Edgar Filing: VALMONT INDUSTRIES INC

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TABLE OF CONTENTS

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

Form 10-Q


(Mark One)
ý		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2009
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 o 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. (Check one):


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

26,276,932
Outstanding shares of common stock as of October 26, 2009

Table of Contents

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 and thirty-nine weeks ended September 26, 2009 and September 27, 2008	3
	Condensed Consolidated Balance Sheets as of September 26, 2009 and December 27, 2008	4
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 26, 2009 and September 27, 2008	5
	Condensed Consolidated Statements of Shareholders' Equity for the thirty-nine weeks ended September 26, 2009 and September 27, 2008	6
	Notes to Condensed Consolidated Financial Statements	7-24
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25-32
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	33
Item 4.	Controls and Procedures	33
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
Signatures		35

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(Unaudited)

		Thirteen Weeks Ended						Thirty-nine Weeks Ended

		Sept. 26, 2009			Sept. 27, 2008			Sept. 26, 2009			Sept. 27, 2008
Net sales		$	434,010		$	494,801		$	1,387,974		$	1,414,216
Cost of sales			297,652			359,802			978,619			1,026,206

	Gross profit		136,358			134,999			409,355			388,010
Selling, general and administrative expenses			73,625			73,103			218,887			212,278

	Operating income		62,733			61,896			190,468			175,732

Other income (expense):
	Interest expense		(3,587	)		(4,264	)		(11,847	)		(13,446	)
	Interest income		370			382			986			1,880
	Miscellaneous		2,106			(376	)		1,916			(2,234	)

			(1,111	)		(4,258	)		(8,945	)		(13,800	)

Earnings before income taxes, minority interest and equity in earnings of nonconsolidated subsidiaries			61,622			57,638			181,523			161,932

Income tax expense (benefit):
	Current		22,779			24,089			54,345			65,625
	Deferred		(2,441	)		(4,501	)		5,299			(10,435	)

			20,338			19,588			59,644			55,190

Earnings before equity in earnings of nonconsolidated subsidiaries			41,284			38,050			121,879			106,742
Equity in earnings of nonconsolidated subsidiaries			84			412			579			369

Net earnings			41,368			38,462			122,458			107,111

Less: Earnings attributable to noncontrolling interests			(894	)		(1,478	)		(1,890	)		(3,164	)

Net earnings attributable to Valmont Industries, Inc.		$	40,474		$	36,984		$	120,568		$	103,947

Earnings per share—Basic		$	1.56		$	1.43		$	4.65		$	4.03

Earnings per share—Diluted		$	1.53		$	1.40		$	4.59		$	3.95

Cash dividends per share		$	0.150		$	0.130		$	0.430		$	0.365

Weighted average number of shares of common stock outstanding (000 omitted)			25,963			25,864			25,936			25,793

Weighted average number of shares of common stock outstanding plus dilutive potential common shares (000 omitted)			26,402			26,362			26,257			26,321

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)

			September 26, 2009			December 27, 2008

ASSETS
Current assets:
	Cash and cash equivalents		$	129,844		$	68,567
	Receivables, net			296,267			327,620
	Inventories			216,483			313,411
	Prepaid expenses			26,596			13,821
	Refundable and deferred income taxes			31,895			32,380

		Total current assets		701,085			755,799

Property, plant and equipment, at cost				674,762			630,410
	Less accumulated depreciation and amortization			388,096			361,090

		Net property, plant and equipment		286,666			269,320

Goodwill				174,042			175,291
Other intangible assets, net				98,134			104,506
Other assets				28,785			21,372

		Total assets	$	1,288,712		$	1,326,288

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	977		$	904
	Notes payable to banks			24,950			19,552
	Accounts payable			118,463			136,868
	Accrued expenses			57,671			49,700
	Accrued employee compensation and benefits			63,195			70,158
	Dividends payable			3,941			3,402

		Total current liabilities		269,197			280,584

Deferred income taxes				43,393			45,124
Long-term debt, excluding current installments				171,710			337,128
Other noncurrent liabilities				26,490			22,476
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; issued 27,900,000 shares		27,900			27,900
	Retained earnings			740,784			624,254
	Accumulated other comprehensive income (loss)			14,781			(533	)
	Treasury stock			(26,789	)		(27,490	)

		Total Valmont Industries, Inc. shareholders' equity		756,676			624,131

	Noncontrolling interest in consolidated subsidiaries			21,246			16,845

		Total shareholders' equity		777,922			640,976

		Total liabilities and shareholders' equity	$	1,288,712		$	1,326,288

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)

				Thirty-nine Weeks Ended

				Sept. 26, 2009			Sept. 27, 2008
Cash flows from operating activities:
	Net earnings			$	122,458		$	107,111
	Adjustments to reconcile net earnings to net cash flows from operating activities:
		Depreciation and amortization			33,639			29,081
		Stock-based compensation			4,814			3,869
		Loss/(gain) on sale of assets			807			(377	)
		Equity in earnings of nonconsolidated subsidiaries			(579	)		(369	)
		Deferred income taxes			5,299			(10,435	)
		Other			(238	)		(840	)
		Payment of deferred compensation			—			(589	)
		Changes in assets and liabilities, net of business acquisitions:
			Receivables		37,945			(49,109	)
			Inventories		102,820			(78,663	)
			Prepaid expenses		(11,556	)		(28	)
			Accounts payable		(19,949	)		34,510
			Accrued expenses		(1,262	)		24,152
			Other noncurrent liabilities		(737	)		(1,430	)
			Income taxes payable/refundable		(7,035	)		10,111

			Net cash flows from operating activities		266,426			66,994

Cash flows from investing activities:
	Purchase of property, plant & equipment				(38,718	)		(38,924	)
	Proceeds from sale of assets				595			3,133
	Acquisitions, net of cash acquired				—			(119,044	)
	Dividends to noncontrolling interests				(289	)		(184	)
	Other, net				(2,454	)		(598	)

			Net cash flows from investing activities		(40,866	)		(155,617	)

