Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 22, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2020 | |
Entity File Number | 001-33841 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | VULCAN MATERIALS COMPANY | |
Entity Central Index Key | 0001396009 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | NJ | |
Entity Tax Identification Number | 20-8579133 | |
Entity Address, Address Line One | 1200 Urban Center Drive | |
Entity Address, City or Town | Birmingham | |
Entity Address, State or Province | AL | |
Entity Address, Postal Zip Code | 35242 | |
City Area Code | 205 | |
Local Phone Number | 298-3000 | |
Title of 12(b) Security | Common Stock, $1 par value | |
Trading Symbol | New York Stock Exchange | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 132,511,361 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Assets | |||
Cash and cash equivalents | $ 1,084,100 | $ 271,589 | $ 90,411 |
Restricted cash | 630 | 2,917 | 691 |
Accounts and notes receivable | |||
Accounts and notes receivable, gross | 647,362 | 573,241 | 727,900 |
Allowance for doubtful accounts | (3,155) | (3,125) | (2,960) |
Accounts and notes receivable, net | 644,207 | 570,116 | 724,940 |
Inventories | |||
Finished products | 384,575 | 391,666 | 364,164 |
Raw materials | 34,562 | 31,318 | 31,250 |
Products in process | 5,098 | 5,604 | 6,062 |
Operating supplies and other | 31,226 | 29,720 | 28,184 |
Inventories | 455,461 | 458,308 | 429,660 |
Other current assets | 80,935 | 76,396 | 78,540 |
Total current assets | 2,265,333 | 1,379,326 | 1,324,242 |
Investments and long-term receivables | 41,778 | 60,709 | 57,059 |
Property, plant & equipment | |||
Property, plant & equipment, cost | 8,958,342 | 8,749,217 | 8,657,731 |
Allowances for depreciation, depletion & amortization | (4,614,543) | (4,433,179) | (4,370,386) |
Property, plant & equipment, net | 4,343,799 | 4,316,038 | 4,287,345 |
Operating lease right-of-use assets, net | 431,227 | 408,189 | 410,833 |
Goodwill | 3,172,112 | 3,167,061 | 3,167,061 |
Other intangible assets, net | 1,107,091 | 1,091,475 | 1,071,330 |
Other noncurrent assets | 229,193 | 225,995 | 221,803 |
Total assets | 11,590,533 | 10,648,793 | 10,539,673 |
Liabilities | |||
Current maturities of long-term debt | 509,435 | 25 | 24 |
Trade payables and accruals | 263,296 | 265,159 | 265,012 |
Other current liabilities | 297,162 | 270,379 | 270,248 |
Total current liabilities | 1,069,893 | 535,563 | 535,284 |
Long-term debt | 2,777,072 | 2,784,315 | 2,783,068 |
Deferred income taxes, net | 685,520 | 633,039 | 628,726 |
Deferred revenue | 174,488 | 179,880 | 180,541 |
Operating lease liabilities | 407,336 | 388,042 | 391,079 |
Other noncurrent liabilities | 547,872 | 506,097 | 478,736 |
Total liabilities | 5,662,181 | 5,026,936 | 4,997,434 |
Other commitments and contingencies (Note 8) | |||
Equity | |||
Common stock, $1 par value, Authorized 480,000 shares, Outstanding 132,454, 132,371 and 132,350 shares, respectively | 132,454 | 132,371 | 132,350 |
Capital in excess of par value | 2,797,222 | 2,791,353 | 2,785,245 |
Retained earnings | 3,204,671 | 2,895,871 | 2,795,834 |
Accumulated other comprehensive loss | (205,995) | (197,738) | (171,190) |
Total equity | 5,928,352 | 5,621,857 | 5,542,239 |
Total liabilities and equity | $ 11,590,533 | $ 10,648,793 | $ 10,539,673 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
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 | 132,454,000 | 132,371,000 | 132,350,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | |||||
Total revenues | [1] | $ 1,309,890 | $ 1,418,758 | $ 3,681,707 | $ 3,742,951 |
Cost of revenues | 929,392 | 1,018,115 | 2,702,967 | 2,780,131 | |
Gross profit | 380,498 | 400,643 | 978,740 | 962,820 | |
Selling, administrative and general expenses | 83,511 | 88,789 | 261,146 | 274,747 | |
Gain on sale of property, plant & equipment and businesses | 1,576 | 234 | 2,317 | 10,982 | |
Other operating expense, net | (10,459) | (8,712) | (20,610) | (15,173) | |
Operating earnings | 288,104 | 303,376 | 699,301 | 683,882 | |
Other nonoperating income, net | 5,787 | 359 | 3,818 | 5,954 | |
Interest expense, net | 35,782 | 32,197 | 100,509 | 98,165 | |
Earnings from continuing operations before income taxes | 258,109 | 271,538 | 602,610 | 591,671 | |
Income tax expense | 56,984 | 53,472 | 130,530 | 111,764 | |
Earnings from continuing operations | 201,125 | 218,066 | 472,080 | 479,907 | |
Loss on discontinued operations, net of tax | (1,337) | (2,353) | (2,118) | (3,338) | |
Net earnings | 199,788 | 215,713 | 469,962 | 476,569 | |
Other comprehensive income (loss), net of tax | |||||
Deferred loss on interest rate derivative | 0 | 0 | (14,679) | 0 | |
Amortization of prior interest rate derivative loss | 350 | 57 | 1,338 | 169 | |
Amortization of actuarial loss and prior service cost for benefit plans | 1,695 | 286 | 5,085 | 856 | |
Other comprehensive income (loss) | 2,045 | 343 | (8,256) | 1,025 | |
Comprehensive income | $ 201,833 | $ 216,056 | $ 461,706 | $ 477,594 | |
Basic earnings (loss) per share | |||||
Continuing operations | $ 1.52 | $ 1.65 | $ 3.56 | $ 3.63 | |
Discontinued operations | (0.01) | (0.02) | (0.01) | (0.03) | |
Net earnings | 1.51 | 1.63 | 3.55 | 3.60 | |
Diluted earnings (loss) per share | |||||
Continuing operations | 1.51 | 1.63 | 3.54 | 3.60 | |
Discontinued operations | (0.01) | (0.01) | (0.01) | (0.02) | |
Net earnings | $ 1.50 | $ 1.62 | $ 3.53 | $ 3.58 | |
Weighted-average common shares outstanding | |||||
Basic | 132,573 | 132,414 | 132,564 | 132,244 | |
Assuming dilution | 133,268 | 133,375 | 133,192 | 133,273 | |
Depreciation, depletion, accretion and amortization | $ 100,962 | $ 96,247 | $ 295,912 | $ 278,925 | |
Effective tax rate from continuing operations | 22.10% | 19.70% | 21.70% | 18.90% | |
[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 and Texas West market — Arizona, California and New Mexico |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities | ||
Net earnings | $ 469,962 | $ 476,569 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation, depletion, accretion and amortization | 295,912 | 278,925 |
Noncash operating lease expense | 27,820 | 26,349 |
Net gain on sale of property, plant & equipment and businesses | (2,317) | (10,982) |
Contributions to pension plans | (6,540) | (6,767) |
Share-based compensation expense | 23,239 | 24,815 |
Deferred tax expense (benefit) | 50,346 | 62,232 |
Changes in assets and liabilities before initial effects of business acquisitions and dispositions | (76,545) | (221,001) |
Other, net | (3,951) | 15,989 |
Net cash provided by operating activities | 777,926 | 646,129 |
Investing Activities | ||
Purchases of property, plant & equipment | (268,989) | (306,893) |
Proceeds from sale of property, plant & equipment | 9,440 | 12,112 |
Proceeds from sale of businesses | 651 | 1,744 |
Payment for businesses acquired, net of acquired cash | (5,668) | 1,122 |
Other, net | 10,819 | (11,342) |
Net cash used for investing activities | (253,747) | (303,257) |
Financing Activities | ||
Proceeds from short-term debt | 0 | 366,900 |
Payment of short-term debt | 0 | (499,900) |
Payment of current maturities and long-term debt | (250,018) | (17) |
Proceeds from issuance of long-term debt | 750,000 | 0 |
Debt issuance and exchange costs | (15,394) | 0 |
Settlements of interest rate derivatives | (19,863) | 0 |
Purchases of common stock | (26,132) | (2,602) |
Dividends paid | (135,161) | (122,943) |
Share-based compensation, shares withheld for taxes | (16,303) | (37,598) |
Other, net | (1,084) | (14) |
Net cash provided by (used for) financing activities | 286,045 | (296,174) |
Net increase in cash and cash equivalents and restricted cash | 810,224 | 46,698 |
Cash and cash equivalents and restricted cash at beginning of year | 274,506 | 44,404 |
Cash and cash equivalents and restricted cash at end of period | $ 1,084,730 | $ 91,102 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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. 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, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia and Washington D.C. markets. BASIS OF PRESENTATION Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2019 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. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K. Operating results for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, particularly in light of the uncertainty over the economic and operational impacts of the current novel coronavirus ( COVID-19) pandemic. While we continue to operate as an essential business, the COVID-19 pandemic has impacted our industry and the economy and it may have far-reaching impacts on many aspects of our operations, directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, our employees, and the market generally. Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. Such estimates and assumptions affect, among other things, our goodwill and long-lived asset valuations; inventory valuation; assessment of the annual effective tax rate; valuation of deferred income taxes; allowance for doubtful accounts; measurement of cash bonus plans; and pension plan assumptions. Events and changes in circumstances arising after September 30, 2020, including those resulting from the impacts of COVID-19 , will be reflected in management’s estimates for future periods. 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 Our nonmineral leases with initial terms in excess of one year are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases are 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. The lease term only includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As 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. Except for equipment with monthly monitoring service where the service component accounts for a majority of the lease cost, the non-lease components of our lease agreements are not separated from the lease components. 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Discontinued Operations Pretax loss $ ( 1,810 ) $ ( 3,167 ) $ ( 2,868 ) $ ( 4,506 ) Income tax benefit 473 814 750 1,168 Loss on discontinued operations, net of tax $ ( 1,337 ) $ ( 2,353 ) $ ( 2,118 ) $ ( 3,338 ) Our discontinued operations include charges/credits 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Weighted-average common shares outstanding 132,573 132,414 132,564 132,244 Dilutive effect of Stock-Only Stock Appreciation Rights 314 525 307 662 Other stock compensation plans 381 436 321 367 Weighted-average common shares outstanding, assuming dilution 133,268 133,375 133,192 133,273 All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price is as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Antidilutive common stock equivalents 146 71 269 161 RECLASSIFICATIONS Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2020 presentation. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
