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Item 2. Management’s Discussion and Analysis

2025-04-30 compared with 2024-10-30 · 124 added, 203 removed, 391 unchanged (46% of the section changed)

16 unchanged sentences

No material part of our business depends upon any single customer whose loss would have a significant adverse effect on our business.

In 2023, our five largest customers accounted for less than 8% of our total revenues, and no single customer accounted for more than 3% of our total revenues.

In 2024, our five largest customers accounted for approximately 8% of our total revenues, and no single customer accounted for more than 3% of our total revenues.

Although approximately 40% to 55% of our aggregates shipments have historically been used in publicly-funded construction, such as highways, airports and government buildings, a relatively small portion of our sales are made directly to federal, state, county or municipal governments/agencies.

13 unchanged sentences

EXECUTIVE SUMMARY

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2024

Compared to third quarter of 2023:

▪ Total revenues decreased $181.9 million, or 8%, to $2,003.9 million

▪ Gross profit decreased $25.8 million, or 4%, to $565.2 million

▪ Aggregates segment sales decreased $56.0 million, or 3%, to $1,572.4 million

▪ Aggregates segment freight-adjusted revenues decreased $7.7 million, or 1%, to $1,228.0 million

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2025

Compared to first quarter of 2024:

▪ Total revenues increased $88.9 million, or 6%, to $1,634.6 million

▪ Gross profit increased $60.4 million, or 20%, to $365.3 million

▪ Aggregates segment sales increased $44.6 million, or 3%, to $1,335.9 million

▪ Aggregates segment freight-adjusted revenues increased $60.6 million, or 6%, to $1,052.0 million

▪ Shipments decreased 1%, or 0.4 million tons, to 47.8 million tons

▪ Freight-adjusted sales price increased 7.0%, or $1.44 per ton, to $22.03

▪ Aggregates segment gross profit decreased $10.6 million, or 2%, to $498.5 million

▪ Aggregates segment gross profit increased $54.0 million, or 18%, to $357.3 million

▪ Unit profitability (as measured by gross profit per ton) increased 19% to $7.48 per ton

▪ Asphalt and Concrete segment gross profit decreased $15.2 million to $66.7 million, collectively

▪ Selling, administrative and general (SAG) expenses decreased $14.8 million (20 basis points as a percentage of total revenues)

▪ Operating earnings decreased $81.8 million, or 20%, to $337.1 million

▪ Asphalt and Concrete segment gross profit increased $6.4 million to $8.0 million, collectively

▪ Selling, administrative and general (SAG) expenses increased $8.6 million (10 basis points as a percentage of total revenues)

▪ Operating earnings increased $53.5 million, or 31%, to $226.4 million

▪ Earnings attributable to Vulcan from continuing operations were $0.98 per diluted share compared to $0.78 per diluted share

▪ Adjusted earnings attributable to Vulcan from continuing operations were $1.00 per diluted share compared to $0.80 per diluted share

▪ Net earnings attributable to Vulcan were $207.6 million, a decrease of $68.9 million, or 25%

▪ Adjusted EBITDA was $580.6 million, a decrease of $21.6 million, or 4%

▪ Net earnings attributable to Vulcan were $128.9 million, an increase of $26.2 million or 26%

▪ Adjusted EBITDA was $410.9 million, an increase of $87.4 million, or 27%

▪ Returned capital to shareholders via dividends of $66.0 million at $0.49 per share versus $62.0 million at $0.46 per share

Results and activities in the third quarter evidence the consistent execution of our two-pronged strategy to generate durable growth.

We continue to enhance our core through expansion of our aggregates gross profit per ton, which increased 9% in the third quarter.

In addition, our industry-leading cash gross profit per ton increased 10% in the third quarter and has grown by double-digits for eight consecutive quarters.

We also recently announced the acquisition of Wake Stone Corporation, a leading pure-play aggregates producer, that will expand our reach in high-growth geographies in the Carolinas.

