Edgar Filing: VALMONT INDUSTRIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


(Mark One)
ý		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 2011
Or
o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-31429

Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		47-0351813 (I.R.S. Employer Identification No.)
One Valmont Plaza, Omaha, Nebraska (Address of principal executive offices)		68154-5215 (Zip Code)
402-963-1000 (Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

26,428,678
Outstanding shares of common stock as of July 20, 2011

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 25, 2011 and June 26, 2010	3
	Condensed Consolidated Balance Sheets as of June 25, 2011 and December 25, 2010	4
	Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 25, 2011 and June 26, 2010	5
	Condensed Consolidated Statements of Shareholders' Equity for the twenty-six weeks ended June 25, 2011 and June 26, 2010	6
	Notes to Condensed Consolidated Financial Statements	7-25
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26-35
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
Signatures		37

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(Unaudited)

		Thirteen Weeks Ended						Twenty-six Weeks Ended

		June 25, 2011			June 26, 2010			June 25, 2011			June 26, 2010
Product sales		$	589,208		$	448,007		$	1,090,376		$	787,827
Services sales			79,401			33,552			146,182			61,134

	Net sales		668,609			481,559			1,236,558			848,961
Product cost of sales			447,167			332,290			832,167			580,933
Services cost of sales			53,460			20,623			99,916			38,652

	Cost of sales		500,627			352,913			932,083			619,585

	Gross profit		167,982			128,646			304,475			229,376
Selling, general and administrative expenses			99,363			91,345			190,555			160,425

	Operating income		68,619			37,301			113,920			68,951

Other income (expenses):
	Interest expense		(10,783	)		(8,429	)		(19,044	)		(14,391	)
	Interest income		2,001			1,092			3,778			1,448
	Other		504			47			894			(30	)

			(8,278	)		(7,290	)		(14,372	)		(12,973	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries			60,341			30,011			99,548			55,978

Income tax expense (benefit):
	Current		24,533			17,252			37,037			23,958
	Deferred		(10,982	)		(5,570	)		(10,198	)		(2,830	)

			13,551			11,682			26,839			21,128

Earnings before equity in earnings of nonconsolidated subsidiaries			46,790			18,329			72,709			34,850
Equity in earnings of nonconsolidated subsidiaries			1,201			805			2,155			919

	Net earnings		47,991			19,134			74,864			35,769

Less: Earnings attributable to noncontrolling interests			(2,164	)		(2,019	)		(3,428	)		(2,191	)

	Net earnings attributable to Valmont Industries, Inc.		45,827		$	17,115			71,436		$	33,578

Earnings per share attributable to Valmont Industries, Inc.—Basic		$	1.74		$	0.66		$	2.72		$	1.29

Earnings per share attributable to Valmont Industries, Inc.—Diluted		$	1.72		$	0.65		$	2.69		$	1.27

Cash dividends per share		$	0.180		$	0.165		$	0.345		$	0.315

Weighted average number of shares of common stock outstanding—Basic (000 omitted)			26,333			26,087			26,302			26,059

Weighted average number of shares of common stock outstanding—Diluted (000 omitted)			26,585			26,448			26,561			26,434

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

			June 25, 2011			December 25, 2010

ASSETS
Current assets:
	Cash and cash equivalents		$	326,790		$	346,904
	Receivables, net			453,066			410,566
	Inventories			366,185			280,223
	Prepaid expenses and other current assets			30,862			23,806
	Refundable and deferred income taxes			34,850			32,727

		Total current assets		1,211,753			1,094,226

Property, plant and equipment, at cost				906,706			865,287
	Less accumulated depreciation and amortization			458,689			425,678

		Net property, plant and equipment		448,017			439,609

Goodwill				322,350			314,847
Other intangible assets, net				182,740			185,535
Other assets				58,420			56,526

		Total assets	$	2,223,280		$	2,090,743

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	272		$	238
	Notes payable to banks			11,415			8,824
	Accounts payable			223,948			179,814
	Accrued employee compensation and benefits			65,841			75,981
	Accrued expenses			75,427			77,705
	Income tax payable			13,740			—
	Dividends payable			4,757			4,352

		Total current liabilities		395,400			346,914

Deferred income taxes				86,606			89,922
Long-term debt, excluding current installments				489,130			468,596
Defined benefit pension liability				100,069			104,171
Deferred compensation				31,130			23,300
Other noncurrent liabilities				45,118			47,713
Shareholders' equity:
	Preferred stock Authorized 500,000 shares; none issued			—			—
	Common stock of $1 par value Authorized 75,000,000 shares; 27,900,000 issued			27,900			27,900
	Retained earnings			927,712			850,269
	Accumulated other comprehensive income			91,259			63,645
	Treasury stock			(25,288	)		(25,922	)

		Total Valmont Industries, Inc. shareholders' equity		1,021,583			915,892

	Noncontrolling interest in consolidated subsidiaries			54,244			94,235

		Total shareholders'equity		1,075,827			1,010,127

		Total liabilities and shareholders' equity	$	2,223,280		$	2,090,743

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

					Twenty-six Weeks Ended

					June 25, 2011			June 26, 2010
Cash flows from operating activities:
	Net earnings				$	74,864		$	35,769
	Adjustments to reconcile net earnings to net cash flow from operations:
		Depreciation and amortization				35,870			24,580
		Stock-based compensation				2,618			3,168
		Defined benefit pension plan expense				2,962			—
		Contribution to defined benefit pension plan				(10,086	)		—
		Loss (gain) on sale of assets				(239	)		123
		Equity in earnings of nonconsolidated subsidiaries				(2,155	)		(919	)
		Deferred income taxes				(10,198	)		(2,830	)
		Other				—			19
		Changes in assets and liabilities, net of the effects of acquisitions:
			Receivables			(31,063	)		(32,071	)
			Inventories			(78,956	)		(6,110	)
			Prepaid expenses			(5,628	)		61
			Accounts payable			38,894			11,386
			Accrued expenses			(9,474	)		1,669
			Other noncurrent liabilities			(4,402	)		7,896
			Income taxes payable/refundable			16,908			11,241

				Net cash flows from operating activities		19,915			53,982

Cash flows from investing activities:
	Purchase of property, plant and equipment					(27,911	)		(11,025	)
	Proceeds from sale of assets					2,455			96
	Acquisitions, net of cash acquired					(1,539	)		(245,310	)
	Other, net					1,948			1,516

				Net cash flows from investing activities		(25,047	)		(254,723	)

Cash flows from financing activities:
	Net borrowings (payments) under short-term agreements					2,160			(2,148	)
	Proceeds from long-term borrowings					187,770			491,000
	Principal payments on long-term obligations					(167,230	)		(133,228	)
	Purchase of noncontrolling interest					(25,253	)		—
	Settlement of financial derivative					(3,568	)		—
	Dividends paid					(8,710	)		(7,892	)
	Dividends to noncontrolling interests					(4,958	)		(3,477	)
	Debt issuance costs					(1,284	)		(3,858	)
	Proceeds from exercises under stock plans					16,933			3,197
	Excess tax benefits from stock option exercises					2,533			1,216
	Purchase of treasury shares					(4,802	)		(877	)
	Purchase of common treasury shares—stock plan exercises					(18,443	)		(1,961	)

