Vulcan Announces Third Quarter Results

Cost management and continued focus on improving margins help position the Company for significant participation in U.S. economic recovery

Vulcan Announces Third Quarter Results

BIRMINGHAM, Ala., Nov. 2 /PRNewswire-FirstCall/ -- Vulcan Materials Company (NYSE: VMC) , the nation's largest producer of construction aggregates, announced results today for the third quarter ended September 30, 2009.

Third Quarter Summary and Comparisons with the Prior Year

  • Net earnings were $54 million, or $0.43 per diluted share, including $0.38 per diluted share from continuing operations.
  • Aggregates shipments declined 20 percent, reducing earnings $0.46 per diluted share.
  • Aggregates pricing increased 2.4 percent.
  • Aggregates cash fixed costs decreased 12 percent.
  • Asphalt margins improved.
  • Year-to-date cash provided by operating activities was $355 million compared with $278 million in the prior year.
  • EBITDA as a percent of net sales was 25 percent versus 23 percent in the prior year.

Commenting for the Company, Don James, Vulcan's Chairman and Chief Executive Officer, stated, "Our employees continue to run the business in a cost-efficient manner. Although sales volumes in the third quarter were 19 to 29 percent lower than the prior year for our key product lines, overall gross profit as a percent of net sales equaled the prior year's third quarter. Gross profit as a percent of net sales, excluding depreciation, depletion and amortization, increased to 34 percent from 31 percent in last year's third quarter. Our ongoing focus on managing costs and improving productivity will enhance our ability to increase earnings as the economy recovers and construction activity improves.

"Economic stimulus funds of $27 billion designated for highway projects are working their way into the U.S. economy. While 73 percent of these funds had been obligated to specific projects by the end of September, only $2.4 billion of these stimulus funds had been paid to contractors for construction work performed. Vulcan-served states generally have obligated funds for new highway projects at the same pace as other states; however, our states have lagged the rest of the country when it comes to starting stimulus-related construction. At the end of September, our states had spent less than 7 percent of their available stimulus funds for work performed compared to 12 percent for the rest of the country. These differences in spending patterns between Vulcan-served states and other states are due in part to the types of projects planned."

Third Quarter Operating Results Commentary

Third quarter earnings for aggregates declined as the impact of lower shipments more than offset the earnings benefit from improved prices, lower unit costs for diesel fuel and cost control measures. Aggregates shipments declined 20 percent from the prior year due to weak demand and wet weather in certain key markets. Lower aggregates volumes reduced third quarter EBITDA by approximately $69 million versus the prior year. The increase in the average selling price for aggregates reflects wide variations across Vulcan-served markets. Many major markets realized price improvement from the prior year well above the 2.4 percent average, while markets in the West and in Florida reported year-over-year declines in average selling prices.

Stimulus projects in most Vulcan-served states were slow to get underway due in part to the types of projects being implemented by state transportation agencies. In Florida for example, most stimulus dollars are going to fund projects that will add lane capacity. These projects require more time for design and permitting. As a result, less than one percent of Florida's highway stimulus dollars had been spent by the end of September. Illinois and Tennessee were exceptions, with pavement improvement projects comprising most of the shovel-ready work in those states, resulting in relatively higher levels of stimulus-funded spending during the third quarter. As a result, aggregates sales volumes in most of the markets in these two states outperformed other Vulcan-served markets.

Throughout the recession, the Company has rationalized production, reduced operating hours, streamlined the workforce and effectively managed spending, thereby offsetting some of the cost impact related to lower volumes. Aggregates cash fixed costs were 12 percent lower than in the prior year's third quarter. In addition, the unit cost for diesel fuel decreased 43 percent from the prior year's third quarter, increasing earnings $0.08 per diluted share.

Asphalt earnings in the third quarter were higher than last year's third quarter as material margins improved due to lower costs for liquid asphalt, more than offsetting the earnings effect of a 19 percent decline in asphalt volumes. Concrete earnings decreased from the prior year's third quarter due primarily to lower volumes.

Cement earnings declined from last year's third quarter due to the effects of weaker sales volumes, slightly offset by lower energy costs.

Selling, administrative and general expenses in the third quarter were $80 million, as compared to $76 million in the prior year. The year-over-year increase was due to project costs related to the replacement of legacy IT systems and costs associated with reducing employment levels.

