Jeff Laudin - Manager, IR Mogens Bay - Chairman and CEO Terry McClain - SVP and CFO Mark Jaksich - VP and Corporate Controller

Arnie Ursaner - CJS Securities Sean Williams - BB&T Capital Markets Brian Drab - William Blair John Braatz - Kansas City Capital Ryan Connors - Janney Montgomery Scott Brent Thielman - D.A. Davidson Jeff Beach - Stifel Nicolaus

Good morning. My name is Jessica and I’ll be your conference operator today. At this time I’d like to welcome everyone to the Valmont Industries’ Second Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. (Operator Instructions) Thank you. Jeff Laudin, Manager of Investor Relations, you may begin your conference.

Thank you, Jessica. Welcome to the Valmont Industries’ second quarter 2011 earnings conference call. With me today are Mogens Bay, Chairman and Chief Executive Officer; and Terry McClain, Senior Vice President and Chief Financial Officer; and Mark Jaksich, Vice President and Corporate Controller. Before we begin please note, this discussion is subject to our disclosure on forward-looking statements which applies to today’s talk and will be read in full at the end of this call. The instructions for accessing a replay of this call can be found in our press release. I’d now like to turn the floor over to our Chairman and Chief Executive Officer, Mogens Bay.

Thank you, Jeff, and good morning everyone and thank you for joining us. I trust you all read the press release, I’ll focus on some of the highlights for the quarter. The main drivers of second quarter operating performance was a substantial improvement in Irrigation Segment sales and profitability and the contribution of the Delta acquisition for an additional about half of the quarters time. In our Structural businesses, the market challenges of overcapacity and difficult pricing that I mentioned last quarter continued to pressure margins. During the quarter we acquired the remaining 40% minority stake in Donhad that we did not own. Donhad is the grinding media business in Australia. We also refinanced the $150 million worth of debt. The opportunity to assume a 100% ownership of Donhad arose from a change in Donhad’s minority partner. OneSteel inherited a 40% stake in Donhad when they acquired another large grinding media company. As a result the Australian regulator mandated they divest their share in Donhad. As owners during the last year, we have found Donhad’s operating characteristics and capital returns attractive. It's exposure to the mining industry is appealing. They are leading competitor in their market and we are convinced it's a good opportunity at an attractive price. Below the operating income line three non-recurring items had an impact on net earnings. First, was a tax benefit associated with our increased investment in Donhad; second was a benefit related to tax contingency items for Delta; and third, was a transaction expenses for the debt refinancing. The net benefit of these three items contributed $0.14 per share to net earnings for the quarter. The refinancing enabled us to take advantage of the current historically low interest rate environment while extending the maturity from 2014 to 2020. Our all in interest rate on the new debt is 5.65% and the expected interest expense savings for this transaction will outweigh the redemption costs. What do we do with all the cash? Our first priority remains to grow our businesses. Our global markets for our products are large and growing. Within our existing businesses and as a result of our corporate development efforts we see great potential for continued growth. Acquisition timing is of course unpredictable. We are comfortable to keep our powder dry while waiting for the right opportunities. We expect to continue our dividend policy of paying out a modest portion of earnings. The Irrigation Segment had a record quarter. The sales gains were broad based with both North America and international regions logging strong increases. Farmers' optimism was boosted by the prospect of record net farm income and they increased their investment to become even more productive. We benefitted from that. Since 2008, our Irrigation business has made great progress in their lean transformation. As a result we were much better prepared for strong uptick in volume and the current environment which translated into great operating leverage. In the Utility Support Structures Segment, North American volumes were substantially higher, international sales were lower than last year due to a lack of large project business. Despite the overall volume gains, the operating income quality did not improve, because we are working through the backlog of orders taken when the pricing environment was very difficult. Order intake and bid activity continue to improve. Our backlog is building. We expect the quality of earnings to improve in this business in the second half and if the current trend continues we would expect to be at mid teens operating income margin for this business in 2012. In the Engineered Infrastructure Products Segment the higher revenue number was mainly the result of the Delta acquisition. In the North American lighting and traffic business the lack of a multi-year highway bill, state and local budgetary pressures and weakness in the Canadian markets lower sales. This is still and will continue for sometimes to be a very tough market. Wireless communication sales improved in North America. In Europe, sales rose with some regions benefitting from stimulus programs while others faced fiscal restraint. Globally, margins were pressured by material cost increases combined with pricing pressure. Our North American Coatings business benefitted from improved industrial demand, exposure to the agricultural economy and higher internal volumes. International Coating sales and earnings were also higher. Turning to other financial measures. Movement in the balance sheet mostly reflect the increased business volumes. Inventories increased compared to last year due to increased activity levels in irrigation and seasonal build up in the structural businesses. Depreciation and amortization for the quarter was $19 million and capital expenditures were $13 million. At the current time we expect in 2011 capital spending of 60 to 70 million which includes our new plant in China. Looking towards the rest of the year, the main drivers of improvement will be strengthening Utility demand and our expectation for continued robust Irrigation markets. Additionally, in the Engineered Infrastructure Products Segment we expect that the combination of some volume increases and aberrational improvements should result in a meaningful increase in the quality of their earnings. We now expect reported earnings per share in the range of 5.70 to 5.90. Despite the current challenges of raw material inflation and competitive pricing environment and reduced government funding for infrastructure in many parts of the world, we are clearly benefiting from our broad geographic and product line diversification within infrastructure and agriculture. We are exposed to the positive market conditions in our Irrigation, Utility and Coatings businesses and we have good exposure to international markets especially Asian and Australian economies. Long-term our growing world population and economic growth provide excellent support for positive outlook for sustainable growth of the consolidated businesses. We thank you for your attention. I will now take your questions.

