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TABLE OF CONTENTS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
PART IV

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

Form 10-K

(Mark one)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission file number 1-31429

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

Delaware (State or Other Jurisdiction of Incorporation or Organization)	47-0351813 (I.R.S. Employer Identification No.)
One Valmont Plaza, Omaha, Nebraska (Address of Principal Executive Offices)	68154-5215 (Zip Code)

(402) 963-1000
(Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock $1.00 par value	New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

         Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o    No ý

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

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

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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

         At February 10, 2011 there were 26,320,671 of the Company's common shares outstanding. The aggregate market value of the voting stock held by non-affiliates of the Company based on the closing sale price the common shares as reported on the New York Stock Exchange on June 26, 2010 was $2,036,509,985.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Company's proxy statement for its annual meeting of shareholders to be held on April 26, 2011 (the "Proxy Statement"), to be filed within 120 days of the fiscal year ended December 25, 2010, are incorporated by reference in Part III.

VALMONT INDUSTRIES, INC.
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 25, 2010

TABLE OF CONTENTS

		Page
PART I
Item 1	Business		3
Item 1A	Risk Factors		12
Item 1B	Unresolved Staff Comments		18
Item 2	Properties		18
Item 3	Legal Proceedings		19
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		20
Item 6	Selected Financial Data		21
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operation		23
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		41
Item 8	Financial Statements and Supplementary Data		42
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		89
Item 9A	Controls and Procedures		89
Item 9B	Other Information		91
PART III
Item 10	Directors, Executive Officers and Corporate Governance		92
Item 11	Executive Compensation		92
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		92
Item 13	Certain Relationships and Related Transactions, and Director Independence		92
Item 14	Principal Accountant Fees and Services		92
PART IV
Item 15	Exhibits and Financial Statement Schedules		93

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PART I

ITEM 1.    BUSINESS.

(a)   General Description of Business

General

        We are a diversified global producer of fabricated metal products and are a leading producer of steel and aluminum pole, tower and other structures in our Engineered Infrastructure Products (EIP) segment, steel and concrete pole structures in our Utilities Support Structures (Utility) segment and are a global producer of mechanized irrigation systems in our Irrigation segment. We also provide metal coating services, including galvanizing, painting and anodizing in our Coatings business. Our products sold through the (EIP) segment include outdoor lighting and traffic control structures, wireless communication structures and components and roadway safety and industrial access systems. Our pole structures sold through our Utility segment support electrical transmission and distribution lines and related power distribution equipment. Our irrigation segment produces mechanized irrigation equipment that delivers water, chemical fertilizers and pesticides to agricultural crops. Customers and end-users of our products include state and federal governments, contractors, utility and telecommunications companies, manufacturers of commercial lighting fixtures and large farms as well as the general manufacturing sector. In 2010, approximately 42% our total sales were either sold in markets or produced by our manufacturing plants outside of North America. We were founded in 1946, went public in 1968 and our shares trade on the New York Stock Exchange (ticker: VMI).

Business Strategy

        Our strategy is to pursue growth opportunities that leverage our existing product portfolio, knowledge of our principal end-markets and customers and engineering capability to increase our sales, earnings and cash flow, including:

        Increasing the Market Penetration of our Existing Products.    Our strategy is to increase our market penetration by differentiating our products from our competitors' products through superior customer service, technological innovation and consistently high quality. For example, in recent years, our Utility segment increased its sales through our engineering capability, effective coordination of our production capacity and strong customer service to meet our customers' requirements, especially on large, complex projects. Our acquisition of Delta plc in May 2010 was in part intended to improve our market presence and penetration in the Australian lighting, communication and industrial galvanizing markets.

        Bringing our Existing Products to New Markets.    Our strategy is to expand the sales of our existing products into geographic areas where we do not currently have a strong presence as well as into applications for which end-users do not currently purchase our products. In 2009, our Utility business successfully expanded into new markets in Africa. In recent years, for example, we have been expanding our geographic presence in Europe and North Africa for lighting structures. Our strategy of building a manufacturing base in China was based primarily on expanding our offering of pole structures for lighting, utility and wireless communication applications to the Chinese market. In 2008, we acquired Stainton Metal Co, Ltd. (Stainton), a manufacturer of lighting structures in England. We acquired Stainton to expand our geographic presence in the United Kingdom and acquire a leading market position in one of the largest economies in the world.

        Developing New Products for Markets that We Currently Serve.    Our strategy is to grow by developing new products for markets where we have a comprehensive understanding of end-user requirements and longstanding relationships with key distributors and end-users. For example, we developed and sold structures for tramway applications in Europe in 2005 and 2006. The customers for this product line include many of the state and local governments that purchase our lighting structures.

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The Tehomet acquisition that we completed in 2007 also helps us to bring Tehomet decorative product concepts to our current customer base.

        Developing New Products for New Markets to Further Diversify our Business.    Our strategy is to increase our sales and diversify our business by developing new products for new markets. For example, we have been expanding our offering of specialized decorative lighting poles in the U.S. The decorative lighting market has different customers than our traditional markets and the products to serve that market are different than the poles we manufacture for the transportation and commercial markets. The acquisition of Delta gives us a presence in highway safety systems and industrial access systems, products that we believe are complementary to our existing products and provide us with future growth opportunities.

Acquisitions

        We have grown internally and by acquisition. Our significant business expansions during the past five years include:

2007

•

Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Kangasniemi, Finland

•

Acquisition of certain assets of a galvanizing operation located in Salina, Kansas

2008

•

Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada

•

Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania

•

Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York

•

Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania

•

Formation of a 51% owned joint venture to manufacture steel structures in Turkey

•

Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky

•

Acquisition of Stainton Metals, a steel lighting structure manufacturer located in England

2010

•

Acquisition of Delta plc, a publicly-traded company headquartered in the United Kingdom that manufactures and distributes steel engineered products, provides galvanizing services and manufactures steel forged grinding media and electrolytic manganese dioxide

        There have been no significant divestitures of businesses in the past five years. In 2008, we sold our European machine tool accessories operation. The impact of this event on our financial statements was not significant.

(b)   Operating Segments

        We aggregate our operating segments into four reportable segments. We base our aggregation on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. In the fourth quarter of 2010, we reorganized our

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segment reporting structure to reflect our management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in our segment structure:

•

Engineered Infrastructure Products segment includes Delta's lighting, communication, access systems and roadway safety products;

•

Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;

•

Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;

•

Delta's management administration expenses are included in "Net corporate expense".

        As these changes only affect the 2010 financial statements, no reclassification to our 2008 and 2009 presentation was necessary.

        Our reportable segments are as follows:

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

        Utility Support Structures:    This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry;

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

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

        Other:    In addition to these four reportable segments, we have other operations and activities that individually are not more than 10% of consolidated sales. These activities include the manufacture of forged steel grinding media for the mining industry, tubular products for a variety of industrial customers, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners.

        Amounts of sales, operating income and total assets attributable to each segment for each of the last three years is set forth in Note 19 of our consolidated financial statements.

(c)   Narrative Description of Business

        Information concerning the principal products produced and services rendered, markets, competition and distribution methods for each of our four reportable segments is set forth below.

Engineered Infrastructure Products Segment

        Products Produced—We manufacture steel and aluminum poles and structures to which lighting and traffic control fixtures are attached for a wide range of outdoor lighting applications, such as streets, highways, parking lots, sports stadiums and commercial and residential developments. The demand for these products is driven by infrastructure, commercial and residential construction and by consumers' desire for well-lit streets, highways, parking lots and common areas to help make these areas safer at night and to support trends toward more active lifestyles and 24-hour convenience. In addition to safety, customers want products that are visually appealing. In Europe, we are a leader in decorative lighting poles, which are attractive as well as functional. We are leveraging this expertise to expand our decorative product sales in North America and China. Traffic poles are structures to which traffic signals are attached and aid the orderly flow of automobile traffic. While standard designs are

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available, poles are often engineered to customer specifications to ensure the proper function and safety of the structure. Product engineering takes into account factors such as weather (e.g. wind, ice) and the products loaded on the structure (e.g. lighting fixtures, traffic signals, signage) to determine the design of the pole. This product line also includes roadway safety systems, including guard rail barrier systems, wire rope safety barriers, crash attenuation barriers and other products designed to redirect vehicles when off course and to prevent collisions between vehicles. Highway safety systems are also designed and engineered to absorb collisions and ultimately reduce roadway fatalities and injury.

        We also manufacture and distribute of a broad range of structures (poles and towers) and components serving the wireless communication market. In the wireless communication market, a wireless communication cell site mainly consists of a steel pole or tower, shelter (enclosure where the radio equipment is located), antennas (devices that receive and transmit data and voice information to and from wireless communication devices) and components (items that are used to mount antennas to the structure and to connect cabling and other parts from the antennas to the shelter). For a given cell site, we provide poles, towers and components. We offer a wide range of structures to our customers, including solid rod, tubular and guyed towers, poles (tapered and non-tapered) and disguised products to minimize the visual impact of an antenna on an area. Structures are engineered and designed to customer specifications, which include factors such as the number of antennas on the structure and wind and soil conditions. Due to the size of these structures, design is important to ensure each structure meets performance and safety specifications. We do not provide any significant installation services on the structures we sell.

        We also produce access systems which includes the manufacture and distribution of a broad range of structures and components used in the erection of infrastructure, industrial and commercial access systems, including floor gratings, handrails, barriers and sunscreens.

        Markets—The key markets for our lighting, traffic and roadway safety products are the transportation and commercial lighting markets and public roadway building and improvement. The transportation market includes street and highway lighting and traffic control, much of which is driven by government spending programs. For example, the U.S. government funds highway and road improvement through the Federal highway program. This program provides funding to improve the nation's roadway system, which includes roadway lighting and traffic control enhancements. Matching funding from the various states may be required as a condition of federal funding. The current highway program is now expired and operating under extensions issued by Congress and we do not expect that the next multi-year highway spending program will be enacted until at least late 2011. In North America, governments desire to improve road and highway systems by reducing traffic congestion. In the United States, there are approximately 4 million miles of public roadways, with approximately 24% carrying over 80% of the traffic. Accordingly, the need to improve traffic flow through traffic controls and lighting is a priority for many communities. Transportation markets in other areas of the world are also heavily funded by local and national governments. The commercial lighting market is mainly funded privately and includes lighting for applications such as parking lots, shopping centers, sports stadiums and business parks. The commercial lighting market is driven by macro economic factors such as general economic growth rates, interest rates and the commercial construction economy.

        The main markets for our communication products has been the wireless telephone carriers and build-to-suit companies (organizations that own cell sites and attach antennas from multiple carriers to the pole or tower structure). We also sell products to state and federal governments for two-way radio communication, radar, broadcasting and security purposes. We believe long-term growth should mainly be driven by increased usage, technologies such as 4G (including applications for smart phones, such as streaming video and internet) and demand for improved emergency response systems, as part of the U.S. Homeland Security initiatives. Subscriber growth should continue to increase, although at a lower rate than in the past. In general, as the number of subscribers and usage of wireless communication devices increase, we believe this will result in demand for communication structure and components.

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        Markets for access systems are typically driven by infrastructure, industrial and commercial construction spending and can be cyclical depending on economic conditions in the markets in which we compete. Customers consist of construction firms or installers who participate in infrastructure, industrial and commercial construction projects, resellers such as steel service centers and end users.

        All of the products that we manufacture in this segment are customer investments in basic infrastructure and the total cost of these products can be substantial for our customers. Therefore, access to capital is important to their ability to fund future infrastructure needs. Due to the nature of these markets, demand can be cyclical as spending projects sometimes can be delayed due to funding or other issues.

        Competition—Our competitive strategy in all of the markets we serve is to provide high value to the customer at a reasonable price. We compete on the basis of product quality, high levels of customer service, timely, complete and accurate delivery of the product and design capability to provide the best solutions to our customers. There are numerous competitors in our markets, most of which are relatively small companies. Companies compete on the basis of price, product quality, reliable delivery and unique product features. Pricing can be very competitive, especially when demand is weak or when strong local currencies encourage lower cost imported products.

        Distribution Methods—Sales and distribution activities are handled through a combination of a direct sales force and commissioned agents. Lighting agents represent Valmont as well as lighting fixture companies and sell other related products. Sales are typically to electrical distributors, who provide the pole, fixtures and other equipment to the end user as a complete package. Commercial lighting and highway safety sales are normally made through Valmont sales employees, who work on a salary plus incentive, although some sales are made through independent, commissioned sales agents.

Utility Support Structures Segment:

        Products Produced—The Utility Support Structures segment (Utility) produces steel and concrete pole structures for electrical transmission, substation and distribution applications. Our products help move electrical power from where it is produced to where it is used. We manufacture tapered steel and pre-stressed concrete poles for high-voltage transmission lines, substations (which transfer high-voltage electricity to low-voltage transmission) and electrical distribution (which carry electricity from the substation to the end-user). In addition, we produce hybrid structures, which are structures with a concrete base section and steel upper sections. Utility structures can be very large, so product design engineering is important to the function and safety of the structure. Our engineering process takes into account weather and loading conditions, such as wind speeds, ice loads and the power lines attached to the structure, in order to arrive at the final design.

        Markets—Our sales in this segment are mainly in the United States, where the key drivers in the utility business are capacity in the electrical transmission grid, industrial growth and deregulation in the utility industry. According to the Edison Electric Institute, the electrical transmission grid in the U.S. operates near capacity in many areas, due to increasing electrical consumption and lack of investment over the past 25 years. The expected increase in electrical consumption also should require substantial investment in new electricity generation capacity in the U.S. and around the world. Furthermore, deregulation and privatization of electrical utilities should require grid systems to interconnect. We believe that the passage of energy legislation in the U.S. in 2005 is encouraging utility companies to invest in transmission and distribution infrastructure. We expect these factors to result in increased demand for electrical utility structures to transport electricity from source to user. In markets outside of North America, growth is due to the recognized need to develop reliable systems to transport and distribute electrical power to support economic growth. The largest markets in which we participate outside of North America are China, the Middle East and Africa. Sales may take place on a bid project basis or through strategic alliance relationships with certain customers.

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        Competition—Our competitive strategy in this segment is to provide high value solutions to the customer at a reasonable price. We compete on the basis of product quality, engineering expertise, high levels of customer service and reliable, timely delivery of the product. There are many competitors. Companies compete on the basis of price, quality and service. Utility sales are often made through a competitive bid process, whereby the lowest bidder is awarded the contract, provided the competitor meets all other qualifying criteria. In weak markets, price is a more important criterion in the bid process.

        Distribution Methods—Products are normally sold through commissioned sales agents or sold directly to electrical utilities.

Coatings Segment:

        Services Rendered—We add finishes to metals that inhibit corrosion, extend service lives and enhance physical attractiveness of a wide range of materials and products. Among the services provided include:

•

Hot-dipped Galvanizing

•

Anodizing

•

Powder Coating

•

E-Coating

        In our Coatings segment, we take unfinished products from our customers and return them with a galvanized, anodized or painted finish. Galvanizing is a process that protects steel with a zinc coating that is bonded to the product surface to inhibit rust and corrosion. Anodizing is a process applied to aluminum that oxidizes the surface of the aluminum in a controlled manner, which protects the aluminum from corrosion and allows the material to be dyed a variety of colors. We also paint products using powder coating and e-coating technology (where paint is applied through an electrical charge) for a number of industries and markets.

        Markets—Markets for our products are varied and our profitability is not substantially dependent on any one industry or customer. Demand for coatings services generally follows the local industrial economies. Galvanizing is used in a wide variety of industrial applications where corrosion protection of steel is desired. While markets are varied, our markets for anodized or painted products are more directly dependent on consumer markets than industrial markets.

        Competition—The Coatings markets are very fragmented, with a large number of competitors. Most of these competitors are relatively small, privately held companies who compete on the basis of price and personal relationships with their customers. Our strategy is to compete on the basis of quality of the coating finish and timely delivery of the coated product to the customer. We also use the production capacity at our network of plants to assure that the customer receives quality service.

        Distribution Methods—Due to freight costs, a galvanizing location has an effective service area of an approximate 300 to 500 mile radius. While we believe that we are one of the largest custom galvanizers in North America, our sales are a small percentage of the total market. Sales and customer service are provided directly to the user by a direct sales force, generally assigned to each specific location.

Irrigation Segment:

        Products Produced—In our Irrigation segment, we manufacture and distribute mechanical irrigation equipment and related service parts under the "Valley" brand name. A Valmont irrigation machine usually is powered by electricity and propels itself over a farm field and applies water and chemicals to

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crops. Water and, in some instances, chemicals are applied through sprinklers attached to a pipeline that is supported by a series of towers, each of which is propelled via a drive train and tires. A standard mechanized irrigation machine (also known as a "center pivot") rotates in a circle, although we also manufacture and distribute center pivot extensions that can irrigate corners of square and rectangular farm fields as well as conform to irregular field boundaries (referred to as a "corner" machine). Our irrigation machines can also irrigate fields by moving up and down the field as opposed to rotating in a circle (referred to as a "linear" machine). Irrigation machines can be configured to irrigate fields in size from 4 acres to over 500 acres, with a standard size in the U.S. configured for a 160-acre tract of ground. One of the key components of our irrigation machine is the control system. This is the part of the machine that allows the machine to be operated in the manner preferred by the grower, offering control of such factors as on/off timing, individual field sector control, rate and depth of water and chemical application. We also offer growers options to control multiple irrigation machines through centralized computer control or mobile remote control. The irrigation machine used in international markets is substantially the same as the one produced for the North American market.

        There are other forms of irrigation available to farmers, two of the most prevalent being flood irrigation and drip irrigation. In flood irrigation, water is applied through a pipe or canal at the top of the field and allowed to run down the field by gravity. Drip irrigation involves plastic pipe or tape resting on the surface of the field or buried a few inches below ground level, with water being applied gradually. We estimate that center pivot and linear irrigation comprises one-third of the irrigated acreage in North America. International markets use predominantly flood irrigation, although all forms are used to some extent.

        Markets—Market drivers in North American and international markets are essentially the same. Since the purchase of an irrigation machine is a capital expenditure, the purchase decision is based on the expected return on investment. The benefits a grower may realize through investment in mechanical irrigation include improved yields through better irrigation, cost savings through reduced labor and lower water and energy usage. The purchase decision is also affected by current and expected net farm income, commodity prices, interest rates, the status of government support programs and water regulations in local areas. In many international markets, the relative strength or weakness of local currencies as compared with the U.S. dollar may affect net farm income, since export markets are generally denominated in U.S. dollars.

        The demand for mechanized irrigation comes from the following sources:

•

Conversion from flood irrigation

•

Replacement of existing mechanized irrigation machines

•

Converting land that is not irrigated to mechanized irrigation

        One of the key drivers in our Irrigation segment worldwide is that the usable water supply is limited. We estimate that:

•

Only 2.5% of total worldwide water supply is freshwater

•

Of that 2.5%, only 30% of freshwater is available to humans

•

The largest user of that freshwater is agriculture

        We believe these factors, along with the trend of a growing worldwide population and improving diets, reflect the need to use water more efficiently while increasing food production to feed this growing population. We believe that mechanized irrigation can improve water application efficiency by 40-90% compared with traditional irrigation methods by applying water uniformly near the root zone and reducing water runoff. Furthermore, reduced water runoff improves water quality in nearby rivers, aquifers and streams, thereby providing environmental benefits in addition to conservation of water.

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        Competition—In North America, there are a number of entities that provide irrigation products and services to agricultural customers. We believe we are the leader of the four main participants in the mechanized irrigation business. Participants compete for sales on the basis of price, product innovation and features, product durability and reliability, quality and service capabilities of the local dealer. Pricing can become very competitive, especially in periods when market demand is low. In international markets, our competitors are a combination of our major U.S. competitors and privately-owned local companies. Competitive factors are similar to those in North America, although pricing tends to be a more prevalent competitive strategy in international markets. Since competition in international markets is local, we believe local manufacturing capability is important to competing effectively in international markets and we have that capability in key regions.

        Distribution Methods—We market our irrigation machines and service parts through independent dealers. There are approximately 200 dealers in North America, with another approximately 130 dealers serving international markets. The dealer determines the grower's requirements, designs the configuration of the machine, installs the machine (including providing ancillary products that deliver water and electrical power to the machine) and provides after-sales service. Our dealer network is supported and trained by our technical and sales teams. Our international dealers are supported through our regional headquarters in South America, South Africa, Western Europe, Australia, China and the Middle East as well as the home office in Valley, Nebraska.

General

        Certain information generally applicable to each of our four reportable segments is set forth below.

Suppliers and Availability of Raw Materials.

        Hot rolled steel coil and plate, zinc and other carbon steel products are the primary raw materials utilized in the manufacture of finished products for all segments. We purchase these essential items from steel mills, zinc producers and steel service centers and are usually readily available. While we may experience increased lead times to acquire materials and volatility in our purchase costs, we do not believe that key raw materials would be unavailable for extended periods. We have not experienced extended or wide-spread shortages of steel during this time, due to what we believe are strong relationships with some of the major steel producers. In the past three years, we experienced volatility in zinc and natural gas prices, but we did not experience any disruptions to our operations due to availability.

Patents, Licenses, Franchises and Concessions.

        We have a number of patents for our manufacturing machinery, poles and irrigation designs. We also have a number of registered trademarks. We do not believe the loss of any individual patent would have a material adverse effect on our financial condition, results of operations or liquidity.

Seasonal Factors in Business.

        Sales can be somewhat seasonal based upon the agricultural growing season and the infrastructure construction season. Sales of mechanized irrigation equipment and tubing to farmers are traditionally higher during the spring and fall and lower in the summer. Sales of infrastructure products are traditionally higher during prime construction seasons and lower in the winter.

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Customers.

        We are not dependent for a material part of any segment's business upon a single customer or upon very few customers. The loss of any one customer would not have a material adverse effect on our financial condition, results of operations or liquidity.

Backlog.

        The backlog of orders for the principal products manufactured and marketed was approximately $411.0 million at the end of the 2010 fiscal year and $354.3 million at the end of the 2009 fiscal year. We anticipate that most of the backlog of orders will be filled during fiscal year 2011. At year-end, the segments with backlog were as follows (dollar amounts in millions):

	December 25, 2010		December 26, 2009
Engineered Infrastructure Products	$	167.5	$	129.2
Utility Support Structures		168.3		175.6
Irrigation		57.7		43.4
Other		17.5		6.1
	$	411.0	$	354.3

Research Activities.

        The information called for by this item is included in Note 14 of our consolidated financial statements on page 67 of this report.

Environmental Disclosure.

        We are subject to various federal, state and local laws and regulations pertaining to environmental protection and the discharge of materials into the environment. Although we continually incur expenses and make capital expenditures related to environmental protection, we do not anticipate that future expenditures should materially impact our financial condition, results of operations, or liquidity.

Number of Employees.

        At December 25, 2010, we had 9,188 employees.

(d)   Financial Information About Geographic Areas

        Our international sales activities encompass over 100 foreign countries. The information called for by this item is included in Note 19 of our consolidated financial statements beginning on page 73 of this report. While Australia and China accounted for approximately 13% and 6%, respectively, of our net sales in 2010, no other foreign country accounted for more than 5% of our net sales. Net sales for purposes of Note 19 include sales to outside customers.

(e)   Available Information

        We make available, free of charge through our Internet web site at http://www.valmont.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

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ITEM 1A.    RISK FACTORS.

