10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2
(Mark One) {X}   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended   December 31, 2000
OR
{  }   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number   1-4033
VULCAN MATERIALS COMPANY (Exact name of registrant as specified in its charter)
New Jersey                                   (State or other jurisdiction of incorporation or organization)	63-0366371                                      (I.R.S. Employer Identification No.)
1200 Urban Center Drive, Birmingham, Alabama             (Address of principal executive offices)	35242                                                           (Zip Code)
Registrant's telephone number, including area code         (205) 298-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class            Common Stock, $1 par value	Name of each exchange on which registered               New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:   None      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   X   No          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-K or any amendment to this Form 10-K.      State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. Aggregate market value of voting stock held by non-affiliates as of February 28, 2001:  $4,225,418,721      Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.                           Common Stock, $1.00 par value, as of February 28, 2001:   101,088,331 shares                                            DOCUMENTS INCORPORATED BY REFERENCE (1)  Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2000, are incorporated      by reference into Parts I, II and IV of this Annual Report on Form 10-K. (2)  Portions of the registrant's annual proxy statement for the annual meeting of its shareholders to be held on May 11,      2001, are incorporated by reference into Part III of this Annual Report on Form 10-K.

VULCAN MATERIALS COMPANY
Annual Report On Form 10-K/A
Fiscal Year Ended December 31, 2000

Explanatory Note

As discussed in Note 15 to the consolidated financial statements, subsequent to the issuance of the Company's 2000 consolidated financial statements, management determined that the Company's practice of netting third-party delivery costs against amounts billed to customers for delivery was inconsistent with Emerging Issues Task Force Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs (EITF 00-10). EITF 00-10 requires amounts billed to customers for delivery costs to be classified as a component of total revenues, and the related delivery costs to be classified as either a component of total cost of revenues or separately reported within the Statements of Earnings. Accordingly, the consolidated Statements of Earnings have been restated to reflect the recording of these amounts pursuant to EITF 00-10. The effect of the restatement is to increase total revenues and cost of revenues for the years ended December 31, 2000, 1999 and 1998. Gross profit, earnings before income taxes, net earnings and the related per share amounts were not affected.

No attempt has been made in this Form 10-K/A to update disclosures for events subsequent to the initial filing date of March 30, 2001.

VULCAN MATERIALS COMPANY Cross Reference Sheet for Documents Incorporated by Reference
Form 10-K/A Item No.	Heading in Annual Report to Shareholders for Year Ended December 31, 2000	Page in Annual Report
1.  Business (Financial Results by       Business Segments)	Segment Financial Data for the 3 Years Ended    December 31, 2000-Note 11, Segment Data	47-48
3.  Legal Proceedings	Note 9, Other Commitments and Contingent Liabilities Note 14.C, Subsequent Events	47
6.  Selected Financial Data	Consolidated Statements of Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Shareholders' Equity Notes to Consolidated Financial Statements	31 32 33 34 40-50
7.  Management's Discussion and       Analysis of Financial Condition       and Results of Operations	Management's Discussion and Analysis of Results of    Operations and Financial Condition Financial Terminology	35-39 62
7A. Quantitative and Qualitative          Disclosures About Market Risk	Management's Discussion and Analysis of Results of    Operations and Financial Condition	39
8.  Financial Statements and       Supplementary Data	Management's Responsibility for Financial Reporting    and Internal Control Independent Auditors' Report Net Sales, Net Earnings and Earnings Per Share    Quarterly Financial Data for Each of the 2 Years    Ended December 31, 2000 and 1999 (Unaudited)	30 30 58
14. Exhibits, Financial Statement       Schedules and Report on       Form 8-K	Consolidated Statements of Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Shareholders' Equity Notes to Consolidated Financial Statements Management's Responsibility for Financial Reporting    and Internal Control Independent Auditors' Report Net Sales, Total Revenues, Net Earnings and Earnings Per    Share Quarterly Financial Data for Each of the 2 Years    Ended December 31, 2000 and 1999 (Unaudited)	31 32 33 34 40-50 30 30 58
Heading in Proxy statement for Annual Meeting of Shareholders to be held May 11, 2001
10. Directors and Executive Officers       of the Registrant	Election of Directors; Nominees for Election to the Board of    Directors; Directors Continuing in Office; Section 16(a)    Beneficial Ownership Reporting Compliance
11. Executive Compensation	Compensation of Directors; Executive Compensation; Option    Grants in 2000; Report of the Compensation Committee;    Aggregated Option Exercises in Last Fiscal Year and Fiscal    Year End Option Values; Shareholder Return Performance    Presentation; Retirement Income Plan: Change in Control    Employment Agreements; Executive Incentive Plan
12. Security Ownership of Certain       Beneficial Owners and       Management	Stock Ownership of Certain Beneficial Owners;    Stock Ownership of Management

VULCAN MATERIALS COMPANY Annual Report On Form 10-K/A Fiscal Year Ended December 31, 2000 CONTENTS
Part	Item		Page
I	1 2 3 4 4a.	Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders Executive Officers of the Registrant	1 5 7 9 9
II	5 6 7 7A. 8 9	Market for the Registrant's Common Equity and Related    Stockholder Matters Selected Financial Data Management's Discussion and Analysis of Financial Condition    and Results of Operations Quantitative and Qualitative Disclosure About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and    Financial Disclosure	11 11 12 12 12 12
III	10 11 12 13	Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and    Management Certain Relationships and Related Transactions	13 13 13 13
IV	14	Exhibits, Financial Statement Schedules and Reports on    Form 8-K	13
	--	Signatures	20

PART 1

Item 1.  Business

         Vulcan Materials Company, a New Jersey corporation incorporated in 1956, and its subsidiaries (together called the "Company") are principally engaged in the production, distribution and sale of construction materials ("Construction Materials") and industrial and specialty chemicals ("Chemicals"). Construction Materials and Chemicals are both reported as segments. The Company is the nation's foremost producer of construction aggregates, a major producer of other construction materials and a leading chemicals manufacturer, supplying chloralkali and other industrial and specialty chemicals.

Competition and Customers

         All of the Company's products are marketed under highly competitive conditions, including competition in price, service and product performance. There are a substantial number of competitors in both the Construction Materials segment and the Chemicals segment.

         The Company is the largest construction aggregates producer in the United States. The Company estimates that the top ten producers in the nation represent less than a third of the total market, resulting in a highly fragmented market in some areas. Therefore, depending on the market, the Company competes with a number of large, national and small, local producers. Since construction aggregates are expensive to transport, the main competitive factor in the construction aggregates business is having a transportation advantage over competitors. The Company believes it is strategically located in eight of the ten states expected to have the greatest growth, in absolute population, over the next decade. The Company also has facilities located on waterways and rail which increase its geographic market extensively, while providing lower cost rail and barge transportation.  The Construction Materials segment sells a relatively small amount of construction aggregates outside of the United States. Nondomestic net sales in the Construction Materials segment were $26,000 in 2000, and $27,000 in 1999 and 1998, respectively.

         The Company's chemicals segment also competes throughout the United States with numerous companies, including some of the largest chemical companies, in the production and sale of its lines of chemicals. The Company's chemicals segment competes principally on the basis of quality, price and technical support for its products. The segment also competes for sales to customers outside the United States primarily in Asia, South America and Europe. The segment's net sales to foreign customers were $58.8 million in 2000, $58.2 million in 1999 and $28.6 million in 1998.

         No material part of the business of either segment of the Company is dependent upon a single customer or upon a few customers, the loss of any one of which would have a materially adverse effect on the segment. The Company's products are sold principally to private industry. Although large amounts of construction materials are used in public works, relatively insignificant sales are made directly to federal, state, county or municipal governments, or agencies thereof.

Research and Development and Environmental Costs

         The Company conducts research and development activities for both of its business segments. The Construction Materials research and development facility is located in Birmingham, Alabama. The Chemicals research and development laboratories are located in Wichita, Kansas and Columbus, Georgia. In general, the Company's research and development effort is directed to applied technological development relating to the use of its Construction Materials and Chemicals products as well as for the manufacturing or processing of its Chemicals products. The Company spent approximately $1,360,000 in 2000, $1,231,000 in 1999 and $984,000 in 1998 on research and development activities for its Construction Materials segment. The Company spent approximately $6,840,000 in 2000, $8,803,000 in 1999 and $8,641,000 in 1998 on research and development activities for its Chemicals segment.

         The Company estimates that capital expenditures for environmental control facilities in 2001 and 2002 will be approximately $12,782,000 and $7,833,000, respectively, for the Construction Materials segment, and $3,594,000 and $700,000, respectively, for the Chemicals segment.

         Certain of the Company's chemical operations are subject to the Resource Conservation and Recovery Act ("RCRA"). Under the corrective action requirements of RCRA, the Environmental Protection Agency ("EPA") must identify facilities subject to RCRA's hazardous waste permitting provisions where past practices have caused releases of hazardous waste or constituents thereof. The owner of any such facility is then required to conduct a Remedial Facility Investigation ("RFI") defining the nature and extent of any such releases. If the results of the RFI determine that constituent concentrations from any such release exceed action levels specified by the EPA, the facility owner is further required to perform a Corrective Measures Study ("CMS") identifying feasible technological alternatives for addressing these releases. Depending upon the results reported to the EPA in the RFI and CMS, the EPA subsequently may require Corrective Measures Implementation ("CMI") by the facility owner - essentially, implementation of a cleanup plan developed by the EPA based on the RFI and CMS.

         The Company expects to incur RFI and CMS costs over the next several years at its Geismar and Wichita manufacturing facilities. For each of these two facilities, the RFI and CMS results will determine whether the EPA subsequently requires a CMI to address releases at the facility, and the scope and cost of any such CMI. With respect to those RFI and CMS costs that currently can be reasonably estimated, the Company has determined that its accrued reserves are adequate to cover such costs. However, the total costs which ultimately may be incurred by the Company in connection with discharging its obligations under RCRA's corrective action requirements cannot reasonably be estimated at this time.

Patents and Trademarks

         As of March 29, 2001, the Company owns, has the right to use, or has made applications for approximately 80 patents which have been granted or are pending in the United States and various other countries, as well as some 22 trademarks registered or pending registration in the United States and other countries. These patents, patent applications and trademarks relate to the Company's businesses, primarily, its Chemicals businesses. The Company believes that its patents, patent applications and trademarks are valuable both individually and in the aggregate to the Company's operations, but the Company also believes that neither any individual patent, patent application or trademark nor any specific or general aggregation of its patents, patent applications and trademarks is material to the conduct of the Company's business as a whole.

Other Information

         The Company's principal sources of energy are electricity, natural gas and diesel fuel. The Company does not anticipate any material difficulty in obtaining the required sources of energy for its operations.

         In 2000, the Construction Materials segment employed an average of approximately 7,590 people. The Chemicals segment employed an average of approximately 1,525 people. The Company's corporate office employed an average of approximately 200 people. The Company considers its relationship with its employees to be good.

         Financial results of the Company for any individual quarter are not necessarily indicative of results to be expected for the year, due primarily to the effect that weather can have on the sales and production volume of the Construction Materials segment. Normally, the highest sales and earnings of the Construction Materials segment are attained in the third quarter and the lowest are realized in the first quarter.

         The Company does not consider its backlog of orders to be material to, or a significant factor in, evaluating and understanding either of its business segments or its business considered as a whole.


Segment Information

     Construction Materials

         The Company's construction materials business consists of the production and sale of construction aggregates and other construction materials and related services. Construction aggregates include crushed stone, sand and gravel, rock asphalt, recrushed concrete and crushed slag (a by-product of blast iron and steel production) and are employed in virtually all types of construction, including highway construction and maintenance, and in the production of asphaltic and portland cement concrete mixes. Aggregates also are widely used as railroad track ballast. Construction aggregates constituted approximately 66% of the dollar volume of the Construction Materials segment's 2000 sales, as compared to 66% in 1999 and 84% in 1998.

         Each type of aggregate is sold in competition with other types of aggregates and in competition with other producers of the same type of aggregates. Because of the relatively high transportation costs inherent in the business, competition generally is limited to the areas in relatively close proximity to production facilities. Noteworthy exceptions are the areas along the Mississippi, Tennessee-Tombigbee and James river systems and the Gulf Coast which are served by the Company's river quarries, areas served by rail-connected quarries, and the areas along the U.S. coast served by ocean-going vessels that transport stone from the Company's joint venture operation in Mexico. The Company's construction aggregates are sold in 21 states, the District of Columbia and Mexico.

         In October 2000, the Company acquired various assets of Tarmac America, Inc. for $226.9 million in cash plus related working capital. The acquired assets primarily included aggregates production and distribution facilities in Maryland, Pennsylvania, South Carolina and Virginia. This acquisition was made under a purchase agreement between the Company and Titan Atlantic LLC. The Company entered into the agreement in order to strengthen its Construction Materials segment by extending its geographic scope of operations in the eastern U.S. In the Tarmac acquisition the Company acquired control of approximately 500 million tons of proven and permitted aggregates reserves.

         In addition to the Tarmac acquisition in 2000, the Company acquired 2 recycling facilities and opened 2 greenfield sites.

         By the end of the first quarter of 2001, the Company expects to have acquired from Empresas ICA Sociedad Controladora, S.A. de C.V., or ICA, for $121.1 million in cash, subject to certain adjustments, all of its interests in the companies that made up the Vulcan/ICA joint venture. These companies produce aggregates in Mexico's Yucatan Peninsula and transport and sell them in various markets primarily along the U.S. Gulf Coast. The acquisition will result in the Company becoming the sole owner of the joint venture companies, known collectively as the Crescent Market Companies. The businesses of these companies include:

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a limestone quarry, aggregates processing plant, deep water harbor and other properties, located on the east coast of the Yucatan Peninsula;

aggregates transportation involving two vessels used to transport aggregates from Mexico to the U.S. and the Caribbean Basin; and

aggregates production and distribution involving various distribution facilities primarily on the Gulf Coast, as well as two aggregates production facilities in Florida and a fine grind plant in Texas.

         Shipments of all construction aggregates totaled approximately 222 million tons in 2000.

         As of year-end 2000, the Company, either directly or indirectly or through joint ventures, operated 201 permanent reserve-supplied aggregates production facilities in 16 states and Mexico for the production of crushed stone (limestone and granite), sand and gravel, and rock asphalt with estimated reserves totaling approximately 10 billion tons.

         As of year-end 2000, the Company, either directly or indirectly or through joint ventures, operated 29 recrushed concrete plants, 3 slag plants, and various other types of plants which produce fine grind, dolomitic lime and other aggregates.

          Other Construction Materials products and services include asphalt mix and related products, ready-mixed concrete, trucking services, barge transportation, paving construction, and several other businesses. As of year-end 2000, the Company operated 52 asphalt plants in 6 states and 28 ready-mixed concrete plants in 5 states.