In the third quarter, the Company recorded a tax benefit of $6 million, compared with a tax expense in the prior year of $21 million. An adjustment to the current quarter's income tax provision was required so that the year-to-date provision reflects the expected annual tax rate.

All results are unaudited.

Outlook Highlights and Commentary

Commenting on the Company's outlook, Mr. James stated, "The construction environment remains challenging, reflecting continued weak private construction activity and uncertainty surrounding the timing and amount of a new multi-year federal highway program. Given the failure of Congress to pass a fully-funded extension of SAFETEA-LU, the previous highway bill that expired on September 30, transportation construction activity from the regular multi-year federal highway program is uncertain.

"Despite these challenges, we believe the cost management actions we have taken, along with our disciplined approach to pricing, and the improved liquidity and financial flexibility we have achieved, will enable us to participate fully in the economic recovery. Plant operating costs and overhead expenses are being tightly managed as we continue to adjust our cost structure to match the weak demand environment. Our aggregates production in the third quarter was lower than our shipments, reducing inventory and conserving cash. As we have throughout this downturn, we continue to aggressively manage controllable costs and to focus on cash margins and earnings.

"Debt reduction and achieving target debt ratios remain a priority use of cash flows. Through the first nine months of 2009, we reduced total debt by approximately $700 million. In the fourth quarter, our cash generation should be enhanced by a seasonal reduction in working capital requirements. For the full year, we now expect capital spending to be approximately $140 million, down from $175 million projected at the end of the second quarter and down sharply from the $353 million spent in 2008.

"Our outlook for aggregates demand in the fourth quarter now reflects further weakness expected in private construction as well as reduced highway construction activity. Our revised outlook for highway construction activity in the fourth quarter is due to the varied timing of spending of stimulus-related funding, the uncertainty regarding timing and duration of an extension of the federal highway bill as well as the lack of visibility regarding timing for ultimate passage of a new multi-year bill. Additionally, since our products are produced and consumed outside, weather can be a contributing factor to the timing of shipments, particularly in the fourth quarter. We expect higher selling prices for aggregates in 2009 to partially offset the earnings effects of lower volumes.

"Looking at demand for our products beyond 2009, Vulcan should benefit from our aggregates-focused strategy that is complemented by our asphalt and concrete operations in certain markets. Approximately $50 to $60 billion of stimulus-related construction has been identified that could use our products, including $27 billion for highways and bridges. Through the first nine months of 2009, highway construction awards have been buoyed by stimulus-related funding. Through September, contract awards for highways have increased 5 percent from the prior year and state departments of transportation and local governments continued to make good progress obligating stimulus dollars for transportation projects. In September, the Federal Highway Administration reported that approximately 4,000 stimulus-funded projects were under construction, involving $11 billion of stimulus funds. In addition, there are $8 billion of projects for which funds have been obligated but work has not yet begun. As of the end of September, approximately five months remain for each state to obligate the remaining federal stimulus funds apportioned for highways. Afterwards, unobligated funds must be returned to the Federal Highway Administration for redistribution.

"Our expectations for growth in demand for our products from stimulus-related construction activity, as well as improvement in residential construction, point toward growth in earnings. Our available production capacity, improved cost structure, and ongoing efforts to improve cash margins, position Vulcan to participate efficiently and effectively in the supply of material for stimulus projects and economic recovery."

Correction of Prior Period Financial Statements

During the third quarter of 2009, we completed a comprehensive analysis of our deferred income tax balances and concluded that our deferred income tax liabilities were overstated. These errors occurred in periods prior to 2009 and are not material to previously issued financial statements. The correction of these errors is reflected in our condensed consolidated balance sheets as of December 31, 2008 and September 30, 2008, and had no impact on our condensed consolidated Statements of Earnings or our condensed consolidated Statements of Cash Flows for any periods presented. A more detailed discussion of these errors will be included in our Quarterly Report on Form 10-Q for the period ended September 30, 2009.

Conference Call

Vulcan will host a conference call at 10:00 a.m. CST on November 3, 2009. Investors and other interested parties in the U.S. may access the teleconference live by calling 888.680.0860 approximately 10 minutes before the scheduled start. International participants can dial 617.213.4852. The access code is 18835229. A live webcast will be available via the Internet through Vulcan's home page at www.vulcanmaterials.com. The conference call will be recorded and available for replay approximately two hours after the call through November 10, 2009.