Our Vulcan Way of Selling and Vulcan Way of Operating disciplines remain fundamental to compounding profitability across our franchise and successfully integrating new operations.

Capital expenditures, including maintenance and growth projects, were $104.3 million in the third quarter and $402.2 million on a year-to-date basis.

▪ Returned capital to shareholders via share repurchases of $38.1 million at $224.36 average price per share compared to $18.8 million at $265.44 average price per share

The combination of our aggregates-led business and our consistent focus on our Vulcan Way of Selling and Vulcan Way of Operating disciplines resulted in strong earnings growth and margin expansion in the first quarter.

Adjusted EBITDA increased 27%, and Adjusted EBITDA margin expanded 420 basis points over the prior year.

Aggregates gross profit per ton improved 19%, and cash gross profit per ton improved 20%, with widespread improvements across our footprint.

Our commercial and operational execution support our full-year outlook to deliver another year of earnings growth in 2025.

Capital expenditures, including maintenance and growth projects, were $105.3 million in the first quarter.

During 2025, we expect to spend between $750 million and $800 million on maintenance and growth projects.

During the quarter, we returned $60.8 million to shareholders through dividends, a 6% increase versus the prior year.

Interest expense, net of interest income, was $38.4 million in the third quarter compared with $46.6 million in the prior year.

During the quarter, we returned $104.1 million to shareholders through $38.1 million of common stock repurchases and $66.0 million of dividends, a 29% increase versus the prior year.

We used $400.0 million of cash on hand to redeem our 2025 notes this quarter, resulting in a ratio of total debt to trailing-twelve months Adjusted EBITDA of 2.3 times (2.2 times on a net debt basis, reflecting $192.9 million of cash on hand).

We remain well positioned for continued growth with a strong liquidity position and balance sheet profile.

As of September 30, 2024, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.7 times, below our stated long-term target leverage range of 2.0 to 2.5 times.

On a trailing twelve months basis, return on invested capital improved 70 basis points over the prior year to 16.1%.

The acquisition of Wake Stone Corporation is consistent with our disciplined capital allocation priorities and aggregates-led strategy of continuing to expand our reach to better serve more high-growth regions in the United States, most notably with this transaction in Raleigh, North Carolina.

The acquisition is expected to provide more than 60 years of quality hard rock reserves.

We expect to close the transaction during the fourth quarter of this year, subject to the satisfaction of customary closing conditions.

While significant weather disruptions have impacted construction activity through the first nine months of the year, overall demand fundamentals continue to underpin long-term growth.

The pricing environment remains positive, and we continue to execute well.

Given the decline in shipments to date and continued weather events so far in the fourth quarter, we now expect full-year Adjusted EBITDA of approximately $2,000 million.

As we look to 2025, we expect aggregates price to improve high-single digits, costs to benefit from moderating inflation and our Vulcan Way of Operating discipline, and most importantly cash gross profit per ton to continue expanding at double-digit levels.

A demand backdrop underpinned by growth in public construction activity and an improving private demand environment should lead to volume growth in 2025.

Our steadfast focus to execute at the highest level – both commercially and operationally – positions us well to capitalize on improving volume and grow earnings.

Our weighted-average debt maturity was 13.4 years, and our total weighted-average effective interest rate was 5.00%.

Interest expense, net of interest income, was $59.7 million in the first quarter compared with $39.1 million in the prior year.

The $20.6 million increase is primarily due to a higher debt level resulting from the November 2024 notes issuances.

On a trailing-twelve months basis, return on invested capital was 16.2%, a 10 basis points decrease over the prior year, primarily resulting from the fourth quarter 2024 acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix Concrete, L.P.

Our execution in the first quarter was strong, and we reiterate our full-year outlook to deliver $2,350 million to $2,550 million of Adjusted EBITDA.

We continue to monitor the impact on overall economic activity from the uncertainty surrounding trade policy and the trajectory of interest rates.

