10-Q 1 a2203582z10-q.htm 10-Q

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 March 26, 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

26,414,248
Outstanding shares of common stock as of April 19, 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 weeks ended March 26, 2011 and March 27, 2010	3
	Condensed Consolidated Balance Sheets as of March 26, 2011 and December 25, 2010	4
	Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended March 26, 2011 and March 27, 2010	5
	Condensed Consolidated Statements of Shareholders' Equity for the thirteen weeks ended March 26, 2011 and March 27, 2010	6
	Notes to Condensed Consolidated Financial Statements	7-20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21-28
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	28
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		32

Table of Contents

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

		March 26, 2011			March 27, 2010
Product sales		$	501,168		$	339,820
Services sales			66,781			27,582

	Net sales		567,949			367,402
Product cost of sales			385,000			248,643
Services cost of sales			46,456			18,029

	Total cost of sales		431,456			266,672

	Gross profit		136,493			100,730
Selling, general and administrative expenses			91,192			69,080

	Operating income		45,301			31,650

Other income (expenses):
	Interest expense		(8,271	)		(5,962	)
	Interest income		1,787			356
	Other		390			(77	)

			(6,094	)		(5,683	)

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries			39,207			25,967

Income tax expense:
	Current		12,504			6,706
	Deferred		784			2,740

			13,288			9,446

Earnings before equity in earnings of nonconsolidated subsidiaries			25,919			16,521
Equity in earnings of nonconsolidated subsidiaries			954			114

	Net earnings		26,873			16,635

Less: Earnings attributable to noncontrolling interests			(1,264	)		(172	)

	Net earnings attributable to Valmont Industries, Inc.	$	25,609		$	16,463

Earnings per share attributable to Valmont Industries, Inc.—Basic		$	0.98		$	0.63

Earnings per share attributable to Valmont Industries, Inc.—Diluted		$	0.97		$	0.62

Cash dividends per share		$	0.165		$	0.15

Weighted average number of shares of common stock outstanding— Basic (000 omitted)			26,271			26,031

Weighted average number of shares of common stock outstanding— Diluted (000 omitted)			26,537			26,419

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

			March 26, 2011			December 25, 2010

ASSETS
Current assets:
	Cash and cash equivalents		$	358,271		$	346,904
	Receivables, net			425,853			410,566
	Inventories			323,964			280,223
	Prepaid expenses			29,438			23,806
	Refundable and deferred income taxes			30,858			32,727

		Total current assets		1,168,384			1,094,226

Property, plant and equipment, at cost				887,056			865,287
	Less accumulated depreciation and amortization			444,097			425,678

		Net property, plant and equipment		442,959			439,609

Goodwill				322,831			314,847
Other intangible assets, net				187,530			185,535
Other assets				57,839			56,526

		Total assets	$	2,179,543		$	2,090,743

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	272		$	238
	Notes payable to banks			9,911			8,824
	Accounts payable			206,768			179,814
	Accrued employee compensation and benefits			56,172			75,981
	Accrued expenses			81,417			77,705
	Dividends payable			4,358			4,352

		Total current liabilities		358,898			346,914

Deferred income taxes				93,485			89,922
Long-term debt, excluding current installments				484,548			468,596
Defined benefit pension liability				110,900			104,171
Deferred compensation				30,469			23,300
Other noncurrent liabilities				47,786			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			868,396			850,269
	Accumulated other comprehensive income			85,149			63,645
	Treasury stock			(25,465	)		(25,922	)

		Total Valmont Industries, Inc. shareholders' equity		955,980			915,892

	Noncontrolling interest in consolidated subsidiaries			97,477			94,235

		Total shareholders'equity		1,053,457			1,010,127

		Total liabilities and shareholders' equity	$	2,179,543		$	2,090,743

See accompanying notes to condensed consolidated financial statements.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

					Thirteen Weeks Ended

					March 26, 2011			March 27, 2010
Cash flows from operating activities:
	Net earnings				$	26,873		$	16,635
	Adjustments to reconcile net earnings to net cash flow from operations:
		Depreciation and amortization				17,165			11,209
		Stock-based compensation				1,312			1,599
		Defined benefit pension plan expense				1,497			—
		Loss on sales of property, plant and equipment				67			64
		Equity in earnings of nonconsolidated subsidiaries				(954	)		(114	)
		Deferred income taxes				784			2,740
		Other				—			20
		Changes in assets and liabilities (net of the effects from acquisitions):
			Receivables			(9,850	)		(345	)
			Inventories			(40,044	)		(2,796	)
			Prepaid expenses			(4,746	)		1,463
			Accounts payable			22,952			(2,131	)
			Accrued expenses			(11,451	)		(10,748	)
			Other noncurrent liabilities			(1,490	)		(160	)
			Income taxes payable/refundable			3,572			1,832

				Net cash flows from operating activities		5,687			19,268

Cash flows from investing activities:
	Purchase of property, plant and equipment					(12,609	)		(4,555	)
	Proceeds from sale of assets					99			96
	Acquisitions					—			(7,460	)
	Cash restricted for acquisitions					—			(264,000	)
	Dividends to noncontrolling interests					—			(295	)
	Other, net					999			2,547

				Net cash flows from investing activities		(11,511	)		(273,667	)

Cash flows from financing activities:
	Net payments under short-term agreements					816			(1,458	)
	Proceeds from long-term borrowings					23,000			191,000
	Principal payments on long-term obligations					(7,040	)		(39	)
	Dividends paid					(4,358	)		(3,944	)
	Proceeds from exercises under stock plans					15,993			1,803
	Excess tax benefits from stock option exercises					2,659			1,010
	Purchase of treasury shares					(4,802	)		(877	)
	Purchase of common treasury shares—stock plan exercises					(18,153	)		(1,595	)

				Net cash flows from financing activities		8,115			185,900

Effect of exchange rate changes on cash and cash equivalents						9,076			(2,300	)

Net change in cash and cash equivalents						11,367			(70,799	)
Cash and cash equivalents—beginning of year						346,904			180,786

Cash and cash equivalents—end of period					$	358,271		$	109,987

See accompanying notes to condensed consolidated financial statements.

