My name is Jodi, and I will be your conference operator today. At this time, I would like to welcome everyone to the Valmont Industries Incorporated Second Quarter Earnings Call. (Operator Instructions). I would now like to turn over to today’s conference to Mr. Jeff Laudin, Manager Investor Relations. Please go ahead, sir.

Thank you Jody. Welcome to Valmont Industries’ Second Quarter 2014 Earnings Conference Call. With me today are Mogens Bay, Chairman and Chief Executive Officer and Mark Jaksich, Executive Vice President and Chief Financial Officer and Tim Francis, Vice President and Corporate Controller Before we begin please note this conference call is subject to our disclosure on forward-looking statements which applies to today’s discussion 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. Good morning everyone. Thank you for joining us and I trust you have all read the press release. In total we had another quarter of difficult comparisons to our record second quarter in 2013 when both our utility support structures and the irrigation segments were delivering exceptional results. In the utility support structure segment we faced a more competitive market in North America as the mix of business included a greater proportion of small projects compared with the second quarter of last year. Increased industry capacity has reduced last year’s extreme tightness in the market resulting in shorter lead times and more competitive bidding for smaller projects. Although total volume was flat, there were fewer large projects which tend to move more efficiently through our plants than the smaller projects that were in our second quarter mix. Utility operating income as a percent of sales fell below the mid-point of 15% we have predicted through the cycle reflecting negative sales mix and fixed cost deleverage. We are implementing measures to reduce our cost structure in this environment. During the third quarter we will consolidate the operations of a small plant into a larger facility in Texas. We do maintain a positive outlook for this mix market, the current regulatory environment encourages utility investments to improve the reliability of the grid. Discussions with our customers reinforce this outlook as there are number of large transmission projects in the pipeline. They are planned over the next few years. Our multiple plant locations across North America and engineering expertise and our customer relationships should continue to allow us to capture significant piece of the North America utility opportunity. In the irrigation segment, the second quarter selling season was more typical than what we experienced in 2013. We did not have…

(Operator Instructions) Your first question comes from the line of Nathan Jones from Stifel Nicolaus. Nathan Jones – Stifel Nicolaus: Obviously some difficult market conditions out there at the moment, I think I would like to start on utility. Can you possibly give us any color on what the contributions of the drop in margin are in terms of volume deleverage, the impact of mix and the impact of price. Is it quantitatively or qualitatively?

Well I don’t think we want to get into breaking down the various components of the earnings drop but as I said volume was pretty flat. So it's a result of price and deleverage that we have seen the drop in operating income. And the price pressure has been mostly on smaller projects and that also adds to the difficulty of effectively and efficiently putting projects through the plant. The longer lead times we have and that tends to be for larger projects, the better we can prepare and the more efficiently we can produce. Nathan Jones – Stifel Nicolaus: Yes I do understand how that works in your business. Have you seen the pressure (Technical Difficulty). Have you seen the pressure increase than the last quarter or has it stayed the same or I don’t think it probably has gotten any better?

I think it has stayed the same. Nathan Jones – Stifel Nicolaus: So I would think and based on outlook that the large project environment probably improves going into 2015 and I’m sure you look at the same data. Should that happen and volumes increase in the industry, how quickly do you think margins can improve going into and through 2015?

Well I think it depends on the mix, as we go into ’15 and it depends on the number of large project and therefore the mix of projects which we send through the plants. So if that comes to pass I think we should see an improvement in profitability to what extent and how fast all depends on order flow and the environment and the marketplace at the time. Nathan Jones – Stifel Nicolaus: Would that be your expectation at this point in the year?

Would our expectations be that margins would improve next year? Nathan Jones – Stifel Nicolaus: Yes.

The expectations would be the margins would improve if the mix improves for larger projects and better visibility but we don’t know yet. Nathan Jones – Stifel Nicolaus: Okay, well I think that’s probably what is going to happen. Thanks for the color, appreciate the time.

Your next question comes from the line of Arnie Ursaner from CJS Securities. Arnie Ursaner – CJS Securities: Staying on the topic of utilities, it's been an engine of growth over the last several years and yet has gone through a very rapid change. Mogens, in your view what has caused this and what action is Valmont going to take in reaction to the dramatic and rapid change in the industry?

