New Jersey
(State or other jurisdiction of incorporation or organization) |
20-8579133
(I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $1 par value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Aggregate market value of voting stock held by non-affiliates as of June 30, 2008: | $6,309,460,043 | |
Number of shares of common stock, $1.00 par value, outstanding as of February 16, 2009: | 110,361,738 |
(1) | Portions of the registrants annual proxy statement for the annual meeting of its shareholders to be held on May 8, 2009, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
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IV | 108 | |||||||
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EX-10(F) | ||||||||
EX-10(G) | ||||||||
EX-12 | ||||||||
EX-21 | ||||||||
EX-23 | ||||||||
EX-24 | ||||||||
EX-31(A) | ||||||||
EX-31(B) | ||||||||
EX-32(A) | ||||||||
EX-32(B) |
1
2
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98
99
100
101
102
103
104
105
106
107
108
109
110
E-1
E-2
E-3
general economic and business conditions;
changes in interest rates;
the timing and amount of federal, state and local funding for
infrastructure;
changes in the level of spending for residential and private nonresidential
construction;
the highly competitive nature of the construction materials industry;
the impact of future regulatory or legislative action;
the outcome of pending legal proceedings;
pricing of our products;
weather and other natural phenomena;
energy costs;
costs of hydrocarbon-based raw materials;
healthcare costs;
the timing and amount of any future payments to be received under the 5CP
earn-out contained in the agreement for the divestiture of our Chemicals
business;
our ability to secure and permit aggregates reserves in strategically
located areas;
our ability to manage and successfully integrate acquisitions;
the risks and uncertainties related to the acquisition of Florida Rock
including our ability to successfully integrate the operations of Florida Rock
and to achieve the anticipated cost savings and operational synergies;
the possibility that business may suffer because managements attention is
diverted to integration concerns;
the impact of the global financial crisis on our business and financial
condition;
the risks set forth in Item 1A Risk Factors, Item 3 Legal Proceedings,
Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations, and Note 12 Other Commitments and Contingencies to
the consolidated financial statements in Item 8 Financial Statements and
Supplementary Data, all as set forth in this report; and
other assumptions, risks and uncertainties detailed from time to time in
our filings made with the Securities and Exchange Commission.
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Aggregates
Asphalt mix and Concrete
Cement
Total
2
(Millions of dollars)
$
7,528.2
$
767.6
$
435.2
$
8,914.2
7,207.8
875.6
587.9
8,936.4
2,889.3
313.5
0
3,427.8
(Millions of dollars)
$
657.6
$
74.4
$
17.7
$
749.7
828.7
122.2
0
950.9
819.0
112.9
0
931.9
(Millions of dollars)
$
2,406.8
$
1,201.2
$
106.5
$
3,453.1
2,448.2
765.9
14.1
3,090.1
2,405.5
760.9
0
3,041.1
65
%
32
%
3
%
crushed stone
asphalt mix
Portland cement
sand and gravel
ready-mixed concrete
Masonry cement
concrete block
prestressed and precast
concrete products
public construction
public construction
public construction
private nonresidential
private nonresidential
private nonresidential
private residential
private residential
private residential
railroad ballast
agricultural
chemical
truck, rail, barge and
truck
truck and rail
ocean-going vessels
asphalt mix and ready-mixed
road and highway contractors
ready-mixed concrete producers
concrete producers
nonresidential building
concrete products producers
concrete products producers
contractors
our Asphalt mix and Concrete segment
construction contractors
nonresidential parking lot
railroads
contractors
our Asphalt mix and
residential contractors
Concrete segment
1
Amounts exclude Florida Rock prior to the November 16, 2007 merger with Vulcan.
2
The total of identifiable assets includes general corporate assets and cash items of
$183.2 million in 2008, $265.1 million in
2007 and $225.0 million in 2006. The total net dollar sales includes the elimination of
intersegment sales of $261.4 million in 2008,
$138.1 million in 2007 and $125.3 million in 2006.
3
Net sales excluding the elimination of intersegment sales.
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Percentage of Aggregates Reserves by Rock Type
Estimated Years
Sand &
of Life (1)
Sedimentary
Metamorphic
Igneous
Gravel
66
20.6
%
13.5
%
64.2
%
1.7
%
69
100.0
%
0.0
%
0.0
%
0.0
%
63
98.8
%
0.0
%
0.0
%
1.2
%
56
1.3
%
94.2
%
4.5
%
0.0
%
46
96.3
%
0.5
%
0.8
%
2.4
%
39
98.8
%
0.0
%
0.4
%
0.8
%
27
0.0
%
0.0
%
23.0
%
77.0
%
30
34.2
%
0.0
%
1.4
%
64.4
%
52
51.4
%
20.2
%
19.4
%
9.0
%
(1)
Estimated years of life of aggregates reserves are based on the average annual rate of production of each
regional division for the most recent three-year period, except that if reserves are acquired or if
production has been reactivated during that period, the estimated years of life are based on the annual
rate of production from the date of such acquisition or reactivation. Revisions may be necessitated by such
occurrences as changes in zoning laws governing facility properties, changes in aggregates specifications
required by major customers and passage of government regulations applicable to aggregates operations.
Estimates also are revised when and if additional geological evidence indicates that a revision is
necessary. For 2008, the total three-year average annual rate of production was 257 million tons, as
described above. These production rates include Florida Rocks production for periods prior to the November
16, 2007 acquisition by Vulcan.
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Estimated
Years of Life
Lease
Average Annual
At Average
Expiration
Rock
Production Rate
Rate of
Nature of
Date, if
Distribution
(nearest major metropolitan area)
Product
(millions of tons)
Production (1)
Interest
Applicable
Method
Sedimentary
9.8
69
Owned
oceangoing vessel, truck
Sedimentary
3.4
Over 100
Owned
truck, rail
Sedimentary
7.4
61
Owned
truck
Sedimentary
0.8
Over 100
Owned
truck
Metamorphic
1.4
Over 100
Owned
truck
Igneous
4.2
60
27% Leased 73% Owned
(2)
truck, rail
Sedimentary
3.6
60
Leased
2035
truck
Metamorphic
1.3
Over 100
33% Leased 67% Owned
(3)
truck
Sedimentary
0.4
Over 100
Leased
(4)
truck
Sedimentary
7.2
26
Leased
(5)
truck, rail, barge
(1)
Estimated years of life of aggregates reserves are based on the average annual rate of production of the facility for the most recent three-year
period, except that if reserves are acquired or if production has been reactivated during that period, the estimated years of life are based on
the annual rate of production from the date of such acquisition or reactivation. Revisions may be necessitated by such occurrences as changes in
zoning laws governing facility properties, changes in aggregates specifications required by major customers and passage of government regulations
applicable to aggregates operations. Estimates also are revised when and if additional geological evidence indicates that a revision is necessary.
(2)
Leases expire as follows: 81% in 2025 and 19% in 2027.
(3)
Leases expire as follows: 73% in 2058 and 27% in 2044.
(4)
Lease renewable by us through 2044.
(5)
Lease does not expire until reserves are exhausted. The surface rights are owned by us.
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The names, positions and ages, as of February 28, 2009, of our executive officers are as follows:
Name
Position
Age
Chairman and Chief Executive Officer
60
Senior Vice President, Construction Materials Group
60
Senior Vice President, General Counsel
57
Senior Vice President, Construction Materials-West
61
Senior Vice President, Chief Financial Officer
56
Senior Vice President, Construction Materials-East
57
Vice President, Controller and Chief Information Officer
51
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Common Stock Prices
2008
High
Low
Dividends Declared
$
79.75
$
60.20
$
0.49
84.73
59.26
0.49
100.25
49.39
0.49
77.95
39.52
0.49
2007
High
Low
$
125.79
$
87.27
$
0.46
128.62
111.46
0.46
116.52
80.50
0.46
96.09
77.04
0.46
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Years ended December 31,
2008
2007
2006
2005
2004
(Amounts in millions, except per share data)
$
3,453.1
$
3,090.1
$
3,041.1
$
2,615.0
$
2,213.2
$
3,651.4
$
3,327.8
$
3,342.5
$
2,895.3
$
2,454.3
$
749.7
$
950.9
$
931.9
$
708.8
$
584.3
$
(1.7
)
$
463.1
$
480.2
$
344.1
$
262.5
(2.4
)
(12.2
)
(10.0
)
44.9
26.2
$
(4.1
)
$
450.9
$
470.2
$
389.1
$
288.7
$
(0.02
)
$
4.77
$
4.92
$
3.37
$
2.56
(0.02
)
(0.12
)
(0.10
)
0.44
0.26
$
(0.04
)
$
4.65
$
4.82
$
3.81
$
2.82
$
(0.02
)
$
4.66
$
4.81
$
3.31
$
2.53
(0.02
)
(0.12
)
(0.10
)
0.43
0.25
$
(0.04
)
$
4.54
$
4.71
$
3.74
$
2.78
$
8,914.2
$
8,936.4
$
3,427.8
$
3,590.4
$
3,667.5
$
2,153.6
$
1,529.8
$
322.1
$
323.4
$
604.5
$
3,522.7
$
3,759.6
$
2,010.9
$
2,133.6
$
2,020.8
$
1.96
$
1.84
$
1.48
$
1.16
$
1.04
(1)
Earnings (loss) from continuing operations during 2008
includes an after tax goodwill impairment charge of $227.6
million, or $2.07 per diluted share, related to our Cement
segment in Florida.
