Vulcan Materials CO

Previous wording

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, U.S. Virgin Islands 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.

Current wording

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.

Previous wording

•Aggregates segment sales increased $114.6 million, or 9%, to $1,450.5 million

Current wording

•Aggregates segment sales increased $113.4 million, or 7%, to $1,763.0 million

Previous wording

•Freight-adjusted sales price increased 3.5%, or $0.77 per ton, to $22.80

Current wording

•Freight-adjusted sales price increased 3.9%, or $0.86 per ton, to $22.97

Previous wording

•Unit profitability (as measured by gross profit per ton) increased 7% to $8.01 per ton

Current wording

•Unit profitability (as measured by gross profit per ton) increased less than 1% to $9.47 per ton

Previous wording

•Asphalt and Concrete segment gross profit increased $14.4 million to $22.4 million, collectively

Current wording

•Asphalt and Concrete segment gross profit decreased $7.5 million to $58.2 million, collectively

Previous wording

•Selling, administrative and general (SAG) expenses decreased $2.6 million and decreased 80 basis points as a percentage of total revenues

Current wording

•Selling, administrative and general (SAG) expenses decreased $3.2 million and decreased 30 basis points as a percentage of total revenues

Previous wording

•Net earnings attributable to Vulcan were $165.5 million, an increase of $36.6 million, or 28%

Current wording

•Net earnings attributable to Vulcan were $323.4 million, an increase of $2.5 million, or 1%

Previous wording

•Returned capital to shareholders via dividends of $67.9 million at $0.52 per share versus $66.0 million at $0.49 per share

Current wording

•Returned capital to shareholders via dividends of $67.5 million at $0.52 per share versus $64.7 million at $0.49 per share

Previous wording

•Returned capital to shareholders via share repurchases of $149.5 million at $296.47 average price per share compared to $38.1 million at $224.36 average price per share

Current wording

•Returned capital to shareholders via share repurchases of $250.3 million at a $276.69 average price per share compared to no share repurchases

Previous wording

Through the first three months, cash provided by operating activities was $241.1 million. Capital expenditures for maintenance and growth projects were $90.4 million in the first quarter. We returned $67.9 million to shareholders through dividends (a 3% increase versus the prior year) and $149.5 million through share repurchases (a 292% increase versus the prior year). As of March 31, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.9 times on a net debt basis, reflecting $143.7 million of cash on hand). Our weighted-average debt maturity was 13.1 years, and our weighted-average effective interest rate was 4.99%.

Current wording

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%.

Previous wording

On a trailing-twelve months basis, return on invested capital of 16.0% decreased 20 basis points over the prior year primarily as a result of acquisitions completed in the fourth quarter of 2024.

Current wording

On a trailing-twelve months basis, return on invested capital of 16.1% increased 20 basis points over the prior year.

Previous wording

Net earnings attributable to Vulcan for the first quarter of 2026 were $165.5 million, or $1.26 per diluted share, compared to $128.9 million, or $0.97 per diluted share, in the first quarter of 2025. Each period’s results were impacted by discrete items, as follows:

Current wording

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:

Previous wording

•pretax loss on discontinued operations of $1.4 million

Current wording

•pretax loss on discontinued operations of $2.8 million

Previous wording

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $1.35 per diluted share for the first quarter of 2026 compared to $1.00 per diluted share for the first quarter of 2025.

Current wording

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.

Previous wording

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the first quarter of 2026 versus the first quarter of 2025 are summarized below:

Current wording

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:

Previous wording

Asphalt segment gross profit was $12.2 million (a 157% improvement over the prior year), and cash gross profit was $23.4 million (a 39% improvement over the prior year). Gross profit margin remained strong and expanded to 5.7%. Gross profit per ton increased 152%, and cash gross profit per ton improved 36%. First quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025.

Current wording

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.

Previous wording

Concrete segment gross profit was $10.2 million, and cash gross profit was $14.2 million. Gross profit margin expanded to 5% and unit gross profit increased 202%, while unit cash gross profit decreased 28%. First quarter results included our California ready-mixed concrete business which is classified as held for sale (see Note 16 to the condensed consolidated financial statements). The disposition of these assets is expected to close in the second quarter of 2026, subject to final regulatory approvals and other customary closing conditions.

Current wording

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).

Previous wording

SAG expense was $135.7 million for the first quarter compared to $138.3 million in the prior year. For the quarter, SAG expense as a percent of total revenues improved 80 basis points, to 7.7%. On a trailing-twelve months basis, SAG expense was 7.0% of total revenues, a 20 basis point improvement from the prior year.

Current wording

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.

Previous wording

Gain (loss) on sale of property, plant & equipment and businesses was $(0.3) million in the first quarter of 2026 compared to $7.4 million in the first quarter of 2025.

Current wording

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.

