What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 197 added, 251 removed, 678 unchanged (40% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited September 30

Unaudited March 31

2025 December 31

2023 September 30

2024 March 31

Cash and cash equivalents $ 181.3 $ 559.7 $ 292.4

5 unchanged sentences

Other current assets 83.1 90.8 74.2

Assets held for sale 0.0 0.0 495.1

Total current assets 1,925.9 2,265.7 1,907.6

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Other current liabilities 441.7 431.6 374.8

Liabilities held for sale 0.0 0.0 10.1

Total current liabilities 796.9 1,239.1 696.2

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Unaudited Three Months Ended

September 30 Nine Months Ended

in millions, except per share data 2025 2024

4 unchanged sentences

Gain on sale of property, plant & equipment and businesses 7.4 0.6

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

Other operating expense, net ( 8.0 ) ( 2.9 )

3 unchanged sentences

Earnings from continuing operations before income taxes

294.9 365.9 833.1 909.8

Income tax expense ( 33.8 ) ( 28.9 )

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited Nine Months Ended

Unaudited Three Months Ended

in millions 2025 2024

3 unchanged sentences

Depreciation, depletion, accretion and amortization 186.4 150.9

Loss on impairments 86.6 28.3

Noncash operating lease expense 13.5 12.9

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Financing Activities

Proceeds from short-term debt 8.1 166.1

Payment of short-term debt ( 8.0 ) ( 266.1 )

Payment of current maturities and long-term debt ( 400.4 ) ( 550.4 )

Proceeds from issuance of long-term debt 0.0 550.0

Debt issuance and exchange costs ( 3.5 ) ( 3.4 )

Payment of finance leases ( 2.9 ) ( 3.6 )

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Share-based compensation, shares withheld for taxes ( 25.4 ) ( 23.8 )

Distribution to noncontrolling interest ( 1.8 ) 0.0

Other, net ( 0.1 ) ( 0.1 )

Net cash used for financing activities $ ( 532.9 ) $ ( 658.7 )

Net increase (decrease) in cash and cash equivalents and restricted cash ( 514.9 ) 183.5

Net decrease in cash and cash equivalents and restricted cash ( 407.9 ) ( 649.1 )

Cash and cash equivalents and restricted cash at beginning of year 600.8 949.2

Cash and cash equivalents and restricted cash at end of period $ 192.9 $ 300.1

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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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 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.

Operating results for the three month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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 September 30, 2024 will be reflected in management’s estimates for future periods.

Events that relate to conditions arising after March 31, 2025 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

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Inventories are as follows:

in millions September 30

in millions March 31

2025 December 31

2023 September 30

2024 March 31

Finished products $ 570.3 $ 534.6 $ 512.7

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in millions Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Pretax loss $ ( 1.3 ) $ ( 2.3 )

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Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

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Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

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RECLASSIFICATIONS

As a result of a first quarter 2024 change in our internal management reporting structure, prior period segment information has been revised to conform to our current segment reporting structure.

This change had no impact on our prior consolidated results of operations, financial position or cash flows (refer to Note 13 for further information).

Capitalized quarry development costs of $ 158.7 million and $ 168.3 million at March 31, 2024 and December 31, 2024, respectively, were reclassified from Other noncurrent assets to Other intangible assets, net in our Condensed Consolidated Balance Sheet to conform to our current presentation.

Our portfolio of nonmineral leases is composed of leases for real estate (including office buildings, aggregates sales yards and terminals, and concrete and asphalt sites) and equipment (including railcars and rail track, barges, and office, plant and mobile equipment).

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 September 30

dollars in millions Classification on the Balance Sheet March 31

2025 December 31

2023 September 30

2024 March 31

Operating lease ROU assets $ 711.9 $ 673.2 $ 641.8

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Finance leases 3.4 % 3.2 % 2.6 %

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 fourth quarter of 2024.