         Environmental and zoning regulations have made it increasingly difficult for the construction aggregates industry either to expand existing quarries or to develop new quarries in some markets. Although it cannot be predicted what policies will be adopted in the future by governmental bodies regarding environmental controls which affect the construction materials industry, the Company believes that future environmental control costs will not have a materially adverse effect upon its business. Furthermore, any future land use restrictions could make zoning and permitting more difficult. Any such restrictions, while curtailing expansion or acquisitions in certain areas, could potentially enhance the value of the Company's existing mineral reserves.

         Management believes that the Construction Materials segment's raw material reserves are sufficient for predicted production levels for the foreseeable future. The Company does not anticipate any material difficulties in either the number of sources or the availability of raw materials in the future.

         The Construction Materials segment strives to maintain a sufficient level of inventory of its aggregates to meet rapid delivery requirements of its customers. The Construction Materials segment generally provides for standard payment terms similar to those customary for the construction aggregates industry. The terms generally provide for payment within 30 days of being invoiced.

     Chemicals

         The Chemicals segment is organized into two business units: the Chloralkali Business Unit which manages the Company's line of chloralkali products and related businesses, and the Performance Chemicals Business Unit which manages the Company's specialty chemicals and services business.

         The Chloralkali business unit produces and sells chlorine, caustic soda, hydrochloric acid, potassium chemicals and chlorinated organic chemicals principally to the chemical processing, refrigeration, polymer, food and pharmaceutical, pulp and paper, textile, and water management industries. The Performance Chemicals business unit offers specialty and custom chemical products, services, technologies and manufacturing capabilities to a number of industries, including pulp and paper and water management.

         In the paper industry, caustic soda is used primarily in the kraft and sulfite pulping processes. Chlorine is used in potable water disinfection and sewage management to remove impurities from recycled aluminum and as an ingredient to make other chlorinated products. Caustic soda and caustic potash are used in the production of soaps and detergents. Caustic soda also is used to demineralize water for steam production at electrical energy facilities and to remove sulfur from gas and coal. The Company supplies hydrochloric acid to the energy industry for stimulation of oil and gas wells. Hydrochloric acid, caustic soda, caustic potash and methylene chloride are used by the food and pharmaceutical industries. Perchloroethylene and methylene chloride are used in industrial cleaning applications. Perchloroethylene is also used in the dry cleaning industry. Ethylene dichloride (EDC) is used in the manufacture of PVC, and pentachlorophenol is used in wood or utility pole treatment. The Chloralkali Business Unit's sales to the chemical processing industry serve companies that produce organic and inorganic chemical intermediates and finished products. Products sold to this market segment include hydrochloric acid, chlorine, caustic soda, caustic potash, potassium carbonate and various chlorinated hydrocarbons. Potassium carbonate is used in the manufacture of screen glass, rubber antioxidants, cleansers and other chemicals. The Company sells chloroform, methyl chloroform, perchloroethylene and other chlorinated hydrocarbons to the fluorocarbons market as feedstock for manufacturing refrigerants.

         In 1998, the Company first announced the formation of a joint venture with Mitsui & Co., Ltd., to construct a new chloralkali plant and expand EDC production capacity at the Company's current manufacturing site in Geismar, Louisiana. This joint venture was structured to take advantage of the Company's manufacturing and domestic marketing capabilities and Mitsui's access to global EDC markets. Both the new chloralkali plant and the expanded EDC plant began production in 2000.

         In February 1999, the Company combined its specialty chemicals businesses into one business unit called Vulcan Performance Chemicals. The new business unit includes Callaway Chemical Company, Callaway's Mayo Division, Vulcan Performance Chemicals, Callaway Chemical De Mexico DeRL DE CV, Vulcan Chemical Technologies, Inc. and Vulcan's sodium chlorite business. These businesses formerly operated as the Company's Performance Systems Business Unit. Vulcan Performance Chemicals offers a blend of products, services, technologies and manufacturing capabilities for customers in a variety of industries, with emphasis on pulp and paper and water management. Additionally, Vulcan Performance Chemicals intends to expand into the petrochemical, mining and utilities markets.

         Underground reserves of salt, a basic raw material used by the Chloralkali Business Unit in the production of chlorine and caustic soda, are located near the Company's Wichita, Kansas and Geismar, Louisiana plants. The Company purchases salt for its Port Edwards, Wisconsin plant. Ethylene, methanol and vinyl chloride monomer, the other major raw materials used in the Chloralkali Business Unit, and various chemicals used as raw materials by Vulcan Performance Chemicals are purchased from several different suppliers. Sources of salt, ethylene, methanol, vinyl chloride monomer and various other raw material chemicals are believed to be adequate for the Company's operations, and the Company does not anticipate any material difficulty in obtaining the raw materials which it uses.

         The Chemicals segments delivers its products upon receipt of orders or requests from customers. On occasion, when necessary to conform to regional industry practices, the Company has sold product under various payment terms.

         In the 1990's the production of carbon tetrachloride and methyl chloroform for emissive uses was phased out to a large extent because of the ozone depleting properties of these chemicals. The Company has now developed new nondepleting products to replace those products. The Company intends to build a plant at its Geismar location that will produce HCC-240fa, a feedstock to make new fluorocarbons that will replace hydrochlorofluorocarbons. Under long-term agreements, the Company will supply HCC-240fa to Honeywell Specialty Chemicals for its plant which will also be located in Geismar. The resulting foam-blowing agent will be used in the manufacture of insulation products. Both the Company's and Honeywell's plants are scheduled to be operational by mid-2002.

Financial Results by Business Segments

         Net sales, total revenues, earnings, identifiable assets and related financial data for each of the Company's business segments for the three years ended December 31, 2000, are reported on pages 47 and 48 (Note 11 of the Notes to Financial Statements) in the Company's 2000 Annual Report to Shareholders (as amended) which referenced pages of said report are incorporated herein by reference.

Item 2. Properties

Construction Materials

         The Company's current estimate of approximately 10.0 billion tons of zoned and permitted aggregates reserves is approximately 0.5 billion tons more than the estimate reported at the end of 1999. These reserves include aggregates reserves in Mexico owned or controlled by the Company's Mexican joint venture which the Company is in the process of acquiring full ownership of, as described above. Increases in the Company's reserves primarily have resulted from 2000 acquisitions. Management believes that the quantities of zoned and permitted reserves at the Company's aggregates facilities are sufficient to result in an average life of approximately 43 years at present operating levels. See Note 1 to the table of the Company's 10 largest active aggregates facilities on page 6 for a description of the method used by the Company for estimating the years of life of reserves.

         The foregoing estimates of reserves are of recoverable stone, sand and gravel of suitable quality for economic extraction, based on drilling and studies by the Company's geologists and engineers, recognizing reasonable economic and operating restraints as to maximum depth of overburden and stone excavation.

         Of the 201 permanent reserve-supplied aggregates production facilities which the Company operates directly or through joint ventures, 67 are located on owned land, 31 are on land owned in part and leased in part, and 103 are on leased land. While some of the Company's leases run until reserves at the leased sites are exhausted, generally the Company's leases have definite expiration dates which range from 2001 to 2105. Most of the Company's leases have options to extend them well beyond their current terms.

         Due to transportation costs, the marketing areas for most aggregates facilities in the construction aggregates industry are limited, often consisting of a single metropolitan area or one or more counties or portions thereof when transportation is by truck only. The following table itemizes the Company's 10 largest active aggregates facilities determined on the basis of the quantity of aggregates reserves, with nearby major metropolitan areas (if applicable) shown in parentheses:

Location	Product	Estimated Years of Life At Average Rate Of Production (1)	Nature of Interest	Lease Expiration Date, if Applicable (2)
Playa Del Carmen, Mexico (3)	Limestone	94.6	Owned
McCook (Chicago), Illinois	Limestone	71.9	Owned
Reed (Paducah), Kentucky	Limestone	43.5	Leased	(4)
Grayson (Atlanta), Georgia	Granite	Over 100	Owned
Gray Court (Greenville), South Carolina	Granite	Over 100	Owned
Warrenton, Virginia (Washington, D.C.)	Diabase	Over 100	Leased	(4)
Readyville, Tennessee	Limestone	Over 100	Leased	(4)
Jack (Richmond), Virginia	Granite	Over 100	66% Owned 34% Leased	2059
Mount Misery (Hanover), Pennsylvania	Limestone	45.2	Owned
Skippers, Virginia	Granite	94.1	Leased	2016

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(1)	Estimated years of life of aggregates reserves are based on the average annual rate of production of the facility for the most recent three-year period, except that if reserves are acquired or if production has been reactivated during that period, the estimated years of life are based on the annual rate of production from the date of such acquisition or reactivation. Revisions may be necessitated by such occurrences as changes in zoning laws governing facility properties, changes in aggregates specifications required by major customers and passage of government regulations applicable to aggregates operations. Estimates also are revised when and if additional geological evidence indicates that a revision is necessary.
(2)	Renewable by the Company through date shown.
(3)	The Company acquired 100% of the quarry in the first quarter of 2001.
(4)	Lease does not expire until reserves are exhausted. Surface rights at the Paducah, Kentucky facility are owned.

Chemicals

         Manufacturing facilities for the chemicals produced by the Chloralkali Business Unit are owned and operated by the Company at Wichita, Kansas, Geismar, Louisiana, and Port Edwards, Wisconsin. With a few exceptions, the Geismar and Wichita facilities produce the full line of products manufactured by the Company's Chloralkali Business Unit. The Wichita facility also manufactures sodium chlorite for the Performance Chemicals Business Unit. The Port Edwards plant produces chlorine, caustic soda, muriatic acid, caustic potash and potassium carbonate, and manufactures sodium hydrosulfite for the Performance Chemicals Business Unit.

         All of the facilities at Wichita are located on a 1,652-acre tract of land owned by the Company. Mineral rights for salt are held by the Company under two leases that are automatically renewable from year to year unless terminated by the Company and under several other leases which may be kept in effect so long as production from the underlying properties is continued. In addition, the Company owns 280 acres of salt reserves and 108 acres of water reserves. The Company maintains an electric power cogeneration facility at the Wichita plant site which is capable of generating approximately one-third of the plant's electricity and two-thirds of its process steam requirements. The Company has placed this cogeneration facility in reserve and is purchasing most of its requirements for electric power from a local utility at favorable rates pursuant to a long-term agreement. Through a separate agreement with this utility, the Company does operate its cogeneration unit upon the request of the utility at various times during the summer peak electricity demand period, selling the cogenerated electricity to the utility at profitable rates.

         The facilities at Geismar are located on a 2,185-acre tract of land owned by the Company. Mineral rights for salt are held under a lease which may be extended, at the Company's option, through 2037. Included in the facilities at the Geismar plant are the operations associated with the joint venture with Mitsui & Co., Ltd. and an electric power cogeneration facility owned by the Company. The cogeneration facility supplies a majority of the electricity and process steam required by the Geismar plant, but not the joint venture facility. A long-term contract from the regional supplier is in place to supply the additional electrical power requirements of the joint venture plant.

         The plant facilities at Port Edwards are located on a 34-acre tract of land, the surface rights to which are owned by the Company. Currently, the Company purchases its salt and electrical power requirements for the Port Edwards facility from regional sources of supply.

         Manufacturing facilities for chemicals produced by Vulcan Performance Chemicals (other than sodium chlorite and sodium hydrosulfite which are respectively produced at Wichita and Port Edwards) are operated by subsidiaries of the Company. The Performance Chemicals Business Unit indirectly owns two production facilities in Columbus, Georgia and additional production facilities in Smyrna, Georgia, Dalton, Georgia and Shreveport, Louisiana. The Performance Chemicals Business Unit also has an office and small production facility on leased property in Vancouver, British Columbia.

         The Company's Chemicals manufacturing facilities are designed to permit a high degree of flexibility as to raw material feedstocks, product mix and product ratios; therefore, actual plant production capacities vary according to these factors. Management does not believe, however, that there is material excess production capacity at the Company's Chemicals facilities.

Other Properties

         The headquarters staffs for the Construction Materials and Chemicals segments and the Southern and Gulf Coast Division of the Construction Materials segment are located in an office complex in Birmingham, Alabama. This office space is leased through December 31, 2013 and consists of approximately 189,000 square feet. The annual rental for each year in the initial 5 year period, the second 5 year period and the final 5 year period of the lease will be approximately $3.0 million, $3.2 million and $3.4 million, respectively.

Item 3.  Legal Proceedings

         In the course of its Construction Materials and Chemicals operations, the Company is subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of its continuing program of stewardship in safety, health and environmental matters, the Company has been able to resolve such proceedings and to comply with such orders without any materially adverse effects on its business.

         The Company also is a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the probable outcome of, or the amount of liability, if any, under these lawsuits; however, in the opinion of the Company and its counsel, the disposition of these lawsuits will not adversely affect the consolidated financial position of the Company to a material extent. In addition to those lawsuits in which the Company is involved in the ordinary course of business, certain other legal proceedings involving the Company are more specifically described below.

         The Company received an August 1991 letter from the State of New Jersey Department of Environmental Protection ("NJDEP") concerning a site located in Newark, New Jersey, which the Company previously owned and upon which the Company operated a chemicals production facility from the early 1960s until 1974. The NJDEP's letter asserts that hazardous substances and pollutants contaminate the site and that a Remedial Investigation/ Feasibility Study ("RI/FS") is required in order to determine the nature and extent of such contamination and whether a site remedial action plan should be developed. In November 1991, the Company received from the NJDEP a "Directive and Notice to Insurers" (the "Directive") purporting to direct the Company to pay within thirty (30) days to the NJDEP $1,000,000 to be used by it in conducting an RI/FS at the site. The NJDEP also asserted that it may have the right to cause a lien to be placed against the real and personal property of the Company to secure the payment of any such amounts. Although the NJDEP has not withdrawn its Directive, the NJDEP has informally agreed that it would not seek to enforce its Directive if the Company participated in the RI/FS for this site. In August 1993, two other allegedly responsible parties, Safety-Kleen Environsystems Company and Bristol-Meyers Squibb Company (collectively, the "Respondents"), entered into an Administrative Consent Order ("ACO") issued by the NJDEP in regard to the site. The ACO contains certain findings of fact by the NJDEP, together with provisions governing the conduct by the Respondents of an RI/FS for the site and remedial actions, if any, resulting therefrom. Under a separate agreement with Respondents and certain successors, the Company shared in the cost of the RI/FS. The results of the now completed RI/FS have been presented to the NJDEP, and the Department is in the process of determining what site remediation is required under the ACO, if any. If site remediation is required, the Respondents or the NJDEP might assert that the Company should bear some responsibility in connection with such remediation.

