UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 4, 2011

VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)

New Jersey	 	001-33841	 	20-8579133	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	

1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)

(205) 298-3000
Registrant's telephone number, including area code:

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

 	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

 	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

 	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

 

Item 2.02	Results of Operations and Financial Condition .	
On May 4, 2011, the Company announced its financial results for the quarter ended March 31, 2011. The press release announcing the results is furnished as Exhibit 99.1.

Item 9.01 	Financial Statements and Exhibits .	

 	(c) 	Exhibits	
 	99.1 	Press Release dated May 4, 2011	

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	VULCAN MATERIALS COMPANY	
 	(Registrant)	

Dated:    May 4, 2011	By:  	/s/  Robert A. Wason IV	 	
 	 	Robert A. Wason IV	 	

 

Exhibit 99.1
Vulcan Announces First Quarter 2011 Results
BIRMINGHAM, Ala., May 4, 2011 /PRNewswire/ -- Vulcan Materials Company (NYSE: VMC), the nation's largest producer of construction aggregates announced results today for the first quarter ended March 31, 2011.
First Quarter Summary and Comparisons with the Prior Year
·	Freight-adjusted aggregates pricing approximated the prior year level.
·	Aggregates shipments declined approximately 3 percent, reflecting varied market conditions across our footprint as well as significantly more wet weather in March in many markets.
·	Average unit selling prices for both ready-mixed concrete and asphalt mix increased 4 percent, contributing to higher unit materials margins in both product lines.
·	Unit cost for diesel fuel and liquid asphalt increased 34 percent and 12 percent respectively, reducing pretax earnings by $10 million.  Most of this earnings effect was offset by production efficiency gains in aggregates and higher pricing for asphalt mix.
·	Selling, administrative and general (SAG) expenses were down from the prior year due primarily to the $9 million noncash charge recorded in the prior year for the fair market value of donated real estate.
·	Net earnings were a loss of $55 million, or $0.42 per diluted share.  The quarter's results include income of $0.08 per diluted share from discontinued operations as well as $0.12 per diluted share for the insurance arbitration award to the Company for recovery of settlement costs and legal costs related to the lawsuit settled last year with the Illinois Department of Transportation.

