Vulcan Materials CO 10-Q

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations General Comments OVERVIEW We provide the basic materials for the infrastructure needed to maintain and expand the U.S. economy. We operate primarily in the U.S. and are the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete. Our strategy and competitive advantage are based on our strength in aggregates which are used in most types of construction and in the production of asphalt mix and ready-mixed concrete. Demand for our products is dependent on construction activity and correlates positively with changes in population, employment and household formations. End uses include public construction (e.g., highways, bridges, buildings, airports, schools, prisons, sewer and waste disposal systems, water supply systems, dams, reservoirs and other public construction projects), private nonresidential construction (e.g., manufacturing, retail, offices and warehouses) and private residential construction (e.g., single-family houses, duplexes, apartment buildings and condominiums). Aggregates have a very high weight-to-price ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials, rendering them uncompetitive compared to locally produced materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally available, high-quality aggregates. We serve these markets from quarries that have access to cost-effective long-haul transportation, including shipping by barge, rail and our fleet of Panamax-class, self-unloading ships. Additionally, we serve markets in California and Hawaii from our quarry in British Columbia, Canada by means of a long-term marine shipping agreement with CSL Americas. There are limited substitutes for quality aggregates. Due to zoning and permitting regulations and high transportation costs relative to the value of the product, the location of reserves is a critical factor to our long-term success. No material part of our business depends upon any single customer whose loss would have a significant adverse effect on our business. In 2025, our five largest customers accounted for approximately 7% of our total revenues, and no single customer accounted for more than 2% 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. Therefore, although reductions in state and federal funding can curtail publicly-funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments. In addition, our sales to government entities span several hundred entities coast-to-coast, ensuring that negative changes to various government budgets would have a muted impact across such a diversified set of government customers. While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate attractive financial returns and enhance financial returns in our core Aggregates segment. We produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in our Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, and Washington D.C. markets. Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. In both of these downstream businesses, aggregates are primarily supplied from our operations. SEASONALITY AND CYCLICAL NATURE OF OUR BUSINESS Almost all of our products are produced and consumed outdoors. Seasonal changes and other weather-related conditions can affect the production and sales volume of our products. Therefore, the financial results for any quarter do not necessarily indicate the results expected for the year. Normally, the highest sales and earnings are in the third quarter, and the lowest are in the first quarter. Furthermore, our sales and earnings are sensitive to national, regional and local economic conditions, demographic and population fluctuations, and particularly to cyclical swings in construction spending, primarily in the private sector. Form 10-Q 26 Part I Financial Information Executive Summary FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2026 Compared to second quarter of 2025: • Total revenues increased $53.4 million, or 3%, to $2,155.8 million • Gross profit increased $0.3 million, or less than 1%, to $625.5 million • Aggregates segment sales increased $113.4 million, or 7%, to $1,763.0 million • Aggregates segment freight-adjusted revenues increased $66.3 million, or 5%, to $1,376.4 million • Shipments increased 1%, or 0.6 million tons, to 59.9 million tons • Freight-adjusted sales price increased 3.9%, or $0.86 per ton, to $22.97 • Aggregates segment gross profit increased $7.8 million, or 1%, to $567.3 million • Unit profitability (as measured by gross profit per ton) increased less than 1% to $9.47 per ton • Asphalt and Concrete segment gross profit decreased $7.5 million to $58.2 million, collectively • Selling, administrative and general (SAG) expenses decreased $3.2 million and decreased 30 basis points as a percentage of total revenues • Operating earnings decreased $15.5 million, or 3%, to $455.5 million • Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share compared to $2.43 per diluted share • Adjusted earnings attributable to Vulcan from continuing operations were $2.59 per diluted share compared to $2.45 per diluted share • Net earnings attributable to Vulcan were $323.4 million, an increase of $2.5 million, or 1% • Adjusted EBITDA was $654.0 million, a decrease of $5.5 million, or 1% • Returned capital to shareholders via dividends of $67.5 million at $0.52 per share versus $64.7 million at $0.49 per share • Returned capital to shareholders via share repurchases of $250.3 million at a $276.69 average price per share compared to no share repurchases Commercial and operational execution drove solid results in the second quarter. Despite significant energy inflation and disruptive weather, aggregates gross profit per ton improved to $9.47 per ton and our industry-leading aggregates cash gross profit per ton grew to over $12 per ton in the second quarter. These results demonstrate the resiliency of our uniquely