Jeffrey S. Laudin, IR Mogens C. Bay, Chairman and CEO Mark C. Jaksich, VP and Controller

John Schaffer - Credit Suisse Arnold Ursaner - CJS Securities Carter Shoop – KeyBanc Aaron Reeves – BB&T Capital Markets Brent Thielman – D.A. Davidson Brian Drab – William Blair Jeffery Beach – Stifel Nicolaus

Good morning. My name is Steve, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Valmont Industries, Inc First 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. I'll now turn the call over to Jeff Laudin, Manager of Investor Relations. Please go ahead.

Welcome to the Valmont Industries' First Quarter Earnings Conference Call. With me today are Mogens Bay, Chairman and Chief Executive Officer; 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 the call. The instructions for accessing a replay of this call can be found in our press release. I would 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 have all read the press release, so I will focus on some of the highlights for the quarter. The main driver of first quarter results was operating leverage across the board. Irrigation and Utility businesses were particularly strong. The current markets for these two industries continued to show good strength and our factory is operated well and productivity was high. In the Irrigation segment, the macro environment is probably as positive as we have ever seen it. The North American farm economy remains strong, dry weather in the Midwest, this winter raised concerns about soil moisture for spring planting and slowed sales. An increase in the global demand for feed grains is being probably driven by growing emerging middle class in Asia. Demand is keeping global crop commodity prices firm. Farm income at high levels and investment in productivity enhancing tools attractive for the farmer. When you look how decades from now, global population growth would put enormous pressure on agriculture to grow enough food to meet demand. Laid on top of this, basic demands, the dietary improvement that accompanies economic growth then as societies’ desire for more energy from biofuels and you must conclude that it is clear that production of agriculture faces challenges to continue to meet the demand. Add to this the competition for fresh water between the needs of agriculture industry and households and you are left with a very compelling scenario to have a positive outlook for the long term goals of our Irrigation business. Having said that, cyclicality is probably not a thing of the past in agriculture. Short term influences such as growing conditions, weather patterns, demand fluctuations, agriculture policy and general economic conditions throughout the world will continue to dictate short term results. Currently, most aspects of that external environment are favorable. In the utility support structure segment last project shipments for the North American transmission grid drove our results. The size of the opportunity in Utility market continues to grow. It is estimated at thousands of miles of new transmission infrastructure will be added to the grid over the next 10 years. This comes as no surprise, this opportunity is attracting new competition and capacity as a consequence while the pricing environment is improving it still remains competitive. Internationally, we are investing to expand current and to develop new markets. We consider the global transmission and distribution line markets as significant long term growth opportunities for our company. Profitability in the Engineered Infrastructure Products Segment improved due to increased sales and the associated operating leverage further supported by moderating input cost. One of the challenges facing this segment remains lack of sponsorship for long term highway investments in North America. At the state level, there seem to be not enough funding available for long term projects without federal matching funds. In Europe, although volumes improved in our pole businesses, the markets remained challenging. Our industrial gratings and access systems in highway safety products businesses in the Asia-Pacific region further contributed to the improvement in segment results. Significant investments in the mining industry in Australia are a strong driver of the industrial economy in the region. While we are not happy with the current level of profitability in this segment. We are encouraged by the improving performance and expect further improvements in the profitability of the Engineered Infrastructure Products Segment as the year progresses. Our North American Coatings business benefitted from increased volume, good productivity and some what low input costs. International coatings revenues and earnings improved due to favorable comparisons in Australia. Last year the Australian coatings business was negatively impacted by severe weather during the first quarter. This segment continues to execute very well in an economy which is still very sluggish in many parts of the world. The performance of those businesses categorized in our other also improved compared over last year. Our tubing business in the US had a record quarter and the grinding media business in Australia also showed good improvement. Turning to all the financial measures, corporate expenses grew due to increased incentives and a $1.2 million stamp tax in Australia related to last year’s legal entity reorganization. The tax rate for the quarter increased from 33.9% to 35.3% due to a higher mix of US earnings. Inventories increased compared to last year in line with the higher activity levels particularly in the irrigation and utility. Depreciation and amortization for the quarter was 17 million and capital expenditures were 21 million. At the current time we expect depreciation at about 70 million for the year and our capital spending plans have increased in part due to additional capacity needs for utility, therefore we now expect capital spending of around 100 million in 2012. In summary, our businesses are performing well where the markets are strong our people are responding well, where we are facing more challenging market conditions we focus on the factors within our control. As we look towards the remainder of the year, we see continued strength in the utility market further improvement in the Engineered Infrastructure Segment and continued strong performance in our coatings business. As it relates to irrigation the drivers continues strong, but the current selling season in North America is coming to a close. Over the summer months, we will get a better feel for the new selling season. We had a very strong first quarter as we predicted last time we talked and while we expect positive operating comparisons for the remainder of the year we do not expect to compare since for the last three quarters to be at the same magnitude as we saw in the first quarter. We currently expect full year earnings to exceed $8 per share. This concludes our prepared remarks and we will now take your questions.