LEASES | Note 2: Leases Our portfolio of nonmineral leases is composed almost entirely of operating leases (we do no t have any material finance 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). Operating l ease ROU assets and liabilitie s a nd the w eighted-average lease term and discount rate are as follows: September 30 December 31 September 30 in thousands Classification on the Balance Sheet 2020 2019 2019 Assets Operating lease ROU assets $ 483,659 $ 441,656 $ 435,986 Accumulated amortization ( 52,432 ) ( 33,467 ) ( 25,153 ) Total lease assets Operating lease right-of-use assets, net $ 431,227 $ 408,189 $ 410,833 Liabilities Current Operating Other current liabilities $ 36,434 $ 29,971 $ 30,282 Noncurrent Operating Operating lease liabilities 407,336 388,042 391,079 Total lease liabilities $ 443,770 $ 418,013 $ 421,361 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 10.1 9.9 9.6 Weighted-average discount rate Operating leases 3.9 % 4.3 % 4.4 % Our lease agreements do not contain residual value guarantees, restrictive covenants or early termination options that we deem material. We have not sought or been granted any material lease concessions as a result of the COVID-19 pandemic. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The components o f operating lease expense are as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Lease Cost Operating lease cost $ 14,837 $ 14,057 $ 43,177 $ 42,352 Short-term lease cost 1 8,263 8,756 25,704 25,378 Variable lease cost 3,236 3,637 10,141 10,194 Sublease income ( 677 ) ( 774 ) ( 2,133 ) ( 2,192 ) Total lease cost $ 25,659 $ 25,676 $ 76,889 $ 75,732 1 Our short-term lease cost includes the cost of leases with an initial term of one month or less. Cash paid for operating leases was $ 40,456,000 and $ 39,326,000 for the nine months ended September 30, 2020 and 2019, respectively, and was reflected as reductions to operating cash flows. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | Note 3: Income Taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law on March 27, 2020. The CARES Act provides numerous tax relief provisions and stimulus measures. A temporary favorable change to the prior year and current year limitations on interest deductions and a temporary suspension of certain payment requirements for the employer portion of Social Security taxes are the relief provisions that are expected to provide us the greatest benefit. In the first quarter of 2020 (i.e., the period of enactment), an expected cash tax benefit of $ 13,301,000 was recorded to account for the favorable change to the prior year limitation on interest deductions. 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 third quarter of 2020, we recorded income tax expense from continuing operations of $ 56,984,000 compared to $ 53,472,000 in the third quarter of 2019. The increase in tax expense was primarily related to a decrease in share-based compensation excess tax benefits as compared to the same quarter in 2019. For the first nine months of 2020, we recorded income tax expense from continuing operations of $ 130,530,000 compared to $ 111,764,000 for the first nine months of 2019. The increase in tax expense was primarily related to a decrease in share-based compensation excess tax benefits as compared to the same period in 2019. 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. A summary of our deferred tax assets and liabilities is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2019. Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. 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. We project Alabama state net operating loss (NOL) carryforward deferred tax assets at December 31, 2020 of $ 63,267,000 against which we have a valuation allowance of $ 29,236,000 . All but a de minimis portion of the Alabama NOL carryforward, if not utilized, would expire between 2023 and 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. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2020 | |
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. Our segment total revenues by geographic market for the three and nine month periods ended September 30, 2020 and 2019 are disaggregated as follows: Three Months Ended September 30, 2020 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 360,985 $ 46,212 $ 73,181 $ 0 $ 480,378 Gulf Coast 535,215 55,894 18,889 1,354 611,352 West 152,762 133,095 10,737 0 296,594 Segment sales $ 1,048,962 $ 235,201 $ 102,807 $ 1,354 $ 1,388,324 Intersegment sales ( 78,434 ) 0 0 0 ( 78,434 ) Total revenues $ 970,528 $ 235,201 $ 102,807 $ 1,354 $ 1,309,890 Three Months Ended September 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 387,291 $ 59,156 $ 74,446 $ 0 $ 520,893 Gulf Coast 565,607 63,803 18,338 2,119 649,867 West 180,187 147,278 20,180 0 347,645 Segment sales $ 1,133,085 $ 270,237 $ 112,964 $ 2,119 $ 1,518,405 Intersegment sales ( 99,647 ) 0 0 0 ( 99,647 ) Total revenues $ 1,033,438 $ 270,237 $ 112,964 $ 2,119 $ 1,418,758 Nine Months Ended September 30, 2020 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 951,090 $ 102,053 $ 206,954 $ 0 $ 1,260,097 Gulf Coast 1,596,321 140,253 53,801 5,269 1,795,644 West 440,373 355,634 37,500 0 833,507 Segment sales $ 2,987,784 $ 597,940 $ 298,255 $ 5,269 $ 3,889,248 Intersegment sales ( 207,541 ) 0 0 0 ( 207,541 ) Total revenues $ 2,780,243 $ 597,940 $ 298,255 $ 5,269 $ 3,681,707 Nine Months Ended September 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 951,543 $ 123,764 $ 200,033 $ 0 $ 1,275,340 Gulf Coast 1,615,987 157,581 49,709 6,073 1,829,350 West 462,581 368,145 50,627 0 881,353 Segment sales $ 3,030,111 $ 649,490 $ 300,369 $ 6,073 $ 3,986,043 Intersegment sales ( 243,092 ) 0 0 0 ( 243,092 ) Total revenues $ 2,787,019 $ 649,490 $ 300,369 $ 6,073 $ 3,742,951 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 and Texas West market — Arizona, California and New Mexico 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 $ 63,347,000 and $ 75,508,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 160,285,000 and $ 175,280,000 for the nine months ended September 30, 2020 and 2019, 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, the vast majority of our aggregates business is not directly subject to renegotiation of profits or termination of contracts with state or federal governments. PRODUCT REVENUES Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs at a point in time when our aggregates, asphalt mix and ready-mixed concrete are shipped/delivered and control passes to the customer. Revenue for our products is recorded at the fixed invoice amount and payment is due by the 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Freight & Delivery Revenues Total revenues $ 1,309,890 $ 1,418,758 $ 3,681,707 $ 3,742,951 Freight & delivery revenues 1 ( 187,562 ) ( 206,929 ) ( 566,785 ) ( 566,330 ) Total revenues excluding freight & delivery $ 1,122,328 $ 1,211,829 $ 3,114,922 $ 3,176,621 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 months to one year after project completion. Due to the nature of our construction paving projects, including contract owner inspections of the work during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties. VOLUMETRIC PRODUCTION PAYMENT DEFERRED REVENUES In 2013 and 2012, we sold a percentage interest in certain future aggregates production for net cash proceeds of $ 226,926,000 . 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’ future 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 years, limited by volume rather than time) We are the exclusive sales agent for, and transmit quarterly to the purchaser the proceeds from the sale of, the purchaser’s share of aggregates production. Our consolidated total revenues exclude the 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Deferred Revenue Balance at beginning of period $ 181,963 $ 189,052 $ 185,339 $ 192,783 Revenue recognized from deferred revenue ( 2,046 ) ( 2,125 ) ( 5,422 ) ( 5,856 ) Balance at end of period $ 179,917 $ 186,927 $ 179,917 $ 186,927 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 September 30, 2021 (reflected in other current liabilities in our September 30, 2020 Condensed Consolidated Balance Sheet). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30 December 31 September 30 in thousands 2020 2019 2019 Fair Value Recurring Rabbi Trust Mutual funds $ 24,447 $ 22,883 $ 22,667 Total $ 24,447 $ 22,883 $ 22,667 Level 2 Fair Value September 30 December 31 September 30 in thousands 2020 2019 2019 Fair Value Recurring Rabbi Trust Money market mutual fund $ 1,581 $ 1,340 $ 190 Total $ 1,581 $ 1,340 $ 190 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 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 of the Rabbi Trust investments were $ 1,352,000 and $ 2,843,000 for the nine months ended September 30, 2020 and 2019, respectively. The portions of the net gains related to investments still held by the Rabbi Trusts at September 30, 2020 and 2019 were $ 1,360,000 and $ 2,879,000 , 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 exposures. We do not use derivative instruments for trading or other speculative purposes. The accounting for gains and losses that result from changes in the fair value of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationship. Changes in the fair value of interest rate swap cash flow hedges are recorded in accumulated other comprehensive income (AOCI) and are reclassified into interest expense in the same period the hedged items affect earnings. We may also enter into contracts that qualify for the normal purchases and normal sale (NPNS) exception. When a contract meets the criteria to qualify as NPNS, we apply such exception. Income recognition and realization related to NPNS contracts generally coincide with the physical delivery of the commodity. For contracts qualifying for the NPNS exception, no recognition of the contract’s fair value in the consolidated financial statements is required until settlement of the contract as long as the transaction remains probable of occurring. In February 2020, we entered into interest rate locks of a future debt issuance to hedge the risk of higher interest rates. These interest rate locks were designated as cash flow hedges. Consistent with their terms, we settled the interest rate locks in March 2020 for a cash payment of $ 19,863,000 . Given that the related debt issuance at the end of the first quarter: a) was not executed, b) remained probable in the near term and c) had uncertain timing, 1/20 th of the hedge was deemed ineffective and $ 993,000 of the settlement was recorded to interest expense in the first quarter. The remainder of the settlement was deferred and recorded in AOCI. In May 2020, we issued the related debt in the form of $ 750,000,000 of 3.50 % 10 -year notes. The deferred hedge settlement amount in AOCI is amortized to interest expense over the term of the related debt. 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 Nine Months Ended Location on September 30 September 30 in thousands Statement 2020 2019 2020 2019 Interest Rate Hedges Loss reclassified from AOCI Interest (effective portion) expense $ ( 473 ) $ ( 78 ) $ ( 1,810 ) $ ( 229 ) For the 12-month period ending September 30, 2021, we estimate that $ 1,937,000 of the $ 24,294,000 net of tax loss in AOCI will be reclassified to interest expense. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
DEBT [Abstract] | |