				Net cash flows from financing activities		(24,852	)		341,972

Effect of exchange rate changes on cash and cash equivalents						9,870			(7,644	)

Net change in cash and cash equivalents						(20,114	)		133,587
Cash and cash equivalents—beginning of year						346,904			180,786

Cash and cash equivalents—end of period					$	326,790		$	314,373

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

(Unaudited)

			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Noncontrolling interest in consolidated subsidiaries			Total shareholders' equity

Balance at December 26, 2009			$	27,900	$	—		$	767,398		$	16,953		$	(25,990	)	$	22,046		$	808,307
Comprehensive income:
	Net earnings			—		—			33,578			—			—			2,191			35,769
	Currency translation adjustment			—		—			—			(30,466	)		—			(4,189	)		(34,655	)

		Total comprehensive income		—		—			—			—			—			—			1,114
Cash dividends ($0.315 per share)				—		—			(8,293	)		—			—			—			(8,293	)
Dividends to noncontrolling interests				—		—			—			—			—			(3,477	)		(3,477	)
Purchase of noncontrolling interest				—		(1,875	)		—			—			—			(1,520	)		(3,395	)
Acquisition of Delta plc				—		—			—			—			—			79,529			79,529
Purchase of 12,351 treasury shares				—		—			—			—			(877	)		—			(877	)
Stock options exercised; 72,075 shares issued				—		(2,509	)		3,114			—			2,668			—			3,273
Stock plan exercises; 27,230 shares purchased				—		—			—			—			(1,961	)		—			(1,961	)
Tax benefit from exercise of stock options				—		1,216			—			—			—			—			1,216
Stock option expense				—		2,457			—			—			—			—			2,457
Stock awards; 9,088 shares issued				—		711			—			—			650			—			1,361

Balance at June 26, 2010			$	27,900	$	—		$	795,797		$	(13,513	)	$	(25,510	)	$	94,580		$	879,254

Balance at December 25, 2010			$	27,900	$	—		$	850,269		$	63,645		$	(25,922	)	$	94,235		$	1,010,127
Comprehensive income:
	Net earnings			—		—			71,436			—			—			3,428			74,864
	Currency translation adjustment			—		—			—			31,182			—			2,860			34,042
	Loss on cash flow hedge			—		—			—			(3,568	)		—			—			(3,568	)

		Total comprehensive income		—		—			—			—			—			—			105,338
Cash dividends ($0.18 per share)				—		—			(9,115	)		—			—			—			(9,115	)
Dividends to noncontrolling interests				—		—			—			—			—			(4,958	)		(4,958	)
Purchase of noncontrolling interest				—		16,592			—			—			—			(41,845	)		(25,253	)
Acquisitions				—		—			—			—			—			524			524
Purchase of 53,847 treasury shares				—		—			—			—			(4,802	)		—			(4,802	)
Stock options exercised; 263,407 shares issued				—		(21,743	)		15,122			—			23,554			—			16,933
Stock plan exercises; 168,573 shares purchased				—		—			—			—			(18,443	)		—			(18,443	)
Tax benefit from exercise of stock options				—		2,533			—			—			—			—			2,533
Stock option expense				—		2,467			—			—			—			—			2,467
Stock awards; 2,992 shares issued				—		151			—			—			325			—			476

Balance at June 25, 2011			$	27,900	$	—		$	927,712		$	91,259		$	(25,288	)	$	54,244		$	1,075,827

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheet as of June 25, 2011, the Condensed Consolidated Statements of Operations for the thirteen and twenty-six week periods ended June 25, 2011 and June 26, 2010, the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the twenty-six week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of June 25, 2011 and for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2010. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 25, 2010. The results of operations for the periods ended June 25, 2011 are not necessarily indicative of the operating results for the full year.

Inventories

At June 25, 2011, approximately 37% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value was approximately $54,400 and $42,500 at June 25, 2011 and December 25, 2010, respectively.

Inventories consisted of the following:

	June 25, 2011		December 25, 2010

Raw materials and purchased parts	$	187,897	$	133,380
Work-in-process		33,529		25,891
Finished goods and manufactured goods		199,155		163,511

Subtotal		420,581		322,782
LIFO reserve		54,396		42,559

Net inventory	$	366,185	$	280,223

Stock Plans

The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

common stock. At June 25, 2011, 856,165 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

Under the plans, the exercise price of each option equals the market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. Expiration of grants is from six to ten years from the date of grant. The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock option for the thirteen and twenty-six weeks ended June 25, 2011 and June 26, 2010, respectively, were as follows:

	Thirteen Weeks Ended June 25, 2011		Thirteen Weeks Ended June 26, 2010		Twenty-six Weeks Ended June 25, 2011		Twenty-six Weeks Ended June 26, 2010

Compensation expense	$	1,215	$	1,229	$	2,467	$	2,457
Income tax benefits		468		467		950		934

Fair Value

The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements ("ASC 820") which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

•: Level 1: Quoted market prices in active markets for identical assets or liabilities.
•: Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
•: Level 3: Unobservable inputs that are not corroborated by market data.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

				Fair Value Measurement Using:

		Carrying Value June 25, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
	Trading Securities	$	19,361	$	19,361	$	—	$	—

				Fair Value Measurement Using:

		Carrying Value December 25, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
	Trading Securities	$	18,433	$	18,433	$	—	$	—

Accumulated Other Comprehensive Income (Loss)

Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. "Accumulated other comprehensive income (loss)" consisted of the following at June 25, 2011 and December 25, 2010:

	June 25, 2011			December 25, 2010

Foreign currency translation adjustment	$	64,810		$	34,693
Actuarial gain in defined benefit pension plan		30,017			28,952
Loss on cash flow hedge		(3,568	)		—

	$	91,259		$	63,645

Derivative Instrument

During the second quarter of 2011, the Company executed a contract to lock in the treasury rate related to the issuance of the $150,000 of principal amount of senior notes due in 2020. The contract, for a notional amount of $130,000, was executed to hedge the risk of potential fluctuations in the treasury rates which would change the amount of net proceeds received from the debt offering. As the benchmark rate component of the fixed rate debt issuance and the cash flow hedged risk is based on that same benchmark, this was deemed an effective hedge at inception. On June 8, 2011, this contract was settled with the Company paying approximately $3,568 to the counterparty. As such, the Company has recorded the $3,568 in accumulated other comprehensive income and will amortize this loss to interest expense as interest payments are made over the term of the debt.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220), requiring entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. Reclassification adjustments between net income and other comprehensive income must be shown on the face of the statement(s), with no resulting change in net earnings. ASU 2011-05 is effective for statements issued by the Company after January 1, 2012. The Company will provide the required financial reporting presentation upon the effective date.