(Operator Instructions) Your first question comes from the line of Arnie Ursaner from CJS Securities. Your line is now open. Arnie Ursaner - CJS Securities: First is just a technical question. Embedded in your guidance, what tax rate are you assuming, please?

What’s in the guidance for the rest of the year is 34% tax rate. I think if you take those two items that affected us in the second quarter back those out, I think the effective rate is about 33 in total. So, we are expecting that return to where we were before. Arnie Ursaner - CJS Securities: Thank you. Mogens, my question relates to the Utilities segment. You clearly had a pause a year or so ago when Utilities were looking at declining trends in electric consumption. And it seems like we've got quite a meaningful change underway in the business. You mentioned margins were impacted by work that you took on when pricing was particularly unfavorable. Can you remind us how quickly you move your backlog out? And the work that you are signing in Q2 and Q3 when do you expect that work to begin? And since you gave a margin view for next year, obviously you've got a pretty good idea the margins are poised for improvement.

Yes, maybe the best way to answer it in the aggregate is that for the first half of this year we will be in operating it about 10% operating income margin. We expect for the second half of this year to move I’d say about half way from 10% to mid teens and I expect those next year for the year to operate at mid teens. Arnie Ursaner - CJS Securities: Okay. And, again, you just remind us the work you are doing, how quickly it gets completed from backlog, because my sense is you're looking at much larger, almost multi-year projects.

Well, in some project it multi-year, some projects out a quarter or two and some projects are over the next three or four quarters. It all depends on the project but of all our businesses Utility is the one we probably have the best visibility too. I have to say on aggregates the backlog probably goes through in 5 or 6 months.

Your next question comes from the line of Sean Williams from BB&T Capital Markets. Your line is open. Sean Williams - BB&T Capital Markets: Great quarter here. I wanted to go through a couple of pieces, though. Within Coatings, could you guys talk a little bit about what you are seeing in terms of the competitive environment, especially on the zinc pricing? And then maybe talk a little bit also in terms of what we could maybe expect in terms of volume levels in the back half of the year. I know that, obviously, that thing is skewed by the Delta acquisition. But organic rates kind of low-double digits is that plausible for the back half of this year?

Well, I’d say that in general the environment in the Coatings business has been pretty positive. The pricing environment has been not unattractive and the operating income percent of this you can see has been pretty good. I think for the second half which is expect more the same. I think we are going to see the second half hopefully reflect what we saw on the first half including the Delta businesses. So, we have seen good improvement also in Asia Pacific area in the Coatings business. So, I’d say by and large more the same. Sean Williams - BB&T Capital Markets: When should we actually see year-over-year improvements in operating margins within Coatings? Are we going to have to anniversary the Delta acquisitions before we start to see some leverage there? Or do you see that margin potentially kind of flat-lining for the next couple of quarters?