        The following risk factors describe various risks that may affect our business, financial condition and operations.

Increases in prices and reduced availability of key raw materials such as steel, aluminum and zinc will increase our operating costs and likely reduce our profitability.

        Hot rolled steel coil and other carbon steel products have historically constituted approximately one-third of the cost of manufacturing our products. We also use large quantities of aluminum for lighting structures and zinc for the galvanization of most of our steel products. The markets for the commodities that we use in our manufacturing processes can be volatile. The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us:

•

increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers;

•

increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers;

•

lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material;

•

lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements;

•

increased cost of major inputs, such as scrap steel, coke, iron ore and energy;

•

fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and

•

international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.

        Increases in the selling prices of our products may not fully recover additional steel, aluminum and zinc costs and generally lag increases in our costs of these commodities. Consequently, an increase in steel, aluminum and zinc prices will increase our operating costs and likely reduce our profitability.

        Rising steel prices in 2008 and early 2010 put pressure on gross profit margins, especially in our Engineered Infrastructure Products and Utility Support Structures segments. In both of these segments, the elapsed time between the quotation of a sales order and the manufacturing of the product ordered can be several months. As some of these sales are fixed price contracts, rapid increases in steel costs likely will result in lower operating income in these businesses. We believe the rapid increase in steel prices in fiscal 2008 was due to significant increases in global steel production and consumption (especially in rapidly growing economies, such as China and India). The strong global demand for steel led to rapidly rising costs in key steel-making materials (such as coke, iron ore and scrap steel), thereby raising prices to companies that manufacture products from steel. Under such circumstances, steel supplies may become tighter and impact our ability to acquire steel and meet customer requirements on a timely basis. The speed with which steel suppliers impose price increases on us may prevent us from fully recovering these price increases and result in reduced operating margins, particularly in our lighting and traffic and utility businesses.

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Increases in energy prices will increase our operating costs and likely reduce our profitability.

        We use energy to manufacture and transport our products. Our costs of transportation and heating will increase if energy costs rise, which occurred in 2008 due to additional energy usage caused by severe winter weather conditions and higher oil, gasoline and natural gas prices. Our galvanizing operations are susceptible to fluctuations in natural gas prices because we heat our processing tanks with natural gas. During periods of higher energy costs, we may not be able to recover our increased operating costs through sales price increases without reducing demand for our products. While we hedge a portion of our exposure to higher prices via energy futures contracts, increases in energy prices will increase our operating costs and likely reduce our profitability.

Current negative economic conditions could adversely affect our results

        The continuing difficulties in global credit markets, softening economies and an apprehension among consumers may negatively impact the markets we serve in all of our operating segments. Additionally, unlike the cyclical downturns discussed below which may impact only one of our markets at a time, the current negative economic conditions may affect most or all of the markets we serve at the same time, reducing demand for our products and adversely affecting our operating results. These economic conditions may also impact the financial condition of one or more of our key suppliers, which could affect our ability to secure raw materials and components to meet our customers' demand for our products.

The ultimate consumers of our products operate in cyclical industries that have been subject to significant downturns which have adversely impacted our sales in the past and may again in the future.

        Our sales are sensitive to the market conditions present in the industries in which the ultimate consumers of our products operate, which in some cases have been highly cyclical and subject to substantial downturns. For example, a significant portion of our sales of support structures is to the electric utility industry. Our sales to the U.S. electric utility industry were nearly $400 million in 2010. Purchases of our products are deferrable to the extent that utilities may reduce capital expenditures for reasons such as unfavorable regulatory environments, a slow U.S. economy or financing constraints. In the event of weakness in the demand for utility structures due to reduced or delayed spending for electrical generation and transmission projects, our sales and operating income likely will decrease.

        The end users of our mechanized irrigation equipment are farmers and, as a result, sales of those products are affected by economic changes within the agriculture industry, particularly the level of farm income. In 2009, lower levels of farm income resulted in reduced demand for our mechanized irrigation and tubing products. Farm income decreases when commodity prices, acreage planted, crop yields, government subsidies and export levels decrease. In addition, weather conditions, such as extreme drought may result in reduced availability of water for irrigation, and can affect farmers' buying decisions. Farm income can also decrease as farmers' operating costs increase. In 2008, rapid increases in oil and natural gas prices resulted in higher costs of energy and nitrogen-based fertilizer (which uses natural gas as a major ingredient). Furthermore, uncertainty as to future government agricultural policies may cause indecision on the part of farmers. The status and trend of government farm supports, financing aids and policies regarding the ability to use water for agricultural irrigation can affect the demand for our irrigation equipment. In the United States, certain parts of the country are considering policies that would restrict usage of water for irrigation. All of these factors may cause farmers to delay capital expenditures for farm equipment. Consequently, downturns in the agricultural industry will likely result in a slower, and possibly a negative, rate of growth in irrigation equipment and tubing sales.

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        We have also experienced cyclical demand for those of our products that we sell to the wireless communications industry. Sales of wireless structures to wireless carriers and build-to-suit companies that serve the wireless communications industry have historically been cyclical. These customers may elect to curtail spending on new structures to focus on cash flow and capital management. Weak market conditions have led to competitive pricing in recent years, putting pressure on our profit margins on sales to this industry. Changes in the competitive structure of the wireless industry, due to industry consolidation or reorganization, may interrupt capital plans of the wireless carriers as they assess their networks. We believe this factor resulted in reduced demand for wireless communication structures in China in 2008.

        As a result of this underlying cyclicality, we have experienced, and in the future we may experience, significant fluctuations in our sales and operating income with respect to a substantial portion of our total product offering, and such fluctuations could be material and adverse to our overall financial condition, results of operations and liquidity.

Demand for our infrastructure products and coating services is highly dependent upon the overall level of infrastructure spending.

        We manufacture and distribute engineered infrastructure products for lighting and traffic, utility and other specialty applications. Our Coatings segments serve many construction-related industries. Because these products are used primarily in infrastructure construction, sales in these businesses are highly correlated with the level of construction activity, which historically has been cyclical. Construction activity by our private and government customers is impacted by and can decline because of, among other things:

•

weakness in the general economy, which reduces funds available for construction;

•

interest rate increases, which increase the cost of construction financing; and

•

adverse weather conditions which slow construction activity.

        The current economic slowness in the United States and Europe will have some negative effect on our business. In our North American lighting product line, some of our lighting structure sales are for new residential and commercial areas. As residential and commercial construction weakens, we have experienced some negative impact on our light pole sales to these markets. In a broader sense, in event of an overall downturn in the economies in Europe or China, we may experience decreased demand if our customers have difficulty securing credit for their purchases from us.

        In addition, sales in our Engineered Infrastructure Products segment, particularly our lighting and traffic products, are highly dependent upon federal, state, local and foreign government spending on infrastructure development projects, such as the U.S. federal highway program. The level of spending on such projects may decline for a number of reasons beyond our control, including, among other things, budgetary constraints affecting government spending generally or transportation agencies in particular, decreases in tax revenues and changes in the political climate, including legislative delays, with respect to infrastructure appropriations. The lack of long-term U.S. federal highway spending legislation has had a negative impact on our sales in this market. A substantial reduction in the level of government appropriations for infrastructure projects could have a material adverse effect on our results of operations or liquidity.

We may lose some of our foreign investment or our foreign sales and profits may be reduced because of risks of doing business in foreign markets.

        We are an international manufacturing company with operations around the world. At December 25, 2010, we operated over 80 manufacturing plants, located on six continents, and sold our products in more than 100 countries. In 2010, over 40% of our total sales were either sold in markets

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or produced by our manufacturing plants outside of North America. We have operations in geographic markets that have recently experienced political instability, such as the Middle East, and economic uncertainty, such as Argentina. We also have a significant manufacturing presence in Australia, Europe and China. We expect that international sales will continue to account for a significant percentage of our net sales into the foreseeable future. Accordingly, our foreign business operations and our foreign sales and profits are subject to the following potential risks:

•

political and economic instability where we have foreign business operations, resulting in the reduction of the value of, or the loss of, our investment;

•

recessions in economies of countries in which we have business operations, decreasing our international sales;

•

difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and decreasing profits;

•

difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles and irrigation designs;

•

increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit on these sales; and

•

acts of war or terrorism.

        As a result, we may lose some of our foreign investment or our foreign sales and profits may be materially reduced because of risks of doing business in foreign markets.

We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings.

        We sell our products in many countries around the world. Over 40% of our fiscal 2010 sales were generated by export demand or foreign markets and are often made in foreign currencies, mainly the Australian dollar, euro, Brazilian real, Canadian dollar, Chinese renminbi and South African rand. Because our financial statements are denominated in U.S. dollars, fluctuations in currency exchange rates between the U.S. dollar and other currencies have had and will continue to have an impact on our reported earnings. If the U.S. dollar weakens or strengthens versus the foreign currencies mentioned above, the result will be an increase or decrease in our reported sales and earnings, respectively. Currency fluctuations have affected our financial performance in the past and may affect our financial performance in any given period.

        We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. Actions of this nature could have a material adverse effect on our results of operations and financial condition in any given period.

We face strong competition in our markets.

        We face competitive pressures from a variety of companies in each of the markets we serve. Our competitors include companies who provide the technologies that we provide as well as companies who provide competing technologies, such as drip irrigation. Our competitors include international, national, and local manufacturers, some of whom may have greater financial, manufacturing, marketing and technical resources than we do, or greater penetration in or familiarity with a particular geographic market than we have. In addition, certain of our competitors, particularly with respect to our utility and wireless communication product lines, have sought bankruptcy protection in recent years, and may

15

emerge with reduced debt service obligations, which could allow them to operate at pricing levels that put pressures on our margins. Some of our customers have moved manufacturing operations or product sourcing overseas, which can negatively impact our sales of galvanizing and anodizing services. To remain competitive, we will need to invest continuously in manufacturing, product development and customer service, and we may need to reduce our prices, particularly with respect to customers in industries that are experiencing downturns. We cannot provide assurance that we will be able to maintain our competitive position in each of the markets that we serve.

We could incur substantial costs as the result of violations of, or liabilities under, environmental laws.

        Our facilities and operations are subject to U.S. and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contamination. Failure to comply with these laws and regulations, or with the permits required for our operations, could result in fines or civil or criminal sanctions, third party claims for property damage or personal injury, and investigation and cleanup costs. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future.

        Certain of our facilities have been in operation for many years and, over time, we and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Contaminants have been detected at some of our present and former sites, principally in connection with historical operations. In addition, from time to time we have been named as a potentially responsible party under Superfund or similar state laws. While we are not aware of any contaminated sites, including third-party sites, at which we may have material obligations, the discovery of additional contaminants or the imposition of additional cleanup obligations at these sites could result in significant liability.

We may not realize the improved operating results that we anticipate from acquisitions we may make in the future, and we may experience difficulties in integrating the acquired businesses or may inherit significant liabilities related to such businesses.

        We explore opportunities to acquire businesses that we believe are related to our core competencies from time to time, some of which may be material to us. We expect such acquisitions will produce operating results better than those historically experienced or presently expected to be experienced in the future by us in the absence of the acquisition. We cannot provide assurance that this assumption will prove correct with respect to any acquisition.

        The Delta acquisition is our largest acquisition to date. This acquisition presents significant challenges for our management due to the time and resources required to properly integrate management, employees, information systems, accounting controls, personnel and administrative functions of the acquired business with those of Valmont and to manage the combined company on a going forward basis. We may not be able to completely integrate and streamline overlapping functions or, if such activities are successfully accomplished, such integration may be more costly to accomplish than presently contemplated. We may also have difficulty in successfully integrating the product offerings of Valmont and acquired businesses to improve our collective product offering. Our efforts to integrate acquired businesses could be affected by a number of factors beyond our control, including general economic conditions. In addition, the process of integrating acquired businesses could cause the interruption of, or loss of momentum in, the activities of our existing business. The diversion of management's attention and any delays or difficulties encountered in connection with the integration of the Delta businesses could adversely impact our business, results of operations and liquidity, and the benefits we anticipate may never materialize. These factors are relevant to any acquisition we undertake.

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        In addition, although we conduct reviews of businesses we acquire, we may be subject to unexpected claims or liabilities, including environmental cleanup costs, as a result of these acquisitions. Such claims or liabilities could be costly to defend or resolve and be material in amount, and thus could materially and adversely affect our business and results of operations and liquidity.

We have, from time to time, maintained a substantial amount of outstanding indebtedness, which could impair our ability to operate our business and react to changes in our business, remain in compliance with debt covenants and make payments on our debt.

        As of December 25, 2010, we had approximately $477 million of total indebtedness outstanding and our ratio of total interest-bearing debt to shareholders' equity was 52%. We had $255 million of additional borrowing capacity under our revolving credit facility at December 25, 2010. We normally borrow money to make business acquisitions and major capital expenditures. From time to time, our borrowings have been significant. Our level of indebtedness could have important consequences, including:

•

our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness;

•

a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business;

•

our ability to obtain additional financing in the future may be impaired;

•

we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage;

•

our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and

•

our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.

        Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows and business prospects.

        The restrictions and covenants in our debt agreements could limit our ability to obtain future financings, make needed capital expenditures, withstand a future downturn in our business, or the economy in general, or otherwise conduct necessary corporate activities. These covenants may prevent us from taking advantage of business opportunities that arise.

        A large share of our consolidated cash balances are outside the United States and most of our interest-bearing debt is carried by U.S. entities. In the event that we would have to repatriate cash from international operations to meet cash needs in the U.S., we are likely to incur significant income tax expenses to repatriate that cash.

        A breach of any of these covenants would result in a default under the applicable debt agreement. A default, if not waived, could result in acceleration of the debt outstanding under the agreement and in a default with respect to, and acceleration of, the debt outstanding under our other debt agreements. The accelerated debt would become immediately due and payable. If that should occur, we may not be able to pay all such debt or to borrow sufficient funds to refinance it. Even if new financing were then available, it may not be on terms that are favorable to us.

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We assumed an underfunded pension liability as part of the Delta acquisition and the combined company may be required to increase funding of the plan and/or be subject to restrictions on the use of excess cash.

        Delta is the sponsor of a defined benefit pension plan that, as of December 25, 2010, covered approximately 7,200 members in the United Kingdom, most of whom are inactive and retired former employees. At December 25, 2010, this plan was, for accounting purposes, underfunded by approximately £67.5 million ($104.2 million). Although this underfunded position and the current agreement with the trustees of the pension plan for annual funding until March 31, 2018 of approximately £6.3 million ($9.7 million) in respect of the funding shortfall and approximately £1.0 million ($1.5 million) in respect of administrative expenses were considered in determining the offer price for Delta shares, the underfunded position may adversely affect the combined company as follows:

•

Laws and regulations normally require a new funding plan to be agreed every three years, with the next few funding plans to be agreed with the plan trustees by June 30, 2013. Changes in actuarial assumptions, including future discount, inflation and interest rates, investment returns and mortality rates, may increase the underfunded position of the pension plan and cause the combined company to increase its funding levels in the pension plan to cover underfunded liabilities.

•

The pension plan is regulated in the United Kingdom and trustees represent the interests of covered workers. Laws and regulations could create an immediate funding obligation to the pension plan which could be significantly greater than the £67.5 million ($104.2 million) assumed for accounting purposes as of December 25, 2010 and calculated by reference to the cost of buying out liabilities on the insurance market, and could impact the ability to use Delta's existing cash or the combined company's future excess cash to grow the business or finance other obligations. The use of Delta's cash and future cash flows beyond the operation of Delta's business or the satisfaction of Delta's obligations would require negotiations with the trustees and regulators.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.    PROPERTIES.

        Our corporate headquarters are located in a leased facility in Omaha, Nebraska, under a lease expiring in 2016. The headquarters of the Company's reportable segments are located in Valley, Nebraska except for the headquarters of the Company's Utility Support Structures segment, which are located in Birmingham, Alabama. We also maintain a management headquarters in Brisbane, Australia. Most of our most significant manufacturing locations are owned or are subject to long-term renewable leases. Our principal manufacturing locations are in Valley, Nebraska, McCook, Nebraska, Tulsa, Oklahoma, Brenham, Texas, Charmeil, France and Shanghai, China. All of these facilities are owned by us. We believe that our manufacturing capabilities and capacities are adequate for us to effectively serve our customers. Our capital spending programs consist of investment for replacement, achieving operational efficiencies and expand capacities where needed. Our principal operating locations by reportable segment are listed below.

        Engineered Infrastructure Products segment manufacturing locations North America are in Nebraska, Texas, Indiana, Minnesota, Oregon, Washington and Canada. The largest of these operations are in Valley, Nebraska and Brenham, Texas, Charmeil, France and Shanghai, China, all of which are owned facilities. We have communication components distribution locations in New York, California and Georgia. International locations are in France, the Netherlands, Finland, Estonia, England, Germany Turkey, Poland, Australia, Indonesia, the Philippines, Thailand, Malaysia and China. Access

18

systems manufacturing locations are located in Australia, Indonesia, the Philippines, Thailand, Malaysia and China.

        Utility Support Structures segment manufacturing locations are in Alabama, Georgia, Florida, California, Texas, Oklahoma, Pennsylvania, Tennessee, Kansas and Mexico. The largest of these operations are in Tulsa, Oklahoma and Mansfield and Bellville, Texas. The Tulsa and Bellville facilities are owned and the Mansfield facility is leased. Principal international manufacturing locations are in China, Turkey and France.

        Coatings segment operations are located in Nebraska, Illinois, California, Minnesota, Kansas, Iowa, Indiana, Oregon, Utah, Oklahoma, Virginia, Alabama, Florida and South Carolina. International operations are located in Australia and Malaysia.

        Irrigation segment manufacturing operations in the United States are located in Valley and McCook, Nebraska. Our principal manufacturing operations serving international markets are located in Uberaba, Brazil, Nigel, South Africa, Jebel Ali, United Arab Emirates and Madrid, Spain. All facilities are owned.

        Our other operations are located in Nebraska and Oregon. International operations are located in Australia (forged steel grinding media) and South Africa (electrolytic manganese dioxide).

ITEM 3.    LEGAL PROCEEDINGS.

        We are not a party to, nor are any of our properties subject to, any material legal proceedings. We are, from time to time, engaged in routine litigation incidental to our businesses.

ITEM 4.    [Removed and Reserved]

Executive Officers of the Company

        Our executive officers at December 25, 2010, their ages, positions held, and the business experience of each during the past five years are, as follows:

Mogens C. Bay, age 62, Chairman and Chief Executive Officer since January 1997.

Terry J. McClain, age 63, Senior Vice President and Chief Financial Officer since January 1997.

E. Robert Meaney, age 63, Senior Vice President since September 1998.

John G. Graboski, age 55, Vice President—Human Resources since August 2007. Director of Human Resources at Praxair Distribution, Inc. from March 1997 to August 2007.

Mark C. Jaksich, age 53, Vice President and Controller since February 2000.

Walter P. Pasko, age 60, Vice President—Procurement since May 2002.

Brian Desigio, age 41, Vice President—Corporate Development since April 2008. Senior Vice President at Fairmount Food Group from January 2006 to April 2008. Director of Corporate Development at General Mills from January 2004 to December 2005.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

        Our common stock is traded on the New York Stock Exchange under the symbol "VMI". We had approximately 7,700 shareholders of common stock at December 25, 2010. Other stock information required by this item is included in "Quarterly Financial Data (unaudited)" on page 88 of this report.

Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares Purchased		(b) Average Price paid per share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
September 26, 2010 to October 23, 2010		6,692	$	78.63		—		—
October 24, 2010 to November 27, 2010		7,202	$	80.56		—		—
November 28, 2010 to December 25, 2010		115	$	86.49		—		—
Total		14,009	$	84.62		—		—

        During the fourth quarter, the 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.

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ITEM 6.    SELECTED FINANCIAL DATA.

SELECTED FIVE-YEAR FINANCIAL DATA

(Dollars in thousands, except per share amounts)			2010			2009			2008			2007			2006
Operating Data
	Net sales		$	1,975,505		$	1,786,601		$	1,907,278		$	1,499,834		$	1,281,281
	Operating income			178,413			237,994			228,591			155,626			110,085
	Net earnings attributable to Valmont Industries, Inc.			94,379			150,562			132,397			94,713			61,544
	Depreciation and amortization			59,663			44,748			39,597			35,176			36,541
	Capital expenditures			36,092			44,129			50,879			56,610			27,898
Per Share Data
	Earnings:
		Basic	$	3.62		$	5.80		$	5.13		$	3.71		$	2.44
		Diluted		3.57			5.73			5.04			3.63			2.38
	Cash dividends			0.645			0.580			0.495			0.410			0.370
Financial Position
	Working capital		$	747,312		$	458,605		$	475,215		$	350,561		$	277,736
	Property, plant and equipment, net			439,609			283,088			269,320			232,684			200,610
	Total assets			2,090,743			1,302,169			1,326,288			1,052,613			892,310
	Long-term debt, including current installments			468,834			160,482			338,032			223,248			221,137
	Total Valmont Industries, Inc. shareholders' equity.			915,892			786,261			624,131			510,613			401,281
Cash flow data:
	Net cash flows from operation activities		$	152,220		$	349,520		$	52,575		$	110,249		$	59,130
	Net cash flows from investing activities			(262,713	)		(43,595	)		(194,615	)		(71,040	)		(36,735	)
	Net cash flows from financing activities			269,685			(198,400	)		109,291			(210	)		(6,946	)
Financial Measures
	Invested capital(a)		$	1,752,891		$	1,057,483		$	1,066,160		$	819,092		$	706,855
	Return on invested capital(a)			8.1	%		15.2	%		16.0	%		14.0	%		11.1	%
	EBITDA(b)		$	243,592		$	283,964		$	260,474		$	191,635		$	146,029
	Return on beginning shareholders' equity(c)			12.0	%		24.1	%		25.9	%		23.6	%		18.7	%
	Long-term debt as a percent of invested capital(d)			26.7	%		15.2	%		31.7	%		27.3	%		31.3	%
Year End Data
	Shares outstanding (000)			26,374			26,297			26,168			25,945			25,634
	Approximate number of shareholders			7,700			5,400			5,800			5,800			5,600
	Number of employees			9,188			6,626			7,380			6,029			5,684

(a)

Return on Invested Capital is calculated as Operating Income (after-tax) divided by the average of beginning and ending Invested Capital. Invested Capital represents Total Assets minus Accounts Payable, Accrued Expenses and Dividends Payable. Return on Invested Capital is one of our key operating ratios, as it allows investors to analyze our operating performance in light of the amount of investment required to generate our operating profit. Return on Invested Capital is also a measurement used to determine management incentives. Return on Invested Capital is not a measure of financial performance or liquidity under generally accepted accounting principles (GAAP). Accordingly, Invested Capital and Return on Invested Capital should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or

21

liquidity. The table below shows how Invested Capital and Return on Invested Capital are calculated from our income statement and balance sheet.