2. Acquisitions

On May 12, 2010, the Company acquired Delta, plc. ("Delta") a public limited company incorporated in Great Britain, and listed on the London Stock Exchange (LSE: DLTA). The price paid per share was 185 pence in cash for each Delta share, or £284,463, or $436,736 based on the contracted average exchange rate of $1.5353 / £. Delta has manufacturing operations employing over 2,500 people in Australia, Asia, South Africa and the United States. Delta's businesses include engineered steel products, galvanizing services and manganese materials.

The Company's pro forma results of operations for the thirteen and twenty-six weeks ended June 26, 2010, assuming that the acquisition occurred at the beginning of fiscal 2010 was as follows:

	Thirteen Weeks Ended June 26, 2010		Twenty-six Weeks Ended June 26, 2010

Net sales	$	545,192	$	1,041,379
Net earnings		29,578		37,985
Earnings per share—diluted	$	1.14	$	1.46

On June 24, 2011, the Company acquired the remaining 40% of Donhad Pty. Ltd. ("Donhad") we did not own for $25,253. As this transaction was the acquisition of the remaining shares of a consolidated subsidiary with no change in control, it was recorded within shareholders' equity. On June 1, 2011, the Company acquired 60% of an irrigation monitoring services company for $1,539. This acquisition did not have a significant effect on the Company's fiscal 2011 financial results.

3. Goodwill and Intangible Assets

The Company's annual impairment testing of goodwill and intangible assets was performed and completed during the third quarter of 2010. As a result of that testing, it was determined that the goodwill and other intangible assets on the Company's Condensed Consolidated Balance Sheet were not impaired. The Company continues to monitor changes in the global economy and its reporting units that could impact future operating results of its reporting units and related components.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Goodwill and Intangible Assets (Continued)

Amortized Intangible Assets

The components of amortized intangible assets at June 25, 2011 and December 25, 2010 were as follows:

	As of June 25, 2011

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	158,589	$	44,459	13 years
Proprietary Software & Database		2,609		2,609	6 years
Patents & Proprietary Technology		9,710		3,156	8 years
Non-compete Agreements		1,701		1,184	6 years

	$	172,609	$	51,408

	As of December 25, 2010

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	155,664	$	37,932	13 years
Proprietary Software & Database		2,609		2,568	6 years
Patents & Proprietary Technology		9,486		2,336	8 years
Non-compete Agreements		1,674		1,054	6 years

	$	169,433	$	43,890

Amortization expense for intangible assets for the thirteen and twenty-six weeks ended June 25, 2011 and June 26, 2010, respectively was as follows:

		Thirteen Weeks Ended June 25, 2011		Thirteen Weeks Ended June 26, 2010		Twenty-six Weeks Ended June 25, 2011		Twenty-six Weeks Ended June 26, 2010

		$3,664		$2,734		$7,196		$4,774

	Estimated Amortization Expense

2011	$	14,307
2012		14,181
2013		13,287
2014		12,864
2015		11,980

The useful lives assigned to finite-lived intangible assets included consideration of factors such as the Company's past and expected experience related to customer retention rates, the remaining legal or

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Goodwill and Intangible Assets (Continued)

contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company's expected use of the intangible asset.

Non-amortized intangible assets

Intangible assets with indefinite lives are not amortized. The carrying values of trade names at June 25, 2011 and December 25, 2010 were as follows:

	June 25, 2011		December 25, 2010

Webforge	$	17,190	$	16,478
Newmark		11,111		11,111
Ingal EPS/Ingal Civil Products		9,126		8,795
Donhad		6,884		6,635
PiRod		4,750		4,750
Industrial Galvanizers		4,803		4,632
Other		7,675		7,591

	$	61,539	$	59,992

The Company's trade names were tested for impairment separately from goodwill in the third quarter of 2010. The values of the trade names were determined using the relief-from-royalty method. Based on this evaluation, the Company determined that its trade names were not impaired.

In its determination of these intangible assets as indefinite-lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.

Goodwill

The carrying amount of goodwill as of June 25, 2011 was as follows:

	Engineered Infrastructure Products Segment		Utility Support Structures Segment		Coatings Segment		Irrigation Segment		Other		Total

Balance December 25, 2010	$	152,062	$	77,141	$	64,868	$	2,064	$	18,712	$	314,847
Acquisition		—		—		—		939		—		939
Foreign currency translation		5,294		—		710		—		560		6,564

Balance June 25, 2011	$	157,356	$	77,141	$	65,578	$	3,003	$	19,272	$	322,350

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

The Company considers all highly liquid temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the twenty-six weeks ended were as follows:

At June 25, 2011 there were 16,828 shares of outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share for the thirteen and twenty-six weeks ended June 25, 2011. At June 26, 2010 there were 455,153 of outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share for the thirteen and twenty-six weeks ended June 26, 2010.

The lending agreements include certain maintenance covenants, including financial leverage and interest coverage. The Company was in compliance with all debt covenants at June 25, 2011.

The minimum aggregate maturities of long-term debt for each of the four years following 2011 are: $334, $14,256, $262 and $275.

The Company aggregates its operating segments into four reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars.

ENGINEERED INFRASTRUCTURE PRODUCTS: This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, roadway safety and access systems applications;

UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry;

COATINGS: This segment consists of galvanizing, anodizing and powder coating services on a global basis; and

IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services for the global agricultural industry.

In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, the electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

In the fourth quarter of 2010, the Company reorganized its segment reporting structure to reflect the management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in the reportable segment structure:

Fiscal 2010 figures have been reclassified to conform to the fiscal 2011 presentation.

The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments.

On April 8, 2010, the Company issued $300,000 of senior unsecured notes at a coupon interest rate of 6.625% per annum. In June 2011, the Company issued an additional $150,000 principal amount of these notes to redeem the Senior Subordinated Notes that were issued in 2004. The notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

On May 4, 2004, the Company completed a $150,000 offering of 6⁷/8% Senior Subordinated Notes. The notes were redeemed on June 16, 2011 at a redemption price of 101.146% of the principal amount plus accrued and unpaid interest thereon. The notes were guaranteed, jointly, severally, fully and unconditionally, on a senior subordinated basis by the Guarantors.

Condensed consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended June 25, 2011

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Twenty-six Weeks Ended June 25, 2011

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended June 26, 2010

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Twenty-six Weeks Ended June 26, 2010

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six Weeks Ended June 25, 2011

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-Six Weeks Ended June 26, 2010

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management's perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company's actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include, among other things, risk factors described from time to time in the Company's reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

This discussion should be read in conjunction with the financial statements and the notes thereto, and the management's discussion and analysis, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2010.

