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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Vulcan Materials Company (the "Company," "Vulcan," "we," "our"), a New Jersey corporation, is the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete.
We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our mid-Atlantic, Georgia, Southwestern, Tennessee and Western markets.
Due to the 2005 sale of our Chemicals business as described in Note 2, the results of the Chemicals business are presented as discontinued operations in the accompanying Consolidated Statements of Comprehensive Income.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Vulcan Materials Company and all our majority or
wholly-owned subsidiary companies. Partially-owned affiliates are either consolidated or accounted for at cost or as equity investments depending on the level of ownership interest or our ability to exercise control over the affiliates’ operations. All intercompany transactions and accounts have been eliminated in consolidation.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of these financial statements in conformity with accounting principles generally accepted (GAAP) in the United States of America requires us to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ materially from these estimates. The most significant estimates included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes.
BUSINESS COMBINATIONS
We account for business combinations under the acquisition method of accounting. The purchase price of an acquisition is allocated to the underlying identifiable assets acquired and liabilities assumed based on their respective fair values. The purchase price is determined based on the fair value of consideration transferred to and liabilities assumed from the seller as of the date of acquisition. We allocate the purchase price to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net of the fair value of the identifiable assets acquired and liabilities assumed.
Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, and therefore represents an exit price. A fair value measurement assumes the highest and best use of the asset by market participants.
We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined.
FOREIGN CURRENCY TRANSACTIONS
The U.S. dollar is the functional currency for all of our operations. For our non-U.S. subsidiaries, local currency inventories and long-term assets such as property, plant & equipment and intangibles are remeasured into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are remeasured at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are remeasured at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings and are not material for the years presented.
CASH EQUIVALENTS
We classify as cash equivalents all highly liquid securities with a maturity of three months or less at the time of purchase. The carrying amount of these securities approximates fair value due to their short-term maturities.
RESTRICTED CASH
Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and cash reserved by other contractual agreements (such as asset purchase agreements) for a specified purpose and therefore not available for use in our operations. The escrow accounts are administered by an intermediary. Cash restricted pursuant to like-kind exchange agreements remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. Restricted cash is included with cash and cash equivalents in the accompanying Consolidated Statements of Cash Flows.
ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable from customers result from our extending credit to trade customers for the purchase of our products. The terms generally provide for payment within 30 days of being invoiced. On occasion, when necessary to conform to regional industry practices, we sell product under extended payment terms, which may result in either secured or unsecured short-term notes; or, on occasion, notes with durations of less than one year are taken in settlement of existing accounts receivable. Other accounts and notes receivable result from short-term transactions (less than one year) other than the sale of our products, such as interest receivable; insurance claims; freight claims; tax refund claims; bid deposits or rents receivable. As of December 31, 2017, income tax receivables of $106,980,000 are included in other accounts and notes receivable in the accompanying Consolidated Balance Sheet. There were similar receivables of $10,201,000 as of December 31, 2016.
Receivables are aged and appropriate allowances for doubtful accounts and bad debt expense are recorded. Bad debt expense (net recoveries) for the years ended December 31 was as follows: 2017 — $812,000, 2016 — $(1,190,000) and 2015 — $1,450,000. Write-offs of accounts receivables for the years ended December 31 were as follows: 2017 — $1,384,000, 2016 — $1,544,000 and 2015 — $1,483,000. The bad debt recovery in 2016 relates to the collection of previously reserved receivables primarily attributable to the 2014 sale of our Florida area concrete and cement businesses.
INVENTORIES
Inventories and supplies are stated at the lower of cost or net realizable value. We use the last-in, first-out (LIFO) method of valuation for most of our inventories because it results in a better matching of costs with revenues. Such costs include fuel, parts and supplies, raw materials, direct labor and production overhead. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on our estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. Substantially all operating supplies inventory is carried at average cost. For additional information about our inventories see Note 3.
PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment are carried at cost less accumulated depreciation, depletion and amortization. The cost of properties held under capital leases, if any, is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease.
Capitalized software costs of $4,446,000 and $4,732,000 are reflected in net property, plant & equipment as of December 31, 2017 and 2016, respectively. We capitalized software costs for the years ended December 31 as follows: 2017 — $1,988,000, 2016 — $152,000 and 2015 — $1,482,000.
For additional information about our property, plant & equipment see Note 4.
REPAIR AND MAINTENANCE
Repair and maintenance costs generally are charged to operating expense as incurred. Renewals and betterments that add materially to the utility or useful lives of property, plant & equipment are capitalized and subsequently depreciated. Actual costs for planned major maintenance activities, related primarily to periodic overhauls on our oceangoing vessels, are capitalized and amortized to the next overhaul.
DEPRECIATION, DEPLETION, ACCRETION AND AMORTIZATION
Depreciation is generally computed by the straight-line method at rates based on the estimated service lives of the various classes of assets, which include machinery and equipment (3 to 35 years), buildings (7 to 20 years) and land improvements (8 to 20 years). Capitalized software costs are included in machinery and equipment and are depreciated on a straight-line basis beginning when the software project is substantially complete.
Cost depletion on depletable land is computed by the unit-of-sales method based on estimated recoverable units.
Accretion reflects the period-to-period increase in the carrying amount of the liability for asset retirement obligations. It is computed using the same credit-adjusted, risk-free rate used to initially measure the liability at fair value.
Leaseholds are amortized over varying periods not in excess of applicable lease terms or estimated useful lives.
Amortization of intangible assets subject to amortization is computed based on the estimated life of the intangible assets.
A significant portion of our intangible assets is contractual rights in place associated with zoning, permitting and other rights to access and extract aggregates reserves. Contractual rights in place associated with aggregates reserves are amortized using the unit-of-sales method based on estimated recoverable units. Other intangible assets are amortized principally by the straight-line method.
Depreciation, depletion, accretion and amortization expense for the years ended December 31 is outlined below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Depreciation, Depletion, Accretion and Amortization |
||||||||
Depreciation |
$ 250,835 |
$ 238,237 |
$ 228,866 |
|||||
Depletion |
19,342 | 17,812 | 18,177 | |||||
Accretion |
11,415 | 11,059 | 11,474 | |||||
Amortization of leaseholds |
608 | 267 | 688 | |||||
Amortization of intangibles |
23,765 | 17,565 | 15,618 | |||||
Total |
$ 305,965 |
$ 284,940 |
$ 274,823 |
DERIVATIVE INSTRUMENTS
We periodically use derivative instruments to manage our mix of fixed-rate and floating-rate debt and to manage our exposure to currency exchange risk or price fluctuations on commodity energy sources consistent with our risk management policies. We do not use derivative financial instruments for speculative or trading purposes. Additional disclosures about our derivative instruments are presented in Note 5.
FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Inputs that are derived principally from or corroborated by observable market data
Level 3: Inputs that are unobservable and significant to the overall fair value measurement
Our assets at December 31 subject to fair value measurement on a recurring basis are summarized below:
|
|||||||
|
Level 1 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Mutual funds |
$ 20,348 |
$ 6,883 |
|||||
Equities |
0 | 10,033 | |||||
Total |
$ 20,348 |
$ 16,916 |
|
|||||||
|
Level 2 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Money market mutual fund |
$ 1,203 |
$ 1,705 |
|||||
Total |
$ 1,203 |
$ 1,705 |
We have two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds and equity securities for which quoted prices in active markets are available. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (short-term, highly liquid assets in commercial paper, short-term bonds and certificates of deposit).
Net gains (losses) of the Rabbi Trusts’ investments were $2,441,000, $2,741,000 and $(1,517,000) for the years ended December 31, 2017, 2016 and 2015, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at December 31, 2017, 2016 and 2015 were $(3,618,000), $1,599,000 and $(1,769,000), respectively.
The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 5 and 6, respectively.
Assets subject to fair value measurement on a nonrecurring basis in 2017 and 2016 are summarized below:
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|||||||||||||
|
Year ending December 31, 2017 |
Year ending December 31, 2016 |
|||||||||||
|
Impairment |
Impairment |
|||||||||||
in thousands |
Level 2 |
Charges |
Level 2 |
Charges |
|||||||||
Fair Value Nonrecurring |
|||||||||||||
Property, plant & equipment |
$ 0 |
$ 0 |
$ 0 |
$ 1,359 |
|||||||||
Other intangible assets, net |
0 | 0 | 0 | 8,180 | |||||||||
Other assets |
0 | 0 | 0 | 967 | |||||||||
Totals |
$ 0 |
$ 0 |
$ 0 |
$ 10,506 |
We recorded $10,506,000 of losses on impairment of long-lived assets in 2016 reducing the carrying value of these Aggregates segment assets to their estimated fair values of $0. Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).
GOODWILL IMPAIRMENT
Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Goodwill impairment exists when the fair value of a reporting unit is less than its carrying amount. As of December 31, 2017, goodwill totaled $3,122,321,000, as compared to $3,094,824,000 at December 31, 2016. Goodwill represents 33% of total assets at December 31, 2017 compared to 37% at December 31, 2016.
Goodwill is tested for impairment annually, as of November 1, or more frequently whenever events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level, one level below our operating segments. We have four operating segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Within these four operating segments, we have identified 17 reporting units (of which 9 carry goodwill) based primarily on geographic location. We have the option of either assessing qualitative factors to determine whether it is more likely than not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to a quantitative test. We elected to perform the quantitative impairment test for all years presented.
The quantitative impairment test compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value exceeds its carrying value, the goodwill of the reporting unit is not considered impaired. However, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to that excess.
The results of the annual impairment tests performed as of November 1, 2017, 2016 and 2015 indicated that the fair values of all reporting units with goodwill substantially exceeded their carrying values. Accordingly, there were no charges for goodwill impairment in the years ended December 31, 2017, 2016 or 2015.
We estimate the fair values of the reporting units using both an income approach (which involves discounting estimated future cash flows) and a market approach (which involves the application of revenue and EBITDA multiples of comparable companies). Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty and actual results may differ. Changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or underperformance relative to historical or projected operating results, could result in a significantly different estimate of the fair value of our reporting units, which could result in an impairment charge in the future.
For additional information about goodwill see Note 18.
IMPAIRMENT OF LONG-LIVED ASSETS EXCLUDING GOODWILL
We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances indicate that the carrying value may not be recoverable. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value. Fair value is determined primarily by using a discounted cash flow methodology that requires considerable judgment and assumptions. Our estimate of net future cash flows is based on historical experience and assumptions of future trends, which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.
We test long-lived assets for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. As a result, our long-lived asset impairment test is at a significantly lower level than the level at which we test goodwill for impairment. In markets where we do not produce downstream products (e.g., asphalt mix and ready-mixed concrete), the lowest level of largely independent identifiable cash flows is at the individual aggregates operation or a group of aggregates operations collectively serving a local market. Conversely, in vertically integrated markets, the cash flows of our downstream and upstream businesses are not largely independently identifiable as the selling price of the upstream products (aggregates) determines the profitability of the downstream business.
As of December 31, 2017, net property, plant & equipment represents 41% of total assets, while net other intangible assets represents 11% of total assets. During 2017, we recorded no loss on impairment of long-lived assets. During 2016, we recorded a $10,506,000 loss on impairment of long-lived assets resulting from the termination of a nonstrategic aggregates lease and the write off of nonrecoverable project costs related to two Aggregates segment capital projects that we no longer intend to complete. During 2015, we recorded a $5,190,000 impairment loss related to exiting a lease for an aggregates site.
For additional information about long-lived assets and intangible assets see Notes 4 and 18.
TOTAL REVENUES AND REVENUE RECOGNITION
Total revenues include sales of product and services to customers, net of any discounts and taxes, and freight and delivery revenues billed to customers. Freight and delivery generally represent pass-through transportation we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers. The cost related to freight and delivery is included in cost of revenues.
Revenue for product sales is recognized at the time the selling price is fixed, the product's title is transferred to the buyer and collectibility of the sales proceeds is reasonably assured (typically occurs when finished products are shipped to the customer).
SALES TAXES
Sales taxes collected from customers are recorded as liabilities (within other current liabilities) until remitted to taxing authorities and therefore, are not reflected in the Consolidated Statements of Comprehensive Income.
DEFERRED REVENUE
In 2013 and 2012, we sold a percentage interest in future production structured as volumetric production payments (VPPs).
The VPPs:
§ |
provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future production from aggregates reserves |
§ |
are both time and volume limited |
§ |
contain no minimum annual or cumulative production or sales volume, nor minimum sales price |
Our consolidated total revenues excludes the sales of aggregates owned by the VPP purchaser.
We received net cash proceeds from the sale of the VPPs of $226,926,000. These proceeds were recorded as deferred revenue on the balance sheet and are amortized to revenue on a unit-of-sales basis over the terms of the VPPs (expected to be approximately 25 years, limited by volume rather than time).
Reconciliation of the deferred revenue balances (current and noncurrent) is as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Deferred Revenue |
||||||||
Balance at beginning of year |
$ 206,468 |
$ 214,060 |
$ 219,968 |
|||||
Amortization of deferred revenue |
(6,912) | (7,592) | (5,908) | |||||
Balance at end of year |
$ 199,556 |
$ 206,468 |
$ 214,060 |
Based on expected sales from the specified quarries, we expect to recognize $8,080,000 of deferred revenue as income in 2018 (reflected in other current liabilities in our 2017 Consolidated Balance Sheet).
STRIPPING COSTS
In the mining industry, the costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs.
Stripping costs incurred during the production phase are considered costs of extracted minerals under our inventory costing system, inventoried, and recognized in cost of sales in the same period as the revenue from the sale of the inventory. The production stage is deemed to begin when the activities, including removal of overburden and waste material that may contain incidental saleable material, required to access the saleable product are complete. Stripping costs considered as production costs and included in the costs of inventory produced were $65,944,000 in 2017, $55,987,000 in 2016 and $50,409,000 in 2015.
Conversely, stripping costs incurred during the development stage of a mine (pre-production stripping) are excluded from our inventory cost. Pre-production stripping costs are capitalized and reported within other noncurrent assets in our accompanying Consolidated Balance Sheets. Capitalized pre-production stripping costs are expensed over the productive life of the mine using the unit-of-sales method. Pre-production stripping costs included in other noncurrent assets were $81,241,000 as of December 31, 2017 and $70,227,000 as of December 31, 2016. This year-over-year increase resulted primarily from the removal of overburden at a greenfield site in California.
SHARE-BASED COMPENSATION
We account for share-based compensation awards using fair-value-based measurement methods. These result in the recognition of compensation expense for all share-based compensation awards based on their fair value as of the grant date. Compensation cost is recognized over the requisite service period.
A summary of the estimated future compensation cost (unrecognized compensation expense) as of December 31, 2017 related to share-based awards granted to employees under our long-term incentive plans is presented below:
|
||||||
|
Unrecognized |
Expected |
||||
|
Compensation |
Weighted-average |
||||
dollars in thousands |
Expense |
Recognition (Years) |
||||
Share-based Compensation |
||||||
SOSARs 1 |
$ 4,623 |
1.5 | ||||
Performance shares |
18,424 | 1.8 | ||||
Restricted shares |
5,244 | 2.6 | ||||
Total/weighted-average |
$ 28,291 |
1.9 |
1 |
Stock-Only Stock Appreciation Rights (SOSARs) |
Pretax compensation expense related to our employee share-based compensation awards and related income tax benefits for the years ended December 31 are summarized below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Employee Share-based Compensation Awards |
||||||||
Pretax compensation expense |
$ 24,367 |
$ 17,823 |
$ 16,362 |
|||||
Income tax benefits |
6,226 | 6,925 | 6,347 |
We receive an income tax deduction for share-based compensation equal to the excess of the market value of our common stock on the date of exercise or issuance over the exercise price. Tax benefits resulting from tax deductions in excess of the compensation cost recognized (excess tax benefits) are reflected as discrete income tax benefits in the period of exercise or issuance. Prior to our early adoption of Accounting Standards Update (ASU) 2016-09, “Improvement to Employee Share-Based Payment Accounting” in 2016, excess tax benefits were recorded directly to equity (APIC). For 2017 and 2016, net excess tax benefits of $22,962,000 (federal $20,740,000 and state $2,222,000) and $24,847,000 (federal $22,443,000 and state $2,404,000), respectively, were recorded as reductions to our income tax expense (see Note 9) and were reflected as operating cash flows. For 2015, net excess tax benefits of $18,115,000 were recorded directly to APIC and gross excess tax benefits of $18,376,000 were reflected as financing cash flows.
For additional information about share-based compensation, see Note 11 under the caption Share-based Compensation Plans.
RECLAMATION COSTS
Reclamation costs resulting from normal use of long-lived assets are recognized over the period the asset is in use when there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from normal use under a mineral lease are recognized over the lease term when there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.
To determine the fair value of the obligation, we estimate the cost (including a reasonable profit margin) for a third party to perform the legally required reclamation tasks. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is discounted to fair value using present value techniques with a credit-adjusted, risk-free rate commensurate with the estimated years to settlement.
In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.
We review reclamation obligations at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment of an existing mineral lease. Examples of events that would trigger a change in the estimated settlement date include the acquisition of additional reserves or the closure of a facility.
The carrying value of these obligations was $218,117,000 as of December 31, 2017 and $223,872,000 as of December 31, 2016. For additional information about reclamation obligations (referred to in our financial statements as asset retirement obligations) see Note 17.
PENSION AND OTHER POSTRETIREMENT BENEFITS
Accounting for pension and postretirement benefits requires that we make significant assumptions about the valuation of benefit obligations and the performance of plan assets. The primary assumptions are as follows:
§ |
Discount Rate — The discount rate is used in calculating the present value of projected benefit payments |
§ |
Expected Return on Plan Assets — The expected future return on plan assets reduces the recorded net benefit costs |
§ |
Rate of Compensation Increase — Annual pay increases after 2015 will not increase our pension plan obligations as a result of a 2013 plan amendment |
§ |
Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits — Increases in the per capita cost after 2015 will not increase our postretirement medical benefits obligation as a result of a 2012 plan amendment |
Accounting standards provide for the delayed recognition of differences between actual results and expected or estimated results. This delayed recognition of actual results allows for a smoothed recognition in earnings of changes in benefit obligations and asset performance. The differences between actual results and expected or estimated results are recognized in full in other comprehensive income. Amounts recognized in other comprehensive income are reclassified to earnings in a systematic manner over the average remaining service period of participants for our active plans or the average remaining lifetime of participants for our inactive plans.
For additional information about pension and other postretirement benefits see Note 10.
ENVIRONMENTAL COMPLIANCE
Our environmental compliance costs are undiscounted and include the cost of ongoing monitoring programs, the cost of remediation efforts and other similar costs. We accrue costs for environmental assessment and remediation efforts when we determine that a liability is probable and we can reasonably estimate the cost. At the early stages of a remediation effort, environmental remediation liabilities are not easily quantified due to the uncertainties of various factors. The range of an estimated remediation liability is defined and redefined as events in the remediation effort occur, but generally liabilities are recognized no later than completion of the remedial feasibility study.
When we can estimate a range of probable loss, we accrue the most likely amount. If no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. As of December 31, 2017, the spread between the amount accrued and the maximum loss in the range for all sites for which a range can be reasonably estimated was $3,105,000 — this amount does not represent our maximum exposure to loss for all environmental remediation obligations as it excludes those sites for which a range of loss cannot be reasonably estimated at this time. Accrual amounts may be based on technical cost estimations or the professional judgment of experienced environmental managers. Our Safety, Health and Environmental Affairs Management Committee routinely reviews cost estimates and key assumptions in response to new information, such as the kinds and quantities of hazardous substances, available technologies and changes to the parties participating in the remediation efforts. However, a number of factors, including adverse agency rulings and encountering unanticipated conditions as remediation efforts progress, may cause actual results to differ materially from accrued costs.
For additional information about environmental compliance costs see Note 8.
CLAIMS AND LITIGATION INCLUDING SELF-INSURANCE
We are involved with claims and litigation, including items covered under our self-insurance program. We are self-insured for losses related to workers' compensation up to $2,000,000 per occurrence and automotive and general/product liability up to $3,000,000 per occurrence. We have excess coverage on a per occurrence basis beyond these retention levels.
Under our self-insurance program, we aggregate certain claims and litigation costs that are reasonably predictable based on our historical loss experience and accrue losses, including future legal defense costs, based on actuarial studies. Certain claims and litigation costs, due to their unique nature, are not included in our actuarial studies. We use both internal and outside legal counsel to assess the probability of loss, and establish an accrual when the claims and litigation represent a probable loss and the cost can be reasonably estimated. For matters not included in our actuarial studies, legal defense costs are accrued when incurred. The following table outlines our self-insurance program at December 31:
|
|||||
dollars in thousands |
2017 | 2016 | |||
Self-insurance Program |
|||||
Self-insured liabilities (undiscounted) |
$ 58,216 |
$ 49,310 |
|||
Insured liabilities (undiscounted) |
7,892 | 72,644 | |||
Discount rate |
1.93% | 1.40% | |||
Amounts Recognized in Consolidated |
|||||
Balance Sheets |
|||||
Other accounts and notes receivable |
$ 6,158 |
$ 67,631 |
|||
Investments and long-term receivables |
7,246 | 16,133 | |||
Other current liabilities |
(20,036) | (69,549) | |||
Other noncurrent liabilities |
(41,792) | (49,074) | |||
Net liabilities (discounted) |
$ (48,424) |
$ (34,859) |
The decrease in liabilities and offsetting decrease in receivables as noted above are due primarily to the settlement, funded by our insurer, of a litigation matter related to our former Chemicals business as discussed in Note 12.
Estimated payments (undiscounted and excluding the impact of related receivables) under our self-insurance program for the five years subsequent to December 31, 2017 are as follows:
|
||
in thousands |
||
Estimated Payments under Self-insurance Program |
||
2018 |
$ 22,697 |
|
2019 |
11,874 | |
2020 |
7,856 | |
2021 |
4,709 | |
2022 |
3,088 |
Significant judgment is used in determining the timing and amount of the accruals for probable losses and the actual liability could differ materially from the accrued amounts.
INCOME TAXES
We file federal, state and foreign income tax returns and account for the current and deferred tax effects of such returns using the asset and liability method. We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the book basis and tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns.
Significant judgments and estimates are required in determining our deferred tax assets and liabilities. These estimates are updated throughout the year to consider income tax return filings, our geographic mix of earnings, legislative changes and other relevant items. We are required to account for the effects of changes in income tax rates on deferred tax balances in the period in which the legislation is enacted. The impact of the Tax Cuts and Jobs Act is presented in Note 9.
Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized. A summary of our deferred tax assets is included in Note 9.
U.S. income taxes are not provided on foreign earnings when such earnings are indefinitely reinvested offshore. At least annually, we evaluate our investment strategies for each foreign tax jurisdiction in which we operate to determine whether foreign earnings will be indefinitely reinvested offshore.
We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax position. Our liability for unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation.
The years open to tax examinations vary by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.
We consider a tax position to be resolved at the earlier of the issue being “effectively settled,” settlement of an examination, or the expiration of the statute of limitations. Upon resolution of a tax position, any liability for unrecognized tax benefits will be released.
Our liability for unrecognized tax benefits is generally presented as noncurrent. However, if we anticipate paying cash within one year to settle an uncertain tax position, the liability is presented as current. We classify interest and penalties associated with our liability for unrecognized tax benefits as income tax expense.
Our largest permanent item in computing both our taxable income and effective tax rate is the deduction allowed for statutory depletion. The impact of statutory depletion on the effective tax rate is presented in Note 9. The deduction for statutory depletion does not necessarily change proportionately to changes in pretax earnings.
COMPREHENSIVE INCOME
We report comprehensive income in our Consolidated Statements of Comprehensive Income and Consolidated Statements of Equity. Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). OCI includes fair value adjustments to cash flow hedges, actuarial gains or losses and prior service costs related to pension and postretirement benefit plans.
For additional information about comprehensive income see Note 14.
EARNINGS PER SHARE (EPS)
Earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS), as set forth below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Weighted-average common shares outstanding |
132,513 | 133,205 | 133,210 | |||||
Dilutive effect of |
||||||||
SOSARs |
1,295 | 1,339 | 1,027 | |||||
Other stock compensation plans |
1,070 | 1,246 | 856 | |||||
Weighted-average common shares outstanding, |
||||||||
assuming dilution |
134,878 | 135,790 | 135,093 |
All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded.
Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price for the years ended December 31 is as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Antidilutive common stock equivalents |
79 | 97 | 544 |
RECLASSIFICATIONS
Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2017 presentation. Refer to Accounting Standards Recently Adopted (Cash Flow Classification, immediately below) for the impact of reclassifying restricted cash on our Statement of Cash Flows.
