10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2011

OR

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

For the transition period from            to

Commission File Number 001-33841

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

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

	Shares outstanding
Class	at September 30, 2011
Common Stock, $1 Par Value		129,232,664

VULCAN MATERIALS COMPANY

FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2011

CONTENTS

			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	39
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 6.	Exhibits	40
		Signatures	41
EX-31.A
EX-31.B
EX-32.A
EX-32.B
EX-99
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

PART I FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30			December 31			September 30
	2011			2010			2010
Unaudited, except for December 31							(As Restated,
in thousands, except per share data							See Note 1)
Assets
Cash and cash equivalents		$152,379			$47,541			$82,496
Restricted cash		81			547			531
Medium-term investments		0			0			3,910
Accounts and notes receivable
Accounts and notes receivable, gross		437,754			325,303			414,316
Less: Allowance for doubtful accounts		(7,715	)		(7,505	)		(9,382	)
Accounts and notes receivable, net		430,039			317,798			404,934
Inventories
Finished products		249,265			254,840			251,457
Raw materials		26,284			22,222			22,924
Products in process		3,473			6,036			5,905
Operating supplies and other		38,755			36,747			35,958
Inventories		317,777			319,845			316,244
Current deferred income taxes		47,833			53,794			64,768
Prepaid expenses		27,074			19,374			34,279
Assets held for sale		26,883			13,207			14,582
Total current assets		1,002,066			772,106			921,744
Investments and long-term receivables		28,917			37,386			33,808
Property, plant & equipment
Property, plant & equipment, cost		6,665,937			6,692,814			6,664,335
Reserve for depreciation, depletion & amortization		(3,222,469	)		(3,059,900	)		(2,987,287	)
Property, plant & equipment, net		3,443,468			3,632,914			3,677,048
Goodwill		3,086,716			3,097,016			3,096,300
Other intangible assets, net		698,703			691,693			685,696
Other noncurrent assets		122,011			106,776			106,922
Total assets		$8,381,881			$8,337,891			$8,521,518
Liabilities
Current maturities of long-term debt		$5,215			$5,246			$325,249
Short-term borrowings		0			285,500			0
Trade payables and accruals		134,853			102,315			138,462
Other current liabilities		222,762			172,495			207,085
Liabilities of assets held for sale		1,474			116			460
Total current liabilities		364,304			565,672			671,256
Long-term debt		2,816,223			2,427,516			2,432,521
Noncurrent deferred income taxes		800,770			849,448			856,631
Other noncurrent liabilities		524,485			530,275			537,041
Total liabilities		4,505,782			4,372,911			4,497,449
Other commitments and contingencies (Note 19)
Equity
Common stock, $1 par value		129,233			128,570			128,391
Capital in excess of par value		2,538,987			2,500,886			2,487,538
Retained earnings		1,372,822			1,512,863			1,591,969
Accumulated other comprehensive loss		(164,943	)		(177,339	)		(183,829	)
Total equity		3,876,099			3,964,980			4,024,069
Total liabilities and equity		$8,381,881			$8,337,891			$8,521,518

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

3

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME

	Three Months Ended						Nine Months Ended
Unaudited	September 30						September 30
in thousands, except per share data	2011			2010			2011			2010
Net sales		$714,947			$699,792			$1,828,720			$1,857,085
Delivery revenues		45,805			43,412			121,203			115,534
Total revenues		760,752			743,204			1,949,923			1,972,619
Cost of goods sold		599,167			573,045			1,619,206			1,607,109
Delivery costs		45,805			43,412			121,203			115,534
Cost of revenues		644,972			616,457			1,740,409			1,722,643
Gross profit		115,780			126,747			209,514			249,976
Selling, administrative and general expenses		67,859			77,560			221,267			247,431
Gain on sale of property, plant & equipment and businesses, net		41,457			476			44,831			50,210
Recovery (charge) from legal settlement (Note 19)		20,857			0			46,404			(40,000	)
Other operating income (expense), net		(3,567	)		769			(10,509	)		2,117
Operating earnings		106,668			50,432			68,973			14,872
Other nonoperating income (expense), net		(3,745	)		1,637			(2,384	)		1,780
Interest expense, net		50,678			47,526			163,839			134,541
Earnings (loss) from continuing operations before income taxes		52,245			4,543			(97,250	)		(117,889	)
Provision (benefit) for income taxes		29,833			(6,048	)		(47,938	)		(61,491	)
Earnings (loss) from continuing operations		22,412			10,591			(49,312	)		(56,398	)
Earnings (loss) on discontinued operations, net of tax		(2,453	)		2,655			6,399			6,905
Net earnings (loss)		$19,959			$13,246			($42,913	)		($49,493	)
Other comprehensive income, net of tax
Fair value adjustments to cash flow hedges		0			(183	)		0			(503	)
Reclassification adjustment for cash flow hedges		900			2,849			6,353			8,347
Amortization of pension and postretirement plan actuarial loss and prior service cost		1,885			963			6,043			2,685
Other comprehensive income		2,785			3,629			12,396			10,529
Comprehensive income (loss)		$22,744			$16,875			($30,517	)		($38,964	)
Basic earnings (loss) per share
Continuing operations		$0.17			$0.08			($0.38	)		($0.44	)
Discontinued operations		($0.02	)		$0.02			$0.05			$0.05
Net earnings (loss) per share		$0.15			$0.10			($0.33	)		($0.39	)
Diluted earnings (loss) per share
Continuing operations		$0.17			$0.08			($0.38	)		($0.44	)
Discontinued operations		($0.02	)		$0.02			$0.05			$0.05
Net earnings (loss) per share		$0.15			$0.10			($0.33	)		($0.39	)
Weighted-average common shares outstanding
Basic		129,493			128,602			129,341			127,840
Assuming dilution		129,768			128,910			129,341			127,840
Cash dividends declared per share of common stock		$0.25			$0.25			$0.75			$0.75
Depreciation, depletion, accretion and amortization		$90,948			$97,697			$273,671			$289,174
Effective tax rate from continuing operations		57.1	%		-133.1	%		49.3	%		52.2	%

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

4

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
Unaudited	September 30
in thousands	2011			2010
Operating Activities
Net loss		($42,913	)		($49,493	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation, depletion, accretion and amortization		273,671			289,174
Net gain on sale of property, plant & equipment and businesses		(55,886	)		(59,004	)
Contributions to pension plans		(3,762	)		(23,400	)
Share-based compensation		12,991			15,198
Deferred tax provision		(58,569	)		(51,060	)
Changes in assets and liabilities before initial effects of business acquisitions
and dispositions		(31,858	)		(6,647	)
Cost of debt purchase		19,153			0
Other, net		8,899			13,059
Net cash provided by operating activities		121,726			127,827
Investing Activities
Purchases of property, plant & equipment		(77,332	)		(62,104	)
Proceeds from sale of property, plant & equipment		11,730			4,008
Proceeds from sale of businesses, net of transaction costs		72,830			50,954
Payment for businesses acquired, net of acquired cash		0			(35,404	)
Decrease (increase) in restricted cash		466			(531	)
Other, net		1,218			894
Net cash provided by (used for) investing activities		8,912			(42,183	)
Financing Activities
Net short-term payments		(285,500	)		(236,512	)
Payment of current maturities and long-term debt		(737,952	)		(193,994	)
Proceeds from issuance of long-term debt		1,100,000			450,000
Debt issuance costs		(17,904	)		(3,058	)
Proceeds from settlement of interest rate swap agreements		23,387			0
Proceeds from issuance of common stock		4,936			41,734
Dividends paid		(96,878	)		(95,696	)
Proceeds from exercise of stock options		3,232			12,597
Cost of debt purchase		(19,153	)		0
Other, net		32			(484	)
Net cash used for financing activities		(25,800	)		(25,413	)
Net increase in cash and cash equivalents		104,838			60,231
Cash and cash equivalents at beginning of year		47,541			22,265
Cash and cash equivalents at end of period		$152,379			$82,496

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

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation’s largest producer of construction aggregates, primarily crushed stone, sand and gravel; a major producer of asphalt mix and ready-mixed concrete and a leading producer of cement in Florida.

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2011 presentation.

CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS

During 2010 we completed a comprehensive analysis of our deferred income tax balances and concluded that our deferred income tax liabilities were understated. The errors arose during 2008 and during periods prior to January 1, 2007, and are not material to previously issued financial statements. As a result, we did not amend previously filed financial statements but restated the December 31, 2009 balance sheet in our Annual Report on Form 10-K for the year ended December 31, 2010 and have restated the September 30, 2010 balance sheet presented in this Form 10-Q.

The errors that arose during 2008 related to the calculations of deferred income taxes referable to the Florida Rock acquisition and additional 2008 federal return adjustments. The correction of these errors resulted in a decrease to deferred income tax liabilities of $6,129,000, an increase to goodwill referable to our Aggregates segment of $2,321,000 and an increase in current taxes payable of $8,450,000 for the year ended December 31, 2008.

The errors that arose during periods prior to January 1, 2007 resulted in an understatement of deferred income tax liabilities of $14,785,000. Based on the work performed to confirm the current and deferred income tax provisions recorded during 2007, 2008 and 2009, and to determine the correct deferred income tax account balances as of January 1, 2007, we were able to substantiate that the $14,785,000 understatement related to periods prior to January 1, 2007. The correction of these errors resulted in an increase to deferred income tax liabilities and a corresponding decrease to retained earnings of $14,785,000 as of January 1, 2007.

6

A summary of the effects of the correction of the errors on our Condensed Consolidated Balance Sheet as of September 30, 2010, is presented in the table below:

	As of September 30, 2010
	As					As
in thousands	Reported		Correction			Restated
Assets
Current deferred income taxes		$66,718		($1,950	)		$64,768
Prepaid expenses		42,729		(8,450	)		34,279
Total current assets		932,144		(10,400	)		921,744
Goodwill		3,093,979		2,321			3,096,300
Total assets		$8,529,597		($8,079	)		$8,521,518
Liabilities
Noncurrent deferred income taxes		$849,925		$6,706			$856,631
Total liabilities		4,490,743		6,706			4,497,449
Equity
Retained earnings		1,606,754		(14,785	)		1,591,969
Total equity		4,038,854		(14,785	)		4,024,069
Total liabilities and equity		$8,529,597		($8,079	)		$8,521,518

NOTE 2: DISCONTINUED OPERATIONS

In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. In addition to the initial cash proceeds, Basic Chemicals was required to make payments under two earn-out agreements subject to certain conditions. During 2007, we received the final payment under the ECU (electrochemical unit) earn-out, bringing cumulative cash receipts to its $150,000,000 cap.

Proceeds under the second earn-out agreement are based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). The primary determinant of the value for this earn-out is the level of growth in 5CP sales volume. At the June 7, 2005 closing date, the value assigned to the 5CP earn-out was limited to an amount that resulted in no gain on the sale of the business, as the gain was contingent in nature. A gain on disposal of the Chemicals business is recognized to the extent cumulative cash receipts under the 5CP earn-out exceed the initial value recorded.

In March 2011, we received a payment of $12,284,000 under the 5CP earn-out related to performance during the year ended December 31, 2010. During the first quarter of 2010, we received $8,794,000 under the 5CP earn-out related to the year ended December 31, 2009. These receipts were recorded as gains on disposal of discontinued operations. Through September 30, 2011, we have received a total of $54,991,000 under the 5CP earn-out, a total of $21,890,000 in excess of the receivable recorded on the date of disposition.

We are liable for a cash transaction bonus payable to certain former key Chemicals employees. This transaction bonus is payable if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. The bonus is payable annually based on the prior year’s results. Payments for this transaction bonus were $1,228,000 during the first nine months of 2011 and $882,000 during the first nine months of 2010.

7

The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. There were no net sales or revenues from discontinued operations during the nine month periods ended September 30, 2011 and 2010. Results from discontinued operations are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Discontinued Operations
Pretax earnings (loss) from results		($4,068	)		$4,425			($481	)		$3,565
Gain on disposal, net of transaction bonus		0			0			11,056			7,912
Income tax (provision) benefit		1,615			(1,770	)		(4,176	)		(4,572	)
Earnings (loss) on discontinued operations, net of tax		($2,453	)		$2,655			$6,399			$6,905

The pretax loss from results of discontinued operations of ($4,068,000) for the third quarter of 2011 was due primarily to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. The pretax loss from results of discontinued operations of ($481,000) for the nine months ended September 30, 2011 includes a $7,500,000 pretax gain recognized in the first quarter on recovery from an insurer in lawsuits involving perchloroethylene offset by general and product liability costs, including legal defense costs, and environmental remediation costs. The 2010 pretax earnings from results of discontinued operations of $4,425,000 for the third quarter and $3,565,000 for the nine months ended September 30, 2010 are due primarily to $7,600,000 of pretax gains recognized from insurance recoveries in percholoroethylene lawsuits. These gains were offset in part by general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

NOTE 3: EARNINGS PER SHARE (EPS)

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

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Weighted-average common shares
outstanding		129,493		128,602		129,341		127,840
Dilutive effect of
Stock options/SOSARs		35		58		0		0
Other stock compensation plans		240		250		0		0
Weighted-average common shares
outstanding, assuming dilution		129,768		128,910		129,341		127,840

All dilutive common stock equivalents are reflected in our earnings per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation are excluded. These excluded shares are as follows: nine months ended September 30, 2011 — 304,000 shares and nine months ended September 30, 2010 — 406,000 shares.

The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price, are as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Antidilutive common stock equivalents		5,871		6,225		5,871		4,905

8

NOTE 4: INCOME TAXES

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

When application of the expected annual effective tax rate is not reliable and distorts the income tax provision for an interim period, we calculate the income tax provision or benefit using the year-to-date effective tax rate in accordance with Accounting Standards Codification (ASC) 740-270-30-18. This cut-off method results in an income tax provision or benefit based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis.

We recognize an income tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. We consider resolution for an issue to occur at the earlier of settlement of an examination, the expiration of the statute of limitations, or when the issue is effectively settled. Our income tax provision includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as we consider appropriate.

We record deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, tax planning actions and strategies, projected future taxable income and recent financial operating results. If our determination regarding the realizability of our deferred tax assets changes, we would then adjust the valuation allowance.

We recorded income tax benefits from continuing operations of $47,938,000 for the nine months ended September 30, 2011 compared to $61,491,000 for the nine months ended September 30, 2010. The 2011 decrease in our income tax benefit, after the effect of the pretax loss at the statutory rate, resulted largely from a decrease in permanent income tax benefits from charitable contributions and an increase in discrete income tax adjustments. We recorded an income tax provision from continuing operations of $29,833,000 in the third quarter of 2011 compared to an income tax benefit of $6,048,000 in the third quarter of 2010. The current quarter’s income tax provision is the amount required so that the year-to-date benefit reflects the expected annual effective tax rate.

NOTE 5: MEDIUM-TERM INVESTMENTS

We held investments in money market and other money funds at The Reserve, an investment management company specializing in such funds, as follows: September 30, 2011 — $0, December 31, 2010 — $5,531,000 and September 30, 2010 — $5,531,000. The substantial majority of our investment was held in the Reserve International Liquidity Fund, Ltd. On September 15, 2008, Lehman Brothers Holdings Inc. filed for bankruptcy protection. In the following days, The Reserve announced that it was closing all of its money funds, some of which owned Lehman Brothers securities, and was suspending redemptions from and purchases of its funds, including the Reserve International Liquidity Fund.

As a result of the temporary suspension of redemptions and the uncertainty as to the timing of such redemptions, during 2008 we changed the classification of our investments in The Reserve funds from cash and cash equivalents to medium-term investments. We reduced the carrying value of our investment to its estimated fair value of $3,630,000 and $3,910,000 as of December 31, 2010 and September 30, 2010, respectively. See Note 7 for further discussion of the fair value determination.

During January 2011, we received $3,630,000 from the Reserve representing the final redemption of the investment. As a result of this redemption, we reclassified our investments in The Reserve funds from medium-term investments to cash and cash equivalents as of December 31, 2010.

9

NOTE 6: DERIVATIVE INSTRUMENTS

During the normal course of operations, we are exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and commodity pricing. From time to time, and consistent with our risk management policies, we use derivative instruments to hedge against these market risks. We do not utilize derivative instruments for trading or other speculative purposes.

The accounting for gains and losses that result from changes in the fair value of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationship. The interest rate swap agreements described below were designated as either fair value hedges or cash flow hedges. The changes in fair value of our interest rate swap fair value hedges are recorded as interest expense consistent with the change in the fair value of the hedged items attributable to the risk being hedged. The changes in fair value of our interest rate swap cash flow hedges are recorded in accumulated other comprehensive income AOCI and are reclassified into interest expense in the same period the hedged items affect earnings.

Derivative instruments are recognized at fair value in the accompanying Condensed Consolidated Balance Sheets. Fair values of derivative instruments designated as hedging instruments are as follows:

		Fair Value 1
		September 30		December 31		September 30
in thousands	Balance Sheet Location	2011		2010		2010
Liabilities
Interest rate swaps	Other current liabilities		$0		$0		$3,044
Total hedging instrument liabilities			$0		$0		$3,044

 ¹ See Note 7 for further discussion of the fair value determination.

We use interest rate swap agreements designated as cash flow hedges to minimize the variability in cash flows of liabilities or forecasted transactions caused by fluctuations in interest rates. In December 2007, we issued $325,000,000 of floating-rate notes due in 2010 that bore interest at 3-month London Interbank Offered Rate (LIBOR) plus 1.25% per annum. Concurrently, we entered into a 3-year interest rate swap agreement in the stated amount of $325,000,000. Under this agreement, we paid a fixed interest rate of 5.25% and received 3-month LIBOR plus 1.25% per annum. Concurrent with each quarterly interest payment, the portion of this swap related to that interest payment was settled and the associated realized gain or loss was recognized. This swap agreement terminated December 15, 2010, coinciding with the maturity of the notes due in 2010.

Additionally, during 2007, we entered into fifteen forward starting interest rate swap agreements for a total stated amount of $1,500,000,000. Upon the 2007 and 2008 issuances of the related fixed-rate debt, we terminated and settled these forward starting swaps for cash payments of $89,777,000. Amounts accumulated in other comprehensive income (OCI) are being amortized to interest expense over the term of the related debt. For the 12-month period ending September 30, 2012, we estimate that $6,362,000 of the pretax loss accumulated in OCI will be reclassified to earnings.

The effects of changes in the fair values of derivatives designated as cash flow hedges on the accompanying Condensed Consolidated Statements of Comprehensive Income are as follows:

		Three Months Ended						Nine Months Ended
	Location on	September 30						September 30
in thousands	Statement	2011			2010			2011			2010
Cash Flow Hedges
Loss recognized in OCI (effective portion)	OCI		$0			($307	)		$0			($881	)
Loss reclassified from AOCI	Interest
(effective portion)	expense		(1,519	)		(4,799	)		(10,191	)		(14,695	)

We use interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value of fixed-rate debt that results from fluctuations in the benchmark interest rates for such debt. In June 2011, we issued $500,000,000 of 6.50% fixed-rate notes due in 2016. Concurrently, we entered into interest rate swap agreements in the stated amount of $500,000,000. Under these agreements, we paid 6-month LIBOR plus a spread of 4.05% and received a fixed interest rate of 6.50%. Additionally, in June 2011, we entered into interest rate swap agreements on our

10

$150,000,000 of 10.125% fixed-rate notes due in 2015. Under these agreements, we paid 6-month LIBOR plus a spread of 8.03% and received a fixed interest rate of 10.125%. In August 2011, we terminated and settled these interest rate swap agreements for $25,382,000 of cash proceeds. The $23,387,000 forward component of the settlement (cash proceeds less $1,995,000 of accrued interest) was added to the carrying value of the related debt and is being amortized as a reduction to interest expense over the remaining lives of the related debt using the effective interest method. During the three and nine months ended September 30, 2011, $320,000 was amortized to earnings as a reduction to interest expense.

NOTE 7: FAIR VALUE MEASUREMENTS

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

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs that are derived principally from or corroborated by observable market data

Level 3: Inputs that are unobservable and significant to the overall fair value measurement

Our assets and liabilities that are subject to fair value measurements on a recurring basis are summarized below:

	Level 1
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Rabbi Trust
Mutual funds		$12,816		$13,960		$13,146
Equities		5,746		9,336		7,456
Total assets		$18,562		$23,296		$20,602

	Level 2
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Medium-term investments		$0		$0		$3,910
Interest rate swaps		0		0		(3,044	)
Rabbi Trust
Common/collective trust funds		1,965		2,431		2,361
Net asset		$1,965		$2,431		$3,227

The Rabbi Trust investments relate to funding for the executive nonqualified deferred compensation and excess benefit plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds and equity securities for which quoted prices in active markets are available. Investments in common/collective trust funds are stated at estimated fair value based on the underlying investments in those funds. The underlying investments are comprised of short-term, highly liquid assets in commercial paper, short-term bonds and treasury bills.

The medium-term investments were comprised of money market and other money funds, as more fully described in Note 5. Using a market approach, we estimated the fair value of these funds by applying our historical distribution ratio to the liquidated value of investments in The Reserve funds. Additionally, we estimated a discount against our investment balances to allow for the risk that legal and accounting costs and pending or threatened claims and litigation against The Reserve and its management would reduce the principal available for distribution.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date. These interest rate swaps are more fully described in Note 6.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, current maturities of long-term debt, short-term borrowings, trade payables and other accrued expenses approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 11, respectively.

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There were no assets or liabilities subject to fair value measurement on a nonrecurring basis in 2011. Assets that were subject to fair value measurement on a nonrecurring basis are summarized below:

	As of December 31, 2010
			Impairment
in thousands	Level 3		Charges
Fair Value Nonrecurring
Property, plant & equipment		$1,536		$2,500
Assets held for sale		9,625		1,436
Totals		$11,161		$3,936

We recorded a $3,936,000 loss on impairment of long-lived assets in 2010. We utilized an income approach to measure the fair value of the long-lived assets and determined that the carrying value of the assets exceeded the fair value. The loss on impairment represents the difference between the carrying value and the fair value (less costs to sell for assets held for sale) of the impacted long-lived assets.

NOTE 8: OTHER COMPREHENSIVE INCOME (OCI)

Comprehensive income includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings and other comprehensive income. The components of other comprehensive income are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

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

	September 30			December 31			September 30
in thousands	2011			2010			2010
Accumulated Other Comprehensive Loss
Cash flow hedges		($32,785	)		($39,137	)		($41,521	)
Pension and postretirement plans		(132,158	)		(138,202	)		(142,308	)
Total		($164,943	)		($177,339	)		($183,829	)

Amounts reclassified from accumulated other comprehensive income (loss) to earnings, are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Reclassification Adjustment for Cash Flow Hedges
Interest expense		$1,499			$4,779			$10,131			$14,634
Benefit from income taxes		(599	)		(1,930	)		(3,778	)		(6,287	)
Total		$900			$2,849			$6,353			$8,347
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost
Cost of goods sold		$2,407			$1,193			$7,104			$3,569
Selling, administrative and general expenses		715			399			2,260			1,209
Benefit from income taxes		(1,237	)		(629	)		(3,321	)		(2,093	)
Total		$1,885			$963			$6,043			$2,685
Total reclassifications from AOCI to earnings		$2,785			$3,812			$12,396			$11,032

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NOTE 9: SHAREHOLDERS’ EQUITY

In March 2010, we issued 1,190,000 shares of common stock to our qualified pension plan (par value of $1 per share) as described in Note 10. This transaction increased shareholders’ equity by $53,864,000 (common stock $1,190,000 and capital in excess of par $52,674,000).

In February 2011, we issued 372,992 shares (368,527 shares net of acquired cash) of common stock in connection with a business acquisition as described in Note 14.

We periodically issue shares of common stock to the trustee of our 401(k) savings and retirement plan to satisfy the plan participants’ elections to invest in our common stock. The resulting cash proceeds provide a means of improving cash flow, increasing shareholders’ equity and reducing leverage. Under this arrangement, the stock issuances and resulting cash proceeds were as follows:

■ nine months ended September 30, 2011 — issued 110,881 shares for cash proceeds of $4,745,000; and

■ nine months ended September 30, 2010 — issued 882,131 shares for cash proceeds of $41,734,000.

No shares were held in treasury as of September 30, 2011, December 31, 2010 and September 30, 2010. As of September 30, 2011, 3,411,416 shares may be repurchased under the current authorization of our Board of Directors.

