10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2016
OR
☐	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 ☒ No☐ 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 ☒ No ☐ 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 ☒	Accelerated filer☐
Non-accelerated filer☐ (Do not check if a smaller reporting company)	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 ☐  No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Class                   Common Stock, $1 Par Value				Shares outstanding       at July 29, 2016 133,071,629

VULCAN MATERIALS COMPANY FORM 10-Q QUARTER ENDED JUNE 30, 2016 Contents
			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Cash Flows Notes to Condensed Consolidated Financial Statements	2  3  4  5
	Item 2.	Management’s Discussion and Analysis of Financial    Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures About    Market Risk	42
	Item 4.	Controls and Procedures	42
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	43
	Item 1A.	Risk Factors	43
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
	Item 4.	Mine Safety Disclosures	43
	Item 6.	Exhibits	44
		Signatures	45
Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.

1

part I   financial information

ITEM 1

FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited, except for December 31	June 30	December 31	June 30
in thousands	2016	2015	2015
Assets
Cash and cash equivalents	$         91,902	$       284,060	$         74,736
Restricted cash	0	1,150	0
Accounts and notes receivable
Accounts and notes receivable, gross	537,127	423,600	495,781
Less: Allowance for doubtful accounts	(4,332)	(5,576)	(5,370)
Accounts and notes receivable, net	532,795	418,024	490,411
Inventories
Finished products	295,405	297,925	292,932
Raw materials	25,366	21,765	21,610
Products in process	2,223	1,008	1,461
Operating supplies and other	24,872	26,375	25,825
Inventories	347,866	347,073	341,828
Current deferred income taxes	0	0	39,562
Prepaid expenses	50,844	34,284	75,663
Total current assets	1,023,407	1,084,591	1,022,200
Investments and long-term receivables	38,924	40,558	41,603
Property, plant & equipment
Property, plant & equipment, cost	7,052,051	6,891,287	6,752,916
Reserve for depreciation, depletion & amortization	(3,834,680)	(3,734,997)	(3,637,392)
Property, plant & equipment, net	3,217,371	3,156,290	3,115,524
Goodwill	3,094,824	3,094,824	3,094,824
Other intangible assets, net	754,341	766,579	767,995
Other noncurrent assets	161,246	158,790	153,737
Total assets	$    8,290,113	$    8,301,632	$    8,195,883
Liabilities
Current maturities of long-term debt	131	130	14,124
Short-term debt (line of credit)	0	0	138,500
Trade payables and accruals	176,476	175,729	190,904
Other current liabilities	156,071	177,620	163,112
Total current liabilities	332,678	353,479	506,640
Long-term debt	1,982,527	1,980,334	1,893,737
Noncurrent deferred income taxes	683,999	681,096	686,171
Deferred revenue	203,800	207,660	211,429
Other noncurrent liabilities	607,778	624,875	670,949
Total liabilities	$    3,810,782	$    3,847,444	$    3,968,926
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480,000 shares,
Outstanding 133,027,  133,172 and 132,984 shares, respectively	133,027	133,172	132,984
Capital in excess of par value	2,826,471	2,822,578	2,791,232
Retained earnings	1,639,267	1,618,507	1,453,752
Accumulated other comprehensive loss	(119,434)	(120,069)	(151,011)
Total equity	$    4,479,331	$    4,454,188	$    4,226,957
Total liabilities and equity	$    8,290,113	$    8,301,632	$    8,195,883
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

2

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME

	Three Months Ended		Six Months Ended
Unaudited		June 30		June 30
in thousands, except per share data	2016	2015	2016	2015
Total revenues	$       956,825	$       895,143	$    1,711,552	$    1,526,436
Cost of revenues	664,641	660,694	1,254,649	1,214,122
Gross profit	292,184	234,449	456,903	312,314
Selling, administrative and general expenses	82,681	69,197	159,149	135,960
Gain on sale of property, plant & equipment
and businesses	356	249	911	6,624
Business interruption claims recovery	10,962	0	10,962	0
Impairment of long-lived assets	(860)	(5,190)	(10,506)	(5,190)
Restructuring charges	0	(1,280)	(320)	(4,098)
Other operating expense, net	(6,175)	(5,255)	(20,094)	(9,156)
Operating earnings	213,786	153,776	278,707	164,534
Other nonoperating income (expense), net	29	(439)	(666)	542
Interest expense, net	33,333	83,651	67,065	146,132
Earnings from continuing operations
before income taxes	180,482	69,686	210,976	18,944
Provision for income taxes	54,200	19,867	63,964	5,791
Earnings from continuing operations	126,282	49,819	147,012	13,153
Loss on discontinued operations, net of tax	(2,532)	(1,657)	(4,338)	(4,669)
Net earnings	$       123,750	$         48,162	$       142,674	$           8,484
Other comprehensive income, net of tax
Reclassification adjustment for cash flow hedges	301	3,077	595	5,325
Amortization of actuarial loss and prior service
cost for benefit plans	20	2,697	40	5,378
Other comprehensive income	321	5,774	635	10,703
Comprehensive income	$       124,071	$         53,936	$       143,309	$         19,187
Basic earnings (loss) per share
Continuing operations	$             0.95	$             0.37	$             1.10	$             0.10
Discontinued operations	(0.02)	(0.01)	(0.03)	(0.04)
Net earnings	$             0.93	$             0.36	$             1.07	$             0.06
Diluted earnings (loss) per share
Continuing operations	$             0.93	$             0.37	$             1.09	$             0.10
Discontinued operations	(0.02)	(0.01)	(0.04)	(0.04)
Net earnings	$             0.91	$             0.36	$             1.05	$             0.06
Weighted-average common shares outstanding
Basic	133,419	133,103	133,619	132,882
Assuming dilution	135,395	135,234	135,370	134,689
Cash dividends per share of common stock	$             0.20	$             0.10	$             0.40	$             0.20
Depreciation, depletion, accretion and amortization	$         71,908	$         68,384	$       141,314	$       135,108
Effective tax rate from continuing operations	30.0%	28.5%	30.3%	30.6%
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 CASH FLOWS

	Six Months Ended
Unaudited		June 30
in thousands	2016	2015
Operating Activities
Net earnings	$       142,674	$           8,484
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	141,314	135,108
Net gain on sale of property, plant & equipment and businesses	(911)	(6,624)
Contributions to pension plans	(4,737)	(2,822)
Share-based compensation	10,832	9,679
Excess tax benefits from share-based compensation	(23,749)	(11,457)
Deferred tax provision (benefit)	2,592	(11,656)
Cost of debt purchase	0	67,075
Changes in assets and liabilities before initial effects of business acquisitions
and dispositions	(135,024)	(109,790)
Other, net	(30,458)	(13,360)
Net cash provided by operating activities	$       102,533	$         64,637
Investing Activities
Purchases of property, plant & equipment	(199,764)	(148,721)
Proceeds from sale of property, plant & equipment	2,427	3,419
Payment for businesses acquired, net of acquired cash	(1,611)	(21,387)
Decrease in restricted cash	1,150	0
Other, net	1,862	(334)
Net cash used for investing activities	$     (195,936)	$     (167,023)
Financing Activities
Proceeds from line of credit	3,000	284,000
Payment of line of credit	(3,000)	(145,500)
Payment of current maturities and long-term debt	(9)	(530,945)
Proceeds from issuance of long-term debt	0	400,000
Debt and line of credit issuance costs	0	(7,382)
Purchases of common stock	(69,156)	0
Dividends paid	(53,338)	(26,549)
Proceeds from exercise of stock options	0	50,769
Excess tax benefits from share-based compensation	23,749	11,457
Other, net	(1)	(1)
Net cash provided by (used for) financing activities	$       (98,755)	$         35,849
Net decrease in cash and cash equivalents	(192,158)	(66,537)
Cash and cash equivalents at beginning of year	284,060	141,273
Cash and cash equivalents at end of period	$         91,902	$         74,736
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

4

notes to condensed consolidated financial statements

Note 1: summary of significant accounting policies

NATURE OF OPERATIONS

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

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. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving states in metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our mid-Atlantic, Georgia, Southwestern and Western markets.

BASIS OF PRESENTATION

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. Our Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from the audited financial statement, but it does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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 described in Note 2, the 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 2016 presentation.

RESTRUCTURING CHARGES

In 2014, we announced changes to our executive management team, and a new divisional organization structure that was effective January 1, 2015. During the six months ended June 30, 2016 and June 30, 2015, we incurred $320,000 and $4,098,000, respectively, of costs related to these initiatives. Future related charges for these initiatives are estimated to be immaterial.

5

EARNINGS PER SHARE (EPS)

Earnings per share 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		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Weighted-average common shares
outstanding	133,419	133,103	133,619	132,882
Dilutive effect of
Stock options/SOSARs 1	1,007	991	940	996
Other stock compensation plans	969	1,140	811	811
Weighted-average common shares
outstanding, assuming dilution	135,395	135,234	135,370	134,689

1  Stock-Only Stock Appreciation Rights (SOSARs)

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. There were no excluded shares for the periods presented.

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

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Antidilutive common stock equivalents	97	556	327	556

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. 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 revenues from discontinued operations for the periods presented. Results from discontinued operations are as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Discontinued Operations
Pretax loss	$       (4,197)	$       (2,671)	$       (7,177)	$       (7,653)
Income tax benefit	1,665	1,014	2,839	2,984
Loss on discontinued operations,
net of tax	$       (2,532)	$       (1,657)	$       (4,338)	$       (4,669)

The losses from discontinued operations noted above include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

6

Note 3: Income Taxes

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates, permanent differences between book and tax accounting such as percentage depletion, and tax planning alternatives available in the various jurisdictions in which we operate. For interim financial reporting, we calculate our quarterly income tax provision in accordance with the EAETR. Each quarter, we update our EAETR based on our revised full-year expectation of pretax earnings and calculate the income tax provision so that the year-to-date income tax provision reflects the EAETR. Significant judgment is required in determining our EAETR.

In the second quarter of 2016, we recorded income tax expense from continuing operations of $54,200,000 compared to $19,867,000 in the second quarter of 2015. The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

For the first six months of 2016, we recorded income tax expense from continuing operations of $63,964,000 compared to $5,791,000 for the first six months of 2015. The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the financial statement’s carrying amounts of assets and liabilities and the amounts used for income tax purposes. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns. With our adoption of Accounting Standards Update 2015-17, “Balance Sheet Classification of Deferred Taxes” as of December 31, 2015, all deferred tax assets and liabilities are presented as noncurrent. We adopted this standard prospectively and as a result, we did not restate periods prior to adoption.

Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback orcarryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized.

Based on our second quarter 2016 analysis, we believe it is more likely than not that we will realize the benefit of all our deferred tax assets with the exception of certain state net operating loss carryforwards. For 2016, we project deferred tax assets related to state net operating loss carryforwards of $60,131,000, of which $57,841,000 relates to Alabama. The Alabama net operating loss carryforward, if not utilized, would expire in years 2022 – 2029. Prior to 2015, we carried a full valuation allowance against this Alabama deferred tax asset as we did not expect to utilize any portion ofit. During 2015, we restructured our legal entities which, among other benefits, resulted in a partial release of the valuation allowance in the amount of $4,655,000 during the third quarter of 2015. Our analyses over the last three quarters have confirmed our third quarter 2015 conclusion but resulted in no further reductions of the valuation allowance. We expect to further reduce, or possibly eliminate, this valuation allowance once we have returned to sustained profitability (as defined in our most recent Annual Report on Form 10-K), which we project could occur in the fourth quarter of 2016.

We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax benefit. Our liability for 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.

A summary of our deferred tax assets is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Note 4: deferred revenue

In 2013 and 2012, we sold a percentage interest in future production structured as volumetric production payments (VPPs).

The VPPs:

§ relate to eight quarries in Georgia and South Carolina

§ provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future production from aggregates reserves

§ are both time and volume limited

§ contain no minimum annual or cumulative guarantees for production or sales volume, nor minimum sales price

Our consolidated total revenues exclude the sales of aggregates owned by the VPP purchaser.

We received net cash proceeds from the sale of the VPPs of $153,282,000 and $73,644,000 for the 2013 and 2012 transactions, respectively. These proceeds were recorded as deferred revenue on the balance sheet and are amortized torevenue on a unit-of-sales basis over the terms of the VPPs (expected to be approximately 25 years, limited by volume rather than time).

Reconciliation of the deferred revenue balances (current and noncurrent) is as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Revenue
Balance at beginning of period	$     212,292	$     218,987	$     214,060	$     219,968
Amortization of deferred revenue	(2,092)	(1,558)	(3,860)	(2,539)
Balance at end of period	$     210,200	$     217,429	$     210,200	$     217,429

Based on expected sales from the specified quarries, we expect to recognize approximately $6,400,000 of deferred revenue as income during the 12-month period ending June 30, 2017 (reflected in other current liabilities in our 2016 Condensed Consolidated Balance Sheet).

8

Note 5: 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

Assets subject to fair value measurement on a recurring basis are summarized below:

	Level 1 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Mutual funds	$        6,389	$      11,472	$      14,488
Equities	7,702	8,992	12,274
Total	$      14,091	$      20,464	$      26,762

	Level 2 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Money market mutual fund	$        2,134	$        2,124	$        1,355
Total	$        2,134	$        2,124	$        1,355

We have established two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation 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. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (short-term, highly liquid assets in commercial paper, short-term bonds and certificates of deposit).

Net gains of the Rabbi Trust investments were $535,000 and $184,000 for the six months ended June 30, 2016 and 2015, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at June 30, 2016 and 2015 were $(571,000) and $22,000, respectively.

The year-to-date decrease of $6,363,000 in total Rabbi Trust asset fair values at June 30, 2016 is primarily attributable to the elections by several retired executives to receive their distributions from the nonqualified retirement and deferred compensation plans.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and other current liabilities 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 7, respectively.

9

Assets that were subject to fair value measurement on a nonrecurring basis are summarized below:

	Period ending June 30, 2016		Period ending June 30, 2015
		Impairment		Impairment
in thousands	Level 2	Charges	Level 2	Charges
Fair Value Nonrecurring
Property, plant & equipment, net	$              0	$       1,359	$              0	$       2,176
Other intangible assets, net	0	8,180	0	2,858
Other assets	0	967	0	156
Total	$              0	$     10,506	$              0	$       5,190

We recorded $10,506,000 and $5,190,000of losses on impairment of long-lived assets for the six months ended June 30, 2016 and 2015, respectively, reducing the carrying value of these Aggregates segment assets to their estimated fair values of $0and $0. Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).

Note 6: Derivative Instruments

During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, and consistent with our risk management policies, we use derivative instruments to balance the cost and risk of such expenses. 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 cash flow hedges or fair value hedges. 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. 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.

CASH FLOW HEDGES

During 2007, we entered into fifteen forward starting interest rate locks on $1,500,000,000 of future debt issuances in order to hedge the risk of higher interest rates. Upon the 2007 and 2008 issuances of the related fixed-rate debt, underlying interest rates were lower than the rate locks and we terminated and settled these forward starting locks for cash payments of $89,777,000. This amount was booked to AOCI and is being amortized to interest expense over the term of the related debt.

This amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

		Three Months Ended		Six Months Ended
	Location on	June 30		June 30
in thousands	Statement	2016	2015	2016	2015
Cash Flow Hedges
Loss reclassified from AOCI	Interest
(effective portion)	expense	$          (497)	$       (5,094)	$          (983)	$       (8,815)

The loss reclassified from AOCI for the six months ended June 30, 2015 includes the acceleration of a proportional amount of the deferred loss in the amount of $7,208,000, referable to the debt purchases as described in Note 7.

For the 12-month period ending June 30, 2017, we estimate that $2,092,000 of the pretax loss in AOCI will be reclassified to earnings.

10

FAIR VALUE HEDGES

In June 2011, we issued $500,000,000 of 6.50% fixed-rate notes due in 2016 to refinance near term floating-rate debt. Concurrently, we entered into interest rate swap agreements in the stated amount of $500,000,000 to reestablish the pre-refinancing mix of fixed- and floating-rate debt. Under these agreements, we paid 6-month London Interbank Offered Rate (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 gain component of the settlement (cash proceeds less $1,995,000 of accrued interest) was added to the carrying value of the related debt and was amortized as a reduction to interest expense over the terms of the related debt using the effective interest method.

This deferred gain amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Gain on Settlement
Amortized to earnings as a reduction
to interest expense	$              0	$       2,000	$              0	$       2,513

The deferred gain was fully amortized in December 2015, concurrent with the retirement of the 10.125% notes due 2015.The amortized deferred gain for the six months ended June 30, 2015 includes the acceleration of a proportional amount of the deferred gain in the amount of $1,642,000 referable to the debt purchases as described in Note 7.

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Note 7: Debt

Debt is detailed as follows:

	Effective	June 30	December 31	June 30
in thousands	Interest Rates	2016	2015	2015
Short-term Debt
Bank line of credit expires 2020 1, 2, 3	n/a	$                  0	$                0	$     138,500
Total short-term debt		$                  0	$                0	$     138,500
Long-term Debt
Bank line of credit expires 20201, 2, 3	1.25%	$       235,000	$     235,000	$                0
10.125% notes due 2015	n/a	0	0	150,000
6.50% notes due 2016	n/a	0	0	0
6.40% notes due 2017	n/a	0	0	0
7.00% notes due 2018	7.87%	272,512	272,512	272,512
10.375% notes due 2018	10.63%	250,000	250,000	250,000
7.50% notes due 2021	7.75%	600,000	600,000	600,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
Industrial revenue bond due 2022	n/a	0	0	14,000
4.50% notes due 2025	4.65%	400,000	400,000	400,000
7.15% notes due 2037	8.05%	240,188	240,188	240,188
Other notes 3	6.24%	489	498	613
Unamortized discounts and debt issuance costs	n/a	(21,531)	(23,734)	(25,975)
Unamortized deferred interest rate swap gain 4	n/a	0	0	523
Total long-term debt including current maturities		$    1,982,658	$  1,980,464	$  1,907,861
Less current maturities		131	130	14,124
Total long-term debt		$    1,982,527	$  1,980,334	$  1,893,737
Total debt 5		$    1,982,658	$  1,980,464	$  2,046,361
Estimated fair value of long-term debt		$    2,272,149	$  2,204,816	$  2,140,942

1	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise.
2	The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.
3	Non-publicly traded debt.
4	The unamortized deferred gain was realized upon the August 2011 settlement of interest rate swaps as described in Note 6.
5	Face value of our debt is equal to total debt less unamortized discounts and debt issuance costs, and unamortized deferred interest rate swap gain, as follows: June 30, 2016 — $2,004,189 thousand, December 31, 2015 — $2,004,198 thousand and June 30, 2015 — $2,071,813 thousand.

Our total debt is presented in the table above net of unamortized discounts from par, unamortized deferred debt issuance costs and unamortized deferred interest rate swap settlement gain. Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $2,203,000 of net interest expense for these items for the six months ended June 30, 2016.

The estimated fair value of our debt presented in the table above was determined by: (1) averaging several asking price quotes for the publicly traded notes and (2) assuming par value for the remainder of the debt. The fair value estimates for the publicly traded notes were based on Level 2 information (as defined in Note 5) as of their respective balance sheet dates.

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LINE OF CREDIT

In June 2015, we cancelled our secured $500,000,000 line of credit and entered into an unsecured $750,000,000 line of credit (incurring $2,589,000 of transaction fees).

The line of credit agreement expires in June 2020 and contains affirmative, negative and financial covenants customary for an unsecured facility. The primary negative covenant limits our ability to incur secured debt. The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1, and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of June 30, 2016, we were in compliance with the line of credit covenants.

Borrowings on our line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend repayment beyond twelve months. Borrowings bear interest, at our option, at either LIBOR plus a credit margin ranging from 1.00% to 2.00%, or SunTrust Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.00% to 1.00%. The credit margin for both LIBOR and base rate borrowings is determined by either our ratio of debt to EBITDA or our credit ratings, based on the metric that produces the lower credit spread. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the credit margin for LIBOR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.10% to 0.35%determined by either our ratio of debt to EBITDA or our credit ratings, based on the metric that produces the lower fee. As of June 30, 2016, the credit margin for LIBOR borrowings was 1.25%, the credit margin for base rate borrowings was 0.25%, and the commitment fee for the unused amount was 0.15%.

As of June 30, 2016, our available borrowing capacity was $475,160,000. Utilization of the borrowing capacity was as follows:

§ $235,000,000 was borrowed

§ $39,840,000 was used to provide support for outstanding standby letters of credit

TERM DEBT

All of our term debt is unsecured. All such debt, other than the $489,000 of other notes, is governed by two essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt. As of June 30, 2016, we were in compliance with all of the term debt covenants.

In December 2015, we repaid our $150,000,000 10.125% notes due 2015 via borrowing on our line of credit. In August 2015, we repaid our $14,000,000 industrial revenue bond due 2022 via borrowing on our line of credit. These repayments did not incur any prepayment penalties.

In March 2015, we issued $400,000,000 of 4.50% senior notes due 2025. Proceeds (net of underwriter fees and other transaction costs) of $395,207,000 were partially used to fund the March 30, 2015 purchase, via tender offer, of $127,303,000 principal amount (32%) of the 7.00% notes due 2018. The March 2015 debt purchase cost $145,899,000, including an $18,140,000 premium above the principal amount of the notes and transaction costs of $456,000. The premium primarily reflects the trading price of the notes relative to par prior to the tender offer commencement. Additionally, we recognized $3,138,000 of net noncash expense associated with the acceleration of a proportional amount of unamortized discounts, deferred debt issuance costs, and deferred interest rate derivative settlement gains and losses. The combined first quarter 2015 charge of $21,734,000 is presented in the accompanying Condensed Consolidated Statement of Comprehensive Income as a component of interest expense for the six month period ended June 30, 2015.

The remaining net proceeds from the March 2015 debt issuance, together with cash on hand and borrowings under our line of credit, funded: (1) the April 2015 redemption of $218,633,000 principal amount (100%) of the 6.40% notes due 2017, (2) the April 2015 redemption of $125,001,000 principal amount (100%) of the 6.50% notes due 2016 and (3) the April 2015 purchase, via the tender offer commenced in March 2015 of $185,000 principal amount (less than 1%) of the 7.00% notes due 2018. The April 2015 debt purchases cost $385,024,000, including a $41,153,000 premium above the principal amount of the notes and transaction costs of $52,000. The premium primarily reflects the make-whole value of the 2016 notes and the 2017 notes. Additionally, we recognized $4,136,000 of net noncash expense associated with the acceleration of unamortized discounts, deferred debt issuance costs, and deferred interest rate derivative settlement gains and losses. The combined second quarter 2015 charge of $45,341,000 was a component of interest expense for the three and six month periods ended June 30, 2015.

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STANDBY LETTERS OF CREDIT

We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, typically renew automatically, and can only be modified or cancelled with the approval of the beneficiary. All of our standby letters of credit are issued by banks that participate in our $750,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of June 30, 2016 are summarized by purpose in the table below:

in thousands
Standby Letters of Credit
Risk management insurance	$       34,111
Reclamation/restoration requirements	5,729
Total	$       39,840

Note 8: Commitments and Contingencies

As summarized by purpose directly above in Note 7, our standby letters of credit totaled $39,840,000 as of June 30, 2016.

LITIGATION AND ENVIRONMENTAL MATTERS

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

We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period.

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, 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, other material legal proceedings are more specifically described below.

§ Lower Passaic River Study Area (Superfund Site) — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey. Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group) to a May 2007 Administrative Order on Consent (AOC) with the U.S. Environmental Protection Agency (EPA) to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River). However, before the draft RI/FS was issued in final form, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River. The EPA estimates that the cost of implementing this proposal is $1.38 billion. The Cooperating Parties Group draft RI/FS estimates the preferred remedial action presented therein to cost in the range of $475 million to $725 million.

Efforts to remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades. Vulcan formerly owned a chemicals operation near the mouth of the River, which was sold in 1974. The major risk drivers in the River have been identified as dioxins, PCBs, DDx and mercury. Vulcan did not manufacture any of these risk driversand has no evidence that any of these were discharged into the River by Vulcan.

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The AOC does not obligate us to fund or perform the remedial action contemplated by either the draft RI/FS or the ROD. Furthermore, the parties who will participate in funding the remediation and their respective allocations, have not been determined. Vulcan does not agree that a bank-to-bank remedy is warranted, and Vulcan is not obligated to fund any of the remedial action at this time; nevertheless, we previously estimated the cost to be incurred by us for a bank-to-bank dredging remedy and recorded an immaterial loss for this matter in 2015.

§ TEXAS BRINE MATTER — During the operation of its former Chemicals Division, Vulcan was the lessee to a salt lease from 1976 – 2005 in an underground salt dome formation in Assumption Parish, Louisiana. The Texas Brine Company (Texas Brine) operated this salt mine for the account of Vulcan. Vulcan sold its Chemicals Division in 2005 and assigned the lease to the purchaser, and Vulcan has had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed near the salt dome and numerous lawsuits were filed in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were also filed in August 2012 in federal court in the Eastern District of Louisiana in New Orleans.

There are numerous defendants to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Brine. Vulcan has since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisiana. The damages alleged in the litigation range from individual plaintiffs’ claims for property damage, to the state of Louisiana’s claim for response costs, to claims for physical damages to oil pipelines, to business interruption claims. In addition to the plaintiffs’ claims, Vulcan has also been sued for contractual indemnity and comparative fault by both Texas Brine and Occidental Chemical Co. (Occidental).  The total amount of damages claimed is in excess of $500 million. It is alleged that the sinkhole was caused, in whole or in part, by Vulcan’s negligent actions or failure to act. It is also alleged that Vulcan breached the salt lease, as well as an operating agreement and a drilling agreement with Texas Brine; that Vulcan is strictly liable for certain property damages in its capacity as a former assignee of the salt lease; and that Vulcan violated certain covenants and conditions in the agreement under which it sold its Chemicals Division in 2005. Vulcan has made claims for contractual indemnity, comparative fault, and breach of contract against Texas Brine, as well as claims for contractual indemnity and comparative fault against Occidental. Discovery is ongoing and the first trial date in any of these cases has been set for March 2017.At this time, we cannot reasonably estimate a range of liability pertaining to this matter.

