1. |
Please correct your commission file number on the cover of your periodic and current filings to read 001-32846 in your future filings. This file number was assigned in conjunction with your filing of the Form 8-A registration statement on March 24, 2006.
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2. |
Please insert a small-scale map in future filings, showing the locations of your properties, as required by Instruction 3(b) to Item 102 of Regulation S-K. If appropriate you may consolidate your mines or quarries around common processing facilities, if several mines supply that plant or facility with feedstock materials. Please group your mining properties in a similar manner to your operating divisions and please note the EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR. For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at (202) 551-3600 for Post-Acceptance Filing Issues or (202) 551-8900 for Pre-Acceptance Filing Issues. We believe the guidance in Instruction 3(b) of Rule 102 of Regulation S-K would generally require maps and drawings to comply with the following features: |
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A graphical bar scale should be included. Additional representations of scale such as “one inch equals one mile” may be utilized provided the original scale of the map has not been altered. |
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A north arrow. |
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An index map showing where the property is situated in relationship to the state or province, etc., in which it was located. |
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A title of the map or drawing, and the date on which it was drawn. |
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In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data. |
3. |
Supplementary provide us with a description of your reserve estimation procedures by general material type and how these reserve definitions are applied to your properties. In the event you have a corporate a policy, guidance, and/or instructions to your divisions and/or operational groups regarding resource/reserve estimation procedures that would address our request.
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4. |
High quality & purity limestone is generally defined by the calcium carbonate (CaCO3) content, percentage or another appropriate measurement. Please indicate whether this quality measure applies to your limestone property reserves and in future filings disclose the appropriate quality measurement for your mining operations.
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5. |
In future filings, please disclose the extent your reserve estimates have been reviewed by third parties, your corporate staff, or your company engineers. If you have not used any third parties to review your reserves within the last three years, please disclose this fact.
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6. |
You disclose that you have aggregate reserves sufficient for many years production. Industry Guide 7 requires that you disclose material information concerning production, reserves, locations and the nature of your mineral interests. Reserves are defined as that part of a mineral deposit that can be economically and legally extracted or produced at a profit at the time of reserve determination. Industry Guide 7 may be reviewed on the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7. In future filings please disclose the following information in a table for your mines or quarries. Please group your mining properties in a similar manner to your operating divisions and indicate the following in your future filings:
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Number of quarries, mines, and processing facilities |
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Location and type of facility |
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Indicate the total acreage of your properties that are owned compared to those which are leased |
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Total proven and probable reserves |
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Reserve quality information, if that is applicable |
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Material types or salable product produced |
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Annual production and plant capacity |
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Number of years until reserve depletion at current production rates. |
7. |
You have recognized impairments related to property, plant and equipment during the year ended December 31, 2008. In the interest of providing readers with a better insight into management’s judgments in accounting for property, plant and equipment, goodwill and intangible assets, please consider disclosing the following in future filings:
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How you determine when property, plant and equipment should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances; |
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How you assigned assets, liabilities, deferred taxes and goodwill to reporting units or cash-generating units identified; |
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Each of the valuation methodologies used to value goodwill and other intangible assets (we note the reference to value-in-use and discounted cash flow model), including sufficient information to enable a reader to understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, and why management selected these methods as being the most meaningful for the company in preparing the goodwill impairment analysis; |
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How you determine the appropriate discount rates (weighted average cost of capital) and terminal values to apply in your intangible asset impairment analysis; |
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The significant estimates and assumptions used to determine future undiscounted cash flows and fair value. You should discuss how sensitive the fair value estimates are to each of these significant estimates and assumptions and whether certain estimates and assumptions are more subjective than others; |
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If applicable, how the assumptions and methodologies used for valuing goodwill and intangible assets in the current year have changed since the prior year, highlighting the impact of any changes; and |
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For any asset groups for which the carrying value was close to the fair value, please disclose the carrying value of the asset groups. |
8. |
Your disclosures show a significant decrease in the funded status of your plans from December 31, 2007 to December 31, 2008 as well as a substantial reduction in the percentage of your pension plan assets invested in equity securities. Please discuss the impact of the above factors on the estimates and assumptions used during the year ended December 31, 2008 as well as the expected impact of these factors on your future determination of net periodic pension costs and future pension contributions. Please also explain why you believe that the increase in your expected long-term rates of return, especially for equities, is appropriate for 2008 in light of your target asset allocations and current asset allocations at December 31, 2008.
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9. |
In future filings, please clearly disclose whether you are in compliance with all loan covenants. On pages 29 and F-55, your disclosures indicate that your major bank facilities and debt issued pursuant to note purchase agreements require you to maintain a ratio of EBITDA/net interest of no lower than 4.5 times for the twelve-month periods ended June 30 and December 31. Please disclose here or elsewhere in future filings, the specific terms of any other material debt covenants in your debt agreements. For any material debt covenants, please disclose the required amounts/ratios as well as the actual amounts/ratios as of each reporting date. This will allow readers to understand how much cushion there is between the required amounts/ratios and the actual amounts/ratios. Please consider showing the specific computations used to arrive at the actual amounts/ratios with corresponding reconciliations to US GAAP amounts, if necessary. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003. Please also disclose if there are any stated events of default which would permit the lenders to accelerate the debt if not cured within the applicable grace periods or any cross default provisions in your debt agreements.
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10. |
We note the description of internal control over financial reporting in the second sentence of the first paragraph. This description appears to be based on the definition of internal control over financial reporting set forth in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As stated, however, your description does not fully conform to the definition set forth in those rules. Specifically, this description departs from the definition provided in the rules by not identifying the policies and procedures set forth in the rules. Please revise accordingly in future filings.
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11. |
We note that the Performance Share Plan discussed on page 77 is not filed as an exhibit to the annual report. To the extent that you have relied on 4(c)(iv) of the Instructions as to Exhibits in Form 20-F to not have filed this exhibit, please confirm this fact.
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Appendix 1 - Disclosure under Industry Guide 7Activities with reserves backing
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Physical location
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Number of locations
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Property acreage
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Reserves
1
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Years to depletion
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Percentage of aggregate reserves by rock type
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Annual production
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Plant capacity
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Quarries /pits
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Processing facilities
2
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Owned
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Leased
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Proven
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Probable
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Total
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Hard rock
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Sand & gravel
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Other
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Europe
Materials
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Cement
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Finland
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Ireland
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Poland
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Switzerland
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Other
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Aggregates
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Finland
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Ireland
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Poland
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Switzerland
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Other
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Lime
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Ireland
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Poland
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Subtotals
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Europe
Products
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Other (largely clay)
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UK
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Other
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Subtotals
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Americas
Materials
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Aggregates - US
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East
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West
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Subtotals
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Americas
Products
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Other (largely clay)
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United States
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Group totals
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(1)Where reserves are leased, the data presented above is restricted to include only that material which can be produced over the life of the contractual commitment inherent in the lease; the totals shown pertain only to amounts which are proven and probable.