8-K12B/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 1

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2007

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	001-33841	20-8579133
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K of Vulcan Materials Company, a New Jersey corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on November 16, 2007 (the “Initial Form 8-K”) to include financial statements and pro forma financial information permitted pursuant to Item 9.01 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date on which the Initial Form 8-K was required to be filed.

     As previously reported in the Initial Form 8-K (i) on August 14, 2007, at the special meeting of the shareholders of Florida Rock Industries, Inc. (“Florida Rock”), the Florida Rock shareholders approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 19, 2007, as amended April 9, 2007, by and among Florida Rock, Vulcan Materials Company (formerly named Virginia Holdco, Inc. and referred to herein as “Vulcan”), Legacy Vulcan Corp. (formerly named Vulcan Materials Company and referred to herein as “Legacy Vulcan”), Virginia Merger Sub, Inc. (“Virginia Merger Sub”) and Fresno Merger Sub, Inc. (“Fresno Merger Sub”); (ii) subsequent to the special meeting, on November 16, 2007, Fresno Merger Sub (a wholly owned subsidiary of Vulcan) merged with and into Florida Rock (the “Florida Rock Merger”) and Virginia Merger Sub (a wholly owned subsidiary of Vulcan) merged with and into Legacy Vulcan (the “Vulcan Merger” and, together with the Florida Rock Merger, the “Mergers”) and, as a result of the Mergers, each of Legacy Vulcan and Florida Rock became a wholly owned subsidiary of Vulcan; and (iii) pursuant to the Vulcan Merger, each outstanding share of common stock of Legacy Vulcan (the “Legacy Vulcan Common Stock”) was converted into one share of common stock of Vulcan (the “Vulcan Common Stock”) and pursuant to the Florida Rock Merger, 70% of the outstanding common shares of Florida Rock (the “Florida Rock Common Stock”) were converted into the right to receive $67.00 in cash, without interest, per share of Florida Rock Common Stock, and 30% of the shares of Florida Rock Common Stock were converted into the right to receive 0.63 of a share of Vulcan Common Stock per share of Florida Rock Common Stock.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statements of Business Acquired.

Florida Rock Industries, Inc. and Subsidiaries Consolidated Financial Statements as of September 30, 2007 and September 30, 2006 and for the Three Years Ended September 30, 2007 and Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets at September 30, 2007 and September 30, 2006.

Consolidated Statements of Income for the Years Ended September 30, 2007, September 30, 2006 and September 30, 2005.

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended September 30, 2007, September 30, 2006 and September 30, 2005.

Consolidated Statements of Cash Flows for the Years Ended September 30, 2007, September 30, 2006 and September 30, 2005.

Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm.

See Exhibit 99.1.

     (b) Pro Forma Financial Information.

Vulcan Materials Company Unaudited Pro Forma Condensed Combined Financial Statements.

Unaudited Pro Forma Condensed Combined Balance Sheet and Notes thereto.

Unaudited Pro Forma Condensed Combined Statements of Earnings and Notes thereto.

See Exhibit 99.2.

     (d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit
Number	Description
23.1	Consent of KPMG LLP.
99.1	Florida Rock Industries, Inc. and Subsidiaries Consolidated Financial Statements as of September 30, 2007 and September 30, 2006 and for the Three Years Ended September 30, 2007 and Report of Independent Registered Public Accounting Firm.
99.2	Vulcan Materials Company Unaudited Pro Forma Condensed Combined Financial Statements.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

	VULCAN MATERIALS COMPANY
	(Registrant)
Dated: November 21, 2007	By:	/s/William F. Denson, III
		William F. Denson, III

EXHIBIT INDEX

Exhibit
Number	Description
23.1	Consent of KPMG LLP.
99.1	Florida Rock Industries, Inc. and Subsidiaries Consolidated Financial Statements as of September 30, 2007 and September 30, 2006 and for the Three Years Ended September 30, 2007 and Report of Independent Registered Public Accounting Firm.
99.2	Vulcan Materials Company Unaudited Pro Forma Condensed Combined Financial Statements.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Vulcan Materials Company:

We consent to the incorporation by reference in the registration statements (No. 333-147449 and 333-147450) on Forms S-8 of Vulcan Materials Company our reports dated November 16, 2007, with respect to the consolidated balance sheets of Florida Rock Industries, Inc. and subsidiaries as of September 30, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2007 and the related financial statement schedule, and the effectiveness of internal control over financing reporting as of September 30, 2007, incorporated herein. Our audit report on the consolidated financial statements refers to a change in the method of computing share-based compensation as of October 1, 2005 and a change in the method of accounting for defined benefit postretirement plans as of September 30, 2007.

/s/ KPMG LLP

Jacksonville, Florida

November 16, 2007

Certified Public Accountants

EX-99.1

Exhibit 99.1

     Audited Florida Rock Industries, Inc. and subsidiaries consolidated financial statements as of September 30, 2007 and September 30, 2006, and for the three years ended September 30, 2007 and report of independent registered public accounting firm.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Florida Rock Industries, Inc.:

We have audited Florida Rock Industries, Inc.’s internal control over financial reporting as of September 30, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Florida Rock Industries, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 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, Florida Rock Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Florida Rock Industries, Inc. as of September 30, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2007, and our report dated November 16, 2007 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Jacksonville, Florida
Certified Public Accountants
November 16, 2007

2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Florida Rock Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Florida Rock Industries, Inc. and subsidiaries as of September 30, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Florida Rock Industries, Inc. and subsidiaries as of September 30, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 2007 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of computing share-based compensation as of October 1, 2005 and changed its method of accounting for defined benefit postretirement plans as of September 30, 2007.

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 September 30, 2007, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 16, 2007 expressed an unqualified opinion on the effective operation of internal control over financial reporting.

/s/ KPMG LLP

Jacksonville, Florida
Certified Public Accountants
November 16, 2007

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Florida Rock Industries, Inc. and Subsidiaries
Consolidated Statements of Income Years ended September 30

(Dollars and shares in thousands except per share amounts)

	2007			2006			2005
Net sales	$	1,048,003			1,328,271			1,126,608
Freight revenues		32,771			39,518			26,844
Total sales		1,080,774			1,367,789			1,153,452
Cost of sales		724,086			882,341			775,247
Freight expense		33,172			39,745			26,963
Total cost of sales		757,258			922,086			802,210
Gross profit		323,516			445,703			351,242
Selling, general and administrative expenses		113,227			129,797			108,136
Gain on sales of real estate		(3,928	)		(3,569	)		(6,367	)
Operating profit		214,217			319,475			249,473
Interest expense		(423	)		(259	)		(1,555	)
Interest income		2,701			3,161			1,260
Other income, net		1,437			7,707			6,454
Income before income taxes		217,932			330,084			255,632
Provision for income taxes		76,916			118,675			97,979
Net income	$	141,016			211,409			157,653
Earnings per common share:
Basic	$	2.14			3.22			2.41
Diluted	$	2.11			3.16			2.36
Weighted average number of shares used in computing earnings per common shares:
Basic		65,990			65,621			65,306
Diluted		66,955			66,829			66,764

See accompanying notes.

4

Florida Rock Industries, Inc. and Subsidiaries
Consolidated Balance Sheets September 30
(Dollars in thousands)

	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	34,876			93,353
Accounts receivable, less allowance for doubtful accounts of $2,574($2,530 in 2006)		111,178			142,727
Income taxes receivable		27,511			7,361
Inventories		64,753			53,015
Deferred income taxes		3,740			3,696
Prepaid expenses and other		6,251			5,039
Total current assets		248,309			305,191
Other assets		72,259			64,305
Goodwill		193,175			176,752
Property, plant and equipment, at cost:
Depletable land		159,707			157,536
Other land		85,380			81,839
Plant and equipment		1,110,482			966,363
Construction in process		138,763			81,976
		1,494,332			1,287,714
Less accumulated depreciation, depletion and amortization		636,881			597,702
Net property, plant and equipment		857,451			690,012
	$	1,371,194		$	1,236,260
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	69,209			82,327
Dividends payable		10,004			—
Accrued payroll and benefits		32,164			50,670
Accrued insurance reserves, current portion		6,514			3,196
Accrued liabilities, other		17,209			11,794
Long-term debt due within one year		3,315			3,279
Total current liabilities		138,415			151,266
Long-term debt, less current portion		16,716			16,423
Deferred income taxes		102,598			92,449
Accrued employee benefits		26,636			22,329
Long-term accrued insurance reserves		13,519			19,423
Other accrued liabilities		19,951			18,474
Total liabilities		317,835			320,364
Commitments and contingent liabilities (Notes 3, 5, 8, 9, 13, 17 and 18)
Shareholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized, none issued		—			—
Common stock, $.10 par value; 100,000,000 shares authorized, 66,692,551 shares issued (65,809,776 shares in 2006)		6,669			6,581
Capital in excess of par value		69,368			46,171
Retained earnings		983,504			884,763
Less cost of treasury stock; 478,390 shares in 2006		—			(18,421	)
Accumulated other comprehensive loss, net of tax		(6,182	)		(3,198	)
Total shareholders’ equity		1,053,359			915,896
	$	1,371,194			1,236,260

See accompanying notes.

