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 September 29, 2012
or
o	TRANSITION REPORT PURSUANT TO 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 Sections 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 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

26,631,353
Outstanding shares of common stock as of October 23, 2012

VALMONT INDUSTRIES, INC.
INDEX TO FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011		3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011		4
	Condensed Consolidated Balance Sheets as of September 29, 2012 and December 31, 2011		5
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 29, 2012 and September 24, 2011		6
	Condensed Consolidated Statements of Shareholders' Equity for the thirty-nine weeks ended September 29, 2012 and September 24, 2011		7
	Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 4.	Controls and Procedures		36
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 6.	Exhibits		37
Signatures			38

2

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			September 29, 2012			September 24, 2011
Product sales	$	652,822		$	595,064		$	1,983,502		$	1,685,440
Services sales		77,017			77,128			231,002			223,310
Net sales		729,839			672,192			2,214,504			1,908,750
Product cost of sales		488,739			453,462			1,490,885			1,285,629
Services cost of sales		48,698			51,340			145,508			151,256
Total cost of sales		537,437			504,802			1,636,393			1,436,885
Gross profit		192,402			167,390			578,111			471,865
Selling, general and administrative expenses		102,020			95,357			307,559			285,912
Operating income		90,382			72,033			270,552			185,953
Other income (expenses):
Interest expense		(8,429	)		(7,671	)		(23,657	)		(26,715	)
Interest income		2,093			3,141			6,081			6,919
Other		1,307			(1,670	)		907			(776	)
		(5,029	)		(6,200	)		(16,669	)		(20,572	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		85,353			65,833			253,883			165,381
Income tax expense (benefit):
Current		27,928			25,119			90,942			62,156
Deferred		519			(1,346	)		(3,937	)		(11,544	)
		28,447			23,773			87,005			50,612
Earnings before equity in earnings of nonconsolidated subsidiaries		56,906			42,060			166,878			114,769
Equity in earnings of nonconsolidated subsidiaries		1,536			2,354			5,311			4,509
Net earnings		58,442			44,414			172,189			119,278
Less: Earnings attributable to noncontrolling interests		(1,711	)		(2,273	)		(3,153	)		(5,701	)
Net earnings attributable to Valmont Industries, Inc.	$	56,731		$	42,141		$	169,036		$	113,577
Earnings per share:
Basic	$	2.14		$	1.60		$	6.39		$	4.32
Diluted	$	2.12		$	1.59		$	6.32		$	4.28
Cash dividends declared per share	$	0.225		$	0.180		$	0.630		$	0.525
Weighted average number of shares of common stock outstanding—Basic (000 omitted)		26,502			26,351			26,455			26,318
Weighted average number of shares of common stock outstanding—Diluted (000 omitted)		26,806			26,579			26,748			26,567

See accompanying notes to condensed consolidated financial statements.

3

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			September 29, 2012			September 24, 2011
Net earnings	$	58,442		$	44,414		$	172,189		$	119,278
Other comprehensive income, net of tax:
Foreign currency translation adjustments:
Unrealized translation gains (losses)		23,747			(53,223	)		22,488			(20,246	)
Actuarial gain (loss) in defined benefit pension plan		1,962			(1,092	)		2,595			(27	)
(Loss) and amortization of loss on cash flow hedge		100			133			300			(3,435	)
Other comprehensive income (loss)		25,809			(54,182	)		25,383			(23,708	)
Comprehensive income (loss)		84,251			(9,768	)		197,572			95,570
Comprehensive loss (income) attributable to noncontrolling interests		(2,958	)		2,418			(5,439	)		(3,870	)
Comprehensive income (loss) attributable to Valmont Industries, Inc.	$	81,293		$	(7,350	)	$	192,133		$	91,700

See accompanying notes to condensed consolidated financial statements.

4

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except shares and per share amounts)

(Unaudited)

	September 29, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	427,080		$	362,894
Receivables, net		470,240			426,683
Inventories		432,689			393,782
Prepaid expenses		30,106			25,765
Refundable and deferred income taxes		49,692			43,819
Total current assets		1,409,807			1,252,943
Property, plant and equipment, at cost		965,326			911,642
Less accumulated depreciation and amortization		489,335			456,765
Net property, plant and equipment		475,991			454,877
Goodwill		319,057			314,662
Other intangible assets, net		162,279			168,083
Other assets		127,326			115,511
Total assets	$	2,494,460		$	2,306,076
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	226		$	235
Notes payable to banks		15,730			11,403
Accounts payable		217,688			234,537
Accrued employee compensation and benefits		87,978			83,613
Accrued expenses		85,720			73,515
Dividends payable		5,991			4,767
Total current liabilities		413,333			408,070
Deferred income taxes		80,980			85,497
Long-term debt, excluding current installments		473,227			474,415
Defined benefit pension liability		62,667			68,024
Deferred compensation		34,320			30,741
Other noncurrent liabilities		42,039			41,418
Shareholders' equity:
Preferred stock of $1 par value—
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		1,238,840			1,079,698
Accumulated other comprehensive income		87,149			64,052
Treasury stock		(23,018	)		(24,688	)
Total Valmont Industries, Inc. shareholders' equity		1,330,871			1,146,962
Noncontrolling interest in consolidated subsidiaries		57,023			50,949
Total shareholders' equity		1,387,894			1,197,911
Total liabilities and shareholders' equity	$	2,494,460		$	2,306,076

See accompanying notes to condensed consolidated financial statements.

5

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011
Cash flows from operating activities:
Net earnings	$	172,189		$	119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		52,262			53,193
Stock-based compensation		4,517			3,962
Defined benefit pension plan expense		3,076			4,544
Contribution to defined benefit pension plan		(11,591	)		(11,754	)
Gain on sale of property, plant and equipment		(187	)		(295	)
Equity in earnings in nonconsolidated subsidiaries		(5,311	)		(4,509	)
Deferred income taxes		(3,937	)		(11,544	)
Changes in assets and liabilities:
Receivables		(46,663	)		(41,606	)
Inventories		(36,507	)		(99,559	)
Prepaid expenses		(3,657	)		(5,378	)
Accounts payable		(35	)		33,782
Accrued expenses		15,989			11,484
Other noncurrent liabilities		(723	)		(4,492	)
Income taxes payable		(21,740	)		17,009
Net cash flows from operating activities		117,682			64,115
Cash flows from investing activities:
Purchase of property, plant and equipment		(58,700	)		(46,366	)
Proceeds from sale of assets		5,597			2,903
Acquisitions, net of cash acquired		—			(1,539	)
Dividends from nonconsolidated subsidiaries		—			590
Other, net		80			793
Net cash flows from investing activities		(53,023	)		(43,619	)
Cash flows from financing activities:
Net borrowings under short-term agreements		4,096			2,152
Proceeds from long-term borrowings		39,126			213,832
Principal payments on long-term borrowings		(39,280	)		(187,234	)
Purchase of noncontrolling interest		—			(25,253	)
Proceeds from sale of partial ownership interest		1,404			—
Settlement of financial derivative		—			(3,568	)
Dividends paid		(15,530	)		(13,467	)
Dividends to noncontrolling interest		(1,379	)		(4,958	)
Debt issuance costs		(1,703	)		(1,284	)
Proceeds from exercises under stock plans		19,527			18,659
Excess tax benefits from stock option exercises		4,212			2,799
Purchase of treasury shares		—			(4,802	)
Purchase of common treasury shares—stock plan exercises		(19,116	)		(19,829	)
Net cash flows from financing activities		(8,643	)		(22,953	)
Effect of exchange rate changes on cash and cash equivalents		8,170			(7,539	)
Net change in cash and cash equivalents		64,186			(9,996	)
Cash and cash equivalents—beginning of year		362,894			346,904
Cash and cash equivalents—end of period	$	427,080		$	336,908

See accompanying notes to condensed consolidated financial statements.

6

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 25, 2010	$	27,900	$	—		$	850,269		$	63,645		$	(25,922	)	$	94,235		$	1,010,127
Net earnings		—		—			113,577			—			—			5,701			119,278
Other comprehensive income (loss)		—		—			—			(21,877	)		—			(1,831	)		(23,708	)
Cash dividends declared		—		—			(13,875	)		—			—			—			(13,875	)
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 plan exercises; 181,603 shares acquired		—		—			—			—			(19,829	)		—			(19,829	)
Stock options exercised; 291,208 shares issued		—		(23,353	)		16,901			—			25,111			—			18,659
Tax benefit from stock option exercises		—		2,799			—			—						—			2,799
Stock option expense		—		3,732			—			—						—			3,732
Stock awards; 2,992 shares issued		—		230			—			—			325			—			555
Balance at September 24, 2011	$	27,900	$	—		$	966,872		$	41,768		$	(25,117	)	$	51,826		$	1,063,249
Balance at December 31, 2011	$	27,900	$	—		$	1,079,698		$	64,052		$	(24,688	)	$	50,949		$	1,197,911
Net earnings		—		—			169,036			—			—			3,153			172,189
Other comprehensive income		—		—			—			23,097			—			2,286			25,383
Cash dividends declared		—		—			(16,754	)		—			—			—			(16,754	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,379	)		(1,379	)
Sale of partial ownership interest		—		(610	)		—			—			—			2,014			1,404
Stock plan exercises; 159,555 shares acquired		—		—			—			—			(19,116	)		—			(19,116	)
Stock options exercised; 295,570 shares issued		—		(8,027	)		6,860			—			20,694			—			19,527
Tax benefit from stock option exercises		—		4,212			—			—			—			—			4,212
Stock option expense		—		3,735			—			—			—			—			3,735
Stock awards; 402 shares issued		—		690			—			—			92			—			782
Balance at September 29, 2012	$	27,900	$	—		$	1,238,840		$	87,149		$	(23,018	)	$	57,023		$	1,387,894

See accompanying notes to condensed consolidated financial statements.

7

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 September 29, 2012, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine 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 September 29, 2012 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 31, 2011. 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 31, 2011. The results of operations for the period ended September 29, 2012 are not necessarily indicative of the operating results for the full year.

Inventories

        Approximately 38% and 40% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 29, 2012 and December 31, 2011, respectively. 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 is approximately $47,406 and $49,536 at September 29, 2012 and December 31, 2011, respectively.

        Inventories consisted of the following:

	September 29, 2012		December 31, 2011
Raw materials and purchased parts	$	218,177	$	202,953
Work-in-process		40,298		28,053
Finished goods and manufactured goods		221,620		212,312
Subtotal		480,095		443,318
Less: LIFO reserve		47,406		49,536
	$	432,689	$	393,782

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)

Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	2012		2011		2012		2011
United States	$	48,524	$	33,005	$	179,351	$	95,325
Foreign		36,829		32,828		74,532		70,056
	$	85,353	$	65,833	$	253,883	$	165,381

Stock Plans

        The Company maintains stockbased 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 September 29, 2012, 623,496 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 closing 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 options for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, respectively, were as follows:

	Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
Compensation expense	$	1,245	$	1,265	$	3,735	$	3,732
Income tax benefits		479		487		1,438		1,437

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.

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)

        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 refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted 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 September 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	22,512	$	22,512	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 31, 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	$	19,152	$	19,152	$	—	$	—

Comprehensive Income

        Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and

10

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)

liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at September 29, 2012 and December 31, 2011:

	September 29, 2012			December 31, 2011
Foreign currency translation adjustment	$	36,272		$	16,070
Actuarial gain in defined benefit pension plan		53,912			51,317
Loss on cash flow hedge, net of amortization		(3,035	)		(3,335	)
	$	87,149		$	64,052

(2) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

        The components of amortized intangible assets at September 29, 2012 and December 31, 2011 were as follows:

	September 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	159,060	$	59,951	13 years
Proprietary Software & Database		3,077		2,773	6 years
Patents & Proprietary Technology		9,796		5,142	8 years
Non-compete Agreements		1,800		1,496	6 years
	$	173,733	$	69,362

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	155,629	$	50,107	13 years
Proprietary Software & Database		3,116		2,711	6 years
Patents & Proprietary Technology		9,489		3,863	8 years
Non-compete Agreements		1,812		1,307	6 years
	$	170,046	$	57,988

11

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) GOODWILL AND INTANGIBLE ASSETS (Continued)

        Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, respectively was as follows:

Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
$	3,582	$	3,659	$	10,751	$	10,855

        Estimated annual amortization expense related to finitelived intangible assets is as follows:

	Estimated Amortization Expense
2012	$	14,324
2013		13,462
2014		13,045
2015		12,129
2016		11,554

        The useful lives assigned to finitelived 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 September 29, 2012 and December 31, 2011 were as follows:

	September 29, 2012		December 31, 2011		Year Acquired
Webforge	$	17,501	$	16,659		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		9,237		8,792		2010
Donhad		6,968		6,633		2010
PiRod		1,750		1,750		2001
Industrial Galvanizers		4,051		3,856		2010
Other		7,290		7,224
	$	57,908	$	56,025

        In its determination of these intangible assets as indefinitelived, 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.

12

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) GOODWILL AND INTANGIBLE ASSETS (Continued)

        The Company's trade names were tested for impairment in the third quarter of 2012. 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.

Goodwill

        The carrying amount of goodwill by segment as of September 29, 2012 and December 31, 2011 was as follows:

	Engineered Infrastructure Products Segment		Utility Support Structures Segment		Coatings Segment			Irrigation Segment			Other		Total
Balance at December 31, 2011	$	151,558	$	77,141	$	64,820		$	2,576		$	18,567	$	314,662
Foreign currency translation		4,236		—		(215	)		(54	)		428		4,395
Balance at September 29, 2012	$	155,794	$	77,141	$	64,605		$	2,522		$	18,995	$	319,057

        The Company's goodwill was tested for impairment during the third quarter of 2012. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment prior to the annual test.

(3) CASH FLOW SUPPLEMENTARY INFORMATION

        The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended September 29, 2012 and September 24, 2011 were as follows:

	2012		2011
Interest	$	15,797	$	17,597
Income taxes		106,887		46,605

13

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(4) EARNINGS PER SHARE

        The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

	Basic EPS		Dilutive Effect of Stock Options			Diluted EPS
Thirteen weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	56,731	$	—		$	56,731
Shares outstanding		26,502		304			26,806
Per share amount	$	2.14	$	(0.02	)	$	2.12
Thirteen weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	42,141	$	—		$	42,141
Shares outstanding		26,351		228			26,579
Per share amount	$	1.60	$	(0.01	)	$	1.59
Thirty-nine weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	169,036	$	—		$	169,036
Shares outstanding		26,455		293			26,748
Per share amount	$	6.39	$	(0.07	)	$	6.32
Thirty-nine weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	113,577	$	—		$	113,577
Shares outstanding		26,318		249			26,567
Per share amount	$	4.32	$	(0.04	)	$	4.28

        At September 29, 2012, there were no outstanding stock options with exercise prices exceeding the market price of common stock. At September 24, 2011 there were 218,007 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 thirty-nine weeks ended September 24, 2011.

14

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) LONG-TERM DEBT

	September 29, 2012		December 31, 2011
6.625% Senior Unsecured Notes(a)	$	450,000	$	450,000
Unamortized premium on senior unsecured notes(a)		13,063		14,100
Revolving credit agreement(b)		—		—
IDR Bonds(c)		8,500		8,500
1.75% to 3.485% notes		1,890		2,050
Total long-term debt		473,453		474,650
Less current installments of long-term debt		226		235
Long-term debt, excluding current installments	$	473,227	$	474,415

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $13,063 at September 29, 2012. The notes bear interest at 6.625% per annum and are due in April 2020. The premium is 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 are guaranteed by certain subsidiaries of the Company.

(b)

On August 15, 2012, the Company entered into a new five-year multicurrency $400,000 revolving credit agreement with a group of banks. The Company may increase the credit agreement by up to an additional $200,000 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 225 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 125 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or

•

LIBOR (based on a 1 month interest period) plus 125 to 225 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA

        At September 29, 2012, the Company had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement has a termination date of August 15, 2017 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At September 29, 2012, the Company had the ability to borrow an additional $384,866 under this facility.

15

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) LONG-TERM DEBT (Continued)

(c)

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 September 29, 2012 and December 31, 2011 were 0.34% and 0.24%, respectively.

        The lending agreements include certain maintenance covenants, including financial leverage and interest coverage. The Company was in compliance with all debt covenants at September 29, 2012.

        The minimum aggregate maturities of long-term debt for each of the four years following 2012 are: $278, $268, $281 and $289.

(6) BUSINESS SEGMENTS

        The Company aggregates its operating segments into four reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. Net corporate expense is net of certain servicerelated 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, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

        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.

