Vulcan Announces Earnings For The Third Quarter Of 2012

           Vulcan Announces Earnings For The Third Quarter Of 2012

Continued Improvement in Aggregates Earnings Driven by Higher Pricing and
Effective Cost Control

Aggregates Gross Profit Margin Up 340 Basis Points from Third Quarter 2011

PR Newswire

BIRMINGHAM, Ala., Nov. 8, 2012

BIRMINGHAM, Ala., Nov. 8, 2012 /PRNewswire/ -- Vulcan Materials Company (NYSE:
VMC), the nation's largest producer of construction aggregates, today
announced earnings for the third quarter ended September 30, 2012.

(Logo: http://photos.prnewswire.com/prnh/20090710/CL44887LOGO )

Third Quarter 2012 Results Summary

  oAggregates segment gross profit improved $11 million, or 10 percent,
    reflecting increased pricing and lower unit cost of sales due to improved
    productivity and cost reduction initiatives.

       oAggregates pricing increased 4 percent from the prior year,
         reflecting improvement in most markets.
       oUnit cost of sales decreased 1 percent from the prior year.
       oOn a same-store basis, aggregates shipments decreased 6 percent from
         the prior year.
       oAggregates cash gross profit was $4.75 per ton, a third quarter
         record.
       oAggregates gross profit margin was 25.4 percent, an increase of 340
         basis points from the prior year.

  oGross profit from non-aggregates segments was in line with the prior
    year's third quarter as overall segment revenues approximated the prior
    year.
  oTotal gross profit increased 10 percent and gross profit margin expanded
    230 basis points as the earnings effect of higher pricing and effective
    cost control more than offset the earnings effects of declines in
    aggregates and asphalt shipments.
  oAdjusted EBIT and EBITDA increased $19 million and $12 million,
    respectively, over the prior year.
  oEarnings from continuing operations were $0.12 per diluted share versus
    $0.17 per diluted share in the prior year. The prior year's earnings
    included $0.30 per diluted share from the gain on sale of assets and
    recovery from a legal settlement. On a comparable basis, as indicated on
    the table below, third quarter earnings from continuing operations were
    $0.14 per diluted share compared to a loss of $0.13 per diluted share in
    the prior year.

Don James, Chairman and Chief Executive Officer, stated, "This quarter marks
the fourth consecutive quarter of year-over-year higher unit profitability in
aggregates, lower SAG expense and growth in Adjusted EBITDA. For the trailing
twelve months ended September 30, 2012, cash gross profit per ton in
aggregates was 8 percent higher than the prior twelve months, SAG expense was
down 12 percent and Adjusted EBITDA increased 30 percent. These results
demonstrate the benefits of our ongoing focus on reducing controllable costs
and maximizing operating efficiency across the organization."

Mr. James continued, "In addition, leading indicators in private sector
construction markets, including residential and nonresidential buildings,
continue to improve. This should benefit our aggregates, concrete and cement
businesses going forward. Year-to-date, concrete and cement volumes are up 8
percent and 23 percent, respectively, reflecting the upturn in private
construction, particularly in Florida and Texas."

Commentary on 3Q 2012 Segment Results
Aggregates segment gross profit increased $11 million from the prior year's
third quarter and gross profit margin expanded 340 basis points despite a 5
percent decline in segment revenues. Third quarter aggregates cash gross
profit per ton was $4.75, 10 percent higher than the prior year and a record
for third quarter unit profitability. Higher Aggregates segment earnings and
unit profitability were driven by a 4 percent increase in the average sales
price and lower unit costs. The improvement in operating cost was due to
increased productivity in a number of key operating metrics and was achieved
despite lower production volume. Most of the Company's markets realized
increased pricing, including key markets in Florida, Texas and states in the
Southeast, the mid-Atlantic and the Midwest. Private construction activity,
particularly residential, continued to improve during the third quarter,
offsetting softness in highway construction resulting from the prolonged delay
in renewing the federal highway bill. The new bill, "MAP-21," was signed into
law in July of this year, nearly three years after expiration of the previous
multi-year bill. On a same-store basis, aggregates shipments decreased 6
percent versus the prior year. Total aggregates shipments in Arizona, Florida
and Texas increased 12 percent, due primarily to growing demand from private
construction. Most other markets experienced declines in aggregates volumes
compared to the third quarter of 2011, reflecting weakness in public
construction activity that more than offset growth in private construction
activity.

