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APPLICABLE ONLY TO CORPORATE ISSUERS:

See accompanying Notes to Condensed Consolidated Financial Statements

See accompanying Notes to Condensed Consolidated Financial Statements

See accompanying Notes to Condensed Consolidated Financial Statements

1.   Basis of Presentation

2.   Stock-based Compensation

	Three Months Ended   March 31
	2003	2002
Net loss, as reported Add: Total stock-based employee   compensation expense included in   reported net loss under intrinsic   value based method for all awards,   net of related tax effects Deduct: Total stock-based employee   compensation expense determined   under fair value based method for   all awards, net of related tax effects	$ (17,550) 284      (1,459)	$ (8,913) 151      (1,367)
Pro forma net loss	$ (18,725)	$ (10,129)
Loss per share:   Basic, as reported   Basic, pro forma   Diluted, as reported   Diluted, pro forma	$(0.17) $(0.18) $(0.17) $(0.18)	$(0.09) $(0.10) $(0.09) $(0.10)

3.   Earnings (Loss) Per Share (EPS)

	Three Months Ended   March 31
	2003	2002
Weighted-average common shares   outstanding Dilutive effect of:     Stock options     Other Weighted-average common shares   outstanding, assuming dilution	101,779 416        176  102,371	101,614 929         96  102,639

4.   Effective Tax Rate

5.   Derivative Instruments

6.   Comprehensive Income

7.   Accounting Changes

BALANCE AS OF DECEMBER 31, 2002	$        --
Cumulative effect adjustment   Liabilities incurred   Liabilities (settled)   Accretion expense   Revisions up/(down)	99,259  - --   (1,412) 1,257            --
BALANCE AS OF MARCH 31, 2003	$ 99,104

8.   Guarantees

	Amount	Term	Maturity
Risk management requirement for   insurance claims Payment surety required by utilities Contractual reclamation/restoration   requirements	$ 17,489 5,179     3,856	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 26,524

9.   New Accounting Standards

10.  Segment Data

	Three Months Ended       March 31
	2003	2002
NET SALES   Construction Materials   Chemicals      Total	$ 392.0    158.4  $ 550.4	$ 400.6    133.9  $ 534.5
TOTAL REVENUES   Construction Materials   Chemicals      Total	$ 428.4    172.0  $ 600.4	$ 439.3    147.8  $ 587.1
EARNINGS (LOSS) BEFORE  INTEREST AND INCOME TAXES   Construction Materials   Chemicals      Total	$ 19.1     (4.8) $ 14.3	$ 43.6    (14.8) $ 28.8

	March 31    2003	Dec. 31    2002	March 31    2002
IDENTIFIABLE ASSETS   Construction Materials   Chemicals      Identifiable Assets   General corporate assets and other   Cash items        Total	$ 2,652.5       609.2  3,261.7  68.8        166.3  $ 3,496.8	$ 2,635.9       579.8  3,215.7  61.8        170.7  $ 3,448.2	$ 2,625.1       594.0  3,219.1  71.4         81.0  $ 3,371.5

11.  Supplemental Cash Flow Information

	2003	2002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION   Cash paid (refunded) during the period for:       Interest, net of amount capitalized       Income taxes	$ 7,338  (4,536)	$ 7,233  4,947

12.  Other Commitments and Contingent Liabilities

GENERAL COMMENTS

Results of any individual quarter are not necessarily indicative of results to be expected for the year due principally to the effect that weather can have on the sales and production volume of our Construction Materials segment. Normally, the highest sales and earnings of our Construction Materials segment are attained in the third quarter and the lowest are realized in the first quarter when sales and earnings are substantially below the levels realized in all subsequent quarters of the year.


Segment Earnings

Segment earnings are earnings before net interest and income taxes and after allocation of corporate expenses and income. Allocations are based on average capital employed and net sales.


Forward-Looking Statements

Certain matters discussed in this report contain forward-looking statements that are subject to risks, assumptions and uncertainties that could cause our actual results to differ materially from those projected. These risks, assumptions and uncertainties include, but are not limited to, those associated with general business conditions; the timing and amount of federal, state and local funding for infrastructure; the depressed demand for our chemical products; the highly competitive nature of the industries in which we operate; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; and other risks and uncertainties detailed from time to time in our periodic reports.