         In a March 1994 letter, the U.S. Environmental Protection Agency ("EPA") notified the Company that it was a potentially responsible party ("PRP"), with respect to the Jack's Creek/Sitkin Smelting Superfund Site in Pennsylvania (the "Site"). EPA claims that there are releases and threatened releases of various hazardous substances under the Comprehensive Environmental Response, Compensation and Recovery Act ("CERCLA") from the Site, and that the PRPs are jointly and severally liable under CERCLA for Site response costs. The Pennsylvania Department of Environmental Protection ("PADEP") also asserted a claim for investigation and response costs allegedly incurred at the Site, and state and federal trustees have asserted claims for alleged natural resources damages.

         The Company and over 30 other PRPs subsequently formed the Jack's Creek PRP Group (the "PRP Group") to respond to claims asserted by EPA, PADEP and others. In December 1998 under a judicially lodged Consent Decree, the PRP Group settled with the EPA, the U.S. Department of Justice and PADEP. Under this settlement, the PRP Group commits to design and implement the remedy specified by the EPA in its September 1997 Record of Decision for the Site, and EPA in return forgives unreimbursed past response costs it allegedly incurred and certain future oversight costs it expects to incur. The Consent Decree also incorporates both the PRP Group's settlement of PADEP's claims for past response costs and future oversight costs and a settlement between the PRP Group and certain de minimis parties. These de minimis settlers will pay about $3.2 million into a "special fund" held by EPA, 95% of which amount will be available to reimburse the PRP Group for costs incurred in designing and implementing the remedy. The Consent Decree does not address natural resource damage claims.

         In January 1999, the PRP Group executed a Contribution Agreement, which allocated among the PRP Group members the costs of designing and implementing the remedy; the Company's allocated share is 1.96%. Concurrently, the PRP Group executed a settlement agreement with the current owner and operator of the Site, providing for the owner/operator's contribution of certain services and materials toward performance of the remedy. The Company believes that its presently accrued reserves referable to matters relating to the Site are adequate in light of the Company's anticipated financial obligations arising under the Consent Decree and the Contribution Agreement cost allocation. Accordingly, absent any presently unforeseeable material and adverse future change in circumstances, the matter described above will not be further reported.

         The Company has received notices from the Illinois Environmental Protection Agency which allege violations of certain air pollution control requirements at several of the Company's facilities in Illinois. The first such notice was received by the Company in August 1997 and the most recent notice was received by the Company in November 2000. In July 2000, the State of Illinois commenced an action in Will County Circuit Court related to the alleged violations. In December 2000, the Company and the State reached an agreement which resolved the alleged violations at all of the Company's facilities, except for one. As a part of that agreement, Vulcan will likely pay a civil forfeiture in excess of $106,000. The Company and the State continue settlement discussions with respect to the alleged violations at the remaining facility.

         At present, the Company cannot predict the likelihood of either a favorable or unfavorable outcome as to any of the matters specifically described above, or the amount of any potential loss or losses in the event of any unfavorable outcome or outcomes as to any and all of the above-described matters; however, the Company does not believe that any such loss or losses would affect the consolidated financial position of the Company to a material extent.

         On February 28, 2001, a determination was made against the Company in an arbitration proceeding in California involving its subsidiary, Vulcan Chemicals Technologies, Inc., that assesses damages, attorneys' fees and costs against the subsidiary in the total amount of $23,000,000. The arbitration proceeding arose out of the termination of a distributorship agreement in the Company's Performance Chemicals business unit for the sale of certain products in four Asian countries. The magnitude of the determination was unexpected and in the Company's opinion was greatly in excess of any actual damages suffered by the claimant. Note 14.C, Subsequent Events on page 50 of the Company's 2000 Annual Report to Shareholders (as amended) is hereby incorporated by reference.

         Note 9, Other Commitments and Contingent Liabilities on page 47 of the Company's 2000 Annual Report to Shareholders (as amended) is hereby incorporated by reference.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to the Company's security holders through the solicitation of proxies or otherwise during the fourth quarter of 2000.

Item 4a.  Executive Officers of the Registrant

         The names, positions and ages of the executive officers of the Company are as follows:

Name	Position	Age
Donald M. James	Chairman and Chief Executive Officer	52
Peter J. Clemens, III	Executive Vice President	57
Guy M. Badgett, III	Senior Vice President-Construction Materials, East, and     President, Southeast Division	52
William F. Denson, III	Senior Vice President, General Counsel and Secretary	57
Mark E. Tomkins	Senior Vice President and Chief Financial Officer	45
Robert A. Wason IV	Senior Vice President, Corporate Development	49
Richard K. Carnwath	Vice President, Planning and Development	52
J. Wayne Houston	Vice President, Human Resources	51
Ejaz A. Khan	Vice President, Controller and Chief Information Officer	44
John A. Heilala	President, Chloralkali Business Unit	60
John L. Holland	President, Performance Chemicals Business Unit	58
Daniel J. Leemon	Chairman, Midwest Division and     President, Midsouth Division	62
Ronald G. McAbee	President, Mideast Division	54
Thomas R. Ransdell	President, Southwest Division	58
Daniel F. Sansone	President, Southern and Gulf Coast Division	48
James W. Smack	President, Western Division	57
Robert R. Vogel	President, Midwest Division	43

         The principal occupations of the executive officers during the past five years are set forth below:

         Donald M. James, was elected Chairman of the Board of Directors in May 1997. He became President and Chief Executive Officer in February 1997. Prior to that he served as President and Chief Operating Officer.

         Peter J. Clemens, III, became Executive Vice President in January 2001. Prior to that time since May 1997 he served as Executive Vice President, Finance and Administration and Treasurer. He also served as Executive Vice President and Chief Administrative Officer from May 1996 to May 1997.

         Guy M. Badgett, III, was elected Senior Vice President, Construction Materials, East in February 1999. He was elected Chairman, Southern Division in May 1997. He has served as President, Southeast Division, since 1992.

         William F. Denson, III, was elected Senior Vice President and General Counsel in May 1999. Prior to that date he served as Senior Vice President-Law. He has also served as Secretary since April 1981.

         Mark E. Tomkins became Senior Vice President and Chief Financial Officer in January 2001. From August 1998 to January 2001 he served as Senior Vice President and Chief Financial Officer of Great Lakes Chemical Company. From January 1997 to August 1998 he served as Vice President, Finance and Business Development Polymers Division, and from August 1996 to January 1997 he served as Vice President, Finance and Business Development, Electronic Materials Division of Allied Signal. Prior to that time he served as Vice President, Finance and Business Development, Growth Enterprises Division at Monsanto Company.

         Robert A. Wason IV was elected Senior Vice President, Corporate Development in December 1998. From 1996 until 1998 he served as President, Performance Systems Business Unit.

         Richard K. Carnwath has served as Vice President, Planning and Development since 1985.

         J. Wayne Houston was elected Vice President, Human Resources in October 1997. Prior to that time he served as Director of Compensation and Benefits.

         Ejaz A. Khan was elected Vice President and Controller in February 1999. Prior to that he served as Controller. He was appointed as Chief Information Officer as well in February 2000.

         John A. Heilala has served as President, Chloralkali Business Unit since May 1996.

         John L. Holland joined the Company in December 1998 as President of the Performance Chemicals Business Unit. Prior to that he served as President of BetzDearborn Water Management Group and Group Vice President, BetzDearborn, Inc.

         Daniel J. Leemon has served as President, Midsouth Division, since 1993. He was appointed Chairman of the Midwest Division in November 2000.

         Ronald G. McAbee was appointed President of Mideast Division in January 1999. Prior to that time he served as Vice President, East Region of the Midsouth Division.

         Thomas R. Ransdell has served as President, Southwest Division since 1994. He also served as President, Vulcan Gulf Coast Materials, Inc., from 1987 to May 1997.

         Daniel F. Sansone is President of Southern and Gulf Coast Division. Formerly he served as President, Southern Division since July 1999 and President, Vulcan Gulf Coast Materials Division since May 1997. Prior to that time he served as Vice President, Finance.

         James W. Smack was appointed President of Western Division effective in January 1999. Prior to that time he served as President, Mideast Division.

         Robert R. Vogel was appointed President of the Midwest Division in November 2000. Prior to that he served as Vice President-Georgia for the Southeast Division.

PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder Matters

         The Company's Common Stock is traded on the New York Stock Exchange (ticker symbol VMC). As of February 28, 2001, the number of shareholders of record approximated 3,450. The closing price of the Common Stock on the New York Stock Exchange on February 28, 2001, was $42.33. The prices in the following table represent the high and low sales prices for the Company's Common Stock as reported on the New York Stock Exchange.

Quarter Ended		2000			1999
March 31 June 30 September 30 December 31	High $ 47.75 48.88 47.00 48.44		Low $ 37.69 41.25 37.50 36.50	High $ 48.13 50.75 51.25 44.13		Low $ 40.75 39.63 34.31 34.81

         Dividends paid in 2000 totaled $84,765,000, as compared with $78,730,000 paid in 1999. On February 9, 2001, the Board of Directors authorized a quarterly dividend of $.225 per share of Common Stock payable March 9, 2001 to holders of record on February 23, 2001. This quarterly dividend represents a 7.1% increase over quarterly dividends paid in 2000.

         The Company's policy is to pay out a reasonable share of net cash provided by operating activities as dividends, consistent on average with the payout record of past years, and consistent with the goal of maintaining debt ratios within prudent and generally acceptable limits. The future payment of dividends, however, will be within the discretion of the Board of Directors of the Company and depends on the Company's profitability, capital requirements, financial condition, growth, business opportunities and other factors which the Board of Directors may deem relevant.

Item 6.  Selected Financial Data

         The selected statement of operations, per share data and balance sheet data for each of the 5 years ended December 31, 2000 set forth below have been derived from the audited consolidated financial statements of the Company. The following data should be read in conjunction with the consolidated financial statements of the Company and notes to consolidated financial statements on pages 31 through 34 and 40 through 50 of the Company's 2000 Annual Report to Shareholders as amended, which are incorporated herein by reference.

		Year Ended December 31,
		2000			1999			1998			1997			1996
		(Amounts in millions, except per share data)
Net sales Total revenues1 Net earnings Net earnings per:     Basic shares outstanding     Diluted shares outstanding Total assets Long-term obligations Cash dividends declared per share	$ $ $ $ $ $ $ $		2,491.7 2,744.6 219.9 2.18 2.16 3,228.6 685.4 0.84	$ $ $ $ $ $ $ $		2,355.8 2,607.8 239.7 2.38 2.35 2,839.5 698.9 0.78	$ $ $ $ $ $ $ $		1,776.4 1,969.8 255.9 2.54 2.50 1,658.6 76.5 0.69	$ $ $ $ $ $ $ $		1,678.6 1,848.9 209.1 2.06 2.03 1,449.2 81.9 0.63	$ $ $ $ $ $ $ $		1,568.9 1,734.3 188.6 1.81 1.79 1,320.6 85.5 0.56

1 As restated, see Note 15 to the Consolidated Financial Statements.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

         "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 35 through 39 and "Financial Terminology" on page 62 of the Company's 2000 Annual Report to Shareholders (as amended) are incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         "Management's Discussion and Analysis of Results of Operations and Financial Condition" on page 39 of the Company's 2000 Annual Report to Shareholders (as amended) is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

         The following information relative to this item is included in the Company's 2000 Annual Report to Shareholders (as amended) on the pages shown below, which are incorporated herein by reference:

	Page
Consolidated Financial Statements	31-34
Notes to Consolidated Financial Statements	40-50
Management's Responsibility for Financial Reporting and Internal Control	30
Independent Auditors' Report	30
Net Sales, Total Revenues, Net Earnings and Earnings Per Share Quarterly Financial Data      for Each of the 2 Years Ended December 31, 2000 and 1999 (Unaudited)	58

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

         No information is required to be included herein pursuant to Item 304 of Regulation S-K.

PART III

Item 10.  Directors and Executive Officers of the Registrant

         On or before March 30, 2001, the Company will file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (the Company's "2001 Proxy Statement"). The information under the headings "Election of Directors," "Nominees for Election to the Board of Directors" and "Directors Continuing in Office" included in the 2001 Proxy Statement are incorporated herein by reference. For the information required by Item 401 of Regulation S-K concerning executive officers of the registrant, reference is made to the information provided in Part I, Item 4(a) of this Annual Report on Form 10-K. Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company pursuant to Rule 240.16a-3(e) during 2000, and of Form 5 and amendments thereto furnished to the Company pursuant to Rule 240.16a-3(e) with respect to 2000, the Company has not identified any persons subject to Section 16(a) of the Securities Exchange Act of 1934 who failed to file on a timely basis required forms, except that William L. Glusac, former president of the Company's Midwest Division filed a Form 5 late. The information set forth under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" included in the Company's 2001 Proxy Statement is incorporated herein by reference.

Item 11.  Executive Compensation

         The information under the headings "Compensation of Directors," "Executive Compensation," "Option Grants in 2000," "Report of the Compensation Committee," "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values," "Shareholder Return Performance Presentation," "Retirement Income Plan," "Change in Control Employment Agreements" and "Executive Incentive Plan" included in the Company's 2001 Proxy Statement is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The information under the headings "Stock Ownership of Certain Beneficial Owners" and "Stock Ownership of Management" included in the Company's 2001 Proxy Statement is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

        An executive officer of the Company, Daniel F. Sansone, serves as the chief executive officer of three companies, known collectively as the Crescent Market Companies, in which the Company had a 51%, 50% and 49% interest, respectively in 2000. Each of the companies reimbursed the Company for a portion of Mr. Sansone's salary and bonus. In 2000, the total amount of this reimbursement was $154,000.

         Other than the foregoing, no information is required to be included herein pursuant to Item 404 of Regulation S-K, which requires disclosure of certain information with respect to certain relationships or related transactions of the directors and management.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a) (1) Financial Statements

         The following financial statements are included in the Company's 2000 Annual Report to Shareholders (as amended) on the pages shown below and are incorporated herein by reference:

	Page
Consolidated Statements of Earnings	31
Consolidated Balance Sheets	32
Consolidated Statements of Cash Flows	33
Consolidated Statements of Shareholders' Equity	34
Notes to Consolidated Financial Statements	40-50
Management's Responsibility for Financial Reporting and Internal Control	30
Independent Auditors' Report	30
Net Sales, Total Revenues, Net Earnings and Earnings Per Share Quarterly Financial         Data for each of the 2 Years Ended December 31, 2000 and 1999 (Unaudited)	58

         (a) (2) Financial Statement Schedules

         The following financial statement schedule for the years ended December 31, 2000, 1999 and 1998 is included in Part IV of this report on the indicated page:

Schedule II Valuation and Qualifying Accounts and Reserves 18

         Other schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the financial statements or notes thereto.

         Financial statements (and summarized financial information) of 50% or less owned entities accounted for by the equity method have been omitted because they do not, considered individually or in the aggregate, constitute a significant subsidiary.

         (a) (3) Exhibits

         The exhibits required by Item 601 of Regulation S-K and indicated below, other than Exhibit (12) which is on page 19 of this report, are either incorporated by reference herein or accompany the copies of this report filed with the Securities and Exchange Commission and the New York Stock Exchange. Copies of such exhibits will be furnished to any requesting shareholder of the Company upon payment of the costs of copying and transmitting the same.