	2010			2009			2008			2007			2006
Operating income	$	178,413		$	237,994		$	228,591		$	155,626		$	110,085
Effective tax rate		36.0	%		32.2	%		34.2	%		31.4	%		32.0	%
Tax effect on Operating income		(64,153	)		(76,634	)		(78,178	)		(48,867	)		(35,227	)
After-tax Operating income		114,260			161,360			150,413			106,759			74,858
Average Invested Capital		1,405,187			1,061,822			942,626			762,974			674,124
Return on Invested Capital		8.1	%		15.2	%		16.0	%		14.0	%		11.1	%
Total Assets	$	2,090,743		$	1,302,169		$	1,326,288		$	1,052,613		$	892,310
Less: Accounts Payable		(179,814	)		(118,210	)		(136,868	)		(128,599	)		(103,319	)
Less: Accrued Expenses		(153,686	)		(122,532	)		(119,858	)		(102,198	)		(79,699	)
Less: Dividends Payable		(4,352	)		(3,944	)		(3,402	)		(2,724	)		(2,437	)
Total Invested Capital	$	1,752,891		$	1,057,483		$	1,066,160		$	819,092		$	706,855
Beginning of year Invested Capital		1,057,483			1,066,160			819,092			706,855			641,392
Average Invested Capital	$	1,405,187		$	1,061,822		$	942,626		$	762,974		$	674,124

Return on invested capital, as presented, may not be comparable to similarly titled measures of other companies.

(b)

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) is one of our key financial ratios in that it is the basis for determining our maximum borrowing capacity at any one time. Our bank credit agreements contain a financial covenant that our total interest-bearing debt not exceed 3.75x EBITDA for the most recent twelve month period. If this covenant is violated, we may incur additional financing costs or be required to pay the debt before its maturity date. EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The calculation of EBITDA is as follows:

	2010			2009			2008			2007			2006
Net cash flows from operations	$	152,220		$	349,520		$	52,575		$	110,249		$	59,130
Interest expense		30,947			15,760			18,267			17,726			17,124
Income tax expense		55,008			72,894			70,213			44,020			30,820
Deferred income tax (expense) benefit		(5,017	)		(7,375	)		4,502			1,620			11,027
Noncontrolling interest		(6,034	)		(3,379	)		(3,823	)		(2,122	)		(1,290	)
Equity in earnings/(losses) in nonconsolidated subsidiaries		2,439			751			914			686			(2,665	)
Stock-based compensation		(7,154	)		(6,586	)		(4,736	)		(3,913	)		(2,598	)
Pension plan expense		(5,874	)		—			—			—			—
Payment of deferred compensation		393			267			1,260			9,186			—
Changes in assets and liabilities, net of acquisitions		26,272			(136,944	)		123,866			16,278			34,213
Other		352			(944	)		(2,564	)		(2,095	)		268
EBITDA	$	243,592		$	283,964		$	260,474		$	191,635		$	146,029

EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

(c)

Return on beginning shareholders' equity is calculated by dividing Net earnings attributable to Valmont Industries, Inc. by the prior year's ending Total Valmont Industries, Inc. shareholders' equity.

(d)

Long-term debt as a percent of invested capital is calculated as the sum of Current portion of long-term debt and Long-term debt divided by Total Invested Capital. This is one of our key financial ratios in that it measures the amount of financial leverage on our balance sheet at any point in time. We also have covenants under our major debt agreements that relate to the amount of debt we carry. If those covenants are violated, we may incur additional financing costs or be required to pay the debt before its maturity date. We have an internal target to maintain this ratio at or below 40%. This ratio may exceed 40% from time to time to take advantage of opportunities to grow and improve our businesses. Long-term debt as a percent of invested capital is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered in isolation or as a substitute for net earnings, cash flows from operations or other

22

income or cash flow data prepared in accordance with GAAP or as a measure of our operating performance or liquidity. The calculation of this ratio is as follows:

	2010			2009			2008			2007			2006
Current portion of long-term debt	$	238		$	231		$	904		$	22,510		$	18,353
Long-term debt		468,596			160,251			337,128			200,738			202,784
Total Long-term debt		468,834			160,482		$	338,032		$	223,248		$	221,137
Total Invested Capital		1,752,891		$	1,057,483		$	1,066,160		$	819,092		$	706,255
Long-term debt as a percent of invested capital		26.7	%		15.2	%		31.7	%		27.3	%		31.3	%

Long-term debt as a percent of invested capital, as presented, may not be comparable to similarly titled measures of other companies.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

        Management's discussion and analysis, and other sections of this annual report, contain 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.

        The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial position. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes.

General

        In the fourth quarter of 2010, we reorganized our segment reporting structure to reflect our management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in our segment structure:

•

Engineered Infrastructure Products (previously referred to as Engineered Support Structures) segment includes Delta's lighting, communication, access systems and roadway safety products;

•

Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;

•

Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;

•

Delta's management administration expenses are included in "Net corporate expense".

23

        As these changes only affect the 2010 financial statements, no reclassification to our 2008 and 2009 presentation was necessary.

			2010			2009			Change 2010 - 2009			2008			Change 2009 - 2008
			Dollars in millions, except per share amounts
Consolidated
	Net sales		$	1,975.5		$	1,786.6			10.6	%	$	1,907.3			(6.3	)%
	Gross profit			519.6			532.0			(2.3	)%		510.5			4.2	%
		as a percent of sales		26.3	%		29.8	%					26.8	%
	SG&A expense			341.2			294.0			16.1	%		281.9			4.3	%
		as a percent of sales		17.3	%		16.5	%					14.8	%
	Operating income			178.4			238.0			(25.0	)%		228.6			4.1	%
		as a percent of sales		9.0	%		13.3	%					12.0	%
	Net interest expense			26.1			14.3			82.5	%		15.9			(10.1	)%
	Effective tax rate			36.0	%		32.2	%					34.2	%
	Net earnings		$	94.4		$	150.6			(37.3	)%	$	132.4			13.8	%
	Diluted earnings per share		$	3.57		$	5.73			(37.7	)%	$	5.04			13.7	%
Engineered Infrastructure Products Segment
	Net sales		$	669.2		$	582.3			14.9	%	$	638.3			(8.8	)%
	Gross profit			179.5			153.8			16.7	%		156.5			(1.7	)%
	SG&A expense			127.3			108.7			17.1	%		109.1			(0.4	)%
	Operating income			52.2			45.1			15.7	%		47.4			(4.9	)%
Utility Support Structures Segment
	Net sales			472.7			698.2			(32.3	)%		508.4			37.3	%
	Gross profit			112.2			236.0			(52.5	)%		136.1			73.4	%
	SG&A expense			60.5			71.2			(15.0	)%		62.6			13.7	%
	Operating income			51.7			164.8			(68.6	)%		73.5			124.2	%
Coatings Segment
	Net sales			208.4			90.6			130.0	%		112.0			(19.1	)%
	Gross profit			67.8			38.0			78.4	%		45.2			(15.9	)%
	SG&A expense			25.2			13.3			89.5	%		13.4			(0.1	)%
	Operating income			42.6			24.7			72.5	%		31.8			(22.3	)%
Irrigation Segment
	Net sales			443.4			362.2			22.4	%		562.7			(35.6	)%
	Gross profit			118.8			84.3			40.9	%		143.2			(41.1	)%
	SG&A expense			56.8			49.2			15.4	%		56.0			(12.1	)%
	Operating income			62.0			35.1			76.6	%		87.2			(59.7	)%
Other
	Net sales			181.8			53.3			241.1	%		86.0			(38.0	)%
	Gross profit			43.4			20.5			111.7	%		30.1			(31.9	)%
	SG&A expense			14.9			7.5			98.7	%		9.1			(17.6	)%
	Operating income			28.5			13.0			119.2	%		21.0			(38.1	)%
Net corporate expense
	Gross profit			(2.1	)		(0.6	)		250.0	%		(0.6	)		0.0
	SG&A expense			56.5			44.1			28.1	%		31.7			39.1	%
	Operating loss			(58.6	)		(44.7	)		31.1	%		(32.3	)		38.4	%

NM

= Not meaningful

24

RESULTS OF OPERATIONS

FISCAL 2010 COMPARED WITH FISCAL 2009

Acquisition of Delta plc

        On March 4, 2010, we made an offer to acquire all the ordinary shares of Delta plc ("Delta"), a public company traded on the London Stock exchange under the symbol "DLTA". The offer price was £1.85 per ordinary share, with a total estimated purchase price of $436.7 million. To manage the foreign exchange risk associated with the offer, we executed a forward foreign exchange contract with a multinational bank, whereby, if the acquisition was completed, the required British pound sterling would be delivered to us at a fixed exchange rate of $1.5353/£ to complete the acquisition. In accordance with takeover rules in the United Kingdom, we established funding for the purchase price and related acquisition costs by a combination of $264 million in restricted cash (comprised of cash balances of $83 million and $181 million in borrowings under our revolving credit agreement) and a $200 million bank bridge loan commitment. In April 2010, we issued $300 million of senior unsecured notes, terminated the bridge loan and reduced our revolving credit agreement borrowings to approximately $85 million. We completed the acquisition on May 12, 2010 and we now own 100% of Delta's ordinary shares. In December 2010, we acquired all of Delta's preference shares for approximately £2.9 million (approximately $4.4 million).

        We began consolidating Delta's financial results in our consolidated financial statements on May 12, 2010. Delta's sales included in our consolidated results for the period of May 12, 2010 to December 25, 2010 were $348.0 million. Delta's operating income over the same period was $26.4 million and includes approximately $10.1 million of expenses related to amortization, depreciation and other items related to purchase accounting adjustments. At December 25, 2010, we recast our reportable segments to align with our management reporting structure, as a result of this reorganization, Delta's:

•

Galvanizing operations in the U.S., Asia and Australia are reported as part of our Coatings segment;

•

Engineered steel products operations for structures and access systems are reported as part of the Engineered Infrastructure Products segment;

•

Grinding media and manganese dioxide operations are reported as "Other"; and

•

Head office administration expenses (including expenses associated with the Delta Pension Plan) are reported as part of "Net corporate expense".

        In fiscal 2010, certain other expenses were incurred in our consolidated statement of operations that were associated with the Delta acquisition. These expenses included:

•

SG&A expenses of $15.3 million related to acquisition costs such as investment banking fees, due diligence costs and other expenses directly associated with the acquisition and integration of Delta with Valmont. These costs, under applicable accounting standards, are required to be recorded as expenses as incurred.

•

Interest expenses aggregating $5.1 million incurred in fiscal 2010 related to fees and expenses to establish the bridge loan and borrowing costs incurred to finance the acquisition prior to the May 12, 2010 acquisition date.

        The after-tax impact of these expenses on our net earnings in fiscal 2010 was approximately $16.4 million.

25

Overview

        On a consolidated basis, the net sales increase in fiscal 2010, as compared with 2009, was mainly due to:

•

The acquisition of Delta, which contributed $348.0 million in net sales beginning May 12, 2010;

•

Improved sales unit volumes in the Irrigation and Coatings segments; and

•

Lower sales unit volumes and lower average selling prices in the Engineered Infrastructure Products ("EIP") and Utility Support Structure ("Utility") segments;

        For the company as a whole, without consideration of Delta sales, our fiscal 2010 sales unit volumes were approximately 3% lower as compared with 2009. On a reportable segment basis, the most significant sales unit volume decrease was in the Utility segment, offset somewhat by increased unit sales volumes in the Irrigation and Coatings segments. Lower unit sales prices and unfavorable sales mix also contributed the lower net sales in 2010, as compared with 2009. Sales price decreases in 2010, as compared with 2009, resulted from a combination of weaker sales demand and increased price competition in most of our businesses.

        The gross profit margin (gross profit as a percent of sales) in 2010 was lower than 2009. This decrease in gross profit margins were mainly due to lower gross margins in the Utility and EIP segments, where we were impacted by lower sales volumes, a more competitive pricing environment and an unfavorable sales mix. The impact of these factors on gross profit margins was offset to a degree by lower average raw material costs in 2010, as compared with 2009. Rising raw material prices also resulted in $3.0 million in LIFO expense in 2010, as compared with a $18.6 million LIFO benefit in 2009. On a reportable segment basis, we realized higher LIFO expense in the EIP ($9.6 million), Irrigation ($6.9 million) and Utility ($4.0 million) segments in 2010, as compared with 2009.

        Selling, general and administrative (SG&A) spending in fiscal 2010, as compared with 2009, increased due to the following factors:

•

Expenses associated with the Delta acquisition and integration of approximately $15.3 million. These expenses were related to investment banking fees, due diligence costs and other direct costs associated with the acquisition and the integration of Delta's operations. These expenses are reported as part of "General corporate expense";

•

Delta's SG&A expenses from May 12, 2010 to December 25, 2010 of $54.4 million, were included in 2010 consolidated SG&A expenses.

        These increases were somewhat offset by lower employee incentive expenses in 2010, as compared with 2009 (approximately $12.5 million), lower sales commissions related to lower net sales in 2010, as compared with 2009 (approximately $3.7 million). In the aggregate, exclusive of the SG&A expenses related to Delta's operations and its expenses incidental to its acquisition, SG&A spending was down approximately $22.5 million in fiscal 2010, as compared with 2009.

        On a reportable segment basis, the EIP and Utility segments reported lower operating income and the Irrigation and Coatings segments reported higher operating income in the fiscal 2010, as compared with 2009.

        The increase in net interest expense in fiscal 2010, as compared with 2009, was mainly due to interest associated with the $300 million in senior unsecured notes issued in April 2010 and approximately $2.9 million of bank fees incurred in 2010 related to providing the required bridge loan funding commitment for the Delta acquisition. "Other" income was lower in fiscal 2010, as compared with 2009, mainly due to lower investment income related to our non-qualified deferred compensation plan this year (approximately $0.9 million) and foreign currency transaction gains incurred in 2009 that did not repeat in 2010.

26

        The increase in the effective income tax rate in fiscal 2010, as compared with 2009, was mainly due to the non-deductibility of a portion of the Delta acquisition expenses incurred in 2010. Our cash flows provided by operations were approximately $152.2 million in 2010, as compared with $349.5 million in 2009. Lower net earnings in 2010, as compared with 2009, and the significant decrease in inventories in 2009 were the main reasons for the lower operating cash flow in 2010.

Engineered Infrastructure Products (EIP) segment

        The increase in net sales in fiscal 2010, as compared with 2009, was mainly due the acquisition of Delta's engineered access systems, poles and highway safety products (approximately $136.2 million), offset to a degree by to lower sales volumes and lower sales prices in the lighting and communication structures product lines. In the Lighting Traffic and Roadway Safety product line, we experienced lower sales and average unit selling prices in North American and international markets in 2010, as compared with 2009. The decrease in North American sales in 2010, as compared with 2009, was due to weaker customer demand for lighting and traffic poles in the transportation market channel. Sales unit volumes in North America in 2010 were slightly lower as compared with 2009. We believe sales demand in the transportation market was dampened by the lack of a long-term federal highway funding legislation and state budget deficits, as the lack of long-term funding legislation does not give the various states ample visibility to implement long-term initiatives. Furthermore, highway spending sponsored under the federal program requires the various states to provide part of required funding. Many states are in budget deficits, which may constrain their ability to access federal matching funds to implement roadway projects. While commercial lighting market sales in 2010 were slightly higher as compared with 2009, demand remains relatively weak, due to continued softness in the commercial and residential construction markets. In Europe, sales were lower in 2010, as compared with 2009. As most economies in Europe are weak, governments have cut spending (including for infrastructure projects) to cope with budgetary deficits. The decrease in European lighting sales in 2010, as compared with 2009, was also related to competitive selling price pressures and certain project sales in developing markets in 2009 that did not repeat in 2010. Lighting structure sales in China, while a relatively small portion of global lighting sales, improved in 2010, as compared with 2009, due to increased sales efforts.

        Sales in the communication structures product line were lower in fiscal 2010, as compared with 2009, in both North America and China. In North America, general slowness in the wireless communication structures market and lower sign structure sales resulted in lower 2010 sales, as compared with 2009. In China, sales of wireless communication structures likewise were lower in 2010, as compared with 2009. In 2010, annual supply contracts with the various carriers were settled later than in the past and we believe there is some continuing coordination of the wireless networks in China that is impacting network development at this time.

        Operating income in the EIP segment was higher in fiscal 2010, as compared with 2009, due the impact of the Delta infrastructure businesses (approximately $17.6 million), offset somewhat by lower lighting and wireless communication sales volumes and pricing pressures due to weak market conditions. The impact of lower sales on operating profit was mitigated to an extent by factory operational improvements (approximately $12.0 million). While LIFO expense for the segment was higher in fiscal 2010, as compared with 2009, by approximately $9.6 million, this impact was largely offset by lower average material costs incurred in 2010, as compared with 2009. Aside from the impact of the Delta acquisition, SG&A expenses were approximately $5.3 million lower in 2010, as compared with 2009, due to various cost containment actions in the segment this year.

Utility Support Structures (Utility) segment

        In the Utility segment, the sales decrease in 2010, as compared with 2009, was due to the combination of lower sales unit volumes in the U.S. and lower average unit selling prices. The decrease in unit sales (in tons) in fiscal 2010 in the U.S. was approximately 24%. The record sales performance

27

realized in 2009 was in part related to the large backlog at the end of the 2008 fiscal year, which was the result of substantial order intake in the last half of 2008. At the end of fiscal 2009, our sales order backlog was less than half of the year-end 2008 backlog. During 2009 and continuing into 2010, the economic recession in the U.S. resulted in a drop in electricity demand. Accordingly, our customers reduced their purchases of structures and delayed scheduled projects. In addition, price competition became more significant, especially in light of falling steel prices throughout most of 2009 and generally lower levels of transmission and substation spending this year by utility companies. We believe that utility companies invested at lower levels due to a combination of some falling electricity consumption in the U.S. during the recession and uncertainty that they would generate an adequate financial return on transmission and substation investments. In international markets, sales improved over 2009, the result of increased project sales into new markets, offset by lower sales volumes in China.

        The decrease in operating income in 2010, as compared with 2009, was a result of lower sales volumes, lower average selling prices and an unfavorable sales mix. Operating profit also was negatively impacted by $4.0 million in increased LIFO expense in 2010, as compared with 2009. The decrease in SG&A expenses in 2010, as compared with 2009, primarily resulted from lower employee incentives related to the decrease in operating income this year (approximately $5.9 million) and lower sales commission expense (approximately $4.0 million) due to the decrease in net sales this year.

Coatings segment

        Net sales in the Coatings segment increased in fiscal 2010, as compared with 2009, resulted mainly from the inclusion of Delta's galvanizing sales in this segment (approximately $106.9 million) and improved sales unit volumes. Galvanizing unit volumes in 2010 were approximately 6% higher in 2010 as compared with in 2009. We attribute the increase in sales demand to slightly stronger industrial economic conditions in our geographic market areas.

        The increase in segment operating income in 2010, as compared with 2009, was due to the impact of Delta's galvanizing operations (approximately $13.6 million) and improved sales volumes and the associated operating leverage. These effects were offset somewhat by rising zinc costs that were not recovered through sales price increases. Increases in the average cost of zinc in 2010, as compared with 2009, amounted to approximately $3.6 million. These cost increases were largely offset by factory efficiencies and increased sales volume. SG&A expenses for the segment in 2010 were higher as compared with 2009, mainly due to the impact of Delta's galvanizing operations.

Irrigation segment

        Irrigation segment net sales in 2010 improved, as compared with 2009, due to stronger sales volumes in North America and International markets and currency translation effects on international sales (approximately $7.0 million). In North America, we believe improved demand for irrigation equipment in 2010 over a weak 2009 resulted from improvement in grower sentiment and expected net farm income. In international markets, the sales improvement in 2010 over 2009 was broad-based, as stronger market conditions drove higher sales in most regions.

        Operating income for the segment improved in 2010 over 2009, due to improved sales unit volumes in North America, lower raw material prices (net of increased LIFO expense of $6.8 million) and a stronger international sales mix. SG&A expenses increased mainly due to increased employee incentives associated with improved operating income (approximately $5.2 million) and costs associated with business development activities.

28

Other

        This unit mainly includes our tubing and industrial and fasteners operations and the Delta grinding media and manganese dioxide operations. The increase in sales and operating income in 2010, as compared with 2009, primarily was due to the Delta businesses acquired (approximately $110.3 million and $10.5 million, respectively) and improved sales demand for tubing products.

Net corporate expense

        Net corporate expense increased in 2010, as compared with 2009, as 2010 expenses included:

•

expenses associated with the acquisition of Delta (approximately $15.3 million);

•

administrative expenses associated with Delta of $12.7 million (including approximately $5.9 million of pension plan expenses).

These expense increases were offset somewhat by lower employee incentive accruals in 2010 of $11.6 million and other decreases in discretionary spending.

FISCAL 2009 COMPARED WITH FISCAL 2008

Overview

Net sales

        The decrease in fiscal 2009 net sales, as compared fiscal 2008, was mainly due to lower unit sales volumes in 2009, as compared with 2008. On a consolidated basis, sales unit volumes for fiscal 2009 were approximately 10% less than in 2008. On a reportable segment basis, we realized a significant sales unit volume increase in the Utility Support Structures ("Utility") segment, driven largely by substantial investment by U.S. utility customers to improve their electrical transmission capacity and reliability. The sales unit volume increase in Utility was more than offset by lower unit sales volumes in our other reportable segments. We believe these decreases were mainly due to the global economic recession that began in late 2008 and persisted throughout 2009. This economic weakness, especially in the U.S. and Europe, resulted in lower sales demand in the ESS, Irrigation and Coatings segments. Sales demand in the Irrigation segment was also adversely impacted by lower net farm income in 2009, as compared with 2008. The net sales volume decrease was offset to a degree by the full-year impact of acquisitions completed in 2008 (approximately $56 million).

        Average unit selling prices were slightly 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. Throughout 2009, pricing levels generally decreased as compared with late 2008, due to pricing pressures associated with weaker sales demand and lower raw material prices.

Gross profit margins

        Gross profit margin (gross profit as a percent of sales) increased in fiscal 2009, as compared with 2008, despite generally lower sales volumes. On a consolidated basis, this improvement was largely due to declining raw materials prices (especially steel) throughout 2009. On a segment basis, the Utility segment realized significantly improved gross profit margins due to its significant sales volume increase in 2009, as compared with 2008. In our other reportable segments, aggressive manufacturing cost control helped us maintain gross margins to some degree despite weaker sales demand and lower factory production levels.

29

Selling, general and administrative expenses

        Selling, general and administrative (SG&A) spending in 2009 increased as compared with 2008 due to:

•

increased salary and benefit costs (approximately $8.0 million);

•

the full-year effect of acquisitions completed in 2008 (approximately $7.7 million), and;

•

increased deferred compensation expense related to the improved investment performance in the marketable securities underlying the deferred compensation plan as compared with of 2008 (approximately $6.8 million). We recorded the related investment gains in these securities as "Other" in our condensed consolidated statements of operations for the fiscal year ended December 26, 2009.

        These increases were somewhat offset by:

•

currency translation effects (approximately $2.6 million);

•

lower management incentive accruals in 2009, as compared with 2008 (approximately $3.8 million), and;

•

lower sales commissions due to lower sales in 2009, as compared with 2008 (approximately $4.1 million).

        The decrease in net interest expense for fiscal year ended December 26, 2009, as compared with 2008, was due to a combination of lower interest rates on our variable rate debt in 2009 and decreased borrowing levels throughout 2009.

        "Other" income was higher in the fiscal year ended December 26, 2009, as compared with 2008, due to improved investment performance in the assets in our deferred compensation plan (approximately $6.8 million) and foreign currency transaction gains realized in 2009.

        The effective income tax rate in fiscal 2009 was slightly lower than 2008, due to a 2009 reduction in our income tax contingency liabilities and the realization of additional income tax benefits in certain international tax jurisdictions in 2009.