The components of lease expense are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

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Short-term lease cost 1

12.2 14.8 34.9 38.5

Variable lease cost 4.0 5.3

Sublease income ( 0.9 ) ( 0.8 )

Sale and leaseback gain ( 4.6 ) 0.0

Total lease expense $ 33.3 $ 37.1

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 $ 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.

Cash paid for operating leases was $ 20.0 million and $ 18.4 million for the three months ended March 31, 2025 and 2024, respectively.

Cash paid for finance leases (principal and interest) was $ 3.1 million and $ 3.7 million for the three months ended March 31, 2025 and 2024, 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.

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Significant judgment is required in determining our EAETR.

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.

The IRA introduced a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions.

We were not subject to CAMT in 2023 and do not anticipate being subject to CAMT in 2024.

Certain taxes may be computed outside of the EAETR and recognized when the event occurs, such as payments of share-based awards and significant, unusual, or infrequently occurring events.

In the first quarter of 2025, we recorded income tax expense from continuing operations of $ 33.8 million compared to $ 28.9 million in the first quarter of 2024.

The increase in tax expense was primarily due to an increase in pretax earnings.

As discussed in Note 8 , in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico.

In 2024, Calica had deferred tax assets (including net operating losses) of $ 27.5 million against which we have a full valuation allowance recorded.

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.

In 2025, we project a $ 6.7 million increase in deferred tax assets against which we have recorded a valuation allowance.

A majority of the deferred tax assets relate to a net operating loss (NOL) carryforward which would expire between 2032 and 2035 if not utilized.

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We project Alabama NOL carryforward deferred tax assets at December 31, 2025 of $ 57.6 million against which we have a valuation allowance of $ 42.7 million.

We expect $ 7.0 million of the Alabama NOL carryforward to expire in 2025 resulting in a tax benefit of $ 1.0 million (recorded as a component of the EAETR) over the previous amount of valuation allowance recorded.

Almost all of the Alabama NOL carryforward would expire between 2025 and 2029 if not utilized.

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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 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 September 30, 2024

in millions Aggregates Asphalt Concrete Total

East revenues $ 466.7 $ 64.0 $ 88.4 $ 619.1

Gulf Coast revenues 842.7 90.9 2.6 936.2

West revenues 263.0 226.2 83.4 572.6

Segment sales $ 1,572.4 $ 381.1 $ 174.4 $ 2,127.9

Intersegment sales ( 124.0 ) 0.0 0.0 ( 124.0 )

Total revenues 1

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

Three Months Ended September 30, 2023

in millions Aggregates Asphalt Concrete Total

East revenues $ 464.8 $ 64.5 $ 95.4 $ 624.7

Gulf Coast revenues 900.4 71.4 168.7 1,140.5

West revenues 263.2 211.3 100.5 575.0

Segment sales $ 1,628.4 $ 347.2 $ 364.6 $ 2,340.2

Intersegment sales ( 154.4 ) 0.0 0.0 ( 154.4 )

Total revenues 1

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

Nine Months Ended September 30, 2024

Our segment total revenues by geographic market for the three month periods ended March 31, 2025 and 2024 are disaggregated as follows:

Three Months Ended March 31, 2025

in millions Aggregates Asphalt Concrete Total

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$ 1,248.9 $ 208.7 $ 177.0 $ 1,634.6

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

in millions Aggregates Asphalt Concrete Total

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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 $ 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 total service revenues were $ 44.8 million ( 2.7 % of total revenues) and $ 36.5 million ( 2.4 % of total revenues) for the three months ended March 31, 2025 and 2024, respectively.

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

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Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

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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 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).

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at March 31, 2025 and 2024 were $ 229.9 million and $ 158.6 million, respectively.

The remaining period to complete the obligations at March 31, 2025 ranged from 1 month to 45 months.

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

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▪ contain no minimum annual or cumulative guarantees by us for production or sales volume, nor minimum sales price

▪ are both volume and time limited (we expect the transactions will last approximately 20 more years, limited by volume rather than time)

▪ are both volume and time limited

We are the exclusive sales agent for, and transmit quarterly to the purchaser the proceeds from the sale of, the purchaser’s share of aggregates production.