5

Florida Rock Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows Years ended September 30
(Dollars in thousands)

	2007			2006			2005
Cash flows from operating activities:
Net income	$	141,016			211,409			157,653
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		82,682			74,687			64,558
Deferred income tax provision		11,975			3,288			13,747
Provision for doubtful accounts		657			273			258
Gain on disposition of property, plant and equipment and other assets		(8,117	)		(8,595	)		(12,744	)
Dividends from affiliates		1,134			338			984
Income tax benefit from exercise of stock options		—			—			7,145
Stock option expense		5,032			5,192			—
Net changes in operating assets and liabilities, net of businesses acquired:
Accounts and income taxes receivable		10,958			(1,930	)		(39,759	)
Inventories		(9,754	)		(9,008	)		(6,776	)
Prepaid expenses and other		(1,199	)		(982	)		837
Accounts payable and accrued liabilities		(28,093	)		19,127			39,486
Other, net		308			(2,080	)		(461	)
Net cash provided by operating activities		206,599			291,719			224,928
Cash flows from investing activities:
Purchase of property, plant and equipment		(241,352	)		(158,929	)		(125,546	)
Proceeds from the sale of property, plant and equipment and other assets		12,613			9,384			35,560
Additions to other assets		(6,458	)		(12,712	)		(4,846	)
Investment in joint venture		(1,508	)		—			—
Business acquisitions, net of cash acquired		(30,727	)		(44,030	)		(14,342	)
Long-term cash released from escrow		—			—			2,915
Collection of notes receivable and advance to affiliates		—			341			—
Proceeds from life insurance		—			—			4,776
Net cash used in investing activities		(267,432	)		(205,946	)		(101,483	)
Cash flows from financing activities:
Repayment of long-term debt		(248	)		(232	)		(25,723	)
Exercise of employee stock options		15,721			3,949			4,549
Excess tax benefits from exercise of stock options		31,986			4,037			—
Repurchase of Company common stock		—			(19,898	)		(8	)
Tax payment on net option exercise		(15,412	)		—			—
Payment of dividends		(29,691	)		(49,197	)		(79,233	)
Net cash provided by (used in) financing activities		2,356			( 61,341	)		(100,415	)
Net (decrease)increase in cash and cash equivalents		(58,477	)		24,432			23,030
Cash and cash equivalents at beginning of year		93,353			68,921			45,891
Cash and cash equivalents at end of year	$	34,876			93,353			68,921

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Florida Rock Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows Years ended September 30
(Dollars in thousands) (continued)

	2007		2006		2005
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense, net of amount capitalized	$	462		201		1,734
Income taxes	$	51,777		118,549		84,430
Non-cash investing and financing activities:
Additions to property, plant and equipment from exchanges	$	1,941		4,010		4,652
Additions to debt for a prepaid royalty agreement	$	577		—		—
Additions to property, plant and equipment Financed by issuing debt	$	—		—		1,276
Exercise of stock options satisfied by the surrender of shares	$	3,253		—		—

     See accompanying notes.

7

Florida Rock Industries, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Years ended September 30

(Dollars in thousands except share and per share amounts)

																		Accumu-
																		lated
																		Other
																		Compre-			Total
						Capital in												hensive			Share
	Common Stock					Excess of			Retained			Treasury Stock						Loss, net			Holders’
	Shares			Amount		Par Value			Earnings			Shares			Amount			of tax			Equity
Balances at October 1, 2004		65,021,451		$	6,502	$	22,264		$	592,114			—			—			—		$	620,880
Shares repurchased		(173	)				(8	)														(8	)
Exercise of stock options		526,533			53		4,496															4,549
Tax benefits on stock options exercised							7,145															7,145
Net income										157,653												157,653
Minimum pension liability net of $3,290 tax																			(5,238	)		(5,238	)
Comprehensive income																						152,415
Cash dividends ($.566 per share)										(37,048	)											(37,048	)
Balances at Sept. 30, 2005		65,547,811			6,555		33,897			712,719			—			—			(5,238	)		747,933
Shares repurchased													(516,000	)		(19,898	)					(19,898	)
Exercise of stock options		261,965			26		2,446						37,610			1,477						3,949
Tax benefits on stock options exercised							4,636															4,636
Stock options							5,192															5,192
Net income										211,409												211,409
Minimum pension liability net of $1,281 tax																			2,040			2,040
Comprehensive income																						213,449
Cash dividends ($.60 per share)										(39,365	)											(39,365	)
Balances at Sept. 30, 2006		65,809,776			6,581		46,171			884,763			(478,390	)		(18,421	)		(3,198	)		915,896
Exercise of stock options		882,775			88		(15,619	)		(2,580	)		478,390			18,421						310
Tax benefits on stock options exercised							33,784															33,784
Stock option expense							5,032															5,032
Net income										141,016												141,016
Minimum pension liability, net of $325 tax																			517			517
Comprehensive income																						141,533
Cash dividends ($.60 per share)										(39,695	)											(39,695	)
Adoption of SFAS 158 net of $2,198 tax																			(3,501	)		(3,501	)
Balances at Sept. 30, 2007		66,692,551		$	6,669	$	69,368		$	983,504			0		$	0		$	(6,182	)	$	1,053,359

See accompanying notes.

8

Florida Rock Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

1. Merger with Vulcan Materials Company. On February 19, 2007, the Company entered into a definitive Agreement and Plan of Merger, as amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of April 9, 2007, with Vulcan Materials Company and certain other parties described below. The merger agreement provides that two newly formed subsidiaries of a new holding company will merge with the Company and Vulcan, respectively. As a result of these mergers, the Company and Vulcan each will become wholly owned subsidiaries of the new holding company (“Virginia Holdco, Inc.” or “Holdco”), which will then be renamed Vulcan Materials Company. The Vulcan stock owned by Vulcan shareholders will be converted into shares of Holdco. The Company’s shareholders will have the option to elect to receive $67.00 per share in cash for each Company share held, or 0.63 of a share of common stock of Holdco, subject to proration as described in the following paragraph.

The merger agreement provides that, in the aggregate, 70% of Florida Rock common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive cash consideration and the remaining 30% will be converted into the right to receive stock consideration.

2. Accounting policies. CONSOLIDATION — The consolidated financial statements include the accounts of Florida Rock Industries, Inc. and its more than 50% owned subsidiaries and joint ventures (the “Company”). These statements have been prepared in accordance with U.S. generally accepted accounting principles. All significant intercompany transactions have been eliminated in consolidation. Investments in joint ventures 50% or less owned are accounted for under the equity method of accounting.

     INVENTORIES — Inventories are valued at the lower of cost or market. Cost for parts and supplies inventory at the cement plant are determined under the first-in, first-out (FIFO) method. Cost for other inventories is principally determined under the last-in, first-out (LIFO). Cost of inventories includes raw materials, direct labor and production costs.

     REVENUE RECOGNITION — Revenue, net of discounts, is recognized on the sale of products at the time the products are shipped, all significant contractual obligations have been satisfied and the collection of the resulting accounts receivable is reasonably assured. Amounts billed customers for delivery costs are classified as a component of total sales and the related delivery costs are classified as a component of total cost of sales.

     PROPERTY, PLANT AND EQUIPMENT — Provision for depreciation of plant and equipment is computed using the straight-line method based on the following estimated useful lives:

	Years
Buildings and improvements		8-39
Machinery and equipment:
Water towing equipment		18
Plants and related equipment		8-20
Ancillary equipment		3-25
Automobiles and trucks		3-10
Furniture and fixtures		3-10

Depletion of sand and stone deposits is determined on the basis of units of production in relation to estimated proven reserves. Proven reserves are

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estimated by our geologists based upon results of sampling and other scientific methods and techniques. Depletion was $995,000, $1,306,000 and $1,232,000 for the years ended September 30, 2007, 2006 and 2005, respectively. Units of production were 12,765,000, 15,493,000 and 17,554,000 for years ended September 30, 2007, 2006 and 2005, respectively. Total estimated proven reserves at September 30, 2007 were 1,444,000,000 tons for owned properties and 1,146,000,000 tons for leased properties.

The Company capitalized interest on construction activities of $1,030,000, $898,000 and $78,000 for the years ended September 30, 2007, 2006 and 2005, respectively.

     REPAIRS AND MAINTENANCE – Repair and maintenance costs are expensed as incurred. Renewals and betterments that add to the utility or useful lives of property, plant and equipment are capitalized. Costs of planned major maintenance activities at the cement plant are expensed in the period in which they are incurred. The Company expensed planned maintenance of $3,800,000 in fiscal 2007, as compared to $4,100,000 in fiscal 2006 and $2,800,000 in fiscal 2005. Planned maintenance costs typically results in an overhaul to the wear parts of the major operating components. Since the cement manufacturing process is continuous, the coordination of the repair to multiple components is paramount. Items that would typically be inspected, repaired and/or replaced during an outage would include: chain and belt conveyers, idlers, rollers, mill journals, impact hammers, grinding table liners, separator blades, mill liners, bearings, fans, ductwork, airslides, grinding media, refractory, castable and shell replacement.

     Planned maintenance costs incurred are included in the cost of sales line item in the accompanying statements of income.

     GOODWILL — Goodwill is not amortized, but reviewed for impairment annually or more frequently if certain indicators arise. The annual impairment analysis resulted in no impairment of goodwill. Goodwill is tested for impairment annually on September 30^th at the reporting unit level unless an event occurs during the year that might reduce the fair value of a reporting unit below its carrying value.

     VALUATION OF LONG-LIVED ASSETS — Long-lived assets are periodically reviewed for potential impairment. If this review indicates that the carrying amount of the asset may not be recoverable, estimates of the future cash flows expected with regards to the asset and its eventual disposition are made. If the sum of these future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss based on the fair value of the asset is recorded.

     INCOME TAXES — The Company uses the asset and liability method to financial reporting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on differences between financial statement carrying values and tax bases of assets and liabilities using presently enacted tax rates. Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income.

     STOCK OPTIONS — The Company has a stock option plan under which options for shares of common stock may be granted to directors, officers and key employees. Prior to October 1, 2005, the Company accounted for stock options under the intrinsic value method of APB Opinion No. 25. Accordingly, no compensation expense was recognized because the exercise price of the stock options was equal to the market price of the stock on the date of grant.

Effective October 1, 2005, the Company adopted SFAS No. 123R, “Share-Based

10

Payment,” which requires the Company to recognize compensation expense for the fair value of stock-based compensation awards. As permitted by FAS 123R, the Company elected the modified prospective transition method, and as such, results from prior periods have not been restated. Under the modified prospective method, compensation expense associated with stock options recognized includes: 1) expense related to the remaining unvested portion of all stock option awards granted prior to October 1, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123; and 2) expense related to all stock option awards granted subsequent to October 1, 2005, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. (See Note 10 to the consolidated financial statements)

     EARNINGS PER COMMON SHARE — Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding during the period. Diluted EPS is based on the weighted average number of common shares outstanding and potential dilution of securities that could share in earnings. The only difference between basic and diluted shares used for the calculation is the effect of employee stock options.

