10-Q

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

Form 10-Q

(Mark One)
ý	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2013
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

26,772,121
Outstanding shares of common stock as of July 19, 2013

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 twenty-six weeks ended June 29, 2013 and June 30, 2012	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012	4
	Condensed Consolidated Balance Sheets as of June 29, 2013 and December 29, 2012	5
	Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 29, 2013 and June 30, 2012	6
	Condensed Consolidated Statements of Shareholders' Equity for the twenty-six weeks ended June 29, 2013 and June 30, 2012	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	41
Signatures		42

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						Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
Product sales	$	794,341		$	688,693		$	1,534,788		$	1,330,680
Services sales		84,318			78,622			163,501			153,985
Net sales		878,659			767,315			1,698,289			1,484,665
Product cost of sales		563,306			519,438			1,092,467			1,002,146
Services cost of sales		53,882			48,482			108,982			96,810
Total cost of sales		617,188			567,920			1,201,449			1,098,956
Gross profit		261,471			199,395			496,840			385,709
Selling, general and administrative expenses		117,206			102,043			234,385			205,539
Operating income		144,265			97,352			262,455			180,170
Other income (expenses):
Interest expense		(8,025	)		(7,421	)		(16,215	)		(15,228	)
Interest income		1,852			1,910			3,205			3,988
Other		123			(1,977	)		1,679			(400	)
		(6,050	)		(7,488	)		(11,331	)		(11,640	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		138,215			89,864			251,124			168,530
Income tax expense (benefit):
Current		48,210			35,985			86,870			63,014
Deferred		(1,042	)		(5,193	)		(4,729	)		(4,456	)
		47,168			30,792			82,141			58,558
Earnings before equity in earnings of nonconsolidated subsidiaries		91,047			59,072			168,983			109,972
Equity in earnings of nonconsolidated subsidiaries		269			2,087			473			3,775
Net earnings		91,316			61,159			169,456			113,747
Less: Earnings attributable to noncontrolling interests		(1,753	)		(1,179	)		(2,324	)		(1,442	)
Net earnings attributable to Valmont Industries, Inc.	$	89,563		$	59,980		$	167,132			112,305
Earnings per share:
Basic	$	3.36		$	2.27		$	6.28		$	4.25
Diluted	$	3.33		$	2.24		$	6.22		$	4.20
Cash dividends declared per share	$	0.250		$	0.225		$	0.475		$	0.405
Weighted average number of shares of common stock outstanding—Basic (000 omitted)		26,648			26,467			26,615			26,432
Weighted average number of shares of common stock outstanding—Diluted (000 omitted)		26,910			26,758			26,884			26,718

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						Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
Net earnings	$	91,316		$	61,159		$	169,456		$	113,747
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation losses		(52,962	)		(30,821	)		(62,582	)		(1,259	)
Realized loss included in net earnings during the period		—			—			(5,194	)		—
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			100			200			200
Actuarial gain (loss) in defined benefit pension plan		42			(1,238	)		(894	)		633
Other comprehensive income (loss)		(52,820	)		(31,959	)		(68,470	)		(426	)
Comprehensive income		38,496			29,200			100,986			113,321
Comprehensive loss (income) attributable to noncontrolling interests		1,549			2,533			3,189			(2,481	)
Comprehensive income attributable to Valmont Industries, Inc.	$	40,045		$	31,733		$	104,175		$	110,840

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)

	June 29, 2013			December 29, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	490,477		$	414,129
Receivables, net		513,766			515,902
Inventories		413,408			412,384
Prepaid expenses		33,587			25,144
Refundable and deferred income taxes		68,168			58,381
Total current assets		1,519,406			1,425,940
Property, plant and equipment, at cost		1,018,988			994,774
Less accumulated depreciation and amortization		488,506			482,162
Net property, plant and equipment		530,482			512,612
Goodwill		332,367			330,791
Other intangible assets, net		168,470			172,270
Other assets		100,898			126,938
Total assets	$	2,651,623		$	2,568,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	457		$	224
Notes payable to banks		16,004			13,375
Accounts payable		212,097			212,424
Accrued employee compensation and benefits		100,536			101,905
Accrued expenses		80,988			78,503
Dividends payable		6,693			6,002
Total current liabilities		416,775			412,433
Deferred income taxes		80,151			88,300
Long-term debt, excluding current installments		471,662			472,593
Defined benefit pension liability		98,707			112,043
Deferred compensation		37,117			31,920
Other noncurrent liabilities		48,854			44,252
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		1,458,326			1,300,529
Accumulated other comprehensive income (loss)		(19,019	)		43,938
Treasury stock		(21,317	)		(22,455	)
Total Valmont Industries, Inc. shareholders' equity		1,445,890			1,349,912
Noncontrolling interest in consolidated subsidiaries		52,467			57,098
Total shareholders' equity		1,498,357			1,407,010
Total liabilities and shareholders' equity	$	2,651,623		$	2,568,551

See accompanying notes to condensed consolidated financial statements.

5

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012
Cash flows from operating activities:
Net earnings	$	169,456		$	113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		38,186			34,367
Stock-based compensation		3,342			3,067
Defined benefit pension plan expense		3,245			2,050
Contribution to defined benefit pension plan		(10,346	)		(10,750	)
Gain on sale of property, plant and equipment		(5,071	)		(164	)
Equity in earnings in nonconsolidated subsidiaries		(473	)		(3,775	)
Deferred income taxes		(4,729	)		(4,456	)
Changes in assets and liabilities (net of acquisitions):
Receivables		(3,331	)		(69,922	)
Inventories		(2,491	)		(48,498	)
Prepaid expenses		(5,910	)		(4,060	)
Accounts payable		736			1,976
Accrued expenses		2,916			(621	)
Other noncurrent liabilities		1,873			(408	)
Income taxes payable		(11,810	)		(16,090	)
Net cash flows from operating activities		175,593			(3,537	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(54,258	)		(39,221	)
Proceeds from sale of assets		39,054			4,867
Acquisitions, net of cash acquired		(53,152	)		—
Other, net		(133	)		1,837
Net cash flows from investing activities		(68,489	)		(32,517	)
Cash flows from financing activities:
Net borrowings under short-term agreements		2,620			5,931
Proceeds from long-term borrowings		68			39,126
Principal payments on long-term borrowings		(303	)		(39,232	)
Proceeds from sale of partial ownership interest		—			1,404
Dividends paid		(12,021	)		(9,545	)
Dividends to noncontrolling interest		(1,767	)		(1,379	)
Proceeds from exercises under stock plans		14,098			15,153
Excess tax benefits from stock option exercises		305			3,211
Purchase of common treasury shares—stock plan exercises		(13,602	)		(14,086	)
Net cash flows from financing activities		(10,602	)		583
Effect of exchange rate changes on cash and cash equivalents		(20,154	)		958
Net change in cash and cash equivalents		76,348			(34,513	)
Cash and cash equivalents—beginning of year		414,129			362,894
Cash and cash equivalents—end of period	$	490,477		$	328,381

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 31, 2011	$	27,900	$	—		$	1,079,698		$	64,052		$	(24,688	)	$	50,949		$	1,197,911
Net earnings		—		—			112,305			—			—			1,442			113,747
Other comprehensive income (loss)		—		—			—			(1,465	)		—			1,039			(426	)
Cash dividends declared		—		—			(10,763	)		—			—			—			(10,763	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,379	)		(1,379	)
Sale of partial ownership interest		—		(610	)		—			—			—			2,014			1,404
Stock plan exercises; 119,928 shares acquired		—		—			—			—			(14,086	)		—			(14,086	)
Stock options exercised; 230,141 shares issued		—		(5,576	)		5,363			—			15,366			—			15,153
Tax benefit from stock option exercises		—		3,211			—			—						—			3,211
Stock option expense		—		2,490			—			—						—			2,490
Stock awards; 402 shares issued		—		485			—			—			92			—			577
Balance at June 30, 2012	$	27,900	$	—		$	1,186,603		$	62,587		$	(23,316	)	$	54,065		$	1,307,839
Balance at December 29, 2012	$	27,900	$	—		$	1,300,529		$	43,938		$	(22,455	)	$	57,098		$	1,407,010
Net earnings		—		—			167,132			—			—			2,324			169,456
Other comprehensive loss		—		—			—			(62,957	)		—			(5,513	)		(68,470	)
Cash dividends declared		—		—			(12,713	)		—			—			—			(12,713	)
Dividends to noncontrolling interests		—		—			—			—			—			(1,767	)		(1,767	)
Acquisition of Locker		—		—			—			—			—			325			325
Stock plan exercises; 85,874 shares acquired		—		—			—			—			(13,602	)		—			(13,602	)
Stock options exercised; 177,902 shares issued		—		(3,647	)		3,378			—			14,367			—			14,098
Tax benefit from stock option exercises		—		305			—			—			—			—			305
Stock option expense		—		2,627			—			—			—			—			2,627
Stock awards; 2,667 shares issued		—		715			—			—			373			—			1,088
Balance at June 29, 2013	$	27,900	$	—		$	1,458,326		$	(19,019	)	$	(21,317	)	$	52,467		$	1,498,357

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 June 29, 2013, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the twenty-six week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of June 29, 2013 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 29, 2012. 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 29, 2012. In 2013, the Company changed its presentation of certain intercompany utility structure sales to align with management's current reporting structure. In 2013, those sales were recorded as part of the Engineered Infrastructure Products (EIP) segment. In 2012, these sales were recorded in the Utility Support Structures segment. Fiscal 2012 reporting was reclassified to conform with the 2013 presentation. Accordingly, fiscal 2012 EIP segment sales (and the associated intersegment sales elimination) for the thirteen and twenty-six weeks ended June 30, 2012 increased by $10,034 and $16,062, respectively. Fiscal 2012 segment sales (after intersegment sales eliminations) and operating income were unchanged from amounts previously reported. The results of operations for the period ended June 29, 2013 are not necessarily indicative of the operating results for the full year.

Inventories

        Approximately 40% and 43% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of June 29, 2013 and December 29, 2012, 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 $42,468 and $45,822 at June 29, 2013 and December 29, 2012, respectively.

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)

        Inventories consisted of the following:

	June 29, 2013		December 29, 2012
Raw materials and purchased parts	$	182,907	$	199,808
Work-in-process		39,385		36,114
Finished goods and manufactured goods		233,584		222,284
Subtotal		455,876		458,206
Less: LIFO reserve		42,468		45,822
	$	413,408	$	412,384

Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
United States	$	98,684	$	68,132	$	187,421	$	130,827
Foreign		39,531		21,732		63,703		37,703
	$	138,215	$	89,864	$	251,124	$	168,530

Pension Benefits

        The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

        The components of the net periodic pension expense for the twenty-six weeks ended June 29, 2013 and June 30, 2012 were as follows:

	2013			2012
Net periodic benefit expense:
Interest cost	$	13,058		$	11,594
Expected return on plan assets		(9,813	)		(9,544	)
Net periodic benefit expense	$	3,245		$	2,050

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)

Stock Plans

        The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At June 29, 2013, 1,700,000 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 twenty-six weeks ended June 29, 2013 and June 30, 2012, respectively, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
Compensation expense	$	1,314	$	1,245	$	2,627	$	2,490
Income tax benefits		505		479		1,011		959

Equity Method Investments

        The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. In February 2013, the Company sold its nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the business for approximately $29,250. The profit on the sale was not significant, which included the recognition of $5,194 in currency translation adjustments previously recorded as part of "Accumulated other comprehensive income" on the Condensed consolidated balance sheet. The Company also recognized certain deferred tax benefits of approximately $3,200 associated with the sale in the first quarter of fiscal 2013.

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

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)

assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

        Level 1:    Quoted market prices in active markets for identical assets or liabilities.

        Level 2:    Observable market based inputs or unobservable inputs that are corroborated by market data.

        Level 3:    Unobservable inputs that are not corroborated by market data.

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

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

        Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

			Fair Value Measurement Using:
	Carrying Value June 29, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	24,562	$	24,562	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 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	$	20,087	$	20,087	$	—	$	—

Comprehensive Income

        Comprehensive income includes net earnings, 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

11

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 June 29, 2013 and December 29, 2012:

	Foreign Currency Translation Adjustments			Unrealized Loss on Cash Flow Hedge			Defined Benefit Pension Plan			Accumulated Other Comprehensive Income
Balance at December 29, 2012	$	30,576		$	(2,935	)	$	16,297		$	43,938
Current-period comprehensive income (loss)		(62,263	)		200			(894	)		(62,957	)
Balance at June 29, 2013	$	(31,687	)	$	(2,735	)	$	15,403		$	(19,019	)

(2) ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

        On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group Holdings Pty. Ltd. (Locker). Locker is a manufacturer of perforated and expanded metal for the non-residential market, industrial flooring and handrails for the access systems market, and screening media for applications in the industrial and mining sectors in Australia and Asia. Locker's annual sales for the twelve months prior to the acquisition date were approximately $80,000 and its operations are reported in the Engineered Infrastructure Products Segment. The purchase price paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of $7,911 additional purchase price may be paid to the sellers upon the achievement of certain gross profit and inventory targets over the next two years. The Company determined the present value of the potential additional purchase price at February 5, 2013 to be $6,175. The acquisition, which was funded by cash held by the Company, was completed to expand our product offering and sales coverage for access systems and related products in Asia Pacific.

        The preliminary fair value measurement was completed at June 29, 2013, subject to final independent reviews of the fair value assessments of assets acquired and liabilities assumed. The Company expects the fair value measurement process to be completed in the third quarter of 2013.

        The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition.

	At February 5, 2013
Current assets	$	25,584
Property, plant and equipment		20,412
Intangible assets		11,199
Goodwill		13,326
Total fair value of assets acquired	$	70,521
Current liabilities		9,595
Deferred income taxes		481
Other non-current liabilities		677
Non-controlling interests		325
Total fair value of liabilities assumed and non-controlling interests		11,078
Net assets acquired	$	59,443

12

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD. (Continued)

        The Company's Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended June 29, 2013 included net sales of $18,082 and $29,936, respectively, and net earnings of $288 and $539, respectively, resulting from Locker's operations from February 5, 2013 to June 29, 2013.

        Based on the fair value assessments, the Company allocated $11,199 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Locker acquired intangible assets and the respective weighted-average amortization periods:

	Amount		Weighted Average Amortization Period (Years)
Trade Names	$	4,116		Indefinite
Customer Relationships		6,047		10.0
Software and Technology		1,036		5.0
	$	11,199

(3) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

        The components of amortized intangible assets at June 29, 2013 and December 29, 2012 were as follows:

	June 29, 2013
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	171,290	$	68,632	13 years
Proprietary Software & Database		3,949		2,824	6 years
Patents & Proprietary Technology		9,592		6,084	8 years
Non-compete Agreements		1,793		1,582	6 years
	$	186,624	$	79,122

	December 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	170,556	$	62,957	13 years
Proprietary Software & Database		3,073		2,795	6 years
Patents & Proprietary Technology		9,953		5,517	8 years
Non-compete Agreements		1,807		1,542	6 years
	$	185,389	$	72,811

13

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

        Amortization expense for intangible assets for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, respectively was as follows:

Thirteen Weeks Ended				Twenty-six Weeks Ended
2013		2012		2013		2012
$	3,458	$	3,624	$	7,696	$	7,169

        Estimated annual amortization expense related to finite-lived intangible assets is as follows:

	Estimated Amortization Expense
2013	$	15,715
2014		14,898
2015		14,053
2016		13,518
2017		13,479

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

Non-amortized intangible assets

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at June 29, 2013 and December 29, 2012 were as follows:

	June 29, 2013		December 29, 2012		Year Acquired
Webforge	$	16,456	$	17,411		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		8,685		9,189		2010
Donhad		6,552		6,932		2010
Industrial Galvanizers		3,809		4,030		2010
Other		14,355		11,019
	$	60,968	$	59,692

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

14

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

        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 June 29, 2013 and December 29, 2012 was as follows:

	Engineered Infrastructure Products Segment			Utility Support Structures Segment			Coatings Segment			Irrigation Segment			Other			Total
Balance at December 29, 2012	$	155,185		$	77,141		$	77,053		$	2,517		$	18,895		$	330,791
Acquisitions		13,326			—			—			—			—			13,326
Foreign currency translation		(9,663	)		—			(998	)		(54	)		(1,035	)		(11,750	)
Other		1,737			(1,737	)		—			—			—			—
Balance at June 29, 2013	$	160,585		$	75,404		$	76,055		$	2,463		$	17,860		$	332,367

        The goodwill from acquisitions arose from the acquisition of Locker. 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.

(4) 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 twenty-six weeks ended June 29, 2013 and June 30, 2012 were as follows:

	2013		2012
Interest	$	16,329	$	15,494
Income taxes		103,604		73,105

15

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(5) 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 June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	89,563	$	—		$	89,563
Shares outstanding		26,648		262			26,910
Per share amount	$	3.36	$	(0.03	)	$	3.33
Thirteen weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	59,980	$	—		$	59,980
Shares outstanding		26,467		291			26,758
Per share amount	$	2.27	$	(0.03	)	$	2.24
Twenty-six weeks ended June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	167,132	$	—		$	167,132
Shares outstanding		26,615		269			26,884
Per share amount	$	6.28	$	(0.06	)	$	6.22
Twenty-six weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	112,305	$	—		$	112,305
Shares outstanding		26,432		286			26,718
Per share amount	$	4.25	$	(0.05	)	$	4.20

        At June 29, 2013 there were 1,172 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 weeks and twenty-six weeks ending June 29, 2013. At June 30, 2012, there were no outstanding stock options with exercise prices exceeding the market price of common stock.

(6) BUSINESS SEGMENTS

        The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars.

        Reportable segments are as follows:

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

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

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)

        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.

