Vulcan Materials 10-Q 5 Aug 09 2009 Q2 Quarterly report Financial data

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (USD $)
In Thousands	Jun. 30, 2009	Dec. 31, 2008	Jun. 30, 2008
Assets
Cash and cash equivalents	$43,711	$10,194	$151,210
Medium-term investments	6,755	36,734	0
Accounts and notes receivable
Accounts and notes receivable, gross	394,938	365,688	530,759
Less: Allowance for doubtful accounts	(9,437)	(8,711)	(7,456)
Accounts and notes receivable, net	385,501	356,977	523,303
Inventories
Finished products	290,451	295,525	309,868
Raw materials	32,035	28,568	29,009
Products in process	5,133	4,475	3,113
Operating supplies and other	35,964	35,743	41,510
Inventories	363,583	364,311	383,500
Deferred income taxes	69,080	71,205	62,074
Prepaid expenses	58,425	54,469	19,392
Total current assets	927,055	893,890	1,139,479
Investments and long-term receivables	30,614	27,998	24,265
Property, plant & equipment
Property, plant & equipment, cost	6,672,394	6,635,873	6,047,065
Less: Reserve for depr., depl. & amort.	(2,644,146)	(2,480,061)	(2,325,181)
Property, plant & equipment, net	4,028,248	4,155,812	3,721,884
Goodwill	3,091,524	3,083,013	3,895,267
Other intangible assets, net	683,092	673,792	153,094
Other assets	87,339	79,664	200,493
Total assets	8,847,872	8,914,169	9,134,482
Liabilities and Shareholders' Equity
Current maturities of long-term debt	60,417	311,685	330,081
Short-term borrowings	412,300	1,082,500	1,209,500
Trade payables and accruals	145,744	147,104	215,835
Other current liabilities	130,103	121,777	178,775
Total current liabilities	748,564	1,663,066	1,934,191
Long-term debt	2,521,190	2,153,588	2,183,584
Deferred income taxes	957,248	949,036	685,432
Other noncurrent liabilities	617,651	625,743	415,506
Total liabilities	4,844,653	5,391,433	5,218,713
Shareholders' equity
Common stock, $1 par value	124,989	110,270	109,834
Capital in excess of par value	2,316,507	1,734,835	1,702,946
Retained earnings	1,743,097	1,862,913	2,129,554
Accumulated other comprehensive loss	(181,374)	(185,282)	(26,565)
Shareholders' equity	4,003,219	3,522,736	3,915,769
Total liabilities and shareholders' equity	$8,847,872	$8,914,169	$9,134,482

Consolidated Balance Sheets [Pa

Consolidated Balance Sheets [Parenthetical] (USD $)
	Jun. 30, 2009	Dec. 31, 2008	Jun. 30, 2008
Consolidated Balance Sheets [Parenthetical]
Common Stock, Par or Stated Value Per Share	1	1	1

Condensed Consolidated Statemen

Condensed Consolidated Statements of Earnings (USD $)
In Thousands, unless otherwise specified	3 Months Ended Jun. 30, 2009	3 Months Ended Jun. 30, 2008	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
Net sales	$681,380	$965,957	$1,249,275	$1,737,718
Delivery revenues	40,479	55,594	72,878	101,172
Total revenues	721,859	1,021,551	1,322,153	1,838,890
Cost of goods sold	535,546	720,731	1,025,834	1,338,042
Delivery costs	40,479	55,594	72,878	101,172
Cost of revenues	576,025	776,325	1,098,712	1,439,214
Gross profit	145,834	245,226	223,441	399,676
Selling, administrative and general expenses	79,353	84,781	159,070	177,357
Gain on sale of property, plant & equipment and businesses, net	654	80,498	3,157	84,443
Other operating (income) expense, net	1,451	2,474	3,170	1,534
Operating earnings	65,684	238,469	64,358	305,228
Other income (expense), net	2,895	3,444	1,820	792
Interest income	687	997	1,482	1,669
Interest expense	44,073	38,193	87,992	81,652
Earnings (loss) from continuing operations before income taxes	25,193	204,717	(20,332)	226,037
Provision (benefit) for income taxes	9,632	63,492	(3,638)	70,327
Earnings (loss) from continuing operations	15,561	141,225	(16,694)	155,710
Earnings (loss) on discontinued operations, net of tax (Note 2)	6,651	(470)	6,125	(1,022)
Net earnings (loss)	22,212	140,755	(10,569)	154,688
Basic earnings (loss) per share
Continuing operations	0.14	1.28	-0.15	1.42
Discontinued operations	0.06	$0	0.06	$0
Net earnings (loss) per share	0.2	1.28	-0.09	1.42
Diluted earnings (loss) per share
Continuing operations	0.14	1.27	-0.15	1.41
Discontinued operations	0.06	$0	0.06	-0.01
Net earnings (loss) per share	0.2	1.27	-0.09	1.4
Weighted-average common shares outstanding
Basic	113,477	109,922	112,045	109,286
Assuming dilution	113,829	111,117	112,045	110,515
Cash dividends declared per share of common stock	0.49	0.49	0.98	0.98
Depreciation, depletion, accretion and amoritization from continuing operations	$99,600	$96,919	$198,915	$192,775
Effective tax rate from continuing operations	0.382	0.31	0.179	0.311