§ HEWITT LANDFILL MATTER — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Vulcan to assess, monitor, cleanup and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. The CAO follows a 2014 Investigative Order from the RWQCB that sought data and a technical evaluation regarding the Hewitt Landfill, and a subsequent amendment to the Investigative Order requiring Vulcan to provide groundwater monitoring results to the RWQCB and to create and implement a work plan for further investigation of the Hewitt Landfill.In April 2016, Vulcan submitted an interim remedial action plan (IRAP) to the RWQCB, proposing a pilot test of a pump and treat system;  testing and implementation of a leachate recovery system; and storm water capture and conveyance improvements. Until this pilot testing and additional investigative work is complete, we are unable to estimate the cost of remedial action.

Vulcan is also engaged in an ongoing dialogue with the EPA, the Los Angeles Department of Water and Power, and other stakeholders regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.In July 2016, the EPA sent a letter to Vulcan requesting that we enter into an AOC for remedial design work at the NHOU including, but not limited to, the design of two groundwater extraction wells south of the Hewitt Landfill. We expect to have further discussions with the EPA regarding their request. At this time, we cannot reasonably estimate a range of liability pertaining to this matter.

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, or the verdict of a particular jury, 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. Legal costs incurred in defense of lawsuits are expensed as incurred. 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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Note 9: 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 something 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 six month periods ended June 30, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
ARO Operating Costs
Accretion	$        2,716	$        2,936	$        5,472	$        5,787
Depreciation	1,621	1,568	3,314	3,001
Total	$        4,337	$        4,504	$        8,786	$        8,788

ARO operating costs are reported in cost of revenues. 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		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Asset Retirement Obligations
Balance at beginning of period	$     220,581	$     238,689	$     226,594	$     226,565
Liabilities incurred	505	4,339	505	6,159
Liabilities settled	(5,450)	(1,270)	(10,320)	(8,000)
Accretion expense	2,716	2,936	5,472	5,787
Revisions, net	(1,309)	(9,775)	(5,208)	4,408
Balance at end of period	$     217,043	$     234,919	$     217,043	$     234,919

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Note 10: Benefit Plans

We sponsor three funded, noncontributory defined benefit pension plans. These plans cover substantially all employees hired prior to July 2007, other than those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan and the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides benefits equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. In December 2013, we amended our defined benefit pension plans so that future service accruals for salaried pension participants ceased effective December 31, 2013. This change included a special transition provision which allowed covered compensation through December 31, 2015 to be considered in the participants’ benefit calculations.

The following table sets forth the components of net periodic pension benefit cost:

PENSION BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$        1,336	$        1,212	$        2,672	$        2,425
Interest cost	9,126	11,036	18,252	22,073
Expected return on plan assets	(12,890)	(13,684)	(25,781)	(27,368)
Amortization of prior service cost (credit)	(10)	12	(21)	24
Amortization of actuarial loss	1,541	5,455	3,082	10,909
Net periodic pension benefit cost (credit)	$          (897)	$        4,031	$       (1,796)	$        8,063
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$        1,531	$        5,467	$        3,061	$      10,933

We do not expect to be required to makeany contributions to the qualified plans through 2017.

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level. Substantially all of our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits terminate when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65, whichever occurs first.

The following table sets forth the components of net periodic postretirement benefit cost:

OTHER POSTRETIREMENT BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$           280	$           474	$           561	$           947
Interest cost	303	626	605	1,243
Amortization of prior service credit	(1,059)	(1,058)	(2,118)	(2,116)
Amortization of actuarial (gain) loss	(437)	23	(875)	19
Net periodic postretirement benefit cost (credit)	$          (913)	$             65	$       (1,827)	$             93
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$       (1,496)	$       (1,035)	$       (2,993)	$       (2,097)

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Note 11: other Comprehensive Income

Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of other comprehensive income are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

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

	June 30	December 31	June 30
in thousands	2016	2015	2015
AOCI
Cash flow hedges	$       (13,899)	$       (14,494)	$       (14,997)
Pension and postretirement plans	(105,535)	(105,575)	(136,014)
Total	$     (119,434)	$     (120,069)	$     (151,011)

Changes in AOCI, net of tax, for the six months ended June 30, 2016 are as follows:

		Pension and
	Cash Flow	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balance as of December 31, 2015	$       (14,494)	$     (105,575)	$     (120,069)
Amounts reclassified from AOCI	595	40	635
Net current period OCI changes	595	40	635
Balance as of June 30, 2016	$       (13,899)	$     (105,535)	$     (119,434)

Amounts reclassified from AOCI to earnings, are as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Reclassification Adjustment for Cash Flow
Hedge Losses
Interest expense	$            497	$         5,094	$            983	$         8,815
Benefit from income taxes	(196)	(2,017)	(388)	(3,490)
Total	$            301	$         3,077	$            595	$         5,325
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Cost of revenues	$              27	$         3,643	$              55	$         7,175
Selling, administrative and general expenses	6	788	12	1,660
Benefit from income taxes	(13)	(1,734)	(27)	(3,457)
Total	$              20	$         2,697	$              40	$         5,378
Total reclassifications from AOCI to earnings	$            321	$         5,774	$            635	$       10,703

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Note 12: Equity

Our capital stock consists solely of common stock, par value $1.00 per share. Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation also authorizes preferred stock of which no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.

Changes in total equity are summarized below:

	Six Months Ended
	June 30
in thousands	2016	2015
Total Equity
Balance at beginning of year	$    4,454,188	$  4,176,699
Net earnings	142,674	8,484
Common stock issued
Share-based compensation, net of shares withheld for taxes	(30,253)	36,485
Purchase and retirement of common stock	(69,156)	0
Share-based compensation expense	10,832	9,679
Excess tax benefits from share-based compensation	23,749	11,457
Cash dividends on common stock ($0.40/$0.20 per share)	(53,338)	(26,549)
Other comprehensive income	635	10,703
Other	0	(1)
Balance at end of period	$    4,479,331	$  4,226,957

There were no shares held in treasury as of June 30, 2016, December 31, 2015 and June 30, 2015. Stock purchases were as follows:

§ six months ended June 30, 2016 – purchased and retired 636,659 shares for a cost of $69,156,000

§ twelve months ended December 31, 2015 – purchased and retired 228,000 shares for a cost of $21,475,000

§ six months ended June 30, 2015 – no shares were purchased

As of June 30, 2016, 2,546,757 shares may be purchased under the current purchase authorization of our Board of Directors.

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Note 13: Segment Reporting

We have four operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt Mix, Concrete and Calcium. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. Intersegment sales are made at local market prices for the particular grade and quality of product utilized in the production of asphalt mix and ready-mixed concrete. Management reviews earnings from the product line reporting segments principally at the gross profit level.

segment financial disclosure

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Total Revenues
Aggregates 1	$     791,497	$     733,379	$  1,426,365	$  1,236,888
Asphalt Mix	142,055	128,998	231,154	232,069
Concrete	81,246	78,598	151,643	138,387
Calcium	2,448	2,396	4,358	4,251
Segment sales	$  1,017,246	$     943,371	$  1,813,520	$  1,611,595
Aggregates intersegment sales	(60,421)	(48,228)	(101,968)	(85,159)
Total revenues	$     956,825	$     895,143	$  1,711,552	$  1,526,436
Gross Profit
Aggregates	$     254,008	$     207,285	$     402,392	$     274,950
Asphalt Mix	30,925	21,135	43,139	29,953
Concrete	6,146	4,892	9,623	5,702
Calcium	1,105	1,137	1,749	1,709
Total	$     292,184	$     234,449	$     456,903	$     312,314
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$       59,414	$       57,003	$     116,925	$     112,519
Asphalt Mix	4,136	4,098	8,368	8,007
Concrete	3,088	2,774	6,069	5,502
Calcium	196	164	379	326
Other	5,074	4,345	9,573	8,754
Total	$       71,908	$       68,384	$     141,314	$     135,108
Identifiable Assets 2
Aggregates			$  7,742,618	$  7,497,240
Asphalt Mix			237,546	319,284
Concrete			189,355	185,473
Calcium			5,565	5,520
Total identifiable assets			$  8,175,084	$  8,007,517
General corporate assets			23,127	113,630
Cash and cash equivalents			91,902	74,736
Total			$  8,290,113	$  8,195,883

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight, delivery and transportation revenues, and other revenues related to services.
2	Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

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Note 14: Supplemental Cash Flow Information

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

	Six Months Ended
	June 30
in thousands	2016	2015
Cash Payments
Interest (exclusive of amount capitalized)	$       67,679	$     134,215
Income taxes	64,556	31,755
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$       20,850	$       13,651
Amounts referable to business acquisitions
Liabilities assumed	0	2,426
Fair value of noncash assets and liabilities exchanged	0	20,000

Note 15: Goodwill

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the six month periods ended June 30, 2016 and 2015.

We have four reportable segments organized around our principal product lines: Aggregates, Asphalt Mix, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment from December 31, 2015 to June 30, 2016 are summarized below:

GOODWILL

in thousands	Aggregates	Asphalt Mix	Concrete	Calcium	Total
Goodwill
Total as of December 31, 2015	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824
Goodwill of acquired businesses	0	0	0	0	0
Goodwill of divested businesses	0	0	0	0	0
Total as of June 30, 2016	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824

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. A 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.

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Note 16: Acquisitions and Divestitures

ACQUISITIONS

Through the six months ended June 30, 2016, we purchased the assets of a trucking business to complement our aggregates logistics and distribution activities  for$1,611,000of cash consideration.

For the full year 2015, we purchased the following for total consideration of $47,198,000  ($27,198,000 cash and $20,000,000 exchanges of real property and businesses (twelve California ready-mixed concrete operations)):

§ one aggregates facility in Tennessee

§ three aggregates facilities and seven ready-mixed concrete operations in Arizona and New Mexico

§ thirteen asphalt mix operations, primarily in Arizona

DIVESTITURES AND PENDING DIVESTITURES

As noted above, in 2015 (first quarter), we exchanged twelve ready-mixed concrete operations in California (representing all of our California concrete operations) for thirteen asphalt mix plants (primarily in Arizona) resulting in a pretax gain of $5,886,000.

No assets met the criteria for held for sale at June 30, 2016, December 31, 2015 or June 30, 2015.

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

NET ASSET VALUE PER SHARE INVESTMENTSDuring the first quarter of 2016, we adopted Accounting Standards Update (ASU) 2015-07, “Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent).” This ASU removed the requirement to categorize investments within the fair value hierarchy when their fair value is measured using the net asset value per share practical expedient. This ASU also removed the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The impact of this standard is limited to our annualpension plan fair value disclosures.

ACCOUNTING STANDARDS PENDING ADOPTION

CREDIT LOSSES  In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration.ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

SHARE-BASED PAYMENTS  In March 2016, the FASB issued ASU 2016-09, “Improvement to Employee Share-Based Payment Accounting,” which amends several aspects of the accounting for employee share-based payment transactions. Entities will be required to recognize the income tax effects of awards in the income statement when the awards vest or are settled (i.e., the use of APIC pools will be eliminated). Additionally, the guidance changes the employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

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LEASE ACCOUNTING  In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows.  This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required.We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements and related disclosures.

CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS  In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain aspects of current guidance on the recognition, measurement and disclosure of financial instruments. Among other changes, this ASU requires most equity investments be measured at fair value. Additionally, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for instruments not recognized at fair value in our financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2018. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

INVENTORY MEASUREMENT  In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which changes the measurement principle for inventory from the lower of cost or market principle to the lower of cost and net realizable value principle. The guidance applies to inventories that are measured using the first-in, first-out (FIFO) or average cost method, but does not apply to inventories that are measured using the last-in, first-out (LIFO) or retail inventory method. We use the LIFO method for approximately 67% of our inventory (based on the December 31, 2015 balances); therefore, this ASU will not apply to the majority of our inventory. This ASU is effective prospectively for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2017. While we are still evaluating the impact of ASU 2015-11, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

GOING CONCERN  In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. Early adoption is permitted. We will adopt this standard as of and for the annual period ending December 31, 2016. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

REVENUE RECOGNITION  In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This ASU provides a more robust framework for addressing revenue issues and expands required revenue recognition disclosures. In March 2016, the FASB issued ASU 2016-08, “Revenue From Contracts With Customers: Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),” which amends the principal versus agent guidance in ASU 2014-09. The amendments in ASU 2016-08 provide guidance on recording revenue on a gross basis versus a net basis based on the determination of whether an entity is a principal or an agent when another party is involved in providing goods or services to a customer. These ASUsare effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Further, in applying these ASUs an entity is permitted to use either the full retrospective or cumulative effect transition approach. We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and determining our transition method.

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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) and a major producer of asphalt mix and ready-mixed concrete.

Demand for our products is dependent on construction activity and correlates positively with changes in population growth, household formation and employment. 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, rendering them uncompetitive compared to locally produced 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 quarries that have access to long-haul transportation — 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 in many metropolitan markets 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 our long-term success.

While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate acceptable financial returns. We produce and sell asphalt mix and/or ready-mixed concrete primarily in our mid-Atlantic, Georgia,Southwestern and Western markets. Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. In all of these downstream businesses, aggregates are primarily supplied 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,demographic and population fluctuations, and particularly to cyclical swings in construction spending, primarily in the private sector.

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EXECUTIVE SUMMARY

Financial highlights for second Quarter 2016

Compared to second quarter 2015:

§ Total revenues increased $61.7 million, or 7%, to $956.8 million

§ Gross profit increased $57.7million, or 25%, to $292.2 million

§ Aggregates segment sales increased $58.1 million, or 8% to $791.5 million and Aggregates freight-adjusted revenues increased $56.4 million, or 10%, to $614.8 million

§ Shipments increased 3%, or 1.3 million tons, to 48.8 million tons

§ Freight-adjusted sales price increased 7%

§ Segment gross profit increased $46.7 million, or 23%, to $254.0 million

§ Incremental gross profit as a percentage of freight-adjusted revenues was 83%

§ Asphalt Mix, Concrete and Calcium segment gross profit improved 41%, or $11.0 million, collectively

§ Selling, Administrative and General (SAG) increased  $13.5 million andincreased 0.9percentage points (90 basis points) as a percentage of total revenues

§ Earnings from continuing operations were $126.3 million, or $0.93 per diluted share, compared to $49.8 million, or $0.37 per diluted share

§ Discrete items in the second quarter of 2016 include:

§ a pretax gain of $11.0 million forbusiness interruption claims

§ a pretax charge of $4.2 million associated with acquisitions and divestitures

§ a pretax loss on impairment of $0.9 million

§ Discrete items in the second quarter of 2015 include:

§ a pretax charge of $2.6 million associated with acquisitions and divestitures

§ a pretax loss on impairment of $5.2 million

§ a pretax charge of $1.3 million for restructuring

§ a pretax charge of $45.3 million for debt purchase

§ Net earnings were $123.8 million, an increase of $75.6 million, or 157%

§ Adjusted EBITDA was $279.8 million, an increase of $49.0 million, or 21%

Our second quarter results reflect continued strong earnings growth and margin expansion despitebelow-trend shipment growth due to extremely wet weatherand slower than expected large project starts. These factorsimpacted shipments in several key markets, particularly during May. Compared with the prior year’s second quarter, aggregates shipments rose 1.3 million tons, or 3%, and freight-adjusted aggregates pricing increased $0.84 per ton, or 7%.For the first half of 2016, aggregates shipments grew 9% over the same period in 2015, while freight-adjusted aggregates pricing increased 8%. Second quarter aggregates gross profit increased 23% on 3% growth in shipments and 7% growth in freight-adjusted pricing. Net earnings for the second quarter increased 157% and Adjusted EBITDA increased 21% versus the prior yearas gross profit margins improved significantly in the Aggregates, Asphalt Mix and Concrete segments.

The fundamentals of our aggregates-focused business remain attractive, and we are reaffirming our full year Adjusted EBITDA guidanceof $1.0 to $1.1 billion (information reconciling forward-looking Adjusted EBITDA to the comparable GAAP financial measures is unavailable without unreasonable effort, as discussed in the following Reconciliation of Non-GAAP Financial Measures section). Weather patterns and the timing of large project activity have led to higher month-to-month and state-to-state variability in our shipments, somewhat masking the continued recovery in construction materials demand across our footprint. In several markets, higher levels of public funding for transportation and other infrastructure have yet to convert into construction activity, creating a “lull” in materials shipments to these end uses. In addition, some markets may have seen a portion of second quarter shipment activity pulled forward into the first quarter. Taken in total, however, our first half aggregates shipment growth of 9% was roughly in line with recent trend. Longer-term project pipelines appear healthy, and the foundations for sustained, multi-year volume and pricing growth remain in place.

Importantly, our teams continued to manage costs, pricing and product mix well in the quarter. They improved per-ton gross profit in our Aggregates segment by almost 20% despite relatively modest shipment growth and uneven production schedules. These disciplines, and the resulting improvements to our customer service and profitability, reinforce our confidence in both our 2016 and longer-term Adjusted EBITDA outlooks.

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At the end of the second quarter, total debt outstanding was approximately $2 billion, including $235.0 million of floating-rate borrowings. The quarter end cash balance was $91.9 million.

As of June 30, cash capital expenditures were $199.8 million, including $50.3 million invested in the purchase of two replacement ships to transport aggregates from our high-volume quarry in Mexico, as well as new site development and investment in other growth opportunities. For the full year, core capital expenditures are expected to be approximately $275 million. Internal growth capital investments, excluding acquisitions, are expected to be approximately $125 million.

During the first half of 2016, we returned $122.5 million to shareholders through dividends and share repurchases.

The strong fundamentals of our aggregates-focused business and the outstanding performance of our teams led to strong earnings growth in 2015 and that momentum has continued through the first half of 2016. Unit profitability continues to improve and incremental margins remain strong in our Aggregates, Asphalt Mix and Concrete segments, off-setting some risks to our full year volume outlook. Although we still expect full year aggregates shipments to exceed 190 million tons, two key factors will be important to realizing full year shipment growth of 8% to 9%: (1) the ability of our customers to recover weather-delayed volume from the second quarter, which can be a challenge in a growing market, and(2) the absence of further delays in several large projects in key markets. And, as always, fourth quarter weather and the ultimate length of the construction season can impact our shipments in a given year.

Importantly, the volatility in volume growth rates that we have experienced recently relates primarily to the timing of shipments (i.e., in which month or quarter they occur) and not to the longer-term health of the recovery in demand. Our first half 2016 results and full year outlook are aligned with our longer range market expectations and performance goals. Since the beginning of this recovery in the second half of 2013, our teams’ efforts have resulted in trailing twelve months aggregates gross profit increasing nearly $525 million on a 45 million ton  increase in annualized shipments. We remain on track to deliver further gains in profitability and cash flow as the recovery moves forward.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Gross profit  margin excluding freight and delivery revenues is not a Generally Accepted Accounting Principle (GAAP) measure. We present this metric as it is consistent with the basis by which we review our operating results. Likewise, we believe that this presentation is consistent with the basis by which investors analyze our operating results considering that freight and delivery services represent pass-through activities. Reconciliation of this metric to its nearest GAAP measure is presented below:

gross profit margin in accordance with gaap

	Three Months Ended		Six Months Ended
	June 30		June 30
dollars in millions	2016	2015	2016	2015
Gross profit	$        292.2	$        234.4	$        456.9	$        312.3
Total revenues	$        956.8	$        895.1	$     1,711.6	$     1,526.4
Gross profit margin	30.5%	26.2%	26.7%	20.5%

gross profit margin excluding freight and delivery revenues

	Three Months Ended		Six Months Ended
	June 30		June 30
dollars in millions	2016	2015	2016	2015
Gross profit	$        292.2	$        234.4	$        456.9	$        312.3
Total revenues	$        956.8	$        895.1	$     1,711.6	$     1,526.4
Freight and delivery revenues 1	142.3	136.5	263.6	242.9
Total revenues excluding freight and delivery revenues	$        814.5	$        758.6	$     1,448.0	$     1,283.5
Gross profit margin excluding
freight and delivery revenues	35.9%	30.9%	31.6%	24.3%

1  Includes freight to remote distribution sites.

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Aggregates segment gross profit  margin as a percentage of freight-adjusted revenues is not a GAAP measure. We present this metric as it is consistent with the basis by which we review our operating results. We believe that this presentation is meaningful to our investors as it excludes freight, delivery and transportation revenues, which are pass-through activities. It also excludes immaterial other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business.Incremental gross profit as a percentage of freight-adjusted revenues represents the year-over-year change in gross profit divided by the year-over-year change in freight-adjusted revenues. Reconciliations of these metrics to their nearest GAAP measures are presented below:

Aggregates segment gross profit margin in accordance with gaap

	Three Months Ended		Six Months Ended
	June 30		June 30
dollars in millions	2016	2015	2016	2015
Aggregates segment
Gross profit	$        254.0	$        207.3	$        402.4	$        275.0
Segment sales	$        791.5	$        733.4	$     1,426.4	$     1,236.9
Gross profit margin	32.1%	28.3%	28.2%	22.2%
Incremental gross profit margin	80.4%		67.3%

Aggregates segment gross profit as a percentage of
freight-adjusted revenues

	Three Months Ended		Six Months Ended
	June 30		June 30
dollars in millions	2016	2015	2016	2015
Aggregates segment
Gross profit	$        254.0	$        207.3	$        402.4	$        275.0
Segment sales	$        791.5	$        733.4	$     1,426.4	$     1,236.9
Less
Freight, delivery and transportation revenues 1	173.4	170.5	317.1	287.9
Other revenues	3.3	4.5	7.6	10.7
Freight-adjusted revenues	$        614.8	$        558.4	$     1,101.7	$        938.3
Gross profit as a percentage of
freight-adjusted revenues	41.3%	37.1%	36.5%	29.3%
Incremental gross profit as a percentage of
freight-adjusted revenues	82.8%		78.0%

1  At the segment level, freight, delivery and transportation revenues include intersegment freight & delivery revenues, which are eliminated at the consolidated level.

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GAAP does not define "cash gross profit" and “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA). Thus, cash gross profit and EBITDA should not be considered as alternatives to earnings measures defined by GAAP. We present these metrics for the convenience of investment professionals who use such metrics in their analysesand for shareholders who need to understand the metrics we use to assess performance. The investment community often uses these metrics as indicators of a company's ability to incur and service debt and to assess the operating performance of a company’s businesses. We use cash gross profit and EBITDA to assess the operating performance of our various business units and the consolidated company. Additionally, we adjust EBITDA for certain items to provide a more consistent comparison of performance from period to period.  We do not use these metrics as a measure to allocate resources. Reconciliations of these metrics to their nearest GAAP measures are presented below:

cash gross profit

Cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization (DDA&A) to gross profit. Cash gross profit per ton is computed by dividing cash gross profit by tons shipped.

	Three Months Ended		Six Months Ended
	June 30		June 30
in millions, except per ton data	2016	2015	2016	2015
Aggregates segment
Gross profit	$        254.0	$        207.3	$        402.4	$        275.0
DDA&A	59.4	57.0	116.9	112.5
Aggregates segment cash gross profit	$        313.4	$        264.3	$        519.3	$        387.5
Unit shipments - tons	48.8	47.5	88.0	81.0
Aggregates segment cash gross profit per ton	$          6.43	$          5.57	$          5.90	$          4.79
Asphalt Mix segment
Gross profit	$          30.9	$          21.1	$          43.1	$          29.9
DDA&A	4.1	4.1	8.4	8.0
Asphalt Mix segment cash gross profit	$          35.0	$          25.2	$          51.5	$          37.9
Concrete segment
Gross profit	$            6.1	$            4.9	$            9.6	$            5.7
DDA&A	3.1	2.8	6.1	5.5
Concrete segment cash gross profit	$            9.2	$            7.7	$          15.7	$          11.2
Calcium segment
Gross profit	$            1.1	$            1.1	$            1.7	$            1.7
DDA&A	0.2	0.2	0.4	0.3
Calcium segment cash gross profit	$            1.3	$            1.3	$            2.1	$            2.0

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EBITDA and adjusted ebitda

EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortizationand excludes discontinued operations.We adjust EBITDA for certain items to provide a more consistent comparison of performance from period to period.

	Three Months Ended		Six Months Ended
	June 30		June 30
in millions	2016	2015	2016	2015
Net earnings	$        123.8	$          48.2	$        142.7	$            8.5
Provision for income taxes	54.2	19.9	64.0	5.8
Interest expense, net	33.3	83.7	67.1	146.1
Loss on discontinued operations, net of tax	2.5	1.7	4.3	4.7
EBIT	213.8	153.5	278.1	165.1
Depreciation, depletion, accretion and amortization	71.9	68.2	141.3	135.1
EBITDA	$        285.7	$        221.7	$        419.4	$        300.2
Gain on sale of real estate and businesses	$            0.0	$            0.0	$            0.0	$           (5.9)
Business interruption claims recovery	(11.0)	0.0	(11.0)	0.0
Charges associated with acquisitions and divestitures	4.2	2.6	16.5	5.0
Impairment of long-lived assets	0.9	5.2	10.5	5.2
Restructuring charges	0.0	1.3	0.3	4.1
Adjusted EBITDA	$        279.8	$        230.8	$        435.7	$        308.6
Depreciation, depletion, accretion and amortization	(71.9)	(68.2)	(141.3)	(135.1)
Adjusted EBIT	$        207.9	$        162.6	$        294.4	$        173.5

Adjusted EBITDA for 2015 has been revised to conform with the 2016 presentation which no longer includes an adjustment for amortization of deferred revenue.Adjusting for this item is no longer meaningful as all periods presented include amortization of deferred revenue at amounts that are substantially equivalent.

A reconciliation of Non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not available without unreasonable effort. We are unable to predict with reasonable certainty the outcome of legal proceedings, charges associated with acquisitions and divestitures, impairment of long-lived assets and other unusual gains and losses.

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RESULTS OF OPERATIONS

Total revenues include sales of products to customers, net of any discounts and taxes, and freight and delivery revenues billed to customers. Related freight and delivery costs are included in cost of revenues. This presentation is consistent with the basis on which we review our consolidated results of operations. We discuss separately our discontinued operations, which consist of our former Chemicals business.