16

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) BUSINESS SEGMENTS (Continued)

Summary by Business

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			September 29, 2012			September 24, 2011
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	152,672		$	157,273		$	434,510		$	420,122
Communication Products		36,446			28,612			99,629			77,332
Access Systems		40,192			36,358			118,852			100,136
Engineered Infrastructure Products segment		229,310			222,243			652,991			597,590
Utility Support Structures segment:
Steel		184,030			140,926			536,073			374,045
Concrete		33,465			18,889			84,891			47,977
Utility Support Structures segment		217,495			159,815			620,964			422,022
Coatings segment		83,713			80,806			251,397			238,417
Irrigation segment		156,452			150,618			547,214			485,367
Other		72,500			88,870			245,757			246,977
Total		759,470			702,352			2,318,323			1,990,373
INTERSEGMENT SALES:
Engineered Infrastructure Products		9,978			6,611			37,062			18,035
Utility Support Structures		625			4,480			3,072			6,739
Coatings		12,313			11,852			38,262			34,283
Irrigation		67			—			498			8
Other		6,648			7,217			24,925			22,558
Total		29,631			30,160			103,819			81,623
NET SALES:
Engineered Infrastructure Products segment		219,332			215,632			615,929			579,555
Utility Support Structures segment		216,870			155,335			617,892			415,283
Coatings segment		71,400			68,954			213,135			204,134
Irrigation segment		156,385			150,618			546,716			485,359
Other		65,852			81,653			220,832			224,419
Total	$	729,839		$	672,192		$	2,214,504		$	1,908,750
OPERATING INCOME:
Engineered Infrastructure Products	$	18,715		$	17,189		$	40,907		$	30,907
Utility Support Structures		30,223			14,731			81,901			41,214
Coatings		18,542			14,238			54,571			39,600
Irrigation		27,140			23,765			103,155			80,623
Other		9,743			12,607			33,413			32,901
Corporate		(13,981	)		(10,497	)		(43,395	)		(39,292	)
Total	$	90,382		$	72,033		$	270,552		$	185,953

17

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

        The Company has $450,000 principal amount of senior unsecured notes outstanding at a coupon interest rate of 6.625% per annum. The notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

18

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	301,667		$	160,318		$	350,837		$	(82,983	)	$	729,839
Cost of sales		226,539			127,116			266,532			(82,750	)		537,437
Gross profit		75,128			33,202			84,305			(233	)		192,402
Selling, general and administrative expenses		41,747			13,449			46,824			—			102,020
Operating income		33,381			19,753			37,481			(233	)		90,382
Other income (expense):
Interest expense		(8,215	)		(12,635	)		(213	)		12,634			(8,429	)
Interest income		15			398			14,314			(12,634	)		2,093
Other		883			15			409			—			1,307
		(7,317	)		(12,222	)		14,510			—			(5,029	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		26,064			7,531			51,991			(233	)		85,353
Income tax expense (benefit):
Current		8,096			4,786			15,701			(655	)		27,928
Deferred		(1,063	)		(558	)		2,140			—			519
		7,033			4,228			17,841			(655	)		28,447
Earnings before equity in earnings of nonconsolidated subsidiaries		19,031			3,303			34,150			422			56,906
Equity in earnings of nonconsolidated subsidiaries		37,700			18,557			918			(55,639	)		1,536
Net earnings		56,731			21,860			35,068			(55,217	)		58,442
Other comprehensive income (loss)		24,562			(14,977	)		41,046			(24,822	)		25,809
Comprehensive income		81,293			6,883			76,114			(80,039	)		84,251
Less: Comprehensive income attributable to noncontrolling interests		—			—			(2,958	)		—			(2,958	)
Comprehensive income attributable to Valmont Industries, Inc	$	81,293		$	6,883		$	73,156		$	(80,039	)	$	81,293

19

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,014,150		$	441,189		$	977,950		$	(218,785	)	$	2,214,504
Cost of sales		743,608			352,416			757,829			(217,460	)		1,636,393
Gross profit		270,542			88,773			220,121			(1,325	)		578,111
Selling, general and administrative expenses		128,781			40,414			138,364			—			307,559
Operating income		141,761			48,359			81,757			(1,325	)		270,552
Other income (expense):
Interest expense		(23,470	)		(37,136	)		(186	)		37,135			(23,657	)
Interest income		29			721			42,466			(37,135	)		6,081
Other		1,888			40			(1,021	)		—			907
		(21,553	)		(36,375	)		41,259			—			(16,669	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		120,208			11,984			123,016			(1,325	)		253,883
Income tax expense (benefit):
Current		44,644			10,082			36,871			(655	)		90,942
Deferred		(3,832	)		(419	)		314			—			(3,937	)
		40,812			9,663			37,185			(655	)		87,005
Earnings before equity in earnings of nonconsolidated subsidiaries		79,396			2,321			85,831			(670	)		166,878
Equity in earnings of nonconsolidated subsidiaries		89,640			64,918			4,850			(154,097	)		5,311
Net earnings		169,036			67,239			90,681			(154,767	)		172,189
Other comprehensive income (loss)		23,097			(17,221	)		49,175			(29,668	)		25,383
Comprehensive income		192,133			50,018			139,856			(184,435	)		197,572
Less: Comprehensive income attributable to noncontrolling interests		—			—			(5,439	)		—			(5,439	)
Comprehensive income attributable to Valmont Industries, Inc	$	192,133		$	50,018		$	134,417		$	(184,435	)	$	192,133

20

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	277,350		$	98,619		$	352,928		$	(56,705	)	$	672,192
Cost of sales		205,787			83,008			272,671			(56,664	)		504,802
Gross profit		71,563			15,611			80,257			(41	)		167,390
Selling, general and administrative expenses		37,169			11,212			46,976			—			95,357
Operating income		34,394			4,399			33,281			(41	)		72,033
Other income (expense):
Interest expense		(7,562	)		—			(109	)		—			(7,671	)
Interest income		9			204			2,928			—			3,141
Other		(1,297	)		12			(385	)		—			(1,670	)
		(8,850	)		216			2,434			—			(6,200	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		25,544			4,615			35,715			(41	)		65,833
Income tax expense (benefit):
Current		12,153			(724	)		13,690			—			25,119
Deferred		(1,397	)		2,710			(2,659	)		—			(1,346	)
		10,756			1,986			11,031			—			23,773
Earnings before equity in earnings of nonconsolidated subsidiaries		14,788			2,629			24,684			(41	)		42,060
Equity in earnings of nonconsolidated subsidiaries		27,353			14,705			2,127			(41,831	)		2,354
Net earnings		42,141			17,334			26,811			(41,872	)		44,414
Other comprehensive income (loss)		(49,491	)		—			(57,464	)		52,773			(54,182	)
Comprehensive income (loss)		(7,350	)		17,334			(30,653	)		10,901			(9,768	)
Less: Comprehensive income attributable to noncontrolling interests		—			—			2,418			—			2,418
Comprehensive income attributable to Valmont Industries, Inc	$	(7,350	)	$	17,334		$	(28,235	)	$	10,901		$	(7,350	)

21

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors		Non- Guarantors			Eliminations			Total
Net sales	$	842,493		$	259,733	$	947,843		$	(141,319	)	$	1,908,750
Cost of sales		627,802			209,827		740,621			(141,365	)		1,436,885
Gross profit		214,691			49,906		207,222			46			471,865
Selling, general and administrative expenses		115,422			33,473		137,017			—			285,912
Operating income		99,269			16,433		70,205			46			185,953
Other income (expense):
Interest expense		(26,417	)		—		(298	)		—			(26,715	)
Interest income		43			204		6,672			—			6,919
Other		(1,105	)		42		287			—			(776	)
		(27,479	)		246		6,661			—			(20,572	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		71,790			16,679		76,866			46			165,381
Income tax expense (benefit):
Current		31,505			4,552		26,099			—			62,156
Deferred		(5,307	)		1,742		(7,979	)		—			(11,544	)
		26,198			6,294		18,120			—			50,612
Earnings before equity in earnings of nonconsolidated subsidiaries		45,592			10,385		58,746			46			114,769
Equity in earnings of nonconsolidated subsidiaries		67,985			35,042		4,247			(102,765	)		4,509
Net earnings		113,577			45,427		62,993			(102,719	)		119,278
Other comprehensive income		(21,877	)		—		(23,708	)		21,877			(23,708	)
Comprehensive income		91,700			45,427		39,285			(80,842	)		95,570
Less: Comprehensive income attributable to noncontrolling interests		—			—		(3,870	)		—			(3,870	)
Comprehensive income attributable to Valmont Industries, Inc	$	91,700		$	45,427	$	35,415		$	(80,842	)	$	91,700

22

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, 2012

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	75,150		$	42,164		$	309,766	$	—		$	427,080
Receivables, net		128,215			72,369			269,656		—			470,240
Inventories		124,158			89,246			219,285		—			432,689
Prepaid expenses		4,189			1,052			24,865		—			30,106
Refundable and deferred income taxes		25,891			6,558			17,243		—			49,692
Total current assets		357,603			211,389			840,815		—			1,409,807
Property, plant and equipment, at cost		447,378			116,562			401,386		—			965,326
Less accumulated depreciation and amortization		294,278			58,314			136,743		—			489,335
Net property, plant and equipment		153,100			58,248			264,643		—			475,991
Goodwill		20,108			107,542			191,407		—			319,057
Other intangible assets		539			54,986			106,754		—			162,279
Investment in subsidiaries and intercompany accounts		1,438,431			1,264,082			534,482		(3,236,995	)		—
Other assets		34,625			—			92,701		—			127,326
Total assets	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	37	$	—		$	226
Notes payable to banks		—			—			15,730		—			15,730
Accounts payable		53,905			24,708			139,730		(655	)		217,688
Accrued employee compensation and benefits		51,277			8,325			28,376					87,978
Accrued expenses		37,642			5,327			42,751		—			85,720
Dividends payable		5,991			—			—		—			5,991
Total current liabilities		149,004			38,360			226,624		(655	)		413,333
Deferred income taxes		19,808			27,582			33,590		—			80,980
Long-term debt, excluding current installments		472,182			602,751			1,045		(602,751	)		473,227
Defined benefit pension liability		—			—			62,667		—			62,667
Deferred compensation		27,587			—			6,733		—			34,320
Other noncurrent liabilities		4,954			—			37,085		—			42,039
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			150,286			893,274		(1,043,560	)		—
Retained earnings		1,238,840			437,497			345,880		(783,377	)		1,238,840
Accumulated other comprehensive income		87,149			(18,179	)		111,899		(93,720	)		87,149
Treasury stock		(23,018	)		—			—		—			(23,018	)
Total Valmont Industries, Inc. shareholders' equity		1,330,871			1,027,554			1,606,035		(2,633,589	)		1,330,871
Noncontrolling interest in consolidated subsidiaries		—			—			57,023		—			57,023
Total shareholders' equity		1,330,871			1,027,554			1,663,058		(2,633,589	)		1,387,894
Total liabilities and shareholders' equity	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460

23

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2011

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	27,545		$	18,257		$	317,092	$	—		$	362,894
Receivables, net		122,409			53,567			250,707		—			426,683
Inventories		125,862			77,838			190,082		—			393,782
Prepaid expenses		3,448			1,009			21,308		—			25,765
Refundable and deferred income taxes		22,053			6,218			15,548		—			43,819
Total current assets		301,317			156,889			794,737		—			1,252,943
Property, plant and equipment, at cost		427,398			107,315			376,929		—			911,642
Less accumulated depreciation and amortization		283,786			54,740			118,239		—			456,765
Net property, plant and equipment		143,612			52,575			258,690		—			454,877
Goodwill		20,108			107,542			187,012		—			314,662
Other intangible assets		661			59,389			108,033		—			168,083
Investment in subsidiaries and intercompany accounts		1,338,299			695,745			596,301		(2,630,345	)		—
Other assets		30,192			—			85,319		—			115,511
Total assets	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	187		$	—		$	48	$	—		$	235
Notes payable to banks		—			—			11,403		—			11,403
Accounts payable		85,974			21,428			127,135		—			234,537
Accrued employee compensation and benefits		44,187			8,608			30,818					83,613
Accrued expenses		28,154			5,651			39,710		—			73,515
Dividends payable		4,767			—			—		—			4,767
Total current liabilities		163,269			35,687			209,114		—			408,070
Deferred income taxes		21,891			27,661			35,945		—			85,497
Long-term debt, excluding current installments		473,419			—			996		—			474,415
Defined benefit pension liability		—			—			68,024		—			68,024
Deferred compensation		24,142			—			6,599		—			30,741
Other noncurrent liabilities		4,506			—			36,912		—			41,418
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			181,542			893,884		(1,075,426	)		—
Retained earnings		1,079,698			370,258			407,677		(777,935	)		1,079,698
Accumulated other comprehensive income		64,052			(958	)		65,010		(64,052	)		64,052
Treasury stock		(24,688	)		—			—		—			(24,688	)
Total Valmont Industries, Inc. shareholders' equity		1,146,962			1,008,792			1,621,553		(2,630,345	)		1,146,962
Noncontrolling interest in consolidated subsidiaries		—			—			50,949		—			50,949
Total shareholders' equity		1,146,962			1,008,792			1,672,502		(2,630,345	)		1,197,911
Total liabilities and shareholders' equity	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076

24

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	169,036		$	67,239		$	90,681		$	(154,767	)	$	172,189
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		14,183			9,602			28,477			—			52,262
Stock-based compensation		4,517			—			—			—			4,517
Defined benefit pension plan expense		—			—			3,076			—			3,076
Contribution to defined benefit pension plan		—			—			(11,591	)		—			(11,591	)
Gain on sale of property, plant and equipment		(66	)		(58	)		(63	)		—			(187	)
Equity in earnings in nonconsolidated subsidiaries		(461	)		—			(4,850	)		—			(5,311	)
Deferred income taxes		(3,832	)		(419	)		314			—			(3,937	)
Changes in assets and liabilities:
Receivables		(5,806	)		(18,798	)		(22,059	)		—			(46,663	)
Inventories		1,705			(11,409	)		(26,803	)		—			(36,507	)
Prepaid expenses		(741	)		(43	)		(2,873	)		—			(3,657	)
Accounts payable		(14,260	)		3,280			10,945			—			(35	)
Accrued expenses		16,577			(607	)		19			—			15,989
Other noncurrent liabilities		532			—			(1,255	)		—			(723	)
Income taxes payable (refundable)		(19,897	)		273			(1,461	)		(655	)		(21,740	)
Net cash flows from operating activities		161,487			49,060			62,557			(155,422	)		117,682
Cash flows from investing activities:
Purchase of property, plant and equipment		(23,270	)		(10,885	)		(24,545	)		—			(58,700	)
Proceeds from sale of assets		112			71			5,414			—			5,597
Other, net		(77,917	)		(15,657	)		(61,768	)		155,422			80
Net cash flows from investing activities		(101,075	)		(26,471	)		(80,899	)		155,422			(53,023	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			4,096			—			4,096
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,197	)		—			(83	)		—			(39,280	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(15,530	)		—			—			—			(15,530	)
Dividends to noncontrolling interest		—			—			(1,379	)		—			(1,379	)
Debt issuance costs		(1,703	)		—			—			—			(1,703	)
Proceeds from exercises under stock plans		19,527			—			—			—			19,527
Excess tax benefits from stock option exercises		4,212			—			—			—			4,212
Purchase of common treasury shares—stock plan exercises:		(19,116	)		—			—			—			(19,116	)
Net cash flows from financing activities		(12,807	)		—			4,164			—			(8,643	)
Effect of exchange rate changes on cash and cash equivalents		—			1,318			6,852			—			8,170
Net change in cash and cash equivalents		47,605			23,907			(7,326	)		—			64,186
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	75,150		$	42,164		$	309,766		$	—		$	427,080

25

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	113,577		$	45,427		$	62,993		$	(102,719	)	$	119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		15,758			9,416			28,019			—			53,193
Stock-based compensation		3,962			—			—			—			3,962
Defined benefit pension plan expense		—			—			4,544			—			4,544
Contribution to defined benefit pension plan		—			—			(11,754	)		—			(11,754	)
Loss (gain) on sale of property, plant and equipment		3			(56	)		(242	)		—			(295	)
Equity in earnings of nonconsolidated subsidiaries		(261	)		—			(4,248	)		—			(4,509	)
Deferred income taxes		(5,307	)		1,742			(7,979	)		—			(11,544	)
Changes in assets and liabilities:
Receivables		(10,659	)		(320	)		(30,627	)		—			(41,606	)
Inventories		(44,029	)		(31,983	)		(23,547	)		—			(99,559	)
Prepaid expenses		(1,753	)		(325	)		(3,300	)		—			(5,378	)
Accounts payable		9,850			6,450			17,482			—			33,782
Accrued expenses		17,225			3,805			(9,546	)		—			11,484
Other noncurrent liabilities		1,202			—			(5,694	)		—			(4,492	)
Income taxes payable (refundable)		14,814			—			2,195			—			17,009
Net cash flows from operations		114,382			34,156			18,296			(102,719	)		64,115
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,133	)		(9,358	)		(26,875	)		—			(46,366	)
Proceeds from sale of assets		34			73			2,796			—			2,903
Acquisitions, net of cash acquired		—			—			(1,539	)		—			(1,539	)
Dividends from nonconsolidated subsidiaries		590			—			—			—			590
Other, net		(92,449	)		(24,700	)		15,223			102,719			793
Net cash flows from investing activities		(101,958	)		(33,985	)		(10,395	)		102,719			(43,619	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,152			—			2,152
Proceeds from long-term borrowings		213,832			—			—			—			213,832
Principal payments on long-term borrowings		(187,186	)		—			(48	)		—			(187,234	)
Purchase of noncontrolling interest		—			—			(25,253	)		—			(25,253	)
Dividends paid		(13,467	)		—			—			—			(13,467	)
Intercompany dividends		—			17,730			(17,730	)		—			—
Dividend to noncontrolling interests		—			—			(4,958	)		—			(4,958	)
Settlement of financial derivative		(3,568	)		—			—			—			(3,568	)
Debt issues fees		(1,284	)		—			—			—			(1,284	)
Proceeds from exercises under stock plans		18,659			—			—			—			18,659
Excess tax benefits from stock option exercises		2,799			—			—			—			2,799
Purchase of treasury shares		(4,802	)		—			—			—			(4,802	)
Purchase of common treasury shares—stock plan exercises		(19,829	)		—			—			—			(19,829	)
Net cash flows from financing activities		5,154			17,730			(45,837	)		—			(22,953	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(7,539	)		—			(7,539	)
Net change in cash and cash equivalents		17,578			17,901			(45,475	)		—			(9,996	)
Cash and cash equivalents—beginning of year		8,015			619			338,270			—			346,904
Cash and cash equivalents—end of period	$	25,593		$	18,520		$	292,795		$	—		$	336,908

26

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 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 31, 2011.

27

Results of Operations

        Dollars in millions, except per share amounts

	Thirteen Weeks Ended									Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			% Incr. (Decr.)			September 29, 2012			September 24, 2011			% Incr. (Decr.)
Consolidated
Net sales	$	729.8		$	672.2			8.6	%	$	2,214.5		$	1,908.8			16.0	%
Gross profit		192.4			167.4			14.9	%		578.1			471.9			22.5	%
as a percent of sales		26.4	%		24.9	%					26.1	%		24.7	%
SG&A expense		102.0			95.4			6.9	%		307.6			285.9			7.6	%
as a percent of sales		14.0	%		14.2	%					13.9	%		15.0	%
Operating income		90.4			72.0			25.6	%		270.6			186.0			45.5	%
as a percent of sales		12.4	%		10.7	%					12.2	%		9.7	%
Net interest expense		6.3			4.5			40.0	%		17.6			19.8			(11.1	)%
Effective tax rate		33.3	%		36.1	%					36.2	%		30.6	%
Net earnings	$	56.7		$	42.1			34.7	%	$	169.0		$	113.6			48.8	%
Diluted earnings per share	$	2.12		$	1.59			33.3	%	$	6.32		$	4.28			47.7	%
Engineered Infrastructure Products
Net sales	$	219.3		$	215.6			1.7	%	$	616.0		$	579.6			6.3	%
Gross profit		57.3			53.3			7.5	%		156.0			135.9			14.8	%
SG&A expense		38.6			36.1			6.9	%		115.1			105.0			9.6	%
Operating income		18.7			17.2			8.7	%		40.9			30.9			32.4	%
Utility Support Structures
Net sales	$	216.9		$	155.3			39.7	%	$	617.9		$	415.3			48.8	%
Gross profit		49.6			31.7			56.5	%		138.6			91.5			51.5	%
SG&A expense		19.4			17.0			14.1	%		56.7			50.3			12.7	%
Operating income		30.2			14.7			105.4	%		81.9			41.2			98.8	%
Coatings
Net sales	$	71.4		$	69.0			3.5	%	$	213.1		$	204.1			4.4	%
Gross profit		26.3			22.7			15.9	%		79.0			65.1			21.4	%
SG&A expense		7.7			8.4			(8.3	)%		24.4			25.5			(4.3	)%
Operating income		18.6			14.3			30.1	%		54.6			39.6			37.9	%
Irrigation
Net sales		156.4			150.6			3.9	%	$	546.7		$	485.4			12.6	%
Gross profit		44.5			42.4			5.0	%		156.4			131.1			19.3	%
SG&A expense		17.3			18.7			(7.5	)%		53.2			50.5			5.3	%
Operating income		27.2			23.7			14.8	%		103.2			80.6			28.0	%
Other
Net sales		65.8			81.7			(19.5	)%	$	220.8		$	224.4			(1.6	)%
Gross profit		14.5			17.3			(16.2	)%		47.9			48.2			(0.6	)%
SG&A expense		4.8			4.7			2.1	%		14.5			15.3			(5.2	)%
Operating income		9.7			12.6			(23.0	)%		33.4			32.9			1.5	%
Net corporate expense
Gross profit		0.2			—			NM		$	0.2		$	0.1			NM
SG&A expense		14.2			10.4			36.5	%		43.6			39.3			10.9	%
Operating loss		(14.0	)		(10.4	)		(34.6	)%		(43.4	)		(39.2	)		(10.7	)%

NM=Not meaningful

28

Overview

        On a consolidated basis, the increases in net sales in the third quarter and first three quarters of 2012, as compared with 2011, were due to the following factors:

•

Unit sales volumes increased approximately $54 million and $313 million in the third quarter and first three quarters of fiscal 2012, respectively, as compared with 2011. In the third quarter and first three quarters of 2012, all reportable segments reported higher sales, as compared with the same periods in 2011. The segments with the most significant unit sales increases were the Utility Support Structures and Irrigation segments.