17

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						Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	161,487		$	158,575		$	308,657		$	297,900
Communication Products		34,771			36,488			63,393			63,183
Access Systems		54,378			40,753			102,256			78,660
Engineered Infrastructure Products segment		250,636			235,816			474,306			439,743
Utility Support Structures segment:
Steel		201,164			185,079			411,661			352,043
Concrete		27,079			27,158			56,220			51,426
Utility Support Structures segment		228,243			212,237			467,881			403,469
Coatings segment		93,798			84,837			183,043			167,684
Irrigation segment		270,175			194,496			514,882			390,762
Other		83,679			87,194			161,548			173,257
Total		926,531			814,580			1,801,660			1,574,915
INTERSEGMENT SALES:
Engineered Infrastructure Products segment		22,169			24,726			51,621			43,146
Utility Support Structures segment		299			467			710			2,447
Coatings segment		14,448			13,252			28,778			25,949
Irrigation segment		1			6			1			431
Other		10,955			8,814			22,261			18,277
Total		47,872			47,265			103,371			90,250
NET SALES:
Engineered Infrastructure Products segment		228,467			211,090			422,685			396,597
Utility Support Structures segment		227,944			211,770			467,171			401,022
Coatings segment		79,350			71,585			154,265			141,735
Irrigation segment		270,174			194,490			514,881			390,331
Other		72,724			78,380			139,287			154,980
Total	$	878,659		$	767,315		$	1,698,289		$	1,484,665
OPERATING INCOME:
Engineered Infrastructure Products segment	$	22,603		$	14,168		$	35,337		$	22,192
Utility Support Structures segment		42,121			26,574			88,276			51,678
Coatings segment		23,552			19,517			36,972			36,029
Irrigation segment		64,174			37,607			118,733			76,015
Other		13,025			12,259			23,812			23,670
Corporate		(21,210	)		(12,773	)		(40,675	)		(29,414	)
Total	$	144,265		$	97,352		$	262,455		$	180,170

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

        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
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	426,817		$	169,027		$	360,802		$	(77,987	)	$	878,659
Cost of sales		297,949			126,290			273,482			(80,533	)		617,188
Gross profit		128,868			42,737			87,320			2,546			261,471
Selling, general and administrative expenses		55,720			14,347			47,139			—			117,206
Operating income		73,148			28,390			40,181			2,546			144,265
Other income (expense):
Interest expense		(7,636	)		(11,944	)		(390	)		11,945			(8,025	)
Interest income		8			237			13,552			(11,945	)		1,852
Other		394			31			(302	)		—			123
		(7,234	)		(11,676	)		12,860			—			(6,050	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		65,914			16,714			53,041			2,546			138,215
Income tax expense (benefit):
Current		24,824			6,546			16,182			658			48,210
Deferred		(750	)		1,399			(1,691	)		—			(1,042	)
		24,074			7,945			14,491			658			47,168
Earnings before equity in earnings of nonconsolidated subsidiaries		41,840			8,769			38,550			1,888			91,047
Equity in earnings of nonconsolidated subsidiaries		47,723			23,234			—			(70,688	)		269
Net earnings		89,563			32,003			38,550			(68,800	)		91,316
Less: Earnings attributable to noncontrolling interests		—			—			(1,753	)		—			(1,753	)
Net earnings attributable to Valmont Industries, Inc	$	89,563		$	32,003		$	36,797		$	(68,800	)	$	89,563

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
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	843,430		$	339,876		$	686,211		$	(171,228	)	$	1,698,289
Cost of sales		598,629			255,288			521,865			(174,333	)		1,201,449
Gross profit		244,801			84,588			164,346			3,105			496,840
Selling, general and administrative expenses		105,746			28,341			100,298			—			234,385
Operating income		139,055			56,247			64,048			3,105			262,455
Other income (expense):
Interest expense		(15,391	)		(24,574	)		(824	)		24,574			(16,215	)
Interest income		15			490			27,274			(24,574	)		3,205
Other		1,802			46			(169	)		—			1,679
		(13,574	)		(24,038	)		26,281			—			(11,331	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		125,481			32,209			90,329			3,105			251,124
Income tax expense (benefit):
Current		45,999			13,382			26,652			837			86,870
Deferred		(2,504	)		1,702			(3,927	)		—			(4,729	)
		43,495			15,084			22,725			837			82,141
Earnings before equity in earnings of nonconsolidated subsidiaries		81,986			17,125			67,604			2,268			168,983
Equity in earnings of nonconsolidated subsidiaries		85,146			42,385			207			(127,265	)		473
Net earnings		167,132			59,510			67,811			(124,997	)		169,456
Less: Earnings attributable to noncontrolling interests		—			—			(2,324	)		—			(2,324	)
Net earnings attributable to Valmont Industries, Inc		167,132			59,510			65,487			(124,997	)		167,132

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
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	347,643		$	152,159		$	333,171		$	(65,658	)	$	767,315
Cost of sales		249,557			121,658			261,374			(64,669	)		567,920
Gross profit		98,086			30,501			71,797			(989	)		199,395
Selling, general and administrative expenses		43,762			13,177			45,104			—			102,043
Operating income		54,324			17,324			26,693			(989	)		97,352
Other income (expense):
Interest expense		(7,573	)		(12,244	)		152			12,244			(7,421	)
Interest income		5			129			14,020			(12,244	)		1,910
Other		(454	)		11			(1,534	)		—			(1,977	)
		(8,022	)		(12,104	)		12,638			—			(7,488	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		46,302			5,220			39,331			(989	)		89,864
Income tax expense (benefit):
Current		19,363			6,197			10,425			—			35,985
Deferred		(2,963	)		(1,031	)		(1,199	)		—			(5,193	)
		16,400			5,166			9,226			—			30,792
Earnings before equity in earnings of nonconsolidated subsidiaries		29,902			54			30,105			(989	)		59,072
Equity in earnings of nonconsolidated subsidiaries		30,078			23,253			2,276			(53,520	)		2,087
Net earnings	$	59,980		$	23,307		$	32,381		$	(54,509	)	$	61,159
Less: Earnings attributable to noncontrolling interests		—			—			(1,179	)		—			(1,179	)
Net earnings attributable to Valmont Industries, Inc	$	59,980		$	23,307		$	31,202		$	(54,509	)	$	59,980

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
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales		712,483			280,871			627,113			(135,802	)		1,484,665
Cost of sales		517,069			225,300			491,297			(134,710	)		1,098,956
Gross profit		195,414			55,571			135,816			(1,092	)		385,709
Selling, general and administrative expenses		87,034			26,965			91,540			—			205,539
Operating income		108,380			28,606			44,276			(1,092	)		180,170
Other income (expense):
Interest expense		(15,255	)		(24,501	)		27			24,501			(15,228	)
Interest income		14			323			28,152			(24,501	)		3,988
Other		1,005			25			(1,430	)		—			(400	)
		(14,236	)		(24,153	)		26,749			—			(11,640	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		94,144			4,453			71,025			(1,092	)		168,530
Income tax expense (benefit):
Current		36,548			5,296			21,170			—			63,014
Deferred		(2,769	)		139			(1,826	)		—			(4,456	)
		33,779			5,435			19,344			—			58,558
Earnings before equity in earnings of nonconsolidated subsidiaries		60,365			(982	)		51,681			(1,092	)		109,972
Equity in earnings of nonconsolidated subsidiaries		51,940			46,361			3,932			(98,458	)		3,775
Net earnings		112,305			45,379			55,613			(99,550	)		113,747
Less: Earnings attributable to noncontrolling interests		—			—			(1,442	)		—			(1,442	)
Net earnings attributable to Valmont Industries, Inc	$	112,305		$	45,379		$	54,171		$	(99,550	)	$	112,305

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 STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	89,563		$	32,003	$	38,550		$	(68,800	)	$	91,316
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			65,807		(118,769	)		—			(52,962	)
Realized (loss) included in net earnings during the period		—			—		—			—			—
		—			65,807		(118,769	)		—			(52,962	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		42			—			42
Equity in other comprehensive income		(49,618	)		—		—			49,618			—
Other comprehensive income (loss)		(49,518	)		65,807		(118,727	)		49,618			(52,820	)
Comprehensive income		40,045			97,810		(80,177	)		(19,182	)		38,496
Comprehensive income attributable to noncontrolling interests		—			—		1,549			—			1,549
Comprehensive income attributable to Valmont Industries, Inc.	$	40,045		$	97,810	$	(78,628	)	$	(19,182	)	$	40,045

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 STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	167,132		$	59,510	$	67,811		$	(124,997	)	$	169,456
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			27,486		(90,068	)		—			(62,582	)
Realized (loss) included in net earnings during the period		—			—		(5,194	)		—			(5,194	)
		—			27,486		(95,262	)		—			(67,776	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—		—			—			200
		200			—		—			—			200
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(894	)		—			(894	)
Equity in other comprehensive income		(63,157	)		—					63,157			—
Other comprehensive income (loss)		(62,957	)		27,486		(96,156	)		63,157			(68,470	)
Comprehensive income		104,175			86,996		(28,345	)		(61,840	)		100,986
Comprehensive income attributable to noncontrolling interests		—			—		3,189			—			3,189
Comprehensive income attributable to Valmont Industries, Inc.	$	104,175		$	86,996	$	(25,156	)	$	(61,840	)	$	104,175

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 COMPREHENSIVE INCOME
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	59,980		$	23,307	$	32,381		$	(54,509	)	$	61,159
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			14,123		(38,433	)		(6,511	)		(30,821	)
		—			14,123		(38,433	)		(6,511	)		(30,821	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(1,238	)		—			(1,238	)
Equity in other comprehensive income		(28,347	)		—		—			28,347			—
Other comprehensive income (loss)		(28,247	)		14,123		(39,671	)		21,836			(31,959	)
Comprehensive income		31,733			37,430		(7,290	)		(32,673	)		29,200
Comprehensive income attributable to noncontrolling interests		—			—		2,533			—			2,533
Comprehensive income attributable to Valmont Industries, Inc.	$	31,733		$	37,430	$	(4,757	)	$	(32,673	)	$	31,733

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 COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(2,244	)		7,496			(6,511	)		(1,259	)
		—			(2,244	)		7,496			(6,511	)		(1,259	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—			—			—			200
		200			—			—			—			200
Actuarial gain in defined benefit pension plan liability		—			—			633			—			633
Equity in other comprehensive income		(1,665	)		—			—			1,665			—
Other comprehensive income (loss)		(1,465	)		(2,244	)		8,129			(4,846	)		(426	)
Comprehensive income		110,840			43,135			63,742			(104,396	)		113,321
Comprehensive income attributable to noncontrolling interests		—			—			(2,481	)		—			(2,481	)
Comprehensive income attributable to Valmont Industries, Inc.	$	110,840		$	43,135		$	61,261		$	(104,396	)	$	110,840

26

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
June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	135,336		$	29,738	$	325,403		$	—		$	490,477
Receivables, net		143,707			81,159		288,900			—			513,766
Inventories		135,396			70,345		207,667			—			413,408
Prepaid expenses		6,573			712		26,302			—			33,587
Refundable and deferred income taxes		38,155			5,605		24,408			—			68,168
Total current assets		459,167			187,559		872,680			—			1,519,406
Property, plant and equipment, at cost		476,731			141,114		401,143			—			1,018,988
Less accumulated depreciation and amortization		296,524			58,723		133,259			—			488,506
Net property, plant and equipment		180,207			82,391		267,884			—			530,482
Goodwill		20,108			107,542		204,717			—			332,367
Other intangible assets		419			50,869		117,182			—			168,470
Investment in subsidiaries and intercompany accounts		1,446,491			1,348,693		556,568			(3,351,752	)		—
Other assets		36,588			—		64,310			—			100,898
Total assets	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	188		$	—	$	269		$	—		$	457
Notes payable to banks		—			—		16,004			—			16,004
Accounts payable		66,559			19,128		126,410			—			212,097
Accrued employee compensation and benefits		58,734			9,046		32,756			—			100,536
Accrued expenses		37,575			4,227		39,186			—			80,988
Dividends payable		6,693			—		—			—			6,693
Total current liabilities		169,749			32,401		214,625			—			416,775
Deferred income taxes		19,182			28,254		32,715			—			80,151
Long-term debt, excluding current installments		470,919			532,852		743			(532,852	)		471,662
Defined benefit pension liability		—			—		98,707			—			98,707
Deferred compensation		29,689			—		7,428			—			37,117
Other noncurrent liabilities		7,551			—		41,303			—			48,854
Shareholders' equity:
Common stock of $1 par value		27,900			457,950		254,982			(712,932	)		27,900
Additional paid-in capital		—			150,286		894,239			(1,044,525	)		—
Retained earnings		1,458,326			526,750		505,878			(1,032,628	)		1,458,326
Accumulated other comprehensive income (loss)		(19,019	)		48,561		(19,746	)		(28,815	)		(19,019	)
Treasury stock		(21,317	)		—		—			—			(21,317	)
Total Valmont Industries, Inc. shareholders' equity		1,445,890			1,183,547		1,635,353			(2,818,900	)		1,445,890
Noncontrolling interest in consolidated subsidiaries		—			—		52,467			—			52,467
Total shareholders' equity		1,445,890			1,183,547		1,687,820			(2,818,900	)		1,498,357
Total liabilities and shareholders' equity	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623

27

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 29, 2012

	Parent			Guarantors			Non-Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	40,926		$	83,203		$	290,000	$	—		$	414,129
Receivables, net		144,161			86,403			285,338		—			515,902
Inventories		146,619			71,988			193,777		—			412,384
Prepaid expenses		7,153			1,029			16,962		—			25,144
Refundable and deferred income taxes		29,359			6,904			22,118		—			58,381
Total current assets		368,218			249,527			808,195		—			1,425,940
Property, plant and equipment, at cost		456,497			122,937			415,340		—			994,774
Less accumulated depreciation and amortization		288,226			55,239			138,697		—			482,162
Net property, plant and equipment		168,271			67,698			276,643		—			512,612
Goodwill		20,108			107,542			203,141		—			330,791
Other intangible assets		499			53,517			118,254		—			172,270
Investment in subsidiaries and intercompany accounts		1,456,159			1,246,777			615,152		(3,318,088	)		—
Other assets		32,511			—			94,427		—			126,938
Total assets	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	35	$	—		$	224
Notes payable to banks		—			—			13,375		—			13,375
Accounts payable		72,610			22,006			117,808		—			212,424
Accrued employee compensation and benefits		61,572			10,530			29,803					101,905
Accrued expenses		30,641			4,674			43,188		—			78,503
Income taxes payable		—			31			669		(700	)		—
Dividends payable		6,002			—			—		—			6,002
Total current liabilities		171,014			37,241			204,878		(700	)		412,433
Deferred income taxes		23,305			27,851			37,144		—			88,300
Long-term debt, excluding current installments		471,828			599,873			765		(599,873	)		472,593
Defined benefit pension liability		—			—			112,043		—			112,043
Deferred compensation		25,200			—			6,720		—			31,920
Other noncurrent liabilities		4,507			—			39,745		—			44,252
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		1,300,529			467,240			443,337		(910,577	)		1,300,529
Accumulated other comprehensive income		43,938			(15,380	)		65,826		(50,446	)		43,938
Treasury stock		(22,455	)		—			—		—			(22,455	)
Total Valmont Industries, Inc. shareholders' equity		1,349,912			1,060,096			1,657,419		(2,717,515	)		1,349,912
Noncontrolling interest in consolidated subsidiaries		—			—			57,098		—			57,098
Total shareholders' equity		1,349,912			1,060,096			1,714,517		(2,717,515	)		1,407,010
Total liabilities and shareholders' equity	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551

28

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 Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	167,132		$	59,510		$	67,811		$	(124,997	)	$	169,456
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,834			6,452			21,900			—			38,186
Stock-based compensation		3,342			—			—			—			3,342
Defined benefit pension plan expense		—			—			3,245			—			3,245
Contribution to defined benefit pension plan		—			—			(10,346	)		—			(10,346	)
Gain on sale of property, plant and equipment		337			36			(5,444	)		—			(5,071	)
Equity in earnings in nonconsolidated subsidiaries		(266	)		—			(207	)		—			(473	)
Deferred income taxes		(2,504	)		1,702			(3,927	)		—			(4,729	)
Changes in assets and liabilities (net of acquisitions):
Receivables		453			5,235			(9,019	)		—			(3,331	)
Inventories		10,524			1,643			(14,658	)		—			(2,491	)
Prepaid expenses		579			318			(6,807	)		—			(5,910	)
Accounts payable		(6,052	)		(2,877	)		9,665			—			736
Accrued expenses		4,471			(1,932	)		377			—			2,916
Other noncurrent liabilities		3,058			—			(1,185	)		—			1,873
Income taxes payable (refundable)		(10,415	)		(1,943	)		(277	)		825			(11,810	)
Net cash flows from operating activities		180,493			68,144			51,128			(124,172	)		175,593
Cash flows from investing activities:
Purchase of property, plant and equipment		(22,826	)		(18,569	)		(12,863	)		—			(54,258	)
Proceeds from sale of assets		1,466			32			37,556			—			39,054
Acquisitions, net of cash acquired		—			—			(53,152	)		—			(53,152	)
Other, net		(53,317	)		(99,472	)		28,484			124,172			(133	)
Net cash flows from investing activities		(74,677	)		(118,009	)		25			124,172			(68,489	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,620			—			2,620
Proceeds from long-term borrowings		—			—			68			—			68
Principal payments on long-term borrowings		(186	)		—			(117	)		—			(303	)
Dividends paid		(12,021	)		—			—			—			(12,021	)
Dividends to noncontrolling interest		—			—			(1,767	)		—			(1,767	)
Proceeds from exercises under stock plans		14,098			—			—			—			14,098
Excess tax benefits from stock option exercises		305			—			—			—			305
Purchase of common treasury shares—stock plan exercises:		(13,602	)		—			—			—			(13,602	)
Net cash flows from financing activities		(11,406	)		—			804			—			(10,602	)
Effect of exchange rate changes on cash and cash equivalents		—			(3,600	)		(16,554	)		—			(20,154	)
Net change in cash and cash equivalents		94,410			(53,465	)		35,403			—			76,348
Cash and cash equivalents—beginning of year		40,926			83,203			290,000			—			414,129
Cash and cash equivalents—end of period	$	135,336		$	29,738		$	325,403		$	—		$	490,477

29

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 Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,121			6,341			18,905			—			34,367
Stock-based compensation		3,067			—			—			—			3,067
Defined benefit pension plan expense		—			—			2,050			—			2,050
Contribution to defined benefit pension plan		—			—			(10,750	)		—			(10,750	)
Gain on sale of property, plant and equipment		(65	)		(44	)		(55	)		—			(164	)
Equity in earnings of nonconsolidated subsidiaries		157			—			(3,932	)		—			(3,775	)
Deferred income taxes		(2,769	)		139			(1,826	)		—			(4,456	)
Changes in assets and liabilities:
Receivables		(11,412	)		(27,844	)		(30,666	)		—			(69,922	)
Inventories		(10,063	)		(7,131	)		(31,471	)		167			(48,498	)
Prepaid expenses		(1,332	)		266			(2,994	)		—			(4,060	)
Accounts payable		(13,913	)		5,395			10,494			—			1,976
Accrued expenses		3,009			(1,227	)		(2,403	)		—			(621	)
Other noncurrent liabilities		719			—			(1,127	)		—			(408	)
Income taxes payable (refundable)		(13,249	)		38			(2,879	)		—			(16,090	)
Net cash flows from operations		75,575			21,312			(1,041	)		(99,383	)		(3,537	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(15,037	)		(6,017	)		(18,167	)		—			(39,221	)
Proceeds from sale of assets		98			52			4,717			—			4,867
Other, net		(59,181	)		6,599			(44,964	)		99,383			1,837
Net cash flows from investing activities		(74,120	)		634			(58,414	)		99,383			(32,517	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			5,931			—			5,931
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,191	)		—			(41	)		—			(39,232	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(9,545	)		—			—			—			(9,545	)
Dividend to noncontrolling interests		—			—			(1,379	)		—			(1,379	)
Proceeds from exercises under stock plans		15,153			—			—			—			15,153
Excess tax benefits from stock option exercises		3,211			—			—			—			3,211
Purchase of common treasury shares—stock plan exercises		(14,086	)		—			—			—			(14,086	)
Net cash flows from financing activities		(5,458	)		—			6,041			—			583
Effect of exchange rate changes on cash and cash equivalents		—			270			688			—			958
Net change in cash and cash equivalents		(4,003	)		22,216			(52,726	)		—			(34,513	)
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	23,542		$	40,473		$	264,366		$	—		$	328,381

30

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 29, 2012. Segment sales in the table below are presented net of intersegment sales.

