10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
‎For the quarterly period ended September 30, 2022
‎OR ‎
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
‎For the transition period from                 to
‎Commission File Number 001-33841

‎VULCAN MATERIALS COMPANY
‎(Exact name of registrant as specified in its charter)

‎ New Jersey  ‎(State or other jurisdiction of incorporation)			‎20-8579133 ‎(I.R.S. Employer Identification No.)
‎1200 Urban Center Drive, Birmingham, Alabama ‎(Address of principal executive offices)			‎35242 ‎(zip code)
‎(205) 298-3000 ‎(Registrant's telephone number including area code)
‎Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
‎Title of each class	‎Trading Symbol			Name of each exchange on ‎which registered
Common Stock, $1 par value	VMC			New York Stock Exchange
‎Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o ‎ ‎Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o ‎ ‎Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
‎Large accelerated filer þ		‎Accelerated filer o			‎Smaller reporting company o
‎Non-accelerated filer o					‎Emerging growth company o
‎If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
‎Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
‎Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
‎                    Class					Shares outstanding ‎      at October 24, 2022
Common Stock, $1 Par Value					132,906,866

9

VULCAN MATERIALS COMPANY FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2022 Contents
			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Cash Flows Notes to Condensed Consolidated Financial Statements	2  3  4  5
	Item 2.	Management’s Discussion and Analysis of Financial    Condition and Results of Operations	30
	Item 3.	Quantitative and Qualitative Disclosures About    Market Risk	52
	Item 4.	Controls and Procedures	52
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	53
	Item 1A.	Risk Factors	53
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 4.	Mine Safety Disclosures	54
	Item 6.	Exhibits	54
		Signatures	55
Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.

‎

1

part I financial information

  ITEM 1

FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited	September 30	December 31	September 30
in millions	2022	2021	2021
Assets
Cash and cash equivalents	$         122.4	$         235.0	$         135.7
Restricted cash	24.5	6.5	0.7
Accounts and notes receivable
Accounts and notes receivable, gross	1,223.6	849.0	948.3
Allowance for credit losses	(11.0)	(10.3)	(10.1)
Accounts and notes receivable, net	1,212.6	838.7	938.2
Inventories
Finished products	403.3	418.0	411.9
Raw materials	64.9	59.9	58.2
Products in process	5.6	4.2	3.8
Operating supplies and other	68.2	39.2	38.3
Inventories	542.0	521.3	512.2
Other current assets	140.8	95.1	131.6
Assets held for sale	291.1	0.0	0.0
Total current assets	2,333.4	1,696.6	1,718.4
Investments and long-term receivables	33.1	34.1	34.1
Property, plant & equipment
Property, plant & equipment, cost	11,133.6	10,444.4	10,362.8
Allowances for depreciation, depletion & amortization	(5,148.3)	(4,897.6)	(4,815.9)
Property, plant & equipment, net	5,985.3	5,546.8	5,546.9
Operating lease right-of-use assets, net	574.2	691.4	656.9
Goodwill	3,704.5	3,696.7	3,674.8
Other intangible assets, net	1,708.3	1,749.0	1,819.8
Other noncurrent assets	277.0	268.0	237.1
Total assets	$    14,615.8	$    13,682.6	$    13,688.0
Liabilities
Current maturities of long-term debt	0.5	5.2	12.2
Short-term debt	312.0	0.0	0.0
Trade payables and accruals	484.2	365.5	410.3
Other current liabilities	454.7	398.6	454.2
Liabilities held for sale	111.1	0.0	0.0
Total current liabilities	1,362.5	769.3	876.7
Long-term debt	3,874.2	3,874.8	3,874.1
Deferred income taxes, net	1,073.0	1,005.9	1,053.4
Deferred revenue	161.7	167.1	168.1
Noncurrent operating lease liabilities	549.8	642.5	622.3
Other noncurrent liabilities	715.7	655.3	644.3
Total liabilities	$      7,736.9	$      7,114.9	$      7,238.9
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480.0 shares,
Outstanding 132.9, 132.7 and 132.7 shares, respectively	132.9	132.7	132.7
Capital in excess of par value	2,826.9	2,816.5	2,810.3
Retained earnings	4,045.3	3,748.5	3,659.6
Accumulated other comprehensive loss	(149.4)	(152.7)	(176.5)
Total shareholders' equity	6,855.7	6,545.0	6,426.1
Noncontrolling interest	23.2	22.7	23.0
Total equity	$      6,878.9	$      6,567.7	$      6,449.1
Total liabilities and equity	$    14,615.8	$    13,682.6	$    13,688.0
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

‎

2

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF
‎COMPREHENSIVE INCOME

	Three Months Ended		Nine Months Ended
Unaudited	September 30		September 30
in millions, except per share data	2022	2021	2022	2021
Total revenues	$      2,088.3	$      1,516.5	$      5,583.3	$      3,945.9
Cost of revenues	1,595.4	1,122.4	4,375.5	2,924.2
Gross profit	492.9	394.1	1,207.8	1,021.7
Selling, administrative and general expenses	135.3	103.8	388.7	293.1
Gain on sale of property, plant & equipment
and businesses	23.8	2.9	28.4	120.3
Loss on impairments	(67.8)	0.0	(67.8)	(4.6)
Other operating expense, net	(8.2)	(30.8)	(19.8)	(44.9)
Operating earnings	305.4	262.4	759.9	799.4
Other nonoperating income (expense), net	1.3	3.1	(1.7)	17.3
Interest expense, net	46.1	36.8	120.8	111.6
Earnings from continuing operations
before income taxes	260.6	228.7	637.4	705.1
Income tax expense	82.3	51.7	164.6	169.7
Earnings from continuing operations	178.3	177.0	472.8	535.4
Loss on discontinued operations, net of tax	(1.2)	(0.2)	(16.1)	(2.7)
Net earnings	177.1	176.8	456.7	532.7
(Earnings) loss attributable to noncontrolling interest	0.0	0.1	(0.5)	0.2
Net earnings attributable to Vulcan	$         177.1	$         176.9	$         456.2	$         532.9
Other comprehensive income (loss), net of tax
Amortization of prior cash flow hedge loss	0.4	0.4	1.1	1.1
Amortization of actuarial loss and prior service
cost for benefit plans	0.7	1.2	2.2	3.7
Other comprehensive income	1.1	1.6	3.3	4.8
Comprehensive income	178.2	178.4	460.0	537.5
Comprehensive (earnings) loss attributable to
noncontrolling interest	0.0	0.1	(0.5)	0.2
Comprehensive income attributable to Vulcan	$         178.2	$         178.5	$         459.5	$         537.7
Basic earnings (loss) per share attributable to Vulcan
Continuing operations	$           1.34	$           1.33	$           3.55	$           4.03
Discontinued operations	(0.01)	0.00	(0.12)	(0.02)
Net earnings	$           1.33	$           1.33	$           3.43	$           4.01
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$           1.33	$           1.33	$           3.54	$           4.01
Discontinued operations	0.00	(0.01)	(0.12)	(0.02)
Net earnings	$           1.33	$           1.32	$           3.42	$           3.99
Weighted-average common shares outstanding
Basic	133.0	132.8	133.0	132.8
Assuming dilution	133.6	133.5	133.6	133.5
Effective tax rate from continuing operations	31.6%	22.6%	25.8%	24.1%
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

‎

3

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
Unaudited	September 30
in millions	2022	2021
Operating Activities
Net earnings	$         456.7	$         532.7
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	435.0	321.0
Loss on impairments	67.8	4.6
Noncash operating lease expense	46.6	32.7
Net gain on sale of property, plant & equipment and businesses	(28.4)	(120.3)
Contributions to pension plans	(5.8)	(6.0)
Share-based compensation expense	27.9	25.2
Deferred tax expense	35.4	71.4
Changes in assets and liabilities before initial
effects of business acquisitions and dispositions	(295.5)	(144.6)
Other, net	8.6	8.1
Net cash provided by operating activities	$         748.3	$         724.8
Investing Activities
Purchases of property, plant & equipment	(450.4)	(318.6)
Proceeds from sale of property, plant & equipment	37.8	192.4
Payment for businesses acquired, net of acquired cash	(528.0)	(1,634.5)
Other, net	(0.1)	0.1
Net cash used for investing activities	$      (940.7)	$   (1,760.6)
Financing Activities
Proceeds from short-term debt	1,288.2	0.0
Payment of short-term debt	(976.2)	0.0
Payment of current maturities and long-term debt	(557.6)	(1,444.0)
Proceeds from issuance of long-term debt	550.0	1,600.0
Debt issuance and exchange costs	(2.9)	(13.3)
Payment of finance leases	(27.0)	(4.8)
Dividends paid	(159.5)	(147.3)
Share-based compensation, shares withheld for taxes	(17.4)	(15.8)
Other, net	0.2	(0.6)
Net cash provided by (used for) financing activities	$           97.8	$        (25.8)
Net decrease in cash and cash equivalents and restricted cash	(94.6)	(1,061.6)
Cash and cash equivalents and restricted cash at beginning of year	241.5	1,198.0
Cash and cash equivalents and restricted cash at end of period	$         146.9	$         136.4
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

4

notes to condensed consolidated financial statements

Note 1: summary of significant accounting policies

NATURE OF OPERATIONS

Vulcan Materials Company (the “Company” or “Vulcan”), a New Jersey corporation, is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel), a major producer of asphalt mix and ready-mixed concrete, and a supplier of construction paving services.

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 aggregates markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico (see Note 8, NAFTA Arbitration). Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, Arizona, California, Maryland, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, U.S. Virgin Islands, Washington D.C. and Bahamas markets.

BASIS OF PRESENTATION

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards, if any, as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, particularly in light of the uncertainty over the economic and operational impacts of the current conflict between Russia and Ukraine. Construction activity continues to be impacted by capacity constraints (including supply chain bottlenecks, labor shortages and transportation availability) and cost inflation. Additionally, period-over-period comparisons are significantly impacted by our August 2021 acquisition of U.S. Concrete (see Note 16).

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes. Events that relate to conditions arising after September 30, 2022 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

In connection with our August 2021 U.S. Concrete acquisition, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca). Orca was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

5

RESTRICTED CASH

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

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 millions	2022	2021	2022	2021
Discontinued Operations
Pretax loss	$        (1.6)	$        (0.3)	$      (21.7)	$        (3.6)
Income tax benefit	0.4	0.1	5.6	0.9
Loss on discontinued operations,
net of tax	$        (1.2)	$        (0.2)	$      (16.1)	$        (2.7)

Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (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 millions	2022	2021	2022	2021
Weighted-average common shares
outstanding	133.0	132.8	133.0	132.8
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2	0.3	0.2	0.3
Other stock compensation awards	0.4	0.4	0.4	0.4
Weighted-average common shares
outstanding, assuming dilution	133.6	133.5	133.6	133.5

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.

6

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 millions	2022	2021	2022	2021
Antidilutive common stock equivalents	0.1	0.1	0.1	0.1

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2022 presentation.

Note 2: Leases

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

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

		September 30	December 31	September 30
dollars in millions	Classification on the Balance Sheet	2022	2021	2021
Assets 1
Operating lease ROU assets		$        778.8	$        771.1	$        728.8
Accumulated amortization		(89.6)	(79.7)	(71.9)
Operating leases, net	Operating lease right-of-use assets, net	689.2	691.4	656.9
Finance lease assets		111.2	129.2	125.6
Accumulated depreciation		(12.6)	(8.8)	(5.0)
Finance leases, net	Property, plant & equipment, net	98.6	120.4	120.6
Total lease assets		$        787.8	$        811.8	$        777.5
Liabilities 1
Current
Operating	Other current liabilities	$          51.9	$          49.2	$          48.7
Finance	Other current liabilities	27.7	35.4	38.4
Noncurrent
Operating	Noncurrent operating lease liabilities	643.3	642.5	622.3
Finance	Other noncurrent liabilities	45.9	60.5	63.2
Total lease liabilities		$        768.8	$        787.6	$        772.6
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		20.1	21.0	21.0
Finance leases		3.1	3.3	3.4
Weighted-average discount rate
Operating leases		3.7%	3.8%	3.9%
Finance leases		1.6%	1.3%	1.2%

¹ Includes lease assets and liabilities that are classified as held for sale as detailed in Note 16.

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.

7

The components of lease expense are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Lease Cost
Finance lease cost
Depreciation of right-of-use assets	$            4.2	$            0.8	$          12.9	$            2.2
Interest on lease liabilities	0.2	0.2	0.9	0.2
Operating lease cost	21.7	18.4	65.6	49.2
Short-term lease cost 1	12.3	7.7	32.8	17.9
Variable lease cost	4.7	2.2	8.9	7.7
Sublease income	(0.6)	(0.6)	(2.2)	(2.4)
Total lease cost	$          42.5	$          28.7	$        118.9	$          74.8

¹ Our short-term lease cost includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for operating leases was $60.0 million and $44.6 million for the nine months ended September 30, 2022 and 2021, respectively. Cash paid for finance leases (principal and interest) was $28.0 million and $4.8 million for the nine months ended September 30, 2022 and 2021, respectively.

Note 3: Income Taxes

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates and permanent differences between book and tax accounting such as percentage depletion. 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 2022, we recorded income tax expense from continuing operations of $82.3 million compared to $51.7 million in the third quarter of 2021. The increase in tax expense was primarily related to an increase in pretax earnings, the recording of a valuation allowance during the quarter against the net operating losses of one of our Mexican subsidiaries (discussed further below) and the impairment of non-tax deductible goodwill (see Note 15).

For the first nine months of 2022, we recorded income tax expense from continuing operations of $164.6 million compared to $169.7 million for the first nine months of 2021. The decrease in tax expense was primarily related to lower pretax earnings partially offset by the impairment of non-tax deductible goodwill.

In August 2022, the Inflation Reduction Act (IRA) was signed into law. The IRA introduces a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions. The CAMT provision is effective for tax years beginning on or after January 1, 2023. We do not anticipate that the provisions of the IRA will be material to our income taxes.

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, 2021.

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.

8

As discussed in Note 8, in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico. The impact of the shutdown, combined with recent increased costs (primarily due to underwater mining) has resulted in substantial losses. We project that Calica will generate a net operating loss (NOL) deferred tax asset of $13.6 million for 2022. Based on the weight of all available positive and negative evidence, we have concluded that it is more likely than not that Calica will be unable to realize the NOL deferred tax asset during the carryforward period. Therefore, in the third quarter of 2022, we recorded a valuation allowance against the current year NOL deferred tax asset as a component of the EAETR. Should the Mexican government lift the shutdown and/or we are successful in our NAFTA claim, we will reevaluate the need for a valuation allowance against the NOL deferred tax asset.

In February 2021, the Alabama Business Competitiveness Act (ABC Act) was signed into law. The ABC Act contained a provision requiring most taxpayers to change from a three-factor, double-weighted sales method to a single-sales factor method to apportion income to Alabama. This provision had the effect of significantly reducing our apportionment of income to Alabama, thereby further inhibiting our ability to utilize our Alabama NOL carryforward. As a result, we recorded a charge in the first quarter of 2021 to increase the valuation allowance by $13.7 million. No other material tax impacts resulted from the enactment of the ABC Act.

We project Alabama NOL carryforward deferred tax assets at December 31, 2022 of $61.6 million against which we have a valuation allowance of $42.9 million (after considering the ABC Act). Almost all of the Alabama NOL carryforward would expire between 2023 and 2029 if not utilized.

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. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.

9

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 recorded as liabilities until remitted and thus are excluded from revenues. Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market (excluding the U.S. Concrete acquisition which is only presented by segment) for the three and nine month periods ended September 30, 2022 and 2021 are disaggregated as follows:

	Three Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       420.2	$         61.4	$         90.7	$           0.0	$       572.3
Gulf Coast	759.4	64.1	17.6	2.1	843.2
West	204.4	184.7	22.3	0.0	411.4
U.S. Concrete	106.5	0.0	319.9	0.0	426.4
Segment sales	$    1,490.5	$       310.2	$       450.5	$           2.1	$    2,253.3
Intersegment sales	(165.0)	0.0	0.0	0.0	(165.0)
Total revenues	$    1,325.5	$       310.2	$       450.5	$           2.1	$    2,088.3

	Three Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       362.9	$         44.0	$         63.1	$           0.0	$       470.0
Gulf Coast	616.9	52.6	19.7	1.5	690.7
West	159.3	124.1	14.7	0.0	298.1
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    1,172.4	$       220.7	$       219.2	$           1.5	$    1,613.8
Intersegment sales	(97.3)	0.0	0.0	0.0	(97.3)
Total revenues	$    1,075.1	$       220.7	$       219.2	$           1.5	$    1,516.5

	Nine Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$    1,045.7	$       132.0	$       223.4	$           0.0	$    1,401.1
Gulf Coast	2,129.3	166.7	55.1	5.4	2,356.5
West	541.1	453.4	51.9	0.0	1,046.4
U.S. Concrete	297.4	0.0	903.0	0.0	1,200.4
Segment sales	$    4,013.5	$       752.1	$    1,233.4	$           5.4	$    6,004.4
Intersegment sales	(421.1)	0.0	0.0	0.0	(421.1)
Total revenues	$    3,592.4	$       752.1	$    1,233.4	$           5.4	$    5,583.3

	Nine Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       960.7	$       104.2	$       184.5	$           0.0	$    1,249.4
Gulf Coast	1,743.2	140.1	55.7	5.5	1,944.5
West	455.5	336.1	34.9	0.0	826.5
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    3,192.7	$       580.4	$       396.8	$           5.5	$    4,175.4
Intersegment sales	(229.5)	0.0	0.0	0.0	(229.5)
Total revenues	$    2,963.2	$       580.4	$       396.8	$           5.5	$    3,945.9

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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

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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 $71.1 million (3.4% of total revenues) and $66.2 million (4.4% of total revenues) for the three months ended September 30, 2022 and 2021, respectively, and $178.0 million (3.2% of total revenues) and $168.2 million (4.3% of total revenues) for the nine months ended September 30, 2022 and 2021, 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 costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity. Likewise, the costs related to freight & delivery are included in cost of revenues.

Freight & delivery revenues are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Freight & Delivery Revenues
Total revenues	$    2,088.3	$    1,516.5	$    5,583.3	$    3,945.9
Freight & delivery revenues 1	(261.8)	(206.1)	(727.4)	(564.6)
Total revenues excluding freight & delivery	$    1,826.5	$    1,310.4	$    4,855.9	$    3,381.3

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.

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VOLUMETRIC PRODUCTION PAYMENT DEFERRED REVENUES

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

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 20 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 millions	2022	2021	2022	2021
Deferred Revenue
Balance at beginning of period	$       165.9	$       174.1	$       170.1	$       178.0
Revenue recognized from deferred revenue	(2.2)	(2.0)	(6.4)	(5.9)
Balance at end of period	$       163.7	$       172.1	$       163.7	$       172.1

Based on expected sales from the specified quarries, we expect to recognize $7.5 million of VPP deferred revenue as income during the twelve-month period ending September 30, 2023 (reflected in other current liabilities in our September 30, 2022 Condensed Consolidated Balance Sheet).

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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 millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Mutual funds	$          24.9	$          34.7	$          30.5
Total	$          24.9	$          34.7	$          30.5

	Level 2 Fair Value
	September 30	December 31	September 30
in millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$            1.6	$            0.6	$            1.3
Total	$            1.6	$            0.6	$            1.3

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 (high-quality, short-term, U.S. dollar-denominated money market instruments).

Net gains (losses) of the Rabbi Trusts’ investments were $(8.1) million and $2.4 million for the nine months ended September 30, 2022 and 2021, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at September 30, 2022 and 2021 were $(8.3) million and $2.0 million, respectively.

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

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

During the third quarter of 2022, net assets held for sale with a carrying value of $196.9 million were written down to their estimated fair value less cost to sell of $180.0 million, resulting in an impairment loss of $16.9 million. The estimated fair value was determined based on the expected proceeds from the probable sale of the disposal group. Refer to Note 16 for the major categories of assets and liabilities classified as held for sale and Note 15 for a related goodwill impairment charge. 

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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, 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.

In 2007, 2018 and 2020, 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 cash flow hedges is deferred (recorded in accumulated other comprehensive income (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 millions	Statement	2022	2021	2022	2021
Cash Flow Hedges
	Interest
Loss reclassified from AOCI	expense	$        (0.5)	$        (0.5)	$        (1.5)	$        (1.5)

For the twelve-month period ending September 30, 2023, we estimate that $2.1 million of the $21.4 million net of tax loss in AOCI will be reclassified to interest expense.

Note 7: Debt

Debt is detailed as follows:

	Effective	September 30	December 31	September 30
in millions	Interest Rates	2022	2021	2021
Short-term Debt
Bank line of credit expires 2027 1		$          312.0	$            0.0	$            0.0
Commercial paper expires 2027 1		$              0.0	0.0	0.0
Total short-term debt		$          312.0	$            0.0	$            0.0
Long-term Debt
Bank line of credit expires 2027 1		$              0.0	$            0.0	$            0.0
Commercial paper expires 2027 1		550.0	0.0	0.0
Delayed draw term loan expires 2026		550.0	1,100.0	1,100.0
8.85% notes due 2021		0.0	0.0	6.0
4.50% notes due 2025	4.65%	400.0	400.0	400.0
3.90% notes due 2027	4.00%	400.0	400.0	400.0
3.50% notes due 2030	3.94%	750.0	750.0	750.0
7.15% notes due 2037	8.05%	129.2	129.2	129.2
4.50% notes due 2047	4.59%	700.0	700.0	700.0
4.70% notes due 2048	5.42%	460.9	460.9	460.9
Other notes	0.40%	1.8	9.5	11.1
Total long-term debt - face value		$       3,941.9	$     3,949.6	$     3,957.2
Unamortized discounts and debt issuance costs		(67.2)	(69.6)	(70.9)
Total long-term debt - book value		$       3,874.7	$     3,880.0	$     3,886.3
Less current maturities		0.5	5.2	12.2
Total long-term debt - reported value		$       3,874.2	$     3,874.8	$     3,874.1
Estimated fair value of long-term debt		$       3,620.1	$     4,418.5	$     4,442.1

¹ Borrowings on the bank line of credit and commercial paper 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.

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Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $5.0 million and $12.6 million of net interest expense for these items for the nine months ended September 30, 2022 and 2021, respectively.

DELAYED DRAW TERM LOAN, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

In June 2021, concurrent with the announcement of the pending acquisition of U.S. Concrete (see Note 16 for additional information), we obtained a $2,200.0 million bridge facility commitment from Truist Bank. Later in June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan with a subset of the banks that provide our line of credit and terminated the bridge facility commitment. The delayed draw term loan was drawn in August 2021 for $1,600.0 million upon the acquisition of U.S. Concrete, was paid down to $1,100.0 million in September 2021 and was further paid down to $550.0 million in August 2022 (amounts repaid are no longer available for borrowing). In March 2022, the delayed draw term loan was amended to extend the maturity date from August 2024 to August 2026. The delayed draw term loan contains covenants customary for an unsecured investment-grade facility and mirror those in our line of credit. As of September 30, 2022, we were in compliance with the delayed draw term loan covenants.

Financing costs for the bridge facility commitment and the delayed draw term loan totaled $13.3 million, $9.4 million of which was recognized as interest expense in the second quarter of 2021. Borrowings on the delayed draw term loan bear interest, at our option, at either the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 0.750% to 1.250% or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.250%. The margins are determined by our credit ratings. As of September 30, 2022, the margin for SOFR borrowings was 0.875%, and the margin for base rate borrowings was 0.000%.

Our unsecured line of credit was amended in August 2022 to increase the amount from $1,000.0 million to $1,600.0 million and extend the maturity date from September 2026 to August 2027. Our line of credit contains covenants customary for an unsecured investment-grade facility. As of September 30, 2022, we were in compliance with the covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin ranging from 1.000% to 1.625% or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.625%. The margins are determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the margin for SOFR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.090% to 0.225% determined by our credit ratings. As of September 30, 2022, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125%, and the commitment fee for the unused amount was 0.100%.

In August 2022, we established a $1,600.0 million commercial paper program and borrowed $550.0 million under the program. Commercial paper borrowings bear interest at rates determined at the time of issuance and as agreed between us and the commercial paper investors.

As of September 30, 2022, our available borrowing capacity under the line of credit was $1,210.0 million. Utilization of the borrowing capacity was as follows:

$312.0 million was borrowed

$78.0 million was used to support standby letters of credit

TERM DEBT

Essentially all of our $3,941.9 million (face value) of term debt (which includes the $550.0 million delayed draw term loan and the $550.0 million commercial paper) is unsecured. $2,840.2 million of such debt is governed by two essentially identical indentures that contain customary investment-grade type covenants. As of September 30, 2022, we were in compliance with all term debt covenants.

In August 2021, we assumed $434.5 million (fair value) of senior notes due 2029 in connection with the acquisition of U.S. Concrete and retired these notes in September 2021.

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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. Except for $26.1 million of risk management letters of credit that expire in 2023, our standby letters of credit are issued by banks that participate in our $1,600.0 million line of credit and reduce the borrowing capacity thereunder. Our standby letters of credit as of September 30, 2022 are summarized by purpose in the table below:

in millions
Standby Letters of Credit
Risk management insurance	$          96.6
Reclamation/restoration requirements	7.5
Total	$        104.1

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 lease liabilities totaled $768.8 million as of September 30, 2022 (including liabilities classified as held for sale – see Note 16).

As summarized by purpose in Note 7, our standby letters of credit totaled $104.1 million as of September 30, 2022.

As described in Note 9, our asset retirement obligations totaled $340.0 million as of September 30, 2022.

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 millions	2022	2021	2021
Accrued Environmental Remediation Costs
Continuing operations	$          27.3	$          23.2	$          25.4
Retained from former Chemicals business	8.2	10.7	10.7
Total	$          35.5	$          33.9	$          36.1

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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.

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

In August 2017, the EPA informed certain members of the CPG, including Vulcan and others, 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 identified in the ROD. This voluntary allocation process established an impartial third-party expert recommendation for use by the government and the participants as the basis of possible settlements, including settlements related to future remediation actions. The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in late December 2020. Certain PRPs, including Vulcan, thereafter received a joint confidential settlement demand from the EPA/Department of Justice (DOJ). In early February 2022, Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement in principle with the EPA/DOJ. The Settling Defendants and the governmental agencies intend to negotiate a consent decree. If the consent decree is approved by the court, Vulcan’s portion of the settlement would be within the immaterial loss recorded for this matter in 2015.

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 how the proposed settlement with the EPA/DOJ would affect the Occidental lawsuit.

■ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During 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, Texas Brine Company, L.L.C. (Texas Brine) was the operator contracted by Vulcan to mine and deliver the brine. We sold our Chemicals Division in 2005 and transferred our rights and interest related to the salt and mining operations to the purchaser, a subsidiary of Occidental Chemical Company (Occidental), and we have had no association with the leased premises or Texas Brine since that time. After the sale, Texas Brine continued to mine and deliver brine to Occidental. 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 filed in federal court before the Eastern District of Louisiana in New Orleans.

There have been 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 by Texas Brine. We were then added as a direct and third-party defendant by other parties, including a direct claim by the State of Louisiana. Damage categories encompassed within the litigation include, but are not limited to, individual plaintiffs’ claims for property damage; a claim by the State of Louisiana for response costs and civil penalties; claims by Texas Brine for past and future response costs, loss of profits and investment opportunities, indemnity and contribution, attorneys’ fees, other litigation costs, and judicial interest; claims for physical damages to nearby oil and gas pipelines and storage facilities (pipelines); and business interruption claims.

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The claims implicating Vulcan sound in tort and contract. With regard to the tort claims, it has been alleged that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to act. With regard to the contract claims, it has also been alleged that we breached the salt lease with Occidental, as well as an operating agreement and related contracts with Texas Brine; that we are strictly liable for certain 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 the basis of comparative fault against Texas Brine and Occidental. Vulcan and Occidental have since dismissed their claims against one another. The State of Louisiana has claims that remain pending against Texas Brine, Vulcan, and Occidental. Texas Brine and Occidental also have claims pending against each other in arbitration.

A joint bench trial (judge only) began in September 2017 and ended in October 2017 in the three pipeline cases. The trial addressed comparative fault and liability for causing the sinkhole. In December 2017, the judge issued a ruling allocating fault among the three defendants as follows: Occidental (and affiliates) 50%, Texas Brine (and its wholly-owned subsidiary) 35% and Vulcan 15%. This ruling was appealed by the parties in each of the pipeline cases. In December 2020, the Louisiana Court of Appeal, First Circuit, issued a Notice of Judgment and Disposition in one of the pipeline cases reversing in part and amending the trial court judgment to reallocate 20% of the fault from Occidental to Texas Brine, with the result that 30% of the fault is now allocated to Occidental and 55% of the fault is now allocated to Texas Brine (and its wholly-owned subsidiary). The Court of Appeal affirmed the 15% fault allocation to Vulcan. The Court of Appeal made various other findings, including findings related to the arbitrability of claims between Occidental and Texas Brine. In May 2021 and April 2022, the Court of Appeal issued judgments in the other two pipeline cases, assigning the same fault allocation. Writs were sought from the Louisiana Supreme Court for review of all three appellate decisions. Those applications were denied, resulting in final judgments regarding fault allocations in the three pipeline cases.

We have settled claims by all plaintiffs except claims by the State of Louisiana and Texas Brine, including a recent overlapping lawsuit by Texas Brine asserting claims and demands against Vulcan concerning potential exposure by Texas Brine to Occidental and the State of Louisiana and ongoing and future sinkhole-related Louisiana regulatory matters. The new Texas Brine lawsuit also adds a former Vulcan employee as a defendant. In August 2022, Vulcan removed this lawsuit to federal court and filed initial responsive pleadings.

During the second quarter of 2022, we recorded an immaterial loss related to claims by Texas Brine. During August 2022, Vulcan and Texas Brine commenced a bench trial related to Texas Brine’s claims that remained pending in the three pipeline cases. After three days of trial, the parties stipulated to the amount of Texas Brine’s tort damages at issue in the trial. After applying Vulcan’s 15% fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial is within the immaterial loss recorded during the second quarter of 2022. The court will now decide the amount of interest and costs, if any, to apply to the stipulated award. We anticipate that the court’s judgment will be consistent with the immaterial loss recorded during the second quarter of 2022. The stipulation did not resolve the numerous pre-trial judgments that are on appeal, which dismissed or barred what were potentially much more significant damage claims between Texas Brine and Vulcan. We cannot at this time reasonably estimate the range of liability, if any, that could result if an appellate court reverses any of the trial court’s pre-trial judgments.

At this time we cannot reasonably estimate a range of liability pertaining to the claims brought by the State of Louisiana. The State’s lawsuit has been dormant awaiting final disposition of the Phase 1 (liability) proceedings in the three pipeline cases. We are also unable to assess the range of liability, if any, that could result from Texas Brine’s new lawsuit.

■ 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 cases.

■ HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order directing 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.

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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 new treatment system is fully operational. 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 Valley 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 our evaluation of the need for an offsite remedy. In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of LADWP’s Rinaldi-Toluca (RT) wellfield project. PDI investigative activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a Draft PDI Evaluation Report to the EPA. The PDI Evaluation Report summarizes data collection activities conducted pursuant to the Draft PDI Work Plan and provides model updates and evaluation of remediation alternatives for offsite areas. The EPA provided an initial set of comments on the Draft PDI Evaluation Report in May 2019 and a final set of comments in October 2020. The final set of comments included a request for Vulcan to revise and develop a final PDI Evaluation Report. The final comments further provided, if Vulcan agrees, a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report that would require the EPA to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill. In December 2020, Vulcan submitted the Final PDI Evaluation Report, which included edits to the Draft PDI Evaluation Report and responses to the EPA’s comments. Until the EPA’s review and approval of the Final PDI Evaluation Report and any Supplemental PDI Evaluation Report on remedial alternative(s) is complete and an effective remedy has been selected by the EPA or agreed upon, we cannot identify any further remedial action that may be required. Given the various stakeholders involved and the uncertainties relating to remediation 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 fourth quarter of 2021, Vulcan completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount. Discussions are ongoing with Honeywell regarding other costs Honeywell has incurred or will incur. 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 to be treated by Honeywell’s system, and we expect this work to be completed during the fourth quarter of 2022. 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. 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.

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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 with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration.

A hearing on the merits took place in July 2021. While we awaited the final resolution from the tribunal, we continued to engage with government officials to pursue an amicable resolution of the dispute. On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico. On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Known Trends or Uncertainties). On July 11, 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult. Legacy Vulcan’s ancillary claim will be addressed as part of the pending arbitration, and we expect that the NAFTA arbitration tribunal will issue a decision no earlier than 2023.

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 are successful.

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

Note 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, including legal obligations for land reclamation at both owned properties and mineral leases. 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.

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 millions	2022	2021	2022	2021
ARO Operating Costs
Accretion	$          3.6	$          3.3	$        10.7	$          9.8
Depreciation	2.4	3.0	7.2	8.2
Total	$          6.0	$          6.3	$        17.9	$        18.0

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

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

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Asset Retirement Obligations
Balance at beginning of period	$       321.1	$       286.4	$       315.2	$       283.2
Liabilities incurred	19.2	10.7	21.5	11.7
Liabilities settled	(2.3)	(5.3)	(5.6)	(10.4)
Accretion expense	3.6	3.3	10.7	9.8
Revisions, net	(1.6)	3.2	(1.8)	4.0
Balance at end of period	$       340.0	$       298.3	$       340.0	$       298.3

The increase in ARO liabilities from September 30, 2021 to September 30, 2022 primarily relates to acquisitions completed in 2022 (see Note 16).

Note 10: Benefit Plans

PENSION PLANS

We sponsor two qualified, noncontributory defined benefit pension plans, the Vulcan Materials Company Pension Plan (VMC Pension Plan) and the CMG Hourly Pension Plan (CMG Pension Plan). The VMC Pension Plan has been closed to new entrants since 2007, and benefit accruals ceased in 2005 for hourly participants and 2013 for salaried participants. The CMG Pension Plan is closed to new entrants other than through one small union, and benefits continue to accrue equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

During October 2021, we purchased (using pension plan assets) an irrevocable group annuity contract (pension lift-out) from an insurance company to transfer approximately 10% of the total projected benefit obligation as of the purchase date. As a result of this transaction: 1) we incurred a settlement charge of $12.1 million, 2) we were relieved of all responsibility for these pension obligations, and 3) the insurance company is now required to pay and administer the retirement benefits owed to 2,764 U.S. retirees and beneficiaries (representing approximately 50% of retirees in payment status at that time), with no change to the amount, timing or form of retirement benefit payments.

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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          1.0	$          1.2	$          3.0	$          3.6
Interest cost	5.3	4.9	15.8	14.6
Expected return on plan assets	(7.5)	(11.4)	(22.6)	(34.1)
Amortization of prior service cost	0.4	0.3	1.1	1.0
Amortization of actuarial loss	1.1	2.2	3.2	6.5
Net periodic pension benefit cost (credit)	$          0.3	$        (2.8)	$          0.5	$        (8.4)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$          1.5	$          2.5	$          4.3	$          7.5

The contributions to pension plans for the nine months ended September 30, 2022 and 2021, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods.

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POSTRETIREMENT PLANS

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2021, we amended our postretirement healthcare plan to increase our employer contribution rate from the previously capped level (established in 2015) to a higher level effective 2022. This will serve as a cost reduction for retirees in 2022 that will carry forward as we use this new benchmark for future employer contributions. 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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          0.6	$          0.3	$          1.7	$          0.8
Interest cost	0.3	0.1	0.7	0.3
Amortization of prior service credit	0.0	(0.5)	(0.2)	(1.4)
Amortization of actuarial gain	(0.3)	(0.4)	(1.0)	(1.1)
Net periodic postretirement benefit cost (credit)	$          0.6	$        (0.5)	$          1.2	$        (1.4)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$        (0.3)	$        (0.9)	$        (1.2)	$        (2.5)

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor five defined contribution plans including three plans related to the U.S. Concrete acquisition. 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 $49.1 million and $49.9 million for the nine months ended September 30, 2022 and 2021, respectively.

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Note 11: other Comprehensive Income

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

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

	September 30	December 31	September 30
in millions	2022	2021	2021
AOCI
Cash flow hedges	$         (21.4)	$         (22.5)	$         (22.9)
Pension and postretirement plans	(128.0)	(130.2)	(153.6)
Total	$       (149.4)	$       (152.7)	$       (176.5)

Changes in AOCI, net of tax, for the nine months ended September 30, 2022 are as follows:

		Pension and
	Cash Flow	Postretirement
in millions	Hedges	Benefit Plans	Total
AOCI
Balances as of December 31, 2021	$         (22.5)	$       (130.2)	$       (152.7)
Amounts reclassified from AOCI	1.1	2.2	3.3
Net current period OCI changes	1.1	2.2	3.3
Balances as of September 30, 2022	$         (21.4)	$       (128.0)	$       (149.4)

Amounts reclassified from AOCI to earnings are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Amortization of Cash Flow Hedge Losses
Interest expense	$            0.5	$            0.5	$            1.5	$             1.5
Benefit from income taxes	(0.1)	(0.1)	(0.4)	(0.4)
Total	$            0.4	$            0.4	$            1.1	$             1.1
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$            1.0	$            1.7	$            3.0	$             5.0
Benefit from income taxes	(0.3)	(0.5)	(0.8)	(1.3)
Total	$            0.7	$            1.2	$            2.2	$             3.7
Total reclassifications from AOCI to earnings	$            1.1	$            1.6	$            3.3	$             4.8

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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, 2022, December 31, 2021 and September 30, 2021.

There were no common stock purchases for the periods ended September 30, 2022, December 31, 2021 and September 30, 2021.

As of September 30, 2022, 8,064,851 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except per share data	2022	2021	2022	2021
Total Shareholders' Equity
Balance at beginning of period	$      6,721.1	$      6,293.1	$      6,545.0	$      6,027.3
Net earnings attributable to Vulcan	177.1	176.9	456.2	532.9
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes	(0.1)	(3.9)	(17.2)	(16.8)
Share-based compensation expense	9.7	7.5	27.9	25.2
Cash dividends on common stock
($0.40/$0.37/$1.20/$1.11 per share, respectively)	(53.2)	(49.1)	(159.5)	(147.3)
Other comprehensive income	1.1	1.6	3.3	4.8
Balance at end of period	$      6,855.7	$      6,426.1	$      6,855.7	$      6,426.1
Noncontrolling Interest
Balance at beginning of period	$           23.1	$             0.0	$           22.7	$             0.0
Acquisition of noncontrolling interest	0.0	23.1	0.0	23.1
Earnings (loss) attributable to noncontrolling interest	0.1	(0.1)	0.5	(0.1)
Balance at end of period	$           23.2	$           23.0	$           23.2	$           23.0
Total Equity
Balance at end of period	$      6,878.9	$      6,449.1	$      6,878.9	$      6,449.1

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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 and are excluded from total revenues. 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 millions	2022	2021	2022	2021
Total Revenues
Aggregates 1	$       1,490.5	$       1,172.4	$       4,013.5	$       3,192.7
Asphalt 2	310.2	220.7	752.1	580.4
Concrete	450.5	219.2	1,233.4	396.8
Calcium	2.1	1.5	5.4	5.5
Segment sales	$       2,253.3	$       1,613.8	$       6,004.4	$       4,175.4
Aggregates intersegment sales	(165.0)	(97.3)	(421.1)	(229.5)
Total revenues	$       2,088.3	$       1,516.5	$       5,583.3	$       3,945.9
Gross Profit
Aggregates	$          436.1	$          372.4	$       1,081.3	$          969.8
Asphalt	29.5	7.1	40.2	17.6
Concrete	26.5	14.3	84.7	32.4
Calcium	0.8	0.3	1.6	1.9
Total	$          492.9	$          394.1	$       1,207.8	$       1,021.7
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$          113.5	$            93.3	$          324.4	$          258.5
Asphalt	8.9	9.0	26.0	27.1
Concrete	21.7	8.7	63.5	16.6
Calcium	0.0	0.0	0.1	0.1
Other	6.9	6.5	21.0	18.7
Total	$          151.0	$          117.5	$          435.0	$          321.0
Identifiable Assets 3
Aggregates			$     11,713.5	$     10,940.6
Asphalt			671.3	617.8
Concrete 4			1,773.8	1,720.7
Calcium			4.2	3.9
Total identifiable assets			$     14,162.8	$     13,283.0
General corporate assets			306.1	268.6
Cash and cash equivalents and restricted cash			146.9	136.4
Total assets			$     14,615.8	$     13,688.0

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.
4	Includes assets classified as held for sale (see Note 16).

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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	2022	2021
Cash Payments
Interest (exclusive of amount capitalized)	$         96.6	$         81.5
Income taxes	133.7	122.1
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$         37.5	$         27.5
Recognition of new and revised asset retirement obligations 1	0.6	15.7
Recognition of new and revised lease obligations for 1
Operating lease ROU assets	35.5	77.8
Finance lease ROU assets	3.5	9.8
Amounts referable to business acquisitions
Operating lease ROU assets	1.7	194.8
Finance lease ROU assets	0.0	108.0
Other liabilities assumed	43.5	687.6
Consideration payable to seller	65.4	0.0

¹ Excludes amounts acquired in business acquisitions.

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. 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.

During the third quarter of 2022, we performed an interim goodwill impairment test due to a more-likely-than-not expectation of selling a reporting unit classified as held for sale (see Note 16). The carrying value of this reporting unit exceeded its estimated fair value (based on the expected proceeds from the probable sale) resulting in an impairment loss of $50.9 million. There were no charges for goodwill impairment in the nine month period ended September 30, 2021. Accumulated goodwill impairment losses amount to $303.6 million ($252.7 million in our former Cement segment and $50.9 in our Concrete 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, 2021 to September 30, 2022 are shown below:

in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Goodwill
Totals at December 31, 2021	$    3,316.6	$         91.6	$       288.5	$           0.0	$    3,696.7
Goodwill of acquired businesses 1	13.3	0.0	45.4	0.0	58.7
Goodwill impairment	0.0	0.0	(50.9)	0.0	(50.9)
Totals at September 30, 2022	$    3,329.9	$         91.6	$       283.0	$           0.0	$    3,704.5

¹ See Note 16 for acquisitions.

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Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2022 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2022, we purchased the following operations for total consideration of $593.4 million:

California — eight aggregates, four asphalt mix and seven ready-mixed concrete operations

Texas — five aggregates operations

Virginia — four ready-mixed concrete operations and two idle ready-mixed concrete sites

Honduras — an aggregates operation serving limited markets along the Gulf Coast

The 2022 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations either individually or collectively, and acquisition related expenses were immaterial. The fair value of consideration transferred for these 2022 acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed are summarized below:

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash	$        528.0
Payable to seller	65.4
Total fair value of purchase consideration	$        593.4
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$          28.5
Inventories	15.3
Other current assets	0.3
Property, plant & equipment	517.0
Intangible assets
Contractual rights in place	61.2
Deferred income taxes, net	(12.1)
Other liabilities assumed	(28.9)
Net identifiable assets acquired	$        581.3
Goodwill	$          12.1

As a result of the 2022 acquisitions, we recognized $61.2 million of amortizable intangible assets and $12.1 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years. The $12.1 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of the goodwill recognized will be deductible for income tax purposes.

2021 BUSINESS ACQUISITIONS — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. for total consideration of $1,634.5 million, net of cash acquired:

British Columbia, Canada — aggregates and aggregates blue-water transportation operations

California — aggregates distribution terminals and concrete operations

New Jersey — aggregates and concrete operations

New York — aggregates and concrete operations

Oklahoma — aggregates and concrete operations

Pennsylvania — concrete operations

Texas — aggregates and concrete operations

U.S. Virgin Islands — aggregates and concrete operations

Washington, D.C. — concrete operations

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The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and U.S. Concrete as if they were combined as of January 1, 2020. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of this combination. Consistent with the assumed acquisition date of January 1, 2020, the pro forma information excludes transactions between Vulcan and U.S. Concrete. The following pro forma information also includes 1) charges directly attributable to the acquisition, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets and 4) interest expense and debt retirement costs reflecting the new debt structure:

	Three Months Ended	Nine Months Ended
	September 30	September 30
in millions	2021	2021
Supplemental Pro Forma Results
Total revenues	$1,731.9	$4,755.1
Net earnings attributable to Vulcan	$225.5	$543.7

The unaudited pro forma results above may not be indicative of the results that would have been obtained had this acquisition occurred at the beginning of 2020, nor does it intend to be a projection of future results.

The fair value of consideration transferred for the U.S. Concrete acquisition and the amounts of assets acquired and liabilities assumed are summarized below:

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash 1	$      1,634.5
Total fair value of purchase consideration	$      1,634.5
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$         235.6
Inventories	80.6
Other current assets	8.7
Property, plant & equipment	1,086.2
Operating lease right-of-use assets	217.6
Intangible assets
Contractual rights in place	622.6
Other intangibles	60.3
Other noncurrent assets	5.3
Deferred income taxes, net	(241.4)
Debt assumed	(443.7)
Other liabilities assumed	(546.2)
Noncontrolling interest	(22.3)
Net identifiable assets acquired	$      1,063.3
Goodwill	$         571.2

¹ Includes $1,268.5 million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384.4 million of U.S. Concrete obligations paid on the acquisition date, less $18.4 million of cash acquired.

Additionally, during 2021, we purchased concrete operations in California for total consideration of $4.9 million.

As a collective result of the 2021 acquisitions, we recognized $685.5 million of amortizable intangible assets and $571.2 million of goodwill, representing an increase in goodwill of $46.6 million from December 31, 2021 (see Note 15 for subsequent impairment of a portion of this goodwill). The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $571.2 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and synergies expected to be realized from acquiring an established business with assets that have been assembled over a long period of time — the collection of those assets combined with our assets can earn a higher rate of return than either individually. Of the total goodwill recognized, $106.0 million will be deductible for income tax purposes.

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DIVESTITURES AND PENDING DIVESTITURES

During the third quarter of 2022, we sold:

Excess real estate in Southern California resulting in a pretax gain of $23.5 million

In the first quarter of 2021, we sold:

A reclaimed quarry in Southern California resulting in a pretax gain of $114.7 million (net of a $12.9 million contingency and other directly related obligations)

The probable divestiture of concrete operations in New York, New Jersey and Pennsylvania (acquired in the 2021 U.S. Concrete acquisition) is presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2022. We expect the sale to occur in the fourth quarter of 2022. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

	September 30		December 31		September 30
in millions		2022	2021		2021
Held for Sale (Concrete Segment)
Inventory		$          6.1		$          0.0		$          0.0
Land and land improvements, net		21.7		0.0		0.0
Buildings, machinery and equipment, net		81.3		0.0		0.0
Operating leases, net		115.0		0.0		0.0
Finance leases, net		17.2		0.0		0.0
Intangible contractual rights in place		66.7		0.0		0.0
Less: reserve for assets held for sale		(16.9)		0.0		0.0
Total assets held for sale		$      291.1		$          0.0		$          0.0
Current operating lease liabilities		$        (5.6)		$          0.0		$          0.0
Current finance lease liabilities		(4.6)		0.0		0.0
Noncurrent operating lease liabilities		(93.4)		0.0		0.0
Noncurrent finance lease liabilities		(7.5)		0.0		0.0
Total liabilities held for sale		$    (111.1)		$          0.0		$          0.0

No material assets met the criteria for held for sale at December 31, 2021 or September 30, 2021.

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

None

ACCOUNTING STANDARDS PENDING ADOPTION

NONE

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ITEM 2

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

GENERAL COMMENTS

Overview

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

Demand for our products is dependent on construction activity and correlates positively with changes in population growth, household formation and employment. End uses include public construction (e.g., highways, bridges, buildings, airports, schools, prisons, sewer and waste disposal systems, water supply systems, dams, reservoirs and other public construction projects), private nonresidential construction (e.g., manufacturing, retail, offices, industrial and institutional) and private residential construction (e.g., single-family houses, duplexes, apartment buildings and condominiums).

Aggregates have a very high weight-to-value ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials, rendering them uncompetitive compared to locally produced materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally available, high-quality aggregates. We serve these markets from quarries that have access to cost-effective long-haul transportation — shipping by barge and rail — and from our quarries in Quintana Roo, Mexico (see Note 8, NAFTA Arbitration) and Puerto Cortés, Honduras (acquired in the third quarter of 2022) with our fleet of Panamax-class, self-unloading ships. Additionally, as a result of our 2021 acquisition of U.S. Concrete, we serve markets in California and Hawaii from our quarry in British Columbia, Canada by means of a long-term marine shipping agreement with CSL Americas.

There are limited substitutes for quality aggregates. Due to zoning and permitting regulation and high transportation costs relative to the value of the product, the location of reserves is a critical factor to our long-term success.

No material part of our business depends upon any single customer whose loss would have a significant adverse effect on our business. In 2021, our five largest customers accounted for 8% of our total revenues, and no single customer accounted for more than 2% of our total revenues. Although approximately 45% to 55% of our aggregates shipments have historically been used in publicly-funded construction, such as highways, airports and government buildings, a relatively small portion of our sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail publicly-funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments. In addition, our sales to government entities span several hundred entities coast-to-coast, ensuring that negative changes to various government budgets would have a muted impact across such a diversified set of government customers.

While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate attractive financial returns and enhance financial returns in our core Aggregates segment. We produce and sell asphalt mix and/or ready-mixed concrete primarily in our Alabama, Arizona, California, Maryland, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, U.S. Virgin Islands, Washington D.C. and Bahamas markets. Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. In both of these downstream businesses, aggregates are primarily supplied from our operations.

Seasonality and cyclical nature of our business

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

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EXECUTIVE SUMMARY

Financial highlights for THIRD Quarter 2022

Compared to third quarter of 2021:
‎

Total revenues increased $571.8 million, or 38%, to $2,088.3 million

Gross profit increased $98.8 million, or 25%, to $492.9 million

Aggregates segment sales increased $318.1 million, or 27%, to $1,490.5 million

Aggregates segment freight-adjusted revenues increased $199.2 million, or 22%, to $1,097.2 million

Shipments increased 9%, or 5.2 million tons, to 65.4 million tons

Same-store shipments increased 3%, or 2.0 million tons, to 60.8 million tons

Freight-adjusted sales price increased 12.5%, or $1.86 per ton to $16.79

Same-store freight-adjusted sales price increased 13.2%, or $1.97 per ton to $16.86

Aggregates segment gross profit increased $63.7 million, or 17%, to $436.1 million

Unit profitability (as measured by gross profit per ton) increased 8% to $6.67 per ton

Asphalt, Concrete and Calcium segment gross profit increased $35.1 million, or 162%, to $56.8 million, collectively

Selling, administrative and general (SAG) expenses increased $31.5 million but decreased 0.3 percentage points (30 basis points) as a percentage of total revenues

Operating earnings increased $43.0 million, or 16%, to $305.4 million

Earnings attributable to Vulcan from continuing operations were unchanged at $1.33 per diluted share

Adjusted earnings attributable to Vulcan from continuing operations were $1.78 per diluted share, compared to $1.54 per diluted share

Net earnings attributable to Vulcan were essentially unchanged at $177.1 million, an increase of $0.2 million

Adjusted EBITDA was $507.0 million, an increase of $89.3 million, or 21%

Returned capital to shareholders via dividends ($53.2 million @ $0.40 per share versus $49.1 million @ $0.37 per share)

Consistent with our expectations for the second half of the year, strong pricing momentum and solid operational execution led to earnings growth in each of our segments. Aggregates cash gross profit per ton improved by 9%, a considerable acceleration from the first half of the year. This momentum, along with the ongoing favorable pricing environment and current visibility into private nonresidential and infrastructure demand, reinforces our confidence in our ability to deliver strong earnings growth in 2022.

Capital expenditures in the third quarter were $137.6 million, including $66.4 million for growth projects (year-to-date $377.6 million and $157.1 million, respectively). For the full year, we expect to spend $600 million to $650 million on capital expenditures. Full-year capital expenditures include spending for U.S. Concrete operations (acquired in August 2021) as well as spending for projects put on hold in 2020 due to the pandemic. We will continue to review our plans and will adjust as needed, while being thoughtful about preserving liquidity. During the quarter, we acquired strategic aggregates and downstream assets to complement our position in Northern California. Additionally, we acquired a quarry in Honduras from which we have been distributing materials to certain Gulf Coast markets since 2019 (see Note 16 to the condensed consolidated financial statements).

As of September 30, 2022, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 2.6 times (2.5 times on a net debt basis). We remain committed to our stated long-term target leverage range of 2.0 to 2.5 times total debt to trailing-twelve months Adjusted EBITDA.

Interest expense, net of interest income, was $46.1 million in the third quarter compared with $36.8 million in the prior year.

On a trailing-twelve months basis, return on invested capital was 13.6%, 0.6 percentage points (60 basis points) lower than the comparable prior year period. We are focused on driving further improvement through solid operating earnings growth coupled with disciplined capital management.

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OUTLOOK

We have continued to execute well and now expect full-year 2022 Adjusted EBITDA of $1.640 to $1.680 billion. Through the first nine months, aggregates shipments have exceeded the upper end of our expectations, driven by acquisitions and healthy underlying demand on our markets.