(Operator Instructions) The first question comes from the line of Julian Mitchell from Credit Suisse, your line is open. John Schaffer - Credit Suisse: Good morning. I guess my first question is just it seems like the weather had a significant impact this year and will continue to have an impact on the business. How can we quantify the impact that the weather is having and think about it going forward for the remainder of the year?

Well, usually weather is only a potential negative in the first quarter in the heavy winter months and this year particularly in North America we had very favorable conditions. So, we were able to ship without interruptions. We didn’t have to close down plants because of blizzards, snow storms and we didn’t have the expense associated with cleaning them up. It is very difficult to quantify in this country how much that really added to the bottom line. I would guess that some shipments that normally would have been postponed into the second quarter because of weather delays did ship in the first quarter, but it is tough to say exactly how much and probably the same in the Irrigation business. We could get in the fields and install equipment that often is not the case. John Schaffer - Credit Suisse: Great. And then just an unrelated followup. It seems like you are gaining really good volume outlook in the Utility business. Is pricing following or you seeing some weakness to a degree in pricing and expect that to improve or how do you see pricing playing out in the Utility business?

Well, we see a generally slightly more favorable pricing environment. What I said in my prepared remarks, this industry has attracted new interests from players that normally do not participate and particularly on large projects and particularly on tender type projects. We continue to see quite a bit of pricing, so the operating income levels can fluctuate from quarter to quarter depending on what projects get delivered in that quarter and then what price levels we secure those projects. I would still say that over time we are still expecting that business to deliver about mid-teens operating income percentage, but it can move a couple of percentage depending on projects in any given quarter. John Schaffer - Credit Suisse: Great. Well thanks a lot and congratulations on a good quarter.

Thank you.

(Operator Instructions) And your next question comes from the line of Arnie Ursaner from CJS Securities. Your line is now open. Arnold Ursaner - CJS Securities: Good morning Mogens. Congratulations. Can you comment on the directional trend of backlog, I know you only give actual numbers at the end of the year, but the directional trend of backlog and the margin of work you have in backlog, it sounds like you are working off some lower margin things that had been put in backlog when things were even more competitive. So, if you could comment on both of those please.

I presume you’re referring to the Utility business? Arnold Ursaner - CJS Securities: Yes, I am sorry yes.

Utility business backlog continues to increase and we are seeing a generally more favorable pricing environment; however, we still decide to take projects at margins that are maybe less than what we would do for strategic reasons or because it is customer relationships we had for a long time. Arnold Ursaner - CJS Securities: And isn’t again a fairly high degree of engineering content, are other people not just building physical capacity but expanding their engineering content to be more competitive with you or is that less of an issue these days?

