EXHIBIT 25(b) TO FORM 10-K ANNUAL REPORT OF VULCAN MATERIALS COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH RESPECT TO THE VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993, AND THE INDEPENDENT CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO FILED AS AN AMENDMENT TO THE VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993, AS PERMITTED BY RULE 15d-21 UNDER THE SECURITIES EXCHANGE ACT OF 1934 VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992, AND INDEPENDENT AUDITORS' REPORT. VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN Table of Contents Page Independent Auditors' Report Financial Statements of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan: Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1993 and 1992 Notes to Financial Statements Independent Auditors' Consent INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. This supplemental information is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche Birmingham, Alabama June 15, 1994 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-24051 of Vulcan Materials Company on Form S-8 of our reports dated February 4, 1994 and June 15, 1994, appearing in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1993 and in the Annual Report on Form 11-K of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan for the year ended December 31, 1993, respectively. We also consent to the reference to us under the heading "Experts" in the Registration Statement. /s/ Deloitte & Touche Birmingham, Alabama June 24, 1994 VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992 1993 1992 Supplemental Information by Fund Supplemental Information by Fund Vulcan Vulcan Large Materials Large Materials Guaranteed Companies Company Guaranteed Companies Company Investment Common Common Investment Common Common Total Contracts Stock Stock Total Contracts Stock Stock ASSETS: INVESTMENTS [Cost of $7,820,483 (1993) and $6,547,388 (1992)] (Notes 1, 3 & 5): Collective short-term investment $24,691 $22,725 $948 $1,018 $15,722 $15,661 $4 $57 Guaranteed investment contracts 6,683,740 6,683,740 5,755,856 5,755,856 Commingled funds holding principally common stock 224,756 224,756 149,481 149,481 Fund holding principally Vulcan Materials Company common stock 1,057,500 1,057,500 786,523 786,523 Total investments 7,990,687 6,706,465 225,704 1,058,518 6,707,582 5,771,517 149,485 786,580 RECEIVABLE FROM VULCAN MATERIALS COMPANY: Employer contributions 35,655 35,655 34,479 34,479 Employee contributions 134,072 92,472 5,788 35,812 127,400 93,409 5,117 28,874 Total receivable 169,727 128,127 5,788 35,812 161,879 127,888 5,117 28,874 TOTAL ASSETS 8,160,414 6,834,592 231,492 1,094,330 6,869,461 5,899,405 154,602 815,454 TRANSFERS IN PROCESS (601) 601 (14,428) 1,998 12,430 NET ASSETS AVAILABLE FOR BENEFITS $8,160,414 $6,834,592 $230,891 $1,094,931 $6,869,461 $5,884,977 $156,600 $827,884 <FN> See notes to financial statements. VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 1993 1992 Supplemental Information by Fund Supplemental Information by Fund Vulcan Vulcan Large Materials Large Materials Guaranteed Companies Company Guaranteed Companies Company Investment Common Common Investment Common Common Total Contracts Stock Stock Total Contracts Stock Stock ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME (LOSS): Interest $404,902 $404,032 $93 $777 $431,796 $430,984 $173 $639 Dividends 24,359 24,359 16,517 16,517 Net investment gains (losses): Realized 664 664 1,087 1,087 Unrealized (Note 4) 10,010 31,239 (21,229) 190,947 20,774 170,173 Net investment income 439,935 404,032 31,996 3,907 640,347 430,984 22,034 187,329 CONTRIBUTIONS (Note 2): Participants 1,394,709 980,516 57,824 356,369 1,326,654 989,942 53,829 282,883 Vulcan Materials Company 370,925 370,925 374,267 374,267 Total contributions 1,765,634 1,351,441 57,824 356,369 1,700,921 1,364,209 53,829 282,883 REDISTRIBUTION OF PARTICIPANTS' INVESTMENT OPTION UNDER THE PLAN (62,926) 5,737 57,189 (46,773) 10,706 36,067 TRANSFERS FROM OTHER PLANS (Note 6) 9,264 7,388 938 938 32,169 20,000 12,169 TOTAL ADDITIONS 2,214,833 1,699,935 96,495 418,403 2,373,437 1,768,420 98,738 506,279 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: WITHDRAWALS BY PARTICIPANTS (Note 2) (923,880) (750,320) (22,204) (151,356) (1,137,049) (983,599) (35,340) (118,110) NET INCREASE 1,290,953 949,615 74,291 267,047 1,236,388 784,821 63,398 388,169 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 6,869,461 5,884,977 156,600 827,884 5,633,073 5,100,156 93,202 439,715 END OF YEAR $8,160,414 $6,834,592 $230,891 $1,094,931 $6,869,461 $5,884,977 $156,600 $827,884 <FN> See notes to financial statements. VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General - The financial statements of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan ("Plan") have been prepared on the accrual basis of accounting. All assets of the Plan are held by The Northern Trust Company, Chicago, Illinois ("Trustee"). Vulcan Materials Company ("Company") pays