     CASH EQUIVALENTS — All highly liquid debt instruments with maturities of three months or less at the time of purchase are considered to be cash equivalents.

     CONCENTRATIONS OF CREDIT RISK — The Company’s operations are principally located within the Southeastern and Mid-Atlantic regions of the United States. It sells construction materials and grants credit to customers, substantially all of whom are related to the construction industry.

     ASSET RETIREMENT OBLIGATIONS — The Company records an asset retirement obligation if a legal obligation exists for the retirement of an asset, the fair value of the liability is recorded and a corresponding amount added to the carrying value. The additional carrying value is amortized over the life of the asset. The liability is accreted at the end of each period through charges to operating expenses. If the obligation is settled for other than the carrying amount of the liability, a gain or loss on settlement is recognized (see Note 3).

     DERIVATIVES — SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” requires companies to record derivatives on the balance sheet as assets and liabilities measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. All derivatives whether designated in hedging relationships or not, are required to be reported on the balance sheet at fair value.

     RISK INSURANCE — It is our policy to self insure for certain insurance risks consisting primarily of physical loss to property, business interruptions, workers’ compensation, comprehensive general liability, product liability and auto liability. Self-insurance retention per occurrence is $3,000,000 for automobile liability (“Risk Insurance”). For workers compensation and general liability, the self-insurance retention is $1,000,000 per occurrence with an aggregate of $2,000,000 for general liability. Insurance coverage is obtained for catastrophic property and casualty expenses, as well as those risks required to be insured by law or contract. Based on an independent actuary’s estimate of the aggregate liability for claims incurred, a provision for claims under the self-insured program is recorded and adjusted monthly.

     USE OF ESTIMATES — The preparation of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates

11

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

     ENVIRONMENTAL — Environmental expenditures that benefit future periods are capitalized. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Estimation of such liabilities is extremely complex. Some factors that must be assessed are engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.

     COMPREHENSIVE INCOME — Comprehensive income consists of net income and an $842,000 decrease, a $3,321,000 decrease and a $8,528,000 increase in the minimum pension liability, net of income taxes of $325,000, $1,281,000, and $3,290,000 for the years ended September 30, 2007, 2006 and 2005, respectively.

     NEW ACCOUNTING PRONOUNCEMENTS — In March 2005, the Emerging Issues Task Force reached a consensus on Issue 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (“EITF 04-6”), EITF 04-6 was effective for the Company beginning October 1, 2006 and requires that stripping costs incurred during the production phase of the mine be included in the costs of the inventory produced during the period that the stripping costs are incurred. The Company currently accounts for stripping costs consistent with the method prescribed by EITF 04-6, and as such, it did not have an effect on the Company’s consolidated financial statements.

     In June 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes,” which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes 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. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective for the Company beginning October 1, 2007 and it is not expected to have a material effect on the Company’s consolidated financial statements.

In June 2006, the FASB ratified EITF No. 06-3, “Disclosure Requirements for Taxes Assessed by a Government Authority on Revenue-Producing Transactions.” EITF 06-3 requires disclosure of a company’s accounting policy with respect to presentation of taxes collected on a revenue producing transaction between a seller and a customer. For taxes that are reported on a gross basis (included in revenue and costs), EITF 06-3 also requires disclosure of the amount of taxes included in the financial statements. EITF 06-3 was effective for the Company beginning January 1, 2007 and did not have a material effect on the Company’s consolidated financial statements. The Company records taxes collected on revenue producing activities on a net basis.

In September 2006, the FASB issued FASB Staff Position (FSP) No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” which prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities. FSP AUG AIR-1 is effective for the Company beginning October 1, 2007 and, as the Company does not currently use the prohibited method, it is not expected to have a material impact on the Company’s consolidated financial statements.

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In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements in Current Year Financial Statements,” which requires registrants to consider the effect of all carryover and reversing effects or prior year misstatements when quantifying errors in current year financial statements. The cumulative effective of initial application is to be reported in the carrying amount of assets and liabilities as of the beginning of that fiscal year, and the offsetting is to be made to the opening balance of retained earnings for that year. The provisions of SAB 108 are effective for the Company’s fiscal year ended September 30, 2007 and did not have a material impact on the consolidated financial statements.

In September 2006, the FASB ratified EITF Issue No. 06-5, “Accounting for Purchases of Life Insurance—Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4.” This issue requires that the determination of the amount that could be realized under an insurance contract (1) consider any additional amounts (beyond cash surrender value) included in the contractual terms of the policy and (2) be based on assumed surrender at the individual policy or certificate level, unless all policies or certificates are required to be surrendered as a group. When it is probable that contractual restrictions would limit the amount that could be realized, such contractual limitations should be considered and any amounts recoverable at the insurance company’s discretion should be excluded from the amount that could be realized. EITF 06-5 is effective for the company beginning October 1, 2007 and the Company is in the process of evaluating its impact, if any, on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for the Company beginning October 1, 2008 and the Company is evaluating the impact, if any, of this Statement on its consolidated financial statements.

In September 2006, the FASB issued 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).” This Statement requires the Company to recognize the overfunded or underfunded status of its defined benefit postretirement plans as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This Statement also requires the measurement of defined benefit plan assets and obligations as of the date of the Company’s fiscal year end. SFAS 158 is effective for the Company as of September 30, 2007 (See Note 12), with the exception of the measurement date provisions, which are effective for the Company’s fiscal year ending September 30, 2009.

3. Asset Retirement Obligation. Asset retirement obligations are recorded for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) normal use of the asset.

The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. The liability is accreted at the end of each reporting period through charges to operating expenses. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

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For concrete and terminal locations, asset retirement obligations are recorded for lease-stipulated requirements, as well as closure obligations related to storage tanks. For the cement and calcium segment, asset retirement obligations have been provided for obligations to reclaim mining sites, asbestos removal, and closure obligations related to storage tanks. For the aggregates segment, an asset retirement obligation was provided where the Company has a legal obligation to reclaim the mining site and closure obligations related to storage tanks.

The current and long-term portions of the asset retirement obligation are recorded in accrued liabilities, other and other accrued liabilities, respectively in the accompanying consolidated balance sheets.

The analysis of the asset retirement obligation for years ended September 30 is as follows (in thousands):

	2007			2006
Balance at beginning of period	$	13,511		$	9,060
Additional liabilities		930			2,148
Cash flow revisions		36			2,295
Accretion of expenses		740			489
Payment of obligations		(1,678	)		(481	)
Balance at end of period	$	13,539		$	13,511

For the years ended September 30, 2007, 2006 and 2005, expense related to the asset retirement obligation was $993,000 and $489,000 and $404,000, respectively.

4. Acquisitions. During the year ended September 30, 2007, the Company acquired a small quarry and concrete operation and a small concrete operation for a combined cost of $30,727,000. Goodwill of $16,423,000 was recorded for the excess of the purchase price over the fair value of the acquired assets and assumed liabilities. The Company also recorded $6,230,000 in amortizable intangible assets as a result of the acquisitions. The results of operations of these acquisitions are immaterial to the results of the Company. The purchase price allocation has not been finalized due to the timing of the acquisition.

5. Transactions with related parties. As of September 30, 2007, four of the Company’s directors were also directors of Patriot Transportation Holding, Inc. (“Patriot”). Such directors own approximately 47% of the stock of Patriot and 24% of the stock of the Company. Accordingly, Patriot and the Company are considered related parties.

     Patriot, through its transportation subsidiaries, hauls diesel fuel, cement and other supplies for the Company. Charges for these services are based on prevailing market prices. Other wholly owned subsidiaries of Patriot lease certain construction aggregates mining and other properties to the Company. The Company paid rents, royalties and transportation charges to subsidiaries of Patriot totaling $8,760,000 in 2007, $8,686,000 in 2006 and $6,728,000 in 2005.

     The Company furnishes certain administrative and property services to Patriot and its subsidiaries. Income earned for these services was $207,000 in 2007, $207,000 in 2006 and $174,000 in 2005.

     At September 30, 2007 and 2006, the Company had net accounts payable to Patriot of $429,000 and, $440,000, respectively.

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     On October 4, 2006, the Company entered into a 50-50 joint venture with a subsidiary of Patriot Transportation Holding, Inc. (“FRP”) to develop property near Brooksville, Florida. We contributed approximately 553 acres of land with a book value of $1,700,000 and FRP contributed approximately 3,433 acres of land which the Company leased from Patriot under a long-term mining lease. In addition, we contributed an additional 288 acre parcel that we acquired in 2006, and FRP reimbursed us $3,018,000 for one-half of the acquisition costs of that parcel. The Company’s investment in the joint venture is $5,136,000 as of September 30, 2007. The Company and FRP are each required to fund up to $2 million each in additional capital contributions. The Company will continue to conduct mining operations on a portion of the property and pay royalties to FRP based on actual tons mined.

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     6. Inventories. Inventories at September 30 consisted of the following (in thousands):

	2007		2006
Finished products	$	38,306		29,312
Raw materials		12,894		9,232
Work in progress		2,563		2,382
Parts and supplies		10,990		12,089
	$	64,753		53,015

     The excess of current cost over the LIFO stated values of inventories was $15,799,000 and $12,018,000 at September 30, 2007 and 2006, respectively.

     During fiscal 2007, 2006 and 2005, certain inventory quantities increased which combined with increased unit costs resulted in increases to the LIFO reserve. The effects increased costs of sales by $3,781,000, $2,595,000, and $2,804,000, respectively.

     7. Other assets. Other assets at September 30 consisted of the following (in thousands):

	2007		2006
Cash surrender value of life insurance	$	33,339		30,723
Investment in and advances to joint ventures		17,931		12,890
Real estate		1,490		8,187
Other		13,499		12,505
	$	66,259		64,305

     The Company is reviewing the long-term strategy of its joint ventures that operate and sell from a quarry in Canada. The Company’s alternatives include, but are not limited to, continuing to operate the quarry, selling its investment, or closing the quarry. At September 30, 2007, the investment in and advances to these joint ventures were $11,226,000.