Table of Contents

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			—		—			16,463			—			—			172			16,635
	Currency translation adjustment			—		—			—			(6,615	)		—			(263	)		(6,878	)

		Total comprehensive income		—		—			—			—			—			—			9,757
Cash dividends ($0.15 per share)				—		—			(3,947	)		—			—			—			(3,947	)
Dividends to noncontrolling interests				—		—			—			—			—			(295	)		(295	)
Purchase of noncontrolling interests				—		(1,875	)		—			—			—			(1,520	)		(3,395	)
Purchase of 12,351 treasury shares				—		—			—			—			(877	)		—			(877	)
Stock plan exercises; 44,088 shares issued				—		(733	)		500			—			2,036			—			1,803
Stock plan exercises; 22,317 shares purchased				—		—			—			—			(1,595	)		—			(1,595	)
Tax benefit from exercise of stock options				—		1,010			—			—			—			—			1,010
Stock option expense						1,228			—			—			—			—			1,228
Stock awards; 9,088 shares issued				—		370			—			—			650			—			1,020

Balance at March 27, 2010			$	27,900	$	—		$	780,414		$	10,338		$	(25,776	)	$	20,140		$	813,016

Balance at December 25, 2010			$	27,900	$	—		$	850,269		$	63,645		$	(25,922	)	$	94,235		$	1,010,127
Comprehensive income:
	Net earnings			—		—			25,609			—			—			1,264			26,873
	Currency translation adjustment			—		—			—			21,504			—			1,978			23,482

		Total comprehensive income		—		—			—			—			—			—			50,355
Cash dividends ($0.165 per share)				—		—			(4,358	)		—			—			—			(4,358	)
Purchase of 53,847 treasury shares				—		—			—			—			(4,802	)		—			(4,802	)
Stock plan exercises; 253,133 shares issued				—		(3,971	)		(3,124	)		—			23,088			—			15,993
Stock plan exercises; 165,735 shares purchased				—		—			—			—			(18,153	)		—			(18,153	)
Tax benefit from exercise of stock options				—		2,659			—			—			—			—			2,659
Stock option expense				—		1,252			—			—			—			—			1,252
Stock awards; 2,992 shares issued				—		60			—			—			324			—			384

Balance at March 26, 2011			$	27,900	$	—		$	868,396		$	85,149		$	(25,465	)	$	97,477		$	1,053,457

See accompanying notes to condensed consolidated financial statements.

Table of Contents

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 March 26, 2011, the Condensed Consolidated Statements of Operations, Cash Flows and Shareholders' Equity for the thirteen week periods ended March 26, 2011 and March 27, 2010 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 March 26, 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 period ended March 26, 2011 are not necessarily indicative of the operating results for the full year.

Inventories

At March 26, 2011, approximately 36% 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 $53,000 and $42,500 at March 26, 2011 and December 25, 2010, respectively.

Inventories consisted of the following:

	March 26, 2011		December 25, 2010

Raw materials and purchased parts	$	161,014	$	133,380
Work-in-process		26,239		25,891
Finished goods and manufactured goods		189,745		163,511

Subtotal		376,998		322,782
LIFO reserve		53,034		42,559

Net inventory	$	323,964	$	280,223

Stock Plans

The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resources Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At March 26, 2011, 861,332 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. The

Table of Contents

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)

Company's policy is to issue shares upon stock option exercises from treasury shares held by the Company.

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 recorded $1,252 and $1,228 of compensation expense (included in selling, general and administrative expenses) in the quarters ended March 26, 2011 and March 27, 2010, respectively, related to stock options. The associated tax benefits recorded were $482 and $472, respectively.

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 Investments in Debt and Equity Securities, considering the employee's ability to change investment

Table of Contents

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)

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 March 26, 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	$	19,203	$	19,203	$	—	$	—

				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 March 26, 2011 and December 25, 2010:

	March 26, 2011		December 25, 2010

Foreign currency translation adjustment	$	54,786	$	34,693
Actuarial gain in defined benefit pension plan		30,363		28,952

Balance, end of period	$	85,149	$	63,645

2. Acquisition of Delta plc

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.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Acquisition of Delta plc (Continued)

The Company's pro forma results of operations for the quarter ended March 27, 2010, assuming that the acquisition occurred at the beginning of fiscal 2010 were as follows:

	Thirteen weeks Ended March 27, 2010

Net sales	$	495,840
Net earnings		20,037
Earnings per share—diluted	$	0.76

3. Goodwill and Intangible Assets

The Company's annual impairment testing of goodwill and intangible assets was performed during the third quarter of 2010. As a result of that testing, it was determined 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.

