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 28, 2024 and December 30, 2023, 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 28, 2024, 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 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, 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 28, 2024, 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 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill — Refer to Notes 1 and 7 to the consolidated financial statements Critical Audit Matter Description The Company evaluates goodwill for impairment during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable. The Company estimates the fair value of its twelve reporting units with recorded goodwill using a discounted cash flow model which includes projected after-tax cash flows from operations, net of capital expenditures (“projected cash flows”), discounted to their present value. This valuation method requires management to make significant estimates and assumptions related to projected cash flows and discount rates. 36 Table of Contents We identified goodwill at the International Irrigation and Solar reporting units, of approximately $130 million, as a critical audit matter because of the significant estimates and assumptions made by management to estimate fair value and the difference between the fair values and the carrying values of the International Irrigation and Solar reporting units as of September 1, 2024. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the projected cash flows and discount rates for these two reporting units. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the goodwill impairment assessment for the International Irrigation and Solar 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 25, 2025 We have served as the Company’s auditor since 1996. ​ 37 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Product sales ​ $ 3,660,779 ​ $ 3,772,835 ​ $ 3,955,320 Service sales ​ 414,255 ​ 401,763 ​ 389,930 Net sales ​ 4,075,034 ​ 4,174,598 ​ 4,345,250 Product cost of sales ​ 2,580,083 ​ 2,672,740 ​ 2,958,208 Service cost of sales ​ 253,739 ​ 265,824 ​ 260,818 Total cost of sales ​ 2,833,822 ​ 2,938,564 ​ 3,219,026 Gross profit ​ 1,241,212 ​ 1,236,034 ​ 1,126,224 Selling, general, and administrative expenses ​ 716,628 ​ 768,423 ​ 692,975 Impairment of goodwill and other intangible assets ​ — ​ 140,844 ​ — Realignment charges ​ ​ — ​ 35,210 ​ — Operating income ​ 524,584 ​ 291,557 ​ 433,249 Other income (expenses): ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 58,722 ) ​ ( 56,808 ) ​ ( 47,534 ) Interest income ​ 7,183 ​ 6,230 ​ 2,015 Gain (loss) on deferred compensation investments ​ 3,634 ​ 3,564 ​ ( 3,374 ) Gain (loss) on divestitures ​ ​ ( 4,474 ) ​ ​ 2,994 ​ ​ ( 33,273 ) Other ​ ( 3,524 ) ​ ( 11,085 ) ​ 12,805 Total other income (expenses) ​ ( 55,903 ) ​ ( 55,105 ) ​ ( 69,361 ) Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ 468,681 ​ 236,452 ​ 363,888 Income tax expense (benefit): ​ ​ ​ Current ​ 142,633 ​ 108,770 ​ 109,912 Deferred ​ ( 24,655 ) ​ ( 18,649 ) ​ ( 1,225 ) Total income tax expense ​ 117,978 ​ 90,121 ​ 108,687 Earnings before equity in loss of nonconsolidated subsidiaries ​ 350,703 ​ 146,331 ​ 255,201 Equity in loss of nonconsolidated subsidiaries ​ ​ ( 79 ) ​ ​ ( 1,419 ) ​ ​ ( 950 ) Net earnings ​ 350,624 ​ 144,912 ​ 254,251 Loss (earnings) attributable to redeemable noncontrolling interests ​ ( 2,365 ) ​ 5,937 ​ ( 3,388 ) Net earnings attributable to Valmont Industries, Inc. ​ $ 348,259 ​ $ 150,849 ​ $ 250,863 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ Basic ​ $ 17.31 ​ $ 6.85 ​ $ 11.77 Diluted ​ $ 17.19 ​ $ 6.78 ​ $ 11.62 See accompanying Notes to Consolidated Financial Statements. ​ 38 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Net earnings ​ $ 350,624 ​ $ 144,912 ​ $ 254,251 Other comprehensive income (loss), net of tax: ​ ​ ​ Foreign currency translation adjustments: ​ ​ ​ Unrealized translation gain (loss) ​ ​ ( 70,145 ) ​ ​ 25,261 ​ ​ ( 44,741 ) Realized loss on offshore wind energy structures business included in other expense ​ ​ — ​ ​ — ​ ​ 25,977 Total foreign currency translation adjustments ​ ​ ( 70,145 ) ​ ​ 25,261 ​ ​ ( 18,764 ) Hedging activities: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on commodity hedges ​ ( 3,321 ) ​ ( 2,227 ) ​ ( 2,352 ) Realized loss on commodity hedges included in net earnings ​ 2,255 ​ 5,288 ​ 5,212 Unrealized gain (loss) on cross currency swaps ​ ​ 1,475 ​ ​ ( 2,119 ) ​ ​ 5,146 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 ​ ( 48 ) ​ ( 52 ) ​ ( 64 ) Total hedging activities ​ ​ 361 ​ ​ 890 ​ ​ 4,322 Net gain (loss) on defined benefit pension plan ​ 9,569 ​ ( 23,326 ) ​ 1,345 Total other comprehensive income (loss), net of tax ​ ( 60,215 ) ​ 2,825 ​ ( 13,097 ) Comprehensive income ​ 290,409 ​ 147,737 ​ 241,154 Comprehensive loss (income) attributable to redeemable noncontrolling interests ​ ( 1,689 ) ​ 4,785 ​ ( 2,073 ) Comprehensive income attributable to Valmont Industries, Inc. ​ $ 288,720 ​ $ 152,522 ​ $ 239,081 See accompanying Notes to Consolidated Financial Statements. ​ 39 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 164,315 ​ $ 203,041 Receivables, less allowance of $ 30,408 and $ 32,897 , respectively ​ 654,360 ​ 657,960 Inventories ​ 590,263 ​ 658,428 Contract assets ​ 187,257 ​ 175,721 Prepaid expenses and other current assets ​ 87,197 ​ 92,479 Total current assets ​ 1,683,392 ​ 1,787,629 Property, plant, and equipment, at cost ​ 1,502,017 ​ 1,513,239 Less accumulated depreciation ​ ( 913,045 ) ​ ( 895,845 ) Property, plant, and equipment, net ​ 588,972 ​ 617,394 Goodwill ​ 623,847 ​ 632,964 Other intangible assets, net ​ 134,082 ​ 150,687 Defined benefit pension asset ​ ​ 46,520 ​ 15,404 Other non-current assets ​ 253,159 ​ 273,370 Total assets ​ $ 3,329,972 ​ $ 3,477,448 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Current installments of long-term debt ​ $ 692 ​ $ 719 Notes payable to banks ​ 1,669 ​ 3,205 Accounts payable ​ 372,197 ​ 358,311 Accrued employee compensation and benefits ​ 143,028 ​ 130,861 Contract liabilities ​ 126,932 ​ 70,978 Other accrued expenses ​ 132,379 ​ 146,903 Income taxes payable ​ ​ 22,509 ​ ​ — Dividends payable ​ 12,019 ​ 12,125 Total current liabilities ​ 811,425 ​ 723,102 Deferred income taxes ​ 6,344 ​ 21,205 Long-term debt, excluding current installments ​ 729,941 ​ 1,107,885 Operating lease liabilities ​ 134,534 ​ 162,743 Deferred compensation ​ 33,302 ​ 32,623 Other non-current liabilities ​ 20,813 ​ 12,818 Total liabilities ​ ​ 1,736,359 ​ ​ 2,060,376 Redeemable noncontrolling interests ​ 51,519 ​ 62,792 Shareholders’ equity: ​ ​ Common stock of $ 1 par value, authorized 75,000,000 shares; issued 27,900,000 shares ​ 27,900 ​ 27,900 Retained earnings ​ 2,940,838 ​ 2,643,606 Accumulated other comprehensive loss ​ ( 332,775 ) ​ ( 273,236 ) Treasury stock, at cost, common shares of 7,868,382 and 7,691,192 , respectively ​ ( 1,093,869 ) ​ ( 1,043,990 ) Total shareholders’ equity ​ ​ 1,542,094 ​ ​ 1,354,280 Total liabilities, redeemable noncontrolling interests, and shareholders’ equity ​ $ 3,329,972 ​ $ 3,477,448 See accompanying Notes to Consolidated Financial Statements. ​ 40 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Cash flows from operating activities: ​ ​ ​ ​ Net earnings ​ $ 350,624 ​ $ 144,912 ​ $ 254,251 Adjustments to reconcile net earnings to net cash flows from operating activities: ​ ​ ​ Depreciation and amortization ​ 95,395 ​ 98,708 ​ 97,167 Contribution to defined benefit pension plan ​ ( 19,599 ) ​ ( 17,345 ) ​ ( 17,155 ) Impairment of goodwill and other intangible assets ​ — ​ 140,844 ​ — Loss (gain) on divestitures ​ ​ 4,474 ​ ( 2,994 ) ​ 33,273 Stock-based compensation ​ 29,869 ​ 39,219 ​ 41,850 Net periodic pension cost (benefit) ​ 640 ​ 249 ​ ( 10,087 ) Loss on sale of property, plant, and equipment ​ 7,619 ​ 973 ​ 237 Equity in loss of nonconsolidated subsidiaries ​ 79 ​ 1,419 ​ 950 Deferred income taxes ​ ( 24,655 ) ​ ( 18,649 ) ​ ( 1,225 ) Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Receivables ​ ( 29,474 ) ​ ( 46,308 ) ​ ( 74,163 ) Inventories ​ 45,643 ​ 88,433 ​ ( 3,429 ) Contract assets ​ ( 11,844 ) ​ ( 1,230 ) ​ ( 53,008 ) Prepaid expenses and other assets (current and non-current) ​ 613 ​ ( 26,161 ) ​ 26,625 Accounts payable ​ 24,801 ​ ( 10,529 ) ​ 36,990 Contract liabilities ​ 63,682 ​ ( 106,884 ) ​ ( 567 ) Accrued expenses ​ 8,205 ​ 22,591 ​ 624 Income taxes payable ​ 18,827 ​ 13,746 ​ 10,836 Other non-current liabilities ​ 7,779 ​ ( 14,219 ) ​ ( 16,904 ) Net cash flows from operating activities ​ 572,678 ​ 306,775 ​ 326,265 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ( 79,451 ) ​ ( 96,771 ) ​ ( 93,288 ) Proceeds from divestiture, net of cash divested ​ ​ 3,830 ​ 6,369 ​ — Proceeds from sales of assets ​ 643 ​ 1,710 ​ 1,582 Proceeds from property damage insurance claims ​ ​ — ​ 7,468 ​ — Acquisitions, net of cash acquired ​ — ​ ( 32,676 ) ​ ( 39,287 ) Other, net ​ ​ ( 3,900 ) ​ ( 1,381 ) ​ ( 1,087 ) Net cash flows from investing activities ​ ( 78,878 ) ​ ( 115,281 ) ​ ( 132,080 ) Cash flows from financing activities: ​ ​ ​ Proceeds from short-term borrowings ​ 15,041 ​ 30,785 ​ 9,665 Repayments on short-term borrowings ​ ( 16,526 ) ​ ( 34,083 ) ​ ( 17,242 ) Proceeds from long-term borrowings ​ 30,009 ​ 370,012 ​ 253,999 Principal repayments on long-term borrowings ​ ( 408,080 ) ​ ( 134,748 ) ​ ( 336,403 ) Proceeds from settlement of financial derivatives ​ 2,711 ​ — ​ 3,532 Dividends paid ​ ( 48,358 ) ​ ( 49,515 ) ​ ( 45,813 ) Dividends to redeemable noncontrolling interests ​ ( 664 ) ​ ( 662 ) ​ ( 714 ) Purchases of redeemable noncontrolling interests ​ ( 17,745 ) ​ — ​ ( 7,338 ) Repurchases of common stock ​ ( 70,069 ) ​ ( 345,279 ) ​ ( 40,474 ) Proceeds from exercises under stock plans ​ 6,632 ​ 5,841 ​ 16,849 Tax withholdings on exercises under stock plans ​ ( 13,075 ) ​ ( 18,756 ) ​ ( 17,966 ) Other, net ​ ​ ( 2,436 ) ​ — ​ — Net cash flows from financing activities ​ ( 522,560 ) ​ ( 176,405 ) ​ ( 181,905 ) Effect of exchange rate changes on cash and cash equivalents ​ ( 9,966 ) ​ 2,546 ​ ( 4,106 ) Net change in cash and cash equivalents ​ ( 38,726 ) ​ 17,635 ​ 8,174 Cash and cash equivalents—beginning of period ​ 203,041 ​ 185,406 ​ 177,232 Cash and cash equivalents—end of period ​ $ 164,315 ​ $ 203,041 ​ $ 185,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 57,709 ​ $ 55,541 ​ $ 46,653 Income taxes paid ​ ​ 125,548 ​ ​ 103,697 ​ ​ 93,109 See accompanying Notes to Consolidated Financial Statements. ​ 41 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 ​ loss ​ stock ​ equity ​ interests 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 ) Repurchases of common stock; 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 ) Repurchases of common stock; 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 Net earnings ​ — ​ — ​ 348,259 ​ — ​ — ​ 348,259 ​ 2,365 Other comprehensive loss, net of tax ​ — ​ — ​ — ​ ( 59,539 ) ​ — ​ ( 59,539 ) ​ ( 676 ) Cash dividends declared ($ 2.40 per share) ​ — ​ — ​ ( 48,251 ) ​ — ​ — ​ ( 48,251 ) ​ — Purchases of redeemable noncontrolling interests ​ ​ — ​ ​ ( 147 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 147 ) ​ ​ ( 17,598 ) Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 664 ) Fair value adjustment on redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 5,300 ) ​ ​ — ​ ​ — ​ ​ ( 5,300 ) ​ ​ 5,300 Repurchases of common stock; 339,973 shares acquired ​ — ​ 21,074 ​ — ​ — ​ ( 91,707 ) ​ ( 70,633 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ ( 20,927 ) ​ ​ 2,524 ​ ​ — ​ ​ 41,828 ​ ​ 23,425 ​ ​ — Balance as of December 28, 2024 ​ $ 27,900 ​ $ — ​ $ 2,940,838 ​ $ ( 332,775 ) ​ $ ( 1,093,869 ) ​ $ 1,542,094 ​ $ 51,519 See accompanying Notes to Consolidated Financial Statements. ​ ​ 42 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 (collectively, “Valmont” or the “Company”). Investments in affiliates and joint ventures, where the Company exercises significant influence but lacks control or is not the primary beneficiary, are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates In preparing the Consolidated Financial Statements in accordance with generally accepted accounting principles, the Company’s management has made various estimates and assumptions. These estimates affect the reporting of assets and liabilities, the recognition of revenue and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates. 