Previous wording

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 $21.3 million of expense for the first quarter of 2026 compared to $8.0 million of expense in the first quarter of 2025. The first quarter of 2026 included $8.6 million of employee termination and other discrete charges directly related to organizational changes resulting from the appointment of our new Chief Executive Officer, effective January 1, 2026.

Current wording

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.

Previous wording

Net interest expense was $53.9 million in the first quarter of 2026 compared to $59.7 million in the first quarter of 2025. The reduction in interest expense was attributable to reduced debt levels.

Current wording

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.

Previous wording

DISCONTINUED OPERATIONS — First quarter pretax loss from discontinued operations was $1.4 million in 2026 compared with a pretax loss of $1.3 million in 2025. 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 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.

Previous wording

First quarter 2026 total revenues were $1,755.9 million, up 7% from the first quarter of 2025. Shipments increased in aggregates (+5%), asphalt mix (+2%) and ready-mixed concrete (+6%). Gross profit increased in the Aggregates segment (+$43.0 million or 12%), the Asphalt segment (+$7.4 million or 157%) and the Concrete segment (+$7.0 million or 219%).

Current wording

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%).

Previous wording

•pretax loss on discontinued operations of $1.3 million

Current wording

•pretax loss on discontinued operations of $4.1 million

Previous wording

Price increases effective at the beginning of the year resulted in widespread pricing growth across our footprint. Aggregates freight-adjusted selling prices increased 3.5% compared to the prior year (4.1% on a mix-adjusted basis). Consistent with expectations, first quarter freight-adjusted unit cost of sales increased a modest 2% (4% on a unit cash cost of sales basis).

Current wording

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.

Previous wording

Net other nonoperating income (expense) was $1.4 million of income for the first quarter of 2026 compared to $(2.6) million of expense in the first quarter of 2025.

Current wording

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.

Previous wording

Income tax expense from continuing operations was $45.9 million in the first quarter of 2026 compared to $33.8 million in the first quarter of 2025. The increase in tax expense was primarily due to the increase in pretax earnings in 2026.

Current wording

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.

Previous wording

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 could lead to significant disruption of energy supplies and increases in global energy prices, which could 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.

Current wording

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.

Previous wording

Included in our March 31, 2026 cash and cash equivalents and restricted cash balances of $143.7 million is $3.5 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, 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."

Previous wording

Net cash provided by operating activities was $241.1 million during the three months ended March 31, 2026, a $10.4 million decrease compared to the same period of 2025. The decrease was primarily attributable to negative cash flow changes in working capital balances of $43.7 million partially offset by higher cash earnings in 2026 ($36.6 million higher net earnings less $16.1 million lower non-cash depreciation, depletion, accretion and amortization).

Current wording

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.

Previous wording

Days sales outstanding, a measurement of the time it takes to collect receivables, were 39.9 days at March 31, 2026 compared to 42.3 days at March 31, 2025. Additionally, our over 90 day receivables balance was $17.9 million at March 31, 2026, a decrease of $10.6 million from the $28.5 million balance at March 31, 2025. 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 42.1 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.

Previous wording

Net cash used for investing activities was $174.9 million during the first three months of 2026, a $48.4 million increase compared to the same period of 2025. During the first three months of 2025, we sold businesses for $19.0 million, whereas there were no business dispositions in the first three months of 2026 (see Note 16 to the condensed consolidated financial statements). During the first three months of 2026, we invested $176.5 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $168.0 million in the prior year period. This $176.5 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 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.

Previous wording

Net cash used for financing activities was $111.9 million during the first three months of 2026, a $421.0 million decrease compared to cash used of $532.9 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 and $197.0 million of commercial paper borrowings used to fund working capital requirements. The prior year includes $400.4 million of cash paid to redeem the senior notes due 2025. Additionally, we returned $217.4 million to shareholders through $67.9 million of dividends ($0.52 per share compared to $0.49 per share) and $149.5 million of common stock repurchases (504,190 shares repurchased at $296.47 average price per share in 2026 compared to 170,000 shares repurchased at $224.36 average price per share in 2025).

Current wording

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).

Previous wording

At March 31, 2026, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.9 times on a net debt basis reflecting $143.7 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%.

Current wording

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%.

Previous 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 March 31, 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 March 31, 2026, we had $197.0 million in short-term commercial paper borrowings with a 3.95% 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, 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.

Previous wording

As of March 31, 2026, our available borrowing capacity under the line of credit was $1,576.9 million. Utilization of the borrowing capacity was as follows:

Current wording

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:

Previous wording

•$23.1 million was used to support standby letters of credit

Current wording

•$18.5 million was used to support standby letters of credit

Previous wording

There were no current maturities of long-term debt as of March 31, 2026.

Current wording

The $400.0 million of current maturities of long-term debt as of June 30, 2026 is due as follows:

Previous wording

As of March 31, 2026, there were 4,768,487 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.

Current wording

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.

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, 2026.

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, 2026.