As we look ahead to 2023, leading indicators suggest that growing public construction activity, particularly highways, and the recovery in private nonresidential contract awards should help to offset contracting single-family residential demand. The pricing environment remains positive, and we expect to carry the strong momentum into 2023.

Our industry-leading aggregates focus positions us well for continued growth and value creation. We have a durable business model with strong fundamentals and less execution risk through economic cycles. This durability is evidenced by the consistent growth in our aggregates unit profitability, despite ongoing volatility in the macro environment. We are positioned in geographic markets that will continue to outperform other parts of the country from a demand perspective, both in the near term and long term, and we expect both the favorable pricing dynamics and our strong execution to lead to continued earnings growth.

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RESULTS OF OPERATIONS

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

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

consolidated operating ResultS highlights

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except unit and per unit data	2022	2021	2022	2021
Total revenues	$      2,088.3	$      1,516.5	$      5,583.3	$      3,945.9
Cost of revenues	1,595.4	1,122.4	4,375.5	2,924.2
Gross profit	$         492.9	$         394.1	$      1,207.8	$      1,021.7
Gross profit margin	23.6%	26.0%	21.6%	25.9%
Selling, administrative and general (SAG)	$         135.3	$         103.8	$         388.7	$         293.1
SAG as a percentage of total revenues	6.5%	6.8%	7.0%	7.4%
Gain on sale of property, plant &
equipment and businesses	$           23.8	$             2.9	$           28.4	$         120.3
Loss on impairments	$        (67.8)	$             0.0	$        (67.8)	$          (4.6)
Operating earnings	$         305.4	$         262.4	$         759.9	$         799.4
Interest expense, net	$           46.1	$           36.8	$         120.8	$         111.6
Earnings from continuing operations
before income taxes	$         260.6	$         228.7	$         637.4	$         705.1
Income tax expense	$           82.3	$           51.7	$         164.6	$         169.7
Effective tax rate from continuing operations	31.6%	22.6%	25.8%	24.1%
Earnings from continuing operations	$         178.3	$         177.0	$         472.8	$         535.4
Loss on discontinued operations,
net of income taxes	(1.2)	(0.2)	(16.1)	(2.7)
(Earnings) loss attributable to noncontrolling interest	0.0	0.1	(0.5)	0.2
Net earnings attributable to Vulcan	$         177.1	$         176.9	$         456.2	$         532.9
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$           1.33	$           1.33	$           3.54	$           4.01
Discontinued operations	0.00	(0.01)	(0.12)	(0.02)
Diluted net earnings per share attributable to Vulcan	$           1.33	$           1.32	$           3.42	$           3.99
EBITDA 1	$         457.7	$         383.2	$      1,192.7	$      1,137.8
Adjusted EBITDA 1	$         507.0	$         417.7	$      1,251.0	$      1,068.0
Average Sales Price and Unit Shipments
Aggregates
Tons (thousands)	65,351	60,163	182,180	165,128
Freight-adjusted sales price	$         16.79	$         14.93	$         16.23	$         14.86
Asphalt Mix
Tons (thousands)	3,631	3,202	9,374	8,553
Average sales price	$         74.80	$         59.43	$         70.17	$         58.27
Ready-mixed concrete
Cubic yards (thousands)	2,924	1,596	8,255	2,940
Average sales price	$       153.54	$       136.29	$       148.95	$       133.88
Calcium
Tons (thousands)	58	52	161	197
Average sales price	$         36.27	$         28.29	$         33.45	$         27.81

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

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THIRd quarter 2022 Compared to THIRd Quarter 2021

Third quarter 2022 total revenues were $2,088.3 million, up 38% from the third quarter of 2021. Shipments increased in aggregates (+9%), asphalt mix (+13%) and ready-mixed concrete (+83%). Likewise, gross profit increased in the Aggregates (+$63.7 million or 17%), Asphalt (+$22.4 million or 318%) and Concrete (+$12.2 million or +85%) segments. An 82% increase in the unit cost of diesel fuel increased costs by $30.6 million from the prior year’s third quarter with most ($27.5 million) of this cost increase reflected in the Aggregates segment.

Net earnings attributable to Vulcan for the third quarter of 2022 were $177.1 million, or $1.33 per diluted share, compared to $176.9 million, or $1.32 per diluted share, in the third quarter of 2021. Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the third quarter of 2022 include:

pretax net gain of $23.5 million related to the sale of excess real estate in Southern California

pretax charges of $67.8 million associated with goodwill and long-lived asset impairments

pretax charges of $0.4 million associated with divested operations

pretax charges of $2.5 million associated with non-routine business development

pretax charges of $2.1 million for managerial restructuring (related to acquisitions)

$9.6 million of tax charges related to a Calica NOL carryforward valuation allowance

Net earnings attributable to Vulcan for the third quarter of 2021 include:

pretax charges of $0.4 million associated with divested operations

pretax charges of $24.7 million associated with non-routine business development

pretax charges of $5.9 million for COVID-19 pandemic direct incremental costs

pretax charges of $3.5 million for managerial restructuring (related to U.S. Concrete)

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $1.78 per diluted share for the third quarter of 2022 compared to $1.54 per diluted share in the third quarter of 2021.

Continuing Operations — Changes in earnings from continuing operations before income taxes for the third quarter of 2022 versus the third quarter of 2021 are summarized below:

earnings from continuing operations before income taxes

in millions
Third quarter 2021	$     228.7
Higher aggregates gross profit	63.7
Higher asphalt gross profit	22.4
Higher concrete gross profit	12.2
Higher calcium gross profit	0.5
Higher selling, administrative and general expenses	(31.5)
Higher gain on sale of property, plant & equipment and businesses	20.9
Higher impairment charges	(67.8)
Higher interest expense, net	(9.3)
U.S. Concrete acquisition related expenses in 2021	21.1
All other	(0.3)
Third quarter 2022	$     260.6

Third quarter Aggregates segment sales increased 27%, while gross profit increased $63.7 million, or 17%, to $436.1 million ($6.67 per ton). Double-digit price growth and solid operational execution helped offset a $27.5 million unfavorable impact from significantly higher diesel fuel costs, $2.2 million unfavorable impact from selling acquired inventory after its markup to fair value, and continued inflationary pressures for many other parts and supplies. Cash gross profit per ton was $8.41 in the quarter compared to $7.74 in the prior year quarter. Higher diesel fuel costs negatively impacted the Aggregates segment by $0.42 per ton.

Total aggregates shipments were 65.4 million tons versus 60.2 million in last year’s third quarter, an increase of 9%. This increase reflects shipment contribution from acquisitions and healthy construction activity levels. Same-store aggregates shipments increased 3%. Shipment growth was geographically widespread and particularly strong in many southeastern markets and California.

34

Price growth in the third quarter was consistently strong across our markets. Freight-adjusted pricing was $16.79 per ton, an increase of 12.5% ($1.86 per ton) over the prior year. Same-store freight-adjusted average sales price increased 13.2%, or $1.97 per ton – excluding mix impact, aggregates price increased 12.4%.

Freight-adjusted unit cost of sales increased 16%, or $1.38 per ton, and cash cost of sales increased 17%, or $1.19 per ton, as compared to the prior year’s third quarter. Excluding the impact of higher diesel fuel costs, freight-adjusted cash cost of sales increased 11%, or $0.77 per ton.

Overall, non-aggregates segments gross profit of $56.8 million was $35.1 million higher than the prior year’s third quarter.

Asphalt segment gross profit of $29.5 million was up $22.4 million from the prior year’s third quarter. The year-over-year increase was driven by widespread volume improvement and continued pricing momentum. Asphalt volumes increased 13% driven by growth in Arizona and California, our two largest asphalt markets. Asphalt pricing increased 25.9%, or $15.37 per ton, more than offsetting a 42% ($33.1 million) increase in the average price paid for liquid asphalt as well as a $2.9 million year-over-year increase in natural gas cost.

Concrete segment gross profit was $26.5 million for the third quarter compared to $14.3 million in the prior year. Concrete results benefited from the contribution of acquired operations as well as strong volume and price growth in our legacy operations. Unit material margins improved as higher selling prices helped offset higher raw materials costs, including aggregates supplied by our Aggregates segment. Segment results were negatively impacted by higher diesel prices and the availability of truck drivers and cement in certain markets.

Calcium segment gross profit was $0.8 million compared to $0.3 million in the prior year quarter.

SAG expenses were $135.3 million in the quarter, or 6.5% of total revenues. Higher expenses versus the prior year were driven by elevated legal and professional fees, related mostly to Mexico and business development activities, and increased incentives driven by favorable current year performance. Additionally, more normalized travel expenses and travel related to U.S. Concrete integration activities contributed to the year-over-year increase. Trailing-twelve months SAG expense was 7.1% of total revenues, down 0.5 percentage points (50 basis points) from the prior year.

For the three months ended September 30, 2022, we sold excess real estate in Southern California resulting in a pretax gain of $23.5 million ($17.5 million after tax). There were no similar gains in the prior comparable period.

During the third quarter of 2022, we recognized a goodwill impairment charge of $50.9 million and a long-lived asset impairment charge of $16.9 million related to the probable divestiture of concrete operations in New York, New Jersey and Pennsylvania (expected to close in the fourth quarter of 2022, subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions). There were no similar charges in the prior comparable period.

Other operating expense is composed primarily of idle facilities expense, environmental remediation costs and gain (loss) on settlement of AROs. Total other operating expense and significant items included in the total were:

$8.2 million in third quarter 2022 — includes discrete items as follows:

$0.4 million of charges associated with divested operations

$0.3 million of non-routine business development charges (excludes items included in cost of revenues)

$2.1 million for managerial restructuring (related to acquisitions)

$30.8 million in third quarter 2021 — includes discrete items as follows:

$21.7 million of non-routine business development charges (excludes items included in cost of revenues)

$5.9 million for COVID-19 pandemic direct incremental costs

$3.5 million for managerial restructuring (related to U.S. Concrete)

Other nonoperating income, net was a net income of $1.3 million for the third quarter of 2022 and was unfavorable by $1.8 million from the third quarter of 2021.

Net interest expense was $46.1 million in the third quarter of 2022 compared to $36.8 million in the third quarter of 2021.

35

Income tax expense from continuing operations was $82.3 million in the third quarter of 2022 compared to $51.7 million in the third quarter of 2021. The increase in tax expense was primarily related to an increase in pretax earnings, the recording of a valuation allowance against the net operating losses of one of our Mexican subsidiaries and the impairment of non-tax deductible goodwill in the current quarter.

Earnings attributable to Vulcan from continuing operations were $1.33 per diluted share in the third quarter of 2022, unchanged from the third quarter of 2021.

Discontinued Operations — Third quarter pretax loss from discontinued operations was $1.6 million in 2022 compared with a pretax loss of $0.3 million in 2021. Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

year-to-date SEPTEMBER 30, 2022 Compared to year-to-date SEPTEMBER 30, 2021

Total revenues for the first nine months of 2022 were $5,583.3 million, up 41% from the first nine months of 2021. Shipments increased in aggregates (+10%), asphalt mix (+10%) and ready-mixed concrete (+181%). Gross profit increased in the Aggregates (+$111.5 million or 11%), Asphalt (+$22.6 million or 128%) and Concrete (+$52.3 million or 162%) segments. A 98% increase in the unit cost of diesel fuel increased costs by $96.1 million from the first nine months of 2021 with most ($83.2 million) of this cost increase reflected in the Aggregates segment.

Net earnings attributable to Vulcan for the first nine months of 2022 were $456.2 million, or $3.42 per diluted share, compared to $532.9 million, or $3.99 per diluted share, in the first nine months of 2021. Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the first nine months of 2022 include:

pretax gain of $23.5 million related to the sale of excess real estate in Southern California

pretax charges of $67.8 million associated with goodwill and long-lived asset impairments

pretax charges of $1.0 million associated with divested operations

pretax charges of $8.1 million associated with non-routine business development

pretax charges of $4.9 million for managerial restructuring (related to acquisitions)

pretax charges of $15.3 million for a litigation matter included in discontinued operations

$9.6 million of tax charges related to a Calica NOL carryforward valuation allowance

Net earnings attributable to Vulcan for the first nine months of 2021 include:

pretax net gain of $114.7 million related to the sale of a reclaimed quarry in Southern California

pretax charges of $1.1 million associated with divested operations

pretax charges of $30.6 million associated with non-routine business development

pretax charges of $9.7 million for COVID-19 pandemic direct incremental costs

pretax charges of $3.5 million for managerial restructuring (related to U.S. Concrete)

pretax interest charges of $9.4 million related to financing the U.S. Concrete acquisition

$13.7 million of tax charges related to an increase in the Alabama NOL carryforward valuation allowance

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $4.03 per diluted share for the first nine months of 2022 compared to $3.80 per diluted share in the first nine months of 2021.

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Continuing Operations — Changes in earnings from continuing operations before income taxes for year-to-date September 30, 2022 versus year-to-date September 30, 2021 are summarized below:

earnings from continuing operations before income taxes

in millions
Year-to-date September 30, 2021	$     705.1
Higher aggregates gross profit	111.5
Higher asphalt gross profit	22.6
Higher concrete gross profit	52.3
Lower calcium gross profit	(0.3)
Higher selling, administrative and general expenses	(95.6)
Lower gain on sale of property, plant & equipment and businesses	(91.9)
Higher impairment charges	(63.2)
Higher interest expense, net	(9.2)
U.S. Concrete acquisition related expenses in 2021	21.1
All other	(15.0)
Year-to-date September 30, 2022	$     637.4

Aggregates segment sales for the first nine months of 2022 were $4,013.5 million (up 26%) while aggregates shipments increased 10%, or 17.1 million tons, compared to the prior year. Same-store aggregates shipments increased 4%, or 6.7 million tons. Freight-adjusted average sales price for aggregates increased 9.2%, or $1.37 per ton, versus the first nine months of 2021. Same-store freight-adjusted average sales price increased 9.8%, or $1.45 per ton — excluding mix impact, aggregates price increased 9.8%.

Aggregates segment gross profit was $1,081.3 million ($5.94 per ton) versus $969.8 million ($5.87 per ton) in the first nine months of 2021. Cash gross profit per ton increased 4% from the prior year’s first nine months to $7.72 per ton. First nine months 2022 freight-adjusted unit cost of sales increased 14%, or $1.30 per ton, versus the prior year. The average unit cost of diesel fuel increased 98% versus the first nine months of 2021, decreasing Aggregates segment gross profit by $83.2 million or $0.46 per ton.

On a trailing-twelve months basis, Aggregates segment gross profit margin as a percentage of segment sales excluding freight & delivery decreased 2.4 percentage points (240 basis points) to 35.8%.

Asphalt segment gross profit of $40.2 million was up $22.6 million from the first nine months of 2021. Asphalt mix shipments increased 10% while average unit selling prices increased 20%, or $11.90 per ton. Compared to the prior year’s first nine months, asphalt mix unit material margins increased 10% despite a 40% increase in the average unit cost for liquid asphalt.

Concrete segment gross profit was $84.7 million for the first nine months of 2022, an increase of $52.3 million from the prior year period. Ready-mixed concrete shipments increased 181% (flat same-store) while the average sales price increased 11% and the unit material margins increased 12%.

Calcium segment’s gross profit of $1.6 million was down $0.3 million compared to the first nine months of 2021.

SAG expenses were $388.7 million versus $293.1 million in the prior year’s first nine months reflecting a 0.4 percentage point (40 basis point) decrease as a percentage of total revenues. The current year included overhead expenses associated with U.S. Concrete that were only in September of the prior year’s first nine months.

Gain on sale of property, plant & equipment and businesses was $28.4 million in the first nine months of 2022 versus $120.3 million in the first nine months of 2021. The 2022 amount includes a net pretax gain of $23.5 million from the sale of excess real estate in Southern California while the 2021 amount includes a net pretax gain of $114.7 million from the sale of a reclaimed quarry in Southern California.

For the nine months ended September 30, 2022, we recognized a goodwill impairment charge of $50.9 million and a long-lived asset impairment charge of $16.9 million related to the probable divestiture of concrete operations in New York, New Jersey and Pennsylvania (expected to close in the fourth quarter of 2022). There were no similar charges in the prior comparable period.

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Other operating expense is composed primarily of idle facilities expense, environmental remediation costs and gain (loss) on settlement of AROs. Total other operating expense and significant items included in the total were:

$19.8 million in first nine months of 2022 — includes discrete items as follows:

$1.0 million of charges associated with divested operations

$0.5 million of non-routine business development charges (excludes items included in cost of revenues)

$4.9 million for managerial restructuring (related to acquisitions)

$44.9 million in first nine months of 2021 — includes discrete items as follows:

$27.6 million of non-routine business development charges (excludes items included in cost of revenues)

$9.7 million for COVID-19 pandemic direct incremental costs

$3.5 million for managerial restructuring (related to U.S. Concrete)

Other nonoperating income (expense) was a net expense of $1.7 million for the first nine months of 2022, unfavorable by $19.0 million from the first nine months of 2021. This unfavorable variance included unfavorable Rabbi Trust gains/losses and benefit plan costs of $10.5 million and $11.2 million, respectively.

Net interest expense was $120.8 million in the first nine months of 2022 compared to $111.6 million in the first nine months of 2021. The 2022 expense factored in a higher debt level resulting from financing the acquisition of U.S Concrete while 2021 included $9.4 million of interest expense related to financing the acquisition of U.S. Concrete (see Note 7 to the condensed consolidated financial statements).

Income tax expense from continuing operations was $164.6 million in the first nine months of 2022 compared to $169.7 million in the first nine months of 2021. The decrease in tax expense was primarily related to lower pretax earnings partially offset by the impairment of non-tax deductible goodwill in the current year.

Earnings attributable to Vulcan from continuing operations were $3.54 per diluted share in the first nine months of 2022 compared to $4.01 per diluted share in the first nine months of 2021.

Discontinued Operations — First nine months pretax loss from discontinued operations was $21.7 million in 2022 compared with a pretax loss of $3.6 million in 2021. Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business while 2022 includes a $15.3 million charge for a litigation matter. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

KNOWN TRENDS OR UNCERTAINTIES

Inflationary pressures and labor constraints are trends continuing to impact our operations in 2022. Although inflationary pressures can create short- to medium-term headwinds, the combination of inflation and improving visibility of demand has created and may continue to create a favorable environment for price increases. Additionally, labor constraints (especially truck drivers) have caused delays and inefficiencies in our operations as well as those of our customers. If labor constraints continue and demand remains strong, our operations may proceed at a slower pace, which may effectively extend the recovery while allowing us the opportunity to compound price, control costs and grow earnings.

Further, recently, the Mexican government has taken actions adverse to our operations in that country. On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico with arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica and began a proceeding that could result in the revocation of that permit. We strongly believe that the actions taken by Mexico are arbitrary and illegal, and we intend to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law. Our full year 2022 Outlook includes an EBITDA impact of $80 million to $100 million as a result of this shutdown.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

SAME-STORE

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

AGGREGATES SEGMENT FREIGHT-ADJUSTED REVENUES

Aggregates segment freight-adjusted revenues is not a Generally Accepted Accounting Principle (GAAP) measure and should not be considered as an alternative to metrics defined by GAAP. We present this metric as it is consistent with the basis by which we review our operating results. We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes revenues associated with freight & delivery, which are pass-through activities. It also excludes other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business. Additionally, we use this metric as the basis for calculating the average sales price of our aggregates products. Reconciliation of this metric to its nearest GAAP measure is presented below:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except per ton data	2022	2021	2022	2021
Aggregates segment
Segment sales	$      1,490.5	$      1,172.4	$      4,013.5	$      3,192.7
Less
Freight & delivery revenues 1	364.6	253.1	972.9	685.2
Other revenues	28.7	21.3	84.1	54.4
Freight-adjusted revenues	$      1,097.2	$         898.0	$      2,956.5	$      2,453.1
Unit shipments - tons	65.4	60.2	182.2	165.1
Freight-adjusted sales price	$         16.79	$         14.93	$         16.23	$         14.86

¹ At the segment level, freight & delivery revenues include intersegment freight & delivery (which are eliminated at the consolidated level) and freight to remote distribution sites.

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Aggregates segment incremental gross profit

Aggregates segment incremental gross profit flow-through rate is not a GAAP measure and represents the year-over-year change in gross profit divided by the year-over-year change in segment sales excluding freight & delivery (revenues and costs). This metric should not be considered as an alternative to metrics defined by GAAP. We evaluate this metric on a trailing-twelve months basis as quarterly gross profit flow-through rates can vary widely from quarter to quarter. We present this metric as it is consistent with the basis by which we review our operating results. We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes revenues associated with freight & delivery, which are pass-through activities. Reconciliation of this metric to its nearest GAAP measure is presented below:

margin in accordance with gaap

	Three Months Ended		Trailing-Twelve Months
	September 30		September 30
dollars in millions	2022	2021	2022	2021
Aggregates segment
Gross profit	$        436.1	$        372.4	$     1,407.2	$     1,245.8
Segment sales	$     1,490.5	$     1,172.4	$     5,165.8	$     4,149.2
Gross profit margin	29.3%	31.8%	27.2%	30.0%
Incremental gross profit margin	20.1%		15.9%

FLOW-THROUGH RATE (non-gaap)

	Three Months Ended		Trailing-Twelve Months
	September 30		September 30
dollars in millions	2022	2021	2022	2021
Aggregates segment
Gross profit	$        436.1	$        372.4	$     1,407.2	$     1,245.8
Segment sales	$     1,490.5	$     1,172.4	$     5,165.8	$     4,149.2
Less: Freight & delivery revenues 1	364.6	253.1	1,239.7	890.2
Segment sales excluding freight & delivery	$     1,125.9	$        919.3	$     3,926.1	$     3,259.0
Gross profit margin excluding freight & delivery	38.7%	40.5%	35.8%	38.2%
Incremental gross profit flow-through rate	30.9%		24.2%

¹ At the segment level, freight & delivery revenues include intersegment freight & delivery (which are eliminated at the consolidated level) and freight to remote distribution sites.

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cash gross profit

GAAP does not define “cash gross profit,” and it should not be considered as an alternative to earnings measures defined by GAAP. We and the investment community use this metric to assess the operating performance of our business. Additionally, we present this metric as we believe that it closely correlates to long-term shareholder value. We do not use this metric as a measure to allocate resources. Cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization to gross profit. Aggregates segment cash gross profit per ton is computed by dividing Aggregates segment cash gross profit by tons shipped. Aggregates segment cash cost of sales per ton is computed by subtracting Aggregates segment cash gross profit per ton from Aggregates segment freight-adjusted sales price. Reconciliation of these metrics to their nearest GAAP measures are presented below:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except per ton data	2022	2021	2022	2021
Aggregates segment
Gross profit	$        436.1	$        372.4	$     1,081.3	$        969.8
Depreciation, depletion, accretion and amortization	113.5	93.3	324.4	258.5
Aggregates segment cash gross profit	$        549.6	$        465.7	$     1,405.7	$     1,228.3
Unit shipments - tons	65.4	60.2	182.2	165.1
Aggregates segment gross profit per ton	$          6.67	$          6.19	$          5.94	$          5.87
Aggregates segment cash gross profit per ton	$          8.41	$          7.74	$          7.72	$          7.44
Aggregates segment freight-adjusted sales price	$        16.79	$        14.93	$        16.23	$        14.86
Aggregates segment cash cost of sales per ton	$          8.38	$          7.19	$          8.51	$          7.42
Asphalt segment
Gross profit	$          29.5	$            7.1	$          40.2	$          17.6
Depreciation, depletion, accretion and amortization	8.9	9.0	26.0	27.1
Asphalt segment cash gross profit	$          38.4	$          16.1	$          66.2	$          44.7
Concrete segment
Gross profit	$          26.5	$          14.3	$          84.7	$          32.4
Depreciation, depletion, accretion and amortization	21.7	8.7	63.5	16.6
Concrete segment cash gross profit	$          48.2	$          23.0	$        148.2	$          49.0
Calcium segment
Gross profit	$            0.8	$            0.3	$            1.6	$            1.9
Depreciation, depletion, accretion and amortization	0.0	0.0	0.1	0.1
Calcium segment cash gross profit	$            0.8	$            0.3	$            1.7	$            2.0

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EBITDA and adjusted ebitda

GAAP does not define “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA), and it should not be considered as an alternative to earnings measures defined by GAAP. We use this metric to assess the operating performance of our business and as a basis for strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. We do not use this metric as a measure to allocate resources. We adjust EBITDA for certain items to provide a more consistent comparison of earnings performance from period to period. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding):

	Three Months Ended		Nine Months Ended		Trailing-Twelve Months
	September 30		September 30		September 30
in millions	2022	2021	2022	2021	2022	2021
Net earnings attributable to Vulcan	$        177.1	$        176.9	$        456.2	$        532.9	$        594.2	$        647.4
Income tax expense	82.3	51.7	164.6	169.7	195.0	195.0
Interest expense, net of interest income	46.1	36.8	120.8	111.6	156.9	145.5
Loss on discontinued operations, net of tax	1.2	0.2	16.1	2.7	16.7	4.1
Depreciation, depletion, accretion and amortization	151.0	117.5	435.0	321.0	577.0	421.9
EBITDA	$        457.7	$        383.2	$     1,192.7	$     1,137.8	$     1,539.7	$     1,413.8
Gain on sale of real estate and businesses, net	$        (23.5)	$            0.0	$        (23.5)	$      (114.7)	$        (23.5)	$      (114.7)
Loss on impairments	67.8	0.0	67.8	0.0	67.8	0.0
Charges associated with divested operations	0.4	0.4	1.0	1.1	1.5	1.4
Business development 1	2.5	24.7	8.1	30.6	16.5	40.0
COVID-19 direct incremental costs	0.0	5.9	0.0	9.7	3.7	12.5
Pension settlement charge	0.0	0.0	0.0	0.0	12.1	22.7
Restructuring charges	2.1	3.5	4.9	3.5	16.3	3.5
Adjusted EBITDA	$        507.0	$        417.7	$     1,251.0	$     1,068.0	$     1,634.3	$     1,379.2

¹ Represents non-routine charges or gains associated with acquisitions and dispositions including the cost impact of purchase accounting inventory valuations.

