BIRMINGHAM, Ala., May 2, 2013 /PRNewswire/ -- Vulcan Materials Company (NYSE: VMC), the nation's largest producer of construction aggregates, today announced results for the first quarter ending March 31, 2013.

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First Quarter Summary


    --  Shipment levels in all major product lines were in line with our first
        quarter expectations.
        --  Aggregates shipments were 5 percent lower than last year's first
            quarter, which benefited from unseasonably warm and dry weather
            while 2013 experienced wetter winter weather.  Aggregates shipments
            were 4 percent higher than the first quarter of 2011, which
            experienced normal seasonal weather.
        --  Volumes in ready-mixed concrete and cement increased 6 percent and
            14 percent, respectively, due to improving levels of private
            construction.
    --  Aggregates pricing increased 5 percent versus the prior year.
    --  Gross profit was $18 million as compared to $22 million in the prior
        year and a loss of $7 million in the first quarter of 2011.
    --  Adjusted EBITDA was $26 million as compared to $47 million in the prior
        year and $5 million in the first quarter of 2011.
    --  Net earnings were a loss of $0.42 per diluted share versus a loss of
        $0.40 per diluted share in the prior year.

Don James, Chairman and Chief Executive Officer, said, "Our business segments performed as expected in the first quarter. We are reaffirming our outlook and remain on track to achieve earnings improvement again in 2013. Aggregates segment gross profit, while down versus the prior year, was in line with our expectations and up sharply versus the first quarter of 2011. We expected first quarter aggregates shipments to be lower than last year when shipments increased 10 percent due to favorable weather and the timing of shipments to several large projects. Demand for our products in many of our key markets continues to benefit from recovery in private construction activity, particularly residential. Most notably, we realized double-digit percentage increases in first quarter aggregates shipments in Arizona, California and Florida - driven by demand from housing. In other key markets, particularly Texas, shipments also increased, reflecting broad-based recovery across all end-markets. Housing starts, as measured on a seasonally adjusted annual rate, are now more than 1 million, indicating the beginnings of a broad-based recovery in residential construction. Growth in residential construction activity, and its traditional follow-on impact to private nonresidential construction, underpins our expectations for volume and earnings improvement in 2013. We continue to expect aggregates shipments in 2013 to increase 1 to 5 percent versus 2012 with the variability due primarily to the timing of the start of several large projects later this year."

Commentary on First Quarter 2013 Segment Results

Aggregates segment gross profit was $25 million compared to $34 million in the prior year. Aggregates pricing increased 5 percent versus the prior year and helped offset the earnings effect of lower volumes. Price improvement was broad-based with virtually all of the Company's markets realizing higher pricing versus the prior year. Aggregates shipments in Arizona, California, Florida and North Carolina showed strength, each increasing by at least 10 percent versus the prior year. Sales volumes at the Company's remotely-served sales yards along the central Gulf Coast also benefited from stronger demand, increasing approximately 25 percent versus the prior year. Shipments in the Midwest, Tennessee and Virginia were sharply lower versus the prior year. In the first quarter of 2012, volumes in these markets were boosted significantly by favorable weather and several large projects underway.

Unfavorable weather, lower production volumes and a geographic mix shift to remotely-supplied coastal sales yards distorted year-over-year cash cost comparisons. Additionally, planned cash costs for routine expenditures necessary to prepare for the start of seasonal construction activity increased versus the prior year. For example, repair and maintenance costs increased $4 million versus the prior year. These cost increases in the first quarter were consistent with the Company's operating plan and do not alter its view regarding achievement of full year cost targets.

Gross profit from non-aggregates businesses improved $5 million to a loss of $7 million. Asphalt Mix segment gross profit was $2 million versus a loss of $1 million in the prior year. Unit profitability, as measured by materials margin, increased 19 percent due in part to a 7 percent decrease in the unit cost of liquid asphalt. Concrete segment gross profit improved $2 million due in part to a 6 percent increase in shipments. Cement segment gross profit in the first quarter was $1 million, up slightly versus the prior year.