1_Condensed Consolidated Statem

Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008 Restated
Operating Activites
Net earnings (loss)	($10,569)	$154,688
Adjustments to reconcile net earnings (loss) to net cash provided by operating activites
Depreciation, depletion, accretion and amortization	198,915	192,775
Net gain on sale of property, plant & equipment and businesses	(3,880)	(84,443)
Contributions to pension plans	(2,242)	(1,593)
Share-based compensation	14,010	9,169
Excess tax benefit from share-based compensation	(325)	(3,605)
Deferred tax provision	5,671	194
Changes in assets and liabilities before initial effects of business acquisitions and dispostions	(35,850)	(126,566)
Other, net	3,672	(6,566)
Net cash provided by operating activities	169,402	134,053
Investing Activities
Purchases of property, plant & equipment	(60,101)	(198,658)
Proceeds from sale of property, plant & equipment	4,051	13,576
Proceeds from sale of businesses	11,537	225,783
Payment for businesses acquired, net of acquired cash	(36,980)	(79,822)
Redemption of medium-term investments	30,590	0
Proceeds from loan on life insurance policies	0	28,646
Withdrawal from nonconsolidated companies, net	63	469
Other, net	651	5,008
Net cash used for investing activities	(50,189)	(4,998)
Financing Activities
Net short-term payments	(672,176)	(882,000)
Payment of short-term debt and current maturities	(281,461)	(483)
Proceeds from issuance of long-term debt, net of discounts	397,660	949,078
Debt issuance costs	(3,033)	(5,633)
Settlements of forward starting swaps	0	(32,474)
Proceeds from issuance of common stock	578,237	55,072
Dividends paid	(108,752)	(106,976)
Proceeds from exercise of stock options	3,697	6,850
Excess tax benefit from share-based compensation	325	3,605
Other, net	(193)	228
Net cash used for financing activities	(85,696)	(12,733)
Net increase in cash and cash equivalents	33,517	116,322
Cash and cash equivalents at beginning of year	10,194	34,888
Cash and cash equivalents at end of period	$43,711	$151,210

Basis of Presentation

Basis of Presentation
	6 Months Ended Jun. 30, 2009 USD / shares
Basis of Presentation
Organization, Consolidation and Presentation and Error Corrections	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 and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K. Due to the 2005 sale of our Chemicals business as presented in Note 2, the operating results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Earnings. Subsequent events have been evaluated through the date the financial statements were issued. Correction of Cash Flows from Operating Activities and Investing Activities As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, we discovered an error in our reporting of cash flows from operating activities and investing activities in our Quarterly Reports on Form 10-Q for the three, six and nine months ended March 31, 2008, June 30, 2008 and September 30, 2008, respectively. This error resulted from the misclassification of certain noncash amounts included in various swap transactions associated with the divestiture of assets required as part of the Florida Rock acquisition. The error solely affected the classification of these amounts between cash used for investing activities and cash provided by operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows, but had no effect on net cash flows. In addition, the error had no effect on our Unaudited Condensed Consolidated Balance Sheet or Unaudited Condensed Consolidated Statement of Earnings for the period ended June 30, 2008. Accordingly, our total revenues, net earnings, earnings per share, total cash flows, cash and cash equivalents, liquidity and shareholders' equity remain unchanged. Our compliance with any financial covenants under our borrowing facilities also was not affected. A summary of the effects of the correction of this error for the six months ended June 30, 2008 is as follows (in thousands of dollars): Six Months Ended June 30, 2008 As Reported Correction Reclassifi- cations1 As Restated Statement of Cash Flows Excess tax benefits from share-based compensation $0 $0 ($3,605) ($3,605) Deferred tax provision 0 0 194 194 Changes in assets and liabilities before initial effects of business acquisitions and dispositions (82,608) (47,369) 3,411