        Our cash flows provided by operations were $349.5 million for the fiscal year ended December 26, 2009, as compared with $52.6 million in fiscal 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.

Engineered Infrastructure Products (EIP) segment (formerly known as the Engineered Support Structures segment)

        The decrease in ESS segment sales for the fiscal year ended December 26, 2009, as compared with fiscal 2008, was mainly due to weaker sales demand in worldwide markets. Foreign currency translation effects (approximately $9.0 million) also contributed to the decrease in segment sales. These decreases were offset somewhat by the impact of acquisitions (approximately $48.0 million).

        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

30

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 fiscal year ended December 26, 2009 were comparable to 2008. The positive impact from the Mitas and Stainton acquisitions in late 2008 largely offset lower sales demand in our core markets due to economic weakness in Europe and currency translation effects.

        Sales of Specialty Structures products in fiscal 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, reflecting less aggressive wireless network enhancement activity by the major wireless carriers. Sales of wireless communication poles in China in 2009 were comparable to 2008. Sales of sign structure products in 2009 were lower than 2008, as this product line is being discontinued. These sales decreases were offset to a degree by the acquisition of Site Pro 1 (Site Pro) in July 2008.

        The decrease in operating income in the EIP segment for fiscal 2009 was largely due to the decrease in sales volumes. The lower raw material costs, operational improvements (including employment and capacity reductions) and the impact of acquisitions (approximately $6.7 million) helped mitigate the operating income impact associated with lower sales.

        Segment SG&A expense for the fiscal year ended December 26, 2009 was comparable with fiscal 2008, as the impact from acquisitions (approximately $6.0 million) 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) were offset somewhat by currency translation impacts (approximately $1.9 million) and lower sales commissions associated with lower sales volumes (approximately $5.4 million).

Utility Support Structures (Utility) segment

        In the Utility segment, the sales increase in fiscal 2009, as compared with 2008, was due to strong sales volume increases in 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 backlog from year-end 2008. In the U.S., 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. In international markets, sales volumes were higher, due mainly to project sales in developing countries. Order rates in the U.S. in 2009 for transmission and substation structures lagged the record order rates in 2008. We believe that utility companies postponed transmission structure spending due to the economic recession in the U.S. As a result, the sales backlog at the end of 2009 is much lower than at December 2008. Sales of utility structures in China in fiscal 2009 were comparable to fiscal 2008.

        The improved operating income in fiscal 2009, as compared with 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 SG&A spending in 2009, as compared with 2008, was principally due to higher salary and employee benefit costs ($1.8 million), higher employee incentives (approximately $1.1 million) associated with improved operating income of this segment and additional costs associated with developing international markets for our utility structures.

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Coatings segment

        The decrease in Coatings segment sales in the fiscal year ended December 26, 2009 as compared with 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 sales volumes in our galvanizing operations for the fiscal year ended December 26, 2009 was approximately 14% lower than fiscal 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 fiscal 2009, as compared with 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 fiscal 2009 was comparable to 2008, as the impact of an acquisition completed in the fourth quarter of 2008 and higher employee compensation costs were offset by lower management incentive expense.

Irrigation segment

        The sales decrease in the Irrigation segment for the fiscal year ended December 26, 2009, as compared with the same period in 2008, was mainly due to weaker sales volumes in both domestic and international markets. In 2009, lower farm commodity prices and 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 fiscal year ended December 26, 2009, as compared with 2008 (approximately $6.3 million).

        The decrease in operating income for the fiscal year ended December 26, 2009, as compared with fiscal 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 fiscal 2009, as compared with 2008, was due to lower incentive expense accruals related to decreased operating income this year (approximately $6.0 million) and currency translation effects (approximately $0.7 million), offset somewhat by higher salary and employee benefits costs (approximately $1.4 million).

Other

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

Net corporate expense

        The increase in net corporate expense for the fiscal year ended December 26, 2009, as compared with fiscal 2008, were mainly due to

•

increased deferred compensation liabilities related to higher investment returns on the assets of the deferred compensation plan (approximately $6.8 million), which is recorded in SG&A expenses. The investment gains and losses were recorded in "Miscellaneous" in our condensed consolidated statements of operations for the fiscal years ended December 26, 2009 and December 27, 2008, respectively, and;

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•

increased employee incentive expense in fiscal 2009, as compared with 2008 (approximately $4.2 million). The increased incentive expense was principally due to improvement in our common stock price in 2009, which resulted in higher recorded expense in our long-term incentive plan.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

        Working Capital and Operating Cash Flows—Net working capital was $747.3 million at December 25, 2010, as compared with $458.6 million at December 26, 2009. The increase in net working capital in 2010 mainly resulted from the Delta acquisition of $300.3 million, offset to a degree by cash on hand used to fund part of the Delta acquisition. Operating cash flow was $152.2 million in fiscal 2010, as compared with $349.5 million in 2009. The decrease in operating cash flow in 2010 mainly was the result of lower net earnings 2010, as compared with 2009 and the significant cash flow generated in 2009 through inventory reductions. Accounts receivable turnover in 2010 was comparable with 2009.

        Investing Cash Flows—Capital spending in 2010 was $36.1 million, as compared with $44.1 million in 2009. We expect our capital spending for the 2011 fiscal year to be approximately $60 million. Investing cash flows for fiscal 2010 included $237.8 million related to Delta, net of cash on Delta's balance sheet at May 12, 2010 and an aggregate of approximately $11.3 million associated with increasing our ownership interest in West Coast Engineering, Ltd. from 70% to 80% , acquiring the remaining 30% of our Polish poles manufacturing operation and the additional purchase price paid to the former shareholders of Stainton related to the performance of the operation after its acquisition in November 2008. Investing cash flows in 2010 also included $11.1 million in proceeds from the sale of a discontinued Delta manganese dioxide site.

        Financing Cash Flows—Our total interest-bearing debt increased from $172.4 million at December 26, 2009 to $477.7 million as of December 25, 2010. The increase in borrowings in 2010 was predominantly associated with the $300 million of senior unsecured notes and borrowings under our revolving credit agreement to finance a portion of the Delta acquisition.

Sources of Financing and Capital

        We have historically funded our growth, capital spending and acquisitions through a combination of operating cash flows and debt financing. We have an internal long-term objective to maintain long-term debt as a percent of invested capital at or below 40%. At December 25, 2010, our long-term debt to invested capital ratio was 26.7%, as compared with 15.2% at December 26, 2009. Subject to our level of acquisition activity and steel industry operating conditions (which could affect the levels of inventory we need to fulfill customer commitments), we plan to maintain this ratio below 40% in 2011.

        Our debt financing at December 25, 2010 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $51.8 million, $46.8 million of which was unused at December 25, 2010. Our long-term debt principally consists of:

•

$150 million of senior subordinated notes that bear interest at 6.875% per annum and are due in May 2014. These notes are guaranteed by certain of our subsidiaries. We are allowed to

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repurchase all or a portion of the notes at the following redemption prices (stated as a percentage of face value):

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

•

$300 million of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by the same subsidiaries as our senior subordinated notes.

•

$280 million revolving credit agreement with a group of banks. We may increase the credit facility by up to an additional $100 million at any time, subject to participating banks increasing the amount of their lending commitments. The interest rate on our borrowings will be, at our option, either:



(a)

LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by us) plus 125 to 200 basis points (inclusive of facility fees), depending on our ratio of debt to earnings before taxes, interest, depreciation and amortization (EBITDA), or;



(b)

the higher of

•

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

•

LIBOR (based on a 1 week interest period) plus 125 to 200 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA

        At December 25, 2010, we had $8.0 million in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.47%, not including facility fees. These outstanding borrowings were associated with funding requirements related to the Delta acquisition. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit our additional borrowing capability under the agreement. At December 25, 2010, we had the ability to borrow an additional $254.6 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 December 25, 2010, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at December 25, 2010 were as follows (including Delta on a pro forma basis, as per our covenants):

Interest-bearing debt	$	476,979
EBITDA—last 12 months		264,710
Leverage ratio		1.80x
EBITDA—last 12 months	$	264,710
Interest expense—last 12 months		30,947
Interest earned ratio		8.85x

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        The calculation of pro forma EBITDA is as follows:

	2010
Net cash flows from operations	$	152,220
Interest expense		30,947
Income tax expense		55,008
Deferred income tax (expense) benefit		(5,017	)
Noncontrolling interest		(6,034	)
Equity in earnings/(losses) in nonconsolidated subsidiaries		2,439
Stock-based compensation		(7,154	)
Pension plan expense		(5,874	)
Payment of deferred compensation		393
Changes in assets and liabilities, net of acquisitions		26,272
Delta plc EBITDA—January 1, 2010 - May 12, 2010		21,118
Other		392
EBITDA	$	264,710

        Our businesses are cyclical, but we have diversity in our markets, from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs. A significant portion of our cash balances are outside the United States. We have not made any provision for U.S. income taxes in our financial statements on approximately $388 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Therefore, if we need to repatriate foreign cash balances to the United States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations were undistributed earnings of our foreign subsidiaries.

FINANCIAL OBLIGATIONS AND FINANCIAL COMMITMENTS

        We have future financial obligations related to (1) payment of principal and interest on interest-bearing debt, (2) Delta pension plan contributions, (3) operating leases and (4) purchase obligations. These obligations at December 25, 2010 were as follows (in millions of dollars):

Contractual Obligations	Total		2011		2012 - 2013		2014 - 2015		After 2015
Long-term debt	$	468.8	$	0.2	$	8.6	$	150.5	$	309.5
Interest		226.2		30.4		60.7		45.0		90.1
Delta pension plan contributions		90.1		11.3		22.5		22.5		33.8
Operating leases		127.8		24.2		32.4		22.7		48.5
Unconditional purchase commitments		35.4		35.4		—		—		—
Total contractual cash obligations	$	948.3	$	101.5	$	124.2	$	240.7	$	481.9

        Long-term debt principally consisted of $150.0 million of senior subordinated notes and $300.0 million of senior unsecured notes. At December 25, 2010, we had $8.0 million of outstanding borrowings under our bank revolving credit agreement. We also had various other borrowing arrangements aggregating $10.8 million at December 25, 2010. Obligations under these agreements may accelerate in event of non-compliance with covenants. The Delta pension plan contributions are related to agreed-upon cash funding commitments to the plan with the plan's trustees, which are re-negotiated

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in conjunction with a triennial valuation. Operating leases relate mainly to various production and office facilities and are in the normal course of business.

        Unconditional purchase obligations relate to purchase orders for zinc, aluminum and steel, all of which we plan to use in 2011, and certain capital investments planned for 2011. We believe the quantities under contract are reasonable in light of normal fluctuations in business levels and we expect to use the commodities under contract during the contract period.

        At December 25, 2010, we had approximately $50.0 million of various long-term liabilities related to certain income tax, environmental and other matters. These items are not scheduled above because we are unable to make a reasonably reliable estimate as to the timing of any potential payments.

OFF BALANCE SHEET ARRANGEMENTS

        We have operating lease obligations to unaffiliated parties on leases of certain production and office facilities and equipment. These leases are in the normal course of business and generally contain no substantial obligations for us at the end of the lease contracts. We also have certain commercial commitments related to contingent events that could create a financial obligation for us. Our commitments at December 25, 2010 were as follows (in millions of dollars):

	Commitment Expiration Period
Other Commercial Commitments	Total Amounts Committed		2011		2012 - 2013		2014 - 2015		Thereafter
Standby Letters of Credit	$	1.0	$	1.0	$	—	$	—	$	—
Total commercial commitments	$	1.0	$	1.0	$	—	$	—	$	—

        The above commitment is a loan guarantee of a non-consolidated subsidiary in Argentina that is accompanied by a guarantee from the majority owner to us. We also maintain standby letters of credit for contract performance on certain sales contracts.

MARKET RISK

Changes in Prices

        Certain key materials we use are commodities traded in worldwide markets and are subject to fluctuations in price. The most significant materials are steel, aluminum, zinc and natural gas. Over the last several years, prices for these commodities have been volatile. The volatility in these prices was due to such factors as fluctuations in supply and demand conditions, government tariffs and the costs of steel-making inputs. We have also experienced volatility in natural gas prices in the past several years. Our main strategies in managing these risks are a combination of fixed price purchase contracts with our vendors to reduce the volatility in our purchase prices and sales price increases where possible. We use natural gas swap contracts on a limited basis to mitigate the impact of rising gas prices on our operating income.

Risk Management

        Market Risk—The principal market risks affecting us are exposure to interest rates, foreign currency exchange rates and natural gas. We normally do not use derivative financial instruments to hedge these exposures (except as described below), nor do we use derivatives for trading purposes.

        Interest Rates—Our interest-bearing debt at December 25, 2010 was mostly fixed rate debt. Our notes payable and a small portion of our long-term debt accrue interest at a variable rate. Assuming average interest rates and borrowings on variable rate debt, a hypothetical 10% change in interest rates would have impacted our would have impacted our interest expense in 2010 and 2009 by approximately

36

$0.1 million and $0.1 million, respectively. Likewise, we have excess cash balances on deposit in interest-bearing accounts in financial institutions. An increase or decrease in interest rates of 10% would have impacted our annual interest earnings in 2010 by approximately $0.5 million

        Foreign Exchange—Exposures to transactions denominated in a currency other than the entity's functional currency are not material, and therefore the potential exchange losses in future earnings, fair value and cash flows from these transactions are not material. From time to time, as market conditions indicate, we will enter into foreign currency contracts to manage the risks associated with forecasted transactions and balance sheet positions that are in currencies other than the functional currencies of our operations. Much of our cash in non-U.S. entities is denominated in foreign currencies, where fluctuations in exchange rates will impact our cash balances in U.S. dollar terms. A hypothetical 10% change in the value of the U.S. dollar would impact our reported cash balance by approximately $31.0 million in 2010 and $8.1 million in 2009.

        We manage our investment risk in foreign operations by borrowing in the functional currencies of the foreign entities where appropriate. The following table indicates the change in the recorded value of our most significant investments at year-end assuming a hypothetical 10% change in the value of the U.S. Dollar.

	2010		2009
	(in millions)
Australian dollar	$	22.0	$	1.0
Chinese renminbi		11.5		8.7
Euro		7.3		8.1
U.K. pound		4.6		2.2
Brazilian real		3.2		2.6

        Commodity risk—Natural gas is a significant commodity used in our factories, especially in our Coatings segment galvanizing operations, where natural gas is used to heat tanks that enable the hot-dipped galvanizing process. Natural gas prices are volatile and we mitigate some of this volatility through the use of derivative commodity instruments. Our current policy is to manage this commodity price risk for 0-50% of our U.S. natural gas requirements for the upcoming 6-12 months through the purchase of natural gas swaps based on NYMEX futures prices for delivery in the month being hedged. The objective of this policy is to mitigate the impact on our earnings of sudden, significant increases in the price of natural gas. At December 25, 2010, our open natural gas contracts were not significant.

CRITICAL ACCOUNTING POLICIES

        The following accounting policies involve judgments and estimates used in preparation of the consolidated financial statements. There is a substantial amount of management judgment used in preparing financial statements. We must make estimates on a number of items, such as provisions for bad debts, warranties, contingencies, impairments of long-lived assets, and inventory obsolescence. We base our estimates on our experience and on other assumptions that we believe are reasonable under the circumstances. Further, we re-evaluate our estimates from time to time and as circumstances change. Actual results may differ under different assumptions or conditions. The selection and application of our critical accounting policies are discussed annually with our audit committee.

Allowance for Doubtful Accounts

        In determining an allowance for accounts receivable that will not ultimately be collected in full, we consider:

•

age of the accounts receivable

•

customer credit history

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•

customer financial information

•

reasons for non-payment (product, service or billing issues).

        If our customers' financial condition was to deteriorate, resulting in an impaired ability to make payment, additional allowances may be required.

Warranties

        All of our businesses must meet certain product quality and performance criteria. We rely on historical product claims data to estimate the cost of product warranties at the time revenue is recognized. In determining the accrual for the estimated cost of warranty claims, we consider our experience with:

•

costs to correct the product problem in the field, including labor costs

•

costs for replacement parts

•

other direct costs associated with warranty claims

•

the number of product units subject to warranty claims

        In addition to known claims or warranty issues, we estimate future claims on recent sales. The key assumptions in our estimates are the rates we apply to those recent sales (which is based on historical claims experience) and our expected future warranty costs for products that are covered under warranty for an extended period of time. Our provision for various product warranties was approximately $12.0 million at December 25, 2010. If our estimate changed by 50%, the impact on operating income would be approximately $6.0 million. If our cost to repair a product or the number of products subject to warranty claims is greater than we estimated, then we would have to increase our accrued cost for warranty claims.

Inventories

        We use the last-in first-out (LIFO) method to determine the value approximately 30% of our inventory. The remaining 70% of our inventory is valued on a first-in first-out (FIFO) basis. In periods of rising costs to produce inventory, the LIFO method will result in lower profits than FIFO, because higher more recent costs are recorded to cost of goods sold than under the FIFO method. Conversely, in periods of falling costs to produce inventory, the LIFO method will result in higher profits than the FIFO method.

        In 2008 and 2010, we experienced higher costs to produce inventory than in the prior respective years, due mainly to higher cost for steel and steel-related products. This resulted in higher cost of goods sold (and lower operating income) in 2008 and 2010 of approximately $22.4 million and $3.0 million, respectively, than had our entire inventory been valued on the FIFO method. In 2009, prices decreased and operating income would have decreased by approximately $18.6 million than had our entire inventory been valued on the FIFO method.

        We write down slow-moving and obsolete inventory by the difference between the value of the inventory and our estimate of the reduced value based on potential future uses, the likelihood that overstocked inventory will be sold and the expected selling prices of the inventory. If our ability to realize value on slow-moving or obsolete inventory is less favorable than assumed, additional inventory write downs may be required.

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Depreciation, Amortization and Impairment of Long-Lived Assets

        Our long-lived assets consist primarily of property, plant and equipment, goodwill and intangible assets acquired in business acquisitions. We have assigned useful lives to our property, plant and equipment and certain intangible assets ranging from 3 to 40 years.

        We identified eight reporting units for purposes of evaluating goodwill and we annually evaluate our reporting units for goodwill impairment during the third fiscal quarter, which usually coincides with our strategic planning process. With respect to the Delta acquisition, we carried forward the fair value calculations of the acquired reporting units as of the May 12, 2010 acquisition date and did not test them for impairment in the third quarter of 2010, as no impairment indicators were present. We assess the value of our reporting units using after-tax cash flows from operations (less capital expenses) discounted to present value and as a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). The key assumptions in the discounted cash flow analysis are the discount rate and the annual free cash flow. We also use sensitivity analysis to determine the impact of changes in discount rates and cash flow forecasts on the valuation of the reporting units. As allowed for under current accounting standards, we rely on our previous valuations for the annual impairment testing provided that the following criteria for each reporting unit are met: (1) the assets and liabilities that make up the reporting unit have not changed significantly since the most recent fair value determination and (2) the most recent fair value determination resulted in an amount that exceeded the carrying amount of the reporting unit by a substantial margin.

        The valuation of most of our reporting units exceeded their respective carrying values by a substantial margin, except the North American Communication reporting unit, which has goodwill of $6.1 million and an excess of fair value over carrying value of $5.7 million. Accordingly, no further valuation of our reporting units was necessary. If our assumptions on discount rates and future cash flows change as a result of events or circumstances, and we believe these assets may have declined in value, then we may record impairment charges, resulting in lower profits. Our reporting units are all cyclical and their sales and profitability may fluctuate from year to year. In the evaluation of our reporting units, we look at the long-term prospects for the reporting unit and recognize that current performance may not be the best indicator of future prospects or value, which requires management judgment.

        Our indefinite-lived intangible assets consist of trade names. We assess the values of these assets apart from goodwill as part of the annual impairment testing. We use the relief-from-royalty method to evaluate our trade names, under which the value of a trade name is determined based on a royalty that could be charged to a third party for using the trade name in question. The royalty, which is based on a reasonable rate applied against forecasted sales, is tax-effected and discounted to present value. The most significant assumptions in this evaluation include estimated future sales, the royalty rate and the after-tax discount rate. For our evaluation purposes, the royalty rates used vary between 0.5% and 1.5% of sales and the after-tax discount rate of 13.1%, which we estimate to be the after-tax cost of capital for such assets. In 2009, impairment charges of $0.7 million were recorded in connection with our decision to discontinue the use of a trade name for sign structures. In the fourth quarter of 2010, we completed our evaluation of the PiRod trade name, by reviewing with management the valuation assumptions and future business plans associated with the trade name and concluded that the value of the trade name ($4.7 million) was not impaired.

Income Taxes

        We record valuation allowances to reduce our deferred tax assets to amounts that are more likely than not to be realized. We consider future taxable income expectations and tax-planning strategies in assessing the need for the valuation allowance. If we estimate a deferred tax asset is not likely to be fully realized in the future, a valuation allowance to decrease the amount of the deferred tax asset

39

would decrease net earnings in the period the determination was made. Likewise, if we subsequently determine that we are able to realize all or part of a net deferred tax asset in the future, an adjustment reducing the valuation allowance would increase net earnings in the period such determination was made. At December 25, 2010, we had approximately $210.8 million in deferred tax assets relating mainly to operating loss and tax credit carryforwards, with a valuation allowance of $208.1 million. In 2010, both the deferred tax assets as well as the valuation allowances increased significantly. This was due to the acquisition of Delta and did not have an impact on our income tax expense. At December 25, 2010, Delta had $173.2 million of deferred tax assets relating mainly to operating losses and $31.3 million of deferred tax assets associated with its defined benefit pension liability. Because the realization of these deferred tax assets is not likely at this time, we have established a valuation allowance of $204.5 million. Excluding the valuation allowances related to Delta, Valmont had an increase of 0.5 million in valuation allowances that increased our income tax expense during 2010. In 2009, we reduced our valuation allowances by net $4.1 million, resulting in a decrease in our income tax expense of approximately $1.5 million. This changes occurred because we determined that, based on facts and circumstances, the realization of these deferred tax assets was more likely than not. In 2009, the most significant decrease in our valuation allowances that affected our income tax expense related to the realization of operating loss carryforwards due to the strong performance of our Mexican utility support structures operation. If circumstances related to our deferred tax assets change in the future, we may be required to increase or decrease the valuation allowance on these assets, resulting in an increase or decrease in income tax expense and a reduction or increase in net income.

        We have not made any U.S. income tax provision in our financial statements for a certain amount of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. If circumstances change and we determine that we are not permanently invested, we would need to record an income tax expense on our financial statements for the resulting income tax that would be paid upon repatriation.

        We are subject to examination by taxing authorities in the various countries in which we operate. The tax years subject to examination vary by jurisdiction. We regularly consider the likelihood of additional income tax assessments in each of these taxing jurisdictions based on our experiences related to prior audits and our understanding of the facts and circumstances of the related tax issues. We include in current income tax expense any changes to accruals for potential tax deficiencies. If our judgments related to tax deficiencies differ from our actual experience, our income tax expense could increase or decrease in a given fiscal period.

Pension Benefits

        Delta Ltd. maintains a defined benefit pension plan for qualifying employees in the United Kingdom. Independent actuaries assist in properly measuring the liabilities and expenses associated with accounting for pension benefits to eligible employees. In order to use actuarial methods to value the liabilities and expenses, we must make several assumptions. The critical assumptions used to measure pension obligations and expenses are the discount rate and expected rate of return on pension assets.