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 years ended December 28, 2024 and December 30, 2023 each consisted of 52 weeks, while the fiscal year ended December 31, 2022 consisted of 53 weeks. The additional week in fiscal 2022 contributed approximately $ 80,800 in net sales and approximately $ 5,300 in net earnings to the Company’s results of operations. Reportable Segments The Company’s 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 and transportation, and telecommunications, along with coatings services to protect metal products. Agriculture: This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture. Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022. Cash Book Overdrafts As of December 28, 2024 and December 30, 2023, cash book overdrafts totaling $ 23,492 and $ 19,869 , respectively, were classified as “Accounts payable” in the Consolidated Balance Sheets. The Company’s policy is to report changes in book overdrafts as “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. Receivables Receivables are reported in the Consolidated Balance Sheets net of any allowances for credit losses. Allowances are maintained at levels deemed appropriate based on an evaluation of outstanding receivables, considering factors such as the age of the receivables, prevailing economic conditions, and customer credit quality. As the Company’s international business has expanded, its exposure to potential losses in international markets has also increased. These exposures are particularly challenging to estimate in politically unstable regions, regions where the Company has limited experience, or regions lacking transparency in governmental credit conditions. 43 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The following table provides details of the balances of the allowance for credit losses and changes therein: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charged to Currency Deductions ​ ​ ​ Beginning ​ Profit and ​ Translation ​ from ​ Ending Fiscal year ended: ​ Period Balance ​ Loss ​ Adjustment ​ Reserves ​ Period Balance December 28, 2024 ​ $ 32,897 ​ $ 5,133 ​ $ ( 3,190 ) ​ $ ( 4,432 ) ​ $ 30,408 December 30, 2023 ​ 20,890 ​ 17,657 ​ 911 ​ ( 6,561 ) ​ 32,897 December 31, 2022 ​ 18,050 ​ 4,237 ​ ( 522 ) ​ ( 875 ) ​ 20,890 ​ The Company sells trade accounts receivable at a discount through uncommitted 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 after the transfer. As of December 28, 2024 and December 30, 2023, the Company sold trade accounts receivable of $ 20,000 and $ 60,000 , respectively. Transfers of accounts receivable are treated as sales, meaning sold receivables are removed from “Receivables, less allowance” in the Consolidated Balance Sheets. The cash proceeds from these sales are reflected in “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. The discount, representing the difference between the carrying amount of the trade accounts receivable sold and the cash received, is recorded in “Other income (expenses)” in the Consolidated Statements of Earnings. Inventories Inventory is valued at the lower of cost (determined using the first-in, first-out method) or net realizable value. Finished and manufactured goods inventories include the cost of acquired raw materials and the related factory labor and overhead charges required to convert raw materials into finished and manufactured goods. Long-Lived Assets Property, plant, and equipment are recorded at historical cost. For financial reporting purposes, the Company primarily uses the straight-line for depreciation and amortization, whereas accelerated methods are applied for income tax purposes. The estimated useful lives of assets for annual depreciation and amortization are as follows: ● 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 ● Intangible assets: 2 to 20 years . Depreciation expense for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was $ 81,181 , $ 78,138 , and $ 73,938 , respectively. An impairment loss is recognized when an asset’s carrying amount exceeds its recoverable amount, which is determined based on estimated future undiscounted cash flows. If impaired, the asset’s carrying amount is reduced to its estimated fair value. The Company evaluates goodwill for impairment annually during the third fiscal quarter or whenever events or circumstances indicate potential impairment. This assessment includes estimating after-tax operating cash flows (net of capital expenditures) and discounting them to present value. Indefinite‑lived intangible assets are evaluated separately from goodwill using a relief-from-royalty method as part of the annual impairment testing. Significant changes in assumptions related to a reporting unit’s goodwill or indefinite‑lived intangible assets may trigger a re-evaluation for potential impairment. Factors considered in these assessments include recent operating performance, projected future performance, industry conditions, and other relevant indicators. For details on impairments of goodwill and other intangible assets recognized during fiscal 2023, see Note 7. 44 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 calculates deferred income taxes using the asset and liability method. This method recognizes deferred tax assets and liabilities based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. Changes in tax rates affecting deferred tax assets and liabilities are recognized in income in the period in which the tax rate change is enacted. Warranties The Company’s warranty provision represents management’s best estimate of potential liabilities arising from product warranties. Future warranty costs are estimated and recognized at the time of sale, based on historical claim rates applied to units still under warranty. Provisions are also recorded for known warranty claims as they arise. Pension Cost (Benefit) The Company incurs expenses related to a defined benefit pension plan. Key assumptions used to measure the pension expenses and benefit obligations include the discount rate, expected return on plan assets, and estimated future inflation rates. These assumptions are based on historical experience and current conditions. An actuarial analysis is performed to measure the expense and liability associated with the pension cost (benefit). Stock Plans The Company administers stock-based compensation plans that have been approved by its shareholders. Under these plans, the Human Resources Committee of the Board of Directors is authorized to grant various types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and common stock bonuses. Fair Value The Company adheres to the guidelines outlined in Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for its measurement, and expands disclosure requirements. Its provisions also apply to other accounting guidelines that require or allow fair value measurements. According to ASC 820, fair value is defined as 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 risks associated with fluctuations in interest rates, foreign currency exchange rates, or commodity prices. When applicable, the Company may designate these derivatives as cash flow, fair value, or net investment hedges. 45 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) consists of net earnings, foreign currency translation adjustments, certain derivative-related activities, and changes in prior service costs and net actuarial losses related to the pension plan. The results of operations for foreign subsidiaries are translated using average exchange rates for the reporting period, while assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. As of December 28, 2024 and December 30, 2023, the accumulated other comprehensive income (loss) (“AOCI”) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Foreign currency translation adjustments ​ $ ( 306,159 ) ​ $ ( 236,690 ) Hedging activities ​ ​ 21,350 ​ ​ 20,989 Defined benefit pension plan ​ ​ ( 47,966 ) ​ ​ ( 57,535 ) Accumulated other comprehensive loss ​ $ ( 332,775 ) ​ $ ( 273,236 ) ​ Revenue Recognition The Company evaluates each customer contract to determine the appropriate revenue recognition model based on its type, terms, and conditions. All contracts are fixed price, excluding sales tax from revenue, and do not include variable consideration. Discounts, primarily for early payments, reduce net sales in the period the sale is recognized. Contract revenues are classified as “Product sales” when the performance obligation involves manufacturing and selling goods, and as “Service sales” when the performance obligation involves providing a service. Service revenue is primarily associated with the Coatings product line and the Technology Products and Services product line. Customer acceptance provisions generally apply only during the design stage, although the Company may agree to other acceptance terms on a limited basis. Customers must approve the design before manufacturing begins and products are delivered. The Company does not earn compensation solely for product design and does not consider design services a separate performance obligation; as such, no revenue is recognized for design services. Customers do not have general rights of return after delivery, and the Company establishes provisions for estimated warranties. Shipping and handling costs are included in cost of sales, with freight considered a fulfillment obligation rather than a separate performance obligation. Freight expenses are recognized proportionally as the structure is manufactured, in line with revenue recognized from the associated customer contract over time. Except for the Utility, Solar, and Telecommunications product lines, inventory is interchangeable among the various customers within each segment. The Company has elected not to disclose partially satisfied performance obligations at the end of the reporting period for contracts with an original expected duration of one year or less. If payment is expected within one year of transferring control of goods or services, the Company does not adjust contract consideration for any significant financing component. Most customers are invoiced upon shipment or delivery of goods to their specified locations. Contract assets are recognized as revenue is earned over time and are reduced when the customer is invoiced. As of December 28, 2024 and December 30, 2023, the Company’s contract assets totaled $ 187,257 and $ 175,721 , respectively, and were recorded as “Contract assets” in the Consolidated Balance Sheets. Certain customers are invoiced through advance or progress billings. When the progress toward performance obligations is less than the amount billed to the customer, the excess is recorded as a contract liability. As of December 28, 2024, total contract liabilities were $ 130,696 , with $ 126,932 recorded as “Contract liabilities” and $ 3,764 as “Other non-current liabilities” in the Consolidated Balance Sheets. As of December 30, 2023, total contract liabilities of $ 70,978 were recorded as “Contract liabilities” in the Consolidated Balance Sheets. Additional details are as follows: ● During the fiscal years ended December 28, 2024 and December 30, 2023, the Company recognized $ 53,819 and $ 162,182 in revenue, respectively, from amounts included in contract liabilities as of December 30, 2023 and December 31, 2022. This revenue reflects advance payments applied to performance obligations completed during the respective periods. 