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FINANCIAL STATEMENTS: |
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4 | ||||
SUPPLEMENTAL SCHEDULE |
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9 | ||||
NOTE: All other schedules required by Section 2520.103-10 of the Department of
Labors 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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12 |
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2007 | 2006 | |||||||
ASSETS |
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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 | ||||
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ADDITIONS TO NET ASSETS: |
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Participant loan interest income |
$ | 657,419 | ||
Contributions: |
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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: |
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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: |
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Beginning of year |
111,757,659 | |||
End of year |
$ | 110,089,637 | ||
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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 Companys common stock fund as an employee stock ownership plan (ESOP). The ESOP fund allows a participant to elect to have the dividends on the Companys common stock reinvested in the Companys common stock or paid to the participant in cash. | ||
A participant may transfer between the Companys divisions. In these instances, the net assets of the participants 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 Trustees 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 employees contribution (whether pretax, after-tax, or both) ranging from 0% to 100% of that contribution based on the participants years of service, not to exceed 4% of the employees 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 Companys matching contributions are invested in the fund which invests primarily in the Companys 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 participants account in the ratio of the participants account balance to total participants account balances. Distributions and withdrawals are charged to participant accounts. | ||
Distributions and Withdrawals A participants 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 participants 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 participants 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 participants investment accounts will be reduced by the amount of the loan. Any repayment made will be allocated to the participants 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 Plans management is currently evaluating the impact the adoption of FAS 157 would have on the Plans financial position or results of operations. | ||
Valuation of Investments and Income Recognition The Plans investment in the Master Trust represents its proportionate interest. The Plans 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 Plans 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 Plans investments in the
Master Trusts 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 Trusts investment in the Companys common stock is held solely by participants in the Companys 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 Plans 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 Companys common stock. |
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(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 | |||||||
*
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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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VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN |
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Date: June 30, 2008 | By: | /s/ Charles D. Lockhart | ||
Charles D. Lockhart | ||||
Chairman of the Administrative Committee | ||||
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