10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 2006

Commission file number: 1-4033

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	63-0366371
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1200 Urban Center Drive, Birmingham, Alabama 35242
(Address, including zip code, of registrant’s principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ .

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

Indicate by check mark 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. o

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer þ            Accelerated filer o            Non-accelerated filer o

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

Aggregate market value of voting stock held by non-affiliates as of June 30, 2006:	$	7,468,430,143
Number of shares of common stock, $1.00 par value, outstanding as of February 16, 2007:		95,011,123

DOCUMENTS INCORPORATED BY REFERENCE

(1)	Portions of the registrant’s 2006 Annual Report to Shareholders 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, 2007, are incorporated by reference into Part III of this Annual Report on Form 10-K.

VULCAN MATERIALS COMPANY

Annual Report on Form 10-K

Fiscal Year Ended December 31, 2006

CONTENTS

Part	Item		Page
I	1	Business		1
	1A	Risk Factors		4
	1B	Unresolved Staff Comments		6
	2	Properties		7
	3	Legal Proceedings		10
	4	Submission of Matters to a Vote of Security Holders		12
II	5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
	6	Selected Financial Data		15
	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	7A	Quantitative and Qualitative Disclosures About Market Risk		16
	8	Financial Statements and Supplementary Data		16
	9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		16
	9A	Controls and Procedures		16
	9B	Other Information		17
III	10	Directors, Executive Officers and Corporate Governance		17
	11	Executive Compensation		17
	12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		17
	13	Certain Relationships and Related Transactions and Director Independence		17
	14	Principal Accountant Fees and Services		17
IV	15	Exhibits and Financial Statement Schedules		18
	--	Signatures		21
EX-10.(P) FORM PERFORMANCE SHARE UNIT AWARD AGREEMENT
EX-10.(Q) FORM STOCK ONLY STOCK APPRECIATION RIGHTS AGREEMENT
EX-10.(R) FORM EMPLOYEE DEFERRED STOCK UNIT AWARD AMENDED AGREEMENT
EX-10.(S) 2007 COMPENSATION ARRANGEMENTS
EX-12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-13 2006 ANNUAL REPORT TO SHAREHOLDERS
EX-21 LIST OF SUBSIDIARIES OF THE COMPANY
EX-23 CONSENT OF DELOITTE & TOUCHE LLP
EX-24 POWERS OF ATTORNEY
EX-31.(A) SECTION 302 CERTIFICATION OF THE CEO
EX-31.(B) SECTION 302 CERTIFICATION OF THE CFO
EX-32.(A) SECTION 906 CERTIFICATION OF THE CEO
EX-32.(B) SECTION 906 CERTIFICATION OF THE CFO

PART I

Item 1. Business

     Vulcan Materials Company, a New Jersey corporation incorporated in 1956 (“the Company,” “Vulcan,” “we” or “our”), is the nation’s largest producer of construction aggregates and a major producer of asphalt mix and concrete.

     Our business consists of the production, distribution and sale of construction aggregates and other construction materials and related services. Construction aggregates include crushed stone, sand and gravel, rock asphalt and recrushed asphalt and concrete. Aggregates 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 70% of the dollar volume of our 2006 net sales, as compared to 72% in 2005 and 73% in 2004. The remaining sales in our business result primarily from other products and services including asphalt mix and related products, concrete, trucking services, and water transportation services.

     Each type of aggregate is sold in competition with producers of other types of aggregates, as well as the same type of aggregate. Because of the relatively high transportation costs inherent in the business, competition generally is limited to areas in proximity to production facilities. Noteworthy exceptions are areas where there are no economically viable deposits of aggregates. These areas include sections of the Mississippi, Tennessee-Tombigbee and James River systems, and the Gulf Coast and South Atlantic Coast, which are served from remote quarries by barge, oceangoing vessels or railroad. During 2006, we served markets in 21 states, the District of Columbia and Mexico with a full line of aggregates, and 5 additional states with railroad ballast. Shipments of all construction aggregates totaled approximately 255 million tons in 2006.

     In 2006, we spent approximately $20.5 million on acquisitions. These acquisitions included an aggregates production facility and asphalt mix plant in Indiana, an aggregates production facility in North Carolina, and an aggregates production facility in Virginia.

     At the end of 2006, we operated 221 aggregates production facilities, including recrushed asphalt and concrete plants, located in 17 states and Mexico. These aggregates facilities included 166 crushed stone plants, 37 sand and gravel plants and 18 plants producing other aggregates (principally recycled concrete). Reserves largely determine the ongoing viability of an aggregates business. For a discussion of our estimated proven and probable aggregates reserves as of the end of 2006, see Item 2 “Properties” on page 7. We believe that our reserves of aggregates, the key raw material of our business, are sufficient for predicted production levels for the foreseeable future. We do not anticipate any material difficulties in the availability of raw materials in the near future.

     In addition to our aggregates production facilities, we operated 66 truck, rail and water distribution yards, located in select market areas, for the sale of aggregates products. Our other facilities included 46 asphalt mix plants; 22 concrete plants; and another 17 operations related to service and repair, landfill and transportation operations.

     The key end-use customers for our aggregates products include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county and municipal governments; railroads; and electric utilities. We serve our customers by truck, rail and water distribution networks.

     Zoning and permitting regulations have made it increasingly difficult for the construction aggregates industry to expand existing quarries or to develop new quarries in some markets. Although we cannot predict what governmental policies will be adopted in the future that affect the construction materials industry, we believe that future zoning and permitting costs will not have a materially adverse effect on our business. However, future land use restrictions in some markets could make zoning and permitting more difficult. Any such restrictions, while potentially curtailing expansion in certain areas, could also enhance the value of our reserves at existing locations.

     We strive to maintain a sufficient level of aggregates inventory to meet delivery requirements of our customers. We generally provide our customers with 30-day payment terms, similar to those customary for the construction aggregates industry.

Agreement to Acquire Florida Rock Industries, Inc.

     On February 19, 2007, we signed a definitive agreement to acquire 100% of the stock of Florida Rock Industries, Inc. (Florida Rock), a leading producer of construction aggregates, cement, concrete and concrete products in the Southeast and Mid-Atlantic states, in exchange for cash and stock valued at approximately $4.6 billion based on the February 16, 2007 closing price of Vulcan common stock. Under the terms of the agreement, Vulcan shareholders will receive one share of common stock in a new holding company (whose subsidiaries will be Vulcan and Florida Rock) for each Vulcan share. Florida Rock shareholders can elect to receive either 0.63 shares of the new holding company or $67.00 in cash for each Florida Rock share, subject to proration to ensure that in the aggregate 70% of Florida Rock shares will be converted into cash and 30% of Florida Rock shares will be converted into stock. We intend to finance the transaction with approximately $3.2 billion in debt and approximately $1.4 billion in stock based on the February 16, 2007 closing price of Vulcan common stock. We have received a firm commitment from Goldman, Sachs & Co. to provide bridge financing for the transaction. The transaction is intended to be non-taxable for Vulcan shareholders and non-taxable for Florida Rock shareholders to the extent they receive stock. The acquisition has been unanimously approved by the Boards of Directors of each company and is subject to approval by a majority of Florida Rock shareholders, regulatory approvals and customary closing conditions. The transaction is expected to close in mid-year 2007.

Divestiture of Chemicals Business

     On June 7, 2005, we sold our Chemicals business, known as Vulcan Chemicals, to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The sale of assets included our chloralkali facilities in Wichita, Kansas; Geismar, Louisiana and Port Edwards, Wisconsin; and the facilities of our Chloralkali joint venture located in Geismar.

Financial Results

     Net sales, total revenues, earnings from continuing operations, earnings from continuing operations per common share, total assets, long-term obligations and cash dividends declared per common share for the five years ended December 31, 2006, are reported under Item 6, “Selected Financial Data.”

Competition and Customers

     All of our products are marketed under highly competitive conditions, including competition in price, service and product performance. In most of the markets we serve, there are a substantial number of competitors.

     We are the largest construction aggregates producer in the United States. We estimate that the 10 largest aggregates producers in the nation supply approximately one-third of the total national market, resulting in highly fragmented markets in some areas. Therefore, depending on the market, we may compete with a number of large regional and small local producers. Since construction aggregates are expensive to transport relative to their value, an important competitive factor in the construction aggregates business is the transportation cost necessary to deliver product to the location where it is used. We focus on serving metropolitan areas that demographers expect will experience the largest absolute growth in population in the future. We have facilities located on waterways and rail lines which substantially increase our geographic market reach through the availability of rail and water transportation. We sell a relatively small amount of construction aggregates outside of the United States. Non-domestic net sales were $20,595,000 in 2006, $13,490,000 in 2005, and $7,580,000 in 2004. Long-lived assets outside the United States are reported in Note 15 to the Consolidated Financial Statements on page 68 of our 2006 Annual Report to Shareholders and is hereby incorporated by reference.

     No material part of our business is dependent upon one or a few customers, the loss of which would have a material adverse effect on our business. In 2006, our top five customers accounted for less than 10% of our total

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sales, and no single customer accounted for more than 3% of our total sales. Our products are sold principally to private industry. Although historically over 40% of our sales have gone into public works projects, such as highways, airports and government buildings, relatively insignificant sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding of public works projects can curtail construction spending, our business is not subject to renegotiation of profits or termination of contracts as a result of state or federal government elections.

Research and Development Costs

     We conduct research and development and technical service activities at our facility in Birmingham, Alabama. In general, our research and development efforts are directed toward new and more efficient uses of our products. We spent approximately $1,704,000 in 2006, $1,554,000 in 2005, and $1,341,000 in 2004 on research and development activities.

Environmental Costs and Governmental Regulation

     Our operations are subject to federal, state and local laws and regulations relating to the environment and to health and safety, including noise, water discharge, air quality, dust control, zoning and permitting. We estimate that capital expenditures for environmental control facilities in 2007 and 2008 will be approximately $16,559,000 and $7,949,000, respectively.

     Vulcan is frequently required by state or local regulations or contractual obligations to reclaim its former mining sites. These reclamation liabilities are recorded in our financial statements as a liability at the time the obligation arises. The fair value of such obligations is capitalized and depreciated over the estimated useful life of the owned or leased site. The liability is accreted through charges to operating expenses. To determine the fair value, we estimate the cost of a third party performing the reclamation, adjusted for inflation and risk. All reclamation obligations are reviewed at least annually. See Notes 1 and 17 to the Consolidated Financial Statements on pages 49 and 69, respectively, of the 2006 Annual Report to Shareholders. Reclaimed quarries often have potential for use in commercial or residential development or as reservoirs or landfills. However, no projected cash flows from these anticipated uses have been factored in to offset or reduce the estimated reclamation liability.

Patents and Trademarks

     As of February 26, 2007, we do not own or have a license or other rights under any patents that are material to our business.

Other Information Regarding Vulcan

     Our principal sources of energy are electricity, natural gas and diesel fuel. We do not anticipate any difficulty in obtaining sources of energy required for our operations.

     In 2006, we employed an average of 7,983 people.

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

     We do not consider our backlog of orders to be material to, or a significant factor in, evaluating and understanding our business.

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Investor Information

     We make available on our website, www.vulcanmaterials.com, free of charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or furnished to, the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database (http://www.sec.gov). In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to William F. Denson, III, Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

     We have a Business Conduct Policy applicable to all employees. Additionally, we have adopted a Code of Ethics for the CEO and Senior Financial Officers. Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the heading “Corporate Governance.” If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC. Our Board of Directors has also adopted Corporate Governance Guidelines and charters for our Audit Committee, Compensation Committee, and Governance Committee that are designed to meet all applicable SEC and New York Stock Exchange regulatory requirements. Each of these documents is available on our website under the heading, “Corporate Governance,” or you may request a copy of any of these documents by writing to William F. Denson, III, Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Item 1A. Risk Factors

     An investment in our common stock or debt securities involves risks and uncertainties. These risks and uncertainties could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Form 10-K or that we make in other filings with the SEC under the Securities Act of 1933, the Securities and Exchange Act of 1934 or in other public statements. You should consider the following factors carefully, in addition to the other information contained in this Form 10-K, before deciding to purchase, sell or hold our securities:

A decline in public sector construction work and reductions in governmental funding could adversely affect our operations and results. In 2006, approximately 44% of our sales of construction aggregates were made to contractors on public work projects. If, as a result of a loss of funding or a significant reduction in state or federal budgets, spending on public sector projects were to be reduced significantly, our earnings and cash flows could be negatively affected.

Weather can materially affect our quarterly results. Almost all of our products are used in the public or private construction industry, and our production and distribution facilities are located outdoors. Inclement weather affects both our ability to produce and distribute our products and affects our customers’ short-term demand since their work also can be hampered by weather. Therefore, our results can be negatively affected by inclement weather.

Within our local markets, we operate in a highly competitive industry. The construction aggregates industry is highly fragmented with a large number of independent local producers in a number of our markets. However, in most markets, we also compete against large private and public companies. This results in intense competition in a number of markets in which we operate. Significant competition could lead to lower prices, lower sales volumes and higher costs in some markets, negatively affecting our earnings and cash flows.

Our long-term success is dependent upon securing and permitting aggregates reserves in strategically located areas. Construction aggregates are bulky and heavy and, therefore, difficult to transport efficiently. Because of the nature of the products, the freight costs can quickly surpass the production costs. Therefore, except for geographic regions that do not possess commercially viable deposits of aggregates and are served by rail, barge or ship, the markets for our products tend to be very localized around our quarry sites. New

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quarry sites often take a number of years to develop, so our strategic planning and new site development efforts must stay ahead of actual growth. Additionally, in a number of urban and suburban areas in which we operate, it is increasingly difficult to permit new sites or expand existing sites due to community resistance. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth to locate facility sites and on our ability to secure operating and environmental permits to operate at those sites.

We use large amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources that are subject to potential supply constraints and significant price fluctuation. In our production and distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources. The availability and pricing of these resources are subject to market forces that are beyond our control. Our suppliers contract separately for the purchase of such resources and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors interrupting their availability. Variability in the supply and prices of these resources could materially affect our operating results from period to period and rising costs could erode our profitability.

We use estimates in accounting for a number of significant items. Changes in our estimates could affect our future financial results. As discussed more fully in “Critical Accounting Policies” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” on pages 32 through 36 of our 2006 Annual Report to Shareholders, we use significant judgment in accounting for our ECU (electrochemical unit) earn-out; impairment of long-lived assets excluding goodwill; reclamation costs; pension and other postretirement benefits; environmental compliance; claims and litigation including self-insurance; and income taxes. Although we believe we have sufficient experience and procedures to enable us to make appropriate assumptions and formulate reasonable estimates, these assumptions and estimates could change significantly in the future and could result in a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We are involved in a number of legal proceedings. We cannot predict the outcome of litigation and other contingencies with certainty. We are involved in several class action and complex litigation proceedings, some arising from our previous ownership and operation of our Chemicals business. Although we divested our Chemicals business in June 2005, we retained certain liabilities related to the business. As required by generally accepted accounting principles, we establish reserves when a loss is determined to be probable and the amount can be reasonably estimated. Our assessment of probability and loss estimates are based on the facts and circumstances known to us at a particular point in time. Subsequent developments in legal proceedings may affect our assessment and estimates of a loss contingency. Furthermore, unfavorable results in one or more of these actions could result in an adverse effect on our consolidated financial position, results of operations, or cash flows. For a description of our current legal proceedings see Item 3, “Legal Proceedings” on pages 10 through 11 of this Form 10-K and Note 12, “Other Commitments and Contingencies,” on pages 65 through 67 to the Consolidated Financial Statements.

The costs of providing pension and healthcare benefits to our employees have risen in recent years. Continuing increases in such costs could negatively affect our earnings. The costs of providing pension and healthcare benefits to our employees have increased substantially over the past several years. We have instituted measures to help slow the rate of increase. However, if these costs continue to rise, this could have an adverse effect on our consolidated financial position, results of operations, or cash flows.

Our industry is capital intensive, resulting in significant fixed and semi-fixed costs. Therefore, our earnings are highly sensitive to changes in volume. Due to the high levels of fixed capital required for the extraction and production of construction aggregates, profitability as measured in absolute dollars and as a percentage of net sales (“margins”) can be greatly impacted due to changes in volume.

Our products generally must be transported by rail, truck, barge or ship, usually by third party providers. Significant delays or increased costs affecting these transportation methods could materially affect our operations and earnings. Our products are distributed either by truck to local markets or by rail, barge or oceangoing vessel to remote markets. Costs of transporting our products could be negatively affected by factors outside of our control, including rail service interruptions or rate increases, tariffs, rising fuel costs and

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capacity constraints. Additionally, inclement weather, including hurricanes, tornadoes and other weather events, can negatively impact our distribution network.

We have acquired, and expect to continue to acquire, other businesses. Failure to manage and successfully integrate them could adversely affect our business. We continually evaluate opportunities for growth through strategic acquisitions. We believe that there are risks related to acquiring businesses including overpaying for acquisitions, losing key employees of the acquired business, unanticipated costs associated with the acquisitions, diversion of management time and resources, increased legal and compliance costs and unanticipated liabilities of an acquired company. Failure to manage and successfully integrate acquisitions could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Our future success depends greatly upon attracting and retaining qualified personnel, particularly in sales and operations. A significant factor in our future profitability is our ability to attract, develop and retain qualified personnel. Our success in attracting qualified personnel, particularly in the areas of sales and operations, is affected by changing demographics of the available pool of workers with the training and skills necessary to fill the available positions, the impact on the labor supply due to general economic conditions, and our ability to offer competitive compensation and benefit packages.

Item 1B. Unresolved Staff Comments

          None.

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Item 2. Properties

     We have 202 locations in the United States and 1 in Mexico at which we engage in the extraction of stone, sand and gravel. The following map shows the locations of our aggregates production facilities.

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     Our current estimate of approximately 11.4 billion tons of zoned and permitted aggregates reserves reflects an increase of 371 million tons from the estimate at the end of 2005. We believe that the quantities of zoned and permitted reserves at our aggregates facilities are sufficient to result in an average life of approximately 44 years at present operating levels. In calculating the average life of 44 years, we assumed an annual aggregates production rate of 258 million tons. See Note 1 to the following table for a description of our method employed for estimating the life of reserves. This table presents, by regional division, the estimated aggregates reserve life and the percentage of aggregates reserves by rock type.

			Percentage of Aggregates Reserves by Rock Type
	Estimated
	Years of Life (1)		Limestone			Granite			Sand & Gravel			Other (2)
By Regional Division:
Mideast		57		18.1	%		33.5	%		1.1	%		47.3	%
Midsouth		62		98.8	%		—			1.2	%		—
Midwest		42		97.8	%		—			2.2	%		—
Southeast		45		7.5	%		92.5	%		—			—
Southern and Gulf Coast		39		99.7	%		—			0.3	%		—
Southwest		43		92.5	%		—			1.2	%		6.3	%
Western		18		—			8.0	%		79.0	%		13.0	%
Total		44		53.4	%		26.7	%		5.6	%		14.3	%

(1)

Estimated years of life of aggregates reserves are based on the average annual rate of production of each regional division 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. For 2006, the total three-year average annual rate of production was 258 million tons based on annual rates of production as follows: 2006 — 263 million tons, 2005 – 265 million tons, and 2004 – 247 million tons.

(2)

Other: amphibolite, argillite, basalt, diabase, diorite, gabbro, gneiss, latite, quartzite, rock asphalt, and traprock.

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

     Of the 203 permanent reserve-supplied aggregates production facilities which we operate, 72 (representing 46% of total reserves) are located on owned land, 39 (representing 21% of total reserves) are on land owned in part and leased in part, and 92 (representing 33% of total reserves) are on leased land. While some of our leases run until reserves at the leased sites are exhausted, generally our leases have definite expiration dates, which range from 2007 to 2159. Most of our leases have options to extend them well beyond their current terms by renewals at our discretion.

     Due to transportation costs, the market 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 provides specific information regarding our 10 largest active aggregates facilities determined on the basis of the quantity of aggregates reserves. None of the listed aggregates facilities contributes more than 5% to our net sales.

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				Estimated
				Years of Life			Lease
		Average Annual		At Average			Expiration
Name of Quarry		Production Rate		Rate of Production		Nature of	Date, if
(nearest major metropolitan area)	Product	(millions of tons)		(1)		Interest	Applicable			Distribution Method
Sactun (Cancun), Mexico	Limestone		8.1		85.1	Owned		—		oceangoing vessels, truck
Hanover (Harrisburg), Pennsylvania	Limestone		4.1	Over 100		Owned		—		truck, rail
McCook (Chicago), Illinois	Limestone		7.6		65.4	Owned		—		truck
Grayson (Atlanta), Georgia	Granite		1.9	Over 100		Owned		—		truck
Rockingham (Charlotte), North Carolina	Granite		4.8		55.0	28% Leased 72% Owned		(2	)	truck, rail
Gray Court (Greenville), South Carolina	Granite		1.2	Over 100		Owned		—		truck
Gold Hill (Charlotte), North Carolina	Argillite		1.3	Over 100		34% Leased 66% Owned		(3	)	truck
Geronimo (San Antonio), Texas	Limestone		0.5	Over 100		Leased		(4	)	truck
Grand Rivers (Paducah), Kentucky	Limestone		7.6		26.4	Leased		(5	)	truck, rail, barge
Jack (Richmond), Virginia	Granite		2.5		69.0	87% Leased 13% Owned		(6	)	truck, rail, barge

(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)	Leases expire as follows: 82% in 2025 and 18% in 2027.
(3)	Leases expire as follows: 74% in 2058 and 26% in 2044.
(4)	Lease renewable by us through 2044.
(5)	Lease does not expire until reserves are exhausted. The surface rights are owned by us.
(6)	Lease renewable by us through 2159.

Other Properties

     Our headquarters are located in an office complex in Birmingham, Alabama. The office space is leased through December 31, 2013, with a five-year renewal period, and consists of approximately 184,125 square feet. The annual rental costs for the current term and the five-year renewal period are $3.2 million and $3.4 million, respectively.

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Item 3. Legal Proceedings

     We are 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 our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.

     We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome of, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels. In our opinion, the disposition of these lawsuits will not adversely affect our consolidated financial position, results of operations or cash flows to a material extent. In addition to those lawsuits in which we are involved in the ordinary course of business, certain other legal proceedings are more specifically described below. Although the ultimate outcome is uncertain, it is our opinion that the disposition of these described lawsuits will not adversely affect our consolidated financial position, results of operations or cash flows to a material extent.

     In November 1998, we were named one of several defendants in a claim filed by the city of Modesto in state court in San Francisco, California. The plaintiff sought to recover costs to investigate and clean up low levels of soil and groundwater contamination in Modesto, including a small number of municipal water wells, from a dry cleaning compound, perchloroethylene. This product was produced by several manufacturers, including our former Chemicals business, which was sold in June 2005. The defendants included other chemical and equipment manufacturers, distributors and dry cleaners. The trial of this case began during the first quarter of 2006. On June 9, 2006, the jury returned a joint and several verdict against six defendants, including Vulcan, for compensatory damages of $3.1 million, constituting the costs to filter two wells and pay for certain past investigation costs. On June 13, 2006, the jury returned separate punitive damages awards against three defendants, including $100 million against Vulcan. On August 1, 2006, the trial judge entered an order reducing the punitive damage verdict against Vulcan to $7.25 million and upholding the jury’s findings on compensatory damages. Although the compensatory damages verdict was upheld by the court, we believe our share of the compensatory damages after setoffs from other settlements will not be material to our consolidated financial statements. Accordingly, we have not accrued any amounts related to the compensatory damages verdict. We believe that the punitive damage verdict is contrary to the evidence presented at trial, and we are continuing to review potential legal remedies. While it is not possible to predict with certainty the ultimate outcome of this litigation, pursuant to SFAS No. 5, “Accounting for Contingencies,” we have recorded a contingent liability related to the punitive damages claim of $7.25 million as of December 31, 2006.

     As part of the first trial, the court on February 14, 2007, entered a Final Statement of Decision ruling in favor of the city of Modesto and against Vulcan and other defendants on certain claims not submitted to the jury relating to the California Polanco Act. The judge awarded additional joint and several damages of $438,000 against Vulcan and the other five defendants. In addition, the city of Modesto will be allowed to seek attorney fees against these six defendants, and Vulcan could also be required to pay a portion of future remediation costs at one of the four sites at issue in the trial. As of December 31, 2006, we have recorded a contingent liability related to this ruling in the amount of $100,000, representing a best estimate of our potential share of the $438,000 awarded. At this time, we cannot determine the likelihood or reasonably estimate the range of potential attorney fees or future remediation costs that Vulcan may have to pay.

     In this same lawsuit, the plaintiff seeks a second trial for soil and groundwater contamination at other locations in Modesto that were not part of the first trial, and the timing of the second trial has not been set by the court. No municipal water wells are part of the second trial. At this time, we cannot determine the likelihood or reasonably estimate a range of loss resulting from the remaining phases of the trial.

     We have been named as a defendant in multiple lawsuits filed in 2001 in state court and federal district court in Louisiana. The lawsuits claim damages for various personal injuries allegedly resulting from releases of chemicals at our former Geismar, Louisiana plant in 2001. A trial for the issues of causation and damages for ten

10

plaintiffs was held in July 2004. Five of these plaintiffs were dismissed during the trial. A jury awarded the remaining five plaintiffs an aggregate award of $201,000. In November 2006, the trial court approved a settlement class with most of the remaining plaintiffs in the matter. A court-appointed special master is overseeing the settlement process of the November 2006 approved settlement class. A second settlement class was agreed to in principle in January 2007 for those plaintiffs who opted out of the November 2006 approved settlement class. The details of the second settlement class are currently in negotiation. We anticipate all of these matters being resolved in 2007. We have previously recorded a charge for the self-insured portion of these losses, and Vulcan’s insurers are responding to amounts in excess of the self-insured retention.

     In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook Quarry in McCook, Illinois, a Chicago suburb. IDOT seeks damages to “repair, restore, and maintain” the road or, in the alternative, judgment for the cost to “improve and maintain other roadways to accommodate” vehicles that previously used the road. The complaint also requests that the court enjoin any McCook Quarry operations that will further damage the road. Discovery is ongoing.

     We produced and marketed industrial sand from 1988 to 1994. Since July 1993, we have been sued in numerous suits in a number of states by plaintiffs alleging that they contracted silicosis or incurred personal injuries as a result of exposure to, or use of, industrial sand used for abrasive blasting. As of February 15, 2007, the number of suits totaled 101, involving an aggregate of 567 plaintiffs. Of the pending suits, 52 with 495 plaintiffs are filed in Texas. The balance of the suits have been brought by plaintiffs in state courts in California, Florida, Louisiana and Mississippi. We are seeking dismissal of all suits on the ground that plaintiffs were not exposed to our product. To date, we have been successful in getting dismissals from cases involving almost 17,000 plaintiffs.

     Note 12, “Other Commitments and Contingencies” on pages 65 through 67 to the Consolidated Financial Statements is hereby incorporated by reference.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

     Certain of the matters and statements made herein or incorporated by reference into this Annual Report on Form 10-K constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect our intent, belief or current expectation. Often, forward-looking statements can be identified by the use of words such as “anticipate,” “may,” “believe,” “estimate,” “project,” “expect,” “intend” and words of similar import. In addition to the statements included in this Annual Report on Form 10-K, we may from time to time make other oral or written forward-looking statements in other filings under the Securities Exchange Act of 1934 or in other public disclosures. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. All forward-looking statements involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those included in or contemplated by the statements. These assumptions, risks and uncertainties include, but are not limited to:

• general economic and business conditions;

• changes in interest rates;

• the timing and amount of federal, state and local funding for infrastructure;

• changes in the level of spending for residential and private nonresidential construction;

• the highly competitive nature of the construction materials industry;

• pricing;

• weather and other natural phenomena;

• energy costs;

• costs of hydrocarbon-based raw materials;

• increasing healthcare costs;

• our ability to manage and successfully integrate acquisitions;

11

• the timing and amount of any future payments to be received under two earn-outs contained in the agreement for the divestiture of our Chemicals business;

• the risks set forth in Item 1A “Risk Factors,” and Item 3 “Legal Proceedings”; in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in the 2006 Annual Report to Shareholders, which is incorporated by reference in Item 7 and Item 7A; and in Note 12 “Other Commitments and Contingencies” to the Consolidated Financial Statements set forth in the 2006 Annual Report to Shareholders, which is incorporated by reference in Item 8; and

• other risks and uncertainties

     All forward-looking statements are made as of the date of filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.

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

     No matter was submitted to our security holders through the solicitation of proxies or otherwise during the fourth quarter of 2006.

Executive Officers of Registrant

     The names, positions and ages, as of March 1, 2007, of our executive officers are as follows:

Name	Position	Age
Donald M. James	Chairman and Chief Executive Officer	58
Guy M. Badgett, III	Senior Vice President, Construction Materials Group	58
William F. Denson, III	Senior Vice President, General Counsel and Secretary	63
Ronald G. McAbee	Senior Vice President, Construction Materials-West	59
Daniel F. Sansone	Senior Vice President and Chief Financial Officer	54
Danny R. Shepherd	Senior Vice President, Construction Materials-East	55
Robert A. Wason IV	Senior Vice President, Corporate Development	55
Ejaz A. Khan	Vice President, Controller and Chief Information Officer	49

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

     Donald M. James was named Chief Executive Officer and Chairman of the Board of Directors in 1997.

     Guy M. Badgett, III, was elected Senior Vice President, Construction Materials Group in February 1999.

     William F. Denson, III, was elected Senior Vice President and General Counsel in May 1999. He has also served as Secretary since April 1981.

12

     Ronald G. McAbee was elected Senior Vice President, Construction Materials-West in February 2007. Prior to that date, he served as President, Western Division.

     Daniel F. Sansone was elected Senior Vice President and Chief Financial Officer in May 2005. Prior to that date, he served as President, Southern and Gulf Coast Division.

     Danny R. Shepherd was elected Senior Vice President, Construction Materials-East in February 2007. Prior to that date, he served as President, Southeast Division.

     Robert A. Wason IV was elected Senior Vice President, Corporate Development in December 1998.

     Ejaz A. Khan was elected Vice President and Controller in February 1999. He was appointed Chief Information Officer in February 2000.

PART II

     Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     Our Common Stock is traded on the New York Stock Exchange (ticker symbol VMC). As of February 16, 2007, the number of shareholders of record was 3,255. The prices in the following table represent the high and low sales prices for our Common Stock as reported on the New York Stock Exchange and the quarterly dividends declared by our Board of Directors in 2006 and 2005.

	Common Stock Prices				Dividends Declared
2006	High		Low
First Quarter	$	89.16	$	66.98	$	.37
Second Quarter		93.85		70.44		.37
Third Quarter		80.18		65.85		.37
Fourth Quarter		92.00		76.81		.37
2005	High		Low
First Quarter	$	59.67	$	52.36	$	.29
Second Quarter		65.99		52.36		.29
Third Quarter		74.55		64.04		.29
Fourth Quarter		76.31		60.72		.29

     Our 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, while maintaining debt ratios within what we believe to be prudent and generally acceptable limits. The future payment of dividends, however, will be within the discretion of our Board of Directors and depends on our profitability, capital requirements, financial condition, growth, business opportunities and other factors which our Board of Directors may deem relevant. We are not a party to any contracts or agreements that currently materially limit, or are likely to limit in the future, our ability to pay dividends.

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Issuer Purchases of Equity Securities

     The following table presents a summary of share repurchases we made during the quarter ended December 31, 2006.

						Total Number of
	Total					Shares Purchased as		Maximum Number of
	Number		Average			Part of		Shares that May Yet be
	of Shares		Price Paid per			Publicly Announced		Purchased Under the
Period	Purchased		Share (1)			Plans or Programs		Plans or Programs (2)
October 1 - 31, 2006		11,100		$	77.45		11,100		3,455,539
November 1 - 30, 2006		—			—		—		3,455,539
December 1 - 31, 2006		—			—		—		3,455,539
Total		11,100		$	77.45		11,100

(1)	The average price paid per share includes commission costs.
(2)	On February 10, 2006, the Board of Directors authorized the Company to repurchase up to 10,000,000 shares. Through December 31, 2006, a total of 6,544,461 shares had been repurchased pursuant to this authorization. We may make share repurchases from time to time in the open market or through privately negotiated transactions, depending upon market, business, legal and other conditions.