In the fourth quarter of 2010, we reorganized our segment reporting structure to reflect our management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in our segment structure:

On May 12, 2010, we acquired Delta plc (Delta). The total amount of the acquisition was $436.7 million and was financed by a combination of cash, borrowings under our revolving credit agreement of $85.0 million and $300.0 million of senior unsecured notes.

We began consolidating Delta's financial results in our consolidated financial statements beginning on May 12, 2010. On a segment reporting basis, Delta's operations are included in our results as follows:

The increases in sales and operating income by segment attributable to a full year effect of Delta in fiscal 2011, as compared with fiscal 2010, were as follows (in millions):

On a consolidated basis, the increase in net sales in the second quarter and first half of fiscal 2011, as compared with 2010, were the result of improved sales in all reportable segments, part of which was the result of Delta's financial results being included in our consolidated financial statements for all of 2011.

For the company as a whole, without consideration of Delta sales, our second quarter and first half sales increases over 2010 were mainly due to increased unit sales volumes. On a reportable segment basis, the most significant unit sales volume increase was in the Irrigation and Utility Support Structures (Utility) segments. Sales prices overall were about 3% higher in the second quarter and first half of 2011, as compared with 2010, mainly in response to rising steel prices.

The decrease in gross profit margin (gross profit as a percent of sales) in 2011, as compared with 2010, was due to the following factors:

Selling, general and administrative (SG&A) spending for the second quarter and first half of fiscal 2011, as compared with 2010, increased due to the following factors:

These increases were somewhat offset by $11.1 million and $12.9 million, respectively, in lower acquisition and integration costs in the second quarter and first half of 2011, as compared with fiscal 2010, associated with the Delta acquisition.

On a reportable segment basis, the Irrigation and Coatings segments reported improved operating income in the second quarter and first half of 2011, as compared with 2010. Utility segment operating income for the same periods in 2011 was comparable with 2010, while the Engineered Infrastructure Products segment reported slightly lower operating income.

The increase in net interest expense in the second quarter of fiscal 2011, as compared with 2010, was mainly due to $2.8 million expensed as part of the redemption of the senior subordinated notes. This expense consisted of $1.7 million of premium paid and $1.1 million of unamortized bond issue costs. On a year-to-date basis, the increase in interest expense was also attributable to the full year effect (approximately $5.0 million) of interest expense associated with the $300 million in senior unsecured notes issued in April 2010, less $2.9 million of bank fees incurred in the first quarter of fiscal 2010 to provide the required bridge loan funding commitment for the Delta acquisition and the full impact of interest income from Delta's cash balances.

Our effective income tax rate in second quarter and first half of fiscal 2011 was lower than the same periods in 2010. This reduction was mainly due to the:

Aside from these events that are non-recurring in nature, our year-to-date effective tax rate in fiscal 2011 and 2010 would have been approximately 32.0-32.5%.

Our cash flows provided by operations were approximately $19.9 million in 2011, as compared with $54.0 million in 2010. Despite increased net earnings in 2011, as compared with 2010, increased working capital to support increased business activity in 2011 and the annual contribution to the Delta Pension Plan of $10.1 million were the main reasons for the lower operating cash flow in 2011.

The increase in net sales in the second quarter and first half of fiscal 2011 as compared with 2010 was mainly due to the Delta EIP operations and improved international sales volumes. Global lighting markets experienced weak demand, resulting in increased price competition, despite higher raw material prices. In the Lighting product line, 2011 North American sales in the second quarter and first half of the year were down slightly as compared with 2010. Market conditions in North America continue to be weak, especially in the transportation market, where funding is through federal, state and local governments. We believe sales demand in the transportation market was dampened by the lack of a long-term federal highway funding legislation and state budget deficits, as the lack of long-term funding legislation does not give the various states ample visibility to implement long-term initiatives. Furthermore, highway spending sponsored under the federal program requires the various states to provide part of required funding. Many states are in budget deficits, which may constrain their ability to access federal matching funds to implement roadway projects. Sales in other market channels helped to offset the lower transportation market sales in 2011, as compared with 2010. In Europe, sales were higher in the second quarter and first half of 2011, as compared with 2010. However, sales pricing and product mix generally were unfavorable due to weak demand, as the European economy was sluggish.

Sales in the communication structures product line were higher in the second quarter and first half of fiscal 2011, as compared with 2010. Sales were $3.6 and $3.9 million higher, respectively, in North America. Market conditions generally were more favorable in 2011 over 2010 and we believe operational improvements resulted in an improved quotation success rate in 2011, as compared with 2010. In China, sales of wireless communication structures were lower in the second quarter of 2011, as compared with 2010. Year-to-date sales, however, were higher in fiscal 2011, as compared with 2010. In 2010, annual supply contracts with Chinese wireless carriers were settled later than in the past and 2011 was more in line with what we believe is a more normal demand pattern.

Operating income for the segment was slightly lower in the second quarter and first half of fiscal 2011, as compared with 2010. While operating income was enhanced by the addition of the Delta operations, the impact of rising raw material costs and very competitive pricing conditions in most of our markets hampered operating income for the segment, included LIFO expense that was $1.6 million higher in the first half of fiscal 2011 than in 2010. The impact of lower North America sales on operating profit was mitigated to an extent by factory operational improvements. The operating income effect of the increased sales associated with the Delta operations was relatively minor, as we are experiencing generally increased sales pricing competition, including that from outside Australia resulting from the stronger Australian dollar. The increase in SG&A expense in fiscal 2011 was mainly due to the acquisition of the Delta operations ($4.5 million and $14.3 million, respectively), offset to a degree by lower spending levels in North America and Asia.

In the Utility segment, the sales increases in the second quarter and first half of fiscal 2011, as compared with 2010, were due to improved unit sales volumes in the U.S., offset to a degree by lower sales volumes in international markets. In U.S. markets, electrical utility companies are increasing their investment in the electrical grid over a relatively slow 2010. The sales pricing environment is slowly improving but continues to be very competitive, which is reflective of market conditions in 2010 when certain utility structures projects were bid out. In international markets, the sales decrease was mainly due to lower project sales into emerging markets and lower sales volumes in China.

Operating income was slightly higher in the second quarter of fiscal 2011, as compared with 2010 while year-to-date segment operating in 2011 was essentially the same as 2010. Gross profit margins were negatively affected by the competitive pricing environment in North America and higher steel

costs, which mitigated the effect of higher sales volumes on operating income. SG&A expenses for the segment in fiscal 2011 were slightly higher than in 2010, mainly due to increased employee incentives.

Net sales in the Coatings segment increased in fiscal 2011, as compared with 2010. Aside from the effect from the galvanizing operations acquired in the Delta transaction, the sales increase for the segment was due to stronger unit sales demand in our operations. We believe this increase in sales volume is reflective of an overall stronger U.S. economy, especially among agricultural equipment manufacturers.