Cash flows from financing activities:
	Net borrowings under short-term agreements				5,398			10,395
	Proceeds from long-term borrowings				10,001			80,895
	Principal payments on long-term obligations				(175,909	)		(38,787	)
	Dividends paid				(10,753	)		(8,852	)
	Proceeds from exercises under stock plans				4,549			6,689
	Excess tax benefits from stock option exercises				1,954			7,117
	Purchase of common treasury shares—stock plan exercises				(3,440	)		(7,895	)

			Net cash flows from financing activities		(168,200	)		49,562

Effect of exchange rate changes on cash and cash equivalents					3,917			624

Net change in cash and cash equivalents					61,277			(38,437	)
Cash and cash equivalents—beginning of year					68,567			106,532

Cash and cash equivalents—end of period				$	129,844		$	68,095

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 29, 2007			$	27,900	$	—		$	496,388		$	16,996		$	(30,671	)	$	10,373		$	520,986
Comprehensive income:
	Net earnings			—		—			103,947			—			—			3,164			107,111
	Currency translation adjustment			—		—			—			(657	)		—			(835	)		(1,492	)

		Total comprehensive income		—		—			—			—			—			—			105,619
Cash dividends ($0.365 per share)				—		—			(9,527	)		—			—			—			(9,527	)
Dividends to noncontrolling interests				—		—			—			—			—			(184	)		(184	)
Acquisitions				—		—			—			—			—			7,192			7,192
Stock plan exercises; 77,328 shares purchased				—		—			—			—			(7,896	)		—			(7,896	)
Stock options exercised; 266,973 shares issued				—		(11,360	)		6,866			—			11,149			—			6,655
Tax benefit from exercise of stock options				—		7,117			—			—			—			—			7,117
Stock option expense						2,248			—			—			—			—			2,248
Stock awards; 13,025 shares issued				—		1,995			—			—			—			—			1,995

Balance at September 27, 2008			$	27,900	$	—		$	597,674		$	16,339		$	(27,418	)	$	19,710		$	634,205

Balance at December 27, 2008			$	27,900	$	—		$	624,254		$	(533	)	$	(27,490	)	$	16,845		$	640,976
Comprehensive income:
	Net earnings			—		—			120,568			—			—			1,890			122,458
	Currency translation adjustment			—		—			—			15,314			—			2,800			18,114

		Total comprehensive income		—		—			—			—			—			—			140,572
Cash dividends ($0.43 per share)				—		—			(11,292	)		—			—			—			(11,292	)
Dividends to noncontrolling interests				—		—			—			—			—			(289	)		(289	)
Stock plan exercises; 152,864 shares issued				—		(6,410	)		7,254			—			3,705			—			4,549
Stock plan exercises; 49,709 shares purchased				—		—			—			—			(3,440	)		—			(3,440	)
Tax benefit from exercise of stock options				—		1,954			—			—			—			—			1,954
Stock option expense				—		3,061			—			—			—			—			3,061
Stock awards; 9,746 shares issued				—		1,395			—			—			436			—			1,831

Balance at September 26, 2009			$	27,900	$	—		$	740,784		$	14,781		$	(26,789	)	$	21,246		$	777,922

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 September 26, 2009, the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine week periods ended September 26, 2009 and September 27, 2008, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Shareholders' Equity for the thirty-nine week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of September 26, 2009 and for all periods presented. Information related to noncontrolling interest in consolidated subsidiaries for 2008 has been reclassified to conform to the 2009 presentation, as required under Accounting Standards Codification 810, Consolidation, which was adopted effective December 28, 2008, the beginning of the Company's 2009 fiscal year. The effect of this standard was to classify noncontrolling interests on the condensed consolidated balance sheets as equity and to reclassify the related earnings in the condensed consolidated statements of operations 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 27, 2008. 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 27, 2008. The results of operations for the periods ended September 26, 2009 are not necessarily indicative of the operating results for the full year.

Inventories

At September 26, 2009, approximately 44.8% 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 finished goods. The excess of replacement cost of inventories over the LIFO value was approximately $41,600 and $58,200 at September 26, 2009 and December 27, 2008, respectively.

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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)

Inventories consisted of the following:

		September 26, 2009		December 27, 2008

Raw materials and purchased parts		$	128,584	$	207,011
Work-in-process			18,562		28,925
Finished goods and manufactured goods			110,968		135,671

	Subtotal		258,114		371,607
LIFO reserve			41,631		58,196

Net inventory		$	216,483	$	313,411

In 2009, the Company reduced its inventory quantities, thereby liquidating a portion of its LIFO inventories acquired in prior years. The result of this liquidation was an increase in operating income of $1,204 and $4,047 for the thirteen and thirty-nine week periods ended September 26, 2009, respectively.

Stock Plans

The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Compensation Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At September 26, 2009, 1,335,570 shares of common stock remained available for issuance under the plans. Shares and options issued and available for issuance are subject to changes in capitalization.

Under the plans, the exercise price of each option equals the market price at the time 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 related to stock options (included in selling, general and administrative expenses) and associated tax benefits for the periods listed below were as follows:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended

	September 26, 2009		September 27, 2008		September 26, 2009		September 27, 2008
Compensation expense	$	1,021	$	760	$	3,061	$	2,248
Related tax benefits		394		289		1,178		854

Fair Value

On December 30, 2007, the Company adopted Accounting Standards Codification 820, Fair Value Measurements and Disclosures (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. The Company

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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)

adopted ASC 820 in 2008, except as it applies to those nonfinancial assets and liabilities affected by the one-year delay, which was adopted in fiscal 2009.

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

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

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

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

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

				Fair Value Measurement Using:

		Carrying Value September 26, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
	Trading Securities	$	15,238	$	15,238	$	—	$	—

				Fair Value Measurement Using:

		Carrying Value December 27, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
	Trading Securities	$	10,488	$	10,488	$	—	$	—

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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)

The Company implemented Accounting Standards Codification 855, Subsequent Events, in the second quarter of 2009. In accordance with this pronouncement, the Company evaluated subsequent events through November 3, 2009. The Company evaluated all subsequent events requiring recognition as of September 26, 2009 and did not identify any subsequent events that require disclosure.