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Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

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Deferred revenue balance at end of period $ 143.7 $ 151.1

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).

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, 2026 (reflected in other current liabilities in our March 31, 2025 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

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

in millions September 30

in millions March 31

2025 December 31

2023 September 30

2024 March 31

Level 1 Fair Value

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Level 2 Fair Value

Interest rate swaps $ 0.0 $ ( 0.3 ) $ ( 2.1 )

Money market mutual fund $ 3.6 $ 0.3 $ 0.8

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dollar-denominated money market instruments).

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.

These interest rate swaps are more fully described in Note 6.

Net gains of the Rabbi Trusts’ investments were $ 0.3 million and $ 2.4 million for the three months ended March 31, 2025 and 2024, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at March 31, 2025 and 2024 were a loss of $ 3.1 million and a gain of $ 2.3 million, respectively.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments.

Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 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.

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

DERIVATIVE INSTRUMENTS

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We do not use derivative instruments for trading or other speculative purposes.

In March 2023, we issued $ 550.0 million of 5.80 % fixed-rate debt maturing in March 2026.

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 % (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.

The changes in the fair value of these swaps designated as fair value hedges were recorded in interest expense and were perfectly offset by changes in the fair value of the related debt also recorded in interest expense.

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

in millions Balance Sheet Location September 30

2024 December 31

2023 September 30

Fair Value Hedges 1

Interest rate swaps Other current/noncurrent assets $ 0.0 $ 3.9 $ 0.1

Interest rate swaps Other current/noncurrent liabilities 0.0 ( 4.2 ) ( 2.2 )

Interest rate swaps net liability $ 0.0 $ ( 0.3 ) $ ( 2.1 )

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

In 2007, 2018 and 2020, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates.

In prior periods, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates.

These interest rate locks were designated as cash flow hedges.

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Location Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Cash Flow Hedges

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

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.

For the twelve-month period ending March 31, 2026, we estimate that $ 2.4 million of the $ 17.3 million net of tax loss in AOCI will be reclassified to interest expense.

Debt is detailed as follows:

in millions Effective

Interest Rates September 30

Interest Rates March 31

2025 December 31

2023 September 30

2024 March 31

Bank line of credit expires 2029 1

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4.59 % 700.0 700.0 700.0

4.70 % notes due 2048

5.42 % 460.9 460.9 460.9

5.70 % notes due 2054

5.82 % 750.0 750.0 0.0

Other notes 0.6 1.0 1.0

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Unamortized discounts and debt issuance costs ( 82.3 ) ( 83.7 ) ( 59.9 )

Fair value adjustments 3

0.0 ( 0.3 ) ( 2.1 )

Total long-term debt - book value $ 4,908.4 $ 5,307.4 $ 3,331.2

Less current maturities ( 0.5 ) ( 0.5 ) ( 0.5 )

Current maturities ( 0.5 ) ( 400.5 ) ( 0.5 )

Total long-term debt - reported value $ 4,907.9 $ 4,906.9 $ 3,330.7

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

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

In June 2021, we entered into a $ 1,600.0 million unsecured delayed draw term loan which was fully drawn in August 2021 upon the acquisition of U.S.

The delayed draw term loan was paid down to $ 1,100.0 million in September 2021 with cash on hand, paid down to $ 550.0 million in August 2022 using the proceeds from the issuance of commercial paper as described below and fully repaid in March 2023 using proceeds from the issuance of 5.80 % senior notes as described below.

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 September 30, 2024, we had $ 550.0 million in long-term commercial paper borrowings.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 1.4 million and $ 3.5 million of net interest expense for these items for the three months ended March 31, 2025 and 2024, respectively.

LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

Our $ 1,600.0 million commercial paper program was established in August 2022 and matures in November 2029.

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 September 30, 2024, we were in compliance with the covenants.

As of March 31, 2025, we had $ 550.0 million in long-term commercial paper borrowings with a 4.69 % effective interest rate.

Our $ 1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029.