The following table highlights significant components of our consolidated operating results including  EBITDA and Adjusted EBITDA.

consolidated operating Result highlights

	Three Months Ended		Six Months Ended
	June 30		June 30
in millions, except per share data	2016	2015	2016	2015
Total revenues	$        956.8	$        895.1	$     1,711.6	$     1,526.4
Cost of revenues	664.6	660.7	1,254.7	1,214.1
Gross profit	$        292.2	$        234.4	$        456.9	$        312.3
Selling, administrative and general expenses	82.7	69.2	159.1	136.0
Gain on sale of property, plant & equipment
and businesses	0.4	0.2	0.9	6.6
Operating earnings	213.8	153.8	278.7	164.5
Interest expense, net	33.3	83.7	67.1	146.1
Earnings from continuing operations
before income taxes	180.5	69.7	211.0	18.9
Earnings from continuing operations	126.3	49.8	147.0	13.2
Loss on discontinued operations,
net of taxes	(2.5)	(1.6)	(4.3)	(4.7)
Net earnings	$        123.8	$          48.2	$        142.7	$            8.5
Basic earnings (loss) per share
Continuing operations	$          0.95	$          0.37	$          1.10	$          0.10
Discontinued operations	(0.02)	(0.01)	(0.03)	(0.04)
Basic net earnings per share	$          0.93	$          0.36	$          1.07	$          0.06
Diluted earnings (loss) per share
Continuing operations	$          0.93	$          0.37	$          1.09	$          0.10
Discontinued operations	(0.02)	(0.01)	(0.04)	(0.04)
Diluted net earnings per share	$          0.91	$          0.36	$          1.05	$          0.06
EBITDA	$        285.7	$        221.7	$        419.4	$        300.2
Adjusted EBITDA	$        279.8	$        230.8	$        435.7	$        308.6

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SECOND quarter 2016 Compared to SECOND Quarter 2015

Second quarter 2016 total revenues were $956.8million, up 7% from the second quarter of 2015. Shipments increased in aggregates (+3%), asphalt mix (+1%) and ready-mixed concrete(+1%). Diesel fuel expenditures were $7.1 million lower, with most of this benefit realized in the Aggregates segment.

Net earnings for the second quarter of 2016were$123.8million, or $0.91per diluted share, compared to $48.2 million, or $0.36 per diluted share, in the second quarter of 2015. Each period’s results were impacted by discrete items, as follows:

§ Net earnings for the  second quarter of 2016 include a pretax gain of $11.0 million from business interruption claims, pretaxcharges of $4.2 million associated with acquisitions and divestitures, and a $0.9 million pretax asset impairment loss

§ Net earnings for the second quarter of 2015 include pretax charges of $2.6 million associated with acquisitions and divestitures, a $5.2 million pretax asset impairment loss, a $1.3 million pretax charge for restructuring, and a pretax loss on debt purchase of $45.3 million presented as a component of interest expense (see Note 7 to the condensed consolidated financial statements)

Continuing Operations — Changes in earnings from continuing operations before income taxes for the second quarter of 2016 versus the second quarter of 2015 are summarized below:

earnings from continuing operations before income taxes

in millions
Second quarter 2015	$       69.7
Higher aggregates gross profit	46.7
Higher asphalt mix gross profit	9.8
Higher concrete gross profit	1.3
Lower calcium gross profit	0.0
Higher selling, administrative and general expenses	(13.5)
Higher gain on sale of property, plant & equipment and businesses	0.1
Higher business interruption claims recovery	11.0
Lower impairment charges	4.3
Lower restructuring charges	1.3
Lower interest expense, net	50.3
All other	(0.5)
Second quarter 2016	$     180.5

Aggregates segment sales were $791.5 million, up 8%, from the prior year’s second quarter while aggregates freight-adjusted revenues were $614.8 million, up 10%. Second quarter total aggregates shipments increased 3%, or 1.3 million tons, compared to the second quarter of 2015. As previously noted, weather patterns and the timing of large projects led to highly variable second quarter shipment results across our markets. Many of our key states realized strong double-digit volume growth, including markets in Georgia, Florida, North Carolina and South Carolina. In contrast, Texas shipments fell 13%— with particular weakness in the coastal region, where year-over-year shipments fell by more than 30%. Shipments in California, Illinois and Virginia also declined by high-single digits. Weather and other factors most severely impacted shipments in May, during which our average daily shipment rates were approximately 5% below the prior year. By comparison, our April and June daily shipping rates were approximately 8% and 6% ahead of the prior year, respectively.

For the trailing twelve months, shipments rose 9% over the year-earlier period. This was the twelfth consecutive quarter in which the rate of shipments increased, as measured on a trailing twelve months basis. Despite these recent gains, demand for aggregates remains well below demographic-driven historical levels in the U.S. We believe conditions remain in place for a sustained, multi-year recovery in demand for aggregates, although quarter-to-quarter trends may vary significantly.

For the quarter, freight-adjusted average sales price for aggregates increased 7%, or $0.84 per ton, versus the prior year. Geographic and product mix factors had a slightly negative impact on our average sales price and the rate of price growth in the quarter. On a trailing twelve months basis, pricing in all of our major markets has increased versus the prior year’s comparable period. The overall pricing climate remains favorable as construction materials producers stay focused on earning adequate returns on capital.

Second quarter unit cost of sales (freight-adjusted) in the Aggregates segment was flat versus the prior year’s second quarter. Excluding the benefits of lower unit costs for diesel fuel, unit costs were approximately 2%  higher in the quarter. For

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the trailing twelve months, unit cost of sales (freight-adjusted), excluding the impact of lower diesel costs, was essentially flat. These results reflect our continued commitment to plant-level cost controls and operating disciplines.

Aggregates segment unit margins continued to increase. Gross profit per ton increased $0.84, or 19%, from the prior year’s second quarter. Cash gross profit per ton increased $0.86, or 15%, from the prior year. On a trailing twelve months basis, unit gross profit has increased 31% to $4.77 per ton, while unit cash gross profit has increased 21% to $6.02 per ton.

For the quarter, our Aggregates segment gross profit flow-through rate was strong. Freight-adjusted revenues increased $56.4 million, while gross profit for the segment increased $46.7 million. Incremental gross profit was 83% of incremental freight-adjusted revenues. Because quarterly results can vary significantly due to seasonality and other factors, we encourage investors to also consider longer-term trends. On a trailing twelve months same-store basis, this flow-through rate has consistently exceeded our stated goal of 60% beginning in the first quarter of 2014.

Asphalt Mix segment gross profit was $30.9 million in the second quarter of 2016 versus $21.1 million in the prior year. This year-over-year improvement was due to solid sales and operating disciplines as well as effective materials margin management. Total volumes increased 1% and pricing was flat versus the prior year. Large-project delays negatively impacted volumes in the quarter, including in California.

Concrete segment gross profit was $6.1 million compared to  $4.9 million in the prior year’s secondquarter. Sales volumes increased 1% versus the prior year, with weather negatively impacting our concrete operations in Virginia and Maryland. Unit margins, as measured by gross profit per cubic yard delivered, were well ahead of the prior year period.

Our Calcium segment reported gross profit of $1.1 million in the second quarter of 2016,  in-line with the prior year.

SAG expenses increased $13.5 million versus the prior year. The year-over-year increase resulted primarily from certain compensation-related charges during the second quarter of 2016 as a result of the significant improvement in our business performance and stock price, and investments to enhance our sales initiatives. For the year, SAG expense should approximate $310 million and continue to decline as a percentage of total revenues.

Gain on sale of property, plant & equipment and businesses was $0.4 million in the second quarter of 2016 compared to $0.2 million in the second quarter of 2015.

During the second quarter of 2016, we settled 17 of 22 business interruption claims related to the 2010 Gulf Coast oil spill, resulting in a gain of $11.0 million.

We recorded $0.9 million and $5.2 million of losses on impairment of long-lived assets for the second quarters of 2016 and 2015, respectively. During the second quarter of 2016, we wrote off $0.9 million of nonrecoverable project costs related to two Aggregates segment capital projects that we no longer intend to complete. During the second quarter of 2015, we did not renew an Aggregates segment lease on a land parcel in California resulting in a $5.2 million charge for impairment of long-lived assets related to the associated reclamation obligation.

There were no restructuring chargesin the second quarter of 2016 compared to $1.3 million in the second quarter of 2015. See Note 1 to the condensed consolidated financial statements for an explanation of these costs.

Other operating expense, generally consisting of various cost items not included in cost of revenues, was $6.2 million in the second quarter of 2016 versus $5.3 million in the second quarter of 2015.  The year-over-year increase resulted mostly from $3.8 million of the aforementioned $4.2 million of discrete charges associated with acquisitions and divestitures (the remainder, $0.4 million of business development costs, was charged to SAG expense). These discrete items are composed of a pension withdrawal settlement revision ($1.5 million) and environmental liability accruals associated with previously divested properties ($2.3 million).

Net interest expense was $33.3 million in the second quarter of 2016 compared to $83.7 million in 2015.The lower interest expense is due mostly to the second quarter 2015 debt refinancing charges of $45.3 million described in Note 7 to the condensed consolidated financial statements.

Income taxexpense from continuing operations was  $54.2million in the second quarter of 2016 compared to $19.9 million in the second quarter of 2015.  The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

Earningsfrom continuing operations were $0.93 per diluted share in the second quarter of 2016compared to $0.37 per diluted share in the second quarter of 2015.

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Discontinued Operations — Second quarter pretax loss from discontinued operations was $4.2million in 2016 and $2.7 million in 2015. Both periods include charges related to 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 june 30, 2016 Compared to year-to-date june 30, 2015

Total revenues for the first six months of 2016 were $1,711.6million, up 12% from the first six months of 2015. Shipments increased in aggregates (+9%) and ready-mixed concrete(+6%) while they were down slightly in asphalt mix (-1%). Diesel fuel expenditures were $13.5 million lower, with most of this benefit realized in the Aggregates segment.

Net earnings for the first six months of 2016were$142.7million, or $1.05per diluted share, compared to $8.5 million, or $0.06 per diluted share, in the first six months of 2015. Each period’s results were impacted by discrete items, as follows:

§ Net earnings for the  first six months of 2016 include a pretax gain of $11.0 million from business interruption claims, pretaxcharges of $16.5 million associated with acquisitions and divestitures, pretax charges of $10.5 million from asset impairment losses and a $0.3 million pretax charge for restructuring

§ Net earnings for the first six months of 2015 include a pretax gain of $1.0 million (net of $4.9 million of charges associated with acquisitions and divestitures) related to the sale of real estate and businesses, a $4.1 million pretax charge for restructuring, a $5.2 million pretax asset impairment loss, and a pretax loss on debt purchases of $67.1 million presented as a component of interest expense (see Note 7 to the condensed consolidated financial statements)

Continuing Operations — Changes in earnings from continuing operations before income taxes for year-to-date June 30, 2016 versus year-to-date June 30, 2015 are summarized below:

earnings from continuing operations before income taxes

in millions
Year-to-date June 30, 2015	$       18.9
Higher aggregates gross profit	127.4
Higher asphalt mix gross profit	13.2
Higher concrete gross profit	3.9
Higher calcium gross profit	0.0
Higher selling, administrative and general expenses	(23.2)
Lower gain on sale of property, plant & equipment and businesses	(5.7)
Higher business interruption claims recovery	11.0
Higher impairment charges	(5.3)
Lower restructuring charges	3.8
Lower interest expense, net	79.1
All other	(12.1)
Year-to-date June 30, 2016	$     211.0

Gross profit for our Aggregates segment was $402.4 million for the first six months of 2016 versus $275.0 million in 2015. Aggregates segment sales of $1,426.4 million were up 15% from the prior year’s first half, while aggregates freight-adjusted revenues  of $1,101.7 million were up 17%.  First halfaggregates shipments increased 9%, or 7.0 million tons, compared to the prior year — the level of increase was muted by wet weather and the timing of large projects in a number of our markets during the second quarter of 2016.Freight-adjusted average sales price for aggregates increased 8%, or $0.93 per ton, versus the first half of 2015, with all major markets realizing price improvement. First half 2016 unit cost of sales (freight-adjusted) in the Aggregates segment was down 3% versus the prior year’s first half;excluding the benefits of lower unit costs for diesel fuel, unit costs were down 1%. Gross profit per ton increased $1.17, or 34%, from the prior year’s first half.

For the first half, our Aggregates segment gross profit flow-through was strong. Freight-adjusted revenues increased $163.4 million, while gross profit for the segment increased $127.4 million. Thus, incremental gross profit was 78% of incremental freight-adjusted revenues.

Asphalt Mix segment gross profit of $43.1 million was up $13.2 million from the first six months of 2015. This improvement resulted fromeffective materials margin management as volume and pricing were both down 1%.

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Concrete segment gross profit was $9.6 million for the first six months of 2016, an improvement of $3.9 million from the prior year. This improvement resulted from increased ready-mix concrete volumes (+6%) and pricing (+3%).

Our Calcium segment reported gross profit of $1.7 million in the first half of 2016, consistent with the prior year.

SAG expenses increased $23.2 million and 0.4 percentage points (40 basis points) as a percentage of total revenues. The increase was due primarily to certain compensation-rated charges in 2016 as a result of the significant improvement in our business performance and stock price, and investments to enhance our sales initiatives.

Gain on sale of property, plant & equipment and businesses was $0.9 million in the first six months of 2016 compared to $6.6 million in the first six months of 2015.

As previously discussed, during the first six months of 2016, we  recognized a gain of $11.0 million related to business interruption claimsfrom the 2010 Gulf Coast oil spill.

We recorded $10.5 million and $5.2 million of losses on impairment of long-lived assets for the six months ended June 30, 2016 and 2015, respectively.  During the second quarter of 2016, we wrote off $0.9 million of nonrecoverable project costs related to two Aggregates segment capital projects that we no longer intend to complete. During the first quarter of 2016, we terminated a nonstrategic aggregates site lease we no longer intended to develop resulting in a $9.6 million charge for impairment of long-lived assets. During the second quarter of 2015, we did not renew an Aggregates segment lease on a land parcel in California resulting in a $5.2 million charge for impairment of long-lived assets related to the associated reclamation obligation (see Note 5 to the condensed consolidated financial statements).

Restructuring chargeswere $0.3million in the first six months of 2016 compared to $4.1 million in the first six months of 2015. See Note 1 to the condensed consolidated financial statements for an explanation of these costs.

Other operating expense, generally consisting of various cost items not included in cost of revenues, was $20.1million in the first six months of 2016 versus $9.2 million in the first six months of 2015.  The year-over-year increase resulted mostly from $15.7 million of the aforementioned $16.5 million of discrete charges associated with acquisitions and divestitures (the remainder, $0.8 million of business development costs, was charged to SAG expense). These discrete items are composed of charges associated with office space no longer needed and vacated ($5.2 million), the write-off of a prepaid royalty asset resulting from a change in long-term mining plans ($3.6 million), a property litigation settlement ($1.9 million), a pension withdrawal settlement revision ($1.5 million) and environmental liability accruals associated with previously divested properties ($3.5 million).

Net interest expense was $67.1 million in the first six months of 2016 compared to $146.1million in 2015.The lower interest expense is due mostly to the 2015 debt refinancing charges of $67.1 million described in Note 7 to the condensed consolidated financial statements.

Income taxexpense from continuing operations was  $64.0million in the firstsix months of 2016 compared to $5.8 million in the firstsix months of 2015.  The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

Earningsfrom continuing operations were $1.09 per diluted share in the first six months of 2016compared to $0.10 per diluted share in the prior year.

Discontinued Operations — Year-to-date June pretax loss from discontinued operations was $7.2million in 2016 and $7.7 million in 2015. Both periods include charges related to 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.

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LIQUIDITY AND FINANCIAL RESOURCES

Our primary sources of liquidity are cash provided by our operating activities and a substantial, committed bank line of credit.Additional sources of capital include access to the capital markets, the sale of reclaimed and surplus real estate, and dispositions of non-strategic operating assets. We believe these financial resources are sufficient to fund our business requirements for 2016, including:

§ cash contractual obligations

§ capital expenditures

§ debt service obligations

§ dividend payments

§ potential share repurchases

§ potential acquisitions

We actively manage our capital structure and resources in order to minimize the cost of capital while properly managing financial risk. We seek to meet these objectives by adhering to the following principles:

§ maintain substantial bank line of credit borrowing capacity

§ proactively manage our long-term debt maturity schedule such that repayment/refinancing risk in any single year is low

§ minimize financial and other covenants that limit our operating and financial flexibility

§ opportunistically access the capital markets when conditions and terms are favorable

Cash

Included in our June 30, 2016cash and cash equivalents balance of $91.9million is $57.7 million of cash held at one of our foreign subsidiaries. All of this $57.7 million of cash relates to earnings that are indefinitely reinvested offshore. Use of this cash is currently limited to our foreign operations.

cash from operating activities

	Six Months Ended
	June 30
in millions	2016	2015
Net earnings	$          142.7	$              8.5
Depreciation, depletion, accretion and amortization (DDA&A)	141.3	135.1
Net earnings before noncash deductions for DDA&A	$          284.0	$          143.6
Net gain on sale of property, plant & equipment and businesses	(0.9)	(6.6)
Cost of debt purchase	0.0	67.1
Other operating cash flows, net 1	(180.6)	(139.5)
Net cash provided by operating activities	$          102.5	$            64.6

1 Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $102.5 million during the six months ended June 30, 2016, $37.9 million higher than the same period of 2015. This increase was primarily attributable to the $134.2 million increase in net earnings, $67.1 million of which was due to the first half 2015 charges associated with debt purchases (see Note 7 to the condensed consolidated financial statements).  Cash paid for this debt purchase is presented as a component of financing activities.

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cash from investing activities

Net cash used for investing activities was $195.9 million during the first six months of 2016, a $28.9 million increase compared to the same period of 2015. We invested $199.8 million in our existing operations in the first half of 2016, a $51.0 million increase compared to the prior year. Of this $199.8 million, $50.3 million was invested in shipping capacity replacement, new site developments and other growth opportunities. Additionally, during the first half of 2015, we acquired three aggregates facilities and seven ready-mixed concrete operations in Arizona and New Mexico for $21.4 million.

cash from financing activities

Net cash used for financing activities in the first six months of 2016 was $98.8 million, a decrease of $134.6 million from the cash provided by financing activities in the same period of 2015. This large decrease was primarily attributable to a $95.9 million increase in return of capital to our investors via dividends and share repurchases. Finally, there were no proceeds from the exercise of employee stock options in 2016 (compared to $50.8 million in the first half of 2015) as only stock-only stock appreciation rights (SOSARs) remained outstanding at the beginning of the year.

debt

Certain debt measures are outlined below:

	June 30		December 31		June 30
dollars in millions		2016		2015		2015
Debt
Current maturities of long-term debt		$            0.1		$            0.1		$          14.1
Short-term debt (line of credit)		0.0		0.0		138.5
Long-term debt 1		1,982.5		1,980.3		1,893.7
Total debt		$     1,982.6		$     1,980.4		$     2,046.3
Capital
Total debt		$     1,982.6		$     1,980.4		$     2,046.3
Equity		4,479.3		4,454.2		4,227.0
Total capital		$     6,461.9		$     6,434.6		$     6,273.3
Total Debt as a Percentage of Total Capital		30.7%		30.8%		32.6%
Weighted-average Effective Interest Rates
Line of credit 2		1.25%		1.75%		1.75%
Term debt		7.52%		7.52%		7.62%
Fixed versus Floating Interest Rate Debt
Fixed-rate debt		88.3%		88.3%		92.6%
Floating-rate debt		11.7%		11.7%		7.4%

1	Includes borrowings under our line of credit for which we have the intent and ability to extend payment beyond twelve months, as follows: June 30, 2016 — $235.0 million, December 31, 2015 — $235.0 million and June 30, 2015 — $0.0 million.
2	Reflects the margin above LIBOR for LIBOR-based borrowings; we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

Line of credit

In June 2015, we cancelled our secured $500.0 million line of credit and entered into an unsecured $750.0 million line of credit(incurring $2.6 million of transaction fees).  The expanded borrowing capacity is a part of the refinancing plans disclosed at our February 25, 2015 Investor Day(the 2015 refinancing plans). Borrowings at June 30, 2016are consistent with the 2015 refinancing plans and are intended to remain outstanding going forward.

The line of credit agreement expires in June 2020 and contains affirmative, negative and financial covenants customary for an unsecured facility (none of which materially impact our ability to execute our strategic, operating and financial plans). The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1, and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of June 30, 2016, we werein compliance with the line of credit covenants.

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Borrowings and other cost ranges and details are described in Note 7 to the condensed consolidated financial statements. As of June 30, 2016, the credit margin for London Interbank Offered Rate (LIBOR) borrowings was 1.25%, the credit margin for base rate borrowings was0.25%, and the commitment fee for the unused amount was 0.15%.

As of June 30, 2016, our available borrowing capacity under the line of credit was $475.2 million. Utilization of the borrowing capacity was as follows:

§ $235.0 million was borrowed

§ $39.8 million was used to provide support for outstanding standby letters of credit

TERM DEBT

All of our  term debt is unsecured.  All such debt, other than the $0.5 million of other notes, is governed by two, essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt.  As of June 30, 2016, we were incompliance with all of the term debt covenants.

In March, Apriland August of 2015, we completed the refinancing of $485.1 million principal amount of debt as described in Note 7 to the condensed consolidated financial statements. And, in December 2015 we refinanced at maturity the $150.0 million of 10.125% notes via borrowings on our line of credit. These refinancing actions were consistent with the aforementioned 2015 refinancing plans and had the following benefits, among others: (1) eliminated $621.1 million of debt maturities in 2015 – 2018, (2) extended the weighted-average life of our debt portfolio, and (3) lowered our weighted-average interest rate.

The 2015 refinancing actions resulted in charges totaling $67.1 million. Such charges are detailed in Note 7 to the condensed consolidated financial statements and arepresented in the accompanying Condensed Consolidated Statement of Comprehensive Income as a component of interest expense for the six month period ended June 30, 2015.

CURRENT MATURITIES of long-term debt

The  $0.1million of current maturities of long-term debt as of June 30, 2016includes all long-term debt  that we intend to pay within twelve months, as described above, and is due as follows:

	Current
in millions	Maturities
Third quarter 2016	$0.1
Fourth quarter 2016	0.0
First quarter 2017	0.0
Second quarter 2017	0.0

debt ratings

Our debt ratings and outlooks as of June 30, 2016 are as follows:

	Rating/Outlook	Date	Description
Senior Unsecured Line of Credit
Fitch	BBB-/stable	3/31/2016	initial coverage
Moody's	Ba1/positive	5/4/2016	rating changed from Ba2
Senior Unsecured Term Debt 1
Fitch	BBB-/stable	3/31/2016	rating changed from BB+
Moody's	Ba1/positive	5/4/2016	rating changed from Ba2
Standard & Poor's	BBB/stable	3/8/2016	rating/outlook changed from BB+/positive

1  Not all of our long-term debt is rated.

As noted above, during March 2016, our credit ratings were upgraded to investment-grade by two of our three rating agencies. Our current ratings make us less dependent on the more volatile noninvestment-grade debt market.

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Equity

Our common stock issuances and purchases are summarized below:

June 30		December 31		June 30
in thousands	2016		2015		2015
Common stock shares at January 1,
issued and outstanding	133,172		131,907		131,907
Common Stock Issuances
Share-based compensation plans	492		1,493		1,077
Common Stock Purchases
Purchased and retired	(637)		(228)		0
Common stock shares at end of period,
issued and outstanding	133,027		133,172		132,984

There were no shares held in treasury as of June 30, 2016, December 31, 2015 and June 30, 2015.

On February 10, 2006, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of June 30, 2016, there were 2,546,757shares remaining under the authorization. Depending upon market, business, legal and other conditions, we may make share purchases from time to time through open market purchases, privately negotiated transactions and/or plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time.

Our common stock purchases (all of which were open market purchases) for the year-to-date periods ending are detailed below:

June 30		December 31		June 30
in thousands, except average cost	2016		2015		2015
Shares Purchased
Number	637		228		0
Total cost 1	$       69,156		$       21,475		$                0
Average cost 1	$       108.62		$         94.19		$           0.00

1  Excludes commissions of $0.02 per share.

off-balance sheet arrangements

We have no off-balance sheet arrangements, such as financing or unconsolidated variable interest entities, that either have or are reasonably likely to have a current or future material effect on our:

§ results of operations andfinancial position

§ capital expenditures

§ liquidity and capital resources

Standby Letters of Credit

For a discussion of our standby letters of credit, seeNote 7 to the condensed consolidated financial statements.

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Cash Contractual Obligations

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

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, 2015 (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 materially 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 six months ended June 30, 2016.

new Accounting standards

For a discussion of the accounting standards recently adopted or pending adoption and the effect such accounting changes will have on our results of operations, financial position or liquidity, see Note 17 to the condensed consolidated financial statements.

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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

§ changes in our effective tax rate that can adversely impact results

§ the increasing reliance on information technology infrastructure for our ticketing, procurement, financial statements and other processes could adversely affect operations in the event that the infrastructure does not work as intended or experiences technical difficulties or is subjected to cyber attacks

§ the impact of the state of the global economy on our businesses and financial condition and access to capital markets

§ changes in the level of spending for private residential and private 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

§ volatility in pension plan asset values and liabilities which may require cash contributions to the pension plans

§ the impact of environmental cleanup 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 or long-lived asset impairment

§ the potential impact of future legislation or regulations relating to climate change or greenhouse gas emissions or the definition of minerals

§ 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.

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INVESTOR information

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

§ Annual Report on Form 10-K

§ Quarterly Reports on Form 10-Q

§ Current Reports on Form 8-K

We also provide on our website 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., General Counsel and 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, Executive, Finance, Governance and Safety, Health & Environmental AffairsCommittees

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

The Charters of the Audit, Compensation and GovernanceCommittees are 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., General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Information included on our website is not incorporated into, or otherwise made a part of, this report.

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 these market risks, we may utilize derivative financial instruments. We do not enter into derivative financial instruments for speculative or trading purposes.

As discussed in the Liquidity and Financial Resources section of Part I, Item 2, we actively manage our capital structure and resources to balance the cost of capital and financial risk. Such activity includes balancing the cost and risk of interest expense. In addition to floating-rate borrowings under our line of credit, we at times utilize interest rate swaps to manage the mix of fixed- and floating-rate debt.

