What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-07 compared with 2024-05-02 · 162 added, 110 removed, 724 unchanged (27% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited March 31

Unaudited June 30

2024 December 31

2023 March 31

Cash and cash equivalents $ 111.0 $ 931.1 $ 166.0

16 unchanged sentences

Current maturities of long-term debt 0.5 0.5 0.5

Short-term debt 95.0 0.0 0.0

Trade payables and accruals 326.6 390.4 402.1

23 unchanged sentences

Unaudited Three Months Ended

June 30 Six Months Ended

in millions, except per share data 2024 2023 2024 2023

4 unchanged sentences

Gain on sale of property, plant & equipment and businesses 3.8 16.7 4.4 18.5

Other operating income (expense), net ( 2.9 ) 0.8

Other operating expense, net ( 8.3 ) ( 9.8 ) ( 11.3 ) ( 9.0 )

Operating earnings 453.6 451.1 626.5 638.3

2 unchanged sentences

Earnings from continuing operations before income taxes

404.7 404.3 538.3 543.9

Income tax expense ( 94.4 ) ( 92.0 ) ( 123.4 ) ( 108.6 )

5 unchanged sentences

Other comprehensive income, net of tax

Amortization of prior cash flow hedge loss 0.4 0.4

Amortization of actuarial loss and prior service cost for benefit plans 1.3 1.3

Amortization of accumulated cash flow hedge losses 0.4 0.4 0.8 0.8

Amortization of accumulated benefit plan costs 1.2 1.3 2.4 2.5

Other comprehensive income 1.6 1.7 3.2 3.3

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited Three Months Ended

Unaudited Six Months Ended

in millions 2024 2023

16 unchanged sentences

Payment for businesses acquired, net of acquired cash and adjustments ( 193.4 ) 0.9

Other, net ( 0.1 ) 0.0

Net cash used for investing activities $ ( 533.8 ) $ ( 203.2 )

11 unchanged sentences

Net cash used for financing activities $ ( 678.3 ) $ ( 297.6 )

Net decrease in cash and cash equivalents and restricted cash ( 649.1 ) ( 21.5 )

Net increase (decrease) in cash and cash equivalents and restricted cash ( 837.6 ) 6.7

Cash and cash equivalents and restricted cash at beginning of year 949.2 161.5

6 unchanged sentences

We operate primarily in the United States, and our principal product — aggregates — is used in most types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete.

We serve aggregates markets in twenty-three states, the U.S.

Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas;

British Columbia, Canada;

Puerto Cortés, Honduras;

and Quintana Roo, Mexico (see Note 8, NAFTA Arbitration).

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 aggregates-intensive asphalt mix and/or ready-mixed concrete products in our Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, U.S.

Virgin Islands and Washington D.C.

While aggregates is our focus and primary business, we produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in certain markets.

BASIS OF PRESENTATION

4 unchanged sentences

For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Operating results for the three month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and six month periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses.

The most significant estimates and assumptions 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 (refer to the Critical Accounting Policies included in Item 7 of our most recent Annual Report on Form 10-K).

Events that relate to conditions arising after March 31, 2024 will be reflected in management’s estimates for future periods.

Events that relate to conditions arising after June 30, 2024 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

11 unchanged sentences

Inventories are as follows:

in millions March 31

in millions June 30

2024 December 31

2023 March 31

Finished products $ 514.2 $ 494.4 $ 455.3

8 unchanged sentences

in millions Three Months Ended

June 30 Six Months Ended

2024 2023 2024 2023

Pretax loss $ ( 2.7 ) $ ( 4.9 ) $ ( 5.0 ) $ ( 7.9 )

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

5 unchanged sentences

Lease right-of-use (ROU) assets and liabilities and the weighted-average lease terms and discount rates are as follows:

in millions Classification on the Balance Sheet March 31

dollars in millions Classification on the Balance Sheet June 30

2024 December 31

2023 March 31

Operating lease ROU assets $ 646.9 $ 636.1 $ 669.5

17 unchanged sentences

Finance leases 2.9 % 2.4 % 1.9 %

The decreases from March 31, 2023 in total lease assets and liabilities presented above primarily relate to the November 2023 sale of concrete operations in Texas (see Note 16 for additional information).

