VULCAN MATERIALS CO, 10-Q filed on 5/4/2010
Quarterly Report
Document and Entity Information (USD $)
3 Months Ended
Mar. 31, 2010
Jun. 30, 2009
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
Vulcan Materials CO 
 
Entity Central Index Key
0001396009 
 
Document Type
10-Q 
 
Document Period End Date
03/31/2010 
 
Amendment Flag
FALSE 
 
Document Fiscal Year Focus
2010 
 
Document Fiscal Period Focus
Q1 
 
Current Fiscal Year End Date
12/31 
 
Entity Well-known Seasoned Issuer
Yes 
 
Entity Voluntary Filers
No 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Public Float
 
$ 5,362,319,558 
Entity Common Stock, Shares Outstanding
127,693,022 
 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands
Mar. 31, 2010
Dec. 31, 2009
Mar. 31, 2009
Assets
 
 
 
Cash and cash equivalents
$ 35,940 
$ 22,265 
$ 47,446 1
Restricted cash
3,643 
1
Medium-term investments
4,109 
4,111 
11,530 1
Accounts and notes receivable
 
 
 
Accounts and notes receivable, gross
300,648 
276,746 
339,197 1
Less: Allowance for doubtful accounts
(9,236)
(8,722)
(9,134)1
Accounts and notes receivable, net
291,412 
268,024 
330,063 1
Inventories
 
 
 
Finished products
246,632 
261,752 
292,776 1
Raw materials
22,430 
21,807 
29,023 1
Products in process
4,663 
3,907 
4,857 1
Operating supplies and other
33,876 
37,567 
35,164 1
Inventories
307,601 
325,033 
361,820 1
Deferred income taxes
56,990 
57,967 
70,442 1
Prepaid expenses
51,538 
50,817 
60,840 1
Assets held for sale
14,839 
15,072 
1
Total current assets
766,072 
743,289 
882,141 1
Investments and long-term receivables
33,298 
33,283 
28,011 1
Property, plant & equipment
 
 
 
Property, plant & equipment, cost
6,627,203 
6,653,261 
6,649,867 1
Reserve for depr., depl. & amort.
(2,834,162)
(2,778,590)
(2,560,199)1
Property, plant & equipment, net
3,793,041 
3,874,671 
4,089,668 1
Goodwill
3,093,979 
3,093,979 
3,084,922 1
Other intangible assets, net
681,872 
682,643 
672,871 1
Other assets
106,620 
105,085 
80,406 1
Total assets
8,474,882 
8,532,950 
8,838,019 1
Liabilities and Shareholders' Equity
 
 
 
Current maturities of long-term debt
325,344 
385,381 
311,689 1
Short-term borrowings
300,000 
236,512 
667,000 1
Trade payables and accruals
128,974 
121,324 
138,939 1
Other current liabilities
154,479 
113,109 
154,432 1
Liabilities of assets held for sale
425 
369 
1
Total current liabilities
909,222 
856,695 
1,272,060 1
Long-term debt
2,101,147 
2,116,120 
2,536,211 1
Deferred income taxes
863,678 
887,268 
926,016 1
Other noncurrent liabilities
537,835 
620,845 
619,386 1
Total liabilities
4,411,882 
4,480,928 
5,353,673 1
Other commitments and contingencies (Notes 13 & 19)
 
 
 
Shareholders' equity
 
 
 
Common stock, $1 par value
127,693 
125,912 
110,556 1
Capital in excess of par value
2,444,732 
2,368,228 
1,750,688 1
Retained earnings
1,681,624 
1,752,240 
1,806,603 1
Accumulated other comprehensive loss
(191,049)
(194,358)
(183,501)1
Shareholders' equity
4,063,000 
4,052,022 
3,484,346 1
Total liabilities and shareholders' equity
$ 8,474,882 
$ 8,532,950 
$ 8,838,019 1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
Mar. 31, 2010
Dec. 31, 2009
Mar. 31, 2009
Shareholders' equity
 
 
 
Common stock, par value
$ 1 
$ 1 
$ 1 1
Condensed Consolidated Statements of Earnings (Unaudited) (USD $)
In Thousands, except Per Share data
3 Months Ended
Mar. 31,
2010
2009
Condensed Consolidated Statements of Earnings [Abstract]
 
 
Net sales
$ 464,534 
$ 567,895 
Delivery revenues
28,730 
32,399 
Total revenues
493,264 
600,294 
Cost of goods sold
463,640 
490,288 
Delivery costs
28,730 
32,399 
Cost of revenues
492,370 
522,687 
Gross profit
894 
77,607 
Selling, administrative and general expenses
86,495 
79,717 
Gain on sale of property, plant & equipment and businesses, net
48,371 
2,503 
Other operating income (expense), net
460 
(1,719)
Operating loss
(36,770)
(1,326)
Other income (expense), net
1,378 
(1,075)
Interest income
489 
795 
Interest expense
43,783 
43,919 
Loss from continuing operations before income taxes
(78,686)
(45,525)
Benefit from income taxes
(34,212)
(13,270)
Loss from continuing operations
(44,474)
(32,255)
Earnings (loss) on discontinued operations, net of tax (Note 2)
5,727 
(525)
Net loss
(38,747)
(32,780)
Basic earnings (loss) per share
 
 
Continuing operations
(0.35)
(0.29)
Discontinued operations
0.04 
(0.01)
Net loss per share
(0.31)
(0.30)
Diluted earnings (loss) per share
 
 
Continuing operations
(0.35)
(0.29)
Discontinued operations
0.04 
(0.01)
Net loss per share
(0.31)
(0.30)
Weighted-average common shares outstanding
 
 
Basic
126,692 
110,598 
Assuming dilution
126,692 
110,598 
Cash dividends declared per share of common stock
0.25 
0.49 
Depreciation, depletion, accretion and amortization
$ 94,197 
$ 99,315 
Effective tax rate from continuing operations
43.5% 
29.1% 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands
3 Months Ended
Mar. 31,
2010
2009
Statements of Cash Flows [Abstract]
 
 
Operating Activities
 
 
Net loss
$ (38,747)
$ (32,780)
Adjustments to reconcile net loss to net cash provided by operating activities
 