While floating-rate debt exposes us to rising interest rates, it is typically cheaper than issuing fixed-rate debt at any point in time but can become more expensive than previously issued fixed-rate debt. However, a rising interest rate environment is not necessarily harmful to our financial results. Since 2002, our EBITDA and Operating income are positively correlated to floating interest rates (as measured by 3-month LIBOR). As such, our business serves as a natural hedge to rising interest rates, and floating-rate debt serves as a natural hedge against weaker operating results due to general economic weakness.

AtJune 30, 2016, the estimated fair value of our long-term debt including current maturities was $2,272.3 million compared to a book value of $1,982.7 million. The estimated fair value was determined by averaging several asking price quotes forthe publicly traded notes and assuming par value for the remainder of the debt. The fair value estimate is based on information available as of the balance sheet date. The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by $111.8 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 and the expected return on plan assets. 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.

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 Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such 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 June 30, 2016. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2016.

Nomaterial changes were made during the second quarter of 2016to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

42

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, 2015, and in Note 8 to the condensed consolidated financial statements and Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. See Note 8 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

In March 2016, two (Standard & Poor’s and Fitch) of our three credit ratings were upgraded to investment-grade. Our current ratings make us less dependent on the noninvestment-grade debt market (which is more volatile than the investment-grade debt market).  There were noother material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of our equity securities during the quarter ended June 30, 2016 are summarized below.

			Total Number	Maximum
			of Shares	Number of
			Purchased as	Shares that
	Total		Part of Publicly	May Yet Be
	Number of	Average	Announced	Purchased
	Shares	Price Paid	Plans or	Under the Plans
Period	Purchased	Per Share	Programs 1	or Programs
2016
Apr 1 - Apr 30	174,684	$       107.30	174,684	2,751,732
May 1 - May 31	151,322	$       116.36	151,322	2,600,410
June 1 - June 30	53,653	$       115.69	53,653	2,546,757
Total	379,659	$       112.10	379,659

1 On February 10, 2006, our Board of Directors authorized us to purchase up to 10,000,000 shares. As of June 30, 2016, there were 2,546,757 shares remaining under the authorization. Depending upon market, business, legal and other conditions, we may make share purchases from time to time through open market purchases, privately negotiated transactions and/or plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time.

We did not have any unregistered sales of equity securities during the second quarter of 2016.

ITEM 4

MINE SAfETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 of this report.

43

ITEM 6

exhibits

Exhibit 10(x)	Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No, 333-211349) filed on May 13, 2016 1, 2
Exhibit 10(y)	Form of Non-Employee Director Deferred Stock Unit Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan 2
Exhibit 10(z)	Form of Stock-Only Stock Appreciation Rights Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan 2
Exhibit 10(aa)	Form of Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan 2
Exhibit 10(bb)	Form of Performance Share Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan 2
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 95	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

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

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.

44

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
Date       August 3, 2016	/s/ Ejaz A. Khan Ejaz A. Khan Vice President, Controller and Chief Information Officer (Principal Accounting Officer)
Date       August 3, 2016	/s/ John R. McPherson John R. McPherson Executive Vice President and Chief Financial and Strategy Officer (Principal Financial Officer)

45

EX-10.(AA)

EXHIBIT 10(aa)

VULCAN MATERIALS COMPANY

restricted Stockunit award agreement

Granted under the 2016 OMNIBUS LONG-TERM INCENTIVE PLAN

Terms and Conditions

______ __, 20__

1. Definitions.In addition to other terms defined herein, the following terms will have the meanings as follows, and terms not defined in the Agreement have the meanings given in the Plan:

(a) "Administrator" means the Compensation Committee of the Board of Directors (the “Board”) or the Board.

(b) “Agreement” means this Restricted Stock Unit Award Agreement.

(c) “Company” means Vulcan Materials Company, a New Jersey corporation, or its successor.

(d) "Disability” means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable long-term disability plan of the Company or an Affiliate, or, to the extent the Participant is not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration, or as otherwise defined in the Plan.

(e) “Fair Market Value or “FMV” means the closing stock price per Share as reported on the principal stock exchange on which such Shares are listed on the Payment Date(or other applicable date), or as otherwise provided in the Plan.

(f) "Grant Date" means the grant date of RSUs awardedherein.

(g) "Participant" means the employeeof the Company or its Subsidiaries or other Affiliates granted the RSUs under this Agreement.

(h) “Payment Date” means the date on which payment of Shares is made under this Agreement.

(i) “Plan” means the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, as amended.

(j) "Restricted Stock Unit" or “RSU” means an award of the equivalent of one share of Common Stock. RSUs do not have voting rights or earn dividend equivalents.

(k) “Share" means a share of Common Stock, par value $1.00 per share, of the Company.

(l) “Vesting Date” or “Vesting Dates” has the meaning given in Section 2(b) herein.

2. Grant and Vesting of RSUs

(a) Grant.  The Participant is awarded the number of RSUs which are identified through the electronic, on-line grant acceptance process, subject to the terms and conditions of the Plan and this Agreement.  For the purposes herein, the Shares subject to the RSUs are units that will be reflected in a book account maintained by the Company and that will be settled in Shares if and only to the extent permitted under the Plan and this Agreement.  Prior to issuance of any Shares, the RSUs represent an unsecured obligation of the Company, payable (if at all) only from the Company’s general assets.  The Participant’s on-line acceptance of the Agreement constitutes his or her agreement to the Agreement’s terms, including but not limited to the restrictive covenants in Sections 4(a) and 5 herein.

(b) Vesting.  The RSUs will cliff vest 100% on the fourth anniversary of the Grant Date (the “Vesting Date”); provided, however, that the Participant’s employment or service continues from the Grant Date until the Vesting Date, and except as otherwise provided in Section  4.[Modify vesting as appropriate.]

3. Payment of Restricted Stock Units

(a) Stock Issued as Payment for RSUs Earned.  Each vested RSU will be settled for one Share.  The FMV of the Shares on the Vesting Date will be used to determine the basis of the stock payable.

(b) Withholding.   The Company will withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount (or such other amount as may be determined by the Administrator in accordance with the Plan) for federal, state, local and employment taxes which could be withheld on the transaction with respect to any taxable event arising as a result of this Agreement, or as otherwise provided in the Plan.

(c) Timing of Payment.  Vested RSUs will be paid to the Participant onor before75days following the Vesting Date on which they vest as determined in Section 2(b), except as otherwise provided in Section  4.

4. Termination of Employment; Change of Control.

(a) Termination at age 55 and above and prior to Vesting Date.

(i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”) and prior to the Vesting Date, the RSUs will become vested  in accordance with Table A and will be paid within 90 days of the Termination Date. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, the RSUs, to the extent unvested, will be forfeited. Any vested RSUs not paid as provided herein will be paid in accordance with Section 3.

TABLE A
If Participant age 55-61 terminates:	The percentage of RSUs that will become Non-forfeitable is:
On or after first anniversary of Grant Date (__/__/20__)	25% of the award
On or after second anniversary of Grant Date (__/__/20__)	50% of the award
On or after third anniversary of Grant Date (__/__/20__)	75% of the award
On or after fourth anniversary of Grant Date (__/__/20__)	100% of the award

[Modify vesting as appropriate.]

(ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”) and prior to the Vesting Date, the RSUs which have been held by the Participant until on or after the first anniversary of the Grant Date (__/__/20__) will becomefully vested and will be paid within 90 days of the Termination Date.  The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and is not executed by the Participant or if the Participant violates the covenant, the RSUs, to the extent unvested, will be forfeited. Any vested RSUs not paid as provided herein will be paid in accordance with Section 3. [Modify vesting as appropriate.]

(b) Disability.  Upon the Participant’s termination of employment due to Disability, the RSUs granted under this Agreement will become fully vested and will be paid within 90 days after the Termination Date following Disability; provided, however, that the Participant’s employment continues from the Grant Date until the Termination Date.

(c) Death.  Upon the death of the Participant, the RSUs granted under this Agreement will become fully vested and will be paid to the Participant's estate or as directed by Participant’s will within 90 days of the date of death; provided, however, that the Participant’s employment continues from the Grant Date until the date of the Participant’s death.

Exhibit 10(aa) – Page 2

(d) Other Termination.  Upon voluntary or involuntary termination for reasons other than Early Retirement, Retirement, death, Disability, or Cause as provided under Section 4(e), unvested RSUs will be forfeited.Any vested but unpaid RSUs will be paid as provided in Section 3.

(e) Termination for Cause.  If a Participant’s employment is terminated for Cause, all RSUs (vested and unvested) will immediately be forfeited.  The Administrator will have complete discretion to determine the basis of a Participant’s termination, including but not limited to whether a Participant has been terminated for Cause.  The Administrator’s determination will be final and binding on all persons for purposes of the Plan and this Agreement.

(f) Change of Control of the Company. In the event a Change of Control occurs, and subject to Plan terms, the RSUs will be deemed vested as follows:

(i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and does not continue the RSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding under the Plan immediately prior to the Change of Control event, the RSUs will be deemed immediately fully vested and payableupon the date of the Change of Control.

(ii) Further, in the event that the RSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the RSUs will nonetheless become fully vested if the Participant’s employment is terminated by the Company not for Cause or by the Participant for Good Reason within six months before (in which case vesting and payment will not occur until the effective date of the Change of Control) or two years (or such other period after a Change of Control as may be stated in the Participant’s employment, change in control, consulting or other similar agreement, plan, or policy, if applicable) after the effective date of a Change of Control (in which case the RSUs will be deemed immediately vested and payable as of the Participant’s Termination Date).

(iii) In the event that theRSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the Participant will also be entitled to receive, with respect to each Share underlying the RSUs  that becomes vested following the effective date of the Change of Control pursuant to Section 2(b) or Section 4, a value restoration payment with respect to such Share (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the Company or its successor or an Affiliate of the Company or its successor through the applicable vesting date. The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the effective date of the Change of Control and, if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4). Any such Value Restoration Payment shall be paid to the Participant in cash at the same time Shares are payable pursuant to the RSUs as provided in Section 3 or Section 4.

(g) Timing of Payment; Separation from Service.  If the 90-day payment period described in this Section 4 begins in one (1) calendar year and ends in another, the Participant (or his or her beneficiary) will not have the right to designate the calendar year of the payment.  Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his or her beneficiary), the payment will be treated as made within the applicable 90-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A.  The Participant’s termination of employment or service will be construed in accordance with the principles applicable to a “separation from service” under Code Section 409A if and to the extent required.

5. Non-Solicitation.  In consideration for this Agreement and notwithstanding any other provision in this Agreement, the Participant agrees to comply with the non-solicitation covenants set forth below (except where not applicable due to some state laws):

(a) Non-Solicitation of Customers.  The Participant acknowledges that while employed by or in service to the Company, the Participant will occupy a position of trust and confidence and will acquire confidential information about the Company, its Subsidiaries and other Affiliates, and their clients and customers that is not disclosed by the Company or any of its Subsidiaries or other Affiliates in the ordinary course of business, including trade secrets, data, formulae, information concerning customers and other Exhibit 10(aa) – Page 3  

information which is of value to the Company because it is not generally known. The Participant agrees that during the period of employment with or service to the Company and for a period of two years after the Participant’s Termination Date, regardless of the reason for termination, the Participant will not, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, directly or indirectly solicit any customer of the Company or of its Subsidiariesor other Affiliates.

(b) Non-Solicitation of Employees.  The Participant recognizes that while employed by or in service to the Company, the Participant will possess confidential information about other employees of the Company and its Subsidiaries or other Affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its Subsidiaries or other Affiliates.  The Participant recognizes that this information is not generally known, is of substantial value to the Company and its Subsidiaries or other Affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by the Participant because of the Participant’s business position with the Company.  The Participant agrees that during the period of employment with or service to the Company and for two years after the Participant’s Termination Date, regardless of the reason for termination, the Participant will not, directly or indirectly, solicit or recruit any employee of the Company or any of its Subsidiaries or other Affiliates for the purpose of being employed by the Participant or by any business, individual, partnership, firm, corporation or other entity on whose behalf the Participant is acting as an agent, representative or employee and that the Participant will not convey any such confidential information or trade secrets about other employees of the Company or any of its Subsidiaries or other Affiliates to any other person except within the scope of the Participant’s duties as an employee of or service provider to the Company.

(c) Remedies.  If the Participant violates either of the covenants in Section5(a) or Section5(b), the RSUs will be forfeited and the Participant’s rights under this Agreement will terminate.  In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this section, in addition to any other rights or remedies of this Company, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security will be required in connection therewith. Further, the Company will be entitled to seek appropriate legal relief, including money damages, equitable relief, and attorneys’ fees.

6. Additional Provisions.

(a) No Right to Continued Employment or Service; No Right to Further Awards.  Nothing in the Plan or the Agreement gives the Participant any right to continue in the employment or service of the Company or an Affiliate or interferes with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time.  Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the RSUs (if any) will terminate on the Participant’s Termination Date.  The grant of the RSUs does not create any obligation to grant further awards.

(b) Tax Consequences.  The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences.  The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the RSUs and/or the acquisition or disposition of the Shares or other benefits subject to the RSUs and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof.  The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c) RSUs Subject to Plan.  By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Agreement and the Participant’s rights are subject to the Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict between any term or provision in the Agreement and a term or provision of the Plan, the Plan terms will govern, unless the Administrator determines otherwise.

(d) Amendment; Waiver; Superseding Effect.  This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of Exhibit 10(aa) – Page 4  

the RSUs or any related rights, and the Participant waives any rights or claims related to any such statements, representations or agreements.

(e) Recoupment and Forfeiture.  As a condition to receiving the RSUs, the Participant agrees that he or she will abide by the Company’s Director and Executive Stock Ownership and Equity Retention Guidelines and Clawback Policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.  Further, the Participant will be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.

(f) Administrator Discretion.  The Administrator has the full authority and discretion with respect to the RSUs and this Agreement to the extent provided in the Plan.

Exhibit 10(aa) – Page 5

EX-10.(BB)

EXHIBIT 10(bb)

VULCAN MATERIALS COMPANY

PERFORMANCE SHARE unit award agreement

Granted under the 2016 OMNIBUS LONG-TERM INCENTIVE PLAN

Terms and Conditions

______ __, 20__

1. Definitions.  In addition to other terms defined herein, the following terms will have the meanings as follows, and terms not defined in the Agreement have the meanings given in the Plan:

(a) "Administrator" means the Compensation Committee of the Board of Directors (the “Board”) or the Board.

(b) “Agreement” means this Performance Share Unit Award Agreement.

(c) "Award Period" means the four-year period shown in Section 3 of this Agreement, except that in the event of the Participant’s death, the Award Period will be the period covered by the Agreement ending on December 31st of the calendar year in which the death occurred.[Modify vesting as appropriate.]

(d) “Company” means Vulcan Materials Company, a New Jersey corporation, or its successors.

(e) "Disability” means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable long-term disability plan of the Company or an Affiliate, or, to the extent the Participant is not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration, or as otherwise defined in the Plan.

(f) “Fair Market Value or “FMV” means the closing stock price per Share as reported on the principal stock exchange on which such Shares are listed on thelast trading date before the Payment Date (or other applicable date), or as otherwise provided in the Plan.

(g) "Grant Date" means the grant date of the  PSUs awarded herein.

(h) "Participant" means the employeeof the Company or its Subsidiaries or other Affiliates granted the PSUs under this Agreement.

(i) “Payment Date” means the date on which payment of Shares is made under this Agreement.

(j) "Performance Share Unit" or “PSU” means a Performance Unit Award denominated in Shares in which each Performance Share Unit represents the contingent right to earn one share of Common Stock.PSUs do not have voting rights or earn dividend equivalents.

(k) “Plan” means the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, as amended.

(l) “Share" means a share of Common Stock, par value $1.00 per share, of the Company.

2. Grant and Vesting of PSUs

(a) Grant.  The Participant is awarded the number of PSUs identified through the electronic, on-line grant acceptance process, subject to the terms and conditions of the Plan and this Agreement.  The Participant’s on-line acceptance of the Agreement constitutes his or her agreement to the Agreement’s terms, including but not limited to the restrictive covenants in Sections 4(a) and 5 herein.  Depending on the Company’s performance as set forth in Section 3, the Participant may earn zero percent (0%) to two hundred percent (200%) of the PSUs awarded.

(b) Vesting.  The PSUs will become vested, to the extent earned, on December 31, at the end of the Award Period; provided, however, that the Participant’s employment or service continues from the Grant Date until the vesting date, and except as otherwise provided in Section  4.

3. Payment of Performance Share Awards

(a) Award Period and Percentage of Awards Payable.  The Award Period for this award begins on January 1, 20__ and ends on December 31, 20__. Utilizing the Performance ShareUnit Award Payment Table below, Table A, the Administrator establishes the Percentage of Awards Payable (“Percentage”) for the Award Period. The Percentage is based on the Company’s 4-year average Total Shareholder Return (“TSR”) relative to S&P 500 Index as comprised on January 1 of the year of grant. [Modify vesting as appropriate.]

Performance Share Unit Payment Table
TABLE A
4-Year Average TotalShareholder Return Percentile Rank Relative to S&P 500 Index	%  of Performance Share Units Payable
75th or Greater	200
50th	100
25th	25
Less than 25th	0

(b) PSUs Payable.  The number of Shares payable is the number of PSUs  awarded multiplied by the TSR Percentage payable.  For performance levels falling between the values as shown above,  the Percentages will be determined by interpolation.  Payment will be made in Shares.

(c) The Value of the Stock Issued as Payment for PSUs Earned.  The FMV will be used to determine the basis of the Shares payable.

(d) Withholding.   The Company will withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount (or such other amount as may be determined by the Administrator in accordance with the Plan) for federal, state, local and employment taxes which could be withheld on the transaction with respect to any taxable event arising as a result of this Agreement, or as otherwise provided in the Plan.  

(e) Timing of Payment.  Payment will be made to a Participant between January 1 and March 15 of the calendar year after the calendar year in which the Award Period, as defined in Section 1(b), ends.

(f) Administrator Discretion.  The Administrator has full authority and discretion with respect to the PSUs and this Agreement to the extent provided in the Plan.  In addition, without limiting the effect of the foregoing, (i) the Administrator may exercise its discretion to reduce or eliminate payments if the Award Period average TSR is less than or equal to the 25th percentile, and (ii) the Administrator has sole discretion to establish the Comparison Group to be used in evaluating the performance of the Company in accordance with Section 3(a), and may change the Comparison Group from time to time.

Exhibit 10(bb) – Page 2

4. Termination of Employment; Change of Control.

(a) Termination at age 55 and above.

(i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs will become non-forfeitable in accordance with Table B and will be paid to the extent earned in accordance with Section  3.  The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3.

TABLE B
If Participant age 55-61 terminates:	The percentage of PSUs that will become non-forfeitable is:
At 1/1/20__ or After	25% of the award
At 1/1/20__ or After	50% of the award
At 1/1/20__ or After	75% of the award
At 1/1/20__ or After	100% of the award

[Modify vesting as appropriate.]

(ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs which have been held by the Participant until 1/1/20__ will be deemed to be non-forfeitable and will be paid to the extent earned in accordance with Section 3.  The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]

(b) Disability. Upon the Participant’s termination of employment due to Disability, the PSUs granted under this Agreement will become non-forfeitable. All non-forfeitable PSUs will be paid to the extent earned in accordance with Section 3.

(c) Death.  Upon the death of the Participant, the PSUs granted under this Agreement will become non-forfeitable.  All non-forfeitable PSUs will be paid to the Participant's beneficiary or estate to the extent earned in accordance with Section 3.

(d) Other Termination.  Upon voluntary or involuntary termination for reasons other than Early Retirement, Retirement, death, Disability or Cause, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Participant’s Termination Date will be paid to the extent earned in accordance with Section 3.

(e) Termination for Cause.  If a Participant’s employment is terminated for Cause, the PSUs will immediately be forfeited, even with respect to vested PSUs which were otherwise non-forfeitable but not yet paid.  The Administratorwill have complete discretion to determine the basis of a Participant’s termination, including but not limited to whether a Participant has been terminated for Cause.  The Administrator's determination will be final and binding on all persons for purposes of the Plan and this Agreement.

Exhibit 10(bb) – Page 3

(f) Change in Control of the Company.  In the event a Change of Control occurs, and subject to Plan terms,the PSUs  will be deemed earned and vested as follows:

(i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the PSUs (or in which the Company is the ultimate parent corporation and does not continue the PSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding under the Plan immediately prior to the Change of Control event, the PSUs  will be deemed immediately earned at the greater of actual performance or target performance.

(ii) Further, in the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, then (except as otherwise provided in Section 4(f)(iii) below), the PSUs will nonetheless become fully vested and earned at the greater of actual performance or target performance if the Participant’s employment is terminated by the Company not for Cause or by the Participant for Good Reason within six months before (in which case vesting will not occur until the effective date of the Change of Control) or two years (or such other period after a Change of Control as may be stated in the Participant’s employment, change in control, consulting or other similar agreement, plan, or policy, if applicable) after the effective date of a Change of Control (in which case the PSUs  will be deemed immediately vested as of the Participant’s Termination Date).

(iii) Notwithstanding Section 4(f)(ii), in the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, in lieu of applying the provisions of Section 4(f)(ii), the Administrator (as constituted prior to the Change of Control) may, in its sole discretion, determine that the PSUs will be deemed earned at the greater of actual performance or target performance as of the time of the Change of Control and, following the Change of Control, the PSUs will convert to a service-based Award for the remainder of the Award Period, subject to accelerated vesting in the event of the Participant’s termination by the Company not for Cause or for Good Reason as provided in Section 4(f)(ii) above.

(iv) In the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the Participant will also be entitled to receive, with respect to each Share subject to the PSUs that becomesearned and vested following the effective date of the Change of Control pursuant to Section 2(b), Section 3 or Section 4, a value restoration payment with respect to such Share (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the Company or its successor or an Affiliate of the Company or its successor through the applicable vesting date.  The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the effective date of the Change of Control and, if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4). Any such Value Restoration Payment will be paid to the Participant in cash at the same time Shares are payable pursuant to the PSUs as provided in Section 3.

5. Non-Solicitation.  In consideration for this Agreement and notwithstanding any other provision in this Agreement, the Participant agrees to comply with the non-solicitation covenants set forth below (except where not applicable due to some state laws):

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

(b) Non-Solicitation of Employees.  The Participant recognizes that while employed by or in service to the Company, the Participant will possess confidential information about other employees of the Company and its Subsidiaries or other Affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Exhibit 10(bb) – Page 4

Company and its Subsidiaries or other Affiliates.  The Participant recognizes that this information is not generally known, is of substantial value to the Company and its Subsidiaries or other Affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by the Participant because of the Participant’s business position with the Company.  The Participant agrees that during the period of employment with or service to the Company and for two years after the Participant’s Termination Date, regardless of the reason for termination, the Participant will not, directly or indirectly, solicit or recruit any employee of the Company or any of its Subsidiaries or other Affiliates for the purpose of being employed by the Participant or by any business, individual, partnership, firm, corporation or other entity on whose behalf the Participant is acting as an agent, representative or employee and that the Participant will not convey any such confidential information or trade secrets about other employees of the Company or any of its Subsidiaries or other Affiliates to any other person except within the scope of the Participant’s duties as an employee of or service provider to the Company.

(c) Remedies.  If the Participant violates either of the covenants in Section 5(a) or Section 5(b), the PSUs will be forfeited and the Participant’s rights under this Agreement will terminate.  In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this section, in addition to any other rights or remedies of this Company, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security will be required in connection therewith.  Further, the Company will be entitled to seek appropriate legal relief, including money damages, equitable relief, and attorneys’ fees.

6. Additional Provisions.

(a) No Right to Continued Employment or Service; No Right to Further Awards.  Nothing in the Plan or the Agreement gives the Participant any right to continue in the employment or service of the Company or an Affiliate or interferes with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time.  Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the PSUs (if any) will terminate on the Participant’s Termination Date.  The grant of the PSUs does not create any obligation to grant further awards.

(b) Tax Consequences.  The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences.  The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the PSUs and/or the acquisition or disposition of the Shares or other benefits subject to the PSUs and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof.  The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c) PSUs Subject to Plan.  By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Agreement and the Participant’s rights are subject to the Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict between any term or provision in the Agreement and a term or provision of the Plan, the Plan terms will govern, unless the Administrator determines otherwise.

(d) Amendment; Waiver; Superseding Effect.  This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the PSUs or any related rights, and the Participant waives any rights or claims related to any such statements, representations or agreements.

(e) Recoupment and Forfeiture.  As a condition to receiving the PSUs, the Participant agrees that he or she will abide by the Company’s Director and Executive Stock Ownership and Equity Retention Guidelines and Clawback Policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.  Further, the Participant will be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.

Exhibit 10(bb) – Page 5

EX-10.(Y)

EXHIBIT 10(y)

VULCAN MATERIALS COMPANY

2016 OMNIBUS LONG-TERM INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT AGREEMENT

Terms and Conditions

_________, 20__

THIS AGREEMENT(the “Agreement”), dated as of the Grant Date, which is the date set forth on page one of this Agreement, is between Vulcan Materials Company(the “Company”) and the Participant, as designated on page one of this Agreement. This Agreement sets forth the terms of the grant described in Section 2 below.

RECITALS:

The Company adopted the 2016 Omnibus Long-Term Incentive Plan (the “Plan”) in order to provide for a wide array of stock-based and other long-term incentives for eligible participants. The Compensation Committee of the Board (the “Administrator”) hereby grants Deferred Stock Units (the “DSUs”) to the Participant, in accordance with the requirements of the Plan to carry out the purposes of the Plan. In consideration of being awarded the DSUs, the Participant agrees with the Company as follows:

1. Definitions. All defined terms contained in the Plan are hereby incorporated by reference, except to the extent that any term is specifically defined in this Agreement.

