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one vulcan, locally led
201 7 ANNUAL REPORT
from our chairman Dear Shareholders & Friends
The past year was one of solid performance by our employees, as they worked together to leverage the size and strengths of Vulcan as a whole, while running their operations with a strong entrepreneurial spirit and sense of ownership. This One Vulcan, Locally Led approach characterizes each of our 375 locally-led aggregates facilities. It allows us to deliver growth and market-leading service, while supporting our unwavering commitment to safety and the communities in which we operate.
The backbone of our One Vulcan, Locally Led approach is our people. The exceptional character of the Vulcan family was evident in our people’s response to the 201 7 Gulf Coast hurricanes, California fires, and earthquakes in Mexico. Vulcan employees worked long, hard hours helping our communities regain their footing after these devastating natural disasters. We responded quickly to evacuations, extended power outages, huge logistical challenges and repair costs. I am deeply proud of how our people responded to these emergencies and am honored to lead such an exceptional team.
I am also immensely proud of the safety focus of our people as they work together to ensure
ONE VULCAN, LOCALLY LED
Vulcan has contributed as a major supplier to construction work on Interstate 5 in the Bay Area.
Vulcan employees are active supporters of our communities.
one another’s health, safety and security on the job. Our safety culture defines us. We put our people first. Their success, and that of our Company, follows directly from that ethic.
Our collective safety performance in 2017 was the best in the Company’s 60-year history. Our injury rates were reduced by one third from the previous year, to a world-class level of 0.97 injury incidents per 200,000 hours worked. Our goal remains zero. In fact, 70 percent of our facilities have experienced zero injuries over the past several years.
Of nature’s challenges that our business faced in 2017, the hurricanes had a major and prolonged impact. Hurricanes Harvey and Irma and Tropical Storm Nate, which hammered the Gulf Coast states, affected businesses throughout the building materials industry in the second half of 2017. Construction projects and quarry operations from Texas across the Southeast and up to North Carolina were disrupted. Our product shipments were reduced with corresponding margin loss as a result of the extreme weather and its effects: loss of production efficiency, labor shortages, haul truck disruptions and power outages.
But the results our people were able to achieve in the face of such challenges was a testament to the durability of our business and our One Vulcan approach. For the year we increased total revenues, net earnings, and adjusted earnings before interest, taxes, depreciation and amortization. Our earnings from continuing operations rose to $4.40 per diluted share, compared to $3.11 per diluted share in the previous year.
Even with the operating challenges we encountered in 2017, we saw solid performance and incremental improvement in key areas of the business. The challenges we
encountered only reinforced our commitment to get better. And we know that we can and will keep improving in all that we do. In particular, our people are focused on applying the strategic and operational strengths of our market-leading company in each of our local markets, to further separate us from the competition.
While we are focused on getting better in the present moment, we also take a long-term view of the business. We think about our strategic opportunities and performance in the same way we look at the life of our quarries — over decades, with an emphasis on continuous, compounding improvement. This long-term view also underscores our engagement in our communities, where we have developed strong, lasting relationships and take an active role in helping support the civic life and health in the regions where we operate.
Further, this long-term approach enables us to plan our market position for the future — carefully targeting bolt-on acquisitions and
2 Vulcan Materials Company Annual Report
Vulcan employees at our native plant nursery (Calica Quarry, Playa del Carmen). Calica's environmental programs have been honored with the Mexican gov’t's "Clean Industries" certification, and employees and family members have contributed +21,500 hrs of community service since 2010.
We look to leverage our presence in high-growth markets while at the same time bolstering our market position with strategic additions.
key greenfield sites where we see significant growth potential over the long-term. We already operate in 19 of the 2 5 highest-growth metropolitan areas of the U.S. We look to leverage our presence in these regions while at the same time bolstering our market position with strategic additions, such as the 2017 acquisition of Aggregates USA, which occupies key locations across numerous important markets in the southeastern United States.
This strategic growth strategy and our One Vulcan, Locally Led approach have helped shape who we are today:
• The leader and top performer for an essential building material, aggregates, and uniquely positioned in the best, fastest growing U.S. markets.
• Home to the best team in the industry — talented people actively engaged in safety, serving customers, doing the right thing and looking out for each other, as they grow professionally.
• The most profitable public company in our industry,1 reflecting a relentless focus on operational efficiency so we can best serve our customers and generate value for our investors.
• A leader in our industry in safety, health and environmental performance, with a safety record twice as good as the industry average, and environmental programs resulting in 99 percent citation- free operations out of all federal and state inspections.
Leading community relations programs that serve our neighbors, while ensuring that we grow and thrive in the communities where we operate. This year we achieved a record 44 certified wildlife habitat sites at our operations, the second largest number of sites in the nation, as certified by the Wildlife Habitat Council. We conducted tours for approximately 30,000 students and neighbors at our operations, partnered with 245 adopted schools, and provided scholarships to more than 100 students nationwide.
We have delivered substantial growth and profitability in the past several years as the construction market has expanded and operational improvements we initiated have taken hold — and we are confident that there is much more upside to come.
Current economic indicators and market fundamentals point toward continued market expansion. And, with our pro forma
(1) As measured by gross profit per ton .
ONE VULCAN, LOCALLY LED
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operating capacity at only about 60 percent today, Vulcan is extremely well positioned to further benefit from economies of scale as this growth continues.
Our confidence is underpinned by the tremendous pent-up demand for aggregates in our country. A vivid example of this can be seen in our 201 7 shipments of 1 83 million tons of aggregates. We shipped at nearly that same level in 1998, well before the Great Recession. With nearly 20 years of economic and population growth in our markets, clearly our recovery in shipments has much further to go.
It’s also important to note that, while shipment levels have remained well below normalized demand levels, we have the benefit today of an unrivaled margin
structure, which continues to strengthen. For example, in 1998 our gross profit per ton of aggregates was $2 .1 1. In 201 7, that figure was $4.69, representing about a 4.3% compounded annual improvement in unit profitability over that nearly 20-year period.
The recovery in private construction activity remains strong across much of our portfolio. And — after two years of project delays — public construction demand appears to be firming up, with many public markets poised for growth in 201 8.
For public construction, a key will be the pace at which state transportation departments and contractors can start and complete planned work and work deferred from 201 7. Our backlogs relating to public construction work, particularly
4 Vulcan Materials Company Annual Report
4.3% compounded annual improvement in gross profit per ton of aggregates since 1998.
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highways, continue to increase, suggesting the possibility for stronger growth. Notably, in the last several years, nine of the states we serve, representing more than 75 percent of our revenue, have passed transportation legislation that meaningfully raises long-term road construction funding — including California, Tennessee and South Carolina in 201 7.
We expect the pricing climate to stay positive in 201 8 and beyond. The business should also benefit moving forward from our long-term strategy around capital allocation, giving us the ability to leverage decisions we’ve made over the past few years. During 201 7, we reinvested $464 million into core operating, internal growth and maintenance capex. This was in addition to $345 million reinvested in 201 6. These investments are fundamental actions that strengthen the business. They improve the longer-term efficiency, capacity and flexibility of our production, and they support our strong commitment to superior customer service.
In addition, our growth capital investments have performed well, and the Company remains active in the pursuit of bolt-on acquisitions and other value-creating growth investments. In late December,
Our investments improve the longer-term efficiency, capacity and flexibility of our production, and support strong customer service.
ONE VULCAN, LOCALLY LED
Vulcan assisted with the building of the East Phase of runway 9C/27C at Chicago’s O’Hare Airport.
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During Hurricane Irma, Vulcan secured 1,500 cases of bottled water (over 36,000 bottles) and immediately distributed them to the public.
we closed the acquisition of Aggregates USA for $61 0 million, net of proceeds from divestitures required by federal regulations. This transaction complements and expands Vulcan’s service offerings with three granite quarries in Georgia, and 1 6 rail distribution yards in Georgia, South Carolina and Florida. Vulcan closed seven additional acquisitions in 201 7 that complement our existing positions in Arizona, California, Illinois, New Mexico, Tennessee, and Virginia. Over the last three years, the Company has invested over $1. 2 billion in acquisitions and internal projects for long-term growth, while further strengthening our portfolio through divestitures and swaps.
While making these investments, we’ve maintained an investment grade credit position — consistent with our stated goals — while extending the weighted-average duration of our debt, lowering our weighted-average interest rate, and retaining excellent liquidity.
This performance and progress demonstrate that by harnessing the power of One Vulcan, Locally Led we can continue to maintain our leadership position, deliver substantial growth and profitability, improve the
efficiency and flexibility of our production, support strong customer service, and enhance our portfolio.
In closing, I would like to reflect on an important topic to us and to many shareholders. It concerns a company's obligation to have a “sense of purpose” and not just deliver on profits, but also to make “a positive contribution to society.”