NEW ACCOUNTING STANDARDS
ACCOUNTING STANDARDS RECENTLY ADOPTED
CASH FLOW CLASSIFICATION During the fourth quarter, we early adopted Accounting Standards Update (ASU) 2016-15, “Classification of Certain Cash Receipts and Cash Payments” and ASU 2016-18, “Restricted Cash.” These ASUs add or clarify guidance on eight specific cash flow issues in addition to providing guidance on the presentation of restricted cash in statements of cash flows. The impact to us is limited to the presentation of restricted cash. Restricted cash is now presented in the accompanying Consolidated Statements of Cash Flows as a component of cash and cash equivalents and restricted cash rather than as an investing activity. For the years presented, net cash used for investing activities increased (decreased) as a result of this ASU as follows: 2017 — $4,033,000, 2016 — $(7,883,000) and 2015 — $(1,150,000).
HEDGE ACCOUNTING During the fourth quarter of 2017, we early adopted ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU simplifies certain aspects of hedge accounting and improves disclosures of hedging arrangements through the elimination of the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The adoption of this standard had no material impact on our consolidated financial statements.
GOODWILL IMPAIRMENT TESTING During the fourth quarter of 2017, we early adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill (Step 2) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. We early adopted this standard as of our November 1, 2017 annual impairment test. As the fair value of all our reporting units substantially exceeded their carrying values, the adoption of this standard had no impact on our consolidated financial statements.
MODIFICATION ACCOUNTING FOR SHARE-BASED COMPENSATION During the second quarter of 2017, we early adopted ASU 2017-09, “Scope of Modification Accounting.” The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which modification accounting is applied. Specifically, modification accounting is not applied if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. We applied this ASU on a prospective basis to awards modified on or after the adoption date. The adoption of this standard had no impact on our consolidated financial statements.
INVENTORY MEASUREMENT During the first quarter of 2017, we adopted ASU 2015-11, “Simplifying the Measurement of Inventory.” This ASU prospectively changed the measurement principle for inventory from the lower of cost or market principle to the lower of cost and net realizable value principle. The guidance applied to inventories measured by the first-in, first-out (FIFO) or average cost method, but did not apply to inventories measured by the last-in, first-out (LIFO) or retail inventory method. We used the LIFO method for approximately 66% of our inventory (based on the December 31, 2016 balances); therefore, this ASU did not apply to the majority of our inventory. The adoption of this standard had no material impact on our consolidated financial statements.
DEFINITION OF A BUSINESS During the first quarter of 2017, we early adopted ASU 2017-01, “Clarifying the Definition of a Business.” This ASU changed the definition of a business for, among other purposes, determining whether to account for a transaction as an asset acquisition or a business combination. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, it is not a business combination. If it is not met, the entity then evaluates whether the acquired assets and activities meet the requirements that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This change in definition did not impact any of our transactions during 2017.
ACCOUNTING STANDARDS PENDING ADOPTION
PRESENTATION OF NET PERIODIC BENEFIT PLANS In March 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which changes the presentation of the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs. The other components of net benefit cost will be included in nonoperating expense. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Retrospective application of the change in income statement presentation is required. A practical expedient is provided that permits entities to use the components of cost disclosed in prior years as a basis for the retrospective application of the new income statement presentation. We will adopt ASU 2017-07 in the first quarter of 2018. The adoption of this standard will not have a material impact on our consolidated financial statements; the other components of net benefit cost (credit) were as follows: 2017 — $(8,102,000), 2016 — $(13,715,000) and 2015 — $11,339,000.
INTRA-ENTITY ASSET TRANSFERS In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” which requires the tax effects of intercompany transactions other than inventory to be recognized currently. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
CREDIT LOSSES In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
LEASE ACCOUNTING In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required. We will adopt this standard in the first quarter of 2019. While we expect the adoption of this standard to have a material effect on our consolidated financial statements and related disclosures, we have yet to quantify the effect.
CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain aspects of current guidance on the recognition, measurement and disclosure of financial instruments. Among other changes, this ASU requires most equity investments be measured at fair value. Additionally, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for instruments not recognized at fair value in our financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
REVENUE RECOGNITION In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This ASU provides a more robust framework for addressing revenue issues and expands required revenue recognition disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Further, in applying this ASU an entity is permitted to use either the full retrospective or cumulative effect transition approach. We expect to identify similar performance obligations under ASU 2014-09 compared with the deliverables and separate units of account we have identified under existing accounting standards. As a result, we expect the timing of our revenues to remain generally the same. We will adopt this standard in the first quarter of 2018 using the cumulative effect transition approach.
|
NOTE 2: DISCONTINUED OPERATIONS
In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are classified as discontinued operations in the accompanying Consolidated Statements of Comprehensive Income for all periods presented. There were no revenues from discontinued operations for the years presented. Results from discontinued operations are as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Discontinued Operations |
||||||||
Pretax earnings (loss) |
$ 12,959 |
$ (4,877) |
$ (19,326) |
|||||
Income tax (expense) benefit |
(5,165) | 1,962 | 7,589 | |||||
Earnings (loss) on discontinued operations, |
||||||||
net of tax |
$ 7,794 |
$ (2,915) |
$ (11,737) |
The 2017, 2016 and 2015 pretax earnings (loss) from discontinued operations of $12,959,000, $(4,877,000) and $(19,326,000), respectively, include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. The 2017 results reflect charges and related insurance recoveries, including those associated with the Texas Brine matter, as further discussed in Note 12. During 2016, we settled one of the cases in the Texas Brine matter. This settlement was covered by our insurance policy, which also reimbursed a portion of our past legal expenses such that the net loss for this matter was immaterial for the year. The 2015 loss resulted primarily from charges associated with the Lower Passaic and Texas Brine matters (see Note 12).
|
NOTE 3: INVENTORIES
Inventories at December 31 are as follows:
|
|||||||
in thousands |
2017 | 2016 | |||||
Inventories |
|||||||
Finished products 1 |
$ 327,711 |
$ 293,619 |
|||||
Raw materials |
27,152 | 22,648 | |||||
Products in process |
1,827 | 1,480 | |||||
Operating supplies and other |
27,648 | 27,869 | |||||
Total |
$ 384,338 |
$ 345,616 |
1 |
Includes inventories encumbered by volumetric production payments (see Note 1, caption Deferred Revenue), as follows: December 31, 2017 — $2,808 thousand and December 31, 2016 — $2,841 thousand. |
In addition to the inventory balances presented above, as of December 31, 2017 and December 31, 2016, we have $11,810,000 and $15,285,000, respectively, of inventory classified as long-term assets (other noncurrent assets) as we do not expect to sell the inventory within one year of their respective balance sheet dates. Inventories valued under the LIFO method total $252,808,000 at December 31, 2017 and $239,187,000 at December 31, 2016. During 2017, 2016 and 2015, inventory reductions resulted in liquidations of LIFO inventory layers carried at lower costs prevailing in prior years as compared to current-year costs. The effect of the LIFO liquidation on 2017 results was to decrease cost of revenues by $2,714,000 and increase net earnings by $1,662,000. The effect of the LIFO liquidation on 2016 results was to decrease cost of revenues by $3,956,000 and increase net earnings by $2,419,000. The effect of the LIFO liquidation on 2015 results was to decrease cost of revenues by $3,284,000 and increase net earnings by $2,010,000.
Estimated current cost exceeded LIFO cost at December 31, 2017 and 2016 by $168,829,000 and $155,576,000, respectively. We use the LIFO method of valuation for most of our inventories as it results in a better matching of costs with revenues. In periods of increasing costs, LIFO generally results in higher cost of revenues than under FIFO. In periods of decreasing costs, the results are generally the opposite. We provide supplemental income disclosures to facilitate comparisons with companies not on LIFO. The supplemental income calculation is derived by tax-affecting the change in the LIFO reserve for the periods presented. If all inventories valued at LIFO cost had been valued under first-in, first-out (FIFO) method, the approximate effect on net earnings would have been an increase of $8,092,000 in 2017, a decrease of $(8,338,000) in 2016 and a decrease of $(7,614,000) in 2015.
|
NOTE 4: PROPERTY, PLANT & EQUIPMENT
Balances of major classes of assets and allowances for depreciation, depletion and amortization at December 31 are as follows:
|
|||||||
in thousands |
2017 | 2016 | |||||
Property, Plant & Equipment |
|||||||
Land and land improvements 1 |
$ 2,742,285 |
$ 2,374,051 |
|||||
Buildings |
135,655 | 127,369 | |||||
Machinery and equipment |
4,740,212 | 4,316,243 | |||||
Leaseholds |
17,354 | 17,595 | |||||
Deferred asset retirement costs |
172,631 | 168,258 | |||||
Construction in progress |
161,175 | 182,302 | |||||
Total, gross |
$ 7,969,312 |
$ 7,185,818 |
|||||
Less allowances for depreciation, depletion |
|||||||
and amortization |
4,050,381 | 3,924,380 | |||||
Total, net |
$ 3,918,931 |
$ 3,261,438 |
1 |
Includes depletable land, as follows: December 31, 2017 — $1,606,303 thousand and December 31, 2016 — $1,327,402 thousand. |
Capitalized interest costs with respect to qualifying construction projects and total interest costs incurred before recognition of the capitalized amount for the years ended December 31 are as follows:
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Capitalized interest cost |
$ 5,177 |
$ 7,468 |
$ 2,930 |
|||||||
Total interest cost incurred before recognition |
||||||||||
of the capitalized amount |
300,699 | 141,544 | 223,518 |
|
NOTE 5: DERIVATIVE INSTRUMENTS
During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, and consistent with our risk management policies, we use derivative instruments to balance the cost and risk of such expenses. We do not use derivative instruments for trading or other speculative purposes.
The accounting for gains and losses that result from changes in the fair value of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationship. The interest rate agreements described below were designated as either cash flow hedges or fair value hedges. Changes in fair value of cash flow hedges are recorded in accumulated other comprehensive income (AOCI) and are reclassified into interest expense in the same period the hedged items affect earnings. Changes in fair value of fair value hedges are recorded as interest expense consistent with the change in the fair value of the hedged items attributable to the risk being hedged.
CASH FLOW HEDGES
During 2007, we entered into fifteen forward starting interest rate locks on $1,500,000,000 of future debt issuances to hedge the risk of higher interest rates. Upon the 2007 and 2008 issuances of the related fixed-rate debt, underlying interest rates were lower than the rate locks and we terminated and settled these forward starting locks for cash payments of $89,777,000. This amount was booked to AOCI and is being amortized to interest expense over the term of the related debt.
This amortization was reflected in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31 as follows:
|
||||||||||||
in thousands |
Location on Statement |
2017 | 2016 | 2015 | ||||||||
Cash Flow Hedges |
||||||||||||
Loss reclassified from AOCI |
||||||||||||
(effective portion) |
Interest expense |
$ (3,070) |
$ (2,008) |
$ (9,759) |
The losses reclassified from AOCI for the years ended December 31, 2017 and 2015 include the acceleration of deferred losses in the amount of $1,405,000 and $7,208,000, respectively, referable to the debt purchases as described in Note 6.
For the 12-month period ending December 31, 2018, we estimate that $399,000 of the pretax loss in AOCI will be reclassified to earnings.
FAIR VALUE HEDGES
In June 2011, we entered into two interest rate-swap agreements totaling $650,000,000. In August 2011, we terminated and settled these interest rate swap agreements for $25,382,000 of cash proceeds. The resulting gain was added to the carrying value of the related debt and was amortized as a reduction to interest expense over the terms of the related debt using the effective interest method.
This deferred gain amortization was reflected in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31 as follows:
|
||||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||||
Deferred Gain on Settlement |
||||||||||||
Amortized to earnings as a reduction to interest expense |
$ 0 |
$ 0 |
$ 3,036 |
The deferred gain was fully amortized in December 2015, concurrent with the retirement of the 10.125% notes due 2015.
|
NOTE 6: DEBT
Debt at December 31 is detailed as follows:
|
||||||||||
|
Effective |
|||||||||
in thousands |
Interest Rates |
2017 | 2016 | |||||||
Short-term Debt |
||||||||||
Bank line of credit expires 2021 1, 2 |
n/a |
$ 0 |
$ 0 |
|||||||
Total short-term debt |
$ 0 |
$ 0 |
||||||||
Long-term Debt |
||||||||||
Bank line of credit expires 2021 1, 2 |
1.25% |
$ 250,000 |
$ 235,000 |
|||||||
Term loan due 2018 2, 3 |
2.96% | 350,000 | 0 | |||||||
7.00% notes due 2018 |
n/a |
0 | 272,512 | |||||||
10.375% notes due 2018 |
n/a |
0 | 250,000 | |||||||
Floating-rate notes due 2020 |
2.22% | 250,000 | 0 | |||||||
7.50% notes due 2021 |
7.75% | 35,111 | 600,000 | |||||||
8.85% notes due 2021 |
8.88% | 6,000 | 6,000 | |||||||
Term loan due 2021 2 |
2.75% | 250,000 | 0 | |||||||
4.50% notes due 2025 |
4.65% | 400,000 | 400,000 | |||||||
3.90% notes due 2027 |
4.00% | 400,000 | 0 | |||||||
7.15% notes due 2037 |
8.05% | 240,188 | 240,188 | |||||||
4.50% notes due 2047 |
4.59% | 700,000 | 0 | |||||||
Other notes 2 |
6.46% | 230 | 365 | |||||||
Total long-term debt - face value |
$ 2,881,529 |
$ 2,004,065 |
||||||||
Unamortized discounts and debt issuance costs |
(26,664) | (21,176) | ||||||||
Total long-term debt - book value |
$ 2,854,865 |
$ 1,982,889 |
||||||||
Less current maturities |
41,383 | 138 | ||||||||
Total long-term debt - reported value |
$ 2,813,482 |
$ 1,982,751 |
||||||||
Estimated fair value of long-term debt |
$ 2,983,419 |
$ 2,243,213 |
1 |
Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise. |
2 |
Non-publicly traded debt. |
3 |
This short-term loan was refinanced on a long-term basis in February 2018 as discussed below. |
Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $9,808,000 and $4,418,000, respectively, of net interest expense for these items for 2017 and 2016.
The estimated fair value of our debt presented in the table above was determined by: (1) averaging several asking price quotes for the publicly traded notes and (2) assuming par value for the remainder of the debt. The fair value estimates for the publicly traded notes were based on Level 2 information (as defined in Note 1, caption Fair Value Measurements) as of their respective balance sheet dates.
Subsequent to year-end, on February 23, 2018, we issued $350,000,000 of 4.70% notes due 2048 and $500,000,000 of floating-rate notes due 2021. The proceeds, together with cash on hand, were used to retire/repay without penalty or premium: (1) the $350,000,000 term loan due 2018, (2) the $250,000,000 term loan due 2021, and (3) the $250,000,000 bank line of credit borrowings. As a result, the $350,000,000 term loan due 2018 is reflected as long-term debt and its initial proceeds are presented as from the issuance of long-term debt on the 2017 consolidated statement of cash flow.
Additionally, on February 20, 2018, we commenced an exchange offer to the holders of the $240,188,000 of 7.15% notes due 2037 through which we would exchange any and all of these notes for newly issued notes due 2048 (these notes would be in addition to, and fungible with, the $350,000,000 million of notes due 2048) and cash. The amount of notes due 2037 tendered for exchange, and the amount of newly issued notes due 2048 and cash to be exchanged, will be determined in March 2018. We will receive no proceeds from the issuance of the notes due 2048 in the exchange offer.
LINE OF CREDIT
In December 2016, among other favorable changes, we extended the maturity date of our unsecured $750,000,000 line of credit from June 2020 to December 2021. The credit agreement contains affirmative, negative and financial covenants customary for an unsecured investment-grade facility. The primary negative covenant limits our ability to incur secured debt. The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1 (upon certain acquisitions, the maximum ratio can be 3.75:1 for three quarters), and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of December 31, 2017, we were in compliance with the line of credit covenants.
Borrowings on our line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend repayment beyond twelve months. Borrowings bear interest, at our option, at either LIBOR plus a credit margin ranging from 1.00% to 1.75%, or SunTrust Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.00% to 0.75%. The credit margin for both LIBOR and base rate borrowings is determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the credit margin for LIBOR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.10% to 0.25% determined by our credit ratings. As of December 31, 2017, the credit margin for LIBOR borrowings was 1.25%, the credit margin for base rate borrowings was 0.25%, and the commitment fee for the unused amount was 0.15%.
As of December 31, 2017, our available borrowing capacity was $456,761,000. Utilization of the borrowing capacity was as follows:
§ |
$43,239,000 was used to provide support for outstanding standby letters of credit |
TERM DEBT
All of our $2,631,529,000 of term debt is unsecured. $2,031,299,000 of such debt is governed by two essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt. $600,000,000 of such debt is governed, as described below, largely by the same credit agreement that governs our line of credit. As of December 31, 2017, we were in compliance with all of the term debt covenants.
In December 2017, we early retired via tender offer, $564,889,000 of the 7.50% notes due 2021 at a cost of $662,613,000 including a premium of $96,167,000 and transaction costs of $1,558,000. Additionally, we recognized net noncash expense of $4,228,000 with the acceleration of deferred debt issuance costs. Subsequently, in January 2018 we early retired via redemption the remaining $35,111,000 of the 7.50% notes due 2021 at a cost of $40,719,000 including a premium of $5,608,000.
Also in December 2017, we entered into a 6-month $350,000,000 unsecured term loan with one of the banks that provides our line of credit. Borrowings bear interest at LIBOR plus 1.25%, and may be prepaid any time without penalty. This term loan incorporates by reference the representations, covenants and events of default contained in the credit agreement for the line of credit. As such, it is subject to the same affirmative, negative and financial covenants.
In June 2017, we issued $1,000,000,000 of debt composed of three issuances as follows: (1) $700,000,000 of 4.50% senior notes due June 2047, (2) $50,000,000 of 3.90% senior notes due April 2027 (these notes are a further issuance of, and form a single series with, the 3.90% notes issued in March 2017), and (3) $250,000,000 of floating-rate senior notes due June 2020. These issuances resulted in proceeds of $989,512,000 (net of original issue discounts/premiums, underwriter fees and other transaction costs). The proceeds were used to partially finance an acquisition and to early retire the notes due in 2018 ($272,512,000 @ 7.00% and $250,000,000 @ 10.375%). This early retirement was completed in July at a cost of $565,560,000 including a $43,020,000 premium, transaction costs of $28,000 and $3,029,000 of noncash expense associated with the acceleration of unamortized discounts, deferred debt issuance costs and deferred interest rate derivative settlement losses.
As a result of the 2017 early debt retirements described above, we recognized $139,187,000 of premiums, $1,586,000 of transaction costs and $7,257,000 of net noncash expense associated with the acceleration of unamortized discounts, deferred debt issuance costs and deferred interest rate derivative settlement losses. The combined charge of $148,030,000 was a component of interest expense for the year ended December 31, 2017.
In June 2017, we drew the full $250,000,000 on the unsecured delayed draw term loan entered into in December 2016. These funds were used to repay the $235,000,000 borrowed on our line of credit and for general corporate purposes. Borrowings bear interest in the same manner as the line of credit. The term loan principal will be repaid quarterly beginning March 2018 as follows: quarters 5 - 8 @ $1,562,500/quarter; 9 - 12 @ $3,125,000/quarter; 13 - 19 @ $4,687,500/quarter and $198,437,500 for quarter 20 (December 2021). The term loan may be prepaid at any time without penalty. It is provided by the same group of banks that provides our line of credit, and is governed by the same credit agreement as the line of credit. As such, it is subject to the same affirmative, negative, and financial covenants.
In March 2017, we issued $350,000,000 of 3.90% senior notes due April 2027 for proceeds of $345,450,000 (net of original issue discounts, underwriter fees and other transaction costs). The proceeds were used for general corporate purposes. This series of notes now totals $400,000,000 due to the additional $50,000,000 of notes issued in June (as described above).
In 2015, we issued $400,000,000 of 4.50% senior notes due 2025. Proceeds (net of underwriter fees and other transaction costs) of $395,207,000, together with cash on hand and borrowings under our line of credit, funded: (1) the purchase, via tender offer, of $127,488,000 principal amount (33%) of the 7.00% notes due 2018, (2) the redemption of $218,633,000 principal amount (100%) of the 6.40% notes due 2017, and (3) the redemption of $125,001,000 principal amount (100%) of the 6.50% notes due 2016. These debt purchases cost $530,923,000, including a $59,293,000 premium above the principal amount of the notes and transaction costs of $508,000. The premium primarily reflects the trading price of the notes relative to par before the tender offer commencement. Additionally, we recognized $7,274,000 of net noncash expense associated with the acceleration of a proportional amount of unamortized discounts, deferred debt issuance costs, and deferred interest rate derivative settlement gains and losses. The combined charge of $67,075,000 was a component of interest expense for the year ended December 31, 2015.
Additionally in 2015, we repaid our $150,000,000 10.125% notes due 2015 and our $14,000,000 industrial revenue bond due 2022 via borrowing on our line of credit. These repayments did not incur any prepayment penalties.
DEBT PAYMENTS
During 2017, our debt payments, excluding the line of credit, were composed of $1,087,536,000 principal, $143,226,000 interest and $140,772,000 cost of debt purchase. As described above, during the third and fourth quarters of 2017, we early retired $1,087,401,000 of debt.
During 2016, our debt payments, excluding the line of credit, were composed of $130,000 principal and $125,748,000 interest.
The total scheduled (principal and interest) debt payments, excluding the line of credit, for the five years subsequent to December 31, 2017 are as follows:
|
||||||||||
in thousands |
Total |
Principal |
Interest |
|||||||
Debt Payments (excluding the line of credit) |
||||||||||
2018 |
$ 493,801 |
$ 391,383 |
$ 102,418 |
|||||||
2019 |
111,068 | 12,523 | 98,545 | |||||||
2020 |
363,480 | 268,775 | 94,705 | |||||||
2021 |
308,537 | 218,526 | 90,011 | |||||||
2022 |
82,309 | 28 | 82,281 |
STANDBY LETTERS OF CREDIT
We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, renew automatically, and can only be modified or cancelled with the approval of the beneficiary. All of our standby letters of credit are issued by banks that participate in our $750,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of December 31, 2017 are summarized by purpose in the table below:
|
|||||
in thousands |
|||||
Standby Letters of Credit |
|||||
Risk management insurance |
$ 38,111 |
||||
Reclamation/restoration requirements |
5,128 | ||||
Total |
$ 43,239 |
|
NOTE 7: OPERATING LEASES
Rental expense from continuing operations under nonmineral operating leases for the years ended December 31, exclusive of rental payments made under leases of one month or less, is summarized as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Operating Leases |
||||||||
Minimum rentals |
$ 59,536 |
$ 52,713 |
$ 49,461 |
|||||
Contingent rentals (based principally on usage) |
50,822 | 57,278 | 60,380 | |||||
Total |
$ 110,358 |
$ 109,991 |
$ 109,841 |
Future minimum operating lease payments under all leases with initial or remaining noncancelable lease terms in excess of one year, exclusive of mineral leases (see Note 12), as of December 31, 2017 are payable as follows:
|
||
in thousands |
||
Future Minimum Operating Lease Payments |
||
2018 |
$ 36,358 |
|
2019 |
33,986 | |
2020 |
30,888 | |
2021 |
27,331 | |
2022 |
20,880 | |
Thereafter |
106,351 | |
Total |
$ 255,794 |
Lease agreements frequently include renewal options and require that we pay for utilities, taxes, insurance and maintenance expense. Options to purchase are also included in some lease agreements.
|
NOTE 8: ACCRUED ENVIRONMENTAL REMEDIATION COSTS
Our Consolidated Balance Sheets as of December 31 include accrued environmental remediation costs (measured on an undiscounted basis) as follows:
|
|||||
in thousands |
2017 | 2016 | |||
Accrued Environmental Remediation Costs |
|||||
Continuing operations |
$ 21,784 |
$ 9,136 |
|||
Retained from former Chemicals business |
10,704 | 10,716 | |||
Total |
$ 32,488 |
$ 19,852 |
The long-term portion of the accruals noted above is included in other noncurrent liabilities in the accompanying Consolidated Balance Sheets and amounted to $12,760,000 at December 31, 2017 and $12,655,000 at December 31, 2016. The short-term portion of these accruals is included in other current liabilities in the accompanying Consolidated Balance Sheets.