Collectively, third quarter earnings from the Company's non-aggregates
segments were in-line with the prior year. Earnings improvements in the
Cement and Concrete segments offset a slight decrease in Asphalt Mix gross
profit. The unit cost for liquid asphalt increased 3 percent, reducing
Asphalt segment earnings by $1 million. Continued recovery in private
construction activity led to solid increases in ready-mixed concrete and
cement volumes as well as year-over-year growth in pricing for both products.

SAG expenses in the third quarter decreased $2 million from the prior year.
This marks the fourth consecutive quarterly decline in year-over-year SAG
expenses. Excluding the effects of certain accounting charges tied primarily
to employee benefit plans and resulting from the increase in the Company's
stock price, SAG expenses were reduced $10 million from the prior year's third
quarter.

The following table summarizes the year-over-year changes for key metrics. 

Year-over-Year Change (Millions)
Quarterly                         Year-to-Date
 Change                       Change 
                Aggregates
(3.2)           Shipments (tons)  (0.9)
(23.6)          Segment Revenue$ (6.8)
11.5            Gross Profit $     43.8
                Non-aggregates
0.2             Segment Revenue $  21.4
(0.3)           Gross Profit $     1.5
                Total Company
(27.3)          Net Sales $       7.6
11.2            Gross Profit $     45.3
18.7            Adjusted EBIT $    84.0
11.8            Adjusted EBITDA$  63.7

The following table summarizes Adjusted EBITDA and Continuing Operations EPS.

EBITDA (Millions)                           Continuing Operations
                                            EPS, Diluted
3Q2012     3Q2011                           3Q2012     3Q2011
$  141.8  $  193.9 As Reported            $  0.12   $  0.17
1.2        -         Exchange Offer Costs   0.01       -
3.0        0.9       Restructuring Costs    0.01       0.00
-          (39.7)    Gain on Sale of Assets -          (0.19)
-          (20.9)    Legal Settlement       -          (0.11)
$  146.0  $  134.2 As Adjusted            $  0.14   $  (0.13)

EBITDA and Earnings from Continuing Operations for the third quarter of 2011
included a $40 million gain on the sale of assets in Indiana and $21 million
related to the recovery from a legal settlement. Adjusted EBITDA improved $12
million and adjusted earnings from continuing operations improved $0.27 per
diluted share.

Cash and cash equivalents totaled $243 million at September 30, 2012. Debt
maturities in the fourth quarter of 2012 total $135 million which the Company
expects to fund from available cash. Capital spending is expected to be
approximately $100 million in 2012.

2012 Outlook

Mr. James stated, "Employees throughout the Company are keenly focused on
managing controllable costs. Thanks to their continuing efforts, Adjusted
EBITDA has increased 25 percent year-to-date and the earnings leverage in our
aggregates business continues to increase, as evidenced by the increase in
cash gross profit per ton. Through the nine months ended September 30, 2012,
Adjusted EBITDA, which excludes $18 million in real estate gains, was $321
million, up $64 million in the face of a 1 percent decline in aggregates
volumes. Cost reduction initiatives across a wide array of spending
categories continue to improve Vulcan's run-rate profitability. Through the
first nine months of 2012, controllable costs have been reduced approximately
$70 million. The effect of these initiatives supports our expectations for
full year SAG costs to be approximately $260 million, compared to $290 million
in 2011."

Mr. James continued, "We believe economic and construction-related
fundamentals that drive demand for our products will continue to improve from
the historically low levels created by the economic downturn. Leading
indicators of private construction activity, specifically residential housing
starts and contract awards for nonresidential buildings, continue to improve
in our markets. Consequently, aggregates demand into private construction,
particularly residential, is beginning to grow. We are seeing evidence of this
growth in several key states, including Florida, Texas and Arizona. However,
the positive effect of these indicators takes time to materialize and impact
our shipments given the low point from which the recovery began. For public
construction, the passage of a new federal highway bill in July will provide
stability and predictability to future highway funding, although it had no
material impact on third quarter shipments, which reflected softness in
highway construction and the ending of stimulus-related construction
activity. The large increase in TIFIA (Transportation Infrastructure Finance
and Innovation Act) funding contained in the new highway bill should
positively impact demand in the future. The uncertain timing of larger
projects, including TIFIA funded projects, continues to make forecasting
quarterly volume growth difficult. We now expect full year same-store
shipments in 2012 to approximate 2011 and total aggregates shipments to
decrease approximately 1 percent. In keeping with our successful efforts to
offset the earnings effect of lower volumes in recent quarters, we will
continue our efforts to reduce controllable costs and achieve improved
pricing. The geographic breadth of pricing gains achieved in the third
quarter reinforces our expectations for full year freight-adjusted price
growth of 1 to 3 percent in 2012."