For us, this has never been an “either-or” proposition. In our view, earning a superior return for our shareholders is predicated on doing the right thing. A strategy for sustainable, long-term value creation must include doing right by your employees, your neighbors and the environment in which you operate. From its very beginning, our Company has lived by the creed that doing good for our host communities and our employees is a vital obligation that is essential to our long-term success. Both our business strategy and our shared cultural values have sustained our growth as a company over many years.
When Vulcan began business as a publicly traded company in 1957 to supply the new Interstate Highway System, we became virtually overnight the nation’s largest
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ONE VULCAN, LOCALLY LEDONE VULCAN, LOCALLY LED
supplier of construction aggregates. We have retained that position, and we have grown dramatically and strategically in the years since. Our strategy for long-term value creation is built on solid ground: an aggregates-focused business; selective investments in downstream products that drive local market profitability; a keen focus on markets with high levels of population and employment growth and related infrastructure investment; and a relentless
commitment to continuous improvement, as reflected in our record of margin expansion.
At the same time, we have maintained our commitments to our stakeholders. Our shared cultural values, which we call the Vulcan Way, serve us well in the hundreds of communities where we operate: Do the right thing, the right way, at the right time. Put our people first. Protect safety, health and the environment. Engage constructively with our neighbors and help them build stronger communities. Create value and deep, long- lasting relationships with our customers. And engage our people — create joy in the workplace and new opportunities for them.
This ethic led us decades ago to become the industry leader in our industrial hygiene programs, regularly monitoring our employees’ health to make sure that we have in fact eliminated workplace hazards. It is the motivation driving our primary, and relentless, focus on safety. A well-run company is a safe company. Its employees
Vulcan is committed to protecting human health, safety and the environment.
Our shared cultural values serve us well in the hundreds of communities where we operate.
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6 Vulcan Materials Annual Report
Finally, our commitment to our people is reflected in our compensation and benefits programs. Our well-funded pensions for our legacy employees have been supplemented by award-winning 401 (k) plans and financial planning tools that will enable our employees to retire with security. Our compensation continues to be highly competitive and responsive, with an hourly wage well above the average. We continually seek new ways to reward and incentivize our employees. Last December, we provided bonuses to more than 5,000 of our employees, recognizing their many contributions to a year of outstanding safety performance. We will continue to explore ways to further reinvest in our Company and our employees.
At our Company, we are excited to pull together as One Vulcan, leveraging our strengths, and we are pleased to give our people across all of our geographies the opportunity and obligation to lead, building value for our customers, our communities, and our shareholders. It’s a powerful combination — and a good one.
Thank you for your continuing support.
Tom Hill Chairman and Chief Executive Officer March 6, 2018
go home from work each day just as safe as when they went to work. It also leads us to focus on our environmental stewardship programs with the same intensity that we bring to our health and safety initiatives.
And this ethic means that we understand that the infrastructure materials mining that we do is an interim use of the land. Our land and water assets will be converted to other valuable uses at the end of mining. These include drinking water reservoirs, aquifer recharge basins, public parks, residential and commercial developments, and more. This is the embodiment of delivering sustainable value for both our shareholders and our communities at the same time.
Our belief in doing the right thing is also reflected in our diversity and inclusion initiative, where we are working to ensure that all of our people have a seat at the table and have every opportunity to bring the value that their diverse experiences, backgrounds and cultures provide. It is also reflected in our continuing emphasis on Board diversity, in gender, race and experience. Diversity and inclusion are essential to our One Vulcan approach to running the business.
8 Vulcan Materials Company Annual Report
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exceptional performance
Aggregates Gross Profit Per Ton Growth
2017
1998
183M tons of aggregates sold
180M tons of aggregates sold
16.0B tons reserves in 234
aggregates mining facilities
8.3B tons reserves in 145
aggregates mining facilities
$4.69 gross profit per ton
$2.11 gross profit per ton
4 .3
% C
o m
p o
u n
d A
n n
u al
G ro
w th
ONE VULCAN, LOCALLY LED
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2013
$ 2
4
2014
$ 2
0 5
2015
$ 2
2 1
2016
$ 4
1 9
2017
$ 6
0 1
5-Year Net Earnings $ in millions
Vulcan has continued to deliver
strong financial performance year
in and year out. Through our
aggregates-led strategy focused on
continuous operational improvement;
disciplined investment in organic
and acquisition-led growth; and
an ongoing emphasis on capital
returns and controlling costs, we
have created long-term shareholder
value. Importantly, we are poised
to continue this substantial growth
and profitability into the future.
5-Year Revenue $ in millions
2013
$ 2
,7 7
1
2014
$ 2
,9 9
4
2015
$ 3
,4 2
2
2016
$ 3
,5 9
3
2017
$ 3
,8 9
0
5-Year Adjusted EBITDA2
2013
$ 4
7 0
2014
$ 6
0 0
2015
$ 8
3 5
2016
$ 9
6 6
2017
$ 9
8 2
$ in millions
Aggregates Gross Profit Per Ton Growth
10 Vulcan Materials Company Annual Report
(2) Adjusted EB ITDA is a non-GAAP financial measure. See Page 3 5 in the 10K for a reconciliation of this non-GAAP financial measure to our results reported under GAAP.
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passion for customer service More than an aggregates supplier,
we are a business dedicated to
customer service and finding creative
solutions to meet our customers’
needs. Our “never satisfied” approach
can clearly be felt when it comes to
our passion for serving customers
— we’re always looking for a way
to improve. Being a valued partner
and trusted supplier means that
we’re providing the right product,
with the right specifications, that’s
the right quality, delivered the right
way — on time and safely. It also
means we’re always investing, not
only in our reserves, but in our
service capabilities to address our
customers’ evolving needs and
solve their problems.
ONE VULCAN, LOCALLY LED
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100M+ square feet of commercial and public building space used materials supplied by Vulcan during 2017.
12 Vulcan Materials Company Annual Report
Vulcan contributed to construction work on the new master-planned community Blue Horizon — The Villages Lennar Homes in Buckeye, AZ.
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prioritizing safety
ONE VULCAN, LOCALLY LED
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VMC Recordable Injury Rate3 VMC MSHA Reportable and OSHA Recordable Injury Rate
2010 2011 2012 2013 2014 2015 2016 2017
1.54
1.42
1.51
1.22
1.46 1.49
1.36
0.97
Vulcan’s culture is built on putting
people first. Nowhere is that ethic
better exemplified than in our
relentless focus on safety. We apply
the shared experiences, expertise
and resources of One Vulcan at
each of our locally led sites, with
an emphasis on taking care of
one another. The result is a record
of safety excellence consistently
outperforming the industry average
— and achieving a world-class level
of 0.97 injury incidents per 200,000
hours worked during 201 7.
VMC MSHA Injury Rate Compared to Aggregates Industry 4
2010
2 .2
4
1 .2
5
2011
2 .2
2
1 .2
6
2012
2 .1
2
1 .4
1
2013
2 .0
9
1 .0
1
2014
2 .0
5
1 .4
2
2015
1 .9
7
1 .3
2
2016
1 .9
1
1 .2
7
2017
1 .6
9
0 .9
0 Industry Vulcan
(3) Source: Internal Vulcan Data. (4) Stone, Sand & Gravel Operators, Source: MSHA & Internal Vulcan Data.
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adding value through logistics
ONE VULCAN, LOCALLY LED
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Aggregates logistics are an
important part of our business.
Having the most extensive
distribution network of any
aggregates producer truly sets
Vulcan apart. Whether it’s our
trucking, rail, barge or shipping
network, no company in the
industry has better logistics
capabilities to provide customer
solutions and create the seamless
customer experience at a
competitive price.
~80% of our total aggregates shipments are delivered from the producing location to the customer by truck.
16 Vulcan Materials Company Annual Report
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well positioned for the future Over time, Vulcan has strategically
and systematically built the most
valuable aggregates franchise in
the world. We have a footprint that
is impossible to replicate — well
positioned to serve our customers
and benefit from the expected
population growth in key regions.
As state and federal spending
increases, Vulcan is poised to
benefit greatly from growing private
and public demand for aggregates,
thereby delivering significant value
for shareholders.
ONE VULCAN, LOCALLY LED
Recent Increases in State Funding 201 3 – 201 7
CA 140%
TX 130%
VA 18%
FL 37%
NC 33%
TN 41%
MD 38%
79%GA
SC 75%
+75% of VMC Revenue
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We Are In 19 of the 25 Highest Growth Metro Areas 5
States Served by Vulcan • Markets Served by Vulcan
Philadelphia
San Francisco
Phoenix
Los Angeles Riverside
San Diego
Dallas
San Antonio Austin
Houston
Chicago
Nashville
Atlanta
Charlotte
Raleigh
Washington
Miami
Orlando Tampa
18 Vulcan Materials Company Annual Report
(5) Source: Woods & Poole People Added 201 7 – 2027.
