Vulcan Materials VMC

Vulcan Materials reports $2.18B revenue

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $2.18 billion for the three months ended Sep 30, 2026
  2. Net income: $362.3 million for the three months ended Sep 30, 2026
  3. Diluted EPS: $2.80 for the three months ended Sep 30, 2026
  4. Cash and equivalents: $106.6 million at Sep 30, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

12 changes since the June 2026 10-Q

Compared with the 10-Q 0001628280-26-050486, filed Jul 29, 2026.

  1. New Legal proceedings

    New legal mention

    In October 2026, our Dutch subsidiaries, Vulcan International, B.V. and VGCM, B.V., on their own and on behalf of our Mexican subsidiaries, Calica and Rancho Piedra Caliza, S.A. de C.V., filed a Request for Arbitration…

    From the filings

    Now

    In October 2026, our Dutch subsidiaries, Vulcan International, B.V. and VGCM, B.V., on their own and on behalf of our Mexican subsidiaries, Calica and Rancho Piedra Caliza, S.A. de C.V., filed a Request for Arbitration against Mexico pursuant to Article 8 of the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and Mexico and the ICSID Convention.
  2. Changed Financial statements

    Cash down 45% from Jun 30

    $107M, was $194M.

    From the filings

    Before

    $194M

    Now

    $107M
  3. Changed Financial statements

    EPS up 13% from Jun 30

    $2.80, was $2.48.

    From the filings

    Before

    $2.48

    Now

    $2.80
  4. Changed Financial statements

    Net income up 12% from Jun 30

    $363M, was $324M.

    From the filings

    Before

    $324M

    Now

    $363M
  5. New MD&A

    Our third quarter results reflect disciplined operational execution across our entire organization.

    New paragraph in MD&A.

    From the filings

    Now

    Our third quarter results reflect disciplined operational execution across our entire organization. Our teams stayed focused on our core priorities, driving operational efficiencies, protecting margins, and delivering dependable value to our customers in a dynamic environment marked by energy inflation. Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Segment gross profit was $593.4 million ($9.46 per ton), and cash gross profit was $749.5 million ($11.95 per ton).
  6. New MD&A

    We continue to actively expand our reach through strategic, disciplined acquisitions that reinforce our…

    New paragraph in MD&A.

    From the filings

    Now

    We continue to actively expand our reach through strategic, disciplined acquisitions that reinforce our position in attractive, long-term growth markets. During the third quarter, we completed two bolt-on acquisitions that align with our aggregates-led strategy and enhance our position in Tennessee and expand our reach into southern Ohio. These targeted aggregates-led investments, combined with our core operational momentum, position us well for continued earnings growth and value creation for shareholders.
  7. New MD&A

    Our results through the first nine months of this year highlight the durability of our business.

    New paragraph in MD&A.

    From the filings

    Now

    Our results through the first nine months of this year highlight the durability of our business. Despite significant energy headwinds, we have preserved our Adjusted EBITDA margin and expanded unit profitability in aggregates. We have taken proactive pricing and cost actions to mitigate the elevated energy inflation that has continued into the fourth quarter. Backed by our operational and commercial discipline, we expect to deliver approximately $2.4 billion in Adjusted EBITDA for the full year.
  8. New MD&A

    As we look to 2027, our execution and ongoing portfolio expansion set the stage for another year of earnings…

    New paragraph in MD&A.

    From the filings

    Now

    As we look to 2027, our execution and ongoing portfolio expansion set the stage for another year of earnings growth. We anticipate a continuation of the current demand environment next year and expect to continue expanding aggregates cash gross profit per ton with mid- to high- single digit pricing gains through execution of the Vulcan Way of Selling and cost benefits from the Vulcan Way of Operating.
  9. New MD&A

    We have the right aggregates-led strategy and the operational rigor to navigate dynamic market conditions.

    New paragraph in MD&A.

    From the filings

    Now

    We have the right aggregates-led strategy and the operational rigor to navigate dynamic market conditions. By maintaining disciplined capital deployment, integrating high-quality assets into our network, and executing on the fundamentals we control, we will continue to generate strong cash flow and compound superior value for our shareholders.
  10. Changed MD&A

    Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton…

    Adds "Commercial"; drops "Continued pricing discipline".