The accrued environmental remediation costs in continuing operations relate primarily to the former Florida Rock, Tarmac, and CalMat facilities acquired in 2007, 2000 and 1999, respectively. The current increase primarily relates to the Hewitt Landfill Matter. The balances noted above for Chemicals relate to retained environmental remediation costs from the 2003 sale of the Performance Chemicals business and the 2005 sale of the Chloralkali business. Refer to Note 12 for additional discussion of contingent environmental matters.
|
NOTE 9: INCOME TAXES
The Tax Cuts and Jobs Act (TCJA) was enacted on December 22, 2017. The TCJA, among other changes, (1) reduces the U.S. federal corporate income tax rate from 35% to 21%, (2) allows for the immediate 100% deductibility of certain capital investments, (3) eliminates the alternative minimum tax (though allows for the future use of previously generated alternative minimum tax credits), (4) repeals the domestic production deduction, (5) requires a one-time “transition tax” on earnings of certain foreign subsidiaries that were previously tax deferred, (6) limits the deductibility of interest expense, (7) further limits the deductibility of certain executive compensation and (8) taxes global intangible low taxed income.
The SEC staff issued Staff Accounting Bulletin (SAB) 118 to provide guidance for companies that have not completed their accounting for the income tax effects of the TCJA in the period of enactment. SAB 118 provides a one-year measurement period from the TCJA enactment date for companies to complete their income tax accounting. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the income tax accounting is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but for which it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company is unable to determine a provisional estimate, it should account for its income taxes on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA.
The components of earnings from continuing operations before income taxes are as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Earnings from Continuing Operations |
||||||||
before Income Taxes |
||||||||
Domestic |
$ 346,668 |
$ 513,721 |
$ 293,547 |
|||||
Foreign |
14,648 | 33,536 | 34,310 | |||||
Total |
$ 361,316 |
$ 547,257 |
$ 327,857 |
Income tax expense (benefit) from continuing operations consists of the following:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Income Tax Expense (Benefit) from |
||||||||
Continuing Operations |
||||||||
Current |
||||||||
Federal |
$ (7,416) |
$ 72,506 |
$ 67,521 |
|||||
State and local |
4,661 | 14,774 | 14,035 | |||||
Foreign |
3,109 | 6,974 | 7,784 | |||||
Total |
$ 354 |
$ 94,254 |
$ 89,340 |
|||||
Deferred |
||||||||
Federal |
$ (202,184) |
$ 37,246 |
$ 11,192 |
|||||
State and local |
(30,052) | (6,647) | (4,888) | |||||
Foreign |
(193) | (2) | (701) | |||||
Total |
$ (232,429) |
$ 30,597 |
$ 5,603 |
|||||
Total expense (benefit) |
$ (232,075) |
$ 124,851 |
$ 94,943 |
Income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate to earnings from continuing operations before income taxes. The sources and tax effects of the differences are as follows:
|
|||||||||||
dollars in thousands |
2017 | 2016 | 2015 | ||||||||
Income tax expense at the federal |
|||||||||||
statutory tax rate of 35% |
$ 126,461 |
35.0% |
$ 191,540 |
35.0% |
$ 114,750 |
35.0% | |||||
Expense (Benefit) from |
|||||||||||
Income Tax Differences |
|||||||||||
Statutory depletion |
(28,995) |
-8.0% |
(32,230) |
-5.9% |
(27,702) |
-8.4% |
|||||
State and local income taxes, net of federal |
|||||||||||
income tax benefit |
8,115 | 2.2% | 10,074 | 1.9% | 10,600 | 3.2% | |||||
U.S. production deduction |
2,452 | 0.7% | (8,790) |
-1.6% |
(5,099) |
-1.6% |
|||||
Foreign tax credit carryforward |
0 | 0.0% | (6,513) |
-1.2% |
6,486 | 2.0% | |||||
Share-based compensation 1 |
(20,740) |
-5.7% |
(22,443) |
-4.1% |
0 | 0.0% | |||||
Permanently reinvested foreign earnings |
(2,211) |
-0.6% |
(4,578) |
-0.8% |
(6,396) |
-2.0% |
|||||
Foreign repatriation |
12,301 | 3.4% | 0 | 0.0% | 0 | 0.0% | |||||
Revaluation - deferred tax balances |
(301,567) |
-83.5% |
0 | 0.0% | 0 | 0.0% | |||||
Al NOL valuation allowance release |
(28,827) |
-8.0% |
(4,791) |
-0.9% |
(4,655) |
-1.4% |
|||||
Other, net |
936 | 0.3% | 2,582 | 0.4% | 6,959 | 2.2% | |||||
Total income tax expense (benefit)/ |
|||||||||||
Effective tax rate |
$ (232,075) |
-64.2% |
$ 124,851 |
22.8% |
$ 94,943 |
29.0% |
1 |
As discussed in Note 1 (under the caption Share-based Compensation), we early adopted ASU 2016-09 as of December 31, 2016. |
We are required to account for the effects of changes in income tax rates on deferred tax balances in the period in which the legislation is enacted. We have completed our accounting for the effects of the U.S. federal corporate income tax rate reduction on our deferred income tax assets and liabilities. Consequently, we have recorded an income tax benefit of $301,567,000 with a corresponding decrease to our net deferred income tax liability.
For various reasons that are discussed more fully below, we have not completed our accounting for the income tax effects of certain elements of the TCJA. If we were able to make reasonable estimates of the effects of elements for which our analysis is not yet compete, we recorded provisional adjustments. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with income tax accounting on the basis of the tax laws in effect before the TCJA.
Our accounting for the following elements of the TCJA is incomplete. However, we were able to make reasonable estimates of certain effects, and therefore, recorded provisional adjustments as follows:
§ |
DEEMED REPATRIATION TRANSITION TAX — The TCJA subjects companies to a one-time Deemed Repatriation Transition Tax (Transition Tax) on previously untaxed foreign accumulated earnings and profits (E&P). To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant foreign subsidiaries, the amount of non-U.S. income taxes paid on such earnings, as well as the amount of E&P held in cash and other specified assets. Although not complete, we were able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation of $12,301,000. Due to the complexity of the calculation of the Transition Tax, and the information that must be gathered and analyzed, we are continuing to analyze our calculation of the Transition Tax. |
§ |
DEDUCTIBILITY OF EXECUTIVE COMPENSATION — The TCJA eliminates the performance-based compensation exception from the limitation on covered employee remuneration. The new law includes a transition rule that allows performance-based remuneration paid pursuant to a written binding contract in existence on November 2, 2017 and not modified in any material respect after that date to continue to be exempt from the non-deductibility provisions. We have not yet completed our evaluation of the transition rule’s application to our compensation agreements. At this time, we believe that a portion of the performance-based remuneration accounted for in our deferred taxes will likely not qualify for the transition rule, and therefore, would be non-deductible. As such, we have included a provisional expense of $1,403,000 to reduce certain deferred tax assets associated with executive compensation. |
Our accounting for the following elements of the TCJA is incomplete, and we were not yet able to make reasonable estimates of the effects. Therefore, no provisional adjustments were recorded.
§ |
OUTSIDE BASIS DIFFERENCE IN FOREIGN SUBSIDIARIES — For U.S. income tax purposes, the Transition Tax will greatly reduce outside basis differences in our foreign subsidiaries. Completing this calculation is dependent on first finalizing the Transition Tax liability. As a result, we are not yet able to reasonably estimate the outside basis difference remaining in our foreign subsidiaries after the Transition Tax, and therefore, will continue to assert that our undistributed earnings from foreign subsidiaries are indefinitely reinvested. |
§ |
GLOBAL INTANGIBLE LOW TAXED INCOME — Because of the complexity of the new global intangible low taxed income (GILTI) rules, we are continuing to evaluate this provision of the TCJA and its application under income tax accounting. We can make an accounting policy election of either (1) treating taxes due on the future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (period cost method) or (2) factoring such amounts into our measurement of deferred taxes (deferred method). Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. As a result, we have not made any adjustments related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred taxes on GILTI. |
Deferred taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liability at December 31 are as follows:
|
|||||
in thousands |
2017 | 2016 | |||
Deferred Tax Assets Related to |
|||||
Employee benefits |
$ 29,547 |
$ 85,123 |
|||
Asset retirement obligations & other reserves |
47,116 | 63,617 | |||
Deferred compensation |
59,010 | 103,947 | |||
State net operating losses |
73,083 | 54,498 | |||
Federal credit carryforwards |
51,284 | 18,139 | |||
Other |
37,518 | 44,843 | |||
Total gross deferred tax assets |
$ 297,558 |
$ 370,167 |
|||
Valuation allowance |
(29,723) | (44,237) | |||
Total net deferred tax assets |
$ 267,835 |
$ 325,930 |
|||
Deferred Tax Liabilities Related to |
|||||
Property, plant & equipment |
$ 490,459 |
$ 664,763 |
|||
Goodwill/other intangible assets |
216,039 | 327,666 | |||
Other |
25,418 | 36,355 | |||
Total deferred tax liabilities |
$ 731,916 |
$ 1,028,784 |
|||
Net deferred tax liability |
$ 464,081 |
$ 702,854 |
The above net deferred tax liabilities are reflected in the accompanying Consolidated Balance Sheets as noncurrent liabilities.
Each quarter we analyze the likelihood that our deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized.
At December 31, 2017, we have state net operating loss carryforward deferred tax assets of $73,083,000, against which we have a valuation allowance of $29,698,000. Of these deferred tax assets, $67,455,000 relates to Alabama. The Alabama net operating loss carryforward, if not utilized, would expire between 2023 and 2032.
From 2008 through the second quarter of 2015, we carried a full valuation allowance against the Alabama deferred tax asset for the following reasons:
§ |
we had a substantial cumulative loss in Alabama |
§ |
due to our legal entity structure, we had no expectation of creating sufficient taxable income in Alabama |
During the second quarter of 2015, we restructured our legal entities. Among other benefits, we anticipated that the restructuring would generate significant taxable income in Alabama, and therefore, allow for the utilization of some or all of the Alabama deferred tax asset.
Our Alabama cumulative loss is calculated as pretax earnings from continuing operations, discontinued operations and other comprehensive income plus permanent differences over the last three years. While evaluating all available positive and negative evidence, realizing the significance of the restructuring in our Alabama income tax filing, we determined that it was appropriate to adjust our Alabama cumulative loss calculation to consider the restructuring, remove pretax earnings from discontinued operations and other comprehensive income and remove any other significant nonrecurring items. We refer to this calculation as our Alabama adjusted earnings.
At the end of the second quarter of 2015, our Alabama adjusted earnings were negative. However, the Alabama adjusted earnings loss was dramatically smaller than our Alabama cumulative loss (of the three adjustments made, the restructuring had the greatest impact). In addition, we considered all other forms of positive and negative evidence, including the four sources of taxable income. The first three sources of taxable income (carryback potential, reversing temporary differences and tax planning strategies) provided very little positive evidence. Because our Alabama adjusted earnings were a loss, we did not project future Alabama taxable income (the fourth source). As a result, during the second quarter of 2015 we continued to carry a full valuation allowance against our Alabama deferred tax asset.
At the end of the third quarter of 2015, our Alabama adjusted earnings turned positive. This development provided sufficient positive evidence such that we determined it was appropriate to use projections of future Alabama taxable income in our assessment for the first time. However, because we had not yet returned to sustained profitability (i.e., an Alabama cumulative gain) we used our Alabama trailing twelve months adjusted earnings as the basis for an objectively verifiable projection of future Alabama taxable income. This projection, in addition to considering all other positive and negative evidence, led us to conclude in the third quarter that it was more likely than not that $4,655,000 of the deferred tax asset was realizable. Therefore, we recognized a deferred tax benefit of $4,655,000 in the third quarter of 2015 by reducing the valuation allowance. Our analysis in each of the four subsequent quarters further confirmed our third quarter of 2015 conclusion but resulted in no further reductions of the valuation allowance.
In the fourth quarter of 2016, we achieved three consecutive years of positive Alabama adjusted earnings. This development together with the projection of future Alabama taxable income (using our most recent trailing twelve months adjusted earnings) warranted an additional partial release of $4,791,000 in the fourth quarter of 2016.
In the fourth quarter of 2017, we no longer have an Alabama cumulative loss. As discussed in previous filings, we believe this development provides sufficient positive evidence to conclude that we have returned to sustained profitability and should no longer limit our estimate of future taxable income to our Alabama trailing twelve months adjusted earnings. Instead, we utilized projections used for other purposes (e.g., goodwill impairment) to develop a reliable estimate of future Alabama taxable income. Based on this analysis, an additional partial release of $28,827,000 was warranted in the fourth quarter of 2017. As of year-end 2017, we have recognized $38,273,000 of the Alabama deferred tax asset and, at this time do not expect any future releases of the valuation allowance.
As of December 31, 2017, income tax receivables of $106,980,000 are included in other accounts and notes receivable in the accompanying Consolidated Balance Sheet. The majority ($106,000,000) of this receivable relates to 2017 federal estimated tax payments we have requested to be refunded. There were similar receivables of $10,201,000 as of December 31, 2016.
Our liability for unrecognized tax benefits is discussed in our accounting policy for income taxes (see Note 1, caption Income Taxes). Changes in our liability for unrecognized tax benefits for the years ended December 31 are as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Unrecognized tax benefits as of January 1 |
$ 10,828 |
$ 8,447 |
$ 7,057 |
|||||
Increases for tax positions related to |
||||||||
Prior years |
27 | 1,368 | 491 | |||||
Current year |
1,039 | 1,040 | 942 | |||||
Decreases for tax positions related to |
||||||||
Prior years |
(204) | 0 | 0 | |||||
Settlements with taxing authorities |
0 | 0 | 0 | |||||
Expiration of applicable statute of limitations |
(47) | (27) | (43) | |||||
Unrecognized tax benefits as of December 31 |
$ 11,643 |
$ 10,828 |
$ 8,447 |
We classify interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Interest and penalties recognized as income tax expense (benefit) were $420,000 in 2017, $266,000 in 2016 and $138,000 in 2015. The balance of accrued interest and penalties included in our liability for unrecognized tax benefits as of December 31 was $1,789,000 in 2017, $1,369,000 in 2016 and $1,103,000 in 2015.
Our liability for unrecognized tax benefits at December 31 in the table above include $10,673,000 in 2017, $9,884,000 in 2016 and $7,614,000 in 2015 that would affect the effective tax rate if recognized.
We are routinely examined by various taxing authorities. We anticipate no single tax position generating a significant increase in our liability for unrecognized tax benefits within 12 months of this reporting date. We anticipate the release of $6,920,000 of our liability for unrecognized tax benefits in the third quarter of 2018 due to expiring statutes of limitation, all of which will impact the effective tax rate when recognized.
We file income tax returns in U.S. federal, various state and foreign jurisdictions. Generally, we are not subject to significant changes in income taxes by any taxing jurisdiction for the years before 2014.
|
NOTE 10: BENEFIT PLANS
PENSION PLANS
We sponsor three qualified, noncontributory defined benefit pension plans. These plans cover substantially all employees hired before July 2007, other than those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan and the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides benefits equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans. The projected benefit obligation presented in the table below includes $82,136,000 and $85,021,000 related to these unfunded, nonqualified pension plans for 2017 and 2016, respectively.
Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. Effective December 2013, we amended our defined benefit pension plans to freeze future benefit accruals for salaried pension participants. Effective December 2015, we amended our defined benefit pension plans to freeze earnings for salaried pension participants.
The following table sets forth the combined funded status of the plans and their reconciliation with the related amounts recognized in our consolidated financial statements at December 31:
|
|||||||
in thousands |
2017 | 2016 | |||||
Change in Benefit Obligation |
|||||||
Projected benefit obligation at beginning of year |
$ 1,006,674 |
$ 988,453 |
|||||
Service cost |
6,715 | 5,343 | |||||
Interest cost |
36,230 | 36,505 | |||||
Plan amendment 1 |
10,869 | 0 | |||||
Actuarial (gain) loss |
81,969 | 24,675 | |||||
Benefits paid |
(51,234) | (48,302) | |||||
Projected benefit obligation at end of year |
$ 1,091,223 |
$ 1,006,674 |
|||||
Change in Fair Value of Plan Assets |
|||||||
Fair value of assets at beginning of year |
$ 749,515 |
$ 745,686 |
|||||
Actual return on plan assets |
122,597 | 42,555 | |||||
Employer contribution |
20,023 | 9,576 | |||||
Benefits paid |
(51,234) | (48,302) | |||||
Fair value of assets at end of year |
$ 840,901 |
$ 749,515 |
|||||
Funded status |
(250,322) | (257,159) | |||||
Net amount recognized |
$ (250,322) |
$ (257,159) |
|||||
Amounts Recognized in the Consolidated |
|||||||
Balance Sheets |
|||||||
Noncurrent assets |
$ 4,605 |
$ 0 |
|||||
Current liabilities |
(9,478) | (9,375) | |||||
Noncurrent liabilities |
(245,449) | (247,784) | |||||
Net amount recognized |
$ (250,322) |
$ (257,159) |
|||||
Amounts Recognized in Accumulated |
|||||||
Other Comprehensive Income |
|||||||
Net actuarial loss |
$ 250,581 |
$ 250,099 |
|||||
Prior service cost (credit) |
9,167 | (361) | |||||
Total amount recognized |
$ 259,748 |
$ 249,738 |
1 |
Effective January 2017, we amended the Construction Materials Hourly Plan to increase the multiplier for years of service. |
The accumulated benefit obligation (ABO) and the projected benefit obligation (PBO) exceeded plan assets for all of our defined benefit plans at December 31, 2017 and December 31, 2016, except for the Chemicals Hourly Plan where the plan assets exceeded the ABO by $5,346,000 and $277,000, respectively. The ABO for all of our defined benefit pension plans totaled $1,090,482,000 (unfunded, nonqualified plans of $82,136,000) at December 31, 2017 and $1,006,001,000 (unfunded, nonqualified plans of $85,021,000) at December 31, 2016.
The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income and weighted-average assumptions of the plans at December 31:
|
||||||||||
dollars in thousands |
2017 | 2016 | 2015 | |||||||
Components of Net Periodic Pension |
||||||||||
Benefit Cost |
||||||||||
Service cost |
$ 6,715 |
$ 5,343 |
$ 4,851 |
|||||||
Interest cost |
36,230 | 36,505 | 44,065 | |||||||
Expected return on plan assets |
(48,506) | (51,562) | (54,736) | |||||||
Settlement charge |
0 | 0 | 2,031 | |||||||
Amortization of prior service cost (credit) |
1,340 | (43) | 48 | |||||||
Amortization of actuarial loss |
7,397 | 6,163 | 21,641 | |||||||
Net periodic pension benefit cost (credit) |
$ 3,176 |
$ (3,594) |
$ 17,900 |
|||||||
Changes in Plan Assets and Benefit |
||||||||||
Obligations Recognized in Other |
||||||||||
Comprehensive Income |
||||||||||
Net actuarial loss (gain) |
$ 7,879 |
$ 33,682 |
$ (3,615) |
|||||||
Prior service cost |
10,868 | 0 | 0 | |||||||
Reclassification of actuarial loss |
(7,397) | (6,163) | (23,672) | |||||||
Reclassification of prior service (cost) credit |
(1,340) | 43 | (48) | |||||||
Amount recognized in other comprehensive |
||||||||||
income |
$ 10,010 |
$ 27,562 |
$ (27,335) |
|||||||
Amount recognized in net periodic pension |
||||||||||
benefit cost and other comprehensive |
||||||||||
income |
$ 13,186 |
$ 23,968 |
$ (9,435) |
|||||||
Assumptions |
||||||||||
Weighted-average assumptions used to |
||||||||||
determine net periodic benefit cost for |
||||||||||
years ended December 31 |
||||||||||
Discount rate — PBO |
4.29% | 4.55% | 4.14% | |||||||
Discount rate — service cost |
4.63% | 4.68% | 4.14% | |||||||
Discount rate — interest cost |
3.63% | 3.79% | 4.14% | |||||||
Expected return on plan assets |
7.00% | 7.50% | 7.50% | |||||||
Weighted-average assumptions used to |
||||||||||
determine benefit obligation at |
||||||||||
December 31 |
||||||||||
Discount rate |
3.72% | 4.29% | 4.54% |
The 2015 settlement charge noted above relates to a lump sum payment to a former employee from the nonqualified plan. This $2,031,000 charge is reflected within both cost of revenues and selling, administrative and general expenses in our accompanying Consolidated Statement of Comprehensive Income for the year ended December 31, 2015.
The estimated net actuarial loss and prior service cost that will be amortized from accumulated other comprehensive income into net periodic pension benefit cost (credit) during 2018 are $9,782,000 and $1,339,000, respectively.
We establish our pension investment policy by evaluating asset/liability studies periodically performed by our consultants. These studies estimate trade-offs between expected returns on our investments and the variability in anticipated cash contributions to fund our pension liabilities. Our policy balances the variability in potential pension fund contributions to expected returns on our investments.
Our current strategy for implementing this policy is to invest in publicly traded equities and in publicly traded debt and private, nonliquid opportunities, such as venture capital, commodities, buyout funds and mezzanine debt. The target allocation ranges for plan assets are as follows: equity securities — 50% to 77%; debt securities — 15% to 27%; specialty investments — 0% to 20%; commodities — 0% to 6%; and cash reserves — 0% to 5%. Equity securities include domestic investments and foreign equities in the Europe, Australia and Far East (EAFE) and International Finance Corporation (IFC) Emerging Market Indices. Debt securities primarily include domestic debt instruments, while specialty investments include investments in venture capital, buyout funds, mezzanine debt, private partnerships and an interest in a commodity index fund.
The fair values and net asset values of our pension plan assets at December 31, 2017 and 2016 by asset category are as follows:
Fair Value Measurements at December 31, 2017
|
|||||||||||||
in thousands |
Level 1 1 |
Level 2 1 |
Level 3 1 |
Total |
|||||||||
Asset Category |
|||||||||||||
Debt securities |
$ 0 |
$ 178,512 |
$ 0 |
$ 178,512 |
|||||||||
Investment funds |
|||||||||||||
Commodity funds |
0 | 17,041 | 0 | 17,041 | |||||||||
Equity funds |
1,089 | 143,010 | 0 | 144,099 | |||||||||
Investments in the fair value hierarchy |
$ 1,089 |
$ 338,563 |
$ 0 |
$ 339,652 |
|||||||||
Interest in common/collective trusts (at NAV) |
416,397 | ||||||||||||
Venture capital and partnerships (at NAV) |
84,852 | ||||||||||||
Total pension plan assets |
$ 840,901 |
Fair Value Measurements at December 31, 2016
|
|||||||||||||
in thousands |
Level 1 1 |
Level 2 1 |
Level 3 1 |
Total |
|||||||||
Asset Category |
|||||||||||||
Debt securities |
$ 0 |
$ 162,894 |
$ 0 |
$ 162,894 |
|||||||||
Investment funds |
|||||||||||||
Commodity funds |
0 | 16,594 | 0 | 16,594 | |||||||||
Equity funds |
530 | 124,407 | 0 | 124,937 | |||||||||
Investments in the fair value hierarchy |
$ 530 |
$ 303,895 |
$ 0 |
$ 304,425 |
|||||||||
Interest in common/collective trusts (at NAV) |
358,345 | ||||||||||||
Venture capital and partnerships (at NAV) |
86,745 | ||||||||||||
Total pension plan assets |
$ 749,515 |
1 |
See Note 1 under the caption Fair Value Measurements for a description of the fair value hierarchy. |
At each measurement date, we estimate the fair values and net asset values of our pension assets using various valuation techniques. We use, to the extent available, quoted market prices in active markets or observable market inputs in estimating the fair value of our pension assets. When quoted market prices or observable market inputs are not available, we use valuation techniques that rely on unobservable inputs to estimate the fair value of our pension assets. The following describes the types of investments included in each asset category listed in the tables above and the valuation techniques we used to determine the fair values or net asset values as of December 31, 2017 and 2016.
The debt securities category consists of bonds issued by U.S. federal, state and local governments, corporate debt securities, fixed income obligations issued by foreign governments, and asset-backed securities. The fair values of U.S. government and corporate debt securities are based on current market rates and credit spreads for debt securities with similar maturities. The fair values of debt securities issued by foreign governments are based on prices obtained from broker/dealers and international indices. The fair values of asset-backed securities are priced using prepayment speed and spread inputs that are sourced from the new issue market.
Investment funds consist of exchange traded and non-exchange traded funds. The commodity funds asset category consists of a single open-end commodity mutual fund. The equity funds asset category consists of a publicly traded mutual fund investing in domestic equities. For investment funds publicly traded on a national securities exchange, the fair value is based on quoted market prices. For investment funds not traded on an exchange, the total fair value of the underlying securities is used to determine the net asset value for each unit of the fund held by the pension fund. The estimated fair values of the underlying securities are generally valued based on quoted market prices. For securities without quoted market prices, other observable market inputs are used to determine the fair value.