Commenting for the Company, Don James, Vulcan's Chairman and Chief Executive Officer, stated, "We are pleased with the improvements in first quarter production efficiencies in our aggregates business which offset most of the earnings effects of sharply higher diesel fuel costs. We are also encouraged with the pricing momentum in both our asphalt and concrete businesses. Shipments in all our businesses remained challenged in the first quarter. After a solid start in January and February, extremely wet weather hampered aggregates, asphalt and concrete shipments in March in many of our key markets. We continue to expect volume and earnings growth for the full year in 2011."
First Quarter Operating Results and Commentary
First quarter aggregates earnings were lower than the prior year due mostly to lower shipments. A number of Vulcan-served markets, most notably markets in California, the mid-Atlantic and the Southeast experienced unusually wet weather in March. Despite the inclement March weather, our Virginia, Tennessee and Georgia aggregates businesses increased shipments versus the prior year's first quarter, due primarily to stronger demand from public infrastructure projects. Markets that experienced declines in shipments include South Carolina, Florida and along the Gulf Coast.
The average selling price for aggregates was in line with the prior year. Adjusted for freight to remote distribution yards and mix, the overall average selling price was slightly above last year's level. The adjusted selling price in Florida increased from the prior year's level. A number of other markets reported unit selling prices at or above the prior year's first quarter price. However, some geographic and end-use markets that have experienced the steepest overall declines in demand reported lower average prices when compared with the prior year. Reflecting production efficiencies and effective cost control measures, aggregates unit costs of sales were in line with the first quarter of 2010 despite sharply higher costs for diesel. Overall, segment earnings in aggregates were $11 million versus $15 million in the prior year's first quarter.
Segment earnings in asphalt were a loss of $0.2 million compared with earnings of $1 million in the prior year's first quarter. Selling prices for asphalt mix increased approximately 4 percent, offsetting most of the earnings effect of higher liquid asphalt costs. Asphalt volumes decreased 2 percent from the prior year's first quarter due primarily to wet weather in March. Unit materials margins in the first quarter were higher than the prior year and were in line with the improved levels achieved in the second half of 2010.
The Concrete segment reported a loss of $14 million, an improvement from the prior year's first quarter. Unit materials margins in ready-mixed concrete improved from the prior year's first quarter due mostly to higher pricing. Concrete prices increased 4 percent from the prior year's first quarter. Cement segment earnings in the first quarter were a loss of $3 million due mostly to a scheduled maintenance event in the current year first quarter.
SAG expenses in the first quarter were $77.5 million versus $86.5 million in the prior year's first quarter. Excluding the effects of the donated real estate from the prior year's first quarter, SAG expenses were flat with the prior year.
The $8.4 million difference between the fair value of the donated real estate and the carrying value was recorded as a gain on sale of property, plant & equipment and businesses in the prior year. In March 2010, the Company recorded a pretax gain of approximately $39 million on the sale of three non-strategic aggregates facilities in rural Virginia. There were no similar gains recorded in the current year's first quarter.
The $25.5 million in recovery from legal settlement included in the current year's first quarter results reflects the arbitration award from insurers related to the lawsuit settled last year with the Illinois Department of Transportation. Earnings from discontinued operations are due principally to receipt of an earn-out related to the 2005 sale of the Company's Chemicals business as well as a $7.5 million pretax gain due to an insurance arbitration award referable to previously settled lawsuits against the Company's divested Chemicals business.
All results are unaudited.
Outlook Highlights and Commentary
Commenting on the Company's outlook for the remainder of 2011, Mr. James stated, "While economic improvement and growth in construction activity across our footprint have not materialized equally, we expect aggregates shipments and pricing to increase from the prior year, leading to earnings growth in 2011.
"Looking more specifically at our construction end-markets, public construction activity, particularly highways, should continue to provide solid support for aggregates demand. In April, Congress passed and the President signed legislation to fund government programs through the remainder of the current fiscal year ending September 30, 2011. That legislation maintains core federal-aid highway funding at fiscal year 2010 levels.
"During the three months ended March 2011, total contract awards for highway construction in Vulcan-served states, including awards for federal, state and local projects, were in line with the prior year as compared to a decline for all other states. According to the Federal Highway Administration, approximately $6.0 billion, or 36 percent, of the total stimulus funds apportioned for highways in Vulcan-served states remains to be spent. This absolute level of funding is more than twice the $2.8 billion remaining for other states.
"In general, private construction activity remains at low levels. However, some indications of stability are developing. Single-family housing starts bottomed late in 2009 and multi-family starts have shown strength in recent months – both positive indicators for residential construction activity. Our current outlook for residential construction activity assumes continued growth in 2011, albeit from a small base. While private nonresidential construction remains weak, the rate of decline in contract awards has slowed considerably. Trailing twelve-month contract awards for construction activity referable to the manufacturing sector have been strong while modest growth in retail and office construction was realized in contract awards for the trailing three months ended March 2011 versus the prior year. A number of external forecasts are calling for private nonresidential construction activity to bottom in 2011 and these increases in contract award activity provide some support to those views. The start of a sustained recovery in this end-market will be influenced by employment growth, capacity utilization, and business investment and lending activity.
"Overall, expected growth in demand for our products in 2011 largely depends on modest growth in residential construction, the stabilization of private nonresidential construction and the continuity of federal funding for highways at current levels. More specifically, we expect the full year growth in volumes to be weighted more towards the second half of the year driven primarily by growth in demand. Certain large projects in a number of key markets are expected to drive aggregates volume growth in the second half of the year. The mid-point of our estimated range in aggregates shipments continues to be 2 percent above the prior year's level. Additionally, recent weather-related disruptions from tornadoes and flooding are likely to affect second quarter aggregates shipments in a number of southeastern and Mississippi River markets and push some demand to later in the year. We believe a more stable demand outlook will benefit pricing and we expect most of our markets to achieve year-over-year price growth in 2011. As a result, we continue to expect aggregates pricing in 2011 to increase 1 to 3 percent from the prior year's level. The earnings effect of the increase in aggregates pricing will be somewhat offset by the energy-related cost pressures expected throughout the remainder of the year. With that said, we expect aggregates earnings in 2011 to increase from the prior year due to higher shipments, increased average selling prices and the benefits of production efficiencies and cost management measures.
"In our asphalt business, the average selling price has increased in recent quarters, better reflecting the higher cost of liquid asphalt. As a result, the materials margin on each ton of asphalt mix sold has continued to improve. We expect this trend to continue throughout the remainder of 2011. Overall, we expect asphalt earnings to increase from the prior year, reflecting a modest increase in sales volumes as well as improved materials margins.
"In concrete, we expect higher sales volumes and slightly higher selling prices. As a result, we expect the loss reported in 2010 to narrow somewhat. In cement, we now expect the segment loss in 2011 to increase modestly from the loss reported in the prior year.
"Selling, administrative and general expenses in 2011 are expected to be lower than the prior year. Total SAG expenses of $327 million in 2010 included approximately $24 million of certain adjustments and charges referable to the fair market value of donated real estate, severance costs and expenses related to legal settlements. In 2011, we do not anticipate similar adjustments and charges. As a result, we expect SAG expenses in 2011 of $305 million.
"For the full year, we expect capital spending to be approximately $125 million, up from $86 million in 2010."
Conference Call
Vulcan will host a conference call at 9:00 a.m. CDT on May 5, 2011. Investors and other interested parties in the U.S. may access the teleconference live by calling 866.788.0543 approximately 10 minutes before the scheduled start. International participants can dial 857.350.1681. The access code is 62767134. 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 May 12, 2011.
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; the timing and amount of federal, state and local funding for infrastructure; the lack of a multi-year federal highway funding bill with an automatic funding mechanism; the reluctance of state departments of transportation to undertake highway projects without a reliable method of federal funding; the impact of the global economic recession on our business and financial condition and access to capital markets; changes in the level of spending for private residential and nonresidential construction; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; pricing of our products; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; healthcare costs; the amount of long-term debt and interest expense incurred by the Company; changes in interest rates; the impact of our below investment grade debt rating on our cost of capital; volatility in pension plan asset values which may require cash contributions to the pension plans; the impact of environmental clean-up costs and other liabilities relating to previously divested businesses; 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 potential impact of future legislation or regulations relating to climate change or greenhouse gas emissions or the definition of minerals; and other assumptions, risks and uncertainties detailed from time to time in 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.

