filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial statements
The following financial statements are included herein on the pages shown below:
| Page in Report | |||
| Report of Independent Registered Public Accounting Firm | 58 | ||
| Consolidated Statements of Comprehensive Income | 59 | ||
| Consolidated Balance Sheets | 60 | ||
| Consolidated Statements of Cash Flows | 61 | ||
| Consolidated Statements of Equity | 62 | ||
| Notes to Consolidated Financial Statements | 63-108 |
(a) (2) Financial statement schedules
Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the financial statements or notes thereto.
Financial statements (and summarized financial information) of 50% or less owned entities accounted for by the equity method have been omitted because they do not, considered individually or in the aggregate, constitute a significant subsidiary.
(a) (3) Exhibits
The exhibits required by Item 601 of Regulation S-K are either incorporated by reference herein or accompany this report. See the Index to Exhibits set forth below.
| Part IV | 113 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 25, 2016.
| VULCAN MATERIALS COMPANY | |
 J. Thomas Hill Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| J. Thomas Hill | Chairman and Chief Executive Officer (Principal Executive Officer) | February 25, 2016 |
 John R. McPherson | Executive Vice President and Chief Financial and Strategy Officer (Principal Financial Officer) | February 25, 2016 |
 ______________________________________________ Ejaz A. Khan | Vice President, Controller and Chief Information Officer (Principal Accounting Officer) | February 25, 2016 |
| The following directors: Elaine L. Chao Thomas A. Fanning O. B. Grayson Hall, Jr. Cynthia L. Hostetler Douglas J. McGregor Richard T. O'Brien James T. Prokopanko Donald B. Rice Lee J. Styslinger, III Vincent J. Trosino Kathleen Wilson-Thompson | Director Director Director Director Director Director Director Director Director Director Director | |
 Michael R. Mills Attorney-in-Fact | February 25, 2016 |
| Signatures | 114 |
EXHIBIT INDEX
| Exhibit 3(a) | Certificate of Incorporation (Restated 2007) of the Company (formerly known as Virginia Holdco, Inc.), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 16, 2007 1 |
| Exhibit 3(b) | Amended and Restated By-Laws of the Company (as amended through February 13, 2015) filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K filed on February 27, 2015 1 |
| Exhibit 4(a) | Supplemental Indenture No. 1, dated as of November 16, 2007, among the Company, Legacy Vulcan Corp. and The Bank of New York Trust Company, N.A., as Trustee filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on November 21, 2007 1 |
| Exhibit 4(b) | Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1 |
| Exhibit 4(c) | First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1 |
| Exhibit 4(d) | Second Supplemental Indenture, dated June 20, 2008 between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 20, 2008 1 |
| Exhibit 4(e) | Third Supplemental Indenture, dated February 3, 2009, between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007 filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K filed on March 2, 2009 1 |
| Exhibit 4(f) | Fourth Supplemental Indenture, dated June 14, 2011, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 15, 2011 1 |
| Exhibit 4(g) | Fifth Supplemental Indenture, dated March 30, 2015, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 30, 2015 1 |
| Exhibit 4(h) | Indenture, dated as of May 1, 1991, by and between Legacy Vulcan Corp. (formerly Vulcan Materials Company) and First Trust of New York (as successor trustee to Morgan Guaranty Trust Company of New York) filed as Exhibit 4 to the Form S-3 on May 2, 1991 (Registration No. 33-40284) 1 |
| Exhibit 4(i) | Supplemental Indenture No. 1, dated as of November 16, 2007, among the Company, Legacy Vulcan Corp. and The Bank of New York, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2007 1 |
| Exhibit 4(j) | Supplemental Indenture No. 2, dated as of June 30, 2015, between Legacy Vulcan, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4(a) to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2015 1 |
| Exhibit 10(a) | Credit Agreement dated as of June 19, 2015 among the Company and SunTrust Bank as Administrative Agent and other parties named therein filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2015 1 |
