-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0ChbHc6HK16L5+3CQSk5MPK+V0mpHl0D5uhdYWfZ/Ws8n0WFxHWf+fZ4KbI+4da X3AYXwkE9MNTdzoHdqP7fA== 0000950144-08-005207.txt : 20080630 0000950144-08-005207.hdr.sgml : 20080630 20080630165212 ACCESSION NUMBER: 0000950144-08-005207 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vulcan Materials CO CENTRAL INDEX KEY: 0001396009 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 208579133 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33841 FILM NUMBER: 08926463 BUSINESS ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: (205) 298-3000 MAIL ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 FORMER COMPANY: FORMER CONFORMED NAME: Virginia Holdco, Inc. DATE OF NAME CHANGE: 20070409 11-K 1 g14081ce11vk.htm VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007
Commission file number: 001-33841
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIAL DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
(full title of the plan)
VULCAN MATERIALS COMPANY
(Name of issuer of the securities held pursuant to the plan)
1200 Urban Center Drive
Birmingham, Alabama 35242

(Address of issuer’s principal executive offices and address of the plan)
Vulcan Materials Company
Construction Materials Divisions
Hourly Employees Savings Plan
Financial Statements as of December 31, 2007 and 2006,
for the Year Ended December 31, 2007,
Supplemental Schedule as of December 31, 2007,
and Report of Independent Registered Public Accounting Firm
 
 

 


 

VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
TABLE OF CONTENTS
         
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FINANCIAL STATEMENTS:
       
 
       
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SUPPLEMENTAL SCHEDULE —
       
 
       
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     NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for      Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not      applicable
       
 
       
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
Vulcan Materials Company Construction Materials
Divisions Hourly Employees Savings Plan
We have audited the accompanying statements of net assets available for benefits of Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
Birmingham, Alabama
June 30, 2008

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VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
                 
    2007     2006  
ASSETS
               
 
Interest in Vulcan Materials Company Retirement Savings Trust, at fair value
  $ 101,058,519     $ 104,211,672  
Participant loans
    9,160,682       7,632,238  
Employer contributions receivable
          2,160  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS — At fair value
    110,219,201       111,846,070  
 
           
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (129,564 )     (88,411 )
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 110,089,637     $ 111,757,659  
 
           
See notes to financial statements.

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VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
         
ADDITIONS TO NET ASSETS:
       
Participant loan interest income
  $ 657,419  
 
     
 
       
Contributions:
       
Participants
    8,412,110  
Employer
    2,989,478  
 
     
 
       
Total contributions
    11,401,588  
 
     
 
       
Total additions to net assets
    12,059,007  
 
     
 
       
DEDUCTIONS FROM NET ASSETS:
       
Investment loss from interest in Vulcan Materials Company Retirement Savings Trust
    2,192,419  
Withdrawals by participants
    9,416,513  
Transfer of participants’ investment accounts to other Vulcan Materials Company plans (Note 1)
    2,118,097  
 
     
 
Total deductions from net assets
    13,727,029  
 
     
 
       
NET DECREASE
    (1,668,022 )
 
       
NET ASSETS AVAILABLE FOR BENEFITS:
       
Beginning of year
    111,757,659  
 
     
 
       
End of year
  $ 110,089,637  
 
     
See notes to financial statements.

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VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006, AND FOR THE YEAR ENDED DECEMBER 31, 2007
1.   DESCRIPTION OF THE PLAN
 
    General — The Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan (the “Plan”), a defined contribution employee benefit plan established effective October 1, 1983, and most recently restated effective January 1, 2006, provides for accumulation of savings for qualifying nonunion hourly employees of Vulcan Materials Company (the “Company”) that were hired prior to July 15, 2007.
 
    The Company has designated a portion of the Plan consisting of the Company’s common stock fund as an employee stock ownership plan (ESOP). The ESOP fund allows a participant to elect to have the dividends on the Company’s common stock reinvested in the Company’s common stock or paid to the participant in cash.
 
    A participant may transfer between the Company’s divisions. In these instances, the net assets of the participant’s account will be transferred between the other defined contribution employee benefit plans that participate in the Vulcan Materials Company Retirement Savings Trust (the “Master Trust”).
 
    All assets of the Plan are held by the Northern Trust Company of Chicago, Illinois (the “Trustee”). The Company pays the administrative costs of the Plan, including the Trustee’s fees and charges. Hewitt Associates LLC (the “Recordkeeper”) is the recordkeeper for the Plan.
 
    Participation and Vesting — Generally, hourly employees qualify to participate on the first day of the month following completion of two months of employment service. Participants are fully vested in all contributions at all times. Effective on and after July 15, 2007, no newly hired individual will become a participant in the Plan. Employees hired on or after July 15, 2007, are eligible for participation in the Vulcan Materials Company 401(k) and Profit Sharing Retirement Plan. Former participants who are reemployed may reenter the Plan.
 
