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 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

		Page No.
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

2

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.

3

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.

4

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.

5

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.

6

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

7

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

8

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.

9

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.

10

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

11

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

12

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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 twenty-six weeks ended were as follows:

	June 25, 2011		June 26, 2010
Interest	$	17,409	$	9,534
Income taxes		18,639		11,869

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 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

        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.

13

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

6. Long-term Debt

		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

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $14,770 at June 25, 2011. $300,000 principal amount of the notes were issued in April 2010 and $150,000 principal amount of the notes were issued in June 2011. The notes bear interest at 6.625% per annum and are due in April 2020. The premium will be amortized against interest expense as interest payments are made over the term of the notes. These notes may be repurchased at specified prepayment premiums. These notes and the senior subordinated notes are guaranteed by certain subsidiaries of the Company.

(b)

The $150,000 of senior subordinated 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 redemption premium of approximately $1,700 was recorded in interest expense.

(c)

The revolving credit agreement is with a group of banks for up to $280,000. The Company may increase the credit agreement by up to an additional $100,000 at any time, subject to the participating banks increasing the amount of their lending commitments. The interest rate on outstanding borrowings is, at the Company's option, either:

(i)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company) plus 125 to 200 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or;

(ii)

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 the Company's 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 the Company's ratio of debt to EBITDA

        At June 25, 2011, the Company had $14,000 in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.39%, not including facility fees. The revolving

14

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

6. Long-term Debt (Continued)

credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At June 25, 2011, the Company had the ability to borrow an additional $246,869 under this facility.

(d)

The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity June 1, 2025. The effective interest rates at June 25, 2011 and December 25, 2010 were .50% and .50%, respectively.

        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.

7. 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.

15

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Business Segments (Continued)

        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".

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

16

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Business Segments (Continued)

        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.

				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

17

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

8. Guarantor/Non-Guarantor Financial Information

        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

		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

18

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

		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

19

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

		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

20

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

		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

21

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

CONDENSED CONSOLIDATED BALANCE SHEETS
June 25, 2011

			Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
	Cash and cash equivalents		$	8,269		$	481	$	318,040		$	—		$	326,790
	Receivables, net			122,808			47,872		282,386			—			453,066
	Inventories			105,230			47,349		213,606			—			366,185
	Prepaid expenses			4,748			977		25,137			—			30,862
	Refundable and deferred income taxes			15,971			3,662		15,217			—			34,850
		Total current assets		257,026			100,341		854,386			—			1,211,753
Property, plant and equipment, at cost				416,545			104,750		385,411			—			906,706
	Less accumulated depreciation and amortization			277,747			52,703		128,239			—			458,689
		Net property, plant and equipment		138,798			52,047		257,172			—			448,017
Goodwill				20,108			107,542		194,700			—			322,350
Other intangible assets				742			65,334		116,664			—			182,740
Investment in subsidiaries and intercompany accounts				1,245,517			604,337		(7,420	)		(1,842,434	)		—
Other assets				29,584			—		28,836			—			58,420
		Total assets	$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	85		$	—		$	272
	Notes payable to banks			—			—		11,415			—			11,415
	Accounts payable			73,698			18,304		145,686						237,688
	Accrued expenses			56,903			8,983		75,382			—			141,268
	Dividends payable			4,757			—		—			—			4,757
		Total current liabilities		135,545			27,287		232,568			—			395,400
Deferred income taxes				16,687			25,101		44,818			—			86,606
Long-term debt, excluding current installments				488,094			—		1,036			—			489,130
Other noncurrent liabilities				29,866			—		146,451			—			176,317
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			927,712			237,721		709,050			(946,771	)		927,712
	Accumulated other comprehensive income (loss)			91,259			—		97,401			(97,401	)		91,259
	Treasury stock			(25,288	)		—		—			—			(25,288	)
		Total Valmont Industries, Inc. shareholders' equity		1,021,583			877,213		956,221			(1,842,434	)		1,021,583
Noncontrolling interest in consolidated subsidiaries				—			—		54,244			—			54,244
	Total shareholders' equity			1,021,583			877,213		1,019,465			(1,842,434	)		1,075,827
	Total liabilities and shareholders' equity		$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280

22

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

23

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

						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

24

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

						Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings					$	33,578		$	9,983		$	24,235		$	(32,027	)	$	35,769
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				9,994			6,372			8,214			—			24,580
			Stock-based compensation				3,168			—			—			—			3,168
			Loss on sale of assets				7			7			109			—			123
			Equity in earnings of nonconsolidated subsidiaries				(557	)		—			(362	)		—			(919	)
			Deferred income taxes				(2,918	)		(285	)		373			—			(2,830	)
			Other adjustments				—			—			19			—			19
			Changes in assets and liabilities:
				Receivables			(18,581	)		12,224			(25,714	)		—			(32,071	)
				Inventories			2,390			4,779			(12,629	)		(650	)		(6,110	)
				Prepaid expenses			(2,030	)		(281	)		2,372			—			61
				Accounts payable			6,250			(1,426	)		6,562			—			11,386
				Accrued expenses			(2,419	)		7,007			(2,919	)		—			1,669
				Other noncurrent liabilities			(341	)					8,237			—			7,896
				Income taxes payable/refundable			(4,178	)		14,923			496			—			11,241
					Net cash flows from operations		24,363			53,303			8,993			(32,677	)		53,982
Cash flows from investing activities:
	Purchase of property, plant and equipment						(5,469	)		(589	)		(4,967	)		—			(11,025	)
	Proceeds from sale of assets						10			3			83			—			96
	Acquisitions, gross of cash acquired						—			(436,736	)		(7,383	)		—			(444,119	)
	Cash acquired through acquisitions						—			—			198,809			—			198,809
	Other, net						14,520			(40,113	)		(5,568	)		32,677			1,516
					Net cash flows from investing activities		9,061			(477,435	)		180,974			32,677			(254,723	)
Cash flows from financing activities:
	Net repayments under short-term agreements						—			(6	)		(2,142	)		—			(2,148	)
	Proceeds from long-term borrowings						491,000			—						—			491,000
	Principal payments on long-term obligations						(133,228	)		—			—			—			(133,228	)
	Debt issue costs						(3,858	)											(3,858	)
	Activity under intercompany note						(443,702	)		443,702			—			—			—
	Dividends paid						(7,892	)		—			—			—			(7,892	)
	Dividends to noncontrolling interests						—			—			(3,477	)		—			(3,477	)
	Proceeds from exercises under stock plans						3,197			—			—			—			3,197
	Excess tax benefits from stock option exercises						1,216			—			—			—			1,216
	Purchase of treasury shares						(2,676	)		—			1,799			—			(877	)
	Purchase of common treasury shares—stock plan exercises						(1,961	)		—			—			—			(1,961	)
					Net cash flows from financing activities		(97,904	)		443,696			(3,820	)		—			341,972
Effect of exchange rate changes on cash and cash equivalents							—			—			(7,644	)		—			(7,644	)
Net change in cash and cash equivalents							(64,480	)		19,564			178,503			—			133,587
Cash and cash equivalents—beginning of year							82,017			1,666			97,103			—			180,786
Cash and cash equivalents—end of period						$	17,537		$	21,230		$	275,606		$	—		$	314,373

25

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".

        We reclassified fiscal 2010 to conform to the fiscal 2011 presentation.

26

Results of Operations

Dollars in millions, except per share amounts

			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	%

NM=Not meaningful

27

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. 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

        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):

	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

Overview

        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:

•

Raw material inflation in 2011 was higher than 2010. In particular, steel prices rose significantly in the first quarter of 2011 before moderating somewhat in the second quarter. Overall, steel prices in 2011 were higher than in 2010. Furthermore, LIFO expense increased in the first half of 2011 as compared with the same period in 2010, by $4.3 million, in our operations that report their inventory on a last-in, first-out basis.

•

Competitive pricing environments in most of our markets in light of higher raw material prices have pressured gross profit margins to some degree.

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•

The results of our Australian operations were adversely impacted by heavy rains and flooding in the first quarter of 2011, 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, adversely affected the results of our operations.

        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:

•

Expenses related to the Delta operations ($11.1 and $32.5 million, respectively), which was not included in our 2010 financial statements; and

•

Increased employee incentive accruals of $3.7 million and $5.3 million, respectively, due to improved operating results, and;

•

Increased compensation expenses of $2.4 million and $2.9 million, respectively, associated with increased employment levels and salary increases.

        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:

•

non-deductibility of a portion of the Delta acquisition expenses incurred in 2010 ($3.2 million), and;

•

income tax benefits associated with our 2011 acquisition of the remaining 40% of Donhad that we did not own ($4.1 million), and;

•

net effect of certain income tax contingencies that were reduced this quarter due to expiration of statutes of limitation ($1.4 million)

        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.

29

Engineered Infrastructure Products (EIP) segment

        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.

Utility Support Structures (Utility) segment

        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

30

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.

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 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

        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).

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 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.

Net corporate expense

        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).

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Liquidity and Capital Resources

Cash Flows

        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).

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 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:

•

$450 million of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. $300 million principal amount of the notes were issued in April 2010 and $150 million principal amount of the notes were issued in June 2011. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by certain of our subsidiaries.