Our line of credit contains covenants customary for an unsecured investment-grade facility.

As of March 31, 2025, we were in compliance with the line of credit 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.

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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 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.

As of March 31, 2025, 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, 2025, our available borrowing capacity under the line of credit was $ 1,576.1 million.

Utilization of the borrowing capacity was as follows:

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

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.

Total proceeds of $ 546.6 million (net of discounts and transaction costs), together with cash on hand, were used to repay the $ 550.0 million delayed draw term loan.

We redeemed these notes at par in March 2024 using cash on hand and recognized noncash expense of $ 2.3 million with the acceleration of unamortized deferred debt issuance costs.

As of March 31, 2025, we were in compliance with all term debt covenants.

In November 2024, we issued $ 500.0 million of 4.95 % senior notes due 2029, $ 750.0 million of 5.35 % senior notes due 2034 and $ 750.0 million of 5.70 % senior notes due 2054.

Total proceeds of $ 1,975.0 million (net of discounts and transaction costs), together with cash on hand, were used to provide liquidity for acquisitions in 2024 and debt maturing in 2025.

In March 2025, we redeemed the $ 400.0 million senior notes due April 2025 using cash on hand .

STANDBY LETTERS OF CREDIT

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Such letters of credit typically have an initial term of one year , renew automatically and can only be modified or canceled with the approval of the beneficiary.

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

Except for $ 9.6 million of letters of credit related to acquisitions completed in 2024, 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, 2025 are summarized by purpose in the table below:

Risk management insurance $ 10.1

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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 $ 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.

As stated in Note 2 , our lease liabilities totaled $ 624.9 million as of March 31, 2025.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 33.5 million as of March 31, 2025.

As described in Note 9 , our asset retirement obligations totaled $ 429.5 million as of March 31, 2025.

LITIGATION AND ENVIRONMENTAL MATTERS

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

in millions September 30

in millions March 31

2025 December 31

2023 September 30

2024 March 31

Continuing operations $ 47.7 $ 47.9 $ 33.2

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Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement to settle with the EPA/DOJ and negotiated a Consent Decree.

The Consent Decree has been lodged with the court.

The court granted the motion to enter the Consent Decree in December 2024.

Occidental thereafter filed an appeal challenging the entry of the Consent Decree.

The appeal remains pending.

Vulcan’s portion of the settlement is within the immaterial loss recorded for this matter in 2015.

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Occidental is seeking cost recovery and contribution under CERCLA for costs related to the River.

This lawsuit is currently stayed pending adjudication of the Consent Decree.

This lawsuit is currently stayed.

In another related proceeding, Occidental filed a lawsuit in March 2023 against Vulcan and 39 other defendants in United States District Court for the District of New Jersey, Newark Vicinage seeking cost recovery and contribution under CERCLA for costs related to the upper 9 miles of the River.

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The December 2022 Phase 2 judgment did not address numerous of Texas Brine’s claims seeking hundreds of millions of dollars in damages that were dismissed prior to trial.

Texas Brine has appealed those judgments.

We cannot at this time reasonably estimate the range of liability, if any, that could result if an appellate court reverses any of the trial court’s decisions.

Texas Brine appealed those judgments.

In December 2024, the Court of Appeal affirmed the dismissal of most of those damage claims but remanded the dispute to the District Court for further adjudication of an indemnity claim under one of the agreements.

Vulcan and Texas Brine have each sought discretionary review of the Court of Appeal's December 2024 rulings.

We cannot at this time reasonably estimate the range of liability, if any, that could result from Texas Brine's indemnity claim or should the Louisiana Supreme Court exercise jurisdiction to review any of the December 2024 appellate court rulings.

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

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▪ HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order directing Calmat Co., a Vulcan subsidiary (hereinafter "Vulcan") to assess, monitor, cleanup, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles.

Following an onsite and offsite investigation and pilot scale testing, the RWQCB approved a corrective action that includes leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system.

Certain on-site source control measures have been implemented, and the new treatment system is fully operational.

Currently-anticipated costs of these on-site source control activities have been fully accrued.