Full year earnings improvements in the Company's Cement and Concrete segments
are expected to offset lower Asphalt Mix segment earnings. As a result,
collectively, full year earnings from these segments are expected to
approximate the prior year.

Vulcan now expects 2012 Adjusted EBITDA of $435 to $455 million, an
improvement of 23 to 29 percent from the prior year. This guidance includes
$29 million in gains from the sale of assets, of which $18 million has been
realized through the first nine months of 2012. The change in Adjusted EBITDA
guidance reflects principally the earnings impact of lower shipments in
aggregates and asphalt. The Company continues to work on additional asset
sales in the fourth quarter. However, the ultimate timing of such
transactions is difficult to predict and thus gains related to these
transactions are excluded from current guidance. The Company remains
committed to completing transactions designed to strengthen Vulcan's balance
sheet, unlock capital for more productive uses and create value for
shareholders.

Conference Call

Vulcan will host a conference call at 10:00 a.m. CST on November 8, 2012.
Investors and other interested parties in the U.S. may access the
teleconference live by calling 888.895.5479 approximately 10 minutes before
the scheduled start. International participants can dial 847.619.6250. The
access code is 33645025. A live webcast and accompanying slides will be
available via the Internet through Vulcan's home page at
www.vulcanmaterials.com. The conference call will be recorded and available
for replay approximately two hours after the call through November 15, 2012.

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.

FORWARD-LOOKING STATEMENT DISCLAIMER

This document contains forward-looking statements. Statements that are not
historical fact, including statements about Vulcan's beliefs and expectations,
are forward-looking statements. Generally, these statements relate to future
financial performance, results of operations, business plans or strategies,
projected or anticipated revenues, expenses, earnings (including EBITDA and
other measures), dividend policy, shipment volumes, pricing, levels of capital
expenditures, intended cost reductions and cost savings, anticipated profit
improvements and/or planned divestitures and asset sales. These
forward-looking statements are sometimes identified by the use of terms and
phrases such as "believe," "should," "would," "expect," "project," "estimate,"
"anticipate," "intend," "plan," "will," "can," "may" or similar expressions
elsewhere in this document. These statements are subject to numerous risks,
uncertainties, and assumptions, including but not limited to general business
conditions, competitive factors, pricing, energy costs, and other risks and
uncertainties discussed in the reports Vulcan periodically files with the SEC.

Forward-looking statements are not guarantees of future performance and actual
results, developments, and business decisions may vary significantly from
those expressed in or implied by the forward-looking statements. The
following risks related to Vulcan's business, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: risks that Vulcan's intentions, plans and results with respect to
cost reductions, profit enhancements and asset sales, as well as streamlining
and other strategic actions adopted by Vulcan, will not be able to be realized
to the desired degree or within the desired time period and that the results
thereof will differ from those anticipated or desired; uncertainties as to the
timing and valuations that may be realized or attainable with respect to
intended asset sales; those associated with general economic and business
conditions; the timing and amount of federal, state and local funding for
infrastructure; the impact of a prolonged economic recession on Vulcan's
industry, 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 Vulcan's 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 Vulcan; changes in interest rates; the impact of Vulcan's below investment
grade debt rating on Vulcan's 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; Vulcan's ability to secure and permit
aggregates reserves in strategically located areas; Vulcan's ability to manage
and successfully integrate acquisitions; the potential of goodwill impairment;
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 reports
filed by Vulcan with the SEC. All forward-looking statements in this
communication are qualified in their entirety by this cautionary statement.
Vulcan disclaims and does not undertake any obligation to update or revise
any forward-looking statement in this document except as required by law.