NET DEBT TO ADJUSTED EBITDA

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

	September 30
in millions	2022	2021
Debt
Current maturities of long-term debt	$            0.5	$          12.2
Short-term debt	312.0	0.0
Long-term debt	3,874.2	3,874.1
Total debt	$     4,186.7	$     3,886.3
Less: Cash and cash equivalents and restricted cash	146.9	136.4
Net debt	$     4,039.8	$     3,749.9
Trailing-Twelve Months (TTM) Adjusted EBITDA	$     1,634.3	$     1,379.2
Total debt to TTM Adjusted EBITDA	2.6x	2.8x
Net debt to TTM Adjusted EBITDA	2.5x	2.7x

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Adjusted Diluted EPS attributable to vulcan from continuing Operations

Similar to our presentation of Adjusted EBITDA, we present Adjusted diluted earnings per share (EPS) attributable to Vulcan from continuing operations to provide a more consistent comparison of earnings performance from period to period. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below:

	Three Months Ended		Nine Months Ended
	September 30		September 30
	2022	2021	2022	2021
Diluted Earnings Per Share
Net earnings attributable to Vulcan	$          1.33	$          1.32	$          3.42	$          3.99
Less: Discontinued operations	0.00	(0.01)	(0.12)	(0.02)
Diluted EPS attributable to Vulcan from continuing
operations	$          1.33	$          1.33	$          3.54	$          4.01
Items included in Adjusted EBITDA above, net of tax	$          0.38	$          0.21	$          0.42	$         (0.36)
NOL carryforward valuation allowance	0.07	0.00	0.07	0.10
Acquisition financing interest costs	0.00	0.00	0.00	0.05
Adjusted diluted EPS attributable to Vulcan from
continuing operations	$          1.78	$          1.54	$          4.03	$          3.80

RETURN ON INVESTED CAPITAL

We define “Return on Invested Capital” (ROIC) as Adjusted EBITDA for the trailing-twelve months divided by average invested capital (as illustrated below) during the trailing 5-quarters. Our calculation of ROIC is considered a non-GAAP financial measure because we calculate ROIC using the non-GAAP metric EBITDA. We believe that our ROIC metric is meaningful because it helps investors assess how effectively we are deploying our assets. Although ROIC is a standard financial metric, numerous methods exist for calculating a company’s ROIC. As a result, the method we use to calculate our ROIC may differ from the methods used by other companies. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding):

	Trailing-Twelve Months
	September 30
dollars in millions	2022	2021
Adjusted EBITDA	$      1,634.3	$      1,379.2
Average invested capital
Property, plant & equipment, net	$      5,716.4	$      4,609.1
Goodwill	3,705.5	3,272.6
Other intangible assets	1,761.0	1,253.6
Fixed and intangible assets	$    11,182.9	$      9,135.3
Current assets	$      1,855.3	$      2,090.9
Less: Cash and cash equivalents	156.3	855.7
Less: Current tax	49.3	29.6
Adjusted current assets	1,649.7	1,205.6
Current liabilities	945.7	831.9
Less: Current maturities of long-term debt	4.5	213.6
Less: Short-term debt	117.6	0.0
Adjusted current liabilities	823.6	618.3
Adjusted net working capital	$         826.1	$         587.3
Average invested capital	$    12,009.0	$      9,722.6
Return on invested capital	13.6%	14.2%

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2022 projected ebitda

The following reconciliation to the mid-point of the range of 2022 Projected EBITDA excludes adjustments (as noted in Adjusted EBITDA above) as they are difficult to forecast (timing or amount). Due to the difficulty in forecasting such adjustments, we are unable to estimate their significance. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below:

	0
		2022 Projected
in millions		Mid-point
Net earnings attributable to Vulcan			$           690
Income tax expense			230
Interest expense, net of interest income			165
Depreciation, depletion, accretion and amortization			575
Projected EBITDA			$        1,660

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected EBITDA as noted above. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

LIQUIDITY AND FINANCIAL RESOURCES

Our primary sources of liquidity are cash provided by our operating activities, a substantial, committed bank line of credit and our commercial paper program. Additional sources of capital include access to the capital markets, the sale of surplus real estate, and dispositions of nonstrategic operating assets. We believe these financial resources are sufficient to fund our business requirements for 2022, including:

contractual obligations

capital expenditures

debt service obligations

dividend payments

potential acquisitions

potential share repurchases

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

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

maintain substantial bank line of credit borrowing capacity

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

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

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

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Cash

Included in our September 30, 2022 cash and cash equivalents and restricted cash balances of $146.9 million is $24.5 million of restricted cash as described in Note 1 under the caption Restricted Cash.

cash from operating activities

	Nine Months Ended
	September 30
in millions	2022	2021
Net earnings	$          456.7	$          532.7
Depreciation, depletion, accretion and amortization (DDA&A)	435.0	321.0
Noncash operating lease expense	46.6	32.7
Net gain on sale of property, plant & equipment and businesses	(28.4)	(120.3)
Loss on impairments	67.8	4.6
Deferred tax expense	35.4	71.4
Other operating cash flows, net 1	(264.8)	(117.3)
Net cash provided by operating activities	$          748.3	$          724.8

¹ Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $748.3 million during the nine months ended September 30, 2022, a $23.5 million increase compared to the same period of 2021.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 47.6 days at September 30, 2022 compared to 45.9 days at September 30, 2021. Additionally, our over 90 day balance of $46.4 million at September 30, 2022 was $33.1 million above the $13.3 million at September 30, 2021. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

cash from investing activities

Net cash used for investing activities was $940.7 million during the first nine months of 2022, an $819.9 million decrease compared to cash used of $1,760.6 million in the same period of 2021. This decrease was primarily attributable to less cash used for business acquisitions in the current period compared to the prior period. During the first nine months of 2022, we acquired businesses for $528.0 million of cash consideration as compared to $1,634.5 million of acquisitions in the first nine months of 2021 (see Note 16 to the condensed consolidated financial statements). Additionally, during the first nine months of 2022, we invested $450.4 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $318.6 million in the prior year period. Of this $450.4 million, $157.1 million was invested in internal growth projects to enhance our distribution capabilities, develop new production sites and enhance existing production facilities and other growth opportunities. Further, in the first nine months of 2022, proceeds from the sale of property, plant & equipment were $37.8 million, a decrease of $154.6 million from the first nine months of 2021. In 2021, we sold reclaimed real estate in Southern California for net cash proceeds of $182.3 million.

cash from financing activities

Net cash provided by financing activities in the first nine months of 2022 was $97.8 million, compared to cash used of $25.8 million in the same period of 2021. The current year includes a $312.0 million net draw on our line of credit. The prior year includes $156.0 million of net cash provided from debt issuances and debt payments (see Note 7 to the condensed consolidated financial statements). Additionally, capital returned to our shareholders increased by $12.2 million as a result of higher dividends ($1.20 per share compared to $1.11 per share).

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debt

Certain debt measures are presented below:

	September 30	December 31	September 30
dollars in millions	2022	2021	2021
Debt
Current maturities of long-term debt	$            0.5	$            5.2	$          12.2
Short-term debt	312.0	0.0	0.0
Long-term debt	3,874.2	3,874.8	3,874.1
Total debt	$     4,186.7	$     3,880.0	$     3,886.3
Capital
Total debt	$     4,186.7	$     3,880.0	$     3,886.3
Total equity	6,878.9	6,567.7	6,449.1
Total capital	$   11,065.6	$   10,447.7	$   10,335.4
Total Debt as a Percentage of Total Capital	37.8%	37.1%	37.6%
Weighted-average Effective Interest Rates
Line of credit 1	1.125%	1.125%	1.130%
Commercial paper	3.04%	N/A	N/A
Term debt	4.55%	3.68%	4.64%
Fixed versus Floating Interest Rate Debt
Fixed-rate debt	66.8%	72.1%	72.2%
Floating-rate debt	33.2%	27.9%	27.8%

¹ Reflects the margin above SOFR for SOFR-based borrowings; we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

At September 30, 2022, total debt to trailing-twelve months Adjusted EBITDA was 2.6 times (2.5 times on a net debt basis reflecting $146.9 million of cash on hand). Our weighted-average debt maturity was 11.3 years.

delayed draw term loan, line of credit AND COMMERICAL PAPER PROGRAM

In June 2021, concurrent with the announcement of the pending acquisition of U.S. Concrete (see Note 16 for additional information), we obtained a $2,200.0 million bridge facility commitment from Truist Bank. Later, in June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan with a subset of the banks that provide our line of credit and terminated the bridge facility commitment. The delayed draw term loan was drawn in August 2021 for $1,600.0 million upon the acquisition of U.S. Concrete, was paid down to $1,100.0 million in September 2021 and was further paid down to $550.0 million in August 2022 (amounts repaid are no longer available for borrowing). In March 2022, the delayed draw term loan was amended to extend the maturity date from August 2024 to August 2026. The delayed draw term loan contains covenants customary for an unsecured investment-grade facility and mirror those in our line of credit. As of September 30, 2022, we were in compliance with the delayed draw term loan covenants. Borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements. Financing costs for the bridge facility commitment and the delayed draw term loan facility totaled $13.3 million, $9.4 million of which was recognized as interest expense in the second quarter of 2021.

Our unsecured line of credit was amended in August 2022 to increase the amount from $1,000.0 million to $1,600.0 million and extend the maturity date from September 2026 to August 2027. Our line of credit contains covenants customary for an unsecured investment-grade facility. Covenants, borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements. As of September 30, 2022, we were in compliance with the covenants, the margin for the Secured Overnight Financing Rate (SOFR) borrowings was 1.125%, the margin for base rate borrowings was 0.125%, and the commitment fee for the unused amount was 0.100%.

In August 2022, we established a $1,600.0 million commercial paper program and borrowed $550.0 million under the program. Commercial paper borrowings bear interest at rates determined at the time of issuance and as agreed between us and the commercial paper investors.

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As of September 30, 2022, our available borrowing capacity under the line of credit was $1,210.0 million. Utilization of the borrowing capacity was as follows:

$312.0 million was borrowed

$78.0 million was used to support standby letters of credit

TERM DEBT

Essentially all of our $3,941.9 million (face value) of term debt (which includes the $550.0 million delayed draw term loan and the $550.0 million commercial paper) is unsecured. $2,840.2 million of such debt is governed by two essentially identical indentures that contain customary investment-grade type covenants. As of September 30, 2022, we were in compliance with all term debt covenants.

In August 2021, we assumed $434.5 million (fair value) of senior notes due 2029 in connection with the acquisition of U.S. Concrete and retired these notes in September 2021.

CURRENT MATURITIES of long-term debt

The $0.5 million of current maturities of long-term debt as of September 30, 2022 is due as follows:

	Current
in millions	Maturities
Fourth quarter 2022	$0.0
First quarter 2023	0.5
Second quarter 2023	0.0
Third quarter 2023	0.0

debt ratings

Our debt ratings and outlooks as of September 30, 2022 are as follows:

	Short-term	Long-term	Outlook
Fitch	F2	BBB	Stable
Moody's	P-2	Baa2	Stable
Standard & Poor's	A-2	BBB+	Stable

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Equity

The number of our common stock issuances and purchases for the year-to-date periods ended are as follows:

	September 30	December 31	September 30
in millions	2022	2021	2021
Common stock shares at January 1,
issued and outstanding	132.7	132.5	132.5
Common Stock Issuances
Share-based compensation plans	0.2	0.2	0.2
Common Stock Purchases
Purchased and retired	0.0	0.0	0.0
Common stock shares at end of period,
issued and outstanding	132.9	132.7	132.7

As of September 30, 2022, there were 8,064,851 shares remaining under the February 2017 Board of Directors’ share purchase authorization. Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time.

There were no shares held in treasury as of September 30, 2022, December 31, 2021 and September 30, 2021.

There were no common stock purchases for the periods ended September 30, 2022, December 31, 2021 and September 30, 2021.

off-balance sheet arrangements

We have no off-balance sheet arrangements, such as financing or unconsolidated variable interest entities.

Standby Letters of Credit

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

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CRITICAL ACCOUNTING POLICIES

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our Annual Report on Form 10-K for the year ended December 31, 2021 (Form 10-K).

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

We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies. There have been no changes to our critical accounting policies during the nine months ended September 30, 2022.

new Accounting standards

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

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FORWARD-LOOKING STATEMENTS

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

general economic and business conditions

a pandemic, epidemic or other public health emergency, such as the COVID-19 outbreak

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

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

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

changes in our effective tax rate

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

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

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

the highly competitive nature of the construction industry

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

the outcome of pending legal proceedings

pricing of our products

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

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

energy costs

costs of hydrocarbon-based raw materials

healthcare costs

labor relations, shortages and constraints

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

changes in interest rates

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

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

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

our ability to manage and successfully integrate acquisitions

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

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

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

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

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

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INVESTOR information

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

Annual Report on Form 10-K

Quarterly Reports on Form 10-Q

Current Reports on Form 8-K

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

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

We have a:

Business Conduct Policy applicable to all employees and directors

Code of Ethics for the CEO and Senior Financial Officers

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

Our Board of Directors has also adopted:

Corporate Governance Guidelines

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

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

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

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

‎

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

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

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

At September 30, 2022, the estimated fair value of our long-term debt including current maturities was $3,620.6 million compared to a face value of $3,941.9 million. The estimated fair value was determined by averaging several asking price quotes for the publicly traded notes and assuming par value for the remainder of the debt. The fair value estimate is based on information available as of the balance sheet date. The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately $0.2 million.

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

ITEM 4

controls and procedures

disclosure controls and procedures

We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of September 30, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2022.

We are in the process of replacing our legacy quote to cash software system for our ready-mixed concrete operations. We expect the full implementation of this system to be completed in the fourth quarter of 2023.

On August 26, 2021, we completed our acquisition of U.S. Concrete, which operated under its own set of systems and internal controls. Subsequent to the acquisition, we began the process of integrating certain U.S. Concrete processes to our internal control over financial reporting environment. This integration is expected to be completed in the fourth quarter of 2022.

No other changes were made during the third quarter of 2022 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

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part Ii other information

ITEM 1

legal proceedings

Certain legal proceedings in which we are involved are discussed in Note 12 to the consolidated financial statements and Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2021 and in Note 8 to the condensed consolidated financial statements and Part II. Item 1 of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. See Note 8 to the condensed consolidated financial statements of this Form 10-Q for a discussion of certain recent developments concerning our legal proceedings.

ITEM 1A

risk factors

Other than the risk factor set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

We are subject to various risks arising from our international business operations and relationships, which could adversely affect our business — We have international operations and are subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 (the FCPA). We face political and other risks, including legal risks for failure to comply with the FCPA, associated with our international operations, including our largest aggregates production facility located in Playa del Carmen, Mexico and our newly acquired aggregates production facilities in British Columbia, Canada and Puerto Cortés, Honduras. These risks have included and may in the future include changes in international trade policies, such as the United States - Mexico - Canada Agreement (USMCA), imposition of duties, taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign governments, including expropriations and other forms of takings of property. Recently, the Mexican government has taken actions that adversely affect our operations in that country (see Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Known Trends or Uncertainties). We strongly believe that the actions taken by Mexico are arbitrary and illegal. We intend to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law, and resume normal operations as soon as permitted.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of our equity securities during the quarter ended September 30, 2022 are summarized below.

			Total Number	Maximum
			of Shares	Number of
			Purchased as	Shares that
	Total		Part of Publicly	May Yet Be
	Number of	Average	Announced	Purchased
	Shares	Price Paid	Plans or	Under the Plans
Period	Purchased	Per Share	Programs	or Programs 1
2022
July 1 - July 31	0	$          0.00	0	8,064,851
Aug 1 - Aug 31	0	$          0.00	0	8,064,851
Sep 1 - Sep 30	0	$          0.00	0	8,064,851
Total	0	$          0.00	0

¹ In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of September 30, 2022, there were 8,064,851 shares remaining under the authorization. Depending upon market, business, legal and other conditions, we may make share purchases from time to time through open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time.

We did not have any unregistered sales of equity securities during the third quarter of 2022.

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ITEM 4

MINE SAfETY DISCLOSURES

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

ITEM 6

exhibits

Exhibit 10.1		Fourth Amendment to Credit Agreement, dated as of August 8, 2022, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2022) 1
Exhibit 10.2		Independent Contractor Consulting Agreement, dated August 31, 2022, between the Company and Suzanne H. Wood
Exhibit 31(a)		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31(b)		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32(a)		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32(b)		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 95		MSHA Citations and Litigation
Exhibit 101		The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
Exhibit 104		Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 is formatted in iXBRL (contained in Exhibit 101).
1	Incorporated by reference

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

‎

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SIGNATURES

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

	VULCAN MATERIALS COMPANY
Date       November 3, 2022	/s/ Randy L. Pigg Randy L. Pigg Vice President, Controller (Principal Accounting Officer)
Date       November 3, 2022	/s/ Mary Andrews Carlisle Mary Andrews Carlisle Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.2

exhibit 10.2

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

BETWEEN

VULCAN MATERIALS COMPANY

AND

SUZANNE H. WOOD

WHEREAS, Vulcan Materials Company ("Vulcan") desires to engage the services of Suzanne H. Wood ("Consultant") in a consulting capacity in connection with Vulcan’s business, and Consultant desires to act in a consulting capacity to Vulcan upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

1. Engagement and Term. Subject to the provisions of Section 4 of this Agreement, Vulcan agrees to retain Consultant and Consultant hereby agrees to provide consulting services to Vulcan for a period of four (4) months commencing on the date of execution of this Agreement and terminating on December 31, 2022 (the "Consulting Period"), so long as she is able to perform the duties set forth in Section 2 of this Agreement.

2. Duties

(a) During the Consulting Period, Consultant shall serve as a consultant to Vulcan with respect to such business matters and at such times and places as the executive officers of Vulcan may reasonably request.  The Consultant shall act in the capacity of an independent contractor and shall not be subject to the direction, control or supervision of Vulcan with respect to consulting services or procedures followed in the performance of her consulting services hereunder.  Consultant represents and warrants that she shall assume all obligations and duties of an independent contractor and that she shall hold the Company harmless from all liabilities, actions, suits, audits, assessments, or other claims made or brought by any person, corporation, tax authority, governmental agency or entity.

(b) The specific hours during which Consultant performs such services on any given day will be within Consultant's control.

(c) When consulting for Vulcan, Consultant shall report to the Chief Executive Officer, the Chief Financial Officer andtheir designee(s).

3. Compensation

(a) As compensation for the consulting services described above, Vulcan agrees to pay Consultant $25,000.00 per month for no more than 30 hours of work per month. 

(b) Vulcan shall reimburse Consultant for all reasonable expenses incurred by her in connection with the performance of her duties hereunder, provided such expenses are in accordance with the policies of Vulcan in effect at the time of the expenditure and are within such reasonable budgeted limits, if any, as may be established from time to time by the executive officers of Vulcan, upon submission by Consultant of signed vouchers, itemized in such detail as such policies and the executive officers of Vulcan may from time to time request.

(c) During the term, Consultant shall continue to have the use of her Company-provided electronic communication device(s) and a Company-provided laptop computer, as well as the use of an office in Vulcan’s corporateoffices.Consultant will also retain a Vulcan email address during the Consulting Period and have access to the Company’s intranet.

(d) Consultant hereby acknowledges and agrees that during the Consulting Period she shall not be eligible to accrue benefits in any employee benefit pension plans maintained by Vulcan (or any of its affiliates), or to receive any fringe benefits or participate in any welfare benefit plan other than that for which she is eligible as a retiree.

4. Covenants

(a) Consultant agrees that she will not use Confidential Information in any way that might injure or damage Vulcan or disclose such Confidential Information to anyone without Vulcan’s prior written consent, and agrees to return promptly at the close of this Agreement any written Confidential Information including all copies (in electronic, hard copy or other form) that she may have in her possession. Unless in furtherance of her duties during the term of this Exhibit 10.2 – Page 1

Agreement, or hereafterat Vulcan’s request or as otherwise provided by law, she also agrees to refrainfrom discussing any of Vulcan’s business matters with anyone including, but not limited to, Vulcan’s employees, customers, vendors, or competitors.

(b) As used above, “Confidential Information” means information which meets all of the following criteria: (1) disclosed to or known by Consultant as a consequence of or through work performed by her during her employment with Vulcan or pursuant to this Agreement; (2) not generally known outside Vulcan; and (3) which relates to Vulcan’s business or internal procedures.  Confidential Information includes, but is not limited to, trade secrets as defined in the Alabama Trade Secrets Act, Alabama Code §§ 8-27-1 et. seq., as amended.

(c) Vulcan shall be deemed to be the absolute and unqualified owner of all work produced by Consultant under this Agreement, and all data and research materials by Consultant for which Vulcan has reimbursed Consultant, it being understood that Consultant acts as an independent contractor and has no right, title, or interest in or to such material.

(d) In the event any covenant contained in this Section 4 shall be to any extent construed by any court of competent jurisdiction as being too broad in area or time, or both, or otherwise to any extent held invalid, then those portions thereof which may be construed to be invalid or unenforceable shall be severed and the remaining portions thereof shall continue in full force and effect.  The covenants set forth in this Section 4 are and shall be construed as independent covenants and shall survive the expiration or sooner termination of the Consultant's services hereunder.

(e) In addition, it is specifically agreed that damages would be inadequate to compensate Vulcan for any breach or threatened breach by Consultant of any such covenants and that the breach by the consultant of any of such covenants will result in irreparable harm and injury to Vulcan.  Therefore, Consultant agrees and consents that Vulcan shall, in addition to and without limiting any other remedy or right it may have, be entitled to such equitable and injunctive relief as may be available torestrain or prevent a breach or contemplated breach of any such covenant, such right to be cumulative and in addition to any other remedy Vulcan may have, including the recovery of damages by Vulcan.

5. Termination of the Agreement.  This contract may be terminated prior to its termination date by Vulcan, at any time, in the event Consultant engages in gross misconduct in violation of this Agreement or is derelict in performance of her duties hereunder.

6. Miscellaneous

(a) This Agreement shall be assignable by the Company only with the prior express written consent of the Consultant.

(b) The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Alabama.

(c) This Agreement constitutes the entire understanding between the parties with reference to the subject matter hereof and shall not be changed or modified except by a written instrument executed by both parties.  The waiver by either party of a breach of any provisions of this Agreement by the other party shall not be construed as a waiver of any subsequent or other breach by such other party.

[Remainder of page left intentionally blank]

Exhibit 10.2 – Page 2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of August 31, 2022.

VULCAN MATERIALS COMPANY   By: ___________________________ Name: Denson N. Franklin III Its: Senior Vice President, General Counsel and Corporate Secretary CONSULTANT:   By: ___________________________ Name: Suzanne H. Wood

Exhibit 10.2 – Page 3

EX-31

exhibit 31(a)

certification of chief executive officer

I, J. Thomas Hill, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Vulcan Materials Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures,  or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date       November 3, 2022
			/s/ J. Thomas Hill J. Thomas Hill Chairman, President and Chief Executive Officer

Exhibit 31(a)

exhibit 31(b)

certification of chief financial officer

I, Mary Andrews Carlisle, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Vulcan Materials Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures,  or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date       November 3, 2022
			/s/ Mary Andrews Carlisle Mary Andrews Carlisle,  Senior Vice President andChief Financial Officer

Exhibit 31(b)

EX-32

`

Exhibit 32(a)

certification of Chief executive officer

of

vulcan materials company

pursuant to 18 u.s.c. Section 1350

as adopted pursuant to section 906 of the sarbanes oxley act of 2002

c
I, J. Thomas Hill,Chairman, President and Chief Executive Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on the date hereof:
	(i)	fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
	(ii)	the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company.
			/s/ J. Thomas Hill J. Thomas Hill Chairman, President and Chief Executive Officer November 3, 2022
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32(a)

Exhibit 32(b)

certification of Chief financial officer

of

vulcan materials company

pursuant to 18 u.s.c. Section 1350

as adopted pursuant to section 906 of the sarbanes oxley act of 2002

I, Mary Andrews Carlisle,  Senior Vice President andChief Financial Officer of Vulcan Materials Company, certify that the Quarterly Report on Form 10-Q (the “report”) for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on the date hereof:
	(i)	fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
	(ii)	the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Vulcan Materials Company.
			/s/ Mary Andrews Carlisle Mary Andrews Carlisle,Senior Vice President and Chief Financial Officer November 3, 2022
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Vulcan Materials Company and will be retained by Vulcan Materials Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32(b)

EX-95

exhibit 95

msha citations and litigation

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was enacted. Section 1503 of the Dodd-Frank Act requires companies that are “operators” (as such term is defined in the Federal Mine Safety and Health Act of 1977 (the Mine Act)) to disclose certain mine safety information in each periodic report to the Securities and Exchange Commission. This information is related to the enforcement of the Mine Act by the Mine Safety and Health Administration (MSHA).

The Dodd-Frank Act and the subsequent implementing regulation issued by the SEC require disclosure of the following categories of violations, orders and citations: (1) Section 104 S&S Citations, which are citations issued for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard; (2) Section 104(b) Orders, which are orders issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (3) Section 104(d) Citations and Orders, which are issued upon violations of mandatory health or safety standards caused by an unwarrantable failure of the operator to comply with the standards; (4) Section 110(b)(2) Violations, which result from the reckless and repeated failure to eliminate a known violation; (5) Section 107(a) Orders, which are given when MSHA determines that an imminent danger exists and results in an order of immediate withdrawal from the area of the mine affected by the condition; and (6) written notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e). In addition, the Dodd-Frank Act requires the disclosure of the total dollar value of proposed assessments from MSHA under the Mine Act and the total number of mining related fatalities.

The following disclosures are made pursuant to Section 1503.

During the three months ended September 30, 2022,  noneof our operations: (i) received any orders under Section 104(b), which are issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period;(ii) had any flagrant violations under Section 110(b)(2); (iii) received notice from MSHA of a pattern of violations of mandatory health or safety standards under Section 104(e); or (iv) had any mining related fatalities.

Exhibit 95 – Page 1

THIRDQuarter 2022

The table below sets forth, by mine, the total number of citations and/or orders issued by MSHA during the period covered by this report under the indicated provisions of the Mine Act, together with the total dollar value of proposed assessments, if any, from MSHA, received during the three months ended September 30, 2022.  Of our285active MSHA-regulated facilities during the quarter, we received122federal mine safety inspections at 114facilities during the reporting period. Of our inspected facilities,  97did not receive any reportable citations or orders.

