatement of the revolving credit agreement with the Company’s 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. The Company 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 Secured Overnight Financing Rate (“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 S&P Global Ratings 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 one-month interest period) plus 100 basis points, plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’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 S&P Global Ratings and Moody’s Investors Service, Inc. As of December 30, 2023, the Company had $ 377,899 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. As of December 30, 2023, the Company had the ability to borrow $ 421,939 under this facility, after consideration of standby letters of credit of $ 162 associated with certain insurance obligations. The Company also maintains certain short-term bank lines of credit totaling $ 39,336 , of which $ 36,131 were unused as of December 30, 2023. The revolving credit facility includes a financial leverage covenant. The Company was in compliance with this covenant as of December 30, 2023. The minimum aggregate maturities of long-term debt for each of the five fiscal years following the fiscal year ended December 30, 2023 are $ 719 ; $ 599 ; $ 378,554 ; $ 43 ; and $ 0 . The obligations arising under the 5.00 % senior unsecured notes due in fiscal 2044, the 5.25 % senior unsecured notes due in fiscal 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. 63 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) (12) STOCK-BASED COMPENSATION The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resources 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. As of December 30, 2023, 1,513,652 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. Stock options granted under the plans call for the exercise price of each option to equal the closing market price as of the date of the grant. Options vest beginning on the first anniversary of the grant date in equal amounts over three years or on the grant’s fifth anniversary date. Expiration of grants is seven to ten years from the date of the award. Restricted stock units and awards generally vest in equal installments over three or four years beginning on the first anniversary of the grant. For the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, the Company recorded $ 39,219 , $ 41,850 , and $ 28,720 of compensation expense (included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings) for all share-based compensation programs, respectively. The associated tax benefits recorded for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, were $ 7,092 , $ 10,463 , and $ 7,180 , respectively. As of December 30, 2023, the amount of unrecognized stock option compensation expense, to be recognized over a weighted average period of 2.00 years, was approximately $ 6,408 . During the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, compensation expense for stock options was $ 3,687 , $ 3,120 , and $ 2,538 , respectively. The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made as of December 30, 2023, December 31, 2022, and December 25, 2021 was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 ​ 2022 ​ 2021 Expected volatility 31.97 % ​ 32.36 % ​ 33.01 % Risk-free interest rate 4.21 % ​ 3.75 % ​ 1.26 % Expected life from vesting date 5.4 yrs ​ 5.4 yrs ​ 4.0 yrs ​ Dividend yield 0.87 % ​ 1.10 % ​ 1.20 % ​ The following is a summary of the stock option activity during the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Shares Price Term Value Outstanding as of December 31, 2022 195,690 ​ $ 214.62 ​ Granted 43,340 ​ 226.55 ​ Exercised ( 39,055 ) ​ 155.24 ​ Forfeited ( 18,445 ) ​ 307.81 ​ Outstanding as of December 30, 2023 181,530 ​ $ 220.77 7.99 ​ $ 5,992 Options vested or expected to vest as of December 30, 2023 178,820 ​ $ 220.31 7.96 ​ 5,975 Options exercisable as of December 30, 2023 116,545 ​ $ 203.78 7.13 ​ 5,576 64 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The weighted average per share fair value of options granted during the fiscal year ended December 31, 2023 was $ 72.60 . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Shares Price Term Value Outstanding as of December 25, 2021 276,464 ​ $ 164.48 ​ Granted 40,564 ​ 332.63 ​ Exercised ( 121,163 ) ​ 139.89 ​ Forfeited ( 175 ) ​ 104.47 ​ Outstanding as of December 31, 2022 195,690 ​ $ 214.62 7.53 ​ $ 22,644 Options vested or expected to vest as of December 31, 2022 189,267 ​ $ 212.69 7.48 ​ 22,261 Options exercisable as of December 31, 2022 90,556 ​ $ 172.08 6.40 ​ 14,276 The weighted average per share fair value of options granted during the fiscal year ended December 31, 2022 was $ 104.01 . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Shares Price Term Value Outstanding as of December 26, 2020 399,565 ​ $ 141.79 ​ Granted 47,223 ​ 252.89 ​ Exercised ( 169,908 ) ​ 135.76 ​ Forfeited ( 416 ) ​ 132.84 ​ Outstanding as of December 25, 2021 276,464 ​ $ 164.48 5.88 ​ $ 22,586 Options vested or expected to vest as of December 25, 2021 268,338 ​ $ 163.42 5.80 ​ 22,188 Options exercisable as of December 25, 2021 154,860 ​ $ 142.15 4.00 ​ 15,896 The weighted average per share fair value of options granted during the fiscal year ended December 25, 2021 was $ 67.81 . In accordance with shareholder-approved plans, the Human Resources 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 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. During the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, 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): ​ 65 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Restricted stock units granted ​ 67,723 ​ 60,901 ​ 216,971 Weighted‑average per share price on grant date ​ $ 233.96 ​ $ 313.75 ​ $ 236.28 Recognized compensation expense ​ $ 22,478 ​ $ 22,664 ​ $ 16,147 ​ During the second half of fiscal 2021, the Company granted 159,982 restricted stock units, worth $ 36,916 , to certain employees of Prospera, of which 50,141 remain outstanding as of December 30, 2023. These restricted stock units 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. As of December 30, 2023, the amount of deferred stock‑based compensation granted, to be recognized over a weighted‑average period of 2.12 years, was approximately $ 33,933 . Performance-based restricted stock units (“PSUs”) awards consist of shares of the Company’s stock which are payable upon the determination that the Company achieves certain established performance targets and can range from 0 % to 200 % of the targeted payout based on the actual results. PSUs granted in the fiscal years ended December 30, 2023 and December 31, 2022 have a performance period of three years . The fair value of each PSU granted is equal to the fair market value of the Company’s common stock on the date of grant. PSUs granted generally have a three-year 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 the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, the Company granted PSU awards as follows (which are not included in the above stock plan activity tables): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Shares granted ​ 38,201 ​ 33,736 ​ 41,060 Weighted‑average per share price on grant date ​ $ 299.20 ​ $ 215.15 ​ $ 230.40 Recognized compensation expense ​ $ 13,054 ​ $ 16,066 ​ $ 10,035 ​ ​ (13) EARNINGS PER SHARE The following table provides a reconciliation between the earnings and average share amounts used to compute both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interest: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to Valmont Industries, Inc. ​ $ 150,849 ​ $ 250,863 ​ $ 195,630 Change in redemption value of redeemable noncontrolling interest ​ ​ ( 7,374 ) ​ ​ — ​ ​ — Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interest ​ $ 143,475 ​ $ 250,863 ​ $ 195,630 Weighted average shares outstanding (000s): ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 20,956 ​ ​ 21,311 ​ ​ 21,193 Dilutive effect of various stock awards ​ ​ 203 ​ ​ 269 ​ ​ 300 Diluted ​ ​ 21,159 ​ ​ 21,580 ​ ​ 21,493 Net earnings per share attributable to common shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 6.85 ​ $ 11.77 ​ $ 9.23 Dilutive effect of various stock awards ​ ​ ( 0.07 ) ​ ​ ( 0.15 ) ​ ​ ( 0.13 ) Diluted ​ $ 6.78 ​ $ 11.62 ​ $ 9.10 ​ 66 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Basic and diluted net earnings and earnings per share in the fiscal year ended December 30, 2023 were impacted by the impairment of certain long-lived assets of $ 136,457 after-tax ($ 6.45 per share) and realignment charges of $ 26,490 after-tax ($ 1.25 per share). Basic and diluted net earnings and earnings per share in the fiscal year ended December 31, 2022 were impacted by a loss from the divestiture of the offshore wind energy structures business of $ 33,273 ( no associated tax benefit) ($ 