						Table A		
Vulcan Materials Company		
and Subsidiary Companies		
				
(Amounts and shares in thousands,		
				except per share data)		
				Three Months Ended		
Consolidated Statements of Earnings		March 31		
(Condensed and unaudited)		2011		2010		
								
Net sales		$        456,316		$        464,534		
Delivery revenues		30,884		28,730		
Total revenues		487,200		493,264		
								
Cost of goods sold		463,422		463,640		
Delivery costs		30,884		28,730		
Cost of revenues		494,306		492,370		
								
Gross profit		(7,106)		894		
Selling, administrative and general expenses		77,516		86,495		
Gain on sale of property, plant & equipment						
	and businesses, net		454		48,371		
Recovery from legal settlement		25,546		-		
Other operating income (expense), net		(2,562)		460		
Operating loss		(61,184)		(36,770)		
								
Other nonoperating income, net		1,382		1,378		
Interest expense, net		42,250		43,294		
Loss from continuing operations						
	before income taxes		(102,052)		(78,686)		
Benefit from income taxes		(37,430)		(34,212)		
Loss from continuing operations		(64,622)		(44,474)		
Earnings on discontinued operations, net of tax		9,889		5,727		
Net loss		$         (54,733)		$         (38,747)		
Basic earnings (loss) per share:						
	Continuing operations		$             (0.50)		$             (0.35)		
	Discontinued operations		0.08		0.04		
	Net loss per share		$             (0.42)		$             (0.31)		
								
Diluted earnings (loss) per share:						
	Continuing operations		$             (0.50)		$             (0.35)		
	Discontinued operations		0.08		0.04		
	Net loss per share		$             (0.42)		$             (0.31)		
								