Vulcan Materials Company, a member of the S&P 500 Index, is the nation's largest producer of construction aggregates, a major producer of asphalt mix and concrete and a leading producer of cement in Florida.

Certain matters discussed in this release, 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, those associated with general economic and business conditions; changes in interest rates; the timing and amount of federal, state and local funding for infrastructure, including the federal stimulus funds; changes in the level of spending for 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; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; healthcare costs; the amount of long-term debt and interest expense incurred by the Company; volatility in pension plan asset values which may require cash contributions to the pension plans; the timing and amount of any future payments to be received under the 5CP earn-out contained in the agreement for the divestiture of the Company's Chemicals business; the impact of environmental clean-up costs and other liabilities relating to previously divested businesses; the Company's ability to secure and permit aggregates reserves in strategically located areas; the Company's ability to manage and successfully integrate acquisitions; the impact of the global financial crisis on our business and financial condition and access to the capital markets; and other assumptions, risks and uncertainties detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year. Forward-looking statements speak only as of the date hereof, and Vulcan assumes no obligation to publicly update such statements.

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                                                                      Table A
    Vulcan Materials Company
    and Subsidiary Companies
                                       (Amounts and shares in thousands,
                                             except per share data)


    Consolidated Statements of     Three Months Ended      Nine Months Ended
     Earnings                         September 30           September 30
                                   ------------------     ------------------
    (Condensed and unaudited)        2009       2008       2009        2008
    -------------------------      ------------------     ------------------

    Net sales                     $738,664   $958,839  $1,987,939  $2,696,558
    Delivery revenues               39,528     54,510     112,407     155,681
                                 ---------  ---------   ---------   ---------
    Total revenues                 778,192  1,013,349   2,100,346   2,852,239

    Cost of goods sold             584,184    757,993   1,610,018   2,096,036
    Delivery costs                  39,528     54,510     112,407     155,681
                                 ---------  ---------   ---------   ---------
    Cost of revenues               623,712    812,503   1,722,425   2,251,717
                                 ---------  ---------   ---------   ---------

    Gross profit                   154,480    200,846     377,921     600,522
    Selling, administrative and
     general expenses               79,558     76,364     238,629     253,721
    Gain on sale of property,
     plant & equipment
     and businesses, net             7,496      2,247      10,653      86,690
    Other operating income
     (expense), net                    286      1,574      (2,885)         40
                                 ---------  ---------   ---------   ---------
    Operating earnings              82,704    128,303     147,060     433,531

    Other income (expense), net      2,756     (3,825)      4,578      (3,034)
    Interest income                    433        955       1,914       2,624
    Interest expense                43,952     44,579     131,943     126,230
                                 ---------  ---------   ---------   ---------
    Earnings from continuing
      operations before income
      taxes                         41,941     80,854      21,609     306,891
    Provision (benefit) for
     income taxes                   (5,983)    21,038      (9,621)     91,365
                                 ---------  ---------   ---------   ---------
    Earnings from continuing
     operations                     47,924     59,816      31,230     215,526
    Earnings (loss) on
     discontinued operations, net
     of tax                          6,308       (766)     12,433      (1,788)
                                 ---------  ---------   ---------   ---------
    Net earnings                   $54,232    $59,050     $43,663    $213,738
    ============                 =========  =========   =========   =========
    Basic earnings (loss) per
     share:
      Continuing operations          $0.38      $0.54       $0.27       $1.97
      Discontinued operations         0.05          -        0.10       (0.02)
                                 ---------  ---------   ---------   ---------
      Net earnings per share         $0.43      $0.54       $0.37       $1.95

    Diluted earnings (loss) per
     share:
      Continuing operations          $0.38      $0.54       $0.27       $1.94
      Discontinued operations         0.05      (0.01)       0.10       (0.01)
                                 ---------  ---------   ---------   ---------
      Net earnings per share         $0.43      $0.53       $0.37       $1.93
    ========================     =========  =========   =========   =========

    Weighted-average common shares
         outstanding:
        Basic                      125,361    110,114     116,533     109,565
        Assuming dilution          125,859    111,270     117,047     110,837
    Cash dividends declared per
     share of common stock           $0.25      $0.49       $1.23       $1.47
    Depreciation, depletion,
     accretion and amortization
     from continuing operations    $99,243    $98,716    $298,158    $291,491
    Effective tax rate from
     continuing operations           -14.3%      26.0%      -44.5%       29.8%
    =======================      =========  =========   =========   =========