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10K
ONE VULCAN, LOCALLY LED
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Vulcan’s Top 10 Revenue Producing States in 2017 Other Vulcan-served States
Symbols indicate states where Vulcan is integrated into additional product lines:
Asphalt Concrete Calcium
Production Facilities Distribution Facilities Shipping by Rail Shipping by Barge Shipping by Ocean Vessel
110
105
100
95
90 Jan ‘16
Nov ‘17
Oct ‘17
Sep ‘17
Aug ‘17
Jul ‘17
Jun ‘17
May ‘17
Apr ‘17
Mar ‘17
Feb ‘17
Jan ‘17
Dec ‘16
Nov ‘16
Oct ‘16
Sep ‘16
Aug ‘16
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Feb ‘16
Dec ‘17
.
Exhibit 21
EXHIBIT 21 SUBSIDIARIES AS OF JANUARY 31, 2018
State or Other
Jurisdiction of Incorporation or Organization
% Owned Directly or
Indirectly by Vulcan Aggregates USA, LLC Aggregates USA (Augusta), LLC Aggregates USA (Macon), LLC Aggregates USA (Savannah), LLC Aggregates USA (Sparta), LLC Arundel Company, LLC Azusa Rock, LLC Black Point Aggregates, Inc. Calizas Industriales del Carmen, S.A. de C.V. CalMat Co. Calmat Leasing Company, LLC Central Division Logistics, LLC Chesapeake Marine Partnership D C Materials, Inc. Florida Cement, LLC Florida Rock Industries, Inc. Freeport Aggregates Limited FRI Bahamas Ltd. Fulton Concrete Company, LLC Harper Brothers, LLC Heritage Logistics, LLC Legacy Vulcan, LLC Maryland Rock Industries, LLC Maryland Stone, LLC Mideast Division Logistics, LLC Mountain West Logistics, LLC Rancho Piedra Caliza, S.A. de C.V. Rapica Servicios Tecnicos Y Administrativos, S.A. de C.V. RECO Transportation, LLC S & G Concrete Company, LLC Salisbury Towing, LLC Servicios Integrales, Gestoria Y Administracion, S.A. de C. V. Soportes Tecnicos Y Administrativos, S.A. de C.V. Southeast Division Logistics, LLC Southern Gulf Coast Division Logistics, LLC Statewide Transport, LLC TCS Materials, LLC Triangle Rock Products, LLC VCA Shipping Services, LLC VGCM, LLC Virginia Concrete Company, LLC Vulcan Aggregates Company, LLC Vulcan Asphalt, LLC Vulcan Concrete, LLC Vulcan Construction Materials, LLC Vulcan Gulf Coast Materials, LLC Vulcan Lands, Inc. Vulcan Shipping Company, Limited
Delaware Delaware Delaware Delaware Delaware Delaware Delaware Nova Scotia Mexico Delaware Delaware Delaware Maryland District of Columbia Delaware Florida Bahamas Bahamas Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Mexico Mexico Delaware Delaware Delaware Mexico Mexico Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware North Carolina New Jersey Bahamas
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
Exhibit 23
EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-202769, 333-197519 and 333-196819 on Form S-3 and Registration Statements No. 333-211349, 333-182498, 333-160302, 333-148993, 333-148238, 333-147450, and 333-147449 on Form S-8 of our reports dated February 27, 2018, relating to the consolidated financial statements of Vulcan Materials Company and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 2017.
/s/ DELOITTE & TOUCHE LLP
Birmingham, Alabama February 27, 2018
Exhibit 24
EXHIBIT 24
POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints Michael R. Mills, Jerry F. Perkins Jr. and C. Samuel Todd and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Annual Report on Form 10-K for the year ended December 31, 2017 of said corporation to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and to any and all amendments to said report.
The undersigned hereby grants to said attorneys full power of substitution, resubstitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 12th day of February, 2018.
/s/ Thomas A. Fanning Thomas A. Fanning /s/ O.B. Grayson Hall, Jr. O.B. Grayson Hall, Jr. /s/ Cynthia L. Hostetler Cynthia L. Hostetler /s/ Richard T. O'Brien Richard T. O'Brien /s/ James T. Prokopanko James T. Prokopanko /s/ Kathleen L Quirk Kathleen L. Quirk /s/ David P. Steiner David P. Steiner /s/ Lee J. Styslinger, III Lee J. Styslinger, III /s/ Kathleen Wilson-Thompson Kathleen Wilson-Thompson
Exhibit 31(a)
EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, J. Thomas Hill, certify that: 1. I have reviewed this annual report on Form 10-K of Vulcan Materials Company;
2. Based on my knowledge, this 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the 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 registrant’s 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 registrant's internal control over financial reporting.
Date February 27, 2018
J. Thomas Hill Chairman, President and Chief Executive Officer
Exhibit 31(b)
EXHIBIT 31(b) CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John R. McPherson, certify that: 1. I have reviewed this annual report on Form 10-K of Vulcan Materials Company;
2. Based on my knowledge, this 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the 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 registrant’s 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 registrant's internal control over financial reporting.
Date February 27, 2018
John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer
Exhibit 32(a)
EXHIBIT 32(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF VULCAN MATERIALS COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
I, J. Thomas Hill, Chairman, President and Chief Executive Officer of Vulcan Materials Company, certify that the Annual Report on Form 10-K (the “report”) for the year ended December 31, 2017, filed with the Securities and Exchange Commission on the date hereof: (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.
J. Thomas Hill Chairman, President and Chief Executive Officer February 27, 2018
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32(b)
EXHIBIT 32(b) CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF VULCAN MATERIALS COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
I, John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer of Vulcan Materials Company, certify that the Annual Report on Form 10-K (the “report”) for the year ended December 31, 2017, filed with the Securities and Exchange Commission on the date hereof: (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.
John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer February 27, 2018
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.
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Supplemental 1
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
SUPPLEMENTAL INFORMATION (UNAUDITED) — NOT FILED IN THE FORM 10-K INDEX
11-YEAR SCHEDULES 2 Enterprise Financial Data
3 Continuing Operations — Supplementary Data
4 Consolidated Statements of Earnings and Supplementary Data
5 Consolidated Balance Sheets and Other Financial Data
6 Consolidated Statements of Cash Flows
7 Total Revenues, Net Earnings and Earnings Per Share
8 Common Stock Prices, Dividends and Related Data
9 Reconciliation of Non-GAAP Measures
OTHER INFORMATION 10 Board of Directors and Committees
11 Corporate and Construction Materials Officers
12 Shareholder Information
Supplemental 2
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
ENTERPRISE FINANCIAL DATA in millions 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Average Capital Employed 1
Continuing operations 8,227.0$ 7,757.3$ 7,674.3$ 7,480.6$ 7,660.6$ 7,662.4$ 7,845.9$ 8,070.5$ 8,385.2$ 8,527.7$ 4,115.0$ Cash items 496.5 207.3 179.0 215.4 197.1 208.8 112.7 82.7 52.5 104.2 52.7 Subtotal 8,723.5$ 7,964.6$ 7,853.3$ 7,696.0$ 7,857.7$ 7,871.2$ 7,958.6$ 8,153.2$ 8,437.7$ 8,631.9$ 4,167.7$ Discontinued operations 13.4 4.4 3.6 9.1 (1.0) (8.3) 6.9 2.2 4.6 1.3 1.4 Total 8,736.9$ 7,969.0$ 7,856.9$ 7,705.1$ 7,856.7$ 7,862.9$ 7,965.5$ 8,155.4$ 8,442.3$ 8,633.2$ 4,169.1$
Capital Expenditures 2
Continuing operations 464.2$ 344.9$ 304.0$ 223.1$ 284.6$ 95.8$ 97.9$ 79.4$ 106.5$ 354.2$ 480.5$
Property, Plant & Equipment from Acquisitions - Continuing Operations 465.6$ 15.5$ 26.6$ 194.0$ 76.2$ 0.0$ 56.6$ 51.2$ 14.2$ 85.4$ 1,648.3$
Depreciation, Depletion, Accretion and Amortization from Continuing Operations 306.0$ 284.9$ 274.8$ 279.5$ 307.1$ 332.0$ 361.7$ 382.1$ 394.6$ 389.1$ 271.5$
Increase (Decrease) in Working Capital Continuing operations 136.8$ 51.0$ (29.9)$ 15.9$ 34.6$ (12.6)$ 2.4$ (20.8)$ (102.4)$ (153.4)$ (341.3)$ Cash, debt and other financing working capital (164.5) (17.2) 292.4 (199.7) 69.2 104.3 263.0 351.0 756.7 755.2 (1,282.3) Total (27.7)$ 33.8$ 262.5$ (183.8)$ 103.8$ 91.7$ 265.4$ 330.2$ 654.3$ 601.8$ (1,623.6)$
Gain on Sale of Property, Plant & Equipment and Businesses Continuing operations 17.8$ 15.4$ 9.9$ 244.2$ 39.3$ 68.5$ 47.8$ 59.3$ 27.1$ 94.2$ 58.7$ Discontinued operations 0.0 0.0 0.0 0.0 11.7 10.2 11.0 8.8 0.8 0.0 0.0 Total 17.8$ 15.4$ 9.9$ 244.2$ 51.0$ 78.7$ 58.8$ 68.1$ 27.9$ 94.2$ 58.7$
Cash Proceeds from Sale of Property, Plant & Equipment, Businesses and Volumetric Production Payment 3
Continuing operations 15.8$ 23.3$ 8.2$ 747.4$ 209.3$ 164.3$ 76.1$ 55.8$ 22.3$ 241.3$ 89.5$ Discontinued operations 0.0 0.0 0.0 0.0 13.0 11.3 12.3 8.8 11.5 10.0 30.0 Total 15.8$ 23.3$ 8.2$ 747.4$ 222.3$ 175.6$ 88.4$ 64.6$ 33.8$ 251.3$ 119.5$
1 Capital employed is the sum of interest-bearing debt, other noncurrent liabilities and equity. Average capital employed is a 12-month average. 2 Capital expenditures include capitalized replacements of and additions to property, plant & equipment, including capitalized leases, renewals and betterments. Capital
expenditures exclude property, plant & equipment obtained by business acquisitions. 3 Cash proceeds for 2013 and 2012 include $153.1 million and $73.6 million, respectively, of Volumetric Production Payments as described in Note 1, caption Deferred Revenue.