     We did not have any unregistered sales of equity securities during the fourth quarter of 2006.

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Item 6. Selected Financial Data

     The selected statement of earnings, per share data and balance sheet data for each of the five years ended December 31, 2006, set forth below have been derived from our audited consolidated financial statements. The following data should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements on pages 40 through 43 and 44 through 70, respectively, of our 2006 Annual Report to Shareholders, which are incorporated by reference under Item 8 “Financial Statements and Supplementary Data” below.

	Years ended December 31,
	2006			2005		2004		2003			2002
	(Amounts in millions, except per share data)
Net sales	$	3,041.1		$	2,615.0	$	2,213.2	$	2,086.9		$	1,980.6
Total revenues	$	3,342.5		$	2,895.3	$	2,454.3	$	2,309.6		$	2,175.8
Earnings from continuing operations before cumulative effect of accounting changes	$	477.5		$	343.8	$	261.2	$	237.5		$	233.2
Earnings (loss) on discontinued operations, net of tax (1)		(10.0	)		44.9		26.2		(23.7	)		(42.8	)
Cumulative effect of accounting changes (2)		—			—		—		(18.8	)		(20.5	)
Net earnings	$	467.5		$	388.7	$	287.4	$	195.0		$	169.9
Basic — per share:
Earnings from continuing operations before cumulative effect of accounting changes	$	4.89		$	3.37	$	2.55	$	2.33		$	2.29
Discontinued operations		(0.10	)		0.43		0.26		(0.23	)		(0.42	)
Cumulative effect of accounting changes		—			—		—		(0.19	)		(0.20	)
Net earnings	$	4.79		$	3.80	$	2.81	$	1.91		$	1.67
Diluted — per share:
Earnings from continuing operations before cumulative effect of accounting changes	$	4.79		$	3.30	$	2.52	$	2.31		$	2.28
Discontinued operations		(0.10	)		0.43		0.25		(0.23	)		(0.42	)
Cumulative effect of accounting changes		—			—		—		(0.18	)		(0.20	)
Net earnings	$	4.69		$	3.73	$	2.77	$	1.90		$	1.66
Pro forma assuming FAS 143 applied retroactively:
Net earnings											$	168.4
Net earnings per share, basic											$	1.66
Net earnings per share, diluted											$	1.64
Total assets	$	3,424.2		$	3,588.9	$	3,665.1	$	3,636.9		$	3.448.2
Long-term obligations	$	322.1		$	323.4	$	604.5	$	607.7		$	857.8
Shareholders’ equity	$	2,001.1		$	2,126.5	$	2,014.0	$	1,802.8		$	1,697.0
Cash dividends declared per share	$	1.48		$	1.16	$	1.04	$	0.98		$	0.94

(1)

Discontinued operations includes the results from operations attributable to our former Chloralkali and Performance Chemicals businesses, divested in 2005 and 2003, respectively.

(2)

The 2003 accounting change relates to our adoption of FAS 143, “Asset Retirement Obligations.” The $18.8 million net-of-tax cumulative effect adjustment represents the impact of recording asset retirement obligations, at estimated fair value, for which we have legal obligations for land reclamation. The 2002 accounting change relates to our adoption of FAS 142, “Goodwill and Other Intangible Assets.” The $20.5 million net-of-tax cumulative effect adjustment represents the full impairment of goodwill in the Performance Chemicals reporting unit.

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

     “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22 through 36 and “Financial Terminology (Unaudited)” on page 71 of our 2006 Annual Report to Shareholders are incorporated herein by reference, except that the information contained under the caption “2007 Outlook” on page 26 of our 2006 Annual Report is not incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Section entitled “Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30 through 31 of our 2006 Annual Report to Shareholders is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

     The following information relative to this item is included in our 2006 Annual Report to Shareholders on the pages shown below, which are incorporated herein by reference:

	Page
Consolidated Financial Statements	40-43
Notes to Consolidated Financial Statements	44-70
Management’s Report on Internal Control Over Financial Reporting	37
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements	39
Net Sales, Total Revenues, Net Earnings and Earnings Per Share Quarterly Financial Data for Each of the 2 Years Ended December 31, 2006 and 2005 (Unaudited)	78

     The following table sets forth gross profit by quarter for 2006 and 2005:

Gross Profit	2006		2005
	(Amounts in millions)
First quarter	$	163.7	$	92.2
Second quarter		257.7		210.4
Third quarter		273.3		227.3
Fourth quarter		237.3		178.6
Total	$	932.0	$	708.5

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

     None.

Item 9A. Controls and Procedures

     We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2006. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. No changes were made to our internal controls over financial reporting or other factors that could affect these controls during the fourth quarter of 2006, including any corrective actions with regard to significant deficiencies and material weaknesses.

16

     The information under the headings “Management’s Report on Internal Control Over Financial Reporting” on page 37 of our 2006 Annual Report to Shareholders, “Report of Independent Registered Public Accounting Firm-Internal Control Over Financial Reporting” on page 38 of our 2006 Annual Report to Shareholders and “Consolidated Financial Statements” on pages 40 through 43 of our 2006 Annual Report to Shareholders, is hereby incorporated by reference.

Item 9B. Other Information

     None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

     On or before April 9, 2007, we expect to file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (our “2007 Proxy Statement”). The information under the headings “Election of Directors,” “Nominees for Election to the Board of Directors,” “Directors Continuing in Office,” “Board of Directors and Committees — Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” included in the 2007 Proxy Statement is incorporated herein by reference. See also the information set forth under the headings “Investor Information” and “Executive Officers of Registrant” set forth above in Part I of this report.

Item 11. Executive Compensation

     The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Nonqualified Deferred Compensation,” “Grants of Plan-Based Awards,” “Option Exercises and Stock Vested,” “Shareholder Return Performance Presentation,” “Pension Benefits,” and “Change of Control Employment Agreements” included in our 2007 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     The information under the headings “Stock Ownership of Certain Beneficial Owners,” “Stock Ownership of Management,” and the “Equity Compensation Plans” included in our 2007 Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

     The information under the heading “Certain Relationships and Related Transactions” included in our 2007 Proxy Statement is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services

     The information required by this section is incorporated by reference from the information in the section entitled “Independent Auditors” in our 2007 Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) (1) Financial Statements

     The following financial statements are included in our 2006 Annual Report to Shareholders on the pages shown below and are incorporated herein by reference:

	Page
Consolidated Statements of Earnings	40
Consolidated Balance Sheets	41
Consolidated Statements of Cash Flows	42
Consolidated Statements of Shareholders’ Equity	43
Notes to Consolidated Financial Statements	44-70
Management’s Report on Internal Control Over Financial Reporting	37
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements	39
Net Sales, Total Revenues, Net Earnings and Earnings Per Share Quarterly Financial Data for Each of the 2 Years Ended December 31, 2006 and 2005 (Unaudited)	78

     (a) (2) Financial Statement Schedules

     The following financial statement schedule for the years ended December 31, 2006, 2005, and 2004 is included in Part IV of this report on the indicated page:

Schedule II Valuation and Qualifying Accounts and Reserves 20

     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 are either incorporated by reference herein or accompany this report. See the Index to Exhibits which is on pages 22 through 24 of this report.

18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Vulcan Materials Company
Birmingham, Alabama

We have audited the consolidated financial statements of Vulcan Materials Company and subsidiary companies (the “Company”) as of December 31, 2006, 2005, and 2004, and for the years then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, and have issued our reports thereon dated February 26, 2007 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of SFAS 123(R), “Share-Based Payment;” SFAS 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R);” and EITF Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry”); such consolidated financial statements and reports are included in your 2006 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is 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 schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Birmingham, Alabama

February 26, 2007

19

Schedule II

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2006, 2005, and 2004
Amounts in Thousands

Column A	Column B		Column C		Column D			Column E			Column F
			Additions		Additions
	Balance at		Charged to		Charged to						Balance at
	Beginning		Costs and		Other						End
Description	of Period		Expenses		Accounts			Deductions			of Period
2006
Accrued Environmental Costs	$	9,544	$	3,937		—		$	87		$	13,394
Asset Retirement Obligations		105,774		5,499	$	20,362	(2)		16,806	(1)		114,829
Doubtful Receivables		4,359		1,338		—			2,342	(3)		3,355
Self-Insurance Reserves		42,508		24,950		—			22,261	(4)		45,197
All Other (6)		10,769		5,560		—			9,561	(5)		6,768
2005
Accrued Environmental Costs	$	20,126	$	3,278		—		$	13,860		$	9,544
Asset Retirement Obligations		108,408		5,273	$	4,658	(2)		12,565	(1)		105,774
Doubtful Receivables		7,545		676		—			3,862	(3)		4,359
Self-Insurance Reserves		45,557		18,774		—			21,823	(4)		42,508
All Other (6)		13,260		5,203		—			7,694	(5)		10,769
2004
Accrued Environmental Costs	$	21,149	$	2,456		—		$	3,479		$	20,126
Asset Retirement Obligations		107,683		5,375	$	4,402	(2)		9,052	(1)		108,408
Doubtful Receivables		8,718		1,815		—			2,988	(3)		7,545
Self-Insurance Reserves		38,809		49,720		—			42,972	(4)		45,557
All Other (6)		11,906		6,400		—			5,046	(5)		13,260

(1)	Expenditures on environmental remediation projects. Additionally, the 2005 amount includes a deduction of $10,282,000 related to certain environmental liabilities included in the sale of our former Chemicals business.
(2)	New liabilities incurred and net up/down revisions to asset retirement obligations. Additionally, the 2005 amount includes a reduction of $17,949,000 due to the sale of our former Chemicals business.
(3)	Expenditures and liability reductions related to settlements of asset retirement obligations.
(4)	Write-offs of uncollected accounts and worthless notes, less recoveries. Additionally, the 2005 amount includes a deduction of $1,206,000 related to certain doubtful receivables included in the sale of our former Chemicals business.
(5)	Expenditures on self-insurance reserves.
(6)	Valuation and qualifying accounts and reserves for which additions, deductions and balances are individually insignificant.

20

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 February 26, 2007.

VULCAN MATERIALS COMPANY
By	/s/ Donald M. James
	Donald 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
/s/ Donald M. James Donald M. James	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2007
/s/ Daniel F. Sansone Daniel F. Sansone	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 26, 2007
/s/ Ejaz A. Khan Ejaz A. Khan	Vice President, Controller and Chief Information Officer (Principal Accounting Officer)	February 26, 2007

The following directors:

Philip J. Carroll, Jr.	Director
Livio D. DeSimone	Director
Phillip W. Farmer	Director
H. Allen Franklin	Director
Douglas J. McGregor	Director
James V. Napier	Director
Donald B. Rice	Director
Orin R. Smith	Director
Vincent J. Trosino	Director

By	/s/ William F. Denson, III William F. Denson, III	February 26, 2007
	Attorney-in-Fact

21

EXHIBIT INDEX

Exhibit (3)(a)	Certificate of Incorporation (Restated 1988) as amended in 1989 and 1999 filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1989 filed on March 30, 1990 and Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 28, 2000.1
Exhibit (3)(b)	By-laws, as restated February 2, 1990, and as last amended October 14, 2005, filed as Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 filed October 28, 2005.1
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 (4)(c)	Senior Debt Indenture between the Company and The Bank of New York as trustee, dated as of August 31, 2001 filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3A filed on September 5, 2001 (Registration No. 333-67586). 1
Exhibit (4)(d)	Subordinated Debt Indenture between the Company and The Bank of New York as trustee, dated August 31, 2001 filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-3A filed on September 5, 2001(Registration No. 333-67586). 1
Exhibit (10)(a)	The Management Incentive Plan of the Company, as amended filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 28, 2003.1,2
Exhibit (10)(b)	The Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1989 filed on March 30, 1990.1,2
Exhibit (10)(c)	Amendment to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 27, 2002.1,2
Exhibit (10)(d)	The Amendment and Restatement of the Deferred Compensation Plan for Directors Who Are Not Employees of the Company filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 27, 2002. 1,2
Exhibit (10)(e)	The 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix C to the Company’s 2006 Proxy Statement on Schedule 14A filed on April 13, 2006.1,2
Exhibit (10)(f)	The Deferred Stock Plan for Nonemployee Directors of the Company filed as Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 27, 2002.1,2
Exhibit (10)(g)	The Restricted Stock Plan for Nonemployee Directors of the Company, as amended and restated filed as Appendix C to the Company’s 2004 Proxy Statement on Schedule 14A filed on April 14, 2004.1,2

22

Exhibit (10)(h)	Executive Deferred Compensation Plan, as amended filed as Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 28, 2003.1,2
Exhibit (10)(i)	Change of Control Employment Agreement Form filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on July 30, 2004.1,2
Exhibit (10)(j)	Change of Control Employment Agreement Form filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 28, 2003.1,2
Exhibit (10)(k)	Executive Incentive Plan of the Company filed as Exhibit 10(n) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001. 1,2
Exhibit (10)(l)	Supplemental Executive Retirement Agreement filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 2, 2001. 1,2
Exhibit (10)(m)	Rights Agent Agreement dated October 19, 1998 between Vulcan Materials Company and The Bank of New York, as amended July 15, 2002, filed as Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 28, 2003. 1
Exhibit (10)(n)	Form Stock Option Award Agreement filed as Exhibit 10(o) to the Company’s Report on Form 8-K filed December 20, 2005.1,2
Exhibit (10)(o)	Form Director Stock Unit Award Agreement filed as Exhibit 10(p) to the Company’s Form 8-K filed July 21, 2006. 1,2
Exhibit (10)(p)	Form Performance Share Unit Award Agreement.2
Exhibit (10)(q)	Form Stock Only Stock Appreciation Rights Agreement.2
Exhibit (10)(r)	Form Employee Deferred Stock Unit Award Amended Agreement.2
Exhibit (10)(s)	2007 Compensation Arrangements.2
Exhibit (10)(t)	Asset Purchase Agreement dated October 11, 2004 among Vulcan Materials Company, Vulcan Chloralkali, LLC and Basic Chemicals Company, LLC, as amended, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 15, 2004.1
Exhibit (12)	Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 2006.
Exhibit (13)	The Company’s 2006 Annual Report to Shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2006 Annual Report to Shareholders that are not incorporated by reference shall not be deemed to be “filed” as part of this report.
Exhibit (18)	Letter dated February 28, 2006 of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Vulcan Materials Company and its subsidiary companies regarding a change in accounting principles, filed as Exhibit 18 to the Company’s 2005 Form 10-K Annual Report filed on February 28, 2006.1
Exhibit (21)	List of the Company’s subsidiaries as of December 31, 2006.

23

Exhibit (23)	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Exhibit (24)	Powers of Attorney.
Exhibit (31)(a)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Exhibit (31)(b)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Exhibit (32)(a)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
Exhibit (32)(b)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

1	Incorporated by reference.
2	Management contract or compensatory plan.

24

EX-10.(P)

Exhibit (10)(p)

Notice of Grant of Performance Share	ID: 63-0366371
Units and Agreement	1200 Urban Center Drive
	Birmingham, AL 35242

February 12, 2007

Pursuant to the terms and conditions of the Company’s 2006 Long Term Incentive Plan (the ‘Plan’), you have been granted a Performance Share Award for ___ shares (the ‘PSU’) of stock as outlined below.

Granted To:
Grant Date:	February 8, 2007
Grant ID:
PSU’s Granted:
Price per Share:
Total Option Price:
Expiration Date:
Vesting Schedule:	100% at 12/31/2009

By your signature and the Company’s signature below, you and the Company agree that these PSU’s are granted under and governed by the terms and conditions of the Company’s 2006 Long Term Incentive Plan and the Performance Share Unit Agreement, copies of which have been provided to you and are incorporated herein.

Signature:		Date:
	Vulcan Materials Company
Signature:		Date:

THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933

VULCAN MATERIALS COMPANY
PERFORMANCE SHARE UNIT AWARD AGREEMENT
Granted under the 2006 Omnibus Long-Term Incentive Plan
Terms and Conditions
February 8, 2007

1. Definitions. As used in this Award Agreement the following terms shall have the meanings as follows:

(a)	“Award Agreement” means this Performance Share Unit Award Agreement.
(b)	“Award Period” means the three-year period shown on Schedule A of this Award Agreement, except that in the “Event” of a Retirement, Disability, Death, or Change in Control, the Award Period will be the period covered by the Award Agreement ending on December 31st of the calendar year in which the Event occurred.
(c)	“Company” means Vulcan Materials Company, a New Jersey corporation.
(d)	“Committee” means the Compensation Committee of the Board of Directors.
(e)	“Disability” means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable group long-term disability plan of the Company or a Subsidiary, or, to the extent not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration.
(f)	“Fair Market Value” or “FMV” means the closing stock price for a Share on the business day that immediately precedes the Payment Date as reported on a national securities exchange if the Shares are then being traded on such an exchange or as determined by the Committee if Shares are not so traded.
(g)	“Grant Date” means the date of this Award Agreement.
(h)	“Participant” means the name of the employee of the Company or its subsidiaries or affiliates appearing on the first page of this Award Agreement.
(i)	“Payment Date” means the date on which payment is made under this Award Agreement.
(j)	“Performance Share Unit” or “PSU” means the equivalent of one share of Common Stock.
(k)	“Plan” means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive Plan, as amended, or any successor plan, as amended.
(l)	“Retirement” means a participant who retires or who is eligible to elect to retire in accordance with the Company’s Retirement Income Plan for Salaried Employees of Vulcan Materials Company or any successor plan.
(m)	“Share” means a share of Common Stock, par value $1.00 per share, of the Company.

2. Grant and Vesting of PSUs

(a)	Grant. The Participant is awarded the number of PSUs designated on the first page of this Award Agreement.
(b)	Vesting. Except as otherwise provided in Section 4, and subject to the Committee’s discretion set forth in Section 6, the PSUs will become vested on December 31, at the end of the Award Period.

3. Payment of Performance Share Units

(a)	Percentage of Awards Payable. Utilizing the Performance Share Award Unit Payment Table, Schedule A, the Committee establishes the Percentage of Awards Payable (“Percentage”) for the Award Period. The Percentage is based on Economic Profit (“EP”) and Total Shareholder Return (“TSR”) versus a Comparison Group during the Award Period. The maximum Percentage, as set forth in Schedule A, may be decreased but not increased by the Committee.
(b)	Performance Share Units Payable. The number of PSUs payable will be determined by multiplying the number of PSUs granted pursuant to this Award Agreement by the Percentage as determined in Section 3(a). Payment will be made in stock.
(c)	The Value of the Stock Issued as Payment for PSUs Earned. The FMV will be used to determine the basis of the stock payable.
(d)	Withholding. The Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount for federal, state, local, and employment taxes (“Total Tax”) which could be withheld on the transaction, with respect to any taxable event arising as a result of this Award Agreement.
(e)	Timing of Payment. Payment will be made to a Participant after determination that the payment has been earned but no later than 21/2 months after the end of the Award Period; except that in the Event of Retirement as defined in Section 4(a), Disability as defined in Section 4(b), Death as defined in Section 4(c), and Change in Control as defined in Section 4(f), payment will be made within the 21/2 month period following the end of the year in which the Event occurs.
(f)	Payment Determination. The Committee may exercise its discretion to reduce or eliminate payments if the Award Period average TSR is less than or equal to the 25th percentile or the average EP is less than or equal to 25% of Target. For performance levels falling between the values shown on the Payment Table (Schedule A), the Percentages will be determined by interpolation.

SCHEDULE A
Vulcan Materials Company	PERFORMANCE SHARE UNIT AWARD
3-Year Average Economic	PAYMENT TABLE
Profit (As a percent of	Percentage of Award Payable
Target)	Award Period January 1, 2007 – December 31, 2009
175% or >	100	150	200
150%	75	125	175
100%	50	100	150
50%	25	75	125
25% or <	0	50	100
	25th or <	50th	75th or >
	Company 3-Year Average Total Shareholder Return Percentile Rank Relative to Comparison S&P Index

4. Termination of Employment.

(a) Retirement, as defined in Section 1(l).

(i)	If a Participant retires from employment at age 62 or later, the PSUs which have been held by the Participant until January 1st of the calendar year following the year of grant, will be deemed to be non-forfeitable; provided however, that the Participant executes a reasonable non-competition covenant with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time; otherwise, if such covenant is not executed by the Participant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the date of such termination will be paid in accordance with Section 3.
(ii)	If a Participant retires from employment prior to reaching the age of 62, the PSUs will become non-forfeitable in accordance with Schedule B; provided however, that the Participant executes a reasonable non-competition covenant with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time; otherwise, if such covenant is not executed by the Participant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the date of such termination will be paid in accordance with Section 3.
(iii)	All non-forfeitable PSUs will be paid in accordance with Section 3.

SCHEDULE B
If the “prior to age 62” retirement occurs on or	The percentage of PSUs
after January 1st of the:	that will become Non-forfeitable is:
1st Calendar year following the Grant Date		33	%
2nd Calendar year following the Grant Date		67	%
3rd Calendar year following the Grant Date		100	%

(b)	Disability. Upon determination of Disability, as defined in Section 1(e), the PSUs granted under this Award Agreement will become non-forfeitable. All non-forfeitable PSUs will be paid in accordance with Section 3.
(c)	Death. Upon the death of the Participant, the PSUs granted under this Award Agreement will become non-forfeitable. All non-forfeitable PSUs will be paid to the Participant’s estate in accordance with Section 3.
(d)	Other Termination. Upon voluntary termination for reasons other than retirement, or upon involuntary termination for reasons other than death, Disability, or cause as determined under Section 4(e), unvested PSUs will be forfeited and vested PSUs not yet paid as of the date of such termination will be paid in accordance with Section 3.
(e)	Termination for Cause. If a Participant’s employment is terminated for cause, the PSUs will immediately be forfeited, even with respect to vested PSUs which were otherwise non-forfeitable but not yet paid. The Committee shall have complete discretion to determine whether a Participant has been terminated for cause. The Committee’s determination shall be final and binding on all persons for purposes of the Plan and this Award Agreement.
(f)	Change in Control of the Company. Upon a Change in Control of the Company, as defined in the Vulcan Materials Company Change in Control Severance Plan or any successor plan, the PSUs granted under this Award Agreement will be deemed to be non-forfeitable. All non-forfeitable PSUs will be paid in accordance with Section 3.

5. Section 16(b) Participants. Any Participant subject to Section 16(b) reporting shall be governed by same with respect to PSUs.

6. Committee Discretion. The Committee may, in its sole discretion, amend this Award Agreement to the extent necessary to comply with any statute, regulation, or other administrative guidance. Notwithstanding any other provision of the Plan or this Award Agreement, the Committee may amend the Plan or this Award Agreement to the extent permitted by their terms and accelerate vesting for the events described in Sections 4(a). The Committee shall not make any amendment pursuant to this Section 6 that would cause this Award Agreement, if it is subject to or becomes subject to Section 409A of the Internal Revenue Code, to fail to satisfy the requirements of such Section 409A. The Committee has sole discretion to establish the Comparison Group to be used in evaluating the performance of the Company in accordance with Section 3(a), and may change the Comparison Group from time to time.

7. Entire Agreement; Amendment. This Award Agreement, the Memorandum, and the Plan are incorporated herewith and represent the entire understanding and agreement between the Company and the Participant, and shall supersede any prior agreement and understanding between the parties. Except as provided in Section 6 of this Agreement and subject to any Plan provision, this Award may not be amended or modified except by a written instrument executed by the parties hereto.

8. Non-Solicitation. In consideration for this Agreement and notwithstanding any other provision in this Agreement, the Participant agrees to comply with the non-solicitation covenants set forth below:

(a)	Non-Solicitation of Customers. The Participant acknowledges that while employed by the Company, the Participant will occupy a position of trust and confidence and will acquire confidential information about the Company, its subsidiaries and affiliates, and their clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates in the ordinary course of business, including trade secrets, data, formulae, information concerning customers and other information which is of value to the Company because it is not generally known. The Participant agrees that during the period of employment with the Company and for a period of two years after the date of termination of employment with the Company, regardless of the reason for termination, the Participant will not, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, directly or indirectly solicit any customer of the Company or of its affiliates or subsidiaries.
(b)	Non-Solicitation of Employees. The Participant recognizes that while employed by the Company, the Participant will possess confidential information about other employees of the Company and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries or affiliates. The Participant recognizes that this information is not generally known, is of substantial value to the Company and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by the Participant because of the Participant’s business position with the Company. The Participant agrees that during the period of employment with the Company and for two years after the date of termination of employment with the Company, regardless of the reason for termination, the Participant will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries or affiliates for the purpose of being employed by the Participant or by any business, individual, partnership, firm, corporation or other entity on whose behalf the Participant is acting as an agent, representative or employee and that the Participant will not convey any such confidential information or trade secrets about other employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of the Participant’s duties as an employee of the Company.
(c)	Remedies. If any dispute arises concerning the violation by the Participant of the covenants described in this Section, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith. If the Participant violates any of the obligations in this Section, this Award Agreement will terminate, if it is outstanding, and, in addition, the Company will be entitled to any appropriate relief, including money damages, equitable relief, and attorneys’ fees.

EX-10.(Q)

Exhibit (10)(q)

Notice of Grant of Stock Only Stock	ID: 63-0366371
Appreciation Rights and Agreement	1200 Urban Center Drive
	Birmingham, AL 35242

February 12, 2007

Pursuant to the terms and conditions of the Company’s 2006 Long Term Incentive Plan (the ‘Plan’), you have been granted a Stock Only Stock Appreciation Right to purchase ___ shares (the ‘SOSAR’) of stock as outlined below.

Granted To:
Grant Date:	February 8, 2007
Grant ID:
SOSAR’s Granted:
Price per Share:
Total Option Price:
Expiration Date:
Vesting Schedule:	33.33% per year for 3 years

By your signature and the Company’s signature below, you and the Company agree that these SOSAR’s are granted under and governed by the terms and conditions of the Company’s 2006 Long Term Incentive Plan and the SOSAR Agreement, copies of which have been provided to you and are incorporated herein.

Signature:		Date:
	Vulcan Materials Company
Signature:		Date:

THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933

VULCAN MATERIALS COMPANY
STOCK-ONLY STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Granted under the 2006 Omnibus Long-Term Incentive Plan
Terms and Conditions
February 8, 2007

1. Definitions. As used in this Award Agreement the following terms shall have the meanings as follows:

(a)	“Award Agreement” means this Stock-Only Stock Appreciation Rights Award Agreement.
(b)	“Company” means Vulcan Materials Company, a New Jersey corporation.
(c)	“Committee” means the Compensation Committee of the Board of Directors.
(d)	“Disability” means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable group long-term disability plan of the Company or a subsidiary, or, to the extent not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration.
(e)	“Exercise Price” means the Fair Market Value of a Share on the Grant Date.
(f)	“Fair Market Value” or “FMV” means the closing stock price for a Share as reported on a national securities exchange if the Shares are then being traded on such an exchange or as determined by the Committee if Shares are not so traded.
(g)	“Grant Date” means the date of this Award Agreement.
(h)	“Participant” means the name of the employee of the Company or its subsidiaries or affiliates appearing on the first page of this Award Agreement.
(i)	“Plan” means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive Plan, as amended, or any successor plan, as amended.
(j)	“Retirement” means a participant who retires or who is eligible to elect to retire in accordance with the Company’s Retirement Income Plan for Salaried Employees of Vulcan Materials Company or any successor plan.
(k)	“Share” means a share of Common Stock, par value $1.00 per share, of the Company.
(l)	“Stock-Only Stock Appreciation Right” or “SOSAR” means the right granted to the Participant by the Company to receive Shares having a Fair Market Value equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price for each such right granted on the first page of this Award Agreement.

2. Grant and Term of the SOSARs

(a)	Grant. The Participant is awarded the number of SOSARS designated on the first page of this Award Agreement.
(b)	Term. The SOSARs shall terminate and may no longer be exercised on the first to occur of (i) the date ten (10) years after the Grant Date or (ii) the last date for exercising a SOSAR following termination of the Participant’s employment with the Company as described in Section 4.

3. Exercise of a SOSAR.

(a) Vesting and Right to Exercise. Except as otherwise provided in Section 4, and subject to the Committee’s discretion set forth in Section 6, the SOSARs shall vest and become exercisable in installments as follows:

On the first anniversary of the Grant Date (the “First Vesting Date”), one-third of the SOSARS shall become exercisable. An additional one-third of the SOSARs shall become exercisable on each of the second and third anniversaries of the First Vesting Date.

(b)	Vesting of Partial Shares. In the event that the vesting schedule set forth above yields a fractional number of SOSARs, the number of SOSARs subject to vesting in any given year shall be rounded down to the nearest whole number of SOSARs.
(c)	Method of Exercise. SOSARs may be exercised by written notice to the Company which must state the Participant’s election to exercise the SOSARs, the number of SOSARs being exercised and such other representations and agreements with respect to such SOSARs as may be required pursuant to the provisions of this Award Agreement and the Plan. The written notice must be signed by the Participant and must be delivered to the person designated by the Committee as the Stock Administrator prior to the termination of the SOSARs as set forth in Section 2.
(d)	Delivery of Shares. Upon the exercise of a SOSAR, the Company shall issue or deliver to the Participant certificates for the number of Shares the Participant is entitled to receive under the terms of this Award Agreement as soon as practicable; and, when possible, in the same calendar year.
(e)	Withholding. The Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount for federal, state, local, and employment taxes (“Total Tax”) which could be withheld on the transaction, unless the Participant remits to the Company the Total Tax required with respect to any taxable event arising as a result of this Award Agreement.

4. Termination of Employment.

(a) Retirement, as defined in Section 1(j).

(i) If a Participant retires from employment at age 62 or later, the outstanding SOSARs which have been held by the Participant until January 1^st of the calendar year following the year of grant will be deemed to be non-forfeitable and subject to the Vesting and Term provisions described herein; provided however, that the

Participant executes a reasonable non-competition covenant with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time; otherwise, if such covenant is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s termination or (ii) the date on which the SOSARs expire according to their term. The unvested SOSARs on the date of termination shall be forfeited.

(ii)

If a Participant retires from employment prior to reaching the age of 62, the outstanding SOSARs will become non-forfeitable in accordance with Schedule A and the Term of the non-forfeitable SOSARs will remain as defined in Section 2; provided however, that the Participant executes a reasonable non-competition covenant with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time; otherwise, if such covenant is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s termination or (ii) the date on which the SOSARs expire according to their term.

SCHEDULE A
If the “prior to age 62” retirement occurs on or	The percentage of SOSARs
after January 1st of the:	that will become Non-forfeitable is:
1st Calendar year following the Grant Date		33	%
2nd Calendar year following the Grant Date		67	%
3rd Calendar year following the Grant Date		100	%

(b)	Disability. Upon determination of Disability, as defined in Section 1(d),the SOSARs outstanding as of the date of such disability shall be deemed to be fully vested and immediately exercisable. The term of the SOSARs will remain as defined in Section 2.
(c)	Death. Upon the death of a Participant, the SOSARs outstanding as of the date of death shall be deemed to be fully vested and immediately exercisable, and may be exercised by the Participant’s legal representatives at any time until the first to occur of (i) the date that is one year after the Participant’s death or (ii) the date on which the SOSARs expire according to their term.
(d)	Other Termination. Upon voluntary termination for reasons other than retirement, or upon involuntary termination for reasons other than death, Disability, or cause as determined under Section 4(e), the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s termination or (ii) the date on which the SOSARs expire according to their term. The unvested SOSARs on the date of termination shall be forfeited.
(e)	Termination for Cause. If a Participant’s employment is terminated for cause, the SOSARs outstanding will immediately terminate and may not be exercised to any extent by the Participant, even with respect to vested SOSARs. The Committee shall have complete discretion to determine whether a Participant has been terminated for cause. The Committee’s determination shall be final and binding on all persons for purposes of the Plan and this Award Agreement.