Amortized Intangible Assets

The components of amortized intangible assets at March 26, 2011 and December 25, 2010 were as follows:

	As of March 26, 2011

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	159,293	$	41,346	13 years
Proprietary Software & Database		2,609		2,603	6 years
Patents & Proprietary Technology		9,781		2,775	8 years
Non-compete Agreements		1,698		1,122	6 years

	$	173,381	$	47,846

	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

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)

Amortization expense for intangible assets during the first quarter of 2011 and 2010 was $3,532 and $2,040, respectively. Estimated amortization expense related to amortized intangible assets is as follows:

	Estimated Amortization Expense

2011	$	14,262
2012		14,254
2013		13,359
2014		12,938
2015		12,050

The useful lives assigned to finite-lived intangible assets included consideration of factors such as the Company's past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company's expected use of the intangible asset.

Non-amortized intangible assets

Intangible assets with indefinite lives are not amortized. The carrying values of trade names at March 26, 2011 and December 25, 2010 were as follows:

	March 26, 2011		December 25, 2010

Webforge	$	17,409	$	16,478
Newmark		11,111		11,111
Ingal EPS/ Ingal Civil Products		9,231		8,795
Donhad		6,964		6,635
PiRod		4,750		4,750
Industrial Galvanizers		4,858		4,632
Other		7,672		7,591

	$	61,995	$	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.

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)

Goodwill

The carrying amount of goodwill as of March 26, 2011 was as follows:

	Engineered Support Structures 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
Foreign currency translation		5,647		—		1,556		—		781		7,984

Balance March 26, 2011	$	157,709	$	77,141	$	66,424	$	2,064	$	19,493	$	322,831

4. Cash Flows

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 thirteen weeks ended were as follows:

	March 26, 2011		March 27, 2010

Interest	$	366	$	2,856
Income taxes		5,296		3,833

5. Earnings Per Share

The following table reconciles Basic and Diluted earnings per share (EPS):

		Basic EPS		Dilutive Effect of Stock Options			Diluted EPS

Thirteen weeks ended March 26, 2011:
	Net earnings attributable to Valmont Industries, Inc.	$	25,609		—		$	25,609
	Shares outstanding		26,271		266			26,537
	Per share amount	$	0.98	$	(0.01	)	$	0.97
Thirteen weeks ended March 27, 2010:
	Net earnings attributable to Valmont Industries, Inc.	$	16,463		—		$	16,463
	Shares outstanding		26,031		388			26,419
	Per share amount	$	0.63	$	(0.01	)	$	0.62

At March 26, 2011 there were 8,962 shares of outstanding stock options with exercise prices exceeding the market price of common stock that were therefore excluded from the computation of fully diluted shares earnings per share for the thirteen weeks ended March 26, 2011. At March 27, 2010 there were 44,767 of outstanding stock options with exercise prices exceeding the market price of common stock that were therefore excluded from the computation of fully diluted shares earnings per share for the thirteen weeks ended March 27, 2010.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

6. Business Segments

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.

Reportable segments are as follows:

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:

•: Engineered Infrastructure Products segment includes Delta's lighting, communication, access systems and roadway safety products;
•: Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;
•: Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;
•: Delta's management administration expenses are included in "Net corporate expense".

It was not necessary to reclassify fiscal 2010 to conform to the fiscal 2011 presentation as Delta plc was acquired on May 12, 2010 which was subsequent to the Company's first quarter end for fiscal 2010.

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.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

6. Business Segments (Continued)

				Thirteen Weeks Ended

				March 26, 2011			March 27, 2010
Sales:
	Engineered Infrastructure Products segment:
		Lighting, Traffic, and Roadway Products		$	117,311		$	88,111
		Communication Products			20,423			18,895
		Access Systems			31,196			0

			Engineered Infrastructure Products segment		168,930			107,006
	Utility Support Structures segment:
		Steel			109,898			99,073
		Concrete			15,749			14,155

			Utility Support Structures segment		125,647			113,228
	Coatings segment				73,450			27,930
	Irrigation segment				151,048			108,639
	Other				73,986			22,289

		Total			593,061			379,092
Intersegment Sales:
	Engineered Infrastructure Products				5,944			1,102
	Utility Support Structures				308			299
	Coatings				11,505			5,764
	Irrigation				3			3
	Other				7,352			4,522

		Total			25,112			11,690
Net Sales:
	Engineered Infrastructure Products segment				162,986			105,904
	Utility Support Structures segment				125,339			112,929
	Coatings segment				61,945			22,166
	Irrigation segment				151,045			108,636
	Other				66,634			17,767

		Total		$	567,949		$	367,402

Operating Income (Loss):
	Engineered Infrastructure Products segment			$	2,203		$	2,611
	Utility Support Structures segment				13,499			14,706
	Coatings segment				10,292			4,532
	Irrigation segment				23,894			15,398
	Other				8,914			4,264
	Net corporate expense				(13,501	)		(9,861	)

		Total		$	45,301		$	31,650

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information

On April 8, 2010, the Company issued $300,000 of senior unsecured notes at a coupon rate of 6.625% per annum. 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 owned 100% by the Company.

