VMC 10-K & 10-Q changes, risk factors and insider trading
Vulcan Materials CO · NYSE · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 1396009 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
We are dependent on information technology systems (our own and those of our service providerssee in full comparisonsuch as Amazon Web Services), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption ofartificial intelligenceAI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure); identify orfailureresolvebydeficient,usinaccuratetoor biased outputs from the use of AI; or comply with applicable laws, rules orregulationsregulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significantliabilityliability, and have a material adverse effect on our business, financial condition and results of operations.
Expectations relating tosee in full comparisonenvironmental, social and governancesustainability considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business — Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused onenvironmental, social and governancesustainability considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters. In addition, we make statements about our sustainability goals and initiatives through our sustainability report, our other non-financial reports, information provided on our website, press releases and other communications. Responding to theseenvironmental, social and governancesustainability considerations and implementing these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control. We cannot guarantee that we will achieve our announced sustainability goals and initiatives. In addition, some stakeholders may disagree with our goals andinitiatives.initiatives, and the focus and views of stakeholders may change and evolve over time or vary depending on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with related federal, state or international laws and regulations, or meetevolving andevolving, varied and, at times, conflicting stakeholder expectations and standards could result in legal and regulatory proceedings against us.
Full comparison: every changed paragraph (13)
Our business is dependent on the timing and amount of federal, state and local funding for infrastructure — Our products are used in a variety of public infrastructure projects that are funded and financed by federal, state and local governments. In November 2021, the federal Infrastructure Investment and Jobs Act (IIJA),IIJA, which included a five-year road, bridge and public transportation program reauthorization at record levels, was signed into law. This federal highway program, as well as funding for other aggregates-intensive public infrastructure, will support demand for our products for several years to come. However, given the time to set up new federal programs, varying state and local budgetary situations and the stages of projects, we cannot be entirely assured of the existence, amount and timing of appropriations for future public infrastructure projects.
We are subject to various risks arising from our international business operations and relationships — We are subject to risks associated with potential disruption caused by changes in domestic or global political, economic and diplomatic developments, including war, civil and political unrest, illnesses declared as a public health emergency (including viral pandemics such as COVID-19), terrorism, expropriation and local labor conditions. We are also subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 (the FCPA) associated with our aggregates production facilities including those located in British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico. These risks have included, and may in the future include, changes in international trade policies, such as the United States - Mexico - Canada Agreement (USMCA), imposition of duties, tariffs, taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign governments, including expropriations and other forms of takings of property. Recently,In recent years, the Mexican government has taken actions that adversely affect our property and operations in Mexico, including arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. We continue to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law.
A deterioration in our credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of financing — We currently have approximately$4,362.1 $5.3 billionmillion of debt with maturities between 20252027 and 2054. We expect to finance acquisitions with a combination of cash flows from existing operations, additional debt and/or additional equity. The mix of financing sources for acquisitions will be situationally dependent.
▪•goodwill impairment
▪•impairment of long-lived assets excluding goodwill
▪•business combinations and purchase price allocation
▪•pension and other postretirement benefits
▪•environmental compliance costs
▪•claims and litigation including self-insurance
▪•income taxes
Climate change legislation or regulations may adversely impact our business — A number of governmental bodies have enacted, introduced or are contemplating legislative and regulatory change in response to the potential impacts of climate change. Such introduced or contemplated legislation or regulation, if enacted, potentially could include provisions for a “cap and trade” system of allowances and credits or a carbon tax, among other provisions, and adversely impact the availability and/or cost of purchased electricity.
Expectations relating to environmental, social and governancesustainability considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business — Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governancesustainability considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters. In addition, we make statements about our sustainability goals and initiatives through our sustainability report, our other non-financial reports, information provided on our website, press releases and other communications. Responding to these environmental, social and governancesustainability considerations and implementing these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control. We cannot guarantee that we will achieve our announced sustainability goals and initiatives. In addition, some stakeholders may disagree with our goals and initiatives.initiatives, and the focus and views of stakeholders may change and evolve over time or vary depending on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with related federal, state or international laws and regulations, or meet evolving andevolving, varied and, at times, conflicting stakeholder expectations and standards could result in legal and regulatory proceedings against us.
