Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 25, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2019 | |
Entity File Number | 001-33841 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VULCAN MATERIALS COMPANY | |
Entity Central Index Key | 0001396009 | |
Current Fiscal Year End Date | --12-31 | |
Entity Tax Identification Number | 20-8579133 | |
Entity Address, Address Line One | 1200 Urban Center Drive | |
Entity Address, City or Town | Birmingham | |
Entity Address, Postal Zip Code | 35242 | |
Entity Address, State or Province | AL | |
Entity Incorporation, State or Country Code | NJ | |
City Area Code | 205 | |
Local Phone Number | 298-3000 | |
Title of 12(b) Security | Common Stock, $1 par value | |
Trading Symbol | VMC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 132,286,856 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Assets | |||
Cash and cash equivalents | $ 26,031 | $ 40,037 | $ 55,059 |
Restricted cash | 491 | 4,367 | 6,056 |
Accounts and notes receivable | |||
Accounts and notes receivable, gross | 700,175 | 542,868 | 640,742 |
Allowance for doubtful accounts | (2,844) | (2,090) | (2,628) |
Accounts and notes receivable, net | 697,331 | 540,778 | 638,114 |
Inventories | |||
Finished products | 377,578 | 372,604 | 343,948 |
Raw materials | 31,137 | 27,942 | 29,684 |
Products in process | 6,332 | 3,064 | 1,882 |
Operating supplies and other | 26,376 | 25,720 | 28,250 |
Inventories | 441,423 | 429,330 | 403,764 |
Other current assets | 89,739 | 64,633 | 80,209 |
Total current assets | 1,255,015 | 1,079,145 | 1,183,202 |
Investments and long-term receivables | 51,667 | 44,615 | 41,989 |
Property, plant & equipment | |||
Property, plant & equipment, cost | 8,613,500 | 8,457,619 | 8,241,164 |
Allowances for depreciation, depletion & amortization | (4,322,818) | (4,220,312) | (4,134,750) |
Property, plant & equipment, net | 4,290,682 | 4,237,307 | 4,106,414 |
Operating lease right-of-use assets, net | 418,896 | 0 | 0 |
Goodwill | 3,167,061 | 3,165,396 | 3,163,954 |
Other intangible assets, net | 1,076,986 | 1,095,378 | 1,156,898 |
Other noncurrent assets | 220,457 | 210,289 | 192,327 |
Total assets | 10,480,764 | 9,832,130 | 9,844,784 |
Liabilities | |||
Current maturities of long-term debt | 24 | 23 | 23 |
Short-term debt | 137,000 | 133,000 | 360,000 |
Trade payables and accruals | 284,875 | 216,473 | 231,913 |
Other current liabilities | 241,689 | 253,054 | 219,860 |
Total current liabilities | 663,588 | 602,550 | 811,796 |
Long-term debt | 2,781,826 | 2,779,357 | 2,776,906 |
Deferred income taxes, net | 601,189 | 567,283 | 545,756 |
Deferred revenue | 182,666 | 186,397 | 188,826 |
Operating lease liabilities | 396,952 | 0 | 0 |
Other noncurrent liabilities | 483,096 | 493,640 | 500,870 |
Total liabilities | 5,109,317 | 4,629,227 | 4,824,154 |
Other commitments and contingencies (Note 8) | |||
Equity | |||
Common stock, $1 par value, Authorized 480,000 shares, Outstanding 132,231, 131,762, and 132,268 shares, respectively | 132,231 | 131,762 | 132,268 |
Capital in excess of par value | 2,787,002 | 2,798,486 | 2,788,486 |
Retained earnings | 2,623,747 | 2,444,870 | 2,244,545 |
Accumulated other comprehensive loss | (171,533) | (172,215) | (144,669) |
Total equity | 5,371,447 | 5,202,903 | 5,020,630 |
Total liabilities and equity | $ 10,480,764 | $ 9,832,130 | $ 9,844,784 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | |||
Common stock, par value | $ 1 | $ 1 | $ 1 |
Common stock, shares authorized | 480,000,000 | 480,000,000 | 480,000,000 |
Common stock, shares outstanding | 132,231,000 | 131,762,000 | 132,268,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | |||||
Total revenues | [1] | $ 1,327,682 | $ 1,200,151 | $ 2,324,193 | $ 2,054,625 |
Cost of revenues | 957,180 | 876,967 | 1,762,016 | 1,572,106 | |
Gross profit | 370,502 | 323,184 | 562,177 | 482,519 | |
Selling, administrative and general expenses | 95,689 | 89,043 | 185,957 | 167,383 | |
Gain on sale of property, plant & equipment and businesses | 3,451 | 2,106 | 10,748 | 6,270 | |
Other operating expense, net | (2,190) | (5,994) | (6,461) | (9,969) | |
Operating earnings | 276,074 | 230,253 | 380,507 | 311,437 | |
Other nonoperating income, net | 2,466 | 3,339 | 5,595 | 8,421 | |
Interest expense, net | 33,035 | 33,244 | 65,969 | 71,018 | |
Earnings from continuing operations before income taxes | 245,505 | 200,348 | 320,133 | 248,840 | |
Income tax expense (benefit) | 47,598 | 40,046 | 58,291 | 35,143 | |
Earnings from continuing operations | 197,907 | 160,302 | 261,842 | 213,697 | |
Loss on discontinued operations, net of tax | (349) | (650) | (985) | (1,066) | |
Net earnings | 197,558 | 159,652 | 260,857 | 212,631 | |
Other comprehensive income, net of tax | |||||
Deferred gain on interest rate derivative | 0 | 0 | 0 | 2,496 | |
Amortization of prior interest rate derivative loss | 56 | 52 | 111 | 118 | |
Amortization of actuarial loss and prior service cost for benefit plans | 336 | 1,092 | 571 | 2,183 | |
Other comprehensive income | 392 | 1,144 | 682 | 4,797 | |
Comprehensive income | $ 197,950 | $ 160,796 | $ 261,539 | $ 217,428 | |
Basic earnings (loss) per share | |||||
Continuing operations | $ 1.50 | $ 1.21 | $ 1.98 | $ 1.61 | |
Discontinued operations | (0.01) | 0 | (0.01) | (0.01) | |
Net earnings | 1.49 | 1.21 | 1.97 | 1.60 | |
Diluted earnings (loss) per share | |||||
Continuing operations | 1.48 | 1.20 | 1.97 | 1.59 | |
Discontinued operations | 0 | (0.01) | (0.01) | (0.01) | |
Net earnings | $ 1.48 | $ 1.19 | $ 1.96 | $ 1.58 | |
Weighted-average common shares outstanding | |||||
Basic | 132,269 | 132,437 | 132,157 | 132,563 | |
Assuming dilution | 133,354 | 134,051 | 133,199 | 134,280 | |
Depreciation, depletion, accretion and amortization | $ 93,497 | $ 85,633 | $ 182,677 | $ 167,072 | |
Effective tax rate from continuing operations | 19.40% | 20.00% | 18.20% | 14.10% | |
[1] | 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net earnings | $ 260,857 | $ 212,631 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation, depletion, accretion and amortization | 182,677 | 167,072 |
Net gain on sale of property, plant & equipment and businesses | (10,748) | (6,270) |
Contributions to pension plans | (4,638) | (104,794) |
Share-based compensation expense | 14,370 | 14,763 |
Deferred tax expense (benefit) | 34,816 | 40,549 |
Cost of debt purchase | 0 | 6,922 |
Changes in assets and liabilities before initial effects of business acquisitions and dispositions | (201,256) | (55,415) |
Other, net | 25,838 | 302 |
Net cash provided by operating activities | 301,916 | 275,760 |
Investing Activities | ||
Purchases of property, plant & equipment | (225,837) | (247,166) |
Proceeds from sale of property, plant & equipment | 11,200 | 8,523 |
Proceeds from sale of businesses | 1,744 | 11,256 |
Payment for businesses acquired, net of acquired cash | 1,122 | (218,996) |
Other, net | (4,577) | (10,226) |
Net cash used for investing activities | (216,348) | (456,609) |
Financing Activities | ||
Proceeds from short-term debt | 360,100 | 506,200 |
Payment of short-term debt | (356,100) | (146,200) |
Payment of current maturities and long-term debt | (11) | (892,044) |
Proceeds from issuance of long-term debt | 0 | 850,000 |
Debt issuance and exchange costs | 0 | (45,513) |
Settlements of interest rate derivatives | 0 | 3,378 |
Purchases of common stock | 0 | (74,921) |
Dividends paid | (81,927) | (74,196) |
Share-based compensation, shares withheld for taxes | (25,512) | (31,386) |
Net cash (used for) provided by financing activities | (103,450) | 95,318 |
Net decrease in cash and cash equivalents and restricted cash | (17,882) | (85,531) |
Cash and cash equivalents and restricted cash at beginning of year | 44,404 | 146,646 |
Cash and cash equivalents and restricted cash at end of period | $ 26,522 | $ 61,115 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 1: summary of significant accounting policies NATURE OF OPERATIONS Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete. We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. 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 asphalt mix and/or ready-mixed concrete in our Alabama, mid-Atlantic, Southwestern, Tennessee and Western 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 as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from the audited financial statement, but it does not include all disclosures required by 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 six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K. Due to the 2005 sale of our Chemicals business as described within this Note under the caption Discontinued Operations, the results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income. RESTRICTED CASH Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and 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. 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 is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows. LEASES Beginning in 2019 (see ASU 2016-02, “Leases,” as presented in Note 17), our nonmineral leases are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases continue to be exempt from balance sheet recognition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets are adjusted for any prepaid lease payments and lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We elected the following practical expedients: (1) the practical expedient package which permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs; (2) to not separate the lease components from the non-lease components for all leases; (3) to apply a portfolio approach to our railcar and barge leases; (4) to not recognize ROU assets and lease liabilities for all pre-existing land easements not previously accounted for as leases; and (5) to not recognize ROU assets or lease liabilities for our short-term leases, including existing short-term leases of those assets in transition. For additional information about leases see Note 2. DISCONTINUED OPERATIONS In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. Results from discontinued operations are as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Discontinued Operations Pretax loss $ ( 701 ) $ ( 883 ) $ ( 1,339 ) $ ( 1,449 ) Income tax benefit 352 233 354 383 Loss on discontinued operations, net of tax $ ( 349 ) $ ( 650 ) $ ( 985 ) $ ( 1,066 ) 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 busines s (including certain matters as discussed in Note 8). There were no revenues from discontinued operations for the periods presented. 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Weighted-average common shares outstanding 132,269 132,437 132,157 132,563 Dilutive effect of Stock-Only Stock Appreciation Rights 723 583 723 636 Other stock compensation plans 362 1,031 319 1,081 Weighted-average common shares outstanding, assuming dilution 133,354 134,051 133,199 134,280 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Antidilutive common stock equivalents 192 157 220 155 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
LEASES [Abstract] | |
LEASES | Note 2: Leases Operating l ease-related assets and liabilities (we do not have any material finance leases) reflected on our June 30, 2019 balance sheet and the w eighted-average lease term and discount rate are as follows: June 30 in thousands Classification on the Balance Sheet 2019 Assets Operating lease right-of-use assets $ 435,672 Accumulated amortization ( 16,776 ) Total lease assets Operating lease right-of-use assets, net $ 418,896 Liabilities Current Operating Other current liabilities $ 31,357 Noncurrent Operating Operating lease liabilities 396,952 Total lease liabilities $ 428,309 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 10.0 Weighted-average discount rate Operating leases 4.4 % Our portfolio of nonmineral leases is composed almost entirely of operating leases for real estat e (i ncluding office buildings, aggregates sales yards, and concrete and asphalt sites) and equipmen t ( including railcars and rail track, barges, office equipment and plant equipment). Our building leases have remaining noncance l able periods of 1 - 30 years, and lease terms (including options to extend) of 1 - 30 years. Key factors in determining the certainty of lease renewals include the location of the building, the value of leasehold improvements and the cost to relocate. Rental payments for certain of our building leases are periodically adjusted for inflation and this variable component is recognized as expense when incurred. Many of our building leases contain common area maintenance charges which we include in the calculation of our lease liability (the lease consideration is not allocated between the lease and non-lease components). Our aggregates sales yard leases have remaining noncance l able periods of 0 - 13 years, and lease term s o f 2 - 80 years. The key factor in determining the certainty of lease renewals is the financial impact of extending the lease, including the reserve life of the sourcing aggregates quarry. Certain aggregates sales yard lease agreements include rental payments based on a percentage of sales over contractual levels or the number of shipments received into the sales yard. Variable payments for these sales yards comprise a majority of the overall variable lease cost presented in the table below. Our concrete and asphalt site leases have remaining noncance l able periods of 0 - 97 years, and lease term s o f 1 - 97 years. The key factor in determining the certainty of lease renewals is the financial impact of extending the lease, including the reserve life of the sourcing aggregates quarry. Rental payments are generally fixed for our concrete and asphalt sites. Our rail ( car and track) leases have remaining noncance l able periods of 0 - 7 years, and lease term s o f 2 - 76 years. Key factors in determining the certainty of lease renewals include the market rental rate for comparable assets and, in some cases, the cost incurred to restore the asset. Rental payments are fixed for our rail leases. The majority of our rail leases contain substitution rights that allow the supplier to replace damaged equipment. Because these rights are generally limited to either replacing railcars or moving our placement on rail track for purposes of repair or maintenance, we do not consider these substitution rights to be substantive and have recorded a lease liability and ROU asset for all leased rail. Our barge leases have remaining noncance l able periods of 2 - 3 years, and lease term s o f 10 - 16 years. Key factors in determining the certainty of lease renewals include the market rental rate for comparable assets and, in some cases, the cost incurred to restore the asset. Rental payments are fixed. Like our rail leases, our barge leases contain non-substantive substitution rights that are limited to replacing barges in need of repair or maintenance. Office and plant equipment leases have remaining noncance l able periods of 0 - 4 years, and lease term s o f 0 - 4 years. The key factor in determining the certainty of lease renewals is the market rental rate for comparable assets. Rental payments are generally fixed for our equipment leases with terms greater than 1 year. The significant majority of our short-term lease cost presented in the table below is derived from office and plant equipment leases with terms of 1 year or less. Our lease agreements do not contain material residual value guarantees or material termination options. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The components of nonmineral operating lease expense are as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2019 Lease cost Operating lease cost $ 14,167 $ 28,294 Short-term lease cost 1 7,922 16,623 Variable lease cost 3,489 6,557 Sublease income ( 807 ) ( 1,418 ) Total lease cost $ 24,771 $ 50,056 1 We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost. Total nonmineral operating lease expense for the prior year’s three and six months ended June 30, 2018 was $ 21,968,000 and $ 46,320,000 , respectively. Cash paid for operating leases was $ 25,513,000 for the six months ended June 30, 2019 and was reflected as a reduction to operating cash flows. Maturity analysis on an undiscounted basis of our nonmineral lease liabilities as of June 30, 2019 is as follows: Operating in thousands Leases Maturity of Lease Liabilities 2019 (remainder) $ 26,537 2020 49,740 2021 45,807 2022 40,760 2023 36,203 Thereafter 606,079 Total minimum lease payments $ 805,126 Less: Lease payments representing interest 376,817 Present value of future minimum lease payments $ 428,309 Less: Current obligations under leases 31,357 Long-term lease obligations $ 396,952 Future minimum operating lease payments under leases with initial or remaining noncancelable lease terms in excess of one year, exclusive of mineral leases, as of December 31, 2018 were payable as follows: in thousands Future Minimum Operating Lease Payments 2019 $ 47,979 2020 43,540 2021 35,732 2022 27,463 2023 19,707 Thereafter 195,104 Total $ 369,525 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | Note 3: Income Taxes Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates, permanent differences between book and tax accounting such as percentage depletion, and tax planning alternatives available in the various jurisdictions in which we operate. 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 second quarter of 2019, we recorded income tax expense from continuing operations of $ 47,598,000 compared to income tax expense from continuing operations of $ 40,046,000 in the second quarter of 2018. The increase in tax expense was related to an increase in earnings, partially offset by an increase in share-based compensation excess tax benefits quarter-over-quarter. For the first six months of 2019, we recorded income tax expense from continuing operations of $ 58,291,000 compared to income tax expense from continuing operations of $ 35,143,000 for the first six months of 2018. The increase in tax expense was related to an increase in earnings along with a decrease in share-based compensation excess tax benefits as compared to the same period in 2018. We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes 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 a tax deduction or credit 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 valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized. At December 31, 2019, we project state net operating loss carryforward deferred tax assets of $ 67,598,000 ($ 64,718,000 relates to Alabama), against which we project to have a valuation allowance of $ 29,678,000 ($ 29,183,000 relates to Alabama). The Alabama net operating loss carryforward, if not utilized, would expire in years 2023 – 2032 . 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. A summary of our deferred tax assets is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2018. |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2019 | |
REVENUES [Abstract] | |
REVENUES | Note 4: revenueS Revenues are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes we collect 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. 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 $ 65,257,000 and $ 56,103,000 for the three months ended June 30, 2019 and 2018, respectively, and $ 99,772,000 and $ 74,742,000 for the six months ended June 30, 2019 and 2018, respectively. Our products typically are sold to private industry and not directly to governmental entities. Although approximately 45 % to 55 % of our aggregates shipments have historically been used in publicly funded construction, such as highways, airports and government buildings, relatively insignificant 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, our aggregates business is not directly subject to renegotiation of profits or termination of contracts with state or federal governments. Our segment total revenues by geographic market for the three and six month periods ended June 30, 2019 and 2018 are disaggregated as follows: Three Months Ended June 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 339,351 $ 46,392 $ 70,871 $ 0 $ 456,614 Gulf Coast 553,746 56,727 14,865 2,003 627,341 West 168,964 144,044 18,032 0 331,040 Segment sales $ 1,062,061 $ 247,163 $ 103,768 $ 2,003 $ 1,414,995 Intersegment sales ( 87,313 ) 0 0 0 ( 87,313 ) Total revenues $ 974,748 $ 247,163 $ 103,768 $ 2,003 $ 1,327,682 Three Months Ended June 30, 2018 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 313,245 $ 49,339 $ 69,605 $ 0 $ 432,189 Gulf Coast 493,696 38,845 18,354 2,282 553,177 West 149,324 123,644 18,764 0 291,732 Segment sales $ 956,265 $ 211,828 $ 106,723 $ 2,282 $ 1,277,098 Intersegment sales ( 76,947 ) 0 0 0 ( 76,947 ) Total revenues $ 879,318 $ 211,828 $ 106,723 $ 2,282 $ 1,200,151 Six Months Ended June 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 564,253 $ 64,608 $ 125,587 $ 0 $ 754,448 Gulf Coast 1,050,381 93,779 31,370 3,954 1,179,484 West 282,392 220,866 30,448 0 533,706 Segment sales $ 1,897,026 $ 379,253 $ 187,405 $ 3,954 $ 2,467,638 Intersegment sales ( 143,445 ) 0 0 0 ( 143,445 ) Total revenues $ 1,753,581 $ 379,253 $ 187,405 $ 3,954 $ 2,324,193 Six Months Ended June 30, 2018 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 496,459 $ 61,068 $ 131,175 $ 0 $ 688,702 Gulf Coast 888,271 53,488 43,554 4,224 989,537 West 271,192 201,107 32,956 0 505,255 Segment sales $ 1,655,922 $ 315,663 $ 207,685 $ 4,224 $ 2,183,494 Intersegment sales ( 128,869 ) 0 0 0 ( 128,869 ) Total revenues $ 1,527,053 $ 315,663 $ 207,685 $ 4,224 $ 2,054,625 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico 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 is due by the 15 th day of the following month — we do not offer discounts for early payment. Freight & delivery generally represents pass-through transportation 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Freight & Delivery Revenues Total revenues $ 1,327,682 $ 1,200,151 $ 2,324,193 $ 2,054,625 Freight & delivery revenues 1 ( 196,796 ) ( 171,607 ) ( 359,401 ) ( 301,297 ) Total revenues excluding freight & delivery $ 1,130,886 $ 1,028,544 $ 1,964,792 $ 1,753,328 1 Includes 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. 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 month s 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 $ 226,926,000 . These transactions, structured as volumetric production payments (VPPs): relate to eight quarries in Georgia and South Carolina provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ aggregates production 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 25 year s, 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 revenue from the sale of the purchaser’s share of aggregates. The proceeds we received from the sale of the percentage interest were recorded as deferred revenue on the balance sheet. We recognize revenue on a unit-of-sales basis (as we sell the purchaser’s share of production) relative to the volume limitations of the transactions. Given the nature of the risks and potential rewards assumed by the buyer, the transactions do not reflect financing activities. Reconciliation of the VPP deferred revenue balances (current and noncurrent) is as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Deferred Revenue Balance at beginning of period $ 191,131 $ 198,201 $ 192,783 $ 199,556 Revenue recognized from deferred revenue ( 2,079 ) ( 1,905 ) ( 3,731 ) ( 3,260 ) Balance at end of period $ 189,052 $ 196,296 $ 189,052 $ 196,296 Based on expected sales from the specified quarries, we expect to recognize $ 7,500,000 of VPP deferred revenue as income during the 12-month period ending June 30, 2020 (reflected in other current liabilities in our June 30, 2019 Condensed Consolidated Balance Sheet). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 5: 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 June 30 December 31 June 30 in thousands 2019 2018 2018 Fair Value Recurring Rabbi Trust Mutual funds $ 23,382 $ 19,164 $ 20,698 Total $ 23,382 $ 19,164 $ 20,698 Level 2 Fair Value June 30 December 31 June 30 in thousands 2019 2018 2018 Fair Value Recurring Rabbi Trust Money market mutual fund $ 398 $ 1,015 $ 1,754 Total $ 398 $ 1,015 $ 1,754 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, short-term bonds and certificates of deposit). Net gains (losses) of the Rabbi Trust investments were $ 2,844,000 and $( 428,000 ) for the six months ended June 30, 2019 and 2018, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at June 30, 2019 and 2018 were $ 2,885,000 and $( 430,000 ), respectively. 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. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2019 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
DERIVATIVE INSTRUMENTS | Note 6: 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. We do not use derivative instruments for trading or other speculative purposes. In 2007 and 2018, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates. These interest rate locks were designated as cash flow hedges. The gain/loss upon settlement of these interest rate hedges is deferred (recorded in AOCI) and 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 Six Months Ended Location on June 30 June 30 in thousands Statement 2019 2018 2019 2018 Interest Rate Hedges Loss reclassified from AOCI Interest (effective portion) expense $ ( 76 ) $ ( 71 ) $ ( 151 ) $ ( 160 ) For the 12-month period ending June 30, 2020, we estimate that $ 319,000 of the $ 11,069,000 net of tax loss in AOCI will be reclassified to interest expense. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2019 | |
DEBT [Abstract] | |