Well first of all, let’s start with volume. Volume has actually been hanging in there pretty well as I said our volume was pretty flat. But as the growth rate in the industry has tapered off and as additional capacity has been added not only by us but by the rest of the industry. We’re in a situation where lead times have been shrinking quite dramatically. Some of the pricing we have seen on smaller projects over the long term would be unsustainable for participants so I would expect or maybe it's more hope than expectation that that will change over time. We’re going to see a change in the ownership of one of the big players Thomas and Betts’ structural businesses were sold to Trinity and Trinity is a good industrial concern. They pay $600 million, they would want a good return on that investment and I think we will see good discipline throughout history Thomas and Betts has been a good competitor and a disciplined competitor in this marketplace. Now what can we do, there is a lot of things we cannot control, the general pricing environment in the market, but what we do control is the focus on more productivity improvements. During the last number of years we have been focused on keeping up with the rapid increasing market and therefore have probably spent less time on how effectively and efficiently and we produce these products. So we’re going to get into a mode like we have been in the engineered infrastructure product segment when they face headwinds, while we focus more on productivity improvements, how do we have the most efficient plant network, how did we use it and leverage it most efficiently. So our focus going forward will turn more internally in the sense that what we do control and EIP, Engineered Infrastructure products, we have seen good results from that before that external market has really not improved very much and we have improved over the last few years, the quality of our earnings. So all else being even I hope we will see some of the same results in the utility side of the business. Arnie Ursaner – CJS Securities: Would it be fair to say that Trinity -- I am sorry that Thomas and Betts in preparation for the sale of its unit may have taken on some business aggressively just to build backlog, is that a scenario you would envision?

Well this is -- I don’t know but clearly when the company is going through a sales process it can create some uncertainty and some confusion. So I’m pleased that that process has come to an end and I’m actually pleased that the business ends up with Trinity. Trinity is a good company and they are in business to have good returns on their investment capital. Arnie Ursaner – CJS Securities: And a clarification if I can on your share repurchase, you indicated you bought a million shares. You said that you had 340 million left, I assume you meant $340 million not?

That’s correct. Arnie Ursaner – CJS Securities: Just to clarify. That’s it for me. Thanks.

Your next question comes from the line of Brian Drab from William Blair. Brian Drab – William Blair: First question is on the utility segment, you mentioned that you're going to be consolidating a small plant. Can you quantify at all how much capacity you are taking off-line maybe in terms of revenue capacity?

Well the small plant we're consolidating into our larger plant in Texas was more of a finishing plant. It did not have price break, but it's a move that we will take a charge in the third quarter of about a couple of million dollars and it will probably have less than a year payback. So it's a good move from us and it will hopefully continue to improve our productivity in that part of our business. Brian Drab – William Blair: So it doesn’t change your capacity?

Not in a meaningful way. It just utilizes the larger plant better. Brian Drab – William Blair: So you are expecting irrigation profitability in the second half of the year to be at about the same level as the second half of 2013. I guess I am wondering if you could comment on the level of demand that you are expecting in the second half of ‘14 in terms of -- let me say it this way. In the second half of 2013 we had some demand I think driven by farmers buying in advance of expected changes in the 179 tax policy. I think the general Outlook or sentiment for farmers was better than I would expect it to be in the second half of ‘14. So I’m wondering if you could just provide a little more granularity in terms of your Outlook for irrigation with respect to volume and margin.

Well let me start by saying when we say that we are planning for profitability in the second half at about the same level as last year's second half I put a lot of qualifiers on that. The first one being that this time of the year it's very difficult to predict. Secondly, crop prices as a result of forecasted yields and ending inventories et cetera keeps moving around and I think I mentioned in my prepared remarks that the recent crop reports and therefore further softening corn prices as an example is a cause for concern. So I would more of look at it like we have no reason to predict anything different than what we saw in the second half of last year until we start seeing the beginning of the sales season and have a more clear view as to how farmers look at crop prices, net farm cash income, ending inventories et cetera, et cetera. Brian Drab – William Blair: Can you comment Mogens at all in terms of -- because you made the comment pretty specifically in terms of profitability for the second half of the year, can you comment as to whether you expect volume to be flat up or down? Compared with last year?

The expectations in the irrigation segment for planning purposes is for us to have flat volume and about flat profitability. As I have always said is we don't spend a lot of time trying to predict at a time of the year when things are unknown. We spend our time being ready to react to whatever happens. So if volume would be down we will react to that like we have in the first half. If volume would be up we will react to that. Brian Drab – William Blair: And then just one last question on the utilities side, have you been somewhat surprised this year by the number of large projects that you have seen and is this more a function of larger projects being broken up into smaller pieces or just delays or cancellations of some of the larger projects?

Well in general we would typically see more large projects in a quarter like we did this quarter. It's always difficult to predict exactly when they take place. Some large projects have been postponed. Some have moved into 2015. But I have not heard of large projects that have been cancelled.

Our next question comes from the line of Brent Thielman from D.A. Davidson. Brent Thielman – D.A. Davidson: Could you provide with the estimated cost savings is going to be for the plant consolidation in utility?

About $2 million a year. Brent Thielman – D.A. Davidson: And then I guess just to clarify on the large projects in the utility a little more. Can you define it for us what size you tend to see that margin differential? You used to talk about the 15% to 20% range, obviously now we’re in the 12% to 40%. What size of project do we see those better margins?

Well first of all the bigger the project the fewer the number of players that can actually participate. And I would say when you get the projects that are over $10 million or $20 million. You start getting into projects were some of the smaller new entrants may have difficulty participating in them. But I won't give you a specific number saying this is a big project, this is a small project. But when we talk about small projects, we’re talking about projects of $2 million or $3 million $4 million or even less than that.

Your next question comes from the line of David Rose from Wedbush Securities. David Rose – Wedbush Securities: A couple of, and one follow-up question and then maybe a little bit more on the utilities support side. If I look in your irrigation last quarter in the margins seemed to have held up quite well. You talked about some of the actions that you normally take in the last quarter, maybe you can provide a little bit of color on what you did specifically to hold margins and maybe perhaps to Brian's question earlier if you do see a decline in revenues, under the assumption that corn prices and net farm income have a depressing impact on revenues. What you need to do to manage margins? What do you expect to do?

Well again the things we’re in control of and things we are not. The things we're not in control of is the general imperative pricing environment and so far we have seen good pricing discipline in the irrigation market. That’s probably the main reason why the quality of earnings have stayed as high as it has and hopefully that will continue. What we can do internally is flex our direct labor force very quickly. And having been in this business for five or six decades, we know how to do that and we react very fast either way. Now in a general SG&A sense and there are things you can do on projects, you can postpone, you can accelerate, you can cancel. But there are also parts of our SG&A expenses that we think are good investments for longer-term improvement in this business and we will probably hang on to those even though there may be some pressure on the business. But the biggest thing is to flex your direct labor very quickly either way. David Rose – Wedbush Securities: Okay, so if we see a modest decline in revenues you should be able to react to that vis-à-vis your expectations modest.

We will react to a modest decline in revenue or modest increase in revenue very quickly. David Rose – Wedbush Securities: And then secondly on the utilities support structure side of the business, if you can provide a little bit color on market share gains or losses, do you think you picked up market share? Do you think you lost market share in a quarter?

Well there are no reporting functions, so what you keep an eye on is projects you win, projects you lose. You don’t necessarily know of every single project but all in all in our business reviews with [ph] our utility segment we expect our market shares to have stayed flat. David Rose – Wedbush Securities: How much are your win rate? Would you say that’s improved or declined?

Well if our market share stayed flat our win rate has probably stayed flat too.

Your next question comes from the line of Kevin Bennett from Sterne, Agee. Kevin Bennett – Sterne, Agee & Leach: My first one on irrigation, have you guys seen any pricing pressure in 2Q start to develop or has that remained constant?

Well in total as I just said I think the industry has stayed fairly good when it comes to pricing discipline, there are always pockets somewhere in the world or somewhere in the country where you will see some more competitive environment for a period of time but in total I think we should be pleased with the pricing discipline we’re seeing in this business. Kevin Bennett – Sterne, Agee & Leach: And then Mogens is there any way that you can quantify the U.S. decline versus the international growth in the irrigation business?

Yes but we don’t break that out. But as I did say international business grew in this quarter also and North America obviously declined and the international growth was not insignificant. Kevin Bennett – Sterne, Agee & Leach: And then couple more quick ones, one, in the coding segment can you remind us how much of that is Australia versus North America?

Well Australia is part of our Asia-Pacific region and the North American business is still well over half of our total segment business. But in Australia the exposure to the mining industry is significant for the galvanizing businesses there and as you know mining activity has been under pressure for a while in Australia. We have also had to deal with currency translation expenses and I think we’re going to see that -- those comparisons being better going forward because most of the decline in the Australian dollar took place in the first half of last year as compared to the second half. Kevin Bennett – Sterne, Agee & Leach: And then lastly for me Mogens, just on the M&A front any comments there? I mean what would you say is the likelihood that we complete another deal this year.

