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Item 1. Financial Statements

2025-07-31 compared with 2025-04-30 · 140 added, 84 removed, 791 unchanged (22% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited March 31

Unaudited June 30

2025 December 31

2024 March 31

Cash and cash equivalents $ 347.4 $ 559.7 $ 111.0

16 unchanged sentences

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

Short-term debt 550.0 0.0 95.0

Trade payables and accruals 383.5 407.0 326.6

23 unchanged sentences

Unaudited Three Months Ended

June 30 Six Months Ended

in millions, except per share data 2025 2024 2025 2024

6 unchanged sentences

Operating earnings 471.0 453.6 697.4 626.5

Other nonoperating expense, net ( 2.6 ) ( 0.3 )

Other nonoperating income (expense), net

2.4 ( 8.7 ) ( 0.2 ) ( 8.9 )

Interest expense, net ( 59.2 ) ( 40.2 ) ( 118.9 ) ( 79.3 )

Earnings from continuing operations before income taxes

414.2 404.7 578.3 538.3

Income tax expense ( 91.3 ) ( 94.4 ) ( 125.0 ) ( 123.4 )

2 unchanged sentences

Net earnings 320.8 308.3 450.2 411.2

Earnings attributable to noncontrolling interest ( 0.5 ) ( 0.2 )

(Earnings) loss attributable to noncontrolling interest 0.1 ( 0.3 ) ( 0.4 ) ( 0.6 )

Net earnings attributable to Vulcan $ 320.9 $ 308.0 $ 449.8 $ 410.6

4 unchanged sentences

Comprehensive income 322.3 309.9 453.1 414.4

Comprehensive earnings attributable to noncontrolling interest

Comprehensive (earnings) loss attributable to noncontrolling interest

0.1 ( 0.3 ) ( 0.4 ) ( 0.6 )

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited Three Months Ended

Unaudited Six Months Ended

in millions 2025 2024

16 unchanged sentences

Payment for businesses acquired, net of acquired cash and adjustments

( 5.2 ) ( 193.4 )

Other, net 1.0 0.0

1 unchanged sentence

Financing Activities

Proceeds from short-term debt 0.0 103.0

Payment of short-term debt 0.0 ( 8.0 )

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

3 unchanged sentences

Share-based compensation, shares withheld for taxes ( 29.3 ) ( 24.3 )

Distribution to noncontrolling interest ( 1.5 ) 0.0

Other, net ( 0.3 ) 0.0

1 unchanged sentence

Net decrease in cash and cash equivalents and restricted cash

( 249.8 ) ( 837.6 )

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

15 unchanged sentences

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

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

Operating results for the three and six month periods ended June 30, 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 March 31, 2025 will be reflected in management’s estimates for future periods.

Events that relate to conditions arising after June 30, 2025 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

11 unchanged sentences

Inventories are as follows:

in millions March 31

in millions June 30

2025 December 31

2024 March 31

Finished products $ 574.4 $ 534.6 $ 514.2

7 unchanged sentences

Results from discontinued operations are as follows:

in millions Three Months Ended

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

Pretax loss $ ( 2.8 ) $ ( 2.7 ) $ ( 4.1 ) $ ( 5.0 )

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

1 unchanged sentence

RECLASSIFICATIONS

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.

Capitalized quarry development costs of $ 160.6 million and $ 168.3 million at June 30, 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 March 31

dollars in millions Classification on the Balance Sheet June 30

2025 December 31

2024 March 31

Operating lease ROU assets $ 700.4 $ 673.2 $ 646.9

21 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

4 unchanged sentences

Short-term lease cost 1

12.0 11.6 24.1 22.7

Variable lease cost 4.6 4.4 8.6 9.7

3 unchanged sentences

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

Cash paid for operating leases was $ 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.

Cash paid for operating leases was $ 40.2 million and $ 36.7 million for the six months ended June 30, 2025 and 2024, respectively.

Cash paid for finance leases (principal and interest) was $ 6.1 million and $ 7.3 million for the six months ended June 30, 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.

3 unchanged sentences

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.

In the second quarter of 2025, we recorded income tax expense from continuing operations of $ 91.3 million compared to $ 94.4 million in the second quarter of 2024.

The decrease in tax expense was primarily due to the release of a valuation allowance against deferred tax assets of a Canadian subsidiary resulting from a restructuring completed in the second quarter of 2025, partially offset by an increase in pretax earnings.

For the first six months of 2025, we recorded income tax expense from continuing operations of $ 125.0 million compared to $ 123.4 million for the first six months of 2024.