NOTE 10: BENEFIT PLANS

The following tables set forth the components of net periodic benefit cost:

PENSION BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$5,190			$4,805			$15,571			$14,413
Interest cost		10,595			10,405			31,787			31,216
Expected return on plan assets		(12,370	)		(12,530	)		(37,110	)		(37,591	)
Amortization of prior service cost		85			115			255			345
Amortization of actuarial loss		2,918			1,438			8,753			4,314
Net periodic pension benefit cost		$6,418			$4,233			$19,256			$12,697
Pretax reclassification from OCI included in net periodic pension benefit cost		$3,003			$1,553			$9,008			$4,659

OTHER POSTRETIREMENT BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$1,197			$1,066			$3,592			$3,199
Interest cost		1,613			1,663			4,838			4,988
Amortization of prior service credit		(169	)		(183	)		(506	)		(547	)
Amortization of actuarial loss		288			222			862			666
Net periodic postretirement benefit cost		$2,929			$2,768			$8,786			$8,306
Pretax reclassification from OCI included in net periodic postretirement benefit cost		$119			$39			$356			$119

The reclassifications from OCI noted in the tables above are related to amortization of prior service costs or credits and actuarial losses as shown in Note 8.

We contributed $72,500,000 in March 2010 ($18,636,000 in cash and $53,864,000 in stock — 1,190,000 shares valued at $45.26 per share) and an additional $1,300,000 in July 2010 to our qualified pension plans for the 2009 plan year. These contributions, along with the existing funding credits, should be sufficient to cover expected required contributions to the qualified plans through 2012.

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As of December 31, 2008, our Master Pension Trust had assets invested at Westridge Capital Management, Inc. (WCM) with a reported fair value of $59,245,000. In February 2009, the New York District Court appointed a receiver over WCM due to allegations of fraud and other violations of federal commodities and securities laws by principals of a WCM affiliate. In light of these allegations, we reassessed the fair value of our investments at WCM and recorded a $48,018,000 write-down in the estimated fair value of these assets for the year ended December 31, 2008.

During 2010, the Master Pension Trust received $6,555,000 from the receiver over WCM as a partial distribution of assets, and received a $15,000,000 insurance settlement related to our WCM loss. In April 2011, the court-appointed receiver released an additional $22,041,000 to our Master Pension Trust.

NOTE 11: CREDIT FACILITIES, SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-term borrowings are summarized as follows:

	September 30		December 31			September 30
dollars in thousands	2011		2010			2010
Short-term Borrowings
Bank borrowings		$0		$285,500			$0
Total		$0		$285,500			$0
Bank Borrowings
Maturity		n/a	3 - 74 days				n/a
Weighted-average interest rate		n/a		0.59	%		n/a

We utilize our $1,500,000 bank line of credit to fund our working capital and for general corporate purposes. The line of credit expires November 16, 2012. As of September 30, 2011, there were no borrowings under the line of credit. Interest rates referable to borrowings under the line of credit are determined at the time of borrowing based on current market conditions.

In the normal course of business, we maintain bank balances for which we are credited with earnings allowances toward our cash management related service fees. To the extent the earnings allowances are not sufficient to fully cover the related fees for these non-credit services, we pay the difference.

In June 2011, we issued $1,100,000,000 of long-term notes in two series, as follows: $500,000,000 of 6.50% notes due in 2016 and $600,000,000 of 7.50% notes due in 2021. These notes were issued principally to:

■ repay and terminate our $450,000,000 floating-rate term loan due in 2015,

■ fund the purchase through a tender offer of $165,443,000 of our outstanding 5.60% notes due in 2012 and $109,556,000 of our outstanding 6.30% notes due in 2013,

■ repay $275,000,000 outstanding under our revolving credit facility,

■ and for general corporate purposes.

The terminated $450,000,000 floating-rate term loan due in 2015 was established in July 2010 in order to repay the $100,000,000 outstanding balance of our floating-rate term loan due in 2011 and all outstanding commercial paper. Unamortized deferred financing costs of $2,423,000 were recognized in June 2011 as a component of interest expense upon the termination of this floating-rate term loan.

The June 2011 purchases of the 5.60% and 6.30% notes cost $294,533,000, representing a $19,534,000 premium above the $274,999,000 face value of the notes. This premium primarily reflects the trading price of the notes at the time of purchase relative to par value. Additionally, $4,711,000 of expense associated with a proportional amount of unamortized discounts, deferred financing costs and amounts accumulated in OCI was recognized in June 2011 upon the partial termination of the notes. The combined expense of $24,245,000 is presented in the accompanying Condensed Consolidated Statements of Comprehensive Income as a component of interest expense for the nine month period ended September 30, 2011.

As of September 30, 2011, $35,000 of our long-term debt, including current maturities, was secured. This secured debt was assumed with the November 2007 acquisition of Florida Rock. All other debt obligations, both short-term and long-term, are unsecured.

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Long-term debt is summarized as follows:

	September 30		December 31		September 30
in thousands	2011		2010		2010
Long-term Debt
Floating-rate notes due 2010		$0		$0		$325,000
5.60% notes due 2012 1		134,496		299,773		299,746
6.30% notes due 2013 2		140,337		249,729		249,704
Floating-rate term loan due 2015		0		450,000		450,000
10.125% notes due 2015 3		153,640		149,597		149,582
6.50% notes due 2016 4		519,072		0		0
6.40% notes due 2017 5		349,865		349,852		349,848
7.00% notes due 2018 6		399,684		399,658		399,649
10.375% notes due 2018 7		248,491		248,391		248,360
7.50% notes due 2021 8		600,000		0		0
7.15% notes due 2037 9		239,544		249,324		249,322
Medium-term notes		21,000		21,000		21,000
Industrial revenue bonds		14,000		14,000		14,000
Other notes		1,309		1,438		1,559
Total		$2,821,438		$2,432,762		$2,757,770
Less current maturities of long-term debt		5,215		5,246		325,249
Total long-term debt		$2,816,223		$2,427,516		$2,432,521
Estimated fair value of total long-term debt		$2,649,207		$2,559,059		$2,689,770

1	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $61 thousand, December 31, 2010 - $227 thousand and September 30, 2010 - $254 thousand. The effective interest rate for these notes is 6.57%.
2	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $107 thousand, December 31, 2010 - $271 thousand and September 30, 2010 - $296 thousand. The effective interest rate for these notes is 7.48%.
3	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $3,995 thousand. Additionally, includes decreases for unamortized discounts, as follows: September 30, 2011 - $355 thousand, December 31, 2010 - $403 thousand and September 30, 2010 - $418 thousand. The effective interest rate for these notes is 9.59%.
4	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $19,072 thousand. The effective interest rate for these notes is 6.01%.
5	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $135 thousand, December 31, 2010 - $148 thousand and September 30, 2010 - $152 thousand. The effective interest rate for these notes is 7.41%.
6	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $316 thousand, December 31, 2010 - $342 thousand and September 30, 2010 - $351 thousand. The effective interest rate for these notes is 7.87%.
7	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $1,509 thousand, December 31, 2010 - $1,609 thousand and September 30, 2010 - $1,640 thousand. The effective interest rate for these notes is 10.58%.
8	The effective interest rate for these notes is 7.74%.
9	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $644 thousand, December 31, 2010 - $676 thousand and September 30, 2010 - $678 thousand. The effective interest rate for these notes is 8.06%.

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

Our current bank credit facility and the indentures governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. Our total debt as a percentage of total capital was 42.1% as of September 30, 2011; 40.7% as of December 31, 2010; and 40.7% as of September 30, 2010.

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We plan to replace our $1,500,000,000 bank credit facility expiring November 16, 2012 with a $500,000,000 five-year credit facility. The new revolving credit facility is being structured as an asset based lending facility and is projected to close in November 2011.

NOTE 12: ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets.

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

We record all AROs for which we have legal obligations for land reclamation at estimated fair value. Essentially all these AROs relate to our underlying land parcels, including both owned properties and mineral leases. For the three and nine month periods ended September 30, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
ARO Operating Costs
Accretion		$1,894		$2,081		$6,189		$6,525
Depreciation		1,947		3,050		5,342		9,390
Total		$3,841		$5,131		$11,531		$15,915

ARO operating costs for our continuing operations are reported in cost of goods sold. AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Asset Retirement Obligations
Balance at beginning of period		$160,733			$162,168			$162,730			$167,757
Liabilities incurred		1,456			1,016			1,734			2,457
Liabilities settled		(6,238	)		(4,762	)		(12,202	)		(8,879	)
Accretion expense		1,894			2,081			6,189			6,525
Revisions up (down)		139			(288	)		(467	)		(7,645	)
Balance at end of period		$157,984			$160,215			$157,984			$160,215

Revisions to our AROs during 2010 related primarily to extensions in the estimated settlement dates at numerous sites.

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NOTE 13: STANDBY LETTERS OF CREDIT

We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use commercial banks to issue such letters of credit to back our obligations to pay or perform when required to do so according to the requirements of an underlying agreement. The standby letters of credit listed below are cancelable only at the option of the beneficiaries who are authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms.

Our standby letters of credit as of September 30, 2011 are summarized in the table below:

	September 30
in thousands	2011
Standby Letters of Credit
Risk management requirement for insurance claims		$41,083
Payment surety required by utilities		133
Contractual reclamation/restoration requirements		8,482
Financial requirement for industrial revenue bond		14,230
Total		$63,928

Since banks consider standby letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are canceled. Substantially all of our standby letters of credit have a one-year term and are automatically renewed unless cancelled with the approval of the beneficiary. Of the total $63,928,000 outstanding standby letters of credit as of September 30, 2011, $60,896,000 is backed by our $1,500,000,000 bank credit facility which expires November 16, 2012.

NOTE 14: ACQUISITIONS AND DIVESTITURES

During the first quarter of 2011, we acquired ten ready-mixed concrete facilities for 432,407 shares of common stock valued at the closing date price of $42.85 per share (total consideration of $18,529,000 net of acquired cash). We issued 368,527 shares to the seller at closing and retained 63,880 shares to fulfill certain working capital adjustments and indemnification obligations.

As a result of this acquisition, we recognized $6,419,000 of amortizable intangible assets, none of which is expected to be deductible for income tax purposes. The amortizable intangible assets consist of contractual rights in place and will be amortized over an estimated weighted-average period of 20 years.

The purchase price allocation for this 2011 acquisition is preliminary and subject to adjustment.

On September 30, 2011, we completed the sale of four aggregates facilities. The sale resulted in net cash proceeds at closing of $61,774,000 and a pretax gain on sale of $39,659,000. The book value of the divested operations includes $10,300,000 of goodwill. Goodwill was allocated based on the relative fair value of the divested operations as compared to the relative fair value of the retained portion of the reporting unit.

On October 3, 2011, we consummated a transaction resulting in an exchange of assets. We acquired three aggregates facilities and a rail distribution yard. In return, we divested two aggregates facilities, one asphalt mix facility, one ready-mixed concrete facility and undeveloped real property, and paid $10,000,000 in cash (in escrow pending the exchange partner’s satisfaction of certain obligations). As this exchange was an exchange of businesses, we will account for the acquisitions and divestitures separately at fair value. Accordingly, as of September 30, 2011 the exchanged assets met the criteria for classification as held for sale.

Additionally, as of the second quarter of 2011, we determined that the sale of an aggregates facility and a ready-mixed concrete facility located outside the United States would not close within the next twelve months. Thus, these assets no longer meet the criteria for classification as held for sale. The property, plant & equipment of these foreign facilities was measured at the lower of fair value or carrying amount adjusted to recapture suspended depreciation.

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The accompanying Condensed Consolidated Balance Sheets reflect our assets held for sale and liabilities of assets held for sale as of September 30, 2011 (exchange of assets), and as of December 31, 2010 and September 30, 2010 (facilities located outside the United States) as follows:

	September 30		December 31		September 30
in thousands	2011		2010		2010
Held for Sale
Current assets		$2,644		$3,460		$3,729
Property, plant & equipment, net		20,934		9,625		10,709
Other assets		3,305		122		144
Total assets held for sale		$26,883		$13,207		$14,582
Current liabilities		$0		$116		$460
Other liabilities		1,474		0		0
Total liabilities of assets held for sale		$1,474		$116		$460

During the third quarter of 2010, we acquired twelve ready-mixed concrete facilities for approximately $35,404,000 (total cash consideration). Our final purchase price allocation for this acquisition resulted in an immaterial revision to our September 30, 2010 balances for property, plant & equipment and other intangible assets as reflected in the accompanying Condensed Consolidated Balance Sheet.

During the first quarter of 2010, we sold three aggregates facilities for approximately $42,750,000 (total cash consideration) and recognized a pretax gain of $39,479,000.

NOTE 15: GOODWILL

Changes in the carrying amount of goodwill by reportable segment from December 31, 2010 to September 30, 2011 are summarized below:

GOODWILL
in thousands	Aggregates			Concrete		Asphalt Mix		Cement			Total
Gross Carrying Amount
Total as of December 31, 2010		$3,005,383			$0		$91,633		$252,664			$3,349,680
Goodwill of divested businesses		(10,300	)		0		0		0			(10,300	)
Total as of September 30, 2011		$2,995,083			$0		$91,633		$252,664			$3,339,380
Accumulated Impairment Losses
Total as of December 31, 2010		$0			$0		$0		($252,664	)		($252,664	)
Goodwill impairment loss		0			0		0		0			0
Total as of September 30, 2011		$0			$0		$0		($252,664	)		($252,664	)
Goodwill, net of Accumulated Impairment Losses
Total as of December 31, 2010		$3,005,383			$0		$91,633		$0			$3,097,016
Total as of September 30, 2011		$2,995,083			$0		$91,633		$0			$3,086,716

1 The goodwill of divested businesses relates to the 2011 divestiture as discussed in Note 14.

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. While we have not completed our annual test and have not identified any events or changes in circumstances that indicate the fair value of any of our reporting units is below its carrying value, the timing of a sustained recovery in the construction industry may have a significant effect on the fair value of our reporting units. A significant decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill that would reduce equity and result in an increase in our total debt as a percentage of total capital (42.1% as of September 30, 2011). Our current bank credit facility and the indenture governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. We believe that it is highly unlikely that any potential write-down in goodwill would result in a violation of this covenant.

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NOTE 16: NEW ACCOUNTING STANDARDS

ACCOUNTING STANDARDS RECENTLY ADOPTED

ENHANCED DISCLOSURES FOR FAIR VALUE MEASUREMENTS As of and for the interim period ended March 31, 2011, we adopted Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” as it relates to separate disclosures about purchases, sales, issuances and settlements applicable to Level 3 measurements. Our adoption of this standard had no impact on our financial position, results of operations or liquidity.

PRESENTATION OF OTHER COMPREHENSIVE INCOME As of and for the interim period ended June 30, 2011, we early adopted ASU No. 2011-05, “Presentation of Comprehensive Income.” This standard eliminates the option to present components of other comprehensive income (OCI) as part of the statement of shareholders’ equity. The amendments in this standard require that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Our Condensed Consolidated Statements of Comprehensive Income conform to the presentation requirements of this standard.

ACCOUNTING STANDARD RECENTLY ISSUED

AMENDMENTS TO FAIR VALUE MEASUREMENT REQUIREMENTS In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in the ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

AMENDMENTS ON GOODWILL IMPAIRMENT TESTING In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment” which amends the goodwill impairment testing guidance in ASC 350-20, “Goodwill.” Under the amended guidance, an entity has the option of performing a qualitative assessment when testing goodwill for impairment. The two-step impairment test would only be required if, on the basis of the qualitative factors, an entity determines that the fair value of the reporting unit is more likely than not (a likelihood of more than 50%) less than the carrying amount. Additionally, this ASU revises the examples of events and circumstances that an entity should consider when determining if an interim goodwill impairment test is required. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

ENHANCED DISCLOSURE REQUIREMENTS ON MULTIEMPLOYER BENEFIT PLANS In September 2011, the FASB issued ASU No. 2011-09, “Disclosures About an Employer’s Participation in a Multiemployer Plan” which increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer plans that offer pension and other postretirement benefits. The ASU’s objective is to enhance the transparency of disclosures about (1) the significant multiemployer plans in which an employer participates, (2) the level of the employer’s participation in those plans, (3) the financial health of the plans and (4) the nature of the employer’s commitments to the plans. This ASU is effective for annual periods ending after December 15, 2011. We will adopt this standard as of and for our annual period ending December 31, 2011.

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NOTE 17: SEGMENT REPORTING

We have four operating segments organized around our principal product lines: aggregates, concrete, asphalt mix and cement. The vast majority of our activities are domestic. We sell a relatively small amount of products outside the United States. Transactions between our reportable segments are recorded at prices approximating market levels. Management reviews earnings from the product line reporting units principally at the gross profit level.

SEGMENT FINANCIAL DISCLOSURE

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2011			2010			2011			2010
Total Revenues
Aggregates 1
Segment revenues		$514.7			$514.3			$1,324.8			$1,369.5
Intersegment sales		(42.4	)		(44.8	)		(111.8	)		(119.2	)
Net sales		472.3			469.5			1,213.0			1,250.3
Concrete 2
Segment revenues		101.4			105.1			281.8			293.0
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		101.4			105.1			281.8			293.0
Asphalt Mix
Segment revenues		128.9			115.8			304.4			282.3
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		128.9			115.8			304.4			282.3
Cement 3
Segment revenues		19.1			20.3			52.5			61.2
Intersegment sales		(6.7	)		(10.9	)		(23.0	)		(29.7	)
Net sales		12.4			9.4			29.5			31.5
Total
Net sales		715.0			699.8			1,828.7			1,857.1
Delivery revenues		45.8			43.4			121.2			115.5
Total revenues		$760.8			$743.2			$1,949.9			$1,972.6
Gross Profit
Aggregates		$113.4			$125.2			$227.0			$262.5
Concrete		(8.9	)		(10.1	)		(32.3	)		(31.7	)
Asphalt Mix		12.3			13.4			20.4			21.8
Cement		(1.0	)		(1.8	)		(5.6	)		(2.6	)
Total		$115.8			$126.7			$209.5			$250.0
Depreciation, Depletion,
Accretion and Amortization
Aggregates		$70.3			$74.5			$211.5			$222.6
Concrete		13.1			13.6			39.3			40.1
Asphalt Mix		1.9			2.2			5.9			6.7
Cement		4.5			5.8			13.6			15.3
Corporate and other unallocated		1.1			1.6			3.4			4.5
Total		$90.9			$97.7			$273.7			$289.2

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as transportation and service revenues associated with the aggregates business.
2	Includes ready-mixed concrete, concrete block, precast concrete, as well as building materials purchased for resale.
3	Includes cement and calcium products.

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NOTE 18: SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

	Nine Months Ended
	September 30
in thousands	2011			2010
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)		$102,260			$101,917
Income taxes		(31,127	)		3,897
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment		6,511			4,674
Stock issued for pension contribution (Note 9)		0			53,864
Amounts referable to business acquisition (Note 14)
Liabilities assumed		13,774			150
Fair value of equity consideration		18,529			0

NOTE 19: COMMITMENTS AND CONTINGENCIES

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are more specifically described below. At this time, we cannot determine the likelihood or reasonably estimate a range of loss pertaining to these matters.

PERCHLOROETHYLENE CASES

We are a defendant in cases involving perchloroethylene (perc), which was a product manufactured by our former Chemicals business. Perc is a cleaning solvent used in dry cleaning and other industrial applications. These cases involve various allegations of groundwater contamination or exposure to perc allegedly resulting in personal injury. Vulcan is vigorously defending all of these cases, which are listed below:

■ CALIFORNIA WATER SERVICE COMPANY — On June 6, 2008, we were served in an action styled California Water Service Company v. Dow, et al., now pending in the San Mateo County Superior Court, California. According to the complaint, California Water Service Company “owns and/or operates public drinking water systems, and supplies drinking water to hundreds of thousands of residents and businesses throughout California.” The complaint alleges that water wells in a number of communities have been contaminated with perc. The plaintiff is seeking compensatory damages and punitive damages. As a result of the discovery to date, which has focused principally on issues such as legal injury (as defined by the maximum contaminant level for perc) and the statute of limitations, the number of wells at issue has been reduced from 244 to 14. Recently, plaintiffs identified 63 dry cleaners that allegedly used perc in the vicinity of the 14 wells at issue, and discovery has commenced on those dry cleaners. At this time, plaintiffs have not established that our perc was used at any specific dry cleaner or that we are liable for any alleged contamination of a specific well.

■ CITY OF SUNNYVALE CALIFORNIA — On January 6, 2009, we were served in an action styled City of Sunnyvale v. Legacy Vulcan Corporation, f/k/a Vulcan Materials Company, filed in the San Mateo County Superior Court, California. The plaintiffs are seeking cost recovery and other damages for alleged environmental contamination from perc and its breakdown products at the Sunnyvale Town Center Redevelopment Project. Based on the discovery to date, we do not believe that plaintiffs can meet their burden of proof to establish that our perc was used at sites in a redevelopment project area or that we are liable for any alleged contamination. Discovery is ongoing. Trial is scheduled for September 2012.

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■ SUFFOLK COUNTY WATER AUTHORITY — On July 29, 2010, we were served in an action styled Suffolk County Water Authority v. The Dow Chemical Company, et al., in the Supreme Court for Suffolk County, State of New York. The complaint alleges that the plaintiff “owns and/or operates drinking water systems and supplies drinking water to thousands of residents and businesses, in Suffolk County, New York.” The complaint alleges that perc and its breakdown products “have been and are contaminating and damaging Plaintiff’s drinking water supply wells.” The plaintiff is seeking compensatory and punitive damages. At this time, plaintiffs have not established that our perc was used at any specific dry cleaner, much less that we are liable for any alleged contamination. Discovery is being phased, with the initial focus on legal injury and the statute of limitations. Phase One discovery is now closed and we have filed a partial motion for summary judgment on these issues.

■ ADDAIR — This is a purported class action case for medical monitoring and personal injury damages styled Addair et al. v. Processing Company, LLC, et al., pending in the Circuit Court of Wyoming County, West Virginia. The plaintiffs allege various personal injuries from exposure to perc used in coal sink labs. By Order dated September 20, 2011, the Court denied class action certification.

■ WEST VIRGINIA COAL SINK LAB LITIGATION — This is a mass tort action consisting of over 100 cases filed in 17 different counties in West Virginia from September 1 to October 13, 2010, for medical monitoring and personal injury damages for exposure to perc and carbon tetrachloride used in coal sink labs. The West Virginia Supreme Court of Appeals, in an order entered January 19, 2011, transferred all of these cases (referred to as Jeffrey Blount v. Arkema, Inc., et al.) to the West Virginia Mass Litigation Panel. Discovery is ongoing. The panel has scheduled a trial of some or all of this matter for September 2012.

■ SANTARSIERO — This is a case styled Robert Santarsiero v. R.V. Davies, et al., pending in Supreme Court, New York County, New York. We were brought in as a third-party defendant by original defendant R.V. Davies. The plaintiff, who was alleging perc exposure, is now deceased. The case has been stayed pending further information about this development.

■ R.R. STREET INDEMNITY — Street, a former distributor of perc manufactured by us, alleges that we owe Street, and its insurer (National Union), a defense and indemnity in several of these litigation matters, as well as some prior litigation which we have now settled. National Union alleges that we are obligated to contribute to National Union’s share of defense fees, costs and any indemnity payments made on Street’s behalf. We have had discussions with Street about the nature and extent of indemnity obligations, if any, and to date there has been no resolution of these issues.

FLORIDA ANTITRUST LITIGATION — Our subsidiary, Florida Rock Industries, Inc., has been named as a defendant in a number of class action lawsuits filed in the United States District Court for the Southern District of Florida. The lawsuits were filed by several ready-mixed concrete producers and construction companies against a number of concrete and cement producers and importers in Florida. There are now two consolidated amended complaints: (1) on behalf of direct independent ready-mixed concrete producers, and (2) on behalf of indirect users of ready-mixed concrete. The other defendants include Cemex Inc., Tarmac America LLC, and VCNA Prestige Ready-Mix Florida, Inc. The complaints allege various violations under the federal antitrust laws, including price fixing and market allocations. We have no reason to believe that Florida Rock is liable for any of the matters alleged in the complaint, and we are defending the case vigorously. Discovery is ongoing. Trial is scheduled for July 2012.