2013 Outlook

"Our outlook for another year of earnings improvement remains on track. This view is supported by continued growth in private construction activity which should drive volume growth, improved pricing and cost management," said Mr. James.

"We believe economic and construction-related fundamentals that drive demand for our products are continuing to improve from the historically low levels created by the economic downturn. Leading indicators of private construction activity continue to improve. Residential housing starts in the U.S. are up sharply from a year ago and contract awards for private nonresidential buildings, measured in square feet, are up 16 percent. Consequently, aggregates demand in private construction is growing. Importantly, we are seeing significant housing start growth in several key states, including Florida, Texas, California, Georgia and Arizona. Growth in residential construction has historically been a leading indicator of other construction end uses.

"The passage of the federal highway bill, MAP-21, in July 2012 is providing stability and predictability to future highway funding. New highway projects, as measured by trailing twelve month contract awards, increased 1 percent versus the prior year's level - the first year-over-year growth since January 2011. The large increase in TIFIA funding contained in the new highway bill should also positively impact future demand.

Mr. James continued, "Aggregates demand in our markets from residential construction is expected to increase approximately 20 percent while demand from private nonresidential buildings is expected to increase approximately 8 percent compared to 2012. Our current expectation is for aggregates demand from public construction, including highways and other infrastructure, to approximate 2012. However, the recent upturn in trailing twelve month contract awards for highways provides some optimism that aggregates demand from public infrastructure could grow modestly in 2013. As we look at the projects that could impact our 2013 aggregates volumes, we continue to see a disproportionately greater number of large, discrete highway and industrial projects. The timing and quantity of shipments to these projects remains challenging to predict. As a result, our full year shipments in 2013 are expected to increase 1 to 5 percent with most of the expected year-over-year growth to occur in the second half of the year.

"We will continue our focus on effectively managing controllable costs and achieving improved pricing. Although the relatively severe winter weather in many of our central and eastern markets had an unfavorable effect on the first quarter's cash costs, we remain on track to realize our cash costs objectives for 2013. The geographic breadth of pricing gains achieved in 2012 and so far this year reinforces our expectations for continued price growth in 2013. We expect full year freight-adjusted price growth of approximately 4 percent in 2013.

"Additionally, earnings in each of our non-aggregates segments should improve versus the prior year. Asphalt materials margin increased throughout 2012 and we expect material margins to increase again in 2013 and contribute to earnings growth in this segment. Full year concrete volumes and materials margin are expected to improve in 2013 as housing starts continue recovering in key states. Concrete volumes in the first quarter increased 6 percent versus the prior year due in part to increased private construction activity in Florida. We expect the increased private construction activity to continue leading to improved unit profitability in the Concrete segment. Cement earnings should improve in 2013 due mostly to lower production costs. As a result, collectively, full year earnings from these segments are expected to contribute significantly to earnings improvement in 2013."

Conference Call

Vulcan will host a conference call at 10:00 a.m. CDT on May 2, 2013. A live webcast will be available via the Company's website at www.vulcanmaterials.com. Investors and other interested parties in the U.S. may also access the teleconference live by calling 800-540-4153 approximately 10 minutes before the scheduled start. International participants can dial 973-582-2825. The access code is 55427875. The conference call will be recorded and available for replay at the Company's website approximately two hours after the call.