The decreases from June 30, 2023 in total lease assets and liabilities presented above primarily relate to the November 2023 sale of concrete operations in Texas (see Note 16 for additional information).

Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options.

In addition to the lease assets and liabilities presented in the table above, we entered into an agreement to lease a terminal in California and expect to have all permits in place associated with all lease commencement options by the middle of 2024.

The components of lease expense are as follows:

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

4 unchanged sentences

Short-term lease cost 1

11.6 12.0 22.7 23.7

Variable lease cost 4.4 5.0 9.7 10.1

2 unchanged sentences

1 Includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for operating leases was $ 18.4 million and $ 18.3 million for the three months ended March 31, 2024 and 2023, respectively.

Cash paid for finance leases (principal and interest) was $ 3.7 million and $ 6.1 million for the three months ended March 31, 2024 and 2023, respectively.

Cash paid for operating leases was $ 36.7 million and $ 36.6 million for the six months ended June 30, 2024 and 2023, respectively.

Cash paid for finance leases (principal and interest) was $ 7.3 million and $ 12.1 million for the six months ended June 30, 2024 and 2023, respectively.

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates and permanent differences between book and tax accounting such as percentage depletion.

2 unchanged sentences

Significant judgment is required in determining our EAETR.

In the first quarter of 2024, we recorded income tax expense from continuing operations of $ 28.9 million compared to $ 16.6 million in the first quarter of 2023.

The increase in tax expense was primarily due to a discrete tax benefit recognized in the first quarter of 2023 related to a 2022 business disposition.

In the second quarter of 2024, we recorded income tax expense from continuing operations of $ 94.4 million compared to $ 92.0 million in the second quarter of 2023.

The increase in tax expense was primarily due to less excess tax benefits generated from share-based compensation recognized in the second quarter of 2024.

For the first six months of 2024, we recorded income tax expense from continuing operations of $ 123.4 million compared to $ 108.6 million for the first six months of 2023.

The increase in tax expense was primarily due to a discrete benefit related to a 2022 business disposition recognized in the first six months of 2023.

In August 2022, the Inflation Reduction Act (IRA) was signed into law, effective for tax years beginning on or after January 1, 2023.

3 unchanged sentences

In 2023, Calica had deferred tax assets (including net operating losses) of $ 27.4 million against which we have a full valuation allowance recorded.

In 2024, we project a $ 6.7 million increase in deferred tax assets against which a valuation allowance was recorded as a component of the EAETR in the first three months of 2024.

In 2024, we project a $ 6.6 million increase in deferred tax assets against which a valuation allowance was recorded as a component of the EAETR in the first six months of 2024.

A majority of the deferred tax assets relate to a net operating loss (NOL) carryforward which would expire between 2032 and 2034 if not utilized.

6 unchanged sentences

Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market for the three month periods ended March 31, 2024 and 2023 are disaggregated as follows (the decrease in Gulf Coast market concrete revenues is primarily attributable to the sale of concrete operations in Texas in November 2023;

Our segment total revenues by geographic market for the three and six month periods ended June 30, 2024 and 2023 are disaggregated as follows (the decrease in Gulf Coast market concrete revenues is primarily attributable to the sale of concrete operations in Texas in November 2023;

see Note 16 for additional information):

