VMC · Vulcan Materials

335 filings

VMC SEC Filings

Vulcan Materials - 335 total filings

Filing record · 2016–202610-K1110-Q338-K128

Showing 1–50 of 335 filings

Vulcan Materials 8-K Report, Mine Safety Disclosure (Oct 30, 2026)

Vulcan Materials Company (NYSE: VMC) filed a Form 8-K dated October 30, 2026, reporting an event that occurred on October 27, 2026 under Item 1.04 (Mine Safety). On that date, Calmat Co., a Company subsidiary, received an imminent danger order from the Mine Safety and Health Administration under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Lexington Quarry in Los Gatos, California. The order was issued to remove personnel exposed to fall hazards while maintenance was being performed. The filing states that no injuries occurred and that the Company promptly took corrective action to protect the personnel and terminate the order. The filing is limited to this mine safety disclosure and contains no financial results, guidance, or other financial information. For investors, the matter appears operational in nature, with no injuries reported and the order terminated.

Oct 30, 2026 10-Q

Vulcan Materials Quarterly Report for Q3 Ended Sep 30, 2026

Vulcan Materials Company reported lower third-quarter 2026 results, with total revenues of $2,184.6 million, down 5% from $2,291.5 million a year earlier, and gross profit of $665.6 million, down $31.6 million or 5%. Net earnings attributable to Vulcan were $362.3 million, or $2.80 per diluted share, versus $2.82 in the prior-year quarter. Adjusted EBITDA was $706.7 million, a decrease of $28.5 million or 4%. Aggregates freight-adjusted sales prices rose 3.8% per ton, but aggregates shipments fell 3%, and energy and diesel costs weighed on unit costs. Over the first nine months, revenues rose 1% to $6,096.3 million and diluted EPS was $6.53 versus $6.21. Adjusted diluted EPS from continuing operations was $6.76 versus $6.29. Cash generation weakened over the nine months. Net cash provided by operating activities was $971.0 million, a decrease of $299.0 million, driven mainly by working capital and deferred taxes. Vulcan returned $952.1 million to shareholders, including $749.8 million of share repurchases and $202.3 million of dividends. Total debt rose to $4,680.6 million, reflecting $315.0 million of commercial paper and $400.0 million of current maturities due in the second quarter of 2027. The company reports total debt to trailing-twelve-month Adjusted EBITDA of 2.0 times, within its target range of 2.0 to 2.5 times. Management expects approximately $2.4 billion of full-year 2026 Adjusted EBITDA. The filing also details several contingencies. A NAFTA arbitration tribunal found Mexico violated NAFTA but awarded negligible damages, and Vulcan filed a new ICSID arbitration in October 2026. A dispute with the Los Angeles Department of Water and Power over the Hewitt Landfill could produce a material loss in the near term, although a range cannot yet be estimated. Calica faces a Mexican tax claim that could cost about $35 million if Vulcan is unsuccessful.

Oct 29, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 29, 2026)

Vulcan Materials Company (VMC) reported third-quarter 2026 results on October 29, 2026, per Exhibit 99.1 furnished with this Form 8-K. Third-quarter total revenues were $2,185 million versus $2,292 million a year earlier, and gross profit was $666 million versus $697 million. Net earnings attributable to Vulcan were $362 million, compared with $375 million, and Adjusted EBITDA was $707 million, compared with $735 million, for an Adjusted EBITDA margin of 32.3% versus 32.1%. Diluted EPS from continuing operations was $2.81 versus $2.83, and adjusted diluted EPS was $2.83 versus $2.84. Aggregates shipments fell to 62.7 million tons from 64.7 million, while freight-adjusted sales price per ton rose to $22.84 from $22.01 and gross profit per ton held at $9.46. Management highlighted energy-cost headwinds offset by pricing and cost actions. Freight-adjusted unit cash cost of sales rose $0.72 per ton, and the company completed two bolt-on aggregates acquisitions in Tennessee and southern Ohio during the quarter. Capital returns in the quarter totaled $417 million, including $350 million of share repurchases and $67 million of dividends. As of September 30, 2026, total debt to trailing-twelve-months Adjusted EBITDA was 2.0 times, within the company's 2.0 to 2.5 times target range, and trailing-twelve-months return on invested capital was 15.9%. For the full year 2026, the company expects approximately $2.4 billion of Adjusted EBITDA, with projected net earnings attributable to Vulcan of $1,120 million. Management anticipates a continuation of the current demand environment in 2027, with mid- to high-single-digit pricing gains in aggregates and another year of earnings growth.

Oct 29, 2026 8-K

Vulcan Materials 8-K Report, Executive Changes (Oct 22, 2026)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K dated October 22, 2026, reporting an event from October 19, 2026. The filing discloses a single item, Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing states that on October 19, 2026, David P. Clement, Senior Vice President of Operations Support and Procurement, notified Vulcan that he intends to retire from that position in the first quarter of 2027. The filing does not disclose any successor, compensation arrangements, or financial results. For investors, this is a routine executive transition notice. The filing contains no financial figures and does not indicate any impact on operations, guidance, or financial condition beyond the planned departure of a senior operations and procurement executive.

Oct 22, 2026 10-Q

Vulcan Materials Quarterly Report for Q2 Ended Jun 30, 2026

Vulcan Materials Company (VMC) reported second-quarter 2026 total revenues of $2,155.8 million, up from $2,102.4 million a year earlier, with net earnings attributable to Vulcan of $323.4 million, or $2.48 per diluted share, compared with $320.9 million, or $2.42 per diluted share, in the second quarter of 2025. Operating earnings declined to $455.5 million from $471.0 million, mainly because of a $11.3 million loss on sale of property, plant and equipment and businesses and higher other operating expense. Adjusted diluted EPS from continuing operations was $2.59 versus $2.45, and Adjusted EBITDA was $654.0 million, down from $659.5 million. Aggregates drove results: segment gross profit rose to $567.3 million ($9.47 per ton), freight-adjusted selling prices increased 3.9%, and shipments rose 1%, while asphalt and concrete gross profit declined after the divestiture of California ready-mixed concrete operations. For the first six months, net earnings attributable to Vulcan were $488.9 million, or $3.74 per diluted share, versus $449.8 million, or $3.38 per diluted share, and cash provided by operating activities was $584.6 million. Investing cash flow was positive at $144.8 million, reflecting $572.1 million of cash proceeds from business sales, partly offset by $370.4 million of capital expenditures and $75.0 million for acquisitions. Shareholders received $535.2 million through dividends and $399.8 million of share repurchases. Total debt was $4,364.3 million, and the ratio of total debt to trailing-twelve-months Adjusted EBITDA was 1.9 times. Management reiterated its full-year 2026 Adjusted EBITDA outlook of $2.4 to $2.6 billion. The filing also discloses that on July 27, 2026, the NAFTA arbitration tribunal ruled that Mexico violated NAFTA in several respects, but the monetary damages awarded to Vulcan were negligible, and the tribunal found the ancillary claim outside its jurisdiction. The company reported no material impact from this decision on the period's financial statements. The Hewitt Landfill matter with the Los Angeles Department of Water and Power is unresolved, and the filing states that a reasonably possible material loss could be recognized in the near term.

Jul 29, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Jul 29, 2026)

Vulcan Materials Company (VMC) reported second-quarter 2026 results on July 29, 2026, furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. Total revenues were $2,155.8 million versus $2,102.4 million in the prior-year quarter, gross profit was $625.5 million versus $625.2 million, and net earnings attributable to Vulcan were $323.4 million versus $320.9 million. Adjusted EBITDA was $654.0 million, with an adjusted EBITDA margin of 30.3 percent versus 31.4 percent a year earlier. Diluted earnings per share from continuing operations were $2.47, compared with $2.43, and adjusted diluted EPS from continuing operations was $2.59, compared with $2.45. The Aggregates segment was the main driver. Aggregates gross profit was $567.3 million ($9.47 per ton) and cash gross profit was $720.1 million ($12.02 per ton). Freight-adjusted selling prices rose 5 percent on a mix-adjusted basis, and shipments increased 1 percent, though Texas and certain Southeastern markets were hurt by rainfall. Freight-adjusted unit cash cost of sales rose 7 percent, or $0.72 per ton, and rose 3 percent excluding higher diesel costs. The company completed the divestiture of its California ready-mixed concrete business in early June 2026 and acquired a quarry in southern Colorado and a rail yard in Dallas-Fort Worth from Brannan Sand & Gravel. Capital allocation and balance sheet items were also disclosed. Capital expenditures were $176 million in the quarter, and the company returned $318 million to shareholders through $250 million of share repurchases and $68 million of dividends. Total debt to trailing-twelve-month Adjusted EBITDA was 1.9 times, below the company's stated 2.0 to 2.5 times target range. Management reiterated full-year 2026 Adjusted EBITDA guidance of $2.4 to $2.6 billion.