As always, we are focused on the things we can control.

Our continued execution of our strategic disciplines has and will continue to lead to attractive cash generation and value creation for our shareholders regardless of external headwinds.

RESULTS OF OPERATIONS

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Three Months Ended

September 30 Nine Months Ended

in millions, except per share and per unit data 2025 2024

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

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

Operating earnings 226.4 172.9

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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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Freight-adjusted sales price $ 22.03 $ 20.59

Tons 4.1 4.0 10.2 10.1

Average sales price $ 81.32 $ 77.83

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1 Non-GAAP measures are defined and reconciled within this Item 2 under the caption " Reconciliation of Non-GAAP Financial Measures ".

THIRD QUARTER 2024 COMPARED TO THIRD QUARTER 2023

Third quarter 2024 total revenues were $2,003.9 million, down 8% from the third quarter of 2023.

Shipments decreased in aggregates (-10%), decreased in ready-mixed concrete (-56%) and increased in asphalt mix (+1%).

Gross profit decreased in the Aggregates segment (-$10.6 million or 2%) and increased in the Asphalt segment (+$4.3 million or 8%).

Concrete segment gross profit decreased by $19.5 million (-75%) in part as a result of the divestiture of our operations in Texas in November 2023 (see Note 16 to the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the third quarter of 2024 were $207.6 million, or $1.56 per diluted share, compared to $276.5 million, or $2.07 per diluted share, in the third quarter of 2023.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the third quarter of 2024 include:

▪ pretax charges of $86.6 million associated with a goodwill impairment

▪ pretax charges of $0.8 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $1.8 million

▪ $1.9 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the third quarter of 2023 include:

▪ pretax charges of $28.3 million associated with long-lived asset impairments

▪ pretax charges of $1.2 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $3.8 million

▪ $5.0 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $2.22 per diluted share for the third quarter of 2024 compared to $2.29 per diluted share for the third quarter of 2023.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the third quarter of 2024 versus the third quarter of 2023 are summarized below:

Third quarter 2023

Lower aggregates gross profit

Higher asphalt gross profit 4.3

Lower concrete gross profit (19.5)

Lower selling, administrative and general expenses 14.8

Lower gain on sale of property, plant & equipment and businesses (4.1)

Higher impairment charges

Lower interest expense, net 8.2

All other (5.8)

Third quarter 2024

Third quarter Aggregates segment gross profit decreased 2% to $498.5 million (increased 9% to $8.63 on a per ton basis), and gross profit margin expanded 40 basis points.

Cash gross profit per ton increased 10% to $10.89 per ton, despite lower shipments and harsh weather conditions throughout the quarter.

Improvements in unit profitability were widespread across our footprint.

Aggregates shipments decreased 10% compared to the prior year.

Shipments across the Southeast were impacted by significant rainfall in July, followed by numerous hurricanes and severe storms in August and September.

The prior year's third quarter included fewer severe weather events.

The pricing environment remained positive across our footprint.

Freight-adjusted selling prices increased 10.2%, as compared to the prior year.

Freight-adjusted unit cash cost of sales was negatively impacted by lower volume and challenging, weather-affected operating conditions;

freight-adjusted cash cost of sales dollars remained flat compared to the prior year.

Overall, non-aggregates segments gross profit of $66.7 million was $15.2 million lower than the prior year’s third quarter.

Asphalt segment gross profit of $60.2 million was up $4.3 million from the prior year’s third quarter, and cash gross profit of $72.2 million was a 12% improvement over the prior year.

Asphalt mix shipments increased 1%, and pricing increased 6.1%.

Concrete segment gross profit of $6.5 million was down $19.5 million from the prior year's third quarter, and cash gross profit of $17.4 million was a 63% decrease from the prior year.

The prior year's third quarter included results from the previously divested operations in Texas which accounted for the majority of the year-over-year decline in cash gross profit.

SAG expense was $129.1 million for the third quarter compared to $143.9 million in the prior year.