In June 2009, the FASB updated ASC Topic 860, Transfers and Servicing, which significantly changes the accounting for transfers of financial assets. The update to ASC 860 eliminates the qualifying special purpose entity ("QSPE") concept, establishes conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies the financial-asset derecognition criteria, revises how interests retained by the transferor in a sale of financial assets initially are measured, and removes the guaranteed mortgage securitization recharacterization provisions. The Company is currently assessing the potential impact of adopting this new accounting guidance.

In the first quarter of 2008, the Company acquired substantially all of the assets of Penn Summit LLC (Penn Summit), a manufacturer of steel utility and wireless communication poles located in Hazelton, Pennsylvania and 70% of the outstanding shares of West Coast Engineering Group, Ltd. (West Coast), a Canadian and U.S. manufacturer of steel structures for the lighting, transportation and wireless communication industries headquartered in Delta, British Columbia. In July 2008, the Company acquired the assets of Site Pro 1, Inc. (Site Pro), a company that distributes wireless communication components for the U.S. market.

In November 2008, the Company acquired all of the outstanding shares of Stainton Metals Co., Ltd. (Stainton), an English manufacturer of steel structures for the lighting, transportation and wireless communication industries headquartered in Stockton-on-Tees, England. The Company completed the purchase price allocation related to this acquisition in the third quarter of fiscal 2009. The changes to the purchase price allocation from what was previously recorded were related to the adjustment of the recorded amount of fixed assets to fair value, and certain deferred income tax assets with corresponding adjustments to intangible assets.

In addition, the Company acquired the assets of a provider of materials analysis, testing and inspection services, formed a 51% owned joint venture in Turkey with a Turkish company to manufacture and sell pole structures and acquired the assets of a galvanizing operation located near Louisville, Kentucky in 2008.

The aggregate amount paid by the Company for the businesses acquired in the year-to-date period ended September 27, 2008 was $119,044.

The Company's pro forma results of operations for the thirteen and thirty-nine weeks ended September 27, 2008, assuming that these transactions occurred at the beginning of fiscal 2008 were as follows:

The Company's annual impairment testing of goodwill and intangible assets was performed during the third quarter of fiscal 2009. As a result of that testing, it was determined the goodwill and other intangible assets on the Company's Consolidated Balance Sheet were not impaired, other than certain intangible assets associated with a sign structures operation. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units and related components.

The components of amortized intangible assets at September 26, 2009 and December 27, 2008 were as follows:

Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 26, 2009 and September 27, 2008, respectively was as follows:

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.

Intangible assets with indefinite lives are not amortized. The carrying values of trade names at September 26, 2009 and December 27, 2008 were as follows:

These trade names were tested for impairment separately from goodwill in the third quarter of 2009. 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 as of September 26, 2009.

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 purchase accounting adjustment was related to the finalization of the purchase price allocation of the Company's acquisition of 100% of the shares of Stainton. The impairment charge was related to the Company's evaluation of its goodwill and intangible assets assigned to a sign structure operation in the third quarter of 2009, which were all determined to be impaired based on estimated future cash flows.

The Company considers all highly liquid temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended were as follows:

At September 26, 2009 there were 185,773 of outstanding stock options with exercise prices exceeding the market price of common stock that were therefore excluded from the computation of fully diluted shares earnings per share for the thirteen and thirty-nine weeks ended September 26, 2009. At September 27, 2008, there were no outstanding stock options with exercise prices exceeding the market price of common stock. Therefore, there were no shares contingently issuable upon exercise of stock options excluded from the computation of diluted earnings per share for the thirteen and thirty-nine weeks ended September 27, 2008.

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. Currency translation adjustment is the Company's only component of accumulated other

comprehensive income. The Company's total comprehensive income for the thirteen and thirty-nine weeks ended September 26, 2009 and September 27, 2008, respectively, were as follows:

The Company aggregates its operating segments into four reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. Net corporate expense is net of certain service-related expenses that are allocated to business units generally based on employee headcounts and sales dollars.

ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture of engineered metal structures and components for the lighting and traffic and wireless communication industries, certain international utility industries and for other specialty applications;

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

COATINGS: This segment consists of galvanizing, anodizing and powder coating services; and

IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services

In addition to these four reportable segments, the Company has other businesses that individually are not more than 10% of consolidated sales. These businesses, which include the manufacture of tubular products and the distribution of industrial fasteners, 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.

On May 4, 2004, the Company completed a $150,000,000 offering of 6⁷/8% Senior Subordinated Notes. The Notes are guaranteed, jointly, severally, fully and unconditionally, on a senior subordinated basis by certain of the Company's current and future direct and indirect domestic 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. Condensed consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended September 26, 2009

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirty-nine Weeks Ended September 26, 2009

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended September 27, 2008

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirty-nine Weeks Ended September 27, 2008

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 26, 2009

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty-nine Weeks Ended September 27, 2008

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management's perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company's actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include, among other things, risk factors described from time to time in the Company's reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

This discussion should be read in conjunction with the financial statements and the notes thereto, and the management's discussion and analysis, included in the Company's annual report on Form 10-K for the fiscal year ended December 27, 2008. We aggregate our businesses into four reportable segments. See Note 7 to the Condensed Consolidated Financial Statements.

The decrease in net sales for the third quarter and year-to-date periods ended September 26, 2009, as compared with the same periods in 2008, were mainly due to the following:

These decreases were offset to a degree by the full-year impact of acquisitions completed in 2008 (approximately $14.0 million and $50.8 million, respectively) for the third quarter and year-to-date periods ended September 26, 2009, as compared with the same periods in fiscal 2008.