We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption of artificial intelligenceAI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure); identify or failureresolve bydeficient, usinaccurate toor biased outputs from the use of AI; or comply with applicable laws, rules or regulationsregulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liabilityliability, and have a material adverse effect on our business, financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “VALUE PROPOSITION”
New heading “1.Focused Strategy: Two-pronged approach to durable growth supported by foundation of talent, sustainability and innovation”
New heading “2.Right Product: Most aggregates-led company in the U.S. construction materials industry”
New heading “2025 Gross Profit”
New heading “3.Compelling Footprint: Serving markets better advantaged for growth”
New heading “4.Track Record Of Success: Best-in-class execution has ensured resiliency regardless of external market conditions”
New heading “Vulcan Aggregates Cash Gross Profit Per Ton”
New heading “9% Compound Annual Growth Since 2019”
New heading “5.Disciplined Capital Allocation: Balanced approach to support existing franchise, grow the business and return cash to shareholders”
New heading “Total Debt To Adjusted EBITDA”
New heading “Aggregates Shipments and Freight-Adjusted Sales Price in millions, except sales price data 1”
New heading “Asphalt Shipments and Average Sales Price in millions, except sales price data 1”
New heading “Concrete Shipments and Average Sales Price in millions, except sales price data 1”
Removed heading “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
Removed heading “CAPITAL ALLOCATION”
Removed heading “POSITIONED FOR GROWTH AND VALUE CREATION”
Removed heading “DURABLE BUSINESS MODEL TO EXTEND THE CYCLE AND SUSTAIN GROWTH”
Removed heading “INDUSTRY LEADER WITH CLEAR COMPETITIVE ADVANTAGES”
Removed heading “Source: Woods & Poole CEDDS 2024”
Removed heading “Based on people added from 2024 to 2034”
Removed heading “SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE”
Removed heading “Vulcan MSHA Injury Rate Compared to Aggregates Industry”
Removed heading “Number of Injuries per 200,000 Hours Worked”
Removed heading “Source: Bureau of Labor Statistics records and internal Vulcan data.”
Removed heading “*The aggregates industry MSHA injury rate for 2024 was not available as of the filing of this report.”
Removed heading “1Asphalt mix average sales price is calculated by dividing revenues generated from the shipment of asphalt mix by the total tons shipped. The sales price calculation excludes service revenues generated from our asphalt construction paving business.”
Removed heading “1Ready-mixed concrete average sales price is calculated by dividing revenues generated from the shipment of ready-mixed concrete by the total cubic yards shipped. The sales price calculation excludes immaterial revenues generated from the sale of raw materials.”
Removed heading “1Includes fees for unused borrowing capacity and fees for standby letters of credit. The figures for all years assume that the amount of unused borrowing capacity and the amount of standby letters of credit do not change from December 31, 2024.”
Removed heading “2Excludes lease renewal options which are included in the table labeled Maturity of Lease Liabilities in Note 7 “Leases” in Item 8 “Financial Statements and Supplementary Data.””
Removed heading “3Noncapital unconditional purchase obligations relate primarily to transportation and electricity contracts.”
Removed heading “4Payments in “Thereafter” column for benefit plans are for the years 2030-2034. The future contributions are based on current economic conditions and may vary based on future interest rates, asset performance, participant longevity and other plan experience.”
Removed heading “5Excludes discounted asset retirement obligations in the amount of $427.4 million at December 31, 2024, the majority of which have an estimated settlement date beyond 2029 (see Note 17 “Asset Retirement Obligations” in Item 8 “Financial Statements and Supplementary Data”).”