•

$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

32

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 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:

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

33

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

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

        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

        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):

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

34

        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.

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 during the fiscal quarter and year-to-date periods ended June 25, 2011.

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 fiscal quarter and year-to-date periods ended June 25, 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 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.

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.

35

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
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		—		—

        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.

Item 5.    Other Information

        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.

Item 6.    Exhibits

(a)

Exhibits

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).

36

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 27th day of July, 2011.

37

Index of Exhibits

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).

38

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is entered into between John G. Graboski (“Executive” or “You”) and Valmont Industries, a Delaware corporation (the “Company”).

Because Executive and COMPANY wish to sever the employment relationship without any disputes or differences and in consideration for the mutual promises contained herein, Executive and COMPANY agree as follows:

1.Separation.  Executive’s employment with the Company shall cease for all purposes effective July 11, 2011 (“Separation Date”).

2.Payroll Calculations.  The Company will pay Executive any accrued but unused vacation as of the Separation Date.  Executive acknowledges that payments for accrued but unused vacation and for separation benefits are taxable as wages to Executive and that the Company is required by applicable law to make withholding for taxes on such payments.

3.Benefits.  Executive’s enrollment for Company provided health benefits will terminate on August 31, 2011.  Executive has the right to elect to continue such benefits at Executive’s own cost pursuant to COBRA and any similar state law.  The Company agrees to provide the Executive, as part of the Severance Payment equivalent to the Executive’s COBRA premium for medical, prescription, dental and vision coverages, as applicable, for a period of 3 months payable in one payment following the date of separation and receipt of this Agreement signed by Executive and expiration of the 7-day rescission and revocation period.

4.Severance payment.  The Company shall provide to Executive a severance payment of 135,068.57, representing the equivalent of twenty-six (26) weeks of salary (“Severance Payment”), at the gross annual bi-weekly rate of $10,389.89, payable on the first corporate payroll process date after January 11, 2012. The Company will withhold applicable taxes and payroll deductions from the Severance Payment.

5.Eligibility for Variable Compensation Plans.

5.1  Annual Incentive Plan.   All rights to any accrued or yet unpaid awards for the Annual Incentive Plan for 2011 shall terminate effective July 11, 2011.  At the discretion of the Human Resources Committee of the Board of Directors, Executive may receive a payment based on the final results of the 2011 Annual Incentive Plan.

5.2  Long Term Incentive Plan (LTIP).   At the discretion of the Human Resource Committee of the Board of Directors, Executive may receive additional compensation for the 2009-2011 Long Term Incentive Plan.

6.Stock Options.Executive shall have until 5:00 p.m., CST on October 6, 2011 to exercise unexercised stock options which were vested as of July 11, 2011.   All options that are not vested as of July 11, 2011 are forfeited.

7.Reserved.

8.Return of Company Records and other Property.  On or before July 13, 2011, the Executive shall return to the Company all of the Company’s property in his possession. Executive agrees to return promptly all files, documents, manuals or property of any kind in Executive’s possession or control including all copies whether electronic or otherwise relating to, or constituting the property of, the Company, its affiliates or customers including, but not limited to, all office keys, keys to Company vehicles, credit cards, security cards, office equipment, cellular phones, computer hardware, software products, agreements or Company products or prototypes.  Executive acknowledges that this obligation is continuing and agrees to promptly return to the Company any subsequently discovered property as described above.  Executive agrees to repay to the Company the amount, if any, of any permanent or temporary compensation advances paid to Executive and the balance, if any, owing by Executive on any credit cards for which the Company is a guarantor and agrees to allow Company to make any deduction from his severance payment to pay such amounts.

9.Re-employment.  Executive understands and agrees that the Company will have no obligation to re-employ Executive.

10.Unauthorized Disclosure of Trade Secrets/Confidential Information. The Executive agrees and understands that due to the Executive’s position with the Company, the Executive has been exposed to, and has received, confidential and proprietary information of the Company relating to the Company’s business or affairs that constitute trade secrets as defined by the Uniform Trade Secrets Act, (the “Trade Secrets”), including but not limited to technical information, product information and formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of Trade Secrets.  Except as such information (i) was known to the Executive prior to his employment by the Company (including, without limitation, his employment by the Company prior to the date of this Agreement) or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this Section, the Executive agrees that at all times thereafter the Executive will keep such Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company.  This confidentiality covenant has no temporal, geographical or territorial restriction.  The Executive agrees that he will not disclose, disseminate and/or publicize, or cause or permit to be disclosed, disseminated or publicized, the existence of this Agreement, or any of the terms of this Agreement, including the severance payment, directly or indirectly, specifically or generally, to any person, corporation, association or governmental agency or other entity.

11.Non-Competition. By and in consideration of the value of the Severance Payment described in paragraph 4 above, Executive agrees that Executive will not, for the full period during which he is receiving Severance Payments, as described in Section 4, engage in any Competitive Activity.  The term “Competitive Activity” means engaging in any of the following activities: (i) serving as a director of any Competitor (as defined below), (ii) directly or indirectly

2

through one or more intermediaries, either controlling any Competitor or owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5 % of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion shall be determined by applying the percentage of the equity interest in such equity owned by the Executive to the interests in such Competitor owned by such entity), (iii) employment by (including serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor) or, managing or operating the business or affairs of, any Competitor or (iv) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. The term “Competitor” as used herein means any person that competes with the Company’s, or its affiliates’, Engineering Support Structures (“ESS”), Utility, Tubing, Coatings and Irrigation segments or product lines at or prior to the time the Executive engages in one or more of the Competitive Activities listed above, within United States of America.  The Parties agree that the Company Engineering Support Structures (“ESS”), Utility, Tubing, Coatings and Irrigation segments currently conduct business in the following areas, among others:  Metal structures and components for the lighting, traffic, wireless communications and utility industries, highway sign industries, galvanizing, anodizing and powder coating services, wind tower structures, steel tubing products and mechanized irrigation systems.  Executive agrees that, in light of the value and duration of the Severance Payment provided for in this Agreement, the restrictions as set forth in this section are reasonable and no greater than necessity.  Executive understands that the restrictions of this paragraph will end upon the expiration of the time period of the payments of the Severance Payments as described in Section 4, above.

12.Non-Solicitation. By and in consideration of the Company’s entering into this Agreement, the Executive agrees that the Executive will not, for the period ending December 31, 2012, directly or indirectly, whether for his own account or for the account of any other person (i) solicit, divert or endeavor to entice away from the Company or any of its affiliates, any Customers or Clients with whom the Executive have contact with as an employee of the Company, , or (ii) solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate thereof. This non-solicitation covenant is limited to the geographic area of the United States of America.

13.Remedies. The Executive agrees that any breach of the terms of Sections 10, 11, 12, and 13 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entries acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive.

3

14.Release.  Executive hereby unconditionally releases and discharges the Company, its parent, affiliates, related companies, predecessors, successors, any Company pension, welfare or other Executive benefit plan, and all of the foregoing entities’ owners, officers, directors, shareholders, partners, employees, agents, consultants, representatives, attorneys, trustees, administrators, and any entity affiliated with any of the foregoing, without limitation, any and all claims of any type whatsoever related or in any manner incidental to Executive’s employment with the Company or the termination there from, claims or demands related to salary, bonuses, vacation pay, expense reimbursement, separation pay or any other form of compensation. It is expressly understood by Executive that among the various rights and claims being waived in this release are those arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621, et seq.), the federal Civil Rights laws, the Americans with Disabilities Act, or any other federal, state or local law, regulation or ordinance, wrongful discharge, discrimination of any kind, harassment, fraud, tort law, contract law, defamation, emotional distress or the implied covenant of good faith and fair dealing that Executive now has or that may hereafter arise out of any relationship between the parties to date, including the termination of Executive’s employment, whether known or unknown, foreseen or unforeseen, at the time of executing this Agreement. Nothing herein shall be deemed to release or otherwise extinguish any claim which Executive may have against the Company arising out of a breach of the Company’s obligations hereunder.

15.Covenant Not To Sue.  Executive represents and warrants that Executive has not instituted any lawsuit, charge, or demand against or otherwise sued the Company or any of those named in Section 14 based on any claim relating in any way to Executive’s employment relationship with the Company up to the time of executing this Agreement, and Executive agrees that Executive shall not initiate any such lawsuit against or otherwise sue the Company or any person or entity released by this Agreement.  As a remedy for breach of this covenant not to sue, a defending party may recover its legal fees and costs as damages.

16.Non-Disparagement.  Executive agrees not to make any negative or disparaging remarks or comments about the Company, its affiliated or related companies, or any of the foregoing entities’ directors, officers, employees, products or services.

17.Cooperation.  Executive agrees to be reasonably available for consultation with and assistance to Company representatives with respect to matters and issues within Executive’s job responsibilities or knowledge during Executive’s employment by the Company.  Executive acknowledges and agrees that such cooperation with the Company is necessary for a proper and orderly transition and that the consideration set forth herein fully compensates Executive for this reasonable cooperation.  Executive has hereby resigned as an officer and director of any Valmont subsidiaries or affiliate corporations and will assist the Company in completing any related corporate documentation.