On May 4, 2004, the Company completed a $150,000 offering of 6⁷/8% Senior Subordinated Notes. The Notes are 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 March 26, 2011

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	262,646		$	73,841		$	270,069		$	(38,607	)	$	567,949
Cost of sales			198,303			58,306			213,385			(38,538	)		431,456

	Gross profit		64,343			15,535			56,684			(69	)		136,493
Selling, general and administrative expenses			37,109			10,751			43,332			—			91,192

	Operating income		27,234			4,784			13,352			(69	)		45,301

Other income (expenses):
	Interest expense		(8,189	)		—			(82	)		—			(8,271	)
	Interest income		5			—			1,782			—			1,787
	Other		371			11			8			—			390

			(7,813	)		11			1,708			—			(6,094	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			19,421			4,795			15,060			(69	)		39,207

Income tax expense (benefit):
	Current		6,489			2,104			3,911			—			12,504
	Deferred		60			(261	)		985			—			784

			6,549			1,843			4,896			—			13,288

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			12,872			2,952			10,164			(69	)		25,919
Equity in earnings/(losses) of nonconsolidated subsidiaries			12,737			6,367			886			(19,036	)		954

Net Earnings			25,609			9,319			11,050			(19,105	)		26,873
Less: Earnings attributable to noncontrolling interests			—			—			(1,264	)		—			(1,264	)

	Net Earnings attributable to Valmont Industries, Inc.	$	25,609		$	9,319		$	9,786		$	(19,105	)	$	25,609

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended March 27, 2010

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

Net sales		$	199,088		$	64,464		$	131,492		$	(27,642	)	$	367,402
Cost of sales			147,273			48,929			98,543			(28,073	)		266,672

	Gross profit		51,815			15,535			32,949			431			100,730
Selling, general and administrative expenses			35,692			11,433			21,955			—			69,080

	Operating income		16,123			4,102			10,994			431			31,650

Other income (expenses):
	Interest expense		(5,754	)		—			(208	)		—			(5,962	)
	Interest income		11			—			345			—			356
	Other		158			25			(260	)		—			(77	)

			(5,585	)		25			(123	)		—			(5,683	)

Earnings before income taxes and equity in earnings/(losses) of nonconsolidated subsidiaries			10,538			4,127			10,871			431			25,967

Income tax expense (benefit):
	Current		2,803			1,594			2,309			—			6,706
	Deferred		1,585			(29	)		1,184			—			2,740

			4,388			1,565			3,493			—			9,446

Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries			6,150			2,562			7,378			431			16,521
Equity in earnings/(losses) of nonconsolidated subsidiaries			10,313			—			—			(10,199	)		114

Net Earnings			16,463			2,562			7,378			(9,768	)		16,635
Less: Earnings attributable to noncontrolling interests			—			—			(172	)		—			(172	)

	Net Earnings attributable to Valmont Industries, Inc.	$	16,463		$	2,562		$	7,206		$	(9,768	)	$	16,463

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
March 26, 2011

			Parent			Guarantors		Non-Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents		$	15,380		$	1,181	$	341,710		—		$	358,271
	Receivables, net			129,932			36,724		259,197		—			425,853
	Inventories			83,256			37,305		203,403		—			323,964
	Prepaid expenses			4,079			1,009		24,350		—			29,438
	Refundable and deferred income taxes			13,574			3,173		14,111		—			30,858

		Total current assets		246,221			79,392		842,771		—			1,168,384

Property, plant and equipment, at cost				414,599			102,084		370,373		—			887,056
	Less accumulated depreciation and amortization			273,942			51,966		118,189		—			444,097

		Net property, plant and equipment		140,657			50,118		252,184		—			442,959

Goodwill				20,108			107,542		195,181		—			322,831
Other intangible assets				782			66,809		119,939		—			187,530
Investment in subsidiaries and intercompany accounts				1,170,254			603,744		9,079		(1,783,077	)		—
Other assets				30,130			—		27,709		—			57,839

		Total assets	$	1,608,152		$	907,605	$	1,446,863		(1,783,077	)	$	2,179,543

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187			—	$	85		—		$	272
	Notes payable to banks			—			—		9,911		—			9,911
	Accounts payable			58,154			15,470		133,144		—			206,768
	Accrued expenses			58,461			8,376		70,752		—			137,589
	Dividends payable			4,358			—		—		—			4,358

		Total current liabilities		121,160			23,846		213,892		—			358,898

Deferred income taxes				18,259			25,320		49,906		—			93,485
Long-term debt, excluding current installments				483,511			—		1,037		—			484,548
Other noncurrent liabilities				29,242			—		159,913		—			189,155
Commitments and contingencies
Shareholders' equity:
	Common stock of $1 par value			27,900			457,950		2,582		(460,532	)		27,900
	Additional paid-in capital			—			181,542		156,188		(337,730	)		—
	Retained earnings			868,396			218,947		680,719		(899,666	)		868,396
	Accumulated other comprehensive income			85,149			—		85,149		(85,149	)		85,149
	Treasury stock			(25,465	)		—		—		—			(25,465	)

		Total Valmont Industries, Inc. shareholders' equity		955,980			858,439		924,638		(1,783,077	)		955,980

Noncontrolling interest in consolidated subsidiaries				—			—		97,477		—			97,477

	Total shareholders' equity			955,980			858,439		1,022,115		(1,783,077	)		1,053,457

	Total liabilities and shareholders' equity		$	1,608,152		$	907,605	$	1,446,863	$	(1,783,077	)	$	2,179,543

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
December 25, 2010

			Parent			Guarantors		Non-Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents		$	8,015		$	619	$	338,270	$	—		$	346,904
	Receivables, net			106,181			50,663		253,722		—			410,566
	Inventories			63,887			32,030		184,306		—			280,223
	Prepaid expenses			3,478			920		19,408		—			23,806
	Refundable and deferred income taxes			14,978			2,597		15,152		—			32,727