IDOT/JOLIET ROAD — In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook quarry in McCook, Illinois, a Chicago suburb. On May 18, 2010, we settled this lawsuit for $40,000,000 and recognized the full settlement as a charge to operations in the second quarter of 2010. Under the terms of the settlement we paid IDOT $20,000,000 in May 2010 and we paid the second installment of $20,000,000 on February 17, 2011. We have taken appropriate actions, including participating in two arbitrations in 2011, to recover the settlement amount in excess of the self-insured retention of $2,000,000, as well as a portion of our defense costs, from our insurers. In February 2011, we completed the first arbitration with two of our three insurers. The arbitration panel awarded us a total of $25,546,000 in payment of the insurers’ share of the settlement amount and attorneys’ fees. This award was recorded as income in the first quarter of 2011. In September 2011, we completed the second arbitration with the third and final insurer. The arbitration panel awarded us a total of $24,111,000 in payment of the third insurer’s share of the settlement amount, attorneys’ fees and interest. This award was recorded in the third quarter of 2011.

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LOWER PASSAIC RIVER CLEAN-UP — We have been sued as a third-party defendant in New Jersey Department of Environmental Protection, et al. v. Occidental Chemical Corporation, et al., a case brought by the New Jersey Department of Environmental Protection in the New Jersey Superior Court. The third-party complaint was filed on February 4, 2009. This suit by the New Jersey Department of Environmental Protection seeks recovery of past and future clean-up costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief arising from alleged discharges into the Lower Passaic River (the “River”) of dioxin and other unspecified hazardous substances. Our former Chemicals business operated a plant adjacent to the River and has been sued, along with approximately 300 other third-party defendants. This case is in the early stages of discovery. It is unclear at this time what contaminants and legal issues will ultimately be presented at trial or what parties will ultimately participate in the trial. It is also unknown at this time, what, if any, substances we may have discharged into the River. A liability trial is scheduled for April 2013. A separate damages trial, if required, is scheduled for January 2014. Additionally, Vulcan and approximately 70 other companies are parties to a May 2007 Administrative Order of Consent with the U.S. Environmental Protection Agency to perform a Remedial Investigation/Feasibility Study of the contamination in the lower 17 miles of the River. This study is ongoing and may take several more years to complete.

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

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL COMMENTS

OVERVIEW

Vulcan provides the basic materials for the infrastructure needed to expand the U.S. economy. We are the nation’s largest producer of construction aggregates, primarily crushed stone, sand and gravel. We also are a major producer of asphalt mix and ready-mixed concrete as well as a leading producer of cement in Florida.

Demand for our products is dependent on construction activity. The primary end uses include public construction, such as highways, bridges, airports, schools and prisons, as well as private nonresidential (e.g., manufacturing, retail, offices, industrial and institutional) and private residential construction (e.g., single-family houses, duplexes, apartment buildings and condominiums). Customers for our products include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county and municipal governments; railroads and electric utilities.

We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. Aggregates have a high weight-to-value ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally available high quality aggregates. We serve these markets from inland quarries — shipping by barge and rail — and from our quarry on Mexico’s Yucatan Peninsula. We transport aggregates from Mexico to the U.S. principally on our three Panamax-class, self-unloading ships.

There are practically no substitutes for quality aggregates. Because of barriers to entry created by zoning and permitting regulation and because of high transportation costs relative to the value of the product, the location of reserves is a critical factor to long-term success.

While aggregates is our primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and concrete, can be managed effectively in certain markets to generate acceptable financial returns. We produce and sell asphalt mix and ready-mixed concrete primarily in our mid-Atlantic, Georgia, Florida, southwestern and western markets. Aggregates comprise approximately 95% of asphalt mix by weight and 78% of ready-mixed concrete by weight. In all of these downstream businesses, we supply virtually all of the required aggregates from our own operations.

SEASONALITY AND CYCLICAL NATURE OF OUR BUSINESS

Almost all our products are produced and consumed outdoors. Seasonal changes and other weather-related conditions can affect the production and sales volumes of our products. Therefore, the financial results for any quarter do not necessarily indicate the results expected for the year. Normally, the highest sales and earnings are in the third quarter and the lowest are in the first quarter. Furthermore, our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical swings in construction spending, primarily in the private sector. The levels of construction spending are affected by changing interest rates and demographic and population fluctuations.

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EXECUTIVE SUMMARY

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2011

§ The average unit sales price increased in most product lines

§	Freight-adjusted aggregates prices increased 1%
§	Ready-mixed concrete prices increased 6%
§	Asphalt mix prices increased 10%

§	Aggregates shipments declined 2%
§	Unit costs for diesel fuel and liquid asphalt increased 40% and 20%, respectively, reducing pretax earnings by $21.4 million
§	Selling, administrative and general (SAG) expenses were $9.7 million lower than the prior year
§	Earnings from continuing operations were $22.4 million, or $0.17 per diluted share, compared to $10.6 million, or $0.08 per diluted share, in the prior year

§ The current quarter’s year’s earnings from continuing operations include $39.7 million related to the sale of four non-strategic aggregates facilities and $24.1 million for the recovery from an insurer of legal settlement costs related to the Illinois lawsuit settled in the second quarter of last year

§ EBITDA was $193.9 million versus $149.8 million in the prior year

Business conditions remained challenging in the third quarter. The fragile economic recovery and absence of meaningful job growth continued to hamper construction activity while diesel fuel and liquid asphalt costs remained at elevated levels. However, we are pleased that continued improvement in product pricing in the third quarter helped offset these higher energy-related costs.

In recent months, we have completed several actions that increase cash and liquidity and that should enhance our future operating performance. We have closed two transactions that yield $57.4 million in cash, increase our aggregates reserves position and should increase our future EBITDA. Also in the quarter, we were awarded $24.1 million in an insurance arbitration associated with last year’s legal settlement with the Illinois Department of Transportation (IDOT). In addition, we terminated an in-the-money interest rate swap and received $23.4 million in cash for the future value of the swap. Termination of the swap had no material earnings impact in the third quarter as the cash received will be amortized to income between now and 2016. As a result of these actions, at the end of the third quarter, we had no short-term borrowings and had $152.4 million in cash and cash equivalents, with another $19.8 million to be received from these transactions in the fourth quarter.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Generally Accepted Accounting Principles (GAAP) does not define “free cash flow” and “Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).” Thus, they should not be considered as an alternative to net cash provided by operating activities or any other liquidity or earnings measure defined by GAAP. We present these metrics for the convenience of investment professionals who use such metrics in their analysis, and for shareholders who need to understand the metrics we use to assess performance and to monitor our cash and liquidity positions. The investment community often uses these metrics as indicators of a company’s ability to incur and service debt. We use free cash flow, EBITDA and other such measures to assess the operating performance of our various business units and the consolidated company. We do not use these metrics as a measure to allocate resources. Reconciliations of these metrics to their nearest GAAP measures are presented below:

FREE CASH FLOW

Free cash flow deducts purchases of property, plant & equipment from net cash provided by operating activities.

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2011			2010			2011			2010
Net cash provided by operating activities		$114.7			$109.1			$121.7			$127.8
Purchases of property, plant & equipment		(25.8	)		(19.9	)		(77.3	)		(62.1	)
Free cash flow		$88.9			$89.2			$44.4			$65.7

EBITDA

EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortization.

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2011			2010			2011			2010
Net cash provided by operating activities		$114.7			$109.1			$121.7			$127.8
Changes in operating assets and liabilities before initial effects of business acquisitions and dispositions		(5.7	)		9.2			31.9			6.6
Other net operating items (providing) using cash		1.9			(7.3	)		77.2			105.3
(Earnings) loss on discontinued operations, net of taxes		2.5			(2.7	)		(6.4	)		(6.9	)
Provision (benefit) for income taxes		29.8			(6.0	)		(47.9	)		(61.5	)
Interest expense, net		50.7			47.5			163.8			134.5
EBITDA		$193.9			$149.8			$340.3			$305.8

	Three Months Ended					Nine Months Ended
	September 30					September 30
in millions	2011		2010			2011			2010
Net earnings (loss)		$20.0		$13.2			($42.9	)		($49.5	)
Provision (benefit) for income taxes		29.8		(6.0	)		(47.9	)		(61.5	)
Interest expense, net		50.7		47.5			163.8			134.5
(Earnings) loss on discontinued operations, net of taxes		2.5		(2.7	)		(6.4	)		(6.9	)
Depreciation, depletion, accretion and amortization		90.9		97.8			273.7			289.2
EBITDA		$193.9		$149.8			$340.3			$305.8

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RESULTS OF OPERATIONS

Net sales and cost of goods sold exclude intersegment sales and delivery revenues and costs. This presentation is consistent with the basis on which we review results of operations. We discuss separately our discontinued operations, which consist of our former Chemicals business.

CONSOLIDATED OPERATING RESULTS

	Three Months Ended					Nine Months Ended
	September 30					September 30
in millions, except per share data	2011			2010		2011			2010
Net sales		$714.9			$699.8		$1,828.7			$1,857.1
Cost of goods sold		599.1			573.1		1,619.2			1,607.1
Gross profit		$115.8			$126.7		$209.5			$250.0
Operating earnings		$106.7			$50.4		$69.0			$14.9
Earnings (loss) from continuing operations before income taxes		$52.2			$4.5		($97.3	)		($117.9	)
Earnings (loss) from continuing operations		$22.4			$10.6		($49.3	)		($56.4	)
Earnings (loss) on discontinued operations, net of income taxes		(2.4	)		2.6		6.4			6.9
Net earnings (loss)		$20.0			$13.2		($42.9	)		($49.5	)
Basic earnings (loss) per share
Continuing operations		$0.17			$0.08		($0.38	)		($0.44	)
Discontinued operations		(0.02	)		0.02		0.05			0.05
Basic net earnings (loss) per share		$0.15			$0.10		($0.33	)		($0.39	)
Diluted earnings (loss) per share
Continuing operations		$0.17			$0.08		($0.38	)		($0.44	)
Discontinued operations		(0.02	)		0.02		0.05			0.05
Diluted net earnings (loss) per share		$0.15			$0.10		($0.33	)		($0.39	)

THIRD QUARTER 2011 COMPARED TO THIRD QUARTER 2010

Third quarter net sales were $714.9 million, up 2% from the third quarter of 2010. Shipments were down slightly in aggregates and ready-mixed concrete and up slightly in asphalt mix and cement. The average unit sales price increased in most product lines.

Net earnings were $20.0 million, or $0.15 per diluted share, in the third quarter of 2011 compared to $13.2 million, or $0.10 per diluted share, for the third quarter of 2010. The current quarter’s earnings include a $39.7 million pretax gain from the sale of four non-strategic aggregates facilities and a $24.1 million (including $3.2 million of legal fees and interest) pretax gain referable to the final recovery from an insurer related to the lawsuit settled last year with IDOT. Conversely, higher unit costs for diesel fuel and liquid asphalt resulted in higher pretax costs of $21.4 million.

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CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the third quarter of 2011 versus the third quarter of 2010 are summarized below:

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

in millions
Third quarter 2010	$4.5
Lower aggregates earnings due to
Lower volumes	(5.3	)
Higher selling prices	2.7
Higher costs and other	(9.2	)
Higher concrete earnings	1.2
Lower asphalt mix earnings	(1.1	)
Higher cement earnings	0.8
Lower selling, administrative and general expenses	9.7
Higher gain on sale of property, plant & equipment and businesses	41.0
IDOT - 2010 settlement net of 2011 recovery	20.9
Higher interest expense	(3.2	)
All other	(9.8	)
Third quarter 2011	$52.2

Gross profit for the Aggregates segment was $113.4 million versus $125.2 million in the prior year’s third quarter due mostly to lower shipments and higher unit costs for diesel fuel. The year-over-year decrease in aggregates shipments was due primarily to construction being hampered by continued overhang of economic uncertainty. Aggregates shipments increased versus the prior year’s third quarter in California, North Carolina, and Maryland due primarily to stronger demand from public infrastructure projects. Aggregates shipments in California were up more than 26% versus the prior year’s third quarter due mainly to large project work. The average sales price for aggregates increased 1% from the prior year due to improvements across a number of markets. Overall, the earnings effect of a 2% decline in shipments reduced segment earnings $5.3 million and the earnings effect of higher pricing offset some of the impact of the higher unit cost of diesel fuel.

The Concrete segment reported a loss of ($8.9) million versus a loss of ($10.1) million in the prior year’s third quarter. Ready-mixed concrete average sale price increased 6% from the prior year’s third quarter, contributing to improved unit materials margins versus the prior year. However, the improved materials margin effect was somewhat offset by the earnings effect of an 8% decline in volume.

Asphalt Mix segment gross profit was $12.3 million in the third quarter versus $13.4 million in the prior year’s third quarter. The average sales price for asphalt mix increased 10% mostly offsetting the earnings effect of higher liquid asphalt costs. Asphalt mix volume increased 1% from the prior year’s third quarter.

The Cement segment reported a loss of ($1.0) million in the third quarter, a slight improvement over the prior year.

SAG expenses in the third quarter were $9.7 million lower than the prior year’s level. This year-over-year decrease was due primarily to lower legal expenses and cost saving initiatives.

Gain on sale of property, plant & equipment and businesses was $41.5 million in the third quarter of 2011 compared to $0.5 million in the third quarter of 2010. The third quarter 2011 gain includes a $39.7 million pretax gain on the sale of four non-strategic aggregates facilities completed in September.

The $20.9 million in recovery from a legal settlement included in the current quarter’s earnings reflects an arbitration award from the third and final insurer related to the lawsuit settled last year with IDOT. In addition to this recovery amount, the arbitration award included $3.2 million of current year legal fees and interest. In the first quarter of this year, we recovered $25.5 million in arbitration with two other insurers. For additional details, see Note 19 to the condensed consolidated financial statements under the heading IDOT/Joliet Road.

Net interest expense was $50.7 million in the third quarter of 2011 compared to $47.5 million in the third quarter of 2010.

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We recorded an income tax provision from continuing operations of $29.8 million in the third quarter of 2011 compared to an income tax benefit of $6.0 million in the third quarter of 2010. The current quarter’s income tax provision is the amount required so that the year-to-data benefit reflects the expected annual effective tax rate.

Earnings from continuing operations were $0.17 per diluted share compared to $0.08 per diluted share in the third quarter of 2010.

DISCONTINUED OPERATIONS — Third quarter results from discontinued operations were a pretax loss of ($4.1) million in 2011 and pretax earnings of $4.4 million in 2010. The 2010 results included a $6.0 million pretax gain on a recovery from an insurer in a lawsuit involving perchloroethylene. The remainder of the 2010 results and the 2011 results consisted of general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 2 to the condensed consolidated financial statements.

YEAR-TO-DATE SEPTEMBER 30, 2011 COMPARED TO YEAR-TO-DATE SEPTEMBER 30, 2010

Net sales for the first nine months of 2011 were $1,828.7 million, a decrease of 2% versus the first nine months of 2010. Comparatively, shipments were down in all product lines with the exception of asphalt mix while pricing was up in all product lines with the exception of cement.

Results for the first nine months of 2011 were a net loss of ($42.9) million, or ($0.33) per diluted share, compared to a net loss of ($49.5) million, or ($0.39) per diluted share, for the first nine months of 2010. Higher unit costs for diesel fuel and liquid asphalt resulted in higher pretax costs of $50.5 million. Additionally, each period’s results were impacted by significant items, as follows:

§	The first nine months of 2011 results include pretax gains totaling $49.7 million related to arbitration awards from our insurers related to the IDOT lawsuit settled last year, a pretax gain of $39.7 million on the sale of four non-strategic aggregates facilities and additional interest expense charges of $26.5 million referable to our tender offer and debt retirement completed in June 2011
§	The first nine months of 2010 results include a pretax charge of $42.9 million related to the original IDOT lawsuit settlement and associated legal fees and a pretax gain of $39.5 million related to the sale of three non-strategic aggregates facilities

CONTINUING OPERATIONS — Changes in loss from continuing operations before income taxes for year-to-date September 30, 2010 versus year-to-date September 30, 2011 are summarized below:

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

in millions
Year-to-date September 30, 2010	($117.9	)
Lower aggregates earnings due to
Lower volumes	(32.8	)
Higher selling prices	13.7
Higher costs and other	(16.4	)
Lower concrete earnings	(0.6	)
Lower asphalt mix earnings	(1.4	)
Lower cement earnings	(3.0	)
Lower selling, administrative and general expenses	26.2
Lower gain on sale of property, plant & equipment and businesses	(5.4	)
IDOT - 2010 settlement net of 2011 recovery	86.4
Higher interest expense	(29.3	)
All other	(16.8	)
Year-to-date September 30, 2011	($97.3	)

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Gross profit for the Aggregates segment was $227.0 million for the first nine months of 2011, down $35.5 million from the comparable prior year period. As shown in the bridge above, this shortfall resulted from lower volumes (shipments down 5%) and higher costs (a 39% increase in the unit cost for diesel fuel) partially offset by higher selling prices (average unit sales price up 1%).

The Concrete segment reported a loss of ($32.3) million for the first nine months of 2011, down $0.6 million from the comparable 2010 period. A 6% increase in the average sales price of ready-mixed concrete mostly offset the earnings effect of an 8% reduction in unit shipments.

Asphalt Mix segment gross profit of $20.4 million was down $1.4 million from the comparable 2010 level. This shortfall resulted primarily from an increase in non-materials related costs. The average sale price for asphalt mix increased 8% from the first nine months of 2010, more than offsetting the earnings effect of higher liquid asphalt costs resulting in higher unit materials margin. Asphalt mix volume increased 1%.

Cement segment gross profit was a loss of ($5.6) million compared to a loss of ($2.6) million for the first nine months of 2010. This $3.0 million shortfall was due primarily to a scheduled maintenance event in the first quarter of 2011.

SAG expenses decreased $26.2 million, or 11%, from the prior year’s first nine months. The year-over-year decrease was due to lower current period spending in most major overhead categories, including lower spending for our IT replacement project, the absence of the $9.2 million charge recorded in the prior year for the fair value of donated land and a $1.5 million charge recorded in the prior year related to legal fees for the IDOT settlement.

Gain on sale of property, plant & equipment and businesses was $44.8 million for the first nine months of 2011, a decrease of $5.4 million from the prior year. During the third quarter of 2011, we sold four non-strategic aggregates facilities for a pretax gain of $39.7 million. Comparatively, in 2010 the difference between the fair value of the above mentioned donated real estate and the carrying value, which was $8.4 million, was recorded as a gain on sale of property, plant & equipment in the first nine months of 2010. Additionally, during the first quarter of 2010 we sold three non-strategic aggregates facilities for a pretax gain of $39.5 million.

The $46.4 million recovery from legal settlement for the first nine months of 2011 reflects arbitration awards from insurers related to the IDOT lawsuit settled last year for $40.0 million. In addition to these recovery amounts, the arbitration awards included $3.2 million of current year legal fees and interest.

Net interest expense was $163.8 million for the first nine months of 2011 versus $134.5 million in the prior year. Second quarter charges of $26.5 million incurred specifically in connection with the tender offer and debt retirement completed in June accounted for most of the increase. These charges are due primarily to the difference between the purchase price and par value of the senior unsecured notes purchased in the tender offer and the noncash write-off of previously deferred financing costs related to the debt retired in June.

We recorded income tax benefits from continuing operations of $47.9 million for the nine months ended September 30, 2011 compared to $61.5 million for the nine months ended September 30, 2010. The decrease in our income tax benefit, after the effect of the pretax loss at the statutory rate, resulted largely in 2011 from a decrease in permanent income tax benefits from charitable contributions and an increase in discrete income tax adjustments.

Results from continuing operations were a loss of ($0.38) per diluted share compared with a loss of ($0.44) per diluted share in the first nine months of 2010.

DISCONTINUED OPERATIONS — Year-to-date September pretax earnings from discontinued operations were $10.6 million in 2011 and $11.5 million in 2010. The 2011 results include an $11.1 million gain related to the 5CP earn-out compared to $7.9 million in 2010, and $7.5 million of gains related to litigation settlements and insurance recoveries compared to $7.6 million in 2010. Excluding these gains, the 2011 and 2010 year-to-date September pretax results primarily reflect charges related to general and product liability cost, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 2 to the condensed consolidated financial statements.

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CASH AND LIQUIDITY

Our primary sources of liquidity are cash provided by our operating activities, the sale of reclaimed and surplus real estate, and dispositions of non-strategic operating assets. Our additional financial resources include a bank line of credit and access to the capital markets. We believe these financial resources are sufficient to fund our future business requirements, including:

§ debt service obligations

§ cash contractual obligations

§ capital expenditures

§ potential future acquisitions

We operate a centralized cash management system that minimizes the level of cash at each division and utilizes all excess cash after funding daily working capital requirements to reduce borrowings under our bank line of credit. When cash on hand is not sufficient to fund daily working capital requirements, we draw on our bank line of credit. The weighted-average interest rate on short-term debt was 0.56% during the nine months ended September 30, 2011. No short-term debt was outstanding at September 30, 2011.

On October 14, 2011, our Board of Directors declared a quarterly dividend of one cent per share effective with the fourth quarter 2011 payment. This dividend compares with the 25 cents per share quarterly dividend paid in the third quarter of 2011. The dividend reduction will improve our available cash by approximately $124 million annually.

CURRENT MATURITIES AND SHORT-TERM BORROWINGS

As of September 30, 2011, current maturities of long-term debt are $5.2 million, of which $5.0 million is due as follows:

	September 30
in millions	2011
Current maturities due
Fourth quarter 2011		$5.0
First quarter 2012		0.0
Second quarter 2012		0.0
Third quarter 2012		0.0

There are various maturity dates for the remaining $0.2 million of current maturities. We expect to retire the current maturities using cash generated from operations or by drawing on our bank line of credit.

Short-term borrowings consisted of the following:

	September 30		December 31			September 30
dollars in millions	2011		2010			2010
Short-term Borrowings
Bank borrowings	$	0.0		$285.5			$0.0
Total	$	0.0		$285.5			$0.0
Bank Borrowings
Maturity		n/a	3 - 74 days				n/a
Weighted-average interest rate		n/a		0.59	%		n/a

Our $1.5 billion bank credit facility expires November 16, 2012. Borrowings under this credit facility, which are classified as short-term, bear an interest rate based on London Interbank Offer Rate (LIBOR) plus a credit spread determined at the time of borrowing based on current conditions in the LIBOR market. This credit spread was 30 basis points (0.30 percentage points) based on our long-term debt ratings at September 30, 2011 resulting in an interest rate of 0.53%. We access our bank line of credit to fund daily working capital requirements if cash on hand is insufficient.

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Utilization of the borrowing capacity under our bank credit facility as of September 30, 2011:

§	none was drawn
§	$60.9 million was used to provide backup for outstanding standby letters of credit
§	as a result, we had available credit of $1,439.1 million

We plan to replace our $1.5 billion bank credit facility expiring November 16, 2012 with a $500.0 million five-year credit facility. The new revolving credit facility is being structured as an asset based lending facility and is projected to close in November 2011.

Our short-term debt ratings/outlook as of September 30, 2011 were:

§	Standard and Poor’s — B/negative (rating dated September 26, 2011; outlook changed from stable to negative)
§	Moody’s — not prime/negative (rating dated September 16, 2011; outlook changed from stable to negative)

Subsequently, on October 13, 2011 Standard and Poor’s withdrew our short-term debt ratings/outlook at our request. The rating was deemed unnecessary as we had no outstanding commercial paper and access to the commercial paper market was unavailable at our current credit rating.

WORKING CAPITAL

Working capital, current assets less current liabilities, is a common measure of liquidity used to assess a company’s ability to meet short-term obligations. Our working capital is calculated as follows:

	September 30			December 31			September 30
in millions	2011			2010			2010
Working Capital
Current assets 1		$1,002.1			$772.1			$921.7
Current liabilities		(364.3	)		(565.7	)		(671.3	)
Total working capital		$637.8			$206.4			$250.4

¹ As restated for September 30, 2010, see Note 1 to the condensed consolidated financial statements.

The $431.4 million increase in our working capital over the nine month period ended September 30, 2011 was a result of an increase in cash and cash equivalents of $104.8 million, an increase in accounts and notes receivable of $112.2 million and a decrease in short-term borrowings of $285.5 million. These favorable variances were partially offset by an increase in trade payables and accruals and other current liabilities of $82.8 million. The increase in cash and cash equivalents and the decrease in short-term borrowings is a result of the $1.1 billion bond offering completed in the second quarter of 2011. The increases in accounts and notes receivable and trade payables and accruals reflect our seasonal increases in production as evidenced by the 30% increase in net sales for the three months ended September 30, 2011 as compared to the three months ended December 31, 2010.

The $387.4 million increase in our working capital over the twelve month period ended September 30, 2011 was due to an increase in cash and cash equivalents of $69.9 million and a decrease in current maturities of long-term debt of $320.0 million. These variances are a result of the $1.1 billion bond offering completed in the second quarter of 2011.

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CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash provided by operating activities is derived primarily from net earnings before deducting noncash charges for depreciation, depletion, accretion and amortization.