(2)
Discontinued operations include the results from
operations attributable to our former Chloralkali and
Performance Chemicals businesses, divested in 2005 and
2003, respectively.
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$
668
(210
)
115
(76
)
(48
)
18
(53
)
(253
)
74
(44
)
(128
)
12
$
75
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$
703
7
7
(13
)
44
(25
)
(27
)
4
(32
)
$
668
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2008
2007
2006
$
3,217
$
32,981
$
50,374
36,734
0
0
$
39,951
$
32,981
$
50,374
$
1,082,500
$
1,260,500
$
2,500
0
831,000
196,400
$
1,082,500
$
2,091,500
$
198,900
$
(1,042,549
)
$
( 2,058,519
)
$
( 148,526
)
2 days
2 to 22 days
January 2007
1.63
%
4.88
%
5.58
%
n/a
2 to 28 days
2 to 36 days
n/a
4.92
%
5.32
%
2008
2007
2006
$
60,000
$
0
$
0
250,000
0
0
0
33,000
0
1,685
2,181
630
$
311,685
$
35,181
$
630
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2008
2007
2006
$
311,685
$
35,181
$
630
1,082,500
2,091,500
198,900
2,153,588
1,529,828
322,064
$
3,547,773
$
3,656,509
$
521,594
$
3,547,773
$
3,656,509
$
521,594
3,522,736
3,759,600
2,010,899
$
7,070,509
$
7,416,109
$
2,532,493
50.2
%
49.3
%
20.6
%
6.72
%
6.67
%
6.42
%
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Payments Due by Year
Note Reference
Total
2009
2010-2011
2012-2013
Thereafter
Note 6
$
1,082.5
$
1,082.5
$
0.0
$
0.0
$
0.0
1.4
1.4
0.0
0.0
0.0
Note 6
2,467.1
311.7
570.6
562.6
1,022.2
Note 6
1,199.6
137.8
233.6
179.2
649.0
Note 7
125.4
27.9
39.2
27.9
30.4
Note 12
194.9
14.8
21.2
15.4
143.5
Note 12
25.0
25.0
0.0
0.0
0.0
Note 12
88.4
28.9
25.4
16.8
17.3
Note 10
528.7
38.7
86.7
99.3
304.0
$
5,713.0
$
1,668.7
$
976.7
$
901.2
$
2,166.4
1
Lines of credit drawn represent borrowings under our five-year credit facility which expires November 16, 2012.
2
Noncapital unconditional purchase obligations relate primarily to transportation and electrical contracts.
3
Payments in Thereafter column for benefit plans are for the years 2014-2018.
4
The above table excludes discounted asset retirement obligations in the amount
of $173.4 million at December 31, 2008, the majority of which have an estimated
settlement date beyond 2013 (see Note 17 to the consolidated financial statements).
5
The above table excludes unrecognized tax benefits in the amount of $18.1 million
at December 31, 2008, as we cannot make a reasonably reliable estimate of the amount and
period of related future payment of these FIN 48 liabilities (for more details, see Note 9
to the consolidated financial statements).
Amount and Year of Expiration
Total Facilities
2009
2010-2011
2012-2013
Thereafter
$
1,672.5
$
172.5
$
0.0
$
1,500.0
$
0.0
116.1
116.0
0.0
0.1
0.0
$
1,788.6
$
288.5
$
0.0
$
1,500.1
$
0.0
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Amount
$
45.6
0.4
55.9
14.2
$
116.1
2008
2007
2006
0
44,123
6,757,361
$
0.0
$
4.8
$
522.8
$
0.00
$
108.78
$
77.37
0
0
45,098,644
$
0.00
$
0.00
$
28.78
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Acquisition related costs, such as legal and due diligence costs, be expensed as incurred.
Acquirer shares issued as consideration be recorded at fair value as of the acquisition date.
Contingent consideration arrangements be included in the purchase price allocation at their
acquisition date fair value.
With certain exceptions, pre-acquisition contingencies be recorded at fair value.
Negative goodwill be recognized as income rather than as a pro rata reduction of the value
allocated to particular assets.
Restructuring plans be recorded in purchase accounting only if the requirements in FASB
Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, are
met as of the acquisition date.
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Qualitative disclosure about the objectives and strategies for using derivative instruments.
Tabular disclosures of the fair value amounts of derivative instruments, their gains and
losses and locations within the financial statements.
Disclosure of any features in a derivative instrument that are credit-risk related.
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Discount Rate
The discount rate is used in calculating the present
value of benefits, which is based on projections of benefit payments
to be made in the future.
Expected Return on Plan Assets
We project the future return on plan
assets based principally on prior performance and our expectations for
future returns for the types of investments held by the plan as well
as the expected long-term asset allocation of the plan. These
projected returns reduce the recorded net benefit costs.
Rate of Compensation Increase
For salary-related plans only, we
project employees annual pay increases, which are used to project
employees pension benefits at retirement.
Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits
We project the expected increases in the cost of covered healthcare
benefits.
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(Favorable) Unfavorable
0.5 Percentage Point Increase
0.5 Percentage Point Decrease
Increase (Decrease)
Increase (Decrease)
Increase (Decrease)
Increase (Decrease)
in Benefit Obligation
in Benefit Cost
in Benefit Obligation
in Benefit Cost
$
(35.6
)
$
(3.9
)
$
39.4
$
1.9
(4.2
)
(0.2
)
4.5
0.4
not applicable
(3.2
)
not applicable
3.2
7.9
1.8
(7.2
)
(2.0
)
5.0
0.9
(4.4
)
(0.7
)
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March 2, 2009
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For the years ended December 31
Amounts and shares in thousands, except per share data
2008
2007
2006
$
3,453,081
$
3,090,133
$
3,041,093
198,357
237,654
301,382
3,651,438
3,327,787
3,342,475
2,703,369
2,139,230
2,109,189
198,357
237,654
301,382
2,901,726
2,376,884
2,410,571
749,712
950,903
931,904
342,584
289,604
264,276
252,664
0
0
94,227
58,659
5,557
(411
)
5,541
(21,904
)
249,102
714,417
695,089
(4,357
)
(5,322
)
28,541
3,126
6,625
6,171
172,813
48,218
26,310
75,058
667,502
703,491
92,346
199,931
221,094
(15,622
)
4,485
2,219
76,724
204,416
223,313
(1,666
)
463,086
480,178
(4,059
)
(19,327
)
(16,624
)
1,610
7,151
6,660
(2,449
)
(12,176
)
(9,964
)
$
(4,115
)
$
450,910
$
470,214
$
(0.02
)
$
4.77
$
4.92
$
(0.02
)
$
(0.12
)
$
(0.10
)
$
(0.04
)
$
4.65
$
4.82
$
(0.02
)
$
4.66
$
4.81
$
(0.02
)
$
(0.12
)
$
(0.10
)
$
(0.04
)
$
4.54
$
4.71
$
1.96
$
1.84
$
1.48
109,774
97,036
97,577
109,774
99,403
99,777
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As of December 31
Amounts and shares in thousands, except per share data
2008
2007
2006
$
10,194
$
34,888
$
55,230
36,734
0
0
326,204
383,029
344,114
30,773
38,832
47,346
364,311
356,318
243,537
71,205
44,210
25,579
54,469
40,177
15,388
0
259,775
0
893,890
1,157,229
731,194
27,998
25,445
6,664
4,155,812
3,620,094
1,869,114
3,083,013
3,789,091
620,189
673,792
121,924
70,296
79,664
222,587
130,377
$
8,914,169
$
8,936,370
$
3,427,834
$
311,685
$
35,181
$
630
1,082,500