As a percent of total revenues, SAG expense was 6.4% in the third quarter, a 20 basis point improvement compared to the prior year.

Gain on sale of property, plant & equipment and businesses was $0.2 million in the third quarter of 2024 compared to $4.3 million in the third quarter of 2023.

During the third quarter of 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

During the third quarter of 2023, our concrete assets in Texas were classified as held for sale, resulting in a pretax long-lived asset impairment charge of $28.3 million ($21.1 million after tax).

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and net rental income (expense), was $12.6 million of expense for the third quarter of 2024 compared to $4.2 million of expense in the third quarter of 2023.

Other nonoperating income (expense), net was $3.8 million of expense for the third quarter of 2024 compared to $6.4 million of expense in the third quarter of 2023.

Net interest expense was $38.4 million in the third quarter of 2024 compared to $46.6 million in the third quarter of 2023.

Income tax expense from continuing operations was $85.2 million in the third quarter of 2024 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, the majority of which was non-tax deductible.

Earnings attributable to Vulcan from continuing operations were $1.57 per diluted share in the third quarter of 2024 compared to $2.09 per diluted share in the third quarter of 2023.

DISCONTINUED OPERATIONS — Third quarter pretax loss from discontinued operations was $1.8 million in 2024 compared with a pretax loss of $3.8 million in 2023.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

YEAR-TO-DATE SEPTEMBER 30, 2024 COMPARED TO YEAR-TO-DATE SEPTEMBER 30, 2023

Total revenues for the first nine months of 2024 were $5,564.0 million, down 6% from the first nine months of 2023.

Shipments decreased in aggregates (-7%), decreased in ready-mixed concrete (-55%) and increased in asphalt mix (+1%).

Gross profit increased in the Aggregates (+$18.0 million or 1%) and Asphalt (+$10.6 million or 9%) segments.

Concrete segment gross profit decreased by $42.5 million (-84%) in part as a result of the divestiture of our operations in Texas in November 2023 (see Note 16 to the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the first nine months of 2024 were $618.2 million, or $4.65 per diluted share, compared to $705.8 million, or $5.28 per diluted share, in the first nine months of 2023.

FIRST QUARTER 2025 COMPARED TO FIRST QUARTER 2024

First quarter 2025 total revenues were $1,634.6 million, up 6% from the first quarter of 2024.

Shipments decreased in aggregates (-1%) and increased in asphalt mix (+4%) and ready-mixed concrete (+15%).

Gross profit increased in the Aggregates segment

(+$54.0 million or 18%) and the Concrete segment (+$6.3 million or 204%) and remained flat in the Asphalt segment.

Net earnings attributable to Vulcan for the first quarter of 2025 were $128.9 million, or $0.97 per diluted share, compared to $102.7 million, or $0.77 per diluted share, in the first quarter of 2024.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the first nine months of 2024 include:

▪ pretax charges of $86.6 million associated with a goodwill impairment

▪ pretax charges of $1.0 million associated with divested operations

Net earnings attributable to Vulcan for the first quarter of 2025 include:

▪ pretax charges of $1.2 million associated with non-routine acquisitions

1 unchanged sentence

▪ $1.7 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the first nine months of 2023 include:

▪ pretax net gain of $15.2 million related to the sale of real estate in Illinois

▪ pretax charges of $28.3 million associated with long-lived asset impairments

▪ pretax charges of $4.7 million associated with divested operations

Net earnings attributable to Vulcan for the first quarter of 2024 include:

▪ pretax charges of $0.1 million associated with non-routine acquisitions

1 unchanged sentence

▪ $1.6 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $5.37 per diluted share for the first nine months of 2024 compared to $5.54 per diluted share for the first nine months of 2023.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date September 30, 2024 versus year-to-date September 30, 2023 are summarized below:

Year-to-date September 30, 2023

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $1.00 per diluted share for the first quarter of 2025 compared to $0.80 per diluted share for the first quarter of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the first quarter of 2025 versus the first quarter of 2024 are summarized below:

First quarter 2024

Higher aggregates gross profit 54.0

Higher asphalt gross profit 0.1

Lower concrete gross profit (42.5)

Lower selling, administrative and general expenses

Lower gain on sale of property, plant & equipment and businesses (18.2)

Higher impairment charges

Lower interest expense, net 24.5

Higher concrete gross profit

Higher selling, administrative and general expenses

Higher gain on sale of property, plant & equipment and businesses

Higher interest expense, net (20.6)

All other (7.4)

Year-to-date September 30, 2024

Aggregates segment sales for the first nine months of 2024 were $4,477.3 million (down 1%), and shipments decreased 7%, or 13.2 million tons, compared to the prior year.

Aggregates segment gross profit was $1,330.3 million ($8.01 per ton) in the first nine months of 2024 versus $1,312.3 million ($7.32 per ton) in the prior year.

On a year-to-date basis, cash gross profit per ton increased 11% to $10.31 per ton.

Freight-adjusted selling prices increased 10.9% as compared to the prior year.

Freight-adjusted unit cost of sales for the first nine months of 2024 increased 12%, or $1.37 per ton, versus the prior year.

Asphalt segment gross profit of $123.9 million was up $10.6 million from the first nine months of 2023, and cash gross profit of $155.8 million was an 11% improvement over the prior year.

Asphalt mix shipments increased 1%, and average unit selling prices increased 5.4%, or $4.05 per ton.

Concrete segment gross profit of $8.2 million was down $42.5 million from the first nine months of 2023, and cash gross profit of $43.1 million was a 61% decrease from the prior year.

The prior year included results from our previously divested operations in Texas.

SAG expenses were $393.0 million (7.1% of total revenues) versus $400.4 million (6.7% of total revenues) in the prior year’s first nine months.

Gain on sale of property, plant & equipment and businesses was $4.6 million in the first nine months of 2024 versus $22.8 million in the first nine months of 2023.

The 2023 amount includes a net pretax gain of $15.2 million from the sale of real estate associated with a former recycled concrete facility in Illinois.

For the nine months ended September 30, 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

For the nine months ended September 30, 2023, we recognized a pretax long-lived asset impairment charge of $28.3 million ($21.1 million after tax) related to the fourth quarter divestiture of our concrete assets in Texas.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and net rental income (expense), was $23.9 million of expense for the first nine months of 2024 compared to $13.1 million of expense in the first nine months of 2023.

Other nonoperating income (expense), net was $12.7 million of expense for the first nine months of 2024 compared to $5.3 million of expense in the first nine months of 2023.

Net interest expense was $117.7 million in the first nine months of 2024 compared to $142.2 million in the first nine months of 2023.

The decrease in interest expense reflects the first quarter 2024 redemption of $550.0 million senior notes due 2026.

Income tax expense from continuing operations was $208.5 million in the first nine months of 2024 compared to $194.4 million in 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.

Earnings attributable to Vulcan from continuing operations were $4.68 per diluted share in the first nine months of 2024 compared to $5.34 per diluted share in the first nine months of 2023.

DISCONTINUED OPERATIONS — First nine months pretax loss from discontinued operations was $6.8 million in 2024 compared with $11.7 million in 2023.

First quarter 2025

First quarter Aggregates segment gross profit increased 18% to $357.3 million (increased 19% to $7.48 on a per ton basis), and gross profit margin expanded 320 basis points.

Cash gross profit per ton increased 20% to $10.63 per ton resulting from geographically widespread pricing growth and operational efficiencies.

On a trailing-twelve months basis, cash gross profit per ton was $10.99, marking the ninth consecutive quarter of double-digit compounding improvement in unit profitability.

Aggregates shipments decreased 1% compared to the prior year.

Shipments from acquisitions partially offset one less shipping day in the quarter and challenging weather, particularly in February.