On a year-to-date basis, unit selling prices were higher in 2009, as compared with 2008, due to steel cost increases that occurred throughout most of 2008 and reflected in sales shipments in 2009. In the third quarter of 2009, unit selling prices were slightly lower than in 2008. Despite higher sales unit prices 2009, as compared with 2008, pricing levels in 2009 have generally decreased as compared with late 2008, due to pricing pressures associated with weaker sales demand and lower raw material prices.

The increase in gross profit margin (gross profit as a percent of sales) for the third quarter and year-to-date periods ended September 26, 2009 over the same periods in 2008 was mainly due to the strong sales and operational performance of the Utility segment and a modest gross margin improvement in the Coatings segment. The Irrigation segment reported weaker gross margins in 2009, as compared with 2008, mainly due to lower sales and production levels. Declining raw materials costs throughout 2009 and aggressive manufacturing cost control helped us maintain gross margins to some degree despite weaker sales demand and lower factory production levels in most of our businesses.

Selling, general and administrative (SG&A) spending in 2009 (on a quarterly and year-to-date basis) increased over 2008, due to:

The decrease in net interest expense for the third quarter and year-to-date periods ended September 26, 2009, as compared with the same periods in 2008, was due to a combination of lower interest rates on our variable rate debt in 2009 and decreased borrowing levels throughout 2009.

"Miscellaneous" income was higher in the third quarter and year-to-date periods ended September 26, 2009, as compared with 2008, due to improved investment performance in the assets in our deferred compensation plan (approximately $1.9 million and $3.7 million, respectively) and foreign currency transaction gains realized in 2009.

The effective income tax rate for the third quarter and year-to-date periods ended September 26, 2009, as compared with the same periods in 2008, were slightly lower, due to a reduction in the first quarter of 2009 of our income tax contingency liabilities. Our cash flows provided by operations were $266.4 million for the thirty-nine week period ended September 26, 2009, as compared with $67.0 million for the same period in 2008. Improved net earnings and working capital management in 2009, as compared with 2008, were the main reasons for the improved operating cash flow in 2009.

The decrease in ESS segment sales in the quarter and year-to-date periods ended September 26, 2009, as compared with the same periods in 2008, was mainly due to weaker sales demand in worldwide markets. Foreign currency translation effects (approximately $4.2 million and $15.6 million, respectively) also contributed to the decrease in segment sales. These decreases were offset somewhat by the impact of acquisitions (approximately $14.0 million and $50.1 million, respectively).

In North America, lighting and traffic structure sales were lower than 2008 levels due to decreased demand for lighting and traffic control support structures. In particular, sales demand for lighting structures for residential and commercial outdoor lighting applications were lower in 2009, as compared with 2008, due to weaker residential and commercial construction activity that resulted from the global economic recession and tightness in credit markets. Net sales in the transportation market channel likewise were lower in 2009 as compared with 2008. In addition to the recession in the U.S. economy, we believe that state budget deficits and uncertainty over the U.S. federal highway funding legislation also contributed to weaker sales order flows and shipments in 2009. We believe that the lack of legislative activity on long-term street and highway funding is negatively impacting street and highway project activity, because the amount and nature of any funding is uncertain. We also believe that the impact from the U.S. economic stimulus spending directed towards street and highway construction projects is not substantial, aside from some potential positive impact of financial aid provided to the various states, which could be used to fund street and highway construction projects. In Europe, sales for the third quarter and year-to-date periods ended September 26, 2009 were above 2008. The positive impact from the Mitas and Stainton acquisitions in late 2008 and special project sales outside of Europe more than offset lower sales demand in our core markets due to economic weakness in Europe and currency translation effects.

Sales of Specialty Structures products in the third quarter of 2009 were lower than 2008. In North America, market conditions for sales of structures and components for the wireless communication market in 2009 were lower than 2008. Sales of wireless communication poles in China in 2009 were comparable to 2008. Year-to-date sales of Specialty Structures in 2009 were comparable to 2008, as lower sales in the U.S. wireless market were offset by the acquisition of Site Pro 1 (Site Pro) in July 2008.

Operating income in the ESS segment for the third quarter of 2009 was slightly higher than 2008 but lower than 2008 on a year-to-date basis. The impact of acquisitions (approximately $0.9 million and $5.1 million, respectively) and lower raw material costs contributed to increased profitability and offset to a degree the lower sales volumes. In response to market conditions, we took actions in 2009 to reduce costs, including decreases in employment levels and reducing production capacity in selected areas. These actions allowed us to gain certain operating efficiencies to mitigate the impact of lower sales volumes on segment operating income.

The increase in SG&A expense for the third quarter and year-to date periods ended September 26, 2009, as compared with 2008, was due to the impact from acquisitions (approximately $1.4 million and $5.9 million, respectively) and impairment charges incurred in the third quarter as part of our evaluation of the goodwill and other intangible assets assigned to our North American sign structure operations (approximately $0.7 million). These increases were offset somewhat by currency translation impacts (approximately $0.6 million and $3.0 million, respectively) and lower sales commissions associated with lower sales volumes (approximately $0.3 million and $2.8 million, respectively).

In the Utility Support Structures segment, the sales increase in the third quarter and year-to-date periods ended September 26, 2009, as compared with the same periods of 2008, was due to continued strong demand for steel and concrete high-voltage transmission and substation structures and higher average sales prices. We entered the 2009 fiscal year with a record backlog and the strong 2009 sales performance relates in part to the large backlogs from year-end 2008. Our customers, who are mainly utility companies, are continuing their investment commitments in transmission and substation structures which began over the past several years to improve the reliability and capacity of the electrical grid in the U.S. Sales demand for pole structures for low voltage electrical distribution applications was weaker in 2009, as compared with 2008. This weakness relates directly to the downturn in residential and commercial construction in the U.S. that started in late 2008 due to the economic recession and credit crisis.

The improved operating income for this segment in the third quarter and year-to-date of 2009, as compared with the same periods in 2008, related to the increased sales levels, improved operating leverage associated with higher sales volumes, lower raw material costs and a more favorable sales mix than 2008. The increase in year-to-date SG&A spending in 2009, as compared with 2008, was principally due to higher salary and employee benefit costs and sales commissions ($1.6 million and $0.6 million, respectively) to support the higher sales volumes and higher employee incentives (approximately $1.1 million) associated with improved operating income of this segment.