1.54 per share). Basic and diluted net earnings and earnings per share in the fiscal year ended December 25, 2021 were impacted by impairments of long-lived assets associated with the offshore wind energy structures business of $ 21,678 after-tax ($ 1.01 per share) and a valuation allowance against the deferred tax assets of the offshore wind energy structures business of $ 5,076 after-tax ($ 0.24 per share). As of December 30, 2023, December 31, 2022, and December 25, 2021, there were 127,774 ; 40,564 ; and 47,223 outstanding stock options with exercise prices exceeding the average market price of common stock during the applicable period that were excluded from the computation of diluted earnings per share, respectively. (14) 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 their annual pay, on a pre-tax and/or after-tax basis. The Company also makes contributions to the VERSP and a non-qualified deferred compensation plan for certain Company executives. The Company’s contributions to these plans for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021, amounted to approximately $ 20,000 , $ 18,300 , and $ 16,000 , 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 the VERSP under Internal Revenue Service regulations. The invested assets and related liabilities of these participants were $ 26,803 and $ 25,008 as of December 30, 2023 and December 31, 2022, respectively. Such amounts are included in “Other non-current assets” and “Deferred compensation” in 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 $ 5,476 and $ 4,691 as of December 30, 2023 and December 31, 2022, respectively. All distributions were made in cash. (15) FAIR VALUE MEASUREMENTS The carrying amounts 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. The fair value estimates are made at a specific point in time and the underlying assumptions are subject to change based on market conditions. As of December 30, 2023, the carrying amount of the Company’s long-term debt was $ 1,108,604 with an estimated fair value of approximately $ 1,064,916 . As of December 31, 2022, the carrying amount of the Company’s long-term debt was $ 872,129 with an estimated fair value of approximately $ 807,281 . ASC 820 establishes a three‑level hierarchy for fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date used. Inputs refer 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 prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. ● Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ● Level 3: Unobservable inputs for the asset or liability. 67 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following are descriptions of the valuation methodologies used for assets and liabilities measured at fair value: Trading Securities: The Company’s trading securities represent the investments held in the Valmont Deferred Compensation Plan (the “DCP”). As of December 30, 2023 and December 31, 2022, the assets of the DCP were $ 26,803 and $ 25,008 , respectively. These assets 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. Quoted market prices are available for these securities in an active market and therefore are categorized as Level 1 inputs. These securities are included in “Other non-current assets” in the Consolidated Balance Sheets. Derivative Financial Instruments: The fair values of foreign currency, commodity, and cross currency swap derivative contracts are based on valuation models that use market observable inputs including forward and spot prices for commodities and currencies. Mutual Funds: The Company has short-term investments in various mutual funds. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 30, 2023 ​ Level 1 ​ Level 2 ​ Level 3 Trading securities ​ $ 26,803 ​ $ 26,803 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 2,860 ​ ​ — ​ ​ 2,860 ​ ​ — Cash and cash equivalents - mutual funds ​ ​ 6,258 ​ ​ 6,258 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 31, 2022 ​ Level 1 ​ Level 2 ​ Level 3 Trading securities ​ $ 25,008 ​ $ 25,008 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 1,404 ​ ​ — ​ ​ 1,404 ​ ​ — Cash and cash equivalents - mutual funds ​ ​ 7,205 ​ ​ 7,205 ​ ​ — ​ ​ — ​ ​ (16) 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. 