2. Grant of Deferred Stock Units; Vesting; Dividend Equivalents.

(A) Grant. Subject to the terms and conditions of the Plan, this Agreement, and any applicable deferral election form executed by the Participant, the Administrator hereby grants to the Participant the number of DSUs designated on page one of this Agreement.The DSUs represent an unfunded and unsecured obligation of the Company to issue the same number of shares of Common Stock (the “Shares”) in accordance with Section 3 as DSUs granted pursuant to this Section 2(A), or accrued pursuant to Section 2(C), under this Agreement. As of the Grant Date, an account is established for the Participant (the “Deferral Account”), and is credited with the number of DSUs shown on page one. No Shares have been transferred or set aside, or will be transferred or set aside, from the general creditors of the Company to fund this award. The Participant has no right to vote or (except as otherwise provided in Section 2(C) below with respect to Dividend Equivalents) receive dividends on the Shares represented by the DSUs until the Shares have been paid, as explained below.

(B) Vesting.  The Participant’s DSUs will be fully vested, and the Participant’s right to receive the Shares represented by the DSUs will become non-forfeitable, as of the Grant Date. [Modify vesting as appropriate.]

(C) Dividend Equivalents.During the period from the Grant Date to the issuance of Shares in accordance with Section 3 (the “Deferral Period”), the Participant’s Deferral Account will be credited with dividend equivalents equal to the dividends paid on the number of Shares represented by the DSUs during the Deferral Period (“Dividend Equivalents”).The Dividend Equivalents will be converted to additional DSUs by dividing the Dividend Equivalents by the Fair Market Value of one Share on the date the dividend is paid.In the case of dividends paid in property, the amount credited will be based on the fair market value of the property on the date the dividend is paid.Any such DSUs credited to the Deferral Account under this Section 2(C) will be subject to the same  distributionrestrictions and other terms of this Agreement as the DSUs giving rise to the Dividend Equivalents.

3. Payment of Deferred Stock Units.The issuance of Shares in settlement of the Participant’s rights under this Agreement will be made in a lump sum payment of whole shares with any fractional shares paid in cash during whichever of the following periods ends first:

(A) the month of April following the calendar year of the Participant’s separation from service, as defined under Code Section 409A, unless the Participant has elected to defer settlement in accordance with the deferral election provisions in Section 4;

(B) within 90 days of the date of the Participant’s death or disability,  as defined under Code Section 409A (“Disability”), provided that the Participant does not have the right to designate the taxable year of the payment; and

(C) within 90 days of the date of a change of control of the Company, as defined under Code Section 409A, provided that the Participant does not have the right to designate the taxable year of the payment.

4. Deferral Elections.

(A) Prior Year Elections.In a calendar year prior to the year of the Grant Date, the Participant may elect to defer the issuance of Shares and Dividend Equivalents in settlement of the Participant’s rights under this Agreement beyond the period established in Section 3(A) in accordance with subsection 4(B).

(B) DeferralOptions.Pursuant to an election under subsection 4(A), the Participant may elect to receive settlement in 5 or 10 approximately equal annual installments beginning during the period established in Section 3(A), provided payment is not made under Section 3(B) or Section 3(C).The amount of each installment payment will be determined by dividing the number of DSUs in the Participant’s Deferral Account on the payment date by the number of installments remaining (for example, the number of shares in the first of five installment payments will equal the number of DSUs on the payment date divided by five, and the number of shares in the second of five installments will equal the number of DSUs on the second payment date divided by four).An election made under this Section 4will be irrevocableand must be made by executing and submitting the appropriate election form to the Administrator.

(C) Death, Disability, or Change of Control During Settlement Period.Upon the Participant’s death or Disability or upon a change of control of the Company, as defined under Code Section 409A, during the settlement period, issuance of any remaining Shares in settlement of the Participant’s rights under this Agreement will be made in a lump sum payment during the period specified in Section 3(B), in the case of death or Disability, or during the period specified in Section 3(C), in the case of a change of control.

5. Additional Provisions

(A) No Right to Continued Service; No Right to Further Awards.Nothing in the Plan or the Agreement gives the Participant any right to continue in the service of the Company or an Affiliate or interferes with the right of the Company to terminate the Participant’s service at any time.Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the Award(if any)will terminate on the Participant’s Termination Date.The grant of the Award does not create any obligation to grant further awards.

(B) Notices.Any notice necessary under the Agreement should be addressed to the Company in care of its Vice President – Compensation and Benefits at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice will be deemed effective upon receipt thereof by the addressee.

(C) Tax Consequences.The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences.The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares or other benefits subject to the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof.The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Exhibit 10(y) – Page 2

(D) Award Subject to Plan.By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Award and the Participant’s rights are subject to the Plan, as the Plan may be amended. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict between any term or provision in the Agreement and a term or provision of the Plan, the Plan terms will govern, unless the Administrator determines otherwise.

(E) Amendment; Waiver; Superseding Effect.This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award or any related rights, and the Participant waives any rights or claims related to any such statements, representations or agreements.

(F) Recoupment and Forfeiture.As a condition to receiving the Award, the Participant agrees that he or she will abide by the Company’s Director and Executive Stock Ownership and Equity Retention Guidelines and Clawback Policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.Further, the Participant will be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.

Exhibit 10(y) – Page 3

EX-10.(Z)

EXHIBIT 10(z)

VULCAN MATERIALS COMPANY

Stock-only stock appreciation rights award agreement

Granted under the 2016 OMNIBUS LONG-TERM INCENTIVE PLAN

Terms and Conditions

________, 20__

1. Definitions.In addition to other terms defined herein, the following terms will have the meanings as follows, and terms not defined in the Agreement have the meanings given in the Plan:

(a) “Administrator” means the Compensation Committee of the Board of Directors (the “Board”) or the Board.

(b) “Agreement” means this Stock-Only Stock Appreciation Rights Award Agreement.

(c) “Company” means Vulcan Materials Company, a New Jersey corporation, or its successor.

(d) “Disability” means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable long-term disability plan of the Company or an Affiliate, or, to the extent the Participant is not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration, or as otherwise defined in the Plan.

(e) “Exercise Price” means the Fair Market Value of a Share on the Grant Date.

(f) “Fair Market Value” or “FMV” means the closing stock price per Share as reported on the principal stock exchange on which such Shares are listed (with Fair Market Value on the exercise date for these purposes determined based on the closing price of a Share on the last trading day before the exercise date), or as otherwise provided in the Plan.

(g) “Grant Date” means the grant date of the SOSARs awarded herein.

(h) “Participant” means the employee of the Company or its Subsidiaries or otherAffiliates granted the SOSARs under this Agreement.

(i) “Plan” means the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, as amended.

(j) “Share” means a share of Common Stock, par value $1.00 per share, of the Company.

(k) “Stock-Only Stock Appreciation Right” or “SOSAR” means the right granted to the Participant by the Company to receive Shares having a Fair Market Value equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price for each such right granted (with Fair Market Value on the exercise date for these purposes determined based on the closing price of a Share on the last trading day before the exercise date), or as otherwise provided in the Plan.

2. Grant and Term of the SOSARs

(a) Grant.  The Participant is awarded the number of SOSARs identified through the electronic, on-line grant acceptance process, subject to the terms and conditions of the Plan and this Agreement.  The Participant’s on-line acceptance of the Agreement constitutes his or her agreement to the Agreement’s terms, including but not limited to the restrictive covenants in Sections 4(a) and 5 herein.

(b) Term.  The SOSARs will terminate and may no longer be exercised on the first to occur of (i) the date ten (10) years after the Grant Date or (ii) the last date for exercising a SOSAR following termination of the Participant’s employment with or service to the Company or upon a Change of Control, as described in Section 4.The Participant acknowledges that the Company has no obligation to advise the Participant of the pending expiration of the SOSARs.

3. Exercise of the SOSAR.

(a) Vesting and Right to Exercise.  The SOSARs will vest and become exercisable in installments as follows, subject to the Participant’s continued employment with the Company from the Grant Date until each applicable vesting date, except as otherwise provided in Section  4:

On the first anniversary of the Grant Date (the “First Vesting Date”), one-fourth of the SOSARswill vest and become exercisable.  An additional one-fourth of the SOSARswill vest and become exercisable on each of the second, third, and fourth anniversaries of the First Vesting Date.[Modify vesting as appropriate.]

(b) Vesting of Partial Shares.  In the event that the vesting schedule set forth above yields a fractional number of SOSARs, the number of SOSARs subject to vesting in any given year will be rounded down to the nearest whole number of SOSARs.

(c) Method of Exercise.  SOSARs may be exercised by the Participant communicating propernotice to the Company’s  third party stock plan administrator, which notice must include the Participant’s election to exercise the SOSARs, the number of SOSARs being exercised and such other representations and agreements with respect to such SOSARs as may be required pursuant to the provisions of this Agreement and the Plan.  The FMV on the exercise date is determined based on the closing stock price per Share on the last trading day before the exercise date, or as otherwise provided in the Plan.

(d) Delivery of Shares.  Upon the exercise of a SOSAR, the Shares will be issued as soon as practicable to the Participant’s account maintained by the Company’s third party stock plan administrator.

(e) Withholding.  The Company will withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount (or such other amount as may be determined by the Administrator in accordance with the Plan) for federal, state, local and employment taxes which could be withheld on the transaction with respect to any taxable event arising as a result of this Agreement, or as otherwise provided in the Plan.

4. Termination of Employment; Change of Control.

(a) Termination at age 55 or above.

(i) If a Participant terminates from employment at age 55-61 other than Cause (for these purposes, “Early Retirement”), the outstanding SOSARs will become non-forfeitable in accordance with Table A, provided that the Participant has been employed continuously from the Grant Date until the Termination Date.  Such non-forfeitable SOSARs will continue to vest and become exercisable in accordance with Section 3(a) (notwithstanding the Participant’s termination of employment) and will remain exercisable for the remainder of the 10-year term, except as otherwise provided herein.  The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and (A) is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s  Termination Date or (ii) the date on which the SOSARs expire according to their term, and the SOSARs will expire after such date, or (B) the Participant violates the covenant, the SOSARswill be forfeited;  in addition, in each case, the unvested SOSARs on the Termination Date will be forfeited as of such date.

TABLE A
If Participant age 55-61 terminates:	The percentage of SOSARs that are vested or will become non-forfeitable is:
At _/_/20__ or After	25% of the award
At _/_/20__ or After	50% of the award
At _/_/20__ or After	75% of the award
At _/_/20__ or After	100% of the award

                                  [Modify vesting as appropriate.]

Exhibit 10(z) – Page 2

(ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the outstanding SOSARs which have been held by the Participant until _/_/20__ will be non-forfeitable,provided that the Participant has been employed continuously from the Grant Date until the Termination Date.  Such non-forfeitableSOSARs will continue to vest and become exercisable in accordance with Section 3(a) (notwithstanding the Participant’s termination of employment) and will remain exercisable for the remainder of the 10-year term, except as otherwise provided herein.The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time.  If such covenant is required by the Company and (A) is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s  Termination Date or (ii) the date on which the SOSARs expire according to their term, and such vested SOSARs will expire after such date, and (B) the Participant violates the covenant, the SOSARs will be forfeited; in addition, in each case, the unvested SOSARs on the Termination Date will be forfeited as of such date.

(b) Disability.  Upon determination of Disability, the SOSARs outstanding as of the date of such Disability willbecome fully vested and immediately exercisable, provided that the Participant has been employed continuously from the Grant Date until the date of determination of Disability.  The SOSARs will remain exercisable for the remainder of the 10-year term.

(c) Death.  Upon the death of a Participant, the SOSARs outstanding as of the date of death willbecome fully vested and immediately exercisable; provided that the Participant has been employed continuously from the Grant Date until the date of death.  Such SOSARs may be exercised by the Participant’s legal representatives at any time until the first to occur of (i) the date that is one year after the Participant’s death or (ii) the date on which the SOSARs expire according to their term.

(d) Other Termination.  Upon voluntary termination prior to age 55, or upon involuntary termination for reasons other than death, Disability or Cause as determined under Section 4(e), and provided that the Participant has been continuously employed from the Grant Date until the Termination Date, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s  Termination Date or (ii) the date on which the SOSARs expire according to their term, and such vested SOSARs will expire on such date.  The SOSARs that are unvested on the Termination Date will be forfeited as of such date.

(e) Termination for Cause.  If a Participant’s employment is terminated for Cause,  all SOSARs, whether vested or unvested, outstanding as of the Terminate Date will immediately terminate and may not be exercised to any extent by the Participant. The Administratorwill have complete discretion to determine the basis for the Participant’s termination, including but not limited to whether the Participant has been terminated for Cause.  The Administrator’s determination will be final and binding on all persons for purposes of the Plan and this Agreement.

(f) Change of Control of the Company.  In the event a Change of Control occurs, and subject to Plan terms, the following will apply:

(i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the SOSARs (or in which the Company is the ultimate parent corporation and does not continue the SOSARs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as SOSARs outstanding under the Plan immediately prior to the Change of Control event, the SOSARs will become fully vested and exercisable.

(ii) Further, in the event that the SOSARs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the SOSARs will nonetheless become fully vested and exercisable if the Participant’s employment is terminated by the Company not for Cause or by the Participant for Good Reason within six months before (in which case the SOSARs will become fully vested and exercisable as of the effective date of the Change of Control) or two years (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, consulting or other similar agreement, plan, or policy, if applicable) after the effective date of a Change of Control (in which case the SOSARs will become fully vested and exercisable as of the Participant’s Termination Date).  The vested SOSARs must be exercised, if at all, as provided inSection4.

Exhibit 10(z) – Page 3

(iii) In the event that the SOSARs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the Participant will also be entitled to receive, with respect to each SOSARthat becomes vested following the effective date of the Change of Control pursuant to Section 3 or Section 4, a value restoration payment with respect to such SOSAR (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the Company or its successor or an Affiliate of the Company or its successor through the applicable vesting date. The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the effective date of the Change of Control and, if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4) (in each case, less the SOSAR Exercise Price, as such Exercise Price may be adjusted pursuant to Section 4(f)(i), provided that the difference between the Fair Market Value and the exercise price in each calculation may not be less than zero)).  Any such Value Restoration Payment shall be paid to the Participant in cash within thirty (30) days following the applicable vesting date.

5. Non-Solicitation.  In consideration for this Agreement and notwithstanding any other provision in this Agreement, the Participant agrees to comply with the non-solicitation covenants set forth below (except where not applicable due to some state laws):

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

(b) Non-Solicitation of Employees.  The Participant recognizes that while employed by or in service to the Company, the Participant will possess confidential information about other employees of the Company and its Subsidiaries or other Affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its Subsidiaries or other Affiliates.  The Participant recognizes that this information is not generally known, is of substantial value to the Company and its Subsidiaries or other Affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by the Participant because of the Participant’s business position with the Company.  The Participant agrees that during the period of employment with or service to the Company and for two years after the Participant’s Termination Date, regardless of the reason for termination, the Participant will not, directly or indirectly, solicit or recruit any employee of the Company or any of its Subsidiaries or other Affiliates for the purpose of being employed by the Participant or by any business, individual, partnership, firm, corporation or other entity on whose behalf the Participant is acting as an agent, representative or employee and that the Participant will not convey any such confidential information or trade secrets about other employees of the Company or any of its Subsidiaries or other Affiliates to any other person except within the scope of the Participant’s duties as an employee of or service provider to the Company.

(c) Remedies.  If the Participant violates either of the covenants in Section5(a) or Section5(b) above, the SOSARs will be forfeited and the Participant’s rights under the Agreement will terminate.  In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this section, in addition to any other rights or remedies of the Company, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security will be required in connection therewith.  Further, the Company will be entitled to any appropriate relief, including money damages, equitable relief, and attorneys’ fees.

6. Additional Provisions

(a) No Right to Continued Employment or Service; No Right to Further Awards.  Nothing in the Plan or the Agreement gives the Participant any right to continue in the employment or service of the Company or an Affiliate or interferes with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time.  Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the SOSARs (if any) will terminate on the Exhibit 10(z) – Page 4

Participant’s Termination Date.  The grant of the SOSARs does not create any obligation to grant further awards.

(b) Tax Consequences.  The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences.  The Participant acknowledges that there may be adverse tax consequences upon the grant, vesting or exercise of the SOSARs and/or the acquisition or disposition of the Shares or other benefits subject to the SOSARs and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof.  The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c) SOSARs Subject to Plan.  By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Agreement and the Participant’s rights are subject to the Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict between any term or provision in the Agreement and a term or provision of the Plan, the Plan terms will govern, unless the Administrator determines otherwise.

(d) Amendment; Waiver; Superseding Effect.  This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the SOSARs or any related rights, and the Participant waives any rights or claims related to any such statements, representations or agreements.

(e) Recoupment and Forfeiture.  As a condition to receiving the SOSARs, the Participant agrees that he or she will abide by the Company’s Director and Executive Stock Ownership and Equity Retention Guidelines and Clawback Policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.  Further, the Participant will be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.

(f) Administrator Discretion.  The Administrator has full authority and discretion with respect to the SOSARs and this Agreement to the extent provided in the Plan.

Exhibit 10(z) – Page 5

EX-31

exhibit 31(a)

certification of chief executive officer

I, J. Thomas Hill, 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 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 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       August 3, 2016
			/s/ J. Thomas Hill J. Thomas Hill Chairman, President and Chief Executive Officer

Exhibit 31(a)

exhibit 31(b)

certification of chief financial officer

I, John R. McPherson, 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 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 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       August 3, 2016
			/s/ John R. McPherson John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer

Exhibit 31(b)

EX-32

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, J. Thomas Hill,Chairman, President and Chief Executive Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter ended June 30, 2016, 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/ J. Thomas Hill J. Thomas Hill Chairman, President and Chief Executive Officer August 3, 2016
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)

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, John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter endedJune 30, 2016, 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/ John R. McPherson John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer August 3, 2016
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-95

exhibit 95

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 and the subsequent implementing regulation issued by the SEC require 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 June 30, 2016,  noneof our operations: (i) received any orders under Section 104(b), which are issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (ii) had any flagrant violations under Section 110(b)(2); (iii)  received notice from MSHA of a pattern of violations of mandatory health or safety standards under Section 104(e); or (iv) had any mining-related fatalities.

Exhibit 95 – Page 1

SECOND Quarter 2016

The table below sets forth, by mine, the total number of citations and/or orders issued 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 June 30, 2016.  Of our 248 active MSHA-regulated facilities during the quarter, we received 150 federal mine safety inspections at 135 facilities during the reporting period. Of our inspected facilities,  111 did not receive any reportable citations or orders.

Name of Operation	Number of Inspections	Total Number of S&S Citations	Mine Act § 104(b) Orders	Mine Act § 104(d) Citations and Orders	Mine Act § 110(b)(2) Violations	Mine Act § 107(a) Orders	Total Dollar Value of Proposed MSHA Assessments (dollars in thousands)	Total Number of Mining Related Fatalities	Received Written Notice under Mine Act § 104(e) (yes/no)
1604 STONE, TX	1	1	0	0	0	0	0	0	No
ABILENE BLACK LEASE, TX	1	1	0	0	0	0	0.3	0	No
BACA S&G,NM	1	1	0	0	0	0	0.7	0	No
BENTON COUNTY QY, TN	1	2	0	0	0	0	0.2	0	No
BOLINGBROOK STONE, IL	1	1	0	1	0	0	0.3	0	No
CHEROKEE QUARRY, AL	1	1	0	0	0	1	0	0	No
DREYFUS QUARRY, SC	2	1	0	0	0	0	0	0	No
FORT KNOX, KY	1	1	0	0	0	0	0	0	No
FRANKLIN QUARRY, TN	1	1	0	0	0	0	0.2	0	No
GLENCOE, AL	1	1	0	0	0	1	0.7	0	No
HERMITAGE, TN	1	1	0	0	0	0	0	0	No
KANKAKEE, IL	1	1	0	0	0	0	0	0	No
MANTENO, IL	1	4	0	0	0	0	0	0	No
MARANA S&G, AZ	1	1	0	0	0	0	0	0	No
MARYVILLE QUARRY, TN	5	1	0	0	0	0	0	0	No
MCCOOK, IL	1	5	0	0	0	0	0	0	No
MIAMI QUARRY, FL	1	1	0	0	0	0	0	0	No
NEWPORT QUARRY, TN	2	2	0	0	0	0	0.3	0	No
OHATCHEE, AL	1	1	0	0	0	0	0.2	0	No
PILARCITOS QUARRY, CA	1	1	0	0	0	0	0	0	No
SANDLAND PLANT, FL	1	1	0	0	0	0	0	0	No
SUN VALLEY S&G, CA	1	1	0	0	0	0	0	0	No
TABLE MOUNTAIN PLANT, CA	1	1	0	0	0	0	0	0	No
VAL VISTA S&G, AZ	1	2	0	0	0	0	0.7	0	No
OTHER OPERATIONS - 111	120	0	0	0	0	0	0	0	No
Total	150	34	0	1	0	2	3.6	0

The total dollar value of proposed assessments received during the three months ended June 30, 2016 for all other citations, as well as proposed assessments received during the reporting period for citations previously issued, is  $10,541.

The table below sets forth, by mine, category of legal action and number of legal actions pending before the Federal Mine Safety and Health Review Commission as of June 30, 2016.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
BRISTOL QUARRY, TN	0	0	2

Exhibit 95 – Page 2

The table below sets forth, by mine, category of legal action and number of legal actions filed before the Federal Mine Safety and Health Review Commission during the three months ended June 30, 2016.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
Augusta plant, va	2	0	0
benton county quarry, tn	1	0	0
bolingbook underground, il	2	0	0
boone quarry, nc	1	0	0
grand rivers quarry, ky	3	0	0
north troy, ok	2	0	0
notasulga quarry, al	1	0	0
readyville quarry, tn	1	0	0

The table below sets forth, by mine, category of legal action and number of legal actions resolved (disposed) by the Federal Mine Safety and Health Review Commission during the three months ended June 30, 2016.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
fort pierce mine, fl	1	0	0
huebner road quarry, tx	2	0	0
tazwell quarry, tn	1	0	0
val vista – citrus grove 150, az	2	0	0

Exhibit 95 – Page 3

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 29, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Trading Symbol	VMC
Entity Registrant Name	Vulcan Materials CO
Entity Central Index Key	0001396009
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		133,071,629

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015
Assets
Cash and cash equivalents	$ 91,902	$ 284,060	$ 74,736
Restricted cash	0	1,150	0
Accounts and notes receivable
Accounts and notes receivable, gross	537,127	423,600	495,781
Less: Allowance for doubtful accounts	(4,332)	(5,576)	(5,370)
Accounts and notes receivable, net	532,795	418,024	490,411
Inventories
Finished products	295,405	297,925	292,932
Raw materials	25,366	21,765	21,610
Products in process	2,223	1,008	1,461
Operating supplies and other	24,872	26,375	25,825
Inventories	347,866	347,073	341,828
Current deferred income taxes	0	0	39,562
Prepaid expenses	50,844	34,284	75,663
Total current assets	1,023,407	1,084,591	1,022,200
Investments and long-term receivables	38,924	40,558	41,603
Property, plant & equipment
Property, plant & equipment, cost	7,052,051	6,891,287	6,752,916
Reserve for depreciation, depletion & amortization	(3,834,680)	(3,734,997)	(3,637,392)
Property, plant & equipment, net	3,217,371	3,156,290	3,115,524
Goodwill	3,094,824	3,094,824	3,094,824
Other intangible assets, net	754,341	766,579	767,995
Other noncurrent assets	161,246	158,790	153,737
Total assets	8,290,113	8,301,632	8,195,883
Liabilities
Current maturities of long-term debt	131	130	14,124
Short-term debt (line of credit)	0	0	138,500
Trade payables and accruals	176,476	175,729	190,904
Other current liabilities	156,071	177,620	163,112
Total current liabilities	332,678	353,479	506,640
Long-term debt	1,982,527	1,980,334	1,893,737
Noncurrent deferred income taxes	683,999	681,096	686,171
Deferred revenue	203,800	207,660	211,429
Other noncurrent liabilities	607,778	624,875	670,949
Total liabilities	3,810,782	3,847,444	3,968,926
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480,000 shares, Outstanding 133,027, 133,172 and 132,984 shares, respectively	133,027	133,172	132,984
Capital in excess of par value	2,826,471	2,822,578	2,791,232
Retained earnings	1,639,267	1,618,507	1,453,752
Accumulated other comprehensive loss	(119,434)	(120,069)	(151,011)
Total equity	4,479,331	4,454,188	4,226,957
Total liabilities and equity	$ 8,290,113	$ 8,301,632	$ 8,195,883

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Common stock, par value	$ 1	$ 1	$ 1
Common stock, shares authorized	480,000,000	480,000,000	480,000,000
Common stock, shares outstanding	133,027,000	133,172,000	132,984,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Total revenues	$ 956,825,000	$ 895,143,000	$ 1,711,552,000	$ 1,526,436,000
Cost of revenues	664,641,000	660,694,000	1,254,649,000	1,214,122,000
Gross profit	292,184,000	234,449,000	456,903,000	312,314,000
Selling, administrative and general expenses	82,681,000	69,197,000	159,149,000	135,960,000
Gain on sale of property, plant & equipment and businesses	356,000	249,000	911,000	6,624,000
Business interruption claims recovery	10,962,000	0	10,962,000	0
Impairment of long-lived assets	(860,000)	(5,190,000)	(10,506,000)	(5,190,000)
Restructuring charges	0	(1,280,000)	(320,000)	(4,098,000)
Other operating expense, net	(6,175,000)	(5,255,000)	(20,094,000)	(9,156,000)
Operating earnings	213,786,000	153,776,000	278,707,000	164,534,000
Other nonoperating income (expense), net	29,000	(439,000)	(666,000)	542,000
Interest expense, net	(33,333,000)	(83,651,000)	(67,065,000)	(146,132,000)
Earnings from continuing operations before income taxes	180,482,000	69,686,000	210,976,000	18,944,000
Provision for income taxes	54,200,000	19,867,000	63,964,000	5,791,000
Earnings from continuing operations	126,282,000	49,819,000	147,012,000	13,153,000
Loss on discontinued operations, net of tax	(2,532,000)	(1,657,000)	(4,338,000)	(4,669,000)
Net earnings	123,750,000	48,162,000	142,674,000	8,484,000
Other comprehensive income, net of tax
Reclassification adjustment for cash flow hedges	301,000	3,077,000	595,000	5,325,000
Amortization of actuarial loss and prior service cost for benefit plans	20,000	2,697,000	40,000	5,378,000
Other comprehensive income	321,000	5,774,000	635,000	10,703,000
Comprehensive income	$ 124,071,000	$ 53,936,000	$ 143,309,000	$ 19,187,000
Basic earnings (loss) per share
Continuing operations	$ 0.95	$ 0.37	$ 1.10	$ 0.10
Discontinued operations	(0.02)	(0.01)	(0.03)	(0.04)
Net earnings	0.93	0.36	1.07	0.06
Diluted earnings (loss) per share
Continuing operations	0.93	0.37	1.09	0.10
Discontinued operations	(0.02)	(0.01)	(0.04)	(0.04)
Net earnings	$ 0.91	$ 0.36	$ 1.05	$ 0.06
Weighted-average common shares outstanding
Basic	133,419	133,103	133,619	132,882
Assuming dilution	135,395	135,234	135,370	134,689
Cash dividends per share of common stock	$ 0.20	$ 0.10	$ 0.40	$ 0.20
Depreciation, depletion, accretion and amortization	$ 71,908,000	$ 68,384,000	$ 141,314,000	$ 135,108,000
Effective tax rate from continuing operations	30.00%	28.50%	30.30%	30.60%

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Activities
Net earnings	$ 142,674,000	$ 8,484,000
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	141,314,000	135,108,000
Net gain on sale of property, plant & equipment and businesses	(911,000)	(6,624,000)
Contributions to pension plans	(4,737,000)	(2,822,000)
Share-based compensation	10,832,000	9,679,000
Excess tax benefits from share-based compensation	(23,749,000)	(11,457,000)
Deferred tax provision (benefit)	2,592,000	(11,656,000)
Cost of debt purchase	0	67,075,000
Changes in assets and liabilities before initial effects of business acquisitions and dispositions	(135,024,000)	(109,790,000)
Other, net	(30,458,000)	(13,360,000)
Net cash provided by operating activities	102,533,000	64,637,000
Investing Activities
Purchases of property, plant & equipment	(199,764,000)	(148,721,000)
Proceeds from sale of property, plant & equipment	2,427,000	3,419,000
Payment for businesses acquired, net of acquired cash	(1,611,000)	(21,387,000)
Decrease in restricted cash	1,150,000	0
Other, net	1,862,000	(334,000)
Net cash used for investing activities	(195,936,000)	(167,023,000)
Financing Activities
Proceeds from line of credit	3,000,000	284,000,000
Payments of line of credit	(3,000,000)	(145,500,000)
Payment of current maturities and long-term debt	(9,000)	(530,945,000)
Proceeds from issuance of long-term debt	0	400,000,000
Debt and line of credit issuance costs	0	(7,382,000)
Purchases of common stock	(69,156,000)	0
Dividends paid	(53,338,000)	(26,549,000)
Proceeds from exercise of stock options	0	50,769,000
Excess tax benefits from share-based compensation	23,749,000	11,457,000
Other, net	(1,000)	(1,000)
Net cash provided by (used for) financing activities	(98,755,000)	35,849,000
Net decrease in cash and cash equivalents	(192,158,000)	(66,537,000)
Cash and cash equivalents at beginning of year	284,060,000	141,273,000
Cash and cash equivalents at end of period	$ 91,902,000	$ 74,736,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 1: summary of significant accounting policies

NATURE OF OPERATIONS

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

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. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving states in metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our mid-Atlantic, Georgia, Southwestern and Western markets.