46 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ● As of December 28, 2024, the Company had $ 3,764 in remaining performance obligations on contracts with an original expected duration of one year or more. These obligations are expected to be fulfilled within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete structures within the Utility and Telecommunications product lines are custom engineered to customer specifications. This customization limits the ability to resell the structures if an order is canceled after production begins. The continuous transfer of control to the customer is supported by contractual termination clauses or rights to payment for work performed to date, including a reasonable profit, as these products do not have alternative uses for the Company. As control is transferred over time, revenue is recognized based on progress toward completion of the performance obligation. The method used to measure progress requires judgment. Revenue for structures in the Utility and Telecommunications product lines is typically recognized using an input-based method, measuring progress by the ratio of production hours incurred to total estimated hours required. The resulting completion percentage is applied to the total revenue and estimated costs of the order to determine reported revenue, cost of sales, and gross profit. Once production begins, orders are generally completed within three months. Revenue for the Solar product line is recognized upon shipment or delivery, based on contract terms. In certain Utility product line sales, the Company engages external sales agents and recognizes estimated commissions owed to these agents proportionately as the goods are manufactured. Revenue from structures sold in the Lighting and Transportation product line, as well as most Telecommunications products, is recognized upon shipment or delivery of goods to the customer, aligning with the billing date. Some large regional customers may have unique specifications for telecommunication structures. When a customer contract includes a cancellation clause that requires payment for completed work plus a reasonable margin, revenue is recognized over time based on hours worked as a percentage of the total estimated hours to complete production. Revenue from Coatings services, including galvanizing and powder coating, is recognized upon service completion and when goods are ready for pickup or delivery. Agriculture Segment Revenue from irrigation equipment, related parts, services, and tubular products for industrial customers is typically recognized upon shipment, aligning with the billing date. Remote monitoring subscription services within the Technology Products and Services product line are primarily billed annually, with revenue recognized on a straight-line basis over the contract period. 47 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Over Time and Point in Time Revenue The disaggregation of revenue by product line is provided in Note 20. A breakdown of revenue recognized over time and at a point in time by segment for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, 2024 ​ December 30, 2023 ​ December 31, 2022 ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time Infrastructure ​ $ 1,656,355 ​ $ 1,342,026 ​ $ 1,744,139 ​ $ 1,255,498 ​ $ 1,687,458 ​ $ 1,222,288 Agriculture ​ 1,043,960 ​ 32,693 ​ 1,144,633 ​ 30,328 ​ 1,307,681 ​ 27,604 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 100,219 Total net sales ​ $ 2,700,315 ​ $ 1,374,719 ​ $ 2,888,772 ​ $ 1,285,826 ​ $ 2,995,139 ​ $ 1,350,111 ​ Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries, which are recorded as “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 applies the last-in, first-out method. Any difference between the repurchase cost and the reissuance price is charged or credited to “Additional paid-in capital” (or “Retained earnings” in the absence of “Additional paid-in capital”). The Company’s capital allocation philosophy includes a share repurchase program. In May 2014, the Board of Directors authorized the repurchase of up to $ 500,000 of the Company’s outstanding common stock over a twelve-month period, at prevailing market prices, either through open market or privately negotiated transactions. The Board subsequently expanded this authorization in February 2015 and October 2018, each time adding $ 250,000 with no expiration date. In February 2023, the Board increased the program by an additional $ 400,000 , bringing the total authorization to $ 1,400,000 with no expiration date. As of December 28, 2024, the Company had repurchased 8,235,697 shares for approximately $ 1,333,961 under this program. Subsequent to year end, on February 18, 2025, the Company announced the Board of Directors increased the amount authorized under the program by an additional $ 700.0 million, with no stated expiration date. In November 2023, the Company entered into an accelerated share purchase agreement (“November 2023 ASR”) with CitiBank, N.A. as the counterparty. The November 2023 ASR was executed under the existing share repurchase program. The Company prepaid $ 120,000 in the fourth quarter of fiscal 2023 and received an initial delivery of 438,917 shares of common stock. The agreement was settled in the first quarter of fiscal 2024 with the delivery of an additional 96,224 shares of common stock. The total number of shares delivered under the November 2023 ASR, at an average purchase price of $ 224.24 per share, was determined based on the volume-weighted average market price of the Company’s common stock during the term of the agreement, less a discount. Research and Development Research and development costs are expensed as incurred and included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings. For the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, research and development costs were approximately $ 59,000 , $ 55,000 , and $ 46,000 , respectively. Supplier Finance Program In fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program. This program allows qualifying suppliers to sell their receivables from the Company to the financial institution. These suppliers negotiate directly with the financial institution regarding their outstanding receivables, while the 48 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Company’s rights and obligations to suppliers remain unaffected. The Company has no economic interest in a supplier’s decision to participate in the program. Once a supplier opts into the program, they select which individual invoices from the Company to sell to the financial institution. The Company is obligated to pay the negotiated invoice amount to the financial institution on the due date, regardless of whether the supplier has sold the individual invoice. For any invoices not sold under the supplier finance program, the financial institution pays the supplier on the invoice’s due date. The invoice amounts and scheduled payment terms remain unchanged, regardless of whether the supplier decides to sell under these arrangements. Payments related to these obligations are included in “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. As of December 28, 2024 and December 30, 2023, outstanding payment obligations of $ 45,602 and $ 41,916 , respectively, were included in “Accounts payable” in the Consolidated Balance Sheets under the Company’s supplier finance program. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Confirmed obligations outstanding—beginning of period ​ $ 41,916 ​ $ 48,880 Invoices confirmed ​ 216,731 ​ 264,051 Confirmed invoices paid ​ ( 213,045 ) ​ ( 271,015 ) Confirmed obligations outstanding—end of period ​ $ 45,602 ​ $ 41,916 ​ Redeemable Noncontrolling Interests Noncontrolling interests with redemption features that are not solely within the Company’s control are classified as redeemable noncontrolling interests. The Company has redeemable noncontrolling interests in certain entities. A noncontrolling interest holder can require the Company to purchase their remaining ownership, referred to a put right. Likewise, the Company can require a noncontrolling interest holder to sell the Company their remaining ownership, known as a call option. The redemption amount and effective date of these rights vary according to the applicable operating agreements, with some redeemable at fair value and some redeemable at amounts other than fair value. 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 their 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 applicable redemption value adjustments. Redemption value adjustments are offset against retained earnings. Earnings used in the computation of earnings per share for the reporting period are impacted by redemption value adjustments for noncontrolling interests redeemable at amounts other than fair value. As of December 28, 2024 and December 30, 2023, the redeemable noncontrolling interests were $ 51,519 and $ 62,792 , respectively. The final amounts paid for these interests may vary significantly, as the redemption amounts are contingent on the future operational results of the respective businesses. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This update enhances the disclosures about reportable segments, including providing more detailed information on segment expenses. This guidance is effective for the fiscal year ended December 28, 2024 and for interim periods thereafter. See Note 20 for the required disclosures associated with this update. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update is intended to improve transparency and usefulness in income tax disclosures, particularly in areas such as rate reconciliation and reporting of income taxes paid. The guidance will be effective prospectively for the fiscal year 49 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ending December 27, 2025, with early adoption permitted. The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This update aims to enhance expense disclosures by providing more detailed information on the types of expenses within commonly presented categories. The guidance is effective on both a prospective and retrospective basis for the fiscal year ending December 25, 2027, with early adoption permitted. The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures. (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 the purchase price, $ 7,200 Australian dollars ($ 4,626 U.S. dollars) was withheld at closing as a retention fund to address contingencies and potential disagreements. This retention amount will be settled in two equal payments, with the first payment made during the third quarter of fiscal 2024 and the second payment due in the third quarter of fiscal 2025. HR Products provides a wide range of irrigation products serving the agriculture and landscaping industries, with its operations reported in the Agriculture segment. This acquisition strengthens the Company’s position in the critical agriculture market of Australia by expanding its geographic footprint and bolstering its aftermarket parts presence. The acquired customer relationships will be amortized over 13 years . Goodwill resulting from the acquisition was not tax-deductible and was attributed to anticipated synergies and other intangibles that did not qualify for separate recognition. The Company finalized the purchase price allocation in the third quarter of fiscal 2024. The following table summarizes the fair values of the assets acquired and liabilities assumed from