The increase in tax expense was primarily due to an increase in pretax earnings, partially offset by an increase in the statutory depletion deduction and the release of a valuation allowance against deferred tax assets of a Canadian subsidiary.

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

In 2025, we project an $ 8.2 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.

3 unchanged sentences

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

Subsequent to quarter end, in July 2025, President Trump signed into law H.R.1 - One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and an increased business interest expense limitation, as well as certain modifications to the international tax framework.

Changes in tax rates and laws on deferred tax balances are recognized in the period in which the legislation is enacted.

Consequently, we are in the process of evaluating all deferred tax balances under the newly enacted tax law and other changes required to our financial statements as a result of the OBBBA.

We anticipate an increase to our deferred tax liability and a reduction to income taxes payable, primarily related to the provisions for 100% bonus depreciation and full expensing of domestic research expenditures.

We do not expect any material change to our effective tax rate as a result of the OBBBA.

A summary of our deferred tax assets and liabilities is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2024.

2 unchanged sentences

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

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

Three Months Ended March 31, 2025

Our segment total revenues by geographic market for the three and six month periods ended June 30, 2025 and 2024 are disaggregated as follows:

Three Months Ended June 30, 2025

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,512.9 $ 368.9 $ 220.6 $ 2,102.4

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

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

Six Months Ended June 30, 2025

in millions Aggregates Asphalt Concrete Total

East revenues $ 920.8 $ 82.6 $ 154.7 $ 1,158.1

Gulf Coast revenues 1,591.9 143.3 3.4 1,738.6

West revenues 472.7 351.7 239.6 1,064.0

Segment sales $ 2,985.4 $ 577.6 $ 397.7 $ 3,960.7

Intersegment sales ( 223.7 ) 0.0 0.0 ( 223.7 )

Total revenues 1

$ 2,761.7 $ 577.6 $ 397.7 $ 3,737.0

Six Months Ended June 30, 2024

in millions Aggregates Asphalt Concrete Total

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

Gulf Coast revenues 1,642.0 107.1 4.5 1,753.6

West revenues 462.3 344.6 152.7 959.6

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

Intersegment sales ( 197.7 ) 0.0 0.0 ( 197.7 )

Total revenues 1

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

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

5 unchanged sentences

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

Our total service revenues were $ 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 total service revenues were $ 87.9 million ( 4.2 % of total revenues) and $ 70.2 million ( 3.5 % of total revenues) for the three months ended June 30, 2025 and 2024, respectively, and $ 132.7 million ( 3.6 % of total revenues) and $ 106.7 million ( 3.0 % of total revenues) for the six months ended June 30, 2025 and 2024, respectively.

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

10 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

8 unchanged sentences

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

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at March 31, 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.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at June 30, 2025 and 2024 were $ 320.4 million and $ 271.6 million, respectively.

The remaining period to complete the obligations at June 30, 2025 ranged from 1 month to 42 months.

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

17 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

2 unchanged sentences

Deferred revenue balance at end of period $ 141.8 $ 148.9 $ 141.8 $ 148.9

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending March 31, 2026 (reflected in other current liabilities in our March 31, 2025 Condensed Consolidated Balance Sheet).

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending June 30, 2026 (reflected in other current liabilities in our June 30, 2025 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

5 unchanged sentences

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

in millions March 31

in millions June 30

2025 December 31

2024 March 31

Level 1 Fair Value

9 unchanged sentences

dollar-denominated money market instruments).

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.

Net gains of the Rabbi Trusts’ investments were $ 1.5 million and $ 1.0 million for the six months ended June 30, 2025 and 2024, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at June 30, 2025 and 2024 were a loss of $ 1.9 million and a gain of $ 0.9 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.

10 unchanged sentences

Location Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Cash Flow Hedges

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.6 ) $ ( 1.2 ) $ ( 1.1 )

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.

For the twelve-month period ending June 30, 2026, we estimate that $ 2.4 million of the $ 16.8 million net of tax loss in AOCI will be reclassified to interest expense.

Debt is detailed as follows:

in millions Effective

Interest Rates March 31

Interest Rates June 30

2025 December 31

2024 March 31

Bank line of credit expires 2029

1 unchanged sentence

Commercial paper expires 2029

550.0 0.0 95.0

Total short-term debt $ 550.0 $ 0.0 $ 95.0

28 unchanged sentences

Estimated fair value of long-term debt $ 4,280.8 $ 4,762.6 $ 3,158.6

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.

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.

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

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 2.6 million and $ 4.5 million of net interest expense for these items for the six months ended June 30, 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.