 
Depreciation, depletion, accretion and amortization
94,197 
99,315 
Net gain on sale of property, plant & equipment and businesses
(57,165)
(3,227)
Contributions to pension plans
(20,050)
(1,131)
Share-based compensation
5,277 
5,791 
Deferred tax provision
(32,369)
2,619 
Changes in assets and liabilities before initial effects of business acquisitions and dispositions
46,543 
36,311 
Other, net
8,753 
(1,800)
Net cash provided by operating activities
6,439 
105,098 
Investing Activities
 
 
Purchases of property, plant & equipment
(19,759)
(25,638)
Proceeds from sale of property, plant & equipment
1,054 
3,070 
Proceeds from sale of businesses, net of transaction costs
51,064 
11,537 
Increase in restricted cash
(3,643)
Redemption of medium-term investments
22 
25,203 
Other, net
(51)
436 
Net cash provided by investing activities
28,687 
14,608 
Financing Activities
 
 
Net short-term borrowings (payments)
63,487 
(417,475)
Payment of current maturities and long-term debt
(75,093)
(15,083)
Proceeds from issuance of long-term debt, net of discounts
397,660 
Debt issuance costs
(3,033)
Proceeds from issuance of common stock
11,249 
6,800 
Dividends paid
(31,600)
(54,069)
Proceeds from exercise of stock options
10,106 
2,755 
Other, net
400 
(9)
Net cash used for financing activities
(21,451)
(82,454)
Net increase in cash and cash equivalents
13,675 
37,252 
Cash and cash equivalents at beginning of year
22,265 
10,194 
Cash and cash equivalents at end of period
$ 35,940 
$ 47,446 1
Basis of Presentation
Basis of Presentation
Note 1 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. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. Operating results for the three month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.
We disaggregated our asphalt mix and concrete operating segments for reporting purposes as of January 1, 2010 (see Note 17).
Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Earnings.
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. The errors arose during the fourth quarter of 2008 and during periods prior to January 1, 2006, and were not material to previously issued financial statements. However, correcting the errors in 2009 would have materially impacted that year’s deferred tax provision. As a result, we restated all affected prior period financial statements in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.
A summary of the effects of the correction of the errors on our Condensed Consolidated Balance Sheet as of March 31, 2009 is presented in the table below (in thousands of dollars):
                         
    March 31, 2009  
    As             As  
    Reported     Corrections     Restated  
Goodwill
  $ 3,082,467     $ 2,455     $ 3,084,922  
 
                 
Total assets
  $ 8,835,564     $ 2,455     $ 8,838,019  
 
                 
 
                       
Deferred income taxes
  $ 954,577     $ (28,561 )   $ 926,016  
 
                 
Total liabilities
  $ 5,382,234     $ (28,561 )   $ 5,353,673  
 
                 
 
                       
Retained earnings
  $ 1,775,587     $ 31,016     $ 1,806,603  
 
                 
Shareholders’ equity
  $ 3,453,330     $ 31,016     $ 3,484,346  
 
                 
 
                       
Total liabilities and shareholders’ equity
  $ 8,835,564     $ 2,455     $ 8,838,019  
 
                 
Discontinued Operations
Discontinued Operations
Note 2 Discontinued Operations
In June 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. In addition to the initial cash proceeds, Basic Chemicals was required to make payments under two earn-out agreements subject to certain conditions. During 2007, we received the final payment under the ECU (electrochemical unit) earn-out, bringing cumulative cash receipts to its $150,000,000 cap.
Proceeds under the second earn-out agreement are determined based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). Under this earn-out agreement, cash plant margin for 5CP, as defined in the Asset Purchase Agreement, in excess of an annual threshold amount is shared equally between Vulcan and Basic Chemicals. The primary determinant of the value for this earn-out is the level of growth in 5CP sales volume. At the June 7, 2005 closing date, the value assigned to the 5CP earn-out was limited to an amount that resulted in no gain on the sale of the business, as the gain was contingent in nature. A gain on disposal of the Chemicals business is recognized to the extent cumulative cash receipts under the 5CP earn-out exceed the initial value recorded.
In March 2010, we received a payment of $8,794,000 (recorded as gain on disposal of discontinued operations) under the 5CP earn-out related to performance during the year ended December 31, 2009. Any future payments received pursuant to the 5CP earn-out will be recorded as additional gain on disposal of discontinued operations. During 2009, we received $11,625,000 under the 5CP earn-out related to the year ended December 31, 2008. These 2009 receipts resulted in a gain on disposal of discontinued operation of $812,000 for 2009. Through March 31, 2010, we have received a total of $42,707,000 under the 5CP earn-out, a total of $9,606,000 in excess of the receivable recorded on the date of disposition.
We are liable for a cash transaction bonus payable to certain key former Chemicals employees. This transaction bonus is payable if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. The bonus is payable annually based on the prior year’s results. We expect the 2010 payout will be approximately $879,000 and have accrued this amount as of March 31, 2010. In comparison, we had accrued approximately $700,000 as of March 31, 2009.
There were no net sales or revenues from discontinued operations during the three month periods ended March 31, 2010 or 2009. Results from discontinued operations are as follows (in thousands of dollars):
                 
    Three Months Ended  
    March 31  
    2010     2009  
Discontinued operations
               
Earnings (loss) from results
  $ 81     $ (1,599 )
Gain on disposal
    8,794       723  
Income tax (provision) benefit
    (3,148 )     351  
 
           
Earnings (loss) on discontinued operations, net of tax
  $ 5,727     $ (525 )
 
           
The first quarter 2010 pretax earnings from results of discontinued operations of $81,000 includes litigation settlements associated with our former Chemicals business offset by general and product liability costs, including legal defense costs, environmental remediation costs associated with our former Chemicals businesses and charges related to the cash transaction bonus as noted above. The pretax loss from discontinued operations in the first quarter of 2009 reflects charges primarily related to general and product liability costs.
Earnings Per Share (EPS)
Earnings Per Share (EPS)
Note 3 Earnings Per Share (EPS)
We report two earnings per share numbers: basic and diluted. These are computed by dividing net earnings (loss) by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS) as set forth below (in thousands of shares):
                 
    Three Months Ended
    March 31
    2010   2009
Weighted-average common shares outstanding
    126,692       110,598  
Dilutive effect of
               
Stock options/SOSARs
    0       0  
Other stock compensation plans
    0       0  
 