8. Lines of credit and debt. Long-term debt at September 30 is summarized as follows (in thousands):

	2007		2006
Unsecured notes:
8%-10% notes	$	675		275
Industrial development revenue bonds		17,550		17,550
7% - 8.75% secured notes		1,806		1,877
		20,031		19,702
Less portion due within one year		3,315		3,279
	$	16,716		16,423

     Of the industrial development revenue bonds at September 30, 2007, $3,550,000 is due between 2012 and 2021. The bonds provide for quarterly interest payments between 70.5% and 71.5% of the prime rate (8.25% at September 30, 2007). The bonds are subject to Purchase and Put Agreements with several banks whereby the bondholders may, at their option, sell $1,775,000 of the bonds to the Company in 2008. The bonds are collateralized by certain property, plant and equipment having no carrying value at September 30, 2007. The remaining $14,000,000 of industrial revenue bonds is due in 2022, and is secured by a letter of credit. The interest

16

rate on these bonds is a variable rate established weekly. The average rate on the bonds was 3.7% and 3.3% for fiscal 2007 and 2006, respectively.

     The secured notes and contracts are collateralized by certain real estate having a carrying value of approximately $2,917,000 at September 30, 2007 and are payable in installments through 2015.

     The aggregate amount of principal payments due subsequent to September 30, 2007, assuming that all of the industrial development revenue bondholders exercise their options to sell the bonds to the Company is: 2008 — $3,315,000, 2009 — $369,000, 2010 — $275,000, 2011 — $86,000, 2012 — $52,000 subsequent years — $15,934,000.

     The Company has a revolving credit facility, which is syndicated through a group of six commercial banks under which it may borrow up to $250,000,000. The credit facility expires on June 30, 2009. A commitment fee of .1% is paid on the unused portion of the total credit. At September 30, 2007, no balance was outstanding under the credit agreement.

     The credit agreement contains financial covenants requiring maintenance of certain debt to total capitalization and interest coverage ratios. In addition, the covenants restrict activities regarding investments and leasing and borrowing. At September 30, 2007, the Company was in compliance with all covenants contained in the credit agreement.

     The Company also has available short-term lines of credit from two banks aggregating $35,000,000. At September 30, 2007, no borrowings were outstanding. Under these lines the Company may borrow funds for a period of one to ninety days. There is no commitment fee and the banks can terminate the lines at any time. The interest rate is determined at the time of each borrowing. The Company cancelled $15,000,000 of these lines in October 2007.

9. Preferred Shareholder Rights Plan. On May 5, 1999, the Board of Directors declared a dividend of eight preferred share purchase rights (a “Right”) for each twenty-seven outstanding shares of common stock (after giving effect to stock splits effected subsequent to May 5, 1999). The dividend was paid on June 11, 1999. Each right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Shares”), at a price of $145 per one one-hundredth of a Preferred Share, subject to adjustment.

     In the event that any Person or group of affiliated or associated Persons (an “Acquiring Person”) acquires beneficial ownership of 15% or more of the Company’s outstanding common stock, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. An Acquiring Person excludes any Person or group of affiliated or associated Persons who were beneficial owners, individually or collectively, of 15% or more of the Common Shares on May 4, 1999.

     The rights trade together with the common stock and are not exercisable. However, if an Acquiring Person acquires 15% or more of the common stock the rights may become exercisable and trade separately in the absence of future board action. The Board of Directors may, at its option, redeem all rights for $.01 per right, at any time prior to the rights becoming exercisable. The rights will expire September 30, 2009 unless earlier redeemed, exchanged or amended by the Board.

     In connection with the Merger Agreement, Florida Rock and American Stock

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Transfer & Trust Company, as successor rights agent (“AST”) entered into an amendment (“Amendment No. 1”) to the Rights Agreement, dated as of May 5, 1999, (the “Rights Agreement”), which provides that neither the execution of the merger agreement nor the consummation of the merger will trigger the provisions of the Rights Agreement.

10. Stock option plan. The Company has a stock option plan under which options for shares of common stock may be granted to directors, officers and key employees.

     Effective October 1, 2005, the Company adopted SFAS No. 123R, “Share-Based Payment,” which requires the Company to recognize compensation expense for the fair value of stock-based compensation awards. As permitted by SFAS 123R, the Company elected the modified prospective transition method, and as such, results from prior periods have not been restated. Under the modified prospective method, the Company must record stock-based compensation expense for all awards granted after October 1, 2005 and for the unvested portion of previously granted awards outstanding prior to October 1, 2005.

     The Company grants stock options to officers and key employees that become exercisable in five equal annual installments, subject to continued employment. Compensation expense for these awards is recognized on a straight-line basis over the five-year vesting period. Typically, the annual vesting date occurs in the first quarter of the fiscal year. For fiscal years 2006 and 2005, the Company also granted 1,000 options to each of its non-employee directors for each regular board meeting that they attend. Effective October 1, 2006, non-employee directors received annually in December stock options valued at $50,000 using the Black Scholes option-pricing model. Options granted to directors are immediately exercisable and therefore the entire expense related to these options is recorded at the date of grant. The Company will issue new shares for the exercise of stock options unless there are shares available in treasury. At September 30, 2007, 605,000 shares of common stock were available for future grants.

     Compensation cost related to the unvested portion of awards was estimated in accordance with the original provisions of SFAS 123, adjusted for estimated forfeitures. Compensation cost for all stock-based awards granted after the adoption dated was determined based on grant-date fair value estimated in accordance with SFAS 123R. For the years ended September 30, 2007 and 2006, compensation cost related to stock-based awards was $5,032,000 and $5,192,000. Tax benefits recognized related to stock-based compensation for years ended September 30, 2007 and 2006 were $1,941,000 and $2,003,000.

     The Company used the Black Scholes option-pricing model to determine fair value before and after the adoption of SFAS 123R. The fair value of options granted during the years ended September 30, 2007, 2006 and 2005 was estimated using the following weighted average assumptions:

	2007			2006			2005
Expected dividend yield		1.39	%		1.17	%		1.41	%
Expected volatility		35.91	%		34.32	%		26.81	%
Risk-free interest rate		4.44	%		4.52	%		4.08	%
Expected life of stock options — years		7.1			7.2			7

     Expected volatility is based on the Company’s historical stock prices.

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The following table summarizes stock option activity for the fiscal year ended September 30, 2007:

				Weighted		Weighted
				Average		Average		Aggregate
				Exercise		Remaining		Intrinsic
	Options			Price		Life		Value
Outstanding on September 30, 2006		3,630,626			20.45
Granted		305,194			43.21
Exercised		(1,638,095	)		11.60
Canceled		(29,270	)		40.07
Outstanding on September 30, 2007		2,268,455			29.65		6.3	$	74,369,000
Exercisable on September 30, 2007		1,311,606			22.59		5.3	$	52,330,000

     The weighted average grant-date fair values for the years ended September 30, 2007, 2006 and 2005 were $17.04, $20.86 and $11.96, respectively. The total intrinsic value of options exercised during the years ended September 30, 2007, 2006 and 2005 was $89,882,000, $12,010,000 and $18,522,000, respectively.

     The total tax benefits for year ended September 30, 2007 were $33,784,000 of which $31,986,000 were excess tax benefits and reported as cash flows from financing activities. Prior to the adoption of FAS 123R, these tax benefits would have been classified as cash flows from operating activities.

     As of September 30, 2007, there is $10,591,000 of unrecognized compensation expense related to nonvested option awards that would normally be expected to be recognized over a weighted average period of 2.7 years. However, in connection with the merger agreement with Vulcan (See Note 1) on October 15, 2007, the unvested options were vested and the related compensation cost will be recorded in the first quarter of fiscal 2008.

     During fiscal year 2005, the Company accounted for its stock option plans using the intrinsic value method prescribed by APB 25 and provided the pro forma disclosures required by SFAS 123. The following presents pro forma income and per share data as if a fair value based method had been used to account for stock based compensation for the fiscal year ended September 30, 2005 (in thousands except per share amounts):

Reported net income	$	157,653
Compensation cost determined under fair value based method, net of income tax		(2,892	)
Pro forma net income	$	154,761
Basic earnings per share:
Reported net income	$	2.41
Compensation cost, net of income taxes		(.04	)
Pro forma basic earnings per share	$	2.37
Diluted earnings per share:
Reported net income	$	2.36
Compensation cost, net of income taxes		(.04	)
Pro forma diluted earnings per share	$	2.32

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11. Income taxes. The provision for income taxes for the fiscal years ended September 30 consisted of the following (in thousands):

	2007		2006		2005
Current:
Federal	$	55,271		99,267		72,672
State		9,670		16,120		11,560
		64,941		115,387		84,232
Deferred		11,975		3,288		13,747
Total	$	76,916		118,675		97,979

A reconciliation between the amount of reported income tax provision and the amount computed at the statutory Federal income tax rate follows (in thousands):

	2007			2006			2005
Amount computed at statutory
Federal rate of 35%	$	76,276			115,529			89,471
Effect of percentage depletion		(5,354	)		(5,250	)		(3,505	)
State income taxes (net of Federal income tax benefit)		7,347			10,778			8,619
Manufacturing deduction		(1,634	)		(2,686	)		—
Other, net		281			304			3,394
Provision for income taxes	$	76,916			118,675			97,979

     The types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities at September 30 are presented below (in thousands):

	2007			2006
Deferred tax liabilities:
Basis difference in property, plant and equipment	$	103,976			96,715
Goodwill		19,366			15,693
Other		2,231			2,197
Gross deferred tax liabilities		125,573			114,605
Deferred tax assets:
Insurance reserves		7,555			8,544
Other accrued liabilities		14,052			14,136
Minimum pension liability		3,882			2,009
Canadian net operating losses		1,230			2,034
Other		1,226			1,163
Gross deferred tax assets		27,945			27,886
Valuation allowance for Canadian net operating losses		(1,230	)		(2,034	)
Net deferred tax assets		26,715			25,852
Net deferred tax liability	$	98,858			88,753

     At September 30, 2007, the Company and subsidiaries included in these consolidated financial statements had available Canadian loss carry forwards of approximately $6.4 million, which expire between the years 2009 and 2014. Management believes that sufficient uncertainty exists regarding the realization of these deferred tax assets that a valuation allowance is required, regarding the future realization of the Canadian loss carry forwards. The Company expects to obtain the full benefit of the remaining deferred tax assets over the period of years that the temporary differences are expected to reverse.