DEBT | Note 7: Debt Debt is detailed as follows: Effective June 30 December 31 June 30 in thousands Interest Rates 2019 2018 2018 Short-term Debt Bank line of credit expires 2021 1, 2 1.25 % $ 137,000 $ 133,000 $ 360,000 Total short-term debt $ 137,000 $ 133,000 $ 360,000 Long-term Debt Bank line of credit expires 2021 1 $ 0 $ 0 $ 0 Floating-rate notes due 2020 3 3.31 % 250,000 250,000 250,000 Floating-rate notes due 2021 3.38 % 500,000 500,000 500,000 8.85 % notes due 2021 8.88 % 6,000 6,000 6,000 4.50 % notes due 2025 4.65 % 400,000 400,000 400,000 3.90 % notes due 2027 4.00 % 400,000 400,000 400,000 7.15 % notes due 2037 8.05 % 129,239 129,239 129,239 4.50 % notes due 2047 4.59 % 700,000 700,000 700,000 4.70 % notes due 2048 5.42 % 460,949 460,949 460,949 Other notes 6.46 % 197 208 219 Total long-term debt - face value $ 2,846,385 $ 2,846,396 $ 2,846,407 Unamortized discounts and debt issuance costs ( 64,535 ) ( 67,016 ) ( 69,478 ) Total long-term debt - book value $ 2,781,850 $ 2,779,380 $ 2,776,929 Less current maturities 24 23 23 Total long-term debt - reported value $ 2,781,826 $ 2,779,357 $ 2,776,906 Estimated fair value of long-term debt $ 2,898,283 $ 2,695,802 $ 2,782,543 1 Borrowings on the bank 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 payment beyond twelve months. 2 The effective interest rate 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. 3 This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit. Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 2,482,000 and $ 2,698,000 of net interest expense for these items for the six months ended June 30, 2019 and 2018, respectively. LINE OF CREDIT Our unsecured $750,000,000 line of credit matures December 2021 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 June 30, 2019, we were in compliance with 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 plus a credit margin ranging from 1.00 % to 1.75 %, or SunTrust Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.00 % to 0.75 %. The credit margin for both LIBOR and base rate borrowings is 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 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 % to 0.25 % determined by our credit ratings. As of June 30, 2019, the credit margin for LIBOR borrowings was 1.25 %, the credit margin for base rate borrowings was 0.25 %, and the commitment fee for the unused amount was 0.15 %. As of June 30, 2019, our available borrowing capacity was $ 558,470,000 . Utilization of the borrowing capacity was as follows: $ 137,000,000 was borrowed $ 54,530,000 was used to provide support for outstanding standby letters of credit TERM DEBT All of our $ 2,846,385,000 (face value) of term debt is unsecured. $ 2,846,188,000 of such debt is governed by three essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in all three indentures limits the amount of secured debt we may incur without ratably securing such debt. As of June 30, 2019, we were in compliance with all term debt covenants. In December 2018, we completed an exchange offer in which all of the $ 460,949,000 of 4.70 % senior unregistered notes due 2048 (issued in February 2018 and March 2018 as described below) were exchanged for new registered notes of like principal amount and like denomination as the unregistered notes, with substantially identical terms. We did not receive any proceeds from the issuance of the new notes. In March 2018, we early retired via exchange offer $ 110,949,000 of the $ 240,188,000 7.15 % senior notes due 2037 for: (1) a like amount of notes due 2048 (these notes are a further issuance of, and form a single series with, the $ 350,000,000 of 4.70 % senior notes due 2048 issued in February 2018 as described below) and (2) $ 38,164,000 of cash. The cash payment primarily reflects the trading price of the retired notes relative to par and will be amortized to interest expense over the term of the notes due 2048. We recognized transaction costs of $ 1,314,000 with this early retirement. In February 2018, we issued $ 350,000,000 of 4.70 % senior notes due 2048 (these notes now total $ 460,949,000 including the notes issued in March as described above) and $ 500,000,000 of floating-rate senior notes due 2021. Total proceeds of $ 846,029,000 (net of discounts, transaction costs and an interest rate derivative settlement gain), together with cash on hand, were used to retire/repay without penalty or premium: (1) the $ 350,000,000 term loan due 2018 , (2) the $ 250,000,000 term loan due 2021 , and (3) the $ 250,000,000 bank line of credit borrowings. We recognized noncash expense of $ 203,000 with the acceleration of unamortized deferred transaction costs. In January 2018 , we early retired via redemption the remaining $ 35,111,000 of the 7.50 % senior notes due 2021 at a cost of $ 40,719,000 including a premium of $ 5,608,000 . Additionally, we recognized noncash expense of $ 263,000 with the acceleration of unamortized deferred transaction costs. As a result of the first quarter 2018 early debt retirements described above, we recognized premiums of $ 5,608,000 , transaction costs of $ 1,314,000 and noncash expense (acceleration of unamortized deferred transaction costs) of $ 466,000 . The combined charge of $ 7,388,000 was a component of interest expense for the three and six months ended June 30, 2018. 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 canceled with the approval of the beneficiary. All of our standby letters of credit are issued by banks that participate in our $ 750,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of June 30, 2019 are summarized by purpose in the table below: in thousands Standby Letters of Credit Risk management insurance $ 46,611 Reclamation/restoration requirements 7,919 Total $ 54,530 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8: Commitments and Contingencies As summarized by purpose directly above in Note 7, our standby letters of credit totaled $ 54,530,000 as of June 30, 2019. As described in Note 2, our nonmineral operating lease liabilities totaled $ 428,309,000 as of June 30, 2019. As described in Note 9, our asset retirement obligations totaled $ 223,497,000 as of June 30, 2019. 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. 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 (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. In August 2017, the EPA informed certain members of the CPG, including Vulcan, that it planned to use the services of a third-party allocator with the expectation of offering cash-out settlements to some parties in connection with the bank-to-bank remedy. This voluntary allocation process is intended to establish an impartial third-party expert recommendation that may be considered by the government and the participants as the basis of possible settlements. We have begun participating in this voluntary allocation process, which is likely to take several years. In July 2018, Vulcan, along with more than one hundred 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. It is unknown at this time whether the filing of the Occidental lawsuit will impact the EPA allocation process. In October 2018, the EPA ordered the CPG to prepare a streamlined feasibility study specifically for the upper 9 miles of the River. This directive is focused on dioxin and covers the remaining portion of the River not included in the EPA’s March 2016 ROD. Efforts to 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 as 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 to fund or perform the remedial action contemplated by either the draft RI/FS or the ROD. Furthermore, the parties who will participate in funding the remediation 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 of the remedial action at this time; nevertheless, we previously estimated the cost to be incurred by us as a potential participant in a bank-to-bank dredging remedy and recorded an immaterial loss for this matter in 2015. ■ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During the operation of its former Chemicals Division, Vulcan secured 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 (and later Occidental) 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. There are numerous defendants , including Texas Brine and Occidental, to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 b y T exas Bri ne . We have since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisian a. Damage categories encompassed within the litigation include individual plaintiffs’ claims for property damage, a claim by the s tate of Louisia na for response costs and civil penalties, claims by Texas Brine for response costs and lost profits, c laims for physical damages to nearby oil and gas pipeline s 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. I t is alleged that the sinkhole was caused, in whole or in part, by our negligent actions or failure to act. It is also alleged that we breached the salt lease with Occidental , as well as an operating agreement and related contracts with Texas Brin e; that we are 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 likewise made claims for contractual indemnity and on a basis of comparative fault against Texas Brine and Occidental. Vulcan and Occidental have since dismissed all of their claims against one another. Texas Brine has claims that remain pending against Vulcan and against Occidental. A bench trial (judge only) began in September 2017 and ended in October 2017 in the pipeline cases. The trial was limited in scope to the allocation of comparative fault or liability for causing the sinkhole, with a damages phase of the trial to be held at a later date. In December 2017, the judge issued a ruling on the allocation of fault among the three defendants as follows: Occidental 50 %, Texas Brine 35 % and Vulcan 15 %. This ruling has been appealed by the parties. We have settled all but two outstanding cases and our insurers have funded these settlements in excess of our self-insured retention amount. The remaining cases involve Texas Brine and the state of Louisiana. Discovery remains ongoing and w e cannot reasonably estimate a range of liability pertaining to these open cases at this time. ■ NEW YORK WATER DISTRICT CASES (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. We are a defendant in 25 cases allegedly involving 1,1,1-trichloroethane. All of the cases are filed in the United States District Court for the Eastern District of New York. According to the various complaints, the plaintiffs are public drinking water providers who serve customers in Nassau , Orange, Putnam, Suffolk , Sullivan, Ulster, Washington and Westchester Count ies , New York. It is alleged that our 1,1,1-trichloroethane was stabilized with 1,4-dioxane and that various water wells of the plaintiffs are contaminated with 1,4-dioxane. At this time we cannot determine the likelihood or reasonably estimate a range of loss, if any, pertaining to the c ases. ■ 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 follows 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. Operation of the on-site pilot-scale treatment system began in January 2017, and was completed in April 2017. W ith completion of the pilot testing and other investigative wor k, we submitted an amendment to the IRAP (AIRAP) to RWQCB in August 2017 proposing the use of a pump, treat and reinjection system. In February 2018, the AIRAP was approved by RWQCB. As a result of this approval, we have begun to implement the on-site source control activities described in the AIRAP. During 2018, we accrued a total of $ 19,032,000 (Q3 - $ 8,640,000 and Q4 - $ 10,392,000 ) for the on-site remedy, bringing the life-to-date total to $ 34,271,000 . We are also engaged in an ongoing dialogue with the EPA , the Los Angeles Department of Water and Power, and other stakeholders regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valle y Superfund Site. W e are gathering and analyzing data and deve loping techni cal information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area . 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 Site to protect the North Hollywood West (NHW) well field. In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for our evaluation of the need for a two-well remedy. These activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a PDI Evaluation Report to the EPA. The PDI Evaluation Report summarizes data collection activities conducted pursuant to the PDI Work Plan, and provides model updates and evaluation of remediation alternatives to protect the NHW and Rinaldi-Toluca well fields from 1,4-dioxane from the Hewitt Site. In May 2019, the EPA provided an initial set of comments on the PDI Evaluation Report, but has not yet provided additional, final comments. Vulcan has not yet received comments or feedback fro m t he RWQCB on the report. Until the EPA’s review of the PDI Evaluation Report is complete and an effective remedy can be agreed upon, we cannot identify an appropriate remedial action. Given the various stakeholders involved and the uncertainties relating to issues such as testing, monitoring, and remediation alternatives, we cannot reasonably estimate a loss pertaining to this matter. ■ 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 American Free Trade Agreement (NAFTA). Our NAFTA claim relates to the treatment of a portion of our quarrying operations in the State of Quintana Roo, in Mexico’s Yucatan Peninsula, 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 dispute with Mexico through consultations. Notwithstanding our good faith efforts to resolve the dispute amicably, we were unable to do so and filed a Request for Arbitration, which we filed with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration. We expect that the NAFTA arbitration will take at least two year s to be concluded. At this time, there can be no assurance whether we will be successful in our NAFTA claim, and we cannot quantify the amount we may recover, if any, under this arbitration proceeding if we were 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. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | Note 9: 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. 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 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. These AROs relate to our underlying land parcels, including both owned properties and mineral leases. For the three and six month periods ended June 30, we recognized ARO operating costs related to accretion of the liabilities and depreciation of the assets as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 ARO Operating Costs Accretion $ 2,717 $ 2,668 $ 5,450 $ 5,352 Depreciation 1,800 1,343 3,641 2,680 Total $ 4,517 $ 4,011 $ 9,091 $ 8,032 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Asset Retirement Obligations Balance at beginning of period $ 225,186 $ 214,709 $ 225,726 $ 218,117 Liabilities incurred 263 0 263 0 Liabilities settled ( 3,388 ) ( 1,805 ) ( 6,966 ) ( 7,826 ) Accretion expense 2,717 2,668 5,450 5,352 Revisions, net ( 1,281 ) ( 151 ) ( 976 ) ( 222 ) Balance at end of period $ 223,497 $ 215,421 $ 223,497 $ 215,421 ARO liabilities settled during the first six months of 2019 and 2018 include $ 2,015,000 and $ 5,158,000 , 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 of 90 acres of previously mined property to conditions suitable for retail and commercial development. |
BENEFIT PLANS
BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2019 | |
BENEFIT PLANS [Abstract] | |