RESULTS OF OPERATIONS

The comparative analysis in this Management's Discussion and Analysis of Financial Condition and Results of Operations is based on net sales and cost of goods sold, which exclude delivery revenues and costs, and is consistent with the basis on which management reviews our results of operations.

First Quarter 2003 as Compared with First Quarter 2002

Net sales were $550.4 million, a 3% increase from the $534.5 million in the first quarter of 2002. While Chemicals' sales were up from the prior year, sales for our Construction Materials segment were down slightly. Net earnings were in a loss position for both first quarters 2003 and 2002 with unfavorable cumulative effect of accounting changes resulting in both periods' losses. The 2003 first quarter net loss was $17.5 million or $0.17 per share while the 2002 first quarter net loss was $8.9 million or $0.09 per share. Earnings before cumulative effect of accounting changes were $1.3 million or $0.01 per share for first quarter 2003 and $11.6 million or $0.11 per share for the same period 2002. This $0.10 decrease in earnings per share resulted from lower earnings in our Construction Materials segment.

Construction Materials' net sales of $392.0 million were 2% lower than last years' record first quarter sales as aggregates pricing was up 2% and volumes were down 3%. Aggregates shipments in March increased significantly over last year but were not enough to offset the impact of severe weather in February. Lower asphalt volumes in the California operations were due in part to last year's unseasonably dry weather, particularly in Los Angeles, and a reduction in highway project activity in the current year. The Chemicals segment reported first quarter net sales of $158.4 million, an 18% increase over the prior year. Pricing and volume for chlorine were up significantly over the first quarter of last year. Pricing for both chlorine and caustic soda continued to improve, resulting in favorable comparisons to the fourth quarter of last year. Volumes for certain other inorganic products increased modestly from first quarter 2002.

Earnings before interest and income taxes were $14.3 million as compared to $28.8 million in the first quarter of 2002. This $14.5 million shortfall resulted from a $24.5 million shortfall in Construction Materials as the Chemicals segment improved $10.0 million. Reduced production volumes in many of our plants in the Construction Materials segment resulted in higher unit production costs when compared to the first quarter of the prior year. Additionally, segment results were negatively impacted by higher medical and pension costs, higher unit costs for diesel and liquid asphalt, and an asset impairment charge referable to the closure of a lime plant near Chicago, Illinois. In the Chemicals segment, at a loss of $4.8 million, its $10.0 million improvement resulted both from the above-mentioned improved sales activity and a gain from the March 2003 sale of our Performance Chemicals' municipal wastewater business. The segment's chloralkali plants achieved higher operating rates versus the prior year. Natural g as prices were higher than last year's first quarter but the impact was mitigated by our hedging program.

Selling, administrative and general expenses of $59.5 million decreased 2% from the first quarter 2002 level. Other operating costs of $5.8 million were up $4.7 million due mostly to the above-mentioned asset impairment charge referable to the lime plant closure. The $1.6 million increase in minority interest income resulted from our partner's share in our Chloralkali joint venture's reduced earnings. Other income, net of other charges, of $4.8 million increased $4.2 million from the prior year due mainly to the gain from the sale of our Performance Chemicals' municipal wastewater business.

Interest expense of $13.5 million increased $0.4 million from first quarter of 2002 due to a $0.6 million reduction in the capitalized interest cost credit resulting from the decreased level of capital spending requiring the capitalization of interest.

The cumulative effect of accounting changes resulted from the adoption of new accounting standards. In 2003 we adopted FAS 143 as described in Note 7 to the Financial Statements and recognized a cumulative, one-time, non-cash loss of $18.8 million or $0.18 per share. In 2002 we adopted SFAS No. 142, "Goodwill and Other Intangible Assets" (FAS 142) and the $20.5 million cumulative loss resulted from the impairment of Performance Chemicals' goodwill.

Working Capital

Working capital, the excess of current assets over current liabilities, totaled $494.6 million at March 31, 2003. This represented a $2.7 million increase from our December 31, 2002 level and a $111.3 million increase from our March 31, 2002 level. The increase from the March 2002 level resulted primarily from a $85.3 million increase in cash and a $25.8 million increase in receivables. The increase in receivables was due to the increased amount of sales revenue in the month of March 2003 when compared to March 2002 as days sales outstanding remained constant.