Weighted-average common shares						
    outstanding:						
		Basic		129,078		126,692		
		Assuming dilution		129,078		126,692		
Cash dividends declared per share						
	of common stock		$              0.25		$              0.25		
Depreciation, depletion, accretion and						
	amortization		$          90,586		$          94,197		
Effective tax rate from continuing operations		36.7%		43.5%		

								Table B		
Vulcan Materials Company  		
and Subsidiary Companies  		
								
				(Amounts in thousands, except per share data)		
								
Consolidated Balance Sheets		March 31		December 31		March 31		
(Condensed and unaudited)		2011		2010		2010		
								As Restated
(a)		
Assets								
Cash and cash equivalents		$             63,164		$             47,541		$             35,940		
Restricted cash		109		547		3,643		
Medium-term investments		-		-		4,109		
Accounts and notes receivable:								
	Accounts and notes receivable, gross		285,644		325,303		300,648		
	Less: Allowance for doubtful accounts		(7,518)		(7,505)		(9,236)		
		Accounts and notes receivable, net		278,126		317,798		291,412		
Inventories:								
	Finished products		257,522		254,840		246,632		
	Raw materials		26,570		22,222		22,430		
	Products in process		4,830		6,036		4,663		
	Operating supplies and other		40,265		36,747		33,876		
		Inventories		329,187		319,845		307,601		
Current deferred income taxes		57,083		53,794		55,040		
Prepaid expenses		24,300		19,374		43,088		
Assets held for sale		13,281		13,207		14,839		
		Total current assets		765,250		772,106		755,672		
Investments and long-term receivables		37,271		37,386		33,298		
Property, plant & equipment:								
	Property, plant & equipment, cost		6,729,220		6,692,814		6,627,203		
	Less: Reserve for depr., depl. & amort.		(3,136,390)		(3,059,900)		(2,834,162)		
		Property, plant & equipment, net		3,592,830		3,632,914		3,793,041		
Goodwill		3,097,016		3,097,016		3,096,300		
Other intangible assets, net		701,046		691,693		681,872		
Other noncurrent assets		105,378		106,776		106,620		
		Total assets		$        8,298,791		$        8,337,891		$        8,466,803		

Liabilities and Shareholders' Equity								
Current maturities of long-term debt		$               5,238		$               5,246		$           325,344		
Short-term borrowings		300,000		285,500		300,000		
Trade payables and accruals		119,702		102,315		128,974		
Other current liabilities		192,986		172,495		154,479		
Liabilities of assets held for sale		356		116		425		
		Total current liabilities		618,282		565,672		909,222		
Long-term debt		2,427,596		2,427,516		2,101,147		
Noncurrent deferred income taxes		812,878		849,448		870,384		
Other noncurrent liabilities		534,418		530,275		537,835		
		Total liabilities  		4,393,174		4,372,911		4,418,588		
Shareholders' equity:								
	Common stock, $1 par value		129,107		128,570		127,693		
	Capital in excess of par value		2,524,514		2,500,886		2,444,732		
	Retained earnings		1,425,668		1,512,863		1,666,839		
	Accumulated other comprehensive loss		(173,672)		(177,339)		(191,049)		
		Shareholders' equity		3,905,617		3,964,980		4,048,215		
		Total liabilities and shareholders' equity		$        8,298,791		$        8,337,891		$        8,466,803		
(a)	The March 31, 2010 balance sheet reflects corrections of errors related to an understate ment of deferred income tax liabilities.		