2,091,500
198,900
147,104
219,548
154,215
44,858
92,134
74,084
14,384
16,057
4,671
0
1,397
11,980
62,535
66,061
43,028
0
6,309
0
1,663,066
2,528,187
487,508
2,153,588
1,529,828
322,064
949,036
671,518
287,905
34,770
36,640
34,576
198,415
55,991
35,390
105,560
99,188
85,308
173,435
131,383
114,829
113,154
123,625
49,355
409
410
0
5,391,433
5,176,770
1,416,935
110,270
108,234
139,705
1,734,835
1,607,865
191,695
1,862,913
2,083,718
2,982,526
(185,282
)
(40,217
)
(4,953
)
0
0
(1,298,074
)
3,522,736
3,759,600
2,010,899
$
8,914,169
$
8,936,370
$
3,427,834
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For the years ended December 31
Amounts in thousands
2008
2007
2006
$
(4,115
)
$
450,910
$
470,214
389,060
271,475
226,370
252,664
0
0
(94,227
)
(58,659
)
(5,557
)
0
0
(24,841
)
(3,127
)
(1,808
)
(1,433
)
19,096
16,942
14,352
61,352
44,779
(56,599
)
(7,630
)
(29,508
)
(28,552
)
(26,994
)
(18,631
)
(2,534
)
(12,893
)
27,191
1,801
(8,062
)
(20,996
)
9,895
(3,070
)
18,727
(35,806
)
(125,167
)
(22,541
)
2,968
4,609
10,142
11,848
6,752
(1,307
)
(1,602
)
(13,063
)
21,428
(1,175
)
435,185
708,144
579,349
(353,196
)
(483,322
)
(435,207
)
25,542
88,939
7,918
0
0
24,849
225,783
30,560
141,916
(84,057
)
(3,297,898
)
(20,531
)
0
0
175,140
(1,201
)
5,026
304
(36,734
)
0
0
28,646
0
0
6,177
2,396
604
(189,040
)
(3,654,299
)
(105,007
)
(1,009,000
)
1,892,600
198,900
(48,794
)
(2,042
)
(272,532
)
0
(33
)
0
949,078
1,223,579
0
(5,633
)
(9,173
)
0
(32,474
)
(57,303
)
0
0
(4,800
)
(522,801
)
55,072
0
0
(214,783
)
(181,315
)
(144,082
)
24,602
35,074
28,889
11,209
29,220
17,376
(116
)
6
0
(270,839
)
2,925,813
(694,250
)
(24,694
)
(20,342
)
(219,908
)
34,888
55,230
275,138
$
10,194
$
34,888
$
55,230
Table of Contents
Accumulated
Capital in
Other
Common Stock
1
Excess of
Retained
Comprehensive
Treasury Stock
Amounts and shares in thousands, except per share data
Shares
Amount
Par Value
Earnings
Income (Loss)
Shares
Amount
Total
139,705
$
139,705
$
136,675
$
2,656,771
$
(2,213
)
(39,379
)
$
(785,053
)
$
2,145,885
0
0
0
470,214
0
0
0
470,214
0
0
0
0
(1,027
)
0
0
(1,027
)
0
0
22,915
0
0
1,037
9,780
32,695
0
0
14,352
0
0
0
0
14,352
0
0
17,376
0
0
0
0
17,376
0
0
377
(377
)
0
0
0
0
0
0
0
0
0
(6,757
)
(522,801
)
(522,801
)
0
0
0
(144,082
)
0
0
0
(144,082
)
0
0
0
0
75
0
0
75
adjustment for initial effects of FAS 158
139,705
139,705
191,695
2,982,526
(3,165
)
(45,099
)
(1,298,074
)
2,012,687
0
0
0
0
(1,788
)
0
0
(1,788
)
139,705
$
139,705
$
191,695
$
2,982,526
$
(4,953
)
(45,099
)
$
(1,298,074
)
$
2,010,899
0
0
0
450,910
0
0
0
450,910
26
26
26,566
0
0
1,042
10,858
37,450
0
0
16,942
0
0
0
0
16,942
0
0
29,220
0
0
0
0
29,220
0
0
497
(497
)
0
0
0
0
0
0
0
0
0
(44
)
(4,800
)
(4,800
)
0
0
0
(181,315
)
0
0
0
(181,315
)
0
0
0
0
(55,922
)
0
0
(55,922
)
0
0
0
0
20,658
0
0
20,658
12,604
12,604
1,423,883
0
0
0
0
1,436,487
0
0
0
(940
)
0
0
0
(940
)
0
0
0
11
0
0
0
11
(44,101
)
(44,101
)
(80,938
)
(1,166,977
)
0
44,101
1,292,016
0
108,234
$
108,234
$
1,607,865
$
2,083,718
$
(40,217
)
0
$
0
$
3,759,600
0
$
0
$
0
$
(1,312
)
$
8,981
0
$
0
$
7,669
108,234
$
108,234
$
1,607,865
$
2,082,406
$
(31,236
)
0
$
0
$
3,767,269
0
0
0
(4,115
)
0
0
0
(4,115
)
884
884
17,130
0
0
0
0
18,014
0
0
19,096
0
0
0
0
19,096
0
0
11,209
0
0
0
0
11,209
0
0
593
(593
)
0
0
0
0
0
0
0
(214,783
)
0
0
0
(214,783
)
0
0
0
0
(672
)
0
0
(672
)
0
0
0
0
(153,375
)
0
0
(153,375
)
1,152
1,152
78,948
0
0
0
0
80,100
0
0
(6
)
(2
)
1
0
0
(7
)
110,270
$
110,270
$
1,734,835
$
1,862,913
$
(185,282
)
0
$
0
$
3,522,736
1
Common stock, $1 par value, 480 million shares authorized in 2008, 2007 and 2006
For the years ended December 31
2008
2007
2006
$
(4,115
)
$
450,910
$
470,214
(154,047
)
(35,264
)
(952
)
$
(158,162
)
$
415,646
$
469,262
Table of Contents
Note 1 Summary of Significant Accounting Policies
Table of Contents
Table of Contents
2008
2007
2006
$
365,177
$
253,764
$
209,195
0
0
19
$
365,177
$
253,764
$
209,214
$
7,896
$
6,042
$
6,768
0
0
0
$
7,896
$
6,042
$
6,768
$
7,082
$
5,866
$
5,499
0
0
0
$
7,082
$
5,866
$
5,499
$
178
$
185
$
155
0
0
0
$
178
$
185
$
155
$
8,727
$
5,618
$
4,734
0
0
0
$
8,727
$
5,618
$
4,734
$
389,060
$
271,475
$
226,351
0
0
19
$
389,060
$
271,475
$
226,370
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;
Table of Contents
Level 3:
Inputs that are unobservable and significant to the overall fair
value measurement.
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
$
36,734
$
0
$
36,734
$
0
(19
)
0
(19
)
0
(16,247
)
0
(16,247
)
0
$
20,468
$
0
$
20,468
$
0
Table of Contents
Table of Contents
Table of Contents
the nominal vesting period or
the period until the employees award becomes nonforfeitable upon
reaching eligible retirement age under the terms of the award.
Unrecognized
Expected
Compensation
Weighted-average
Expense
Recognition (Years)
$
3,364
1.9
10,196
1.7
11,880
0.8
$
25,440
1.3
2008
2007
2006
$
17,800
$
18,261
$
22,670
7,038
7,319
8,901
Table of Contents
Discount Rate
The discount rate is used in calculating the present
value of benefits, which is based on projections of benefit payments
to be made in the future.
Expected Return on Plan Assets
We project the future return on plan
assets based principally on prior performance and our expectations for
future returns for the types of investments held by the plan as well
as the expected long-term asset allocation of the plan. These
projected returns reduce the recorded net benefit costs.
Rate of Compensation Increase
For salary-related plans only, we
project employees annual pay increases, which are used to project
employees pension benefits at retirement.
Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits
We project the expected increases in the cost of covered healthcare
benefits.
Table of Contents
Table of Contents
Table of Contents
2008
2007
2006
109,774
97,036
97,577
0
1,903
1,758
0
464
442
109,774
99,403
99,777
2008
2007
2006
3,310
407
6
Acquisition related costs, such as legal and due diligence costs, be expensed as incurred.
Acquirer shares issued as consideration be recorded at fair value as of the acquisition date.
Contingent consideration arrangements be included in the purchase price allocation at their
acquisition
Table of Contents
date fair value.
With certain exceptions, pre-acquisition contingencies be recorded at fair value.
Negative goodwill be recognized as income rather than as a pro rata reduction of the value
allocated to particular assets.
Restructuring plans be recorded in purchase accounting only if the requirements in FASB
Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, are
met as of the acquisition date.
Qualitative disclosure about the objectives and strategies for using derivative instruments.
Tabular disclosures of the fair value amounts of derivative instruments, their gains and
losses and locations within the financial statements.
Disclosure of any features in a derivative instrument that are credit-risk related.