               
Weighted-average common shares outstanding, assuming dilution
    126,692       110,598  
 
               
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. Because we operated at a loss for the quarters ended March 31, 2010 and 2009, all potential common shares were antidilutive. Had earnings from operations been positive, weighted-average common shares outstanding, assuming dilution would have increased by 476,000 shares and 479,000 shares in 2010 and 2009, respectively.
The amount of antidilutive common stock equivalents are as follows (in thousands of shares):
                 
    Three Months Ended
    March 31
    2010   2009
Antidilutive common stock equivalents
    4,414       3,838  
Income Taxes
Income Taxes
Note 4 Income Taxes
Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, except in circumstances as described in the following paragraph, we estimate the annual tax rate based on projected taxable income for the full year and record a quarterly tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.
When application of the estimated annual effective tax rate distorts the financial results of an interim period, we calculate the income tax provision or benefit using an alternative methodology as prescribed by the accounting standards. This alternative methodology results in an income tax provision or benefit based solely on the year-to-date pretax loss as adjusted for permanent differences on a pro rata basis.
We recognize a tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as we consider appropriate.
We applied the alternative methodology discussed above in the determination of the income tax benefit from continuing operations for the first quarter of 2010. We recognized a tax benefit from continuing operations of $34,212,000 for the first three months of 2010. During the same period of 2009, we recognized a tax benefit from continuing operations of $13,270,000.
Medium-term Investments
Medium-term Investments
Note 5 Medium-term Investments
We held investments in money market and other money funds at The Reserve, an investment management company specializing in such funds, as follows: March 31, 2010 — $5,532,000, December 31, 2009 — $5,554,000 and March 31, 2009 — $13,633,000. The substantial majority of our investment was held in the Reserve International Liquidity Fund, Ltd. On September 15, 2008, Lehman Brothers Holdings Inc. filed for bankruptcy protection. In the following days, The Reserve announced that it was closing all of its money funds, some of which owned Lehman Brothers securities, and was suspending redemptions from and purchases of its funds, including the Reserve International Liquidity Fund. As a result of the temporary suspension of redemptions and the uncertainty as to the timing of such redemptions, we changed the classification of our investments in The Reserve funds from cash and cash equivalents to medium-term investments and reduced the carrying value of our investment to its estimated fair value. Based on public statements issued by The Reserve and the maturity dates of the underlying investments, we believe that proceeds from the liquidation of the money funds in which we have investments will be received within twelve months of March 31, 2010, and therefore, such investments are classified as current.
The Reserve has redeemed our investment, as follows: $22,000 during the first quarter of 2010, $25,203,000 during the first quarter of 2009, $8,079,000 during the remaining three quarters of 2009 and $258,000 during 2008. In addition, during 2008, we recognized a charge of $2,103,000 to reduce the principal balance to an estimate of the fair value of our investment in these funds. During 2009, we recognized income [included in other income (expense), net] of $660,000 to increase the principal balance to an estimate of the fair value of our investment in these funds. None of this income was recognized in the first quarter of 2009. During the first quarter of 2010, we recognized additional income [included in other income (expense), net] of $20,000. See Note 7 for further discussion of the fair value determination. These adjustments resulted in balances as of March 31, 2010, December 31, 2009 and March 31, 2009 of $4,109,000, $4,111,000 and $11,530,000, respectively, as reported on our accompanying Condensed Consolidated Balance Sheets.
Derivative Instruments
Derivatives Instruments
Note 6 Derivative Instruments
During the normal course of operations, we are exposed to market risks including fluctuations in interest rates, fluctuations in foreign currency exchange rates and changes in commodity pricing. From time to time, and consistent with our risk management policies, we use derivative instruments to hedge against these market risks. We do not utilize derivative instruments for trading or other speculative purposes. The interest rate swap agreements described below were designated as cash flow hedges of future interest payments.
In December 2007, we issued $325,000,000 of 3-year floating (variable) rate notes that bear interest at 3-month London Interbank Offered Rate (LIBOR) plus 1.25% per annum. Concurrently, we entered into a 3-year interest rate swap agreement in the stated (notional) amount of $325,000,000. Under this agreement, we pay a fixed interest rate of 5.25% and receive 3-month LIBOR plus 1.25% per annum. Concurrent with each quarterly interest payment, the portion of this swap related to that interest payment is settled and the associated realized gain or loss is recognized. The pretax loss of $8,956,000 accumulated in Other Comprehensive Income (OCI) related to this interest rate swap will be reclassified to earnings by the end of the current year in conjunction with the retirement of the related debt.
Additionally, during 2007, we entered into fifteen forward starting interest rate swap agreements for a total notional amount of $1,500,000,000. On December 11, 2007, upon the issuance of the related fixed-rate debt, we terminated and settled for a cash payment of $57,303,000 a portion of these forward starting swaps with an aggregate notional amount of $900,000,000 ($300,000,000 5-year, $350,000,000 10-year and $250,000,000 30-year). In December 2007, the remaining forward starting swaps on an aggregate notional amount of $600,000,000 were extended to August 29, 2008. On June 20, 2008, upon the issuance of $650,000,000 of related fixed-rate debt, we terminated and settled for a cash payment of $32,474,000 the remaining forward starting swaps. Amounts accumulated in other comprehensive loss related to the highly effective portion of the fifteen forward starting interest rate swaps are being amortized to interest expense over the term of the related debt. For the 12-month period ending March 31, 2011, we estimate that $7,765,000 of the pretax loss accumulated in OCI will be reclassified to earnings.
Derivative instruments are recognized at fair value in the accompanying Condensed Consolidated Balance Sheets. Fair values of derivative instruments designated as hedging instruments are as follows (in thousands of dollars):
                                 
            Fair Value 1  
            March 31     December 31     March 31  
    Balance Sheet Location     2010     2009     2009  
Liability derivatives
                               
Interest rate derivatives
  Other accrued liabilities   $ 8,956     $ 11,193     $ 0  
Interest rate derivatives
  Other noncurrent liabilities     0       0       15,400  
 
                       
Total derivatives liability
          $ 8,956     $ 11,193     $ 15,400  
 
                       
 
1   See Note 7 for further discussion of the fair value determination.
The effects of the cash flow hedge derivative instruments on the accompanying Condensed Consolidated Statements of Earnings for the three months ended March 31 are as follows (in thousands of dollars):
                         