                                                                   Table A
Vulcan Materials Company
and Subsidiary Companies
                                          (Amounts and shares in
                                          thousands,
                                          except per share data)
                              Three Months Ended      Nine Months Ended
Consolidated Statements of    September 30            September 30
Earnings
(Condensed and unaudited)     2012         2011       2012         2011
Net sales                     $          $         $ 1,836,357  $ 1,828,720
                              687,616     714,947
Delivery revenues             41,245       45,805     122,522      121,203
Total revenues                728,861      760,752    1,958,879    1,949,923
Cost of goods sold            560,693      599,167    1,581,537    1,619,206
Delivery costs                41,245       45,805     122,522      121,203
Cost of revenues              601,938      644,972    1,704,059    1,740,409
Gross profit                  126,923      115,780    254,820      209,514
Selling, administrative and   65,441       67,020     192,267      218,290
general expenses
Gain on sale of property,
plant & equipment
    and businesses, net       2,009        41,457     21,687       44,831
Recovery from legal           -            20,857     -            46,404
settlement
Restructuring charges         (3,056)      (839)      (9,018)      (2,977)
Exchange offer costs          (1,206)      -          (43,331)     -
Other operating income        (3,363)      (3,567)    (2,642)      (10,509)
(expense), net
Operating earnings            55,866       106,668    29,249       68,973
Other nonoperating income     1,806        (3,745)    4,196        (2,384)
(expense), net
Interest expense, net         53,043       50,678     158,997      163,839
Earnings (loss) from
continuing operations
    before income taxes       4,629        52,245     (125,552)    (97,250)
Provision for (benefit from)  (10,992)     29,833     (67,138)     (47,938)
income taxes
Earnings (loss) from          15,621       22,412     (58,414)     (49,312)
continuing operations
Earnings (loss) on
discontinued operations, net  (1,361)      (2,453)    2,338        6,399
of tax
Net earnings (loss)           $         $        $          $  
                              14,260       19,959    (56,076)     (42,913)
Basic earnings (loss) per
share:
    Continuing operations     $       $      $         $   
                              0.12         0.17       (0.45)      (0.38)
    Discontinued operations   (0.01)       (0.02)     0.02         0.05
    Net earnings (loss) per   $       $      $         $   
    share                     0.11         0.15       (0.43)      (0.33)
Diluted earnings (loss) per
share:
    Continuing operations     $       $      $         $   
                              0.12         0.17       (0.45)      (0.38)
    Discontinued operations   (0.01)       (0.02)     0.02         0.05
    Net earnings (loss) per   $       $      $         $   
    share                     0.11         0.15       (0.43)      (0.33)
Weighted-average common
shares
 outstanding:
            Basic             129,753      129,493    129,674      129,341
            Assuming dilution 130,215      129,768    129,674      129,341
Cash dividends declared per
share
    of common stock           $       $      $        $    
                              0.01         0.25       0.03         0.75
Depreciation, depletion,
accretion and
    amortization              $         $        $  253,391  $  273,671
                              84,108       90,948
Effective tax rate from       NMF         57.1%      53.5%        49.3%
continuing operations



                                                                Table B
Vulcan Materials Company
and Subsidiary Companies
                             (Amounts in thousands, except per share data)
Consolidated Balance Sheets  September 30      December 31      September 30
(Condensed and unaudited)    2012              2011             2011
                                                                As Restated