        We evaluate our critical assumptions at least annually. Key assumptions are based on the following factors:

•

Discount rate is based on an annualized yield on the iBoxx over 15-year AA-rated bond index.

•

Expected return on plan assets is based on our asset allocation mix and our historical return, taking into consideration current and expected market conditions. Most of the assets in the pension plan are invested in corporate bonds, the expected return of which are estimated based on risk-free bonds ("gilts" in the U.K.), plus a risk premium of 75 to 125 basis points. The long-term expected returns on equities are based on historic performance over the long-term.

40

•

Inflation is based on the estimated change in the consumer price index ("CPI"). In the past, this assumption was normally based on changes in the retail price index ("RPI") and usually is higher than CPI. Recent changes in U.K. pension law allow the use of CPI in the calculation of pension benefits for deferred members and we incorporated this into our pension calculations at December 25, 2010. In the event that we are required to use RPI in our pension calculations, there would be an increase in the pension liability of approximately $18.5 million.

The following tables present the key assumptions used to measure pension expense for 2011 and the estimated impact on 2011 pension expense relative to a change in those assumptions:

Assumptions	Pension
Discount rate		5.50	%
Expected return on plan assets		5.40	%
Inflation		2.80	%

Assumptions In Millions of Dollars	Increase in Pension Expense
1.00% decrease in discount rate	$	0.9
1.00% decrease in expected return on plan assets	$	3.5
1.00% increase in inflation	$	4.5

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        The information required is included under the captioned paragraph, "Risk Management" on page 36 of this report.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below:

		Page
Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	43
	Consolidated Statements of Operations—Three-Year Period Ended December 25, 2010	44
	Consolidated Balance Sheets—December 25, 2010 and December 26, 2009	45
	Consolidated Statements of Cash Flows—Three-Year Period Ended December 25, 2010	46
	Consolidated Statements of Shareholders' Equity—Three-Year Period Ended December 25, 2010	47
	Notes to Consolidated Financial Statements—Three-Year Period Ended December 25, 2010	48 - 87

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Valmont Industries, Inc.
Omaha, Nebraska

        We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the "Company") as of December 25, 2010 and December 26, 2009, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three fiscal years in the period ended December 25, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Valmont Industries, Inc. and subsidiaries as of December 25, 2010 and December 26, 2009, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 25, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 25, 2010, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska
February 23, 2011

43

Valmont Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

		2010			2009			2008
Product sales		$	1,737,940		$	1,665,862		$	1,771,546
Services sales			237,565			120,739			135,732
	Net sales		1,975,505			1,786,601			1,907,278
Product cost of sales			1,290,446			1,177,427			1,314,272
Services cost of sales			165,485			77,160			82,522
	Total cost of sales		1,455,931			1,254,587			1,396,794
	Gross profit		519,574			532,014			510,484
Selling, general and administrative expenses			341,161			294,020			281,893
	Operating income		178,413			237,994			228,591
Other income (expenses):
	Interest expense		(30,947	)		(15,760	)		(18,267	)
	Interest income		4,840			1,510			2,323
	Other		676			2,340			(7,128	)
			(25,431	)		(11,910	)		(23,072	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries			152,982			226,084			205,519
Income tax expense (benefit):
	Current		49,991			65,519			74,715
	Deferred		5,017			7,375			(4,502	)
			55,008			72,894			70,213
Earnings before equity in earnings of nonconsolidated subsidiaries			97,974			153,190			135,306
Equity in earnings of nonconsolidated subsidiaries			2,439			751			914
	Net earnings		100,413			153,941			136,220
Less: Earnings attributable to noncontrolling interests			(6,034	)		(3,379	)		(3,823	)
	Net earnings attributable to Valmont Industries, Inc.	$	94,379		$	150,562		$	132,397
Earnings per share:
	Basic	$	3.62		$	5.80		$	5.13
	Diluted	$	3.57		$	5.73		$	5.04
Cash dividends per share		$	0.645		$	0.580		$	0.495

See accompanying notes to consolidated financial statements.

44

Valmont Industries, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 25, 2010 and December 26, 2009

(Dollars in thousands, except per share amounts)

			2010			2009
ASSETS
Current assets:
	Cash and cash equivalents		$	346,904		$	180,786
	Receivables, less allowance for doubtful receivables of $8,406 in 2010 and $5,905 in 2009			410,566			259,521
	Inventories			280,223			210,611
	Prepaid expenses			23,806			22,143
	Refundable and deferred income taxes			32,727			42,361
		Total current assets		1,094,226			715,422
Property, plant and equipment, at cost				865,287			675,446
	Less accumulated depreciation and amortization			425,678			392,358
		Net property, plant and equipment		439,609			283,088
Goodwill				314,847			178,320
Other intangible assets				185,535			96,378
Other assets				56,526			28,961
		Total assets	$	2,090,743		$	1,302,169
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	238		$	231
	Notes payable to banks			8,824			11,900
	Accounts payable			179,814			118,210
	Accrued employee compensation and benefits			75,981			66,611
	Accrued expenses			77,705			55,921
	Dividends payable			4,352			3,944
		Total current liabilities		346,914			256,817
Deferred income taxes				89,922			49,281
Long-term debt, excluding current installments				468,596			160,251
Defined benefit pension liability				104,171			—
Deferred compensation				23,300			20,503
Other noncurrent liabilities				47,713			7,010
Commitments and contingencies
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
	Additional paid-in capital			—			—
	Retained earnings			850,269			767,398
	Accumulated other comprehensive income (loss)			63,645			16,953
	Cost of common shares in treasury 1,525,661 shares in 2010 (1,602,860 shares in 2009)			(25,922	)		(25,990	)
		Total Valmont Industries, Inc. shareholders' equity		915,892			786,261
Noncontrolling interest in consolidated subsidiaries				94,235			22,046
		Total shareholders' equity		1,010,127			808,307
		Total liabilities and shareholders' equity	$	2,090,743		$	1,302,169

See accompanying notes to consolidated financial statements.

45

Valmont Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three-year period ended December 25, 2010

(Dollars in thousands)

					2010			2009			2008
Cash flows from operations:
	Net earnings				$	100,413		$	153,941		$	136,220
	Adjustments to reconcile net earnings to net cash flows from operations:
		Depreciation and amortization				59,663			44,748			39,597
		Stock-based compensation				7,154			6,586			4,736
		Pension plan expense				5,874			—			—
		Loss (gain) on sale of property, plant and equipment				3,203			1,182			(303	)
		Equity in earnings in nonconsolidated subsidiaries				(2,439	)		(751	)		(914	)
		Deferred income taxes				5,017			7,375			(4,502	)
		Other				—			(238	)		2,867
		Changes in assets and liabilities (net of the effect from acquisitions):
			Receivables			(51,793	)		74,182			(59,587	)
			Inventories			22,321			107,245			(83,408	)
			Prepaid expenses			4,365			(7,268	)		3,944
			Accounts payable			(872	)		(19,718	)		9,989
			Accrued expenses			(7,542	)		(3,020	)		8,424
			Other noncurrent liabilities			(598	)		(700	)		(1,083	)
			Income taxes payable/refundable			7,847			(13,777	)		(2,145	)
		Payment of deferred compensation				(393	)		(267	)		(1,260	)
				Net cash flows from operating activities		152,220			349,520			52,575
Cash flows from investing activities:
	Purchase of property, plant and equipment					(36,092	)		(44,129	)		(50,879	)
	Acquisitions (net of cash acquired of $198,810 in fiscal 2010)					(249,057	)		—			(146,713	)
	Proceeds from sale of assets					11,387			1,331			3,829
	Dividends from nonconsolidated subsidiaries					10,125			—			—
	Other, net					924			(797	)		(314	)
				Net cash flows from investing activities		(262,713	)		(43,595	)		(194,077	)
Cash flows from financing activities:
	Net borrowings under short-term agreements					(3,075	)		(7,652	)		1,712
	Proceeds from long-term borrowings					491,680			10,001			188,893
	Principal payments on long-term obligations					(183,285	)		(187,969	)		(75,474	)
	Dividends paid					(16,588	)		(14,695	)		(12,251	)
	Dividends to noncontrolling interest					(13,071	)		(956	)		(538	)
	Retirement of Delta plc preference shares					(4,467	)		—			—
	Debt issuance fees					(3,858	)		—			—
	Proceeds from exercises under stock plans					4,464			4,942			7,519
	Excess tax benefits from stock option exercises					2,021			2,665			7,385
	Sale/(purchase) of treasury shares					(876	)		(669	)		11
	Purchase of common treasury shares—stock plan exercises					(3,260	)		(4,067	)		(8,504	)
				Net cash flows from financing activities		269,685			(198,400	)		108,753
Effect of exchange rate changes on cash and cash equivalents						6,926			4,694			(5,216	)
Net change in cash and cash equivalents						166,118			112,219			(37,965	)
Cash and cash equivalents—beginning of year						180,786			68,567			106,532
Cash and cash equivalents—end of year					$	346,904		$	180,786		$	68,567

See accompanying notes to consolidated financial statements.

46

Valmont Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three-year period ended December 25, 2010

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

			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			—		—			132,397			—			—			3,823			136,220
	Currency translation adjustment			—		—			—			(17,529	)		—			3,187			(14,342	)
		Total comprehensive income		—		—			—			—			—			—			121,878
Cash dividends ($0.495 per share)				—		—			(12,929	)		—			—			(538	)		(13,467	)
Sale of 147 treasury shares				—		—			—			—			11			—			11
Purchase of treasury shares:
Stock plan exercises; 47,779 shares				—		—			—			—			(8,504	)		—			(8,504	)
Stock options exercised; 296,919 shares issued				—		(12,586	)		8,398			—			11,674			—			7,486
Tax benefit from exercise of stock options				—		7,385			—			—						—			7,385
Stock option expense				—		2,636			—			—						—			2,636
Stock awards; 11,030 shares issued				—		2,565			—			—						—			2,565
Balance at December 27, 2008				27,900		—			624,254			(533	)		(27,490	)		16,845			640,976
Comprehensive income:
	Net earnings			—		—			150,562			—			—			3,379			153,941
	Currency translation adjustment			—		—			—			17,486			—			2,778			20,264
		Total comprehensive income		—		—			—			—			—			—			174,205
Cash dividends ($0.580 per share)				—		—			(15,237	)		—			—			(956	)		(16,193	)
Purchase of 8,943 treasury shares				—		—			—			—			(669	)		—			(669	)
Stock plan exercises;112,901 shares acquired				—		—			—			—			(4,067	)		—			(4,067	)
Stock options exercised; 186,120 shares issued				—		(8,678	)		7,819			—			5,800			—			4,941
Tax benefit from exercise of stock option				—		2,665			—			—						—			2,665
Stock option expense				—		4,046			—			—						—			4,046
Stock awards; no shares issued				—		1,967			—			—			436			—			2,403
Balance at December 26, 2009				27,900		—			767,398			16,953			(25,990	)		22,046			808,307
Comprehensive income:
	Net earnings			—		—			94,379			—			—			6,034			100,413
	Actuarial gains in pension plan			—		—			—			28,952			—			—			28,952
	Currency translation adjustment			—		—			—			17,740			—			3,008			20,748
		Total comprehensive income		—		—			—			—			—			—			150,113
Cash dividends ($0.645per share)				—		—			(16,992	)		—			—			—			(16,992	)
Acquisition of Delta plc				—		—			—			—			—			79,529			79,529
Dividends to noncontrolling interests				—		—			—			—			—			(13,071	)		(13,071	)
Purchase of noncontrolling interest				—		(3,754	)		—			—			—			(3,311	)		(7,065	)
Purchase of 12,351 treasury shares				—		—			—			—			(876	)		—			(876	)
Stock plan exercises;109,711 shares acquired				—		—			—			—			(3,260	)		—			(3,260	)
Stock options exercised; 43,104 shares issued				—		(4,574	)		5,484			—			3,554			—			4,464
Tax benefit from exercise of stock option				—		2,021			—			—			—			—			2,021
Stock option expense				—		4,944			—			—			—			—			4,944
Stock awards; 9,088 issued				—		1,363			—			—			650			—			2,013
Balance at December 25, 2010			$	27,900		—		$	850,269		$	63,645		$	(25,922	)	$	94,235		$	1,010,127

See accompanying notes to consolidated financial statements.

47

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

        The consolidated financial statements include the accounts of Valmont Industries, Inc. and its wholly and majority-owned subsidiaries (the Company). Investments in 20% to 50% owned affiliates are accounted for by the equity method and investments in less than 20% owned affiliates are accounted for by the cost method. All significant intercompany items have been eliminated.

Cash overdrafts

        Cash book overdrafts totaling $11,952 and $10,770 were classified as accounts payable at December 25, 2010 and December 26, 2009, respectively. The Company's policy is to report the change in book overdrafts as an operating activity in the Consolidated Statements of Cash Flows.

Operating Segments

        The Company aggregates its operating segments into four reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. Reportable segments are as follows:

        ENGINEERED INFRASTRUCTURE PRODUCTS (formerly known as Engineered Support Structures): This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, roadway safety and access systems applications;

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

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

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

        In addition to these four reportable segments, there are other businesses and activities that individually are not more than 10% of consolidated sales. These operations include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners. These operations collectively are reported in the "Other" category.

        In the fourth quarter of 2010, the Company reorganized its segment reporting structure to reflect the management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in the reportable segment structure:

•

Engineered Infrastructure Products segment includes Delta's lighting, communication, access systems and roadway safety products;

•

Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;

48

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

•

Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;

•

Delta's management administration expenses are included in "Net corporate expense".

        As these changes only affect the 2010 financial statements, no reclassification to our 2008 and 2009 presentation was necessary.

Fiscal Year

        The Company operates on a 52 or 53 week fiscal year with each year ending on the last Saturday in December. Accordingly, the Company's fiscal years ended December 25, 2010, December 26, 2009 and December 27, 2008 consisted of 52 weeks.

Long-Lived Assets

        Property, plant and equipment are recorded at historical cost. The Company generally uses the straight-line method in computing depreciation and amortization for financial reporting purposes and accelerated methods for income tax purposes. The annual provisions for depreciation and amortization have been computed principally in accordance with the following ranges of asset lives: buildings and improvements 15 to 40 years, machinery and equipment 3 to 12 years, transportation equipment 3 to 24 years, office furniture and equipment 3 to 7 years and intangible assets 5 to 20 years.

        An impairment loss is recognized if the carrying amount of an asset may not be recoverable and exceeds estimated future undiscounted cash flows of the asset. A recognized impairment loss reduces the carrying amount of the asset to its fair value.

        The Company evaluates its reporting units for impairment of goodwill during the third fiscal quarter of each year. Reporting units are evaluated using after-tax operating cash flows (less capital expenditures) discounted to present value. Indefinite-lived intangible assets are assessed separately from goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the underlying assumptions related to the valuation of a reporting unit's goodwill or an indefinite-lived intangible asset change materially before the annual impairment testing, the reporting unit or asset is evaluated for potential impairment. In these evaluations, management considers not only recent operating performance, expected future performance, industry conditions and other indicators of potential impairment.

Income Taxes

        The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date.

49

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 December 25, 2010 and December 26, 2009:

	December 25, 2010		December 26, 2009
Foreign currency translation adjustment	$	34,693	$	16,953
Actuarial gain in defined benefit pension plan		28,952		—
Balance, end of period	$	63,645	$	16,953

Revenue Recognition

        Revenue is recognized upon shipment of the product or delivery of the service to the customer, which coincides with passage of title and risk of loss to the customer. Customer acceptance provisions exist only in the design stage of our products. Acceptance of the design by the customer is required before the product is manufactured and delivered to the customer. We are not entitled to any compensation solely based on design of the product and we do not recognize any revenue associated with the design stage. No general rights of return exist for customers once the product has been delivered. Shipping and handling costs associated with sales are recorded as cost of goods sold. Sales discounts and rebates are estimated based on past experience and are recorded as a reduction of net sales in the period in which the sale is recognized. Service revenues predominantly consist of coatings services provided by our Coatings segment to its customers.

Use of Estimates

        Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

Equity Method Investments

        The Company has equity method investments in non-consolidated subsidiaries which are recorded within other assets. In fiscal 2010, the Company received dividends of approximately $10.1 million from non-consolidated subsidiaries, which reduced the investments in these non-consolidated subsidiaries.

Subsequent Events

        The Company has evaluated all subsequent events requiring recognition as of December 25, 2010 and did not identify any subsequent events that require disclosure.

50

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(2) ACQUISITION

        On March 10, 2010, the Company commenced a cash offer for all of the issued and to be issued ordinary share capital of Delta, plc. ("Delta") a public limited company incorporated in Great Britain, and listed on the London Stock Exchange (LSE: DLTA). The acquisition was completed on May 12, 2010. The price paid per share was 185 pence in cash for each Delta share, or £284,463, or $436,736 based on the contracted average exchange rate of $1.5353 / £. Delta has manufacturing operations employing over 2,500 people in Australia, Asia, South Africa and the United States. Delta's businesses include engineered steel products, galvanizing services and manganese materials. The Company financed the acquisition with the net proceeds from an April 2010 sale of $300 million of senior notes at an interest rate of 6.625% per annum, cash balances of $83 million and borrowings under the Company's revolving credit agreement. The factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the acquisition of Delta were to (i) increase the Company's business presence in the Asia Pacific region, (ii) add to its current business activities in the galvanizing and support structures product lines, and (iii) provide growth opportunities in businesses that are not directly related to the Company's current product offerings.

        The Company incurred $15.3 million of expenses (reported as "Selling, general and administrative expenses") in the fiscal year ended December 25, 2010 related to the Delta acquisition. These expenses included amounts paid for investment banking fees, due diligence costs and other direct expenses related to the purchase of the Delta shares. From a segment reporting standpoint, these expenses were reported as part of "Net corporate expense".

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

		At May 12, 2010
Current assets		$	403,780
Property, plant and equipment			162,435
Other long-term assets			28,136
Intangible assets			100,716
Goodwill			135,296
	Total fair value of assets acquired	$	830,363
Current liabilities			102,252
Defined benefit pension liability			127,937
Deferred income taxes			40,221
Other non-current liabilities			43,688
Non-controlling interests			79,529
	Total fair value of liabilities assumed and non-controlling interests		393,627
	Net assets acquired	$	436,736

51

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(2) ACQUISITION (Continued)

        The goodwill associated with the acquisition was allocated to the Company's reportable segments as follows:

Engineered Infrastructure Products	$	95,843
Coatings		20,906
Other		18,547
Total goodwill	$	135,296

        Delta disposed of the shares of its subsidiary UPC Holdings, Inc. in December 2000 for approximately $100 million. The buyer caused UPC Holdings to dispose of its assets in January 2001. The IRS in 2005 established that the buyer had a tax liability on the asset sale of $47 million (exclusive of penalties and interest). During 2009-2010, the Internal Revenue Service issued summons requesting documentation related to the UPC Holdings transactions. The summons state that they were issued in connection with UPC's unsatisfied tax liability and Delta's potential transferee liability. Documents have been provided to the IRS in response to the summons. Based on an evaluation of this matter at the May 12, 2010 date of acquisition, the Company established a provision in the amount of $20 million to address certain legal and factual uncertainties, which amount is included in "Other non-current liabilities".

        Based on the results of an independent valuation, the Company allocated $100,716 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Delta acquired intangible assets and the respective weighted-average amortization periods:

	Amount		Weighted Average Amortization Period (Years)
Trade Names	$	36,540	Indefinite
Customer Relationships		58,188	12.0
Proprietary Technology		5,988	5.0
	$	100,716

        The Company's Consolidated Statements of Operations for the fiscal year ended December 25, 2010 included net sales of $348,846 and net earnings of $18,179 resulting from Delta's operations from May 12, 2010 until December 25, 2010.

52

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(2) ACQUISITION (Continued)

        The Company's pro forma results of operations for the fiscal years ended December 26, 2009 and December 25, 2010, assuming that the acquisition occurred at the beginning of each year was as follows:

	Fifty-two weeks Ended December 26, 2009		Fifty-two Weeks Ended December 25, 2010
Net sales	$	2,307,949	$	2,167,923
Net earnings		165,863		99,614
Earnings per share—diluted	$	6.31	$	3.77

(3) CASH FLOW SUPPLEMENTARY INFORMATION

        The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) were as follows:

	2010		2009		2008
Interest	$	26,268	$	16,661	$	18,099
Income taxes		38,106		77,084		69,509

(4) INVENTORIES

        Approximately 32% and approximately 47% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of December 25, 2010 and December 26, 2009, respectively. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value is approximately $42,500 and $39,500 at December 25, 2010 and December 26, 2009, respectively.

        Inventories consisted of the following:

	2010		2009
Raw materials and purchased parts	$	133,380	$	112,911
Work-in-process		25,891		20,217
Finished goods and manufactured goods		163,511		117,032
Subtotal		322,782		250,160
Less: LIFO reserve		42,559		39,549
	$	280,223	$	210,611

53

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(4) INVENTORIES (Continued)

        In 2010 and 2009, the Company reduced its LIFO 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 $1,509 and $5,503 for the fiscal years ended December 25, 2010 and December 26, 2009, respectively.

(5) PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment, at cost, consist of the following:

	2010		2009
Land and improvements	$	59,965	$	31,499
Buildings and improvements		219.890		168,022
Machinery and equipment		467,466		367,465
Transportation equipment		30,156		29,018
Office furniture and equipment		70,867		65,713
Construction in progress		16,943		13,729
	$	865,287	$	675,446

        The Company leases certain facilities, machinery, computer equipment and transportation equipment under operating leases with unexpired terms ranging from one to fifteen years. Rental expense for operating leases amounted to $15,652, $16,293, and $14,780 for fiscal 2010, 2009, and 2008, respectively.

        Minimum lease payments under operating leases expiring subsequent to December 25, 2010 are:

Fiscal year ending
	2011	$	24,227
	2012		18,906
	2013		13,524
	2014		11,933
	2015		10,801
Subsequent			48,450
Total minimum lease payments		$	127,841

54

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(6) GOODWILL AND INTANGIBLE ASSETS

        The Company's annual impairment testing of goodwill and other intangible assets was performed during the third quarter of 2010. As a result of that testing, the Company determined that its goodwill and intangible assets were not impaired, although the fair value of the North American Communication reporting unit, which has approximately $6.1 million of goodwill, was not substantially higher than carrying value. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment prior to the annual test.

Amortized Intangible Assets

        The components of amortized intangible assets at December 25, 2010 and December 26, 2009 were as follows:

	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

	As of December 26, 2009
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	97,289	$	27,559	14 years
Proprietary Software & Database		2,627		2,434	6 years
Patents & Proprietary Technology		3,466		1,257	13 years
Non-compete Agreements		1,704		823	6 years
	$	105,086	$	32,073

55

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(6) GOODWILL AND INTANGIBLE ASSETS (Continued)

        Amortization expense for intangible assets was $11,873, $8,953, and $6,514 for the fiscal years ended December 25, 2010, December 26, 2009 and December 27, 2008, respectively. Estimated annual amortization expense related to finite-lived intangible assets is as follows:

	Estimated Amortization Expense
2011	$	13,974
2012		13,887
2013		12,990
2014		12,570
2015		11,721

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

Non-amortized intangible assets

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at December 25, 2010 and December 26, 2009 were as follows:

	December 25, 20010		December 26, 2009		Year Acquired
Webforge	$	16,478	$	—		2010
Newmark		11,111		11,111		2004
Ingal EPS/Ingal Civil Products		8,795		—		2010
Donhad		6,635		—		2010
PiRod		4,750		4,750		2001
Industrial Galvanizers		4,632		—		2010
Other		7,591		7,504
	$	59,992	$	23,365

        The Company's trade names were tested for impairment separately from goodwill in the third quarter of 2010. The evaluation of the PiRod trade name was completed in the fourth quarter of 2010. The values of the trade names were determined using the relief-from-royalty method. Based on this evaluation, the Company determined that its trade names were not impaired in fiscal 2010.

