SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33841

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation)		20-8579133 (I.R.S. Employer Identification No.)
1200 Urban Center Drive, Birmingham, Alabama		35242
(Address of principal executive offices)		(zip code)

(205) 298-3000
(Registrant’s telephone number including area code)

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

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Shares outstanding at June 30, 2009
Common Stock, $1 Par Value		124,989,302

 

 

VULCAN MATERIALS COMPANY

FORM 10-Q
QUARTER ENDED JUNE 30, 2009

Contents

		Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Earnings			4
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			38
PART II OTHER INFORMATION
Item 1. Legal Proceedings			39
Item 1A. Risk Factors			40
Item 4. Submission of Matters to a Vote of Security Holders			41
Item 6. Exhibits			42
SIGNATURES			43
EX-31.(a)
EX-31.(b)
EX-32.(a)
EX-32.(b)
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

Vulcan Materials Company
and Subsidiary Companies

Consolidated Balance Sheets

		(Amounts in thousands)
		June 30				December 31				June 30
(Condensed and unaudited)		2009				2008				2008
Assets
Cash and cash equivalents		$	43,711			$	10,194			$	151,210
Medium-term investments			6,755				36,734				0
Accounts and notes receivable
Accounts and notes receivable, gross			394,938				365,688				530,759
Less: Allowance for doubtful accounts			(9,437	)			(8,711	)			(7,456	)
Accounts and notes receivable, net			385,501				356,977				523,303
Inventories
Finished products			290,451				295,525				309,868
Raw materials			32,035				28,568				29,009
Products in process			5,133				4,475				3,113
Operating supplies and other			35,964				35,743				41,510
Inventories			363,583				364,311				383,500
Deferred income taxes			69,080				71,205				62,074
Prepaid expenses			58,425				54,469				19,392
Total current assets			927,055				893,890				1,139,479
Investments and long-term receivables			30,614				27,998				24,265
Property, plant & equipment
Property, plant & equipment, cost			6,672,394				6,635,873				6,047,065
Less: Reserve for depr., depl. & amort.			(2,644,146	)			(2,480,061	)			(2,325,181	)
Property, plant & equipment, net			4,028,248				4,155,812				3,721,884
Goodwill			3,091,524				3,083,013				3,895,267
Other intangible assets, net			683,092				673,792				153,094
Other assets			87,339				79,664				200,493
Total assets		$	8,847,872			$	8,914,169			$	9,134,482
Liabilities and Shareholders’ Equity
Current maturities of long-term debt		$	60,417			$	311,685			$	330,081
Short-term borrowings			412,300				1,082,500				1,209,500
Trade payables and accruals			145,744				147,104				215,835
Other current liabilities			130,103				121,777				178,775
Total current liabilities			748,564				1,663,066				1,934,191
Long-term debt			2,521,190				2,153,588				2,183,584
Deferred income taxes			957,248				949,036				685,432
Other noncurrent liabilities			617,651				625,743				415,506
Total liabilities			4,844,653				5,391,433				5,218,713
Other commitments and contingencies (Notes 13 & 19)
Shareholders’ equity
Common stock, $1 par value			124,989				110,270				109,834
Capital in excess of par value			2,316,507				1,734,835				1,702,946
Retained earnings			1,743,097				1,862,913				2,129,554
Accumulated other comprehensive loss			(181,374	)			(185,282	)			(26,565	)
Shareholders’ equity			4,003,219				3,522,736				3,915,769
Total liabilities and shareholders’ equity		$	8,847,872			$	8,914,169			$	9,134,482

See accompanying Notes to Condensed Consolidated Financial Statements

Vulcan Materials Company
and Subsidiary Companies
(Amounts and shares in thousands, except per share data)

Consolidated Statements of Earnings

		Three Months Ended								Six Months Ended
		June 30								June 30
(Condensed and unaudited)		2009				2008				2009				2008
Net sales		$	681,380			$	965,957			$	1,249,275			$	1,737,718
Delivery revenues			40,479				55,594				72,878				101,172
Total revenues			721,859				1,021,551				1,322,153				1,838,890
Cost of goods sold			535,546				720,731				1,025,834				1,338,042
Delivery costs			40,479				55,594				72,878				101,172
Cost of revenues			576,025				776,325				1,098,712				1,439,214
Gross profit			145,834				245,226				223,441				399,676
Selling, administrative and general expenses			79,353				84,781				159,070				177,357
Gain on sale of property, plant & equipment and businesses, net			654				80,498				3,157				84,443
Other operating (income) expense, net			1,451				2,474				3,170				1,534
Operating earnings			65,684				238,469				64,358				305,228
Other income (expense), net			2,895				3,444				1,820				792
Interest income			687				997				1,482				1,669
Interest expense			44,073				38,193				87,992				81,652
Earnings (loss) from continuing operations before income taxes			25,193				204,717				(20,332	)			226,037
Provision (benefit) for income taxes			9,632				63,492				(3,638	)			70,327
Earnings (loss) from continuing operations			15,561				141,225				(16,694	)			155,710
Earnings (loss) on discontinued operations, net of tax (Note 2)			6,651				(470	)			6,125				(1,022	)
Net earnings (loss)		$	22,212			$	140,755			$	(10,569	)		$	154,688
Basic earnings (loss) per share
Continuing operations		$	0.14			$	1.28			$	(0.15	)		$	1.42
Discontinued operations			0.06				0.00				0.06				0.00
Net earnings (loss) per share		$	0.20			$	1.28			$	(0.09	)		$	1.42
Diluted earnings (loss) per share
Continuing operations		$	0.14			$	1.27				($0.15	)		$	1.41
Discontinued operations			0.06				0.00				0.06				(0.01	)
Net earnings (loss) per share		$	0.20			$	1.27				($0.09	)		$	1.40
Weighted-average common shares outstanding
Basic			113,477				109,922				112,045				109,286
Assuming dilution			113,829				111,117				112,045				110,515
Cash dividends declared per share of common stock		$	0.49			$	0.49			$	0.98			$	0.98
Depreciation, depletion, accretion and amortization from continuing operations		$	99,600			$	96,919			$	198,915			$	192,775
Effective tax rate from continuing operations			38.2	%			31.0	%			17.9	%			31.1	%