Common/collective trust fund investments consist of index funds for domestic equities, an actively managed fund for international equities, and a short-term investment fund for highly liquid, short-term debt securities. Investments are valued at the net asset value (NAV) of units of a bank collective trust. The NAV is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.
The venture capital and partnerships asset category consists of various limited partnership funds, mezzanine debt funds and leveraged buyout funds. NAV is used as a practical expedient to estimate fair value. The NAV of these investments has been estimated based on methods employed by the general partners, including consideration of, among other things, reference to third-party transactions, valuations of comparable companies operating within the same or similar industry, the current economic and competitive environment, creditworthiness of the corporate issuer, as well as market prices for instruments with similar maturities, terms, conditions and quality ratings. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value of these securities.
Total employer contributions to the pension plans are presented below:
|
||||
in thousands |
Pension |
|||
Employer Contributions |
||||
2015 |
$ 14,047 |
|||
2016 |
9,576 | |||
2017 |
20,023 | |||
2018 (estimated) |
109,477 |
For our qualified pension plans, we made a discretionary contribution of $10,600,000 during 2017 and made no contributions during 2016 and 2015. We anticipate making contributions of $100,000,000 to our qualified pension plans in 2018. For our nonqualified pension plans, we contributed $9,423,000, $9,576,000 and $14,047,000 during 2017, 2016 and 2015, respectively, and expect to contribute $9,477,000 during 2018.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
||||
in thousands |
Pension |
|||
Estimated Future Benefit Payments |
||||
2018 |
$ 56,227 |
|||
2019 |
57,099 | |||
2020 |
58,382 | |||
2021 |
59,356 | |||
2022 |
60,948 | |||
2023-2027 |
309,844 |
We contribute to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements for union-represented employees. A multiemployer plan is subject to collective bargaining for employees of two or more unrelated companies. Multiemployer plans are managed by boards of trustees on which management and labor have equal representation. However, in most cases, management is not directly represented. The risks of participating in multiemployer plans differ from single employer plans as follows:
§ |
assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers |
§ |
if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers |
§ |
if we cease to have an obligation to contribute to one or more of the multiemployer plans to which we contribute, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability |
None of the multiemployer pension plans that we participate in are individually significant. Our contributions to individual multiemployer pension funds did not exceed 5% of the fund’s total contributions in the three years ended December 31, 2017, 2016 and 2015. Total contributions to multiemployer pension plans were $9,253,000 in 2017, $10,435,000 in 2016 and $9,800,000 in 2015.
As of December 31, 2017, a total of 12.4% of our domestic hourly labor force was covered by collective-bargaining agreements. Of such employees covered by collective-bargaining agreements, 4.3% were covered by agreements that expire in 2018. We also employed 310 union employees in Mexico who are covered by a collective-bargaining agreement that will expire in 2018. None of our union employees in Mexico participate in multiemployer pension plans.
In addition to the pension plans noted above, we had one unfunded supplemental retirement plan as of December 31, 2017 and 2016. The accrued costs for the supplemental retirement plan were $1,252,000 at December 31, 2017 and $1,320,000 at December 31, 2016.
POSTRETIREMENT PLANS
In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level. Substantially all our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits end when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65, whichever occurs first.
The following table sets forth the combined funded status of the plans and their reconciliation with the related amounts recognized in our consolidated financial statements at December 31:
|
|||||||
in thousands |
2017 | 2016 | |||||
Change in Benefit Obligation |
|||||||
Projected benefit obligation at beginning of year |
$ 45,546 |
$ 48,605 |
|||||
Service cost |
1,167 | 1,123 | |||||
Interest cost |
1,260 | 1,209 | |||||
Actuarial loss (gain) |
378 | (111) | |||||
Benefits paid |
(4,871) | (5,280) | |||||
Projected benefit obligation at end of year |
$ 43,480 |
$ 45,546 |
|||||
Change in Fair Value of Plan Assets |
|||||||
Fair value of assets at beginning of year |
$ 0 |
$ 0 |
|||||
Actual return on plan assets |
0 | 0 | |||||
Fair value of assets at end of year |
$ 0 |
$ 0 |
|||||
Funded status |
$ (43,480) |
$ (45,546) |
|||||
Net amount recognized |
$ (43,480) |
$ (45,546) |
|||||
Amounts Recognized in the Consolidated |
|||||||
Balance Sheets |
|||||||
Current liabilities |
$ (5,624) |
$ (6,013) |
|||||
Noncurrent liabilities |
(37,856) | (39,533) | |||||
Net amount recognized |
$ (43,480) |
$ (45,546) |
|||||
Amounts Recognized in Accumulated |
|||||||
Other Comprehensive Income |
|||||||
Net actuarial gain |
$ (20,757) |
$ (22,685) |
|||||
Prior service credit |
(15,456) | (19,692) | |||||
Total amount recognized |
$ (36,213) |
$ (42,377) |
The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income, weighted-average assumptions and assumed trend rates of the plans at December 31:
|
||||||||||
dollars in thousands |
2017 | 2016 | 2015 | |||||||
Components of Net Periodic Postretirement |
||||||||||
Benefit Cost |
||||||||||
Service cost |
$ 1,167 |
$ 1,123 |
$ 1,894 |
|||||||
Interest cost |
1,260 | 1,209 | 2,485 | |||||||
Amortization of prior service credit |
(4,236) | (4,236) | (4,232) | |||||||
Amortization of actuarial (gain) loss |
(1,587) | (1,751) | 37 | |||||||
Net periodic postretirement benefit cost (credit) |
$ (3,396) |
$ (3,655) |
$ 184 |
|||||||
Changes in Plan Assets and Benefit |
||||||||||
Obligations Recognized in Other |
||||||||||
Comprehensive Income |
||||||||||
Net actuarial loss (gain) |
$ 342 |
$ (111) |
$ (35,209) |
|||||||
Reclassification of actuarial gain (loss) |
1,587 | 1,751 | (37) | |||||||
Reclassification of prior service credit |
4,236 | 4,236 | 4,232 | |||||||
Amount recognized in other comprehensive |
||||||||||
income |
$ 6,165 |
$ 5,876 |
$ (31,014) |
|||||||
Amount recognized in net periodic |
||||||||||
postretirement benefit cost and other |
||||||||||
comprehensive income |
$ 2,769 |
$ 2,221 |
$ (30,830) |
|||||||
Assumptions |
||||||||||
Weighted-average assumptions used to |
||||||||||
determine net periodic benefit cost for |
||||||||||
years ended December 31 |
||||||||||
Discount rate — PBO |
3.59% | 3.69% | 3.50% | |||||||
Discount rate — service cost |
3.96% | 3.77% | 3.50% | |||||||
Discount rate — interest cost |
2.89% | 2.81% | 3.50% | |||||||
Weighted-average assumptions used to |
||||||||||
determine benefit obligation at |
||||||||||
December 31 |
||||||||||
Discount rate |
3.33% | 3.58% | 3.69% |
The estimated net actuarial gain and prior service credit that will be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost (credit) during 2018 are $(1,525,000) and $(3,962,000), respectively.
Total employer contributions to the postretirement plans are presented below:
|
||||
in thousands |
Postretirement |
|||
Employer Contributions |
||||
2015 |
$ 5,915 |
|||
2016 |
5,280 | |||
2017 |
4,871 | |||
2018 (estimated) |
5,624 |
The employer contributions shown above are equal to the cost of benefits during the year. The plans are not funded and are not subject to any regulatory funding requirements.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
||||
in thousands |
Postretirement |
|||
Estimated Future Benefit Payments |
||||
2018 |
$ 5,624 |
|||
2019 |
5,431 | |||
2020 |
5,201 | |||
2021 |
4,859 | |||
2022 |
4,523 | |||
2023–2027 |
17,359 |
Contributions by participants to the postretirement benefit plans for the years ended December 31 are as follows:
|
||||
in thousands |
Postretirement |
|||
Participants Contributions |
||||
2015 |
$ 2,031 |
|||
2016 |
2,085 | |||
2017 |
2,025 |
PENSION AND OTHER POSTRETIREMENT BENEFITS ASSUMPTIONS
Each year we review our assumptions about the discount rate, the expected return on plan assets, and the rate of increase in the per capita cost of covered healthcare benefits. Annual pay increases after 2015 do not increase our pension plan obligations as a result of a 2013 plan amendment.
We develop our effective discount rate from discounted plan cash flows using the full series of spot rates developed from the yields on high-quality bonds as of the measurement date. At December 31, 2017, the discount rates used to measure the benefit obligation for our various plans ranged from 3.24% to 3.79% (December 31, 2016 ranged from 3.43% to 4.41%).
We use a full yield curve approach to estimate the service and interest cost, applying the specific spot rates along the yield curve to the relevant projected cash flows. The weighted-average discount rates used to measure service and interest costs for 2017 were 4.63% and 3.63%, respectively, for our pension plans and 3.96% and 2.89%, respectively, for our other postretirement plans. The weighted-average discount rates used to measure service and interest costs for 2016 were 4.68% and 3.79%, respectively, for our pension plans and 3.77% and 2.81%, respectively, for our other postretirement plans.
Our expected return on plan assets is: (1) a long-term view based on our current asset allocation, and (2) a judgment informed by consultation with our retirement plans’ consultant and our pension plans’ actuary. In estimating the expected return on plan assets, we consider past performance and long-term future expectations for the types of investments held by the plan as well as the expected long-term allocation of plan assets to these investments. At December 31, 2017, the expected return on plan assets remained at 7.00%.
Future increases in the per capital cost of healthcare benefits will not increase our postretirement medical benefits obligation as a result of a 2012 plan amendment to cap medical coverage cost at the 2015 level.
DEFINED CONTRIBUTION PLANS
We sponsor two defined contribution plans. Substantially all salaried and nonunion hourly employees are eligible to be covered by one of these plans. Under these plans, we match employees’ eligible contributions at established rates. Expense recognized in connection with these matching obligations totaled $44,562,000 in 2017, $45,295,000 in 2016 and $36,085,000 in 2015.
|
NOTE 11: INCENTIVE PLANS
SHARE-BASED COMPENSATION PLANS
Our 2016 Omnibus Long-term Incentive Plan (Plan) authorizes the granting of performance shares, restricted shares, Stock-Only Stock Appreciation Rights (SOSARs) and other types of share-based awards to key salaried employees and nonemployee directors. The maximum number of shares that may be issued under the Plan is 8,000,000.
PERFORMANCE SHARES — Each performance share unit is equal to and paid in one share of our common stock, but carries no voting or dividend rights. The number of units ultimately paid for performance share awards may range from 0% to 200% of the number of units awarded on the date of grant. Payment is based upon our Total Shareholder Return (TSR) performance relative to the TSR performance of the S&P 500®. Awards vest on December 31 of the third (2017 award) or fourth (all other outstanding awards) year after date of grant. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Expense provisions referable to performance share awards amounted to $16,272,000 in 2017, $12,074,000 in 2016 and $13,159,000 in 2015.
The fair value of performance shares is estimated as of the date of grant using a Monte Carlo simulation model. The following table summarizes the activity for nonvested performance share units during the year ended December 31, 2017:
|
|||||||
|
Target |
Weighted-average |
|||||
|
Number |
Grant Date |
|||||
|
of Shares |
Fair Value |
|||||
Performance Shares |
|||||||
Nonvested at January 1, 2017 |
667,096 |
$ 73.20 |
|||||
Granted |
121,310 | 117.49 | |||||
Vested |
(275,899) | 63.42 | |||||
Canceled/forfeited |
(13,528) | 80.97 | |||||
Nonvested at December 31, 2017 |
498,979 |
$ 89.16 |
During 2016 and 2015, the weighted-average grant date fair value of performance shares granted was $87.73 and $74.85, respectively.
The aggregate values for distributed performance share awards are based on the closing price of our common stock as of the distribution date. The aggregate values of distributed performance shares for the years ended December 31 are as follows:
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate value of distributed |
||||||||||
performance shares |
$ 52,368 |
$ 60,443 |
$ 26,258 |
RESTRICTED SHARES — Each restricted share unit is equal to and paid in one share of our common stock, but carries no voting or dividend rights. Awards vest on the third (2017 award) or fourth (all other outstanding awards) anniversary of the grant date. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Expense provisions referable to restricted share awards amounted to $4,371,000 in 2017, $3,004,000 in 2016 and $982,000 in 2015.
The fair value of restricted shares is estimated as of the date of grant based on the stock price adjusted for dividends foregone. The following table summarizes the activity for nonvested restricted share units during the year ended December 31, 2017:
|
|||||||
|
Weighted-average |
||||||
|
Number |
Grant Date |
|||||
|
of Shares |
Fair Value |
|||||
Restricted Stock Units |
|||||||
Nonvested at January 1, 2017 |
135,430 |
$ 71.63 |
|||||
Granted |
43,710 | 117.49 | |||||
Vested |
(64,544) | 56.74 | |||||
Canceled/forfeited |
(5,294) | 99.00 | |||||
Nonvested at December 31, 2017 |
109,302 |
$ 97.43 |
During 2016 and 2015, the weighted-average grant date fair value of restricted shares granted was $87.77 and $74.85, respectively.
The aggregate values for distributed restricted share awards are based on the closing price of our common stock as of the distribution date. The aggregate values of distributed performance shares for the years ended December 31 are as follows:
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate value of distributed |
||||||||||
restricted shares |
$ 7,685 |
$ 0 |
$ 0 |
STOCK ONLY STOCK APPRECIATION RIGHTS (SOSARs) — SOSARs granted have an exercise price equal to the market value of our underlying common stock on the date of grant. The SOSARs vest ratably over 3 years (2017 award) or 4 years (all other awards) and expire 10 years subsequent to the grant. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested awards are forfeited upon termination for any other reason.
The fair value of SOSARs is estimated as of the date of grant using the Black-Scholes option pricing model. Compensation cost for SOSARs is based on this grant date fair value and is recognized for awards that ultimately vest. The following table presents the weighted-average fair value and the weighted-average assumptions used in estimating the fair value of grants during the years ended December 31:
|
|||||||||||
|
2017 | 2016 | 2015 | ||||||||
SOSARs |
|||||||||||
Fair value |
$ 43.01 |
$ 29.20 |
$ 25.17 |
||||||||
Risk-free interest rate |
2.36% | 1.66% | 1.85% | ||||||||
Dividend yield |
1.27% | 1.39% | 1.70% | ||||||||
Volatility |
31.35% | 30.42% | 33.00% | ||||||||
Expected term |
9.00 years |
9.00 years |
8.00 years |
The risk-free interest rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period approximating the SOSARs expected term. The dividend yield assumption is based on our historical dividend payouts adjusted for current expectations of future payouts. The volatility assumption is based on the historical volatility and expectations about future volatility of our common stock over a period equal to the SOSARs expected term. The expected term is based on historical experience and expectations about future exercises and represents the period of time that SOSARs granted are expected to be outstanding.
A summary of our SOSAR activity as of December 31, 2017 and changes during the year are presented below:
|
|||||||||||||
|
Weighted-average |
||||||||||||
|
Remaining |
Aggregate |
|||||||||||
|
Number |
Weighted-average |
Contractual |
Intrinsic Value |
|||||||||
|
of Shares |
Exercise Price |
Life (Years) |
(in thousands) |
|||||||||
SOSARs |
|||||||||||||
Outstanding at January 1, 2017 |
2,392,431 |
$ 51.80 |
|||||||||||
Granted |
79,200 | 122.60 | |||||||||||
Exercised |
(226,280) | 64.75 | |||||||||||
Forfeited or expired |
(2,864) | 74.62 | |||||||||||
Outstanding at December 31, 2017 |
2,242,487 |
$ 52.95 |
3.73 |
$ 169,034 |
|||||||||
Vested and expected to vest |
2,233,801 |
$ 52.89 |
3.72 |
$ 168,513 |
|||||||||
Exercisable at December 31, 2017 |
1,957,871 |
$ 47.27 |
3.14 |
$ 158,700 |
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between our stock price on the last trading day of 2017 and the exercise price, multiplied by the number of in-the-money SOSARs) that would have been received by the option holders had all SOSARs been exercised on December 31, 2017. These values change based on the fair market value of our common stock. The aggregate intrinsic values of SOSARs/ stock options exercised for the years ended December 31 are as follows:
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate intrinsic value of SOSARs/ |
||||||||||
stock options exercised |
$ 13,758 |
$ 27,705 |
$ 43,620 |
The following table presents cash and stock consideration received and tax benefit realized from stock option/SOSAR exercises and compensation cost recorded referable to SOSARs/stock options for the years ended December 31:
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
SOSARs/Stock Options |
||||||||||
Cash and stock consideration received |
||||||||||
from exercises |
$ 0 |
$ 0 |
$ 72,884 |
|||||||
Tax benefit from exercises |
5,331 | 10,767 | 16,920 | |||||||
Compensation cost |
3,723 | 2,744 | 2,221 |
DEFERRED STOCK UNITS — In addition to the share-based compensation plans for employees discussed above, we issue a limited number of deferred stock units to our nonemployee directors annually. These deferred stock units vested immediately upon issuance (except for the 2015 grant which vested over three years) and accumulate dividends over the vesting period. Expense provisions referable to nonemployee director deferred stock units amounted to $2,260,000 in 2017, $2,848,000 in 2016 and $1,886,000 in 2015.
CASH-BASED COMPENSATION PLANS
We have incentive plans under which cash awards may be made annually. Expense provisions under these plans referable to awards to officers and key employees amounted to $24,403,000 in 2017, $32,169,000 in 2016 and $26,325,000 in 2015. Expense provisions under these plans referable to awards to other division key employees amounted to $10,877,000 in 2017, $14,589,000 in 2016 and $11,687,000 in 2015. Additionally, expense provision referable to a 2017 one-time bonus for non-incentive eligible employees amounted to $6,716,000.
|
NOTE 12: COMMITMENTS AND CONTINGENCIES
We have commitments in the form of unconditional purchase obligations as of December 31, 2017. These include commitments for the purchase of property, plant & equipment of $134,458,000 and commitments for noncapital purchases of $32,145,000. These commitments are due as follows:
|
||
|
Unconditional |
|
|
Purchase |
|
in thousands |
Obligations |
|
Property, Plant & Equipment |
||
2018 |
$ 134,458 |
|
Thereafter |
0 | |
Total |
$ 134,458 |
|
Noncapital (primarily transportation and electricity contracts) |
||
2018 |
$ 10,449 |
|
2019–2020 |
15,109 | |
2021–2022 |
3,587 | |
Thereafter |
3,000 | |
Total |
$ 32,145 |
Commitments for the purchase of property, plant & equipment for 2018 include $68,951,000 for the remaining construction of two new Panamax-class, self-unloading ships. Expenditures under noncapital purchase commitments totaled $40,526,000 in 2017, $60,591,000 in 2016 and $76,178,000 in 2015.
We have commitments in the form of minimum royalties under mineral leases as of December 31, 2017 in the amount of $211,432,000, due as follows:
|
||
|
Mineral |
|
in thousands |
Leases |
|
Minimum Royalties |
||
2018 |
$ 22,531 |
|
2019–2020 |
34,022 | |
2021–2022 |
22,703 | |
Thereafter |
132,176 | |
Total |
$ 211,432 |
Expenditures for royalties under mineral leases totaled $67,933,000 in 2017, $62,978,000 in 2016 and $58,048,000 in 2015. Refer to Note 7 for future minimum nonmineral operating lease payments.
Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note 1 under the caption Deferred Revenue. As the holder of the working interest, we have responsibility to bear the cost of mining and producing the reserves attributable to this nonoperating interest.
As summarized by purpose in Note 6, our standby letters of credit totaled $43,239,000 as of December 31, 2017.
As described in Note 9, our liability for unrecognized tax benefits is $11,643,000 as of December 31, 2017.
As described in Note 17, our asset retirement obligations totaled $218,117,000 as of December 31, 2017.
LITIGATION AND ENVIRONMENTAL MATTERS
We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.
We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party's share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties.
We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period. Amounts accrued for environmental matters are presented in Note 8.
We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.
In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are specifically described below.
In August 2017, the EPA informed certain members of the Cooperating Parties Group, including Vulcan, that it planned to use the services of a third-party allocator with the expectation of offering cash-out settlements to some parties in connection with the bank-to-bank remedy. This voluntary allocation process is intended to establish an impartial third-party expert recommendation that may be considered by the government and the participants as the basis of possible settlements. We have begun participating in this voluntary allocation process, which is likely to take several years.
Efforts to remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades. We formerly owned a chemicals operation near the mouth of the River, which was sold in 1974. The major risk drivers in the River have been identified as dioxins, PCBs, DDx and mercury. We did not manufacture any of these risk drivers and have no evidence that any of these were discharged into the River by Vulcan.
The AOC does not obligate us to fund or perform the remedial action contemplated by either the draft RI/FS or the ROD. Furthermore, the parties who will participate in funding the remediation and their respective allocations have not been determined. We do not agree that a bank-to-bank remedy is warranted, and we are not obligated to fund any of the remedial action at this time; nevertheless, we previously estimated the cost to be incurred by us as a potential participant in a bank-to-bank dredging remedy and recorded an immaterial loss for this matter in 2015.
§ |
TEXAS BRINE MATTER — During the operation of its former Chemicals Division, Vulcan leased the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005. Throughout that period and for all times thereafter, the Texas Brine Company (Texas Brine) was the operator contracted by Vulcan (and later Occidental) to mine and deliver the salt. We sold our Chemicals Division in 2005 and transferred our rights and interest related to the salt and mining operations to the purchaser, a subsidiary of Occidental, and we have had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed in the vicinity of the Texas Brine mining operations, and numerous lawsuits were filed in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were also filed in federal court before the Eastern District of Louisiana in New Orleans. |
There are numerous defendants, including Texas Brine and Occidental, to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Brine. We have since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisiana. Damage categories encompassed within the litigation include individual plaintiffs’ claims for property damage, a claim by the state of Louisiana for response costs and civil penalties, claims by Texas Brine for response costs and lost profits, claims for physical damages to nearby oil and gas pipelines and storage facilities (pipelines), and business interruption claims.
In addition to the plaintiffs’ claims, we were also sued for contractual indemnity and comparative fault by both Texas Brine and Occidental. It is alleged that the sinkhole was caused, in whole or in part, by our negligent actions or failure to act. It is also alleged that we breached the salt lease with Occidental, as well as an operating agreement and related contracts with Texas Brine; that we are strictly liable for certain property damages in our capacity as a former lessee of the salt lease; and that we violated certain covenants and conditions in the agreement under which we sold our Chemicals Division to Occidental. We have likewise made claims for contractual indemnity and on a basis of comparative fault against Texas Brine and Occidental.
Vulcan and Occidental have since dismissed all of their claims against one another. Texas Brine has claims that remain pending against Vulcan and against Occidental. Discovery remains ongoing in various cases.
In December 2016, we settled with plaintiffs in one of the cases involving individual property damages. During the first nine months of 2017, we settled with the plaintiffs in the cases involving physical damages to pipelines. Our insurers have funded the settlements in excess of our self-insured retention amount. Each of the pipeline plaintiffs signed a release in favor of Vulcan and agreed that we would not be responsible to the pipelines for any amount beyond the settlement amount.
A bench trial (judge only) began in September 2017 and ended in October in the pipeline cases. The trial was limited in scope to the allocation of comparative fault or liability for causing the sinkhole, with a damages phase of the trial to be held at a later date. Vulcan participated in the trial, as the liability finding could impact cross-party and third-party claims against us. In December 2017, the judge issued a ruling on the allocation of fault among the three defendants, as follows: Occidental 50%, Texas Brine 35% and Vulcan 15%. Motions for a new trial have been filed, and it is likely that one or more parties will appeal the judge’s ruling.
Also in December 2017, we agreed to a settlement in a federal putative class action. It will take time to finalize this settlement due to required court proceedings relating to class action notice and approval. Our insurers participated in the settlement discussions and have agreed to fund the settlement.
We cannot reasonably estimate a range of liability pertaining to the open cases at this time.
§ |
HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Vulcan to assess, monitor, cleanup and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. The CAO follows a 2014 Investigative Order from the RWQCB that sought data and a technical evaluation regarding the Hewitt Landfill, and a subsequent amendment to the Investigative Order requiring us to provide groundwater monitoring results to the RWQCB and to create and implement a work plan for further investigation of the Hewitt Landfill. In April 2016, we submitted an interim remedial action plan (IRAP) to the RWQCB, proposing an on-site pilot test of a pump and treat system; testing and implementation of a leachate recovery system; and storm water capture and conveyance improvements. |
Operation of the on-site pilot-scale treatment system began in January 2017, and was completed in April 2017. With completion of the pilot testing and other investigative work to date, we submitted an amendment to the IRAP (AIRAP) to RWQCB in August 2017 proposing the use of a pump, treat and reinjection system. In December 2017, we submitted an addendum to the AIRAP, incorporating new data acquired since the prior submission. In February 2018, the AIRAP was approved by RWQCB. As a result of this approval, we will begin to implement the on-site source control activities described in the AIRAP. Based on the preliminary design of this system, we accrued $15,239,000 in 2017 (reflected in other operating expense).