            Three Months Ended
    Location on   March 31
    Statement   2010   2009
Interest rate derivatives
                       
Loss recognized in OCI (effective portion)
  Note 8   $ (808 )   $ (799 )
 
                       
Loss reclassified from Accumulated OCI (effective portion)
  Interest expense     (4,898 )     (3,370 )
Fair Value Measurements
Fair Value Measurements
Note 7 Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:
         
 
  Level 1:   Quoted prices in active markets for identical assets or liabilities;
 
       
 
  Level 2:   Inputs that are derived principally from or corroborated by observable market data;
 
       
 
  Level 3:   Inputs that are unobservable and significant to the overall fair value measurement.
Our assets and liabilities that are subject to fair value measurements on a recurring basis are summarized below (in thousands of dollars):
                         
    Level 1  
    March 31     December 31     March 31  
    2010     2009     2009  
Fair value recurring
                       
Rabbi Trust
                       
Mutual funds
  $ 11,947     $ 10,490     $ 12,019  
Equities
    7,740       8,472       5,222  
 
                 
Net asset
  $ 19,687     $ 18,962     $ 17,241  
 
                 
                         
    Level 2  
    March 31     December 31     March 31  
    2010     2009     2009  
Fair value recurring
                       
Medium-term investments
  $ 4,109     $ 4,111     $ 11,530  
Interest rate derivative
    (8,956 )     (11,193 )     (15,400 )
Rabbi Trust
                       
Common/collective trust funds
    2,769       4,084       409  
 
                 
Net liability
  $ (2,078 )   $ (2,998 )   $ (3,461 )
 
                 
The fair values of the Rabbi Trust investments are estimated using a market approach. The Level 1 investments include mutual funds and equity securities for which quoted prices in active markets are available. Investments in common/collective trust funds are stated at estimated fair value based on the underlying investments in those funds. The underlying investments are comprised of short-term, highly liquid assets in commercial paper, short-term bonds and treasury bills.
The medium-term investments are comprised of money market and other money funds, as more fully described in Note 5. Using a market approach, we estimated the fair value of these funds by adjusting the remaining investment principal in securities of Lehman Brothers Holdings Inc. to reflect their current trading value. As of March 31, 2010, these securities were trading at approximately 21.5% of their face value as reported by the Temporary Supervisor of the Reserve International Liquidity Fund. Additionally, we estimated a discount against our investment balances to allow for the risk that legal and accounting costs and pending or threatened claims and litigation against The Reserve and its management may reduce the principal available for distribution.
The interest rate derivative consists of an interest rate swap agreement applied to our $325,000,000 3-year notes issued December 2007 and is more fully described in Note 6. This interest rate swap is measured at fair value using a market approach based on the prevailing market interest rate as of the measurement date.
The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, trade payables, accrued expenses and short-term borrowings approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 11, respectively.
Comprehensive Income
Comprehensive Income
Note 8 Comprehensive Income
Comprehensive income (loss) includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings (loss) and other comprehensive income (loss). Total comprehensive income (loss) comprises the following (in thousands of dollars):
                 
    Three Months Ended  
    March 31  
    2010     2009  
Net loss
  $ (38,747 )   $ (32,780 )
Other comprehensive income (loss)
               
Fair value adjustments to cash flow hedges, net of tax
    (478 )     (476 )
Reclassification adjustment for cash flow hedges amounts included in net loss, net of tax
    2,887       1,983  
Amortization of pension and postretirement plan acturarial loss and prior service cost, net of tax
    899       274  
 
           
Total comprehensive loss
  $ (35,439 )   $ (30,999 )
 
           
Amounts accumulated in other comprehensive loss, net of tax, are as follows (in thousands of dollars):
                         
    March 31     December 31     March 31  
    2010     2009     2009  
Cash flow hedges
  $ (46,956 )   $ (49,365 )   $ (55,012 )
Pension and postretirement plans
    (144,093 )     (144,993 )     (128,489 )
 
                 
Accumulated other comprehensive loss
  $ (191,049 )   $ (194,358 )   $ (183,501 )
 
                 
Shareholders Equity
Shareholders' Equity
Note 9 Shareholders’ Equity
In March 2010, we issued 1,190,000 shares of common stock to our qualified pension plan (par value of $1 per share) as described in Note 10. The transaction increased shareholders’ equity by $53,864,000 (common stock $1,190,000 and capital in excess of par $52,674,000).
In June 2009, we completed a public offering of common stock (par value of $1 per share) resulting in the issuance of 13,225,000 common shares at a price of $41.00 per share. The total number of shares issued through the offering included 1,725,000 shares issued upon full exercise of the underwriters’ option to purchase additional shares. We received net proceeds of $519,993,000 (net of commissions and transaction costs of $22,232,000) from the sale of the shares. The net proceeds from the offering were used for debt reduction and general corporate purposes. The transaction increased shareholders’ equity by $519,993,000 (common stock $13,225,000 and capital in excess of par $506,768,000).
We periodically issue shares of common stock to the trustee of our 401(k) savings and retirement plan to satisfy the plan participants’ elections to invest in Vulcan’s common stock and the resulting cash proceeds provide a means of improving cash flow, increasing shareholders’ equity and reducing leverage. Under this arrangement, the stock issuances and resulting cash proceeds were as follows: first quarter of 2010 — issued 250,368 shares for cash proceeds of $11,249,000, and first quarter of 2009 — issued 162,075 shares for cash proceeds of $6,800,000.
On November 16, 2007, pursuant to the terms of the agreement to acquire Florida Rock, all treasury stock held immediately prior to the close of the transaction was canceled. Our Board of Directors resolved to carry forward the existing authorization to purchase common stock. As of March 31, 2010, 3,411,416 shares remained under the current authorization.
There were no shares purchased during the three month periods ended March 31, 2010 and 2009, and there were no shares held in treasury as of March 31, 2010, December 31, 2009 or March 31, 2009.
Benefit Plans
Benefit Plans
Note 10 Benefit Plans
The following tables set forth the components of net periodic benefit cost (in thousands of dollars):
                 
    Three Months Ended  
    March 31  
PENSION BENEFITS   2010     2009  
Components of net periodic benefit cost
               