Removed heading “HOW WE ACCOUNT FOR ENVIRONMENTAL COSTS”
Largest changes
“4Payments in “Thereafter” column for benefit plans are for the years 2030-2034. The future contributions are based on current economic conditions and may vary based on future interest rates, asset performance, participant longevity and other plan experience.”see in full comparison
see in full comparisonPrior to our annual impairment test in 2022, we recorded an interim goodwill impairment loss of $50.9 million related to the sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania.The results of our annual impairmenttesttests for20222024 and 2025 indicated that the estimated fair values oftwo other Concrete segmentall reporting units with goodwill substantially exceeded their carryingvalues by less than 15%. One of those Concrete segment reporting units was sold during the fourth quarter of 2023.values. The results of our annual impairment test for 2023 indicated that the estimated fair value oftheoneotherof our Concrete segment reportingunitunits exceeded carrying value by less than 5%. During the third quarter of 2024, we determined that a triggering event had occurred with respect to this reporting unit. Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value. As a result, we recorded an $86.6 million noncash impairment charge.The results of our annual impairment test for 2024 indicated that the estimated fair values of all reporting units with goodwill substantially exceeded their carrying values.
“Source: Bureau of Labor Statistics records and internal Vulcan data.”see in full comparison
“•minimize financial and other covenants that limit our operating and financial flexibility 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:”see in full comparison
see in full comparison20242025 VERSUS20232024 — Net cash provided by operating activities was$1,409.6$1,813.0 million during2024,2025, a$127.2$403.4 milliondecreaseincrease compared to20232024.whichThe increase was primarilyresultedattributablefromto changes in working capitalbalances.balances, higher cash earnings in 2025 ($165.0 million higher net earnings in addition to $116.3 million higher non-cash depreciation, depletion, accretion and amortization), partially offset by an $86.6 million non-cash goodwill impairment charge in 2024.
“Loss on impairments was $86.6 million in 2024 which represents a goodwill impairment charge related to a reporting unit that includes concrete operations acquired from U.S. Concrete in 2021. Loss on impairments was $28.3 million in 2023 which represents a long-lived asset impairment charge related to the Texas concrete operations that were sold during the fourth quarter of 2023.”see in full comparison
Full comparison: every changed paragraph (272)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The objective of our management’s discussion and analysis is to help investors understand our operations and current business environment from the perspective of our management. The following discussion should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this Annual Report. The following generally includes a comparison of our results of operations and liquidity and capital resources forbetween 20242025 and 2023.2024. For the discussion of changes from 20222023 to 20232024 and other financial information related to 2022,2023, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 20232024 filed with the Securities and Exchange Commission on February 22,20, 2024.2025.
▪•Total revenues decreasedincreased $364.2$523.4 million, or 5%,7%, to $7,417.7$7,941.1 million
▪•Gross profit increased $51.1$175.0 million, or 3%,9%, to $1,999.6$2,174.6 million
▪•Selling, administrative and general (SAG) expenses decreasedincreased 2%6% to $531.1$564.1 million and increaseddecreased 2010 basis points as a percentage of total revenues
▪•Operating earnings decreasedincreased $62.9$255.1 million, or 4%,19%, to $1,364.5$1,619.6 million
▪•Earnings attributable to Vulcan from continuing operations were $6.91$8.15 per diluted share, compared to $7.06$6.91 per diluted share
▪•Adjusted earnings attributable to Vulcan from continuing operations were $7.53$8.00 per diluted share, compared to $7.00$7.53 per diluted share
▪•Net earnings attributable to Vulcan were $911.9$1,076.7 million, aan decreaseincrease of $21.3$164.8 million, or 2%18%
▪•Adjusted EBITDA was $2,057.2$2,323.6 million, an increase of $45.9$266.4 million, or 2%13%
▪•Aggregates segment sales increased $30.7$347.6 million, or 1%,6%, to $5,949.6$6,297.2 million
▪•Aggregates segment freight-adjusted revenues increased $174.9$349.2 million, or 4%,8%, to $4,636.2$4,985.4 million
▪•Shipments decreasedincreased 6%,3%, or 14.66.9 million tons, to 219.9226.8 million tons