We are also engaged in an ongoing dialogue with the EPA, the Los Angeles Department of Water and Power, and other stakeholders regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.
In July 2016, the EPA sent us a letter requesting that we enter into an AOC for remedial design work in the NHOU. We entered into an AOC and Statement of Work effective September 2017, for the design of two extraction wells south of the Hewitt Site to protect the North Hollywood West well field. In November 2017, we submitted a Pre-Design Investigation Work Plan to the EPA, which sets forth the activities and schedule for our evaluation of the need for a two-well remedy. Estimated cost to comply with this AOC are immaterial and have been accrued. Until the remedial design work and evaluation of the two-well remedy is complete, we cannot identify an appropriate remedial action or reasonably estimate a loss pertaining to this matter.
It is not possible to predict with certainty the ultimate outcome of these and other legal proceedings in which we are involved and a number of factors, including developments in ongoing discovery or adverse rulings, or the verdict of a particular jury, could cause actual losses to differ materially from accrued costs. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. Legal costs incurred in defense of lawsuits are expensed as incurred. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in Note 1 under the caption Claims and Litigation Including Self-insurance.
|
NOTE 13: EQUITY
Our capital stock consists solely of common stock, par value $1.00 per share. Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation also authorizes 5,000,000 shares of preferred stock, of which no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.
There were no shares held in treasury as of December 31, 2017, 2016 and 2015.
Our common stock purchases (all of which were open market purchases) and subsequent retirements for the years ended December 31 are summarized below:
|
||||||||
in thousands, except average cost |
2017 | 2016 | 2015 | |||||
Shares Purchased and Retired |
||||||||
Number |
510 | 1,427 | 228 | |||||
Total cost 1 |
$ 60,303 |
$ 161,463 |
$ 21,475 |
|||||
Average cost 1 |
$ 118.18 |
$ 113.18 |
$ 94.19 |
1 |
Excludes commissions of $0.02 per share. |
As of December 31, 2017, 9,489,717 shares may be purchased under the current purchase authorization of our Board of Directors.
|
NOTE 14: OTHER COMPREHENSIVE INCOME
Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of other comprehensive income are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Equity, net of applicable taxes.
Amounts in accumulated other comprehensive income (AOCI), net of tax, at December 31, are as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
AOCI |
||||||||
Cash flow hedges |
$ (11,438) |
$ (13,300) |
$ (14,494) |
|||||
Pension and postretirement plans |
(138,028) | (126,076) | (105,575) | |||||
Total |
$ (149,466) |
$ (139,376) |
$ (120,069) |
Changes in AOCI, net of tax, for the three years ended December 31, 2017 are as follows:
|
||||||||
|
Pension and |
|||||||
|
Cash Flow |
Postretirement |
||||||
in thousands |
Hedges |
Benefit Plans |
Total |
|||||
AOCI |
||||||||
Balance as of December 31, 2014 |
$ (20,322) |
$ (141,392) |
$ (161,714) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | 23,832 | 23,832 | |||||
Amounts reclassified from AOCI |
5,828 | 11,985 | 17,813 | |||||
Net OCI changes |
5,828 | 35,817 | 41,645 | |||||
Balance as of December 31, 2015 |
$ (14,494) |
$ (105,575) |
$ (120,069) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | (20,583) | (20,583) | |||||
Amounts reclassified from AOCI |
1,194 | 82 | 1,276 | |||||
Net OCI changes |
1,194 | (20,501) | (19,307) | |||||
Balance as of December 31, 2016 |
$ (13,300) |
$ (126,076) |
$ (139,376) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | (14,106) | (14,106) | |||||
Amounts reclassified from AOCI |
1,862 | 2,154 | 4,016 | |||||
Net OCI changes |
1,862 | (11,952) | (10,090) | |||||
Balance as of December 31, 2017 |
$ (11,438) |
$ (138,028) |
$ (149,466) |
Amounts reclassified from AOCI to earnings, are as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Reclassification Adjustment for Cash Flow |
||||||||
Hedge Losses |
||||||||
Interest expense |
$ 3,070 |
$ 2,008 |
$ 9,759 |
|||||
Benefit from income taxes |
(1,208) | (814) | (3,931) | |||||
Total 1 |
$ 1,862 |
$ 1,194 |
$ 5,828 |
|||||
Amortization of Pension and Postretirement Plan |
||||||||
Actuarial Loss and Prior Service Cost |
||||||||
Cost of revenues |
$ 2,376 |
$ 109 |
$ 15,916 |
|||||
Selling, administrative and general expenses |
539 | 25 | 3,608 | |||||
Benefit from income taxes |
(761) | (52) | (7,539) | |||||
Total 2 |
$ 2,154 |
$ 82 |
$ 11,985 |
|||||
Total reclassifications from AOCI to earnings |
$ 4,016 |
$ 1,276 |
$ 17,813 |
1 |
Totals for 2017 and 2015 include the acceleration of deferred losses on interest rate derivatives (see Note 5) referable to debt purchases (see Note 6). |
2 |
Total for 2015 includes a one-time settlement loss resulting from a lump sum payment to a former employee (see Note 10). |
|
NOTE 15: SEGMENT REPORTING
We have four operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Management reviews earnings from the product line reporting segments principally at the gross profit level.
The Aggregates segment produces and sells aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services (transportation and other). During 2017, the Aggregates segment principally served markets in twenty states, Washington D.C. and Mexico with a full line of aggregates, and fourteen additional states with railroad ballast. Customers use aggregates primarily in the construction and maintenance of highways, streets and other public works and in the construction of housing and commercial, industrial and other nonresidential facilities. Customers are served by truck, rail and water distribution networks from our production facilities and sales yards. Due to the high weight-to-value ratio of aggregates, markets generally are local in nature. Quarries located on waterways and rail lines allow us to serve remote markets where local aggregates reserves may not be available.
The Asphalt segment produces and sells asphalt mix in five states: Arizona, California, New Mexico, Tennessee and Texas. We entered the Tennessee market in January 2017 through an acquisition (see Note 19).
The Concrete segment produces and sells ready-mixed concrete in six states, Washington D.C. and an immaterial amount in the Bahamas. In March 2017, we reentered the California ready-mixed concrete market through an acquisition and exited the Arizona market through a swap (see Note 19). In January 2015, we swapped our ready-mixed concrete operations in California (see Note 19) for asphalt mix operations, primarily in Arizona.
The Calcium segment consists of a Florida facility that mines, produces and sells calcium products.
Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. Our Asphalt and Concrete segments are primarily supplied with their aggregates requirements from our Aggregates segment. These intersegment sales are made at local market prices for the particular grade and quality of product used in the production of asphalt mix and ready-mixed concrete. Customers for our Asphalt and Concrete segments are generally served locally at our production facilities or by truck. Because asphalt mix and ready-mixed concrete harden rapidly, delivery is time constrained and generally confined to a radius of approximately 20 to 25 miles from the producing facility.
The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. Total domestic revenues were $3,872,494,000 in 2017, $3,579,427,000 in 2016 and $3,410,773,000 in 2015. Nondomestic Aggregates segment revenues were $17,802,000 in 2017, $13,240,000 in 2016 and $11,408,000 in 2015; there were no significant nondomestic revenues in our Asphalt, Concrete or Calcium segments. Long-lived assets outside the United States, which consist primarily of property, plant & equipment, were $211,282,000 in 2017, $188,652,000 in 2016 and $160,125,000 in 2015. Equity method investments of $22,967,000 in 2017, $22,965,000 in 2016 and $22,967,000 in 2015 are included below in the identifiable assets for the Aggregates segment.
SEGMENT FINANCIAL DISCLOSURE
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Total Revenues |
||||||||
Aggregates 1 |
$ 3,096,094 |
$ 2,961,835 |
$ 2,777,758 |
|||||
Asphalt |
622,074 | 512,310 | 530,692 | |||||
Concrete |
417,745 | 330,125 | 299,252 | |||||
Calcium |
7,740 | 8,860 | 8,596 | |||||
Segment sales |
$ 4,143,653 |
$ 3,813,130 |
$ 3,616,298 |
|||||
Aggregates intersegment sales |
(253,357) | (220,463) | (194,117) | |||||
Total revenues |
$ 3,890,296 |
$ 3,592,667 |
$ 3,422,181 |
|||||
Gross Profit |
||||||||
Aggregates |
$ 860,021 |
$ 873,118 |
$ 755,666 |
|||||
Asphalt |
91,948 | 97,682 | 78,225 | |||||
Concrete |
46,117 | 26,543 | 20,152 | |||||
Calcium |
2,475 | 3,474 | 3,490 | |||||
Total |
$ 1,000,561 |
$ 1,000,817 |
$ 857,533 |
|||||
Depreciation, Depletion, Accretion and Amortization (DDA&A) |
||||||||
Aggregates |
$ 245,151 |
$ 236,472 |
$ 228,466 |
|||||
Asphalt |
25,400 | 16,797 | 16,378 | |||||
Concrete |
13,822 | 12,129 | 11,374 | |||||
Calcium |
677 | 774 | 679 | |||||
Other |
20,915 | 18,768 | 17,926 | |||||
Total |
$ 305,965 |
$ 284,940 |
$ 274,823 |
|||||
Capital Expenditures 2 |
||||||||
Aggregates |
$ 421,989 |
$ 297,737 |
$ 269,014 |
|||||
Asphalt |
12,970 | 29,002 | 8,111 | |||||
Concrete |
25,176 | 10,047 | 19,053 | |||||
Calcium |
78 | 534 | 0 | |||||
Corporate |
4,020 | 7,621 | 7,846 | |||||
Total |
$ 464,233 |
$ 344,941 |
$ 304,024 |
|||||
Identifiable Assets 3 |
||||||||
Aggregates |
$ 8,409,505 |
$ 7,589,225 |
$ 7,540,273 |
|||||
Asphalt |
426,575 | 259,514 | 251,716 | |||||
Concrete |
271,818 | 192,673 | 198,193 | |||||
Calcium |
4,428 | 4,959 | 5,509 | |||||
Total identifiable assets |
$ 9,112,326 |
$ 8,046,371 |
$ 7,995,691 |
|||||
General corporate assets |
245,919 | 157,085 | 20,731 | |||||
Cash and cash equivalents and restricted cash |
146,646 | 268,019 | 285,210 | |||||
Total assets |
$ 9,504,891 |
$ 8,471,475 |
$ 8,301,632 |
1 |
Includes product sales, as well as freight, delivery and transportation revenues, and other revenues related to aggregates. |
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 |
Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit. |
|
NOTE 16: SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental information referable to the Consolidated Statements of Cash Flows is summarized below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Cash Payments |
||||||||
Interest (exclusive of amount capitalized) |
$ 285,801 |
$ 135,039 |
$ 208,288 |
|||||
Income taxes |
125,135 | 102,849 | 53,623 | |||||
Noncash Investing and Financing Activities |
||||||||
Accrued liabilities for purchases of property, |
||||||||
plant & equipment |
$ 31,267 |
$ 26,676 |
$ 31,883 |
|||||
Amounts referable to business acquisitions |
||||||||
Liabilities assumed |
3,876 | 798 | 2,645 | |||||
Consideration payable to seller |
9,681 | 0 | 0 | |||||
Fair value of noncash assets and liabilities exchanged |
9,900 | 0 | 20,000 |
|
NOTE 17: ASSET RETIREMENT OBLIGATIONS
Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets. Recognition of a liability for an ARO is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the ARO is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.
We record all AROs for which we have legal obligations for land reclamation at estimated fair value. Essentially all these AROs relate to our underlying land parcels, including both owned properties and mineral leases. For the years ended December 31, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
ARO Operating Costs |
||||||||
Accretion |
$ 11,415 |
$ 11,059 |
$ 11,474 |
|||||
Depreciation |
6,302 | 6,353 | 6,515 | |||||
Total |
$ 17,717 |
$ 17,412 |
$ 17,989 |
ARO operating costs are reported in cost of revenues. AROs are reported within other noncurrent liabilities in our accompanying Consolidated Balance Sheets.
Reconciliations of the carrying amounts of our AROs for the years ended December 31 are as follows:
|
|||||
in thousands |
2017 | 2016 | |||
Asset Retirement Obligations |
|||||
Balance at beginning of year |
$ 223,872 |
$ 226,594 |
|||
Liabilities incurred |
1,920 | 505 | |||
Liabilities settled |
(21,477) | (17,114) | |||
Accretion expense |
11,415 | 11,059 | |||
Revisions, net |
2,387 | 2,828 | |||
Balance at end of year |
$ 218,117 |
$ 223,872 |
ARO liabilities settled during 2017 and 2016 include $11,578,000 and $12,602,000, respectively, of reclamation activities required under a development agreement and conditional use permits at two adjacent aggregates sites on owned property in Southern California. The reclamation required under the development agreement will result in the restoration of 90 acres of previously mined property to conditions suitable for commercial and retail development.
|
NOTE 18: GOODWILL AND INTANGIBLE ASSETS
Acquired identifiable intangible assets are classified into three categories: (1) goodwill, (2) intangible assets with finite lives subject to amortization and (3) intangible assets with indefinite lives. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are reviewed for impairment at least annually. For additional information about our policies on impairment reviews, see Note 1 under the captions Goodwill Impairment, and Impairment of Long-lived Assets excluding Goodwill.
GOODWILL
Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the years ended December 31, 2017, 2016 and 2015. Accumulated goodwill impairment losses amount to $252,664,000 in the Calcium segment.
We have four reportable segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2017, 2016 and 2015 are summarized below:
|
|||||||||||||||
in thousands |
Aggregates |
Asphalt |
Concrete |
Calcium |
Total |
||||||||||
Goodwill |
|||||||||||||||
Total as of December 31, 2015 |
$ 3,003,191 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,094,824 |
||||||||||
Total as of December 31, 2016 |
$ 3,003,191 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,094,824 |
||||||||||
Goodwill of acquired businesses 1 |
27,497 | 0 | 0 | 0 | 27,497 | ||||||||||
Total as of December 31, 2017 |
$ 3,030,688 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,122,321 |
1 |
See Note 19 for a summary of the current year acquisitions. |
We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.
INTANGIBLE ASSETS
Intangible assets acquired in business combinations are stated at their fair value determined as of the date of acquisition. Costs incurred to renew or extend the life of existing intangible assets are capitalized. These capitalized renewal/extension costs were immaterial for the years presented. Intangible assets consist of contractual rights in place (primarily permitting and zoning rights), noncompetition agreements, favorable lease agreements, customer relationships and trade names and trademarks. Intangible assets acquired individually or otherwise obtained outside a business combination consist primarily of permitting, permitting compliance and zoning rights and are stated at their historical cost less accumulated amortization.
See Note 19 for the details of the intangible assets acquired in business acquisitions during 2017, 2016 and 2015. Amortization of finite-lived intangible assets is computed based on the estimated life of the intangible assets. Contractual rights in place associated with aggregates reserves are amortized using the unit-of-sales method based on estimated recoverable units. Other intangible assets are amortized principally by the straight-line method. Intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. As shown in Note 1 under the caption Fair Value Measurements, we incurred $8,180,000 of impairment charges related to intangible assets in 2016. There were no charges for impairment of intangible assets in 2017.
The gross carrying amount and accumulated amortization by major intangible asset class for the years ended December 31 are summarized below:
|
||||||
in thousands |
2017 | 2016 | ||||
Gross Carrying Amount |
||||||
Contractual rights in place |
$ 1,050,816 |
$ 742,085 |
||||
Noncompetition agreements |
7,067 | 6,757 | ||||
Favorable lease agreements |
9,479 | 9,479 | ||||
Permitting, permitting compliance and zoning rights |
119,002 | 112,058 | ||||
Other 1 |
4,616 | 4,171 | ||||
Total gross carrying amount |
$ 1,190,980 |
$ 874,550 |
||||
Accumulated Amortization |
||||||
Contractual rights in place |
$ (94,534) |
$ (77,515) |
||||
Noncompetition agreements |
(2,440) | (1,118) | ||||
Favorable lease agreements |
(3,179) | (2,822) | ||||
Permitting, permitting compliance and zoning rights |
(24,352) | (21,701) | ||||
Other 1 |
(2,845) | (2,342) | ||||
Total accumulated amortization |
$ (127,350) |
$ (105,498) |
||||
Total Intangible Assets Subject to Amortization, net |
$ 1,063,630 |
$ 769,052 |
||||
Intangible Assets with Indefinite Lives |
0 | 0 | ||||
Total Intangible Assets, net |
$ 1,063,630 |
$ 769,052 |
||||
Amortization Expense for the Year |
$ 23,765 |
$ 17,565 |
1 |
Includes customer relationships and tradenames and trademarks. |
Estimated amortization expense for the five years subsequent to December 31, 2017 is as follows:
|
||
in thousands |
||
Estimated Amortization Expense for Five Subsequent Years |
||
2018 |
$ 26,447 |
|
2019 |
25,585 | |
2020 |
25,375 | |
2021 |
24,257 | |
2022 |
23,016 |
|
NOTE 19: ACQUISITIONS AND DIVESTITURES
BUSINESS ACQUISITIONS
During 2017 (excluding the assets immediately divested in the Aggregates USA acquisition for $287,292,000), the following assets related to material business acquisitions were acquired for total consideration of $793,523,000:
§ |
California — ready-mixed concrete facilities, an aggregates marine distribution yard and building materials yards |
§ |
Florida — an aggregates rail distribution yard |
§ |
Georgia — three aggregates facilities and fourteen aggregates rail distribution yards |
§ |
South Carolina — an aggregates rail distribution yard |
§ |
Tennessee — asphalt mix operations and a construction paving business |
The amounts of total revenues and net earnings for the material business acquisitions noted above are included in our Consolidated Statement of Comprehensive Income for the year ended December 31, 2017, as follows:
|
|||||
in thousands |
2017 | ||||
Actual Results |
|||||
Total revenues |
$ 162,462 |
||||
Net earnings |
11,830 |
The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and these material business acquisitions as if they were combined as of January 1, 2016. The 2016 financial information does not reflect any cost savings, operating efficiencies or synergies as a result of these combinations. Transactions between Vulcan and these businesses during the periods presented in the pro forma financial information were immaterial and have been eliminated as if the companies were consolidated affiliates during the following periods:
|
|||||
in thousands |
2017 | 2016 | |||
Supplemental Pro Forma Results |
|||||
Total revenues |
$ 4,015,891 |
$ 3,882,257 |
|||
Net earnings |
$ 610,494 |
$ 433,431 |
The unaudited pro forma results above may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of 2016, nor does it intend to be a projection of future results.
The fair value of consideration transferred for these material business acquisitions and the preliminary amounts (pending appraisals of contractual rights in place and property, plant & equipment) of assets acquired and liabilities assumed, are summarized below:
|
|||||
in thousands |
2017 | ||||
Fair Value of Purchase Consideration |
|||||
Cash |
$ 1,072,978 |
||||
Payable to seller |
7,837 | ||||
Total fair value of purchase consideration |
$ 1,080,815 |
||||
Identifiable Assets Acquired and Liabilities Assumed |
|||||
Accounts and notes receivable, net |
$ 14,955 |
||||
Inventories |
21,679 | ||||
Other current assets |
608 | ||||
Investments |
3,590 | ||||
Property, plant & equipment |
433,606 | ||||
Other intangible assets |
|||||
Contractual rights in place |
295,482 | ||||
Liabilities assumed |
(3,894) | ||||
Net identifiable assets acquired and retained |
$ 766,026 |
||||
Goodwill |
$ 27,497 |
||||
Net Assets Divested Immediately Upon Acquisition |
$ 287,292 |
Additionally, during 2017 we acquired the following assets related to immaterial business acquisitions for $48,490,000 of consideration ($36,746,000 cash, $1,844,000 payable and $9,900,000 of fair value of assets swapped):
§ |
Arizona — an asphalt mix operation |
§ |
Illinois — two aggregates facilities |
§ |
New Mexico — an aggregates facility |
§ |
Tennessee — an aggregates facility |
§ |
Virginia — an aggregates facility and a ready-mixed concrete facility |
As a collective result of the 2017 acquisitions, we recognized $309,112,000 of amortizable intangible assets (primarily contractual rights in place).The contractual rights in place will be amortized against earnings ($73,879,000 - straight-line over a weighted-average 19.3 years and $235,133,000 - units of sales over an estimated 54.7 years) and deductible for income tax purposes over 15 years. Of the $27,497,000 of goodwill recognized, all will be deductible for income tax purposes over 15 years.
During 2016, the following assets were acquired for $33,287,000 of consideration ($32,537,000 cash and $750,000 payable):
§ |
Georgia — a distribution business to complement our aggregates logistics and distribution activities |
§ |
New Mexico — an asphalt mix operation |
§ |
Texas — an aggregates facility |
None of the 2016 acquisitions listed above are material to our results of operations or financial position either individually or collectively. As a result of these 2016 acquisitions, we recognized $16,670,000 of amortizable intangible assets ($15,213,000 contractual rights in place and $1,457,000 of noncompetition agreement).The contractual rights in place will be amortized against earnings ($6,798,000 - straight-line over 20 years and $8,415,000 - units of sales over an estimated 20 years) and deductible for income tax purposes over 15 years.
During 2015, the following assets were acquired for $47,198,000 of consideration ($27,198,000 cash and $20,000,000 exchanges of real property and businesses (twelve California ready-mixed concrete operations)):
§ |
one aggregates facility in Tennessee |
§ |
three aggregates facilities and seven ready-mixed concrete operations in Arizona and New Mexico |
§ |
thirteen asphalt mix operations, primarily in Arizona |
None of the 2015 acquisitions listed above were material to our results of operations or financial position either individually or collectively. As a result of these 2015 acquisitions, we recognized $17,734,000 of amortizable intangible assets ($17,484,000 - contractual rights in place and $250,000 - noncompetition agreement). The contractual rights in place will be amortized against earnings ($7,168,000 - straight-line over 20 years and $10,317,000 - units of sales over an estimated 34 years) and deductible for income tax purposes over 15 years.
DIVESTITURES
In 2017, we sold:
§ |
Fourth quarter — swapped ready-mixed concrete operations in Arizona (fair value of $9,900,000 and book value of $1,879,000) for an asphalt mix operation in Arizona resulting in a pretax gain of $8,021,000 |
§ |
Fourth quarter – as required by the Department of Justice, we immediately divested certain assets obtained in the Aggregates USA acquisition resulting in no gain |
In 2016, we sold:
§ |
Fourth quarter — surplus land in California and Virginia for net pretax cash proceeds of $19,185,000 resulting in pretax gains of $11,871,000 |
§ |
Fourth quarter — plant relocation reimbursement in Virginia for net pretax cash proceeds of $6,000,000 resulting in a pretax gain of $4,335,000 (this item is presented within other operating expense in the accompanying Consolidated Statement of Comprehensive Income) |
As noted above, in 2015 (first quarter), we exchanged twelve ready-mixed concrete operations in California (representing all of our California concrete operations) for thirteen asphalt mix plants (primarily in Arizona) resulting in a pretax gain of $5,886,000.
|
NOTE 20: UNAUDITED SUPPLEMENTARY DATA
The following is a summary of selected quarterly financial information (unaudited) for each of the years ended December 31, 2017 and 2016:
|
||||||||
|
2017 |
|||||||
|
Three Months Ended |
|||||||
in thousands, except per share data |
March 31 |
June 30 |
Sept 30 |
Dec 31 |
||||
Total revenues |
$ 787,328 |
$1,030,763 |
$ 1,094,715 |
$ 977,490 |
||||
Gross profit |
159,979 | 291,775 | 305,516 | 243,291 | ||||
Operating earnings |
72,400 | 193,987 | 229,487 | 151,234 | ||||
Earnings from continuing operations |
43,523 | 111,749 | 110,150 | 327,969 | ||||
Net earnings |
44,921 | 120,139 | 108,579 | 327,546 | ||||
Basic earnings per share from continuing operations |
$ 0.33 |
$ 0.84 |
$ 0.83 |
$ 2.47 |
||||
Diluted earnings per share from continuing operations |
$ 0.32 |
$ 0.83 |
$ 0.82 |
$ 2.43 |
||||
Basic net earnings per share |
$ 0.34 |
$ 0.91 |
$ 0.82 |
$ 2.47 |
||||
Diluted net earnings per share |
$ 0.33 |
$ 0.89 |
$ 0.81 |
$ 2.43 |
|
||||||||
|
2016 |
|||||||
|
Three Months Ended |
|||||||
in thousands, except per share data |
March 31 |
June 30 |
Sept 30 |
Dec 31 |
||||
Total revenues |
$ 754,728 |
$ 956,825 |
$ 1,008,140 |
$ 872,974 |
||||
Gross profit |
164,718 | 292,184 | 304,209 | 239,706 | ||||
Operating earnings |
64,921 | 213,786 | 227,076 | 173,799 | ||||
Earnings from continuing operations |
41,965 | 127,241 | 145,137 | 108,063 | ||||
Net earnings |
40,158 | 124,709 | 142,024 | 112,600 | ||||
Basic earnings per share from continuing operations |
$ 0.31 |
$ 0.95 |
$ 1.09 |
$ 0.82 |
||||
Diluted earnings per share from continuing operations |
$ 0.31 |
$ 0.93 |
$ 1.07 |
$ 0.80 |
||||
Basic net earnings per share |
$ 0.30 |
$ 0.93 |
$ 1.07 |
$ 0.85 |
||||
Diluted net earnings per share |
$ 0.30 |
$ 0.92 |
$ 1.05 |
$ 0.83 |
|
NATURE OF OPERATIONS
Vulcan Materials Company (the "Company," "Vulcan," "we," "our"), a New Jersey corporation, is the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete.