Supplemental 3
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONTINUING OPERATIONS—SUPPLEMENTARY DATA in millions, except per unit data 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Total Revenues Aggregates 1 3,096.1$ 2,961.8$ 2,777.8$ 2,346.4$ 2,025.0$ 1,863.9$ 1,891.7$ 1,919.9$ 1,985.4$ 2,605.1$ 2,685.9$ Asphalt 622.1 512.3 530.7 445.6 407.7 398.4 399.0 369.9 393.7 533.4 514.5 Concrete 2 417.8 330.1 299.2 375.8 471.7 406.4 374.7 383.2 439.4 667.8 251.4 Calcium 3 7.7 8.9 8.6 25.0 99.0 85.8 71.9 80.2 72.5 106.5 14.1 Segment sales 4,143.7$ 3,813.1$ 3,616.3$ 3,192.8$ 3,003.4$ 2,754.5$ 2,737.3$ 2,753.2$ 2,891.0$ 3,912.8$ 3,465.9$ Aggregates intersegment sales (253.4) (220.4) (194.1) (189.4) (185.4) (148.2) (142.6) (154.1) (165.3) (206.8) (138.1) Calcium intersegment sales 0.0 0.0 0.0 (9.2) (47.3) (39.0) (30.1) (40.2) (35.2) (54.6) 0.0 Total revenues 3,890.3$ 3,592.7$ 3,422.2$ 2,994.2$ 2,770.7$ 2,567.3$ 2,564.6$ 2,558.9$ 2,690.5$ 3,651.4$ 3,327.8$
2,392.7$ 2,294.2$ 2,112.5$ 1,794.0$ 1,576.0$ 1,471.6$ 1,466.1$ 1,495.1$ 1,553.9$ 2,038.4$ 2,162.0$ 183.2 181.4 178.3 162.4 145.9 141.0 143.0 147.6 150.9 204.3 231.2 13.06$ 12.65$ 11.85$ 11.05$ 10.80$ 10.44$ 10.25$ 10.13$ 10.30$ 9.98$ 9.35$
10.4 9.4 9.7 7.4 6.9 6.7 7.2 7.2 7.4 9.5 10.5 52.64$ 53.45$ 54.27$ 54.39$ 54.83$ 55.33$ 54.71$ 50.58$ 52.66$ 55.16$ 48.47$
3.6 3.0 2.8 3.7 4.8 4.2 3.9 4.1 4.3 6.4 2.5
Average Unit Sales Price and Unit Shipments Aggregates Freight-adjusted revenues 4
Aggregates — tons 5
Freight-adjusted sales price 6
Other products Asphalt Mix — tons Asphalt Mix — sales price
Ready-mixed concrete — cubic yards Ready-mixed concrete — sales price 116.45$ 110.02$ 106.44$ 99.46$ 93.10$ 92.19$ 92.16$ 86.95$ 96.53$ 97.75$ 95.56$
Calcium — tons 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.2 0.3 0.0 Calcium — sales price 28.26$ 27.08$ 26.70$ 26.50$ 25.44$ 24.55$ 23.80$ 28.42$ 29.75$ 22.90$ 21.33$
Cement — tons 0.0 0.0 0.0 0.2 1.1 0.9 0.8 0.8 0.6 1.0 0.2 Cement — sales price 0.00$ 0.00$ 0.00$ 92.51$ 83.05$ 77.77$ 73.66$ 79.27$ 95.70$ 96.75$ 93.85$
Aggregates Sales Volume by End Use (estimated) Highways 24% 26% 26% 26% 27% 30% 31% 30% 27% 25% 25% Other nonbuilding infrastructure 13% 14% 16% 16% 17% 19% 19% 20% 15% 13% 11% Residential construction 21% 20% 19% 19% 19% 17% 16% 15% 16% 17% 19% Nonresidential construction 39% 37% 36% 35% 33% 29% 28% 29% 37% 42% 42% Nonconstruction 3% 3% 3% 4% 4% 5% 6% 6% 5% 3% 3%
Total 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
Using public funds 46% 47% 49% 50% 52% 54% 55% 55% 50% 45% 47% Using private funds 54% 53% 51% 50% 48% 46% 45% 45% 50% 55% 53%
Total 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 1 Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight and delivery revenues associated with the aggregates business. 2 Includes ready-mixed concrete, concrete block, precast concrete, as well as building materials purchased for resale. On March 7, 2014, we sold our concrete business in
the Florida area. 3 Includes cement and calcium products. On March 7, 2014, we sold our cement business. 4 Freight-adjusted revenues are total sales dollars less freight to remote distribution sites. 5 Includes tons marketed and sold on behalf of a third-party pursuant to volumetric production payment (VPP) agreements and tons shipped to our down-stream operations
(i.e., asphalt mix and ready-mixed concrete). 6 Freight-adjusted sales price is calculated as freight-adjusted revenues divided by aggregates tons.