Jul 29, 2026 8-K

Vulcan Materials 8-K Report, Corporate Update (Jul 27, 2026)

Vulcan Materials Company filed a Form 8-K on July 27, 2026 to report an update on its North American Free Trade Agreement (NAFTA) arbitration against Mexico, originally filed in 2018. The company attached a press release (Exhibit 99.1) and stated that the NAFTA tribunal has issued its decision in the arbitration. According to the filing, the tribunal found that Mexico violated NAFTA in several respects, but the tribunal's award of monetary damages to Vulcan was negligible. The arbitration concerns Mexico's repudiation of an agreement to unlock a portion of Vulcan's aggregates reserves in Mexico and the arbitrary shutdown of the company's quarrying operations in that country. The filing states that the Decision will remain confidential until it becomes publicly available, in accordance with applicable rules, so the full text of the ruling is not yet available to investors. The filing also notes that Vulcan will host its second quarter earnings conference call at 9:00 a.m. CT on July 29, 2026, as previously scheduled. Investors seeking the company's view of the financial impact of the arbitration outcome may look to that call and to subsequent filings.

Jul 27, 2026 8-K

Vulcan Materials 8-K Report, Executive Changes (May 11, 2026)

Vulcan Materials Company (VMC) filed this Form 8-K on May 11, 2026 to report two items. First, Thompson S. Baker II, President of the Company, notified the Company that he will retire from that position effective July 15, 2026. Second, the filing reports the results of the Company's annual meeting of shareholders held on May 8, 2026, at which 119,028,883 of 130,462,251 eligible shares were represented, constituting a quorum. At the annual meeting, shareholders elected all five director nominees to three-year terms expiring in 2029: Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation, with 108,975,317 shares voted for and 3,698,724 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 113,884,236 shares voted for and 5,106,545 against. For investors, the most notable item is the planned retirement of the President, effective July 15, 2026, which is a leadership transition. The shareholder votes show broad support for the board nominees, the executive compensation program, and the auditor appointment, though Mr. Prokopanko received the largest number of votes against among the directors (8,142,333).

May 11, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Apr 29, 2026)

Vulcan Materials Company reported first-quarter 2026 results on April 29, 2026, per Item 2.02 of this Form 8-K, with the full press release furnished as Exhibit 99.1. Total revenues were $1,755.9 million, up from $1,634.6 million a year earlier, and gross profit was $422.7 million versus $365.3 million. Net earnings attributable to Vulcan were $165.5 million compared with $128.9 million, and diluted earnings per share from continuing operations were $1.27 versus $0.98. Adjusted EBITDA was $447.1 million (25.5% margin) versus $410.9 million (25.1%), and the company stated Adjusted EBITDA grew 9 percent. Adjusted diluted EPS from continuing operations was $1.35 compared with $1.00. In the Aggregates segment, gross profit rose 12 percent to $400 million ($8.01 per ton), shipments increased 5 percent to 50.0 million tons, and freight-adjusted selling prices rose 3.5 percent on a reported basis ($22.80 per ton). Management attributed the results to price increases effective at the start of the year and cost control, and noted the prior-year quarter was hurt by severe winter weather. The company said the disposition of its California ready-mixed concrete business is expected to close in the second quarter, subject to regulatory approvals. Vulcan reiterated its full-year 2026 Adjusted EBITDA outlook of $2.4 to $2.6 billion and cited geopolitical uncertainty, including the Middle East conflict, as a monitored risk. Balance sheet and capital return metrics remained solid. Total debt to trailing-twelve-month Adjusted EBITDA was 1.9 times, below the company's 2.0 to 2.5 times target range, and return on average invested capital was 16.0 percent. In the quarter, Vulcan spent $176.5 million on purchases of property, plant and equipment, repurchased $149.5 million of common stock, and paid $67.9 million in dividends. Short-term debt rose to $197.0 million from zero at year-end 2025.

Apr 29, 2026 10-Q

Vulcan Materials Quarterly Report for Q1 Ended Mar 31, 2026

Vulcan Materials Company (VMC) reported first-quarter 2026 total revenues of $1,755.9 million, up from $1,634.6 million a year earlier, and net earnings attributable to Vulcan of $165.5 million, compared with $128.9 million. Diluted EPS was $1.26 versus $0.97. Operating earnings rose to $265.4 million from $226.4 million, and gross profit increased to $422.7 million. Results included $8.6 million of CEO transition and reorganization charges. Adjusted EBITDA was $447.1 million, up from $410.9 million, and Adjusted diluted EPS from continuing operations was $1.35 versus $1.00. The company reiterated its full-year 2026 outlook for Adjusted EBITDA of $2.4 to $2.6 billion. Cash provided by operating activities was $241.1 million, slightly lower than the prior year, largely due to working capital changes. Capital expenditures were $176.5 million in investing cash outflows. Vulcan returned $217.4 million to shareholders through $67.9 million in dividends and $149.5 million in share repurchases. The company took on $197.0 million of commercial paper, and total debt was $4,560.0 million at March 31, 2026, against cash of $143.7 million, for a total debt to trailing-twelve-month Adjusted EBITDA ratio of 1.9 times. The filing also flags several contingencies. These include a pending NAFTA arbitration decision on the Calica operations in Mexico, which the company expects during 2026, and a dispute with the Los Angeles Department of Water and Power over the Hewitt Landfill, where the company said an estimated material loss could be recognized in the near term. A California ready-mixed concrete divestiture is held for sale, with closing expected in the first half of 2026.

Apr 29, 2026 8-K

Vulcan Materials 8-K Report, Regulation FD Disclosure (Mar 12, 2026)

Vulcan Materials Company (VMC) furnished a slide presentation from its March 12, 2026 Investor Day, titled "Winning the Future in Aggregates," as Exhibit 99.1 to this Form 8-K under Item 7.01 (Regulation FD Disclosure). The filing is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation positions Vulcan as the most aggregates-focused U.S. public company, with 425 aggregates operations in 23 states, 16.6 billion tons of permitted aggregates reserves (more than 70 years), 227 million tons shipped, $7.9 billion in revenue, $2.3 billion in Adjusted EBITDA, and $11.33 per ton Cash Gross Profit, all as of December 31, 2025. Aggregates accounted for 90% of reported gross profit over the 20-year average. Management highlighted that aggregates cash gross profit per ton reached the $11-12 target set at the 2022 Investor Day, and presented a long-term target of $20 per ton at 260-270 million tons. The presentation shows a 2026 EBITDA guidance midpoint of $4.5 to $5.0 billion, with growth drivers including volume, downstream products and SG&A discipline, alongside M&A and greenfield expansion. Since 2022, the company reports $3 billion invested in acquisitions and $1.5 billion in divestment proceeds, including the pending divestiture of its California ready-mixed concrete business, which is expected to close in the second quarter of 2026. For investors, the presentation frames the company's outlook around operational efficiency (Process Intelligence, plant utilization), commercial execution (Vulcan Way of Selling), a pipeline of 17 greenfield projects, and public infrastructure and data-center demand. It also reports capital returns of $1.44 billion in share repurchases and $707 million in dividends over 2023-2025, and a Net Debt to Adjusted EBITDA ratio of 1.8x. The 8-K itself contains only the cover disclosure; the detailed figures come from the attached slides.

Mar 12, 2026 10-K

Vulcan Materials Annual Report, Year Ended Dec 31, 2025

Vulcan Materials Company (VMC) reported a strong 2025 in its Form 10-K filed February 19, 2026. Total revenues rose $523.4 million, or 7%, to $7,941.1 million, and gross profit increased $175.0 million, or 9%, to $2,174.6 million. Operating earnings grew $255.1 million, or 19%, to $1,619.6 million. Net earnings attributable to Vulcan were $1,076.7 million ($8.11 per diluted share), up 18%, and Adjusted EBITDA rose 13% to $2,323.6 million. Management attributed the results to higher aggregates pricing and shipments, with aggregates cash gross profit per ton up 7% to $11.33. The Aggregates segment drove results, with segment sales up 6% to $6,297.2 million and freight-adjusted sales price up 4.3% to $21.98 per ton on 226.8 million tons shipped. Management guides 2026 to net earnings attributable to Vulcan of $1,100 million to $1,300 million and Adjusted EBITDA of $2,400 million to $2,600 million, with freight-adjusted price improvement of 4% to 6% and capital spending of $750 million to $800 million. The company also agreed to divest its California ready-mixed concrete business and sold its Houston asphalt operations in 2025. Key risks disclosed include the halted operations at Calica in Mexico, where the Mexican government issued shutdown and protected-area decrees, and a pending NAFTA arbitration decision expected in the first half of 2026. The filing also describes the Hewitt Landfill environmental matter, including a LADWP contribution demand presented in January 2026 for which the company cannot reasonably estimate a loss range. Balance sheet metrics were 1.9 times total debt to Adjusted EBITDA and 1.8 times on a net debt basis, with 2025 returns to shareholders of $698.2 million through dividends and share repurchases.