the administrative costs of the Plan, including the trustee's fees and charges. Valuation of Investments - Investments other than guaranteed investment contracts are reported at market value. Investments in securities traded on national and over-the-counter exchanges are valued at the closing bid price of the security as of the last day of the year. Guaranteed investment contracts are reported at their contract value, which is cost increased by interest earned. The average cost of securities sold or distributed is used to determine net investment gains (losses) realized. Security transactions are recorded on the trade date. Distributions of common stock, if any, to participants are recorded at the market value of such stock at the end of the month prior to distribution. Benefits Payable - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. Such amounts as of December 31, 1992 have been reclassified to net assets available for benefits. As of December 31, 1993 and 1992, benefits of $144,667 and $66,164, respectively, were due to participants who had elected to receive a distribution from the Plan. 2. DESCRIPTION OF THE PLAN General - The Plan, established October 1, 1983 and restated as of May 1, 1991, is a defined contribution employee benefit plan covering all hourly employees of the Company's Southeast, Mideast, Midsouth and Southwest Divisions, as well as all non-union hourly employees of the Company's Southern and Midwest Divisions and its wholly-owned subsidiaries, Vulcan Gulf Coast Materials, Wanatah Trucking Co., Inc., Reed Crushed Stone, Reed Terminal Company, Inc. and BRT Transfer Terminal, Inc., (the "Participating Companies"). Participation and Vesting - Generally, hourly employees qualify to participate upon completion of one year of employment service. Participants are fully vested at all times. The number of participants in the Plan at December 31, 1993 and 1992 was as follows: 1993 1992 Total participants 1,831 1,869 Participants included in the above total who have transferred to a bargaining unit not covered by the Plan, or are no longer employed by the Company, but who have vested benefits under the Plan 60 162 Funding - The Plan is funded through participants' and Company contributions. A participant may make weekly matched contributions, in multiples of $1, subject to a $5 minimum and $15 maximum. For participants with less than ten years of employment service, Company contributions equal 25% of participants' matched contributions. For participants with ten or more years of service, Company contributions equal 50% of participants' matched contributions. In addition to the matched contributions, participants may make weekly unmatched contributions in multiples of $1 subject to a $1 minimum and $10 maximum. Allocation and Determination of Accounts - Separate accounts are maintained for each participant for matched, unmatched, Company contributions and accumulated earnings on each. Additionally, subaccounts are maintained for matched and unmatched accounts for the portion of each account that is attributable to pre-tax contributions and the portion attributable to after-tax contributions. Monthly net earnings are allocated to each participant's account in the ratio of the participant's account balance to total participants' account balances. Distributions and Withdrawals - A participant's total account is distributed upon retirement, disability, death or termination of employment unless the account value is greater than $3,500, in which case the participant may defer until age 70-1/2. Prior to a termination of employment, participants may make partial withdrawals or may withdraw their total account, except that if a participant has not maintained a participant contribution account for the 60 months immediately preceding the voluntary withdrawal, no Company contributions which have been on deposit less than 24 months will be distributed until 24 months after the earlier of the employee's withdrawal date or the employee's termination of employment. In addition, any in- service distribution from a participant's pre-tax contributions must meet the requirements of a "hardship withdrawal," as set forth in the Plan document. Investments - Participants' contributions are invested in three separate investment funds (see Note 5) of the Plan in proportions elected by the participant. The Company's matching contributions are invested in the fund which invests primarily in guaranteed investment contracts. Plan Termination - In the event it becomes necessary to terminate the Plan, participants will receive a distribution of the amounts held for their accounts. 