Now, I would say probably if you want to enter this industry you have to have both capacity and you have to have engineering capacity also, but some of the players that have already been in the industry of course are also adding capacity in this industry. Arnold Ursaner - CJS Securities: My final questions are on the corporate expense and the inner segment. Inner segment had a very sizeable jump and you had a much lower margin in engineered typically when you are really swamped in irrigation and other businesses. You shift some capacity work over, was that the reason why inner segment was so high and one factor impacting the margin in engineered support? Mark C. Jaksich: Arnie this is Mark Jaksich. I can’t speak to the margins in the Engineered Structures, but the big increase in intersegment sales were utility structures coming out of one of our EIP plants in North America to utility and so that has handled this inner segment sale. So, in (inaudible) essence it’s an internal outsourcing if you will. Arnold Ursaner - CJS Securities: Got it. And on the corporate expense line which you mentioned, you had a $1.2 million tax embedded in that and also higher incentives. You had been guiding to a lower number for the full year so should we – how do we think about the final three quarters of the year for corporate expense? Mark C. Jaksich: I think the guidance is generally in line with what we have told you before. There is probably a couple of million dollars of incentives partly due to stock price depreciation, the stamp duty that we mentioned earlier and also there was about a million dollar movement in those deferred compensation, liabilities, the offsetting benefit to that went through other income, that is why you see the increase in that particular line as well. So, if you take those things into consideration I think we are more or less in line with what previous guidance was. Arnold Ursaner - CJS Securities: Thank you very much.

Your next question comes from the line of Carter Shoop from KeyBanc. Your line is now open. Carter Shoop – KeyBanc: Good morning. Thanks for taking my question. Can you just touch some of the factor that resulted in irrigation, significant increase in operating margins for 4Q ’10 levels?

If I understand you question right, you are referring to the fairly high operating income percentage in the Irrigation business in the first quarter. When that business gets very busy and the clients get very loaded and they operate the plants very efficiently and all of that happens we get good leverage in that business. So, I would say that the higher operating income percentage in that business is not the result of improved pricing in general in the market place, it is a result of improved operational efficiencies leverage. Carter Shoop – KeyBanc: Again as a followup question, can you provide an update on the acquisition pipeline?

I can just say that we continue to look. There is nothing on the drawing board right now of any significance. There is lots in the pipeline, but nothing that we are ready to talk about. So, we continue to look at acquisitions and the key is to find them at a value where they will feed our cost to capital. Carter Shoop – KeyBanc: Thank you.

Your next question comes from the line of Schon Williams with BB&T Capital Markets. Your line is now open. Aaron Reeves – BB&T Capital Markets: Thanks. Good morning. This is Aaron Reeves sitting in for Schon. I just had a few questions. The first one was really about guidance. I know you had a very healthy, upward revision in your guidance for the full year, looking at EPS. And just given, what we consider to be a fairly large jump in guidance, what were some of the factors that maybe have caused you to want to raise that number, especially since you just issued guidance, maybe a couple of months ago. So, what were the big things that kind of moved the needle there?

Well, I would say that, you know, normally when you have a portfolio of businesses, you see better traction in some than in others. And in this quarter, we saw pretty good improvement across the board. And when we look out towards the rest of the year, we think we are going to continue to see some of the same pattern. Now, when we talk about the guidance, and we are now saying that we expect earnings in excess of $8, part of that guidance also includes at least for now expecting a little softening in the irrigation business for the second half. So, in other words, when we look at our current guidance, we expect third and fourth quarter irrigation numbers to be softer than last year’s numbers. We don’t know yet where that’s going to come to pass or not. We are not expecting a drastic reduction in the irrigation activity, but we are expecting some softening compared to last year’s very strong second half. Aaron Reeves – BB&T Capital Markets: All right. Thanks. I also wanted to mention to, you had very, very high incremental margins in irrigation and coatings in the quarter. And I was just curious to what extent do you believe those are sustainable. And was there anything that happened in this quarter that maybe really benefited you in the first quarter that we might not see follow through in the subsequent quarters?