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. Any gains or losses from net investment hedge activities remain in AOCI until either the sale or substantially complete liquidation of the related subsidiaries. The fair value of derivative instruments as of December 30, 2023 and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, Derivatives designated as hedging instruments: Balance Sheets location ​ 2023 ​ 2022 Commodity contracts ​ Prepaid expenses and other current assets ​ $ 2,520 ​ $ — Commodity contracts ​ Other accrued expenses ​ ​ ( 1,586 ) ​ ​ ( 3,854 ) Foreign currency forward contracts Prepaid expenses and other current assets ​ ​ — ​ 83 Cross currency swap contracts Prepaid expenses and other current assets ​ ​ 1,938 ​ 5,385 Cross currency swap contracts Other accrued expenses ​ ​ ( 12 ) ​ ( 210 ) ​ ​ ​ ​ $ 2,860 ​ $ 1,404 ​ 68 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Gains (losses) on derivatives recognized in the Consolidated Statements of Earnings for the fiscal years ended December 30, 2023, December 31, 2022, and December 25, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended Derivatives designated as ​ Statements of ​ December 30, ​ December 31, ​ December 25, hedging instruments: ​ Earnings location ​ 2023 ​ 2022 ​ 2021 Commodity contracts ​ Product cost of sales ​ $ ( 7,057 ) ​ $ ( 5,212 ) ​ $ 25,821 Foreign currency forward contracts ​ Other income (expenses) ​ ​ 177 ​ ( 45 ) ​ ( 40 ) Interest rate hedge amortization ​ Interest expense ​ ​ ( 64 ) ​ ( 64 ) ​ ( 64 ) Cross currency swap contracts ​ Other income (expenses) ​ ​ — ​ 4,827 ​ — Cross currency swap contracts ​ Interest expense ​ ​ 1,813 ​ 2,875 ​ 2,780 ​ ​ ​ ​ $ ( 5,131 ) ​ $ 2,381 ​ $ 28,497 ​ Cash Flow Hedges The Company enters into commodity forward, swap, and option contracts that qualify as cash flow hedges of the variability in cash flows attributable to future purchases. The gain (loss) realized upon settlement for each will be recorded in “Product cost of sales” in the Consolidated Statements of Earnings in the period consumed. Notional amounts, purchase quantities, and maturity dates of these contracts as of December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Total ​ ​ Commodity Type ​ Amount ​ Purchase Quantity ​ Maturity Dates Hot rolled steel coil ​ $ 7,844 ​ 8,500 short tons December 2023 to April 2024 Natural gas ​ ​ 4,272 ​ 960,475 MMBtu ​ January 2024 to October 2025 Diesel fuel ​ ​ 542 ​ 1,890,000 gallons ​ January 2024 to September 2024 Net Investment Hedges In fiscal 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 in fiscal 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. The Company designated the initial 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) recorded as cumulative foreign currency translation within AOCI. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS. In the third and fourth quarters of fiscal 2022, the Company settled the DKK CCS and received proceeds of $ 3,532 . Due to the sale of the offshore wind energy structures business in the fourth quarter of fiscal 2022, the Company reclassified the cumulative net investment hedge gain of $ 4,827 ($ 3,620 after-tax) from AOCI to “Other income (expenses)” in the Consolidated Statements of Earnings. Key terms of the Euro CCS are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ Swapped ​ Set Settlement Currency ​ Amount ​ Termination Date ​ Interest Rate ​ Amount Euro ​ $ 80,000 ​ April 1, 2024 2.825 % ​ € 71,550 ​ ​ 69 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) (17) WARRANTIES The Company’s product warranty accrual reflects management’s best estimate of the 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. Changes in the product warranty accrual, which are recorded in “Other accrued expenses” in the Consolidated Balance Sheets, for the fiscal years ended December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Balance, beginning of period ​ $ 19,773 ​ $ 21,308 Payments made ​ ( 17,072 ) ​ ( 10,569 ) Change in liability for warranties issued during the period ​ 24,096 ​ 12,866 Change in liability for pre-existing warranties ​ ( 4,363 ) ​ ( 3,832 ) Balance, end of period ​ $ 22,434 ​ $ 19,773 ​ ​ (18) COMMITMENTS & CONTINGENCIES Various claims and lawsuits are pending against the 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. The Company does not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on the consolidated results of operations, financial condition, or liquidity. ​ (19) DEFINED BENEFIT RETIREMENT PLAN Delta Ltd., a wholly-owned subsidiary of the Company, is the sponsor of the Delta Pension Plan (the "Plan"). The Plan provides defined benefit retirement income to eligible employees in the United Kingdom (“U.K.”). Pension retirement benefits to qualified employees are 1.67 % of final salary per year of service upon reaching the age of 65 years . The Plan has no active employees as members as of December 30, 2023. 