31

Results of Operations

        Dollars in millions, except per share amounts

	Thirteen Weeks Ended									Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			% Incr. (Decr.)			June 29, 2013			June 30, 2012			% Incr. (Decr.)
Consolidated
Net sales	$	878.7		$	767.3			14.5	%	$	1,698.3		$	1,484.7			14.4	%
Gross profit		261.5			199.4			31.1	%		496.8			385.7			28.8	%
as a percent of sales		29.8	%		26.0	%					29.3	%		26.0	%
SG&A expense		117.2			102.0			14.9	%		234.4			205.5			14.1	%
as a percent of sales		13.3	%		13.3	%					13.8	%		13.8	%
Operating income		144.3			97.4			48.2	%		262.5			180.2			45.7	%
as a percent of sales		16.4	%		12.7	%					15.5	%		12.1	%
Net interest expense		6.2			5.5			12.7	%		13.0			11.2			16.1	%
Effective tax rate		34.1	%		34.3	%					32.7	%		34.7	%
Net earnings	$	89.6		$	60.0			49.3	%	$	167.1		$	112.3			48.8	%
Diluted earnings per share	$	3.33		$	2.24			48.7	%	$	6.22		$	4.20			48.1	%
Engineered Infrastructure Products
Net sales	$	228.5		$	211.1			8.2	%	$	422.7		$	396.6			6.6	%
Gross profit		64.8			54.5			18.9	%		118.4			101.1			17.1	%
SG&A expense		42.2			40.3			4.7	%		83.1			78.9			5.3	%
Operating income		22.6			14.2			59.2	%		35.3			22.2			59.0	%
Utility Support Structures
Net sales	$	227.9		$	211.7			7.7	%	$	467.2		$	401.0			16.5	%
Gross profit		62.1			44.3			40.2	%		128.0			86.6			47.8	%
SG&A expense		20.0			17.7			13.0	%		39.7			34.9			13.8	%
Operating income		42.1			26.6			58.3	%		88.3			51.7			70.8	%
Coatings
Net sales	$	79.4		$	71.6			10.9	%	$	154.3		$	141.8			8.8	%
Gross profit		29.1			27.4			6.2	%		52.2			52.7			(0.9	)%
SG&A expense		5.5			7.9			(30.4	)%		15.2			16.7			(9.0	)%
Operating income		23.6			19.5			21.0	%		37.0			36.0			2.8	%
Irrigation
Net sales	$	270.2		$	194.5			38.9	%	$	514.9		$	390.3			31.9	%
Gross profit		87.1			55.9			55.8	%		163.5			111.9			46.1	%
SG&A expense		22.9			18.3			25.1	%		44.8			35.9			24.8	%
Operating income		64.2			37.6			70.7	%		118.7			76.0			56.2	%
Other
Net sales	$	72.7		$	78.4			(7.3	)%	$	139.2		$	155.0			(10.2	)%
Gross profit		18.3			17.1			7.0	%		34.4			33.4			3.0	%
SG&A expense		5.3			4.8			10.4	%		10.6			9.7			9.3	%
Operating income		13.0			12.3			5.7	%		23.8			23.7			0.4	%
Net corporate expense
Gross profit	$	0.1		$	0.2			NM		$	0.3		$	—			NM
SG&A expense		21.3			13.0			63.8	%		41.0			29.4			39.5	%
Operating loss		(21.2	)		(12.8	)		(65.6	)%		(40.7	)		(29.4	)		(38.4	)%

NM=Not meaningful

32

Overview

        On a consolidated basis, the increase in net sales in the second quarter and first half of fiscal 2013, as compared with 2012, reflected improved sales in all reportable segments while sales were down in the "Other" category. Fiscal 2013 refers to the twenty-six and thirteen week periods ended June 29, 2013 and fiscal 2012 refers to the twenty-six and thirteen week periods ended June 30, 2012. The increase in net sales in 2013, as compared with 2012, was due to the following factors:

	Second Quarter
	Total			EIP			Utility			Coatings			Irrigation			Other
Sales—2012	$	767.3		$	211.1		$	211.7		$	71.6		$	194.5		$	78.4
Volume		63.4			(0.9	)		(4.7	)		(2.1	)		70.5			0.6
Pricing/mix		25.7			—			20.8			1.3			7.3			(3.7	)
Acquisitions		27.1			18.1			—			9.0			—			—
Currency translation		(4.8	)		0.2			0.1			(0.4	)		(2.1	)		(2.6	)
Sales—2013	$	878.7		$	228.5		$	227.9		$	79.4		$	270.2		$	72.7

	Year-to-date
	Total			EIP			Utility		Coatings			Irrigation			Other
Sales—2012	$	1,484.7		$	396.6		$	401.0	$	141.8		$	390.3		$	155.0
Volume		119.0			(4.0	)		22.8		(4.9	)		110.2			(5.1	)
Pricing/mix		56.7			0.5			43.3		1.4			18.9			(7.4	)
Acquisitions		46.9			29.9			—		17.0			—			—
Currency translation		(9.0	)		(0.3	)		0.1		(1.0	)		(4.5	)		(3.3	)
Sales—2013	$	1,698.3		$	422.7		$	467.2	$	154.3		$	514.9		$	139.2

        Acquisitions included Locker Holdings Group ("Locker") and Pure Metal Galvanizing ("PMG"). We acquired PMG in December 2012 and Locker in February 2013. We report Locker in the Engineered Infrastructure Products segment and PMG in the Coatings segment.

        The decrease in operating profit due to currency translation effects in the second quarter and first half of 2013, as compared with 2012 was $0.5 million and $1.2 million, respectively.

        The increase in gross margin (gross profit as a percent of sales) in fiscal 2013, as compared with 2012, was due to a combination of improved sales prices and sales mix, improved sales volumes and lower raw material costs in 2013, as compared with 2012. In general, our cost of steel and other raw materials were slightly lower in the second quarter and first half of 2013, as compared with the same periods in 2012.

        Selling, general and administrative (SG&A) spending in the second quarter and first half of fiscal 2013, as compared with the same period in 2012, increased mainly due to the following factors:

•

Expenses recorded by Locker and PMG, which were acquired after the second quarter of 2012, of $5.0 million and $9.6 million, respectively;

•

Increased compensation expenses of $2.1 million and $4.7 million, respectively, mainly associated with increased employment levels and salary increases, and;

•

Increased employee incentive accruals of $6.0 million and $8.7 million, respectively, due to improved operating results and increased share price in valuing long-term incentive plans.

33

        In addition, certain non-recurring items affecting the comparisons of SG&A expenses included:

•

The sale of one of our galvanizing facilities in Australia resulted in a gain of $4.6 million in the second quarter of 2013, which was reported as a reduction of SG&A expense, and;

•

Insurance proceeds received in the second quarter of 2012 related to a fire in one of our galvanizing facilities in Australia resulted in a non-recurring reduction in SG&A of $1.4 million.

        On a reportable segment basis, all segments realized improved operating income in the second quarter and first half of 2013, as compared with 2012.

        Net interest expense increased in the the second quarter and first half of fiscal 2013, as compared with 2012, due to a combination of lower interest income, as we used invested cash to fund the Locker acquisition, and slightly higher interest expense. The increase in interest expense principally was due to higher bank fees and interest incurred due to international working capital borrowings.

        Our effective income tax rate in the second quarter of fiscal 2013 was comparable with 2012. The year-to-date effective tax rate in fiscal 2013 was lower than 2012, mainly due to approximately $3.2 million of non-cash tax benefits associated with the first quarter 2013 sale of our nonconsolidated investment in South Africa and $1.0 million of increased research and development tax credits in the U.S.

        Earnings in non-consolidated subsidiaries were lower in fiscal 2013, as compared with 2012, due to the sale of our 49% owned manganese materials operation in February 2013. There was no significant gain or loss on the sale.

        Our cash flows generated by operations were approximately $175.6 million in fiscal 2013, as compared with $3.5 million used by operations in 2012. The increase in operating cash flow in 2013 was the result of improved in net earnings and lower working capital increase in 2013, as compared with 2012.

Engineered Infrastructure Products (EIP) segment

        The increase in net sales in the second quarter and first half of fiscal 2013 as compared with 2012 was mainly due to the acquisition of Locker in February 2013. Global lighting sales in the second quarter and first half of fiscal 2013 were comparable with the same periods in fiscal 2012, and slightly improved sales in North America were offset by lower sales in Europe. The transportation market for lighting and traffic structures in the U.S., while stable, continues to be challenging. Sales in other market channels such as sales to lighting fixture manufacturers and commercial construction projects in the second quarter and first half of fiscal 2013 improved somewhat as compared with the same periods in 2012. In Europe, sales in fiscal 2013 were lower than 2012, as weak economic conditions and restricted government roadway spending activity hampered demand for lighting structures.

        Communication product line sales in fiscal 2013 were improved over 2012, mainly due to higher sales in North America of $4.1 million and $8.5 million, respectively. The increase in North America sales was mainly attributable to stronger sales demand for components due to 4G wireless communication development. In China, sales of wireless communication structures in the second quarter and first half of fiscal 2013 were lower than the same periods in fiscal 2012.

        Access systems product line sales improved in 2013, as compared with 2012, mainly due to the Locker acquisition in February 2013. Highway safety product sales in 2013 were comparable with 2012, as spending for roads and highways in Australia continues to be relatively weak due to budgetary restrictions.

34

        Operating income for the segment in the second quarter and first half of fiscal 2013 increased, as compared with the same periods of fiscal 2012, due primarily to:

•

improved operating performance of our pole structures operations in Europe and Asia Pacific, due to better sales mix, better factory operating performance and lower SG&A spending;

•

improved North American communication product sales, and;

•

operating profit generated from Locker (approximately $0.9 million and $1.3 million, respectively).

        The increase in SG&A spending was attributable to Locker (approximately $3.6 million and $6.6 million, respectively). SG&A spending otherwise was lower in 2013, as compared with 2012, mainly associated with cost cutting measures taken in Europe in the latter part of 2012.

Utility Support Structures (Utility) segment

        In the Utility segment, the sales increase in the second quarter and first half of fiscal 2013, as compared with 2012, was due mainly to improved sales in the U.S. market. While international sales were lower in the second quarter of 2013, as compared with the same period of 2012, year-to-date international sales in 2013 improved over fiscal 2012. International utility sales are more dependent on bid projects than North America.

        In the U.S., electrical utility companies continue to invest in the electrical grid at a high rate, as evidenced by record backlogs at December 29, 2012 and continued strong order flow in 2013. Certain low margin orders that shipped and were completed in fiscal 2012 contributed to improved sales prices and mix in 2013, as compared with 2012. In international markets, the year-to-date sales increase was related to higher sales in the Asia Pacific region and certain project sales in Africa.

        Operating income in fiscal 2013, as compared with 2012, increased due to the increase in sales volumes, improved sales pricing and mix and favorable leverage of fixed costs. In addition, the second quarter and first half of fiscal 2012 included approximately $5.8 million and $7.1 million, respectively, of unanticipated production and rework costs associated with one large order. These costs did not recur in fiscal 2013, which contributed to the gross profit improvements in fiscal 2013, as compared with 2012. The increases in SG&A expense in the second quarter and first half of fiscal 2013, as compared with fiscal 2012, were mainly due to increased employee compensation ($0.5 million and $1.3 million, respectively) and incentives ($0.3 million and $0.8 million, respectively) associated with the increase in business levels and operating income.

Coatings segment

        Coatings segment sales increased in the second quarter and first half of fiscal 2013, as compared with 2012, due mainly to the December 2012 PMG acquisition. In North America, we experienced slightly lower external demand for galvanizing services, although internal demand from our other segments was higher in the second quarter and first half of 2013, as compared with 2012. Asia Pacific volumes in 2013 were lower than 2012 due to weak demand in Australia. Unit pricing in 2013 was comparable with 2012.

        The increase in segment operating income in the second quarter and first half of fiscal 2013, as compared with 2012, was mainly due to the gain on the sale of an Australian galvanizing operation in the second quarter of fiscal 2013 of $4.6 million, and operating income provided by PMG ($1.2 million and $1.5 million, respectively). These two positive effects on fiscal 2013 operating income were offset to an extent by the effect of lower external demand for coatings services and a non-recurring favorable settlement with a vendor in the second quarter of fiscal 2012 of approximately $0.9 million.

35

Irrigation segment

        The increase in Irrigation segment net sales in the second quarter and first half of fiscal 2013, as compared with 2012, was mainly due to sales volume increases in both North American and International markets. The pricing and sales mix effect was generally due to sales price increases that took effect in 2012 to recover higher material costs in early 2012. In global markets, the sales growth was due to very strong agricultural economies around the world. Farm commodity prices continue to be favorable. 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. In addition, in North America, we believe widespread drought throughout much of the country in 2012 further highlighted the benefits of center pivot irrigation and contributed to enhanced demand for our products. In international markets, sales improved in the second quarter and first half of fiscal 2013, as compared with 2012, mainly due to increased activity in Brazil and Eastern Europe. On balance, sales in other international regions in the second quarter and first half of fiscal 2013 were comparable to the same periods of a strong fiscal 2012.

        Operating income for the segment improved in fiscal 2013 over 2012, due to improved sales unit volumes in North America and related price increases. Moderating raw material prices in light of higher selling prices also contributed to improved operating income in 2013, as compared with 2012. The most significant reason for the increase in SG&A expense in 2013, as compared with 2012, related to employee compensation costs and incentives (approximately $2.3 million and $3.1 million, respectively), $1.2 million in bad debt provisions for international receivables recorded in the second quarter of 2013 and other expenses to support the business activity levels and product development.

Other

        This unit includes the grinding media, industrial tubing, electrolytic manganese and industrial fasteners operations. The decrease in sales in the second quarter and first half of fiscal 2013, as compared with 2012, was mainly due lower sales volumes and sales prices. Operating income in the second quarter and first half of fiscal 2013 was comparable with the same periods in 2012, as lower raw material prices helped to dampen the effects of lower selling prices.

Net corporate expense

        Net corporate expense in the second quarter and first half of fiscal 2013 increased over the same periods in fiscal 2012. These increases were mainly due to:

•

higher employee incentives associated with improved net earnings and share price, which affected long-term incentive plans (approximately $3.9 million and $5.6 million, respectively);

•

insurance settlements realized in the second quarter of 2012 related to a fire and storm damage to one of our galvanizing facilities in Australia of $1.4 million that did not recur in fiscal 2013;

•

higher compensation and employee benefit costs (approximately $1.0 million and $2.7 million, respectively), and;

•

increased expenses associated with the Delta Pension Plan (approximately $0.6 million and $1.2 million, respectively).

        These increases were partially offset by 2012 stamp duties incurred in the first quarter of fiscal 2012 related to the 2011 Delta legal restructuring of $1.2 million that did not recur in 2013.

36

Liquidity and Capital Resources

Cash Flows

        Working Capital and Operating Cash Flows—Net working capital was $1,102.6 million at June 29, 2013, as compared with $1,013.5 million at December 29, 2012. The increase in net working capital in 2013 mainly resulted from increased cash on hand. Cash flow provided by operations was $175.6 million in fiscal 2013, as compared with $3.5 million used by operations in fiscal 2012. The increase in operating cash flow in 2013 was the result of the improvement in net earnings and working capital management in 2013, as compared with 2012. Despite higher sales levels, receivable and inventory levels were comparable with December 2012. Receivable turnover was slightly better in 2013, as compared with 2012, in part due to strong sales in North America, where collections generally are faster than at international locations. Inventory levels in June 2013 were comparable with December 2012, due to generally improved material lead times and has resulted in us being able to maintain lower inventory stocks at June 2013, as compared with December 2012.

        Investing Cash Flows—Capital spending in the first half of fiscal 2013 was $54.3 million, as compared with $39.2 million for the same period in 2012. The most significant capital spending projects in 2013 included certain capacity expansions in the Utility and Irrigation segments. We expect our capital spending for the 2013 fiscal year to be approximately $110 million. The increase in expected capital spending over 2012 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. In 2013, investing cash flows included proceeds from asset sales of $39.1 million, principally consisting of $29.2 million received from the sale of our 49% owned non-consolidated subsidiary in South Africa and $8.2 million received from the sale of the Western Australia galvanizing operation. Investing cash flows also included $53.2 million paid for the Locker acquisition.

        Financing Cash Flows—Our total interest-bearing debt increased slightly to $488.1 million at June 29, 2013 from $486.2 million at December 29, 2012. Financing cash flows overall were lower in fiscal 2013, as compared with 2012. The main reasons for the decrease related to higher dividend payments associated with an increase in per share dividends in fiscal 2013 and lower excess tax benefits related to stock option exercises.

Financing and Capital

        We have historically funded our growth, capital spending and acquisitions through a combination of operating cash flows and debt financing. We have an internal long-term objective to maintain long-term debt as a percent of invested capital at or below 40%. At June 29, 2013, our long-term debt to invested capital ratio was 22.8%, as compared with 23.9% at December 29, 2012. 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 2013.

        Our debt financing at June 29, 2013 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $106.6 million, $90.6 million of which was unused at June 29, 2013. Our long-term debt principally consists of:

•

$450 million face value ($462 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

37

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

•

The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50 basis points plus in each case, 25 to 100 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA, or

•

LIBOR (based on a 1 week interest period) plus 125 to 225 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA.

        At June 29, 2013 and December 29, 2012, 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 June 29, 2013, we had the ability to borrow $384.5 million under this facility, after consideration of standby letters of credit of $15.5 million associated with certain insurance obligations.

        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 3.5X EBITDA of the prior four quarters; and

•

EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

        At June 29, 2013, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at June 29, 2013 were as follows:

Interest-bearing debt	$	488,123
EBITDA—last four quarters		545,633
Leverage ratio		0.89
EBITDA—last four quarters	$	545,633
Interest expense—last four quarters		32,612
Interest earned ratio		16.73

38

        The calculation of EBITDA—last four quarters (June 30, 2012 through June 29, 2013) is as follows:

Net cash flows from operations	$	376,227
Interest expense		32,612
Income tax expense		150,085
Deferred income tax benefit		(3,448	)
Noncontrolling interest		(5,727	)
Equity in earnings of nonconsolidated subsidiaries		2,826
Stock-based compensation		(6,104	)
Pension plan expense		(5,476	)
Contribution to pension plan		11,187
Changes in assets and liabilities		(11,136	)
Other		4,587
EBITDA	$	545,633
Net earnings attributable to Valmont Industries, Inc.	$	288,899
Interest expense		32,612
Income tax expense		150,085
Depreciation and amortization expense		74,037
EBITDA	$	545,633

        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 $620.4 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at June 29, 2013, approximately $352.0 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 $42.4 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 37 in our Form 10-K for the fiscal year ended December 29, 2012.

Off Balance Sheet Arrangements

        There have been no changes in our off balance sheet arrangements as described on page 38 in our Form 10-K for the fiscal year ended December 29, 2012.

Critical Accounting Policies

        There have been no changes in our critical accounting policies as described on pages 39-43 in our Form 10-K for the fiscal year ended December 29, 2012 during the quarter ended June 29, 2013.

39

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        There were no material changes in the company's market risk during the quarter ended June 29, 2013. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 29, 2012.

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.

40

PART II. OTHER INFORMATION

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

Issuer Purchases of Equity Securities

	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
March 31, 2013 to April 27, 2013		—		—		—		—
April 28, 2013 to June 1, 2013		7,919		154.91		—		—
June 2, 2013 to June 29, 2013		—		—		—		—
Total		7,919	$	154.91		—		—

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

Item 6.    Exhibits

(a)

Exhibits

Exhibit No.		Description
	31.1	Section 302 Certificate of Chief Executive Officer
	31.2	Section 302 Certificate of Chief Financial Officer
	32.1	Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
	101	The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended June 29, 2013, 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.

41

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/ RICHARD P. HEYSE
Richard P. Heyse
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Dated this 25th day of July, 2013.

42

Index of Exhibits

Exhibit No.		Description
	31.1	Section 302 Certificate of Chief Executive Officer
	31.2	Section 302 Certificate of Chief Financial Officer
	32.1	Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
	101	The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended June 29, 2013, 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.

43

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Mogens C. Bay, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 29, 2013 of Valmont Industries, Inc.;

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

d)

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

5.

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

a)

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

b)

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

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

Date: July 25, 2013

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

I, Richard P. Heyse, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 29, 2013 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/ RICHARD P. HEYSE
Richard P. Heyse
Executive Vice President and Chief Financial Officer

Date: July 25, 2013

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Exhibit 31.2

EX-32.1

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

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

        The undersigned, Mogens C. Bay, Chairman and Chief Executive Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2013 (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 25th day of July, 2013.

/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, Richard P. Heyse, Executive Vice President and Chief Financial Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2013 (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 25th day of July, 2013.

