10-K 1 vmc-20161231x10k.htm 10-K
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 Commission file number: 001-33841 VULCAN MATERIALS COMPANY (Exact Name of Registrant as Specified in Its Charter) | | |
| New Jersey (State or other jurisdiction of incorporation or organization) | | 20-8579133 (I.R.S. Employer Identification No.) |
| 1200 Urban Center Drive, Birmingham, Alabama 35242 (Address of Principal Executive Offices) (Zip Code) (205) 298-3000 (Registrant’s telephone number, including area code) | | |
| Securities registered pursuant to Section 12(b) of the Act: | | |
| Title of each class Common Stock, $1 par value | Name of each exchange on which registered New York Stock Exchange | |
| Securities registered pursuant to Section 12(g) of the Act: None | | |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ | | |
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| Aggregate market value of voting and non-voting common stock held by non-affiliates as of June 30, 2016: | $15,976,104,960 |
| Number of shares of common stock, $1.00 par value, outstanding as of February 14, 2017: | 132,355,703 |
| DOCUMENTS INCORPORATED BY REFERENCE | |
| Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May 12, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K. | |
Unless otherwise stated or the context otherwise requires, references in this report to "Vulcan," the "Company," "we," "our," or "us" refer to Vulcan Materials Company and its consolidated subsidiaries.
PART I
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Certain of the matters and statements made herein or incorporated by reference into this report constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect our intent, belief or current expectation. Often, forward-looking statements can be identified by the use of words, such as "anticipate," "may," "believe," "estimate," "project," "expect," "intend" and words of similar import. In addition to the statements included in this report, we may from time to time make other oral or written forward-looking statements in other filings under the Securities Exchange Act of 1934 or in other public disclosures. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. All forward-looking statements involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those included in or contemplated by the statements. These assumptions, risks and uncertainties include, but are not limited to:
| § | | general economic and business conditions |
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| § | | the timing and amount of federal, state and local funding for infrastructure |
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| § | | changes in our effective tax rate |
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| § | | the increasing reliance on information technology infrastructure for our ticketing, procurement, financial statements and other processes could adversely affect operations in the event that the infrastructure does not work as intended or experiences technical difficulties or is subjected to cyber attacks |
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| § | | the impact of the state of the global economy on our businesses and financial condition and access to capital markets |
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| § | | changes in the level of spending for private residential and private nonresidential construction |
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| § | | the highly competitive nature of the construction materials industry |
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| § | | the impact of future regulatory or legislative actions, including those relating to climate change, greenhouse gas emissions or the definition of minerals |
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| § | | the outcome of pending legal proceedings |
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| § | | weather and other natural phenomena |
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| § | | costs of hydrocarbon-based raw materials |
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| § | | the amount of long-term debt and interest expense we incur |
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| § | | changes in interest rates |
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| § | | volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans |
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| § | | the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses |
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| § | | our ability to secure and permit aggregates reserves in strategically located areas |
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| § | | our ability to manage and successfully integrate acquisitions |
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| § | | the potential of goodwill or long-lived asset impairment |
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| § | | the risks set forth in Item 1A "Risk Factors," Item 3 "Legal Proceedings," Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and Note 12 "Commitments and Contingencies" to the consolidated financial statements in Item 8 "Financial Statements and Supplementary Data," all as set forth in this report |
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| § | | other assumptions, risks and uncertainties detailed from time to time in our filings made with the Securities and Exchange Commission |
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All forward-looking statements are made as of the date of filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.
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