Table of Contents
Table of Contents
2008
2007
2006
2005
$
0
$
0
$
0
$
214,000
0
0
10,202
0
0
0
0
(4,746
)
10,014
8,418
3,856
0
0
22,142
127,858
0
$
10,014
$
30,560
$
141,916
$
209,254
$
0
$
0
$
0
$
(62,701
)
0
0
0
(2,471
)
$
0
$
0
$
0
$
(65,172
)
$
10,014
$
30,560
$
141,916
$
144,082
Table of Contents
2008
2007
2006
($4,059
)
($19,327
)
($16,624
)
2008
2007
2006
$
295,525
$
286,591
$
214,508
28,568
28,330
9,967
4,475
4,115
1,619
35,743
37,282
17,443
$
364,311
$
356,318
$
243,537
Table of Contents
2008
2007
2006
$
2,043,702
$
1,429,820
$
757,157
150,922
155,242
87,681
4,001,194
3,782,053
2,751,459
7,508
7,159
7,514
153,360
133,043
116,595
279,187
298,472
177,212
$
6,635,873
$
5,805,789
$
3,897,618
2,480,061
2,185,695
2,028,504
$
4,155,812
$
3,620,094
$
1,869,114
2008
2007
2006
$
14,243
$
5,130
$
5,000
187,056
53,348
31,310
Table of Contents
Table of Contents
2008
2007
2006
$
1,082,500
$
1,260,500
$
2,500
0
831,000
196,400
$
1,082,500
$
2,091,500
$
198,900
2 days
2 to 22 days
January 2007
1.63
%
4.88
%
5.58
%
n/a
2 to 28 days
2 to 36 days
n/a
4.92
%
5.32
%
Table of Contents
2008
2007
2006
$
285,000
$
0
$
0
249,543
0
0
399,595
0
0
325,000
325,000
0
299,565
299,471
0
349,822
349,808
0
249,311
249,305
0
250,000
250,000
250,000
15,375
48,844
49,335
21,000
21,000
21,000
17,550
17,550
0
3,512
4,031
2,359
$
2,465,273
$
1,565,009
$
322,694
311,685
35,181
630
$
2,153,588
$
1,529,828
$
322,064
$
1,843,479
$
1,548,084
$
332,611
1
Includes a decrease for unamortized discounts of
$457 thousand as of December 31, 2008. The effective interest rate for
these 5-year notes is 7.47%.
2
Includes a decrease for unamortized discounts of
$405 thousand as of December 31, 2008. The effective interest rate for
these 10-year notes is 7.86%.
3
Includes a decrease for unamortized discounts of
$435 thousand and $529 thousand as of December 31, 2008 and December
31, 2007, respectively. The effective interest rate for these 5-year
notes is 6.58%.
4
Includes a decrease for unamortized discounts of
$178 thousand and $192 thousand as of December 31, 2008 and December
31, 2007, respectively. The effective interest rate for these 10-year
notes is 7.39%.
5
Includes a decrease for unamortized discounts of
$689 thousand and $695 thousand as of December 31, 2008 and December
31, 2007, respectively. The effective interest rate for these 30-year
notes is 8.04%.
Table of Contents
Table of Contents
Payments of Long-term Debt
Total
Principal
Interest
$
449,487
$
311,688
$
137,799
513,526
385,388
128,138
290,734
185,249
105,485
404,751
302,452
102,299
337,053
260,166
76,887
2008
2007
2006
$
34,263
$
28,674
$
28,364
39,169
33,904
33,021
$
73,432
$
62,578
$
61,385
Future Minimum Operating Lease Payments
$
27,853
20,673
18,508
16,266
11,603
30,465
$
125,368
Table of Contents
2008
2007
2006
$
8,366
$
4,086
$
7,792
5,342
5,670
5,602
$
13,708
$
9,756
$
13,394
2008
2007
2006
$
45,445
$
643,350
$
678,080
29,613
24,152
25,411
$
75,058
$
667,502
$
703,491
2008
2007
2006
$
64,428
$
172,149
$
178,468
20,883
21,894
36,695
7,035
5,888
5,931
92,346
199,931
221,094
(13,945
)
6,601
627
(1,724
)
(488
)
2,254
47
(1,628
)
(662
)
(15,622
)
4,485
2,219
$
76,724
$
204,416
$
223,313
Table of Contents
2008
2007
2006
35.0
%
35.0
%
35.0
%
-37.4
%
-4.8
%
-4.6
%
14.8
%
2.7
%
3.5
%
2.2
%
0.3
%
0.2
%
86.6
%
0.0
%
0.0
%
-4.0
%
-0.4
%
-0.3
%
-2.9
%
-1.0
%
-0.8
%
-5.1
%
-0.7
%
0.0
%
-6.6
%
-0.4
%
-0.8
%
9.2
%
0.2
%
0.0
%
2.0
%
-0.3
%
-0.2
%
9.3
%
0.0
%
0.0
%
-0.9
%
0.0
%
-0.3
%
102.2
%
30.6
%
31.7
%
2008
2007
2006
$
59,887
$
0
$
0
43,117
44,392
30,049
46,020
27,024
10,788
3,333
3,110
1,429
415
1,593
11,989
55,338
29,826
25,221
38,181
36,558
0
22,024
23,909
17,589
(6,057
)
0
0
30,081
13,380
18,669
292,339
179,792
115,734
905,957
681,453
300,936
0
39,947
26,665
244,010
63,526
34,697
20,203
22,174
15,762
1,170,170
807,100
378,060
$
877,831
$
627,308
$
262,326
Table of Contents
2008
2007
2006
$
( 71,205
)
$
( 44,210
)
$
( 25,579
)
949,036
671,518
287,905
$
877,831
$
627,308
$
262,326
2008
2007
$
7,480
$
9,700
482
2,148
6,189
2,323
5,250
(1,009
)
(1,900
)
0
0
(261
)
(281
)
0
(4,510
)
$
18,131
$
7,480
Table of Contents
Table of Contents
2008
2007
2006
$
636,270
$
579,641
$
535,686
(21,020
)
0
0
0
36,921
0
19,166
20,705
18,322
39,903
34,683
32,122
0
(828
)
(1,441
)
(21,819
)
(5,322
)
26,531
(31,655
)
(29,530
)
(31,579
)
$
620,845
$
636,270
$
579,641
$
679,747
$
611,184
$
557,036
(2,809
)
0
0
0
25,802
0
(229,164
)
70,483
84,209
2,858
1,808
1,518
(31,655
)
(29,530
)
(31,579
)
$
418,977
$
679,747
$
611,184
$
( 201,868
)
$
43,477
$
31,543
$
( 201,868
)
$
43,477
$
31,543
$
0
$
102,446
$
68,517
(3,453
)
(2,978
)
(1,584
)
(198,415
)
(55,991
)
(35,390
)
$
( 201,868
)
$
43,477
$
31,543
$
199,141
$
( 40,500
)
$
( 9,389
)
1,858
2,356
3,939
$
200,999
$
( 38,144
)
$
( 5,450
)
(1)
Actual return on plan assets during 2008 includes a $48,018 thousand write-down in the estimated fair value of certain assets invested in Westridge Capital Management, Inc. The write-down, net of
income taxes, was recorded in other comprehensive loss for 2008. See
Note 22.
Table of Contents
2008
2007
2006
$
19,166
$
20,705
$
18,322
39,903
34,683
32,122
(51,916
)
(46,517
)
(43,970
)
460
755
1,067
560
1,822
1,737
$
8,173
$
11,448
$
9,278
$
259,308
$
(29,287
)
$
0
0
(829
)
0
(560
)
(1,822
)
0
(460
)
(755
)
0
$
258,288
$
(32,693
)
$
0
6.60
%
6.45
%
5.70
%
2.25
%
2.25
%
2.25
%
2.50
%
2.50
%
2.50
%
4.75
%
4.75
%
4.75
%
6.45
%
5.70
%
5.75
%
8.25
%
8.25
%
8.25
%
2.25
%
2.25
%
2.25
%
2.50
%
2.50
%
2.50
%
4.75
%
4.75
%
4.75
%
Table of Contents
Target Asset
Percentage of
Allocation Ranges
Plan Assets at December 31
Asset Category
2009
2008
2007
2006
50%- 77
%
42
%
62
%
66
%
15%- 27
%
30
%
18
%
17
%
0% - 0
%
0
%
0
%
0
%
10%- 25
%
28
%
20
%
17
%
100
%
100
%
100
%
Pension
$
1,433
1,808
3,127
4,555
Table of Contents
Pension
$
31,422
33,454
36,142
38,501
40,658
239,373
Table of Contents
2008
2007
2006
$
106,154
$
90,805
$
89,735
4,459
0
0
0
13,759
0
5,224
4,096
3,617
6,910
5,483
4,760
100
(7,170
)
(82
)
(3,621
)
6,123
(101
)
(6,389
)
(6,942
)
(7,124
)
$
112,837
$
106,154
$
90,805
$
0
$
0
$
0
0
0
0
$
0
$
0
$
0
$
(112,837
)
$
(106,154
)
$
(90,805
)
$
(112,837
)
$
(106,154
)
$
(90,805
)
$
(7,277
)
$
(6,966
)
$
(5,497
)
(105,560
)
(99,188
)
(85,308
)
$
(112,837
)
$
(106,154
)
$
(90,805
)
$
18,789
$
19,485
$
14,272
(6,366
)
(7,375
)
(680
)
$
12,423
$
12,110
$
13,592
Table of Contents
2008
2007
2006
$
5,224
$
4,096
$
3,617
6,910
5,483
4,760
0
0
0
(839
)
(475
)
(168
)
1,020
910
478
$
12,315
$
10,014
$
8,687
$
( 3,792
)
$
6,123
$
0
100
(7,170
)
0
(1,020
)
(910
)
0
839
475
0
$
( 3,873
)
$
( 1,482)
$
0
6.65
%
6.10
%
5.50
%
6.10
%
5.50
%
5.50
%
9
%
9
%
9
%
5
%
5.25
%
5
%
2017
2012
2011
Table of Contents
One-percentage-point
One-percentage-point
Increase
Decrease
$
1,295
$
(1,128
)
10,032
(8,898
)
Postretirement
Employer Contributions
$
6,566
6,933
6,389
7,277
Postretirement
$
7,277
8,093
9,002
9,706
10,448
64,601
Postretirement
$
857
1,147
1,460
Table of Contents
Share-based Compensation Plans
Table of Contents
Weighted-average
Number
Grant Date
of Shares
Fair Value
275,263
$
41.95
0
$
0.00
7,744
$
70.34
(43,253
)
$
44.86
(1,654
)
$
40.96
238,100
$
42.35
Table of Contents
Weighted-average
Number
Grant Date
of Shares
1
Fair Value
209,500
$
77.83
149,410
$
68.41
(120,270
)
$
56.98
(6,444
)
$
80.12
232,196
$
82.50
1
The number of common shares issued related to performance shares may range from
0% to 200% of the number of performance shares shown in the table above based on
the achievement of established internal financial performance targets and our three-year-average TSR performance relative to the three-year-average TSR performance
of a preselected comparison group of companies.