	Nine Months Ended
	September 30
in millions	2011			2010
Net loss		($42.9	)		($49.5	)
Depreciation, depletion, accretion and amortization		273.7			289.2
Net gain on sale of property, plant & equipment and businesses		(55.9	)		(59.0	)
Contributions to pension plans		(3.8	)		(23.4	)
Changes in assets and liabilities before initial effects of business acquisitions and dispositions		(31.9	)		(6.6	)
Cost of debt purchase		19.2			0.0
Other operating cash flows, net		(36.7	)		(22.9	)
Net cash provided by operating activities		$121.7			$127.8

Net earnings before noncash deductions for depreciation, depletion, accretion and amortization were $230.8 million during the first nine months of 2011 as compared to $239.7 million during the same period in 2010. Changes in assets and liabilities before initial effects of business acquisitions and dispositions decreased $25.3 million as compared to the nine month period ended September 30, 2010. This decrease was largely caused by an unfavorable variance in trade payables and accruals and other noncurrent liabilities. The increase in cash outflows was partially offset by lower contributions to pension plans and an increase related to the cost to purchase our debt at a premium above par value (loss on extinguishment). Although the loss on extinguishment decreases net earnings, the associated cash outflow is removed from operating activities and presented as a component of financing activities.

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by investing activities was $8.9 million during the nine months ended September 30, 2011, a cash flow increase of $51.1 million as compared to the same period in the prior year. The increase in investing cash flows is due in part to an increase in proceeds from the sale of businesses of $21.9 million. This increase is largely referable to the third quarter 2011 sale of four aggregates facilities for cash proceeds of $61.8 million. During the first quarter of 2010, we sold three aggregates facilities for cash proceeds of $42.8 million. Additionally, payment for businesses acquired decreased $35.4 million as compared to the nine months ended September 30, 2010. No businesses were acquired for cash during the period ended September 30, 2011 while twelve ready-mixed concrete facilities were acquired for $35.4 million during the comparative period ended September 30, 2010. The increases in investing cash flows from the period ended September 30, 2010 were partially offset by an increase in cash purchases of property, plant and equipment of $15.2 million.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash used for financing activities was essentially flat at $25.8 million in the first nine months of 2011 as compared to $25.4 million in the first nine months of 2010. Increases in financing cash flows as compared to the first nine months of 2010 were largely due to an increase in cash flows related to debt of $46.4 million. This net positive cash flow variance includes proceeds and payments of short-term and long-term debt, debt issuance costs, cash paid to purchase our own debt at a premium above par value, and proceeds from the settlement of interest rate swaps. The net increase in investing cash flow due to these debt-related items was offset by decreases in proceeds from the issuance of common stock of $36.8 million and proceeds from the exercise of stock options of $9.4 million.

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CAPITAL STRUCTURE AND RESOURCES

We pursue attractive investment opportunities and fund acquisitions using internally generated cash or by issuing debt or equity securities. We actively manage our capital structure and resources in order to maximize shareholder wealth. Our primary goals include:

§	maintaining credit ratings that allow access to the credit markets on favorable terms
§	maintaining a debt to total capital ratio within what we believe to be a prudent and generally acceptable range of 35% to 40%

In June 2011, we issued $1.1 billion of unsecured long-term notes at favorable interest rates and with financial/contractual covenants and restrictions that mirror our existing debt. This issuance improves our debt maturity profile and provides financial flexibility to continue investing in our business as the economy recovers.

LONG-TERM DEBT

Our total debt as a percentage of total capital and the weighted-average interest rates on our long-term debt are summarized below:

	September 30			December 31			September 30
dollars in millions	2011			2010			2010
Debt
Current maturities of long-term debt		$5.2			$5.2			$325.2
Short-term borrowings		0.0			285.5			0.0
Long-term debt		2,816.2			2,427.5			2,432.5
Total debt		$2,821.4			$2,718.2			$2,757.7
Capital
Total debt		$2,821.4			$2,718.2			$2,757.7
Equity 1		3,876.1			3,965.0			4,024.1
Total capital		$6,697.5			$6,683.2			$6,781.8
Total Debt as a Percentage of
Total Capital		42.1	%		40.7	%		40.7	%
Long-term Debt — Weighted-average
Interest Rate		7.67	%		7.02	%		7.02	%
Total Debt — Percentage of
Floating-rate debt		0.5	%		17.9	%		16.3	%
Fixed-rate debt		99.5	%		82.1	%		83.7	%

¹  As restated for September 30, 2010, see Note 1 to the condensed consolidated financial statements.

In June 2011 we issued $1.1 billion of long-term notes in two series, as follows: $500.0 million of 6.50% notes due in 2016 and $600.0 million of 7.50% notes due in 2021. These notes were issued principally to:

§	repay and terminate our $450.0 million floating-rate term loan due in 2015
§	fund the purchase through a tender offer of $165.4 million of our outstanding 5.60% notes due in 2012 and $109.6 million of our outstanding 6.30% notes due in 2013
§	repay $275.0 million outstanding under our revolving credit facility
§	and for general corporate purposes

Our current bank credit facility and the indenture governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. Our total debt as a percentage of total capital was 42.1% as of September 30, 2011, compared with 40.7% nine months previously and 40.7% twelve months previously.

In the future, our total debt as a percentage of total capital will depend on specific investment and financing decisions. We have made acquisitions from time to time and will continue to pursue attractive investment opportunities. Such acquisitions could be funded by using internally generated cash, issuing debt or equity securities, or by selling or exchanging existing assets.

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Our long-term debt ratings/outlook as of September 30, 2011 were:

§	Standard and Poor’s — BB/negative (rating dated September 26, 2011; outlook changed from stable to negative)
§	Moody’s — Ba2/negative (rating dated September 16, 2011; downgraded from Ba1/stable)

EQUITY

Our common stock issuances are summarized below:

	September 30		December 31		September 30
in thousands	2011		2010		2010
Common stock shares at beginning of year issued and outstanding		128,570		125,912		125,912
Common Stock Issuances
Pension plan contribution		0		1,190		1,190
Acquisition		373		0		0
401(k) savings and retirement plan		111		882		882
Share-based compensation plans		179		586		407
Common stock shares at end of period issued and outstanding		129,233		128,570		128,391

In March 2010, we issued 1.2 million shares of common stock (par value of $1 per share) to our qualified pension plan as explained in Notes 9 and 10 to the condensed consolidated financial statements. This transaction increased shareholders’ equity by $53.9 million (common stock $1.2 million and capital in excess of par $52.7 million).

In February 2011, we issued 0.4 million shares of common stock in connection with a business acquisition as explained in Note 14 to the condensed consolidated financial statements.

We periodically issue shares of common stock to the trustee of our 401(k) savings and retirement plan to satisfy the plan participants’ elections to invest in our common stock. This arrangement provides a means of improving cash flow, increasing shareholders’ equity and reducing leverage. Under this arrangement, the stock issuances and resulting cash proceeds for the periods presented were:

§	nine months ended September 30, 2011 — issued 0.1 million shares for cash proceeds of $4.7 million
§	twelve months ended December 31, 2010 — issued 0.9 million shares for cash proceeds of $41.7 million
§	nine months ended September 30, 2010 — issued 0.9 million shares for cash proceeds of $41.7 million

There were no shares held in treasury as of September 30, 2011, December 31, 2010 and September 30, 2010. There were 3,411,416 shares remaining under the current purchase authorization of the Board of Directors as of September 30, 2011.

STANDBY LETTERS OF CREDIT

For a discussion of our standby letters of credit see Note 13 to the condensed consolidated financial statements.

CASH CONTRACTUAL OBLIGATIONS

Our obligation to make future payments under contracts is presented in our most recent Annual Report on Form 10-K.

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CRITICAL ACCOUNTING POLICIES

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our Annual Report on Form 10-K for the year ended December 31, 2010 (Form 10-K).

We prepare these financial statements to conform with accounting principles generally accepted in the United States of America. These principles require us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We base our estimates on historical experience, current conditions and various other assumptions we believe reasonable under existing circumstances and evaluate these estimates and judgments on an ongoing basis. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may differ from these estimates.

We believe that the accounting policies described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our financial statements, so we consider these to be our critical accounting policies. There have been no changes to our critical accounting policies during the nine months ended September 30, 2011.

NEW ACCOUNTING STANDARDS

For a discussion of the accounting standards recently adopted or pending adoption and the affect such accounting changes will have on our results of operations, financial position or liquidity, see Note 16 to the condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to:

§	general economic and business conditions;
§	the timing and amount of federal, state and local funding for infrastructure;
§	the lack of a multi-year federal highway funding bill with an automatic funding mechanism;
§	the reluctance of state departments of transportation to undertake federal highway projects without a reliable method of federal funding;
§	the impact of a prolonged economic recession on our industry, business and financial condition and access to capital markets;
§	changes in the level of spending for private residential and nonresidential construction;
§	the highly competitive nature of the construction materials industry;
§	the impact of future regulatory or legislative actions;
§	the outcome of pending legal proceedings;
§	pricing of our products;
§	weather and other natural phenomena;
§	energy costs;
§	costs of hydrocarbon-based raw materials;
§	healthcare costs;
§	the amount of long-term debt and interest expense we incur;
§	changes in interest rates;
§	the impact of our below investment grade debt rating on our cost of capital;

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§	volatility in pension plan asset values which may require cash contributions to the pension plans;
§	the impact of environmental clean-up costs and other liabilities relating to previously divested businesses;
§	our ability to secure and permit aggregates reserves in strategically located areas;
§	our ability to manage and successfully integrate acquisitions;
§	the potential of goodwill impairment;
§	the potential impact of future legislation or regulations relating to climate change or greenhouse gas emissions or the definition of minerals;
§	and other assumptions, risks and uncertainties detailed from time to time in our periodic reports.

All forward-looking statements are made as of the date of filing. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.

INVESTOR INFORMATION

We make available on our website, www.vulcanmaterials.com, free of charge, copies of our:

§	Annual Report on Form 10-K
§	Quarterly Reports on Form 10-Q
§	Current Reports on Form 8-K

We also provide amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database (www.sec.gov).

The public may read and copy materials filed with the SEC at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D. C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to Jerry F. Perkins Jr., Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

We have a:

§	Business Conduct Policy applicable to all employees and directors:
§	Code of Ethics for the CEO and Senior Financial Officers

Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the heading “Corporate Governance.” If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC.

Our Board of Directors has also adopted:

§	Corporate Governance Guidelines
§	Charters for its Audit, Compensation and Governance Committees

These documents meet all applicable SEC and New York Stock Exchange regulatory requirements.

Each of these documents is available on our website under the heading, “Corporate Governance,” or you may request a copy of any of these documents by writing to Jerry F. Perkins Jr., Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. In order to manage or reduce these market risks, we may utilize derivative financial instruments. We do not enter into derivative financial instruments for speculative or trading purposes.

We are exposed to interest rate risk due to our various credit facilities and long-term debt instruments. At times, we use interest rate swap agreements to manage this risk.

In June 2011, we issued $500.0 million of 6.50% fixed-rate notes due in 2016. Concurrently, we entered into interest rate swap agreements in the stated amount of $500.0 million. Under these agreements, we paid 6-month LIBOR plus a spread of 4.05% and received a fixed interest rate of 6.50%. Additionally, in June 2011, we entered into interest rate swap agreements on our $150.0 million of 10.125% fixed-rate notes due in 2015. Under these agreements, we paid 6-month LIBOR plus a spread of 8.03% and received a fixed interest rate of 10.125%. In August 2011, we terminated and settled these interest rate swap agreements for $25.4 million of cash proceeds. The forward component of the settlement (cash proceeds less $2.0 million of accrued interest income) is being amortized as a reduction to interest expense over the remaining lives of the related debt using the effective interest method.

In December 2007, we issued $325.0 million of floating-rate notes due in 2010 that bear interest at 3-month LIBOR plus 1.25% per annum. Concurrently, we entered into an interest rate swap agreement in the stated amount of $325.0 million. The swap agreement terminated December 15, 2010, coinciding with the maturity of the notes due in 2010. The realized gains and losses upon settlement related to the swap agreement are reflected in interest expense concurrent with the hedged interest payments on the debt. At September 30, 2010, we recognized a liability of $3.0 million (included in other current liabilities) equal to the fair value of this swap.

At September 30, 2011, the estimated fair value of our long-term debt instruments including current maturities was $2,654.4 million compared to a book value of $2,821.4 million. The estimated fair value was determined by discounting expected future cash flows based on credit-adjusted interest rates on U.S. Treasury bills, notes or bonds, as appropriate. The fair value estimate is based on information available as of the measurement date. Although we are not aware of any factors that would significantly affect the estimated fair value amount, it has not been comprehensively revalued since the measurement date. The effect of a decline in interest rates of 1 percentage point would increase the fair value of our liability by $139.6 million.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds, the expected return on plan assets, the rate of compensation increase for salaried employees and the rate of increase in the per capita cost of covered healthcare benefits. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in our most recent Annual Report on Form 10-K.

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ITEM 4

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. These disclosure controls and procedures (as defined in the Securities and Exchange Act of 1934 Rules 13a — 15(e) and 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of September 30, 2011. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

We are in the process of replacing our legacy information technology systems and have substantially completed the implementation of new financial reporting software, which is a major component of the replacement. We are also in the process of implementing a new quote to cash software system, which is another significant component of the replacement. The new information technology systems were a source for most of the information presented in this Quarterly Report on Form 10-Q. We are continuing to work towards the full implementation of the new information technology systems.

No other changes were made to our internal controls over financial reporting or other factors that could materially affect these controls during the third quarter of 2011.

PART II OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

Certain legal proceedings in which we are involved are discussed in Note 12 to the consolidated financial statements and Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2010, and in Note 19 to the condensed consolidated financial statements of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011. See Note 19 to the condensed consolidated financial statements of this Form 10-Q for a discussion of certain recent developments concerning our legal proceedings.

ITEM 1A

RISK FACTORS

Following is an additional risk factor to the risk factors disclosed in Item 1A of Part 1 in our Form 10-K for the year ended December 31, 2010.

Continued slow economic recovery in the construction industry may result in an impairment of our goodwill — We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. While we have not completed our annual test and have not identified any events or changes in circumstances that indicate the fair value of any of our reporting units is below its carrying value, the timing of a sustained recovery in the construction industry may have a significant effect on the fair value of our reporting units. A significant decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill that would reduce equity and result in an increase in our total debt as a percentage of total capital (42.1% as of September 30, 2011). Our current bank credit facility and the indenture governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. We believe that it is highly unlikely that any potential write-down in goodwill would result in a violation of this covenant.

39

ITEM 6

EXHIBITS

Exhibit 31(a)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31(b)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32(a)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32(b)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99	MSHA Citations and Litigation
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

40

SIGNATURES

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

	VULCAN MATERIALS COMPANY
	/s/ Ejaz A. Khan
	Ejaz A. Khan
Date November 4, 2011	Vice President, Controller and Chief Information Officer (Principal Accounting Officer)
	/s/ Daniel F. Sansone
	Daniel F. Sansone
Date November 4, 2011	Executive Vice President, Chief Financial Officer (Principal Financial Officer)

41

EX-31.A

EXHIBIT 31(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Donald M. James, certify that:

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

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

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

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

Date          November 4, 2011

/s/ Donald M. James  

Donald M. James  

Chairman and Chief Executive Officer 

Exhibit 31(a)

EX-31.B

EXHIBIT 31(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Daniel F. Sansone, certify that:

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

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

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

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

Date          November 4, 2011

/s/ Daniel F. Sansone  

Daniel F. Sansone  

Executive Vice President, Chief Financial Officer 

Exhibit 31(b)

EX-32.A

EXHIBIT 32(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF

VULCAN MATERIALS COMPANY

PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

I, Donald M. James, Chairman and Chief Executive Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter ended September 30, 2011, filed with the Securities and Exchange Commission on the date hereof:

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

/s/ Donald M. James  

Donald M. James
Chairman and Chief Executive Officer
November 4, 2011  

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

Exhibit 32(a)

EX-32.B

EXHIBIT 32(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

OF

VULCAN MATERIALS COMPANY

PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

I, Daniel F. Sansone, Executive Vice President and Chief Financial Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter ended September 30, 2011, filed with the Securities and Exchange Commission on the date hereof:

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

/s/ Daniel F. Sansone  

Daniel F. Sansone
Executive Vice President, Chief Financial Officer
November 4, 2011 

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

Exhibit 32(b)

EX-99

EXHIBIT 99

MSHA CITATIONS AND LITIGATION

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was enacted. Section 1503 of the Dodd-Frank Act requires companies that are “operators” (as such term is defined in the Federal Mine Safety and Health Act of 1977 (the Mine Act)) to disclose certain mine safety information in each periodic report to the Securities and Exchange Commission. This information is related to the enforcement of the Mine Act by the Mine Safety and Health Administration (MSHA).

The Dodd-Frank Act requires disclosure of the following categories of violations, orders and citations: (1) Section 104 S&S Citations, which are citations issued for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard; (2) Section 104(b) Orders, which are orders issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (3) Section 104(d) Citations and Orders, which are issued upon violations of mandatory health or safety standards caused by an unwarrantable failure of the operator to comply with the standards; (4) Section 110(b)(2) Violations, which result from the reckless and repeated failure to eliminate a known violation; (5) Section 107(a) Orders, which are given when MSHA determines that an imminent danger exists and results in an order of immediate withdrawal from the area of the mine affected by the condition; and (6) written notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e). In addition, the Dodd-Frank Act requires the disclosure of the total dollar value of proposed assessments from MSHA under the Mine Act and the total number of mining related fatalities.

The following disclosures are made pursuant to Section 1503.

During the three months ended September 30, 2011, none of our operations: (i) received Section 104(b) Orders; (ii) had any flagrant violations under Section 110(b)(2); (iii) received Section 107(a) Orders; (iv) received notice from MSHA of a pattern of violations of mandatory health or safety standards under Section 104(e); or (v) had any mining-related fatalities.

Exhibit 99

The table below sets forth, by mine, the total number of citations and/or orders issued to us by MSHA during the period covered by this report under the indicated provisions of the Mine Act, together with the total dollar value of proposed assessments, if any, from MSHA, received during the three months ended September 30, 2011. We received 126 federal mine safety inspections at 110 of our 263 active MSHA-regulated facilities during the reporting period. Of the 110 inspected operations, 100 did not receive any reportable citations or orders.

													Total Dollar				Received
													Value of				Written
							Mine Act						Proposed		Total		Notice
			Total				§ 104(d)						MSHA		Number		under
			Number		Mine Act		Citations		Mine Act §		Mine Act		Assessments		of Mining		Mine Act
	Number of		of S&S		§ 104(b)		and		110(b)(2)		§ 107(a)		(dollars in		Related		§ 104(e)
Name of Operation	Inspections		Citations		Orders		Orders		Violations		Orders		thousands)		Fatalities		(yes/no)
Bartlett Quarry UG, Bluff City, IL		1		2		0		0		0		0		0		0	No
Eastland Stone, TX		1		1		0		0		0		0		0		0	No
Ft Pierce Quarry, FL		2		1		0		0		0		0		0		0	No
Graham Virginia, Occoquan Quarry, VA		1		1		0		0		0		0		0.7		0	No
Kodak Quarry, TN		1		1		0		2		0		0		0		0	No
Lawrenceville Quarry, VA		1		1		0		0		0		0		0		0	No
Manassas Quarry, VA		2		1		0		0		0		0		0		0	No
Notasulga Quarry, AL		3		2		0		0		0		0		0		0	No
Shelbyville Quarry, TN		1		1		0		0		0		0		0		0	No
TSB Cement Plant, FL		1		1		0		0		0		0		1.8		0	No
Other Operations - 100		112		0		0		0		0		0		0		0	No
Total		126		12		0		2		0		0		2.5		0

The total dollar value of proposed assessments received during the three and nine months ended September 30, 2011 for all other citations, as well as proposed assessments received during the reporting period for citations previously issued, are $15,682 and $145,727, respectively.

The table below sets forth, by mine, the pending legal actions filed before the Federal Mine Safety and Health Review Commission during the three months ended September 30, 2011. We initiated each of these actions in order to contest the appropriateness of citations issued.

Name of Operation	State	Case Type	Action Type	Date Case Filed
Grand Rivers Quarry	KY	Contest Penalty	104(a); 104(a) S&S	07/07/2011
Mecklenburg Quarry	VA	Contest Penalty	104(a)	07/15/2011
Sweet Water Quarry	TN	Contest Penalty	104(a) S&S	07/26/2011
Athens Quarry	TN	Contest Penalty	104(a) S&S; 104(g)(1) S&S	07/26/2011
New Bristol Quarry	TN	Contest Penalty	104(a) S&S	07/26/2011
Cleveland Quarry	TN	Contest Penalty	104(a)	07/26/2011
Pineville Quarry	NC	Contest Penalty	104(a)	07/26/2011
Spruce Pine Quarry	NC	Contest Penalty	104(a) S&S	07/26/2011
Lemont Quarry UG	IL	Contest Penalty	104(a)	08/04/2011
LaGrange Quarry	GA	Contest Penalty	104(a)	08/23/2011
Jack Quarry	VA	Contest Penalty	104(a)	08/24/2011
Puddledock Sand & Gravel	VA	Contest Penalty	104(a) S&S	08/24/2011
Richmond Quarry	VA	Contest Penalty	104(a)	08/24/2011
Pocomoke City Sand & Gravel	MD	Contest Penalty	104(a)	08/24/2011
Bartlett Quarry UG, Bluff City	IL	Contest Penalty	104(a)	09/07/2011
Tampa Cement Grinding Plant	FL	Contest Penalty	104(a) S&S	09/16/2011
TSB Cement Plant	FL	Contest Penalty	104(a) S&S	09/16/2011
Francesville Quarry	IN	Contest Penalty	104(a)	09/22/2011
Childersburg Quarry	AL	Contest Penalty	104(a)	09/22/2011
Enka Quarry	NC	Contest Penalty	104(a)	09/22/2011
South Russellville Quarry	AL	Contest Penalty	104(a)	09/26/2011
Ellijay Quarry	GA	Contest Penalty	104(a)	09/26/2011
Columbia Quarry UG	TN	Contest Penalty	104(a); 104(a) S&S	09/26/2011

Exhibit 99

XML

Fair Value Measurements (Details 1) (USD $) In Thousands	12 Months Ended
	Dec. 31, 2010
Fair value assets
Impairment charges, Totals	$ 3,936
Nonrecurring [Member]
Fair value assets
Impairment charges, Property, plant & equipment	2,500
Impairment charges, Assets held for sale	1,436
Impairment charges, Totals	3,936
Nonrecurring [Member] | Level 3 [Member]
Fair value assets
Property, plant & equipment	1,536
Assets held for sale	9,625
Totals	$ 11,161

XML

Condensed Consolidated Balance Sheets (Unaudited, except for December 31) (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010		Mar. 31, 2010
Equity
Common stock, par value	$ 1	$ 1	$ 1	[1]	$ 1

[1] As Restated, See Note 1

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net sales	$ 714,947	$ 699,792	$ 1,828,720	$ 1,857,085
Delivery revenues	45,805	43,412	121,203	115,534
Total revenues	760,752	743,204	1,949,923	1,972,619
Cost of goods sold	599,167	573,045	1,619,206	1,607,109
Delivery costs	45,805	43,412	121,203	115,534
Cost of revenues	644,972	616,457	1,740,409	1,722,643
Gross profit	115,780	126,747	209,514	249,976
Selling, administrative and general expenses	67,859	77,560	221,267	247,431
Gain on sale of property, plant & equipment and businesses, net	41,457	476	44,831	50,210
Recovery (charge) from legal settlement (Note 19)	20,857	0	46,404	(40,000)
Other operating income (expense), net	(3,567)	769	(10,509)	2,117
Operating earnings	106,668	50,432	68,973	14,872
Other nonoperating income (expense), net	(3,745)	1,637	(2,384)	1,780
Interest expense, net	50,678	47,526	163,839	134,541
Earnings (loss) from continuing operations before income taxes	52,245	4,543	(97,250)	(117,889)
Provision (benefit) for income taxes	29,833	(6,048)	(47,938)	(61,491)
Earnings (loss) from continuing operations	22,412	10,591	(49,312)	(56,398)
Earnings (loss) on discontinued operations, net of tax	(2,453)	2,655	6,399	6,905
Net earnings (loss)	19,959	13,246	(42,913)	(49,493)
Other comprehensive income, net of tax
Fair value adjustments to cash flow hedges	0	(183)	0	(503)
Reclassification adjustment for cash flow hedges	900	2,849	6,353	8,347
Amortization of pension and postretirement plan actuarial loss and prior service cost	1,885	963	6,043	2,685
Other comprehensive income	2,785	3,629	12,396	10,529
Comprehensive income (loss)	22,744	16,875	(30,517)	(38,964)
Basic earnings (loss) per share
Continuing operations	$ 0.17	$ 0.08	$ (0.38)	$ (0.44)
Discontinued operations	$ (0.02)	$ 0.02	$ 0.05	$ 0.05
Net earnings (loss) per share	$ 0.15	$ 0.10	$ (0.33)	$ (0.39)
Diluted earnings (loss) per share
Continuing operations	$ 0.17	$ 0.08	$ (0.38)	$ (0.44)
Discontinued operations	$ (0.02)	$ 0.02	$ 0.05	$ 0.05
Net earnings (loss) per share	$ 0.15	$ 0.10	$ (0.33)	$ (0.39)
Weighted-average common shares outstanding
Basic	129,493	128,602	129,341	127,840
Assuming dilution	129,768	128,910	129,341	127,840
Cash dividends declared per share of common stock	$ 0.25	$ 0.25	$ 0.75	$ 0.75
Depreciation, depletion, accretion and amortization	$ 90,948	$ 97,697	$ 273,671	$ 289,174
Effective tax rate from continuing operations	57.10%	(133.10%)	49.30%	52.20%