The decrease in Coatings segment sales in the third quarter and year-to-date periods ended September 26, 2009 as compared with the same periods of 2008 was predominantly due to decreased sales volumes from both internal and external customers along with lower selling prices due to lower per pound zinc costs in 2009, as compared with 2008. The decrease in sales volumes in our galvanizing operations in the third quarter and year-to-date periods ended September 26, 2009 was approximately

13%, as compared with the same periods in 2008. The decrease in sales demand was related to industrial economic conditions in our served markets due to the U.S. economic recession.

Operating income decreased in the third quarter and year-to-date of 2009, as compared with the same periods in 2008, mainly the result of lower unit sales demand. The impact of lower sales volumes was mitigated by cost reductions in factory operations and lower natural gas prices in 2009. SG&A spending in the third quarter and year-to-date of 2009 was comparable with 2008, as the impact of an acquisition completed in the fourth quarter of 2008 was offset by lower management incentive expense.

The sales decreases in the Irrigation segment for the third quarter and year-to-date of 2009, as compared with the same periods in 2008, was mainly due to weaker sales volumes in both domestic and international markets. In 2009, lower farm commodity prices and lower anticipated net farm income in worldwide agricultural markets, as compared with 2008, resulted in decreased demand for mechanized irrigation machines in global markets. In addition, we believe that the global economic recession and an uncertain outlook for world economies caused customers to delay capital investments in irrigation technology in 2009. In international irrigation markets, the sales decrease in 2009, as compared with 2008, was broad-based across most geographic markets. In both North American and international markets, average selling prices were slightly lower than last year, due to price competition in our various markets and lower raw material prices. Currency translation effects also contributed to lower irrigation segment sales for the thirteen and thirty-nine weeks periods ended September 26, 2009, as compared with 2008 (approximately $2.8 million and $10.7 million, respectively).

The decrease in operating income for the thirteen and thirty-nine week periods ended September 26, 2009, as compared with the same periods in 2008, was due to the effect of lower sales unit volumes and the associated operating deleverage realized as a result of lower sales and production levels. The decrease in SG&A spending in the third quarter and year-to-date 2009, as compared with 2008, was due to lower incentive expense accruals related to decreased operating income this year (approximately $1.7 million and $4.6 million, respectively) and currency translation effects (approximately $0.2 million and $1.1 million, respectively), offset somewhat by higher salary and employee benefits costs (approximately $0.3 million and $1.7 million, respectively).

These businesses mainly include our tubing and industrial fastener operations. The decreases in sales and operating income in the third quarter and year-to-date 2009, as compared with the same periods in 2008, mainly related to weaker sales of industrial tubing due to the economic recession in the U.S. this year.

The increases in net corporate expense for the quarterly and year-to-date periods ended September 26, 2009, as compared with the same periods in 2008, were mainly due to increased deferred compensation liabilities related to higher investment returns on the assets of the deferred compensation plan (approximately $1.9 million and $3.7 million, respectively), which is recorded in SG&A expenses. The investment gains and losses were recorded in "Miscellaneous" in our condensed consolidated statement of operations for the thirteen and thirty-nine week periods ended September 26, 2009 and September 27, 2008.

Working Capital and Operating Cash Flows—Net working capital was $431.9 million at September 26, 2009, as compared with $475.2 million at December 27, 2008. The ratio of current assets to current liabilities was 2.60:1 at September 26, 2009, as compared with 2.69:1 at December 27, 2008. Operating cash flow was $266.4 million for the thirty-nine week period ended September 26, 2009, as compared with $67.0 million for the same period in 2008. The improved operating cash flow in 2009 was the result of higher net earnings and a decrease in working capital in 2009, as compared with an increase in working capital in 2008. Accounts receivable turnover in 2009 was slightly lower than the same period in 2008, mainly due to a shift in our sales mix from irrigation to other product lines. Inventory levels decreased significantly in 2009, as compared to December 27, 2008. In 2008, our inventory levels increased throughout the year due to significant growth in our business and extended delivery lead times from our raw material providers. As demand slowed in most of our businesses, we placed additional focus on reducing our inventories to align them better with current sales demand. Steel price volatility also contributed to the changes in inventory levels experienced in 2008 and 2009. Our future inventory levels will depend on business conditions, vendor delivery performance and the overall supply and demand conditions of our key raw material commodities (mainly hot-rolled steel, aluminum and zinc).

Investing Cash Flows—Capital spending during the thirty-nine weeks ended September 26, 2009 was $38.7 million, as compared with $38.9 million for the same period in 2008. We expect our capital spending for the 2009 fiscal year to be approximately $50 million. Investing cash flows in 2008 reflected the aggregate of $119.0 million of cash paid for the West Coast, Penn Summit, Site-Pro, Matco and Mitas acquisitions.

Financing Cash Flows—Our total interest-bearing debt decreased from $357.6 million at December 27, 2008 to $197.6 million at September 26, 2009. The decrease in borrowings in 2009 was predominantly associated with using our operating cash flows to pay down borrowings under our revolving credit agreement.

We have historically funded our growth, capital spending and acquisitions through a combination of operating cash flows and debt financing. We have an internal long-term objective to maintain long-term debt as a percent of invested capital at or below 40%. At September 26, 2009, our long-term debt to invested capital ratio was 16.7%, as compared with 31.7% at December 27, 2008. We plan to maintain this ratio below 40% for the balance of 2009. Our debt financing at September 26, 2009 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $34.5 million, $28.7 million of which was unused at September 26, 2009. Our long-term debt principally consists of:

At September 26, 2009, we had $4.4 million in outstanding borrowings under the revolving credit agreement, at an interest rate of 1.39875% per annum, not including facility fees. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit our additional borrowing capability under the agreement. At September 26, 2009, we had the ability to borrow an additional $250.7 million under this facility.

These debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. Our key debt covenants are that interest-bearing debt is not to exceed 3.75x EBITDA of the prior four quarters and that our EBITDA over our prior four quarters must be at least 2.50x our interest expense over the same period. At September 26, 2009, we were in compliance with all covenants related to these debt agreements.

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 and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs.

There have been no material changes to our financial obligations and financial commitments as described beginning on page 35 in our Form 10-K for the year ended December 27, 2008.

There have been no changes in our off balance sheet arrangements as described on page 36 in our Form 10-K for the fiscal year ended December 27, 2008.

There have been no changes in our critical accounting policies during the quarter ended September 26, 2009. These policies are described on pages 38-41 in our Form 10-K for fiscal year ended December 27, 2008.

There were no material changes in our market risk during the quarter ended September 26, 2009. For additional information, refer to the section "Risk Management" beginning on page 37 in our Form 10-K for the fiscal year ended December 27, 2008.

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.

In the third quarter of 2009, the Company implemented various processes and information system enhancements, principally related to the implementation of enterprise resource planning software and related business improvements in its Mansfield, Texas operation that is part of the Utility Support Structures segment. These process and information system enhancements resulted in modifications to internal controls over sales, customer service, inventory management, accounts receivable and accounts payable processes. There were no other changes in the Company's internal controls over financial reporting 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.

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

On July 27, 2009, the Company's Board of Directors declared a quarterly cash dividend on common stock of 15 cents per share, which was paid on October 15, 2009, to stockholders of record September 25, 2009. The indicated annual dividend rate is 60 cents per share.

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.

	Thirteen Weeks Ended September 27, 2008		Thirty-nine Weeks Ended September 27, 2008

Net sales	$	507,112	$	1,462,657
Net earnings attributable to Valmont Industries, Inc.		37,685		107,154
Earnings per share attributable to Valmont Industries, Inc.—diluted	$	1.43	$	4.07

	As of September 26, 2009

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	97,046	$	25,683	14 years
Proprietary Software & Database		2,628		2,399	6 years
Patents & Proprietary Technology		3,466		1,176	13 years
Non-compete Agreements		1,711		765	6 years

	$	104,851	$	30,023

	As of December 27, 2008

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	97,202	$	19,560	14 years
Proprietary Software & Database		2,609		2,295	6 years
Patents & Proprietary Technology		3,427		929	13 years
Non-compete Agreements		1,696		548	7 years

	$	104,934	$	23,332

	Estimated Amortization Expense

2009	$	8,231
2010		8,077
2011		7,836
2012		7,798
2013		6,964

	September 26, 2009		December 27, 2008

PiRod	$	4,750	$	4,750
Newmark		11,111		11,111
Tehomet		1,374		1,316
West Coast		2,268		2,030
Site Pro		1,800		1,800
Stainton		1,360		1,254
Other		643		643

	$	23,306	$	22,904

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

Balance December 27, 2008	$	52,324		$	77,141	$	43,777	$	2,049	$	175,291
Purchase accounting adjustment		(2,911	)		—		—		—		(2,911	)
Impairment		(395	)		—		—		—		(395	)
Foreign currency translation		2,042			—		—		15		2,057

Balance September 26, 2009	$	51,060		$	77,141	$	43,777	$	2,064	$	174,042

		Basic EPS				Diluted EPS

Thirteen weeks ended September 26, 2009:
	Net earnings attributable to Valmont Industries, Inc.	$	40,474	—		$	40,474
	Shares outstanding		25,963	439			26,402
	Per share amount	$	1.56	(.03	)	$	1.53
Thirteen weeks ended September 27, 2008:
	Net earnings attributable to Valmont Industries, Inc.	$	36,984	—		$	36,984
	Shares outstanding		25,864	498			26,362
	Per share amount	$	1.43	(.03	)	$	1.40
Thirty-nine weeks ended September 26, 2009:
	Net earnings attributable to Valmont Industries, Inc.	$	120,568	—		$	120,568
	Shares outstanding		25,936	321			26,257
	Per share amount	$	4.65	(.06	)	$	4.59
Thirty-nine weeks ended September 27, 2008:
	Net earnings attributable to Valmont Industries, Inc.	$	103,947	—		$	103,947
	Shares outstanding		25,793	528			26,321
	Per share amount	$	4.03	(.08	)	$	3.95

		Parent			Guarantors		Non- Guarantors			Eliminations			Total

Net sales		$	225,013		$	101,875	$	143,657		$	(36,535	)	$	434,010
Cost of sales			160,249			69,914		104,594			(37,105	)		297,652

	Gross profit		64,764			31,961		39,063			570			136,358
Selling, general and administrative expenses			37,667			13,121		22,837			—			73,625

	Operating income		27,097			18,840		16,226			570			62,733

Other income (deductions):
	Interest expense		(3,331	)		—		(256	)		—			(3,587	)
	Interest income		15			—		355			—			370
	Miscellaneous		1,440			46		620			—			2,106

			(1,876	)		46		719			—			(1,111	)
Earnings before income taxes, minority interest, and equity in earnings of nonconsolidated subsidiaries			25,221			18,886		16,945			570			61,622

Income tax expense:
	Current		9,439			5,872		7,468			—			22,779
	Deferred		(789	)		1,618		(3,270	)		—			(2,441	)

			8,650			7,490		4,198			—			20,338

Earnings before equity in earnings of nonconsolidated subsidiaries			16,571			11,396		12,747			570			41,284
Equity in earnings of nonconsolidated subsidiaries			23,333			—		—			(23,249	)		84

Net earnings			39,904			11,396		12,747			(22,679	)		41,368
Less: Earnings attributable to noncontrolling interests			—			—		(894	)		—			(894	)

Net earnings attributable to Valmont Industries, Inc		$	39,904		$	11,396	$	11,853		$	(22,679	)	$	40,474

		Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales		$	732,898		$	359,051		$	414,983		$	(118,958	)	$	1,387,974
Cost of sales			530,621			260,205			308,660			(120,867	)		978,619