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 planned asset sales; those associated with general economic and business conditions; the timing and amount of federal, state and local funding for infrastructure; the effects of the sequestration on demand for our products in markets that may be subject to decreases in federal spending; changes in Vulcan's effective tax rate; the increasing reliance on technology infrastructure for Vulcan's ticketing, procurement, financial statements and other processes could adversely affect operations in the event such infrastructure does not work as intended or experiences technical difficulties; the impact of the state of the global economy on Vulcan's businesses and financial condition and access to capital markets; changes in the level of spending for private residential and private nonresidential construction; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; pricing 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 and liabilities 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 or long-lived asset 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

    Consolidated Statements of Earnings          March 31
                                                 --------

    (Condensed and unaudited)                                  2013      2012
    ------------------------                                   ----      ----


    Net sales                                              $504,554  $499,851

    Delivery revenues                                        33,608    36,031
                                                             ------    ------

    Total revenues                                          538,162   535,882


    Cost of goods sold                                      486,899   477,893

    Delivery costs                                           33,608    36,031
                                                             ------    ------

    Cost of revenues                                        520,507   513,924
                                                            -------   -------


    Gross profit                                             17,655    21,958

    Selling, administrative and general
     expenses                                                64,655    64,912

    Gain on sale of property, plant &
     equipment

                                                              4,110     6,526

    and businesses, net

    Restructuring charges                                    (1,509)   (1,411)

    Exchange offer costs                                          -   (10,065)

    Other operating income (expense), net                    (5,659)    1,625
                                                             ------     -----

    Operating loss                                          (50,058)  (46,279)


    Other nonoperating income, net                            2,373     3,098

    Interest expense, net                                    52,752    52,266
                                                             ------    ------

    Loss from continuing operations

                                                           (100,437)  (95,447)

    before income taxes

    Benefit from income taxes                               (38,818)  (38,397)
                                                            -------   -------

    Loss from continuing operations                         (61,619)  (57,050)

    Earnings on discontinued operations,
     net of tax                                               6,783     4,997
                                                              -----     -----

    Net loss                                               $(54,836) $(52,053)
    ========                                               ========  ========

    Basic earnings (loss) per share:

                                                             $(0.47)   $(0.44)

    Continuing operations

                                                               0.05      0.04

    Discontinued operations


                                                             $(0.42)   $(0.40)

    Net earnings (loss) per share


    Diluted earnings (loss) per share:

                                                             $(0.47)   $(0.44)

    Continuing operations

                                                               0.05      0.04

    Discontinued operations


                                                             $(0.42)   $(0.40)

    Net earnings (loss) per share

    Weighted-average common shares

         outstanding:

                                                            130,186   129,593



    Basic

                                                            130,186   129,593



    Assuming dilution

    Cash dividends declared per share

                                                              $0.01     $0.01

    of common stock

    Depreciation, depletion, accretion
     and

                                                            $75,597   $85,167

    amortization

    Effective tax rate from continuing
     operations                                                38.6%     40.2%
    ==================================                         ====      ====

                                                                                                                                                                                                 
                                                                                                                                                                                        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)                                                                 2013                                            2012                                         2012
    ------------------------                                                                  ----                                            ----                                         ----
                                                                                                                                                                                                 
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Assets
    ------
                                                                                                                                                                                                 
    Cash and cash equivalents                                                             $188,081                                        $275,478                                     $191,172
                                                                                                                                                                                                 
    Accounts and notes receivable:
                                                                                                                                                               
                         Accounts and
                         notes
                         receivable,
                         gross                                                             328,202                                         303,178                                      325,383
                                                                                                                                                               
                         Less: Allowance
                         for doubtful
                         accounts                                                           (6,030)                                         (6,198)                                      (7,207)
                                                                                                                                                               
                                                                                                                                                                                                 
                         Accounts and notes
                         receivable, net                                                   322,172                                         296,980                                      318,176
                                                                                                                                                                                                 
    Inventories:
                                                                                                                                                               
                         Finished
                         products                                                          267,783                                         262,886                                      271,634
                                                                                                                                                               
                        Raw materials                                                       27,148                                          27,758                                       23,819
                                                                                                                                                               
                         Products in
                         process                                                             6,168                                           5,963                                        5,077
                                                                                                                                                               
                         Operating
                         supplies and
                         other                                                              39,475                                          38,415                                       40,803
                                                                                                                                                               