Discontinued Operations

Discontinued Operations
	6 Months Ended Jun. 30, 2009 USD / shares
Discontinued Operations (DiscontinuedOperations)
Discontinued Operations	2.Discontinued Operations In June 2005, we sold substantially all the assets of our Chemicals business, known as Vulcan Chemicals, 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. 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 closing date, the fair value of the consideration received in connection with the sale of the Chemicals business, including anticipated cash flows from the two earn-out agreements, was expected to exceed the net carrying value of the assets and liabilities sold. However, pursuant to Statement of Financial Accounting Standards (SFAS) No. 5, "Accounting for Contingencies," since the proceeds under the earn-out agreements were contingent in nature, no gain was recognized on the Chemicals sale and the value recorded at the June 7, 2005 closing date referable to these two earn-outs was limited to $128,167,000. Furthermore, under the Securities and Exchange Commission (SEC) Staff Accounting Bulletin Topic 5:Z:5, "Classification and Disclosure of Contingencies Relating to Discontinued Operations" (SAB Topic 5:Z:5), upward adjustments to the fair value of the ECU earn-out subsequent to closing, which totaled $51,070,000, were reported in continuing operations, and therefore did not contribute to the gain or loss on the sale of the Chemicals business. 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 2009, we received a payment of $11,537,000 under the 5CP earn-out related to the year ended December 31, 2008. As this cash receipt exceeded the carrying amount of the 5CP receivable, we recorded a gain on disposal of discontinued operations of $723,000. Any future payments received pursuant to the 5CP earn-out will be recorded as additional gain on disposal of discontinued operations. During 2008, we received a payment of $10,014,000 under the 5CP earn-out related to the year ended December 31, 2007. Through June 30, 2009, we have received a total of $33,825,000 under the 5CP earn-out. 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. Amounts due are payable annually based on the prior year's results. Based on the amount of the 5CP payment received in March 2009, we expect the 2009

Earnings Per Share

Earnings Per Share (EPS)
	6 Months Ended Jun. 30, 2009 USD / shares
Earnings Per Share (EPS)
Earnings Per Share, Policy [Text Block]	3.Earnings Per Share (EPS) We report two earnings (loss) 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 June 30 Six Months Ended June 30 2009 2008 2009 2008 Weighted-average common shares outstanding 113,477 109,922 112,045 109,286 Dilutive effect of Stock options 144 991 0 993 Other stock compensation plans 208 204 0 236 Weighted-average common shares outstanding, assuming dilution 113,829 111,117 112,045 110,515 All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents are as follows (in thousands of shares): Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 Antidilutive common stock equivalents 5,104 804 4,287 804

Income Taxes

Income Taxes
	6 Months Ended Jun. 30, 2009 USD / shares
Income Taxes
Income Tax Disclosure [Text Block]	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, we estimate the annual tax rate based on projected taxable income for the full year and record a quarterly income 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. In accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109," 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 considered appropriate by management. During the second quarter, we revised our estimated annual effective tax rate to 6.4%, significantly lower than the 23.2% estimated in the first quarter. An adjustment to the current quarter income tax provision was required so that the year-to-date provision reflects the expected annual tax rate. A substantial amount of the tax benefit recognized for the loss reported in the first quarter of 2009 was reversed during the second quarter to reflect the revised annual rate. This adjustment reduced earnings approximately $7,100,000 during the second quarter of 2009, resulting in an effective tax rate of 38.2%, as compared with 31.0% in the second quarter of 2008. Our projected effective tax rate from continuing operations for the six months ended June 30, 2009 is 17.9%, a decrease of 13.2 percentage points from the 31.1% projected effective tax rate for the six months ended June 30, 2008. The decrease in the projected effective tax rate primarily results from a greater favorable effect of statutory depletion, partially offset by an increase in state taxes.