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

in millions Aggregates Asphalt Concrete Total

Total Revenues by Geographic Market 1

East $ 339.0 $ 22.7 $ 75.9 $ 437.6

Gulf Coast 756.3 42.5 2.1 800.9

West 196.0 121.0 70.3 387.3

East revenues $ 461.7 $ 63.0 $ 82.4 $ 607.1

Gulf Coast revenues 885.6 64.6 2.5 952.7

West revenues 266.2 223.6 82.4 572.2

Segment sales $ 1,613.5 $ 351.2 $ 167.3 $ 2,132.0

1 unchanged sentence

Total revenues 1

Three Months Ended March 31, 2023

$ 1,495.9 $ 351.2 $ 167.3 $ 2,014.4

Three Months Ended June 30, 2023

in millions Aggregates Asphalt Concrete Total

Total Revenues by Geographic Market 1

East $ 343.2 $ 21.8 $ 87.8 $ 452.8

Gulf Coast 789.1 46.2 136.2 971.5

West 164.3 101.8 61.1 327.2

East revenues $ 451.7 $ 60.8 $ 95.4 $ 607.9

Gulf Coast revenues 879.1 64.5 152.7 1,096.3

West revenues 250.0 212.1 95.4 557.5

Segment sales $ 1,580.8 $ 337.4 $ 343.5 $ 2,261.7

1 unchanged sentence

Total revenues 1

$ 1,432.0 $ 337.4 $ 343.5 $ 2,112.9

Six Months Ended June 30, 2024

in millions Aggregates Asphalt Concrete Total

East revenues $ 800.6 $ 85.7 $ 158.3 $ 1,044.6

Gulf Coast revenues 1,642.0 107.1 4.5 $ 1,753.6

West revenues 462.3 344.6 152.7 $ 959.6

Segment sales $ 2,904.9 $ 537.4 $ 315.5 $ 3,757.8

Intersegment sales ( 197.7 ) 0.0 0.0 $ ( 197.7 )

Total revenues 1

$ 2,707.2 $ 537.4 $ 315.5 $ 3,560.1

Six Months Ended June 30, 2023

in millions Aggregates Asphalt Concrete Total

East revenues $ 795.0 $ 82.5 $ 183.3 $ 1,060.8

Gulf Coast revenues 1,668.1 110.7 288.9 2,067.7

West revenues 414.3 313.9 156.5 884.7

Segment sales $ 2,877.4 $ 507.1 $ 628.7 $ 4,013.2

Intersegment sales ( 251.4 ) 0.0 0.0 ( 251.4 )

Total revenues 1

$ 2,626.0 $ 507.1 $ 628.7 $ 3,761.8

1 The geographic markets are defined by states/countries as follows:

5 unchanged sentences

We also generate service revenues from our asphalt construction paving business and service revenues related to our aggregates business, such as landfill tipping fees.

Our total service revenues were $ 36.5 million ( 2.4 % of total revenues) and $ 35.0 million ( 2.1 % of total revenues) for the three months ended March 31, 2024 and 2023, respectively.

Our total service revenues were $ 70.2 million ( 3.5 % of total revenues) and $ 69.7 million ( 3.3 % of total revenues) for the three months ended June 30, 2024 and 2023, respectively, and $ 106.7 million ( 3.0 % of total revenues) and $ 104.8 million ( 2.8 % of total revenues) for the six months ended June 30, 2024 and 2023, respectively.

Our products typically are sold to private industry and not directly to governmental entities.

4 unchanged sentences

generally, this occurs at a point in time when our aggregates, asphalt mix and ready-mixed concrete are shipped/delivered and control passes to the customer.

Revenue for our products is recorded at the fixed invoice amount, and payment is due by the 15 th day of the following month — we do not offer discounts for early payment.

Revenue for our products is recorded at the fixed invoice amount, and payment is due by the 15 th day of the following month.

We do not offer discounts for early payment.

Freight & delivery generally represents pass-through transportation costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity.

2 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

8 unchanged sentences

Under this approach, recognized contract revenue equals the total estimated contract revenue multiplied by the percentage of completion.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at March 31, 2024 and 2023 were $ 158.6 million and $ 126.2 million, respectively.