                                                                                                                                                                                                 
                        Inventories                                                        340,574                                         335,022                                      341,333
                                                                                                                                                                                                 
    Current deferred income taxes                                                           38,844                                          40,696                                       43,394
                                                                                                                                                                                                 
    Prepaid expenses                                                                        24,762                                          21,713                                       24,574
                                                                                                                                                                                                 
    Assets held for sale                                                                    12,929                                          15,083                                            -
                                                                                            ------                                          ------                                          ---
                                                                                                                                                                                                 
                        Total current assets                                               927,362                                         984,972                                      918,649
                                                                                                                                                                                                 
    Investments and long-term receivables                                                   41,707                                          42,081                                       29,172
                                                                                                                                                                                                 
    Property, plant & equipment:
                                                                                                                                                               
                         Property, plant
                         & equipment,
                         cost                                                            6,668,630                                       6,666,617                                    6,698,952
                                                                                                                                                               
                         Less: Reserve
                         for depr.,
                         depl. & amort.                                                 (3,507,394)                                     (3,507,432)                                  (3,349,258)
                                                                                                                                                               
                                                                                                                                                                                                 
                         Property, plant & equipment,
                         net                                                             3,161,236                                       3,159,185                                    3,349,694
                                                                                                                                                                                                 
    Goodwill                                                                             3,095,801                                       3,086,716                                    3,086,716
                                                                                                                                                                                                 
    Other intangible assets, net                                                           691,840                                         692,532                                      695,852
                                                                                                                                                                                                 
    Other noncurrent assets                                                                160,529                                         161,113                                      135,956
                                                                                           -------                                         -------                                      -------
                                                                                                                                                                                                 
                        Total assets                                                    $8,078,475                                      $8,126,599                                   $8,216,039
                                                                                        ==========                                      ==========                                   ==========
                                                                                                                                                                                                 
                                                                                                                                                                                                 
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Liabilities and Equity
    ----------------------
                                                                                                                                                                                                 
    Current maturities of long-term debt                                                  $140,604                                        $150,602                                     $144,706
                                                                                                                                                                                                 
    Trade payables and accruals                                                            116,677                                         113,337                                      125,101
                                                                                                                                                                                                 
    Other current liabilities                                                              212,572                                         171,671                                      211,286
                                                                                                                                                                                                 
    Liabilities of assets held for sale                                                          -                                             801                                            -
                                                                                               ---                                             ---                                          ---
                                                                                                                                                                                                 
                        Total current liabilities                                          469,853                                         436,411                                      481,093
                                                                                                                                                                                                 
    Long-term debt                                                                       2,525,420                                       2,526,401                                    2,669,752
                                                                                                                                                                                                 
    Noncurrent deferred income taxes                                                       614,405                                         657,367                                      704,166
                                                                                                                                                                                                 
    Deferred revenue                                                                        73,392                                          73,583                                            -
                                                                                                                                                                                                 
    Other noncurrent liabilities                                                           680,476                                         671,775                                      615,421
                                                                                           -------                                         -------                                      -------
                                                                                                                                                                                                 
                        Total liabilities                                                4,363,546                                       4,365,537                                    4,470,432
                                                                                         ---------                                       ---------                                    ---------
                                                                                                                                                                                                 
    Equity:
                                                                                                                                                               
                         Common stock,
                         $1 par value                                                      129,952                                         129,721                                      129,389
                                                                                                                                                               
                         Capital in
                         excess of par
                         value                                                           2,585,696                                       2,580,209                                    2,547,959
                                                                                                                                                               
                         Retained
                         earnings                                                        1,220,512                                       1,276,649                                    1,281,080
                                                                                                                                                               
                         Accumulated
                         other
                         comprehensive
                         loss                                                             (221,231)                                       (225,517)                                    (212,821)
                                                                                                                                                               
                                                                                                                                                                                                 
                        Total equity                                                     3,714,929                                       3,761,062                                    3,745,607
                                                                                         ---------                                       ---------                                    ---------
                                                                                                                                                                                                 