DEBT | Note 7: Debt Debt is detailed as follows: Effective September 30 December 31 September 30 in thousands Interest Rates 2020 2019 2019 Short-term Debt Bank line of credit expires 2025 1 $ 0 $ 0 $ 0 Total short-term debt $ 0 $ 0 $ 0 Long-term Debt Bank line of credit expires 2025 1 $ 0 $ 0 $ 0 Floating-rate notes due 2020 0 250,000 250,000 Floating-rate notes due 2021 1.10 % 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 3.50 % notes due 2030 3.94 % 750,000 0 0 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 % 460,949 460,949 460,948 Other notes 0.86 % 11,718 185 191 Total long-term debt - face value $ 3,357,906 $ 2,846,373 $ 2,846,378 Unamortized discounts and debt issuance costs ( 71,399 ) ( 62,033 ) ( 63,286 ) Total long-term debt - book value $ 3,286,507 $ 2,784,340 $ 2,783,092 Less current maturities 509,435 25 24 Total long-term debt - reported value $ 2,777,072 $ 2,784,315 $ 2,783,068 Estimated fair value of long-term debt $ 3,341,097 $ 3,073,693 $ 3,036,337 1 Borrowings on the bank line of credit are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months. Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 6,028,000 and $ 3,730,000 of net interest expense for these items for the nine months ended September 30, 2020 and 2019, respectively. LINE OF CREDIT In September 2020, we executed a new five-year unsecured line of credit of $ 1,000,000,000 , incurring $ 4,632,000 of transaction costs. The line of credit contains affirmative, negative and financial covenants customary for an unsecured investment-grade facility. There are two primary negative covenants: 1) a limit on our ability to incur secured debt, and 2) a maximum ratio of debt to EBITDA of 3.50 :1 (upon certain acquisitions, the maximum ratio can be 3.75 :1 for four quarters). As of September 30, 2020, we were in compliance with the line of credit covenants. Borrowings on our line of credit are classified as short-term if we intend to repay within twelve months and as long-term 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 1.125 % to 1.875 %, or Truist Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.125 % to 0.875 %. 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 0.125 % to 0.275 % determined by our credit ratings. As of September 30, 2020, the credit margin for LIBOR borrowings was 1.375 %, the credit margin for base rate borrowings was 0.375 %, and the commitment fee for the unused amount was 0.175 %. In conjunction with the September 2020 line of credit execution, we terminated our $ 750,000,000 364-day delayed draw term loan executed in April 2020. During the second quarter, we had borrowed and repaid $ 250,000,000 on this delayed draw term loan leaving $ 500,000,000 available for future borrowings prior to its termination. As of September 30, 2020, our available borrowing capacity under the line of credit was $ 943,371,000 . Utilization of the borrowing capacity was as follows: none was borrowed $ 56,629,000 was used to provide support for outstanding standby letters of credit TERM DEBT All of our $ 3,357,906,000 (face value) of term debt is unsecured. $ 3,346,188,000 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 September 30, 2020, we were in compliance with all term debt covenants. In May 2020, we issued $ 750,000,000 of 3.50 % senior notes due 2030 . Total proceeds were $ 741,417,000 (net of discounts and transaction costs). $ 250,000,000 of the proceeds were used to retire the $ 250,000,000 floating rate notes due June 2020 . The remainder of the proceeds, together with cash on hand, will be used to retire the $ 500,000,000 floating rate notes due March 2021 . 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 $ 1,000,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of September 30, 2020 are summarized by purpose in the table below: in thousands Standby Letters of Credit Risk management insurance $ 49,531 Reclamation/restoration requirements 7,098 Total $ 56,629 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8: Commitments and Contingencies Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note 4. As the holder of the working interest, we have responsibility to bear the cost of mining and producing the reserves attributable to this nonoperating interest. As stated in Note 2, our present value of future minimum (nonmineral) lease payments totaled $ 443,770,000 as of September 30, 2020. As summarized by purpose in Note 7, our standby letters of credit totaled $ 56,629,000 as of September 30, 2020. As described in Note 9, our asset retirement obligations totaled $ 258,948,000 as of September 30, 2020. LITIGATION AND ENVIRONMENTAL MATTERS We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business. We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally, we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party's share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties. We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period. Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below: September 30 December 31 September 30 in thousands 2020 2019 2019 Accrued Environmental Remediation Costs Continuing operations $ 26,094 $ 30,429 $ 33,706 Retained from former Chemicals business 10,900 10,972 10,825 Total $ 36,994 $ 41,401 $ 44,531 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 are a participant in the voluntary allocation process, which is likely to extend beyond 2020. 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 except two outstanding cases, and our insurers to date 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 27 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 seven New York counties (Nassau, Orange, Putnam, Sullivan, Ulster, Washington and Westchester). 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. The plaintiffs are seeking unspecified compensatory and punitive damages. We will vigorously defend the cases. 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 Orde r di recting Vulcan to assess, monitor, cleanup and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. Following an onsite and offsite investigation and pilot scale testing, the RWQCB approved a corrective action that includes leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system. Certain on-site source control measures have been implemented and the groundwater treatment system is expected to be operating in late-2020. The currently-anticipated costs of these on-site source control activities have been fully accrued. We are also engaged in an ongoing dialogue with the EPA , Honeywell, and the Los Angeles Department of Water and Power (LADWP) 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. The EPA and Vulcan entered into an AOC and Statement of Work having an effective date of September 2017 for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) well field located within the NHOU . In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for collection of data in support of o ur evaluation of the need for a n offsite remedy. In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of a new project by LADWP at the Rinaldi-Toluca (RT) wellfield. PDI investigative 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 remediatio n alternatives. EPA provided an initial set of comments on the PDI Evaluation Report in May 2019 and a final set of comments in October 2020. The final set of comments includes a request for Vulcan to revise the PDI Evaluation Report in response to EPA’s comments and to provide a Supplemental PDI Report to provide additional modeling of Hewitt Landfill groundwater impacts. The final comments further provide, if Vulcan agrees, a proposal for an alternative design plan to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill. U ntil the EPA’s review of the final version of the revised PDI Evaluation Report and any Supplemental Report on remedial alternative(s) is complete and an effective remedy has been agreed upon, we cannot identify an appropriate remedial action that will be required under the AOC . Given the various stakeholders involved and the uncertainties relating t o r emediation alternatives, we cannot reasonably estimate a loss pertaining to Vulcan’s responsibility for future remedial action required by the EPA . In December 2019, Honeywell agreed with LADWP to build a water treatment system (often referred to as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes. Honeywell contends that some of the contamination to be remediated by the system it will build originated from the Hewitt Landfill, and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing the second interim remedy. During the third quarter 2020, Vulcan recorded an immaterial accrual related to Honeywell’s contribution claim for certain types of cost incurred. We are also gathering and analyzing data and developing technical 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. At this time, we cannot reasonably estimate a range of an additional loss to Vulcan pertaining to this contribution claim. Further, LADWP has announced plans to install new treatment capabilities at two City wellfields located near the Hewitt Landfill — the NHW wellfield and the RT wellfield. LADWP has alleged that the Hewitt Landfill is one of the primary PRPs for the contamination at the NHW wellfield and is one of many PRPs for the contamination at the RT wellfield. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area, consistent with the parallel request by the EPA. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area. Vulcan is also seeking access to LADWP’s list of PRPs. At this time, we cannot reasonably estimate a range of a loss to Vulcan pertaining to this contribution claim. ■ NAFTA ARBITRATION — In September 2018, our subsidiary Legacy Vulcan, LLC (Legacy Vulcan), on its own behalf, and on behalf of our Mexican subsidiary Calizas Industriales del Carmen, S.A. de C.V. (Calica), served the United Mexican States (Mexico) a Notice of Intent to Submit a Claim to Arbitration under Chapter 11 of the North American Free Trade Agreement (NAFTA). Our NAFTA claim relates to the treatment of a portion of our quarrying operations in Playa del Carmen (Cancun), Mexico, arising from, among other measures, Mexico’s failure to comply with a legally binding zoning agreement and relates to other unfair, arbitrary and capricious actions by Mexico’s environmental enforcement agency. We assert that these actions are in breach of Mexico’s international obligations under NAFTA and international law. As required by Article 1118 of NAFTA, we sought to settle this 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 years 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 | 9 Months Ended |
Sep. 30, 2020 | |
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. ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 ARO Operating Costs Accretion $ 3,115 $ 2,744 $ 9,270 $ 8,194 Depreciation 2,123 1,720 6,022 5,361 Total $ 5,238 $ 4,464 $ 15,292 $ 13,555 ARO operating costs are reported in cost of revenues. AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets. Reconciliations of the carrying amounts of our AROs are as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Asset Retirement Obligations Balance at beginning of period $ 263,748 $ 223,497 $ 210,323 $ 225,726 Liabilities incurred 353 0 353 263 Liabilities settled ( 2,459 ) ( 2,684 ) ( 11,047 ) ( 9,650 ) Accretion expense 3,115 2,744 9,270 8,194 Revisions, net ( 5,809 ) 510 50,049 ( 466 ) Balance at end of period $ 258,948 $ 224,067 $ 258,948 $ 224,067 ARO liabilities settled during the first nine months of 2020 and 2019 include $ 2,358,000 and $ 2,403,000 , 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 development agreement will result in the restoration of 90 acres of previously mined property to conditions suitable for retail and commercial development. ARO revisions during the first nine months of 2020 primarily include increases in estimated costs at three aggregates locations, including reclamation activities required under a development agreement at an aggregates site on owned property in Southern California. The reclamation required under the development agreement will result in the restoration of previously mined property to conditions suitable for retail and commercial development. |
BENEFIT PLANS
BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2020 | |