We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our mid-Atlantic, Georgia, Southwestern, Tennessee and Western markets.
Due to the 2005 sale of our Chemicals business as described in Note 2, the results of the Chemicals business are presented as discontinued operations in the accompanying Consolidated Statements of Comprehensive Income.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Vulcan Materials Company and all our majority or
wholly-owned subsidiary companies. Partially-owned affiliates are either consolidated or accounted for at cost or as equity investments depending on the level of ownership interest or our ability to exercise control over the affiliates’ operations. All intercompany transactions and accounts have been eliminated in consolidation.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of these financial statements in conformity with accounting principles generally accepted (GAAP) in the United States of America requires us to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ materially from these estimates. The most significant estimates included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes.
BUSINESS COMBINATIONS
We account for business combinations under the acquisition method of accounting. The purchase price of an acquisition is allocated to the underlying identifiable assets acquired and liabilities assumed based on their respective fair values. The purchase price is determined based on the fair value of consideration transferred to and liabilities assumed from the seller as of the date of acquisition. We allocate the purchase price to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net of the fair value of the identifiable assets acquired and liabilities assumed.
Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, and therefore represents an exit price. A fair value measurement assumes the highest and best use of the asset by market participants.
We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined.
FOREIGN CURRENCY TRANSACTIONS
The U.S. dollar is the functional currency for all of our operations. For our non-U.S. subsidiaries, local currency inventories and long-term assets such as property, plant & equipment and intangibles are remeasured into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are remeasured at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are remeasured at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings and are not material for the years presented.
CASH EQUIVALENTS
We classify as cash equivalents all highly liquid securities with a maturity of three months or less at the time of purchase. The carrying amount of these securities approximates fair value due to their short-term maturities.
RESTRICTED CASH
Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and cash reserved by other contractual agreements (such as asset purchase agreements) for a specified purpose and therefore not available for use in our operations. The escrow accounts are administered by an intermediary. Cash restricted pursuant to like-kind exchange agreements remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. Restricted cash is included with cash and cash equivalents in the accompanying Consolidated Statements of Cash Flows.
ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable from customers result from our extending credit to trade customers for the purchase of our products. The terms generally provide for payment within 30 days of being invoiced. On occasion, when necessary to conform to regional industry practices, we sell product under extended payment terms, which may result in either secured or unsecured short-term notes; or, on occasion, notes with durations of less than one year are taken in settlement of existing accounts receivable. Other accounts and notes receivable result from short-term transactions (less than one year) other than the sale of our products, such as interest receivable; insurance claims; freight claims; tax refund claims; bid deposits or rents receivable. As of December 31, 2017, income tax receivables of $106,980,000 are included in other accounts and notes receivable in the accompanying Consolidated Balance Sheet. There were similar receivables of $10,201,000 as of December 31, 2016.
Receivables are aged and appropriate allowances for doubtful accounts and bad debt expense are recorded. Bad debt expense (net recoveries) for the years ended December 31 was as follows: 2017 — $812,000, 2016 — $(1,190,000) and 2015 — $1,450,000. Write-offs of accounts receivables for the years ended December 31 were as follows: 2017 — $1,384,000, 2016 — $1,544,000 and 2015 — $1,483,000. The bad debt recovery in 2016 relates to the collection of previously reserved receivables primarily attributable to the 2014 sale of our Florida area concrete and cement businesses.
INVENTORIES
Inventories and supplies are stated at the lower of cost or net realizable value. We use the last-in, first-out (LIFO) method of valuation for most of our inventories because it results in a better matching of costs with revenues. Such costs include fuel, parts and supplies, raw materials, direct labor and production overhead. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on our estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. Substantially all operating supplies inventory is carried at average cost. For additional information about our inventories see Note 3.
PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment are carried at cost less accumulated depreciation, depletion and amortization. The cost of properties held under capital leases, if any, is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease.
Capitalized software costs of $4,446,000 and $4,732,000 are reflected in net property, plant & equipment as of December 31, 2017 and 2016, respectively. We capitalized software costs for the years ended December 31 as follows: 2017 — $1,988,000, 2016 — $152,000 and 2015 — $1,482,000.
For additional information about our property, plant & equipment see Note 4.
REPAIR AND MAINTENANCE
Repair and maintenance costs generally are charged to operating expense as incurred. Renewals and betterments that add materially to the utility or useful lives of property, plant & equipment are capitalized and subsequently depreciated. Actual costs for planned major maintenance activities, related primarily to periodic overhauls on our oceangoing vessels, are capitalized and amortized to the next overhaul.
DEPRECIATION, DEPLETION, ACCRETION AND AMORTIZATION
Depreciation is generally computed by the straight-line method at rates based on the estimated service lives of the various classes of assets, which include machinery and equipment (3 to 35 years), buildings (7 to 20 years) and land improvements (8 to 20 years). Capitalized software costs are included in machinery and equipment and are depreciated on a straight-line basis beginning when the software project is substantially complete.
Cost depletion on depletable land is computed by the unit-of-sales method based on estimated recoverable units.
Accretion reflects the period-to-period increase in the carrying amount of the liability for asset retirement obligations. It is computed using the same credit-adjusted, risk-free rate used to initially measure the liability at fair value.
Leaseholds are amortized over varying periods not in excess of applicable lease terms or estimated useful lives.
Amortization of intangible assets subject to amortization is computed based on the estimated life of the intangible assets.
A significant portion of our intangible assets is contractual rights in place associated with zoning, permitting and other rights to access and extract aggregates reserves. Contractual rights in place associated with aggregates reserves are amortized using the unit-of-sales method based on estimated recoverable units. Other intangible assets are amortized principally by the straight-line method.
Depreciation, depletion, accretion and amortization expense for the years ended December 31 is outlined below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Depreciation, Depletion, Accretion and Amortization |
||||||||
Depreciation |
$ 250,835 |
$ 238,237 |
$ 228,866 |
|||||
Depletion |
19,342 | 17,812 | 18,177 | |||||
Accretion |
11,415 | 11,059 | 11,474 | |||||
Amortization of leaseholds |
608 | 267 | 688 | |||||
Amortization of intangibles |
23,765 | 17,565 | 15,618 | |||||
Total |
$ 305,965 |
$ 284,940 |
$ 274,823 |
DERIVATIVE INSTRUMENTS
We periodically use derivative instruments to manage our mix of fixed-rate and floating-rate debt and to manage our exposure to currency exchange risk or price fluctuations on commodity energy sources consistent with our risk management policies. We do not use derivative financial instruments for speculative or trading purposes. Additional disclosures about our derivative instruments are presented in Note 5.
FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Inputs that are derived principally from or corroborated by observable market data
Level 3: Inputs that are unobservable and significant to the overall fair value measurement
Our assets at December 31 subject to fair value measurement on a recurring basis are summarized below:
|
|||||||
|
Level 1 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Mutual funds |
$ 20,348 |
$ 6,883 |
|||||
Equities |
0 | 10,033 | |||||
Total |
$ 20,348 |
$ 16,916 |
|
|||||||
|
Level 2 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Money market mutual fund |
$ 1,203 |
$ 1,705 |
|||||
Total |
$ 1,203 |
$ 1,705 |
We have two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds and equity securities for which quoted prices in active markets are available. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (short-term, highly liquid assets in commercial paper, short-term bonds and certificates of deposit).
Net gains (losses) of the Rabbi Trusts’ investments were $2,441,000, $2,741,000 and $(1,517,000) for the years ended December 31, 2017, 2016 and 2015, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at December 31, 2017, 2016 and 2015 were $(3,618,000), $1,599,000 and $(1,769,000), respectively.
The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 5 and 6, respectively.
Assets subject to fair value measurement on a nonrecurring basis in 2017 and 2016 are summarized below:
|
|||||||||||||
|
Year ending December 31, 2017 |
Year ending December 31, 2016 |
|||||||||||
|
Impairment |
Impairment |
|||||||||||
in thousands |
Level 2 |
Charges |
Level 2 |
Charges |
|||||||||
Fair Value Nonrecurring |
|||||||||||||
Property, plant & equipment |
$ 0 |
$ 0 |
$ 0 |
$ 1,359 |
|||||||||
Other intangible assets, net |
0 | 0 | 0 | 8,180 | |||||||||
Other assets |
0 | 0 | 0 | 967 | |||||||||
Totals |
$ 0 |
$ 0 |
$ 0 |
$ 10,506 |
We recorded $10,506,000 of losses on impairment of long-lived assets in 2016 reducing the carrying value of these Aggregates segment assets to their estimated fair values of $0. Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).
GOODWILL IMPAIRMENT
Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Goodwill impairment exists when the fair value of a reporting unit is less than its carrying amount. As of December 31, 2017, goodwill totaled $3,122,321,000, as compared to $3,094,824,000 at December 31, 2016. Goodwill represents 33% of total assets at December 31, 2017 compared to 37% at December 31, 2016.
Goodwill is tested for impairment annually, as of November 1, or more frequently whenever events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level, one level below our operating segments. We have four operating segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Within these four operating segments, we have identified 17 reporting units (of which 9 carry goodwill) based primarily on geographic location. We have the option of either assessing qualitative factors to determine whether it is more likely than not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to a quantitative test. We elected to perform the quantitative impairment test for all years presented.
The quantitative impairment test compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value exceeds its carrying value, the goodwill of the reporting unit is not considered impaired. However, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to that excess.
The results of the annual impairment tests performed as of November 1, 2017, 2016 and 2015 indicated that the fair values of all reporting units with goodwill substantially exceeded their carrying values. Accordingly, there were no charges for goodwill impairment in the years ended December 31, 2017, 2016 or 2015.
We estimate the fair values of the reporting units using both an income approach (which involves discounting estimated future cash flows) and a market approach (which involves the application of revenue and EBITDA multiples of comparable companies). Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty and actual results may differ. Changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or underperformance relative to historical or projected operating results, could result in a significantly different estimate of the fair value of our reporting units, which could result in an impairment charge in the future.
For additional information about goodwill see Note 18.
IMPAIRMENT OF LONG-LIVED ASSETS EXCLUDING GOODWILL
We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances indicate that the carrying value may not be recoverable. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value. Fair value is determined primarily by using a discounted cash flow methodology that requires considerable judgment and assumptions. Our estimate of net future cash flows is based on historical experience and assumptions of future trends, which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.
We test long-lived assets for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. As a result, our long-lived asset impairment test is at a significantly lower level than the level at which we test goodwill for impairment. In markets where we do not produce downstream products (e.g., asphalt mix and ready-mixed concrete), the lowest level of largely independent identifiable cash flows is at the individual aggregates operation or a group of aggregates operations collectively serving a local market. Conversely, in vertically integrated markets, the cash flows of our downstream and upstream businesses are not largely independently identifiable as the selling price of the upstream products (aggregates) determines the profitability of the downstream business.
As of December 31, 2017, net property, plant & equipment represents 41% of total assets, while net other intangible assets represents 11% of total assets. During 2017, we recorded no loss on impairment of long-lived assets. During 2016, we recorded a $10,506,000 loss on impairment of long-lived assets resulting from the termination of a nonstrategic aggregates lease and the write off of nonrecoverable project costs related to two Aggregates segment capital projects that we no longer intend to complete. During 2015, we recorded a $5,190,000 impairment loss related to exiting a lease for an aggregates site.
For additional information about long-lived assets and intangible assets see Notes 4 and 18.
TOTAL REVENUES AND REVENUE RECOGNITION
Total revenues include sales of product and services to customers, net of any discounts and taxes, and freight and delivery revenues billed to customers. Freight and delivery generally represent pass-through transportation we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers. The cost related to freight and delivery is included in cost of revenues.
Revenue for product sales is recognized at the time the selling price is fixed, the product's title is transferred to the buyer and collectibility of the sales proceeds is reasonably assured (typically occurs when finished products are shipped to the customer).
SALES TAXES
Sales taxes collected from customers are recorded as liabilities (within other current liabilities) until remitted to taxing authorities and therefore, are not reflected in the Consolidated Statements of Comprehensive Income.
DEFERRED REVENUE
In 2013 and 2012, we sold a percentage interest in future production structured as volumetric production payments (VPPs).
The VPPs:
§ |
provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future production from aggregates reserves |
§ |
are both time and volume limited |
§ |
contain no minimum annual or cumulative production or sales volume, nor minimum sales price |
Our consolidated total revenues excludes the sales of aggregates owned by the VPP purchaser.
We received net cash proceeds from the sale of the VPPs of $226,926,000. These proceeds were recorded as deferred revenue on the balance sheet and are amortized to revenue on a unit-of-sales basis over the terms of the VPPs (expected to be approximately 25 years, limited by volume rather than time).
Reconciliation of the deferred revenue balances (current and noncurrent) is as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Deferred Revenue |
||||||||
Balance at beginning of year |
$ 206,468 |
$ 214,060 |
$ 219,968 |
|||||
Amortization of deferred revenue |
(6,912) | (7,592) | (5,908) | |||||
Balance at end of year |
$ 199,556 |
$ 206,468 |
$ 214,060 |
Based on expected sales from the specified quarries, we expect to recognize $8,080,000 of deferred revenue as income in 2018 (reflected in other current liabilities in our 2017 Consolidated Balance Sheet).
STRIPPING COSTS
In the mining industry, the costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs.
Stripping costs incurred during the production phase are considered costs of extracted minerals under our inventory costing system, inventoried, and recognized in cost of sales in the same period as the revenue from the sale of the inventory. The production stage is deemed to begin when the activities, including removal of overburden and waste material that may contain incidental saleable material, required to access the saleable product are complete. Stripping costs considered as production costs and included in the costs of inventory produced were $65,944,000 in 2017, $55,987,000 in 2016 and $50,409,000 in 2015.
Conversely, stripping costs incurred during the development stage of a mine (pre-production stripping) are excluded from our inventory cost. Pre-production stripping costs are capitalized and reported within other noncurrent assets in our accompanying Consolidated Balance Sheets. Capitalized pre-production stripping costs are expensed over the productive life of the mine using the unit-of-sales method. Pre-production stripping costs included in other noncurrent assets were $81,241,000 as of December 31, 2017 and $70,227,000 as of December 31, 2016. This year-over-year increase resulted primarily from the removal of overburden at a greenfield site in California.
SHARE-BASED COMPENSATION
We account for share-based compensation awards using fair-value-based measurement methods. These result in the recognition of compensation expense for all share-based compensation awards based on their fair value as of the grant date. Compensation cost is recognized over the requisite service period.
A summary of the estimated future compensation cost (unrecognized compensation expense) as of December 31, 2017 related to share-based awards granted to employees under our long-term incentive plans is presented below:
|
||||||
|
Unrecognized |
Expected |
||||
|
Compensation |
Weighted-average |
||||
dollars in thousands |
Expense |
Recognition (Years) |
||||
Share-based Compensation |
||||||
SOSARs 1 |
$ 4,623 |
1.5 | ||||
Performance shares |
18,424 | 1.8 | ||||
Restricted shares |
5,244 | 2.6 | ||||
Total/weighted-average |
$ 28,291 |
1.9 |
1 |
Stock-Only Stock Appreciation Rights (SOSARs) |
Pretax compensation expense related to our employee share-based compensation awards and related income tax benefits for the years ended December 31 are summarized below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Employee Share-based Compensation Awards |
||||||||
Pretax compensation expense |
$ 24,367 |
$ 17,823 |
$ 16,362 |
|||||
Income tax benefits |
6,226 | 6,925 | 6,347 |
We receive an income tax deduction for share-based compensation equal to the excess of the market value of our common stock on the date of exercise or issuance over the exercise price. Tax benefits resulting from tax deductions in excess of the compensation cost recognized (excess tax benefits) are reflected as discrete income tax benefits in the period of exercise or issuance. Prior to our early adoption of Accounting Standards Update (ASU) 2016-09, “Improvement to Employee Share-Based Payment Accounting” in 2016, excess tax benefits were recorded directly to equity (APIC). For 2017 and 2016, net excess tax benefits of $22,962,000 (federal $20,740,000 and state $2,222,000) and $24,847,000 (federal $22,443,000 and state $2,404,000), respectively, were recorded as reductions to our income tax expense (see Note 9) and were reflected as operating cash flows. For 2015, net excess tax benefits of $18,115,000 were recorded directly to APIC and gross excess tax benefits of $18,376,000 were reflected as financing cash flows.
For additional information about share-based compensation, see Note 11 under the caption Share-based Compensation Plans.
RECLAMATION COSTS
Reclamation costs resulting from normal use of long-lived assets are recognized over the period the asset is in use when there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from normal use under a mineral lease are recognized over the lease term when there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.
To determine the fair value of the obligation, we estimate the cost (including a reasonable profit margin) for a third party to perform the legally required reclamation tasks. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is discounted to fair value using present value techniques with a credit-adjusted, risk-free rate commensurate with the estimated years to settlement.
In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.
We review reclamation obligations at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment of an existing mineral lease. Examples of events that would trigger a change in the estimated settlement date include the acquisition of additional reserves or the closure of a facility.
The carrying value of these obligations was $218,117,000 as of December 31, 2017 and $223,872,000 as of December 31, 2016. For additional information about reclamation obligations (referred to in our financial statements as asset retirement obligations) see Note 17.
PENSION AND OTHER POSTRETIREMENT BENEFITS
Accounting for pension and postretirement benefits requires that we make significant assumptions about the valuation of benefit obligations and the performance of plan assets. The primary assumptions are as follows:
§ |
Discount Rate — The discount rate is used in calculating the present value of projected benefit payments |
§ |
Expected Return on Plan Assets — The expected future return on plan assets reduces the recorded net benefit costs |
§ |
Rate of Compensation Increase — Annual pay increases after 2015 will not increase our pension plan obligations as a result of a 2013 plan amendment |
§ |
Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits — Increases in the per capita cost after 2015 will not increase our postretirement medical benefits obligation as a result of a 2012 plan amendment |
Accounting standards provide for the delayed recognition of differences between actual results and expected or estimated results. This delayed recognition of actual results allows for a smoothed recognition in earnings of changes in benefit obligations and asset performance. The differences between actual results and expected or estimated results are recognized in full in other comprehensive income. Amounts recognized in other comprehensive income are reclassified to earnings in a systematic manner over the average remaining service period of participants for our active plans or the average remaining lifetime of participants for our inactive plans.
For additional information about pension and other postretirement benefits see Note 10.
ENVIRONMENTAL COMPLIANCE
Our environmental compliance costs are undiscounted and include the cost of ongoing monitoring programs, the cost of remediation efforts and other similar costs. We accrue costs for environmental assessment and remediation efforts when we determine that a liability is probable and we can reasonably estimate the cost. At the early stages of a remediation effort, environmental remediation liabilities are not easily quantified due to the uncertainties of various factors. The range of an estimated remediation liability is defined and redefined as events in the remediation effort occur, but generally liabilities are recognized no later than completion of the remedial feasibility study.
When we can estimate a range of probable loss, we accrue the most likely amount. If no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. As of December 31, 2017, the spread between the amount accrued and the maximum loss in the range for all sites for which a range can be reasonably estimated was $3,105,000 — this amount does not represent our maximum exposure to loss for all environmental remediation obligations as it excludes those sites for which a range of loss cannot be reasonably estimated at this time. Accrual amounts may be based on technical cost estimations or the professional judgment of experienced environmental managers. Our Safety, Health and Environmental Affairs Management Committee routinely reviews cost estimates and key assumptions in response to new information, such as the kinds and quantities of hazardous substances, available technologies and changes to the parties participating in the remediation efforts. However, a number of factors, including adverse agency rulings and encountering unanticipated conditions as remediation efforts progress, may cause actual results to differ materially from accrued costs.
For additional information about environmental compliance costs see Note 8.
CLAIMS AND LITIGATION INCLUDING SELF-INSURANCE
We are involved with claims and litigation, including items covered under our self-insurance program. We are self-insured for losses related to workers' compensation up to $2,000,000 per occurrence and automotive and general/product liability up to $3,000,000 per occurrence. We have excess coverage on a per occurrence basis beyond these retention levels.
Under our self-insurance program, we aggregate certain claims and litigation costs that are reasonably predictable based on our historical loss experience and accrue losses, including future legal defense costs, based on actuarial studies. Certain claims and litigation costs, due to their unique nature, are not included in our actuarial studies. We use both internal and outside legal counsel to assess the probability of loss, and establish an accrual when the claims and litigation represent a probable loss and the cost can be reasonably estimated. For matters not included in our actuarial studies, legal defense costs are accrued when incurred. The following table outlines our self-insurance program at December 31:
|
|||||
dollars in thousands |
2017 | 2016 | |||
Self-insurance Program |
|||||
Self-insured liabilities (undiscounted) |
$ 58,216 |
$ 49,310 |
|||
Insured liabilities (undiscounted) |
7,892 | 72,644 | |||
Discount rate |
1.93% | 1.40% | |||
Amounts Recognized in Consolidated |
|||||
Balance Sheets |
|||||
Other accounts and notes receivable |
$ 6,158 |
$ 67,631 |
|||
Investments and long-term receivables |
7,246 | 16,133 | |||
Other current liabilities |
(20,036) | (69,549) | |||
Other noncurrent liabilities |
(41,792) | (49,074) | |||
Net liabilities (discounted) |
$ (48,424) |
$ (34,859) |
The decrease in liabilities and offsetting decrease in receivables as noted above are due primarily to the settlement, funded by our insurer, of a litigation matter related to our former Chemicals business as discussed in Note 12.
Estimated payments (undiscounted and excluding the impact of related receivables) under our self-insurance program for the five years subsequent to December 31, 2017 are as follows:
|
||
in thousands |
||
Estimated Payments under Self-insurance Program |
||
2018 |
$ 22,697 |
|
2019 |
11,874 | |
2020 |
7,856 | |
2021 |
4,709 | |
2022 |
3,088 |
Significant judgment is used in determining the timing and amount of the accruals for probable losses and the actual liability could differ materially from the accrued amounts.
INCOME TAXES
We file federal, state and foreign income tax returns and account for the current and deferred tax effects of such returns using the asset and liability method. We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the book basis and tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns.
Significant judgments and estimates are required in determining our deferred tax assets and liabilities. These estimates are updated throughout the year to consider income tax return filings, our geographic mix of earnings, legislative changes and other relevant items. We are required to account for the effects of changes in income tax rates on deferred tax balances in the period in which the legislation is enacted. The impact of the Tax Cuts and Jobs Act is presented in Note 9.
Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized. A summary of our deferred tax assets is included in Note 9.
U.S. income taxes are not provided on foreign earnings when such earnings are indefinitely reinvested offshore. At least annually, we evaluate our investment strategies for each foreign tax jurisdiction in which we operate to determine whether foreign earnings will be indefinitely reinvested offshore.
We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax position. Our liability for unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation.
The years open to tax examinations vary by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.
We consider a tax position to be resolved at the earlier of the issue being “effectively settled,” settlement of an examination, or the expiration of the statute of limitations. Upon resolution of a tax position, any liability for unrecognized tax benefits will be released.
Our liability for unrecognized tax benefits is generally presented as noncurrent. However, if we anticipate paying cash within one year to settle an uncertain tax position, the liability is presented as current. We classify interest and penalties associated with our liability for unrecognized tax benefits as income tax expense.