advantaged pure-play aggregates business. Through the first six months, cash provided by operating activities was $584.6 million. Capital expenditures for maintenance and growth projects were $176.3 million in the second quarter. We returned $67.5 million to shareholders through dividends (a 4% increase versus the prior year) and $250.3 million through share repurchases (compared to no share repurchases in the prior year quarter). As of June 30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.7 times on a net debt basis, reflecting $288.7 million of cash on hand). Our weighted-average debt maturity was 13.2 years, and our weighted-average effective interest rate was 5.04%. On a trailing-twelve months basis, return on invested capital of 16.1% increased 20 basis points over the prior year. Consistent with our aggregates growth strategy, during the second quarter we completed several portfolio enhancing actions. In early June, we completed the previously announced divestiture of our ready-mixed concrete operations in California. Additionally, we acquired a quarry in southern Colorado and a rail yard in Dallas-Fort Worth from Brannan Sand & Gravel. These portfolio actions align with our aggregates-led growth strategy by expanding our reach into southern Colorado and strengthening our distribution network in Dallas-Fort Worth. The pipeline for strategic acquisitions remains active, and we have the financial strength and flexibility to capitalize on the most value-accretive opportunities. OUTLOOK Our aggregates business is executing well, and we reiterate our full-year outlook to deliver between $2.4 and $2.6 billion of Adjusted EBITDA. The construction environment remains supportive of continued aggregates price growth, and large projects and public construction activity continue to support our expectation for volume growth in 2026. As always, our focus remains on compounding aggregates unit profitability to drive earnings growth and strong cash generation for our shareholders. 27 Form 10-Q Part I Financial Information Results of Operations Total revenues are primarily derived from our product sales of aggregates, asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and services related to our aggregates business. We present separately our discontinued operations, which consist of our former Chemicals business. The following table highlights significant components of our consolidated operating results including EBITDA and Adjusted EBITDA. CONSOLIDATED OPERATING RESULTS HIGHLIGHTS Three Months Ended June 30 Six Months Ended June 30 in millions, except per share and per unit data 2026 2025 2026 2025 Total revenues $ 2,155.8 $ 2,102.4 $ 3,911.7 $ 3,737.0 Cost of revenues (1,530.3) (1,477.2) (2,863.5) (2,746.5) Gross profit 625.5 625.2 1,048.2 990.5 Gross profit margin 29.0% 29.7% 26.8 % 26.5 % Selling, administrative and general expenses (141.3) (144.5) (277.1) (282.7) SAG as a percentage of total revenues 6.6% 6.9% 7.1 % 7.6 % Gain (loss) on sale of property, plant & equipment and businesses (11.3) 1.2 (11.6) 8.6 Loss on impairments 0.0 0.0 0.0 0.0 Operating earnings 455.5 471.0 720.9 697.4 Interest expense, net (54.7) (59.2) (108.6) (118.9) Earnings from continuing operations before income taxes 404.5 414.2 617.4 578.3 Income tax expense (81.4) (91.3) (127.2) (125.0) Effective tax rate from continuing operations 20.1% 22.0% 20.6 % 21.6 % Earnings from continuing operations 323.1 322.9 490.2 453.3 Gain (loss) on discontinued operations, net of tax 1.2 (2.1) 0.1 (3.1) (Earnings) loss attributable to noncontrolling interest (0.9) 0.1 (1.4) (0.4) Net earnings attributable to Vulcan $ 323.4 $ 320.9 $ 488.9 $ 449.8 Diluted earnings (loss) per share attributable to Vulcan Continuing operations $ 2.47 $ 2.43 $ 3.74 $ 3.41 Discontinued operations 0.01 (0.01) 0.00 (0.03) Net earnings $ 2.48 $ 2.42 $ 3.74 $ 3.38 EBITDA 1 $ 637.5 $ 656.1 $ 1,072.6 $ 1,064.5 Adjusted EBITDA 1 $ 654.0 $ 659.5 $ 1,101.1 $ 1,070.4 Average Sales Price and Unit Shipments Aggregates Tons 59.9 59.3 109.9 107.0 Freight-adjusted sales price $ 22.97 $ 22.11 $ 22.89 $ 22.07 Asphalt Mix Tons 3.4 3.9 5.7 6.1 Average sales price $ 85.74 $ 81.29 $ 84.92 $ 81.30 Ready-mixed concrete Cubic yards 1.0 1.2 2.0 2.1 Average sales price $ 189.94 $ 186.60 $ 190.20 $ 187.83 1. Non-GAAP measures are defined and reconciled within this Item 2 under the caption " Reconciliation of Non-GAAP Financial Measures . " Form 10-Q 28 Part I Financial Information SECOND QUARTER 2026 COMPARED TO SECOND QUARTER 2025 Second quarter 2026 total revenues were $2,155.8 million, up 3% from the second quarter of 2025. Shipments increased in aggregates (1%), and decreased in asphalt mix (12%) and ready-mixed concrete (17%). Gross profit increased in the Aggregates segment ($7.8 million or 1%), decreased in the Asphalt segment ($7.4 million or 13%) and decreased in the Concrete segment ($0.1 million or 1%). The decrease in concrete shipments and gross profit was primarily due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements). Net earnings attributable to Vulcan for the second quarter of 2026 were $323.4 million, or $2.48 per diluted share, compared to $320.9 million, or $2.42 per diluted share, in the second quarter of 2025. Each period’s results were impacted by discrete items, as follows: Net earnings attributable to Vulcan for the second quarter of 2026 include: • pretax gain on discontinued operations of $1.7 million • pretax net loss of $13.2 million related to the sale of businesses • pretax charges of $4.5 million associated with divested operations • pretax charges of $0.5 million associated with non-routine acquisitions • $1.