XML

Other Comprehensive Income (OCI) (Details 1) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Reclassification Adjustment for Cash Flow Hedges
Interest expense, net	$ 1,499	$ 4,779	$ 10,131	$ 14,634
Benefit from income taxes	(599)	(1,930)	(3,778)	(6,287)
Total	900	2,849	6,353	8,347
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost
Cost of goods sold	2,407	1,193	7,104	3,569
Selling, administrative and general expense	715	399	2,260	1,209
Benefit from income taxes	(1,237)	(629)	(3,321)	(2,093)
Total	1,885	963	6,043	2,685
Total reclassifications from AOCI to earnings	$ 2,785	$ 3,812	$ 12,396	$ 11,032

XML

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2011

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 18: SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

	Nine Months Ended
	September 30
in thousands	2011			2010
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)		$102,260			$101,917
Income taxes		(31,127	)		3,897
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment		6,511			4,674
Stock issued for pension contribution (Note 9)		0			53,864
Amounts referable to business acquisition (Note 14)
Liabilities assumed		13,774			150
Fair value of equity consideration		18,529			0

XML

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	Vulcan Materials CO
Entity Central Index Key	0001396009
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 5,602,210,475
Entity Common Stock, Shares Outstanding	129,232,664

XML

Derivative Instruments (Details Textual) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended	37 Months Ended			6 Months Ended		9 Months Ended
	Aug. 31, 2011	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2007 agreement	Dec. 15, 2010	Sep. 30, 2012	Jun. 30, 2011	Jun. 30, 2011 Interest Rate Swap Agreement 1 [Member]	Jun. 30, 2011 Interest Rate Swap Agreement 2 [Member]	Sep. 30, 2011 Interest Rate Swap Agreement 3 [Member]	Sep. 30, 2011 Interest Rate Swap Agreement 4 [Member]
Derivative Instruments (Textuals)
Notional amount of interest rate swap agreement					$ 325,000,000				$ 500,000,000	$ 150,000,000
Fixed interest rate under swap agreement					5.25%				6.50%	10.125%	6.50%	10.125%
Interest rate spread above London Interbank Offered Rate (LIBOR)						1.25%			4.05%	8.03%
Variable rate basis						3-month LIBOR			6-month LIBOR	6-month LIBOR	6-month LIBOR	6-month LIBOR
Aggregate notional amount of swaps					325,000,000			500,000,000
Length of interest rate swap agreement (In years)					3 years
Number of forward starting interest rate swap agreements					15
Notional amount for forward starting interest rate swap agreements					1,500,000,000
Proceeds from settlement of interest rate swap agreements			23,387,000	0	89,777,000
Estimated amount of pretax loss accumulated in Other Comprehensive Income related to interest rate swap that would be reclassified to earnings							6,362,000
Cash proceeds from interest rate swap agreements	25,382,000
Accrued interest income	1,995,000
Interest expense amortized		$ 320,000	$ 320,000

XML

Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2011

Basis of Presentation [Abstract]

Summary of the effects of the correction of errors on the Condensed Consolidated Balance Sheet

A summary of the effects of the correction of the errors on our Condensed Consolidated Balance Sheet as of September 30, 2010, is presented in the table below:

	As of September 30, 2010
	As					As
in thousands	Reported		Correction			Restated
Assets
Current deferred income taxes		$66,718		($1,950	)		$64,768
Prepaid expenses		42,729		(8,450	)		34,279
Total current assets		932,144		(10,400	)		921,744
Goodwill		3,093,979		2,321			3,096,300
Total assets		$8,529,597		($8,079	)		$8,521,518
Liabilities
Noncurrent deferred income taxes		$849,925		$6,706			$856,631
Total liabilities		4,490,743		6,706			4,497,449
Equity
Retained earnings		1,606,754		(14,785	)		1,591,969
Total equity		4,038,854		(14,785	)		4,024,069
Total liabilities and equity		$8,529,597		($8,079	)		$8,521,518

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Derivative Instruments (Details 1) (Interest rate swaps [Member], Cash Flow Hedge [Member], USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Effects of changes in the fair values of derivatives designated as cash flow hedges on the accompanying Condensed Consolidated Statements of Comprehensive Income
Loss recognized in OCI (effective portion)	$ 0	$ (307)	$ 0	$ (881)
Interest Expense [Member]
Effects of changes in the fair values of derivatives designated as cash flow hedges on the accompanying Condensed Consolidated Statements of Comprehensive Income
Loss reclassified from AOCI Interest (effective portion)	$ (1,519)	$ (4,799)	$ (10,191)	$ (14,695)

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Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 7: FAIR VALUE MEASUREMENTS

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

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs that are derived principally from or corroborated by observable market data

Level 3: Inputs that are unobservable and significant to the overall fair value measurement

Our assets and liabilities that are subject to fair value measurements on a recurring basis are summarized below:

	Level 1
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Rabbi Trust
Mutual funds		$12,816		$13,960		$13,146
Equities		5,746		9,336		7,456
Total assets		$18,562		$23,296		$20,602

	Level 2
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Medium-term investments		$0		$0		$3,910
Interest rate swaps		0		0		(3,044	)
Rabbi Trust
Common/collective trust funds		1,965		2,431		2,361
Net asset		$1,965		$2,431		$3,227

The Rabbi Trust investments relate to funding for the executive nonqualified deferred compensation and excess benefit plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds and equity securities for which quoted prices in active markets are available. Investments in common/collective trust funds are stated at estimated fair value based on the underlying investments in those funds. The underlying investments are comprised of short-term, highly liquid assets in commercial paper, short-term bonds and treasury bills.

The medium-term investments were comprised of money market and other money funds, as more fully described in Note 5. Using a market approach, we estimated the fair value of these funds by applying our historical distribution ratio to the liquidated value of investments in The Reserve funds. Additionally, we estimated a discount against our investment balances to allow for the risk that legal and accounting costs and pending or threatened claims and litigation against The Reserve and its management would reduce the principal available for distribution.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date. These interest rate swaps are more fully described in Note 6.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, current maturities of long-term debt, short-term borrowings, trade payables and other accrued expenses approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 11, respectively.

There were no assets or liabilities subject to fair value measurement on a nonrecurring basis in 2011. Assets that were subject to fair value measurement on a nonrecurring basis are summarized below:

	As of December 31, 2010
			Impairment
in thousands	Level 3		Charges
Fair Value Nonrecurring
Property, plant & equipment		$1,536		$2,500
Assets held for sale		9,625		1,436
Totals		$11,161		$3,936

We recorded a $3,936,000 loss on impairment of long-lived assets in 2010. We utilized an income approach to measure the fair value of the long-lived assets and determined that the carrying value of the assets exceeded the fair value. The loss on impairment represents the difference between the carrying value and the fair value (less costs to sell for assets held for sale) of the impacted long-lived assets.

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

Results from discontinued operations

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Discontinued Operations
Pretax earnings (loss) from results		($4,068	)		$4,425			($481	)		$3,565
Gain on disposal, net of transaction bonus		0			0			11,056			7,912
Income tax (provision) benefit		1,615			(1,770	)		(4,176	)		(4,572	)
Earnings (loss) on discontinued operations, net of tax		($2,453	)		$2,655			$6,399			$6,905

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Earnings Per Share (EPS) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Weighted-average common shares outstanding
Weighted-average common shares outstanding	129,493,000	128,602,000	129,341,000	127,840,000
Dilutive effect of
Stock options/SOSARs	35,000	58,000	0	0
Other stock compensation plans	240,000	250,000	0	0
Weighted-average common shares outstanding, assuming dilution	129,768,000	128,910,000	129,341,000	127,840,000
Antidilutive common stock equivalents
Antidilutive common stock equivalents	5,871,000	6,225,000	5,871,000	4,905,000
Earnings Per Share (EPS) (Textuals)
Shares excluded from diluted weighted-average common shares outstanding computation due to operating losses			304,000	406,000

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

Segment Financial Disclosure

SEGMENT FINANCIAL DISCLOSURE

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2011			2010			2011			2010
Total Revenues
Aggregates 1
Segment revenues		$514.7			$514.3			$1,324.8			$1,369.5
Intersegment sales		(42.4	)		(44.8	)		(111.8	)		(119.2	)
Net sales		472.3			469.5			1,213.0			1,250.3
Concrete 2
Segment revenues		101.4			105.1			281.8			293.0
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		101.4			105.1			281.8			293.0
Asphalt Mix
Segment revenues		128.9			115.8			304.4			282.3
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		128.9			115.8			304.4			282.3
Cement 3
Segment revenues		19.1			20.3			52.5			61.2
Intersegment sales		(6.7	)		(10.9	)		(23.0	)		(29.7	)
Net sales		12.4			9.4			29.5			31.5
Total
Net sales		715.0			699.8			1,828.7			1,857.1
Delivery revenues		45.8			43.4			121.2			115.5
Total revenues		$760.8			$743.2			$1,949.9			$1,972.6
Gross Profit
Aggregates		$113.4			$125.2			$227.0			$262.5
Concrete		(8.9	)		(10.1	)		(32.3	)		(31.7	)
Asphalt Mix		12.3			13.4			20.4			21.8
Cement		(1.0	)		(1.8	)		(5.6	)		(2.6	)
Total		$115.8			$126.7			$209.5			$250.0
Depreciation, Depletion,
Accretion and Amortization
Aggregates		$70.3			$74.5			$211.5			$222.6
Concrete		13.1			13.6			39.3			40.1
Asphalt Mix		1.9			2.2			5.9			6.7
Cement		4.5			5.8			13.6			15.3
Corporate and other unallocated		1.1			1.6			3.4			4.5
Total		$90.9			$97.7			$273.7			$289.2

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as transportation and service revenues associated with the aggregates business.
2	Includes ready-mixed concrete, concrete block, precast concrete, as well as building materials purchased for resale.
3	Includes cement and calcium products.

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New Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2011

New Accounting Standards [Abstract]

Fair Value Measurements

ENHANCED DISCLOSURES FOR FAIR VALUE MEASUREMENTS As of and for the interim period ended March 31, 2011, we adopted Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” as it relates to separate disclosures about purchases, sales, issuances and settlements applicable to Level 3 measurements. Our adoption of this standard had no impact on our financial position, results of operations or liquidity.

AMENDMENTS TO FAIR VALUE MEASUREMENT REQUIREMENTS In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in the ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

Other Comprehensive Income

PRESENTATION OF OTHER COMPREHENSIVE INCOME As of and for the interim period ended June 30, 2011, we early adopted ASU No. 2011-05, “Presentation of Comprehensive Income.” This standard eliminates the option to present components of other comprehensive income (OCI) as part of the statement of shareholders’ equity. The amendments in this standard require that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Our Condensed Consolidated Statements of Comprehensive Income conform to the presentation requirements of this standard.

Goodwill

AMENDMENTS ON GOODWILL IMPAIRMENT TESTING In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment” which amends the goodwill impairment testing guidance in ASC 350-20, “Goodwill.” Under the amended guidance, an entity has the option of performing a qualitative assessment when testing goodwill for impairment. The two-step impairment test would only be required if, on the basis of the qualitative factors, an entity determines that the fair value of the reporting unit is more likely than not (a likelihood of more than 50%) less than the carrying amount. Additionally, this ASU revises the examples of events and circumstances that an entity should consider when determining if an interim goodwill impairment test is required. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

Enhanced Disclosure Requirements On Multiemployer Benefit Plans

ENHANCED DISCLOSURE REQUIREMENTS ON MULTIEMPLOYER BENEFIT PLANS In September 2011, the FASB issued ASU No. 2011-09, “Disclosures About an Employer’s Participation in a Multiemployer Plan” which increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer plans that offer pension and other postretirement benefits. The ASU’s objective is to enhance the transparency of disclosures about (1) the significant multiemployer plans in which an employer participates, (2) the level of the employer’s participation in those plans, (3) the financial health of the plans and (4) the nature of the employer’s commitments to the plans. This ASU is effective for annual periods ending after December 15, 2011. We will adopt this standard as of and for our annual period ending December 31, 2011.

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Asset Retirement Obligations

9 Months Ended

Sep. 30, 2011

Asset Retirement Obligations [Abstract]

ASSET RETIREMENT OBLIGATIONS

NOTE 12: ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets.

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

We record all AROs for which we have legal obligations for land reclamation at estimated fair value. Essentially all these AROs relate to our underlying land parcels, including both owned properties and mineral leases. For the three and nine month periods ended September 30, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
ARO Operating Costs
Accretion		$1,894		$2,081		$6,189		$6,525
Depreciation		1,947		3,050		5,342		9,390
Total		$3,841		$5,131		$11,531		$15,915

ARO operating costs for our continuing operations are reported in cost of goods sold. AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Asset Retirement Obligations
Balance at beginning of period		$160,733			$162,168			$162,730			$167,757
Liabilities incurred		1,456			1,016			1,734			2,457
Liabilities settled		(6,238	)		(4,762	)		(12,202	)		(8,879	)
Accretion expense		1,894			2,081			6,189			6,525
Revisions up (down)		139			(288	)		(467	)		(7,645	)
Balance at end of period		$157,984			$160,215			$157,984			$160,215

Revisions to our AROs during 2010 related primarily to extensions in the estimated settlement dates at numerous sites.

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Earnings Per Share (EPS)

9 Months Ended

Sep. 30, 2011

Earnings Per Share (EPS) [Abstract]

EARNINGS PER SHARE (EPS)

NOTE 3: EARNINGS PER SHARE (EPS)

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

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Weighted-average common shares
outstanding		129,493		128,602		129,341		127,840
Dilutive effect of
Stock options/SOSARs		35		58		0		0
Other stock compensation plans		240		250		0		0
Weighted-average common shares
outstanding, assuming dilution		129,768		128,910		129,341		127,840

All dilutive common stock equivalents are reflected in our earnings per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation are excluded. These excluded shares are as follows: nine months ended September 30, 2011 — 304,000 shares and nine months ended September 30, 2010 — 406,000 shares.

The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price, are as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Antidilutive common stock equivalents		5,871		6,225		5,871		4,905

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Standby Letters of Credit (Tables)

9 Months Ended

Sep. 30, 2011

Standby Letters of Credit [Abstract]

Standby Letters of Credit

	September 30
in thousands	2011
Standby Letters of Credit
Risk management requirement for insurance claims		$41,083
Payment surety required by utilities		133
Contractual reclamation/restoration requirements		8,482
Financial requirement for industrial revenue bond		14,230
Total		$63,928

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Shareholders' Equity

9 Months Ended

Sep. 30, 2011

Shareholders' Equity [Abstract]

SHAREHOLDERS' EQUITY

NOTE 9: SHAREHOLDERS’ EQUITY

In March 2010, we issued 1,190,000 shares of common stock to our qualified pension plan (par value of $1 per share) as described in Note 10. This transaction increased shareholders’ equity by $53,864,000 (common stock $1,190,000 and capital in excess of par $52,674,000).

In February 2011, we issued 372,992 shares (368,527 shares net of acquired cash) of common stock in connection with a business acquisition as described in Note 14.

We periodically issue shares of common stock to the trustee of our 401(k) savings and retirement plan to satisfy the plan participants’ elections to invest in our common stock. The resulting cash proceeds provide a means of improving cash flow, increasing shareholders’ equity and reducing leverage. Under this arrangement, the stock issuances and resulting cash proceeds were as follows:

■ nine months ended September 30, 2011 — issued 110,881 shares for cash proceeds of $4,745,000; and

■ nine months ended September 30, 2010 — issued 882,131 shares for cash proceeds of $41,734,000.

No shares were held in treasury as of September 30, 2011, December 31, 2010 and September 30, 2010. As of September 30, 2011, 3,411,416 shares may be repurchased under the current authorization of our Board of Directors.

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Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2011

Acquisitions and Divestitures [Abstract]

ACQUISITIONS AND DIVESTITURES

NOTE 14: ACQUISITIONS AND DIVESTITURES

During the first quarter of 2011, we acquired ten ready-mixed concrete facilities for 432,407 shares of common stock valued at the closing date price of $42.85 per share (total consideration of $18,529,000 net of acquired cash). We issued 368,527 shares to the seller at closing and retained 63,880 shares to fulfill certain working capital adjustments and indemnification obligations.

As a result of this acquisition, we recognized $6,419,000 of amortizable intangible assets, none of which is expected to be deductible for income tax purposes. The amortizable intangible assets consist of contractual rights in place and will be amortized over an estimated weighted-average period of 20 years.

The purchase price allocation for this 2011 acquisition is preliminary and subject to adjustment.

On September 30, 2011, we completed the sale of four aggregates facilities. The sale resulted in net cash proceeds at closing of $61,774,000 and a pretax gain on sale of $39,659,000. The book value of the divested operations includes $10,300,000 of goodwill. Goodwill was allocated based on the relative fair value of the divested operations as compared to the relative fair value of the retained portion of the reporting unit.

On October 3, 2011, we consummated a transaction resulting in an exchange of assets. We acquired three aggregates facilities and a rail distribution yard. In return, we divested two aggregates facilities, one asphalt mix facility, one ready-mixed concrete facility and undeveloped real property, and paid $10,000,000 in cash (in escrow pending the exchange partner’s satisfaction of certain obligations). As this exchange was an exchange of businesses, we will account for the acquisitions and divestitures separately at fair value. Accordingly, as of September 30, 2011 the exchanged assets met the criteria for classification as held for sale.

Additionally, as of the second quarter of 2011, we determined that the sale of an aggregates facility and a ready-mixed concrete facility located outside the United States would not close within the next twelve months. Thus, these assets no longer meet the criteria for classification as held for sale. The property, plant & equipment of these foreign facilities was measured at the lower of fair value or carrying amount adjusted to recapture suspended depreciation.

The accompanying Condensed Consolidated Balance Sheets reflect our assets held for sale and liabilities of assets held for sale as of September 30, 2011 (exchange of assets), and as of December 31, 2010 and September 30, 2010 (facilities located outside the United States) as follows:

	September 30		December 31		September 30
in thousands	2011		2010		2010
Held for Sale
Current assets		$2,644		$3,460		$3,729
Property, plant & equipment, net		20,934		9,625		10,709
Other assets		3,305		122		144
Total assets held for sale		$26,883		$13,207		$14,582
Current liabilities		$0		$116		$460
Other liabilities		1,474		0		0
Total liabilities of assets held for sale		$1,474		$116		$460

During the third quarter of 2010, we acquired twelve ready-mixed concrete facilities for approximately $35,404,000 (total cash consideration). Our final purchase price allocation for this acquisition resulted in an immaterial revision to our September 30, 2010 balances for property, plant & equipment and other intangible assets as reflected in the accompanying Condensed Consolidated Balance Sheet.

During the first quarter of 2010, we sold three aggregates facilities for approximately $42,750,000 (total cash consideration) and recognized a pretax gain of $39,479,000.

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Benefit Plans

9 Months Ended

Sep. 30, 2011

Benefit Plans [Abstract]

BENEFIT PLANS

NOTE 10: BENEFIT PLANS

The following tables set forth the components of net periodic benefit cost:

PENSION BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$5,190			$4,805			$15,571			$14,413
Interest cost		10,595			10,405			31,787			31,216
Expected return on plan assets		(12,370	)		(12,530	)		(37,110	)		(37,591	)
Amortization of prior service cost		85			115			255			345
Amortization of actuarial loss		2,918			1,438			8,753			4,314
Net periodic pension benefit cost		$6,418			$4,233			$19,256			$12,697
Pretax reclassification from OCI included in net periodic pension benefit cost		$3,003			$1,553			$9,008			$4,659

OTHER POSTRETIREMENT BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$1,197			$1,066			$3,592			$3,199
Interest cost		1,613			1,663			4,838			4,988
Amortization of prior service credit		(169	)		(183	)		(506	)		(547	)
Amortization of actuarial loss		288			222			862			666
Net periodic postretirement benefit cost		$2,929			$2,768			$8,786			$8,306
Pretax reclassification from OCI included in net periodic postretirement benefit cost		$119			$39			$356			$119

The reclassifications from OCI noted in the tables above are related to amortization of prior service costs or credits and actuarial losses as shown in Note 8.

We contributed $72,500,000 in March 2010 ($18,636,000 in cash and $53,864,000 in stock — 1,190,000 shares valued at $45.26 per share) and an additional $1,300,000 in July 2010 to our qualified pension plans for the 2009 plan year. These contributions, along with the existing funding credits, should be sufficient to cover expected required contributions to the qualified plans through 2012.

As of December 31, 2008, our Master Pension Trust had assets invested at Westridge Capital Management, Inc. (WCM) with a reported fair value of $59,245,000. In February 2009, the New York District Court appointed a receiver over WCM due to allegations of fraud and other violations of federal commodities and securities laws by principals of a WCM affiliate. In light of these allegations, we reassessed the fair value of our investments at WCM and recorded a $48,018,000 write-down in the estimated fair value of these assets for the year ended December 31, 2008.

During 2010, the Master Pension Trust received $6,555,000 from the receiver over WCM as a partial distribution of assets, and received a $15,000,000 insurance settlement related to our WCM loss. In April 2011, the court-appointed receiver released an additional $22,041,000 to our Master Pension Trust.

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Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2011

Benefit Plans [Abstract]

Components of net periodic benefit cost

PENSION BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$5,190			$4,805			$15,571			$14,413
Interest cost		10,595			10,405			31,787			31,216
Expected return on plan assets		(12,370	)		(12,530	)		(37,110	)		(37,591	)
Amortization of prior service cost		85			115			255			345
Amortization of actuarial loss		2,918			1,438			8,753			4,314
Net periodic pension benefit cost		$6,418			$4,233			$19,256			$12,697
Pretax reclassification from OCI included in net periodic pension benefit cost		$3,003			$1,553			$9,008			$4,659

OTHER POSTRETIREMENT BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Components of Net Periodic Benefit Cost
Service cost		$1,197			$1,066			$3,592			$3,199
Interest cost		1,613			1,663			4,838			4,988
Amortization of prior service credit		(169	)		(183	)		(506	)		(547	)
Amortization of actuarial loss		288			222			862			666
Net periodic postretirement benefit cost		$2,929			$2,768			$8,786			$8,306
Pretax reclassification from OCI included in net periodic postretirement benefit cost		$119			$39			$356			$119

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Other Comprehensive Income (OCI)

9 Months Ended

Sep. 30, 2011

Shareholders' Equity [Abstract]

OTHER COMPREHENSIVE INCOME (OCI)

NOTE 8: OTHER COMPREHENSIVE INCOME (OCI)

Comprehensive income includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings and other comprehensive income. The components of other comprehensive income are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

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

	September 30			December 31			September 30
in thousands	2011			2010			2010
Accumulated Other Comprehensive Loss
Cash flow hedges		($32,785	)		($39,137	)		($41,521	)
Pension and postretirement plans		(132,158	)		(138,202	)		(142,308	)
Total		($164,943	)		($177,339	)		($183,829	)

Amounts reclassified from accumulated other comprehensive income (loss) to earnings, are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Reclassification Adjustment for Cash Flow Hedges
Interest expense		$1,499			$4,779			$10,131			$14,634
Benefit from income taxes		(599	)		(1,930	)		(3,778	)		(6,287	)
Total		$900			$2,849			$6,353			$8,347
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost
Cost of goods sold		$2,407			$1,193			$7,104			$3,569
Selling, administrative and general expenses		715			399			2,260			1,209
Benefit from income taxes		(1,237	)		(629	)		(3,321	)		(2,093	)
Total		$1,885			$963			$6,043			$2,685
Total reclassifications from AOCI to earnings		$2,785			$3,812			$12,396			$11,032

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Other Comprehensive Income (OCI) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Accumulated Other Comprehensive Loss
Cash flow hedges	$ (32,785)	$ (39,137)	$ (41,521)
Pension and postretirement plans	(132,158)	(138,202)	(142,308)
Accumulated other comprehensive loss	$ (164,943)	$ (177,339)	$ (183,829)	[1]

[1] As Restated, See Note 1

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Basis of Presentation

9 Months Ended

Sep. 30, 2011

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

NOTE 1: BASIS OF PRESENTATION

Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation’s largest producer of construction aggregates, primarily crushed stone, sand and gravel; a major producer of asphalt mix and ready-mixed concrete and a leading producer of cement in Florida.