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 Plan is denominated in British pounds, the Company used exchange rates of $ 1.273 /£ and $ 1.209 /£ to translate the net pension asset into U.S. dollars as of December 30, 2023 and December 31, 2022, respectively. The PBO was $ 477,763 as of December 30, 2023. The net funded status of $ 15,404 as of December 30, 2023 is recorded as a non-current asset reflecting, in part, an actuarial loss for the period from December 31, 2022 to December 30, 2023 attributed to a slight decrease 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 overfunded ABO represents the difference between the PBO and the fair value of plan assets. 70 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Changes in the PBO and fair value of plan assets for the Plan for the period from December 31, 2022 to December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected ​ ​ ​ ​ ​ ​ Benefit ​ Plan ​ Funded ​ ​ Obligation ​ Assets ​ Status Fair value as of December 31, 2022 ​ $ 435,711 ​ $ 459,927 ​ $ 24,216 Employer contributions ​ ​ — ​ ​ 17,345 ​ ​ Interest cost ​ 21,555 ​ — ​ Actual return on plan assets ​ — ​ 10,966 ​ Benefits paid ​ ( 20,683 ) ​ ( 20,683 ) ​ Actuarial loss ​ 17,692 ​ — ​ Currency translation ​ 23,488 ​ 25,612 ​ Fair value as of December 30, 2023 ​ $ 477,763 ​ $ 493,167 ​ $ 15,404 ​ The actuarial loss increased the projected benefit obligation and resulted primarily from a decrease in the discount rate from 4.80 % in fiscal 2022 to 4.50 % in fiscal 2023. Changes in the PBO and fair value of plan assets for the Plan for the period from December 25, 2021 to December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected ​ ​ ​ ​ ​ ​ Benefit ​ Plan ​ Funded ​ ​ Obligation ​ Assets ​ Status Fair value as of December 25, 2021 ​ $ 761,706 ​ $ 761,170 ​ $ ( 536 ) Employer contributions ​ ​ — ​ ​ 17,155 ​ ​ Interest cost ​ 12,551 ​ — ​ Actual return on plan assets ​ — ​ ( 228,493 ) ​ Benefits paid ​ ( 20,175 ) ​ ( 20,175 ) ​ Actuarial gain ​ ( 248,252 ) ​ — ​ Currency translation ​ ( 70,119 ) ​ ( 69,730 ) ​ Fair value as of December 31, 2022 ​ $ 435,711 ​ $ 459,927 ​ $ 24,216 ​ The actuarial gain decreased the project benefit obligation and resulted from an increase in the discount rate from 1.90 % in fiscal 2021 to 4.80 % in fiscal 2022. Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 30, 2023 and December 31, 2022 consisted of actuarial losses, as follows: ​ ​ ​ ​ Balance as of December 25, 2021 $ ( 60,940 ) Actuarial loss ​ ( 2,915 ) Amortization of prior service costs ​ 493 Currency translation gain ​ 5,451 Balance as of December 31, 2022 ​ ( 57,911 ) Actuarial loss ​ ( 28,071 ) Amortization of prior service costs ​ 498 Currency translation loss ​ ( 3,667 ) Balance as of December 30, 2023 ​ $ ( 89,151 ) ​ 71 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Assumptions — The weighted-average actuarial assumptions used to determine the benefit obligation as of December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Discount rate 4.50 % ​ 4.80 % Salary increase N/A ​ N/A ​ Consumer Price Index ("CPI") inflation 2.25 % ​ 2.35 % Retail Price Index ("RPI") inflation 3.05 % ​ 3.25 % ​ Cost/(Benefit) Pension cost (benefit) is determined based on 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 interest cost component is calculated using the full yield curve approach to estimate the interest cost by applying the specific spot rates along the yield curve used to determine the present value of the benefit plan obligations to relevant cash outflows for the corresponding year. 