See accompanying Notes to Condensed Consolidated Financial Statements

Vulcan Materials Company
and Subsidiary Companies

Consolidated Statements of Cash Flows

		(Amounts in thousands)
		Six Months Ended
		June 30
(Condensed and unaudited)		2009				2008
						(As Restated -
						See Note 1)
Operating Activities
Net earnings (loss)			($10,569	)		$	154,688
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Depreciation, depletion, accretion and amortization			198,915				192,775
Net gain on sale of property, plant & equipment and businesses			(3,880	)			(84,443	)
Contributions to pension plans			(2,242	)			(1,593	)
Share-based compensation			14,010				9,169
Excess tax benefit from share-based compensation			(325	)			(3,605	)
Deferred tax provision			5,671				194
Changes in assets and liabilities before initial effects of business acquisitions and dispositions			(35,850	)			(126,566	)
Other, net			3,672				(6,566	)
Net cash provided by operating activities			169,402				134,053
Investing Activities
Purchases of property, plant & equipment			(60,101	)			(198,658	)
Proceeds from sale of property, plant & equipment			4,051				13,576
Proceeds from sale of businesses			11,537				225,783
Payment for businesses acquired, net of acquired cash			(36,980	)			(79,822	)
Redemption of medium-term investments			30,590				0
Proceeds from loan on life insurance policies			0				28,646
Withdrawal from nonconsolidated companies, net			63				469
Other, net			651				5,008
Net cash used for investing activities			(50,189	)			(4,998	)
Financing Activities
Net short-term payments			(672,176	)			(882,000	)
Payment of short-term debt and current maturities			(281,461	)			(483	)
Proceeds from issuance of long-term debt, net of discounts			397,660				949,078
Debt issuance costs			(3,033	)			(5,633	)
Settlements of forward starting swaps			0				(32,474	)
Proceeds from issuance of common stock			578,237				55,072
Dividends paid			(108,752	)			(106,976	)
Proceeds from exercise of stock options			3,697				6,850
Excess tax benefit from share-based compensation			325				3,605
Other, net			(193	)			228
Net cash used for financing activities			(85,696	)			(12,733	)
Net increase in cash and cash equivalents			33,517				116,322
Cash and cash equivalents at beginning of year			10,194				34,888
Cash and cash equivalents at end of period		$	43,711			$	151,210

See accompanying Notes to Condensed Consolidated Financial Statements

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.		Basis of Presentation
		Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. Operating results for the three and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.
		Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Earnings.
		Subsequent events have been evaluated through the date the financial statements were issued.
		Correction of Cash Flows from Operating Activities and Investing Activities
		As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, we discovered an error in our reporting of cash flows from operating activities and investing activities in our Quarterly Reports on Form 10-Q for the three, six and nine months ended March 31, 2008, June 30, 2008 and September 30, 2008, respectively. This error resulted from the misclassification of certain noncash amounts included in various swap transactions associated with the divestiture of assets required as part of the Florida Rock acquisition. The error solely affected the classification of these amounts between cash used for investing activities and cash provided by operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows, but had no effect on net cash flows. In addition, the error had no effect on our Unaudited Condensed Consolidated Balance Sheet or Unaudited Condensed Consolidated Statement of Earnings for the period ended June 30, 2008. Accordingly, our total revenues, net earnings, earnings per share, total cash flows, cash and cash equivalents, liquidity and shareholders’ equity remain unchanged. Our compliance with any financial covenants under our borrowing facilities also was not affected.
		A summary of the effects of the correction of this error for the six months ended June 30, 2008 is as follows (in thousands of dollars):

		Six Months Ended June 30, 2008
		As								Reclassifi-				As
		Reported				Correction				cations1				Restated
Statement of Cash Flows
Excess tax benefits from share-based compensation		$	0			$	0			$	(3,605	)		$	(3,605	)
Deferred tax provision			0				0				194				194
Changes in assets and liabilities before initial effects of business acquisitions and dispositions			(82,608	)			(47,369	)			3,411				(126,566	)
Net cash provided by operating activities		$	181,422			$	(47,369	)		$	0			$	134,053
Purchases of property, plant & equipment		$	(246,027	)		$	47,369			$	0			$	(198,658	)
Net cash used for investing activities		$	(52,367	)		$	47,369			$	0			$	(4,998	)

2.		Discontinued Operations
		In June 2005, we sold substantially all the assets of our Chemicals business, known as Vulcan Chemicals, to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. In addition to the initial cash proceeds, Basic Chemicals was required to make payments under two earn-out agreements subject to certain conditions. During 2007, we received the final payment under the ECU (electrochemical unit) earn-out.
		Proceeds under the second earn-out agreement are determined based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). Under this earn-out agreement, cash plant margin for 5CP, as defined in the Asset Purchase Agreement, in excess of an annual threshold amount is shared equally between Vulcan and Basic Chemicals. The primary determinant of the value for this earn-out is the level of growth in 5CP sales volume.
		At the closing date, the fair value of the consideration received in connection with the sale of the Chemicals business, including anticipated cash flows from the two earn-out agreements, was expected to exceed the net carrying value of the assets and liabilities sold. However, pursuant to Statement of Financial Accounting Standards (SFAS) No. 5, “Accounting for Contingencies,” since the proceeds under the earn-out agreements were contingent in nature, no gain was recognized on the Chemicals sale and the value recorded at the June 7, 2005 closing date referable to these two earn-outs was limited to $128,167,000. Furthermore, under the Securities and Exchange Commission (SEC) Staff Accounting Bulletin Topic 5:Z:5, “Classification and Disclosure of Contingencies Relating to Discontinued Operations” (SAB Topic 5:Z:5), upward adjustments to the fair value of the ECU earn-out subsequent to closing, which totaled $51,070,000, were reported in continuing operations, and therefore did not contribute to the gain or loss on the sale of the Chemicals business. A gain on disposal of the Chemicals business is recognized to the extent cumulative cash receipts under the 5CP earn-out exceed the initial value recorded.
		In March 2009, we received a payment of $11,537,000 under the 5CP earn-out related to the year ended December 31, 2008. As this cash receipt exceeded the carrying amount of the 5CP receivable, we recorded a gain on disposal of discontinued operations of $723,000. Any future payments received pursuant to the 5CP earn-out will be recorded as additional gain on disposal of discontinued operations. During 2008, we received a payment of $10,014,000 under the 5CP earn-out related to the year ended December 31, 2007. Through June 30, 2009, we have received a total of $33,825,000 under the 5CP earn-out.
		We are liable for a cash transaction bonus payable to certain key former Chemicals employees. This transaction bonus is payable if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. Amounts due are payable annually based on the prior year’s results. Based on the amount of the 5CP payment received in March 2009, we expect the 2009 payout will be approximately $728,000 and have accrued this amount as of June 30, 2009.

There were no net sales or revenues from discontinued operations during the six month periods ended June 30, 2009 or June 30, 2008. Results from discontinued operations are as follows (in thousands of dollars):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
Gain (loss) from results of discontinued operations		$	11,093			$	(784	)		$	9,493			$	(1,704	)
Gain on disposal of discontinued operations			0				0				723				0
Income tax (provision) benefit			(4,442	)			314				(4,091	)			682
Gain (loss) on discontinued operations, net of tax		$	6,651			$	(470	)		$	6,125			$	(1,022	)

The pretax gains from discontinued operations in 2009 of $11,093,000 for the second quarter and $9,493,000 for the first half of 2009 primarily relate to a settlement during the second quarter with one of our insurers in the Modesto case (see Note 19) resulting in a pretax gain, after deducting legal fees and other expenses, of $12,238,000. The insurance proceeds and associated gain represent a partial recovery of legal and settlement costs recognized in prior periods. The pretax losses from discontinued operations in 2008 primarily reflect charges related to general and product liability costs, including legal defense costs, environmental remediation costs associated with our former Chemicals businesses, and charges related to the cash transaction bonus as noted above.