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2011 presentation.

CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS

During 2010 we completed a comprehensive analysis of our deferred income tax balances and concluded that our deferred income tax liabilities were understated. The errors arose during 2008 and during periods prior to January 1, 2007, and are not material to previously issued financial statements. As a result, we did not amend previously filed financial statements but restated the December 31, 2009 balance sheet in our Annual Report on Form 10-K for the year ended December 31, 2010 and have restated the September 30, 2010 balance sheet presented in this Form 10-Q.

The errors that arose during 2008 related to the calculations of deferred income taxes referable to the Florida Rock acquisition and additional 2008 federal return adjustments. The correction of these errors resulted in a decrease to deferred income tax liabilities of $6,129,000, an increase to goodwill referable to our Aggregates segment of $2,321,000 and an increase in current taxes payable of $8,450,000 for the year ended December 31, 2008.

The errors that arose during periods prior to January 1, 2007 resulted in an understatement of deferred income tax liabilities of $14,785,000. Based on the work performed to confirm the current and deferred income tax provisions recorded during 2007, 2008 and 2009, and to determine the correct deferred income tax account balances as of January 1, 2007, we were able to substantiate that the $14,785,000 understatement related to periods prior to January 1, 2007. The correction of these errors resulted in an increase to deferred income tax liabilities and a corresponding decrease to retained earnings of $14,785,000 as of January 1, 2007.

A summary of the effects of the correction of the errors on our Condensed Consolidated Balance Sheet as of September 30, 2010, is presented in the table below:

	As of September 30, 2010
	As					As
in thousands	Reported		Correction			Restated
Assets
Current deferred income taxes		$66,718		($1,950	)		$64,768
Prepaid expenses		42,729		(8,450	)		34,279
Total current assets		932,144		(10,400	)		921,744
Goodwill		3,093,979		2,321			3,096,300
Total assets		$8,529,597		($8,079	)		$8,521,518
Liabilities
Noncurrent deferred income taxes		$849,925		$6,706			$856,631
Total liabilities		4,490,743		6,706			4,497,449
Equity
Retained earnings		1,606,754		(14,785	)		1,591,969
Total equity		4,038,854		(14,785	)		4,024,069
Total liabilities and equity		$8,529,597		($8,079	)		$8,521,518

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

INCOME TAXES

NOTE 4: INCOME TAXES

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

When application of the expected annual effective tax rate is not reliable and distorts the income tax provision for an interim period, we calculate the income tax provision or benefit using the year-to-date effective tax rate in accordance with Accounting Standards Codification (ASC) 740-270-30-18. This cut-off method results in an income tax provision or benefit based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis.

We recognize an income tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. We consider resolution for an issue to occur at the earlier of settlement of an examination, the expiration of the statute of limitations, or when the issue is effectively settled. Our income tax provision includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as we consider appropriate.

We record deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, tax planning actions and strategies, projected future taxable income and recent financial operating results. If our determination regarding the realizability of our deferred tax assets changes, we would then adjust the valuation allowance.

We recorded income tax benefits from continuing operations of $47,938,000 for the nine months ended September 30, 2011 compared to $61,491,000 for the nine months ended September 30, 2010. The 2011 decrease in our income tax benefit, after the effect of the pretax loss at the statutory rate, resulted largely from a decrease in permanent income tax benefits from charitable contributions and an increase in discrete income tax adjustments. We recorded an income tax provision from continuing operations of $29,833,000 in the third quarter of 2011 compared to an income tax benefit of $6,048,000 in the third quarter of 2010. The current quarter’s income tax provision is the amount required so that the year-to-date benefit reflects the expected annual effective tax rate.

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Basis of Presentation (Details) (USD $)	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010		Sep. 30, 2010 As Reported [Member]	Sep. 30, 2010 Correction [Member]	Dec. 31, 2008 Correction [Member]	Dec. 31, 2007 Correction [Member]
Assets
Current deferred income taxes	$ 47,833,000	$ 53,794,000	$ 64,768,000	[1]	$ 66,718,000	$ (1,950,000)
Prepaid expenses	27,074,000	19,374,000	34,279,000	[1]	42,729,000	(8,450,000)
Total current assets	1,002,066,000	772,106,000	921,744,000	[1]	932,144,000	(10,400,000)
Goodwill	3,086,716,000	3,097,016,000	3,096,300,000	[1]	3,093,979,000	2,321,000	2,321,000
Total assets	8,381,881,000	8,337,891,000	8,521,518,000	[1]	8,529,597,000	(8,079,000)
Liabilities
Noncurrent deferred income taxes	800,770,000	849,448,000	856,631,000	[1]	849,925,000	6,706,000		14,785,000
Total liabilities	4,505,782,000	4,372,911,000	4,497,449,000	[1]	4,490,743,000	6,706,000
Equity
Retained earnings	1,372,822,000	1,512,863,000	1,591,969,000	[1]	1,606,754,000	(14,785,000)		14,785,000
Total equity			4,024,069,000		4,038,854,000	(14,785,000)
Total liabilities and equity	$ 8,381,881,000	$ 8,337,891,000	$ 8,521,518,000	[1]	$ 8,529,597,000	$ (8,079,000)

[1] As Restated, See Note 1

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Other Comprehensive Income (OCI) (Tables)

9 Months Ended

Sep. 30, 2011

Shareholders' Equity [Abstract]

Accumulated other comprehensive income (loss)

	September 30			December 31			September 30
in thousands	2011			2010			2010
Accumulated Other Comprehensive Loss
Cash flow hedges		($32,785	)		($39,137	)		($41,521	)
Pension and postretirement plans		(132,158	)		(138,202	)		(142,308	)
Total		($164,943	)		($177,339	)		($183,829	)

Reclassification from other comprehensive income (loss) to earnings

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Reclassification Adjustment for Cash Flow Hedges
Interest expense		$1,499			$4,779			$10,131			$14,634
Benefit from income taxes		(599	)		(1,930	)		(3,778	)		(6,287	)
Total		$900			$2,849			$6,353			$8,347
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost
Cost of goods sold		$2,407			$1,193			$7,104			$3,569
Selling, administrative and general expenses		715			399			2,260			1,209
Benefit from income taxes		(1,237	)		(629	)		(3,321	)		(2,093	)
Total		$1,885			$963			$6,043			$2,685
Total reclassifications from AOCI to earnings		$2,785			$3,812			$12,396			$11,032

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Credit Facilities, Short-term Borrowings and Long-term Debt (Details Textual) (USD $)	1 Months Ended	6 Months Ended	9 Months Ended																		1 Months Ended				3 Months Ended				6 Months Ended							3 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010	Sep. 30, 2011 6.50% notes due 2016 [Member]	Jun. 30, 2011 6.50% notes due 2016 [Member]	Dec. 31, 2010 6.50% notes due 2016 [Member]	Sep. 30, 2010 6.50% notes due 2016 [Member]	Sep. 30, 2011 7.50% notes due 2021 [Member]	Jun. 30, 2011 7.50% notes due 2021 [Member]	Dec. 31, 2010 7.50% notes due 2021 [Member]	Sep. 30, 2010 7.50% notes due 2021 [Member]	Jul. 07, 2010 Floating-rate term loan due 2015 [Member]	Sep. 30, 2011 10.125% notes due 2015 [Member]	Dec. 31, 2010 10.125% notes due 2015 [Member]	Sep. 30, 2010 10.125% notes due 2015 [Member]	Sep. 30, 2011 10.375% notes due 2018 [Member]	Dec. 31, 2010 10.375% notes due 2018 [Member]	Sep. 30, 2010 10.375% notes due 2018 [Member]	Jul. 31, 2010 Floating-rate term loan due in 2011 [Member]	Sep. 30, 2011 7.00% notes due 2018 [Member]	Dec. 31, 2010 7.00% notes due 2018 [Member]	Sep. 30, 2010 7.00% notes due 2018 [Member]	Jun. 30, 2011 5.60% notes due 2012 [Member]	Sep. 30, 2011 5.60% notes due 2012 [Member]	Dec. 31, 2010 5.60% notes due 2012 [Member]	Sep. 30, 2010 5.60% notes due 2012 [Member]	Jun. 30, 2011 5.60% notes due 2012 [Member] 6.30% notes due 2013 [Member]	Sep. 30, 2011 6.40% notes due 2017 [Member]	Dec. 31, 2010 6.40% notes due 2017 [Member]	Sep. 30, 2010 6.40% notes due 2017 [Member]	Sep. 30, 2011 7.15% notes due 2037 [Member]	Dec. 31, 2010 7.15% notes due 2037 [Member]	Sep. 30, 2010 7.15% notes due 2037 [Member]	Jun. 30, 2011 6.30% notes due 2013 [Member]	Sep. 30, 2011 6.30% notes due 2013 [Member]	Dec. 31, 2010 6.30% notes due 2013 [Member]	Sep. 30, 2010 6.30% notes due 2013 [Member]
Credit Facilities, Short-term Borrowings and Long-term Debt (Textuals)
Decrease in unamortized discounts															$ 355,000	$ 403,000	$ 418,000	$ 1,509,000	$ 1,609,000	$ 1,640,000		$ 316,000	$ 342,000	$ 351,000		$ 61,000	$ 227,000	$ 254,000		$ 135,000	$ 148,000	$ 152,000	$ 644,000	$ 676,000	$ 678,000		$ 107,000	$ 271,000	$ 296,000
Increase in unamortized deferred gain realized						19,072,000									3,995,000
Effective interest rate						6.01%				7.74%					9.59%	9.59%	9.59%	10.58%	10.58%	10.58%		7.87%	7.87%	7.87%		6.57%	6.57%	6.57%		7.41%	7.41%	7.41%	8.06%	8.06%	8.06%		7.48%	7.48%	7.48%
Coupon rate of notes						6.50%	6.50%	6.50%	6.50%	7.50%	7.50%	7.50%	7.50%		10.125%	10.125%	10.125%	10.375%	10.375%	10.375%		7.00%	7.00%	7.00%	5.60%	5.60%	5.60%	5.60%		6.40%	6.40%	6.40%	7.15%	7.15%	7.15%	6.30%	6.30%	6.30%	6.30%
Long-term notes face amount	1,100,000,000	1,100,000,000					500,000,000				600,000,000			450,000,000															274,999,000
Purchase of long term notes																									165,443,000											109,556,000
Total consideration paid for debt																													294,533,000
Premium paid for purchase of debt																													19,534,000
Amount of outstanding balance of loan repaid																					100,000,000
Outstanding amount under revolving credit facility repaid	275,000,000
Recognition of unamortized deferred financing costs		2,423,000
Expenses related to partial termination of debt	4,711,000
Combined expense			$ 24,245,000
Maximum total debt as a percentage of total capital			65.00%
Total debt as a percentage of total capital			42.10%	40.70%	40.70%

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Asset Retirement Obligations (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
ARO Operating Costs
Accretion	$ 1,894	$ 2,081	$ 6,189	$ 6,525
Depreciation	1,947	3,050	5,342	9,390
Total	3,841	5,131	11,531	15,915
Asset Retirement Obligations
Balance at beginning of period	160,733	162,168	162,730	167,757
Liabilities incurred	1,456	1,016	1,734	2,457
Liabilities settled	(6,238)	(4,762)	(12,202)	(8,879)
Accretion expense	1,894	2,081	6,189	6,525
Revisions up (down)	139	(288)	(467)	(7,645)
Balance at end of period	$ 157,984	$ 160,215	$ 157,984	$ 160,215

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Fair Value Measurements (Details Textual) (USD $) In Thousands	12 Months Ended
	Dec. 31, 2010
Fair Value Measurements (Textuals)
Loss on impairment of long-lived assets	$ 3,936

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New Accounting Standards (Details)	9 Months Ended
	Sep. 30, 2011
New Accounting Standards (Textuals)
Basis of determining impairment test	a likelihood of more than 50%

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Medium-Term Investments

9 Months Ended

Sep. 30, 2011

Medium-Term Investments [Abstract]

MEDIUM-TERM INVESTMENTS

NOTE 5: MEDIUM-TERM INVESTMENTS

We held investments in money market and other money funds at The Reserve, an investment management company specializing in such funds, as follows: September 30, 2011 — $0, December 31, 2010 — $5,531,000 and September 30, 2010 — $5,531,000. The substantial majority of our investment was held in the Reserve International Liquidity Fund, Ltd. On September 15, 2008, Lehman Brothers Holdings Inc. filed for bankruptcy protection. In the following days, The Reserve announced that it was closing all of its money funds, some of which owned Lehman Brothers securities, and was suspending redemptions from and purchases of its funds, including the Reserve International Liquidity Fund.

As a result of the temporary suspension of redemptions and the uncertainty as to the timing of such redemptions, during 2008 we changed the classification of our investments in The Reserve funds from cash and cash equivalents to medium-term investments. We reduced the carrying value of our investment to its estimated fair value of $3,630,000 and $3,910,000 as of December 31, 2010 and September 30, 2010, respectively. See Note 7 for further discussion of the fair value determination.

During January 2011, we received $3,630,000 from the Reserve representing the final redemption of the investment. As a result of this redemption, we reclassified our investments in The Reserve funds from medium-term investments to cash and cash equivalents as of December 31, 2010.

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Discontinued Operations (Details) (USD $)	1 Months Ended		3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2011	Feb. 28, 2011	Sep. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2007
Discontinued Operations
Pretax earnings (loss) from results			$ (4,068,000)		$ 4,425,000		$ (481,000)	$ 3,565,000
Gain on disposal, net of transaction bonus			0		0		11,056,000	7,912,000
Income tax (provision) benefit			1,615,000		(1,770,000)		(4,176,000)	(4,572,000)
Earnings (loss) on discontinued operations, net of tax			(2,453,000)		2,655,000		6,399,000	6,905,000
Discontinued Operations (Textuals)
Cumulative cash receipts received under ECU earn-out									150,000,000
Payments received under 5CP earn-out				12,284,000		8,794,000
Total payments received under the 5CP earn-out							54,991,000
Excess cash received under 5CP earn-out							21,890,000
Cash transaction bonus payable							1,228,000	882,000
Pretax earnings (loss) from results			(4,068,000)		4,425,000		(481,000)	3,565,000
Pretax gains from discontinued operations related to insurance settlements	24,111,000	25,546,000		7,500,000				7,600,000
Sales revenue from discontinued operations							$ 0	$ 0

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Earnings Per Share (EPS) (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share (EPS) [Abstract]

Weighted-average common shares outstanding

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Weighted-average common shares
outstanding		129,493		128,602		129,341		127,840
Dilutive effect of
Stock options/SOSARs		35		58		0		0
Other stock compensation plans		240		250		0		0
Weighted-average common shares
outstanding, assuming dilution		129,768		128,910		129,341		127,840

Antidilutive common stock equivalents

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
Antidilutive common stock equivalents		5,871		6,225		5,871		4,905

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Supplemental Cash Flow Information (Details) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)	$ 102,260	$ 101,917
Income taxes	(31,127)	3,897
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	6,511	4,674
Stock issued for pension contribution (Note 9)	0	53,864
Amounts referable to business acquisition (Note 14)
Liabilities assumed	13,774	150
Fair value of equity consideration	$ 18,529	$ 0

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Acquisitions and Divestitures (Details) (USD $)	0 Months Ended	3 Months Ended					9 Months Ended
	Oct. 03, 2011 facility segment	Sep. 30, 2011 facility segment	Mar. 31, 2011 facility Year	Sep. 30, 2010 facility		Mar. 31, 2010 facility	Sep. 30, 2011	Dec. 31, 2010
Held for Sale
Current assets		$ 2,644,000		$ 3,729,000			$ 2,644,000	$ 3,460,000
Property, plant & equipment, net		20,934,000		10,709,000			20,934,000	9,625,000
Other assets		3,305,000		144,000			3,305,000	122,000
Total assets held for sale		26,883,000		14,582,000	[1]		26,883,000	13,207,000
Current liabilities		0		460,000			0	116,000
Other liabilities		1,474,000		0			1,474,000	0
Total liabilities of assets held for sale		1,474,000		460,000	[1]		1,474,000	116,000
Acquisitions and Divestitures (Textuals)
Number of ready-mixed concrete facilities acquired			10	12
Number of shares of common stock valued at the closing date			432,407
Closing date price			$ 42.85
Total consideration net of cash acquired			18,529,000	35,404,000
Number of shares issued to seller			368,527
Number of shares retained to fulfill certain working capital adjustments and indemnification obligations			63,880
Amortizable intangible assets recognized			6,419,000
Estimated weighted-average period intangible assets are to be amortized			20
Number of aggregates facilities sold		4				3
Cash proceeds from divestiture		61,774,000				42,750,000
Gain recognized on divested assets		39,659,000				39,479,000
Goodwill included in book value of assets		10,300,000					10,300,000
Number of aggregates facilities acquired	3
Cash paid for acquiring facilities	$ 10,000,000
Number of aggregates facilities divested	2
Number of asphalt mix facilities divested	1
Number of ready-mixed concrete facilities divested	1

[1] As Restated, See Note 1

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Credit Facilities, Short-term Borrowings and Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2011

Credit Facilities, Short-term Borrowings and Long-term Debt [Abstract]

Short-term borrowings

	September 30		December 31			September 30
dollars in thousands	2011		2010			2010
Short-term Borrowings
Bank borrowings		$0		$285,500			$0
Total		$0		$285,500			$0
Bank Borrowings
Maturity		n/a	3 - 74 days				n/a
Weighted-average interest rate		n/a		0.59	%		n/a

Long-term debt

	September 30		December 31		September 30
in thousands	2011		2010		2010
Long-term Debt
Floating-rate notes due 2010		$0		$0		$325,000
5.60% notes due 2012 1		134,496		299,773		299,746
6.30% notes due 2013 2		140,337		249,729		249,704
Floating-rate term loan due 2015		0		450,000		450,000
10.125% notes due 2015 3		153,640		149,597		149,582
6.50% notes due 2016 4		519,072		0		0
6.40% notes due 2017 5		349,865		349,852		349,848
7.00% notes due 2018 6		399,684		399,658		399,649
10.375% notes due 2018 7		248,491		248,391		248,360
7.50% notes due 2021 8		600,000		0		0
7.15% notes due 2037 9		239,544		249,324		249,322
Medium-term notes		21,000		21,000		21,000
Industrial revenue bonds		14,000		14,000		14,000
Other notes		1,309		1,438		1,559
Total		$2,821,438		$2,432,762		$2,757,770
Less current maturities of long-term debt		5,215		5,246		325,249
Total long-term debt		$2,816,223		$2,427,516		$2,432,521
Estimated fair value of total long-term debt		$2,649,207		$2,559,059		$2,689,770

1	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $61 thousand, December 31, 2010 - $227 thousand and September 30, 2010 - $254 thousand. The effective interest rate for these notes is 6.57%.
2	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $107 thousand, December 31, 2010 - $271 thousand and September 30, 2010 - $296 thousand. The effective interest rate for these notes is 7.48%.
3	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $3,995 thousand. Additionally, includes decreases for unamortized discounts, as follows: September 30, 2011 - $355 thousand, December 31, 2010 - $403 thousand and September 30, 2010 - $418 thousand. The effective interest rate for these notes is 9.59%.
4	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $19,072 thousand. The effective interest rate for these notes is 6.01%.
5	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $135 thousand, December 31, 2010 - $148 thousand and September 30, 2010 - $152 thousand. The effective interest rate for these notes is 7.41%.
6	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $316 thousand, December 31, 2010 - $342 thousand and September 30, 2010 - $351 thousand. The effective interest rate for these notes is 7.87%.
7	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $1,509 thousand, December 31, 2010 - $1,609 thousand and September 30, 2010 - $1,640 thousand. The effective interest rate for these notes is 10.58%.
8	The effective interest rate for these notes is 7.74%.
9	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $644 thousand, December 31, 2010 - $676 thousand and September 30, 2010 - $678 thousand. The effective interest rate for these notes is 8.06%.

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Basis of Presentation (Details Textual) (USD $)	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010		Sep. 30, 2010 Correction [Member]	Dec. 31, 2008 Correction [Member]	Dec. 31, 2007 Correction [Member]
Basis of Presentation (Textuals)
Decrease to deferred income tax liabilities						$ 6,129,000
Goodwill	3,086,716,000	3,097,016,000	3,096,300,000	[1]	2,321,000	2,321,000
Increase in current taxes payable						8,450,000
Deferred income tax liabilities	800,770,000	849,448,000	856,631,000	[1]	6,706,000		14,785,000
Retained earnings	$ 1,372,822,000	$ 1,512,863,000	$ 1,591,969,000	[1]	$ (14,785,000)		$ 14,785,000

[1] As Restated, See Note 1

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair value measurement of assets and liabilities on a recurring basis

	Level 1
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Rabbi Trust
Mutual funds		$12,816		$13,960		$13,146
Equities		5,746		9,336		7,456
Total assets		$18,562		$23,296		$20,602

	Level 2
	September 30		December 31		September 30
in thousands	2011		2010		2010
Fair Value Recurring
Medium-term investments		$0		$0		$3,910
Interest rate swaps		0		0		(3,044	)
Rabbi Trust
Common/collective trust funds		1,965		2,431		2,361
Net asset		$1,965		$2,431		$3,227

Fair value measurement of assets on a nonrecurring basis

	As of December 31, 2010
			Impairment
in thousands	Level 3		Charges
Fair Value Nonrecurring
Property, plant & equipment		$1,536		$2,500
Assets held for sale		9,625		1,436
Totals		$11,161		$3,936

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Standby Letters of Credit

9 Months Ended

Sep. 30, 2011

Standby Letters of Credit [Abstract]

STANDBY LETTERS OF CREDIT

NOTE 13: STANDBY LETTERS OF CREDIT

We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use commercial banks to issue such letters of credit to back our obligations to pay or perform when required to do so according to the requirements of an underlying agreement. The standby letters of credit listed below are cancelable only at the option of the beneficiaries who are authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms.

Our standby letters of credit as of September 30, 2011 are summarized in the table below:

	September 30
in thousands	2011
Standby Letters of Credit
Risk management requirement for insurance claims		$41,083
Payment surety required by utilities		133
Contractual reclamation/restoration requirements		8,482
Financial requirement for industrial revenue bond		14,230
Total		$63,928

Since banks consider standby letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are canceled. Substantially all of our standby letters of credit have a one-year term and are automatically renewed unless cancelled with the approval of the beneficiary. Of the total $63,928,000 outstanding standby letters of credit as of September 30, 2011, $60,896,000 is backed by our $1,500,000,000 bank credit facility which expires November 16, 2012.

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Credit Facilities, Short-term Borrowings and Long-term Debt (Details) (USD $) In Thousands, unless otherwise specified					12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010		Dec. 31, 2010 Bank Borrowings [Member]
Short-term Borrowings
Bank borrowings	$ 0	$ 285,500	$ 0
Total	$ 0	$ 285,500	$ 0	[1]
Maturity					3 - 74 days
Weighted-average interest rate					0.59%

[1] As Restated, See Note 1

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Standby Letters of Credit (Details) (USD $)	9 Months Ended
	Sep. 30, 2011
Standby Letters of Credit
Risk management requirement for insurance claims	$ 41,083,000
Payment surety required by utilities	133,000
Contractual reclamation/restoration requirements	8,482,000
Financial requirement for industrial revenue bond	14,230,000
Total	63,928,000
Standby Letters of Credit (Textuals)
Total outstanding standby letters of credit	63,928,000
Amount backed by bank credit facility	60,896,000
Amount of facility	$ 1,500,000,000
Period of letters of credit	1 year

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Derivative Instruments

9 Months Ended

Sep. 30, 2011

Derivative Instruments [Abstract]

DERIVATIVE INSTRUMENTS

NOTE 6: DERIVATIVE INSTRUMENTS

During the normal course of operations, we are exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and commodity pricing. From time to time, and consistent with our risk management policies, we use derivative instruments to hedge against these market risks. We do not utilize derivative instruments for trading or other speculative purposes.