18.Right to Review.  Executive will have until August 1, 2011, which is twenty-one (21) days in total, not including the date Executive received this Agreement, within which to consider this Agreement and to review this Agreement with an attorney, if desired.  Executive understands, however, that he is free to sign and return this Agreement at any time within the 21-

4

day period.  Executive agrees that any changes to this Agreement, whether material or immaterial, do not restart the running of the twenty-one (21) day period.

19.Rescission and Revocation.  Executive also may rescind and revoke this Agreement and release within seven (7) calendar days after signing it, not including the date Executive signs the Agreement, to assert claims under the Age Discrimination in Employment Act.  To be effective, the rescission or revocation must be in writing and hand-delivered or mailed to Andy Massey, Corporate Attorney, within the applicable seven (7) day period.  If delivered by hand, it must be given to Andy Massey, Corporate Attorney, within the applicable seven (7) day period.  If mailed, the rescission or revocation must be (a) postmarked within the applicable period, (b) properly addressed as set forth above, and (c) sent by Certified Mail, Return Receipt Requested.  Should Executive choose to rescind and revoke this Agreement all terms of this Agreement are canceled and thereby ineffective.

20.Prior Understandings Superceded.  This Agreement supersedes all prior oral and written agreements, understandings, and communications between the parties.  Executive understands and agrees that any and all claims which Executive might have against the Company and all those named in the release above are fully released and discharged by this Agreement, and that the only claims which Executive may hereafter assert against the Company will be those derived solely from an alleged breach of the terms of this Agreement or any acts occurring after the execution of this Agreement.

21.Severability.  In case any one or more of the provisions of this Agreement should be determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby; the provisions of this Agreement are severable.

22.Notices.  All notices and other communications required or permitted by this Agreement, not including a rescission and revocation of this Agreement as specified above, shall be in writing and shall be deemed to have been duly given if hand-delivered or three (3) days after mailing if mailed by First Class, Certified Mail, Postage Pre-paid:

To the Company:	Valmont Industries, Inc.
	Attention: Andy Massey
	One Valmont Plaza
	Omaha, NE 68154
To the Executive:	John G. Graboski

at the last known residence address of the Executive as reflected in the records of the Company.

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23.Non-Admission.  The parties agree that nothing in this Agreement is intended to be, and shall not be deemed to be, an admission of liability or wrongdoing, an admission of the existence of any facts upon which liability or wrongdoing could be based, or a waiver of any defense to any such liability or wrongdoing.

24.Writing Required.  This Agreement may be amended or modified only by a writing signed by both parties hereto.

25.Choice of Law.  This Agreement shall be construed and interpreted in accordance with the substantive laws of the State of Nebraska without giving effect to its conflict of laws principles.  The Executive submits to the jurisdiction of the federal and state courts located in Douglas County, Nebraska and consents that it may be served with any process or paper by registered mail or by personal service within or without the State of Nebraska in accordance with applicable law.  Furthermore, the Executive waives and agrees not to assert in any action, suit or proceeding brought by Company to enforce this agreement that it is not personally subject to the jurisdiction of such Douglas County, Nebraska courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper.

26.Voluntary and Knowing Action.  Executive acknowledges that Executive has read and understands the terms of this Agreement and that Executive is voluntarily and without duress entering into this Agreement with full knowledge of its implications.  In that this Agreement establishes certain legally enforceable rights and obligations, the Company expressly advises Executive to consult with an attorney prior to signing this Agreement.  This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

EXECUTIVE		COMPANY
/s/ John G. Graboski		By	/s/ Terry J. McClain
John G. Graboski		Title	Senior Vice President and CFO
Date:	7/13/11	Date:	7/13/11

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EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Mogens C. Bay, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 25, 2011 of Valmont Industries, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ MOGENS C. BAY
Mogens C. Bay
Chairman and Chief Executive Officer

Date: July 27, 2011

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Exhibit 31.1

EX-31.2

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Exhibit 31.2

I, Terry J. McClain, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 25, 2011 of Valmont Industries, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ TERRY J. MCCLAIN
Terry J. McClain
Senior Vice President and Chief Financial Officer

Date: July 27, 2011

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Exhibit 31.2

EX-32.1

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        The undersigned, Mogens C. Bay, Chairman and Chief Executive Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 2011 (the "Report").

        The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of July 2011.

/s/ MOGENS C. BAY
Mogens C. Bay
Chairman and Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        The undersigned, Terry J. McClain, Senior Vice President and Chief Financial Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 2011 (the "Report").

        The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of July 2011.

/s/ TERRY J. MCCLAIN
Terry J. McClain
Senior Vice President and Chief Financial Officer

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Exhibit 32.1

XML



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 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)
Total other income (expenses)	(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)
Total Income tax expense (benefit)	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 (in dollars per share)	$ 1.74	$ 0.66	$ 2.72	$ 1.29
Earnings per share attributable to Valmont Industries, Inc.-Diluted (in dollars per share)	$ 1.72	$ 0.65	$ 2.69	$ 1.27
Cash dividends per share (in dollars per share)	$ 0.180	$ 0.165	$ 0.345	$ 0.315
Weighted average number of shares of common stock outstanding-Basic (000 omitted) (in shares)	26,333	26,087	26,302	26,059
Weighted average number of shares of common stock outstanding-Diluted (000 omitted) (in shares)	26,585	26,448	26,561	26,434

XML



Cash Flows

6 Months Ended

Jun. 25, 2011

Cash Flows

Cash Flows

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 twenty-six weeks ended were as follows:

	June 25, 2011		June 26, 2010
Interest	$	17,409	$	9,534
Income taxes		18,639		11,869

XML



Earnings Per Share

6 Months Ended

Jun. 25, 2011

Earnings Per Share

Earnings Per Share

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 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

        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.

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Long-term Debt

6 Months Ended

Jun. 25, 2011

Long-term Debt.

Long-term Debt

6. Long-term Debt

		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

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $14,770 at June 25, 2011. $300,000 principal amount of the notes were issued in April 2010 and $150,000 principal amount of the notes were issued in June 2011. The notes bear interest at 6.625% per annum and are due in April 2020. The premium will be amortized against interest expense as interest payments are made over the term of the notes. These notes may be repurchased at specified prepayment premiums. These notes and the senior subordinated notes are guaranteed by certain subsidiaries of the Company.

(b)

The $150,000 of senior subordinated 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 redemption premium of approximately $1,700 was recorded in interest expense.

(c)

The revolving credit agreement is with a group of banks for up to $280,000. The Company may increase the credit agreement by up to an additional $100,000 at any time, subject to the participating banks increasing the amount of their lending commitments. The interest rate on outstanding borrowings is, at the Company's option, either:

(i)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company) plus 125 to 200 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or;

(ii)

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 the Company's 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 the Company's ratio of debt to EBITDA

•         At June 25, 2011, the Company had $14,000 in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.39%, not including facility fees. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At June 25, 2011, the Company had the ability to borrow an additional $246,869 under this facility.

(d)

The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity June 1, 2025. The effective interest rates at June 25, 2011 and December 25, 2010 were .50% and .50%, respectively.

        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.

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Business Segments

6 Months Ended

Jun. 25, 2011

Business Segments

Business Segments

7. 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".

        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.

				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

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Guarantor/Non-Guarantor Financial Information

6 Months Ended

Jun. 25, 2011

Guarantor/Non-Guarantor Financial Information

Guarantor/Non-Guarantor Financial Information

8. Guarantor/Non-Guarantor Financial Information

        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

		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

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

		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

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

		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

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

		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

CONDENSED CONSOLIDATED BALANCE SHEETS
June 25, 2011

			Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
	Cash and cash equivalents		$	8,269		$	481	$	318,040		$	—		$	326,790
	Receivables, net			122,808			47,872		282,386			—			453,066
	Inventories			105,230			47,349		213,606			—			366,185
	Prepaid expenses			4,748			977		25,137			—			30,862
	Refundable and deferred income taxes			15,971			3,662		15,217			—			34,850
		Total current assets		257,026			100,341		854,386			—			1,211,753
Property, plant and equipment, at cost				416,545			104,750		385,411			—			906,706
	Less accumulated depreciation and amortization			277,747			52,703		128,239			—			458,689
		Net property, plant and equipment		138,798			52,047		257,172			—			448,017
Goodwill				20,108			107,542		194,700			—			322,350
Other intangible assets				742			65,334		116,664			—			182,740
Investment in subsidiaries and intercompany accounts				1,245,517			604,337		(7,420	)		(1,842,434	)		—
Other assets				29,584			—		28,836			—			58,420
		Total assets	$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	85		$	—		$	272
	Notes payable to banks			—			—		11,415			—			11,415
	Accounts payable			73,698			18,304		145,686						237,688
	Accrued expenses			56,903			8,983		75,382			—			141,268
	Dividends payable			4,757			—		—			—			4,757
		Total current liabilities		135,545			27,287		232,568			—			395,400
Deferred income taxes				16,687			25,101		44,818			—			86,606
Long-term debt, excluding current installments				488,094			—		1,036			—			489,130
Other noncurrent liabilities				29,866			—		146,451			—			176,317
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			927,712			237,721		709,050			(946,771	)		927,712
	Accumulated other comprehensive income (loss)			91,259			—		97,401			(97,401	)		91,259
	Treasury stock			(25,288	)		—		—			—			(25,288	)
		Total Valmont Industries, Inc. shareholders' equity		1,021,583			877,213		956,221			(1,842,434	)		1,021,583
Noncontrolling interest in consolidated subsidiaries				—			—		54,244			—			54,244
	Total shareholders' equity			1,021,583			877,213		1,019,465			(1,842,434	)		1,075,827
	Total liabilities and shareholders' equity		$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280