3. INVESTMENTS The Plan's investment assets consist of an interest in one of the investment accounts of the Vulcan Materials Company Master Trust ("Master Trust") administered by Northern Trust Company. Use of the Master Trust permits the commingling of investment assets of a number of employee benefit plans of the Participating Companies. Although the assets are commingled, the Company maintains supporting records for the purpose of allocating the investment assets and the related net earnings to the various participating employee benefit plans. The investment accounts of the Master Trust at December 31, 1993 and 1992 are summarized as follows: 1993 1992 Pension Investment Account $270,465,591 $248,841,858 Thrift Plan Investment Account 153,862,152 152,945,331 Chemicals Savings Account 16,135,387 14,600,590 Construction Savings Account 8,160,414 6,869,461 Net assets $448,623,544 $423,257,240 The net assets of the Master Trust at December 31, 1993 and 1992 are summarized as follows: 1993 1992 Commingled fund holding principally short-term fixed income investments, and loans to participants $18,678,781 $18,906,750 Guaranteed investment contracts 19,803,668 17,783,818 Fund holding principally real estate investments 12,044,398 15,171,552 Fund holding principally intermediate- term fixed income investments 57,877,310 41,202,434 Commingled funds holding principally common stock 157,489,866 172,504,398 Commingled funds holding principally international equity instruments 73,558,068 47,716,502 Fund holding principally Vulcan Materials Company common stock 109,171,453 109,971,786 Net assets $448,623,544 $423,257,240 The total investment income by type of the Master Trust at December 31, 1993 and 1992 are summarized as follows: 1993 1992 Interest, net $1,897,072 $2,112,527 Dividends 2,898,022 2,732,726 Other 69,745 60,668 Net investment gains: Realized 24,636,203 9,181,194 Unrealized 5,391,112 35,673,442 $34,892,154 $49,760,557 Investments held by the Plan at December 31, 1993 and 1992 respectively, are as follows: 1993 1992 Collective short-term investments (cost and market) $24,691 $15,722 Guaranteed investment contracts (at contract value): Insurance Contract Guaranteed Contract Value Company Year Rate* Maturity Dates 1993 1992 Metropolitan Life 1990 9.33% May 1, 1993 $1,882,865 Metropolitan Life 1991 6.09%** May 1, annually $6,683,740 3,872,991 Total $6,683,740 $5,755,856 <FN> * Rates are net of insurance company charges. ** Interest rate was 8.22% from January 1 - April 30, 1992, 7.43% from May 1, 1992 - April 30, 1993, and 6.09% from May 1 - December 31, 1993. Upon maturity, the Company renegotiates new terms on these contracts. Commingled funds: 1993 1992 Cost Market Cost Market Commingled funds holding principally common stock - 791.30 shares (1993) and 622.24 shares (1992) $165,588 $224,756 $121,552 $149,481 Fund holding principally Vulcan Materials Company common stock - 22,560 shares (1993) and 16,301 shares (1992) $946,464 $1,057,500 $654,258 $786,523 4. CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS Investments held by the Plan at December 31, 1993 and 1992 and changes in unrealized appreciation (depreciation) of investments for the years then ended are summarized below: Current Market or Year Prior Years Contract Cumulative Appreciation Appreciation Cost Value Appreciation (Depreciation) (Depreciation) December 31, 1993: Collective short-term investments $24,691 $24,691 Guaranteed investment contracts 6,683,740 6,683,740 Commingled funds holding principally Common stock 165,588 224,756 $59,168 $31,239 $27,929 Fund holding principally Vulcan Materials Company common stock 946,464 1,057,500 111,036 (21,229) 132,265 Total $7,820,483 $7,990,687 $170,204 $10,010 $160,194 December 31, 1992: Collective short-term investments $15,722 $15,722 Guaranteed investment contracts 5,755,856 5,755,856 Commingled funds holding principally common stock 121,552 149,481 $27,929 $20,774 $7,155 Fund holding principally Vulcan Materials Company common stock 654,258 786,523 132,265 170,173 (37,908) Total $6,547,388 $6,707,582 $160,194 $190,947 ($30,753) 5. INVESTMENT PROGRAM The number of participants electing each investment option is shown below: As of December 31, 1993 1992 (a) A fund invested in guaranteed investment contracts 889 947 (b) Commingled funds invested primarily in common stocks of large companies 15 15 (c) Common stock of Vulcan Materials Company 191 176 (d) Any combination of (a), (b) or (c) 736 731 Investment managers have been appointed whose duty is to advise the trustee as to particular investments to be made. As of December 31, 1993, the investment managers were as follows: (1) Large companies Trinity Investment Management Corporation common stock fund Ten Tremont Street Boston, Massachusetts 02108 (2) Guaranteed investment The Northern Trust Company contracts and Vulcan 50 South LaSalle Street Materails Company Chicago, Illinois 60675 stock fund 6. PLAN TRANSFERS During 1992 and 1993, the Plan accepted rollover contributions from employees of acquired companies. During 1992, the Plan accepted rollover contributions of $32,169 from employees of Florida Mining and Materials (FMM). During 1993, the Plan accepted rollover contributions of $9,264 from employees of Thrift Brothers, Inc. 7. TAX STATUS The Plan obtained its latest determination letter on June 14, 1993, which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.