                        Total liabilities and equity                                    $8,078,475                                      $8,126,599                                   $8,216,039
                        ============================                                    ==========                                      ==========                                   ==========


                                                                                 Table C

    Vulcan Materials Company

    and Subsidiary Companies




                                                     (Amounts in thousands)


                                                       Three Months Ended

    Consolidated Statements of Cash
     Flows                                                  March 31
                                                            --------

    (Condensed and unaudited)                                             2013      2012
    ------------------------                                              ----      ----


    Operating Activities
    --------------------

    Net loss                                                          $(54,836) $(52,053)

    Adjustments to reconcile net
     loss to



    net cash provided by operating
     activities:

    Depreciation, depletion,
     accretion and amortization                                         75,597    85,167

                                                                       (17,141)  (17,862)

                       Net gain on sale of property,
                               plant & equipment and
                                          businesses

    Contributions to pension plans                                      (1,132)   (1,124)

                                                                         4,933     1,877

    Share-based compensation

                                                                       (39,918)  (30,966)

    Deferred tax provision



    Changes in assets and
     liabilities before initial

                                                                        22,349    45,828

    effects of business
     acquisitions and dispositions

    Other, net                                                          (2,719)   (1,723)
                                                                        ------    ------

                                                                       (12,867)   29,144

    Net cash provided by (used for)
     operating activities



    Investing Activities
    --------------------

    Purchases of property, plant &
     equipment                                                         (26,851)  (18,848)

    Proceeds from sale of property,
     plant & equipment                                                   1,623    10,750

    Proceeds from sale of
     businesses, net of transaction
     costs                                                              18,164    11,827

    Payment for businesses
     acquired, net of acquired cash                                    (60,212)        -

    Other, net                                                               2        31
                                                                           ---       ---

                                                                       (67,274)    3,760

    Net cash provided by (used for)
     investing activities



    Financing Activities
    --------------------

    Payment of current maturities
     and long-term debt                                                (10,016)      (90)

    Dividends paid                                                      (1,299)   (1,295)

    Proceeds from exercise of stock
     options                                                             3,203     3,483

    Other, net                                                             856       331
                                                                           ---       ---

                                                                        (7,256)    2,429

    Net cash provided by (used for)
     financing activities



    Net increase (decrease) in cash
     and cash equivalents                                              (87,397)   35,333

    Cash and cash equivalents at
     beginning of year                                                 275,478   155,839
                                                                       -------   -------

    Cash and cash equivalents at
     end of period                                                    $188,081  $191,172
    ============================                                      ========  ========




                                                                                                           Table D

    Segment Financial Data and Unit Shipments



                                                        (Amounts in thousands, except per unit
                                                                        data)


                                                                 Three Months Ended

                                                                      March 31
                                                                      --------

                                                                                           2013      2012
                                                                                           ----      ----

    Total Revenues

    Aggregates segment (a)                                                             $358,999  $355,618

                                                                                        (33,604)  (31,120)

    Intersegment sales


                                                                                        325,395   324,498

    Net sales


                                                                                         99,889    92,471

    Concrete segment (b)

                                                                                              -      (451)

    Intersegment sales


                                                                                         99,889    92,020

    Net sales


                                                                                         67,287    71,356

    Asphalt Mix segment

                                                                                              -         -

    Intersegment sales


                                                                                         67,287    71,356

    Net sales


                                                                                         22,693    20,516

    Cement segment (c)

                                                                                        (10,710)   (8,539)

    Intersegment sales


                                                                                         11,983    11,977

    Net sales




    Total

                                                                                        504,554   499,851

    Net sales

                                                                                         33,608    36,031

    Delivery revenues


                                                                                       $538,162  $535,882

    Total revenues


    Gross Profit

    Aggregates                                                                          $24,786   $34,049

                                                                                        (10,079)  (12,305)

