Vulcan Materials VMC · USD

SEGMENT REPORTINGOur operating segments are based on our internal management reporting structure. Our chief operating decision maker, the Chief Executive Officer, evaluates our operating results through reportable segment gross profit. This financial metric is used to review operating trends, perform analytical comparisons between periods and monitor budget-to-actual variances on a monthly basis in order to assess performance and allocate resources. We have three operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt and Concrete.The Aggregates segment produces and sells aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services. During 2025, the Aggregates segment principally served markets in twenty-three states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; and previously Puerto Cortés, Honduras and Quintana Roo, Mexico (see Note 12, NAFTA Arbitration) with a full line of aggregates. Aggregates are used primarily in the construction and maintenance of highways, streets and other public works and in the construction of housing and commercial, industrial and other nonresidential facilities. Customers are served by truck, rail and water distribution networks from our production facilities and sales yards. Due to the high weight-to-price ratio of aggregates, markets generally are local in nature. Quarries located on waterways and rail lines allow us to serve remote markets where local aggregates reserves may not be available. The Asphalt segment produces and sells asphalt mix in six states (Alabama, Arizona, California, New Mexico, Tennessee and Texas) and provides asphalt construction paving services in two states (Alabama and Tennessee).The Concrete segment produces and sells ready-mixed concrete in three states (California, Maryland and Virginia) in addition to the U.S. Virgin Islands and Washington D.C. In the fourth quarter of 2025, we entered into an agreement to divest our concrete business in California (see Note 19, Divestitures and Pending Divestitures).Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. Our Asphalt and Concrete segments are primarily supplied with their aggregates requirements from our Aggregates segment.

REVENUESTotal 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 as follows: 2025 — $313.7 million (4.0% of total revenues), 2024 — $275.7 million (3.7% of total revenues) and 2023 — $239.6 million (3.1% of total revenues).Our segment total revenues by geographic market for the years ended December 31, 2025, 2024 and 2023 are disaggregated as follows:For the Year Ended December 31, 2025in millionsAggregates AsphaltConcreteTotal East revenues$1,916.1 $210.6 $326.0 $2,452.7 Gulf Coast revenues3,379.8 299.4 8.5 3,687.7 West revenues1,001.3 784.4 512.1 2,297.8 Segment sales$6,297.2 $1,294.4 $846.6 $8,438.2 Intersegment sales(497.1)0.0 0.0 (497.1)Total revenues 1$5,800.1 $1,294.4 $846.6 $7,941.1 For the Year Ended December 31, 2024in millionsAggregates AsphaltConcreteTotal East revenues$1,758.6 $200.0 $338.3 $2,296.9 Gulf Coast revenues3,242.9 277.4 8.8 3,529.1 West revenues948.1 768.2 306.4 2,022.7 Segment sales$5,949.6 $1,245.6 $653.5 $7,848.7 Intersegment sales(431.0)0.0 0.0 (431.0)Total revenues 1$5,518.6 $1,245.6 $653.5 $7,417.7 For the Year Ended December 31, 2023in millionsAggregates AsphaltConcreteTotal East revenues$1,665.2 $201.4 $363.0 $2,229.6 Gulf Coast revenues3,333.8 231.6 539.8 4,105.2 West revenues919.9 707.7 346.5 1,974.1 Segment sales$5,918.9 $1,140.7 $1,249.3 $8,308.9 Intersegment sales(527.0)0.0 0.0 (527.0)Total revenues 1$5,391.9 $1,140.7 $1,249.3 $7,781.9 1.The geographic markets are defined by states/countries as follows:East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Texas, U.S.

COMMITMENTS AND CONTINGENCIESWe have commitments in the form of unconditional purchase obligations as of December 31, 2025. These include commitments for the purchase of property, plant & equipment of $30.7 million and commitments for noncapital purchases of $138.2 million. These commitments are due as follows:in millionsUnconditionalPurchase ObligationsProperty, Plant & Equipment2026$30.7 Thereafter0.0 Total$30.7 Noncapital (primarily transportation and electricity contracts)2026$40.2 2027–202862.2 2029–203030.8 Thereafter5.0 Total$138.2 Expenditures for noncapital purchases totaled $88.8 million, $117.6 million and $120.8 million in 2025, 2024 and 2023, respectively.We have commitments in the form of minimum royalties under mineral leases as of December 31, 2025 in the amount of $260.1 million, due as follows:in millionsMineralLeasesMinimum Royalties2026$29.6 2027–202850.1 2029–203031.4 Thereafter149.0 Total$260.1 Expenditures for royalties under mineral leases totaled $128.6 million, $118.6 million and $113.6 million in 2025, 2024 and 2023, respectively.Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note 2. 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 described in Note 1 under the caption "Claims and Litigation Including Self-Insurance", our net liabilities for our self-insurance program totaled $137.5 million as of December 31, 2025.As summarized by purpose in Note 6, our standby letters of credit totaled $28.3 million as of December 31, 2025.As outlined in Note 7, our present value of future minimum lease payments totaled $577.9 million as of December 31, 2025.As described in Note 9, our liability for unrecognized tax benefits is $25.9 million as of December 31, 2025.As described in Note 17, our asset retirement obligations totaled $456.5 million as of December 31, 2025.Litigation and Environmental MattersWe 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.