Service cost
  $ 4,808     $ 4,661  
Interest cost
    10,405       10,485  
Expected return on plan assets
    (12,535 )     (11,670 )
Amortization of prior service cost
    115       115  
Amortization of actuarial loss
    1,336       400  
 
           
Net periodic pension benefit cost
  $ 4,129     $ 3,991  
 
           
                 
    Three Months Ended  
    March 31  
OTHER POSTRETIREMENT BENEFITS   2010     2009  
Components of net periodic benefit cost
               
Service cost
  $ 1,066     $ 978  
Interest cost
    1,663       1,761  
Amortization of prior service credit
    (182 )     (206 )
Amortization of actuarial loss
    222       149  
 
           
Net periodic postretirement benefit cost
  $ 2,769     $ 2,682  
 
           
In March 2010, we contributed $72,500,000 ($18,636,000 in cash and $53,864,000 in stock — 1,190,000 shares valued at $45.2637 per share) to our qualified pension plans for the 2009 plan year. This contribution, along with the existing funding credits, should be sufficient to cover expected required contributions to the qualified plans through 2012.
The net periodic benefit costs for pension plans during the three months ended March 31, 2010 and 2009 include pretax reclassifications from other comprehensive income of $1,451,000 and $515,000, respectively. During the three months ended March 31, 2010 and 2009, contributions of $73,914,000 and $1,131,000, respectively, were made to our qualified and nonqualified pension plans.
The net periodic benefit costs for postretirement plans during the three months ended March 31, 2010 and 2009 include pretax reclassifications from other comprehensive income totaling $40,000 and ($57,000), respectively. These reclassifications from other comprehensive income are related to amortization of prior service costs or credits and actuarial losses.
Credit Facilities, Short-term Borrowings and Long-term Debt
Credit Facilities, Short-term Borrowings and Long-term Debt
Note 11 Credit Facilities, Short-term Borrowings and Long-term Debt
Short-term borrowings are summarized as follows (in thousands of dollars):
                         
    March 31     December 31     March 31  
    2010     2009     2009  
Short-term borrowings
                       
Bank borrowings
  $ 0     $ 0     $ 565,000  
Commercial paper
    300,000       236,512       100,000  
Other notes payable
    0       0       2,000  
 
                 
Total short-term borrowings
  $ 300,000     $ 236,512     $ 667,000  
 
                 
 
                       
Bank borrowings
                       
Maturity
    n/a       n/a       1 to 20 days  
Weighted-average interest rate
    n/a       n/a       0.73 %
 
                       
Commercial paper
                       
Maturity
  1 day     42 days     1 day
Weighted-average interest rate
    0.34 %     0.39 %     0.82 %
 
                       
Other notes payable
                       
Maturity
    n/a       n/a       2 months
Weighted-average interest rate
    n/a       n/a       n/a  
We utilize our bank lines of credit as liquidity back-up for outstanding commercial paper or draw on the bank lines to access LIBOR-based short-term loans to fund our borrowing requirements. Periodically, we issue commercial paper for general corporate purposes, including working capital requirements.
Our policy is to maintain committed credit facilities at least equal to our outstanding commercial paper. Unsecured bank lines of credit totaling $1,500,000,000 were maintained at March 31, 2010, all of which expire November 16, 2012. As of March 31, 2010, there were no borrowings under the lines of credit. Interest rates referable to borrowings under these lines of credit are determined at the time of borrowing based on current market conditions. Pricing of bank loans, if any lines were drawn, would be 30 basis points (0.30%) over LIBOR based on our long-term debt ratings at March 31, 2010.
All lines of credit extended to us in 2010 and 2009 were based solely on a commitment fee; no compensating balances were required. In the normal course of business, we maintain balances for which we are credited with earnings allowances. To the extent the earnings allowances are not sufficient to fully compensate banks for the services they provide, we pay the fee equivalent for the differences.
As of March 31, 2010, $3,648,000 of our long-term debt, including current maturities, was secured. This secured debt was assumed with the November 2007 acquisition of Florida Rock. All other debt obligations, both short-term borrowings and long-term debt, are unsecured.
In February 2009, we issued $400,000,000 of long-term notes in two related series (tranches), as follows: $150,000,000 of 10.125% coupon notes due December 2015 and $250,000,000 of 10.375% coupon notes due December 2018. These notes were issued principally to repay borrowings outstanding under our short- and long-term debt obligations. The notes are presented in the table below net of unamortized discounts from par. Discounts and debt issuance costs are being amortized using the effective interest method over the respective lives of the notes.
Long-term debt is summarized as follows (in thousands of dollars):
                         
    March 31     December 31     March 31  
    2010     2009     2009  
Long-term debt
                       
10.125% 2015 notes issued 20091
  $ 149,552     $ 149,538     $ 149,498  
10.375% 2018 notes issued 20092
    248,299       248,270       248,186  
3-year floating loan issued 2008
    100,000       175,000       270,000  
6.30% 5-year notes issued 20083
    249,656       249,632       249,564  
7.00% 10-year notes issued 20084
    399,633       399,625       399,602  
3-year floating notes issued 2007
    325,000       325,000       325,000  
5.60% 5-year notes issued 20075
    299,692       299,666       299,590  
6.40% 10-year notes issued 20076
    349,840       349,837       349,825  
7.15% 30-year notes issued 20077
    249,319       249,317       249,313  
6.00% 10-year notes issued 1999
    0       0       250,000  
Private placement notes
    15,212       15,243       15,342  
Medium-term notes
    21,000       21,000       21,000  
Industrial revenue bonds
    17,550       17,550       17,550  
Other notes
    1,738       1,823       3,430  
 
                 
Total debt excluding short-term borrowings
  $ 2,426,491     $ 2,501,501     $ 2,847,900  
Less current maturities of long-term debt
    325,344       385,381       311,689  
 
                 
Total long-term debt
  $ 2,101,147     $ 2,116,120     $ 2,536,211  
 
                 
 
                       
Estimated fair value of total long-term debt
  $ 2,333,436     $ 2,300,522     $ 2,262,929  
 
                 
 
1   Includes decreases for unamortized discounts, as follows: March 31, 2010 - $448 thousand, December 31, 2009 — $462 thousand and March 31, 2009 — $502 thousand. The effective interest rate for these 2015 notes is 10.305%.
 