		Total current assets		196,539			86,829		810,858		—			1,094,226

Property, plant and equipment, at cost				413,149			98,019		354,119		—			865,287
	Less accumulated depreciation and amortization			269,831			50,406		105,441		—			425,678

		Net property, plant and equipment		143,318			47,613		248,678		—			439,609

Goodwill				20,108			107,542		187,197		—			314,847
Other intangible assets				823			68,310		116,402		—			185,535
Investment in subsidiaries and intercompany accounts				1,146,364			587,231		30,017		(1,742,468	)		21,144
Other assets				24,426			—		10,956		—			35,382

		Total assets	$	1,531,578		$	897,525	$	1,404,108	$	(1,742,468	)	$	2,090,743

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	51	$	—		$	238
	Notes payable to banks			—			—		8,824		—			8,824
	Accounts payable			45,854			15,254		118,706		—			179,814
	Accrued expenses			54,368			8,147		91,171		—			153,686
	Dividends payable			4,352			—		—		—			4,352

		Total current liabilities		104,761			23,401		218,752		—			346,914

Deferred income taxes				16,083			25,004		48,835		—			89,922
Long-term debt, excluding current installments				467,511			—		1,085		—			468,596
Other noncurrent liabilities				27,331			—		147,853		—			175,184
Commitments and contingencies
Shareholders' equity:
	Common stock of $1 par value			27,900			457,950		2,582		(460,532	)		27,900
	Additional paid-in capital			—			181,542		156,188		(337,730	)		—
	Retained earnings			850,269			209,628		670,933		(880,561	)		850,269
	Accumulated other comprehensive income			63,645			—		63,645		(63,645	)		63,645
	Treasury stock			(25,922	)		—		—		—			(25,922	)

		Total Valmont Industries, Inc. shareholders' equity		915,892			849,120		893,348		(1,742,468	)		915,892

Noncontrolling interest in consolidated subsidiaries				—			—		94,235		—			94,235

	Total shareholders' equity			915,892			849,120		987,583		(1,742,468	)		1,010,127

	Total liabilities and shareholders' equity		$	1,531,578		$	897,525	$	1,404,108	$	(1,742,468	)	$	2,090,743

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 26, 2011

						Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operations:
	Net earnings						25,609			9,319			11,050			(19,105	)		26,873
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				5,002			3,130			9,033			—			17,165
			Stock-based compensation				1,312			—			—			—			1,312
			Defined benefit pension plan expense				—			—			1,497			—			1,497
			Loss on sales of property, plant and equipment				(13	)		(13	)		93			—			67
			Equity in losses of nonconsolidated subsidiaries				(67	)					(887	)		—			(954	)
			Deferred income taxes				59			(260	)		985			—			784
			Other adjustments				—			—			—			—			—
			Changes in assets and liabilities:
				Receivables			(23,751	)		13,938			(37	)		—			(9,850	)
				Inventories			(19,368	)		(5,276	)		(15,400	)		—			(40,044	)
				Prepaid expenses			(602	)		(89	)		(4,055	)		—			(4,746	)
				Accounts payable			11,238			216			11,498			—			22,952
				Accrued expenses			4,418			229			(16,098	)		—			(11,451	)
				Other noncurrent liabilities			(1,063	)		—			(427	)		—			(1,490	)
				Income taxes payable/refundable			15,143			—			(11,571	)		—			3,572

					Net cash flows from operations		17,917			21,194			(14,319	)		(19,105	)		5,687

Cash flows from investing activities:
	Purchase of property, plant and equipment						(2,024	)		(4,133	)		(6,452	)		—			(12,609	)
	Proceeds from sale of property and equipment						14			13			72			—			99
	Acquisitions, net of cash acquired						—			—			—			—			—
	Cash restricted for acquisitions						—			—			—			—			—
	Dividends to noncontrolling interests						—			—			—			—			—
	Other, net						(15,881	)		(16,512	)		14,287			19,105			999

					Net cash flows from investing activities		(17,891	)		(20,632	)		7,907			19,105			(11,511	)

Cash flows from financing activities:
	Net repayments under short-term agreements						—			—			816			—			816
	Proceeds from long-term borrowings						23,000			—			—			—			23,000
	Principal payments on long-term obligations						(7,000	)		—			(40	)		—			(7,040	)
	Dividends paid						(4,358	)		—			—			—			(4,358	)
	Proceeds from exercises under stock plans						15,993			—			—			—			15,993
	Excess tax benefits from stock option exercises						2,659			—			—			—			2,659
	Purchase of treasury shares						(4,802	)		—			—			—			(4,802	)
	Purchase of common treasury shares—stock plan exercises						(18,153	)		—			—			—			(18,153	)

					Net cash flows from financing activities		7,339			—			776			—			8,115

Effect of exchange rate changes on cash and cash equivalents							—			—			9,076			—			9,076

Net change in cash and cash equivalents							7,365			562			3,440			—			11,367
Cash and cash equivalents—beginning of year							8,015			619			338,270			—			346,904

Cash and cash equivalents—end of period						$	15,380		$	1,181		$	341,710		$	—		$	358,271

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Guarantor/Non-Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 27, 2010