/s/ RICHARD P. HEYSE
Richard P. Heyse
Executive 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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 29, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Components of inventories

	June 29, 2013		December 29, 2012
Raw materials and purchased parts	$	182,907	$	199,808
Work-in-process		39,385		36,114
Finished goods and manufactured goods		233,584		222,284
Subtotal		455,876		458,206
Less: LIFO reserve		42,468		45,822
	$	413,408	$	412,384

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
United States	$	98,684	$	68,132	$	187,421	$	130,827
Foreign		39,531		21,732		63,703		37,703
	$	138,215	$	89,864	$	251,124	$	168,530

Schedule of components of the net periodic pension expense

	2013			2012
Net periodic benefit expense:
Interest cost	$	13,058		$	11,594
Expected return on plan assets		(9,813	)		(9,544	)
Net periodic benefit expense	$	3,245		$	2,050

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

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
Compensation expense	$	1,314	$	1,245	$	2,627	$	2,490
Income tax benefits		505		479		1,011		959

Schedule of Trading Securities measured at fair value

			Fair Value Measurement Using:
	Carrying Value June 29, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	24,562	$	24,562	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 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	$	20,087	$	20,087	$	—	$	—

Components of accumulated other comprehensive income (loss)

	Foreign Currency Translation Adjustments			Unrealized Loss on Cash Flow Hedge			Defined Benefit Pension Plan			Accumulated Other Comprehensive Income
Balance at December 29, 2012	$	30,576		$	(2,935	)	$	16,297		$	43,938
Current-period comprehensive income (loss)		(62,263	)		200			(894	)		(62,957	)
Balance at June 29, 2013	$	(31,687	)	$	(2,735	)	$	15,403		$	(19,019	)

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 29, 2013	Dec. 29, 2012
Current assets:
Cash and cash equivalents	$ 490,477	$ 414,129
Receivables, net	513,766	515,902
Inventories	413,408	412,384
Prepaid expenses	33,587	25,144
Refundable and deferred income taxes	68,168	58,381
Total current assets	1,519,406	1,425,940
Property, plant and equipment, at cost	1,018,988	994,774
Less accumulated depreciation and amortization	488,506	482,162
Net property, plant and equipment	530,482	512,612
Goodwill	332,367	330,791
Other intangible assets, net	168,470	172,270
Other assets	100,898	126,938
Total assets	2,651,623	2,568,551
Current liabilities:
Current installments of long-term debt	457	224
Notes payable to banks	16,004	13,375
Accounts payable	212,097	212,424
Accrued employee compensation and benefits	100,536	101,905
Accrued expenses	80,988	78,503
Dividends payable	6,693	6,002
Total current liabilities	416,775	412,433
Deferred income taxes	80,151	88,300
Long-term debt, excluding current installments	471,662	472,593
Defined benefit pension liability	98,707	112,043
Deferred compensation	37,117	31,920
Other noncurrent liabilities	48,854	44,252
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	1,458,326	1,300,529
Accumulated other comprehensive income (loss)	(19,019)	43,938
Treasury stock	(21,317)	(22,455)
Total Valmont Industries, Inc. shareholders' equity	1,445,890	1,349,912
Noncontrolling interest in consolidated subsidiaries	52,467	57,098
Total shareholders' equity	1,498,357	1,407,010
Total liabilities and shareholders' equity	$ 2,651,623	$ 2,568,551

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ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

6 Months Ended

Jun. 29, 2013

ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

(2) ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

        On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group Holdings Pty. Ltd. (Locker). Locker is a manufacturer of perforated and expanded metal for the non-residential market, industrial flooring and handrails for the access systems market, and screening media for applications in the industrial and mining sectors in Australia and Asia. Locker's annual sales for the twelve months prior to the acquisition date were approximately $80,000 and its operations are reported in the Engineered Infrastructure Products Segment. The purchase price paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of $7,911 additional purchase price may be paid to the sellers upon the achievement of certain gross profit and inventory targets over the next two years. The Company determined the present value of the potential additional purchase price at February 5, 2013 to be $6,175. The acquisition, which was funded by cash held by the Company, was completed to expand our product offering and sales coverage for access systems and related products in Asia Pacific.

        The preliminary fair value measurement was completed at June 29, 2013, subject to final independent reviews of the fair value assessments of assets acquired and liabilities assumed. The Company expects the fair value measurement process to be completed in the third quarter of 2013.

        The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition.

	At February 5, 2013
Current assets	$	25,584
Property, plant and equipment		20,412
Intangible assets		11,199
Goodwill		13,326
Total fair value of assets acquired	$	70,521
Current liabilities		9,595
Deferred income taxes		481
Other non-current liabilities		677
Non-controlling interests		325
Total fair value of liabilities assumed and non-controlling interests		11,078
Net assets acquired	$	59,443

        The Company's Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended June 29, 2013 included net sales of $18,082 and $29,936, respectively, and net earnings of $288 and $539, respectively, resulting from Locker's operations from February 5, 2013 to June 29, 2013.

        Based on the fair value assessments, the Company allocated $11,199 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Locker acquired intangible assets and the respective weighted-average amortization periods:

	Amount		Weighted Average Amortization Period (Years)
Trade Names	$	4,116		Indefinite
Customer Relationships		6,047		10.0
Software and Technology		1,036		5.0
	$	11,199

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012	Mar. 30, 2013	Dec. 29, 2012
Condensed Consolidated Financial Statements
Increase in EIP segment sales			$ 10,034		$ 16,062
Inventories
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent)		40.00%		40.00%			43.00%
Excess of replacement cost of inventories over the LIFO value		42,468		42,468			45,822
Raw materials and purchased parts		182,907		182,907			199,808
Work-in-process		39,385		39,385			36,114
Finished goods and manufactured goods		233,584		233,584			222,284
Subtotal		455,876		455,876			458,206
Less: LIFO reserve		42,468		42,468			45,822
Net inventory		413,408		413,408			412,384
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries
United States		98,684	68,132	187,421	130,827
Foreign		39,531	21,732	63,703	37,703
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		138,215	89,864	251,124	168,530
Accounting policy disclosures
Shares of common stock available for issuance		1,700,000		1,700,000
Equity Method Investments
Proceeds from sale of assets	29,250			39,054	4,867
Foreign currency translation adjustments				(5,194)
Deferred tax benefits						3,200
Stock option plans
Accounting policy disclosures
Compensation expense		1,314	1,245	2,627	2,490
Income tax benefits		$ 505	$ 479	$ 1,011	$ 959
Maximum | Stock option plans
Accounting policy disclosures
Vesting period of options				6 years
Expiration period of grant				10 years
Minimum | Stock option plans
Accounting policy disclosures
Vesting period of options				3 years
Expiration period of grant				6 years

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ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD. (Tables)

6 Months Ended

Jun. 29, 2013

ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

Summary of preliminary fair values of the assets acquired and liabilities assumed

	At February 5, 2013
Current assets	$	25,584
Property, plant and equipment		20,412
Intangible assets		11,199
Goodwill		13,326
Total fair value of assets acquired	$	70,521
Current liabilities		9,595
Deferred income taxes		481
Other non-current liabilities		677
Non-controlling interests		325
Total fair value of liabilities assumed and non-controlling interests		11,078
Net assets acquired	$	59,443

Summary of the major classes of acquired intangible assets and the respective weighted-average amortization periods

	Amount		Weighted Average Amortization Period (Years)
Trade Names	$	4,116		Indefinite
Customer Relationships		6,047		10.0
Software and Technology		1,036		5.0
	$	11,199

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net earnings	$ 91,316	$ 61,159	$ 169,456	$ 113,747
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period	(52,962)	(30,821)	(62,582)	(1,259)
Realized loss included in net earnings during the period			(5,194)
Foreign currency translation adjustment	(52,962)	(30,821)	(67,776)	(1,259)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense	100	100	200	200
Loss arising during the period	100	100	200	200
Actuarial gain (loss) in defined benefit pension plan liability	42	(1,238)	(894)	633
Other comprehensive income (loss)	(52,820)	(31,959)	(68,470)	(426)
Comprehensive income	38,496	29,200	100,986	113,321
Comprehensive income attributable to noncontrolling interests	1,549	2,533	3,189	(2,481)
Comprehensive income attributable to Valmont Industries, Inc.	40,045	31,733	104,175	110,840
Parent
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net earnings	89,563	59,980	167,132	112,305
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense	100	100	200	200
Loss arising during the period	100	100	200	200
Equity in other comprehensive income	(49,618)	(28,347)	(63,157)	(1,665)
Other comprehensive income (loss)	(49,518)	(28,247)	(62,957)	(1,465)
Comprehensive income	40,045	31,733	104,175	110,840
Comprehensive income attributable to Valmont Industries, Inc.	40,045	31,733	104,175	110,840
Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net earnings	32,003	23,307	59,510	45,379
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period	65,807	14,123	27,486	(2,244)
Foreign currency translation adjustment	65,807	14,123	27,486	(2,244)
Unrealized loss on cash flow hedge:
Other comprehensive income (loss)	65,807	14,123	27,486	(2,244)
Comprehensive income	97,810	37,430	86,996	43,135
Comprehensive income attributable to Valmont Industries, Inc.	97,810	37,430	86,996	43,135
Non-Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net earnings	38,550	32,381	67,811	55,613
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period	(118,769)	(38,433)	(90,068)	7,496
Realized loss included in net earnings during the period			(5,194)
Foreign currency translation adjustment	(118,769)	(38,433)	(95,262)	7,496
Unrealized loss on cash flow hedge:
Actuarial gain (loss) in defined benefit pension plan liability	42	(1,238)	(894)	633
Other comprehensive income (loss)	(118,727)	(39,671)	(96,156)	8,129
Comprehensive income	(80,177)	(7,290)	(28,345)	63,742
Comprehensive income attributable to noncontrolling interests	1,549	2,533	3,189	(2,481)
Comprehensive income attributable to Valmont Industries, Inc.	(78,628)	(4,757)	(25,156)	61,261
Eliminations
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net earnings	(68,800)	(54,509)	(124,997)	(99,550)
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		(6,511)		(6,511)
Foreign currency translation adjustment		(6,511)		(6,511)
Unrealized loss on cash flow hedge:
Equity in other comprehensive income	49,618	28,347	63,157	1,665
Other comprehensive income (loss)	49,618	21,836	63,157	(4,846)
Comprehensive income	(19,182)	(32,673)	(61,840)	(104,396)
Comprehensive income attributable to Valmont Industries, Inc.	$ (19,182)	$ (32,673)	$ (61,840)	$ (104,396)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013
Foreign Currency Translation Adjustments
Balance at the beginning of the period	$ 30,576
Current-period comprehensive income (loss)	(62,263)
Balance at the end of the period	(31,687)
Unrealized Loss on Cash Flow Hedge
Balance at the beginning of the period	(2,935)
Current-period comprehensive income (loss)	200
Balance at the end of the period	(2,735)
Defined Benefit Pension Plan
Balance at the beginning of the period	16,297
Current-period comprehensive income (loss)	(894)
Balance at the end of the period	15,403
Accumulated other comprehensive income (loss)
Balance at the beginning of the period	43,938
Current-period comprehensive income (loss)	(62,957)
Balance at the end of the period	$ (19,019)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (Assets measured at fair value, USD $) In Thousands, unless otherwise specified	Jun. 29, 2013	Dec. 29, 2012
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets and liabilities measured at fair value
Trading Securities	$ 24,562	$ 20,087
Carrying Value
Assets and liabilities measured at fair value
Trading Securities	$ 24,562	$ 20,087

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
Basic EPS
Net earnings attributable to Valmont Industries, Inc, basic	$ 89,563	$ 59,980	$ 167,132	$ 112,305
Shares outstanding basic	26,648	26,467	26,615	26,432
Per share amount basic (in dollars per share)	$ 3.36	$ 2.27	$ 6.28	$ 4.25
Dilutive Effect of Stock Options
Dilutive effect of stock options number of shares	262	291	269	286
Dilutive effect of stock options (in dollars per share)	$ (0.03)	$ (0.03)	$ (0.06)	$ (0.05)
Diluted EPS
Net earnings attributable to Valmont Industries, Inc, diluted	$ 89,563	$ 59,980	$ 167,132	$ 112,305
Shares outstanding dilutive	26,910	26,758	26,884	26,718
Per share amount diluted (in dollars per share)	$ 3.33	$ 2.24	$ 6.22	$ 4.20
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)	1,172		1,172	0

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 5) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net earnings		$ 91,316	$ 61,159	$ 169,456	$ 113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization				38,186	34,367
Stock-based compensation				3,342	3,067
Defined benefit pension plan expense				3,245	2,050
Contribution to defined benefit pension plan				(10,346)	(10,750)
Gain on sale of property, plant and equipment				(5,071)	(164)
Equity in earnings in nonconsolidated subsidiaries				(473)	(3,775)
Deferred income taxes				(4,729)	(4,456)
Changes in assets and liabilities (net of acquisitions):
Receivables				(3,331)	(69,922)
Inventories				(2,491)	(48,498)
Prepaid expenses				(5,910)	(4,060)
Accounts payable				736	1,976
Accrued expenses				2,916	(621)
Other noncurrent liabilities				1,873	(408)
Income taxes payable (refundable)				(11,810)	(16,090)
Net cash flows from operating activities				175,593	(3,537)
Cash flows from investing activities:
Purchase of property, plant and equipment				(54,258)	(39,221)
Proceeds from sale of assets	29,250			39,054	4,867
Acquisitions, net of cash acquired				(53,152)
Other, net				(133)	1,837
Net cash flows from investing activities				(68,489)	(32,517)
Cash flows from financing activities:
Net borrowings under short-term agreements				2,620	5,931
Proceeds from long-term borrowings				68	39,126
Principal payments on long-term borrowings				(303)	(39,232)
Proceeds from sale of partial ownership interest					1,404
Dividends paid				(12,021)	(9,545)
Dividends to noncontrolling interest				(1,767)	(1,379)
Proceeds from exercises under stock plans				14,098	15,153
Excess tax benefits from stock option exercises				305	3,211
Purchase of common treasury shares - stock plan exercises:				(13,602)	(14,086)
Net cash flows from financing activities				(10,602)	583
Effect of exchange rate changes on cash and cash equivalents				(20,154)	958
Net change in cash and cash equivalents				76,348	(34,513)
Cash and cash equivalents-beginning of year				414,129	362,894
Cash and cash equivalents-end of period		490,477	328,381	490,477	328,381
Parent
Cash flows from operating activities:
Net earnings		89,563	59,980	167,132	112,305
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization				9,834	9,121
Stock-based compensation				3,342	3,067
Gain on sale of property, plant and equipment				337	(65)
Equity in earnings in nonconsolidated subsidiaries				(266)	157
Deferred income taxes				(2,504)	(2,769)
Changes in assets and liabilities (net of acquisitions):
Receivables				453	(11,412)
Inventories				10,524	(10,063)
Prepaid expenses				579	(1,332)
Accounts payable				(6,052)	(13,913)
Accrued expenses				4,471	3,009
Other noncurrent liabilities				3,058	719
Income taxes payable (refundable)				(10,415)	(13,249)
Net cash flows from operating activities				180,493	75,575
Cash flows from investing activities:
Purchase of property, plant and equipment				(22,826)	(15,037)
Proceeds from sale of assets				1,466	98
Other, net				(53,317)	(59,181)
Net cash flows from investing activities				(74,677)	(74,120)
Cash flows from financing activities:
Proceeds from long-term borrowings					39,000
Principal payments on long-term borrowings				(186)	(39,191)
Dividends paid				(12,021)	(9,545)
Proceeds from exercises under stock plans				14,098	15,153
Excess tax benefits from stock option exercises				305	3,211
Purchase of common treasury shares - stock plan exercises:				(13,602)	(14,086)
Net cash flows from financing activities				(11,406)	(5,458)
Net change in cash and cash equivalents				94,410	(4,003)
Cash and cash equivalents-beginning of year				40,926	27,545
Cash and cash equivalents-end of period		135,336	23,542	135,336	23,542
Guarantors
Cash flows from operating activities:
Net earnings		32,003	23,307	59,510	45,379
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization				6,452	6,341
Gain on sale of property, plant and equipment				36	(44)
Deferred income taxes				1,702	139
Changes in assets and liabilities (net of acquisitions):
Receivables				5,235	(27,844)
Inventories				1,643	(7,131)
Prepaid expenses				318	266
Accounts payable				(2,877)	5,395
Accrued expenses				(1,932)	(1,227)
Income taxes payable (refundable)				(1,943)	38
Net cash flows from operating activities				68,144	21,312
Cash flows from investing activities:
Purchase of property, plant and equipment				(18,569)	(6,017)
Proceeds from sale of assets				32	52
Other, net				(99,472)	6,599
Net cash flows from investing activities				(118,009)	634
Cash flows from financing activities:
Effect of exchange rate changes on cash and cash equivalents				(3,600)	270
Net change in cash and cash equivalents				(53,465)	22,216
Cash and cash equivalents-beginning of year				83,203	18,257
Cash and cash equivalents-end of period		29,738	40,473	29,738	40,473
Non-Guarantors
Cash flows from operating activities:
Net earnings		38,550	32,381	67,811	55,613
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization				21,900	18,905
Defined benefit pension plan expense				3,245	2,050
Contribution to defined benefit pension plan				(10,346)	(10,750)
Gain on sale of property, plant and equipment				(5,444)	(55)
Equity in earnings in nonconsolidated subsidiaries				(207)	(3,932)
Deferred income taxes				(3,927)	(1,826)
Changes in assets and liabilities (net of acquisitions):
Receivables				(9,019)	(30,666)
Inventories				(14,658)	(31,471)
Prepaid expenses				(6,807)	(2,994)
Accounts payable				9,665	10,494
Accrued expenses				377	(2,403)
Other noncurrent liabilities				(1,185)	(1,127)
Income taxes payable (refundable)				(277)	(2,879)
Net cash flows from operating activities				51,128	(1,041)
Cash flows from investing activities:
Purchase of property, plant and equipment				(12,863)	(18,167)
Proceeds from sale of assets				37,556	4,717
Acquisitions, net of cash acquired				(53,152)
Other, net				28,484	(44,964)
Net cash flows from investing activities				25	(58,414)
Cash flows from financing activities:
Net borrowings under short-term agreements				2,620	5,931
Proceeds from long-term borrowings				68	126
Principal payments on long-term borrowings				(117)	(41)
Proceeds from sale of partial ownership interest					1,404
Dividends to noncontrolling interest				(1,767)	(1,379)
Net cash flows from financing activities				804	6,041
Effect of exchange rate changes on cash and cash equivalents				(16,554)	688
Net change in cash and cash equivalents				35,403	(52,726)
Cash and cash equivalents-beginning of year				290,000	317,092
Cash and cash equivalents-end of period		325,403	264,366	325,403	264,366
Eliminations
Cash flows from operating activities:
Net earnings		(68,800)	(54,509)	(124,997)	(99,550)
Changes in assets and liabilities (net of acquisitions):
Inventories					167
Income taxes payable (refundable)				825
Net cash flows from operating activities				(124,172)	(99,383)
Cash flows from investing activities:
Other, net				124,172	99,383
Net cash flows from investing activities				$ 124,172	$ 99,383

XML

GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2013	Dec. 29, 2012
Webforge
Non-amortized intangible assets
Carrying value of trade names	$ 16,456	$ 17,411
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	8,685	9,189
Donhad
Non-amortized intangible assets
Carrying value of trade names	6,552	6,932
Industrial Galvanizers
Non-amortized intangible assets
Carrying value of trade names	3,809	4,030
Other
Non-amortized intangible assets
Carrying value of trade names	14,355	11,019
Trade names
Non-amortized intangible assets
Carrying value of trade names	$ 60,968	$ 59,692

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012
Net periodic benefit expense:
Interest cost	$ 13,058	$ 11,594
Expected return on plan assets	(9,813)	(9,544)
Net periodic benefit expense	$ 3,245	$ 2,050

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net earnings	$ 169,456	$ 113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	38,186	34,367
Stock-based compensation	3,342	3,067
Defined benefit pension plan expense	3,245	2,050
Contribution to defined benefit pension plan	(10,346)	(10,750)
Gain on sale of property, plant and equipment	(5,071)	(164)
Equity in earnings in nonconsolidated subsidiaries	(473)	(3,775)
Deferred income taxes	(4,729)	(4,456)
Changes in assets and liabilities (net of acquisitions):
Receivables	(3,331)	(69,922)
Inventories	(2,491)	(48,498)
Prepaid expenses	(5,910)	(4,060)
Accounts payable	736	1,976
Accrued expenses	2,916	(621)
Other noncurrent liabilities	1,873	(408)
Income taxes payable	(11,810)	(16,090)
Net cash flows from operating activities	175,593	(3,537)
Cash flows from investing activities:
Purchase of property, plant and equipment	(54,258)	(39,221)
Proceeds from sale of assets	39,054	4,867
Acquisitions, net of cash acquired	(53,152)
Other, net	(133)	1,837
Net cash flows from investing activities	(68,489)	(32,517)
Cash flows from financing activities:
Net borrowings under short-term agreements	2,620	5,931
Proceeds from long-term borrowings	68	39,126
Principal payments on long-term borrowings	(303)	(39,232)
Proceeds from sale of partial ownership interest		1,404
Dividends paid	(12,021)	(9,545)
Dividends to noncontrolling interest	(1,767)	(1,379)
Proceeds from exercises under stock plans	14,098	15,153
Excess tax benefits from stock option exercises	305	3,211
Purchase of common treasury shares-stock plan exercises	(13,602)	(14,086)
Net cash flows from financing activities	(10,602)	583
Effect of exchange rate changes on cash and cash equivalents	(20,154)	958
Net change in cash and cash equivalents	76,348	(34,513)
Cash and cash equivalents-beginning of year	414,129	362,894
Cash and cash equivalents-end of period	$ 490,477	$ 328,381

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical)	6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Stock plan exercises; shares acquired	85,874	119,928
Stock options exercised; shares issued	177,902	230,141
Stock awards; shares issued	2,667	402