2008
2007
2006
$
19.76
$
34.18
$
16.95
3.21
%
4.73
%
4.34
%
2.07
%
2.04
%
2.16
%
28.15
%
27.46
%
26.22
%
7.25 years
7.75 years
5.05 years
Table of Contents
Weighted-average
Remaining
Aggregate
Number
Weighted-average
Contractual
Intrinsic Value
of Shares
Exercise Price
Life (Years)
(in thousands)
6,279,755
$
54.00
393,760
$
70.68
(706,654
)
$
41.43
(23,834
)
$
69.82
5,943,027
$
56.54
4.92
$
74,369
5,919,491
$
56.46
4.93
$
76,152
5,028,267
$
52.82
4.38
$
81,626
2008
2007
2006
$
23,714
$
62,971
$
43,725
2008
2007
2006
$
29,278
$
35,195
$
28,920
9,502
25,232
17,376
10,367
9,207
9,348
Table of Contents
Unconditional
Purchase
Obligations
$
25,034
$
25,034
$
28,920
25,392
16,759
17,324
$
88,395
Contractual
Obligations
$
14,775
21,174
15,440
143,498
$
194,887
Table of Contents
Amount
$
45.6
0.4
55.9
14.2
$
116.1
Table of Contents
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 Halfords, 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 in this matter. At this time we cannot determine the likelihood
or reasonably estimate a range of loss pertaining to this matter.
Team Enterprises
On June 5, 2008, we were named as a defendant in the matter of
Team Enterprises, Inc.,
v. Century Centers, Ltd., et al.
, filed in Modesto, Stanislaus County, California but
removed to the United States District Court for the Eastern District of California (Fresno
Division). This is an action filed by Team Enterprises as the former operator of a dry
cleaners located in Modesto, California. The plaintiff is seeking damages from the
defendants associated with the remediation of perchloroethylene from the site of the dry
cleaners. The complaint also seeks other damages against the named defendants. No discovery
has been conducted in this matter. At this time we cannot determine the likelihood or
reasonably estimate a range of loss pertaining to this matter.
Garcia
We are also a defendant in the matter of
Garcia v. Dow Chemical Company, et al.
,
filed in Modesto, Stanislaus County, California. This is a wrongful death action that
generally alleges the water supply and environment in the City of Modesto were contaminated
with chlorinated solvents by the defendants, including Vulcan, and that Ms. Garcia was hurt
and injured in her health as a result of exposure to said solvents. Ms. Garcia died in
December 2004. This case is in the early stages of discovery. At this time we cannot
determine the likelihood or reasonably estimate a range of loss pertaining to this matter.
R.R. Street Indemnity
R.R. Street and Company (Street) and National Union Fire Insurance Company of Pittsburgh,
PA, filed a lawsuit against the Company in the United States District Court for the Northern
District of Illinois, Eastern Division. Street, a former distributor of perchloroethylene
manufactured by Vulcan and also a defendant in the City of Modesto, Lyon and Garcia
litigation, alleges that Vulcan owes Street, and its insurer (National Union), a defense and
indemnity in all of these litigation matters. National Union alleges that Vulcan is
obligated to contribute to National Unions share of defense fees, costs and any indemnity
payments made on Streets behalf. Vulcan was successful in having this case dismissed in
light of insurance coverage litigation pending in California, which is already addressing
these same issues. Street has appealed the courts ruling to the U.S. Seventh Circuit.
Street also has asserted that it is entitled to a defense in the California Water Service
Company litigation set forth below.
Table of Contents
Table of Contents
2008
2007
2006
0
44,123
6,757,361
$
0
$
4,800
$
522,801
$
0.00
$
108.78
$
77.37
0
0
45,098,644
$
0.00
$
0.00
$
28.78
Table of Contents
Before-tax
Tax (Expense)
Net-of-tax
Amount
Benefit
Amount
$
(12,190
)
$
9,550
$
(2,640
)
9,088
(7,120
)
$
1,968
(255,616
)
101,517
$
(154,099
)
1,201
(477
)
$
724
$
(257,517
)
$
103,470
$
(154,047
)
$
(92,718
)
$
36,676
$
(56,042
)
198
(78
)
$
120
31,163
(12,326
)
$
18,837
3,012
(1,191
)
$
1,821
$
(58,345
)
$
23,081
$
(35,264
)
$
115
$
(40
)
$
75
(1,662
)
635
$
(1,027
)
$
(1,547
)
$
595
$
(952
)
2008
2007
2006
$
(56,519
)
$
(55,847
)
$
75
(128,763
)
15,630
(5,028
)
$
(185,282
)
$
(40,217
)
$
(4,953
)
Table of Contents
Table of Contents
Amounts in millions
2008
2007
2006
$
2,406.8
$
2,448.2
$
2,405.5
1,201.2
765.9
760.9
106.5
14.1
0.0
(261.4
)
(138.1
)
(125.3
)
$
3,453.1
$
3,090.1
$
3,041.1
198.3
237.7
301.4
$
3,651.4
$
3,327.8
$
3,342.5
$
657.6
$
828.7
$
819.0
74.4
122.2
112.9
17.7
0.0
0.0
$
749.7
$
950.9
$
931.9
$
7,528.2
$
7,207.8
$
2,889.3
767.6
875.6
313.5
435.2
587.9
0.0
8,731.0
8,671.3
3,202.8
173.0
230.2
169.8
10.2
34.9
55.2
$
8,914.2
$
8,936.4
$
3,427.8
$
310.8
$
246.9
$
210.3
61.0
20.3
14.1
14.6
1.9
0.0
2.7
2.4
2.0
$
389.1
$
271.5
$
226.4
$
267.7
$
445.0
$
425.5
13.6
24.2
30.6
60.2
10.3
0.0
12.7
1.0
2.8
$
354.2
$
480.5
$
458.9
Table of Contents
2008
2007
2006
$
179,880
$
41,933
$
32,616
91,544
132,697
219,218
$
22,974
$
32,065
$
32,941
42,974
0
0
389
19
177
325
152
31
2,024
588,184
0
25,023
1,436,487
0
2008
2007
2006
$
7,082
$
5,866
$
5,499
15,504
13,172
10,698
$
22,586
$
19,038
$
16,197
Table of Contents
$
105,774
1,021
(16,806
)
5,499
19,341
$
114,829
17,091
(13,799
)
5,866
7,396
$
131,383
39,926
(17,633
)
7,082
12,677
$
173,435
2008
FAS 157
Table of Contents
Table of Contents
Table of Contents
Asphalt mix
Aggregates
and Concrete
Cement
Total
$
525,450
$
91,633
$
0
$
617,083
8,800
0
0
8,800
(5,694
)
0
0
(5,694
)
$
528,556
$
91,633
$
0
$
620,189
3,002,300
0
297,662
3,299,962
131,060
0
0
131,060
$
3,399,796
$
91,633
$
297,662
$
3,789,091
30,565
0
0
30,565
(438,981
)
0
(44,998
)
(483,979
)
0
0
(252,664
)
(252,664
)
$
2,991,380
$
91,633
$
0
$
3,083,013
1
The goodwill of acquired businesses for 2008 relates to the 2008 acquisitions (including exchanges) listed in Note 20. We are currently evaluating the final purchase price allocation for most of these acquisitions; therefore, the goodwill amount is subject to change. Approximately $25,015 thousand of the goodwill from the 2008 acquisitions is expected to be fully deductible for income tax purposes.