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

Our commercial paper is fully back-stopped by our line of credit and contains covenants customary for an unsecured investment-grade facility.

As of June 30, 2025, we were in compliance with the commercial paper covenants.

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

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

As of June 30, 2025, we had $ 550.0 million in commercial paper borrowings with a 4.66 % 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.

As of June 30, 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.

2 unchanged sentences

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

As of March 31, 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.

As of June 30, 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 June 30, 2025, our available borrowing capacity under the line of credit was $ 1,575.3 million.

Utilization of the borrowing capacity was as follows:

1 unchanged sentence

▪ $ 24.7 million was used to support standby letters of credit

All of our $ 4,990.7 million (face value) of term debt (which includes $ 550.0 million of commercial paper) is unsecured.

All of our $ 4,440.7 million (face value) of term debt is unsecured.

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

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

As of June 30, 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.

5 unchanged sentences

Except for $ 5.9 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:

Our standby letters of credit as of June 30, 2025 are summarized by purpose in the table below:

Risk management insurance $ 9.8

4 unchanged sentences

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

As stated in Note 2 , our lease liabilities totaled $ 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.

As stated in Note 2 , our lease liabilities totaled $ 602.0 million as of June 30, 2025.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 30.6 million as of June 30, 2025.

As described in Note 9 , our asset retirement obligations totaled $ 447.8 million as of June 30, 2025.

LITIGATION AND ENVIRONMENTAL MATTERS

8 unchanged sentences

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

in millions March 31

in millions June 30

2025 December 31

2024 March 31

Continuing operations $ 47.5 $ 47.9 $ 33.7

60 unchanged sentences

The Louisiana Supreme Court has declined to review the judgments, resulting in final judgments regarding fault allocations in those matters.

In the second quarter of 2022, we recorded an immaterial loss related to the claims brought by Texas Brine.

In August 2022, Vulcan and Texas Brine commenced a joint “Phase 2” bench trial in the same three pipeline cases where fault was allocated.

2 unchanged sentences

During the Phase 2 trial, Texas Brine and Vulcan reached a negotiated joint stipulation as to the amount of Texas Brine’s damages for its surviving tort claims at issue in the trial.

After applying Vulcan’s 15 % fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial is within the immaterial loss recorded during the second quarter of 2022.

I n December 2022, the trial court entered a judgment in the pipeline cases reflecting this stipulation.

Texas Brine moved to assess all trial costs against Vulcan.

Texas Brine and Vulcan thereafter reached a settlement, wherein Vulcan agreed to pay a portion of Texas Brine's trial costs, the amount of which was within the remaining immaterial loss recorded in the second quarter of 2022.

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 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.

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

That decision is now final, following writ denials from the Louisiana Supreme Court.

Vulcan and Texas Brine are pursuing court-sponsored mediation in an attempt to bring all remaining disputed matters between them to final resolution, failing which a trial is contemplated for early fall.

The estimated loss from Texas Brine's remaining claim and the State of Louisiana's potential claims is within the range of the immaterial loss previously recorded in the second quarter of 2022.

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

8 unchanged sentences

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.

This request complements expansion discussions with the EPA and other stakeholders, as part of an anticipated Alternative Design Plan (ADP).

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

9 unchanged sentences

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 draft Supplemental Report in March 2023 and a draft ADWP in May 2023.

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

1 unchanged sentence

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.

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

The EPA has requested additional information related to the ADWP, which Vulcan anticipates providing in the third quarter of 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.

3 unchanged sentences

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.

The Court stayed the lawsuit until February 2025, and Vulcan has since answered the lawsuit in the first quarter of 2025.

Vulcan remains in discussions 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.

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

LADWP initially started operation of the NHW treatment system in the third quarter of 2024 but subsequently discontinued startup.

Currently, LADWP plans to re-commence operation in late 2025.

Both systems will incur costs for operation and maintenance.

34 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

2 unchanged sentences

Liabilities settled 1

( 4.7 ) ( 3.0 ) ( 11.6 ) ( 4.8 )

Accretion expense 4.8 3.6 9.0 7.1

Revisions, net

0.0 7.0 ( 0.2 ) 6.9

ARO liability balance at end of period $ 447.8 $ 334.1 $ 447.8 $ 334.1

1 Includes $1.0 million of noncash settlements related to business dispositions in 2025.

The increase in ARO liabilities from the prior year primarily relates to acquisitions completed in 2024 (see Note 16 ) and cost adjustments for a number of aggregates properties in California that are being reclaimed for alternative uses post mining.