BENEFIT PLANS | Note 10: Benefit Plans PENSION PLANS We sponsor three qualified, noncontributory defined benefit pension plans. These plans cover substantially all employees hired before July 2007, 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 and the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides benefits equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans. In 2005, benefit accruals for our Chemicals Hourly Plan participants ceased upon the sale of our Chemicals business. Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. Future benefit accruals for participants in our salaried defined benefit pension plans ceased on December 31, 2013, while salaried participants’ earnings considered for benefit calculations were frozen on December 31, 2015. The following table sets forth the components of net periodic pension benefit cost: PENSION BENEFITS Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Components of Net Periodic Benefit Cost Service cost $ 1,249 $ 1,429 $ 2,498 $ 2,858 Interest cost 9,410 8,875 18,820 17,751 Expected return on plan assets ( 11,937 ) ( 14,797 ) ( 23,875 ) ( 29,594 ) Amortization of prior service cost 335 335 670 670 Amortization of actuarial loss 1,358 2,456 2,716 4,913 Net periodic pension benefit cost (credit) $ 415 $ ( 1,702 ) $ 829 $ ( 3,402 ) Pretax reclassifications from AOCI included in net periodic pension benefit cost $ 1,693 $ 2,791 $ 3,386 $ 5,583 The contributions to pension plans for the six months ended June 30, 2019 and 2018, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods and a discretionary qualified plan contribution of $ 100,000,000 in the first quarter of 2018. 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Components of Net Periodic Benefit Cost Service cost $ 330 $ 340 $ 659 $ 679 Interest cost 347 310 694 620 Amortization of prior service credit ( 979 ) ( 990 ) ( 1,959 ) ( 1,981 ) Amortization of actuarial gain ( 327 ) ( 325 ) ( 654 ) ( 649 ) Net periodic postretirement benefit credit $ ( 629 ) $ ( 665 ) $ ( 1,260 ) $ ( 1,331 ) Pretax reclassifications from AOCI included in net periodic postretirement benefit credit $ ( 1,306 ) $ ( 1,315 ) $ ( 2,613 ) $ ( 2,630 ) DEFINED CONTRIBUTION PLANS We sponsor two 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 $ 13,681,000 and $ 13,596,000 for the three months ended June 30, 2019 and 2018, respectively, and totaled $ 27,600,000 and $ 20,144,000 for the six months ended June 30, 2019 and 2018, respectively. |
OTHER COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME | 6 Months Ended |
Jun. 30, 2019 | |
OTHER COMPREHENSIVE INCOME [Abstract] | |
OTHER COMPREHENSIVE INCOME | Note 11: other Comprehensive Income Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of other comprehensive income are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes. Amounts in accumulated other comprehensive income (AOCI), net of tax, are as follows: June 30 December 31 June 30 in thousands 2019 2018 2018 AOCI Interest rate hedges $ ( 11,069 ) $ ( 11,180 ) $ ( 8,824 ) Pension and postretirement plans ( 160,464 ) ( 161,035 ) ( 135,845 ) Total $ ( 171,533 ) $ ( 172,215 ) $ ( 144,669 ) Changes in AOCI, net of tax, for the six months ended June 30, 2019 are as follows: Pension and Interest Rate Postretirement in thousands Hedges Benefit Plans Total AOCI Balances as of December 31, 2018 $ ( 11,180 ) $ ( 161,035 ) $ ( 172,215 ) Amounts reclassified from AOCI 111 571 682 Balances as of June 30, 2019 $ ( 11,069 ) $ ( 160,464 ) $ ( 171,533 ) Amounts reclassified from AOCI to earnings, are as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Amortization of Interest Rate Hedge Losses Interest expense $ 76 $ 71 $ 151 $ 160 Benefit from income taxes ( 20 ) ( 19 ) ( 40 ) ( 42 ) Total $ 56 $ 52 $ 111 $ 118 Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost Other nonoperating expense $ 386 $ 1,477 $ 772 $ 2,953 Benefit from income taxes ( 50 ) ( 385 ) ( 201 ) ( 770 ) Total $ 336 $ 1,092 $ 571 $ 2,183 Total reclassifications from AOCI to earnings $ 392 $ 1,144 $ 682 $ 2,301 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
EQUITY [Abstract] | |
EQUITY | Note 12: Equity Our capital stock consists solely of common stock, par value $ 1.00 per share, of which 480,000,000 shares may be issued. Holders of our common stock are entitled to one vote per share. We may also issue 5,000,000 shares of preferred stock, but no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance in accordance with our Certificate of Incorporation. There were no shares held in treasury as of June 30, 2019, December 31, 2018 and June 30, 2018. Our common stock purchases (all of which were open market purchases) and subsequent retirements for the year-to-date periods ended are as follows: June 30 December 31 June 30 in thousands, except average price 2019 2018 2018 Shares Purchased and Retired Number 0 1,192 643 Total purchase price $ 0 $ 133,983 $ 74,921 Average price per share $ 0.00 $ 112.41 $ 116.49 As of June 30, 2019, 8,297,789 shares may b e p urchased under the current authorizatio n o f our Board of Directo rs. Changes in total equity are summarized below: " Three Months Ended Six Months Ended June 30 June 30 in thousands, except per share data 2019 2018 2019 2018 Total Equity Balance at beginning of period $ 5,217,209 $ 4,913,210 $ 5,202,903 $ 4,968,893 Net earnings 197,558 159,652 260,857 212,631 Common stock issued Share-based compensation plans, net of shares withheld for taxes ( 11,370 ) ( 7,228 ) ( 25,438 ) ( 31,337 ) Purchase and retirement of common stock 0 ( 17,097 ) 0 ( 74,921 ) Share-based compensation expense 8,646 7,969 14,370 14,763 Cash dividends on common stock ($ 0.31 /$ 0.28 /$ 0.62 /$ 0.56 per share, respectively) ( 40,988 ) ( 37,020 ) ( 81,927 ) ( 74,196 ) Other comprehensive income 392 1,144 682 4,797 Balance at end of period $ 5,371,447 $ 5,020,630 $ 5,371,447 $ 5,020,630 |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2019 | |
SEGMENT REPORTING [Abstract] | |
SEGMENT REPORTING | Note 13: Segment Reporting We have four operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. 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. Management reviews earnings from the product line reporting segments principally at the gross profit level. segment financial disclosure Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Total Revenues Aggregates 1 $ 1,062,061 $ 956,265 $ 1,897,026 $ 1,655,922 Asphalt 2 247,163 211,828 379,253 315,663 Concrete 103,768 106,723 187,405 207,685 Calcium 2,003 2,282 3,954 4,224 Segment sales $ 1,414,995 $ 1,277,098 $ 2,467,638 $ 2,183,494 Aggregates intersegment sales ( 87,313 ) ( 76,947 ) ( 143,445 ) ( 128,869 ) Total revenues $ 1,327,682 $ 1,200,151 $ 2,324,193 $ 2,054,625 Gross Profit Aggregates $ 329,215 $ 283,476 $ 514,931 $ 431,697 Asphalt 27,583 25,750 24,311 25,996 Concrete 12,887 13,191 21,450 23,511 Calcium 817 767 1,485 1,315 Total $ 370,502 $ 323,184 $ 562,177 $ 482,519 Depreciation, Depletion, Accretion and Amortization (DDA&A) Aggregates $ 75,760 $ 69,738 $ 148,281 $ 135,691 Asphalt 8,884 7,298 17,434 14,300 Concrete 3,327 3,049 6,291 6,463 Calcium 58 70 118 139 Other 5,468 5,478 10,553 10,479 Total $ 93,497 $ 85,633 $ 182,677 $ 167,072 Identifiable Assets 3 Aggregates $ 9,385,444 $ 8,751,186 Asphalt 597,328 625,985 Concrete 299,729 276,743 Calcium 4,042 4,258 Total identifiable assets $ 10,286,543 $ 9,658,172 General corporate assets 167,699 125,497 Cash and cash equivalents and restricted cash 26,522 61,115 Total assets $ 10,480,764 $ 9,844,784 1 Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates. 2 Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business. 3 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. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | Note 14: Supplemental Cash Flow Information Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below: Six Months Ended June 30 in thousands 2019 2018 Cash Payments (Refunds) Interest (exclusive of amount capitalized) $ 66,414 $ 62,021 Income taxes 34,297 ( 102,711 ) Noncash Investing and Financing Activities Accrued liabilities for purchases of property, plant & equipment $ 30,259 $ 21,257 Recognition of new asset retirement obligations 263 0 Right-of-use assets obtained in exchange for new operating lease liabilities 435,678 0 Amounts referable to business acquisitions Liabilities assumed 1 3,525 4,040 Consideration payable to seller 0 4,500 1 Includes adjustments to prior year acquisitions . |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL [Abstract] | |
GOODWILL | Note 15: 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 six month periods ended June 30, 2019 and 2018. Accumulated goodwill impairment losses amount to $ 252,664,000 in the Calcium segment. 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, 2018 to June 30, 2019 are as follows: in thousands Aggregates Asphalt Concrete Calcium Total Goodwill Total as of December 31, 2018 $ 3,073,763 $ 91,633 $ 0 $ 0 $ 3,165,396 Goodwill of acquired businesses 1 1,665 0 0 0 1,665 Total as of June 30, 2019 $ 3,075,428 $ 91,633 $ 0 $ 0 $ 3,167,061 1 See Note 16 for a summary of prior 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 in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 6 Months Ended |
Jun. 30, 2019 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
ACQUISITIONS AND DIVESTITURES | Note 16: Acquisitions and Divestitures BUSINESS ACQUISITIONS 2019 BUSINESS ACQUISITIONS — We had no acquisitions t hrough the six months ended June 30, 2019. 2018 BUSINESS ACQUISITIONS — For the full year 2018, we purchased the following operations, none of which were material to our results of operations or financial position either individually or collectively, for total consideration of $ 219,863,000 ($ 215,363,000 cash and $ 4,500,000 payable): Alabama — aggregates, asphalt mix and construction paving operations California — aggregates and asphalt-mix operations Texas — aggregates rail yards, asphalt mix and construction paving operations As a result of the 2018 acquisitions, we recognized $ 44,163,000 of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings ($ 43,072,000 - straight-line over a weighted-average 19.9 years and $ 1,080,000 - units of sales in excess of 30.0 years) and $ 7,385,000 will be deductible for income tax purposes over 15 years. Of the $ 43,990,000 of goodwill recognized, $ 4,863,000 will be deductible for income tax purposes over 15 years, and $ 31,721,000 represents the balance of deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired (immaterial adjustments were recorded in 2019 including an increase to goodwill of $ 1,665,000 ). DIVESTITURES AND PENDING DIVESTITURES In 2019, we sold: First quarter — two aggregates operations in Georgia and reversed a contingent payable related to the fourth quarter 2017 Department of Justice required divestiture of former Aggregates USA operations, resulting in a pretax gain of $ 4,064,000 In 2018, we sold: First quarter — ready-mixed concrete operations in Georgia resulting in a pretax gain of $ 2,929,000 (we retained all real property which is leased to the buyer, and obtained a long-term aggregates supply agreement) No assets met the criteria for held for sale at June 30, 2019, December 31, 2018 or June 30, 2018. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2019 | |
NEW ACCOUNTING STANDARDS [Abstract] | |
NEW ACCOUNTING STANDARDS | Note 17: New Accounting Standards ACCOUNTING STANDARDS RECENTLY ADOPTED LEASE ACCOUNTING During the first quarter of 2019, we adopted Accounting Standards Update (ASU) 2016-02, “Leases,” utilizing the comparatives transition option (we elected not to restate comparative periods) under ASC 840. This ASU amends prior accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease right-of-use assets and lease liabilities on the balance sheet for all leases (excluding mineral leases) with terms longer than 12 months. Leases are 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. Upon adoption, we recognized operating lease liabilities of $ 442,697,000 , with corresponding right-of-use assets based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. See Note 1 under the caption Leases for the practical expedients elected and other information. Additionally, see Notes 2 and 14 for the required lease disclosures. ACCOUNTING STANDARDS PENDING ADOPTION defined benefit plans In August 2018, the Financial Accounting Standards Board ( FA SB) issued ASU 2018-14, “Changes to the Disclosure Requirements for Defined Benefit Plans,” which adds, removes and clarifies the disclosure requirements for employers that sponsor defined benefit pension and other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and is to be applied retrospectively. Early adoption is permitted. While we are still evaluating the impact of ASU 2018-14 and whether we will early adopt, it will not impact our consolidated financial statements as it only affects disclosure. Thus, the adoption of this standard will have a minor impact on the notes to our consolidated financial statements, specifically, our benefit plans note. CREDIT LOSSES In June 2016, the FA SB 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. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete. We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. 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 asphalt mix and/or ready-mixed concrete in our Alabama, mid-Atlantic, Southwestern, Tennessee and Western markets. |
BASIS OF PRESENTATION | 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 as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from the audited financial statement, but it does not include all disclosures required by 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 six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K. Due to the 2005 sale of our Chemicals business as described within this Note under the caption Discontinued Operations, the results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income. |
RESTRICTED CASH | RESTRICTED CASH Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and 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. 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 is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows. |