HR Products as of the date of acquisition: ​ ​ ​ ​ ​ ​ ​ August 31, ​ ​ 2023 Current assets ​ $ 24,153 Property, plant, and equipment ​ 1,397 Goodwill ​ 9,508 Customer relationships ​ ​ 11,503 Other non-current assets ​ 3,997 Total fair value of assets acquired ​ ​ 50,558 Current liabilities ​ 4,183 Deferred income taxes ​ 3,046 Operating lease liabilities ​ 2,792 Total fair value of liabilities assumed ​ ​ 10,021 Net assets acquired ​ $ 40,537 ​ On June 1, 2022, the Company acquired approximately 51 % of ConcealFab, Inc. for $ 39,287 in cash, net of cash acquired. Of the purchase price, approximately $ 1,850 was contingent on seller representations and warranties, which were settled in the fourth quarter of fiscal 2023. ConcealFab is located in Colorado Springs, Colorado, and its operations are included in the Infrastructure segment. The acquisition allows the Company to integrate innovative 5G infrastructure and passive intermodulation mitigation solutions into its advanced Infrastructure portfolio. The goodwill resulting from the acquisition was not tax-deductible and was primarily attributed to anticipated synergies and other intangibles that did not qualify for separate recognition. The Company finalized the purchase price allocation in the first quarter of fiscal 2023. Under the terms of the operating agreement, the minority owners hold the right to sell their remaining interest in ConcealFab, Inc. to the Company, and the Company retains the right to purchase the remaining interest from the minority owners. These rights may generally be exercised at any time following the fifth anniversary of the acquisition’s effective 50 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) date. The purchase price for the remaining interest will be determined based on a predefined formula outlined in the operating agreement. Due to this redemption feature, the Company recorded the noncontrolling interest as redeemable, and classified it within temporary equity in the Consolidated Balance Sheets. See Note 1 for further discussion of the Company’s redeemable noncontrolling interests. The following table summarizes the fair values of the assets acquired and liabilities assumed from ConcealFab, Inc. 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 ​ Pro forma disclosures have been omitted, as these acquisitions did not significantly impact the Company’s financial results. Acquisition-related costs for these transactions were insignificant in all fiscal years presented. Acquisitions of Redeemable Noncontrolling Interests In the first quarter of fiscal 2024, the Company acquired approximately 9 % of ConcealFab, Inc. for $ 7,227 and the remaining portion of Valmont Substations, LLC for $ 10,518 . In the third quarter of fiscal 2022, the Company acquired the remaining 9 % of Convert Italia S.p.A. for $ 3,046 . In the second quarter of fiscal 2022, the Company acquired the remaining 20 % of Valmont West Coast Engineering, Ltd. for $ 4,292 . These transactions involved acquiring portions of the remaining shares in consolidated subsidiaries, with no changes in control. (3) DIVESTITURES On November 25, 2024, the Company completed the sale of George Industries, a coatings and anodizing company in California, which was reported in the Infrastructure segment. The Company received net proceeds of $ 500 from this sale. In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,779 was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings. On October 31, 2024, the Company completed the sale of the extractive business, which included the manufacturing and distribution of screening products to the mining and quarrying sectors in Australia and New Zealand, which was reported in the Infrastructure segment. The Company received net proceeds of $ 5,042 Australian dollars ($ 3,330 U.S. dollars) from this sale, with an additional $ 1,800 Australian dollars ($ 1,172 U.S. dollars) to be received through two payments, one in the first quarter of fiscal 2025 and one in the second quarter of fiscal 2026. In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,567 Australian dollars ($ 1,695 U.S. dollars) was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings. 51 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana, which was reported in the Agriculture segment. The Company received net proceeds of $ 6,369 from this sale. 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, which was reported in the Other segment. The business was sold as it no longer aligned with the Company’s long-term strategic plans. The historical annual sales, operating income, and net assets of this business were not significant enough to require discontinued operations presentation. For the fiscal year ended December 31, 2022, the offshore wind energy structures business reported operating income of $ 2,259 . The Company received 90,000 Danish kroner ($ 12,570 U.S. dollars) at closing, with an additional 15,000 Danish kroner ($ 2,189 U.S. dollars) held in escrow. This escrow amount, subject to standard closing conditions, was released to the Company in the first quarter of fiscal 2024. The pre-tax loss from the divestiture was reported in “Other income (expenses)” in the Consolidated Statements of Earnings for the fiscal year ended December 31, 2022. This loss included the proceeds received, an asset recognized for the escrow funds that had not yet been released by the buyer, deal-related costs, and the net assets of the business. As a result, the total loss was $ 12,123 . Additionally, the Company recognized a $ 21,150 realized loss on foreign exchange translation adjustments and net investment hedges, which had previously been 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 In 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 included a reduction in force through a voluntary early retirement program and other headcount reduction actions, all of 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 related to the Realignment Program: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Corporate ​ Total Severance and other employee benefit costs ​ $ 17,260 ​ $ 9,101 ​ $ 8,849 ​ $ 35,210 ​ Changes in liabilities recorded for the Realignment Program were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of Recognized Costs Paid or Balance as of ​ ​ December 30, ​ Realignment ​ Otherwise ​ December 28, ​ ​ 2023 ​ Expense ​ Settled ​ 2024 Severance and other employee benefit costs ​ $ 12,514 $ — ​ $ ( 12,514 ) ​ $ — ​ ​ ​ 52 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (5) INVENTORIES As of December 28, 2024 and December 30, 2023, inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Raw materials and purchased parts ​ $ 231,811 ​ $ 217,134 Work in process ​ 35,466 ​ 37,826 Finished and manufactured goods ​ 322,986 ​ 403,468 Total inventories ​ $ 590,263 ​ $ 658,428 ​ (6) PROPERTY, PLANT, AND EQUIPMENT As of December 28, 2024 and December 30, 2023, property, plant, and equipment, at cost, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Land and improvements ​ $ 118,199 ​ $ 118,869 Buildings and improvements ​ 405,710 ​ 409,092 Machinery and equipment ​ 738,329 ​ 750,959 Transportation equipment ​ 29,825 ​ 31,278 Office furniture and equipment ​ 135,344 ​ 140,061 Construction in progress ​ 74,610 ​ 62,980 Total property, plant, and equipment, at cost ​ $ 1,502,017 ​ $ 1,513,239 ​ (7) GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill As of December 28, 2024 and December 30, 2023, the carrying amounts of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Total Gross balance as of December 30, 2023 ​ $ 478,663 ​ $ 323,683 ​ $ 802,346 Accumulated impairment losses ​ ( 49,382 ) ​ ( 120,000 ) ​ ( 169,382 ) Balance as of December 30, 2023 ​ 429,281 ​ 203,683 ​ ​ 632,964 Acquisition measurement period adjustment ​ — ​ 331 ​ 331 Divestiture ​ ​ ( 1,509 ) ​ ​ — ​ ​ ( 1,509 ) Foreign currency translation ​ ( 6,166 ) ​ ( 1,773 ) ​ ( 7,939 ) Balance as of December 28, 2024 ​ $ 421,606 ​ $ 202,241 ​ $ 623,847 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Acquisition ​ — ​ 9,177 ​ 9,177 Divestiture ​ ​ — ​ ​ ( 160 ) ​ ​ ( 160 ) Impairments ​ ​ ( 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 ​ 53 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) In the third quarter of fiscal 2024, the Company conducted its annual goodwill impairment assessment using a quantitative test for all reporting units, with a measurement date of September 1, 2024. The fair values of the reporting units were estimated using a discounted cash flow analysis, which required projecting future cash flows and applying a risk-adjusted discount rate to determine the present value of the expected cash flows. The analysis indicated that the estimated fair values of all reporting units exceeded their respective carrying amounts, and no impairment was recorded for fiscal 2024. In the third quarter of fiscal 2023, the Company recognized impairment charges of $ 120,000 and $ 1,915 in the Agriculture and Infrastructure segments, respectively, resulting from the Company’s annual goodwill impairment assessment as of September 2, 2023. Other Intangible Assets As of December 28, 2024 and December 30, 2023, the components of other intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, 2024 December 30, 2023 ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated Carrying ​ Accumulated ​ Amount Amortization Amount Amortization Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 230,063 ​ $ 166,516 ​ $ 233,852 ​ $ 157,873 Patents and proprietary technology ​ 26,225 ​ 13,829 ​ 59,311 ​ 45,416 Trade names ​ 2,870 ​ ​ 2,654 ​ 2,870 ​ 1,056 Other ​ 4,430 ​ 4,245 ​ 4,787 ​ 4,538 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 57,738 ​ ​ — ​ ​ 58,750 ​ ​ — ​ ​ $ 321,326 ​ $ 187,244 ​ $ 359,570 ​ $ 208,883 ​ The weighted-average remaining life of amortizing intangible assets is approximately four years . Amortization expenses for fiscal years 2024, 2023, and 2022 were $ 14,214 , $ 19,455 , and $ 22,120 , respectively. Amortization expense is expected to average $ 9,857 annually over the next five fiscal years, based on amortizing intangible assets reported as of December 28, 2024. The Company’s indefinite-lived trade names were assessed for impairment as of September 1, 2024, using the relief-from-royalty method. Based on this evaluation, no impairments were identified for these trade names. In the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 1,656 in the Infrastructure segment as a result of the Company’s annual indefinite-lived trade name impairment assessment as of September 2, 2023. Additionally, in the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 17,273 in the Agriculture segment for a certain amortizing proprietary technology intangible asset related to the Prospera subsidiary. (8) BANK CREDIT ARRANGEMENTS The Company maintains various lines of credit for short-term borrowings, with a total available balance of $ 30,895 as of December 28, 2024. As of December 28, 2024 and December 30, 2023, $ 1,669 and $ 3,205 were outstanding, respectively, and recorded as “Notes payable to banks” in the Consolidated Balance Sheets. The interest rates on these lines of credit vary based on the banks’ cost of funds. The weighted average interest rate on short-term borrowings was 8.14 % as of December 28, 2024. The unused and available borrowings under these lines of credit totaled $ 29,945 as of December 28, 2024. The banks may modify the terms of these lines of credit, with the Company’s approval. 