                                                                (a)
Assets
Cash and cash equivalents    $  243,126      $  155,839     $  152,379
Restricted cash              -                 81               81
Accounts and notes
receivable:
     Accounts and notes      403,520           321,391          437,754
     receivable, gross
     Less: Allowance for     (6,106)           (6,498)          (7,715)
     doubtful accounts
         Accounts and notes  397,414           314,893          430,039
         receivable, net
Inventories:
     Finished products       263,893           260,732          249,265
     Raw materials           28,221            23,819           26,284
     Products in process     6,209             4,198            3,473
     Operating supplies and  38,655            38,908           38,755
     other
         Inventories         336,978           327,657          317,777
Current deferred income      45,353            43,032           48,743
taxes
Prepaid expenses             26,384            21,598           27,809
Assets held for sale         -                 -                26,883
         Total current       1,049,255         863,100          1,003,711
         assets
Investments and long-term    42,226            29,004           28,917
receivables
Property, plant & equipment:
     Property, plant &       6,690,448         6,705,546        6,665,937
     equipment, cost
     Less: Reserve for       (3,477,496)       (3,287,367)      (3,222,469)
     depr., depl. & amort
         Property, plant &   3,212,952         3,418,179        3,443,468
         equipment, net
Goodwill                     3,086,716         3,086,716        3,086,716
Other intangible assets, net 693,308           697,502          698,703
Other noncurrent assets      141,459           134,813          122,011
         Total assets        $ 8,225,916      $ 8,229,314     $ 8,383,526
Liabilities and Equity
Current maturities of        $  285,153      $  134,762     $   
long-term debt                                                  5,215
Trade payables and accruals  133,209           103,931          134,853
Other current liabilities    213,735           167,560          239,438
Liabilities of assets held   -                 -                1,474
for sale
         Total current       632,097           406,253          380,980
         liabilities
Long-term debt               2,527,450         2,680,677        2,816,223
Noncurrent deferred income   680,880           732,528          794,921
taxes
Other noncurrent liabilities 618,292           618,239          524,485
         Total liabilities  4,458,719         4,437,697        4,516,609
Equity:
     Common stock, $1 par    129,596           129,245          129,233
     value
     Capital in excess of    2,567,859         2,544,740        2,538,987
     par value
     Retained earnings       1,274,465         1,334,476        1,363,640
     Accumulated other       (204,723)         (216,844)        (164,943)
     comprehensive loss
         Total equity        3,767,197         3,791,617        3,866,917
         Total liabilities   $ 8,225,916      $ 8,229,314     $ 8,383,526
         and equity
     The September 30, 2011 balance sheet reflects corrections of errors
(a)  related to current and deferred income taxes, which have a corresponding
     impact on retained earnings.



                                                                Table C
Vulcan Materials Company
and Subsidiary Companies
                                                (Amounts in thousands)
                                                Nine Months Ended
Consolidated Statements of Cash Flows           September 30
(Condensed and unaudited)                       2012            2011
Operating Activities
Net loss                                        $   (56,076)  $   (42,913)
Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation, depletion, accretion and      253,391         273,671
    amortization
    Net gain on sale of property, plant &       (31,886)        (55,886)
    equipment and businesses
    Contributions to pension plans              (3,379)         (3,762)
    Share-based compensation                    9,362           12,991
    Deferred tax provision                      (66,194)        (58,569)
    Cost of debt purchase                       -               19,153
    Changes in assets and liabilities before
    initial
         effects of business acquisitions and   (9,886)         (31,858)
         dispositions
Other, net                                      (1,573)         8,899
         Net cash provided by operating         93,759          121,726
         activities
Investing Activities
Purchases of property, plant & equipment        (49,418)        (77,332)
Proceeds from sale of property, plant &         28,930          11,730
equipment
Proceeds from sale of businesses, net of        10,690          72,830
transaction costs
Other, net                                      963             1,684
         Net cash provided by (used for)        (8,835)         8,912
         investing activities
Financing Activities
Net short-term payments                         -               (285,500)
Payment of current maturities and long-term     (120)           (737,952)
debt
Cost of debt purchase                           -               (19,153)
Proceeds from issuance of long-term debt        -               1,100,000
Debt issuance costs                             -               (17,904)
Proceeds from settlement of interest rate swap  -               23,387
agreements
Proceeds from issuance of common stock          -               4,936
Dividends paid                                  (3,885)         (96,878)
Proceeds from exercise of stock options         6,167           3,232
Other, net                                      201             32
         Net cash provided by (used for)        2,363           (25,800)
         financing activities
Net increase in cash and cash equivalents       87,287          104,838
Cash and cash equivalents at beginning of year  155,839         47,541
Cash and cash equivalents at end of period      $  243,126    $  152,379