Price increases effective at the beginning of the year resulted in another quarter of attractive growth.

Freight-adjusted selling prices increased 7.0% (mix-adjusted pricing increased 8.5%) compared to the prior year.

Freight-adjusted unit cash cost of sales decreased 3% ($0.33 per ton) as a result of continued operational cost discipline and moderating inflationary pressures.

Overall, non-aggregates segments gross profit of $8.0 million was $6.4 million higher than the prior year’s first quarter.

Asphalt segment gross profit of $4.8 million was in line with the prior year’s first quarter, and cash gross profit of $16.8 million was a 24% increase from the prior year.

Asphalt mix shipments increased 4%, and pricing increased 4.5%, resulting in a 19% improvement in unit cash gross profit.

Concrete segment gross profit of $3.2 million was up $6.3 million from the prior year's first quarter, and cash gross profit of $18.6 million was a 103% increase from the prior year.

Unit gross profit increased 191%, and unit cash gross profit increased 77% through a combination of improvement in the legacy business and the benefit of acquired operations.

Shipments increased 15%, and pricing increased 3.6% versus the prior year.

SAG expense was $138.3 million for the first quarter compared to $129.7 million in the prior year.

As a percent of total revenues on a trailing-twelve months basis, SAG expense was 7.2% in the first quarter, unchanged from the prior year.

Gain on sale of property, plant & equipment and businesses was $7.4 million in the first quarter of 2025 compared to $0.6 million in the first quarter of 2024.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and net rental income (expense), was $8.0 million of expense for the first quarter of 2025 compared to $2.9 million of expense in the first quarter of 2024.

Other nonoperating income (expense), net was $2.6 million of expense for the first quarter of 2025 compared to $0.3 million of expense in the first quarter of 2024.

Net interest expense was $59.7 million in the first quarter of 2025 compared to $39.1 million in the first quarter of 2024.

The increase in interest expense was primarily due to a higher debt level resulting from the November 2024 notes issuances.

Income tax expense from continuing operations was $33.8 million in the first quarter of 2025 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.

Earnings attributable to Vulcan from continuing operations were $0.98 per diluted share in the first quarter of 2025 compared to $0.78 per diluted share in the first quarter of 2024.

DISCONTINUED OPERATIONS — First quarter pretax loss from discontinued operations was $1.3 million in 2025 compared with a pretax loss of $2.3 million in 2024.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

5 unchanged sentences

If labor constraints continue, our operations may proceed at a slower pace, which may effectively extend the recovery while allowing us the opportunity to compound price, control costs and grow earnings.

Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases and other measures that could restrict international trade.

Economic pressures on our customers, including the challenges of inflation and the impact of tariffs and other trade measures, may negatively impact our shipment volumes.

We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business.

Further, the Mexican government has taken actions adverse to our property and operations in Mexico.

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Three Months Ended

September 30 Nine Months Ended

in millions, except per ton data 2024 2023 2024 2023

in millions, except per unit data

Aggregates segment

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Three Months Ended

September 30 Nine Months Ended

in millions, except per unit data 2025 2024

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Three Months Ended

September 30 Nine Months Ended

September 30 Trailing-Twelve Months

March 31 Trailing-Twelve Months

in millions 2025 2024 2025 2024

5 unchanged sentences

Loss on discontinued operations $ 1.3 $ 2.3 $ 9.2 $ 14.1

(Gain) loss on sale of real estate and businesses, net 0.0 0.0 0.0 (15.2) (51.9) 2.2

Gain on sale of real estate and businesses, net 0.0 0.0 (36.7) (67.1)

Loss on impairments 0.0 0.0 86.6 28.3

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Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Diluted Earnings Per Share

26 unchanged sentences

Trailing-Twelve Months

in millions September 30

2024 September 30

in millions March 31

2025 March 31

Adjusted EBITDA $ 2,144.7 $ 1,997.1

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Reconciliation of this metric to its nearest GAAP measure is presented below:

in millions 2024 Projected

in millions 2025 Projected Mid-point

Net earnings attributable to Vulcan $ 1,090

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Projected Adjusted EBITDA

1 Includes $150 million estimated contribution from acquisitions.

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as noted above.