DEBTDebt at December 31 is detailed as follows:in millionsEffectiveInterest Rates20252024Bank line of credit expires 2029 1$0.0 $0.0 Commercial paper expires 2029 10.0 0.0 Total short-term debt$0.0 $0.0 Commercial paper expires 2029 1$0.0 $550.0 4.50% notes due 20250.0 400.0 3.90% notes due 20274.00%400.0 400.0 4.95% notes due 20295.17%500.0 500.0 3.50% notes due 20303.94%750.0 750.0 5.35% notes due 20345.48%750.0 750.0 7.15% notes due 20378.05%129.2 129.2 4.50% notes due 20474.59%700.0 700.0 4.70% notes due 20485.42%460.9 460.9 5.70% notes due 20545.82%750.0 750.0 Other notes0.5 1.0 Total long-term debt - face value$4,440.6 $5,391.1 Unamortized discounts and debt issuance costs(78.5)(83.7)Total long-term debt - book value$4,362.1 $5,307.4 Current maturities(0.4)(400.5)Total long-term debt - reported value$4,361.7 $4,906.9 Estimated fair value of long-term debt$4,333.3 $4,762.6 1.Borrowings on the bank line of credit and commercial paper are classified 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 $5.2 million and $11.4 million of net interest expense for these items for 2025 and 2024, respectively.Line of Credit and Commercial Paper ProgramOur $1,600.0 million unsecured commercial paper program was established in August 2022 and matures in November 2029. Our commercial paper is fully back-stopped by our unsecured line of credit and contains covenants customary for an unsecured investment-grade facility. As of December 31, 2025, we were in compliance with the commercial paper covenants. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors. As of December 31, 2025, there were no outstanding commercial paper borrowings.Our $1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029. Our line of credit contains covenants customary for an unsecured investment-grade facility. As of December 31, 2025, we were in compliance with the line of credit covenants. Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin or Truist Bank’s base rate plus a margin. The margins are determined by our credit ratings.

INCOME TAXESThe components of earnings from continuing operations before income taxes are as follows: in millions202520242023Earnings from Continuing Operations before Income TaxesDomestic$1,409.0 $1,196.1 $1,251.0 Foreign(18.9)(24.0)(5.9)Total$1,390.1 $1,172.1 $1,245.1 Income tax expense (benefit) from continuing operations consists of the following:in millions202520242023Income Tax Expense (Benefit) from Continuing OperationsCurrentFederal$209.8 $204.7 $274.8 State and local66.7 51.8 64.0 Foreign5.1 4.8 4.8 Total$281.6 $261.3 $343.6 DeferredFederal$32.6 $13.6 $(44.1)State and local0.7 (20.5)(4.2)Foreign(7.4)(3.0)4.1 Total$25.9 $(9.9)$(44.2)Total expense$307.5 $251.4 $299.4 Income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate to earnings from continuing operations before income taxes. The sources and tax effects of the differences are as follows:dollars in millions202520242023Income tax expense / Federal statutory tax rate$291.9 21.0%$246.1 21.0%$261.5 21.0%Expense (Benefit) from Income Tax DifferencesState & local income taxes, net of federal Income tax effect 1$54.4 3.9%24.7 2.1%49.0 3.9%Foreign tax effects (1.1)(0.1%)6.3 0.5%9.2 0.7%Effect of cross-border tax laws0.3 0.0%1.0 0.1%1.2 0.1%Tax credits(3.6)(0.3%)(4.2)(0.4%)(1.9)(0.2%)Nontaxable or nondeductible itemsTax benefit of depletion(43.1)(3.1%)(39.9)(3.4%)(38.9)(3.1%)Impairment0.1 0.0%16.2 1.4%16.2 1.3%Other10.9 0.8%3.8 0.3%5.5 0.5%Changes in unrecognized tax benefits(2.3)(0.1%)(2.5)(0.2%)(2.7)(0.2%)Other adjustments0.0 0.0%(0.1)0.0%0.3 0.0%Total income tax expense / Effective tax rate$307.5 22.1%$251.4 21.4%$299.4 24.0%1.The following states comprised the majority (greater than 50%) of the tax effect in this category for the years ending December 31: •2025: California, Georgia and Virginia•2024: California, Georgia and Virginia•2023: California and GeorgiaIncome taxes paid (net of refunds received) consists of the following:in millions202520242023Income taxes paid (net of refunds received)Federal taxes paid$226.7 $208.3 $235.8 State taxes paidCalifornia22.2 17.8 15.9 All other states40.2 46.7 38.9 Foreign taxes paid1.6 7.0 1.1 Total$290.7 $279.8 $291.7 Deferred taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.

LEASESOur 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 reflected on our December 31 balance sheets (which exclude assets and liabilities classified as held for sale as detailed in Note 19) and the weighted-average lease terms and discount rates are as follows:dollars in millionsClassification on the Balance Sheet20252024AssetsOperating lease ROU assets$674.2 $673.2 Accumulated amortization(152.7)(146.8)Operating leases, netOperating lease right-of-use assets, net521.5 526.4 Finance lease ROU assets35.3 54.7 Accumulated depreciation(18.6)(24.3)Finance leases, netProperty, plant & equipment, net16.7 30.4 Total lease assets$538.2 $556.8 LiabilitiesCurrentOperatingOther current liabilities$44.5 $49.3 FinanceOther current liabilities5.8 10.7 NoncurrentOperating Noncurrent operating lease liabilities522.6 521.4 FinanceOther noncurrent liabilities5.0 9.7 Total lease liabilities$577.9 $591.1 Lease Term and Discount RateWeighted-average remaining lease term (years)Operating leases18.918.9Finance leases2.42.2Weighted-average discount rateOperating leases4.8%4.5%Finance leases4.0%3.2%Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options. In addition to the lease assets and liabilities presented in the table above, we entered into an agreement to lease a terminal in California and expect to have all permits in place associated with all lease commencement options by the second half of 2026.Our building leases have remaining noncancelable periods of 0 - 19 years and lease terms (including options to extend) of 0 - 25 years. Key factors in determining the certainty of lease renewals include the location of the building, the value of leasehold improvements and the cost to relocate. Rental payments for certain of our building leases are periodically adjusted for inflation, and this variable component is recognized as expense when incurred. Many of our building leases contain common area maintenance charges which we include in the calculation of our lease liability (the lease consideration is not allocated between the lease and non-lease components).

ACQUISITIONS AND DIVESTITURESBusiness Acquisitions2025 BUSINESS ACQUISITIONS — During 2025, we completed no business acquisitions.2024 BUSINESS ACQUISITIONS — During 2024, we acquired the following operations for total consideration of $2,310.6 million ($2,279.7 million cash and $31.0 million noncash):•Alabama — aggregates, asphalt mix and construction paving operations•California — aggregates, asphalt and ready-mixed concrete operations•North Carolina — aggregates operations•South Carolina — aggregates operations•Texas — asphalt mix and construction paving operationsWhile none of these acquisitions were individually material, our fourth quarter acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P. (Superior) were collectively material. The amounts of total revenues and net earnings attributable to Vulcan from the Wake Stone and Superior acquisitions are included in our Consolidated Statement of Comprehensive Income for the year ended December 31, 2024 as follows:in millions2024Actual ResultsTotal revenues$13.3 Net loss attributable to Vulcan(10.5)The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan, Wake Stone and Superior as if they were combined as of January 1, 2023. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of these acquisitions. Consistent with the assumed acquisition date of January 1, 2023, the pro forma information excludes transactions between Vulcan, Wake Stone and Superior. The following pro forma information also includes: 1) charges directly attributable to the acquisitions, including acquisition related expenses; 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; 4) interest expense reflecting the new debt structure; and 5) tax effects of the business combination:in millions20242023Supplemental Pro Forma ResultsTotal revenues$7,810.2 $8,188.9 Net earnings attributable to Vulcan818.2 835.9 The unaudited pro forma results above may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of 2023, nor does it intend to be a projection of future results.

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the Board). The Board, Audit Committee, senior management and our Risk Management Committee (a task force led by senior corporate officers that draws on the subject matter expertise of senior managers from various functional departments and from line operations management) devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Key enterprise-level cybersecurity risks are incorporated into the Risk Management Committee’s framework and are assessed throughout the year. In addition, our information technology general controls are assessed on an annual basis. Furthermore, we have a set of Company-wide policies and procedures concerning cybersecurity matters, which include an IT Security Policy and Cyber Incident Response Plan, as well as other policies that directly or indirectly relate to cybersecurity, non-public information and the use of the internet, social media, email, and wireless devices. These policies go through an internal review process and are approved by appropriate members of management.Our Chief Information Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board. Our Chief Information Officer has served in this role since April 2022 and has over 30 years of experience in Information Technology. He earned a bachelor’s degree in Computer Science and a master’s degree in Information Technology. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed. All employees with computer access are asked to complete cybersecurity training at least once per year and have access to more frequent cybersecurity training through an online training platform.