•

Sales prices and mix in the aggregate for the third quarter and first three quarters of 2012 were higher than 2011 by approximately $20 million and $27 million, respectively.

        Foreign currency translation, in the aggregate, resulted in lower net sales and operating income in the third quarter and first three quarters of 2012, as compared with 2011. On average, the U.S. dollar strengthened against most currencies in 2012, as compared to 2011. The most significant currencies that contributed to this movement were the euro, Australian dollar, Brazilian real and the South African rand. On a segment basis, the currency effects on net sales and operating income in the third quarter and first three quarters of 2012, as compared with 2011, were as follows (in millions):

	Third Quarter Effect						Year-to-date Effect
	Net Sales			Operating Income			Net Sales			Operating Income
Engineered Infrastructure Products	$	(6.4	)	$	(0.4	)	$	(13.8	)	$	(0.7	)
Coatings		(0.8	)		(0.1	)		(2.5	)		(0.3	)
Irrigation		(5.6	)		(0.8	)		(10.9	)		(1.6	)
Other		(3.4	)		(0.4	)		(7.0	)		(0.8	)
Total	$	(16.2	)	$	(1.7	)	$	(34.2	)	$	(3.4	)

        The increase in gross profit margin (gross profit as a percent of sales) in fiscal 2012, as compared with 2011, was primarily due to improved sales pricing and mix and moderating raw material costs in 2012 as compared with 2011. Steel prices and zinc prices in 2012 were down slightly as compared with 2011. LIFO expense for the first three quarters of 2012 was $10.3 million lower than the same period in 2011, contributing to the comparatively higher gross profit margin in 2012, as compared with 2011.

        Selling, general and administrative (SG&A) expense in the third quarter and first three quarters of 2012, as compared with 2011, increased mainly due to the following factors:

•

Increased employee incentive accruals of $2.3 million and $6.9 million, respectively, due to improved operating results;

•

Increased compensation expenses of $6.0 million and $14.3 million, respectively, associated with increased employment levels and increased employee benefit costs;

•

Increased commissions of $0.3 million and $1.7 million, respectively, related to higher sales;

•

Deferred compensation expense of $2.2 million and $3.2 million, respectively, incurred in the third quarter and first three quarters of 2012 associated with the increase in deferred compensation plan liabilities. The corresponding increase in deferred compensation plan assets was recorded as a decrease in "Other" expense; and,

•

Australia stamp duty expense of $1.2 million incurred in the first quarter of 2012 related to the legal restructuring that was completed in fiscal 2011. This expense was non-recurring in nature.

29

        These increases were offset to a degree by settlements related to property insurance claims and a settlement related to a vendor dispute aggregating $1.4 million and $3.7 million in the third quarter and first three quarters, respectively, of 2012. These expense decreases were considered non-recurring in nature. SG&A expense also decreased in the third quarter and first three quarters of 2012, as compared with 2011, due to foreign exchange translation effects of $2.0 million and $4.2 million, respectively.

        The increase in operating income on a reportable segment basis in the third quarter and first three quarters of 2012, as compared with 2011, was due to improved operating performance in all reportable segments. The "Other" category reported lower operating income in the third quarter of 2012, as compared with 2011. Operating income in the "Other" category for the first three quarters of 2012 was comparable with 2011.

        The increase in net interest expense in the third quarter of fiscal 2012, as compared with 2011, mainly was attributable to interest income received on certain income tax refunds in 2011 (approximately $1.0 million) and $0.4 million of unamortized debt issue costs that were written off when we renewed our revolving credit agreement in the third quarter of 2012. On a year-to-date basis, net interest expense is lower in 2012 as compared with 2011, due to interest savings realized from the refinancing of our $150 million of senior subordinated debt in June 2011 and approximately $2.8 million of expense incurred in the second quarter of 2011 related to the refinancing of our $150 million of senior subordinated notes. Average borrowing levels in 2012 were comparable with 2011.

        The decrease in "Other" expenses in the third quarter and first three quarters of fiscal 2012, as compared with 2011, was mainly due to investment returns in the assets held in our deferred compensation plan of $2.2 million and $3.2 million, respectively. The increase in the value of these assets was offset by a corresponding increase in our deferred compensation liabilities, which was reflected as an increase in SG&A expense. Accordingly, there was no effect on net earnings from these investment gains.

        Our effective income tax rate in the third quarter of fiscal 2012 was lower than 2011, mainly due to a more favorable result this year in the reconciliation of our annual income tax filings and certain non-deductible currency losses in our Mexican operation in 2011 that did not occur in 2012. In the third quarter of 2012, the U.K. reduced its income tax rate from 26% to 24%. As a result, our income tax expense increased in the third quarter of 2012 by $4.0 million, mainly due to the revaluation of deferred income tax assets. This effect on our third quarter 2012 income tax expense was largely mitigated by increased foreign tax credits and other tax benefits in 2012. On a year-to-date basis, our effective tax rate in 2012 was higher than 2011 due to a $4.1 million tax benefit related to the acquisition of the 40% of our grinding media operation that we did not own, $1.4 million of income tax contingencies that we reversed in 2011 due to the expiring of statutes of limitation and a higher share of our pre-tax earnings coming from our U.S. operations. Going forward, depending on our geographic mix of earnings and currently enacted income tax rates in the countries in which we operate, we expect our effective tax rate to approximate 34%.

        Earnings attributable to noncontrolling interests was lower in the third quarter and first three quarters of 2012, as compared with 2011, mainly due to lower net earnings in those consolidated operations that are less than 100% owned, partly due to currency translation effects. On a year-to-date basis, the 2012 decrease was also due to the purchase of the noncontrolling interest in our grinding media operation in June 2011. This operation was previously 40% owned by noncontrolling interests.

        Our cash flows provided by operations were $117.7 million in 2012, as compared with $64.1 million in 2011. The increase in operating cash flow resulted from increased net income in 2012. Working capital increased somewhat is 2012, due mainly to increased sales levels, and results in operating cash flow being less than net earnings.

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Engineered Infrastructure Products (EIP) segment

        The increase in EIP segment net sales in the third quarter and first three quarters of fiscal 2012, as compared with 2011, was due to improved sales volumes of approximately $4 million and $34 million, respectively, and $6 million and $17 million, respectively, of favorable pricing and sales mix changes. These increases were offset to a degree, by unfavorable foreign exchange translation effects of approximately $6 million and $14 million, respectively. North America lighting sales in the third quarter of 2012 were comparable with 2011, while sales in the first three quarters of 2012 were up modestly over last year. The increase in sales mainly resulted from higher sales prices and favorable sales mix. The transportation market for lighting and traffic structures continues to be steady but not particularly strong. While a two-year extension to the current U.S. highway funding legislation was enacted in the third quarter, this event has not yet affected the market for lighting and traffic structures. We also believe that state budget issues are limiting roadway project activity. Sales in other market channels such as sales to lighting fixture manufacturers and commercial construction projects in 2012 were comparable with 2011. In Europe, sales in the third quarter and first three quarters of fiscal 2012 were lower than the comparable periods in 2011. We divested of our Turkish and Italian operations in late 2011, resulting in lower sales in the third quarter and first three quarters of 2012, as compared with 2011, of $5.2 million and $13.6 million, respectively. Current economic conditions in Europe and weak and uncertain. As a result, public spending for streets and highways is under pressure, as governments dealing with lower tax receipts and budget deficits. However, lighting sales in local currency were higher in the the third quarter and first three quarters of 2012, as compared with 2011. Stronger sales in France, Scandinavia and the U.K. were offset somewhat by weaker sales volumes in northern Europe.

        Communication product line sales in the third quarter and first three quarters of fiscal 2012 were improved over 2011. North America sales in the third quarter and first three quarters of 2012 were $8.4 million and $20.3 million, respectively, higher in 2012, as compared with 2011. The increase in sales was attributable to improved market conditions (somewhat attributable to the build out of 4G wireless technology) and the resolution of the proposed AT&T/T-Mobile merger, which we believe slowed sales activity for structures and components in 2011. In China, sales of wireless communication structures in 2012 were comparable with 2011.

        Sales in the access systems product line in 2012 were improved as compared with 2011, as industrial production investments in the mining and energy economic sectors are increasing in the Asia Pacific region.

        Sales of highway safety products in the third quarter of 2012 was comparable with 2011, while year-to-date sales in 2012 were somewhat higher as compared with 2011. Floods in parts of Australia affected infrastructure spending in the first three quarters of 2011, as public spending priorities shifted from roadway development to supporting recovery from the floods. The improvement in 2012 reflects a more normal demand pattern for this product line. While public spending on roadways in Australia is down somewhat in 2012, establishment of sales channels in other countries in the Asia Pacific region has helped maintain sales volumes for the product line.

        Operating income for the segment in the third quarter and first three quarters of fiscal 2012 was higher than 2011. Improved operating income resulted from higher sales volumes, improved sales prices and moderating raw material costs (including $2.6 million of lower year-to-date LIFO expense), offset somewhat by factory operational inefficiencies of $5.2 million and $12.3 million, respectively. The factory operational inefficiencies related mainly to start-up costs related to capacity expansion in the U.S. and certain production inefficiencies in Europe. The increase in SG&A spending in the third quarter and first three quarters of 2012, as compared with 2011, mainly was attributable to higher compensation costs of $2.2 million and $6.2 million, respectively, and increased employee incentives of $1.1 million and $2.8 million, respectively. These increases were offset to a degree by currency translation effects of $1.2 million in the third quarter and $2.4 million in the first three quarters of fiscal 2012, as compared with the same periods in 2011.

31

Utility Support Structures (Utility) segment

        In the Utility segment, the sales increase in the third quarter and first three quarters of 2012, as compared with 2011, was primarily due to improved unit sales volumes of approximately $49 million and $211 million, respectively. In U.S. markets, investments in the electrical grid by utility companies is increasing, resulting in improved sales of transmission and substation structures. The effect of sales mix was favorable for the third quarter of 2012, as compared with 2011, by approximately $13 million, while the year-to-date sales mix effect in fiscal 2012 was unfavorable, as compared with 2011, by approximately $7 million. The unfavorable year-to-date mix effect reflected shipments on certain large orders that were taken in 2010, when market pricing was particularly low. As market conditions improved, pricing recovered to a degree, resulting in improved pricing and mix in the third quarter. Sales in international markets in the third quarter was comparable with 2011, while year-to-date fiscal 2012 sales were slightly lower than 2011. Sales in the Asia Pacific region are higher, offset to some extent by lower sales in Europe and the Middle East.

        Operating income in fiscal 2012, as compared with 2011, increased due to the increase in North America sales volume, moderating raw material costs and leverage effects on fixed SG&A and factory expenses. These positive effects were offset to a degree in the third quarter and first three quarters of 2012 by $1.3 million and $8.4 million, respectively, of additional costs associated with production inefficiencies and unanticipated costs related to certain large orders. The increase in SG&A expense for the segment in fiscal 2012 as compared with 2011, was mainly due to increased employee compensation of $1.3 million and $2.8 million, respectively, increased employee incentives of $0.7 million and $1.2 million, respectively, and increased sales commissions of $0.3 million and $1.2 million, respectively, all associated with the increase in business levels and operating income.

Coatings segment

        The increase in net sales in the Coatings segment was due to improved sales in the United States, offset to a degree by slightly lower sales in the Asia Pacific region. In the United States, we experienced broad-based improved demand from customers, especially in the agriculture, petrochemical and energy economic sectors. Asia Pacific volumes in the third quarter and first three quarters of 2012 were down modestly from 2011, due to slowness in the Australian industrial economy not related to mining. Average selling prices in the third quarter and first three quarters of 2012 were comparable with 2011.

        The increase in segment operating income in the third quarter and first three quarters of 2012, as compared with 2011, was mainly due to improved productivity and operating leverage through volume increases and lower zinc costs. The effect of lower zinc costs on segment operating income in the third quarter and first three quarters of 2012, as compared with the same periods in 2011, was approximately $1.9 million and $5.5 million, respectively. SG&A expenses for the segment in the third quarter and first three quarters of 2012, as compared with 2011, were slightly lower, due to a $0.9 million favorable dispute settlement with a vendor in the second quarter of 2012 and a $0.8 million insurance settlement in the third quarter of 2012.

Irrigation segment

        The increase in Irrigation segment net sales in the third quarter and first three quarters of 2012, as compared with 2011, was mainly due to improved sales volumes of approximately $10 million and $55 million, respectively, and favorable pricing and sales mix of approximately $2 million and $19 million respectively. These increases were offset by unfavorable currency translation effects of $5.6 million and $10.9 million in the third quarter and first three quarters of 2012, respectively, as compared with 2011. The pricing and sales mix effect was generally due to sales price increases that took effect in the second half of 2011 to recover higher material costs in early 2011. In global markets,

32

the sales growth was due to very strong agricultural economies around the world. Farm commodity prices continue to be favorable, with a positive outlook for net farm income in most markets around the world. We believe that farm commodity prices have been favorable due to strong demand, including consumption in the production of ethanol and other fuels, and traditionally low inventories of major farm commodities. We believe the drought conditions in much of the U.S. this summer contributed to the increased demand for irrigation equipment and related service parts in 2012. In international markets, the sales improvement in fiscal 2012, as compared with 2011, was realized in most markets, also due to generally favorable economic conditions in the global farm economy.

        Operating income for the segment improved in the third quarter and first three quarters of 2012, as compared with 2011, due to improved sales unit volumes and improved sales prices in light of stable material costs. The higher average selling prices resulted from rising material costs in 2011, when sales price increases lagged material cost inflation. The stability in raw material purchase costs also resulted in $4.7 million in lower LIFO expenses in the first three quarters of 2012, respectively, as compared with 2011. SG&A expenses in the third quarter of 2012 were slightly lower than the same period in 2011, due in part to foreign currency translation effects ($0.5 million). On a year-to-date basis, SG&A spending increased in 2012 over 2011, due to increased compensation cost to support the increase in sales activity ($2.4 million), offset to a degree by currency translation effects of approximately $1.2 million.

Other

        This category includes the grinding media, industrial tubing, electrolytic manganese and industrial fasteners operations. In the third quarter of 2012, sales and operating income were lower than 2011, mainly due lower sales volumes and profitability in the tubing and electrolytic manganese dioxide operations. On a year-to-date basis, fiscal 2012 sales and operating profits were, in the aggregate, comparable with 2011. Sales and operating income in our tubing operations were improved over 2011, while manganese dioxide sales and operating income were lower than 2011. Sales and operating income in the grinding media operations in the third quarter and first three quarters of fiscal 2012 were comparable with 2011.

Net corporate expense

        Net corporate expense in the third quarter and first three quarters of fiscal 2012 was higher than 2011, mainly due to:

•

higher employee incentives associated with improved net earnings and share price, which affected long-term incentive plans (approximately $1.4 million and $3.5 million respectively);

•

higher deferred compensation expenses (approximately $2.2 million and $3.2 million, respectively) related to investment returns on assets in the deferred compensation plan. These increases are offset by decreases in "Other" expense, and;

•

increased expenses of $0.5 million and $2.2 million, respectively, related to less favorable experience in our health insurance plan.

        These increases were offset by insurance settlements related to a fire and storm damage to one of our galvanizing facilities in Australia ($0.6 million and $2.0 million, respectively) and lower expenses in the Delta Pension Plan of $0.4 million and $1.4 million, respectively.

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Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows—Net working capital was $996.5 million at September 29, 2012, as compared with $844.9 million at December 31, 2011. The increase in net working capital in 2012 mainly resulted from increased receivables and inventories to support the increase in sales. Cash flow provided by operations was $117.7 million in fiscal 2012, as compared with $64.1 million in fiscal 2011. The increase in operating cash flow in 2012 was the result of higher net earnings, especially in the Utility Support Structures and Irrigation segments, offset to an extent by the increase in working capital and timing of income tax payments. Accounts receivable turns in 2012 were improved over 2011. The increase in inventory at the end of the second quarter compared with December 31, 2011 is associated mainly with the Utility Support Structures and EIP segments and is related to general business levels and seasonal factors.

Investing Cash Flows—Capital spending in the first three quarters of fiscal 2012 was $58.7 million, as compared with $46.4 million for the same period in 2011. The most significant capital spending projects in 2012 included capacity expansions in the Utility segment. We expect our capital spending for the 2012 fiscal year to be approximately $100 million, compared to $83 million for the 2011 fiscal year. The increase in expected capital spending over 2011 is mainly due to capacity increases to meet the growing need for utility structures in the U.S. and additional manufacturing investment in the Irrigation segment.

Financing Cash Flows—Our total interest-bearing debt increased slightly to $489.2 million at September 29, 2012 from $486.1 million at December 31, 2011. Financing cash flows in 2011 included the purchase of the 40% noncontrolling interest in our grinding operation for $25.3 million, debt issuance costs of $1.3 million and settlement of a financial derivative of $3.6 million associated with the senior unsecured notes issued in the second quarter of 2011.

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 September 29, 2012, our long-term debt to invested capital ratio was 24.2%, as compared with 26.8% at December 31, 2011. 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 2012.

        Our debt financing at September 29, 2012 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $63.9 million, $51.8 million of which was unused at September 29, 2012. Our long-term debt principally consists of:

•

$450 million face value ($463 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by certain of our subsidiaries.

•

$400 million revolving credit agreement with a group of banks. We may increase the credit facility by up to an additional $200 million at any time, subject to participating banks increasing the amount of their lending commitments. The interest rate on our borrowings will be, at our option, either:



(a)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by us) plus 125 to 225 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

34

•

The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50 basis points plus in each case, 25 to 125 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 225 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA

        At September 29, 2012 and December 31, 2011, we had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement has a termination date of August 15, 2017, and contains certain financial covenants that may limit our additional borrowing capability under the agreement. At September 29, 2012, we had the ability to borrow an additional $384.9 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 as follows:

•

Interest-bearing debt is not to exceed 3.50x EBITDA of the prior four quarters; and

•

EBITDA over the prior four quarters must be at least 2.50x our interest expense over the same period.