Following an onsite and offsite investigation and pilot scale testing, the RWQCB approved a corrective action under a Cleanup and Abatement Order (CAO) to include leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system.

Certain on-site source control measures have been implemented, and the treatment system is fully operational.

In October 2024, the RWQCB made a request under the CAO for a work plan to install additional monitoring wells and optimize and expand the existing on-site remediation system.

This request complements expansion discussions with the EPA and other stakeholders, as part of the Alternative Design Work Plan (ADWP) which was submitted in January 2025.

Currently-anticipated costs of these on-site source control activities, including those associated with this work plan, have been fully accrued.

We are also engaged in an ongoing dialogue with the EPA, Honeywell, and the Los Angeles Department of Water and Power (LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site.

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

At the EPA's request, we submitted a Supplemental Report in March 2023 and an Alternative Design Work Plan (ADWP) in May 2023.

Similar to the PDI Evaluation Report, the Supplemental Report and ADWP identified expansion of the onsite Hewitt remedy in conjunction with the offsite treatment being performed by LADWP as the preferred option for addressing contamination in offsite areas, instead of the two wells proposed by the EPA.

In conjunction with its review of the Supplemental Report, the EPA held an initial meeting with stakeholders, including LADWP, in November 2023 and has requested additional meetings to determine a path forward.

At the EPA's request, we submitted a draft Supplemental Report in March 2023 and a draft ADWP in May 2023.

Similar to the PDI Evaluation Report, the draft Supplemental Report and draft ADWP identified expansion of the onsite Hewitt remedy in conjunction with the offsite treatment being performed by LADWP as the preferred option for addressing contamination in offsite areas, instead of the two wells proposed by the EPA.

In conjunction with its review of the draft Supplemental Report, the EPA held an initial meeting with stakeholders, including LADWP, in November 2023.

Since that time, Vulcan has participated in several additional meetings and responded to several rounds of comments.

After receiving final comments from the LADWP, EPA and the RWQCB, Vulcan submitted a final Supplemental Report to the EPA in April 2025.

In December 2019, Honeywell agreed with LADWP to build a water treatment system (often referred to as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes.

Honeywell contends that some of the contamination to be remediated by the treatment system it is building originated from the Hewitt Landfill and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing and implementing the second interim remedy.

During the fourth quarter of 2021, we completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount.

During the fourth quarter of 2021, we completed a partial settlement with Honeywell related to certain costs that Honeywell has incurred for an immaterial amount.

In March 2023, Honeywell filed a lawsuit against Vulcan and a third party alleging that Honeywell has incurred more than $ 11 million in costs to resolve its liability to the EPA and that it estimates that it will spend in excess of $ 100 million to construct and operate its water treatment system.

Honeywell seeks an "equitable share of necessary response costs" from the defendants.

Honeywell seeks an "equitable share of necessary response costs" from Vulcan and the third party, which claims indemnity from Vulcan.

Discussions are ongoing with Honeywell regarding the reasonable costs Honeywell has incurred.

We are also gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area.

Based on this technical information, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell.

Based on this technical information and recent settlement discussions, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell.

This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

2 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.

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

The NHW system commenced operation in late 2024, and the NHC system is expected to commence operation in 2025.

Both systems will 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.

16 unchanged sentences

On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Known Trends or Uncertainties).

On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2 " Management’s Discussion and Analysis of Financial Condition and Results of Operations " under the caption "Known Trends or Uncertainties").

In July 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult.

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 by the end of the first quarter of 2025.

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

7 unchanged sentences

The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.

The liability is accreted through charges to operating expenses.

If the ARO is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement.

The ARO liability is accreted through charges to operating expenses.

If the ARO liability is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement.

ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

3 unchanged sentences

ARO operating costs are reported in cost of revenues.

AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs are as follows:

ARO liabilities are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our ARO liabilities are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

ARO balance at beginning of period $ 334.1 $ 311.6 $ 324.1 $ 311.3

ARO liability balance at beginning of period $ 427.4 $ 324.1

Liabilities incurred 0.0 0.0

2 unchanged sentences

Revisions, net 3.7 ( 0.1 )

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.