54 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (9) INCOME TAXES Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 United States ​ $ 328,953 ​ $ 195,491 ​ $ 224,370 Foreign ​ 139,728 ​ 40,961 ​ 139,518 Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ $ 468,681 ​ $ 236,452 ​ $ 363,888 ​ Income tax expense (benefit) for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Current: ​ ​ ​ Federal ​ $ 84,110 ​ $ 42,226 ​ $ 48,309 State ​ 17,738 ​ 8,480 ​ 11,888 Foreign ​ 42,150 ​ 56,107 ​ 48,273 Total current income tax expense ​ 143,998 ​ 106,813 ​ 108,470 Non-current: ​ ​ ( 1,365 ) ​ ​ 1,957 ​ ​ 1,442 Deferred: ​ ​ ​ Federal ​ ( 21,498 ) ​ ( 12,585 ) ​ ( 7,544 ) State ​ ( 5,261 ) ​ ( 2,586 ) ​ ( 1,973 ) Foreign ​ 2,104 ​ ( 3,478 ) ​ 8,292 Total deferred income tax benefit ​ ( 24,655 ) ​ ( 18,649 ) ​ ( 1,225 ) Total income tax expense ​ $ 117,978 ​ $ 90,121 ​ $ 108,687 ​ The reconciliations of the statutory federal income tax rate and the effective tax rate for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Statutory federal income tax rate 21.0 % ​ 21.0 % ​ 21.0 % State income taxes, net of federal benefit 2.2 ​ 1.8 ​ 2.3 ​ Carryforwards, credits and changes in valuation allowances ( 1.9 ) ​ ( 2.4 ) ​ 1.0 ​ Foreign jurisdictional tax rate differences 1.5 ​ 4.6 ​ 4.2 ​ Changes in unrecognized tax benefits ( 0.3 ) ​ 0.8 ​ 0.3 ​ Impairment of goodwill and other intangible assets — ​ 11.9 ​ — ​ Excess tax benefit on equity compensation ​ 0.7 ​ ​ 1.1 ​ ​ 0.5 ​ Loss on divestitures ​ 0.1 ​ — ​ 2.2 ​ Other 1.9 ​ ( 0.7 ) ​ ( 1.6 ) ​ Effective tax rate 25.2 % ​ 38.1 % ​ 29.9 % ​ The fiscal year ended December 30, 2023 included $ 28,079 of tax expense related to non-tax deductible goodwill impairment. 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. 55 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 28, 2024 and December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Deferred income tax assets: ​ ​ Accrued expenses and allowances ​ $ 31,340 ​ $ 36,883 Tax credits and loss carryforwards ​ 56,180 ​ 58,519 Inventory allowances ​ 10,538 ​ 8,427 Accrued compensation and benefits ​ 25,779 ​ 23,880 Lease liabilities ​ 41,628 ​ 41,769 Research and development expenditures ​ ​ 41,214 ​ 22,751 Deferred compensation ​ 13,351 ​ 16,163 Gross deferred income tax assets ​ 220,030 ​ 208,392 Valuation allowance ​ ( 44,920 ) ​ ( 48,632 ) Net deferred income tax assets ​ 175,110 ​ 159,760 Deferred income tax liabilities: ​ ​ Property, plant, and equipment ​ 36,342 ​ 42,299 Intangible assets ​ 48,571 ​ 52,017 Defined benefit pension asset ​ 11,630 ​ 3,851 Lease assets ​ 41,627 ​ 42,717 Other deferred tax liabilities ​ 5,375 ​ 6,616 Total deferred income tax liabilities ​ 143,545 ​ 147,500 Net deferred income tax assets ​ $ 31,565 ​ $ 12,260 ​ Deferred income tax assets (liabilities) were presented in the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Other non-current assets ​ $ 37,909 ​ $ 33,465 Deferred income taxes ​ ( 6,344 ) ​ ( 21,205 ) Net deferred income tax assets ​ $ 31,565 ​ $ 12,260 ​ The Company’s management has reviewed recent operating results and projected future results, concluding that the realization of its net deferred tax assets is more likely than not. This assessment is based on, among other factors, recent operational changes and available tax planning strategies. As of December 28, 2024 and December 30, 2023, the amounts related to tax credits and loss carryforwards were $ 56,180 and $ 58,519 , respectively. Valuation allowances have been recorded for specific losses, reducing deferred tax assets to an amount that is more likely than not realizable. Deferred tax assets as of December 28, 2024 related to tax loss and tax credit carryforwards not reduced by valuation allowances are set to expire beginning in 2025. Uncertain tax positions, included in “Other non-current liabilities” in the Consolidated Balance Sheets, are evaluated in a two-step process. First, the Company determines whether it is more likely than not that the tax positions will be sustained based on their technical merits. Second, for positions that meet this threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon settlement with the relevant tax authority. 56 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 unrecognized tax benefits for the fiscal years ended December 28, 2024 and December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Gross unrecognized tax benefits—beginning of period ​ $ 4,306 ​ $ 2,536 Gross increases from tax positions in prior period ​ 44 ​ 2,174 Gross increases from current‑period tax positions ​ 410 ​ 370 Settlements with taxing authorities ​ ( 1,277 ) ​ ( 32 ) Lapses of statutes of limitation ​ ( 776 ) ​ ( 742 ) Gross unrecognized tax benefits—end of period ​ $ 2,707 ​ $ 4,306 ​ There are approximately $ 1,747 of uncertain tax positions for which reversal is reasonably possible within the next 12 months due to the closing of statutes of limitation. Accrued interest and penalties amounted to $ 383 and $ 442 as of December 28, 2024 and December 30, 2023, 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., various states, and foreign jurisdictions. U.S. tax years from 2021 onward remain open under statutes of limitation. The total unrecognized tax benefits that, if recognized, would affect the effective tax rate were $ 2,993 and $ 4,372 as of December 28, 2024 and December 30, 2023, respectively. The Organisation for Economic Co-operation and Development issued Pillar Two model rules for a global minimum tax of 15%, effective January 1, 2024. While the U.S. has not enacted legislation to adopt Pillar Two, certain countries in which the Company operates have implemented it, while others are in the process of doing so. Pillar Two had no material impact on the Company’s fiscal 2024 effective tax rate, and the Company does not currently expect it to have a significant impact going forward. (10) LONG-TERM DEBT Long-term debt as of December 28, 2024 and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 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) ​ ( 19,239 ) ​ ( 19,665 ) Revolving credit agreement (c) ​ — ​ 377,899 Other notes ​ 1,246 ​ 2,015 Debt issuance costs ​ ( 6,374 ) ​ ( 6,645 ) Long-term debt ​ 730,633 ​ 1,108,604 Less: Current installments of long-term debt ​ 692 ​ 719 Long-term debt, excluding current installments ​ $ 729,941 ​ $ 1,107,885 (a) The 5.00 % senior unsecured notes due in fiscal 2044 have an aggregate principal amount of $ 450,000 , with an unamortized discount balance of $ 12,168 as of December 28, 2024. These 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 over the term of the notes as interest payments are made. 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 interest. These notes are guaranteed by certain subsidiaries of the Company. (b) The 5.25 % senior unsecured notes due in fiscal 2054 have an aggregate principal amount of $ 305,000 , with an unamortized discount balance of $ 7,071 as of December 28, 2024. These 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 over the term of the notes as interest payments are made. The notes may be repurchased prior to maturity, in whole or in part, at any time 57 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) at 100 % of their principal amount, plus a make-whole premium and accrued 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, amended and restated the revolving credit agreement with the Company’s lenders. The maturity date of the revolving credit facility was extended to October 18, 2026. This facility provides for $ 800,000 in committed unsecured revolving credit loans, with available borrowings of up 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 agreeing to increase their commitments. The interest rate on the borrowings will be, at the Company’s option: (i) the term Secured Overnight Financing Rate (“SOFR”) (based on a one-, three-, or six-month interest period, as selected by the Company) plus a 10 -basis-point adjustment and 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 and 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 28, 2024, the Company had no outstanding borrowings under its revolving credit facility. This facility has a maturity date of October 18, 2026 and includes a financial covenant that may limit the ability to borrow additional funds under the agreement. As of December 28, 2024, the Company could borrow $ 799,838 under the facility, after accounting for standby letters of credit totaling $ 162 related to certain insurance obligations. The Company also maintains short-term bank lines of credit totaling $ 30,895 , of which $ 29,226 remained unused as of December 28, 2024. The revolving credit facility includes a financial leverage covenant, with which the Company was in compliance as of December 28, 2024. The minimum aggregate maturities of long-term debt for each of the five fiscal years following the fiscal year ended December 28, 2024 are as follows: $ 692 , $ 512 , $ 42 , $ 0 , and $ 0 . The obligations 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. (11) STOCK-BASED COMPENSATION The Company maintains stock‑based compensation plans approved by its shareholders, which allow the Human Resources Committee of the Board of Directors to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and bonuses of common stock. As of December 28, 2024, 1,426,995 shares of common stock remained available for issuance under the plans. The shares and options issued and available are subject to changes in capitalization. The Company’s policy is to issue shares upon the exercise of stock options, the vesting of restricted stock units, or the issuance of restricted stock from treasury shares held by the Company. 58 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) For the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, the Company recorded stock-based compensation expenses of $ 29,869 , $ 39,219 , and $ 41,850 , respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings. The associated tax benefits recorded for these periods were $ 3,412 , $ 7,092 , and $ 10,463 , respectively. Stock Options Stock options granted under the plans have an exercise price equal to the closing market price on the date of the grant. Options vest beginning on the first anniversary of the grant date, with equal amounts vesting over three years or on the grant’s fifth anniversary. The expiration of grants ranges from seven to ten years from the date of the award. Restricted stock units and awards typically vest in equal installments over three or four years , beginning on the first anniversary of the grant. As of December 28, 2024, approximately $ 5,213 of unrecognized stock option compensation expense will be recognized over a weighted-average period of 1.93 years. During the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, compensation expense for stock options was $ 2,252 , $ 3,687 , and $ 3,120 , 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 28, 2024, December 30, 2023, and December 31, 2022 was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 Expected volatility 31.65 % ​ 31.97 % ​ 32.36 % Risk-free interest rate 4.22 % ​ 4.21 % ​ 3.75 % Expected life from vesting date 5.4 yrs ​ 5.4 yrs ​ 5.4 yrs ​ Dividend yield 0.88 % ​ 0.87 % ​ 1.10 % ​ The following is a summary of the stock option activity for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Shares Price Term Value Outstanding as of December 30, 2023 181,530 ​ $ 220.77 ​ Granted 25,548 ​ 331.47 ​ Exercised ( 49,583 ) ​ 164.38 ​ Forfeited ( 24,062 ) ​ 268.84 ​ Outstanding as of December 28, 2024 133,433 ​ $ 253.11 7.93 ​ $ 8,281 Options vested or expected to vest as of December 28, 2024 131,198 ​ $ 252.57 7.91 ​ 8,200 Options exercisable as of December 28, 2024 79,824 ​ $ 232.00 7.10 ​ 6,340 ​ The weighted average per share fair value of options granted during the fiscal year ended December 31, 2024 was $ 107.27 . ​ 59 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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 . Restricted Stock Units 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 28, 2024, December 30, 2023, and December 31, 2022, the Company granted restricted stock units to directors and certain management employees as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Restricted stock units granted ​ 52,175 ​ 67,723 ​ 60,901 Weighted‑average per share price on grant date ​ $ 295.84 ​ $ 233.96 ​ $ 313.75 Recognized compensation expense ​ $ 17,141 ​ $ 22,478 ​ $ 22,664 ​ As of December 28, 2024, the amount of deferred stock‑based compensation granted, to be recognized over a weighted‑average period of 1.66 years, was approximately $ 27,879 . 