2   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $1,701 thousand, December 31, 2009 — $1,730 thousand and March 31, 2009 — $1,814 thousand. The effective interest rate for these 2018 notes is 10.584%.
 
3   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $344 thousand, December 31, 2009 — $368 thousand and March 31, 2009 — $436 thousand. The effective interest rate for these 5-year notes is 7.47%.
 
4   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $367 thousand, December 31, 2009 — $375 thousand and March 31, 2009 — $398 thousand. The effective interest rate for these 10-year notes is 7.86%.
 
5   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $308 thousand, December 31, 2009 — $334 thousand and March 31, 2009 — $410 thousand. The effective interest rate for these 5-year notes is 6.58%.
 
6   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $160 thousand, December 31, 2009 — $163 thousand and March 31, 2009 — $175 thousand. The effective interest rate for these 10-year notes is 7.39%.
 
7   Includes decreases for unamortized discounts, as follows: March 31, 2010 — $681 thousand, December 31, 2009 — $683 thousand and March 31, 2009 — $687 thousand. The effective interest rate for these 30-year notes is 8.04%.
The estimated fair values of long-term debt presented in the table above were determined by discounting expected future cash flows based on credit-adjusted interest rates on U.S. Treasury bills, notes or bonds, as appropriate. The fair value estimates were based on information available to us as of the respective balance sheet dates. Although we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued since those dates.
Our debt agreements do not subject us to contractual restrictions with regard to working capital or the amount we may expend for cash dividends and purchases of our stock. The percentage of consolidated debt to total capitalization (total debt as a percentage of total capital), as defined in our bank credit facility agreements, must be less than 65%. Our total debt as a percentage of total capital was 40.2% as of March 31, 2010; 40.3% as of December 31, 2009; and 50.2% as of March 31, 2009.
Asset Retirement Obligations
Asset Retirement Obligations
Note 12 Asset Retirement Obligations
Asset retirement obligations 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 asset retirement obligation 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 asset retirement obligation is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.
We record all asset retirement obligations for which we have legal obligations for land reclamation at estimated fair value. Essentially all these asset retirement obligations relate to our underlying land parcels, including both owned properties and mineral leases. For the three month periods ended March 31, we recognized asset retirement obligation (ARO) operating costs related to accretion of the liabilities and depreciation of the assets as follows (in thousands of dollars):
                 
    Three Months Ended  
    March 31  
    2010     2009  
ARO operating costs
               
Accretion
  $ 2,189     $ 2,272  
Depreciation
    3,183       3,603  
 
           
Total
  $ 5,372     $ 5,875  
 
           
ARO operating costs for our continuing operations are reported in cost of goods sold. Asset retirement obligations are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.
Reconciliations of the carrying amounts of our asset retirement obligations are as follows (in thousands of dollars):
                 
    Three Months Ended  
    March 31  
    2010     2009  
Asset retirement obligations
               
Balance at beginning of period
  $ 167,757     $ 173,435  
Liabilities incurred
    0       334  
Liabilities settled
    (2,377 )     (2,599 )
Accretion expense
    2,189       2,272  
Revisions up (down)
    (3,638 )     332  
 
           
Balance at end of period
  $ 163,931     $ 173,774  
 
           
Downward revisions to our asset retirement obligations during 2010 relate primarily to changes in the estimated settlement dates at select sites.
Standby Letters of Credit
Standby Letters of Credit
Note 13 Standby Letters of Credit
We provide certain third parties with irrevocable standby letters of credit in the normal course of business. We use commercial banks to issue standby letters of credit to back our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement. The standby letters of credit listed below are cancelable only at the option of the beneficiaries who are authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until they expire or are canceled. Substantially all of our standby letters of credit have a one-year term and are renewable annually at the option of the beneficiary.
Our standby letters of credit as of March 31, 2010 are summarized in the table below (in thousands of dollars):
         
    March 31
2010
 
Standby letters of credit
       
Risk management requirement for insurance claims
  $ 38,278  
Payment surety required by utilities
    133  
Contractual reclamation/restoration requirements
    11,931  
Financial requirement for industrial revenue bond
    14,230  
 
     
Total
  $ 64,572  
 
     
Of the total $64,572,000 outstanding letters of credit, $61,288,000 is backed by our $1,500,000,000 bank credit facility which expires November 16, 2012.
Divestitures and Pending Divestiture
Divestitures and Pending Divestiture
Note 14 Divestitures and Pending Divestiture
We sold three aggregates facilities located in rural Virginia in the first quarter of 2010 for cash proceeds of approximately $42,750,000.
Assets held for sale and liabilities of assets held for sale as presented in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009, relate to an aggregates production facility and ready-mixed concrete operation located outside the United States. We expect the transaction to close during the second quarter of 2010. There were no pending divestitures as of March 31, 2009. The major classes of assets and liabilities of assets classified as held for sale are as follows (in thousands of dollars):
                 
    March 31
2010
    December 31
2009
 
Current assets
  $ 3,670     $ 3,799  
Property, plant & equipment, net
    11,016       11,117  
Intangible assets
    93       96  
Other assets
    60       60  
 
           
Total assets held for sale
  $ 14,839     $ 15,072  
 
           
Current liabilities
  $ 425     $ 369  
 
           
Total liabilities of assets held for sale
  $ 425     $ 369  
 
           
Goodwill
Goodwill
Note 15 Goodwill
Changes in the carrying amount of goodwill by reportable segment from December 31, 2009 to March 31, 2010 are summarized below (in thousands of dollars):
Goodwill
                                         
    Aggregates     Concrete     Asphalt mix     Cement     Total  
Gross carrying amount
                                       
Total as of December 31, 2009
  $ 3,002,346     $ 0     $ 91,633     $ 252,664     $ 3,346,643  
 
                             
Purchase price allocation adjustment
    0       0       0       0       0  
 
                             
Total as of March 31, 2010
  $ 3,002,346     $ 0     $ 91,633     $ 252,664     $ 3,346,643  
 
                             
Accumulated impairment losses
                                       
Total as of December 31, 2009
  $ 0     $ 0     $ 0     $ (252,664 )   $ (252,664 )
Goodwill impairment loss
    0       0       0       0       0  
 
                             
Total as of March 31, 2010
  $ 0     $ 0     $ 0     $ (252,664 )   $ (252,664 )
 