The remaining period to complete the obligations at March 31, 2024 ranged from 1 month to 42 months.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at June 30, 2024 and 2023 were $ 271.6 million and $ 130.2 million, respectively.

The remaining period to complete the obligations at June 30, 2024 ranged from 1 month to 54 months.

The increase in future revenues from unsatisfied performance obligations is primarily due to acquisitions completed during the second quarter of 2024 (refer to Note 16 for further information).

Our construction contracts are unit priced, and an account receivable is recorded for amounts invoiced based on actual units produced.

13 unchanged sentences

The proceeds we received from the sale of the percentage interest were recorded as deferred revenue on the balance sheet.

We recognize revenue on a unit-of-sales basis (as we sell the purchaser’s share of production) relative to the volume limitations of the transactions.

We recognize revenue on a unit-of-sales basis (as we sell the purchaser’s share of production) relative to the volume limitations of the

transactions.

Given the nature of the risks and potential rewards assumed by the buyer, the transactions do not reflect financing activities.

1 unchanged sentence

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

2 unchanged sentences

Deferred revenue balance at end of period $ 148.9 $ 157.4 $ 148.9 $ 157.4

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending March 31, 2025 (reflected in other current liabilities in our March 31, 2024 Condensed Consolidated Balance Sheet).

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending June 30, 2025 (reflected in other current liabilities in our June 30, 2024 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

5 unchanged sentences

Our assets subject to fair value measurement on a recurring basis are summarized below:

in millions March 31

in millions June 30

2024 December 31

2023 March 31

Level 1 Fair Value

10 unchanged sentences

dollar-denominated money market instruments).

Net gains of the Rabbi Trusts’ investments were $ 2.4 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at March 31, 2024 and 2023 were $ 2.3 million and $ 1.3 million, respectively.

Net gains of the Rabbi Trusts’ investments were $ 1.0 million and $ 2.0 million for the six months ended June 30, 2024 and 2023, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at June 30, 2024 and 2023 were $ 0.9 million and $ 2.1 million, respectively.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date.

12 unchanged sentences

These swaps were recognized at fair value in the accompanying Condensed Consolidated Balance Sheets as follows:

in millions Balance Sheet Location March 31

in millions Balance Sheet Location June 30

2024 December 31

2023 March 31

Fair Value Hedges 1

1 unchanged sentence

Interest rate swaps Other current/noncurrent liabilities 0.0 ( 4.2 ) ( 7.1 )

Interest rate swaps net asset (liability) $ 0.0 $ ( 0.3 ) $ 3.0

Interest rate swaps net liability $ 0.0 $ ( 0.3 ) $ ( 2.0 )

1 See Note 5 for further discussion of fair value determination.

5 unchanged sentences

Location Three Months Ended

June 30 Six Months Ended

2024 2023 2024 2023

Cash Flow Hedges

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.5 ) $ ( 1.1 ) $ ( 1.1 )

For the twelve-month period ending March 31, 2025, we estimate that $ 2.3 million of the $ 19.0 million net of tax loss in AOCI will be reclassified to interest expense.

For the twelve-month period ending June 30, 2025, we estimate that $ 2.3 million of the $ 18.6 million net of tax loss in AOCI will be reclassified to interest expense.

Debt is detailed as follows:

in millions Effective

Interest Rates March 31

Interest Rates June 30

2024 December 31

2023 March 31

Bank line of credit expires 2027 1

31 unchanged sentences

2 See Note 6 for additional information on our fair value hedging strategy.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 3.5 million and $ 2.5 million of net interest expense for these items for the three months ended March 31, 2024 and 2023, respectively.

3 We have the intent and ability to refinance these notes due April 2025 on a long-term basis.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 4.5 million and $ 3.7 million of net interest expense for these items for the six months ended June 30, 2024 and 2023, respectively.