ARO liability balance at end of period $ 429.5 $ 325.7

The increase in ARO liabilities from the prior year primarily relates to acquisitions completed in 2024 (see Note 1 6 ) and cost adjustments for a number of aggregates properties in California that are being reclaimed for alternative uses post mining.

BENEFIT PLANS

6 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

6 unchanged sentences

Pretax amortization from AOCI $ 1.2 $ 1.5

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.

The contributions to pension plans for the three months ended March 31, 2025 and 2024, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods.

POSTRETIREMENT PLANS

4 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

5 unchanged sentences

Pretax amortization from AOCI

$ 0.2 $ 0.0 $ 0.6 $ ( 0.1 )

DEFINED CONTRIBUTION PLANS

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

In addition to our pension and postretirement plans, we sponsor seven defined contribution 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 $ 67.2 million and $ 58.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Expense recognized in connection with these matching obligations totaled $ 17.0 million and $ 30.4 million for the three months ended March 31, 2025 and 2024, respectively.

OTHER COMPREHENSIVE INCOME

3 unchanged sentences

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

in millions September 30

in millions March 31

2025 December 31

2023 September 30

2024 March 31

Cash flow hedges $ ( 17.3 ) $ ( 17.7 ) $ ( 19.0 )

Pension and postretirement plans ( 108.7 ) ( 109.7 ) ( 123.1 )

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

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

Total AOCI $ ( 126.0 ) $ ( 127.4 ) $ ( 142.1 )

Changes in AOCI, net of tax, for the three months ended March 31, 2025 are as follows:

in millions Cash Flow

2 unchanged sentences

Benefit Plans Total

Balances as of December 31, 2023 $ ( 19.4 ) $ ( 124.4 ) $ ( 143.8 )

AOCI Balances as of December 31, 2024 $ ( 17.7 ) $ ( 109.7 ) $ ( 127.4 )

Amounts reclassified from AOCI 0.4 1.0 1.4

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

AOCI Balances as of March 31, 2025 $ ( 17.3 ) $ ( 108.7 ) $ ( 126.0 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

12 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 September 30, 2024, December 31, 2023 and September 30, 2023.

There were no shares held in treasury as of March 31, 2025, December 31, 2024 and March 31, 2024.

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 September 30

in millions, except average price March 31

2025 December 31

2023 September 30

2024 March 31

Number of shares purchased and retired 0.2 0.3 0.1

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

As of March 31, 2025, 6,647,118 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

Three Months Ended

September 30 Nine Months Ended

in millions, except per share data 2025 2024

12 unchanged sentences

Balance at beginning of period $ 23.9 $ 24.5

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

Earnings attributable to noncontrolling interest 0.5 0.2

3 unchanged sentences

Our operating segments are based on our internal management reporting structure.

We continually assess our internal management reporting structure and the financial information evaluated by our Chief Operating Decision Maker (CODM) to determine whether any changes have occurred that would impact segment reporting.

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 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.

This change in our reporting segments had no impact on previously reported consolidated financial results.

Our chief operating decision maker, the Chairman and Chief Executive Officer, evaluates our operating results through reportable segment gross profit.

This financial metric is used to review operating trends, perform analytical comparisons between periods and monitor budget-to-actual variances on a monthly basis in order to assess performance and allocate resources.

We have three operating (and reportable) segments organized around our principal product lines:

4 unchanged sentences

These intersegment sales are made at local market prices for the particular grade and quality of product used in the production of asphalt mix and ready-mixed concrete and are excluded from total revenues.

Management reviews earnings from these reporting segments principally at the gross profit level.