The accounting for gains and losses that result from changes in the fair value of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationship. The interest rate swap agreements described below were designated as either fair value hedges or cash flow hedges. The changes in fair value of our interest rate swap fair value hedges are recorded as interest expense consistent with the change in the fair value of the hedged items attributable to the risk being hedged. The changes in fair value of our interest rate swap cash flow hedges are recorded in accumulated other comprehensive income AOCI and are reclassified into interest expense in the same period the hedged items affect earnings.

Derivative instruments are recognized at fair value in the accompanying Condensed Consolidated Balance Sheets. Fair values of derivative instruments designated as hedging instruments are as follows:

		Fair Value 1
		September 30		December 31		September 30
in thousands	Balance Sheet Location	2011		2010		2010
Liabilities
Interest rate swaps	Other current liabilities		$0		$0		$3,044
Total hedging instrument liabilities			$0		$0		$3,044

 ¹ See Note 7 for further discussion of the fair value determination.

We use interest rate swap agreements designated as cash flow hedges to minimize the variability in cash flows of liabilities or forecasted transactions caused by fluctuations in interest rates. In December 2007, we issued $325,000,000 of floating-rate notes due in 2010 that bore interest at 3-month London Interbank Offered Rate (LIBOR) plus 1.25% per annum. Concurrently, we entered into a 3-year interest rate swap agreement in the stated amount of $325,000,000. Under this agreement, we paid a fixed interest rate of 5.25% and received 3-month LIBOR plus 1.25% per annum. Concurrent with each quarterly interest payment, the portion of this swap related to that interest payment was settled and the associated realized gain or loss was recognized. This swap agreement terminated December 15, 2010, coinciding with the maturity of the notes due in 2010.

Additionally, during 2007, we entered into fifteen forward starting interest rate swap agreements for a total stated amount of $1,500,000,000. Upon the 2007 and 2008 issuances of the related fixed-rate debt, we terminated and settled these forward starting swaps for cash payments of $89,777,000. Amounts accumulated in other comprehensive income (OCI) are being amortized to interest expense over the term of the related debt. For the 12-month period ending September 30, 2012, we estimate that $6,362,000 of the pretax loss accumulated in OCI will be reclassified to earnings.

The effects of changes in the fair values of derivatives designated as cash flow hedges on the accompanying Condensed Consolidated Statements of Comprehensive Income are as follows:

		Three Months Ended						Nine Months Ended
	Location on	September 30						September 30
in thousands	Statement	2011			2010			2011			2010
Cash Flow Hedges
Loss recognized in OCI (effective portion)	OCI		$0			($307	)		$0			($881	)
Loss reclassified from AOCI	Interest
(effective portion)	expense		(1,519	)		(4,799	)		(10,191	)		(14,695	)

We use interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value of fixed-rate debt that results from fluctuations in the benchmark interest rates for such debt. In June 2011, we issued $500,000,000 of 6.50% fixed-rate notes due in 2016. Concurrently, we entered into interest rate swap agreements in the stated amount of $500,000,000. Under these agreements, we paid 6-month LIBOR plus a spread of 4.05% and received a fixed interest rate of 6.50%. Additionally, in June 2011, we entered into interest rate swap agreements on our $150,000,000 of 10.125% fixed-rate notes due in 2015. Under these agreements, we paid 6-month LIBOR plus a spread of 8.03% and received a fixed interest rate of 10.125%. In August 2011, we terminated and settled these interest rate swap agreements for $25,382,000 of cash proceeds. The $23,387,000 forward component of the settlement (cash proceeds less $1,995,000 of accrued interest) was added to the carrying value of the related debt and is being amortized as a reduction to interest expense over the remaining lives of the related debt using the effective interest method. During the three and nine months ended September 30, 2011, $320,000 was amortized to earnings as a reduction to interest expense.

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New Accounting Standards

9 Months Ended

Sep. 30, 2011

New Accounting Standards [Abstract]

NEW ACCOUNTING STANDARDS

NOTE 16: NEW ACCOUNTING STANDARDS

ACCOUNTING STANDARDS RECENTLY ADOPTED

ENHANCED DISCLOSURES FOR FAIR VALUE MEASUREMENTS As of and for the interim period ended March 31, 2011, we adopted Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” as it relates to separate disclosures about purchases, sales, issuances and settlements applicable to Level 3 measurements. Our adoption of this standard had no impact on our financial position, results of operations or liquidity.

PRESENTATION OF OTHER COMPREHENSIVE INCOME As of and for the interim period ended June 30, 2011, we early adopted ASU No. 2011-05, “Presentation of Comprehensive Income.” This standard eliminates the option to present components of other comprehensive income (OCI) as part of the statement of shareholders’ equity. The amendments in this standard require that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Our Condensed Consolidated Statements of Comprehensive Income conform to the presentation requirements of this standard.

ACCOUNTING STANDARD RECENTLY ISSUED

AMENDMENTS TO FAIR VALUE MEASUREMENT REQUIREMENTS In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in the ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

AMENDMENTS ON GOODWILL IMPAIRMENT TESTING In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment” which amends the goodwill impairment testing guidance in ASC 350-20, “Goodwill.” Under the amended guidance, an entity has the option of performing a qualitative assessment when testing goodwill for impairment. The two-step impairment test would only be required if, on the basis of the qualitative factors, an entity determines that the fair value of the reporting unit is more likely than not (a likelihood of more than 50%) less than the carrying amount. Additionally, this ASU revises the examples of events and circumstances that an entity should consider when determining if an interim goodwill impairment test is required. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We will adopt this standard as of and for the interim period ending March 31, 2012. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

ENHANCED DISCLOSURE REQUIREMENTS ON MULTIEMPLOYER BENEFIT PLANS In September 2011, the FASB issued ASU No. 2011-09, “Disclosures About an Employer’s Participation in a Multiemployer Plan” which increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer plans that offer pension and other postretirement benefits. The ASU’s objective is to enhance the transparency of disclosures about (1) the significant multiemployer plans in which an employer participates, (2) the level of the employer’s participation in those plans, (3) the financial health of the plans and (4) the nature of the employer’s commitments to the plans. This ASU is effective for annual periods ending after December 15, 2011. We will adopt this standard as of and for our annual period ending December 31, 2011.

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Segment Reporting (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011 facility segment	Sep. 30, 2010	Sep. 30, 2011 complaint arbitration party segment	Sep. 30, 2010
Total Revenues
Net sales	$ 714,947,000	$ 699,792,000	$ 1,828,720,000	$ 1,857,085,000
Delivery revenues	45,805,000	43,412,000	121,203,000	115,534,000
Total revenues	760,752,000	743,204,000	1,949,923,000	1,972,619,000
Gross Profit
Gross profit	115,780,000	126,747,000	209,514,000	249,976,000
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	90,948,000	97,697,000	273,671,000	289,174,000
Segment Reporting (Textuals)
Number of operating segments	4		4
Aggregates [Member]
Total Revenues
Segment revenues	514,700,000	514,300,000	1,324,800,000	1,369,500,000
Intersegment sales	(42,400,000)	(44,800,000)	(111,800,000)	(119,200,000)
Net sales	472,300,000	469,500,000	1,213,000,000	1,250,300,000
Gross Profit
Gross profit	113,400,000	125,200,000	227,000,000	262,500,000
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	70,300,000	74,500,000	211,500,000	222,600,000
Concrete [Member]
Total Revenues
Segment revenues	101,400,000	105,100,000	281,800,000	293,000,000
Intersegment sales	0	0	0	0
Net sales	101,400,000	105,100,000	281,800,000	293,000,000
Gross Profit
Gross profit	(8,900,000)	(10,100,000)	(32,300,000)	(31,700,000)
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	13,100,000	13,600,000	39,300,000	40,100,000
Asphalt Mix [Member]
Total Revenues
Segment revenues	128,900,000	115,800,000	304,400,000	282,300,000
Intersegment sales	0	0	0	0
Net sales	128,900,000	115,800,000	304,400,000	282,300,000
Gross Profit
Gross profit	12,300,000	13,400,000	20,400,000	21,800,000
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	1,900,000	2,200,000	5,900,000	6,700,000
Cement [Member]
Total Revenues
Segment revenues	19,100,000	20,300,000	52,500,000	61,200,000
Intersegment sales	(6,700,000)	(10,900,000)	(23,000,000)	(29,700,000)
Net sales	12,400,000	9,400,000	29,500,000	31,500,000
Gross Profit
Gross profit	(1,000,000)	(1,800,000)	(5,600,000)	(2,600,000)
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	4,500,000	5,800,000	13,600,000	15,300,000
Corporate and other unallocated [Member]
Depreciation, Depletion, Accretion and Amortization
Depreciation, depletion, accretion and amortization	$ 1,100,000	$ 1,600,000	$ 3,400,000	$ 4,500,000

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Goodwill (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Changes in the carrying amount of goodwill by reportable segment
Goodwill, gross carrying amount, beginning balance		$ 3,349,680,000
Goodwill of divested businesses	(10,300,000)	(10,300,000)
Goodwill, gross carrying amount, ending balance	3,339,380,000	3,339,380,000
Goodwill, accumulated impairment losses, beginning balance		(252,664,000)
Goodwill impairment loss		0
Goodwill, accumulated impairment losses, ending balance	(252,664,000)	(252,664,000)
Goodwill, net of accumulated impairment losses, beginning balance		3,097,016,000		3,096,300,000	[1]
Goodwill, net of accumulated impairment losses, ending balance	3,086,716,000	3,086,716,000		3,096,300,000	[1]
Goodwill (Textuals)
Maximum total debt as a percentage of total capital	65.00%	65.00%
Total debt as a percentage of total capital	42.10%	42.10%	40.70%	40.70%
Aggregates [Member]
Changes in the carrying amount of goodwill by reportable segment
Goodwill, gross carrying amount, beginning balance		3,005,383,000
Goodwill of divested businesses		(10,300,000)
Goodwill, gross carrying amount, ending balance	2,995,083,000	2,995,083,000
Goodwill, accumulated impairment losses, beginning balance		0
Goodwill impairment loss		0
Goodwill, accumulated impairment losses, ending balance	0	0
Goodwill, net of accumulated impairment losses, beginning balance		3,005,383,000
Goodwill, net of accumulated impairment losses, ending balance	2,995,083,000	2,995,083,000
Concrete [Member]
Changes in the carrying amount of goodwill by reportable segment
Goodwill, gross carrying amount, beginning balance		0
Goodwill of divested businesses		0
Goodwill, gross carrying amount, ending balance	0	0
Goodwill, accumulated impairment losses, beginning balance		0
Goodwill impairment loss		0
Goodwill, accumulated impairment losses, ending balance	0	0
Goodwill, net of accumulated impairment losses, beginning balance		0
Goodwill, net of accumulated impairment losses, ending balance	0	0
Asphalt Mix [Member]
Changes in the carrying amount of goodwill by reportable segment
Goodwill, gross carrying amount, beginning balance		91,633,000
Goodwill of divested businesses		0
Goodwill, gross carrying amount, ending balance	91,633,000	91,633,000
Goodwill, accumulated impairment losses, beginning balance		0
Goodwill impairment loss		0
Goodwill, accumulated impairment losses, ending balance	0	0
Goodwill, net of accumulated impairment losses, beginning balance		91,633,000
Goodwill, net of accumulated impairment losses, ending balance	91,633,000	91,633,000
Cement [Member]
Changes in the carrying amount of goodwill by reportable segment
Goodwill, gross carrying amount, beginning balance		252,664,000
Goodwill of divested businesses		0
Goodwill, gross carrying amount, ending balance	252,664,000	252,664,000
Goodwill, accumulated impairment losses, beginning balance		(252,664,000)
Goodwill impairment loss		0
Goodwill, accumulated impairment losses, ending balance	(252,664,000)	(252,664,000)
Goodwill, net of accumulated impairment losses, beginning balance		0
Goodwill, net of accumulated impairment losses, ending balance	$ 0	$ 0

[1] As Restated, See Note 1

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Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2011

Supplemental Cash Flow Information [Abstract]

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows

	Nine Months Ended
	September 30
in thousands	2011			2010
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)		$102,260			$101,917
Income taxes		(31,127	)		3,897
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment		6,511			4,674
Stock issued for pension contribution (Note 9)		0			53,864
Amounts referable to business acquisition (Note 14)
Liabilities assumed		13,774			150
Fair value of equity consideration		18,529			0

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Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2011

Derivative Instruments [Abstract]

Fair values of derivative instruments designated as hedging instruments

		Fair Value 1
		September 30		December 31		September 30
in thousands	Balance Sheet Location	2011		2010		2010
Liabilities
Interest rate swaps	Other current liabilities		$0		$0		$3,044
Total hedging instrument liabilities			$0		$0		$3,044

Effects of changes in the fair values of derivatives designated as cash flow hedges on the accompanying Condensed Consolidated Statements of Comprehensive Income

		Three Months Ended						Nine Months Ended
	Location on	September 30						September 30
in thousands	Statement	2011			2010			2011			2010
Cash Flow Hedges
Loss recognized in OCI (effective portion)	OCI		$0			($307	)		$0			($881	)
Loss reclassified from AOCI	Interest
(effective portion)	expense		(1,519	)		(4,799	)		(10,191	)		(14,695	)

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Operating Activities
Net loss	$ (42,913)	$ (49,493)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	273,671	289,174
Net gain on sale of property, plant & equipment and businesses	(55,886)	(59,004)
Contributions to pension plans	(3,762)	(23,400)
Share-based compensation	12,991	15,198
Deferred tax provision	(58,569)	(51,060)
Changes in assets and liabilities before initial effects of business acquisitions and dispositions	(31,858)	(6,647)
Cost of debt purchase	19,153	0
Other, net	8,899	13,059
Net cash provided by operating activities	121,726	127,827
Investing Activities
Purchases of property, plant & equipment	(77,332)	(62,104)
Proceeds from sale of property, plant & equipment	11,730	4,008
Proceeds from sale of businesses, net of transaction costs	72,830	50,954
Payment for businesses acquired, net of acquired cash	0	(35,404)
Decrease (increase) in restricted cash	466	(531)
Other, net	1,218	894
Net cash provided by (used for) investing activities	8,912	(42,183)
Financing Activities
Net short-term payments	(285,500)	(236,512)
Payment of current maturities and long-term debt	(737,952)	(193,994)
Proceeds from issuance of long-term debt	1,100,000	450,000
Debt issuance costs	(17,904)	(3,058)
Proceeds from settlement of interest rate swap agreements	23,387	0
Proceeds from issuance of common stock	4,936	41,734
Dividends paid	(96,878)	(95,696)
Proceeds from exercise of stock options	3,232	12,597
Cost of debt purchase	(19,153)	0
Other, net	32	(484)
Net cash used for financing activities	(25,800)	(25,413)
Net increase in cash and cash equivalents	104,838	60,231
Cash and cash equivalents at beginning of year	47,541	22,265
Cash and cash equivalents at end of period	$ 152,379	$ 82,496	[1]

[1] As Restated, See Note 1

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Segment Reporting

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 17: SEGMENT REPORTING

We have four operating segments organized around our principal product lines: aggregates, concrete, asphalt mix and cement. The vast majority of our activities are domestic. We sell a relatively small amount of products outside the United States. Transactions between our reportable segments are recorded at prices approximating market levels. Management reviews earnings from the product line reporting units principally at the gross profit level.

SEGMENT FINANCIAL DISCLOSURE

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2011			2010			2011			2010
Total Revenues
Aggregates 1
Segment revenues		$514.7			$514.3			$1,324.8			$1,369.5
Intersegment sales		(42.4	)		(44.8	)		(111.8	)		(119.2	)
Net sales		472.3			469.5			1,213.0			1,250.3
Concrete 2
Segment revenues		101.4			105.1			281.8			293.0
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		101.4			105.1			281.8			293.0
Asphalt Mix
Segment revenues		128.9			115.8			304.4			282.3
Intersegment sales		0.0			0.0			0.0			0.0
Net sales		128.9			115.8			304.4			282.3
Cement 3
Segment revenues		19.1			20.3			52.5			61.2
Intersegment sales		(6.7	)		(10.9	)		(23.0	)		(29.7	)
Net sales		12.4			9.4			29.5			31.5
Total
Net sales		715.0			699.8			1,828.7			1,857.1
Delivery revenues		45.8			43.4			121.2			115.5
Total revenues		$760.8			$743.2			$1,949.9			$1,972.6
Gross Profit
Aggregates		$113.4			$125.2			$227.0			$262.5
Concrete		(8.9	)		(10.1	)		(32.3	)		(31.7	)
Asphalt Mix		12.3			13.4			20.4			21.8
Cement		(1.0	)		(1.8	)		(5.6	)		(2.6	)
Total		$115.8			$126.7			$209.5			$250.0
Depreciation, Depletion,
Accretion and Amortization
Aggregates		$70.3			$74.5			$211.5			$222.6
Concrete		13.1			13.6			39.3			40.1
Asphalt Mix		1.9			2.2			5.9			6.7
Cement		4.5			5.8			13.6			15.3
Corporate and other unallocated		1.1			1.6			3.4			4.5
Total		$90.9			$97.7			$273.7			$289.2

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as transportation and service revenues associated with the aggregates business.
2	Includes ready-mixed concrete, concrete block, precast concrete, as well as building materials purchased for resale.
3	Includes cement and calcium products.

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Income Taxes (Textuals)
Accounting Standards Codification Topic 740 - Income Taxes recognition threshold for uncertain tax positions			50.00%	50.00%
Provision (benefit) for income tax from continuing operations	$ 29,833	$ (6,048)	$ (47,938)	$ (61,491)

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 19: COMMITMENTS AND CONTINGENCIES

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are more specifically described below. At this time, we cannot determine the likelihood or reasonably estimate a range of loss pertaining to these matters.

PERCHLOROETHYLENE CASES

We are a defendant in cases involving perchloroethylene (perc), which was a product manufactured by our former Chemicals business. Perc is a cleaning solvent used in dry cleaning and other industrial applications. These cases involve various allegations of groundwater contamination or exposure to perc allegedly resulting in personal injury. Vulcan is vigorously defending all of these cases, which are listed below:

■ CALIFORNIA WATER SERVICE COMPANY — On June 6, 2008, we were served in an action styled California Water Service Company v. Dow, et al., now pending in the San Mateo County Superior Court, California. According to the complaint, California Water Service Company “owns and/or operates public drinking water systems, and supplies drinking water to hundreds of thousands of residents and businesses throughout California.” The complaint alleges that water wells in a number of communities have been contaminated with perc. The plaintiff is seeking compensatory damages and punitive damages. As a result of the discovery to date, which has focused principally on issues such as legal injury (as defined by the maximum contaminant level for perc) and the statute of limitations, the number of wells at issue has been reduced from 244 to 14. Recently, plaintiffs identified 63 dry cleaners that allegedly used perc in the vicinity of the 14 wells at issue, and discovery has commenced on those dry cleaners. At this time, plaintiffs have not established that our perc was used at any specific dry cleaner or that we are liable for any alleged contamination of a specific well.

■ CITY OF SUNNYVALE CALIFORNIA — On January 6, 2009, we were served in an action styled City of Sunnyvale v. Legacy Vulcan Corporation, f/k/a Vulcan Materials Company, filed in the San Mateo County Superior Court, California. The plaintiffs are seeking cost recovery and other damages for alleged environmental contamination from perc and its breakdown products at the Sunnyvale Town Center Redevelopment Project. Based on the discovery to date, we do not believe that plaintiffs can meet their burden of proof to establish that our perc was used at sites in a redevelopment project area or that we are liable for any alleged contamination. Discovery is ongoing. Trial is scheduled for September 2012.

■ SUFFOLK COUNTY WATER AUTHORITY — On July 29, 2010, we were served in an action styled Suffolk County Water Authority v. The Dow Chemical Company, et al., in the Supreme Court for Suffolk County, State of New York. The complaint alleges that the plaintiff “owns and/or operates drinking water systems and supplies drinking water to thousands of residents and businesses, in Suffolk County, New York.” The complaint alleges that perc and its breakdown products “have been and are contaminating and damaging Plaintiff’s drinking water supply wells.” The plaintiff is seeking compensatory and punitive damages. At this time, plaintiffs have not established that our perc was used at any specific dry cleaner, much less that we are liable for any alleged contamination. Discovery is being phased, with the initial focus on legal injury and the statute of limitations. Phase One discovery is now closed and we have filed a partial motion for summary judgment on these issues.

■ ADDAIR — This is a purported class action case for medical monitoring and personal injury damages styled Addair et al. v. Processing Company, LLC, et al., pending in the Circuit Court of Wyoming County, West Virginia. The plaintiffs allege various personal injuries from exposure to perc used in coal sink labs. By Order dated September 20, 2011, the Court denied class action certification.

■ WEST VIRGINIA COAL SINK LAB LITIGATION — This is a mass tort action consisting of over 100 cases filed in 17 different counties in West Virginia from September 1 to October 13, 2010, for medical monitoring and personal injury damages for exposure to perc and carbon tetrachloride used in coal sink labs. The West Virginia Supreme Court of Appeals, in an order entered January 19, 2011, transferred all of these cases (referred to as Jeffrey Blount v. Arkema, Inc., et al.) to the West Virginia Mass Litigation Panel. Discovery is ongoing. The panel has scheduled a trial of some or all of this matter for September 2012.

■ SANTARSIERO — This is a case styled Robert Santarsiero v. R.V. Davies, et al., pending in Supreme Court, New York County, New York. We were brought in as a third-party defendant by original defendant R.V. Davies. The plaintiff, who was alleging perc exposure, is now deceased. The case has been stayed pending further information about this development.

■ R.R. STREET INDEMNITY — Street, a former distributor of perc manufactured by us, alleges that we owe Street, and its insurer (National Union), a defense and indemnity in several of these litigation matters, as well as some prior litigation which we have now settled. National Union alleges that we are obligated to contribute to National Union’s share of defense fees, costs and any indemnity payments made on Street’s behalf. We have had discussions with Street about the nature and extent of indemnity obligations, if any, and to date there has been no resolution of these issues.

FLORIDA ANTITRUST LITIGATION — Our subsidiary, Florida Rock Industries, Inc., has been named as a defendant in a number of class action lawsuits filed in the United States District Court for the Southern District of Florida. The lawsuits were filed by several ready-mixed concrete producers and construction companies against a number of concrete and cement producers and importers in Florida. There are now two consolidated amended complaints: (1) on behalf of direct independent ready-mixed concrete producers, and (2) on behalf of indirect users of ready-mixed concrete. The other defendants include Cemex Inc., Tarmac America LLC, and VCNA Prestige Ready-Mix Florida, Inc. The complaints allege various violations under the federal antitrust laws, including price fixing and market allocations. We have no reason to believe that Florida Rock is liable for any of the matters alleged in the complaint, and we are defending the case vigorously. Discovery is ongoing. Trial is scheduled for July 2012.

IDOT/JOLIET ROAD — In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook quarry in McCook, Illinois, a Chicago suburb. On May 18, 2010, we settled this lawsuit for $40,000,000 and recognized the full settlement as a charge to operations in the second quarter of 2010. Under the terms of the settlement we paid IDOT $20,000,000 in May 2010 and we paid the second installment of $20,000,000 on February 17, 2011. We have taken appropriate actions, including participating in two arbitrations in 2011, to recover the settlement amount in excess of the self-insured retention of $2,000,000, as well as a portion of our defense costs, from our insurers. In February 2011, we completed the first arbitration with two of our three insurers. The arbitration panel awarded us a total of $25,546,000 in payment of the insurers’ share of the settlement amount and attorneys’ fees. This award was recorded as income in the first quarter of 2011. In September 2011, we completed the second arbitration with the third and final insurer. The arbitration panel awarded us a total of $24,111,000 in payment of the third insurer’s share of the settlement amount, attorneys’ fees and interest. This award was recorded in the third quarter of 2011.