Medium-term Investments

Medium-term Investments
	6 Months Ended Jun. 30, 2009 USD / shares
Medium-term Investments
Medium-term Investments, Policy [Text Block]	5.Medium-term Investments At June 30, 2009 and December 31, 2008, we held investments with principal balances totaling approximately $8,247,000 and $38,837,000, respectively, in money market and other money funds at The Reserve, an investment management company specializing in such funds. 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 classified our investments in The Reserve funds as medium-term investments. 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 one year from the date of the accompanying Condensed Consolidated Balance Sheets, and therefore, such investments are classified as current. During the first half of 2009 and the fourth quarter of 2008, The Reserve redeemed $30,590,000 and $258,000, respectively, of our investment. In addition, during the third quarter of 2008, we recognized a charge of $2,103,000 (included in other income (expense), net) to reduce the principal balance to an estimate of the fair value of our investment in these funds. During the second quarter of 2009, we recognized income of $611,000 (included in other income (expense), net) to increase the principal balance to an estimate of the fair value of our investment in these funds. See Note 7 for further discussion of the fair value determination. These adjustments resulted in balances as of June 30, 2009 and December 31, 2008 of $6,755,000 and $36,734,000, respectively, as reported on our accompanying Condensed Consolidated Balance Sheets. Our investment in these funds as of June 30, 2008 amounted to $34,050,000 and was classified as cash equivalents in the accompanying Condensed Consolidated Balance Sheets at such date.

Derivative Instruments

Derivative Instruments
	6 Months Ended Jun. 30, 2009 USD / shares
Derivative Instruments
Derivative Instruments and Hedging Activities Disclosure [Text Block]	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 pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133). 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. For the 12-month period ending June 30, 2010, we estimate that $10,363,000 of the pretax loss accumulated in Other Comprehensive Income (OCI) will be reclassified to earnings. 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 will be amortized to interest expense over the remaining term of the related debt. For the 12-month period ending June 30, 2010, we estimate that $7,351,000 of the pretax loss accumulated in OCI will be reclassified to earnings. FAS 133 requires the recognition of all derivative instruments at fair value in the balance sheet. Fair values of derivative instruments designated as hedging instruments are summarized as follows (in thousands of dollars): Fair Value 1 Balance Sheet Location June 30 2009 Dec 31 2008 June 30 2008 Liability Derivatives Interest rate derivatives Other noncurrent liabilities ($14,069) ($16,247) ($2,788) Total Derivatives ($14,069) ($16,247) ($2,788) 1 See Note 7 for further discussion of the fair value determination. Th

Fair Value Measurements

Fair Value Measurements
	6 Months Ended Jun. 30, 2009 USD / shares
Fair Value Measurements
Fair Value Disclosures [Text Block]	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. The following table presents a summary of our assets and liabilities as of June 30, 2009 that are subject to fair value measurement on a recurring basis (in thousands of dollars): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Medium-term investments $6,755 $0 $6,755 $0 Interest rate derivative (14,069) 0 (14,069) 0 Net liability ($7,314) $0 ($7,314) $0 The medium-term investments are comprised of money market and other money funds, as more fully described in Note 5. We estimated the fair value of these funds by adjusting the investment principal to reflect the complete write-down of the funds' investments in securities of Lehman Brothers Holdings Inc. and by estimating 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 as more fully described in Note 6, and is measured at fair value based on prevailing market interest rates as of the measurement date.

Comprehensive Income

Comprehensive Income
	6 Months Ended Jun. 30, 2009 USD / shares
Comprehensive Income
Comprehensive Income Note [Text Block]	8.Comprehensive Income Comprehensive income includes charges and credits to equity from nonowner sources and comprises two subsets: net earnings (loss) and other comprehensive income (loss). Total comprehensive income comprises the following (in thousands of dollars): Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 Net earnings (loss) $22,212 $140,755 ($10,569) $154,688 Other comprehensive income Fair value adjustments to cash flow hedges, net of tax (519) 24,100 (995) 2,006 Reclassification adjustment for cash flow hedge amounts included in net earnings, net of tax 2,352 1,181 4,334 2,304 Amortization of pension and postretirement plan actuarial loss and prior service cost, net of tax 294 34 569 361 Total comprehensive income (loss) $24,339 $166,070 ($6,661) $159,359 Amounts accumulated in other comprehensive loss, net of tax, are as follows (in thousands of dollars): June 30 December 31 June 30 2009 2008 2008 Cash flow hedges ($53,180) ($56,519) ($51,537) Pension and postretirement plans (128,194) (128,763) 24,972 Accumulated other comprehensive loss ($181,374) ($185,282) ($26,565)