3.		Earnings Per Share (EPS)
		We report two earnings (loss) per share numbers: basic and diluted. These are computed by dividing net earnings (loss) by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS) as set forth below (in thousands of shares):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
Weighted-average common shares outstanding			113,477				109,922				112,045				109,286
Dilutive effect of
Stock options			144				991				0				993
Other stock compensation plans			208				204				0				236
Weighted-average common shares outstanding, assuming dilution			113,829				111,117				112,045				110,515

All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents are as follows (in thousands of shares):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
Antidilutive common stock equivalents			5,104				804				4,287				804

4.		Income Taxes
		Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, we estimate the annual tax rate based on projected taxable income for the full year and record a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in

a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” we recognize a tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.

During the second quarter, we revised our estimated annual effective tax rate to 6.4%, significantly lower than the 23.2% estimated in the first quarter. An adjustment to the current quarter income tax provision was required so that the year-to-date provision reflects the expected annual tax rate. A substantial amount of the tax benefit recognized for the loss reported in the first quarter of 2009 was reversed during the second quarter to reflect the revised annual rate. This adjustment reduced earnings approximately $7,100,000 during the second quarter of 2009, resulting in an effective tax rate of 38.2%, as compared with 31.0% in the second quarter of 2008.

Our projected effective tax rate from continuing operations for the six months ended June 30, 2009 is 17.9%, a decrease of 13.2 percentage points from the 31.1% projected effective tax rate for the six months ended June 30, 2008. The decrease in the projected effective tax rate primarily results from a greater favorable effect of statutory depletion, partially offset by an increase in state taxes.

5.		Medium-term Investments
		At June 30, 2009 and December 31, 2008, we held investments with principal balances totaling approximately $8,247,000 and $38,837,000, respectively, in money market and other money funds at The Reserve, an investment management company specializing in such funds. The substantial majority of our investment was held in the Reserve International Liquidity Fund, Ltd. On September 15, 2008, Lehman Brothers Holdings Inc. filed for bankruptcy protection. In the following days, The Reserve announced that it was closing all of its money funds, some of which owned Lehman Brothers securities, and was suspending redemptions from and purchases of its funds, including the Reserve International Liquidity Fund. As a result of the temporary suspension of redemptions and the uncertainty as to the timing of such redemptions, we classified our investments in The Reserve funds as medium-term investments. Based on public statements issued by The Reserve and the maturity dates of the underlying investments, we believe that proceeds from the liquidation of the money funds in which we have investments will be received within one year from the date of the accompanying Condensed Consolidated Balance Sheets, and therefore, such investments are classified as current.
		During the first half of 2009 and the fourth quarter of 2008, The Reserve redeemed $30,590,000 and $258,000, respectively, of our investment. In addition, during the third quarter of 2008, we recognized a charge of $2,103,000 (included in other income (expense), net) to reduce the principal balance to an estimate of the fair value of our investment in these funds. During the second quarter of 2009, we recognized income of $611,000 (included in other income (expense), net) to increase the principal balance to an estimate of the fair value of our investment in these funds. See Note 7 for

further discussion of the fair value determination. These adjustments resulted in balances as of June 30, 2009 and December 31, 2008 of $6,755,000 and $36,734,000, respectively, as reported on our accompanying Condensed Consolidated Balance Sheets. Our investment in these funds as of June 30, 2008 amounted to $34,050,000 and was classified as cash equivalents in the accompanying Condensed Consolidated Balance Sheets at such date.

6.		Derivative Instruments
		During the normal course of operations, we are exposed to market risks including fluctuations in interest rates, fluctuations in foreign currency exchange rates and changes in commodity pricing. From time to time, and consistent with our risk management policies, we use derivative instruments to hedge against these market risks. We do not utilize derivative instruments for trading or other speculative purposes. The interest rate swap agreements described below were designated as cash flow hedges of future interest payments pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (FAS 133).
		In December 2007, we issued $325,000,000 of 3-year floating (variable) rate notes that bear interest at 3-month London Interbank Offered Rate (LIBOR) plus 1.25% per annum. Concurrently, we entered into a 3-year interest rate swap agreement in the stated (notional) amount of $325,000,000. Under this agreement, we pay a fixed interest rate of 5.25% and receive 3-month LIBOR plus 1.25% per annum. Concurrent with each quarterly interest payment, the portion of this swap related to that interest payment is settled and the associated realized gain or loss is recognized. For the 12-month period ending June 30, 2010, we estimate that $10,363,000 of the pretax loss accumulated in Other Comprehensive Income (OCI) will be reclassified to earnings.
		Additionally, during 2007, we entered into fifteen forward starting interest rate swap agreements for a total notional amount of $1,500,000,000. On December 11, 2007, upon the issuance of the related fixed-rate debt, we terminated and settled for a cash payment of $57,303,000 a portion of these forward starting swaps with an aggregate notional amount of $900,000,000 ($300,000,000 5-year, $350,000,000 10-year and $250,000,000 30-year).
		In December 2007, the remaining forward starting swaps on an aggregate notional amount of $600,000,000 were extended to August 29, 2008. On June 20, 2008, upon the issuance of $650,000,000 of related fixed-rate debt, we terminated and settled for a cash payment of $32,474,000 the remaining forward starting swaps.
		Amounts accumulated in other comprehensive loss related to the highly effective portion of the fifteen forward starting interest rate swaps will be amortized to interest expense over the remaining term of the related debt. For the 12-month period ending June 30, 2010, we estimate that $7,351,000 of the pretax loss accumulated in OCI will be reclassified to earnings.
		FAS 133 requires the recognition of all derivative instruments at fair value in the balance sheet. Fair values of derivative instruments designated as hedging instruments are summarized as follows (in thousands of dollars):

						Fair Value 1
						June 30				Dec 31				June 30
		Balance Sheet Location				2009				2008				2008
Liability Derivatives
Interest rate derivatives		Other noncurrent liabilities				$	(14,069	)		$	(16,247	)		$	(2,788	)
Total Derivatives						$	(14,069	)		$	(16,247	)		$	(2,788	)

The effect of the cash flow hedge derivative instruments on the accompanying Condensed Consolidated Statements of Earnings for the three and six months ended June 30 is summarized below (in thousands of dollars):

						Three Months Ended								Six Months Ended
		Location on				June 30								June 30
		Statement				2009				2008				2009				2008
Interest rate derivatives
Gain (loss) recognized in OCI (effective portion)		Note 8				$	(871	)		$	39,935			$	(1,670	)		$	2,996
Loss reclassified from Accumulated OCI		Interest
(effective portion)		expense				$	(3,957	)		$	(1,954	)		$	(7,327	)		$	(3,811	)
Gain recognized in earnings (ineffective portion and amounts excluded from effectiveness test)		Other income (expense), net				$	0			$	3,900			$	0			$	2,169

7.		Fair Value Measurements
		Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:

		Level 1:		Quoted prices in active markets for identical assets or liabilities;
		Level 2:		Inputs that are derived principally from or corroborated by observable market data;
		Level 3:		Inputs that are unobservable and significant to the overall fair value measurement.