        At September 29, 2012, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at September 29, 2012 were as follows:

Interest-bearing debt	$	489,183
EBITDA—last four quarters		431,496
Leverage ratio		1.13
EBITDA—last four quarters	$	431,496
Interest expense—last four quarters		33,117
Interest earned ratio		13.03

        The calculation of EBITDA—last four quarters (September 25, 2011 through September 29, 2012) is as follows:

Net cash flows from operations	$	203,238
Interest expense		33,117
Income tax expense		40,983
Deferred income tax benefit		77,356
Noncontrolling interest		(6,369	)
Equity in earnings of nonconsolidated subsidiaries		8,861
Stock-based compensation		(6,486	)
Pension plan expense		(3,981	)
Contribution to pension plan		11,697
Changes in assets and liabilities		73,883
Other		(803	)
EBITDA	$	431,496
Net earnings attributable to Valmont Industries, Inc.	$	283,767
Interest expense		33,117
Income tax expense		40,983
Depreciation and amortization expense		73,629
EBITDA	$	431,496

35

        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 $565 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at September 29, 2012, approximately $347 million is held in entities outside the United States. 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. The income taxes that we would pay if cash were repatriated depends on the amounts to be repatriated and from which country. If all of our cash outside the United States were to be repatriated to the United States, we estimate that we would pay approximately $24.7 million in income taxes to repatriate that cash.

Financial Obligations and Financial Commitments

        There have been no material changes to our financial obligations and financial commitments as described on page 39 in our Form 10-K for the fiscal year ended December 31, 2011.

Off Balance Sheet Arrangements

        There have been no changes in our off balance sheet arrangements as described on page 39 in our Form 10-K for the fiscal year ended December 31, 2011.

Critical Accounting Policies

        There have been no changes in our critical accounting policies as described on pages 41-44 in our Form 10-K for the fiscal year ended December 31, 2011 during the quarter ended September 29, 2012.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        There were no material changes in the company's market risk during the quarter ended September 29. 2012. For additional information, refer to the section "Risk Management" on page 40 in our Form 10-K for the fiscal year ended December 31, 2011.

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.

36

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
July 1, 2012 to July 28, 2012		3,126	$	125.17		—		—
July 29, 2012 to August 1, 2012		34,796		126.86		—		—
August 2, 2012 to September 29, 2012		1,705		131.67		—		—
Total		39,627	$	126.93		—		—

        During the third 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 6.    Exhibits

(a)

Exhibits

Exhibit No.		Description
	10.1	Credit Agreement, dated as of August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K dated August 15, 2012.
	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 September 29, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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SIGNATURES

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

VALMONT INDUSTRIES, INC.
(Registrant)

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

Dated this 29th day of October, 2012.

38

Index of Exhibits

Exhibit No.		Description
	10.1	Credit Agreement, dated as of August 15, 2012, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K dated August 15, 2012.
	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 September 29, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

39

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 September 29, 2012 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: October 29, 2012

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Exhibit 31.1

CERTIFICATIONS

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 September 29, 2012 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: October 29, 2012

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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 September 29, 2012 (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 29th day of October, 2012.

/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 September 29, 2012 (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 29th day of October, 2012.

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

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER

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BUSINESS SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012 item	Sep. 24, 2011
Business Segments
Number of reportable segments			4
Maximum percentage of sales of other businesses and activities to consolidated sales as basis for aggregation			10.00%
Sales	$ 759,470	$ 702,352	$ 2,318,323	$ 1,990,373
Intersegment Sales	29,631	30,160	103,819	81,623
Net sales	729,839	672,192	2,214,504	1,908,750
Operating Income (Loss)	90,382	72,033	270,552	185,953
Engineered Infrastructure Products segment:
Business Segments
Sales	229,310	222,243	652,991	597,590
Intersegment Sales	9,978	6,611	37,062	18,035
Net sales	219,332	215,632	615,929	579,555
Operating Income (Loss)	18,715	17,189	40,907	30,907
Engineered Infrastructure Products segment: | Lighting, Traffic, and Roadway Products
Business Segments
Sales	152,672	157,273	434,510	420,122
Engineered Infrastructure Products segment: | Communication Products
Business Segments
Sales	36,446	28,612	99,629	77,332
Engineered Infrastructure Products segment: | Access Systems
Business Segments
Sales	40,192	36,358	118,852	100,136
Utility Support Structures segment
Business Segments
Sales	217,495	159,815	620,964	422,022
Intersegment Sales	625	4,480	3,072	6,739
Net sales	216,870	155,335	617,892	415,283
Operating Income (Loss)	30,223	14,731	81,901	41,214
Utility Support Structures segment | Steel
Business Segments
Sales	184,030	140,926	536,073	374,045
Utility Support Structures segment | Concrete
Business Segments
Sales	33,465	18,889	84,891	47,977
Coatings segment
Business Segments
Sales	83,713	80,806	251,397	238,417
Intersegment Sales	12,313	11,852	38,262	34,283
Net sales	71,400	68,954	213,135	204,134
Operating Income (Loss)	18,542	14,238	54,571	39,600
Irrigation segment
Business Segments
Sales	156,452	150,618	547,214	485,367
Intersegment Sales	67		498	8
Net sales	156,385	150,618	546,716	485,359
Operating Income (Loss)	27,140	23,765	103,155	80,623
Other
Business Segments
Sales	72,500	88,870	245,757	246,977
Intersegment Sales	6,648	7,217	24,925	22,558
Net sales	65,852	81,653	220,832	224,419
Operating Income (Loss)	9,743	12,607	33,413	32,901
Net corporate expense
Business Segments
Operating Income (Loss)	$ (13,981)	$ (10,497)	$ (43,395)	$ (39,292)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (Assets measured at fair value, USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets and liabilities measured at fair value
Trading Securities	$ 22,512	$ 19,152
Carrying Value
Assets and liabilities measured at fair value
Trading Securities	$ 22,512	$ 19,152

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011
Cash flows from operating activities:
Net earnings	$ 58,442	$ 44,414	$ 172,189	$ 119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization			52,262	53,193
Stock-based compensation			4,517	3,962
Defined benefit pension plan expense			3,076	4,544
Contribution to defined benefit pension plan			(11,591)	(11,754)
Gain on sale of property, plant and equipment			(187)	(295)
Equity in (earnings)/ losses of nonconsolidated subsidiaries			(5,311)	(4,509)
Deferred income taxes	519	(1,346)	(3,937)	(11,544)
Changes in assets and liabilities:
Receivables			(46,663)	(41,606)
Inventories			(36,507)	(99,559)
Prepaid expenses			(3,657)	(5,378)
Accounts payable			(35)	33,782
Accrued expenses			15,989	11,484
Other noncurrent liabilities			(723)	(4,492)
Income taxes payable			(21,740)	17,009
Net cash flows from operating activities			117,682	64,115
Cash flows from investing activities:
Purchase of property, plant and equipment			(58,700)	(46,366)
Proceeds from sale of assets			5,597	2,903
Acquisitions, net of cash acquired				(1,539)
Dividends from nonconsolidated subsidiaries			0	590
Other, net			80	793
Net cash flows from investing activities			(53,023)	(43,619)
Cash flows from financing activities:
Net borrowings under short-term agreements			4,096	2,152
Proceeds from long-term borrowings			39,126	213,832
Principal payments on long-term borrowings			(39,280)	(187,234)
Purchase of noncontrolling interest			0	(25,253)
Proceeds from sale of partial ownership interest			1,404
Dividends paid			(15,530)	(13,467)
Dividends to noncontrolling interest			(1,379)	(4,958)
Settlement of financial derivative			0	(3,568)
Debt issuance costs			(1,703)	(1,284)
Proceeds from exercises under stock plans			19,527	18,659
Excess tax benefits from stock option exercises			4,212	2,799
Purchase of treasury shares			0	(4,802)
Purchase of common treasury shares - stock plan exercises			(19,116)	(19,829)
Net cash flows from financing activities			(8,643)	(22,953)
Effect of exchange rate changes on cash and cash equivalents			8,170	(7,539)
Net change in cash and cash equivalents			64,186	(9,996)
Cash and cash equivalents-beginning of year			362,894	346,904
Cash and cash equivalents-end of period	427,080	336,908	427,080	336,908
Parent
Cash flows from operating activities:
Net earnings	56,731	42,141	169,036	113,577
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization			14,183	15,758
Stock-based compensation			4,517	3,962
Gain on sale of property, plant and equipment			(66)	3
Equity in (earnings)/ losses of nonconsolidated subsidiaries			(461)	(261)
Deferred income taxes	(1,063)	(1,397)	(3,832)	(5,307)
Changes in assets and liabilities:
Receivables			(5,806)	(10,659)
Inventories			1,705	(44,029)
Prepaid expenses			(741)	(1,753)
Accounts payable			(14,260)	9,850
Accrued expenses			16,577	17,225
Other noncurrent liabilities			532	1,202
Income taxes payable			(19,897)	14,814
Net cash flows from operating activities			161,487	114,382
Cash flows from investing activities:
Purchase of property, plant and equipment			(23,270)	(10,133)
Proceeds from sale of assets			112	34
Dividends from nonconsolidated subsidiaries				590
Other, net			(77,917)	(92,449)
Net cash flows from investing activities			(101,075)	(101,958)
Cash flows from financing activities:
Proceeds from long-term borrowings			39,000	213,832
Principal payments on long-term borrowings			(39,197)	(187,186)
Dividends paid			(15,530)	(13,467)
Settlement of financial derivative				(3,568)
Debt issuance costs			(1,703)	(1,284)
Proceeds from exercises under stock plans			19,527	18,659
Excess tax benefits from stock option exercises			4,212	2,799
Purchase of treasury shares				(4,802)
Purchase of common treasury shares - stock plan exercises			(19,116)	(19,829)
Net cash flows from financing activities			(12,807)	5,154
Net change in cash and cash equivalents			47,605	17,578
Cash and cash equivalents-beginning of year			27,545	8,015
Cash and cash equivalents-end of period	75,150	25,593	75,150	25,593
Guarantors
Cash flows from operating activities:
Net earnings	21,860	17,334	67,239	45,427
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization			9,602	9,416
Gain on sale of property, plant and equipment			(58)	(56)
Deferred income taxes	(558)	2,710	(419)	1,742
Changes in assets and liabilities:
Receivables			(18,798)	(320)
Inventories			(11,409)	(31,983)
Prepaid expenses			(43)	(325)
Accounts payable			3,280	6,450
Accrued expenses			(607)	3,805
Income taxes payable			273
Net cash flows from operating activities			49,060	34,156
Cash flows from investing activities:
Purchase of property, plant and equipment			(10,885)	(9,358)
Proceeds from sale of assets			71	73
Other, net			(15,657)	(24,700)
Net cash flows from investing activities			(26,471)	(33,985)
Cash flows from financing activities:
Intercompany dividends				17,730
Net cash flows from financing activities				17,730
Effect of exchange rate changes on cash and cash equivalents			1,318
Net change in cash and cash equivalents			23,907	17,901
Cash and cash equivalents-beginning of year			18,257	619
Cash and cash equivalents-end of period	42,164	18,520	42,164	18,520
Non-Guarantors
Cash flows from operating activities:
Net earnings	35,068	26,811	90,681	62,993
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization			28,477	28,019
Defined benefit pension plan expense			3,076	4,544
Contribution to defined benefit pension plan			(11,591)	(11,754)
Gain on sale of property, plant and equipment			(63)	(242)
Equity in (earnings)/ losses of nonconsolidated subsidiaries			(4,850)	(4,248)
Deferred income taxes	2,140	(2,659)	314	(7,979)
Changes in assets and liabilities:
Receivables			(22,059)	(30,627)
Inventories			(26,803)	(23,547)
Prepaid expenses			(2,873)	(3,300)
Accounts payable			10,945	17,482
Accrued expenses			19	(9,546)
Other noncurrent liabilities			(1,255)	(5,694)
Income taxes payable			(1,461)	2,195
Net cash flows from operating activities			62,557	18,296
Cash flows from investing activities:
Purchase of property, plant and equipment			(24,545)	(26,875)
Proceeds from sale of assets			5,414	2,796
Acquisitions, net of cash acquired				(1,539)
Other, net			(61,768)	15,223
Net cash flows from investing activities			(80,899)	(10,395)
Cash flows from financing activities:
Net borrowings under short-term agreements			4,096	2,152
Proceeds from long-term borrowings			126
Principal payments on long-term borrowings			(83)	(48)
Purchase of noncontrolling interest				(25,253)
Proceeds from sale of partial ownership interest			1,404
Intercompany dividends				(17,730)
Dividends to noncontrolling interest			(1,379)	(4,958)
Net cash flows from financing activities			4,164	(45,837)
Effect of exchange rate changes on cash and cash equivalents			6,852	(7,539)
Net change in cash and cash equivalents			(7,326)	(45,475)
Cash and cash equivalents-beginning of year			317,092	338,270
Cash and cash equivalents-end of period	309,766	292,795	309,766	292,795
Eliminations
Cash flows from operating activities:
Net earnings	(55,217)	(41,872)	(154,767)	(102,719)
Changes in assets and liabilities:
Income taxes payable			(655)
Net cash flows from operating activities			(155,422)	(102,719)
Cash flows from investing activities:
Other, net			155,422	102,719
Net cash flows from investing activities			$ 155,422	$ 102,719

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 29, 2012

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 September 29, 2012, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine 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 September 29, 2012 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 31, 2011. 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 31, 2011. The results of operations for the period ended September 29, 2012 are not necessarily indicative of the operating results for the full year.

• Inventories

        Approximately 38% and 40% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 29, 2012 and December 31, 2011, respectively. 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 is approximately $47,406 and $49,536 at September 29, 2012 and December 31, 2011, respectively.

        Inventories consisted of the following:

	September 29, 2012		December 31, 2011
Raw materials and purchased parts	$	218,177	$	202,953
Work-in-process		40,298		28,053
Finished goods and manufactured goods		221,620		212,312
Subtotal		480,095		443,318
Less: LIFO reserve		47,406		49,536
	$	432,689	$	393,782

• Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	2012		2011		2012		2011
United States	$	48,524	$	33,005	$	179,351	$	95,325
Foreign		36,829		32,828		74,532		70,056
	$	85,353	$	65,833	$	253,883	$	165,381

• Stock Plans

        The Company maintains stockbased 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 September 29, 2012, 623,496 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 closing 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 options for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, respectively, were as follows:

	Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
Compensation expense	$	1,245	$	1,265	$	3,735	$	3,732
Income tax benefits		479		487		1,438		1,437

• 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 refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

• Level 1: Quoted 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 September 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	22,512	$	22,512	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 31, 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	$	19,152	$	19,152	$	—	$	—

• Comprehensive Income

        Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at September 29, 2012 and December 31, 2011:

	September 29, 2012			December 31, 2011
Foreign currency translation adjustment	$	36,272		$	16,070
Actuarial gain in defined benefit pension plan		53,912			51,317
Loss on cash flow hedge, net of amortization		(3,035	)		(3,335	)
	$	87,149		$	64,052

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GOODWILL AND INTANGIBLE ASSETS (Details 3) (USD $) In Thousands, unless otherwise specified	9 Months Ended				9 Months Ended
	Sep. 29, 2012	Sep. 29, 2012 Engineered Infrastructure Products segment:	Sep. 29, 2012 Utility Support Structures segment	Dec. 31, 2011 Utility Support Structures segment	Sep. 29, 2012 Coatings segment	Sep. 29, 2012 Irrigation segment	Sep. 29, 2012 Other
Carrying amount of goodwill
Balance at the beginning of the period	$ 314,662	$ 151,558	$ 77,141	$ 77,141	$ 64,820	$ 2,576	$ 18,567
Foreign currency translation	4,395	4,236			(215)	(54)	428
Balance at the end of the period	$ 319,057	$ 155,794	$ 77,141	$ 77,141	$ 64,605	$ 2,522	$ 18,995

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GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Webforge
Non-amortized intangible assets
Carrying value of trade names	$ 17,501	$ 16,659
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	9,237	8,792
Donhad
Non-amortized intangible assets
Carrying value of trade names	6,968	6,633
PiRod
Non-amortized intangible assets
Carrying value of trade names	1,750	1,750
Industrial Galvanizers
Non-amortized intangible assets
Carrying value of trade names	4,051	3,856
Other
Non-amortized intangible assets
Carrying value of trade names	7,290	7,224
Trade names
Non-amortized intangible assets
Carrying value of trade names	$ 57,908	$ 56,025

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CASH FLOW SUPPLEMENTARY INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012 M	Sep. 24, 2011
CASH FLOW SUPPLEMENTARY INFORMATION
Maximum maturity period of liquid investments considered as cash equivalents (in months)	3
Interest	$ 15,797	$ 17,597
Income taxes	$ 106,887	$ 46,605

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011
Basic EPS
Net earnings attributable to Valmont Industries, Inc, basic	$ 56,731	$ 42,141	$ 169,036	$ 113,577
Shares outstanding basic	26,502	26,351	26,455	26,318
Per share amount basic (in dollars per share)	$ 2.14	$ 1.60	$ 6.39	$ 4.32
Dilutive Effect of Stock Options
Dilutive effect of stock options number of shares	304	228	293	249
Dilutive effect of stock options (in dollars per share)	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.04)
Diluted EPS
Net earnings attributable to Valmont Industries, Inc, diluted	$ 56,731	$ 42,141	$ 169,036	$ 113,577
Shares outstanding dilutive	26,806	26,579	26,748	26,567
Per share amount diluted (in dollars per share)	$ 2.12	$ 1.59	$ 6.32	$ 4.28
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)		218,007		218,007

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Purchase of treasury shares, shares		53,847
Stock plan exercises; shares acquired	159,555	181,603
Stock options exercised; shares issued	295,570	291,208
Stock awards; shares issued	402	2,992

XML

LONG-TERM DEBT (Details) (USD $) In Thousands, unless otherwise specified					0 Months Ended	9 Months Ended				9 Months Ended						9 Months Ended
	Sep. 29, 2012	Dec. 31, 2011	Sep. 29, 2012 6.625% senior unsecured notes due in April 2020	Dec. 31, 2011 6.625% senior unsecured notes due in April 2020	Aug. 15, 2012 Revolving credit agreement	Sep. 29, 2012 Revolving credit agreement	Sep. 29, 2012 Revolving credit agreement LIBOR	Sep. 29, 2012 Revolving credit agreement LIBOR Minimum	Sep. 29, 2012 Revolving credit agreement LIBOR Maximum	Sep. 29, 2012 Revolving credit agreement Prime lending rate	Sep. 29, 2012 Revolving credit agreement Federal Funds rate	Sep. 29, 2012 Revolving credit agreement Federal Funds rate Minimum	Sep. 29, 2012 Revolving credit agreement Federal Funds rate Maximum	Sep. 29, 2012 IDR Bonds	Dec. 31, 2011 IDR Bonds	Sep. 29, 2012 1.75% to 3.485% notes	Dec. 31, 2011 1.75% to 3.485% notes
Long-term debt:
Total long-term debt	$ 473,453	$ 474,650	$ 450,000	$ 450,000										$ 8,500	$ 8,500	$ 1,890	$ 2,050
Unamortized premium on senior unsecured notes			13,063	14,100
Less current installments of long-term debt	226	235
Long-term debt, excluding current installments	473,227	474,415
Interest rate on notes (as a percent)			6.625%	6.625%
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%
Aggregate principal amount			450,000
Term of multicurrency revolving credit agreement					5 years
Maximum borrowing capacity					400,000
Increase in borrowing capacity, maximum						200,000
Variable interest rate basis							LIBOR (based on a 1, 2, 3 or 6 month interest period)			Prime lending rate	Federal Funds Rate
Basis points added to variable rate (as a percent)								1.25%	2.25%		0.50%	0.25%	1.25%
Variable interest rate, base period							1 month
Additional borrowing capacity						384,866
Effective interest rate (as a percent)														0.34%	0.24%
Minimum aggregate maturities of long-term debt
2013	278
2014	268
2015	281
2016	$ 289