▪•Freight-adjusted sales price increased 10.8%,4.3%, or $2.06$0.90 per tonton, to $21.08$21.98
▪•Aggregates segment gross profit increased $79.9$148.1 million, or 5%,8%, to $1,816.7$1,964.8 million
▪•Unit profitability (as measured by gross profit per ton) increased 12%5% to $8.26$8.66 per ton
▪•Unit profitability (as measured by cash gross profit per ton) increased 12%7% to $10.61$11.33 per ton
▪•Asphalt and Concrete segment sales decreasedincreased $490.9$241.9 million, or 21%,13%, to $1,899.1$2,141.0 million, collectively
▪•Asphalt and Concrete segment gross profit decreasedincreased $28.8$26.9 million, or 14%,15%, to $182.9$209.8 million, collectively
▪•Returned capital to shareholders via dividends of $259.8 million at $1.96 per share versus $244.4 million at $1.84 per share versus $228.4 million at $1.72 per share
▪•Returned capital to shareholders via share repurchases of $438.4 million at $283.82 average price per share compared to $68.8 million at $254.71 average price per share compared to $200.0 million at $204.52 average price per share Our aggregates-led business delivered aanother year of strong finishearnings growth and margin expansion. Net earnings attributable to theVulcan year.increased 18%, Adjusted EBITDA in the fourth quarter improved 16%,13%, and Adjusted EBITDA margin expanded 370160 basis points. TheThrough favorablea pricingconsistent environmentfocus coupledon withcommercial strongand operational executionexecution, ledwe continue to consistentdeliver year-over-yearattractive improvementorganic ingrowth and expand our industry-leading aggregates gross profit per ton each(which quarterincreased (and5% double-digitto improvement in cash gross profit$8.66 per ton) – finishing 2024 with aggregates gross profit per ton of $9.02 and cash gross profit per ton of(which $11.50increased 7% to $11.33). The resulting strong cash generation, coupled with disciplined M&A and portfolio management, positions us well to continue compounding results and creating value for theour fourthshareholders quarter.in As we look to 2025, the pricing environment remains favorable,2026 and we are focused on our operating disciplines to manage costs and improve efficiencies. By controlling what we can control, we expect to deliver approximately 19% growth in Adjusted EBITDA.beyond.
At year-end 2024,2025, total debt to Adjusted EBITDA was 2.61.9 times (2.31.8 times on a net debt basis, reflecting $600.8$189.4 million of cash on hand). Our weighted-average debt maturity was 12.613.7 years, and our total weighted-average effective interest rate was 5.0%. Return on invested capital was 16.2%.15.7%. WeOur remainstrong balance sheet and ample liquidity position us well positioned for continued growth with a strong liquidity position and balance sheet profile.growth.
CAPITAL ALLOCATION
1.Operating Capital (maintain and grow the value of our franchise) 2.Growth Capital (including acquisitions and greenfields) 3.Dividend Growth (with a keen focus on sustainability) 4.Return Excess Cash to Shareholders (primarily via share repurchases) Our first priority is to maintain and protect our valuable franchise by keeping our operations in good working order to ensure the production of high quality materials and timely delivery of goods and services to our customers. This capital requirement expands and contracts as production and shipment levels change. During 2024, we invested $638.0 million in capital expenditures to replace or improve existing property, plant & equipment.
Our second priority is to grow our franchise, primarily through business acquisitions and complemented by internal growth investments. For business acquisitions, we tend to look for bolt-on acquisitions, which are easier to integrate, and will pursue large business combinations that are the right fit and the right price. We use strategic and returns-based criteria to price potential acquisitions and are disciplined in our approach. We evaluate many potential acquisitions and only make offers on a few. We closed six business acquisitions during 2024 for total consideration of $2,297.1 million, including our acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P. (Superior). Wake Stone was a leading pure-play aggregates supplier in the Carolinas, and Superior was an integrated aggregates, asphalt and concrete producer in Southern California. These acquisitions add quality aggregates reserves to our existing franchise in three attractive states. We also completed bolt-on acquisitions in both Alabama and Texas. All of our 2024 acquisitions were in our top 10 revenue states, demonstrating consistency with our disciplined capital allocation priorities and aggregates-led strategy of continuing to expand our reach through value-enhancing acquisitions.