Shareholders' Equity

Shareholders' Equity
	6 Months Ended Jun. 30, 2009 USD / shares
Shareholders' Equity
Stockholders' Equity Note Disclosure [Text Block]	9.Shareholders' Equity During June 2009, we completed a public offering of common stock resulting in the issuance of 13,225,000 common shares at a price of $41.00 per share. These shares included 1,725,000 shares issued upon full exercise of the underwriters' option to purchase additional shares. We received $520,079,000 of net proceeds (net of commissions and transaction costs of $22,146,000) 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 $520,079,000 (common stock $13,225,000 and capital in excess of par $506,854,000). During the six months ended June 30, 2009, we issued 561,529 shares of common stock to the administrator of our 401(k) savings and retirement plan and received cash proceeds of $24,295,000. These issuances were made in accordance with a letter agreement between us and the 401(k) plan administrator and, when applicable, a 10b5-1 Agreement on file with the plan administrator. During the second quarter of 2009, we issued 789,495 shares of common stock in connection with business acquisitions. We originally issued the shares to two exchange accommodation titleholders (selling shareholders) in a private placement pursuant to a planned Section 1031 reverse exchange under the Internal Revenue Code. The selling shareholders assumed our rights and obligations under the asset purchase agreement, and we registered the shares for public resale by the selling shareholders in order to fund their obligation. The selling shareholders will maintain legal ownership of the assets acquired until the entities are dissolved, at which time legal ownership will be transferred to us. The selling shareholders qualify as variable interest entities under the provisions of FASB Interpretation No. 46 (Revised December 2003), "Consolidation of Variable Interest Entities," [FIN 46(R)] for which we are the primary beneficiary. Accordingly, we have consolidated as applicable the financial position, results of operations and cash flows of the selling shareholders as of and for the period ended June 30, 2009, which principally consist of the receipt of net cash proceeds from the issuance of shares of $33,862,000 and the acquisition noted above for a cash payment of $36,980,000, including acquisition costs and net of acquired cash. During the first quarter of 2008, we issued 798,859 shares of common stock in connection with business acquisitions. We originally issued the shares to an exchange accommodation titleholder (selling shareholder) in a private placement pursuant to a planned Section 1031 reverse exchange under the Internal Revenue Code. The selling shareholder assumed our rights and obligations under the asset purchase agreement, and we registered the shares for public resale by the selling shareholder in order to fund its obligation. The selling shareholder maintained legal ownership of the assets acquired until it was dissolved during the fourth quarter of 2008, at which time legal ownership was transferred to us. The selling shareholder qualified as a variable interest entity under the provisions of FIN 46(R) for wh

Benefit Plans

Benefit Plans
	6 Months Ended Jun. 30, 2009 USD / shares
Benefit Plans
Pension and Other Postretirement Benefits Disclosure [Text Block]	10.Benefit Plans The following tables set forth the components of net periodic benefit cost (in thousands of dollars): PENSION BENEFITS Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 Components of Net Periodic Benefit Cost Service cost $4,658 $4,096 $9,319 $9,583 Interest cost 10,485 9,322 20,970 19,951 Expected return on plan assets (11,582) (12,980) (23,252) (25,958) Amortization of prior service cost 115 115 230 230 Amortization of actuarial loss 426 (106) 826 280 Net periodic pension benefit cost $4,102 $447 $8,093 $4,086 OTHER POSTRETIREMENT BENEFITS Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 Components of Net Periodic Benefit Cost Service cost $978 $1,306 $1,956 $2,612 Interest cost 1,761 1,727 3,522 3,455 Amortization of prior service cost (206) (210) (412) (420) Amortization of actuarial loss 150 255 299 510 Net periodic postretirement benefit cost $2,683 $3,078 $5,365 $6,157 The net periodic benefit costs for pension plans during the three and six months ended June 30, 2009 include pretax reclassifications from other comprehensive income totaling $541,000 and $1,056,000, respectively. The net periodic benefit costs for pension plans during the three and six months ended June 30, 2008 include pretax reclassifications from other comprehensive income totaling $9,000 and $510,000, respectively. During the six months ended June 30, 2009 and 2008, contributions of $2,242,000 and $1,593,000, respectively, were made to our pension plans. The net periodic benefit costs for postretirement plans during the three and six months ended June 30, 2009 include pretax reclassifications from other comprehensive income totaling ($56,000) and ($113,000), respectively. The net periodic benefit costs for postretirement plans during the three and six months ended June 30, 2008 include pretax reclassifications from other comprehensive income totaling $45,000 and $90,000, respectively. These reclassifications from other comprehensive income are related to amortization of prior service costs or credits and actuarial losses.