BASIS OF PRESENTATION

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. Our Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from the audited financial statement, but it does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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 described in Note 2, the 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 2016 presentation.

RESTRUCTURING CHARGES

In 2014, we announced changes to our executive management team, and a new divisional organization structure that was effective January 1, 2015. During the six months ended June 30, 2016 and June 30, 2015, we incurred $320,000 and $4,098,000, respectively, of costs related to these initiatives. Future related charges for these initiatives are estimated to be immaterial.

EARNINGS PER SHARE (EPS)

Earnings per share 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		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Weighted-average common shares
outstanding	133,419	133,103	133,619	132,882
Dilutive effect of
Stock options/SOSARs 1	1,007	991	940	996
Other stock compensation plans	969	1,140	811	811
Weighted-average common shares
outstanding, assuming dilution	135,395	135,234	135,370	134,689

1  Stock-Only Stock Appreciation Rights (SOSARs)

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. There were no excluded shares for the periods presented.

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

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Antidilutive common stock equivalents	97	556	327	556

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DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2016

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. 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 revenues from discontinued operations for the periods presented. Results from discontinued operations are as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Discontinued Operations
Pretax loss	$       (4,197)	$       (2,671)	$       (7,177)	$       (7,653)
Income tax benefit	1,665	1,014	2,839	2,984
Loss on discontinued operations,
net of tax	$       (2,532)	$       (1,657)	$       (4,338)	$       (4,669)

The losses from discontinued operations noted above include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

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INCOME TAXES

6 Months Ended

Jun. 30, 2016

INCOME TAXES [Abstract]

INCOME TAXES

Note 3: Income Taxes

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates, permanent differences between book and tax accounting such as percentage depletion, and tax planning alternatives available in the various jurisdictions in which we operate. For interim financial reporting, we calculate our quarterly income tax provision in accordance with the EAETR. Each quarter, we update our EAETR based on our revised full-year expectation of pretax earnings and calculate the income tax provision so that the year-to-date income tax provision reflects the EAETR. Significant judgment is required in determining our EAETR.

In the second quarter of 2016, we recorded income tax expense from continuing operations of $54,200,000 compared to $19,867,000 in the second quarter of 2015. The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

For the first six months of 2016, we recorded income tax expense from continuing operations of $63,964,000 compared to $5,791,000 for the first six months of 2015. The increase in our income tax expense resulted largely from applying the statutory rate to the increase in our pretax earnings.

We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the financial statement’s carrying amounts of assets and liabilities and the amounts used for income tax purposes. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns. With our adoption of Accounting Standards Update 2015-17, “Balance Sheet Classification of Deferred Taxes” as of December 31, 2015, all deferred tax assets and liabilities are presented as noncurrent. We adopted this standard prospectively and as a result, we did not restate periods prior to adoption.

Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback orcarryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized.

Based on our second quarter 2016 analysis, we believe it is more likely than not that we will realize the benefit of all our deferred tax assets with the exception of certain state net operating loss carryforwards. For 2016, we project deferred tax assets related to state net operating loss carryforwards of $60,131,000, of which $57,841,000 relates to Alabama. The Alabama net operating loss carryforward, if not utilized, would expire in years 2022 – 2029. Prior to 2015, we carried a full valuation allowance against this Alabama deferred tax asset as we did not expect to utilize any portion ofit. During 2015, we restructured our legal entities which, among other benefits, resulted in a partial release of the valuation allowance in the amount of $4,655,000 during the third quarter of 2015. Our analyses over the last three quarters have confirmed our third quarter 2015 conclusion but resulted in no further reductions of the valuation allowance. We expect to further reduce, or possibly eliminate, this valuation allowance once we have returned to sustained profitability (as defined in our most recent Annual Report on Form 10-K), which we project could occur in the fourth quarter of 2016.

We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax benefit. Our liability for 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.

A summary of our deferred tax assets is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2015.

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DEFERRED REVENUE

6 Months Ended

Jun. 30, 2016

DEFERRED REVENUE [Abstract]

DEFERRED REVENUE

Note 4: deferred revenue

In 2013 and 2012, we sold a percentage interest in future production structured as volumetric production payments (VPPs).

The VPPs:

§ relate to eight quarries in Georgia and South Carolina

§ provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future production from aggregates reserves

§ are both time and volume limited

§ contain no minimum annual or cumulative guarantees for production or sales volume, nor minimum sales price

Our consolidated total revenues exclude the sales of aggregates owned by the VPP purchaser.

We received net cash proceeds from the sale of the VPPs of $153,282,000 and $73,644,000 for the 2013 and 2012 transactions, respectively. These proceeds were recorded as deferred revenue on the balance sheet and are amortized to revenue on a unit-of-sales basis over the terms of the VPPs (expected to be approximately 25 years, limited by volume rather than time).

Reconciliation of the deferred revenue balances (current and noncurrent) is as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Revenue
Balance at beginning of period	$     212,292	$     218,987	$     214,060	$     219,968
Amortization of deferred revenue	(2,092)	(1,558)	(3,860)	(2,539)
Balance at end of period	$     210,200	$     217,429	$     210,200	$     217,429

Based on expected sales from the specified quarries, we expect to recognize approximately $6,400,000 of deferred revenue as income during the 12-month period ending June 30, 2017 (reflected in other current liabilities in our 2016 Condensed Consolidated Balance Sheet).

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2016

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

Note 5: 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

Assets subject to fair value measurement on a recurring basis are summarized below:

	Level 1 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Mutual funds	$        6,389	$      11,472	$      14,488
Equities	7,702	8,992	12,274
Total	$      14,091	$      20,464	$      26,762

	Level 2 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Money market mutual fund	$        2,134	$        2,124	$        1,355
Total	$        2,134	$        2,124	$        1,355

We have established two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation 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. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (short-term, highly liquid assets in commercial paper, short-term bonds and certificates of deposit).

Net gains of the Rabbi Trust investments were $535,000 and $184,000 for the six months ended June 30, 2016 and 2015, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at June 30, 2016 and 2015 were $(571,000) and $22,000, respectively.

The year-to-date decrease of $6,363,000 in total Rabbi Trust asset fair values at June 30, 2016 is primarily attributable to the elections by several retired executives to receive their distributions from the nonqualified retirement and deferred compensation plans.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and other current liabilities 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 7, respectively.

Assets that were subject to fair value measurement on a nonrecurring basis are summarized below:

	Period ending June 30, 2016		Period ending June 30, 2015
		Impairment		Impairment
in thousands	Level 2	Charges	Level 2	Charges
Fair Value Nonrecurring
Property, plant & equipment, net	$              0	$       1,359	$              0	$       2,176
Other intangible assets, net	0	8,180	0	2,858
Other assets	0	967	0	156
Total	$              0	$     10,506	$              0	$       5,190

We recorded $10,506,000 and $5,190,000 of losses on impairment of long-lived assets for the six months ended June 30, 2016 and 2015, respectively, reducing the carrying value of these Aggregates segment assets to their estimated fair values of $0 and $0. Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).

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DERIVATIVE INSTRUMENTS

6 Months Ended

Jun. 30, 2016

DERIVATIVE INSTRUMENTS [Abstract]

DERIVATIVE INSTRUMENTS

Note 6: Derivative Instruments

During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, and consistent with our risk management policies, we use derivative instruments to balance the cost and risk of such expenses. 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 cash flow hedges or fair value hedges. 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. 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.

CASH FLOW HEDGES

During 2007, we entered into fifteen forward starting interest rate locks on $1,500,000,000 of future debt issuances in order to hedge the risk of higher interest rates. Upon the 2007 and 2008 issuances of the related fixed-rate debt, underlying interest rates were lower than the rate locks and we terminated and settled these forward starting locks for cash payments of $89,777,000. This amount was booked to AOCI and is being amortized to interest expense over the term of the related debt.

This amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

		Three Months Ended		Six Months Ended
	Location on	June 30		June 30
in thousands	Statement	2016	2015	2016	2015
Cash Flow Hedges
Loss reclassified from AOCI	Interest
(effective portion)	expense	$          (497)	$       (5,094)	$          (983)	$       (8,815)

The loss reclassified from AOCI for the six months ended June 30, 2015 includes the acceleration of a proportional amount of the deferred loss in the amount of $7,208,000, referable to the debt purchases as described in Note 7.

For the 12-month period ending June 30, 2017, we estimate that $2,092,000 of the pretax loss in AOCI will be reclassified to earnings.

FAIR VALUE HEDGES

In June 2011, we issued $500,000,000 of 6.50% fixed-rate notes due in 2016 to refinance near term floating-rate debt. Concurrently, we entered into interest rate swap agreements in the stated amount of $500,000,000 to reestablish the pre-refinancing mix of fixed- and floating-rate debt. Under these agreements, we paid 6-month London Interbank Offered Rate (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 gain component of the settlement (cash proceeds less $1,995,000 of accrued interest) was added to the carrying value of the related debt and was amortized as a reduction to interest expense over the terms of the related debt using the effective interest method.

This deferred gain amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Gain on Settlement
Amortized to earnings as a reduction
to interest expense	$              0	$       2,000	$              0	$       2,513

The deferred gain was fully amortized in December 2015, concurrent with the retirement of the 10.125% notes due 2015.The amortized deferred gain for the six months ended June 30, 2015 includes the acceleration of a proportional amount of the deferred gain in the amount of $1,642,000 referable to the debt purchases as described in Note 7.

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DEBT

6 Months Ended

Jun. 30, 2016

DEBT [Abstract]

DEBT

Note 7: Debt

Debt is detailed as follows:

	Effective	June 30	December 31	June 30
in thousands	Interest Rates	2016	2015	2015
Short-term Debt
Bank line of credit expires 2020 1, 2, 3	n/a	$                  0	$                0	$     138,500
Total short-term debt		$                  0	$                0	$     138,500
Long-term Debt
Bank line of credit expires 20201, 2, 3	1.25%	$       235,000	$     235,000	$                0
10.125% notes due 2015	n/a	0	0	150,000
6.50% notes due 2016	n/a	0	0	0
6.40% notes due 2017	n/a	0	0	0
7.00% notes due 2018	7.87%	272,512	272,512	272,512
10.375% notes due 2018	10.63%	250,000	250,000	250,000
7.50% notes due 2021	7.75%	600,000	600,000	600,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
Industrial revenue bond due 2022	n/a	0	0	14,000
4.50% notes due 2025	4.65%	400,000	400,000	400,000
7.15% notes due 2037	8.05%	240,188	240,188	240,188
Other notes 3	6.24%	489	498	613
Unamortized discounts and debt issuance costs	n/a	(21,531)	(23,734)	(25,975)
Unamortized deferred interest rate swap gain 4	n/a	0	0	523
Total long-term debt including current maturities		$    1,982,658	$  1,980,464	$  1,907,861
Less current maturities		131	130	14,124
Total long-term debt		$    1,982,527	$  1,980,334	$  1,893,737
Total debt 5		$    1,982,658	$  1,980,464	$  2,046,361
Estimated fair value of long-term debt		$    2,272,149	$  2,204,816	$  2,140,942

1	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise.
2	The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.
3	Non-publicly traded debt.
4	The unamortized deferred gain was realized upon the August 2011 settlement of interest rate swaps as described in Note 6.
5	Face value of our debt is equal to total debt less unamortized discounts and debt issuance costs, and unamortized deferred interest rate swap gain, as follows: June 30, 2016 — $2,004,189 thousand, December 31, 2015 — $2,004,198 thousand and June 30, 2015 — $2,071,813 thousand.

Our total debt is presented in the table above net of unamortized discounts from par, unamortized deferred debt issuance costs and unamortized deferred interest rate swap settlement gain. Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $2,203,000 of net interest expense for these items for the six months ended June 30, 2016.

The estimated fair value of our debt presented in the table above was determined by: (1) averaging several asking price quotes for the publicly traded notes and (2) assuming par value for the remainder of the debt. The fair value estimates for the publicly traded notes were based on Level 2 information (as defined in Note 5) as of their respective balance sheet dates.

LINE OF CREDIT

In June 2015, we cancelled our secured $500,000,000 line of credit and entered into an unsecured $750,000,000 line of credit (incurring $2,589,000 of transaction fees).

The line of credit agreement expires in June 2020 and contains affirmative, negative and financial covenants customary for an unsecured facility. The primary negative covenant limits our ability to incur secured debt. The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1, and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of June 30, 2016, we were in compliance with the line of credit covenants.

Borrowings on our line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend repayment beyond twelve months. Borrowings bear interest, at our option, at either LIBOR plus a credit margin ranging from 1.00% to 2.00%, or SunTrust Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.00% to 1.00%. The credit margin for both LIBOR and base rate borrowings is determined by either our ratio of debt to EBITDA or our credit ratings, based on the metric that produces the lower credit spread. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the credit margin for LIBOR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.10% to 0.35%determined by either our ratio of debt to EBITDA or our credit ratings, based on the metric that produces the lower fee. As of June 30, 2016, the credit margin for LIBOR borrowings was 1.25%, the credit margin for base rate borrowings was 0.25%, and the commitment fee for the unused amount was 0.15%.

As of June 30, 2016, our available borrowing capacity was $475,160,000. Utilization of the borrowing capacity was as follows:

§ $235,000,000 was borrowed

§ $39,840,000 was used to provide support for outstanding standby letters of credit

TERM DEBT

All of our term debt is unsecured. All such debt, other than the $489,000 of other notes, is governed by two essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt. As of June 30, 2016, we were in compliance with all of the term debt covenants.

In December 2015, we repaid our $150,000,000 10.125% notes due 2015 via borrowing on our line of credit. In August 2015, we repaid our $14,000,000 industrial revenue bond due 2022 via borrowing on our line of credit. These repayments did not incur any prepayment penalties.

In March 2015, we issued $400,000,000 of 4.50% senior notes due 2025. Proceeds (net of underwriter fees and other transaction costs) of $395,207,000 were partially used to fund the March 30, 2015 purchase, via tender offer, of $127,303,000 principal amount (32%) of the 7.00% notes due 2018. The March 2015 debt purchase cost $145,899,000, including an $18,140,000 premium above the principal amount of the notes and transaction costs of $456,000. The premium primarily reflects the trading price of the notes relative to par prior to the tender offer commencement. Additionally, we recognized $3,138,000 of net noncash expense associated with the acceleration of a proportional amount of unamortized discounts, deferred debt issuance costs, and deferred interest rate derivative settlement gains and losses. The combined first quarter 2015 charge of $21,734,000 is presented in the accompanying Condensed Consolidated Statement of Comprehensive Income as a component of interest expense for the six month period ended June 30, 2015.

The remaining net proceeds from the March 2015 debt issuance, together with cash on hand and borrowings under our line of credit, funded: (1) the April 2015 redemption of $218,633,000 principal amount (100%) of the 6.40% notes due 2017, (2) the April 2015 redemption of $125,001,000 principal amount (100%) of the 6.50% notes due 2016 and (3) the April 2015 purchase, via the tender offer commenced in March 2015 of $185,000 principal amount (less than 1%) of the 7.00% notes due 2018. The April 2015 debt purchases cost $385,024,000, including a $41,153,000 premium above the principal amount of the notes and transaction costs of $52,000. The premium primarily reflects the make-whole value of the 2016 notes and the 2017 notes. Additionally, we recognized $4,136,000 of net noncash expense associated with the acceleration of unamortized discounts, deferred debt issuance costs, and deferred interest rate derivative settlement gains and losses. The combined second quarter 2015 charge of $45,341,000 was a component of interest expense for the three and six month periods ended June 30, 2015.

STANDBY LETTERS OF CREDIT

We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, typically renew automatically, and can only be modified or cancelled with the approval of the beneficiary. All of our standby letters of credit are issued by banks that participate in our $750,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of June 30, 2016 are summarized by purpose in the table below:

in thousands
Standby Letters of Credit
Risk management insurance	$       34,111
Reclamation/restoration requirements	5,729
Total	$       39,840

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2016

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

Note 8: Commitments and Contingencies

As summarized by purpose directly above in Note 7, our standby letters of credit totaled $39,840,000 as of June 30, 2016.

LITIGATION AND ENVIRONMENTAL MATTERS

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

We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period.

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, 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, other material legal proceedings are more specifically described below.

§ Lower Passaic River Study Area (Superfund Site) — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey. Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group) to a May 2007 Administrative Order on Consent (AOC) with the U.S. Environmental Protection Agency (EPA) to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River). However, before the draft RI/FS was issued in final form, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River. The EPA estimates that the cost of implementing this proposal is $1.38 billion. The Cooperating Parties Group draft RI/FS estimates the preferred remedial action presented therein to cost in the range of $475 million to $725 million.

Efforts to remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades. Vulcan formerly owned a chemicals operation near the mouth of the River, which was sold in 1974. The major risk drivers in the River have been identified as dioxins, PCBs, DDx and mercury. Vulcan did not manufacture any of these risk driversand has no evidence that any of these were discharged into the River by Vulcan.

The AOC does not obligate us to fund or perform the remedial action contemplated by either the draft RI/FS or the ROD. Furthermore, the parties who will participate in funding the remediation and their respective allocations, have not been determined. Vulcan does not agree that a bank-to-bank remedy is warranted, and Vulcan is not obligated to fund any of the remedial action at this time; nevertheless, we previously estimated the cost to be incurred by us for a bank-to-bank dredging remedy and recorded an immaterial loss for this matter in 2015.

§ TEXAS BRINE MATTER — During the operation of its former Chemicals Division, Vulcan was the lessee to a salt lease from 1976 – 2005 in an underground salt dome formation in Assumption Parish, Louisiana. The Texas Brine Company (Texas Brine) operated this salt mine for the account of Vulcan. Vulcan sold its Chemicals Division in 2005 and assigned the lease to the purchaser, and Vulcan has had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed near the salt dome and numerous lawsuits were filed in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were also filed in August 2012 in federal court in the Eastern District of Louisiana in New Orleans.

There are numerous defendants to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Brine. Vulcan has since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisiana. The damages alleged in the litigation range from individual plaintiffs’ claims for property damage, to the state of Louisiana’s claim for response costs, to claims for physical damages to oil pipelines, to business interruption claims. In addition to the plaintiffs’ claims, Vulcan has also been sued for contractual indemnity and comparative fault by both Texas Brine and Occidental Chemical Co. (Occidental).  The total amount of damages claimed is in excess of $500 million. It is alleged that the sinkhole was caused, in whole or in part, by Vulcan’s negligent actions or failure to act. It is also alleged that Vulcan breached the salt lease, as well as an operating agreement and a drilling agreement with Texas Brine; that Vulcan is strictly liable for certain property damages in its capacity as a former assignee of the salt lease; and that Vulcan violated certain covenants and conditions in the agreement under which it sold its Chemicals Division in 2005. Vulcan has made claims for contractual indemnity, comparative fault, and breach of contract against Texas Brine, as well as claims for contractual indemnity and comparative fault against Occidental. Discovery is ongoing and the first trial date in any of these cases has been set for March 2017.At this time, we cannot reasonably estimate a range of liability pertaining to this matter.

§ HEWITT LANDFILL MATTER — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Vulcan to assess, monitor, cleanup and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. The CAO follows a 2014 Investigative Order from the RWQCB that sought data and a technical evaluation regarding the Hewitt Landfill, and a subsequent amendment to the Investigative Order requiring Vulcan to provide groundwater monitoring results to the RWQCB and to create and implement a work plan for further investigation of the Hewitt Landfill.In April 2016, Vulcan submitted an interim remedial action plan (IRAP) to the RWQCB, proposing a pilot test of a pump and treat system;  testing and implementation of a leachate recovery system; and storm water capture and conveyance improvements. Until this pilot testing and additional investigative work is complete, we are unable to estimate the cost of remedial action.

Vulcan is also engaged in an ongoing dialogue with the EPA, the Los Angeles Department of Water and Power, and other stakeholders regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.In July 2016, the EPA sent a letter to Vulcan requesting that we enter into an AOC for remedial design work at the NHOU including, but not limited to, the design of two groundwater extraction wells south of the Hewitt Landfill. We expect to have further discussions with the EPA regarding their request. At this time, we cannot reasonably estimate a range of liability pertaining to this matter.

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, or the verdict of a particular jury, 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. Legal costs incurred in defense of lawsuits are expensed as incurred. 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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ASSET RETIREMENT OBLIGATIONS

6 Months Ended

Jun. 30, 2016

ASSET RETIREMENT OBLIGATIONS [Abstract]

ASSET RETIREMENT OBLIGATIONS

Note 9: 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 something 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 six month periods ended June 30, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
ARO Operating Costs
Accretion	$        2,716	$        2,936	$        5,472	$        5,787
Depreciation	1,621	1,568	3,314	3,001
Total	$        4,337	$        4,504	$        8,786	$        8,788

ARO operating costs are reported in cost of revenues. 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		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Asset Retirement Obligations
Balance at beginning of period	$     220,581	$     238,689	$     226,594	$     226,565
Liabilities incurred	505	4,339	505	6,159
Liabilities settled	(5,450)	(1,270)	(10,320)	(8,000)
Accretion expense	2,716	2,936	5,472	5,787
Revisions, net	(1,309)	(9,775)	(5,208)	4,408
Balance at end of period	$     217,043	$     234,919	$     217,043	$     234,919

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BENEFIT PLANS

6 Months Ended

Jun. 30, 2016

BENEFIT PLANS [Abstract]

BENEFIT PLANS

Note 10: Benefit Plans

We sponsor three funded, noncontributory defined benefit pension plans. These plans cover substantially all employees hired prior to July 2007, other than those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan and the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides benefits equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. In December 2013, we amended our defined benefit pension plans so that future service accruals for salaried pension participants ceased effective December 31, 2013. This change included a special transition provision which allowed covered compensation through December 31, 2015 to be considered in the participants’ benefit calculations.

The following table sets forth the components of net periodic pension benefit cost:

PENSION BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$        1,336	$        1,212	$        2,672	$        2,425
Interest cost	9,126	11,036	18,252	22,073
Expected return on plan assets	(12,890)	(13,684)	(25,781)	(27,368)
Amortization of prior service cost (credit)	(10)	12	(21)	24
Amortization of actuarial loss	1,541	5,455	3,082	10,909
Net periodic pension benefit cost (credit)	$          (897)	$        4,031	$       (1,796)	$        8,063
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$        1,531	$        5,467	$        3,061	$      10,933

We do not expect to be required to makeany contributions to the qualified plans through 2017.

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level. Substantially all of our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits terminate when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65, whichever occurs first.