                                                                   Table D
Segment Financial Data and Unit Shipments
                               (Amounts in thousands, except per unit data)
                               Three Months Ended       Nine Months Ended
                               September 30             September 30
                               2012          2011       2012       2011
Total Revenues
     Aggregates segment (a)    $           $        $         $
                               491,158      514,723   1,317,923  1,324,754
     Intersegment sales        (42,522)      (42,473)   (112,919)  (111,770)
     Net sales                 448,636       472,250    1,205,004  1,212,984
     Concrete segment (b)      108,651       101,390    303,285    281,809
     Intersegment sales        -             -          -          -
     Net sales                 108,651       101,390    303,285    281,809
     Asphalt Mix segment       118,219       128,897    293,266    304,432
     Intersegment sales        -             -          -          -
     Net sales                 118,219       128,897    293,266    304,432
     Cement segment (c)        22,727        19,137     63,569     52,491
     Intersegment sales        (10,617)      (6,727)    (28,767)   (22,996)
     Net sales                 12,110        12,410     34,802     29,495
     Total
     Net sales                 687,616       714,947    1,836,357  1,828,720
     Delivery revenues         41,245        45,805     122,522    121,203
     Total revenues            $ 728,861     $ 760,752  $          $
                                                        1,958,879  1,949,923
Gross Profit
     Aggregates                $           $        $        $ 
                               124,882      113,391   270,768   227,007
     Concrete                  (8,506)       (8,887)    (29,850)   (32,327)
     Asphalt Mix               10,976        12,292     15,498     20,418
     Cement                    (429)         (1,016)    (1,596)    (5,584)
     Total gross profit        $           $        $        $ 
                               126,923      115,780   254,820   209,514
Depreciation, depletion, accretion and amortization
     Aggregates                $          $       $        $ 
                               62,320       70,287    191,832   211,502
     Concrete                  11,421        13,058     34,895     39,291
     Asphalt Mix               2,314         1,953      7,131      5,877
     Cement                    6,405         4,505      14,965     13,554
     Corporate and other       1,648         1,145      4,568      3,447
     unallocated
     Total DDA&A               $          $       $        $ 
                               84,108       90,948    253,391   273,671
Unit Shipments
     Aggregates customer tons  36,390        39,461     99,556     100,389
     Internal tons (d)         2,990         3,106      8,000      8,072
     Aggregates - tons         39,380        42,567     107,556    108,461
     Ready-mixed concrete -    1,116         1,043      3,149      2,911
     cubic yards
     Asphalt Mix - tons        2,085         2,283      5,208      5,522
     Cement customer tons      123           124        328        251
     Internal tons (d)         136           97         367        316
     Cement - tons             259           221        695        567
Average Unit Sales Price (including internal
sales)
     Aggregates                $         $      $      $   
     (freight-adjusted) (e)    10.63        10.24     10.44      10.31
     Ready-mixed concrete      $         $      $      $   
                               93.18        93.06     92.47      92.38
     Asphalt Mix               $         $      $      $   
                               55.52        55.84     55.12      54.53
     Cement                    $         $      $      $   
                               77.89        72.63     77.97      75.44
(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 dividedby 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 nine months ended September 30 is summarized below:
                                                      (Amounts in thousands)
                                                      2012        2011
Supplemental Disclosure of Cash Flow Information
Cash paid (refunded) during the period for:
 Interest                                          $         $  102,260
                                                      104,440
 Income taxes                                      19,219      (31,127)
Supplemental Schedule of Noncash Investing and
Financing Activities
Liabilities assumed in business acquisition           -           13,774
Accrued liabilities for purchases of property, plant  4,316       6,511
& equipment
Fair value of equity consideration for business       -           18,529
acquisition
2. Reconciliation of Non-GAAP Measures
Generally Accepted Accounting Principles (GAAP) does not define "free cash
flow" "cash gross profit", "Earnings Before Interest, Taxes, Depreciation and
Amortization" (EBITDA) and "cash earnings." Thus, free cash flow should not
be considered as an alternative to net cash provided by operating activities
or any other liquidity measure defined by GAAP. Likewise, cash gross profit,
EBITDA and cash earnings should not be considered as alternatives to earnings
measures defined by GAAP. We present these metrics for the convenience of
investment professionals who use such metrics in their analyses, and for
shareholders who need to understand the metrics we use to assess performance
and to monitor our cash and liquidity positions. The investment community
often uses these metrics as indicators of a company's ability to incur and
service debt. We use free cash flow, cash gross profit, 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. Reconciliations of these metrics to their
nearest GAAP measures are presented below:
Free Cash Flow
Free cash flow deducts purchases of property, plant & equipment from net cash
provided by operating activities
                                                      (Amounts in thousands)
                                                      Nine Months Ended
                                                      September 30
                                                      2012        2011
Net cash provided by operating activities             $         $  121,726
                                                      93,759
Purchases of property, plant & equipment              (49,418)    (77,332)
Free cash flow                                        $         $   44,394
                                                      44,341
Cash Gross
Profit
Cash gross profit adds back noncash charges for depreciation, depletion,
accretion and amortization (DDA&A) to gross profit
                                   (Amounts in thousands)
                Three Months Ended                    Nine Months Ended
                September 30                          September 30
                2012               2011               2012        2011
Gross Profit    $                $   115,780     $         $  209,514
                126,923                              254,820
DDA&A           84,108             90,948             253,391     273,671
Cash gross      $                $   206,728     $         $  483,185
profit          211,031                              508,211