Our third priority is growing the dividend with a keen focus on sustainability through the economic cycle. During 2024, we paid a dividend per share of $1.84 and paid total dividends of $244.4 million.
And finally, if there is excess cash after fulfilling the prior capital allocation priorities, we will consider returning cash to shareholders via share repurchases. During 2024, we returned $68.8 million to our shareholders through share repurchases.
For a detailed discussion of our acquisitions and divestitures, see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data.”
WeAs carrywe solidlook momentumto into2026, 2025 andwe are wellencouraged positionedabout tothe deliverdemand anotherbackdrop yearin ofour strongmarkets. earningsWe growthexpect and cash generation. Continuedcontinued strength in public construction activity and ourimproving recentprivate acquisitionsnonresidential supportopportunities, oura expectationscombination forthat volumeshould growthbenefit inan 2025.already Thehealthy pricing environmentenvironment. remainsGrowing positive, and inflationary pressures continue to moderate. This backdrop,demand, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will leaddrive toanother year of earnings growth and further expansionimprovement in our industry-leading aggregates cashunit gross profit per ton and value creation for our shareholders.profitability.
▪A third consecutive year of double-digit year-over-year growth in Aggregates segment cash gross profit per ton ($10.61 in 2024)
▪Shipments growth of 3% to 5% (219.9 million tons in 2024)
▪Freight-adjusted price improvement of 5% to 7% ($21.08 in 2024); inclusive of over 100 basis points of negative mix impact from recent acquisitions
▪Low to mid-single digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton; $10.47 in 2024)
▪Total Asphalt and Concrete segment cash gross profit of approximately $360 million ($272 million in 2024)
▪Relative contribution of approximately two-thirds from the Asphalt segment and one-third from the Concrete segment
▪Selling, Administrative and General expenses of $550 million to $560 million ($531 million in 2024)
▪Interest expense of approximately $245 million
▪Capital spending for maintenance and growth projects of $750 million to $800 million
▪Depreciation, depletion, accretion and amortization expense of approximately $800 million
▪An effective tax rate of 22% to 23%
▪Net earnings attributable to Vulcan of $1,010 million to $1,170 million
▪Adjusted EBITDA between $2,350 million and $2,550 million (includes $150 million contribution from acquisitions)
POSITIONED FOR GROWTH AND VALUE CREATION
DURABLE BUSINESS MODEL TO EXTEND THE CYCLE AND SUSTAIN GROWTH
▪39% improvement in Aggregates gross profit per ton since 2022
▪36%•Continued improvement in Aggregates segment cash gross profit per ton since($11.33 2022in 2025)
•Total shipments up 1% to 3% (226.8 million tons in 2025)
•Freight-adjusted price improvement of 4% to 6% ($21.98 in 2025)
•Low-single digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton; $10.65 in 2025)
•Total Asphalt and Concrete segment cash gross profit of approximately $290 million ($322 million in 2025); excludes California ready-mixed concrete assets held for sale
•Relative contribution of approximately 85% from the Asphalt segment and 15% from the Concrete segment
•Selling, Administrative and General expenses of $580 million to $590 million ($564 million in 2025)
•Interest expense of approximately $225 million
•Capital spending for maintenance and growth projects of $750 million to $800 million
•Depreciation, depletion, accretion and amortization expense of approximately $700 million
•An effective tax rate of 22% to 23%
•Net earnings attributable to Vulcan of $1,100 million to $1,300 million
•Adjusted EBITDA between $2,400 million and $2,600 million
Source: Dodge Data & Analytics
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. Economic pressures on our customers, including the challenges of inflation 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.
What changed in the latest 10-Q
Risk Factors
There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “YEAR-TO-DATE JUNE 30, 2026 COMPARED TO YEAR-TO-DATE JUNE 30, 2025”
Largest changes
“•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.”see in full comparison
“We remain well positioned for continued growth with a strong liquidity position and balance sheet profile.”see in full comparison
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 ofsee in full comparisonMarchJune31,30, 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 ofMarchJune31,30, 2026, we had$197.0nomillion in short-termoutstanding commercial paperborrowings with a 3.95% effective interest rate.borrowings.