						Parent			Guarantors			Non-Guarantors			Eliminations			Total

Cash flows from operations:
	Net earnings					$	16,635		$	2,562		$	7,550		$	(10,112	)	$	16,635
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				4,988			3,183			3,038			—			11,209
			Stock-based compensation				1,599			—			—			—			1,599
			Loss on sales of property, plant and equipment				8			—			56			—			64
			Equity in losses of nonconsolidated subsidiaries				(114	)		—			—			—			(114	)
			Deferred income taxes				1,585			(29	)		1,184			—			2,740
			Other adjustments				—			—			20			—			20
			Changes in assets and liabilities:
				Receivables			(12,826	)		8,433			4,048			—			(345	)
				Inventories			(514	)		3,200			(5,482	)		—			(2,796	)
				Prepaid expenses			(243	)		(55	)		1,761			—			1,463
				Accounts payable			1,429			(2,647	)		(913	)		—			(2,131	)
				Accrued expenses			(5,071	)		(7,554	)		1,877			—			(10,748	)
				Other noncurrent liabilities			111			—			(271	)		—			(160	)
				Income taxes payable/refundable			1,851			—			(19	)		—			1,832

					Net cash flows from operations		9,438			7,093			12,849			(10,112	)		19,268

Cash flows from investing activities:
	Purchase of property, plant and equipment						(2,605	)		(48	)		(1,902	)		—			(4,555	)
	Proceeds from sale of property and equipment						—			3			93			—			96
	Acquisitions, net of cash acquired						—			—			(7,460	)		—			(7,460	)
	Cash restricted for acquisitions						(264,000	)		—			—			—			(264,000	)
	Dividends to noncontrolling interests						—			—			(295	)		—			(295	)
	Other, net						2,958			(7,997	)		(2,526	)		10,112			2,547

					Net cash flows from investing activities		(263,647	)		(8,042	)		(12,090	)		10,112			(273,667	)

Cash flows from financing activities:
	Net repayments under short-term agreements						—			—			(1,458	)		—			(1,458	)
	Proceeds from long-term borrowings						191,000			—			—			—			191,000
	Principal payments on long-term obligations						—			—			(39	)		—			(39	)
	Dividends paid						(3,944	)		—			—			—			(3,944	)
	Proceeds from exercises under stock plans						1,803			—			—			—			1,803
	Excess tax benefits from stock option exercises						1,010			—			—			—			1,010
	Purchase of treasury shares						(877	)		—			—			—			(877	)
	Purchase of common treasury shares—stock plan exercises						(1,595	)		—			—			—			(1,595	)

					Net cash flows from financing activities		187,397			—			(1,497	)		—			185,900

Effect of exchange rate changes on cash and cash equivalents							—			—			(2,300	)		—			(2,300	)

Net change in cash and cash equivalents							(66,812	)		(949	)		(3,038	)		—			(70,799	)
Cash and cash equivalents—beginning of year							82,017			1,666			97,103			—			180,786

Cash and cash equivalents—end of period						$	15,205		$	717		$	94,065		$	—		$	109,987

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION

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:

•: Engineered Infrastructure Products (previously referred to as Engineered Support Structures) segment includes Delta's lighting, communication, access systems and roadway safety products;
•: Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;
•: Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;
•: Delta's management administration expenses are included in "Net corporate expense".

It was not necessary to reclassify fiscal 2010 to conform to the fiscal 2011 presentation.

Table of Contents

Results of Operations

Dollars in thousands, except per share amounts

			Thirteen Weeks Ended

			March 26, 2011			March 27, 2010			% Increase (Decrease)
Consolidated
	Net sales		$	567,949		$	367,402			54.6	%
	Gross profit			136,493			100,730			35.5	%
		as a percent of sales		24.0	%		27.4	%
	SG&A expense			91,192			69,080			32.0	%
		as a percent of sales		16.1	%		18.8	%
	Operating income			45,301			31,650			43.1	%
		as a percent of sales		8.0	%		8.6	%
	Net interest expense			6,484			5,606			15.7	%
	Effective tax rate			33.9	%		36.4	%
	Net earnings attributable to Valmont Industries, Inc.			25,609			16,463			55.6	%
	Earnings per share attributable to Valmont Industries, Inc—diluted		$	0.97		$	0.62			54.8	%
Engineered Infrastructure Products segment
	Net sales		$	162,986		$	105,904			53.9	%
	Gross profit			36,163			27,904			29.6	%
	SG&A expense			33,960			25,293			34.3	%
	Operating income			2,203			2,611			-15.6	%
Utility Support Structures segment
	Net sales		$	125,339		$	112,929			11.0	%
	Gross profit			29,302			30,474			-3.8	%
	SG&A expense			15,803			15,768			0.2	%
	Operating income			13,499			14,706			-8.2	%
Coatings segment
	Net sales		$	61,945		$	22,166			179.5	%
	Gross profit			18,643			7,657			143.5	%
	SG&A expense			8,351			3,125			167.2	%
	Operating income			10,292			4,532			127.1	%
Irrigation segment
	Net sales		$	151,045		$	108,636			39.0	%
	Gross profit			38,415			28,377			35.4	%
	SG&A expense			14,521			12,979			11.9	%
	Operating income			23,894			15,398			55.2	%
Other
	Net sales		$	66,634		$	17,767			275.0	%
	Gross profit			13,871			6,186			124.2	%
	SG&A expense			4,957			1,922			157.9	%
	Operating income			8,914			4,264			109.1	%
Net Corporate expense
	Gross profit			99			132			-25.0	%
	SG&A expense			13,600			9,993			36.1	%
	Operating loss			(13,501	)		(9,861	)		-36.9	%

Table of Contents

Acquisition of Delta plc

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. Therefore, Delta's operating results were not included in our first quarter 2010 results. Delta's sales and operating income included in our statement of earnings in the first quarter of 2011 was $133.2 million. Delta's operating income in the first quarter of 2011 was $6.2 million, including $2.0 million in depreciation and amortization expenses related to the acquisition.