XML

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 29, 2013

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

(3) GOODWILL AND INTANGIBLE ASSETS

• Amortized Intangible Assets

        The components of amortized intangible assets at June 29, 2013 and December 29, 2012 were as follows:

	June 29, 2013
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	171,290	$	68,632	13 years
Proprietary Software & Database		3,949		2,824	6 years
Patents & Proprietary Technology		9,592		6,084	8 years
Non-compete Agreements		1,793		1,582	6 years
	$	186,624	$	79,122

	December 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	170,556	$	62,957	13 years
Proprietary Software & Database		3,073		2,795	6 years
Patents & Proprietary Technology		9,953		5,517	8 years
Non-compete Agreements		1,807		1,542	6 years
	$	185,389	$	72,811

        Amortization expense for intangible assets for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, respectively was as follows:

Thirteen Weeks Ended				Twenty-six Weeks Ended
2013		2012		2013		2012
$	3,458	$	3,624	$	7,696	$	7,169

        Estimated annual amortization expense related to finite-lived intangible assets is as follows:

	Estimated Amortization Expense
2013	$	15,715
2014		14,898
2015		14,053
2016		13,518
2017		13,479

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

• Non-amortized intangible assets

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at June 29, 2013 and December 29, 2012 were as follows:

	June 29, 2013		December 29, 2012		Year Acquired
Webforge	$	16,456	$	17,411		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		8,685		9,189		2010
Donhad		6,552		6,932		2010
Industrial Galvanizers		3,809		4,030		2010
Other		14,355		11,019
	$	60,968	$	59,692

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

        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 June 29, 2013 and December 29, 2012 was as follows:

	Engineered Infrastructure Products Segment			Utility Support Structures Segment			Coatings Segment			Irrigation Segment			Other			Total
Balance at December 29, 2012	$	155,185		$	77,141		$	77,053		$	2,517		$	18,895		$	330,791
Acquisitions		13,326			—			—			—			—			13,326
Foreign currency translation		(9,663	)		—			(998	)		(54	)		(1,035	)		(11,750	)
Other		1,737			(1,737	)		—			—			—			—
Balance at June 29, 2013	$	160,585		$	75,404		$	76,055		$	2,463		$	17,860		$	332,367

        The goodwill from acquisitions arose from the acquisition of Locker. 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 29, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

• Condensed Consolidated Financial Statements

        The Condensed Consolidated Balance Sheet as of June 29, 2013, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the twenty-six week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of June 29, 2013 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 29, 2012. 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 29, 2012. In 2013, the Company changed its presentation of certain intercompany utility structure sales to align with management's current reporting structure. In 2013, those sales were recorded as part of the Engineered Infrastructure Products (EIP) segment. In 2012, these sales were recorded in the Utility Support Structures segment. Fiscal 2012 reporting was reclassified to conform with the 2013 presentation. Accordingly, fiscal 2012 EIP segment sales (and the associated intersegment sales elimination) for the thirteen and twenty-six weeks ended June 30, 2012 increased by $10,034 and $16,062, respectively. Fiscal 2012 segment sales (after intersegment sales eliminations) and operating income were unchanged from amounts previously reported. The results of operations for the period ended June 29, 2013 are not necessarily indicative of the operating results for the full year.

• Inventories

        Approximately 40% and 43% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of June 29, 2013 and December 29, 2012, 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 $42,468 and $45,822 at June 29, 2013 and December 29, 2012, respectively.

        Inventories consisted of the following:

	June 29, 2013		December 29, 2012
Raw materials and purchased parts	$	182,907	$	199,808
Work-in-process		39,385		36,114
Finished goods and manufactured goods		233,584		222,284
Subtotal		455,876		458,206
Less: LIFO reserve		42,468		45,822
	$	413,408	$	412,384

• Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
United States	$	98,684	$	68,132	$	187,421	$	130,827
Foreign		39,531		21,732		63,703		37,703
	$	138,215	$	89,864	$	251,124	$	168,530

• Pension Benefits

        The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

        The components of the net periodic pension expense for the twenty-six weeks ended June 29, 2013 and June 30, 2012 were as follows:

	2013			2012
Net periodic benefit expense:
Interest cost	$	13,058		$	11,594
Expected return on plan assets		(9,813	)		(9,544	)
Net periodic benefit expense	$	3,245		$	2,050

• Stock Plans

        The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At June 29, 2013, 1,700,000 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 twenty-six weeks ended June 29, 2013 and June 30, 2012, respectively, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
Compensation expense	$	1,314	$	1,245	$	2,627	$	2,490
Income tax benefits		505		479		1,011		959

• Equity Method Investments

        The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. In February 2013, the Company sold its nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the business for approximately $29,250. The profit on the sale was not significant, which included the recognition of $5,194 in currency translation adjustments previously recorded as part of "Accumulated other comprehensive income" on the Condensed consolidated balance sheet. The Company also recognized certain deferred tax benefits of approximately $3,200 associated with the sale in the first quarter of fiscal 2013.

• 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 June 29, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	24,562	$	24,562	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 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	$	20,087	$	20,087	$	—	$	—

• Comprehensive Income

        Comprehensive income includes net earnings, 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 June 29, 2013 and December 29, 2012:

	Foreign Currency Translation Adjustments			Unrealized Loss on Cash Flow Hedge			Defined Benefit Pension Plan			Accumulated Other Comprehensive Income
Balance at December 29, 2012	$	30,576		$	(2,935	)	$	16,297		$	43,938
Current-period comprehensive income (loss)		(62,263	)		200			(894	)		(62,957	)
Balance at June 29, 2013	$	(31,687	)	$	(2,735	)	$	15,403		$	(19,019	)

XML

ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD. (Details) (Locker, USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended	6 Months Ended
	Feb. 05, 2013	Jun. 29, 2013	Jun. 29, 2013
Acquisition
Ownership percentage acquired	100.00%
Annual sales	$ 80,000
Cash acquired	116
Purchase price paid	53,152
Period at the end of which contingent consideration is to be paid	2 years
Present value of the potential additional purchase price	6,175
Fair values of the assets acquired and liabilities assumed
Current assets	25,584
Property, plant and equipment	20,412
Intangible assets	11,199
Goodwill	13,326
Total fair value of assets acquired	70,521
Current liabilities	9,595
Deferred income taxes	481
Other non-current liabilities	677
Non-controlling interests	325
Total fair value of liabilities assumed and non-controlling interests	11,078
Net assets acquired	59,443
Net sales and net earnings included in Consolidated Statements of Earnings
Net sales included in Consolidated Statements of Earnings		18,082	29,936
Net earnings included in Consolidated Statements of Earnings		288	539
Maximum
Acquisition
Fair value of contingent consideration	$ 7,911

XML

GOODWILL AND INTANGIBLE ASSETS (Details 3) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013
Carrying amount of goodwill
Balance at the beginning of the period	$ 330,791
Acquisition	13,326
Foreign currency translation	(11,750)
Balance at the end of the period	332,367
Engineered Infrastructure Products segment
Carrying amount of goodwill
Balance at the beginning of the period	155,185
Acquisition	13,326
Foreign currency translation	(9,663)
Other	1,737
Balance at the end of the period	160,585
Utility Support Structures segment
Carrying amount of goodwill
Balance at the beginning of the period	77,141
Other	(1,737)
Balance at the end of the period	75,404
Coatings segment
Carrying amount of goodwill
Balance at the beginning of the period	77,053
Foreign currency translation	(998)
Balance at the end of the period	76,055
Irrigation segment
Carrying amount of goodwill
Balance at the beginning of the period	2,517
Foreign currency translation	(54)
Balance at the end of the period	2,463
Other
Carrying amount of goodwill
Balance at the beginning of the period	18,895
Foreign currency translation	(1,035)
Balance at the end of the period	$ 17,860

XML

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	$ 878,659	$ 767,315	$ 1,698,289	$ 1,484,665
Cost of sales	617,188	567,920	1,201,449	1,098,956
Gross profit	261,471	199,395	496,840	385,709
Selling, general and administrative expenses	117,206	102,043	234,385	205,539
Operating income	144,265	97,352	262,455	180,170
Other income (expense):
Interest expense	(8,025)	(7,421)	(16,215)	(15,228)
Interest income	1,852	1,910	3,205	3,988
Other	123	(1,977)	1,679	(400)
Total other income (expenses)	(6,050)	(7,488)	(11,331)	(11,640)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	138,215	89,864	251,124	168,530
Income tax expense (benefit):
Current	48,210	35,985	86,870	63,014
Deferred	(1,042)	(5,193)	(4,729)	(4,456)
Total income tax expense (benefit)	47,168	30,792	82,141	58,558
Earnings before equity in earnings of nonconsolidated subsidiaries	91,047	59,072	168,983	109,972
Equity in earnings of nonconsolidated subsidiaries	269	2,087	473	3,775
Net earnings	91,316	61,159	169,456	113,747
Less: Earnings attributable to noncontrolling interests	(1,753)	(1,179)	(2,324)	(1,442)
Net earnings attributable to Valmont Industries, Inc.	89,563	59,980	167,132	112,305
Parent
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	426,817	347,643	843,430	712,483
Cost of sales	297,949	249,557	598,629	517,069
Gross profit	128,868	98,086	244,801	195,414
Selling, general and administrative expenses	55,720	43,762	105,746	87,034
Operating income	73,148	54,324	139,055	108,380
Other income (expense):
Interest expense	(7,636)	(7,573)	(15,391)	(15,255)
Interest income	8	5	15	14
Other	394	(454)	1,802	1,005
Total other income (expenses)	(7,234)	(8,022)	(13,574)	(14,236)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	65,914	46,302	125,481	94,144
Income tax expense (benefit):
Current	24,824	19,363	45,999	36,548
Deferred	(750)	(2,963)	(2,504)	(2,769)
Total income tax expense (benefit)	24,074	16,400	43,495	33,779
Earnings before equity in earnings of nonconsolidated subsidiaries	41,840	29,902	81,986	60,365
Equity in earnings of nonconsolidated subsidiaries	47,723	30,078	85,146	51,940
Net earnings	89,563	59,980	167,132	112,305
Net earnings attributable to Valmont Industries, Inc.	89,563	59,980	167,132	112,305
Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	169,027	152,159	339,876	280,871
Cost of sales	126,290	121,658	255,288	225,300
Gross profit	42,737	30,501	84,588	55,571
Selling, general and administrative expenses	14,347	13,177	28,341	26,965
Operating income	28,390	17,324	56,247	28,606
Other income (expense):
Interest expense	(11,944)	(12,244)	(24,574)	(24,501)
Interest income	237	129	490	323
Other	31	11	46	25
Total other income (expenses)	(11,676)	(12,104)	(24,038)	(24,153)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	16,714	5,220	32,209	4,453
Income tax expense (benefit):
Current	6,546	6,197	13,382	5,296
Deferred	1,399	(1,031)	1,702	139
Total income tax expense (benefit)	7,945	5,166	15,084	5,435
Earnings before equity in earnings of nonconsolidated subsidiaries	8,769	54	17,125	(982)
Equity in earnings of nonconsolidated subsidiaries	23,234	23,253	42,385	46,361
Net earnings	32,003	23,307	59,510	45,379
Net earnings attributable to Valmont Industries, Inc.	32,003	23,307	59,510	45,379
Non-Guarantors
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	360,802	333,171	686,211	627,113
Cost of sales	273,482	261,374	521,865	491,297
Gross profit	87,320	71,797	164,346	135,816
Selling, general and administrative expenses	47,139	45,104	100,298	91,540
Operating income	40,181	26,693	64,048	44,276
Other income (expense):
Interest expense	(390)	152	(824)	27
Interest income	13,552	14,020	27,274	28,152
Other	(302)	(1,534)	(169)	(1,430)
Total other income (expenses)	12,860	12,638	26,281	26,749
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	53,041	39,331	90,329	71,025
Income tax expense (benefit):
Current	16,182	10,425	26,652	21,170
Deferred	(1,691)	(1,199)	(3,927)	(1,826)
Total income tax expense (benefit)	14,491	9,226	22,725	19,344
Earnings before equity in earnings of nonconsolidated subsidiaries	38,550	30,105	67,604	51,681
Equity in earnings of nonconsolidated subsidiaries		2,276	207	3,932
Net earnings	38,550	32,381	67,811	55,613
Less: Earnings attributable to noncontrolling interests	(1,753)	(1,179)	(2,324)	(1,442)
Net earnings attributable to Valmont Industries, Inc.	36,797	31,202	65,487	54,171
Eliminations
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries
Net sales	(77,987)	(65,658)	(171,228)	(135,802)
Cost of sales	(80,533)	(64,669)	(174,333)	(134,710)
Gross profit	2,546	(989)	3,105	(1,092)
Operating income	2,546	(989)	3,105	(1,092)
Other income (expense):
Interest expense	11,945	12,244	24,574	24,501
Interest income	(11,945)	(12,244)	(24,574)	(24,501)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	2,546	(989)	3,105	(1,092)
Income tax expense (benefit):
Current	658		837
Total income tax expense (benefit)	658		837
Earnings before equity in earnings of nonconsolidated subsidiaries	1,888	(989)	2,268	(1,092)
Equity in earnings of nonconsolidated subsidiaries	(70,688)	(53,520)	(127,265)	(98,458)
Net earnings	(68,800)	(54,509)	(124,997)	(99,550)
Net earnings attributable to Valmont Industries, Inc.	$ (68,800)	$ (54,509)	$ (124,997)	$ (99,550)

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net earnings	$ 91,316	$ 61,159	$ 169,456	$ 113,747
Foreign currency translation adjustments:
Unrealized translation losses	(52,962)	(30,821)	(62,582)	(1,259)
Realized loss included in net earnings during the period			(5,194)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense	100	100	200	200
Actuarial gain (loss) in defined benefit pension plan	42	(1,238)	(894)	633
Other comprehensive income (loss)	(52,820)	(31,959)	(68,470)	(426)
Comprehensive income	38,496	29,200	100,986	113,321
Comprehensive loss (income) attributable to noncontrolling interests	1,549	2,533	3,189	(2,481)
Comprehensive income attributable to Valmont Industries, Inc.	$ 40,045	$ 31,733	$ 104,175	$ 110,840

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BUSINESS SEGMENTS

6 Months Ended

Jun. 29, 2013

BUSINESS SEGMENTS

BUSINESS SEGMENTS

(6) BUSINESS SEGMENTS

        The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars.

        Reportable segments are as follows:

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

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

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

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

        In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, 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						Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	161,487		$	158,575		$	308,657		$	297,900
Communication Products		34,771			36,488			63,393			63,183
Access Systems		54,378			40,753			102,256			78,660
Engineered Infrastructure Products segment		250,636			235,816			474,306			439,743
Utility Support Structures segment:
Steel		201,164			185,079			411,661			352,043
Concrete		27,079			27,158			56,220			51,426
Utility Support Structures segment		228,243			212,237			467,881			403,469
Coatings segment		93,798			84,837			183,043			167,684
Irrigation segment		270,175			194,496			514,882			390,762
Other		83,679			87,194			161,548			173,257
Total		926,531			814,580			1,801,660			1,574,915
INTERSEGMENT SALES:
Engineered Infrastructure Products segment		22,169			24,726			51,621			43,146
Utility Support Structures segment		299			467			710			2,447
Coatings segment		14,448			13,252			28,778			25,949
Irrigation segment		1			6			1			431
Other		10,955			8,814			22,261			18,277
Total		47,872			47,265			103,371			90,250
NET SALES:
Engineered Infrastructure Products segment		228,467			211,090			422,685			396,597
Utility Support Structures segment		227,944			211,770			467,171			401,022
Coatings segment		79,350			71,585			154,265			141,735
Irrigation segment		270,174			194,490			514,881			390,331
Other		72,724			78,380			139,287			154,980
Total	$	878,659		$	767,315		$	1,698,289		$	1,484,665
OPERATING INCOME:
Engineered Infrastructure Products segment	$	22,603		$	14,168		$	35,337		$	22,192
Utility Support Structures segment		42,121			26,574			88,276			51,678
Coatings segment		23,552			19,517			36,972			36,029
Irrigation segment		64,174			37,607			118,733			76,015
Other		13,025			12,259			23,812			23,670
Corporate		(21,210	)		(12,773	)		(40,675	)		(29,414	)
Total	$	144,265		$	97,352		$	262,455		$	180,170

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 29, 2013	Dec. 29, 2012
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

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Product sales	$ 794,341	$ 688,693	$ 1,534,788	$ 1,330,680
Services sales	84,318	78,622	163,501	153,985
Net sales	878,659	767,315	1,698,289	1,484,665
Product cost of sales	563,306	519,438	1,092,467	1,002,146
Services cost of sales	53,882	48,482	108,982	96,810
Total cost of sales	617,188	567,920	1,201,449	1,098,956
Gross profit	261,471	199,395	496,840	385,709
Selling, general and administrative expenses	117,206	102,043	234,385	205,539
Operating income	144,265	97,352	262,455	180,170
Other income (expenses):
Interest expense	(8,025)	(7,421)	(16,215)	(15,228)
Interest income	1,852	1,910	3,205	3,988
Other	123	(1,977)	1,679	(400)
Total other income (expenses)	(6,050)	(7,488)	(11,331)	(11,640)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries	138,215	89,864	251,124	168,530
Income tax expense (benefit):
Current	48,210	35,985	86,870	63,014
Deferred	(1,042)	(5,193)	(4,729)	(4,456)
Total income tax expense (benefit)	47,168	30,792	82,141	58,558
Earnings before equity in earnings of nonconsolidated subsidiaries	91,047	59,072	168,983	109,972
Equity in earnings of nonconsolidated subsidiaries	269	2,087	473	3,775
Net earnings	91,316	61,159	169,456	113,747
Less: Earnings attributable to noncontrolling interests	(1,753)	(1,179)	(2,324)	(1,442)
Net earnings attributable to Valmont Industries, Inc.	$ 89,563	$ 59,980	$ 167,132	$ 112,305
Earnings per share:
Basic (in dollars per share)	$ 3.36	$ 2.27	$ 6.28	$ 4.25
Diluted (in dollars per share)	$ 3.33	$ 2.24	$ 6.22	$ 4.20
Cash dividends declared per share (in dollars per share)	$ 0.250	$ 0.225	$ 0.475	$ 0.405
Weighted average number of shares of common stock outstanding - Basic (000 omitted) (in shares)	26,648	26,467	26,615	26,432
Weighted average number of shares of common stock outstanding - Diluted (000 omitted) (in shares)	26,910	26,758	26,884	26,718

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ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD. (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013
Major classes of acquired intangible assets and weighted-average amortization periods
Amount	$ 11,199
Customer Relationships
Major classes of acquired intangible assets and weighted-average amortization periods
Amount	6,047
Weighted Average Amortization Period	10 years
Software and Technology
Major classes of acquired intangible assets and weighted-average amortization periods
Amount	1,036
Weighted Average Amortization Period	5 years
Trade Names
Major classes of acquired intangible assets and weighted-average amortization periods
Amount	$ 4,116

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables)

6 Months Ended

Jun. 29, 2013

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

Condensed Consolidated Statements of Earnings

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	426,817		$	169,027		$	360,802		$	(77,987	)	$	878,659
Cost of sales		297,949			126,290			273,482			(80,533	)		617,188
Gross profit		128,868			42,737			87,320			2,546			261,471
Selling, general and administrative expenses		55,720			14,347			47,139			—			117,206
Operating income		73,148			28,390			40,181			2,546			144,265
Other income (expense):
Interest expense		(7,636	)		(11,944	)		(390	)		11,945			(8,025	)
Interest income		8			237			13,552			(11,945	)		1,852
Other		394			31			(302	)		—			123
		(7,234	)		(11,676	)		12,860			—			(6,050	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		65,914			16,714			53,041			2,546			138,215
Income tax expense (benefit):
Current		24,824			6,546			16,182			658			48,210
Deferred		(750	)		1,399			(1,691	)		—			(1,042	)
		24,074			7,945			14,491			658			47,168
Earnings before equity in earnings of nonconsolidated subsidiaries		41,840			8,769			38,550			1,888			91,047
Equity in earnings of nonconsolidated subsidiaries		47,723			23,234			—			(70,688	)		269
Net earnings		89,563			32,003			38,550			(68,800	)		91,316
Less: Earnings attributable to noncontrolling interests		—			—			(1,753	)		—			(1,753	)
Net earnings attributable to Valmont Industries, Inc	$	89,563		$	32,003		$	36,797		$	(68,800	)	$	89,563