Net cashsee in full comparisonusedprovidedforby investing activities was$174.9$144.8 million during the firstthreesix months of 2026, a$48.4$381.7 million increase in cash compared to the same period of 2025. During the firstthreesix 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 soldbusinessesnon-strategic operations for$19.0cashmillion, whereas there were no business dispositions in the first three monthsproceeds of2026$19.0 million (see Note 16 to the condensed consolidated financial statements).DuringAdditionally, during the firstthreesix months of 2026, we invested$176.5$370.4 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to$168.0$270.9 million in the prior year period. This$176.5$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.
“•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 The combination of our advantaged aggregates-led business and consistent focus on our strategic disciplines resulted in a 28% improvement in net earnings attributable to Vulcan, 9% growth in Adjusted EBITDA, and a 40 basis point expansion in Adjusted EBITDA margin in the first quarter. Our strategy and execution, enhanced by innovation and technology, position us well to deliver strong earnings growth and cash generation. …”see in full comparison
Full comparison: every changed paragraph (95)
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.
FINANCIAL HIGHLIGHTS FOR FIRSTSECOND QUARTER 2026
Compared to firstsecond quarter of 2025:
•Gross profit increased $57.4$0.3 million, or 16%,less than 1%, to $422.7$625.5 million
•Unit profitability (as measured by gross profit per ton) increased 7%less than 1% to $8.01$9.47 per ton
•Asphalt and Concrete segment gross profit increaseddecreased $14.4$7.5 million to $22.4$58.2 million, collectively
•Operating earnings increaseddecreased $39.0$15.5 million, or 17%,3%, to $265.4$455.5 million
•Adjusted EBITDA was $447.1$654.0 million, ana increasedecrease of $36.2$5.5 million, or 9%1%
•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.
•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 The combination of our advantaged aggregates-led business and consistent focus on our strategic disciplines resulted in a 28% improvement in net earnings attributable to Vulcan, 9% growth in Adjusted EBITDA, and a 40 basis point expansion in Adjusted EBITDA margin in the first quarter. Our strategy and execution, enhanced by innovation and technology, position us well to deliver strong earnings growth and cash generation. With this focus, and the financial strength and flexibility to grow, we will continue to drive sustainable value creation and win the future in aggregates.
Through the first threesix months, cash provided by operating activities was $241.1$584.6 million. Capital expenditures for maintenance and growth projects were $90.4$176.3 million in the firstsecond quarter. We returned $67.9$67.5 million to shareholders through dividends (a 3%4% increase versus the prior year) and $149.5$250.3 million through share repurchases (acompared 292%to increaseno versusshare repurchases in the prior year quarter). As of MarchJune 31,30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.91.7 times on a net debt basis, reflecting $143.7$288.7 million of cash on hand). Our weighted-average debt maturity was 13.113.2 years, and our weighted-average effective interest rate was 4.99%.5.04%.
On a trailing-twelve months basis, return on invested capital of 16.0%16.1% decreasedincreased 20 basis points over the prior year primarily as a result of acquisitions completed in the fourth quarter of 2024.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.
We remain well positioned for continued growth with a strong liquidity position and balance sheet profile.
WeOur aggregates business is executing well, and we reiterate our full-year outlook to deliver between $2.4 and $2.6 billion of Adjusted EBITDA. OurThe executionconstruction inenvironment theremains firstsupportive quarter,of incontinued additionaggregates toprice agrowth, healthy backlog supported byand large projects and public construction activity, gives us good momentum heading into the rest of the year. Weactivity continue to monitorsupport theour potentialexpectation impactsfor fromvolume geopoliticalgrowth uncertaintyin but,2026. asAs always, willour remainfocus focusedremains on whatcompounding weaggregates canunit controlprofitability to drive durableearnings growth.growth and strong cash generation for our shareholders.