The following table sets forth the components of net periodic postretirement benefit cost:

OTHER POSTRETIREMENT BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$           280	$           474	$           561	$           947
Interest cost	303	626	605	1,243
Amortization of prior service credit	(1,059)	(1,058)	(2,118)	(2,116)
Amortization of actuarial (gain) loss	(437)	23	(875)	19
Net periodic postretirement benefit cost (credit)	$          (913)	$             65	$       (1,827)	$             93
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$       (1,496)	$       (1,035)	$       (2,993)	$       (2,097)

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OTHER COMPREHENSIVE INCOME

6 Months Ended

Jun. 30, 2016

OTHER COMPREHENSIVE INCOME [Abstract]

OTHER COMPREHENSIVE INCOME

Note 11: other Comprehensive Income

Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of other comprehensive income are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

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

	June 30	December 31	June 30
in thousands	2016	2015	2015
AOCI
Cash flow hedges	$       (13,899)	$       (14,494)	$       (14,997)
Pension and postretirement plans	(105,535)	(105,575)	(136,014)
Total	$     (119,434)	$     (120,069)	$     (151,011)

Changes in AOCI, net of tax, for the six months ended June 30, 2016 are as follows:

		Pension and
	Cash Flow	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balance as of December 31, 2015	$       (14,494)	$     (105,575)	$     (120,069)
Amounts reclassified from AOCI	595	40	635
Net current period OCI changes	595	40	635
Balance as of June 30, 2016	$       (13,899)	$     (105,535)	$     (119,434)

Amounts reclassified from AOCI to earnings, are as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Reclassification Adjustment for Cash Flow
Hedge Losses
Interest expense	$            497	$         5,094	$            983	$         8,815
Benefit from income taxes	(196)	(2,017)	(388)	(3,490)
Total	$            301	$         3,077	$            595	$         5,325
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Cost of revenues	$              27	$         3,643	$              55	$         7,175
Selling, administrative and general expenses	6	788	12	1,660
Benefit from income taxes	(13)	(1,734)	(27)	(3,457)
Total	$              20	$         2,697	$              40	$         5,378
Total reclassifications from AOCI to earnings	$            321	$         5,774	$            635	$       10,703

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EQUITY

6 Months Ended

Jun. 30, 2016

EQUITY [Abstract]

EQUITY

Note 12: Equity

Our capital stock consists solely of common stock, par value $1.00 per share. Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation also authorizes preferred stock of which no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.

Changes in total equity are summarized below:

	Six Months Ended
	June 30
in thousands	2016	2015
Total Equity
Balance at beginning of year	$    4,454,188	$  4,176,699
Net earnings	142,674	8,484
Common stock issued
Share-based compensation, net of shares withheld for taxes	(30,253)	36,485
Purchase and retirement of common stock	(69,156)	0
Share-based compensation expense	10,832	9,679
Excess tax benefits from share-based compensation	23,749	11,457
Cash dividends on common stock ($0.40/$0.20 per share)	(53,338)	(26,549)
Other comprehensive income	635	10,703
Other	0	(1)
Balance at end of period	$    4,479,331	$  4,226,957

There were no shares held in treasury as of June 30, 2016, December 31, 2015 and June 30, 2015. Stock purchases were as follows:

§ six months ended June 30, 2016 – purchased and retired 636,659 shares for a cost of $69,156,000

§ twelve months ended December 31, 2015 – purchased and retired 228,000 shares for a cost of $21,475,000

§ six months ended June 30, 2015 – no shares were purchased

As of June 30, 2016, 2,546,757 shares may be purchased under the current purchase authorization of our Board of Directors.

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2016

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

Note 13: Segment Reporting

We have four operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt Mix, Concrete and Calcium. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. Intersegment sales are made at local market prices for the particular grade and quality of product utilized in the production of asphalt mix and ready-mixed concrete. Management reviews earnings from the product line reporting segments principally at the gross profit level.

segment financial disclosure

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Total Revenues
Aggregates 1	$     791,497	$     733,379	$  1,426,365	$  1,236,888
Asphalt Mix	142,055	128,998	231,154	232,069
Concrete	81,246	78,598	151,643	138,387
Calcium	2,448	2,396	4,358	4,251
Segment sales	$  1,017,246	$     943,371	$  1,813,520	$  1,611,595
Aggregates intersegment sales	(60,421)	(48,228)	(101,968)	(85,159)
Total revenues	$     956,825	$     895,143	$  1,711,552	$  1,526,436
Gross Profit
Aggregates	$     254,008	$     207,285	$     402,392	$     274,950
Asphalt Mix	30,925	21,135	43,139	29,953
Concrete	6,146	4,892	9,623	5,702
Calcium	1,105	1,137	1,749	1,709
Total	$     292,184	$     234,449	$     456,903	$     312,314
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$       59,414	$       57,003	$     116,925	$     112,519
Asphalt Mix	4,136	4,098	8,368	8,007
Concrete	3,088	2,774	6,069	5,502
Calcium	196	164	379	326
Other	5,074	4,345	9,573	8,754
Total	$       71,908	$       68,384	$     141,314	$     135,108
Identifiable Assets 2
Aggregates			$  7,742,618	$  7,497,240
Asphalt Mix			237,546	319,284
Concrete			189,355	185,473
Calcium			5,565	5,520
Total identifiable assets			$  8,175,084	$  8,007,517
General corporate assets			23,127	113,630
Cash and cash equivalents			91,902	74,736
Total			$  8,290,113	$  8,195,883

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight, delivery and transportation revenues, and other revenues related to services.
2	Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

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SUPPLEMENTAL CASH FLOW INFORMATION

6 Months Ended

Jun. 30, 2016

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

Note 14: Supplemental Cash Flow Information

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

	Six Months Ended
	June 30
in thousands	2016	2015
Cash Payments
Interest (exclusive of amount capitalized)	$       67,679	$     134,215
Income taxes	64,556	31,755
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$       20,850	$       13,651
Amounts referable to business acquisitions
Liabilities assumed	0	2,426
Fair value of noncash assets and liabilities exchanged	0	20,000

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GOODWILL

6 Months Ended

Jun. 30, 2016

GOODWILL [Abstract]

GOODWILL

Note 15: Goodwill

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the six month periods ended June 30, 2016 and 2015.

We have fourreportable segments organized around our principal product lines: Aggregates, Asphalt Mix, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment from December 31, 2015 to June 30, 2016 are summarized below:

GOODWILL

in thousands	Aggregates	Asphalt Mix	Concrete	Calcium	Total
Goodwill
Total as of December 31, 2015	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824
Goodwill of acquired businesses	0	0	0	0	0
Goodwill of divested businesses	0	0	0	0	0
Total as of June 30, 2016	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824

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. A 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.

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ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2016

ACQUISITIONS AND DIVESTITURES [Abstract]

ACQUISITIONS AND DIVESTITURES

Note 16: Acquisitions and Divestitures

ACQUISITIONS

Through the six months ended June 30, 2016, we purchased the assets of a trucking business to complement our aggregates logistics and distribution activities for $1,611,000 of cash consideration.

For the full year 2015, we purchased the following for total consideration of $47,198,000  ($27,198,000 cash and $20,000,000 exchanges of real property and businesses (twelve California ready-mixed concrete operations)):

§ one aggregates facility in Tennessee

§ three aggregates facilities and seven ready-mixed concrete operations in Arizona and New Mexico

§ thirteen asphalt mix operations, primarily in Arizona

DIVESTITURES AND PENDING DIVESTITURES

As noted above, in 2015 (first quarter), we exchanged twelve ready-mixed concrete operations in California (representing all of our California concrete operations) for thirteen asphalt mix plants (primarily in Arizona) resulting in a pretax gain of $5,886,000.

No assets met the criteria for held for sale at June 30, 2016, December 31, 2015 or June 30, 2015.

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NEW ACCOUNTING STANDARDS

6 Months Ended

Jun. 30, 2016

NEW ACCOUNTING STANDARDS [Abstract]

NEW ACCOUNTING STANDARDS

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

NET ASSET VALUE PER SHARE INVESTMENTS  During the first quarter of 2016, we adopted Accounting Standards Update (ASU) 2015-07, “Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent).” This ASU removed the requirement to categorize investments within the fair value hierarchy when their fair value is measured using the net asset value per share practical expedient. This ASU also removed the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The impact of this standard is limited to our annual pension plan fair value disclosures.

ACCOUNTING STANDARDS PENDING ADOPTION

CREDIT LOSSES  In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

SHARE-BASED PAYMENTS  In March 2016, the FASB issued ASU 2016-09, “Improvement to Employee Share-Based Payment Accounting,” which amends several aspects of the accounting for employee share-based payment transactions. Entities will be required to recognize the income tax effects of awards in the income statement when the awards vest or are settled (i.e., the use of APIC pools will be eliminated). Additionally, the guidance changes the employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

LEASE ACCOUNTING  In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements and related disclosures.

CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS  In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain aspects of current guidance on the recognition, measurement and disclosure of financial instruments. Among other changes, this ASU requires most equity investments be measured at fair value. Additionally, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for instruments not recognized at fair value in our financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2018. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

INVENTORY MEASUREMENT  In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which changes the measurement principle for inventory from the lower of cost or market principle to the lower of cost and net realizable value principle. The guidance applies to inventories that are measured using the first-in, first-out (FIFO) or average cost method, but does not apply to inventories that are measured using the last-in, first-out (LIFO) or retail inventory method. We use the LIFO method for approximately 67% of our inventory (based on the December 31, 2015 balances); therefore, this ASU will not apply to the majority of our inventory. This ASU is effective prospectively for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2017. While we are still evaluating the impact of ASU 2015-11, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

GOING CONCERN  In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. Early adoption is permitted. We will adopt this standard as of and for the annual period ending December 31, 2016. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

REVENUE RECOGNITION  In May 2014, the FASB issued ASU  2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This ASU provides a more robust framework for addressing revenue issues and expands required revenue recognition disclosures. In March 2016, the FASB issued ASU 2016-08, “Revenue From Contracts With Customers: Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),” which amends the principal versus agent guidance in ASU 2014-09. The amendments in ASU 2016-08 provide guidance on recording revenue on a gross basis versus a net basis based on the determination of whether an entity is a principal or an agent when another party is involved in providing goods or services to a customer. These ASUs are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Further, in applying these ASUs an entity is permitted to use either the full retrospective or cumulative effect transition approach. We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and determining our transition method.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

NATURE OF OPERATIONS

NATURE OF OPERATIONS

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

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. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving states in metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our mid-Atlantic, Georgia, Southwestern and Western markets.

BASIS OF PRESENTATION

BASIS OF PRESENTATION

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. Our Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from the audited financial statement, but it does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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 described in Note 2, the results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

RECLASSIFICATIONS

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2016 presentation.

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

In 2014, we announced changes to our executive management team, and a new divisional organization structure that was effective January 1, 2015. During the six months ended June 30, 2016 and June 30, 2015, we incurred $320,000 and $4,098,000, respectively, of costs related to these initiatives. Future related charges for these initiatives are estimated to be immaterial.

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

Earnings per share 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		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Weighted-average common shares
outstanding	133,419	133,103	133,619	132,882
Dilutive effect of
Stock options/SOSARs 1	1,007	991	940	996
Other stock compensation plans	969	1,140	811	811
Weighted-average common shares
outstanding, assuming dilution	135,395	135,234	135,370	134,689

1  Stock-Only Stock Appreciation Rights (SOSARs)

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. There were no excluded shares for the periods presented.

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

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Antidilutive common stock equivalents	97	556	327	556

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Weighted-Average Common Shares Outstanding

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Weighted-average common shares
outstanding	133,419	133,103	133,619	132,882
Dilutive effect of
Stock options/SOSARs 1	1,007	991	940	996
Other stock compensation plans	969	1,140	811	811
Weighted-average common shares
outstanding, assuming dilution	135,395	135,234	135,370	134,689

1  Stock-Only Stock Appreciation Rights (SOSARs)

Antidilutive Common Stock Equivalents

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Antidilutive common stock equivalents	97	556	327	556

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DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2016

DISCONTINUED OPERATIONS [Abstract]

Results from Discontinued Operations

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Discontinued Operations
Pretax loss	$       (4,197)	$       (2,671)	$       (7,177)	$       (7,653)
Income tax benefit	1,665	1,014	2,839	2,984
Loss on discontinued operations,
net of tax	$       (2,532)	$       (1,657)	$       (4,338)	$       (4,669)

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DEFERRED REVENUE (Tables)

6 Months Ended

Jun. 30, 2016

DEFERRED REVENUE [Abstract]

Reconciliation of Deferred Revenue Balances

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Revenue
Balance at beginning of period	$     212,292	$     218,987	$     214,060	$     219,968
Amortization of deferred revenue	(2,092)	(1,558)	(3,860)	(2,539)
Balance at end of period	$     210,200	$     217,429	$     210,200	$     217,429

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2016

FAIR VALUE MEASUREMENTS [Abstract]

Fair Value Measurement on Recurring Basis

	Level 1 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Mutual funds	$        6,389	$      11,472	$      14,488
Equities	7,702	8,992	12,274
Total	$      14,091	$      20,464	$      26,762

	Level 2 Fair Value
	June 30	December 31	June 30
in thousands	2016	2015	2015
Fair Value
Rabbi Trust
Money market mutual fund	$        2,134	$        2,124	$        1,355
Total	$        2,134	$        2,124	$        1,355

Fair Value Measurement on Nonrecurring Basis

	Period ending June 30, 2016		Period ending June 30, 2015
		Impairment		Impairment
in thousands	Level 2	Charges	Level 2	Charges
Fair Value Nonrecurring
Property, plant & equipment, net	$              0	$       1,359	$              0	$       2,176
Other intangible assets, net	0	8,180	0	2,858
Other assets	0	967	0	156
Total	$              0	$     10,506	$              0	$       5,190

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DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2016

DERIVATIVE INSTRUMENTS [Abstract]

Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges

		Three Months Ended		Six Months Ended
	Location on	June 30		June 30
in thousands	Statement	2016	2015	2016	2015
Cash Flow Hedges
Loss reclassified from AOCI	Interest
(effective portion)	expense	$          (497)	$       (5,094)	$          (983)	$       (8,815)

Deferred Gain Amortization

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Deferred Gain on Settlement
Amortized to earnings as a reduction
to interest expense	$              0	$       2,000	$              0	$       2,513

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DEBT (Tables)

6 Months Ended

Jun. 30, 2016

DEBT [Abstract]

Summary of Debt

	Effective	June 30	December 31	June 30
in thousands	Interest Rates	2016	2015	2015
Short-term Debt
Bank line of credit expires 2020 1, 2, 3	n/a	$                  0	$                0	$     138,500
Total short-term debt		$                  0	$                0	$     138,500
Long-term Debt
Bank line of credit expires 20201, 2, 3	1.25%	$       235,000	$     235,000	$                0
10.125% notes due 2015	n/a	0	0	150,000
6.50% notes due 2016	n/a	0	0	0
6.40% notes due 2017	n/a	0	0	0
7.00% notes due 2018	7.87%	272,512	272,512	272,512
10.375% notes due 2018	10.63%	250,000	250,000	250,000
7.50% notes due 2021	7.75%	600,000	600,000	600,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
Industrial revenue bond due 2022	n/a	0	0	14,000
4.50% notes due 2025	4.65%	400,000	400,000	400,000
7.15% notes due 2037	8.05%	240,188	240,188	240,188
Other notes 3	6.24%	489	498	613
Unamortized discounts and debt issuance costs	n/a	(21,531)	(23,734)	(25,975)
Unamortized deferred interest rate swap gain 4	n/a	0	0	523
Total long-term debt including current maturities		$    1,982,658	$  1,980,464	$  1,907,861
Less current maturities		131	130	14,124
Total long-term debt		$    1,982,527	$  1,980,334	$  1,893,737
Total debt 5		$    1,982,658	$  1,980,464	$  2,046,361
Estimated fair value of long-term debt		$    2,272,149	$  2,204,816	$  2,140,942

1	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise.
2	The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.
3	Non-publicly traded debt.
4	The unamortized deferred gain was realized upon the August 2011 settlement of interest rate swaps as described in Note 6.
5	Face value of our debt is equal to total debt less unamortized discounts and debt issuance costs, and unamortized deferred interest rate swap gain, as follows: June 30, 2016 — $2,004,189 thousand, December 31, 2015 — $2,004,198 thousand and June 30, 2015 — $2,071,813 thousand.

Summary of Standby Letters of Credit

in thousands
Standby Letters of Credit
Risk management insurance	$       34,111
Reclamation/restoration requirements	5,729
Total	$       39,840

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ASSET RETIREMENT OBLIGATIONS (Tables)

6 Months Ended

Jun. 30, 2016

ASSET RETIREMENT OBLIGATIONS [Abstract]

Asset Retirement Obligations Operating Costs

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
ARO Operating Costs
Accretion	$        2,716	$        2,936	$        5,472	$        5,787
Depreciation	1,621	1,568	3,314	3,001
Total	$        4,337	$        4,504	$        8,786	$        8,788

Reconciliations of Asset Retirement Obligations

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Asset Retirement Obligations
Balance at beginning of period	$     220,581	$     238,689	$     226,594	$     226,565
Liabilities incurred	505	4,339	505	6,159
Liabilities settled	(5,450)	(1,270)	(10,320)	(8,000)
Accretion expense	2,716	2,936	5,472	5,787
Revisions, net	(1,309)	(9,775)	(5,208)	4,408
Balance at end of period	$     217,043	$     234,919	$     217,043	$     234,919

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BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2016

Pension Plans, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost

PENSION BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$        1,336	$        1,212	$        2,672	$        2,425
Interest cost	9,126	11,036	18,252	22,073
Expected return on plan assets	(12,890)	(13,684)	(25,781)	(27,368)
Amortization of prior service cost (credit)	(10)	12	(21)	24
Amortization of actuarial loss	1,541	5,455	3,082	10,909
Net periodic pension benefit cost (credit)	$          (897)	$        4,031	$       (1,796)	$        8,063
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$        1,531	$        5,467	$        3,061	$      10,933

Other Postretirement Benefit Plans, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost

OTHER POSTRETIREMENT BENEFITS	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Components of Net Periodic Benefit Cost
Service cost	$           280	$           474	$           561	$           947
Interest cost	303	626	605	1,243
Amortization of prior service credit	(1,059)	(1,058)	(2,118)	(2,116)
Amortization of actuarial (gain) loss	(437)	23	(875)	19
Net periodic postretirement benefit cost (credit)	$          (913)	$             65	$       (1,827)	$             93
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$       (1,496)	$       (1,035)	$       (2,993)	$       (2,097)

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OTHER COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2016

OTHER COMPREHENSIVE INCOME [Abstract]

Accumulated Other Comprehensive Income (Loss) Net Of Tax

	June 30	December 31	June 30
in thousands	2016	2015	2015
AOCI
Cash flow hedges	$       (13,899)	$       (14,494)	$       (14,997)
Pension and postretirement plans	(105,535)	(105,575)	(136,014)
Total	$     (119,434)	$     (120,069)	$     (151,011)

Changes In Accumulated Other Comprehensive Income (Loss)

		Pension and
	Cash Flow	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balance as of December 31, 2015	$       (14,494)	$     (105,575)	$     (120,069)
Amounts reclassified from AOCI	595	40	635
Net current period OCI changes	595	40	635
Balance as of June 30, 2016	$       (13,899)	$     (105,535)	$     (119,434)

Reclassification of Amounts from Other Comprehensive Income Loss to Earnings

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Reclassification Adjustment for Cash Flow
Hedge Losses
Interest expense	$            497	$         5,094	$            983	$         8,815
Benefit from income taxes	(196)	(2,017)	(388)	(3,490)
Total	$            301	$         3,077	$            595	$         5,325
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Cost of revenues	$              27	$         3,643	$              55	$         7,175
Selling, administrative and general expenses	6	788	12	1,660
Benefit from income taxes	(13)	(1,734)	(27)	(3,457)
Total	$              20	$         2,697	$              40	$         5,378
Total reclassifications from AOCI to earnings	$            321	$         5,774	$            635	$       10,703

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2016

EQUITY [Abstract]

Change In Total Equity

	Six Months Ended
	June 30
in thousands	2016	2015
Total Equity
Balance at beginning of year	$    4,454,188	$  4,176,699
Net earnings	142,674	8,484
Common stock issued
Share-based compensation, net of shares withheld for taxes	(30,253)	36,485
Purchase and retirement of common stock	(69,156)	0
Share-based compensation expense	10,832	9,679
Excess tax benefits from share-based compensation	23,749	11,457
Cash dividends on common stock ($0.40/$0.20 per share)	(53,338)	(26,549)
Other comprehensive income	635	10,703
Other	0	(1)
Balance at end of period	$    4,479,331	$  4,226,957

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2016

SEGMENT REPORTING [Abstract]

Segment Financial Disclosure

	Three Months Ended		Six Months Ended
	June 30		June 30
in thousands	2016	2015	2016	2015
Total Revenues
Aggregates 1	$     791,497	$     733,379	$  1,426,365	$  1,236,888
Asphalt Mix	142,055	128,998	231,154	232,069
Concrete	81,246	78,598	151,643	138,387
Calcium	2,448	2,396	4,358	4,251
Segment sales	$  1,017,246	$     943,371	$  1,813,520	$  1,611,595
Aggregates intersegment sales	(60,421)	(48,228)	(101,968)	(85,159)
Total revenues	$     956,825	$     895,143	$  1,711,552	$  1,526,436
Gross Profit
Aggregates	$     254,008	$     207,285	$     402,392	$     274,950
Asphalt Mix	30,925	21,135	43,139	29,953
Concrete	6,146	4,892	9,623	5,702
Calcium	1,105	1,137	1,749	1,709
Total	$     292,184	$     234,449	$     456,903	$     312,314
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$       59,414	$       57,003	$     116,925	$     112,519
Asphalt Mix	4,136	4,098	8,368	8,007
Concrete	3,088	2,774	6,069	5,502
Calcium	196	164	379	326
Other	5,074	4,345	9,573	8,754
Total	$       71,908	$       68,384	$     141,314	$     135,108
Identifiable Assets 2
Aggregates			$  7,742,618	$  7,497,240
Asphalt Mix			237,546	319,284
Concrete			189,355	185,473
Calcium			5,565	5,520
Total identifiable assets			$  8,175,084	$  8,007,517
General corporate assets			23,127	113,630
Cash and cash equivalents			91,902	74,736
Total			$  8,290,113	$  8,195,883

1	Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight, delivery and transportation revenues, and other revenues related to services.
2	Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

6 Months Ended

Jun. 30, 2016

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

Supplemental Information Referable to Consolidated Statements of Cash Flows

	Six Months Ended
	June 30
in thousands	2016	2015
Cash Payments
Interest (exclusive of amount capitalized)	$       67,679	$     134,215
Income taxes	64,556	31,755
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$       20,850	$       13,651
Amounts referable to business acquisitions
Liabilities assumed	0	2,426
Fair value of noncash assets and liabilities exchanged	0	20,000

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GOODWILL (Tables)

6 Months Ended

Jun. 30, 2016

GOODWILL [Abstract]

Changes in Carrying Amount of Goodwill by Reportable Segment

in thousands	Aggregates	Asphalt Mix	Concrete	Calcium	Total
Goodwill
Total as of December 31, 2015	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824
Goodwill of acquired businesses	0	0	0	0	0
Goodwill of divested businesses	0	0	0	0	0
Total as of June 30, 2016	$  3,003,191	$     91,633	$              0	$              0	$    3,094,824

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Restructuring charges	$ 0	$ 1,280,000	$ 320,000	$ 4,098,000
Antidilutive weighted-average common stock equivalents	0	0	0	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Weighted-Average Common Shares Outstanding) (Details) - shares shares in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Weighted-average common shares outstanding		133,419	133,103	133,619	132,882
Stock options/SOSARs	[1]	1,007	991	940	996
Other stock compensation plans		969	1,140	811	811
Weighted-average common shares outstanding, assuming dilution		135,395	135,234	135,370	134,689

[1] Stock-Only Stock Appreciation Rights (SOSARs)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Common Stock Equivalents) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Antidilutive common stock equivalents	97	556	327	556

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DISCONTINUED OPERATIONS (Results from Discontinued Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
DISCONTINUED OPERATIONS [Abstract]
Pretax loss	$ (4,197)	$ (2,671)	$ (7,177)	$ (7,653)
Income tax benefit	1,665	1,014	2,839	2,984
Loss on discontinued operations, net of tax	$ (2,532)	$ (1,657)	$ (4,338)	$ (4,669)

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INCOME TAXES (Narrative) (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2016	Sep. 30, 2015	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2016
Provision for income taxes	$ 54,200,000		$ 19,867,000	$ 63,964,000	$ 5,791,000
Decrease in valuation allowance		$ (4,655,000)
Scenario, Forecast [Member]
State net operating loss carryforwards						$ 60,131,000
Alabama [Member] | Maximum [Member]
Operating Loss Carryforwards, Expiration Date				Dec. 31, 2029
Alabama [Member] | Minimum [Member]
Operating Loss Carryforwards, Expiration Date				Dec. 31, 2022
Alabama [Member] | Scenario, Forecast [Member]
State net operating loss carryforwards						$ 57,841,000

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DEFERRED REVENUE (Narrative) (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2016 item	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2017 USD ($)
Deferred Revenue Arrangement [Line Items]
Number of facilities | item	8
Proceeds from sale of production		$ 153,282,000	$ 73,644,000
Term of the VPPs	25 years
Scenario, Forecast [Member]
Deferred Revenue Arrangement [Line Items]
Estimated deferred revenue to be recognized in the next 12 months				$ 6,400,000

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DEFERRED REVENUE (Reconciliation of Deferred Revenue Balances) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
DEFERRED REVENUE [Abstract]
Balance at beginning of period	$ 212,292	$ 218,987	$ 214,060	$ 219,968
Amortization of deferred revenue	(2,092)	(1,558)	(3,860)	(2,539)
Balance at end of period	$ 210,200	$ 217,429	$ 210,200	$ 217,429

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FAIR VALUE MEASUREMENTS (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2016 USD ($) item	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) item	Jun. 30, 2015 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of Rabbi Trusts established | item	2		2
Net gains of the Rabbi Trust investments			$ 535,000	$ 184,000
Unrealized net gains (losses) of the Rabbi Trust investments			(571,000)	22,000
Rabbi Trust asset value, decrease			6,363,000
Loss on impairment of long-lived assets	$ 860,000	$ 5,190,000	10,506,000	5,190,000
Nonrecurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Loss on impairment of long-lived assets			10,506,000	5,190,000
Nonrecurring [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets subject to fair value measurement on a nonrecurring basis	$ 0	$ 0	$ 0	$ 0