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 with the exception of two unions that continue to add 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Components of Net Periodic Benefit Cost Service cost $ 1,331 $ 1,248 $ 3,993 $ 3,746 Interest cost 7,531 9,410 22,593 28,230 Expected return on plan assets ( 12,485 ) ( 11,938 ) ( 37,454 ) ( 35,813 ) Amortization of prior service cost 335 335 1,005 1,005 Amortization of actuarial loss 3,140 1,358 9,419 4,074 Net periodic pension benefit cost (credit) $ ( 148 ) $ 413 $ ( 444 ) $ 1,242 Pretax reclassifications from AOCI included in net periodic pension benefit cost $ 3,475 $ 1,693 $ 10,424 $ 5,079 The contributions to pension plans for the nine months ended September 30, 2020 and 2019, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods. POSTRETIREMENT PLANS In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level. Substantially all our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits end when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65 , whichever occurs first. The following table sets forth the components of net periodic other postretirement benefit cost: OTHER POSTRETIREMENT BENEFITS Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Components of Net Periodic Benefit Cost Service cost $ 380 $ 329 $ 1,140 $ 988 Interest cost 242 347 727 1,041 Amortization of prior service credit ( 980 ) ( 980 ) ( 2,939 ) ( 2,939 ) Amortization of actuarial gain ( 201 ) ( 327 ) ( 604 ) ( 981 ) Net periodic postretirement benefit credit $ ( 559 ) $ ( 631 ) $ ( 1,676 ) $ ( 1,891 ) Pretax reclassifications from AOCI included in net periodic postretirement benefit credit $ ( 1,181 ) $ ( 1,307 ) $ ( 3,543 ) $ ( 3,920 ) DEFINED CONTRIBUTION PLANS In addition to our pension and postretirement 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 $ 13,707,000 and $ 13,646,000 for the three months ended September 30, 2020 and 2019, respectively, and totaled $ 37,574,000 and $ 41,246,000 for the nine months ended September 30, 2020 and 2019, respectively. |
OTHER COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30 December 31 September 30 in thousands 2020 2019 2019 AOCI Interest rate hedges $ ( 24,294 ) $ ( 10,953 ) $ ( 11,011 ) Pension and postretirement plans ( 181,701 ) ( 186,785 ) ( 160,179 ) Total $ ( 205,995 ) $ ( 197,738 ) $ ( 171,190 ) Changes in AOCI, net of tax, for the nine months ended September 30, 2020 are as follows: Pension and Interest Rate Postretirement in thousands Hedges Benefit Plans Total AOCI Balances as of December 31, 2019 $ ( 10,953 ) $ ( 186,785 ) $ ( 197,738 ) Other comprehensive income (loss) before reclassifications ( 14,679 ) 0 ( 14,679 ) Amounts reclassified from AOCI 1,338 5,084 6,422 Net current period OCI changes ( 13,341 ) 5,084 ( 8,257 ) Balances as of September 30, 2020 $ ( 24,294 ) $ ( 181,701 ) $ ( 205,995 ) Amounts reclassified from AOCI to earnings, are as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Amortization of Interest Rate Hedge Losses Interest expense $ 473 $ 78 $ 1,810 $ 229 Benefit from income taxes ( 123 ) ( 21 ) ( 472 ) ( 60 ) Total $ 350 $ 57 $ 1,338 $ 169 Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost Other nonoperating expense $ 2,294 $ 386 $ 6,881 $ 1,159 Benefit from income taxes ( 599 ) ( 100 ) ( 1,796 ) ( 303 ) Total $ 1,695 $ 286 $ 5,085 $ 856 Total reclassifications from AOCI to earnings $ 2,045 $ 343 $ 6,423 $ 1,025 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
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 of preferred shares in accordance with our Certificate of Incorporation. There were no shares held in treasury as of September 30, 2020, December 31, 2019 and September 30, 2019. Our common stock purchases (all of which were open market purchases) and subsequent retirements for the year-to-date periods ended are as follows: September 30 December 31 September 30 in thousands, except average cost 2020 2019 2019 Shares Purchased and Retired Number 214 19 19 Total purchase price $ 26,132 $ 2,602 $ 2,602 Average cost per share $ 121.92 $ 139.90 $ 139.90 As of September 30, 2020, 8,064,851 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 Nine Months Ended September 30 September 30 in thousands, except per share data 2020 2019 2020 2019 Total Equity Balance at beginning of period $ 5,764,151 $ 5,371,447 $ 5,621,857 $ 5,202,903 Net earnings 199,788 215,713 469,962 476,569 Common stock issued Share-based compensation plans, net of shares withheld for taxes ( 617 ) ( 12,091 ) ( 17,157 ) ( 37,528 ) Purchase and retirement of common stock 0 ( 2,602 ) ( 26,132 ) ( 2,602 ) Share-based compensation expense 8,019 10,445 23,239 24,815 Cash dividends on common stock ($ 0.34 /$ 0.31 /$ 1.02 /$ 0.93 per share, respectively) ( 45,034 ) ( 41,016 ) ( 135,161 ) ( 122,943 ) Other comprehensive income (expense) 2,045 343 ( 8,256 ) 1,025 Balance at end of period $ 5,928,352 $ 5,542,239 $ 5,928,352 $ 5,542,239 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Total Revenues Aggregates 1 $ 1,048,962 $ 1,133,085 $ 2,987,784 $ 3,030,111 Asphalt 2 235,201 270,237 597,940 649,490 Concrete 102,807 112,964 298,255 300,369 Calcium 1,354 2,119 5,269 6,073 Segment sales $ 1,388,324 $ 1,518,405 $ 3,889,248 $ 3,986,043 Aggregates intersegment sales ( 78,434 ) ( 99,647 ) ( 207,541 ) ( 243,092 ) Total revenues $ 1,309,890 $ 1,418,758 $ 3,681,707 $ 3,742,951 Gross Profit Aggregates $ 337,891 $ 357,202 $ 883,184 $ 872,133 Asphalt 30,217 27,639 58,246 51,950 Concrete 12,157 15,037 35,597 36,487 Calcium 233 765 1,713 2,250 Total $ 380,498 $ 400,643 $ 978,740 $ 962,820 Depreciation, Depletion, Accretion and Amortization (DDA&A) Aggregates $ 82,487 $ 78,978 $ 240,370 $ 227,259 Asphalt 8,644 8,909 26,046 26,343 Concrete 3,987 3,371 12,070 9,662 Calcium 49 59 146 177 Other 5,795 4,930 17,280 15,484 Total $ 100,962 $ 96,247 $ 295,912 $ 278,925 Identifiable Assets 3 Aggregates $ 9,497,041 $ 9,403,342 Asphalt 559,416 601,059 Concrete 315,349 302,003 Calcium 3,611 3,990 Total identifiable assets $ 10,375,417 $ 10,310,394 General corporate assets 130,386 138,177 Cash and cash equivalents and restricted cash 1,084,730 91,102 Total assets $ 11,590,533 $ 10,539,673 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 | 9 Months Ended |
Sep. 30, 2020 | |
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: Nine Months Ended September 30 in thousands 2020 2019 Cash Payments Interest (exclusive of amount capitalized) $ 75,058 $ 85,140 Income taxes 72,544 46,955 Noncash Investing and Financing Activities Accrued liabilities for purchases of property, plant & equipment $ 16,765 $ 28,828 Recognition of new asset retirement obligations 353 263 Right-of-use assets obtained in exchange for new operating lease liabilities 1 43,665 438,517 Amounts referable to business acquisitions Liabilities assumed 5,637 3,525 Consideration payable to seller 8,980 0 Fair value of noncash assets and liabilities exchanged 21,214 0 Debt issued for purchases of property, plant & equipment 2,571 0 1 The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases.” |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2020 | |
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 nine month periods ended September 30, 2020 and 2019. 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, 2019 to September 30, 2020 are shown below: in thousands Aggregates Asphalt Concrete Calcium Total Goodwill Totals at December 31, 2019 $ 3,075,428 $ 91,633 $ 0 $ 0 $ 3,167,061 Goodwill of acquired businesses 1 5,051 0 0 0 5,051 Totals at September 30, 2020 $ 3,080,479 $ 91,633 $ 0 $ 0 $ 3,172,112 1 See Note 16 for a summary of recent 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 | 9 Months Ended |
Sep. 30, 2020 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
ACQUISITIONS AND DIVESTITURES | Note 16: Acquisitions and Divestitures BUSINESS ACQUISITIONS 2020 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2020, we purchased businesses that support our aggregates operations for total consideration of $ 35,862,000 . The 2020 acquisitions are reported in our consolidated financial statements as of the acquisition dates and are not material to our results of operations or financial position. As a result of these 2020 acquisitions, we recognized $ 39,779,000 of amortizable intangible assets and $ 5,051,000 of goodwill. The amortizable intangible assets will be amortized against earnings on a straight-line basis over a weighted-average 20 years and will not be deductible for income tax purposes. The goodwill represents the balance of deferred tax liabilities generated from carrying over the tax basis in the assets acquired and is not deductible for income tax purposes. 2019 BUSINESS ACQUISITIONS — For the full year 2019, we purchased the following operations, none of which were material to our results of operations or financial position either individually or collectively, for total cash consideration of $ 45,273,000 : Tennessee — aggregates operations Virginia — ready-mixed concrete operations The 2019 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates . As a result of the 2019 acquisitions, we recognized $ 25,443,000 of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings on a straight-line basis over a weighted-average 19.5 years and will be deductible for income tax purposes over 15 years. DIVESTITURES AND PENDING DIVESTITURES In 2020, we sold: Second quarter — exited our New Mexico ready-mixed concrete business, resulting in an immaterial gain. We retained the concrete plants and mobile fleet and are leasing these assets to the buyer. Additionally, we obtained a 20 -year aggregates supply agreement 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 No assets met the criteria for held for sale at September 30, 2020, December 31, 2019 or September 30, 2019. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 9 Months Ended |
Sep. 30, 2020 | |
NEW ACCOUNTING STANDARDS [Abstract] | |
NEW ACCOUNTING STANDARDS | Note 17: New Accounting Standards ACCOUNTING STANDARDS RECENTLY ADOPTED CREDIT LOSSES During the first quarter of 2020, we adopted Accounting Standards Update (ASU) 2016-13, “Measurement of Credit Losses on Financial Instruments” on a retrospective basis. This ASU amended prior 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. The adoption of this standard did not materially impact our consolidated financial statements. LIBOR TRANSITION In March 2020, the Financial Accounting Standards Board ( FA SB) issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provided optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued. The ASU was effective immediately for all entities and applies through December 31, 2022. For additional information, see our LIBOR transition disclosure in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under "Liquidity and Financial Resources - Debt." We continue to evaluate the effect that discontinuance of LIBOR will have on our contracts. ACCOUNTING STANDARDS PENDING ADOPTION InCOME tAXES In December 2019, the FA SB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes and changes the accounting for certain income tax transactions. The new standard is effective as of January 1, 2021. We do not expect this standard to have a material impact on our consolidated financial statements. defined benefit plans In August 2018, the 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. The adoption of this standard will have a minor impact on the notes to our consolidated financial statements, specifically, our benefit plans note. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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. 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, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia and Washington D.C. 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, 2019 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. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K. Operating results for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, particularly in light of the uncertainty over the economic and operational impacts of the current novel coronavirus ( COVID-19) pandemic. While we continue to operate as an essential business, the COVID-19 pandemic has impacted our industry and the economy and it may have far-reaching impacts on many aspects of our operations, directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, our employees, and the market generally. Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. Such estimates and assumptions affect, among other things, our goodwill and long-lived asset valuations; inventory valuation; assessment of the annual effective tax rate; valuation of deferred income taxes; allowance for doubtful accounts; measurement of cash bonus plans; and pension plan assumptions. Events and changes in circumstances arising after September 30, 2020, including those resulting from the impacts of COVID-19 , will be reflected in management’s estimates for future periods. 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 Our nonmineral leases with initial terms in excess of one year are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases are 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. The lease term only includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As 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. Except for equipment with monthly monitoring service where the service component accounts for a majority of the lease cost, the non-lease components of our lease agreements are not separated from the lease components. 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Discontinued Operations Pretax loss $ ( 1,810 ) $ ( 3,167 ) $ ( 2,868 ) $ ( 4,506 ) Income tax benefit 473 814 750 1,168 Loss on discontinued operations, net of tax $ ( 1,337 ) $ ( 2,353 ) $ ( 2,118 ) $ ( 3,338 ) Our discontinued operations include charges/credits 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 Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Weighted-average common shares outstanding 132,573 132,414 132,564 132,244 Dilutive effect of Stock-Only Stock Appreciation Rights 314 525 307 662 Other stock compensation plans 381 436 321 367 Weighted-average common shares outstanding, assuming dilution 133,268 133,375 133,192 133,273 All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price is as follows: Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Antidilutive common stock equivalents 146 71 269 161 |
RECLASSIFICATIONS | RECLASSIFICATIONS Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2020 presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Results from Discontinued Operations | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Discontinued Operations Pretax loss $ ( 1,810 ) $ ( 3,167 ) $ ( 2,868 ) $ ( 4,506 ) Income tax benefit 473 814 750 1,168 Loss on discontinued operations, net of tax $ ( 1,337 ) $ ( 2,353 ) $ ( 2,118 ) $ ( 3,338 ) |
Weighted-Average Common Shares Outstanding Assuming Dilution | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Weighted-average common shares outstanding 132,573 132,414 132,564 132,244 Dilutive effect of Stock-Only Stock Appreciation Rights 314 525 307 662 Other stock compensation plans 381 436 321 367 Weighted-average common shares outstanding, assuming dilution 133,268 133,375 133,192 133,273 |
Antidilutive Common Stock Equivalents | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Antidilutive common stock equivalents 146 71 269 161 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate | September 30 December 31 September 30 in thousands Classification on the Balance Sheet 2020 2019 2019 Assets Operating lease ROU assets $ 483,659 $ 441,656 $ 435,986 Accumulated amortization ( 52,432 ) ( 33,467 ) ( 25,153 ) Total lease assets Operating lease right-of-use assets, net $ 431,227 $ 408,189 $ 410,833 Liabilities Current Operating Other current liabilities $ 36,434 $ 29,971 $ 30,282 Noncurrent Operating Operating lease liabilities 407,336 388,042 391,079 Total lease liabilities $ 443,770 $ 418,013 $ 421,361 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 10.1 9.9 9.6 Weighted-average discount rate Operating leases 3.9 % 4.3 % 4.4 % |
Components of Operating Lease Expense | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Lease Cost Operating lease cost $ 14,837 $ 14,057 $ 43,177 $ 42,352 Short-term lease cost 1 8,263 8,756 25,704 25,378 Variable lease cost 3,236 3,637 10,141 10,194 Sublease income ( 677 ) ( 774 ) ( 2,133 ) ( 2,192 ) Total lease cost $ 25,659 $ 25,676 $ 76,889 $ 75,732 1 Our short-term lease cost includes the cost of leases with an initial term of one month or less. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
REVENUES [Abstract] | |
Revenues by Geographic Market | Three Months Ended September 30, 2020 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 360,985 $ 46,212 $ 73,181 $ 0 $ 480,378 Gulf Coast 535,215 55,894 18,889 1,354 611,352 West 152,762 133,095 10,737 0 296,594 Segment sales $ 1,048,962 $ 235,201 $ 102,807 $ 1,354 $ 1,388,324 Intersegment sales ( 78,434 ) 0 0 0 ( 78,434 ) Total revenues $ 970,528 $ 235,201 $ 102,807 $ 1,354 $ 1,309,890 Three Months Ended September 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 387,291 $ 59,156 $ 74,446 $ 0 $ 520,893 Gulf Coast 565,607 63,803 18,338 2,119 649,867 West 180,187 147,278 20,180 0 347,645 Segment sales $ 1,133,085 $ 270,237 $ 112,964 $ 2,119 $ 1,518,405 Intersegment sales ( 99,647 ) 0 0 0 ( 99,647 ) Total revenues $ 1,033,438 $ 270,237 $ 112,964 $ 2,119 $ 1,418,758 Nine Months Ended September 30, 2020 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 951,090 $ 102,053 $ 206,954 $ 0 $ 1,260,097 Gulf Coast 1,596,321 140,253 53,801 5,269 1,795,644 West 440,373 355,634 37,500 0 833,507 Segment sales $ 2,987,784 $ 597,940 $ 298,255 $ 5,269 $ 3,889,248 Intersegment sales ( 207,541 ) 0 0 0 ( 207,541 ) Total revenues $ 2,780,243 $ 597,940 $ 298,255 $ 5,269 $ 3,681,707 Nine Months Ended September 30, 2019 in thousands Aggregates Asphalt Concrete Calcium Total Total Revenues by Geographic Market 1 East $ 951,543 $ 123,764 $ 200,033 $ 0 $ 1,275,340 Gulf Coast 1,615,987 157,581 49,709 6,073 1,829,350 West 462,581 368,145 50,627 0 881,353 Segment sales $ 3,030,111 $ 649,490 $ 300,369 $ 6,073 $ 3,986,043 Intersegment sales ( 243,092 ) 0 0 0 ( 243,092 ) Total revenues $ 2,787,019 $ 649,490 $ 300,369 $ 6,073 $ 3,742,951 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 and Texas West market — Arizona, California and New Mexico |
Freight & Delivery Revenues | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Freight & Delivery Revenues Total revenues $ 1,309,890 $ 1,418,758 $ 3,681,707 $ 3,742,951 Freight & delivery revenues 1 ( 187,562 ) ( 206,929 ) ( 566,785 ) ( 566,330 ) Total revenues excluding freight & delivery $ 1,122,328 $ 1,211,829 $ 3,114,922 $ 3,176,621 1 Includes freight & delivery to remote distribution sites . |
Reconciliation of Deferred Revenue Balances | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Deferred Revenue Balance at beginning of period $ 181,963 $ 189,052 $ 185,339 $ 192,783 Revenue recognized from deferred revenue ( 2,046 ) ( 2,125 ) ( 5,422 ) ( 5,856 ) Balance at end of period $ 179,917 $ 186,927 $ 179,917 $ 186,927 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurement on Recurring Basis | Level 1 Fair Value September 30 December 31 September 30 in thousands 2020 2019 2019 Fair Value Recurring Rabbi Trust Mutual funds $ 24,447 $ 22,883 $ 22,667 Total $ 24,447 $ 22,883 $ 22,667 Level 2 Fair Value September 30 December 31 September 30 in thousands 2020 2019 2019 Fair Value Recurring Rabbi Trust Money market mutual fund $ 1,581 $ 1,340 $ 190 Total $ 1,581 $ 1,340 $ 190 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges | Three Months Ended Nine Months Ended Location on September 30 September 30 in thousands Statement 2020 2019 2020 2019 Interest Rate Hedges Loss reclassified from AOCI Interest (effective portion) expense $ ( 473 ) $ ( 78 ) $ ( 1,810 ) $ ( 229 ) |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DEBT [Abstract] | |
Debt | Effective September 30 December 31 September 30 in thousands Interest Rates 2020 2019 2019 Short-term Debt Bank line of credit expires 2025 1 $ 0 $ 0 $ 0 Total short-term debt $ 0 $ 0 $ 0 Long-term Debt Bank line of credit expires 2025 1 $ 0 $ 0 $ 0 Floating-rate notes due 2020 0 250,000 250,000 Floating-rate notes due 2021 1.10 % 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 3.50 % notes due 2030 3.94 % 750,000 0 0 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 % 460,949 460,949 460,948 Other notes 0.86 % 11,718 185 191 Total long-term debt - face value $ 3,357,906 $ 2,846,373 $ 2,846,378 Unamortized discounts and debt issuance costs ( 71,399 ) ( 62,033 ) ( 63,286 ) Total long-term debt - book value $ 3,286,507 $ 2,784,340 $ 2,783,092 Less current maturities 509,435 25 24 Total long-term debt - reported value $ 2,777,072 $ 2,784,315 $ 2,783,068 Estimated fair value of long-term debt $ 3,341,097 $ 3,073,693 $ 3,036,337 1 Borrowings on the bank line of credit are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months. |
Standby Letters of Credit | in thousands Standby Letters of Credit Risk management insurance $ 49,531 Reclamation/restoration requirements 7,098 Total $ 56,629 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Accrued Environmental Remediation Costs | September 30 December 31 September 30 in thousands 2020 2019 2019 Accrued Environmental Remediation Costs Continuing operations $ 26,094 $ 30,429 $ 33,706 Retained from former Chemicals business 10,900 10,972 10,825 Total $ 36,994 $ 41,401 $ 44,531 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Asset Retirement Obligations Operating Costs | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 ARO Operating Costs Accretion $ 3,115 $ 2,744 $ 9,270 $ 8,194 Depreciation 2,123 1,720 6,022 5,361 Total $ 5,238 $ 4,464 $ 15,292 $ 13,555 |
Reconciliations of Asset Retirement Obligations | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Asset Retirement Obligations Balance at beginning of period $ 263,748 $ 223,497 $ 210,323 $ 225,726 Liabilities incurred 353 0 353 263 Liabilities settled ( 2,459 ) ( 2,684 ) ( 11,047 ) ( 9,650 ) Accretion expense 3,115 2,744 9,270 8,194 Revisions, net ( 5,809 ) 510 50,049 ( 466 ) Balance at end of period $ 258,948 $ 224,067 $ 258,948 $ 224,067 |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | PENSION BENEFITS Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Components of Net Periodic Benefit Cost Service cost $ 1,331 $ 1,248 $ 3,993 $ 3,746 Interest cost 7,531 9,410 22,593 28,230 Expected return on plan assets ( 12,485 ) ( 11,938 ) ( 37,454 ) ( 35,813 ) Amortization of prior service cost 335 335 1,005 1,005 Amortization of actuarial loss 3,140 1,358 9,419 4,074 Net periodic pension benefit cost (credit) $ ( 148 ) $ 413 $ ( 444 ) $ 1,242 Pretax reclassifications from AOCI included in net periodic pension benefit cost $ 3,475 $ 1,693 $ 10,424 $ 5,079 |
Postretirement Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | OTHER POSTRETIREMENT BENEFITS Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Components of Net Periodic Benefit Cost Service cost $ 380 $ 329 $ 1,140 $ 988 Interest cost 242 347 727 1,041 Amortization of prior service credit ( 980 ) ( 980 ) ( 2,939 ) ( 2,939 ) Amortization of actuarial gain ( 201 ) ( 327 ) ( 604 ) ( 981 ) Net periodic postretirement benefit credit $ ( 559 ) $ ( 631 ) $ ( 1,676 ) $ ( 1,891 ) Pretax reclassifications from AOCI included in net periodic postretirement benefit credit $ ( 1,181 ) $ ( 1,307 ) $ ( 3,543 ) $ ( 3,920 ) |
OTHER COMPREHENSIVE INCOME (Tab
OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OTHER COMPREHENSIVE INCOME [Abstract] | |
Accumulated Other Comprehensive Income, Net of Tax | September 30 December 31 September 30 in thousands 2020 2019 2019 AOCI Interest rate hedges $ ( 24,294 ) $ ( 10,953 ) $ ( 11,011 ) Pension and postretirement plans ( 181,701 ) ( 186,785 ) ( 160,179 ) Total $ ( 205,995 ) $ ( 197,738 ) $ ( 171,190 ) |