Well, I’d say first of all there is not leverage opportunities within our Coatings business in the sense that you don’t move product around very much. Each geographic area has its own characteristics when it comes to volume and pricing. Now we may see some opportunities of improving profitability as a result of sharing best practices across the North American units and also between North America and international units, but I don’t think that we should expect the operating income in that business to continuously go from 21 to 22. This is a business that’s operating I think at very good margins and you may see some small changes up or down overtime mainly as a result of pricing and maybe transfer of best practices, but don’t expect any big change in the profitability of this business. Sean Williams - BB&T Capital Markets: Okay. And then, as a follow-up on your comments, you continued to focus cash on growing the business. Can you just talk about what you are seeing in terms of the acquisition pipeline, the number of deals, the valuation that you are seeing? And then also maybe just remind us where you are currently targeting at. In the past, I think that has been within EIP. Has that continued to be the focus? Maybe just some additional color there would be helpful.

Well, I’d say that we continue to build the pipeline, we continue to identify and look at potential acquisition candidates. I’d say it's a broad look, it is in the pole businesses, it's in the Coatings business, it's in the new platforms that we acquire through Delta highway safety and access systems. But I’d say it is not something where well I’d say by next quarter we will have something interesting to report on. We are building the pipeline, we have lots of conversations going, but as you know you can never predict when and how these things will evolve.

Your next question comes from the line of Brian Drab from William Blair. Your line is open. Brian Drab - William Blair: First question is just, Mogens, can you update your comments that you have made on the last two conference calls? On the first quarter conference call you mentioned that you saw 200 million in orders in the Utility business that are moving into the backlog. Can you update us on where that is today, any color on the backlog?

Yes, I can give you color but not numbers, well I could give you numbers but I’m not going to do that, we are usually giving backlog numbers by year-end. But I can tell you that the backlog in the Utility business continues to move in the right direction. So, it's a stronger backlog today than when we talked at the end of the first quarter. Brian Drab - William Blair: Okay. And are you seeing strength in particular regions within North America, and different geographies stronger than others?

No. I mean these projects they are from various parts of North America. I’d say we have seen more strength in North America than we are on the international businesses. So, most of the improvement in that business is going to come from North America over the foreseeable future. Brian Drab - William Blair: Any uptick, given the weather-related events in the South, first half of this year?

Nothing meaningful.

Your next question comes from the line of John Braatz from Kansas City Capital. Your line is open. John Braatz - Kansas City Capital: Typically, the Irrigation business sort of shuts down in May. Obviously, it has been a strong quarter for Irrigation. What are you seeing domestically in terms of sustained activity as we go through the seasonally slow period? How much stronger is it than it typically is?

Well, you are right that the season this year probably got extended beyond what we normally see because of the strong activity levels. I’d also say that we have had compared to last year more storm damage and products business later in the season. As you know a whole brand new season starts early in the fall as they are getting ready to harvest, but based on the current environment of commodity prices and general farm income there is really nothing out there that would say that the markets would weaken. We expect also in our guidance for the rest of the year continued strong Irrigation comparisons for the rest of the year and that would include the traditionally slow third quarter. John Braatz - Kansas City Capital: Okay. Do you think maybe the indecision or the uncertainty surrounding the ultimate fate of ethanol subsidies might have an impact on some purchasing decisions as we move through the latter part of this year?

Probably, but it is very difficult to determine to what extent, depending on who you talk to you can get a lot of different opinions as to what may happen with ethanol, but I’d say in the overall scheme of global agriculture it's not overly significant. John Braatz - Kansas City Capital: Okay. And then one last thing internationally, how much stronger or weaker internationally is the Irrigation business versus domestic business?

I’d say we have seen robust growth both internationally in North America and I’d say early on when we started seeing the uptick I think North America was a little ahead of international but international is catching up.

Your next question comes from the line of Ryan Connors from Janney Montgomery Scott. Your line is open. Ryan Connors - Janney Montgomery Scott: I wanted to stay on the Irrigation business, if we could, and just get your longer-term take on the cyclicality of that business going forward. Given that the business has contributed about half of the operating income of the company so far in 2011, I think a key issue looking into 2012 is, what does Irrigation look like? Is it still a cyclical business in your view that ultimately will see a decline before it moves higher over time? Or do you think we should be extrapolating this basic run rate of sales indefinitely?