Name of Operation	Number of Inspections	Total Number of S&S Citations	Mine Act § 104(b) Orders	Mine Act § 104(d) Citations and Orders	Mine Act § 110(b)(2) Violations	Mine Act § 107(a) Orders	Total Dollar Value of Proposed MSHA Assessments (dollars in thousands)	Total Number of Mining Related Fatalities	Received Written Notice under Mine Act § 104(e) (yes/no)
AL SVC STRIPPING 4, AL	1	1	0	0	0	0	$0.0	0	No
AUSTIN QUARRY, CA	1	1	0	0	0	0	$0.0	0	No
BRONTE, TX	1	2	0	0	0	0	$0.0	0	No
FT PAYNE, AL	2	1	0	0	0	0	$0.0	0	No
HUEBNER ROAD, TX	1	1	0	0	0	0	$0.0	0	No
HUNTSVILLE NORTH, AL	1	1	0	0	0	0	$0.0	0	No
LACON, AL	1	2	0	0	0	0	$0.0	0	No
LEMONT, IL	1	1	0	0	0	0	$0.0	0	No
MADRAS, GA	1	1	0	0	0	0	$0.0	0	No
MARICOPA, AZ	1	1	0	0	0	0	$0.7	0	No
MARYVILLE, TN	1	1	0	0	0	0	$0.0	0	No
MIAMI, FL	1	1	0	0	0	0	$1.2	0	No
NE GA MOBILE STRIPPING CREW, GA	1	1	0	0	0	0	$0.0	0	No
NOTASULGA, AL	1	1	0	0	0	0	$0.0	0	No
SILVER, TX	1	0	0	1	0	0	$0.0	0	No
TABLE MOUNTAIN, CA	1	1	0	0	0	0	$0.0	0	No
VAL VISTA, AZ	2	1	0	0	0	0	$0.1	0	No
OTHER OPERATIONS - 97	103	0	0	0	0	0	$0.0	0	No
Total	122	18	0	1	0	0	$2.0	0

The total dollar value of proposed assessments received during the three months ended September 30, 2022 for all other citations, as well as proposed assessments received during the reporting period for citations previously issued, is  $15,217.

The table below sets forth, by mine, category of legal action and number of legal actions pending before the Federal Mine Safety and Health Review Commission as of September 30,  2022.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
boone quarry, nc	1	0	0
jackson quarry, GA	0	1	0
madras quarry, GA	0	0	2
Wilson county quarry, tn	1	0	2

The table below sets forth, by mine, category of legal action and number of legal actions filed before the Federal Mine Safety and Health Review Commission during the three months ended September 30, 2022.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
115 QUARRY, NC	2	0	0
GRAHAM-VIRGINIA, VA	1	0	0
HAVRE DE GRACE QUARRY, MD	1	0	0
JACKSON QUARRY, GA	1	0	0
ROYAL STONE, VA	1	0	0
STAFFORD, VA	1	0	0

The table below sets forth, by mine, category of legal action and number of legal actions resolved (disposed) by the Federal Mine Safety and Health Review Commission during the three months ended September 30, 2022.

	Number of Legal Actions
Name of Operation	Contest Penalty	Contest Citations	Complaint of Discharge, Discrimination
SPRUCE PINE, NC	1	0	0
LEXINGTON QUARRY, CA	1	0	0

Exhibit 95 – Page 2

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 24, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Document Fiscal Year Focus	2022
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	VMC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,906,866

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Assets
Cash and cash equivalents	$ 122.4	$ 235.0	$ 135.7
Restricted cash	24.5	6.5	0.7
Accounts and notes receivable
Accounts and notes receivable, gross	1,223.6	849.0	948.3
Allowance for credit losses	(11.0)	(10.3)	(10.1)
Accounts and notes receivable, net	1,212.6	838.7	938.2
Inventories
Finished products	403.3	418.0	411.9
Raw materials	64.9	59.9	58.2
Products in process	5.6	4.2	3.8
Operating supplies and other	68.2	39.2	38.3
Inventories	542.0	521.3	512.2
Other current assets	140.8	95.1	131.6
Assets held for sale	291.1	0.0	0.0
Total current assets	2,333.4	1,696.6	1,718.4
Investments and long-term receivables	33.1	34.1	34.1
Property, plant & equipment
Property, plant & equipment, cost	11,133.6	10,444.4	10,362.8
Allowances for depreciation, depletion & amortization	(5,148.3)	(4,897.6)	(4,815.9)
Property, plant & equipment, net	5,985.3	5,546.8	5,546.9
Operating lease right-of-use assets, net	574.2	691.4	656.9
Goodwill	3,704.5	3,696.7	3,674.8
Other intangible assets, net	1,708.3	1,749.0	1,819.8
Other noncurrent assets	277.0	268.0	237.1
Total assets	14,615.8	13,682.6	13,688.0
Liabilities
Current maturities of long-term debt	0.5	5.2	12.2
Short-term debt	312.0	0.0	0.0
Trade payables and accruals	484.2	365.5	410.3
Other current liabilities	454.7	398.6	454.2
Liabilities held for sale	111.1	0.0	0.0
Total current liabilities	1,362.5	769.3	876.7
Long-term debt	3,874.2	3,874.8	3,874.1
Deferred income taxes, net	1,073.0	1,005.9	1,053.4
Deferred revenue	161.7	167.1	168.1
Noncurrent operating lease liabilities	549.8	642.5	622.3
Other noncurrent liabilities	715.7	655.3	644.3
Total liabilities	7,736.9	7,114.9	7,238.9
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480.0 shares, Outstanding 132.9, 132.7 and 132.7 shares, respectively	132.9	132.7	132.7
Capital in excess of par value	2,826.9	2,816.5	2,810.3
Retained earnings	4,045.3	3,748.5	3,659.6
Accumulated other comprehensive loss	(149.4)	(152.7)	(176.5)
Total shareholders' equity	6,855.7	6,545.0	6,426.1
Noncontrolling interest	23.2	22.7	23.0
Total equity	6,878.9	6,567.7	6,449.1
Total liabilities and equity	$ 14,615.8	$ 13,682.6	$ 13,688.0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Common stock, par value	$ 1	$ 1	$ 1
Common stock, shares authorized	480,000,000	480,000,000.0	480,000,000.0
Common stock, shares outstanding	132,900,000	132,700,000	132,700,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Total revenues	[1]	$ 2,088.3	$ 1,516.5	$ 5,583.3	$ 3,945.9
Cost of revenues		1,595.4	1,122.4	4,375.5	2,924.2
Gross profit		492.9	394.1	1,207.8	1,021.7
Selling, administrative and general expenses		135.3	103.8	388.7	293.1
Gain on sale of property, plant & equipment and businesses		23.8	2.9	28.4	120.3
Loss on impairments		(67.8)	(0.0)	(67.8)	(4.6)
Other operating expense, net		(8.2)	(30.8)	(19.8)	(44.9)
Operating earnings		305.4	262.4	759.9	799.4
Other nonoperating income (expense), net		1.3	3.1	(1.7)	17.3
Interest expense, net		46.1	36.8	120.8	111.6
Earnings from continuing operations before income taxes		260.6	228.7	637.4	705.1
Income tax expense		82.3	51.7	164.6	169.7
Earnings from continuing operations		178.3	177.0	472.8	535.4
Loss on discontinued operations, net of tax		(1.2)	(0.2)	(16.1)	(2.7)
Net earnings		177.1	176.8	456.7	532.7
(Earnings) loss attributable to noncontrolling interest		(0.0)	0.1	(0.5)	0.2
Net earnings attributable to Vulcan		177.1	176.9	456.2	532.9
Other comprehensive income (loss), net of tax
Amortization of prior cash flow hedge loss		0.4	0.4	1.1	1.1
Amortization of actuarial loss and prior service cost for benefit plans		0.7	1.2	2.2	3.7
Other comprehensive income		1.1	1.6	3.3	4.8
Comprehensive income		178.2	178.4	460.0	537.5
Comprehensive (earnings) loss attributable to noncontrolling interest		(0.0)	0.1	(0.5)	0.2
Comprehensive income attributable to Vulcan		$ 178.2	$ 178.5	$ 459.5	$ 537.7
Basic earnings (loss) per share attributable to Vulcan
Continuing operations		$ 1.34	$ 1.33	$ 3.55	$ 4.03
Discontinued operations		(0.01)	0.00	(0.12)	(0.02)
Net earnings		1.33	1.33	3.43	4.01
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations		1.33	1.33	3.54	4.01
Discontinued operations		0.00	(0.01)	(0.12)	(0.02)
Net earnings		$ 1.33	$ 1.32	$ 3.42	$ 3.99
Weighted-average common shares outstanding
Basic		133.0	132.8	133.0	132.8
Assuming dilution		133.6	133.5	133.6	133.5
Effective tax rate from continuing operations		31.60%	22.60%	25.80%	24.10%

[1] ¹ The geographic markets are defined by states/countries as follows: East market - Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia and Washington D.C. Gulf Coast market - Alabama, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities
Net earnings	$ 456.7	$ 532.7
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	435.0	321.0
Loss on impairments	67.8	4.6
Noncash operating lease expense	46.6	32.7
Net gain on sale of property, plant & equipment and businesses	(28.4)	(120.3)
Contributions to pension plans	(5.8)	(6.0)
Share-based compensation expense	27.9	25.2
Deferred tax expense	35.4	71.4
Changes in assets and liabilities before initial effects of business acquisitions and dispositions	(295.5)	(144.6)
Other, net	8.6	8.1
Net cash provided by operating activities	748.3	724.8
Investing Activities
Purchases of property, plant & equipment	(450.4)	(318.6)
Proceeds from sale of property, plant & equipment	37.8	192.4
Payment for businesses acquired, net of acquired cash	(528.0)	(1,634.5)
Other, net	(0.1)	0.1
Net cash used for investing activities	(940.7)	(1,760.6)
Financing Activities
Proceeds from short-term debt	1,288.2	0.0
Payment of short-term debt	(976.2)	(0.0)
Payment of current maturities and long-term debt	(557.6)	(1,444.0)
Proceeds from issuance of long-term debt	550.0	1,600.0
Debt issuance and exchange costs	(2.9)	(13.3)
Payment of finance leases	(27.0)	(4.8)
Dividends paid	(159.5)	(147.3)
Share-based compensation, shares withheld for taxes	(17.4)	(15.8)
Other, net	0.2	(0.6)
Net cash provided by (used for) financing activities	97.8	(25.8)
Net decrease in cash and cash equivalents and restricted cash	(94.6)	(1,061.6)
Cash and cash equivalents and restricted cash at beginning of year	241.5	1,198.0
Cash and cash equivalents and restricted cash at end of period	$ 146.9	$ 136.4

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

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” or “Vulcan”), a New Jersey corporation, is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel), a major producer of asphalt mix and ready-mixed concrete, and a supplier of construction paving services.

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 aggregates markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico (see Note 8, NAFTA Arbitration). Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, Arizona, California, Maryland, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, U.S. Virgin Islands, Washington D.C. and Bahamas markets.

BASIS OF PRESENTATION

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards, if any, as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, particularly in light of the uncertainty over the economic and operational impacts of the current conflict between Russia and Ukraine. Construction activity continues to be impacted by capacity constraints (including supply chain bottlenecks, labor shortages and transportation availability) and cost inflation. Additionally, period-over-period comparisons are significantly impacted by our August 2021 acquisition of U.S. Concrete (see Note 16).

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes. Events that relate to conditions arising after September 30, 2022 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

In connection with our August 2021 U.S. Concrete acquisition, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca). Orca was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

RESTRICTED CASH

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

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 millions	2022	2021	2022	2021
Discontinued Operations
Pretax loss	$        (1.6)	$        (0.3)	$      (21.7)	$        (3.6)
Income tax benefit	0.4	0.1	5.6	0.9
Loss on discontinued operations,
net of tax	$        (1.2)	$        (0.2)	$      (16.1)	$        (2.7)

Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (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 millions	2022	2021	2022	2021
Weighted-average common shares
outstanding	133.0	132.8	133.0	132.8
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2	0.3	0.2	0.3
Other stock compensation awards	0.4	0.4	0.4	0.4
Weighted-average common shares
outstanding, assuming dilution	133.6	133.5	133.6	133.5

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 millions	2022	2021	2022	2021
Antidilutive common stock equivalents	0.1	0.1	0.1	0.1

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2022 presentation.

 

XML

LEASES

9 Months Ended

Sep. 30, 2022

LEASES [Abstract]

LEASES

Note 2: Leases

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

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

		September 30	December 31	September 30
dollars in millions	Classification on the Balance Sheet	2022	2021	2021
Assets 1
Operating lease ROU assets		$        778.8	$        771.1	$        728.8
Accumulated amortization		(89.6)	(79.7)	(71.9)
Operating leases, net	Operating lease right-of-use assets, net	689.2	691.4	656.9
Finance lease assets		111.2	129.2	125.6
Accumulated depreciation		(12.6)	(8.8)	(5.0)
Finance leases, net	Property, plant & equipment, net	98.6	120.4	120.6
Total lease assets		$        787.8	$        811.8	$        777.5
Liabilities 1
Current
Operating	Other current liabilities	$          51.9	$          49.2	$          48.7
Finance	Other current liabilities	27.7	35.4	38.4
Noncurrent
Operating	Noncurrent operating lease liabilities	643.3	642.5	622.3
Finance	Other noncurrent liabilities	45.9	60.5	63.2
Total lease liabilities		$        768.8	$        787.6	$        772.6
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		20.1	21.0	21.0
Finance leases		3.1	3.3	3.4
Weighted-average discount rate
Operating leases		3.7%	3.8%	3.9%
Finance leases		1.6%	1.3%	1.2%

¹ Includes lease assets and liabilities that are classified as held for sale as detailed in Note 16.

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.

The components of lease expense are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Lease Cost
Finance lease cost
Depreciation of right-of-use assets	$            4.2	$            0.8	$          12.9	$            2.2
Interest on lease liabilities	0.2	0.2	0.9	0.2
Operating lease cost	21.7	18.4	65.6	49.2
Short-term lease cost 1	12.3	7.7	32.8	17.9
Variable lease cost	4.7	2.2	8.9	7.7
Sublease income	(0.6)	(0.6)	(2.2)	(2.4)
Total lease cost	$          42.5	$          28.7	$        118.9	$          74.8

¹ Our short-term lease cost includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for operating leases was $60.0 million and $44.6 million for the nine months ended September 30, 2022 and 2021, respectively. Cash paid for finance leases (principal and interest) was $28.0 million and $4.8 million for the nine months ended September 30, 2022 and 2021, respectively.

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INCOME TAXES

9 Months Ended

Sep. 30, 2022

INCOME TAXES [Abstract]

INCOME TAXES

Note 3: Income Taxes

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

In the third quarter of 2022, we recorded income tax expense from continuing operations of $82.3 million compared to $51.7 million in the third quarter of 2021. The increase in tax expense was primarily related to an increase in pretax earnings, the recording of a valuation allowance during the quarter against the net operating losses of one of our Mexican subsidiaries (discussed further below) and the impairment of non-tax deductible goodwill (see Note 15).

For the first nine months of 2022, we recorded income tax expense from continuing operations of $164.6 million compared to $169.7 million for the first nine months of 2021. The decrease in tax expense was primarily related to lower pretax earnings partially offset by the impairment of non-tax deductible goodwill.

In August 2022, the Inflation Reduction Act (IRA) was signed into law. The IRA introduces a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions. The CAMT provision is effective for tax years beginning on or after January 1, 2023. We do not anticipate that the provisions of the IRA will be material to our income taxes.

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, 2021.

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.

As discussed in Note 8, in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico. The impact of the shutdown, combined with recent increased costs (primarily due to underwater mining) has resulted in substantial losses. We project that Calica will generate a net operating loss (NOL) deferred tax asset of $13.6 million for 2022. Based on the weight of all available positive and negative evidence, we have concluded that it is more likely than not that Calica will be unable to realize the NOL deferred tax asset during the carryforward period. Therefore, in the third quarter of 2022, we recorded a valuation allowance against the current year NOL deferred tax asset as a component of the EAETR. Should the Mexican government lift the shutdown and/or we are successful in our NAFTA claim, we will reevaluate the need for a valuation allowance against the NOL deferred tax asset.

In February 2021, the Alabama Business Competitiveness Act (ABC Act) was signed into law. The ABC Act contained a provision requiring most taxpayers to change from a three-factor, double-weighted sales method to a single-sales factor method to apportion income to Alabama. This provision had the effect of significantly reducing our apportionment of income to Alabama, thereby further inhibiting our ability to utilize our Alabama NOL carryforward. As a result, we recorded a charge in the first quarter of 2021 to increase the valuation allowance by $13.7 million. No other material tax impacts resulted from the enactment of the ABC Act.

We project Alabama NOL carryforward deferred tax assets at December 31, 2022 of $61.6 million against which we have a valuation allowance of $42.9 million (after considering the ABC Act). Almost all of the Alabama NOL carryforward would expire between 2023 and 2029 if not utilized.

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. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.

 

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REVENUES

9 Months Ended

Sep. 30, 2022

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 recorded as liabilities until remitted and thus are excluded from revenues. Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market (excluding the U.S. Concrete acquisition which is only presented by segment) for the three and nine month periods ended September 30, 2022 and 2021 are disaggregated as follows:

	Three Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       420.2	$         61.4	$         90.7	$           0.0	$       572.3
Gulf Coast	759.4	64.1	17.6	2.1	843.2
West	204.4	184.7	22.3	0.0	411.4
U.S. Concrete	106.5	0.0	319.9	0.0	426.4
Segment sales	$    1,490.5	$       310.2	$       450.5	$           2.1	$    2,253.3
Intersegment sales	(165.0)	0.0	0.0	0.0	(165.0)
Total revenues	$    1,325.5	$       310.2	$       450.5	$           2.1	$    2,088.3

	Three Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       362.9	$         44.0	$         63.1	$           0.0	$       470.0
Gulf Coast	616.9	52.6	19.7	1.5	690.7
West	159.3	124.1	14.7	0.0	298.1
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    1,172.4	$       220.7	$       219.2	$           1.5	$    1,613.8
Intersegment sales	(97.3)	0.0	0.0	0.0	(97.3)
Total revenues	$    1,075.1	$       220.7	$       219.2	$           1.5	$    1,516.5

	Nine Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$    1,045.7	$       132.0	$       223.4	$           0.0	$    1,401.1
Gulf Coast	2,129.3	166.7	55.1	5.4	2,356.5
West	541.1	453.4	51.9	0.0	1,046.4
U.S. Concrete	297.4	0.0	903.0	0.0	1,200.4
Segment sales	$    4,013.5	$       752.1	$    1,233.4	$           5.4	$    6,004.4
Intersegment sales	(421.1)	0.0	0.0	0.0	(421.1)
Total revenues	$    3,592.4	$       752.1	$    1,233.4	$           5.4	$    5,583.3

	Nine Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       960.7	$       104.2	$       184.5	$           0.0	$    1,249.4
Gulf Coast	1,743.2	140.1	55.7	5.5	1,944.5
West	455.5	336.1	34.9	0.0	826.5
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    3,192.7	$       580.4	$       396.8	$           5.5	$    4,175.4
Intersegment sales	(229.5)	0.0	0.0	0.0	(229.5)
Total revenues	$    2,963.2	$       580.4	$       396.8	$           5.5	$    3,945.9

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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

Total revenues are primarily derived from our product sales of aggregates (crushed stone, sand and gravel, sand and other aggregates), asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and service revenues related to our aggregates business, such as landfill tipping fees. Our total service revenues were $71.1 million (3.4% of total revenues) and $66.2 million (4.4% of total revenues) for the three months ended September 30, 2022 and 2021, respectively, and $178.0 million (3.2% of total revenues) and $168.2 million (4.3% of total revenues) for the nine months ended September 30, 2022 and 2021, 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 costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity. Likewise, the costs related to freight & delivery are included in cost of revenues.

Freight & delivery revenues are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Freight & Delivery Revenues
Total revenues	$    2,088.3	$    1,516.5	$    5,583.3	$    3,945.9
Freight & delivery revenues 1	(261.8)	(206.1)	(727.4)	(564.6)
Total revenues excluding freight & delivery	$    1,826.5	$    1,310.4	$    4,855.9	$    3,381.3

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 $226.9 million. 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 20 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 millions	2022	2021	2022	2021
Deferred Revenue
Balance at beginning of period	$       165.9	$       174.1	$       170.1	$       178.0
Revenue recognized from deferred revenue	(2.2)	(2.0)	(6.4)	(5.9)
Balance at end of period	$       163.7	$       172.1	$       163.7	$       172.1

Based on expected sales from the specified quarries, we expect to recognize $7.5 million of VPP deferred revenue as income during the twelve-month period ending September 30, 2023 (reflected in other current liabilities in our September 30, 2022 Condensed Consolidated Balance Sheet).

 

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

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 millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Mutual funds	$          24.9	$          34.7	$          30.5
Total	$          24.9	$          34.7	$          30.5

	Level 2 Fair Value
	September 30	December 31	September 30
in millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$            1.6	$            0.6	$            1.3
Total	$            1.6	$            0.6	$            1.3

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 (high-quality, short-term, U.S. dollar-denominated money market instruments).

Net gains (losses) of the Rabbi Trusts’ investments were $(8.1) million and $2.4 million for the nine months ended September 30, 2022 and 2021, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at September 30, 2022 and 2021 were $(8.3) million and $2.0 million, respectively.

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

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

During the third quarter of 2022, net assets held for sale with a carrying value of $196.9 million were written down to their estimated fair value less cost to sell of $180.0 million, resulting in an impairment loss of $16.9 million. The estimated fair value was determined based on the expected proceeds from the probable sale of the disposal group. Refer to Note 16 for the major categories of assets and liabilities classified as held for sale and Note 15 for a related goodwill impairment charge. 

 

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2022

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, 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.

In 2007, 2018 and 2020, 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 cash flow hedges is deferred (recorded in accumulated other comprehensive income (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 millions	Statement	2022	2021	2022	2021
Cash Flow Hedges
	Interest
Loss reclassified from AOCI	expense	$        (0.5)	$        (0.5)	$        (1.5)	$        (1.5)

For the twelve-month period ending September 30, 2023, we estimate that $2.1 million of the $21.4 million net of tax loss in AOCI will be reclassified to interest expense.

 

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DEBT

9 Months Ended

Sep. 30, 2022

DEBT [Abstract]

DEBT

Note 7: Debt

Debt is detailed as follows:

	Effective	September 30	December 31	September 30
in millions	Interest Rates	2022	2021	2021
Short-term Debt
Bank line of credit expires 2027 1		$          312.0	$            0.0	$            0.0
Commercial paper expires 2027 1		$              0.0	0.0	0.0
Total short-term debt		$          312.0	$            0.0	$            0.0
Long-term Debt
Bank line of credit expires 2027 1		$              0.0	$            0.0	$            0.0
Commercial paper expires 2027 1		550.0	0.0	0.0
Delayed draw term loan expires 2026		550.0	1,100.0	1,100.0
8.85% notes due 2021		0.0	0.0	6.0
4.50% notes due 2025	4.65%	400.0	400.0	400.0
3.90% notes due 2027	4.00%	400.0	400.0	400.0
3.50% notes due 2030	3.94%	750.0	750.0	750.0
7.15% notes due 2037	8.05%	129.2	129.2	129.2
4.50% notes due 2047	4.59%	700.0	700.0	700.0
4.70% notes due 2048	5.42%	460.9	460.9	460.9
Other notes	0.40%	1.8	9.5	11.1
Total long-term debt - face value		$       3,941.9	$     3,949.6	$     3,957.2
Unamortized discounts and debt issuance costs		(67.2)	(69.6)	(70.9)
Total long-term debt - book value		$       3,874.7	$     3,880.0	$     3,886.3
Less current maturities		0.5	5.2	12.2
Total long-term debt - reported value		$       3,874.2	$     3,874.8	$     3,874.1
Estimated fair value of long-term debt		$       3,620.1	$     4,418.5	$     4,442.1

¹ Borrowings on the bank line of credit and commercial paper 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 $5.0 million and $12.6 million of net interest expense for these items for the nine months ended September 30, 2022 and 2021, respectively.

DELAYED DRAW TERM LOAN, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

In June 2021, concurrent with the announcement of the pending acquisition of U.S. Concrete (see Note 16 for additional information), we obtained a $2,200.0 million bridge facility commitment from Truist Bank. Later in June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan with a subset of the banks that provide our line of credit and terminated the bridge facility commitment. The delayed draw term loan was drawn in August 2021 for $1,600.0 million upon the acquisition of U.S. Concrete, was paid down to $1,100.0 million in September 2021 and was further paid down to $550.0 million in August 2022 (amounts repaid are no longer available for borrowing). In March 2022, the delayed draw term loan was amended to extend the maturity date from August 2024 to August 2026. The delayed draw term loan contains covenants customary for an unsecured investment-grade facility and mirror those in our line of credit. As of September 30, 2022, we were in compliance with the delayed draw term loan covenants.

Financing costs for the bridge facility commitment and the delayed draw term loan totaled $13.3 million, $9.4 million of which was recognized as interest expense in the second quarter of 2021. Borrowings on the delayed draw term loan bear interest, at our option, at either the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 0.750% to 1.250% or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.250%. The margins are determined by our credit ratings. As of September 30, 2022, the margin for SOFR borrowings was 0.875%, and the margin for base rate borrowings was 0.000%.

Our unsecured line of credit was amended in August 2022 to increase the amount from $1,000.0 million to $1,600.0 million and extend the maturity date from September 2026 to August 2027. Our line of credit contains covenants customary for an unsecured investment-grade facility. As of September 30, 2022, we were in compliance with the covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin ranging from 1.000% to 1.625% or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.625%. The margins are determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the margin for SOFR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.090% to 0.225% determined by our credit ratings. As of September 30, 2022, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125%, and the commitment fee for the unused amount was 0.100%.

In August 2022, we established a $1,600.0 million commercial paper program and borrowed $550.0 million under the program. Commercial paper borrowings bear interest at rates determined at the time of issuance and as agreed between us and the commercial paper investors.

As of September 30, 2022, our available borrowing capacity under the line of credit was $1,210.0 million. Utilization of the borrowing capacity was as follows:

$312.0 million was borrowed

$78.0 million was used to support standby letters of credit

TERM DEBT

Essentially all of our $3,941.9 million (face value) of term debt (which includes the $550.0 million delayed draw term loan and the $550.0 million commercial paper) is unsecured. $2,840.2 million of such debt is governed by two essentially identical indentures that contain customary investment-grade type covenants. As of September 30, 2022, we were in compliance with all term debt covenants.

In August 2021, we assumed $434.5 million (fair value) of senior notes due 2029 in connection with the acquisition of U.S. Concrete and retired these notes in September 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. Except for $26.1 million of risk management letters of credit that expire in 2023, our standby letters of credit are issued by banks that participate in our $1,600.0 million line of credit and reduce the borrowing capacity thereunder. Our standby letters of credit as of September 30, 2022 are summarized by purpose in the table below:

in millions
Standby Letters of Credit
Risk management insurance	$          96.6
Reclamation/restoration requirements	7.5
Total	$        104.1

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

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 lease liabilities totaled $768.8 million as of September 30, 2022 (including liabilities classified as held for sale – see Note 16).

As summarized by purpose in Note 7, our standby letters of credit totaled $104.1 million as of September 30, 2022.