LEASES | LEASES Beginning in 2019 (see ASU 2016-02, “Leases,” as presented in Note 17), our nonmineral leases are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases continue to be exempt from balance sheet recognition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets are adjusted for any prepaid lease payments and lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We elected the following practical expedients: (1) the practical expedient package which permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs; (2) to not separate the lease components from the non-lease components for all leases; (3) to apply a portfolio approach to our railcar and barge leases; (4) to not recognize ROU assets and lease liabilities for all pre-existing land easements not previously accounted for as leases; and (5) to not recognize ROU assets or lease liabilities for our short-term leases, including existing short-term leases of those assets in transition. For additional information about leases see Note 2. |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. Results from discontinued operations are as follows: Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Discontinued Operations Pretax loss $ ( 701 ) $ ( 883 ) $ ( 1,339 ) $ ( 1,449 ) Income tax benefit 352 233 354 383 Loss on discontinued operations, net of tax $ ( 349 ) $ ( 650 ) $ ( 985 ) $ ( 1,066 ) 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 busines s (including certain matters as discussed in Note 8). There were no revenues from discontinued operations for the periods presented. |
EARNINGS PER SHARE (EPS) | 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Weighted-average common shares outstanding 132,269 132,437 132,157 132,563 Dilutive effect of Stock-Only Stock Appreciation Rights 723 583 723 636 Other stock compensation plans 362 1,031 319 1,081 Weighted-average common shares outstanding, assuming dilution 133,354 134,051 133,199 134,280 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 Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Antidilutive common stock equivalents 192 157 220 155 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Results from Discontinued Operations | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Discontinued Operations Pretax loss $ ( 701 ) $ ( 883 ) $ ( 1,339 ) $ ( 1,449 ) Income tax benefit 352 233 354 383 Loss on discontinued operations, net of tax $ ( 349 ) $ ( 650 ) $ ( 985 ) $ ( 1,066 ) |
Weighted-Average Common Shares Outstanding Assuming Dilution | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Weighted-average common shares outstanding 132,269 132,437 132,157 132,563 Dilutive effect of Stock-Only Stock Appreciation Rights 723 583 723 636 Other stock compensation plans 362 1,031 319 1,081 Weighted-average common shares outstanding, assuming dilution 133,354 134,051 133,199 134,280 |
Antidilutive Common Stock Equivalents | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Antidilutive common stock equivalents 192 157 220 155 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
LEASES [Abstract] | |
Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate | June 30 in thousands Classification on the Balance Sheet 2019 Assets Operating lease right-of-use assets $ 435,672 Accumulated amortization ( 16,776 ) Total lease assets Operating lease right-of-use assets, net $ 418,896 Liabilities Current Operating Other current liabilities $ 31,357 Noncurrent Operating Operating lease liabilities 396,952 Total lease liabilities $ 428,309 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 10.0 Weighted-average discount rate Operating leases 4.4 % |
Components of Nonmineral Lease Expense | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2019 Lease cost Operating lease cost $ 14,167 $ 28,294 Short-term lease cost 1 7,922 16,623 Variable lease cost 3,489 6,557 Sublease income ( 807 ) ( 1,418 ) Total lease cost $ 24,771 $ 50,056 1 We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost. |
Maturity Analysis on an Undiscounted Basis | Operating in thousands Leases Maturity of Lease Liabilities 2019 (remainder) $ 26,537 2020 49,740 2021 45,807 2022 40,760 2023 36,203 Thereafter 606,079 Total minimum lease payments $ 805,126 Less: Lease payments representing interest 376,817 Present value of future minimum lease payments $ 428,309 Less: Current obligations under leases 31,357 Long-term lease obligations $ 396,952 |
Future Minimum Operating Lease Payments | in thousands Future Minimum Operating Lease Payments 2019 $ 47,979 2020 43,540 2021 35,732 2022 27,463 2023 19,707 Thereafter 195,104 Total $ 369,525 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
REVENUES [Abstract] | |
Revenues by Geographic Market | Three Months Ended June 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 339,351 $ 46,392 $ 70,871 $ 0 $ 456,614 Gulf Coast 553,746 56,727 14,865 2,003 627,341 West 168,964 144,044 18,032 0 331,040 Segment sales $ 1,062,061 $ 247,163 $ 103,768 $ 2,003 $ 1,414,995 Intersegment sales ( 87,313 ) 0 0 0 ( 87,313 ) Total revenues $ 974,748 $ 247,163 $ 103,768 $ 2,003 $ 1,327,682 Three Months Ended June 30, 2018 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 313,245 $ 49,339 $ 69,605 $ 0 $ 432,189 Gulf Coast 493,696 38,845 18,354 2,282 553,177 West 149,324 123,644 18,764 0 291,732 Segment sales $ 956,265 $ 211,828 $ 106,723 $ 2,282 $ 1,277,098 Intersegment sales ( 76,947 ) 0 0 0 ( 76,947 ) Total revenues $ 879,318 $ 211,828 $ 106,723 $ 2,282 $ 1,200,151 Six Months Ended June 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 564,253 $ 64,608 $ 125,587 $ 0 $ 754,448 Gulf Coast 1,050,381 93,779 31,370 3,954 1,179,484 West 282,392 220,866 30,448 0 533,706 Segment sales $ 1,897,026 $ 379,253 $ 187,405 $ 3,954 $ 2,467,638 Intersegment sales ( 143,445 ) 0 0 0 ( 143,445 ) Total revenues $ 1,753,581 $ 379,253 $ 187,405 $ 3,954 $ 2,324,193 Six Months Ended June 30, 2018 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 496,459 $ 61,068 $ 131,175 $ 0 $ 688,702 Gulf Coast 888,271 53,488 43,554 4,224 989,537 West 271,192 201,107 32,956 0 505,255 Segment sales $ 1,655,922 $ 315,663 $ 207,685 $ 4,224 $ 2,183,494 Intersegment sales ( 128,869 ) 0 0 0 ( 128,869 ) Total revenues $ 1,527,053 $ 315,663 $ 207,685 $ 4,224 $ 2,054,625 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico |
Freight & Delivery Revenues | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Freight & Delivery Revenues Total revenues $ 1,327,682 $ 1,200,151 $ 2,324,193 $ 2,054,625 Freight & delivery revenues 1 ( 196,796 ) ( 171,607 ) ( 359,401 ) ( 301,297 ) Total revenues excluding freight & delivery $ 1,130,886 $ 1,028,544 $ 1,964,792 $ 1,753,328 1 Includes freight & delivery to remote distribution sites . |
Reconciliation of Deferred Revenue Balances | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Deferred Revenue Balance at beginning of period $ 191,131 $ 198,201 $ 192,783 $ 199,556 Revenue recognized from deferred revenue ( 2,079 ) ( 1,905 ) ( 3,731 ) ( 3,260 ) Balance at end of period $ 189,052 $ 196,296 $ 189,052 $ 196,296 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurement on Recurring Basis | Level 1 Fair Value June 30 December 31 June 30 in thousands 2019 2018 2018 Fair Value Recurring Rabbi Trust Mutual funds $ 23,382 $ 19,164 $ 20,698 Total $ 23,382 $ 19,164 $ 20,698 Level 2 Fair Value June 30 December 31 June 30 in thousands 2019 2018 2018 Fair Value Recurring Rabbi Trust Money market mutual fund $ 398 $ 1,015 $ 1,754 Total $ 398 $ 1,015 $ 1,754 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges | Three Months Ended Six Months Ended Location on June 30 June 30 in thousands Statement 2019 2018 2019 2018 Interest Rate Hedges Loss reclassified from AOCI Interest (effective portion) expense $ ( 76 ) $ ( 71 ) $ ( 151 ) $ ( 160 ) |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
DEBT [Abstract] | |
Debt | Effective June 30 December 31 June 30 in thousands Interest Rates 2019 2018 2018 Short-term Debt Bank line of credit expires 2021 1, 2 1.25 % $ 137,000 $ 133,000 $ 360,000 Total short-term debt $ 137,000 $ 133,000 $ 360,000 Long-term Debt Bank line of credit expires 2021 1 $ 0 $ 0 $ 0 Floating-rate notes due 2020 3 3.31 % 250,000 250,000 250,000 Floating-rate notes due 2021 3.38 % 500,000 500,000 500,000 8.85 % notes due 2021 8.88 % 6,000 6,000 6,000 4.50 % notes due 2025 4.65 % 400,000 400,000 400,000 3.90 % notes due 2027 4.00 % 400,000 400,000 400,000 7.15 % notes due 2037 8.05 % 129,239 129,239 129,239 4.50 % notes due 2047 4.59 % 700,000 700,000 700,000 4.70 % notes due 2048 5.42 % 460,949 460,949 460,949 Other notes 6.46 % 197 208 219 Total long-term debt - face value $ 2,846,385 $ 2,846,396 $ 2,846,407 Unamortized discounts and debt issuance costs ( 64,535 ) ( 67,016 ) ( 69,478 ) Total long-term debt - book value $ 2,781,850 $ 2,779,380 $ 2,776,929 Less current maturities 24 23 23 Total long-term debt - reported value $ 2,781,826 $ 2,779,357 $ 2,776,906 Estimated fair value of long-term debt $ 2,898,283 $ 2,695,802 $ 2,782,543 1 Borrowings on the bank 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 payment beyond twelve months. 2 The effective interest rate 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. 3 This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit. |
Standby Letters of Credit | in thousands Standby Letters of Credit Risk management insurance $ 46,611 Reclamation/restoration requirements 7,919 Total $ 54,530 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Asset Retirement Obligations Operating Costs | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 ARO Operating Costs Accretion $ 2,717 $ 2,668 $ 5,450 $ 5,352 Depreciation 1,800 1,343 3,641 2,680 Total $ 4,517 $ 4,011 $ 9,091 $ 8,032 |
Reconciliations of Asset Retirement Obligations | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Asset Retirement Obligations Balance at beginning of period $ 225,186 $ 214,709 $ 225,726 $ 218,117 Liabilities incurred 263 0 263 0 Liabilities settled ( 3,388 ) ( 1,805 ) ( 6,966 ) ( 7,826 ) Accretion expense 2,717 2,668 5,450 5,352 Revisions, net ( 1,281 ) ( 151 ) ( 976 ) ( 222 ) Balance at end of period $ 223,497 $ 215,421 $ 223,497 $ 215,421 |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | PENSION BENEFITS Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Components of Net Periodic Benefit Cost Service cost $ 1,249 $ 1,429 $ 2,498 $ 2,858 Interest cost 9,410 8,875 18,820 17,751 Expected return on plan assets ( 11,937 ) ( 14,797 ) ( 23,875 ) ( 29,594 ) Amortization of prior service cost 335 335 670 670 Amortization of actuarial loss 1,358 2,456 2,716 4,913 Net periodic pension benefit cost (credit) $ 415 $ ( 1,702 ) $ 829 $ ( 3,402 ) Pretax reclassifications from AOCI included in net periodic pension benefit cost $ 1,693 $ 2,791 $ 3,386 $ 5,583 |
Postretirement Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | OTHER POSTRETIREMENT BENEFITS Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Components of Net Periodic Benefit Cost Service cost $ 330 $ 340 $ 659 $ 679 Interest cost 347 310 694 620 Amortization of prior service credit ( 979 ) ( 990 ) ( 1,959 ) ( 1,981 ) Amortization of actuarial gain ( 327 ) ( 325 ) ( 654 ) ( 649 ) Net periodic postretirement benefit credit $ ( 629 ) $ ( 665 ) $ ( 1,260 ) $ ( 1,331 ) Pretax reclassifications from AOCI included in net periodic postretirement benefit credit $ ( 1,306 ) $ ( 1,315 ) $ ( 2,613 ) $ ( 2,630 ) |
OTHER COMPREHENSIVE INCOME (Tab
OTHER COMPREHENSIVE INCOME (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
OTHER COMPREHENSIVE INCOME [Abstract] | |
Accumulated Other Comprehensive Income, Net of Tax | June 30 December 31 June 30 in thousands 2019 2018 2018 AOCI Interest rate hedges $ ( 11,069 ) $ ( 11,180 ) $ ( 8,824 ) Pension and postretirement plans ( 160,464 ) ( 161,035 ) ( 135,845 ) Total $ ( 171,533 ) $ ( 172,215 ) $ ( 144,669 ) |
Changes in Accumulated Other Comprehensive Income, Net of Tax | Pension and Interest Rate Postretirement in thousands Hedges Benefit Plans Total AOCI Balances as of December 31, 2018 $ ( 11,180 ) $ ( 161,035 ) $ ( 172,215 ) Amounts reclassified from AOCI 111 571 682 Balances as of June 30, 2019 $ ( 11,069 ) $ ( 160,464 ) $ ( 171,533 ) |
Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Amortization of Interest Rate Hedge Losses Interest expense $ 76 $ 71 $ 151 $ 160 Benefit from income taxes ( 20 ) ( 19 ) ( 40 ) ( 42 ) Total $ 56 $ 52 $ 111 $ 118 Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost Other nonoperating expense $ 386 $ 1,477 $ 772 $ 2,953 Benefit from income taxes ( 50 ) ( 385 ) ( 201 ) ( 770 ) Total $ 336 $ 1,092 $ 571 $ 2,183 Total reclassifications from AOCI to earnings $ 392 $ 1,144 $ 682 $ 2,301 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
EQUITY [Abstract] | |
Shares Purchased and Retired | June 30 December 31 June 30 in thousands, except average price 2019 2018 2018 Shares Purchased and Retired Number 0 1,192 643 Total purchase price $ 0 $ 133,983 $ 74,921 Average price per share $ 0.00 $ 112.41 $ 116.49 |
Changes in Total Equity | " Three Months Ended Six Months Ended June 30 June 30 in thousands, except per share data 2019 2018 2019 2018 Total Equity Balance at beginning of period $ 5,217,209 $ 4,913,210 $ 5,202,903 $ 4,968,893 Net earnings 197,558 159,652 260,857 212,631 Common stock issued Share-based compensation plans, net of shares withheld for taxes ( 11,370 ) ( 7,228 ) ( 25,438 ) ( 31,337 ) Purchase and retirement of common stock 0 ( 17,097 ) 0 ( 74,921 ) Share-based compensation expense 8,646 7,969 14,370 14,763 Cash dividends on common stock ($ 0.31 /$ 0.28 /$ 0.62 /$ 0.56 per share, respectively) ( 40,988 ) ( 37,020 ) ( 81,927 ) ( 74,196 ) Other comprehensive income 392 1,144 682 4,797 Balance at end of period $ 5,371,447 $ 5,020,630 $ 5,371,447 $ 5,020,630 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SEGMENT REPORTING [Abstract] | |