On a segment reporting basis, Delta's operations are included in our results as follows:

•: Engineered Infrastructure Products Segment—manufacture of poles, roadway safety systems and access systems;
•: Coatings Segment—galvanizing operations in Australia, the U.S. and Asia; and
•: Other—manufacture of steel grinding media and electrolytic manganese dioxide

Delta's sales and operating income by segment in the first quarter of 2011 were as follows (in millions):

	Net Sales		Operating Income

Engineered Infrastructure Products	$	50.8	$	3.9
Coatings		37.2		3.8
Other		45.2		2.6
Net corporate expense		—		(4.1	)

Total	$	133.2	$	6.2

Overview

On a consolidated basis, the increase in net sales in the first quarter of fiscal 2011, as compared with 2010, were mainly due to the Delta acquisition ($133.2 million) and improved sales in the Irrigation ($42.4 million), Utility ($12.4 million) and Coatings ($2.6 million, exclusive of Delta) segments. Aside from the impact of the Delta acquisition, sales in the Engineered Infrastructure Products (EIP) segment were $6.3 million higher in 2011, as compared with the first quarter of fiscal 2010.

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

•: Raw material inflation in 2011 was higher than 2010. In particular, steel prices have been rising significantly in 2011. This factor has resulted in an increase in LIFO expense of $7.0 million in our operations that report their inventory on a last-in, first-out basis.
•: Competitive pricing environments in the U.S. and European EIP markets in light of rising raw material prices have compressed gross profit margins in this segment.

Table of Contents

•: Our Australian operations were adversely impacted by heavy rains and flooding, which negatively affected sales volumes and factory utilization. While our operations themselves did not sustain material damage, the flooding disrupted our customers and suppliers which, in turn, affected our operations.

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

•: Expenses related to the Delta operations ($21.4 million), which was not included in our 2010 first quarter consolidated amounts; and
•: Increased employee incentive accruals of $1.7 million, due to improved operating results.

These increases were somewhat offset by $1.8 million in lower acquisition and integration costs associated with the Delta acquisition.

On a reportable segment basis, the Irrigation and Coatings segments reported increased operating income and the EIP and Utility segments reported slightly lower operating income in the first quarter of fiscal 2011, as compared with 2010.

The increase in net interest expense in the first quarter of fiscal 2011, as compared with 2010, was mainly due to $5.0 million in interest 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 related to providing the required bridge loan funding commitment for the Delta acquisition and additional interest income from Delta's cash balances.

The decrease in the effective income tax rate in first quarter of fiscal 2011, as compared with 2010, was mainly due to the non-deductibility of a portion of the Delta acquisition expenses incurred in 2010.

Our cash flows provided by operations were approximately $5.7 million in 2011, as compared with $19.3 million in 2010. Despite increased net earnings in 2011, as compared with 2010, increased working capital in 2011 was the main reasons for the lower operating cash flow in 2011.

Engineered Infrastructure Products (EIP) segment

The increase in net sales in the first quarter 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 rising raw material prices. In the Lighting product line, 2011 North American first quarter sales were down slightly as compared with 2010. Market conditions in North America continue to be weak, especially in the market that is funded 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. Commercial lighting market sales in the first quarter of 2011 were comparable with 2010. In Europe, sales were higher in the first quarter of 2011, as compared with 2010. However, pricing and product mix generally was unfavorable due to weak demand, as the European economy was sluggish.

Sales in the communication structures product line were higher in the first quarter of fiscal 2011, as compared with 2010. Sales were flat in North America. In China, sales of wireless communication structures likewise were higher in 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.

Table of Contents

Operating income for the segment was slightly lower in the first quarter 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 prices that were not able to be recovered through sales price increases hampered operating income for the segment, included LIFO expense that was $1.3 million higher in fiscal 2011 than in 2010. The impact of lower sales on operating profit was mitigated to an extent by factory operational improvements. The increase in SG&A expense in fiscal 2011 was mainly due to the acquisition of the Delta operations ($9.8 million), offset to a degree by lower spending levels in North America and Asia.

Utility Support Structures (Utility) segment

In the Utility segment, the sales increase in fiscal 2011, as compared with 2010, was 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. We believe this increase in investment is due in part to an improving U.S. economy. Pricing continues to be very competitive, which is reflective of depressed market conditions when utility structures projects were bid out in 2010. In international markets, the sales decrease was mainly due to lower project sales into emerging markets and lower sales volumes in China.

Despite higher sales, operating income was slightly lower in fiscal 2011, as compared with 2010, mainly due to lower international sales volumes. Gross profit margins were negatively affected by an unfavorable product mix in North America and rising steel costs, which mitigated the effect of higher sales volumes on operating income. SG&A expenses for the segment in fiscal 2011 were comparable with 2010.

Coatings segment

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 2011 increased over 2010, mainly due to the effect of the Delta businesses ($4.7 million).

Irrigation segment

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 projected 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 $4.1 million in increased LIFO expense in fiscal 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 ($0.8 million).

Table of Contents

Other

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 due to the addition of the Delta operations and stronger sales demand for tubing products.