Feb 19, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 17, 2026)

Vulcan Materials Company (NYSE: VMC) reported fourth quarter and full year 2025 results on February 17, 2026, as furnished in Exhibit 99.1 to this Form 8-K. For full year 2025, total revenues were $7.94 billion versus $7.42 billion in 2024, gross profit was $2.18 billion versus $2.00 billion, and net earnings attributable to Vulcan were $1.08 billion versus $912 million. Adjusted EBITDA rose to $2.32 billion from $2.06 billion, with Adjusted EBITDA margin of 29.3 percent versus 27.7 percent. Diluted earnings per share from continuing operations were $8.15 versus $6.91, and adjusted diluted EPS was $8.00 versus $7.53. Cash provided by operating activities was $1.8 billion, a 29 percent increase. Aggregates results drove the year. Full year aggregates shipments increased 3 percent to 226.8 million tons, and freight-adjusted sales price per ton rose to $21.98. Cash gross profit per ton reached $11.33, an increase of 7 percent, which the company described as its twelfth consecutive quarter of at least high single-digit improvement on a trailing-twelve-months basis. Fourth quarter results were softer, with gross profit of $487 million versus $537 million in the prior year quarter and gross margin of 28.7 percent versus 33.0 percent. The company cited reported price impacts from unfavorable geographic and product mix. Full year SAG expense was $564 million, or 7.1 percent of revenues. Management guided 2026 Adjusted EBITDA to between $2.4 and $2.6 billion and net earnings attributable to Vulcan to $1.1 to $1.3 billion. Its aggregates outlook calls for total shipments up 1 to 3 percent and freight-adjusted price improvement of 4 to 6 percent. The company also completed the disposition of its asphalt and construction services assets in the greater Houston market and agreed to sell its California ready-mixed concrete businesses, with that transaction expected to close in the second quarter of 2026. Year-end total debt to Adjusted EBITDA was 1.9 times, and return on average invested capital on a trailing-twelve-months basis was 15.7 percent.

Feb 17, 2026 8-K

Vulcan Materials 8-K Report, Executive Changes (Dec 12, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K dated December 12, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that Stanley G. Bass, Chief Strategy Officer, notified Vulcan on December 10, 2025, that he will retire from that position effective April 30, 2026. On December 12, 2025, upon the recommendation of the Compensation & Human Capital Committee, the Board of Directors approved prorating Mr. Bass's current base salary through April 30, 2026. His short-term and long-term incentive opportunities, expressed as percentages of base salary, will remain unchanged for 2026. The filing is a routine executive transition disclosure. It does not report financial results, guidance, or changes to operations, and investors should view it primarily as a planned leadership change in the strategy function with a defined retirement date.

Dec 12, 2025 8-K

Vulcan Materials 8-K/A Report, Executive Changes (Dec 12, 2025)

Vulcan Materials Company (VMC) filed Amendment No. 1 to its Form 8-K from October 14, 2025, to update the Item 5.02 disclosure on executive leadership and compensation. The amendment confirms the previously announced succession plan: Ronnie A. Pruitt, currently Chief Operating Officer, will become Chief Executive Officer effective January 1, 2026, and J. Thomas Hill will step down as CEO and continue as Executive Chairman of the Board. On December 12, 2025, the Board, on the recommendation of the Compensation & Human Capital Committee, approved compensation for both executives effective on the same date. Mr. Pruitt's package includes an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 700% of base salary. Mr. Hill's package includes an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 300% of base salary. The same day, the Board elected Mr. Pruitt as a director effective January 1, 2026. He will stand for re-election at the 2026 Annual Meeting of Shareholders. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K.

Dec 12, 2025 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Dec 8, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K under Item 1.04 (Mine Safety) to disclose an imminent danger order issued by the Mine Safety and Health Administration (MSHA) on December 5, 2025. The order was issued under section 107(a) of the Federal Mine Safety and Health Act of 1977 at the company's Norcross Quarry in Norcross, Georgia, operated by its subsidiary Vulcan Construction Materials, LLC. The order was issued to remove a third-party customer truck driver who was observed in the bed of his truck without fall protection. The filing states that no injuries occurred as a result of the incident and that the Company took corrective action with respect to it. The filing is narrow in scope and does not discuss any financial results, guidance, or material financial impact. For investors, the disclosure is primarily a safety-compliance event at a single quarry, reported as required under Item 1.04.

Dec 8, 2025 10-Q

Vulcan Materials Quarterly Report for Q3 Ended Sep 30, 2025

Vulcan Materials Company's Form 10-Q for the quarter ended September 30, 2025 shows continued earnings growth and margin expansion. Third-quarter total revenues were $2,291.5 million, up 14% from $2,003.9 million, and operating earnings rose to $543.2 million from $337.1 million. Net earnings attributable to Vulcan were $374.9 million, or $2.82 per diluted share, compared with $1.56 in the prior-year quarter. For the first nine months, net earnings attributable to Vulcan were $824.7 million, or $6.21 per diluted share, and cash provided by operating activities was $1,270.0 million versus $969.5 million a year earlier. Adjusted EBITDA was $735.2 million for the quarter and $1,805.6 million year to date, and the company reaffirmed 2025 projected Adjusted EBITDA of $2,350 million to $2,450 million. Balance sheet activity included repayment of the $400.0 million senior notes due 2025 and $550.0 million of commercial paper, leaving no commercial paper outstanding and total debt of $4,360.8 million at September 30, 2025, compared with $5,307.4 million at December 31, 2024. Total debt to trailing-twelve-month Adjusted EBITDA was 1.9 times, and net debt to that measure was 1.8 times. The line of credit had $1,576.7 million of available capacity. Dividends paid were $195.4 million year to date. The filing also discloses portfolio changes and open legal matters. Subsequent to quarter end, Vulcan completed the disposition of its Texas asphalt and construction services assets, and on October 28, 2025 it agreed to sell its California ready-mixed concrete businesses, with closing expected in the fourth quarter of 2025. Legal matters include the Calica NAFTA arbitration, for which a tribunal decision was expected during 2025, and environmental proceedings such as the Hewitt Landfill and Lower Passaic River matters.

Oct 30, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 30, 2025)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2025 results on October 30, 2025, furnished as Exhibit 99.1 to this Form 8-K. Third-quarter total revenues were $2,291.5 million versus $2,003.9 million a year earlier, gross profit rose to $697.2 million from $565.2 million, and net earnings attributable to Vulcan were $374.9 million compared with $207.6 million. Diluted earnings from continuing operations were $2.83 per share versus $1.57. Adjusted EBITDA reached $735.2 million, with an Adjusted EBITDA margin of 32.1 percent versus 29.0 percent. Management said year-to-date Adjusted EBITDA improved 20 percent and margin expanded 290 basis points. The prior-year quarter included an $87 million goodwill write-off for Northern California concrete assets. Aggregates drove the results. Third-quarter aggregates shipments rose 12 percent to 64.7 million tons, freight-adjusted sales price per ton was $22.01 versus $21.27, and cash gross profit per ton improved 9 percent to $11.84. Management expects 2025 Adjusted EBITDA of $2.35 billion to $2.45 billion and full-year shipments growth similar to the 3 percent year-to-date increase. Balance sheet items include total debt of $4,360.8 million, a total debt to trailing-twelve-month Adjusted EBITDA ratio of 1.9 times, and $550 million of commercial paper repaid from cash on hand. The company also disclosed portfolio changes and leadership succession. It completed the disposition of its asphalt and construction services assets in the greater Houston market in early October and agreed on October 28 to sell its ready-mixed concrete businesses in California, with closing expected in the fourth quarter subject to regulatory approvals. Ronnie Pruitt will become Chief Executive Officer effective January 1, 2026, succeeding Tom Hill.

Oct 30, 2025 8-K

Vulcan Materials 8-K Report, Executive Changes (Oct 14, 2025)

Vulcan Materials Company (NYSE: VMC) announced on October 10, 2025 that its Board of Directors elected Ronnie A. Pruitt, the company's current Chief Operating Officer, as the next Chief Executive Officer, effective January 1, 2026. At that time, J. Thomas Hill will step down as CEO and continue on the Board as Executive Chairman. Mr. Pruitt is also expected to join the Board effective January 1, 2026. The filing states that the board's selection followed a "comprehensive succession planning process." Mr. Pruitt, 55, has served as COO since September 2023 and previously led the Southwest and Western Divisions as Senior Vice President. He joined Vulcan through the August 2021 acquisition of U.S. Concrete, Inc., where he had served as President and Chief Executive Officer from April 2020 to August 2021. The filing states he has no family relationships with any Vulcan directors or executive officers and no reportable related party transactions under Item 404(a) of Regulation S-K. The filing states that the material terms of the compensation arrangements for Mr. Pruitt and Mr. Hill related to these transitions will be disclosed once approved. The announcement was made through a press release dated October 13, 2025, furnished as Exhibit 99.1, in which the company describes the change as a continuation of its aggregates-led strategy and its two-pronged Durable Growth strategy.