Well every deal is a miracle. We have a number of activities going on and M&A and we can’t predict when any of those may come to fruition but despite our repurchase program for our stock, we have plenty of dry powder to pursue acquisitions that we can get at the right value. There are plenty of companies out there that can be acquired, the question is can you acquire them at a value that not only do you get EPS accretion which is a short term benefit but what you really can beat your cost to capital, that’s the only way you’re going to create shareholder value over the long term and we’re going to stay disciplined in doing the best we can to make sure that we can beat our cost of capital with those acquisitions.

Our next question comes from the line of Shawn Williams from BB&T Capital. Shawn Williams – BB&T Capital Markets: Mogens maybe just kind of take you back off for the last caller, you have been through a number of cycles on the irrigation side. I’m just wondering given that international is holding up so much better than the domestic side of the business. Do you think that is a sustainable trend over the next 2 to 3 quarters, is that -- has there been I don’t know in your past history, has there been periods where you’ve seen the international business kind of diverge from what you’ve seen domestically over a long period of time?

Well you added over a long period of time and I can’t affirmatively comment on that but yes there has been periods of time where international business has been going up and North America down and the converse has also been the case where North American business had grown rapidly and international have not or have declined. I think the reason why international in that sense is a more stable business is that it is so diverse. Geographically in particular but also from a crop standpoint, many different crops around the world drive that business and then the whole issue of government policies and interference or support of agricultural investments. So if you look at countries like Australia, there are certain set of drivers there. The dairy industry in New Zealand, it could be sugarcane for ethanol production in Brazil, it can be financing in Brazil. I mean you go from country to country and you have different drivers for the business and yes commodity prices tend to be global but you have offsetting good drivers in some of those countries. So I would say in summary the geographic diversification of our international business makes it less cyclical than what we would typically see in a concentrated market like North America both on the upside and on the downside. Shawn Williams – BB&T Capital Markets: And then touching on coatings here, obviously some headwinds in Australia there but it sounds like you’re expecting some improvements in the back half of the year. I mean you actually had fairly good margins in that business in the back half of last year and you’re expecting, it sounds like kind of similar returns in the back half of this year. I’m just trying to appreciate what do you see actually improving in the back half of the year. I mean it doesn’t sound like Australia is turning just yet. I don’t know, is that more North America getting better? What should we expect to improve in the back half in order to just to kind of get the margin of profitability profile similar to where we were last year.

Yes, as I have said repeatedly, if we can have operating income of that business close to 20% as a segment, we would be very pleased. In the first half of this year particularly driven by a very tough winter we had some difficulties in the North America coatings business and it spilled over a little bit into the second quarter. I think that’s going to be corrected and we’re going to see second half profitability in-line with what we have expected and delivered in the past. In Australia we have seen a decline in volume and therefore down there we’re addressing productivity and we’re addressing the cost structure and that should help us offset the volume decline we have seen there. So we do expect to revert to more of the typical earnings picture in the coatings business in the second half. Shawn Williams – BB&T Capital Markets: Would you be willing to quantify some of the savings down in Australia?

No, because they are widespread. It can be SG&A reductions, it can be consolidation of plants, it can be different focus on customers. So it's not one big thing where we say we did this and that’s going to change the cost picture in Australia. It's doing whole lot of different things to improve the cost picture there.

Your next question comes from the line of Julian Mitchell from Credit Suisse. Charles Clarke – Credit Suisse: This Charles for Julian. Just had a question first in the EIP segment, you guys had mentioned before that absent [ph] any kind of change in volume that you felt like 10% was pretty good margin in that business? I just didn’t know with the SM acquisition I know at the time you guys had similar operating characteristics. Do you guys -- I just didn’t know of there would be any synergies that you guys might be able to find or whether 10% is still kind of a good number in that business?

I think if we can get to 10% operating income without some tailwinds in some of the markets where we have recently seen headwinds like as you saw Congress kicked the can down the road again with a short term extension of funding for the highway trust fund and until we get some leadership there I don’t think we’re going to get to solid double digit operating income in the North America businesses. In Asia-Pacific we have had pretty good profitability in EIP there despite the fact that the Australian economy has had the slowdown over the last year, year and half. We absorbed some expense in connection with translation of a weakening Australian dollar to U.S. but I think the comparisons there are going to be okay going forward and in Europe the acquisition of Valmont SM is at about the same profitability level as the segment in total. And our European businesses are operating at not double-digit operating income but maybe mid-single digit and I think that would be the case until we see European investments in infrastructure reverting to what we have seen in the past. So in total I don’t think the acquisition of Valmont SM will move the quality of earnings needle in EIP, obviously added to the earnings in EIP. Charles Clarke – Credit Suisse: And then just obviously just for the rest of the segments, we have seen outside of EIP we have seen sales declines for all the segments in the first half. Obviously we cited extremely difficult comparisons in irrigation and that’s one of the reasons you’re guys are citing for kind of a flat kind of back half of the year. Outside of kind of currency in Australia, are there kind of any other issues you would call out for some of the other segments to maybe give us confidence that the volumes wouldn’t fall? So, sales declines in utility or sales declines in coatings or kind of in the other segment?