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards Net earnings attributable to Vulcan for the second quarter of 2025 include: • pretax loss on discontinued operations of $2.8 million • pretax charges of $0.6 million associated with non-routine acquisitions • $2.1 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) were $2.59 per diluted share for the second quarter of 2026 compared to $2.45 per diluted share for the second quarter of 2025. CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the second quarter of 2026 versus the second quarter of 2025 are summarized below: in millions Second quarter 2025 $ 414.2 Higher aggregates gross profit 7.8 Lower asphalt gross profit (7.4) Lower concrete gross profit (0.1) Lower selling, administrative and general expenses 3.2 Lower gain or higher loss on sale of property, plant & equipment and businesses (12.5) Lower interest expense, net 4.5 All other (5.2) Second quarter 2026 $ 404.5 Continued pricing discipline and operational execution drove earnings growth despite energy headwinds and challenging weather-related operating conditions throughout the second quarter. Second quarter Aggregates segment gross profit increased 1% to $567.3 million ($9.47 on a per ton basis), and cash gross profit improved to $720.1 million ($12.02 on a per ton basis). As compared to the prior year, second quarter aggregates shipments increased 1%, and continued to benefit from healthy public construction activity and large projects. Shipments in Texas and certain Southeastern markets were impacted by significant rainfall, particularly in May and June. The pricing environment remains positive with widespread growth across the Company’s footprint. Aggregates freight-adjusted selling prices increased 3.9% compared to the prior year (4.7% on a mix-adjusted basis). Second quarter freight-adjusted unit cost of sales increased 7% (7%, or $0.72 per ton, on a unit cash cost of sales basis). Excluding the impact of higher diesel fuel costs, cash cost of sales increased 3%, reflecting a continued focus on cost management and operating efficiencies. 29 Form 10-Q Part I Financial Information Overall, non-aggregates segments gross profit was $58.2 million, an 11% decrease compared to the prior year’s second quarter. The decrease was partially due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements). Asphalt segment gross profit was $49.8 million (a 13% decrease over the prior year), and cash gross profit was $61.0 million (a 14% decrease over the prior year). Gross profit per ton decreased 1%, and cash gross profit per ton decreased 3%. Asphalt gross profit margin remained strong at 15 percent, despite lower shipments due to weather and higher liquid asphalt costs. Second quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025. Concrete segment gross profit was $8.4 million, and cash gross profit was $12.3 million. Unit gross profit increased 19%, while unit cash gross profit decreased 46%. The increase in unit gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during the second quarter of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements). SAG expense was $141.3 million for the second quarter compared to $144.5 million in the prior year. For the quarter, SAG expense as a percent of total revenues decreased 30 basis points, to 6.6%. On a trailing-twelve months basis, SAG expense was 6.9% of total revenues, a 40 basis point improvement from the prior year. Loss on sale of property, plant & equipment and businesses was $11.3 million in the second quarter of 2026 compared to a gain of $1.2 million in the second quarter of 2025. Net other operating expense, which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $17.4 million of expense for the second quarter of 2026 compared to $10.9 million of expense in the second quarter of 2025. The second quarter of 2026 included $4.5 million of charges associated with divested operations and $0.5 million of charges associated with non-routine acquisitions. Net other nonoperating income (expense) was $3.7 million of income for the second quarter of 2026 compared to $2.4 million of income for the second quarter of 2025. Net interest expense was $54.7 million in the second quarter of 2026 compared to $59.2 million in the second quarter of 2025. The reduction in interest expense was attributable to reduced debt levels. Income tax expense from continuing operations was $81.4 million in the second quarter of 2026 compared to $91.3 million in the second quarter of 2025. The decrease in tax expense was primarily due to the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026 resulting from changes in our state tax profile after the divestiture of our ready-mixed concrete operations in California. Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share in the second quarter of 2026 compared to $2.43 per diluted share in the second quarter of 2025. DISCONTINUED OPERATIONS — Second quarter pretax income from discontinued operations was $1.7 million in 2026 compared with a pretax loss of $2.8 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, 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, 2026 COMPARED TO YEAR-TO-DATE JUNE 30, 2025 Total revenues for the first six months of 2026 were $3,911.7 million, up 5% from the first six months of 2025. Shipments increased in aggregates (3%), decreased in asphalt mix (7%) and decreased in ready-mixed concrete (7%). Gross profit increased in the Aggregates segment ($50.8 million or 6%), was flat in the Asphalt segment and increased in the Concrete segment ($6.9 million or 59%). Net earnings attributable to Vulcan for the first six months of 2026 were $488.9 million, or $3.74 per diluted share, compared to $449.8 million, or $3.38 per diluted share in the first six months of 2025. Each period’s results were impacted by discrete items, as follows: Form 10-Q 30 Part I Financial Information Net earnings attributable to Vulcan for the first six months of 2026 include: • pretax gain on discontinued operations of $0.3 million • pretax loss of $13.2 million associated with the sale of businesses • pretax charges of $6.5 million associated