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011
Product sales	$ 652,822	$ 595,064	$ 1,983,502	$ 1,685,440
Services sales	77,017	77,128	231,002	223,310
Net sales	729,839	672,192	2,214,504	1,908,750
Product cost of sales	488,739	453,462	1,490,885	1,285,629
Services cost of sales	48,698	51,340	145,508	151,256
Total cost of sales	537,437	504,802	1,636,393	1,436,885
Gross profit	192,402	167,390	578,111	471,865
Selling, general and administrative expenses	102,020	95,357	307,559	285,912
Operating income	90,382	72,033	270,552	185,953
Other income (expenses):
Interest expense	(8,429)	(7,671)	(23,657)	(26,715)
Interest income	2,093	3,141	6,081	6,919
Other	1,307	(1,670)	907	(776)
Total other income (expenses)	(5,029)	(6,200)	(16,669)	(20,572)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	85,353	65,833	253,883	165,381
Income tax expense (benefit):
Current	27,928	25,119	90,942	62,156
Deferred	519	(1,346)	(3,937)	(11,544)
Total income tax expense (benefit)	28,447	23,773	87,005	50,612
Earnings before equity in earnings of nonconsolidated subsidiaries	56,906	42,060	166,878	114,769
Equity in earnings of nonconsolidated subsidiaries	1,536	2,354	5,311	4,509
Net earnings	58,442	44,414	172,189	119,278
Less: Earnings attributable to noncontrolling interests	(1,711)	(2,273)	(3,153)	(5,701)
Net earnings attributable to Valmont Industries, Inc.	$ 56,731	$ 42,141	$ 169,036	$ 113,577
Earnings per share:
Basic (in dollars per share)	$ 2.14	$ 1.60	$ 6.39	$ 4.32
Diluted (in dollars per share)	$ 2.12	$ 1.59	$ 6.32	$ 4.28
Cash dividends declared per share (in dollars per share)	$ 0.225	$ 0.180	$ 0.630	$ 0.525
Weighted average number of shares of common stock outstanding - Basic (000 omitted) (in shares)	26,502	26,351	26,455	26,318
Weighted average number of shares of common stock outstanding - Diluted (000 omitted) (in shares)	26,806	26,579	26,748	26,567

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011
Cash flows from operating activities:
Net earnings	$ 172,189	$ 119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	52,262	53,193
Stock-based compensation	4,517	3,962
Defined benefit pension plan expense	3,076	4,544
Contribution to defined benefit pension plan	(11,591)	(11,754)
Gain on sale of property, plant and equipment	(187)	(295)
Equity in earnings in nonconsolidated subsidiaries	(5,311)	(4,509)
Deferred income taxes	(3,937)	(11,544)
Changes in assets and liabilities:
Receivables	(46,663)	(41,606)
Inventories	(36,507)	(99,559)
Prepaid expenses	(3,657)	(5,378)
Accounts payable	(35)	33,782
Accrued expenses	15,989	11,484
Other noncurrent liabilities	(723)	(4,492)
Income taxes payable	(21,740)	17,009
Net cash flows from operating activities	117,682	64,115
Cash flows from investing activities:
Purchase of property, plant and equipment	(58,700)	(46,366)
Proceeds from sale of assets	5,597	2,903
Acquisitions, net of cash acquired	0	(1,539)
Dividends from nonconsolidated subsidiaries	0	590
Other, net	80	793
Net cash flows from investing activities	(53,023)	(43,619)
Cash flows from financing activities:
Net borrowings under short-term agreements	4,096	2,152
Proceeds from long-term borrowings	39,126	213,832
Principal payments on long-term borrowings	(39,280)	(187,234)
Purchase of noncontrolling interest	0	(25,253)
Proceeds from sale of partial ownership interest	1,404
Settlement of financial derivative	0	(3,568)
Dividends paid	(15,530)	(13,467)
Dividends to noncontrolling interest	(1,379)	(4,958)
Debt issuance costs	(1,703)	(1,284)
Proceeds from exercises under stock plans	19,527	18,659
Excess tax benefits from stock option exercises	4,212	2,799
Purchase of treasury shares	0	(4,802)
Purchase of common treasury shares-stock plan exercises	(19,116)	(19,829)
Net cash flows from financing activities	(8,643)	(22,953)
Effect of exchange rate changes on cash and cash equivalents	8,170	(7,539)
Net change in cash and cash equivalents	64,186	(9,996)
Cash and cash equivalents-beginning of year	362,894	346,904
Cash and cash equivalents-end of period	$ 427,080	$ 336,908

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	$ 729,839	$ 672,192	$ 2,214,504	$ 1,908,750
Cost of sales	537,437	504,802	1,636,393	1,436,885
Gross profit	192,402	167,390	578,111	471,865
Selling, general and administrative expenses	102,020	95,357	307,559	285,912
Operating income	90,382	72,033	270,552	185,953
Other income (expenses):
Interest expense	(8,429)	(7,671)	(23,657)	(26,715)
Interest income	2,093	3,141	6,081	6,919
Other	1,307	(1,670)	907	(776)
Total other income (expenses)	(5,029)	(6,200)	(16,669)	(20,572)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	85,353	65,833	253,883	165,381
Income tax expense (benefit):
Current	27,928	25,119	90,942	62,156
Deferred	519	(1,346)	(3,937)	(11,544)
Total income tax expense (benefit)	28,447	23,773	87,005	50,612
Earnings before equity in earnings of nonconsolidated subsidiaries	56,906	42,060	166,878	114,769
Equity in earnings/(losses) of nonconsolidated subsidiaries	1,536	2,354	5,311	4,509
Net earnings	58,442	44,414	172,189	119,278
Other comprehensive income (loss)	25,809	(54,182)	25,383	(23,708)
Comprehensive income (loss)	84,251	(9,768)	197,572	95,570
Less: Comprehensive income attributable to noncontrolling interests	(2,958)	2,418	(5,439)	(3,870)
Comprehensive income (loss) attributable to Valmont Industries, Inc.	81,293	(7,350)	192,133	91,700
Parent
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	301,667	277,350	1,014,150	842,493
Cost of sales	226,539	205,787	743,608	627,802
Gross profit	75,128	71,563	270,542	214,691
Selling, general and administrative expenses	41,747	37,169	128,781	115,422
Operating income	33,381	34,394	141,761	99,269
Other income (expenses):
Interest expense	(8,215)	(7,562)	(23,470)	(26,417)
Interest income	15	9	29	43
Other	883	(1,297)	1,888	(1,105)
Total other income (expenses)	(7,317)	(8,850)	(21,553)	(27,479)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	26,064	25,544	120,208	71,790
Income tax expense (benefit):
Current	8,096	12,153	44,644	31,505
Deferred	(1,063)	(1,397)	(3,832)	(5,307)
Total income tax expense (benefit)	7,033	10,756	40,812	26,198
Earnings before equity in earnings of nonconsolidated subsidiaries	19,031	14,788	79,396	45,592
Equity in earnings/(losses) of nonconsolidated subsidiaries	37,700	27,353	89,640	67,985
Net earnings	56,731	42,141	169,036	113,577
Other comprehensive income (loss)	24,562	(49,491)	23,097	(21,877)
Comprehensive income (loss)	81,293	(7,350)	192,133	91,700
Comprehensive income (loss) attributable to Valmont Industries, Inc.	81,293	(7,350)	192,133	91,700
Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	160,318	98,619	441,189	259,733
Cost of sales	127,116	83,008	352,416	209,827
Gross profit	33,202	15,611	88,773	49,906
Selling, general and administrative expenses	13,449	11,212	40,414	33,473
Operating income	19,753	4,399	48,359	16,433
Other income (expenses):
Interest expense	(12,635)		(37,136)
Interest income	398	204	721	204
Other	15	12	40	42
Total other income (expenses)	(12,222)	216	(36,375)	246
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	7,531	4,615	11,984	16,679
Income tax expense (benefit):
Current	4,786	(724)	10,082	4,552
Deferred	(558)	2,710	(419)	1,742
Total income tax expense (benefit)	4,228	1,986	9,663	6,294
Earnings before equity in earnings of nonconsolidated subsidiaries	3,303	2,629	2,321	10,385
Equity in earnings/(losses) of nonconsolidated subsidiaries	18,557	14,705	64,918	35,042
Net earnings	21,860	17,334	67,239	45,427
Other comprehensive income (loss)	(14,977)		(17,221)
Comprehensive income (loss)	6,883	17,334	50,018	45,427
Comprehensive income (loss) attributable to Valmont Industries, Inc.	6,883	17,334	50,018	45,427
Non-Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	350,837	352,928	977,950	947,843
Cost of sales	266,532	272,671	757,829	740,621
Gross profit	84,305	80,257	220,121	207,222
Selling, general and administrative expenses	46,824	46,976	138,364	137,017
Operating income	37,481	33,281	81,757	70,205
Other income (expenses):
Interest expense	(213)	(109)	(186)	(298)
Interest income	14,314	2,928	42,466	6,672
Other	409	(385)	(1,021)	287
Total other income (expenses)	14,510	2,434	41,259	6,661
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	51,991	35,715	123,016	76,866
Income tax expense (benefit):
Current	15,701	13,690	36,871	26,099
Deferred	2,140	(2,659)	314	(7,979)
Total income tax expense (benefit)	17,841	11,031	37,185	18,120
Earnings before equity in earnings of nonconsolidated subsidiaries	34,150	24,684	85,831	58,746
Equity in earnings/(losses) of nonconsolidated subsidiaries	918	2,127	4,850	4,247
Net earnings	35,068	26,811	90,681	62,993
Other comprehensive income (loss)	41,046	(57,464)	49,175	(23,708)
Comprehensive income (loss)	76,114	(30,653)	139,856	39,285
Less: Comprehensive income attributable to noncontrolling interests	(2,958)	2,418	(5,439)	(3,870)
Comprehensive income (loss) attributable to Valmont Industries, Inc.	73,156	(28,235)	134,417	35,415
Eliminations
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	(82,983)	(56,705)	(218,785)	(141,319)
Cost of sales	(82,750)	(56,664)	(217,460)	(141,365)
Gross profit	(233)	(41)	(1,325)	46
Operating income	(233)	(41)	(1,325)	46
Other income (expenses):
Interest expense	12,634		37,135
Interest income	(12,634)		(37,135)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	(233)	(41)	(1,325)	46
Income tax expense (benefit):
Current	(655)		(655)
Total income tax expense (benefit)	(655)		(655)
Earnings before equity in earnings of nonconsolidated subsidiaries	422	(41)	(670)	46
Equity in earnings/(losses) of nonconsolidated subsidiaries	(55,639)	(41,831)	(154,097)	(102,765)
Net earnings	(55,217)	(41,872)	(154,767)	(102,719)
Other comprehensive income (loss)	(24,822)	52,773	(29,668)	21,877
Comprehensive income (loss)	(80,039)	10,901	(184,435)	(80,842)
Comprehensive income (loss) attributable to Valmont Industries, Inc.	$ (80,039)	$ 10,901	$ (184,435)	$ (80,842)

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BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 29, 2012

BUSINESS SEGMENTS

Segment reporting information of sales and operating income

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			September 29, 2012			September 24, 2011
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	152,672		$	157,273		$	434,510		$	420,122
Communication Products		36,446			28,612			99,629			77,332
Access Systems		40,192			36,358			118,852			100,136
Engineered Infrastructure Products segment		229,310			222,243			652,991			597,590
Utility Support Structures segment:
Steel		184,030			140,926			536,073			374,045
Concrete		33,465			18,889			84,891			47,977
Utility Support Structures segment		217,495			159,815			620,964			422,022
Coatings segment		83,713			80,806			251,397			238,417
Irrigation segment		156,452			150,618			547,214			485,367
Other		72,500			88,870			245,757			246,977
Total		759,470			702,352			2,318,323			1,990,373
INTERSEGMENT SALES:
Engineered Infrastructure Products		9,978			6,611			37,062			18,035
Utility Support Structures		625			4,480			3,072			6,739
Coatings		12,313			11,852			38,262			34,283
Irrigation		67			—			498			8
Other		6,648			7,217			24,925			22,558
Total		29,631			30,160			103,819			81,623
NET SALES:
Engineered Infrastructure Products segment		219,332			215,632			615,929			579,555
Utility Support Structures segment		216,870			155,335			617,892			415,283
Coatings segment		71,400			68,954			213,135			204,134
Irrigation segment		156,385			150,618			546,716			485,359
Other		65,852			81,653			220,832			224,419
Total	$	729,839		$	672,192		$	2,214,504		$	1,908,750
OPERATING INCOME:
Engineered Infrastructure Products	$	18,715		$	17,189		$	40,907		$	30,907
Utility Support Structures		30,223			14,731			81,901			41,214
Coatings		18,542			14,238			54,571			39,600
Irrigation		27,140			23,765			103,155			80,623
Other		9,743			12,607			33,413			32,901
Corporate		(13,981	)		(10,497	)		(43,395	)		(39,292	)
Total	$	90,382		$	72,033		$	270,552		$	185,953

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 3) (USD $) In Thousands, except Per Share data, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011	Sep. 24, 2011	Dec. 25, 2010
Current assets:
Cash and cash equivalents	$ 427,080	$ 362,894	$ 336,908	$ 346,904
Receivables, net	470,240	426,683
Inventories	432,689	393,782
Prepaid expenses	30,106	25,765
Refundable and deferred income taxes	49,692	43,819
Total current assets	1,409,807	1,252,943
Property, plant and equipment, at cost	965,326	911,642
Less accumulated depreciation and amortization	489,335	456,765
Net property, plant and equipment	475,991	454,877
Goodwill	319,057	314,662
Other intangible assets	162,279	168,083
Other assets	127,326	115,511
Total assets	2,494,460	2,306,076
Current liabilities:
Current installments of long-term debt	226	235
Notes payable to banks	15,730	11,403
Accounts payable	217,688	234,537
Accrued employee compensation and benefits	87,978	83,613
Accrued expenses	85,720	73,515
Dividends payable	5,991	4,767
Total current liabilities	413,333	408,070
Deferred income taxes	80,980	85,497
Long-term debt, excluding current installments	473,227	474,415
Defined benefit pension liability	62,667	68,024
Deferred compensation	34,320	30,741
Other noncurrent liabilities	42,039	41,418
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Common stock, par value (in dollars per share)	$ 1	$ 1
Retained earnings	1,238,840	1,079,698
Accumulated other comprehensive income	87,149	64,052
Treasury stock	(23,018)	(24,688)
Total Valmont Industries, Inc. shareholders' equity	1,330,871	1,146,962
Noncontrolling interest in consolidated subsidiaries	57,023	50,949
Total shareholders' equity	1,387,894	1,197,911	1,063,249	1,010,127
Total liabilities and shareholders' equity	2,494,460	2,306,076
Parent
Current assets:
Cash and cash equivalents	75,150	27,545	25,593	8,015
Receivables, net	128,215	122,409
Inventories	124,158	125,862
Prepaid expenses	4,189	3,448
Refundable and deferred income taxes	25,891	22,053
Total current assets	357,603	301,317
Property, plant and equipment, at cost	447,378	427,398
Less accumulated depreciation and amortization	294,278	283,786
Net property, plant and equipment	153,100	143,612
Goodwill	20,108	20,108
Other intangible assets	539	661
Investment in subsidiaries and intercompany accounts	1,438,431	1,338,299
Other assets	34,625	30,192
Total assets	2,004,406	1,834,189
Current liabilities:
Current installments of long-term debt	189	187
Accounts payable	53,905	85,974
Accrued employee compensation and benefits	51,277	44,187
Accrued expenses	37,642	28,154
Dividends payable	5,991	4,767
Total current liabilities	149,004	163,269
Deferred income taxes	19,808	21,891
Long-term debt, excluding current installments	472,182	473,419
Deferred compensation	27,587	24,142
Other noncurrent liabilities	4,954	4,506
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Retained earnings	1,238,840	1,079,698
Accumulated other comprehensive income	87,149	64,052
Treasury stock	(23,018)	(24,688)
Total Valmont Industries, Inc. shareholders' equity	1,330,871	1,146,962
Total shareholders' equity	1,330,871	1,146,962
Total liabilities and shareholders' equity	2,004,406	1,834,189
Guarantors
Current assets:
Cash and cash equivalents	42,164	18,257	18,520	619
Receivables, net	72,369	53,567
Inventories	89,246	77,838
Prepaid expenses	1,052	1,009
Refundable and deferred income taxes	6,558	6,218
Total current assets	211,389	156,889
Property, plant and equipment, at cost	116,562	107,315
Less accumulated depreciation and amortization	58,314	54,740
Net property, plant and equipment	58,248	52,575
Goodwill	107,542	107,542
Other intangible assets	54,986	59,389
Investment in subsidiaries and intercompany accounts	1,264,082	695,745
Total assets	1,696,247	1,072,140
Current liabilities:
Accounts payable	24,708	21,428
Accrued employee compensation and benefits	8,325	8,608
Accrued expenses	5,327	5,651
Total current liabilities	38,360	35,687
Deferred income taxes	27,582	27,661
Long-term debt, excluding current installments	602,751
Shareholders' equity:
Common stock of $1 par value	457,950	457,950
Additional paid-in capital	150,286	181,542
Retained earnings	437,497	370,258
Accumulated other comprehensive income	(18,179)	(958)
Total Valmont Industries, Inc. shareholders' equity	1,027,554	1,008,792
Total shareholders' equity	1,027,554	1,008,792
Total liabilities and shareholders' equity	1,696,247	1,072,140
Non-Guarantors
Current assets:
Cash and cash equivalents	309,766	317,092	292,795	338,270
Receivables, net	269,656	250,707
Inventories	219,285	190,082
Prepaid expenses	24,865	21,308
Refundable and deferred income taxes	17,243	15,548
Total current assets	840,815	794,737
Property, plant and equipment, at cost	401,386	376,929
Less accumulated depreciation and amortization	136,743	118,239
Net property, plant and equipment	264,643	258,690
Goodwill	191,407	187,012
Other intangible assets	106,754	108,033
Investment in subsidiaries and intercompany accounts	534,482	596,301
Other assets	92,701	85,319
Total assets	2,030,802	2,030,092
Current liabilities:
Current installments of long-term debt	37	48
Notes payable to banks	15,730	11,403
Accounts payable	139,730	127,135
Accrued employee compensation and benefits	28,376	30,818
Accrued expenses	42,751	39,710
Total current liabilities	226,624	209,114
Deferred income taxes	33,590	35,945
Long-term debt, excluding current installments	1,045	996
Defined benefit pension liability	62,667	68,024
Deferred compensation	6,733	6,599
Other noncurrent liabilities	37,085	36,912
Shareholders' equity:
Common stock of $1 par value	254,982	254,982
Additional paid-in capital	893,274	893,884
Retained earnings	345,880	407,677
Accumulated other comprehensive income	111,899	65,010
Total Valmont Industries, Inc. shareholders' equity	1,606,035	1,621,553
Noncontrolling interest in consolidated subsidiaries	57,023	50,949
Total shareholders' equity	1,663,058	1,672,502
Total liabilities and shareholders' equity	2,030,802	2,030,092
Eliminations
Current assets:
Investment in subsidiaries and intercompany accounts	(3,236,995)	(2,630,345)
Total assets	(3,236,995)	(2,630,345)
Current liabilities:
Accounts payable	(655)
Total current liabilities	(655)
Long-term debt, excluding current installments	(602,751)
Shareholders' equity:
Common stock of $1 par value	(712,932)	(712,932)
Additional paid-in capital	(1,043,560)	(1,075,426)
Retained earnings	(783,377)	(777,935)
Accumulated other comprehensive income	(93,720)	(64,052)
Total Valmont Industries, Inc. shareholders' equity	(2,633,589)	(2,630,345)
Total shareholders' equity	(2,633,589)	(2,630,345)
Total liabilities and shareholders' equity	$ (3,236,995)	$ (2,630,345)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011	Dec. 31, 2011
Inventories
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent)	38.00%		38.00%		40.00%
Excess of replacement cost of inventories over the LIFO value	$ 47,406		$ 47,406		$ 49,536
Raw materials and purchased parts	218,177		218,177		202,953
Work-in-process	40,298		40,298		28,053
Finished goods and manufactured goods	221,620		221,620		212,312
Subtotal	480,095		480,095		443,318
Less: LIFO reserve	47,406		47,406		49,536
Net inventory	432,689		432,689		393,782
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
United States	48,524	33,005	179,351	95,325
Foreign	36,829	32,828	74,532	70,056
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	85,353	65,833	253,883	165,381
Stock Plans
Shares of common stock available for issuance	623,496		623,496
Stock option plans
Stock Plans
Compensation expense	1,245	1,265	3,735	3,732
Income tax benefits	$ 479	$ 487	$ 1,438	$ 1,437
Stock option plans | Minimum
Stock Plans
Vesting period of options (in years)			3 years
Expiration period of grant (in years)			P6Y
Stock option plans | Maximum
Stock Plans
Vesting period of options (in years)			6 years
Expiration period of grant (in years)			P10Y