The increase in segment operating income in fiscal 2011, as compared with 2010, was due to the effect of the acquired Delta businesses, improved sales volume and the associated operating leverage. SG&A expenses for the segment in the second quarter and first half of 2011 were higher than the comparable periods in 2010, mainly due to the effect of the Delta businesses ($2.9 million and $7.6 million, respectively).

Irrigation segment net sales in fiscal 2011 improved over 2010, mainly due to stronger sales volumes in both North American and international markets. In global markets, the sales growth was due to a very strong agricultural economy. Farm commodity prices are very favorable and net farm income is projected to be strong in 2011. In addition, weather conditions in North America in 2011 were generally drier than 2010, further enhancing demand for irrigation machines and related service parts. In international markets, the sales improvement in fiscal 2011, as compared with 2010, was realized in most markets, particularly Australia and Brazil.

Operating income for the segment improved in 2011 over 2010, due to improved sales unit volumes in North America and the associated operational leverage. Rising raw material prices resulted in $3.1 million in increased LIFO expense in the first half of 2011, as compared with 2010, which negatively affected gross profit margins. SG&A expenses increased mainly due to employee compensation costs to support the increase in sales activity and future initiatives ($1.7 million and $2.4 million, respectively) and increased employee incentives due to improved operating performance in 2011 ($0.8 million and $1.0 million, respectively).

This unit includes the Delta grinding media and electrolytic manganese operations and our industrial tubing and fasteners operations. The increase in sales and operating income in 2011, as compared with 2010, was mainly due to the addition of the Delta operations. The manganese dioxide operations are generally not as strong in 2011, as compared with 2010, due to competitive challenges associated with the stronger South African Rand and a weaker disposable battery market. Our Tubing operations also realized improved sales and operating income in the second quarter and first half of 2011, as compared with 2010.

The decrease in net corporate expense in the second quarter and first half of 2011, as compared with 2010 was mainly due to Delta acquisition and integration cost that were incurred in 2010 but not 2011 ($11.1 million and $12.9 million, respectively). These decreases were offset somewhat by the full year effect of Delta's administration costs ($1.1 million and $5.2 million, respectively) and higher employee incentive expense associated with improved profitability in 2011 as compared with 2010 ($2.5 million and $3.3 million, respectively).

Working Capital and Operating Cash Flows—Net working capital was $816.4 million at June 25, 2011, as compared with $747.3 million at December 25, 2010. The increase in net working capital in 2011 mainly resulted from increased inventories to support the increase in sales, especially in the Irrigation and Utility Support Structures segments. Operating cash flow was $19.9 million in fiscal 2011, as compared with $54.0 million for the same period in 2010. The decrease in operating cash flow in 2011 mainly was the result of the increase in working capital as compared with 2010 and the annual contribution we made to the Delta Pension Plan of $10.1 million in fiscal 2011. In fiscal 2010, this contribution was made before we acquired Delta.

Investing Cash Flows—Capital spending in the fiscal 2011 was $27.9 million, as compared with $11.0 million in 2010. We expect our capital spending for the 2011 fiscal year to be approximately $60 to $70 million. Investing cash flows for fiscal 2010 included $436.7 million of cash (less $198.8 million of cash acquired) for the Delta acquisition and an aggregate of $7.5 million associated with increasing our ownership interest in West Coast Engineering, Ltd. from 70% to 80% and the additional purchase price paid to the former shareholders of Stainton related to the performance of the operation after its acquisition in November 2008.

Financing Cash Flows—Our total interest-bearing debt increased from $477.7 million at December 25, 2010 to $500.8 million as of June 25, 2011. The increase in borrowings in 2011 was a seasonal increase in borrowings due to the increase in working capital in the U.S. In the second quarter of fiscal 2011, we redeemed all of our $150 million of senior subordinated notes that were due in May 2014 with the proceeds from the sale of $150 million principal amount of senior unsecured notes. The senior unsecured notes became part of a series of senior unsecured notes previously issued in April 2010. The senior unsecured notes were issued at a premium of $14.8 million in excess of the principal amount. We refinanced the senior subordinated notes to take advantage of a favorable interest-rate environment and to extend our long-term debt maturities. Financing cash flows in 2011 included approximately $25.3 million to acquire the remaining 40% of the shares of Donhad Pty. Ltd. (a manufacturer of steel grinding media serving the Australian mining industry).

We have historically funded our growth, capital spending and acquisitions through a combination of operating cash flows and debt financing. We have an internal long-term objective to maintain long-term debt as a percent of invested capital at or below 40%. At June 25, 2011, our long-term debt to invested capital ratio was 26.6%, as compared with 26.7% at December 25, 2010. Subject to our level of acquisition activity and steel industry operating conditions (which could affect the levels of inventory we need to fulfill customer commitments), we plan to maintain this ratio below 40% in 2011.

Our debt financing at June 25, 2011 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $53.0 million, $46.5 million of which was unused at June 25, 2011. Our long-term debt principally consists of:

At June 25, 2011, we had $14.0 million in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.39%, not including facility fees. These outstanding borrowings were associated with funding requirements related to the Delta acquisition. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit our additional borrowing capability under the agreement. At June 25, 2011, we had the ability to borrow an additional $246.9 million under this facility.

These debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. Our key debt covenants are that interest-bearing debt is not to exceed 3.75x EBITDA of the prior four quarters and that our EBITDA over our prior four quarters must be at least 2.50x our interest expense over the same period. At June 25, 2011, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at June 25, 2011 were as follows:

The calculation of EBITDA—last 12 months (June 26, 2010—June 25, 2011) is as follows:

Our businesses are cyclical, but we have diversity in our markets, from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs. We have not made any provision for U.S. income taxes in our financial statements on approximately $388 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Therefore, if we need to repatriate foreign cash balances to the United States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations were undistributed earnings of our foreign subsidiaries.

Other than our additional borrowings under our senior unsecured notes related to the redemption of our senior subordinated notes and revolving credit agreement related to the Delta acquisition, there have been no material changes to our financial obligations and financial commitments as described beginning on page 35 in our Form 10-K for the year ended December 25, 2010. We have future financial obligations related to (1) payment of principal and interest on interest-bearing debt, (2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations. These obligations at June 25, 2011 were as follows (in millions of dollars):

Long-term debt mainly consisted of $450.0 million principal amount of senior unsecured notes. At June 25, 2011, we had $14.0 million of outstanding borrowings under our bank revolving credit agreement. We also had various other borrowing arrangements aggregating $10.7 million at June 25, 2011. Obligations under these agreements may accelerate in event of non-compliance with covenants. The Delta pension plan contributions are related to agreed-upon cash funding commitments to the plan with the plan's trustees, which are re-negotiated in conjunction with a triennial valuation. Operating leases relate mainly to various production and office facilities and are in the normal course of business.