Supplemental 4
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS AND SUPPLEMENTARY DATA in millions, except per share data 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Total revenues 3,890.3$ 3,592.7$ 3,422.2$ 2,994.2$ 2,770.7$ 2,567.3$ 2,564.6$ 2,558.9$ 2,690.5$ 3,651.4$ 3,327.8$ Cost of revenues 2,889.7 2,591.9 2,564.6 2,406.6 2,343.8 2,233.3 2,280.7 2,258.2 2,244.5 2,901.7 2,376.9
Gross profit 1,000.6 1,000.8 857.6 587.6 426.9 334.0 283.9 300.7 446.0 749.7 950.9 Selling, administrative and general expenses 323.9 315.0 286.8 272.3 259.4 259.1 290.0 327.5 321.6 342.6 289.6 Other operating income (expense), net (29.6) (6.2) (21.0) 222.8 22.9 9.9 69.6 12.3 24.1 (158.0) 53.1
Operating earnings 647.1 679.6 549.8 538.1 190.4 84.8 63.5 (14.5) 148.5 249.1 714.4 Other income (expense), net 5.3 0.9 (1.7) 3.1 7.5 6.7 0.0 3.0 5.3 (4.4) (5.3) Interest income 4.4 0.8 0.3 1.0 0.9 1.1 3.4 0.9 2.3 3.1 6.6 Interest expense 295.5 134.0 220.5 243.4 202.5 213.0 220.6 181.6 175.3 172.8 48.2
Earnings (loss) from continuing operations before income taxes 361.3 547.3 327.9 298.8 (3.7) (120.4) (153.7) (192.2) (19.2) 75.0 667.5 Income tax expense (benefit) (232.1) 124.9 94.9 91.7 (24.5) (66.5) (78.4) (89.7) (37.8) 71.7 204.4
Earnings (loss) from continuing operations 593.4 422.4 233.0 207.1 20.8 (53.9) (75.3) (102.5) 18.6 3.3 463.1 Earnings (loss) on discontinued operations, net of tax 7.8 (2.9) (11.8) (2.2) 3.6 1.3 4.5 6.0 11.7 (2.4) (12.2) Net earnings (loss) 601.2$ 419.5$ 221.2$ 204.9$ 24.4$ (52.6)$ (70.8)$ (96.5)$ 30.3$ 0.9$ 450.9$
Diluted earnings (loss) per share Continuing operations 4.40$ 3.11$ 1.72$ 1.56$ 0.16$ (0.42)$ (0.58)$ (0.80)$ 0.16$ 0.03$ 4.66$ Discontinued operations 0.06 (0.02) (0.08) (0.02) 0.03 0.01 0.03 0.05 0.09 (0.02) (0.12) Diluted net earnings (loss) per share 4.46$ 3.09$ 1.64$ 1.54$ 0.19$ (0.41)$ (0.55)$ (0.75)$ 0.25$ 0.01$ 4.54$
Gross profit as a percentage of total revenues 25.7% 27.9% 25.1% 19.6% 15.4% 13.0% 11.1% 11.8% 16.6% 20.5% 28.6% Net earnings As a percentage of total revenues 15.5% 11.7% 6.5% 6.8% 0.9% -2.0% -2.8% -3.8% 1.1% 0.0% 13.5% As a percentage of average equity 13.0% 9.4% 5.2% 5.0% 0.6% -1.4% -1.8% -2.4% 0.8% 0.0% 18.4% Effective tax rate -64.2% 22.8% 29.0% 30.7% 660.5% 55.2% 51.0% 46.6% 197.0% 95.5% 30.6%
Supplemental 5
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS AND OTHER FINANCIAL DATA dollars in millions as of December 31 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Assets Cash and cash equivalents 141.6$ 259.0$ 284.1$ 141.3$ 193.7$ 275.5$ 155.8$ 47.5$ 22.3$ 10.2$ 34.9$ Restricted cash 5.1 9.1 1.2 0.0 0.0 0.0 0.1 0.5 0.0 0.0 0.0 Medium-term investments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 4.1 36.7 0.0 Accounts and notes receivable 588.3 491.8 418.0 373.8 339.6 297.0 314.9 317.8 268.0 357.0 421.9 Inventories 384.3 345.6 347.1 321.8 344.6 335.0 327.7 319.8 325.0 364.3 356.3 Current deferred income taxes 0.0 0.0 0.0 39.7 40.4 40.7 43.0 54.7 56.9 63.2 35.3 Prepaid expenses 60.8 31.7 34.2 28.7 22.6 21.7 21.6 20.3 43.1 55.2 40.1 Assets held for sale 0.0 0.0 0.0 15.2 10.6 15.1 0.0 13.2 15.1 0.0 259.8 Total current assets 1,180.1 1,137.2 1,084.6 920.5 951.5 985.0 863.1 773.8 734.5 886.6 1,148.3 Investments and long-term receivables 35.1 39.2 40.6 41.6 42.4 42.1 29.0 37.4 33.3 28.0 25.4 Property, plant & equipment, net 3,918.9 3,261.4 3,156.3 3,071.6 3,312.0 3,159.2 3,418.2 3,632.9 3,874.7 4,155.8 3,620.1 Goodwill 3,122.3 3,094.8 3,094.8 3,094.8 3,081.5 3,086.7 3,086.7 3,097.0 3,096.3 3,085.5 3,789.1 Other assets 1,248.5 938.9 925.3 912.6 845.7 822.4 796.1 798.4 787.7 753.4 344.5 Total 9,504.9$ 8,471.5$ 8,301.6$ 8,041.1$ 8,233.1$ 8,095.4$ 8,193.1$ 8,339.5$ 8,526.5$ 8,909.3$ 8,927.4$
Liabilities and Equity Current maturities 41.4$ 0.1$ 0.1$ 150.1$ 0.2$ 150.6$ 134.8$ 5.2$ 385.4$ 311.7$ 35.2$ Short-term borrowings 0.0 0.0 0.0 0.0 0.0 0.0 0.0 285.5 236.5 1,082.5 2,091.5 Other current liabilities 401.5 372.1 353.4 301.3 298.9 285.0 271.5 291.5 251.1 285.5 395.2 Liabilities of assets held for sale 0.0 0.0 0.0 0.5 0.0 0.8 0.0 0.1 0.4 0.0 6.3 Long-term debt 2,813.5 1,982.8 1,980.3 1,834.6 2,496.2 2,495.2 2,644.5 2,427.5 2,116.1 2,153.6 1,529.8 All other noncurrent liabilities 1,279.6 1,544.0 1,513.6 1,577.9 1,499.7 1,402.7 1,350.7 1,373.9 1,508.9 1,546.2 1,098.6 Equity 4,968.9 4,572.5 4,454.2 4,176.7 3,938.1 3,761.1 3,791.6 3,955.8 4,028.1 3,529.8 3,770.8 Total 9,504.9$ 8,471.5$ 8,301.6$ 8,041.1$ 8,233.1$ 8,095.4$ 8,193.1$ 8,339.5$ 8,526.5$ 8,909.3$ 8,927.4$
Other Financial Data Average Capital Employed Current maturities 49.1$ 0.1$ 60.7$ 12.7$ 58.7$ 203.4$ 15.6$ 315.7$ 150.5$ 250.9$ 3.8$ Short-term borrowings 0.0 0.0 41.9 4.2 21.5 0.0 137.9 171.3 508.1 1,544.1 602.6 Long-term debt 2,542.2 1,982.5 1,912.2 2,079.6 2,524.2 2,587.5 2,637.9 2,259.5 2,455.1 1,863.2 423.4 All other noncurrent liabilities 1,511.4 1,506.3 1,567.2 1,505.6 1,454.0 1,315.5 1,303.5 1,417.1 1,531.0 1,144.2 664.8 Equity 4,634.2 4,480.1 4,274.9 4,103.0 3,798.3 3,756.5 3,870.6 3,991.8 3,797.6 3,830.8 2,474.5 Total 8,736.9$ 7,969.0$ 7,856.9$ 7,705.1$ 7,856.7$ 7,862.9$ 7,965.5$ 8,155.4$ 8,442.3$ 8,633.2$ 4,169.1$
Capital Expenditures Cash purchases of property, plant & equipment 459.6$ 350.1$ 289.3$ 224.9$ 275.4$ 93.4$ 98.9$ 86.3$ 109.7$ 353.2$ 483.3$ Accruals and other items for property, plant & equipment 4.6 (5.2) 14.7 (1.8) 9.2 2.4 (1.0) (6.9) (3.2) 0.6 (2.8) Debt issued for property, plant & equipment 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 0.0 Total 464.2$ 344.9$ 304.0$ 223.1$ 284.6$ 95.8$ 97.9$ 79.4$ 106.5$ 354.2$ 480.5$
Acquisitions Cash paid 1,109.7$ 32.5$ 27.2$ 284.2$ 90.0$ 0.0$ 10.5$ 70.5$ 37.0$ 84.1$ 3,297.9$ Cash acquired 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.9 Stock issued 0.0 0.0 0.0 45.2 0.0 (0.1) 18.6 0.0 0.0 25.0 1,436.5 Payable to seller 9.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.0 0.0 0.0 Fair value - net assets swap 9.9 0.0 20.0 2.4 0.0 0.0 26.0 0.0 0.0 43.0 0.0 Total 1,129.3$ 32.5$ 47.2$ 331.8$ 90.0$ (0.1)$ 55.1$ 70.5$ 39.0$ 152.1$ 4,737.3$
Working capital 737.2$ 764.9$ 731.1$ 468.6$ 652.4$ 548.6$ 456.8$ 191.4$ (138.8)$ (793.2)$ (1,380.0)$ Ratio of earnings to fixed charges 1 2.1 4.0 2.2 2.1 1.0 0.5 0.4 0.1 0.9 1.3 9.2 Total debt as a percentage of total capital 2 36.5% 30.2% 30.8% 32.2% 39.0% 41.6% 42.6% 40.7% 40.5% 50.1% 49.2% Average number of employees 8,039 7,375 7,024 6,794 7,027 6,993 7,555 7,997 8,580 9,917 8,245
1 Ratio of earnings to fixed charges is the sum of earnings from continuing operations before income taxes, minority interest in earnings of a consolidated subsidiary, amortization of capitalized interest and fixed charges net of interest capitalization credits, divided by fixed charges. Fixed charges are the sum of interest expense before capitalization credits, amortization of financing costs and one-third of rental expense.
2 Total debt as a percentage of total capital is the sum of short-term borrowings, current maturities and long-term debt, divided by total capital. Total capital is the sum of total debt and equity.