(f) Change in Control of the Company. Upon a Change in Control of the Company, as defined in the Vulcan Materials Company Change in Control Severance Plan or any successor plan, the SOSARs granted under this Award Agreement will be deemed to be fully vested and immediately exercisable by the Participant. The term of the SOSARs set forth in Section 2 shall not be affected by a Change in Control of the Company.

5. Section 16(b) Participants. Any Participant subject to Section 16(b) reporting shall be governed by same with respect to the exercise of SOSARs.

6. Committee Discretion. The Committee may, in its sole discretion, amend this Award Agreement to the extent necessary to comply with any statute, regulation, or other administrative guidance. Notwithstanding any other provision of the Plan or this Award Agreement, the Committee may amend the Plan or this Award Agreement to the extent permitted by their terms and accelerate vesting for the events described in Section 4(a) and extend the exercise periods for the events described in Sections 4(c) and 4(d), as long as the exercise period does not extend beyond the SOSAR term set forth in Section 2. The Committee shall not make any amendment pursuant to this Section 6 that would cause this Award Agreement, if it is subject to or becomes subject to Section 409A of the Internal Revenue Code, to fail to satisfy the requirements of such Section 409A.

7. Entire Agreement; Amendment. This Award Agreement, the Memorandum, and the Plan are incorporated herewith and represent the entire understanding and agreement between the Company and the Participant, and shall supersede any prior agreement and understanding between the parties. Except as provided in Section 6 of this Agreement and subject to any Plan provision, this Award may not be amended or modified except by a written instrument executed by the parties hereto.

8. Non-Solicitation. In consideration for this Agreement and notwithstanding any other provision in this Agreement, the Participant agrees to comply with the non-solicitation covenants set forth below:

(a)

Non-Solicitation of Customers. The Participant acknowledges that while employed by the Company, the Participant will occupy a position of trust and confidence and will acquire confidential information about the Company, its subsidiaries and affiliates, and their clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates in the ordinary course of business, including trade secrets, data, formulae, information concerning customers and other information which is of value to the Company because it is not generally known. The Participant agrees that during the period of employment with the Company and for a period of two years after the date of termination of employment with the Company, regardless of the reason for termination, the Participant will not, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, directly or indirectly solicit any customer of the Company or of its affiliates or subsidiaries.

(b)

Non-Solicitation of Employees. The Participant recognizes that while employed by the Company, the Participant will possess confidential information about other employees of the Company and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries or affiliates. The Participant recognizes that this information is not generally known, is of substantial value to the Company and its subsidiaries or affiliates in developing their respective businesses and in securing and

retaining customers, and will be acquired by the Participant because of the Participant’s business position with the Company. The Participant agrees that during the period of employment with the Company and for two years after the date of termination of employment with the Company, regardless of the reason for termination, the Participant will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries or affiliates for the purpose of being employed by the Participant or by any business, individual, partnership, firm, corporation or other entity on whose behalf the Participant is acting as an agent, representative or employee and that the Participant will not convey any such confidential information or trade secrets about other employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of the Participant’s duties as an employee of the Company.

(c)

Remedies. If any dispute arises concerning the violation by the Participant of the covenants described in this Section, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith. If the Participant violates any of the obligations in this Section, this Award Agreement will terminate, if it is outstanding, and, in addition, the Company will be entitled to any appropriate relief, including money damages, equitable relief, and attorneys’ fees.

EX-10.(R)

Exhibit (10)(r)

THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933

VULCAN MATERIALS COMPANY
DEFERRED STOCK UNIT AMENDED AGREEMENT
Granted under the 1996 Long-Term Incentive Plan
Terms and Conditions
As Amended October 12, 2006

THIS AMENDED AWARD AGREEMENT is between the Company and the Participant, as designated on page one of each previous agreement for an award of Deferred Stock Units provided in 2001, 2002, 2003, 2004, or 2005 (“Prior Agreement”). This Agreement amends and replaces each Prior Agreement (other than page one of the Prior Agreement), effective with respect to each Prior Agreement as of the Grant Date of the award in that Prior Agreement as if this Agreement were a separate agreement for each such award.

RECITALS:

The Company adopted the 1996 Long-Term Incentive Plan (the “Plan”) in order to provide for a wide array of stock-based incentives for its employees. The Compensation Committee of the Company (the “Committee”) has granted Deferred Stock Units to certain employees, including the Participant, in accordance with the requirements of the Plan to carry out the purposes of the Plan. In consideration of being awarded the Deferred Stock Units, the Participant agrees with the Company as follows:

1.	Definitions. All defined terms contained in the Plan are hereby incorporated by reference, except to the extent that any term is specifically defined in this Award Agreement.
2.	Grant of Deferred Stock Units; Vesting; Dividend Equivalents; Withholding.

(A) Grant. Subject to the terms and conditions of the Plan, this Award Agreement, and any applicable deferral election executed by the participant under the Executive Deferred Compensation Plan, the Company hereby grants to the Participant the number of Deferred Stock Units (“DSUs”) designated on page one of the Prior Agreement. The DSUs represent an unfunded and unsecured promise of the Company to issue the same number of Shares at the Payment Date (as defined below) as DSUs granted pursuant to this Section 2(A), or accrued pursuant to Section 2(C), under this Award Agreement. As of the Grant Date, a DSU account is established for the Participant (“Account”), and is credited with the number of DSUs shown on page one of the Prior Agreement. No Shares have been transferred or set aside, or will be transferred or set aside, from the general creditors of the Company to fund this Award. The Participant has no right to vote or receive dividends on the Shares represented by the DSUs until the Shares have been paid on the Payment Date, as explained below.

(B)	Vesting. Except as otherwise provided in Section 4 or 5, and subject to the Committee’s discretion set forth in Section 6, the Participant’s right to receive the Shares represented by the DSUs will become non-forfeitable in installments, as follows: One-fifth of the DSUs will become non-forfeitable on each anniversary of the Grant Date beginning on the sixth anniversary and ending on the tenth anniversary.
(C)	Dividend Equivalents. During the period from the Grant Date to the Payment Date (“Vesting Period”), the Participant’s Account will be credited with dividend equivalents equal to the dividends paid on the number of Shares represented by the DSUs during the Vesting Period (“Dividend Equivalents”). The Dividend Equivalents will be converted to additional DSUs, rounded to the nearest whole number, and credited to the Participant’s Account. Dividend Equivalents will be credited to the Participant’s Account once each year on the Payment Date for all dividends paid during the previous 12 months. The amount of Dividend Equivalents credited to the Participant’s Account will be divided by the Fair Market Value “FMV” on the Payment Date of one Share of Vulcan Materials Company Stock, as defined below. In the case of dividends paid in property, the amount credited will be based on the FMV of the property on the Payment Date. The FMV of a Share means the average of the reported high and low trading prices for a Share on the Payment Date on the Composite Tape for New York Stock Exchange Listed Stocks. If the Payment Date falls on a holiday or weekend, then the immediately preceding trading day shall be used. If the Shares are no longer NYSE-listed, then it will be the FMV on the exchange on which it is listed, or the average of the high and low bid quotations if the Shares are listed on NASDAQ. If the Shares are not listed or traded on NASDAQ, the Company will use another method to determine the FMV of a Share. Dividend Equivalents are not considered earned and will not be paid upon termination of employment in accordance with Section 4 or 5 below until they are credited to the Participant’s Account on each Payment Date.
(D)	Withholding. The Company shall have the right to either (i) require the Participant to remit to the Company, or any person or entity designated by the Committee to administer the Plan, an amount sufficient to satisfy any applicable federal, state, and local income and employment tax withholding requirements, or (ii) to deduct from any payment made pursuant to the Plan amounts sufficient to satisfy such withholding requirements.

3. Payment of Deferred Stock Units. The issuance of Shares in settlement of the Participant’s rights under this Award Agreement will be made in a lump sum on the date (“Payment Date”) as specified in this Section 3 or, if applicable, in accordance with a deferral election under the Executive Deferred Compensation Plan.

(A) Payment Date. The Payment Date is March 1 and is the date on which the FMV will be determined for any payments (including dividend equivalents) made during the twelve month period following the Payment Date. Subject to paragraphs (B) and (C), below, payment will be made as follows. Except as provided in the next sentence, a lump sum payment will be made on the Payment Date following each vesting date specified in Section 2(B) of the DSUs that are scheduled to vest on such vesting date (where vesting is determined without regard to whether any DSUs are otherwise non-forfeitable). Notwithstanding the previous sentence, a lump sum payment will be made on the earlier of: (i) the first Payment Date following the date of (a) death, (b) separation from service on account of Disability, or (c) Retirement (provided such Retirement constitutes a separation from service); and (ii) the 90th day following a Change in Control of the Company.

(B)

Section 162(m) Payments. Notwithstanding the provisions of Section 3(A), if a Participant is a “covered employee” (within the meaning of Section 162(m)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) when a payment is scheduled to be made under the Plan, any portion of the payment that would be nondeductible under Section 162(m) of the Code (when considered with all other compensation that the Participant is expected to receive in the same taxable year) shall be deferred, and shall be paid on the earliest date on which it would be deductible under Section 162(m), but no later than the calendar year in which the Participant separates from service.

(C)

Payments to Specified Employees. Notwithstanding the provisions of Section 3(A), any payment that is made on account of a separation from service by a “specified employee” and that would otherwise be made within the first six months following such individual’s separation will, instead, be made in the seventh month following the month in which such individual separates from service, provided that this paragraph will not delay payment later than the month following the Participant’s death. For purposes of the preceding sentence, a “specified employee” is a Participant who is, at the time of his or her separation, a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.

4. Termination Provisions

(A) Retirement.

(i)	If the Participant retires from employment pursuant to the Company’s retirement income plan at age 62 or later, all DSUs which have been held by the Participant for at least one (1) year prior to retirement, whether currently forfeitable or non-forfeitable, will be deemed to be non-forfeitable.
(ii)	If the Participant retires from employment prior to reaching the age of 62, all DSUs granted under this Award Agreement that have not become non-forfeitable as of the date of such retirement will be forfeited.

(B)

Disability. Upon determination of permanent and total disability (“Disability”) that entitles the Participant to long-term disability benefits under the applicable long-term disability plan of the Company or a Subsidiary, or, to the extent not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration, all DSUs granted under this Award Agreement whether then forfeitable or non-forfeitable will become non-forfeitable in accordance with the schedule below. All non-forfeitable DSUs will be paid in accordance with Section 3(A) unless accelerated by the Committee due to an unforeseeable emergency (as determined under Section 409A of the Code).

(C)

Death. Upon the death of the Participant under age 62, all DSUs granted under this Award Agreement whether then forfeitable or non-forfeitable will become non-forfeitable in accordance with the schedule below. Upon death of the participant at age 62 or later, all DSUs which have been held by the Participant for at least one (1) year prior to death, whether currently forfeitable or non-forfeitable, will be deemed to be non-forfeitable. All non-forfeitable DSUs will be paid to the Participant’s estate in accordance with Section 3(A) unless accelerated by the Committee due to an unforeseeable emergency (as determined under Section 409A of the Code).

Date of Death or Disability
Occurs on or After the
Following Grant Date	Percentage of DSUs
Anniversary	That Become Non-Forfeitable
1st Anniversary		10	%
2nd Anniversary		20	%
3rd Anniversary		30	%
4th Anniversary		40	%
5th Anniversary		50	%
6th Anniversary		60	%
7th Anniversary		70	%
8th Anniversary		80	%
9th Anniversary		90	%
10th Anniversary		100	%

(D) Other Termination. Upon voluntary termination for reasons other than retirement, or upon involuntary termination for reasons other than death or Disability, including for cause, all DSUs granted under this Award Agreement that have not become non-forfeitable as of the date of such termination will be forfeited.

5.

Change in Control of the Company. Upon a Change in Control of the Company, as defined in the Vulcan Materials Company Change in Control Severance Plan, all DSUs granted under this Award Agreement (whether then forfeitable or non-forfeitable) will be deemed to be non-forfeitable. All DSUs will be paid to the Participant on the 90th day following a Change in Control in a lump sum.

6.

Committee Discretion. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole discretion, deem that any DSUs granted under this Award Agreement will become non-forfeitable and to determine whether a Participant has been terminated for reasons other than death, Disability, or Retirement. The Committee’s determination will be final and binding on all persons for purposes of the Plan.

EX-10.(S)

Exhibit (10)(s)

2007 Compensation Arrangements

On February 8, 2007, the Compensation Committee of the Board of Directors of Vulcan Materials Company (the “Company”) determined the following for the Named Executive Officers to be included in the Company’s 2007 proxy statement (the “NEOs^”):

(a)	new annual base salaries effective March 1, 2007;
(b)	short term cash incentive awards (bonus) for 2006 performance, payable in March 2007; and
(c)	short term target bonus percentages for the 2007 fiscal year.

The compensation for the CEO was ratified by the Board of Directors.

Salary and Cash Bonus

Each of the NEOs participates in the Vulcan Materials Company Executive Incentive Plan (“EIP”) or the Management Incentive Plan (“MIP”). No executive may participate in both plans concurrently. Under these plans, participating executives are entitled to earn an annual cash incentive award to the extent established financial objectives are achieved. Total incentive payments to executive officers participating in the EIP in any year cannot exceed 4% of consolidated net earnings in excess of 6% of net capital for the prior year. For annual bonuses payable for the Company’s fiscal year 2007, 40% of the maximum amount available for payment has been allocated to the Chief Executive Officer and 15% of the maximum amount available for payment has been allocated to each of the other participants (“Bonus Caps”). Total payments under the MIP in any year cannot exceed 10% of consolidated net earnings in excess of 6% of net capital for the prior year.

The Compensation Committee has selected Economic Profit (“EP”), which is defined as operating income after current taxes less a charge for capital employed, as the financial performance objective for determining awards under the EIP and MIP. A target EP is established by the Compensation Committee annually at its February meeting based on the average of last year’s actual EP and last year’s target EP for the Company as well as each of its divisions, subject to certain adjustments, including the effects of certain long-term investment projects. The target EP represents the amount of EP that must be earned in order for a “target bonus” to be paid. The “target bonus” is expressed as a percentage of base salary and established for each named executive officer based on market surveys of similar-sized industrial companies. An executive can earn from zero up to an amount equal to his Bonus Cap, depending on the actual EP results for the year.

If the EP performance relative to the EP target (for the Company or its business units as applicable for the particular executive officer) is not met, then the executive’s bonus would be reduced in accordance with a predetermined schedule. In the case of the NEOs other than the Chief Executive Officer, the Chief Executive Officer can adjust the actual bonus to be paid to the NEOs subject to the EIP individual Bonus Caps, based on:

• the individual performance of the executive

• the safety, health and environmental performance record of the Company and its Divisions

• consistent above target performance for 3 or more years

• successful implementation of Vulcan strategic objectives

The Compensation Committee likewise determines the actual bonus payable to the Chief Executive Officer based on his performance, subject to the restraints and caps set forth above.

For each NEO, the following table sets forth the executives’ (i) 2007 base salary effective March 1st, (ii) cash bonus to be paid in March 2007 based on 2006 performance, and (iii) target bonus opportunity for the 2007 fiscal year.

		New Base
		Salary			Target 2007
		Effective			Annual Bonus
		March 1,			Opportunity as			2006
		2007			A Percentage of			Bonus
Named Executive	Title	($)			Base Salary			($)
Donald M. James	Chairman and Chief Executive Officer		1,200,000			100	%		3,100,000
Guy M. Badgett, III	Senior Vice President, Construction Materials		475,000			60	%		725,000
James W. Smack	Senior Vice President, Construction Materials	N/A(1)			N/A(1)				720,000
Daniel F. Sansone.	Senior Vice President, Chief Financial Officer		475,000			60	%		690,000
Ronald G. McAbee	Senior Vice President, Construction Materials — West		350,000	(2)		60	%		645,000

(1)	Mr. Smack will retire from the Company effective March 1, 2007.
(2)	In addition to this amount, Mr. McAbee’s salary also includes a $100,000 cost of living adjustment that will remain in force for as long as he continues to reside in California.

EX-12

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

	2006			2005			2004			2003			2002
Fixed charges:
Interest expense before capitalization credits	$	31,310		$	39,080		$	42,260		$	55,345		$	56,601
Amortization of financing costs		363			711			611			291			298
One-third of rental expense		27,240			22,520			16,553			15,140			16,976
Total fixed charges	$	58,913		$	62,311		$	59,424		$	70,776		$	73,875
Earnings from continuing operations before income taxes	$	703,461		$	480,237		$	375,566		$	335,080		$	329,195
Fixed charges		58,913			62,311			59,424			70,776			73,875
Capitalized interest credits		(5,000	)		(1,934	)		(1,980	)		(2,116	)		(2,896	)
Amortization of capitalized interest		1,241			1,054			839			624			463
Earnings before income taxes as adjusted	$	758,615		$	541,668		$	433,849		$	404,364		$	400,637
Ratio of earnings to fixed charges		12.9			8.7			7.3			5.7			5.4

EX-13

EXHIBIT (13)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Vulcan provides essential infrastructure materials required by the U.S. economy. We are the nation’s largest producer of construction aggregates – primarily crushed stone, sand and gravel – and a major producer of asphalt mix and concrete.

Products

We operate primarily in the United States and our principal product – aggregates – is consumed in virtually all types of publicly and privately funded construction. In 2006, aggregates accounted for 70% of net sales. We shipped 255.4 million tons in 21 states, the District of Columbia and Mexico from 287 aggregates production facilities and sales yards. Our top 10 states accounted for 85% of total aggregates shipments. Reserves largely determine the ongoing viability of an aggregates business. Our current estimate of 11.4 billion tons of zoned and permitted aggregates reserves represents a net increase of 3.3 billion tons since the end of 1996. We believe that these reserves are sufficient to last, on average, 44.3 years at current annual production rates. Additionally, we produce and sell asphalt mix and concrete in California, Texas, Arizona and New Mexico. While aggregates are our primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and concrete, can be managed effectively in certain markets to generate acceptable financial returns. As such, we evaluate the structural characteristics of individual markets to determine the appropriateness of an aggregates only or vertical integration strategy.

End Markets

Demand for our products is dependent on construction activity. The primary end uses include public construction, such as highways, bridges, airports, schools, and prisons, as well as private nonresidential (e.g., manufacturing, retail, offices, industrial and institutional) and private residential construction (e.g., single-family and multifamily).

Public – This construction end market is generally the most aggregates intensive. Historically, public sector construction spending has been more stable than in the private end markets, in part because public sector spending is less sensitive to interest rates. In 2006, publicly funded construction accounted for 44% of our total aggregates shipments. Public construction projects are typically funded through a combination of federal, state and local sources. The federal highway bill is the principal source of federal funding for public infrastructure and transportation projects. Federal highway spending is determined by a six-year authorization bill, now covering fiscal years 2004–2009, and annual budget appropriations using funds largely taken from the Federal Highway Trust Fund that receives taxes on gasoline and other levies. Specific highway and bridge projects are typically managed by state transportation departments, who obligate their portion of federal revenues and supplement this federal funding with state fuel taxes, vehicle registration fees and general fund appropriations. States also transfer funds to counties and municipalities to fund local street construction and maintenance. The level of state spending on infrastructure varies across the United States and depends on individual state needs and economies. Other public infrastructure construction includes sewer and waste disposal systems, water supply systems, dams, reservoirs and government buildings. Construction for power plants and other utilities is funded from both public and private sources.

Private Nonresidential – This construction end market includes a wide array of project types and generally is more aggregates intensive than residential construction. Economic factors such as job growth, vacancy rates, private infrastructure needs and demographic trends help drive overall demand for private nonresidential construction. In 2006, private nonresidential construction accounted for 28% of our total aggregates shipments. Strong corporate profits and growth of private workforce generates demand for offices, hotels and restaurants. Likewise, population growth generates demand for stores, shopping centers, warehouses and parking decks as well as schools, hospitals, churches and entertainment facilities. A new manufacturing facility in an area generally generates demand for other manufacturing plants to supply its parts and assemblies. Firms seeking to construct a new facility will often seek to borrow funds from banks and other financial institutions. The willingness of banks to lend has a cyclical pattern, in part dependent on their expectations for future interest rate moves.

Private Residential – Approximately 80–85% of all residential construction activity is for single-family houses with the remainder consisting of multi-family (e.g., two-family houses, apartment buildings and larger condominiums). Public housing comprises a small portion of the housing supply. Household formation is a primary driver of housing demand along with mortgage rates. In the last 10 years, households have increased 13% from 101.5 million to 114.7 million in the U.S. and 15%, on average, in the states we serve. Mortgage rates were at relatively low levels and contributed to the strong residential construction. However, in recent years, rising home prices have triggered speculative buying and made home ownership less affordable. Demand for our products generally occurs early in the infrastructure phase of residential construction and later as part of the foundation, driveway or parking lot. In 2006, private residential construction accounted for 25% of our total aggregates shipments.

Other End Uses – Ballast is sold to the railroads for construction and maintenance of their track. Riprap and jetty stone are sold for erosion control along waterways. Stone also can be used as a feedstock for cement and lime plants and for making a variety of adhesives, fillers and extenders. Coal-burning power plants use limestone in their scrubbers to reduce harmful emissions. Limestone that is crushed to a fine powder also can be sold to farmers. In 2006, these other end uses accounted for 3% of our total aggregates shipments.

Customers and Competition

Customers for our products include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county and municipal governments; railroads; and electric utilities. Customers are served by truck, rail and water distribution networks from our production facilities and sales yards. Due to the high weight-to-value ratio of aggregates, markets generally are local in nature. They often consist of a single metropolitan area or one or more counties or portions

22 Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

thereof when transportation is by truck only. Truck delivery accounts for approximately 86% of our total shipments. Additionally, sales yards and other distribution facilities located on waterways and rail lines substantially increase our geographic market reach through the availability of rail and water transportation.

Zoning and permitting regulations have made it increasingly difficult for the construction aggregates industry to expand existing quarries or to develop new quarries in some markets. Although we cannot predict what governmental policies will be adopted in the future that affect the construction materials industry, we believe that future zoning and permitting costs will not have a materially adverse effect on our business. However, future land use restrictions in some markets could make zoning and permitting more difficult. Any such restrictions, while potentially curtailing expansion in certain areas, could also enhance the value of our reserves at existing locations.

We estimate that the 10 largest aggregates producers in the nation supply approximately one-third of the total national market, resulting in highly fragmented markets in some areas. Therefore, depending on the market, we may compete with a number of large regional and small local producers.

Seasonality of Our Business

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

Other

In June 2005, we sold our Chemicals business as presented in Note 2 to the consolidated financial statements and, accordingly, its results are reported as discontinued operations in the accompanying Consolidated Statements of Earnings. As of December 31, 2004, the related assets and liabilities are reported as assets held for sale and liabilities of assets held for sale in the accompanying Consolidated Balance Sheets.

In the discussion that follows, discontinued operations are discussed separately. Continuing operations consist solely of Construction Materials. The comparative analysis is based on net sales and cost of goods sold, which exclude delivery revenues and costs, and is consistent with the basis on which management reviews results of operations.

Results of Operations

2006 versus 2005

Net sales and earnings for 2006 surpassed 2005’s record levels. Improved pricing for all key products more than offset lower shipments and resulted in a 16% increase in net sales, which exceeded $3.0 billion for the first time in our history. Aggregates pricing improved approximately 15%. The increasing demand for aggregates in a broad range of public infrastructure and nonresidential construction helped offset the correction that has occurred in residential construction. Our consistent earnings growth is a reflection of both our broad geographic and end-use markets and a pricing environment for aggregates that recognizes the high cost of reserves replacement and product distribution in high growth metropolitan markets.

Operating earnings were a record $695.1 million, an increase of 46% from the 2005 amount. Improved aggregates pricing more than offset the effects of the slight decline in aggregates shipments and higher production costs related to diesel fuel, parts, supplies and electricity. Asphalt mix and concrete earnings also increased significantly as pricing improvements exceeded the effects of lower volumes and increases in raw material costs. Compared with 2005, the cost of diesel fuel and liquid asphalt were $13.7 million and $58.8 million higher, respectively. Gross profit as a percentage of net sales was 31% for 2006, up 4 percentage points from 2005. Selling, administrative and general expenses increased $31.9 million from the prior year. Approximately one-half of the increase resulted from higher provisions for incentive compensation, including the effect of expensing stock options, and increased professional fees. During 2006, we sold the contractual rights to mine the Bellwood Quarry in Atlanta, Georgia for a pretax gain of $24.8 million, which is included in other operating (income) expense, net in the accompanying Consolidated Statements of Earnings.

Earnings from continuing operations before income taxes were $703.5 million, an increase of $223.2 million or 46% from the prior year. The 2006 earnings include a gain of $28.7 million related to the increase in the carrying value of the contingent ECU (electrochemical unit) earn-out received in connection with the sale of our Chemicals business compared with a $20.4 million gain in 2005.

Earnings from continuing operations before income taxes for 2006 versus 2005 are summarized below (in millions of dollars):

2005	$	480
Higher aggregates earnings		165
Higher asphalt mix earnings		45
Higher earnings for all other products		23
Higher selling, administrative and general expenses		(32	)
Gain on sale of contractual rights to mine		25
Higher gain on contingent ECU earn-out		8
All other		(11	)
2006	$	703

Earnings from continuing operations increased to $4.79 per diluted share from $3.30 per diluted share in 2005.

Vulcan Materials Company and Subsidiary Companies          23

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2005 versus 2004

Net sales and earnings were both at record levels in 2005. Net sales increased 18% to $2.6 billion. All major product lines achieved higher sales. The strong demand experienced across most of our markets in 2004 continued throughout 2005. As a result, aggregates shipments increased 7% to 260 million tons with record volumes achieved in each quarter of 2005. Acquisitions accounted for 1% of this volume growth. Pricing for aggregates increased approximately 8%.

Operating earnings were a record $476.4 million, an increase of 19% from the prior-year amount. The earnings benefit from higher aggregates pricing and volumes more than offset increased costs for diesel fuel, parts and supplies, and maintenance. Higher prices for asphalt mix and concrete more than offset cost increases for raw materials such as liquid asphalt and cement. Cost for diesel fuel was $33.5 million higher as compared with 2004. Selling, administrative and general expenses increased $36.2 million due primarily to performance-based compensation plans, which accounted for $24.8 million of the increase from 2004. In 2004, gains on the sale of property, plant and equipment included a large real estate sale in California as well as the sale of operations in Chattanooga, Tennessee. In 2005, gains on the sale of property, plant and equipment reflected lower real estate sales in California.

Earnings from continuing operations before income taxes were $480.2 million, an increase of 28% from the prior year. Included in the 2005 earnings is a $20.4 million increase in the carrying value of the contingent ECU earn-out related to the sale of our Chemicals business. Net interest expense was approximately $14.0 million lower due primarily to higher average balances on short- and medium-term investments and the retirement of $243.0 million of debt in April 2004.

Earnings from continuing operations before income taxes for 2005 versus 2004 are summarized below (in millions of dollars):

2004	$	376
Higher aggregates earnings		111
Higher asphalt mix earnings		9
Higher selling, administrative and general expenses		(36	)
Lower gains on sale of property, plant and equipment		(16	)
Gain on contingent ECU earn-out		20
Lower net interest expense		14
All other		2
2005	$	480

Earnings from continuing operations increased to $3.30 per diluted share from $2.52 per diluted share in 2004.

Selling, Administrative and General

Selling, administrative and general expenses were $264.4 million in 2006 compared with $232.5 million in the prior year. Approximately one-half of this 14% increase resulted from higher provisions for incentive compensation, including the effect of expensing stock options, and increased professional fees. Effective January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment,” [FAS123(R)], which requires the expensing of stock options. Adoption of this standard resulted in a pretax charge of approximately $9.3 million related to stock options, resulting in a decrease to earnings from continuing operations and net earnings of approximately $5.7 million, or $0.06 per diluted share in 2006. Selling, administrative and general expenses as a percentage of net sales, were 8.7%, down from the prior year’s 8.9%. In 2005, selling, administrative and general expenses increased 18% from the 2004 level due primarily to performance-based compensation plans. Compensation expense under these plans was influenced by the degree to which business performance targets were achieved. One of the plans, the performance share plan, was also affected by stock price, which increased 24% in 2005. As a percentage of net sales, selling, administrative and general expenses for 2005 were flat with the prior year at 8.9%.

Impairment of Long-lived Assets

During 2006, we recorded asset impairment losses totaling $0.2 million related to long-lived assets. This impairment loss resulted from various write-downs related to continuing operations. During 2005, we recorded asset impairment losses totaling $0.7 million related to long-lived assets. This impairment loss resulted from various write-downs related to continuing operations. During 2004, we recorded no asset impairment losses for continuing operations. Asset impairment losses are included within the total of other operating (income) expense, net in our Consolidated Statements of Earnings.

Gain on Sale of Property, Plant and Equipment

During 2006, we recorded gains on the sale of property, plant and equipment of $5.6 million, a decrease of $2.7 million from the prior year. In 2005, gains on the sale of property, plant and equipment of $8.3 million were down $15.5 million from the 2004 level. In 2004, gains on the sale of property, plant and equipment included a large real estate sale in California as well as the sale of asphalt mix, concrete and highway construction operations in Chattanooga, Tennessee. In 2005, gains on the sale of property, plant and equipment reflected lower real estate sales in California. As none of these asset sales met the definition of a “component of an entity” as described in SFAS 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (FAS 144), the gains were reported in continuing operations.

Other Operating (Income) Expense, Net

Other operating income, net of other operating expense, increased $29.8 million to $21.9 million in 2006. The increase in income was principally due to a $24.8 million pretax gain from the sale of contractual rights to mine the

24      Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Bellwood Quarry in Atlanta, Georgia. In 2005, other operating expense, net decreased $1.0 million compared with 2004 due primarily to lower costs associated with idle equipment taken out of service and lower charges for old equipment scrapped due to plant rebuilds and site closings, partially offset by an increase in environmental remediation costs.

Other Income, Net

In 2006, other income, net of other charges, was $28.5 million, $4.1 million higher than the prior year. The 2006 increase was due primarily to the ECU earn-out. We recognized a $28.7 million gain related to the ECU earn-out in 2006 compared with a $20.4 million gain in 2005. In 2005, other income was $16.1 million higher than 2004 due to the above-mentioned $20.4 million ECU earn-out gain. This earn-out agreement is accounted for as a derivative instrument, with any gains or losses recorded as other income or charges in continuing operations. For additional information regarding this ECU earn-out, see Note 5 to the consolidated financial statements.

Interest Income

Interest income was $6.2 million in 2006, a decrease of $10.4 million from 2005. The decrease resulted from lower average cash and cash equivalents and medium-term investments balances during 2006. Interest income was $16.6 million in 2005 compared with $5.6 million in 2004 due to higher interest rates and higher average balances for the total of cash and cash equivalents and medium-term investments.

Interest Expense

Interest expense was $26.3 million in 2006 compared with the 2005 amount of $37.1 million. The $10.8 million decrease was due primarily to the February 2006 retirement of $240.0 million of 6.40% five-year notes issued in 2001, partially offset by increased commercial paper borrowings. Excluding capitalized interest credits, gross interest expense for 2006 was $31.3 million compared with $39.1 million in the prior year. In 2005, interest expense decreased $3.2 million from the $40.3 million reported in 2004 due primarily to the retirement of $243.0 million of debt in April 2004. Excluding capitalized interest credits, gross interest expense was $39.1 million compared with $42.3 million in 2004.

Income Taxes

Our 2006 effective tax rate for continuing operations was 32.1%, up from 28.4% in 2005. This increase principally reflects a smaller reduction during 2006 in estimated income tax liabilities for prior years and a nonrecurring favorable settlement of federal refund claims in 2005. The 2005 rate for continuing operations was down 2.0 percentage points from the 2004 rate of 30.4%. This decrease principally reflected a reduction in estimated income tax liabilities for prior years, a favorable settlement of federal refund claims and the benefit from the U.S. Production Activities Deduction that went into effect in 2005.