                             
Goodwill, net of accumulated impariment losses
                                       
Total as of December 31, 2009
  $ 3,002,346     $ 0     $ 91,633     $ 0     $ 3,093,979  
 
                             
Total as of March 31, 2010
  $ 3,002,346     $ 0     $ 91,633     $ 0     $ 3,093,979  
 
                             
New Accounting Standards
New Accounting Standards
Note 16 New Accounting Standards
Recently Adopted
Enhanced disclosures for fair value measurements — As of and for the interim period ended March 31, 2010, we adopted Accounting Standards Update (ASU) No. 2010-6, “Improving Disclosures about Fair Value Measurements” (ASU 2010-6) as it relates to disclosures about transfers into and out of Level 1 and 2. Our adoption of this standard had no impact on our financial position, results of operations or liquidity. We will adopt ASU 2010-6 as it relates to separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements as of and for the interim period ended March 31, 2011.
Segment Reporting - Continuing Operations
Segment Reporting - Continuing Operations
Note 17 Segment Reporting – Continuing Operations
We have four operating segments organized around our principal product lines: aggregates, asphalt mix, concrete and cement. For reporting purposes, we historically combined our Asphalt mix and Concrete operating segments into one reporting segment as the products are similar in nature and the businesses exhibited similar economic characteristics, production processes, types and classes of customer, methods of distribution and regulatory environments. We routinely receive inquiries from our investors specific to these individual operating segments. In an effort to provide more meaningful information to the public, these two segments are now reported separately. We have recast our 2009 data to reflect this change in reportable segments to conform to the current period’s presentation.
The majority of our activities are domestic. We sell a relatively small amount of aggregates outside the United States. Transactions between our reportable segments are recorded at prices approximating market levels. Management reviews earnings from the product line reporting units principally at the gross profit level.
                 
    Three Months Ended  
Segment Financial Disclosure   March 31  
Amounts in millions   2010     2009  
TOTAL REVENUES
               
Aggregates
               
Segment revenues
  $ 341.3     $ 401.8  
Intersegment sales
    (32.0 )     (37.1 )
 
           
Net sales
    309.3       364.7  
 
           
Concrete
               
Segment revenues
    82.9       114.8  
Intersegment sales
    0.0       (0.1 )
 
           
Net sales
    82.9       114.7  
 
           
Asphalt mix
               
Segment revenues
    63.6       78.4  
Intersegment sales
    (0.6 )     0.0  
 
           
Net sales
    63.0       78.4  
 
           
Cement
               
Segment revenues
    17.9       19.7  
Intersegment sales
    (8.6 )     (9.6 )
 
           
Net sales
    9.3       10.1  
 
           
Total
               
Net sales
    464.5       567.9  
Delivery revenues
    28.8       32.4  
 
           
Total revenues
  $ 493.3     $ 600.3  
 
           
GROSS PROFIT
               
Aggregates
  $ 15.4     $ 63.6  
Concrete
    (16.1 )     (0.9 )
Asphalt mix
    1.1       16.2  
Cement
    0.5       (1.3 )
 
           
Total gross profit
  $ 0.9     $ 77.6  
 
           
Depreciation, Depletion, Accretion and Amortization
               
Aggregates
  $ 73.1     $ 78.8  
Concrete
    13.0       12.9  
Asphalt mix
    2.2       2.0  
Cement
    4.4       4.6  
Corporate and other unallocated
    1.5       1.0  
 
           
Total depreciation, depletion, accretion and amortization
  $ 94.2     $ 99.3  
 
           
Supplemental Cash Flow Information
Supplemental Cash Flow Information
Note 18 Supplemental Cash Flow Information
Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below (in thousands of dollars):
                 
    Three Months Ended
    March 31
    2010   2009
Cash payments (refunds)
               
Interest (exclusive of amount capitalized)
  $ 7,035     $ 13,334  
Income taxes
    (2,657 )     (330 )
 
               
Noncash investing and financing activities
               
Accrued liabilities for purchases of property, plant & equipment
    10,273       19,082  
Debt issued for purchases of property, plant & equipment
    0       1,982  
Stock issued for pension contribution (Note 9)
    53,864       0  
Other noncash transactions
    0       25  
Other Commitments and Contingencies
Other Commitments and Contingencies
Note 19 Other Commitments and Contingencies
We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.
In addition to these lawsuits in which we are involved in the ordinary course of business, certain other legal proceedings are more specifically described below.
Perchloroethylene cases
We are a defendant in several cases involving perchloroethylene (perc), which was a product manufactured by our former Chemicals business. Perc is a cleaning solvent used in dry cleaning and other industrial applications. These cases involve various allegations of groundwater contamination, or exposure to perc allegedly resulting in personal injury. Vulcan is vigorously defending all of these cases. At this time, we cannot determine the likelihood or reasonably estimate a range of loss pertaining to any of these matters, which are listed below:
    Addair — This is a purported class action case for medical monitoring and personal injury damages styled Addair et al. v. Processing Company, LLC, et al., pending in the Circuit Court of Wyoming County, West Virginia. The plaintiffs allege various personal injuries from exposure to perc used in coal sink labs. Discovery is now complete. The class certification hearing is scheduled for August 2010.
 
    California Water Service Company — On June 6, 2008, we were served in the action styled California Water Service Company v. Dow, et al, now pending in the San Mateo County Superior Court, California. According to the complaint, California Water Service Company “owns and/or operates public drinking water systems, and supplies drinking water to hundreds of thousands of residents and businesses throughout California.” The complaint alleges that water systems in a number of communities have been contaminated with perc. The plaintiff is seeking compensatory damages and punitive damages. Discovery is ongoing.
 
    City of Sunnyvale California — On January 6, 2009, we were served in an action styled City of Sunnyvale v. Legacy Vulcan Corporation, f/k/a Vulcan Materials Company, filed in the San Mateo County Superior Court, California. The plaintiffs are seeking cost recovery and other damages for alleged environmental contamination from perc and its breakdown products at the Sunnyvale Town Center Redevelopment Project. Discovery is ongoing.
    R.R. Street Indemnity — Street, a former distributor of perc manufactured by Vulcan, alleges that Vulcan owes Street, and its insurer (National Union), a defense and indemnity in several of these litigation matters, as well as some prior litigation which Vulcan has now settled. National Union alleges that Vulcan is obligated to contribute to National Union’s share of defense fees, costs and any indemnity payments made on Street’s behalf. Street and Vulcan are having ongoing discussions about the nature and extent of indemnity obligations, if any, and to date there has been no resolution of these issues.
 