Supplemental 6
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS in millions 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Operating Activities Net earnings (loss) 601.2$ 419.5$ 221.2$ 204.9$ 24.4$ (52.6)$ (70.8)$ (96.5)$ 30.3$ 0.9$ 450.9$ Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation, depletion, accretion and amortization 306.0 284.9 274.8 279.5 307.1 332.0 361.7 382.1 394.6 389.1 271.5 (Increase) decrease in assets excluding the initial effects of business acquisitions and dispositions (147.9) (86.8) (33.5) (50.9) (38.4) (20.8) 4.4 (78.2) 95.7 16.7 25.2 Increase (decrease) in liabilities excluding the initial effects of business acquisitions and dispositions (21.5) (6.0) 10.4 (42.4) (22.1) 41.2 (16.3) 98.2 (5.4) (101.9) 4.4 Other, net (93.1) 33.0 46.6 (130.1) 85.5 (61.3) (110.0) (102.9) (62.2) 130.4 (43.9) Net cash provided by operating activities 644.7$ 644.6$ 519.5$ 261.0$ 356.5$ 238.5$ 169.0$ 202.7$ 453.0$ 435.2$ 708.1$
Investing Activities Purchases of property, plant & equipment (459.6) (350.1) (289.3) (224.9) (275.4) (93.4) (98.9) (86.3) (109.7) (353.2) (483.3) Proceeds from sale of property, plant & equipment 15.8 23.3 8.2 26.0 17.6 80.8 13.7 13.6 17.7 25.5 88.9 Proceeds from sale of businesses 287.3 0.0 0.0 721.4 51.6 21.2 74.7 51.0 16.1 225.8 30.6 Payment for business acquisitions (1,109.7) (32.5) (27.2) (284.2) (90.0) 0.0 (10.5) (70.5) (37.0) (84.1) (3,297.9) (Increase) decrease in medium-term investments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 3.6 33.3 (36.7) 0.0 (Increase) decrease in investments and long-term receivables 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (1.2) 5.0 Withdrawal of earnings from nonconsolidated companies 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.7 0.0 Other, net (3.3) 2.1 (0.2) 0.1 0.0 1.7 1.1 0.7 (0.4) 33.1 2.4 Net cash provided by (used for) investing activities (1,269.5)$ (357.2)$ (308.5)$ 238.4$ (296.2)$ 10.3$ (19.9)$ (87.9)$ (80.0)$ (189.1)$ (3,654.3)$
Financing Activities Net short-term borrowings (payments) 0.0 0.0 235.0 0.0 0.0 0.0 (285.5) 49.0 (848.0) (1,009.0) 1,892.6 Payment of current maturities, long-term debt and line of credit (1,463.3) 0.0 (695.1) (579.8) (150.6) (134.8) (743.1) (519.2) (361.7) (48.8) (2.0) Proceeds from issuance of long-term debt 2,200.0 0.0 400.0 0.0 0.0 0.0 1,100.0 450.0 397.7 949.1 1,223.6 Purchases of common stock (60.3) (161.5) (21.5) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (4.8) Proceeds from issuance of common stock 0.0 0.0 0.0 30.6 3.8 0.0 4.9 41.7 606.5 55.1 0.0 Dividends paid (132.3) (106.3) (53.2) (28.9) (5.2) (5.2) (98.2) (127.8) (171.5) (214.8) (181.3) Proceeds from exercise of stock options 0.0 0.0 73.0 23.5 9.8 10.5 3.6 20.5 17.3 24.6 35.1 Excess tax benefits from share-based compensation 0.0 0.0 18.4 3.5 0.2 0.3 0.1 0.8 2.1 11.2 29.2 Other, net (40.7) (36.8) (23.6) (0.7) (0.1) 0.0 (23.0) (4.1) (3.3) (38.2) (66.5) Net cash provided by (used for) financing activities 503.4$ (304.6)$ (67.0)$ (551.8)$ (142.1)$ (129.2)$ (41.2)$ (89.1)$ (360.9)$ (270.8)$ 2,925.9$
Net increase (decrease) in cash and cash equivalents and restricted cash (121.4) (17.2) 144.0 (52.4) (81.8) 119.6 107.9 25.7 12.1 (24.7) (20.3) Cash and cash equivalents and restricted cash at beginning of year 268.0 285.3 141.3 193.7 275.5 155.9 48.0 22.3 10.2 34.9 55.2 Cash and cash equivalents and restricted cash at end of year 146.6$ 268.1$ 285.3$ 141.3$ 193.7$ 275.5$ 155.9$ 48.0$ 22.3$ 10.2$ 34.9$
Supplemental 7
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
TOTAL REVENUES, NET EARNINGS AND EARNINGS PER SHARE in millions, except per share data 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Total Revenues First quarter 787.3$ 754.7$ 631.3$ 574.4$ 538.2$ 535.9$ 487.2$ 493.3$ 600.3$ 817.3$ 687.2$ Second quarter 1,030.8 956.8 895.1 791.1 738.7 694.1 702.0 736.2 721.9 1,021.6 878.8 Third quarter 1,094.7 1,008.1 1,038.5 873.6 813.6 728.9 760.8 743.2 778.2 1,013.3 904.9 Fourth quarter 977.5 873.1 857.3 755.1 680.2 608.4 614.6 586.2 590.1 799.2 856.9 Total 3,890.3$ 3,592.7$ 3,422.2$ 2,994.2$ 2,770.7$ 2,567.3$ 2,564.6$ 2,558.9$ 2,690.5$ 3,651.4$ 3,327.8$
Operating Earnings (Loss) First quarter 72.4$ 64.9$ 10.8$ 194.7$ (50.1)$ (46.3)$ (61.2)$ (36.8)$ (1.3)$ 66.8$ 137.1$ Second quarter 194.0 213.8 153.8 103.2 86.9 19.7 23.5 1.2 65.7 238.5 217.2 Third quarter 229.5 227.1 212.2 140.3 99.8 55.9 106.7 50.4 82.7 128.3 214.3 Fourth quarter 151.2 173.8 173.0 99.9 53.8 55.5 (5.5) (29.3) 1.4 (184.5) 145.8 Total 647.1$ 679.6$ 549.8$ 538.1$ 190.4$ 84.8$ 63.5$ (14.5)$ 148.5$ 249.1$ 714.4$
Earnings (Loss) from Continuing Operations First quarter 43.5$ 42.0$ (36.7)$ 54.5$ (61.6)$ (57.1)$ (64.6)$ (44.5)$ (32.3)$ 14.5$ 89.3$ Second quarter 111.7 127.2 49.8 46.5 30.1 (17.0) (7.1) (22.5) 15.6 141.2 143.7 Third quarter 110.2 145.1 126.2 67.8 42.2 15.6 22.4 10.6 47.9 59.8 143.9 Fourth quarter 328.0 108.1 93.7 38.3 10.1 4.6 (26.0) (46.1) (12.6) (212.2) 86.2 Total 593.4$ 422.4$ 233.0$ 207.1$ 20.8$ (53.9)$ (75.3)$ (102.5)$ 18.6$ 3.3$ 463.1$
Basic Earnings (Loss) Per Share from Continuing Operations First quarter 0.33$ 0.31$ (0.28)$ 0.42$ (0.47)$ (0.44)$ (0.50)$ (0.35)$ (0.29)$ 0.13$ 0.94$ Second quarter 0.84 0.95 0.37 0.35 0.23 (0.13) (0.05) (0.18) 0.14 1.28 1.50 Third quarter 0.83 1.09 0.95 0.51 0.32 0.12 0.17 0.08 0.38 0.54 1.50 Fourth quarter 2.47 0.82 0.70 0.29 0.08 0.03 (0.20) (0.36) (0.10) (1.92) 0.85 Full year 4.48$ 3.17$ 1.75$ 1.58$ 0.16$ (0.42)$ (0.58)$ (0.80)$ 0.16$ 0.03$ 4.77$
Diluted Earnings (Loss) Per Share from Continuing Operations First quarter 0.32$ 0.31$ (0.28)$ 0.41$ (0.47)$ (0.44)$ (0.50)$ (0.35)$ (0.29)$ 0.13$ 0.91$ Second quarter 0.83 0.93 0.37 0.35 0.23 (0.13) (0.05) (0.18) 0.14 1.27 1.46 Third quarter 0.82 1.07 0.93 0.51 0.32 0.12 0.17 0.08 0.38 0.54 1.47 Fourth quarter 2.43 0.80 0.69 0.29 0.08 0.03 (0.20) (0.36) (0.10) (1.92) 0.83 Full year 4.40$ 3.11$ 1.72$ 1.56$ 0.16$ (0.42)$ (0.58)$ (0.80)$ 0.16$ 0.03$ 4.66$