Oct 14, 2025 10-Q

Vulcan Materials Quarterly Report for Q2 Ended Jun 30, 2025

Vulcan Materials Company's second-quarter 2025 Form 10-Q reports total revenues of $2,102.4 million, up from $2,014.4 million in the second quarter of 2024, and net earnings attributable to Vulcan of $320.9 million, or $2.42 per diluted share, compared with $308.0 million, or $2.31 per diluted share, a year earlier. Gross profit rose to $625.2 million from $592.2 million. The filing attributes the Aggregates segment's gross profit growth to pricing discipline and cost performance, despite aggregates shipments decreasing 1% to 59.3 million tons amid rainfall in Southeastern markets. Adjusted EBITDA was $659.5 million for the quarter and $1,070.4 million year to date, and management reiterated a full-year 2025 Adjusted EBITDA outlook of $2,350 million to $2,550 million. Leverage and liquidity are central to the investor picture. Total debt was $4,909.7 million at June 30, 2025, up from $3,427.2 million a year earlier, reflecting the November 2024 notes issuances and $550.0 million of commercial paper outstanding. Total debt to trailing-twelve-month Adjusted EBITDA was 2.2 times (2.1 times on a net debt basis), within the company's stated target range of 2.0 to 2.5 times. Interest expense, net, rose to $59.2 million in the quarter from $40.2 million. Cash and cash equivalents and restricted cash totaled $351.0 million, and the company returned $64.7 million to shareholders through dividends in the quarter. The filing also highlights ongoing legal and regulatory matters, including the Lower Passaic River Superfund matter, the Texas Brine litigation, the Hewitt Landfill matter, and a NAFTA arbitration against Mexico related to the 2022 shutdown of Calica operations. The company states that the Calica deferred tax valuation allowance was adjusted and that a subsequent law, the One Big Beautiful Bill Act, is expected to increase deferred tax liabilities and reduce income taxes payable, with no material change to the effective tax rate expected.

Jul 31, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Jul 31, 2025)

Vulcan Materials Company (NYSE: VMC) furnished a press release with its second quarter 2025 results, reporting for the quarter ended June 30, 2025. Second-quarter total revenues were $2,102.4 million versus $2,014.4 million a year earlier, gross profit was $625.2 million, and net earnings attributable to Vulcan were $320.9 million. Adjusted EBITDA rose to $659.5 million from $603.1 million, with Adjusted EBITDA margin of 31.4 percent against 29.9 percent. Diluted earnings per share from continuing operations were $2.43 versus $2.33, and adjusted diluted EPS was $2.45 versus $2.35. The Aggregates segment drove the results. Segment gross profit was $559.5 million ($9.44 per ton) with a 33.9 percent gross margin, and cash gross profit per ton rose 9 percent to $11.88. Shipments fell 1 percent to 59.3 million tons because of significant rainfall in Southeastern markets, while freight-adjusted sales prices increased 5 percent (8 percent on a mix-adjusted basis). Asphalt and Concrete also reported higher unit cash gross profit, with concrete benefiting mainly from acquired operations. Management reaffirmed its full-year outlook for Adjusted EBITDA of $2.35 to $2.55 billion. The company reported total debt of $4,909.7 million at June 30, 2025, a total debt to trailing-twelve-month Adjusted EBITDA ratio of 2.2 times (2.1 times net of cash), within its 2.0 to 2.5 times target range, and a trailing-twelve-month return on invested capital of 15.9 percent. Second-quarter dividends totaled $65 million.

Jul 31, 2025 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Jun 20, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K to disclose a mine safety event under Item 1.04 (Mine Safety). On June 18, 2025, Vulcan Construction Materials, LLC, a subsidiary of the Company, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Clear Creek Quarry in Charlotte, North Carolina. The order was issued to remove miners who were shoveling material onto a moving conveyor in a surge tunnel while the top of the tail roller guard was hinged open. The filing states that no injuries occurred and that the Company took corrective action immediately to protect the miners and terminate the order. The filing contains no financial results, guidance, or other financial information. Its investor relevance is limited to the regulatory notice and the operational safety compliance matter it reports.

Jun 20, 2025 8-K

Vulcan Materials 8-K Report, Executive Changes (May 12, 2025)

Vulcan Materials Company (VMC) filed this Form 8-K to report the results of its annual meeting of shareholders held on May 9, 2025. Shareholders approved the company's 2025 Omnibus Long-Term Incentive Plan, which the Board had previously approved subject to shareholder approval. The plan is filed as Exhibit 10.1 and is incorporated by reference from the Form S-8 (File No. 333-287131) filed the same day. A summary of the plan's material terms appears in the Proxy Statement filed March 24, 2025. Of the 132,101,184 shares eligible to vote, 120,320,196 were represented in person or by proxy, which constituted a quorum. All four proposals were approved. Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III were each elected to three-year terms expiring in 2028. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025. The filing is largely procedural, reporting shareholder votes and the adoption of a new equity incentive plan. The votes for the director nominees and the incentive plan were substantial, though the plan received 3,749,958 votes against and the Steiner election drew 13,925,277 votes against.

May 12, 2025 10-Q

Vulcan Materials Quarterly Report for Q1 Ended Mar 31, 2025

Vulcan Materials Company (VMC) reported first-quarter 2025 total revenues of $1,634.6 million, up 6% from $1,545.7 million, and net earnings attributable to Vulcan of $128.9 million, up 26% from $102.7 million. Diluted EPS from continuing operations was $0.98 versus $0.78, and Adjusted diluted EPS was $1.00 versus $0.80. Gross profit rose 20% to $365.3 million, driven by the Aggregates segment, where freight-adjusted sales prices increased 7.0% and gross profit per ton increased 19% to $7.48, while aggregates shipments decreased 1% to 47.8 million tons. Adjusted EBITDA was $410.9 million, up 27%, and the company reiterated its full-year 2025 Adjusted EBITDA outlook of $2,350 million to $2,550 million. Balance sheet activity centered on debt management. Vulcan redeemed $400.0 million of senior notes due April 2025 with cash on hand, leaving total debt of $4,908.4 million at March 31, 2025, versus $5,307.4 million at December 31, 2024. Cash and restricted cash fell to $192.9 million. Total debt to trailing-twelve-month Adjusted EBITDA was 2.3 times (2.2 times net of cash), and the weighted-average debt maturity was 13.4 years. Interest expense, net, rose to $59.7 million from $39.1 million, primarily due to the November 2024 notes issuances. The company also returned $104.1 million to shareholders through $66.0 million of dividends and $38.1 million of share repurchases. Legal and regulatory matters remain significant. The Calica operations in Mexico, which were shut down in 2022 and subject to a September 2024 presidential decree, remain under NAFTA arbitration, with a decision expected during 2025 and no assurance of recovery. Discontinued-operations legacy matters, including the Lower Passaic River, Texas Brine and 1,1,1-trichloroethane litigation, and the Hewitt Landfill matter, continue, with several outcomes not reasonably estimable. Management stated that these legacy matters are not expected to have a material effect on consolidated results, with the Passaic settlement falling within a previously recorded immaterial loss.

Apr 30, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Apr 30, 2025)

Vulcan Materials Company (VMC) reported first-quarter 2025 results for the quarter ended March 31, 2025, per Exhibit 99.1 furnished with this Form 8-K. Total revenues were $1.63 billion versus $1.55 billion a year earlier, gross profit rose to $365 million from $305 million, and net earnings attributable to Vulcan were $129 million versus $103 million. Adjusted EBITDA increased to $411 million from $323 million, with Adjusted EBITDA margin of 25.1% compared with 20.9%. Diluted earnings per share from continuing operations were $0.98 versus $0.78, and adjusted diluted EPS from continuing operations was $1.00 versus $0.80. The Aggregates segment drove results. Aggregates cash gross profit per ton rose 20% to $10.63, reflecting freight-adjusted selling prices up 7% and freight-adjusted unit cash cost of sales down 3%. Aggregates shipments decreased 1% to 47.8 million tons. The Asphalt and Concrete segments also improved, with concrete unit cash gross profit up 77%. Selling, administrative and general expense was $138 million, in line with company expectations. Vulcan reiterated its full-year 2025 outlook of $2.35 to $2.55 billion of Adjusted EBITDA and expects maintenance and growth capital expenditures of $750 to $800 million. During the quarter it returned $104 million to shareholders through dividends and repurchases and used $400 million of cash on hand to redeem its 2025 notes. Total debt to trailing-twelve-month Adjusted EBITDA was 2.3 times, or 2.2 times on a net debt basis. Management noted ongoing monitoring of trade policy uncertainty and interest rate trajectory.

