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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-04-30 · 142 added, 93 removed, 422 unchanged (36% of the section changed)

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EXECUTIVE SUMMARY

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2025

Compared to first quarter of 2024:

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2025

Compared to second quarter of 2024:

▪ Total revenues increased $88.0 million, or 4%, to $2,102.4 million

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▪ Adjusted EBITDA was $659.5 million, an increase of $56.4 million, or 9%

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

▪ 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 $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).

▪ Returned capital to shareholders via dividends of $64.7 million at $0.49 per share versus $60.9 million at $0.46 per share, an increase of 6%

Our second quarter results reflected another quarter of outstanding execution, despite weather challenges, and we carry good momentum into the remainder of the year.

Our pricing discipline and excellent cost performance have led to an 11% increase in aggregates gross profit per ton (13% increase in cash gross profit per ton), a 10% improvement in net earnings attributable to Vulcan, a 16% improvement in Adjusted EBITDA and Adjusted EBITDA margin expansion of 260 basis points through the first half of the year.

Capital expenditures, including maintenance and growth projects, were $101.5 million in the second quarter and $206.9 million on a year-to-date basis.

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

As of June 30, 2025, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 2.2 times (2.1 times on a net debt basis, reflecting $351.0 million of cash on hand) and within our target range of 2.0 to 2.5 times.

Our weighted-average debt maturity was 13.1 years, and our total weighted-average effective interest rate was 4.99%.

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

Interest expense, net of interest income, was $59.2 million in the second quarter compared with $40.2 million in the prior year.

The $19.0 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 15.9%, a 40 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.

Our execution in the first half of the year, along with an acceleration in new highway construction activity in our markets, supports our full-year outlook to deliver $2,350 million to $2,550 million of Adjusted EBITDA.

As always, we will remain focused on factors within our control, including pricing and operating disciplines that drive earnings growth and cash generation.

RESULTS OF OPERATIONS

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Three Months Ended

June 30 Six Months Ended

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

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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)

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Loss on discontinued operations, net of tax (2.1) (2.0) (3.1) (3.7)

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

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Freight-adjusted sales price $ 22.11 $ 21.00 $ 22.07 $ 20.82

Tons 3.9 4.0 6.1 6.1

Average sales price $ 81.29 $ 78.80 $ 81.30 $ 78.46

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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 ".

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.

SECOND QUARTER 2025 COMPARED TO SECOND QUARTER 2024

Second quarter 2025 total revenues were $2,102.4 million, up 4% from the second quarter of 2024.

Shipments decreased in aggregates (-1%) and asphalt mix (-3%) and increased in ready-mixed concrete (+27%).

Gross profit increased in the Aggregates segment (+$31.0 million or 6%) and the Concrete segment (+$3.8 million or 81%) and decreased in the Asphalt segment (-$1.8 million or 3%).

Net earnings attributable to Vulcan for the second quarter of 2025 were $320.9 million, or $2.42 per diluted share, compared to $308.0 million, or $2.31 per diluted share, in the second quarter of 2024.

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

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

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

▪ pretax charges of $0.6 million associated with non-routine acquisitions

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▪ $2.1 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 quarter of 2024 include:

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

▪ pretax charges of $1.0 million associated with divested operations

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

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▪ $1.1 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 $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

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $2.45 per diluted share for the second quarter of 2025 compared to $2.35 per diluted share for the second quarter of 2024.

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

Second quarter 2024

Higher aggregates gross profit 31.0

Higher asphalt gross profit 0.1

Lower asphalt gross profit (1.8)

Higher concrete gross profit 3.8

Higher selling, administrative and general expenses (10.4)

Lower gain on sale of property, plant & equipment and businesses (2.6)

Higher interest expense, net (19.0)

All other 8.5

Second quarter 2025

Continued pricing discipline and operational execution drove earnings growth and margin expansion in the Aggregates segment despite lower shipments and challenging weather conditions throughout the quarter.

Second quarter Aggregates segment gross profit increased 6% to $559.5 million ($9.44 on a per ton basis), and gross profit margin expanded to 33.9%.

Cash gross profit per ton increased 9% to $11.88 per ton.

On a trailing-twelve months basis, cash gross profit per ton was $11.25, increasing 13% over the prior year and marking a tenth consecutive quarter of double-digit compounding improvement in unit profitability.

Aggregates shipments decreased 1% compared to the prior year due in part to significant rainfall in many key Southeastern markets throughout much of the quarter.

Price growth was widespread, and freight-adjusted selling prices increased 5.3% (7.6% on a mix-adjusted basis) compared to the prior year.

In addition to the anticipated impact of recent acquisitions, second quarter reported price was also impacted by unfavorable legacy geographic mix due to the inclement weather in the Southeast.

Freight-adjusted unit cost of sales increased a modest 4% ($0.46 per ton) as a result of continued operating cost discipline despite challenging weather conditions.