FIRSTSECOND QUARTER 2026 COMPARED TO FIRSTSECOND QUARTER 2025
FirstSecond quarter 2026 total revenues were $1,755.9$2,155.8 million, up 7%3% from the firstsecond quarter of 2025. Shipments increased in aggregates (+5%1%), and decreased in asphalt mix (+2%12%) and ready-mixed concrete (+6%17%). Gross profit increased in the Aggregates segment (+$43.0$7.8 million or 12%1%), decreased in the Asphalt segment (+$7.4 million or 157%13%) and decreased in the Concrete segment (+$7.0$0.1 million or 219%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 firstsecond quarter of 2026 were $165.5$323.4 million, or $1.26$2.48 per diluted share, compared to $128.9$320.9 million, or $0.97$2.42 per diluted share, in the firstsecond quarter of 2025. Each period’s results were impacted by discrete items, as follows:
Net earnings attributable to Vulcan for the firstsecond quarter of 2026 include:
•pretax gain on discontinued operations of $1.7 million
•pretax chargesnet loss of $2.0$13.2 million associatedrelated withto divestedthe operationssale 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:
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.
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:
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 loss on discontinued operations of $1.4 million
•$2.2$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 quartersix months of 2025 include:
•pretax charges of $1.2 million associated with non-routine acquisitions
•pretax charges of $1.8 million associated with non-routine acquisitions
•$1.7$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) werewas $1.35$3.93 per diluted share for the first quartersix months of 2026 compared to $1.00$3.45 per diluted share for the first quartersix months of 2025.
CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for theyear-to-date firstJune quarter of30, 2026 versus theyear-to-date firstJune quarter of30, 2025 are summarized below:
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).
VMC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (2 insiders, 3 trade dates, 18,212 shares, about $5.1M). Net open-market shares: -18,212 (purchases minus sales); net value about -$5.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-21 | Hill J Thomas |
Open-market sale | 5,696 | $275.49 | $1.6M |
| 2026-08-21 | Hill J Thomas |
Open-market sale | 4,000 | $276.70 | $1.1M |
| 2026-08-21 | Hill J Thomas |
Open-market sale | 542 | $277.09 | $150.2K |
| 2026-08-21 | Hill J Thomas |
Open-market sale | 3,762 | $276.51 | $1.0M |
| 2026-08-12 | Hill J Thomas |
Shares withheld for tax | 18,882 | $287.79 | $5.4M |
| 2026-08-12 | Hill J Thomas |
Shares withheld for tax | 18,969 | $287.79 | $5.5M |
| 2026-08-12 | Hill J Thomas |
Option exercise | 26,100 | $113.16 | $3.0M |
| 2026-08-12 | Hill J Thomas |
Shares withheld for tax | 17,176 | $287.79 | $4.9M |
| 2026-08-12 | Hill J Thomas |
Shares withheld for tax | 17,962 | $287.79 | $5.2M |
| 2026-08-12 | Hill J Thomas |
Option exercise | 27,000 | $133.95 | $3.6M |
| 2026-08-12 | Hill J Thomas |
Option exercise | 21,670 | $180.52 | $3.9M |
| 2026-08-12 | Hill J Thomas |
Option exercise | 22,400 | $185.31 | $4.2M |
| 2026-08-12 | Hill J Thomas |
Option exercise | 24,800 | $164.38 | $4.1M |
| 2026-08-12 | Hill J Thomas |
Shares withheld for tax | 17,287 | $287.79 | $5.0M |
| 2026-08-07 | Clement David P |
Open-market sale | 2,000 | $285.10 | $570.2K |
| 2026-06-15 | Clement David P |
Open-market sale | 2,212 | $292.29 | $646.5K |
| 2026-06-12 | Hall Grayson |
Option exercise | 655 | — | — |
| 2026-06-12 | Kennard Lydia H |
Option exercise | 655 | — | — |
Well-known investors holding VMC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Dodge & Cox | 2026-06-30 | 24,000 | $7.1M | 0.0% | No change |
| Gardner Russo & Quinn (Tom Russo) | 2026-06-30 | 7,263 | $2.1M | 0.02% | No change |