        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.

56

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(6) GOODWILL AND INTANGIBLE ASSETS (Continued)

Goodwill

        The carrying amount of goodwill by segment as of December 25, 2010 was as follows:

	Engineered Infrastructure Products Segment		Utility Support Structures Segment		Coatings Segment		Irrigation Segment		Other		Total
Balance December 26, 2009	$	55,338	$	77,141	$	43,777	$	2,064	$	—	$	178,320
Acquisition		95,843		—		20,906		—		18,547		135,296
Foreign currency translation		881		—		185		—		165		1,231
Balance December 25, 2010	$	152,062	$	77,141	$	64,868	$	2,064	$	18,712	$	314,847

        The Company examined the goodwill assigned to its reporting units in the third quarter of 2010 and determined that the goodwill on its consolidated balance sheet at December 25, 2010 was not impaired. The goodwill from acquisitions arose from the acquisition of Delta plc in May 2010.

        The carrying amount of goodwill by segment as of December 26, 2009 was as follows:

	Engineered Infrastructure Products Segment			Utility Support Structures Segment		Coatings Segment		Irrigation Segment		Total
Balance December 27, 2008	$	52,324		$	77,141	$	43,777	$	2,049	$	175,291
Impairment		(395	)		—		—		—		(395	)
Purchase accounting adjustment		216			—		—		15		231
Foreign currency translation		3,193			—		—		—		3,193
Balance December 26, 2009	$	55,338		$	77,141	$	43,777	$	2,064	$	178,320

        The impairment related to the Company's sign structure operations. The purchase accounting adjustment mainly related to the net of changes in goodwill associated with the completion of the Stainton purchase price allocation in 2009 and the additional goodwill recognized from the contingent consideration of associated with the Stainton acquisition.

(7) BANK CREDIT ARRANGEMENTS

        The Company maintains various lines of credit for short-term borrowings totaling $51,813. As of December 25, 2010, $5,493 was outstanding. The interest rates charged on these lines of credit vary in relation to the banks' costs of funds. The unused borrowings under the lines of credit were $46,320 at December 25, 2010. The lines of credit can be modified at any time at the option of the banks. The Company pays no fees in connection with these lines of credit. In addition to the lines of credit, the Company also maintains other short-term bank loans. The weighted average interest rate on short-term borrowings was 3.38% at December 25, 2010, and 2.38% at December 26, 2009. Other notes payable of $3,331 were outstanding at December 25, 2010.

57

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(8) INCOME TAXES

        Income tax expense (benefit) consists of:

		2010			2009			2008
Current:
	Federal	$	21,900		$	43,497		$	48,984
	State		3,527			5,681			5,134
	Foreign		23,919			16,618			20,064
			49,346			65,796			74,182
Non-current:			645			(277	)		533
Deferred:
	Federal		5,258		$	8,146		$	(2,913	)
	State		686			1,092			(249	)
	Foreign		(927	)		(1,863	)		(1,340	)
			5,017			7,375			(4,502	)
			55,008		$	72,894		$	70,213

        The reconciliations of the statutory federal income tax rate and the effective tax rate follows:

	2010			2009			2008
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		1.8			2.5			2.5
Carryforwards, credits and changes in valuation allowances		(0.2	)		(0.9	)		0.6
Foreign tax rate differences		(3.4	)		(3.1	)		(2.9	)
Changes in unrecognized tax benefits		0.4			(0.1	)		0.3
Non-deductible acquisition costs—Delta		2.3			—			—
Other		0.1			(1.2	)		(1.3	)
		36.0	%		32.2	%		34.2	%

        Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

58

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(8) INCOME TAXES (Continued)

purposes, and (b) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company's net deferred income tax liabilities are as follows:

			2010			2009
Deferred income tax assets:
	Accrued expenses and allowances		$	14,790		$	11,117
	Accrued insurance			1,481			1,686
	Tax credit and net operating loss carryforwards			174,283			6,772
	Defined benefit pension liability			31,251			—
	Inventory allowances			3,360			2,799
	Accrued warranty			3,613			4,987
	Deferred compensation			30,076			19,114
	Nonconsolidated subsidiaries			0			1,492
		Gross deferred income tax assets		258,854			47,967
	Valuation allowance			(208,130	)		(4,529	)
		Net deferred income tax assets		50,724			43,438
Deferred income tax liabilities:
	Property, plant and equipment			43,713			28,248
	Intangible assets			62,281			28,100
	Other liabilities			4,514			4,902
		Total deferred income tax liabilities		110,508			61,250
		Net deferred income tax liabilities	$	59,784		$	17,812

        Uncertain tax positions included in other non-current liabilities are evaluated in a two-step process, whereby (1) the Company determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority.

59

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(8) INCOME TAXES (Continued)

        The following summarizes the activity related to our unrecognized tax benefits in 2010, 2009 and 2008, in thousands:

	2010			2009			2008
Gross Unrecognized Tax Benefits—beginning of year	$	2,175		$	2,369		$	1,848
Gross increases—tax positions in prior period		77			71			234
Gross decreases—tax positions in prior period		(44	)		(157	)		(34	)
Gross increases—current-period tax positions		500			486			842
Gross increases—acquisitions		3,000			—			—
Lapse of statute of limitations		—			(594	)		(521	)
Gross Unrecognized Tax Benefits—end of year	$	5,708		$	2,175		$	2,369

        There are approximately $782 of uncertain tax positions for which reversal is reasonably possible during the next 12 months due to the closing of the statute of limitation. The nature of these uncertain tax positions is generally the computation of a tax deduction or tax credit. In the third quarter of 2009, the Company recorded a reduction of its gross unrecognized tax benefit of $594, with $386 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the United States. In the second quarter of 2010, an additional $3,000 of uncertain tax positions were recorded in connection with the acquisition of Delta and did not impact current tax expense. In addition to these amounts, there was an aggregate of $421 and $257 of interest and penalties at December 25, 2010 and December 26, 2009, respectively. The Company's policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Operations.

        The Company files income tax returns in the U.S. and various states as well as foreign jurisdictions. Tax years 2007 and forward remain open under U.S. statutes of limitation. Generally, tax years 2006 and forward remain open under state statutes of limitation. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $5,504 and $1,978 at December 25, 2010 and December 26, 2009, respectively.

        At December 25, 2010 and December 26, 2009, net deferred tax assets of $30,138 and $31,469, respectively, were included in refundable and deferred income taxes ($29,206 at December 25, 2010 and $29,619 at December 26, 2009) and other assets ($932 at December 25, 2010 and $1,850 at December 26, 2009). At December 25, 2010 and December 26, 2009, net deferred tax liabilities of $89,922 and $49,281, respectively, are included in deferred income taxes.

        During 2010, the gross deferred income tax assets and valuation allowances increased significantly. These increases were a result of the acquisition of Delta. At December 25, 2010, Delta has $173.2 million in deferred tax assets relating mainly to operating loss and tax credit carryforwards and $31.3 million for its defined benefit pension obligation. Because the realization of these deferred tax assets is not more likely than not at this time, we have established a valuation allowance of $204.5 million.

        At December 25, 2010 and at December 26, 2009, management of the Company reviewed recent operating results and projected future operating results. The Company's belief that realization of its net

60

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(8) INCOME TAXES (Continued)

deferred tax assets is more likely than not is based on, among other factors, changes in operations that have occurred in recent years and available tax planning strategies. Valuation allowances have been established for certain operating losses that reduce deferred tax assets to an amount that will, more likely than not, be realized. The deferred tax assets at December 25, 2010 that are associated with tax loss and tax credit carryforwards not reduced by valuation allowances expire in periods starting 2011 through 2027. The currency translation adjustments in "Accumulated other comprehensive income (loss)" are not adjusted for income taxes as they relate to indefinite investments in non-US subsidiaries.

        On October 1, 2007, the Mexican government enacted certain major changes in its tax law. Among the tax changes is the addition of a new tax, the Impuesto Empresarial a Taxa Unica (IETU), to replace the corporate asset tax system. The IETU is effective January 1, 2008. Due to the provisions included in the IETU tax, the Company determined that it was not likely to realize the benefits for a portion of its deferred tax assets related to net operating loss and asset tax carryforwards. As a result, the Company recorded a $2,266 valuation allowance on its deferred tax assets in the fourth quarter of 2007. During the course of 2009 the entire net operating loss was used and, accordingly, the company removed all valuation allowances on the related deferred tax assets.

        Provision has not been made for United States income taxes on a portion of the undistributed earnings of the Company's foreign subsidiaries (approximately $388 million at December 25, 2010 and $152 million at December 26, 2009, respectively) because the Company intends to reinvest those earnings. Such earnings would become taxable upon the sale or liquidation of these foreign subsidiaries or upon remittance of dividends.

(9) LONG-TERM DEBT

		December 25, 2010		December 26, 2009
6.625% Senior Unsecured Notes(a)		$	300,000	$	—
6.875% Senior Subordinated Notes(b)			150,000		150,000
Revolving credit agreement(c)			8,000		—
IDR Bonds(d)			8,500		8,500
1.75% to 3.485% notes			2,334		1,982
	Total long-term debt		468,834		160,482
Less current installments of long-term debt			238		231
	Long-term debt, excluding current installments	$	468,596	$	160,251

(a)

The $300 million of senior unsecured notes bear interest at 6.625% per annum and are due in April 2020. These notes may be repurchased at specified prepayment premiums. These notes and the senior subordinated notes are guaranteed by certain subsidiaries of the Company.

61

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(9) LONG-TERM DEBT (Continued)

(b)

The $150 million of senior subordinated notes bear interest at 6.875% per annum and are due in May 2014. All or part of the notes may be repurchased at the following redemption prices (stated as a percentage of face value):

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

(c)

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

(i)

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

(ii)

the higher of

•

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

•

LIBOR (based on a 1 week interest period) plus 125 to 200 basis points (inclusive of facility fees), depending on the Company's ratio of debt to EBITDA

At December 25, 2010, the Company had $8,000 in outstanding borrowings under the revolving credit agreement, at an annual interest rate of 1.47%, not including facility fees. The revolving credit agreement has a termination date of October 16, 2013 and contains certain financial covenants that may limit additional borrowing capability under the agreement. At December 25, 2010, the Company had the ability to borrow an additional $254,595 under this facility.

(d)

The Industrial Development Revenue Bonds were issued to finance the construction of a manufacturing facility in Jasper, Tennessee. Variable interest is payable until final maturity June 1, 2025. The effective interest rates at December 25, 2010 and December 26, 2009 were 0.50% and 0.52%, respectively.

        The lending agreements include certain maintenance covenants, including financial leverage and interest coverage. The Company was in compliance with all debt covenants at December 25, 2010.

        The minimum aggregate maturities of long-term debt for each of the four years following 2011 are: $334, $8,256, $150,262 and $275.

62

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(10) STOCK-BASED COMPENSATION

        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 December 25, 2010,855,683 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. The Company's policy is to issue shares upon exercise of stock options from treasury shares held by the Company.

        Under the stock option 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 recorded $4,893, $4,046 and $2,636 of compensation expense (included in selling, general and administrative expenses) in the 2010, 2009 and 2008 fiscal years, respectively. The associated tax benefits recorded in the 2010, 2009 and 2008 fiscal years was $1,859, $1,558 and $1,015, respectively.

        At December 25, 2010, the amount of unrecognized stock option compensation cost, to be recognized over a weighted average period of 2.35 years, was approximately $10,772.

        The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made in 2010, 2009 and 2008 was estimated using the following assumptions:

	2010			2009			2008
Expected volatility		31.8	%		31.8	%		31.5	%
Risk-free interest rate		1.62	%		2.26	%		1.54	%
Expected life from vesting date		3.0 yrs			3.0 yrs			3.0 yrs.
Dividend yield		0.81	%		0.66	%		0.65	%

        Following is a summary of the activity of the stock plans during 2008, 2009 and 2010:

	Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 29, 2007		1,074,440		$	39.76
Granted		342,150			58.69
Exercised		(296,919	)		(25.18	)
Forfeited		(6,894	)		(57.75	)
Outstanding at December 27, 2008		1,112,777		$	49.36			5.29	$	15,150
Options vested or expected to vest at December 27, 2008		1,072,330		$	48.75			6.09		15,139
Options exercisable at December 27, 2008		596,610		$	35.50			4.18		14,989

63

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(10) STOCK-BASED COMPENSATION (Continued)

        The weighted average per share fair value of options granted during 2008 was $16.37.

	Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 27, 2008		1,112,777		$	49.36
Granted		242,707			78.65
Exercised		(186,120	)		(26.28	)
Forfeited		(43,053	)		(64.84	)
Outstanding at December 26, 2009		1,126,311		$	59.06			5.12	$	26,454
Options vested or expected to vest at December 26, 2009		1,085,735		$	58.60			5.07		25,998
Options exercisable at December 26, 2009		581,145		$	47.76			4.02		20,229

        The weighted average per share fair value of options granted during 2009 was $22.97.

	Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 26, 2009		1,126,311		$	59.06
Granted		229,703			85.12
Exercised		(109,711	)		(32.09	)
Forfeited		(23,409	)		(71.11	)
Outstanding at December 25, 2010		1,222,894		$	66.22			4.86	$	25,703
Options vested or expected to vest at December 25, 2010		1,187,408		$	65.84			4.81		25,401
Options exercisable at December 25, 2010		708,014		$	58.05			3.91		20,614

        The weighted average per share fair value of options granted during 2010 was $23.69.

64

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(10) STOCK-BASED COMPENSATION (Continued)

        Following is a summary of the status of stock options outstanding at December 25, 2010:

Outstanding and Exercisable By Price Range
Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number		Weighted Average Exercise Price
$13.91 - 21.88		74,682	1.87 years	$	18.46		74,682	$	18.46
23.46 - 40.21		102,305	3.16 years		28.57		100,105		28.32
53.01 - 80.83		639,515	4.95 years		65.20		372,238		61.58
82.81 - 99.13		406,392	5.68 years		86.08		160,989		86.72
		1,222,894					708,014

        In accordance with shareholder-approved plans, the Company grants stock under various stock-based compensation arrangements, including non-vested stock and stock issued in lieu of cash bonuses. Under such arrangements, stock is issued without direct cost to the employee. In addition, the Company grants restricted stock units. The restricted stock units are settled in Company stock when the restriction period ends. During fiscal 2010, 2009 and 2008, the Company granted non-vested stock and restricted stock units to directors and certain management employees as follows (which are included in the above stock plan activity tables):

	2010		2009		2008
Shares issued		29,076		21,607		13,107
Weighted-average per share price on grant date	$	80.91	$	64.44	$	92.57
Compensation expense	$	2,541	$	2,595	$	2,100

        At December 25, 2010 the amount of deferred stock-based compensation granted, to be recognized over a weighted-average period of 2.7 years, was approximately $3,085.

65

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(11) EARNINGS PER SHARE

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

		Basic EPS		Dilutive Effect of Stock Options		Diluted EPS
2010:
	Net earnings attributable to Valmont Industries, Inc.	$	94,379		—	$	94,379
	Shares outstanding (000's)		26,100		322		26,422
	Per share amount	$	3.62	$	.05	$	3.57
2009:
	Net earnings attributable to Valmont Industries, Inc.	$	150,562		—	$	150,562
	Shares outstanding (000's)		25,951		338		26,289
	Per share amount	$	5.80	$	.07	$	5.73
2008:
	Net earnings attributable to Valmont Industries, Inc.	$	132,397		—	$	132,397
	Shares outstanding (000's)		25,815		458		26,273
	Per share amount	$	5.13	$	0.09	$	5.04

        At the end of fiscal years 2010 and 2009, there were 8,000, and 255,000 options outstanding, respectively, with exercise prices exceeding the market value of common stock that were therefore excluded from the computation of diluted shares outstanding.

(12) TREASURY STOCK

        Repurchased shares are recorded as "Treasury Stock" and result in a reduction of "Shareholders' Equity." When treasury shares are reissued, the Company uses the last-in, first-out method, and the difference between the repurchase cost and reissuance price is charged or credited to "Additional Paid-In Capital."

(13) EMPLOYEE RETIREMENT SAVINGS PLAN

        Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement Savings Plan ("VERSP") is a defined contribution plan available to all eligible employees. Participants can elect to contribute up to 50% of annual pay, on a pretax and/or after-tax basis. The Company also makes contributions to the Plan and a non-qualified deferred compensation plan for certain Company executives. The 2010, 2009 and 2008 Company contributions to these plans amounted to approximately $8,300, $8,700, and $8,800 respectively.

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(13) EMPLOYEE RETIREMENT SAVINGS PLAN (Continued)

        The Company sponsors a fully-funded, non-qualified deferred compensation plan for certain Company executives who otherwise would be limited in receiving company contributions into VERSP under Internal Revenue Service regulations. The invested assets and related liabilities to these participants were approximately $18.4 million and $15.7 million at December 25, 2010 and December 26, 2009, respectively. Such amounts are included in "Other assets" and "Other noncurrent liabilities" on the Consolidated Balance Sheets. In fiscal 2010, $393 was distributed from the Company's non-qualified deferred compensation plan to participants under the transition rules of section 409A of the Internal Revenue Code. All distributions were made in cash.

(14) RESEARCH AND DEVELOPMENT

        Research and development costs are charged to operations in the year incurred. These costs are a component of "Selling, general and administrative expenses" on the Consolidated Statements of Operations. Research and development expenses were approximately $5,500 in 2010, $6,200 in 2009, and $5,000 in 2008.

(15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying amount of cash and cash equivalents, receivables, accounts payable, notes payable to banks and accrued expenses approximate fair value because of the short maturity of these instruments. The fair values of each of the Company's long-term debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company's current borrowing rate for similar debt instruments of comparable maturity. The fair value estimates are made at a specific point in time and the underlying assumptions are subject to change based on market conditions. At December 25, 2010, the carrying amount of the Company's long-term debt was $468,154 with an estimated fair value of approximately $481,275. At December 26, 2009 the carrying amount of the Company's long-term debt was $160,481 with an estimated fair value of approximately $165,731.

        For financial reporting purposes, 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 is used. 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.

67

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

        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, 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 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	$	—	$	—

				Fair Value Measurement Using:
		Carrying Value December 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	$	15,653	$	15,653	$	—	$	—

(16) DERIVATIVE FINANCIAL INSTRUMENTS

        The Company manages risk from foreign currency rate risk related to foreign currency denominated transactions and from natural gas supply pricing. From time to time, the Company manages these risks using derivative financial instruments. These derivative financial instruments are marked to market and recorded in the Company's consolidated statement of operations. Derivative financial instruments have credit risk and market risk. To manage credit risk, the Company only enters into derivative transactions with counterparties who are recognized, stable multinational banks.

        Natural Gas Prices:    Natural gas supplies to meet production requirements of production facilities are purchased at market prices. Natural gas market prices are volatile and the Company effectively fixes prices for a portion of its natural gas usage requirements of certain of its U.S. facilities through the use of swaps. These contracts reference physical natural gas prices or appropriate NYMEX futures contract prices. While there is a strong correlation between the NYMEX futures contract prices and the Company's delivered cost of natural gas, the use of financial derivatives may not exactly offset the change in the price of physical gas. The contracts are traded in months forward and settlement dates are scheduled to coincide with gas purchases during that future period.

        Annual consolidated purchase requirements are approximately 850,000 MMBtu. At December 25, 2010, there were open swaps totaling 180,000 MMBtu with a total unrealized loss of $1, which was recorded in the Company's consolidated statement of operations for the fiscal year ended December 25, 2010. At December 26, 2009, there were open swaps totaling 150,000 MMBtu with a

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(16) DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

total unrealized gain of $88, which was recorded in the Company's consolidated statement of operations for the fiscal year ended December 26, 2009.

        Foreign Currency Fluctuations:    The Company operates in a number of different foreign countries and may enter into business transactions that are in currencies that are different from a given operation's functional currency. In certain cases, the Company may enter into foreign exchange contracts to manage a portion of the foreign exchange risk associated with either a receivable or payable denominated in a foreign currency, a forecasted transaction or a series of forecasted transactions denominated in a foreign currency.

        In fiscal 2008, the Company purchased 7.2 million euros of put options, sold 14.4 million euros of call options and sold 2.4 million of put options to deliver euros at a fixed rate of Polish zlotys to certain banks to fix the zloty/euro exchange rate on forecasted sales transactions of its Polish manufacturing operation that are denominated in euros. For the fiscal years ended December 27, 2008 and December 26, 2009 the Company recorded losses associated with these contracts of $1,245 and $2,127, respectively, in its consolidated statements of operations. There were no significant open foreign currency contracts at December 25, 2010.

(17) GUARANTEES

        The Company has guaranteed the repayment of a bank loan of a nonconsolidated equity investee. The guarantee continues until the loan, including accrued interest and fees, have been paid in full. The maximum amount of the guarantee is limited to the sum of the total due and unpaid principal amounts, accrued and unpaid interest and any other related expenses. As of December 25, 2010, the maximum amount of the guarantee was approximately $1 million. This loan guarantee is accompanied by a guarantee from the majority owner to the Company. The Company recorded the fair value of this guarantees of $0.1 million in "Accrued expenses" at December 25, 2010 and December 26, 2009.

        The Company's product warranty accrual reflects management's best estimate of probable liability under its product warranties. Historical product claims data is used to estimate the cost of product warranties at the time revenue is recognized.

        Changes in the product warranty accrual, which is recorded in "Accrued expenses", for the years ended December 25, 2010 and December 26, 2009, were as follows:

	2010			2009
Balance, beginning of period	$	16,172		$	12,523
Payments made		(13,301	)		(11,028	)
Change in liability for warranties issued during the period		9,849			14,307
Change in liability for pre-existing warranties		(704	)		370
Balance, end of period	$	12,016		$	16,172

69

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(18) DEFINED BENEFIT RETIREMENT PLAN

        Delta provides defined benefit retirement income to eligible employees in the United Kingdom and is the plan sponsor. Pension retirement benefits to qualified employees are 1.67% of final salary per year of service upon reaching the age of 65 years. This Plan has less than ten active employees as members.

Funded Status

        The Company recognizes the overfunded or underfunded status of the pension plan as an asset or liability. The funded status represents the difference between the projected benefit obligation (PBO) and the fair value of the plan assets. The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases and inflation. Plan assets are measured at fair value. At the date of the Delta acquisition (May 12, 2010), the Company determined fair value of the PBO and plan assets. Because the pension plan is denominated in British pounds sterling, the Company used exchange rates of $1.5353/£ and $1.5442/£ to translate the net pension liability into U.S. dollars at May 12, 2010 and December 25, 2010, respectively.

