VALMONT INDUSTRIES INC - Quarter Report: 2011 March (Form 10-Q)

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

Form 10-Q


(Mark One)
ý		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 26, 2011
Or
o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-31429

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


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

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

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

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


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

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

26,414,248
Outstanding shares of common stock as of April 19, 2011

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Operations for the thirteen weeks ended March 26, 2011 and March 27, 2010	3
	Condensed Consolidated Balance Sheets as of March 26, 2011 and December 25, 2010	4
	Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended March 26, 2011 and March 27, 2010	5
	Condensed Consolidated Statements of Shareholders' Equity for the thirteen weeks ended March 26, 2011 and March 27, 2010	6
	Notes to Condensed Consolidated Financial Statements	7-20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21-28
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	28
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		32

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(Unaudited)

		Thirteen Weeks Ended

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

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

	Total cost of sales		431,456			266,672

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

	Operating income		45,301			31,650

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

			(6,094	)		(5,683	)

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

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

			13,288			9,446

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

	Net earnings		26,873			16,635

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

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

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

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

Cash dividends per share		$	0.165		$	0.15

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

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

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

			March 26, 2011			December 25, 2010

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

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

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

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

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

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

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

		Total current liabilities		358,898			346,914

Deferred income taxes				93,485			89,922
Long-term debt, excluding current installments				484,548			468,596
Defined benefit pension liability				110,900			104,171
Deferred compensation				30,469			23,300
Other noncurrent liabilities				47,786			47,713
Shareholders' equity:
	Preferred stock Authorized 500,000 shares; none issued			—			—
	Common stock of $1 par value Authorized 75,000,000 shares; 27,900,000 issued			27,900			27,900
	Retained earnings			868,396			850,269
	Accumulated other comprehensive income			85,149			63,645
	Treasury stock			(25,465	)		(25,922	)

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

	Noncontrolling interest in consolidated subsidiaries			97,477			94,235

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

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

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

					Thirteen Weeks Ended

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

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

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

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

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

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

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

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

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

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

(Unaudited)

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

Balance at December 26, 2009			$	27,900	$	—		$	767,398		$	16,953		$	(25,990	)	$	22,046		$	808,307
Comprehensive income:
	Net earnings			—		—			16,463			—			—			172			16,635
	Currency translation adjustment			—		—			—			(6,615	)		—			(263	)		(6,878	)

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

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

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

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

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

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheet as of March 26, 2011, the Condensed Consolidated Statements of Operations, Cash Flows and Shareholders' Equity for the thirteen week periods ended March 26, 2011 and March 27, 2010 have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 26, 2011 and for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2010. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 25, 2010. The results of operations for the period ended March 26, 2011 are not necessarily indicative of the operating results for the full year.

Inventories

At March 26, 2011, approximately 36% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value was approximately $53,000 and $42,500 at March 26, 2011 and December 25, 2010, respectively.

Inventories consisted of the following:

	March 26, 2011		December 25, 2010

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

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

Net inventory	$	323,964	$	280,223

Stock Plans

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

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

Under the plans, the exercise price of each option equals the market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. Expiration of grants is from six to ten years from the date of grant. The Company recorded $1,252 and $1,228 of compensation expense (included in selling, general and administrative expenses) in the quarters ended March 26, 2011 and March 27, 2010, respectively, related to stock options. The associated tax benefits recorded were $482 and $472, respectively.

Fair Value

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

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

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

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

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

Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

				Fair Value Measurement Using:

		Carrying Value March 26, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
	Trading Securities	$	19,203	$	19,203	$	—	$	—

				Fair Value Measurement Using:

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

Accumulated Other Comprehensive Income (Loss)

Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. "Accumulated other comprehensive income (loss)" consisted of the following at March 26, 2011 and December 25, 2010:

	March 26, 2011		December 25, 2010

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

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

2. Acquisition of Delta plc

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Acquisition of Delta plc (Continued)

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

	Thirteen weeks Ended March 27, 2010

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

3. Goodwill and Intangible Assets

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

Amortized Intangible Assets

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

	As of March 26, 2011

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

	$	173,381	$	47,846

	As of December 25, 2010

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

	$	169,433	$	43,890

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Goodwill and Intangible Assets (Continued)

	Estimated Amortization Expense

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

	March 26, 2011		December 25, 2010

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

	$	61,995	$	59,992

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

Balance December 25, 2010	$	152,062	$	77,141	$	64,868	$	2,064	$	18,712	$	314,847
Foreign currency translation		5,647		—		1,556		—		781		7,984

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

				Thirteen Weeks Ended

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

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

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

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

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

		Total		$	567,949		$	367,402

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

		Total		$	45,301		$	31,650

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

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

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

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

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

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

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

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

			6,549			1,843			4,896			—			13,288

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

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

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

		Basic EPS		Dilutive Effect of Stock Options			Diluted EPS

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

		Parent			Guarantors			Non-Guarantors			Eliminations			Total

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

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

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

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

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

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

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

			4,388			1,565			3,493			—			9,446

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

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

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

						Parent			Guarantors			Non-Guarantors			Eliminations			Total

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

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

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

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

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

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

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

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

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

			Thirteen Weeks Ended

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

	Net Sales		Operating Income

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

Total	$	133.2	$	6.2



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


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


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

EBITDA	$	260,558

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

Period		Total Number of Shares Purchased		Average Price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
December 26, 2010 to January 22, 2011			—		—		—		—
January 23, 2011 to February 26, 2011			163,436	$	109.66		—		—
February 27, 2011 to March 26, 2011			2,299	$	100.17		—		—

	Total		165,735	$	109.53		—		—



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


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


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


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

Exhibit No.			Description

	31.1		Section 302 Certificate of Chief Executive Officer
	31.2		Section 302 Certificate of Chief Financial Officer
	32.1		Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
	101		The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended March 26, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) Notes to Condensed Financial Statements (tagged as blocks of text).


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