    From the filings

    Before

    Continued pricing discipline and operational execution drove earnings growth despite energy headwinds and challenging weather-related operating conditions throughout the second quarter. Second quarter Aggregates segment gross profit increased 1% to $567.3 million ($9.47 on a per ton basis), and cash gross profit improved to $720.1 million ($12.02 on a per ton basis).

    Now

    Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Third quarter Aggregates segment gross profit decreased 3% to $593.4 million ($9.46 on a per ton basis), and cash gross profit decreased to $749.5 million ($11.95 on a per ton basis).
  11. New MD&A

    As compared to the prior year, third quarter aggregates shipments decreased 3%.

    New paragraph in MD&A.

    From the filings

    Now

    As compared to the prior year, third quarter aggregates shipments decreased 3%. Shipments in the prior year s third quarter benefited from favorable weather across the Company s footprint following a slow start to the construction season due to severe winter weather and rainfall throughout the first half of the year.
  12. Changed MD&A

    Overall, non-aggregates segments gross profit was $72.2 million, a 15% decrease compared to the prior year s…

    Adds "$72.2"; drops "$58.2".

    From the filings

    Before

    Overall, non-aggregates segments gross profit was $58.2 million, an 11% decrease compared to the prior year s second quarter. The decrease was partially due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

    Now

    Overall, non-aggregates segments gross profit was $72.2 million, a 15% decrease compared to the prior year s third quarter.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 5 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

22 unchanged paragraphs

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No

1 unchanged paragraph

Shares Outstanding at July 21, 2026

Shares Outstanding at October 20, 2026

2 unchanged paragraphs

Quarter Ended June September 30, 2026

1 unchanged paragraph

Financial statements 132 changes

2 unchanged paragraphs

Cash and cash equivalents $ 194.2 $ 183.3 $ 347.4

Restricted cash 94.5 6.1 3.6

Inventories 688.7 680.5 725.5

Other current assets 86.3 101.8 88.1

Other noncurrent assets 189.4 158.8 152.0

Deferred revenue 127.0 130.6 134.3

Noncurrent operating lease liabilities 521.2 522.6 536.1

Other noncurrent liabilities 819.1 822.2 849.9

Unaudited September 30

Cash and cash equivalents $ 106.6 $ 183.3 $ 191.3

Restricted cash 65.8 6.1 3.9

Accounts and notes receivable, net 1,100.3 1,112.7 887.7 1,078.9 1,184.8

Inventories 682.5 680.5 687.1

Other current assets 111.1 101.8 104.0

Assets held for sale 0.0 708.5 0.0 97.3

Total current assets 2,164.0 2,078.7 2,567.9 2,243.5 2,268.4

Investments and long-term receivables 174.0 175.7 33.7 32.9 33.6

Property, plant & equipment, net 8,171.8 8,404.4 8,148.6 8,336.8 8,352.7

Operating lease right-of-use assets, net 523.4 589.0 521.5 546.1 522.0

Goodwill 3,780.9 3,781.2 3,780.9 3,831.8 3,839.5

Other intangible assets, net 1,438.5 1,459.8 1,489.0 1,831.6 1,796.0

Other noncurrent assets 214.8 158.8 166.3

Total assets $ 16,442.0 16,703.6 $ 16,700.4 $ 16,974.7 16,978.5

Current maturities of long-term debt $ 400.0 $ 0.4 $ 0.5 0.4

Short-term debt 315.0 0.0 0.0 550.0

Trade payables and accruals 382.3 245.3 438.5 383.5 422.6

Other current liabilities 449.0 495.0 487.9 407.9 556.2

Liabilities held for sale 0.0 29.3 0.0 37.6

Total current liabilities 1,231.3 1,455.3 956.1 1,341.9 1,016.8

Long-term debt 3,964.3 3,965.6 4,361.7 4,359.2 4,360.4

Deferred income taxes, net 1,290.5 1,292.3 1,358.3 1,323.6 1,391.9

Deferred revenue 124.9 130.6 132.3

Noncurrent operating lease liabilities 582.1 522.6 506.2

Other noncurrent liabilities 852.2 822.2 813.8

Total liabilities $ 7,953.4 8,272.4 $ 8,151.5 $ 8,545.0 8,221.4

2 unchanged paragraphs

Accumulated other comprehensive loss ( 122.7 ) ( 125.6 ) ( 124.5 )

