vmc-20220930x10q

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



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.

‎

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.

‎

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

‎ Class

Shares outstanding‎ at October 24, 2022

Common Stock, $1 Par Value

132,906,866

Shares outstanding
‎ at October 24, 2022