Apr 30, 2025 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Mar 21, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K to disclose a mine safety matter under Item 1.04 (Mine Safety). On March 19, 2025, Vulcan Construction Materials, LLC, a Company subsidiary, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Liberty Quarry in Liberty, South Carolina. The order and a subsequent significant and substantial citation under section 104(a) were issued to remove two employees who were working in the scalping screen of a tower in the plant without fall protection or other means of protection. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident. For investors, the filing reports a regulatory safety event at a single quarry rather than a financial result or a change in business outlook. The filing does not state any financial impact.

Mar 21, 2025 10-K

Vulcan Materials Annual Report, Year Ended Dec 31, 2024

Vulcan Materials Company (VMC) reported 2024 total revenues of $7,417.7 million, down from $7,781.9 million in 2023, while gross profit rose to $1,999.6 million. Net earnings attributable to Vulcan were $911.9 million, or $6.85 per diluted share, compared with $933.2 million ($6.98) a year earlier. Adjusted EBITDA increased to $2,057.2 million from $2,011.3 million, and Aggregates segment cash gross profit per ton reached $10.61, up from $9.46. Aggregates shipments fell to 219.9 million tons from 234.6 million, while freight-adjusted pricing rose 10.8% to $21.08 per ton. The year was shaped by acquisitions and a goodwill impairment. Vulcan closed six business acquisitions for total consideration of $2,297.1 million, including Wake Stone Corporation and Superior Ready Mix, L.P., and recorded an $86.6 million goodwill impairment on a reporting unit with concrete operations acquired from U.S. Concrete. Total debt rose to $5,307.4 million, giving a total debt to Adjusted EBITDA ratio of 2.6 times, and the company issued $2,000.0 million of senior notes in November 2024. Operations at the Calica quarry in Mexico remain halted following Mexican government actions, and Vulcan's NAFTA arbitration claim is expected to receive a decision in the first half of 2025. For 2025, management expects shipments growth of 3% to 5%, freight-adjusted price improvement of 5% to 7%, and Adjusted EBITDA between $2,350 million and $2,550 million, including a $150 million contribution from acquisitions. Net earnings attributable to Vulcan are projected at $1,010 million to $1,170 million, and capital spending is planned at $750 million to $800 million.

Feb 20, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 18, 2025)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on February 18, 2025 to report fourth-quarter and full-year 2024 results (furnished as Exhibit 99.1), announce the redemption of all $400 million of its 4.50% notes due 2025 on March 28, 2025, and provide its outlook for 2025. Full-year 2024 total revenues were $7.42 billion, down from $7.78 billion in 2023, while gross profit rose to $2.00 billion from $1.95 billion. Net earnings attributable to Vulcan were $912 million for 2024 versus $933 million in 2023. Adjusted EBITDA was $2.06 billion for 2024 compared with $2.01 billion in 2023, and the Company cited aggregates cash gross profit per ton of $11.50 in the fourth quarter and $10.61 for the full year. The Aggregates segment drove results. Management said the pricing environment remained favorable and that unit profitability improved for the eleventh consecutive quarter. Fourth-quarter freight-adjusted selling prices rose $2.07 per ton, while full-year aggregates shipments fell to 219.9 million tons from 234.6 million. The Company completed the Wake Stone and Superior Ready Mix Concrete acquisitions in 2024. Full-year cash provided by operating activities was $1.41 billion, and capital expenditures were $638 million. Total debt rose to $5.31 billion at December 31, 2024, from $3.88 billion a year earlier, and the ratio of total debt to Adjusted EBITDA was 2.6 times. For 2025, the Company guided to a third consecutive year of double-digit growth in aggregates cash gross profit per ton, shipments growth of 3 to 5 percent, and Adjusted EBITDA between $2.35 and $2.55 billion, including a $150 million contribution from acquisitions. Management also projected net earnings attributable to Vulcan of $1.01 to $1.17 billion and capital spending of $750 to $800 million.

Feb 18, 2025 8-K

Vulcan Materials 8-K Report, Exhibit Filing (Nov 20, 2024)

Vulcan Materials Company (VMC) filed this Form 8-K on November 20, 2024 to file exhibits in connection with its issuance of three series of senior notes under its automatic shelf registration statement on Form S-3 (File No. 333-277793). The notes issued on November 20, 2024 consist of $500 million aggregate principal amount of 4.950% Senior Notes due 2029, $750 million aggregate principal amount of 5.350% Senior Notes due 2034, and $750 million aggregate principal amount of 5.700% Senior Notes due 2054. The filing's exhibits document the transaction's legal framework. These include an Underwriting Agreement dated November 18, 2024 with Truist Securities, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc. as representatives of the several Underwriters, and an Eleventh Supplemental Indenture dated November 20, 2024 with Regions Bank, as Trustee. An opinion of Womble Bond Dickinson (US) LLP is also filed as Exhibit 5.1, with its consent included in Exhibit 23.1. For investors, the filing is primarily a debt financing disclosure. It states the aggregate principal amount of $2.0 billion across the three tranches, with maturities in 2029, 2034 and 2054. The filing itself does not describe the use of proceeds, the company's financial results, or other operating information.

Nov 20, 2024 8-K

Vulcan Materials 8-K Report, Material Agreement (Nov 4, 2024)

On November 4, 2024, Vulcan Materials Company entered into a credit agreement with Truist Bank, as administrative agent, providing a $2.0 billion 2-year delayed draw term loan facility. The filing states the facility will be used, among other things, to fund the previously announced acquisition of Wake Stone Corporation. The credit agreement contains customary representations, warranties, covenants and events of default, with a primary negative covenant limiting secured debt and a financial covenant setting a maximum debt to EBITDA ratio of 3.50 to 1.00 (or 4.00 to 1.00 for four fiscal quarters ending after the consummation of certain material acquisitions). Borrowings bear interest at Adjusted Term SOFR plus a margin of 1.000% to 1.625%, or at a base rate plus a margin of 0.000% to 0.625%, with margins based on the company's credit ratings. On the same date, Vulcan entered into a Fifth Amendment to its September 10, 2020 revolving credit agreement with Truist Bank, as administrative agent. The amendment extends the revolver's maturity date from August 8, 2027 to November 4, 2029, with two one-year extension options. As of the filing date, the net amount available for borrowing under the revolving facility was approximately $1,504.8 million, reflecting $95.2 million of utilization supporting outstanding standby letters of credit. Proceeds may be used for general corporate purposes. Taken together, the filing shows Vulcan adding a $2.0 billion committed term loan to support a pending acquisition while lengthening the maturity of its existing revolving credit capacity. Investors would note the leverage covenant and the pricing grid tied to credit ratings as key terms governing the new borrowing.

Nov 4, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 30, 2024)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2024 results on October 30, 2024, in a press release furnished as Exhibit 99.1. Total revenues were $2,003.9 million, down from $2,185.8 million a year earlier, and net earnings attributable to Vulcan were $207.6 million versus $276.5 million. Diluted earnings per share from continuing operations were $1.57 compared with $2.09, while adjusted diluted EPS from continuing operations was $2.22 compared with $2.29. Adjusted EBITDA was $580.6 million, versus $602.2 million in the prior-year quarter. Management attributed the weaker results to lower aggregates shipments of 57.7 million tons (down from 64.0 million) and harsh weather, including rainfall in July and hurricanes and severe storms in August and September. An $87 million pretax goodwill write-off for concrete assets in Northern California also weighed on results. Pricing and unit profitability were stronger. Freight-adjusted aggregates selling prices rose to $21.27 per ton from $19.31, and aggregates cash gross profit per ton improved to $10.89 from $9.92. Asphalt cash gross profit was $72.2 million, and the company's total debt to trailing-twelve-month Adjusted EBITDA ratio was 1.7 times, below its 2.0 to 2.5 times target range. Capital expenditures were $402 million year to date. The company also announced an agreement to acquire Wake Stone Corporation, which it expects to close in the fourth quarter of 2024, subject to customary closing conditions. Management lowered its full-year 2024 Adjusted EBITDA expectation to approximately $2 billion, citing the shipment decline and fourth-quarter weather. For 2025, it expects aggregates prices to rise by high-single digits, cash gross profit per ton to grow at double-digit levels, and volume growth to follow improving demand.