    Contributions — The Plan is funded through contributions by participants and the Company. The Plan provides for two types of employee contributions to the Plan: pay conversion contributions (pretax) and after-tax contributions. An employee may designate multiples of 1%, ranging from 1% to 35%, of earnings as either pay conversion contributions, after-tax contributions, or any combination of the two. Pay conversion contributions, which are subject to annual increases pursuant to federal regulations, are limited to a maximum dollar amount of $15,500 in 2007. Certain additional limits may be imposed on the amount of contributions by or on behalf of certain higher-paid employees. For participants over the age of 50, additional contributions may be made in the amount of $5,000 for the year ended December 31, 2007.
 
    The Company expects to make matching contributions from current and accumulated earnings and profits to match a portion of an employee’s contribution (whether pretax, after-tax, or both) ranging from 0% to 100% of that contribution based on the participant’s years of service, not to exceed 4% of the employee’s earnings.

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    Investment Options — Participants’ contributions are invested in 14 separate investment funds of the Plan in proportions elected by the participant. The Company’s matching contributions are invested in the fund which invests primarily in the Company’s common stock, and as of January 1, 2007, are available for immediate reallocation by the participants. Prior to January 1, 2007, participants were required to maintain matching contributions in the Company common stock fund for certain period of time, therefore these amounts were considered nonparticipant directed as of December 31, 2006.
 
    Participant Accounts — Separate accounts are maintained for each participant for matched, unmatched, and Company contributions and accumulated earnings thereon. Additionally, subaccounts are maintained for matched and unmatched accounts for the portion of each account that is attributable to pretax contributions and the portion attributable to after-tax contributions. Earnings (losses) are allocated to each participant’s account in the ratio of the participant’s account balance to total participants’ account balances. Distributions and withdrawals are charged to participant accounts.
 
    Distributions and Withdrawals — A participant’s total account is distributed upon retirement, disability, death, or termination of employment, unless the account value is greater than $5,000, in which case the participant may defer distribution until age 70-1/2.
 
    Prior to termination of employment, a participant may withdraw any amount up to the value of his or her entire account provided, however, that (1) no portion of an actively employed participant’s pay conversion contribution account may be distributed to him or her before age 59-1/2, unless the administrative committee approves a “hardship” withdrawal (as defined in the Plan) and (2) the preceding 24 months of matching contributions may not be withdrawn by an actively employed participant, who has not been a participant in the Plan for at least 60 months.
 
    Participant Loans — Participants may apply for a single loan equal to the lesser of 50% of the participant’s total account or $50,000. If a loan is made, the participant shall execute a note payable to the Trustee in the amount of the loan bearing interest at the Prime interest rate, plus 1%. The average rate of interest on loans approximated 8.4% and 7% as of December 31, 2007 and 2006, respectively. A loan is considered an investment of the Plan. The participant’s investment accounts will be reduced by the amount of the loan. Any repayment made will be allocated to the participant’s investment accounts in accordance with his or her current investment direction. Loans must be repaid on a per-pay-period basis through payroll deductions within 60 months.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting — The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
    As of December 31, 2007 and 2006, the statements of net assets available for benefits presents the fair value of investments as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value in accordance with Financial Accounting Standards Board (“FASB”) Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As described in the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measure for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the FSP, the plan adopted the FSP for the year ended December 31, 2006. The statement of changes in net assets available for benefits is prepared on a contract value basis.

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    Recently Issued Accounting Pronouncement - In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“FAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. FAS 157 does not require new fair value measurements, but provides guidance on how to measure fair value by establishing a fair value hierarchy used to classify the source of information. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Plan’s management is currently evaluating the impact the adoption of FAS 157 would have on the Plan’s financial position or results of operations.
 
    Valuation of Investments and Income Recognition — The Plan’s investment in the Master Trust represents its proportionate interest. The Plan’s investment in the Master Trust is presented at estimated fair value, which has been determined based on the underlying fair values of the assets of the Master Trust.
 
    Investments, other than stable value funds, are reported at fair value. Investments in securities traded on national and over-the-counter exchanges are valued at the closing bid price of the security as of the last day of the year. Investments in common/collective-trust funds are stated at estimated fair value based on the underlying investments in those funds. Fully benefit-responsive stable value funds are stated at fair value and then adjusted to contract value. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses. There are no reserves against contract value for credit risks of the contract issuer or otherwise. The average yield and crediting interest rate was approximately 5.27% and 5.90%, respectively for 2007. Loans to participants are valued at outstanding loan balances, which approximate fair value.
 
    The average cost of securities sold or distributed is used to determine net investment gains or losses realized. Security transactions are recorded on the trade date. Distributions of common stock, if any, to participants are recorded at the market value of such stock at the time of distribution. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Investment manager fees are netted against Plan investment income. Expenses incurred in connection with the transfer of securities, such as brokerage commissions and transfer taxes, are added to the cost of such securities or deducted from the proceeds thereof.
 