    Concrete

                                                                                          1,937      (660)

    Asphalt Mix

                                                                                          1,011       874

    Cement


                                                                                        $17,655   $21,958

    Total gross profit



    Depreciation, depletion, accretion and amortization

    Aggregates                                                                          $55,889   $62,361

                                                                                          7,976    11,172

    Concrete

                                                                                          2,037     2,251

    Asphalt Mix

                                                                                          3,906     4,021

    Cement

                                                                                          5,789     5,362

    Other

                                                                                        $75,597   $85,167

    Total DDA&A



    Unit Shipments

                                                                                         25,601    27,186

    Aggregates customer tons (d)

                                                                                          2,258     2,266

    Internal tons (e)


                                                                                         27,859    29,452

    Aggregates - tons



                                                                                          1,023       964

    Ready-mixed concrete - cubic yards

                                                                                          1,229     1,284

    Asphalt Mix - tons


                                                                                            122       108

    Cement customer tons

                                                                                            126       109

    Internal tons (e)


                                                                                            248       217

    Cement - tons



    Average Unit Sales Price (including internal sales)

                                                                                         $10.72    $10.25

    Aggregates (freight-adjusted) (f)

    Ready-mixed concrete                                                                 $92.02    $91.78

    Asphalt Mix                                                                          $53.76    $54.21

    Cement                                                                               $82.92    $78.28


    (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) Includes tons marketed and sold on behalf of a third-party pursuant to a volumetric production payment (VPP) agreement.

    (e) Represents tons shipped primarily to our downstream operations (i.e., 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.

    (f) Freight-adjusted sales price is calculated as total sales dollars less freight to remote distribution sites divided by total sales units excluding third-party

         VPP tons.





                                                                                                                                                                                                                                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)

                                                                                                                                                                                                                 2013              2012
                                                                                                                                                                                                                 ----              ----



    Supplemental Disclosure of Cash Flow Information
    ------------------------------------------------

    Cash paid during the period for:

                                                                                                                                                                                                               $1,426              $175

    Interest

    Income taxes                                                                                                                                                                                                  584             1,816


    Supplemental Schedule of Noncash Investing and Financing Activities
    -------------------------------------------------------------------

    Accrued liabilities for purchases of property, plant & equipment                                                                                                                                            5,404             3,895


    2.   Reconciliation of Non-GAAP Measures


    Generally Accepted Accounting Principles (GAAP) does not define "free cash flow," "Aggregates segment 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, aggregates segment 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, Aggregates segment cash gross profit, EBITDA, cash earnings and other such measures to assess liquidity and the operating performance of our various business units and the
     consolidated company. We do not use these metrics as a measure to allocate resources. Additionally, we adjust EBITDA for certain items to provide a more consistent comparison of performance from period to period.
     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)

                                                                                                                                                                                              Three Months Ended

                                                                                                                                                                                                   March 31
                                                                                                                                                                                                   --------

                                                                                                                                                                                                                 2013              2012
                                                                                                                                                                                                                 ----              ----


    Net cash provided by (used for) operating activities                                                                                                                                                     $(12,867)          $29,144

    Purchases of property, plant & equipment                                                                                                                                                                  (26,851)          (18,848)
                                                                                                                                                                                                              -------           -------

    Free cash flow                                                                                                                                                                                           $(39,718)          $10,296
                                                                                                                                                                                                             ========           =======


    Aggregates segment Cash Gross Profit

    Aggregates segment cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization (DDA&A) to Aggregates segment gross profit.