Credit Facilities, Short-term B

Credit Facilities, Short-term Borrowings and Long-term Debt
	6 Months Ended Jun. 30, 2009 USD / shares
Credit Facilities, Short-term Borrowings and Long-term Debt
Debt Disclosure [Text Block]	11.Credit Facilities, Short-term Borrowings and Long-term Debt Short-term borrowings are summarized as follows (in thousands of dollars): June 30 December 31 June 30 2009 2008 2008 Bank borrowings $46,000 $1,082,500 $1,209,500 Commercial paper 366,300 0 0 Total short-term borrowings $412,300 $1,082,500 $1,209,500 Bank borrowings Maturity 1 day 2 days 1 to 28 days Weighted-average interest rate 0.62% 1.63% 2.63% Commercial paper Maturity 1 to 43 days n/a n/a Weighted-average interest rate 0.72% 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. We plan to continue this practice from time to time as circumstances warrant. Our policy is to maintain committed credit facilities at least equal to our outstanding commercial paper. Unsecured bank lines of credit totaling $1,675,000,000 were maintained at June 30, 2009, of which $175,000,000 expires November 16, 2009 and $1,500,000,000 expires November 16, 2012. As of June 30, 2009, $46,000,000 of the lines of credit was drawn. Interest rates referable to borrowings under these lines of credit are determined at the time of borrowing based on current market conditions. All lines of credit extended to us in 2009 and 2008 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 June 30, 2009, $3,680,000 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. The notes were initially sold to Goldman Sachs pursuant to an exemption from the Securities Act of 1933 (the Securities Act), as amended, and subsequently resold to Berkshire Hathaway pursuant to Rule 144A under the Securities Act. In May 2009, these notes were exchanged for substantially identical notes that were registered under the Securities Act. 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): June

Asset Retirement Obligations

Asset Retirement Obligations
	6 Months Ended Jun. 30, 2009 USD / shares
Asset Retirement Obligations
Asset Retirement Obligation Disclosure [Text Block]	12.Asset Retirement Obligations SFAS No. 143, "Accounting for Asset Retirement Obligations" (FAS 143) applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets. FAS 143 requires recognition of a liability for an asset retirement obligation 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. FAS 143 results in ongoing recognition of costs related to the depreciation of the assets and accretion of the liability. For the three and six month periods ended June 30, we recognized operating costs related to FAS 143 as follows (in thousands of dollars): Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 FAS 143 Operating Costs Accretion $2,333 $1,610 $4,605 $3,229 Depreciation 3,288 4,030 6,891 8,089 Total $5,621 $5,640 $11,496 $11,318 FAS 143 operating costs for our continuing operations are reported in cost of goods sold. FAS 143 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 June 30 Six Months Ended June 30 2009 2008 2009 2008 Balance at beginning of period $173,774 $131,455 $173,435 $131,383 Liabilities incurred 0 931 334 1,148 Liabilities (settled) (3,326) (4,757) (5,925) (8,220) Accretion expense 2,333 1,610 4,605 3,229 Revisions up (down) (4,306) 12,131 (3,974) 13,830 Balance at end of period $168,475 $141,370 $168,475 $141,370 The increase in the balance at the beginning of the six month period ended June 30, 2009 over the comparable 2008 period beginning balance, relates primarily to reclamation activity required under new development agreements and conditional use permits (collectively the agreements) at two aggregates facilities on owned property near Los Angeles, California. The new agreements allow us access to significant amounts of aggregates reserves at two existing pits, which w

Standby Letters of Credit

Standby Letters of Credit
	6 Months Ended Jun. 30, 2009 USD / shares
Standby Letters of Credit (StandbyLettersOfCredit)
Standby Letters of Credit	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 beneficiary who is 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 June 30, 2009 are summarized in the table below (in thousands of dollars): June 30, 2009 Standby Letters of Credit Risk management requirement for insurance claims $35,954 Payment surety required by utilities 308 Contractual reclamation/restoration requirements 12,029 Financial requirement for industrial revenue bond 14,230 Total standby letters of credit $62,521 Of the total $62,521,000 outstanding letters of credit, $59,006,000 is backed by our $1,500,000,000 bank credit facility which expires November 16, 2012.

Acquisition

Acquisition
	6 Months Ended Jun. 30, 2009 USD / shares
Acquisitions
Schedule of Business Acquisitions, by Acquisition [Text Block]	14.Acquisitions During the six months ended June 30, 2009, we acquired the following assets for approximately $38,955,000 (total note and cash consideration) net of acquired cash: leasehold interest in a rail yard two aggregates production facilities The purchase price allocations for these 2009 acquisitions are preliminary and subject to adjustment.