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	843,430		$	339,876		$	686,211		$	(171,228	)	$	1,698,289
Cost of sales		598,629			255,288			521,865			(174,333	)		1,201,449
Gross profit		244,801			84,588			164,346			3,105			496,840
Selling, general and administrative expenses		105,746			28,341			100,298			—			234,385
Operating income		139,055			56,247			64,048			3,105			262,455
Other income (expense):
Interest expense		(15,391	)		(24,574	)		(824	)		24,574			(16,215	)
Interest income		15			490			27,274			(24,574	)		3,205
Other		1,802			46			(169	)		—			1,679
		(13,574	)		(24,038	)		26,281			—			(11,331	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		125,481			32,209			90,329			3,105			251,124
Income tax expense (benefit):
Current		45,999			13,382			26,652			837			86,870
Deferred		(2,504	)		1,702			(3,927	)		—			(4,729	)
		43,495			15,084			22,725			837			82,141
Earnings before equity in earnings of nonconsolidated subsidiaries		81,986			17,125			67,604			2,268			168,983
Equity in earnings of nonconsolidated subsidiaries		85,146			42,385			207			(127,265	)		473
Net earnings		167,132			59,510			67,811			(124,997	)		169,456
Less: Earnings attributable to noncontrolling interests		—			—			(2,324	)		—			(2,324	)
Net earnings attributable to Valmont Industries, Inc		167,132			59,510			65,487			(124,997	)		167,132

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	347,643		$	152,159		$	333,171		$	(65,658	)	$	767,315
Cost of sales		249,557			121,658			261,374			(64,669	)		567,920
Gross profit		98,086			30,501			71,797			(989	)		199,395
Selling, general and administrative expenses		43,762			13,177			45,104			—			102,043
Operating income		54,324			17,324			26,693			(989	)		97,352
Other income (expense):
Interest expense		(7,573	)		(12,244	)		152			12,244			(7,421	)
Interest income		5			129			14,020			(12,244	)		1,910
Other		(454	)		11			(1,534	)		—			(1,977	)
		(8,022	)		(12,104	)		12,638			—			(7,488	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		46,302			5,220			39,331			(989	)		89,864
Income tax expense (benefit):
Current		19,363			6,197			10,425			—			35,985
Deferred		(2,963	)		(1,031	)		(1,199	)		—			(5,193	)
		16,400			5,166			9,226			—			30,792
Earnings before equity in earnings of nonconsolidated subsidiaries		29,902			54			30,105			(989	)		59,072
Equity in earnings of nonconsolidated subsidiaries		30,078			23,253			2,276			(53,520	)		2,087
Net earnings	$	59,980		$	23,307		$	32,381		$	(54,509	)	$	61,159
Less: Earnings attributable to noncontrolling interests		—			—			(1,179	)		—			(1,179	)
Net earnings attributable to Valmont Industries, Inc	$	59,980		$	23,307		$	31,202		$	(54,509	)	$	59,980

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales		712,483			280,871			627,113			(135,802	)		1,484,665
Cost of sales		517,069			225,300			491,297			(134,710	)		1,098,956
Gross profit		195,414			55,571			135,816			(1,092	)		385,709
Selling, general and administrative expenses		87,034			26,965			91,540			—			205,539
Operating income		108,380			28,606			44,276			(1,092	)		180,170
Other income (expense):
Interest expense		(15,255	)		(24,501	)		27			24,501			(15,228	)
Interest income		14			323			28,152			(24,501	)		3,988
Other		1,005			25			(1,430	)		—			(400	)
		(14,236	)		(24,153	)		26,749			—			(11,640	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		94,144			4,453			71,025			(1,092	)		168,530
Income tax expense (benefit):
Current		36,548			5,296			21,170			—			63,014
Deferred		(2,769	)		139			(1,826	)		—			(4,456	)
		33,779			5,435			19,344			—			58,558
Earnings before equity in earnings of nonconsolidated subsidiaries		60,365			(982	)		51,681			(1,092	)		109,972
Equity in earnings of nonconsolidated subsidiaries		51,940			46,361			3,932			(98,458	)		3,775
Net earnings		112,305			45,379			55,613			(99,550	)		113,747
Less: Earnings attributable to noncontrolling interests		—			—			(1,442	)		—			(1,442	)
Net earnings attributable to Valmont Industries, Inc	$	112,305		$	45,379		$	54,171		$	(99,550	)	$	112,305

Condensed Consolidated Comprehensive Income

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	89,563		$	32,003	$	38,550		$	(68,800	)	$	91,316
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			65,807		(118,769	)		—			(52,962	)
Realized (loss) included in net earnings during the period		—			—		—			—			—
		—			65,807		(118,769	)		—			(52,962	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		42			—			42
Equity in other comprehensive income		(49,618	)		—		—			49,618			—
Other comprehensive income (loss)		(49,518	)		65,807		(118,727	)		49,618			(52,820	)
Comprehensive income		40,045			97,810		(80,177	)		(19,182	)		38,496
Comprehensive income attributable to noncontrolling interests		—			—		1,549			—			1,549
Comprehensive income attributable to Valmont Industries, Inc.	$	40,045		$	97,810	$	(78,628	)	$	(19,182	)	$	40,045

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	167,132		$	59,510	$	67,811		$	(124,997	)	$	169,456
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			27,486		(90,068	)		—			(62,582	)
Realized (loss) included in net earnings during the period		—			—		(5,194	)		—			(5,194	)
		—			27,486		(95,262	)		—			(67,776	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—		—			—			200
		200			—		—			—			200
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(894	)		—			(894	)
Equity in other comprehensive income		(63,157	)		—					63,157			—
Other comprehensive income (loss)		(62,957	)		27,486		(96,156	)		63,157			(68,470	)
Comprehensive income		104,175			86,996		(28,345	)		(61,840	)		100,986
Comprehensive income attributable to noncontrolling interests		—			—		3,189			—			3,189
Comprehensive income attributable to Valmont Industries, Inc.	$	104,175		$	86,996	$	(25,156	)	$	(61,840	)	$	104,175

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	59,980		$	23,307	$	32,381		$	(54,509	)	$	61,159
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			14,123		(38,433	)		(6,511	)		(30,821	)
		—			14,123		(38,433	)		(6,511	)		(30,821	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(1,238	)		—			(1,238	)
Equity in other comprehensive income		(28,347	)		—		—			28,347			—
Other comprehensive income (loss)		(28,247	)		14,123		(39,671	)		21,836			(31,959	)
Comprehensive income		31,733			37,430		(7,290	)		(32,673	)		29,200
Comprehensive income attributable to noncontrolling interests		—			—		2,533			—			2,533
Comprehensive income attributable to Valmont Industries, Inc.	$	31,733		$	37,430	$	(4,757	)	$	(32,673	)	$	31,733

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(2,244	)		7,496			(6,511	)		(1,259	)
		—			(2,244	)		7,496			(6,511	)		(1,259	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—			—			—			200
		200			—			—			—			200
Actuarial gain in defined benefit pension plan liability		—			—			633			—			633
Equity in other comprehensive income		(1,665	)		—			—			1,665			—
Other comprehensive income (loss)		(1,465	)		(2,244	)		8,129			(4,846	)		(426	)
Comprehensive income		110,840			43,135			63,742			(104,396	)		113,321
Comprehensive income attributable to noncontrolling interests		—			—			(2,481	)		—			(2,481	)
Comprehensive income attributable to Valmont Industries, Inc.	$	110,840		$	43,135		$	61,261		$	(104,396	)	$	110,840

Condensed Consolidated Balance Sheets

CONDENSED CONSOLIDATED BALANCE SHEETS
June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	135,336		$	29,738	$	325,403		$	—		$	490,477
Receivables, net		143,707			81,159		288,900			—			513,766
Inventories		135,396			70,345		207,667			—			413,408
Prepaid expenses		6,573			712		26,302			—			33,587
Refundable and deferred income taxes		38,155			5,605		24,408			—			68,168
Total current assets		459,167			187,559		872,680			—			1,519,406
Property, plant and equipment, at cost		476,731			141,114		401,143			—			1,018,988
Less accumulated depreciation and amortization		296,524			58,723		133,259			—			488,506
Net property, plant and equipment		180,207			82,391		267,884			—			530,482
Goodwill		20,108			107,542		204,717			—			332,367
Other intangible assets		419			50,869		117,182			—			168,470
Investment in subsidiaries and intercompany accounts		1,446,491			1,348,693		556,568			(3,351,752	)		—
Other assets		36,588			—		64,310			—			100,898
Total assets	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	188		$	—	$	269		$	—		$	457
Notes payable to banks		—			—		16,004			—			16,004
Accounts payable		66,559			19,128		126,410			—			212,097
Accrued employee compensation and benefits		58,734			9,046		32,756			—			100,536
Accrued expenses		37,575			4,227		39,186			—			80,988
Dividends payable		6,693			—		—			—			6,693
Total current liabilities		169,749			32,401		214,625			—			416,775
Deferred income taxes		19,182			28,254		32,715			—			80,151
Long-term debt, excluding current installments		470,919			532,852		743			(532,852	)		471,662
Defined benefit pension liability		—			—		98,707			—			98,707
Deferred compensation		29,689			—		7,428			—			37,117
Other noncurrent liabilities		7,551			—		41,303			—			48,854
Shareholders' equity:
Common stock of $1 par value		27,900			457,950		254,982			(712,932	)		27,900
Additional paid-in capital		—			150,286		894,239			(1,044,525	)		—
Retained earnings		1,458,326			526,750		505,878			(1,032,628	)		1,458,326
Accumulated other comprehensive income (loss)		(19,019	)		48,561		(19,746	)		(28,815	)		(19,019	)
Treasury stock		(21,317	)		—		—			—			(21,317	)
Total Valmont Industries, Inc. shareholders' equity		1,445,890			1,183,547		1,635,353			(2,818,900	)		1,445,890
Noncontrolling interest in consolidated subsidiaries		—			—		52,467			—			52,467
Total shareholders' equity		1,445,890			1,183,547		1,687,820			(2,818,900	)		1,498,357
Total liabilities and shareholders' equity	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623

CONDENSED CONSOLIDATED BALANCE SHEETS
December 29, 2012

	Parent			Guarantors			Non-Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	40,926		$	83,203		$	290,000	$	—		$	414,129
Receivables, net		144,161			86,403			285,338		—			515,902
Inventories		146,619			71,988			193,777		—			412,384
Prepaid expenses		7,153			1,029			16,962		—			25,144
Refundable and deferred income taxes		29,359			6,904			22,118		—			58,381
Total current assets		368,218			249,527			808,195		—			1,425,940
Property, plant and equipment, at cost		456,497			122,937			415,340		—			994,774
Less accumulated depreciation and amortization		288,226			55,239			138,697		—			482,162
Net property, plant and equipment		168,271			67,698			276,643		—			512,612
Goodwill		20,108			107,542			203,141		—			330,791
Other intangible assets		499			53,517			118,254		—			172,270
Investment in subsidiaries and intercompany accounts		1,456,159			1,246,777			615,152		(3,318,088	)		—
Other assets		32,511			—			94,427		—			126,938
Total assets	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	35	$	—		$	224
Notes payable to banks		—			—			13,375		—			13,375
Accounts payable		72,610			22,006			117,808		—			212,424
Accrued employee compensation and benefits		61,572			10,530			29,803					101,905
Accrued expenses		30,641			4,674			43,188		—			78,503
Income taxes payable		—			31			669		(700	)		—
Dividends payable		6,002			—			—		—			6,002
Total current liabilities		171,014			37,241			204,878		(700	)		412,433
Deferred income taxes		23,305			27,851			37,144		—			88,300
Long-term debt, excluding current installments		471,828			599,873			765		(599,873	)		472,593
Defined benefit pension liability		—			—			112,043		—			112,043
Deferred compensation		25,200			—			6,720		—			31,920
Other noncurrent liabilities		4,507			—			39,745		—			44,252
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		1,300,529			467,240			443,337		(910,577	)		1,300,529
Accumulated other comprehensive income		43,938			(15,380	)		65,826		(50,446	)		43,938
Treasury stock		(22,455	)		—			—		—			(22,455	)
Total Valmont Industries, Inc. shareholders' equity		1,349,912			1,060,096			1,657,419		(2,717,515	)		1,349,912
Noncontrolling interest in consolidated subsidiaries		—			—			57,098		—			57,098
Total shareholders' equity		1,349,912			1,060,096			1,714,517		(2,717,515	)		1,407,010
Total liabilities and shareholders' equity	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551

Condensed Consolidated Statements of Cash Flows

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	167,132		$	59,510		$	67,811		$	(124,997	)	$	169,456
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,834			6,452			21,900			—			38,186
Stock-based compensation		3,342			—			—			—			3,342
Defined benefit pension plan expense		—			—			3,245			—			3,245
Contribution to defined benefit pension plan		—			—			(10,346	)		—			(10,346	)
Gain on sale of property, plant and equipment		337			36			(5,444	)		—			(5,071	)
Equity in earnings in nonconsolidated subsidiaries		(266	)		—			(207	)		—			(473	)
Deferred income taxes		(2,504	)		1,702			(3,927	)		—			(4,729	)
Changes in assets and liabilities (net of acquisitions):
Receivables		453			5,235			(9,019	)		—			(3,331	)
Inventories		10,524			1,643			(14,658	)		—			(2,491	)
Prepaid expenses		579			318			(6,807	)		—			(5,910	)
Accounts payable		(6,052	)		(2,877	)		9,665			—			736
Accrued expenses		4,471			(1,932	)		377			—			2,916
Other noncurrent liabilities		3,058			—			(1,185	)		—			1,873
Income taxes payable (refundable)		(10,415	)		(1,943	)		(277	)		825			(11,810	)
Net cash flows from operating activities		180,493			68,144			51,128			(124,172	)		175,593
Cash flows from investing activities:
Purchase of property, plant and equipment		(22,826	)		(18,569	)		(12,863	)		—			(54,258	)
Proceeds from sale of assets		1,466			32			37,556			—			39,054
Acquisitions, net of cash acquired		—			—			(53,152	)		—			(53,152	)
Other, net		(53,317	)		(99,472	)		28,484			124,172			(133	)
Net cash flows from investing activities		(74,677	)		(118,009	)		25			124,172			(68,489	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,620			—			2,620
Proceeds from long-term borrowings		—			—			68			—			68
Principal payments on long-term borrowings		(186	)		—			(117	)		—			(303	)
Dividends paid		(12,021	)		—			—			—			(12,021	)
Dividends to noncontrolling interest		—			—			(1,767	)		—			(1,767	)
Proceeds from exercises under stock plans		14,098			—			—			—			14,098
Excess tax benefits from stock option exercises		305			—			—			—			305
Purchase of common treasury shares—stock plan exercises:		(13,602	)		—			—			—			(13,602	)
Net cash flows from financing activities		(11,406	)		—			804			—			(10,602	)
Effect of exchange rate changes on cash and cash equivalents		—			(3,600	)		(16,554	)		—			(20,154	)
Net change in cash and cash equivalents		94,410			(53,465	)		35,403			—			76,348
Cash and cash equivalents—beginning of year		40,926			83,203			290,000			—			414,129
Cash and cash equivalents—end of period	$	135,336		$	29,738		$	325,403		$	—		$	490,477

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,121			6,341			18,905			—			34,367
Stock-based compensation		3,067			—			—			—			3,067
Defined benefit pension plan expense		—			—			2,050			—			2,050
Contribution to defined benefit pension plan		—			—			(10,750	)		—			(10,750	)
Gain on sale of property, plant and equipment		(65	)		(44	)		(55	)		—			(164	)
Equity in earnings of nonconsolidated subsidiaries		157			—			(3,932	)		—			(3,775	)
Deferred income taxes		(2,769	)		139			(1,826	)		—			(4,456	)
Changes in assets and liabilities:
Receivables		(11,412	)		(27,844	)		(30,666	)		—			(69,922	)
Inventories		(10,063	)		(7,131	)		(31,471	)		167			(48,498	)
Prepaid expenses		(1,332	)		266			(2,994	)		—			(4,060	)
Accounts payable		(13,913	)		5,395			10,494			—			1,976
Accrued expenses		3,009			(1,227	)		(2,403	)		—			(621	)
Other noncurrent liabilities		719			—			(1,127	)		—			(408	)
Income taxes payable (refundable)		(13,249	)		38			(2,879	)		—			(16,090	)
Net cash flows from operations		75,575			21,312			(1,041	)		(99,383	)		(3,537	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(15,037	)		(6,017	)		(18,167	)		—			(39,221	)
Proceeds from sale of assets		98			52			4,717			—			4,867
Other, net		(59,181	)		6,599			(44,964	)		99,383			1,837
Net cash flows from investing activities		(74,120	)		634			(58,414	)		99,383			(32,517	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			5,931			—			5,931
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,191	)		—			(41	)		—			(39,232	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(9,545	)		—			—			—			(9,545	)
Dividend to noncontrolling interests		—			—			(1,379	)		—			(1,379	)
Proceeds from exercises under stock plans		15,153			—			—			—			15,153
Excess tax benefits from stock option exercises		3,211			—			—			—			3,211
Purchase of common treasury shares—stock plan exercises		(14,086	)		—			—			—			(14,086	)
Net cash flows from financing activities		(5,458	)		—			6,041			—			583
Effect of exchange rate changes on cash and cash equivalents		—			270			688			—			958
Net change in cash and cash equivalents		(4,003	)		22,216			(52,726	)		—			(34,513	)
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	23,542		$	40,473		$	264,366		$	—		$	328,381