DELAYED DRAW TERM LOAN, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

2 unchanged sentences

In 2022, we established a $ 1,600.0 million commercial paper program through which we borrowed $ 550.0 million that was used to partially repay the delayed draw term loan.

As of June 30, 2024, we had $ 95.0 million in short-term commercial paper borrowings and $ 550.0 million in long-term commercial paper borrowings.

Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors.

Our $ 1,600.0 million unsecured line of credit matures in August 2027 and contains covenants customary for an unsecured investment-grade facility.

As of March 31, 2024, we were in compliance with the covenants.

As of June 30, 2024, we were in compliance with the covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin or Truist Bank’s base rate plus a margin.

2 unchanged sentences

We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.090 % to 0.225 % determined by our credit ratings.

As of March 31, 2024, the margin for SOFR borrowings was 1.125 %, the margin for base rate borrowings was 0.125 % and the commitment fee for the unused amount was 0.100 %.

As of March 31, 2024, our available borrowing capacity under the line of credit was $ 1,510.8 million.

As of June 30, 2024, the margin for SOFR borrowings was 1.125 %, the margin for base rate borrowings was 0.125 % and the commitment fee for the unused amount was 0.100 %.

As of June 30, 2024, our available borrowing capacity under the line of credit was $ 1,504.8 million.

Utilization of the borrowing capacity was as follows:

1 unchanged sentence

▪ $ 95.2 million was used to support standby letters of credit

All of our $ 3,391.1 million (face value) of term debt (which includes the $ 550.0 million commercial paper) is unsecured.

All of our $ 3,486.1 million (face value) of term debt (which includes $ 645.0 million of commercial paper) is unsecured.

All of the covenants in the debt agreements are customary for investment-grade facilities.

As of March 31, 2024, we were in compliance with all term debt covenants.

As of June 30, 2024, we were in compliance with all term debt covenants.

In March 2023, we issued $ 550.0 million of 5.80 % senior notes due 2026.

5 unchanged sentences

Our standby letters of credit are issued by banks that participate in our $ 1,600.0 million line of credit and reduce the borrowing capacity thereunder.

Our standby letters of credit as of March 31, 2024 are summarized by purpose in the table below:

Our standby letters of credit as of June 30, 2024 are summarized by purpose in the table below:

Risk management insurance $ 80.3

Reclamation/restoration requirements 14.9

Total standby letters of credit $ 95.2

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

As the holder of the operating interest, we have responsibility to bear the cost of mining and producing the reserves attributable to this nonoperating interest.

As stated in Note 2, our lease liabilities totaled $ 581.8 million as of March 31, 2024.

As summarized by purpose in Note 7, our standby letters of credit totaled $ 89.2 million as of March 31, 2024.

As described in Note 9, our asset retirement obligations totaled $ 325.7 million as of March 31, 2024.

As stated in Note 2, our lease liabilities totaled $ 580.7 million as of June 30, 2024.

As summarized by purpose in Note 7, our standby letters of credit totaled $ 95.2 million as of June 30, 2024.

As described in Note 9, our asset retirement obligations totaled $ 334.1 million as of June 30, 2024.

LITIGATION AND ENVIRONMENTAL MATTERS

8 unchanged sentences

Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below:

in millions March 31

in millions June 30

2024 December 31

2023 March 31

Accrued Environmental Remediation Costs

Continuing operations $ 33.7 $ 32.6 $ 32.8

Retained from former Chemicals business 8.3 8.3 8.3

Total $ 41.5 $ 40.9 $ 36.8

Total accrued environmental remediation costs $ 42.0 $ 40.9 $ 41.1

We are a defendant in various lawsuits in the ordinary course of business.

91 unchanged sentences

The final set of comments included a request that Vulcan revise and develop a final PDI Evaluation Report.

The final comments further provided a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report (Supplemental Report) that would require the EPA to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill.

In December 2020, we submitted the Final PDI Evaluation Report, which included responses to the EPA’s comments.