Mostly, it has to do with volume. And you can also have some impact on materials cost, like last year in the first quarter, we had increasing steel prices, and we really didn’t see the same pattern in the first quarter of this year. But mostly, I would say that when our plants are busy and they operate well, we get good leverage. So, I would watch volume more than anything else in relationship to that additional operating income quality. Aaron Reeves – BB&T Capital Markets: All right. And then just one final follow-up on that. I know that zinc costs have fallen a fair amount in the last month or two. And I was just curious to what extent are we already seeing that reflected in your margins and is there any benefit that we could see, maybe in the next quarter or two?

Well, I would say that to a certain extent, zinc fluctuations in certain markets get passed back into the marketplace. In some markets, it does not, but I would not expect a further improvement in the operating performance quality in the coatings business, but I would expect them to continue to operate at very solid level. Aaron Reeves – BB&T Capital Markets: All right. Well, thanks for the color, and congratulations on the quarter.

Thank you.

Your next question comes from the line of Brent Thielman from D.A. Davidson. Your line is open. Brent Thielman – D.A. Davidson: Hi, good morning. Echo the comments on that, great quarter.

Thank you. Brent Thielman – D.A. Davidson: Mogens, just kind of looking back at the irrigation business, it seems like pretty consistently, we have seen an uptick in contributions in Q2 versus Q1, and other than you have in sort of an outstanding first quarter here, anything that you are seeing that might lead you to believe we won’t see that effect in Q2 in terms of pull-forward or things like that?

You were talking about normally having a stronger second quarter than first quarter? Brent Thielman – D.A. Davidson: That’s right.

Yes, I would probably at the current time – my expectation is that some business moved from the second quarter into the first quarter. So, if I had to predict right now, it will be more of a flattish quarter than a typical increase in the second quarter compared to the first quarter. We really had very good weather conditions, particularly in North America, and it was not only a question of being able to produce efficiently and ship efficiently, but also the fields were basically with no snow, so installation crews could get out and install equipment. Brent Thielman – D.A. Davidson: Okay, thanks. That’s helpful. And then, when you talk about the plus $8 a share number this year and I appreciate you kind of frame in what you think about the irrigation, what you see there, but kind of looking at maybe the Engineered Infrastructure Product segment where some areas may not add very much visibility, could you kind of frame your expectations there for the year?

Well, if I could frame it better than we did in the press release, I would have done that. It would be very tough to put a specific number on it this early in the year, particularly with uncertainty regarding irrigation business in the second half. But I would say that we feel comfortable with the guidance we gave. Brent Thielman – D.A. Davidson: Okay. Fair enough. If I could just speak one quick one in on the Engineered Infrastructure Product segment, you mentioned some continued growth in the kind of commercial lighting area, is there a significant difference in margins in commercial lighting versus transportation lighting? I know when you get into decorative products, but –

Yes, otherwise I would say not. I would say otherwise not, but I would say that when you look at this business, this is not a homogenous business worldwide. We have lack of Highway Bill in North America, which creates competitive pressures and volume issues in the U.S. We have improved conditions we are seeing in Canada. So, our business has improved there. We have had a slight volume increase in Europe, but still a very difficult pricing environment and as you know, European governments are not exactly flush in cash. But in Southeast Asia, we are seeing good improvement across those businesses, including our highway safety businesses and including our access systems. So, the bright spot, I say, going forward for the rest of the year is probably to a certain extent going to be Southeast Asia. Brent Thielman – D.A. Davidson: Okay. Thanks. Best of luck in the quarter.

Thanks.

Your next question comes from the line of Brian Drab from William Blair. Your line is open. Brian Drab – William Blair: Good morning. Congratulations on a great quarter.