                                                                     Table B
    Vulcan Materials Company
    and Subsidiary Companies

                                               (Amounts in thousands)

    Consolidated Balance Sheets         Sept. 30      Dec. 31       Sept. 30
    (Condensed and unaudited)             2009          2008          2008
    ---------------------------         --------      -------       --------
                                                    As Restated    As Restated
                                                        (a)            (a)
    Assets
    ------
    Cash and cash equivalents            $46,547       $10,194       $90,969
    Medium-term investments                6,803        36,734        36,992
    Accounts and notes receivable:
      Accounts and notes receivable,
       gross                             392,922       365,688       526,933
      Less: Allowance for doubtful
       accounts                           (9,394)       (8,711)       (7,738)
                                      ----------    ----------    ----------
        Accounts and notes
         receivable, net                 383,528       356,977       519,195
    Inventories:
      Finished products                  265,422       295,525       294,746
      Raw materials                       24,565        28,568        33,147
      Products in process                  5,085         4,475         4,832
      Operating supplies and other        36,623        35,743        39,356
                                      ----------    ----------    ----------
        Inventories                      331,695       364,311       372,081
    Deferred income taxes                 67,967        71,205        63,370
    Prepaid expenses                      48,951        54,469        42,938
                                      ----------    ----------    ----------
        Total current assets             885,491       893,890     1,125,545
    Investments and long-term
     receivables                          31,424        27,998        25,003
    Property, plant & equipment:
      Property, plant & equipment,
       cost                            6,678,317     6,635,873     6,121,159
      Less: Reserve for depr., depl.
       & amort.                       (2,713,057)   (2,480,061)   (2,401,074)
                                      ----------    ----------    ----------
        Property, plant & equipment,
         net                           3,965,260     4,155,812     3,720,085
    Goodwill                           3,093,979     3,085,468     3,899,517
    Other intangible assets              681,087       673,792       157,597
    Other assets                         105,927        79,664       199,373
                                      ----------    ----------    ----------
        Total assets                  $8,763,168    $8,916,624    $9,127,120
                                      ==========    ==========    ==========


    Liabilities and Shareholders'
     Equity
    -----------------------------
    Current maturities of long-term
     debt                                $60,421      $311,685      $344,753
    Short-term borrowings                286,357     1,082,500     1,163,500
    Trade payables and accruals          141,884       147,104       217,596
    Other current liabilities            187,171       121,777       176,974
                                      ----------    ----------    ----------
        Total current liabilities        675,833     1,663,066     1,902,823
    Long-term debt                     2,506,170     2,153,588     2,168,807
    Deferred income taxes                896,598       920,475       658,115
    Other noncurrent liabilities         599,039       625,743       428,694
                                      ----------    ----------    ----------
        Total liabilities              4,677,640     5,362,872     5,158,439
                                      ----------    ----------    ----------
    Shareholders' equity:
      Common stock, $1 par value         125,401       110,270       110,146
      Capital in excess of par value   2,342,765     1,734,835     1,724,343
      Retained earnings                1,797,036     1,893,929     2,160,731
      Accumulated other comprehensive
       loss                             (179,674)     (185,282)      (26,539)
                                      ----------    ----------    ----------
        Shareholders' equity           4,085,528     3,553,752     3,968,681
                                      ----------    ----------    ----------
        Total liabilities and
         shareholders' equity         $8,763,168    $8,916,624    $9,127,120
        =====================         ==========    ==========    ==========

    (a) The December 31, 2008 and September 30, 2008 balance sheets reflect
        corrections of errors related to an overstatement of deferred income
        tax liabilities.



                                                                      Table C
    Vulcan Materials Company
    and Subsidiary Companies

                                                        (Amounts in thousands)

                                                           Nine Months Ended
    Consolidated Statements of Cash Flows                    September 30
    (Condensed and unaudited)                           ----------------------
    -------------------------                              2009        2008
                                                        ----------------------
    Operating Activities
    --------------------
    Net earnings                                          $43,663    $213,738
    Adjustments to reconcile net earnings to net cash
     provided by operating activities:
        Depreciation, depletion, accretion and
         amortization                                     298,158     291,491
        Net gain on sale of property, plant & equipment
         and businesses                                   (11,465)    (86,690)
        Contributions to pension plans                    (26,793)     (2,419)
        Share-based compensation                           21,870      14,383
        Excess tax benefits from share-based compensation  (1,329)     (8,452)
        Deferred tax provision                            (26,477)     (1,880)
        Changes in assets and liabilities before initial
         effects of business acquisitions and
         dispositions                                      51,845    (144,694)
        Other, net                                          5,350       2,765
                                                         --------    --------
          Net cash provided by operating activities       354,822     278,242
                                                         --------    --------