14 unchanged sentences

According to information available on the California State Water Resources Control Board (SWRCB) website, the capital cost of the NHW treatment system is estimated at $ 92 million, and the capital cost of the NHC treatment system is estimated at $ 245 million.

Both systems are expected to commence operations in 2024 and will thereafter incur costs for operation and maintenance.

The systems are expected to commence operations in 2024 for NHW and 2025 for NHC and will thereafter incur costs for operation and maintenance.

LADWP has applied for and received substantial funding to contribute to both treatment systems from grants of Proposition 1 bond funding from the SWRCB.

34 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

1 unchanged sentence

Depreciation 2.8 2.2 5.2 4.3

Total $ 5.9 $ 5.6

Total ARO operating costs $ 6.4 $ 5.6 $ 12.3 $ 11.2

ARO operating costs are reported in cost of revenues.

2 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

Balance at beginning of period $ 324.1 $ 311.3

ARO balance at beginning of period $ 325.7 $ 311.9 $ 324.1 $ 311.3

Liabilities incurred 0.8 0.0 0.8 0.0

2 unchanged sentences

Revisions, net 7.0 0.0 6.9 0.0

Balance at end of period $ 325.7 $ 311.9

ARO balance at end of period $ 334.1 $ 311.6 $ 334.1 $ 311.6

BENEFIT PLANS

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

6 unchanged sentences

Pretax reclassifications from AOCI included in net periodic pension benefit cost $ 1.5 $ 1.8 $ 3.0 $ 3.5

The contributions to pension plans for the three months ended March 31, 2024 and 2023, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods.

The contributions to pension plans for the six months ended June 30, 2024 and 2023, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods.

POSTRETIREMENT PLANS

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees.

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.

Substantially all of 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.

1 unchanged sentence

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

4 unchanged sentences

Net periodic postretirement benefit cost $ 1.3 $ 1.0 $ 2.6 $ 1.9

Pretax reclassifications from AOCI included in net periodic postretirement benefit credit $ 0.2 $ 0.0

Pretax reclassifications from AOCI included in net periodic postretirement benefit cost (credit) $ 0.2 $ 0.0 $ 0.3 $ ( 0.1 )

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor four defined contribution plans.

Substantially all salaried and nonunion hourly employees are eligible to be covered by one of these plans.

Substantially all salaried and non-union 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 $ 30.4 million and $ 18.9 million for the three months ended March 31, 2024 and 2023, respectively.

Expense recognized in connection with these matching obligations totaled $ 48.1 million and $ 41.1 million for the six months ended June 30, 2024 and 2023, respectively.

OTHER COMPREHENSIVE INCOME

3 unchanged sentences

Amounts in accumulated other comprehensive income (loss) (AOCI), net of tax, are as follows:

in millions March 31

in millions June 30

2024 December 31

2023 March 31

Cash flow hedges $ ( 18.6 ) $ ( 19.4 ) $ ( 20.2 )

1 unchanged sentence

Total $ ( 140.6 ) $ ( 143.8 ) $ ( 151.4 )

Changes in AOCI, net of tax, for the three months ended March 31, 2024 are as follows:

Changes in AOCI, net of tax, for the six months ended June 30, 2024 are as follows:

in millions Cash Flow

4 unchanged sentences

Amounts reclassified from AOCI 0.8 2.4 3.2

Net current period OCI changes 0.4 1.3 1.7

Balances as of March 31, 2024 $ ( 19.0 ) $ ( 123.1 ) $ ( 142.1 )

Balances as of June 30, 2024 $ ( 18.6 ) $ ( 122.0 ) $ ( 140.6 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

3 unchanged sentences

Total $ 0.4 $ 0.4 $ 0.8 $ 0.8

Amortization of Pension and Postretirement Plan Actuarial Loss

and Prior Service Cost

Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost

Other nonoperating expense $ 1.7 $ 1.8 $ 3.3 $ 3.4

6 unchanged sentences

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 March 31, 2024, December 31, 2023 and March 31, 2023.