SEGMENT FINANCIAL DISCLOSURE

Three Months Ended

September 30 Nine Months Ended

in millions 2025 2024

1 unchanged sentence

$ 1,335.9 $ 1,291.3

381.1 347.2 918.5 854.3

174.4 364.6 489.9 993.3

Concrete 177.0 148.3

Segment sales $ 1,721.6 $ 1,625.8

Aggregates intersegment sales ( 87.0 ) ( 80.1 )

Total revenues $ 2,003.9 $ 2,185.8 $ 5,564.0 $ 5,947.6

Total $ 1,634.6 $ 1,545.7

Cost of Revenues

Aggregates $ ( 891.6 ) $ ( 907.9 )

Asphalt ( 203.9 ) ( 181.5 )

6.5 26.0 8.2 50.7

Concrete ( 173.8 ) ( 151.4 )

Total $ ( 1,269.3 ) $ ( 1,240.8 )

Aggregates $ 357.3 $ 303.3

Asphalt 4.8 4.7

Concrete 3.2 ( 3.1 )

Total $ 365.3 $ 304.9

Reconciliation to Pretax Earnings

Selling, administrative and general expenses $ ( 138.3 ) $ ( 129.7 )

Other operating income (expense), net ( 0.6 ) ( 2.3 )

Other nonoperating income (expense), net ( 2.6 ) ( 0.3 )

Interest expense, net ( 59.7 ) ( 39.1 )

Earnings from continuing operations before income taxes $ 164.1 $ 133.5

1 Includes product sales (crushed stone, sand and gravel, sand and other aggregates), freight & delivery costs that we pass along to our customers, and service revenues (see Note 4 ) related to our aggregates business.

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

SEGMENT FINANCIAL DISCLOSURE (CONTINUED)

Three Months Ended

in millions 2025 2024

Depreciation, Depletion, Accretion and Amortization 1

1 unchanged sentence

Asphalt 12.0 8.9

10.9 20.5 34.9 60.4

Concrete 15.4 12.3

Other 8.6 6.2

Total $ 186.4 $ 150.9

Capital Expenditures 2

Aggregates $ 91.2 $ 99.5

Asphalt 5.1 6.1

Concrete 6.8 2.1

Corporate 2.2 0.1

Total $ 105.3 $ 107.8

Identifiable Assets 3

1 unchanged sentence

Asphalt 815.0 630.6

794.8 1,512.4

Concrete 1,043.3 896.4

Total identifiable assets 4

$ 16,210.2 $ 13,343.8

General corporate assets 309.0 267.0

Cash and cash equivalents and restricted cash 192.9 300.1

Total assets $ 14,351.9 $ 14,620.5

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

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.

Total $ 16,712.1 $ 13,910.9

1 Depreciation, Depletion, Accretion & Amortization (DDA&A) for each segment is included in cost of revenues.

2 Capital expenditures include changes in accruals for purchases of property, plant & equipment.

Capital expenditures exclude property, plant & equipment obtained by business acquisitions.

3 Certain temporarily idled assets are included within a segment's Identifiable Assets, but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

4 The increase in total identifiable assets is primarily due to acquisitions completed in 2024 (see Note 16 for additional information).

SUPPLEMENTAL CASH FLOW INFORMATION

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

Nine Months Ended

Three Months Ended

in millions 2025 2024

4 unchanged sentences

Accruals for purchases of property, plant & equipment $ 33.2 $ 18.9

Note received from sale of business 0.9 0.0

Recognition of new and revised lease obligations for

Recognition of new and revised lease obligations:

Operating lease right-of-use assets 54.0 13.8

Finance lease right-of-use assets 2.7 0.9

Consideration payable to seller in business acquisitions 6.7 0.0

1 Excludes changes in accruals.

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired.

1 unchanged sentence

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.

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.

There were no charges for goodwill impairment in the three-month periods ended March 31, 2025 and 2024.

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 September 30, 2024 are shown below:

Changes in the carrying amount of goodwill by reportable segment from December 31, 2024 to March 31, 2025 are shown below:

in millions Aggregates Asphalt Concrete Total

2 unchanged sentences

27.5 0.0 0.0 27.5

Goodwill impairment

Goodwill of divested businesses 1

( 0.6 ) 0.0 0.0 ( 0.6 )

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

1 See Note 16 for acquisitions.

Goodwill at March 31, 2025 $ 3,700.1 $ 91.6 $ 23.3 $ 3,815.0

1 See Note 16 for acquisitions and divestitures.

ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

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

2025 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2025, we completed no business acquisitions.