Net Earnings (Loss) First quarter 44.9$ 40.2$ (39.7)$ 54.0$ (54.8)$ (52.1)$ (54.7)$ (38.7)$ (32.8)$ 13.9$ 88.9$ Second quarter 120.1 124.7 48.2 46.0 28.8 (18.3) (8.1) (24.0) 22.2 140.8 142.0 Third quarter 108.6 142.0 123.8 66.9 41.4 14.3 20.0 13.2 54.2 59.1 135.4 Fourth quarter 327.6 112.6 88.9 38.0 9.0 3.5 (28.0) (47.0) (13.3) (212.9) 84.6 Total 601.2$ 419.5$ 221.2$ 204.9$ 24.4$ (52.6)$ (70.8)$ (96.5)$ 30.3$ 0.9$ 450.9$
Basic Net Earnings (Loss) Per Share First quarter 0.34$ 0.30$ (0.30)$ 0.41$ (0.42)$ (0.40)$ (0.42)$ (0.31)$ (0.30)$ 0.13$ 0.93$ Second quarter 0.91 0.93 0.36 0.35 0.22 (0.14) (0.06) (0.19) 0.20 1.28 1.49 Third quarter 0.82 1.07 0.93 0.51 0.32 0.11 0.15 0.10 0.43 0.54 1.41 Fourth quarter 2.47 0.85 0.67 0.29 0.07 0.03 (0.22) (0.37) (0.11) (1.93) 0.83 Full year 4.54$ 3.15$ 1.66$ 1.56$ 0.19$ (0.41)$ (0.55)$ (0.75)$ 0.25$ 0.01$ 4.65$
Diluted Net Earnings (Loss) Per Share First quarter 0.33$ 0.30$ (0.30)$ 0.41$ (0.42)$ (0.40)$ (0.42)$ (0.31)$ (0.30)$ 0.13$ 0.91$ Second quarter 0.89 0.92 0.36 0.35 0.22 (0.14) (0.06) (0.19) 0.20 1.27 1.45 Third quarter 0.81 1.05 0.91 0.50 0.31 0.11 0.15 0.10 0.43 0.53 1.38 Fourth quarter 2.43 0.83 0.65 0.28 0.07 0.03 (0.22) (0.37) (0.11) (1.93) 0.82 Full year 4.46$ 3.09$ 1.64$ 1.54$ 0.19$ (0.41)$ (0.55)$ (0.75)$ 0.25$ 0.01$ 4.54$
Supplemental 8
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
COMMON STOCK PRICES, DIVIDENDS AND RELATED DATA 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Common Stock Prices
First quarter High 136.82$ 106.78$ 86.25$ 69.50$ 59.48$ 48.09$ 47.18$ 54.36$ 71.26$ 79.75$ 125.79$ Low 108.95 78.83 64.28 57.55 49.95 38.78 39.77 41.80 34.30 60.20 87.27 Close 120.48 105.57 84.30 66.45 51.70 42.73 45.60 47.24 44.29 65.98 116.48
Second quarter High 134.92 121.22 93.07 68.29 55.74 43.91 46.80 59.90 53.94 84.73 128.62 Low 116.26 104.61 80.58 58.88 45.42 32.31 36.51 43.60 39.65 59.26 111.46 Close 126.68 120.36 83.93 63.75 48.41 39.71 38.53 43.83 43.10 59.78 114.54
Third quarter High 130.12 127.20 102.65 66.55 54.37 49.99 39.99 48.04 62.00 100.25 116.52 Low 111.77 106.42 84.10 60.20 46.21 35.69 27.44 35.61 39.14 49.39 80.50 Close 119.60 113.73 89.20 60.23 51.81 47.30 27.56 36.92 54.07 74.50 89.15
Fourth quarter High 129.63 138.18 106.84 69.10 60.14 53.85 45.00 48.26 54.37 77.95 96.09 Low 115.01 105.71 87.40 54.10 50.32 44.19 25.06 35.40 44.70 39.52 77.04 Close 128.37 125.15 94.97 65.73 59.42 52.05 39.35 44.36 52.67 69.58 79.09
Year High 136.82 138.18 106.84 69.50 60.14 53.85 47.18 59.90 71.26 100.25 128.62 Low 108.95 78.83 64.28 54.10 45.42 32.31 25.06 35.40 34.30 39.52 77.04 Close 128.37 125.15 94.97 65.73 59.42 52.05 39.35 44.36 52.67 69.58 79.09
Dividends Declared Per Share of Common Stock 1
First quarter 0.25$ 0.20$ 0.10$ 0.05$ 0.01$ 0.01$ 0.25$ 0.25$ 0.49$ 0.49$ 0.46$ Second quarter 0.25 0.20 0.10 0.05 0.01 0.01 0.25 0.25 0.49 0.49 0.46 Third quarter 0.25 0.20 0.10 0.06 0.01 0.01 0.25 0.25 0.25 0.49 0.46 Fourth quarter 0.25 0.20 0.10 0.06 0.01 0.01 0.01 0.25 0.25 0.49 0.46 Full year 1.00$ 0.80$ 0.40$ 0.22$ 0.04$ 0.04$ 0.76$ 1.00$ 1.48$ 1.96$ 1.84$
Other Data Market value of debt (in millions) 2,633$ 2,243$ 2,205$ 2,275$ 2,821$ 2,917$ 2,931$ 2,564$ 2,686$ 2,155$ 1,583$ Market value of equity (in millions) 16,987 16,562 12,623 8,622 7,722 6,752 5,085 5,703 6,631 7,671 8,557 Total enterprise value (in millions) 19,620$ 18,805$ 14,828$ 10,896$ 10,543$ 9,669$ 8,016$ 8,267$ 9,317$ 9,826$ 10,140$
Price earnings ratio (year end) High 30.7 44.7 65.1 45.1 316.5 N/A N/A N/A 285.0 N/A 28.4 Low 24.4 25.5 39.2 35.1 239.1 N/A N/A N/A 137.2 N/A 17.0 Close 28.8 40.5 57.9 42.7 312.7 N/A N/A N/A 210.7 N/A 17.4
Dividends paid as a percentage of diluted net earnings per share 22.4% 25.9% 24.4% 14.3% 21.6% N/A N/A N/A N/A N/A 40.6% Equity per common share 37.50$ 34.33$ 33.44$ 31.77$ 30.23$ 28.99$ 29.31$ 30.96$ 33.96$ 32.24$ 37.93$ Ratio of stock price to equity per common share at year end 3.4 3.6 2.8 2.1 2.0 1.8 1.3 1.4 1.6 2.2 2.1 Common shares outstanding at year end (in millions) 132.3 132.3 133.2 131.9 130.2 129.7 129.2 128.6 125.9 110.3 108.2 Weighted-average common shares outstanding (in millions) 132.5 133.2 133.2 131.5 130.3 129.7 129.4 128.1 118.9 109.8 97.0 Weighted-average common shares outstanding, assuming dilution (in millions) 134.9 135.8 135.1 133.0 131.5 129.7 129.4 128.1 119.4 111.0 99.4 1 Dividends paid in 2017 totaled $132,335,000 as compared with $106,333,000 paid in 2016. On February 9, 2018, our Board of Directors authorized a quarterly dividend of 28 cents per common share payable March 9, 2018.
Supplemental 9
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP MEASURES in millions 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
Reconciliation of Net Earnings to EBITDA Net earnings (loss) 601.2$ 419.5$ 221.2$ 204.9$ 24.4$ (52.6)$ (70.8)$ (96.5)$ 30.3$ 0.9$ 450.9$ Income tax expense (benefit) (232.1) 124.9 94.9 91.7 (24.5) (66.5) (78.4) (89.7) (37.8) 71.7 204.4 Interest expense, net 291.1 133.2 220.2 242.4 201.7 211.9 217.2 180.7 173.0 169.7 41.6 (Earnings) loss on discontinued operations, net of tax (7.8) 2.9 11.8 2.2 (3.6) (1.3) (4.5) (6.0) (11.7) 2.4 12.2 EBIT 652.4 680.5 548.1 541.2 198.0 91.5 63.5 (11.5) 153.8 244.7 709.1 Plus Goodwill impairment 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 252.7 0.0 Depreciation, depletion, accretion and amortization from continuing operations 306.0 285.0 274.8 279.5 307.1 332.0 361.7 382.1 394.6 389.1 271.5 EBITDA 958.4$ 965.5$ 822.9$ 820.7$ 505.1$ 423.5$ 425.2$ 370.6$ 548.4$ 886.5$ 980.6$
EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortization. Generally Accepted Accounting Principles (GAAP) does not define this metric. EBITDA should not be considered as an alternative to earnings measures defined by GAAP.