There were no shares held in treasury as of June 30, 2024, December 31, 2023 and June 30, 2023.

Our common stock purchases (all of which were open market purchases) and subsequent retirements for the year-to-date periods ended are as follows:

in millions, except average cost March 31

in millions, except average price June 30

2024 December 31

2023 March 31

Number of shares purchased and retired 0.3 1.0 0.2

1 unchanged sentence

$ 68.8 $ 200.0 $ 49.9

Average cost per share $ 265.44 $ 204.52 $ 0.00

Average price per share $ 254.71 $ 204.52 $ 206.82

1 The amount paid to purchase shares in excess of the par value and related excise taxes are recorded in retained earnings.

As of March 31, 2024, 7,016,328 shares may be purchased under the current authorization of our Board of Directors.

As of June 30, 2024, 6,817,118 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

Three Months Ended

June 30 Six Months Ended

in millions, except per share data 2024 2023 2024 2023

2 unchanged sentences

Net earnings attributable to Vulcan 308.0 308.6 410.6 429.3

Common stock issued

Share-based compensation plans, net of shares withheld for taxes ( 0.7 ) ( 3.5 ) ( 24.8 ) ( 18.6 )

1 unchanged sentence

Share-based compensation expense 15.4 16.0 24.5 24.3

Cash dividends on common stock ($ 0.46 /$ 0.43 per share, respectively)

Cash dividends on common stock

($ 0.46 /$ 0.43 /$ 0.92 /$ 0.86 per share, respectively)

( 60.9 ) ( 57.2 ) ( 122.8 ) ( 114.4 )

10 unchanged sentences

During the first quarter of 2024, we reorganized the financial information provided to our CODM to allocate resources and evaluate operating performance.

As a result, we now report our calcium operation within our Aggregates reporting segment to align with our new reporting structure.

As a result, we report our calcium operation within our Aggregates reporting segment to align with our new reporting structure.

All prior period segment information has been revised to conform to the current presentation.

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2024 2023 2024 2023

1 unchanged sentence

$ 1,613.5 $ 1,580.8 $ 2,904.9 $ 2,877.4

Concrete 148.3 285.1

351.2 337.4 537.4 507.1

167.3 343.5 315.5 628.7

Segment sales $ 2,132.0 $ 2,261.7 $ 3,757.8 $ 4,013.2

3 unchanged sentences

Asphalt 59.0 56.6 63.7 57.4

Concrete ( 3.1 ) ( 2.4 )

4.7 27.0 1.7 24.7

Total $ 592.2 $ 583.3 $ 897.2 $ 885.3

2 unchanged sentences

Asphalt 11.0 8.9 19.8 17.8

Concrete 12.3 20.4

11.9 19.5 24.1 39.9

Other 5.9 6.9 12.3 13.6

3 unchanged sentences

Asphalt 737.6 647.1

Concrete 896.4 1,513.3

903.6 1,532.9

Total identifiable assets $ 13,729.4 $ 13,838.2

5 unchanged sentences

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.

4 The decrease in Concrete Identifiable Assets is primarily due to the divestiture of concrete operations in Texas in November 2023 (see Note 16).

4 The decreases in the Concrete segment are primarily due to the divestiture of concrete operations in Texas in November 2023 (see Note 16).

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

Three Months Ended

Six Months Ended

in millions 2024 2023

4 unchanged sentences

Accruals for purchases of property, plant & equipment $ 17.5 $ 26.0

Note received from sale of business 0.9 0.0

Recognition of new and revised lease obligations for

4 unchanged sentences

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.

There were no charges for goodwill impairment in the three-month periods ended March 31, 2024 and 2023.

There were no charges for goodwill impairment in the six-month periods ended June 30, 2024 and 2023.

