9 8 /& $ 1 0 $7( 5 ,$ /6 & 2 0 3$ 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

?

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 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 Common Stock, $1 par value

Trading Symbol VMC

Name of each exchange on which registered

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 ? 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 ? 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 ?

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 ?

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class Common Stock, $1 Par Value

Shares outstanding at July 25, 2022 132,900,968

9

VULCAN MATERIALS COMPANY

FORM 10-Q QUARTER ENDED JUNE 30, 2022

CONTENTS

PART I PART II

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

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.

Mine Safety Disclosures

Item 6.

Exhibits

Page

2 3 4 5

28

50 50

51 51 51 52 52

Signatures

53

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

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited in millions

Assets Cash and cash equivalents Restricted cash Accounts and notes receivable

Accounts and notes receivable, gross Allowance for credit losses Accounts and notes receivable, net Inventories Finished products Raw materials Products in process Operating supplies and other Inventories Other current assets Total current assets Investments and long-term receivables Property, plant & equipment Property, plant & equipment, cost Allowances for depreciation, depletion & amortization Property, plant & equipment, net Operating lease right-of-use assets, net Goodwill Other intangible assets, net Other noncurrent assets Total assets Liabilities Current maturities of long-term debt Short-term debt Trade payables and accruals Other current liabilities Total current liabilities Long-term debt Deferred income taxes, net Deferred revenue Noncurrent operating lease liabilities Other noncurrent liabilities Total liabilities

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 Capital in excess of par value Retained earnings Accumulated other comprehensive loss Total shareholders' equity Noncontrolling interest Total equity Total liabilities and equity

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

2

ITEM 1 FINANCIAL STATEMENTS

June 30 2022

$ 120.7 3.0

1,121.6 (10.0)

1,111.6

405.2 63.5 4.8 50.7

524.2 140.0 1,899.5

33.1

10,831.1 (5,087.9) 5,743.2

692.6 3,742.4 1,776.0

294.7 $ 14,181.5

0.5 176.0 441.0 411.8 1,029.3 3,873.7 1,036.1 163.9 645.1 689.2 $ 7,437.3

December 31 2021

$ 235.0 6.5

849.0 (10.3) 838.7

418.0 59.9 4.2 39.2

521.3 95.1

1,696.6 34.1

10,444.4 (4,897.6) 5,546.8

691.4 3,696.7 1,749.0

268.0 $ 13,682.6

5.2 0.0 365.5 398.6 769.3 3,874.8 1,005.9 167.1 642.5 655.3 $ 7,114.9

June 30 2021

$ 857.6 110.8

689.6 (2.7)

686.9

373.7 37.9 5.1 33.9

450.6 94.5

2,200.4 34.3

9,094.7 (4,729.5) 4,365.2

464.8 3,172.1 1,103.1

231.1 $ 11,571.0

15.4 0.0

300.1 283.7 599.2 2,769.9 748.3 170.2 443.1 547.2 $ 5,277.9

132.9 2,817.3 3,921.4 (150.5)

6,721.1 23.1

$ 6,744.2 $ 14,181.5

132.7 2,816.5 3,748.5 (152.7)

6,545.0 22.7

$ 6,567.7 $ 13,682.6

132.7 2,806.7 3,531.8 (178.1)

6,293.1 0.0

$ 6,293.1 $ 11,571.0

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited in millions, except per share data Total revenues Cost of revenues

Gross profit Selling, administrative and general expenses Gain on sale of property, plant & equipment

and businesses Other operating expense, net

Operating earnings Other nonoperating income (expense), net Interest expense, net

Earnings from continuing operations before income taxes

Income tax expense

Earnings from continuing operations Loss on discontinued operations, net of tax

Net earnings (Earnings) loss attributable to noncontrolling interest

Net earnings attributable to Vulcan

Three Months Ended June 30

2022

2021

$ 1,954.3 1,508.1

$ 1,361.0 962.6

446.2

398.4

134.4

100.7

2.0 (6.2)

307.6 (4.7) 38.7

0.2 (10.4)

287.5 8.3

41.7

264.2 63.7

200.5 (13.1)

187.4 (0.1)

$ 187.3

254.1 57.3

196.8 (1.5)

195.3 0.0

$ 195.3

Other comprehensive income (loss), net of tax Amortization of prior cash flow hedge loss Amortization of actuarial loss and prior service cost for benefit plans

Other comprehensive income

Comprehensive income Comprehensive (earnings) loss attributable to

noncontrolling interest

Comprehensive income attributable to Vulcan

0.4

0.7 1.1 188.5

(0.1) $ 188.4

0.4

1.2 1.6 196.9

0.0 $ 196.9

Basic earnings (loss) per share attributable to Vulcan Continuing operations Discontinued operations Net earnings

$

1.51

(0.10)

$

1.41

$

1.48

(0.01)

$

1.47

Diluted earnings (loss) per share attributable to Vulcan Continuing operations Discontinued operations Net earnings

$

1.50

(0.10)

$

1.40

$

1.47

(0.01)

$

1.46

Weighted-average common shares outstanding Basic Assuming dilution

133.0 133.5

132.8 133.5

Effective tax rate from continuing operations

24.1%

22.5%

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

3

Six Months Ended June 30

2022

2021

$ 3,495.0 2,780.1

$ 2,429.4 1,801.8

714.9

627.6

253.4

189.3

4.6 (11.6)

454.5 (3.0) 74.7

117.4 (18.7)

537.0 14.2 74.8

376.8 82.4

294.4 (14.9)

279.5 (0.4)

$ 279.1

476.4 118.0 358.4

(2.4)

356.0 0.0

$ 356.0

0.7

1.5 2.2 281.7

(0.4) $ 281.3

0.7

2.5 3.2 359.2

0.0 $ 359.2

$

2.21

(0.11)

$

2.10

$

2.70

(0.02)

$

2.68

$

2.20

(0.11)

$

2.09

$

2.69

(0.02)

$

2.67

133.0 133.6

21.9%

132.8 133.5

24.8%

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited in millions

Operating Activities Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities

Depreciation, depletion, accretion and amortization Noncash operating lease expense Net gain on sale of property, plant & equipment and businesses Contributions to pension plans Share-based compensation expense Deferred tax expense Changes in assets and liabilities before initial

effects of business acquisitions and dispositions Other, net Net cash provided by operating activities

Investing Activities Purchases of property, plant & equipment Proceeds from sale of property, plant & equipment Payment for businesses acquired, net of acquired cash Other, net Net cash used for investing activities

Financing Activities Proceeds from short-term debt Payment of short-term debt Payment of current maturities and long-term debt Debt issuance and exchange costs Payment of finance leases Dividends paid Share-based compensation, shares withheld for taxes Other, net Net cash provided by (used for) financing activities

Net decrease in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash at beginning of year Cash and cash equivalents and restricted cash at end of period

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

4

Six Months Ended June 30

2022

2021

$ 279.5

284.0 31.3 (4.6) (3.9) 18.2 6.6

(289.2) 3.6

$ 325.5

$ 356.0

203.5 20.9

(117.4) (4.1) 17.7 41.1

(135.0) 15.2

$ 397.9

(290.6) 10.2

(188.1) (0.2)

$ (468.7)

(192.2) 190.7

0.0 0.0

$

(1.5)

559.8 (383.8)

(7.6) (0.7) (18.8) (106.3) (17.2) 0.0

$

25.4

(117.8) 241.5

$ 123.7

0.0 0.0 (500.0) (13.3) (1.3) (98.2) (12.8) (0.4)

$ (626.0)

(229.6) 1,198.0

$ 968.4

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