What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-08-07 · 142 added, 99 removed, 787 unchanged (23% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited June 30

Unaudited September 30

2024 December 31

2023 September 30

Cash and cash equivalents $ 433.2 $ 931.1 $ 340.0

5 unchanged sentences

Other current assets 113.5 70.4 106.0

Assets held for sale 0.0 0.0 495.1

Total current assets 2,212.9 2,524.9 2,701.2

9 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 352.6 390.4 412.8

Other current liabilities 421.0 406.7 440.8

Liabilities held for sale 0.0 0.0 10.1

Total current liabilities 774.1 797.6 864.2

21 unchanged sentences

Unaudited Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions, except per share data 2024 2023 2024 2023

4 unchanged sentences

Gain on sale of property, plant & equipment and businesses 0.2 4.3 4.6 22.8

Loss on impairments ( 86.6 ) ( 28.3 ) ( 86.6 ) ( 28.3 )

Other operating expense, net ( 12.6 ) ( 4.2 ) ( 23.9 ) ( 13.1 )

Operating earnings 337.1 418.9 963.5 1,057.3

Other nonoperating income (expense), net ( 8.7 ) ( 0.1 ) ( 8.9 ) 1.3

Other nonoperating expense, net ( 3.8 ) ( 6.4 ) ( 12.7 ) ( 5.3 )

Interest expense, net ( 38.4 ) ( 46.6 ) ( 117.7 ) ( 142.2 )

30 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited Six Months Ended

Unaudited Nine Months Ended

in millions 2024 2023

3 unchanged sentences

Depreciation, depletion, accretion and amortization 468.4 464.4

Loss on impairments 86.6 28.3

Noncash operating lease expense 38.6 40.7

11 unchanged sentences

Payment for businesses acquired, net of acquired cash and adjustments ( 206.4 ) 0.9

Other, net ( 0.2 ) 0.0

Net cash used for investing activities $ ( 641.8 ) $ ( 509.2 )

9 unchanged sentences

Share-based compensation, shares withheld for taxes ( 24.5 ) ( 19.9 )

Other, net 0.0 ( 0.1 )

Distribution to noncontrolling interest ( 1.8 ) 0.0

Net cash used for financing activities $ ( 842.6 ) $ ( 362.5 )

17 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 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.

Operating results for the three and nine month periods ended September 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 June 30, 2024 will be reflected in management’s estimates for future periods.

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

NONCONTROLLING INTEREST

11 unchanged sentences

Inventories are as follows:

in millions June 30

in millions September 30

2024 December 31

2023 September 30

Finished products $ 505.9 $ 494.4 $ 448.1

8 unchanged sentences

in millions Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

7 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine 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:

dollars in millions Classification on the Balance Sheet June 30

dollars in millions Classification on the Balance Sheet September 30

2024 December 31

2023 September 30

Operating lease ROU assets $ 651.4 $ 636.1 $ 644.8

17 unchanged sentences

Finance leases 3.1 % 2.4 % 2.0 %

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).

The decreases from September 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 in the second half of 2024.

The components of lease expense are as follows:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

9 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 $ 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.

Cash paid for operating leases was $ 55.3 million and $ 55.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Cash paid for finance leases (principal and interest) was $ 10.5 million and $ 17.9 million for the nine months ended September 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 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 the third quarter of 2024, we recorded income tax expense from continuing operations of $ 85.2 million compared to $ 85.8 million in the third quarter of 2023.

The tax expense is comparable to the amount recorded in the third quarter of 2023, as the reduction in pretax earnings in the third quarter of 2024 was primarily due to a goodwill impairment (see Note 15), the majority of which was non-tax deductible.

For the first nine months of 2024, we recorded income tax expense from continuing operations of $ 208.5 million compared to $ 194.4 million for the first nine months of 2023.

The increase in tax expense was primarily due to a goodwill impairment recorded in the third quarter of 2024, the majority of which was non-tax deductible, and a discrete benefit recognized in the first nine months of 2023 related to a 2022 business disposition, partially offset by lower pretax earnings.

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 $ 6.6 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.

In 2024, we project a $ 6.5 million increase in deferred tax assets against which a valuation allowance was recorded as a component of the EAETR in the first nine 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 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;

Our segment total revenues by geographic market for the three and nine month periods ended September 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 June 30, 2024

Three Months Ended September 30, 2024

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,448.4 $ 381.1 $ 174.4 $ 2,003.9

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,474.0 $ 347.2 $ 364.6 $ 2,185.8

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 4,155.6 $ 918.5 $ 489.9 $ 5,564.0

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

in millions Aggregates Asphalt Concrete Total

13 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 $ 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 total service revenues were $ 88.2 million ( 4.4 % of total revenues) and $ 76.7 million ( 3.5 % of total revenues) for the three months ended September 30, 2024 and 2023, respectively, and $ 195.0 million ( 3.5 % of total revenues) and $ 181.5 million ( 3.1 % of total revenues) for the nine months ended September 30, 2024 and 2023, respectively.