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FAIR VALUE MEASUREMENTS (Fair Value Measurement on Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value, recurring	$ 14,091	$ 20,464	$ 26,762
Level 1 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value, recurring	6,389	11,472	14,488
Level 1 [Member] | Equities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value, recurring	7,702	8,992	12,274
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value, recurring	2,134	2,124	1,355
Level 2 [Member] | Money Market Mutual Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value, recurring	$ 2,134	$ 2,124	$ 1,355

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FAIR VALUE MEASUREMENTS (Fair Value Measurement on Nonrecurring Basis) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Fair Value Nonrecurring
Totals, Impairment Charges	$ 860,000	$ 5,190,000	$ 10,506,000	$ 5,190,000
Nonrecurring [Member]
Fair Value Nonrecurring
Property, plant & equipment net, Impairment Charges			1,359,000	2,176,000
Other intangible assets net, Impairment Charges			8,180,000	2,858,000
Other assets, Impairment Charges			967,000	156,000
Totals, Impairment Charges			10,506,000	5,190,000
Nonrecurring [Member] | Level 2 [Member]
Fair Value Nonrecurring
Property, plant & equipment, net	0	0	0	0
Other intangible assets, net	0	0	0	0
Other assets	0	0	0	0
Totals	$ 0	$ 0	$ 0	$ 0

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DERIVATIVE INSTRUMENTS (Narrative) (Details)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 31, 2011 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2007 USD ($) agreement	Jun. 30, 2017 USD ($)	Dec. 31, 2015 USD ($)	Apr. 30, 2015	Jun. 30, 2011 USD ($)
Derivative [Line Items]
Number of forward starting interest rate swap agreements | agreement						15
Cash payments for (proceeds from) interest rate swap agreements	$ (25,382,000)					$ 89,777,000
Fixed-rate notes issued		$ 2,004,189,000	$ 2,071,813,000	$ 2,004,189,000	$ 2,071,813,000			$ 2,004,198,000
Amortized deferred gain		$ 0	$ 2,000,000	$ 0	2,513,000
Gain component of the settlement	23,387,000
Accrued interest	$ 1,995,000
6.50% notes due 2016 [Member]
Derivative [Line Items]
Fixed-rate notes issued										$ 500,000,000
Interest rate		6.50%		6.50%					6.50%	6.50%
10.125% notes due 2015 [Member]
Derivative [Line Items]
Interest rate		10.125%		10.125%						10.125%
Interest Rate Swap Agreements [Member]
Derivative [Line Items]
Notional amount of interest rate swap agreements						$ 1,500,000,000
Interest Rate Swap Agreement One [Member]
Derivative [Line Items]
Notional amount of interest rate swap agreements										$ 500,000,000
Interest rate spread above London Interbank Offered Rate (LIBOR)										4.05%
Fixed interest rate under swap agreements										6.50%
Interest Rate Swap Agreement Two [Member]
Derivative [Line Items]
Notional amount of interest rate swap agreements										$ 150,000,000
Interest rate spread above London Interbank Offered Rate (LIBOR)										8.03%
Fixed interest rate under swap agreements										10.125%
Debt [Member]
Derivative [Line Items]
Loss reclassified from AOCI					7,208,000
Amortized deferred gain					$ 1,642,000
Scenario, Forecast [Member]
Derivative [Line Items]
Estimated amount of pretax loss in AOCI reclassified to earnings for the next 12-month period							$ 2,092,000

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DERIVATIVE INSTRUMENTS (Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Interest Rate Swap [Member] | Cash Flow Hedges [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss reclassified from AOCI (effective portion)	$ (497)	$ (5,094)	$ (983)	$ (8,815)

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DERIVATIVE INSTRUMENTS (Deferred Gain Amortization) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
DERIVATIVE INSTRUMENTS [Abstract]
Amortized to earnings as a reduction to interest expense	$ 0	$ 2,000	$ 0	$ 2,513

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DEBT (Narrative) (Details) - USD ($)		1 Months Ended					3 Months Ended		6 Months Ended
		Dec. 31, 2015	Aug. 31, 2015	Jun. 30, 2015	Apr. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2011
Debt Instrument [Line Items]
Net interest expense									$ 2,203,000
Transaction fees									$ 0	$ 7,382,000
Debt to EBITDA ratio									3.5
EBITDA to net cash interest expense ratio									3.0
Long term debt		$ 1,980,464,000		$ 1,907,861,000			$ 1,907,861,000		$ 1,982,658,000	1,907,861,000
Debt instrument face amount		2,004,198,000		2,071,813,000			2,071,813,000		2,004,189,000	2,071,813,000
Total consideration paid for debt					$ 385,024,000				9,000	530,945,000
Premium paid for purchase of debt					41,153,000
Transaction cost related to termination of debt					52,000
Other cost (benefit) related to debt purchase					$ 4,136,000
Cost of debt purchase							45,341,000		$ 0	67,075,000
Period of letters of credit									1 year
10.125% notes due 2015 [Member]
Debt Instrument [Line Items]
Long term debt		0		150,000,000			150,000,000		$ 0	150,000,000
Repayments of debt		150,000,000
Interest rate									10.125%		10.125%
Maturity year									2015
4.50% notes due 2025 [Member]
Debt Instrument [Line Items]
Long term debt		400,000,000		400,000,000			400,000,000		$ 400,000,000	400,000,000
Debt instrument face amount						$ 400,000,000		$ 400,000,000
Interest rate						4.50%		4.50%	4.50%
Maturity year								2025	2025
Debt issued, net proceeds						$ 395,207,000
7.00% notes due 2018 [Member]
Debt Instrument [Line Items]
Long term debt		272,512,000		272,512,000			272,512,000		$ 272,512,000	272,512,000
Interest rate					7.00%	7.00%		7.00%	7.00%
Maturity year					2018			2018	2018
Debt purchased, amount					$ 185,000	$ 127,303,000		$ 127,303,000
Principal amount, percentage					1.00%	32.00%
Total consideration paid for debt						$ 145,899,000
Premium paid for purchase of debt						18,140,000		18,140,000
Transaction cost related to termination of debt						456,000
Other cost (benefit) related to debt purchase						$ 3,138,000
Cost of debt purchase								$ 21,734,000
6.40% notes due 2017 [Member]
Debt Instrument [Line Items]
Long term debt		0		0			0		$ 0	0
Interest rate					6.40%				6.40%
Maturity year					2017				2017
Debt purchased, amount					$ 218,633,000
Principal amount, percentage					100.00%
6.50% notes due 2016 [Member]
Debt Instrument [Line Items]
Long term debt		0		0			0		$ 0	0
Debt instrument face amount											$ 500,000,000
Interest rate					6.50%				6.50%		6.50%
Maturity year					2016				2016
Debt purchased, amount					$ 125,001,000
Principal amount, percentage					100.00%
Bank Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity				500,000,000			500,000,000		$ 750,000,000	500,000,000
Transaction fees				2,589,000
Line of credit, expiration date									Jun. 01, 2020
Commitment fee									0.15%
Available borrowing capacity									$ 475,160,000
Long term debt									$ 235,000,000
Bank Line of Credit [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									1.25%
Bank Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									0.25%
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Other liabilities									$ 39,840,000
Standby Letters of Credit [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									0.175%
Minimum [Member] | Bank Line of Credit [Member]
Debt Instrument [Line Items]
Commitment fee									0.10%
Minimum [Member] | Bank Line of Credit [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									1.00%
Minimum [Member] | Bank Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									0.00%
Maximum [Member] | Bank Line of Credit [Member]
Debt Instrument [Line Items]
Commitment fee									0.35%
Maximum [Member] | Bank Line of Credit [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									2.00%
Maximum [Member] | Bank Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate									1.00%
Other Notes [Member]
Debt Instrument [Line Items]
Long term debt	[1]	498,000		613,000			613,000		$ 489,000	613,000
Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Long term debt		$ 0		$ 14,000,000			$ 14,000,000		$ 0	$ 14,000,000
Repayments of debt			$ 14,000,000
Maturity year									2022

[1] Non-publicly traded debt.

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DEBT (Summary of Debt) (Details) - USD ($)		Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015
Debt Instrument [Line Items]
Total short-term debt		$ 0	$ 0	$ 138,500,000
Total long-term debt including current maturities		1,982,658,000	1,980,464,000	1,907,861,000
Unamortized discounts and debt issuance costs		(21,531,000)	(23,734,000)	(25,975,000)
Less current maturities		131,000	130,000	14,124,000
Total long-term debt		1,982,527,000	1,980,334,000	1,893,737,000
Total debt	[1]	1,982,658,000	1,980,464,000	2,046,361,000
Estimated fair value of long-term debt		2,272,149,000	2,204,816,000	2,140,942,000
10.125% notes due 2015 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		0	0	150,000,000
6.50% notes due 2016 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		0	0	0
6.40% notes due 2017 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		0	0	0
7.00% notes due 2018 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		272,512,000	272,512,000	272,512,000
10.375% notes due 2018 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		250,000,000	250,000,000	250,000,000
7.50% notes due 2021 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		600,000,000	600,000,000	600,000,000
8.85% notes due 2021 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		6,000,000	6,000,000	6,000,000
4.50% notes due 2025 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		400,000,000	400,000,000	400,000,000
7.15% notes due 2037 [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		240,188,000	240,188,000	240,188,000
10.125% notes due 2015 and 6.50% notes due 2016 [Member]
Debt Instrument [Line Items]
Unamortized deferred interest rate swap gain	[2]	0	0	523,000
Bank Line of Credit [Member]
Debt Instrument [Line Items]
Total short-term debt	[3],[4],[5]	0	0	138,500,000
Bank Line of Credit [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities	[3],[4],[5]	235,000,000	235,000,000	0
Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities		0	0	14,000,000
Other Notes [Member]
Debt Instrument [Line Items]
Total long-term debt including current maturities	[4]	$ 489,000	$ 498,000	$ 613,000

[1] Face value of our debt is equal to total debt less unamortized discounts and debt issuance costs, and unamortized deferred interest rate swap gain, as follows: June 30, 2016 - $2,004,189 thousand, December 31, 2015 - $2,004,198 thousand and June 30, 2015 - $2,071,813 thousand.

[2] The unamortized deferred gain was realized upon the August 2011 settlement of interest rate swaps as described in Note 6.

[3] Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise.

[4] Non-publicly traded debt.

[5] The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.

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DEBT (Summary of Debt Additional Information) (Details) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
		Apr. 30, 2015	Mar. 31, 2015	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Jun. 30, 2011
Debt Instrument [Line Items]
Debt instrument face amount				$ 2,004,189,000	$ 2,004,198,000	$ 2,071,813,000
10.125% notes due 2015 [Member]
Debt Instrument [Line Items]
Interest rate				10.125%			10.125%
Maturity year				2015
6.50% notes due 2016 [Member]
Debt Instrument [Line Items]
Interest rate		6.50%		6.50%			6.50%
Maturity year		2016		2016
Debt instrument face amount							$ 500,000,000
6.40% notes due 2017 [Member]
Debt Instrument [Line Items]
Interest rate		6.40%		6.40%
Maturity year		2017		2017
7.00% notes due 2018 [Member]
Debt Instrument [Line Items]
Interest rate		7.00%	7.00%	7.00%
Maturity year		2018	2018	2018
Effective interest rate				7.87%
10.375% notes due 2018 [Member]
Debt Instrument [Line Items]
Interest rate				10.375%
Maturity year				2018
Effective interest rate				10.63%
7.50% notes due 2021 [Member]
Debt Instrument [Line Items]
Interest rate				7.50%
Maturity year				2021
Effective interest rate				7.75%
8.85% notes due 2021 [Member]
Debt Instrument [Line Items]
Interest rate				8.85%
Maturity year				2021
Effective interest rate				8.88%
4.50% notes due 2025 [Member]
Debt Instrument [Line Items]
Interest rate			4.50%	4.50%
Maturity year			2025	2025
Debt instrument face amount			$ 400,000,000
Effective interest rate				4.65%
7.15% notes due 2037 [Member]
Debt Instrument [Line Items]
Interest rate				7.15%
Maturity year				2037
Effective interest rate				8.05%
Bank Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit, expiration date				Jun. 01, 2020
Bank Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit, expiration date				Jun. 01, 2020
Effective interest rate	[1],[2],[3]			1.25%
Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Maturity year				2022
Other Notes [Member]
Debt Instrument [Line Items]
Effective interest rate	[2]			6.24%

[1] Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise.

[2] Non-publicly traded debt.

[3] The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.

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DEBT (Summary of Standby Letters Of Credit) (Details) - USD ($)	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Reclamation/restoration requirements	$ 217,043,000	$ 220,581,000	$ 226,594,000	$ 234,919,000	$ 238,689,000	$ 226,565,000
Standby Letters of Credit [Member]
Line of Credit Facility [Line Items]
Risk management insurance	34,111,000
Reclamation/restoration requirements	5,729,000
Total	$ 39,840,000

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details)	1 Months Ended			6 Months Ended
	Jul. 31, 2016 item	Mar. 31, 2016 mi	May 31, 2007 entity mi	Jun. 30, 2016 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Number of other companies to perform a Remedial Investigation/ Feasibility Study related to the Lower Passaic River Clean-Up lawsuit | entity			70
Number of miles of the River used in the Remedial Investigation/Feasibility Study | mi			17
Number of miles for bank-to-bank dredging remedy | mi		8
Texas Brine and Occidental Chemical Co [Member]
Commitments And Contingencies Disclosure [Line Items]
Total amount of damages claimed				$ 500,000,000
Minimum [Member] | Cooperating Parties Group [Member]
Commitments And Contingencies Disclosure [Line Items]
Estimated implementation costs				475,000,000
Maximum [Member] | EPA [Member]
Commitments And Contingencies Disclosure [Line Items]
Estimated implementation costs				1,380,000,000
Maximum [Member] | Cooperating Parties Group [Member]
Commitments And Contingencies Disclosure [Line Items]
Estimated implementation costs				725,000,000
Standby Letters of Credit [Member]
Commitments And Contingencies Disclosure [Line Items]
Other Liabilities				$ 39,840,000
Subsequent Event [Member]
Commitments And Contingencies Disclosure [Line Items]
Number of groundwater extraction wells | item	2

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ASSET RETIREMENT OBLIGATIONS (Asset Retirement Obligations Operating Costs) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
ASSET RETIREMENT OBLIGATIONS [Abstract]
Accretion	$ 2,716	$ 2,936	$ 5,472	$ 5,787
Depreciation	1,621	1,568	3,314	3,001
Total	$ 4,337	$ 4,504	$ 8,786	$ 8,788

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ASSET RETIREMENT OBLIGATIONS (Reconciliations Of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
ASSET RETIREMENT OBLIGATIONS [Abstract]
Balance at beginning of period	$ 220,581	$ 238,689	$ 226,594	$ 226,565
Liabilities incurred	505	4,339	505	6,159
Liabilities settled	(5,450)	(1,270)	(10,320)	(8,000)
Accretion expense	2,716	2,936	5,472	5,787
Revisions, net	(1,309)	(9,775)	(5,208)	4,408
Balance at end of period	$ 217,043	$ 234,919	$ 217,043	$ 234,919

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BENEFIT PLANS (Narrative) (Details)	6 Months Ended
	Jun. 30, 2016 entity
BENEFIT PLANS [Abstract]
Number of funded, noncontributory defined benefit pension plans	3
Number of unfunded, nonqualified pension plans	3
Normal retirement age	65 years

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BENEFIT PLANS (Components of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Pension Plans, Defined Benefit [Member]
Components of Net Periodic Benefit Cost
Service cost	$ 1,336	$ 1,212	$ 2,672	$ 2,425
Interest cost	9,126	11,036	18,252	22,073
Expected return on plan assets	(12,890)	(13,684)	(25,781)	(27,368)
Amortization of prior service cost (credit)	(10)	12	(21)	24
Amortization of actuarial (gain) loss	1,541	5,455	3,082	10,909
Net periodic pension/postretirement benefit cost (credit)	(897)	4,031	(1,796)	8,063
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Pretax reclassification from AOCI included in net periodic pension/postretirement benefit cost (credit)	1,531	5,467	3,061	10,933
Other Postretirement Benefit Plans, Defined Benefit [Member]
Components of Net Periodic Benefit Cost
Service cost	280	474	561	947
Interest cost	303	626	605	1,243
Amortization of prior service cost (credit)	(1,059)	(1,058)	(2,118)	(2,116)
Amortization of actuarial (gain) loss	(437)	23	(875)	19
Net periodic pension/postretirement benefit cost (credit)	(913)	65	(1,827)	93
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Pretax reclassification from AOCI included in net periodic pension/postretirement benefit cost (credit)	$ (1,496)	$ (1,035)	$ (2,993)	$ (2,097)

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OTHER COMPREHENSIVE INCOME (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015
OTHER COMPREHENSIVE INCOME [Abstract]
Cash flow hedges	$ (13,899)	$ (14,494)	$ (14,997)
Pension and postretirement plans	(105,535)	(105,575)	(136,014)
Total	$ (119,434)	$ (120,069)	$ (151,011)

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OTHER COMPREHENSIVE INCOME (Changes In Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
AOCI, Net of Tax, Beginning Balance			$ (120,069)
Amounts reclassified from AOCI			635
Other comprehensive income	$ 321	$ 5,774	635	$ 10,703
AOCI, Net of Tax, Ending Balance	(119,434)	$ (151,011)	(119,434)	$ (151,011)
Reclassification Adjustment for Cash Flow Hedge Losses [Member]
AOCI, Net of Tax, Beginning Balance			(14,494)
Amounts reclassified from AOCI			595
Other comprehensive income			595
AOCI, Net of Tax, Ending Balance	(13,899)		(13,899)
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member]
AOCI, Net of Tax, Beginning Balance			(105,575)
Amounts reclassified from AOCI			40
Other comprehensive income			40
AOCI, Net of Tax, Ending Balance	$ (105,535)		$ (105,535)

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OTHER COMPREHENSIVE INCOME (Reclassification Of Amounts From Other Comprehensive Income Loss To Earnings) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ (33,333)	$ (83,651)	$ (67,065)	$ (146,132)
Selling, administrative and general expenses	82,681	69,197	159,149	135,960
Benefit from income taxes	54,200	19,867	63,964	5,791
Net earnings	123,750	48,162	142,674	8,484
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net earnings	321	5,774	635	10,703
Reclassification Adjustment for Cash Flow Hedge Losses [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	497	5,094	983	8,815
Benefit from income taxes	(196)	(2,017)	(388)	(3,490)
Net earnings	301	3,077	595	5,325
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of revenues	27	3,643	55	7,175
Selling, administrative and general expenses	6	788	12	1,660
Benefit from income taxes	(13)	(1,734)	(27)	(3,457)
Net earnings	$ 20	$ 2,697	$ 40	$ 5,378

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EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
EQUITY [Abstract]
Common stock, par value	$ 1	$ 1	$ 1
Preferred stock issued	0
Number of shares held in treasury	0	0	0
Shares purchased and retired during the period	636,659	0	228,000
Cost of shares purchased and retired	$ 69,156	$ 0	$ 21,475
Cash payment for stock repurchase	$ 69,156	$ 0
Shares remaining under the current authorization repurchase program	2,546,757

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EQUITY (Change In Total Equity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
EQUITY [Abstract]
Balance at beginning of year			$ 4,454,188	$ 4,176,699	$ 4,176,699
Net earnings	$ 123,750	$ 48,162	142,674	8,484
Share-based compensation, net of shares withheld for taxes			(30,253)	36,485
Purchase and retirement of common stock			(69,156)	0	(21,475)
Share-based compensation expense			10,832	9,679
Excess tax benefits from share-based compensation			23,749	11,457
Cash dividends on common stock ($0.40/$0.20 per share)			(53,338)	(26,549)
Other comprehensive income	321	5,774	635	10,703
Other			0	(1)
Balance at end of period	$ 4,479,331	$ 4,226,957	$ 4,479,331	$ 4,226,957	$ 4,454,188
Cash dividend on common stock, per share			$ 0.40	$ 0.20

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SEGMENT REPORTING (Narrative) (Details)	6 Months Ended
	Jun. 30, 2016 segment
SEGMENT REPORTING [Abstract]
Number of operating segments	4
Number of reportable segments	4

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SEGMENT REPORTING (Segment Financial Disclosure) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total revenues		$ 956,825	$ 895,143	$ 1,711,552	$ 1,526,436
Gross profit		292,184	234,449	456,903	312,314
Depreciation, depletion, accretion and amortization		71,908	68,384	141,314	135,108
Cash and cash equivalents		91,902	74,736	91,902	74,736	$ 284,060	$ 141,273
Total assets		8,290,113	8,195,883	8,290,113	8,195,883	$ 8,301,632
Identifiable assets [Member]
Segment Reporting Information [Line Items]
Total assets	[1]	8,175,084	8,007,517	8,175,084	8,007,517
Segment sales [Member]
Segment Reporting Information [Line Items]
Total revenues		1,017,246	943,371	1,813,520	1,611,595
Aggregates [Member]
Segment Reporting Information [Line Items]
Gross profit		254,008	207,285	402,392	274,950
Depreciation, depletion, accretion and amortization		59,414	57,003	116,925	112,519
Aggregates [Member] | Identifiable assets [Member]
Segment Reporting Information [Line Items]
Total assets	[1]	7,742,618	7,497,240	7,742,618	7,497,240
Aggregates [Member] | Segment sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[2]	791,497	733,379	1,426,365	1,236,888
Aggregates [Member] | Intersegment sales [Member]
Segment Reporting Information [Line Items]
Total revenues		(60,421)	(48,228)	(101,968)	(85,159)
Asphalt Mix [Member]
Segment Reporting Information [Line Items]
Gross profit		30,925	21,135	43,139	29,953
Depreciation, depletion, accretion and amortization		4,136	4,098	8,368	8,007
Asphalt Mix [Member] | Identifiable assets [Member]
Segment Reporting Information [Line Items]
Total assets	[1]	237,546	319,284	237,546	319,284
Asphalt Mix [Member] | Segment sales [Member]
Segment Reporting Information [Line Items]
Total revenues		142,055	128,998	231,154	232,069
Concrete [Member]
Segment Reporting Information [Line Items]
Gross profit		6,146	4,892	9,623	5,702
Depreciation, depletion, accretion and amortization		3,088	2,774	6,069	5,502
Concrete [Member] | Identifiable assets [Member]
Segment Reporting Information [Line Items]
Total assets	[1]	189,355	185,473	189,355	185,473
Concrete [Member] | Segment sales [Member]
Segment Reporting Information [Line Items]
Total revenues		81,246	78,598	151,643	138,387
Calcium [Member]
Segment Reporting Information [Line Items]
Gross profit		1,105	1,137	1,749	1,709
Depreciation, depletion, accretion and amortization		196	164	379	326
Calcium [Member] | Identifiable assets [Member]
Segment Reporting Information [Line Items]
Total assets	[1]	5,565	5,520	5,565	5,520
Calcium [Member] | Segment sales [Member]
Segment Reporting Information [Line Items]
Total revenues		2,448	2,396	4,358	4,251
Other [Member]
Segment Reporting Information [Line Items]
Depreciation, depletion, accretion and amortization		5,074	4,345	9,573	8,754
Corporate [Member]
Segment Reporting Information [Line Items]
Total assets		$ 23,127	$ 113,630	$ 23,127	$ 113,630

[1] Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

[2] Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight, delivery and transportation revenues, and other revenues related to services.

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SUPPLEMENTAL CASH FLOW INFORMATION (Supplemental Information Referable to Consolidated Statements of Cash Flows) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]
Interest (exclusive of amount capitalized)	$ 67,679	$ 134,215
Income taxes	64,556	31,755
Accrued liabilities for purchases of property, plant & equipment	20,850	13,651
Liabilities assumed	0	2,426
Fair value of noncash assets and liabilities exchanged	$ 0	$ 20,000

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GOODWILL (Narrative) (Details)	6 Months Ended
	Jun. 30, 2016 USD ($) segment	Jun. 30, 2015 USD ($)
GOODWILL [Abstract]
Goodwill impairment charges | $	$ 0	$ 0
Number of reportable segments | segment	4

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GOODWILL (Changes in Carrying Amount of Goodwill by Reportable Segment) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2016 USD ($)
Goodwill, Beginning Balance	$ 3,094,824
Goodwill of acquired businesses	0
Goodwill of divested businesses	0
Goodwill, Ending Balance	3,094,824
Aggregates [Member]
Goodwill, Beginning Balance	3,003,191
Goodwill of acquired businesses	0
Goodwill of divested businesses	0
Goodwill, Ending Balance	3,003,191
Asphalt Mix [Member]
Goodwill, Beginning Balance	91,633
Goodwill of acquired businesses	0
Goodwill of divested businesses	0
Goodwill, Ending Balance	91,633
Concrete [Member]
Goodwill, Beginning Balance	0
Goodwill of acquired businesses	0
Goodwill of divested businesses	0
Goodwill, Ending Balance	0
Calcium [Member]
Goodwill, Beginning Balance	0
Goodwill of acquired businesses	0
Goodwill of divested businesses	0
Goodwill, Ending Balance	$ 0

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ACQUISITIONS AND DIVESTITURES (Narrative) (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2015 USD ($) property
Significant Acquisitions and Disposals [Line Items]
Total consideration					$ 47,198,000
Payment for acquisition of businesses			$ 1,611,000	$ 21,387,000	27,198,000
Exchanges of real property and businesses					20,000,000
Assets held for sale	$ 0	$ 0	0	0	$ 0
Gain on sale of properties and businesses	$ 356,000	$ 249,000	911,000	6,624,000
Purchases of property, plant & equipment			199,764,000	$ 148,721,000
Aggregates [Member] | Arizona and New Mexico [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | property					3
Aggregates [Member] | Tennessee [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | property					1
Concrete [Member] | Arizona and New Mexico [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | property					7
Asphalt Mix [Member] | Arizona [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | property					13
Trucking Business Assets [Member]
Significant Acquisitions and Disposals [Line Items]
Payment for acquisition of businesses			$ 1,611,000
California ready-mixed concrete operations [Member] | California [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities divested | property					12
Gain on sale of properties and businesses					$ 5,886,000

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NEW ACCOUNTING STANDARDS (Details)	12 Months Ended
	Dec. 31, 2015
NEW ACCOUNTING STANDARDS [Abstract]
LIFO method used for percentage of inventory	67.00%