Unconditional purchase obligations relate to purchase orders for zinc, aluminum and steel, all of which we plan to use in 2011, and certain capital investments planned for 2011. We believe the quantities under contract are reasonable in light of normal fluctuations in business levels and we expect to use the commodities under contract during the contract period.

At June 25, 2011, we had approximately $50.0 million of various long-term liabilities related to certain income tax, environmental and other matters. These items are not scheduled above because we are unable to make a reasonably reliable estimate as to the timing of any potential payments.

There have been no changes in our off balance sheet arrangements as described on page 36 in our Form 10-K for the fiscal year ended December 25, 2010 during the fiscal quarter and year-to-date periods ended June 25, 2011.

There have been no changes in our critical accounting policies as described on pages 37-41 on our Form 10-K for the fiscal year ended December 25, 2010 during the fiscal quarter and year-to-date periods ended June 25, 2011.

There were no material changes in the company's market risk during the quarter ended June 25, 2011. For additional information, refer to the section "Risk Management" beginning on page 36 in our Form 10-K for the fiscal year ended December 25, 2010.

The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

During the second quarter, the only shares reflected above were those delivered to the Company by employees as part of stock option exercises, either to cover the purchase price of the option or the related taxes payable by the employee as part of the option exercise. The price paid per share was the market price at the date of exercise.

E. Robert Meaney, the Company's Senior Vice President and Corporate Secretary, will retire on August 1, 2011. The Company previously announced on Form 8-K dated March 16, 2011 that he would retire during the current year.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf and by the undersigned hereunto duly authorized.

		June 25, 2011		December 25, 2010

6.625% Senior Unsecured Notes(a)		$	450,000	$	300,000
Unamortized premium on senior unsecured notes(a)			14,770		—
6.875% Senior Subordinated Notes(b)			—		150,000
Revolving credit agreement(c)			14,000		8,000
IDR Bonds(d)			8,500		8,500
1.75% to 3.485% notes			2,132		2,334

	Total long-term debt		489,402		468,834
Less current installments of long-term debt			272		238

	Long-term debt, excluding current installments	$	489,130	$	468,596

				Thirteen Weeks Ended						Twenty-six Weeks Ended

				June 25, 2011			June 26, 2010			June 25, 2011			June 26, 2010
Sales:
	Engineered Infrastructure Products segment:
		Lighting & Traffic		$	145,538		$	117,375		$	262,849		$	205,486
		Communication Structures			28,297			28,248			48,720			47,143
		Access Systems			32,582			17,729			63,778			17,729

			Engineered Infrastructure Products segment		206,417			163,352			375,347			270,358
	Utility Support Structures segment
		Steel			123,221			101,834			233,119			200,907
		Concrete			13,339			13,004			29,088			27,159

			Utility Support Structures segment		136,560			114,838			262,207			228,066
	Coatings segment				84,161			54,441			157,611			82,371
	Irrigation segment				183,701			112,159			334,749			220,798
	Other				84,121			47,996			158,107			70,285

		Total			694,960			492,786			1,288,021			871,878
Intersegment Sales:
	Engineered Infrastructure Products segment				5,480			674			11,424			1,776
	Utility Support Structures segment				1,951			336			2,259			635
	Coatings segment				10,926			6,453			22,431			12,217
	Irrigation segment				5			3			8			6
	Other				7,989			3,761			15,341			8,283

		Total			26,351			11,227			51,463			22,917
Net Sales:
	Engineered Infrastructure Products segment				200,937			162,678			363,923			268,582
	Utility Support Structures segment				134,609			114,502			259,948			227,431
	Coatings segment				73,235			47,988			135,180			70,154
	Irrigation segment				183,696			112,156			334,741			220,792
	Other				76,132			44,235			142,766			62,002

		Total		$	668,609		$	481,559		$	1,236,558		$	848,961

Operating Income (Loss):
	Engineered Infrastructure Products segment			$	11,515		$	12,082		$	13,718		$	14,693
	Utility Support Structures segment				12,984			12,542			26,483			27,248
	Coatings segment				15,070			9,884			25,362			14,416
	Irrigation segment				32,964			16,596			56,858			31,994
	Other				11,380			8,708			20,294			12,972
	Net corporate expense				(15,294	)		(22,511	)		(28,795	)		(32,372	)

		Total		$	68,619		$	37,301		$	113,920		$	68,951

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	302,497		$	87,273		$	324,846		$	(46,007	)	$	668,609
Cost of sales			223,712			68,513			254,565			(46,163	)		500,627

	Gross profit		78,785			18,760			70,281			156			167,982
Selling, general and administrative expenses			41,144			11,510			46,709			—			99,363

	Operating income		37,641			7,250			23,572			156			68,619

Other income (expense):
	Interest expense		(10,676	)		—			(107	)		—			(10,783	)
	Interest income		39			—			1,962			—			2,001
	Other		(179	)		19			664			—			504

			(10,816	)		19			2,519			—			(8,278	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			26,825			7,269			26,091			156			60,341

Income tax expense (benefit):
	Current		12,863			3,172			8,498			—			24,533
	Deferred		(3,970	)		(707	)		(6,305	)		—			(10,982	)

			8,893			2,465			2,193			—			13,551

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			17,932			4,804			23,898			156			46,790
Equity in earnings/(losses) of nonconsolidated subsidiaries			27,895			13,970			1,234			(41,898	)		1,201

Net Earnings			45,827			18,774			25,132			(41,742	)		47,991
Less: Earnings attributable to noncontrolling interests			—			—			(2,164	)		—			(2,164	)

	Net Earnings attributable to Valmont Industries, Inc.	$	45,827		$	18,774		$	22,968		$	(41,742	)	$	45,827

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	565,143		$	161,114		$	594,915		$	(84,614	)	$	1,236,558
Cost of sales			422,015			126,819			467,950			(84,701	)		932,083

	Gross profit		143,128			34,295			126,965			87			304,475
Selling, general and administrative expenses			78,253			22,261			90,041			—			190,555

	Operating income		64,875			12,034			36,924			87			113,920

Other income (expense):
	Interest expense		(18,855	)		—			(189	)		—			(19,044	)
	Interest income		34			—			3,744			—			3,778
	Other		192			30			672			—			894

			(18,629	)		30			4,227			—			(14,372	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			46,246			12,064			41,151			87			99,548

Income tax expense (benefit):
	Current		19,352			5,276			12,409			—			37,037
	Deferred		(3,910	)		(968	)		(5,320	)		—			(10,198	)

			15,442			4,308			7,089			—			26,839

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			30,804			7,756			34,062			87			72,709
Equity in earnings/(losses) of nonconsolidated subsidiaries			40,632			20,337			2,120			(60,934	)		2,155

Net Earnings			71,436			28,093			36,182			(60,847	)		74,864
Less: Earnings attributable to noncontrolling interests			—			—			(3,428	)		—			(3,428	)