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

10 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine 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 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.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at September 30, 2024 and 2023 were $ 206.5 million and $ 116.3 million, respectively.

The remaining period to complete the obligations at September 30, 2024 ranged from 1 month to 51 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).

14 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

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

2 unchanged sentences

Deferred revenue balance at end of period $ 146.9 $ 154.9 $ 146.9 $ 154.9

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).

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 September 30, 2025 (reflected in other current liabilities in our September 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 June 30

in millions September 30

2024 December 31

2023 September 30

Level 1 Fair Value

10 unchanged sentences

dollar-denominated money market instruments).

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.

Net gains of the Rabbi Trusts’ investments were $ 3.8 million and $ 0.5 million for the nine months ended September 30, 2024 and 2023, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at September 30, 2024 and 2023 were $ 3.7 million and $ 0.6 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.

2 unchanged sentences

Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 7, respectively.

During the third quarter of 2023, net assets held for sale with a carrying value of $ 513.3 million were written down to their estimated fair value less cost to sell of $ 485.0 million, resulting in an impairment loss of $ 28.3 million.

The estimated fair value (Level 1 fair value measurement) was determined based on the expected proceeds from the probable sale of the disposal group.

Refer to Note 16 for the major categories of assets and liabilities classified as held for sale.

DERIVATIVE INSTRUMENTS

4 unchanged sentences

Concurrently, we entered into fixed-to-floating interest rate swap agreements designated as fair value hedges in the amount of $ 550.0 million.

Under these swap agreements, we received a fixed interest rate of 5.80 % (matches the fixed rate we paid on the $ 550.0 million of debt) and paid daily compound Secured Overnight Financing Rate (SOFR) plus 0.241 %.

Under these swap agreements, we received a fixed interest rate of 5.80 % (matched the fixed rate we paid on the $ 550.0 million of debt) and paid daily compound Secured Overnight Financing Rate (SOFR) plus 0.241 %.

These swap agreements terminated in March 2024, coinciding with the redemption of the debt.

1 unchanged sentence

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

in millions Balance Sheet Location June 30

in millions Balance Sheet Location September 30

2024 December 31

2023 September 30

Fair Value Hedges 1

9 unchanged sentences

Location Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

1 unchanged sentence

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.5 ) $ ( 1.7 ) $ ( 1.6 )

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.

For the twelve-month period ending September 30, 2025, we estimate that $ 2.3 million of the $ 18.2 million net of tax loss in AOCI will be reclassified to interest expense.

Debt is detailed as follows:

in millions Effective

Interest Rates June 30

Interest Rates September 30

2024 December 31

2023 September 30

Bank line of credit expires 2027 1

30 unchanged sentences

1 Borrowings on the bank line of credit and commercial paper are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months.

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

2 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.

3 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 $ 5.5 million and $ 5.0 million of net interest expense for these items for the nine months ended September 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.

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

As of September 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 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.

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

Utilization of the borrowing capacity was as follows:

3 unchanged sentences

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

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

As of September 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 June 30, 2024 are summarized by purpose in the table below:

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

Risk management insurance $ 80.3

4 unchanged sentences

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 $ 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.

As stated in Note 2, our lease liabilities totaled $ 575.4 million as of September 30, 2024.

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

As described in Note 9, our asset retirement obligations totaled $ 346.5 million as of September 30, 2024.

LITIGATION AND ENVIRONMENTAL MATTERS

8 unchanged sentences

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

in millions June 30

in millions September 30

2024 December 31

2023 September 30

Continuing operations $ 33.4 $ 32.6 $ 32.7

40 unchanged sentences

Vulcan and Occidental have since dismissed all of their claims against one another;

Texas Brine’s and Occidental’s claims against each other are pending in arbitration;

Texas Brine and Occidental have settled their claims against each other;

and Texas Brine’s and Vulcan’s claims against each other are pending in state and federal court.

28 unchanged sentences

At this time, we also cannot reasonably estimate a range of liability pertaining to the claims brought by the State of Louisiana.

▪ NEW YORK WATER DISTRICT CASES AND NEW JERSEY NATURAL RESOURCE DAMAGES CASE (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane (TCA).

We are a defendant in 29 cases allegedly involving TCA.