Exhibit (3)(i)	Certificate of Incorporation (Restated 1988) of the Company filed as Exhibit 3(i) to the Company's 1998 Form 10-K Annual Report (File No. 1-4033).1
Exhibit (3)(ii)	By-laws of the Company, as restated February 2, 1990, and as last amended July 14, 2000, filed as Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (file No. 1-4033). 1
Exhibit (4)(a)	Distribution Agreement dated as of May 14, 1991, by and among the Company, Goldman, Sachs & Co., Lehman Brothers and Salomon Brothers Inc., filed as Exhibit 1 to the Form S-3 filed on May 2, 1991 (Registration No. 33-40284).1
Exhibit (4)(b)	Indenture dated as of May 1, 1991, by and between the Company and First Trust of New York (as successor trustee to Morgan Guaranty Trust Company of New York) filed as Exhibit 4 to the Form S-3 on May 2, 1991 (Registration No. 33-40284). 1
Exhibit (10)(a)	The Management Incentive Plan of the Company, as last amended and restated filed as Exhibit 10(a) to the Company's 1989 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(b)	The 1991 Long-Range Performance Share Plan of the Company filed as Exhibit A to the Company's definitive proxy statement for the annual meeting of its shareholders held May 16, 1991 (File No. 1-4033).1,2
Exhibit (10)(c)	The Employee Special Severance Plan of the Company filed as Exhibit 10(g) to the Company's 1989 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(d)	The Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10(d) to the Company's 1989 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(e)	The 1983 Long-Term Incentive Plan, as last amended and restated, filed as Exhibit 10(f) to the Company's 1989 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(f)	The Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as last amended and restated on February 17, 1996 filed as Exhibit 10(g) to the Company's 1995 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(g)	The 1996 Long-Term Incentive Plan of the Company filed as Exhibit 10(h) to the Company's 1995 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(h)	The Directors Deferred Stock Plan of the Company filed as Exhibit 10(i) to the Company's 1995 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(i)	The Restricted Stock Plan for Nonemployee Directors of the Company filed as Exhibit 10(i) to the Company's 1997 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(j)	Executive Deferred Compensation Plan filed as Exhibit 10(j) to the Company's 1998 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(k)	Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10(k) to the Company's 1998 Form 10-K Annual Report (File No. 1-4033).1,2
Exhibit (10)(l)	Change in Control Employment Agreement Form filed as Exhibit (10)(m) to the Company's 1999 Form 10-K Annual Report (File No. 1-4033). 1,2
Exhibit (10)(m)	Change in Control Employment Agreement Form filed as Exhibit (10)(n) to the Company's 1999 Form 10-K Annual Report (File No. 1-4033). 1,2
Exhibit (10)(n)	Executive Incentive Plan of the Company filed as Exhibit (10)(n) to the Company's 2000 Form 10-K Annual Report (File No. 1-4033). 2
Exhibit (12)	Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 2000 (set forth on page 19 of this report).
Exhibit (13)(a)	The Company's 2000 Annual Report to Shareholders filed as Exhibit (13) to the Company's 2000 Form 10-K Annual Report (File No. 1-4033). 1
Exhibit (13)(b)	Amendment to the Company's 2000 Annual Report to Shareholders.
Exhibit (21)	List of the Company's subsidiaries as of December 31, 2000 filed as Exhibit (21) to the Company's 2000 Form 10-K Annual Report (File No. 1-4033). 1
Exhibit (23)(a)	Consent of Deloitte & Touche LLP, dated March 29, 2001 filed as Exhibit (23) to the Company's 2000 Form 10-K Annual Report (File No. 1-4033). 1
Exhibit (23)(b)	Consent of Deloitte & Touche LLP, dated July 12, 2001.
Exhibit (24)	Powers of Attorney

         Information, financial statements and exhibits required by Form 11-K with respect to the Company's Thrift Plan for Salaried Employees, Construction Materials Divisions Hourly Employees Savings Plan and Chemicals Division Hourly Employees Savings Plan, for the fiscal year ended December 31, 2000, will be filed as one or more amendments to this Form 10-K on or before June 28, 2001, as permitted by Rule 15d-21 under the Securities Exchange Act of 1934.

¹Incorporated by reference.
²Management Contract or Compensatory Plan.

         (b) Reports on Form 8-K

The following sets forth information concerning Forms 8-K filed during the fourth quarter ended December 31, 2000:
         1.      On October 13, 2000, the Company filed a Form 8-K reporting under item 5 the acquisition of the aggregates operations of Tarmac America, Inc. in the states of South Carolina, Pennsylvania and Maryland.

INDEPENDENT AUDITORS' REPORT

Vulcan Materials Company:


We have audited the consolidated financial statements of Vulcan Materials Company and its subsidiary companies as of December 31, 2000, 1999 and 1998 and for the years then ended, and have issued our report thereon dated January 31, 2001 (February 28, 2001 as to Note 14 and July 3, 2001 as to Note 15), which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement discussed in Note 15 to the consolidated financial statements; such consolidated financial statements and report are included in your 2000 Annual Report to Shareholders (as amended) and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of Vulcan Materials Company and its subsidiary companies, listed in Item 14. These consolidated financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements as a whole, present fairly in all material respects the information shown therein.




DELOITTE & TOUCHE LLP

Birmingham, Alabama
January 31, 2001

Schedule II

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVESFor the Years Ended December 31, 2000, 1999 and 1998
Amounts in Thousands

Column A	Column B	Column C	Column D	Column E		Column F
Description	Balance at Beginning of Period	Additions Charged to Costs and Expenses	Additions Charged to Other Accounts	Deductions		Balance at End      Of Period
2000
Accrued Environmental Costs Accrued Reclamation Costs Doubtful Receivables All Other(3)	$  8,800  23,559  9,722  8,985	$     974  3,503  1,902  5,586	$  5,200	$ 1,197  3,099  2,642  5,723	(1) (2)	$ 13,777  23,963  8,982  8,848
1999
Accrued Environmental Costs Accrued Reclamation Costs Doubtful Receivables All Other(3)	$  3,973  0  7,391  1,958	$     145  3,144  (40) 6,772	$  4,844  23,460  5,381  7,512	$    162  3,045  3,010  7,257	(1) (2)	$  8,800  23,559  9,722  8,985
1998
Accrued Environmental Costs Doubtful Receivables All Other(3)	$  4,285  7,548  1,374	$  6,848  1,312  2,282		$ 7,160  1,469  1,698	(1) (2)	$  3,973  7,391  1,958

(1)   Expenditures on environmental remediation projects.
(2)   Write-offs of uncollected accounts and worthless notes, less recoveries.
(3)   Valuation and qualifying accounts and reserves for which additions, deductions and balances are
        individually insignificant.

Exhibit 12

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the Years Ended December 31
Amounts in Thousands

	2000	1999	1998	1997	1996
Fixed charges:    Interest expenses before capitalization       credits    Amortization of financing costs    One-third of rental expense        Total fixed charges	$   54,236  348       21,668  $   76,252	$   53,022  267       20,798  $   74,087	$    7,224  93       13,668  $   20,985	$    8,074  104         9,735  $   17,913	$    9,263  164         9,663  $   19,090
Net earnings Provisions for income taxes Fixed charges Capitalized interest credits Amortization of capitalized interest    Earnings before income taxes as adjusted	219,893  92,345  76,252  (6,150)          686  $  383,026	239,693  111,868  74,087  (4,445)           693  $  421,896	255,908  118,936  20,985  (442)           715  $  396,102	209,145  91,356  17,913  (1,160)           708  $  317,962	188,595  96,985  19,090  (627)           674  $  304,717
Ratio of earnings to fixed charges	5.0	5.7	18.9	17.8	16.0

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 13, 2001.

VULCAN MATERIALS COMPANY

By                          D. M. James
   Chairman and Chief Executive Officer

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

Signature	Title	Date
D. M. James	Chairman and Chief Executive Officer (Principal Executive Officer)	July 13, 2001
M. E. Tomkins	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	July 13, 2001
E. A. Khan	Vice President, Controller and Chief Information Officer (Principal Accounting Officer)	July 13, 2001
The following directors: Philip J. Carroll, Jr. Livio D. DeSimone Phillip W. Farmer Ann McLaughlin Korologos Douglas J. McGregor James V. Napier Donald B. Rice Orin R. Smith	Director Director Director Director Director Director Director Director
By                              William F. Denson, III               Attorney-in-Fact		July 13, 2001

EX-13

Exhibit (13)(b)

Management's Responsibility for Financial Reporting and Internal Control
Vulcan Materials Company and Subsidiary Companies

The Shareholders of Vulcan Materials Company:

Vulcan's management acknowledges and accepts its responsibility for all the information contained in the financial statements and other sections of this report. The statements were prepared in conformity with accounting principles generally accepted in the United States of America appropriate in the circumstances, and we believe they reflect fairly our Company's financial position, results of operations and cash flows for the periods shown. The financial statements necessarily reflect our informed judgments and estimates of the expected outcome of numerous current events and transactions.

Our Company maintains an internal control structure that we believe provides reasonable assurance that our Company's financial statements, books and records accurately reflect our Company's financial condition, results of operations and cash flows, and that our Company's assets are safeguarded from loss or unauthorized use. This internal control structure includes well-defined and well-communicated policies and procedures; organizational structures that provide for appropriate separations of responsibilities; high standards applied in the selection and training of management personnel; and adequate procedures for properly assessing and applying accounting principles, including careful consideration of the accuracy and appropriateness of all significant accounting estimates. Vulcan also has an internal audit function that continually reviews compliance with established policies and procedures.

Our Company's independent auditors, Deloitte & Touche LLP, consider the internal control structure as a part of their audits of our Company's financial statements and provide an independent opinion as to the fairness of the presentation of those statements. Their report is presented below.

Your Board of Directors pursues its oversight role for the financial statements and internal control structure in major part through the Audit Review Committee, which is composed of six outside directors. In addition, the full Board regularly reviews detailed management reports covering all aspects of the Company's financial affairs. The Audit Review Committee meets periodically with management, the independent auditors and the internal auditors to review the work of each and to ensure that each is properly discharging its responsibilities. To ensure independence, the Committee also meets on these matters with the internal and independent auditors without the presence of management representatives.


M.E. Tomkins
Senior Vice President and Chief Financial Officer

E.A. Khan
Vice President, Controller and Chief Information Officer

July 3, 2001

Independent Auditors' Report

The Shareholders of Vulcan Materials Company:

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and its subsidiary companies as of December 31, 2000, 1999 and 1998, and the related consolidated statements of earnings, shareholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Vulcan Materials Company and its subsidiary companies at December 31, 2000, 1999 and 1998, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 15, the accompanying consolidated financial statements for the years ended December 31, 2000, 1999 and 1998 have been restated to reflect the appropriate recording of delivery costs in accordance with Emerging Issues Task Force Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs.


DELOITTE & TOUCHE LLP

Birmingham, Alabama
January 31, 2001 (February 28, 2001 as to Note 14 and July 3, 2001 as to Note 15)

Consolidated Statements of Earnings
Vulcan Materials Company and Subsidiary Companies

For the years ended December 31	2000	1999	1998
Amounts and shares in thousands, except per share data
Net sales	$2,491,744	$2,355,778	$1,776,434
Delivery revenues	252,850	251,993	193,330
Total revenues	2,744,594	2,607,771	1,969,764
Cost of goods sold	1,908,057	1,769,327	1,226,764
Delivery costs	252,850	251,993	193,330
Cost of revenues	2,160,907	2,021,320	1,420,094
Gross profit	583,687	586,451	549,670
Selling, administrative and general expenses	216,978	205,643	198,956
Other operating costs	26,220	22,714	7,447
Minority interest in (earnings) losses of a consolidated subsidiary	7,843	(54)	863
Other income, net	7,315	37,767	30,842
Earnings before interest and income taxes	355,647	395,807	374,972
Interest income	4,678	4,330	6,654
Interest expense	48,087	48,576	6,782
Earnings before income taxes	312,238	351,561	374,844
Provision for income taxes
Current	55,386	90,708	113,096
Deferred	36,959	21,160	5,840
Total provision for income taxes	92,345	111,868	118,936
Net earnings	$219,893	$239,693	$255,908
Basic net earnings per share	$2.18	$2.38	$2.54
Diluted net earnings per share	$2.16	$2.35	$2.50
Dividends per share	$0.84	$0.78	$0.69
Average common shares outstanding	101,037	100,895	100,854
Average common shares outstanding, assuming dilution	102,012	102,190	102,177
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Balance Sheets
Vulcan Materials Company and Subsidiary Companies

As of December 31	2000	1999	1998
Amounts in thousands, except per share data
Assets
Current assets
Cash and cash equivalents	$55,276	$52,834	$180,560
Accounts and notes receivable:
Customers, less allowance for doubtful accounts:           2000, $8,982; 1999, $9,722; 1998, $7,391	342,910	314,357	210,690
Other	38,957	15,334	10,571
Inventories	199,044	178,734	143,680
Deferred income taxes	44,657	52,931	24,923
Prepaid expenses	13,660	10,534	5,949
Total current assets	694,504	624,724	576,373
Investments and long-term receivables	72,558	77,064	71,034
Property, plant and equipment, net	1,848,634	1,639,715	895,785
Goodwill	562,044	454,783	94,008
Deferred charges and other assets	50,834	43,207	21,411
Total	$3,228,574	$2,839,493	$1,658,611
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt	$6,756	$6,175	$5,432
Notes payable	270,331	101,695	2,353
Trade payables and accruals	181,317	136,056	107,382
Accrued income taxes	5,875	15,689	21,470
Accrued salaries and wages	44,877	58,463	45,665
Accrued interest	9,224	10,390	892
Other accrued liabilities	53,851	58,174	28,268
Total current liabilities	572,231	386,642	211,462
Long-term debt	685,361	698,862	76,533
Deferred income taxes	268,797	250,833	98,472
Deferred management incentive and other compensation	34,210	28,702	37,572
Other postretirement benefits	55,048	52,465	41,998
Minority interest in consolidated subsidiary	103,626	67,979	31,914
Other noncurrent liabilities	37,805	30,357	6,960
Total liabilities	1,757,078	1,515,840	504,911
Other commitments and contingent liabilities (Note 9)
Shareholders' equity
Common stock, $1 par value	139,705	139,705	139,705
Capital in excess of par value	28,359	17,854	0
Retained earnings	1,884,269	1,749,212	1,588,145
Total	2,052,333	1,906,771	1,727,850
Less cost of stock in treasury	580,837	583,118	574,150
Total shareholders' equity	1,471,496	1,323,653	1,153,700
Total	$3,228,574	$2,839,493	$1,658,611
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Cash Flows
Vulcan Materials Company and Subsidiary Companies