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, 2019 $ ( 10,953 ) $ ( 186,785 ) $ ( 197,738 ) Other comprehensive income (loss) before reclassifications ( 14,679 ) 0 ( 14,679 ) Amounts reclassified from AOCI 1,338 5,084 6,422 Net current period OCI changes ( 13,341 ) 5,084 ( 8,257 ) Balances as of September 30, 2020 $ ( 24,294 ) $ ( 181,701 ) $ ( 205,995 ) |
Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Amortization of Interest Rate Hedge Losses Interest expense $ 473 $ 78 $ 1,810 $ 229 Benefit from income taxes ( 123 ) ( 21 ) ( 472 ) ( 60 ) Total $ 350 $ 57 $ 1,338 $ 169 Amortization of Pension and Postretirement Plan Actuarial Loss and Prior Service Cost Other nonoperating expense $ 2,294 $ 386 $ 6,881 $ 1,159 Benefit from income taxes ( 599 ) ( 100 ) ( 1,796 ) ( 303 ) Total $ 1,695 $ 286 $ 5,085 $ 856 Total reclassifications from AOCI to earnings $ 2,045 $ 343 $ 6,423 $ 1,025 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY [Abstract] | |
Shares Purchased and Retired | September 30 December 31 September 30 in thousands, except average cost 2020 2019 2019 Shares Purchased and Retired Number 214 19 19 Total purchase price $ 26,132 $ 2,602 $ 2,602 Average cost per share $ 121.92 $ 139.90 $ 139.90 |
Changes in Total Equity | Three Months Ended Nine Months Ended September 30 September 30 in thousands, except per share data 2020 2019 2020 2019 Total Equity Balance at beginning of period $ 5,764,151 $ 5,371,447 $ 5,621,857 $ 5,202,903 Net earnings 199,788 215,713 469,962 476,569 Common stock issued Share-based compensation plans, net of shares withheld for taxes ( 617 ) ( 12,091 ) ( 17,157 ) ( 37,528 ) Purchase and retirement of common stock 0 ( 2,602 ) ( 26,132 ) ( 2,602 ) Share-based compensation expense 8,019 10,445 23,239 24,815 Cash dividends on common stock ($ 0.34 /$ 0.31 /$ 1.02 /$ 0.93 per share, respectively) ( 45,034 ) ( 41,016 ) ( 135,161 ) ( 122,943 ) Other comprehensive income (expense) 2,045 343 ( 8,256 ) 1,025 Balance at end of period $ 5,928,352 $ 5,542,239 $ 5,928,352 $ 5,542,239 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SEGMENT REPORTING [Abstract] | |
Segment Financial Disclosure | Three Months Ended Nine Months Ended September 30 September 30 in thousands 2020 2019 2020 2019 Total Revenues Aggregates 1 $ 1,048,962 $ 1,133,085 $ 2,987,784 $ 3,030,111 Asphalt 2 235,201 270,237 597,940 649,490 Concrete 102,807 112,964 298,255 300,369 Calcium 1,354 2,119 5,269 6,073 Segment sales $ 1,388,324 $ 1,518,405 $ 3,889,248 $ 3,986,043 Aggregates intersegment sales ( 78,434 ) ( 99,647 ) ( 207,541 ) ( 243,092 ) Total revenues $ 1,309,890 $ 1,418,758 $ 3,681,707 $ 3,742,951 Gross Profit Aggregates $ 337,891 $ 357,202 $ 883,184 $ 872,133 Asphalt 30,217 27,639 58,246 51,950 Concrete 12,157 15,037 35,597 36,487 Calcium 233 765 1,713 2,250 Total $ 380,498 $ 400,643 $ 978,740 $ 962,820 Depreciation, Depletion, Accretion and Amortization (DDA&A) Aggregates $ 82,487 $ 78,978 $ 240,370 $ 227,259 Asphalt 8,644 8,909 26,046 26,343 Concrete 3,987 3,371 12,070 9,662 Calcium 49 59 146 177 Other 5,795 4,930 17,280 15,484 Total $ 100,962 $ 96,247 $ 295,912 $ 278,925 Identifiable Assets 3 Aggregates $ 9,497,041 $ 9,403,342 Asphalt 559,416 601,059 Concrete 315,349 302,003 Calcium 3,611 3,990 Total identifiable assets $ 10,375,417 $ 10,310,394 General corporate assets 130,386 138,177 Cash and cash equivalents and restricted cash 1,084,730 91,102 Total assets $ 11,590,533 $ 10,539,673 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) | 9 Months Ended |
Sep. 30, 2020 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows | Nine Months Ended September 30 in thousands 2020 2019 Cash Payments Interest (exclusive of amount capitalized) $ 75,058 $ 85,140 Income taxes 72,544 46,955 Noncash Investing and Financing Activities Accrued liabilities for purchases of property, plant & equipment $ 16,765 $ 28,828 Recognition of new asset retirement obligations 353 263 Right-of-use assets obtained in exchange for new operating lease liabilities 1 43,665 438,517 Amounts referable to business acquisitions Liabilities assumed 5,637 3,525 Consideration payable to seller 8,980 0 Fair value of noncash assets and liabilities exchanged 21,214 0 Debt issued for purchases of property, plant & equipment 2,571 0 1 The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases.” |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
GOODWILL [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | in thousands Aggregates Asphalt Concrete Calcium Total Goodwill Totals at December 31, 2019 $ 3,075,428 $ 91,633 $ 0 $ 0 $ 3,167,061 Goodwill of acquired businesses 1 5,051 0 0 0 5,051 Totals at September 30, 2020 $ 3,080,479 $ 91,633 $ 0 $ 0 $ 3,172,112 1 See Note 16 for a summary of recent acquisitions. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)state | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)statefactor | Sep. 30, 2019USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
State of incorporation | NJ | |||
Number of states | state | 20 | 20 | ||
Number of demographic factors | factor | 3 | |||
Revenues from discontinued operations | $ | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Results from Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Pretax loss | $ (1,810) | $ (3,167) | $ (2,868) | $ (4,506) |
Income tax benefit | 473 | 814 | 750 | 1,168 |
Loss on discontinued operations, net of tax | $ (1,337) | $ (2,353) | $ (2,118) | $ (3,338) |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Weighted-average common shares outstanding | 132,573 | 132,414 | 132,564 | 132,244 |
Dilutive effect of Stock-Only Stock Appreciation Rights | 314 | 525 | 307 | 662 |
Dilutive effect of Other stock compensation plans | 381 | 436 | 321 | 367 |
Weighted-average common shares outstanding, assuming dilution | 133,268 | 133,375 | 133,192 | 133,273 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Common Stock Equivalents) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Antidilutive common stock equivalents | 146 | 71 | 269 | 161 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
LEASES [Abstract] | ||
Cash paid for operating leases | $ 40,456 | $ 39,326 |
Finance leases | $ 0 |
LEASES (Schedule of Lease Asset
LEASES (Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
LEASES [Abstract] | |||
Operating lease ROU assets | $ 483,659 | $ 441,656 | $ 435,986 |
Accumulated amortization | (52,432) | (33,467) | (25,153) |
Total lease assets | 431,227 | 408,189 | 410,833 |
Current obligations under leases | 36,434 | 29,971 | 30,282 |
Noncurrent operating liabilities | 407,336 | 388,042 | 391,079 |
Total lease liabilities | $ 443,770 | $ 418,013 | $ 421,361 |
Weighted-average remaining lease term, Operating leases | 10 years 1 month 6 days | 9 years 10 months 24 days | 9 years 7 months 6 days |
Weighted-average discount rate, Operating leases | 3.90% | 4.30% | 4.40% |
LEASES (Components of Operating
LEASES (Components of Operating Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
LEASES [Abstract] | |||||
Operating lease cost | $ 14,837 | $ 14,057 | $ 43,177 | $ 42,352 | |
Short-term lease cost | [1] | 8,263 | 8,756 | 25,704 | 25,378 |
Variable lease cost | 3,236 | 3,637 | 10,141 | 10,194 | |
Sublease income | (677) | (774) | (2,133) | (2,192) | |
Total lease cost | $ 25,659 | $ 25,676 | $ 76,889 | $ 75,732 | |
[1] | Our short-term lease cost includes the cost of leases with an initial term of one month or less. |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||||
Income tax benefit recognition threshold more likely than not | 50.00% | ||||||
Retained earnings | $ 3,204,671 | $ 2,795,834 | $ 3,204,671 | $ 2,795,834 | $ 2,895,871 | ||
Income tax expense | $ 56,984 | $ 53,472 | $ 130,530 | $ 111,764 | |||
Cash tax benefit | $ 13,301 | ||||||
Alabama [Member] | State [Member] | Earliest Tax Year [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net operating loss carryforwards expiration year | 2023 | ||||||
Alabama [Member] | State [Member] | Latest Tax Year [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net operating loss carryforwards expiration year | 2032 | ||||||
Alabama [Member] | Forecast [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
State net operating loss carryforwards | $ 63,267 | ||||||
Net operating loss carryforwards, valuation allowance | $ 29,236 |
REVENUES (Narrative) (Details)
REVENUES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Revenue Recognition [Line Items] | ||||||||||||
Revenues | [1] | $ 1,309,890 | $ 1,418,758 | $ 3,681,707 | $ 3,742,951 | |||||||
Number of quarries | item | 8 | |||||||||||
Proceeds from sale of future production | $ 226,926 | $ 226,926 | ||||||||||
Term of the VPPs | 25 years | |||||||||||
Estimated deferred revenue to be recognized in the next 12 months | 179,917 | 186,927 | $ 179,917 | 186,927 | $ 181,963 | $ 185,339 | $ 189,052 | $ 192,783 | ||||
Service [Member] | ||||||||||||
Revenue Recognition [Line Items] | ||||||||||||
Revenues | 63,347 | 75,508 | $ 160,285 | 175,280 | ||||||||
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] | $ 970,528 | $ 1,033,438 | $ 2,780,243 | $ 2,787,019 | |||||||
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 and Texas West market — Arizona, California and New Mexico |
REVENUES (Revenues by Geographi
REVENUES (Revenues by Geographic Market) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | $ 1,309,890 | $ 1,418,758 | $ 3,681,707 | $ 3,742,951 |
Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 1,388,324 | 1,518,405 | 3,889,248 | 3,986,043 |
Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | (78,434) | (99,647) | (207,541) | (243,092) |
East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 480,378 | 520,893 | 1,260,097 | 1,275,340 |
Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 611,352 | 649,867 | 1,795,644 | 1,829,350 |
West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 296,594 | 347,645 | 833,507 | 881,353 |
Aggregates [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 970,528 | 1,033,438 | 2,780,243 | 2,787,019 |
Aggregates [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1],[2] | 1,048,962 | 1,133,085 | 2,987,784 | 3,030,111 |
Aggregates [Member] | Intersegment Sales [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | (78,434) | (99,647) | (207,541) | (243,092) |
Aggregates [Member] | East [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 360,985 | 387,291 | 951,090 | 951,543 |
Aggregates [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 535,215 | 565,607 | 1,596,321 | 1,615,987 |
Aggregates [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 152,762 | 180,187 | 440,373 | 462,581 |
Asphalt [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 235,201 | 270,237 | 597,940 | 649,490 |
Asphalt [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1],[3] | 235,201 | 270,237 | 597,940 | 649,490 |
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] | 46,212 | 59,156 | 102,053 | 123,764 |
Asphalt [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 55,894 | 63,803 | 140,253 | 157,581 |
Asphalt [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 133,095 | 147,278 | 355,634 | 368,145 |
Concrete [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 102,807 | 112,964 | 298,255 | 300,369 |
Concrete [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 102,807 | 112,964 | 298,255 | 300,369 |
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] | 73,181 | 74,446 | 206,954 | 200,033 |
Concrete [Member] | Gulf Coast [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 18,889 | 18,338 | 53,801 | 49,709 |
Concrete [Member] | West [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 10,737 | 20,180 | 37,500 | 50,627 |
Calcium [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 1,354 | 2,119 | 5,269 | 6,073 |
Calcium [Member] | Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 1,354 | 2,119 | 5,269 | 6,073 |