    Use of Estimates and Risks and Uncertainties — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Master Trust invests in various securities including U.S. government securities, corporate debt instruments, stable value funds, other equities, common/collective-trusts, interest-bearing cash, commingled funds, corporate equity investments, and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
    Payment of Benefits — Benefits are recorded when paid.
 
3.   INTEREST IN MASTER TRUST
 
    The Plan’s investment assets are held in a trust account by the Trustee. Use of the Master Trust permits the commingling of investment assets of a number of employee benefit plans of the Company. Each

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    participating plan has an undivided interest in the Master Trust. Although assets of the plans are commingled in the Master Trust, the Recordkeeper maintains supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans.
 
    The fair value of investments of the Master Trust at December 31, 2007 and 2006, is summarized as follows:
                 
    2007     2006  
Vulcan Materials Company common stock*
  $ 312,109,010     $ 375,531,031  
Stable value fund
    35,295,147       33,419,210  
Corporate debt investments-preferred
    42,233,352       89,905,555  
U.S. government securities
    41,271,526       93,064,350  
Other equities
    464,274,187       236,332,840  
Interest-bearing cash
    82,184,223       70,285,005  
Value of interest in common/collective-trusts
    182,932,018       272,916,274  
Commingled funds holding principally venture capital and partnership investments
    80,161,245       66,946,327  
 
           
Total assets
    1,240,460,708       1,238,400,592  
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,587,111 )     (1,050,635 )
 
           
 
               
 
  $ 1,238,873,597     $ 1,237,349,957  
 
           
 
               
Percentage of Plan’s investments in the Master Trust’s investments
    8.2 %     8.4 %
 
           
 
*   Fully participant-directed as of December 31, 2007. Includes participant and nonparticipant-directed investments as of December 31, 2006. The Master Trust’s investment in the Company’s common stock is held solely by participants in the Company’s defined contribution plans.
  The total investment income of the Master Trust for the year ended December 31, 2007, is summarized as follows:
         
Interest
  $ 10,687,766  
Dividends
    7,880,892  
Other
    4,096,731  
Net investment gains
    29,768,993  
 
     
 
       
Total
  $ 52,434,382  
 
     

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4.   PLAN TERMINATION
 
    Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in the Employee Retirement Income Security Act.
 
5.   FEDERAL INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company by a letter dated January 10, 2003, that the Plan and related trust were designed in accordance with the applicable regulations of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter; however, the Company and Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and the related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
6.   EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
    At December 31, 2007 and 2006, the Master Trust held 3,847,598 and 4,122,980 shares, respectively, of common stock of the Company with a cost basis of $172,815,016 and $154,531,355, respectively. During the year ended December 31, 2007, the Master Trust recorded dividend income of $7,047,509 attributable to its investment in the Company’s common stock.

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VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
                     
        (c) Description of Investment, Including        
(a)   (b) Identity of Issue, Borrower,   Maturity Date, Rate of Interest,       (e) Current
      Lessor, or Similar Party   Collateral, and Par or Maturity Value   (d) Cost   Value
*
  Various plan participants   Participant loans at interest rates of 5% to 10.5% maturing in 1 to 60 months   **   $ 9,160,682  
 
*   Party-in-interest.
 
**   Cost information is not required for participant-directed investments and, therefore, is not included.

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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN

 
 
Date: June 30, 2008  By:     /s/ Charles D. Lockhart    
      Charles D. Lockhart   
      Chairman of the Administrative Committee   
 

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EX-23 2 g14081cexv23.htm EX-23 CONSENT OF DELOITTE & TOUCHE LLP EX-23 CONSENT OF DELOITTE & TOUCHE LLP
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-147449 of Vulcan Materials Company on Form S-8 of our report dated June 30, 2008, appearing in this Annual Report on Form 11-K of Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan for the year ended December 31, 2007.
/s/DELOITTE & TOUCHE LLP
Birmingham, Alabama
June 30, 2008

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EX-99 3 g14081cexv99.htm EX-99 SECTION 906, CERTIFICATION EX-99 SECTION 906, CERTIFICATION
Exhibit 99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan (the “Plan”) on Form 11-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Charles D. Lockhart, Chairman of the Administrative Committee of the Plan, who performs the functions equivalent to a chief executive officer and chief financial officer of the Plan, hereby certifies, that, on the date hereof:
  (1)   such Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
         
     
Date: June 30, 2008    /s/ Charles D. Lockhart    
  Charles D. Lockhart   
  Chairman, Administrative Committee
Vulcan Materials Company
Construction Materials Divisions Hourly
    Employees Savings Plan 
 
 
A signed original of this written statement required by Section 906 has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request.

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