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock	Noncontrolling interest in consolidated subsidiaries
Balance at Dec. 25, 2010	$ 1,010,127	$ 27,900	$ 0	$ 850,269	$ 63,645	$ (25,922)	$ 94,235
Increase (Decrease) in Shareholders' Equity
Net earnings	119,278			113,577			5,701
Other comprehensive income (loss)	(23,708)				(21,877)		(1,831)
Cash dividends declared	(13,875)			(13,875)
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 treasury shares	(4,802)					(4,802)
Stock plan exercises; 159,555 and 181,603 shares acquired for the period ended September 29, 2012 and September 24, 2011, respectively	(19,829)					(19,829)
Stock options exercised; 295,570 and 291,208 shares issued for the period ended September 29, 2012 and September 24, 2011, respectively	18,659		(23,353)	16,901		25,111
Tax benefit from stock option exercises	2,799		2,799
Stock option expense	3,732		3,732
Stock awards; 402 and 2,992 shares issued for the period ended 2012 and 2011	555		230			325
Balance at Sep. 24, 2011	1,063,249	27,900	0	966,872	41,768	(25,117)	51,826
Balance at Dec. 31, 2011	1,197,911	27,900	0	1,079,698	64,052	(24,688)	50,949
Increase (Decrease) in Shareholders' Equity
Net earnings	172,189			169,036			3,153
Other comprehensive income (loss)	25,383				23,097		2,286
Cash dividends declared	(16,754)			(16,754)
Dividends to noncontrolling interests	(1,379)						(1,379)
Sale of partial ownership interest	1,404		(610)				2,014
Stock plan exercises; 159,555 and 181,603 shares acquired for the period ended September 29, 2012 and September 24, 2011, respectively	(19,116)					(19,116)
Stock options exercised; 295,570 and 291,208 shares issued for the period ended September 29, 2012 and September 24, 2011, respectively	19,527		(8,027)	6,860		20,694
Tax benefit from stock option exercises	4,212		4,212
Stock option expense	3,735		3,735
Stock awards; 402 and 2,992 shares issued for the period ended 2012 and 2011	782		690			92
Balance at Sep. 29, 2012	$ 1,387,894	$ 27,900	$ 0	$ 1,238,840	$ 87,149	$ (23,018)	$ 57,023

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011
Net earnings	$ 58,442	$ 44,414	$ 172,189	$ 119,278
Foreign currency translation adjustments:
Unrealized translation gains (losses)	23,747	(53,223)	22,488	(20,246)
Actuarial gain (loss) in defined benefit pension plan	1,962	(1,092)	2,595	(27)
(Loss) and amortization of loss on cash flow hedge	100	133	300	(3,435)
Other comprehensive income (loss)	25,809	(54,182)	25,383	(23,708)
Comprehensive income (loss)	84,251	(9,768)	197,572	95,570
Comprehensive loss (income) attributable to noncontrolling interests	(2,958)	2,418	(5,439)	(3,870)
Comprehensive income (loss) attributable to Valmont Industries, Inc.	$ 81,293	$ (7,350)	$ 192,133	$ 91,700

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 29, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Components of inventories

	September 29, 2012		December 31, 2011
Raw materials and purchased parts	$	218,177	$	202,953
Work-in-process		40,298		28,053
Finished goods and manufactured goods		221,620		212,312
Subtotal		480,095		443,318
Less: LIFO reserve		47,406		49,536
	$	432,689	$	393,782

Summary of earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	2012		2011		2012		2011
United States	$	48,524	$	33,005	$	179,351	$	95,325
Foreign		36,829		32,828		74,532		70,056
	$	85,353	$	65,833	$	253,883	$	165,381

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

	Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
Compensation expense	$	1,245	$	1,265	$	3,735	$	3,732
Income tax benefits		479		487		1,438		1,437

Schedule of Trading Securities measured at fair value

			Fair Value Measurement Using:
	Carrying Value September 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	22,512	$	22,512	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 31, 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	$	19,152	$	19,152	$	—	$	—

Components of accumulated other comprehensive income (loss)

	September 29, 2012			December 31, 2011
Foreign currency translation adjustment	$	36,272		$	16,070
Actuarial gain in defined benefit pension plan		53,912			51,317
Loss on cash flow hedge, net of amortization		(3,035	)		(3,335	)
	$	87,149		$	64,052

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Document and Entity Information	9 Months Ended
	Sep. 29, 2012	Oct. 23, 2012
Document and Entity Information
Entity Registrant Name	VALMONT INDUSTRIES INC
Entity Central Index Key	0000102729
Document Type	10-Q
Document Period End Date	Sep. 29, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		26,631,353
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 29, 2012

GOODWILL AND INTANGIBLE ASSETS

Components of amortized intangible assets

	September 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	159,060	$	59,951	13 years
Proprietary Software & Database		3,077		2,773	6 years
Patents & Proprietary Technology		9,796		5,142	8 years
Non-compete Agreements		1,800		1,496	6 years
	$	173,733	$	69,362

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	155,629	$	50,107	13 years
Proprietary Software & Database		3,116		2,711	6 years
Patents & Proprietary Technology		9,489		3,863	8 years
Non-compete Agreements		1,812		1,307	6 years
	$	170,046	$	57,988

Amortization expense for intangible assets

Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
$	3,582	$	3,659	$	10,751	$	10,855

Schedule of future estimated amortization expense

	Estimated Amortization Expense
2012	$	14,324
2013		13,462
2014		13,045
2015		12,129
2016		11,554

Non-amortized intangible assets

	September 29, 2012		December 31, 2011		Year Acquired
Webforge	$	17,501	$	16,659		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		9,237		8,792		2010
Donhad		6,968		6,633		2010
PiRod		1,750		1,750		2001
Industrial Galvanizers		4,051		3,856		2010
Other		7,290		7,224
	$	57,908	$	56,025

Carrying amount of goodwill

	Engineered Infrastructure Products Segment		Utility Support Structures Segment		Coatings Segment			Irrigation Segment			Other		Total
Balance at December 31, 2011	$	151,558	$	77,141	$	64,820		$	2,576		$	18,567	$	314,662
Foreign currency translation		4,236		—		(215	)		(54	)		428		4,395
Balance at September 29, 2012	$	155,794	$	77,141	$	64,605		$	2,522		$	18,995	$	319,057

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 427,080	$ 362,894
Receivables, net	470,240	426,683
Inventories	432,689	393,782
Prepaid expenses	30,106	25,765
Refundable and deferred income taxes	49,692	43,819
Total current assets	1,409,807	1,252,943
Property, plant and equipment, at cost	965,326	911,642
Less accumulated depreciation and amortization	489,335	456,765
Net property, plant and equipment	475,991	454,877
Goodwill	319,057	314,662
Other intangible assets, net	162,279	168,083
Other assets	127,326	115,511
Total assets	2,494,460	2,306,076
Current liabilities:
Current installments of long-term debt	226	235
Notes payable to banks	15,730	11,403
Accounts payable	217,688	234,537
Accrued employee compensation and benefits	87,978	83,613
Accrued expenses	85,720	73,515
Dividends payable	5,991	4,767
Total current liabilities	413,333	408,070
Deferred income taxes	80,980	85,497
Long-term debt, excluding current installments	473,227	474,415
Defined benefit pension liability	62,667	68,024
Deferred compensation	34,320	30,741
Other noncurrent liabilities	42,039	41,418
Shareholders' equity:
Preferred stock of $1 par value - 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	1,238,840	1,079,698
Accumulated other comprehensive income	87,149	64,052
Treasury stock	(23,018)	(24,688)
Total Valmont Industries, Inc. shareholders' equity	1,330,871	1,146,962
Noncontrolling interest in consolidated subsidiaries	57,023	50,949
Total shareholders' equity	1,387,894	1,197,911
Total liabilities and shareholders' equity	$ 2,494,460	$ 2,306,076

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EARNINGS PER SHARE

9 Months Ended

Sep. 29, 2012

EARNINGS PER SHARE

EARNINGS PER SHARE

(4) EARNINGS PER SHARE

        The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

	Basic EPS		Dilutive Effect of Stock Options			Diluted EPS
Thirteen weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	56,731	$	—		$	56,731
Shares outstanding		26,502		304			26,806
Per share amount	$	2.14	$	(0.02	)	$	2.12
Thirteen weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	42,141	$	—		$	42,141
Shares outstanding		26,351		228			26,579
Per share amount	$	1.60	$	(0.01	)	$	1.59
Thirty-nine weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	169,036	$	—		$	169,036
Shares outstanding		26,455		293			26,748
Per share amount	$	6.39	$	(0.07	)	$	6.32
Thirty-nine weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	113,577	$	—		$	113,577
Shares outstanding		26,318		249			26,567
Per share amount	$	4.32	$	(0.04	)	$	4.28

        At September 29, 2012, there were no outstanding stock options with exercise prices exceeding the market price of common stock. At September 24, 2011 there were 218,007 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 thirty-nine weeks ended September 24, 2011.

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CASH FLOW SUPPLEMENTARY INFORMATION

9 Months Ended

Sep. 29, 2012

CASH FLOW SUPPLEMENTARY INFORMATION

CASH FLOW SUPPLEMENTARY INFORMATION

(3) CASH FLOW SUPPLEMENTARY INFORMATION

        The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended September 29, 2012 and September 24, 2011 were as follows:

	2012		2011
Interest	$	15,797	$	17,597
Income taxes		106,887		46,605

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables)

9 Months Ended

Sep. 29, 2012

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

Condensed Consolidated Statements of Operations

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	301,667		$	160,318		$	350,837		$	(82,983	)	$	729,839
Cost of sales		226,539			127,116			266,532			(82,750	)		537,437
Gross profit		75,128			33,202			84,305			(233	)		192,402
Selling, general and administrative expenses		41,747			13,449			46,824			—			102,020
Operating income		33,381			19,753			37,481			(233	)		90,382
Other income (expense):
Interest expense		(8,215	)		(12,635	)		(213	)		12,634			(8,429	)
Interest income		15			398			14,314			(12,634	)		2,093
Other		883			15			409			—			1,307
		(7,317	)		(12,222	)		14,510			—			(5,029	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		26,064			7,531			51,991			(233	)		85,353
Income tax expense (benefit):
Current		8,096			4,786			15,701			(655	)		27,928
Deferred		(1,063	)		(558	)		2,140			—			519
		7,033			4,228			17,841			(655	)		28,447
Earnings before equity in earnings of nonconsolidated subsidiaries		19,031			3,303			34,150			422			56,906
Equity in earnings of nonconsolidated subsidiaries		37,700			18,557			918			(55,639	)		1,536
Net earnings		56,731			21,860			35,068			(55,217	)		58,442
Other comprehensive income (loss)		24,562			(14,977	)		41,046			(24,822	)		25,809
Comprehensive income		81,293			6,883			76,114			(80,039	)		84,251
Less: Comprehensive income attributable to noncontrolling interests		—			—			(2,958	)		—			(2,958	)
Comprehensive income attributable to Valmont Industries, Inc	$	81,293		$	6,883		$	73,156		$	(80,039	)	$	81,293

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,014,150		$	441,189		$	977,950		$	(218,785	)	$	2,214,504
Cost of sales		743,608			352,416			757,829			(217,460	)		1,636,393
Gross profit		270,542			88,773			220,121			(1,325	)		578,111
Selling, general and administrative expenses		128,781			40,414			138,364			—			307,559
Operating income		141,761			48,359			81,757			(1,325	)		270,552
Other income (expense):
Interest expense		(23,470	)		(37,136	)		(186	)		37,135			(23,657	)
Interest income		29			721			42,466			(37,135	)		6,081
Other		1,888			40			(1,021	)		—			907
		(21,553	)		(36,375	)		41,259			—			(16,669	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		120,208			11,984			123,016			(1,325	)		253,883
Income tax expense (benefit):
Current		44,644			10,082			36,871			(655	)		90,942
Deferred		(3,832	)		(419	)		314			—			(3,937	)
		40,812			9,663			37,185			(655	)		87,005
Earnings before equity in earnings of nonconsolidated subsidiaries		79,396			2,321			85,831			(670	)		166,878
Equity in earnings of nonconsolidated subsidiaries		89,640			64,918			4,850			(154,097	)		5,311
Net earnings		169,036			67,239			90,681			(154,767	)		172,189
Other comprehensive income (loss)		23,097			(17,221	)		49,175			(29,668	)		25,383
Comprehensive income		192,133			50,018			139,856			(184,435	)		197,572
Less: Comprehensive income attributable to noncontrolling interests		—			—			(5,439	)		—			(5,439	)
Comprehensive income attributable to Valmont Industries, Inc	$	192,133		$	50,018		$	134,417		$	(184,435	)	$	192,133

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	277,350		$	98,619		$	352,928		$	(56,705	)	$	672,192
Cost of sales		205,787			83,008			272,671			(56,664	)		504,802
Gross profit		71,563			15,611			80,257			(41	)		167,390
Selling, general and administrative expenses		37,169			11,212			46,976			—			95,357
Operating income		34,394			4,399			33,281			(41	)		72,033
Other income (expense):
Interest expense		(7,562	)		—			(109	)		—			(7,671	)
Interest income		9			204			2,928			—			3,141
Other		(1,297	)		12			(385	)		—			(1,670	)
		(8,850	)		216			2,434			—			(6,200	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		25,544			4,615			35,715			(41	)		65,833
Income tax expense (benefit):
Current		12,153			(724	)		13,690			—			25,119
Deferred		(1,397	)		2,710			(2,659	)		—			(1,346	)
		10,756			1,986			11,031			—			23,773
Earnings before equity in earnings of nonconsolidated subsidiaries		14,788			2,629			24,684			(41	)		42,060
Equity in earnings of nonconsolidated subsidiaries		27,353			14,705			2,127			(41,831	)		2,354
Net earnings		42,141			17,334			26,811			(41,872	)		44,414
Other comprehensive income (loss)		(49,491	)		—			(57,464	)		52,773			(54,182	)
Comprehensive income (loss)		(7,350	)		17,334			(30,653	)		10,901			(9,768	)
Less: Comprehensive income attributable to noncontrolling interests		—			—			2,418			—			2,418
Comprehensive income attributable to Valmont Industries, Inc	$	(7,350	)	$	17,334		$	(28,235	)	$	10,901		$	(7,350	)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME For the

Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors		Non- Guarantors			Eliminations			Total
Net sales	$	842,493		$	259,733	$	947,843		$	(141,319	)	$	1,908,750
Cost of sales		627,802			209,827		740,621			(141,365	)		1,436,885
Gross profit		214,691			49,906		207,222			46			471,865
Selling, general and administrative expenses		115,422			33,473		137,017			—			285,912
Operating income		99,269			16,433		70,205			46			185,953
Other income (expense):
Interest expense		(26,417	)		—		(298	)		—			(26,715	)
Interest income		43			204		6,672			—			6,919
Other		(1,105	)		42		287			—			(776	)
		(27,479	)		246		6,661			—			(20,572	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		71,790			16,679		76,866			46			165,381
Income tax expense (benefit):
Current		31,505			4,552		26,099			—			62,156
Deferred		(5,307	)		1,742		(7,979	)		—			(11,544	)
		26,198			6,294		18,120			—			50,612
Earnings before equity in earnings of nonconsolidated subsidiaries		45,592			10,385		58,746			46			114,769
Equity in earnings of nonconsolidated subsidiaries		67,985			35,042		4,247			(102,765	)		4,509
Net earnings		113,577			45,427		62,993			(102,719	)		119,278
Other comprehensive income		(21,877	)		—		(23,708	)		21,877			(23,708	)
Comprehensive income		91,700			45,427		39,285			(80,842	)		95,570
Less: Comprehensive income attributable to noncontrolling interests		—			—		(3,870	)		—			(3,870	)
Comprehensive income attributable to Valmont Industries, Inc	$	91,700		$	45,427	$	35,415		$	(80,842	)	$	91,700

Condensed Consolidated Balance Sheets

CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, 2012

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	75,150		$	42,164		$	309,766	$	—		$	427,080
Receivables, net		128,215			72,369			269,656		—			470,240
Inventories		124,158			89,246			219,285		—			432,689
Prepaid expenses		4,189			1,052			24,865		—			30,106
Refundable and deferred income taxes		25,891			6,558			17,243		—			49,692
Total current assets		357,603			211,389			840,815		—			1,409,807
Property, plant and equipment, at cost		447,378			116,562			401,386		—			965,326
Less accumulated depreciation and amortization		294,278			58,314			136,743		—			489,335
Net property, plant and equipment		153,100			58,248			264,643		—			475,991
Goodwill		20,108			107,542			191,407		—			319,057
Other intangible assets		539			54,986			106,754		—			162,279
Investment in subsidiaries and intercompany accounts		1,438,431			1,264,082			534,482		(3,236,995	)		—
Other assets		34,625			—			92,701		—			127,326
Total assets	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	37	$	—		$	226
Notes payable to banks		—			—			15,730		—			15,730
Accounts payable		53,905			24,708			139,730		(655	)		217,688
Accrued employee compensation and benefits		51,277			8,325			28,376					87,978
Accrued expenses		37,642			5,327			42,751		—			85,720
Dividends payable		5,991			—			—		—			5,991
Total current liabilities		149,004			38,360			226,624		(655	)		413,333
Deferred income taxes		19,808			27,582			33,590		—			80,980
Long-term debt, excluding current installments		472,182			602,751			1,045		(602,751	)		473,227
Defined benefit pension liability		—			—			62,667		—			62,667
Deferred compensation		27,587			—			6,733		—			34,320
Other noncurrent liabilities		4,954			—			37,085		—			42,039
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			150,286			893,274		(1,043,560	)		—
Retained earnings		1,238,840			437,497			345,880		(783,377	)		1,238,840
Accumulated other comprehensive income		87,149			(18,179	)		111,899		(93,720	)		87,149
Treasury stock		(23,018	)		—			—		—			(23,018	)
Total Valmont Industries, Inc. shareholders' equity		1,330,871			1,027,554			1,606,035		(2,633,589	)		1,330,871
Noncontrolling interest in consolidated subsidiaries		—			—			57,023		—			57,023
Total shareholders' equity		1,330,871			1,027,554			1,663,058		(2,633,589	)		1,387,894
Total liabilities and shareholders' equity	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2011