As described in Note 9, our asset retirement obligations totaled $340.0 million as of September 30, 2022.

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 millions	2022	2021	2021
Accrued Environmental Remediation Costs
Continuing operations	$          27.3	$          23.2	$          25.4
Retained from former Chemicals business	8.2	10.7	10.7
Total	$          35.5	$          33.9	$          36.1

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.

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

In August 2017, the EPA informed certain members of the CPG, including Vulcan and others, 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 identified in the ROD. This voluntary allocation process established an impartial third-party expert recommendation for use by the government and the participants as the basis of possible settlements, including settlements related to future remediation actions. The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in late December 2020. Certain PRPs, including Vulcan, thereafter received a joint confidential settlement demand from the EPA/Department of Justice (DOJ). In early February 2022, Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement in principle with the EPA/DOJ. The Settling Defendants and the governmental agencies intend to negotiate a consent decree. If the consent decree is approved by the court, Vulcan’s portion of the settlement would be within the immaterial loss recorded for this matter in 2015.

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 how the proposed settlement with the EPA/DOJ would affect the Occidental lawsuit.

■ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During 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, Texas Brine Company, L.L.C. (Texas Brine) was the operator contracted by Vulcan to mine and deliver the brine. We sold our Chemicals Division in 2005 and transferred our rights and interest related to the salt and mining operations to the purchaser, a subsidiary of Occidental Chemical Company (Occidental), and we have had no association with the leased premises or Texas Brine since that time. After the sale, Texas Brine continued to mine and deliver brine to Occidental. 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 filed in federal court before the Eastern District of Louisiana in New Orleans.

There have been 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 by Texas Brine. We were then added as a direct and third-party defendant by other parties, including a direct claim by the State of Louisiana. Damage categories encompassed within the litigation include, but are not limited to, individual plaintiffs’ claims for property damage; a claim by the State of Louisiana for response costs and civil penalties; claims by Texas Brine for past and future response costs, loss of profits and investment opportunities, indemnity and contribution, attorneys’ fees, other litigation costs, and judicial interest; claims for physical damages to nearby oil and gas pipelines and storage facilities (pipelines); and business interruption claims.

The claims implicating Vulcan sound in tort and contract. With regard to the tort claims, it has been alleged that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to act. With regard to the contract claims, it has also been alleged that we breached the salt lease with Occidental, as well as an operating agreement and related contracts with Texas Brine; that we are strictly liable for certain 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 the basis of comparative fault against Texas Brine and Occidental. Vulcan and Occidental have since dismissed their claims against one another. The State of Louisiana has claims that remain pending against Texas Brine, Vulcan, and Occidental. Texas Brine and Occidental also have claims pending against each other in arbitration.

A joint bench trial (judge only) began in September 2017 and ended in October 2017 in the three pipeline cases. The trial addressed comparative fault and liability for causing the sinkhole. In December 2017, the judge issued a ruling allocating fault among the three defendants as follows: Occidental (and affiliates) 50%, Texas Brine (and its wholly-owned subsidiary) 35% and Vulcan 15%. This ruling was appealed by the parties in each of the pipeline cases. In December 2020, the Louisiana Court of Appeal, First Circuit, issued a Notice of Judgment and Disposition in one of the pipeline cases reversing in part and amending the trial court judgment to reallocate 20% of the fault from Occidental to Texas Brine, with the result that 30% of the fault is now allocated to Occidental and 55% of the fault is now allocated to Texas Brine (and its wholly-owned subsidiary). The Court of Appeal affirmed the 15% fault allocation to Vulcan. The Court of Appeal made various other findings, including findings related to the arbitrability of claims between Occidental and Texas Brine. In May 2021 and April 2022, the Court of Appeal issued judgments in the other two pipeline cases, assigning the same fault allocation. Writs were sought from the Louisiana Supreme Court for review of all three appellate decisions. Those applications were denied, resulting in final judgments regarding fault allocations in the three pipeline cases.

We have settled claims by all plaintiffs except claims by the State of Louisiana and Texas Brine, including a recent overlapping lawsuit by Texas Brine asserting claims and demands against Vulcan concerning potential exposure by Texas Brine to Occidental and the State of Louisiana and ongoing and future sinkhole-related Louisiana regulatory matters. The new Texas Brine lawsuit also adds a former Vulcan employee as a defendant. In August 2022, Vulcan removed this lawsuit to federal court and filed initial responsive pleadings.

During the second quarter of 2022, we recorded an immaterial loss related to claims by Texas Brine. During August 2022, Vulcan and Texas Brine commenced a bench trial related to Texas Brine’s claims that remained pending in the three pipeline cases. After three days of trial, the parties stipulated to the amount of Texas Brine’s tort damages at issue in the trial. After applying Vulcan’s 15% fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial is within the immaterial loss recorded during the second quarter of 2022. The court will now decide the amount of interest and costs, if any, to apply to the stipulated award. We anticipate that the court’s judgment will be consistent with the immaterial loss recorded during the second quarter of 2022. The stipulation did not resolve the numerous pre-trial judgments that are on appeal, which dismissed or barred what were potentially much more significant damage claims between Texas Brine and Vulcan. We cannot at this time reasonably estimate the range of liability, if any, that could result if an appellate court reverses any of the trial court’s pre-trial judgments.

At this time we cannot reasonably estimate a range of liability pertaining to the claims brought by the State of Louisiana. The State’s lawsuit has been dormant awaiting final disposition of the Phase 1 (liability) proceedings in the three pipeline cases. We are also unable to assess the range of liability, if any, that could result from Texas Brine’s new lawsuit.

■ 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 cases.

■ HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order directing 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 new treatment system is fully operational. 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 Valley 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 our evaluation of the need for an offsite remedy. In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of LADWP’s Rinaldi-Toluca (RT) wellfield project. PDI investigative activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a Draft PDI Evaluation Report to the EPA. The PDI Evaluation Report summarizes data collection activities conducted pursuant to the Draft PDI Work Plan and provides model updates and evaluation of remediation alternatives for offsite areas. The EPA provided an initial set of comments on the Draft PDI Evaluation Report in May 2019 and a final set of comments in October 2020. The final set of comments included a request for Vulcan to revise and develop a final PDI Evaluation Report. The final comments further provided, if Vulcan agrees, a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report that would require the EPA to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill. In December 2020, Vulcan submitted the Final PDI Evaluation Report, which included edits to the Draft PDI Evaluation Report and responses to the EPA’s comments. Until the EPA’s review and approval of the Final PDI Evaluation Report and any Supplemental PDI Evaluation Report on remedial alternative(s) is complete and an effective remedy has been selected by the EPA or agreed upon, we cannot identify any further remedial action that may be required. Given the various stakeholders involved and the uncertainties relating to remediation 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 fourth quarter of 2021, Vulcan completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount. Discussions are ongoing with Honeywell regarding other costs Honeywell has incurred or will incur. 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 to be treated by Honeywell’s system, and we expect this work to be completed during the fourth quarter of 2022. 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. 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 with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration.

A hearing on the merits took place in July 2021. While we awaited the final resolution from the tribunal, we continued to engage with government officials to pursue an amicable resolution of the dispute. On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico. On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Known Trends or Uncertainties). On July 11, 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult. Legacy Vulcan’s ancillary claim will be addressed as part of the pending arbitration, and we expect that the NAFTA arbitration tribunal will issue a decision no earlier than 2023.

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 are successful.

It is not possible to predict 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.

 

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ASSET RETIREMENT OBLIGATIONS

9 Months Ended

Sep. 30, 2022

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, including legal obligations for land reclamation at both owned properties and mineral leases. 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.

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 millions	2022	2021	2022	2021
ARO Operating Costs
Accretion	$          3.6	$          3.3	$        10.7	$          9.8
Depreciation	2.4	3.0	7.2	8.2
Total	$          6.0	$          6.3	$        17.9	$        18.0

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 millions	2022	2021	2022	2021
Asset Retirement Obligations
Balance at beginning of period	$       321.1	$       286.4	$       315.2	$       283.2
Liabilities incurred	19.2	10.7	21.5	11.7
Liabilities settled	(2.3)	(5.3)	(5.6)	(10.4)
Accretion expense	3.6	3.3	10.7	9.8
Revisions, net	(1.6)	3.2	(1.8)	4.0
Balance at end of period	$       340.0	$       298.3	$       340.0	$       298.3

The increase in ARO liabilities from September 30, 2021 to September 30, 2022 primarily relates to acquisitions completed in 2022 (see Note 16).

 

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BENEFIT PLANS

9 Months Ended

Sep. 30, 2022

BENEFIT PLANS [Abstract]

BENEFIT PLANS

Note 10: Benefit Plans

PENSION PLANS

We sponsor two qualified, noncontributory defined benefit pension plans, the Vulcan Materials Company Pension Plan (VMC Pension Plan) and the CMG Hourly Pension Plan (CMG Pension Plan). The VMC Pension Plan has been closed to new entrants since 2007, and benefit accruals ceased in 2005 for hourly participants and 2013 for salaried participants. The CMG Pension Plan is closed to new entrants other than through one small union, and benefits continue to accrue equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

During October 2021, we purchased (using pension plan assets) an irrevocable group annuity contract (pension lift-out) from an insurance company to transfer approximately 10% of the total projected benefit obligation as of the purchase date. As a result of this transaction: 1) we incurred a settlement charge of $12.1 million, 2) we were relieved of all responsibility for these pension obligations, and 3) the insurance company is now required to pay and administer the retirement benefits owed to 2,764 U.S. retirees and beneficiaries (representing approximately 50% of retirees in payment status at that time), with no change to the amount, timing or form of retirement benefit payments.

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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          1.0	$          1.2	$          3.0	$          3.6
Interest cost	5.3	4.9	15.8	14.6
Expected return on plan assets	(7.5)	(11.4)	(22.6)	(34.1)
Amortization of prior service cost	0.4	0.3	1.1	1.0
Amortization of actuarial loss	1.1	2.2	3.2	6.5
Net periodic pension benefit cost (credit)	$          0.3	$        (2.8)	$          0.5	$        (8.4)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$          1.5	$          2.5	$          4.3	$          7.5

The contributions to pension plans for the nine months ended September 30, 2022 and 2021, 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 2021, we amended our postretirement healthcare plan to increase our employer contribution rate from the previously capped level (established in 2015) to a higher level effective 2022. This will serve as a cost reduction for retirees in 2022 that will carry forward as we use this new benchmark for future employer contributions. 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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          0.6	$          0.3	$          1.7	$          0.8
Interest cost	0.3	0.1	0.7	0.3
Amortization of prior service credit	0.0	(0.5)	(0.2)	(1.4)
Amortization of actuarial gain	(0.3)	(0.4)	(1.0)	(1.1)
Net periodic postretirement benefit cost (credit)	$          0.6	$        (0.5)	$          1.2	$        (1.4)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$        (0.3)	$        (0.9)	$        (1.2)	$        (2.5)

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor five defined contribution plans including three plans related to the U.S. Concrete acquisition. 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 $49.1 million and $49.9 million for the nine months ended September 30, 2022 and 2021, respectively.

 

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OTHER COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2022

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 OCI are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

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

	September 30	December 31	September 30
in millions	2022	2021	2021
AOCI
Cash flow hedges	$         (21.4)	$         (22.5)	$         (22.9)
Pension and postretirement plans	(128.0)	(130.2)	(153.6)
Total	$       (149.4)	$       (152.7)	$       (176.5)

Changes in AOCI, net of tax, for the nine months ended September 30, 2022 are as follows:

		Pension and
	Cash Flow	Postretirement
in millions	Hedges	Benefit Plans	Total
AOCI
Balances as of December 31, 2021	$         (22.5)	$       (130.2)	$       (152.7)
Amounts reclassified from AOCI	1.1	2.2	3.3
Net current period OCI changes	1.1	2.2	3.3
Balances as of September 30, 2022	$         (21.4)	$       (128.0)	$       (149.4)

Amounts reclassified from AOCI to earnings are as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Amortization of Cash Flow Hedge Losses
Interest expense	$            0.5	$            0.5	$            1.5	$             1.5
Benefit from income taxes	(0.1)	(0.1)	(0.4)	(0.4)
Total	$            0.4	$            0.4	$            1.1	$             1.1
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$            1.0	$            1.7	$            3.0	$             5.0
Benefit from income taxes	(0.3)	(0.5)	(0.8)	(1.3)
Total	$            0.7	$            1.2	$            2.2	$             3.7
Total reclassifications from AOCI to earnings	$            1.1	$            1.6	$            3.3	$             4.8

 

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EQUITY

9 Months Ended

Sep. 30, 2022

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, 2022, December 31, 2021 and September 30, 2021.

There were no common stock purchases for the periods ended September 30, 2022, December 31, 2021 and September 30, 2021.

As of September 30, 2022, 8,064,851 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except per share data	2022	2021	2022	2021
Total Shareholders' Equity
Balance at beginning of period	$      6,721.1	$      6,293.1	$      6,545.0	$      6,027.3
Net earnings attributable to Vulcan	177.1	176.9	456.2	532.9
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes	(0.1)	(3.9)	(17.2)	(16.8)
Share-based compensation expense	9.7	7.5	27.9	25.2
Cash dividends on common stock
($0.40/$0.37/$1.20/$1.11 per share, respectively)	(53.2)	(49.1)	(159.5)	(147.3)
Other comprehensive income	1.1	1.6	3.3	4.8
Balance at end of period	$      6,855.7	$      6,426.1	$      6,855.7	$      6,426.1
Noncontrolling Interest
Balance at beginning of period	$           23.1	$             0.0	$           22.7	$             0.0
Acquisition of noncontrolling interest	0.0	23.1	0.0	23.1
Earnings (loss) attributable to noncontrolling interest	0.1	(0.1)	0.5	(0.1)
Balance at end of period	$           23.2	$           23.0	$           23.2	$           23.0
Total Equity
Balance at end of period	$      6,878.9	$      6,449.1	$      6,878.9	$      6,449.1

 

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SEGMENT REPORTING

9 Months Ended

Sep. 30, 2022

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 and are excluded from total revenues. 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 millions	2022	2021	2022	2021
Total Revenues
Aggregates 1	$       1,490.5	$       1,172.4	$       4,013.5	$       3,192.7
Asphalt 2	310.2	220.7	752.1	580.4
Concrete	450.5	219.2	1,233.4	396.8
Calcium	2.1	1.5	5.4	5.5
Segment sales	$       2,253.3	$       1,613.8	$       6,004.4	$       4,175.4
Aggregates intersegment sales	(165.0)	(97.3)	(421.1)	(229.5)
Total revenues	$       2,088.3	$       1,516.5	$       5,583.3	$       3,945.9
Gross Profit
Aggregates	$          436.1	$          372.4	$       1,081.3	$          969.8
Asphalt	29.5	7.1	40.2	17.6
Concrete	26.5	14.3	84.7	32.4
Calcium	0.8	0.3	1.6	1.9
Total	$          492.9	$          394.1	$       1,207.8	$       1,021.7
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$          113.5	$            93.3	$          324.4	$          258.5
Asphalt	8.9	9.0	26.0	27.1
Concrete	21.7	8.7	63.5	16.6
Calcium	0.0	0.0	0.1	0.1
Other	6.9	6.5	21.0	18.7
Total	$          151.0	$          117.5	$          435.0	$          321.0
Identifiable Assets 3
Aggregates			$     11,713.5	$     10,940.6
Asphalt			671.3	617.8
Concrete 4			1,773.8	1,720.7
Calcium			4.2	3.9
Total identifiable assets			$     14,162.8	$     13,283.0
General corporate assets			306.1	268.6
Cash and cash equivalents and restricted cash			146.9	136.4
Total assets			$     14,615.8	$     13,688.0

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.
4	Includes assets classified as held for sale (see Note 16).

 

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SUPPLEMENTAL CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2022

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	2022	2021
Cash Payments
Interest (exclusive of amount capitalized)	$         96.6	$         81.5
Income taxes	133.7	122.1
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$         37.5	$         27.5
Recognition of new and revised asset retirement obligations 1	0.6	15.7
Recognition of new and revised lease obligations for 1
Operating lease ROU assets	35.5	77.8
Finance lease ROU assets	3.5	9.8
Amounts referable to business acquisitions
Operating lease ROU assets	1.7	194.8
Finance lease ROU assets	0.0	108.0
Other liabilities assumed	43.5	687.6
Consideration payable to seller	65.4	0.0

¹ Excludes amounts acquired in business acquisitions.

 

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GOODWILL

9 Months Ended

Sep. 30, 2022

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. 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.

During the third quarter of 2022, we performed an interim goodwill impairment test due to a more-likely-than-not expectation of selling a reporting unit classified as held for sale (see Note 16). The carrying value of this reporting unit exceeded its estimated fair value (based on the expected proceeds from the probable sale) resulting in an impairment loss of $50.9 million. There were no charges for goodwill impairment in the nine month period ended September 30, 2021. Accumulated goodwill impairment losses amount to $303.6 million ($252.7 million in our former Cement segment and $50.9 in our Concrete 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, 2021 to September 30, 2022 are shown below:

in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Goodwill
Totals at December 31, 2021	$    3,316.6	$         91.6	$       288.5	$           0.0	$    3,696.7
Goodwill of acquired businesses 1	13.3	0.0	45.4	0.0	58.7
Goodwill impairment	0.0	0.0	(50.9)	0.0	(50.9)
Totals at September 30, 2022	$    3,329.9	$         91.6	$       283.0	$           0.0	$    3,704.5

¹ See Note 16 for acquisitions.

 

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ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2022

ACQUISITIONS AND DIVESTITURES [Abstract]

ACQUISITIONS AND DIVESTITURES

Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2022 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2022, we purchased the following operations for total consideration of $593.4 million:

California — eight aggregates, four asphalt mix and seven ready-mixed concrete operations

Texas — five aggregates operations

Virginia — four ready-mixed concrete operations and two idle ready-mixed concrete sites

Honduras — an aggregates operation serving limited markets along the Gulf Coast

The 2022 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations either individually or collectively, and acquisition related expenses were immaterial. The fair value of consideration transferred for these 2022 acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed are summarized below:

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash	$        528.0
Payable to seller	65.4
Total fair value of purchase consideration	$        593.4
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$          28.5
Inventories	15.3
Other current assets	0.3
Property, plant & equipment	517.0
Intangible assets
Contractual rights in place	61.2
Deferred income taxes, net	(12.1)
Other liabilities assumed	(28.9)
Net identifiable assets acquired	$        581.3
Goodwill	$          12.1

As a result of the 2022 acquisitions, we recognized $61.2 million of amortizable intangible assets and $12.1 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years. The $12.1 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of the goodwill recognized will be deductible for income tax purposes.

2021 BUSINESS ACQUISITIONS — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. for total consideration of $1,634.5 million, net of cash acquired:

British Columbia, Canada — aggregates and aggregates blue-water transportation operations

California — aggregates distribution terminals and concrete operations

New Jersey — aggregates and concrete operations

New York — aggregates and concrete operations

Oklahoma — aggregates and concrete operations

Pennsylvania — concrete operations

Texas — aggregates and concrete operations

U.S. Virgin Islands — aggregates and concrete operations

Washington, D.C. — concrete operations

The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and U.S. Concrete as if they were combined as of January 1, 2020. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of this combination. Consistent with the assumed acquisition date of January 1, 2020, the pro forma information excludes transactions between Vulcan and U.S. Concrete. The following pro forma information also includes 1) charges directly attributable to the acquisition, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets and 4) interest expense and debt retirement costs reflecting the new debt structure:

	Three Months Ended	Nine Months Ended
	September 30	September 30
in millions	2021	2021
Supplemental Pro Forma Results
Total revenues	$1,731.9	$4,755.1
Net earnings attributable to Vulcan	$225.5	$543.7

The unaudited pro forma results above may not be indicative of the results that would have been obtained had this acquisition occurred at the beginning of 2020, nor does it intend to be a projection of future results.

The fair value of consideration transferred for the U.S. Concrete acquisition and the amounts of assets acquired and liabilities assumed are summarized below:

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash 1	$      1,634.5
Total fair value of purchase consideration	$      1,634.5
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$         235.6
Inventories	80.6
Other current assets	8.7
Property, plant & equipment	1,086.2
Operating lease right-of-use assets	217.6
Intangible assets
Contractual rights in place	622.6
Other intangibles	60.3
Other noncurrent assets	5.3
Deferred income taxes, net	(241.4)
Debt assumed	(443.7)
Other liabilities assumed	(546.2)
Noncontrolling interest	(22.3)
Net identifiable assets acquired	$      1,063.3
Goodwill	$         571.2

¹ Includes $1,268.5 million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384.4 million of U.S. Concrete obligations paid on the acquisition date, less $18.4 million of cash acquired.

Additionally, during 2021, we purchased concrete operations in California for total consideration of $4.9 million.

As a collective result of the 2021 acquisitions, we recognized $685.5 million of amortizable intangible assets and $571.2 million of goodwill, representing an increase in goodwill of $46.6 million from December 31, 2021 (see Note 15 for subsequent impairment of a portion of this goodwill). The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $571.2 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and synergies expected to be realized from acquiring an established business with assets that have been assembled over a long period of time — the collection of those assets combined with our assets can earn a higher rate of return than either individually. Of the total goodwill recognized, $106.0 million will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

During the third quarter of 2022, we sold:

Excess real estate in Southern California resulting in a pretax gain of $23.5 million

In the first quarter of 2021, we sold:

A reclaimed quarry in Southern California resulting in a pretax gain of $114.7 million (net of a $12.9 million contingency and other directly related obligations)

The probable divestiture of concrete operations in New York, New Jersey and Pennsylvania (acquired in the 2021 U.S. Concrete acquisition) is presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2022. We expect the sale to occur in the fourth quarter of 2022. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

	September 30		December 31		September 30
in millions		2022	2021		2021
Held for Sale (Concrete Segment)
Inventory		$          6.1		$          0.0		$          0.0
Land and land improvements, net		21.7		0.0		0.0
Buildings, machinery and equipment, net		81.3		0.0		0.0
Operating leases, net		115.0		0.0		0.0
Finance leases, net		17.2		0.0		0.0
Intangible contractual rights in place		66.7		0.0		0.0
Less: reserve for assets held for sale		(16.9)		0.0		0.0
Total assets held for sale		$      291.1		$          0.0		$          0.0
Current operating lease liabilities		$        (5.6)		$          0.0		$          0.0
Current finance lease liabilities		(4.6)		0.0		0.0
Noncurrent operating lease liabilities		(93.4)		0.0		0.0
Noncurrent finance lease liabilities		(7.5)		0.0		0.0
Total liabilities held for sale		$    (111.1)		$          0.0		$          0.0

No material assets met the criteria for held for sale at December 31, 2021 or September 30, 2021.

 

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NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2022

NEW ACCOUNTING STANDARDS [Abstract]

NEW ACCOUNTING STANDARDS

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

None

ACCOUNTING STANDARDS PENDING ADOPTION

NONE

  

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

NATURE OF OPERATIONS

NATURE OF OPERATIONS

Vulcan Materials Company (the “Company” or “Vulcan”), a New Jersey corporation, is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel), a major producer of asphalt mix and ready-mixed concrete, and a supplier of construction paving services.

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 aggregates markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico (see Note 8, NAFTA Arbitration). Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, Arizona, California, Maryland, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, U.S. Virgin Islands, Washington D.C. and Bahamas 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, if any, as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, particularly in light of the uncertainty over the economic and operational impacts of the current conflict between Russia and Ukraine. Construction activity continues to be impacted by capacity constraints (including supply chain bottlenecks, labor shortages and transportation availability) and cost inflation. Additionally, period-over-period comparisons are significantly impacted by our August 2021 acquisition of U.S. Concrete (see Note 16).

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes. Events that relate to conditions arising after September 30, 2022 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

NONCONTROLLING INTEREST

In connection with our August 2021 U.S. Concrete acquisition, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca). Orca was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

RESTRICTED CASH

RESTRICTED CASH

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

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 millions	2022	2021	2022	2021
Discontinued Operations
Pretax loss	$        (1.6)	$        (0.3)	$      (21.7)	$        (3.6)
Income tax benefit	0.4	0.1	5.6	0.9
Loss on discontinued operations,
net of tax	$        (1.2)	$        (0.2)	$      (16.1)	$        (2.7)

Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (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 millions	2022	2021	2022	2021
Weighted-average common shares
outstanding	133.0	132.8	133.0	132.8
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2	0.3	0.2	0.3
Other stock compensation awards	0.4	0.4	0.4	0.4
Weighted-average common shares
outstanding, assuming dilution	133.6	133.5	133.6	133.5

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 millions	2022	2021	2022	2021
Antidilutive common stock equivalents	0.1	0.1	0.1	0.1

RECLASSIFICATIONS

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2022 presentation.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Results from Discontinued Operations

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Discontinued Operations
Pretax loss	$        (1.6)	$        (0.3)	$      (21.7)	$        (3.6)
Income tax benefit	0.4	0.1	5.6	0.9
Loss on discontinued operations,
net of tax	$        (1.2)	$        (0.2)	$      (16.1)	$        (2.7)

Weighted-Average Common Shares Outstanding Assuming Dilution

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Weighted-average common shares
outstanding	133.0	132.8	133.0	132.8
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2	0.3	0.2	0.3
Other stock compensation awards	0.4	0.4	0.4	0.4
Weighted-average common shares
outstanding, assuming dilution	133.6	133.5	133.6	133.5

Antidilutive Common Stock Equivalents

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Antidilutive common stock equivalents	0.1	0.1	0.1	0.1

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LEASES (Tables)

9 Months Ended

Sep. 30, 2022

LEASES [Abstract]

Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate

		September 30	December 31	September 30
dollars in millions	Classification on the Balance Sheet	2022	2021	2021
Assets 1
Operating lease ROU assets		$        778.8	$        771.1	$        728.8
Accumulated amortization		(89.6)	(79.7)	(71.9)
Operating leases, net	Operating lease right-of-use assets, net	689.2	691.4	656.9
Finance lease assets		111.2	129.2	125.6
Accumulated depreciation		(12.6)	(8.8)	(5.0)
Finance leases, net	Property, plant & equipment, net	98.6	120.4	120.6
Total lease assets		$        787.8	$        811.8	$        777.5
Liabilities 1
Current
Operating	Other current liabilities	$          51.9	$          49.2	$          48.7
Finance	Other current liabilities	27.7	35.4	38.4
Noncurrent
Operating	Noncurrent operating lease liabilities	643.3	642.5	622.3
Finance	Other noncurrent liabilities	45.9	60.5	63.2
Total lease liabilities		$        768.8	$        787.6	$        772.6
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		20.1	21.0	21.0
Finance leases		3.1	3.3	3.4
Weighted-average discount rate
Operating leases		3.7%	3.8%	3.9%
Finance leases		1.6%	1.3%	1.2%

¹ Includes lease assets and liabilities that are classified as held for sale as detailed in Note 16.