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 cost. The components of the net periodic pension cost (benefit) for the fiscal years ended December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Interest cost ​ $ 21,555 ​ $ 12,551 Expected return on plan assets ​ ( 21,804 ) ​ ( 23,131 ) Amortization of prior service costs ​ 498 ​ 493 Net periodic pension cost (benefit) ​ $ 249 ​ $ ( 10,087 ) ​ Assumptions —The weighted-average actuarial assumptions used to determine the cost (benefit) were as follows for the fiscal years ended December 30, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 2022 Discount rate for benefit obligations 4.80 % ​ 1.90 % Discount rate for interest cost ​ 4.90 % ​ 1.80 % Expected return on plan assets 4.85 % ​ 3.48 % CPI inflation 2.35 % ​ 2.70 % RPI inflation 3.25 % ​ 3.30 % ​ 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 the asset allocation mix and the historical return, taking into account current and expected market conditions. The expected return on plan assets increased from 3.48 % to 4.85 % for fiscal 2023 as the investment composition has more liability matching versus return-seeking assets. Inflation is based on expected changes in the CPI or the RPI in the U.K. depending on the relevant plan provisions. Cash Contributions The Company completed negotiations with Plan trustees in fiscal 2022 regarding annual funding for the Plan. The annual contributions into the Plan are approximately $ 16,700 (£ 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 $ 1,700 (£ 1,300 ) per annum. In the fourth quarter of fiscal 2020, the Company made its required fiscal 2021 annual contribution in addition to the required fiscal 2020 annual contribution that was made earlier in fiscal 2020. 72 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Benefit Payments The following table details expected pension benefit payments for the fiscal years 2024 through 2033: ​ ​ ​ ​ 2024 $ 21,641 2025 ​ 22,278 2026 ​ 23,042 2027 ​ 23,678 2028 ​ 24,442 2029 - 2033 ​ 133,540 ​ 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, ● 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 as of December 30, 2023. 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 —These investments 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 pounds, 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. 73 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Secured Income Asset Funds —This investment category consists of holdings that have a high level of expected inflation linkage. Examples of underlying asset 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. As of December 30, 2023 and December 31, 2022, the pension plan assets measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using: ​ ​ ​ December 30, 2023 ​ Level 1 ​ Level 2 ​ ​ Level 3 ​ Total Plan assets at fair value: ​ ​ ​ ​ Temporary cash investments ​ $ 7,077 ​ $ — ​ $ — ​ $ 7,077 Plan assets at NAV: ​ ​ ​ ​ Leveraged inflation-linked gilt funds ​ ​ ​ ​ ​ ​ 216,405 Corporate bonds ​ ​ ​ ​ ​ ​ 74,440 Corporate stock ​ ​ ​ ​ ​ ​ 72,548 Secured income asset funds ​ ​ ​ ​ ​ ​ 122,697 Total plan assets at NAV ​ ​ ​ ​ ​ ​ 486,090 Total plan assets ​ ​ ​ ​ ​ ​ $ 493,167 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using: ​ ​ ​ December 31, 2022 ​ Level 1 ​ Level 2 ​ ​ Level 3 ​ Total Plan assets at fair value: ​ ​ ​ ​ Temporary cash investments ​ $ 5,916 ​ $ — ​ $ — ​ $ 5,916 Plan assets at NAV: ​ ​ ​ ​ Leveraged inflation-linked gilt funds ​ ​ ​ ​ ​ ​ 206,555 Corporate bonds ​ ​ ​ ​ ​ ​ 63,953 Corporate stock ​ ​ ​ ​ ​ ​ 55,379 Secured income asset funds ​ ​ ​ ​ ​ ​ 128,124 Total plan assets at NAV ​ ​ ​ ​ ​ ​ 454,011 Total plan assets ​ ​ ​ ​ ​ ​ $ 459,927 ​ ​ ​ (20) LEASES The Company has operating leases for plant locations, corporate offices, sales offices, and certain equipment. Outstanding leases as of December 30, 2023 have remaining lease terms of one year to twenty-three 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 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 non-current assets”, “Other accrued expenses”, and “Operating lease liabilities” in the 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 the 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 assets are adjusted for any lease payments made, lease incentives, and impairments. The lease terms for 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. 74 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Lease cost and other information related to the Company’s operating leases as of and for the fiscal year ended December 30, 2023 and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ 2023 ​ 2022 Operating lease cost ​ $ 33,714 ​ ​ $ 31,062 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash outflows from operating leases ​ $ 34,967 ​ $ 33,150 ​ ROU assets obtained in exchange for lease obligations ​ $ 25,688 ​ $ 27,480 ​ Weighted average remaining lease term ​ 16 years ​ 17 years ​ Weighted average discount rate ​ 4.4 % ​ 4.2 % ​ Operating lease cost includes approximately $ 1,900 for short-term lease