Overall, non-aggregates segments gross profit of $65.7 million was $2.0 million higher than the prior year’s second quarter.

Asphalt segment gross profit was $57.2 million, and cash gross profit was $71.2 million.

Despite lower shipments, unit cash gross profit improved 5%, and gross profit margin remained a solid 15.5%.

Concrete segment gross profit was $8.5 million, and cash gross profit was $27.5 million.

Unit gross profit increased 43%, and unit cash gross profit increased 30%, due mostly to the contribution of acquired operations.

SAG expense was $144.5 million for the second quarter compared to $134.1 million in the prior year.

As a percent of total revenues on a trailing-twelve months basis, SAG expense was 7.2% in the second quarter of 2025, 10 basis points lower than the prior year.

Gain on sale of property, plant & equipment and businesses was $1.2 million in the second quarter of 2025 compared to $3.8 million in the second 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 $10.9 million of expense for the second quarter of 2025 compared to $8.3 million of expense in the second quarter of 2024.

Other nonoperating income (expense), net was $2.4 million of income for the second quarter of 2025 compared to $8.7 million of expense in the second quarter of 2024.

The year-over-year improvement was primarily related to higher foreign currency transaction gains in the current period.

Net interest expense was $59.2 million in the second quarter of 2025 compared to $40.2 million in the second 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 $91.3 million in the second quarter of 2025 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.

Earnings attributable to Vulcan from continuing operations were $2.43 per diluted share in the second quarter of 2025 compared to $2.33 per diluted share in the second quarter of 2024.

DISCONTINUED OPERATIONS — Second quarter pretax loss from discontinued operations was $2.8 million in 2025 compared with a pretax loss of $2.7 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.

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

YEAR-TO-DATE JUNE 30, 2025 COMPARED TO YEAR-TO-DATE JUNE 30, 2024

Total revenues for the first six months of 2025 were $3,737.0 million, up 5% from the first six months of 2024.

Shipments decreased in aggregates (-1%), increased in ready-mixed concrete (+21%) and remained flat in asphalt mix.

Gross profit increased in the Aggregates segment (+$85.1 million or 10%) and the Concrete segment (+$9.9 million or 617%) and decreased in the Asphalt segment (-$1.7 million or 3%).

Net earnings attributable to Vulcan for the first six months of 2025 were $449.8 million, or $3.38 per diluted share, compared to $410.6 million, or $3.08 per diluted share, in the first six months of 2024.

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

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

▪ pretax charges of $1.8 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $4.1 million

▪ $3.8 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 six months of 2024 include:

▪ pretax charges of $1.0 million associated with divested operations

▪ pretax charges of $0.9 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $5.0 million

▪ $2.7 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 $3.45 per diluted share for the first six months of 2025 compared to $3.14 per diluted share for the first six months of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date June 30, 2025 versus year-to-date June 30, 2024 are summarized below:

Year-to-date June 30, 2024

Higher aggregates gross profit 85.1

Lower asphalt gross profit

Higher concrete gross profit

Higher selling, administrative and general expenses

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

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All other 1.0

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.

Year-to-date June 30, 2025

Aggregates segment sales for the first six months of 2025 were $2,985.4 million (up 3%), and shipments decreased 1%, or 1.3 million tons, compared to the prior year.

Aggregates segment gross profit was $916.9 million ($8.57 per ton) in the first six months of 2025 versus $831.8 million ($7.68 per ton) in the prior year.

On a year-to-date basis, cash gross profit per ton increased 13% to $11.32 per ton.

Freight-adjusted selling prices increased 6.0% as compared to the prior year.

Freight-adjusted unit cost of sales for the first six months of 2025 increased 3%, or $0.37 per ton, versus the prior year.

Asphalt segment gross profit of $62.0 million was down $1.7 million from the first six months of 2024, and cash gross profit of $88.0 million was a 5% improvement over the prior year.

Asphalt mix shipments remained flat, and average unit selling prices increased 3.6%, or $2.84 per ton.

Concrete segment gross profit of $11.6 million was up $9.9 million from the first six months of 2024, and cash gross profit of $46.1 million was a 79% increase from the prior year.

SAG expenses were $282.7 million (7.6% of total revenues) versus $263.8 million (7.4% of total revenues) in the prior year’s first six months.

Gain on sale of property, plant & equipment and businesses was $8.6 million in the first six months of 2025 versus $4.4 million in the first six months 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 $19.0 million of expense for the first six months of 2025 compared to $11.3 million of expense in the first six months of 2024.

Other nonoperating income (expense), net was $0.2 million of expense for the first six months of 2025 compared to $8.9 million of expense in the first six months of 2024.

The year-over-year improvement was primarily related to higher foreign currency transaction gains in the current year.

Net interest expense was $118.9 million in the first six months of 2025 compared to $79.3 million in the first six months 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.

Income tax expense from continuing operations was $125.0 million in the first six months of 2025 compared to $123.4 million in 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.