XML

GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details 4) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2013	Dec. 29, 2012	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 490,477	$ 414,129	$ 328,381	$ 362,894
Receivables, net	513,766	515,902
Inventories	413,408	412,384
Prepaid expenses	33,587	25,144
Refundable and deferred income taxes	68,168	58,381
Total current assets	1,519,406	1,425,940
Property, plant and equipment, at cost	1,018,988	994,774
Less accumulated depreciation and amortization	488,506	482,162
Net property, plant and equipment	530,482	512,612
Goodwill	332,367	330,791
Other intangible assets	168,470	172,270
Other assets	100,898	126,938
Total assets	2,651,623	2,568,551
Current liabilities:
Current installments of long-term debt	457	224
Notes payable to banks	16,004	13,375
Accounts payable	212,097	212,424
Accrued employee compensation and benefits	100,536	101,905
Accrued expenses	80,988	78,503
Dividends payable	6,693	6,002
Total current liabilities	416,775	412,433
Deferred income taxes	80,151	88,300
Long-term debt, excluding current installments	471,662	472,593
Defined benefit pension liability	98,707	112,043
Deferred compensation	37,117	31,920
Other noncurrent liabilities	48,854	44,252
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Retained earnings	1,458,326	1,300,529
Accumulated other comprehensive income (loss)	(19,019)	43,938
Treasury stock	(21,317)	(22,455)
Total Valmont Industries, Inc. shareholders' equity	1,445,890	1,349,912
Noncontrolling interest in consolidated subsidiaries	52,467	57,098
Total shareholders' equity	1,498,357	1,407,010	1,307,839	1,197,911
Total liabilities and shareholders' equity	2,651,623	2,568,551
Parent
Current assets:
Cash and cash equivalents	135,336	40,926	23,542	27,545
Receivables, net	143,707	144,161
Inventories	135,396	146,619
Prepaid expenses	6,573	7,153
Refundable and deferred income taxes	38,155	29,359
Total current assets	459,167	368,218
Property, plant and equipment, at cost	476,731	456,497
Less accumulated depreciation and amortization	296,524	288,226
Net property, plant and equipment	180,207	168,271
Goodwill	20,108	20,108
Other intangible assets	419	499
Investment in subsidiaries and intercompany accounts	1,446,491	1,456,159
Other assets	36,588	32,511
Total assets	2,142,980	2,045,766
Current liabilities:
Current installments of long-term debt	188	189
Accounts payable	66,559	72,610
Accrued employee compensation and benefits	58,734	61,572
Accrued expenses	37,575	30,641
Dividends payable	6,693	6,002
Total current liabilities	169,749	171,014
Deferred income taxes	19,182	23,305
Long-term debt, excluding current installments	470,919	471,828
Deferred compensation	29,689	25,200
Other noncurrent liabilities	7,551	4,507
Shareholders' equity:
Common stock of $1 par value	27,900	27,900
Retained earnings	1,458,326	1,300,529
Accumulated other comprehensive income (loss)	(19,019)	43,938
Treasury stock	(21,317)	(22,455)
Total Valmont Industries, Inc. shareholders' equity	1,445,890	1,349,912
Total shareholders' equity	1,445,890	1,349,912
Total liabilities and shareholders' equity	2,142,980	2,045,766
Guarantors
Current assets:
Cash and cash equivalents	29,738	83,203	40,473	18,257
Receivables, net	81,159	86,403
Inventories	70,345	71,988
Prepaid expenses	712	1,029
Refundable and deferred income taxes	5,605	6,904
Total current assets	187,559	249,527
Property, plant and equipment, at cost	141,114	122,937
Less accumulated depreciation and amortization	58,723	55,239
Net property, plant and equipment	82,391	67,698
Goodwill	107,542	107,542
Other intangible assets	50,869	53,517
Investment in subsidiaries and intercompany accounts	1,348,693	1,246,777
Total assets	1,777,054	1,725,061
Current liabilities:
Accounts payable	19,128	22,006
Accrued employee compensation and benefits	9,046	10,530
Accrued expenses	4,227	4,674
Income taxes payable		31
Total current liabilities	32,401	37,241
Deferred income taxes	28,254	27,851
Long-term debt, excluding current installments	532,852	599,873
Shareholders' equity:
Common stock of $1 par value	457,950	457,950
Additional paid-in capital	150,286	150,286
Retained earnings	526,750	467,240
Accumulated other comprehensive income (loss)	48,561	(15,380)
Total Valmont Industries, Inc. shareholders' equity	1,183,547	1,060,096
Total shareholders' equity	1,183,547	1,060,096
Total liabilities and shareholders' equity	1,777,054	1,725,061
Non-Guarantors
Current assets:
Cash and cash equivalents	325,403	290,000	264,366	317,092
Receivables, net	288,900	285,338
Inventories	207,667	193,777
Prepaid expenses	26,302	16,962
Refundable and deferred income taxes	24,408	22,118
Total current assets	872,680	808,195
Property, plant and equipment, at cost	401,143	415,340
Less accumulated depreciation and amortization	133,259	138,697
Net property, plant and equipment	267,884	276,643
Goodwill	204,717	203,141
Other intangible assets	117,182	118,254
Investment in subsidiaries and intercompany accounts	556,568	615,152
Other assets	64,310	94,427
Total assets	2,083,341	2,115,812
Current liabilities:
Current installments of long-term debt	269	35
Notes payable to banks	16,004	13,375
Accounts payable	126,410	117,808
Accrued employee compensation and benefits	32,756	29,803
Accrued expenses	39,186	43,188
Income taxes payable		669
Total current liabilities	214,625	204,878
Deferred income taxes	32,715	37,144
Long-term debt, excluding current installments	743	765
Defined benefit pension liability	98,707	112,043
Deferred compensation	7,428	6,720
Other noncurrent liabilities	41,303	39,745
Shareholders' equity:
Common stock of $1 par value	254,982	254,982
Additional paid-in capital	894,239	893,274
Retained earnings	505,878	443,337
Accumulated other comprehensive income (loss)	(19,746)	65,826
Total Valmont Industries, Inc. shareholders' equity	1,635,353	1,657,419
Noncontrolling interest in consolidated subsidiaries	52,467	57,098
Total shareholders' equity	1,687,820	1,714,517
Total liabilities and shareholders' equity	2,083,341	2,115,812
Eliminations
Current assets:
Investment in subsidiaries and intercompany accounts	(3,351,752)	(3,318,088)
Total assets	(3,351,752)	(3,318,088)
Current liabilities:
Income taxes payable		(700)
Total current liabilities		(700)
Long-term debt, excluding current installments	(532,852)	(599,873)
Shareholders' equity:
Common stock of $1 par value	(712,932)	(712,932)
Additional paid-in capital	(1,044,525)	(1,043,560)
Retained earnings	(1,032,628)	(910,577)
Accumulated other comprehensive income (loss)	(28,815)	(50,446)
Total Valmont Industries, Inc. shareholders' equity	(2,818,900)	(2,717,515)
Total shareholders' equity	(2,818,900)	(2,717,515)
Total liabilities and shareholders' equity	$ (3,351,752)	$ (3,318,088)

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BUSINESS SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013 item	Jun. 30, 2012
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	$ 926,531	$ 814,580	$ 1,801,660	$ 1,574,915
Intersegment Sales	47,872	47,265	103,371	90,250
Net sales	878,659	767,315	1,698,289	1,484,665
Operating income	144,265	97,352	262,455	180,170
Lighting, Traffic, and Roadway Products
Business Segments
Sales	161,487	158,575	308,657	297,900
Communication Products
Business Segments
Sales	34,771	36,488	63,393	63,183
Access Systems
Business Segments
Sales	54,378	40,753	102,256	78,660
Steel
Business Segments
Sales	201,146	185,079	411,661	352,043
Concrete
Business Segments
Sales	27,079	27,158	56,220	51,426
Engineered Infrastructure Products segment:
Business Segments
Sales	250,636	235,816	474,306	439,743
Intersegment Sales	22,169	24,726	51,621	43,146
Net sales	228,467	211,090	422,685	396,597
Operating income	22,603	14,168	35,337	22,192
Utility Support Structures segment
Business Segments
Sales	228,243	212,237	467,881	403,469
Intersegment Sales	299	467	710	2,447
Net sales	227,944	211,770	467,171	401,022
Operating income	42,121	26,574	88,276	51,678
Coatings segment
Business Segments
Sales	93,798	84,837	183,043	167,684
Intersegment Sales	14,448	13,252	28,778	25,949
Net sales	79,350	71,585	154,265	141,735
Operating income	23,552	19,517	36,972	36,029
Irrigation segment
Business Segments
Sales	270,175	194,496	514,882	390,762
Intersegment Sales	1	6	1	431
Net sales	270,174	194,490	514,881	390,331
Operating income	64,174	37,607	118,733	76,015
Other
Business Segments
Sales	83,679	87,194	161,548	173,257
Intersegment Sales	10,955	8,814	22,261	18,277
Net sales	72,724	78,380	139,287	154,980
Operating income	13,025	12,259	23,812	23,670
Corporate
Business Segments
Operating income	$ (21,210)	$ (12,773)	$ (40,675)	$ (29,414)

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013
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%

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EARNINGS PER SHARE

6 Months Ended

Jun. 29, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

(5) 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 June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	89,563	$	—		$	89,563
Shares outstanding		26,648		262			26,910
Per share amount	$	3.36	$	(0.03	)	$	3.33
Thirteen weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	59,980	$	—		$	59,980
Shares outstanding		26,467		291			26,758
Per share amount	$	2.27	$	(0.03	)	$	2.24
Twenty-six weeks ended June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	167,132	$	—		$	167,132
Shares outstanding		26,615		269			26,884
Per share amount	$	6.28	$	(0.06	)	$	6.22
Twenty-six weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	112,305	$	—		$	112,305
Shares outstanding		26,432		286			26,718
Per share amount	$	4.25	$	(0.05	)	$	4.20

        At June 29, 2013 there were 1,172 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 weeks and twenty-six weeks ending June 29, 2013. At June 30, 2012, there were no outstanding stock options with exercise prices exceeding the market price of common stock.

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GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended			6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 29, 2013	Jun. 30, 2012	Jun. 29, 2013	Jun. 30, 2012	Dec. 29, 2012	Jun. 29, 2013 Customer Relationships	Dec. 29, 2012 Customer Relationships	Jun. 29, 2013 Proprietary Software and Database	Dec. 29, 2012 Proprietary Software and Database	Jun. 29, 2013 Patents and Proprietary Technology	Dec. 29, 2012 Patents and Proprietary Technology	Jun. 29, 2013 Non-compete Agreements	Dec. 29, 2012 Non-compete Agreements
Components of amortized intangible assets
Gross Carrying Amount	$ 186,624		$ 186,624		$ 185,389	$ 171,290	$ 170,556	$ 3,949	$ 3,073	$ 9,592	$ 9,953	$ 1,793	$ 1,807
Accumulated Amortization	79,122		79,122		72,811	68,632	62,957	2,824	2,795	6,084	5,517	1,582	1,542
Weighted Average Life						13 years	13 years	6 years	6 years	8 years	8 years	6 years	6 years
Amortization expense for intangible assets	3,458	3,624	7,696	7,169
Estimated amortization expense
2013	15,715		15,715
2014	14,898		14,898
2015	14,053		14,053
2016	13,518		13,518
2017	$ 13,479		$ 13,479

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 29, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Consolidated Financial Statements

• Condensed Consolidated Financial Statements

        The Condensed Consolidated Balance Sheet as of June 29, 2013, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the twenty-six week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of June 29, 2013 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 29, 2012. 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 29, 2012. In 2013, the Company changed its presentation of certain intercompany utility structure sales to align with management's current reporting structure. In 2013, those sales were recorded as part of the Engineered Infrastructure Products (EIP) segment. In 2012, these sales were recorded in the Utility Support Structures segment. Fiscal 2012 reporting was reclassified to conform with the 2013 presentation. Accordingly, fiscal 2012 EIP segment sales (and the associated intersegment sales elimination) for the thirteen and twenty-six weeks ended June 30, 2012 increased by $10,034 and $16,062, respectively. Fiscal 2012 segment sales (after intersegment sales eliminations) and operating income were unchanged from amounts previously reported. The results of operations for the period ended June 29, 2013 are not necessarily indicative of the operating results for the full year.

Inventories

• Inventories

        Approximately 40% and 43% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of June 29, 2013 and December 29, 2012, 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 $42,468 and $45,822 at June 29, 2013 and December 29, 2012, respectively.

        Inventories consisted of the following:

	June 29, 2013		December 29, 2012
Raw materials and purchased parts	$	182,907	$	199,808
Work-in-process		39,385		36,114
Finished goods and manufactured goods		233,584		222,284
Subtotal		455,876		458,206
Less: LIFO reserve		42,468		45,822
	$	413,408	$	412,384

Income Taxes

• Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 29, 2013 and June 30, 2012, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
United States	$	98,684	$	68,132	$	187,421	$	130,827
Foreign		39,531		21,732		63,703		37,703
	$	138,215	$	89,864	$	251,124	$	168,530

Pension Benefits

• Pension Benefits

        The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

        The components of the net periodic pension expense for the twenty-six weeks ended June 29, 2013 and June 30, 2012 were as follows:

	2013			2012
Net periodic benefit expense:
Interest cost	$	13,058		$	11,594
Expected return on plan assets		(9,813	)		(9,544	)
Net periodic benefit expense	$	3,245		$	2,050

Stock Plans

• Stock Plans

        The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At June 29, 2013, 1,700,000 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 twenty-six weeks ended June 29, 2013 and June 30, 2012, respectively, were as follows:

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	2013		2012		2013		2012
Compensation expense	$	1,314	$	1,245	$	2,627	$	2,490
Income tax benefits		505		479		1,011		959

Equity Method Investments

• Equity Method Investments

        The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. In February 2013, the Company sold its nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the business for approximately $29,250. The profit on the sale was not significant, which included the recognition of $5,194 in currency translation adjustments previously recorded as part of "Accumulated other comprehensive income" on the Condensed consolidated balance sheet. The Company also recognized certain deferred tax benefits of approximately $3,200 associated with the sale in the first quarter of fiscal 2013.

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 June 29, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	24,562	$	24,562	$	—	$	—

			Fair Value Measurement Using:
	Carrying Value December 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	$	20,087	$	20,087	$	—	$	—

Comprehensive Income

• Comprehensive Income

        Comprehensive income includes net earnings, 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 June 29, 2013 and December 29, 2012:

	Foreign Currency Translation Adjustments			Unrealized Loss on Cash Flow Hedge			Defined Benefit Pension Plan			Accumulated Other Comprehensive Income
Balance at December 29, 2012	$	30,576		$	(2,935	)	$	16,297		$	43,938
Current-period comprehensive income (loss)		(62,263	)		200			(894	)		(62,957	)
Balance at June 29, 2013	$	(31,687	)	$	(2,735	)	$	15,403		$	(19,019	)

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CASH FLOW SUPPLEMENTARY INFORMATION

6 Months Ended

Jun. 29, 2013

CASH FLOW SUPPLEMENTARY INFORMATION

CASH FLOW SUPPLEMENTARY INFORMATION

(4) 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 twenty-six weeks ended June 29, 2013 and June 30, 2012 were as follows:

	2013		2012
Interest	$	16,329	$	15,494
Income taxes		103,604		73,105

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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. 31, 2011	$ 1,197,911	$ 27,900		$ 1,079,698	$ 64,052	$ (24,688)	$ 50,949
Increase (Decrease) in Shareholders' Equity
Net earnings	113,747			112,305			1,442
Other comprehensive income (loss)	(426)				(1,465)		1,039
Cash dividends declared	(10,763)			(10,763)
Dividends to noncontrolling interests	(1,379)						(1,379)
Sale of partial ownership interest	1,404		(610)				2,014
Stock plan exercises; 85,874 and 119,928 shares acquired for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	(14,086)					(14,086)
Stock options exercised; 177,902 and 230,141 shares issued for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	15,153		(5,576)	5,363		15,366
Tax benefit from stock option exercises	3,211		3,211
Stock option expense	2,490		2,490
Stock awards; 2667 and 402 shares issued for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	577		485			92
Balance at Jun. 30, 2012	1,307,839	27,900		1,186,603	62,587	(23,316)	54,065
Balance at Dec. 29, 2012	1,407,010	27,900		1,300,529	43,938	(22,455)	57,098
Increase (Decrease) in Shareholders' Equity
Net earnings	169,456			167,132			2,324
Other comprehensive income (loss)	(68,470)				(62,957)		(5,513)
Cash dividends declared	(12,713)			(12,713)
Dividends to noncontrolling interests	(1,767)						(1,767)
Acquisition of Locker	325						325
Stock plan exercises; 85,874 and 119,928 shares acquired for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	(13,602)					(13,602)
Stock options exercised; 177,902 and 230,141 shares issued for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	14,098		(3,647)	3,378		14,367
Tax benefit from stock option exercises	305		305
Stock option expense	2,627		2,627
Stock awards; 2667 and 402 shares issued for the period ended Jun 29, 2013 and Jun 30, 2012, respectively	1,088		715			373
Balance at Jun. 29, 2013	$ 1,498,357	$ 27,900		$ 1,458,326	$ (19,019)	$ (21,317)	$ 52,467

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CASH FLOW SUPPLEMENTARY INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2013	Jun. 30, 2012
CASH FLOW SUPPLEMENTARY INFORMATION
Interest	$ 16,329	$ 15,494
Income taxes	$ 103,604	$ 73,105

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 29, 2013

GOODWILL AND INTANGIBLE ASSETS

Components of amortized intangible assets

	June 29, 2013
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	171,290	$	68,632	13 years
Proprietary Software & Database		3,949		2,824	6 years
Patents & Proprietary Technology		9,592		6,084	8 years
Non-compete Agreements		1,793		1,582	6 years
	$	186,624	$	79,122

	December 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	170,556	$	62,957	13 years
Proprietary Software & Database		3,073		2,795	6 years
Patents & Proprietary Technology		9,953		5,517	8 years
Non-compete Agreements		1,807		1,542	6 years
	$	185,389	$	72,811

Amortization expense for intangible assets

Thirteen Weeks Ended				Twenty-six Weeks Ended
2013		2012		2013		2012
$	3,458	$	3,624	$	7,696	$	7,169

Schedule of future estimated amortization expense

	Estimated Amortization Expense
2013	$	15,715
2014		14,898
2015		14,053
2016		13,518
2017		13,479

Non-amortized intangible assets

	June 29, 2013		December 29, 2012		Year Acquired
Webforge	$	16,456	$	17,411		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		8,685		9,189		2010
Donhad		6,552		6,932		2010
Industrial Galvanizers		3,809		4,030		2010
Other		14,355		11,019
	$	60,968	$	59,692

Carrying amount of goodwill

	Engineered Infrastructure Products Segment			Utility Support Structures Segment			Coatings Segment			Irrigation Segment			Other			Total
Balance at December 29, 2012	$	155,185		$	77,141		$	77,053		$	2,517		$	18,895		$	330,791
Acquisitions		13,326			—			—			—			—			13,326
Foreign currency translation		(9,663	)		—			(998	)		(54	)		(1,035	)		(11,750	)
Other		1,737			(1,737	)		—			—			—			—
Balance at June 29, 2013	$	160,585		$	75,404		$	76,055		$	2,463		$	17,860		$	332,367

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

6 Months Ended

Jun. 29, 2013

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
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	426,817		$	169,027		$	360,802		$	(77,987	)	$	878,659
Cost of sales		297,949			126,290			273,482			(80,533	)		617,188
Gross profit		128,868			42,737			87,320			2,546			261,471
Selling, general and administrative expenses		55,720			14,347			47,139			—			117,206
Operating income		73,148			28,390			40,181			2,546			144,265
Other income (expense):
Interest expense		(7,636	)		(11,944	)		(390	)		11,945			(8,025	)
Interest income		8			237			13,552			(11,945	)		1,852
Other		394			31			(302	)		—			123
		(7,234	)		(11,676	)		12,860			—			(6,050	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		65,914			16,714			53,041			2,546			138,215
Income tax expense (benefit):
Current		24,824			6,546			16,182			658			48,210
Deferred		(750	)		1,399			(1,691	)		—			(1,042	)
		24,074			7,945			14,491			658			47,168
Earnings before equity in earnings of nonconsolidated subsidiaries		41,840			8,769			38,550			1,888			91,047
Equity in earnings of nonconsolidated subsidiaries		47,723			23,234			—			(70,688	)		269
Net earnings		89,563			32,003			38,550			(68,800	)		91,316
Less: Earnings attributable to noncontrolling interests		—			—			(1,753	)		—			(1,753	)
Net earnings attributable to Valmont Industries, Inc	$	89,563		$	32,003		$	36,797		$	(68,800	)	$	89,563

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	843,430		$	339,876		$	686,211		$	(171,228	)	$	1,698,289
Cost of sales		598,629			255,288			521,865			(174,333	)		1,201,449
Gross profit		244,801			84,588			164,346			3,105			496,840
Selling, general and administrative expenses		105,746			28,341			100,298			—			234,385
Operating income		139,055			56,247			64,048			3,105			262,455
Other income (expense):
Interest expense		(15,391	)		(24,574	)		(824	)		24,574			(16,215	)
Interest income		15			490			27,274			(24,574	)		3,205
Other		1,802			46			(169	)		—			1,679
		(13,574	)		(24,038	)		26,281			—			(11,331	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		125,481			32,209			90,329			3,105			251,124
Income tax expense (benefit):
Current		45,999			13,382			26,652			837			86,870
Deferred		(2,504	)		1,702			(3,927	)		—			(4,729	)
		43,495			15,084			22,725			837			82,141
Earnings before equity in earnings of nonconsolidated subsidiaries		81,986			17,125			67,604			2,268			168,983
Equity in earnings of nonconsolidated subsidiaries		85,146			42,385			207			(127,265	)		473
Net earnings		167,132			59,510			67,811			(124,997	)		169,456
Less: Earnings attributable to noncontrolling interests		—			—			(2,324	)		—			(2,324	)
Net earnings attributable to Valmont Industries, Inc		167,132			59,510			65,487			(124,997	)		167,132