LOWER PASSAIC RIVER CLEAN-UP — We have been sued as a third-party defendant in New Jersey Department of Environmental Protection, et al. v. Occidental Chemical Corporation, et al., a case brought by the New Jersey Department of Environmental Protection in the New Jersey Superior Court. The third-party complaint was filed on February 4, 2009. This suit by the New Jersey Department of Environmental Protection seeks recovery of past and future clean-up costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief arising from alleged discharges into the Lower Passaic River (the “River”) of dioxin and other unspecified hazardous substances. Our former Chemicals business operated a plant adjacent to the River and has been sued, along with approximately 300 other third-party defendants. This case is in the early stages of discovery. It is unclear at this time what contaminants and legal issues will ultimately be presented at trial or what parties will ultimately participate in the trial. It is also unknown at this time, what, if any, substances we may have discharged into the River. A liability trial is scheduled for April 2013. A separate damages trial, if required, is scheduled for January 2014. Additionally, Vulcan and approximately 70 other companies are parties to a May 2007 Administrative Order of Consent with the U.S. Environmental Protection Agency to perform a Remedial Investigation/Feasibility Study of the contamination in the lower 17 miles of the River. This study is ongoing and may take several more years to complete.

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

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Discontinued Operations

9 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 2: DISCONTINUED OPERATIONS

In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. In addition to the initial cash proceeds, Basic Chemicals was required to make payments under two earn-out agreements subject to certain conditions. During 2007, we received the final payment under the ECU (electrochemical unit) earn-out, bringing cumulative cash receipts to its $150,000,000 cap.

Proceeds under the second earn-out agreement are based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). The primary determinant of the value for this earn-out is the level of growth in 5CP sales volume. At the June 7, 2005 closing date, the value assigned to the 5CP earn-out was limited to an amount that resulted in no gain on the sale of the business, as the gain was contingent in nature. A gain on disposal of the Chemicals business is recognized to the extent cumulative cash receipts under the 5CP earn-out exceed the initial value recorded.

In March 2011, we received a payment of $12,284,000 under the 5CP earn-out related to performance during the year ended December 31, 2010. During the first quarter of 2010, we received $8,794,000 under the 5CP earn-out related to the year ended December 31, 2009. These receipts were recorded as gains on disposal of discontinued operations. Through September 30, 2011, we have received a total of $54,991,000 under the 5CP earn-out, a total of $21,890,000 in excess of the receivable recorded on the date of disposition.

We are liable for a cash transaction bonus payable to certain former key Chemicals employees. This transaction bonus is payable if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. The bonus is payable annually based on the prior year’s results. Payments for this transaction bonus were $1,228,000 during the first nine months of 2011 and $882,000 during the first nine months of 2010.

The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. There were no net sales or revenues from discontinued operations during the nine month periods ended September 30, 2011 and 2010. Results from discontinued operations are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Discontinued Operations
Pretax earnings (loss) from results		($4,068	)		$4,425			($481	)		$3,565
Gain on disposal, net of transaction bonus		0			0			11,056			7,912
Income tax (provision) benefit		1,615			(1,770	)		(4,176	)		(4,572	)
Earnings (loss) on discontinued operations, net of tax		($2,453	)		$2,655			$6,399			$6,905

The pretax loss from results of discontinued operations of ($4,068,000) for the third quarter of 2011 was due primarily to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. The pretax loss from results of discontinued operations of ($481,000) for the nine months ended September 30, 2011 includes a $7,500,000 pretax gain recognized in the first quarter on recovery from an insurer in lawsuits involving perchloroethylene offset by general and product liability costs, including legal defense costs, and environmental remediation costs. The 2010 pretax earnings from results of discontinued operations of $4,425,000 for the third quarter and $3,565,000 for the nine months ended September 30, 2010 are due primarily to $7,600,000 of pretax gains recognized from insurance recoveries in percholoroethylene lawsuits. These gains were offset in part by general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

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

9 Months Ended

Sep. 30, 2011

Credit Facilities, Short-term Borrowings and Long-term Debt [Abstract]

CREDIT FACILITIES, SHORT-TERM BORROWINGS AND LONG-TERM DEBT

NOTE 11: CREDIT FACILITIES, SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-term borrowings are summarized as follows:

	September 30		December 31			September 30
dollars in thousands	2011		2010			2010
Short-term Borrowings
Bank borrowings		$0		$285,500			$0
Total		$0		$285,500			$0
Bank Borrowings
Maturity		n/a	3 - 74 days				n/a
Weighted-average interest rate		n/a		0.59	%		n/a

We utilize our $1,500,000 bank line of credit to fund our working capital and for general corporate purposes. The line of credit expires November 16, 2012. As of September 30, 2011, there were no borrowings under the line of credit. Interest rates referable to borrowings under the line of credit are determined at the time of borrowing based on current market conditions.

In the normal course of business, we maintain bank balances for which we are credited with earnings allowances toward our cash management related service fees. To the extent the earnings allowances are not sufficient to fully cover the related fees for these non-credit services, we pay the difference.

In June 2011, we issued $1,100,000,000 of long-term notes in two series, as follows: $500,000,000 of 6.50% notes due in 2016 and $600,000,000 of 7.50% notes due in 2021. These notes were issued principally to:

■ repay and terminate our $450,000,000 floating-rate term loan due in 2015,

■ fund the purchase through a tender offer of $165,443,000 of our outstanding 5.60% notes due in 2012 and $109,556,000 of our outstanding 6.30% notes due in 2013,

■ repay $275,000,000 outstanding under our revolving credit facility,

■ and for general corporate purposes.

The terminated $450,000,000 floating-rate term loan due in 2015 was established in July 2010 in order to repay the $100,000,000 outstanding balance of our floating-rate term loan due in 2011 and all outstanding commercial paper. Unamortized deferred financing costs of $2,423,000 were recognized in June 2011 as a component of interest expense upon the termination of this floating-rate term loan.

The June 2011 purchases of the 5.60% and 6.30% notes cost $294,533,000, representing a $19,534,000 premium above the $274,999,000 face value of the notes. This premium primarily reflects the trading price of the notes at the time of purchase relative to par value. Additionally, $4,711,000 of expense associated with a proportional amount of unamortized discounts, deferred financing costs and amounts accumulated in OCI was recognized in June 2011 upon the partial termination of the notes. The combined expense of $24,245,000 is presented in the accompanying Condensed Consolidated Statements of Comprehensive Income as a component of interest expense for the nine month period ended September 30, 2011.

As of September 30, 2011, $35,000 of our long-term debt, including current maturities, was secured. This secured debt was assumed with the November 2007 acquisition of Florida Rock. All other debt obligations, both short-term and long-term, are unsecured.

Long-term debt is summarized as follows:

	September 30		December 31		September 30
in thousands	2011		2010		2010
Long-term Debt
Floating-rate notes due 2010		$0		$0		$325,000
5.60% notes due 2012 1		134,496		299,773		299,746
6.30% notes due 2013 2		140,337		249,729		249,704
Floating-rate term loan due 2015		0		450,000		450,000
10.125% notes due 2015 3		153,640		149,597		149,582
6.50% notes due 2016 4		519,072		0		0
6.40% notes due 2017 5		349,865		349,852		349,848
7.00% notes due 2018 6		399,684		399,658		399,649
10.375% notes due 2018 7		248,491		248,391		248,360
7.50% notes due 2021 8		600,000		0		0
7.15% notes due 2037 9		239,544		249,324		249,322
Medium-term notes		21,000		21,000		21,000
Industrial revenue bonds		14,000		14,000		14,000
Other notes		1,309		1,438		1,559
Total		$2,821,438		$2,432,762		$2,757,770
Less current maturities of long-term debt		5,215		5,246		325,249
Total long-term debt		$2,816,223		$2,427,516		$2,432,521
Estimated fair value of total long-term debt		$2,649,207		$2,559,059		$2,689,770

1	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $61 thousand, December 31, 2010 - $227 thousand and September 30, 2010 - $254 thousand. The effective interest rate for these notes is 6.57%.
2	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $107 thousand, December 31, 2010 - $271 thousand and September 30, 2010 - $296 thousand. The effective interest rate for these notes is 7.48%.
3	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $3,995 thousand. Additionally, includes decreases for unamortized discounts, as follows: September 30, 2011 - $355 thousand, December 31, 2010 - $403 thousand and September 30, 2010 - $418 thousand. The effective interest rate for these notes is 9.59%.
4	Includes an increase for the unamortized portion of the deferred gain realized upon the August 2011 settlement of interest rate swaps, as follows: September 30, 2011 - $19,072 thousand. The effective interest rate for these notes is 6.01%.
5	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $135 thousand, December 31, 2010 - $148 thousand and September 30, 2010 - $152 thousand. The effective interest rate for these notes is 7.41%.
6	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $316 thousand, December 31, 2010 - $342 thousand and September 30, 2010 - $351 thousand. The effective interest rate for these notes is 7.87%.
7	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $1,509 thousand, December 31, 2010 - $1,609 thousand and September 30, 2010 - $1,640 thousand. The effective interest rate for these notes is 10.58%.
8	The effective interest rate for these notes is 7.74%.
9	Includes decreases for unamortized discounts, as follows: September 30, 2011 - $644 thousand, December 31, 2010 - $676 thousand and September 30, 2010 - $678 thousand. The effective interest rate for these notes is 8.06%.

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

Our current bank credit facility and the indentures governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. Our total debt as a percentage of total capital was 42.1% as of September 30, 2011; 40.7% as of December 31, 2010; and 40.7% as of September 30, 2010.

We plan to replace our $1,500,000,000 bank credit facility expiring November 16, 2012 with a $500,000,000 five-year credit facility. The new revolving credit facility is being structured as an asset based lending facility and is projected to close in November 2011.

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Benefit Plans (Details) (USD $)	1 Months Ended			12 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 30, 2011	Jul. 31, 2010	Mar. 31, 2010	Dec. 31, 2010	Sep. 30, 2011 Pension Benefits [Member]	Sep. 30, 2010 Pension Benefits [Member]	Sep. 30, 2011 Pension Benefits [Member]	Sep. 30, 2010 Pension Benefits [Member]	Sep. 30, 2011 Other Postretirement Benefits [Member]	Sep. 30, 2010 Other Postretirement Benefits [Member]	Sep. 30, 2011 Other Postretirement Benefits [Member]	Sep. 30, 2010 Other Postretirement Benefits [Member]	Dec. 31, 2008 Investment at Westridge Capital Management [Member]
Components of Net Periodic Benefit Cost
Service cost					$ 5,190,000	$ 4,805,000	$ 15,571,000	$ 14,413,000	$ 1,197,000	$ 1,066,000	$ 3,592,000	$ 3,199,000
Interest cost					10,595,000	10,405,000	31,787,000	31,216,000	1,613,000	1,663,000	4,838,000	4,988,000
Expected return on plan assets					(12,370,000)	(12,530,000)	(37,110,000)	(37,591,000)
Amortization of prior service cost					85,000	115,000	255,000	345,000	(169,000)	(183,000)	(506,000)	(547,000)
Amortization of actuarial loss					2,918,000	1,438,000	8,753,000	4,314,000	288,000	222,000	862,000	666,000
Net periodic pension benefit cost					6,418,000	4,233,000	19,256,000	12,697,000	2,929,000	2,768,000	8,786,000	8,306,000
Pretax reclassification from OCI included in net periodic pension benefit cost					3,003,000	1,553,000	9,008,000	4,659,000	119,000	39,000	356,000	119,000
Benefit Plans (Textuals)
Fair value of pension plan assets													59,245,000
Write-down in estimated fair value of assets													48,018,000
Total contributions (cash and stock) to qualified pension plans			72,500,000
Contributions to pension plans in cash			18,636,000
Contributions to pension plans in stock			53,864,000
Number of shares contributed to pension plans			1,190,000
Value per share of shares contributed to pension plans			$ 45.26
Additional contribution to pension plan		1,300,000
Partial distribution amount released by court-appointed receiver				6,555,000
Insurance settlement amount received by the Master Pension Trust related to the WCM loss				15,000,000
Additional distribution amount released by court-appointed receiver	$ 22,041,000

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Credit Facilities, Short-term Borrowings and Long-term Debt (Details Textual 1) (USD $)	Sep. 30, 2011	Sep. 30, 2011 Bank credit facility expiring November 16, 2012 [Member]	Nov. 30, 2011 Five-Year Credit Facility [Member]
Credit Facilities, Short-term Borrowings and Long-term Debt (Textuals)
Amount of facility	$ 1,500,000,000	$ 1,500,000,000	$ 500,000,000
Borrowings under revolving credit facility		0
Maturity period of facility			5 years
Secured long-term debt, including current maturities	$ 35,000

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Asset Retirement Obligations (Tables)

9 Months Ended

Sep. 30, 2011

Asset Retirement Obligations [Abstract]

ARO operating costs

	Three Months Ended				Nine Months Ended
	September 30				September 30
in thousands	2011		2010		2011		2010
ARO Operating Costs
Accretion		$1,894		$2,081		$6,189		$6,525
Depreciation		1,947		3,050		5,342		9,390
Total		$3,841		$5,131		$11,531		$15,915

Reconciliations of ARO

	Three Months Ended						Nine Months Ended
	September 30						September 30
in thousands	2011			2010			2011			2010
Asset Retirement Obligations
Balance at beginning of period		$160,733			$162,168			$162,730			$167,757
Liabilities incurred		1,456			1,016			1,734			2,457
Liabilities settled		(6,238	)		(4,762	)		(12,202	)		(8,879	)
Accretion expense		1,894			2,081			6,189			6,525
Revisions up (down)		139			(288	)		(467	)		(7,645	)
Balance at end of period		$157,984			$160,215			$157,984			$160,215

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Goodwill

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

GOODWILL

NOTE 15: GOODWILL

Changes in the carrying amount of goodwill by reportable segment from December 31, 2010 to September 30, 2011 are summarized below:

GOODWILL
in thousands	Aggregates			Concrete		Asphalt Mix		Cement			Total
Gross Carrying Amount
Total as of December 31, 2010		$3,005,383			$0		$91,633		$252,664			$3,349,680
Goodwill of divested businesses		(10,300	)		0		0		0			(10,300	)
Total as of September 30, 2011		$2,995,083			$0		$91,633		$252,664			$3,339,380
Accumulated Impairment Losses
Total as of December 31, 2010		$0			$0		$0		($252,664	)		($252,664	)
Goodwill impairment loss		0			0		0		0			0
Total as of September 30, 2011		$0			$0		$0		($252,664	)		($252,664	)
Goodwill, net of Accumulated Impairment Losses
Total as of December 31, 2010		$3,005,383			$0		$91,633		$0			$3,097,016
Total as of September 30, 2011		$2,995,083			$0		$91,633		$0			$3,086,716

1 The goodwill of divested businesses relates to the 2011 divestiture as discussed in Note 14.

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. While we have not completed our annual test and have not identified any events or changes in circumstances that indicate the fair value of any of our reporting units is below its carrying value, the timing of a sustained recovery in the construction industry may have a significant effect on the fair value of our reporting units. A significant decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill that would reduce equity and result in an increase in our total debt as a percentage of total capital (42.1% as of September 30, 2011). Our current bank credit facility and the indenture governing our notes contain a covenant limiting our total debt as a percentage of total capital to 65%. We believe that it is highly unlikely that any potential write-down in goodwill would result in a violation of this covenant.

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Condensed Consolidated Balance Sheets (Unaudited, except for December 31) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Assets
Cash and cash equivalents	$ 152,379	$ 47,541	$ 82,496	[1]
Restricted cash	81	547	531	[1]
Medium-term investments	0	0	3,910	[1]
Accounts and notes receivable
Accounts and notes receivable, gross	437,754	325,303	414,316	[1]
Less: Allowance for doubtful accounts	(7,715)	(7,505)	(9,382)	[1]
Accounts and notes receivable, net	430,039	317,798	404,934	[1]
Inventories
Finished products	249,265	254,840	251,457	[1]
Raw materials	26,284	22,222	22,924	[1]
Products in process	3,473	6,036	5,905	[1]
Operating supplies and other	38,755	36,747	35,958	[1]
Inventories	317,777	319,845	316,244	[1]
Current deferred income taxes	47,833	53,794	64,768	[1]
Prepaid expenses	27,074	19,374	34,279	[1]
Assets held for sale	26,883	13,207	14,582	[1]
Total current assets	1,002,066	772,106	921,744	[1]
Investments and long-term receivables	28,917	37,386	33,808	[1]
Property, plant & equipment
Property, plant & equipment, cost	6,665,937	6,692,814	6,664,335	[1]
Reserve for depreciation, depletion & amortization	(3,222,469)	(3,059,900)	(2,987,287)	[1]
Property, plant & equipment, net	3,443,468	3,632,914	3,677,048	[1]
Goodwill	3,086,716	3,097,016	3,096,300	[1]
Other intangible assets, net	698,703	691,693	685,696	[1]
Other noncurrent assets	122,011	106,776	106,922	[1]
Total assets	8,381,881	8,337,891	8,521,518	[1]
Liabilities
Current maturities of long-term debt	5,215	5,246	325,249	[1]
Short-term borrowings	0	285,500	0	[1]
Trade payables and accruals	134,853	102,315	138,462	[1]
Other current liabilities	222,762	172,495	207,085	[1]
Liabilities of assets held for sale	1,474	116	460	[1]
Total current liabilities	364,304	565,672	671,256	[1]
Long-term debt	2,816,223	2,427,516	2,432,521	[1]
Noncurrent deferred income taxes	800,770	849,448	856,631	[1]
Other noncurrent liabilities	524,485	530,275	537,041	[1]
Total liabilities	4,505,782	4,372,911	4,497,449	[1]
Other commitments and contingencies (Note 19)				[1]
Equity
Common stock, $1 par value	129,233	128,570	128,391	[1]
Capital in excess of par value	2,538,987	2,500,886	2,487,538	[1]
Retained earnings	1,372,822	1,512,863	1,591,969	[1]
Accumulated other comprehensive loss	(164,943)	(177,339)	(183,829)	[1]
Total equity	3,876,099	3,964,980	4,024,069	[1]
Total liabilities and equity	$ 8,381,881	$ 8,337,891	$ 8,521,518	[1]

[1] As Restated, See Note 1

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Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 30, 2011

Acquisitions and Divestitures [Abstract]

Classification of assets and liabilities held for sale

	September 30		December 31		September 30
in thousands	2011		2010		2010
Held for Sale
Current assets		$2,644		$3,460		$3,729
Property, plant & equipment, net		20,934		9,625		10,709
Other assets		3,305		122		144
Total assets held for sale		$26,883		$13,207		$14,582
Current liabilities		$0		$116		$460
Other liabilities		1,474		0		0
Total liabilities of assets held for sale		$1,474		$116		$460

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Fair Value Measurements (Details) (Recurring [Member], USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Level 1 [Member]
Fair value assets
Mutual funds	$ 12,816	$ 13,960	$ 13,146
Equities	5,746	9,336	7,456
Total asset	18,562	23,296	20,602
Level 2 [Member]
Fair value assets
Medium-term investments	0	0	3,910
Common/collective trust funds	1,965	2,431	2,361
Total asset	1,965	2,431	3,227
Fair value liabilities
Interest rate swaps	$ 0	$ 0	$ (3,044)

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Credit Facilities, Short-term Borrowings and Long-term Debt (Details 1) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Long-term Debt
Long-term Debt	$ 2,821,438	$ 2,432,762	$ 2,757,770
Less current maturities of long-term debt	5,215	5,246	325,249	[1]
Long-term debt	2,816,223	2,427,516	2,432,521	[1]
Estimated fair value of total long-term debt	2,649,207	2,559,059	2,689,770
6.50% notes due 2016 [Member]
Long-term Debt
Long-term Debt	519,072	0	0
7.50% notes due 2021 [Member]
Long-term Debt
Long-term Debt	600,000	0	0
Floating-rate term loan due 2015 [Member]
Long-term Debt
Long-term Debt	0	450,000	450,000
10.125% notes due 2015 [Member]
Long-term Debt
Long-term Debt	153,640	149,597	149,582
10.375% notes due 2018 [Member]
Long-term Debt
Long-term Debt	248,491	248,391	248,360
7.00% notes due 2018 [Member]
Long-term Debt
Long-term Debt	399,684	399,658	399,649
Floating-rate notes due 2010 [Member]
Long-term Debt
Long-term Debt	0	0	325,000
5.60% notes due 2012 [Member]
Long-term Debt
Long-term Debt	134,496	299,773	299,746
6.40% notes due 2017 [Member]
Long-term Debt
Long-term Debt	349,865	349,852	349,848
7.15% notes due 2037 [Member]
Long-term Debt
Long-term Debt	239,544	249,324	249,322
Medium-term notes [Member]
Long-term Debt
Long-term Debt	21,000	21,000	21,000
Industrial revenue bonds [Member]
Long-term Debt
Long-term Debt	14,000	14,000	14,000
Other notes [Member]
Long-term Debt
Long-term Debt	1,309	1,438	1,559
6.30% notes due 2013 [Member]
Long-term Debt
Long-term Debt	$ 140,337	$ 249,729	$ 249,704

[1] As Restated, See Note 1

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Commitments and Contingencies (Details) (USD $)	1 Months Ended		0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2011	Feb. 28, 2011 insurer	Feb. 17, 2011	Oct. 13, 2010 County	May 18, 2010	May 31, 2007 company	Mar. 31, 2011	Jun. 06, 2008 Well Drycleaner	Sep. 30, 2011 complaint arbitration party	Sep. 30, 2010
Commitments And Contingencies (Textuals)
Number of wells at issue								244
Number of wells at issue as a result of the discovery to date								14
Number of dry cleaners identified by plaintiffs								63
Number of cases in mass tort action				over 100
Number of countries that cases were filed in the mass tort action				17
Complaints in Florida Antitrust Litigation									2
Claims against damages, IDOT/Joliet Road lawsuit					$ 40,000,000
Payment to Illinois Department of Transportation (IDOT)			20,000,000		20,000,000
Number of arbitrations									2
Self-insured retention amount			2,000,000
Number of insurers		3
Number of insurers arbitration completed		2
Settlement awarded	$ 24,111,000	$ 25,546,000					$ 7,500,000			$ 7,600,000
Number of other parties sued in the Lower Passaic River Clean-Up									300
Number of other companies to perform a Remedial Investigation/Feasibility Study related to the Lower Passaic River Clean-Up lawsuit						70

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Medium-Term Investments (Details) (USD $)	1 Months Ended
	Jan. 31, 2011	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Medium-Term Investments (Textuals)
Medium-term investments principal balance		$ 0	$ 5,531,000	$ 5,531,000
Medium term investment reclassified to cash equivalents			3,630,000
Medium-term investments		0	0	3,910,000	[1]
Redemption of medium-term investments	$ 3,630,000

[1] As Restated, See Note 1

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Derivative Instruments (Details) (Designated as Hedging Instrument [Member], USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010
Liabilities
Total hedging instrument liabilities	$ 0	$ 0	$ 3,044
Other current liabilities [Member] | Interest rate swaps [Member]
Liabilities
Interest rate swaps	$ 0	$ 0	$ 3,044

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Shareholders' Equity (Details) (USD $)	1 Months Ended		9 Months Ended
	Feb. 28, 2011	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010		Dec. 31, 2010
Shareholders' Equity (Textuals)
Number of common shares issued to pension plan		1,190,000
Common stock, par value		$ 1	$ 1	$ 1	[1]	$ 1
Increase in shareholders' equity from issuance of common shares to pension plan		$ 53,864,000
Value of common shares issued to pension plan		1,190,000
Increase in capital in excess of par from issuance of common shares to pension plan		52,674,000
Common stock issued in connection with business acquisitions	372,992
Net of acquired cash, shares	368,527
Shares of common stock issued to trustee under 401(k) savings and retirement plan			110,881	882,131
Net proceeds from issuance of common stock to the trustee under 401(k) savings and retirement plan			$ 4,745,000	$ 41,734,000
Number of shares held in treasury			0	0		0
Shares remaining under the current authorization repurchase program			3,411,416

[1] As Restated, See Note 1

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Goodwill (Tables)

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Changes in the carrying amount of goodwill by reportable segment

GOODWILL
in thousands	Aggregates			Concrete		Asphalt Mix		Cement			Total
Gross Carrying Amount
Total as of December 31, 2010		$3,005,383			$0		$91,633		$252,664			$3,349,680
Goodwill of divested businesses		(10,300	)		0		0		0			(10,300	)
Total as of September 30, 2011		$2,995,083			$0		$91,633		$252,664			$3,339,380
Accumulated Impairment Losses
Total as of December 31, 2010		$0			$0		$0		($252,664	)		($252,664	)
Goodwill impairment loss		0			0		0		0			0
Total as of September 30, 2011		$0			$0		$0		($252,664	)		($252,664	)
Goodwill, net of Accumulated Impairment Losses
Total as of December 31, 2010		$3,005,383			$0		$91,633		$0			$3,097,016
Total as of September 30, 2011		$2,995,083			$0		$91,633		$0			$3,086,716

1 The goodwill of divested businesses relates to the 2011 divestiture as discussed in Note 14.