8 unchanged sentences

▪ dividend payments

▪ potential acquisitions (including the proposed acquisition of Wake Stone Corporation)

▪ potential acquisitions

▪ potential share repurchases

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▪ minimize financial and other covenants that limit our operating and financial flexibility

Included in our September 30, 2024 cash and cash equivalents and restricted cash balances of $434.3 million is $1.1 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the section Restricted Cash.

Included in our March 31, 2025 cash and cash equivalents and restricted cash balances of $192.9 million is $11.6 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash".

CASH FROM OPERATING ACTIVITIES

Nine Months Ended

Three Months Ended

in millions 2025 2024

1 unchanged sentence

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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1 Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $969.5 million during the nine months ended September 30, 2024, an $85.7 million decrease compared to the same period of 2023.

The decrease was primarily attributable to changes in working capital balances.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 43.3 days at September 30, 2024 compared to 45.3 days at September 30, 2023.

Additionally, our over 90 day receivables balance was $26.3 million at September 30, 2024, a decrease of $1.8 million from the $28.1 million balance at September 30, 2023.

Net cash provided by operating activities was $251.5 million during the three months ended March 31, 2025, a $78.1 million increase compared to the same period of 2024.

The increase was primarily attributable to higher earnings after adjusting for non-cash charges for depreciation, depletion, accretion and amortization.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.3 days at March 31, 2025 compared to 43.0 days at March 31, 2024.

Additionally, our over 90 day receivables balance was $28.5 million at March 31, 2025, an increase of $5.8 million from the $22.7 million balance at March 31, 2024.

All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

CASH FROM INVESTING ACTIVITIES

Net cash used for investing activities was $641.8 million during the first nine months of 2024, a $132.6 million increase compared to the same period of 2023.

During the first nine months of 2024, we acquired businesses for $206.4 million of cash consideration whereas there were no business acquisitions in 2023 (see Note 16 to the condensed consolidated financial statements).

Additionally, the first nine months of 2023 includes the collection of a $130.0 million note receivable related to the 2022 sale of concrete operations in New Jersey, New York and Pennsylvania.

Partially offsetting these net increases to cash used for investing activities, during the first nine months of 2024, we invested $441.0 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $666.3 million in the prior year period.

Net cash used for investing activities was $126.5 million during the first three months of 2025, a $37.3 million decrease compared to the same period of 2024.

During the first three months of 2024, we acquired businesses for $12.3 million whereas there were no business acquisitions in the first three months of 2025.

Conversely, during the first three months of 2025, we sold businesses in Texas for $19.0 million whereas there were no business dispositions in the first three months of 2024 (see Note 16 to the condensed consolidated financial statements for acquisitions and divestitures).

Additionally, during the first three months of 2025, we invested $168.0 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $152.8 million in the prior year period.

This $168.0 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

CASH FROM FINANCING ACTIVITIES

Net cash used for financing activities was $842.6 million during the first nine months of 2024, a $480.1 million increase compared to cash used of $362.5 million in the same period of 2023.

The current year includes cash paid to redeem the $550.0 million senior notes due 2026 whereas the prior year includes a $100.0 million net payment on our line of credit.

Net cash used for financing activities was $532.9 million during the first three months of 2025, a $125.8 million decrease compared to cash used of $658.7 million in the same period of 2024.

The current year includes cash paid to redeem the $400.0 million senior notes due 2025 whereas the prior year includes cash paid to redeem the $550.0 million senior notes due 2026.

Additionally, we returned $104.1 million to shareholders (a $23.3 million increase over the prior year) through $66.0 million of dividends ($0.49 per share compared to $0.46 per share) and $38.1 million of common stock repurchases (170,000 shares repurchased at $224.36 average price per share in 2025 compared to 70,932 shares repurchased at $265.44 average price per share in 2024).