with divested operations • pretax charges of $0.5 million associated with non-routine acquisitions • pretax charges of $8.6 million related to CEO transition and reorganization charges • $3.7 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 six months of 2025 include: • pretax loss on discontinued operations of $4.1 million • pretax charges of $1.8 million associated with non-routine acquisitions • $3.8 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 $3.93 per diluted share for the first six months of 2026 compared to $3.45 per diluted share for the first six months of 2025. CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date June 30, 2026 versus year-to-date June 30, 2025 are summarized below: in millions Year-to-date June 30, 2025 $ 578.3 Higher aggregates gross profit 50.8 Flat asphalt gross profit 0.0 Higher concrete gross profit 6.9 Lower selling, administrative and general expenses 5.6 Lower gain or higher loss on sale of property, plant & equipment and businesses (20.2) Lower interest expense, net 10.3 All other (14.3) Year-to-date June 30, 2026 $ 617.4 Aggregates segment sales for the first six months of 2026 were $3,213.5 million (up 8%), and shipments increased 3%, or 2.9 million tons, compared to the prior year. Aggregates segment gross profit was $967.7 million ($8.81 per ton) in the first six months of 2026 versus $916.9 million ($8.57 per ton) in the prior year. On a year-to-date basis, cash gross profit per ton increased 2% to $11.53 per ton. Freight-adjusted selling prices increased 3.7% compared to the prior year (4.8% on a mix-adjusted basis), with growth widespread across our footprint. Freight-adjusted unit cash cost of sales for the first six months of 2026 increased 6% versus the prior year. We remain focused on cost management and operating efficiencies. Asphalt segment gross profit of $62.0 million was flat compared to the first six months of 2025, and cash gross profit of $84.4 million decreased 4% from the prior year. Asphalt mix shipments decreased 7% , and average unit selling prices increased 4.5% , or $3.62 per ton. Concrete segment gross profit of $18.5 million was up $6.9 million from the first six months of 2025, and cash gross profit of $26.5 million decreased 43% from the prior year. The increase in gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements). SAG expenses were $277.1 million in the first six months of 2026 versus $282.7 million in the first six months of 2025. As a percent of total revenues, SAG expense was 7.1% compared to 7.6% in the prior year's first six months. Loss on sale of property, plant & equipment and businesses was $11.6 million in the first six months of 2026 versus a gain of $8.6 million in the first six months of 2025. 31 Form 10-Q Part I Financial Information 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 rental income, was $38.6 million of expense for the first six months of 2026 compared to $19.0 million of expense in the first six months of 2025. The first six months of 2026 included $6.5 million of charges associated with divested operations, $0.5 million of charges associated with non-routine acquisitions and $8.6 million of charges related to CEO transition and reorganization charges. Other nonoperating income (expense), net was $5.1 million of income for the first six months of 2026 compared to $0.2 million of expense in the first six months of 2025. Net interest expense was $108.6 million in the first six months of 2026 compared to $118.9 million in the first six months of 2025. The reduction in interest expense was attributable to reduced debt levels. Income tax expense from continuing operations was $127.2 million in the first six months of 2026 compared to $125.0 million in the first six months of 2025. The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026. Earnings attributable to Vulcan from continuing operations were $3.74 per diluted share in the first six months of 2026 compared to $3.41 per diluted share in the first six months of 2025. DISCONTINUED OPERATIONS — First six months pretax income from discontinued operations was $0.3 million in 2026 compared with a pretax loss of $4.1 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, 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. KNOWN TRENDS OR UNCERTAINTIES Inflationary pressures and labor constraints can be factors that impact our operations. Although inflationary pressures can create short-term to medium-term headwinds, the combination of inflation and visibility of demand may create a favorable environment for price increases. Additionally, labor constraints can cause delays and inefficiencies in our operations as well as those of our customers. 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, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade. Additionally, on February 28, 2026, a military conflict commenced in the Middle East involving the United States, Israel and Iran. Although we have no operations in the Middle East, the ongoing geopolitical conflict in the region has led to significant disruption of energy supplies and increases in global energy prices, which could continue to heighten inflationary pressures and disrupt global supply chains. Economic pressures on our customers, including the challenges of inflation, heightened geopolitical tensions 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. 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. 