We are a defendant in 28 cases brought by New York water providers, and in one case brought by the State of New Jersey, all involving TCA stabilized with 1,4-dioxane.

The cases in New York are filed in the United States District Court for the Eastern District of New York.

According to the various complaints, the plaintiff-water providers serve customers in a number of New York counties (Nassau, Suffolk, Orange, Putnam, Sullivan, Ulster, Washington and Westchester) and seek unspecified compensatory damages associated with the remediation of water wells allegedly contaminated with 1,4-dioxane.

They are also seeking punitive damages.

The New Jersey case, filed in state court in Mercer County (Trenton) in March 2023, seeks recovery for the entire State of New Jersey based on alleged damages to surface water, ground water and other natural resources.

In the New Jersey case, the plaintiff seeks unspecified compensatory damages to restore the allegedly contaminated natural resources to a condition with zero 1,4-dioxane.

The plaintiff also seeks disgorgement of profits from the sale of TCA in New Jersey, as well as penalties and attorneys’ fees under various New Jersey statutes.

▪ 1,1,1-TRICHLOROETHANE LITIGATION (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane.

Vulcan faces liabilities related to 1,1,1-trichloroethane stabilized with 1,4-dioxane ("TCA").

We are one of the defendants in cases filed in both state and federal courts, including one case filed by the State of New Jersey.

According to the various complaints, the plaintiffs seek damages including, but not limited to, unspecified compensatory damages associated with the remediation of water wells allegedly contaminated with 1,4-dioxane, natural resource damages, disgorgement of profits from the sale of TCA, punitive damages, as well as penalties and attorney's fees under various statutes.

We will vigorously defend these cases on substantive and procedural grounds.

52 unchanged sentences

A hearing on the merits of the ancillary claim took place in August 2023.

We expect that the NAFTA arbitration tribunal will issue a decision on the claim and ancillary claim during 2024.

We expect that the NAFTA arbitration tribunal will issue a decision on the claim and ancillary claim by the end of the first quarter of 2025.

At this time, there can be no assurance whether we will be successful in our NAFTA claim and ancillary claim, and we cannot quantify the amount we may recover, if any, under this arbitration proceeding if we are successful.

11 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

5 unchanged sentences

ARO balance at end of period $ 346.5 $ 315.5 $ 346.5 $ 315.5

ARO revisions during the first nine months of 2024 primarily related to cost adjustments at numerous sites.

BENEFIT PLANS

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

5 unchanged sentences

Net periodic pension benefit cost $ 3.2 $ 4.0 $ 9.9 $ 11.9

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 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.

Pretax amortization from AOCI $ 1.6 $ 1.8 $ 4.5 $ 5.3

The contributions to pension plans for the nine months ended September 30, 2024 and 2023, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods and a qualified plan contribution of $ 2.0 million in the third quarter of 2024.

POSTRETIREMENT PLANS

4 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

4 unchanged sentences

Net periodic postretirement benefit cost $ 1.2 $ 1.0 $ 3.9 $ 2.9

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

Pretax amortization from AOCI

$ 0.2 $ 0.0 $ 0.6 $ ( 0.1 )

DEFINED CONTRIBUTION PLANS

2 unchanged sentences

Under these plans, we match employees’ eligible contributions at established rates.

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.

Expense recognized in connection with these matching obligations totaled $ 67.2 million and $ 58.6 million for the nine months ended September 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 June 30

in millions September 30

2024 December 31

2023 September 30

Cash flow hedges $ ( 18.2 ) $ ( 19.4 ) $ ( 19.8 )

1 unchanged sentence

Total $ ( 138.8 ) $ ( 143.8 ) $ ( 149.7 )

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

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

in millions Cash Flow

4 unchanged sentences

Amounts reclassified from AOCI 1.2 3.8 5.0

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

Balances as of September 30, 2024 $ ( 18.2 ) $ ( 120.6 ) $ ( 138.8 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

Amortization of Cash Flow Hedge Losses

Amortization of Accumulated Cash Flow Hedge Losses

Interest expense $ 0.6 $ 0.5 $ 1.7 $ 1.6

1 unchanged sentence

Total $ 0.4 $ 0.4 $ 1.2 $ 1.2

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

Amortization of Accumulated Benefit Plan Costs

Other nonoperating expense $ 1.8 $ 1.8 $ 5.1 $ 5.2

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 June 30, 2024, December 31, 2023 and June 30, 2023.