Segment Financial Disclosure | Three Months Ended Six Months Ended June 30 June 30 in thousands 2019 2018 2019 2018 Total Revenues Aggregates 1 $ 1,062,061 $ 956,265 $ 1,897,026 $ 1,655,922 Asphalt 2 247,163 211,828 379,253 315,663 Concrete 103,768 106,723 187,405 207,685 Calcium 2,003 2,282 3,954 4,224 Segment sales $ 1,414,995 $ 1,277,098 $ 2,467,638 $ 2,183,494 Aggregates intersegment sales ( 87,313 ) ( 76,947 ) ( 143,445 ) ( 128,869 ) Total revenues $ 1,327,682 $ 1,200,151 $ 2,324,193 $ 2,054,625 Gross Profit Aggregates $ 329,215 $ 283,476 $ 514,931 $ 431,697 Asphalt 27,583 25,750 24,311 25,996 Concrete 12,887 13,191 21,450 23,511 Calcium 817 767 1,485 1,315 Total $ 370,502 $ 323,184 $ 562,177 $ 482,519 Depreciation, Depletion, Accretion and Amortization (DDA&A) Aggregates $ 75,760 $ 69,738 $ 148,281 $ 135,691 Asphalt 8,884 7,298 17,434 14,300 Concrete 3,327 3,049 6,291 6,463 Calcium 58 70 118 139 Other 5,468 5,478 10,553 10,479 Total $ 93,497 $ 85,633 $ 182,677 $ 167,072 Identifiable Assets 3 Aggregates $ 9,385,444 $ 8,751,186 Asphalt 597,328 625,985 Concrete 299,729 276,743 Calcium 4,042 4,258 Total identifiable assets $ 10,286,543 $ 9,658,172 General corporate assets 167,699 125,497 Cash and cash equivalents and restricted cash 26,522 61,115 Total assets $ 10,480,764 $ 9,844,784 1 Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates. 2 Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business. 3 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. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows | Six Months Ended June 30 in thousands 2019 2018 Cash Payments (Refunds) Interest (exclusive of amount capitalized) $ 66,414 $ 62,021 Income taxes 34,297 ( 102,711 ) Noncash Investing and Financing Activities Accrued liabilities for purchases of property, plant & equipment $ 30,259 $ 21,257 Recognition of new asset retirement obligations 263 0 Right-of-use assets obtained in exchange for new operating lease liabilities 435,678 0 Amounts referable to business acquisitions Liabilities assumed 1 3,525 4,040 Consideration payable to seller 0 4,500 1 Includes adjustments to prior year acquisitions . |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | in thousands Aggregates Asphalt Concrete Calcium Total Goodwill Total as of December 31, 2018 $ 3,073,763 $ 91,633 $ 0 $ 0 $ 3,165,396 Goodwill of acquired businesses 1 1,665 0 0 0 1,665 Total as of June 30, 2019 $ 3,075,428 $ 91,633 $ 0 $ 0 $ 3,167,061 1 See Note 16 for a summary of prior year acquisitions. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)statefactor | Jun. 30, 2018USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
State of incorporation | NJ | |
Number of states | state | 20 | |
Number of demographic factors | factor | 3 | |
Revenues from discontinued operations | $ | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Results from Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Pretax loss | $ (701) | $ (883) | $ (1,339) | $ (1,449) |
Income tax benefit | 352 | 233 | 354 | 383 |
Loss on discontinued operations, net of tax | $ (349) | $ (650) | $ (985) | $ (1,066) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Weighted-Average Common Shares Outstanding Assuming Dilution) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Weighted-average common shares outstanding | 132,269 | 132,437 | 132,157 | 132,563 |
Dilutive effect of Stock-Only Stock Appreciation Rights | 723 | 583 | 723 | 636 |
Dilutive effect of Other stock compensation plans | 362 | 1,031 | 319 | 1,081 |
Weighted-average common shares outstanding, assuming dilution | 133,354 | 134,051 | 133,199 | 134,280 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Common Stock Equivalents) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Antidilutive common stock equivalents | 192 | 157 | 220 | 155 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Leased Assets [Line Items] | ||||
Cash paid for operating leases | $ 25,513,000 | |||
Finance leases | $ 0 | 0 | ||
Nonmineral operating lease expense | $ 24,771,000 | $ 21,968,000 | $ 50,056,000 | $ 46,320,000 |
Minimum [Member] | Buildings [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 1 year | |||
Term of contract | 1 year | 1 year | ||
Minimum [Member] | Aggregate Sales Yard [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 0 years | |||
Term of contract | 2 years | 2 years | ||
Minimum [Member] | Concrete And Asphalt Site [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 0 years | |||
Term of contract | 1 year | 1 year | ||
Minimum [Member] | Rail [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 0 years | |||
Term of contract | 2 years | 2 years | ||
Minimum [Member] | Barge [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 2 years | |||
Term of contract | 10 years | 10 years | ||
Minimum [Member] | Office And Plant Equipment [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 0 years | |||
Term of contract | 0 years | 0 years | ||
Maximum [Member] | Buildings [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 30 years | |||
Term of contract | 30 years | 30 years | ||
Maximum [Member] | Aggregate Sales Yard [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 13 years | |||
Term of contract | 80 years | 80 years | ||
Maximum [Member] | Concrete And Asphalt Site [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 97 years | |||
Term of contract | 97 years | 97 years | ||
Maximum [Member] | Rail [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 7 years | |||
Term of contract | 76 years | 76 years | ||
Maximum [Member] | Barge [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 3 years | |||
Term of contract | 16 years | 16 years | ||
Maximum [Member] | Office And Plant Equipment [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Noncancellable lease period | 4 years | |||
Term of contract | 4 years | 4 years |
LEASES (Schedule of Lease Asset
LEASES (Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
LEASES [Abstract] | |||
Operating lease right-of-use assets | $ 435,672 | ||
Accumulated amortization | (16,776) | ||
Total lease assets | 418,896 | $ 0 | $ 0 |
Less: Current operating liabilities | 31,357 | ||
Noncurrent operating liabilities | 396,952 | $ 0 | $ 0 |
Total lease liabilities | $ 428,309 | ||
Weighted-average remaining lease term, Operating leases | 10 years | ||
Weighted-average discount rate, Operating leases | 4.40% |
LEASES (Components of Nonminera
LEASES (Components of Nonmineral Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
LEASES [Abstract] | |||||
Operating lease cost | $ 14,167 | $ 28,294 | |||
Short-term lease cost | [1] | 7,922 | 16,623 | ||
Variable lease cost | 3,489 | 6,557 | |||
Sublease income | (807) | (1,418) | |||
Total lease cost | $ 24,771 | $ 21,968 | $ 50,056 | $ 46,320 | |
[1] | We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost. |
LEASES (Maturity Analysis on an
LEASES (Maturity Analysis on an Undiscounted Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2019 (remainder) | $ 26,537 | ||
2020 | 49,740 | ||
2021 | 45,807 | ||
2022 | 40,760 | ||
2023 | 36,203 | ||
Thereafter | 606,079 | ||
Total minimum lease payments | 805,126 | ||
Less: Lease payments representing interest | 376,817 | ||
Present value of future minimum lease payments | 428,309 | ||
Less: Current operating liabilities | 31,357 | ||
Long-term lease obligations | $ 396,952 | $ 0 | $ 0 |
LEASES (Future Minimum Operatin
LEASES (Future Minimum Operating Lease Payments) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
LEASES [Abstract] | |
2019 | $ 47,979 |
2020 | 43,540 |
2021 | 35,732 |
2022 | 27,463 |
2023 | 19,707 |
Thereafter | 195,104 |
Total | $ 369,525 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit recognition threshold more likely than not | 50.00% | ||||
Income tax expense (benefit) | $ 47,598 | $ 40,046 | $ 58,291 | $ 35,143 | |
Forecast [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
State net operating loss carryforwards | $ 67,598 | ||||
Net operating loss carryforwards, valuation allowance | 29,678 | ||||
Alabama [Member] | State [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards expiration date | Dec. 31, 2023 | ||||
Alabama [Member] | State [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards expiration date | Dec. 31, 2032 | ||||
Alabama [Member] | Forecast [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
State net operating loss carryforwards | 64,718 | ||||
Net operating loss carryforwards, valuation allowance | $ 29,183 |
REVENUES (Narrative) (Details)
REVENUES (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Jun. 30, 2020USD ($) | ||
Revenue Recognition [Line Items] | ||||||||
Revenues | [1] | $ 1,327,682 | $ 1,200,151 | $ 2,324,193 | $ 2,054,625 | |||
Number of quarries | item | 8 | |||||||
Proceeds from sale of future production | $ 226,926 | $ 226,926 | ||||||
Term of the VPPs | 25 years | |||||||
Service [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Revenues | 65,257 | 56,103 | $ 99,772 | 74,742 | ||||
Minimum [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Coverage of warranty provisions | 9 months | |||||||
Maximum [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Coverage of warranty provisions | 1 year | |||||||
Maximum [Member] | Construction Paving [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Costs for paving contracts expense, expected amortization period | 1 year | |||||||
Forecast [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Estimated deferred revenue to be recognized in the next 12 months | $ 7,500 | |||||||
Aggregates [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Revenues | [1] | $ 974,748 | $ 879,318 | $ 1,753,581 | $ 1,527,053 | |||
Aggregates [Member] | Minimum [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Percent of shipments used for publicly funded construction | 45.00% | |||||||
Aggregates [Member] | Maximum [Member] | ||||||||
Revenue Recognition [Line Items] | ||||||||
Percent of shipments used for publicly funded construction | 55.00% | |||||||
[1] | 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico |
REVENUES (Revenues by Geographi
REVENUES (Revenues by Geographic Market) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | $ 1,327,682 | $ 1,200,151 | $ 2,324,193 | $ 2,054,625 |
Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 1,414,995 | 1,277,098 | 2,467,638 | 2,183,494 |
Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | (87,313) | (76,947) | (143,445) | (128,869) |
East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 456,614 | 432,189 | 754,448 | 688,702 |
Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 627,341 | 553,177 | 1,179,484 | 989,537 |
West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 331,040 | 291,732 | 533,706 | 505,255 |
Aggregates [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 974,748 | 879,318 | 1,753,581 | 1,527,053 |
Aggregates [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1],[2] | 1,062,061 | 956,265 | 1,897,026 | 1,655,922 |
Aggregates [Member] | Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | (87,313) | (76,947) | (143,445) | (128,869) |
Aggregates [Member] | East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 339,351 | 313,245 | 564,253 | 496,459 |
Aggregates [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 553,746 | 493,696 | 1,050,381 | 888,271 |
Aggregates [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 168,964 | 149,324 | 282,392 | 271,192 |
Asphalt [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 247,163 | 211,828 | 379,253 | 315,663 |
Asphalt [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1],[3] | 247,163 | 211,828 | 379,253 | 315,663 |
Asphalt [Member] | Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 0 | 0 | 0 | 0 |
Asphalt [Member] | East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 46,392 | 49,339 | 64,608 | 61,068 |
Asphalt [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 56,727 | 38,845 | 93,779 | 53,488 |
Asphalt [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 144,044 | 123,644 | 220,866 | 201,107 |
Concrete [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 103,768 | 106,723 | 187,405 | 207,685 |
Concrete [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 103,768 | 106,723 | 187,405 | 207,685 |
Concrete [Member] | Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 0 | 0 | 0 | 0 |
Concrete [Member] | East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 70,871 | 69,605 | 125,587 | 131,175 |
Concrete [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 14,865 | 18,354 | 31,370 | 43,554 |
Concrete [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 18,032 | 18,764 | 30,448 | 32,956 |
Calcium [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 2,003 | 2,282 | 3,954 | 4,224 |
Calcium [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 2,003 | 2,282 | 3,954 | 4,224 |
Calcium [Member] | Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 0 | 0 | 0 | 0 |
Calcium [Member] | East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 0 | 0 | 0 | 0 |
Calcium [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 2,003 | 2,282 | 3,954 | 4,224 |
Calcium [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
[1] | 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico | ||||
[2] | Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates. | ||||
[3] | Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business. |
REVENUES (Freight & Delivery Re
REVENUES (Freight & Delivery Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [1] | $ 1,327,682 | $ 1,200,151 | $ 2,324,193 | $ 2,054,625 |
Freight & Delivery Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [2] | (196,796) | (171,607) | (359,401) | (301,297) |
Total Revenues Excluding Freight & Delivery [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 1,130,886 | $ 1,028,544 | $ 1,964,792 | $ 1,753,328 | |