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] | 1,354 | 2,119 | 5,269 | 6,073 |
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 and Texas 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 | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [1] | $ 1,309,890 | $ 1,418,758 | $ 3,681,707 | $ 3,742,951 |
Freight & Delivery Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [2] | (187,562) | (206,929) | (566,785) | (566,330) |
Total Revenues Excluding Freight & Delivery [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 1,122,328 | $ 1,211,829 | $ 3,114,922 | $ 3,176,621 | |
[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 and Texas 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES [Abstract] | ||||
Balance at beginning of period | $ 181,963 | $ 189,052 | $ 185,339 | $ 192,783 |
Revenue recognized from deferred revenue | (2,046) | (2,125) | (5,422) | (5,856) |
Balance at end of period | $ 179,917 | $ 186,927 | $ 179,917 | $ 186,927 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of Rabbi Trusts established | item | 2 | |
Net gains (losses) of the Rabbi Trust investments | $ 1,352 | $ 2,843 |
Unrealized net gains (losses) of the Rabbi Trust investments | $ 1,360 | $ 2,879 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value Measurement on Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 24,447 | $ 22,883 | $ 22,667 |
Level 1 [Member] | Mutual Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 24,447 | 22,883 | 22,667 |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 1,581 | 1,340 | 190 |
Level 2 [Member] | Money Market Mutual Fund [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 1,581 | $ 1,340 | $ 190 |
DERIVATIVE INSTRUMENTS (Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
May 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Derivative [Line Items] | ||||||
Interest rate hedges | $ (24,294) | $ (10,953) | $ (11,011) | |||
Total long-term debt - face value | 3,357,906 | 2,846,373 | 2,846,378 | |||
3.50% notes due 2030 [Member] | ||||||
Derivative [Line Items] | ||||||
Period of debt | 10 years | |||||
Designated as Hedging Instrument [Member] | Cash Flow Hedges [Member] | Interest Rate Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Cash payments for interest rate swap agreements | $ 19,863 | |||||
Estimated amount of pretax loss in AOCI reclassified to earnings for the next 12-month period | (1,937) | |||||
Interest rate reclassified to interest expense, ineffective portion | $ 993 | |||||
Notes [Member] | ||||||
Derivative [Line Items] | ||||||
Total long-term debt - face value | 3,357,906 | |||||
Notes [Member] | 3.50% notes due 2030 [Member] | ||||||
Derivative [Line Items] | ||||||
Total long-term debt - face value | $ 750,000 | $ 750,000 | $ 0 | $ 0 | ||
Interest rate | 3.50% | 3.50% |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
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) | $ (473) | $ (78) | $ (1,810) | $ (229) |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2020USD ($) | May 31, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||||
Discounts and debt issuance costs | $ 6,028 | $ 3,730 | |||||
Total long-term debt - face value | 3,357,906 | 2,846,378 | $ 2,846,373 | ||||
Net proceeds | $ 741,417 | ||||||
Repayment of long-term debt | 250,018 | 17 | |||||
Short-term debt | 0 | 0 | 0 | ||||
Proceeds from issuance of long-term debt | $ 750,000 | 0 | |||||
Term Loan Due April 2021 [Member] | Term Loan Due [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing capacity | $ 500,000 | $ 500,000 | |||||
Repayments of debt | $ 250,000 | ||||||
Investment-Grade Type Covenants Governed [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of indentures with customary investment-grade type covenants | item | 3 | ||||||
Bank Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Transaction fees | $ 4,632 | ||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||
Commitment fee | 0.175% | ||||||
Line of credit number of primary negative covenants | item | 2 | ||||||
Number of quarters debt to EBITDA maximum ratio limit on certain acquisitions | item | 4 | ||||||
Debt issued, term | 5 years | ||||||
Bank Line of Credit [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 1.375% | ||||||
Bank Line of Credit [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 0.375% | ||||||
Bank Line of Credit [Member] | Delayed Draw Term Loan And Line Of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing capacity | $ 943,371 | ||||||
Short-term debt | $ 0 | ||||||
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 | $ 56,629 | ||||||
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] | Term Loan Due April 2021 [Member] | Term Loan Due [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Short-term debt | $ 750,000 | ||||||
Maximum [Member] | Bank Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt to EBITDA ratio | 3.50 | ||||||
Commitment fee | 0.275% | ||||||
Maximum [Member] | Bank Line of Credit [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 1.875% | ||||||
Maximum [Member] | Bank Line of Credit [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 0.875% | ||||||
Minimum [Member] | Bank Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee | 0.125% | ||||||
Minimum [Member] | Bank Line of Credit [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 1.125% | ||||||
Minimum [Member] | Bank Line of Credit [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on borrowing rate | 0.125% | ||||||
Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total long-term debt - face value | $ 3,357,906 | ||||||
Notes [Member] | Investment-Grade Type Covenants Governed [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total long-term debt - face value | 3,346,188 | ||||||
Notes [Member] | 3.50% notes due 2030 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total long-term debt - face value | $ 750,000 | $ 750,000 | 0 | 0 | |||
Maturity year | 2030 | 2030 | |||||
Interest rate | 3.50% | 3.50% | |||||
Notes [Member] | Floating-Rate Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total long-term debt - face value | $ 250,000 | $ 0 | 250,000 | 250,000 | |||
Maturity year | 2020 | ||||||
Repayment of long-term debt | $ 250,000 | ||||||
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 | ||||||
Face value | $ 500,000 |
DEBT (Debt) (Details)
DEBT (Debt) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
May 31, 2020 | Sep. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | ||
Debt Instrument [Line Items] | ||||||
Total short-term debt | $ 0 | $ 0 | $ 0 | |||
Total long-term debt - face value | 3,357,906 | 2,846,373 | 2,846,378 | |||
Unamortized discounts and debt issuance costs | (71,399) | (62,033) | (63,286) | |||
Total long-term debt - book value | 3,286,507 | 2,784,340 | 2,783,092 | |||
Less current maturities | 509,435 | 25 | 24 | |||
Total long-term debt - reported value | 2,777,072 | 2,784,315 | 2,783,068 | |||
Estimated fair value of long-term debt | 3,341,097 | 3,073,693 | 3,036,337 | |||
Term Loan Due [Member] | Term Loan Due April 2021 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total short-term debt | $ 750,000 | |||||
Bank Line of Credit [Member] | Bank Line Of Credit Due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total short-term debt | [1] | $ 0 | 0 | 0 | ||
Maturity year | [1] | 2025 | ||||
Bank Line of Credit [Member] | Bank Line Of Credit Due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | [1] | $ 0 | 0 | 0 | ||
Maturity year | [1] | 2025 | ||||
Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | $ 3,357,906 | |||||
Notes [Member] | Floating-Rate Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | $ 250,000 | $ 0 | 250,000 | 250,000 | ||
Maturity year | 2020 | |||||
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 | 1.10% | |||||
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] | 3.50% notes due 2030 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | $ 750,000 | $ 750,000 | 0 | 0 | ||
Interest rate | 3.50% | 3.50% | ||||
Maturity year | 2030 | 2030 | ||||
Effective interest rate | 3.94% | |||||
Notes [Member] | 7.15% notes due 2037 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | $ 129,239 | 129,239 | 129,239 | |||
Interest rate | 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 | 460,948 | |||
Interest rate | 4.70% | |||||
Maturity year | 2048 | |||||
Effective interest rate | 5.42% | |||||
Other Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt - face value | $ 11,718 | $ 185 | $ 191 | |||
Effective interest rate | 0.86% | |||||
Bank Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,000,000 | |||||
[1] | Borrowings on the bank line of credit are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months. |
DEBT (Standby Letters of Credit
DEBT (Standby Letters of Credit) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||||||
Reclamation/restoration requirements | $ 258,948 | $ 263,748 | $ 210,323 | $ 224,067 | $ 223,497 | $ 225,726 |
Standby Letters of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Risk management insurance | 49,531 | |||||
Reclamation/restoration requirements | 7,098 | |||||
Total | $ 56,629 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||||
Oct. 31, 2018mi | Dec. 31, 2017 | Sep. 30, 2017item | Mar. 31, 2016mi | May 31, 2007entitymi | Sep. 30, 2020USD ($)defendantitem | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||||||||||
Asset retirement obligations | $ 258,948 | $ 263,748 | $ 210,323 | $ 224,067 | $ 223,497 | $ 225,726 | |||||
Number of groundwater extraction wells | item | 2 | ||||||||||
Contingency loss | 0 | ||||||||||
Operating lease liabilities | $ 443,770 | $ 418,013 | $ 421,361 | ||||||||
Parent Company [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Judge ruled allocation of fault among defendants, percentage | 15.00% | ||||||||||
Texas Brine [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | defendant | 3 | ||||||||||
New York Water District Cases [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of cases | item | 27 | ||||||||||
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 | ||||||||||
LADWP [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of planned new treatment capabilities | 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 | $ 56,629 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Accrued Environmental Remediation Costs) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Loss Contingencies [Line Items] | |||
Accrued Environmental Remediation Costs | $ 36,994 | $ 41,401 | $ 44,531 |
Continuing Operations [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued Environmental Remediation Costs | 26,094 | 30,429 | 33,706 |
Retained From Former Chemicals Business [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued Environmental Remediation Costs | $ 10,900 | $ 10,972 | $ 10,825 |
ASSET RETIREMENT OBLIGATIONS (N
ASSET RETIREMENT OBLIGATIONS (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)apropertyitem | Sep. 30, 2019USD ($) | |
Asset Retirement Obligations [Line Items] | ||||
Reclamation activities | $ 2,459 | $ 2,684 | $ 11,047 | $ 9,650 |
California [Member] | ||||
Asset Retirement Obligations [Line Items] | ||||
Reclamation activities | $ 2,358 | $ 2,403 | ||
Adjacent aggregates sites | property | 2 | |||
Property, acres | a | 90 | |||
Number of aggregates locations | item | 3 |
ASSET RETIREMENT OBLIGATIONS (A
ASSET RETIREMENT OBLIGATIONS (Asset Retirement Obligations Operating Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
Accretion | $ 3,115 | $ 2,744 | $ 9,270 | $ 8,194 |
Depreciation | 2,123 | 1,720 | 6,022 | 5,361 |
Total | $ 5,238 | $ 4,464 | $ 15,292 | $ 13,555 |
ASSET RETIREMENT OBLIGATIONS (R
ASSET RETIREMENT OBLIGATIONS (Reconciliations of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