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	27,545		$	18,257		$	317,092	$	—		$	362,894
Receivables, net		122,409			53,567			250,707		—			426,683
Inventories		125,862			77,838			190,082		—			393,782
Prepaid expenses		3,448			1,009			21,308		—			25,765
Refundable and deferred income taxes		22,053			6,218			15,548		—			43,819
Total current assets		301,317			156,889			794,737		—			1,252,943
Property, plant and equipment, at cost		427,398			107,315			376,929		—			911,642
Less accumulated depreciation and amortization		283,786			54,740			118,239		—			456,765
Net property, plant and equipment		143,612			52,575			258,690		—			454,877
Goodwill		20,108			107,542			187,012		—			314,662
Other intangible assets		661			59,389			108,033		—			168,083
Investment in subsidiaries and intercompany accounts		1,338,299			695,745			596,301		(2,630,345	)		—
Other assets		30,192			—			85,319		—			115,511
Total assets	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	187		$	—		$	48	$	—		$	235
Notes payable to banks		—			—			11,403		—			11,403
Accounts payable		85,974			21,428			127,135		—			234,537
Accrued employee compensation and benefits		44,187			8,608			30,818					83,613
Accrued expenses		28,154			5,651			39,710		—			73,515
Dividends payable		4,767			—			—		—			4,767
Total current liabilities		163,269			35,687			209,114		—			408,070
Deferred income taxes		21,891			27,661			35,945		—			85,497
Long-term debt, excluding current installments		473,419			—			996		—			474,415
Defined benefit pension liability		—			—			68,024		—			68,024
Deferred compensation		24,142			—			6,599		—			30,741
Other noncurrent liabilities		4,506			—			36,912		—			41,418
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			181,542			893,884		(1,075,426	)		—
Retained earnings		1,079,698			370,258			407,677		(777,935	)		1,079,698
Accumulated other comprehensive income		64,052			(958	)		65,010		(64,052	)		64,052
Treasury stock		(24,688	)		—			—		—			(24,688	)
Total Valmont Industries, Inc. shareholders' equity		1,146,962			1,008,792			1,621,553		(2,630,345	)		1,146,962
Noncontrolling interest in consolidated subsidiaries		—			—			50,949		—			50,949
Total shareholders' equity		1,146,962			1,008,792			1,672,502		(2,630,345	)		1,197,911
Total liabilities and shareholders' equity	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076

Condensed Consolidated Statements of Cash Flows

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	169,036		$	67,239		$	90,681		$	(154,767	)	$	172,189
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		14,183			9,602			28,477			—			52,262
Stock-based compensation		4,517			—			—			—			4,517
Defined benefit pension plan expense		—			—			3,076			—			3,076
Contribution to defined benefit pension plan		—			—			(11,591	)		—			(11,591	)
Gain on sale of property, plant and equipment		(66	)		(58	)		(63	)		—			(187	)
Equity in earnings in nonconsolidated subsidiaries		(461	)		—			(4,850	)		—			(5,311	)
Deferred income taxes		(3,832	)		(419	)		314			—			(3,937	)
Changes in assets and liabilities:
Receivables		(5,806	)		(18,798	)		(22,059	)		—			(46,663	)
Inventories		1,705			(11,409	)		(26,803	)		—			(36,507	)
Prepaid expenses		(741	)		(43	)		(2,873	)		—			(3,657	)
Accounts payable		(14,260	)		3,280			10,945			—			(35	)
Accrued expenses		16,577			(607	)		19			—			15,989
Other noncurrent liabilities		532			—			(1,255	)		—			(723	)
Income taxes payable (refundable)		(19,897	)		273			(1,461	)		(655	)		(21,740	)
Net cash flows from operating activities		161,487			49,060			62,557			(155,422	)		117,682
Cash flows from investing activities:
Purchase of property, plant and equipment		(23,270	)		(10,885	)		(24,545	)		—			(58,700	)
Proceeds from sale of assets		112			71			5,414			—			5,597
Other, net		(77,917	)		(15,657	)		(61,768	)		155,422			80
Net cash flows from investing activities		(101,075	)		(26,471	)		(80,899	)		155,422			(53,023	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			4,096			—			4,096
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,197	)		—			(83	)		—			(39,280	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(15,530	)		—			—			—			(15,530	)
Dividends to noncontrolling interest		—			—			(1,379	)		—			(1,379	)
Debt issuance costs		(1,703	)		—			—			—			(1,703	)
Proceeds from exercises under stock plans		19,527			—			—			—			19,527
Excess tax benefits from stock option exercises		4,212			—			—			—			4,212
Purchase of common treasury shares—stock plan exercises:		(19,116	)		—			—			—			(19,116	)
Net cash flows from financing activities		(12,807	)		—			4,164			—			(8,643	)
Effect of exchange rate changes on cash and cash equivalents		—			1,318			6,852			—			8,170
Net change in cash and cash equivalents		47,605			23,907			(7,326	)		—			64,186
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	75,150		$	42,164		$	309,766		$	—		$	427,080

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	113,577		$	45,427		$	62,993		$	(102,719	)	$	119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		15,758			9,416			28,019			—			53,193
Stock-based compensation		3,962			—			—			—			3,962
Defined benefit pension plan expense		—			—			4,544			—			4,544
Contribution to defined benefit pension plan		—			—			(11,754	)		—			(11,754	)
Loss (gain) on sale of property, plant and equipment		3			(56	)		(242	)		—			(295	)
Equity in earnings of nonconsolidated subsidiaries		(261	)		—			(4,248	)		—			(4,509	)
Deferred income taxes		(5,307	)		1,742			(7,979	)		—			(11,544	)
Changes in assets and liabilities:
Receivables		(10,659	)		(320	)		(30,627	)		—			(41,606	)
Inventories		(44,029	)		(31,983	)		(23,547	)		—			(99,559	)
Prepaid expenses		(1,753	)		(325	)		(3,300	)		—			(5,378	)
Accounts payable		9,850			6,450			17,482			—			33,782
Accrued expenses		17,225			3,805			(9,546	)		—			11,484
Other noncurrent liabilities		1,202			—			(5,694	)		—			(4,492	)
Income taxes payable (refundable)		14,814			—			2,195			—			17,009
Net cash flows from operations		114,382			34,156			18,296			(102,719	)		64,115
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,133	)		(9,358	)		(26,875	)		—			(46,366	)
Proceeds from sale of assets		34			73			2,796			—			2,903
Acquisitions, net of cash acquired		—			—			(1,539	)		—			(1,539	)
Dividends from nonconsolidated subsidiaries		590			—			—			—			590
Other, net		(92,449	)		(24,700	)		15,223			102,719			793
Net cash flows from investing activities		(101,958	)		(33,985	)		(10,395	)		102,719			(43,619	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,152			—			2,152
Proceeds from long-term borrowings		213,832			—			—			—			213,832
Principal payments on long-term borrowings		(187,186	)		—			(48	)		—			(187,234	)
Purchase of noncontrolling interest		—			—			(25,253	)		—			(25,253	)
Dividends paid		(13,467	)		—			—			—			(13,467	)
Intercompany dividends		—			17,730			(17,730	)		—			—
Dividend to noncontrolling interests		—			—			(4,958	)		—			(4,958	)
Settlement of financial derivative		(3,568	)		—			—			—			(3,568	)
Debt issues fees		(1,284	)		—			—			—			(1,284	)
Proceeds from exercises under stock plans		18,659			—			—			—			18,659
Excess tax benefits from stock option exercises		2,799			—			—			—			2,799
Purchase of treasury shares		(4,802	)		—			—			—			(4,802	)
Purchase of common treasury shares—stock plan exercises		(19,829	)		—			—			—			(19,829	)
Net cash flows from financing activities		5,154			17,730			(45,837	)		—			(22,953	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(7,539	)		—			(7,539	)
Net change in cash and cash equivalents		17,578			17,901			(45,475	)		—			(9,996	)
Cash and cash equivalents—beginning of year		8,015			619			338,270			—			346,904
Cash and cash equivalents—end of period	$	25,593		$	18,520		$	292,795		$	—		$	336,908

XML

CASH FLOW SUPPLEMENTARY INFORMATION (Tables)

9 Months Ended

Sep. 29, 2012

CASH FLOW SUPPLEMENTARY INFORMATION

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

	2012		2011
Interest	$	15,797	$	17,597
Income taxes		106,887		46,605

XML

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

9 Months Ended

Sep. 29, 2012

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

        The Company has $450,000 principal amount of senior unsecured notes outstanding at a coupon interest rate of 6.625% per annum. The notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	301,667		$	160,318		$	350,837		$	(82,983	)	$	729,839
Cost of sales		226,539			127,116			266,532			(82,750	)		537,437
Gross profit		75,128			33,202			84,305			(233	)		192,402
Selling, general and administrative expenses		41,747			13,449			46,824			—			102,020
Operating income		33,381			19,753			37,481			(233	)		90,382
Other income (expense):
Interest expense		(8,215	)		(12,635	)		(213	)		12,634			(8,429	)
Interest income		15			398			14,314			(12,634	)		2,093
Other		883			15			409			—			1,307
		(7,317	)		(12,222	)		14,510			—			(5,029	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		26,064			7,531			51,991			(233	)		85,353
Income tax expense (benefit):
Current		8,096			4,786			15,701			(655	)		27,928
Deferred		(1,063	)		(558	)		2,140			—			519
		7,033			4,228			17,841			(655	)		28,447
Earnings before equity in earnings of nonconsolidated subsidiaries		19,031			3,303			34,150			422			56,906
Equity in earnings of nonconsolidated subsidiaries		37,700			18,557			918			(55,639	)		1,536
Net earnings		56,731			21,860			35,068			(55,217	)		58,442
Other comprehensive income (loss)		24,562			(14,977	)		41,046			(24,822	)		25,809
Comprehensive income		81,293			6,883			76,114			(80,039	)		84,251
Less: Comprehensive income attributable to noncontrolling interests		—			—			(2,958	)		—			(2,958	)
Comprehensive income attributable to Valmont Industries, Inc	$	81,293		$	6,883		$	73,156		$	(80,039	)	$	81,293

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	1,014,150		$	441,189		$	977,950		$	(218,785	)	$	2,214,504
Cost of sales		743,608			352,416			757,829			(217,460	)		1,636,393
Gross profit		270,542			88,773			220,121			(1,325	)		578,111
Selling, general and administrative expenses		128,781			40,414			138,364			—			307,559
Operating income		141,761			48,359			81,757			(1,325	)		270,552
Other income (expense):
Interest expense		(23,470	)		(37,136	)		(186	)		37,135			(23,657	)
Interest income		29			721			42,466			(37,135	)		6,081
Other		1,888			40			(1,021	)		—			907
		(21,553	)		(36,375	)		41,259			—			(16,669	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		120,208			11,984			123,016			(1,325	)		253,883
Income tax expense (benefit):
Current		44,644			10,082			36,871			(655	)		90,942
Deferred		(3,832	)		(419	)		314			—			(3,937	)
		40,812			9,663			37,185			(655	)		87,005
Earnings before equity in earnings of nonconsolidated subsidiaries		79,396			2,321			85,831			(670	)		166,878
Equity in earnings of nonconsolidated subsidiaries		89,640			64,918			4,850			(154,097	)		5,311
Net earnings		169,036			67,239			90,681			(154,767	)		172,189
Other comprehensive income (loss)		23,097			(17,221	)		49,175			(29,668	)		25,383
Comprehensive income		192,133			50,018			139,856			(184,435	)		197,572
Less: Comprehensive income attributable to noncontrolling interests		—			—			(5,439	)		—			(5,439	)
Comprehensive income attributable to Valmont Industries, Inc	$	192,133		$	50,018		$	134,417		$	(184,435	)	$	192,133

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	277,350		$	98,619		$	352,928		$	(56,705	)	$	672,192
Cost of sales		205,787			83,008			272,671			(56,664	)		504,802
Gross profit		71,563			15,611			80,257			(41	)		167,390
Selling, general and administrative expenses		37,169			11,212			46,976			—			95,357
Operating income		34,394			4,399			33,281			(41	)		72,033
Other income (expense):
Interest expense		(7,562	)		—			(109	)		—			(7,671	)
Interest income		9			204			2,928			—			3,141
Other		(1,297	)		12			(385	)		—			(1,670	)
		(8,850	)		216			2,434			—			(6,200	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		25,544			4,615			35,715			(41	)		65,833
Income tax expense (benefit):
Current		12,153			(724	)		13,690			—			25,119
Deferred		(1,397	)		2,710			(2,659	)		—			(1,346	)
		10,756			1,986			11,031			—			23,773
Earnings before equity in earnings of nonconsolidated subsidiaries		14,788			2,629			24,684			(41	)		42,060
Equity in earnings of nonconsolidated subsidiaries		27,353			14,705			2,127			(41,831	)		2,354
Net earnings		42,141			17,334			26,811			(41,872	)		44,414
Other comprehensive income (loss)		(49,491	)		—			(57,464	)		52,773			(54,182	)
Comprehensive income (loss)		(7,350	)		17,334			(30,653	)		10,901			(9,768	)
Less: Comprehensive income attributable to noncontrolling interests		—			—			2,418			—			2,418
Comprehensive income attributable to Valmont Industries, Inc	$	(7,350	)	$	17,334		$	(28,235	)	$	10,901		$	(7,350	)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors		Non- Guarantors			Eliminations			Total
Net sales	$	842,493		$	259,733	$	947,843		$	(141,319	)	$	1,908,750
Cost of sales		627,802			209,827		740,621			(141,365	)		1,436,885
Gross profit		214,691			49,906		207,222			46			471,865
Selling, general and administrative expenses		115,422			33,473		137,017			—			285,912
Operating income		99,269			16,433		70,205			46			185,953
Other income (expense):
Interest expense		(26,417	)		—		(298	)		—			(26,715	)
Interest income		43			204		6,672			—			6,919
Other		(1,105	)		42		287			—			(776	)
		(27,479	)		246		6,661			—			(20,572	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		71,790			16,679		76,866			46			165,381
Income tax expense (benefit):
Current		31,505			4,552		26,099			—			62,156
Deferred		(5,307	)		1,742		(7,979	)		—			(11,544	)
		26,198			6,294		18,120			—			50,612
Earnings before equity in earnings of nonconsolidated subsidiaries		45,592			10,385		58,746			46			114,769
Equity in earnings of nonconsolidated subsidiaries		67,985			35,042		4,247			(102,765	)		4,509
Net earnings		113,577			45,427		62,993			(102,719	)		119,278
Other comprehensive income		(21,877	)		—		(23,708	)		21,877			(23,708	)
Comprehensive income		91,700			45,427		39,285			(80,842	)		95,570
Less: Comprehensive income attributable to noncontrolling interests		—			—		(3,870	)		—			(3,870	)
Comprehensive income attributable to Valmont Industries, Inc	$	91,700		$	45,427	$	35,415		$	(80,842	)	$	91,700

CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, 2012

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	75,150		$	42,164		$	309,766	$	—		$	427,080
Receivables, net		128,215			72,369			269,656		—			470,240
Inventories		124,158			89,246			219,285		—			432,689
Prepaid expenses		4,189			1,052			24,865		—			30,106
Refundable and deferred income taxes		25,891			6,558			17,243		—			49,692
Total current assets		357,603			211,389			840,815		—			1,409,807
Property, plant and equipment, at cost		447,378			116,562			401,386		—			965,326
Less accumulated depreciation and amortization		294,278			58,314			136,743		—			489,335
Net property, plant and equipment		153,100			58,248			264,643		—			475,991
Goodwill		20,108			107,542			191,407		—			319,057
Other intangible assets		539			54,986			106,754		—			162,279
Investment in subsidiaries and intercompany accounts		1,438,431			1,264,082			534,482		(3,236,995	)		—
Other assets		34,625			—			92,701		—			127,326
Total assets	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	37	$	—		$	226
Notes payable to banks		—			—			15,730		—			15,730
Accounts payable		53,905			24,708			139,730		(655	)		217,688
Accrued employee compensation and benefits		51,277			8,325			28,376					87,978
Accrued expenses		37,642			5,327			42,751		—			85,720
Dividends payable		5,991			—			—		—			5,991
Total current liabilities		149,004			38,360			226,624		(655	)		413,333
Deferred income taxes		19,808			27,582			33,590		—			80,980
Long-term debt, excluding current installments		472,182			602,751			1,045		(602,751	)		473,227
Defined benefit pension liability		—			—			62,667		—			62,667
Deferred compensation		27,587			—			6,733		—			34,320
Other noncurrent liabilities		4,954			—			37,085		—			42,039
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			150,286			893,274		(1,043,560	)		—
Retained earnings		1,238,840			437,497			345,880		(783,377	)		1,238,840
Accumulated other comprehensive income		87,149			(18,179	)		111,899		(93,720	)		87,149
Treasury stock		(23,018	)		—			—		—			(23,018	)
Total Valmont Industries, Inc. shareholders' equity		1,330,871			1,027,554			1,606,035		(2,633,589	)		1,330,871
Noncontrolling interest in consolidated subsidiaries		—			—			57,023		—			57,023
Total shareholders' equity		1,330,871			1,027,554			1,663,058		(2,633,589	)		1,387,894
Total liabilities and shareholders' equity	$	2,004,406		$	1,696,247		$	2,030,802	$	(3,236,995	)	$	2,494,460