Goodwill

Goodwill
	6 Months Ended Jun. 30, 2009 USD / shares
Goodwill (GoodwillDisclosure)
Schedule of Goodwill [Text Block]	15.Goodwill Changes in the carrying amount of goodwill by reportable segment for the periods presented are summarized below (in thousands of dollars): Aggregates Asphalt mix and Concrete Cement Total Goodwill as of June 30, 2008 $3,505,972 $91,633 $297,662 $3,895,267 Goodwill of acquired businesses 1,455 0 0 1,455 Purchase price allocation adjustment (516,047) 0 (44,998) (561,045) Goodwill impairment 0 0 (252,664) (252,664) Goodwill as of December 31, 2008 $2,991,380 $91,633 $0 $3,083,013 Goodwill of acquired businesses1 9,558 0 0 9,558 Purchase price allocation adjustment (1,047) 0 0 (1,047) Goodwill as of June 30, 2009 $2,999,891 $91,633 $0 $3,091,524 1 The goodwill of acquired businesses for 2009 relates to the acquisitions listed in Note 14. We are currently evaluating the final purchase price allocations; therefore, the goodwill amount is subject to change. When finalized, the goodwill from these 2009 acquisitions is expected to be fully deductible for income tax purposes.

New Accounting Standards

New Accounting Standards
	6 Months Ended Jun. 30, 2009 USD / shares
New Accounting Standards (NewAccountingStandards)
New Accounting Standards	16.New Accounting Standards Recently Adopted FAS 141(R) On January 1, 2009, we adopted SFAS No. 141(R), "Business Combinations" [FAS 141(R)], which requires the acquirer in a business combination to measure all assets acquired and liabilities assumed at their acquisition-date fair value. FAS 141(R) applies whenever an acquirer obtains control of one or more businesses. FAS 141(R) requires prospective application for business combinations consummated after adoption. Our adoption of FAS 141(R) on January 1, 2009 had no impact on our financial position, results of operations or liquidity. FAS 157 On January 1, 2009, we adopted SFAS No. 157, "Fair Value Measurements" (FAS 157) for nonfinancial assets and liabilities. FAS 157 defines fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosures about fair value measurements. On January 1, 2008, we adopted FAS 157 with respect to financial assets and liabilities and elected to defer our adoption of FAS 157 for nonfinancial assets and liabilities as permitted by FSP FAS 157-2. Our adoption FAS 157 for nonfinancial assets and liabilities on January 1, 2009 did not materially affect our financial position, results of operations or liquidity. FAS 160 On January 1, 2009, we adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51" (FAS 160). FAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Our adoption of FAS 160 did not materially affect our results of operations, financial position or liquidity. FAS 161 On January 1, 2009, we adopted SFAS No. 161, "Disclosures About Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133" (FAS 161). As a result of our adoption of FAS 161, we enhanced our interim disclosure of derivative instruments and hedging activities as reflected in Note 6. Pending Adoption FSP FAS 132(R)-1 In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" (FSP FAS 132(R)-1). This FSP amends SFAS No. 132(R), "Employers' Disclosures about Pensions and Other Postretirement Benefits," to require more detailed disclosures about employers' plan assets, including employers' investment strategies, major categories of plan assets, concentrations of risk within plan assets and valuation techniques used to measure the fair value of plan assets. The additional disclosure requirements of this FSP are effective for fiscal years ending after December 15, 2009. We expect to adopt this FSP within our annual disclosures for the year ending December 31, 2009. FAS 167 In June 2009, the FASB issued FAS No. 167,"Amendments to FASB Interpretation No. 46(R)" (FAS 167), which amends the consolidation guidance related to variable interest entities including removing the scope exemption for qualifying special-purpose entities. This statement is effective as of the first fiscal year that begins after November 15, 2009 with early adoption prohibited. We do not expect our adoption of FAS 167 on January