60 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Performance Stock Units (“PSUs”) PSUs consist of shares of the Company’s stock, payable upon the determination that the Company has achieved certain established performance targets. PSUs can range from 0 % to 200 % of the targeted payout based on actual results over 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 generally have a three-year cliff-vesting schedule; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount based on active employment during the service period. During the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, the Company granted PSU awards as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Shares granted ​ 34,665 ​ 38,201 ​ 33,736 Weighted‑average per share price on grant date ​ $ 234.52 ​ $ 299.20 ​ $ 215.15 Recognized compensation expense ​ $ 10,476 ​ $ 13,054 ​ $ 16,066 ​ ​ (12) EARNINGS PER SHARE The table below provides a reconciliation between the earnings and average share amounts used to compute both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to Valmont Industries, Inc. ​ $ 348,259 ​ $ 150,849 ​ $ 250,863 Change in redemption value of redeemable noncontrolling interests ​ ​ — ​ ​ ( 7,374 ) ​ ​ — Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests ​ $ 348,259 ​ $ 143,475 ​ $ 250,863 Weighted average shares outstanding (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 20,122 ​ ​ 20,956 ​ ​ 21,311 Dilutive effect of various stock awards ​ ​ 139 ​ ​ 203 ​ ​ 269 Diluted ​ ​ 20,261 ​ ​ 21,159 ​ ​ 21,580 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 17.31 ​ $ 6.85 ​ $ 11.77 Dilutive effect of various stock awards ​ ​ ( 0.12 ) ​ ​ ( 0.07 ) ​ ​ ( 0.15 ) Diluted ​ $ 17.19 ​ $ 6.78 ​ $ 11.62 ​ For the fiscal year ended December 30, 2023, basic and diluted net earnings and earnings per share were impacted by the impairment of goodwill and other intangible assets of $ 136,457 after tax ($ 6.45 per share) and realignment charges of $ 26,490 after tax ($ 1.25 per share). For the fiscal year ended December 31, 2022, basic and diluted net earnings and earnings per share were impacted by a loss from the divestiture of the offshore wind energy structures business of $ 33,273 with no associated tax benefit ($ 1.54 per share). As of December 28, 2024, December 30, 2023, and December 31, 2022, there were 44,620 ; 127,774 ; and 40,564 outstanding stock options, respectively, with exercise prices exceeding the average market price of common stock during the applicable periods. These options were excluded from the computation of diluted earnings per share. 61 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (13) EMPLOYEE RETIREMENT SAVINGS PLAN Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement Savings Plan (“VERSP”) is a defined contribution plan available to all eligible employees. Participants may elect to contribute up to 75 % of their annual eligible compensation on either a pre-tax or after-tax basis, subject to certain Internal Revenue Code limitations. The Company also sponsors a fully funded, non-qualified deferred compensation plan for certain executives who would otherwise be limited in receiving contributions into the VERSP under Internal Revenue Service regulations. As of December 28, 2024 and December 30, 2023, the invested assets and related liabilities for these participants were $ 27,379 and $ 26,803 , respectively. These amounts are included in “Other non-current assets” and “Deferred compensation” in the Consolidated Balance Sheets. Distributions from the Company’s non-qualified deferred compensation plan to participants, made under the transition rules of Section 409A of the Internal Revenue Code, totaled $ 5,467 and $ 5,476 for the fiscal years ended December 28, 2024 and December 30, 2023, respectively. All distributions were made in cash. The Company contributes to both the VERSP and the non-qualified deferred compensation plan for certain executives. The Company’s contributions to these plans for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, were approximately $ 19,100 , $ 20,000 , and $ 18,300 , respectively. (14) FAIR VALUE MEASUREMENTS Unless otherwise specified, the carrying amounts of cash and cash equivalents, receivables, accounts payable, notes payable to banks, and accrued expenses approximate fair value due to the short maturity of these instruments. The fair values of the Company’s long-term debt instruments are based on future cash flows associated with each instrument, discounted using the Company’s current borrowing rate for similar debt instruments of comparable maturities. Fair value estimates are made at a specific point in time, and the underlying assumptions may change based on market conditions. As of December 28, 2024, the carrying amount of the Company’s long-term debt was $ 730,633 with an estimated fair value of approximately $ 692,877 . 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 . ASC 820 establishes a three‑level hierarchy for fair value measurements, which is based on the transparency of inputs used to value an asset or liability as of the measurement date. 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. 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 the valuation methodologies used for assets and liabilities measured at fair value: Deferred Compensation Investments: The Company’s deferred compensation investments include mutual funds invested in debt and equity securities in the Valmont Deferred Compensation Plan. Quoted market prices are available for these securities in an active market. The investments 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. 62 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 28, 2024 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 27,379 ​ $ 27,379 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 1,320 ​ ​ — ​ ​ 1,320 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 11,063 ​ ​ 11,063 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 30, 2023 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 26,803 ​ $ 26,803 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 2,860 ​ ​ — ​ ​ 2,860 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 6,258 ​ ​ 6,258 ​ ​ — ​ ​ — ​ The fair value redemption amounts of certain redeemable noncontrolling interests are measured on a recurring basis utilizing Level 3 inputs, including estimates of future revenue, operating margins, growth rates, and discount rates. ​ ​ (15) DERIVATIVE FINANCIAL INSTRUMENTS The Company manages risks related to interest rates, commodity prices, and foreign currency, particularly those arising from foreign currency denominated transactions and investments in foreign subsidiaries. To address these risks, the Company may use derivative financial instruments. Depending on their classification, some derivatives are marked to market and recorded in the Company’s Consolidated Statements of Earnings, while others are accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments inherently carry credit and market risks, which the Company mitigates by monitoring exposure limits and transacting with recognized, stable multinational banks as counterparties. Gains or losses from net investment hedge activities remain in AOCI until the related subsidiaries are sold or substantially liquidated. The fair value of derivative instruments as of December 28, 2024 and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ December 28, ​ December 30, Derivatives designated as hedging instruments: Balance Sheets location ​ 2024 ​ 2023 Commodity contracts ​ Prepaid expenses and other current assets ​ $ 617 ​ $ 2,520 Commodity contracts ​ Other accrued expenses ​ ​ ( 371 ) ​ ​ ( 1,586 ) Cross-currency swap contracts Prepaid expenses and other current assets ​ ​ 1,074 ​ 1,938 Cross-currency swap contracts Other accrued expenses ​ ​ — ​ ( 12 ) ​ ​ ​ ​ $ 1,320 ​ $ 2,860 ​ Gains (losses) on derivatives recognized in the Consolidated Statements of Earnings for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ Fiscal Year Ended Derivatives designated ​ Statements of Earnings ​ December 30, ​ December 30, ​ December 31, as hedging instruments: ​ location ​ 2024 ​ 2023 ​ 2022 Commodity contracts ​ Product cost of sales ​ $ ( 3,007 ) ​ $ ( 7,057 ) ​ $ ( 5,212 ) Foreign currency forward contracts ​ Other income (expenses) ​ ​ — ​ 177 ​ ( 45 ) Interest rate hedge amortization ​ Interest expense ​ ​ ( 64 ) ​ ( 64 ) ​ ( 64 ) Cross-currency swap contracts ​ Other income (expenses) ​ ​ — ​ — ​ 4,827 Cross-currency swap contracts ​ Interest expense ​ ​ 1,246 ​ 1,813 ​ 2,875 ​ ​ ​ ​ $ ( 1,825 ) ​ $ ( 5,131 ) ​ $ 2,381 ​ 63 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Cash Flow Hedges The Company enters into commodity forward, swap, and option contracts to hedge variability in cash flows related to future purchases. Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Consolidated Statements of Earnings for the period in which the hedged items are consumed. As of December 28, 2024, the details of these contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Total ​ ​ Commodity Type ​ Amount ​ Purchase Quantity ​ Maturity Dates Hot-rolled coil steel ​ $ 13,459 ​ 17,000 short tons January 2025 to September 2025 Natural gas ​ ​ 1,384 ​ 352,000 MMBtu ​ January 2025 to March 2026 Ultra-low-sulfur diesel fuel ​ ​ 623 ​ 2,604,000 gallons ​ December 2024 to June 2026 Net Investment Hedges To manage foreign currency risk associated with its euro investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”). These swaps convert U.S. dollar principal and interest payments from a portion of its 5.00 % senior unsecured notes due in fiscal 2044 into foreign-currency-denominated payments. Interest payments are exchanged biannually on April 1 and October 1. Under the spot method, the Company designated the full notional amounts of CCS as hedges for the net investment in certain European subsidiaries. Changes in fair value of the CCS attributable to spot exchange rates are recorded as cumulative foreign currency translation within AOCI, while net interest receipts reduce interest expense over the life of the CCS. Key terms as of December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ Swapped ​ Settlement Currency ​ Amount ​ Termination Date ​ Interest Rate ​ Amount Euro ​ $ 80,000 ​ April 1, 2029 3.461 % ​ € 74,509 ​ In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered in fiscal 2019, receiving proceeds of $ 2,711 . These proceeds will remain in AOCI until the related subsidiaries are sold or substantially liquidated. In the third and fourth quarters of fiscal 2022, the Company settled a Danish krone net investment hedge, receiving proceeds of $ 3,532 . Following the sale of the Company’s offshore wind energy structures business in the fourth quarter of fiscal 2022, a cumulative net investment hedge gain of $ 4,827 ($ 3,620 after tax) was reclassified from AOCI to “Other income (expenses)” in the Consolidated Statements of Earnings. ​ (16) WARRANTIES The Company’s product warranty accrual represents management’s best estimate of the probable liabilities associated with its product warranties. Historical claims data is used to estimate warranty costs at the time revenue is recognized. Changes in the product warranty accrual, recorded in “Other accrued expenses” in the Consolidated Balance Sheets, for the fiscal years ended December 28, 2024 and December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Balance—beginning of period ​ $ 22,434 ​ $ 19,773 Payments made ​ ( 20,790 ) ​ ( 17,072 ) Change in liability for warranties issued during the period ​ 22,799 ​ 24,096 Change in liability for pre-existing warranties ​ ( 692 ) ​ ( 4,363 ) Balance—end of period ​ $ 23,751 ​ $ 22,434 ​ 64 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (17) COMMITMENTS AND CONTINGENCIES The Company and certain subsidiaries are currently facing various claims and lawsuits. It is difficult for the Company to fully assess the potential impact of both asserted and unasserted claims on its consolidated results of operations, financial condition, or liquidity. When claims are considered probable and reasonably estimable, a liability is recorded. However, the Company does not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on its consolidated results of operations, financial condition, or liquidity. 