                                                                                                                                                                                            (Amounts in thousands)

                                                                                                                                                                                              Three Months Ended

                                                                                                                                                                                                   March 31
                                                                                                                                                                                                   --------

                                                                                                                                                                                                                 2013              2012
                                                                                                                                                                                                                 ----              ----

    Aggregates segment

                                                                                                                                                                                                              $24,786           $34,049

    Gross profit

                                                                                                                                                                                                               55,889            62,361

    DDA&A


    Aggregates segment cash gross profit                                                                                                                                                                      $80,675           $96,410
                                                                                                                                                                                                              =======           =======


                                                                                                                                                                                                            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

                                                                                                                                                                       March 31
                                                                                                                                                                       --------

                                                                                                                                                                                           2013      2012      2011
                                                                                                                                                                                           ----      ----      ----


    Reconciliation of Net Loss to EBITDA and Cash Earnings


    Net loss                                                                                                                                                                           $(54,836) $(52,053) $(54,733)

    Benefit from income taxes                                                                                                                                                           (38,818)  (38,397)  (37,430)

    Interest expense, net                                                                                                                                                                52,752    52,266    42,250

    Earnings on discontinued operations, net of tax                                                                                                                                      (6,783)   (4,997)   (9,889)
                                                                                                                                                                                         ------    ------    ------

    EBIT                                                                                                                                                                                (47,685)  (43,181)  (59,802)

    Plus: Depreciation, depletion, accretion and amortization                                                                                                                            75,597    85,167    90,586
                                                                                                                                                                                         ------    ------    ------


    EBITDA                                                                                                                                                                              $27,912   $41,986   $30,784

    Less:  Interest expense, net                                                                                                                                                        (52,752)  (52,266)  (42,250)

     Current taxes                                                                                                                                                                        4,407     8,626   (11,600)
                                                                                                                                                                                          -----     -----   -------

    Cash earnings                                                                                                                                                                      $(20,433)  $(1,654) $(23,066)
                                                                                                                                                                                       ========   =======  ========


    Adjusted EBITDA and Adjusted EBIT


    EBITDA                                                                                                                                                                              $27,912   $41,986   $30,784

    Recovery from legal settlement                                                                                                                                                            -         -   (25,546)

    Gain on sale of real estate and businesses                                                                                                                                           (3,259)   (5,979)        -

    Restructuring charges                                                                                                                                                                 1,509     1,411         -

    Exchange offer costs                                                                                                                                                                      -    10,065         -
                                                                                                                                                                                            ---    ------       ---

    Adjusted EBITDA                                                                                                                                                                     $26,162   $47,483    $5,238

    Less: Depreciation, depletion, accretion and amortization                                                                                                                            75,597    85,167    90,586
                                                                                                                                                                                         ------    ------    ------

    Adjusted EBIT                                                                                                                                                                      $(49,435) $(37,684) $(85,348)
                                                                                                                                                                                       ========  ========  ========



    EBITDA Bridge                                                                                                                                                 Three Months Ended

    (Amounts in millions)                                                                                                                                              March 31
                                                                                                                                                                       --------

                                                                                                                                                                        EBITDA
                                                                                                                                                                        ------

    2012 Actual                                                                                                                                                                             $42

    Plus:  Gain on sale of real estate and businesses                                                                                                                                        (6)

    Restructuring charges                                                                                                                                                                     1

    Exchange offer costs                                                                                                                                                                     10
                                                                                                                                                                                            ---

    2012 Adjusted EBITDA                                                                                                                                                                     47


    Increase / (Decrease) due to:

    Aggregates:  Volumes                                                                                                                                                                     (9)

    Selling Prices                                                                                                                                                                           13

    Higher costs and other items                                                                                                                                                            (19)

    Concrete                                                                                                                                                                                 (1)

    Asphalt Mix                                                                                                                                                                               3

    Other                                                                                                                                                                                    (7)
                                                                                                                                                                                            ---

    2013 Adjusted EBITDA                                                                                                                                                                     27


    Plus:          Gain on sale of real estate and businesses                                                                                                                                 3

    Restructuring charges                                                                                                                                                                    (2)
                                                                                                                                                                                            ---

    2013 Actual                                                                                                                                                                             $28
                                                                                                                                                                                            ===

SOURCE Vulcan Materials Company