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. On September 23, 2024, the President of Mexico signed a presidential decree declaring the entirety of Calica's properties as a "Natural Protected Area" (the "ANP Decree"). Among other provisions, the ANP Decree prohibits Calica from extracting petrous or construction materials from its properties. We strongly believe that the actions taken by Mexico are arbitrary and illegal, and we intend to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law. For additional information regarding our Calica operations, see the NAFTA Arbitration section in Note 8 to the condensed consolidated financial statements. Form 10-Q 32 Part I Financial Information Reconciliation of Non-GAAP Financial Measures AGGREGATES SEGMENT FREIGHT-ADJUSTED REVENUES Aggregates segment freight-adjusted revenues is not a Generally Accepted Accounting Principle (GAAP) measure and should not be considered as an alternative to metrics defined by GAAP. We present this measure as it is consistent with the basis by which we review our operating results. We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes revenues associated with freight & delivery, which are pass-through activities. It also excludes other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business. Additionally, we use this metric as the basis for calculating the average sales price of our aggregates products. Reconciliation of this metric to its nearest GAAP measure is presented below: Three Months Ended June 30 Six Months Ended June 30 in millions, except per ton data 2026 2025 2026 2025 Aggregates segment Segment sales $ 1,763.0 $ 1,649.6 $ 3,213.5 $ 2,985.4 Freight & delivery revenues 1 (360.4) (310.9) (648.6) (575.2) Other revenues (26.2) (28.6) (49.5) (48.1) Freight-adjusted revenues $ 1,376.4 $ 1,310.1 $ 2,515.4 $ 2,362.1 Unit shipments - tons 59.9 59.3 109.9 107.0 Freight-adjusted sales price $ 22.97 $ 22.11 $ 22.89 $ 22.07 1. At the segment level, freight & delivery revenues include intersegment freight & delivery (which are eliminated at the consolidated level) and freight to remote distribution sites. 33 Form 10-Q Part I Financial Information CASH GROSS PROFIT GAAP does not define “cash gross profit,” and it should not be considered as an alternative to earnings measures defined by GAAP. We and the investment community use this metric to assess the operating performance of our business. Additionally, we present this metric as we believe that it closely correlates to long-term shareholder value. Cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization to gross profit. Segment cash gross profit per unit is computed by dividing segment cash gross profit by units shipped. Segment cash cost of sales per unit is computed by subtracting segment cash gross profit per unit from segment freight-adjusted sales price. Segment freight-adjusted sales price is calculated by dividing revenues generated from the shipment of product (excluding service revenues generated by the segments) by the total units of the product shipped. Reconciliation of these metrics to their nearest GAAP measures are presented below: Three Months Ended June 30 Six Months Ended June 30 in millions, except per unit data 2026 2025 2026 2025 Aggregates segment Gross profit $ 567.3 $ 559.5 $ 967.7 $ 916.9 Depreciation, depletion, accretion and amortization 152.8 144.3 298.6 294.7 Cash gross profit $ 720.1 $ 703.8 $ 1,266.3 $ 1,211.6 Unit shipments - tons 59.9 59.3 109.9 107.0 Gross profit per ton $ 9.47 $ 9.44 $ 8.81 $ 8.57 Freight-adjusted sales price $ 22.97 $ 22.11 $ 22.89 $ 22.07 Cash gross profit per ton 12.02 11.88 11.53 11.32 Freight-adjusted cash cost of sales per ton $ 10.95 $ 10.23 $ 11.36 $ 10.75 Asphalt segment Gross profit $ 49.8 $ 57.2 $ 62.0 $ 62.0 Depreciation, depletion, accretion and amortization 11.2 14.0 22.4 26.0 Cash gross profit $ 61.0 $ 71.2 $ 84.4 $ 88.0 Unit shipments - tons 3.4 3.9 5.7 6.1 Gross profit per ton $ 14.70 $ 14.86 $ 10.95 $ 10.19 Average sales price $ 85.74 $ 81.29 $ 84.92 $ 81.30 Cash gross profit per ton 18.01 18.49 14.90 14.47 Cash cost of sales per ton $ 67.73 $ 62.80 $ 70.02 $ 66.83 Concrete segment Gross profit $ 8.4 $ 8.5 $ 18.5 $ 11.6 Depreciation, depletion, accretion and amortization 3.9 19.0 8.0 34.5 Cash gross profit $ 12.3 $ 27.5 $ 26.5 $ 46.1 Unit shipments - cubic yards 1.0 1.2 2.0 2.1 Gross profit per cubic yard $ 8.55 $ 7.21 $ 9.44 $ 5.54 Average sales price $ 189.94 $ 186.60 $ 190.20 $ 187.83 Cash gross profit per cubic yard 12.54 23.38 13.49 21.89 Cash cost of sales per cubic yard $ 177.40 $ 163.22 $ 176.71 $ 165.94 Form 10-Q 34 Part I Financial Information EBITDA AND ADJUSTED EBITDA GAAP does not define “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA), and it should not be considered as an alternative to earnings measures defined by GAAP. We use this metric to assess the operating performance of our business and as a basis for strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. We do not use this metric as a measure to allocate resources. We adjust EBITDA for certain items to provide a more consistent comparison of earnings performance from period to period. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding): Three Months Ended June 30 Six Months Ended June 30 Trailing-Twelve Months June 30 in millions 2026 2025 2026 2025 2026 2025 Net earnings attributable to Vulcan $ 323.4 $ 320.9 $ 488.9 $ 449.8 $ 1,115.7 $ 951.2 Income tax expense, including discontinued operations 81.8 90.6 127.3 124.0 309.2 250.7 Interest expense, net 54.7 59.2 108.6 118.9 216.1 209.9 Depreciation, depletion, accretion and amortization 177.5 185.5 347.8 371.8 724.4 696.3 EBITDA $ 637.5 $ 656.1 $ 1,072.6 $ 1,064.5 $ 2,365.4 $ 2,108.0 (Gain) loss on discontinued operations $ (1.7) $ 2.8 $ (0.3) $ 4.1 $ 1.7 $ 9.3 (Gain) loss on sale of real estate and businesses, net 13.2 0.0 13.2 0.0 (29.2) (36.7) Loss on impairments 0.0 0.0 0.0 0.0 0.0 86.6 Charges associated with divested operations 4.5 0.0 6.5 0.0 7.1 16.7 Acquisition related charges 1 0.5 0.6 0.5 1.8 0.7 17.1 CEO transition and reorganization charges 2 0.0 0.0 8.6 0 8.6 0.0 Adjusted EBITDA $ 654.0 $ 659.5 $ 1,101.1 $ 1,070.4 $ 2,354.3 $ 2,201.1 Total revenues $ 2,155.8 $ 2,102.4 $ 3,911.7 $ 3,737.0 $ 8,115.7 $ 7,594.6 Adjusted EBITDA margin 30.3% 31.4% 28.1% 28.6% 29.0% 29.0% 1. Represents charges associated with acquisitions requiring clearance under federal antitrust laws. 2. Represents employee termination and other discrete charges directly related to organizational changes resulting from the appointment of Ronnie Pruitt as Chief Executive Officer, effective January 1, 2026. ADJUSTED DILUTED EPS ATTRIBUTABLE TO VULCAN FROM CONTINUING OPERATIONS Similar to our presentation of Adjusted EBITDA, we present Adjusted diluted earnings per share (EPS) attributable to Vulcan from continuing operations to provide a more consistent comparison of earnings performance from period to period. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below: Three Months Ended June 30 Six Months Ended June 30 2026 2025 2026 2025 Diluted net earnings per share attributable to Vulcan $ 2.48 $ 2.42 $ 3.74 $ 3.38 Items included in Adjusted EBITDA above, net of tax 0.10 0.02 0.16 0.04 Calica NOL carryforward valuation allowance 0.01 0.01 0.03 0.03 Adjusted diluted EPS attributable to Vulcan from continuing operations $ 2.59 $ 2.45 $ 3.93 $ 3.45 35 Form 10-Q Part I Financial Information NET DEBT TO ADJUSTED EBITDA Net debt to Adjusted EBITDA is not a GAAP measure and should not be considered as an alternative to metrics defined by GAAP. We, the investment community and credit rating agencies use this metric to assess our leverage. Net debt subtracts cash and cash equivalents and restricted cash from total debt. Reconciliation of this metric to its nearest GAAP measure is presented below: June 30 in millions 2026 2025 Current maturities of long-term debt $ 400.0 $ 0.5 Short-term debt 0.0 550.0 Long-term debt 3,964.3 4,359.2 Total debt $ 4,364.3 $ 4,909.7 Cash and cash equivalents and restricted cash (288.7) (351.0) Net debt $ 4,075.6 $ 4,558.7 Trailing-Twelve Months (TTM) Adjusted EBITDA $ 2,354.3 $ 2,201.1 Total Debt to TTM Adjusted EBITDA 1.9x 2.2x Net Debt to TTM Adjusted EBITDA 1.7x 2.1x RETURN ON INVESTED CAPITAL We define “Return on Invested Capital” (ROIC) as Adjusted EBITDA for the trailing-twelve months divided by average invested capital (as illustrated below) during the trailing-five quarters. Our calculation of ROIC is considered a non-GAAP financial measure because we calculate ROIC using the non-GAAP metric EBITDA. We believe that our ROIC metric is meaningful because it helps investors assess how effectively we are deploying our assets. Although ROIC is a standard financial metric, numerous methods exist for calculating a company’s ROIC. As a result, the method we use to calculate our ROIC may differ from the methods used by other companies. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding): Trailing-Twelve Months in millions June 30 2026 June 30 2025 Adjusted EBITDA $ 2,354.3 $ 2,201.1 Average invested capital Property, plant & equipment, net $ 8,344.9 $ 7,600.8 Goodwill 3,802.8 3,684.3 Other intangible assets 1,565.8 1,591.5 Fixed and intangible assets $ 13,713.5 $ 12,876.6 Current assets $ 2,069.4 $ 2,124.9 Cash and cash equivalents (233.6) (338.1) Current tax (27.1) (41.7) Adjusted current assets 1,808.7 1,745.1 Current liabilities (1,093.0) (989.8) Current maturities of long-term debt 80.3 80.5 Short-term debt 149.4 129.0 Adjusted current liabilities (863.3) (780.3) Adjusted net working capital $ 945.4 $ 964.8 Average invested capital $ 14,658.9 $ 13,841.4 Return on invested capital 16.1 % 15.9 % Form 10-Q 36 Part I Financial Information 2026 PROJECTED ADJUSTED EBITDA Projected Adjusted EBITDA is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below: in millions 2026 Projected Mid-point Net earnings attributable to Vulcan $ 1,215 Income tax expense, including discontinued operations 340 Interest expense, net 215 Depreciation, depletion, accretion and amortization 700 Projected EBITDA $ 2,470 Items included in Adjusted EBITDA 30 Projected Adjusted EBITDA $ 2,500 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. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results. Liquidity and Financial Resources Our primary sources of liquidity are cash provided by our operating activities, a substantial, committed bank line of credit and our commercial paper program. Additional sources of capital include access to the capital markets, the sale of surplus real estate and dispositions of nonstrategic operating assets. We believe these financial resources are sufficient to fund our business requirements for 2026 including: • contractual obligations • capital expenditures • debt service obligations • dividend payments • potential acquisitions • potential share repurchases Our balanced approach to capital deployment remains unchanged. We intend to balance reinvestment in our business, growth through acquisitions and return of capital to shareholders, while sustaining financial strength and flexibility. We actively manage our capital structure and resources in order to balance the cost of capital and the risk of financial stress. We seek to meet these objectives by adhering to the following principles: • maintain substantial bank line of credit borrowing capacity • proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low • maintain an appropriate balance of fixed-rate and floating-rate debt • minimize financial and other covenants that limit our operating and financial flexibility 37 Form 10-Q Part I Financial Information CASH Included in our June 30, 2026 cash and cash equivalents and restricted cash balances of $288.7 million is $94.5 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash." Cash from Operating Activities Six Months Ended June 30 in millions 2026 2025 Net earnings $ 490.3 $ 450.2 Depreciation, depletion, accretion and amortization 347.8 371.8 Noncash operating lease expense 26.9 26.7 Net (gain) loss on sale of property, plant & equipment and businesses 11.6 (8.6) Deferred income taxes, net (68.2) (11.3) Other operating cash flows, net 1 (223.8) (235.6) Net cash provided by operating activities $ 584.6 $ 593.2 1. Primarily reflects changes to working capital balances. Net cash provided by operating activities was $584.6 million during the six months ended June 30, 2026, an $8.6 million decrease compared to the same period of 2025. The decrease was primarily attributable to negative cash flow changes in deferred income taxes of $56.9 million partially offset by $40.1 million of higher earnings in 2026. Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.1 days at June 30, 2026 compared to 42.6 days at June 30, 2025. Additionally, our over 90 day receivables balance was $22.4 million at June 30, 2026, a decrease of $8.5 million from the $30.9 million balance at June 30, 2025. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected. Cash from Investing Activities Net cash provided by investing activities was $144.8 million during the first six months of 2026, a $381.7 million increase in cash compared to the same period of 2025. During the first six months of 2026, we sold our ready-mixed concrete operations in California and our aggregates and ready-mixed concrete operations in the U.S. Virgin Islands for combined proceeds of $722.1 million ($572.1 million cash and a $150.0 million note due December 2027). During the first six months of 2025, we sold non-strategic operations for cash proceeds of $19.0 million (see Note 16 to the condensed consolidated financial statements). Additionally, during the first six months of 2026, we invested $370.4 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $270.9 million in the prior year period. This $370.4 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities. Furthermore, during the first six months of 2026 we acquired aggregates operations in Colorado and Texas for total cash consideration of $75.0 million. Cash from Financing Activities Net cash used for financing activities was $630.1 million during the first six months of 2026, a $24.0 million increase compared to cash used of $606.1 million in the same period of 2025. The current year includes a $50.0 million note payment to the sellers of an acquisition completed in 2022. The prior year includes $400.4 million of cash paid to redeem the senior notes due 2025. Additionally, during the first six months of 2026 we returned $535.2 million to shareholders through $135.4 million of dividends ($0.52 per share compared to $0.49 per share in 2025) and $399.8 million of common stock repurchases (1.4 million shares repurchased at $283.77 average price per share in 2026 compared to 0.2 million shares repurchased at $224.36 average price per share in 2025). Form 10-Q 38 Part I Financial Information DEBT Certain debt measures are presented below: in millions June 30 2026 December 31 2025 June 30 2025 Debt Current maturities of long-term debt $ 400.0 $ 0.4 $ 0.5 Short-term debt 0.0 0.0 550.0 Long-term debt 3,964.3 4,361.7 4,359.2 Total debt $ 4,364.3 $ 4,362.1 $ 4,909.7 Capital Total debt $ 4,364.3 $ 4,362.1 $ 4,909.7 Total equity 8,488.6 8,548.9 8,429.7 Total capital $ 12,852.9 $ 12,911.0 $ 13,339.4 Total Debt as a Percentage of Total Capital 34.0 % 33.8 % 36.8 % Weighted-Average Effective Interest Rates Line of credit 1 1.13 % 1.13 % 1.13 % Commercial paper 3.85 % 3.85 % 4.66 % Term debt 5.04 % 5.04 % 5.04 % Fixed Versus Floating Interest Rate Debt Fixed-rate debt 100.0 % 100.0 % 89.0 % Floating-rate debt 0.0 % 0.0 % 11.0 % 1. Reflects the margin above SOFR for SOFR-based borrowings; we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit. At June 30, 2026, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.7 times on a net debt basis reflecting $288.7 million of cash on hand). Our weighted-average debt maturity was 13.2 years, and our total weighted-average effective interest rate was 5.04%. Line of Credit and Commercial Paper Program 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, 2026, 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 June 30, 2026, we had no outstanding commercial paper borrowings. 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 June 30, 2026, 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, 2026, our available borrowing capacity under the line of credit was $1,581.5 million. Utilization of the borrowing capacity was as follows: • None was borrowed • $18.5 million was used to support standby letters of credit 39 Form 10-Q Part I Financial Information Term Debt All of our $4,440.1 million (face value) of term debt is unsecured. All of the covenants in the debt agreements are customary for investment-grade facilities. As of June 30, 2026, we were in compliance with all term debt covenants. In March 2025, we redeemed the $400.0 million senior notes due April 2025 using cash on hand. Additionally, in February 2026, we paid a $50.0 million note payable (included in Other current liabilities in the accompanying Condensed Consolidated Balance Sheet at December 31, 2025) related to an acquisition completed in 2022. Current Maturities of Long-term Debt The $400.0 million of current maturities of long-term debt as of June 30, 2026 is due as follows: in millions Current Maturities Third quarter 2026 $ 0.0 Fourth quarter 2026 0.0 First quarter 2027 0.0 Second quarter 2027 400.0 Debt Ratings Our debt ratings and outlooks as of June 30, 2026 are as follows: Short-term Long-term Outlook Fitch F1 BBB+ Stable Moody's P-2 Baa2 Positive Standard & Poor's A-2 BBB+ Stable EQUITY The number of our common stock issuances and purchases for the year-to-date periods ended are as follows: in millions June 30 2026 December 31 2025 June 30 2025 Common stock shares at January 1, issued and outstanding 130.6 132.1 132.1 Common stock issued for share-based compensation plans 0.2 0.2 0.1 Common stock purchased and retired (1.4) (1.5) (0.2) Common stock other 0.0 (0.2) 0.0 Common stock shares at end of period, issued and outstanding 129.4 130.6 132.0 As of June 30, 2026, there were 3,864,057 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. The authorization has no time limit, does not obligate us to purchase any specific number of shares and may be suspended or discontinued at any time. Form 10-Q 40 Part I Financial Information 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 June 30 2026 December 31 2025 June 30 2025 Number of shares purchased and retired 1.4 1.5 0.2 Total purchase price $ 399.8 $ 438.4 $ 38.1 Average price per share $ 283.77 $ 283.82 $ 224.36 There were no shares held in treasury as of June 30, 2026, December 31, 2025 and June 30, 2025. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements such as financing or unconsolidated variable interest entities. Standby Letters of Credit For a discussion of our standby letters of credit, see Note 7 to the condensed consolidated financial statements. Critical Accounting Policies We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our Annual Report on Form 10-K for the year ended December 31, 2025 (Form 10-K). We prepare these financial statements to conform with accounting principles generally accepted in the United States of America. These principles require us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We base our estimates on historical experience, current conditions and various other assumptions we believe reasonable under existing circumstances and evaluate these estimates and judgments on an ongoing basis. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates. 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 six months ended June 30, 2026. New Accounting Standards For a discussion of the accounting standards recently adopted or pending adoption and the effect such accounting changes will have on our results of operations, financial position or liquidity, see Note 17 to the condensed consolidated financial statements. 41 Form 10-Q Part I Financial Information Forward-Looking Statements Certain matters discussed in this report, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to: • general economic and business conditions • our dependence on the construction industry, which is subject to economic cycles • the timing and amount of federal, state and local funding for infrastructure • changes in the level of spending for private residential and private nonresidential construction • changes in our effective tax rate • domestic and global political, economic or diplomatic developments, including the military conflict in the Middle East involving the United States, Israel and Iran • the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks • the impact of the state of the global economy on our businesses and financial condition and access to capital markets • international business operations and relationships, including actions taken by the Mexican government with respect to our property and operations in that country • the highly competitive nature of the construction industry • a pandemic, epidemic or other public health emergency • the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use, wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade • the outcome of pending legal proceedings • pricing of our products • weather and other natural phenomena, including the impact of climate change and availability of water • availability and cost of trucks, railcars, barges and ships, as well as their licensed operators, for transport of our materials • energy costs • costs of hydrocarbon-based raw materials • healthcare costs • labor relations, shortages and constraints • the amount of long-term debt and interest expense we incur • changes in interest rates • volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans • the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses • our ability to secure and permit aggregates reserves in strategically located areas • our ability to identify, close and successfully integrate acquisitions • the effect of changes in tax laws, guidance and interpretations • significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets • changes in technologies, which could disrupt the way we do business and how our products are distributed • the risks of open pit and underground mining • expectations relating to sustainability considerations • 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 Securities and Exchange Commission All forward-looking statements are made as of the date of filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows. Form 10-Q 42 Part I Financial Information Investor Information We make available on our website, www.vulcanmaterials.com , free of charge, copies of our: • Annual Report on Form 10-K • Quarterly Reports on Form 10-Q • Current Reports on Form 8-K 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 the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242. We have a: • Business Conduct Policy applicable to all employees and directors • Code of Ethics for the CEO and Senior Financial Officers Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the “Investor Relations” tab (“Corporate Governance” section). If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC. Our Board of Directors has also adopted: • Corporate Governance Guidelines • Charters for our Audit, Compensation & Human Capital, Executive, Finance, Governance and Safety, Health & Environmental Affairs Committees These documents meet all applicable SEC and New York Stock Exchange regulatory requirements. The Charters of the Audit, Compensation & Human Capital and Governance Committees are available on our website under the “Investor Relations” tab (“Governance – Committee Composition” section) or you may request a copy of any of these documents by writing to the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242. Information included on our website is not incorporated into, or otherwise made a part of, this report. 43 Form 10-Q Part I Financial Information