	Gross profit		202,277			98,846			106,323			1,909			409,355
Selling, general and administrative expenses			114,842			41,401			62,644			—			218,887

	Operating income		87,435			57,445			43,679			1,909			190,468

Other income (deductions):
	Interest expense		(11,003	)		(13	)		(831	)		—			(11,847	)
	Interest income		44			1			941			—			986
	Miscellaneous		2,536			149			(769	)		—			1,916

			(8,423	)		137			(659	)		—			(8,945	)
Earnings before income taxes, minority interest, and equity in earnings of nonconsolidated subsidiaries			79,012			57,582			43,020			1,909			181,523

Income tax expense:
	Current		22,215			19,807			12,323			—			54,345
	Deferred		5,822			1,949			(2,472	)		—			5,299

			28,037			21,756			9,851			—			59,644

Earnings before equity in earnings of nonconsolidated subsidiaries			50,975			35,826			33,169			1,909			121,879
Equity in earnings of nonconsolidated subsidiaries			67,684			—			—			(67,105	)		579

Net earnings			118,659			35,826			33,169			(65,196	)		122,458
Less: Earnings attributable to noncontrolling interests			—			—			(1,890	)		—			(1,890	)

Net earnings attributable to Valmont Industries, Inc		$	118,659		$	35,826		$	31,279		$	(65,196	)	$	120,568

		Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales		$	286,461		$	93,062		$	160,629		$	(45,351	)	$	494,801
Cost of sales			216,297			71,132			118,724			(46,351	)		359,802

	Gross profit		70,164			21,930			41,905			1,000			134,999
Selling, general and administrative expenses			39,703			12,966			20,434			—			73,103

	Operating income		30,461			8,964			21,471			1,000			61,896

Other income (deductions):
	Interest expense		(3,778	)		(3	)		(483	)		—			(4,264	)
	Interest income		17			9			356			—			382
	Miscellaneous		(758	)		59			323			—			(376	)

			(4,519	)		65			196			—			(4,258	)
Earnings before income taxes, minority interest, and equity in earnings of nonconsolidated subsidiaries			25,942			9,029			21,667			1,000			57,638

Income tax expense:
	Current		13,108			3,578			7,403			—			24,089
	Deferred		(3,406	)		(77	)		(1,018	)		—			(4,501	)

			9,702			3,501			6,385			—			19,588

Earnings before equity in earnings/ (losses) of nonconsolidated subsidiaries			16,240			5,528			15,282			1,000			38,050
Equity in earnings of nonconsolidated subsidiaries			19,744			—			—			(19,332	)		412

Net earnings			35,984			5,528			15,282			(18,332	)		38,462
Less: Earnings attributable to noncontrolling interests			—			—			(1,478	)		—			(1,478	)

Net earnings attributable to Valmont Industries, Inc		$	35,984		$	5,528		$	13,804		$	(18,332	)	$	36,984

		Parent			Guarantors			Non- Guarantors			Eliminations			Total

Net sales		$	834,881		$	255,982		$	430,455		$	(107,102	)	$	1,414,216
Cost of sales			620,442			196,743			317,372			(108,351	)		1,026,206

	Gross profit		214,439			59,239			113,083			1,249			388,010
Selling, general and administrative expenses			115,476			36,031			60,771			—			212,278

	Operating income		98,963			23,208			52,312			1,249			175,732

Other income (deductions):
	Interest expense		(11,457	)		(14	)		(1,975	)		—			(13,446	)
	Interest income		170			28			1,682			—			1,880
	Miscellaneous		(1,779	)		161			(616	)		—			(2,234	)

			(13,066	)		175			(909	)		—			(13,800	)
Earnings before income taxes, minority interest, and equity in earnings of nonconsolidated subsidiaries			85,897			23,383			51,403			1,249			161,932

Income tax expense:
	Current		40,679			8,362			16,584			—			65,625
	Deferred		(8,699	)		398			(2,134	)		—			(10,435	)

			31,980			8,760			14,450			—			55,190

Earnings before equity in earnings (losses) of nonconsolidated subsidiaries			53,917			14,623			36,953			1,249			106,742
Equity in earnings of nonconsolidated subsidiaries			48,781			—			39			(48,451	)		369

Net earnings		$	102,698		$	14,623		$	36,992		$	(47,202	)	$	107,111
Less: Earnings attributable to noncontrolling interests			—			—			(3,164	)		—			(3,164	)

Net earnings attributable to Valmont Industries, Inc		$	102,698		$	14,623		$	33,828		$	(47,202	)	$	103,947

				Parent			Guarantors			Non- Guarantors			Eliminations			Total

Cash flows from operating activities:
	Net earnings			$	103,026		$	14,623		$	36,664		$	(47,202	)	$	107,111
	Adjustments to reconcile net earnings to net cash flows from operations:
		Depreciation and amortization			12,556			8,116			8,409			—			29,081
		Stock based compensation			3,869			—			—			—			3,869
		Loss on sale of property, plant and equipment			29			42			(448	)		—			(377	)
		Equity in earnings of nonconsolidated subsidiaries			(330	)		—			(39	)		—			(369	)
		Deferred income taxes			(8,698	)		398			(2,135	)		—			(10,435	)
		Other adjustments			(4	)		—			(836	)		—			(840	)
		Payment of deferred compensation			(589	)		—			—			—			(589	)
		Changes in assets and liabilities:
			Receivables		(21,390	)		(4,568	)		(23,151	)		—			(49,109	)
			Inventories		(37,540	)		(4,631	)		(36,492	)		—			(78,663	)
			Prepaid expenses		(94	)		(96	)		162			—			(28	)
			Accounts payable		29,130			1,502			3,878			—			34,510
			Accrued expenses		12,645			1,199			10,308			—			24,152
			Other noncurrent liabilities		(1,502	)		—			72			—			(1,430	)
			Income taxes payable		11,209			—			(1,098	)		—			10,111

		Net cash flows from operating activities			102,317			16,585			(4,706	)		(47,202	)		66,994