costs and approximately $ 4,800 for variable lease payments in fiscal 2023. Supplemental balance sheet information related to operating leases as of December 30, 2023 and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ ​ Classification ​ 2023 2022 Operating lease assets Other non-current assets ​ $ 171,616 ​ $ 162,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease short-term liabilities Other accrued expenses ​ 19,553 ​ 16,857 Operating lease long-term liabilities Operating lease liabilities ​ 162,743 ​ 155,469 Total lease liabilities ​ ​ ​ $ 182,296 ​ $ 172,326 ​ Minimum lease payments under operating leases expiring subsequent to December 30, 2023 are as follows: ​ ​ ​ ​ Fiscal year ending: ​ ​ 2024 ​ $ 27,924 2025 ​ 26,507 2026 ​ 22,613 2027 ​ 17,288 2028 ​ 15,384 Subsequent ​ 140,573 Total minimum lease payments ​ ​ 250,289 Less: Interest ​ ​ 67,993 Present value of minimum lease payments ​ $ 182,296 ​ (21) BUSINESS SEGMENTS The Company has two 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 based on employee headcounts and sales dollars. 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, solar, lighting, transportation, and telecommunications, along with coatings services to protect metal products. AGRICULTURE: 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. 75 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) In addition to these two reportable segments, the Company had a business and related activities in fiscal 2022 that were not more than 10% of consolidated sales, operating income, or assets. This business, the offshore wind energy structures business, was reported in the “Other” segment until its divestiture in the fourth quarter of fiscal 2022. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its reportable segments based on operating income and return on 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. Summary by Business ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ December 30, December 31, ​ December 25, ​ ​ 2023 ​ 2022 ​ 2021 SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ $ 3,010,067 ​ $ 2,928,419 ​ $ 2,372,100 Agriculture ​ ​ 1,182,223 ​ ​ 1,346,672 ​ ​ 1,028,717 Other ​ ​ — ​ ​ 100,219 ​ ​ 123,001 Total sales ​ ​ 4,192,290 ​ ​ 4,375,310 ​ ​ 3,523,818 INTERSEGMENT SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ ​ ( 10,430 ) ​ ​ ( 18,673 ) ​ ​ ( 10,576 ) Agriculture ​ ​ ( 7,262 ) ​ ​ ( 11,387 ) ​ ​ ( 11,667 ) Total intersegment sales ​ ​ ( 17,692 ) ​ ​ ( 30,060 ) ​ ​ ( 22,243 ) NET SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ ​ 2,999,637 ​ ​ 2,909,746 ​ ​ 2,361,524 Agriculture ​ ​ 1,174,961 ​ ​ 1,335,285 ​ ​ 1,017,050 Other ​ ​ — ​ ​ 100,219 ​ ​ 123,001 Total net sales ​ $ 4,174,598 ​ $ 4,345,250 ​ $ 3,501,575 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING INCOME (LOSS): ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ ​ 396,253 ​ ​ 354,499 ​ ​ 273,598 Agriculture ​ ​ 16,850 ​ ​ 179,263 ​ ​ 137,027 Other ​ ​ — ​ ​ 2,259 ​ ​ ( 40,192 ) Corporate ​ ​ ( 121,546 ) ​ ​ ( 102,772 ) ​ ​ ( 83,648 ) Total operating income ​ $ 291,557 ​ $ 433,249 ​ $ 286,785 ​ 76 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 30, 2023 ​ ​ Infrastructure Agriculture Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ North America ​ $ 2,318,801 ​ $ 587,056 ​ $ ( 16,282 ) ​ $ 2,889,575 International ​ 691,266 ​ 595,167 ​ ( 1,410 ) ​ 1,285,023 Total sales ​ $ 3,010,067 ​ $ 1,182,223 ​ $ ( 17,692 ) ​ $ 4,174,598 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ Transmission, Distribution, and Substation ​ $ 1,243,768 ​ $ — ​ $ — ​ $ 1,243,768 Lighting and Transportation ​ 964,072 ​ — ​ — ​ 964,072 Coatings ​ 354,330 ​ — ​ ( 9,020 ) ​ 345,310 Telecommunications ​ 252,165 ​ — ​ — ​ 252,165 Solar ​ 195,732 ​ — ​ ( 1,410 ) ​ 194,322 Irrigation Equipment and Parts ​ — ​ 1,069,425 ​ ( 7,262 ) ​ 1,062,163 Technology Products and Services ​ — ​ 112,798 ​ — ​ 112,798 Total sales ​ $ 3,010,067 ​ $ 1,182,223 ​ $ ( 17,692 ) ​ $ 4,174,598 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 31, 2022 ​ ​ Infrastructure Agriculture ​ Other Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ North America ​ $ 2,234,339 ​ $ 766,929 ​ $ — ​ $ ( 26,248 ) ​ $ 2,975,020 International ​ 694,080 ​ 579,743 ​ 100,219 ​ ( 3,812 ) ​ 1,370,230 Total sales ​ $ 2,928,419 ​ $ 1,346,672 ​ $ 100,219 ​ $ ( 30,060 ) ​ $ 4,345,250 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ Transmission, Distribution, and Substation ​ $ 