For the years ended December 31	2000	1999	1998
Amounts in thousands
Operating Activities
Net earnings	$219,893	$239,693	$255,908
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization	232,365	207,108	137,792
(Increase) decrease in assets before effects of business acquisitions:
Accounts and notes receivable	(31,775)	32,977	(20,415)
Inventories	(8,448)	(11,529)	(8,794)
Deferred income taxes	8,274	(28,007)	(3,538)
Prepaid expenses	(3,021)	(294)	(877)
Investments	(8,721)	(22,164)	(7,860)
Deferred charges	(11,915)	(5,451)	5,230
Increase (decrease) in liabilities before effects of business acquisitions:
Accrued interest and income taxes	(11,288)	3,717	(792)
Trade payables, accruals, etc.	13,414	(32,240)	(4,083)
Deferred income taxes	17,947	24,015	9,753
Other noncurrent liabilities	10,540	(2,102)	7,126
Other, net	(9,108)	(2,754)	(13,705)
Net cash provided by operating activities	418,157	402,969	355,745
Investing Activities
Purchases of property, plant and equipment	(340,409)	(314,650)	(203,258)
Payment for businesses acquired, net of acquired cash	(265,081)	(780,440)	(24,874)
Proceeds from sale of property, plant and equipment	62,349	103,067	27,055
Withdrawal of earnings from nonconsolidated companies	13,227	16,134	307
Net cash used for investing activities	(529,914)	(975,889)	(200,770)
Financing Activities
Net borrowings (payments) - commercial paper and bank lines of credit	168,635	91,342	(1,301)
Payment of short-term debt	(6,075)	(96,276)	(5,193)
Payment of long-term debt	(8,000)	(1,180)	(225)
Proceeds from issuance of long-term debt	0	496,875	0
Purchases of common stock	0	(12,508)	(65,003)
Dividends paid	(84,765)	(78,730)	(70,015)
Contribution from minority interest of consolidated subsidiary	35,648	36,064	31,914
Other, net	8,756	9,607	6,842
Net cash provided by (used for) financing activities	114,199	445,194	(102,981)
Net increase (decrease) in cash and cash equivalents	2,442	(127,726)	51,994
Cash and cash equivalents at beginning of year	52,834	180,560	128,566
Cash and cash equivalents at end of year	$55,276	$52,834	$180,560
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Shareholders' Equity
Vulcan Materials Company and Subsidiary Companies

For the years ended December 31	2000			1999			1998
Amounts and shares in thousands, except per share data
	Shares	Amount	Shares		Amount	Shares		Amount
Common stock, $1 par value
Authorized: 480,000 shares in 2000, 1999 and 1998
Issued at beginning of year	139,705	$139,705	139,705		$139,705	46,573		$46,573
Retired shares of predecessor companies	0	0	0		0	(5)		(5)
Three-for-one common stock split	0	0	0		0	93,137		93,137
Issued at end of year	139,705	139,705	139,705		139,705	139,705		139,705
Capital in excess of par value
Balance at beginning of year		17,854			0			14,090
Activity prior to stock split
Distributions under stock-based                incentive plans, net of tax benefit		0			0			5,167
Treasury stock issued for acquisition		0			0			26,383
Three-for-one common stock split		0			0			(45,640)
Distributions under stock-based      incentive plans, net of tax benefit		9,437			9,081			0
Treasury stock issued for acquisition		1,068			8,773			0
Balance at end of year		28,359			17,854			0
Retained earnings
Balance at beginning of year		1,749,212			1,588,145			1,449,847
Net earnings		219,893			239,693			255,908
Cash dividends on common stock		(84,765)			(78,730)			(70,015)
Three-for-one common stock split		0			0			(47,497)
Other		(71)			104			(98)
Balance at end of year		1,884,269			1,749,212			1,588,145
Common stock held in treasury
Balance at beginning of year	(38,970)	(583,118)	(39,109)		(574,150)	(12,885)		(519,013)
Activity prior to stock split
Purchase of common shares	0	0	0		0	(611)		(65,003)
Treasury stock issued for acquisition	0	0	0		0	384		8,187
Distributions under stock-based                incentive plans	0	0	0		0	75		1,679
Three-for-one common stock split	0	0	0		0	(26,072)		0
Purchase of common shares	0	0	(336)		(12,508)	0		0
Treasury stock issued for acquisition	32	232	242		1,806	0		0
Distributions under stock-based           incentive plans	277	2,049	233		1,734	0		0
Balance at end of year	(38,661)	(580,837)	(38,970)		(583,118)	(39,109)		(574,150)
Total		$1,471,496			$1,323,653			$1,153,700
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Management's Discussion and Analysis of Results of Operations and Financial Condition
Vulcan Materials Company and Subsidiary Companies

Vulcan is the nation's foremost producer of construction aggregates, a major producer of other construction materials and a leading chemicals manufacturer, supplying chloralkali and other industrial chemicals. We operate through two business segments: Construction Materials and Chemicals. The following is a discussion and analysis of the results of operations and the financial condition of the Company. This discussion and analysis should be read in connection with the historical financial information included in the consolidated financial statements and their notes.

Restatement
As discussed in Note 15 to the consolidated financial statements, subsequent to the issuance of the Company's 2000 consolidated financial statements, management determined that the Company's practice of netting third-party delivery costs against amounts billed to customers for delivery was inconsistent with Emerging Issues Task Force Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs (EITF 00-10). EITF 00-10 requires amounts billed to customers for delivery costs to be classified as a component of total revenues, and the related delivery costs to be classified as either a component of total cost of revenues or separately reported within the Statements of Earnings. Accordingly, the consolidated Statements of Earnings have been restated to reflect the appropriate recording of these amounts. The effect of the restatement is to increase total revenues and cost of revenues for the years ended December 31, 2000, 1999 and 1998. Gross profit, earnings before income taxes, net earnings and the related per share amounts were not affected.

The comparative analysis in this Management's Discussion and Analysis of Results of Operations and Financial Condition is based on net sales and cost of goods sold, which exclude delivery revenues and costs, and is consistent with the basis management reviews the Company's results of operations.

Results of Operations
Vulcan's 2000 net sales of $2.492 billion were at a record level, up 6% from the 1999 total of $2.356 billion. Net earnings and diluted earnings per share were $219.9 million and $2.16, respectively. The comparable 1999 net earnings and diluted earnings per share were $239.7 million and $2.35, respectively. The decline in earnings is primarily attributable to the increase in costs for energy and hydrocarbon-based raw materials and provisions referable to the reorganization of our Performance Chemicals business unit. Earnings before interest and income taxes totaled $355.6 million, down 10% from last year's amount of $395.8 million.

Construction Materials
2000 vs. 1999 For the eighth consecutive year, Construction Materials' net sales were at record levels. Net sales for 2000 totaled $1.886 billion, up 4% from the 1999 result of $1.811 billion. Record aggregates shipments of 222 million tons increased 1% over the record 1999 level, while the average unit selling price of aggregates rose 4%. These results include the impact of recent acquisitions and greenfields, most notably the October 2000 Tarmac acquisition. Excluding these acquisitions and greenfields, the 2000 results reflect a 1% decline in shipments. Weaker private construction activity in some markets, delays in TEA-21 project implementation and the early onset of winter weather in the fourth quarter were the primary causes of the decline in volume.

Segment earnings, which are before interest and income taxes, were at a record level of $375.7 million, up 2% from 1999's record level of $370.0 million. The favorable effect of higher aggregates pricing was partially offset by higher costs, primarily in fuel and liquid asphalt. This information is summarized below (in millions of dollars):

Construction Materials 2000 vs. 1999
1999 earnings	$370
Aggregates pricing	43
Aggregates volume	2
Higher fuel and asphalt costs	(27)
All other	(12)
2000 earnings	$376

1999 vs. 1998 Net sales for 1999 totaled $1.811 billion, up 56% from the 1998 results of $1.159 billion. Record aggregates shipments of 220 million tons increased 22% over the record 1998 level. These results included the impact of the January 1999 acquisition of CalMat. Excluding the 1999 acquisitions, the 1999 results reflected a 2% increase in shipments and a 3% rise in the average unit selling price of aggregates. Of the total increase in net sales of $652.0 million, $572.7 million resulted from the CalMat acquisition, $50.8 million related to other volume increases and $28.5 million was due to higher prices. Segment earnings of $370.0 million, which are before interest and income taxes, also were at a record level and were up 20% from 1998's record level of $307.3 million. This increase reflected the favorable effects of higher aggregates pricing and shipments, somewhat offset by higher costs. This information is summarized below (in millions of dollars):

Construction Materials 1999 vs. 1998
1998 earnings	$307
Aggregates pricing	26
Aggregates volume	48
All other	(11)
1999 earnings	$370

Chemicals
2000 vs. 1999 2000 net sales of $605.8 million were up 11% from the 1999 level of $545.2 million. This growth in net sales resulted primarily from the new Chloralkali joint venture, which began operating in the second half of the year. Chemicals realized improved pricing and higher volumes for Chloralkali products, but this was offset by the increase in costs for natural gas and hydrocarbon-based raw materials. In addition, provisions referable to the reorganization of the Performance Chemicals business unit negatively impacted the segment. At a loss of $20.1 million, segment earnings were down significantly from the 1999 level of $25.8 million. This information is summarized below (in millions of dollars):

Chemicals 2000 vs. 1999
1999 earnings	$26
Higher costs for energy and hydrocarbon-based raw materials	(31)
Performance Chemicals' reorganization	(32)
All other	17
2000 earnings	$(20)

1999 vs. 1998 1999 net sales of $545.2 million were down 12% from the 1998 level of $617.8 million. This decline resulted solely from pricing as the combined price for caustic soda and chlorine reached a 25-year low during 1999. Despite the steep price decline, the segment achieved meaningful earnings through value-added downstream products, higher volume, controlled spending and improved earnings from Performance Chemicals. At $25.8 million, segment earnings were down 62% from the 1998 level of $67.6 million. This information is summarized below (in millions of dollars):

Chemicals 1999 vs. 1998
1998 earnings	$68
Chloralkali sales prices/raw materials	(81)
Chloralkali sales volumes	14
Chloralkali manufacturing costs	6
All other	19
1999 earnings	$26

Selling, Administrative and General
Selling, administrative and general expenses of $217.0 million in 2000 increased 6% from the 1999 level of $205.6 million. This increase resulted primarily from provisions referable to Performance Chemicals' reorganization and charitable contributions. In 1999, selling, administrative and general expenses were up 3% from the 1998 level. This increase principally reflected the addition of CalMat, offset by lower charges for incentive plans.

Other Operating Costs
Other operating costs of $26.2 million in 2000 increased $3.5 million from the 1999 level of $22.7 million. This reflects the higher amortization of goodwill referable to acquisitions.

Minority Interest
Minority interest income of $7.8 million in 2000 is referable to the minority partner's share of the Chemicals Chloralkali joint venture's pretax loss. In 1999, minority interest loss of $0.1 million was referable to the minority partner's share of the joint venture's pretax income.

Other Income
Other income, net of other charges, was $7.3 million as compared with the 1999 amount of $37.7 million. The decrease principally reflects a reserve for an arbitration assessment against the Company's subsidiary, Vulcan Chemicals Technologies, Inc., referable to the reorganization of our Performance Chemicals business unit. In 1999, other income, net of other charges, increased $6.9 million from the 1998 level. This reflected increased income from legal settlements and higher earnings from the Company's joint venture to supply limestone from Mexico to the U.S. Gulf Coast market, partly offset by lower gains from the sale of assets.

Income Taxes
The Company's 2000 effective tax rate was 29.6%, down from the 1999 rate of 31.8%. This decrease reflected principally an adjustment to prior year accruals, as well as an increased favorable effect of statutory depletion due to relatively higher Construction Materials earnings. The effective tax rate increased slightly in 1999 from the 1998 rate of 31.7%.

2001 Outlook
With regard to 2001, it is the Company's premise that the U.S. economy will experience a soft landing, with the weaknesses in construction activity most evident in the first half. For the full year, strengthening demand from the highway sector should more than offset a decline in demand from housing. Growth in aggregates volume, including acquisitions completed in 2000, could approximate 8%. Pricing for aggregates is projected to increase 3% to 4%, and we continue to expect additional operational improvements from our existing and newly acquired operations. Based on this outlook, 2001 earnings in the Construction Materials segment are expected to exceed 2000's record results.

In 2001, the Chemicals segment should benefit from higher prices for caustic soda. Prices for natural gas and other hydrocarbon-based raw materials are expected to remain at relatively high levels, but should moderate later in the year. Based on these projections, the Chemicals segment should deliver significantly improved results in 2001.

Overall, the Company expects to report record earnings for 2001.

Liquidity and Capital Resources
Cash Flows For the sixth consecutive year, net cash provided by operating activities reached a record level, amounting to $418.2 million in 2000 compared to 1999's total of $403.0 million. Net cash provided by the Construction Materials segment declined 3% to $374.5 million, while net cash provided by the Chemicals segment increased 62% to $70.1 million.

Cash expenditures for property, plant and equipment, excluding acquisitions, equaled $340.4 million in 2000, up $25.7 million from the 1999 level. Cash spending for acquisitions, including amounts referable to working capital and other items, totaled $265.1 million compared with $780.4 million in 1999.

The Company's policy is to pay out a reasonable share of net cash provided by operating activities as dividends, consistent on average with the payout record of past years, as well as with the goal of maintaining debt ratios within prudent and generally acceptable limits.

Working Capital Working capital, exclusive of debt and cash items (cash, cash equivalents and short-term investments), totaled $353.3 million at December 31, 2000, up $49.8 million from the 1999 level. This increase, which was principally due to the acquisition of Tarmac, compares with an increase of $110.5 million in 1999, which included the CalMat acquisition, and $31.7 million in 1998.

The current ratio decreased to 1.2 at December 31, 2000, due primarily to an increase in commercial paper borrowing used to fund the Tarmac acquisition. The current ratio at year end 1999 was 1.6 compared to 2.7 in 1998. The reduction was due to a lower cash balance and higher debt referable to the 1999 CalMat acquisition.

Property Additions Property additions, including acquisitions, amounted to $469.7 million in 2000, down $558.0 million from the 1999 level of $1,027.7 million. Property additions included $117.5 million related to the Tarmac acquisition, $5.9 million for all other acquisitions, $47.5 million for CalMat postacquisition additions and $69.6 million referable to the Chemicals Chloralkali joint venture, of which approximately one-half was funded by Mitsui & Co. As explained on page 62, Vulcan classifies its property additions into three categories based on the predominant purpose of the project.

Profit-adding projects continued to represent the majority of spending in both segments. For the Construction Materials segment, in addition to Tarmac, these included the acquisition of two recycling facilities and the beginning of production at two greenfield aggregates operations. Property additions in the Chemicals segment included spending for the Chloralkali joint venture. In addition to contributing its existing EDC plant, Vulcan has invested a total of approximately $90.0 million in this project. Commitments for capital expenditures were $51.0 million at December 31, 2000. The Company expects to cover commitments using internally generated cash flow combined with short-term borrowing.