Accumulated goodwill impairment losses amount to $ 303.6 million ($ 252.7 million in our former Cement segment and $ 50.9 million in our Concrete segment).

There were no changes in the carrying amount of goodwill by reportable segment from December 31, 2023 to March 31, 2024 as shown below:

Changes in the carrying amount of goodwill by reportable segment from December 31, 2023 to June 30, 2024 are shown below:

in millions Aggregates Asphalt Concrete Total

Totals at December 31, 2023 $ 3,330.2 $ 91.6 $ 109.9 $ 3,531.7

Totals at March 31, 2024 $ 3,330.2 $ 91.6 $ 109.9 $ 3,531.7

Goodwill at December 31, 2023 $ 3,330.2 $ 91.6 $ 109.9 $ 3,531.7

Goodwill of acquired businesses 1

4.9 0.0 0.0 4.9

Goodwill at June 30, 2024 $ 3,335.1 $ 91.6 $ 109.9 $ 3,536.6

1 See Note 16 for acquisitions.

ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

2024 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2024, we acquired the following operations for total cash consideration of $ 12.3 million:

2024 BUSINESS ACQUISITIONS — Through the six months ended June 30, 2024, we acquired the following operations for total cash consideration of $ 193.4 million:

▪ Alabama – aggregates, asphalt mix and construction paving operations

▪ North Carolina – aggregates operations

Subsequent to quarter end, in April 2024 we acquired aggregates and asphalt operations in Alabama using existing cash on hand.

▪ Texas – asphalt mix and construction paving operations

The 2024 acquisitions above are reported in our consolidated financial statements as of their respective acquisition dates.

None of these acquisitions were material to our results of operations either individually or collectively, and acquisition related expenses were immaterial.

The fair value of consideration transferred for these 2024 acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment) of assets acquired and liabilities assumed are summarized below:

Fair Value of Purchase Consideration

Total fair value of purchase consideration $ 193.4

Identifiable Assets Acquired and Liabilities Assumed

Accounts and notes receivable, net $ 8.1

Inventories 7.1

Property, plant & equipment 149.9

Intangible assets

Contractual rights in place 30.8

Other liabilities assumed ( 7.4 )

Net identifiable assets acquired $ 188.5

Goodwill $ 4.9

As a result of the 2024 acquisitions, we recognized $ 30.8 million of amortizable intangible assets and $ 4.9 million of goodwill.

The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years.

The $ 4.9 million of goodwill recognized represents synergies expected to be realized from acquiring an established business with assets that have been assembled over a long period of time;

the collection of those assets combined with our assets can earn a higher rate of return than either individually.

All of the goodwill recognized will be deductible for income tax purposes.

2023 BUSINESS ACQUISITIONS — For the full year 2023, we completed no business acquisitions.

DIVESTITURES AND PENDING DIVESTITURES

We had no significant divestitures through the three months ended March 31, 2024.

We had no significant divestitures through the three months ended June 30, 2024.

In 2023, we sold:

2 unchanged sentences

▪ Second quarter – real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $ 15.2 million

No material assets met the criteria for held for sale at March 31, 2024 , December 31, 2023 or March 31, 2023.

No material assets met the criteria for held for sale at June 30, 2024 , December 31, 2023 or June 30, 2023.

NEW ACCOUNTING STANDARDS

3 unchanged sentences

The new standard is effective for fiscal years beginning after December 15, 2023 and is to be applied retrospectively.

We are assessing the effect of this ASU on our consolidated financial statements and related disclosures.

We expect to include cost of revenues in our reportable segment disclosures beginning with our Form 10-K for the year ended December 31, 2024 and continue to assess the effects of other provisions of this ASU.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes – Improvements to Income Tax Disclosures,” which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid.

The new standard is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively.

We are assessing the effect of this ASU on our consolidated financial statements and related disclosures .

Disclosures required by this ASU will be included in our Form 10-K for the year ended December 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements