UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

~~(Mark One)~~
☒ þ			QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


~~For the quarterly period ended~~ ~~September 30, 2017~~
OR
☐ o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
~~For the transition period from to~~
~~Commission File Number~~ ~~001-33841~~

For the transition period from to

Commission File Number 001-33841

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)



New Jersey (State or other jurisdiction of incorporation)	20-8579133 (I.R.S. Employer Identification No.)

1200 Urban Center Drive, Birmingham, Alabama (Address of principal executive offices)		35242 (zip code)

(205)298-3000 (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Name of each exchange on which registered
~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities~~ Common Stock, $1 par value	VMC	New York Stock Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes ☒ No ☐~~ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Smaller reporting company ☐

Non-accelerated filer ~~☐ (Do not check if a smaller reporting company)~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


Class			Shares outstanding at April 22, 2024
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒~~
~~Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:~~
~~Class~~ Common Stock, $1 Par Value	~~Shares outstanding~~ ~~at October 31, 2017~~ ~~132,284,484~~
		132,252,263

VULCAN MATERIALS COMPANY

FORM 10-Q

QUARTER ENDED MARCH 31, 2024

CONTENTS

~~VULCAN MATERIALS COMPANY~~

~~FORM 10-Q~~

~~QUARTER ENDED SEPTEMBER 30, 2017~~

~~Contents~~

PART I

FINANCIAL INFORMATION

~~Page~~

~~PART I~~

~~FINANCIAL INFORMATION~~

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About

Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.

Mine Safety Disclosures

Item 5.

~~Item 6.~~

Other Information

~~Exhibits~~43

Item 6.

~~Signatures~~Exhibits

Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.

Signatures

~~part~~

PART I ~~financial information~~

~~ITEM 1~~

FINANCIAL ~~STATEMENTS~~

INFORMATION


ITEM 1
FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS



Unaudited, except for December 31	September 30	December 31	September 30
in thousands	2017	2016	2016
Unaudited				Unaudited	March 31 2024	December 31 2023	March 31 2023
in millions					March 31 2024	December 31 2023	March 31 2023
Assets
Assets
Assets
Cash and cash equivalents	$ 701,163	$ 258,986	$ 135,365
Cash and cash equivalents
Cash and cash equivalents
Restricted cash	0	9,033	0
Accounts and notes receivable
Accounts and notes receivable, gross	582,105	494,634	536,242
Less: Allowance for doubtful accounts	(2,903)	(2,813)	(4,260)
Allowance for credit losses
Accounts and notes receivable, net	579,202	491,821	531,982
Inventories
Finished products	307,046	293,619	283,266
Raw materials	27,852	22,648	25,411
Products in process	1,652	1,480	2,753
Operating supplies and other	29,276	27,869	26,612
Inventories	365,826	345,616	338,042
Prepaid expenses	100,781	31,726	71,370
Other current assets

Total current assets
Total current assets
Total current assets	1,746,972	1,137,182	1,076,759
Investments and long-term receivables	35,999	39,226	38,914
Property, plant & equipment
Property, plant & equipment, cost	7,539,928	7,185,818	7,105,036
Allowances for depreciation, depletion & amortization	(4,002,227)	(3,924,380)	(3,876,743)
Property, plant & equipment, net	3,537,701	3,261,438	3,228,293
Operating lease right-of-use assets, net
Goodwill	3,101,337	3,094,824	3,094,824
Other intangible assets, net	835,269	769,052	753,314
Other noncurrent assets	182,056	169,753	165,981
Total assets	$ 9,439,334	$ 8,471,475	$ 8,358,085
Liabilities
Current maturities of long-term debt	4,827	138	131
Current maturities of long-term debt
Current maturities of long-term debt

Trade payables and accruals
Trade payables and accruals
Trade payables and accruals	181,207	145,042	163,139
Other current liabilities	227,665	227,064	197,642

Total current liabilities
Total current liabilities
Total current liabilities	413,699	372,244	360,912
Long-term debt	2,809,966	1,982,751	1,983,639
Deferred income taxes, net	716,165	702,854	706,715
Deferred revenue	193,117	198,388	201,732
Noncurrent operating lease liabilities
Other noncurrent liabilities	621,253	642,762	601,117
Total liabilities	$ 4,754,200	$ 3,898,999	$ 3,854,115
Other commitments and contingencies (Note 8)				Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480,000 shares,
Outstanding 132,281, 132,339 and 132,309 shares, respectively	132,281	132,339	132,309
Common stock, $1 par value, Authorized 480.0 shares, Outstanding 132.3, 132.1 and 133.1 shares, respectively
Common stock, $1 par value, Authorized 480.0 shares, Outstanding 132.3, 132.1 and 133.1 shares, respectively
Common stock, $1 par value, Authorized 480.0 shares, Outstanding 132.3, 132.1 and 133.1 shares, respectively
Capital in excess of par value	2,803,106	2,807,995	2,805,355
Retained earnings	1,886,006	1,771,518	1,685,412
Accumulated other comprehensive loss	(136,259)	(139,376)	(119,106)
Total shareholders' equity
Noncontrolling interest
Total equity	$ 4,685,134	$ 4,572,476	$ 4,503,970
Total liabilities and equity	$ 9,439,334	$ 8,471,475	$ 8,358,085
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME



	Three Months Ended		Nine Months Ended
Unaudited		September 30		September 30
in thousands, except per share data	2017	2016	2017	2016
Unaudited
Unaudited
in millions, except per share data
in millions, except per share data
in millions, except per share data
Total revenues
Total revenues
Total revenues	$ 1,094,715	$ 1,008,140	$ 2,912,806	$ 2,719,693
Cost of revenues	789,199	703,931	2,155,536	1,958,581
Cost of revenues
Cost of revenues
Gross profit
Gross profit
Gross profit	305,516	304,209	757,270	761,112
Selling, administrative and general expenses	73,350	76,311	238,263	235,460
Gain on sale of property, plant & equipment
and businesses	1,488	2,023	4,630	2,934
Business interruption claims recovery	0	690	0	11,652
Impairment of long-lived assets	0	0	0	(10,506)
Other operating expense, net	(4,167)	(3,535)	(27,763)	(23,949)
Selling, administrative and general expenses
Selling, administrative and general expenses
Gain on sale of property, plant & equipment and businesses
Gain on sale of property, plant & equipment and businesses
Gain on sale of property, plant & equipment and businesses

Other operating income (expense), net

Other operating income (expense), net

Other operating income (expense), net
Operating earnings	229,487	227,076	495,874	505,783
Other nonoperating income, net	1,784	990	5,677	325
Operating earnings
Operating earnings
Other nonoperating income (expense), net
Other nonoperating income (expense), net
Other nonoperating income (expense), net
Interest expense, net	82,041	33,126	154,572	100,192
Earnings from continuing operations
before income taxes	149,230	194,940	346,979	405,916
Interest expense, net
Interest expense, net
Earnings from continuing operations before income taxes
Earnings from continuing operations before income taxes
Earnings from continuing operations before income taxes
Income tax expense
Income tax expense
Income tax expense	39,080	49,803	81,557	91,575
Earnings from continuing operations	110,150	145,137	265,422	314,341
Earnings (loss) on discontinued operations, net of tax	(1,571)	(3,113)	8,217	(7,451)
Earnings from continuing operations
Earnings from continuing operations
Loss on discontinued operations, net of tax
Loss on discontinued operations, net of tax
Loss on discontinued operations, net of tax
Net earnings	$ 108,579	$ 142,024	$ 273,639	$ 306,890
Net earnings
Net earnings
Earnings attributable to noncontrolling interest
Earnings attributable to noncontrolling interest
Earnings attributable to noncontrolling interest
Net earnings attributable to Vulcan
Net earnings attributable to Vulcan
Net earnings attributable to Vulcan
Other comprehensive income, net of tax
Reclassification adjustment for cash flow hedges	1,188	307	1,836	902
Amortization of actuarial loss and prior service
cost for benefit plans	427	20	1,281	61
Other comprehensive income, net of tax
Other comprehensive income, net of tax
Amortization of prior cash flow hedge loss
Amortization of prior cash flow hedge loss
Amortization of prior cash flow hedge loss
Amortization of actuarial loss and prior service cost for benefit plans
Amortization of actuarial loss and prior service cost for benefit plans
Amortization of actuarial loss and prior service cost for benefit plans
Other comprehensive income
Other comprehensive income
Other comprehensive income	1,615	327	3,117	963
Comprehensive income	$ 110,194	$ 142,351	$ 276,756	$ 307,853
Basic earnings (loss) per share
Comprehensive income
Comprehensive income
Comprehensive earnings attributable to noncontrolling interest
Comprehensive earnings attributable to noncontrolling interest
Comprehensive earnings attributable to noncontrolling interest
Comprehensive income attributable to Vulcan
Comprehensive income attributable to Vulcan
Comprehensive income attributable to Vulcan
Basic earnings (loss) per share attributable to Vulcan
Basic earnings (loss) per share attributable to Vulcan
Basic earnings (loss) per share attributable to Vulcan
Continuing operations
Continuing operations
Continuing operations	$ 0.83	$ 1.09	$ 2.00	$ 2.36
Discontinued operations	(0.01)	(0.02)	0.07	(0.06)
Discontinued operations
Discontinued operations
Net earnings	$ 0.82	$ 1.07	$ 2.07	$ 2.30
Diluted earnings (loss) per share
Net earnings
Net earnings

Diluted earnings (loss) per share attributable to Vulcan

Diluted earnings (loss) per share attributable to Vulcan

Diluted earnings (loss) per share attributable to Vulcan
Continuing operations
Continuing operations
Continuing operations	$ 0.82	$ 1.07	$ 1.97	$ 2.31
Discontinued operations	(0.01)	(0.02)	0.06	(0.05)
Discontinued operations
Discontinued operations
Net earnings
Net earnings
Net earnings	$ 0.81	$ 1.05	$ 2.03	$ 2.26
Weighted-average common shares outstanding
Weighted-average common shares outstanding
Weighted-average common shares outstanding
Basic
Basic
Basic	132,484	133,019	132,510	133,418
Assuming dilution	134,765	135,823	134,853	135,932
Cash dividends per share of common stock	$ 0.25	$ 0.20	$ 0.75	$ 0.60
Depreciation, depletion, accretion and amortization	$ 79,636	$ 72,049	$ 227,974	$ 213,362
Assuming dilution
Assuming dilution

Effective tax rate from continuing operations	26.2%	25.5%	23.5%	22.6%
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

Effective tax rate from continuing operations

Effective tax rate from continuing operations

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended
Unaudited		September 30	Unaudited	Three Months Ended March 31
in thousands	2017	2016
in millions			in millions	2024	2023
Operating Activities
Net earnings
Net earnings
Net earnings	$ 273,639	$ 306,890
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	227,974	213,362
Depreciation, depletion, accretion and amortization
Depreciation, depletion, accretion and amortization

Noncash operating lease expense
Noncash operating lease expense
Noncash operating lease expense
Net gain on sale of property, plant & equipment and businesses	(4,630)	(2,934)
Contributions to pension plans	(17,638)	(7,126)
Share-based compensation expense	19,953	15,645
Deferred tax expense (benefit)	11,298	25,094
Cost of debt purchase	43,048	0
Changes in assets and liabilities before initial effects of business acquisitions
and dispositions	(162,849)	(145,548)
Deferred income taxes, net
Changes in assets and liabilities before initial effects of business acquisitions and dispositions
Other, net	8,740	(774)
Net cash provided by operating activities	$ 399,535	$ 404,609
Investing Activities
Purchases of property, plant & equipment	(366,845)	(287,440)
Purchases of property, plant & equipment
Purchases of property, plant & equipment
Proceeds from sale of property, plant & equipment	10,403	5,865
Payment for businesses acquired, net of acquired cash	(210,562)	(1,611)
Decrease in restricted cash	9,033	1,150
Proceeds from sale of businesses
Payment for businesses acquired, net of acquired cash and adjustments
Other, net	405	2,488
Net cash used for investing activities	$ (557,566)	$ (279,548)
Financing Activities			Financing Activities
Proceeds from line of credit	5,000	3,000
Payment of line of credit	(5,000)	(3,000)
Proceeds from short-term debt
Payment of short-term debt
Payment of current maturities and long-term debt	(800,572)	(14)
Proceeds from issuance of long-term debt	1,600,000	0
Debt discounts and issuance costs	(15,046)	0
Debt issuance and exchange costs
Payment of finance leases
Purchases of common stock	(60,303)	(161,463)
Dividends paid	(99,263)	(79,865)
Share-based compensation, shares withheld for taxes	(24,608)	(32,414)
Net cash provided by (used for) financing activities	$ 600,208	$ (273,756)
Net increase (decrease) in cash and cash equivalents	442,177	(148,695)
Cash and cash equivalents at beginning of year	258,986	284,060
Cash and cash equivalents at end of period	$ 701,163	$ 135,365
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.
Other, net
Net cash used for financing activities
Net decrease in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of period

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

~~notes to condensed consolidated financial statements~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~

NOTE 1: ~~summary of significant accounting policies~~

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the ~~nation's~~nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete.

We operate primarily in the United States, and our principal product — aggregates — is used in ~~virtually all~~most types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve aggregates markets in ~~twenty~~twenty-three states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico ~~and the Bahamas.~~(see Note 8, NAFTA Arbitration). Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in our ~~mid-Atlantic, Georgia, Southwestern,~~Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, U.S. Virgin Islands and ~~Western~~Washington D.C. markets.

BASIS OF PRESENTATION

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards, if any, as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, ~~2016~~2023 was derived from the audited financial statement, but it does not include all disclosures required by ~~accounting principles generally accepted in the United States of America.~~GAAP. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. ~~Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.~~ For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

~~Due~~

Operating results for the three month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes (refer to the Critical Accounting Policies included in Item 7 of our most recent Annual Report on Form 10-K). Events that relate to conditions arising after March 31, 2024will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

We own an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca) which was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

RESTRICTED CASH

Restricted cash primarily consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary. Cash restricted pursuant to like-kind exchange agreements remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. Restricted cash may also include cash reserved by other contractual agreements (such as asset purchase agreements) for a specified purpose and therefore is not available for use for other purposes. Restricted cash is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows.

INVENTORIES

Inventories and supplies are stated at the lower of cost or net realizable value. Inventories are as follows:


in millions	March 31 2024		December 31 2023		March 31 2023
Finished products	$	512.7	$	494.4	$	437.8
Raw materials	58.7		51.2		70.6
Products in process	6.8		6.5		6.2
Operating supplies and other	69.0		63.5		71.0
Total inventories	$	647.2	$	615.6	$	585.6

DISCONTINUED OPERATIONS

In 2005, ~~sale~~we sold substantially all the assets of our Chemicals business ~~as described in Note 2, the~~to a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are ~~presented~~classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive ~~Income.~~

~~SHARE-BASED COMPENSATION – ACCOUNTING STANDARDS UPDATE~~

~~We adopted Accounting Standards Update (ASU) 2016-09, “Improvement~~Income for all periods presented. Results from discontinued operations are as follows:


in millions	Three Months Ended March 31
	2024		2023
Pretax loss	$	(2.3)	$	(2.9)
Income tax benefit	0.6		0.8
Loss on discontinued operations, net of tax	$	(1.7)	$	(2.1)

Our discontinued operations include charges related to ~~Employee Share-Based Payment Accounting,”~~general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (including certain matters as discussed in ~~the fourth quarter of 2016. The provisions of this standard~~Note 8). There were ~~applied as of the beginning of the year of adoption resulting in revisions to our 2016 interim financial statements.~~

~~Under ASU 2016-09, tax benefits resulting~~no revenues from tax deductions in excess of the compensation cost recognized (excess tax benefits) are reflected as discrete income tax benefits in the period of exercise or issuance. Before the adoption of this standard, excess tax benefits were recorded directly to equity (APIC). Net excess tax benefits are reflected as a reduction to our income tax expensediscontinued operations for the three and nine months ended September 30, 2017 ($4,001,000 and $20,759,000, respectively) and revised three and nine months ended September 30, 2016 ($2,259,000 and $24,451,000, respectively). As a result, we also revised our September 30, 2016 diluted share calculation to exclude the assumption that proceeds from excess tax benefits would be used to purchase shares, resulting in an increase in dilutive shares of 790,000 for the quarter and 740,000 year-to-date.

Under ASU 2016-09, gross excess tax benefits are classified as operating cash flows rather than financing cash flows. As a result, for the nine months ended September 30, 2016 we increased our operating cash flows and decreased our financing cash flows by $26,747,000. Additionally, this ASU requires cash paid for shares withheld to satisfy statutory income tax withholding obligations be classified as financing activities rather than operating activities. As a result, for the nine months ended September 30, 2016 we increased our operating cash flows and decreased our financing cash flows by $32,414,000.

periods presented.

~~RECLASSIFICATIONS~~

~~Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2017 presentation.~~

EARNINGS PER SHARE (EPS)

Earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS), as set forth below:

Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Weighted-average common shares

outstanding
132,484

133,019

132,510

133,418

Dilutive effect of

Stock-Only Stock Appreciation Rights
1,249

1,356

1,305

1,322

Other stock compensation plans
1,032

1,448

1,038

1,192

Weighted-average common shares

outstanding, assuming dilution
134,765

135,823

134,853

135,932


	Three Months Ended March 31
in millions	2024	2023
Weighted-average common shares outstanding	132.4	133.2
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2	0.2
Other stock compensation awards	0.5	0.3
Weighted-average common shares outstanding, assuming dilution	133.1	133.7

All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded.

Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price is as follows:

Three Months Ended

Nine Months Ended

September 30

in thousands

2017

2016

2017

2016

Three Months Ended
March 31

in millions

Antidilutive common stock equivalents

234

Antidilutive common stock equivalents

RECLASSIFICATIONS

~~Note 2: Discontinued Operations~~

~~In 2005, we sold substantially all the assets~~

As a result of a first quarter 2024 change in our ~~Chemicals business~~internal management reporting structure, prior period segment information has been revised to ~~Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The financial~~conform to our current segment reporting structure. This change had no impact on our prior consolidated results of operations, financial position or cash flows (refer to Note 13 for further information).

NOTE 2: LEASES

Our portfolio of nonmineral leases is composed of leases for real estate (including office buildings, aggregates sales yards and terminals, and concrete and asphalt sites) and equipment (including railcars and rail track, barges, and office, plant and mobile equipment).

Lease right-of-use (ROU) assets and liabilities and the ~~Chemicals business~~weighted-average lease terms and discount rates are ~~classified~~ as ~~discontinued~~follows:


in millions	Classification on the Balance Sheet	March 31 2024			December 31 2023			March 31 2023
Assets
Operating lease ROU assets		$	641.8		$	636.1		$	669.6
Accumulated amortization		(129.4)			(124.4)			(100.1)
Operating leases, net	Operating lease right-of-use assets, net	512.4			511.7			569.5
Finance lease ROU assets		60.4			62.3			91.6
Accumulated depreciation		(21.5)			(20.2)			(16.6)
Finance leases, net	Property, plant & equipment, net	38.9			42.1			75.0
Total lease assets		$	551.3		$	553.8		$	644.5
Liabilities
Current
Operating	Other current liabilities	$	47.3		$	47.3		$	48.6
Finance	Other current liabilities	11.7			12.5			21.3
Noncurrent
Operating	Noncurrent operating lease liabilities	508.2			507.4			545.9
Finance	Other noncurrent liabilities	14.6			16.6			30.5
Total lease liabilities		$	581.8		$	583.8		$	646.3
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		19.4			19.5			19.6
Finance leases		2.5			2.5			2.8
Weighted-average discount rate
Operating leases		4.4		%	4.3		%	4.0		%
Finance leases		2.6		%	2.4		%	1.9		%

The decreases from March 31, 2023 in total lease assets and liabilities presented above primarily relate to the November 2023 sale of concrete operations in Texas (see Note 16 for additional information). Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options. In addition to the ~~accompanying Condensed Consolidated Statements~~lease assets and liabilities presented in the table above, we entered into an agreement to lease a terminal in California and expect to have all permits in place associated with all lease commencement options by the middle of ~~Comprehensive Income~~2024.

The components of lease expense are as follows:


	Three Months Ended March 31
in millions	2024		2023
Finance lease cost
Depreciation of right-of-use assets	$	2.5	$	3.4
Interest on lease liabilities	0.2		0.2
Operating lease cost	18.8		19.4
Short-term lease cost 1	11.1		11.7
Variable lease cost	5.3		5.1
Sublease income	(0.8)		(0.8)
Total lease expense	$	37.1	$	39.0

1Includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for ~~all periods presented. There were no revenues from discontinued operations~~operating leases was $18.4 million and $18.3 million for the ~~periods presented. Results from discontinued operations are as follows:~~

Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Discontinued Operations

Pretax earnings (loss)
$       (1,282)

$       (5,135)

$      13,614

$    (12,312)

Income tax (expense) benefit
(289)

2,022

(5,397)

4,861

Earnings (loss) on discontinued operations,

net of tax
$       (1,571)

$       (3,113)

$        8,217

$       (7,451)

~~Our~~ ~~discontinued operations~~ ~~include charges related~~ ~~to general~~three months ended March 31, 2024 and ~~product liability costs, including legal defense costs,~~2023, respectively. Cash paid for finance leases (principal and ~~environmental remediation costs associated with our former Chemicals business.~~ ~~The 2017 results noted above primarily reflect charges~~interest) was $3.7 million and ~~related insurance recoveries, including those associated with~~$6.1 million for the ~~Texas Brine matter, as further discussed in Note 8.~~

~~Note~~three months ended March 31, 2024 and 2023, respectively.

NOTE 3: ~~Income Taxes~~

INCOME TAXES

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates and permanent differences between book and tax accounting such as percentage ~~depletion, and tax planning alternatives available in the various jurisdictions in which we operate.~~depletion. For interim financial reporting, we calculate our quarterly income tax provision in accordance with the EAETR. Each quarter, we update our EAETR based on our revised full-year expectation of pretax earnings and calculate the income tax provision so that the year-to-date income tax provision reflects the EAETR. Significant judgment is required in determining our EAETR.

In the ~~third~~first quarter of ~~2017,~~2024, we recorded income tax expense from continuing operations of ~~$39,080,000~~$28.9 million compared to ~~income~~$16.6 million in the first quarter of 2023. Theincrease in tax expense ~~from continuing operations of $49,803,000~~was primarily due toa discrete tax benefit recognized in the ~~third~~first quarter of ~~2016.~~2023 related to a 2022 business disposition.

In August 2022, the Inflation Reduction Act (IRA) was signed into law, effective for tax years beginning on or after January 1, 2023. The ~~decrease~~IRA introduced a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions. We were not subject to CAMT in 2023 and do not anticipate being subject to CAMT in 2024.

As discussed in Note 8, in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our ~~income tax expense resulted largely from applying the statutory rate to the decrease~~Calica operations in ~~our pretax earnings.~~

For the first nine months of 2017, we recorded income tax expense from continuing operations of $81,557,000 compared to $91,575,000 for the first nine months of 2016. The decrease in our income tax expense resulted largely from applying the statutory rate to the decrease in our pretax earnings.

~~We recognize~~Mexico. In 2023, Calica had deferred tax assets ~~and liabilities (which reflect our best assessment~~(including net operating losses) of ~~the future taxes~~$27.4 million against which we ~~will pay) based on the differences between the book basis and tax basis of assets and liabilities. Deferred tax assets represent items to be used as~~have a ~~tax deduction or credit~~full valuation allowance recorded. In 2024, we project a $6.7 million increase in ~~future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns.~~

~~Each quarter we analyze the likelihood that our~~ deferred tax assets ~~will be realized. A~~against which a valuation allowance iswas recorded ~~if, based on~~as a component of the ~~weight~~EAETR in the first three months of ~~all available positive and negative evidence, it is more likely than not (a likelihood~~2024. A majority of ~~more than 50%) that some portion, or all, of a deferred tax asset will not be realized.~~

~~Based on our third quarter 2017 analysis, we believe it is more likely than not that we will realize~~ the ~~benefit of all our~~ deferred tax assets ~~with the exception of certain state~~relate to a net operating loss ~~carryforwards. For December 31, 2017,~~(NOL) carryforward which would expire between 2032 and 2034 if not utilized. Should the Mexican government lift the shutdown and/or if we are successful in our North American Free Trade Agreement (NAFTA) claim, we will reevaluate the need for a valuation allowance against the deferred tax assets.

We project Alabama NOL carryforward deferred tax assets ~~related to state net operating loss carryforwards~~at December 31, 2024 of ~~$53,751,000,~~$68.4 million against which we have a valuation allowance of ~~which $52,552,000 relates to Alabama. The~~$48.2 million. Almost all of the Alabama ~~net operating loss~~NOL carryforward would expire between 2024 and 2029 if not utilized, would expire in years 2023 – 2029. Before 2015, this Alabama deferred tax asset carried a full valuation allowance. During 2015, we restructured our legal entities which resulted in a partial release of the valuation allowance in the amount of $4,655,000. During the fourth quarter of 2016, we achieved three consecutive years of positive Alabama adjusted earnings which resulted in an additional partial release of the valuation allowance in the amount of $4,791,000. We expect one additional significant partial release of this valuation allowance once we have returned to sustained profitability, which we project will occur in the fourth quarter of 2017 (“Alabama adjusted earnings” and “sustained profitability” are defined in our most recent Annual Report on Form 10-K).

We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax benefit. Our liability for unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation.

utilized.

A summary of our deferred tax assets and liabilities is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2023.

NOTE 4: REVENUES

Revenues are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales taxes and other taxes we collect are recorded as liabilities until remitted and thus are excluded from revenues. Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market for the three month periods ended March 31, 2024 and 2023 are disaggregated as follows (the decrease in Gulf Coast market concrete revenues is primarily attributable to the sale of concrete operations in Texas in November 2023; see Note ~~4: deferred~~16 for additional information):


	Three Months Ended March 31, 2024
in millions	Aggregates		Asphalt		Concrete		Total
Total Revenues by Geographic Market 1
East	$	339.0	$	22.7	$	75.9	$	437.6
Gulf Coast	756.3		42.5		2.1		800.9
West	196.0		121.0		70.3		387.3
Segment sales	$	1,291.3	$	186.2	$	148.3	$	1,625.8
Intersegment sales	(80.1)		0.0		0.0		(80.1)
Total revenues	$	1,211.2	$	186.2	$	148.3	$	1,545.7


	Three Months Ended March 31, 2023
in millions	Aggregates		Asphalt		Concrete		Total
Total Revenues by Geographic Market 1
East	$	343.2	$	21.8	$	87.8	$	452.8
Gulf Coast	789.1		46.2		136.2		971.5
West	164.3		101.8		61.1		327.2
Segment sales	$	1,296.6	$	169.8	$	285.1	$	1,751.5
Intersegment sales	(102.5)		0.0		0.0		(102.5)
Total revenues	$	1,194.1	$	169.8	$	285.1	$	1,649.0

1The geographic markets are defined by states/countries as follows:

East market - Arkansas, Delaware, Illinois, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Virginia and Washington D.C.

Gulf Coast market - Alabama, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Texas, U.S. Virgin Islands, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico)

West market - Arizona, California, Hawaii, New Mexico and British Columbia (Canada)

Total revenues are primarily derived from our product sales of aggregates (crushed stone, sand and gravel, sand and other aggregates), asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and service revenues related to our aggregates business, such as landfill tipping fees. Our total service revenues were $36.5 million (2.4% of total revenues) and $35.0 million (2.1% of total revenues) for the three months ended March 31, 2024 and 2023, respectively.

Our products typically are sold to private industry and not directly to governmental entities. Although approximately 40% to 55% of our aggregates shipments have historically been used in publicly funded construction (such as highways, airports and government buildings), a relatively small portion of our sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail publicly funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments.

PRODUCT REVENUES

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs at a point in time when our aggregates, asphalt mix and ready-mixed concrete are shipped/delivered and control passes to the customer. Revenue for our products is recorded at the fixed invoice amount, and payment is due by the 15th day of the following month — we do not offer discounts for early payment.

Freight & delivery generally represents pass-through transportation costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity. Likewise, the costs related to freight & delivery are included in cost of revenues.

Freight & delivery revenues are as follows:


	Three Months Ended March 31
in millions	2024		2023
Total revenues	$	1,545.7	$	1,649.0
Freight & delivery revenues 1	(221.8)		(226.0)
Total revenues excluding freight & delivery	$	1,323.9	$	1,423.0

1Includes freight & delivery to remote distribution sites.

CONSTRUCTION PAVING SERVICE REVENUES

Revenue from our asphalt construction paving business is recognized over time using the percentage-of-completion method under the cost approach. The percentage of completion is determined by costs incurred to date as a percentage of total costs estimated for the project. Under this approach, recognized contract revenue

equals the total estimated contract revenue multiplied by the percentage of completion. Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at March 31, 2024 and 2023 were $158.6 million and $126.2 million, respectively. The remaining period to complete the obligations at March 31, 2024 ranged from 1 month to 42 months.

Our construction contracts are unit priced, and an account receivable is recorded for amounts invoiced based on actual units produced. Contract assets for estimated earnings in excess of billings, contract assets related to retainage provisions and contract liabilities for billings in excess of costs are immaterial. Variable consideration in our construction paving contracts is immaterial and consists of incentives and penalties based on the quality of work performed. Our construction paving contracts may contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run from nine months to one year after project completion. Due to the nature of our construction paving projects, including contract owner inspections of the work during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties.

VOLUMETRIC PRODUCTION PAYMENT DEFERRED REVENUES

In 2013 and 2012, we sold a percentage interest in certain future aggregates production for net cash proceeds of $226.9 million. These transactions, structured as volumetric production payments (VPPs).

~~The VPPs:~~

~~relate to eight quarries in Georgia and South Carolina~~

~~provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future production from aggregates reserves~~

▪relate to eight quarries in Georgia and South Carolina

~~are both time and volume limited~~

▪provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future aggregates production

~~contain no minimum annual or cumulative guarantees for production or sales volume, nor minimum sales price~~

▪contain no minimum annual or cumulative guarantees by us for production or sales volume, nor minimum sales price

▪are both volume and time limited (we expect the transactions will last approximately 20 more years, limited by volume rather than time)

We are the exclusive sales agent for, and transmit quarterly to the purchaser the proceeds from the sale of, the purchaser’s share of aggregates production. Our consolidated total revenues exclude the ~~sales of aggregates owned by the VPP purchaser.~~

~~We received net cash proceeds~~revenue from the sale of the ~~VPPs~~purchaser’s share of ~~$153,282,000 and $73,644,000 for~~aggregates.

The proceeds we received from the ~~2013 and 2012 transactions, respectively. These proceeds~~sale of the percentage interest were recorded as deferred revenue on the balance ~~sheet and are amortized to~~sheet. We recognize revenue on a unit-of-sales basis ~~over~~(as we sell the ~~terms~~purchaser’s share of production) relative to the volume limitations of the ~~VPPs (expected to be approximately 25 years, limited~~transactions. Given the nature of the risks and potential rewards assumed by ~~volume rather than time).~~

~~Reconciliation of~~ the buyer, the transactions do not reflect financing activities.

Changes in our deferred revenue balances (current and noncurrent) isare as follows:

Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Deferred Revenue

Balance at beginning of period
$     203,100

$     210,200

$     206,468

$     214,060

Amortization of deferred revenue
(1,903)

(2,068)

(5,271)

(5,928)

Balance at end of period
$     201,197

$     208,132

$     201,197

$     208,132


	Three Months Ended March 31
in millions	2024		2023
Deferred revenue balance at beginning of period	$	152.8	$	161.8
Revenue recognized from deferred revenue	(1.7)		(2.0)
Deferred revenue balance at end of period	$	151.1	$	159.8

Based on expected sales from the specified quarries, we expect to recognize ~~approximately $8,080,000~~$7.5 million of VPP deferred revenue as income during the ~~12-month~~twelve-month period ending ~~September 30, 2018~~March 31, 2025 (reflected in other current liabilities in our ~~2017~~March 31, 2024 Condensed Consolidated Balance Sheet).

~~Note~~

NOTE 5: ~~Fair Value Measurements~~

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs that are derived principally from or corroborated by observable market data

Level 3: Inputs that are unobservable and significant to the overall fair value measurement

Our assets subject to fair value measurement on a recurring basis are summarized below:

Level 1 Fair Value

September 30

December 31

September 30

in thousands

2017

2016

Fair Value Recurring

in millions

March 31
2024

December 31
2023

March 31
2023

Level 1 Fair Value

Rabbi Trust

Mutual funds

$ 7,431

$ 6,883

$ 6,601

Equities

12,825

10,033

8,574

Mutual funds

Total

$ 20,256

$ 16,916

$ 15,175

Level 2 Fair Value

Interest rate swaps

Rabbi Trust

Money market mutual fund

Total

Level 2 Fair Value

September 30

December 31

September 30

in thousands
2017

2016

2016

Fair Value Recurring

Rabbi Trust

Money market mutual fund
$           386

$        1,705

$        2,144

Total
$           386

$        1,705

$        2,144

We have two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds ~~and equity securities~~ for which quoted prices in active markets are available. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund ~~(short-term, highly liquid assets in commercial paper,~~(high-quality, short-term, ~~bonds and certificates of deposit)~~U.S. dollar-denominated money market instruments).

Net gains of the Rabbi ~~Trust~~Trusts’ investments were ~~$1,950,000~~ $2.4 millionand ~~$1,379,000~~$1.1 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively. The portions of the net gains related to investments still held by the Rabbi Trusts at ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 were ~~$1,424,000~~$2.3 million and ~~$273,000,~~$1.3 million, respectively.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date. These interest rate swaps are more fully described in Note 6.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 7, respectively.

~~Assets subject to fair value measurement on a nonrecurring basis are summarized below:~~

Period ended September 30, 2017

Period ended September 30, 2016

Impairment

Impairment

in thousands
Level 2

Charges

Level 2

Charges

Fair Value Nonrecurring

Property, plant & equipment, net
$              0

$              0

$              0

$       1,359

Other intangible assets, net
0

0

0

8,180

Other assets
0

0

0

967

Total
$              0

$              0

$              0

$     10,506

We recorded $10,506,000 of losses on impairment of long-lived assets for the nine months ended September 30, 2016, reducing the carrying value of these Aggregates segment assets to their estimated fair value of $0. Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).

~~Note~~

NOTE 6: ~~Derivative Instruments~~

DERIVATIVE INSTRUMENTS

During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, ~~and consistent with our risk management policies,~~ we use derivative instruments to balance the cost and risk of such ~~exposure.~~expenses. We do not use derivative instruments for trading or other speculative purposes.

~~The accounting for gains~~

In March 2023, we issued $550.0 million of 5.80% fixed-rate debt maturing in March 2026. Concurrently, we entered into fixed-to-floating interest rate swap agreements designated as fair value hedges in the amount of $550.0 million. Under these swap agreements, we received a fixed interest rate of 5.80% (matches the fixed rate we paid on the $550.0 million of debt) and ~~losses that result from~~paid daily compound Secured Overnight Financing Rate (SOFR) plus 0.241%. These swap agreements terminated in March 2024, coinciding with the redemption of the debt.

The changes in the fair value of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationship. The interest rate lock agreements described below werethese swaps designated as ~~cash flow hedges. The~~fair value hedges were recorded in interest expense and were perfectly offset by changes in the fair value of ~~our cash flow hedges are~~the related debt also recorded in ~~accumulated other comprehensive income (AOCI) and are reclassified into~~ interest ~~expense~~expense. These swaps were recognized at fair value in the ~~same period the hedged items affect earnings.~~

~~CASH FLOW HEDGES~~

~~During~~accompanying Condensed Consolidated Balance Sheets as follows:


in millions	Balance Sheet Location	March 31 2024		December 31 2023		March 31 2023
Fair Value Hedges 1
Interest rate swaps	Other current/noncurrent assets	$	0.0	$	3.9	$	3.8
Interest rate swaps	Other current/noncurrent liabilities	0.0		(4.2)		(0.8)
Interest rate swaps net asset (liability)		$	0.0	$	(0.3)	$	3.0

1See Note 5 for further discussion of fair value determination.

In 2007, 2018 and 2020, we entered into ~~fifteen forward starting~~ interest rate locks ~~on $1,500,000,000~~ of future debt issuances to hedge the risk of higher interest rates. ~~Upon the 2007 and 2008 issuances of the related fixed-rate debt, underlying~~These interest ~~rates were lower than the~~ rate locks ~~and we terminated and settled~~were designated as cash flow hedges. The gain/loss upon settlement of these ~~forward starting locks for~~ cash ~~payments of $89,777,000. This amount was booked to AOCI~~flow hedges is deferred (recorded in accumulated other comprehensive income (AOCI)) and ~~is being~~ amortized to interest expense over the term of the related debt.

This amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

Three Months Ended

Nine Months Ended

Location on

September 30

in thousands

Statement

2017

2016

2017

2016

in millions

2024

Cash Flow Hedges

Loss reclassified from AOCI

Interest

(effective portion)

expense

$ (1,955)

$ (507)

$ (3,022)

$ (1,490)

Loss reclassified from AOCI

~~The 2017 losses reclassified from AOCI include the acceleration of deferred losses in the amount of $1,405,000 referable to the July debt purchases as described in Note 7.~~

For the ~~12-month~~twelve-month period ending ~~September 30, 2018,~~March 31, 2025, we estimate that ~~$344,000~~$2.3 million of the ~~pretax~~$19.0 million net of tax loss in AOCI will be reclassified to ~~earnings.~~

interest expense.

~~Note~~

NOTE 7: ~~Debt~~

DEBT

Debt is detailed as follows:

Effective

September 30

December 31

September 30

in thousands
Interest Rates

2017

2016

2016

Short-term Debt

Bank line of credit expires 2021 1, 2, 3
n/a

$                  0

$                0

$                0

Total short-term debt

$                  0

$                0

$                0

Long-term Debt

Bank line of credit expires 2021 1, 2, 3
n/a

$                  0

$     235,000

$     235,000

7.00% notes due 2018
n/a

0

272,512

272,512

10.375% notes due 2018
n/a

0

250,000

250,000

Floating-rate notes due 2020
2.13%

250,000

0

0

7.50% notes due 2021
7.75%

600,000

600,000

600,000

8.85% notes due 2021
8.88%

6,000

6,000

6,000

Term loan due 2021 2, 3
2.49%

250,000

0

0

4.50% notes due 2025
4.65%

400,000

400,000

400,000

3.90% notes due 2027
4.00%

400,000

0

0

7.15% notes due 2037
8.05%

240,188

240,188

240,188

4.50% notes due 2047
4.59%

700,000

0

0

Other notes 3
6.31%

353

365

484

Total long-term debt - face value

$    2,846,541

$  2,004,065

$  2,004,184

Unamortized discounts and debt issuance costs

(31,748)

(21,176)

(20,414)

Total long-term debt - book value

$    2,814,793

$  1,982,889

$  1,983,770

Less current maturities

4,827

138

131

Total long-term debt - reported value

$    2,809,966

$  1,982,751

$  1,983,639

Estimated fair value of long-term debt

$    3,068,236

$  2,243,213

$  2,305,065


in millions	Effective Interest Rates	March 31 2024		December 31 2023		March 31 2023
Bank line of credit expires 2027 1		$	0.0	$	0.0	$	0.0
Commercial paper expires 2027 1		0.0		0.0		0.0
Total short-term debt		$	0.0	$	0.0	$	0.0
Bank line of credit expires 2027 1		$	0.0	$	0.0	$	0.0
Commercial paper expires 2027 1		550.0		550.0		550.0
4.50% notes due 2025	4.65%	400.0		400.0		400.0
5.80% notes due 2026		0.0		550.0		550.0
3.90% notes due 2027	4.00%	400.0		400.0		400.0
3.50% notes due 2030	3.94%	750.0		750.0		750.0
7.15% notes due 2037	8.05%	129.2		129.2		129.2
4.50% notes due 2047	4.59%	700.0		700.0		700.0
4.70% notes due 2048	5.42%	460.9		460.9		460.9
Other notes	0.47%	1.0		1.4		1.5
Total long-term debt - face value		$	3,391.1	$	3,941.5	$	3,941.6
Unamortized discounts and debt issuance costs		(59.9)		(63.4)		(67.2)
Fair value adjustments 2		0.0		(0.3)		3.0
Total long-term debt - book value		$	3,331.2	$	3,877.8	$	3,877.4
Less current maturities		(0.5)		(0.5)		(0.5)
Total long-term debt - reported value		$	3,330.7	$	3,877.3	$	3,876.9
Estimated fair value of long-term debt		$	3,205.2	$	3,798.0	$	3,770.2


1	1Borrowings on the bank line of credit and commercial paper are classified as short-term ~~debt~~ if we intend to repay within twelve months and as ~~long-term debt otherwise.~~
2	~~The effective interest rate is the spread over LIBOR as of the most recent balance sheet date.~~
3	~~Non-publicly traded debt.~~

~~Our total~~ long-term ~~debt - book~~if we have the intent and ability to extend payment beyond twelve months.

2See Note 6 for additional information on our fair value ~~is presented in the table above net of unamortized discounts/premiums and unamortized deferred debt issuance costs. Discounts/premiums~~hedging strategy.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in ~~$4,473,000~~$3.5 million and $2.5 million of net interest expense for these items for the ~~nine~~three months ended ~~September 30, 2017.~~

~~The estimated fair value of our debt presented in the table above was determined by: (1) averaging several asking price quotes for the publicly traded notes~~March 31, 2024 and (2) assuming par value for the remainder of the debt. The fair value estimates for the publicly traded notes were based on Level 2 information (as defined in Note 5) as of their respective balance sheet dates.

2023, respectively.

DELAYED DRAW TERM LOAN, LINE OF CREDIT

AND COMMERCIAL PAPER PROGRAM

In ~~December 2016, among other favorable changes,~~June 2021, we ~~extended~~entered into a $1,600.0 million unsecured delayed draw term loan which was fully drawn in August 2021 upon the ~~maturity date~~acquisition of ~~our~~U.S. Concrete. The delayed draw term loan was paid down to $1,100.0 million in September 2021 with cash on hand, paid down to $550.0 million in August 2022 using the proceeds from the issuance of commercial paper as described below and fully repaid in March 2023 using proceeds from the issuance of 5.80% senior notes as described below.

In 2022, we established a $1,600.0 million commercial paper program through which we borrowed $550.0 million that was used to partially repay the delayed draw term loan. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors.

Our $1,600.0 million unsecured ~~$750,000,000~~ line of credit ~~from June 2020 to December 2021. The credit agreement~~matures in August 2027 and contains ~~affirmative, negative and financial~~ covenants customary for an unsecured investment-grade facility. The primary negative covenant limits our ability to incur secured debt. The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1 (upon certain acquisitions, the maximum ratio can be 3.75:1 for three quarters), and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of ~~September 30, 2017,~~March 31, 2024, we were in compliance with the covenants. Borrowings on the line of credit ~~covenants.~~

Borrowings on our line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend repayment beyond twelve months. Borrowings bear interest, at our option, at either ~~LIBOR~~SOFR plus a ~~credit~~ margin ~~ranging from 1.00% to 1.75%,~~ or ~~SunTrust~~Truist Bank’s base rate ~~(generally, its prime rate)~~ plus a ~~credit margin ranging from 0.00% to 0.75%.~~margin. The ~~credit margin for both LIBOR and base rate borrowings is~~margins are determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the ~~credit~~ margin for ~~LIBOR~~SOFR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from ~~0.10%~~0.090% to ~~0.25%~~0.225% determined by our credit ratings. As of ~~September 30, 2017,~~March 31, 2024, the ~~credit~~ margin for ~~LIBOR~~SOFR borrowings was ~~1.25%~~1.125%, the ~~credit~~ margin for base rate borrowings was ~~0.25%,~~0.125% and the commitment fee for the unused amount was ~~0.15%~~0.100%.

As of ~~September 30, 2017,~~March 31, 2024, our available borrowing capacity under the line of credit was ~~$706,712,000.~~$1,510.8 million. Utilization of the borrowing capacity was as follows:

~~none was borrowed~~

~~$43,288,000 was used to provide support for outstanding standby letters of credit~~

▪None was borrowed

▪$89.2 million was used to support standby letters of credit

TERM DEBT

All of our $3,391.1 million (face value) of term debt (which includes the $550.0 million commercial paper) is unsecured. ~~$2,596,188,000~~All of ~~such~~the covenants in the debt ~~is governed by two essentially identical indentures that contain~~agreements are customary for investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt. $250,000,000 of such debt is governed, as described below, by the same credit agreement that governs our line of credit.facilities. As of ~~September 30, 2017,~~March 31, 2024, we were in compliance with all term debt covenants.

In ~~June 2017,~~March 2023, we issued ~~$1,000,000,000~~$550.0 million of ~~debt composed of three issuances as follows: (1) $700,000,000 of 4.50%~~5.80% senior notes due June 2047, (2) $50,000,000 of 3.90% senior notes due April 2027 (these notes are a further issuance of, and form a single series with, the 3.90% notes issued in March 2017), and (3) $250,000,000 of floating-rate senior notes due June 2020. These issuances resulted in2026. Total proceeds of ~~$989,512,000~~$546.6 million (net of ~~original issue discounts/premiums, underwriter fees~~discounts and ~~other~~ transaction costs)~~. The proceeds will be used to partially finance the pending acquisition of Aggregates USA, LLC as described in Note 16 and~~, together with cash on hand, were used to ~~early retire~~repay the $550.0 million delayed draw term loan. We redeemed these notes ~~due~~at par in ~~2018 ($272,512,000 @ 7.00%~~March 2024 using cash on hand and $250,000,000 @ 10.375%). This early retirement was completed in July at a cost of $565,560,000 including a $43,020,000 premium above the principal amount of the notes and transaction costs of $28,000. As a result, in the third quarter, we recognized ~~$3,029,000 of net~~ noncash expense ~~associated~~of $2.3 million with the acceleration of unamortized ~~discounts,~~ deferred debt issuance ~~costs and deferred interest rate derivative settlement losses. The combined charge of $46,077,000 was a component of interest expense for the three and nine months ended September 30, 2017.~~

In June 2017, we drew the full $250,000,000 on the unsecured delayed draw term loan entered into in December 2016. These funds were used to repay the $235,000,000 borrowed on our line of credit and for general corporate purposes. Borrowings bear interest in the same manner as the line of credit. The term loan principal will be repaid quarterly beginning March 2018 as follows: quarters 5 - 8 @ $1,562,500/quarter; 9 - 12 @ $3,125,000/quarter; 13 - 19 @ $4,687,500/quarter and $198,437,500 for quarter 20 (December 2021). The term loan may be prepaid at any time without penalty. It is provided by the same group of banks that provides our line of credit, and is governed by the same credit agreement as the line of credit. As such, it is subject to the same affirmative, negative, and financial covenants.

In March 2017, we issued $350,000,000 of 3.90% senior notes due April 2027 for proceeds of $345,450,000 (net of original issue discounts, underwriter fees and other transaction costs). The proceeds were used for general corporate purposes. This series of notes now totals $400,000,000 due to the additional $50,000,000 of notes issued in June (as described above).

costs.

STANDBY LETTERS OF CREDIT

We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, ~~typically~~ renew automatically and can only be modified or ~~cancelled~~canceled with the approval of the beneficiary. ~~All of our~~Our standby letters of credit are issued by banks that participate in our ~~$750,000,000~~$1,600.0 million line of credit and reduce the borrowing capacity thereunder. Our standby letters of credit as of ~~September 30, 2017~~March 31, 2024 are summarized by purpose in the table below:


in millions

~~in thousands~~
~~Standby Letters of Credit~~
Risk management insurance	$ ~~38,111~~	80.5
Reclamation/restoration requirements			~~5,177~~ 8.7
Total			$ ~~43,288~~	89.2

NOTE 8: COMMITMENTS AND CONTINGENCIES

Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note ~~8: Commitments~~4. As the holder of the operating interest, we have responsibility to bear the cost of mining and ~~Contingencies~~

producing the reserves attributable to this nonoperating interest.

As stated in Note 2, our lease liabilitiestotaled $581.8 million as of March 31, 2024.

As summarized by purpose ~~directly above~~ in Note 7, our standby letters of credit totaled ~~$43,288,000~~$89.2 million as of ~~September 30, 2017.~~

March 31, 2024.

As described in Note 9, our asset retirement obligations totaled ~~$222,888,000~~$325.7 million as of ~~September 30, 2017.~~

March 31, 2024.

LITIGATION AND ENVIRONMENTAL MATTERS

We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.

We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally, we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party's share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties.

We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion, based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period.

Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below:


in millions	March 31 2024		December 31 2023		March 31 2023
Accrued Environmental Remediation Costs
Continuing operations	$	33.2	$	32.6	$	28.5
Retained from former Chemicals business	8.3		8.3		8.3
Total	$	41.5	$	40.9	$	36.8

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are more specifically described below:

~~Lower Passaic River Study Area (Superfund Site)~~ — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey. Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group) to a May 2007 Administrative Order on Consent (AOC) with the EPA to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River). However, before the draft RI/FS was issued in final form, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River. The EPA estimates that the cost of implementing this proposal is $1.38 billion. In September 2016, the EPA entered into an Administrative Settlement Agreement and Order on Consent with Occidental Chemical Corporation (Occidental) in which Occidental agreed to undertake the remedial design for this bank-to-bank dredging remedy, and to reimburse the United States for certain response costs.

▪LOWER PASSAIC RIVER STUDY AREA (DISCONTINUED OPERATIONS and SUPERFUND SITE) — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey. Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group, CPG) to a May 2007 Administrative Order on Consent (AOC) with the EPA to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River). The draft RI/FS was submitted recommending a targeted hot spot remedy; however, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River. The EPA estimates that the cost of implementing this proposal is $1.38 billion. In September 2016, the EPA entered into an Administrative Settlement Agreement and Order on Consent with Occidental Chemical Corporation (Occidental) in which Occidental agreed to undertake the remedial design for this bank-to-bank dredging remedy and to reimburse the United States for certain response costs.

Efforts to investigate and remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades. We formerly owned a chemicals operation near the mouth of the River, which was sold in 1974. The major risk drivers in the River have been identified asto include dioxins, PCBs, DDx and mercury. We did not manufacture any of these risk drivers and have no evidence that any of these were discharged into the River by Vulcan.

~~The AOC does not obligate us~~

In August 2017, the EPA informed certain members of the CPG, including Vulcan and others, that it planned to ~~fund or perform~~use the ~~remedial action contemplated by either~~services of a third-party allocator with the ~~draft RI/FS or~~expectation of offering cash-out settlements to some parties in connection with the bank-to-bank remedy identified in the ROD. ~~Furthermore,~~This voluntary allocation process established an impartial third-party expert recommendation for use by the ~~parties who will participate~~government and the participants as the basis of possible settlements, including settlements related to future remediation actions. The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in ~~funding~~late December 2020. Certain PRPs, including Vulcan, thereafter received a joint confidential settlement demand from the ~~remediation~~EPA/Department of Justice (DOJ). Vulcan and ~~their respective allocations have not been determined. We do not agree that a bank-to-bank remedy is warranted, and we are not obligated to fund any~~certain of the ~~remedial action at this time; nevertheless, we previously estimated~~other PRPs that received the ~~cost~~joint confidential settlement demand (the Settling Defendants) reached an agreement to ~~be incurred by us as~~settle with the EPA/DOJ and negotiated a ~~potential participant in a bank-to-bank dredging remedy and recorded an~~Consent Decree. The Consent Decree has been lodged with the court. Vulcan’s portion of the settlement is within the immaterial loss recorded for this matter in 2015.

~~TEXAS BRINE MATTER —~~ During the operation of its former Chemicals Division, Vulcan leased the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005. Throughout that period and for all times thereafter, the Texas Brine Company (Texas Brine) was the operator contracted by Vulcan to mine and deliver the salt. We sold our Chemicals Division in 2005 and transferred our rights and interests related to the salt and mining operations to the purchaser, a subsidiary of Occidental, and we have had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed in the vicinity of the Texas Brine mining operations, and numerous lawsuits were filed in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were also filed in federal court before the Eastern District of Louisiana in New Orleans.

In July 2018, Vulcan, along with more than 100 other defendants, was sued by Occidental in United States District Court for the District of New Jersey, Newark Vicinage. Occidental is seeking cost recovery and contribution under CERCLA for costs related to the River. This lawsuit is currently stayed pending adjudication of the Consent Decree. In another related proceeding, Occidental filed a lawsuit in March 2023 against Vulcan and 39 other defendants in United States District Court for the District of New Jersey, Newark Vicinage seeking cost recovery and contribution under CERCLA for costs related to the upper 9 miles of the River. It is unknown at this time how the settlement and approval of the Consent Decree with the EPA/DOJ would affect the Occidental lawsuits.

~~There~~ ~~are~~

▪TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During operation of its former Chemicals Division, Vulcan leased the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005. Throughout that period, Texas Brine Company (Texas Brine) was the operator contracted by Vulcan to mine and deliver the salt as brine. We sold our Chemicals Division in 2005 and transferred our rights and interests related to the salt and mining operations to the purchaser, a subsidiary of Occidental Chemical Company (Occidental), and we have had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed in the vicinity of the Texas Brine mining operations. Numerous lawsuits were filed thereafter in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were filed in the United States District Court for the Eastern District of Louisiana in New Orleans.

In these lawsuits, the main plaintiffs sued numerous defendants,, including Texas Brine, Occidental and Vulcan, alleging various damages including, but not limited to, property damages; a claim by the State of Louisiana for response costs and civil penalties; physical damages to oil and gas pipelines and storage facilities (pipelines); and business interruption losses. All such claims have been settled except for the claims by the State of Louisiana. Our insurers to date have funded these settlements in excess of our self-insured retention amount.

Additionally, Texas Brine, Occidental and Vulcan sued each other in various state and federal court forums. Vulcan and Occidental ~~to the litigation~~ have since dismissed all of their claims against one another; Texas Brine’s and Occidental’s claims against each other are pending in arbitration; and Texas Brine’s and Vulcan’s claims against each other are pending in state and federal court. ~~Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Bri~~ne~~. We have since been added as a direct and third-party defendant by other parties, including a direct claim by the~~ s~~tate of Louisiana. Damage categories encompassed within~~ ~~the litigation~~ ~~include~~ ~~individual plaintiffs’ claims for property damage,~~ ~~a claim by~~ ~~the~~ s~~tate of Louisia~~na~~and~~In general, Texas Brine ~~for response costs, claims for physical damages to~~ ~~nearby~~ ~~oil~~ ~~and gas~~ ~~pipelines and storage facilities (pipelines)~~, ~~and~~ ~~business interruption claims. In addition to the plaintiffs’ claims, we were also sued for contractual indemnity and comparative fault by both Texas Brine and Occidental. It is alleged~~ alleges that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to ~~act. It is also alleged~~act; that we breached the salt lease with Occidental,, as well as an operating agreement and related contracts with Texas ~~Brin~~e;Brine; that we ~~are~~were strictly liable for certain property damages in our capacity as a former lessee of the salt lease; and that we violated ~~certain covenants and conditions in~~ the agreement under which we sold our Chemicals Division to Occidental. ~~We have likewise made~~Texas Brine’s claims against Vulcan include claims for ~~contractual~~past and future response costs, lost profits and investment costs, indemnity payments, attorneys’ fees, other litigation costs, and ~~on a basis of comparative fault against~~judicial interests. Texas Brine ~~and Occidental.~~also recently filed a lawsuit against Vulcan ~~and Occidental have since dismissed all of their claims against one another.~~seeking indemnity for potential exposure Texas Brine ~~has claims that remain pending against Vulcan and against Occidental. Discovery remains ongoing in various cases.~~

~~In December 2016, we settled with plaintiffs in one of~~ ~~the~~ ~~cases involving~~ ~~individual~~ ~~property damages. During the first nine months of 2017, we settled~~ ~~with the plaintiffs~~may have to Occidental in the ~~cases involving physical damages to pipelines. Our~~ ~~insurers~~ ~~have funded~~related arbitration, the ~~settlements in excess~~State of ~~our self-insured retention amount. Each of~~Louisiana, and for ongoing and future Louisiana regulatory matters. In August 2022, we removed the ~~pipeline plaintiffs signed~~lawsuit to federal court.

The state court held a ~~release in favor of Vulcan and agreed that we would not be responsible to the pipelines for any amount beyond the settlement amount. A~~joint bench trial (judge only) ~~began~~ in ~~September~~ 2017 ~~and ended~~ in ~~October in two~~three cases brought by pipeline companies claiming damages to their facilities as a result of the ~~three pipeline cases. The~~sinkhole. This “Phase 1” trial was limited in scope to ~~the allocation of~~ comparative fault orand liability for causing the ~~sinkhole, with~~sinkhole. In December 2017, the trial court issued a ruling allocating fault as follows: Occidental 50%, Texas Brine (and its wholly-owned subsidiary) 35% and Vulcan 15%. In December 2020, the Louisiana Court of Appeal, First Circuit reversed the judgment in part in one of the three jointly tried cases, allocating 55% of the fault to Texas Brine (and its wholly-owned subsidiary); 30% to Occidental; and affirming the 15% fault allocation to Vulcan. In May 2021 and April 2022, the Court of Appeal issued judgments in the other two pipeline cases, adopting the same fault allocation. The Louisiana Supreme Court has declined to review the judgments, resulting in final judgments regarding fault allocations in those matters.

In the second quarter of 2022, we recorded an immaterial loss related to the claims brought by Texas Brine. In August 2022, Vulcan and Texas Brine commenced a joint “Phase 2” bench trial in the same three pipeline cases where fault was allocated. Prior to trial, the trial court granted various motions by Vulcan seeking dismissal of Texas Brine’s contract-based claims and hundreds of millions of dollars in alleged damages. Thus, the Phase 2 trial addressed the claims that remained pending between Texas Brine and Vulcan after that motion practice. During the Phase 2 trial, Texas Brine and Vulcan reached a negotiated joint stipulation as to the amount of Texas Brine’s damages ~~trial to be held~~for its surviving tort claims at ~~a later date. Vulcan participated~~issue in the trial. After applying Vulcan’s 15% fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial ~~as it encompassed cross-party~~is within the immaterial loss recorded during the second quarter of 2022. In December 2022, the trial court entered a judgment in the pipeline cases reflecting this stipulation. Texas Brine moved to assess all trial costs against Vulcan. Texas Brine and ~~third-party~~Vulcan thereafter reached a settlement, wherein Vulcan agreed to pay a portion of Texas Brine's trial costs, the amount of which was within the remaining immaterial loss recorded in the second quarter of 2022.

The December 2022 Phase 2 judgment did not address numerous of Texas Brine’s claims ~~against us. The court ordered post-trial briefs~~seeking hundreds of millions of dollars in damages that were dismissed prior to ~~be filed early November 2017, and scheduled closing arguments for later that month.~~trial. Texas Brine has appealed those judgments. We ~~do not know~~cannot at this time ~~when~~reasonably estimate the ~~judge will issue his ruling.~~

Werange of liability, if any, that could result if an appellate court reverses any of the trial court’s decisions. At this time, we also cannot reasonably estimate a range of liability pertaining to the ~~open~~claims brought by the State of Louisiana.

▪NEW YORK WATER DISTRICT CASES AND NEW JERSEY NATURAL RESOURCE DAMAGES CASE (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane (TCA). We are a defendant in 29 cases atallegedly involving TCA. We are a defendant in 28 cases brought by New York water providers, and in one case brought by the State of New Jersey, all involving TCA stabilized with 1,4-dioxane. The cases in New York are filed in the United States District Court for the Eastern District of New York. According to the various complaints, the plaintiff-water providers serve customers in a number of New York counties (Nassau, Suffolk, Orange, Putnam, Sullivan, Ulster, Washington and Westchester) and seek unspecified compensatory damages associated with the remediation of water wells allegedly contaminated with 1,4-dioxane. They are also seeking punitive damages. The New Jersey case, filed in state court in Mercer County (Trenton) in March 2023, seeks recovery for the entire State of New Jersey based on alleged damages to surface water, ground water and other natural resources. In the New Jersey case, the plaintiff seeks unspecified compensatory damages to restore the allegedly contaminated natural resources to a condition with zero 1,4-dioxane. The plaintiff also seeks disgorgement of profits from the sale of TCA in New Jersey, as well as penalties and attorneys’ fees under various New Jersey statutes. We will vigorously defend these cases on substantive and procedural grounds. At this time,.

~~HEWITT LANDFILL MATTER (SUPERFUND SITE) —~~ In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Vulcan to assess, monitor, cleanup and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. The CAO followed a 2014 Investigative Order from the RWQCB that sought data and a technical evaluation regarding the Hewitt Landfill, and a subsequent amendment to the Investigative Order requiring us ~~to provide groundwater monitoring results to the RWQCB and to create and implement a work plan for further investigation of the Hewitt Landfill. In April 2016,~~ we ~~submitted an interim remedial action plan (IRAP) to the RWQCB, proposing an on-site~~ ~~pilot test of a pump and treat system; testing and implementation of a leachate recovery system; and storm water capture and conveyance~~ ~~improvements.~~

~~Operation~~ we cannot determine the likelihood of ~~the~~ ~~on-site~~ ~~pilot-scale treatment system began in January 2017,~~ ~~and~~ ~~was completed in~~ ~~April 2017. With completion~~loss, or reasonably estimate a range of ~~the pilot testing and other investigative work~~ ~~to date, we submitted an amendment~~loss, if any, pertaining to the ~~IRAP (AIRAP)~~above-referenced cases.

▪HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order directing Calmat Co., a Vulcan subsidiary (hereinafter "Vulcan") to assess, monitor, cleanup, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles.

Following an onsite and offsite investigation and pilot scale testing, the RWQCB ~~in August 2017 proposing the use of~~approved a ~~300 gallon per minute~~corrective action that includes leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system. ~~Based on~~Certain on-site source control measures have been implemented, and the ~~preliminary design~~new treatment system is fully operational. Currently-anticipated costs of ~~this system, we~~ ~~accrued $14,216,000 in the second quarter of 2017 (reflected in other operating expense~~).these on-site source control activities have been fully accrued.

We are ~~currently responding to comments and planning for implementation of the AIRAP.~~

~~We are~~also engaged in an ongoing dialogue with the EPA,, Honeywell, and the Los Angeles Department of Water and Power ~~and other stakeholders~~(LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando ~~Valle~~yValley Superfund Site. We

The EPA and Vulcan entered into an AOC and Statement of Work having an effective date of September 2017 for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) well field located within the NHOU. In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for collection of data in support of our evaluation of the need for an offsite remedy. In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of LADWP’s Rinaldi-Toluca (RT) wellfield project. PDI investigative activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a Draft PDI Evaluation Report to the EPA. The Draft PDI Evaluation Report summarizes data collection activities conducted pursuant to the Draft PDI Work Plan and provides model updates and evaluation of remediation alternatives for offsite areas. The EPA provided a final set of comments to the Draft PDI Evaluation Report in October 2020. The final set of comments included a request that Vulcan revise and develop a final PDI Evaluation Report. The final comments further provided a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report (Supplemental Report) that would require the EPA to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill. In December 2020, we submitted the Final PDI Evaluation Report, which included responses to the EPA’s comments.

At the EPA's request, we submitted a Supplemental Report in March 2023 and an Alternative Design Work Plan (ADWP) in May 2023. Similar to the PDI Evaluation Report, the Supplemental Report and ADWP identified expansion of the onsite Hewitt remedy in conjunction with the offsite treatment being performed by LADWP as the preferred option for addressing contamination in offsite areas, instead of the two wells proposed by the EPA. In conjunction with its review of the Supplemental Report, the EPA held an initial meeting with stakeholders, including LADWP, in November 2023 and has requested additional meetings to determine a path forward.

In December 2019, Honeywell agreed with LADWP to build a water treatment system (often referred to as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes. Honeywell contends that some of the contamination to be remediated by the treatment system it is building originated from the Hewitt Landfill and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing and implementing the second interim remedy. During the fourth quarter of 2021, we completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount. In March 2023, Honeywell filed a lawsuit against Vulcan and a third party alleging that Honeywell has incurred more than $11 million in costs to resolve its liability to the EPA and that it estimates that it will spend in excess of $100 million to construct and operate its water treatment system. Honeywell seeks an "equitable share of necessary response costs" from the defendants. Discussions are ongoing with Honeywell regarding the reasonable costs Honeywell has incurred. We are also gathering and analyzing data and ~~developing technical~~developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. Based on this technical information, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

Further, LADWP is constructing two new production and treatment facilities at city wellfields located near the Hewitt Landfill — the NHW wellfield and the RT wellfield (also referred to as the NHW treatment system and North Hollywood Central (NHC) treatment system, respectively). LADWP has alleged that the Hewitt Landfill is one of the primary sources of contamination at the NHW treatment system and one of the sources of contamination at the NHC treatment system. According to information available on the California State Water Resources Control Board (SWRCB) website, the capital cost of the NHW treatment system is estimated at $92 million, and the capital cost of the NHC treatment system is estimated at $245 million. Both systems are expected to commence operations in 2024 and will thereafter incur costs for operation and maintenance. LADWP has applied for and received substantial funding to contribute to both treatment systems from grants of Proposition 1 bond funding from the SWRCB. According to information available on the SWRCB website, the bond money obtained for the NHW treatment system is $46 million, and the bond money obtained for the NHC treatment system is $95 million.

We anticipate continued discussions with LADWP regarding its potential claims. In conjunction with those discussions, we are engaging in further efforts to gather and analyze records and data in order to assess the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area, consistent with the parallel request by the EPA, and the reasonableness of LADWP’s remediation efforts. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

~~In July 2016,~~ of the ~~EPA sent~~ NHW and RT wellfields. Together, these efforts will allow us ~~a letter requesting~~to analyze our anticipated equitable contribution to LADWP’s remediation efforts. Among other factors, we anticipate that ~~we enter~~any equitable contribution should take into ~~an AOC for remedial design work~~account the on-site source control and other measures implemented by Vulcan at the ~~NHOU. We entered into an AOC~~former Hewitt Landfill, the relative contribution and ~~Statement~~duration of ~~Work with~~any contaminants originating from the ~~EPA in September 2017, for~~Hewitt Landfill to the ~~design of two extraction wells south~~LADWP systems, and the cost effectiveness of the ~~Hewitt Site~~LADWP systems. At this time, we cannot reasonably estimate a range of a loss to ~~protect~~Vulcan pertaining to LADWP’s potential contribution claim.

▪NAFTA ARBITRATION — In September 2018, our subsidiary Legacy Vulcan, LLC (Legacy Vulcan), on its own behalf, and on behalf of our Mexican subsidiary Calizas Industriales del Carmen, S.A. de C.V. (Calica), served the United Mexican States (Mexico) a Notice of Intent to Submit a Claim to Arbitration under Chapter 11 of the North ~~Hollywood West well field. The AOC provides for Vulcan~~American Free Trade Agreement (NAFTA). This NAFTA claim relates to ~~undertake~~the treatment of a ~~preliminary evaluation~~portion of ~~the appropriateness of the two-well remedy. Estimated costs~~our quarrying operations in Quintana Roo, Mexico arising from, among other measures, Mexico’s failure to comply with a legally binding zoning agreement and relates to other unfair, arbitrary and capricious actions by Mexico’s environmental enforcement agency. We assert that these actions are in breach of Mexico’s international obligations under NAFTA and international law.

As required by Article 1118 of NAFTA, we sought to settle this ~~AOC are immaterial~~dispute with Mexico through consultations. Notwithstanding our good faith efforts to resolve the dispute amicably, we were unable to do so and ~~have been accrued. Until~~filed a Request for Arbitration with the ~~remedial design work and evaluation~~International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration.

A hearing on the merits took place in July 2021. While we awaited the final resolution from the tribunal, we continued to engage with government officials to pursue an amicable resolution of the ~~two-well remedy is complete,~~dispute. On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico. On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Known Trends or Uncertainties). In July 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult. A hearing on the merits of the ancillary claim took place in August 2023. We expect that the NAFTA arbitration tribunal will issue a decision on the claim and ancillary claim during 2024.

At this time, there can be no assurance whether we will be successful in our NAFTA claim and ancillary claim, and we cannot ~~identify an appropriate remedial action or reasonably estimate a loss pertaining to~~quantify the amount we may recover, if any, under this ~~matter.~~

arbitration proceeding if we are successful.

It is not possible to predict ~~with certainty~~ the ultimate outcome of these and other legal proceedings in which we are involved, and a number of factors, including developments in ongoing discovery or adverse rulings, or the verdict of a particular jury, could cause actual losses to differ materially from accrued costs. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. Legal costs incurred in defense of lawsuits are expensed as incurred. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in our most recent Annual Report on Form 10-K.

~~Note~~

NOTE 9: ~~Asset Retirement Obligations~~

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying ~~assets.~~

assets, including legal obligations for land reclamation. Recognition of a liability for an ARO is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the ARO is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement.

We record all AROs for which we have legal obligations for land reclamation at estimated fair value. Essentially all these AROs relate to our underlying land parcels, including both owned properties and mineral leases. For the three and nine month periods ended September 30, we recognized

ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows:



	Three Months Ended			Nine Months Ended
	September 30			September 30
in thousands	2017		2016	2017	2016
ARO Operating Costs
		Three Months Ended March 31
		Three Months Ended March 31
		Three Months Ended March 31
in millions
in millions
in millions
Accretion
Accretion
Accretion	$ 2,857		$ 2,692	$ 8,620	$ 8,163
Depreciation	1,494		1,469	4,741	4,783
Depreciation
Depreciation
Total	$ 4,351		$ 4,161	$ 13,361	$ 12,946
Total
Total

ARO operating costs are reported in cost of revenues. AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs are as follows:



	Three Months Ended			Nine Months Ended
	September 30			September 30
in thousands	2017		2016	2017	2016
Asset Retirement Obligations
		Three Months Ended March 31
		Three Months Ended March 31
		Three Months Ended March 31
in millions
in millions
in millions
Balance at beginning of period
Balance at beginning of period
Balance at beginning of period	$ 223,953		$ 217,043	$ 223,872	$ 226,594
Liabilities incurred	731		0	1,066	505
Liabilities incurred
Liabilities incurred
Liabilities settled
Liabilities settled
Liabilities settled	(5,263)		(3,937)	(15,739)	(14,256)
Accretion expense	2,857		2,692	8,620	8,163
Accretion expense
Accretion expense
Revisions, net
Revisions, net
Revisions, net	610		(1,112)	5,069	(6,320)
Balance at end of period	$ 222,888		$ 214,686	$ 222,888	$ 214,686
Balance at end of period
Balance at end of period

ARO liabilities settled during the first nine months of 2017 and 2016 include $8,117,000 and $10,373,000, respectively, of reclamation activities required under a development agreement and conditional use permits at two adjacent aggregates sites on owned property in Southern California. The reclamation required under the reclamation agreement will result in the restoration and development of 90 acres of previously mined property suitable for retail and commercial development.

~~Note~~

NOTE 10: ~~Benefit Plans~~

BENEFIT PLANS

PENSION PLANS

We sponsor ~~three~~two qualified, noncontributory defined benefit pension ~~plans. These~~ plans, ~~cover substantially all employees hired before July~~the Vulcan Materials Company Pension Plan (VMC Pension Plan) and the CMG Hourly Pension Plan (CMG Pension Plan). The VMC Pension Plan has been closed to new entrants since 2007, and benefit accruals ceased in 2005 for hourly participants and in 2013 for salaried participants. The CMG Pension Plan is closed to new entrants other than ~~those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan~~through one small union, and ~~the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides~~ benefits continue to accrue equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. Effective December 2013, we amended our defined benefit pension plans to freeze future benefit accruals for salaried pension participants effective December 31, 2015.

The following table sets forth the components of net periodic pension benefit cost:

PENSION BENEFITS
Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Components of Net Periodic Benefit Cost

Service cost
$        1,653

$        1,335

$        4,961

$        4,007

Interest cost
9,057

9,127

27,172

27,379

Expected return on plan assets
(12,097)

(12,891)

(36,289)

(38,672)

Amortization of prior service cost (credit)
335

(11)

1,005

(32)

Amortization of actuarial loss
1,824

1,540

5,471

4,622

Net periodic pension benefit cost (credit)
$           772

$          (900)

$        2,320

$       (2,696)

Pretax reclassifications from AOCI included in

net periodic pension benefit cost
$        2,159

$        1,529

��
$        6,476

$        4,590


	Three Months Ended March 31
in millions	2024		2023
Service cost	$	0.7	$	0.6
Interest cost	8.2		8.5
Expected return on plan assets	(7.1)		(6.9)
Amortization of prior service cost	0.3		0.4
Amortization of actuarial loss	1.2		1.4
Net periodic pension benefit cost	$	3.3	$	4.0
Pretax reclassifications from AOCI included in net periodic pension benefit cost	$	1.5	$	1.8

The contributions to pension plans for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans ~~and a third quarter 2017 discretionary qualified plan contribution of $10,600,000.~~

for both periods.

POSTRETIREMENT PLANS

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. ~~In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level.~~ Substantially all our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits end when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65, whichever occurs first.

The following table sets forth the components of net periodic other postretirement benefit cost:

OTHER POSTRETIREMENT BENEFITS
Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Components of Net Periodic Benefit Cost

Service cost
$           292

$           281

$           875

$           842

Interest cost
315

302

945

907

Amortization of prior service credit
(1,059)

(1,059)

(3,177)

(3,177)

Amortization of actuarial gain
(397)

(438)

(1,190)

(1,313)

Net periodic postretirement benefit credit
$          (849)

$          (914)

$       (2,547)

$       (2,741)

Pretax reclassifications from AOCI included in

net periodic postretirement benefit credit
$       (1,456)

$       (1,497)

$       (4,367)

$       (4,490)


	Three Months Ended March 31
in millions	2024		2023
Service cost	$	0.6	$	0.5
Interest cost	0.5		0.5
Amortization of prior service cost	0.4		0.4
Amortization of actuarial gain	(0.2)		(0.4)
Net periodic postretirement benefit cost	$	1.3	$	1.0
Pretax reclassifications from AOCI included in net periodic postretirement benefit credit	$	0.2	$	0.0

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor four defined contribution plans. Substantially all salaried and nonunion hourly employees are eligible to be covered by one of these plans. Under these plans, we match employees’ eligible contributions at established rates. Expense recognized in connection with these matching obligations totaled $30.4 million and $18.9 million for the three months ended March 31, 2024 and 2023, respectively.

~~Note~~

NOTE 11: ~~other Comprehensive Income~~

OTHER COMPREHENSIVE INCOME

Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of ~~other comprehensive income~~OCI are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

Amounts in accumulated other comprehensive income (loss) (AOCI), net of tax, are as follows:



		September 30	December 31	September 30
in thousands		2017	2016	2016
in millions					in millions	March 31 2024	December 31 2023	March 31 2023
AOCI	AOCI				AOCI
Cash flow hedges	Cash flow hedges	$ (11,464)	$ (13,300)	$ (13,592)
Pension and postretirement plans	Pension and postretirement plans	(124,795)	(126,076)	(105,514)
Total	Total	$ (136,259)	$ (139,376)	$ (119,106)

Changes in AOCI, net of tax, for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 are as follows:

Pension and

Cash Flow

Postretirement

in thousands
Hedges

Benefit Plans

Total

AOCI

Balance as of December 31, 2016
$       (13,300)

$     (126,076)

$     (139,376)

Amounts reclassified from AOCI
1,836

1,281

3,117

Balance as of September 30, 2017
$       (11,464)

$     (124,795)

$     (136,259)


in millions	Cash Flow Hedges		Pension and Postretirement Benefit Plans		Total
AOCI
Balances as of December 31, 2023	$	(19.4)	$	(124.4)	$	(143.8)
Amounts reclassified from AOCI	0.4		1.3		1.7
Net current period OCI changes	0.4		1.3		1.7
Balances as of March 31, 2024	$	(19.0)	$	(123.1)	$	(142.1)

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Reclassification Adjustment for Cash Flow

Hedge Losses

Interest expense
$          1,955

$             507

$          3,022

$          1,490

Benefit from income taxes
(767)

(200)

(1,186)

(588)

Total 1
$          1,188

$             307

$          1,836

$             902

Amortization of Pension and Postretirement

Plan Actuarial Loss and Prior Service Cost

Cost of revenues
$             576

$               27

$          1,721

$               82

Selling, administrative and general expenses
127

6

388

18

Benefit from income taxes
(276)

(13)

(828)

(39)

Total
$             427

$               20

$          1,281

$               61

Total reclassifications from AOCI to earnings
$          1,615

$             327

$          3,117

$             963


	Three Months Ended March 31
in millions	2024		2023
Amortization of Cash Flow Hedge Losses
Interest expense	$	0.5	$	0.5
Benefit from income taxes	(0.1)		(0.1)
Total	$	0.4	$	0.4
Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$	1.7	$	1.7
Benefit from income taxes	(0.4)		(0.4)
Total	$	1.3	$	1.3
Total reclassifications from AOCI to earnings	$	1.7	$	1.7


1	~~The 2017 losses reclassified from AOCI include the acceleration of deferred losses in the amount of $1,405,000 referable to the July debt purchases as described in Note 7.~~

~~Note~~

NOTE 12: ~~Equity~~

EQUITY

Our capital stock consists solely of common stock, par value $1.00 per ~~share.~~share, of which 480,000,000 shares may be issued. Holders of our common stock are entitled to one vote per share. ~~Our Certificate of Incorporation~~We may also ~~authorizes~~issue 5,000,000 shares of preferred stock, ~~of which~~but no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.

~~Changes in total equity are summarized below:~~

Nine Months Ended

September 30

in thousands

2017

2016

Total Equity

Balance at beginning of year

$    4,572,476

$    4,454,188

Net earnings

273,639

306,890

Share-based compensation plans, net of shares withheld for taxes

(24,485)

(32,388)

Purchase and retirement of common stock

(60,303)

(161,463)

Share-based compensation expense

19,953

15,645

Cash dividends on common stock ($0.75/$0.60 per share)

(99,263)

(79,865)

Other comprehensive income

3,117

963

Balance at end of period

$    4,685,134

$    4,503,970

There were no shares held in treasury as of ~~September 30, 2017,~~March 31, 2024, December 31, ~~2016~~2023 and ~~September 30, 2016.~~

March 31, 2023.

Our common stock purchases (all of which were open market purchases) ~~were~~and subsequent retirements for the year-to-date periods ended are as follows:

~~nine months ended September 30, 2017 – purchased and retired 510,283 shares for a cost of $60,303,000~~

~~twelve months ended December 31, 2016 – purchased and retired 1,426,659 shares for a cost of $161,463,000~~


in millions, except average cost	March 31 2024		December 31 2023		March 31 2023
Number of shares purchased and retired	0.1		1.0		0.0
Total purchase price 1	$	18.8	$	200.0	$	0.0
Average cost per share	$	265.44	$	204.52	$	0.00

~~nine months ended September 30, 2016 – purchased and retired 1,426,659 shares for a cost of $161,463,000~~

1The amount paid to purchase shares in excess of the par value and related excise taxes are recorded in retained earnings.

As of ~~September 30, 2017,~~ ~~9,489,717~~March 31, 2024, 7,016,328 shares may b~~e purchased~~be purchased under the current ~~purchase authorization o~~fauthorization of our Board of Directors.

Changes in total equity are summarized below:


	Three Months Ended March 31
in millions, except per share data	2024		2023
Total Shareholders' Equity
Balance at beginning of period	$	7,483.4	$	6,928.6
Net earnings attributable to Vulcan	102.7		120.7
Common stock issued
Share-based compensation plans, net of shares withheld for taxes	(24.2)		(15.1)
Purchase and retirement of common stock	(18.8)		0.0
Share-based compensation expense	9.1		8.2
Cash dividends on common stock ($0.46/$0.43 per share, respectively)	(62.0)		(57.2)
Other comprehensive income	1.7		1.7
Balance at end of period	$	7,491.9	$	6,986.9
Noncontrolling Interest
Balance at beginning of period	$	24.5	$	23.6
Earnings attributable to noncontrolling interest	0.2		0.2
Balance at end of period	$	24.7	$	23.8
Total Equity
Balance at end of period	$	7,516.6	$	7,010.7

~~Note~~

NOTE 13: ~~Segment Reporting~~

SEGMENT REPORTING

Our operating segments are based on our internal management reporting structure. We continually assess our internal management reporting structure and the financial information evaluated by our Chief Operating Decision Maker (CODM) to determine whether any changes have occurred that would impact segment reporting. During the first quarter of 2024, we reorganized the financial information provided to our CODM to allocate resources and evaluate operating performance. As a result, we now report our calcium operation within our Aggregates reporting segment to align with our new reporting structure. All prior period segment information has been revised to conform to the current presentation. This change in our reporting segments had no impact on previously reported consolidated financial results.

We have ~~four~~three operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt ~~Concrete~~ and ~~Calcium.~~Concrete. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. ~~Intersegment~~Our Asphalt and Concrete segments are primarily supplied with their aggregates requirements from our Aggregates segment. These intersegment sales are made at local market prices for the particular grade and quality of product used in the production of asphalt mix and ready-mixed ~~concrete.~~concrete and are excluded from total revenues. Management reviews earnings from ~~the product line~~these reporting segments principally at the gross profit level.

SEGMENT FINANCIAL DISCLOSURE


	Three Months Ended March 31
in millions	2024		2023
Total Revenues
Aggregates 1	$	1,291.3	$	1,296.6
Asphalt 2	186.2		169.8
Concrete	148.3		285.1
Segment sales	$	1,625.8	$	1,751.5
Aggregates intersegment sales	(80.1)		(102.5)
Total revenues	$	1,545.7	$	1,649.0
Gross Profit
Aggregates	$	303.3	$	303.6
Asphalt	4.7		0.8
Concrete	(3.1)		(2.4)
Total	$	304.9	$	302.0
Depreciation, Depletion, Accretion and Amortization (DDA&A)
Aggregates	$	123.5	$	112.3
Asphalt	8.9		9.0
Concrete	12.3		20.4
Other	6.2		6.7
Total	$	150.9	$	148.4
Identifiable Assets 3, 4
Aggregates	$	11,816.8	$	11,507.0
Asphalt	630.6		608.4
Concrete	896.4		1,513.3
Total identifiable assets	$	13,343.8	$	13,628.7
General corporate assets	267.0		308.2
Cash and cash equivalents and restricted cash	300.1		140.0
Total assets	$	13,910.9	$	14,076.9

1Includes product sales (crushed stone, sand and gravel, sand and other aggregates), freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates.

2Includes product sales as well as service revenues (see Note 4) from our asphalt construction paving business.

3Certain temporarily idled assets are included within a segment's Identifiable Assets, but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment ~~financial disclosure~~

gross profit.

Three Months Ended

Nine Months Ended

September 30

September 30

in thousands
2017

2016

2017

2016

Total Revenues

Aggregates 1
$     858,699

$     821,809

$  2,326,585

$  2,248,174

Asphalt
189,940

157,406

461,474

388,560

Concrete
115,485

91,147

309,448

242,790

Calcium
1,965

2,373

5,822

6,732

Segment sales
$  1,166,089

$  1,072,735

$  3,103,329

$  2,886,256

Aggregates intersegment sales
(71,374)

(64,595)

(190,523)

(166,563)

Total revenues
$  1,094,715

$  1,008,140

$  2,912,806

$  2,719,693

Gross Profit

Aggregates
$     259,122

$     261,762

$     652,075

$     664,154

Asphalt
31,363

32,889

68,921

76,028

Concrete
14,367

8,711

34,302

18,334

Calcium
664

847

1,972

2,596

Total
$     305,516

$     304,209

$     757,270

$     761,112

Depreciation, Depletion, Accretion

and Amortization (DDA&A)

Aggregates
$       64,071

$       60,204

$     182,559

$     177,129

Asphalt
6,494

4,100

18,841

12,468

Concrete
3,591

3,072

10,286

9,141

Calcium
180

198

567

577

Other
5,300

4,475

15,721

14,047

Total
$       79,636

$       72,049

$     227,974

$     213,362

Identifiable Assets 2

Aggregates

$  7,974,915

$  7,671,222

Asphalt

355,171

243,909

Concrete

233,565

188,169

Calcium

3,505

5,392

Total identifiable assets

$  8,567,156

$  8,108,692

General corporate assets

171,015

114,028

Cash and cash equivalents

701,163

135,365

Total

$  9,439,334

$  8,358,085

4The decrease in Concrete Identifiable Assets is primarily due to the divestiture of concrete operations in Texas in November 2023 (see Note 16).


1	~~Includes crushed stone, sand and gravel, sand, other aggregates, as well as freight, delivery and transportation revenues, and service revenues related to aggregates.~~
2	Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

~~Note~~

NOTE 14: ~~Supplemental Cash Flow Information~~

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

Nine Months Ended

September 30

in thousands

2017

2016

Three Months Ended
March 31

in millions

2024

2023

Cash Payments

Interest (exclusive of amount capitalized)

$ 118,157

$ 69,865

Income taxes

124,121

92,397

Noncash Investing and Financing Activities

Accrued liabilities for purchases of property, plant & equipment

$ 10,602

$ 10,493

Amounts referable to business acquisitions

Liabilities assumed

1,935

Accruals for purchases of property, plant & equipment

Recognition of new and revised lease obligations for

Operating lease right-of-use assets

Finance lease right-of-use assets

~~Note~~

NOTE 15: ~~Goodwill~~

GOODWILL

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. ~~There were no charges for goodwill impairment in the nine month periods ended September 30, 2017 and 2016.~~

We have four reportable segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment from December 31, 2016 to September 30, 2017 are summarized below:

in thousands
Aggregates

Asphalt

Concrete

Calcium

Total

Goodwill

Total as of December 31, 2016
$  3,003,191

$     91,633

$              0

$              0

$    3,094,824

Goodwill of acquired businesses 1
6,513

0

0

0

6,513

Goodwill of divested businesses
0

0

0

0

0

Total as of September 30, 2017
$  3,009,704

$     91,633

$              0

$              0

$    3,101,337


1	~~See Note 16 for a summary of the current year acquisitions.~~

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. ~~A decrease~~

There were no charges for goodwill impairment in the ~~estimated fair value of one or more of~~three-month periods ended March 31, 2024 and 2023. Accumulated goodwill impairment losses amount to $303.6 million ($252.7 million in our ~~reporting units could result~~former Cement segment and $50.9 million in our Concrete segment).

There were no changes in the ~~recognition~~carrying amount of ~~a material, noncash write-down of goodwill.~~

goodwill by reportable segment from December 31, 2023 to March 31, 2024 as shown below:


in millions	Aggregates		Asphalt		Concrete		Total
Totals at December 31, 2023	$	3,330.2	$	91.6	$	109.9	$	3,531.7

Totals at March 31, 2024	$	3,330.2	$	91.6	$	109.9	$	3,531.7

~~Note~~

NOTE 16: ~~Acquisitions and Divestitures~~

ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

2024 BUSINESS ACQUISITIONS ~~AND PENDING ACQUISITIONS~~

~~During~~— Through the ~~second quarter of 2017, we announced the pending acquisition of Aggregates USA, LLC, an aggregates business that is composed of 32 facilities~~ ~~(15 aggregates facilities, 16 aggregates rail distribution yards and 1 aggregates truck distribution yard)~~ in Florida, Georgia, South Carolina, Tennessee and Virginia, for $900.0 million in cash. In order to expedite the regulatory approval process, we may divest quarries in Tennessee and Virginia subject to receipt of regulatory approval. We expect to close this acquisition in the fourth quarter of 2017.

~~During the nine~~three months ended ~~September 30, 2017,~~March 31, 2024, we ~~purchased~~acquired the following operations for total cash consideration of ~~$212,406,000:~~

$12.3 million:

~~California~~▪North Carolina – aggregates operations

Subsequent to quarter end, in April 2024 we acquired aggregates and asphalt operations in Alabama using existing cash on hand.

2023 BUSINESS ACQUISITIONS — ~~ready-mixed concrete facilities, an aggregates marine distribution yard and building materials yards~~

~~Illinois — two aggregates facilities~~

~~New Mexico — an aggregates facility~~

~~Tennessee — two aggregates facilities, asphalt mix operations and a construction paving business~~

~~The 2017~~ ~~completed~~ ~~acquisitions listed above are reported in our condensed consolidated financial statements as of their respective acquisition dates. None of these acquisitions~~ ~~are~~ ~~material to our results of operations or financial position either individually or collectively.~~

The fair value of consideration transferred for these acquisitions and the preliminary amounts of assets acquired and liabilities assumed (based on their estimated fair values at their acquisition dates), are summarized below:



	~~September 30~~
~~in thousands~~	~~2017~~
~~Fair Value of Purchase Consideration~~
~~Cash~~	~~$ 210,562~~
~~Payable to seller~~	~~1,844~~
~~Total fair value of purchase consideration~~	~~$ 212,406~~
~~Identifiable Assets Acquired and Liabilities Assumed~~
~~Inventories~~	~~6,213~~
~~Other current assets~~	~~253~~
~~Property, plant & equipment~~	~~126,426~~
~~Other intangible assets~~
~~Contractual rights in place~~	~~73,092~~
~~Liabilities assumed~~	~~(91)~~
~~Net identifiable assets acquired~~	~~$ 205,893~~
~~Goodwill~~	~~$ 6,513~~

~~Estimated fair values of assets acquired and liabilities assumed are preliminary pending appraisals of contractual rights in place and property, plant & equipment.~~

As a result of these 2017 completed acquisitions, we recognized $73,092,000 of amortizable intangible assets (contractual rights in place). These contractual rights in place will be amortized against earnings ($66,630,000 – straight-line over a weighted-average 18.8 years and $6,462,000 – units of sales over an estimated 20 years) and deductible for income tax purposes over 15 years. The goodwill noted above will be deductible for income tax purposes over 15 years.

For the full year ~~2016,~~2023, we ~~purchased the following for total consideration of $33,287,000 ($32,537,000 cash and $750,000 payable):~~

~~Georgia — a distribution business to complement our aggregates logistics and distribution activities~~

completed no business acquisitions.

~~New Mexico — an asphalt mix operation~~

~~Texas — an aggregates facility~~

None of the 2016 acquisitions listed above are material to our results of operations or financial position either individually or collectively. As a result of these 2016 acquisitions, we recognized $16,670,000 of amortizable intangible assets ($15,213,000 contractual rights in place and $1,457,000 noncompetition agreement). The contractual rights in place are amortized against earnings ($6,798,000 – straight-line over 20 years and $8,415,000 – units of sales over an estimated 20 years) and deductible for income tax purposes over 15 years.

DIVESTITURES AND PENDING DIVESTITURES

We had no significant divestitures through the three months ended March 31, 2024.

In 2023, we sold:

▪Fourth quarter – concrete operations in Texas resulting in a third quarter impairment charge of $28.3 million and a fourth quarter loss on sale of $13.8 million (the assets were written down to fair value less cost to sell in the third quarter)

▪Fourth quarter – excess real estate in Virginia resulting in a pretax gain of $65.7 million

▪Second quarter – real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $15.2 million

No material assets met the criteria for held for sale at ~~September 30, 2017,~~March 31, 2024, December 31, ~~2016~~2023 or ~~September 30, 2016. However, as stated above, we may divest several quarries in Tennessee in order to expedite the regulatory approval process for the pending Aggregates USA acquisition.~~

March 31, 2023.

~~Note~~

NOTE 17: ~~New Accounting Standards~~

NEW ACCOUNTING STANDARDS

ACCOUNTING STANDARDS RECENTLY ADOPTED

None

ACCOUNTING STANDARDS PENDING ADOPTION

~~PRESENTATION OF NET PERIODIC BENEFIT PLANS~~

In ~~March 2017,~~November 2023, the Financial Accounting Standards Board (FASB) issued ~~ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,~~Accounting Standards Update (ASU) 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures,” which ~~changes~~requires enhanced disclosures related to significant segment expenses and a description of how the presentation of the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs.chief operating decision maker utilizes segment operating profit or loss to assess segment performance. The ~~other components of net benefit cost will be included in nonoperating expense. This ASU~~new standard is effective for ~~annual reporting periods~~fiscal years beginning after December 15, ~~2017,~~2023 and ~~interim reporting periods within those annual reporting periods. Retrospective application of~~is to be applied retrospectively. We are assessing the change in income statement presentation is required. A practical expedient is provided that permits entities to use the components of cost disclosed in prior years as a basis for the retrospective application of the new income statement presentation. We will adopt ASU 2017-07 in the first quarter of 2018. We do not expect the adoptioneffect of this ~~standard to have a material impact on our consolidated financial statements; service cost for 2017 is estimated to be $7,782,000 while all other components are estimated to be a benefit of $8,083,000.~~

~~GOODWILL IMPAIRMENT TESTING In January 2017, the~~ ~~FASB~~ ~~issued~~ ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill (Step 2) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying ~~value~~ over its fair value. This ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We will early adopt this standard as of our November 1, 2017 annual impairment test. The results of our November 1, 2016 annual impairment test indicated that the fair value of all our reporting units substantially exceeded their carrying values. As a result, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

INTRA-ENTITY ASSET TRANSFERS In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” which requires the tax effects of intercompany transactions other than inventory to be recognized currently. ASU 2016-16 is effective for annual reporting periods beginning after ~~December 15, 2017, and interim reporting periods within those annual reporting periods.~~ ~~We will adopt this standard in the first quarter of 2018.~~ ~~We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.~~

~~CASH FLOW CLASSIFICATION In August 2016, the~~ FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which amends guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU adds or clarifies guidance on eight specific cash flow issues. Additionally, guidance on the presentation of restricted cash is addressed in ASU 2016-18 which was issued in November 2016. Our current policy is to present changes in restricted cash within the investing section of our consolidated statements of cash flows. Both of these standards are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We do not expect the adoption of these standards to have a material impact on our consolidated statements of cash flows.

~~CREDIT LOSSES In June 2016, the~~ FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

LEASE ACCOUNTING In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required. We will adopt this standard in the first quarter of 2019. While we expect the adoption of this standard to have a material effect on our consolidated financial statements and related ~~disclosures, we have yet to quantify the effect.~~

~~CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS~~ disclosures.

In ~~January 2016,~~December 2023, the FASB issued ASU ~~2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,~~2023-09, “Income Taxes – Improvements to Income Tax Disclosures,” which ~~amends certain aspects of current guidance on the recognition, measurement and~~requires disclosure of ~~financial instruments. Among other changes, this ASU requires most equity investments be measured at fair value. Additionally,~~specific categories and disaggregation of information in the ~~ASU eliminates the requirement~~rate reconciliation table and expands disclosures related to ~~disclose the method and significant assumptions used to estimate the fair value for instruments not recognized at fair value in our financial statements. This ASU~~income taxes paid. The new standard is effective for ~~annual reporting periods~~fiscal years beginning after December 15, ~~2017,~~2024 and ~~interim reporting periods within those annual reporting periods. Early adoption~~ is ~~permitted. We do not expect~~to be applied prospectively. We are assessing the ~~adoption~~effect of this ~~standard to have a material impact~~ASU on our consolidated financial ~~statements.~~

REVENUE RECOGNITION In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customersstatements and supersedes most current revenue recognition guidance, including industry-specific guidance. This ASU provides a more robust framework for addressing revenue issues and expands required revenue recognitionrelated disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Further, in applying this ASU an entity is permitted to use either the full retrospective or cumulative effect transition approach. We expect to identify similar performance obligations under ASU 2014-09 compared with the deliverables and separate units of account we have identified under existing accounting standards. As a result, we expect the timing of our revenues to remain generally the same. We will adopt this standard using the cumulative effect transition approach.

~~ITEM 2~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~


ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL COMMENTS

~~Overview~~

OVERVIEW

We provide the basic materials for the infrastructure needed to maintain and expand the U.S. economy. We operate primarily in the U.S. and are the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete. Our strategy and competitive advantage are based on our strength in ~~aggregates. Aggregates~~aggregates which are used in most types of construction and in the production of asphalt mix and ready-mixed concrete.

Demand for our products is dependent on construction activity and correlates positively with changes in population, ~~growth,~~employment and household ~~formation and employment.~~formations. End uses include public construction (e.g., highways, bridges, buildings, airports, schools, prisons, sewer and waste disposal systems, water supply systems, dams, reservoirs and ~~reservoirs)~~other public construction projects), private nonresidential construction (e.g., manufacturing, retail, offices ~~industrial~~ and ~~institutional)~~warehouses) and private residential construction (e.g., single-family houses, duplexes, apartment buildings and condominiums). Customers for our products include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; railroads and electric utilities; and to a smaller extent state, county and municipal governments.

Aggregates have a very high ~~weight-to-value~~weight-to-price ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials, rendering them uncompetitive compared to locally produced materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally available, high-quality aggregates. We serve these markets from quarries that have access to cost-effective long-haul transportation — shipping by barge and rail — and from our ~~quarry on Mexico's Yucatan Peninsula~~quarries in Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 8 to the condensed consolidated financial statements) and Puerto Cortés, Honduras with our fleet of Panamax-class, self-unloading ships.

Additionally, we serve markets in California and Hawaii from our quarry in British Columbia, Canada by means of a long-term marine shipping agreement with CSL Americas.

There are ~~practically no~~limited substitutes for quality aggregates. ~~Because of barriers~~Due to ~~entry created in many metropolitan markets by~~ zoning and permitting ~~regulation~~regulations and ~~because of~~ high transportation costs relative to the value of the product, the location of reserves is a critical factor to our long-term success.

No material part of our business depends upon any single customer whose loss would have a significant adverse effect on our business. In ~~2016,~~2023, our five largest customers accounted for ~~8.1%~~less than 8% of our total revenues, ~~(excluding internal sales),~~ and no single customer accounted for more than ~~3.0%~~3%of our total revenues. ~~Our products typically are sold to private industry and not directly to governmental entities.~~ Although approximately ~~45%~~40% to 55% of our aggregates shipments have historically been used in ~~publicly funded~~publicly-funded construction, such as highways, airports and government buildings, a relatively ~~insignificant~~small portion of our sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail ~~publicly funded~~publicly-funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments.

In addition, our sales to government entities span several hundred entities coast-to-coast, ensuring that negative changes to various government budgets would have a muted impact across such a diversified set of government customers.

While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate attractive financial ~~returns.~~returns and enhance financial returns in our core Aggregates segment. We produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete ~~primarily~~products in our ~~mid-Atlantic, Georgia, Southwestern,~~Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, U.S. Virgin Islands and ~~Western~~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 ~~own~~ operations.

~~Seasonality and cyclical nature of our business~~

SEASONALITY AND CYCLICAL NATURE OF OUR BUSINESS

Almost all of our products are produced and consumed outdoors. Seasonal changes and other weather-related conditions can affect the production and sales volume of our products. Therefore, the financial results for any quarter do not necessarily indicate the results expected for the year. Normally, the highest sales and earnings are in the third quarter, and the lowest are in the first quarter. Furthermore, our sales and earnings are sensitive to national, regional and local economic conditions, demographic and population fluctuations, and particularly to cyclical swings in construction spending, primarily in the private sector.

EXECUTIVE SUMMARY

~~Financial highlights for THIRD Quarter 2017~~

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2024

Compared to ~~third~~first quarter ~~2016:~~

~~Total revenues increased $86.6 million, or 9%, to $1,094.7 million~~

of 2023:

~~Gross profit increased $1.3 million, or less than 1%, to $305.5 million~~

▪Total revenues decreased $103.3 million, or 6%, to $1,545.7 million

~~Aggregates segment sales increased $36.9 million, or 4%, to $858.7 million~~

▪Gross profit increased $2.9 million, or 1%, to $304.9 million

~~Aggregates segment freight-adjusted revenues increased $27.4 million, or 4%, to $668.5 million~~

▪Aggregates segment sales decreased $5.3 million to $1,291.3 million

~~Shipments increased 1%, or 0.7 million tons, to 50.9 million tons~~

▪Aggregates segment freight-adjusted revenues increased $23.3 million, or 2%, to $991.4 million

~~Same-store shipments decreased less than 1%, or 0.2 million tons, to 50.1 million tons~~

▪Shipments decreased 7%, or 3.7 million tons, to 48.1 million tons

~~Freight-adjusted sales price increased 3%, or $0.37 per ton~~

▪Freight-adjusted sales price increased 10.2%, or $1.90 per ton to $20.59

~~Same-store freight-adjusted sales price increased 3%, or $0.42 per ton~~

▪Aggregates segment gross profit decreased slightly by $0.3 million to $303.3 million

~~Segment gross profit decreased $2.6 million, or 1%, to $259.1 million~~

▪Unit profitability (as measured by gross profit per ton) increased 8% to $6.30 per ton

~~Asphalt, Concrete and Calcium segment gross profit increased $3.9 million, or 9%, to $46.4 million, collectively~~

▪Asphalt and Concrete segment gross profit increased $3.2 million to $1.6 million, collectively

~~Selling, administrative and general (SAG) expenses decreased $3.0 million or 0.9 percentage points (90 basis points) as a percentage of total revenues~~

▪Selling, administrative and general (SAG) expenses increased $12.4 million (130 basis points as a percentage of total revenues)

~~Operating earnings increased $2.4 million, or 1%, to $229.5 million~~

▪Operating earnings decreased $14.3 million, or 8%, to $172.9 million

~~Earnings from continuing operations were $110.2 million, or $0.82 per diluted share, compared to $145.1 million, or $1.07 per diluted share~~

▪Earnings attributable to Vulcan from continuing operations were $0.78 per diluted share compared to $0.92 per diluted share

~~Discrete items in the third quarter of 2017 include:~~

▪Adjusted earnings attributable to Vulcan from continuing operations were $0.80 per diluted share compared to $0.95 per diluted share

~~pretax interest charges of $46.1 million related to the July debt purchase~~

▪Net earnings attributable to Vulcan were $102.7 million, a decrease of $18.0 million, or 15%

~~pretax charges of $0.8 million associated with business development, net of an asset purchase agreementtermination fee~~

▪Adjusted EBITDA was $323.5 million, a decrease of $14.2 million, or 4%

~~Discrete items in the third quarter of 2016 include:~~

▪Returned capital to shareholders via dividends of $62.0 million at $0.46 per share versus $57.2 million at $0.43 per share

~~a $6.5 million tax benefit related to utilization of foreign tax credits~~

▪Returned capital to shareholders via share repurchases of $18.8 million at $265.44 average price per share compared to none in the prior year

~~a pretax gain of $0.7 million for business interruption claims recovery~~

~~pretax charges of $1.1 million associated with divested operations~~

~~Net earnings were $108.6 million, a decrease of $33.4 million, or 24%~~

~~Adjusted EBITDA was $311.8 million, an increase of $10.8 million, or 4%~~

~~Hurricanes Harvey and Irma negatively affected more than half~~Our teams' solid execution helped us overcome challenging weather conditions throughout much of the first quarter. Margins expanded despite lower aggregates shipments, demonstrating the durability of our ~~operational footprint~~aggregates business and its attractive compounding growth characteristics. Aggregates gross profit per ton increased 8% in the ~~third quarter. Important Southeastern markets, particularly Florida~~first quarter, and ~~Georgia, as well as coastal markets~~cash gross profit per ton increased 10%, with improvements widespread across our footprint. A consistent focus on our strategic disciplines coupled with continued pricing momentum reinforces our confidence in ~~Texas~~our full year outlook and ~~along the central Gulf Coast were disrupted. Prolonged extreme weather conditions limited both revenue~~our ability to deliver another year of double-digit earnings growth and ~~profitability. Aggregates shipments increased 1%~~strong cash generation.

Capital expenditures, including maintenance and ~~pricing improved 3% versus~~growth projects, were $103.1 million in the ~~prior year’s third~~first quarter. ~~Overall, both gross profit~~During 2024, we expect to spend between $625 million and ~~operating earnings improved slightly~~$675 million on maintenance and growth projects. During the quarter, we returned $80.8 million to shareholders through $18.8 million of common stock repurchases and $62.0 million of dividends.

We used $550 million of cash on hand to redeem our 2026 notes, resulting in a ratio of total debt to trailing-twelve months Adjusted EBITDA of 1.7 times (or 1.5 times on a net debt basis reflecting $300.1 million of cash on hand). Our stated long-term target leverage range is 2.0 to 2.5 times total debt to trailing-twelve months Adjusted EBITDA.

A strong liquidity and balance sheet profile positions us well for continued growth. Our weighted-average debt maturity was 10.9 years, and our weighted-average effective interest rate was 4.78%.

Interest expense, net of interest income, was$39.1 millionin the first quarter compared towith $49.0 million in the prior year.

~~Storms disrupted~~ The decrease in interest expense reflects the ~~third~~first quarter ~~shipment pattern~~2024 redemption of $550.0 million senior notes due 2026.

On a trailing-twelve months basis, return on average invested capital was 16.3%, a 260 basis points improvement over the prior year.

OUTLOOK

Our operating performance in ~~a number of our stronger growth markets. Absent~~ the ~~impact of these storms, we believe that our third~~first quarter ~~shipments would have been~~was solid and in line with our expectations. We ~~are still experiencing some lingering effects from these storms~~remain on ~~plant efficiency and shipment levels, which will take some time~~track to ~~work through. Underlying demand, however, remains solid,~~deliver $2,150 to $2,300 million of Adjusted EBITDA, marking the fourth consecutive year of double-digit growth. The pricing environment remains positive, and our focus remains on compounding unit ~~profitability~~margins through all parts of the cycle, creating value for our shareholders through improving returns on capital.

RESULTS OF OPERATIONS

Total revenues are primarily derived from our product sales of aggregates, asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and services related to our aggregates business. We present separately our discontinued operations, which consist of our former Chemicals business.

The following table highlights significant components of our consolidated operating results including EBITDA and Adjusted EBITDA.

CONSOLIDATED OPERATING RESULTS HIGHLIGHTS


	Three Months Ended March 31
in millions, except per share and per unit data	2024			2023
Total revenues	$	1,545.7		$	1,649.0
Cost of revenues	(1,240.8)			(1,347.0)
Gross profit	304.9			302.0
Gross profit margin	19.7		%	18.3		%
Selling, administrative and general expenses	(129.7)			(117.3)
SAG as a percentage of total revenues	8.4		%	7.1		%
Gain on sale of property, plant & equipment and businesses	0.6			1.7

Operating earnings	172.9			187.2
Interest expense, net	(39.1)			(49.0)
Earnings from continuing operations before income taxes	133.5			139.6
Income tax expense	(28.9)			(16.6)
Effective tax rate from continuing operations	21.6		%	11.9		%
Earnings from continuing operations	104.6			123.0
Loss on discontinued operations, net of tax	(1.7)			(2.1)
Earnings attributable to noncontrolling interest	(0.2)			(0.2)
Net earnings attributable to Vulcan	$	102.7		$	120.7
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$	0.78		$	0.92
Discontinued operations	(0.01)			(0.02)
Net earnings	$	0.77		$	0.90
EBITDA 1	$	321.0		$	333.8
Adjusted EBITDA 1	$	323.5		$	337.7
Average Sales Price and Unit Shipments
Aggregates
Tons	48.1			51.8
Freight-adjusted sales price	$	20.59		$	18.69
Asphalt Mix
Tons	2.1			2.1
Average sales price	$	77.83		$	73.44
Ready-mixed concrete
Cubic yards	0.8			1.8
Average sales price	$	182.73		$	161.25

1Non-GAAP measures are defined and reconciled within this Item 2 under the caption Reconciliation of Non-GAAP Financial Measures.

FIRST QUARTER 2024 COMPARED TO FIRST QUARTER 2023

First quarter 2024 total revenues were $1,545.7 million, down 6% from the first quarter of 2023. Shipments decreased in aggregates ~~continues~~(-7%), decreased in ready-mixed concrete (-54%) and increased in asphalt mix (+3%). Gross profit decreased slightly in the Aggregates segment (-$0.3 million) and increased in the Asphalt segment (+$3.9 million or 460%). Concrete segment gross profit decreased by $0.7 million (-28%) as a result of the divestiture of our operations in Texas in November 2023 (see Note 16 to ~~strengthen. On~~ the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the first quarter of 2024 were $102.7 million, or $0.77 per diluted share, compared to $120.7 million, or $0.90 per diluted share in the first quarter of 2023. Each period’s results were impacted by discrete items, as follows:

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

▪pretax charges of $0.1 million associated with non-routine acquisitions

▪pretax loss on discontinued operations of $2.3 million

▪$1.6 million of tax charges related to a ~~same-store basis, our third~~valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the first quarter of 2023 include:

▪pretax charges of $0.5 million associated with non-routine acquisitions

▪pretax charges of $0.4 million associated with divested operations

▪pretax loss on discontinued operations of $2.9 million

▪$3.6 million of tax charges related to a Calica NOL carryforward valuation allowance

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $0.80 per diluted share for the first quarter of 2024 compared to $0.95 per diluted share for the first quarter of 2023.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the first quarter of 2024 versus the first quarter of 2023 are summarized below:


in millions
First quarter 2023	$	139.6
Lower aggregates gross profit	(0.3)
Higher asphalt gross profit	3.9
Lower concrete gross profit	(0.7)
Higher selling, administrative and general expenses	(12.4)
Lower gain on sale of property, plant & equipment and businesses	(1.1)

Lower interest expense, net	9.9
All other	(5.4)
First quarter 2024	$	133.5

First quarter Aggregates segment gross profit decreased slightly to $303.3 million (increased 8% to $6.30 on a per ton basis). Cash gross profit per ton improved 10% to $8.86 per ton, despite lower shipments due to unfavorable weather conditions throughout most of the quarter. Improvements in unit profitability were widespread across our footprint and resulted from continued pricing momentum and solid operational execution.

Price increases effective at the beginning of the year resulted in another quarter of attractive growth. Freight-adjusted selling prices increased 10.2%, or $1.90 per ton, as compared to the prior year to $20.59, with all markets realizing year-over-year improvement. Freight-adjusted unit cash cost of sales increased 10%, primarily driven by a 7% decline in aggregates shipments due to unfavorable weather. On a trailing-twelve months basis, unit cash costs increased 9%, marking the fourth consecutive quarter of unit cost deceleration.

Overall, non-aggregates segments gross profit of $1.6 million was ~~essentially flat while our~~$3.2 million higher than the prior year’s first quarter.

Asphalt segment gross profit of $4.7 million was up $3.9 million from the prior year’s first quarter, and cash gross profit ~~per ton set a third-quarter record despite~~of $13.6 million was up $3.8 million compared to the ~~severe weather. We are very encouraged~~prior year. Asphalt mix shipments increased 3%, and pricing increased 6.0%. Strong shipments in Arizona and California, our largest asphalt markets, were partially offset by ~~these trends, which should provide good momentum into 2018.~~

~~Our business remains on track with our longer-term goals and expectations. Growth~~lower shipments in new construction starts in our markets continues to outpace the rest of the U.S. Recent acquisitions are performing well and should make meaningful contributions to our earnings growth in 2018 and beyond. We remain confident in the sustained, multi-year recovery in materials demand across our markets and in the further compounding improvements to our unit profitability. However, given the shortfall in shipments to date andTexas due to ~~certain lingering effects~~weather impacts.

Concrete segment gross profit was a loss of ~~third quarter weather events on fourth quarter shipments, pricing and costs, we now expect full year aggregates shipments~~$3.1 million for the first quarter. Cash gross profit was $9.2 million compared to ~~approximate~~$18.0 million in the prior year which included earnings from our divested operations in Texas. While unit gross profit declined compared to the prior year's first quarter, unit cash gross profit improved 10% despite lower volumes.

SAG expense of $129.7 million was in line with ~~full year Adjusted EBITDA of approximately $1 billion.~~

~~As of September 30, year-to-date cash capital expenditures were $366.8 million. This amount included $136.8 million invested in internal growth projects to enhance~~ our aggregates distribution network to markets without local aggregates reserves, as well as development of new sites and other growth investment projects. Core capital investments to replace existing property, plant & equipment made up the remaining $230.0 million, and are expected to be approximately $300 millionexpectations for the ~~full year.~~

~~We remain active~~first quarter. On a trailing-twelve months basis, SAG expense was $555.1 million, or 7.2% of total revenues.

Other operating income (expense), 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 $2.9 million of expense for the first quarter of 2024 compared to $0.8 million of income in the ~~pursuit~~first quarter of ~~acquisitions~~2023.

Other nonoperating income (expense), net was $0.3 million of expense for the first quarter of 2024 compared to $1.4 million of income in the first quarter of 2023.

Net interest expense was $39.1 million in the first quarter of 2024 compared to $49.0 million in the first quarter of 2023. The decrease in interest expense reflects the first quarter 2024 redemption of $550.0 million senior notes due 2026.

Income tax expense from continuing operations was $28.9 million in the first quarter of 2024 compared to $16.6 million in the first quarter of 2023. The increase in tax expense was primarily due to a discrete tax benefit recognized in the first quarter of 2023 related to a 2022 business disposition.

Earnings attributable to Vulcan from continuing operations were $0.78 per diluted share in the first quarter of 2024 compared to $0.92 per diluted share in the first quarter of 2023.

DISCONTINUED OPERATIONS — First quarter pretax loss from discontinued operations was $2.3 million in 2024 compared with a pretax loss of $2.9 million in 2023. Both periods include charges related to general and ~~other value-creating growth investments. Since January, we have closed acquisitions totaling $212.4 million (see~~product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 161 to the condensed consolidated financial ~~statements). These acquisitions complement~~statements under the caption Discontinued Operations.

KNOWN TRENDS OR UNCERTAINTIES

Inflationary pressures and labor constraints are factors that impact our ~~existing positions in certain California, Illinois, New Mexico~~operations. Although inflationary pressures can create short-term to medium-term headwinds, the combination of inflation and ~~Tennessee markets.~~

~~We expect~~visibility of demand has created, and may continue to ~~close the Aggregates USA acquisition (see Note 16) during the fourth quarter.~~

~~At the end of the third quarter, total debt was $2.8 billion~~create, a favorable environment for price increases. Additionally, labor constraints have caused delays and cash was $701.2 million. Retirement of notes due in June and December of 2018 was completed in July for $565.6 million using part of the proceeds from the $1.0 billion of new notes issued in June. The remainder of the proceeds will be used to help fund acquisitions and other growth investments including the Aggregates USA acquisition. One-time charges related to this early debt retirement were $46.1 million. Full year interest expense will be approximately $190.2 million including these one-time charges.

~~We are excited about the growth opportunities ahead of us. Leading indicators, such as growth in the pre-construction pipeline and in construction starts~~inefficiencies in our ~~markets,~~operations as well as ~~growth~~those of our customers. If labor constraints continue and demand remains positive, our operations may proceed at a slower pace, which may effectively extend the recovery while allowing us the opportunity to compound price, control costs and grow earnings.

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 ~~own order backlogs, point toward~~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 ~~return to growth in 2018 and beyond. Private demand continues to grow and public demand is firming up after relative weakness during the last 18 months.~~

~~Our confidence~~proceeding that could result in the ~~longer term outlook for our business remains strong. Our industry-leading core profitability in aggregates keeps improving~~revocation of that permit. We strongly believe that the actions taken by Mexico are arbitrary and ~~positions us well for future earnings growth. We have the financial strength to continue making smart growth investments that fit us best~~illegal, and we ~~are committed~~intend to ~~continuous improvements~~vigorously pursue all lawful avenues available to us in ~~safety, customer service~~order to protect our rights, under both Mexican and ~~operational efficiencies.~~

international law. For additional information regarding our Calica operations, see the NAFTA Arbitration section in Note 8 to the condensed consolidated financial statements.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

~~Gross profit margin excluding freight and delivery~~

AGGREGATES SEGMENT FREIGHT-ADJUSTED REVENUES

Aggregates segment freight-adjusted revenues is not a Generally Accepted Accounting Principle (GAAP) ~~measure.~~measure and should not be considered as an alternative to metrics defined by GAAP. We present this metric as it is consistent with the basis by which we review our operating results. Likewise, we believe that this presentation is consistent with our competitors and consistent with the basis by which investors analyze our operating results considering that freight and delivery services represent pass-through activities. Reconciliation of this metric to its nearest GAAP measure ~~is presented below:~~

~~gross profit margin in accordance with gaap~~

~~gross profit margin excluding freight and delivery revenues~~

Three Months Ended

Nine Months Ended

September 30

September 30

dollars in millions
2017

2016

2017

2016

Gross profit
$        305.5

$        304.2

$        757.3

$        761.1

Total revenues
$     1,094.7

$     1,008.1

$     2,912.8

$     2,719.7

Freight and delivery revenues 1
143.7

143.8

397.9

407.3

Total revenues excluding freight and delivery revenues
$        951.0

$        864.3

$     2,514.9

$     2,312.4

Gross profit margin excluding

freight and delivery revenues
32.1%

35.2%

30.1%

32.9%


1	~~Includes freight to remote distribution sites.~~

~~SAME-STORE~~

We have provided certain information on a same-store basis. When discussing our financial results in comparison to prior periods, we may exclude the operating results of recently acquired/divested businesses that do not have comparable results in the periods being discussed. These recently acquired/divested businesses are disclosed in Note 16 “Acquisitions and Divestitures.” This approach allows us to evaluate the performance of our operations on a comparable basis. We believe that measuring performance on a same-store basis is useful to investors because it enables evaluation of how our operations are performing period over period without the effects of acquisition and divestiture activity. Our same-store information may not be comparable to similar measures used by other entities.

~~Aggregates segment gross profit margin as a percentage of freight-adjusted revenues is not a GAAP measure. We present this metric~~ as it is consistent with the basis by which we review our operating results. We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes revenues associated with freight & delivery, ~~and transportation revenues,~~ which are pass-through activities. It also excludes ~~immaterial~~ other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business. ~~Incremental gross profit~~Additionally, we use this metric as ~~a percentage~~the basis for calculating the average sales price of ~~freight-adjusted revenues represents the year-over-year change in gross profit divided by the year-over-year change in freight-adjusted revenues. Reconciliations~~our aggregates products. Reconciliation of ~~these metrics~~this metric to ~~their~~its nearest GAAP ~~measures~~measure is presented below:


	Three Months Ended March 31
in millions, except per ton data	2024		2023
Aggregates segment
Segment sales	$	1,291.3	$	1,296.6
Freight & delivery revenues 1	(277.4)		(309.8)
Other revenues	(22.5)		(18.7)
Freight-adjusted revenues	$	991.4	$	968.1
Unit shipments - tons	48.1		51.8
Freight-adjusted sales price	$	20.59	$	18.69

1At the segment level, freight & delivery revenues include intersegment freight & delivery (which are ~~presented below:~~

~~Aggregates segment gross profit margin in accordance with gaap~~

eliminated at the consolidated level) and freight to remote distribution sites.

~~Aggregates segment gross profit as a percentage of~~
~~freight-adjusted revenues~~

Three Months Ended

Nine Months Ended

September 30

September 30

dollars in millions
2017

2016

2017

2016

Aggregates segment

Gross profit
$        259.1

$        261.8

$        652.1

$        664.2

Segment sales
$        858.7

$        821.8

$     2,326.6

$     2,248.2

Less

Freight, delivery and transportation revenues 1
181.3

176.9

505.6

494.0

Other revenues
8.9

3.8

24.3

11.4

Freight-adjusted revenues
$        668.5

$        641.1

$     1,796.7

$     1,742.8

Gross profit as a percentage of

freight-adjusted revenues
38.8%

40.8%

36.3%

38.1%

Incremental gross profit as a percentage of

freight-adjusted revenues
n/a

n/a


1	~~At the segment level, freight, delivery and transportation revenues include intersegment freight & delivery revenues, which are eliminated at the consolidated level.~~

CASH GROSS PROFIT

GAAP does not define “cash gross ~~profit”~~profit,” and it should not be considered as an alternative to earnings measures defined by GAAP. ~~We present this metric for the convenience of investment professionals who use such metrics in their analyses and for shareholders who need to understand the metrics we use to assess performance.~~ We and the investment community use this metric to assess the operating performance of our business. Additionally, we present this metric as we believe that it closely correlates to long-term shareholder value. ~~We do not use this metric as a measure~~Cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization to ~~allocate resources. Aggregates~~gross profit. Segment cash gross profit per unit is computed by dividing segment cash gross profit by units shipped. Segment cash cost of sales per unit is computed by subtracting segment cash gross profit per ~~ton~~unit from segment freight-adjusted sales price. Segment freight-adjusted sales price is ~~computed~~calculated by dividing ~~Aggregates segment cash gross profit~~revenues generated from the shipment of product (excluding service revenues generated by ~~tons~~the segments) by the total units of the product shipped. Reconciliation of ~~this metric~~these metrics to ~~its~~their nearest GAAP ~~measure is~~measures are presented below:

~~cash gross profit~~

Three Months Ended

Nine Months Ended

September 30

Three Months Ended
March 31

in millions, except per ton data

2017

2016

2017

2016

Aggregates segment

Gross profit

$ 259.1

$ 261.8

$ 652.1

$ 664.2

DDA&A

64.1

60.2

182.5

177.1

Gross profit

Depreciation, depletion, accretion and amortization

Aggregates segment cash gross profit

$ 323.2

$ 322.0

$ 834.6

$ 841.3

Unit shipments - tons

50.9

50.3

137.2

138.3

Unit shipments - tons

Aggregates segment gross profit per ton

Aggregates segment freight-adjusted sales price

Aggregates segment cash gross profit per ton

$ 6.34

$ 6.40

$ 6.09

Aggregates segment cash gross profit per ton

Aggregates segment freight-adjusted cash cost of sales per ton

Asphalt segment

Gross profit

$ 31.4

$ 32.9

$ 68.9

$ 76.0

DDA&A

6.5

4.1

18.8

12.5

Gross profit

Depreciation, depletion, accretion and amortization

Asphalt segment cash gross profit

$ 37.9

$ 37.0

$ 87.7

$ 88.5

Asphalt segment cash gross profit

Unit shipments - tons

Asphalt segment gross profit per ton

Asphalt segment average sales price

Asphalt segment cash gross profit per ton

Asphalt segment cash cost of sales per ton

Concrete segment

Gross profit

$ 14.4

$ 8.7

$ 34.3

$ 18.3

DDA&A

3.6

3.1

10.3

9.1

Gross profit

Depreciation, depletion, accretion and amortization

Concrete segment cash gross profit

$ 18.0

$ 11.8

$ 44.6

$ 27.4

Calcium segment

Gross profit

$ 0.7

$ 0.8

$ 2.0

$ 2.6

DDA&A

0.2

0.6

Calcium segment cash gross profit

$ 0.9

$ 1.0

$ 2.6

$ 3.2

Concrete segment cash gross profit

Unit shipments - cubic yards

Concrete segment gross profit per cubic yard

Concrete segment average sales price

Concrete segment cash gross profit per cubic yard

Concrete segment cash cost of sales per cubic yard

EBITDA AND ADJUSTED EBITDA

GAAP does not define “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA), and it should not be considered as an alternative to earnings measures defined by GAAP. We ~~present this metric for the convenience of investment professionals who use such metrics in their analyses and for shareholders who need to understand the metrics we use to assess performance. We~~ use this metric to assess the operating performance of our business and ~~for~~as a basis offor strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. We do not use this metric as a measure to allocate resources. We adjust EBITDA for certain items to provide a more consistent comparison of earnings performance from period to period. Reconciliation of this metric to its nearest GAAP measure is presented ~~below:~~

below (numbers may not foot due to rounding):


	Three Months Ended March 31				Trailing-Twelve Months March 31
in millions	2024		2023			2024		2023
Net earnings attributable to Vulcan	$	102.7	$	120.7		$	915.2	$	604.4
Income tax expense, including discontinued operations	28.3		15.8			308.1		184.2
Interest expense, net of interest income	39.1		49.0			169.8		181.4
Depreciation, depletion, accretion and amortization	150.9		148.4			619.5		594.9
EBITDA	$	321.0	$	333.8		$	2,012.6	$	1,564.9
Loss on discontinued operations	$	2.3	$	2.9		$	14.1	$	25.7
(Gain) loss on sale of real estate and businesses, net	0.0		0.0			(67.1)		(6.1)
Loss on impairments	0.0		0.0			28.3		67.8
Charges associated with divested operations	0.0		0.4			7.6		3.8
Acquisition related charges 1	0.1		0.5			1.7		13.3


Adjusted EBITDA	$	323.5	$	337.7		$	1,997.1	$	1,669.4

1Represents charges associated with acquisitions requiring clearance under federal antitrust laws.

ADJUSTED DILUTED EPS ATTRIBUTABLE TO VULCAN FROM CONTINUING OPERATIONS

Similar to our presentation of Adjusted EBITDA, we present Adjusted diluted earnings per share (EPS) attributable to Vulcan from continuing operations to provide a more consistent comparison of earnings performance from period to period. This metric is not defined by GAAP and ~~adjusted ebitda~~

should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below:

Three Months Ended

Nine Months Ended

September 30

September 30

in millions
2017

2016

2017

2016

Net earnings
$        108.6

$        142.0

$        273.6

$        306.9

Income tax expense
39.1

49.8

81.6

91.6

Interest expense, net
82.0

33.2

154.6

100.1

(Earnings) loss on discontinued operations, net of tax
1.6

3.1

(8.2)

7.5

EBIT
231.3

228.1

501.6

506.1

Depreciation, depletion, accretion and amortization
79.6

72.0

228.0

213.4

EBITDA
$        310.9

$        300.1

$        729.6

$        719.5

Business interruption claims recovery, net of incentives
$            0.0

$           (0.2)

$            0.0

$         (11.2)

Charges associated with divested operations
0.1

1.1

16.5

16.8

Business development, net of termination fee
0.8

0.0

0.8

0.0

Asset impairment
0.0

0.0

0.0

10.5

Restructuring charges
0.0

0.0

1.9

0.3

Adjusted EBITDA
$        311.8

$        301.0

$        748.8

$        735.9

Depreciation, depletion, accretion and amortization
(79.6)

(72.0)

(228.0)

(213.4)

Adjusted EBIT
$        232.2

$        229.0

$        520.8

$        522.5


	Three Months Ended March 31
	2024		2023
Diluted Earnings Per Share
Net earnings attributable to Vulcan	$	0.77	$	0.90
Items included in Adjusted EBITDA above, net of tax	0.02		0.03
NOL carryforward valuation allowance	0.01		0.02
Adjusted diluted EPS attributable to Vulcan from continuing operations	$	0.80	$	0.95

NET DEBT TO ADJUSTED EBITDA

Net debt to Adjusted EBITDA is not a GAAP measure and should not be considered as an alternative to metrics defined by GAAP. We, the investment community and credit rating agencies use this metric to assess our leverage. Net debt subtracts cash and cash equivalents and restricted cash from total debt. Reconciliation of this metric to its nearest GAAP measure is presented below:


	March 31
in millions	2024		2023
Current maturities of long-term debt	$	0.5	$	0.5

Long-term debt	3,330.7		3,876.9
Total debt	$	3,331.2	$	3,877.4
Cash and cash equivalents and restricted cash	(300.1)		(140.0)
Net debt	$	3,031.1	$	3,737.4
Trailing-Twelve Months (TTM) Adjusted EBITDA	$	1,997.1	$	1,669.4
Total debt to TTM Adjusted EBITDA	1.7x		2.3x
Net debt to TTM Adjusted EBITDA	1.5x		2.2x

RETURN ON INVESTED CAPITAL

We define “Return on Invested Capital” (ROIC) as Adjusted EBITDA for ~~2016 has been revised~~the trailing-twelve months divided by average invested capital (as illustrated below) during the trailing-five quarters. Our calculation of ROIC is considered a non-GAAP financial measure because we calculate ROIC using the non-GAAP metric EBITDA. We believe that our ROIC metric is meaningful because it helps investors assess how effectively we are deploying our assets. Although ROIC is a standard financial metric, numerous methods exist for calculating a company’s ROIC. As a result, the method we use to ~~conform with~~calculate our ROIC may differ from the ~~2017 presentation which no longer includes an adjustment for routine business development charges. However, business development charges that are deemed to~~methods used by other companies. This metric is not defined by GAAP and should not be ~~non-routine are included~~considered as an ~~adjustment.~~

~~2017 projected ebitda~~

~~The following reconciliation~~alternative to ~~the mid-point~~earnings measures defined by GAAP. Reconciliation of ~~the range~~this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding):


	Trailing-Twelve Months
in millions	March 31 2024			March 31 2023
Adjusted EBITDA	$	1,997.1		$	1,669.4
Average invested capital
Property, plant & equipment, net	$	6,137.9		$	5,910.0
Goodwill	3,594.9			3,707.1
Other intangible assets	1,542.1			1,723.5
Fixed and intangible assets	$	11,274.9		$	11,340.6
Current assets	$	2,194.0		$	1,918.0
Cash and cash equivalents	(380.5)			(141.0)
Current tax	(24.3)			(45.6)
Adjusted current assets	1,789.2			1,731.4
Current liabilities	(781.6)			(999.6)
Current maturities of long-term debt	0.5			1.2
Short-term debt	0.0			137.6
Adjusted current liabilities	(781.1)			(860.8)
Adjusted net working capital	$	1,008.1		$	870.6
Average invested capital	$	12,283.0		$	12,211.2
Return on invested capital	16.3		%	13.7		%

2024 PROJECTED ADJUSTED EBITDA

Projected Adjusted EBITDA is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of ~~2017 Projected EBITDA excludes adjustments for charges associated with divested operations, asset impairment~~this metric to its nearest GAAP measure is presented below:


in millions	2024 Projected Mid-point
Net earnings attributable to Vulcan	$	1,130
Income tax expense, including discontinued operations	330
Interest expense, net of interest income	155
Depreciation, depletion, accretion and amortization	610
Projected EBITDA	$	2,225
Items included in Adjusted EBITDA above	0
Projected Adjusted EBITDA	$	2,225

Because GAAP financial measures on a forward-looking basis are not accessible, and ~~other unusual gains and losses. Due to the difficulty of forecasting the timing or amount of items that~~reconciling information is not available without unreasonable effort, we have not ~~yet occurred, are out~~provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of ~~our control, or cannot be reasonably predicted,~~Projected Adjusted EBITDA as noted above. For the same reasons, we are unable to ~~estimate~~address the probable significance of ~~this~~the unavailable ~~information.~~




				~~2017 Projected~~
~~in millions~~				~~Mid-point~~
~~Net earnings~~				~~$ 380~~
~~Income tax expense~~				~~130~~
~~Interest expense, net~~				~~190~~
~~Discontinued operations, net of tax~~				0
~~Depreciation, depletion, accretion and amortization~~				~~300~~
~~Projected EBITDA~~				~~$ 1,000~~

~~RESULTS OF OPERATIONS~~

~~Total revenues include sales of products~~information, which could be material to customers, net of any discounts and taxes, and freight and delivery revenues billed to customers. Related freight and delivery costs are included in cost of revenues. This presentation is consistent with the basis on which we review our consolidated results of operations. We discuss separately our discontinued operations, which consist of our former Chemicals business.

~~The following table highlights significant components of our consolidated operating results including EBITDA and Adjusted EBITDA.~~

~~consolidated operating Result highlights~~

Three Months Ended

Nine Months Ended

September 30

September 30

in millions, except per share data
2017

2016

2017

2016

Total revenues
$      1,094.7

$      1,008.1

$      2,912.8

$      2,719.7

Cost of revenues
789.2

703.9

2,155.5

1,958.6

Gross profit
$         305.5

$         304.2

$         757.3

$         761.1

Selling, administrative and general expenses
$           73.4

$           76.3

$         238.3

$         235.5

Gain on sale of property, plant & equipment

and businesses
$             1.5

$             2.0

$             4.6

$             2.9

Operating earnings
$         229.5

$         227.1

$         495.9

$         505.8

Interest expense, net
$           82.0

$           33.1

$         154.6

$         100.2

Earnings from continuing operations

before income taxes
$         149.2

$         194.9

$         347.0

$         405.9

Earnings from continuing operations
$         110.2

$         145.1

$         265.4

$         314.3

Earnings (loss) on discontinued operations,

net of income taxes
(1.6)

(3.1)

8.2

(7.4)

Net earnings
$         108.6

$         142.0

$         273.6

$         306.9

Basic earnings (loss) per share

  Continuing operations
$           0.83

$           1.09

$           2.00

$           2.36

  Discontinued operations
(0.01)

(0.02)

0.07

(0.06)

Basic net earnings per share
$           0.82

$           1.07

$           2.07

$           2.30

Diluted earnings (loss) per share

  Continuing operations
$           0.82

$           1.07

$           1.97

$           2.31

  Discontinued operations
(0.01)

(0.02)

0.06

(0.05)

Diluted net earnings per share
$           0.81

$           1.05

$           2.03

$           2.26��

EBITDA
$         310.9

$         300.1

$         729.6

$         719.5

Adjusted EBITDA
$         311.8

$         301.0

$         748.8

$         735.9

~~THIRD quarter 2017 Compared to THIRD Quarter 2016~~

Third quarter 2017 total revenues were $1,094.7 million, up 9% from the third quarter of 2016. Shipments increased in aggregates (+1%), asphalt mix (+7%) and ready-mixed concrete (+20%). Gross profit declined in the Aggregates (-$2.6 million or -1%) and Asphalt (-$1.5 million or -5%) segments, while it was up in the Concrete segment (+$5.7 million or +65%). Diesel fuel costs were up $3.9 million as a result of an 18% increase in the unit cost of diesel fuel, with most ($2.7 million) of this increased cost reflected in the Aggregates segment.

Net earnings for the third quarter of 2017 were $108.6 million, or $0.81 per diluted share, compared to $142.0 million, or $1.05 per diluted share, in the third quarter of 2016. Each period’s results were impacted by discrete items, as follows:

Net earnings for the third quarter of 2017 include pretax interest charges of $46.1 million related to the July debt purchase and pretax charges of $0.8 million associated with business development, net of an asset purchase agreement termination fee.

future results.

Net earnings for the third quarter of 2016 include a $6.5 million tax benefit related to utilization of foreign tax credits, a pretax gain of $0.7 million for business interruption claims recovery and pretax charges of $1.1 million associated with divested operations.

~~Continuing Operations~~ ~~— Changes in earnings from continuing operations before income taxes for the third quarter of 2017 versus the third quarter of 2016 are summarized below:~~

~~earnings from continuing operations before income taxes~~



~~in millions~~
~~Third quarter 2016~~	~~$ 194.9~~
~~Lower aggregates gross profit~~	~~(2.6)~~
~~Lower asphalt gross profit~~	~~(1.5)~~
~~Higher concrete gross profit~~	~~5.7~~
~~Lower calcium gross profit~~	~~(0.2)~~
~~Lower selling, administrative and general expenses~~	~~3.0~~
~~Lower gain on sale of property, plant & equipment and businesses~~	~~(0.5)~~
~~Lower business interruption claims recovery~~	~~(0.7)~~
~~Higher interest expense, net~~	~~(48.9)~~
~~All other~~	~~0.0~~
~~Third quarter 2017~~	~~$ 149.2~~

Aggregates shipments increased 1% versus the prior year’s quarter. Shipment trends in aggregates were disrupted by hurricanes across our Florida, Georgia, Gulf Coast, North Carolina, South Carolina and coastal Texas markets. Markets outside of these areas combined to grow mid-single digit versus the prior year’s third quarter – more in line with trends and expectations.

Broad pricing momentum continued across our footprint with most markets realizing price growth in the third quarter. For the quarter, freight-adjusted average sales price for aggregates increased 3% versus the prior year, or $0.37 per ton, despite a negative product mix impact. Product mix, partly due to aggregates needs immediately after the hurricanes, negatively impacted price growth by approximately one percentage point (100 basis points). Excluding mix impact, aggregates price increased 4%. The overall pricing climate remains favorable as visibility to a sustained recovery improves and as construction materials producers stay focused on earning adequate returns on capital.

Third quarter Aggregates segment gross profit was $259.1 million, or $5.09 per ton. These results were slightly lower than the prior year as a result of the third quarter weather events. Weather-related disruptions impaired shipments and drove inefficiencies that limited revenue growth and earnings improvement. The aforementioned 18% increase in the unit cost of diesel fuel and costs related to the transition to two new, more efficient ships to transport aggregates from our quarry in Mexico negatively impacted segment gross profit by $6.7 million in comparison to the prior year.

Asphalt segment gross profit was $31.4 million in the third quarter of 2017 versus $32.9 million in the prior year period. Shipments of asphalt mix were 3.1 million tons in total and 2.8 million tons on a same-store basis. Shipments in the prior year were 2.9 million tons. An 18% increase in liquid asphalt unit cost negatively affected materials margins.

Concrete segment gross profit was $14.4 million in the quarter compared to $8.7 million in the prior year period. Shipments increased 20% versus the prior year. On a same-store basis, volumes increased 8%, as volumes in Virginia (our largest concrete market) drove most of the year-over-year increase. Materials margins and unit gross profit in the Concrete segment also improved versus the prior year.

~~Our Calcium segment reported gross profit of $0.7 million versus $0.8 million in the third quarter of 2016.~~

~~On a trailing-twelve-month basis, total gross profit in our non-aggregates segments was $135.9 million, a 12% increase from the prior year’s comparable period.~~

~~SAG expenses were $73.4 million versus $76.3 million in the prior year’s third quarter. Trailing-twelve-month SAG expenses were $317.8 million, in line with full-year expectations.~~

Other operating expense was $4.2 million in the third quarter of 2017 versus $3.5 million in the third quarter of 2016. This line item includes the aforementioned discrete charges associated with business development (net of a termination fee) in the amount of $1.2 million for the third quarter of 2017. These net charges were composed of $9.2 million of non-routine business development charges partially offset by an $8.0 million credit related to an asset purchase agreement termination fee. Additionally, this line item includes the aforementioned discrete charges associated with divested operations (environmental liability accruals at divested sites) of $0.1 million and $1.1 million for the third quarters of 2017 and 2016, respectively.

Net interest expense was $82.0 million in the third quarter of 2017 compared to $33.1 million in 2016. The higher interest expense resulted primarily from the $46.1 million charge related to the July 2017 debt purchase. For additional details, see Note 7 to the condensed consolidated financial statements.

Income tax expense from continuing operations was $39.1 million in the third quarter of 2017 compared to income tax expense of $49.8 million in the third quarter of 2016. The decrease in our income tax expense resulted largely from applying the statutory rate to the decrease in our pretax earnings.

~~Earnings from continuing operations were $0.82 per diluted share in the third quarter of 2017 compared to $1.07 per diluted share in the third quarter of 2016.~~

~~Discontinued Operations~~ — Third quarter pretax loss from discontinued operations was $1.3 million in 2017 compared with a pretax loss of $5.1 million in 2016. 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 2 to the condensed consolidated financial statements.

~~YEAR-TO-DATE SEPTEMBER 30, 2017 Compared to YEAR-TO-DATE SEPTEMBER 30, 2016~~

Total revenues for the first nine months of 2017 were $2,912.8 million, up 7% from the first nine months of 2016. Shipments declined in aggregates (-1%) while they were up in asphalt mix (+10%) and ready-mixed concrete (+21%). Gross profit declined in the Aggregates (-$12.1 million or -2%) and Asphalt (-$7.1 million or -9%) segments while it was up in the Concrete segment (+$16.0 million or +87%). Diesel fuel costs were up $12.4 million as a result of a 22% increase in the unit cost of diesel fuel compared with the first nine months of 2016, with most ($9.1 million) of this increased cost reflected in the Aggregates segment.

Net earnings for the first nine months of 2017 were $273.6 million, or $2.03 per diluted share, compared to $306.9 million, or $2.26 per diluted share, in the first nine months of 2016. Each period’s results were impacted by discrete items, as follows:

Net earnings for the first nine months of 2017 include pretax interest charges of $46.1 million related to the July debt purchase, pretax charges of $16.5 million associated with divested operations, net pretax charges of $0.8 million associated with business development (net of an asset purchase agreement termination fee) and a $1.9 million pretax charge for restructuring, and excess tax benefits of $20.8 million related to share-based compensation.

Net earnings for the first nine months of 2016 include a pretax gain of $11.7 million for business interruption claims recovery, pretax charges of $16.8 million associated with divested operations, a pretax loss of $10.5 million for asset impairment, and excess tax benefits of $24.5 million related to share-based compensation.

~~Continuing Operations~~ ~~— Changes in earnings from continuing operations before income taxes for year-to-date September 30, 2017 versus year-to-date September 30, 2016 are summarized below:~~

~~earnings from continuing operations before income taxes~~



~~in millions~~
~~Year-to-date September 30, 2016~~	~~$ 405.9~~
~~Lower aggregates gross profit~~	~~(12.1)~~
~~Lower asphalt gross profit~~	~~(7.1)~~
~~Higher concrete gross profit~~	~~16.0~~
~~Lower calcium gross profit~~	~~(0.6)~~
~~Higher selling, administrative and general expenses~~	~~(2.8)~~
~~Higher gain on sale of property, plant & equipment and businesses~~	~~1.7~~
~~Lower business interruption claims recovery~~	~~(11.7)~~
~~Lower impairment charges~~	~~10.5~~
~~Higher interest expense, net~~	~~(54.4)~~
~~All other~~	~~1.6~~
~~Year-to-date September 30, 2017~~	~~$ 347.0~~

Gross profit for our Aggregates segment was $652.1 million for the first nine months of 2017 versus $664.2 million in the comparable period of 2016. Aggregates segment sales of $2,326.6 million were up 3%, and aggregates freight-adjusted revenues of $1,796.7 million were also up 3%. Year-to-date aggregates shipments declined 1%, or 1.1 million tons, compared to the first nine months of 2016. Wet weather — severe flooding in California during the first quarter of 2017, extreme rainfall in core Southeastern markets (Alabama, Florida, Georgia, Louisiana and Mississippi) during the second quarter of 2017, and hurricanes/tropical storm conditions across our Florida, Georgia, Gulf Coast, North Carolina, South Carolina and coastal Texas markets during the third quarter of 2017 — contributed to the shipment shortfall. Freight-adjusted average sales price for aggregates increased 4%, or $0.49 per ton, versus the first nine months of 2016, with most major markets realizing price improvement. Year-to-date unit cost of sales (freight-adjusted) in the Aggregates segment was up 7%, or $0.55 per ton, versus the nine months of 2016. As noted above, higher diesel fuel costs accounted for $9.1 million of the cost increase in the Aggregates segment. Additionally, inefficiencies and lower volume due to the severe weather conditions noted above also contributed to the increased cost. Gross profit per ton was $4.75 per ton for the first nine months of 2017 compared with $4.80 per ton for the first nine months of 2016.

Asphalt segment gross profit of $68.9 million was down $7.1 million from the first nine months of 2016. Shipments increased 10% in total and were essentially flat on a same-store basis. Materials margins were lower as a result of lower unit sales price and higher liquid asphalt unit cost.

Concrete segment gross profit was $34.3 million for the first nine months of 2017, up $16.0 million from the prior year period. Shipments increased 21% versus the first nine months of 2016 as ready-mixed concrete volumes increased in most of our markets. On a same-store basis, ready-mixed concrete shipments increased 13%. Concrete segment materials margins and unit gross profit also improved versus the first nine months of 2016.

~~Our Calcium segment reported gross profit of $2.0 million versus $2.6 million in the first nine months of 2016.~~

~~SAG expenses were $238.3 million versus $235.5 million in the prior year’s first nine months reflecting a 0.5 percentage point (50 basis point) reduction as a percentage of total revenues.~~

~~In the first nine months of 2016, we recognized a gain of $11.7 million related to the settlement of business interruption claims from the 2010 Gulf Coast oil spill.~~

There were no asset impairment charges during the first nine months of 2017. During the first nine months of 2016, we recorded $10.5 million of losses on impairment of long-lived assets, as follows: ($0.9 million) — wrote off nonrecoverable project costs related to two Aggregates segment capital projects that we no longer intend to complete and ($9.6 million) — terminated a nonstrategic aggregates site lease we no longer intended to develop.

Other operating expense, net is composed of various cost items not included in cost of revenues and not specifically presented in the accompanying Condensed Consolidated Statement of Comprehensive Income. The total other operating expense, net and significant items included in the total were:

$27.8 million in the first nine months of 2017 — includes $1.2 million of discrete charges associated with business development (net of termination fee). These net charges were composed of $9.2 million of non-routine business development charges partially offset by an $8.0 million credit related to an asset purchase agreement termination fee. Additionally, this line item includes $16.5 million of discrete charges associated with divested operations including $15.6 million of environmental liability accruals related to the Hewitt Landfill matter (see Note 8 to the condensed consolidated financial statements)

$23.9 million in the first nine months of 2016 — includes $16.8 million of discrete charges associated with divested operations. These charges were composed of charges associated with office space no longer needed and vacated ($5.2 million), the write-off of a prepaid royalty asset resulting from a change in long-term mining plans ($3.6 million), a property litigation settlement ($1.9 million), a pension withdrawal settlement revision ($1.5 million) and environmental liability accruals associated with previously divested properties ($4.6 million)

Net interest expense was $154.6 million in the first nine months of 2017 compared to $100.2 million in 2016. This increase resulted from the $46.1 million charge related to the July 2017 debt purchase coupled with the higher debt load. For additional details, see Note 7 to the condensed consolidated financial statements.

Income tax expense from continuing operations was $81.6 million in the first nine months of 2017 compared to $91.6 million in the first nine months of 2016. The decrease in our income tax expense resulted largely from applying the statutory rate to the decrease in our pretax earnings.

~~Earnings from continuing operations were $2.03 per diluted share in the first nine months of 2017 compared to $2.26 per diluted share in the first nine months of 2016.~~

~~Discontinued Operations~~ — Year-to-date September pretax earnings from discontinued operations were $13.6 million in 2017 compared with a pretax loss of $12.3 million in 2016. Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. The current year results also include insurance recoveries from previously incurred general liability costs. For additional details, see Note 2 to the condensed consolidated financial statements.

LIQUIDITY AND FINANCIAL RESOURCES

Our primary sources of liquidity are cash provided by our operating activities, ~~and~~ a substantial, committed bank line of ~~credit.~~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 ~~2017,~~2024 including:

~~cash contractual obligations~~

~~capital expenditures~~

▪contractual obligations

~~debt service obligations~~

▪capital expenditures

~~dividend payments~~

▪debt service obligations

~~potential share repurchases~~

▪dividend payments

~~potential acquisitions~~

▪potential acquisitions

▪potential share repurchases

Our balanced approach to capital deployment remains unchanged. We intend to balance reinvestment in our business, growth through acquisitions and return of capital to shareholders, while sustaining financial strength and flexibility.

We actively manage our capital structure and resources in order to ~~minimize~~balance the cost of capital ~~while properly managing~~and the risk of financial ~~risk.~~stress. We seek to meet these objectives by adhering to the following principles:

~~maintain substantial bank line of credit borrowing capacity~~

~~proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low~~

▪maintain substantial bank line of credit borrowing capacity

~~maintain an appropriate balance of fixed-rate and floating-rate debt~~

▪proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low

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

▪maintain an appropriate balance of fixed-rate and floating-rate debt

~~Cash~~

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

CASH

Included in our ~~September 30, 2017~~March 31, 2024 cash and cash equivalents ~~balance~~and restricted cash balances of ~~$701.2~~$300.1 million is ~~$55.1~~$7.7 million of restricted cash ~~held at our foreign subsidiaries. All of this $55.1 million of cash relates~~as described in Note 1 to ~~earnings that are indefinitely reinvested offshore. Use of this cash is currently limited~~the condensed consolidated financial statements under the section Restricted Cash.

CASH FROM OPERATING ACTIVITIES


	Three Months Ended March 31
in millions	2024		2023
Net earnings	$	102.9	$	120.9
Depreciation, depletion, accretion and amortization (DDA&A)	150.9		148.4

Noncash operating lease expense	12.9		13.6
Net gain on sale of property, plant & equipment and businesses	(0.6)		(1.7)
Deferred income taxes, net	(2.1)		(13.3)
Other operating cash flows, net 1	(90.6)		(46.6)
Net cash provided by operating activities	$	173.4	$	221.3

1Primarily reflects changes to ~~our foreign operations.~~

~~cash from operating activities~~

working capital balances.

Nine Months Ended

September 30

in millions
2017

2016

Net earnings
$          273.6

$          306.9

Depreciation, depletion, accretion and amortization (DDA&A)
228.0

213.4

Net earnings before noncash deductions for DDA&A
$          501.6

$          520.3

Contributions to pension plans
(17.6)

(7.1)

Cost of debt purchase
43.0

0.0

Other operating cash flows, net 1
(127.5)

(108.6)

Net cash provided by operating activities
$          399.5

$          404.6


1	~~Primarily reflects changes to working capital balances.~~

~~Net cash provided by operating activities is derived primarily from net earnings before noncash deductions for depreciation, depletion, accretion and amortization.~~ Net cash provided by operating activities was ~~$399.5~~$173.4 million during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, a ~~$5.1~~$47.9 million decrease compared to the same period of ~~2016. During the third quarter of 2017, we made~~2023. The decrease was primarily attributable to a ~~discretionary pension plan contribution of $10.6 million. Additionally, we retired debt costing $43.0~~$18.0 million ~~above the principal amount~~decrease in net earnings and changes in working capital balances.

Days sales outstanding, a measurement of the ~~notes which is reflected as~~time it takes to collect receivables, were 43.0 days at March 31, 2024 compared to 44.1 days at March 31, 2023. Additionally, our over 90 day receivables balance was $22.7 million at March 31, 2024, a ~~financing cash outflow.~~

~~cash~~decrease of $26.5 million from ~~investing activities~~

the $49.2 million balance at March 31, 2023. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

CASH FROM INVESTING ACTIVITIES

Net cash used for investing activities was ~~$557.6~~$163.8 million during the first ~~nine~~three months of ~~2017,~~2024, a ~~$278.0~~$102.1 million increase compared to cash used of $61.7 million in the same period of 2016. We invested $366.8 million in our existing operations in the first nine months of 2017, a $79.4 million increase compared to the prior year period. Of this $366.8 million, $136.8 million was invested in shipping capacity enhancements, new site developments and other growth opportunities. Additionally, during the first nine months of 2017, we acquired the following businesses for $210.6 million of cash consideration: California — ready-mixed concrete facilities, an aggregates marine distribution yard and building materials yards; Illinois — two aggregates facilities; New Mexico — an aggregates facility; and Tennessee — two aggregates facilities, asphalt mix operations and a construction paving business. During the first nine months of 2016, we purchased a distribution business in Georgia for $1.6 million of cash consideration.

~~cash from financing activities~~

~~Net cash provided by financing activities in the first nine months of 2017 was $600.2 million, an increase of $874.0 million compared with the cash used during the same period of 2016.~~2023. This increase was primarily attributable to a $130.0 million note receivable collected in 2023 related to the ~~2017 debt issuances (as described~~2022 sale of concrete operations in ~~the section below) which provided net proceeds of $1,585.0 million partially offset by the repayment of our $235.0 million line of credit~~New Jersey, New York and the early retirement of notes due in 2018 for a total cost of $565.6 million ($522.5 million principal and $43.0 million cost of debt purchase). Additionally, we increased dividends to our shareholders by $19.4 million ($0.75 per share compared to $0.60 per share). Share repurchases decreased by $101.2 million (510,283 shares @ $118.18 per share compared to 1,426,659 shares @ $113.18 per share). Finally, cash paid for shares withheld to satisfy statutory income tax withholding obligations of $24.6 million decreased $7.8 million fromPennsylvania. During the first ~~nine~~three months of ~~2016~~2024, we acquired businesses for $12.3 million (see Note 116 to the condensed consolidated financial ~~statements, caption Share-based Compensation – Accounting Standards Update)~~statements) whereas there were no business acquisitions in 2023. Additionally, during the first three months of 2024, we invested $152.8 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $193.6 million in the prior year period. This $152.8 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

CASH FROM FINANCING ACTIVITIES

Net cash used for financing activities was $658.7 million during the first three months of 2024, a $477.6 million increase compared to cash used of $181.1 million in the same period of 2023. The current year includes cash paid to redeem the $550.0 million senior notes due 2026 whereas the prior year includes a $100.0 million net payment on our line of credit. Additionally, we returned $80.8 million to shareholders through $62.0 million of dividends ($0.46 per share compared to $0.43 per share) and $18.8 million of common stock repurchases of (70,932 shares repurchased at $265.44 average price per share compared to none in the first three months of 2023).

~~debt~~

DEBT

Certain debt measures are ~~outlined~~presented below:



		September 30		December 31		September 30
dollars in millions			2017		2016		2016
in millions								in millions	March 31 2024		December 31 2023		March 31 2023
Debt	Debt
Current maturities of long-term debt	Current maturities of long-term debt		$ 4.8		$ 0.1		$ 0.1
Short-term debt (line of credit)			0.0		0.0		0.0
Long-term debt 1			2,810.0		1,982.8		1,983.6
Current maturities of long-term debt
Current maturities of long-term debt

Long-term debt
Long-term debt
Long-term debt
Total debt	Total debt		$ 2,814.8		$ 1,982.9		$ 1,983.7
Capital	Capital
Total debt	Total debt		$ 2,814.8		$ 1,982.9		$ 1,983.7
Equity			4,685.1		4,572.5		4,504.0
Total debt
Total debt
Total equity
Total capital	Total capital		$ 7,499.9		$ 6,555.4		$ 6,487.7
Total Debt as a Percentage of Total Capital	Total Debt as a Percentage of Total Capital		37.5%		30.2%		30.6%	Total Debt as a Percentage of Total Capital	30.7	%	34.1	%	35.6	%
Weighted-average Effective Interest Rates
Line of credit 2			1.25%		1.25%		1.25%
Weighted-Average Effective Interest Rates
Line of credit 1
Line of credit 1
Line of credit 1									1.13	%	1.13	%	1.13	%
Commercial paper								Commercial paper	5.55	%	5.64	%	5.23	%
Term debt	Term debt		5.08%		7.52%		7.52%	Term debt	4.63	%	4.82	%	4.73	%
Fixed versus Floating Interest Rate Debt	Fixed versus Floating Interest Rate Debt
Fixed-rate debt	Fixed-rate debt		82.4%		88.3%		88.3%
Fixed-rate debt
Fixed-rate debt									83.8	%	72.1	%	72.1	%
Floating-rate debt	Floating-rate debt		17.6%		11.7%		11.7%	Floating-rate debt	16.2	%	27.9	%	27.9	%


1		~~Includes borrowings under~~ 1Reflects the margin above SOFR for SOFR-based borrowings; we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit. At March 31, 2024, total debt to trailing-twelve months Adjusted EBITDA was 1.7 times (1.5 times on a net debt basis reflecting $300.1 million of cash on hand). Our weighted-average debt maturity was 10.9 years, and our total weighted-average effective interest rate was 4.78%. DELAYED DRAW TERM LOAN, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM In June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan which was fully drawn in August 2021 upon the acquisition of U.S. Concrete. The delayed draw term loan was paid down to $1,100.0 million in September 2021 with cash on hand, paid down to $550.0 million in August 2022 using the proceeds from the issuance of commercial paper as described below and fully repaid in March 2023 using proceeds from the issuance of 5.80% senior notes as described below. In 2022, we established a $1,600.0 million commercial paper program through which we borrowed $550.0 million that was used to partially repay the delayed draw term loan. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors. Our $1,600.0 million unsecured line ~~of credit for which we have the intent and ability to extend payment beyond twelve months, as follows: September 30, 2017~~ — ~~none, December 31, 2016~~ — ~~$235.0 million and September 30, 2016~~ — ~~$235.0 million.~~
2		~~Reflects~~ ~~the margin above LIBOR for LIBOR-based borrowings;~~ ~~we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.~~

~~Line~~ of credit

matures in August 2027 and contains covenants customary for an unsecured investment-grade facility. Covenants, ~~borrowing~~borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements. As of ~~September 30, 2017,~~March 31, 2024, we were in compliance with the ~~line of credit~~ covenants, ~~and~~ the ~~credit~~ margin for ~~London Interbank Offered Rate (LIBOR)~~SOFR borrowings was ~~1.25%~~1.125%, the ~~credit~~ margin for base rate borrowings was ~~0.25%,~~0.125% and the commitment fee for the unused amount was ~~0.15%~~0.100%.

As of ~~September 30, 2017,~~March 31, 2024, our available borrowing capacity under the line of credit was ~~$706.7~~$1,510.8 million. Utilization of the borrowing capacity was as follows:

~~none was borrowed~~

~~$43.3 million was used to provide support for outstanding standby letters of credit~~

▪None was borrowed

▪$89.2 million was used to support standby letters of credit

TERM DEBT

All of our $3,391.1 million (face value) of term debt (which includes the $550.0 million commercial paper) is unsecured. ~~$2,596.2 million~~All of ~~such~~the covenants in the debt ~~is governed by two essentially identical indentures that contain~~agreements are customary for investment-grade type covenants. The primary covenant in both indentures limits the amount of secured debt we may incur without ratably securing such debt. $250.0 million of such debt is governed, as described below, by the same credit agreement that governs our line of credit.facilities. As of ~~September 30, 2017,~~March 31, 2024, we were in compliance with all term debt covenants.

In ~~June 2017,~~March 2023, we issued ~~$1,000.0~~$550.0 million of ~~debt composed of three issuances as follows: (1) $700.0 million of 4.50%~~5.80% senior notes due June 2047, (2) $50.0 million of 3.90% senior notes due April 2027 (these notes are a further issuance of, and form a single series with, the 3.90% notes issued in March 2017), and (3) $250.0 million of floating-rate senior notes due June 2020. These issuances resulted in2026. Total proceeds of ~~$989.5~~$546.6 million (net of ~~original issue discounts/premiums, underwriter fees~~discounts and ~~other~~ transaction costs)~~. The proceeds will be used to partially finance the pending acquisition of Aggregates USA as described in Note 16 to the condensed consolidated financial statements and~~, together with cash on hand, were used to ~~early retire~~repay the $550.0 million delayed draw term loan. We redeemed these notes ~~due~~at par in ~~2018 ($272.5 million @ 7.00%~~March 2024 using cash on hand and $250.0 million @ 10.375%). This early retirement was completed in July at a cost of $565.6 million including $43.0 million in premium above the principal amount of the notes and transaction costs. As a result, in the third quarter, we recognized ~~$3.0 million of net~~ noncash expense ~~associated~~of $2.3 million with the acceleration of unamortized ~~discounts,~~ deferred debt issuance ~~costs and deferred interest rate derivative settlement losses. The combined charge of $46.1 million was a component of interest expense for the three and nine months ended September 30, 2017.~~

In June 2017, we drew the full $250.0 million on the unsecured delayed draw term loan entered into in December 2016. These funds were used to repay the $235.0 million borrowed on our line of credit and for general corporate purposes. Borrowings bear interest in the same manner as the line of credit. The term loan principal will be repaid quarterly beginning March 2018 as follows: quarters 5 - 8 @ $1.6 million/quarter; 9 - 12 @ $3.1 million/quarter; 13 - 19 @ $4.7 million/quarter and $198.4 million for quarter 20 (December 2021). The term loan may be prepaid at any time without penalty. It is provided by the same group of banks that provides our line of credit, and is governed by the same credit agreement as the line of credit. As such, it is subject to the same affirmative, negative, and financial covenants.

In March 2017, we issued $350.0 million of 3.90% senior notes due April 2027 for proceeds of $345.5 million (net of original issue discounts, underwriter fees and other transaction costs). The proceeds were used for general corporate purposes. This series of notes now totals $400.0 million due to the additional $50.0 million of notes issued in June (as described above).

costs.

CURRENT MATURITIES ~~of long-term debt~~

OF LONG-TERM DEBT

The ~~$4.8~~$0.5 million of current maturities of long-term debt as of ~~September 30, 2017 includes all long-term debt that we intend to pay within twelve months, and~~March 31, 2024 is due as follows:


in millions				Current Maturities
Second quarter 2024		$	0.0
Third quarter 2024		~~Current~~ 0.0
~~in millions~~		~~Maturities~~
Fourth quarter ~~2017~~ 2024	~~$0.1~~ 0.0
First quarter ~~2018~~ 2025		~~1.6~~ 0.5
~~Second quarter 2018~~	~~1.6~~
~~Third quarter 2018~~	~~1.5~~

DEBT RATINGS

~~debt ratings~~

Our debt ratings and outlooks as of ~~September 30, 2017~~March 31, 2024 are as follows:

Short-term

Long-term

Outlook

Fitch

BBB

Stable

Moody's

P-2

Baa2

~~Rating/Outlook~~

~~Date~~

~~Description~~

Stable

~~Senior Unsecured Term Debt~~ 1

~~Fitch~~

~~BBB-/stable~~

~~6/12/2017~~

~~rating/outlook affirmed~~

~~Moody's~~

~~Baa3/stable~~

~~6/12/2017~~

~~rating/outlook affirmed~~

Standard & Poor's

~~BBB/stable~~

A-2

BBB+

~~6/12/2017~~

~~rating/outlook affirmed~~

Stable


1	~~Not all~~ EQUITY The number of our ~~long-term debt is rated.~~

~~Equity~~

~~Our~~ common stock issuances and purchases for the year-to-date periods ended are as follows:

September 30

December 31

September 30

in thousands
2017

2016

2016

Common stock shares at January 1,

issued and outstanding
132,339

133,172

133,172

Common Stock Issuances

Share-based compensation plans
452

594

564

Common Stock Purchases

Purchased and retired
(510)

(1,427)

(1,427)

Common stock shares at end of period,

issued and outstanding
132,281

132,339

132,309


in millions	March 31 2024	December 31 2023	March 31 2023
Common stock shares at January 1, issued and outstanding	132.1	132.9	132.9
Common Stock Issuances
Share-based compensation plans	0.3	0.2	0.2
Common Stock Purchases
Purchased and retired	(0.1)	(1.0)	0.0
Common stock shares at end of period, issued and outstanding	132.3	132.1	133.1

~~On February 10, 2006, our Board~~

As of ~~Directors authorized us to purchase up to 10,000,000 shares of our common stock. On February 10, 2017,~~March 31, 2024, there were 1,756,757 shares remaining under this authorization and our Board of Directors authorized us to purchase an additional 8,243,243 shares to refresh the number of shares we were authorized to purchase to 10,000,000. As of September 30, 2017, there were 9,489,7177,016,328 shares remaining under the ~~authorization.~~February 2017 share purchase authorization by our Board of Directors. Depending upon market, business, legal and other conditions, we may ~~make share purchases~~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.

~~Our~~

The detail of our common stock purchases (all of which were open market purchases) for the year-to-date periods ended are ~~detailed below:~~

as follows:

September 30

December 31

September 30

in thousands, except average cost
2017

2016

2016

Shares Purchased and Retired

Number
510

1,427

1,427

Cost 1
$       60,303

$     161,463

$     161,436

Average cost per share 1
$       118.18

$       113.18

$       113.18


in millions, except average cost	March 31 2024		December 31 2023		March 31 2023
Number of shares purchased and retired	0.1		1.0		0.0
Total purchase price	$	18.8	$	200.0	$	0.0
Average cost per share	$	265.44	$	204.52	$	0.00


1	~~Excludes commissions of $0.02 per share.~~

There were no shares held in treasury as of ~~September 30, 2017,~~March 31, 2024, December 31, ~~2016~~2023 and ~~September 30, 2016.~~

March 31, 2023.

~~off-balance sheet arrangements~~

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements such as financing or unconsolidated variable interest ~~entities, that either have or are reasonably likely to have a current or future material effect on our:~~

~~results of operations and financial position~~

entities.

~~capital expenditures~~

~~liquidity and capital resources~~

STANDBY LETTERS OF CREDIT

~~Standby Letters of Credit~~

For a discussion of our standby letters of credit, see~~Note 7~~ ~~to the condensed consolidated financial statements.~~

~~Cash Contractual Obligations~~

~~Our obligation to make future payments under contracts is presented in our most recent Annual Report on Form 10-K. Changes resulting from our March 2017 debt issuance as described in~~ Note 7 to the condensed consolidated financial ~~statements are outlined in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. Changes resulting from our June 2017 debt~~ ~~transactions as well as the July 2017 debt retirement, as described in Note 7 to the condensed consolidated financial statements, are outlined in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.~~

statements.

CRITICAL ACCOUNTING POLICIES

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2023 (Form 10-K).

We prepare these financial statements to conform with accounting principles generally accepted in the United States of America. These principles require us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We base our estimates on historical experience, current conditions and various other assumptions we believe reasonable under existing circumstances and evaluate these estimates and judgments on an ongoing basis. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates.

We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies. There have been no changes to our critical accounting policies during the ~~nine~~three months ended ~~September 30, 2017.~~

~~new Accounting standards~~

March 31, 2024.

NEW ACCOUNTING STANDARDS

For a discussion of the accounting standards recently adopted or pending adoption and the effect such accounting changes will have on our results of operations, financial position or liquidity, see Note 17 to the condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to:

~~general economic and business conditions~~

~~the timing and amount of federal, state and local funding for infrastructure~~

▪general economic and business conditions

~~changes in our effective tax rate~~

▪our dependence on the construction industry, which is subject to economic cycles

the increasing reliance on information technology infrastructure for our ticketing, procurement, financial statements and other processes could adversely affect operations in the event that the infrastructure does not work as intended or experiences technical difficulties or is subjected to cyber attacks

▪the timing and amount of federal, state and local funding for infrastructure

~~the impact of the state of the global economy on our businesses and financial condition and access to capital markets~~

▪changes in the level of spending for private residential and private nonresidential construction

~~changes in the level of spending for private residential and private nonresidential construction~~

▪changes in our effective tax rate

~~the highly competitive nature of the construction materials industry~~

▪domestic and global political, economic or diplomatic developments

~~the impact of future regulatory or legislative actions, including those relating to climate change, greenhouse gas emissions, the definition of minerals or international trade~~

▪the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks

~~the outcome of pending legal proceedings~~

▪the impact of the state of the global economy on our businesses and financial condition and access to capital markets

~~pricing of our products~~

▪international business operations and relationships, including recent actions taken by the Mexican government with respect to our property and operations in that country

~~weather and other natural phenomena~~

▪the highly competitive nature of the construction industry

~~energy costs~~

▪a pandemic, epidemic or other public health emergency

~~costs of hydrocarbon-based raw materials~~

▪the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use, wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade

~~healthcare costs~~

▪the outcome of pending legal proceedings

~~the amount of long-term debt and interest expense we incur~~

▪pricing of our products

~~changes in interest rates~~

▪weather and other natural phenomena, including the impact of climate change and availability of water

~~volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans~~

▪availability and cost of trucks, railcars, barges and ships, as well as their licensed operators, for transport of our materials

~~the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses~~

▪energy costs

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

▪costs of hydrocarbon-based raw materials

~~modification to the terms of the acquisition of Aggregates USA, LLC may be required in order to satisfy approvals or conditions~~

▪healthcare costs

~~business disruption during the pendency of, or following the acquisition of, Aggregates USA, LLC, including diversion of management time~~

▪labor relations, shortages and constraints

~~our ability to manage and successfully integrate acquisitions~~

▪the amount of long-term debt and interest expense we incur

~~the potential of goodwill or long-lived asset impairment~~

▪changes in interest rates

~~other assumptions, risks and uncertainties detailed from time to time in our periodic reports filed with the SEC~~

▪volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans

▪the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses

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

▪our ability to manage and successfully integrate acquisitions

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

▪significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets

▪changes in technologies, which could disrupt the way we do business and how our products are distributed

▪the risks of open pit and underground mining

▪expectations relating to environmental, social and governance considerations

▪claims that our products do not meet regulatory requirements or contractual specifications

▪other assumptions, risks and uncertainties detailed from time to time in our periodic reports filed with the SEC

All forward-looking statements are made as of the date of ~~filing.~~filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission ~~(SEC)~~ and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.

INVESTOR ~~information~~

INFORMATION

We make available on our website, www.vulcanmaterials.com, free of charge, copies of our:

~~Annual Report on Form 10-K~~

~~Quarterly Reports on Form 10-Q~~

▪Annual Report on Form 10-K

~~Current Reports on Form 8-K~~

▪Quarterly Reports on Form 10-Q

▪Current Reports on Form 8-K

Our website also includes amendments to those reports filed with or furnished to the ~~Securities and Exchange Commission (SEC)~~SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database (www.sec.gov).

The public may read and copy materials filed with the SEC at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330.

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to ~~Jerry F. Perkins Jr.,~~Denson N. Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

We have a:

~~Business Conduct Policy applicable to all employees and directors~~

~~Code of Ethics for the CEO and Senior Financial Officers~~

▪Business Conduct Policy applicable to all employees and directors

▪Code of Ethics for the CEO and Senior Financial Officers

Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the ~~heading “Corporate Governance.”~~“Investor Relations” tab (“Governance” section). If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC.

Our Board of Directors has also adopted:

~~Corporate Governance Guidelines~~

~~Charters for its Audit, Compensation, Executive, Finance, Governance and Safety, Health & Environmental Affairs Committees~~

▪Corporate Governance Guidelines

▪Charters for our Audit, Compensation, Executive, Finance, Governance and Safety, Health & Environmental Affairs Committees

These documents meet all applicable SEC and New York Stock Exchange regulatory requirements.

The Charters of the Audit, Compensation and Governance Committees are available on our website under the ~~heading, “Corporate~~ “Investor Relations” tab (“Governance” – Committee Composition” section) or you may request a copy of any of these documents by writing to ~~Jerry F. Perkins Jr.,~~Denson N. Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Information included on our website is not incorporated into, or otherwise made a part of, this report.

~~ITEM 3~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT~~


ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

~~MARKET RISK~~

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. To manage these market risks, we may use derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative ~~or trading~~ purposes.

As discussed in the Liquidity and Financial Resources section of Part I, Item 2, we actively manage our capital structure and resources to balance the cost of capital an~~d risk~~ and risk of financial ~~stress~~.stress. Such activity includes balancing the cost and risk of interest expense. In addition to floating-rate borrowings, we at times use interest rate swaps to manage the mix of ~~fixed-rate~~fixed-rate and floating-rate debt.

While floating-rate debt exposes us to rising interest rates, it is typically cheaper than issuing fixed-rate debt at any point in time but can become more expensive than previously issued fixed-rate debt. However, a rising interest rate environment is not necessarily harmful to our financial results. Since 2002~~, our EBITDA and Operating income~~ ~~are positively correlated~~ to floating interest rates (as measured by 3-month LIBOR). As such, our business serves as a natural hedge to rising interest rates, and floating-rate debt serves as a natural hedge against weaker operating results ~~due to general economic weakness~~.

At ~~September 30, 2017,~~March 31, 2024, the estimated fair value of our long-term debt including current maturities was ~~$3,073.1~~$3,205.6 million compared to a ~~book~~face value of ~~$2,814.8~~$3,391.1 million. The estimated fair value was determined by averaging several asking price quotes for the publicly traded notes and assuming par value for the remainder of the debt. The fair value estimate is based on information available as of the balance sheet date. The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately ~~$258.3~~$0.2 million.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds and the expected return on plan assets. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in our most recent Annual Report on Form 10-K.

~~ITEM 4~~

~~controls and procedures~~

~~disclosure controls and procedures~~


ITEM 4
CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of ~~September 30, 2017.~~March 31, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017.~~

March 31, 2024.

We are in the process of replacing our quote to invoice system for our aggregates and asphalt operations and expect the full implementation of this system to be completed by the fourth quarter of 2024.

No ~~material~~other changes were made during the ~~third~~first quarter of ~~2017~~2024 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

~~part Ii other information~~

~~ITEM 1~~

~~legal proceedings~~

PART II OTHER INFORMATION


ITEM 1
LEGAL PROCEEDINGS

Certain legal proceedings in which we are involved are discussed in Note 12 to the consolidated financial statements and Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, ~~2016, and in Note 8 to the condensed consolidated financial statements and Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017.~~2023. See Note 8 to the condensed consolidated financial statements of this Form 10-Q for a discussion of certain recent developments concerning our legal proceedings.

~~ITEM 1A~~

~~risk factors~~


ITEM 1A
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, ~~2016.~~

~~ITEM 2~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

2023.


ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of our equity securities during the quarter ended ~~September 30, 2017~~March 31, 2024 are summarized below.

Total Number

Maximum

of Shares

Number of

Purchased as

Shares that

Total

Part of Publicly

May Yet Be

Number of

Average

Announced

Purchased

Shares

Price Paid

Plans or

Under the Plans

Period
Purchased

Per Share

Programs

or Programs 1

2017

July 1 - July 31
0

$          0.00

0

9,489,717

Aug 1 - Aug 31
0

$          0.00

0

9,489,717

Sept 1 - Sept 30
0

$          0.00

0

9,489,717

Total
0

$          0.00

0


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs 1
2024
January 1 - January 31	0	$	0.00	0	7,087,260
February 1 - February 29	0	$	0.00	0	7,087,260
March 1 - March 31	70,932	$	265.44	70,932	7,016,328
Total	70,932	$	265.44	70,932

On February 10, 2006, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. On February 10, 2017, there were 1,756,757 shares remaining under this authorization, and our Board of Directors authorized us to purchase an additional 8,243,243 shares to refresh the number of shares we were authorized to purchase to 10,000,000. As of September 30, 2017, there were 9,489,717 shares remaining under the authorization. Depending upon market, business, legal and other conditions, we may make share purchases from time to time through 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.

1In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of March 31, 2024, there were 7,016,328 shares remaining under this authorization. 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 through 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.

We did not have any unregistered sales of equity securities during the ~~third~~first quarter of ~~2017.~~

~~ITEM 4~~

~~MINE SAfETY DISCLOSURES~~

2024.


ITEM 4
MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 of this report.

~~ITEM 6~~

~~exhibits~~


ITEM 5
OTHER INFORMATION

SECURITIES TRADING PLANS OF SECTION 16 OFFICERS AND DIRECTORS

During the three months ended March 31, 2024, none of our Section 16 officers and directors adopted or terminated trading arrangements for the sale of shares of our common stock, except that Mr. Hill adopted a trading arrangement as follows:

Trading Arrangement

Name and Title

Rule 10b5-1 1

Non-Rule 10b5-1 2

Date

Expiration of Plan

Number of Shares to be Sold 3

Tom Hill, Chairman and Chief Executive Officer

March 14, 2024

Earlier of when all shares under plan are sold and February 11, 2025

62,900

1Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

2Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3The actual number of shares of our common stock to be sold may vary as a result of shares withheld for payment of taxes.


ITEM 6
EXHIBITS


Exhibit 31(a)		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(b)		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32(a)		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32(b)		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 95		MSHA Citations and Litigation

Exhibit ~~101.INS~~ 101		~~XBRL Instance Document~~ The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
~~Exhibit 101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~
Exhibit ~~101.CAL~~ 104		~~XBRL Taxonomy Extension Calculation Linkbase Document~~
Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 is formatted in iXBRL (contained in Exhibit ~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~
~~Exhibit 101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~Exhibit 101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase~~ ~~Document~~ 101).

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.

~~SIGNATURES~~



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		VULCAN MATERIALS COMPANY

Date ~~November 3, 2017~~	May 2, 2024	/s/ ~~Ejaz A. Khan~~ ~~Ejaz A. Khan~~ Randy L. Pigg Randy L. Pigg Vice President, Controller (Principal Accounting Officer)

Date ~~November 3, 2017~~	May 2, 2024	/s/ ~~John R. McPherson~~ ~~John R. McPherson~~ ~~Executive~~Mary Andrews Carlisle Mary Andrews Carlisle Senior Vice President and Chief Financial ~~and Strategy~~ Officer (Principal Financial Officer)



	Period ended September 30, 2017		Period ended September 30, 2016
		Impairment		Impairment
in thousands	Level 2	Charges	Level 2	Charges
Fair Value Nonrecurring
Property, plant & equipment, net	$ 0	$ 0	$ 0	$ 1,359
Other intangible assets, net	0	0	0	8,180
Other assets	0	0	0	967
Total	$ 0	$ 0	$ 0	$ 10,506



	Effective	September 30	December 31	September 30
in thousands	Interest Rates	2017	2016	2016
Short-term Debt
Bank line of credit expires 2021 1, 2, 3	n/a	$ 0	$ 0	$ 0
Total short-term debt		$ 0	$ 0	$ 0
Long-term Debt
Bank line of credit expires 2021 1, 2, 3	n/a	$ 0	$ 235,000	$ 235,000
7.00% notes due 2018	n/a	0	272,512	272,512
10.375% notes due 2018	n/a	0	250,000	250,000
Floating-rate notes due 2020	2.13%	250,000	0	0
7.50% notes due 2021	7.75%	600,000	600,000	600,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
Term loan due 2021 2, 3	2.49%	250,000	0	0
4.50% notes due 2025	4.65%	400,000	400,000	400,000
3.90% notes due 2027	4.00%	400,000	0	0
7.15% notes due 2037	8.05%	240,188	240,188	240,188
4.50% notes due 2047	4.59%	700,000	0	0
Other notes 3	6.31%	353	365	484
Total long-term debt - face value		$ 2,846,541	$ 2,004,065	$ 2,004,184
Unamortized discounts and debt issuance costs		(31,748)	(21,176)	(20,414)
Total long-term debt - book value		$ 2,814,793	$ 1,982,889	$ 1,983,770
Less current maturities		4,827	138	131
Total long-term debt - reported value		$ 2,809,966	$ 1,982,751	$ 1,983,639
Estimated fair value of long-term debt		$ 3,068,236	$ 2,243,213	$ 2,305,065



PENSION BENEFITS	Three Months Ended			Nine Months Ended
	September 30			September 30
in thousands	2017	2016		2017	2016
Components of Net Periodic Benefit Cost
Service cost	$ 1,653	$ 1,335		$ 4,961	$ 4,007
Interest cost	9,057	9,127		27,172	27,379
Expected return on plan assets	(12,097)	(12,891)		(36,289)	(38,672)
Amortization of prior service cost (credit)	335	(11)		1,005	(32)
Amortization of actuarial loss	1,824	1,540		5,471	4,622
Net periodic pension benefit cost (credit)	$ 772	$ (900)		$ 2,320	$ (2,696)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$ 2,159	$ 1,529	��	$ 6,476	$ 4,590



OTHER POSTRETIREMENT BENEFITS	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2017	2016	2017	2016
Components of Net Periodic Benefit Cost
Service cost	$ 292	$ 281	$ 875	$ 842
Interest cost	315	302	945	907
Amortization of prior service credit	(1,059)	(1,059)	(3,177)	(3,177)
Amortization of actuarial gain	(397)	(438)	(1,190)	(1,313)
Net periodic postretirement benefit credit	$ (849)	$ (914)	$ (2,547)	$ (2,741)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$ (1,456)	$ (1,497)	$ (4,367)	$ (4,490)



		Pension and
	Cash Flow	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balance as of December 31, 2016	$ (13,300)	$ (126,076)	$ (139,376)
Amounts reclassified from AOCI	1,836	1,281	3,117
Balance as of September 30, 2017	$ (11,464)	$ (124,795)	$ (136,259)



			Total Number	Maximum
			of Shares	Number of
			Purchased as	Shares that
	Total		Part of Publicly	May Yet Be
	Number of	Average	Announced	Purchased
	Shares	Price Paid	Plans or	Under the Plans
Period	Purchased	Per Share	Programs	or Programs 1
2017
July 1 - July 31	0	$ 0.00	0	9,489,717
Aug 1 - Aug 31	0	$ 0.00	0	9,489,717
Sept 1 - Sept 30	0	$ 0.00	0	9,489,717
Total	0	$ 0.00	0