Table of Contents
Weighted-average
Amortization Period
2008
2007
2006
57.2 years
$
604,236
$
61,565
$
38,800
9.2 years
1,980
1,830
6,900
38.0 years
12,835
38,998
12,621
22.5 years
52,769
39,662
32,849
10.0 years
13,657
0
0
15.7 years
5,742
0
0
18.6 years
10,148
5,530
565
52.3 years
$
701,367
$
147,585
$
91,735
$
(10,981
)
$
(4,884
)
$
(2,770
)
(1,295
)
(1,195
)
(5,882
)
(734
)
(5,808
)
(5,208
)
(8,675
)
(8,456
)
(7,224
)
(50
)
0
0
(45
)
0
0
(5,795
)
(5,318
)
(355
)
$
(27,575
)
$
(25,661
)
$
(21,439
)
$
673,792
$
121,924
$
70,296
0
0
0
$
673,792
$
121,924
$
70,296
$
9,482
$
4,265
$
2,750
Estimated Amortization Expense for five subsequent years
$
19,483
20,575
20,572
20,359
20,221
2008 Acquisitions and Divestitures
Table of Contents
an aggregates production facility in Illinois
four aggregates production facilities, one asphalt mix plant, a recycling facility and
vacant land in California
our former joint venture partners interest in an aggregates production facility in Tennessee
December 31,
2007
$
12,417
105,170
142,166
22
$
259,775
$
299
6,010
$
6,309
Table of Contents
November 16,
2007
$
222,510
23,170
2,101,432
2,672,481
537,005
80
1,304
19,499
557,888
42,406
$
5,619,887
$
95,474
21,277
757,600
67,203
$
941,554
$
4,678,333
1
Goodwill, of which $124,805 thousand is expected to be deductible for income tax purposes, was allocated to the segments as follows (in thousands):
$
2,419,817
$
0
$
252,664
2
The amortizable intangible assets are expected to have no significant residual value. The weighted-average amortization period of the acquired amortizable intangible assets were estimated as follows:
61.1 years
5.0 years
16.2 years
10.4 years
59.2 years
Table of Contents
Acquiring an established business with assets that have been assembled
over a very long period of time, the development of such assets in any
meaningful time frame would be virtually impossible, and the
collection of such assets can earn a higher rate of return than those
net assets could earn alone.
The synergies and other benefits created by combining our businesses,
including an expanded geographic footprint and enhanced presence in
several fast-growing markets, including the state of Florida.
Acquiring a talented, assembled workforce, particularly key management
personnel with extensive industry experience and knowledge and a
proven track record for strong cash flows and earnings growth.
an aggregates production facility in Illinois
an aggregates production facility in North Carolina
an aggregates production facility and asphalt mix plant in Indiana
an aggregates production facility in North Carolina
an aggregates production facility in Virginia
Table of Contents
(unaudited)
2007
2006
$
3,965.6
$
4,343.4
4,234.3
4,684.2
456.6
559.6
444.5
549.6
$
4.23
$
5.08
$
4.11
$
4.99
$
4.14
$
4.98
$
4.03
$
4.89
2008
Three Months Ended
March 31
June 30
Sept 30
Dec 31
$
771,762
$
965,957
$
958,839
$
756,523
817,339
1,021,551
1,013,349
799,199
154,450
245,226
200,846
149,190
66,758
238,469
128,303
(184,428
)
14,485
141,225
59,816
(217,192
)
13,933
140,755
59,050
(217,853
)
$
0.13
$
1.28
$
0.54
$
(1.97
)
0.13
1.27
0.54
(1.97
)
$
0.13
$
1.28
$
0.54
$
(1.97
)
0.13
1.27
0.53
(1.97
)
Table of Contents
2007
Three Months Ended
March 31
June 30
Sept 30
Dec 31
$
630,187
$
807,818
$
844,938
$
807,190
687,187
878,844
904,866
856,890
167,195
285,233
277,392
221,083
137,146
217,233
214,301
145,737
89,339
143,681
143,928
86,138
88,874
142,011
135,413
84,612
$
0.94
$
1.50
$
1.50
$
0.85
0.91
1.46
1.47
0.83
$
0.93
$
1.49
$
1.41
$
0.83
0.91
1.45
1.38
0.82
Three Months Ended March 31, 2008
As
As
Reported
Adjustment
Restated
$
(85,155
)
$
(19,378
)
$
(104,533
)
$
32,295
$
(19,378
)
$
12,917
$
(128,664
)
$
19,378
$
(109,286
)
$
(126,683
)
$
19,378
$
(107,305
)
Table of Contents
Six Months Ended June 30, 2008
As
As
Reported
Adjustment
Restated
$
(81,985
)
$
(47,369
)
$
(129,354
)
$
181,422
$
(47,369
)
$
134,053
$
(246,027
)
$
47,369
$
(198,658
)
$
(52,367
)
$
47,369
$
(4,998
)
Nine Months Ended September 30, 2008
As
As
Reported
Adjustment
Restated
$
(106,812
)
$
(47,369
)
$
(154,181
)
$
325,611
$
(47,369
)
$
278,242
$
(342,254
)
$
47,369
$
(294,885
)
$
(182,348
)
$
47,369
$
(134,979
)
Debt Issuance
Table of Contents
Table of Contents
Table of Contents
March 2, 2009
Table of Contents
Table of Contents
The following financial statements are included herein on the pages shown below:
Page in Report
43
44
45
46
47
48 104
Table of Contents
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2008, 2007 and 2006
Amounts in Thousands
Column A
Column B
Column C
Column D
Column E
Column F
Balance at
Additions Charged To
Balance at
Beginning
Costs and
Other
End
Description
of Period
Expenses
Accounts
Deductions
of Period
$
9,756
$
451
$
4,698
(7)
$
1,197
$
13,708
131,383
7,082
52,603
(2)
17,633
173,435
6,015
5,393
0
2,697
8,711
61,298
23,191
0
27,577
56,912
1,244
5,120
0
5,463
901
$
13,394
$
966
$
175
(7)
$
4,779
(1)
$
9,756
114,829
5,866
24,487
(2)
13,799
(3)
131,383
3,355
1,144
2,283
(7)
767
(4)
6,015
45,197
17,182
11,209
(7)
12,290
(5)
61,298
589
1,518
302
(7)
1,165
1,244
$
9,544
$
3,937
0
$
87
(1)
$
13,394
105,774
5,499
$
20,362
(2)
16,806
(3)
114,829
4,359
1,338
0
2,342
(4)
3,355
42,508
24,950
0
22,261
(5)
45,197
1,976
3,856
0
5,243
589
(1)
Expenditures on environmental remediation projects.
(2)
Net up/down revisions to asset retirement obligations.
(3)
Expenditures related to settlements of asset retirement obligations.
(4)
Write-offs of uncollected accounts and worthless notes, less recoveries.
(5)
Expenditures on self-insurance reserves.
(6)
Valuation and qualifying accounts and reserves for which additions, deductions and
balances are individually insignificant. Additionally, the 2006 amount is adjusted for
the adoption of FSP AUG AIR-1.
(7)
The 2008 and 2007 amounts include additions related to the acquisition of Florida Rock.
Table of Contents
VULCAN MATERIALS COMPANY
By
/s/ Donald M. James
Donald M. James
Chairman and Chief Executive Officer
Signature
Title
Date
/s/ Donald M. James
Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
March 2, 2009
/s/ Daniel F. Sansone
Senior Vice President and Chief Financial
Officer
(Principal Financial Officer)
March 2, 2009
/s/ Ejaz A. Khan
Vice President, Controller
and Chief Information Officer
(Principal Accounting Officer)
March 2, 2009
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
/s/ Robert A. Wason IV
March 2,
2009
Attorney-in-Fact
Table of Contents
Certificate of Incorporation (Restated 2007) of Vulcan
Materials Company (formerly known as Virginia Holdco,
Inc.), filed as Exhibit 3.1 to the Companys Current
Report on Form 8-K on November 16, 2007.
1
Amended and Restated By-Laws of Vulcan Materials Company
effective as of October 10, 2008 filed as Exhibit 3.1 to
the Companys Current Report on Form 8-K on October 14,
2008.
1
Supplemental Indenture No. 1 dated as of November 16,
2007, among Vulcan Materials Company, Legacy Vulcan Corp.
and The Bank of New York, as Trustee filed as Exhibit 4.1
to the Companys Current Report on Form 8-K on November
21, 2007.
1
Senior Debt Indenture, dated as of December 11, 2007,
between Vulcan Materials Company and Wilmington Trust
Company, as Trustee, filed as Exhibit 4.1 to the
Companys Current Report on Form 8-K on December 11,
2007.