Cash flows from investing activities:
	Purchase of property, plant and equipment				(24,910	)		(2,626	)		(11,388	)		—			(38,924	)
	Proceeds from sale of assets				726			65			2,342			—			3,133
	Acquisitions, net of cash acquired				(849	)		(84,065	)		(34,130	)		—			(119,044	)
	Dividends to minority interests				—			—			(184	)		—			(184	)
	Other, net				(181,320	)		71,141			62,378			47,202			(599	)

		Net cash flows from investing activities			(206,353	)		(15,485	)		19,018			47,202			(155,618	)

Cash flows from financing activities:
	Net borrowings under short-term agreements				16,000			—			(5,605	)		—			10,395
	Proceeds from long-term borrowings				80,000			—			895			—			80,895
	Principal payments on long-term obligations				(33,055	)		(97	)		(5,635	)		—			(38,787	)
	Dividends paid				(8,852	)		—			—			—			(8,852	)
	Proceeds from exercises under stock plans				6,689			—			—			—			6,689
	Excess tax benefits from stock option exercises				7,117			—			—			—			7,117
	Purchase of common treasury shares—stock plan exercises				(7,895	)		—			—			—			(7,895	)

		Net cash flows from financing activities			60,004			(97	)		(10,345	)		—			49,562

	Effect of exchange rate changes on cash and cash equivalents				—			—			625			—			625

	Net change in cash and cash equivalents				(44,032	)		1,003			4,592			—			(38,437	)
	Cash and cash equivalents—beginning of year				58,344			464			47,724			—			106,532

	Cash and cash equivalents—end of period			$	14,312		$	1,467		$	52,316			—		$	68,095

			Thirteen Weeks Ended									Thirty-nine Weeks Ended

			September 26, 2009			September 27, 2008			% Incr. (Decr.)			September 26, 2009			September 27, 2008			% Incr. (Decr.)
Consolidated
	Net sales		$	434,010		$	494,801			(12.3	)%	$	1,387,974		$	1,414,216			(1.9	)%
	Gross profit			136,358			134,999			1.0	%		409,355			388,010			5.5	%
		as a percent of sales		31.4	%		27.3	%					29.5	%		27.4	%
	SG&A expense			73,625			73,103			0.7	%		218,887			212,278			3.1	%
		as a percent of sales		17.0	%		14.8	%					15.8	%		15.0	%
	Operating income			62,733			61,896			1.4	%		190,468			175,732			8.4	%
		as a percent of sales		14.5	%		12.5	%					13.7	%		12.4	%
	Net interest expense			3,217			3,882			(17.1	)%		10,861			11,566			(6.1	)%
	Effective tax rate			33.0	%		34.0	%					32.9	%		34.1	%
	Net earnings attributable to Valmont Industries, Inc.			40,474			36,984			9.4	%		120,568			103,947			16.0	%
	Earnings per share attributable to Valmont Industries, Inc.-diluted		$	1.53		$	1.40			9.3	%	$	4.59		$	3.95			16.2	%
Engineered Support Structures segment
	Net sales		$	172,437		$	179,189			(3.8	)%	$	472,587		$	506,786			(6.7	)%
	Gross profit			49,613			45,919			8.0	%		129,791			131,666			(1.4	)%
	SG&A expense			31,427			29,583			6.2	%		89,490			87,272			2.5	%
	Operating income			18,186			16,336			11.3	%		40,301			44,394			(9.2	)%
Utility Support Structures segment
	Net sales			150,166			111,013			35.3	%		524,286			311,371			68.4	%
	Gross profit			54,035			27,902			93.7	%		170,262			81,482			109.0	%
	SG&A expense			13,663			13,371			2.2	%		43,465			38,449			13.0	%
	Operating income			40,372			14,531			177.8	%		126,797			43,033			194.7	%
Coatings segment
	Net sales			22,662			28,928			(21.7	)%		68,944			86,394			(20.2	)%
	Gross profit			10,901			12,485			(12.7	)%		30,338			34,826			(12.9	)%
	SG&A expense			3,320			3,201			3.7	%		10,373			9,911			4.7	%
	Operating income			7,581			9,284			(18.3	)%		19,965			24,915			(19.9	)%
Irrigation segment
	Net sales			75,228			150,440			(50.0	)%		279,323			440,872			(36.6	)%
	Gross profit			17,570			40,141			(56.2	)%		63,890			117,420			(45.6	)%
	SG&A expense			11,937			14,891			(19.8	)%		36,411			41,756			(12.8	)%
	Operating income			5,633			25,249			(77.7	)%		27,479			75,663			(63.7	)%
Other
	Net sales			13,517			25,231			(46.4	)%		42,834			68,793			(37.7	)%
	Gross profit			5,029			8,283			(39.4	)%		16,128			22,806			(29.3	)%
	SG&A expense			1,983			2,472			(19.8	)%		6,207			7,285			(14.8	)%
	Operating income			3,046			5,821			(47.7	)%		9,921			15,521			(36.1	)%
Net corporate expense
	Gross profit			(790	)		259			(405.0	)%		(1,053	)		(189	)		457.1	%
	SG&A expense			11,295			9,584			17.9	%		32,942			27,605			19.3	%
	Operating loss			(12,085	)		(9,325	)		(29.6	)%		(33,995	)		(27,794	)		(22.3	)%



Until May 1, 2010	103.438	%
From May 1, 2010 until May 1, 2011	102.292	%
From May 1, 2011 until May 1, 2012	101.146	%
After May 1, 2012	100.000	%

		(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
June 28, 2009 to July 25, 2009			576	$	77.83		—		—
July 26, 2009 to Aug. 29, 2009			15,652		79.83		—		—
Aug. 30, 2009 to Sept. 26, 2009			—		—		—		—

	Total		16,228	$	79.76		—		—

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


		VALMONT INDUSTRIES, INC. (Registrant)
		/s/ TERRY J. MCCLAIN Terry J. McClain Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Dated this 3rd day of November, 2009.

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