3 (18) DEFINED BENEFIT RETIREMENT PLAN Delta Ltd., a wholly-owned subsidiary of the Company, sponsors the Delta Pension Plan (the “Plan”), which provides defined benefit retirement income to eligible employees in the United Kingdom (“U.K.”). Qualified employees are entitled to pension retirement benefits amounting to 1.67 % of final salary for each year of service upon reaching the age of 65 . There have been no active employees participating in the Plan for over five years. Funded Status The Company recognizes the pension plan’s funded status as either an asset or liability. This status reflects the difference between the projected benefit obligation (“PBO”) and the fair value of the plan’s assets. The PBO represents the present value of benefits earned by participants to date, factoring in assumed future salary increases and inflation. Plan assets are measured at fair value, and because the Plan is denominated in British pounds, the Company translates the net pension asset into U.S. dollars using exchange rates of $ 1.257 /£ and $ 1.273 /£ as of December 28, 2024 and December 30, 2023, respectively. As of December 28, 2024, the PBO was $ 414,657 , and the net funded status was $ 46,520 recorded as a non-current asset, reflecting an actuarial gain attributed to an increase in the discount rate from the prior year. The accumulated benefit obligation (“ABO”), representing the present value of benefits earned to date without assuming future compensation growth, is equal to the PBO due to the absence of active employees in the plan. The overfunded ABO represents the difference between the PBO and the fair value of the plan assets. Changes in the PBO and fair value of plan assets for the period from December 30, 2023 to December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected ​ ​ ​ ​ ​ ​ Benefit ​ Plan ​ Funded ​ ​ Obligation ​ Assets ​ Status Fair value as of December 30, 2023 ​ $ 477,763 ​ $ 493,167 ​ $ 15,404 Employer contributions ​ ​ — ​ ​ 19,599 ​ ​ Interest cost ​ 21,136 ​ — ​ Actual return on plan assets ​ — ​ ( 24,723 ) ​ Benefits paid ​ ( 21,264 ) ​ ( 21,264 ) ​ Actuarial gain ​ ( 58,156 ) ​ — ​ Currency translation loss ​ ( 4,822 ) ​ ( 5,602 ) ​ Fair value as of December 28, 2024 ​ $ 414,657 ​ $ 461,177 ​ $ 46,520 ​ The actuarial gain decreased the PBO and resulted primarily from an increase in the discount rate from 4.50 % in fiscal 2023 to 5.50 % in fiscal 2024. 65 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 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 gain ​ 23,488 ​ 25,612 ​ Fair value as of December 30, 2023 ​ $ 477,763 ​ $ 493,167 ​ $ 15,404 ​ The actuarial loss contributed to an increase in the PBO, primarily due to a decrease in the discount rate from 4.80 % in fiscal 2022 to 4.50 % in fiscal 2023. The pre-tax amounts recognized in AOCI as of December 28, 2024 and December 30, 2023 included actuarial losses, as follows: ​ ​ ​ ​ 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 ) Actuarial gain ​ 10,888 Amortization of prior service costs ​ 512 Amortization of net actuarial loss ​ ​ 1,537 Currency translation gain ​ 862 Balance as of December 28, 2024 ​ $ ( 75,352 ) ​ The weighted-average actuarial assumptions used to determine the benefit obligation as of December 28, 2024 and December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Discount rate 5.50 % ​ 4.50 % Consumer Price Index ("CPI") inflation 2.40 % ​ 2.25 % Retail Price Index ("RPI") inflation 3.20 % ​ 3.05 % ​ Cost (Benefit) The pension cost (benefit) is determined based on the annual service cost (the actuarial cost of benefits earned during the period) and the interest cost on those liabilities, adjusted for the expected return on plan assets. The interest cost is calculated using the full yield curve approach, applying specific spot rates along the yield curve to estimate the present value of the pension obligations relevant to cash outflows for the corresponding year. The expected long-term rate of return on plan assets is applied to their fair value. Differences between actual experience and assumptions are not recognized in net earnings immediately; instead, they are deferred and, if necessary, amortized as pension costs. 66 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The components of the net periodic pension cost for the fiscal years ended December 28, 2024 and December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Interest cost ​ $ 21,136 ​ $ 21,555 Expected return on plan assets ​ ( 22,545 ) ​ ( 21,804 ) Amortization of prior service costs ​ 512 ​ 498 Amortization of net actuarial loss ​ 1,537 ​ — Net periodic pension cost ​ $ 640 ​ $ 249 ​ For the fiscal years ended December 28, 2024 and December 30, 2023, the weighted-average actuarial assumptions used to determine the net periodic pension cost were: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 Discount rate for benefit obligations 4.50 % ​ 4.80 % Discount rate for interest cost ​ 4.50 % ​ 4.90 % Expected return on plan assets 5.05 % ​ 4.85 % CPI inflation 2.25 % ​ 2.35 % RPI inflation 3.05 % ​ 3.25 % ​ The discount rate is based on the yields of AA-rated corporate bonds with maturities similar to the pension liabilities. The expected return on plan assets considers the asset allocation mix and historical returns, factoring in current and anticipated market conditions. The expected return increased from 4.85 % to 5.05 % for fiscal 2024, reflecting the continued shift toward more liability-matching assets. Inflation estimates are based on expected changes in the U.K.’s CPI or RPI, depending on the relevant plan provisions. Cash Contributions In fiscal 2022, the Company completed negotiations with Plan trustees regarding annual funding. The annual contributions to the Plan are approximately £ 13,100 ($ 16,700 ) as part of the Plan’s recovery plan, plus approximately £ 1,900 ($ 2,500 ) annually for administrative costs. Benefit Payments The expected pension benefit payments for the fiscal years 2025 through 2034 are as follows: ​ ​ ​ ​ 2025 $ 21,626 2026 ​ 22,254 2027 ​ 22,883 2028 ​ 23,637 2029 ​ 24,266 2030 - 2034 ​ 133,022 ​ Asset Allocation Strategy The investment strategy for the pension plan assets is to maintain a diversified portfolio that includes: ● Long-term fixed-income securities that are either investment grade or government ‑ backed, ● Common stock mutual funds for U.K. and non-U.K. companies, and ● Diversified growth funds that invest across various asset classes, including common stock, fixed income, real estate, and commodities. 67 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) As required by U.K. law, the Plan has an independent trustee responsible for setting the investment policy. The general strategy is to allocate approximately 50 % of the Plan’s assets in common stock mutual funds and diversified growth funds, with the remaining assets 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 these matters. The pension plan investments are held in a trust, and as of December 28, 2024, the weighted-average maturity of the corporate bond portfolio was 12 years . On March 26, 2024, the Trustees of the Plan entered into an agreement with a large U.K. insurance company to purchase a bulk annuity insurance policy (“arrangement”) as an investment asset. Such arrangement is commonly referred to as a “pension buy-in” and provides the Plan with a monthly contractual payment stream to satisfy pension obligations payable to approximately 15 % of total plan participants. The arrangement does not relieve the Plan or the Company (as plan sponsor) of the primary responsibility for the pension obligations. The Plan purchased the arrangement for £ 70,865 ($ 90,800 ) and recorded it at fair value. Fair Value Measurements The pension plan assets are valued at fair value. Below is a description of the valuation methodologies used for investments measured at fair value, categorized according to the valuation hierarchy: ● Temporary Cash Investment s : Comprising British pounds, these investments are reported in U.S. dollars based on readily available currency exchange rates and are classified as Level 1 investments. ● Bulk Annuity Insurance Policy: The initial value of the bulk annuity insurance policy is equal to the premium paid to secure it. This value is adjusted each reporting period based on changes in interest rates, discount rates, and benefits paid. Since the valuation of this asset involves significant judgment and lacks observable market inputs, the buy-in contract is classified as Level 3 in the fair value hierarchy. ● Leveraged Inflation-Linked Gilt Funds: These investments combine U.K. government-backed securities, money market instruments, and derivatives to provide leveraged exposure to changes in long-term interest and inflation rates. Their fair value is calculated using net asset value (“NAV”). ● Corporate Bonds: Fixed-income securities issued by U.K. corporations, valued at NAV. ● Corporate Stock: Common and preferred stocks, including mutual funds, from both U.K. and non-U.K. corporations, valued at NAV. ● Secured Income Asset Funds: Investments with a high expected inflation linkage, relying on asset valuations developed by fund managers using market multiples, market transactions of comparable companies, and other methods. The fair value is calculated using NAV. 68 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) As of December 28, 2024 and December 30, 2023, the pension plan assets measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using: ​ ​ ​ December 28, 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Plan assets at fair value: ​ ​ ​ ​ Temporary cash investments ​ $ 8,927 ​ $ — ​ $ — ​ $ 8,927 Bulk annuity insurance policy ​ ​ — ​ ​ — ​ ​ 82,856 ​ ​ 82,856 Total plan net assets at fair value ​ $ 8,927 ​ $ — ​ $ 82,856 ​ $ 91,783 Plan assets at NAV: ​ ​ ​ ​ Leveraged inflation-linked gilt funds ​ ​ ​ ​ ​ ​ 146,601 Corporate bonds ​ ​ ​ ​ ​ ​ 33,318 Corporate stock ​ ​ ​ ​ ​ ​ 73,426 Secured income asset funds ​ ​ ​ ​ ​ ​ 116,049 Total plan assets at NAV ​ ​ ​ ​ ​ ​ 369,394 Total plan assets ​ ​ ​ ​ ​ ​ $ 461,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ Changes in the Company’s Level 3 plan assets, which were recorded in other comprehensive income (loss), included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, 2023 ​ Net Realized and Unrealized Gains (Losses) ​ Net Purchases, Issuances, and Settlements ​ ​ Net Transfers Into (Out of) Level 3 ​ ​ Currency Impact ​ December 28, 2024 Bulk annuity insurance policy ​ $ — ​ $ ( 3,074 ) ​ $ 87,445 ​ $ — ​ $ ( 1,515 ) ​ $ 82,856 Total Level 3 investments ​ $ — ​ $ ( 3,074 ) ​ $ 87,445 ​ $ — ​ $ ( 1,515 ) ​ $ 