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     For the years ended September 30, 2007, 2006 and 2005, income tax benefits attributable to stock option transactions that were recorded to shareholders’ equity were $33,784,000, $4,636,000 and $7,145,000, respectively. For the years ended September 30, 2007, 2006 and 2005 income taxes of $1,151,000, $1,281,000 and $3,290,000 were recorded to shareholders’ equity related to the minimum pension liability.

12. Employee benefits. The Company and its subsidiaries have a number of retirement plans which cover substantially all employees.

     Certain subsidiaries have a qualified noncontributory defined benefit retirement plan covering certain employees. The benefits are based on years of service and the employee’s highest average compensation for any five (or in the case of one subsidiary three) consecutive years of service. Plan assets are invested in mutual funds, listed stocks and bonds and cash equivalents. The Company’s funding policy is to fund annually within the limits imposed by the Employee Retirement Income Security Act.

     The Company also has a nonqualified management security plan for certain officers and key employees. Accrued benefits were frozen as of December 31, 2001. Contributions are made to the plan, sufficient to satisfy the funding requirements as incurred. Life insurance on the lives of the participants has been purchased to partially fund this benefit and the Company is the owner and beneficiary of such policies (see Note 7 to the consolidated financial statements). Upon closing of the merger with Vulcan Materials Company, participants in this plan will become fully vested in their benefits.

     SFAS 158 was effective for the Company for the year ended September 30, 2007. This Statement requires the recognition of an entity’s over (under)funded status of defined benefit plans in the statement of financial position. This Statement also requires recognition in other comprehensive income of certain gains and losses that arise during the period but are deferred under current pension accounting rules. On September 30, 2007, the Company recognized the net underfunded status of its defined benefit pension plans in the Consolidated Balance Sheet.

     The Company uses a measurement date of June 30 for its noncontributory defined benefit retirement plan and September 30 its management security plan.

     Net periodic pension cost (income) for fiscal years ended September 30 included the following components (in thousands):

	2007			2006			2005
Service cost-benefits earned during the period	$	363			414			447
Interest cost on projected benefit obligation		2,748			2,386			2,382
Return on assets		(1,804	)		(1,795	)		(1,866	)
Amortization of net asset and prior service cost		652			2,043			925
Net periodic pension cost		1,959			3,048			1,888
FAS 88 changes:
Curtailment		—			10			—
Total net periodic pension cost	$	1,959			3,058			1,888

     The following table provides for the retirement plan a reconciliation of projected benefit obligations, the funded status and the amounts included in the consolidated balance sheets at September 30 (in thousands):

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	2007			2006
Change in projected benefit obligation:
Balance beginning of year	$	47,801			48,736
Service cost		363			414
Interest cost		2,748			2,386
Actuarial (gain) loss		3,546			(941	)
Curtailment		—			(179	)
Benefits paid		(2,480	)		(2,615	)
Balance end of year	$	51,978			47,801
Accumulated benefit obligation at end of year	$	50,843			46,842
Change in plan assets:
Balance beginning of year	$	23,354			23,425
Employer contributions		1,226			1,314
Actual return on assets		2,782			1,429
Expenses		(221	)		(199	)
Benefits paid		(2,480	)		(2,615	)
Balance end of year	$	24,661			23,354
Net amount recognized:
Funded status	$	(27,317	)		(24,447	)
Employer contributions after measurement date		444			—
Unrecognized net actuarial loss		—			7,894
Unrecognized prior service cost		—			558
Net amount recognized	$	(26,873	)		(15,995	)
Amount recognized in Consolidated Balance Sheets:
Current liabilities	$	(2,215	)		—
Noncurrent liabilities		(24,658	)		(21,760	)
Intangible Asset		—			558
Accumulated Other Comprehensive Income		—			5,207
	$	(26,873	)		(15,995	)

     Actuarial gains or losses and prior service costs that have not yet been included in pension expense as of September 30, 2007 have been recognized as a component of ending Accumulated Other Comprehensive Income as follows:

Prior service cost		$	495
Net actuarial loss			10,223
		$	10,718
Weighted Average Assumptions used to determine benefit obligation:
Discount Rate		6.00	%	6.00	%
Rate of Compensation Increase		3.50	%	3.50	%
Increase in minimum liability included in Comprehensive Income	$	—		3,321
Weighted Average Assumptions used to determine net periodic pension cost:
Discount Rate		6.00	%	5.00	%
Expected Return on Plan Assets		8.00	%	8.00	%
Rate of Compensation Increase		3.50	%	3.50	%

22

Plan Assets:

	Target Allocation		Percentage of Plan		Assets At
	Percentages		6/30/07		6/30/06
Equity securities		60 - 80		84		78
Debt securities		20 - 30		11		18
Other		2 - 5		5		4
Total				100		100

     Our pension policy was established 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 strategy for implementing this policy is to invest in a relatively high proportion (60%-80%) in publicly traded equities, a moderate amount (20%-30%) in long-term publicly traded debt and a relatively small amount (2%-5%) in other investments.

     The policy is articulated through guideline ranges and targets for each asset category: domestic equities, bonds, specialty investments and cash reserves. Management implements the strategy within these guidelines and reviews the financial results monthly.

     Assumptions regarding our expected return on plan assets are based primarily on judgments made by management. 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 our expected return on the long-term, not recent history. Accordingly, the expected return has been 8% for the past several years.

     The Company expects to contribute approximately $2,532,000 to the Plans during 2008.

     Estimated future benefit payments reflecting future service for the fiscal year ending (in thousands):

2008	$	3,863
2009		3,718
2010		3,638
2011		3,783
2012		3,943
2013-2017		21,876

     In fiscal 2006 and 2005, certain union employees were covered by multi-employer plans not administered by the Company. Payments of $79,000 and $136,000 were made to these plans during fiscal 2006 and 2005, respectively.

23

     Additionally, the Company and certain subsidiaries have savings/profit sharing plans for the benefit of qualified employees. The savings feature of the plans incorporates the provisions of Section 401(k) of the Internal Revenue Code. Under the savings feature of the plans, eligible employees may elect to save a portion (within limits) of their compensation on a tax deferred basis. The Company contributes to a participant’s account an amount equal to 50% (with certain limits) of the participant’s contribution. Additionally, the Company and certain subsidiaries may make annual contributions to the plans as determined by the Board of Directors, with certain limitations. The plans provide for deferred vesting with benefits payable upon retirement or earlier termination of employment. The total cost of the plans was $22,725,000 in 2007, $33,930,000 in 2006 and $25,161,000 in 2005.

     The Company and one of its subsidiaries provide certain health care benefits for retired employees. Employees may become eligible for those benefits if they were employed by the Company prior to December 10, 1992, meet service requirements and reach retirement age while working for the Company. The plans are contributory and unfunded. The Company accrues the estimated cost of retiree health benefits over the years that the employees render service. The Company uses a July 1 measurement date for the retiree healthcare plan.

     The following table for the retiree health care plan provides a reconciliation of benefit obligations, the funded status and the amounts included in the consolidated balance sheets at September 30 (in thousands):

	2007			2006
Change in benefit obligation:
Balance beginning of year	$	1,600			2,162
Service cost		66			87
Plan participant contributions		188			176
Interest cost		84			84
Actuarial (gain) loss		(72	)		(569	)
Benefits paid		(363	)		(340	)
Balance end of year	$	1,503			1,600
Change in plan assets:
Balance beginning of year	$	0			0
Employer contributions		175			164
Plan participant contributions		188			176
Benefits paid		(363	)		(340	)
Balance end of year	$	0			0
Net amount recognized:
Funded status	$	(1,503	)		(1,600	)
Unrecognized net gain		—			(714	)
Unrecognized prior service cost		—			68
Accrued post-retirement benefit costs	$	(1,503	)		(2,246	)
Amounts recognized in the Consolidated
Balance Sheets:
Current liabilities		(87	)		—
Noncurrent liabilities		(1,416	)		—
Funded status		(1,503	)		—

Actuarial gains or losses and prior service costs or credits that have not yet been included in pension expense as of September 30, 2007 have been recognized as a component of ending accumulated other comprehensive income as follows:

Net actuarial gain	(707	)	—
Prior service cost	52		—
Total	655		—

24

     Net periodic post-retirement benefit cost for fiscal years ended September 30 includes the following components (in thousands):

	2007			2006			2005
Service cost of benefits earned during the period	$	66			87			72
Interest cost on APBO		84			84			91
Net amortization and deferral		(64	)		(32	)		(66	)
Net periodic post-retirement benefit cost	$	86			139			97

     The discount rate used in determining the Net Periodic Post Retirement Benefit Cost was 6% and 5% for 2007 and 2006, respectively. The discount rate used in determining the benefit obligation was 6% in 2007 and 2006.

     The expected contribution by the Company for 2008 is $120,000.

     Estimated future benefit payments reflecting expected future service for the fiscal year ending (in thousands):

2008	$	120
2009		123
2010		125
2011		133
2012		139
Thereafter		824

     The discount rate assumptions for the Company’s benefit plans at September 30, 2007 and 2006 were determined based on yield rates on long-term corporate Aa and Aaa bonds that would approximate projected benefit payments.

13. Leases. Certain plant sites, office space and equipment are rented under operating leases. Total rental expense, excluding mineral leases which are cancelable, for fiscal 2007, 2006 and 2005 was $4,947,000, $6,510,000 and $5,894,100 respectively. Future minimum lease payments under operating leases with an initial or remaining non-cancelable term in excess of one year, exclusive of mineral leases which are cancelable, at September 30, 2007 are as follows: 2008-$1,835,000; 2009-$1,614,000; 2010-$1,447,000; 2011-$1,312,000; 2012-$1,289,000; after 2011-$10,203,000. Certain leases include options for renewal by the Company. Most leases require the Company to pay for utilities, insurance and maintenance. The mineral leases which are cancelable have variable payments based on the actual tons mined each month.