The following table presents a summary of our assets and liabilities as of June 30, 2009 that are subject to fair value measurement on a recurring basis (in thousands of dollars):

						Quoted
						Prices in
						Active				Significant
						Markets for				Other				Significant
						Identical				Observable				Unobservable
						Assets				Inputs				Inputs
		Total				(Level 1)				(Level 2)				(Level 3)
Fair Value
Medium-term investments		$	6,755			$	0			$	6,755			$	0
Interest rate derivative			(14,069	)			0				(14,069	)			0
Net liability		$	(7,314	)		$	0			$	(7,314	)		$	0

The medium-term investments are comprised of money market and other money funds, as more fully described in Note 5. We estimated the fair value of these funds by adjusting the investment principal to reflect the complete write-down of the funds’ investments in securities of Lehman Brothers Holdings Inc. and by estimating a discount against our investment balances to allow for the risk that legal and accounting costs and pending or threatened claims and litigation against The Reserve and its management may reduce the principal available for distribution.

The interest rate derivative consists of an interest rate swap agreement as more fully described in Note 6, and is measured at fair value based on prevailing market interest rates as of the measurement date.

8.		Comprehensive Income
		Comprehensive income includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings (loss) and other comprehensive income (loss). Total comprehensive income comprises the following (in thousands of dollars):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
Net earnings (loss)		$	22,212			$	140,755			$	(10,569	)		$	154,688
Other comprehensive income
Fair value adjustments to cash flow hedges, net of tax			(519	)			24,100				(995	)			2,006
Reclassification adjustment for cash flow hedge amounts included in net earnings, net of tax			2,352				1,181				4,334				2,304
Amortization of pension and postretirement plan actuarial loss and prior service cost, net of tax			294				34				569				361
Total comprehensive income (loss)		$	24,339			$	166,070			$	(6,661	)		$	159,359

Amounts accumulated in other comprehensive loss, net of tax, are as follows (in thousands of dollars):

		June 30				December 31				June 30
		2009				2008				2008
Cash flow hedges		$	(53,180	)		$	(56,519	)		$	(51,537	)
Pension and postretirement plans			(128,194	)			(128,763	)			24,972
Accumulated other comprehensive loss		$	(181,374	)		$	(185,282	)		$	(26,565	)

9.		Shareholders’ Equity
		During June 2009, we completed a public offering of common stock resulting in the issuance of 13,225,000 common shares at a price of $41.00 per share. These shares included 1,725,000 shares issued upon full exercise of the underwriters’ option to purchase additional shares. We received $520,079,000 of net proceeds (net of commissions and transaction costs of $22,146,000) from the sale of the shares. The net proceeds from the offering were used for debt reduction and general corporate purposes. The transaction increased shareholders’ equity by $520,079,000 (common stock $13,225,000 and capital in excess of par $506,854,000).
		During the six months ended June 30, 2009, we issued 561,529 shares of common stock to the administrator of our 401(k) savings and retirement plan and received cash proceeds of $24,295,000. These issuances were made in accordance with a letter agreement between us and the 401(k) plan administrator and, when applicable, a 10b5-1 Agreement on file with the plan administrator.
		During the second quarter of 2009, we issued 789,495 shares of common stock in connection with business acquisitions. We originally issued the shares to two exchange accommodation titleholders (selling shareholders) in a private placement pursuant to a planned Section 1031 reverse exchange under the Internal Revenue Code. The selling shareholders assumed our rights and obligations under the asset purchase agreement, and we registered the shares for public resale by the selling shareholders in order to fund their obligation. The selling shareholders will maintain legal ownership of the assets acquired until the entities are dissolved, at which time legal ownership will be transferred to us. The selling shareholders qualify as variable interest entities under the provisions of FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” [FIN 46(R)] for which we are the primary beneficiary. Accordingly, we have consolidated as applicable the financial position, results of operations and cash flows of the selling shareholders as of and for the period ended June 30, 2009, which principally consist of the receipt

of net cash proceeds from the issuance of shares of $33,862,000 and the acquisition noted above for a cash payment of $36,980,000, including acquisition costs and net of acquired cash.

During the first quarter of 2008, we issued 798,859 shares of common stock in connection with business acquisitions. We originally issued the shares to an exchange accommodation titleholder (selling shareholder) in a private placement pursuant to a planned Section 1031 reverse exchange under the Internal Revenue Code. The selling shareholder assumed our rights and obligations under the asset purchase agreement, and we registered the shares for public resale by the selling shareholder in order to fund its obligation. The selling shareholder maintained legal ownership of the assets acquired until it was dissolved during the fourth quarter of 2008, at which time legal ownership was transferred to us. The selling shareholder qualified as a variable interest entity under the provisions of FIN 46(R) for which we were the primary beneficiary. Accordingly, we have consolidated as applicable the financial position, results of operations and cash flows of the selling shareholder as of and for the period ended June 30, 2008, which principally consist of the receipt of net cash proceeds from the issuance of shares of $55,072,000 and the acquisition noted above for a cash payment of $55,763,000, including acquisition costs and net of acquired cash.

During the second quarter of 2008, we issued 352,779 shares of common stock in connection with business acquisitions.

On February 10, 2006, the Board of Directors increased to 10,000,000 shares the existing authorization to purchase common stock. On November 16, 2007, pursuant to the terms of the agreement to acquire Florida Rock, all treasury stock held immediately prior to the close of the transaction was canceled. Our Board of Directors resolved to carry forward the existing authorization to purchase common stock. As of June 30, 2009, 3,411,416 shares remained under the current authorization.

There were no shares purchased during the three and six month periods ended June 30, 2009 and 2008, and there were no shares held in treasury as of June 30, 2009, December 31, 2008 or June 30, 2008.

10.		Benefit Plans
		The following tables set forth the components of net periodic benefit cost (in thousands of dollars):

		Three Months Ended								Six Months Ended
		June 30								June 30
PENSION BENEFITS		2009				2008				2009				2008
Components of Net Periodic Benefit Cost
Service cost		$	4,658			$	4,096			$	9,319			$	9,583
Interest cost			10,485				9,322				20,970				19,951
Expected return on plan assets			(11,582	)			(12,980	)			(23,252	)			(25,958	)
Amortization of prior service cost			115				115				230				230
Amortization of actuarial loss			426				(106	)			826				280
Net periodic pension benefit cost		$	4,102			$	447			$	8,093			$	4,086

		Three Months Ended								Six Months Ended
		June 30								June 30
OTHER POSTRETIREMENT BENEFITS		2009				2008				2009				2008
Components of Net Periodic Benefit Cost
Service cost		$	978			$	1,306			$	1,956			$	2,612
Interest cost			1,761				1,727				3,522				3,455
Amortization of prior service cost			(206	)			(210	)			(412	)			(420	)
Amortization of actuarial loss			150				255				299				510
Net periodic postretirement benefit cost		$	2,683			$	3,078			$	5,365			$	6,157

The net periodic benefit costs for pension plans during the three and six months ended June 30, 2009 include pretax reclassifications from other comprehensive income totaling $541,000 and $1,056,000, respectively. The net periodic benefit costs for pension plans during the three and six months ended June 30, 2008 include pretax reclassifications from other comprehensive income totaling $9,000 and $510,000, respectively. During the six months ended June 30, 2009 and 2008, contributions of $2,242,000 and $1,593,000, respectively, were made to our pension plans.