[1] | 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico | ||||
[2] | Includes freight & delivery to remote distribution sites |
REVENUES (Reconciliation of Def
REVENUES (Reconciliation of Deferred Revenue Balances) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES [Abstract] | ||||
Balance at beginning of period | $ 191,131 | $ 198,201 | $ 192,783 | $ 199,556 |
Revenue recognized from deferred revenue | (2,079) | (1,905) | (3,731) | (3,260) |
Balance at end of period | $ 189,052 | $ 196,296 | $ 189,052 | $ 196,296 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | |
FAIR VALUE MEASUREMENTS [Abstract] | ||
Number of Rabbi Trusts established | item | 2 | |
Net gains (losses) of the Rabbi Trust investments | $ 2,844 | $ (428) |
Unrealized net gains (losses) of the Rabbi Trust investments | $ 2,885 | $ (430) |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value Measurement on Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 23,382 | $ 19,164 | $ 20,698 |
Level 1 [Member] | Mutual Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 23,382 | 19,164 | 20,698 |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 398 | 1,015 | 1,754 |
Level 2 [Member] | Money Market Mutual Fund [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 398 | $ 1,015 | $ 1,754 |
DERIVATIVE INSTRUMENTS (Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Derivative [Line Items] | |||
Interest rate hedges | $ (11,069) | $ (11,180) | $ (8,824) |
Designated as Hedging Instrument [Member] | Cash Flow Hedges [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Estimated amount of pretax loss in AOCI reclassified to earnings for the next 12-month period | $ (319) |
DERIVATIVE INSTRUMENTS (Effects
DERIVATIVE INSTRUMENTS (Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Interest Rate Swap [Member] | Cash Flow Hedges [Member] | Designated as Hedging Instrument [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Loss reclassified from AOCI (effective portion) | $ (76) | $ (71) | $ (151) | $ (160) |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 31, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||||
Debt Instrument [Line Items] | |||||||||||
Discounts and debt issuance costs | $ 2,482,000 | $ 2,698,000 | |||||||||
Total long-term debt - face value | 2,846,385,000 | 2,846,407,000 | $ 2,846,396,000 | ||||||||
Long term debt | 2,781,850,000 | 2,776,929,000 | 2,779,380,000 | ||||||||
Repayments of long term debt | $ 11,000 | 892,044,000 | |||||||||
Net proceeds | $ 846,029,000 | ||||||||||
Net noncash expense | $ 466,000 | ||||||||||
Premium for repayments of debt | 5,608,000 | ||||||||||
Transaction costs for repayments of debt | 1,314,000 | ||||||||||
Combined charge, component of interest expense | 7,388,000 | ||||||||||
Term Loan Due 2018 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 350,000,000 | ||||||||||
Maturity year | 2018 | ||||||||||
Investment-Grade Type Covenants Governed [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of indentures with customary investment-grade type covenants | item | 3 | ||||||||||
7.50% notes due 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity year | 2021 | ||||||||||
4.70% notes due 2048 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity year | 2048 | ||||||||||
Bank Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Dec. 1, 2021 | ||||||||||
Maximum borrowing capacity | $ 750,000,000 | ||||||||||
Commitment fee | 0.15% | ||||||||||
Available borrowing capacity | $ 558,470,000 | ||||||||||
Borrowings | $ 137,000,000 | ||||||||||
Bank Line of Credit [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 1.25% | ||||||||||
Bank Line of Credit [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 0.25% | ||||||||||
Bank Line of Credit [Member] | Maximum, Upon Certain Acquisitions [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt to EBITDA ratio | 3.75 | ||||||||||
Standby Letters of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding standby letters of credit | $ 54,530,000 | ||||||||||
Period of standby letters of credit | 1 year | ||||||||||
Standby Letters of Credit [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 0.175% | ||||||||||
Maximum [Member] | Bank Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt to EBITDA ratio | 3.5 | ||||||||||
Commitment fee | 0.25% | ||||||||||
Maximum [Member] | Bank Line of Credit [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 1.75% | ||||||||||
Maximum [Member] | Bank Line of Credit [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 0.75% | ||||||||||
Minimum [Member] | Bank Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
EBITDA to net cash interest expense ratio | 3 | ||||||||||
Commitment fee | 0.10% | ||||||||||
Minimum [Member] | Bank Line of Credit [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 1.00% | ||||||||||
Minimum [Member] | Bank Line of Credit [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin on borrowing rate | 0.00% | ||||||||||
Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 2,846,385,000 | ||||||||||
Notes [Member] | Term Loan Due 2018 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | 250,000,000 | ||||||||||
Maturity year | 2021 | ||||||||||
Notes [Member] | Investment-Grade Type Covenants Governed [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 2,846,188,000 | ||||||||||
Notes [Member] | 7.50% notes due 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value | $ 35,111,000 | ||||||||||
Interest rate | 7.50% | ||||||||||
Net noncash expense | $ 263,000 | ||||||||||
Repayments of debt | 40,719,000 | ||||||||||
Premium for repayments of debt | $ 5,608,000 | ||||||||||
Notes [Member] | 4.70% notes due 2048 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 460,949,000 | 460,949,000 | $ 460,949,000 | ||||||||
Maturity year | 2048 | ||||||||||
Face value | $ 460,949,000 | $ 350,000,000 | $ 460,949,000 | ||||||||
Interest rate | 4.70% | 4.70% | 4.70% | ||||||||
Net noncash expense | $ 203,000 | ||||||||||
Premium for repayments of debt | 38,164,000 | ||||||||||
Notes [Member] | Floating-Rate Notes Due 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 500,000,000 | 500,000,000 | $ 500,000,000 | ||||||||
Maturity year | 2021 | ||||||||||
Face value | $ 500,000,000 | ||||||||||
Notes [Member] | 7.15% notes due 2037 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 129,239,000 | 129,239,000 | 129,239,000 | 240,188,000 | |||||||
Maturity year | 2037 | ||||||||||
Repayments of long term debt | $ 110,949,000 | ||||||||||
Interest rate | 7.15% | 7.15% | 7.15% | ||||||||
Transaction costs for repayments of debt | $ 1,314,000 | ||||||||||
Bank Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt - face value | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | $ 250,000,000 | ||||
Maturity year | 2021 | ||||||||||
[1] | Borrowings on the bank 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 payment beyond twelve months. |
DEBT (Debt) (Details)
DEBT (Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | |||||
Debt Instrument [Line Items] | ||||||||||
Total short-term debt | $ 137,000 | $ 133,000 | $ 360,000 | |||||||
Total long-term debt - face value | 2,846,385 | 2,846,396 | 2,846,407 | |||||||
Unamortized discounts and debt issuance costs | (64,535) | (67,016) | (69,478) | |||||||
Total long-term debt - book value | 2,781,850 | 2,779,380 | 2,776,929 | |||||||
Less current maturities | 24 | 23 | 23 | |||||||
Total long-term debt - reported value | 2,781,826 | 2,779,357 | 2,776,906 | |||||||
Estimated fair value of long-term debt | $ 2,898,283 | 2,695,802 | 2,782,543 | |||||||
4.70% notes due 2048 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity year | 2048 | |||||||||
Bank Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total short-term debt | [1],[2] | $ 137,000 | 133,000 | 360,000 | ||||||
Maturity date | Dec. 31, 2021 | |||||||||
Effective interest rate | [1],[2] | 1.25% | ||||||||
Bank Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 0 | [1] | 0 | [1] | 0 | [1] | $ 250,000 | |||
Maturity year | 2021 | |||||||||
Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 2,846,385 | |||||||||
Notes [Member] | Floating-Rate Notes Due 2020 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | [3] | $ 250,000 | 250,000 | 250,000 | ||||||
Maturity year | 2020 | |||||||||
Effective interest rate | [3] | 3.31% | ||||||||
Notes [Member] | Floating-Rate Notes Due 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 500,000 | 500,000 | 500,000 | |||||||
Maturity year | 2021 | |||||||||
Effective interest rate | 3.38% | |||||||||
Notes [Member] | 8.85% notes due 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 6,000 | 6,000 | 6,000 | |||||||
Interest rate | 8.85% | |||||||||
Maturity year | 2021 | |||||||||
Effective interest rate | 8.88% | |||||||||
Notes [Member] | 4.50% notes due 2025 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 400,000 | 400,000 | 400,000 | |||||||
Interest rate | 4.50% | |||||||||
Maturity year | 2025 | |||||||||
Effective interest rate | 4.65% | |||||||||
Notes [Member] | 3.90% notes due 2027 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 400,000 | 400,000 | 400,000 | |||||||
Interest rate | 3.90% | |||||||||
Maturity year | 2027 | |||||||||
Effective interest rate | 4.00% | |||||||||
Notes [Member] | 7.15% notes due 2037 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 129,239 | 129,239 | 129,239 | $ 240,188 | ||||||
Interest rate | 7.15% | 7.15% | ||||||||
Maturity year | 2037 | |||||||||
Effective interest rate | 8.05% | |||||||||
Notes [Member] | 4.50% notes due 2047 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 700,000 | 700,000 | 700,000 | |||||||
Interest rate | 4.50% | |||||||||
Maturity year | 2047 | |||||||||
Effective interest rate | 4.59% | |||||||||
Notes [Member] | 4.70% notes due 2048 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 460,949 | $ 460,949 | 460,949 | |||||||
Interest rate | 4.70% | 4.70% | 4.70% | |||||||
Maturity year | 2048 | |||||||||
Effective interest rate | 5.42% | |||||||||
Other Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt - face value | $ 197 | $ 208 | $ 219 | |||||||
Effective interest rate | 6.46% | |||||||||
[1] | Borrowings on the bank 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 payment beyond twelve months. | |||||||||
[2] | The effective interest rate 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. | |||||||||
[3] | This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit. |
DEBT (Standby Letters of Credit
DEBT (Standby Letters of Credit) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||||
Reclamation/restoration requirements | $ 223,497 | $ 225,186 | $ 225,726 | $ 215,421 | $ 214,709 | $ 218,117 |
Standby Letters of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Risk management insurance | 46,611 | |||||
Reclamation/restoration requirements | 7,919 | |||||
Total | $ 54,530 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2018mi | Dec. 31, 2017USD ($) | Sep. 30, 2017item | Mar. 31, 2016mi | May 31, 2007entitymi | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2019USD ($)item | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||
Asset retirement obligations | $ 218,117 | $ 225,726 | $ 223,497 | $ 225,726 | $ 225,186 | $ 215,421 | $ 214,709 | |||||
Number of groundwater extraction wells | item | 2 | |||||||||||
Contingency loss | 0 | |||||||||||
Operating lease liabilities | $ 428,309 | |||||||||||
Parent Company [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Judge ruled allocation of fault among defendants, percentage | 15.00% | |||||||||||
New York Water District Cases [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of cases | item | 25 | |||||||||||
Cooperating Parties Group [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of other companies to perform a Remedial Investigation/ Feasibility Study related to the Lower Passaic River Clean-Up lawsuit | entity | 70 | |||||||||||
Number of miles of the River used in the Remedial Investigation/Feasibility Study | mi | 17 | |||||||||||
Number of miles for bank-to-bank dredging remedy | mi | 9 | 8 | ||||||||||
Occidental Chemical Co [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Judge ruled allocation of fault among defendants, percentage | 50.00% | |||||||||||
Texas Brine [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Judge ruled allocation of fault among defendants, percentage | 35.00% | |||||||||||
Number of cases | item | 2 | |||||||||||
Minimum [Member] | NAFTA Arbitration [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Arbitration period | 2 years | |||||||||||
Maximum [Member] | EPA [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Estimated implementation costs | $ 1,380,000 | |||||||||||
Standby Letters of Credit [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Outstanding standby letters of credit | 54,530 | |||||||||||
Hewitt Landfill Matter [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Life-to-date total accruals | $ 34,271 | |||||||||||
Increase in accrual of liability for claims and litigation | $ 10,392 | $ 8,640 | $ 19,032 |
ASSET RETIREMENT OBLIGATIONS (N
ASSET RETIREMENT OBLIGATIONS (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)aproperty | Jun. 30, 2018USD ($) | |
Asset Retirement Obligations [Line Items] | ||||
Reclamation activities | $ 3,388 | $ 1,805 | $ 6,966 | $ 7,826 |
California [Member] | ||||
Asset Retirement Obligations [Line Items] | ||||
Reclamation activities | $ 2,015 | $ 5,158 | ||
Adjacent aggregates sites | property | 2 | |||
Property, acres | a | 90 |
ASSET RETIREMENT OBLIGATIONS (A
ASSET RETIREMENT OBLIGATIONS (Asset Retirement Obligations Operating Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
Accretion | $ 2,717 | $ 2,668 | $ 5,450 | $ 5,352 |
Depreciation | 1,800 | 1,343 | 3,641 | 2,680 |
Total | $ 4,517 | $ 4,011 | $ 9,091 | $ 8,032 |
ASSET RETIREMENT OBLIGATIONS (R