Balance at beginning of period | $ 263,748 | $ 223,497 | $ 210,323 | $ 225,726 |
Liabilities incurred | 353 | 0 | 353 | 263 |
Liabilities settled | (2,459) | (2,684) | (11,047) | (9,650) |
Accretion expense | 3,115 | 2,744 | 9,270 | 8,194 |
Revisions, net | (5,809) | 510 | 50,049 | (466) |
Balance at end of period | $ 258,948 | $ 224,067 | $ 258,948 | $ 224,067 |
BENEFIT PLANS (Narrative) (Deta
BENEFIT PLANS (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)entity | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)entity | Sep. 30, 2019USD ($) | |
BENEFIT PLANS [Abstract] | ||||
Number of funded, noncontributory defined benefit pension plans | 3 | |||
Number of unfunded, nonqualified pension plans | 3 | |||
Number of defined contribution plans | 2 | 2 | ||
Number of union that continues to add new participants | 2 | 2 | ||
Normal retirement age | 65 years | |||
Expense recognized related to defined contribution plans | $ | $ 13,707 | $ 13,646 | $ 37,574 | $ 41,246 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Components of Net Periodic Benefit Cost | ||||
Service cost | $ 1,331 | $ 1,248 | $ 3,993 | $ 3,746 |
Interest cost | 7,531 | 9,410 | 22,593 | 28,230 |
Expected return on plan assets | (12,485) | (11,938) | (37,454) | (35,813) |
Amortization of prior service cost | 335 | 335 | 1,005 | 1,005 |
Amortization of actuarial loss | 3,140 | 1,358 | 9,419 | 4,074 |
Net periodic benefit cost (credit) | (148) | 413 | (444) | 1,242 |
Pretax reclassification from AOCI included in net periodic pension benefit cost | $ 3,475 | $ 1,693 | $ 10,424 | $ 5,079 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Components of Net Periodic Benefit Cost | ||||
Service cost | $ 380 | $ 329 | $ 1,140 | $ 988 |
Interest cost | 242 | 347 | 727 | 1,041 |
Amortization of prior service credit | (980) | (980) | (2,939) | (2,939) |
Amortization of actuarial gain | (201) | (327) | (604) | (981) |
Net periodic benefit cost (credit) | (559) | (631) | (1,676) | (1,891) |
Pretax reclassifications from AOCI included in net periodic postretirement benefit credit | $ (1,181) | $ (1,307) | $ (3,543) | $ (3,920) |
OTHER COMPREHENSIVE INCOME (Acc
OTHER COMPREHENSIVE INCOME (Accumulated Other Comprehensive Income, Net of Tax) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
OTHER COMPREHENSIVE INCOME [Abstract] | |||
Interest rate hedges | $ (24,294) | $ (10,953) | $ (11,011) |
Pension and postretirement plans | (181,701) | (186,785) | (160,179) |
Total | $ (205,995) | $ (197,738) | $ (171,190) |
OTHER COMPREHENSIVE INCOME (Cha
OTHER COMPREHENSIVE INCOME (Changes in Accumulated Other Comprehensive Income, Net of Tax) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | $ (197,738) |
Other comprehensive income (loss) before reclassifications | (14,679) |
Amounts reclassified from AOCI | 6,422 |
Net current period OCI changes | (8,257) |
AOCI, Ending balance | (205,995) |
Interest Rate Hedge Losses [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | (10,953) |
Other comprehensive income (loss) before reclassifications | (14,679) |
Amounts reclassified from AOCI | 1,338 |
Net current period OCI changes | (13,341) |
AOCI, Ending balance | (24,294) |
Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
AOCI, Beginning balance | (186,785) |
Other comprehensive income (loss) before reclassifications | 0 |
Amounts reclassified from AOCI | 5,084 |
Net current period OCI changes | 5,084 |
AOCI, Ending balance | $ (181,701) |
OTHER COMPREHENSIVE INCOME (Amo
OTHER COMPREHENSIVE INCOME (Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ (35,782) | $ (32,197) | $ (100,509) | $ (98,165) |
Other nonoperating expense | 5,787 | 359 | 3,818 | 5,954 |
Benefit from income taxes | 56,984 | 53,472 | 130,530 | 111,764 |
Total | 199,788 | 215,713 | 469,962 | 476,569 |
Reclassification From AOCI [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total | 2,045 | 343 | 6,423 | 1,025 |
Interest Rate Hedge Losses [Member] | Reclassification From AOCI [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | 473 | 78 | 1,810 | 229 |
Benefit from income taxes | (123) | (21) | (472) | (60) |
Total | 350 | 57 | 1,338 | 169 |
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 | 2,294 | 386 | 6,881 | 1,159 |
Benefit from income taxes | (599) | (100) | (1,796) | (303) |
Total | $ 1,695 | $ 286 | $ 5,085 | $ 856 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) | 9 Months Ended | ||
Sep. 30, 2020item$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019$ / 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 | 8,064,851 |
EQUITY (Shares Purchased and Re
EQUITY (Shares Purchased and Retired) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
EQUITY [Abstract] | |||
Shares Purchased and Retired, Number | 214 | 19 | 19 |
Shares Purchased and Retired, Total purchase price | $ 26,132 | $ 2,602 | $ 2,602 |
Shares Purchased and Retired, Average cost per share | $ 121.92 | $ 139.90 | $ 139.90 |
EQUITY (Changes in Total Equity
EQUITY (Changes in Total Equity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
EQUITY [Abstract] | ||||
Balance at beginning of period | $ 5,764,151 | $ 5,371,447 | $ 5,621,857 | $ 5,202,903 |
Net earnings | 199,788 | 215,713 | 469,962 | 476,569 |
Share-based compensation plans, net of shares withheld for taxes | (617) | (12,091) | (17,157) | (37,528) |
Purchase and retirement of common stock | 0 | (2,602) | (26,132) | (2,602) |
Share-based compensation expense | 8,019 | 10,445 | 23,239 | 24,815 |
Cash dividends on common stock ($0.34/$0.31/$1.02/$0.93 per share, respectively) | (45,034) | (41,016) | (135,161) | (122,943) |
Other comprehensive income (expense) | 2,045 | 343 | (8,256) | 1,025 |
Balance at end of period | $ 5,928,352 | $ 5,542,239 | $ 5,928,352 | $ 5,542,239 |
Cash dividend on common stock, per share | $ 0.34 | $ 0.31 | $ 1.02 | $ 0.93 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
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 | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | $ 1,309,890 | $ 1,418,758 | $ 3,681,707 | $ 3,742,951 | ||
Gross profit | 380,498 | 400,643 | 978,740 | 962,820 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 100,962 | 96,247 | 295,912 | 278,925 | |||
Cash and cash equivalents and restricted cash | 1,084,730 | 91,102 | 1,084,730 | 91,102 | $ 274,506 | $ 44,404 | |
Total assets | 11,590,533 | 10,539,673 | 11,590,533 | 10,539,673 | $ 10,648,793 | ||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 1,388,324 | 1,518,405 | 3,889,248 | 3,986,043 | ||
Total assets | 10,375,417 | 10,310,394 | 10,375,417 | 10,310,394 | |||
Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | (78,434) | (99,647) | (207,541) | (243,092) | ||
Aggregates [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 970,528 | 1,033,438 | 2,780,243 | 2,787,019 | ||
Aggregates [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1],[2] | 1,048,962 | 1,133,085 | 2,987,784 | 3,030,111 | ||
Gross profit | 337,891 | 357,202 | 883,184 | 872,133 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 82,487 | 78,978 | 240,370 | 227,259 | |||
Total assets | [3] | 9,497,041 | 9,403,342 | 9,497,041 | 9,403,342 | ||
Aggregates [Member] | Intersegment Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | (78,434) | (99,647) | (207,541) | (243,092) | ||
Asphalt [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 235,201 | 270,237 | 597,940 | 649,490 | ||
Asphalt [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1],[4] | 235,201 | 270,237 | 597,940 | 649,490 | ||
Gross profit | 30,217 | 27,639 | 58,246 | 51,950 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 8,644 | 8,909 | 26,046 | 26,343 | |||
Total assets | [3] | 559,416 | 601,059 | 559,416 | 601,059 | ||
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] | 102,807 | 112,964 | 298,255 | 300,369 | ||
Concrete [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 102,807 | 112,964 | 298,255 | 300,369 | ||
Gross profit | 12,157 | 15,037 | 35,597 | 36,487 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 3,987 | 3,371 | 12,070 | 9,662 | |||
Total assets | [3] | 315,349 | 302,003 | 315,349 | 302,003 | ||
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] | 1,354 | 2,119 | 5,269 | 6,073 | ||
Calcium [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | [1] | 1,354 | 2,119 | 5,269 | 6,073 | ||
Gross profit | 233 | 765 | 1,713 | 2,250 | |||
Depreciation, Depletion, Accretion and Amortization (DDA&A) | 49 | 59 | 146 | 177 | |||
Total assets | [3] | 3,611 | 3,990 | 3,611 | 3,990 | ||
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) | 5,795 | 4,930 | 17,280 | 15,484 | |||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total assets | $ 130,386 | $ 138,177 | $ 130,386 | $ 138,177 | |||
[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 and Texas 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 (Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |||
Interest (exclusive of amount capitalized) | $ 75,058 | $ 85,140 | |
Income taxes | 72,544 | 46,955 | |
Accrued liabilities for purchases of property, plant & equipment | 16,765 | 28,828 | |
Recognition of new asset retirement obligations | 353 | 263 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | [1] | 43,665 | 438,517 |
Amounts referable to business acquisitions, Liabilities assumed | 5,637 | 3,525 | |
Amounts referable to business acquisitions, Consideration payable to seller | 8,980 | 0 | |
Amounts referable to business acquisitions, Fair value of noncash assets and liabilities exchanged | 21,214 | 0 | |
Debt issued for purchases of property, plant & equipment | $ 2,571 | $ 0 | |
[1] | The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases.” |
GOODWILL (Narrative) (Details)
GOODWILL (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
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 | 9 Months Ended | |
Sep. 30, 2020USD ($) | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $ 3,167,061 | |
Goodwill of acquired businesses | 5,051 | [1] |
Goodwill, Ending balance | 3,172,112 | |
Aggregates [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 3,075,428 | |
Goodwill of acquired businesses | 5,051 | [1] |
Goodwill, Ending balance | 3,080,479 | |
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 recent acquisitions. |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | ||
Significant Acquisitions and Disposals [Line Items] | |||||||
Cash consideration | $ 5,668,000 | $ (1,122,000) | |||||
Number of facilities divested | item | 2 | ||||||
Goodwill | [1] | $ 5,051,000 | |||||
Gain on sale of property, plant & equipment and businesses | $ 1,576,000 | $ 234,000 | 2,317,000 | 10,982,000 | |||
Assets held for sale | $ 0 | $ 0 | 0 | $ 0 | $ 0 | ||
Acquisitions 2020 [Member] | |||||||
Significant Acquisitions and Disposals [Line Items] | |||||||
Total consideration | 35,862,000 | ||||||
Amortizable intangible assets recognized | $ 39,779,000 | ||||||
Estimated weighted-average amortization period of intangible assets | 20 years | ||||||
Goodwill | $ 5,051,000 | ||||||
Acquisitions 2019 [Member] | |||||||
Significant Acquisitions and Disposals [Line Items] | |||||||
Total consideration | 45,273,000 | ||||||
Amortizable intangible assets recognized | $ 25,443,000 | ||||||
Estimated weighted-average amortization period of intangible assets | 19 years 6 months | ||||||
Intangible assets amortization period, tax purposes | 15 years | ||||||
New Mexico [Member] | |||||||
Significant Acquisitions and Disposals [Line Items] | |||||||
Supply agreement period | 20 years | ||||||
Georgia [Member] | |||||||
Significant Acquisitions and Disposals [Line Items] | |||||||
Gain on sale of property, plant & equipment and businesses | $ 4,064,000 | ||||||
[1] | See Note 16 for a summary of recent acquisitions. |