The current ratio was 2.6 as of March 31, 2003. This compares to the 2.7 ratio at year-end 2002 and the 2.2 ratio at March 31, 2002. The increase in the current ratio from March 31, 2002 resulted primarily from the before mentioned $85.3 million increase in cash.

Cash Flows

Net cash provided by operating activities totaled $73.2 million in the first three months of 2003, down from the $92.6 million generated in the same period last year. This $19.4 million decrease in cash provided by operating activities reflected both lower earnings and an increase in working capital requirements, primarily receivables. Net cash used for investing activities of $47.0 million decreased $23.7 million from the first three months of 2002 due to decreased capital spending. Net cash used for financing activities decreased $11.1 million to total $30.6 million for the three months ended March 2003. This decrease resulted primarily from a reduction in debt payments in the current period.

Short-term Borrowings

Short-term borrowings consisted of the following (amounts in thousands):

	March 31    2003	Dec. 31    2002	March 31    2002
Bank borrowings Other notes payable   Total notes payable	$ 35,272           --  $ 35,272	$ 37,255          43 $ 37,298	$ 42,752           --  $ 42,752

Long-term Obligations

Long term obligations measures are summarized below (amounts in thousands, except percentages):

Guarantees

We have guarantee contracts in the form of irrevocable standby letters of credit. Our commercial banks issue standby letters of credit to secure our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. 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 the terms. Because banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until the standby letters of credit expire or are cancelled.

Our standby letters of credit as of March 31, 2003 are summarized in the table below (in thousands of dollars):

	Amount	Term	Maturity
Risk management requirement for   insurance claims Payment surety required by utilities Contractual reclamation/restoration   requirements	$ 17,489 5,179     3,856	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 26,524

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our latest annual report on Form 10-K. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expense, and the related disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. The result of these estimates form our basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results ma y differ from these estimates.

We believe that estimates, assumptions and judgments involved in the accounting policies described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our most recent annual report on Form 10-K have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies.

As a result of our January 1, 2003 adoption of FAS 143, we have made changes to our accounting policy for reclamation costs. We consider this revised policy as a critical accounting policy due to the significant level of estimates, assumptions and judgments and its potential significant impact on our consolidated financial statements.

Reclamation Costs

Reclamation costs resulting from the normal use of long-lived assets are recorded as incurred only if there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from the normal use of a mineral lease are recorded as incurred only if there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.

In determining the fair value of the obligation, we estimate the cost for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is then recorded at fair value using present value techniques and a discount rate commensurate with the estimated years to settlement.

In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.

Reclamation obligations are reviewed as least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would either result in a revision to the cost or a change in the estimated settlement date. Examples of a triggering change in the cost would include a new reclamation law or a mineral lease amendment. Examples of a triggering change in the estimated settlement date would include the acquisition of additional reserves or the closure of a facility.

We are exposed to certain market risks arising from transactions that we enter into in the normal course of business. In order to manage or reduce this market risk, we utilize derivative financial instruments. To date, we have used commodity swap and option contracts to reduce our exposure to fluctuations in prices for natural gas. The fair values of these contracts were as follows: March 31, 2003 - $4.2 million favorable; December 31, 2002 - $3.9 million favorable; and March 31, 2002 - $2.4 million unfavorable. As a result of a hypothetical 10% reduction in the price of natural gas, we would experience a potential decline in the fair value of our underlying commodity swap and option contracts based on the fair value at March 31, 2003 of approximately $2.3 million.

We are exposed to interest rate risk due to our various long-term debt instruments. Because substantially all of our debt is at fixed rates, a decline in interest rates would result in an increase in the fair market value of the liability. At March 31, 2003, the estimated fair market value of our debt instruments was $985.9 million as compared to our book value of $898.5 million. The effect of a hypothetical decline in interest rates of 1% would increase our fair market value of the liability by approximately $31.4 million.

We maintain a system of controls and procedures to provide reasonable assurance as to the reliability of our financial statements and other disclosures included in this report, as well as to safeguard our assets from unauthorized use or disposition. We evaluated the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, within 90 days prior to the filing date of this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission filings. No significant changes were made to our internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date       April 30, 2003