        Projected Benefit Obligation and Fair Value of Plan Asset at date of Delta acquisition—The accumulated benefit obligation (ABO) is the present value of benefits earned to date. The underfunded ABO represents the difference between the PBO and the fair value of plan assets. Changes in the PBO and fair value of plan assets for the pension plan for the period from May 12, 2010 to December 25, 2010 were as follows:

Thousands of Dollars	Projected Benefit Obligation			Plan Assets			Funded status
Fair value at May 12, 2010	$	478,993		$	351,056		$	(127,937	)
Service cost		154			—
Employer contributions		—			938
Interest cost		16,654			—
Actual return on plan assets		—			11,275
Benefits paid		(5,698	)		(5,698	)
Actuarial loss (gain)		(28,952	)		—
Currency translation		2,656			2,065
Fair Value at December 25, 2010	$	463,807		$	359,636		$	(104,171	)

        Assumptions—The weighted-average actuarial assumptions used to determine the benefit obligation at December 25, 2010 were as follows:

Percentages	2010
Discount rate		5.50	%
Salary increase		4.50	%
Inflation		2.80	%

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)

Expense

        Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a five-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net earnings immediately, but are deferred and, if necessary, amortized as pension expense.

        The components of the net periodic pension expense were as follows for the period from May 12, 2010 to December 25, 2010:

Thousands of Dollars
Net Periodic Benefit Cost:
	Service cost	$	154
	Interest cost		16,654
	Expected return on plan assets		(10,934	)
Net periodic benefit expense		$	5,874

        Assumptions—The weighted-average actuarial assumptions used to determine expense are as follows for fiscal 2010:

Percentages
Discount rate	5.60	%
Expected return on plan assets	5.51	%
Salary increase	4.70	%
Inflation	3.70	%

        The discount rate is based on the annualized yield on the iBoxx over the 15-year AA-rated corporate bonds index with cash flows generally matching the Plan's expected benefit payments. The expected return on plan assets is based on our asset allocation mix and our historical return, taking into account current and expected market conditions.

Cash Contributions

        Employer contributions to the pension plan have been set at $9,728 (£6.3 million) per annum in accordance with the Plan's 10-year recovery plan, along with a contribution to cover the administrative costs of the Plan of approximately $1,544 (£1.0 million) per annum.

71

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)

Benefit Payments

        The following table details expected pension benefit payments for the years 2010 through 2019:

Thousands of Dollars
2011	$	9,728
2012		10,191
2013		10,500
2014		10,809
2015		11,272
Years 2016 - 2020		63,002

Asset Allocation Strategy

        The investment strategy for pension plan assets is to maintain a diversified portfolio mainly in long-term fixed-income securities that are investment grade or government-backed in nature. The plan, as required by U.K. law, has an independent trustee that sets investment policy and consults with representatives of the plan sponsor and independent advisors regularly on such matters.

        The pension plan investments are held in a trust. Most of the pension plan assets are invested in fixed income securities. The debt portfolio is also broadly diversified and invested primarily in U.K. Treasury and corporate securities. The weighted-average maturity of the debt portfolio was 12 years at December 25, 2010.

Fair Value Measurements

        The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

        Index-linked gilts—Index-linked gilts are U.K. government-backed securities consisting of bills, notes, bonds, and other fixed income securities issued directly by the U.K. Treasury or by government-sponsored enterprises.

        Corporate Bonds—Corporate bonds and debentures consist of fixed income securities issued by U.K. corporations.

        Corporate Stock—This investment category consists of common and preferred stock issued by U.K. and non-U.K. corporations.

        These assets are pooled investment funds whereby the underlying investments can be valued using quoted market prices. As the fair values of the pooled investment funds themselves are not publicly quoted, they are classified as Level 2 investments.

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(18) DEFINED BENEFIT RETIREMENT PLAN (Continued)

        At December 25, 2010, the pension plan assets measured at fair value on a recurring basis were as follows:

Thousands of Dollars		Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Plan net assets:
	Temporary cash investments	$	—	$	1,397	$	—	$	1,397
	Index-linked gilts		—		50,803		—		50,803
	Corporate bonds		—		290,303		—		290,303
	Corporate stock		—		16,986		—		16,986
	Other investments		—		147		—		147
Total plan net assets at fair value		$	—	$	359,636	$	—	$	359,636

(19) BUSINESS SEGMENTS

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

        Reportable segments are as follows:

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

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

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

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

        In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, the electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(19) BUSINESS SEGMENTS (Continued)

        In the fourth quarter of 2010, the Company reorganized its segment reporting structure to reflect the management structure as a result of the acquisition of Delta plc. The main business units of Delta are organized as follows in the reportable segment structure:

•

Engineered Infrastructure Products segment includes Delta's lighting, communication, access systems and roadway safety products;

•

Coatings segment includes Delta's galvanizing operations in the U.S., Australia and Asia;

•

Delta's forged steel grinding media and electrolytic manganese dioxide operations are included an "Other", and;

•

Delta's management administration expenses are included in "Net corporate expense".

        As these changes only affect the 2010 financial statements, no reclassification to the 2008 and 2009 presentation was necessary.

        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.

74

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(19) BUSINESS SEGMENTS (Continued)

Summary by Business Segments

			2010		2009		2008
SALES:
Engineered Infrastructure Products segment:
	Lighting, Traffic, and Roadway Products		$	490,359	$	455,583	$	496,014
	Communication Products			105,852		141,463		148,621
	Access Systems			81,103		—		—
		Engineered Infrastructure Products segment		677,314		597,046		644,635
Utility Support Structures segment:
	Steel			407,703		578,740		421,907
	Concrete			67,217		121,808		91,213
		Utility Support Structures segment		474,920		700,548		513,120
Coatings segment				238,273		115,530		140,518
Irrigation segment				443,371		362,187		562,733
Other				198,550		68,639		113,139
		Total		2,032,428		1,843,950		1,974,145
INTERSEGMENT SALES:
	Engineered Infrastructure Products			8,044		14,744		6,384
	Utility Support Structures			2,219		2,331		4,750
	Coatings			29,906		24,954		28,536
	Irrigation			12		16		22
	Other			16,742		15,304		27,175
		Total		56,923		57,349		66,867
NET SALES:
Engineered Infrastructure Products segment				669,270		582,302		638,251
Utility Support Structures segment				472,701		698,217		508,370
Coatings segment				208,367		90,576		111,982
Irrigation segment				443,359		362,171		562,711
Other				181,808		53,335		85,964
		Total	$	1,975,505	$	1,786,601	$	1,907,278

75

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(19) BUSINESS SEGMENTS (Continued)

			2010			2009			2008
OPERATING INCOME (LOSS):
	Engineered Infrastructure Products		$	52,151		$	45,143		$	47,378
	Utility Support Structures			51,741			164,834			73,464
	Coatings			42,602			24,669			31,793
	Irrigation			61,973			35,086			87,260
	Other			28,499			12,971			21,001
	Corporate			(58,553	)		(44,709	)		(32,305	)
		Total		178,413			237,994			228,591
Interest expense, net				(26,107	)		(14,250	)		(15,944	)
Other				676			2,340			(7,128	)
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries			$	152,982		$	226,084		$	205,519
TOTAL ASSETS:
	Engineered Infrastructure Products		$	762,600		$	514,564		$	555,140
	Utility Support Structures			360,256			311,862			331,849
	Coatings			325,675			98,861			102,758
	Irrigation			209,850			183,243			233,949
	Other			222,984			27,860			29,606
	Corporate			209,378			165,749			72,986
		Total	$	2,090,743		$	1,302,139		$	1,326,288

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(19) BUSINESS SEGMENTS (Continued)

			2010		2009		2008
CAPITAL EXPENDITURES:
	Engineered Infrastructure Products			17,050	$	12,735	$	26,122
	Utility Support Structures			5,228		13,899		6,162
	Coatings			5,570		1,493		3,017
	Irrigation			4,248		10,189		9,953
	Other			1,582		583		3,226
	Corporate			2,414		5,230		2,399
		Total	$	36,092	$	44,129	$	50,879
DEPRECIATION AND AMORTIZATION:
	Engineered Infrastructure Products		$	25,281	$	21,203	$	17,963
	Utility Support Structures			11,320		10,287		9,973
	Coatings			8,376		4,074		3,291
	Irrigation			4,823		4,298		3,814
	Other			6,260		1,826		1,667
	Corporate			3,603		3,059		2,889
		Total	$	59,663	$	44,748	$	39,597

Summary by Geographical Area by Location of Valmont Facilities:

			2010		2009		2008
NET SALES:
	United States		$	1,088,724	$	1,297,699	$	1,429,270
	Australia			273,551		16,438		37,170
	France			99,508		75,701		87,261
	China			121,437		118,650		139,472
	Other			392,285		278,113		214,105
		Total	$	1,975,505	$	1,786,601	$	1,907,278
LONG-LIVED ASSETS:
	United States		$	450,587	$	441,944	$	438,589
	Australia			283,714		—		—
	France			11,917		12,470		11,993
	China			30,877		23,097		20,407
	Canada			39,252		39,163		36,243
	Other			180,170		70,073		63,257
		Total	$	996,517	$	586,747	$	570,489

        No single customer accounted for more than 10% of net sales in 2010, 2009, or 2008. Net sales by geographical area are based on the location of the facility producing the sales and do not include sales

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

(19) BUSINESS SEGMENTS (Continued)

to other operating units of the company. No foreign country other than as disclosed herein accounted for more than 5% of the Company's net sales.

        Operating income by business segment and geographical areas are based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other operating units of the company.

        Long-lived assets consist of property, plant and equipment, net of depreciation, goodwill, other intangible assets and other assets. Long-lived assets by geographical area are based on location of facilities.

(20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

        On April 8, 2010, the Company issued $300,000,000 of senior unsecured notes at a coupon interest rate of 6.625% per annum. The notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

        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 the Guarantors.

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Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

        Subsequent to the issuance of the Company's consolidated financial statements on Form 10-K on February 23, 2010, management identified certain errors in the presentation of the condensed consolidated balance sheet contained in this footnote as of December 26, 2009. The errors were the result of (i) a historical accounting policy to record currency translation adjustments only in the subsidiary ledgers and not in the Parent accounts; (ii) a historical accounting policy not to record non-earnings related transactions (e.g. cash dividends, stock options and stock compensation) in the Parent equity accounts; (iii) a bookkeeping error in the beginning 2008 equity balance that was also subsequently carried forward to 2009; and (iv) not correctly reflecting investments in certain subsidiaries in each of the appropriate entities. Accordingly, the previously presented condensed consolidated balance sheet as of December 26, 2009 has been corrected. The "Guarantors" and "Total" columns are not impacted by any of these corrections. These adjustments did not affect the consolidated financial statements for the periods presented. The impact to the December 26, 2009 condensed consolidated balance sheet is as follows:

	Parent As previously reported		Parent As corrected		Non- Guarantors As previously reported			Non- Guarantors As corrected			Eliminations As previously reported			Eliminations As corrected
Investment in subsidiaries and intercompany accounts	$	672,135	$	644,836	$	(34,722	)	$	(9,725	)	$	(711,318	)	$	(709,016	)
Total assets		1,131,254		1,103,955		475,882			500,879			(711,318	)		(709,016	)
Additional paid-in capital		—		—		139,577			131,580			(321,119	)		(313,122	)
Retained earnings		811,650		767,398		158,724			191,718			(372,205	)		(361,198	)
Accumulated other comprehensive income		—		16,953		—			—			—			(16,953	)
Total Valmont Industries, Inc. shareholders' equity		813,560		786,281		318,748			343,271			(711,318	)		(709,016	)
Total liabilities and shareholders' equity		1,131,254		1,103,855		475,882			500,879			(711,318	)		(709,016	)

79

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

Consolidated Statements of Operations

For the Year ended December 25, 2010

		Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales		$	847,396		$	304,309		$	956,023		$	(132,223	)	$	1,975,505
Cost of sales			622,018			231,696			735,195			(132,978	)		1,455,931
	Gross profit		225,378			72,613			220,828			755			519,574
Selling, general and administrative expenses			147,054			47,688			146,419			—			341,161
	Operating income		78,324			24,925			74,409			755			178,413
Other income (expense):
	Interest expense		(30,282	)		(1	)		(664	)		—			(30,947	)
	Interest income		127			31			4,682			—			4,840
	Other		995			(48	)		(271	)		—			676
			(29,160	)		(18	)		3,747			—			(25,431	)
	Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		49,164			24,907			78,156			755			152,982
Income tax expense (benefit):
	Current		19,525			5,039			25,427			—			49,991
	Deferred		722			4,984			(689	)		—			5,017
			20,247			10,023			24,738			—			55,008
Earnings before equity in earnings of nonconsolidated subsidiaries			28,917			14,884			53,418			755			97,974
Equity in earnings of nonconsolidated subsidiaries			65,462			25,264			1,525			(89,812	)		2,439
	Net earnings		94,379			40,148			54,943			(89,057	)		100,413
Less: Earnings attributable to noncontrolling interests			—			—			(6,034	)		—			(6,034	)
	Net earnings attributable to Valmont Industries, Inc	$	94,379		$	40,148		$	48,909		$	(89,057	)	$	94,379

80

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

Consolidated Statements of Operations

For the Year ended December 26, 2009

		Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales		$	920,501		$	441,794		$	570,244		$	(145,938	)	$	1,786,601
Cost of sales			659,714			323,049			419,872			(148,048	)		1,254,587
	Gross profit		260,787			118,745			150,372			2,110			532,014
Selling, general and administrative expenses			152,862			53,198			87,960			—			294,020
	Operating income		107,925			65,547			62,412			2,110			237,994
Other income (expense):
	Interest expense		(14,508	)		(14	)		(1,238	)		—			(15,760	)
	Interest income		75			1			1,434			—			1,510
	Other		3,148			173			(981	)		—			2,340
			(11,285	)		160			(785	)		—			(11,910	)
	Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		96,640			65,707			61,627			2,110			226,084
Income tax expense (benefit):
	Current		26,067			23,426			16,026			—			65,519
	Deferred		8,338			1,657			(2,620	)		—			7,375
			34,405			25,083			13,406			—			72,894
Earnings before equity in earnings of nonconsolidated subsidiaries			62,235			40,624			48,221			2,110			153,190
Equity in earnings of nonconsolidated subsidiaries			88,327			—			95			(87,671	)		751
	Net earnings		150,562			40,624			48,316			(85,561	)		153,941
Less: Earnings attributable to noncontrolling interests			—			—			(3,379	)		—			(3,379	)
	Net earnings attributable to Valmont Industries, Inc	$	150,562		$	40,624		$	44,937		$	(85,561	)	$	150,562

81

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

Consolidated Statements of Operations

For the Year ended December 27, 2008

		Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net sales		$	1,113,059		$	362,975		$	590,566		$	(159,322	)	$	1,907,278
Cost of sales			834,150			281,179			439,194			(157,729	)		1,396,794
	Gross profit		278,909			81,796			151,372			(1,593	)		510,484
Selling, general and administrative expenses			150,033			49,898			81,962			—			281,893
	Operating income		128,876			31,898			69,410			(1,593	)		228,591
Other income (expense):
	Interest expense		(16,117	)		(17	)		(2,133	)		—			(18,267	)
	Interest income		234			31			2,058			—			2,323
	Other		(4,360	)		227			(2,995	)		—			(7,128	)
			(20,243	)		241			(3,070	)		—			(23,072	)
	Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries		108,633			32,139			66,340			(1,593	)		205,519
Income tax expense (benefit):
	Current		42,069			13,213			19,433			—			74,715
	Deferred		(2,236	)		(1,020	)		(1,246	)		—			(4,502	)
			39,833			12,193			18,187			—			70,213
Earnings before equity in earnings of nonconsolidated subsidiaries			68,800			19,946			48,153			(1,593	)		135,306
Equity in earnings of nonconsolidated subsidiaries			63,597			—			39			(62,722	)		914
	Net earnings		132,397			19,946			48,192			(64,315	)		136,220
Less: Earnings attributable to noncontrolling interests			—			—			(3,823	)		—			(3,823	)
	Net earnings attributable to Valmont Industries, Inc	$	132,397		$	19,946		$	44,369		$	(64,315	)	$	132,397

82

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

CONSOLIDATED BALANCE SHEETS

December 25, 2010

			Parent			Guarantors		Non- Guarantors		Eliminations			Total
ASSETS
Current assets:
	Cash and cash equivalents		$	8,015		$	619	$	338,270	$	—		$	346,904
	Receivables, net			106,181			50,663		253,722		—			410,566
	Inventories			63,887			32,030		184,306		—			280,223
	Prepaid expenses			3,478			920		19,408		—			23,806
	Refundable and deferred income taxes			14,978			2,597		15,152		—			32,727
		Total current assets		196,539			86,829		810,858		—			1,094,226
Property, plant and equipment, at cost				413,149			98,019		354,119		—			865,287
	Less accumulated depreciation and amortization			269,831			50,406		105,441		—			425,678
		Net property, plant and equipment		143,318			47,613		248,678		—			439,609
Goodwill				20,108			107,542		187,197		—			314,847
Other intangible assets				823			68,310		116,402		—			185,535
Investment in subsidiaries and intercompany accounts				1,146,364			587,231		30,017		(1,742,468	)		21,144
Other assets				24,426			—		10,956		—			35,382
		Total assets	$	1,531,578		$	897,525	$	1,404,108	$	(1,742,468	)	$	2,090,743
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	51	$	—		$	238
	Notes payable to banks			—			—		8,824		—			8,824
	Accounts payable			45,854			15,254		118,706		—			179,814
	Accrued expenses			54,368			8,147		91,171		—			153,686
	Dividends payable			4,352			—		—		—			4,352
		Total current liabilities		104,761			23,401		218,752		—			346,914
Deferred income taxes				16,083			25,004		48,835		—			89,922
Long-term debt, excluding current installments				467,511			—		1,085		—			468,596
Other noncurrent liabilities				27,331			—		147,853		—			175,184
Commitments and contingencies
Shareholders' equity:
	Common stock of $1 par value			27,900			457,950		2,582		(460,532	)		27,900
	Additional paid-in capital			—			181,542		156,188		(337,730	)		—
	Retained earnings			850,269			209,628		670,933		(880,561	)		850,269
	Accumulated other comprehensive income			63,645			—		63,645		(63,645	)		63,645
	Treasury stock			(25,922	)		—		—		—			(25,922	)
		Total Valmont Industries, Inc. shareholders' equity		915,892			849,120		893,348		(1,742,468	)		915,892
Non controlling interest in consolidated subsidiaries				—			—		94,235		—			94,235
	Total shareholders' equity			915,892			849,120		987,583		(1,742,468	)		1,010,127
	Total liabilities and shareholders' equity		$	1,531,578		$	897,525	$	1,404,108	$	(1,742,468	)	$	2,090,743

83

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

CONSOLIDATED BALANCE SHEETS

December 26, 2009

			Parent			Guarantors		Non- Guarantors			Eliminations			Total
ASSETS
Current assets:
	Cash and cash equivalents		$	82,017		$	1,666	$	97,103		$	—		$	180,786
	Receivables, net			75,202			48,655		135,664			—			259,521
	Inventories			77,708			42,822		90,081			—			210,611
	Prepaid expenses			3,309			455		18,379			—			22,143
	Refundable and deferred income taxes			26,306			7,120		8,935			—			42,361
		Total current assets		264,542			100,718		350,162			—			715,422
Property, plant and equipment, at cost				408,411			94,139		172,896			—			675,446
	Less accumulated depreciation and amortization			257,632			44,272		90,454			—			392,358
		Net property, plant and equipment		150,779			49,867		82,442			—			283,088
Goodwill				20,108			107,542		50,670			—			178,320
Other intangible assets				985			74,319		21,074			—			96,378
Investment in subsidiaries and intercompany accounts				644,836			73,905		(9,725	)		(709,016	)		—
Other assets				22,705			—		6,256			—			28,961
		Total assets	$	1,103,955		$	406,351	$	500,879		$	(709,016	)	$	1,302,169
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current installments of long-term debt		$	187		$	—	$	44		$	—		$	231
	Notes payable to banks			—			13		11,887			—			11,900
	Accounts payable			36,608			13,611		67,991			—			118,210
	Accrued expenses			61,129			17,836		43,567			—			122,532
	Dividends payable			3,944			—		—			—			3,944
		Total current liabilities		101,868			31,460		123,489			—			256,817
Deferred income taxes				32,389			9,620		7,272			—			49,281
Long-term debt, excluding current installments				159,698			—		553			—			160,251
Other noncurrent liabilities				23,739			—		3,774			—			27,513
Shareholders' equity:
	Common stock of $1 par value			27,900			14,249		3,494			(17,743	)		27,900
	Additional paid-in capital			—			181,542		131,580			(313,122	)		—
	Retained earnings			767,398			169,480		191,718			(361,198	)		767,398
	Accumulated other comprehensive income			16,953			—		16,953			(16,953	)		16,953
	Treasury stock			(25,990	)		—		—			—			(25,990	)
		Total Valmont Industries, Inc shareholders' equity		786,261			365,271		343,745			(709,016	)		786,261
Noncontrolling interest in consolidated subsidiaries				—			—		22,046			—			22,046
	Total shareholders' equity			786,261			365,271		365,791			(709,016	)		808,307
	Total liabilities and shareholders' equity		$	1,103,955		$	406,351	$	500,879		$	(709,016	)	$	1,302,169

84

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 25, 2010

				Parent			Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings			$	94,379		$	40,148		$	54,943		$	(89,057	)	$	100,413
	Adjustments to reconcile net earnings to net cash flows from operations:
		Depreciation and amortization			20,069			12,749			26,845			—			59,663
	Stock-based compensation				7,154			—			—			—			7,154
	Pension plan expense				—			—			5,874			—			5,874
	(Gain)/loss on sale of property, plant and equipment				66			44			3,093			—			3,203
	Equity in (earnings)/losses of nonconsolidated subsidiaries				(914	)		—			(1,525	)		—			(2,439	)
	Deferred income taxes				(657	)		4,984			690			—			5,017
	Other adjustments
	Payment of deferred compensation				(393	)		—			—			—			(393	)
	Changes in assets and liabilities, before acquisitions:
		Receivables			(30,979	)		(2,008	)		(18,806	)		—			(51,793	)
		Inventories			13,820			10,792			(2,291	)		—			22,321
		Prepaid expenses			(169	)		(465	)		4,999			—			4,365
		Accounts payable			9,246			1,643			(11,761	)		—			(872	)
		Accrued expenses			(6,108	)		(9,689	)		8,255			—			(7,542	)
		Other noncurrent liabilities			(598	)		—			—			—			(598	)
		Income taxes payable			(10,395	)		14,923			3,319						7,847
	Net cash flows from operations				94,521			73,121			73,635			(89,057	)		152,220
Cash flows from investing activities:
	Purchase of property, plant and equipment				(11,702	)		(4,815	)		(19,575	)		—			(36,092	)
	Proceeds from sale of property, plant and equipment				22			286			11,079			—			11,387
	Acquisitions, gross of cash acquired				—			(436,736	)		(11,131	)		—			(447,867	)
	Cash acquired through acquisitions				—			—			198,810			—			198,810
	Dividends from nonconsolidated subsidiaries				100			—			10,025			—			10,125
	Other, net				(1,156	)		(76,593	)		(10,384	)		89,057			924
		Net cash flows from investing activities			(12,736	)		(517,858	)		178,824			89.057			(262,713	)
Cash flows from financing activities:
	Net borrowings under short-term agreements				—			(12	)		(3,063	)		—			(3,075	)
	Proceeds from long-term borrowings				491,000			—			680			—			491,680
	Principal payments on long-term obligations				(183,188	)		—			(97	)		—			(183,285	)
	Debt issue fees				(3,858	)		—			—			—			(3,858	)
	Intercompany loan activity				(443,702	)		443,702									—
	Dividends paid				(16,588	)		—			—			—			(16,588	)
	Dividends to minority interests				—			—			(13,071	)		—			(13,071	)
	Retirement of Delta plc preference shares				—			—			(4.467	)		—			(4,467	)
	Proceeds from exercises under stock plans				4,464			—			—			—			4,464
	Excess tax benefits from stock option exercises				2,021			—			—			—			2,021
	Purchase of treasury shares				(2,676	)		—			1,800			—			(876	)
	Purchase of common treasury shares:
			Stock plan exercises		(3,260	)		—			—			—			(3,260	)
		Net cash flows from financing activities			(155,787	)		443,690			(18,218	)		—			269,685
		Effect of exchange rate changes on cash and cash equivalents			—			—			6,926			—			6,926
		Net change in cash and cash equivalents			(74,002	)		(1,047	)		241,167			—			166,118
		Cash and cash equivalents—beginning of year			82,017			1,666			97,103			—			180,786
		Cash and cash equivalents—end of year		$	8,015		$	619		$	338,270		$	—		$	346,904