2024 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2024, we acquired operations in North Carolina for cash consideration of $ 12.3 million.

For the full year 2024, including adjustments made in the current year, we acquired the following operations for total consideration of $ 2,299.0 million ($ 2,261.4 million cash and $ 37.6 million noncash):

▪ Alabama — aggregates, asphalt mix and construction paving operations

▪ California – asphalt terminal operations

▪ California — aggregates, asphalt and ready-mixed concrete operations

▪ North Carolina — aggregates operations

▪ South Carolina — aggregates operations

▪ 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 working capital adjustments) of assets acquired and liabilities assumed are summarized below:

While none of these acquisitions were individually material, our fourth quarter acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P.

(Superior) were collectively material.

The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan, Wake Stone and Superior as if they were combined as of January 1, 2023.

The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of these acquisitions.

Consistent with the assumed acquisition date of January 1, 2023, the pro forma information excludes transactions between Vulcan, Wake Stone and Superior.

The following pro forma information also includes:

1) charges directly attributable to the acquisitions, including acquisition related expenses;

2) cost of sales related to the sale of acquired inventory marked up to fair value;

3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets;

4) interest expense reflecting the new debt structure;

and 5) tax effects of the business combination:

in millions Three Months Ended

March 31, 2024

Supplemental Pro Forma Results

Total revenues $ 1,644.0

Net earnings attributable to Vulcan 77.0

The unaudited pro forma results above may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of 2023, nor does it intend to be a projection of future results.

The fair value of consideration transferred for the Wake Stone and Superior acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment as well as working capital adjustments) of assets acquired and liabilities assumed are summarized below:

in millions March 31

Fair Value of Purchase Consideration

Cash $ 2,054.6

Payable to seller 37.6

Total fair value of purchase consideration $ 2,092.2

Identifiable Assets Acquired and Liabilities Assumed

Accounts and notes receivable, net $ 7.6

Inventories $ 35.0

Property, plant & equipment 1,915.5

Intangible assets

Contractual rights in place 30.8

Other liabilities assumed ( 8.8 )

Identifiable intangible assets 248.8

Other assets 62.2

Asset retirement obligations ( 46.5 )

Deferred tax liabilities ( 310.5 )

Other liabilities ( 173.7 )

Net identifiable assets acquired $ 1,730.8

Goodwill $ 361.4

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;

As a collective result of the Wake Stone and Superior acquisitions, as well as other immaterial acquisitions completed in 2024, we recognized $ 279.7 million of amortizable intangible assets and $ 370.4 million of goodwill.

The amortizable intangible assets will be amortized against earnings over a weighted-average of approximately 20 years and will be deductible for income tax purposes over 15 years.

The $ 370.4 million of goodwill primarily represents deferred tax liabilities generated from carrying over the seller's tax basis in the assets acquired as well as synergies expected to be realized from acquiring established businesses 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.

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.

Of the total goodwill recognized, $ 60.0 million will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

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

In 2025, 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 estimated 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 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 )

▪ First quarter — non-strategic aggregates locations in rural West Texas with limited reserves resulting in an immaterial gain

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

No material assets met the criteria for held for sale at March 31, 2025, December 31, 2024 or March 31, 2024.

NEW ACCOUNTING STANDARDS

1 unchanged sentence

ACCOUNTING STANDARDS PENDING ADOPTION

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures,” which requires enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance.

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 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.

In December 2023, the Financial Accounting Standards Board (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.

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

We are assessing the effect of this ASU on our disclosures that will be included in our Form 10-K for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disaggregated disclosure of prescribed expense categories within relevant income statement captions.

The new standard is effective for fiscal years beginning after December 15, 2026 and is to be applied prospectively.

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

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