Earnings attributable to Vulcan from continuing operations were $3.41 per diluted share in the first six months of 2025 compared to $3.11 per diluted share in the first six months of 2024.

DISCONTINUED OPERATIONS — First six months pretax loss from discontinued operations was $4.1 million in 2025 compared with a pretax loss of $5.0 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.

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On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico with arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations.

On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica and began a proceeding that could result in the revocation of that permit.

On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica.

In September 2024, the Mexican government ordered the closure of Calica's already-suspended quarrying activities and the shutdown of certain activities at Calica's Punta Venado port facilities.

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Three Months Ended

June 30 Six Months Ended

in millions, except per unit data

2025 2024 2025 2024

Aggregates segment

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Three Months Ended

June 30 Six Months Ended

in millions, except per unit data 2025 2024 2025 2024

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Three Months Ended

March 31 Trailing-Twelve Months

June 30 Six Months Ended

June 30 Trailing-Twelve Months

in millions 2025 2024 2025 2024 2025 2024

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Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Diluted Earnings Per Share

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Current maturities of long-term debt $ 0.5 $ 0.5

Short-term debt 550.0 95.0

Long-term debt 4,359.2 3,331.7

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Trailing-Twelve Months

in millions March 31

2025 March 31

in millions June 30

Adjusted EBITDA $ 2,201.1 $ 2,005.0

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Projected EBITDA 1

Items included in YTD Adjusted EBITDA 0

Items included in Adjusted EBITDA

Projected Adjusted EBITDA

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

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".

Included in our June 30, 2025 cash and cash equivalents and restricted cash balances of $351.0 million is $3.6 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash".

CASH FROM OPERATING ACTIVITIES

Three Months Ended

Six Months Ended

in millions 2025 2024

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1 Primarily reflects changes to working capital balances.

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.

Net cash provided by operating activities was $593.2 million during the six months ended June 30, 2025, a $218.7 million increase compared to the same period of 2024.

The increase was primarily attributable to higher earnings and changes in working capital balances.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.6 days at June 30, 2025 compared to 41.4 days at June 30, 2024.

Additionally, our over 90 day receivables balance was $30.9 million at June 30, 2025, an increase of $5.6 million from the $25.3 million balance at June 30, 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 $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.

Net cash used for investing activities was $236.9 million during the first six months of 2025, a $296.9 million decrease compared to the same period of 2024.

During the first six months of 2024, we acquired businesses for $193.4 million, whereas there were no business acquisitions in the first six months of 2025.

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

Additionally, during the first six months of 2025, we invested $270.9 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $344.2 million in the prior year period.

This $270.9 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 $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).

Net cash used for financing activities was $606.1 million during the first six months of 2025, a $72.2 million decrease compared to cash used of $678.3 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 partially offset by a $95.0 million net issuance of commercial paper.

Additionally, we returned $168.8 million to shareholders through $130.7 million of dividends ($0.98 per share compared to $0.92 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 270,142 shares repurchased at $254.71 average price per share in 2024).

Certain debt measures are presented below:

in millions March 31

in millions June 30

2025 December 31

2024 March 31

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

Short-term debt 550.0 0.0 95.0

Long-term debt 4,359.2 4,906.9 3,331.7

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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 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).

At June 30, 2025, total debt to trailing-twelve months Adjusted EBITDA was 2.2 times (2.1 times on a net debt basis reflecting $351.0 million of cash on hand).

Our weighted-average debt maturity was 13.1 years, and our total weighted-average effective interest rate was 4.99%.

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.

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

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.

As of June 30, 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 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:

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▪ $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.

2 unchanged sentences

CURRENT MATURITIES OF LONG-TERM DEBT

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

The $0.5 million of current maturities of long-term debt as of June 30, 2025 is due as follows:

in millions Current

Second quarter 2025 $ 0.0

Third quarter 2025 $ 0.0

1 unchanged sentence

First quarter 2026 0.5

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

Second quarter 2026 0.0

Our debt ratings and outlooks as of June 30, 2025 are as follows:

Short-term Long-term Outlook

3 unchanged sentences

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

in millions March 31

in millions June 30

2025 December 31

2024 March 31

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

2 unchanged sentences

Common stock shares at end of period, issued and outstanding 132.0 132.1 132.1

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

As of June 30, 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.

1 unchanged sentence

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 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

2 unchanged sentences

$ 224.36 $ 254.71 $ 254.71

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.

OFF-BALANCE SHEET ARRANGEMENTS

11 unchanged sentences

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 three months ended March 31, 2025.

There have been no changes to our critical accounting policies during the six months ended June 30, 2025.

NEW ACCOUNTING STANDARDS

28 unchanged sentences

▪ our ability to secure and permit aggregates reserves in strategically located areas

▪ our ability to manage and successfully integrate acquisitions

▪ our ability to identify, close and successfully integrate acquisitions

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

28 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 2. Management’s Discussion and Analysis