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

in millions, except average price September 30

2024 December 31

2023 September 30

Number of shares purchased and retired 0.3 1.0 0.2

3 unchanged sentences

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

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

As of September 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

September 30 Nine Months Ended

in millions, except per share data 2024 2023 2024 2023

12 unchanged sentences

Balance at beginning of period $ 25.1 $ 23.8 $ 24.5 $ 23.6

Distribution to noncontrolling interest ( 1.8 ) 0.0 ( 1.8 ) 0.0

Earnings attributable to noncontrolling interest 0.8 0.8 1.4 1.0

17 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions 2024 2023 2024 2023

10 unchanged sentences

Total $ 565.2 $ 591.0 $ 1,462.4 $ 1,476.3

Depreciation, Depletion, Accretion and Amortization (DDA&A)

Depreciation, Depletion, Accretion and Amortization

Aggregates $ 130.3 $ 125.6 $ 381.8 $ 357.6

13 unchanged sentences

2 Includes product sales as well as service revenues (see Note 4) from our asphalt construction paving business.

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

3 The decreases in the Concrete segment are primarily due to the divestiture of concrete operations in Texas in November 2023 (see Note 16) as well as a third quarter 2024 goodwill impairment charge (see Note 15).

4 Certain temporarily idled assets are included within a segment's Identifiable Assets, but the associated Depreciation, Depletion, Accretion and Amortization (DDA&A) is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

SUPPLEMENTAL CASH FLOW INFORMATION

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

Six Months Ended

Nine Months Ended

in millions 2024 2023

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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 six-month periods ended June 30, 2024 and 2023.

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021.

We previously disclosed that the estimated fair value of this reporting unit exceeded its carrying value by less than 5%.

Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value.

As a result, we recorded an $ 86.6 million noncash impairment charge.

There was no charge for goodwill impairment in the nine-month period ended September 30, 2023.

Accumulated goodwill impairment losses amount to $ 390.2 million ($ 252.7 million in our former Cement segment and $ 137.5 million in our Concrete segment).

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

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

in millions Aggregates Asphalt Concrete Total

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4.9 0.0 0.0 4.9

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

Goodwill impairment

0.0 0.0 ( 86.6 ) ( 86.6 )

Goodwill at September 30, 2024 $ 3,335.1 $ 91.6 $ 23.3 $ 3,450.0

1 See Note 16 for acquisitions.

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BUSINESS ACQUISITIONS

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

2024 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2024, we acquired the following operations for total cash consideration of $ 206.4 million:

▪ Alabama – aggregates, asphalt mix and construction paving operations

▪ California – asphalt terminal operations

▪ North Carolina – aggregates operations

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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:

The fair value of consideration transferred for these 2024 acquisitions and the preliminary amounts (pending working capital adjustments) of assets acquired and liabilities assumed are summarized below:

Fair Value of Purchase Consideration

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

In September 2024, we entered into a definitive agreement to acquire Wake Stone Corporation.

This acquisition is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions.

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 June 30, 2024.

We had no significant divestitures through the nine months ended September 30, 2024.

In 2023, we sold:

▪ Fourth quarter – concrete operations in Texas resulting in a third quarter impairment charge of $ 28.3 million and a fourth quarter loss on sale of $ 13.8 million (the assets were written down to fair value less cost to sell in the third quarter)

▪ Fourth quarter – excess real estate in Virginia resulting in a pretax gain of $ 65.7 million

▪ 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 June 30, 2024 , December 31, 2023 or June 30, 2023.

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

The probable divestiture of our concrete operations in Texas was presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2023.

The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

in millions September 30

2024 December 31

2023 September 30

Held for Sale (Concrete Segment)

Inventory $ 0.0 $ 0.0 $ 18.6

Land and land improvements, net 0.0 0.0 39.7

Buildings, machinery and equipment, net 0.0 0.0 114.6

Operating leases, net 0.0 0.0 9.9

Finance leases, net 0.0 0.0 18.1

Amortizable intangible assets, net 0.0 0.0 164.7

Goodwill 0.0 0.0 157.8

Reserve for assets held for sale 0.0 0.0 ( 28.3 )

Total assets held for sale $ 0.0 $ 0.0 $ 495.1

Current operating lease liabilities $ 0.0 $ 0.0 $ ( 0.7 )

Current finance lease liabilities 0.0 0.0 0.0

Noncurrent operating lease liabilities 0.0 0.0 ( 9.4 )

Noncurrent finance lease liabilities 0.0 0.0 0.0

Total liabilities held for sale $ 0.0 $ 0.0 $ ( 10.1 )

NEW ACCOUNTING STANDARDS

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

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.

We expect to include cost of revenues as significant segment expenses in our reportable segment disclosures beginning with our Form 10-K for the year ended December 31, 2024.

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.

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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