Net corporate expense

The increase in net corporate expense in the first quarter of 2011, as compared with 2010 was mainly due to Delta ($4.1 million). The Delta expenses include pension plan expenses of $1.5 million, and various central administration costs. The London office, which was closed during the first quarter of fiscal 2011, incurred expenses of $1.0 million during the quarter. Aside from the Delta expenses, net corporate expense decreased slightly in 2011, as compared with 2010. The decrease mainly resulting from lower costs associated with the acquisition and integration of Delta of $1.8 million, offset somewhat by $0.8 million in higher employee incentive accruals associated with an increase in profitability in 2011.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows—Net working capital was $809.5 million at March 26, 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 $5.7 million in fiscal 2011, as compared with $19.3 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.

Investing Cash Flows—Capital spending in the fiscal 2011 was $12.6 million, as compared with $4.6 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 $264.0 million of restricted cash to provide funding related to 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 $494.7 million as of March 26, 2011. The increase in borrowings in 2011 was a seasonal increase in borrowings due to the increase in working capital in the U.S.

Sources of Financing and Capital

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 March 26, 2011, our long-term debt to invested capital ratio was 26.5%, 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.

Table of Contents

Our debt financing at March 26, 2011 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $52.5 million, $47.5 million of which was unused at March 26, 2011. Our long-term debt principally consists of:

•: $150 million of senior subordinated notes that bear interest at 6.875% per annum and are due in May 2014. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by certain of our subsidiaries. We are allowed to repurchase all or a portion of the notes at the following redemption prices (stated as a percentage of face value):



Until May 1, 2011	102.292	%
From May 1, 2011 until May 1, 2012	101.146	%
After May 1, 2012	100.000	%

•

$300 million of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by the same subsidiaries as our senior subordinated notes.

•

$280 million revolving credit agreement with a group of banks. We may increase the credit facility by up to an additional $100 million at any time, subject to participating banks increasing the amount of their lending commitments. The interest rate on our borrowings will be, at our option, either:

(a)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by us) plus 125 to 200 basis points (inclusive of facility fees), depending on our ratio of debt to earnings before taxes, interest, depreciation and amortization (EBITDA), or;

(b)

the higher of

•: The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50 basis points plus in each case, 25 to 100 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA, or
•: LIBOR (based on a 1 week interest period) plus 125 to 200 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA

At March 26, 2011, we had $24.0 million in outstanding borrowings under the revolving credit agreement, at a weighted average annual interest rate of 2.54%, 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 March 26, 2011, we had the ability to borrow an additional $236.9 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 March 26, 2011, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at March 26, 2011 were as follows:


Interest-bearing debt			494,731
EBITDA—last 12 months			260,558
Leverage ratio			1.90
EBITDA—last 12 months			260,558
Interest expense—last 12 months			26,850
Interest earned ratio			7.83

Table of Contents

The calculation of EBITDA—last 12 months (March 27, 2010—March 26, 2011) is as follows:


Net cash flows from operations	$	138,639
Interest expense		33,256
Income tax expense		58,850
Deferred income tax benefit		(3,061	)
Noncontrolling interest		(7,126	)
Equity in earnings/(losses) in nonconsolidated subsidiaries		3,279
Stock-based compensation		(6,867	)
Changes in assets and liabilities, net of acquisitions		50,862
Other		477

EBITDA	$	260,558

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.

Financial Obligations and Financial Commitments

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.

Off Balance Sheet Arrangements

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.

Critical Accounting Policies

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 quarter ended March 26, 2011.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There were no material changes in the company's market risk during the quarter ended March 27, 2010. 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.

Table of Contents

Item 4. Controls and Procedures

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.

Table of Contents

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

		(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
December 26, 2010 to January 22, 2011			—		—		—		—
January 23, 2011 to February 26, 2011			163,436	$	109.66		—		—
February 27, 2011 to March 26, 2011			2,299	$	100.17		—		—

	Total		165,735	$	109.53		—		—

During the first 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.

Item 5. Other Information

Valmont's annual meeting of stockholders was held on April 26, 2011. The stockholders elected three directors to serve three-year terms and ratified the appointment of Deloitte & Touche LLP to audit the Company's financial statements for fiscal 2011. For the annual meeting there were 26,388,998 shares outstanding and eligible to vote of which 24,584,538 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

Election of Directors:



Mogens C. Bay.	22,555,069	282,330	1,747,139
Walter Scott, Jr.	22,706,006	131,393	1,747,139
Clark T. Randt, Jr.	22,764,302	73,097	1,747,139

Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2011:


For			24,373,263
Against			192,217
Abstain			19,058

Advisory vote on executive compensation:


For			22,488,602
Against			148,686
Abstain			200,111
Broker non-votes			1,747,139

Table of Contents

Advisory vote on the frequency of holding an advisory vote on executive compensation:


1 year			21,540,783
2 years			26,692
3 years			1,211,887
Abstain			58,037
Broker non-votes			1,747,139

Item 6. Exhibits

(a): Exhibits

Exhibit No.			Description

	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 the Company's Quarterly Report on Form 10-Q for the quarter ended March 26, 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 Financial Statements (tagged as blocks of text).

Table of Contents

SIGNATURES

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.


		VALMONT INDUSTRIES, INC. (Registrant)
		/s/ TERRY J. MCCLAIN Terry J. McClain Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Dated this 29th day of April, 2011.

Table of Contents

Index of Exhibits

Exhibit No.			Description

	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 the Company's Quarterly Report on Form 10-Q for the quarter ended March 26, 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 Financial Statements (tagged as blocks of text).