    Investing Activities
    --------------------
    Purchases of property, plant & equipment              (94,165)   (294,885)
    Proceeds from sale of property, plant & equipment       6,399      16,797
    Proceeds from sale of businesses                       16,075     225,783
    Payment for businesses acquired, net of acquired cash (36,980)    (79,113)
    Reclassification from cash equivalents to medium-term
     investments                                                -     (36,992)
    Redemption of medium-term investments                  30,590           -
    Proceeds from loan on life insurance policies               -      28,646
    Other, net                                                676       4,785
                                                         --------    --------
          Net cash used for investing activities          (77,405)   (134,979)
                                                         --------    --------

    Financing Activities
    --------------------
    Net short-term payments                              (798,118)   (928,000)
    Payment of short-term debt and current maturities    (296,555)       (565)
    Proceeds from issuance of long-term debt, net of
     discounts                                            397,660     949,078
    Debt issuance costs                                    (3,033)     (5,633)
    Settlements of forward starting swaps                       -     (32,474)
    Proceeds from issuance of common stock                587,129      55,072
    Dividends paid                                       (140,048)   (160,816)
    Proceeds from exercise of stock options                10,958      27,819
    Excess tax benefits from share-based compensation       1,329       8,452
    Other, net                                               (386)       (115)
                                                         --------    --------
          Net cash used for financing activities         (241,064)    (87,182)
                                                         --------    --------

    Net increase in cash and cash equivalents              36,353      56,081
    Cash and cash equivalents at beginning of year         10,194      34,888
                                                         --------    --------
    Cash and cash equivalents at end of period            $46,547     $90,969
    ===========================================          ========    ========



                                                                      Table D
    Segment Financial Data and Unit Shipments

                                 (Amounts in thousands, except per unit data)

                                  Three Months Ended      Nine Months Ended
                                     September 30            September 30
                                  ------------------      -----------------
                                   2009        2008        2009        2008
                                  ------------------      -----------------
    Total Revenues
      Aggregates (a)             $532,936    $661,960  $1,432,353  $1,877,269
      Asphalt mix and
       Concrete (b)               243,206     340,678     654,713     932,680
      Cement (C)                   19,829      25,605      56,423      85,854
      Intersegment sales          (57,307)    (69,404)   (155,550)   (199,245)
                               ----------  ----------  ----------  ----------
          Total net sales         738,664     958,839   1,987,939   2,696,558
          Delivery revenues        39,528      54,510     112,407     155,681
                               ----------  ----------  ----------  ----------
              Total revenues     $778,192  $1,013,349  $2,100,346  $2,852,239
                               ==========  ==========  ==========  ==========

    Gross Profit
      Aggregates                 $133,229    $185,175    $323,675    $529,948
      Asphalt mix and Concrete     20,730      12,697      55,558      56,037
      Cement                          521       2,974      (1,312)     14,537
                               ----------  ----------  ----------  ----------
          Total gross profit     $154,480    $200,846    $377,921    $600,522
                               ==========  ==========  ==========  ==========

    Unit Shipments
      Aggregates
        Customer tons              41,090      51,734     108,424     148,135
        Internal tons (d)           3,454       3,719       8,895      12,606
                               ----------  ----------  ----------  ----------
          Aggregates - tons        44,544      55,453     117,319     160,741
                               ==========  ==========  ==========  ==========

      Asphalt mix - tons            2,336       2,881       5,636       7,510
      Ready-mixed concrete -
       cubic yards                  1,191       1,678       3,407       4,998

      Cement
        Customer tons                  81         132         204         479
        Internal tons (d)              97         115         287         356
                               ----------  ----------  ----------  ----------
          Cement - tons               178         247         491         835
                               ==========  ==========  ==========  ==========