The Irrigation business has always been the cyclical business because agriculture is a cyclical business. If you take our history and you go back 40 and 50 years the Irrigation business basically has one and 10 year cycles. And if those cycles continue we are not through the up cycle now. Now there is debate going on as to where the change in the balance between world food production and demand has changed enough so that you will see less cyclicality. Now I can make an academic determination that that could be the case. But I’d been in the Irrigation business long enough not to over think it. There are so many things affecting the farmer’s decision making and some of them are directly related to the income levels and what happens in commodity prices, but some also the economy in general. I mean two years ago when the Irrigation business had a down cycle was mainly because of the economic financial crisis that just also impacted farmers appetite for new investment. So, it's a very different question to answer with any certainty. I don’t think agriculture will completely stop to be cyclical but I think that the long-term drivers of water conservation and the world’s capability to continue to increase its production of agricultural products in line with the increased demand may dampen the cycles. That’s (inaudible) I can do. Ryan Connors - Janney Montgomery Scott: Well, it's interesting to get your take on it; I appreciate that. And my second question had to do with procurement. Do you procure raw materials, most importantly steel, as a consolidated entity, or do some of the segments and business lines procure independently on those things?

In general we have a corporate purchasing organization that is very knowledgeable all have been specialized on steel. And they assist our business units worldwide in their steel purchases. Ryan Connors - Janney Montgomery Scott: Okay. And then just to follow on to that are you able to disclose, if you are able to, are there any significant steel contracts, say, rolling off in the near-term in any of the specific business lines?

I wouldn’t say that I’d say after couple of quarters of increased steel cost the general feeling is that steel prices will moderate over the next couple of quarters and that’s what our expectations are.

Maybe I could clarify a little. In general we look out a quarter and work with our steel vendors on a quarter basis. You referred to contacts and we really don’t have, we have agreement maybe for a year in terms of basic tonnage and basic direction, but most of the negotiations is on a quarterly basis.

(Operator Instructions) Your next question comes from the line of Brent Thielman from D.A. Davidson. Your line is open. Brent Thielman - D.A. Davidson: Can you put any color, either qualitative or quantitative, around your backlog in EIP? And is the better operational performance you are expecting a function of what you're doing internally or demand or some leveling in raw material prices? Maybe a little more color there?

Yes, I’ll give some color. I’d say that our businesses particularly North American traffic and lighting businesses have made significant progress internally in driving down cost and driving up productivity. We should get into a seasonal optic in volume that will benefit throughput and therefore will get some leverage. I do not expect that we will see any improved pricing, but I do expect that the leveling off of steel prices will ease some of the pressure and the combination of those three things is what leads us to believe that we will see a meaningful improvement in the quality of earnings of that segment in the third and fourth quarter. Brent Thielman - D.A. Davidson: Is low double-digit margins still out of the question, just given the environment?

I’d say that we need help from the marketplace to get to double-digit operating income, but we should see a meaningful improvement based on compared to what we have seen in the first and second quarter. Brent Thielman - D.A. Davidson: Sure. And then just a second question on international utility orders, are you seeing any new opportunities there? And can you remind me of sort of what the margin profile looks like on those international utility projects?

Well, I’d say that internationally since the business is substantially in total small of the North America it is more of a lumpy business because some of them are sizeable projects and you can’t predict when they will actually happen. And I think we are going to see more of the same. I think we will see probably overtime continuous improvement in the activity levels international, but compared to the North American activity levels in this business is still not at a very high percentage.

Your next question comes from the line of Jeff Beach from Stifel Nicolaus. Your line is open. Jeff Beach - Stifel Nicolaus: Can you give us some color on the other operations? You had a nice operating income uptick there in some of the different businesses that go into that category.

Yes, in the other category you have our tubing business which continues to operate very well, it has good quality of earnings also around 20% operating income and they have benefitted particularly from the strong agricultural economy which they serve. The Donhad businesses are in that area too and they have been performing satisfactory. Those are the two main businesses and other. Then we have the smaller manganese businesses in South Africa where we are still in the process of divesting all of the Delta EMB and that process is moving forward, when it's going to happen is difficult to predict, but it's not a business that makes a big impact one way or the other in the profitability. Jeff Beach - Stifel Nicolaus: And just as a follow-up on Donhad, you have owned it, increasing your equity ownership probably didn't require or didn't cause any fees or anything like that in the quarter. But are you going through any integration, anything in Donhad that would lead to margin improvement over the next let's say through 2012?

Well, first of all having been the 60% owner we already controlled the management of that business. So, all we did was buying out a minority owner at what we thought was an attractive price. The change in Donhad performance hopefully in a positive sense over the next couple of years is not a result of any integration issues is a result of taking advantage of the marketplace and focusing on improving their business internally. The mining business is a good area to in an Australia, they have billions of dollars being invested in new mining development and hopefully we will get an opportunity to improve our business as part of that.