1
First Supplemental Indenture, dated as of December 11,
2007, between Vulcan Materials Company and Wilmington
Trust Company, as Trustee, to that certain Senior Debt
Indenture, dated as of December 11, 2007, between Vulcan
Materials Company and Wilmington Trust Company, as
Trustee, filed as Exhibit 4.2 to the Companys Current
Report on Form 8-K on December 11, 2007.
1
Second Supplemental Indenture dated June 20, 2008 between
the Company and Wilmington Trust Company, as Trustee, to
that certain Senior Debt Indenture dated as of December
11, 2007, filed as Exhibit 4.1 to the Companys Current
Report on Form 8-K filed June 20, 2008.
1
Indenture dated as of May 1, 1991, by and between Legacy
Vulcan Corp. (formerly Vulcan Materials Company) and
First Trust of New York (as successor trustee to Morgan
Guaranty Trust Company of New York) filed as Exhibit 4 to
the Form S-3 on May 2, 1991 (Registration No.
33-40284).
1
364-Day Bridge Credit Agreement dated as of November 17,
2008, among the Company and Bank of America, N.A., as
Administrative Agent, and certain other Lender Parties
thereto filed as Exhibit 1.1 to the Companys Current
Report on Form 8-K filed November 19, 2008.
1
Underwriting Agreement, dated June 17, 2008, among the
Company and Banc of America Securities, LLC, Goldman,
Sachs & Co., JP Morgan Securities, Inc. and Wachovia
Capital Markets, LLC as Representatives of several
underwriters named therein filed as Exhibit 1.1 to the
Companys Current Report on Form 8-K filed June 20,
2008.
1
Five-Year Credit Agreement dated as of November 16, 2007,
among the Company, certain lenders party thereto and Bank
of America, N.A., as administrative agent filed as
Exhibit 10.3 to the Companys Current Report on Form 8-K
filed November 21, 2007.
1
Term Loan Credit Agreement dated as of June 23, 2008,
among the Company, Wachovia Bank, National Association,
as administrative agent and certain other Lender Parties
thereto filed as Exhibit 1.1 to the Companys Current
Report on Form 8-K filed June 27, 2008.
1
Purchase Agreement dated January 23, 2009, between the
Company and Goldman, Sachs & Co. filed as Exhibit 1.1 to
the Companys Current Report on Form 8-K on January 29,
2009.
1
Table of Contents
Third Supplemental Indenture dated February 3, 2009, between the Company and Wilmington
Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11,
2007.
Exchange and Registration Rights Agreement dated February 3, 2009, between the Company and
Goldman, Sachs & Co.
The Unfunded Supplemental Benefit Plan for Salaried Employees, as amended, filed as
Exhibit 10.4 to the Companys Current Report on Form 8-K filed on December 17,
2008.
1,2
Amendment to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as
Exhibit 10(c) to Legacy Vulcan Corp.s Annual Report on Form 10-K for the year ended
December 31, 2001 filed on March 27, 2002.
1,2
The Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as
amended, filed as Exhibit 10.5 to the Companys Current Report on Form 8-K filed on
December 17, 2008.
1,2
The 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix C to Legacy
Vulcan Corp.s 2006 Proxy Statement on Schedule 14A filed on April 13, 2006.
1,2
The Deferred Stock Plan for Nonemployee Directors of the Company filed as Exhibit 10(f) to
Legacy Vulcan Corp.s Annual Report on Form 10-K for the year ended December 31, 2001
filed on March 27, 2002.
1,2
The Restricted Stock Plan for Nonemployee Directors of the Company, as amended, filed as
Exhibit 10.6 to the Companys Current Report on Form 8-K filed December 17,
2008.
1,2
Executive Deferred Compensation Plan, as amended, filed as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on December 17, 2008.
1,2
Change of Control Employment Agreement Form (Double Trigger) filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on October 2, 2008.
1,2
Change of Control Employment Agreement Form (Modified Double Trigger) filed as Exhibit
10.2 to the Companys Current Report on Form 8-K filed on October 2, 2008.
1,2
Executive Incentive Plan of the Company, as amended, filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K filed on December 17, 2008.
1,2
Supplemental Executive Retirement Agreement filed as Exhibit 10 to Legacy Vulcan Corp.s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November
2, 2001.
1,2
Form Stock Option Award Agreement filed as Exhibit 10(o) to Legacy Vulcan Corp.s Report
on Form 8-K filed December 20, 2005.
1,2
Form Director Deferred Stock Unit Award Agreement filed as Exhibit 10.9 to the Companys
Current Report on Form 8-K filed December 17, 2008.
1,2
Form Performance Share Unit Award Agreement filed as Exhibit 10.8 to the Companys Current
Report on Form 8-K filed December 17, 2008.
1,2
Table of Contents
Form Stock Only Stock Appreciation Rights Agreement filed as Exhibit 10(p) to Legacy
Vulcan Corp.s Report on Form 10-K filed February 26, 2007.
1,2
Form Employee Deferred Stock Unit Award Amended Agreement filed as Exhibit 10.7 to the
Companys Current Report on Form 8-K filed December 17, 2008.
1,2
2008 Compensation Arrangements filed in the Companys Current Report on Form 8-K filed on
February 19, 2009.
1,2
Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31,
2008.
List of the Companys subsidiaries as of December 31, 2008.
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Powers of Attorney.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
1
Incorporated by reference.
2
Management contract or compensatory plan.
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VULCAN MATERIALS COMPANY
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By: | /s/ D. F. Sansone | |||
Name: | Daniel F. Sansone | |||
Title: | Senior Vice President and Chief Financial Officer | |||
WILMINGTON TRUST COMPANY,
as Trustee |
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By: | /s/ Joshua C. Jones | |||
Name: | Joshua C. Jones | |||
Title: | Financial Services Officer | |||
By: | /s/ John Hannon | |||
Name: | John Hannon | |||
Title: | Vice President |
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No. | $ |
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VULCAN MATERIALS COMPANY
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By: | ||||
Attest:
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WILMINGTON TRUST COMPANY,
as Trustee |
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By: | ||||
Authorized Officer |
or
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WILMINGTON TRUST COMPANY,
as Trustee |
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By: | CITIBANK, N.A., as Authenticating Agent | |||
By: | ||||
Authorized Officer | ||||
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No. | $ |
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VULCAN MATERIALS COMPANY
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By: | ||||
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TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. WILMINGTON TRUST COMPANY, as Trustee |
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By: | ||||
Authorized Officer | ||||
or |
WILMINGTON TRUST COMPANY,
as Trustee |
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By: | CITIBANK, N.A., as Authenticating Agent | |||
By: | ||||
Authorized Officer | ||||
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(1) | Rule 904 Transfers . If the transfer is being effected in accordance with Rule 904 of Regulation S: |
(A) | the Owner is not a Distributor of the Securities, an affiliate of the Company or any such Distributor or a person acting on behalf of any of the foregoing; | ||
(B) | the offer of the Specified Securities was not made to a person in the United States or for the account or benefit of a U.S. Person; | ||
(C) | either: |
(D) | no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; |
(E) | if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(b)(1) have been satisfied; and |
(F) | the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; |
(2) | Rule 144 Transfers . If the transfer is being effected pursuant to Rule 144: |
(A) | the transfer is occurring after a holding period of at least six months has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance the requirements of Rule 144; and |
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(B) | if the transfer is occurring prior to the first anniversary of the date of issuance of the Specified Securities, the Company is, and has been for a period of at least 90 days immediately before the transfer, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934. |
(Print the name of the Undersigned, as such term is | ||||
defined herein.) | ||||
By: | ||||
Name: | ||||
Title: | ||||
(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) | ||||
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Very truly yours,
Vulcan Materials Company |
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By: | /s/ D. F. Sansone | |||
Name: | Daniel F. Sansone | |||
Title: |
Senior Vice President and
Chief Financial Officer |
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Accepted as of the date hereof:
Goldman, Sachs & Co. |
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By: | /s/ Goldman, Sachs & Co. | |||
(Goldman, Sachs & Co.) | ||||
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(1) | (a) Full legal name of Selling Securityholder: |
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(b) | Full legal name of registered Holder (if not the same as in (a) above) of Registrable Securities listed in Item (3) below: | ||
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(c) | Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held: | ||
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(2) | Address for notices to Selling Securityholder: | |
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Telephone:
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Fax:
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Contact Person:
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E-mail for Contact Person:
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(3) | Beneficial Ownership of Securities: |
Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities . | |||
(a) |
Principal amount of Registrable Securities beneficially owned:
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CUSIP No(s). of such Registrable Securities: _____________________________________________ | |||
(b) |
Principal amount of Securities other than Registrable Securities beneficially
owned:
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(c) | Principal amount of Registrable Securities that the undersigned wishes to be included in the Shelf Registration Statement: ____________________________________________________ |
A-4
CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: ____________________________________ |
(4) | Beneficial Ownership of Other Securities of the Company: |
Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3). | |||
State any exceptions here: |
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(5) | Individuals who exercise dispositive powers with respect to the Securities: |
If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a Reporting Company ), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders should disclose the beneficial holders, not nominee holders or other such others of record. In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or dispositive powers with respect to the Securities. | |||
(a) | Is the holder a Reporting Company? | ||
Yes o No o | |||
If No , please answer Item (5)(b). | |||
(b) | List below the individual or individuals who exercise dispositive powers with respect to the Securities: |
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Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus. |
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(6) | Relationships with the Company: |
Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. | |||
State any exceptions here: |
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(7) | Plan of Distribution: |
Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. | |||
State any exceptions here: |