Segment Reporting - Continuing

Segment Reporting - Continuing Operations
	6 Months Ended Jun. 30, 2009 USD / shares
Segment Reporting - Continuing Operations
Segment Reporting Disclosure [Text Block]	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 have combined our Asphalt mix and Concrete operating segments into one reporting segment as the products are similar in nature and the businesses exhibit similar economic characteristics, production processes, types and classes of customer, methods of distribution and regulatory environments. Management reviews earnings from the product line reporting units principally at the gross profit level. 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. Segment Financial Disclosure Amounts in millions Three Months Ended June 30 Six Months Ended June 30 2009 2008 2009 2008 TOTAL REVENUES Aggregates $497.6 $679.3 $899.4 $1,215.3 Asphalt mix and Concrete 218.3 325.4 411.5 592.0 Cement 16.9 29.2 36.6 60.2 Intersegment sales (51.4) (67.9) (98.2) (129.8) Total net sales 681.4 966.0 1,249.3 1,737.7 Delivery revenues 40.5 55.6 72.9 101.2 Total revenues $721.9 $1,021.6 $1,322.2 $1,838.9 GROSS PROFIT Aggregates $126.8 $217.9 $190.4 $344.8 Asphalt mix and Concrete 19.5 23.2 34.8 43.3 Cement (0.5) 4.1 (1.8) 11.6 Total gross profit $145.8 $245.2 $223.4 $399.7

Supplemental Cash Flow Informat

Supplemental Cash Flow Information
	6 Months Ended Jun. 30, 2009 USD / shares
Supplemental Cash Flow Information
Cash Flow, Supplemental Disclosures [Text Block]	18.Supplemental Cash Flow Information Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below (in thousands of dollars): Six Months Ended June 30 2009 2008 Cash payments (refunds) Interest (exclusive of amount capitalized) $98,871 $89,532 Income taxes (9,468) 37,055 Noncash investing and financing activities Liabilities assumed in business acquisitions 0 1,292 Accrued liabilities for purchases of property, plant equipment 14,684 24,834 Carrying value of noncash assets and liabilities exchanged 0 42,974 Debt issued for purchases of property, plant equipment 1,982 8 Fair value of stock issued in business acquisitions 0 25,023 Other noncash transactions 0 16

Other Commitments and Contingen

Other Commitments and Contingencies
	6 Months Ended Jun. 30, 2009 USD / shares
Other Commitments and Contingencies
Commitments and Contingencies Disclosure [Text Block]	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. City of Modesto On October 12, 2007, we reached an agreement with the City of Modesto in the case styled City of Modesto, et al. v. Dow Chemical Company, et al., filed in San Francisco County Superior Court, California, to resolve all claims against Vulcan for a sum of $20 million. The agreement provides for a release and dismissal or withdrawal with prejudice of all claims against Vulcan. The agreement also expressly states that the settlement paid by Vulcan is for compensatory damages only and not for any punitive damages, and that Vulcan denies any conduct capable of giving rise to an assignment of punitive damages. The settlement was approved by the San Francisco Superior Court judge presiding over this case and thus is now final. While we believe the verdicts rendered and damages awarded during the first phase of the trial are contrary to the evidence presented, we settled the city's claims in order to avoid the costs and uncertainties of protracted litigation. The $20 million was paid during the fourth quarter of 2007. We believe the settlement damages, legal defense costs, and other potential claims are covered, in whole or in part, by insurance policies purchased by Vulcan, and we are pursuing recovery from these insurers. On June 30, 2009, we reached a settlement with one of our insurers. As a result, we recorded a pretax gain, after deducting legal fees and other expenses, of approximately $12.2 million. As part of the settlement, we agreed to release the insurer from any further claims that could be asserted related to the Modesto case, as well as the Lyon and Team Enterprises cases. We continue to pursue recovery from other insurers. Although the Company's $20 million settlement resolved all claims against Vulcan by the City of Modesto, certain ancillary claims related to this matter remain unresolved as follows: Lyon On or about September 18, 2007, Vulcan was served with a third-party complaint filed in the U.S. District Court for the Eastern District of California (Fresno Division) in the matter of United States v. Lyon. The underlying action was brought by the U.S. Environmental Protection Agency against various individuals associated with a dry cleaning facility in Modesto called Halford's, seeking "recovery of unreimbursed costs incurred by it for activities undertaken in response to the release or threatened release of hazardous substances at the Modesto Groundwater Superfund Site in Modesto, Stanislaus County, California." The complaint also seeks certain civil penalties against the named defendants. Vulcan was sued by the original defendants as a third-party defendant in this action. No discovery has been conducted

Document and Entity Information

Document and Entity Information (USD $)
	6 Months Ended Jun. 30, 2009	Jun. 30, 2008
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Amendment Description	N/A
Document Period End Date	2009-06-30
Entity Information [Line Items]
Entity Registrant Name	Vulcan Materials Company
Entity Central Index Key	0001396009
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		$6,309,460,043
Entity Common Stock, Shares Outstanding	124,989,302