Discontinued Operations

In 2005, we sold substantially all the assets of our Chemicals business, known as Vulcan Chemicals, to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. These assets consisted primarily of chloralkali facilities in Wichita, Kansas; Geismar, Louisiana and Port Edwards, Wisconsin; and the facilities of our Chloralkali joint venture located in Geismar. The decision to sell the Chemicals business was based on our desire to focus our resources on the Construction Materials business.

The transaction, which was structured as a sale of assets, involved initial cash proceeds, contingent future proceeds under two earn-out provisions and the transfer of certain liabilities. Accordingly, financial results referable to our Chemicals business are reported in discontinued operations for all periods presented. Although we expect the total proceeds received in connection with the sale of our Chemicals business, including the two contingent earn-outs, to exceed the carrying amount of the net assets sold, no gain from the disposal transaction was recognized during 2005 or 2006 as accounting requirements preclude the recognition of contingent gains. Ultimately, gain or loss on disposal will be recognized to the extent that total receipts under the 5CP earn-out (as described on page 30 under the caption Market Risk) exceed or fall short of the amount recognized at closing.

Pretax operating results from discontinued operations were a loss of $16.6 million in 2006 compared with earnings of $83.7 million in 2005. The 2006 operating results reflect charges related to general and product liability costs and environmental remediation costs associated with our former Chemicals business. Included in these costs are approximately $7.4 million in contingency accruals related to a lawsuit filed by the city of Modesto, California (see Note 12 to the consolidated financial statements). The 2005 operating results reflected approximately five months of operations prior to closing the sale and included approximately $18.1 million of pretax exit and disposal costs. For additional information regarding discontinued operations, see Note 2 to the consolidated financial statements.

Accounting Change

On January 1, 2006, we adopted Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (EITF 04-6). In the mining industry, the costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs. Per EITF 04-6, stripping costs incurred during the production phase are considered costs of the extracted minerals under a full absorption costing system, inventoried, and recognized in costs of sales in the same period as the revenue from the sale of the inventory. Additionally, capitalization of such costs would be appropriate only to the extent inventory exists at the end of a reporting period.

Prior to the adoption of EITF 04-6, we expensed stripping costs as incurred with only limited exceptions when specific criteria were met. The January 1, 2006 adoption of EITF 04-6 resulted in an increase in current assets (finished product inventory) of $16.8 million; a decrease in other assets (capitalized quarrying costs) of $0.7 million; an increase in deferred tax liabilities of $3.9 million; and a cumulative effect of adoption that increased retained earnings by $12.2 million.

Vulcan Materials Company and Subsidiary Companies           25

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2007 Outlook

Continuing Operations

We remain confident in our ability to continue strong earnings growth in 2007. Overall, we expect earnings from continuing operations for 2007 to be in the range from $5.51 to $5.91 per diluted share. In January 2007, we closed a real estate sale transaction in California that resulted in a net after-tax gain of $0.25 per diluted share, which is included in our guidance. Our current earnings outlook is based on overall aggregates price improvements in the range of 10% to 11%, a decrease in the average unit cost for diesel fuel compared with 2006 and aggregates shipments that are in line with 2006.

Broader economic factors such as low interest rates, job growth, falling office vacancy rates and the solid fiscal condition of most states should continue to aid the more aggregate-intensive infrastructure and private nonresidential end use markets in 2007. Overall demand for aggregates in our markets should remain relatively stable. The residential construction slowdown in the U.S. continued in the fourth quarter of 2006 and contributed to lower aggregates shipments for the year. However, with mortgage interest rates still at relatively low historical levels and household formations increasing in high growth markets, residential construction has the potential to stabilize by the second half of 2007.

Aggregates demand from highway construction in the markets we serve should increase in 2007, primarily as a result of higher state spending levels and moderating liquid asphalt costs. In 2006, construction cost inputs for highway projects increased significantly, particularly liquid asphalt and diesel fuel, resulting in some delays for new contract awards.

We believe private nonresidential construction will continue to improve in 2007. This end market includes a wide array of project types and generally is more aggregates intensive than private residential construction. Economic factors such as job growth, vacancy rates, private infrastructure needs and demographic trends help drive demand for this type of construction.

Discontinued Operations

During 2005, we sold our former Chemicals business. Costs related to retained liabilities, primarily environmental and general and product liability, are expected to result in a small loss in discontinued operations for 2007.

Liquidity and Capital Resources

We believe we have sufficient financial resources, including cash provided by operating activities, unused bank lines of credit and ready access to the capital markets, to fund business requirements in the future including debt service obligations, cash contractual obligations, capital expenditures, dividend payments, stock purchases and potential future acquisitions.

Cash Flows

Net cash provided by operating activities (including discontinued operations) totaled $579.3 million in 2006, an increase of $106.2 million or 22% as compared with 2005. The increase primarily resulted from higher net earnings of $78.8 million and a decrease in contributions to pension plans of $27.7 million.

Cash provided by operating activities during 2005 includes $15.3 million referable to tax benefits from the exercise of stock options. During 2006, such tax benefits are classified as financing activities pursuant to FAS 123(R). Additional disclosures regarding the adoption of FAS 123(R) are presented in Note 1 to the consolidated financial statements under the heading Share-based Compensation (pages 47 to 48).

Net cash used for investing activities totaled $105.0 million in 2006 compared with $149.2 million in 2005. The decrease in net cash used for investing activities is principally due to net activity in our medium-term investment program, which contributed $171.1 million to the overall change, a decrease in business acquisitions of $73.4 million, and $24.8 million in net proceeds from the sale of contractual rights. These favorable contributors were partially offset by an increase of $219.6 million used for purchases of property, plant and equipment primarily related to production capacity and efficiency improvements. During 2006, proceeds from the sale of our Chemicals business of $141.9 million include payments received under the ECU and 5CP earn-outs as well as amounts received in connection with working capital adjustments.

Net cash used for financing activities increased to $694.3 million in 2006 compared with $320.3 million in 2005. Cash used to purchase our common stock increased $294.3 million, cash payments to retire debt obligations increased $260.9 million, and dividends paid increased $25.9 million. These increases in cash used for financing activities were offset by net short-term borrowings of $198.9 million during 2006.

26           Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our 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, while maintaining debt ratios within what we believe to be prudent and generally acceptable limits.

Working Capital

Working capital, the excess of current assets over current liabilities, totaled $237.7 million at December 31, 2006, a decrease of $348.0 million from the $585.7 million level at December 31, 2005. The decrease in working capital primarily results from the use of cash to purchase our common stock and property, plant and equipment. During 2006, combined cash and medium-term investment balances decreased $395.0 million, stock and $435.2 million was used to purchase property, plant and equipment. As of December 31, 2006, we have $760.0 million in bank lines of credit, of which $2.5 million was drawn. Bank lines of credit serve as liquidity support when we issue commercial paper.

Working capital totaled $585.7 million at December 31, 2005, down $405.6 million from the 2004 level. The 2005 decrease resulted primarily from a $268.8 million increase in current maturities of long-term debt primarily attributable to debt that matured February 2006, a net decrease in assets and liabilities of assets held for sale of $269.8 million referable to the sale of our Chemicals business, and an increase in all other current liabilities of $71.9 million. These contributors to the decrease in working capital year over year were partially offset by an increase of $194.8 million in accounts and notes receivable, including $105.7 million referable to contingent earn-outs, and an increase in inventories of $20.6 million.

Capital Expenditures

Capital expenditures, which exclude business acquisitions, totaled $458.9 million in 2006, up $224.6 million from the 2005 level of $234.3 million. Much of the increase in spending over the 2005 level was for projects to lower operating costs, the acquisition of new reserves and additional production and distribution assets in key markets. As explained on page 71, we classify our capital expenditures into three categories based on the predominant purpose of the project. In 2006, profit-adding projects accounted for $232.9 million or 51% of the 2006 spending.

Commitments for capital expenditures were $72.5 million at December 31, 2006. We expect to fund these commitments using available cash or internally generated cash flow.

Acquisitions

In 2006, the total purchase price of acquisitions amounted to $20.5 million, down $73.5 million from the prior year. Acquisitions completed during 2006 included an aggregates production facility and asphalt mix plant in Indiana, an aggregates production facility in North Carolina and an aggregates production facility in Virginia. The 2005 acquisitions included five aggregates production facilities and five asphalt mix plants in Arizona, one aggregates production facility in Georgia, four aggregates production facilities in Indiana and one aggregates production facility in Tennessee.

Short-term Borrowings and Investments

Net short-term borrowings and investments at December 31 consisted of the following (in thousands of dollars):

	2006			2005		2004
Short-term investments:
Cash equivalents	$	50,374		$	273,315	$	259,522
Medium-term investments		—			175,140		179,210
Total short-term investments	$	50,374		$	448,455	$	438,732
Short-term borrowings:
Bank borrowings	$	2,500		$	—	$	—
Commercial paper		196,400			—		—
Total short-term borrowings	$	198,900		$	—	$	—
Net short-term (borrowings) investments	$	(148,526	)	$	448,455	$	438,732

We were a net short-term borrower during most of 2006 and ended the year in a short-term borrowed position of $148.5 million. In 2006, total short-term borrowings reached a peak of $236.8 million and amounted to $198.9 million at year end. Throughout 2005, we were a net short-term investor and ended the year in a short-term invested position of $448.5 million. After reaching a high of $65.0 million, there were no short-term borrowings at year-end 2005. In 2004 we were a net short-term investor and ended the year in a short-term invested position of $438.7 million. After reaching a high of $48.0 million, there were no short-term borrowings at year-end 2004.

Vulcan Materials Company and Subsidiary Companies            27

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Short-term borrowings outstanding as of December 31, 2006 of $198.9 million consisted of $2.5 million of bank borrowings at 5.575% maturing January 2007 and $196.4 million of commercial paper having maturities ranging from 2 to 36 days and interest rates ranging from 5.28% to 5.36%. We plan to reissue most, if not all, of these notes when they mature. There were no short-term borrowings outstanding as of December 31, 2005 and 2004. Periodically, we issue commercial paper for general corporate purposes, including working capital requirements. We plan to continue this practice from time to time as circumstances warrant.

Our policy is to maintain committed credit facilities at least equal to our outstanding commercial paper. Unsecured bank lines of credit totaling $760.0 million were maintained at the end of 2006, of which $2.5 million was drawn. As of December 31, 2006, our commercial paper was rated A-1 and P-1 by Standard & Poor’s and Moody’s Investors Service, Inc. (Moody’s), respectively.

Current Maturities

Current maturities of long-term debt as of December 31 are summarized below (in thousands of dollars):

	2006		2005		2004
6.40% 5-year notes issued 2001*	$	—	$	239,535	$	(80	)
Private placement notes		—		32,000		—
Medium-term notes		—		—		2,000
Other notes		630		532		1,306
Total	$	630	$	272,067	$	3,226

* Includes a decrease in valuation for the fair value of short-term interest rate swaps, as follows: December 31, 2005 – $465 thousand and December 31, 2004 – $80 thousand.

Scheduled debt payments during 2006 included $240.0 million (listed in the table above net of the $0.5 million decrease for the interest rate swap) in February to retire the 6.40% 5-year notes issued in 2001 and $32.0 million in December to retire 10-year private placement notes issued in 1996. Scheduled debt payments during 2005 included $2.0 million in November to retire an 8.07% medium-term note issued in 1991.

Maturity dates for our $0.6 million of current maturities as of December 31, 2006 are various. We expect to retire this debt using available cash or by issuing commercial paper.

Debt and Capital

During 2006, long-term debt was reduced by $1.3 million to $322.1 million, compared with a net reduction of $281.1 million in 2005. The 2005 reduction reflected the reclassification of $272.1 million from long-term debt to current maturities. During the three-year period ended December 31, 2006, long-term debt decreased cumulatively by $285.6 million from the $607.7 million outstanding at December 31, 2003. At year end, the weighted-average interest rates on our long-term debt were 6.42% in 2006, 6.43% in 2005 and 6.41% in 2004.

During the same three-year period, shareholders’ equity, net of dividends of $369.0 million, increased by $198.3 million to $2.001 billion.

The calculations of our total debt as a percentage of total capital are summarized below (amounts in thousands, except percentages):

	2006			2005			2004
Debt:
Current maturities of long-term debt	$	630		$	272,067		$	3,226
Short-term borrowings		198,900			–			–
Long-term debt		322,064			323,392			604,522
Total debt	$	521,594		$	595,459		$	607,748
Capital:
Total debt	$	521,594		$	595,459		$	607,748
Shareholders’ equity		2,001,111			2,126,541			2,013,975
Total capital	$	2,522,705		$	2,722,000		$	2,621,723
Total debt as a percentage of total capital		20.7	%		21.9	%		23.2	%

In the future, our total debt as a percentage of total capital will depend on specific investment and financing decisions. We believe our cash-generating capability, combined with our financial strength and geographic diversification, can comfortably support a target range of 35% to 40%. We have made acquisitions from time to time and will continue to pursue attractive investment opportunities. Such acquisitions could be funded by using internally generated cash flow or issuing debt or equity securities.

As of December 31, 2006, Standard & Poor’s and Moody’s rated our public long-term debt at the A+ and A1 level, respectively. Both Standard & Poor’s and Moody’s have assigned a stable outlook to our long-term debt ratings.

28           Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Contractual Obligations and Contingent Credit Facilities

Our obligations to make future payments under contracts as of December 31, 2006 are summarized in the table below (in millions of dollars):

		Payments Due by Year
	Note Reference	Total		2007		2008–2009		2010–2011		Thereafter
Cash Contractual Obligations
Short-term borrowings:
Principal payments	Note 6	$	198.9	$	198.9	$	—	$	—	$	—
Interest payments			0.4		0.4		—		—		—
Long-term debt:
Principal payments	Note 6		321.4		0.7		283.7		20.3		16.7
Interest payments	Note 6		64.2		20.6		31.1		6.1		6.4
Operating leases	Note 7		80.1		16.6		25.4		13.5		24.6
Mineral royalties	Note 12		91.5		11.4		18.2		11.0		50.9
Unconditional purchase obligations:
Capital	Note 12		72.5		72.5		—		—		—
Noncapital1	Note 12		89.5		29.3		20.9		12.2		27.1
Benefit plans2	Note 10		416.5		31.7		69.6		78.0		237.2
Total cash contractual obligations3		$	1,335.0	$	382.1	$	448.9	$	141.1	$	362.9

1	Noncapital unconditional purchase obligations relate primarily to transportation and electrical contracts.
2	Payments in “Thereafter” column for benefit plans are for the years 2012–2016.
3	The above table excludes discounted asset retirement obligations in the amount of $114.8 million at December 31, 2006, the majority of which have an estimated settlement date beyond 2011 (see Note 17 to the Consolidated Financial Statements).

We estimate cash requirements for income taxes in 2007 to be $290.0 million.

We have a number of contracts containing commitments or contingent obligations that are not material to our earnings. These contracts are discrete in nature, and it is unlikely that the various contingencies contained within the contracts would be triggered by a common event. The future payments under these contracts are not included in the table set forth above.

Our contingent credit facilities as of December 31, 2006 are summarized in the table below (in millions of dollars):

	Amount and Year of Expiration
	Total Facilities		2007		2008–2009		2010–2011		Thereafter
Contingent Credit Facilities
Lines of credit	$	760.0	$	210.0	$	—	$	550.0	$	—
Standby letters of credit		66.7		66.7		—		—		—
Total contingent credit facilities	$	826.7	$	276.7	$	—	$	550.0	$	—

Bank lines of credit amounted to $760.0 million, of which $210.0 million expires in 2007, and $550.0 million expires in 2011. As of December 31, 2006, $2.5 million of the lines of credit were drawn.

We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use our commercial banks to issue standby letters of credit to secure our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit listed below are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are cancelled. Substantially all our standby letters of credit are renewable annually at the option of the beneficiary.

Vulcan Materials Company and Subsidiary Companies            29

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our standby letters of credit as of December 31, 2006 are summarized in the table below (in millions of dollars):

	Amount		Term		Maturity
Standby Letters of Credit
Risk management requirement for insurance claims	$	16.2	One year		Renewable annually
Payment surety required by contract		14.9		—	February 2007
Payment surety required by utilities		0.1	One year		Renewable annually
Contractual reclamation/restoration requirements		35.5	One year		Renewable annually
Total standby letters of credit	$	66.7

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, such as financing or unconsolidated variable interest entities, that either have or are reasonably likely to have a current or future material effect on our financial position, results of operations, liquidity, capital expenditures or capital resources.

Common Stock

Our decisions to purchase shares of our common stock are based on valuation and price, our liquidity and debt level, and our actual and projected cash requirements for investment projects and regular dividends. The amount, if any, of future share purchases will be determined by management from time to time based on various factors, including those listed above. Shares purchased are being held for general corporate purposes, including distributions under long-term incentive plans.

The number and cost of shares purchased during each of the last three years and shares held in treasury at year end are shown below:

	2006		2005		2004
Shares purchased:
Number		6,757,361		3,588,738		—
Total cost (millions)	$	522.8	$	228.5	$	—
Average cost	$	77.37	$	63.67	$	—
Shares in treasury at year end:
Number		45,098,644		39,378,985		37,045,535
Average cost	$	28.78	$	19.94	$	15.32

The number of shares remaining under the current purchase authorization of the Board of Directors was 3,455,539 as of December 31, 2006.

Market Risk

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. In order to manage or reduce these market risks, we may utilize derivative financial instruments.

We are exposed to risk related to the ultimate proceeds to be received from the sale of the Chemicals business. As described in Note 2 to the consolidated financial statements, in addition to the initial proceeds, we are entitled to receive annual cash receipts under two separate earn-outs, subject to certain conditions. The first earn-out is based on ECU and natural gas prices during the five-year period beginning July 1, 2005. Payments to us pursuant to this ECU earn-out are capped at $150 million and it is accounted for as a derivative instrument. Accordingly, it is reported at fair value and changes, if any, to the fair value of the ECU derivative are recorded in current earnings from continuing operations. Future estimates of this derivative’s fair value could vary materially from period to period. The determination of the fair value of the ECU derivative is discussed in greater detail within the Critical Accounting Policies section of this annual report on pages 32 and 33. Proceeds under the second earn-out are determined based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the June 7, 2005 sale through 2012. Although we expect the total proceeds received in connection with the sale of our Chemicals business, including contingent proceeds under the two earn-outs, to exceed the carrying amount of the net assets sold, no gain on the sale was recognized since SFAS No. 5, “Accounting for Contingencies,” precludes the recognition of a contingent gain until realization is assured beyond a reasonable doubt. Accordingly, the value recorded at the June 7, 2005 closing date referable to these two earn-outs was limited to $128.2 million. The combined carrying amount of these earn-outs (reflected in accounts and notes receivable – other and other noncurrent assets in the accompanying Consolidated Balance Sheets) as of December 31, 2006 and December 31, 2005 was $49.5 million and $148.4 million, respectively. The $98.9 million decrease in the combined carrying amount during 2006 was due primarily to cash receipts totaling $131.8 million under the 5CP and ECU earn-outs, partially offset by a gain of $28.7 million on the ECU earn-out (reflected as a component of other income, net of other charges, in our Consolidated Statements of Earnings for the year ended December 31, 2006). The $20.2 million increase in the combined carrying amount from the June 7, 2005 closing to December 31, 2005 was due primarily to a $20.4 million gain on the ECU earn-out, which is included as a component of other income, net of other charges, in our Consolidated Statements of Earnings for the year ended December 31, 2005.

We are exposed to interest rate risk due to our various long-term debt instruments. Substantially all this debt is at fixed rates; therefore, a decline in interest rates would result in an increase in the fair market value of the liability. At times, we use interest rate swap agreements to manage this risk. In November 2003, we entered into an interest rate swap agreement with a counterparty in the stated (notional) amount of $50.0 million. Under this agreement, we paid a variable London Interbank Offered Rate (LIBOR) plus a fixed spread and received a fixed rate of interest of 6.40% from the counterparty. The six-month LIBOR approximated 4.70% at December 31, 2005 and 2.78% at December 31, 2004. The interest rate swap agreement terminated February 1, 2006, coinciding with the maturity of our 6.40% five-year notes issued in 2001 in the amount of $240.0 million. The realized gains and losses upon settlement

30           Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

related to the swap agreement are reflected in interest expense concurrent with the hedged interest payments on the debt. For the prior periods presented, the estimated fair values of this agreement were as follows: December 31, 2005 –$0.5 million unfavorable and December 31, 2004 – $0.2 million unfavorable.

We have used commodity swap and option contracts to reduce our exposure to fluctuations in prices for natural gas in our discontinued operations – Chemicals business. We had no such contracts outstanding as of December 31, 2006 and December 31, 2005. The fair values of these contracts were $0.1 million unfavorable as of December 31, 2004.

We do not enter into derivative financial instruments for speculative or trading purposes.

At December 31, 2006, the estimated fair market value of our long-term debt instruments including current maturities was $333.2 million as compared with a book value of $322.7 million. The effect of a hypothetical decline in interest rates of 1% would increase the fair market value of our liability by approximately $8.3 million.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds, the expected return on plan assets, the rate of compensation increase for salaried employees and the rate of increase in the per capita cost of covered healthcare benefits. The impact of a change in these assumptions on our annual pension and other postretirement benefit costs is discussed in greater detail within the Critical Accounting Policies section of this annual report on page 34.

New Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes,” by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN 48, the financial statement effects of a tax position should initially be recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold should initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. FIN 48 is effective for fiscal years beginning after December 15, 2006; we adopted FIN 48 as of January 1, 2007. We do not expect the adoption of FIN 48 to have a material effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued FASB Staff Position (FSP) No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” (FSP AUG AIR-1). This FSP amends certain provisions in the American Institute of Certified Public Accountants Industry Audit Guide, “Audits of Airlines” (Airline Guide). The Airline Guide is the principal source of guidance on the accounting for planned major maintenance activities and permits four alternative methods of accounting for such activities. This guidance principally affects our accounting for periodic overhauls on our oceangoing vessels. Prior to January 1, 2007, we applied the accrue-in-advance method as prescribed by the Airline Guide, which required the accrual of estimated costs for the next scheduled overhaul over the period leading up to the overhaul. At that time, the actual cost of the overhaul is charged to the accrual, with any deficiency or excess charged or credited to expense. FSP AUG AIR-1 prohibits the use of the accrue-in-advance method and is effective for fiscal years beginning after December 15, 2006. The FSP must be applied retrospectively to the beginning of the earliest period presented in the financial statements. We adopted FSP AUG AIR-1 as of January 1, 2007 using the deferral method as prescribed by the Airline Guide. Under the deferral method, the actual cost of each overhaul is capitalized and amortized to the next overhaul. We estimate that the retrospective application using the deferral method will result in the following changes to the January 1, 2005 Consolidated Balance Sheet: an increase in noncurrent assets of $1.2 million; a decrease in current liabilities of $7.0 million; a decrease in deferred tax assets of $2.6 million; and an increase in retained earnings of $5.6 million. The retrospective application of FSP AUG AIR-1 will not have a material effect on our 2005 and 2006 Consolidated Statements of Earnings. Furthermore, the adoption of FSP AUG AIR-1 will not have a material effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (FAS 157), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 applies whenever other accounting standards require or permit assets or liabilities to be measured at fair value; accordingly, it does not expand the use of fair value in any new circumstances. Fair value under FAS 157 is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability. In support of this principle, the standard establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data; for example, a reporting entity’s own data. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. FAS 157 is effective for fiscal years beginning after November 15, 2007; we expect to adopt FAS 157 as of January 1, 2008.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108), which provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. Two approaches are commonly used to evaluate the materiality of misstatements or errors in financial statements: the rollover, also known as the current-period or income-statement approach, and the iron curtain, also known as the cumulative or balance-sheet approach. The rollover approach quantifies a misstatement based on the amount of the error originating in the current-period income statement. This approach could allow balance sheet items to grow each year by immaterial amounts, until the cumulative error becomes material. The iron curtain approach quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the current period. This approach does not consider the income statement effects of correcting prior year misstatements in the current year to be errors. The reliance on only one of these approaches, to the exclusion of the other, does not appropriately quantify all misstatements that could be material to financial

Vulcan Materials Company and Subsidiary Companies            31

Management’s Discussion and Analysis of Financial Condition and Results of Operations

statement users. Accordingly, SAB 108 will require quantification of financial statement errors based on the effects of the error on each of a company’s financial statements and the related financial statement disclosures. This model is commonly referred to as a dual approach because it essentially requires quantification of errors under both the iron curtain and the rollover approaches. From a transition perspective, SAB 108 permits companies to record the cumulative effect of initially applying the dual approach in the first year ending after November 15, 2006 by recording any necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The adoption of SAB 108 had no effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FAS 158). FAS 158 requires an employer to recognize the overfunded or underfunded status of a postretirement benefit plan as an asset or liability in its balance sheet, recognize changes in funded status in the year in which the changes occur through comprehensive income and measure the plan assets and benefit obligations as of the date of its year-end balance sheet. The funded status of a benefit plan is measured as the difference between the fair value of plan assets and the projected benefit obligation for pension plans or the accumulated postretirement benefit obligation for other postretirement benefit plans. Prior to the effective date of FAS 158, information about the overfunded or underfunded status of benefit plans was disclosed in the notes to the financial statements. Under FAS 158, an employer is required to recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions” (FAS 87), or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FAS 106). Prior to the effective date of FAS 158, the recognition of these gains or losses and prior service costs or credits was delayed, and such amounts were presented in the notes to the financial statements as a reconciling difference between the funded status of a benefit plan and the amount recognized in an employer’s balance sheet. Amounts recognized in accumulated other comprehensive income pursuant to FAS 158 will be adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of FAS 87 and FAS 106.

The FAS 158 requirement to recognize the funded status of a benefit plan in an employer’s balance sheet was effective as of December 31, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end balance sheet is effective for fiscal years ending after December 15, 2008. Our December 31, 2006 adoption of the recognition provisions of FAS 158 resulted in an increase to our noncurrent prepaid pension asset of $8.9 million, an increase to our noncurrent pension and postretirement liabilities of $11.8 million, an increase to deferred tax assets of $1.1 million and a charge to the ending balance of accumulated other comprehensive income of $1.8 million, net of tax. The adoption of the recognition provisions of FAS 158 had no impact on our results of operations or cash flows for the year ended December 31, 2006. We are currently evaluating the timing of our adoption of the measurement date provisions of FAS 158 and the estimated impact such adoption will have on our financial statements.

Critical Accounting Policies

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in Note 1 to the consolidated financial statements on pages 44 through 51. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates.

We believe the following critical accounting policies require the most significant judgments and estimates used in the preparation of our consolidated financial statements.

ECU Earn-out

In connection with the June 2005 sale of our Chemicals business, as described in Note 2 to the consolidated financial statements, we entered into two separate earn-out agreements that require the purchaser (Basic Chemicals) to make future payments subject to certain conditions. One of these earn-out agreements (the ECU earn-out) is based on ECU (electrochemical unit) and natural gas prices during the five-year period beginning July 1, 2005, and qualifies as a derivative financial instrument under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (FAS 133). The ECU earn-out is payable annually and is capped at $150 million.

FAS 133 requires all derivatives to be recognized on the balance sheet and measured at fair value. The fair value of the ECU earn-out is adjusted quarterly based on expected future cash flows. We have not designated the ECU earn-out as a hedging instrument and, accordingly, gains and losses resulting from changes in the fair value, if any, are recognized in current earnings. Pursuant to the Securities and Exchange Commission Staff Accounting Bulletin Topic 5:Z:5, “Classification and Disclosure of Contingencies Relating to Discontinued Operations” (SAB Topic 5:Z:5), changes in fair value are recorded within continuing operations. The carrying amount (fair value) of the ECU earn-out is classified in the accompanying Consolidated Balance Sheets as current (less than one year) or long term (longer than one year) based on our expectation of the timing of future cash flows. The current and long-term portions are reflected in accounts and notes receivable – other and other noncurrent assets, respectively, in our accompanying Consolidated Balance Sheets. Cash receipts from the ECU earn-out totaled $127.9 million in 2006, and the fair value of the ECU earn-out was $20.2 million and $119.4 million at December 31, 2006 and 2005, respectively.

The discounted cash flow model utilized to determine the fair value of the ECU earn-out requires significant estimates and judgments as described hereafter. An ECU is defined as the price of one short ton of chlorine plus the price of 1.1 short tons of caustic soda. The expected future prices for an ECU and

32 Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

natural gas are critical variables in the discounted cash flow model. Our estimates of these variables are derived from industry ECU pricing and current natural gas futures contracts. Differences between expected future prices and actual results could materially affect the fair value of the ECU earn-out. In addition, significant judgment is required to assess the likelihood of the amounts and timing of each possible outcome. Future estimates of the ECU earn-out’s fair value could vary from period to period. Further, there can be no assurance as to the future amount received under this earn-out, if any. Additional disclosures regarding the ECU earn-out are presented in Notes 2 and 5 to the consolidated financial statements.

Impairment of Long-lived Assets Excluding Goodwill

We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, a loss is recognized equal to the amount by which the carrying value exceeds the fair value of the long-lived assets. Our estimate of net future cash flows is based on historical experience and assumptions of future trends, which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.

Reclamation Costs

Reclamation costs resulting from the normal use of long-lived assets are recognized over the period the asset is in use only if there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from the normal use under a mineral lease are recognized over the lease term only if there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.

In determining the fair value of the obligation, we estimate the cost for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is then discounted to fair value using present value techniques with a credit-adjusted, risk-free rate commensurate with the estimated years to settlement.

In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.

Reclamation obligations are reviewed at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date.

Examples of events that would trigger a change in the cost include a new reclamation law or amendment of an existing mineral lease. Examples of events that would trigger a change in the estimated settlement date include the acquisition of additional reserves or the closure of a facility.

For additional information regarding reclamation obligations (commonly known as asset retirement obligations), see Note 17 to the consolidated financial statements.

Pension and Other Postretirement Benefits

We follow the guidance of FAS 87, FAS 106 and FAS 158 when accounting for pension and postretirement benefits. Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. The provisions of FAS 87 and FAS 106 provide for the delayed recognition of differences between actual results and expected or estimated results. This delayed recognition of actual results allows for a smoothed recognition in earnings of changes in benefit obligations and plan performance over the working lives of the employees who benefit under the plans. FAS 158 (see page 32 for a detailed description), partially supersedes the delayed recognition principles of FAS 87 and FAS 106 by requiring that differences between actual results and expected or estimated results be recognized in full in other comprehensive income. Amounts recognized in other comprehensive income pursuant to FAS 158 are reclassified to earnings in accordance with the recognition principles of FAS 87 and FAS 106. The primary assumptions are as follows:

• Discount Rate – The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.

• Expected Return on Plan Assets – We project the future return on plan assets based principally on prior performance and our expectations for future returns for the types of investments held by the plan as well as the expected long-term asset allocation of the plan. These projected returns reduce the recorded net benefit costs.

• Rate of Compensation Increase – For salary-related plans only, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.

• Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits – We project the expected increases in the cost of covered healthcare benefits.

Beginning in 2005, we accelerated the date for actuarial measurement of our pension and other postretirement benefit obligations from December 31 to November 30.

During 2006, we reviewed our assumptions related to the discount rate, the expected return on plan assets, the rate of compensation increase (for salary-related plans) and the rate of increase in the per capita cost of covered healthcare benefits. We consult with our actuaries and investment advisors, as appropriate, when selecting these assumptions.

Vulcan Materials Company and Subsidiary Companies 33

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In selecting the discount rate, we consider fixed-income security yields, specifically high-quality bonds. At November 30, 2006, the discount rate for our plans decreased to 5.70% from 5.75% at November 30, 2005 for purposes of determining our liability under FAS 87 (pensions) and remained 5.50% for purposes of determining our liability under FAS 106 (other postretirement benefits). An analysis of the duration of plan liabilities and the yields for corresponding high-quality bonds is used in the selection of the discount rate.

In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan as well as the expected long-term allocation of plan assets to these investments. At November 30, 2006, the expected return on plan assets remained 8.25%.