                                                                    Table F
Reconciliation of Non-GAAP Measures (Continued)
EBITDA and Cash Earnings
EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and
Amortization. Cash earnings adjusts EBITDA for net interest expense and
current taxes.
                                            (Amounts in thousands)
                             Three Months Ended          Nine Months Ended
                             September 30                September 30
                             2012           2011         2012       2011
Reconciliation of Net Loss
to EBITDA and Cash Earnings
Net earnings (loss)          $   14,260   $ 19,959    $         $ 
                                                         (56,076)   (42,913)
Provision for (benefit from) (10,992)       29,833       (67,138)   (47,938)
income taxes
Interest expense, net        53,043         50,678       158,997    163,839
(Earnings) loss on
discontinued operations, net 1,361          2,453        (2,338)    (6,399)
of tax
EBIT                         57,672         102,923      33,445     66,589
Plus: Depreciation,
depletion, accretion and     84,108         90,948       253,391    273,671
amortization
EBITDA                       $  141,780    $ 193,871   $         $ 
                                                         286,836    340,260
Less:Interest expense,  (53,043)       (50,678)     (158,997)  (163,839)
net
Current taxes (4,244)        3,488        2,069      (10,278)
Cash earnings                $   84,493   $ 146,681   $         $ 
                                                         129,908    166,143
Adjusted EBITDA and Adjusted
EBIT
EBITDA                       $  141,780    $ 193,871   $         $ 
                                                         286,836    340,260
Recovery from legal          -              (20,857)     -          (46,404)
settlement
Gain on sale of real estate  -              (39,659)     (18,321)   (39,659)
and businesses
Restructuring charges        3,056          839          9,018      2,977
Exchange offer costs         1,206          -            43,331     -
Adjusted EBITDA              $  146,042    $ 134,194   $         $ 
                                                         320,864    257,174
Less: Depreciation,
depletion, accretion and     84,108         90,948       253,391    273,671
amortization
Adjusted EBIT                $  61,934    $  43,246   $         $ 
                                                         67,473    (16,497)
                             Three Months                Nine
EBITDA Bridge                Ended                       Months
                                                         Ended
(Amounts in millions)        September 30                September
                                                         30
                             EBITDA                      EBITDA
Continuing Operations - 2011 $    194                $   
Actual                                                   340
Plus: Recovery from legal    (21)                        (46)
settlement
Gain on sale of real    (40)                        (40)
estate
Restructuring charges   1                           3
2011 Adjusted EBITDA from    134                         257
continuing operations
Increase / (Decrease) due
to:
Aggregates: Volumes          (18)                        (5)
Selling prices     15                          14
Lower costs and    7                           16
other items
Concrete                     (1)                         (2)
Asphalt Mix                  (1)                         (4)
Cement                       3                           5
Lower selling,
administrative and general   2                           26
expenses
Other                        5                           14
2012 Adjusted EBITDA from    146                         321
continuing operations
Plus: Gain on sale of real   -                           18
estate
Restructuring charges   (3)                         (9)
Exchange offer costs    (1)                         (43)
Continuing Operations - 2012 $    142                 $   
Actual                                                   287



SOURCE Vulcan Materials Company

Website: http://www.vulcanmaterials.com
Contact: Investor Contact - Mark Warren, +1-205-298-3220; Media Contact -
David Donaldson, +1-205-298-3220