Thank you. Brian Drab – William Blair: In Engineered Infrastructure Product segment, you are talking about an improvement through the balance of the year. Is that in terms of sales volume and margin, and is it driven, do you think primarily by seasonal factors or a couple of segments in particular?

All three. So, we are going to see increased revenue, and therefore we are going to see some better leverage, and of course, the weakest quarter on that segment is typically the first quarter, and that’s no different this year. Brian Drab – William Blair: Okay. And in terms of particular segments within businesses within that segment, any of that standout as having big potential in the second half of the year in the balance of the year?

Well, it depends on how you define the big potential. I would say that we are not expecting any market improvements as anything related to Highway Bill. We are not expecting any market improvements in Europe. We are expecting that we are not going to see any further deterioration in pricing and therefore we are going to see some of the benefits of the cost takeouts and the productivity improvements we have put in place over the last couple of years. I think we will see continued strength in Canada and I think we will see continued strength in Southeast Asia. Brian Drab – William Blair: Okay. And if I could, maybe a little more detail on the other segment, you mentioned that the tubing business was strong, grinding media business was strong. That Other segment now, it looks like in the quarter, accounted for over 15% of operating income. I think it will be good to get a little bit better feel for those businesses, specifically in the outlook.

Most of the profitability from that Other segment comes from the grinding media business and the tubing business, and we continue – we expect continued strong performance in that segment for the remainder of the year. Brian Drab – William Blair: Sequentially improving?

I can’t tell you that. Brian Drab – William Blair: Okay, thanks a lot.

Your next question comes from the line of Jeff Beach with Stifel Nicolaus. Your line is open. Jeff Beach – Stifel Nicolaus: Thanks. Great quarter, Mogens.

Thanks. Jeff Beach – Stifel Nicolaus: I have got two questions. The first one is aside from the volume, you have mentioned several times, in the press release, you mentioned productivity across, I think, every operation, every segment. Can you talk a little bit about some of the synergies between the businesses and the common, I guess, metal bending, tubing type operations and go a little bit into the productivity gains that you are getting in the company, kind of company-wide?

Well, let me start by saying that we are focusing very much our lean transformation of our businesses in total. So, we have good levels of efforts surrounding lean in each of our operations, and I think that's part of what you see. The best example of that is actually in the irrigation business where back in '08, when we had a big increase in volume in the irrigation business, we didn't get quite the operational levels – leverage that we are seeing now and we put a lot of effort into the lean transformation in the next couple of years, and the irrigation business has basically executed flawlessly over this current selling season, starting last summer. So, they have been able to absorb tremendous increase in volume without missing a beat. They expected it that it would come, they are prepared for it, they lined up their supplier chain and they have just did an outstanding job. When you talk about synergies between the businesses, it all depends on the various engineering skills necessary in the various businesses. If you look at the pole businesses, particularly for large poles, you have some opportunities to trade capacity, which is what we have seen between high-mass lighting in North America and utility business and we have been able to utilize some of the international plants to support the North American utility market. Otherwise, we see some synergies in co-locating plants and taking advantage of backroom office leverage as we have seen in China where we put our irrigation plant in the same campus in one of our pole plants. So, we continue to look for that, but I would say the biggest improvements we are seeing is probably as a result of our focus on lean. Jeff Beach – Stifel Nicolaus: All right. Thank you. And the second question is a hopeful question. Can you describe in any way how much capacity you are shifting over from EIS to USS, even if it is a word like small or large?

I would say in relationship to utility sales, it’s not that significant. Jeff Beach – Stifel Nicolaus: All right. Thank you.

(Operator Instructions) There appears to be no further questions in queue.

Thank you, Steve. This concludes our call. We thank you for joining us today. This message will be available for playback on the Internet or by phone for the next week. We look forward to speaking to you again during the next quarter. At this time, Steve will read our forward-looking statement.

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 in 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 these statements are not guarantees of performance or results. They involve risks, 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 of 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 statement. This concludes today's conference call. You may now disconnect.