The net periodic benefit costs for postretirement plans during the three and six months ended June 30, 2009 include pretax reclassifications from other comprehensive income totaling ($56,000) and ($113,000), respectively. The net periodic benefit costs for postretirement plans during the three and six months ended June 30, 2008 include pretax reclassifications from other comprehensive income totaling $45,000 and $90,000, respectively. These reclassifications from other comprehensive income are related to amortization of prior service costs or credits and actuarial losses.

11.		Credit Facilities, Short-term Borrowings and Long-term Debt
		Short-term borrowings are summarized as follows (in thousands of dollars):

		June 30				December 31				June 30
		2009				2008				2008
Bank borrowings		$	46,000			$	1,082,500			$	1,209,500
Commercial paper			366,300				0				0
Total short-term borrowings		$	412,300			$	1,082,500			$	1,209,500
Bank borrowings
Maturity			1 day				2 days				1 to 28 days
Weighted-average interest rate			0.62	%			1.63	%			2.63	%
Commercial paper
Maturity			1 to 43 days				n/a				n/a
Weighted-average interest rate			0.72	%			n/a				n/a

We utilize our bank lines of credit as liquidity back-up for outstanding commercial paper or draw on the bank lines to access LIBOR-based short-term loans to fund our borrowing requirements. Periodically, we issue commercial paper for general corporate purposes, including working capital requirements. We plan to continue this practice from time to time as circumstances warrant.

Our policy is to maintain committed credit facilities at least equal to our outstanding commercial paper. Unsecured bank lines of credit totaling $1,675,000,000 were maintained at June 30, 2009, of which $175,000,000 expires November 16, 2009 and $1,500,000,000 expires November 16, 2012. As of June 30, 2009, $46,000,000 of the lines of credit was drawn. Interest rates referable to borrowings under these lines of credit are determined at the time of borrowing based on current market conditions.

All lines of credit extended to us in 2009 and 2008 were based solely on a commitment fee; no compensating balances were required. In the normal course of business, we maintain balances for which we are credited with earnings allowances. To the extent the earnings allowances are not sufficient to fully compensate banks for the services they provide, we pay the fee equivalent for the differences.

As of June 30, 2009, $3,680,000 of our long-term debt, including current maturities, was secured. This secured debt was assumed with the November 2007 acquisition of Florida Rock. All other debt obligations, both short-term borrowings and long-term debt, are unsecured.

In February 2009, we issued $400,000,000 of long-term notes in two related series (tranches), as follows: $150,000,000 of 10.125% coupon notes due December 2015 and $250,000,000 of 10.375%

coupon notes due December 2018. The notes were initially sold to Goldman Sachs pursuant to an exemption from the Securities Act of 1933 (the Securities Act), as amended, and subsequently resold to Berkshire Hathaway pursuant to Rule 144A under the Securities Act. In May 2009, these notes were exchanged for substantially identical notes that were registered under the Securities Act. The notes are presented in the table below net of unamortized discounts from par. Discounts and debt issuance costs are being amortized using the effective interest method over the respective lives of the notes.

Long-term debt is summarized as follows (in thousands of dollars):

		June 30				December 31				June 30
		2009				2008				2008
10.125% 2015 notes issued 20091		$	149,511			$	0			$	0
10.375% 2018 notes issued 20092			248,213				0				0
3-year floating loan issued 2008			255,000				285,000				300,000
6.30% 5-year notes issued 20083			249,587				249,543				249,500
7.00% 10-year notes issued 20084			399,610				399,595				399,581
3-year floating notes issued 2007			325,000				325,000				325,000
5.60% 5-year notes issued 20075			299,615				299,565				299,518
6.40% 10-year notes issued 20076			349,829				349,822				349,815
7.15% 30-year notes issued 20077			249,314				249,311				249,308
6.00% 10-year notes issued 1999			0				250,000				250,000
Private placement notes			15,309				15,375				48,610
Medium-term notes			21,000				21,000				21,000
Industrial revenue bonds			17,550				17,550				17,550
Other notes			2,069				3,512				3,783
Total debt excluding short-term borrowings		$	2,581,607			$	2,465,273			$	2,513,665
Less current maturities of long-term debt			60,417				311,685				330,081
Total long-term debt		$	2,521,190			$	2,153,588			$	2,183,584
Estimated fair value of total long-term debt		$	2,499,454			$	1,843,479			$	2,168,874

The estimated fair values of long-term debt presented in the table above were determined by discounting expected future cash flows based on credit-adjusted interest rates on U.S. Treasury bills, notes or bonds, as appropriate. The fair value estimates were based on information available to management as of the respective balance sheet dates. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued since those dates.

Our debt agreements do not subject us to contractual restrictions with regard to working capital or

the amount we may expend for cash dividends and purchases of our stock. The percentage of consolidated debt to total capitalization (total debt as a percentage of total capital), as defined in our bank credit facility agreements, must be less than 65%. Our total debt as a percentage of total capital was 42.8% as of June 30, 2009; 50.2% as of December 31, 2008; and 48.7% as of June 30, 2008.

12.		Asset Retirement Obligations
		SFAS No. 143, “Accounting for Asset Retirement Obligations” (FAS 143) applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets.
		FAS 143 requires recognition of a liability for an asset retirement obligation in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.
		We record all asset retirement obligations for which we have legal obligations for land reclamation at estimated fair value. Essentially all these asset retirement obligations relate to our underlying land parcels, including both owned properties and mineral leases. FAS 143 results in ongoing recognition of costs related to the depreciation of the assets and accretion of the liability. For the three and six month periods ended June 30, we recognized operating costs related to FAS 143 as follows (in thousands of dollars):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
FAS 143 Operating Costs
Accretion		$	2,333			$	1,610			$	4,605			$	3,229
Depreciation			3,288				4,030				6,891				8,089
Total		$	5,621			$	5,640			$	11,496			$	11,318

FAS 143 operating costs for our continuing operations are reported in cost of goods sold. FAS 143 asset retirement obligations are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our asset retirement obligations are as follows (in thousands of dollars):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2009				2008				2009				2008
Balance at beginning of period		$	173,774			$	131,455			$	173,435			$	131,383
Liabilities incurred			0				931				334				1,148
Liabilities (settled)			(3,326	)			(4,757	)			(5,925	)			(8,220	)
Accretion expense			2,333				1,610				4,605				3,229
Revisions up (down)			(4,306	)			12,131				(3,974	)			13,830
Balance at end of period		$	168,475			$	141,370			$	168,475			$	141,370

The increase in the balance at the beginning of the six month period ended June 30, 2009 over the comparable 2008 period beginning balance, relates primarily to reclamation activity required under new development agreements and conditional use permits (collectively the agreements) at two aggregates facilities on owned property near Los Angeles, California. The new agreements allow us access to significant amounts of aggregates reserves at two existing pits, which we expect will result

in a significant increase in the mining lives of these quarries. The reclamation requirements under these agreements will result in the restoration and development of mined property into 110 acre and 90 acre tracts suitable for commercial and retail development.