Short-term Borrowings and Investments The Company was a net short-term borrower during 2000. Combined commercial paper and bank borrowing reached a maximum of $350.3 million, and amounted to $270.3 million at year end. The Company was also a net short-term borrower in 1999 when combined commercial paper and bank borrowing reached a peak of $756.5 million, and amounted to $93.5 million at year end. During 1998, the Company maintained a net short-term investing position as marketable securities peaked at $219.8 million and ended the year at $166.8 million.

To finance the October 2000 Tarmac acquisition of $226.9 million plus working capital, the Company incurred short-term debt, primarily commercial paper.

The Company's policy is to maintain committed credit facilities at least equal to its outstanding commercial paper. Unsecured bank lines of credit totaling $305.0 million were maintained at the end of 2000. In addition, the Chloralkali joint venture had outstanding at year end 2000 a stand-alone bank credit facility in the amount of $20.0 million. In connection with its 1999 acquisition of CalMat, the Company entered into a syndicated credit facility in the amount of $550.0 million in January 1999. The Company's commercial paper is rated A-1/P-1 by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., respectively.

Long-term Obligations During 2000, the Company decreased its total long-term obligations by $13.5 million to $685.4 million, compared with a net increase of $622.3 million in 1999. During the three-year period ended December 31, 2000, long-term obligations increased cumulatively by $603.5 million from the $81.9 million outstanding at December 31, 1997.

During the same three-year period, shareholders' equity, net of common stock purchases of $77.5 million and dividends of $233.5 million, increased by $480.0 million to $1.471 billion.

In the future, the ratio of total debt to total capital will depend upon specific investment and financing decisions. Nonetheless, management believes the Company's cash-generating capability, along with its financial strength and business diversification, can reasonably support a ratio of 30% to 35%. The actual ratio at the end of 2000 was 39.5%. The Company has made acquisitions from time to time and will continue to actively pursue attractive investment opportunities. If financing is required for this purpose, it may be accomplished temporarily on a short-term basis or by incurring long-term debt.

In acquiring CalMat in January 1999, the Company liquidated all of its marketable securities and issued commercial paper to purchase CalMat's common stock. In April 1999, the Company issued long-term debt in the amount of $500 million, and used the proceeds to reduce commercial paper outstanding.

On February 7, 2001, the Company issued $240 million of five-year senior unsecured notes due February 1, 2006, with a coupon of 6.40%. The Company plans to use approximately $121.1 million of the net proceeds from the sale of the notes to fund the acquisition of ICA's interest in the Vulcan/ICA joint venture. The Company currently intends to use the remaining net proceeds from the sale of the notes to retire commercial paper indebtedness and for general corporate purposes.

Standard & Poor's and Moody's, respectively, rate the Company's public long-term debt issues at the A+/A1 level.

Common Stock During 2000, the Company did not purchase any shares of its common stock. Previously acquired shares are being held for general corporate purposes, including distributions under management incentive plans. The Company's decisions to purchase shares of common stock are made based on the common stock's valuation and price, the Company's liquidity and debt level and its actual and projected needs for cash for investment projects and regular dividends. The amount, if any, of future share purchases will be determined by management from time to time based upon various factors, including those listed above.

The number and cost of shares purchased during each of the last three years is shown below:

	2000	1999	1998
Shares purchased:
Number	0	336,400	1,832,100
Total cost (millions)	$0	$12.5	$65.0
Average cost	$0	$37.18	$35.48
Shares in treasury at year end:
Number	38,661,373	38,970,426	39,108,657
Average cost	$15.02	$14.96	$14.68

The number of shares remaining under the current purchase authorization of the Board of Directors was 8,473,988 as of December 31, 2000.

Market Risk
The Company is exposed to certain market risks arising from transactions that are entered into in the normal course of business. In order to manage or reduce this market risk, the Company occasionally utilizes derivative financial instruments. To date, the Company has used commodity swap and option contracts to reduce its exposure to fluctuations in prices for natural gas. The fair value of these contracts as of December 31, 2000 and 1999 was not material. As a result of a 10% reduction in the price of natural gas, the Company would experience a potential loss in the fair value of the underlying commodity swap and option contracts for the year ended December 31, 2000 of approximately $1.2 million. The Company is exposed to interest rate risk due to its various long-term debt instruments. Because substantially all of this debt is at fixed rates, a decline in interest rates would result in an increase in the fair market value of the liability. At December 31, 2000, the estimated fair market value of these debt instruments was $682.5 million. The effect of a hypothetical decline in interest rates of 1% would increase the fair market value of the liability by approximately $32.5 million.

New Accounting Standards
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). This statement was adopted effective January 1, 2001, but did not materially impact the Company's financial statements.

In December 1999, the Securities and Exchange Commission (SEC) issued SEC Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 101A, which delayed the implementation date of SAB No. 101 for companies with fiscal years beginning between December 16, 1999 and March 15, 2000. Since the issuance of SAB No. 101 and SAB No. 101A, the SEC issued SAB No. 101B, which delayed implementation until no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB No. 101 summarizes the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In March 2000, the FASB issued guidance on stock compensation issues in the form of FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an Interpretation of APB Opinion No. 25. The Interpretation clarifies the application of APB Opinion No. 25 for certain issues. The Interpretation was effective beginning July 1, 2000. The Company has evaluated the impact of SAB No. 101, as amended, and Interpretation No. 44, and has concluded that there is no material impact on the Company's financial statements.

Special Note Regarding Forward-looking Information
Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These include general business conditions, competitive factors, pricing, weather, energy costs, cost of hydrocarbon-based raw materials and other risks and uncertainties detailed in the Company's periodic reports.

Notes to Consolidated Financial Statements

Vulcan Materials Company and Subsidiary Companies

1. Summary of Significant Accounting Policies
Principles of Consolidation The consolidated financial statements include the accounts of the Company and all majority or wholly owned subsidiary companies. All significant intercompany transactions and accounts have been eliminated in consolidation. Investments in which the Company has ownership interests of 20% to 50% are accounted for by the equity method.

Cash Equivalents The Company classifies as cash equivalents all highly liquid securities with a maturity of three months or less at the time of purchase.

Inventories The Company uses the last-in, first-out (LIFO) method of valuation for most of its inventories because it results in a better matching of costs with revenues. Inventories, other than operating supplies, are stated at the lower of cost or market. Such cost includes raw materials, direct labor and production overhead. Substantially all operating supplies are carried at average cost, which does not exceed market.

Property, Plant and Equipment Property, plant and equipment are carried at cost less allowances for accumulated depreciation, depletion and amortization. The cost of properties held under capital leases is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease.

Depreciation, Depletion and Amortization Depreciation is computed by the straight-line method at rates based upon the estimated service lives of the various classes of assets, which include machinery and equipment, buildings and land improvements. Amortization of capitalized leases is included with depreciation expense.

Cost depletion on depletable quarry land is computed by the unit-of-production method based on estimated recoverable units.

Leaseholds are amortized over varying periods not in excess of applicable lease terms.

Goodwill Goodwill represents the excess of the cost of net assets acquired in business combinations over their fair value. Goodwill is amortized on a straight-line basis over periods ranging from 15 to 30 years.

Impairment of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used, including goodwill and other intangible assets, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the anticipated undiscounted cash flow from such assets is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived assets.

Revenue Recognition Revenue is generally recognized at the time a sale transaction is completed as evidenced by either delivery of goods or performance of services and collectibility of the sales proceeds is reasonably assured. Total revenues generally include sales of products or services to customers, net of discounts, if any, and third-party delivery costs billed to customers.

Other Costs Income is charged as costs are incurred for start-up of new plants and for normal recurring costs of mineral exploration, removal of overburden from active mineral deposits and research and development.

Repairs and maintenance are charged to costs and operating expenses. Renewals and betterments that add materially to the utility or useful lives of property, plant and equipment are capitalized.

The Company accrues the estimated cost of reclamation over the life of the reserves based on tons sold in relation to total estimated tons. Environmental expenditures that pertain to current operations or relate to future revenues are expensed or capitalized consistent with the Company's capitalization policy. Expenditures that relate to an existing condition caused by past operations and do not contribute to future revenue are expensed. Environmental compliance costs include maintenance and operating costs with respect to pollution control facilities, the cost of ongoing monitoring programs and similar costs. Costs are expensed and accrued as liabilities when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. These amounts are accrued no later than the feasibility study and/or when the Company commits to a formal plan of action.

Income Taxes Annual provisions for income taxes are based primarily on reported earnings before income taxes and include appropriate provisions for deferred income taxes resulting from the tax effect of the difference between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. In addition, such provisions reflect adjustments for the following items:

- - Permanent differences, principally the excess of percentage depletion over the tax basis of depletable properties.

- - An estimate of additional cost that may be incurred, including interest on deficiencies but excluding adjustments representing temporary differences, upon final settlement of returns after audit by various taxing authorities.

- - Balances or deficiencies in prior year provisions that become appropriate as audits of those years progress.

Earnings Per Share (EPS) The Company reports two separate earnings per share numbers, basic and diluted. Both are computed by dividing net earnings by the average common shares outstanding (basic EPS) or average common shares outstanding assuming dilution (diluted EPS) as detailed below (in thousands of shares):

	2000	1999	1998
Average common shares outstanding	101,037	100,895	100,854
Dilutive effect of:
Stock options	849	858	720
Performance shares and other	126	437	603
Average common shares outstanding, assuming dilution	102,012	102,190	102,177

All dilutive common stock equivalents are reflected in the Company's earnings per share calculations; the Company had 962,885 and 869,752 antidilutive common stock equivalents in 2000 and 1999, respectively. There were no similar shares in 1998.

Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). This statement was adopted effective January 1, 2001, but did not materially impact the Company's financial statements.

In December 1999, the Securities and Exchange Commission (SEC) issued SEC Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 101A, which delayed the implementation date of SAB No. 101 for companies with fiscal years beginning between December 16, 1999 and March 15, 2000. Since the issuance of SAB No. 101 and SAB No. 101A, the SEC issued SAB No. 101B, which delayed implementation until no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB No. 101 summarizes the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In March 2000, the FASB issued guidance on stock compensation issues in the form of FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an Interpretation of APB Opinion No. 25. The Interpretation clarifies the application of APB Opinion No. 25 for certain issues. The Interpretation was effective beginning July 1, 2000. The Company has evaluated the impact of SAB No. 101, as amended, and Interpretation No. 44, and has concluded that there is no material impact on the Company's financial statements.

Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2000 presentation.

2. Inventories
Inventories at December 31 are as follows (in thousands of dollars):

	2000	1999	1998
Finished products	$155,258	$131,032	$99,814
Raw materials	15,578	13,735	10,466
Products in process	1,020	933	1,183
Operating supplies and other	27,188	33,034	32,217
Total inventories	$199,044	$178,734	$143,680

The above amounts include inventories valued under the LIFO method totaling $129,237,000, $123,268,000 and $107,178,000 at December 31, 2000, 1999 and 1998, respectively. Estimated current cost exceeded LIFO cost at December 31, 2000, 1999 and 1998 by $39,836,000, $35,225,000 and $34,671,000, respectively. If all inventories valued at LIFO cost had been valued under the methods (substantially average cost) used prior to the adoption of the LIFO method, the approximate effect on net earnings would have been a decrease of $2,880,000 ($0.03 per share effect) in 2000, an increase of $197,000 (no per share effect) in 1999 and a decrease of $1,633,000 ($0.02 per share effect) in 1998.

3. Property, Plant and Equipment
Balances of major classes of assets and allowances for depreciation, depletion and amortization at December 31 are as follows (in thousands of dollars):

	2000	1999	1998
Land and land improvements	$634,982	$609,578	$210,601
Buildings	108,520	97,057	83,609
Machinery and equipment	2,644,619	2,246,314	1,874,012
Leaseholds	6,355	7,049	7,039
Construction in progress	101,728	189,899	105,495
Total	3,496,204	3,149,897	2,280,756
Less allowances for depreciation, depletion and amortization	1,647,570	1,510,182	1,384,971
Property, plant and equipment, net	$1,848,634	$1,639,715	$895,785

The Company capitalized interest costs of $6,150,000 in 2000, $4,445,000 in 1999 and $443,000 in 1998 with respect to qualifying construction projects. Total interest costs incurred before recognition of the capitalized amount were $54,237,000 in 2000, $53,021,000 in 1999 and $7,225,000 in 1998.

4. Debt
At year end 2000, the Company had $249,130,000 of commercial paper outstanding. The comparable amounts for 1999 and 1998 were $91,600,000 and $0, respectively. The remaining balances of notes payable for all three years consisted of bank borrowings and other notes.

All the lines of credit extended to the Company in 2000, 1999 and 1998 were based solely on a commitment fee basis, and thus no compensating balances were required. In the normal course of business, the Company maintains balances for which it is credited with earnings allowances. To the extent the earnings allowances are not sufficient to fully compensate banks for the services they provide, the Company pays the fee equivalent for the differences.

Long-term debt, exclusive of current maturities, at December 31 is summarized as follows (in thousands of dollars):

	2000	1999	1998
5.75% 5-year notes issued 1999	$250,000	$250,000	$0
6.00% 10-year notes issued 1999	250,000	250,000	0
Private placement notes	123,741	125,541	0
Medium-term notes	38,000	51,000	56,000
Tax-exempt bonds	17,000	17,000	17,000
Other notes	8,935	8,099	3,533
Unamortized discount 1999 notes	(2,315)	(2,778)	0
Total	$685,361	$698,862	$76,533
Estimated fair value	$675,767	$660,589	$87,091

During 1999, the Company accessed the public debt market by issuing $500,000,000 of five-year and 10-year notes in two tranches of $250,000,000 each. The 5.75% coupon notes mature in April 2004 and the 6.00% notes mature in April 2009. The combined discount from par recorded on these notes is being amortized over the lives of the notes.

The private placement notes were issued by CalMat in December 1996 in a series of four notes at interest rates ranging from 7.19% to 7.66%. Principal payments on the notes begin in December 2003 and end December 2011. The Company entered into an agreement with the note-holders effective February 1999 whereby it guaranteed the payment of principal and interest.

During 1991, the Company issued $81,000,000 of medium-term notes ranging in maturity from three to 30 years, and in interest rate from 7.59% to 8.85%. The $38,000,000 in notes outstanding as of December 31, 2000 have a weighted-average maturity of 9.2 years with a weighted-average interest rate of 8.72%. The $17,000,000 of tax-exempt bonds consists of three separate issues: (1) $8,200,000 of variable-rate bonds maturing in 2009; (2) $3,000,000 of 7.50% coupon bonds maturing in 2011; and (3) $5,800,000 of 6.375% coupon bonds maturing in 2012.