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2011

	Parent			Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	27,545		$	18,257		$	317,092	$	—		$	362,894
Receivables, net		122,409			53,567			250,707		—			426,683
Inventories		125,862			77,838			190,082		—			393,782
Prepaid expenses		3,448			1,009			21,308		—			25,765
Refundable and deferred income taxes		22,053			6,218			15,548		—			43,819
Total current assets		301,317			156,889			794,737		—			1,252,943
Property, plant and equipment, at cost		427,398			107,315			376,929		—			911,642
Less accumulated depreciation and amortization		283,786			54,740			118,239		—			456,765
Net property, plant and equipment		143,612			52,575			258,690		—			454,877
Goodwill		20,108			107,542			187,012		—			314,662
Other intangible assets		661			59,389			108,033		—			168,083
Investment in subsidiaries and intercompany accounts		1,338,299			695,745			596,301		(2,630,345	)		—
Other assets		30,192			—			85,319		—			115,511
Total assets	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	187		$	—		$	48	$	—		$	235
Notes payable to banks		—			—			11,403		—			11,403
Accounts payable		85,974			21,428			127,135		—			234,537
Accrued employee compensation and benefits		44,187			8,608			30,818					83,613
Accrued expenses		28,154			5,651			39,710		—			73,515
Dividends payable		4,767			—			—		—			4,767
Total current liabilities		163,269			35,687			209,114		—			408,070
Deferred income taxes		21,891			27,661			35,945		—			85,497
Long-term debt, excluding current installments		473,419			—			996		—			474,415
Defined benefit pension liability		—			—			68,024		—			68,024
Deferred compensation		24,142			—			6,599		—			30,741
Other noncurrent liabilities		4,506			—			36,912		—			41,418
Shareholders' equity:
Common stock of $1 par value		27,900			457,950			254,982		(712,932	)		27,900
Additional paid-in capital		—			181,542			893,884		(1,075,426	)		—
Retained earnings		1,079,698			370,258			407,677		(777,935	)		1,079,698
Accumulated other comprehensive income		64,052			(958	)		65,010		(64,052	)		64,052
Treasury stock		(24,688	)		—			—		—			(24,688	)
Total Valmont Industries, Inc. shareholders' equity		1,146,962			1,008,792			1,621,553		(2,630,345	)		1,146,962
Noncontrolling interest in consolidated subsidiaries		—			—			50,949		—			50,949
Total shareholders' equity		1,146,962			1,008,792			1,672,502		(2,630,345	)		1,197,911
Total liabilities and shareholders' equity	$	1,834,189		$	1,072,140		$	2,030,092	$	(2,630,345	)	$	2,306,076

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 29, 2012

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	169,036		$	67,239		$	90,681		$	(154,767	)	$	172,189
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		14,183			9,602			28,477			—			52,262
Stock-based compensation		4,517			—			—			—			4,517
Defined benefit pension plan expense		—			—			3,076			—			3,076
Contribution to defined benefit pension plan		—			—			(11,591	)		—			(11,591	)
Gain on sale of property, plant and equipment		(66	)		(58	)		(63	)		—			(187	)
Equity in earnings in nonconsolidated subsidiaries		(461	)		—			(4,850	)		—			(5,311	)
Deferred income taxes		(3,832	)		(419	)		314			—			(3,937	)
Changes in assets and liabilities:
Receivables		(5,806	)		(18,798	)		(22,059	)		—			(46,663	)
Inventories		1,705			(11,409	)		(26,803	)		—			(36,507	)
Prepaid expenses		(741	)		(43	)		(2,873	)		—			(3,657	)
Accounts payable		(14,260	)		3,280			10,945			—			(35	)
Accrued expenses		16,577			(607	)		19			—			15,989
Other noncurrent liabilities		532			—			(1,255	)		—			(723	)
Income taxes payable (refundable)		(19,897	)		273			(1,461	)		(655	)		(21,740	)
Net cash flows from operating activities		161,487			49,060			62,557			(155,422	)		117,682
Cash flows from investing activities:
Purchase of property, plant and equipment		(23,270	)		(10,885	)		(24,545	)		—			(58,700	)
Proceeds from sale of assets		112			71			5,414			—			5,597
Other, net		(77,917	)		(15,657	)		(61,768	)		155,422			80
Net cash flows from investing activities		(101,075	)		(26,471	)		(80,899	)		155,422			(53,023	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			4,096			—			4,096
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,197	)		—			(83	)		—			(39,280	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(15,530	)		—			—			—			(15,530	)
Dividends to noncontrolling interest		—			—			(1,379	)		—			(1,379	)
Debt issuance costs		(1,703	)		—			—			—			(1,703	)
Proceeds from exercises under stock plans		19,527			—			—			—			19,527
Excess tax benefits from stock option exercises		4,212			—			—			—			4,212
Purchase of common treasury shares—stock plan exercises:		(19,116	)		—			—			—			(19,116	)
Net cash flows from financing activities		(12,807	)		—			4,164			—			(8,643	)
Effect of exchange rate changes on cash and cash equivalents		—			1,318			6,852			—			8,170
Net change in cash and cash equivalents		47,605			23,907			(7,326	)		—			64,186
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	75,150		$	42,164		$	309,766		$	—		$	427,080

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 24, 2011

	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	113,577		$	45,427		$	62,993		$	(102,719	)	$	119,278
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		15,758			9,416			28,019			—			53,193
Stock-based compensation		3,962			—			—			—			3,962
Defined benefit pension plan expense		—			—			4,544			—			4,544
Contribution to defined benefit pension plan		—			—			(11,754	)		—			(11,754	)
Loss (gain) on sale of property, plant and equipment		3			(56	)		(242	)		—			(295	)
Equity in earnings of nonconsolidated subsidiaries		(261	)		—			(4,248	)		—			(4,509	)
Deferred income taxes		(5,307	)		1,742			(7,979	)		—			(11,544	)
Changes in assets and liabilities:
Receivables		(10,659	)		(320	)		(30,627	)		—			(41,606	)
Inventories		(44,029	)		(31,983	)		(23,547	)		—			(99,559	)
Prepaid expenses		(1,753	)		(325	)		(3,300	)		—			(5,378	)
Accounts payable		9,850			6,450			17,482			—			33,782
Accrued expenses		17,225			3,805			(9,546	)		—			11,484
Other noncurrent liabilities		1,202			—			(5,694	)		—			(4,492	)
Income taxes payable (refundable)		14,814			—			2,195			—			17,009
Net cash flows from operations		114,382			34,156			18,296			(102,719	)		64,115
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,133	)		(9,358	)		(26,875	)		—			(46,366	)
Proceeds from sale of assets		34			73			2,796			—			2,903
Acquisitions, net of cash acquired		—			—			(1,539	)		—			(1,539	)
Dividends from nonconsolidated subsidiaries		590			—			—			—			590
Other, net		(92,449	)		(24,700	)		15,223			102,719			793
Net cash flows from investing activities		(101,958	)		(33,985	)		(10,395	)		102,719			(43,619	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,152			—			2,152
Proceeds from long-term borrowings		213,832			—			—			—			213,832
Principal payments on long-term borrowings		(187,186	)		—			(48	)		—			(187,234	)
Purchase of noncontrolling interest		—			—			(25,253	)		—			(25,253	)
Dividends paid		(13,467	)		—			—			—			(13,467	)
Intercompany dividends		—			17,730			(17,730	)		—			—
Dividend to noncontrolling interests		—			—			(4,958	)		—			(4,958	)
Settlement of financial derivative		(3,568	)		—			—			—			(3,568	)
Debt issues fees		(1,284	)		—			—			—			(1,284	)
Proceeds from exercises under stock plans		18,659			—			—			—			18,659
Excess tax benefits from stock option exercises		2,799			—			—			—			2,799
Purchase of treasury shares		(4,802	)		—			—			—			(4,802	)
Purchase of common treasury shares—stock plan exercises		(19,829	)		—			—			—			(19,829	)
Net cash flows from financing activities		5,154			17,730			(45,837	)		—			(22,953	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(7,539	)		—			(7,539	)
Net change in cash and cash equivalents		17,578			17,901			(45,475	)		—			(9,996	)
Cash and cash equivalents—beginning of year		8,015			619			338,270			—			346,904
Cash and cash equivalents—end of period	$	25,593		$	18,520		$	292,795		$	—		$	336,908

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LONG-TERM DEBT

9 Months Ended

Sep. 29, 2012

LONG-TERM DEBT

LONG-TERM DEBT

(5) LONG-TERM DEBT

	September 29, 2012		December 31, 2011
6.625% Senior Unsecured Notes(a)	$	450,000	$	450,000
Unamortized premium on senior unsecured notes(a)		13,063		14,100
Revolving credit agreement(b)		—		—
IDR Bonds(c)		8,500		8,500
1.75% to 3.485% notes		1,890		2,050
Total long-term debt		473,453		474,650
Less current installments of long-term debt		226		235
Long-term debt, excluding current installments	$	473,227	$	474,415

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $13,063 at September 29, 2012. The notes bear interest at 6.625% per annum and are due in April 2020. The premium is 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 are guaranteed by certain subsidiaries of the Company.

(b)

On August 15, 2012, the Company entered into a new five-year multicurrency $400,000 revolving credit agreement with a group of banks. The Company may increase the credit agreement by up to an additional $200,000 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 225 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 125 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or

  •

  LIBOR (based on a 1 month interest period) plus 125 to 225 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA

•         At September 29, 2012, the Company had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement has a termination date of August 15, 2017 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At September 29, 2012, the Company had the ability to borrow an additional $384,866 under this facility.

(c)

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 September 29, 2012 and December 31, 2011 were 0.34% and 0.24%, respectively.

        The lending agreements include certain maintenance covenants, including financial leverage and interest coverage. The Company was in compliance with all debt covenants at September 29, 2012.

        The minimum aggregate maturities of long-term debt for each of the four years following 2012 are: $278, $268, $281 and $289.

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BUSINESS SEGMENTS

9 Months Ended

Sep. 29, 2012

BUSINESS SEGMENTS

BUSINESS SEGMENTS

(6) BUSINESS SEGMENTS

        The Company aggregates its operating segments into four reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. Net corporate expense is net of certain servicerelated 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, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

        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.

Summary by Business

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			September 24, 2011			September 29, 2012			September 24, 2011
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	152,672		$	157,273		$	434,510		$	420,122
Communication Products		36,446			28,612			99,629			77,332
Access Systems		40,192			36,358			118,852			100,136
Engineered Infrastructure Products segment		229,310			222,243			652,991			597,590
Utility Support Structures segment:
Steel		184,030			140,926			536,073			374,045
Concrete		33,465			18,889			84,891			47,977
Utility Support Structures segment		217,495			159,815			620,964			422,022
Coatings segment		83,713			80,806			251,397			238,417
Irrigation segment		156,452			150,618			547,214			485,367
Other		72,500			88,870			245,757			246,977
Total		759,470			702,352			2,318,323			1,990,373
INTERSEGMENT SALES:
Engineered Infrastructure Products		9,978			6,611			37,062			18,035
Utility Support Structures		625			4,480			3,072			6,739
Coatings		12,313			11,852			38,262			34,283
Irrigation		67			—			498			8
Other		6,648			7,217			24,925			22,558
Total		29,631			30,160			103,819			81,623
NET SALES:
Engineered Infrastructure Products segment		219,332			215,632			615,929			579,555
Utility Support Structures segment		216,870			155,335			617,892			415,283
Coatings segment		71,400			68,954			213,135			204,134
Irrigation segment		156,385			150,618			546,716			485,359
Other		65,852			81,653			220,832			224,419
Total	$	729,839		$	672,192		$	2,214,504		$	1,908,750
OPERATING INCOME:
Engineered Infrastructure Products	$	18,715		$	17,189		$	40,907		$	30,907
Utility Support Structures		30,223			14,731			81,901			41,214
Coatings		18,542			14,238			54,571			39,600
Irrigation		27,140			23,765			103,155			80,623
Other		9,743			12,607			33,413			32,901
Corporate		(13,981	)		(10,497	)		(43,395	)		(39,292	)
Total	$	90,382		$	72,033		$	270,552		$	185,953

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 29, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed consolidated financial statements

• Condensed Consolidated Financial Statements

        The Condensed Consolidated Balance Sheet as of September 29, 2012, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine 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 September 29, 2012 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 31, 2011. 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 31, 2011. The results of operations for the period ended September 29, 2012 are not necessarily indicative of the operating results for the full year.

Inventories

• Inventories

        Approximately 38% and 40% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 29, 2012 and December 31, 2011, respectively. 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 is approximately $47,406 and $49,536 at September 29, 2012 and December 31, 2011, respectively.

        Inventories consisted of the following:

	September 29, 2012		December 31, 2011
Raw materials and purchased parts	$	218,177	$	202,953
Work-in-process		40,298		28,053
Finished goods and manufactured goods		221,620		212,312
Subtotal		480,095		443,318
Less: LIFO reserve		47,406		49,536
	$	432,689	$	393,782

Income Taxes

• Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	2012		2011		2012		2011
United States	$	48,524	$	33,005	$	179,351	$	95,325
Foreign		36,829		32,828		74,532		70,056
	$	85,353	$	65,833	$	253,883	$	165,381

Stock plans

• Stock Plans

        The Company maintains stockbased 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 September 29, 2012, 623,496 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 closing 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 options for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, respectively, were as follows:

	Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
Compensation expense	$	1,245	$	1,265	$	3,735	$	3,732
Income tax benefits		479		487		1,438		1,437

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 refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

• Level 1: Quoted 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 September 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	22,512	$	22,512	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 31, 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	$	19,152	$	19,152	$	—	$	—

Comprehensive Income

• Comprehensive Income

        Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at September 29, 2012 and December 31, 2011:

	September 29, 2012			December 31, 2011
Foreign currency translation adjustment	$	36,272		$	16,070
Actuarial gain in defined benefit pension plan		53,912			51,317
Loss on cash flow hedge, net of amortization		(3,035	)		(3,335	)
	$	87,149		$	64,052

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012	Dec. 31, 2011
Long-term debt:
Parent company's percentage ownership of Guarantors	100.00%
6.625% senior unsecured notes due in April 2020
Long-term debt:
Face amount of debt issued to finance acquisition	$ 450,000
Interest rate on notes (as a percent)	6.625%	6.625%

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LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 29, 2012

LONG-TERM DEBT

Long-term debt

	September 29, 2012		December 31, 2011
6.625% Senior Unsecured Notes(a)	$	450,000	$	450,000
Unamortized premium on senior unsecured notes(a)		13,063		14,100
Revolving credit agreement(b)		—		—
IDR Bonds(c)		8,500		8,500
1.75% to 3.485% notes		1,890		2,050
Total long-term debt		473,453		474,650
Less current installments of long-term debt		226		235
Long-term debt, excluding current installments	$	473,227	$	474,415

(a)

The senior unsecured notes include an aggregate principal amount of $450,000 on which interest is paid and an unamortized premium balance of $13,063 at September 29, 2012. The notes bear interest at 6.625% per annum and are due in April 2020. The premium is 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 are guaranteed by certain subsidiaries of the Company.

(b)

On August 15, 2012, the Company entered into a new five-year multicurrency $400,000 revolving credit agreement with a group of banks. The Company may increase the credit agreement by up to an additional $200,000 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 225 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 125 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA, or

  •

  LIBOR (based on a 1 month interest period) plus 125 to 225 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA

(c)

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 September 29, 2012 and December 31, 2011 were 0.34% and 0.24%, respectively.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Accumulated other comprehensive income (loss)
Foreign currency translation adjustment	$ 36,272	$ 16,070
Actuarial gain in defined benefit pension plan	53,912	51,317
Loss on cash flow hedge, net of amortization	(3,035)	(3,335)
Accumulated other comprehensive income (loss)	$ 87,149	$ 64,052

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 29, 2012	Dec. 31, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 1	$ 1
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

9 Months Ended

Sep. 29, 2012

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

(2) GOODWILL AND INTANGIBLE ASSETS

• Amortized Intangible Assets

        The components of amortized intangible assets at September 29, 2012 and December 31, 2011 were as follows:

	September 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	159,060	$	59,951	13 years
Proprietary Software & Database		3,077		2,773	6 years
Patents & Proprietary Technology		9,796		5,142	8 years
Non-compete Agreements		1,800		1,496	6 years
	$	173,733	$	69,362

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	155,629	$	50,107	13 years
Proprietary Software & Database		3,116		2,711	6 years
Patents & Proprietary Technology		9,489		3,863	8 years
Non-compete Agreements		1,812		1,307	6 years
	$	170,046	$	57,988

        Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 29, 2012 and September 24, 2011, respectively was as follows:

Thirteen Weeks Ended September 29, 2012		Thirteen Weeks Ended September 24, 2011		Thirty-nine Weeks Ended September 29, 2012		Thirty-nine Weeks Ended September 24, 2011
$	3,582	$	3,659	$	10,751	$	10,855

        Estimated annual amortization expense related to finitelived intangible assets is as follows:

	Estimated Amortization Expense
2012	$	14,324
2013		13,462
2014		13,045
2015		12,129
2016		11,554

        The useful lives assigned to finitelived 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 September 29, 2012 and December 31, 2011 were as follows:

	September 29, 2012		December 31, 2011		Year Acquired
Webforge	$	17,501	$	16,659		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		9,237		8,792		2010
Donhad		6,968		6,633		2010
PiRod		1,750		1,750		2001
Industrial Galvanizers		4,051		3,856		2010
Other		7,290		7,224
	$	57,908	$	56,025

        In its determination of these intangible assets as indefinitelived, 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.

        The Company's trade names were tested for impairment in the third quarter of 2012. 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.

• Goodwill

        The carrying amount of goodwill by segment as of September 29, 2012 and December 31, 2011 was as follows:

	Engineered Infrastructure Products Segment		Utility Support Structures Segment		Coatings Segment			Irrigation Segment			Other		Total
Balance at December 31, 2011	$	151,558	$	77,141	$	64,820		$	2,576		$	18,567	$	314,662
Foreign currency translation		4,236		—		(215	)		(54	)		428		4,395
Balance at September 29, 2012	$	155,794	$	77,141	$	64,605		$	2,522		$	18,995	$	319,057

        The Company's goodwill was tested for impairment during the third quarter of 2012. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment prior to the annual test.

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GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended			9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended
	Sep. 29, 2012	Sep. 24, 2011	Sep. 29, 2012	Sep. 24, 2011	Dec. 31, 2011	Sep. 29, 2012 Customer Relationships Y	Dec. 31, 2011 Customer Relationships Y	Sep. 29, 2012 Proprietary Software and Database Y	Dec. 31, 2011 Proprietary Software and Database Y	Sep. 29, 2012 Patents and Proprietary Technology Y	Dec. 31, 2011 Patents and Proprietary Technology Y	Sep. 29, 2012 Non-compete Agreements Y	Dec. 31, 2011 Non-compete Agreements Y
Components of amortized intangible assets
Gross Carrying Amount	$ 173,733		$ 173,733		$ 170,046	$ 159,060	$ 155,629	$ 3,077	$ 3,116	$ 9,796	$ 9,489	$ 1,800	$ 1,812
Accumulated Amortization	69,362		69,362		57,988	59,951	50,107	2,773	2,711	5,142	3,863	1,496	1,307
Weighted Average Life (in years)						13	13	6	6	8	8	6	6
Amortization expense for intangible assets	3,582	3,659	10,751	10,855
Estimated amortization expense
2012			14,324
2013			13,462
2014			13,045
2015			12,129
2016			$ 11,554

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 29, 2012

EARNINGS PER SHARE

Reconciliation of basic and diluted earnings per share (EPS)

	Basic EPS		Dilutive Effect of Stock Options			Diluted EPS
Thirteen weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	56,731	$	—		$	56,731
Shares outstanding		26,502		304			26,806
Per share amount	$	2.14	$	(0.02	)	$	2.12
Thirteen weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	42,141	$	—		$	42,141
Shares outstanding		26,351		228			26,579
Per share amount	$	1.60	$	(0.01	)	$	1.59
Thirty-nine weeks ended September 29, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	169,036	$	—		$	169,036
Shares outstanding		26,455		293			26,748
Per share amount	$	6.39	$	(0.07	)	$	6.32
Thirty-nine weeks ended September 24, 2011:
Net earnings attributable to Valmont Industries, Inc.	$	113,577	$	—		$	113,577
Shares outstanding		26,318		249			26,567
Per share amount	$	4.32	$	(0.04	)	$	4.28