Our largest permanent item in computing both our taxable income and effective tax rate is the deduction allowed for statutory depletion. The impact of statutory depletion on the effective tax rate is presented in Note 9. The deduction for statutory depletion does not necessarily change proportionately to changes in pretax earnings.
COMPREHENSIVE INCOME
We report comprehensive income in our Consolidated Statements of Comprehensive Income and Consolidated Statements of Equity. Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). OCI includes fair value adjustments to cash flow hedges, actuarial gains or losses and prior service costs related to pension and postretirement benefit plans.
For additional information about comprehensive income see Note 14.
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Antidilutive common stock equivalents |
79 | 97 | 544 |
RECLASSIFICATIONS
Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2017 presentation. Refer to Accounting Standards Recently Adopted (Cash Flow Classification, immediately below) for the impact of reclassifying restricted cash on our Statement of Cash Flows.
EARNINGS PER SHARE (EPS)
Earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS), as set forth below:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Weighted-average common shares outstanding |
132,513 | 133,205 | 133,210 | |||||
Dilutive effect of |
||||||||
SOSARs |
1,295 | 1,339 | 1,027 | |||||
Other stock compensation plans |
1,070 | 1,246 | 856 | |||||
Weighted-average common shares outstanding, |
||||||||
assuming dilution |
134,878 | 135,790 | 135,093 |
All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded.
Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price for the years ended December 31 is as follows:
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Antidilutive common stock equivalents |
79 | 97 | 544 |
NEW ACCOUNTING STANDARDS
ACCOUNTING STANDARDS RECENTLY ADOPTED
CASH FLOW CLASSIFICATION During the fourth quarter, we early adopted Accounting Standards Update (ASU) 2016-15, “Classification of Certain Cash Receipts and Cash Payments” and ASU 2016-18, “Restricted Cash.” These ASUs add or clarify guidance on eight specific cash flow issues in addition to providing guidance on the presentation of restricted cash in statements of cash flows. The impact to us is limited to the presentation of restricted cash. Restricted cash is now presented in the accompanying Consolidated Statements of Cash Flows as a component of cash and cash equivalents and restricted cash rather than as an investing activity. For the years presented, net cash used for investing activities increased (decreased) as a result of this ASU as follows: 2017 — $4,033,000, 2016 — $(7,883,000) and 2015 — $(1,150,000).
HEDGE ACCOUNTING During the fourth quarter of 2017, we early adopted ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU simplifies certain aspects of hedge accounting and improves disclosures of hedging arrangements through the elimination of the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The adoption of this standard had no material impact on our consolidated financial statements.
GOODWILL IMPAIRMENT TESTING During the fourth quarter of 2017, we early adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill (Step 2) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. We early adopted this standard as of our November 1, 2017 annual impairment test. As the fair value of all our reporting units substantially exceeded their carrying values, the adoption of this standard had no impact on our consolidated financial statements.
MODIFICATION ACCOUNTING FOR SHARE-BASED COMPENSATION During the second quarter of 2017, we early adopted ASU 2017-09, “Scope of Modification Accounting.” The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which modification accounting is applied. Specifically, modification accounting is not applied if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. We applied this ASU on a prospective basis to awards modified on or after the adoption date. The adoption of this standard had no impact on our consolidated financial statements.
INVENTORY MEASUREMENT During the first quarter of 2017, we adopted ASU 2015-11, “Simplifying the Measurement of Inventory.” This ASU prospectively changed the measurement principle for inventory from the lower of cost or market principle to the lower of cost and net realizable value principle. The guidance applied to inventories measured by the first-in, first-out (FIFO) or average cost method, but did not apply to inventories measured by the last-in, first-out (LIFO) or retail inventory method. We used the LIFO method for approximately 66% of our inventory (based on the December 31, 2016 balances); therefore, this ASU did not apply to the majority of our inventory. The adoption of this standard had no material impact on our consolidated financial statements.
DEFINITION OF A BUSINESS During the first quarter of 2017, we early adopted ASU 2017-01, “Clarifying the Definition of a Business.” This ASU changed the definition of a business for, among other purposes, determining whether to account for a transaction as an asset acquisition or a business combination. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, it is not a business combination. If it is not met, the entity then evaluates whether the acquired assets and activities meet the requirements that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This change in definition did not impact any of our transactions during 2017.
ACCOUNTING STANDARDS PENDING ADOPTION
PRESENTATION OF NET PERIODIC BENEFIT PLANS In March 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which changes the presentation of the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs. The other components of net benefit cost will be included in nonoperating expense. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Retrospective application of the change in income statement presentation is required. A practical expedient is provided that permits entities to use the components of cost disclosed in prior years as a basis for the retrospective application of the new income statement presentation. We will adopt ASU 2017-07 in the first quarter of 2018. The adoption of this standard will not have a material impact on our consolidated financial statements; the other components of net benefit cost (credit) were as follows: 2017 — $(8,102,000), 2016 — $(13,715,000) and 2015 — $11,339,000.
INTRA-ENTITY ASSET TRANSFERS In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” which requires the tax effects of intercompany transactions other than inventory to be recognized currently. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
CREDIT LOSSES In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
LEASE ACCOUNTING In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required. We will adopt this standard in the first quarter of 2019. While we expect the adoption of this standard to have a material effect on our consolidated financial statements and related disclosures, we have yet to quantify the effect.
CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain aspects of current guidance on the recognition, measurement and disclosure of financial instruments. Among other changes, this ASU requires most equity investments be measured at fair value. Additionally, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for instruments not recognized at fair value in our financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
REVENUE RECOGNITION In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This ASU provides a more robust framework for addressing revenue issues and expands required revenue recognition disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Further, in applying this ASU an entity is permitted to use either the full retrospective or cumulative effect transition approach. We expect to identify similar performance obligations under ASU 2014-09 compared with the deliverables and separate units of account we have identified under existing accounting standards. As a result, we expect the timing of our revenues to remain generally the same. We will adopt this standard in the first quarter of 2018 using the cumulative effect transition approach.
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Depreciation, Depletion, Accretion and Amortization |
||||||||
Depreciation |
$ 250,835 |
$ 238,237 |
$ 228,866 |
|||||
Depletion |
19,342 | 17,812 | 18,177 | |||||
Accretion |
11,415 | 11,059 | 11,474 | |||||
Amortization of leaseholds |
608 | 267 | 688 | |||||
Amortization of intangibles |
23,765 | 17,565 | 15,618 | |||||
Total |
$ 305,965 |
$ 284,940 |
$ 274,823 |
|
|||||||
|
Level 1 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Mutual funds |
$ 20,348 |
$ 6,883 |
|||||
Equities |
0 | 10,033 | |||||
Total |
$ 20,348 |
$ 16,916 |
|
|||||||
|
Level 2 Fair Value |
||||||
in thousands |
2017 | 2016 | |||||
Fair Value Recurring |
|||||||
Rabbi Trust |
|||||||
Money market mutual fund |
$ 1,203 |
$ 1,705 |
|||||
Total |
$ 1,203 |
$ 1,705 |
|
|||||||||||||
|
Year ending December 31, 2017 |
Year ending December 31, 2016 |
|||||||||||
|
Impairment |
Impairment |
|||||||||||
in thousands |
Level 2 |
Charges |
Level 2 |
Charges |
|||||||||
Fair Value Nonrecurring |
|||||||||||||
Property, plant & equipment |
$ 0 |
$ 0 |
$ 0 |
$ 1,359 |
|||||||||
Other intangible assets, net |
0 | 0 | 0 | 8,180 | |||||||||
Other assets |
0 | 0 | 0 | 967 | |||||||||
Totals |
$ 0 |
$ 0 |
$ 0 |
$ 10,506 |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Deferred Revenue |
||||||||
Balance at beginning of year |
$ 206,468 |
$ 214,060 |
$ 219,968 |
|||||
Amortization of deferred revenue |
(6,912) | (7,592) | (5,908) | |||||
Balance at end of year |
$ 199,556 |
$ 206,468 |
$ 214,060 |
|
||||||
|
Unrecognized |
Expected |
||||
|
Compensation |
Weighted-average |
||||
dollars in thousands |
Expense |
Recognition (Years) |
||||
Share-based Compensation |
||||||
SOSARs 1 |
$ 4,623 |
1.5 | ||||
Performance shares |
18,424 | 1.8 | ||||
Restricted shares |
5,244 | 2.6 | ||||
Total/weighted-average |
$ 28,291 |
1.9 |
1 |
Stock-Only Stock Appreciation Rights (SOSARs) |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Employee Share-based Compensation Awards |
||||||||
Pretax compensation expense |
$ 24,367 |
$ 17,823 |
$ 16,362 |
|||||
Income tax benefits |
6,226 | 6,925 | 6,347 |
|
|||||
dollars in thousands |
2017 | 2016 | |||
Self-insurance Program |
|||||
Self-insured liabilities (undiscounted) |
$ 58,216 |
$ 49,310 |
|||
Insured liabilities (undiscounted) |
7,892 | 72,644 | |||
Discount rate |
1.93% | 1.40% | |||
Amounts Recognized in Consolidated |
|||||
Balance Sheets |
|||||
Other accounts and notes receivable |
$ 6,158 |
$ 67,631 |
|||
Investments and long-term receivables |
7,246 | 16,133 | |||
Other current liabilities |
(20,036) | (69,549) | |||
Other noncurrent liabilities |
(41,792) | (49,074) | |||
Net liabilities (discounted) |
$ (48,424) |
$ (34,859) |
|
||
in thousands |
||
Estimated Payments under Self-insurance Program |
||
2018 |
$ 22,697 |
|
2019 |
11,874 | |
2020 |
7,856 | |
2021 |
4,709 | |
2022 |
3,088 |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Weighted-average common shares outstanding |
132,513 | 133,205 | 133,210 | |||||
Dilutive effect of |
||||||||
SOSARs |
1,295 | 1,339 | 1,027 | |||||
Other stock compensation plans |
1,070 | 1,246 | 856 | |||||
Weighted-average common shares outstanding, |
||||||||
assuming dilution |
134,878 | 135,790 | 135,093 |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Antidilutive common stock equivalents |
79 | 97 | 544 |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Discontinued Operations |
||||||||
Pretax earnings (loss) |
$ 12,959 |
$ (4,877) |
$ (19,326) |
|||||
Income tax (expense) benefit |
(5,165) | 1,962 | 7,589 | |||||
Earnings (loss) on discontinued operations, |
||||||||
net of tax |
$ 7,794 |
$ (2,915) |
$ (11,737) |
|
|
|||||||
in thousands |
2017 | 2016 | |||||
Inventories |
|||||||
Finished products 1 |
$ 327,711 |
$ 293,619 |
|||||
Raw materials |
27,152 | 22,648 | |||||
Products in process |
1,827 | 1,480 | |||||
Operating supplies and other |
27,648 | 27,869 | |||||
Total |
$ 384,338 |
$ 345,616 |
1 |
Includes inventories encumbered by volumetric production payments (see Note 1, caption Deferred Revenue), as follows: December 31, 2017 — $2,808 thousand and December 31, 2016 — $2,841 thousand. |
|
|
|||||||
in thousands |
2017 | 2016 | |||||
Property, Plant & Equipment |
|||||||
Land and land improvements 1 |
$ 2,742,285 |
$ 2,374,051 |
|||||
Buildings |
135,655 | 127,369 | |||||
Machinery and equipment |
4,740,212 | 4,316,243 | |||||
Leaseholds |
17,354 | 17,595 | |||||
Deferred asset retirement costs |
172,631 | 168,258 | |||||
Construction in progress |
161,175 | 182,302 | |||||
Total, gross |
$ 7,969,312 |
$ 7,185,818 |
|||||
Less allowances for depreciation, depletion |
|||||||
and amortization |
4,050,381 | 3,924,380 | |||||
Total, net |
$ 3,918,931 |
$ 3,261,438 |
1 |
Includes depletable land, as follows: December 31, 2017 — $1,606,303 thousand and December 31, 2016 — $1,327,402 thousand. |
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Capitalized interest cost |
$ 5,177 |
$ 7,468 |
$ 2,930 |
|||||||
Total interest cost incurred before recognition |
||||||||||
of the capitalized amount |
300,699 | 141,544 | 223,518 |
|
|
||||||||||||
in thousands |
Location on Statement |
2017 | 2016 | 2015 | ||||||||
Cash Flow Hedges |
||||||||||||
Loss reclassified from AOCI |
||||||||||||
(effective portion) |
Interest expense |
$ (3,070) |
$ (2,008) |
$ (9,759) |
|
||||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||||
Deferred Gain on Settlement |
||||||||||||
Amortized to earnings as a reduction to interest expense |
$ 0 |
$ 0 |
$ 3,036 |
|
|
||||||||||
|
Effective |
|||||||||
in thousands |
Interest Rates |
2017 | 2016 | |||||||
Short-term Debt |
||||||||||
Bank line of credit expires 2021 1, 2 |
n/a |
$ 0 |
$ 0 |
|||||||
Total short-term debt |
$ 0 |
$ 0 |
||||||||
Long-term Debt |
||||||||||
Bank line of credit expires 2021 1, 2 |
1.25% |
$ 250,000 |
$ 235,000 |
|||||||
Term loan due 2018 2, 3 |
2.96% | 350,000 | 0 | |||||||
7.00% notes due 2018 |
n/a |
0 | 272,512 | |||||||
10.375% notes due 2018 |
n/a |
0 | 250,000 | |||||||
Floating-rate notes due 2020 |
2.22% | 250,000 | 0 | |||||||
7.50% notes due 2021 |
7.75% | 35,111 | 600,000 | |||||||
8.85% notes due 2021 |
8.88% | 6,000 | 6,000 | |||||||
Term loan due 2021 2 |
2.75% | 250,000 | 0 | |||||||
4.50% notes due 2025 |
4.65% | 400,000 | 400,000 | |||||||
3.90% notes due 2027 |
4.00% | 400,000 | 0 | |||||||
7.15% notes due 2037 |
8.05% | 240,188 | 240,188 | |||||||
4.50% notes due 2047 |
4.59% | 700,000 | 0 | |||||||
Other notes 2 |
6.46% | 230 | 365 | |||||||
Total long-term debt - face value |
$ 2,881,529 |
$ 2,004,065 |
||||||||
Unamortized discounts and debt issuance costs |
(26,664) | (21,176) | ||||||||
Total long-term debt - book value |
$ 2,854,865 |
$ 1,982,889 |
||||||||
Less current maturities |
41,383 | 138 | ||||||||
Total long-term debt - reported value |
$ 2,813,482 |
$ 1,982,751 |
||||||||
Estimated fair value of long-term debt |
$ 2,983,419 |
$ 2,243,213 |
1 |
Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt otherwise. |
2 |
Non-publicly traded debt. |
3 |
This short-term loan was refinanced on a long-term basis in February 2018 as discussed below. |
|
||||||||||
in thousands |
Total |
Principal |
Interest |
|||||||
Debt Payments (excluding the line of credit) |
||||||||||
2018 |
$ 493,801 |
$ 391,383 |
$ 102,418 |
|||||||
2019 |
111,068 | 12,523 | 98,545 | |||||||
2020 |
363,480 | 268,775 | 94,705 | |||||||
2021 |
308,537 | 218,526 | 90,011 | |||||||
2022 |
82,309 | 28 | 82,281 |
|
|||||
in thousands |
|||||
Standby Letters of Credit |
|||||
Risk management insurance |
$ 38,111 |
||||
Reclamation/restoration requirements |
5,128 | ||||
Total |
$ 43,239 |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Operating Leases |
||||||||
Minimum rentals |
$ 59,536 |
$ 52,713 |
$ 49,461 |
|||||
Contingent rentals (based principally on usage) |
50,822 | 57,278 | 60,380 | |||||
Total |
$ 110,358 |
$ 109,991 |
$ 109,841 |
|
||
in thousands |
||
Future Minimum Operating Lease Payments |
||
2018 |
$ 36,358 |
|
2019 |
33,986 | |
2020 |
30,888 | |
2021 |
27,331 | |
2022 |
20,880 | |
Thereafter |
106,351 | |
Total |
$ 255,794 |
|
|
|||||
in thousands |
2017 | 2016 | |||
Accrued Environmental Remediation Costs |
|||||
Continuing operations |
$ 21,784 |
$ 9,136 |
|||
Retained from former Chemicals business |
10,704 | 10,716 | |||
Total |
$ 32,488 |
$ 19,852 |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Earnings from Continuing Operations |
||||||||
before Income Taxes |
||||||||
Domestic |
$ 346,668 |
$ 513,721 |
$ 293,547 |
|||||
Foreign |
14,648 | 33,536 | 34,310 | |||||
Total |
$ 361,316 |
$ 547,257 |
$ 327,857 |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Income Tax Expense (Benefit) from |
||||||||
Continuing Operations |
||||||||
Current |
||||||||
Federal |
$ (7,416) |
$ 72,506 |
$ 67,521 |
|||||
State and local |
4,661 | 14,774 | 14,035 | |||||
Foreign |
3,109 | 6,974 | 7,784 | |||||
Total |
$ 354 |
$ 94,254 |
$ 89,340 |
|||||
Deferred |
||||||||
Federal |
$ (202,184) |
$ 37,246 |
$ 11,192 |
|||||
State and local |
(30,052) | (6,647) | (4,888) | |||||
Foreign |
(193) | (2) | (701) | |||||
Total |
$ (232,429) |
$ 30,597 |
$ 5,603 |
|||||
Total expense (benefit) |
$ (232,075) |
$ 124,851 |
$ 94,943 |
|
|||||||||||
dollars in thousands |
2017 | 2016 | 2015 | ||||||||
Income tax expense at the federal |
|||||||||||
statutory tax rate of 35% |
$ 126,461 |
35.0% |
$ 191,540 |
35.0% |
$ 114,750 |
35.0% | |||||
Expense (Benefit) from |
|||||||||||
Income Tax Differences |
|||||||||||
Statutory depletion |
(28,995) |
-8.0% |
(32,230) |
-5.9% |
(27,702) |
-8.4% |
|||||
State and local income taxes, net of federal |
|||||||||||
income tax benefit |
8,115 | 2.2% | 10,074 | 1.9% | 10,600 | 3.2% | |||||
U.S. production deduction |
2,452 | 0.7% | (8,790) |
-1.6% |
(5,099) |
-1.6% |
|||||
Foreign tax credit carryforward |
0 | 0.0% | (6,513) |
-1.2% |
6,486 | 2.0% | |||||
Share-based compensation 1 |
(20,740) |
-5.7% |
(22,443) |
-4.1% |
0 | 0.0% | |||||
Permanently reinvested foreign earnings |
(2,211) |
-0.6% |
(4,578) |
-0.8% |
(6,396) |
-2.0% |
|||||
Foreign repatriation |
12,301 | 3.4% | 0 | 0.0% | 0 | 0.0% | |||||
Revaluation - deferred tax balances |
(301,567) |
-83.5% |
0 | 0.0% | 0 | 0.0% | |||||
Al NOL valuation allowance release |
(28,827) |
-8.0% |
(4,791) |
-0.9% |
(4,655) |
-1.4% |
|||||
Other, net |
936 | 0.3% | 2,582 | 0.4% | 6,959 | 2.2% | |||||
Total income tax expense (benefit)/ |
|||||||||||
Effective tax rate |
$ (232,075) |
-64.2% |
$ 124,851 |
22.8% |
$ 94,943 |
29.0% |
1 |
As discussed in Note 1 (under the caption Share-based Compensation), we early adopted ASU 2016-09 as of December 31, 2016. |
|
|||||
in thousands |
2017 | 2016 | |||
Deferred Tax Assets Related to |
|||||
Employee benefits |
$ 29,547 |
$ 85,123 |
|||
Asset retirement obligations & other reserves |
47,116 | 63,617 | |||
Deferred compensation |
59,010 | 103,947 | |||
State net operating losses |
73,083 | 54,498 | |||
Federal credit carryforwards |
51,284 | 18,139 | |||
Other |
37,518 | 44,843 | |||
Total gross deferred tax assets |
$ 297,558 |
$ 370,167 |
|||
Valuation allowance |
(29,723) | (44,237) | |||
Total net deferred tax assets |
$ 267,835 |
$ 325,930 |
|||
Deferred Tax Liabilities Related to |
|||||
Property, plant & equipment |
$ 490,459 |
$ 664,763 |
|||
Goodwill/other intangible assets |
216,039 | 327,666 | |||
Other |
25,418 | 36,355 | |||
Total deferred tax liabilities |
$ 731,916 |
$ 1,028,784 |
|||
Net deferred tax liability |
$ 464,081 |
$ 702,854 |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Unrecognized tax benefits as of January 1 |
$ 10,828 |
$ 8,447 |
$ 7,057 |
|||||
Increases for tax positions related to |
||||||||
Prior years |
27 | 1,368 | 491 | |||||
Current year |
1,039 | 1,040 | 942 | |||||
Decreases for tax positions related to |
||||||||
Prior years |
(204) | 0 | 0 | |||||
Settlements with taxing authorities |
0 | 0 | 0 | |||||
Expiration of applicable statute of limitations |
(47) | (27) | (43) | |||||
Unrecognized tax benefits as of December 31 |
$ 11,643 |
$ 10,828 |
$ 8,447 |
|
|
|||||||
in thousands |
2017 | 2016 | |||||
Change in Benefit Obligation |
|||||||
Projected benefit obligation at beginning of year |
$ 1,006,674 |
$ 988,453 |
|||||
Service cost |
6,715 | 5,343 | |||||
Interest cost |
36,230 | 36,505 | |||||
Plan amendment 1 |
10,869 | 0 | |||||
Actuarial (gain) loss |
81,969 | 24,675 | |||||
Benefits paid |
(51,234) | (48,302) | |||||
Projected benefit obligation at end of year |
$ 1,091,223 |
$ 1,006,674 |
|||||
Change in Fair Value of Plan Assets |
|||||||
Fair value of assets at beginning of year |
$ 749,515 |
$ 745,686 |
|||||
Actual return on plan assets |
122,597 | 42,555 | |||||
Employer contribution |