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

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

						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

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

						Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings					$	33,578		$	9,983		$	24,235		$	(32,027	)	$	35,769
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				9,994			6,372			8,214			—			24,580
			Stock-based compensation				3,168			—			—			—			3,168
			Loss on sale of assets				7			7			109			—			123
			Equity in earnings of nonconsolidated subsidiaries				(557	)		—			(362	)		—			(919	)
			Deferred income taxes				(2,918	)		(285	)		373			—			(2,830	)
			Other adjustments				—			—			19			—			19
			Changes in assets and liabilities:
				Receivables			(18,581	)		12,224			(25,714	)		—			(32,071	)
				Inventories			2,390			4,779			(12,629	)		(650	)		(6,110	)
				Prepaid expenses			(2,030	)		(281	)		2,372			—			61
				Accounts payable			6,250			(1,426	)		6,562			—			11,386
				Accrued expenses			(2,419	)		7,007			(2,919	)		—			1,669
				Other noncurrent liabilities			(341	)					8,237			—			7,896
				Income taxes payable/refundable			(4,178	)		14,923			496			—			11,241
					Net cash flows from operations		24,363			53,303			8,993			(32,677	)		53,982
Cash flows from investing activities:
	Purchase of property, plant and equipment						(5,469	)		(589	)		(4,967	)		—			(11,025	)
	Proceeds from sale of assets						10			3			83			—			96
	Acquisitions, gross of cash acquired						—			(436,736	)		(7,383	)		—			(444,119	)
	Cash acquired through acquisitions						—			—			198,809			—			198,809
	Other, net						14,520			(40,113	)		(5,568	)		32,677			1,516
					Net cash flows from investing activities		9,061			(477,435	)		180,974			32,677			(254,723	)
Cash flows from financing activities:
	Net repayments under short-term agreements						—			(6	)		(2,142	)		—			(2,148	)
	Proceeds from long-term borrowings						491,000			—						—			491,000
	Principal payments on long-term obligations						(133,228	)		—			—			—			(133,228	)
	Debt issue costs						(3,858	)											(3,858	)
	Activity under intercompany note						(443,702	)		443,702			—			—			—
	Dividends paid						(7,892	)		—			—			—			(7,892	)
	Dividends to noncontrolling interests						—			—			(3,477	)		—			(3,477	)
	Proceeds from exercises under stock plans						3,197			—			—			—			3,197
	Excess tax benefits from stock option exercises						1,216			—			—			—			1,216
	Purchase of treasury shares						(2,676	)		—			1,799			—			(877	)
	Purchase of common treasury shares—stock plan exercises						(1,961	)		—			—			—			(1,961	)
					Net cash flows from financing activities		(97,904	)		443,696			(3,820	)		—			341,972
Effect of exchange rate changes on cash and cash equivalents							—			—			(7,644	)		—			(7,644	)
Net change in cash and cash equivalents							(64,480	)		19,564			178,503			—			133,587
Cash and cash equivalents—beginning of year							82,017			1,666			97,103			—			180,786
Cash and cash equivalents—end of period						$	17,537		$	21,230		$	275,606		$	—		$	314,373

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 25, 2011

Summary of Significant Accounting Policies

Condensed consolidated financial statements

• 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

• 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

• 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 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

• 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 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)

• 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

• 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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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 25, 2011

Summary of Significant Accounting Policies

Components of inventories

	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

Compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock option

	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

Valuation methodologies used for assets and liabilities measured at fair value

				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	$	—	$	—

Components of accumulated other comprehensive income (loss)

	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

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Acquisitions (Tables)

6 Months Ended

Jun. 25, 2011

Acquisitions

Pro forma results of operations

	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

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 25, 2011

Goodwill and Intangible Assets

Components of amortized intangible assets

	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

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

Schedule of future estimated amortization expense

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

Non-amortized intangible assets

	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

Carrying amount of goodwill

	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

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Cash Flows (Tables)

6 Months Ended

Jun. 25, 2011

Cash Flows

Cash payments for interest and income taxes (net of refunds)

	June 25, 2011		June 26, 2010
Interest	$	17,409	$	9,534
Income taxes		18,639		11,869

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 25, 2011	Dec. 25, 2010
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
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

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Earnings Per Share (Tables)

6 Months Ended

Jun. 25, 2011

Earnings Per Share

Reconciliation of basic and diluted earnings per share (EPS)

		Basic EPS		Dilutive Effect of Stock Options			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

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Long-term Debt (Tables)

6 Months Ended

Jun. 25, 2011

Long-term Debt.

Long-term debt

		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

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $14,770 at June 25, 2011. $300,000 principal amount of the notes were issued in April 2010 and $150,000 principal amount of the notes were issued in June 2011. The notes bear interest at 6.625% per annum and are due in April 2020. The premium will be amortized against interest expense as interest payments are made over the term of the notes. These notes may be repurchased at specified prepayment premiums. These notes and the senior subordinated notes are guaranteed by certain subsidiaries of the Company.

(b)

The $150,000 of senior subordinated 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 redemption premium of approximately $1,700 was recorded in interest expense.

(c)

The revolving credit agreement is with a group of banks for up to $280,000. The Company may increase the credit agreement by up to an additional $100,000 at any time, subject to the participating banks increasing the amount of their lending commitments. The interest rate on outstanding borrowings is, at the Company's option, either:

(i)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by the Company) plus 125 to 200 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or;

(ii)

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 the Company's 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 the Company's ratio of debt to EBITDA

•         At June 25, 2011, the Company had $14,000 in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.39%, not including facility fees. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At June 25, 2011, the Company had the ability to borrow an additional $246,869 under this facility.

(d)

The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity June 1, 2025. The effective interest rates at June 25, 2011 and December 25, 2010 were .50% and .50%, respectively.

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Business Segments (Tables)

6 Months Ended

Jun. 25, 2011

Business Segments

Segment reporting information of sales and operating income

				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

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Guarantor/Non-Guarantor Financial Information (Tables)

6 Months Ended

Jun. 25, 2011

Guarantor/Non-Guarantor Financial Information

Condensed Consolidated Statements of Operations

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

		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

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

		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

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

		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

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

		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

Condensed Consolidated Balance Sheets

CONDENSED CONSOLIDATED BALANCE SHEETS
June 25, 2011

			Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
	Cash and cash equivalents		$	8,269		$	481	$	318,040		$	—		$	326,790
	Receivables, net			122,808			47,872		282,386			—			453,066
	Inventories			105,230			47,349		213,606			—			366,185
	Prepaid expenses			4,748			977		25,137			—			30,862
	Refundable and deferred income taxes			15,971			3,662		15,217			—			34,850
		Total current assets		257,026			100,341		854,386			—			1,211,753
Property, plant and equipment, at cost				416,545			104,750		385,411			—			906,706
	Less accumulated depreciation and amortization			277,747			52,703		128,239			—			458,689
		Net property, plant and equipment		138,798			52,047		257,172			—			448,017
Goodwill				20,108			107,542		194,700			—			322,350
Other intangible assets				742			65,334		116,664			—			182,740
Investment in subsidiaries and intercompany accounts				1,245,517			604,337		(7,420	)		(1,842,434	)		—
Other assets				29,584			—		28,836			—			58,420
		Total assets	$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	85		$	—		$	272
	Notes payable to banks			—			—		11,415			—			11,415
	Accounts payable			73,698			18,304		145,686						237,688
	Accrued expenses			56,903			8,983		75,382			—			141,268
	Dividends payable			4,757			—		—			—			4,757
		Total current liabilities		135,545			27,287		232,568			—			395,400
Deferred income taxes				16,687			25,101		44,818			—			86,606
Long-term debt, excluding current installments				488,094			—		1,036			—			489,130
Other noncurrent liabilities				29,866			—		146,451			—			176,317
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			927,712			237,721		709,050			(946,771	)		927,712
	Accumulated other comprehensive income (loss)			91,259			—		97,401			(97,401	)		91,259
	Treasury stock			(25,288	)		—		—			—			(25,288	)
		Total Valmont Industries, Inc. shareholders' equity		1,021,583			877,213		956,221			(1,842,434	)		1,021,583
Noncontrolling interest in consolidated subsidiaries				—			—		54,244			—			54,244
	Total shareholders' equity			1,021,583			877,213		1,019,465			(1,842,434	)		1,075,827
	Total liabilities and shareholders' equity		$	1,691,775		$	929,601	$	1,444,338		$	(1,842,434	)	$	2,223,280