82,856 ​ (19) LEASES The Company is a lessee in noncancellable operating leases for plant locations, corporate and sales offices, and certain equipment. The Company does not have any finance leases. At the inception of a contract, or when an existing contract is modified, the Company determines if the arrangement constitutes a lease based on whether it conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from, and has the ability to direct the use of, the asset. At lease commencement, the Company recognizes a lease liability and a ROU asset, based on the present value of lease payments over the lease term. ROU assets represent the right to use the underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments. The Company uses its collateralized incremental borrowing rate to calculate the present value of future lease payments. ROU assets are adjusted for any lease payments, incentives, or impairments. Lease costs are recognized on a straight-line basis over the lease term. 69 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The Company has elected not to s eparate lease and non-lease components in all asset classes and does not recognize ROU assets and lease liabilities for short-term leases with a term of 12 months or less. As of December 28, 2024, the remaining terms of the Company’s operating leases range from one year to twenty-two years , with certain leases offering renewal options of up to ten years . For facilities where lease terms include renewal options that are reasonably certain to be exercised, the extended term is included in the lease term. The following table provides supplemental balance sheet information related to operating leases as of December 28, 2024 and December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance ​ December 28, ​ December 30, ​ ​ Sheets location ​ 2024 2023 Operating lease ROU assets Other non-current assets ​ $ 146,916 ​ $ 171,616 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease liabilities Other accrued expenses ​ 22,446 ​ 19,553 Long-term operating lease liabilities Operating lease liabilities ​ 134,534 ​ 162,743 Total operating lease liabilities ​ ​ ​ $ 156,980 ​ $ 182,296 ​ Lease costs and other information related to the Company’s operating leases as of and for the fiscal years ended December 28, 2024 and December 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 ​ 2023 Operating lease cost ​ $ 30,154 ​ $ 33,714 ​ ​ ​ ​ ​ ​ ​ Operating cash outflows from operating leases ​ $ 29,603 ​ $ 34,967 ROU assets obtained in exchange for lease liabilities ​ ​ 10,613 ​ ​ 25,688 Weighted-average remaining lease term ​ ​ 13 yrs ​ 16 yrs Weighted-average discount rate ​ ​ 4.6 % ​ 4.4 % ​ Operating lease cost includes approximately $ 1,800 for short-term lease costs and approximately $ 5,900 for variable lease payments in fiscal 2024. Maturities of operating lease liabilities as of December 28, 2024 were as follows: ​ ​ ​ ​ 2025 ​ $ 28,982 2026 ​ 25,062 2027 ​ 19,934 2028 ​ 15,658 2029 ​ 12,384 Thereafter ​ 111,078 Total lease payments ​ ​ 213,098 Less: Present value adjustment ​ ​ 56,118 Present value of lease liabilities ​ $ 156,980 ​ (20) BUSINESS SEGMENTS The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The CODM uses operating income as the profit measure to evaluate segment performance and allocate resources across segments. Segment selling, general, and administrative expenses include certain corporate expense allocations, typically based on employee headcounts and sales volumes. For segment reporting purposes, the Company excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes from operating income. The accounting policies for the reportable segments are consistent with those described in Note 1. 70 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The 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 and transportation, and telecommunications, along with coatings services to protect metal products. Agriculture : This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture. Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022. In the fourth quarter of fiscal 2024, the Company renamed its Transmission, Distribution, and Substation product line to the Utility product line. In fiscal 2024, the Company realigned management's reporting structure for certain composite structure sales and, accordingly, revised its presentation of sales across product lines to reflect how the product is currently managed. The reporting for fiscal years 2023 and 2022 was adjusted to conform to the 2024 presentation. As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $ 47,902 and $ 32,533 for fiscal 2023 and fiscal 2022, respectively. Summary by Business Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 28, 2024 ​ ​ Infrastructure Agriculture Consolidated Sales ​ $ 3,008,576 $ 1,083,708 $ 4,092,284 Intersegment sales ​ ​ ( 10,195 ) ​ ​ ( 7,055 ) ​ ​ ( 17,250 ) Net sales ​ ​ 2,998,381 ​ ​ 1,076,653 ​ ​ 4,075,034 Cost of sales ​ ​ 2,094,645 ​ ​ 739,177 ​ ​ 2,833,822 Gross profit ​ ​ 903,736 ​ ​ 337,476 ​ ​ 1,241,212 Selling, general, and administrative expenses (a) ​ ​ 406,596 ​ ​ 199,140 ​ ​ 605,736 Segment operating income ​ $ 497,140 ​ $ 138,336 ​ ​ 635,476 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 110,892 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 524,584 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 30, 2023 ​ ​ Infrastructure Agriculture Consolidated Sales ​ $ 3,010,067 $ 1,182,223 $ 4,192,290 Intersegment sales ​ ​ ( 10,430 ) ​ ​ ( 7,262 ) ​ ​ ( 17,692 ) Net sales ​ ​ 2,999,637 ​ ​ 1,174,961 ​ ​ 4,174,598 Cost of sales ​ ​ 2,157,556 ​ ​ 781,008 ​ ​ 2,938,564 Gross profit ​ ​ 842,081 ​ ​ 393,953 ​ ​ 1,236,034 Selling, general, and administrative expenses (a) ​ ​ 424,997 ​ ​ 230,729 ​ ​ 655,726 Impairment of goodwill and other intangible assets ​ ​ 3,571 ​ ​ 137,273 ​ ​ 140,844 Realignment charges ​ ​ 17,260 ​ ​ 9,101 ​ ​ 26,361 Segment operating income ​ $ 396,253 ​ $ 16,850 ​ ​ 413,103 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 112,697 Corporate realignment charges ​ ​ ​ ​ ​ ​ ​ ​ 8,849 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 291,557 ​ 71 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 31, 2022 ​ ​ Infrastructure Agriculture ​ Other Consolidated Sales ​ $ 2,928,419 $ 1,346,672 ​ $ 100,219 $ 4,375,310 Intersegment sales ​ ​ ( 18,673 ) ​ ​ ( 11,387 ) ​ ​ — ​ ​ ( 30,060 ) Net sales ​ ​ 2,909,746 ​ ​ 1,335,285 ​ ​ 100,219 ​ ​ 4,345,250 Cost of sales ​ ​ 2,173,135 ​ ​ 953,492 ​ ​ 92,399 ​ ​ 3,219,026 Gross profit ​ ​ 736,611 ​ ​ 381,793 ​ ​ 7,820 ​ ​ 1,126,224 Selling, general, and administrative expenses (a) ​ ​ 382,112 ​ ​ 202,530 ​ ​ 5,561 ​ ​ 590,203 Segment operating income ​ $ 354,499 ​ $ 179,263 ​ $ 2,259 ​ ​ 536,021 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 102,772 Total operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 433,249 (a) Selling, general, and administrative expenses for each reportable segment includes compensation, certain allocated overhead expenses including information technology and enterprise resource planning, commissions, incentives, depreciation and amortization expense, and research and development. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 28, 2024 ​ ​ Infrastructure Agriculture Intersegment Consolidated Geographical market: ​ ​ ​ ​ ​ North America ​ $ 2,348,250 ​ $ 570,517 ​ $ ( 17,045 ) ​ $ 2,901,722 International ​ 660,326 ​ 513,191 ​ ( 205 ) ​ 1,173,312 Total sales ​ $ 3,008,576 ​ $ 1,083,708 ​ $ ( 17,250 ) ​ $ 4,075,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ Utility ​ $ 1,368,333 ​ $ — ​ $ — ​ $ 1,368,333 Lighting and Transportation ​ 884,128 ​ — ​ — ​ 884,128 Coatings ​ 353,739 ​ — ​ ( 9,992 ) ​ 343,747 Telecommunications ​ 250,770 ​ — ​ — ​ 250,770 Solar ​ 151,606 ​ — ​ ( 203 ) ​ 151,403 Irrigation Equipment and Parts ​ — ​ 985,840 ​ ( 7,055 ) ​ 978,785 Technology Products and Services ​ — ​ 97,868 ​ — ​ 97,868 Total sales ​ $ 3,008,576 ​ $ 1,083,708 ​ $ ( 17,250 ) ​ $ 4,075,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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: ​ ​ ​ ​ Utility ​ $ 1,291,670 ​ $ — ​ $ — ​ $ 1,291,670 Lighting and Transportation ​ 916,170 ​ — ​ — ​ 916,170 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 ​ 72 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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: ​ ​ ​ ​ ​ Utility ​ $ 1,217,193 ​ $ — ​ $ — ​ $ — ​ $ 1,217,193 Lighting and Transportation ​ 907,929 ​ — ​ — ​ — ​ 907,929 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 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 EARNINGS BEFORE INCOME TAXES AND EQUITY IN LOSS OF NONCONSOLIDATED SUBSIDIARIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ $ 497,140 ​ $ 396,253 ​ $ 354,499 Agriculture ​ 138,336 ​ 16,850 ​ 179,263 Other ​ ​ — ​ ​ — ​ ​ 2,259 Total segment operating income ​ ​ 635,476 ​ ​ 413,103 ​ ​ 536,021 Unallocated corporate expenses ​ ( 110,892 ) ​ ( 121,546 ) ​ ( 102,772 ) Total operating income ​ 524,584 ​ 291,557 ​ 433,249 Net interest expense ​ ( 51,539 ) ​ ( 50,578 ) ​ ( 45,519 ) Other income (expenses) ​ ( 4,364 ) ​ ( 4,527 ) ​ ( 23,842 ) Earnings before income taxes and equity in loss of nonconsolidated subsidiaries ​ $ 468,681 ​ $ 236,452 ​ $ 363,888 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 ASSETS: ​ ​ Infrastructure ​ $ 2,181,345 ​ $ 2,249,132 Agriculture ​ 876,486 ​ 978,590 Total segment assets ​ ​ 3,057,831 ​ ​ 3,227,722 Unallocated corporate assets ​ 272,141 ​ 249,726 Total assets ​ $ 3,329,972 ​ $ 3,477,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 CAPITAL EXPENDITURES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 65,017 $ 68,295 $ 53,228 Agriculture ​ 11,537 ​ 10,890 ​ 32,886 Total segment capital expenditures ​ ​ 76,554 ​ ​ 79,185 ​ ​ 86,114 Unallocated corporate capital expenditures ​ 2,897 ​ 17,586 ​ 7,174 Total capital expenditures ​ $ 79,451 ​ $ 96,771 ​ $ 93,288 ​ 73 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 DEPRECIATION AND AMORTIZATION: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ $ 65,717 ​ $ 64,654 ​ $ 62,398 Agriculture ​ 20,606 ​ 23,409 ​ 23,681 Other ​ ​ — ​ ​ — ​ ​ 1,393 Total segment depreciation and amortization expense ​ ​ 86,323 ​ ​ 88,063 ​ ​ 87,472 Unallocated corporate depreciation and amortization expense ​ 9,072 ​ 10,645 ​ 9,695 Total depreciation and amortization expense ​ $ 95,395 ​ $ 98,708 ​ $ 97,167 ​ Summary by Geographical Area by Location of Valmont Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 2023 2022 NET SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 2,856,033 ​ $ 2,860,951 ​ $ 2,965,673 Australia ​ 310,096 ​ 313,075 ​ 292,072 Brazil ​ 200,946 ​ 311,367 ​ 354,497 Other ​ 707,959 ​ 689,205 ​ 733,008 Total net sales ​ $ 4,075,034 ​ $ 4,174,598 ​ $ 4,345,250 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ ​ 2024 2023 LONG-LIVED ASSETS: ​ ​ United States ​ $ 1,117,631 ​ $ 1,116,962 Australia ​ 89,415 ​ 103,847 Other ​ 439,534 ​ 469,010 Total long-lived assets ​ $ 1,646,580 ​ $ 1,689,819 ​ No single customer accounted for more than 10% of net sales in fiscal 2024, 2023, or 2022. Geographical net sales are based on the location of the facility generating them and excludes sales to other operating units within the Company. In fiscal 2024, Australia contributed approximately 8 % of the Company’s net sales, Brazil contributed approximately 5 %, and no other foreign country accounted more than 4%. Operating income by business segment is calculated as net sales minus identifiable operating expenses and allocations, and it includes profits from sales to other operating units of the Company. Long-lived assets include 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 the facilities. ​ ​ 74 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.