Certain debt measures are presented below:

in millions September 30

2024 December 31, 2023 September 30

in millions March 31

2025 December 31

2024 March 31

Current maturities of long-term debt $ 0.5 $ 400.5 $ 0.5

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we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

At September 30, 2024, total debt to trailing-twelve months Adjusted EBITDA was 1.7 times (1.5 times on a net debt basis reflecting $434.3 million of cash on hand).

At March 31, 2025, total debt to trailing-twelve months Adjusted EBITDA was 2.3 times (2.2 times on a net debt basis reflecting $192.9 million of cash on hand).

Our weighted-average debt maturity was 13.4 years, and our total weighted-average effective interest rate was 5.00%.

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.

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 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.

Covenants, borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements.

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

CURRENT MATURITIES OF LONG-TERM DEBT

The $0.5 million of current maturities of long-term debt as of September 30, 2024 is due as follows:

The $0.5 million of current maturities of long-term debt as of March 31, 2025 is due as follows:

in millions Current

Fourth quarter 2024 $ 0.0

First quarter 2025 0.5

Second quarter 2025 $ 0.0

Third quarter 2025 0.0

The above table excludes $400.0 million of notes due April 2025 as we have the intent and ability to refinance these notes on a long-term basis.

Our debt ratings and outlooks as of September 30, 2024 are as follows:

Fourth quarter 2025 0.0

First quarter 2026 0.5

Our debt ratings and outlooks as of March 31, 2025 are as follows:

Short-term Long-term Outlook

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The number of our common stock issuances and purchases for the year-to-date periods ended are as follows:

in millions September 30

2024 December 31, 2023 September 30

in millions March 31

2025 December 31

2024 March 31

Common stock shares at January 1, issued and outstanding 132.1 132.1 132.1

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Common stock shares at end of period, issued and outstanding 132.1 132.1 132.3

As of September 30, 2024, there were 6,817,118 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

As of March 31, 2025, there were 6,647,118 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions.

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The detail of our common stock purchases (all of which were open market purchases) for the year-to-date periods ended are as follows:

in millions, except average price September 30

2024 December 31, 2023 September 30

in millions, except average price March 31

2025 December 31

2024 March 31

Number of shares purchased and retired 0.2 0.3 0.1

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Average price per share

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

$ 224.36 $ 254.71 $ 265.44

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

OFF-BALANCE SHEET ARRANGEMENTS

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We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2024.

There have been no changes to our critical accounting policies during the three months ended March 31, 2025.

NEW ACCOUNTING STANDARDS

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▪ our ability to manage and successfully integrate acquisitions

▪ our proposed acquisition of Wake Stone Corporation, including:

▪ our ability to complete the transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary approvals and the satisfaction of other closing conditions to consummate the proposed transaction

▪ the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the proposed transaction

▪ failure to realize the expected benefits of the proposed transaction

▪ significant transaction costs and/or unknown or inestimable liabilities

▪ the risk that Wake Stone Corporation’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected

▪ risks related to future opportunities and plans for the combined company

▪ disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers

▪ the possibility that, if Vulcan does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Vulcan’s common stock could decline

▪ the effect of changes in tax laws, guidance and interpretations

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▪ claims that our products do not meet regulatory requirements or contractual specifications

▪ other assumptions, risks and uncertainties detailed from time to time in our periodic reports filed with the SEC

▪ other assumptions, risks and uncertainties detailed from time to time in our periodic reports filed with the Securities and Exchange Commission

All forward-looking statements are made as of the date of filing or publication.

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▪ Current Reports on Form 8-K

Our website also includes amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database ( www.sec.gov ).

Our website also includes amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database ( www.sec.gov ).

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to Denson N.

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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 2. Management’s Discussion and Analysis