We present EBIT and EBITDA for the convenience of investment professionals who use such metrics in their analyses and for shareholders who need to understand the metrics we use to assess performance. We use EBITDA and other such measures to assess the operating performance of our business and for a basis of strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. We do not use these metrics as a measure to allocate resources.
Supplemental 10
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
BOARD OF DIRECTORS AND COMMITTEES
BOARD OF DIRECTORS J. THOMAS HILL Chairman, President and Chief Executive Officer Vulcan Materials Company
KATHLEEN L. QUIRK Executive Vice President, Chief Financial Officer and Treasurer Freeport-McMoRan Inc.
CHAIRMAN EMERITI Donald M. James Herbert A. Sklenar
THOMAS A. FANNING Chairman, President and Chief Executive Officer Southern Company
DAVID P. STEINER Former President and Chief Executive Officer Waste Management, Inc.
DIRECTORS EMERITI Marion H. Antonini Phillip W. Farmer H. Allen Franklin John K. Greene Ann M. Korologos Douglas J. McGregor John J. McKetta James V. Napier Donald B. Rice Vincent J. Trosino
O. B. GRAYSON HALL, JR. Chairman and Chief Executive Officer Regions Financial Corporation
LEE J. STYSLINGER, III Chairman and Chief Executive Officer Altec, Inc.
CYNTHIA L. HOSTETLER Trustee Invesco Ltd.
KATHLEEN WILSON-THOMPSON Executive Vice President and Global Chief Human Resources Officer Walgreens Boots Alliance, Inc.
RICHARD T. O'BRIEN Former President and Chief Executive Officer Boart Longyear Ltd.
JAMES T. PROKOPANKO Former President and Chief Executive Officer The Mosaic Company
BOARD COMMITTEES EXECUTIVE O. B. Grayson Hall, Jr. J. Thomas Hill* Cynthia L. Hostetler Richard T. O'Brien James T. Prokopanko Kathleen Wilson-Thompson
COMPENSATION Thomas A. Fanning James T. Prokopanko* Kathleen Wilson-Thompson
GOVERNANCE O. B. Grayson Hall, Jr.* James T. Prokopanko David P. Steiner Lee J. Styslinger, III
AUDIT Thomas A. Fanning Cynthia L. Hostetler Richard T. O'Brien* Kathleen L. Quirk
FINANCE O. B. Grayson Hall, Jr. Cynthia L. Hostetler* Kathleen L. Quirk Lee J. Styslinger, III
SAFETY, HEALTH AND ENVIRONMENTAL AFFAIRS Richard T. O'Brien David P. Steiner Kathleen Wilson-Thompson*
* Chair
Supplemental 11
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CORPORATE AND CONSTRUCTION MATERIALS OFFICERS
CORPORATE OFFICERS
J. THOMAS HILL Chairman, President and Chief Executive Officer (2015/1996) Age 58
MICHAEL R. MILLS Chief Administrative Officer (2016/1991) Age 57
EJAZ A. KHAN Vice President, Controller and Chief Information Officer (2000/1979) Age 60
JOHN R. MCPHERSON Executive Vice President, Chief Financial and Strategy Officer (2014/2011) Age 49
THOMPSON S. BAKER II Senior Vice President (2017/2017) Age 59
LARRY W. MILLER Vice President, Human Resources (2016/2000) Age 61
STANLEY G. BASS Chief Growth Officer (2016/1996) Age 56
JERRY F. PERKINS JR. General Counsel and Secretary (2016/2002) Age 48
JASON P. TETER Vice President, Finance (2017/2013) Age 43
CONSTRUCTION MATERIALS OFFICERS
CHRISTINA M. ALVORD President, Southern and Gulf Coast Division (2017/2016) Age 50
ERNESTO ENRIQUEZ-CASTILLO President, International Division (2015/2013) Age 43
DAVID B. PASLEY President, Operations Support (2014/1999) Age 59
DAVID P. CLEMENT President, Central Division (2014/2004) Age 57
C. BROCKWAY LODGE, JR. President, Western Division (2016/2001) Age 45
S. MARTIN THORPE President, Mideast Division (2017/2000) Age 61
WILLIAM KIM DUKE President, Southeast Division (2017/1985) Age 62
JEFFERY G. LOTT President, Southwest Division (2014/2001) Age 59
JEFFREY S. MAY Vice President and General Manager, Mountain West Division (2018/2006) Age 45
Dates indicate year appointed to present position/year employed by Vulcan. Ages are as of March 1, 2018.
Supplemental 12
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
SHAREHOLDER INFORMATION HOW TO REACH US GENERAL INFORMATION Shareholder Services Our transfer agent and registrar, Computershare Shareowner Services LLC (Computershare), has a direct response system for handling shareholders’ inquiries about change of address, account balances, recent dividend information, dividend checks, reportable income and dividend reinvestment.
Notice of Annual Meeting The annual meeting of shareholders will be held at the Company’s headquarters, 1200 Urban Center Drive, Birmingham, Alabama 35242, on Friday, May 11, 2018, at 9:00 a.m., Central Daylight Time. All shareholders are urged to attend. A formal notice of the meeting and proxy materials accompany this report.
Telephone (866) 886-9902 (toll-free inside the U.S. and Canada) (201) 680-6578 (outside the U.S. and Canada, may call collect) (800) 231-5469 (TDD, hearing impaired)
Electronic Deposit of Dividends Registered holders of our common stock may have their quarterly dividends deposited to their checking or savings account free of charge. Contact Computershare personnel to sign up for this service. Telephone: (866) 886-9902 Internet: www.computershare.com/investor
Mail Vulcan Materials Company c/o Computershare PO Box 30170 College Station, TX 77842-3170 Internet: www.computershare.com/investor
Direct Stock Purchase and Dividend Reinvestment Plan The Computershare CIP direct purchase and dividend reinvestment plan offers both existing registered shareholders and first-time investors an affordable alternative for investing in the Company, including the ability to purchase additional shares of our common stock. A brochure describing this service may be obtained by calling or visiting: Telephone: (866) 886-9902 Internet: www.computershare.com/investor
Investor Relations Mark D. Warren Telephone: (205) 298-3220 E-mail: [email protected]
Community & Governmental Relations David A. Donaldson Telephone: (205) 298-3220 E-mail: [email protected]
Internet Address Our internet address is www.vulcanmaterials.com. This website includes general Company information, Securities and Exchange Commission filings, investor information and an archive of recent news releases.
Independent Auditors Deloitte & Touche LLP Birmingham, Alabama
Corporate Headquarters Vulcan Materials Company 1200 Urban Center Drive Birmingham, Alabama 35242-2545 Telephone: (205) 298-3000 Fax: (205) 298-2963
New York Stock Exchange (NYSE) Assertions Our common stock is listed and traded on the NYSE under the symbol VMC. On June 6, 2017, J. Thomas Hill, Chairman, President and Chief Executive Officer, submitted to the NYSE the Written Affirmation required by the rules of the NYSE certifying that he was not aware of any violations by Vulcan Materials Company of NYSE Corporate Governance listing standards. The certifications of Mr. Hill and John R. McPherson, Executive Vice President and Chief Financial and Strategy Officer, made pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, have been filed as exhibits to our 2017 Annual Report on Form 10-K.
management update
Thompson S. “Tom” Baker II was appointed
Senior Vice President of the Company in March
of last year. Tom serves as a key member of
Vulcan’s senior leadership team while also
providing support and guidance to Vulcan’s
Mountain West, Southwest, Southern & Gulf
Coast, Southeast and Mideast Divisions. Tom
had previously served as Chief Executive
Officer of FRP Holdings, Inc. (“FRP”) and
Patriot Transportation Holding, Inc. (“Patriot”).
Prior to joining FRP and Patriot in 201 0, he
served as President of Vulcan’s then Florida
Rock Division. Tom’s extensive knowledge
of our industry and his significant senior
leadership experience are of great value to
the Company.
In October 201 7, Kathleen L. Quirk joined
Vulcan’s Board of Directors. Ms. Quirk currently
serves as executive vice president, chief
financial officer and treasurer of Freeport-
McMoRan, Inc., a leading international mining
company and the world’s largest publicly
traded copper producer. A proven leader with
extensive financial and senior management
experience in the complex and dynamic global
mining industry, Kathleen has already brought
significant expertise, insights and perspective
to the Board. She serves on the Board’s Audit
and Finance Committees.
ONE VULCAN, LOCALLY LED
v u l c a n m a t e r i a l s . c o m
- Vulcan Materials Annual Report - from chairman
- Vulcan Materials Annual Report - FINAL PROOF
- Vulcan Materials Annual Report - COVER ONLY