    Santarsiero — This is a case styled Robert Santarsiero v. R.V. Davies, et al., pending in Supreme Court, New York County, New York. The plaintiff alleges personal injury (kidney cancer) from exposure to perc. Vulcan was brought in as a third-party defendant by original defendant R.V. Davies. Discovery is ongoing.
 
    Team Enterprises — On June 5, 2008, we were named as a defendant in the matter of Team Enterprises, Inc. v. Century Centers, Ltd., et al., filed in Modesto, Stanislaus County, California but removed to the United States District Court for the Eastern District of California (Fresno Division). This is an action filed by Team Enterprises as the former operator of a dry cleaners located in Modesto, California. The plaintiff is seeking damages from the defendants associated with the remediation of perc from the site of the dry cleaners.
    United States Virgin Islands — There are currently two cases pending here.
    Government of the United States; Department of Planning and Natural Resources; and Commissioner Robert Mathes, in his capacity as Trustee for the Natural Resources of the Territory of The United States Virgin Islands v. Vulcan Materials Company, et al. Plaintiff brought this action based on parens patriae doctrine for injury to quasi-sovereign interest on the island of St. Thomas (injuries to groundwater resources held in public trust). It is alleged that the island’s sole source of drinking water (the Tutu aquifer) is contaminated with perc. The primary source of perc contamination allegedly emanated from the former Laga facility (a textile manufacturing site). The perc defendants are alleged to have failed to adequately warn perc users of the dangers posed by the use and disposal of perc. It is also alleged that perc from O’Henry Dry Cleaners has contributed to the perc contamination in the Tutu aquifer. There has been no activity in the case since it was filed.
 
    L’Henry, Inc., d/b/a O’Henry Cleaners and Cyril V. Francois, LLC v. Vulcan and Dow. Plaintiffs are the owners of a dry cleaning business on St. Thomas. The dry cleaner began operation in 1981. It is alleged that perc from the dry cleaner contributed to the contamination of the Tutu Wells aquifer, and that Vulcan as a perc manufacturer failed to properly warn the dry cleaner of the proper disposal method for perc, resulting in unspecified damages to the dry cleaner. A trial date of December 1, 2010, has been set for this matter.
All other cases
    Florida Antitrust Litigation — Our subsidiary, Florida Rock Industries, Inc., has been named as a defendant in a number of class action lawsuits filed in the United States District Court for the Southern District of Florida. The lawsuits were filed by several ready-mixed concrete producers and construction companies against a number of concrete and cement producers and importers in Florida. There are now two consolidated complaints: (1) on behalf of direct independent ready-mixed concrete producers, and (2) on behalf of indirect users of ready-mixed concrete. The defendants include Cemex Corp., Holcim (US) Inc., Lafarge North America, Inc., Lehigh Cement Company, Oldcastle Materials, Suwannee American Cement LLC, Titan America LLC, and Votorantim Cimentos North America, Inc. The complaints allege various violations under the federal antitrust laws, including price fixing and market allocations. We have no reason to believe that Florida Rock is liable for any of the matters alleged in the complaint, and we intend to defend the case vigorously.
    Florida Lake Belt Litigation Sierra Club, National Resources Defense Council and National Parks Conservation Association v. Lt. General Carl A. Stock, et al. On January 30, 2009, the United States District Court for the Southern District of Florida issued an order invalidating certain of the Lake Belt mining permits, including a permit for our Miami quarry, which immediately stopped all mining excavation in the majority of the Lake Belt region. We appealed this order to the Eleventh Circuit, and on January 21, 2010, the Eleventh Circuit upheld the ruling of the District Court. On May 1, 2009, the U. S. Army Corps of Engineers (Corps) issued a Final Supplemental Environmental Impact Statement. The Record of Decision was issued on January 29, 2010, and the Corps has issued new mining permits. We received our new permit on March 3, 2010. We believe that with the issuance of this permit, the litigation over the old permits is moot. Therefore, we resumed mining on or about April 12, 2010.
 
    IDOT/Joliet Road — In September 2001, we were named a defendant in a suit brought by the Illinois Department of Transportation (IDOT), in the Circuit Court of Cook County, Chancery Division, Illinois, alleging damage to a 0.9-mile section of Joliet Road that bisects our McCook quarry in McCook, Illinois, a Chicago suburb. The plaintiffs are claiming damages in excess of $40 million, plus punitive damages. The matter has been set for trial on May 10, 2010. We believe that the claims and damages alleged by the State are covered by liability insurance policies purchased by Vulcan. We have received a letter from our primary insurer stating that there is coverage of this lawsuit under its policy; however, the letter indicates that the insurer is currently taking the position that various damages sought by the State are not covered. At this time, we believe a loss related to this litigation is reasonably possible; however, we cannot reasonably estimate the loss or range of loss that may result from a settlement or an adverse judgment at trial.
    Lower Passaic River Clean-Up — We have been sued as a third-party defendant in New Jersey Department of Environmental Protection, et al. v. Occidental Chemical Corporation, et al., a case brought by the New Jersey Department of Environmental Protection in the New Jersey Superior Court. The third-party complaint was filed on February 4, 2009. This suit by the New Jersey Department of Environmental Protection seeks recovery of past and future clean-up costs as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief arising from alleged discharges into the Passaic River of dioxin and other unspecified hazardous substances. Our former Chemicals Division operated a plant adjacent to the Passaic River and has been sued as a third-party defendant in this New Jersey action, along with approximately 300 other parties. Additionally, Vulcan and approximately 70 other companies are parties to a May 2007 Administrative Order of Consent with the U.S. Environmental Protection Agency to perform a Remedial Investigation/Feasibility Study of the contamination in the lower 17 miles of the Passaic River. This study is ongoing. No remedial remedy for this Superfund site has yet been determined. At this time, we cannot determine the likelihood or reasonably estimate a range of loss 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, could cause actual losses to differ materially from accrued costs. We believe the amounts accrued in our financial statements as of March 31, 2010 are sufficient to address claims and litigation for which a loss was determined to be probable and reasonably estimable. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in our most recent Annual Report on Form 10-K.