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

Condensed Consolidated Statements of Cash Flows

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

						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

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

						Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings					$	33,578		$	9,983		$	24,235		$	(32,027	)	$	35,769
		Adjustments to reconcile net earnings to net cash flow from operations:
			Depreciation				9,994			6,372			8,214			—			24,580
			Stock-based compensation				3,168			—			—			—			3,168
			Loss on sale of assets				7			7			109			—			123
			Equity in earnings of nonconsolidated subsidiaries				(557	)		—			(362	)		—			(919	)
			Deferred income taxes				(2,918	)		(285	)		373			—			(2,830	)
			Other adjustments				—			—			19			—			19
			Changes in assets and liabilities:
				Receivables			(18,581	)		12,224			(25,714	)		—			(32,071	)
				Inventories			2,390			4,779			(12,629	)		(650	)		(6,110	)
				Prepaid expenses			(2,030	)		(281	)		2,372			—			61
				Accounts payable			6,250			(1,426	)		6,562			—			11,386
				Accrued expenses			(2,419	)		7,007			(2,919	)		—			1,669
				Other noncurrent liabilities			(341	)					8,237			—			7,896
				Income taxes payable/refundable			(4,178	)		14,923			496			—			11,241
					Net cash flows from operations		24,363			53,303			8,993			(32,677	)		53,982
Cash flows from investing activities:
	Purchase of property, plant and equipment						(5,469	)		(589	)		(4,967	)		—			(11,025	)
	Proceeds from sale of assets						10			3			83			—			96
	Acquisitions, gross of cash acquired						—			(436,736	)		(7,383	)		—			(444,119	)
	Cash acquired through acquisitions						—			—			198,809			—			198,809
	Other, net						14,520			(40,113	)		(5,568	)		32,677			1,516
					Net cash flows from investing activities		9,061			(477,435	)		180,974			32,677			(254,723	)
Cash flows from financing activities:
	Net repayments under short-term agreements						—			(6	)		(2,142	)		—			(2,148	)
	Proceeds from long-term borrowings						491,000			—						—			491,000
	Principal payments on long-term obligations						(133,228	)		—			—			—			(133,228	)
	Debt issue costs						(3,858	)											(3,858	)
	Activity under intercompany note						(443,702	)		443,702			—			—			—
	Dividends paid						(7,892	)		—			—			—			(7,892	)
	Dividends to noncontrolling interests						—			—			(3,477	)		—			(3,477	)
	Proceeds from exercises under stock plans						3,197			—			—			—			3,197
	Excess tax benefits from stock option exercises						1,216			—			—			—			1,216
	Purchase of treasury shares						(2,676	)		—			1,799			—			(877	)
	Purchase of common treasury shares—stock plan exercises						(1,961	)		—			—			—			(1,961	)
					Net cash flows from financing activities		(97,904	)		443,696			(3,820	)		—			341,972
Effect of exchange rate changes on cash and cash equivalents							—			—			(7,644	)		—			(7,644	)
Net change in cash and cash equivalents							(64,480	)		19,564			178,503			—			133,587
Cash and cash equivalents—beginning of year							82,017			1,666			97,103			—			180,786
Cash and cash equivalents—end of period						$	17,537		$	21,230		$	275,606		$	—		$	314,373

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010	Dec. 25, 2010
Inventories
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent)	37.00%		37.00%
Excess of replacement cost of inventories over the LIFO value	$ 54,400		$ 54,400		$ 42,500
Raw materials and purchased parts	187,897		187,897		133,380
Work-in-process	33,529		33,529		25,891
Finished goods and manufactured goods	199,155		199,155		163,511
Subtotal	420,581		420,581		322,782
LIFO reserve	54,396		54,396		42,559
Net inventory	366,185		366,185		280,223
Stock Plans
Shares of common stock available for issuance under the plans (in shares)	856,165		856,165
Vesting period, minimum			First anniversary from date of grant
Vesting period, maximum			Fifth anniversary from date of grant
Ratable amount vesting annually, low end of the range (in years)			3
Ratable amount vesting annually, high end of the range (in years)			6
Expiration period, low end of the range (in years)			6
Expiration period, high end of the range (in years)			10
Stock-based compensation plans expenses and income tax benefits
Compensation expense	1,215	1,229	2,467	2,457
Income tax benefits	$ 468	$ 467	$ 950	$ 934

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Summary of Significant Accounting Policies (Details 2) (Assets measured at fair value, USD $) In Thousands	Jun. 25, 2011	Dec. 25, 2010
Carrying Value
Assets and liabilities measured at fair value
Trading Securities	$ 19,361	$ 18,433
Quoted market prices in active markets for identical assets (Level 1)
Assets and liabilities measured at fair value
Trading Securities	$ 19,361	$ 18,433

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Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2011	Jun. 25, 2011	Dec. 25, 2010
Accumulated other comprehensive income (loss)
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)
Accumulated other comprehensive income (loss)		91,259	63,645
Derivative Instrument
Debt instrument issued, face amount		150,000
Notional amount of derivative instrument		130,000
Payment to counterparty to settle the derivative contract	3,568
Loss on interest rate cash flow hedge derivative, recorded in accumulated other comprehensive income		$ 3,568

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Acquisitions (Details) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended
	May 31, 2010 Delta, plc. GBP (£)	Jun. 26, 2010 Delta, plc. USD ($)	Jun. 26, 2010 Delta, plc. USD ($)	May 12, 2010 Delta, plc. USD ($)	May 12, 2010 Delta, plc. GBP (£)	Jun. 24, 2011 Donhad USD ($)	Jun. 02, 2011 Irrigation monitoring services company USD ($)
Acquisition
Price paid per share in cash (in pence per share)	£ 1.85
Cash paid for acquisition				$ 436,736	£ 284,463	$ 25,253	$ 1,539
Average exchange rate (in dollars per pound)				1.5353	1.5353
Number of employees				2,500	2,500
Pro forma results of operations
Net sales		545,192	1,041,379
Net earnings		$ 29,578	$ 37,985
Earnings per share-diluted (in dollars per share)		$ 1.14	$ 1.46
Ownership percentage acquired (as a percent)						40.00%	60.00%

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended			6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010	Dec. 25, 2010	Jun. 25, 2011 Customer Relationships	Dec. 25, 2010 Customer Relationships	Jun. 25, 2011 Proprietary Software and Database	Dec. 25, 2010 Proprietary Software and Database	Jun. 25, 2011 Patents and Proprietary Technology	Dec. 25, 2010 Patents and Proprietary Technology	Jun. 25, 2011 Non-compete Agreements	Dec. 25, 2010 Non-compete Agreements
Components of amortized intangible assets
Gross Carrying Amount	$ 172,609		$ 172,609		$ 169,433	$ 158,589	$ 155,664	$ 2,609	$ 2,609	$ 9,710	$ 9,486	$ 1,701	$ 1,674
Accumulated Amortization	51,408		51,408		43,890	44,459	37,932	2,609	2,568	3,156	2,336	1,184	1,054
Weighted Average Life (in years)						13	13	6	6	8	8	6	6
Amortization expense for intangible assets	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

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Goodwill and Intangible Assets (Details 2) (USD $) In Thousands	Jun. 25, 2011	Dec. 25, 2010
Trade names
Non-amortized intangible assets
Carrying value of trade names	$ 61,539	$ 59,992
Webforge
Non-amortized intangible assets
Carrying value of trade names	17,190	16,478
Newmark
Non-amortized intangible assets
Carrying value of trade names	11,111	11,111
Ingal EPS/Ingal Civil Products
Non-amortized intangible assets
Carrying value of trade names	9,126	8,795
Donhad
Non-amortized intangible assets
Carrying value of trade names	6,884	6,635
PiRod
Non-amortized intangible assets
Carrying value of trade names	4,750	4,750
Industrial Galvanizers
Non-amortized intangible assets
Carrying value of trade names	4,803	4,632
Other.
Non-amortized intangible assets
Carrying value of trade names	$ 7,675	$ 7,591

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 25, 2011	Dec. 25, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, Authorized shares	500,000	500,000
Preferred stock, issued shares	0	0
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, Authorized shares	75,000,000	75,000,000
Common stock, issued shares	27,900,000	27,900,000

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Goodwill and Intangible Assets (Details 3) (USD $) In Thousands	6 Months Ended				6 Months Ended
	Jun. 25, 2011	Jun. 25, 2011 Engineered Infrastructure Products segment	Jun. 25, 2011 Utility Support Structures segment	Dec. 25, 2010 Utility Support Structures segment	Jun. 25, 2011 Coatings segment	Jun. 25, 2011 Irrigation segment	Jun. 25, 2011 Other
Carrying amount of goodwill
Balance at the beginning of the period	$ 314,847	$ 152,062	$ 77,141	$ 77,141	$ 64,868	$ 2,064	$ 18,712
Acquisition	939					939
Foreign currency translation	6,564	5,294			710		560
Balance at the end of the period	$ 322,350	$ 157,356	$ 77,141	$ 77,141	$ 65,578	$ 3,003	$ 19,272

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Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010
Cash Flows
Maximum maturity period of liquid investments considered as cash equivalents (in months)	3
Interest	$ 17,409	$ 9,534
Income taxes	$ 18,639	$ 11,869