7 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

6 unchanged sentences

Pretax amortization from AOCI $ 1.3 $ 1.5 $ 2.5 $ 3.0

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.

The contributions to pension plans for the six months ended June 30, 2025 and 2024, 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 $ 1.3 million in the second quarter of 2025.

We anticipate making total contributions of $ 9.6 million to our qualified pension plans in 2025.

POSTRETIREMENT PLANS

4 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

5 unchanged sentences

Pretax amortization from AOCI

$ 0.1 $ 0.2 $ 0.3 $ 0.3

DEFINED CONTRIBUTION PLANS

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

In addition to our pension and postretirement plans, we sponsor six 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 $ 17.0 million and $ 30.4 million for the three months ended March 31, 2025 and 2024, respectively.

Expense recognized in connection with these matching obligations totaled $ 39.6 million and $ 48.1 million for the six months ended June 30, 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 March 31

in millions June 30

2025 December 31

2024 March 31

Cash flow hedges $ ( 16.8 ) $ ( 17.7 ) $ ( 18.6 )

1 unchanged sentence

Total AOCI $ ( 124.5 ) $ ( 127.4 ) $ ( 140.6 )

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

Changes in AOCI, net of tax, for the six months ended June 30, 2025 are as follows:

in millions Cash Flow

4 unchanged sentences

Amounts reclassified from AOCI 0.9 2.0 2.9

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

AOCI Balances as of June 30, 2025 $ ( 16.8 ) $ ( 107.7 ) $ ( 124.5 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 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 March 31, 2025, December 31, 2024 and March 31, 2024.

There were no shares held in treasury as of June 30, 2025, December 31, 2024 and June 30, 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 March 31

in millions, except average price June 30

2025 December 31

2024 March 31

Number of shares purchased and retired 0.2 0.3 0.3

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

As of June 30, 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

June 30 Six Months Ended

in millions, except per share data 2025 2024 2025 2024

12 unchanged sentences

Balance at beginning of period $ 24.4 $ 24.8 $ 23.9 $ 24.5

Earnings attributable to noncontrolling interest 0.5 0.2

Distribution to noncontrolling interest ( 1.5 ) 0.0 ( 1.5 ) 0.0

Earnings (loss) attributable to noncontrolling interest ( 0.1 ) 0.3 0.4 0.6

Balance at end of period $ 22.8 $ 25.1 $ 22.8 $ 25.1

12 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

1 unchanged sentence

$ 1,649.6 $ 1,613.5 $ 2,985.4 $ 2,904.9

368.9 351.2 577.6 537.4

Concrete 220.6 167.3 397.7 315.5

21 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2025 2024 2025 2024

27 unchanged sentences

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

Three Months Ended

Six Months Ended

in millions 2025 2024

4 unchanged sentences

Accruals for purchases of property, plant & equipment $ 31.8 $ 17.5

Note received from sale of business 0.0 0.9

Recognition of new and revised lease obligations:

6 unchanged sentences

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value.

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

There were no charges for goodwill impairment in the six-month periods ended June 30, 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, 2024 to March 31, 2025 are shown below:

Changes in the carrying amount of goodwill by reportable segment from December 31, 2024 to June 30, 2025 are shown below:

in millions Aggregates Asphalt Concrete Total

4 unchanged sentences

( 0.6 ) 0.0 0.0 ( 0.6 )

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

Goodwill at June 30, 2025 $ 3,716.9 $ 91.6 $ 23.3 $ 3,831.8

1 See Note 16 for acquisitions and divestitures.

1 unchanged sentence

BUSINESS ACQUISITIONS

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.

2025 BUSINESS ACQUISITIONS — Through the six months ended June 30, 2025, we completed no business acquisitions.

2024 BUSINESS ACQUISITIONS — Through the six months ended June 30, 2024, we acquired operations in Alabama, North Carolina and Texas for total cash consideration of $ 193.4 million.

For the full year 2024, including adjustments made in the current year, we acquired the following operations for total consideration of $ 2,302.3 million ($ 2,271.3 million cash and $ 31.0 million noncash):

16 unchanged sentences

in millions Three Months Ended

March 31, 2024

June 30, 2024 Six Months Ended

June 30, 2024

Supplemental Pro Forma Results

2 unchanged sentences

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

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) of assets acquired and liabilities assumed are summarized below:

in millions June 30

Fair Value of Purchase Consideration

20 unchanged sentences

▪ 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.

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

No material assets met the criteria for held for sale at June 30, 2025, December 31, 2024 or June 30, 2024.

NEW ACCOUNTING STANDARDS

8 unchanged sentences

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