Components of Lease Expense

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Lease Cost
Finance lease cost
Depreciation of right-of-use assets	$            4.2	$            0.8	$          12.9	$            2.2
Interest on lease liabilities	0.2	0.2	0.9	0.2
Operating lease cost	21.7	18.4	65.6	49.2
Short-term lease cost 1	12.3	7.7	32.8	17.9
Variable lease cost	4.7	2.2	8.9	7.7
Sublease income	(0.6)	(0.6)	(2.2)	(2.4)
Total lease cost	$          42.5	$          28.7	$        118.9	$          74.8

¹ Our short-term lease cost includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

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REVENUES (Tables)

9 Months Ended

Sep. 30, 2022

REVENUES [Abstract]

Revenues by Geographic Market

	Three Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       420.2	$         61.4	$         90.7	$           0.0	$       572.3
Gulf Coast	759.4	64.1	17.6	2.1	843.2
West	204.4	184.7	22.3	0.0	411.4
U.S. Concrete	106.5	0.0	319.9	0.0	426.4
Segment sales	$    1,490.5	$       310.2	$       450.5	$           2.1	$    2,253.3
Intersegment sales	(165.0)	0.0	0.0	0.0	(165.0)
Total revenues	$    1,325.5	$       310.2	$       450.5	$           2.1	$    2,088.3

	Three Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       362.9	$         44.0	$         63.1	$           0.0	$       470.0
Gulf Coast	616.9	52.6	19.7	1.5	690.7
West	159.3	124.1	14.7	0.0	298.1
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    1,172.4	$       220.7	$       219.2	$           1.5	$    1,613.8
Intersegment sales	(97.3)	0.0	0.0	0.0	(97.3)
Total revenues	$    1,075.1	$       220.7	$       219.2	$           1.5	$    1,516.5

	Nine Months Ended September 30, 2022
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$    1,045.7	$       132.0	$       223.4	$           0.0	$    1,401.1
Gulf Coast	2,129.3	166.7	55.1	5.4	2,356.5
West	541.1	453.4	51.9	0.0	1,046.4
U.S. Concrete	297.4	0.0	903.0	0.0	1,200.4
Segment sales	$    4,013.5	$       752.1	$    1,233.4	$           5.4	$    6,004.4
Intersegment sales	(421.1)	0.0	0.0	0.0	(421.1)
Total revenues	$    3,592.4	$       752.1	$    1,233.4	$           5.4	$    5,583.3

	Nine Months Ended September 30, 2021
in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market 1
East	$       960.7	$       104.2	$       184.5	$           0.0	$    1,249.4
Gulf Coast	1,743.2	140.1	55.7	5.5	1,944.5
West	455.5	336.1	34.9	0.0	826.5
U.S. Concrete	33.3	0.0	121.7	0.0	155.0
Segment sales	$    3,192.7	$       580.4	$       396.8	$           5.5	$    4,175.4
Intersegment sales	(229.5)	0.0	0.0	0.0	(229.5)
Total revenues	$    2,963.2	$       580.4	$       396.8	$           5.5	$    3,945.9

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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

Freight & Delivery Revenues

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Freight & Delivery Revenues
Total revenues	$    2,088.3	$    1,516.5	$    5,583.3	$    3,945.9
Freight & delivery revenues 1	(261.8)	(206.1)	(727.4)	(564.6)
Total revenues excluding freight & delivery	$    1,826.5	$    1,310.4	$    4,855.9	$    3,381.3

¹ Includes freight & delivery to remote distribution sites.

Reconciliation of Deferred Revenue Balances

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Deferred Revenue
Balance at beginning of period	$       165.9	$       174.1	$       170.1	$       178.0
Revenue recognized from deferred revenue	(2.2)	(2.0)	(6.4)	(5.9)
Balance at end of period	$       163.7	$       172.1	$       163.7	$       172.1

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS [Abstract]

Fair Value Measurement on Recurring Basis

	Level 1 Fair Value
	September 30	December 31	September 30
in millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Mutual funds	$          24.9	$          34.7	$          30.5
Total	$          24.9	$          34.7	$          30.5

	Level 2 Fair Value
	September 30	December 31	September 30
in millions	2022	2021	2021
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$            1.6	$            0.6	$            1.3
Total	$            1.6	$            0.6	$            1.3

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

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 millions	Statement	2022	2021	2022	2021
Cash Flow Hedges
	Interest
Loss reclassified from AOCI	expense	$        (0.5)	$        (0.5)	$        (1.5)	$        (1.5)

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DEBT (Tables)

9 Months Ended

Sep. 30, 2022

DEBT [Abstract]

Debt

	Effective	September 30	December 31	September 30
in millions	Interest Rates	2022	2021	2021
Short-term Debt
Bank line of credit expires 2027 1		$          312.0	$            0.0	$            0.0
Commercial paper expires 2027 1		$              0.0	0.0	0.0
Total short-term debt		$          312.0	$            0.0	$            0.0
Long-term Debt
Bank line of credit expires 2027 1		$              0.0	$            0.0	$            0.0
Commercial paper expires 2027 1		550.0	0.0	0.0
Delayed draw term loan expires 2026		550.0	1,100.0	1,100.0
8.85% notes due 2021		0.0	0.0	6.0
4.50% notes due 2025	4.65%	400.0	400.0	400.0
3.90% notes due 2027	4.00%	400.0	400.0	400.0
3.50% notes due 2030	3.94%	750.0	750.0	750.0
7.15% notes due 2037	8.05%	129.2	129.2	129.2
4.50% notes due 2047	4.59%	700.0	700.0	700.0
4.70% notes due 2048	5.42%	460.9	460.9	460.9
Other notes	0.40%	1.8	9.5	11.1
Total long-term debt - face value		$       3,941.9	$     3,949.6	$     3,957.2
Unamortized discounts and debt issuance costs		(67.2)	(69.6)	(70.9)
Total long-term debt - book value		$       3,874.7	$     3,880.0	$     3,886.3
Less current maturities		0.5	5.2	12.2
Total long-term debt - reported value		$       3,874.2	$     3,874.8	$     3,874.1
Estimated fair value of long-term debt		$       3,620.1	$     4,418.5	$     4,442.1

¹ Borrowings on the bank line of credit and commercial paper 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 millions
Standby Letters of Credit
Risk management insurance	$          96.6
Reclamation/restoration requirements	7.5
Total	$        104.1

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES [Abstract]

Accrued Environmental Remediation Costs

	September 30	December 31	September 30
in millions	2022	2021	2021
Accrued Environmental Remediation Costs
Continuing operations	$          27.3	$          23.2	$          25.4
Retained from former Chemicals business	8.2	10.7	10.7
Total	$          35.5	$          33.9	$          36.1

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ASSET RETIREMENT OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2022

ASSET RETIREMENT OBLIGATIONS [Abstract]

Asset Retirement Obligations Operating Costs

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
ARO Operating Costs
Accretion	$          3.6	$          3.3	$        10.7	$          9.8
Depreciation	2.4	3.0	7.2	8.2
Total	$          6.0	$          6.3	$        17.9	$        18.0

Reconciliations of Asset Retirement Obligations

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Asset Retirement Obligations
Balance at beginning of period	$       321.1	$       286.4	$       315.2	$       283.2
Liabilities incurred	19.2	10.7	21.5	11.7
Liabilities settled	(2.3)	(5.3)	(5.6)	(10.4)
Accretion expense	3.6	3.3	10.7	9.8
Revisions, net	(1.6)	3.2	(1.8)	4.0
Balance at end of period	$       340.0	$       298.3	$       340.0	$       298.3

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BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2022

Pension Plans, Defined Benefit [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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          1.0	$          1.2	$          3.0	$          3.6
Interest cost	5.3	4.9	15.8	14.6
Expected return on plan assets	(7.5)	(11.4)	(22.6)	(34.1)
Amortization of prior service cost	0.4	0.3	1.1	1.0
Amortization of actuarial loss	1.1	2.2	3.2	6.5
Net periodic pension benefit cost (credit)	$          0.3	$        (2.8)	$          0.5	$        (8.4)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$          1.5	$          2.5	$          4.3	$          7.5

Other Postretirement Benefit Plans, Defined Benefit [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 millions	2022	2021	2022	2021
Components of Net Periodic Benefit Cost
Service cost	$          0.6	$          0.3	$          1.7	$          0.8
Interest cost	0.3	0.1	0.7	0.3
Amortization of prior service credit	0.0	(0.5)	(0.2)	(1.4)
Amortization of actuarial gain	(0.3)	(0.4)	(1.0)	(1.1)
Net periodic postretirement benefit cost (credit)	$          0.6	$        (0.5)	$          1.2	$        (1.4)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$        (0.3)	$        (0.9)	$        (1.2)	$        (2.5)

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OTHER COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2022

OTHER COMPREHENSIVE INCOME [Abstract]

Accumulated Other Comprehensive Income, Net of Tax

	September 30	December 31	September 30
in millions	2022	2021	2021
AOCI
Cash flow hedges	$         (21.4)	$         (22.5)	$         (22.9)
Pension and postretirement plans	(128.0)	(130.2)	(153.6)
Total	$       (149.4)	$       (152.7)	$       (176.5)

Changes in Accumulated Other Comprehensive Income, Net of Tax

		Pension and
	Cash Flow	Postretirement
in millions	Hedges	Benefit Plans	Total
AOCI
Balances as of December 31, 2021	$         (22.5)	$       (130.2)	$       (152.7)
Amounts reclassified from AOCI	1.1	2.2	3.3
Net current period OCI changes	1.1	2.2	3.3
Balances as of September 30, 2022	$         (21.4)	$       (128.0)	$       (149.4)

Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Amortization of Cash Flow Hedge Losses
Interest expense	$            0.5	$            0.5	$            1.5	$             1.5
Benefit from income taxes	(0.1)	(0.1)	(0.4)	(0.4)
Total	$            0.4	$            0.4	$            1.1	$             1.1
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$            1.0	$            1.7	$            3.0	$             5.0
Benefit from income taxes	(0.3)	(0.5)	(0.8)	(1.3)
Total	$            0.7	$            1.2	$            2.2	$             3.7
Total reclassifications from AOCI to earnings	$            1.1	$            1.6	$            3.3	$             4.8

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EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

EQUITY [Abstract]

Changes in Total Equity

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions, except per share data	2022	2021	2022	2021
Total Shareholders' Equity
Balance at beginning of period	$      6,721.1	$      6,293.1	$      6,545.0	$      6,027.3
Net earnings attributable to Vulcan	177.1	176.9	456.2	532.9
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes	(0.1)	(3.9)	(17.2)	(16.8)
Share-based compensation expense	9.7	7.5	27.9	25.2
Cash dividends on common stock
($0.40/$0.37/$1.20/$1.11 per share, respectively)	(53.2)	(49.1)	(159.5)	(147.3)
Other comprehensive income	1.1	1.6	3.3	4.8
Balance at end of period	$      6,855.7	$      6,426.1	$      6,855.7	$      6,426.1
Noncontrolling Interest
Balance at beginning of period	$           23.1	$             0.0	$           22.7	$             0.0
Acquisition of noncontrolling interest	0.0	23.1	0.0	23.1
Earnings (loss) attributable to noncontrolling interest	0.1	(0.1)	0.5	(0.1)
Balance at end of period	$           23.2	$           23.0	$           23.2	$           23.0
Total Equity
Balance at end of period	$      6,878.9	$      6,449.1	$      6,878.9	$      6,449.1

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SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2022

SEGMENT REPORTING [Abstract]

Segment Financial Disclosure

	Three Months Ended		Nine Months Ended
	September 30		September 30
in millions	2022	2021	2022	2021
Total Revenues
Aggregates 1	$       1,490.5	$       1,172.4	$       4,013.5	$       3,192.7
Asphalt 2	310.2	220.7	752.1	580.4
Concrete	450.5	219.2	1,233.4	396.8
Calcium	2.1	1.5	5.4	5.5
Segment sales	$       2,253.3	$       1,613.8	$       6,004.4	$       4,175.4
Aggregates intersegment sales	(165.0)	(97.3)	(421.1)	(229.5)
Total revenues	$       2,088.3	$       1,516.5	$       5,583.3	$       3,945.9
Gross Profit
Aggregates	$          436.1	$          372.4	$       1,081.3	$          969.8
Asphalt	29.5	7.1	40.2	17.6
Concrete	26.5	14.3	84.7	32.4
Calcium	0.8	0.3	1.6	1.9
Total	$          492.9	$          394.1	$       1,207.8	$       1,021.7
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$          113.5	$            93.3	$          324.4	$          258.5
Asphalt	8.9	9.0	26.0	27.1
Concrete	21.7	8.7	63.5	16.6
Calcium	0.0	0.0	0.1	0.1
Other	6.9	6.5	21.0	18.7
Total	$          151.0	$          117.5	$          435.0	$          321.0
Identifiable Assets 3
Aggregates			$     11,713.5	$     10,940.6
Asphalt			671.3	617.8
Concrete 4			1,773.8	1,720.7
Calcium			4.2	3.9
Total identifiable assets			$     14,162.8	$     13,283.0
General corporate assets			306.1	268.6
Cash and cash equivalents and restricted cash			146.9	136.4
Total assets			$     14,615.8	$     13,688.0

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.
4	Includes assets classified as held for sale (see Note 16).

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

9 Months Ended

Sep. 30, 2022

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows

	Nine Months Ended
	September 30
in thousands	2022	2021
Cash Payments
Interest (exclusive of amount capitalized)	$         96.6	$         81.5
Income taxes	133.7	122.1
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$         37.5	$         27.5
Recognition of new and revised asset retirement obligations 1	0.6	15.7
Recognition of new and revised lease obligations for 1
Operating lease ROU assets	35.5	77.8
Finance lease ROU assets	3.5	9.8
Amounts referable to business acquisitions
Operating lease ROU assets	1.7	194.8
Finance lease ROU assets	0.0	108.0
Other liabilities assumed	43.5	687.6
Consideration payable to seller	65.4	0.0

¹ Excludes amounts acquired in business acquisitions.

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GOODWILL (Tables)

9 Months Ended

Sep. 30, 2022

GOODWILL [Abstract]

Changes in Carrying Amount of Goodwill by Reportable Segment

in millions	Aggregates	Asphalt	Concrete	Calcium	Total
Goodwill
Totals at December 31, 2021	$    3,316.6	$         91.6	$       288.5	$           0.0	$    3,696.7
Goodwill of acquired businesses 1	13.3	0.0	45.4	0.0	58.7
Goodwill impairment	0.0	0.0	(50.9)	0.0	(50.9)
Totals at September 30, 2022	$    3,329.9	$         91.6	$       283.0	$           0.0	$    3,704.5

¹ See Note 16 for acquisitions.

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ACQUISITIONS AND DIVESTITURES (Tables)

9 Months Ended

Sep. 30, 2022

Significant Acquisitions And Disposals [Line Items]

Supplemental Pro Forma Results

	Three Months Ended	Nine Months Ended
	September 30	September 30
in millions	2021	2021
Supplemental Pro Forma Results
Total revenues	$1,731.9	$4,755.1
Net earnings attributable to Vulcan	$225.5	$543.7

Classification of Assets and Liabilities Held for Sale

	September 30		December 31		September 30
in millions		2022	2021		2021
Held for Sale (Concrete Segment)
Inventory		$          6.1		$          0.0		$          0.0
Land and land improvements, net		21.7		0.0		0.0
Buildings, machinery and equipment, net		81.3		0.0		0.0
Operating leases, net		115.0		0.0		0.0
Finance leases, net		17.2		0.0		0.0
Intangible contractual rights in place		66.7		0.0		0.0
Less: reserve for assets held for sale		(16.9)		0.0		0.0
Total assets held for sale		$      291.1		$          0.0		$          0.0
Current operating lease liabilities		$        (5.6)		$          0.0		$          0.0
Current finance lease liabilities		(4.6)		0.0		0.0
Noncurrent operating lease liabilities		(93.4)		0.0		0.0
Noncurrent finance lease liabilities		(7.5)		0.0		0.0
Total liabilities held for sale		$    (111.1)		$          0.0		$          0.0

U.S. Concrete [Member]

Significant Acquisitions And Disposals [Line Items]

Schedule of Business Acquisitions

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash 1	$      1,634.5
Total fair value of purchase consideration	$      1,634.5
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$         235.6
Inventories	80.6
Other current assets	8.7
Property, plant & equipment	1,086.2
Operating lease right-of-use assets	217.6
Intangible assets
Contractual rights in place	622.6
Other intangibles	60.3
Other noncurrent assets	5.3
Deferred income taxes, net	(241.4)
Debt assumed	(443.7)
Other liabilities assumed	(546.2)
Noncontrolling interest	(22.3)
Net identifiable assets acquired	$      1,063.3
Goodwill	$         571.2

¹ Includes $1,268.5 million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384.4 million of U.S. Concrete obligations paid on the acquisition date, less $18.4 million of cash acquired.

Acquisitions 2022 [Member]

Significant Acquisitions And Disposals [Line Items]

Schedule of Business Acquisitions

	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash	$        528.0
Payable to seller	65.4
Total fair value of purchase consideration	$        593.4
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$          28.5
Inventories	15.3
Other current assets	0.3
Property, plant & equipment	517.0
Intangible assets
Contractual rights in place	61.2
Deferred income taxes, net	(12.1)
Other liabilities assumed	(28.9)
Net identifiable assets acquired	$        581.3
Goodwill	$          12.1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) state	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) state factor	Sep. 30, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
State of incorporation			NJ
Number of states | state	22		22
Number of demographic factors | factor			3
Revenues from discontinued operations | $	$ 0	$ 0	$ 0	$ 0
Namgis [Member] | Orca [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership percentage by noncontrolling owners	12.00%		12.00%
Polaris [Member] | Orca [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership percentage by parent	88.00%		88.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Results from Discontinued Operations) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Pretax loss	$ (1.6)	$ (0.3)	$ (21.7)	$ (3.6)
Income tax benefit	0.4	0.1	5.6	0.9
Loss on discontinued operations, net of tax	$ (1.2)	$ (0.2)	$ (16.1)	$ (2.7)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Weighted-Average Common Shares Outstanding Assuming Dilution) (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Weighted-average common shares outstanding	133.0	132.8	133.0	132.8
Dilutive effect of Stock-Only Stock Appreciation Rights	0.2	0.3	0.2	0.3
Dilutive effect of Other stock compensation awards	0.4	0.4	0.4	0.4
Weighted-average common shares outstanding, assuming dilution	133.6	133.5	133.6	133.5

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Common Stock Equivalents) (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Antidilutive common stock equivalents	0.1	0.1	0.1	0.1

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LEASES (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
LEASES [Abstract]
Cash paid for operating leases	$ 60.0	$ 44.6
Total cash paid for finance leases	$ 28.0	$ 4.8

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LEASES (Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
LEASES [Abstract]
Operating lease ROU assets	$ 778.8	$ 771.1	$ 728.8
Accumulated amortization	(89.6)	(79.7)	(71.9)
Operating leases, net	689.2	691.4	656.9
Finance lease assets	111.2	129.2	125.6
Accumulated amortization	(12.6)	(8.8)	(5.0)
Finance leases, net	98.6	120.4	120.6
Total lease assets	787.8	811.8	777.5
Current operating lease liabilities	$ 51.9	49.2	48.7
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities Current
Current finance lease liabilities	$ 27.7	35.4	38.4
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities Current
Noncurrent operating lease liabilities	$ 643.3	642.5	622.3
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating Lease, Liability, Noncurrent
Noncurrent finance lease liabilities	$ 45.9	60.5	63.2
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities Noncurrent
Total lease liabilities	$ 768.8	$ 787.6	$ 772.6
Weighted-average remaining lease term, Operating leases	20 years 1 month 6 days	21 years	21 years
Weighted-average remaining lease term, Finance leases	3 years 1 month 6 days	3 years 3 months 18 days	3 years 4 months 24 days
Weighted-average discount rate, Operating leases	3.70%	3.80%	3.90%
Weighted-average discount rate, Finance leases	1.60%	1.30%	1.20%

XML

LEASES (Components of Lease Expense) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
LEASES [Abstract]
Depreciation of right-of-use assets	$ 4.2	$ 0.8	$ 12.9	$ 2.2
Interest on lease liabilities	0.2	0.2	0.9	0.2
Operating lease cost	21.7	18.4	65.6	49.2
Short-term lease cost	12.3	7.7	32.8	17.9
Variable lease cost	4.7	2.2	8.9	7.7
Sublease income	(0.6)	(0.6)	(2.2)	(2.4)
Total lease cost	$ 42.5	$ 28.7	$ 118.9	$ 74.8

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INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 82.3	$ 51.7		$ 164.6	$ 169.7
Income tax benefit recognition threshold more likely than not				50.00%
Alabama [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, valuation allowance	$ 42.9			$ 42.9
Increase in valuation allowance			$ 13.7
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				2029
Alabama [Member] | Forecast [Member]
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards						$ 61.6
Quintana Roo, Mexico [Member] | Forecast [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards						$ 13.6

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REVENUES (Narrative) (Details) $ in Millions		3 Months Ended		9 Months Ended		24 Months Ended
		Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Revenue Recognition [Line Items]
Revenues	[1]	$ 2,088.3	$ 1,516.5	$ 5,583.3	$ 3,945.9
Number of quarries | item				8
Proceeds from sale of future production						$ 226.9
Term of the VPPs				20 years
Estimated deferred revenue to be recognized in the next 12 months		$ 163.7	$ 172.1	$ 163.7	$ 172.1			$ 165.9	$ 170.1	$ 174.1	$ 178.0
Service [Member]
Revenue Recognition [Line Items]
Percent of total revenues		3.40%	4.40%	3.20%	4.30%
Revenues		$ 71.1	$ 66.2	$ 178.0	$ 168.2
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							$ 7.5
Aggregates [Member]
Revenue Recognition [Line Items]
Revenues	[1]	$ 1,325.5	$ 1,075.1	$ 3,592.4	$ 2,963.2
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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

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REVENUES (Revenues by Geographic Market) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	$ 2,088.3	$ 1,516.5	$ 5,583.3	$ 3,945.9
Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	2,253.3	1,613.8	6,004.4	4,175.4
Intersegment Sales [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	(165.0)	(97.3)	(421.1)	(229.5)
U.S. Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	426.4	155.0	1,200.4	155.0
East [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	572.3	470.0	1,401.1	1,249.4
Gulf Coast [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	843.2	690.7	2,356.5	1,944.5
West [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	411.4	298.1	1,046.4	826.5
Aggregates [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	1,325.5	1,075.1	3,592.4	2,963.2
Aggregates [Member] | Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1],[2]	1,490.5	1,172.4	4,013.5	3,192.7
Aggregates [Member] | Intersegment Sales [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	(165.0)	(97.3)	(421.1)	(229.5)
Aggregates [Member] | U.S. Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	106.5	33.3	297.4	33.3
Aggregates [Member] | East [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	420.2	362.9	1,045.7	960.7
Aggregates [Member] | Gulf Coast [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	759.4	616.9	2,129.3	1,743.2
Aggregates [Member] | West [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	204.4	159.3	541.1	455.5
Asphalt [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	310.2	220.7	752.1	580.4
Asphalt [Member] | Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1],[3]	310.2	220.7	752.1	580.4
Asphalt [Member] | Intersegment Sales [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Asphalt [Member] | U.S. Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Asphalt [Member] | East [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	61.4	44.0	132.0	104.2
Asphalt [Member] | Gulf Coast [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	64.1	52.6	166.7	140.1
Asphalt [Member] | West [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	184.7	124.1	453.4	336.1
Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	450.5	219.2	1,233.4	396.8
Concrete [Member] | Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	450.5	219.2	1,233.4	396.8
Concrete [Member] | Intersegment Sales [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Concrete [Member] | U.S. Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	319.9	121.7	903.0	121.7
Concrete [Member] | East [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	90.7	63.1	223.4	184.5
Concrete [Member] | Gulf Coast [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	17.6	19.7	55.1	55.7
Concrete [Member] | West [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	22.3	14.7	51.9	34.9
Calcium [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	2.1	1.5	5.4	5.5
Calcium [Member] | Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	2.1	1.5	5.4	5.5
Calcium [Member] | Intersegment Sales [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Calcium [Member] | U.S. Concrete [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Calcium [Member] | East [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Calcium [Member] | Gulf Coast [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	2.1	1.5	5.4	5.5
Calcium [Member] | West [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	[1]	$ 0.0	$ 0.0	$ 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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

[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.