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Earnings Per Share (Details) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010
Basic EPS
Net earnings attributable to Valmont Industries, Inc, basic	$ 45,827	$ 17,115	$ 71,436	$ 33,578
Shares outstanding basic (in shares)	26,333	26,087	26,302	26,059
Per share amount basic (in dollars per share)	$ 1.74	$ 0.66	$ 2.72	$ 1.29
Dilutive Effect of Stock Options
Net earnings attributable to Valmont Industries, Inc, dilutive effect of stock options
Dilutive effect of stock options number of shares (in shares)	252	361	259	375
Dilutive effect of stock options (in dollars per share)	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.02)
Diluted EPS
Net earnings attributable to Valmont Industries, Inc, diluted	$ 45,827	$ 17,115	$ 71,436	$ 33,578
Shares outstanding dilutive (in shares)	26,585	26,448	26,561	26,434
Per share amount diluted (in dollars per share)	$ 1.72	$ 0.65	$ 2.69	$ 1.27
Antidilutive Securities
Outstanding stock options with exercise prices exceeding the market price of common stock, excluded from the computation of diluted earnings per share (in shares)	16,828	455,153	16,828	455,153

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Long-term Debt (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		1 Months Ended					1 Months Ended							6 Months Ended					6 Months Ended
	Jun. 25, 2011	Dec. 25, 2010	Jun. 30, 2011 6.625% senior unsecured notes due in April 2020	Apr. 30, 2010 6.625% senior unsecured notes due in April 2020	Jun. 25, 2011 6.625% senior unsecured notes due in April 2020	Dec. 25, 2010 6.625% senior unsecured notes due in April 2020	Apr. 08, 2010 6.625% senior unsecured notes due in April 2020	Jun. 30, 2011 6.875% Senior Subordinated Notes	May 31, 2004 6.875% Senior Subordinated Notes	Jun. 25, 2011 6.875% Senior Subordinated Notes	Dec. 25, 2010 6.875% Senior Subordinated Notes	May 04, 2004 6.875% Senior Subordinated Notes	Jun. 25, 2011 Revolving credit agreement	Dec. 25, 2010 Revolving credit agreement	Jun. 25, 2011 Revolving credit agreement LIBOR	Jun. 25, 2011 Revolving credit agreement Prime lending rate	Jun. 25, 2011 Revolving credit agreement Federal Funds rate	Jun. 25, 2011 IDR Bonds	Dec. 25, 2010 IDR Bonds	Jun. 25, 2011 1.75% to 3.485% notes	Dec. 25, 2010 1.75% to 3.485% notes
Long-term debt:
Unamortized premium on senior unsecured notes	$ 14,770				$ 14,770
Total long-term debt	489,402	468,834			450,000	300,000					150,000		14,000	8,000				8,500	8,500	2,132	2,334
Less current installments of long-term debt	272	238
Long-term debt, excluding current installments	489,130	468,596
Interest rate on notes (as a percent)					6.625%		6.625%			6.875%		6.875%
Aggregate principal amount					450,000
Unamortized premium balance	14,770				14,770
Debt instrument issued, face amount	150,000		150,000	300,000					150,000
Face amount of notes redeemed								150,000
Redemption price of debt instrument (as a percent)								101.46%
Debt instrument, redemption premium								1,700
Interest rate on notes, low end of the range (as a percent)																				1.75%
Interest rate on notes, high end of the range (as a percent)																				3.485%
Maximum borrowing capacity													280,000
Increase in borrowing capacity, maximum													100,000
Variable interest rate basis															LIBOR (based on a 1 week or 1, 2, 3, or 6 month interest period)
Basis points spread on variable interest rate, low end of the range (as a percent)															1.25%
Basis points spread on variable interest rate, high end of the range (as a percent)															2.00%
Basis points added to Federal Funds rate (as a percent)																	0.50%
Basis points added to the prime lending rate, or the Federal Funds rate plus 50 basis points, low end of the range (as a percent)																0.25%	0.25%
Basis points added to the prime lending rate, or the Federal Funds rate plus 50 basis points, high end of the range (as a percent)																1.00%	1.00%
Variable interest rate, base period (in weeks)	1
Outstanding borrowings													14,000
Effective interest rate (as a percent)																		0.50%	0.50%
Annual interest rate on revolving credit agreement (as a percent)													1.39%
Additional borrowing capacity													246,869
Minimum aggregate maturities of long-term debt
2012	334
2013	14,256
2014	262
2015	$ 275

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Business Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010
Business Segments
Number of reportable segments			4
Sales	$ 694,960	$ 492,786	$ 1,288,021	$ 871,878
Intersegment Sales	26,351	11,227	51,463	22,917
Net sales	668,609	481,559	1,236,558	848,961
Operating Income (Loss)	68,619	37,301	113,920	68,951
Engineered Infrastructure Products segment:
Business Segments
Sales	206,417	163,352	375,347	270,358
Intersegment Sales	5,480	674	11,424	1,776
Net sales	200,937	162,678	363,923	268,582
Operating Income (Loss)	11,515	12,082	13,718	14,693
Engineered Infrastructure Products segment: | Lighting and Traffic
Business Segments
Sales	145,538	117,375	262,849	205,486
Engineered Infrastructure Products segment: | Access Systems
Business Segments
Sales	32,582	17,729	63,778	17,729
Engineered Infrastructure Products segment: | Communication Structures
Business Segments
Sales	28,297	28,248	48,720	47,143
Utility Support Structures segment
Business Segments
Sales	136,560	114,838	262,207	228,066
Intersegment Sales	1,951	336	2,259	635
Net sales	134,609	114,502	259,948	227,431
Operating Income (Loss)	12,984	12,542	26,483	27,248
Utility Support Structures segment | Steel
Business Segments
Sales	123,221	101,834	233,119	200,907
Utility Support Structures segment | Concrete
Business Segments
Sales	13,339	13,004	29,088	27,159
Coatings segment
Business Segments
Sales	84,161	54,441	157,611	82,371
Intersegment Sales	10,926	6,453	22,431	12,217
Net sales	73,235	47,988	135,180	70,154
Operating Income (Loss)	15,070	9,884	25,362	14,416
Irrigation segment
Business Segments
Sales	183,701	112,159	334,749	220,798
Intersegment Sales	5	3	8	6
Net sales	183,696	112,156	334,741	220,792
Operating Income (Loss)	32,964	16,596	56,858	31,994
Other
Business Segments
Maximum percentage of sales of other businesses and activities to consolidated sales as basis for aggregation (as a percent)			10.00%
Sales	84,121	47,996	158,107	70,285
Intersegment Sales	7,989	3,761	15,341	8,283
Net sales	76,132	44,235	142,766	62,002
Operating Income (Loss)	11,380	8,708	20,294	12,972
Net corporate expense
Business Segments
Operating Income (Loss)	$ (15,294)	$ (22,511)	$ (28,795)	$ (32,372)

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Guarantor/Non-Guarantor Financial Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	1 Months Ended				1 Months Ended
	Jun. 25, 2011	Jun. 30, 2011 6.625% senior unsecured notes due in April 2020	Apr. 30, 2010 6.625% senior unsecured notes due in April 2020	Jun. 25, 2011 6.625% senior unsecured notes due in April 2020	Apr. 08, 2010 6.625% senior unsecured notes due in April 2020	Jun. 30, 2011 6.875% Senior Subordinated Notes	May 31, 2004 6.875% Senior Subordinated Notes	Jun. 25, 2011 6.875% Senior Subordinated Notes	May 04, 2004 6.875% Senior Subordinated Notes
Long-term debt:
Face amount of debt issued to finance acquisition	$ 150,000	$ 150,000	$ 300,000				$ 150,000
Interest rate on notes (as a percent)				6.625%	6.625%			6.875%	6.875%
Redemption price of debt instrument (as a percent)						101.46%
Parent company's percentage ownership of Guarantors (as a percent)	100.00%

