Basis of Presentation

3 Months Ended

Mar. 31, 2012

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 month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. 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 2012 presentation.

UNSOLICITED EXCHANGE OFFER

In December 2011, Martin Marietta Materials, Inc. (Martin Marietta) commenced an unsolicited exchange offer for all outstanding shares of our common stock at a fixed exchange ratio of 0.50 shares of Martin Marietta common stock for each Vulcan common share and indicated its intention to nominate a slate of directors to our Board. After careful consideration, including a thorough review of the offer with its financial and legal advisors, our Board unanimously determined that Martin Marietta’s offer is inadequate, substantially undervalues Vulcan, is not in the best interests of Vulcan and its shareholders and has substantial risk. In response to Martin Marietta’s action, we incurred $10,065,000 of legal, professional and other costs in the first quarter of 2012.

CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS

In preparation for an Internal Revenue Service (IRS) exam during 2011, we identified improper deductions and errors in the calculation of taxable income for items primarily associated with the 2007 acquisition of Florida Rock. These items have been voluntarily submitted to the IRS for use in their examination.

The errors arose during periods prior to 2009, did not impact earnings or cash flows for any years presented and are not material to previously issued financial statements. As a result, we did not amend previously filed financial statements but have restated the affected Condensed Consolidated Balance Sheet presented in this Form 10-Q. The correction of these errors resulted in adjustments to the following opening balances:

¡ an increase to current deferred income tax assets of $910,000

¡ an increase to prepaid income taxes of $735,000

¡ an increase to current taxes payable of $16,676,000

¡ a decrease to noncurrent deferred income tax liabilities of $5,849,000

¡ a decrease to retained earnings of $9,182,000

A summary of the effects of the correction of the errors on our Condensed Consolidated Balance Sheet as of March 31, 2011, is presented in the table below:

	As of March 31, 2011
in thousands	As Reported		Correction			As Restated
Balance Sheet
Assets
Current deferred income taxes		$57,083		$910			$57,993
Prepaid expenses		24,300		735			25,035
Total current assets		765,250		1,645			766,895
Total assets		$8,298,791		$1,645			$8,300,436
Liabilities
Other current liabilities		$192,986		$16,676			$209,662
Total current liabilities		618,282		16,676			634,958
Noncurrent deferred income taxes		812,878		(5,849	)		807,029
Total liabilities		$4,393,174		$10,827			$4,404,001
Equity
Retained earnings		$1,425,668		($9,182	)		$1,416,486
Total equity		3,905,617		(9,182	)		3,896,435
Total liabilities and equity		$8,298,791		$1,645			$8,300,436