In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates. At November 30, 2006, the inflation component of the assumed rate of compensation remained 2.25%. In addition, based on future expectations of merit and productivity increases, the weighted-average component of the salary increase assumption remained 2.50%.

In selecting the rate of increase in the per capita cost of covered healthcare benefits, we consider past performance and forecasts of future healthcare cost trends. At November 30, 2006, our assumed rate of increase in the per capita cost of covered healthcare benefits increased to 9.0% for 2007, decreasing 1.0% per year until reaching 5.0% in 2011 and remaining level thereafter.

Changes to the assumptions listed above would have an impact on the projected benefit obligations, the accrued other postretirement benefit liabilities, and the annual net periodic pension and other postretirement benefit cost. The following table reflects the sensitivities associated with a hypothetical change in certain assumptions (in millions of dollars):

	(Favorable) Unfavorable
	0.5% Increase						0.5% Decrease
	Increase (Decrease)			Increase (Decrease)			Increase (Decrease)			Increase (Decrease)
	in Benefit Obligation			in Benefit Cost			in Benefit Obligation			in Benefit Cost
Actuarial Assumptions
Discount rate:
Pension	$	(38.3	)	$	(2.4	)	$	42.6		$	2.8
Other postretirement benefits		(3.7	)		(0.2	)		4.0			0.2
Expected return on plan assets	not applicable				(2.7	)	not applicable				2.7
Rate of compensation increase (for salary-related plans)		9.1			1.3			(8.0	)		(1.3	)
Rate of increase in the per capita cost of covered healthcare benefits		4.4			0.7			(3.9	)		(0.6	)

As of the November 30, 2006 measurement date, the pension plans’ fair value of assets increased from $557.0 million to $611.1 million due primarily to favorable investment returns. Earnings on assets above or below the expected return are reflected in the calculation of pension expense through the calculation of the “market-related value,” which recognizes changes in fair value averaged on a systematic basis over five years.

As a result of the June 2005 sale of our Chemicals business, as described in Note 2 to the consolidated financial statements, during 2006, we recognized a settlement charge of $0.8 million representing an acceleration of unrecognized losses due to lump-sum payments to certain retirees from our former Chemicals business. Additionally, during 2005 we recognized an acceleration of a portion of the current unrecognized prior service cost of $1.5 million (curtailment loss) for the pension plans and a benefit of $0.2 million (curtailment gain) for the postretirement medical and life insurance plans in accordance with SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (FAS 88). In addition, we granted special termination benefits in relation to the divestiture, including immediate vesting of pension benefits and an extension of eligibility for enhanced early retirement pension benefits and postretirement medical benefits. These benefits have been treated as special termination benefits under FAS 88 and resulted in one-time, noncash charges during 2005 of $5.6 million for the pension plans and $0.8 million for the postretirement medical plans. For 2005, the divestiture reduced our pension and other postretirement benefits expense by approximately $2.1 million and $1.6 million, respectively. As a result of the divestiture, our future pension and postretirement obligations referable to the divested operations were reduced as of December 31, 2005 by approximately $18.2 million and $19.6 million, respectively.

During 2007, we expect to recognize net periodic pension expense of approximately $8.6 million and net periodic postretirement costs of approximately $9.5 million compared with $9.3 million and $8.7 million, respectively, in 2006. This expectation is based on changes to our actuarial assumptions for discount rate, expected return on plan assets and rate of compensation increase, as well as other actuarial gains and losses. Normal cash payments made for pension benefits in 2007 under the unfunded plans are estimated at $1.6 million. We expect to make no contributions to the funded pension plans during 2007.

The Pension Protection Act of 2006 (PPA), enacted on August 17, 2006, significantly changes the funding requirements after 2007 for single-employer defined benefit pension plans, among other provisions. Funding requirements

34 Vulcan Materials Company and Subsidiary Companies

Management’s Discussion and Analysis of Financial Condition and Results of Operations

under the PPA will largely be based on a plan’s funded status, with faster amortization of any shortfalls or surpluses. We do not believe this new legislation will have a material impact on the funding requirements of our defined benefit pension plans during 2008.

For additional information regarding pension and other postretirement benefits, see Note 10 to the consolidated financial statements.

Environmental Compliance

We incur environmental compliance costs, which include maintenance and operating costs for pollution control facilities, the cost of ongoing monitoring programs, the cost of remediation efforts and other similar costs. Environmental expenditures that pertain to current operations or that relate to future revenues are expensed or capitalized consistent with our capitalization policy. Expenditures that relate to an existing condition caused by past operations that do not contribute to future revenues are expensed. Costs associated with environmental assessments and remediation efforts are accrued when management determines that a liability is probable and the cost can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. As of December 31, 2006 the spread between the minimum and maximum loss in the range was $8.3 million. Accrual amounts may be based on engineering cost estimations, recommendations of third-party consultants, or costs associated with past compliance efforts that were similar in nature and scope. Our Safety, Health and Environmental Affairs Management Committee reviews cost estimates, including key assumptions, for accruing environmental compliance costs; however, a number of factors, including adverse agency rulings and encountering unanticipated conditions as remediation efforts progress, may cause actual results to differ materially from accrued costs.

Claims and Litigation Including Self-insurance

We are involved with claims and litigation, including items covered under our self-insurance program. We are self-insured for losses related to workers’ compensation up to $2.0 million per occurrence, and automotive and general/ product liability up to $3.0 million per occurrence. We have excess coverage on a per occurrence basis beyond these deductible levels.

Under our self-insurance program, we aggregate certain claims and litigation costs that are reasonably predictable based on our historical loss experience and accrue losses, including future legal defense costs, based on actuarial studies. Certain claims and litigation costs due to their unique nature are not included in our actuarial studies. We use both internal and outside legal counsel to assess the probability of loss, and establish an accrual when the claims and litigation represent a probable loss and the cost can be reasonably estimated. Legal defense costs are accrued when incurred. Accrued liabilities under our self-insurance program were $45.2 million, $42.5 million and $45.6 million as of December 31, 2006, 2005 and 2004, respectively. Accrued liabilities for self-insurance reserves as of December 31, 2006 were discounted at 3.56%. As of December 31, 2006, the undiscounted amount was $49.2 million as compared with the discounted liability of $45.2 million. Expected payments (undiscounted) for the next five years are projected as follows: 2007, $19.5 million; 2008, $8.2 million; 2009, $6.3 million; 2010, $4.4 million; and 2011, $3.1 million.

Significant judgment is used in determining the timing and amount of the accruals for probable losses, and the actual liability could differ materially from the accrued amounts.

Income Taxes

Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, we estimate the annual tax rate based on projected taxable income for the full year and record a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.

In accordance with SFAS No. 109, “Accounting for Income Taxes,” we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns for which we have already properly recorded the tax benefit in the income statement. At least quarterly, we assess the likelihood that the deferred tax asset balance will be recovered from future taxable income. We take into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of a realization of a deferred tax asset. To the extent recovery is unlikely, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the year such determination is made.

APB Opinion No. 23, “Accounting for Income Taxes, Special Areas,” does not require U.S. income taxes to be provided on foreign earnings when such earnings are indefinitely reinvested offshore. We periodically evaluate our investment strategies with respect to each foreign tax jurisdiction in which we operate to determine whether foreign earnings will be indefinitely reinvested offshore and, accordingly, whether U.S. income taxes should be provided when such earnings are recorded.

We establish accruals for certain tax contingencies when, despite the belief that our tax return positions are fully supported, we believe that certain positions are likely to be challenged and it is probable that our positions will not be fully sustained. The methodology utilized in establishing our tax contingency accrual involves estimating the risk to each exposure item and accruing at the appropriate amount. The tax contingency accruals are adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of tax contingency accruals and subsequent adjustments as considered appropriate by management.

A number of years may elapse before a particular matter for which we have recorded a contingent liability is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. In the United States, the

Vulcan Materials Company and Subsidiary Companies 35

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Internal Revenue Service concluded an audit of our 2002 and 2003 tax years in the fourth quarter of 2006. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our tax contingency accruals are adequate to address known tax contingencies. Favorable resolution of such contingencies could be recognized as a reduction in our effective tax rate in the period of resolution. Unfavorable settlement of any particular issue could increase the effective tax rate and may require the use of cash in the period of resolution. As of December 31, 2006, the accrual for tax contingencies was $9.5 million. Our tax contingency accruals are presented in the balance sheet within current liabilities.

Our largest permanent item in computing both our effective tax rate and taxable income is the deduction allowed for percentage depletion. The impact of percentage depletion on the effective tax rate is reflected in Note 9 to the consolidated financial statements. The deduction for percentage depletion does not necessarily change proportionately to changes in pretax earnings. Due to the magnitude of the impact of percentage depletion on our effective tax rate and taxable income, a significant portion of the financial reporting risk is related to this estimate.

The American Jobs Creation Act of 2004 created a new deduction for certain domestic production activities as described in Section 199 of the Internal Revenue Code. Generally and subject to certain limitations, the deduction is set at 3% for 2005 and 2006, increases to 6% in 2007 through 2009 and reaches 9% in 2010 and thereafter. The estimated impact of this deduction on the 2006 and 2005 effective tax rates is reflected in Note 9 of the consolidated financial statements.

Special Note Regarding Forward-looking Information

Our disclosures and analyses in this report contain forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. Specifically, forward-looking statements are set forth in the “Looking Forward” section of the Letter to Shareholders and the section of Management’s Discussion and Analysis entitled “2007 Outlook.” Whenever possible, we have identified these forward-looking statements by words such as “anticipate,” “may,” “believe,” “estimate,” “project,” “expect,” “intend” and words of similar import. Forward-looking statements involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to, those associated with general economic and business conditions; changes in interest rates; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for residential and private nonresidential construction; the highly competitive nature of the construction materials industry; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing healthcare costs; the timing and amount of any future payments to be received under two earn-outs contained in the agreement for the divestiture of our Chemicals business; our ability to manage and successfully integrate acquisitions; and other assumptions, risks and uncertainties set forth in our Annual Report on Form 10-K. We undertake no obligation to publicly update any forward-looking statements, as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our future filings with the Securities and Exchange Commission or in any of our press releases.

36 Vulcan Materials Company and Subsidiary Companies

Management’s Report on Internal Control Over Financial Reporting

The Shareholders of Vulcan Materials Company:

Vulcan Materials Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Under management’s supervision, an evaluation of the design and effectiveness of Vulcan Materials Company’s internal control over financial reporting was conducted based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that Vulcan Materials Company’s internal control over financial reporting was effective as of December 31, 2006.

Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of Vulcan Materials Company’s consolidated financial statements, has issued an attestation report on management’s assessment of the effectiveness of Vulcan Materials Company’s internal control over financial reporting as of December 31, 2006. Deloitte & Touche LLP’s report, which expresses unqualified opinions on management’s assessment and on the effectiveness of Vulcan Materials Company’s internal control over financial reporting, is included herein.

Donald M. James	Daniel F. Sansone
Chairman and	Senior Vice President,
Chief Executive Officer	Chief Financial Officer
February 26, 2007

Vulcan Materials Company and Subsidiary Companies 37

Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting

The Board of Directors and Shareholders of Vulcan Materials Company:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Vulcan Materials Company and its subsidiary companies (the “Company”) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment about the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006 is fairly stated, in all material respects, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2006 of the Company and our report dated February 26, 2007 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph concerning the adoption of SFAS 123(R), “Share-Based Payment;” SFAS 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R);” and EITF Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry.”

Birmingham, Alabama
February 26, 2007

38 Vulcan Materials Company and Subsidiary Companies

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements

The Board of Directors and Shareholders of Vulcan Materials Company:

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and its subsidiary companies (the “Company”) as of December 31, 2006, 2005 and 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). 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 as of December 31, 2006, 2005 and 2004, 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 1 to the consolidated financial statements, during 2006, the Company adopted SFAS 123(R), “Share-Based Payment;” SFAS 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R);” and EITF Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry.”

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Birmingham, Alabama
February 26, 2007

Vulcan Materials Company and Subsidiary Companies      39

Consolidated Statements of Earnings

For the years ended December 31	2006			2005			2004
Amounts and shares in thousands, except per share data
Net sales	$	3,041,093		$	2,614,965		$	2,213,160
Delivery revenues		301,382			280,362			241,175
Total revenues		3,342,475			2,895,327			2,454,335
Cost of goods sold		2,109,099			1,906,489			1,630,487
Delivery costs		301,382			280,362			241,175
Cost of revenues		2,410,481			2,186,851			1,871,662
Gross profit		931,994			708,476			582,673
Selling, administrative and general expenses		264,396			232,531			196,352
Gain on sale of property, plant and equipment, net		5,557			8,295			23,801
Other operating (income) expense, net		(21,904	)		7,862			8,189
Operating earnings		695,059			476,378			401,933
Other income, net		28,541			24,378			8,314
Interest income		6,171			16,627			5,599
Interest expense		26,310			37,146			40,280
Earnings from continuing operations before income taxes		703,461			480,237			375,566
Provision for income taxes
Current		221,094			132,250			107,200
Deferred		4,869			4,152			7,153
Total provision for income taxes		225,963			136,402			114,353
Earnings from continuing operations		477,498			343,835			261,213
Discontinued operations (Note 2)
Earnings (loss) from results of discontinued operations		(16,624	)		83,683			48,839
Minority interest in earnings of a consolidated subsidiary		—			(11,232	)		(9,037	)
Income tax benefit (provision)		6,660			(27,529	)		(13,630	)
Earnings (loss) on discontinued operations, net of income taxes		(9,964	)		44,922			26,172
Net earnings	$	467,534		$	388,757		$	287,385
Basic earnings (loss) per share
Earnings from continuing operations	$	4.89		$	3.37		$	2.55
Discontinued operations	$	(0.10	)	$	0.43		$	0.26
Net earnings per share	$	4.79		$	3.80		$	2.81
Diluted earnings (loss) per share
Earnings from continuing operations	$	4.79		$	3.30		$	2.52
Discontinued operations	$	(0.10	)	$	0.43		$	0.25
Net earnings per share	$	4.69		$	3.73		$	2.77
Dividends declared per share	$	1.48		$	1.16		$	1.04
Weighted-average common shares outstanding		97,577			102,179			102,447
Weighted-average common shares outstanding, assuming dilution		99,777			104,085			103,664

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

40     Vulcan Materials Company and Subsidiary Companies

Consolidated Balance Sheets

As of December 31	2006			2005			2004
Amounts and shares in thousands, except per share data
Assets
Current assets
Cash and cash equivalents	$	55,230		$	275,138		$	271,450
Medium-term investments		—			175,140			179,210
Accounts and notes receivable
Customers, less allowance for doubtful accounts:
2006 – $3,355; 2005 – $4,277; 2004 – $5,196		344,114			329,299			268,719
Other		47,346			147,071			12,894
Inventories		243,537			197,752			177,184
Deferred income taxes		25,764			23,184			34,433
Prepaid expenses		15,388			17,138			15,846
Assets held for sale		—			—			458,223
Total current assets		731,379			1,164,722			1,417,959
Investments and long-term receivables		6,664			6,942			7,226
Property, plant and equipment, net		1,869,114			1,603,967			1,536,493
Goodwill		620,189			617,083			600,181
Other assets		196,879			196,170			103,274
Total assets	$	3,424,225		$	3,588,884		$	3,665,133
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt	$	630		$	272,067		$	3,226
Short-term borrowings		198,900			—			—
Trade payables and accruals		154,215			142,221			95,312
Accrued salaries, wages and management incentives		74,084			68,544			45,355
Accrued interest		4,671			10,691			10,740
Current portion of income taxes		11,980			37,870			40,830
Other accrued liabilities		49,207			47,621			42,791
Liabilities of assets held for sale		—			—			188,435
Total current liabilities		493,687			579,014			426,689
Long-term debt		322,064			323,392			604,522
Deferred income taxes		287,905			275,065			348,613
Deferred management incentive and other compensation		69,966			61,779			55,108
Other postretirement benefits		85,308			69,537			70,646
Asset retirement obligations		114,829			105,774			90,906
Noncurrent self-insurance reserve		33,519			31,616			33,291
Other noncurrent liabilities		15,836			16,166			21,383
Total liabilities		1,423,114			1,462,343			1,651,158
Other commitments and contingencies (Note 12)
Shareholders’ equity
Common stock, $1 par value – 139,705 shares issued as of 2006, 2005 and 2004		139,705			139,705			139,705
Capital in excess of par value		191,695			136,675			76,222
Retained earnings		2,972,738			2,637,427			2,366,915
Accumulated other comprehensive loss		(4,953	)		(2,213	)		(1,309	)
Treasury stock at cost		(1,298,074	)		(785,053	)		(567,558	)
Total shareholders’ equity		2,001,111			2,126,541			2,013,975
Total liabilities and shareholders’ equity	$	3,424,225		$	3,588,884		$	3,665,133

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Vulcan Materials Company and Subsidiary Companies     41

Consolidated Statements of Cash Flows

For the years ended December 31
Amounts in thousands	2006			2005			2004
Operating Activities
Net earnings	$	467,534		$	388,757		$	287,385
Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation, depletion, accretion and amortization		224,696			220,956			245,050
Net gain on sale of property, plant and equipment		(5,557	)		(9,414	)		(23,973	)
Net gain on sale of contractual rights		(24,841	)		—			—
Contributions to pension plans		(1,433	)		(29,100	)		(7,327	)
Share-based compensation		14,352			17,170			4,212
(Increase) decrease in assets before initial effects of business acquisitions and dispositions
Accounts and notes receivable		(56,599	)		(64,782	)		(14,876	)
Inventories		(28,552	)		(6,210	)		5,815
Deferred income taxes		(2,580	)		11,249			(75	)
Prepaid expenses		1,801			(1,291	)		(1,827	)
Customer long-term receivables		—			—			108
Other assets		13,686			(53,971	)		(5,384	)
Increase (decrease) in liabilities before initial effects of business acquisitions and dispositions
Accrued interest and income taxes		(35,806	)		(3,008	)		16,766
Trade payables and other accruals		881			41,510			9,482
Deferred income taxes		14,544			(73,585	)		11,334
Other noncurrent liabilities		(1,602	)		41,066			49,351
Other, net		(1,175	)		(6,163	)		4,574
Net cash provided by operating activities		579,349			473,184			580,615
Investing Activities
Purchases of property, plant and equipment		(435,207	)		(215,646	)		(203,800	)
Proceeds from sale of property, plant and equipment		7,918			10,629			48,377
Proceeds from sale of contractual rights, net of cash transaction fees		24,849			—			—
Proceeds from sale of Chemicals business, net of cash transaction fees		141,916			209,254			—
Payment for minority partner’s interest in consolidated Chemicals joint venture		—			(65,172	)		—
Payment for businesses acquired, net of acquired cash		(20,531	)		(93,965	)		(34,555	)
Purchases of medium-term investments		—			(313,490	)		(378,463	)
Proceeds from sales and maturities of medium-term investments		175,140			317,560			473,147
Change in investments and long-term receivables		304			596			789
Other, net		604			1,062			—
Net cash used for investing activities		(105,007	)		(149,172	)		(94,505	)
Financing Activities
Net short-term borrowings (payments)		198,900			—			(29,000	)
Payment of short-term debt and current maturities		(272,532	)		(3,350	)		(249,794	)
Payment of long-term debt		—			(8,253	)		(195	)
Purchases of common stock		(522,801	)		(228,479	)		—
Dividends paid		(144,082	)		(118,229	)		(106,331	)
Proceeds from exercise of stock options		28,889			37,940			21,508
Excess tax benefits from exercise of stock options		17,376			—			—
Other, net		—			47			1,383
Net cash used for financing activities		(694,250	)		(320,324	)		(362,429	)
Net (decrease) increase in cash and cash equivalents		(219,908	)		3,688			123,681
Cash and cash equivalents at beginning of year		275,138			271,450			147,769
Cash and cash equivalents at end of year	$	55,230		$	275,138		$	271,450

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

42       Vulcan Materials Company and Subsidiary Companies

Consolidated Statements of Shareholders’ Equity

For the years ended December 31	2006						2005						2004
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 2006, 2005 and 2004
Issued at beginning of year		139,705		$	139,705			139,705		$	139,705			139,705		$	139,705
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					136,675						76,222						49,664
Issuances of stock under share-based compensation plans					22,915						27,996						15,032
Share-based compensation expense					14,352						17,170						4,212
Excess tax benefits from exercise of stock options					17,376						15,287						7,314
Accrued dividends on share-based compensation awards					377						—						—
Balance at end of year					191,695						136,675						76,222
Retained earnings
Balance at beginning of year					2,637,427						2,366,915						2,185,839
Cumulative effect of accounting change (Note 18)					12,236						—						—
Balance at beginning of year adjusted for accounting change					2,649,663						2,366,915						2,185,839
Net earnings					467,534						388,757						287,385
Cash dividends on common stock					(144,082	)					(118,229	)					(106,331	)
Accrued dividends on share-based compensation awards					(377	)					—						—
Other					—						(16	)					22
Balance at end of year					2,972,738						2,637,427						2,366,915
Accumulated other comprehensive (loss) income, net of taxes
Balance at beginning of year					(2,213	)					(1,309	)					2,649
Fair value adjustment to cash flow hedges, net of reclassification adjustment					75						62						(2,711	)
Minimum pension liability adjustment					(1,027	)					(966	)					(1,247	)
Balance at end of year before adjustment for initial effects of FAS 158					(3,165	)					(2,213	)					(1,309	)
Adjustment for initial effects of FAS 158, funded status of pension and postretirement benefit plans (Note 1)					(1,788	)					—						—
Balance at end of year					(4,953	)					(2,213	)					(1,309	)
Common stock held in treasury
Balance at beginning of year		(39,379	)		(785,053	)		(37,046	)		(567,558	)		(37,894	)		(575,021	)
Purchase of common shares		(6,757	)		(522,801	)		(3,589	)		(228,479	)		—			—
Issuances of stock under share-based compensation plans		1,037			9,780			1,256			10,984			848			7,463
Balance at end of year		(45,099	)		(1,298,074	)		(39,379	)		(785,053	)		(37,046	)		(567,558	)
Total				$	2,001,111					$	2,126,541					$	2,013,975
Comprehensive income
Net earnings				$	467,534					$	388,757					$	287,385
Other comprehensive loss					(952	)					(904	)					(3,958	)
Total comprehensive income				$	466,582					$	387,853					$	283,427

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Vulcan Materials Company and Subsidiary Companies       43

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Accounting Policies

Nature of Operations

Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation’s largest producer of construction aggregates, primarily crushed stone, sand and gravel; and a major producer of asphalt mix and concrete. See Note 15 for additional disclosure regarding nature of operations.

Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business have been presented as discontinued operations in the accompanying Consolidated Statements of Earnings. Additionally, as of December 31, 2004, the assets and liabilities of the Chemicals business are reported in the Consolidated Balance Sheets as assets held for sale and liabilities of assets held for sale, respectively.

Principles of Consolidation

The consolidated financial statements include the accounts of Vulcan Materials Company and all our majority or wholly owned subsidiary companies. All significant intercompany transactions and accounts have been eliminated in consolidation.

Cash Equivalents

We classify as cash equivalents all highly liquid securities with a maturity of three months or less at the time of purchase. The carrying amount of these securities approximates fair value due to their short-term maturities.

Medium-term Investments

Our medium-term investments consist of highly liquid securities with a contractual maturity in excess of three months at the time of purchase. We classify our medium-term investments as either available-for-sale or held-to-maturity. Investments classified as available-for-sale consist of variable rate demand obligations and are reported at fair value, which is equal to cost. Investments classified as held-to-maturity consist of fixed rate debt securities and are reported at cost. The reported values of these investments by major security type as of December 31 are summarized below (in thousands of dollars):

	2006		2005		2004
Bonds, notes and other securities:
Variable rate demand obligations	$	—	$	165,140	$	179,210
Other debt securities		—		10,000		—
Total	$	—	$	175,140	$	179,210

While the contractual maturities for the variable rate demand obligations noted above are generally long term (longer than one year), these securities have certain economic characteristics of current (less than one year) investments because of their rate-setting mechanisms. Therefore, all our medium-term investments as of December 31, 2005 and 2004 were classified as current assets based on our investing practices and intent.

Proceeds, gross realized gains and gross realized losses from sales and maturities of medium-term investments for the years ended December 31 are summarized below (in thousands of dollars):

	2006		2005		2004
Proceeds	$	175,140	$	317,560	$	473,147
Gross realized gains	insignificant		insignificant		insignificant
Gross realized losses	insignificant		insignificant		insignificant

There were no transfers from either the available-for-sale or held-to-maturity categories to the trading category during the three years ended December 31, 2006. There were no gross unrealized holding gains or losses related to medium-term investments classified as available-for-sale or held-to-maturity as of December 31, 2006, 2005 and 2004.

Accounts and Notes Receivable

Accounts and notes receivable from customers result from our extending credit to trade customers for the purchase of our products. The terms generally provide for payment within 30 days of being invoiced. On occasion, when necessary to conform to regional industry practices, we sell product under extended payment terms, which may result in either secured or unsecured short-term notes; or, on occasion, notes with durations of less than one year are taken in settlement of existing accounts receivable. Other accounts and notes receivable result from short-term transactions (less than one year) other than the sale of our products, such as interest receivable; insurance claims; freight claims; tax refund claims; bid deposits; rents receivable; etc. Additionally, as of December 31, 2006 and December 31, 2005, other accounts and notes receivable include the current portion of the contingent earn-out agreements referable to the Chemicals business sale as described in Note 2. Receivables are aged and appropriate allowances for doubtful accounts and bad debt expense are recorded.

44      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

Inventories

Inventories and supplies are stated at the lower of cost or market. We use the last-in, first-out (LIFO) method of valuation for most of our inventories because it results in a better matching of costs with revenues. Such costs include fuel, parts and supplies, raw materials, direct labor and production overhead. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on our estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. Substantially all operating supplies inventory is carried at average cost.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less 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.

Repair and Maintenance

Repair and maintenance costs generally are charged to operating expense as incurred. Renewals and betterments that add materially to the utility or useful lives of property, plant and equipment are capitalized and subsequently depreciated. Costs for planned major maintenance activities, primarily related to periodic overhauls on our oceangoing vessels, are accrued over the interim period between scheduled overhauls, generally no more than five years.

Depreciation, Depletion, Accretion and Amortization

Depreciation is computed by the straight-line method at rates based on the estimated service lives of the various classes of assets, which include machinery and equipment (3 to 30 years), buildings (7 to 20 years) and land improvements (7 to 20 years).

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

Accretion reflects the period-to-period increase in the carrying amount of the liability for asset retirement obligations. It is computed using the same credit-adjusted, risk-free rate used to initially measure the liability at fair value.

Leaseholds are amortized over varying periods not in excess of applicable lease terms or estimated useful life.

Amortization of intangible assets subject to amortization is computed based on the estimated life of the intangible assets.

Depreciation, depletion and amortization expense for assets held for sale ceased October 2004 upon our classification of the Chemicals business as discontinued operations. Depreciation, depletion, accretion and amortization expense for the years ended December 31 is outlined below (in thousands of dollars):

	2006		2005		2004
Depreciation
Continuing operations	$	207,521	$	205,195	$	196,760
Discontinued operations		19		21		34,031
Total	$	207,540	$	205,216	$	230,791
Depletion
Continuing operations	$	6,768	$	6,823	$	5,727
Discontinued operations		—		—		—
Total	$	6,768	$	6,823	$	5,727
Accretion
Continuing operations	$	5,499	$	4,826	$	4,345
Discontinued operations		—		447		1,030
Total	$	5,499	$	5,273	$	5,375
Amortization of Leaseholds and Capitalized Leases
Continuing operations	$	155	$	297	$	297
Discontinued operations		—		—		—
Total	$	155	$	297	$	297
Amortization of Intangibles
Continuing operations	$	4,734	$	3,347	$	2,860
Discontinued operations		—		—		—
Total	$	4,734	$	3,347	$	2,860
Total Depreciation, Depletion, Accretion and Amortization
Continuing operations	$	224,677	$	220,488	$	209,989
Discontinued operations		19		468		35,061
Total	$	224,696	$	220,956	$	245,050

Goodwill

Goodwill represents the excess of the cost of net assets acquired in business combinations over their fair value. Goodwill is reviewed for impairment annually, as of January 1, or more frequently if certain indicators arise in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” (FAS 142). Goodwill is tested for impairment on a reporting unit level, as defined by FAS 142. Currently we have seven reporting units composed of seven regional divisions. The carrying value of each reporting unit is determined by assigning assets and liabilities, including goodwill, to those reporting units as of the January 1 measurement date. Further, we determine the fair values of the reporting units using present value techniques. If an impairment review indicates that goodwill is impaired, a charge is recorded. There were no charges for goodwill impairment in the years ended December 31, 2006, 2005 and 2004.

Vulcan Materials Company and Subsidiary Companies      45

Notes to Consolidated Financial Statements

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2006, 2005 and 2004 are summarized below (in thousands of dollars):

	Construction
	Materials			Chemicals*		Total
Goodwill as of December 31, 2003	$	579,442		$	375	$	579,817
Goodwill of acquired businesses		20,739			—		20,739
Less goodwill as of December 31, 2004 classified as assets held for sale		—			375		375
Goodwill as of December 31, 2004	$	600,181		$	—	$	600,181
Goodwill of acquired businesses		18,836			—		18,836
Purchase price allocation adjustments		(1,934	)		—		(1,934	)
Goodwill as of December 31, 2005	$	617,083		$	—	$	617,083
Goodwill of acquired businesses**		8,800			—		8,800
Purchase price allocation adjustments		(5,694	)		—		(5,694	)
Goodwill as of December 31, 2006	$	620,189		$	—	$	620,189

*	Goodwill for the former Chemicals segment is classified as assets held for sale as of December 31, 2004.
**	The goodwill of acquired businesses for 2006 relates to the acquisitions listed in Note 19. We are currently evaluating the final purchase price allocation for some of these acquisitions; therefore, the goodwill amount is subject to change. When finalized, the goodwill from the 2006 acquisitions is expected to be fully deductible for income tax purposes.

Capitalization of Quarrying Costs

Certain large-scale projects, such as an opening to underground quarrying or a large overburden removal project for a new pit that uncover multiple years of reserves at normal production rates, may be subject to capitalization. If capitalized, these costs are amortized over the estimated life of the uncovered reserves based on a convention of 3, 8 or 10 years. Capitalized quarrying costs are reflected in the accompanying Consolidated Balance Sheets within the total for other assets. Capitalized quarrying costs at December 31 are as follows: 2006 – $5,633,000; 2005 – $7,232,000; and 2004 – $2,113,000.

Fair Value of Financial Instruments

The carrying values of our cash equivalents, medium-term investments, accounts and notes receivable, trade payables, accrued expenses and short-term borrowings approximate their fair values because of the short-term nature of these instruments. Additional fair value disclosures for derivative instruments and interest-bearing debt are presented in Notes 5 and 6, respectively.

Derivative Instruments Excluding ECU Earn-out

We previously used derivative instruments (interest rate swap agreements) to manage interest rate risk, and we previously used derivative instruments (primarily commodity swap and option contracts) to manage volatility related to natural gas prices in our discontinued operations – Chemicals business. We may periodically use derivative instruments to reduce our exposure to interest rate risk, currency exchange risk or price fluctuations on natural gas or other commodity energy sources subject to our risk management policies. We do not use derivative financial instruments for speculative or trading purposes. Additional disclosures regarding our derivative financial instruments are presented in Note 5.

ECU Earn-out

In connection with the June 2005 sale of our Chemicals business, as described in Note 2, we entered into two separate earn-out agreements that require the purchaser, Basic Chemicals Company, LLC (Basic Chemicals), to make future payments subject to certain conditions. One of these earn-out agreements (the ECU earn-out) is based on ECU (electrochemical unit) and natural gas prices during the five-year period beginning July 1, 2005, and qualifies as a derivative financial instrument under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (FAS 133). The ECU earn-out is payable annually and is capped at $150 million.