	Net Earnings attributable to Valmont Industries, Inc.	$	71,436		$	28,093		$	32,754		$	(60,847	)	$	71,436

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	217,433		$	68,299		$	228,568		$	(32,741	)	$	481,559
Cost of sales			161,324			51,803			172,746			(32,960	)		352,913

	Gross profit		56,109			16,496			55,822			219			128,646
Selling, general and administrative expenses			46,088			11,206			34,051			—			91,345

	Operating income		10,021			5,290			21,771			219			37,301

Other income (expense):
	Interest expense		(7,929	)		(187	)		(313	)		—			(8,429	)
	Interest income		101			27			964			—			1,092
	Other		64			(525	)		508			—			47

			(7,764	)		(685	)		1,159			—			(7,290	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			2,257			4,605			22,930			219			30,011

Income tax expense (benefit):
	Current		8,240			1,766			7,246			—			17,252
	Deferred		(4,503	)		(256	)		(811	)		—			(5,570	)

			3,737			1,510			6,435			—			11,682

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			(1,480	)		3,095			16,495			219			18,329
Equity in earnings/(losses) of nonconsolidated subsidiaries			18,595			4,326			362			(22,478	)		805

Net Earnings			17,115			7,421			16,857			(22,259	)		19,134
Less: Earnings attributable to noncontrolling interests			—			—			(2,019	)		—			(2,019	)

	Net Earnings attributable to Valmont Industries, Inc.	$	17,115		$	7,421		$	14,838		$	(22,259	)	$	17,115

		Basic EPS				Diluted EPS

Thirteen weeks ended June 25, 2011:
	Net earnings attributable to Valmont Industries, Inc.	$	45,827	—		$	45,827
	Shares outstanding		26,333	252			26,585
	Per share amount	$	1.74	(.02	)	$	1.72
Thirteen weeks ended June 26, 2010:
	Net earnings attributable to Valmont Industries, Inc.	$	17,115	—		$	17,115
	Shares outstanding		26,087	361			26,448
	Per share amount	$	0.66	(.01	)	$	0.65
Twenty-six weeks ended June 25, 2011:
	Net earnings attributable to Valmont Industries, Inc.	$	71,436	—		$	71,436
	Shares outstanding		26,302	259			26,561
	Per share amount	$	2.72	(.03	)	$	2.69
Twenty-six weeks ended June 26, 2010:
	Net earnings attributable to Valmont Industries, Inc.	$	33,578	—		$	33,578
	Shares outstanding		26,059	375			26,434
	Per share amount	$	1.29	(.02	)	$	1.27

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	416,521		$	132,763		$	360,060		$	(60,383	)	$	848,961
Cost of sales			308,597			100,732			271,289			(61,033	)		619,585

	Gross profit		107,924			32,031			88,771			650			229,376
Selling, general and administrative expenses			81,780			22,639			56,006			—			160,425

	Operating income		26,144			9,392			32,765			650			68,951

Other income (expense):
	Interest expense		(13,683	)		(187	)		(521	)		—			(14,391	)
	Interest income		112			27			1,309			—			1,448
	Other		222			(500	)		248			—			(30	)

			(13,349	)		(660	)		1,036			—			(12,973	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			12,795			8,732			33,801			650			55,978

Income tax expense (benefit):
	Current		11,043			3,360			9,555			—			23,958
	Deferred		(2,918	)		(285	)		373			—			(2,830	)

			8,125			3,075			9,928			—			21,128

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			4,670			5,657			23,873			650			34,850
Equity in earnings/(losses) of nonconsolidated subsidiaries			28,908			4,326			362			(32,677	)		919

Net Earnings			33,578			9,983			24,235			(32,027	)		35,769
Less: Earnings attributable to noncontrolling interests			—			—			(2,191	)		—			(2,191	)

	Net Earnings attributable to Valmont Industries, Inc.	$	33,578		$	9,983		$	22,044		$	(32,027	)	$	33,578

						Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operations:
	Net earnings					$	71,436		$	28,093		$	36,182		$	(60,847	)	$	74,864
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				9,982			6,147			19,741			—			35,870
			Stock-based compensation				2,618			—			—			—			2,618
			Defined benefit pension plan expense				—			—			2,962			—			2,962
			Contribution to defined benefit pension plan				—			—			(10,086	)		—			(10,086	)
			Loss (gain) on sale of assets				(216	)		—			(23	)		—			(239	)
			Equity in earnings of nonconsolidated subsidiaries				(34	)		—			(2,121	)		—			(2,155	)
			Deferred income taxes				(3,910	)		(968	)		(5,320	)		—			(10,198	)
			Other
			Changes in assets and liabilities:
				Receivables			(16,627	)		2,791			(17,227	)		—			(31,063	)
				Inventories			(41,343	)		(15,317	)		(22,296	)		—			(78,956	)
				Prepaid expenses			(1,270	)		(57	)		(4,301	)		—			(5,628	)
				Accounts payable			14,104			3,050			21,740			—			38,894
				Accrued expenses			2,860			836			(13,170	)		—			(9,474	)
				Other noncurrent liabilities			(5,438	)		—			1,036			—			(4,402	)
				Income taxes payable/refundable			27,822						(10,914	)		—			16,908

					Net cash flows from operations		59,984			24,575			(3,797	)		(60,847	)		19,915

Cash flows from investing activities:
	Purchase of property, plant and equipment						(4,644	)		(7,604	)		(15,663	)		—			(27,911	)
	Proceeds from sale of assets						14			13			2,428			—			2,455
	Acquisitions, net of cash acquired						—						(1,539	)		—			(1,539	)
	Other, net						(58,343	)		(17,122	)		16,566			60,847			1,948

					Net cash flows from investing activities		(62,973	)		(24,713	)		1,792			60,847			(25,047	)

Cash flows from financing activities:
	Net borrowings (repayments) under short-term agreements						—						2,160			—			2,160
	Proceeds from long-term borrowings						187,770			—			—			—			187,770
	Principal payments on long-term obligations						(167,186	)		—			(44	)		—			(167,230	)
	Purchase of noncontrolling interest						—			—			(25,253	)		—			(25,253	)
	Settlement of financial derivative						(3,568	)											(3,568	)
	Dividends paid						(8,710	)		—			—			—			(8,710	)
	Dividends to noncontrolling interests						—			—			(4,958	)		—			(4,958	)
	Debt issue fees						(1,284	)		—			—			—			(1,284	)
	Proceeds from exercises under stock plans						16,933			—			—			—			16,933
	Excess tax benefits from stock option exercises						2,533			—			—			—			2,533
	Purchase of treasury shares						(4,802	)		—						—			(4,802	)
	Purchase of common treasury shares—stock plan exercises						(18,443	)		—			—			—			(18,443	)

					Net cash flows from financing activities		3,243						(28,095	)		—			(24,852	)