13.		Standby Letters of Credit
		We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use commercial banks to issue standby letters of credit to back our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement. The standby letters of credit listed below are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are canceled. Substantially all of our standby letters of credit have a one-year term and are renewable annually at the option of the beneficiary.
		Our standby letters of credit as of June 30, 2009 are summarized in the table below (in thousands of dollars):

		June 30, 2009
Standby Letters of Credit
Risk management requirement for insurance claims		$	35,954
Payment surety required by utilities			308
Contractual reclamation/restoration requirements			12,029
Financial requirement for industrial revenue bond			14,230
Total standby letters of credit		$	62,521

Of the total $62,521,000 outstanding letters of credit, $59,006,000 is backed by our $1,500,000,000 bank credit facility which expires November 16, 2012.

14. Acquisitions

During the six months ended June 30, 2009, we acquired the following assets for approximately $38,955,000 (total note and cash consideration) net of acquired cash:

	—		leasehold interest in a rail yard
	—		two aggregates production facilities

The purchase price allocations for these 2009 acquisitions are preliminary and subject to adjustment.

15.		Goodwill
		Changes in the carrying amount of goodwill by reportable segment for the periods presented are summarized below (in thousands of dollars):

						Asphalt mix
		Aggregates				and Concrete				Cement				Total
Goodwill as of June 30, 2008		$	3,505,972			$	91,633			$	297,662			$	3,895,267
Goodwill of acquired businesses			1,455				0				0				1,455
Purchase price allocation adjustment			(516,047	)			0				(44,998	)			(561,045	)
Goodwill impairment			0				0				(252,664	)			(252,664	)
Goodwill as of December 31, 2008		$	2,991,380			$	91,633			$	0			$	3,083,013
Goodwill of acquired businesses1			9,558				0				0				9,558
Purchase price allocation adjustment			(1,047	)			0				0				(1,047	)
Goodwill as of June 30, 2009		$	2,999,891			$	91,633			$	0			$	3,091,524

16.		New Accounting Standards
		Recently Adopted
		FAS 141(R) — On January 1, 2009, we adopted SFAS No. 141(R), “Business Combinations” [FAS 141(R)], which requires the acquirer in a business combination to measure all assets acquired and liabilities assumed at their acquisition-date fair value. FAS 141(R) applies whenever an acquirer obtains control of one or more businesses. FAS 141(R) requires prospective application for business combinations consummated after adoption. Our adoption of FAS 141(R) on January 1, 2009 had no impact on our financial position, results of operations or liquidity.
		FAS 157 — On January 1, 2009, we adopted SFAS No. 157, “Fair Value Measurements” (FAS 157) for nonfinancial assets and liabilities. FAS 157 defines fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosures about fair value measurements. On January 1, 2008, we adopted FAS 157 with respect to financial assets and liabilities and elected to defer our adoption of FAS 157 for nonfinancial assets and liabilities as permitted by FSP FAS 157-2. Our adoption FAS 157 for nonfinancial assets and liabilities on January 1, 2009 did not materially affect our financial position, results of operations or liquidity.
		FAS 160 — On January 1, 2009, we adopted SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51” (FAS 160). FAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Our adoption of FAS 160 did not materially affect our results of operations, financial position or liquidity.
		FAS 161 — On January 1, 2009, we adopted SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (FAS 161). As a result of our adoption of FAS 161, we enhanced our interim disclosure of derivative instruments and hedging activities as reflected in Note 6.
		Pending Adoption
		FSP FAS 132(R)-1 — In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (FSP FAS 132(R)-1). This FSP amends SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to

require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets and valuation techniques used to measure the fair value of plan assets. The additional disclosure requirements of this FSP are effective for fiscal years ending after December 15, 2009. We expect to adopt this FSP within our annual disclosures for the year ending December 31, 2009.

FAS 167 — In June 2009, the FASB issued FAS No. 167,“Amendments to FASB Interpretation No. 46(R)” (FAS 167), which amends the consolidation guidance related to variable interest entities including removing the scope exemption for qualifying special-purpose entities. This statement is effective as of the first fiscal year that begins after November 15, 2009 with early adoption prohibited. We do not expect our adoption of FAS 167 on January 1, 2010 to have a material effect on our results of operations, financial position or liquidity.

Codification — In June 2009, the FASB issued FAS No. 168,“The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162” (Codification). The Codification is effective for periods ending after September 15, 2009. Upon our adoption of the Codification as of and for the period ending September 30, 2009, we will eliminate the use of pre-Codification GAAP references in our financial statements.

17.		Segment Reporting- Continuing Operations
		We have four operating segments organized around our principal product lines: aggregates, asphalt mix, concrete and cement. For reporting purposes, we have combined our Asphalt mix and Concrete operating segments into one reporting segment as the products are similar in nature and the businesses exhibit similar economic characteristics, production processes, types and classes of customer, methods of distribution and regulatory environments. Management reviews earnings from the product line reporting units principally at the gross profit level.
		The majority of our activities are domestic. We sell a relatively small amount of aggregates outside the United States. Transactions between our reportable segments are recorded at prices approximating market levels.

		Three Months Ended								Six Months Ended
Segment Financial Disclosure		June 30								June 30
Amounts in millions		2009				2008				2009				2008
TOTAL REVENUES
Aggregates		$	497.6			$	679.3			$	899.4			$	1,215.3
Asphalt mix and Concrete			218.3				325.4				411.5				592.0
Cement			16.9				29.2				36.6				60.2
Intersegment sales			(51.4	)			(67.9	)			(98.2	)			(129.8	)
Total net sales			681.4				966.0				1,249.3				1,737.7
Delivery revenues			40.5				55.6				72.9				101.2
Total revenues		$	721.9			$	1,021.6			$	1,322.2			$	1,838.9
GROSS PROFIT
Aggregates		$	126.8			$	217.9			$	190.4			$	344.8
Asphalt mix and Concrete			19.5				23.2				34.8				43.3
Cement			(0.5	)			4.1				(1.8	)			11.6
Total gross profit		$	145.8			$	245.2			$	223.4			$	399.7

18.		Supplemental Cash Flow Information
		Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below (in thousands of dollars):

		Six Months Ended
		June 30
		2009				2008
Cash payments (refunds)
Interest (exclusive of amount capitalized)		$	98,871			$	89,532
Income taxes			(9,468	)			37,055
Noncash investing and financing activities
Liabilities assumed in business acquisitions			0				1,292
Accrued liabilities for purchases of property, plant & equipment			14,684				24,834
Carrying value of noncash assets and liabilities exchanged			0				42,974
Debt issued for purchases of property, plant & equipment			1,982				8
Fair value of stock issued in business acquisitions			0				25,023
Other noncash transactions			0				16