Oct 30, 2024 10-Q

Vulcan Materials Quarterly Report for Q3 Ended Sep 30, 2024

Vulcan Materials Company (VMC) reported third-quarter 2024 total revenues of $2,003.9 million, down 8% from $2,185.8 million a year earlier, and net earnings attributable to Vulcan of $207.6 million, or $1.56 per diluted share, versus $276.5 million, or $2.07, in the prior-year quarter. The decline was driven largely by an $86.6 million pretax goodwill impairment tied to a reporting unit that includes concrete operations acquired from U.S. Concrete in 2021, along with lower concrete gross profit following the November 2023 Texas divestiture. Aggregates, the core business, remained resilient on pricing: freight-adjusted selling prices rose 10.2% and aggregates gross profit per ton increased 9% to $8.63, even as aggregates shipments fell 10% to 57.7 million tons amid weather disruptions. Adjusted EBITDA was $580.6 million, down 4%, and management now expects full-year 2024 Adjusted EBITDA of approximately $2,000 million. Balance sheet and capital returns remained solid. Total debt to trailing-twelve-month Adjusted EBITDA was 1.7 times, below the stated 2.0 to 2.5 times long-term target, and cash and cash equivalents and restricted cash totaled $434.3 million. Long-term debt fell to $3,329.2 million after the $550.0 million 5.80% notes were redeemed in March 2024. Dividends were raised to $0.46 per share from $0.43, and year-to-date operating cash flow declined to $969.5 million from $1,055.2 million, mainly due to working capital changes. The company also agreed in September 2024 to acquire Wake Stone Corporation, expected to close in the fourth quarter of 2024. The filing also flags regulatory and legal developments. In September 2024, the Mexican government ordered closure of Calica's remaining quarrying activities, and a presidential decree declared Calica's properties a Natural Protected Area, which prohibits extraction of construction materials there. Vulcan says it intends to vigorously pursue its NAFTA arbitration, with a tribunal decision expected by the end of the first quarter of 2025, though it cannot quantify any potential recovery. Legacy environmental and litigation matters, including Texas Brine and Lower Passaic River exposures, are described in Note 8 without accrual beyond amounts already recorded.

Oct 30, 2024 8-K

Vulcan Materials 8-K Report, Corporate Update (Sep 26, 2024)

Vulcan Materials Company (NYSE: VMC) announced on September 26, 2024 that it has entered into a definitive agreement to acquire Wake Stone Corporation, described as a leading pure-play aggregates supplier in the Carolinas. Vulcan describes itself in the release as the nation's largest producer of construction aggregates. The company states the acquisition is value-enhancing and is expected to provide more than 60 years of quality hard rock reserves in attractive high-growth geographies, most notably Raleigh, North Carolina. Management characterized the deal as consistent with Vulcan's aggregates-led growth strategy of expanding its reach into more high-growth regions in the United States. Chairman and CEO Tom Hill said Wake Stone, established in 1970, shares many of the same values as Vulcan, and cited the Vulcan Way of Selling and Vulcan Way of Operating disciplines as central to compounding profitability and integrating new operations. The transaction is expected to close later in 2024, subject to customary closing conditions. The filing does not disclose the purchase price, financing terms, or financial results of Wake Stone. The release contains forward-looking statements, including risks around completing the transaction on the anticipated timeline, integration, and transaction costs.

Sep 26, 2024 10-Q

Vulcan Materials Quarterly Report for Q2 Ended Jun 30, 2024

Vulcan Materials Company reported second-quarter 2024 total revenues of $2,014.4 million, down 5% from $2,112.9 million a year earlier, while gross profit rose $8.9 million to $592.2 million and operating earnings rose $2.5 million to $453.6 million. Net earnings attributable to Vulcan were $308.0 million, or $2.31 per diluted share, essentially flat year over year. Aggregates drove results: segment gross profit increased 6% to $528.5 million, freight-adjusted sales prices rose 12.2%, and shipments fell 5% to 60.1 million tons amid significant rainfall. Concrete gross profit fell sharply after the November 2023 sale of Texas concrete operations, and the Asphalt segment gross profit rose $2.4 million to $59.0 million. For the six months ended June 30, 2024, net cash provided by operating activities was $374.5 million, down $133.0 million from the prior year, while capital expenditures totaled $297.9 million year to date. The company redeemed $550.0 million of 5.80% senior notes due 2026 in March 2024, and total debt was $3,427.2 million at June 30, 2024, or 1.7 times trailing-twelve-month Adjusted EBITDA of $2,005.0 million. Management's 2024 outlook projects aggregates shipments down 4% to 7% and freight-adjusted price improvement of 10% to 12%, with net earnings attributable to Vulcan of $950 million to $1,070 million. The filing also discloses ongoing legal and environmental matters, including the Lower Passaic River Superfund matter, the Texas Brine sinkhole litigation, New York and New Jersey TCA cases, the Hewitt Landfill matter, and a NAFTA arbitration against Mexico following the May 2022 shutdown of Calica operations. The company stated it cannot reasonably estimate a range of loss for several of these matters, and it recorded no liability for reasonably possible losses.

Aug 7, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Aug 6, 2024)

Vulcan Materials Company furnished a press release (Exhibit 99.1) under Item 2.02 reporting results for the second quarter ended June 30, 2024. Second-quarter total revenues were $2,014 million, compared with $2,113 million a year earlier. Net earnings attributable to Vulcan were $308 million, versus $309 million, and Adjusted EBITDA rose to $603 million from $595 million. Adjusted diluted EPS from continuing operations was $2.35, compared with $2.29. Management attributed the results to Aggregates pricing and operational execution, which offset significant rainfall that reduced shipments. Aggregates shipments decreased 5 percent, while freight-adjusted selling prices increased 12 percent and cash gross profit per ton improved 12 percent to $10.92. Management revised its 2024 outlook for Aggregates volume and cost. It now expects total shipments to decline 4 to 7 percent and freight-adjusted price to improve 10 to 12 percent. It projects Adjusted EBITDA between $2.00 and $2.15 billion and net earnings attributable to Vulcan of $0.95 to $1.07 billion. Total debt to trailing-twelve-months Adjusted EBITDA was 1.7 times at June 30, 2024, below the company's 2.0 to 2.5 times target range. During the quarter, the company returned $111 million to shareholders through $50 million of stock repurchases and $61 million of dividends.

Aug 6, 2024 8-K

Vulcan Materials 8-K Report, Shareholder Vote Results (May 13, 2024)

Vulcan Materials Company held its annual meeting of shareholders on May 10, 2024. Of the 132,271,661 shares of common stock eligible to vote, 121,503,401 were represented in person or by proxy, which the filing states constituted a quorum. The filing reports the final results of three shareholder proposals, each described in the Company's 2024 definitive proxy statement filed March 25, 2024. Shareholders elected four directors, Thomas A. Fanning, J. Thomas Hill, Cynthia L. Hostetler and Richard T. O'Brien, to three-year terms expiring in 2027. Fanning received 113,373,513 votes for and 1,601,910 against, while Hostetler received 108,957,727 votes for and 5,977,199 against. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 111,616,935 votes for, 3,311,994 against and 97,365 abstentions. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024, with 117,778,241 votes for, 3,694,671 against and 30,489 abstentions. The filing reports broker non-votes of 6,477,107 on the director election and say-on-pay proposals, and does not report broker non-votes for the auditor ratification.

May 13, 2024 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (May 3, 2024)

Vulcan Materials Company (VMC) filed this Current Report under Item 1.04 (Mine Safety) to disclose an imminent danger order issued by the Mine Safety and Health Administration (MSHA) on May 1, 2024. The order was issued under section 107(a) of the Federal Mine Safety and Health Act of 1977 to Vulcan Construction Materials, LLC, a Company subsidiary, at its Searcy Quarry in Judsonia, Arkansas. The order was issued to remove an employee observed on top of the body of a drill at a height over seven feet without fall protection. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident.

May 3, 2024 10-Q

Vulcan Materials Quarterly Report for Q1 Ended Mar 31, 2024

Vulcan Materials Company's first quarter 2024 Form 10-Q shows lower revenue but slightly higher gross profit and improved unit profitability. Total revenues were $1,545.7 million, down from $1,649.0 million, while gross profit rose to $304.9 million from $302.0 million. Operating earnings fell to $172.9 million from $187.2 million, and net earnings attributable to Vulcan were $102.7 million, or $0.77 per diluted share, versus $120.7 million, or $0.90 per diluted share, a year earlier. Management attributed the lower volumes to weather: aggregates shipments fell 7% to 48.1 million tons, while freight-adjusted aggregates prices rose 10.2% to $20.59 per ton and aggregates gross profit per ton rose to $6.30 from $5.86. Balance sheet and cash flow changes were driven mainly by the redemption of $550.0 million of 5.80% senior notes due 2026 in March 2024. Long-term debt fell to $3,330.7 million from $3,877.3 million at December 31, 2023, and cash and cash equivalents fell to $292.4 million from $931.1 million. Net cash provided by operating activities was $173.4 million, down from $221.3 million, and dividends paid were $62.0 million. Total debt to trailing-twelve-month Adjusted EBITDA was 1.7 times, and the company repurchased $18.8 million of common stock. Management reiterated its 2024 outlook of $2,150 to $2,300 million of Adjusted EBITDA and expects to spend $625 million to $675 million on maintenance and growth projects. The filing also details ongoing legal and environmental matters, including the Lower Passaic River Superfund matter, the Texas Brine matter, New York and New Jersey 1,4-dioxane cases, the Hewitt Landfill matter, and the NAFTA arbitration against Mexico following the May 2022 shutdown of Calica operations, for which the company cannot quantify any potential recovery.