FAS 133 requires all derivatives to be recognized on the balance sheet and measured at fair value. The fair value of the ECU earn-out is adjusted quarterly based on expected future cash flows. We have not designated the ECU earn-out as a hedging instrument and, accordingly, gains and losses resulting from changes in the fair value, if any, are recognized in current earnings. Pursuant to the Securities and Exchange Commission Staff Accounting Bulletin Topic 5:Z:5, “Classification and Disclosure of Contingencies Relating to Discontinued Operations” (SAB Topic 5:Z:5), changes in fair value are recorded within continuing operations. The carrying amount (fair value) of the ECU earn-out is classified in the accompanying Consolidated Balance Sheets as current (less than one year) or long term (longer than one year) based on our expectation of the timing of future cash flows. The current and long-term portions are reflected in accounts and notes receivable – other and other noncurrent assets, respectively, in our accompanying Consolidated Balance Sheets. Cash receipts from the ECU earn-out totaled $127,859,000 in 2006, and the fair value of the ECU earn-out was $20,213,000 and $119,350,000 at December 31, 2006 and 2005, respectively.

The discounted cash flow model utilized to determine the fair value of the ECU earn-out requires significant estimates and judgments described hereafter. An ECU is defined as the price of one short ton of chlorine plus the price of 1.1 short tons of caustic soda. The expected future prices for an ECU and natural gas are critical variables in the discounted cash flow model. Our estimates of these variables are derived from industry ECU pricing and current natural gas futures contracts. Differences between expected future prices and

46      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

actual results could materially affect the fair value of the ECU earn-out. In addition, significant judgment is required to assess the likelihood of the amounts and timing of each possible outcome. Future estimates of the ECU earn-out’s fair value could vary from period to period. Further, there can be no assurance as to the future amount received under this earn-out, if any. Additional disclosures regarding the ECU earn-out are presented in Notes 2 and 5.

Impairment of Long-lived Assets Excluding Goodwill

We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, a loss is recognized equal to the amount by which the carrying value exceeds the fair value of the long-lived assets. Our estimate of net future cash flows is based on historical experience and assumptions of future trends, which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.

Revenue Recognition

Revenue is recognized at the time the sale price is fixed, the product’s title is transferred to the buyer and collectibility of the sales proceeds is reasonably assured. Total revenues include sales of products to customers, net of any discounts and taxes, and third-party delivery revenues billed to customers.

Stripping Costs

As a result of our January 1, 2006 adoption of Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (EITF 04-6), we changed our accounting policy for stripping costs.

In the mining industry, the costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs. Per EITF 04-6, stripping costs incurred during the production phase are considered costs of extracted minerals under a full absorption costing system, inventoried, and recognized in cost of sales in the same period as the revenue from the sale of the inventory. Additionally, capitalization of such costs would be appropriate only to the extent inventory exists at the end of a reporting period.

Prior to the adoption of EITF 04-6, we expensed stripping costs as incurred with only limited exceptions when specific criteria were met. For additional information regarding the adoption of EITF 04-6, see Note 18.

Other Costs

Costs are charged to earnings as incurred for the start-up of new plants and for normal recurring costs of mineral exploration and research and development. Research and development costs for continuing operations totaled $1,704,000 in 2006, $1,554,000 in 2005 and $1,341,000 in 2004.

Share-based Compensation

Our 1996 Long-term Incentive Plan expired effective May 1, 2006. Effective May 12, 2006, our shareholders approved the 2006 Omnibus Long-term Incentive Plan (Plan), which authorizes the granting of stock options and other types of share-based awards to key salaried employees and nonemployee directors. The maximum number of shares that may be issued under the Plan is 5,400,000.

Prior to January 1, 2006, we accounted for our share-based compensation awards under the intrinsic value recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations. Additionally, we complied with the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” (FAS 123) and SFAS No. 148, “Accounting for Stock-Based Compensation –Transition and Disclosure” (FAS 148). Under the provisions of these pronouncements, compensation expense for our share-based compensation awards was determined as follows. Compensation expense for deferred stock unit awards was based on the market value of our underlying common stock on the date of grant and was recognized in net earnings ratably over the 10-year maximum vesting life. Compensation expense for performance share awards was recognized over the 3-year term of the award and was adjusted each period based on internal financial performance measures, changes in the market value of our common stock, and total shareholder return versus a preselected comparison group. Generally, no compensation expense was recognized in net earnings for our stock option awards, as all options granted had an exercise price equal to the market value of our underlying common stock on the date of grant. Expense recognized for stock options in periods prior to our adoption of SFAS No. 123 (revised 2004), “Share-Based Payment” [FAS 123(R)], resulted from the accounting treatment required under the provisions of APB 25 for modifications to awards. These modifications were primarily for terminated Chemicals employees.

On January 1, 2006, we adopted the fair value recognition provisions of FAS 123(R) using the modified-prospective transition method. Under this transition method, compensation cost is recognized beginning with the effective date: (a) based on the requirements of FAS 123(R) for all share-based awards granted after the effective date and (b) based on the requirements of FAS 123 for all awards granted to employees prior to the effective date of FAS 123(R) that remain unvested on the effective date. Accordingly, we did not restate our results for prior periods. The most notable change with the adoption is that compensation expense associated with stock options is now recognized in our Consolidated Statements of Earnings, rather than being disclosed in a pro forma footnote to our consolidated financial statements. Additionally, prior to adoption, for pro forma and actual reporting, we recognized compensation cost for all share-based compensation awards over the nominal (stated) vesting period. We will continue to follow this nominal vesting period approach for awards granted prior to our January 1, 2006 adoption of FAS 123(R). For

Vulcan Materials Company and Subsidiary Companies      47

Notes to Consolidated Financial Statements

awards granted subsequent to our adoption of FAS 123(R), compensation cost will be recognized over the shorter of:

• the nominal vesting period or

• the period until the employee’s award becomes nonforfeitable upon reaching eligible retirement age under the terms of the award.

As a result of adopting FAS 123(R), for the year ended December 31, 2006, we recognized a pretax charge related to stock options of approximately $9.3 million, resulting in a decrease to earnings from continuing operations and net earnings of approximately $5.7 million, or $0.06 per both basic and diluted share.

We receive an income tax deduction for stock options equal to the excess of the market value of our common stock on the date of exercise over the stock option exercise price. Prior to the adoption of FAS 123(R), we presented the tax benefits from the exercise of stock options as a component of operating cash flows. FAS 123(R) requires the tax benefits resulting from tax deductions in excess of the compensation cost recognized (excess tax benefits) to be classified as financing cash flows. The $17,376,000 in excess tax benefits classified as financing cash inflows for the year ended December 31, 2006 in the accompanying Consolidated Statements of Cash Flows relates to the exercise of stock options and would have been classified as operating cash inflows if we had not adopted FAS 123(R).

A summary of unrecognized compensation expense as of December 31, 2006 related to share-based awards granted under our long-term incentive plans is presented below (in thousands of dollars):

	Unrecognized		Expected
	Compensation		Weighted-average
	Expense		Recognition (Years)
Deferred stock units	$	6,004		2.8
Performance shares		2,261		1.0
Stock options		9,995		1.3
Total/weighted-average	$	18,260		1.8

During the year ended December 31, 2006, we recognized pretax compensation expense related to our share-based compensation awards of $22,670,000 and related income tax benefits of $8,901,000. If share-based compensation expense for the years ended December 31, 2005 and 2004 had been determined and recorded based on the fair value method prescribed by FAS 123, which was superseded by FAS 123(R), our net earnings and net earnings per share would have been as follows (amounts in thousands, except per share data):

	2005			2004
Net earnings, as reported	$	388,757		$	287,385
Add: Total share-based employee compensation expense included in reported net earnings under intrinsic value based methods for all awards, net of related tax effects1		19,285			4,495
Deduct: Total share-based employee compensation expense determined under fair value based method for all awards (including $9,082 related to the December 2005 option grant), net of related tax effects2		(25,349	)		(8,767	)
Pro forma net earnings	$	382,693		$	283,113
Earnings per share:
Basic – as reported	$	3.80		$	2.81
Basic – pro forma	$	3.75		$	2.76
Diluted – as reported	$	3.73		$	2.77
Diluted – pro forma	$	3.69		$	2.74

1	Reflects compensation expense related to deferred stock units, stock option modifications primarily for terminated Chemicals employees and performance share awards.
2	Reflects compensation expense related to deferred stock units, stock options and performance share awards.

Since 1996, we have customarily granted long-term share-based incentive compensation awards for each calendar year in February of that year. In anticipation of our adoption of FAS 123(R), we granted stock option awards in December 2005 in lieu of long-term share-based incentive awards that would customarily have been made in February 2006. The stock options awarded in December 2005 were fully vested on the date of grant; however, shares obtained upon exercise of the options are restricted from sale until January 1, 2009. By granting fully vested stock option awards during December 2005, we reduced future compensation expense that we would otherwise have recognized in our Consolidated Statements of Earnings if these awards were granted during February 2006, after the effective date of FAS 123(R).

The exercise price of all the stock options awarded in December 2005 was equal to the market price of our underlying common stock on the date of grant; therefore, no compensation expense was recorded in the Consolidated Statements of Earnings in accordance with APB 25. Furthermore, since the stock options awarded in December 2005 were fully vested on the grant date, the pro forma expense referable to these options, which amounted to $9.1 million, net of tax, or $0.09 per diluted share, was included in our pro forma disclosure for 2005 above.

48      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

Reclamation Costs

Reclamation costs resulting from the normal use of long-lived assets are recognized over the period the asset is in use only if there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from the normal use under a mineral lease are recognized over the lease term only if there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.

In determining the fair value of the obligation, we estimate the cost for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is then discounted to fair value using present value techniques with a credit-adjusted, risk-free rate commensurate with the estimated years to settlement.

In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.

Reclamation obligations are reviewed at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment of an existing mineral lease. Examples of events that would trigger a change in the estimated settlement date include the acquisition of additional reserves or the closure of a facility.

For additional information regarding reclamation obligations (commonly known as asset retirement obligations), see Note 17.

Pension and Other Postretirement Benefits

We follow the guidance of SFAS No. 87, “Employers’ Accounting for Pensions” (FAS 87), SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FAS 106), and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FAS 158), when accounting for pension and postretirement benefits. Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. The provisions of FAS 87 and FAS 106 provide for the delayed recognition of differences between actual results and expected or estimated results. This delayed recognition of actual results allows for a smoothed recognition in earnings of changes in benefit obligations and plan performance over the working lives of the employees who benefit under the plans. FAS 158 (see page 52 for a detailed description), partially supersedes the delayed recognition principles of FAS 87 and FAS 106 by requiring that differences between actual results and expected or estimated results be recognized in full in other comprehensive income. Amounts recognized in other comprehensive income pursuant to FAS 158 are reclassified to earnings in accordance with the recognition principles of FAS 87 and FAS 106. The primary assumptions are as follows:

• Discount Rate – The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.

• Expected Return on Plan Assets – We project the future return on plan assets based principally on prior performance and our expectations for future returns for the types of investments held by the plan as well as the expected long-term asset allocation of the plan. These projected returns reduce the recorded net benefit costs.

• Rate of Compensation Increase – For salary-related plans only, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.

• Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits – We project the expected increases in the cost of covered healthcare benefits.

For additional information regarding pension and other postretirement benefits, see Note 10.

Environmental Compliance

We incur environmental compliance costs, which include maintenance and operating costs for pollution control facilities, the cost of ongoing monitoring programs, the cost of remediation efforts and other similar costs. Environmental expenditures that pertain to current operations or that relate to future revenues are expensed or capitalized consistent with our capitalization policy. Expenditures that relate to an existing condition caused by past operations that do not contribute to future revenues are expensed. Costs associated with environmental assessments and remediation efforts are accrued when management determines that a liability is probable and the cost can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. As of December 31, 2006, the spread between the minimum and maximum loss in the range was $8,273,000. Accrual amounts may be based on engineering cost estimations, recommendations of third-party consultants, or costs associated with past compliance efforts that were similar in nature and scope. Our Safety, Health and Environmental Affairs Management Committee reviews cost estimates, including key assumptions, for accruing environmental compliance costs; however, a number of factors, including adverse agency rulings and encountering unanticipated conditions as remediation efforts progress, may cause actual results to differ materially from accrued costs.

Vulcan Materials Company and Subsidiary Companies      49

Notes to Consolidated Financial Statements

Claims and Litigation Including Self-insurance

We are involved with claims and litigation, including items covered under our self-insurance program. We are self-insured for losses related to workers’ compensation up to $2,000,000 per occurrence, and automotive and general/product liability up to $3,000,000 per occurrence. We have excess coverage on a per occurrence basis beyond these deductible levels.

Under our self-insurance program, we aggregate certain claims and litigation costs that are reasonably predictable based on our historical loss experience and accrue losses, including future defense costs, based on actuarial studies. Certain claims and litigation costs due to their unique nature are not included in our actuarial studies. We use both internal and outside legal counsel to assess the probability of loss, and establish an accrual when the claims and litigation represent a probable loss and the cost can be reasonably estimated. Legal defense costs are accrued when incurred. Accrued liabilities under our self-insurance program were $45,197,000, $42,508,000 and $45,557,000 as of December 31, 2006, 2005 and 2004, respectively. Accrued liabilities for self-insurance reserves as of December 31, 2006 were discounted at 3.56%. As of December 31, 2006, the undiscounted amount was $49,193,000 as compared with the discounted liability of $45,197,000. Expected payments (undiscounted) for the next five years are projected as follows: 2007, $19,509,000; 2008, $8,248,000; 2009, $6,287,000; 2010, $4,433,000; and 2011, $3,062,000.

Significant judgment is used in determining the timing and amount of the accruals for probable losses, and the actual liability could differ materially from the accrued amounts.

Income Taxes

Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, we estimate the annual tax rate based on projected taxable income for the full year and record a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.

In accordance with SFAS No. 109, “Accounting for Income Taxes,” we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns for which we have already properly recorded the tax benefit in the income statement. At least quarterly, we assess the likelihood that the deferred tax asset balance will be recovered from future taxable income. We take into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of a realization of a deferred tax asset. To the extent recovery is unlikely, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the year such determination is made.

APB Opinion No. 23, “Accounting for Income Taxes, Special Areas,” does not require U.S. income taxes to be provided on foreign earnings when such earnings are indefinitely reinvested offshore. We periodically evaluate our investment strategies with respect to each foreign tax jurisdiction in which we operate to determine whether foreign earnings will be indefinitely reinvested offshore and, accordingly, whether U.S. income taxes should be provided when such earnings are recorded.

We establish accruals for certain tax contingencies when, despite the belief that our tax return positions are fully supported, we believe that certain positions are likely to be challenged and it is probable that our positions will not be fully sustained. The methodology utilized in establishing our tax contingency accrual involves estimating the risk to each exposure item and accruing at the appropriate amount. The tax contingency accruals are adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of tax contingency accruals and subsequent adjustments as considered appropriate by management.

A number of years may elapse before a particular matter for which we have recorded a contingent liability is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. In the United States, the Internal Revenue Service concluded an audit of our 2002 and 2003 tax years in the fourth quarter of 2006. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our tax contingency accruals are adequate to address known tax contingencies. Favorable resolution of such contingencies could be recognized as a reduction in our effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the effective tax rate and may require the use of cash in the period of resolution. As of December 31, 2006, the accrual for tax contingencies was $9,500,000. Our tax contingency accruals are presented in the balance sheet within current liabilities.

50      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

Our largest permanent item in computing both our effective tax rate and taxable income is the deduction allowed for percentage depletion. The impact of percentage depletion on the effective tax rate is reflected in Note 9. The deduction for percentage depletion does not necessarily change proportionately to changes in pretax earnings. Due to the magnitude of the impact of percentage depletion on our effective tax rate and taxable income, a significant portion of the financial reporting risk is related to this estimate.

The American Jobs Creation Act of 2004 created a new deduction for certain domestic production activities as described in Section 199 of the Internal Revenue Code. Generally and subject to certain limitations, the deduction is set at 3% for 2005 and 2006, increases to 6% in 2007 through 2009 and reaches 9% in 2010 and thereafter. The estimated impact of this new deduction on the 2006 and 2005 effective tax rates is reflected in Note 9.

Comprehensive Income

We report comprehensive income in our Consolidated Statements of Shareholders’ Equity. Comprehensive income includes charges and credits to equity from nonowner sources. Comprehensive income comprises two subsets: net earnings and other comprehensive income (loss). Historically, other comprehensive income (loss) includes fair value adjustments to cash flow hedges and minimum pension liability adjustments. Effective December 31, 2006, accumulated other comprehensive income includes actuarial gains or losses and prior service costs recognized in accordance with FAS 158.

Earnings Per Share (EPS)

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

	2006		2005		2004
Weighted-average common shares outstanding		97,577		102,179		102,447
Dilutive effect of:
Stock options		1,758		1,448		921
Other		442		458		296
Weighted-average common shares outstanding, assuming dilution		99,777		104,085		103,664

All dilutive common stock equivalents are reflected in our earnings per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for the years ended December 31 are as follows (in thousands of shares):

	2006		2005		2004
Antidilutive common stock equivalents		6		1,192		2

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes,” by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN 48, the financial statement effects of a tax position should initially be recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold should initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. FIN 48 is effective for fiscal years beginning after December 15, 2006; we adopted FIN 48 as of January 1, 2007. We do not expect the adoption of FIN 48 to have a material effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued FASB Staff Position (FSP) No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” (FSP AUG AIR-1). This FSP amends certain provisions in the American Institute of Certified Public Accountants Industry Audit Guide, “Audits of Airlines” (Airline Guide). The Airline Guide is the principal source of guidance on the accounting for planned major maintenance activities and permits four alternative methods of accounting for such activities. This guidance principally affects our accounting for periodic overhauls on our oceangoing vessels. Prior to January 1, 2007, we applied the accrue-in-advance method as prescribed by the Airline Guide, which required the accrual of estimated costs for the next scheduled overhaul over the period leading up to the overhaul. At that time, the actual cost of the overhaul is charged to the accrual, with any deficiency or excess charged or credited to expense. FSP AUG AIR-1 prohibits the use of the accrue-in-advance method and is effective for fiscal years beginning after December 15, 2006. The FSP must be applied retrospectively to the beginning of the earliest period presented in the financial statements. We adopted FSP AUG AIR-1 as of January 1, 2007 using the deferral method as prescribed by the Airline Guide.

Vulcan Materials Company and Subsidiary Companies      51

Notes to Consolidated Financial Statements

Under the deferral method, the actual cost of each overhaul is capitalized and amortized to the next overhaul. We estimate that the retrospective application using the deferral method will result in the following changes to the January 1, 2005 Consolidated Balance Sheet: an increase in noncurrent assets of $1,246,000; a decrease in current liabilities of $6,980,000; a decrease in deferred tax assets of $2,670,000; and an increase in retained earnings of $5,556,000. The retrospective application of FSP AUG AIR-1 will not have a material effect on our 2005 and 2006 Consolidated Statements of Earnings. Furthermore, the adoption of FSP AUG AIR-1 will not have a material effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (FAS 157), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 applies whenever other accounting standards require or permit assets or liabilities to be measured at fair value; accordingly, it does not expand the use of fair value in any new circumstances. Fair value under FAS 157 is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability. In support of this principle, the standard establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data; for example, a reporting entity’s own data. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. FAS 157 is effective for fiscal years beginning after November 15, 2007; we expect to adopt FAS 157 as of January 1, 2008.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108), which provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. Two approaches are commonly used to evaluate the materiality of misstatements or errors in financial statements: the rollover, also known as the current-period or income-statement approach, and the iron curtain, also known as the cumulative or balance-sheet approach. The rollover approach quantifies a misstatement based on the amount of the error originating in the current-period income statement. This approach could allow balance sheet items to grow each year by immaterial amounts, until the cumulative error becomes material. The iron curtain approach quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the current period. This approach does not consider the income statement effects of correcting prior year misstatements in the current year to be errors. The reliance on only one of these approaches, to the exclusion of the other, does not appropriately quantify all misstatements that could be material to financial statement users. Accordingly, SAB 108 will require quantification of financial statement errors based on the effects of the error on each of a company’s financial statements and the related financial statement disclosures. This model is commonly referred to as a dual approach because it essentially requires quantification of errors under both the iron curtain and the rollover approaches. From a transition perspective, SAB 108 permits companies to record the cumulative effect of initially applying the dual approach in the first year ending after November 15, 2006 by recording any necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The adoption of SAB 108 had no effect on our results of operations, financial position or liquidity.

In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FAS 158). FAS 158 requires an employer to recognize the overfunded or underfunded status of a postretirement benefit plan as an asset or liability in its balance sheet and to recognize changes in the funded status in the year in which the changes occur through comprehensive income and measure the plan assets and benefit obligations as of the date of its year-end balance sheet. The funded status of a benefit plan is measured as the difference between the fair value of plan assets and the projected benefit obligation for pension plans or the accumulated postretirement benefit obligation for other postretirement benefit plans. Prior to the effective date of FAS 158, information about the overfunded or under-funded status of benefit plans was disclosed in the notes to the financial statements. Under FAS 158, an employer is required to recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions” (FAS 87), or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FAS 106). Prior to the effective date of FAS 158, the recognition of these gains or losses and prior service costs or credits was delayed, and such amounts were presented in the notes to the financial statements as a reconciling difference between the funded status of a benefit plan and the amount recognized in an employer’s balance sheet. Amounts recognized in accumulated other comprehensive income pursuant to FAS 158 will be adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of FAS 87 and FAS 106.

The FAS 158 requirement to recognize the funded status of a benefit plan in an employer’s balance sheet was effective as of December 31, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end balance sheet is effective for fiscal years ending after December 15, 2008. Our December 31, 2006 adoption of the recognition provisions of FAS 158 resulted in an increase to our noncurrent prepaid pension asset of $8,949,000, an increase to our noncurrent pension and postretirement liabilities of $11,844,000, an increase to deferred tax assets of $1,107,000 and a charge to the ending balance of accumulated other comprehensive income of $1,788,000, net of tax. The adoption of the recognition provisions of FAS 158 had no impact on our results of operations or cash flows for the year ended December 31, 2006. We are currently evaluating the timing of our adoption of the measurement date provisions of FAS 158 and the estimated impact such adoption will have on our financial statements.

52 Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

Use of Estimates in the Preparation of Financial Statements

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ materially from these estimates under different assumptions or conditions.

Note 2 Discontinued Operations, Assets Held for Sale and Liabilities of Assets Held for Sale

In June 2005, we sold substantially all the assets of our Chemicals business, known as Vulcan Chemicals, to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. These assets consisted primarily of chloralkali facilities in Wichita, Kansas; Geismar, Louisiana and Port Edwards, Wisconsin; and the facilities of our Chloralkali joint venture located in Geismar. The purchaser also assumed certain liabilities relating to the Chemicals business, including the obligation to monitor and remediate all releases of hazardous materials at or from the three plant facilities. The decision to sell the Chemicals business was based on our desire to focus our resources on the Construction Materials business.

In consideration for the sale of the Chemicals business, Basic Chemicals made an initial cash payment of $214.0 million and assumed certain liabilities relating to the business as described below. Concurrent with the sale transaction, we acquired the minority partner’s 49% interest in the joint venture for an initial cash payment of $62.7 million, and conveyed such interest to Basic Chemicals. The net initial cash proceeds of $151.3 million were subject to adjustments for actual working capital balances at the closing date, transaction costs and income taxes. In 2006 we received additional cash proceeds of $10.1 million related to adjustments for actual working capital balances at the closing date.

Basic Chemicals is required to make payments under two separate earn-out agreements subject to certain conditions. The first earn-out agreement is based on ECU and natural gas prices during the five-year period beginning July 1, 2005, and is capped at $150 million (ECU earn-out or ECU derivative). The ECU earn-out is accounted for as a derivative instrument; accordingly, it is reported at fair value. Changes to the fair value of the ECU derivative, if any, are recorded within continuing operations pursuant to SAB Topic 5:Z:5. Future estimates of this derivative’s fair value could vary materially from period to period. Proceeds under the second earn-out agreement are determined based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). Under this earn-out agreement, cash plant margin for 5CP, as defined in the Asset Purchase Agreement, in excess of an annual threshold amount will be shared equally between Vulcan and Basic Chemicals. The primary determinant of the value for this earn-out is growth in 5CP sales volume.

The net cash proceeds from the 2005 sale of the Chemicals business for the years ended December 31 are summarized below (in millions of dollars):

	2006		2005
Proceeds from sale of Chemicals business, net of cash transaction fees:
Initial proceeds from Basic Chemicals	$	—	$	214.0
Working capital adjustment received		10.1		—
Transaction costs		—		(4.7	)
5CP earn-out		3.9		—
ECU earn-out		127.9		—
Subtotal cash received	$	141.9	$	209.3
Payment for minority partner’s interest in consolidated Chemicals joint venture:
Initial payment for minority partner’s interest	$	—	$	(62.7	)
Working capital adjustments paid		—		(2.5	)
Subtotal cash paid	$	—	$	(65.2	)
Net cash proceeds from the 2005 sale of the Chemicals business	$	141.9	$	144.1

The fair value of the consideration received in connection with the sale of the Chemicals business, including anticipated cash flows from the two earn-out agreements, is expected to exceed the net carrying value of the assets and liabilities sold. However, SFAS No. 5, “Accounting for Contingencies,” precludes the recognition of a contingent gain until realization is assured beyond a reasonable doubt. Accordingly, no gain was recognized on the Chemicals sale and the value recorded at the June 7, 2005 closing date referable to these two earn-outs was limited to $128.2 million.

The combined carrying amount of the ECU and 5CP earn-outs (reflected in accounts and notes receivable — other and other noncurrent assets in the accompanying Consolidated Balance Sheets) as of December 31, 2006 and December 31, 2005 was $49.5 million and $148.4 million, of which $29.2 million and $105.7 million were classified as current, respectively. During 2006, we received payments of $127.9 million under the ECU earn-out and $3.9 million under the 5CP earn-out, and recognized gains related to changes in the fair value of the ECU earn-out of $28.7 million (reflected as a component of other income, net in our Consolidated Statements of Earnings). Additionally,

Vulcan Materials Company and Subsidiary Companies 53

Notes to Consolidated Financial Statements

the final resolution during 2006 of adjustments for working capital balances at the closing date resulted in an increase to the carrying amount of the 5CP earn-out of $4.1 million. At December 31, 2006, the carrying amount of the ECU earn-out was $20.2 million (classified entirely as current) and the carrying amount of the 5CP earn-out was $29.2 million (of which $9.0 million was classified as current). Since changes in the fair value of the ECU earn-out are reported in continuing operations, any gain or loss on disposal of the Chemicals business will ultimately be recognized to the extent remaining cash receipts under the 5CP earn-out exceed or fall short of its $29.2 million carrying amount.

As a result of the 2005 sale of our Chemicals business, we incurred approximately $23.7 million of pretax exit and disposal charges and transaction fees. These costs consist of a $7.8 million expense under SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (FAS 88); $10.4 million for employee severance expenses, primarily referable to outstanding share-based incentive awards; and $5.5 million for various transaction fees. As of December 31, 2005, we had recognized substantially all of the $23.7 million of pretax exit and disposal charges and transaction fees.

We are potentially liable for a cash transaction bonus payable in the future to certain key former Chemicals employees. This transaction bonus will be payable only if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. Based on our evaluation of possible cash receipts from the earn-outs, the likely range for the contingent payments to certain key former Chemicals employees is between $0 and approximately $5 million. As of December 31, 2006, the calculated transaction bonus would be $0 and, as such, no liability for these contingent payments has been recorded.

Under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (FAS 144), the financial results of the Chemicals business are classified as discontinued operations in the accompanying Consolidated Statements of Earnings for all periods presented.

Net sales, total revenues and pretax earnings (loss) from discontinued operations, excluding minority interest, are as follows (in millions of dollars):

	2006			2005		2004
Net sales	$	—		$	339.7	$	611.9
Total revenues		—			364.4		666.8
Pretax earnings (loss)		(16.6	)		83.7		48.8

The pretax loss from discontinued operations of $16.6 million during 2006 primarily reflects charges related to general and product liability costs and environmental remediation costs associated with our former Chemicals businesses. Included in these costs are approximately $7,350,000 in contingency accruals related to a claim filed by the city of Modesto, California. See Note 12 for additional information regarding this claim.

As of December 31, 2004, assets and liabilities of our discontinued operations are classified as held for sale in the accompanying Consolidated Balance Sheets under two captions: assets held for sale and liabilities of assets held for sale. In accordance with FAS 144, depreciation expense and amortization expense were suspended on assets held for sale upon the October 2004 Board approval of the disposal plan. The major classes of assets and liabilities of our discontinued operations at December 31, 2004 were as follows (in millions of dollars):

	2004
Accounts and notes receivable	$	88.5
Inventories		37.5
Prepaid expenses		0.9
Investments and long-term receivables		9.4
Property, plant and equipment, net		321.4
Goodwill		0.4
Other assets		0.1
Total assets	$	458.2
Current liabilities	$	61.5
Asset retirement obligations		17.5
All other noncurrent liabilities		8.4
Minority interest in a consolidated subsidiary		101.0
Total liabilities including minority interest	$	188.4

Note 3 Inventories

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

	2006		2005		2004
Finished products	$	214,508	$	170,539	$	158,350
Raw materials		9,967		9,602		6,512
Products in process		1,619		1,589		937
Operating supplies and other		17,443		16,022		11,385
Total inventories	$	243,537	$	197,752	$	177,184

In addition to the amounts presented in the table above, as of December 31, 2004, inventories of $37,528,000 related to our discontinued operations —Chemicals business were classified as assets held for sale.

54 Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

The above amounts include inventories valued under the LIFO method totaling $181,851,000, $146,830,000 and $132,288,000 at December 31, 2006, 2005 and 2004, respectively. During 2005 and 2004, reductions in LIFO inventory layers resulted in liquidations of LIFO inventory layers carried at lower costs prevailing in prior years as compared with the cost of current-year purchases. The effect of the LIFO liquidation on 2005 results was to decrease cost of goods sold by $706,000; increase earnings from continuing operations by $436,000 ($0.00 per share effect); and increase net earnings by $436,000 ($0.00 per share effect). The effect of the LIFO liquidation on 2004 results was to decrease cost of goods sold by $511,000; increase pretax earnings from discontinued operations by $1,729,000; increase earnings from continuing operations by $316,000 ($0.00 per share effect); and increase net earnings by $1,383,000 ($0.01 per share effect).

Estimated current cost exceeded LIFO cost at December 31, 2006, 2005 and 2004 by $57,979,000, $44,315,000 and $33,212,000, respectively. We use the LIFO method of valuation for most of our inventories as it results in a better matching of costs with revenues. We provide supplemental income disclosures to facilitate comparisons with companies not on LIFO. The supplemental income calculation is derived by tax-effecting the historic change in the LIFO reserve for the periods presented. 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 an increase of $9,579,000 ($0.10 per share effect) in 2006, an increase of $5,712,000 ($0.05 per share effect) in 2005 and an increase of $779,000 ($0.01 per share effect) in 2004.

Note 4 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):

	2006		2005		2004
Land and land improvements	$	757,157	$	713,208	$	670,608
Buildings		87,681		83,070		81,987
Machinery and equipment		2,751,459		2,499,651		2,376,820
Leaseholds		7,514		5,838		5,650
Deferred asset retirement costs		116,595		97,233		74,996
Construction in progress		177,212		82,708		54,132
Total		3,897,618		3,481,708		3,264,193
Less allowances for depreciation, depletion and amortization		2,028,504		1,877,741		1,727,700
Property, plant and equipment, net	$	1,869,114	$	1,603,967	$	1,536,493

In addition to the amounts presented in the table above, as of December 31, 2004, property, plant and equipment, net of $321,434,000 related to our discontinued operations – Chemicals business were classified as assets held for sale.

We capitalized interest costs of $5,000,000 in 2006, $1,934,000 in 2005 and $1,980,000 in 2004 with respect to qualifying construction projects. Total interest costs incurred before recognition of the capitalized amount were $31,310,000 in 2006, $39,080,000 in 2005 and $42,260,000 in 2004.