I think in the utility segment we expect about flat sales for last year’s second half and second half of this year in EIP. I don’t think we’re going to have major currencies translation issues and we expect a modest increase in activity from a revenue standpoint in that segment and we expect unless there is an acquisition in the coatings business and I’m not predicting it. Coatings revenue will probably be about flat from what we saw last year’s second half. Charles Clarke – Credit Suisse: And just as a house-keeping item just based on the share repurchases that you guys have completed would the back half of the year, are you expecting share count around 26 million shares about a million lower than kind of where you ended this quarter, is that correct?

Well if we didn’t buy anything else yes it would be a million less shares outstanding in the second half of the year but we’re only 1/3rd through our authorization and we will continue to participate in the market and continue to add to that million shares where we have already repurchased. Charles Clarke – Credit Suisse: Okay but just in terms of the -- for context of the 9.35 to 9.65, that wouldn’t include any additional purchases?

That is not included in that number.

(Operator Instructions). Your next question comes from the line of Jon Braatz from Kansas City Capital. Jon Braatz – Kansas City Capital: Just a question about the additional industry capacity in the utility area. Have you seen some new capacity that could handle the big transmission towers or is it more isolated just to the smaller projects. I’m trying to get a sense that when the big projects return, would you be able to achieve similar margins to what you’ve seen in the past.

That’s several questions in one. I would say that the small players in the industry have not added capacity for very large structures. The various established players such as Thomas and Betts probably can handle some of those structures. On the profitability level you know it's tough to predict but the profitability levels we saw the last couple of years which was a result of a fast growing industry and tight capacity allowed the industry to have probably exceptional profitability and then it attracts new players which then would put a damper on profitability. So do I think we will return to 17%, 18%, 19% operating income even if larger projects come back, I don’t think so. Do I think that we should operate in the mid-teens in operating income if we have a little better environment than we have today, I would think so.

You have a follow-up question from the line of Arnie Ursaner from CJS Securities. Arnie Ursaner – CJS Securities: On the Valmont SM acquisition that you made, you did 47 million in the quarter and I’m looking back when you acquired it, it had annual revenues of about a 190 million and can you comment on seasonality and if that business is growing?

I would say there is not a lot of seasonality in that business and I think we can expect about $192 million – $200 million in that business. It's not a fast growth business, you may see a few percentage points up or down in that business but it's a pretty stable business with a fairly good visibility and backlog that we pretty much can see what’s going to happen the rest of this year in that business and I would say you’re going to see about that level of total revenue. Arnie Ursaner – CJS Securities: And based on backlog how should we think of our growth for next year?

Too early to say.

You have another follow-up question from the line of Shawn Williams from BB&T Capital. Shawn Williams – BB&T Capital Markets: Just wanted to comment, last quarter Mogens you mentioned that there were some projects in Q1 on the utility side that it gotten pushed out into Q2. Have those all been delivered at this point?

Yes those have been pushed out from one to two, it has been delivered. There have been also projects as I said before that have moved out through the quarters and some projects have moved from the fourth quarter into 2015. Projects that are still going to take place but at a different timing, as I’ve mentioned before we have not heard of large projects where utilities have abandoned these project. Shawn Williams – BB&T Capital Markets: And just so I’m clear, your expectation for the back half of the year is for volume to accelerate on utility that will still be I guess offset by pricing and should we be looking at flat kind of flat sales for the back half of the year. But you’re expecting volumes to accelerate in the back half?

Yes, accelerate sounds like big jump. We are expecting revenue to be about flat and as pricing is less favorable than it was last year it would mean that volume will be up a little bit from last year.

At this time there are no further questions. I will turn it back over to the presenters for closing remark.

Thank you Jody. This concludes our call and we thank you for joining us today. The message will be available for playback on the internet or by phone for the next week. We look forward to speaking to you again next quarter and at this time Jody will ready our statements on forward-looking disclosures.