May 2, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (May 2, 2024)

Vulcan Materials Company reported first-quarter 2024 results for the quarter ended March 31, 2024, as furnished in Exhibit 99.1 to this Form 8-K. Total revenues were $1.55 billion, compared with $1.65 billion a year earlier, and net earnings attributable to Vulcan were $103 million versus $121 million. Adjusted EBITDA was $323 million versus $338 million, and diluted earnings per share from continuing operations were $0.78 versus $0.92. Management attributed the results to solid execution despite challenging weather, with aggregates freight-adjusted sales price per ton up to $20.59 from $18.69 and aggregates cash gross profit per ton up 10 percent to $8.86. Aggregates shipments fell to 48.1 million tons from 51.8 million tons. On a trailing-twelve-month basis, total revenues were $7.68 billion, Adjusted EBITDA was $1.997 billion, and return on invested capital was 16.3 percent, a 260 basis point improvement. The company used $550 million of cash on hand to redeem its 2026 notes during the quarter. Total debt was $3.33 billion, equal to 1.7 times TTM Adjusted EBITDA, or 1.5 times on a net basis. Cash and cash equivalents were $292.4 million at March 31, 2024, down from $931.1 million at December 31, 2023. Management reaffirmed its full-year outlook, targeting Adjusted EBITDA of $2.15 to $2.30 billion, which it described as the fourth consecutive year of double-digit growth. The company expects capital expenditures of $625 to $675 million for 2024, and it returned $81 million to shareholders in the quarter through $19 million of buybacks and $62 million of dividends.

May 2, 2024 10-K

Vulcan Materials Annual Report, Year Ended Dec 31, 2023

Vulcan Materials Company (VMC) reported 2023 results with total revenues of $7,781.9 million, up $466.7 million, or 6%, from 2022, and gross profit of $1,948.5 million, up 25%. Operating earnings rose 50% to $1,427.4 million, and net earnings attributable to Vulcan were $933.2 million, a 62% increase, or $6.98 per diluted share. Adjusted EBITDA was $2,011.3 million, up 24%. Aggregates remains the core business, with segment gross profit of $1,733.6 million, or $7.40 per ton, and freight-adjusted pricing up 15.9% to $19.00 per ton, offset by a 1% decline in shipments to 234.3 million tons. The company generated $1,536.8 million of operating cash flow and ended 2023 with $949.2 million of cash and restricted cash. Total debt was $3,877.8 million, giving total debt to Adjusted EBITDA of 1.9x and net debt to Adjusted EBITDA of 1.5x. Return on invested capital improved 280 basis points to 16.3%. Management's 2024 outlook calls for freight-adjusted price improvement of 10% to 12%, net earnings attributable to Vulcan of $1,070 million to $1,190 million, and Adjusted EBITDA of $2,150 million to $2,300 million. The filing highlights ongoing risk from the Mexican government's May 2022 shutdown of the Calica operations in Quintana Roo, which halted production and sales there. The company has a NAFTA arbitration claim pending, with a decision expected during 2024. Other material matters include the Hewitt Landfill environmental matter, the Lower Passaic River Superfund matter, and Texas Brine litigation. Auditor Deloitte & Touche LLP issued unqualified opinions on the financial statements and internal control over financial reporting.

Feb 22, 2024 8-K

Vulcan Materials 8-K Report, Corporate Update (Feb 20, 2024)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on February 20, 2024 to report that on that same date it elected to redeem all of the $550 million aggregate principal amount of its outstanding 5.800% notes due 2026 (CUSIP No. 929160BA6). Regions Bank, acting as trustee and paying agent under the indenture governing the notes, mailed a notice of redemption to the record holders on February 20, 2024. The redemption is scheduled to occur on March 1, 2024. The filing is brief and reports no financial results, guidance, or other operational developments. Its significance for investors is limited to a debt-management action: retiring the full $550 million of 5.800% notes ahead of their 2026 maturity. The filing does not state the funding source for the redemption, the redemption price, or any effect on the company's financial position.

Feb 20, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 16, 2024)

Vulcan Materials Company (NYSE: VMC) reported fourth-quarter and full-year 2023 results on February 16, 2024, as furnished in Exhibit 99.1 to this Form 8-K. For full-year 2023, total revenues were $7,781.9 million (versus $7,315.2 million in 2022), gross profit was $1,948.5 million, and net earnings attributable to Vulcan were $933.2 million (versus $575.6 million). Adjusted EBITDA was $2,011.3 million, and diluted earnings per share from continuing operations were $7.06 (versus $4.45). Fourth-quarter net earnings attributable to Vulcan were $227.5 million, and fourth-quarter diluted EPS from continuing operations was $1.72, compared with $0.91 a year earlier. Management described the Aggregates segment as the main driver, with fourth-quarter Aggregates gross profit per ton of $7.67 and cash gross profit per ton of $9.92. Cash generation and balance sheet highlights include $1,536.8 million of net cash provided by operating activities for 2023, cash and cash equivalents of $931.1 million at year-end, and a total debt to Adjusted EBITDA ratio of 1.9 times (1.5 times on a net debt basis). During 2023 the company returned $428 million to shareholders through $200 million of share repurchases and $228 million of dividends. It also completed the sale of its Texas concrete operations for cash proceeds of $485 million and deployed $204 million for strategic aggregates reserves in California, North Carolina and Texas. For 2024, management expects Aggregates shipments of flat to down 4 percent from 234.3 million tons, freight-adjusted price improvement of 10 to 12 percent, and Adjusted EBITDA between $2.15 and $2.30 billion. Projected net earnings attributable to Vulcan are $1.07 to $1.19 billion, and capital expenditures for maintenance and growth projects are expected at $625 to $675 million.

Feb 16, 2024 10-Q

Vulcan Materials Quarterly Report for Q3 Ended Sep 30, 2023

Vulcan Materials Company (VMC) reported third-quarter 2023 total revenues of $2,185.8 million, up from $2,088.3 million in the prior-year quarter, and net earnings attributable to Vulcan of $276.5 million, or $2.07 per diluted share, compared with $177.1 million, or $1.33 per diluted share. Operating earnings rose to $418.9 million from $305.4 million, and gross profit increased to $591.0 million. Aggregates segment gross profit was $508.4 million ($7.95 per ton), with freight-adjusted pricing up 14.9% while aggregates shipments decreased 2%. Adjusted EBITDA for the quarter was $602.2 million, and management now expects full-year 2023 Adjusted EBITDA of $1,950 million to $2,000 million. For the first nine months of 2023, net earnings attributable to Vulcan were $705.8 million ($5.28 per diluted share) and net cash provided by operating activities was $1,055.2 million. Capital expenditures totaled $666.3 million year to date, including $172.9 million for opportunistic land purchases of strategic reserves in California, North Carolina and Texas. Total debt was $3,874.8 million at September 30, 2023, a total debt to trailing-twelve-month Adjusted EBITDA ratio of 2.0 times (1.8 times on a net debt basis), and the company repaid its $550.0 million delayed draw term loan in March 2023 using proceeds from new 5.80% senior notes due 2026. The filing also reports that the probable sale of concrete operations in Texas is classified as held for sale, with a $28.3 million pretax impairment charge recorded in the third quarter. Ongoing legal matters include a NAFTA arbitration against Mexico related to the May 2022 shutdown of Calica operations, for which a tribunal decision is expected in the first half of 2024, and several environmental and litigation matters, including the Lower Passaic River and Texas Brine cases, which the company says are not expected to have a material effect on its consolidated results.