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Note: In no event may such method(s) of distribution take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Company. |
(8) | Broker-Dealers: |
The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. | |||
(a) | State whether the undersigned Selling Securityholder is a registered broker-dealer: | ||
Yes o No o | |||
(b) | If the answer to (a) is Yes, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. | ||
(i) | Were the Securities acquired as compensation for underwriting activities? | ||
Yes o No o | |||
If you answered Yes, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: | |||
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(ii) | Were the Securities acquired for investment purposes? | ||
Yes o No o | |||
(iii) | If you answered No to both (i) and (ii), please explain the Selling Securityholders reason for acquiring the Securities: | ||
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(c) | State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): | ||
Yes o No o | |||
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(d) | If you answered Yes to question (c) above: | ||
(i) | Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? | ||
Yes o No o | |||
If the answer is No to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: | |||
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(ii) | At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? | ||
Yes o No o | |||
If the answer is Yes to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements: | |||
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If the answer is No to Item (8)(d)(i) or Yes to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus. |
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(i) | To the Company: | Vulcan Materials Company | |||
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1200 Urban Center Drive | |||||
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Birmingham, Alabama 35242 | |||||
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Attn: General Counsel |
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(ii) | With a copy to: | Wachtell Lipton Rosen & Katz | |||
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51 West 52nd Street | |||||
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New York, NY 10019 | |||||
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Attn: Igor Kirman |
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(Print/type full legal name of beneficial owner of Registrable Securities) |
By: | ||||
Name: | ||||
Title: | ||||
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Re: |
Vulcan Materials Company (the
Company
)
[Title of Securities] |
Very truly yours,
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(Name) | ||||
By: | ||||
(Authorized Signature) | ||||
B-1
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Fixed charges:
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Interest expense before capitalization
credits (1)
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$ | 185,176 | $ | 53,348 | $ | 31,310 | $ | 39,080 | $ | 42,260 | ||||||||||
Amortization of financing costs
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1,880 | 249 | 363 | 711 | 611 | |||||||||||||||
One-third of rental expense
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30,800 | 27,358 | 27,240 | 22,520 | 16,553 | |||||||||||||||
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Total fixed charges
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$ | 217,856 | $ | 80,955 | $ | 58,913 | $ | 62,311 | $ | 59,424 | ||||||||||
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Earnings from continuing operations
before income taxes
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$ | 75,058 | $ | 667,502 | $ | 703,461 | $ | 480,237 | $ | 375,566 | ||||||||||
Minority interest in earnings (losses)
of a consolidated subsidiary
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(283 | ) | 151 | 0 | 0 | 0 | ||||||||||||||
Fixed charges
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217,856 | 80,955 | 58,913 | 62,311 | 59,424 | |||||||||||||||
Capitalized interest credits
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(14,243 | ) | (5,130 | ) | (5,000 | ) | (1,934 | ) | (1,980 | ) | ||||||||||
Amortization of capitalized interest
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2,147 | 2,777 | 1,241 | 1,054 | 839 | |||||||||||||||
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Earnings before income taxes as
adjusted
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$ | 280,535 | $ | 746,255 | $ | 758,615 | $ | 541,668 | $ | 433,849 | ||||||||||
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Ratio of earnings to fixed charges
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1.3 | 9.2 | 12.9 | 8.7 | 7.3 |
(1) | Does not include interest cost accrued on FIN 48 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109) liabilities, which are included in our income tax provision for financial statement presentation purposes. The decision to exclude FIN 48 interest cost is primarily based on the fact that such accrued interest is not a current or predictable cash flow item. |
State or Other | % Owned | |||
Jurisdiction of | Directly | |||
Incorporation | or Indirectly | |||
Entity | or Organization | by Vulcan | ||
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Subsidiaries
:
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ARL Development Corp.
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Maryland | 100 | ||
ARL Services, Inc.
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Maryland | 100 | ||
Arundel Risk Managers, Inc.
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Maryland | 100 | ||
Arundel Sand and Gravel Company
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Delaware | 100 | ||
Atlantic Coast Materials, LLC
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Florida | 50 | ||
Atlantic Granite Company
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South Carolina | 66-2/3 | ||
Azusa Rock, Inc.
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California | 100 | ||
BHJ Chemical Company, LLC
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Delaware | 100 | ||
Brooksville Quarry, LLC
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Florida | 50 | ||
BWIP, Inc.
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Maryland | 100 | ||
Calizas Industriales del Carmen, S.A. de C.V.
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Mexico | 100 | ||
CalMat Co.
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Delaware | 100 | ||
CalMat Leasing Co.
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Arizona | 100 | ||
Cardinal Concrete Company
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Virginia | 100 | ||
Charlotte County Ports, Ltd.
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New Brunswick | 50 | ||
Chesapeake Marine Partnership
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Maryland | 100 | ||
Concrete Engineering, Inc.
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Virginia | 100 | ||
D C Materials, Inc.
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District of Columbia | 100 | ||
FlaCem, LLC
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Florida | 100 | ||
Florida Cement, Inc.
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Florida | 100 | ||
Florida Rock Industries, Inc.
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Florida | 100 | ||
Freeport Aggregates Limited
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Bahamas | 100 | ||
FRI Bahamas Ltd.
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Bahamas | 100 | ||
FRI New Brunswick, Ltd.
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New Brunswick | 100 | ||
FRK Newberry, LLC
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Florida | 100 | ||
FRK Putnam, LLC
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Florida | 100 | ||
Harper Bros. Inc.
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Florida | 100 | ||
Hughs Properties, Inc.
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Florida | 100 | ||
Jamer Materials Limited
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New Brunswick | 50 | ||
LanDel/Arundel Inc.
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Maryland | 100 | ||
Legacy Vulcan Corp.
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New Jersey | 100 | ||
Maryland Rock Industries, Inc.
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Maryland | 100 | ||
Maryland Stone, Inc.
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Maryland | 100 | ||
MedTex Lands, Inc.
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Texas | 100 | ||
Mule Pen Quarry Corporation
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Delaware | 100 | ||
Palomar Transit Mix Co.
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California | 100 |
State or Other
% Owned
Jurisdiction of
Directly
Incorporation
or Indirectly
Entity
or Organization
by Vulcan
Maryland
100
Florida
100
Mexico
100
Delaware
100
Florida
100
North Carolina
100
North Carolina
100
Maryland
100
Mexico
100
Texas
95
Texas
100
Virginia
100
Maryland
100
Virginia
100
California
100
Virginia
100
Delaware
100
Delaware
100
Delaware
100
Delaware
100
Delaware
100
New Jersey
100
North Carolina
100
New Jersey
100
British Columbia
100
Bahamas
100
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/s/ John D. Baker, II | |
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John D. Baker, II | |
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/s/ Philip J. Carroll, Jr. | |
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Philip J. Carroll, Jr. | |
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/s/ Phillip W. Farmer | |
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Phillip W. Farmer | |
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/s/ H. Allen Franklin | |
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H. Allen Franklin | |
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/s/ Ann McLaughlin Korologos | |
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Ann McLaughlin Korologos | |
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/s/ Douglas J. McGregor | |
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Douglas J. McGregor | |
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/s/ James V. Napier | |
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James V. Napier | |
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/s/ Richard T. OBrien | |
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Richard T. OBrien | |
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/s/ Donald B. Rice | |
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Donald B. Rice | |
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/s/ Orin R. Smith | |
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Orin R. Smith | |
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/s/ Vincent J. Trosino | |
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Vincent J. Trosino |
1. | I have reviewed this annual report on Form 10-K of Vulcan Materials Company; | |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Donald M. James | ||||
Donald M. James | ||||
Chairman and Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Vulcan Materials Company; | |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Daniel F. Sansone | ||||
Daniel F. Sansone, Senior Vice President and | ||||
Chief Financial Officer |
(i) | fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | ||
(ii) | the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company. |
/s/ Donald M. James | ||||
Donald M. James | ||||
Chairman and Chief Executive Officer
March 2, 2009 |
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(i) | fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | ||
(ii) | the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company. |
/s/ Daniel F. Sansone | ||||
Daniel F. Sansone, Senior Vice President and | ||||
Chief Financial Officer
March 2, 2009 |
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