Vulcan Materials CO

Previous wording

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

Current wording

▪Aggregates segment sales increased $36.1 million, or 2%, to $1,649.6 million

Previous wording

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

Current wording

▪Shipments decreased 1%, or 0.8 million tons, to 59.3 million tons

Previous wording

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

Current wording

▪Freight-adjusted sales price increased 5.3%, or $1.11 per ton, to $22.11

Previous wording

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

Current wording

▪Unit profitability (as measured by gross profit per ton) increased 7% to $9.44 per ton

Previous wording

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

Current wording

▪Asphalt and Concrete segment gross profit increased $2.0 million to $65.7 million, collectively

Previous wording

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

Current wording

▪Selling, administrative and general (SAG) expenses increased $10.4 million (20 basis points as a percentage of total revenues)

Previous wording

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

Current wording

▪Net earnings attributable to Vulcan were $320.9 million, an increase of $12.9 million, or 4%

Previous wording

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

Current wording

▪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%

Previous wording

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).

Current wording

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%.

Previous wording

Interest expense, net of interest income, was $59.7 million in the first quarter compared with $39.1 million in the prior year. The $20.6 million increase is primarily due to a higher debt level resulting from the November 2024 notes issuances.

Current wording

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.

Previous wording

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

Current wording

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. (Superior).

Previous wording

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

Current wording

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%).

Previous wording

Net earnings attributable to Vulcan for the first quarter of 2025 were $128.9 million, or $0.97 per diluted share, compared to $102.7 million, or $0.77 per diluted share, in the first quarter of 2024. Each period’s results were impacted by discrete items, as follows:

Current wording

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:

Previous wording

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.

Current wording

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.

Previous wording

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:

Current wording

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:

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Net interest expense was $59.7 million in the first quarter of 2025 compared to $39.1 million in the first quarter of 2024. The increase in interest expense was primarily due to a higher debt level resulting from the November 2024 notes issuances.

Current wording

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.

Previous wording

DISCONTINUED OPERATIONS — First quarter pretax loss from discontinued operations was $1.3 million in 2025 compared with a pretax loss of $2.3 million in 2024. Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 and began a proceeding that could result in the revocation of that permit. 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 thecondensed consolidated financial statements.

Current wording

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 thecondensed consolidated financial statements.

Previous wording

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".

Current wording

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".

Previous wording

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.

Current wording

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.

Previous wording

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.3 days at March 31, 2025 compared to 43.0 days at March 31, 2024. Additionally, our over 90 day receivables balance was $28.5 million at March 31, 2025, an increase of $5.8 million from the $22.7 million balance at March 31, 2024. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

Current wording

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.

Previous wording

Net cash used for investing activities was $126.5 million during the first three months of 2025, a $37.3 million decrease compared to the same period of 2024. During the first three months of 2024, we acquired businesses for $12.3 million whereas there were no business acquisitions in the first three months of 2025. Conversely, during the first three months of 2025, we sold businesses in Texas for $19.0 million whereas there were no business dispositions in the first three months of 2024 (see Note 16 to the condensed consolidated financial statements for acquisitions and divestitures). Additionally, during the first three months of 2025, we invested $168.0 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $152.8 million in the prior year period. This $168.0 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

Current wording

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.

Previous wording

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).

Current wording

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).

Previous wording

At March 31, 2025, total debt to trailing-twelve months Adjusted EBITDA was 2.3 times (2.2 times on a net debt basis reflecting $192.9 million of cash on hand). Our weighted-average debt maturity was 13.4 years, and our total weighted-average effective interest rate was 5.00%.

Current wording

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%.

Previous wording

Our $1,600.0 million commercial paper program was established in August 2022 and matures in November 2029. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors. As of March 31, 2025, we had $550.0 million in long-term commercial paper borrowings with a 4.69% effective interest rate.

Current wording

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 June 30, 2025, we had $550.0 million in commercial paper borrowings with a 4.66% effective interest rate.

Previous wording

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

Current wording

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:

Previous wording

▪$23.9 million was used to support standby letters of credit

Current wording

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

Previous wording

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

Current wording

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 June 30, 2025, we were in compliance with all term debt covenants.

Previous wording

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.

Current wording

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, 2025.

Previous wording

▪our ability to manage and successfully integrate acquisitions

Current wording

▪our ability to identify, close and successfully integrate acquisitions