The impairment losses noted in the following paragraphs represent the amount by which the carrying value exceeded the fair value of the long-lived assets. The write-downs at operating facilities resulted from decreased utilization related to changes in the marketplace; the valuations were based on discounted cash flow analysis. The impairment losses relating to the discontinued operations – Chemicals business have been included within the earnings (loss) from results of discontinued operations caption of the accompanying Consolidated Statements of Earnings.

During 2006, we recorded asset impairment losses totaling $226,000 related to long-lived assets. This impairment loss resulted from various write-downs related to continuing operations.

During 2005, we recorded asset impairment losses totaling $697,000 related to long-lived assets. This impairment loss resulted from various write-downs related to continuing operations.

During 2004, we recorded asset impairment losses totaling $1,370,000 related to long-lived assets. This impairment loss resulted from the write-down of owned property surrounding our Wichita, Kansas Chemicals facility and is reflected in discontinued operations.

Note 5 Derivative Instruments

We may periodically use derivative instruments to reduce our exposure to interest rate risk, currency exchange risk or price fluctuations on natural gas or other commodity energy sources subject to our risk management policies.

In connection with the sale of our Chemicals business, we entered into an earn-out agreement that requires the purchaser, Basic Chemicals, to make future payments based on ECU and natural gas prices during the five-year period beginning July 1, 2005, not to exceed $150 million. We have not designated the ECU earn-out as a hedging instrument and, accordingly, gains and losses resulting from changes in the fair value, if any, are recognized in current earnings. Further, pursuant to SAB Topic 5:Z:5, changes in fair value are recorded in continuing operations. During the years ended December 31, 2006 and December 31, 2005, we recorded gains of $28,722,000 and $20,420,000, respectively, which are reflected in other income, net of other charges, in our Consolidated Statements of Earnings.

In November 2003, we entered into an interest rate swap agreement for a stated (notional) amount of $50,000,000 under which we paid the six-month London Interbank Offered Rate (LIBOR) plus a fixed spread and received a fixed rate of interest of 6.40% from the counterparty to the agreement. We designated this instrument as an effective fair value hedge in accordance with FAS 133. Accordingly, the mark-to-market value of the hedge was reflected in

Vulcan Materials Company and Subsidiary Companies 55

Notes to Consolidated Financial Statements

our Consolidated Balance Sheets with an adjustment to record the underlying hedged debt at its fair value. The interest rate swap agreement terminated February 1, 2006, coinciding with the maturity of our 6.40% five-year notes issued in 2001 in the amount of $240,000,000. For the prior periods presented, December 31, 2005 and December 31, 2004, the estimated fair value of our interest rate swap agreement reflected projected payments of $465,000 and $256,000, respectively.

Natural gas used in our discontinued operations – Chemicals business was subject to price volatility caused by supply conditions, political and economic variables, and other unpredictable factors. We used over-the-counter commodity swap and option contracts to manage the volatility related to future natural gas purchases. We designated these instruments as effective cash flow hedges in accordance with FAS 133. There were no open contracts as of December 31, 2006 and December 31, 2005. As of December 31, 2004, our consolidated financial statements reflected the fair value of the open contracts as an unfavorable component of accumulated other comprehensive income of $99,000, offset by the income tax benefit of $37,000.

There was no impact to earnings due to hedge ineffectiveness during the years ended December 31, 2006, 2005 and 2004.

Note 6 Credit Facilities, Short-term Borrowings and Long-term Debt

Short-term borrowings at December 31 are summarized as follows (in thousands of dollars):

	2006		2005		2004
Bank borrowings	$	2,500	$	—	$	—
Commercial paper		196,400		—		—
Total short-term borrowings	$	198,900	$	—	$	—

Short-term borrowings outstanding as of December 31, 2006 consisted of $2,500,000 of bank borrowings at 5.575% maturing January 2007 and $196,400,000 of commercial paper having maturities ranging from 2 to 36 days and interest rates ranging from 5.28% to 5.36%. We plan to reissue most, if not all, of these notes when they mature. These short-term borrowings are used for general corporate purposes, including working capital requirements. There were no short-term borrowings outstanding as of December 31, 2005 and 2004.

Our policy is to maintain committed credit facilities at least equal to our outstanding commercial paper. Unsecured bank lines of credit totaling $760,000,000 were maintained at December 31, 2006, of which $10,000,000 expires January 2007, $200,000,000 expires September 2007 and $550,000,000 expires June 2011. As of December 31, 2006, $2,500,000 of the lines of credit were drawn. Interest rates are determined at the time of borrowing based on current market conditions.

All lines of credit extended to us in 2006, 2005 and 2004 were based solely on a commitment fee; thus, no compensating balances were required. In the normal course of business, we maintain balances for which we are credited with earnings allowances. To the extent the earnings allowances are not sufficient to fully compensate banks for the services they provide, we pay the fee equivalent for the differences.

All our debt obligations, both short-term borrowings and long-term debt, are unsecured as of December 31, 2006.

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

	2006		2005		2004
6.40% 5-year notes issued 2001*	$	—	$	239,535	$	239,744
6.00% 10-year notes issued 1999		250,000		250,000		250,000
Private placement notes		49,335		82,209		83,139
Medium-term notes		21,000		21,000		23,000
Tax-exempt bonds		—		—		8,200
Other notes		2,359		2,715		3,665
Total debt excluding short-term borrowings	$	322,694	$	595,459	$	607,748
Less current maturities of long-term debt		630		272,067		3,226
Total long-term debt	$	322,064	$	323,392	$	604,522
Estimated fair value of long-term debt	$	332,611	$	339,291	$	645,502

* Includes a reduction in valuation for the fair value of interest rate swaps, as follows: December 31, 2005 – $465 thousand and December 31, 2004 – $256 thousand.

Scheduled debt payments during 2006 included $240,000,000 (listed in the table above net of the $465,000 decrease for the interest rate swap) in February to retire the 6.40% 5-year notes issued in 2001 and $32,000,000 in December to retire private placement notes issued in 1996. Scheduled debt payments during 2005 included $2,000,000 in November to retire an 8.07% medium-term note issued in 1991.

56     Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

During 1999, we accessed the public debt market by issuing $500,000,000 of 5-year and 10-year notes in two related series (tranches) of $250,000,000 each. The 5.75% 5-year coupon notes matured in April 2004 and the 6.00% 10-year notes mature in April 2009.

In 1999, we purchased all the outstanding common shares of CalMat Co. The private placement notes were issued by CalMat in December 1996 in a series of four tranches at interest rates ranging from 7.19% to 7.66%. Principal payments on the notes began in December 2003 and end in December 2011.

During 1991, we issued $81,000,000 of medium-term notes ranging in maturity from 3 to 30 years, and in interest rates from 7.59% to 8.85%. The $21,000,000 in medium-term notes outstanding as of December 31, 2006 have a weighted-average maturity of 8.2 years with a weighted-average interest rate of 8.85%.

During 2005, we called and redeemed $8,200,000 of variable-rate, tax-exempt bond issues maturing in 2009.

Other notes of $2,359,000 as of December 31, 2006 were issued at various times to acquire land or businesses.

The aggregate principal payments of long-term debt, including current maturities, for the five years subsequent to December 31, 2006 are: 2007 – $692,000; 2008 – $33,546,000; 2009 – $250,143,000; 2010 – $151,000; and 2011 – $20,160,000.

The aggregate interest payments of long-term debt, including current maturities for the five years subsequent to December 31, 2006 are: 2007 –$20,605,000; 2008 – $20,570,000; 2009 – $10,554,000; 2010 –$3,045,000; and 2011 – $3,053,000.

Our debt agreements do not subject us to contractual restrictions with regard to working capital or the amount we may expend for cash dividends and purchases of our stock. The percentage of consolidated debt to total capitalization, as defined in our bank credit facility agreements, must be less than 60%. Our total debt as a percentage of total capital was 20.7% as of December 31, 2006; 21.9% as of December 31, 2005; and 23.2% as of December 31, 2004.

The estimated fair value amounts of long-term debt presented in the table above have been determined by discounting expected future cash flows based on interest rates on U.S. Treasury bills, notes or bonds, as appropriate. The fair value estimates are based on information available to management as of December 31, 2006, 2005 and 2004. 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.

Note 7 Operating Leases

Total rental expense from continuing operations under operating leases primarily for machinery and equipment, exclusive of rental payments made under leases of one month or less, is summarized as follows (in thousands of dollars):

	2006		2005		2004
Minimum rentals	$	28,364	$	22,758	$	18,388
Contingent rentals (based principally on usage)		33,021		26,372		17,613
Total	$	61,385	$	49,130	$	36,001

Future minimum operating lease payments under all leases with initial or remaining noncancelable lease terms in excess of one year, exclusive of mineral leases, as of December 31, 2006 are payable as follows: 2007 – $16,582,000; 2008 – $14,685,000; 2009 – $10,720,000; 2010 –$7,124,000; 2011 – $6,344,000; and total $24,648,000 thereafter. Lease agreements frequently include renewal options and require that we pay for utilities, taxes, insurance and maintenance expense. Options to purchase are also included in some lease agreements.

Note 8 Accrued Environmental Costs

Our Consolidated Balance Sheets as of December 31 include accrued environmental remediation costs as follows (in thousands of dollars):

	2006		2005		2004
Continuing operations:
Construction Materials	$	7,792	$	5,164	$	5,802
Chemicals		5,602		4,380		4,034
Discontinued operations		—		—		10,290
Total	$	13,394	$	9,544	$	20,126

The long-term portion of the reserves noted above as continuing operations is included in other noncurrent liabilities in the accompanying Consolidated Balance Sheets and amounted to $9,873,000, $7,417,000 and $7,144,000 at December 31, 2006, 2005 and 2004, respectively. The short-term portion of these reserves is included in other accrued liabilities in the accompanying Consolidated Balance Sheets. The December 31, 2004 balance of $10,290,000 noted above as discontinued operations is included within the liabilities of assets held for sale caption of the accompanying Consolidated Balance Sheets as described in Note 2.

Vulcan Materials Company and Subsidiary Companies     57

Notes to Consolidated Financial Statements

The accrued environmental remediation costs in the Construction Materials business relate primarily to the former CalMat and Tarmac facilities acquired in 1999 and 2000, respectively. The continuing operations balances noted above for Chemicals relate to retained environmental remediation costs from the 2003 sale of the Performance Chemicals business and the 2005 sale of the Chloralkali business.

Note 9 Income Taxes

The components of earnings from continuing operations before income taxes are as follows (in thousands of dollars):

	2006		2005		2004
Domestic	$	678,050	$	456,156	$	363,023
Foreign		25,411		24,081		12,543
Total	$	703,461	$	480,237	$	375,566

Provision (benefit) for income taxes consists of the following (in thousands of dollars):

	2006			2005			2004
Current
Federal	$	178,468		$	108,457		$	85,622
State and local		36,695			17,974			17,439
Foreign		5,931			5,819			4,139
Total		221,094			132,250			107,200
Deferred
Federal		3,283			1,794			7,404
State and local		2,248			3,149			316
Foreign		(662	)		(791	)		(567	)
Total		4,869			4,152			7,153
Total provision	$	225,963		$	136,402		$	114,353

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

	2006			2005			2004
Federal statutory tax rate		35.0	%		35.0	%		35.0	%
Increase (decrease) in tax rate resulting from:
Depletion		(4.6	)		(5.9	)		(5.7	)
State and local income taxes, net of federal income tax benefit		3.5			3.4			3.1
U.S. Production Activities Deduction		(0.8	)		(0.7	)		—
Provision for uncertain tax positions, prior year tax liabilities and refund claims		(0.2	)		(2.7	)		(1.2	)
Miscellaneous items		(0.8	)		(0.7	)		(0.8	)
Effective tax rate		32.1	%		28.4	%		30.4	%

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

	2006		2005		2004
Deferred tax assets related to:
Postretirement benefits	$	30,049	$	29,356	$	27,603
Accruals for asset retirement obligations and environmental accruals		10,788		22,379		32,317
Accounts receivable, principally allowance for doubtful accounts		1,429		1,808		3,007
Inventory adjustments		11,989		8,748		7,454
Deferred compensation, vacation pay and incentives		25,221		30,322		30,926
Self-insurance reserves		17,589		16,618		17,800
Other items		18,854		2,593		4,035
Total deferred tax assets		115,919		111,824		123,142
Deferred tax liabilities related to:
Fixed assets		300,936		301,726		398,267
Pensions		26,665		22,576		17,679
Goodwill		34,697		27,489		19,607
Other items		15,762		11,914		1,769
Total deferred tax liabilities		378,060		363,705		437,322
Net deferred tax liability	$	262,141	$	251,881	$	314,180

58      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

The above amounts are reflected in the accompanying Consolidated Balance Sheets as of December 31 as follows (in thousands of dollars):

	2006			2005			2004
Deferred income taxes:
Current assets	$	(25,764	)	$	(23,184	)	$	(34,433	)
Deferred liabilities		287,905			275,065			348,613
Net deferred tax liability	$	262,141		$	251,881		$	314,180

Note 10 Benefit Plans

The measurement date for our pension and other postretirement benefit plans is November 30 for 2006 and 2005 and December 31 for 2004. In 2005, we accelerated the date for actuarial measurement of our obligation from December 31 to November 30. We believe that the one-month acceleration of the measurement date is a preferred change as it allows us more time to review the completeness and accuracy of actuarial measurements, which improves our internal control procedures. The effect of the change in measurement date on the respective obligations and assets of the plans did not have a material cumulative effect on annual expense or accrued benefit cost.

In the following tables, the use of “n/a” signifies “not applicable.”

Pension Plans

We sponsor three funded, 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 are based on salaries or wages and years of service; the Construction Materials Hourly Plan and the Chemicals Hourly Plan provide benefits equal to a flat dollar amount for each year of service.

Additionally, we sponsor unfunded, nonqualified pension plans that are included in the tables below. The projected benefit obligation, accumulated benefit obligation and fair value of assets for these plans were: $37,081,000, $31,351,000 and $0 at December 31, 2006; $30,642,000, $27,048,000 and $0 at December 31, 2005; and $26,492,000, $23,461,000 and $0 at December 31, 2004.

The following table sets forth the combined funded status of the plans and their reconciliation with the related amounts recognized in our consolidated financial statements at December 31 (in thousands of dollars):

	2006			2005			2004
Change in Benefit Obligation
Benefit obligation at beginning of year	$	535,686		$	524,332		$	455,493
Service cost		18,322			20,013			18,913
Interest cost		32,122			30,706			29,243
Amendments		(1,441	)		(1,094	)		280
Discontinued operations		—			(18,169	)		—
Actuarial loss		26,531			7,325			43,106
Benefits paid		(31,579	)		(27,427	)		(22,703	)
Benefit obligation at end of year	$	579,641		$	535,686		$	524,332
Change in Plan Assets
Fair value of assets at beginning of year	$	557,036		$	519,550		$	478,617
Actual return on plan assets		84,209			35,897			56,309
Employer contribution		1,518			29,016			7,327
Benefits paid		(31,579	)		(27,427	)		(22,703	)
Fair value of assets at end of year	$	611,184		$	557,036		$	519,550
Funded status	$	31,543		$	21,350		$	(4,782	)
Unrecognized net actuarial loss		n/a			6,967			18,511
Unrecognized prior service cost		n/a			6,448			11,285
Net amount recognized	$	31,543		$	34,765		$	25,014
Amounts Recognized in the Consolidated Balance Sheets
Noncurrent assets (2006)/Prepaid benefit cost (2005 and 2004)	$	68,517		$	61,703		$	56,639
Current liabilities		(1,584	)		—			—
Noncurrent liabilities (2006)/Accrued benefit liability (2005 and 2004)		(35,390	)		(30,918	)		(34,851	)
Intangible asset		n/a			396			1,206
Accumulated other comprehensive loss		n/a			3,584			2,020
Net amount recognized	$	31,543		$	34,765		$	25,014
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial gain	$	(9,389	)		n/a			n/a
Prior service cost		3,939			n/a			n/a
Minimum pension liability		n/a		$	3,584		$	2,020
Total amount recognized	$	(5,450	)	$	3,584		$	2,020

Vulcan Materials Company and Subsidiary Companies      59

Notes to Consolidated Financial Statements

Effective January 1, 2006, retirees from the salaried pension plan who retired on or before January 1, 2004 were granted a cost-of-living increase, with a maximum increase of 15%. As it is no longer our intention to grant cost-of-living increases, no further increases are assumed for determining future pension expense. The effect of this change is reflected as an amendment in the 2005 change in benefit obligation table above.

The accumulated benefit obligation for all defined benefit pension plans was $533,906,000 at December 31, 2006; $496,806,000 at December 31, 2005; and $476,247,000 at December 31, 2004.

The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income and weighted-average assumptions of the plans at December 31 (amounts in thousands, except percentages):

	2006			2005			2004
Components of Net Periodic Pension Benefit Cost
Service cost	$	18,322		$	20,013		$	18,913
Interest cost		32,122			30,706			29,243
Expected return on plan assets		(43,970	)		(42,065	)		(40,806	)
Amortization of prior service cost		1,067			2,211			2,505
Recognized actuarial loss (gain)		1,737			1,318			(167	)
Net periodic pension benefit cost	$	9,278		$	12,183		$	9,688
Assumptions
Weighted-average assumptions used to determine benefit obligation at November 30 for 2006 and 2005 and December 31 for 2004
Discount rate		5.70	%		5.75	%		5.75	%
Rate of compensation increase (for salary-related plans):
Inflation		2.25	%		2.25	%		2.25	%
Merit/Productivity		2.50	%		2.50	%		2.50	%
Total rate of compensation increase		4.75	%		4.75	%		4.75	%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31
Discount rate		5.75	%		5.40	%		6.25	%
Expected return on assets		8.25	%		8.25	%		8.25	%
Rate of compensation increase (for salary-related plans):
Inflation		2.25	%		2.25	%		2.80	%
Merit/Productivity		2.50	%		2.50	%		2.20	%
Total rate of compensation increase		4.75	%		4.75	%		5.00	%

During 2006, we recognized a settlement charge of $826,000 representing an acceleration of unrecognized losses due to lump-sum payments to certain retirees from our former Chemicals business. The disposition of the Chloralkali business resulted in a curtailment loss of $1,533,000 in 2005.

The estimated net actuarial loss and prior service cost that will be amortized from accumulated other comprehensive income into net periodic pension benefit cost during 2007 are $1,104,000 and $754,000, respectively.

Plan assets are composed primarily of marketable domestic and international equity securities, corporate and government debt securities and other specialty investments. Our pension plan allocation range for 2007 and asset allocation percentages at December 31, 2006, 2005 and 2004 are presented below:

		Percentage of
	Allocation Range	Plan Assets at December 31
Asset Category	2007	2006			2005			2004
Equity securities	50% – 77%		66	%		72	%		71	%
Debt securities	15% – 27%		17	%		20	%		20	%
Real estate	—		—			—			—
Other	10% – 25%		17	%		8	%		9	%
Total			100	%		100	%		100	%

Equity securities include domestic equities in the Russell 3000 Index and foreign equities in the Europe, Australia and Far East (EAFE) and International Finance Corporation (IFC) Emerging Market Indices. Debt securities include domestic debt instruments while the other asset category includes investments in venture capital, buyout funds, mezzanine debt private partnerships and an interest in a commodity index fund as well as cash reserves.

We establish our pension investment policy by evaluating asset/liability studies periodically performed by our consultants. These studies estimate trade-offs between expected returns on our investments and the variability in anticipated cash contributions to fund our pension liabilities. Our policy accepts a relatively high level of variability in potential pension fund contributions in exchange for higher expected returns on our investments and lower expected future contributions. We believe this policy is prudent given our strong pension funding, balance sheet and cash flows.

Our current strategy for implementing this policy is to invest a relatively high proportion in publicly traded equities, a moderate amount in long-term publicly traded debt and a relatively small amount in private, nonliquid opportunities for higher returns, such as venture capital, commodities, buyouts and mezzanine debt.

The policy, set by the Board’s Finance and Pension Funds Committee, is articulated through guideline ranges and targets for each asset category: domestic equities, foreign equities, bonds, specialty investments and cash reserves. Management implements the strategy within these guidelines and reviews the financial results quarterly, while the Finance and Pension Funds Committee reviews them semiannually.

Assumptions regarding our expected return on plan assets are based primarily on judgments made by management and the Board committee. These judgments take into account the expectations of our pension plan consultants and actuaries and our investment advisors, and the opinions of market professionals. We base

60      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

our expected return on long-term investment expectations. Accordingly, the expected return has remained 8.25% since our 1986 adoption of FAS 87 and has not varied due to short-term results above or below our long-term expectations.

Total employer contributions for the pension plans are presented below (in thousands of dollars):

	Pension
Employer Contributions
2004	$	7,327
2005		29,100
2006		1,433
2007(estimated)		1,584

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands of dollars):

	Pension
Estimated Future Benefit Payments
2007	$	26,196
2008		27,751
2009		29,591
2010		31,035
2011		32,821
2012–2016		197,093

Certain of our hourly employees in unions are covered by multiemployer defined benefit pension plans. Contributions to these plans approximated $7,352,000 in 2006, $5,825,000 in 2005 and $5,738,000 in 2004. 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. A total of 24% of our hourly labor force were covered by collective bargaining agreements. Of our hourly workforce covered by collective bargaining agreements, 51% were covered by agreements that expire in 2007.

In addition to the pension plans noted above, we have two unfunded supplemental retirement plans. The accrued costs for these supplemental retirement plans were $1,201,000 at December 31, 2006; $1,281,000 at December 31, 2005; and $1,259,000 at December 31, 2004.

The Pension Protection Act of 2006 (PPA), enacted on August 17, 2006, significantly changes the funding requirements after 2007 for single-employer defined benefit pension plans, among othe provisions. Funding requirements under the PPA will largely be based on a plan’s funded status, with faster amortization of any shortfalls or surpluses. We do not believe this new legislation will have a material impact on the funding requirements of our defined benefit pension plans during 2008.

Postretirement Plans

In addition to pension benefits, we provide certain healthcare benefits and life insurance for some retired employees. Substantially all our salaried employees and, where applicable, hourly employees may become eligible for those benefits if they reach a qualifying age and meet certain service requirements while working for us. Generally, Company-provided healthcare benefits terminate when covered individuals become eligible for Medicare benefits or reach age 65, whichever occurs first.

The following table sets forth the combined funded status of the plans and their reconciliation with the related amounts recognized in our consolidated financial statements at December 31 (in thousands of dollars):

	2006			2005			2004
Change in Benefit Obligation
Benefit obligation at beginning of year	$	89,735		$	100,878		$	94,850
Service cost		3,617			4,188			4,369
Interest cost		4,760			5,160			5,677
Amendments		(82	)		—			—
Discontinued operations		—			(19,604	)		—
Actuarial (gain) loss		(101	)		5,116			640
Benefits paid		(7,124	)		(6,003	)		(4,658	)
Benefit obligation at end of year	$	90,805		$	89,735		$	100,878
Change in Plan Assets
Fair value of assets at beginning of year	$	—		$	—		$	—
Actual return on plan assets		—			—			—
Fair value of assets at end of year	$	—		$	—		$	—
Funded status	$	(90,805	)	$	(89,735	)	$	(100,878	)
Unrecognized net actuarial loss		n/a			15,410			31,342
Unrecognized prior service cost		n/a			(767	)		(1,110	)
Net amount recognized	$	(90,805	)	$	(75,092	)	$	(70,646	)
Amounts Recognized in the Consolidated Balance Sheets
Current liabilities	$	(5,497	)	$	(5,555	)	$	—
Noncurrent liabilities (2006)/Accrued postretirement benefits (2005 and 2004)		(85,308	)		(69,537	)		(70,646	)
Net amount recognized	$	(90,805	)	$	(75,092	)	$	(70,646	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss	$	14,272			n/a			n/a
Prior service cost (credit)		(680	)		n/a			n/a
Total amount recognized	$	13,592			n/a			n/a

Vulcan Materials Company and Subsidiary Companies      61

Notes to Consolidated Financial Statements

The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income, weighted-average assumptions and assumed trend rates of the plans at December 31 (amounts in thousands, except percentages):

	2006			2005			2004
Components of Net Periodic Postretirement Benefit Cost
Service cost	$	3,617		$	4,188		$	4,369
Interest cost		4,760			5,160			5,677
Expected return on plan assets		—			—			—
Amortization of prior service credit		(168	)		(167	)		(194	)
Amortization of actuarial loss		478			1,215			1,078
Net periodic postretirement benefit cost	$	8,687		$	10,396		$	10,930
Assumptions
Weighted-average assumptions used to determine benefit obligation at November 30 for 2006 and 2005 and December 31 for 2004
Discount rate		5.50	%		5.50	%		5.50	%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31
Discount rate		5.50	%		5.31	%		6.25	%
Expected return on assets		n/a			n/a			n/a
Assumed Healthcare Cost Trend Rates at December 31
Healthcare cost trend rate assumed for next year		9	%		9	%		10	%
Rate to which the cost trend rate gradually declines		5	%		5	%		5	%
Year that the rate reaches the rate it is assumed to maintain		2011			2010			2010

The estimated net actuarial loss and prior service credit that will be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost during 2007 are $582,000 and $168,000, respectively.

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage-point change in the assumed healthcare cost trend rate would have the following effects (in thousands of dollars):

	One-percentage-point		One-percentage-point
	Increase		Decrease
Effect on total of service and interest cost	$	988	$	(850	)
Effect on postretirement benefit obligation		8,823		(7,737	)

The disposition of the Chloralkali business resulted in a curtailment gain of $176,000 during 2005.

Total employer contributions for the postretirement plans are presented below (in thousands of dollars):

	Postretirement
Employer Contributions
2004	$	4,658
2005		6,003
2006		6,566
2007(estimated)		5,497

The employer contributions shown above are equal to the cost of benefits during the year. The plans are not funded and are not subject to any regulatory funding requirements.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands of dollars):

	Postretirement
Estimated Future Benefit Payments
2007	$	5,497
2008		5,852
2009		6,384
2010		6,848
2011		7,264
2012–2016		40,125

Contributions by participants to the postretirement benefit plans were $857,000, $716,000 and $618,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

Pension and Other Postretirement Benefits Assumptions

During 2006, we reviewed our assumptions related to the discount rate, the expected return on plan assets, the rate of compensation increase (for salary-related plans) and the rate of increase in the per capita cost of covered healthcare benefits. We consult with our actuaries and investment advisors, as appropriate, when selecting these assumptions.

In selecting the discount rate, we consider fixed-income security yields, specifically high-quality bonds. At November 30, 2006, the discount rate for our plans decreased to 5.70% from 5.75% at November 30, 2005 for purposes of determining our liability under FAS 87 (pensions) and remained 5.50% for purposes of determining our liability under FAS 106 (other postretirement benefits). An analysis of the duration of plan liabilities and the yields for corresponding high-quality bonds is used in the selection of the discount rate.

62      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan as well as the expected long-term allocation of plan assets to these investments. At November 30, 2006, the expected return on plan assets remained 8.25%.

In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates. At November 30, 2006, the inflation component of the assumed rate of compensation remained 2.25%. In addition, based on future expectations of merit and productivity increases, the weighted-average component of the salary increase assumption remained 2.50%.

In selecting the rate of increase in the per capita cost of covered healthcare benefits, we consider past performance and forecasts of future healthcare cost trends. At November 30, 2006, our assumed rate of increase in the per capita cost of covered healthcare benefits increased to 9.0% for 2007, decreasing 1.0% per year until reaching 5.0% in 2011 and remaining level thereafter.

Defined Contribution Plans

We sponsor three defined contribution plans, which cover substantially all salaried and nonunion hourly employees. Expense recognized in connection with these plans totaled $12,017,000, $10,477,000 and $10,137,000 for 2006, 2005 and 2004, respectively.

Impact of Sale of the Chemicals Business

In connection with the sale of the Chemicals business, as described in Note 2, we retained the accumulated benefit obligation for the Chemicals Hourly Pension Plan, as all active participants ceased employment with the Company. We also retained the accumulated benefit obligation for salaried employees who ceased participation in the Salaried Pension Plan as a result of their termination. Both of these accumulated benefit obligations are fully funded by assets held in our Master Pension Trust.

Additionally, we retained the accumulated benefit obligation for any unfunded, nonqualified pension plans related to Chemicals salaried employees who ceased participation as a result of their termination. The retention of the unfunded accumulated benefit obligation for postretirement plans depended on whether the terminated employee reached a qualifying age and met certain service requirements prior to termination. The liabilities for these unfunded obligations are retained by Vulcan.

As a result of the divestiture, our future pension and postretirement obligations referable to the divested operations were reduced as of December 31, 2005 by approximately $18.2 million and $19.6 million, respectively. For the full year 2005, the sale reduced pension and other postretirement benefits expense approximately $2.1 million and $1.6 million, respectively.

Note 11 Incentive Plans

Share-based Compensation Plans

Our 1996 Long-term Incentive Plan expired effective May 1, 2006. Effective May 12, 2006, our shareholders approved the 2006 Omnibus Long-term Incentive Plan (Plan), which authorizes the granting of stock options and other types of share-based awards to key salaried employees and non-employee directors. The maximum number of shares that may be issued under the Plan is 5,400,000.

Deferred Stock Units – Deferred stock units were granted to executive officers and key employees from 2001 through 2005. These awards vest ratably in years 6 through 10 following the date of grant, accrue dividend equivalents starting one year after grant, carry no voting rights and become payable upon vesting. A single deferred stock unit entitles the recipient to one share of common stock upon vesting. Vesting is accelerated upon retirement at age 62 or older, death, disability or change of control as defined in the award agreement. Nonvested units are forfeited upon termination of employment for any other reason. Expense provisions referable to these awards amounted to $1,142,000 in 2006, $1,167,000 in 2005 and $2,056,000 in 2004.

The fair value of deferred stock units is estimated as of the date of grant based on the market price of our stock on the grant date. Compensation cost is recognized in net earnings ratably over the 10-year maximum vesting life during which employees perform related services. For awards granted on or after January 1, 2006, expense recognition is accelerated to the retirement eligible date for individuals meeting the requirements for immediate vesting of awards upon reaching retirement age. The following table summarizes activity for our deferred stock units during the year ended December 31, 2006:

				Weighted-average
	Number			Grant Date
	of Shares			Fair Value
Nonvested at beginning of year		301,314		$	40.44
Granted		—		$	—
Dividend equivalents accrued		4,664		$	79.31
Vested		(2,396	)	$	43.79
Cancelled/forfeited		(1,712	)	$	40.38
Nonvested at December 31, 2006		301,870		$	41.01

The weighted-average grant date fair value of deferred stock units granted was $57.69 during 2005 and $47.65 during 2004.

Vulcan Materials Company and Subsidiary Companies      63

Notes to Consolidated Financial Statements

Performance Shares – Performance share awards were granted annually for three years beginning in 2003. Each performance share unit is equal to one share of our common stock, but carries no voting or dividend rights. The units ultimately paid for performance share awards may range from 0% to 200% of target. Fifty percent of the payment is based upon our three-year-average Total Shareholder Return (TSR) performance relative to the three-year-average TSR performance of a preselected comparison group of companies. The remaining 50% of the payment is based upon the achievement of established internal financial performance targets. These awards vest three years from the date of grant. Vesting is accelerated upon retirement at age 55 or older, death, disability, or change of control, as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Awards granted prior to 2005 are paid in an equal combination of cash and shares of our common stock. The cash portion of an award, if any, is based on the market value of our common stock on the measurement date. The performance shares granted in 2005 will be paid entirely in shares of our common stock. Expense provisions referable to these awards amounted to $12,179,000 in 2006, $24,509,000 in 2005 and $5,221,000 in 2004.