    Average Unit Sales Price
     (including internal sales)
      Aggregates (freight-
       adjusted) (e)               $10.20       $9.96      $10.27      $10.00
      Asphalt mix                  $52.38      $58.68      $53.50      $54.28
      Ready-mixed concrete         $96.15      $96.89      $97.40      $97.78
      Cement                       $93.31      $96.76      $96.17      $97.15

    (a) Includes crushed stone, sand and gravel, sand, other aggregates, as
        well as transportation and service revenues associated with the
        aggregates business.
    (b) Includes asphalt mix, ready-mixed concrete, concrete block, precast
        concrete, as well as building materials purchased for resale.
    (c) Includes cement and calcium products.
    (d) Represents tons shipped primarily to our downstream operations (e.g.,
        asphalt mix and ready-mixed concrete). Sales from internal shipments
        are eliminated in net sales presented above and in the accompanying
        Condensed Consolidated Statements of Earnings.
    (e) Freight-adjusted sales price is calculated as total sales dollars
        (internal and external) less freight to remote distribution sites
        divided by total sales units (internal and external).


                                                                     Table E
      Supplemental Cash Flow Information

      Supplemental information referable to the Condensed Consolidated
       Statements of Cash Flows for the nine months ended September 30 is
       summarized below (amounts in thousands):

                                                            2009      2008
                                                          --------  --------
      Supplemental Disclosure of Cash Flow Information
      -------------------------------------------------
      Cash paid (refunded) during the period for:
        Interest, net of amount capitalized               $109,586  $109,724
        Income taxes                                        (9,706)   92,554

      Supplemental Schedule of Noncash Investing and
       Financing Activities
      ----------------------------------------------
      Liabilities assumed in business acquisitions               -     2,035
      Accrued liabilities for purchases of property &
       equipment                                            13,436    29,883
      Note received from sale of businesses                  1,450         -
      Carrying value of noncash assets and liabilities
       exchanged                                                 -    42,974
      Debt issued for purchases of property, plant &
       equipment                                             1,984       389
      Proceeds receivable from exercise of stock options         -     8,184
      Proceeds receivable from issuance of common stock      1,712         -
      Fair value of stock issued in business acquisitions        -    25,023



                                                                      Table F

    Reconciliation of Non-GAAP Measures
    EBITDA and Cash Earnings Reconciliations
                                               (Amounts in thousands)

                                       Three Months Ended   Nine Months Ended
                                          September 30        September 30
                                       ------------------   -----------------
                                         2009      2008      2009      2008
                                       ------------------   -----------------
    Reconciliation of Net Cash
     Provided by Operating Activities to
     EBITDA and Cash Earnings

    Net cash provided by operating
     activities                        $185,420  $144,190  $354,822  $278,242
    Changes in operating assets and
     liabilities before initial
     effects of business acquisitions
     and dispositions                   (87,695)   18,129   (51,845)  144,694
    Other net operating items
     (providing) using cash              55,750    (4,553)   38,844    82,293
    (Earnings) loss on discontinued
     operations, net of tax              (6,308)      766   (12,433)    1,788
    Provision (benefit) for income
     taxes                               (5,983)   21,038    (9,621)   91,365
    Interest expense, net                43,519    43,624   130,029   123,606
    Less: Depreciation, depletion,
     accretion and amortization         (99,243)  (98,716) (298,158) (291,491)
                                       --------  --------  --------  --------
    EBIT                                 85,460   124,478   151,638   430,497
    Plus: Depreciation, depletion,
     accretion and amortization          99,243    98,716   298,158   291,491
                                       --------  --------  --------  --------

    EBITDA                             $184,703  $223,194  $449,796  $721,988
    Less:  Interest expense, net        (43,519)  (43,624) (130,029) (123,606)
              Current taxes             (26,526)  (23,918)  (16,999)  (93,924)
                                       --------  --------  --------  --------
    Cash earnings                      $114,658  $155,652  $302,768  $504,458
                                       ========  ========  ========  ========

    Reconciliation of Operating
     Earnings to EBITDA and Cash
     Earnings

    Operating earnings                  $82,704  $128,303  $147,060  $433,531
    Other income (expense), net           2,756    (3,825)    4,578    (3,034)
                                       --------  --------  --------  --------
    EBIT                                 85,460   124,478   151,638   430,497
    Plus: Depreciation, depletion,
     accretion and amortization          99,243    98,716   298,158   291,491
                                       --------  --------  --------  --------