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Guarantor/Non-Guarantor Financial Information (Details 2) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010
Condensed consolidated financial information for the company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	$ 668,609	$ 481,559	$ 1,236,558	$ 848,961
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)
Total other income (expenses)	(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)
Total Income tax expense (benefit)	13,551	11,682	26,839	21,128
Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries	46,790	18,329	72,709	34,850
Equity in earnings/(losses) 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
Parent
Condensed consolidated financial information for the company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	302,497	217,433	565,143	416,521
Cost of sales	223,712	161,324	422,015	308,597
Gross profit	78,785	56,109	143,128	107,924
Selling, general and administrative expenses	41,144	46,088	78,253	81,780
Operating income	37,641	10,021	64,875	26,144
Other income (expenses):
Interest expense	(10,676)	(7,929)	(18,855)	(13,683)
Interest income	39	101	34	112
Other	(179)	64	192	222
Total other income (expenses)	(10,816)	(7,764)	(18,629)	(13,349)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	26,825	2,257	46,246	12,795
Income tax expense (benefit):
Current	12,863	8,240	19,352	11,043
Deferred	(3,970)	(4,503)	(3,910)	(2,918)
Total Income tax expense (benefit)	8,893	3,737	15,442	8,125
Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries	17,932	(1,480)	30,804	4,670
Equity in earnings/(losses) of nonconsolidated subsidiaries	27,895	18,595	40,632	28,908
Net earnings	45,827	17,115	71,436	33,578
Net earnings attributable to Valmont Industries, Inc.	45,827	17,115	71,436	33,578
Guarantors
Condensed consolidated financial information for the company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	87,273	68,299	161,114	132,763
Cost of sales	68,513	51,803	126,819	100,732
Gross profit	18,760	16,496	34,295	32,031
Selling, general and administrative expenses	11,510	11,206	22,261	22,639
Operating income	7,250	5,290	12,034	9,392
Other income (expenses):
Interest expense		(187)		(187)
Interest income		27		27
Other	19	(525)	30	(500)
Total other income (expenses)	19	(685)	30	(660)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	7,269	4,605	12,064	8,732
Income tax expense (benefit):
Current	3,172	1,766	5,276	3,360
Deferred	(707)	(256)	(968)	(285)
Total Income tax expense (benefit)	2,465	1,510	4,308	3,075
Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries	4,804	3,095	7,756	5,657
Equity in earnings/(losses) of nonconsolidated subsidiaries	13,970	4,326	20,337	4,326
Net earnings	18,774	7,421	28,093	9,983
Net earnings attributable to Valmont Industries, Inc.	18,774	7,421	28,093	9,983
Non-Guarantors
Condensed consolidated financial information for the company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	324,846	228,568	594,915	360,060
Cost of sales	254,565	172,746	467,950	271,289
Gross profit	70,281	55,822	126,965	88,771
Selling, general and administrative expenses	46,709	34,051	90,041	56,006
Operating income	23,572	21,771	36,924	32,765
Other income (expenses):
Interest expense	(107)	(313)	(189)	(521)
Interest income	1,962	964	3,744	1,309
Other	664	508	672	248
Total other income (expenses)	2,519	1,159	4,227	1,036
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	26,091	22,930	41,151	33,801
Income tax expense (benefit):
Current	8,498	7,246	12,409	9,555
Deferred	(6,305)	(811)	(5,320)	373
Total Income tax expense (benefit)	2,193	6,435	7,089	9,928
Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries	23,898	16,495	34,062	23,873
Equity in earnings/(losses) of nonconsolidated subsidiaries	1,234	362	2,120	362
Net earnings	25,132	16,857	36,182	24,235
Less: Earnings attributable to noncontrolling interests	(2,164)	(2,019)	(3,428)	(2,191)
Net earnings attributable to Valmont Industries, Inc.	22,968	14,838	32,754	22,044
Eliminations
Condensed consolidated financial information for the company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	(46,007)	(32,741)	(84,614)	(60,383)
Cost of sales	(46,163)	(32,960)	(84,701)	(61,033)
Gross profit	156	219	87	650
Operating income	156	219	87	650
Other income (expenses):
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	156	219	87	650
Income tax expense (benefit):
Earnings before equity in earnings/(losses) of nonconsolidated subsidiaries	156	219	87	650
Equity in earnings/(losses) of nonconsolidated subsidiaries	(41,898)	(22,478)	(60,934)	(32,677)
Net earnings	(41,742)	(22,259)	(60,847)	(32,027)
Net earnings attributable to Valmont Industries, Inc.	$ (41,742)	$ (22,259)	$ (60,847)	$ (32,027)

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Guarantor/Non-Guarantor Financial Information (Details 3) (USD $) In Thousands, except Per Share data	Jun. 25, 2011	Dec. 25, 2010	Jun. 26, 2010	Dec. 26, 2009
Current assets:
Cash and cash equivalents	$ 326,790	$ 346,904	$ 314,373	$ 180,786
Receivables, net	453,066	410,566
Inventories	366,185	280,223
Prepaid expenses	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	182,740	185,535
Investment in subsidiaries and intercompany accounts		21,144
Other assets	58,420	35,382
Total assets	2,223,280	2,090,743
Current liabilities:
Current installments of long-term debt	272	238
Notes payable to banks	11,415	8,824
Accounts payable	237,688	179,814
Accrued expenses	141,268	153,686
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
Other noncurrent liabilities	176,317	175,184
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Common stock, par value (in dollars per share)	$ 1	$ 1
Retained earnings	927,712	850,269
Accumulated other comprehensive income (loss)	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	879,254	808,307
Total liabilities and shareholders' equity	2,223,280	2,090,743
Parent
Current assets:
Cash and cash equivalents	8,269	8,015	17,537	82,017
Receivables, net	122,808	106,181
Inventories	105,230	63,887
Prepaid expenses	4,748	3,478
Refundable and deferred income taxes	15,971	14,978
Total current assets	257,026	196,539
Property, plant and equipment, at cost	416,545	413,149
Less accumulated depreciation and amortization	277,747	269,831
Net property, plant and equipment	138,798	143,318
Goodwill	20,108	20,108
Other intangible assets	742	823
Investment in subsidiaries and intercompany accounts	1,245,517	1,146,364
Other assets	29,584	24,426
Total assets	1,691,775	1,531,578
Current liabilities:
Current installments of long-term debt	187	187
Accounts payable	73,698	45,854
Accrued expenses	56,903	54,368
Dividends payable	4,757	4,352
Total current liabilities	135,545	104,761
Deferred income taxes	16,687	16,083
Long-term debt, excluding current installments	488,094	467,511
Other noncurrent liabilities	29,866	27,331
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Common stock, par value (in dollars per share)	$ 1	$ 1
Retained earnings	927,712	850,269
Accumulated other comprehensive income (loss)	91,259	63,645
Treasury stock	(25,288)	(25,922)
Total Valmont Industries, Inc. shareholders' equity	1,021,583	915,892
Total shareholders' equity	1,021,583	915,892
Total liabilities and shareholders' equity	1,691,775	1,531,578
Guarantors
Current assets:
Cash and cash equivalents	481	619	21,230	1,666
Receivables, net	47,872	50,663
Inventories	47,349	32,030
Prepaid expenses	977	920
Refundable and deferred income taxes	3,662	2,597
Total current assets	100,341	86,829
Property, plant and equipment, at cost	104,750	98,019
Less accumulated depreciation and amortization	52,703	50,406
Net property, plant and equipment	52,047	47,613
Goodwill	107,542	107,542
Other intangible assets	65,334	68,310
Investment in subsidiaries and intercompany accounts	604,337	587,231
Total assets	929,601	897,525
Current liabilities:
Accounts payable	18,304	15,254
Accrued expenses	8,983	8,147
Total current liabilities	27,287	23,401
Deferred income taxes	25,101	25,004
Shareholders' equity:
Common stock of $1 par value	457,950	457,950
Common stock, par value (in dollars per share)	$ 1	$ 1
Additional paid-in capital	181,542	181,542
Retained earnings	237,721	209,628
Total Valmont Industries, Inc. shareholders' equity	877,213	849,120
Total shareholders' equity	877,213	849,120
Total liabilities and shareholders' equity	929,601	897,525
Non-Guarantors
Current assets:
Cash and cash equivalents	318,040	338,270	275,606	97,103
Receivables, net	282,386	253,722
Inventories	213,606	184,306
Prepaid expenses	25,137	19,408
Refundable and deferred income taxes	15,217	15,152
Total current assets	854,386	810,858
Property, plant and equipment, at cost	385,411	354,119
Less accumulated depreciation and amortization	128,239	105,441
Net property, plant and equipment	257,172	248,678
Goodwill	194,700	187,197
Other intangible assets	116,664	116,402
Investment in subsidiaries and intercompany accounts	(7,420)	30,017
Other assets	28,836	10,956
Total assets	1,444,338	1,404,108
Current liabilities:
Current installments of long-term debt	85	51
Notes payable to banks	11,415	8,824
Accounts payable	145,686	118,706
Accrued expenses	75,382	91,171
Total current liabilities	232,568	218,752
Deferred income taxes	44,818	48,835
Long-term debt, excluding current installments	1,036	1,085
Other noncurrent liabilities	146,451	147,853
Shareholders' equity:
Common stock of $1 par value	2,582	2,582
Common stock, par value (in dollars per share)	$ 1	$ 1
Additional paid-in capital	156,188	156,188
Retained earnings	709,050	670,933
Accumulated other comprehensive income (loss)	97,401	63,645
Total Valmont Industries, Inc. shareholders' equity	965,221	893,348
Noncontrolling interest in consolidated subsidiaries	54,244	94,235
Total shareholders' equity	1,019,465	987,583
Total liabilities and shareholders' equity	1,444,338	1,404,108
Eliminations
Current assets:
Investment in subsidiaries and intercompany accounts	(1,842,434)	(1,742,468)
Total assets	(1,842,434)	(1,742,468)
Shareholders' equity:
Common stock of $1 par value	(460,532)	(460,532)
Common stock, par value (in dollars per share)	$ 1	$ 1
Additional paid-in capital	(337,730)	(337,730)
Retained earnings	(946,771)	(880,561)
Accumulated other comprehensive income (loss)	(97,401)	(63,645)
Total Valmont Industries, Inc. shareholders' equity	(1,842,434)	(1,742,468)
Total shareholders' equity	(1,842,434)	(1,742,468)
Total liabilities and shareholders' equity	$ (1,842,434)	$ (1,742,468)