Effect of exchange rate changes on cash and cash equivalents							—			—			9,870			—			9,870

Net change in cash and cash equivalents							254			(138	)		(20,230	)		—			(20,114	)
Cash and cash equivalents—beginning of year							8,015			619			338,270			—			346,904

Cash and cash equivalents—end of period						$	8,269		$	481		$	318,040		$	—		$	326,790

			Thirteen Weeks Ended									Twenty-six Weeks Ended

			June 25, 2011			June 26, 2010			% Incr. (Decr.)			June 25, 2011			June 26, 2010			% Incr. (Decr.)
Consolidated
	Net sales		$	668.6		$	481.6			38.8	%	$	1,236.6		$	849.0			45.7	%
	Gross profit			168.0			128.6			30.6	%		304.5			229.4			32.7	%
		as a percent of sales		25.1	%		26.7	%					24.6	%		27.0	%
	SG&A expense			99.4			91.4			8.8	%		190.6			160.4			18.8	%
		as a percent of sales		14.9	%		19.0	%					15.4	%		18.9	%
	Operating income			68.6			37.3			83.9	%		113.9			69.0			65.1	%
		as a percent of sales		10.3	%		7.7	%					9.2	%		8.1	%
	Net interest expense			8.8			7.3			20.5	%		15.3			12.9			18.6	%
	Effective tax rate			22.5	%		38.9	%					27.0	%		37.7	%
	Net earnings attributable to Valmont Industries, Inc.		$	45.8		$	17.1			167.8	%	$	71.4		$	33.6			112.8	%
	Earnings per share attributable to Valmont Industries, Inc.—diluted		$	1.72		$	0.65			164.6	%	$	2.69		$	1.27			111.8	%
Engineered Infrastructure Products segment
	Net sales		$	200.9		$	162.7			23.5	%	$	363.8		$	268.6			35.4	%
	Gross profit			46.4			43.3			7.2	%		82.6			71.2			16.0	%
	SG&A expense			34.9			31.2			11.9	%		68.9			56.5			21.9	%
	Operating income			11.5			12.1			-5.0	%		13.7			14.7			-6.8	%
Utility Support Structures segment
	Net sales		$	134.7		$	114.5			17.6	%	$	260.0		$	227.4			14.3	%
	Gross profit			30.5			28.2			8.2	%		59.8			58.6			2.0	%
	SG&A expense			17.5			15.6			12.2	%		33.3			31.4			6.1	%
	Operating income			13.0			12.6			3.2	%		26.5			27.2			-2.6	%
Coatings segment
	Net sales		$	73.2		$	48.0			52.5	%	$	135.2		$	70.2			92.6	%
	Gross profit			23.8			15.6			52.6	%		42.4			23.2			82.8	%
	SG&A expense			8.8			5.7			54.4	%		17.1			8.8			94.3	%
	Operating income			15.0			9.9			51.5	%		25.3			14.4			75.7	%
Irrigation segment
	Net sales		$	183.7		$	112.1			63.9	%	$	334.8		$	220.8			51.6	%
	Gross profit			50.3			30.8			63.3	%		88.7			59.1			50.1	%
	SG&A expense			17.3			14.2			21.8	%		31.8			27.1			17.3	%
	Operating income			33.0			16.6			98.8	%		56.9			32.0			77.8	%
Other
	Net sales		$	76.1		$	44.2			72.4	%	$	142.8		$	62.0			130.3	%
	Gross profit			17.0			12.4			37.1	%		30.9			18.6			66.1	%
	SG&A expense			5.6			3.7			51.4	%		10.6			5.6			89.3	%
	Operating income			11.4			8.7			31.0	%		20.3			13.0			56.2	%
Net Corporate expense
	Gross profit			—			(1.5	)		NM			0.1			(1.3	)		NM
	SG&A expense			15.3			21.1			-27.5	%		28.9			31.0			-6.8	%
	Operating loss			(15.3	)		(22.5	)		32.0	%		(28.8	)		(32.3	)		10.8	%

	Thirteen weeks ended June 25, 2011					Twenty-six weeks ended June 25, 2011

	Net Sales		Operating Income			Net Sales		Operating Income
Engineered Infrastructure Products	$	28.3	$	0.9		$	79.0	$	4.8
Utility Support Structures		2.1		0.3			2.1		0.3
Coatings		24.7		4.4			61.9		8.2
Other		29.7		1.0			75.0		3.6
Net corporate expense		—		(0.3	)		—		(4.4	)

Total	$	84.8	$	6.3		$	218.0	$	12.5


Interest-bearing debt			500,817
EBITDA—last 12 months			299,509
Leverage ratio			1.67
EBITDA—last 12 months			299,509
Interest expense—last 12 months			35,600
Interest earned ratio			8.41


Net cash flows from operations	$	118,153
Interest expense		35,600
Income tax expense		60,719
Deferred income tax benefit		2,351
Noncontrolling interest		(7,271	)
Equity in earnings/(losses) in nonconsolidated subsidiaries		3,675
Stock-based compensation		(6,604	)
Pension plan expense		(8,836	)
Contribution to pension plan		10,086
Payment of deferred compensation		393
Changes in assets and liabilities, net of acquisitions		94,065
Other		(2,822	)

EBITDA	$	299,509

Net earnings attributable to Valmont Industries, Inc.	$	132,237
Interest expense		35,600
Income tax expense		60,719
Depreciation and amortization expense		70,953

EBITDA	$	299,509

Contractual Obligations	Total		2011		2012–2013		2014–2015		After 2015

Long-term debt	$	489.4	$	—	$	14.6	$	0.6	$	474.2
Interest		269.9		15.1		60.1		59.8		134.9
Delta pension plan contributions		81.9		—		23.4		23.4		35.1
Operating leases		115.7		12.1		32.4		22.7		48.5
Unconditional purchase commitments		35.4		35.4		—		—		—

Total contractual cash obligations	$	992.3	$	62.6	$	130.5	$	106.5	$	692.7

		(a)		(b)		(c)		(d)

Period		Total Number of Shares Purchased		Average Price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
March 27, 2011 to April 23, 2011			834	$	102.37		—		—
April 24, 2011 to May 28, 2011			1,932	$	102.15		—		—
May 29, 2011 to June 25, 2011			72	$	97.57		—		—

	Total		2,838	$	102.10		—		—

		Exhibit No.			Description

			10.1		Separation Agreement and Release dated July 13, 2011 between the Company and John G. Graboski
			31.1		Section 302 Certificate of Chief Executive Officer
			31.2		Section 302 Certificate of Chief Financial Officer
			32.1		Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
			101		The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended June 25, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) Notes to Condensed Consolidated Financial Statements (tagged as blocks of text).


		VALMONT INDUSTRIES, INC. (Registrant)
		/s/ TERRY J. MCCLAIN Terry J. McClain Senior Vice President and Chief Financial Officer (Principal Financial Officer)