						Table C		
Vulcan Materials Company  		
and Subsidiary Companies  		
								
				(Amounts in thousands)		
				Three Months Ended		
Consolidated Statements of Cash Flows	March 31		
(Condensed and unaudited)	2011		2010		
								
Operating Activities					
Net loss	$           (54,733)		$           (38,747)		
Adjustments to reconcile net loss to					
	net cash provided by operating activities:					
		Depreciation, depletion, accretion and amortization	90,586		94,197		
		Net gain on sale of property, plant & equipment and businesses	(12,738)		(57,165)		
		Contributions to pension plans	(1,013)		(20,050)		
		Share-based compensation	3,676		5,277		
		Deferred tax provision	(50,563)		(32,369)		
		Changes in assets and liabilities before initial					
			effects of business acquisitions and dispositions	68,374		46,543		
Other, net	461		8,753		
			Net cash provided by operating activities	44,050		6,439		
								
Investing Activities					
Purchases of property, plant & equipment	(24,207)		(19,759)		
Proceeds from sale of property, plant & equipment	592		1,054		
Proceeds from sale of businesses, net of transaction costs	12,284		51,064		
Decrease (increase) in restricted cash	438		(3,643)		
Other, net	(38)		(29)		
			Net cash (used for) provided by investing activities	(10,931)		28,687		
								
Financing Activities					
Net short-term borrowings	14,500		63,487		
Payment of current maturities and long-term debt	(3,059)		(75,093)		
Proceeds from issuance of common stock	191		11,249		
Dividends paid	(32,265)		(31,600)		
Proceeds from exercise of stock options	3,112		10,106		
Other, net	25		400		
			Net cash used for financing activities	(17,496)		(21,451)		
								
Net increase in cash and cash equivalents	15,623		13,675		
Cash and cash equivalents at beginning of year	47,541		22,265		
Cash and cash equivalents at end of period	$             63,164		$             35,940		

				Table D		
Segment Financial Data and Unit Shipments		

(Amounts in thousands, except per unit data)		
				Three Months Ended		
				March 31		
				2011		2010		
Total Revenues						
	Aggregates segment (a)		$           331,591		$           341,316		
	Intersegment sales		(29,772)		(32,058)		
		Net sales		301,819		309,258		
	Concrete segment (b)		82,234		82,955		
	Intersegment sales		-		(6)		
		Net sales		82,234		82,949		
	Asphalt mix segment		64,647		62,972		
	Intersegment sales		-		-		
		Net sales		64,647		62,972		
	Cement segment (c)		16,530		17,945		
	Intersegment sales		(8,914)		(8,590)		
		Net sales		7,616		9,355		
	Total						
		Net sales		456,316		464,534		
		Delivery revenues		30,884		28,730		
		Total revenues		$           487,200		$           493,264		
								
Gross Profit						
	Aggregates		$             10,740		$             15,368		
	Concrete		(14,407)		(16,092)		
	Asphalt mix		(192)		1,066		
	Cement		(3,247)		552		
	Total gross profit		$             (7,106)		$                  894		
								
Depreciation, depletion, accretion and amortization				
	Aggregates		$             70,071		$             73,172		
	Concrete		13,038		13,024		
	Asphalt mix		1,976		2,150		
	Cement		4,321		4,380		
	Corporate and other unallocated		1,180		1,471		
	Total DDA&A		$             90,586		$             94,197		
								
Unit Shipments						
								
	Aggregates customer tons		24,523		25,140		
	Internal tons (d)		2,141		2,291		
	Aggregates - tons		26,664		27,431		
								
	Ready-mixed concrete - cubic yards		859		883		
	Asphalt mix - tons		1,241		1,270		
								
	Cement customer tons		53		75		
	Internal tons (d)		123		99		
	Cement - tons		176		174		
								
Average Unit Sales Price (including internal sales)				
	Aggregates (freight-adjusted) (e)		$               10.33		$               10.35		
	Ready-mixed concrete		$               91.05		$               87.21		
	Asphalt mix		$               51.38		$               49.52		
	Cement		$               76.11		$               85.32		

(a)	Includes crushed stone, sand and gravel, sand, other aggregates, as well as transportation and service revenues associated		
	with the aggregates business.		
(b)	Includes 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		
1.   Supplemental Cash Flow Information  		
				
Supplemental information referable to the Condensed Consolidated Statements of Cash Flows
for the three months ended March 31 is summarized below:		
					
		(Amounts in thousands)		
		2011		2010		

Supplemental Disclosure of Cash Flow Information					
Cash paid (refunded) during the period for:					
	Interest	$               4,448		$               7,035		
	Income taxes	(35,938)		(2,657)		
						