Other notes of $8,935,000 were issued at various times to acquire land or businesses.

The aggregate principal payments for the five years subsequent to December 31, 2000 are: 2001 - $6,694,000; 2002 - $8,296,000; 2003 - $41,106,000; 2004 - $255,146,000; and 2005 - $3,137,000.

The Company's debt agreements do not subject it to any contractual restrictions with regard to working capital or the amount it may expend for cash dividends and purchases of its stock. Pursuant to a provision in the Company's bank credit facility agreements, the percentage of consolidated debt to total capitalization must be less than 60%. The total debt to total capitalization ratio was 39.5% as of December 31, 2000; 37.9% as of December 31, 1999; and 6.8% as of December 31, 1998.

The estimated fair value amounts of long-term debt have been determined by discounting expected future cash flows using interest rates on U.S. Treasury bills, notes or bonds, as appropriate. For cash equivalents, accounts and notes receivable, current portion of long-term debt, accounts payable, accrued interest and other applicable accrued liabilities, the carrying amounts are a reasonable estimate of fair value due primarily to their short-term nature. The fair value estimates presented are based on information available to management as of December 31, 2000, 1999 and 1998. 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.

5. Operating Leases
Total rental expense of nonmineral leases, exclusive of rental payments made under leases of one month or less, is summarized as follows (in thousands of dollars):

	2000	1999	1998
Minimum rentals	$28,511	$26,145	$18,725
Contingent rentals (based principally on usage)	16,223	15,920	15,410
Total	$44,734	$42,065	$34,135

Future minimum operating lease payments under all leases with initial or remaining noncancelable lease terms in excess of one year, exclusive of mineral leases, at December 31, 2000 range from $9,259,000 to $20,122,000 annually through 2004 and aggregate $43,124,000 thereafter. Lease agreements frequently include renewal options and require that the Company pay for utilities, taxes, insurance and maintenance expense. Options to purchase also are included in some lease agreements.

6. Income Taxes
The components of earnings before income taxes are as follows (in thousands of dollars):

	2000	1999	1998
Domestic	$308,271	$343,625	$365,706
Foreign	3,967	7,936	9,138
Total	$312,238	$351,561	$374,844

Provisions for income taxes consist of the following (in thousands of dollars):

	2000	1999	1998
Current:
Federal	$48,585	$79,443	$96,311
State and local	6,592	11,048	16,544
Foreign	209	217	241
Total	55,386	90,708	113,096
Deferred:
Federal	28,841	18,535	4,679
State and local	8,146	2,630	1,181
Foreign	(28)	(5)	(20)
Total	36,959	21,160	5,840
Total provision	$92,345	$111,868	$118,936

The effective income tax rate varied from the federal statutory income tax rate due to the following:

	2000	1999	1998
Federal statutory tax rate	35.0%	35.0%	35.0%
Increase (decrease) in tax rate resulting from:
Depletion	(7.1)	(5.9)	(4.5)
State and local income taxes,         net of federal income tax benefit	3.0	2.5	3.0
Amortization of goodwill	1.5	1.4	0.2
Miscellaneous items	(2.8)	(1.2)	(2.0)
Effective tax rate	29.6%	31.8%	31.7%

Deferred income taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liability are as follows (in thousands of dollars):

	2000	1999	1998
Deferred tax assets related to:
Postretirement benefits	$21,880	$20,876	$16,804
Reclamation and environmental accruals	10,748	11,342	371
Accounts receivable, principally allowance for     doubtful accounts	4,845	4,911	2,918
Inventory adjustments	5,745	7,906	6,309
Pensions, incentives and deferred compensation	7,477	18,587	17,477
Other items	16,141	8,808	9,596
Total deferred tax assets	66,836	72,430	53,475
Deferred tax liabilities related to:
Fixed assets	273,623	255,947	117,658
Other items	17,353	14,385	9,366
Total deferred tax liabilities	290,976	270,332	127,024
Net deferred tax liability	$224,140	$197,902	$73,549

7. Pension and Postretirement Benefit Plans
Pension Plans The Company sponsors three noncontributory defined benefit pension plans. These plans cover substantially all employees other than those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan and one out of four union groups in the Chemicals Hourly Plan are based on salaries or wages and years of service; the Construction Materials Hourly Plan and three union groups in the Chemicals Hourly Plan provide benefits equal to a flat dollar amount for each year of service.

The following tables set forth the combined funded status of the plans and their reconciliation with the related amounts recognized in the Company's consolidated financial statements at December 31 (in thousands of dollars):

	2000	1999	1998
Change in benefit obligation:
Benefit obligation at beginning of year	$323,530	$344,758	$306,516
Service cost	14,819	14,961	12,886
Interest cost	24,579	21,135	19,499
Amendments	3,114	0	5,479
Actuarial (gain) loss	2,015	(40,757)	14,667
Benefits paid	(17,242)	(16,567)	(14,289)
Benefit obligation at end of year	$350,815	$323,530	$344,758
Change in plan assets:
Fair value of assets at beginning of year	$502,621	$445,553	$395,245
Actual return on plan assets	66,985	72,865	63,827
Employer contribution	751	770	770
Benefits paid	(17,242)	(16,567)	(14,289)
Fair value of assets at end of year	$553,115	$502,621	$445,553
Funded status	$202,300	$179,091	$100,795
Unrecognized net transition asset	(957)	(2,678)	(5,060)
Unrecognized net actuarial gain	(210,436)	(190,164)	(111,024)
Unrecognized prior service cost	13,694	12,778	14,670
Net amount recognized	$4,601	$(973)	$(619)
Amounts recognized on the Consolidated Balance Sheets:
Prepaid benefit cost	$39,764	$37,238	$35,500
Accrued benefit liability	(35,163)	(38,211)	(36,492)
Intangible assets	0	0	373
Net amount recognized	$4,601	$(973)	$(619)

	2000	1999	1998
Components of net periodic pension benefit (income) cost:
Service cost	$14,819	$14,961	$12,886
Interest cost	24,579	21,135	19,499
Expected return on plan assets	(36,973)	(32,505)	(28,643)
Amortization of transition asset	(1,721)	(2,382)	(2,425)
Amortization of prior service cost	2,198	1,892	1,531
Recognized actuarial gain	(7,725)	(1,977)	(1,145)
Net periodic pension benefit (income) cost	$(4,823)	$1,124	$1,703
Weighted-average assumptions as of December 31:
Discount rate	7.25%	7.50%	6.75%
Expected return on assets	8.25%	8.25%	8.25%
Rate of compensation increase (for salary-related plans)	4.25%	4.25%	4.25%

Plan assets are composed primarily of marketable domestic and international equity securities and corporate and government debt securities. The Company sponsors an unfunded, nonqualified pension plan. The projected benefit obligation, accumulated benefit obligation and fair value of assets for this plan were $16,516,000, $10,850,000 and $0 as of December 31, 2000; $16,585,000, $11,064,000 and $0 as of December 31, 1999; and $16,944,000, $11,170,000 and $0 as of December 31, 1998.

Certain of the Company's hourly employees in unions are covered by multiemployer defined benefit pension plans. Contributions to these plans approximated $5,930,000 in 2000, $7,038,000 in 1999 and $2,159,000 in 1998. The actuarial present value of accumulated plan benefits and net assets available for benefits for employees in the union-administered plans are not determinable from available information. Thirty percent of the labor force are covered by collective bargaining agreements.

Postretirement Plans In addition to pension benefits, the Company provides certain health care benefits and life insurance for some retired employees. Substantially all of the Company's salaried employees and, where applicable, hourly employees may become eligible for those benefits if they reach at least age 55 and meet certain service requirements while working for the Company. Generally, Company-provided health care benefits terminate when covered individuals become eligible for Medicare benefits or reach age 65, whichever first occurs.

The following tables set forth the combined funded status of the plan and its reconciliation with the related amounts recognized in the Company's consolidated financial statements at December 31 (in thousands of dollars):

	2000	1999	1998
Change in benefit obligation:
Benefit obligation at beginning of year	$54,320	$50,932	$48,713
Service cost	1,991	1,964	2,134
Interest cost	3,766	3,480	3,367
Amendments	(2,271)	7,946	(146)
Actuarial (gain) loss	1,123	(7,334)	(623)
Benefits paid	(2,717)	(2,668)	(2,513)
Benefit obligation at end of year	$56,212	$54,320	$50,932
Change in plan assets:
Fair value of assets at beginning of year	$3,488	$3,484	$3,323
Actual return on plan assets	119	128	167
Employer contribution	0	0	45
Benefits paid	(100)	(124)	(51)
Fair value of assets at end of year	$3,507	$3,488	$3,484
Funded status	$(52,705)	$(50,832)	$(47,448)
Unrecognized net (gain) loss	(134)	(1,482)	5,612
Unrecognized prior service cost	(2,209)	(151)	(162)
Net amount recognized	$(55,048)	$(52,465)	$(41,998)
Amounts recognized on the Consolidated Balance Sheets:
Accrued benefit liability	$(55,048)	$(52,465)	$(41,998)

	2000	1999	1998
Components of net periodic postretirement benefit cost:
Service cost	$1,991	$1,964	$2,134
Interest cost	3,766	3,480	3,367
Expected return on plan assets	(244)	(244)	(218)
Amortization of prior service cost	(213)	(11)	21
Recognized actuarial loss	0	0	84
Net periodic postretirement benefit cost	$5,300	$5,189	$5,388

The Company funds the postretirement benefits plan each year through contributions to a trust fund for health care benefits and through payments of premiums to providers of life insurance. All assets of the plan relate to the life insurance and are composed of reserves held by the insurer.

The weighted-average discount rates used as of December 31, 2000, 1999 and 1998 were 7.25%, 7.50% and 6.75%, respectively. For measurement purposes, a 5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2001 and beyond.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. If the health care cost trend rates were increased 1% each year, the accumulated postretirement benefit obligation as of December 31, 2000 would have increased by $5,172,000, and the aggregate of the service and interest cost for 2000 would have increased by $694,000. Similarly, if the health care cost trend rates were decreased 1% each year, the accumulated postretirement benefit obligation as of December 31, 2000 would have decreased by $4,125,000, and the aggregate of the service and interest cost for 2000 would have decreased by $595,000.

8. Incentive Plans
Stock-based Compensation Plans The Company's 1996 Long-term Incentive Plan authorizes the granting of stock-based awards to key salaried employees of the Company and its affiliates. The Plan permits the granting of stock options (including incentive stock options), stock appreciation rights, restricted stock and restricted stock units, performance share awards, dividend equivalents and other awards valued in whole or in part by reference to or otherwise based on common stock of the Company. The number of shares available for awards is 0.95% of the issued common shares of the Company (including treasury shares) as of the first day of each calendar year, plus the unused shares that are carried over from prior years.

Stock options issued during 2000, 1999 and 1998 were granted at the fair market value of the stock on the date of the grant. They vest ratably over five years and expire 10 years subsequent to the grant.

Performance share awards were granted through 1995. These awards are based on the achievement of established performance goals, and the majority of the awards vest over five years. Expense provisions referable to these plans amounted to $3,451,000 in 2000, $3,313,000 in 1999 and $10,698,000 in 1998. Expense provisions are affected by changes in the market value of the Company's common stock and performance versus a preselected peer group.

The Company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock-based compensation. Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123, Accounting for Stock-based Compensation (SFAS 123), and has been determined as if the Company had accounted for its employee stock options and performance share awards under the fair value method of that statement. The fair value for performance share awards was based on a discounted fair market value of the Company's stock at grant date. The fair value for options was estimated at the date of the grant using a Black-Scholes option pricing model with the following weighted-average assumptions for the years ended December 31, 2000, 1999 and 1998 as presented below:

	2000	1999	1998
Risk-free interest rate	6.78%	5.2%	5.6%
Dividend yields	1.98%	1.7%	2.1%
Volatility factors of the expected market price of the Company's common stock	25.54%	21.4%	17.9%
Weighted-average expected life of the option	5 years	5 years	5 years

For purposes of pro forma disclosures, the estimated fair value of the options and performance share awards is amortized to expense over the options' vesting period. The effects of applying SFAS 123 on a pro forma basis would have decreased net earnings by approximately $1,691,000 in 2000 and $1,253,000 in 1999 and increased net earnings by approximately $3,626,000 in 1998. For 2000, the impact on both basic and diluted earnings per share would have been a $0.02 decrease. The impact on both basic and diluted earnings per share in 1999 would also have been a $0.02 decrease. Similarly, the impact on basic and diluted earnings per share in 1998 would have been a $0.03 and $0.04 increase, respectively.

A summary of the Company's stock option activity, related information as of December 31, 2000, 1999 and 1998, and changes during each year is presented below:

	2000		1999		1998
	Shares	Weighted-Average Exercise Price	Shares	Weighted-Average Exercise Price	Shares	Weighted-Average Exercise Price
Outstanding at beginning of year	4,092,846	$28.96	3,248,640	$24.04	2,427,705	$20.09
Granted at fair value	1,238,000	$42.34	963,400	$45.17	1,021,950	$33.13
Exercised	(88,048)	$43.58	(60,109)	$45.46	(95,010)	$19.79
Forfeited	(84,840)	$36.87	(59,085)	$29.47	(106,005)	$25.12
Outstanding at year end	5,157,958	$32.16	4,092,846	$28.96	3,248,640	$24.04
Options exercisable at year end	2,117,758	$24.71	1,405,331	$21.73	840,960	$19.73
Weighted-average grant date fair value of each option granted during the year	$8.25		$7.27		$4.80

The following table summarizes information about stock options outstanding and exercisable at December 31, 2000:

	Options Outstanding			Options Exercisable
	Number of Shares	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average    Exercise Price	Number of Shares	Weighted-Average Exercise Price
Range of Exercise Price
$18.58 - $19.73	1,042,000	5.38	$18.87	863,245	$18.87
$21.31	1,054,443	6.12	$21.31	670,233	$21.31
$29.20 - $32.95	906,600	7.12	$32.94	377,205	$32.94
$43.75 - $45.17	947,215	8.10	$45.14	205,475	$45.12
$42.34	1,207,700	9.10	$42.34	1,600	$42.34
Total/Average	5,157,958	7.21	$32.16	2,117,758	$24.71

Cash-based Compensation Plan The Company has a management incentive plan under which cash awards may be made annually to officers and key employees. Expense provisions referable to the plan amounted to $8,546,000 in 2000, $6,832,000 in 1999 and $10,250,000 in 1998.

9. Other Commitments and Contingent Liabilities
Commitments for the purchase of property, plant and equipment were $50,959,000 at December 31, 2000.

The Company is a defendant in various lawsuits incident to the ordinary course of business. It is not possible to determine with precision the probable outcome or the amount of liability, if any, with respect to these lawsuits; however, in the opinion of the Company and its counsel, the disposition of these lawsuits will not adversely affect the consolidated financial statements of the Company to a material extent.