Your next question comes from the line of Brian Drab from William Blair. Your line is open. Brian Drab - William Blair: These might be questions for Mark, but just a couple of quick ones. Can you tell us what total Delta sales were in the second quarter of 2011?

Well, I can give you what the increase was, in third of last year, and you will see that in the Q it was about 85 million. Last year it was basically half a quarter. So, this year because we have it for the fourth quarter the increase of the figures that are consolidated numbers by these 85 million. Brian Drab - William Blair: Okay, thank you. And cash flow in the quarter in terms of operating cash flow or free cash flow?

Cash flow was not yet completed but the operating cash flow was going to be better than what it was in the first quarter, there were a few cash outlays this quarter that would effect that firstly, we made our annual contribution to the Delta pension plan, and that was collectively I believe about $11 million plus we have some interest payment ahead the second quarter as well. And of course the Donhad, the Donhad purchases as investing cash flow and that’s about $25 million. But we are not quite completed with the cash flow yet in particular in the details and that’s (inaudible). Brian Drab - William Blair: And then, if I could, impact of foreign exchange in the quarter on the top line?

I don’t have that directly, there was some positive effect I think in general the overall average rates were generally a little stronger than those currencies vis-à-vis the U.S. dollar, but I wouldn’t consider to be an overly material impact from the quarter.

(Operator Instructions) Your next question comes from the line of Arnie Ursaner from CJS Securities. Your line is open. Arnie Ursaner - CJS Securities: I've got a couple of follow-ups for Mark. Mark, what was the LIFO impact in the quarter?

LIFO impact for the quarter was not in line. I think it was maybe a little bit worth a $1 million. We had a much larger impact in the first quarter and second quarter steel prices in general point to point moderated basically but not tremendous amount of change between the end of the first quarter at the end of second quarter. Arnie Ursaner - CJS Securities: Okay. The corporate expense line was much higher than you thought it would be a quarter or so ago. Were there specific items in there you would care to comment on? And how should we think about the rest of the year?

Well, I think we told last quarter Arnie, it was about 12.5 million I think on a quarterly run rate. And the lion share of that increase was incentives. As we have increased our projections and internal works at the incentive plans we have increased our (inaudible). Arnie Ursaner - CJS Securities: Okay, so you fully have captured the increased guidance, if you will? It's not that we're going to have a catch-up later in the year? You have caught up now, at this point?

The only wild card in there is long-term plans and how that affect stock price, but we don’t know what that is yet.

But on the most part Arnie yes, we have captured it in the second quarter. Arnie Ursaner - CJS Securities: Okay. You mentioned your CapEx includes China. What is your status in India, where I know you are building a plant?

It was India.

There is that we expect startup in the first quarter of next year of the pole plant [and we are] joining galvanizer.

Arnie I think we stated 13 million as the capital expenditures that was 17. Arnie Ursaner - CJS Securities: Got it. But that still does not include any contribution this year from India?

No. And that’s going to be a slow start up like we saw in China many years ago. We are planting a seed and we are developing a business but I’d not count on meaningful contributions from India for a while. Arnie Ursaner - CJS Securities: Okay. And then the final question I have is, you obviously now have increased your ownership position in Donhad. What impact did that have on your guidance for the year? How is that going to impact the balance of the year?

That’s correct. I mean in terms of minority interest share was we certainly adjusted in our projections the impact of having 100% ownership in Donhad. Arnie Ursaner - CJS Securities: Is there any way you can quantify that?

I’m not even sure what’s those numbers are, it would be hard for me to even guess based on what I have in front of me right now. Arnie Ursaner - CJS Securities: Perhaps asking it a different way, is the majority of the increase in your guidance due to strength in Utility and Irrigation, or is Donhad more of a factor?

Donhad is a minor factor. The vast majority of our increased projection for the year is Utility and Irrigation.

There are no further question at this time. I will turn the call back over to the presenter.

Thank you, Jessica. This concludes our call. We thank you for joining us today. This message will be available for playback on the internet or by phone to the next week. We report to speaking to you again next quarter. And at this time Jessica, we will read our disclosure on forward-looking statements. Thank you.

Included in this discussion are 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 which Valmont 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. As you listen to and consider these comments, you should understand that these statements are not guarantees of performance or results. They involve risk, uncertainties, some of which are beyond Valmont’s control and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’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 Valmont’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 material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes in domestic and foreign governments. The company cautions that any forward-looking statement included in this discussion is made as of the date of this discussion and the company does not undertake to update any forward-looking statements. This concludes today’s conference call. You may now disconnect.