The fair value of performance shares is estimated as of the date of grant using a Monte Carlo simulation model. Compensation cost for awards that will be paid in shares is recognized in net earnings ratably over the three-year maximum vesting life, is based on the awards that ultimately vest and is not adjusted for the actual target percentage achieved. Compensation cost for awards that will be paid in cash is recognized in net earnings over the three-year maximum vesting life and is adjusted based upon changes in the fair market value of our common stock and changes in our relative TSR performance and internal financial performance targets. For awards granted on or after January 1, 2006, expense recognition is accelerated to the retirement eligible date for individuals meeting the requirements for immediate vesting of awards upon reaching retirement age. The following table summarizes the activity for our performance share units during the year ended December 31, 2006:

				Weighted-average
	Number			Grant Date
	of Shares1			Fair Value
Nonvested at beginning of year		281,084		$	46.90
Granted		—		$	—
Vested		(93,334	)	$	37.05
Cancelled/forfeited		(2,300	)	$	50.89
Nonvested at December 31, 2006		185,450		$	51.81

1 The number of common shares issued related to performance shares may range from 0% to 200% of the number of performance shares shown in the table above based on the achievement of established internal financial performance targets and our three-year-average TSR performance relative to the three-year-average TSR performance of a preselected comparison group.

The weighted-average grant date fair value of performance shares granted was $55.09 during 2005 and $45.34 during 2004.

Cash payments under our performance share plan, net of applicable tax withholdings, were $6,700,000 in 2006. There were no cash payments under our performance share plan during 2005 and 2004.

Stock Options – Stock options were granted with an exercise price equal to the market value of our underlying common stock on the date of grant. With the exceptions of the stock option grants awarded in December 2005 and January 2006, the options vest ratably over 5 years and expire 10 years subsequent to the grant. The options awarded in December 2005 and January 2006 were fully vested on the date of grant, expire 10 years subsequent to the grant, and shares obtained upon exercise of the options are restricted from sale until January 1, 2009 and January 24, 2009, respectively. Vesting is accelerated upon retirement at age 55 or older, death, disability, or change of control, as defined in the award agreement. Nonvested awards are forfeited upon termination for any other reason. Upon stock option exercise, we generally issue shares from treasury stock.

The fair value of stock options is estimated as of the date of grant using the Black-Scholes option pricing model. Compensation expense for stock options is based on this grant date fair value and is recognized for awards that ultimately vest. The following table presents the weighted-average fair value and the weighted-average assumptions used in estimating the fair value of option grants for the years ended December 31:

	2006			2005			2004
Fair value	$	16.95		$	16.35		$	6.58
Risk-free interest rate		4.34	%		4.19	%		3.58	%
Dividend yields		2.16	%		2.12	%		2.10	%
Volatility		26.22	%		26.87	%		20.29	%
Expected term	5.05 years			5.56 years			7.00 years

The risk-free interest rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period equal to or approximating the option’s expected term. The dividend yield assumption is based on our historical dividend payouts. The volatility assumption is based on the historical volatility of our common stock over a period equal to the option’s expected term and the market-based implied volatility derived from options trading on our common stock. The expected term of options granted is based on historical experience and expectations about future exercises and represents the period of time that options granted are expected to be outstanding.

64      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

A summary of our stock option activity as of December 31, 2006, and changes during the year is presented below:

						Weighted-average		Aggregate Intrinsic
	Number			Weighted-average		Remaining Contractual		Value
	of Shares			Exercise Price		Life (Years)		(in thousands)
Outstanding at beginning of year		7,510,066			$46.38
Granted		176,170			$69.60
Exercised		(890,064	)		$32.49
Forfeited or expired		(27,610	)		$57.98
Outstanding at December 31, 2006		6,768,562			$48.76		5.48		$281,835
Vested and expected to vest		6,524,120			$48.84		5.47		$271,130
Exercisable at December 31, 2006		5,567,366			$49.15		5.16		$229,680

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between our closing stock price on the last trading day of 2006 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all options been exercised on December 31, 2006. These values change based on the fair market value of our common stock. The aggregate intrinsic value of options exercised was $43,725,000 in 2006, $38,149,000 in 2005 and $18,801,000 in 2004.

Cash received from stock option exercises was $28,920,000 in 2006, $37,940,000 in 2005 and $21,508,000 in 2004. The excess tax benefit realized from the tax deductions for stock option exercises totaled $17,376,000 in 2006, $15,287,000 in 2005 and $7,314,000 in 2004, and is reflected as a component of shareholders’ equity in our Consolidated Balance Sheets.

Expense provisions referable to stock options amounted to $9,348,000 in 2006, $5,554,000 in 2005 and $2,000 in 2004. Expense recognized in 2005 and 2004 resulted from stock option award modifications, primarily for terminated Chemicals employees.

Cash-based Compensation Plans

We have incentive plans under which cash awards may be made annually to officers and key employees. Expense provisions referable to these plans amounted to $22,491,000 in 2006, $17,574,000 in 2005 and $11,487,000 in 2004.

Note 12 Other Commitments and Contingencies

We have commitments in the form of unconditional purchase obligations as of December 31, 2006. These include commitments for the purchase of property, plant and equipment of $72,527,000 and commitments for noncapital purchases of $89,489,000. The commitments for the purchase of property, plant and equipment are due in 2007; the commitments for noncapital purchases primarily relate to transportation and electrical contracts and are due as follows: 2007, $29,279,000; 2008–2009, $20,855,000; 2010–2011, $12,227,000; and total $27,128,000 thereafter. Expenditures under the noncapital purchase commitments totaled $139,033,000 in 2006, $158,855,000 in 2005 and $196,952,000 in 2004.

We have commitments in the form of contractual obligations related to our mineral royalties as of December 31, 2006 in the amount of $91,504,000, due as follows: 2007, $11,417,000; 2008–2009, $18,164,000; 2010–2011, $10,978,000; and total $50,945,000 thereafter. Expenditures under the contractual obligations related to mineral royalties totaled $45,569,000 in 2006, $46,299,000 in 2005 and $41,456,000 in 2004.

We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use our commercial banks to issue standby letters of credit to secure our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit listed below are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are cancelled. Substantially all our standby letters of credit are renewable annually at the option of the beneficiary.

Vulcan Materials Company and Subsidiary Companies      65

Notes to Consolidated Financial Statements

Our standby letters of credit as of December 31, 2006 are summarized in the table below (in millions of dollars):

	Amount		Term		Maturity
Standby Letters of Credit
Risk management requirement for insurance claims	$	16.2	One year		Renewable annually
Payment surety required by contract		14.9		—	February 2007
Payment surety required by utilities		0.1	One year		Renewable annually
Contractual reclamation/restoration requirements		35.5	One year		Renewable annually
Total standby letters of credit	$	66.7

As described in Note 2, we may be required to make cash payments in the form of a transaction bonus to certain key former Chemicals employees. The transaction bonus is contingent upon the amounts received under the two earn-out agreements entered into in connection with the sale of the Chemicals business. As of December 31, 2006, the calculated transaction bonus would be $0 and, as such, no liability for these contingent payments has been recorded. Based on our evaluation of possible cash receipts from the earn-outs, the likely range for the contingent payments is between $0 and approximately $5 million.

As described in our significant accounting policy for income taxes in Note 1 (page 50), our accrual for tax contingencies is $9,500,000 as of December 31, 2006.

We are 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 our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.

We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party’s share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties.

We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws, and based our estimated accrued obligation, if any, upon our likely portion of the potential liability in relation to the total liability of all PRPs that have been identified and are believed to be financially viable. In our opinion, the ultimate resolution of claims and assessments related to these sites will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period.

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome of, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels. In our opinion, the disposition of these lawsuits will not adversely affect our consolidated financial position, results of operations or cash flows to a material extent. In addition to those lawsuits in which we are involved in the ordinary course of business, certain other legal proceedings are more specifically described below. Although the ultimate outcome is uncertain, it is our opinion that the disposition of these described lawsuits will not adversely affect our consolidated financial position, results of operations or cash flows to a material extent.

In November 1998, we were named one of several defendants in a claim filed by the city of Modesto in state court in San Francisco, California. The plaintiff sought to recover costs to investigate and clean up low levels of soil and groundwater contamination in Modesto, including a small number of municipal water wells, from a dry cleaning compound, perchloroethylene. This product was produced by several manufacturers, including our former Chemicals business, which was sold in June 2005. The defendants included other chemical and equipment manufacturers, distributors and dry cleaners. The trial of this case began during the first quarter of 2006. On June 9, 2006, the jury returned a joint and several verdict against six defendants, including Vulcan, for compensatory damages of $3.1 million, constituting the costs to filter two wells and pay for certain past investigation costs. On June 13, 2006, the jury returned separate punitive damages awards against three defendants, including $100 million against Vulcan. On August 1, 2006, the trial judge entered an order reducing the punitive damage verdict against Vulcan to $7.25 million and upholding the jury’s findings on compensatory damages. Although the compensatory damages verdict was upheld by the court, we believe our share of the compensatory damages after setoffs from other settlements will not be material to our consolidated financial statements. Accordingly, we have not accrued any amounts related to the compensatory damages verdict. We believe that the punitive damages verdict is contrary to the evidence presented at trial,

66      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

and we are continuing to review potential legal remedies. While it is not possible to predict with certainty the ultimate outcome of this litigation, pursuant to SFAS No. 5, “Accounting for Contingencies,” we have recorded a contingent liability related to the punitive damages claim of $7.25 million as of December 31, 2006.

As part of the first trial, the court on February 14, 2007, entered a Final Statement of Decision ruling in favor of the city of Modesto and against Vulcan and other defendants on certain claims not submitted to the jury relating to the California Polanco Act. The judge awarded additional joint and several damages of $438,000 against Vulcan and the other five defendants. In addition, the city of Modesto will be allowed to seek attorney fees against these six defendants, and Vulcan could also be required to pay a portion of future remediation costs at one of the four sites at issue in the trial. As of December 31, 2006, we have recorded a contingent liability related to this ruling in the amount of $100,000, representing a best estimate of our potential share of the $438,000 awarded. At this time, we cannot determine the likelihood or reasonably estimate the range of potential attorney fees or future remediation costs that Vulcan may have to pay.

In this same lawsuit, the Plaintiff seeks a second trial for soil and groundwater contamination at other locations in Modesto that were not part of the first trial, and the timing of the second trial has not been set by the court. No municipal water wells are part of the second trial. At this time, we cannot determine the likelihood or reasonably estimate a range of loss resulting from the remaining phases of the trial.

We have been named as a defendant in multiple lawsuits filed in 2001 and 2002 in state court and federal district court in Louisiana. The lawsuits claim damages for various personal injuries allegedly resulting from releases of chemicals at our former Geismar, Louisiana plant in 2001. A trial for the issues of causation and damages for ten plaintiffs was held in July 2004. Five of these plaintiffs were dismissed during the trial. A jury awarded the remaining five plaintiffs an aggregate award of $201,000. In November 2006 the trial court approved a settlement class with most of the remaining plaintiffs in the matter. A court-appointed special master is overseeing the settlement process of the November 2006 approved settlement class. A second settlement class was agreed to in principle in January 2007 for those plaintiffs who opted out of the November 2006 approved settlement class. The details of the second settlement class are currently in negotiation. We anticipate all of these matters being resolved in 2007. We have previously recorded a charge for the self-insured portion of these losses, and Vulcan’s insurers are responding to amounts in excess of the self-insured retention.

In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook Quarry in McCook, Illinois, a Chicago suburb. IDOT seeks damages to “repair, restore, and maintain” the road or, in the alternative, judgment for the cost to “improve and maintain other roadways to accommodate” vehicles that previously used the road. The complaint also requests that the court enjoin any McCook Quarry operations that will further damage the road. Discovery is ongoing.

We produced and marketed industrial sand from 1988 to 1994. Since July 1993, we have been sued in numerous suits in a number of states by plaintiffs alleging that they contracted silicosis or incurred personal injuries as a result of exposure to, or use of, industrial sand used for abrasive blasting. As of February 15, 2007, the number of suits totaled 101, involving an aggregate of 567 plaintiffs. Of the pending suits, 52 with 495 plaintiffs are filed in Texas. The balance of the suits have been brought by plaintiffs in state courts in California, Florida, Louisiana and Mississippi. We are seeking dismissal of all suits on the ground that plaintiffs were not exposed to our product. To date, we have been successful in getting dismissals from cases involving almost 17,000 plaintiffs.

While it is not possible to predict with certainty the ultimate outcome of these and other legal proceedings in which we are involved as of December 31, 2006, we had recorded liabilities of $7,435,000 related to the claims and litigation described above for which a loss was determined to be probable and reasonably estimable. For claims and litigation for which a loss was determined to be only reasonably possible, no liability was recorded. Furthermore, the potential range of such losses would not be material to our consolidated financial statements. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described more fully in Note 1 under our accounting policy for claims and litigation including self-insurance (page 50).

Note 13 Shareholders’ Equity

On February 10, 2006, the Board of Directors increased to 10,000,000 shares the existing authorization to purchase common stock. As of December 31, 2006, 3,455,539 shares remained under the purchase authorization.

The number and cost of shares purchased during each of the last three years and shares held in treasury at year end are shown below:

	2006		2005		2004
Shares purchased:
Number		6,757,361		3,588,738		—
Total cost (thousands)	$	522,801	$	228,479	$	—
Average cost	$	77.37	$	63.67	$	—
Shares in treasury at year end:
Number		45,098,644		39,378,985		37,045,535
Average cost	$	28.78	$	19.94	$	15.32

Of the 6,757,361 shares purchased in 2006, 6,680,794 shares were purchased in the open market and 76,567 shares were purchased directly from employees to satisfy income tax withholding requirements on shares issued pursuant to incentive compensation plans.

Vulcan Materials Company and Subsidiary Companies      67

Notes to Consolidated Financial Statements

Note 14 Other Comprehensive Income (Loss)

Comprehensive income includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings and other comprehensive income (loss). The components of other comprehensive income (loss) are presented in the Consolidated Statements of Shareholders’ Equity, net of applicable taxes.

The amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss) for the years ended December 31, 2006, 2005 and 2004 is summarized as follows (in thousands of dollars):

	Before-tax			Tax (Expense)			Net-of-tax
	Amount			Benefit			Amount
December 31, 2006
Fair value adjustment to cash flow hedges	$	115		$	(40	)	$	75
Minimum pension liability adjustment		(1,662	)		635			(1,027	)
Total other comprehensive income (loss)	$	(1,547	)	$	595		$	(952	)
December 31, 2005
Reclassification adjustment for cash flow hedge amounts included in net earnings	$	99		$	(37	)	$	62
Minimum pension liability adjustment		(1,564	)		598			(966	)
Total other comprehensive income (loss)	$	(1,465	)	$	561		$	(904	)
December 31, 2004
Fair value adjustment to cash flow hedges	$	(9,396	)	$	3,534		$	(5,862	)
Less reclassification adjustment for amounts included in net earnings		5,051			(1,900	)		3,151
Minimum pension liability adjustment		(2,020	)		773			(1,247	)
Total other comprehensive income (loss)	$	(6,365	)	$	2,407		$	(3,958	)

Note 15 Enterprise Data – Continuing Operations

Our Construction Materials business is organized in seven regional divisions that produce and sell aggregates and related products and services. All these divisions exhibit similar economic characteristics, product processes, products and services, types and classes of customers, methods of distribution and regulatory environments. Accordingly, they have been aggregated into one reporting segment for financial statement purposes. During 2006, we served markets in 21 states, the District of Columbia and Mexico with a full line of aggregates, and 5 additional states with railroad ballast. 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 majority of our activities are domestic. Long-lived assets outside the United States, which primarily consist of property, plant and equipment, were $146,457,000 in 2006, $105,182,000 in 2005 and $111,207,000 in 2004. We sell a relatively small amount of construction aggregates outside the United States. Nondomestic net sales were $20,595,000 in 2006, $13,490,000 in 2005 and $7,580,000 in 2004. Due to the sale of our Chemicals business as described in Note 2, we have one reportable segment, Construction Materials, which constitutes continuing operations.

Net sales by product are summarized below (in millions of dollars):

	2006		2005		2004
Net Sales by Product
Aggregates	$	2,131.9	$	1,884.0	$	1,622.1
Asphalt mix		500.2		371.4		272.6
Concrete		260.7		252.1		225.0
Other		148.3		107.5		93.5
Total	$	3,041.1	$	2,615.0	$	2,213.2

68      Vulcan Materials Company and Subsidiary Companies

Notes to Consolidated Financial Statements

Note 16 Supplemental Cash Flow Information

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

	2006		2005		2004
Cash payments:
Interest (exclusive of amount capitalized)	$	32,616	$	37,331	$	44,191
Income taxes		219,218		211,985		90,129
Noncash investing and financing activities:
Accrued liabilities for purchases of property, plant and equipment		32,941		14,244		5,898
Debt issued for purchases of property, plant and equipment		177		—		—
Proceeds receivable from exercise of stock options		31		—		—
Amounts referable to business acquisitions:
Liabilities assumed		—		4,684		—
Noncash proceeds from the sale of the Chemicals business:
Earn-outs (Note 2)		—		127,979		—
Working capital adjustments		—		14,255		—

Note 17 Asset Retirement Obligations

SFAS 143, “Accounting for Asset Retirement Obligations” (FAS 143) applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets.

FAS 143 requires recognition of a liability for an asset retirement obligation in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.

We record all asset retirement obligations for which we have legal obligations for land reclamation at estimated fair value. Essentially all these asset retirement obligations relate to our underlying land parcels, including both owned properties and mineral leases. FAS 143 results in ongoing recognition of costs related to the depreciation of the assets and accretion of the liability. For the years ended December 31, we recognized operating costs related to FAS 143 as follows: 2006 – $16,197,000; 2005 – $14,867,000, including $447,000 related to discontinued operations; and 2004 – $12,076,000, including $1,118,000 related to discontinued operations. FAS 143 operating costs for our continuing operations are reported in cost of goods sold. FAS 143 asset retirement obligations are reported within other noncurrent liabilities in our accompanying Consolidated Balance Sheets.

A reconciliation of the carrying amount of our asset retirement obligations for the years ended December 31, 2006, 2005 and 2004 is as follows (in thousands of dollars):

Asset retirement obligations as of December 31, 2003	$	107,683
Liabilities incurred		173
Liabilities (settled)		(9,291	)
Accretion expense		5,375
Revisions up (down)		4,468
Less asset retirement obligations classified as liabilities of assets held for sale		(17,502	)
Asset retirement obligations as of December 31, 2004	$	90,906
Liabilities incurred		3,767
Liabilities (settled)		(12,437	)
Accretion expense		4,826
Revisions up (down)		18,712
Asset retirement obligations as of December 31, 2005	$	105,774
Liabilities incurred		1,021
Liabilities (settled)		(16,806	)
Accretion expense		5,499
Revisions up (down)		19,341
Asset retirement obligations as of December 31, 2006	$	114,829

Note 18 Accounting Changes

2006 – EITF 04-6

On January 1, 2006, we adopted EITF 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry.” In the mining industry, the costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs. Per EITF 04-6, stripping costs incurred during the production phase are considered costs of the extracted minerals under a full absorption costing system, inventoried, and recognized in costs of sales in the same period as the revenue from the sale of the inventory. Additionally, capitalization of such costs would be appropriate only to the extent inventory exists at the end of a reporting period.

Vulcan Materials Company and Subsidiary Companies      69

Notes to Consolidated Financial Statements

Prior to the adoption of EITF 04-6, we expensed stripping costs as incurred with only limited exceptions when specific criteria were met. The January 1, 2006 adoption of EITF 04-6 resulted in an increase in current assets (finished product inventory) of $16,791,000; a decrease in other assets (capitalized quarrying costs) of $659,000; an increase in deferred tax liabilities of $3,896,000; and a cumulative effect of adoption that increased retained earnings by $12,236,000.

2006 – FAS 123(R)

See Note 1 under the caption “Share-based Compensation” (pages 47 and 48).

2006 – FAS 158

See Note 1 under the caption “Recent Accounting Pronouncements” (page 52).

Note 19 Acquisitions

In 2006, we acquired the assets of the following facilities for cash payments of approximately $20,481,000, including acquisition costs and net of acquired cash:

• an aggregates production facility and asphalt mix plant in Indiana

• an aggregates production facility in North Carolina

• an aggregates production facility in Virginia

As a result of these acquisitions, we recognized $8,800,000 of goodwill and $5,146,000 of amortizable intangible assets, all of which are expected to be fully deductible for income tax purposes.

Purchase price allocations for 2006 acquisitions are preliminary and subject to adjustment.

During 2006, we made cash payments of $50,000 for contingent consideration related to a 2005 acquisition.

In 2005, we acquired the assets of the following facilities for cash payments of approximately $93,965,000, including acquisition costs and net of acquired cash:

• five aggregates production facilities and five asphalt mix plants in Arizona

• an aggregates production facility in Georgia

• four aggregates production facilities in Indiana

• an aggregates production facility in Tennessee

The acquisition payments reported above exclude escrowed funds of $5,800,000 of contingent consideration related to the acquisition of the Arizona facilities and $50,000 of contingent consideration related to the acquisition of the Tennessee facility. Upon resolution of such contingencies, distributions to the seller, if any, will be considered additional acquisition costs.

As a result of these acquisitions, we recognized $18,836,000 of goodwill and $32,165,000 of amortizable intangible assets, all of which are expected to be fully deductible for income tax purposes.

In 2004, we acquired the assets of the following facilities for cash payments of approximately $34,555,000, including acquisition costs and net of acquired cash:

• an aggregates production facility in South Carolina

• three aggregates production facilities in Tennessee

• an aggregates production facility in Virginia

Goodwill recognized in these transactions totaled $20,739,000 and is expected to be fully deductible for income tax purposes.

The amount by which the total cost of these acquisitions exceeded the fair value of the net assets acquired, including identifiable intangibles, was recognized as goodwill.

All the 2006, 2005 and 2004 acquisitions described above were accounted for as purchases and, accordingly, the results of operations of the acquired businesses are included in the accompanying consolidated financial statements from their respective dates of acquisition. Had the businesses been acquired at the beginning of fiscal 2006 and 2005, respectively, on a pro forma basis, revenue, net earnings and earnings per share would not differ materially from the amounts reflected in the accompanying consolidated financial statements for 2006 and 2005.

Note 20 Subsequent Event

On February 19, 2007, we signed a definitive agreement to acquire 100% of the stock of Florida Rock Industries, Inc. (Florida Rock), a leading producer of construction aggregates, cement, concrete and concrete products in the Southeast and Mid-Atlantic states, in exchange for cash and stock valued at approximately $4.6 billion based on the February 16, 2007 closing price of Vulcan common stock. Under the terms of the agreement, Vulcan shareholders will receive one share of common stock in a new holding company (whose subsidiaries will be Vulcan Materials and Florida Rock) for each Vulcan share. Florida Rock shareholders can elect to receive either 0.63 shares of the new holding company or $67.00 in cash for each Florida Rock share, subject to proration to ensure that in the aggregate 70% of Florida Rock shares will be converted into cash and 30% of Florida Rock shares will be converted into stock. We intend to finance the transaction with approximately $3.2 billion in debt and approximately $1.4 billion in stock based on the February 16, 2007 closing price of Vulcan common stock. We have received a firm commitment from Goldman, Sachs & Co. to provide bridge financing for the transaction. The transaction is intended to be non-taxable for Vulcan shareholders and non-taxable for Florida Rock shareholders to the extent they receive stock. The acquisition has been unanimously approved by the Boards of Directors of each company and is subject to approval by a majority of Florida Rock shareholders, regulatory approvals and customary closing conditions. The transaction is expected to close in mid-year 2007.

End of Notes to Consolidated Financial Statements

70      Vulcan Materials Company and Subsidiary Companies

Financial Terminology

Acquisitions

The sum of net assets (assets less liabilities, including acquired debt) obtained in a business combination. Net assets are recorded at their fair value at the date of the combination, and include tangible and intangible items.

Capital Employed

The sum of interest-bearing debt, other noncurrent liabilities and shareholders’ equity. Average capital employed is a 12-month average.

Capital Expenditures

Capital expenditures include capitalized replacements of and additions to property, plant and equipment, including capitalized leases, renewals and betterments. Capital expenditures exclude the property, plant and equipment obtained by business acquisitions.

We classify our capital expenditures 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, to improve products, etc.

Capital expenditures classified as environmental control 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. Frequently, profit-adding and major replacement projects also include expenditures for environmental control purposes.

Net Sales

Total customer revenues from continuing operations for our products and services excluding third-party delivery revenues, net of discounts and taxes, if any.

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.

Total Debt as a Percentage of Total Capital

The sum of short-term borrowings, current maturities and long-term debt, divided by total capital. Total capital is the sum of total debt and shareholders’ equity.

Shareholders’ Equity

The sum of common stock (less the cost of common stock in treasury), capital in excess of par value, retained earnings and accumulated other comprehensive income (loss), as reported in the balance sheet. Average shareholders’ equity is a 12-month average.

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.

Vulcan Materials Company and Subsidiary Companies      71

Net Sales, Total Revenues, Net Earnings and Earnings Per Share

Amounts in millions,
except per share Ndata	2006		2005
Net Sales
First quarter	$	642.3	$	479.4
Second quarter		807.8		705.3
Third quarter		848.3		749.4
Fourth quarter		742.7		680.9
Total	$	3,041.1	$	2,615.0
Total Revenues
First quarter	$	708.7	$	528.6
Second quarter		888.2		782.1
Third quarter		929.3		830.0
Fourth quarter		816.3		754.6
Total	$	3,342.5	$	2,895.3
Operating Earnings (Loss)
First quarter	$	98.8	$	37.8
Second quarter		217.9		153.5
Third quarter		206.7		164.9
Fourth quarter		171.7		120.2
Total	$	695.1	$	476.4
Earnings (Loss) from Continuing Operations Before Cumulative Effect of Accounting Changes
First quarter	$	71.7	$	21.4
Second quarter		149.4		102.0
Third quarter		141.3		128.3
Fourth quarter		115.1		92.1
Total	$	477.5	$	343.8
Basic Earnings (Loss) Per Share from Continuing Operations Before Cumulative Effect of Accounting Changes
First quarter	$	0.71	$	0.21
Second quarter		1.50		1.00
Third quarter		1.48		1.25
Fourth quarter		1.21		0.91
Total	$	4.89	$	3.37
Diluted Earnings (Loss) Per Share from Continuing Operations Before Cumulative Effect of Accounting Changes
First quarter	$	0.70	$	0.21
Second quarter		1.47		0.98
Third quarter		1.45		1.23
Fourth quarter		1.19		0.89
Total	$	4.79	$	3.30
Net Earnings (Loss)
First quarter	$	69.9	$	54.4
Second quarter		147.7		121.5
Third quarter		136.1		122.2
Fourth quarter		113.8		90.7
Total	$	467.5	$	388.8
Basic Net Earnings (Loss) Per Share
First quarter	$	0.70	$	0.53
Second quarter		1.49		1.19
Third quarter		1.42		1.19
Fourth quarter		1.20		0.90
Full year	$	4.79	$	3.80
Diluted Net Earnings (Loss) Per Share
First quarter	$	0.68	$	0.52
Second quarter		1.45		1.17
Third quarter		1.39		1.17
Fourth quarter		1.17		0.88
Full year	$	4.69	$	3.73

78      Vulcan Materials Company and Subsidiary Companies

EX-21

Exhibit (21)

VULCAN MATERIALS COMPANY
SUBSIDIARIES
As of December 31, 2006
(Active Subsidiaries Only)

	State or Other	% Owned
	Jurisdiction of	Directly
	Incorporation	or Indirectly
Entity	or Organization	by Vulcan
Subsidiaries:
Atlantic Granite Company	South Carolina		66-2/3
Azusa Rock, Inc.	California		100
BHJ Chemical Company, LLC	Delaware		100
Calizas Industriales del Carmen, S.A. de C.V.	Mexico		100
CalMat Co.	Delaware		100
CalMat Leasing Co.	Arizona		100
MedTex Lands, Inc.	Texas		100
Nolichuckey Sand Co., Inc.	Tennessee		100
Palomar Transit Mix Co.	California		100
Rancho Piedra Caliza, S.A. de C.V.	Mexico		100
Rapica Servicios Tecnicos Y Administrativos, S.A. de C.V.	Mexico		100
RECO Transportation, LLC	Delaware		100
Servicios Integrales, Gestoria Y Administracion, S.A. de C.V.	Mexico		100
Soportes Tecnicos Y Administrativos, S.A. de C.V.	Mexico		100
Southwest Gulf Railroad Company	Texas		95
Statewide Transport, Inc.	Texas		100
Triangle Rock Products, Inc.	California		100
Vulcan Aggregates Company, LLC	Delaware		100
Vulcan Chemicals Investments, LLC	Delaware		100
Vulcan Chloralkali, LLC	Delaware		100
Vulcan Construction Materials, LLC	Delaware		100
Vulcan Construction Materials, LP	Delaware		100
Vulcan Gulf Coast Materials, Inc.	New Jersey		100
Vulcan Gulf Coast Materials, LLC	North Carolina		100
Vulcan Lands, Inc.	New Jersey		100
Vulcan Performance Chemicals, Ltd.	British Columbia		100
Vulica Shipping Company, Limited	Bahamas		100
Wanatah Trucking Co., Inc.	Indiana		100

EX-23

Exhibit (23)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-67586 on Form S-3 and Registration Statements No. 333-40394, 333-99805 and 333-99807 on Form S-8 of our reports dated February 26, 2007 relating to the financial statements and financial statement schedule of Vulcan Materials Company and its subsidiary companies, and management’s report on the effectiveness of internal control over financial reporting (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of SFAS 123(R), “Share-Based Payment;” SFAS 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R);” and EITF Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry”) appearing in and incorporated by reference in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 2006.

/s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP

Birmingham, Alabama

February 26, 2007

EX-24

Exhibit (24)

POWER OF ATTORNEY

     The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Jerry F. Perkins, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Annual Report on Form 10-K for the year ended December 31, 2006 of said corporation to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and to any and all amendments to said report.

     The undersigned hereby grants to said attorneys full power of substitution, resubstitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 15th day of February, 2007.

/s/ Philip J. Carroll, Jr. Philip J. Carroll, Jr.

/s/ Livio D. DeSimone Livio D. DeSimone

/s/ Phillip W. Farmer Phillip W. Farmer

/s/ H. Allen Franklin H. Allen Franklin

/s/ Douglas J. McGregor Douglas J. McGregor

/s/ James V. Napier James V. Napier

/s/ Donald B. Rice Donald B. Rice

/s/ Orin R. Smith Orin R. Smith

/s/ Vincent J. Trosino Vincent J. Trosino

EX-31.(A)

Exhibit 31(a)

Certification of Chief Executive Officer

I, Donald M. James, certify that:

1.	I have reviewed this annual report on Form 10-K of Vulcan Materials Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to Vulcan Materials Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date February 26, 2007

/s/ Donald M. James Donald M. James

Chairman and Chief Executive Officer

EX-31.(B)

Exhibit 31(b)

Certification of Chief Financial Officer

I, Daniel F. Sansone, certify that:

1.	I have reviewed this annual report on Form 10-K of Vulcan Materials Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to Vulcan Materials Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date February 26, 2007	/s/ Daniel F. Sansone Daniel F. Sansone, Senior Vice President and
	Chief Financial Officer

EX-32.(A)

Exhibit 32(a)

Certificate of Chief Executive Officer
of
Vulcan Materials Company

Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          I, Donald M. James, Chairman and Chief Executive Officer of Vulcan Materials Company, certify that the Annual Report on Form 10-K (the “Report”) for the year ended December 31, 2006, filed with the Securities and Exchange Commission on the date hereof:

(i)	fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company.

/s/ Donald M. James Donald M. James

Chairman and Chief Executive Officer

February 26, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

Exhibit 32(b)

Certificate of Chief Financial Officer of
Vulcan Materials Company

Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          I, Daniel F. Sansone, Senior Vice President and Chief Financial Officer of Vulcan Materials Company, certify that the Annual Report on Form 10-K (the “Report”) for the year ended December 31, 2006, filed with the Securities and Exchange Commission on the date hereof:

(i)	fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company.

/s/ Daniel F. Sansone Daniel F. Sansone, Senior Vice President and

Chief Financial Officer

February 26, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.