| Exhibit 10(b) | Unfunded Supplemental Benefit Plan for Salaried Employees, as amended, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 |
| Exhibit 10(c) | Amendment No. 1 to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10.1 to its Current Report on Form 8-K on January 7, 2014 1,2 |
| Exhibit 10(d) | Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as amended, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 |
| E-1 |
| Exhibit 10(e) | The 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix C to Legacy Vulcan Corp.’s 2006 Proxy Statement on Schedule 14A filed on April 13, 2006 1,2 | ||||
|---|---|---|---|---|---|
| Exhibit 10(f) | Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix A to the Company's 2011 Proxy Statement on Schedule 14A filed March 31, 2011 1,2 | ||||
| Exhibit 10(g) | Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company dated February 9, 2012, filed as Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 9, 2012 1,2 | ||||
| Exhibit 10(h) | Deferred Stock Plan for Nonemployee Directors of the Company filed as Exhibit 10(f) to Legacy Vulcan Corp.’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 27, 2002 1,2 | ||||
| Exhibit 10(i) | Restricted Stock Plan for Nonemployee Directors of the Company, as amended, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 | ||||
| Exhibit 10(j) | Executive Deferred Compensation Plan, as amended, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 | ||||
| Exhibit 10(k) | Independent Contractor Consulting Agreement dated March 26, 2015, between the Company and Danny R. Shepherd, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015 1,2 | ||||
| Exhibit 10(l) | Form of Change of Control Employment Agreement dated January 1, 2016, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 7, 2016 1,2 | ||||
| Exhibit 10(m) | Vulcan Materials Company Change of Control Severance Plan for Senior Officers, effective January 1, 2016 2 | ||||
| Exhibit 10(n) | Executive Incentive Plan of the Company, as amended, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 | ||||
| Exhibit 10(o) | Supplemental Executive Retirement Agreement filed as Exhibit 10 to Legacy Vulcan Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 2, 2001 1,2 | ||||
| Exhibit 10(p) | Form of Stock Option Agreement filed as Exhibit 10(o) to Legacy Vulcan Corp.’s Report on Form 8-K filed on December 20, 2005 1,2 | ||||
| Exhibit 10(q) | Form of Director Deferred Stock Unit Agreement filed as Exhibit 10.9 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 | ||||
| Exhibit 10(r) | Form of Performance Share Unit Agreement filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 11, 2010 1,2 | ||||
| Exhibit 10(s) | Form of Performance Share Unit Agreement (2012) filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2012 1,2 | ||||
| Exhibit 10(t) | Form of Stock-Only Stock Appreciation Rights Agreement filed as Exhibit 10(p) to Legacy Vulcan Corp.’s Report on Form 10-K filed on February 26, 2007 1,2 | ||||
| Exhibit 10(u) | Stock-Only Stock Appreciation Rights Agreement between the Company and John R. McPherson dated November 9, 2011, filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on November 15, 2011 1,2 | ||||
| Exhibit 10(v) | Form of Employee Deferred Stock Unit Amended Agreement filed as Exhibit 10.7 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2 | ||||
| Exhibit 10(w) | 2015 Compensation Decisions filed in the Company's Current Report on Amended Form 8-K filed on February 18, 2016 1,2 | ||||
| Exhibit 21 | List of the Company's material subsidiaries as of December 31, 2015 | ||||
| Exhibit 23 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
| E-2 |
| Exhibit 24 | Powers of Attorney | ||||
|---|---|---|---|---|---|
| Exhibit 31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| Exhibit 31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| Exhibit 32(a) | Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| Exhibit 32(b) | Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| Exhibit 95 | MSHA Citations and Litigation | ||||
| Exhibit 101.INS | XBRL Instance Document | ||||
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| Exhibit 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| Exhibit 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| Exhibit 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 1 | Incorporated by reference. | ||||
| 2 | Management contract or compensatory plan. |
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.
| E-3 |
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