Noncontrolling interest 23.9 23.8 22.8

Outstanding 129.4 128.2 , 130.6 and 132.0 shares, respectively

Capital in excess of par value 2,916.1 2,914.6 2,930.0 2,904.5 2,920.2

Retained earnings 5,541.9 5,485.1 5,590.1 5,494.9 5,805.1

Accumulated other comprehensive loss ( 121.3 ) ( 125.6 ) ( 123.1 )

Total shareholders' equity 8,464.7 8,406.6 8,525.1 8,406.9 8,734.2

Noncontrolling interest 24.6 23.8 22.9

Total equity $ 8,488.6 8,431.2 $ 8,548.9 $ 8,429.7 8,757.1

Total liabilities and equity $ 16,442.0 16,703.6 $ 16,700.4 $ 16,974.7 16,978.5

5 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Total revenues $ 2,155.8 $ 2,102.4 $ 3,911.7 $ 3,737.0

Cost of revenues ( 1,530.3 ) ( 1,477.2 ) ( 2,863.5 ) ( 2,746.5 )

Gross profit 625.5 625.2 1,048.2 990.5

Selling, administrative and general expenses ( 141.3 ) ( 144.5 ) ( 277.1 ) ( 282.7 )

Other operating expense, net ( 17.4 ) ( 10.9 ) ( 38.6 ) ( 19.0 )

Operating earnings 455.5 471.0 720.9 697.4

Total revenues $ 2,184.6 $ 2,291.5 $ 6,096.3 $ 6,028.5

Cost of revenues ( 1,519.0 ) ( 1,594.3 ) ( 4,382.5 ) ( 4,340.8 )

Gross profit 665.6 697.2 1,713.8 1,687.7

Selling, administrative and general expenses ( 137.0 ) ( 145.3 ) ( 414.1 ) ( 428.0 )

Gain (loss) on sale of property, plant & equipment and businesses ( 11.3 ) 1.2 0.2 0.6 ( 11.6 11.4 ) 8.6 9.2

Other operating expense, net ( 4.2 ) ( 9.3 ) ( 42.8 ) ( 28.2 )

Operating earnings 524.6 543.2 1,245.5 1,240.7

1 unchanged paragraph

Interest expense, net ( 54.7 ) ( 59.2 ) ( 108.6 ) ( 118.9 )

Interest expense, net ( 51.4 ) ( 55.3 ) ( 160.0 ) ( 174.2 )

1 unchanged paragraph

Income tax expense ( 81.4 ) ( 91.3 ) ( 127.2 ) ( 125.0 )

Earnings from continuing operations 323.1 322.9 490.2 453.3

Net earnings 324.3 320.8 490.3 450.2

(Earnings) loss attributable to noncontrolling interest ( 0.9 ) 0.1 ( 1.4 ) ( 0.4 )

Net earnings attributable to Vulcan $ 323.4 $ 320.9 $ 488.9 $ 449.8

Income tax expense ( 107.1 ) ( 112.4 ) ( 234.4 ) ( 237.4 )

Earnings from continuing operations 364.1 376.2 854.2 829.5

Gain Loss on discontinued operations, net of tax ( 1.2 ) 2.1 ( 0.1 1.2 ) 3.1 ( 0.9 ) ( 4.2 )

Net earnings 362.9 375.0 853.3 825.3

Earnings attributable to noncontrolling interest ( 0.6 ) ( 0.1 ) ( 2.1 ) ( 0.6 )

Net earnings attributable to Vulcan $ 362.3 $ 374.9 $ 851.2 $ 824.7

1 unchanged paragraph

Comprehensive income 325.8 322.3 493.2 453.1

Comprehensive income attributable to Vulcan $ 324.9 $ 322.4 $ 491.8 $ 452.7

Amortization of accumulated cash flow hedge losses 0.4 0.5 0.4 0.9 0.9 1.4 1.3

Amortization of accumulated benefit plan costs 1.1 0.9 1.1 2.0 2.0 2.9 3.0

Other comprehensive income 1.5 1.4 1.5 2.9 2.9 4.3 4.3

Comprehensive income 364.3 376.5 857.6 829.6

Comprehensive earnings loss attributable to noncontrolling interest ( 0.9 0.6 ) ( 0.1 ) 1.4 ( 2.1 ) 0.4 ( 0.6 )