85

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 26, 2009

			Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings		$	153,941		$	40,623		$	51,696		$	(92,319	)	$	153,941
	Adjustments to reconcile net earnings to net cash flows from operations:
		Depreciation and amortization		19,005			12,666			13,077			—			44,748
	Stock-based compensation			6,586			—			—			—			6,586
	(Gain)/loss on sale of property, plant and equipment			90			416			676			—			1,182
	Equity in (earnings)/losses of nonconsolidated subsidiaries			(656	)		—			(95	)		—			(751	)
	Deferred income taxes			8,338			1,657			(2,620	)		—			7,375
	Other adjustments			—			—			(238	)		—			(238	)
	Payment of deferred compensation			(267	)		—			—			—			(267	)
	Changes in assets and liabilities, before acquisitions:
		Receivables		38,348			12,971			22,863			—			74,182
		Inventories		55,187			27,091			24,967			—			107,245
		Prepaid expenses		53			185			(7,506	)		—			(7,268	)
		Accounts payable		(15,070	)		(6,202	)		1,554			—			(19,718	)
		Accrued expenses		(1,394	)		4,662			(6,288	)		—			(3,020	)
		Other noncurrent liabilities		(1,523	)		—			823			—			(700	)
		Income taxes payable		1,612			(15,566	)		177			—			(13,777	)
	Net cash flows from operations			264,250			78,503			99,086			(92,319	)		349,520
Cash flows from investing activities:
	Purchase of property, plant and equipment			(24,818	)		(7,671	)		(11,640	)					(44,129	)
	Investment in nonconsolidated subsidiary			—			—			—			—			—
	Acquisitions, net of cash acquired			—			—			—			—			—
	Proceeds from sale of property, plant and equipment			367			553			411			—			1,331
	Other, net			11,557			(71,183	)		58,829			—			(797	)
		Net cash flows from investing activities		(12,894	)		(78,301	)		47,600			—			(43,595	)
Cash flows from financing activities:
	Net borrowings under short-term agreements			—			—			(7,652	)		—			(7,652	)
	Proceeds from long-term borrowings			—			—			10,001			—			10,001
	Principal payments on long-term obligations			(176,504	)		(38	)		(11,427	)		—			(187,969	)
	Dividends paid			(14,695	)		—			—			—			(14,695	)
	Dividends to minority interests			—			—			(956	)		—			(956	)
	Proceeds from exercises under stock plans			4,942			—			—			—			4,942
	Excess tax benefits from stock option exercises			2,665			—			—			—			2,665
	Purchase of treasury shares			(669	)		—			—			—			(669	)
	Purchase of common treasury shares:
		Stock plan exercises		(4,067	)		—			—			—			(4,067	)
		Net cash flows from financing activities		(188,328	)		(38	)		(10,034	)		—			(198,400	)
		Effect of exchange rate changes on cash and cash equivalents		—			—			4,694			—			4,694
		Net change in cash and cash equivalents		63,028			163			141,347			(92,319	)		112,219
		Cash and cash equivalents—beginning of year		18,989			1,503			48,075			—			68,567
		Cash and cash equivalents—end of year		82,017			1,666			97,103			(92,319	)		180,786

86

Valmont Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three-year period ended December 25, 2010

(Dollars in thousands, except per share amounts)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 27, 2008

			Parent			Guarantors			Non-Guarantors			Eliminations			Total
Cash flows from operations:
	Net earnings		$	132,725		$	19,946		$	47,864		$	(64,315	)	$	136,220
	Adjustments to reconcile net earnings to net cash flows from operations:
	Depreciation and amortization			17,152			11,209			11,236			—			39,597
	Stock-based compensation			4,736			—			—			—			4,736
	(Gain)/loss on sale of property, plant and equipment			90			41			(434	)		—			(303	)
	Equity in (earnings)/losses of nonconsolidated subsidiaries			(875	)		—			(39	)		—			(914	)
	Deferred income taxes			(2,236	)		(1,020	)		(1,246	)		—			(4,502	)
	Other adjustments			(1	)		—			2,868			—			2,867
	Payment of Deferred Compensation			(1,260	)		—			—			—			(1,260	)
	Changes in assets and liabilities, before acquisitions:
		Receivables		(12,873	)		(16,817	)		(29,897	)		—			(59,587	)
		Inventories		(45,008	)		(11,222	)		(27,178	)		—			(83,408	)
		Prepaid expenses		1,274			89			2,581			—			3,944
		Accounts payable		8,032			3,206			(1,249	)		—			9,989
		Accrued expenses		3,267			2,697			2,460			—			8,424
		Other noncurrent liabilities		(1,098	)		—			15			—			(1,083	)
		Income taxes payable		(1,006	)		—			(1,139	)		—			(2,145	)
	Net cash flows from operations			102,919			8,129			5,842			(64,315	)		52,575
Cash flows from investing activities:
	Purchase of property, plant and equipment			(32,431	)		(4,213	)		(14,235	)		—			(50,879	)
	Investment in nonconsolidated subsidiary			—			—			—			—			—
	Acquisitions, net of cash acquired			(849	)		(89,284	)		(56,580	)		—			(146,713	)
	Dividends to minority interests			—			—			(538	)		—			(538	)
	Proceeds from sale of property, plant and equipment			1,408			65			2,356			—			3,829
	Other, net			(235,494	)		86,454			84,411			64,315			(314	)
		Net cash flows from investing activities		(267,366	)		(6,978	)		15,414			64,315			(194,615	)
Cash flows from financing activities:
	Net borrowings under short-term agreements			—			12			1,700			—			1,712
	Proceeds from long-term borrowings			188,000			(15	)		908			—			188,893
	Principal payments on long-term obligations			(57,068	)		(109	)		(18,297	)		—			(75,474	)
	Dividends paid			(12,251	)		—			—			—			(12,251	)
	Proceeds from exercises under stock plans			7,519			—			—			—			7,519
	Excess tax benefits from stock option exercises			7,385			—			—			—			7,385
	Sale of treasury shares			11			—			—			—			11
	Purchase of common treasury shares:
		Stock plan exercises		(8,504	)		—			—			—			(8,504	)
		Net cash flows from financing activities		162,207			29,553			47,279			(129,748	)		109,291
Effect of exchange rate changes on cash and cash equivalents				—			—			(5,216	)		—			(5,216	)
Net change in cash and cash equivalents				(39,355	)		1,039			351			—			(37,965	)
Cash and cash equivalents—beginning of year				58,344			464			47,724			—			106,532
Cash and cash equivalents—end of year			$	18,989		$	1,503		$	48,075		$	—		$	68,567

*****

87

QUARTERLY FINANCIAL DATA (Unaudited)

(Dollars in thousands, except per share amounts)

						Net Earnings
								Per Share				Stock Price
				Gross Profit												Dividends Declared
		Net Sales				Amount		Basic		Diluted		High		Low
2010
	First	$	367,402	$	100,730	$	16,463	$	0.63	$	0.62	$	84.60	$	65.30	$	0.150
	Second(1)		481,559		128,646		17,115		0.66		0.65		88.08		74.08		0.165
	Third(1)		527,831		132,521		25,935		0.99		0.98		80.12		65.94		0.165
	Fourth(1)		598,713		157,677		34,866		1.33		1.32		88.18		70.46		0.165
Year		$	1,975,505	$	519,574	$	94,379	$	3.62	$	3.57	$	88.18	$	65.30	$	0.645
2009
	First	$	455,154	$	128,316	$	35,864	$	1.38	$	1.37	$	66.87	$	38.45	$	0.13
	Second		498,810		144,681		44,230		1.70		1.69		69.17		50.05		0.15
	Third		434,010		136,358		40,474		1.56		1.53		89.30		62.02		0.15
	Fourth		398,627		122,659		29,994		1.15		1.14		89.05		70.67		0.15
Year		$	1,786,601	$	532,014	$	150,562	$	5.80	$	5.73	$	89.30	$	38.45	$	0.58

        Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share may not equal the total for the year.

(1)

On May 12, 2010, we acquired 100% of the ordinary shares of Delta plc (Delta). Delta's operating results are included in fiscal 2010 starting May 12.

88

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

        None.

ITEM 9A.    CONTROLS AND PROCEDURES.

        The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Securities Exchange Act Rule 13a-15(f). 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 Company's internal control over financial reporting. The Company's management used the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on that evaluation, the Company's management concluded that the Company's internal control over financial reporting was effective as of December 25, 2010.

        The effectiveness of the Company's internal control over financial reporting as of December 25, 2010 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, a copy of which is included in this Annual Report on Form 10-K.

89

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Valmont Industries, Inc.
Omaha, Nebraska

        We have audited the internal control over financial reporting of Valmont Industries, Inc. and subsidiaries (the "Company") as of December 25, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2010, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 25, 2010 of the Company and our report dated February 23, 2011 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska
February 23, 2011

90

ITEM 9B.    OTHER INFORMATION.

Shareholder Return Performance Graphs

        The graphs below compare the yearly change in the cumulative total shareholder return on the Company's common stock with the cumulative total returns of the S&P Mid Cap 400 Index and the S&P Mid Cap 400 Industrial Machinery Index for the five and ten-year periods ended December 25, 2010. The Company was added to these indexes in 2009 by Standard & Poor's. The graphs assume that the beginning value of the investment in Valmont Common Stock and each index was $100 and that all dividends were reinvested.

91

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

        Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the sections entitled "Certain Shareholders", "Corporate Governance", "Board of Directors and Election of Directors", "Compensation Discussion and Analysis", "Compensation Committee Report", "Summary Compensation Table", "Grants of Plan-Based Awards for Fiscal Year 2010", "Outstanding Equity Awards at Fiscal Year-End", "Options Exercised and Stock Vested", "Nonqualified Deferred Compensation", "Director Compensation", "Potential Payments Upon Termination or Change-in-Control" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.

        The Company has adopted a Code of Ethics for Senior Officers that applies to the Company's Chief Executive Officer, Chief Financial Officer and Controller and has posted the code on its website at www.valmont.com through the "Investors Relations" link. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Ethics for Senior Officers applicable to the Company's Chief Executive Officer, Chief Financial Officer or Controller by posting that information on the Company's Web site at www.valmont.com through the "Investors Relations" link.

ITEM 11.    EXECUTIVE COMPENSATION.

        See Item 10.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

        Incorporated herein by reference to "Certain Shareholders" and "Equity Compensation Plan Information" in the Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        See Item 10.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

        The information called for by Item 14 is incorporated by reference to the sections titled "Ratification of Appointment of Independent Auditors" in the Proxy Statement.

92

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1)(2)    Financial Statements and Schedules.

        The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below:

Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm		43
	Consolidated Statements of Operations—Three-Year Period Ended December 25, 2010		44
	Consolidated Balance Sheets—December 25, 2010 and December 26, 2009		45
	Consolidated Statements of Cash Flows—Three-Year Period Ended December 25, 2010		46
	Consolidated Statements of Shareholders' Equity—Three-Year Period Ended December 25, 2010		47
	Notes to Consolidated Financial Statements—Three-Year Period Ended December 25, 2010		48 - 87
		The following financial statement schedule of the Company is included herein:
	SCHEDULE II—Valuation and Qualifying Accounts		94

        All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes. Separate financial statements of the registrant have been omitted because the registrant meets the requirements which permit omission.

(a)(3)    Exhibits.

Index to Exhibits, Page 96

93

Schedule II

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)

		Balance at beginning of period		Delta Acquisition		Charged to profit and loss			Deductions from reserves*			Balance at close of period
Fifty-two weeks ended December 25, 2010
	Reserve deducted in balance sheet from the asset to which it applies—
Allowance for doubtful receivables		$	5,905	$	3,124	$	939		$	(1,562	)	$	8,406
Allowance for deferred income tax asset valuation			4,529		204,470		(869	)		—			208,130
Fifty-two weeks ended December 26, 2009
	Reserve deducted in balance sheet from the asset to which it applies—
Allowance for doubtful receivables		$	5,269		—		932			(296	)	$	5,905
Allowance for deferred income tax asset valuation			8,753		—		(4,224	)		—			4,529
Fifty-two weeks ended December 27, 2008
	Reserve deducted in balance sheet from the asset to which it applies—
Allowance for doubtful receivables		$	5,990		—		533			(1,254	)	$	5,269
Allowance for deferred income tax asset valuation			7,386		—		1,367			—			8,753

*

The deductions from reserves are net of recoveries.

94

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of February, 2011.

VALMONT INDUSTRIES, INC.
By:	/s/ MOGENS C. BAY Mogens C. Bay Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ MOGENS C. BAY Mogens C. Bay	Director, Chairman and Chief Executive Officer (Principal Executive Officer)	2/23/11
/s/ TERRY J. MCCLAIN Terry J. McClain	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	2/23/11
/s/ MARK C. JAKSICH Mark C. Jaksich	Vice President and Controller (Principal Accounting Officer)	2/23/11
Walter Scott, Jr.*	Kenneth E. Stinson*
Glen A. Barton*	Stephen R. Lewis, Jr.*
Daniel P. Neary*	K.R. (Kaj) den Daas*
	Clark (Sandy) Randt*

*

Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this 23rd day of February, 2011. A Power of Attorney authorizing Mogens C. Bay to sign the Annual Report on Form 10-K on behalf of each of the indicated directors of Valmont Industries, Inc. has been filed herein as Exhibit 24.

By: /s/ MOGENS C. BAY
Mogens C. Bay
Attorney-in-Fact

95

INDEX TO EXHIBITS

Exhibit 3.1	—	The Company's Restated Certificate of Incorporation, as amended. This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 2009 and is incorporated herein by this reference.
Exhibit 3.2	—	The Company's By-Laws, as amended. This document was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 16, 2007, and is incorporated herein by this reference.
Exhibit 4.1	—	Credit Agreement, dated as of October 16, 2008, among the Company, Valmont Industries Holland B.V. and Valmont Singapore Pte. Ltd. as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Funding Fronting Lender, Banc of America Securities Asia Limited, as Singapore Loan Agent, Bank of America N.A. Singapore Branch, as Singapore Borrowing Funding Lender, and other lenders party thereto. This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 16, 2008 and is incorporated herein by reference.
Exhibit 4.2	—	Indenture relating to senior subordinated debt dated as of May 4, 2004 between Valmont, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association as Trustee. This document was filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 26, 2009 and is incorporated herein by this reference.
Exhibit 4.3	—	Supplemental Indenture dated as of March 3, 2010 to Indenture dated as of May 4, 2004 between Valmont, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association as Trustee. This document was filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 27, 2009 and is incorporated herein by this reference.
Exhibit 4.4	—	Indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association., as Trustee. This document was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 12, 2010 and is incorporated herein by this reference.
Exhibit 4.5	—	First Supplemental Indenture, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. This document was filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated April 12, 2010 and is incorporated herein by this reference.
Exhibit 10.1	—	The Company's 1996 Stock Plan. This document was filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 26, 2009 and is incorporated herein by this reference.
Exhibit 10.2	—	The Company's 1999 Stock Plan, as amended. This document was filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 26, 2009 and is incorporated herein by this reference.
Exhibit 10.3	—	The Company's 2002 Stock Plan. This document was filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 30, 2006 and is incorporated herein by reference.
Exhibit 10.4	—	Amendment No. 1 to Valmont 2002 Stock Plan. This document was filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 26, 2009 and is incorporated herein by this reference.
Exhibit 10.5	—	The Company's 2008 Stock Plan. This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 28, 2008 and is incorporated herein by reference.

96

Exhibit 10.6		—	Form of Stock Option Agreement. This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2008 and is incorporated herein by reference.
Exhibit 10.7		—	Form of Restricted Stock Agreement. This document was filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 27, 2008 and is incorporated herein by reference.
Exhibit 10.8		—	Form of Restricted Stock Unit Agreement. This document was filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated December 14, 2008 and is incorporated herein by reference.
Exhibit 10.9		—	Form of Director Stock Option Agreement. This document was filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 27, 2007 and is incorporated herein by reference.
Exhibit 10.10		—	The 2008 Valmont Executive Incentive Plan. This document was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 28, 2008 and is incorporated herein by reference.
Exhibit 10.11		—	Director and Named Executive Officers Compensation, is incorporated by reference to the sections entitled "Compensation Discussion and Analysis", "Compensation Committee Report", "Summary Compensation Table", "Grants of Plan-Based Awards for Fiscal Year 2010", "Outstanding Equity Awards at Fiscal Year-End", "Options Exercised and Stock Vested", "Nonqualified Deferred Compensation", and "Director Compensation" in the Company's Proxy Statement for the Annual Meeting of Stockholders on April 26, 2011.
Exhibit 10.12		—	The Amended Unfunded Deferred Compensation Plan for Nonemployee Directors. This document was filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated December 14, 2008 and is incorporated herein by this reference.
Exhibit 10.13		—	VERSP Deferred Compensation Plan. This document was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 14, 2008 and is incorporated herein by reference.
Exhibit 21	*	—	Subsidiaries of the Company.
Exhibit 23	*	—	Consent of Deloitte & Touche LLP.
Exhibit 24	*	—	Power of Attorney.
Exhibit 31.1	*	—	Section 302 Certification of Chief Executive Officer.
Exhibit 31.2	*	—	Section 302 Certification of Chief Financial Officer.
Exhibit 32.1	*	—	Section 906 Certifications.
Exhibit 101		—	The following financial information from the Company's Annual Report on Form 10-K for the year ended December 25, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders' Equity, (v) Notes to Condensed Financial Statements (tagged as blocks of text).

*

Filed herewith.

        Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to the registrant's long-term debt are not filed with this Form 10-K. Valmont will furnish a copy of such long-term debt agreements to the Securities and Exchange Commission upon request.

        Management contracts and compensatory plans are set forth as exhibits 10.1 through 10.13.

97

EX-21

Exhibit 21

SUBSIDIARIES OF VALMONT INDUSTRIES, INC.

Name of Subsidiary	State or Country of Incorporation
George Industries, Inc.	California
Lampadaires Feralux, Inc.	Canada
Matco Sevices, Inc.	Delaware
PiRod, Inc.	Delaware
Stainton Metal Co, Ltd.	United Kingdom
Tehomet Oy	Finland
Tehomet Baltic Ou	Estonia
Valley Irrigation South Africa,(PTY) Ltd.	South Africa
Valmont Australia Irrigation Pty. Ltd.	Australia
Valmont Group Holdings Pty. Ltd.	Australia
Valmont Coatings, Inc.	Delaware
Valmont France S.A.S.	France
Valmont Monterrey S. de R.L. de C.V.	Mexico
Valmont Industria e Comercio, Ltda.	Brazil
Valmont Industries (China) Co.,Ltd.	China
Valmont Industries (Guangdong), Ltd.	China
Valmont Industries (Shandong), Ltd.	China
Delta EMD, Ltd.	South Africa
Valmont Industries de Argentina S.A.	Argentina
Valmont Industries Holland B.V.	The Netherlands
Valmont International Corp.	Texas
Valmont Investimentos Ltda.	Brazil
Valmont Middle East FZE	United Arab Emirates
Valmont Mitas Poligon Demir Celik Endustri Anonim Sirketi	Turkey
Valmont Newmark, Inc.	Delaware
Industrial Galvanizers America Holdings, Inc.	Delaware
Valmont Nederland B.V.	The Netherlands
Delta Electrical & Engineering B.V.	The Netherlands
Valmont Polska Sp.z o.o	Poland
Valmont Queensland Pty. Ltd.	Australia
Valmont S.A.U.	Spain
Valmont Sarl	Morocco
Valmont Singapore Pte. Ltd.	Singapore
Valmont Structures Private Limited	India
Valmont U.K. Ltd.	United Kingdom
Valmont West Coast Engineering LTD	Canada
Westcoast Engineering Group, Ltd.	Canada

Delta Ltd.	United Kingdom
West Coast Engineering, Inc	Washington

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-21680, 33-57117, 333-02785, 333-64170, 333-78017, 333-83251, 333-87432, 333-136071, and 333-150781 of Valmont Industries, Inc. on Form S-8 and Registration Statement Nos. 333-59912 and 333-165926 of Valmont Industries, Inc. on Form S-3 of our reports dated February 23, 2011, relating to the consolidated financial statements and financial statement schedule of Valmont Industries, Inc. and the effectiveness of Valmont Industries, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Valmont Industries, Inc. for the fiscal year ended December 25, 2010.

/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska

February 23, 2011

EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned Directors of Valmont Industries, Inc., a Delaware Corporation, hereby constitute and appoint Mogens C. Bay as attorney-in-fact in their name, place and stead to execute Valmont’s annual report on Form 10-K for the fiscal year ended December 25, 2010, together with any and all subsequent amendments thereof in their capacity as Director and hereby ratify all that said attorney-in-fact may do by virtue thereof.

DATED this 22nd day of February, 2011.

/s/ Glen A. Barton	/s/ K. R. (Kaj) den Daas
Glen A. Barton, Director	K. R. (Kaj) den Daas, Director
/s/ Stephen R. Lewis, Jr.	/s/ Daniel P. Neary
Stephen R. Lewis, Jr., Director	Daniel P. Neary, Director
/s/ Clark T. Randt, Jr.	/s/ Walter Scott, Jr.
Clark T. Randt, Jr., Director	Walter Scott, Jr., Director
/s/ Kenneth E. Stinson
Kenneth E. Stinson, Director

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Mogens C. Bay, certify that:

1.

I have reviewed this annual report on Form 10-K for the year ended December 25, 2010 of Valmont Industries, Inc.;

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

d)

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

5.

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

a)

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

b)

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

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

Date: February 23, 2011

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Terry J. McClain, certify that:

1.

I have reviewed this annual report on Form 10-K for the year ended December 25, 2010 of Valmont Industries, Inc.;

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

d)

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

5.

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

a)

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

b)

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

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

Date: February 23, 2011

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

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

        The undersigned, Mogens C. Bay, Chairman and Chief Executive Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended December 25, 2010 (the "Report").

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

1.

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



2.

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

        IN WITNESS WHEREOF, the undersigned has executed this certification as of the 23rd day of February 2011.

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

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

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

        The undersigned, Terry J. McClain, Senior Vice President and Chief Financial Officer of Valmont Industries, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended December 25, 2010 (the "Report").

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

3.

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



4.

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

        IN WITNESS WHEREOF, the undersigned has executed this certification as of the 23rd day of February, 2011.

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