19.		Other Commitments and Contingencies
		We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels. In addition to these lawsuits in which we are involved in the ordinary course of business, certain other legal proceedings are more specifically described below.
		City of Modesto
		On October 12, 2007, we reached an agreement with the City of Modesto in the case styled City of Modesto, et al. v. Dow Chemical Company, et al. , filed in San Francisco County Superior Court, California, to resolve all claims against Vulcan for a sum of $20 million. The agreement provides for a release and dismissal or withdrawal with prejudice of all claims against Vulcan. The agreement also expressly states that the settlement paid by Vulcan is for compensatory damages only and not for any punitive damages, and that Vulcan denies any conduct capable of giving rise to an assignment of punitive damages. The settlement was approved by the San Francisco Superior Court judge presiding over this case and thus is now final. While we believe the verdicts rendered and damages awarded during the first phase of the trial are contrary to the evidence presented, we settled the city’s claims in order to avoid the costs and uncertainties of protracted litigation. The $20 million was paid during the fourth quarter of 2007. We believe the settlement damages, legal defense costs, and other potential claims are covered, in whole or in part, by insurance policies purchased by Vulcan, and we are pursuing recovery from these insurers.
		On June 30, 2009, we reached a settlement with one of our insurers. As a result, we recorded a pretax gain, after deducting legal fees and other expenses, of approximately $12.2 million. As part of the settlement, we agreed to release the insurer from any further claims that could be asserted related to the Modesto case, as well as the Lyon and Team Enterprises cases. We continue to pursue recovery from other insurers.
		Although the Company’s $20 million settlement resolved all claims against Vulcan by the City of Modesto, certain ancillary claims related to this matter remain unresolved as follows:

	•		Lyon
			On or about September 18, 2007, Vulcan was served with a third-party complaint filed in the U.S. District Court for the Eastern District of California (Fresno Division) in the matter

of United States v. Lyon . The underlying action was brought by the U.S. Environmental Protection Agency against various individuals associated with a dry cleaning facility in Modesto called Halford’s, seeking “recovery of unreimbursed costs incurred by it for activities undertaken in response to the release or threatened release of hazardous substances at the Modesto Groundwater Superfund Site in Modesto, Stanislaus County, California.” The complaint also seeks certain civil penalties against the named defendants. Vulcan was sued by the original defendants as a third-party defendant in this action. No discovery has been conducted in this matter. At this time we cannot determine the likelihood or reasonably estimate a range of loss pertaining to this matter.

•

Team Enterprises

On June 5, 2008, we were named as a defendant in the matter of Team Enterprises, Inc., v. Century Centers, Ltd., et al. , filed in Modesto, Stanislaus County, California but removed to the United States District Court for the Eastern District of California (Fresno Division). This is an action filed by Team Enterprises as the former operator of a dry cleaners located in Modesto, California. The plaintiff is seeking damages from the defendants associated with the remediation of perchloroethylene from the site of the dry cleaners. The complaint also seeks other damages against the named defendants. No discovery has been conducted in this matter. At this time we cannot determine the likelihood or reasonably estimate a range of loss pertaining to this matter.

•

R.R. Street Indemnity

R.R. Street and Company (Street) and National Union Fire Insurance Company of Pittsburgh, PA, filed a lawsuit against the Company on February 26, 2008 in the United States District Court for the Northern District of Illinois, Eastern Division. Street, a former distributor of perchloroethylene manufactured by Vulcan and also a defendant in the City of Modesto, Lyon and Garcia litigation, alleges that Vulcan owes Street, and its insurer (National Union), a defense and indemnity in all of these litigation matters. National Union alleges that Vulcan is obligated to contribute to National Union’s share of defense fees, costs and any indemnity payments made on Street’s behalf. Vulcan was successful in having this case dismissed in light of insurance coverage litigation pending in California, which is already addressing these same issues. Street appealed the court’s ruling to the U.S. Seventh Circuit. The Seventh Circuit reversed the decision of the trial court on June 25, 2009, and Vulcan filed a request on July 9, 2009 for an en banc rehearing by the Seventh Circuit, which was denied. Therefore, the case will be remanded to the U.S. District Court for further proceedings. Street also has asserted that it is entitled to a defense in the California Water Service Company litigation set forth below.

		California Water Service Company
		On June 6, 2008, we were served in the action styled California Water Service Company v. Dow, et al. now pending in the San Mateo County Superior Court, California. According to the complaint, California Water Service Company “owns and/or operates public drinking water systems, and supplies drinking water to hundreds of thousands of residents and businesses throughout California.” The complaint alleges that water systems in a number of communities were contaminated with perchloroethylene. Our former Chemicals Division produced and sold perchloroethylene. The plaintiff is seeking compensatory damages, treble damages and punitive damages. No discovery has been conducted in this matter. At this time we cannot determine the likelihood or reasonably estimate a range of loss pertaining to this matter.

		Sunnyvale, California
		On January 6, 2009, we were served in an action styled City of Sunnyvale v. Legacy Vulcan Corporation, f/k/a Vulcan Materials Company, filed in the San Mateo County Superior Court, California. The plaintiffs are seeking cost recovery and other damages for alleged environmental contamination for perchloroethylene and its breakdown products at the Sunnyvale Town Center Redevelopment Project. No discovery has been conducted in this matter. At this time we cannot determine the likelihood or reasonably estimate a range of loss pertaining to this matter.

Florida Lake Belt Litigation

On March 22, 2006, the United States District Court for the Southern District of Florida (in a case captioned Sierra Club, National Resources Defense Council and National Parks Conservation Association v. Lt. General Carl A. Stock, et al. ) ruled that a mining permit issued for our Miami quarry, which was acquired in the Florida Rock transaction in November 2007, as well as certain permits issued to competitors in the same region, had been improperly issued. The Court remanded the permitting process to the U. S. Army Corps of Engineers (Corps of Engineers) for further review and consideration. In July 2007, the Court ordered us and several other mining operations in the area to cease mining excavation under the vacated permits pending the issuance by the Corps of Engineers of a Supplemental Environmental Impact Statement (SEIS). The District Court decision was appealed to the U.S. Court of Appeals for the Eleventh Circuit, and the Eleventh Circuit reversed and remanded the case to the District Court. With issuance of the Eleventh Circuit’s Mandate on July 1, 2008, we resumed mining at the Miami quarry. On January 30, 2009, the District Court again issued an order invalidating certain of the Lakebelt mining permits, which immediately stopped all mining excavation in the majority of the Lakebelt region. We have appealed this order to the Eleventh Circuit but are not currently mining in the areas covered by the District Court order. Our appeal has been scheduled for oral argument in October 2009. On May 1, 2009, the Corps of Engineers issued a Final SEIS and accepted public comments until June 8, 2009, pending issuance of the Record of Decision with respect to issuance of permits.

IDOT/Joliet Road

In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook quarry in McCook, Illinois, a Chicago suburb. IDOT seeks damages to “repair, restore, and maintain” the road or, in the alternative, judgment for the cost to “improve and maintain other roadways to accommodate” vehicles that previously used the road. The complaint also requests that the court enjoin any McCook quarry operations that will further damage the road. The court in this case granted summary judgment in favor of Vulcan on certain claims. The court also granted the plaintiff’s motion to amend their complaint to add a punitive damages claim, although the court made it clear that it was not ruling on the merits of this claim. Discovery is ongoing. We believe that the claims and damages alleged by the State are covered by liability insurance policies purchased by Vulcan. We have received a letter from our primary insurer stating that there is coverage of this lawsuit under its policy, although the letter indicates that the insurer is currently taking the position that various damages sought by the State are not covered.