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	347,643		$	152,159		$	333,171		$	(65,658	)	$	767,315
Cost of sales		249,557			121,658			261,374			(64,669	)		567,920
Gross profit		98,086			30,501			71,797			(989	)		199,395
Selling, general and administrative expenses		43,762			13,177			45,104			—			102,043
Operating income		54,324			17,324			26,693			(989	)		97,352
Other income (expense):
Interest expense		(7,573	)		(12,244	)		152			12,244			(7,421	)
Interest income		5			129			14,020			(12,244	)		1,910
Other		(454	)		11			(1,534	)		—			(1,977	)
		(8,022	)		(12,104	)		12,638			—			(7,488	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		46,302			5,220			39,331			(989	)		89,864
Income tax expense (benefit):
Current		19,363			6,197			10,425			—			35,985
Deferred		(2,963	)		(1,031	)		(1,199	)		—			(5,193	)
		16,400			5,166			9,226			—			30,792
Earnings before equity in earnings of nonconsolidated subsidiaries		29,902			54			30,105			(989	)		59,072
Equity in earnings of nonconsolidated subsidiaries		30,078			23,253			2,276			(53,520	)		2,087
Net earnings	$	59,980		$	23,307		$	32,381		$	(54,509	)	$	61,159
Less: Earnings attributable to noncontrolling interests		—			—			(1,179	)		—			(1,179	)
Net earnings attributable to Valmont Industries, Inc	$	59,980		$	23,307		$	31,202		$	(54,509	)	$	59,980

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales		712,483			280,871			627,113			(135,802	)		1,484,665
Cost of sales		517,069			225,300			491,297			(134,710	)		1,098,956
Gross profit		195,414			55,571			135,816			(1,092	)		385,709
Selling, general and administrative expenses		87,034			26,965			91,540			—			205,539
Operating income		108,380			28,606			44,276			(1,092	)		180,170
Other income (expense):
Interest expense		(15,255	)		(24,501	)		27			24,501			(15,228	)
Interest income		14			323			28,152			(24,501	)		3,988
Other		1,005			25			(1,430	)		—			(400	)
		(14,236	)		(24,153	)		26,749			—			(11,640	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		94,144			4,453			71,025			(1,092	)		168,530
Income tax expense (benefit):
Current		36,548			5,296			21,170			—			63,014
Deferred		(2,769	)		139			(1,826	)		—			(4,456	)
		33,779			5,435			19,344			—			58,558
Earnings before equity in earnings of nonconsolidated subsidiaries		60,365			(982	)		51,681			(1,092	)		109,972
Equity in earnings of nonconsolidated subsidiaries		51,940			46,361			3,932			(98,458	)		3,775
Net earnings		112,305			45,379			55,613			(99,550	)		113,747
Less: Earnings attributable to noncontrolling interests		—			—			(1,442	)		—			(1,442	)
Net earnings attributable to Valmont Industries, Inc	$	112,305		$	45,379		$	54,171		$	(99,550	)	$	112,305

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	89,563		$	32,003	$	38,550		$	(68,800	)	$	91,316
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			65,807		(118,769	)		—			(52,962	)
Realized (loss) included in net earnings during the period		—			—		—			—			—
		—			65,807		(118,769	)		—			(52,962	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		42			—			42
Equity in other comprehensive income		(49,618	)		—		—			49,618			—
Other comprehensive income (loss)		(49,518	)		65,807		(118,727	)		49,618			(52,820	)
Comprehensive income		40,045			97,810		(80,177	)		(19,182	)		38,496
Comprehensive income attributable to noncontrolling interests		—			—		1,549			—			1,549
Comprehensive income attributable to Valmont Industries, Inc.	$	40,045		$	97,810	$	(78,628	)	$	(19,182	)	$	40,045

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	167,132		$	59,510	$	67,811		$	(124,997	)	$	169,456
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			27,486		(90,068	)		—			(62,582	)
Realized (loss) included in net earnings during the period		—			—		(5,194	)		—			(5,194	)
		—			27,486		(95,262	)		—			(67,776	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—		—			—			200
		200			—		—			—			200
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(894	)		—			(894	)
Equity in other comprehensive income		(63,157	)		—					63,157			—
Other comprehensive income (loss)		(62,957	)		27,486		(96,156	)		63,157			(68,470	)
Comprehensive income		104,175			86,996		(28,345	)		(61,840	)		100,986
Comprehensive income attributable to noncontrolling interests		—			—		3,189			—			3,189
Comprehensive income attributable to Valmont Industries, Inc.	$	104,175		$	86,996	$	(25,156	)	$	(61,840	)	$	104,175

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen weeks ended June 30, 2012

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net earnings	$	59,980		$	23,307	$	32,381		$	(54,509	)	$	61,159
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			14,123		(38,433	)		(6,511	)		(30,821	)
		—			14,123		(38,433	)		(6,511	)		(30,821	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		100			—		—			—			100
		100			—		—			—			100
Actuarial gain (loss) in defined benefit pension plan liability		—			—		(1,238	)		—			(1,238	)
Equity in other comprehensive income		(28,347	)		—		—			28,347			—
Other comprehensive income (loss)		(28,247	)		14,123		(39,671	)		21,836			(31,959	)
Comprehensive income		31,733			37,430		(7,290	)		(32,673	)		29,200
Comprehensive income attributable to noncontrolling interests		—			—		2,533			—			2,533
Comprehensive income attributable to Valmont Industries, Inc.	$	31,733		$	37,430	$	(4,757	)	$	(32,673	)	$	31,733

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized gains (losses) arising during the period		—			(2,244	)		7,496			(6,511	)		(1,259	)
		—			(2,244	)		7,496			(6,511	)		(1,259	)
Unrealized loss on cash flow hedge:
Amortization cost included in interest expense		200			—			—			—			200
		200			—			—			—			200
Actuarial gain in defined benefit pension plan liability		—			—			633			—			633
Equity in other comprehensive income		(1,665	)		—			—			1,665			—
Other comprehensive income (loss)		(1,465	)		(2,244	)		8,129			(4,846	)		(426	)
Comprehensive income		110,840			43,135			63,742			(104,396	)		113,321
Comprehensive income attributable to noncontrolling interests		—			—			(2,481	)		—			(2,481	)
Comprehensive income attributable to Valmont Industries, Inc.	$	110,840		$	43,135		$	61,261		$	(104,396	)	$	110,840

CONDENSED CONSOLIDATED BALANCE SHEETS
June 29, 2013

	Parent			Guarantors		Non-Guarantors			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	135,336		$	29,738	$	325,403		$	—		$	490,477
Receivables, net		143,707			81,159		288,900			—			513,766
Inventories		135,396			70,345		207,667			—			413,408
Prepaid expenses		6,573			712		26,302			—			33,587
Refundable and deferred income taxes		38,155			5,605		24,408			—			68,168
Total current assets		459,167			187,559		872,680			—			1,519,406
Property, plant and equipment, at cost		476,731			141,114		401,143			—			1,018,988
Less accumulated depreciation and amortization		296,524			58,723		133,259			—			488,506
Net property, plant and equipment		180,207			82,391		267,884			—			530,482
Goodwill		20,108			107,542		204,717			—			332,367
Other intangible assets		419			50,869		117,182			—			168,470
Investment in subsidiaries and intercompany accounts		1,446,491			1,348,693		556,568			(3,351,752	)		—
Other assets		36,588			—		64,310			—			100,898
Total assets	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	188		$	—	$	269		$	—		$	457
Notes payable to banks		—			—		16,004			—			16,004
Accounts payable		66,559			19,128		126,410			—			212,097
Accrued employee compensation and benefits		58,734			9,046		32,756			—			100,536
Accrued expenses		37,575			4,227		39,186			—			80,988
Dividends payable		6,693			—		—			—			6,693
Total current liabilities		169,749			32,401		214,625			—			416,775
Deferred income taxes		19,182			28,254		32,715			—			80,151
Long-term debt, excluding current installments		470,919			532,852		743			(532,852	)		471,662
Defined benefit pension liability		—			—		98,707			—			98,707
Deferred compensation		29,689			—		7,428			—			37,117
Other noncurrent liabilities		7,551			—		41,303			—			48,854
Shareholders' equity:
Common stock of $1 par value		27,900			457,950		254,982			(712,932	)		27,900
Additional paid-in capital		—			150,286		894,239			(1,044,525	)		—
Retained earnings		1,458,326			526,750		505,878			(1,032,628	)		1,458,326
Accumulated other comprehensive income (loss)		(19,019	)		48,561		(19,746	)		(28,815	)		(19,019	)
Treasury stock		(21,317	)		—		—			—			(21,317	)
Total Valmont Industries, Inc. shareholders' equity		1,445,890			1,183,547		1,635,353			(2,818,900	)		1,445,890
Noncontrolling interest in consolidated subsidiaries		—			—		52,467			—			52,467
Total shareholders' equity		1,445,890			1,183,547		1,687,820			(2,818,900	)		1,498,357
Total liabilities and shareholders' equity	$	2,142,980		$	1,777,054	$	2,083,341		$	(3,351,752	)	$	2,651,623

CONDENSED CONSOLIDATED BALANCE SHEETS
December 29, 2012

	Parent			Guarantors			Non-Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	40,926		$	83,203		$	290,000	$	—		$	414,129
Receivables, net		144,161			86,403			285,338		—			515,902
Inventories		146,619			71,988			193,777		—			412,384
Prepaid expenses		7,153			1,029			16,962		—			25,144
Refundable and deferred income taxes		29,359			6,904			22,118		—			58,381
Total current assets		368,218			249,527			808,195		—			1,425,940
Property, plant and equipment, at cost		456,497			122,937			415,340		—			994,774
Less accumulated depreciation and amortization		288,226			55,239			138,697		—			482,162
Net property, plant and equipment		168,271			67,698			276,643		—			512,612
Goodwill		20,108			107,542			203,141		—			330,791
Other intangible assets		499			53,517			118,254		—			172,270
Investment in subsidiaries and intercompany accounts		1,456,159			1,246,777			615,152		(3,318,088	)		—
Other assets		32,511			—			94,427		—			126,938
Total assets	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	189		$	—		$	35	$	—		$	224
Notes payable to banks		—			—			13,375		—			13,375
Accounts payable		72,610			22,006			117,808		—			212,424
Accrued employee compensation and benefits		61,572			10,530			29,803					101,905
Accrued expenses		30,641			4,674			43,188		—			78,503
Income taxes payable		—			31			669		(700	)		—
Dividends payable		6,002			—			—		—			6,002
Total current liabilities		171,014			37,241			204,878		(700	)		412,433
Deferred income taxes		23,305			27,851			37,144		—			88,300
Long-term debt, excluding current installments		471,828			599,873			765		(599,873	)		472,593
Defined benefit pension liability		—			—			112,043		—			112,043
Deferred compensation		25,200			—			6,720		—			31,920
Other noncurrent liabilities		4,507			—			39,745		—			44,252
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		1,300,529			467,240			443,337		(910,577	)		1,300,529
Accumulated other comprehensive income		43,938			(15,380	)		65,826		(50,446	)		43,938
Treasury stock		(22,455	)		—			—		—			(22,455	)
Total Valmont Industries, Inc. shareholders' equity		1,349,912			1,060,096			1,657,419		(2,717,515	)		1,349,912
Noncontrolling interest in consolidated subsidiaries		—			—			57,098		—			57,098
Total shareholders' equity		1,349,912			1,060,096			1,714,517		(2,717,515	)		1,407,010
Total liabilities and shareholders' equity	$	2,045,766		$	1,725,061		$	2,115,812	$	(3,318,088	)	$	2,568,551

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six Weeks Ended June 29, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operating activities:
Net earnings	$	167,132		$	59,510		$	67,811		$	(124,997	)	$	169,456
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,834			6,452			21,900			—			38,186
Stock-based compensation		3,342			—			—			—			3,342
Defined benefit pension plan expense		—			—			3,245			—			3,245
Contribution to defined benefit pension plan		—			—			(10,346	)		—			(10,346	)
Gain on sale of property, plant and equipment		337			36			(5,444	)		—			(5,071	)
Equity in earnings in nonconsolidated subsidiaries		(266	)		—			(207	)		—			(473	)
Deferred income taxes		(2,504	)		1,702			(3,927	)		—			(4,729	)
Changes in assets and liabilities (net of acquisitions):
Receivables		453			5,235			(9,019	)		—			(3,331	)
Inventories		10,524			1,643			(14,658	)		—			(2,491	)
Prepaid expenses		579			318			(6,807	)		—			(5,910	)
Accounts payable		(6,052	)		(2,877	)		9,665			—			736
Accrued expenses		4,471			(1,932	)		377			—			2,916
Other noncurrent liabilities		3,058			—			(1,185	)		—			1,873
Income taxes payable (refundable)		(10,415	)		(1,943	)		(277	)		825			(11,810	)
Net cash flows from operating activities		180,493			68,144			51,128			(124,172	)		175,593
Cash flows from investing activities:
Purchase of property, plant and equipment		(22,826	)		(18,569	)		(12,863	)		—			(54,258	)
Proceeds from sale of assets		1,466			32			37,556			—			39,054
Acquisitions, net of cash acquired		—			—			(53,152	)		—			(53,152	)
Other, net		(53,317	)		(99,472	)		28,484			124,172			(133	)
Net cash flows from investing activities		(74,677	)		(118,009	)		25			124,172			(68,489	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			2,620			—			2,620
Proceeds from long-term borrowings		—			—			68			—			68
Principal payments on long-term borrowings		(186	)		—			(117	)		—			(303	)
Dividends paid		(12,021	)		—			—			—			(12,021	)
Dividends to noncontrolling interest		—			—			(1,767	)		—			(1,767	)
Proceeds from exercises under stock plans		14,098			—			—			—			14,098
Excess tax benefits from stock option exercises		305			—			—			—			305
Purchase of common treasury shares—stock plan exercises:		(13,602	)		—			—			—			(13,602	)
Net cash flows from financing activities		(11,406	)		—			804			—			(10,602	)
Effect of exchange rate changes on cash and cash equivalents		—			(3,600	)		(16,554	)		—			(20,154	)
Net change in cash and cash equivalents		94,410			(53,465	)		35,403			—			76,348
Cash and cash equivalents—beginning of year		40,926			83,203			290,000			—			414,129
Cash and cash equivalents—end of period	$	135,336		$	29,738		$	325,403		$	—		$	490,477

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-six Weeks Ended June 30, 2012

	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
Net earnings	$	112,305		$	45,379		$	55,613		$	(99,550	)	$	113,747
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization		9,121			6,341			18,905			—			34,367
Stock-based compensation		3,067			—			—			—			3,067
Defined benefit pension plan expense		—			—			2,050			—			2,050
Contribution to defined benefit pension plan		—			—			(10,750	)		—			(10,750	)
Gain on sale of property, plant and equipment		(65	)		(44	)		(55	)		—			(164	)
Equity in earnings of nonconsolidated subsidiaries		157			—			(3,932	)		—			(3,775	)
Deferred income taxes		(2,769	)		139			(1,826	)		—			(4,456	)
Changes in assets and liabilities:
Receivables		(11,412	)		(27,844	)		(30,666	)		—			(69,922	)
Inventories		(10,063	)		(7,131	)		(31,471	)		167			(48,498	)
Prepaid expenses		(1,332	)		266			(2,994	)		—			(4,060	)
Accounts payable		(13,913	)		5,395			10,494			—			1,976
Accrued expenses		3,009			(1,227	)		(2,403	)		—			(621	)
Other noncurrent liabilities		719			—			(1,127	)		—			(408	)
Income taxes payable (refundable)		(13,249	)		38			(2,879	)		—			(16,090	)
Net cash flows from operations		75,575			21,312			(1,041	)		(99,383	)		(3,537	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(15,037	)		(6,017	)		(18,167	)		—			(39,221	)
Proceeds from sale of assets		98			52			4,717			—			4,867
Other, net		(59,181	)		6,599			(44,964	)		99,383			1,837
Net cash flows from investing activities		(74,120	)		634			(58,414	)		99,383			(32,517	)
Cash flows from financing activities:
Net borrowings under short-term agreements		—			—			5,931			—			5,931
Proceeds from long-term borrowings		39,000			—			126			—			39,126
Principal payments on long-term borrowings		(39,191	)		—			(41	)		—			(39,232	)
Proceeds from sale of partial ownership interest		—			—			1,404			—			1,404
Dividends paid		(9,545	)		—			—			—			(9,545	)
Dividend to noncontrolling interests		—			—			(1,379	)		—			(1,379	)
Proceeds from exercises under stock plans		15,153			—			—			—			15,153
Excess tax benefits from stock option exercises		3,211			—			—			—			3,211
Purchase of common treasury shares—stock plan exercises		(14,086	)		—			—			—			(14,086	)
Net cash flows from financing activities		(5,458	)		—			6,041			—			583
Effect of exchange rate changes on cash and cash equivalents		—			270			688			—			958
Net change in cash and cash equivalents		(4,003	)		22,216			(52,726	)		—			(34,513	)
Cash and cash equivalents—beginning of year		27,545			18,257			317,092			—			362,894
Cash and cash equivalents—end of period	$	23,542		$	40,473		$	264,366		$	—		$	328,381

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BUSINESS SEGMENTS (Tables)

6 Months Ended

Jun. 29, 2013

BUSINESS SEGMENTS

Segment reporting information of sales and operating income

	Thirteen Weeks Ended						Twenty-six Weeks Ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
SALES:
Engineered Infrastructure Products segment:
Lighting, Traffic, and Roadway Products	$	161,487		$	158,575		$	308,657		$	297,900
Communication Products		34,771			36,488			63,393			63,183
Access Systems		54,378			40,753			102,256			78,660
Engineered Infrastructure Products segment		250,636			235,816			474,306			439,743
Utility Support Structures segment:
Steel		201,164			185,079			411,661			352,043
Concrete		27,079			27,158			56,220			51,426
Utility Support Structures segment		228,243			212,237			467,881			403,469
Coatings segment		93,798			84,837			183,043			167,684
Irrigation segment		270,175			194,496			514,882			390,762
Other		83,679			87,194			161,548			173,257
Total		926,531			814,580			1,801,660			1,574,915
INTERSEGMENT SALES:
Engineered Infrastructure Products segment		22,169			24,726			51,621			43,146
Utility Support Structures segment		299			467			710			2,447
Coatings segment		14,448			13,252			28,778			25,949
Irrigation segment		1			6			1			431
Other		10,955			8,814			22,261			18,277
Total		47,872			47,265			103,371			90,250
NET SALES:
Engineered Infrastructure Products segment		228,467			211,090			422,685			396,597
Utility Support Structures segment		227,944			211,770			467,171			401,022
Coatings segment		79,350			71,585			154,265			141,735
Irrigation segment		270,174			194,490			514,881			390,331
Other		72,724			78,380			139,287			154,980
Total	$	878,659		$	767,315		$	1,698,289		$	1,484,665
OPERATING INCOME:
Engineered Infrastructure Products segment	$	22,603		$	14,168		$	35,337		$	22,192
Utility Support Structures segment		42,121			26,574			88,276			51,678
Coatings segment		23,552			19,517			36,972			36,029
Irrigation segment		64,174			37,607			118,733			76,015
Other		13,025			12,259			23,812			23,670
Corporate		(21,210	)		(12,773	)		(40,675	)		(29,414	)
Total	$	144,265		$	97,352		$	262,455		$	180,170

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CASH FLOW SUPPLEMENTARY INFORMATION (Tables)

6 Months Ended

Jun. 29, 2013

CASH FLOW SUPPLEMENTARY INFORMATION

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

	2013		2012
Interest	$	16,329	$	15,494
Income taxes		103,604		73,105

XML

Document and Entity Information	6 Months Ended
	Jun. 29, 2013	Jul. 19, 2013
Document and Entity Information
Entity Registrant Name	VALMONT INDUSTRIES INC
Entity Central Index Key	0000102729
Document Type	10-Q
Document Period End Date	Jun. 29, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-29
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		26,772,121
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

XML

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 29, 2013

EARNINGS PER SHARE

Reconciliation of basic and diluted earnings per share (EPS)

	Basic EPS		Dilutive Effect of Stock Options			Diluted EPS
Thirteen weeks ended June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	89,563	$	—		$	89,563
Shares outstanding		26,648		262			26,910
Per share amount	$	3.36	$	(0.03	)	$	3.33
Thirteen weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	59,980	$	—		$	59,980
Shares outstanding		26,467		291			26,758
Per share amount	$	2.27	$	(0.03	)	$	2.24
Twenty-six weeks ended June 29, 2013:
Net earnings attributable to Valmont Industries, Inc.	$	167,132	$	—		$	167,132
Shares outstanding		26,615		269			26,884
Per share amount	$	6.28	$	(0.06	)	$	6.22
Twenty-six weeks ended June 30, 2012:
Net earnings attributable to Valmont Industries, Inc.	$	112,305	$	—		$	112,305
Shares outstanding		26,432		286			26,718
Per share amount	$	4.25	$	(0.05	)	$	4.20