1,184,660 ​ $ — ​ $ — ​ $ — ​ $ 1,184,660 Lighting and Transportation ​ 940,462 ​ — ​ — ​ — ​ 940,462 Coatings ​ 356,707 ​ — ​ — ​ ( 15,327 ) ​ 341,380 Telecommunications ​ 320,342 ​ — ​ — ​ — ​ 320,342 Solar ​ 126,248 ​ — ​ — ​ ( 3,346 ) ​ 122,902 Irrigation Equipment and Parts ​ — ​ 1,231,587 ​ — ​ ( 11,387 ) ​ 1,220,200 Technology Products and Services ​ — ​ 115,085 ​ — ​ — ​ 115,085 Other ​ ​ — ​ — ​ 100,219 ​ — ​ 100,219 Total sales ​ $ 2,928,419 ​ $ 1,346,672 ​ $ 100,219 ​ $ ( 30,060 ) ​ $ 4,345,250 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 25, 2021 ​ ​ Infrastructure Agriculture ​ Other Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ North America ​ $ 1,724,531 ​ $ 545,574 ​ $ — ​ $ ( 22,243 ) ​ $ 2,247,862 International ​ 647,569 ​ 483,143 ​ 123,001 ​ — ​ 1,253,713 Total sales ​ $ 2,372,100 ​ $ 1,028,717 ​ $ 123,001 ​ $ ( 22,243 ) ​ $ 3,501,575 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ Transmission, Distribution, and Substation ​ $ 935,099 ​ $ — ​ $ — ​ $ — ​ $ 935,099 Lighting and Transportation ​ 825,923 ​ — ​ — ​ — ​ 825,923 Coatings ​ 309,647 ​ — ​ — ​ ( 10,575 ) ​ 299,072 Telecommunications ​ 238,527 ​ — ​ — ​ — ​ 238,527 Solar ​ 62,904 ​ — ​ — ​ — ​ 62,904 Irrigation Equipment and Parts ​ — ​ 930,858 ​ — ​ ( 11,668 ) ​ 919,190 Technology Products and Services ​ — ​ 97,859 ​ — ​ — ​ 97,859 Other ​ ​ — ​ — ​ 123,001 ​ — ​ 123,001 Total sales ​ $ 2,372,100 ​ $ 1,028,717 ​ $ 123,001 ​ $ ( 22,243 ) ​ $ 3,501,575 ​ 77 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 EARNINGS BEFORE INCOME TAXES AND EQUITY IN LOSS OF NONCONSOLIDATED SUBSIDIARIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ $ 396,253 ​ $ 354,499 ​ $ 273,598 Agriculture ​ 16,850 ​ 179,263 ​ 137,027 Other ​ ​ — ​ ​ 2,259 ​ ​ ( 40,192 ) Corporate ​ ( 121,546 ) ​ ( 102,772 ) ​ ( 83,648 ) Total operating income ​ 291,557 ​ 433,249 ​ 286,785 Interest expense, net ​ ( 50,578 ) ​ ( 45,519 ) ​ ( 41,420 ) Other income (expenses) ​ ( 4,527 ) ​ ( 23,842 ) ​ 14,718 Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ $ 236,452 ​ $ 363,888 ​ $ 260,083 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 ASSETS: ​ ​ ​ Infrastructure ​ $ 2,249,132 ​ $ 2,267,800 ​ $ 2,102,851 Agriculture ​ 978,590 ​ 1,112,588 ​ 1,027,272 Other ​ ​ — ​ ​ — ​ ​ 67,592 Corporate ​ 249,726 ​ 176,608 ​ 249,534 Total assets ​ $ 3,477,448 ​ $ 3,556,996 ​ $ 3,447,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 CAPITAL EXPENDITURES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 68,295 $ 53,228 $ 72,129 Agriculture ​ 10,890 ​ 32,886 ​ 17,509 Other ​ ​ — ​ ​ — ​ ​ 345 Corporate ​ 17,586 ​ 7,174 ​ 17,807 Total capital expenditures ​ $ 96,771 ​ $ 93,288 ​ $ 107,790 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 DEPRECIATION AND AMORTIZATION: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ $ 64,654 ​ $ 62,398 ​ $ 59,748 Agriculture ​ 23,409 ​ 23,681 ​ 17,813 Other ​ ​ — ​ ​ 1,393 ​ ​ 5,988 Corporate ​ 10,645 ​ 9,695 ​ 9,028 Total depreciation and amortization expense ​ $ 98,708 ​ $ 97,167 ​ $ 92,577 ​ 78 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) Summary by Geographical Area by Location of Valmont Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 NET SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 2,860,951 ​ $ 2,965,673 ​ $ 2,260,198 Australia ​ 313,075 ​ 292,072 ​ 297,720 Brazil ​ 311,367 ​ 354,497 ​ 200,402 Denmark ​ — ​ 100,219 ​ 123,001 Other ​ 689,205 ​ 632,789 ​ 620,254 Total net sales ​ $ 4,174,598 ​ $ 4,345,250 ​ $ 3,501,575 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 2022 2021 LONG-LIVED ASSETS: ​ ​ ​ United States ​ $ 1,116,962 ​ $ 1,246,956 ​ $ 1,172,552 Australia ​ 103,847 ​ 82,290 ​ 173,240 Brazil ​ 60,937 ​ 42,259 ​ 28,583 Denmark ​ — ​ — ​ 21,232 Other ​ 408,073 ​ 404,906 ​ 338,879 Total long-lived assets ​ $ 1,689,819 ​ $ 1,776,411 ​ $ 1,734,486 ​ No single customer accounted for more than 10% of net sales in fiscal 2023, 2022, or 2021. 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. Brazil and Australia each accounted for approximately 7 % of the Company’s net sales in fiscal 2023; no other foreign country accounted for more than 4% of the Company’s net sales. Operating income by business segment is 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, net of amortization; and other non-current assets. Long-lived assets by geographical area are based on the location of facilities. ​ ​ 79 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.