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Guarantor/Non-Guarantor Financial Information (Details 4) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010	Jun. 25, 2011	Jun. 26, 2010
Cash flows from operations:
Net earnings	$ 47,991	$ 19,134	$ 74,864	$ 35,769
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation			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 on sale of assets			(239)	123
Equity in earnings of nonconsolidated subsidiaries			(2,155)	(919)
Deferred income taxes	(10,982)	(5,570)	(10,198)	(2,830)
Other				19
Changes in assets and liabilities:
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)	(444,119)
Cash acquired through acquisitions				198,809
Other, net			1,948	1,516
Net cash flows from investing activities			(25,047)	(254,723)
Cash flows from financing activities:
Net repayments 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)
Debt issue fees			(1,284)	(3,858)
Settlement of financial derivative			(3,568)
Dividends paid			(8,710)	(7,892)
Dividends to noncontrolling interests			(4,958)	(3,477)
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	326,790	314,373
Parent
Cash flows from operations:
Net earnings	45,827	17,115	71,436	33,578
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation			9,982	9,994
Stock-based compensation			2,618	3,168
Loss on sale of assets			(216)	7
Equity in earnings of nonconsolidated subsidiaries			(34)	(557)
Deferred income taxes	(3,970)	(4,503)	(3,910)	(2,918)
Changes in assets and liabilities:
Receivables			(16,627)	(18,581)
Inventories			(41,343)	2,390
Prepaid expenses			(1,270)	(2,030)
Accounts payable			14,104	6,250
Accrued expenses			2,860	(2,419)
Other noncurrent liabilities			(5,438)	(341)
Income taxes payable/refundable			27,822	(4,178)
Net cash flows from operating activities			59,984	24,363
Cash flows from investing activities:
Purchase of property, plant and equipment			(4,644)	(5,469)
Proceeds from sale of assets			14	10
Other, net			(58,343)	14,520
Net cash flows from investing activities			(62,973)	9,061
Cash flows from financing activities:
Proceeds from long-term borrowings			187,770	491,000
Principal payments on long-term obligations			(167,186)	(133,228)
Debt issue fees			(1,284)	(3,858)
Settlement of financial derivative			(3,568)
Activity under intercompany note				(443,702)
Dividends paid			(8,710)	(7,892)
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)	(2,676)
Purchase of common treasury shares-stock plan exercises			(18,443)	(1,961)
Net cash flows from financing activities			3,243	(97,904)
Net change in cash and cash equivalents			254	(64,480)
Cash and cash equivalents-beginning of year			8,015	82,017
Cash and cash equivalents-end of period	8,269	17,537	8,269	17,537
Guarantors
Cash flows from operations:
Net earnings	18,774	7,421	28,093	9,983
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation			6,147	6,372
Loss on sale of assets				7
Deferred income taxes	(707)	(256)	(968)	(285)
Changes in assets and liabilities:
Receivables			2,791	12,224
Inventories			(15,317)	4,779
Prepaid expenses			(57)	(281)
Accounts payable			3,050	(1,426)
Accrued expenses			836	7,007
Income taxes payable/refundable				14,923
Net cash flows from operating activities			24,575	53,303
Cash flows from investing activities:
Purchase of property, plant and equipment			(7,604)	(589)
Proceeds from sale of assets			13	3
Acquisitions, net of cash acquired				(436,736)
Other, net			(17,122)	(40,113)
Net cash flows from investing activities			(24,713)	(477,435)
Cash flows from financing activities:
Net repayments under short-term agreements				(6)
Activity under intercompany note				443,702
Net cash flows from financing activities				443,696
Net change in cash and cash equivalents			(138)	19,564
Cash and cash equivalents-beginning of year			619	1,666
Cash and cash equivalents-end of period	481	21,230	481	21,230
Non-Guarantors
Cash flows from operations:
Net earnings	25,132	16,857	36,182	24,235
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation			19,741	8,214
Defined benefit pension plan expense			2,962
Contribution to defined benefit pension plan			(10,086)
Loss on sale of assets			(23)	109
Equity in earnings of nonconsolidated subsidiaries			(2,121)	(362)
Deferred income taxes	(6,305)	(811)	(5,320)	373
Other				19
Changes in assets and liabilities:
Receivables			(17,227)	(25,714)
Inventories			(22,296)	(12,629)
Prepaid expenses			(4,301)	2,372
Accounts payable			21,740	6,562
Accrued expenses			(13,170)	(2,919)
Other noncurrent liabilities			1,036	8,237
Income taxes payable/refundable			(10,914)	496
Net cash flows from operating activities			(3,797)	8,993
Cash flows from investing activities:
Purchase of property, plant and equipment			(15,663)	(4,967)
Proceeds from sale of assets			2,428	83
Acquisitions, net of cash acquired			(1,539)	(7,383)
Cash acquired through acquisitions				198,809
Other, net			16,566	(5,568)
Net cash flows from investing activities			1,792	180,974
Cash flows from financing activities:
Net repayments under short-term agreements			2,160	(2,142)
Principal payments on long-term obligations			(44)
Purchase of noncontrolling interest			(25,253)
Dividends to noncontrolling interests			(4,958)	(3,477)
Purchase of treasury shares				1,799
Net cash flows from financing activities			(28,095)	(3,820)
Effect of exchange rate changes on cash and cash equivalents			9,870	(7,644)
Net change in cash and cash equivalents			(20,230)	178,503
Cash and cash equivalents-beginning of year			338,270	97,103
Cash and cash equivalents-end of period	318,040	275,606	318,040	275,606
Eliminations
Cash flows from operations:
Net earnings	(41,742)	(22,259)	(60,847)	(32,027)
Changes in assets and liabilities:
Inventories				(650)
Net cash flows from operating activities			(60,847)	(32,677)
Cash flows from investing activities:
Other, net			60,847	32,677
Net cash flows from investing activities			$ 60,847	$ 32,677

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Document and Entity Information	6 Months Ended
	Jun. 25, 2011	Jul. 20, 2011
Document and Entity Information
Entity Registrant Name	VALMONT INDUSTRIES INC
Entity Central Index Key	0000102729
Document Type	10-Q
Document Period End Date	Jun. 25, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-25
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		26,428,678
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 25, 2011	Jun. 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

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands	Total	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock	Noncontrolling interest in consolidated subsidiaries	Comprehensive income
Balance at Dec. 26, 2009	$ 808,307	$ 27,900		$ 767,398	$ 16,953	$ (25,990)	$ 22,046
Comprehensive income:
Net earnings	35,769			33,578			2,191	35,769
Currency translation adjustment	(34,655)				(30,466)		(4,189)	(34,655)
Total comprehensive income	1,114							1,114
Cash dividends ($0.18 and $0.315 per share for the period ended June 2011 and 2010, respectively)	(8,293)			(8,293)
Dividends to noncontrolling interests	(3,477)						(3,477)
Purchase of noncontrolling interest	(3,395)		(1,875)				(1,520)
Acquisitions	79,529						79,529
Purchase of 53,847 and 12,351 treasury shares for the period ended June 2011 and 2010, respectively	(877)					(877)
Stock options exercised; 263,407 and 72,075 shares issued for the period ended June 2011 and 2010, respectively	3,273		(2,509)	3,114		2,668
Stock plan exercises; 168,573 and 27,230 shares purchased for the period ended June 2011 and 2010, respectively	(1,961)					(1,961)
Tax benefit from exercise of stock options	1,216		1,216
Stock option expense	2,457		2,457
Stock awards; 2,992 and 9,088 shares issued for the period ended June 2011 and 2010, respectively	1,361		711			650
Balance at Jun. 26, 2010	879,254	27,900		795,797	(13,513)	(25,510)	94,580
Balance at Dec. 25, 2010	1,010,127	27,900		850,269	63,645	(25,922)	94,235
Comprehensive income:
Net earnings	74,864			71,436			3,428	74,864
Currency translation adjustment	34,042				31,182		2,860	34,042
Loss on cash flow hedge	(3,568)				(3,568)			(3,568)
Total comprehensive income	105,338							105,338
Cash dividends ($0.18 and $0.315 per share for the period ended June 2011 and 2010, respectively)	(9,115)			(9,115)
Dividends to noncontrolling interests	(4,958)						(4,958)
Purchase of noncontrolling interest	(25,253)		16,592				(41,845)
Acquisitions	524						524
Purchase of 53,847 and 12,351 treasury shares for the period ended June 2011 and 2010, respectively	(4,802)					(4,802)
Stock options exercised; 263,407 and 72,075 shares issued for the period ended June 2011 and 2010, respectively	16,933		(21,743)	15,122		23,554
Stock plan exercises; 168,573 and 27,230 shares purchased for the period ended June 2011 and 2010, respectively	(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 and 9,088 shares issued for the period ended June 2011 and 2010, respectively	476		151			325
Balance at Jun. 25, 2011	$ 1,075,827	$ 27,900		$ 927,712	$ 91,259	$ (25,288)	$ 54,244

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $)	6 Months Ended
	Jun. 25, 2011	Jun. 26, 2010
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cash dividends, per share (in dollars per share)	$ 0.18	$ 0.315
Purchase of treasury shares, shares	53,847	12,351
Stock options exercised; shares issued	263,407	72,075
Stock plan exercises; shares purchased	168,573	27,230
Stock awards; shares issued	2,992	9,088

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 25, 2011

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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 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 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.

• 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.

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Acquisitions

6 Months Ended

Jun. 25, 2011

Acquisitions

Acquisitions

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.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 25, 2011

Goodwill and Intangible Assets

Goodwill and Intangible Assets

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.

• 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 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