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REVENUES (Freight & Delivery Revenues) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenues	[1]	$ 2,088.3	$ 1,516.5	$ 5,583.3	$ 3,945.9
Freight & Delivery Revenues [Member]
Disaggregation of Revenue [Line Items]
Total revenues	[2]	(261.8)	(206.1)	(727.4)	(564.6)
Total Revenues Excluding Freight & Delivery [Member]
Disaggregation of Revenue [Line Items]
Total revenues		$ 1,826.5	$ 1,310.4	$ 4,855.9	$ 3,381.3

[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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

[2] Includes freight & delivery to remote distribution sites

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REVENUES (Reconciliation of Deferred Revenue Balances) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUES [Abstract]
Balance at beginning of period	$ 165.9	$ 174.1	$ 170.1	$ 178.0
Revenue recognized from deferred revenue	(2.2)	(2.0)	(6.4)	(5.9)
Balance at end of period	$ 163.7	$ 172.1	$ 163.7	$ 172.1

XML

FAIR VALUE MEASUREMENTS (Narrative) (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)
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		$ (8.1)	$ 2.4
Unrealized net gains (losses) of the Rabbi Trusts' investments		(8.3)	$ 2.0
Asset Held For Sale [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Loss from assets held for sale impairment	$ 16.9
Reported Value Measurement [Member] | Asset Held For Sale [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets held for sale, estimated fair value	196.9	196.9
Estimate of Fair Value Measurement [Member] | Asset Held For Sale [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets held for sale, estimated fair value	$ 180.0	$ 180.0

XML

FAIR VALUE MEASUREMENTS (Fair Value Measurement on Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 24.9	$ 34.7	$ 30.5
Fair Value, Inputs, Level 1 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	24.9	34.7	30.5
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	1.6	0.6	1.3
Fair Value, Inputs, Level 2 [Member] | Money Market Mutual Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 1.6	$ 0.6	$ 1.3

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DERIVATIVE INSTRUMENTS (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Derivative [Line Items]
Interest rate hedges	$ (21.4)	$ (22.5)	$ (22.9)
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Estimated amount of pretax loss in AOCI reclassified to earnings for the next 12-month period	$ (2.1)

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DERIVATIVE INSTRUMENTS (Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Loss reclassified from AOCI (effective portion)	$ (0.5)	$ (0.5)	$ (1.5)	$ (1.5)

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DEBT (Narrative) (Details) $ in Millions		1 Months Ended	3 Months Ended	9 Months Ended
		Aug. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Aug. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Discounts and debt issuance costs				$ 5.0	$ 12.6
Total long-term debt - face value				3,941.9	3,957.2		$ 3,949.6
Financing costs				67.2	70.9		69.6
Commercial Paper						$ 1,600.0
Short-term debt				$ 312.0	0.0		0.0
Delayed Draw Term Loan Expires 2026 [Member]
Debt Instrument [Line Items]
Proceeds from line of credit		$ 1,600.0
Delayed Draw Term Loan Expires 2026 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.00%
Delayed Draw Term Loan Expires 2026 [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.875%
Letters Of Credit, Expire In 2023 [Member]
Debt Instrument [Line Items]
Self Insurance Reserve				$ 26.1
Supported By Line Of Credit [Member]
Debt Instrument [Line Items]
Outstanding standby letters of credit				$ 78.0
Investment-Grade Type Covenants Governed [Member]
Debt Instrument [Line Items]
Number of indentures with customary investment-grade type covenants | item				2
Bridge Facility And Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Discounts and debt issuance costs			$ 9.4
Financing costs							13.3
Line of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 1,600.0
Commitment fee				0.10%
Available borrowing capacity				$ 1,210.0
Short-term debt				$ 312.0
Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.125%
Line of Credit [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				1.125%
Line of Credit [Member] | Unsecured Line Of Credit, Maturity Of September 2026 [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 1,600.0		1,000.0
Bridge Facility [Member]
Debt Instrument [Line Items]
Face value			2,200.0
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Outstanding standby letters of credit				$ 104.1
Period of standby letters of credit				1 year
Self Insurance Reserve				$ 96.6
Standby Letters of Credit [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.175%
Maximum [Member] | Delayed Draw Term Loan Expires 2026 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.25%
Maximum [Member] | Delayed Draw Term Loan Expires 2026 [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				1.25%
Maximum [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Commitment fee				0.225%
Maximum [Member] | Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.625%
Maximum [Member] | Line of Credit [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				1.625%
Minimum [Member] | Delayed Draw Term Loan Expires 2026 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.00%
Minimum [Member] | Delayed Draw Term Loan Expires 2026 [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.75%
Minimum [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Commitment fee				0.09%
Minimum [Member] | Line of Credit [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				0.00%
Minimum [Member] | Line of Credit [Member] | SOFR [Member]
Debt Instrument [Line Items]
Applicable margin on borrowing rate				1.00%
Term Loan Due [Member] | Delayed Draw Term Loan Expires 2026 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value				$ 550.0	1,100.0	$ 550.0	1,100.0
Maturity year				2026
Notes [Member] | Delayed Draw Term Loan Expires 2026 [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 1,600.0
Notes [Member] | Investment-Grade Type Covenants Governed [Member]
Debt Instrument [Line Items]
Total long-term debt - face value				$ 2,840.2
Commercial Paper [Member]
Debt Instrument [Line Items]
Total long-term debt - face value	[1]			$ 550.0	$ 0.0		$ 0.0
U.S. Concrete [Member] | Senior Notes Due 2029 [Member]
Debt Instrument [Line Items]
Debt assumed in acquisition		$ 434.5

[1] Borrowings on the bank line of credit and commercial paper 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.

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DEBT (Debt) (Details) - USD ($) $ in Millions		9 Months Ended
		Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Debt Instrument [Line Items]
Total short-term debt		$ 312.0		$ 0.0	$ 0.0
Total long-term debt - face value		3,941.9		3,949.6	3,957.2
Unamortized discounts and debt issuance costs		(67.2)		(69.6)	(70.9)
Total long-term debt - book value		3,874.7		3,880.0	3,886.3
Less current maturities		0.5		5.2	12.2
Total long-term debt - reported value		3,874.2		3,874.8	3,874.1
Estimated fair value of long-term debt		3,620.1		4,418.5	4,442.1
Line of Credit [Member] | Bank Line Of Credit Due 2027 [Member]
Debt Instrument [Line Items]
Total short-term debt	[1]	$ 312.0		0.0	0.0
Maturity year	[1]	2027
Commercial Paper [Member]
Debt Instrument [Line Items]
Total short-term debt	[1]	$ 0.0		0.0	0.0
Maturity year		2027
Line of Credit [Member] | Bank Line Of Credit Due 2027 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value	[1]	$ 0.0		0.0	0.0
Maturity year	[1]	2027
Term Loan Due [Member] | Delayed Draw Term Loan Expires 2026 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value		$ 550.0	$ 550.0	1,100.0	1,100.0
Maturity year		2026
Notes [Member] | 8.85% notes due 2021 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value		$ 0.0		0.0	6.0
Interest rate		8.85%
Maturity year		2021
Notes [Member] | 4.50% notes due 2025 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value		$ 400.0		400.0	400.0
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		$ 400.0		400.0	400.0
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		$ 750.0		750.0	750.0
Interest rate		3.50%
Maturity year		2030
Effective interest rate		3.94%
Notes [Member] | 7.15% notes due 2037 [Member]
Debt Instrument [Line Items]
Total long-term debt - face value		$ 129.2		129.2	129.2
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		$ 700.0		700.0	700.0
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		$ 460.9		460.9	460.9
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		$ 1.8		9.5	11.1
Effective interest rate		0.40%
Commercial Paper [Member]
Debt Instrument [Line Items]
Total long-term debt - face value	[1]	$ 550.0		$ 0.0	$ 0.0
Line of Credit [Member]
Debt Instrument [Line Items]
Total short-term debt		$ 312.0

[1] Borrowings on the bank line of credit and commercial paper 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.

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DEBT (Standby Letters of Credit) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Reclamation/restoration requirements	$ 340.0	$ 321.1	$ 315.2	$ 298.3	$ 286.4	$ 283.2
Standby Letters of Credit [Member]
Line of Credit Facility [Line Items]
Risk management insurance	96.6
Reclamation/restoration requirements	7.5
Total	$ 104.1

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands	1 Months Ended						3 Months Ended	9 Months Ended
	Aug. 31, 2022	Dec. 31, 2020 USD ($)	Dec. 31, 2017	Sep. 30, 2017 item	Mar. 31, 2016 mi	May 31, 2007 entity mi	Dec. 31, 2021 USD ($) item	Sep. 30, 2022 USD ($) defendant item	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Loss Contingencies [Line Items]
Asset retirement obligations		$ 283,200					$ 315,200	$ 340,000	$ 321,100	$ 298,300	$ 286,400
Number of groundwater extraction wells | item				2
Contingency loss								0
Lease liabilities							$ 787,600	$ 768,800		$ 772,600
Vulcan Material [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage	15.00%	15.00%	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					8
Texas Brine and Occidental Chemical Co [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage		20.00%
Occidental Chemical Co [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage		30.00%	50.00%
Texas Brine [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage		55.00%	35.00%
LADWP [Member]
Loss Contingencies [Line Items]
Number of planned new treatment capabilities | item							2
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								$ 104,100

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COMMITMENTS AND CONTINGENCIES (Accrued Environmental Remediation Costs) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Loss Contingencies [Line Items]
Accrued Environmental Remediation Costs	$ 35.5	$ 33.9	$ 36.1
Continuing Operations [Member]
Loss Contingencies [Line Items]
Accrued Environmental Remediation Costs	27.3	23.2	25.4
Retained From Former Chemicals Business [Member]
Loss Contingencies [Line Items]
Accrued Environmental Remediation Costs	$ 8.2	$ 10.7	$ 10.7

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ASSET RETIREMENT OBLIGATIONS (Asset Retirement Obligations Operating Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
ASSET RETIREMENT OBLIGATIONS [Abstract]
Accretion	$ 3.6	$ 3.3	$ 10.7	$ 9.8
Depreciation	2.4	3.0	7.2	8.2
Total	$ 6.0	$ 6.3	$ 17.9	$ 18.0

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ASSET RETIREMENT OBLIGATIONS (Reconciliations of Asset Retirement Obligations) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
ASSET RETIREMENT OBLIGATIONS [Abstract]
Balance at beginning of period	$ 321.1	$ 286.4	$ 315.2	$ 283.2
Liabilities incurred	19.2	10.7	21.5	11.7
Liabilities settled	(2.3)	(5.3)	(5.6)	(10.4)
Accretion expense	3.6	3.3	10.7	9.8
Revisions, net	(1.6)	3.2	(1.8)	4.0
Balance at end of period	$ 340.0	$ 298.3	$ 340.0	$ 298.3

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BENEFIT PLANS (Narrative) (Details) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2021 USD ($) item	Sep. 30, 2022 USD ($) item entity	Sep. 30, 2021 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Number of funded, noncontributory defined benefit pension plans | entity		2
Number of unfunded, nonqualified pension plans | entity		3
Number of defined contribution plans		5
Percent of outstanding defined benefit pension obligation transferred	10.00%
Number of U.S. retirees and beneficiaries which insurance company is required to pay	2,764
Percent of retirees currently in payment status transferred to insurance company	50.00%
Normal retirement age		65 years
Expense recognized related to defined contribution plans | $		$ 49.1	$ 49.9
Annuity Contract [Member]
Defined Benefit Plan Disclosure [Line Items]
Settlement charge | $	$ 12.1
U.S. Concrete [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of defined contribution plans		3

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BENEFIT PLANS (Components of Net Periodic Benefit Cost - Pension Benefits) (Details) - Pension Plans, Defined Benefit [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Components of Net Periodic Benefit Cost
Service cost	$ 1.0	$ 1.2	$ 3.0	$ 3.6
Interest cost	5.3	4.9	15.8	14.6
Expected return on plan assets	(7.5)	(11.4)	(22.6)	(34.1)
Amortization of prior service cost	0.4	0.3	1.1	1.0
Amortization of actuarial loss	1.1	2.2	3.2	6.5
Net periodic benefit cost (credit)	0.3	(2.8)	0.5	(8.4)
Pretax reclassification from AOCI included in net periodic pension benefit cost	$ 1.5	$ 2.5	$ 4.3	$ 7.5

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BENEFIT PLANS (Components of Net Periodic Benefit Cost- Other Postretirement Benefits) (Details) - Other Postretirement Benefit Plans, Defined Benefit [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Components of Net Periodic Benefit Cost
Service cost	$ 0.6	$ 0.3	$ 1.7	$ 0.8
Interest cost	0.3	0.1	0.7	0.3
Amortization of prior service credit	0.0	(0.5)	(0.2)	(1.4)
Amortization of actuarial gain	(0.3)	(0.4)	(1.0)	(1.1)
Net periodic benefit cost (credit)	0.6	(0.5)	1.2	(1.4)
Pretax reclassifications from AOCI included in net periodic postretirement benefit credit	$ (0.3)	$ (0.9)	$ (1.2)	$ (2.5)

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OTHER COMPREHENSIVE INCOME (Accumulated Other Comprehensive Income, Net of Tax) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
OTHER COMPREHENSIVE INCOME [Abstract]
Cash flow hedges	$ (21.4)	$ (22.5)	$ (22.9)
Pension and postretirement plans	(128.0)	(130.2)	(153.6)
Total	$ (149.4)	$ (152.7)	$ (176.5)

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OTHER COMPREHENSIVE INCOME (Changes in Accumulated Other Comprehensive Income, Net of Tax) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance			$ (152.7)
Amounts reclassified from AOCI			3.3
Net current period OCI changes	$ 1.1	$ 1.6	3.3	$ 4.8
AOCI, Ending balance	(149.4)	$ (176.5)	(149.4)	$ (176.5)
Amortization Of Cash Flow Hedge Losses [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance			(22.5)
Amounts reclassified from AOCI			1.1
Net current period OCI changes			1.1
AOCI, Ending balance	(21.4)		(21.4)
Amortization Of Pension And Postretirement Plan Actuarial Loss And Prior Service Cost [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance			(130.2)
Amounts reclassified from AOCI			2.2
Net current period OCI changes			2.2
AOCI, Ending balance	$ (128.0)		$ (128.0)

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OTHER COMPREHENSIVE INCOME (Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ (46.1)	$ (36.8)	$ (120.8)	$ (111.6)
Other nonoperating expense	1.3	3.1	(1.7)	17.3
Benefit from income taxes	82.3	51.7	164.6	169.7
Total	177.1	176.9	456.2	532.9
Reclassification From AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total	1.1	1.6	3.3	4.8
Amortization Of Cash Flow Hedge Losses [Member] | Reclassification From AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	0.5	0.5	1.5	1.5
Benefit from income taxes	(0.1)	(0.1)	(0.4)	(0.4)
Total	0.4	0.4	1.1	1.1
Amortization Of 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	1.0	1.7	3.0	5.0
Benefit from income taxes	(0.3)	(0.5)	(0.8)	(1.3)
Total	$ 0.7	$ 1.2	$ 2.2	$ 3.7

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EQUITY (Narrative) (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2022 item $ / shares shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2021 $ / shares shares
EQUITY [Abstract]
Common stock, par value | $ / shares	$ 1	$ 1	$ 1
Common stock, shares authorized	480,000,000	480,000,000.0	480,000,000.0
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
Stock repurchased during period, shares	0	0	0
Shares remaining under the current authorization repurchase program	8,064,851

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EQUITY (Changes in Total Equity) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
EQUITY [Abstract]
Balance at beginning of period	$ 6,721.1	$ 6,293.1	$ 6,545.0	$ 6,027.3
Net earnings attributable to Vulcan	177.1	176.9	456.2	532.9
Share-based compensation plans, net of shares withheld for taxes	(0.1)	(3.9)	(17.2)	(16.8)
Share-based compensation expense	9.7	7.5	27.9	25.2
Cash dividends on common stock ($0.40/$0.37/$1.20/$1.11 per share, respectively)	(53.2)	(49.1)	(159.5)	(147.3)
Other comprehensive income	1.1	1.6	3.3	4.8
Balance at end of period	6,855.7	6,426.1	6,855.7	6,426.1
Noncontrolling Interest, Balance at beginning of period	23.1	0.0	22.7	0.0
Acquisition of noncontrolling interests	0.0	23.1	0.0	23.1
Earnings (loss) attributable to noncontrolling interest	0.1	(0.1)	0.5	(0.1)
Noncontrolling Interest, Balance at end of period	23.2	23.0	23.2	23.0
Balance at end of period	$ 6,878.9	$ 6,449.1	$ 6,878.9	$ 6,449.1	$ 6,567.7
Cash dividend on common stock, per share	$ 0.40	$ 0.37	$ 1.20	$ 1.11

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SEGMENT REPORTING (Narrative) (Details)	9 Months Ended
	Sep. 30, 2022 segment
SEGMENT REPORTING [Abstract]
Number of operating segments	4
Number of reportable segments	4

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SEGMENT REPORTING (Segment Financial Disclosure) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenues	[1]	$ 2,088.3	$ 1,516.5	$ 5,583.3	$ 3,945.9
Gross profit		492.9	394.1	1,207.8	1,021.7
Depreciation, Depletion, Accretion & Amortization (DDA&A)		151.0	117.5	435.0	321.0
Cash and cash equivalents and restricted cash		146.9	136.4	146.9	136.4	$ 241.5	$ 1,198.0
Total assets		14,615.8	13,688.0	14,615.8	13,688.0	$ 13,682.6
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	2,253.3	1,613.8	6,004.4	4,175.4
Total assets	[2]	14,162.8	13,283.0	14,162.8	13,283.0
Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	(165.0)	(97.3)	(421.1)	(229.5)
Aggregates [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	1,325.5	1,075.1	3,592.4	2,963.2
Aggregates [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	[1],[3]	1,490.5	1,172.4	4,013.5	3,192.7
Gross profit		436.1	372.4	1,081.3	969.8
Depreciation, Depletion, Accretion & Amortization (DDA&A)		113.5	93.3	324.4	258.5
Total assets	[2]	11,713.5	10,940.6	11,713.5	10,940.6
Aggregates [Member] | Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	(165.0)	(97.3)	(421.1)	(229.5)
Asphalt [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	310.2	220.7	752.1	580.4
Asphalt [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	[1],[4]	310.2	220.7	752.1	580.4
Gross profit		29.5	7.1	40.2	17.6
Depreciation, Depletion, Accretion & Amortization (DDA&A)		8.9	9.0	26.0	27.1
Total assets	[2]	671.3	617.8	671.3	617.8
Asphalt [Member] | Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Concrete [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	450.5	219.2	1,233.4	396.8
Concrete [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	450.5	219.2	1,233.4	396.8
Gross profit		26.5	14.3	84.7	32.4
Depreciation, Depletion, Accretion & Amortization (DDA&A)		21.7	8.7	63.5	16.6
Total assets	[2],[5]	1,773.8	1,720.7	1,773.8	1,720.7
Concrete [Member] | Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Calcium [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	2.1	1.5	5.4	5.5
Calcium [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	2.1	1.5	5.4	5.5
Gross profit		0.8	0.3	1.6	1.9
Depreciation, Depletion, Accretion & Amortization (DDA&A)		0.0	0.0	0.1	0.1
Total assets	[2]	4.2	3.9	4.2	3.9
Calcium [Member] | Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	[1]	0.0	0.0	0.0	0.0
Other Segments [Member]
Segment Reporting Information [Line Items]
Depreciation, Depletion, Accretion & Amortization (DDA&A)		6.9	6.5	21.0	18.7
Corporate [Member]
Segment Reporting Information [Line Items]
Total assets		$ 306.1	$ 268.6	$ 306.1	$ 268.6

[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, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market - Arizona, California and New Mexico U.S. Concrete - California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, U.S. Virgin Islands, Washington D.C., and British Columbia (Canada)

[2] Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

[3] 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.

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

[5] Includes assets classified as held for sale (see Note 16)

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SUPPLEMENTAL CASH FLOW INFORMATION (Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows) (Details) - USD ($) $ in Millions		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]
Interest (exclusive of amount capitalized)		$ 96.6	$ 81.5
Income taxes		133.7	122.1
Accrued liabilities for purchases of property, plant & equipment		37.5	27.5
Recognition of new and revised asset retirement obligations	[1]	0.6	15.7
Recognition of new and revised lease obligations for: Operating leases	[1]	35.5	77.8
Recognition of new and revised lease obligations for: Finance leases	[1]	3.5	9.8
Amounts referable to business acquisitions, Operating lease ROU assets		1.7	194.8
Amounts referable to business acquisitions, Finance lease ROU assets		0.0	108.0
Amounts referable to business acquisitions, Other liabilities assumed		43.5	687.6
Amounts referable to business acquisitions, Consideration payable to seller		$ 65.4	$ 0.0

[1] Excludes amounts acquired in business acquisitions

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GOODWILL (Narrative) (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) segment
Goodwill [Line Items]
Goodwill impairment charges	$ 50.9	$ 50.9
Goodwill, accumulated impairment losses	303.6	$ 303.6
Number of reportable segments | segment		4
Former Cement [Member]
Goodwill [Line Items]
Goodwill, accumulated impairment losses	252.7	$ 252.7
Concrete [Member]
Goodwill [Line Items]
Goodwill impairment charges		50.9
Goodwill, accumulated impairment losses	$ 50.9	$ 50.9

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GOODWILL (Changes in Carrying Amount of Goodwill by Reportable Segment) (Details) - USD ($) $ in Millions		3 Months Ended	9 Months Ended
		Sep. 30, 2022	Sep. 30, 2022
Goodwill [Line Items]
Goodwill, Beginning balance			$ 3,696.7
Goodwill of acquired businesses	[1]		58.7
Goodwill impairment		$ (50.9)	(50.9)
Goodwill, Ending balance		3,704.5	3,704.5
Aggregates [Member]
Goodwill [Line Items]
Goodwill, Beginning balance			3,316.6
Goodwill of acquired businesses	[1]		13.3
Goodwill impairment
Goodwill, Ending balance		3,329.9	3,329.9
Asphalt [Member]
Goodwill [Line Items]
Goodwill, Beginning balance			91.6
Goodwill of acquired businesses	[1]
Goodwill impairment
Goodwill, Ending balance		91.6	91.6
Concrete [Member]
Goodwill [Line Items]
Goodwill, Beginning balance			288.5
Goodwill of acquired businesses	[1]		45.4
Goodwill impairment			(50.9)
Goodwill, Ending balance		283.0	283.0
Calcium [Member]
Goodwill [Line Items]
Goodwill, Beginning balance
Goodwill of acquired businesses	[1]
Goodwill impairment
Goodwill, Ending balance

[1] See Note 16 for acquisitions.

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ACQUISITIONS AND DIVESTITURES (Narrative) (Details)			3 Months Ended			9 Months Ended		12 Months Ended
		Aug. 26, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Significant Acquisitions and Disposals [Line Items]
Goodwill	[1]					$ 58,700,000
Gain on sale of property, plant & equipment and businesses			$ 23,800,000	$ 2,900,000		28,400,000	$ 120,300,000
Assets held for sale				$ 0			$ 0	$ 0
Acquisitions 2022 [Member]
Significant Acquisitions and Disposals [Line Items]
Total consideration						593,400,000
Amortizable intangible assets recognized						$ 61,200,000
Estimated weighted-average amortization period of intangible assets						15 years
Intangible assets amortization period, tax purposes						15 years
Goodwill						$ 12,100,000
Goodwill, deductible for income tax purposes			0			0
Acquisitions 2021 [Member]
Significant Acquisitions and Disposals [Line Items]
Amortizable intangible assets recognized								685,500,000
Goodwill								571,200,000
Goodwill, deductible for income tax purposes								106,000,000.0
U.S. Concrete [Member]
Significant Acquisitions and Disposals [Line Items]
Total consideration		$ 1,634,500,000				1,634,500,000
Goodwill						571,200,000
Changes in carrying amount of goodwill						46,600,000
California [Member]
Significant Acquisitions and Disposals [Line Items]
Consideration transferred, net of assets divested					$ 12,900,000
Gain on sale of property, plant & equipment and businesses			$ 23,500,000		$ 114,700,000
California [Member] | Immaterial Business Acquisitions [Member]
Significant Acquisitions and Disposals [Line Items]
Total consideration								$ 4,900,000
Aggregates [Member]
Significant Acquisitions and Disposals [Line Items]
Goodwill	[1]					$ 13,300,000
Aggregates [Member] | California [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						8
Aggregates [Member] | Texas [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						5
Asphalt Mix [Member] | California [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						4
Ready-Mixed Concrete Facilities [Member] | California [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						7
Ready-Mixed Concrete Facilities [Member] | Virginia [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						4
Idle Ready-Mixed Concrete Sites [Member] | Virginia [Member]
Significant Acquisitions and Disposals [Line Items]
Number of facilities acquired | item						2
Amortizable Intangible Asset Straight-Line Method [Member] | Acquisitions 2021 [Member]
Significant Acquisitions and Disposals [Line Items]
Estimated weighted-average amortization period of intangible assets						15 years

[1] See Note 16 for acquisitions.

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ACQUISITIONS AND DIVESTITURES (Schedule of Business Acquisitions) (Details) - USD ($) $ in Millions			9 Months Ended
		Aug. 26, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Significant Acquisitions And Disposals [Line Items]
Noncontrolling interest			$ (23.2)	$ (23.0)	$ (23.1)	$ (22.7)	$ (0.0)	$ (0.0)
Goodwill	[1]		58.7
Cash			528.0	$ 1,634.5
Acquisitions 2022 [Member]
Significant Acquisitions And Disposals [Line Items]
Cash			528.0
Payable to seller			65.4
Total fair value of purchase consideration			593.4
Accounts and notes receivable, net			28.5
Inventories			15.3
Other current assets			0.3
Property, plant & equipment			517.0
Intangible assets, Contractual rights in place			61.2
Deferred income taxes, net			(12.1)
Other liabilities assumed			(28.9)
Net identifiable assets acquired			581.3
Goodwill			12.1
U.S. Concrete [Member]
Significant Acquisitions And Disposals [Line Items]
Cash	[2]		1,634.5
Total fair value of purchase consideration		$ 1,634.5	1,634.5
Accounts and notes receivable, net			235.6
Inventories			80.6
Other current assets			8.7
Property, plant & equipment			1,086.2
Operating lease right-of-use assets			217.6
Other noncurrent assets			5.3
Deferred income taxes, net			(241.4)
Debt assumed			(443.7)
Other liabilities assumed			(546.2)
Noncontrolling interest			(22.3)
Net identifiable assets acquired			1,063.3
Goodwill			571.2
Cash		1,268.5
Obligations paid on acquisition date		384.4
Cash acquired		$ 18.4
U.S. Concrete [Member] | Contractual Rights In Place [Member]
Significant Acquisitions And Disposals [Line Items]
Intangible assets			622.6
U.S. Concrete [Member] | Other Intangibles [Member]
Significant Acquisitions And Disposals [Line Items]
Intangible assets			$ 60.3

[1] See Note 16 for acquisitions.

[2] Includes $1,268.5 million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384.4 million of U.S. Concrete obligations paid on the acquisition date, less $18.4 million of cash acquired

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ACQUISITIONS AND DIVESTITURES (Supplemental Pro Forma Results) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Significant Acquisitions And Disposals [Line Items]
Supplemental Pro Forma Results, Total revenues	$ 1,731.9	$ 4,755.1
Vulcan [Member]
Significant Acquisitions And Disposals [Line Items]
Supplemental Pro Forma Results, Net earnings attributable to Vulcan	$ 225.5	$ 543.7

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ACQUISITIONS AND DIVESTITURES (Classification of Assets and Liabilities Held for Sale) (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total assets held for sale		$ 0	$ 0
Concrete Operations New York, New Jersey And Pennsylvania [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Inventory	$ 6,100,000	0.0	0.0
Land and land improvements, net	21,700,000	0.0	0.0
Buildings, machinery and equipment, net	81,300,000	0.0	0.0
Operating leases, net	115,000,000.0	0.0	0.0
Finance leases, net	17,200,000	0.0	0.0
Intangible contractual rights in place	66,700,000	0.0	0.0
Less: reserve for assets held for sale	(16,900,000)	(0.0)	(0.0)
Total assets held for sale	291,100,000	0.0	0.0
Current operating lease liabilities	(5,600,000)	(0.0)	(0.0)
Current finance lease liabilities	(4,600,000)	(0.0)	(0.0)
Noncurrent operating lease liabilities	(93,400,000)	(0.0)	(0.0)
Noncurrent finance lease liabilities	(7,500,000)	(0.0)	(0.0)
Total liabilities held for sale	$ (111,100,000)	$ (0.0)	$ (0.0)