    EBITDA                             $184,703  $223,194  $449,796  $721,988
    Less:  Interest expense, net        (43,519)  (43,624) (130,029) (123,606)
              Current taxes             (26,526)  (23,918)  (16,999)  (93,924)
                                       --------  --------  --------  --------
    Cash earnings                      $114,658  $155,652  $302,768  $504,458
                                       ========  ========  ========  ========



      EBITDA and Earnings Per Share (EPS) Bridge

                                                EBITDA        EPS
                                              (millions)   (diluted)
                                              ----------   ---------
      Third Quarter Continuing Operations
       - 2008 Actual                             $223        $0.54
      Increase / (Decrease) due to:
      Aggregates:
          Volumes                                 (69)       (0.46)
          Selling prices                           11         0.07
          Costs                                     7         0.05
      Asphalt mix and Concrete                      8         0.05
      Cement                                       (2)       (0.01)
      Selling, administrative and
       general expenses                            (3)       (0.02)
      Depreciation, depletion,
       accretion and amortization                 n/a            -
      Interest expense, net                       n/a            -
      Tax rate differential and
       discrete items                             n/a         0.15
      Additional shares outstanding
       and other                                   10         0.01
                                               ------       ------

      Third Quarter Continuing
       Operations - 2009 Actual                  $185        $0.38
                                               ======       ======

    EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and
    Amortization.  Cash earnings adjusts EBITDA for net interest and current
    taxes.  These financial metrics are often used by the investment community
    as indicators of a company's ability to incur and service debt.  They are
    not defined by Generally Accepted Accounting Principles (GAAP); thus, it
    should not be considered as an alternative to net cash provided by
    operating activities, operating earnings, or any other liquidity or
    performance measure defined by GAAP.

    These metrics are presented for the convenience of investment
    professionals that use such metrics in their analysis and to provide the
    Company's shareholders an understanding of metrics management uses to
    assess performance and to monitor our cash and liquidity positions.
    Vulcan's management internally uses EBITDA, cash earnings and other such
    measures to assess the operating performance of its' various business
    units and the consolidated company.  Vulcan's management does not use
    these metrics as a measure to allocate resources internally.


                                                                      Table G

    Reconciliation of Non-GAAP Measures
    Adjusted Gross Profit Margin and EBITDA Margin
                                                        (Amounts in thousands)

                                                          Three Months Ended
                                                             September 30
                                                        ----------------------
                                                            2009       2008
                                                        ----------------------
    Gross Profit Margin in Accordance with Generally
     Accepted Accounting Principles

    Gross profit                                           $154,480  $200,846
    Net sales                                              $738,664  $958,839
    Gross profit margin                                        20.9%     20.9%

    Gross Profit Margin Adjusted for Depreciation,
     Depletion, and Amortization

    Gross profit                                           $154,480  $200,846
    Plus: Depreciation, depletion and amortization
     included in cost of goods sold                          96,002    95,048
                                                           --------  --------
    Gross profit adjusted for depreciation, depletion and
     amortization                                          $250,482  $295,894
                                                           ========  ========
    Net sales                                              $738,664  $958,839
    Gross profit margin adjusted for depreciation,
     depletion and amortization                                33.9%     30.9%

    Operating Margin in Accordance with Generally
     Accepted Accounting Principles

    Operating earnings                                      $82,704  $128,303
    Net sales                                              $738,664  $958,839
    Operating margin                                           11.2%     13.4%

    EBITDA Margin

    EBITDA                                                 $184,703  $223,194
    Net sales                                              $738,664  $958,839
    EBITDA margin                                              25.0%     23.3%


    Gross profit margin adjusted for depreciation, depletion and amortization
    and EBITDA margin are non-GAAP measures.  Gross profit margin and
    operating margin are considered the most comparable financial measures
    prepared in accordance with generally accepted accounting principles.
    Adjusted gross profit margin and EBITDA margin are presented for the
    convenience of investment professionals that use such metrics in their
    analysis and to provide the Company's shareholders an understanding of
    metrics management uses to assess performance and to monitor our cash and
    liquidity positions.  Vulcan's management internally uses metrics to
    measure or approximate cash earnings or margins, including adjusted gross
    profit metrics, EBITDA and associated margins, cash earnings and other
    such measures to assess the operating performance of its' various business
    units and the consolidated company. Vulcan's management does not use these
    metrics as a measure to allocate resources internally.

Website: http://www.vulcanmaterials.com




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