Supplemental Schedule of Noncash Investing and Financing Activities					
Liabilities assumed in business acquisition	14,330		-		
Accrued liabilities for purchases of property, plant & equipment	6,378		10,273		
Stock issued for pension contribution	-		53,864		
Fair value of equity consideration for business acquisition	18,898		-		

2.   Reconciliation of Non-GAAP Measures					
						
Net cash provided by operating activities	$             44,050		$               6,439		
Purchases of property, plant & equipment	(24,207)		(19,759)		
Free cash flow	$             19,843		$           (13,320)		

Free cash flow deducts purchases of property, plant & equipment from net cash provided by operating activities. This financial metric is used by the investment community as an indicator of the company's ability to incur and service debt. Generally Accepted Accounting Principles (GAAP) does not define "free cash flow." Thus, it should not be considered as an alternative to net cash provided by operating activities or any other liquidity measure defined by GAAP.

We present this metric for the convenience of investment professionals who use such metric in their analysis, and for shareholders who need to understand the metric we use to assess performance and to monitor our cash and liquidity positions. We use free cash flow and other such measures to assess the operating performance of our various business units and the consolidated company. We do not use this metric as a measure to allocate  resources.		

	Table F		
		
Reconciliation of Non-GAAP Measures		
EBITDA and Cash Earnings Reconciliations		
			(Amounts in thousands)		
			Three Months Ended		
			March 31		
			2011		2010		
							
Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Cash Earnings
			
Net cash provided by operating activities		$             44,050		$               6,439		
Changes in operating assets and liabilities before initial						
   effects of business acquisitions and dispositions		(68,374)		(46,544)		
Other net operating items using cash		60,177		95,555		
Earnings on discontinued operations, net of tax		(9,889)		(5,727)		
Benefit from income taxes		(37,430)		(34,212)		
Interest expense, net		42,250		43,294		
Less: Depreciation, depletion, accretion and amortization		(90,586)		(94,197)		
EBIT		(59,802)		(35,392)		
Plus: Depreciation, depletion, accretion and amortization		90,586		94,197		
EBITDA		$             30,784		$             58,805		
Less:  Interest expense, net		(42,250)		(43,294)		
          Current taxes		(11,600)		805		
Cash earnings		$           (23,066)		$             16,316		
							
Reconciliation of Net Loss to EBITDA and Cash Earnings						
Net loss		$           (54,733)		$           (38,747)		
Benefit from income taxes		(37,430)		(34,212)		
Interest expense, net		42,250		43,294		
Earnings on discontinued operations, net of tax		(9,889)		(5,727)		
EBIT		(59,802)		(35,392)		
Plus: Depreciation, depletion, accretion and amortization		90,586		94,197		
EBITDA		$             30,784		$             58,805		
Less:  Interest expense, net		(42,250)		(43,294)		
          Current taxes		(11,600)		805		
Cash earnings		$           (23,066)		$             16,316		

						
EBITDA Bridge		Three Months Ended				
(Amounts in millions)		March 31				
		
		EBITDA				
Continuing Operations - 2010 Actual		$                    59				
Increase / (Decrease) due to:						
Recovery from legal settlement		26				
Aggregates:	Volumes		(4)				
		Selling prices		(1)				
		Costs and other items		(3)				
Concrete		2				
Asphalt mix		(1)				
Cement		(4)				
Gain on sale of property, plant & equipment and businesses (a)		(39)				
All other		(4)				
Continuing Operations - 2011 Actual		$                    31				

						

(a)  Net of donations		
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.  Generally Accepted Accounting Principles (GAAP) does not define "EBITDA" and "cash earnings."  Thus, they 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.		

		

		
We present these metrics for the convenience of investment professionals who use such metrics in their analysis, and for shareholders who need to understand the metrics we use to assess performance and to monitor our cash and liquidity positions.  We use EBITDA, cash earnings and other such measures to assess the operating performance of our various business units and the consolidated company.  We do not use these metrics as a measure to allocate resources.		

CONTACT: Investor Contact: Mark Warren, +1-205-298-3220; Media Contact: David Donaldson, +1-205-298-3220