Industrial Sand

We produced and marketed industrial sand from 1988 to 1994. Since 1993 we have been sued in numerous suits in a number of states by plaintiffs alleging that they contracted silicosis or incurred personal injuries as a result of exposure to, or use of, industrial sand used for abrasive blasting. As of July 7, 2009, the number of suits totaled 55 involving an aggregate of 526 plaintiffs. There are 51 pending suits with 499 plaintiffs filed in Texas. Those Texas cases are in a State Multidistrict Litigation Court and are stayed pending resolution of discovery issues and a constitutional challenge of the Texas Silica Act brought by the plaintiffs. There are 4 cases pending in Louisiana with 27

plaintiffs. The 27 cases that were pending in California were voluntarily dismissed in July 2009 with no payment made in settlement thereof. We are seeking dismissal of all other suits on the grounds that plaintiffs were not exposed to our product. To date we have been successful in getting dismissals from cases involving over 17,000 plaintiffs with little or no payments made in settlement.

It is not possible to predict with certainty the ultimate outcome of these and other legal proceedings in which we are involved and a number of factors, including developments in ongoing discovery or adverse rulings, could cause actual losses to differ materially from accrued costs. We believe the amounts accrued in our financial statements as of June 30, 2009 are sufficient to address claims and litigation for which a loss was determined to be probable and reasonably estimable. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in our most recent Annual Report on Form 10-K.

GENERAL COMMENTS

Overview

Vulcan provides essential infrastructure materials required by the U.S. economy. We are the nation’s largest producer of construction aggregates — primarily crushed stone, sand and gravel — and a major producer of asphalt mix and concrete and a leading producer of cement in Florida. We operate primarily in the United States and our principal product — aggregates — is consumed in virtually all types of publicly and privately funded construction. While aggregates are our primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and concrete, can be managed effectively in certain markets to generate acceptable financial returns. As such, we evaluate the structural characteristics of individual markets to determine the appropriateness of an aggregates only or vertical integration strategy. Demand for our products is dependent on construction activity. The primary end uses include public construction, such as highways, bridges, airports, schools and prisons, as well as private nonresidential (e.g., manufacturing, retail, offices, industrial and institutional) and private residential construction (e.g., single-family and multifamily). Customers for our products include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county and municipal governments; railroads; and electric utilities. Customers are served by truck, rail and water distribution networks from our production facilities and sales yards.

Seasonality of Our Business

Virtually all our products are produced and consumed outdoors. Our financial results for any individual quarter are not necessarily indicative of results to be expected for the year, due primarily to the effect that seasonal changes and other weather-related conditions can have on the production and sales volumes of our products. Normally, the highest sales and earnings are attained in the third quarter and the lowest are realized in the first quarter. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical swings in private construction spending. These cyclical swings are further affected by fluctuations in interest rates, and demographic and population fluctuations.

Forward-looking Statements

Certain matters discussed in this report, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to, those associated with general economic and business conditions; changes in interest rates; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for residential and private nonresidential construction; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing healthcare costs; the amount of long-term debt and interest expense; losses in pension plan assets which will require an increase in the cash contributions to the plans; the timing and amount of any future payments to be received under the 5CP earn-out contained in the agreement for the divestiture of our Chemicals business; our ability to secure and permit aggregates reserves in strategically located areas; our ability to manage and successfully integrate acquisitions; the impact of the global financial crisis on our business and financial condition and access

to the capital markets; and other assumptions, risks and uncertainties detailed from time to time in our periodic reports. Forward-looking statements speak only as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements, as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our future filings with the Securities and Exchange Commission or in any of our press releases.

RESULTS OF OPERATIONS

In the discussion that follows, continuing operations consist solely of our Construction Materials business, which is organized into three reportable segments: Aggregates; Asphalt mix and Concrete; and Cement. Discontinued operations, which consist of our former Chemicals businesses, are discussed separately. In the discussion that follows, segment revenue at the product line level includes intersegment sales. Net sales and cost of goods sold exclude intersegment sales and delivery revenues and costs. This presentation is consistent with the basis on which management reviews results of operations.

Second Quarter 2009 Compared with Second Quarter 2008

Second quarter 2009 net sales were $681.4 million, a decrease of 29% compared with $966.0 million in the second quarter of 2008. Aggregates shipments declined 31%, reducing earnings $0.64 per diluted share while aggregates pricing increased 3%, increasing earnings $0.08 per diluted share. While our current results reflect the volume effect of the prolonged recession, we are encouraged by the increased level of bid activity by state transportation departments as well as the significant increase in highway construction contract awards reported in May and June. The increased level of bid activity and contracts awarded demonstrate that funding provided by the federal economic stimulus plan, or American Recovery and Reinvestment Act, is working its way into the economy. We expect construction activity referable to these contract awards to begin in the second half of 2009 and to provide a meaningful contribution to overall aggregates demand in 2010.

Net earnings were $22.2 million, or $0.20 per diluted share, in the second quarter of 2009 compared with $140.8 million, or $1.27 per diluted share, for the second quarter of 2008. Current year second quarter net earnings per diluted share include $0.06 referable to discontinued operations and $0.12 referable to the 54% comparative decrease in the unit cost for diesel fuel. Prior year results include net earnings per diluted share of $0.34 referable to the sale of quarry sites divested as a condition for approval by the Department of Justice of the Florida Rock acquisition.

Continuing Operations

Earnings from continuing operations before income taxes for the second quarter of 2009 versus the second quarter of 2008 are summarized below (in millions of dollars):

Second quarter 2008		$205
Lower aggregates earnings due to
Lower volumes			(112	)
Higher selling prices			14
Lower costs			6
Lower asphalt mix and concrete earnings			(4	)
Lower cement earnings			(5	)
Lower selling, administrative and general expenses			5
Gain on 2008 divestitures			(74	)
All other			(10	)
Second quarter 2009		$	25

Aggregates segment revenues decreased $181.7 million, or 27%, to $497.6 million in the second quarter of 2009 compared with $679.3 million in the second quarter of 2008. Sharply lower shipments more than offset the earnings benefit from improved prices (3% increase), lower unit costs for diesel fuel and cost control measures. Aggregates shipments declined 31% from the prior year due to weak demand and wet weather. The increase in the average selling price for aggregates reflects wide variations across Vulcan-served markets. Many major markets realized price improvement from the prior year well above the 3% average, while certain markets in the far West and Florida reported year-over-year declines in average

selling price. Aggregates cash fixed costs were reduced 17% from the prior year’s second quarter. By rationalizing production, reducing operating hours, streamlining the workforce and effectively managing spending levels, we offset some of the cost impact related to lower volumes. Gross profit for the Aggregates segment was $126.8 million in the second quarter of 2009 compared with $217.9 million in the same period last year.

Asphalt mix and Concrete segment revenues decreased $107.1 million to $218.3 million in the second quarter of 2009 as compared with $325.4 million in the second quarter of 2008. Shipments of asphalt mix and ready-mixed concrete declined 30% and 35%, respectively. Gross profit for the Asphalt mix and Concrete segment declined $3.7 million, or 16%, to $19.5 million in the second quarter of 2009 compared with $23.2 million in the second quarter of 2008. Asphalt mix earnings were higher this quarter as compared with the second quarter of 2008 as material margins recovered to more normal levels, reflecting moderation in the cost of liquid asphalt, which more than offset the earnings effect of the 30% decline in shipments. Concrete earnings decreased from the prior year’s second quarter due primarily to lower volumes.