ASSET RETIREMENT OBLIGATIONS (Reconciliations of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
Balance at beginning of period | $ 225,186 | $ 214,709 | $ 225,726 | $ 218,117 |
Liabilities incurred | 263 | 0 | 263 | 0 |
Liabilities settled | (3,388) | (1,805) | (6,966) | (7,826) |
Accretion expense | 2,717 | 2,668 | 5,450 | 5,352 |
Revisions, net | (1,281) | (151) | (976) | (222) |
Balance at end of period | $ 223,497 | $ 215,421 | $ 223,497 | $ 215,421 |
BENEFIT PLANS (Narrative) (Deta
BENEFIT PLANS (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)entity | Jun. 30, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of funded, noncontributory defined benefit pension plans | entity | 3 | ||||
Number of unfunded, nonqualified pension plans | entity | 3 | ||||
Normal retirement age | 65 years | ||||
Expense recognized related to defined contribution plans | $ | $ 13,681 | $ 13,596 | $ 27,600 | $ 20,144 | |
Discretionary Employer Contribution [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions | $ | $ 100,000 |
BENEFIT PLANS (Components of Ne
BENEFIT PLANS (Components of Net Periodic Benefit Cost- Pension Benefits) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components of Net Periodic Benefit Cost | ||||
Service cost | $ 1,249 | $ 1,429 | $ 2,498 | $ 2,858 |
Interest cost | 9,410 | 8,875 | 18,820 | 17,751 |
Expected return on plan assets | (11,937) | (14,797) | (23,875) | (29,594) |
Amortization of prior service cost | 335 | 335 | 670 | 670 |
Amortization of actuarial loss | 1,358 | 2,456 | 2,716 | 4,913 |
Net periodic benefit cost (credit) | 415 | (1,702) | 829 | (3,402) |
Pretax reclassification from AOCI included in net periodic pension benefit cost | $ 1,693 | $ 2,791 | $ 3,386 | $ 5,583 |
BENEFIT PLANS (Components of _2
BENEFIT PLANS (Components of Net Periodic Benefit Cost- Other Postretirement Benefits) (Details) - Postretirement Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components of Net Periodic Benefit Cost | ||||
Service cost | $ 330 | $ 340 | $ 659 | $ 679 |
Interest cost | 347 | 310 | 694 | 620 |
Amortization of prior service credit | (979) | (990) | (1,959) | (1,981) |
Amortization of actuarial gain | (327) | (325) | (654) | (649) |
Net periodic benefit cost (credit) | (629) | (665) | (1,260) | (1,331) |
Pretax reclassifications from AOCI included in net periodic postretirement benefit credit | $ (1,306) | $ (1,315) | $ (2,613) | $ (2,630) |
OTHER COMPREHENSIVE INCOME (Acc
OTHER COMPREHENSIVE INCOME (Accumulated Other Comprehensive Income, Net of Tax) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
OTHER COMPREHENSIVE INCOME [Abstract] | |||
Interest rate hedges | $ (11,069) | $ (11,180) | $ (8,824) |
Pension and postretirement plans | (160,464) | (161,035) | (135,845) |
Total | $ (171,533) | $ (172,215) | $ (144,669) |
OTHER COMPREHENSIVE INCOME (Cha
OTHER COMPREHENSIVE INCOME (Changes in Accumulated Other Comprehensive Income, Net of Tax) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | $ (172,215) |
Amounts reclassified from AOCI | 682 |
AOCI, Ending balance | (171,533) |
Interest Rate Hedge Losses [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | (11,180) |
Amounts reclassified from AOCI | 111 |
AOCI, Ending balance | (11,069) |
Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | (161,035) |
Amounts reclassified from AOCI | 571 |
AOCI, Ending balance | $ (160,464) |
OTHER COMPREHENSIVE INCOME (Amo
OTHER COMPREHENSIVE INCOME (Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ (33,035) | $ (33,244) | $ (65,969) | $ (71,018) |
Other nonoperating expense | 2,466 | 3,339 | 5,595 | 8,421 |
Benefit from income taxes | 47,598 | 40,046 | 58,291 | 35,143 |
Total | 197,558 | 159,652 | 260,857 | 212,631 |
Reclassification From AOCI [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total | 392 | 1,144 | 682 | 2,301 |
Interest Rate Hedge Losses [Member] | Reclassification From AOCI [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | 76 | 71 | 151 | 160 |
Benefit from income taxes | (20) | (19) | (40) | (42) |
Total | 56 | 52 | 111 | 118 |
Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member] | Reclassification From AOCI [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other nonoperating expense | 386 | 1,477 | 772 | 2,953 |
Benefit from income taxes | (50) | (385) | (201) | (770) |
Total | $ 336 | $ 1,092 | $ 571 | $ 2,183 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) | 6 Months Ended | ||
Jun. 30, 2019item$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2018$ / sharesshares | |
EQUITY [Abstract] | |||
Common stock, par value | $ / shares | $ 1 | $ 1 | $ 1 |
Common stock, shares authorized | 480,000,000 | 480,000,000 | 480,000,000 |
Number of votes per common stock | item | 1 | ||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock issued | 0 | ||
Number of shares held in treasury | 0 | 0 | 0 |
Shares remaining under the current authorization repurchase program | 8,297,789 |
EQUITY (Shares Purchased and Re
EQUITY (Shares Purchased and Retired) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
EQUITY [Abstract] | |||
Shares Purchased and Retired, Number | 0 | 643 | 1,192 |
Shares Purchased and Retired, Total purchase price | $ 0 | $ 74,921 | $ 133,983 |
Shares Purchased and Retired, Average price per share | $ 0 | $ 116.49 | $ 112.41 |
EQUITY (Changes in Total Equity
EQUITY (Changes in Total Equity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
EQUITY [Abstract] | ||||
Balance at beginning of period | $ 5,217,209 | $ 4,913,210 | $ 5,202,903 | $ 4,968,893 |
Net earnings | 197,558 | 159,652 | 260,857 | 212,631 |
Share-based compensation plans, net of shares withheld for taxes | (11,370) | (7,228) | (25,438) | (31,337) |
Purchase and retirement of common stock | 0 | (17,097) | 0 | (74,921) |
Share-based compensation expense | 8,646 | 7,969 | 14,370 | 14,763 |
Cash dividends on common stock ($0.31/$0.28/$0.62/$0.56 per share, respectively) | (40,988) | (37,020) | (81,927) | (74,196) |
Other comprehensive income | 392 | 1,144 | 682 | 4,797 |
Balance at end of period | $ 5,371,447 | $ 5,020,630 | $ 5,371,447 | $ 5,020,630 |
Cash dividend on common stock, per share | $ 0.31 | $ 0.28 | $ 0.62 | $ 0.56 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
SEGMENT REPORTING [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
SEGMENT REPORTING (Segment Fina
SEGMENT REPORTING (Segment Financial Disclosure) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | $ 1,327,682 | $ 1,200,151 | $ 2,324,193 | $ 2,054,625 | ||
Gross profit | 370,502 | 323,184 | 562,177 | 482,519 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 93,497 | 85,633 | 182,677 | 167,072 | |||
Cash and cash equivalents and restricted cash | 26,522 | 61,115 | 26,522 | 61,115 | $ 44,404 | $ 146,646 | |
Total assets | 10,480,764 | 9,844,784 | 10,480,764 | 9,844,784 | $ 9,832,130 | ||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 1,414,995 | 1,277,098 | 2,467,638 | 2,183,494 | ||
Total assets | 10,286,543 | 9,658,172 | 10,286,543 | 9,658,172 | |||
Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | (87,313) | (76,947) | (143,445) | (128,869) | ||
Aggregates [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 974,748 | 879,318 | 1,753,581 | 1,527,053 | ||
Aggregates [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1],[2] | 1,062,061 | 956,265 | 1,897,026 | 1,655,922 | ||
Gross profit | 329,215 | 283,476 | 514,931 | 431,697 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 75,760 | 69,738 | 148,281 | 135,691 | |||
Total assets | [3] | 9,385,444 | 8,751,186 | 9,385,444 | 8,751,186 | ||
Aggregates [Member] | Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | (87,313) | (76,947) | (143,445) | (128,869) | ||
Asphalt [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 247,163 | 211,828 | 379,253 | 315,663 | ||
Asphalt [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1],[4] | 247,163 | 211,828 | 379,253 | 315,663 | ||
Gross profit | 27,583 | 25,750 | 24,311 | 25,996 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 8,884 | 7,298 | 17,434 | 14,300 | |||
Total assets | [3] | 597,328 | 625,985 | 597,328 | 625,985 | ||
Asphalt [Member] | Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 0 | 0 | 0 | 0 | ||
Concrete [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 103,768 | 106,723 | 187,405 | 207,685 | ||
Concrete [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 103,768 | 106,723 | 187,405 | 207,685 | ||
Gross profit | 12,887 | 13,191 | 21,450 | 23,511 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 3,327 | 3,049 | 6,291 | 6,463 | |||
Total assets | [3] | 299,729 | 276,743 | 299,729 | 276,743 | ||
Concrete [Member] | Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 0 | 0 | 0 | 0 | ||
Calcium [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 2,003 | 2,282 | 3,954 | 4,224 | ||
Calcium [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 2,003 | 2,282 | 3,954 | 4,224 | ||
Gross profit | 817 | 767 | 1,485 | 1,315 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 58 | 70 | 118 | 139 | |||
Total assets | [3] | 4,042 | 4,258 | 4,042 | 4,258 | ||
Calcium [Member] | Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 0 | 0 | 0 | 0 | ||
Other Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 5,468 | 5,478 | 10,553 | 10,479 | |||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total assets | $ 167,699 | $ 125,497 | $ 167,699 | $ 125,497 | |||
[1] | 1 The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas West market — Arizona, California and New Mexico | ||||||
[2] | Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates. | ||||||
[3] | 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. | ||||||
[4] | Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business. |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |||
Interest (exclusive of amount capitalized) | $ 66,414 | $ 62,021 | |
Income taxes | 34,297 | (102,711) | |
Accrued liabilities for purchases of property, plant & equipment | 30,259 | 21,257 | |
Recognition of new asset retirement obligations | 263 | 0 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 435,678 | 0 | |
Amounts referable to business acquisitions Liabilities assumed | [1] | 3,525 | 4,040 |
Amounts referable to business acquisitions Consideration payable to seller | $ 0 | $ 4,500 | |
[1] | Includes adjustments to prior year acquisitions |
GOODWILL (Narrative) (Details)
GOODWILL (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | ||
Goodwill impairment charges | $ 0 | $ 0 |
Number of Reportable Segments | segment | 4 | |
Calcium [Member] | ||
Goodwill [Line Items] | ||
Goodwill, accumulated impairment losses | $ 252,664 |
GOODWILL (Changes in Carrying A
GOODWILL (Changes in Carrying Amount of Goodwill by Reportable Segment) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($) | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $ 3,165,396 | |
Goodwill of acquired businesses | 1,665 | [1] |
Goodwill, Ending balance | 3,167,061 | |
Aggregates [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 3,073,763 | |
Goodwill of acquired businesses | 1,665 | [1] |
Goodwill, Ending balance | 3,075,428 | |
Asphalt [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 91,633 | |
Goodwill of acquired businesses | 0 | [1] |
Goodwill, Ending balance | 91,633 | |
Concrete [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 0 | |
Goodwill of acquired businesses | 0 | [1] |
Goodwill, Ending balance | 0 | |
Calcium [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 0 | |
Goodwill of acquired businesses | 0 | [1] |
Goodwill, Ending balance | $ 0 | |
[1] | See Note 16 for a summary of prior year acquisitions. |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | ||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Cash consideration | $ (1,122) | $ 218,996 | ||||||
Number of facilities divested | item | 2 | |||||||
Gain on sale of property, plant & equipment and businesses | $ 3,451 | $ 2,106 | $ 10,748 | 6,270 | ||||
Assets held for sale | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||
Goodwill increase | [1] | 1,665 | ||||||
Acquisitions 2019 [Member] | ||||||||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Total consideration | $ 0 | |||||||
Acquisitions 2018 [Member] | ||||||||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Total consideration | 219,863 | |||||||
Cash consideration | 215,363 | |||||||
Consideration payable amount | 4,500 | |||||||
Amortizable intangible assets recognized | $ 44,163 | |||||||
Intangible assets amortization period, tax purposes | 15 years | 15 years | ||||||
Goodwill | $ 43,990 | |||||||
Intangible assets, deductible for income tax purposes | 7,385 | |||||||
Goodwill, deductible for income tax purposes | 4,863 | |||||||
Deferred income taxes, net | 31,721 | |||||||
Goodwill increase | $ 1,665 | |||||||
Georgia [Member] | ||||||||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Gain on sale of property, plant & equipment and businesses | $ 4,064 | $ 2,929 | ||||||
Contractual Rights In Place - Straight-Line Method [Member] | Acquisitions 2018 [Member] | ||||||||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Amortizable intangible assets recognized | $ 43,072 | |||||||
Estimated weighted-average amortization period of intangible assets | 19 years 10 months 24 days | |||||||
Contractual Rights In Place - Units Of Sales [Member] | Acquisitions 2018 [Member] | ||||||||
Significant Acquisitions and Disposals [Line Items] | ||||||||
Amortizable intangible assets recognized | $ 1,080 | |||||||
Estimated weighted-average amortization period of intangible assets | 30 years | |||||||
[1] | See Note 16 for a summary of prior year acquisitions. |
NEW ACCOUNTING STANDARDS (Narra
NEW ACCOUNTING STANDARDS (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | $ 428,309 | |
ASU 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | $ 442,697 |