Oct 27, 2023 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 26, 2023)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2023 results on October 26, 2023, furnished as Exhibit 99.1 to this Form 8-K. Third-quarter total revenues were $2,186 million versus $2,088 million a year earlier, gross profit rose to $591 million from $493 million, and net earnings attributable to Vulcan were $276 million compared with $177 million. Diluted earnings from continuing operations were $2.09 per share versus $1.33. Adjusted EBITDA reached $602 million for the quarter, versus $507 million in the prior-year quarter, and $1,535 million year-to-date versus $1,251 million. The Aggregates segment drove results. Aggregates cash gross profit per ton rose to $9.92 in the quarter from $8.41, and freight-adjusted sales prices increased 15 percent, or $2.50 per ton, while aggregates shipments decreased 2 percent. Asphalt gross profit more than doubled to $56 million from $30 million, and concrete gross profit was $26 million. Management raised its full-year 2023 Adjusted EBITDA expectation to $1.95 to $2.00 billion and guided to capital expenditures of $600 to $650 million for maintenance and growth projects. The company also began deploying capital for strategic land purchases in California, North Carolina and Texas, spending $173 million in the quarter. Balance sheet metrics were stable. Total debt to trailing-twelve-month Adjusted EBITDA was 2.0 times (1.8 times on a net debt basis), and return on invested capital was 15.4 percent. The company is finalizing an agreement to dispose of its Texas concrete assets, which were classified as held for sale and resulted in a pre-tax charge of $28 million ($21 million after-tax). Management also said it expects 2024 to bring another year of earnings growth.

Oct 26, 2023 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Oct 24, 2023)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K under Item 1.04 (Mine Safety) to disclose a mine safety enforcement action at one of its operations. On October 19, 2023, Vulcan Construction Materials, LLC, a subsidiary of the Company, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Bartlett Underground Quarry in Bartlett, Illinois. The order was issued to remove a customer truck driver who was observed standing in the bed of his truck without fall protection while attempting to level a load of aggregate material. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident. For investors, the disclosure is limited in scope and reports a safety-related regulatory order rather than a financial or operational change. The filing does not describe any financial impact, penalties, or effects on operations.

Oct 24, 2023 8-K

Vulcan Materials 8-K Report, Executive Changes (Sep 20, 2023)

On September 20, 2023, Vulcan Materials Company (NYSE: VMC) announced senior leadership changes effective immediately. Thompson S. Baker II, previously Chief Operating Officer, was elected President. He will continue to lead enterprise-wide strategic initiatives and advise the Senior Leadership Team, reporting to J. Thomas Hill, Chairman and Chief Executive Officer. His base salary was increased to $800,000, with no changes to his bonus targets under the Executive Incentive Plan and 2016 Omnibus Long-Term Incentive Plan. Ronnie A. Pruitt, previously Senior Vice President of the Southwest and Western Divisions, was promoted to Chief Operating Officer and will report to Mr. Hill. His base salary was increased to $700,000, and his EIP and LTIP targets were increased to 100% and 290%, respectively, of base salary. Mr. Pruitt joined the company through the August 2021 acquisition of U.S. Concrete, Inc. The company stated that the changes support its two-pronged strategy of enhancing its core and expanding its reach, and that succession planning is an ongoing Board focus. The filing attaches a press release dated September 20, 2023 describing these changes.

Sep 20, 2023 10-Q

Vulcan Materials Quarterly Report for Q2 Ended Jun 30, 2023

Vulcan Materials Company (VMC) reported second-quarter 2023 total revenues of $2,112.9 million, up 8% from $1,954.3 million a year earlier, and gross profit of $583.3 million, up from $446.2 million. Net earnings attributable to Vulcan were $308.6 million, or $2.31 per diluted share, compared with $187.3 million, or $1.40 per diluted share, in the second quarter of 2022. Operating earnings rose to $451.1 million from $307.6 million, and Adjusted EBITDA was $595.3 million versus $450.2 million. Aggregates drove the results: segment gross profit rose to $498.6 million ($7.87 per ton), and freight-adjusted sales price increased 15.0% to $18.69 per ton, while shipments declined 1% to 63.4 million tons. Management raised its full-year 2023 outlook. Net earnings attributable to Vulcan are now expected between $855 million and $935 million, and Adjusted EBITDA between $1,900 million and $2,000 million. Aggregates shipments are expected to fall 1% to 4% from 236.3 million tons in 2022. Management also cited full-year capital spending of $600 million to $650 million for maintenance and growth projects, plus about $200 million for opportunistic land purchases. Balance sheet and capital returns remained solid. Total debt was $3,873.7 million at June 30, 2023, equal to 2.1 times trailing-twelve-month Adjusted EBITDA (2.0 times net of cash), within the stated 2.0 to 2.5 times target range. The company issued $550.0 million of 5.80% senior notes due 2026 in March 2023 and repaid its delayed draw term loan. It paid $57.2 million in dividends ($0.43 per share) and repurchased $49.9 million of stock in June. Ongoing legal matters, including the Texas Brine, Lower Passaic River, Hewitt Landfill, and NAFTA arbitration proceedings relating to Mexico, remain disclosed without a reasonably estimable loss in several cases.

Aug 4, 2023 8-K

Vulcan Materials 8-K Report, Financial Results (Aug 3, 2023)

Vulcan Materials Company (NYSE: VMC) reported second-quarter 2023 results for the quarter ended June 30, 2023, per a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenues were $2,112.9 million (versus $1,954.3 million a year earlier), gross profit was $583.3 million, and net earnings attributable to Vulcan were $308.6 million, or $2.31 per diluted share, compared with $187.3 million in the prior-year quarter. Adjusted EBITDA rose to $595.3 million from $450.2 million. Management attributed the improvement to strong aggregates pricing, with freight-adjusted selling prices up 15 percent, and to a 9 percent pricing increase and 16 percent shipment growth in the Asphalt segment. Aggregates shipments decreased 1 percent in the quarter. For full-year 2023, management raised its outlook. Adjusted EBITDA is now expected between $1.9 and $2.0 billion, which the company said is an increase of $150 million versus its initial February expectations. Net earnings attributable to Vulcan are projected at $855 to $935 million, and aggregates shipments are expected to fall 1 to 4 percent from 236.3 million tons in 2022. Management also expects approximately $200 million of opportunistic land purchases for strategic reserves in California, North Carolina and Texas, and capital expenditures of $600 to $650 million for maintenance and growth projects. Balance sheet and capital returns remained solid. As of June 30, 2023, total debt was $3,873.7 million, the ratio of total debt to trailing-twelve-months Adjusted EBITDA was 2.1 times (2.0 times on a net debt basis), and trailing-twelve-month return on invested capital was 14.7 percent. In the quarter, the company paid $57 million in dividends and repurchased $50 million of common stock.

Aug 3, 2023 8-K

Vulcan Materials 8-K Report, Shareholder Vote Results (May 15, 2023)

Vulcan Materials Company held its annual meeting of shareholders on May 12, 2023, as reported in this Form 8-K under Item 5.07. Of the 133,056,905 shares eligible to vote, 120,132,536 were represented in person or by proxy, which constituted a quorum. The filing states that all matters described in the Company's 2023 definitive proxy statement, filed March 27, 2023, were approved by shareholders. Shareholders elected four directors to three-year terms expiring in 2026: Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, and George Willis. Lydia H. Kennard was elected to a two-year term expiring in 2025. Prokopanko received the most against votes among the director nominees, at 12,015,683. Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 111,422,851 votes for and 2,974,383 against. Shareholders also selected a one-year frequency for future advisory say-on-pay votes, with 112,405,503 votes, and the Company stated it will hold these votes annually until the next frequency vote, no later than the 2029 annual meeting. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2023, with 116,864,489 votes for and 3,247,364 against.

May 15, 2023 10-Q

Vulcan Materials Quarterly Report for Q1 Ended Mar 31, 2023

Vulcan Materials Company's first quarter 2023 Form 10-Q reports total revenues of $1,649.0 million, up from $1,540.7 million in the first quarter of 2022, and operating earnings of $187.2 million versus $147.0 million. Net earnings attributable to Vulcan were $120.7 million, or $0.90 per diluted share, compared with $91.8 million, or $0.69 per diluted share. Aggregates segment gross profit rose $60.0 million to $302.8 million, with gross profit per ton of $5.85 and a freight-adjusted sales price of $18.67 per ton. Concrete segment gross profit declined to a loss of $2.4 million, and Asphalt gross profit was $0.8 million. Management raised its 2023 outlook, now expecting net earnings attributable to Vulcan of between $815 million and $895 million and Adjusted EBITDA of between $1,850 million and $1,950 million. Capital expenditures are expected to be $600 million to $650 million for the full year. Total debt to trailing-twelve months Adjusted EBITDA was 2.3 times at March 31, 2023, within the stated long-term target range of 2.0 to 2.5 times. In March 2023 the company issued $550.0 million of 5.80% senior notes due 2026 and used the proceeds to repay the delayed draw term loan. Key legal matters remain open. Texas Brine claims and State of Louisiana claims are unresolved, the Hewitt Landfill remedy is pending EPA selection, and the NAFTA arbitration against Mexico is expected to yield a decision no earlier than 2024. Following the May 2022 shutdown of Calica operations in Mexico, Vulcan recorded a $3.6 million tax charge in the quarter related to a Calica NOL valuation allowance.

May 5, 2023