20,023 | 9,576 | |||||
Benefits paid |
(51,234) | (48,302) | |||||
Fair value of assets at end of year |
$ 840,901 |
$ 749,515 |
|||||
Funded status |
(250,322) | (257,159) | |||||
Net amount recognized |
$ (250,322) |
$ (257,159) |
|||||
Amounts Recognized in the Consolidated |
|||||||
Balance Sheets |
|||||||
Noncurrent assets |
$ 4,605 |
$ 0 |
|||||
Current liabilities |
(9,478) | (9,375) | |||||
Noncurrent liabilities |
(245,449) | (247,784) | |||||
Net amount recognized |
$ (250,322) |
$ (257,159) |
|||||
Amounts Recognized in Accumulated |
|||||||
Other Comprehensive Income |
|||||||
Net actuarial loss |
$ 250,581 |
$ 250,099 |
|||||
Prior service cost (credit) |
9,167 | (361) | |||||
Total amount recognized |
$ 259,748 |
$ 249,738 |
|
||||||||||
dollars in thousands |
2017 | 2016 | 2015 | |||||||
Components of Net Periodic Pension |
||||||||||
Benefit Cost |
||||||||||
Service cost |
$ 6,715 |
$ 5,343 |
$ 4,851 |
|||||||
Interest cost |
36,230 | 36,505 | 44,065 | |||||||
Expected return on plan assets |
(48,506) | (51,562) | (54,736) | |||||||
Settlement charge |
0 | 0 | 2,031 | |||||||
Amortization of prior service cost (credit) |
1,340 | (43) | 48 | |||||||
Amortization of actuarial loss |
7,397 | 6,163 | 21,641 | |||||||
Net periodic pension benefit cost (credit) |
$ 3,176 |
$ (3,594) |
$ 17,900 |
|||||||
Changes in Plan Assets and Benefit |
||||||||||
Obligations Recognized in Other |
||||||||||
Comprehensive Income |
||||||||||
Net actuarial loss (gain) |
$ 7,879 |
$ 33,682 |
$ (3,615) |
|||||||
Prior service cost |
10,868 | 0 | 0 | |||||||
Reclassification of actuarial loss |
(7,397) | (6,163) | (23,672) | |||||||
Reclassification of prior service (cost) credit |
(1,340) | 43 | (48) | |||||||
Amount recognized in other comprehensive |
||||||||||
income |
$ 10,010 |
$ 27,562 |
$ (27,335) |
|||||||
Amount recognized in net periodic pension |
||||||||||
benefit cost and other comprehensive |
||||||||||
income |
$ 13,186 |
$ 23,968 |
$ (9,435) |
|||||||
Assumptions |
||||||||||
Weighted-average assumptions used to |
||||||||||
determine net periodic benefit cost for |
||||||||||
years ended December 31 |
||||||||||
Discount rate — PBO |
4.29% | 4.55% | 4.14% | |||||||
Discount rate — service cost |
4.63% | 4.68% | 4.14% | |||||||
Discount rate — interest cost |
3.63% | 3.79% | 4.14% | |||||||
Expected return on plan assets |
7.00% | 7.50% | 7.50% | |||||||
Weighted-average assumptions used to |
||||||||||
determine benefit obligation at |
||||||||||
December 31 |
||||||||||
Discount rate |
3.72% | 4.29% | 4.54% |
Fair Value Measurements at December 31, 2017
|
|||||||||||||
in thousands |
Level 1 1 |
Level 2 1 |
Level 3 1 |
Total |
|||||||||
Asset Category |
|||||||||||||
Debt securities |
$ 0 |
$ 178,512 |
$ 0 |
$ 178,512 |
|||||||||
Investment funds |
|||||||||||||
Commodity funds |
0 | 17,041 | 0 | 17,041 | |||||||||
Equity funds |
1,089 | 143,010 | 0 | 144,099 | |||||||||
Investments in the fair value hierarchy |
$ 1,089 |
$ 338,563 |
$ 0 |
$ 339,652 |
|||||||||
Interest in common/collective trusts (at NAV) |
416,397 | ||||||||||||
Venture capital and partnerships (at NAV) |
84,852 | ||||||||||||
Total pension plan assets |
$ 840,901 |
Fair Value Measurements at December 31, 2016
|
|||||||||||||
in thousands |
Level 1 1 |
Level 2 1 |
Level 3 1 |
Total |
|||||||||
Asset Category |
|||||||||||||
Debt securities |
$ 0 |
$ 162,894 |
$ 0 |
$ 162,894 |
|||||||||
Investment funds |
|||||||||||||
Commodity funds |
0 | 16,594 | 0 | 16,594 | |||||||||
Equity funds |
530 | 124,407 | 0 | 124,937 | |||||||||
Investments in the fair value hierarchy |
$ 530 |
$ 303,895 |
$ 0 |
$ 304,425 |
|||||||||
Interest in common/collective trusts (at NAV) |
358,345 | ||||||||||||
Venture capital and partnerships (at NAV) |
86,745 | ||||||||||||
Total pension plan assets |
$ 749,515 |
1 |
See Note 1 under the caption Fair Value Measurements for a description of the fair value hierarchy. |
|
||||
in thousands |
Pension |
|||
Employer Contributions |
||||
2015 |
$ 14,047 |
|||
2016 |
9,576 | |||
2017 |
20,023 | |||
2018 (estimated) |
109,477 |
|
||||
in thousands |
Pension |
|||
Estimated Future Benefit Payments |
||||
2018 |
$ 56,227 |
|||
2019 |
57,099 | |||
2020 |
58,382 | |||
2021 |
59,356 | |||
2022 |
60,948 | |||
2023-2027 |
309,844 |
|
|||||||
in thousands |
2017 | 2016 | |||||
Change in Benefit Obligation |
|||||||
Projected benefit obligation at beginning of year |
$ 45,546 |
$ 48,605 |
|||||
Service cost |
1,167 | 1,123 | |||||
Interest cost |
1,260 | 1,209 | |||||
Actuarial loss (gain) |
378 | (111) | |||||
Benefits paid |
(4,871) | (5,280) | |||||
Projected benefit obligation at end of year |
$ 43,480 |
$ 45,546 |
|||||
Change in Fair Value of Plan Assets |
|||||||
Fair value of assets at beginning of year |
$ 0 |
$ 0 |
|||||
Actual return on plan assets |
0 | 0 | |||||
Fair value of assets at end of year |
$ 0 |
$ 0 |
|||||
Funded status |
$ (43,480) |
$ (45,546) |
|||||
Net amount recognized |
$ (43,480) |
$ (45,546) |
|||||
Amounts Recognized in the Consolidated |
|||||||
Balance Sheets |
|||||||
Current liabilities |
$ (5,624) |
$ (6,013) |
|||||
Noncurrent liabilities |
(37,856) | (39,533) | |||||
Net amount recognized |
$ (43,480) |
$ (45,546) |
|||||
Amounts Recognized in Accumulated |
|||||||
Other Comprehensive Income |
|||||||
Net actuarial gain |
$ (20,757) |
$ (22,685) |
|||||
Prior service credit |
(15,456) | (19,692) | |||||
Total amount recognized |
$ (36,213) |
$ (42,377) |
|
||||||||||
dollars in thousands |
2017 | 2016 | 2015 | |||||||
Components of Net Periodic Postretirement |
||||||||||
Benefit Cost |
||||||||||
Service cost |
$ 1,167 |
$ 1,123 |
$ 1,894 |
|||||||
Interest cost |
1,260 | 1,209 | 2,485 | |||||||
Amortization of prior service credit |
(4,236) | (4,236) | (4,232) | |||||||
Amortization of actuarial (gain) loss |
(1,587) | (1,751) | 37 | |||||||
Net periodic postretirement benefit cost (credit) |
$ (3,396) |
$ (3,655) |
$ 184 |
|||||||
Changes in Plan Assets and Benefit |
||||||||||
Obligations Recognized in Other |
||||||||||
Comprehensive Income |
||||||||||
Net actuarial loss (gain) |
$ 342 |
$ (111) |
$ (35,209) |
|||||||
Reclassification of actuarial gain (loss) |
1,587 | 1,751 | (37) | |||||||
Reclassification of prior service credit |
4,236 | 4,236 | 4,232 | |||||||
Amount recognized in other comprehensive |
||||||||||
income |
$ 6,165 |
$ 5,876 |
$ (31,014) |
|||||||
Amount recognized in net periodic |
||||||||||
postretirement benefit cost and other |
||||||||||
comprehensive income |
$ 2,769 |
$ 2,221 |
$ (30,830) |
|||||||
Assumptions |
||||||||||
Weighted-average assumptions used to |
||||||||||
determine net periodic benefit cost for |
||||||||||
years ended December 31 |
||||||||||
Discount rate — PBO |
3.59% | 3.69% | 3.50% | |||||||
Discount rate — service cost |
3.96% | 3.77% | 3.50% | |||||||
Discount rate — interest cost |
2.89% | 2.81% | 3.50% | |||||||
Weighted-average assumptions used to |
||||||||||
determine benefit obligation at |
||||||||||
December 31 |
||||||||||
Discount rate |
3.33% | 3.58% | 3.69% |
|
||||
in thousands |
Postretirement |
|||
Employer Contributions |
||||
2015 |
$ 5,915 |
|||
2016 |
5,280 | |||
2017 |
4,871 | |||
2018 (estimated) |
5,624 |
|
||||
in thousands |
Postretirement |
|||
Estimated Future Benefit Payments |
||||
2018 |
$ 5,624 |
|||
2019 |
5,431 | |||
2020 |
5,201 | |||
2021 |
4,859 | |||
2022 |
4,523 | |||
2023–2027 |
17,359 |
|
||||
in thousands |
Postretirement |
|||
Participants Contributions |
||||
2015 |
$ 2,031 |
|||
2016 |
2,085 | |||
2017 |
2,025 |
|
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate value of distributed |
||||||||||
restricted shares |
$ 7,685 |
$ 0 |
$ 0 |
|
|||||||||||
|
2017 | 2016 | 2015 | ||||||||
SOSARs |
|||||||||||
Fair value |
$ 43.01 |
$ 29.20 |
$ 25.17 |
||||||||
Risk-free interest rate |
2.36% | 1.66% | 1.85% | ||||||||
Dividend yield |
1.27% | 1.39% | 1.70% | ||||||||
Volatility |
31.35% | 30.42% | 33.00% | ||||||||
Expected term |
9.00 years |
9.00 years |
8.00 years |
|
|||||||||||||
|
Weighted-average |
||||||||||||
|
Remaining |
Aggregate |
|||||||||||
|
Number |
Weighted-average |
Contractual |
Intrinsic Value |
|||||||||
|
of Shares |
Exercise Price |
Life (Years) |
(in thousands) |
|||||||||
SOSARs |
|||||||||||||
Outstanding at January 1, 2017 |
2,392,431 |
$ 51.80 |
|||||||||||
Granted |
79,200 | 122.60 | |||||||||||
Exercised |
(226,280) | 64.75 | |||||||||||
Forfeited or expired |
(2,864) | 74.62 | |||||||||||
Outstanding at December 31, 2017 |
2,242,487 |
$ 52.95 |
3.73 |
$ 169,034 |
|||||||||
Vested and expected to vest |
2,233,801 |
$ 52.89 |
3.72 |
$ 168,513 |
|||||||||
Exercisable at December 31, 2017 |
1,957,871 |
$ 47.27 |
3.14 |
$ 158,700 |
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate intrinsic value of SOSARs/ |
||||||||||
stock options exercised |
$ 13,758 |
$ 27,705 |
$ 43,620 |
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
SOSARs/Stock Options |
||||||||||
Cash and stock consideration received |
||||||||||
from exercises |
$ 0 |
$ 0 |
$ 72,884 |
|||||||
Tax benefit from exercises |
5,331 | 10,767 | 16,920 | |||||||
Compensation cost |
3,723 | 2,744 | 2,221 |
|
|||||||
|
Target |
Weighted-average |
|||||
|
Number |
Grant Date |
|||||
|
of Shares |
Fair Value |
|||||
Performance Shares |
|||||||
Nonvested at January 1, 2017 |
667,096 |
$ 73.20 |
|||||
Granted |
121,310 | 117.49 | |||||
Vested |
(275,899) | 63.42 | |||||
Canceled/forfeited |
(13,528) | 80.97 | |||||
Nonvested at December 31, 2017 |
498,979 |
$ 89.16 |
|
||||||||||
in thousands |
2017 | 2016 | 2015 | |||||||
Aggregate value of distributed |
||||||||||
performance shares |
$ 52,368 |
$ 60,443 |
$ 26,258 |
|
|||||||
|
Weighted-average |
||||||
|
Number |
Grant Date |
|||||
|
of Shares |
Fair Value |
|||||
Restricted Stock Units |
|||||||
Nonvested at January 1, 2017 |
135,430 |
$ 71.63 |
|||||
Granted |
43,710 | 117.49 | |||||
Vested |
(64,544) | 56.74 | |||||
Canceled/forfeited |
(5,294) | 99.00 | |||||
Nonvested at December 31, 2017 |
109,302 |
$ 97.43 |
|
|
||
|
Unconditional |
|
|
Purchase |
|
in thousands |
Obligations |
|
Property, Plant & Equipment |
||
2018 |
$ 134,458 |
|
Thereafter |
0 | |
Total |
$ 134,458 |
|
Noncapital (primarily transportation and electricity contracts) |
||
2018 |
$ 10,449 |
|
2019–2020 |
15,109 | |
2021–2022 |
3,587 | |
Thereafter |
3,000 | |
Total |
$ 32,145 |
|
||
|
Mineral |
|
in thousands |
Leases |
|
Minimum Royalties |
||
2018 |
$ 22,531 |
|
2019–2020 |
34,022 | |
2021–2022 |
22,703 | |
Thereafter |
132,176 | |
Total |
$ 211,432 |
|
|
||||||||
in thousands, except average cost |
2017 | 2016 | 2015 | |||||
Shares Purchased and Retired |
||||||||
Number |
510 | 1,427 | 228 | |||||
Total cost 1 |
$ 60,303 |
$ 161,463 |
$ 21,475 |
|||||
Average cost 1 |
$ 118.18 |
$ 113.18 |
$ 94.19 |
1 |
Excludes commissions of $0.02 per share. |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
AOCI |
||||||||
Cash flow hedges |
$ (11,438) |
$ (13,300) |
$ (14,494) |
|||||
Pension and postretirement plans |
(138,028) | (126,076) | (105,575) | |||||
Total |
$ (149,466) |
$ (139,376) |
$ (120,069) |
|
||||||||
|
Pension and |
|||||||
|
Cash Flow |
Postretirement |
||||||
in thousands |
Hedges |
Benefit Plans |
Total |
|||||
AOCI |
||||||||
Balance as of December 31, 2014 |
$ (20,322) |
$ (141,392) |
$ (161,714) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | 23,832 | 23,832 | |||||
Amounts reclassified from AOCI |
5,828 | 11,985 | 17,813 | |||||
Net OCI changes |
5,828 | 35,817 | 41,645 | |||||
Balance as of December 31, 2015 |
$ (14,494) |
$ (105,575) |
$ (120,069) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | (20,583) | (20,583) | |||||
Amounts reclassified from AOCI |
1,194 | 82 | 1,276 | |||||
Net OCI changes |
1,194 | (20,501) | (19,307) | |||||
Balance as of December 31, 2016 |
$ (13,300) |
$ (126,076) |
$ (139,376) |
|||||
Other comprehensive income (loss) |
||||||||
before reclassifications |
0 | (14,106) | (14,106) | |||||
Amounts reclassified from AOCI |
1,862 | 2,154 | 4,016 | |||||
Net OCI changes |
1,862 | (11,952) | (10,090) | |||||
Balance as of December 31, 2017 |
$ (11,438) |
$ (138,028) |
$ (149,466) |
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Reclassification Adjustment for Cash Flow |
||||||||
Hedge Losses |
||||||||
Interest expense |
$ 3,070 |
$ 2,008 |
$ 9,759 |
|||||
Benefit from income taxes |
(1,208) | (814) | (3,931) | |||||
Total 1 |
$ 1,862 |
$ 1,194 |
$ 5,828 |
|||||
Amortization of Pension and Postretirement Plan |
||||||||
Actuarial Loss and Prior Service Cost |
||||||||
Cost of revenues |
$ 2,376 |
$ 109 |
$ 15,916 |
|||||
Selling, administrative and general expenses |
539 | 25 | 3,608 | |||||
Benefit from income taxes |
(761) | (52) | (7,539) | |||||
Total 2 |
$ 2,154 |
$ 82 |
$ 11,985 |
|||||
Total reclassifications from AOCI to earnings |
$ 4,016 |
$ 1,276 |
$ 17,813 |
1 |
Totals for 2017 and 2015 include the acceleration of deferred losses on interest rate derivatives (see Note 5) referable to debt purchases (see Note 6). |
2 |
Total for 2015 includes a one-time settlement loss resulting from a lump sum payment to a former employee (see Note 10). |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Total Revenues |
||||||||
Aggregates 1 |
$ 3,096,094 |
$ 2,961,835 |
$ 2,777,758 |
|||||
Asphalt |
622,074 | 512,310 | 530,692 | |||||
Concrete |
417,745 | 330,125 | 299,252 | |||||
Calcium |
7,740 | 8,860 | 8,596 | |||||
Segment sales |
$ 4,143,653 |
$ 3,813,130 |
$ 3,616,298 |
|||||
Aggregates intersegment sales |
(253,357) | (220,463) | (194,117) | |||||
Total revenues |
$ 3,890,296 |
$ 3,592,667 |
$ 3,422,181 |
|||||
Gross Profit |
||||||||
Aggregates |
$ 860,021 |
$ 873,118 |
$ 755,666 |
|||||
Asphalt |
91,948 | 97,682 | 78,225 | |||||
Concrete |
46,117 | 26,543 | 20,152 | |||||
Calcium |
2,475 | 3,474 | 3,490 | |||||
Total |
$ 1,000,561 |
$ 1,000,817 |
$ 857,533 |
|||||
Depreciation, Depletion, Accretion and Amortization (DDA&A) |
||||||||
Aggregates |
$ 245,151 |
$ 236,472 |
$ 228,466 |
|||||
Asphalt |
25,400 | 16,797 | 16,378 | |||||
Concrete |
13,822 | 12,129 | 11,374 | |||||
Calcium |
677 | 774 | 679 | |||||
Other |
20,915 | 18,768 | 17,926 | |||||
Total |
$ 305,965 |
$ 284,940 |
$ 274,823 |
|||||
Capital Expenditures 2 |
||||||||
Aggregates |
$ 421,989 |
$ 297,737 |
$ 269,014 |
|||||
Asphalt |
12,970 | 29,002 | 8,111 | |||||
Concrete |
25,176 | 10,047 | 19,053 | |||||
Calcium |
78 | 534 | 0 | |||||
Corporate |
4,020 | 7,621 | 7,846 | |||||
Total |
$ 464,233 |
$ 344,941 |
$ 304,024 |
|||||
Identifiable Assets 3 |
||||||||
Aggregates |
$ 8,409,505 |
$ 7,589,225 |
$ 7,540,273 |
|||||
Asphalt |
426,575 | 259,514 | 251,716 | |||||
Concrete |
271,818 | 192,673 | 198,193 | |||||
Calcium |
4,428 | 4,959 | 5,509 | |||||
Total identifiable assets |
$ 9,112,326 |
$ 8,046,371 |
$ 7,995,691 |
|||||
General corporate assets |
245,919 | 157,085 | 20,731 | |||||
Cash and cash equivalents and restricted cash |
146,646 | 268,019 | 285,210 | |||||
Total assets |
$ 9,504,891 |
$ 8,471,475 |
$ 8,301,632 |
1 |
Includes product sales, as well as freight, delivery and transportation revenues, and other revenues related to aggregates. |
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 |
Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit. |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
Cash Payments |
||||||||
Interest (exclusive of amount capitalized) |
$ 285,801 |
$ 135,039 |
$ 208,288 |
|||||
Income taxes |
125,135 | 102,849 | 53,623 | |||||
Noncash Investing and Financing Activities |
||||||||
Accrued liabilities for purchases of property, |
||||||||
plant & equipment |
$ 31,267 |
$ 26,676 |
$ 31,883 |
|||||
Amounts referable to business acquisitions |
||||||||
Liabilities assumed |
3,876 | 798 | 2,645 | |||||
Consideration payable to seller |
9,681 | 0 | 0 | |||||
Fair value of noncash assets and liabilities exchanged |
9,900 | 0 | 20,000 |
|
|
||||||||
in thousands |
2017 | 2016 | 2015 | |||||
ARO Operating Costs |
||||||||
Accretion |
$ 11,415 |
$ 11,059 |
$ 11,474 |
|||||
Depreciation |
6,302 | 6,353 | 6,515 | |||||
Total |
$ 17,717 |
$ 17,412 |
$ 17,989 |
|
|||||
in thousands |
2017 | 2016 | |||
Asset Retirement Obligations |
|||||
Balance at beginning of year |
$ 223,872 |
$ 226,594 |
|||
Liabilities incurred |
1,920 | 505 | |||
Liabilities settled |
(21,477) | (17,114) | |||
Accretion expense |
11,415 | 11,059 | |||
Revisions, net |
2,387 | 2,828 | |||
Balance at end of year |
$ 218,117 |
$ 223,872 |
|
|
|||||||||||||||
in thousands |
Aggregates |
Asphalt |
Concrete |
Calcium |
Total |
||||||||||
Goodwill |
|||||||||||||||
Total as of December 31, 2015 |
$ 3,003,191 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,094,824 |
||||||||||
Total as of December 31, 2016 |
$ 3,003,191 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,094,824 |
||||||||||
Goodwill of acquired businesses 1 |
27,497 | 0 | 0 | 0 | 27,497 | ||||||||||
Total as of December 31, 2017 |
$ 3,030,688 |
$ 91,633 |
$ 0 |
$ 0 |
$ 3,122,321 |
1 |
See Note 19 for a summary of the current year acquisitions. |
|
||||||
in thousands |
2017 | 2016 | ||||
Gross Carrying Amount |
||||||
Contractual rights in place |
$ 1,050,816 |
$ 742,085 |
||||
Noncompetition agreements |
7,067 | 6,757 | ||||
Favorable lease agreements |
9,479 | 9,479 | ||||
Permitting, permitting compliance and zoning rights |
119,002 | 112,058 | ||||
Other 1 |
4,616 | 4,171 | ||||
Total gross carrying amount |
$ 1,190,980 |
$ 874,550 |
||||
Accumulated Amortization |
||||||
Contractual rights in place |
$ (94,534) |
$ (77,515) |
||||
Noncompetition agreements |
(2,440) | (1,118) | ||||
Favorable lease agreements |
(3,179) | (2,822) | ||||
Permitting, permitting compliance and zoning rights |
(24,352) | (21,701) | ||||
Other 1 |
(2,845) | (2,342) | ||||
Total accumulated amortization |
$ (127,350) |
$ (105,498) |
||||
Total Intangible Assets Subject to Amortization, net |
$ 1,063,630 |
$ 769,052 |
||||
Intangible Assets with Indefinite Lives |
0 | 0 | ||||
Total Intangible Assets, net |
$ 1,063,630 |
$ 769,052 |
||||
Amortization Expense for the Year |
$ 23,765 |
$ 17,565 |
1 |
Includes customer relationships and tradenames and trademarks. |
|
||
in thousands |
||
Estimated Amortization Expense for Five Subsequent Years |
||
2018 |
$ 26,447 |
|
2019 |
25,585 | |
2020 |
25,375 | |
2021 |
24,257 | |
2022 |
23,016 |
|
|
|||||
in thousands |
2017 | ||||
Actual Results |
|||||
Total revenues |
$ 162,462 |
||||
Net earnings |
11,830 |
|
|||||
in thousands |
2017 | 2016 | |||
Supplemental Pro Forma Results |
|||||
Total revenues |
$ 4,015,891 |
$ 3,882,257 |
|||
Net earnings |
$ 610,494 |
$ 433,431 |
|
|||||
in thousands |
2017 | ||||
Fair Value of Purchase Consideration |
|||||
Cash |
$ 1,072,978 |
||||
Payable to seller |
7,837 | ||||
Total fair value of purchase consideration |
$ 1,080,815 |
||||
Identifiable Assets Acquired and Liabilities Assumed |
|||||
Accounts and notes receivable, net |
$ 14,955 |
||||
Inventories |
21,679 | ||||
Other current assets |
608 | ||||
Investments |
3,590 | ||||
Property, plant & equipment |
433,606 | ||||
Other intangible assets |
|||||
Contractual rights in place |
295,482 | ||||
Liabilities assumed |
(3,894) | ||||
Net identifiable assets acquired and retained |
$ 766,026 |
||||
Goodwill |
$ 27,497 |
||||
Net Assets Divested Immediately Upon Acquisition |
$ 287,292 |
|
|
||||||||
|
2017 |
|||||||
|
Three Months Ended |
|||||||
in thousands, except per share data |
March 31 |
June 30 |
Sept 30 |
Dec 31 |
||||
Total revenues |
$ 787,328 |
$1,030,763 |
$ 1,094,715 |
$ 977,490 |
||||
Gross profit |
159,979 | 291,775 | 305,516 | 243,291 | ||||
Operating earnings |
72,400 | 193,987 | 229,487 | 151,234 | ||||
Earnings from continuing operations |
43,523 | 111,749 | 110,150 | 327,969 | ||||
Net earnings |
44,921 | 120,139 | 108,579 | 327,546 | ||||
Basic earnings per share from continuing operations |
$ 0.33 |
$ 0.84 |
$ 0.83 |
$ 2.47 |
||||
Diluted earnings per share from continuing operations |
$ 0.32 |
$ 0.83 |
$ 0.82 |
$ 2.43 |
||||
Basic net earnings per share |
$ 0.34 |
$ 0.91 |
$ 0.82 |
$ 2.47 |
||||
Diluted net earnings per share |
$ 0.33 |
$ 0.89 |
$ 0.81 |
$ 2.43 |
|
||||||||
|
2016 |
|||||||
|
Three Months Ended |
|||||||
in thousands, except per share data |
March 31 |
June 30 |
Sept 30 |
Dec 31 |
||||
Total revenues |
$ 754,728 |
$ 956,825 |
$ 1,008,140 |
$ 872,974 |
||||
Gross profit |
164,718 | 292,184 | 304,209 | 239,706 | ||||
Operating earnings |
64,921 | 213,786 | 227,076 | 173,799 | ||||
Earnings from continuing operations |
41,965 | 127,241 | 145,137 | 108,063 | ||||
Net earnings |
40,158 | 124,709 | 142,024 | 112,600 | ||||
Basic earnings per share from continuing operations |
$ 0.31 |
$ 0.95 |
$ 1.09 |
$ 0.82 |
||||
Diluted earnings per share from continuing operations |
$ 0.31 |
$ 0.93 |
$ 1.07 |
$ 0.80 |
||||
Basic net earnings per share |
$ 0.30 |
$ 0.93 |
$ 1.07 |
$ 0.85 |
||||
Diluted net earnings per share |
$ 0.30 |
$ 0.92 |
$ 1.05 |
$ 0.83 |
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