The Company's Consolidated Balance Sheets as of December 31 include accrued environmental cleanup costs by segment, as follows: Chemicals 2000 - $5,919,000, 1999 - $5,406,000 and 1998 - $3,973,000; Construction Materials 2000 - $7,858,000, 1999 - $3,394,000 and 1998 - $0. The accrued environmental cleanup costs in the Construction Materials segment relate to the CalMat facilities and Tarmac facilities acquired in 1999 and 2000, respectively.

The Company's Consolidated Balance Sheets as of December 31 include accrued land reclamation costs for the Construction Materials segment of $23,963,000 in 2000, $23,559,000 in 1999 and $0 in 1998. These accrued costs relate to the acquired CalMat facilities.

10. Shareholders' Equity
A total of 42,511,981 shares has been purchased at a cost of $608,423,000 pursuant to a common stock purchase plan initially authorized by the Board of Directors in July 1985 and increased in subsequent years, and pursuant to a tender offer during the period November 5, 1986 through December 4, 1986. The number of shares remaining under the current purchase authorization was 8,473,988 as of December 31, 2000.

11. Segment Data
The Company's reportable segments are organized around products and services and continue to be Construction Materials and Chemicals. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company's determination of segment earnings (a) recognizes equity in the income or losses of nonconsolidated companies as part of segment earnings; (b) reflects allocations of general corporate expenses to the segments; (c) does not reflect interest income or expense; and (d) is before income taxes.

The Company's Construction Materials segment produces and sells aggregates and related products and services in seven regional divisions. These divisions have been aggregated for reporting purposes. At year end, sales are in 21 states, the District of Columbia and Mexico. Customers use aggregates primarily in the construction and maintenance of highways, streets and other public works and in the construction of housing and commercial, industrial and other nonresidential facilities.

The Chemicals segment is organized into two business units: Chloralkali and Performance Chemicals. The Chloralkali business unit produces and sells chlorine, caustic soda, hydrochloric acid, potassium chemicals and chlorinated organic chemicals principally to the chemical processing, refrigeration, polymer, food and pharmaceutical, pulp and paper, textile, and water management industries. The Performance Chemicals business unit offers specialty and custom chemical products, services, technologies and manufacturing capabilities to a number of industries, including pulp and paper and water management. These business units have been aggregated for reporting purposes.

Because the majority of the Company's activities are domestic, sales and assets outside the United States are not material.

Segment Financial Disclosure

	2000	1999	1998
Amounts in millions
Net Sales
Construction Materials	$1,885.9	$1,810.6	$1,158.6
Chemicals	605.8	545.2	617.8
Total	$2,491.7	$2,355.8	$1,776.4
Total Revenues
Construction Materials	$2,083.8	$2,008.2	$1,299.9
Chemicals	660.8	599.6	669.9
Total	$2,744.6	$2,607.8	$1,969.8
Earnings before Interest and Income Taxes
Construction Materials	$375.7	$370.0	$307.3
Chemicals	(20.1)	25.8	67.6
Total	$355.6	$395.8	$374.9
Identifiable Assets
Construction Materials	$2,375.2	$2,101.3	$894.6
Chemicals	639.5	547.7	452.7
Identifiable assets	3,014.7	2,649.0	1,347.3
Investment in nonconsolidated companies	59.5	65.3	70.3
General corporate assets	99.1	72.4	60.4
Cash items	55.3	52.8	180.6
Total	$3,228.6	$2,839.5	$1,658.6
Depreciation, Depletion and Amortization
Construction Materials	$177.6	$160.7	$90.8
Chemicals	54.8	46.4	47.0
Total	$232.4	$207.1	$137.8
Property Additions
Construction Materials	$336.8	$909.6	$176.0
Chemicals	132.9	118.1	54.3
Total	$469.7	$1,027.7	$230.3
Net Sales by Product
Construction Materials
Aggregates	$1,248.1	$1,193.0	$978.6
Asphaltic products and placement	328.5	289.9	76.9
Ready-mixed concrete	201.6	206.6	19.7
Other	107.7	121.1	83.4
Total	$1,885.9	$1,810.6	$1,158.6
Chemicals
Chloralkali - Inorganic	$154.8	$149.0	$205.4
Chloralkali - Organic	276.0	209.7	220.9
Performance Chemicals	175.0	186.5	191.5
Total	$605.8	$545.2	$617.8

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

	2000	1999	1998
Cash payments:
Interest (exclusive of amount capitalized)	$49,253	$39,079	$7,249
Income taxes	70,615	85,756	112,995
Noncash investing and financing activities:
Amounts referable to business acquisitions:
Liabilities assumed	16,742	480,087	1,497
Fair value of stock issued	1,300	10,580	34,568
Debt issued in purchase of assets, net of liabilities	3,421	8,645	0

13. Acquisitions
In October 2000, the Company acquired various assets of Tarmac America, Inc. for $226,900,000 in cash plus related working capital. The acquired assets primarily included aggregates production and distribution facilities in Maryland, Pennsylvania, South Carolina and Virginia. This acquisition was made under a purchase agreement between the Company and Titan Atlantic LLC. The Company entered into the agreement in order to strengthen its Construction Materials segment by extending its geographic scope of operations in the eastern U.S. In the Tarmac acquisition the Company acquired control of approximately 500 million tons of proven and permitted aggregates reserves.

In addition to the 2000 Tarmac acquisition and the 1999 acquisition of CalMat for $748,579,000, at various dates during 2000, 1999 and 1998 the Company acquired the net assets and businesses of several companies. The combined purchase prices were approximately $11,000,000, $56,000,000 and $59,000,000, respectively. With the exception of the two large acquisitions, Tarmac and CalMat, funds for the purchases were primarily provided by internally generated cash flows or stock issuance. The amount by which the total cost of these acquisitions exceeded the fair value of the net assets acquired was recognized as goodwill.

All of the 2000, 1999 and 1998 acquisitions described above were accounted for as purchases and, accordingly, the results of operations of the acquired businesses are included in the accompanying financial statements from their respective dates of acquisition. On a pro forma basis, as if the net assets and businesses had been acquired at the beginning of fiscal 1999, 1998 and 1997, respectively, revenue, net income and earnings per share would not differ materially from the amounts reflected in the accompanying consolidated financial statements for 2000, 1999 and 1998 except for the acquisition of CalMat. For 1998, on a pro forma basis, net sales, net earnings, basic and diluted earnings per share would have been $2,289,212,000, $248,954,000, $2.47 and $2.44, respectively. The pro forma amounts above assume that the CalMat acquisition occurred as of January 1, 1998 and are not necessarily indicative of the results of operations of the Company had the CalMat acquisition occurred at the beginning of the period presented, nor are they necessarily indicative of the results of future operations.

Goodwill and the allowances for amortization at December 31 are as follows (in thousands of dollars):

	2000	1999	1998
Goodwill	$622,065	$494,900	$114,124
Less allowances for amortization	60,021	40,117	20,116
Goodwill, net	$562,044	$454,783	$ 94,008

14. Subsequent Events
A. Acquisition of ICA'S Interest in the Vulcan/ICA Joint Venture By the end of the first quarter of 2001, the Company expects to have acquired from Empresas ICA Sociedad Controladora, S.A. de C.V. (ICA), for $121,100,000 in cash subject to certain adjustments, all of its interests in the companies that made up the Vulcan/ICA joint venture. These companies produce aggregates in the Yucatan Peninsula and transport and sell them in various markets primarily along the U.S. Gulf Coast. The acquisition will result in Vulcan becoming the sole owner of the joint venture companies, known collectively as the Crescent Market Companies. The businesses of these companies include:

- - a limestone quarry, aggregates processing plant, deepwater harbor and other properties located on the east coast of Mexico's Yucatan Peninsula;

- - aggregates transportation involving two ships used to transport aggregates from Mexico to the U.S. and the Caribbean Basin; and

- - aggregates production and distribution involving various distribution facilities primarily on the Gulf Coast, as well as two aggregates production facilities in Florida and a fine-grind plant in Texas.

B. New Debt Issuance On February 7, 2001, the Company issued $240,000,000 of five-year senior unsecured notes due February 1, 2006, with a coupon of 6.40%. The Company plans to use approximately $121,100,000 of the net proceeds from the sale of the notes to fund the acquisition of ICA's interest in the Vulcan/ICA joint venture. The Company currently intends to use the remaining net proceeds from the sale of the notes to retire commercial paper indebtedness and for general corporate purposes.

C. Arbitration Assessment On February 28, 2001, a determination was made against the Company in an arbitration proceeding in California involving its subsidiary, Vulcan Chemicals Technologies, Inc., that assesses damages, attorneys' fees and costs against the subsidiary in the total amount of $23,000,000. The resulting provision is reflected as a pretax expense within the caption "Other income, net" on the Consolidated Statement of Earnings for the year ended December 31, 2000. As this assessment involved a subsidiary of the Company's Chemicals segment, the assessment has been reflected in the Company's Chemicals segment information. The reserve for this obligation is classified as a current liability in the Consolidated Balance Sheet as of December 31, 2000.

The arbitration proceeding arose out of the termination of a distributorship agreement in the Company's Performance Chemicals business unit for the sale of certain products in four Asian countries. The magnitude of the determination was unexpected and in the Company's opinion was greatly in excess of any actual damages suffered by the claimant.

15. Restatement
Subsequent to the issuance of the Company's 2000 consolidated financial statements, management determined that the Company's practice of netting third-party delivery costs against amounts billed to customers for delivery was inconsistent with Emerging Issues Task Force Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs (EITF 00-10). EITF 00-10 requires amounts billed to customers for delivery costs to be classified as a component of total revenues, and the related delivery costs to be classified as either a component of total cost of revenues or separately reported within the Statements of Earnings. Accordingly, the consolidated Statements of Earnings have been restated to reflect the appropriate recording of these amounts. The effect of the restatement is to increase total revenues and cost of revenues for the years ended December 31, 2000, 1999 and 1998 by $252,850,000, $251,993,000 and $193,330,000, respectively. Gross profit, earnings before income taxes, net earnings and the related per share amounts were not affected.

Quarterly Financial Data
Net Sales, Total Revenues, Net Earnings and Earnings Per Share
Vulcan Materials Company and Subsidiary Companies

	2000		1999
Amounts in millions, except per share data
Net Sales
First quarter	$515.0		$482.2
Second quarter	665.2		611.5
Third quarter	681.2		656.4
Fourth quarter	630.3		605.7
Total	$2,491.7		$2,355.8
Total Revenues 1
First quarter	$565.4		$531.4
Second quarter	732.9		675.5
Third quarter	753.0		728.7
Fourth quarter	693.3		672.2
Total	$2,744.6		$2,607.8
Gross Profit
First quarter	$99.2		$98.2
Second quarter	174.1		158.4
Third quarter	180.8		178.9
Fourth quarter	129.6		151.0
Total	$583.7		$586.5
Net Earnings
First quarter	$23.3	$26.4
Second quarter	76.1	62.7
Third quarter	86.0	85.8
Fourth quarter	34.5	64.8
Total	$219.9	$239.7
Basic Earnings Per Share
First quarter	$0.23	$0.26
Second quarter	0.75	0.62
Third quarter	0.85	0.85
Fourth quarter	0.34	0.64
Full year	$2.18	$2.38
Diluted Earnings Per Share
First quarter	$0.23	$0.26
Second quarter	0.75	0.61
Third quarter	0.84	0.84
Fourth quarter	0.34	0.64
Full year	$2.16	$2.35

¹ As restated, see Note 15 to the Consolidated Financial Statements.

Financial Terminology
Vulcan Materials Company and Subsidiary Companies

Capital Employed
For our Company: the sum of interest-bearing debt, other noncurrent liabilities and shareholders' equity; for a segment: the net sum of the segment's assets, current liabilities and allocated corporate assets and current liabilities, exclusive of cash items and debt.

Cash Items
The sum of cash, cash equivalents and short-term investments.

Common Shareholders' Equity
The sum of common stock (less the cost of common stock in treasury), capital in excess of par value and retained earnings, as reported in the balance sheet.

EBIT
Earnings before interest and income taxes.

EBITDA
Earnings before interest, income taxes, depreciation, depletion and amortization.

Long-term Capital
The sum of long-term debt, other noncurrent liabilities and shareholders' equity.

Net Sales
Total customer revenues for the Company's products and services, net of discounts, if any.

Operating Income after Taxes
Net earnings from operations plus the after-tax cost of interest expense.

Property Additions
Capitalized replacements of and additions to property, plant and equipment (and such assets of businesses acquired), including capitalized leases, renewals and betterments; each segment's property additions include allocated corporate amounts.

Our Company classifies its property additions into three categories based on the predominant purpose of the project expenditures. Thus, a project is classified entirely as a replacement if that is the principal reason for making the expenditure even though the project may involve some cost-saving and/or capacity improvement aspects. Likewise, a profit-adding project is classified entirely as such if the principal reason for making the expenditure is to add operating facilities at new locations (which occasionally replace facilities at old locations), to add product lines, to expand the capacity of existing facilities, to reduce costs, to increase mineral reserves or to improve products, etc.
Property additions classified as environmental control expenditures do not reflect those expenditures for environmental control activities, including industrial health programs, that are expensed currently. Such expenditures are made on a continuing basis and at significant levels in each of our Company's segments. Frequently, profit-adding and major replacement projects also include expenditures for environmental control purposes.

Ratio of Earnings to Fixed Charges
The sum of earnings from continuing operations before income taxes, amortization of capitalized interest and fixed charges net of interest capitalization credits, divided by fixed charges. Fixed charges are the sum of interest expense before capitalization credits, amortization of financing costs and one-third of rental expense.

Segment Earnings
Earnings before interest and income taxes and after allocation of corporate expenses and income, and after assignment of equity income to the segments with which it is related in terms of products and services. Allocations are based on average capital employed and net sales.

Short-term Debt
The sum of current interest-bearing debt, including current maturities of long-term debt and interest-bearing notes payable.

Total Shareholder Return
Average annual rate of return using both stock price appreciation and quarterly dividend reinvestment. Stock price appreciation is based on a point-to-point calculation, using end of year data.

EX-23

Exhibit 23(b)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statements No. 333-68895 and 333-54848 on Form S-3 and Registration Statements No. 33-28397, 33-28398, and 33-24051 on Form S-8 of Vulcan Materials Company of our reports dated January 31, 2001 (February 28, 2001 as to Note 14 and July 3, 2001 as to Note 15) (which express an unqualified opinion and include an explanatory paragraph relating to the restatement described in Note 15), appearing in and incorporated by reference in the Annual Report on Form 10-K/A of Vulcan Materials Company for the year ended December 31, 2000, and to the reference to us under the heading "Experts" in the Prospectus, which is part of these Registration Statements.


DELOITTE & TOUCHE LLP

Birmingham, Alabama
July 12, 2001