14. Gain on sales of real estate and other income. During 2007, the Company sold real estate resulting in pre-tax gains of $3,928,000. During 2006, the Company sold a 15% interest in an affiliate, resulting in a gain of $1,442,000, which is included in other income. The Company exchanged parcels of land with another party in settlement of a lawsuit, with part of the transaction occurring in 2006 and part in 2005. The exchange was recorded at fair value, with the resulting pre-tax gains of $2,838,000 and $3,747,000 recorded in other income in 2006 and 2005, respectively. During 2005, the Company sold a former quarry site in the Baltimore area in two closings with gross proceeds of $33,500,000, resulting in a pre-tax gain of $6,013,000. The Company is in the process of completing the site work related to this sale. As a result, an additional $886,000 of gain was deferred and will be recognized as income as the site work is completed. During fiscal 2006, $397,000 of the deferred gain was recognized in income. Also in 2005, the Company sold another parcel of land for $600,000 and realized a pre-tax gain of $116,000. Additionally during 2005, the Company sold other parcels of land resulting in a combined gain of $238,000.

25

15. Business Segments. Three business segments have been identified, each of which is managed separately along product lines. All operations are in the Southeastern and Mid-Atlantic states. In July 2007, the Company acquired a quarry and ready-mix operation in the Bahamas. The results of these operations were insignificant and therefore foreign operations are not reported separately. The Construction Aggregates segment mines, processes and sells construction aggregates. The Concrete products segment produces and sells ready mix concrete and other concrete products. The Cement and Calcium products segment produces and sells cement and calcium products to customers in Florida and Georgia. It also imports into Florida cement, slag and clinker that is either sold or ground into cement and slag and then sold.

     Operating results and certain other financial data for the business segments are as follows (in thousands):

	2007			2006			2005
Net sales, excluding freight
Construction aggregates	$	359,601			387,590			325,254
Concrete products		659,337			867,123			728,272
Cement and calcium		166,975			235,244			206,254
Intersegment sales		(137,910	)		(161,686	)		(133,172	)
Total net sales	$	1,048,003			1,328,271			1,126,608
Operating profit
Construction aggregates	$	103,246			117,215			94,552
Concrete products		81,452			148,149			118,161
Cement and calcium		55,745			83,600			57,336
Corporate overhead		(26,226	)		(29,489	)		(20,576	)
Total operating profit	$	214,217			319,475			249,473
Identifiable assets, at year end
Construction aggregates	$	590,861			471,637			408,322
Concrete products		326,576			331,117			280,114
Cement and calcium		330,906			252,825			226,490
Unallocated corporate assets		70,439			74,831			56,776
Cash items		34,876			93,353			68,921
Investments in affiliates		17,536			12,497			12,368
Total identifiable assets	$	1,371,194			1,236,260			1,052,991
Depreciation, depletion and amortization
Construction aggregates	$	38,773			33,789			27,578
Concrete products		31,341			28,808			25,138
Cement and calcium		9,391			8,882			8,712
Other		3,177			3,208			3,130
Total depreciation, depletion and amortization	$	82,682			74,687			64,558
Capital expenditures
Construction aggregates	$	110,090			81,076			91,003
Concrete products		37,392			48,173			27,961
Cement and calcium		93,504			29,782			7,804
Other		2,307			3,908			4,706
Total capital expenditures	$	243,293			162,939			131,474

26

     Capital expenditures include additions to property, plant and equipment from exchanges of $1,941,000, $4,010,000 and $4,652,000 for fiscal 2007, 2006 and 2005, respectively, which are reported in the cash flow statement as non-cash activity. Capital expenditures also include additions to property, plant and equipment financed by issuing debt of $1,276,000 for fiscal 2005.

     Construction aggregates operating profit for 2006 and 2005 includes gains on the sale of real estate of $1,685,000 and $6,194,000, respectively. Construction aggregates operating profit for 2005 also includes the recovery of previously expensed costs and fee reimbursement in an insurance settlement of $2,116,000. Concrete products operating profit for 2006 and 2005 includes gains on the sale of real estate of $1,884,000 and $173,000, respectively. Cement and calcium operating profit for 2006 includes $1,075,000 of insurance proceeds.

     Cement and calcium operating profit for 2007 includes gains on the sale of real estate of $3,972,000.

     Corporate overhead includes the costs of certain operating activities that are not reflected in the operating results used internally to measure and evaluate our core businesses. These costs include executive management and related personnel costs, corporate development costs, public company expenses, certain employee benefits, professional and service fees, certain insurance costs, and other general corporate items.

16. Fair values of financial instruments. At September 30, 2007 and 2006 the carrying amounts reported in the balance sheets for cash and cash equivalents, notes receivable, short-term notes payable to banks, revolving credit and industrial development revenue bonds approximate their fair values. The fair values of the Company’s other long-term debt are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. At September 30, 2007 and 2006 the carrying amount of such other long-term debt approximated their fair value.

17. Contingent liabilities. In view of the inherent uncertainties, the outcome of any unresolved matters described below cannot be predicted at this time, nor can the amount of potential loss, if any, be reasonably estimated.

     On March 22, 2006, the United States District Court for the Southern District of Florida ruled that the mining permit issued for our Miami quarry, as well as several permits issued to competitors in the same region, had been improperly issued. The Court remanded the permitting process to the U.S. Army Corps of Engineers for further review and consideration.

     On July 13, 2007, the Court ordered the Company to cease all mining excavation at the Miami quarry, effective on July 17, 2007, pending the issuance by the U.S. Army Corps of Engineers of a Supplemental Environmental Impact Statement.

     The Court based its decision to shut down mining activity of the Miami quarry and two quarries owned by competitors on concern that levels of benzene had been detected in an area of the Biscayne Aquifer known as the Northwest Wellfield, which supplies a significant portion of the water supply to the Miami area. At this time, the Company does not believe the benzene was produced by the Company’s mining activities or that the levels of benzene pose a risk to human health.

27

     For the year ended September 30, 2007, we sold 3,156,000 tons of aggregates from the Miami quarry, generating $36,102,000 in revenues. A significant portion of this volume is shipped by rail to Central and Northeast Florida and used in our concrete production facilities in Southeastern Florida, Central Florida and Jacksonville. Our Miami quarry employs 40 persons and has property, plant and equipment of approximately $85,233,000 of which $23,562,000 is land.

     We estimate that recoverable reserves at the Miami quarry (assuming that mining is permitted to continue in the long term) are approximately 132 million tons.

     The Company has performed an impairment analysis in accordance with SFAS No. 144,”Accounting for the Impairment or Disposal of Long-Lived Assets,” and has determined that the assets are not impaired at this time. In the event the Corp of Engineers does not re-issue a permit to resume mining, the Company plans to transfer all movable assets to other locations. The recoverability of the remaining assets, consisting of land and infrastructure, would depend on the value of the land for alternative uses. Depending on potential usage of the land this could result in an impairment charge between zero and $35 million.

     The Company and the members of its board of directors were named in a purported shareholder class action complaint filed in Florida state court (the Duval County Circuit Court) on March 6, 2007, captioned Dillinger v. Florida Rock, et al., Case No. 16-20007-CA-001906. The complaint seeks to enjoin the merger and alleges, among other things, that the directors have breached their fiduciary duties owed to the Company’s shareholders by attempting to sell the Company to Vulcan for an inadequate price. The Company has entered into a Memorandum of Understanding by which the parties have agreed in principle to settle such action, subject to certain conditions, including the closing of the pending merger with Vulcan Materials Company.

     We are involved in litigation on a number of other matters and are subject to certain claims which arise in the normal course of business, none of which, in the opinion of management, are expected to have a materially adverse effect on our consolidated financial statements.

     We have retained certain self-insurance risks with respect to losses for third party liability and property damage. At September 30, 2007, the Company had $20,034,000 in accrued risk insurance reserves.

18. Commitments. At September 30, 2007, the Company had purchase commitments of approximately $41,396,000. Of this amount approximately $24,180,000 were orders placed for equipment.

28

Quarterly Results (unaudited)
Dollars in thousands except per share amounts)

	First				Second				Third				Fourth
	2007		2006		2007		2006		2007		2006		2007		2006
Total sales, including freight	$	295,349		306,252		249,387		364,087		275,631		360,993		260,407		336,457
Gross profit	$	91,423		89,325		69,114		124,073		84,475		121,405		78,504		110,900
Operating profit	$	66,906		61,749		40,585		90,376		54,181		90,296		52,545		77,054
Income before income taxes	$	68,976		66,165		40,819		91,034		55,430		91,871		52,707		81,014
Net income	$	44,279		42,015		26,210		57,810		36,054		58,317		34,473		53,267
Per common share:
Basic EPS	$	.68		.64		.40		.88		.54		.89		.52		.81
Diluted EPS	$	.67		.63		.39		.86		.54		.87		.51		.80

29

EX-99.2

Exhibit 99.2

VULCAN MATERIALS COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On November 16, 2007, Legacy Vulcan Corp. (formerly Vulcan Materials Company and referred to below as “Legacy Vulcan”) and Florida Rock Industries, Inc. (“Florida Rock”) completed their previously announced mergers pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007, as amended (the “merger agreement”).

Under the terms of the merger agreement, Legacy Vulcan shareholders received one share of Vulcan common stock for each share of Legacy Vulcan common stock that they owned. Approximately 95.8 million shares of Vulcan common stock were issued in exchange for all outstanding common stock of Legacy Vulcan based on the one-for-one ratio.

Florida Rock shareholders had the right to elect to receive either 0.63 of a share of Vulcan common stock or $67.00 in cash, without interest, for each share of Florida Rock common stock that they owned. The elections were subject to proration so that, in the aggregate, 70% of all outstanding shares of Florida Rock common stock were exchanged for cash and 30% of all outstanding shares of Florida Rock common stock were exchanged for shares of Vulcan common stock. Additionally, under the terms of the merger agreement, each outstanding Florida Rock stock option, which fully vested prior to the effective time of the mergers, ceased to represent an option to acquire shares of Florida Rock common stock and instead represented the right to receive a cash amount equal to the excess, if any, of $67.00 per option to acquire one share of Florida Rock common stock over the exercise price payable in respect of such stock option (the “option consideration”).

Approximately $3.21 billion in cash was paid in exchange for approximately 70% of the outstanding common stock of Florida Rock, based on the proration provisions of the merger agreement, and to fund the option consideration. Approximately $12.6 million shares of Vulcan common stock were issued in exchange for approximately 30% of the outstanding common stock of Florida Rock, based on the exchange ratio and proration provisions of the merger agreement, at a value of approximately $1.44 billion. Pursuant to accounting principles generally accepted in the United States of America, the value assigned to the stock consideration paid was based on the $113.97 average closing share price, adjusted for dividends, of Legacy Vulcan’s common stock during the four trading days from February 15, 2007 through February 21, 2007, centered on the day the transaction was announced. Including Legacy Vulcan’s direct transaction costs of approximately $30 million, total cash and stock consideration paid was approximately $4.7 billion.

The mergers have been treated as a purchase business combination pursuant to Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” (FAS 141). Legacy Vulcan is considered the acquiring corporation for accounting and financial reporting purposes; accordingly, the historical financial statements of Legacy Vulcan become the historical financial statements of Vulcan. Under FAS 141, the purchase price paid by Legacy Vulcan, together with the direct costs of the mergers incurred by Legacy Vulcan, have been allocated to Florida Rock’s tangible and intangible assets and liabilities based on their estimated fair values, with the excess recorded as goodwill. The assets, liabilities and results of operations of Florida Rock have been consolidated into the assets, liabilities and results of operations of Vulcan as of the closing date of the mergers.

For purposes of these unaudited pro forma condensed combined financial statements, the allocation of the purchase price to Florida Rock’s tangible and intangible assets and liabilities is based upon management’s initial internal valuation estimates, and further refinements are likely to be made. Definitive allocations will be performed and finalized based upon valuation analyses and other studies when completed.

We anticipate that the mergers will provide the combined company with cost-saving synergies and other financial benefits. We expect such synergies to be partially offset by merger-related integration costs. Additionally, as a result of the mergers, we are required by consent decree that we entered into with the Antitrust Division of the U.S. Department of Justice to divest certain Florida Rock and Vulcan assets. The accompanying pro forma condensed combined statements of earnings, while helpful in illustrating the operating results of the combined company under

1

one set of assumptions, do not reflect any cost-saving or other synergies which may be attainable subsequent to the consummation of the mergers, any potential costs to be incurred in integrating the two companies, or the effects of divesting certain facilities and, accordingly, do not attempt to predict or suggest future results.

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of Legacy Vulcan and Florida Rock after giving effect to the mergers. The unaudited pro forma condensed combined balance sheet as of September 30, 2007 combines Legacy Vulcan’s and Florida Rock’s historical condensed consolidated balance sheets as of September 30, 2007 and gives effect to the mergers as if the mergers were consummated on that date. Legacy Vulcan’s fiscal year ends on December 31; Florida Rock’s fiscal year ends on September 30. Therefore, the unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2006 combines Legacy Vulcan’s historical condensed consolidated statement of earnings for the year ended December 31, 2006 with Florida Rock’s historical condensed consolidated statement of earnings for the twelve month period ended September 30, 2006, and gives effect to the mergers as if the mergers were consummated as of January 1, 2006. The unaudited pro forma condensed combined statement of earnings for the nine months ended September 30, 2007 combines Legacy Vulcan’s historical condensed consolidated statement of earnings for the nine months ended September 30, 2007 with Florida Rock’s historical condensed consolidated statement of earnings for the nine months ended June 30, 2007, and gives effect to the mergers as if the mergers were consummated as of January 1, 2006.

The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only. This information includes certain assumptions and estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the mergers had been consummated as of the date or at the beginning of the period presented or which may be attained in the future. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes included in this Form 8-K/A, Legacy Vulcan’s Annual Report on Form 10-K for the year ended December 31, 2006, as revised by Legacy Vulcan’s Current Report on Form 8-K filed on July 12, 2007, Legacy Vulcan’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, Florida Rock’s Quarterly Report on Form 10-Q for the three- and nine-month periods ended June 30, 2007 and Florida Rock’s historical consolidated financial statements and notes thereto included in this Form 8-K/A.

This discussion of the unaudited pro forma combined condensed financial information of Legacy Vulcan and Florida Rock and the information itself contain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance, synergies and the combined businesses of Legacy Vulcan and Florida Rock. Statements preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan” or similar expressions are intended to identify some of the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of that Act. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the risks and uncertainties described under the heading “Risk Factors” in Vulcan’s Annual Report of Form 10-K for the fiscal year ended December 31, 2006 and Florida Rock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007. We undertake no obligation to update publicly or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise.

2

VULCAN MATERIALS COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2007

	Historical						Pro Forma
	Legacy						Adjustments			Pro Forma
(Amounts in thousands)	Vulcan			Florida Rock			(Note 2)			Combined
Cash and cash equivalents	$	31,079		$	34,876		$	—		$	65,955
Accounts and notes receivable, net		454,023			138,689			—			592,712
Inventories		266,522			64,753			15,799	(a)		347,074
Deferred income taxes		30,402			3,740			—			34,142
Prepaid expenses		39,364			6,251			—			45,615
Total current assets		821,390			248,309			15,799			1,085,498
Investments and long-term receivables		5,069			—			—			5,069
Property, plant and equipment, net		2,052,770			857,451			778,194	(b)		3,688,415
Goodwill		650,205			193,175			2,884,092	(c)		3,727,472
Other assets		205,074			72,259			327,446	(d)		621,105
								16,326	(e)
Total assets	$	3,734,508		$	1,371,194		$	4,021,857		$	9,127,559
Current maturities of long-term debt	$	562		$	3,315		$	—		$	3,877
Short-term borrowings		147,775			—			1,258,938	(f)		1,406,713
Trade payables and other accruals		307,235			135,100			(32,961	)(g)		409,374
Total current liabilities		455,572			138,415			1,225,977			1,819,964
Long-term debt		321,227			16,716			2,000,000	(f)		2,337,943
Deferred income taxes		299,611			102,598			412,659	(h)		814,868
Other noncurrent liabilities		358,430			60,106						418,536
Total liabilities		1,434,840			317,835			3,638,636			5,391,311
Preferred stock		—			—			—			—
Common stock		139,705			6,669			(38,178	)(i)		108,196
Capital in excess of par value		254,271			69,368			1,274,308	(i)		1,597,947
Retained earnings		3,215,846			983,504			(2,151,250	)(i)		2,048,100
Accumulated other comprehensive income (loss)		(17,995	)		(6,182	)		6,182	(i)		(17,995	)
Treasury stock		(1,292,159	)		—			1,292,159	(i)		—
Total shareholders’ equity		2,299,668			1,053,359			383,221			3,736,248
Total liabilities and shareholders’ equity	$	3,734,508		$	1,371,194		$	4,021,857		$	9,127,559

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

3

VULCAN MATERIALS COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
For the Year Ended December 31, 2006

	Historical
	Legacy Vulcan		Florida Rock
	For the		For the Twelve
	Year Ended		Months Ended		Pro Forma
	December 31,		September 30,		Adjustments			Pro Forma
(Amounts in thousands, except per share data)	2006		2006		(Note 2)			Combined
Net sales	$	3,041,093	$	1,328,271	$	(15,166	)  (j)	$	4,354,198
Delivery revenues		301,382		39,518		—			340,900
Total revenues		3,342,475		1,367,789		(15,166	)		4,695,098
Cost of goods sold		2,109,189		882,341		59,991	(k)		3,036,355
						(15,166	)  (j)
Delivery costs		301,382		39,745		—			341,127
Cost of revenues		2,410,571		922,086		44,825			3,377,482
Gross profit		931,904		445,703		(59,991	)		1,317,616
Selling, administrative and general expenses		264,276		129,797		—			394,073
Gain on sale of property, plant and equipment, net		5,557		3,569		—			9,126
Other operating income, net		21,904		—		—			21,904
Operating earnings		695,089		319,475		(59,991	)		954,573
Other income, net		28,541		7,707		—			36,248
Interest income		6,171		3,161		—			9,332
Interest expense		26,310		259		185,039	(l)		211,608
Earnings from continuing operations before income taxes		703,491		330,084		(245,030	)		788,545
Provision for income taxes		223,313		118,675		(97,500	)(m)		244,488
Earnings from continuing operations	$	480,178	$	211,409	$	(147,530	)	$	544,057
Earnings per share from continuing operations:
Basic	$	4.92	$	3.22				$	4.94
Diluted	$	4.81	$	3.16				$	4.84
Weighted-average common shares outstanding — basic		97,577		65,621		(53,016	)		110,182
Weighted-average common shares outstanding — diluted		99,777		66,829		(54,224	)		112,382

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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VULCAN MATERIALS COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
For the Nine Months Ended September 30, 2007

	Historical
	Legacy Vulcan			Florida Rock
	For the Nine			For the Nine
	Months Ended			Months Ended		Pro Forma
	September 30,			June 30,		Adjustments			Pro Forma
(Amounts in thousands, except per share data)	2007			2007		(Note 2)			Combined
Net sales	$	2,282,943		$	797,205	$	(9,725	)  (j)	$	3,070,423
Delivery revenues		187,954			23,162		—			211,116
Total revenues		2,470,897			820,367		(9,725	)		3,281,539
Cost of goods sold		1,553,123			551,702		38,331	(k)		2,133,431
							(9,725	)  (j)
Delivery costs		187,954			23,653		—			211,607
Cost of revenues		1,741,077			575,355		28,606			2,345,038
Gross profit		729,820			245,012		(38,331	)		936,501
Selling, administrative and general expenses		212,108			87,316		—			299,424
Gain on sale of property, plant and equipment, net		56,782			3,976		—			60,758
Other operating expense		5,814			—		—			5,814
Operating earnings		568,680			161,672		(38,331	)		692,021
Other income, net		(502	)		1,340		—			838
Interest income		3,084			2,341		—			5,425
Interest expense		21,224			128		138,723	(l)		160,075
Earnings from continuing operations before income taxes		550,038			165,225		(177,054	)		538,209
Provision for income taxes		173,091			58,682		(70,511	)(m)		161,262
Earnings from continuing operations	$	376,947		$	106,543	$	(106,543	)	$	376,947
Earnings per share from continuing operations:
Basic	$	3.95		$	1.62				$	3.49
Diluted	$	3.85		$	1.59				$	3.41
Weighted-average common shares outstanding — basic		95,507			65,753		(53,148	)		108,112
Weighted-average common shares outstanding — diluted		97,988			66,836		(54,231	)		110,593

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

5

VULCAN MATERIALS COMPANY
Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Purchase Price Allocation

The purchase consideration is comprised of the following (in millions, except per share data):

Aggregate purchase price of Florida Rock common stock (1)		$	4,564.5
Cash settlement of Florida Rock stock options (2)			84.7
Legacy Vulcan’s direct transaction costs (3)			30.0
	Total purchase consideration	$	4,679.2
(1)	Outstanding shares of Florida Rock common stock		66.7
	70% of outstanding shares of Florida Rock common stock		46.7
	Exchanged for $67.00 in cash per share	$	67.00
	Cash consideration paid	$	3,127.9
	30% of outstanding shares of Florida Rock common stock		20.0
	Exchange ratio		0.63
	Vulcan shares to be issued		12.6
	Average closing price per share of Legacy Vulcan common stock, adjusted for dividends, for the four trading days centered around February 19, 2007	$	113.97
	Issuance of Vulcan common stock	$	1,436.6
	Aggregate price paid for Florida Rock common stock	$	4,564.5
(2)	Cash settlement per share issuable under stock options	$	67.00
	Weighted-average exercise price per share issuable under stock options		29.65
		$	37.35
	Number of stock options converted to right to receive option consideration		2.3
	Cash paid in settlement of Florida Rock stock options	$	84.7
(3)	Represents Legacy Vulcan’s estimated direct transaction costs related to the mergers, which are comprised of the following:
	Investment banker fees	$	18.2
	Legal and accounting fees		8.6
	Other		3.2
	Total of Legacy Vulcan’s estimated direct transaction costs	$	30.0

The total purchase consideration of approximately $4.7 billion has been allocated to Florida Rock’s tangible and intangible assets acquired and liabilities assumed based on management’s initial valuation estimates, and further refinements are likely to be made. Definitive allocations will be performed and finalized based upon valuation analyses and other studies when completed. The excess of the purchase consideration over preliminary valuations of the net tangible and identifiable intangible assets has been recorded as goodwill.

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The following table presents a summary of the initial purchase price allocation reflected in the unaudited pro forma condensed combined balance sheet (amounts in millions):

Florida Rock’s historical net book value	$	1,053.4
Elimination of Florida Rock’s historical goodwill		(193.2	)
Adjustment to inventory		15.8
Adjustment to property, plant and equipment		778.2
Adjustment to other assets		327.4
Adjustment to income tax liability		33.0
Adjustment to deferred income taxes		(412.7	)
Goodwill		3,077.3
Total purchase consideration	$	4,679.2

2. Pro Forma Adjustments

The following notes refer to the pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of earnings.

(a)	To record Florida Rock’s inventory at estimated fair value.
(b)	To record the difference between the initial estimated fair value, based on management’s internal valuation estimates, and the historical net book value of Florida Rock’s property, plant and equipment. Management’s initial internal valuation estimates are based principally upon estimates of current replacement cost and discounted cash flows related to the underlying assets.
(c)	To eliminate Florida Rock’s historical goodwill and record the excess of the purchase price over the initial estimated fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed.
(d)	To record the difference between the initial estimated fair values, based on management’s internal valuation estimates, and the historical net book values of Florida Rock’s intangible assets and its interest in a certain joint venture accounted for under the equity method. The increase in intangible assets of approximately $282.6 million relates primarily to contractual rights in place, which are assumed to have a weighted-average useful life of approximately 29 years. The increase of approximately $44.8 million to interests in equity method investments relates primarily to land contributed to a 50-50 joint venture engaged in developing property near Brooksville, Florida. Management’s initial internal valuation estimates are based principally upon estimates of discounted cash flows related to the underlying assets.
(e)	To record deferred financing costs incurred in connection with the issuance of debt totaling approximately $3.3 billion.
(f)	To record $3.3 billion in estimated borrowings, including deferred financing costs, necessary to acquire 70% of the outstanding shares of Florida Rock common stock, cash settle Florida Rock stock options outstanding immediately prior to the effective time of the mergers and finance Legacy Vulcan’s direct transaction costs. The initial cash requirements were funded with $1.5 billion in borrowings from a $2.0 billion syndicated bridge facility and $1.85 billion in borrowings from $2.0 billion in syndicated bank credit facilities. The syndicated bank credit facilities will be used primarily as back-up liquidity for Vulcan’s commercial paper program and to fund some of the cash requirements of the acquisition, as well as for general corporate purposes. For purposes of these pro forma financial statements, Vulcan has assumed that approximately $2.0 billion of primarily fixed rate debt having maturities ranging from 3 to 30 years will be issued, and the proceeds will be used to repay and cancel all amounts outstanding under the $2.0 billion bridge facility.
(g)	To record the income tax benefit related to the cash settlement of Florida Rock’s outstanding stock options immediately prior to the effective time of the mergers.

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(h)	To record the tax effects of fair value adjustments related to property, plant and equipment and identifiable intangible assets.
(i)	To adjust shareholders’ equity amounts as follows:

										Accumulated
				Capital in						Other
	Common			Excess of			Retained			Comprehensive		Treasury
(Amounts in thousands, excluding shares)	Stock			Par Value			Earnings			Loss		Stock
Eliminate Florida Rock historical amounts	$	(6,669	)	$	(69,368	)	$	(983,504	)	$	6,182	$	—
Record issuance of Vulcan common stock (12,605,000 shares) in exchange for 30% of outstanding Florida Rock common stock		12,605			1,423,975
Cancel Legacy Vulcan historical treasury stock		(44,114	)		(80,299	)		(1,167,746	)				1,292,159
Total pro forma adjustments to shareholders’ equity	$	(38,178	)	$	1,274,308		$	(2,151,250	)	$	6,182	$	1,292,159

(j)	To eliminate sales and cost of goods sold between Legacy Vulcan and Florida Rock in the amount of $15.2 million for the year ended December 31, 2006 and $9.7 million for the nine months ended September 30, 2007.
(k)	To record additional depreciation, depletion and amortization expense of $48.3 million for the year ended December 31, 2006 and $29.8 million for the nine months ended September 30, 2007 related to the adjustment to record property, plant and equipment at estimated fair value, and $11.7 million for the year ended December 31, 2006 and $8.5 million for the nine months ended September 30, 2007 related to the adjustment to record identifiable intangible assets at fair value. Depreciation, depletion and amortization adjustments were calculated using estimated useful lives ranging from 3 to 13 years for property, plant and equipment and a weighted average useful life for intangible assets of approximately 29 years. As discussed in notes (b) and (d) above, the amounts of these adjustments are based on management’s initial internal estimates of fair values of the related assets, and further refinements are likely to be made.
(l)	To record interest expense, including amortization of deferred financing costs, associated with the borrowings used to finance the acquisition of 70% of the outstanding shares of Florida Rock common stock, the cash settlement of Florida Rock stock options outstanding immediately prior to the effective time of the mergers and Legacy Vulcan’s direct transaction costs. The adjustments to interest expense are presented as if the borrowings occurred on January 1, 2006. We intend to finance the acquisition through a combination of variable rate short-term borrowings and fixed rate long-term debt. The long-term interest rates assumed are based upon current U.S. Treasury rates for periods consistent with the terms of the borrowings, adjusted for Vulcan’s estimated credit spreads. The short-term interest rates assumed are based upon current LIBOR rates ranging from one to six months. A 1/8% increase (decrease) in the assumed interest rate on the variable rate short-term borrowings would increase (decrease) annual interest expense by approximately $1.6 million.
	Prior to the mergers, Legacy Vulcan entered into fifteen forward starting interest rate swap agreements for a total notional amount of $1.5 billion (“swap agreements”) to hedge against the variability of forecasted interest payments attributable to changes in interest rates on a portion of the anticipated fixed-rate long-term debt issuance. These swap agreements were designated as cash flow hedges pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Interest expense on the assumed issuance of $2.0 billion in long-term debt has been adjusted for the estimated effects of amortizing into earnings the amounts accumulated in other comprehensive income or loss related to these swap agreements over the applicable term of the debt.

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(m) To record the income tax impact on pro forma adjustments at the estimated statutory income tax rate of the combined company.

3. Unaudited Pro Forma Combined Earnings Per Share

The pro forma basic and diluted earnings per share are based on the historical weighted-average number of shares of Legacy Vulcan common stock outstanding adjusted for additional common stock issued to Florida Rock shareholders as part of the purchase consideration. Shares of common stock issued to Florida Rock shareholders are assumed to have been issued as of January 1, 2006 and outstanding for the entire period. The following table presents the computation of pro forma basic and diluted weighted-average shares outstanding.

	Weighted-Average Shares
	For the Nine
	Months		For the Year
	Ended		Ended
	September		December
(Amounts in thousands)	30, 2007		31, 2006
Legacy Vulcan historical weighted-average common shares outstanding — basic		95,507		97,577
Shares of Vulcan common stock issued to Florida Rock shareholders		12,605		12,605
Pro forma weighted-average common shares outstanding — basic		108,112		110,182
Legacy Vulcan historical weighted-average common shares outstanding — diluted		97,988		99,777
Shares of Vulcan common stock issued to Florida Rock shareholders		12,605		12,605
Pro forma weighted-average common shares outstanding — diluted		110,593		112,382

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