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

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2 unchanged paragraphs

and 52 more changes in the filing

Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 29 changes

4 unchanged paragraphs

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, 2025 was derived from the audited financial statement, statements, 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 six nine month periods ended June September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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 (refer to the Critical Accounting Policies included in Item 7 of our most recent Annual Report on Form 10-K). Events that relate to conditions arising after June September 30, 2026 will be reflected in management s estimates for future periods.

4 unchanged paragraphs

Allowance for credit losses is based on our assessment of the collectability of customer accounts. We regularly review the allowance by considering factors such as historic experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. Allowances for credit losses were $ 10.7 4.4 million, $ 10.5 million and $ 13.3 12.3 million at June September 30, 2026, December 31, 2025 and June September 30, 2025, respectively.

2 unchanged paragraphs

Finished products $ 557.1 $ 557.7 $ 574.4

Raw materials 41.0 36.7 57.8

Products in process 7.0 5.4 10.9

Total inventories $ 688.7 $ 680.5 $ 725.5

in millions September 30

Finished products $ 546.5 $ 557.7 $ 545.0

Raw materials 43.0 36.7 47.6

Products in process 6.8 5.4 12.3

Operating supplies and other 83.6 86.2 80.7 82.4 82.2

Total inventories $ 682.5 $ 680.5 $ 687.1

2 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Pretax gain (loss) $ 1.7 $ ( 2.8 ) $ 0.3 $ ( 4.1 )

Income tax (expense) benefit ( 0.5 ) 0.7 ( 0.2 ) 1.0

Pretax loss $ ( 1.6 ) $ ( 1.6 ) $ ( 1.3 ) $ ( 5.7 )

Income tax benefit 0.4 0.4 0.4 1.5

Gain Loss on discontinued operations, net of tax $ ( 1.2 ) $ ( 2.1 1.2 ) $ 0.1 ( 0.9 ) $ ( 3.1 4.2 )

3 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Weighted-average common shares outstanding 129.1 132.1 129.8 132.2 130.2 132.3

1 unchanged paragraph

Other stock compensation awards 0.3 0.7 0.4 0.6 0.5 0.5

Weighted-average common shares outstanding, assuming dilution 130.3 129.5 132.9 130.8 130.3 132.9

2 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

4 unchanged paragraphs

Property, plant & equipment are carried at cost less accumulated depreciation, depletion and amortization. Allowances for depreciation, depletion and amortization were $ 6,500.1 6,644.4 million, $ 6,356.1 million and $ 6,222.0 6,288.9 million at June September 30, 2026, December 31, 2025 and June September 30, 2025, respectively.

Note 2: LEASES 41 changes

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). Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options.

1 unchanged paragraph

Accumulated amortization ( 160.8 ) ( 152.7 ) ( 154.3 )

Finance lease ROU assets 23.4 35.3 52.2

Accumulated depreciation ( 11.9 ) ( 18.6 ) ( 25.8 )

Total lease assets $ 534.9 $ 538.2 $ 572.5

Other current liabilities $ 47.4 $ 44.5 $ 51.0

Other current liabilities 4.0 5.8 9.2

Noncurrent operating lease liabilities 521.2 522.6 536.1

Other noncurrent liabilities 5.2 5.0 5.7

Total lease liabilities $ 577.8 $ 577.9 $ 602.0

dollars in millions Classification on the Balance Sheet June September 30

Operating lease ROU assets $ 684.2 749.2 $ 674.2 $ 700.4 706.6

Accumulated amortization ( 160.2 ) ( 152.7 ) ( 157.6 )

Operating leases, net Operating lease right-of-use assets, net 523.4 589.0 521.5 546.1 549.0

Finance lease ROU assets 22.2 35.3 44.3

Accumulated depreciation ( 11.2 ) ( 18.6 ) ( 21.6 )

Finance leases, net Property, plant & equipment, net 11.5 11.0 16.7 26.4 22.7

Total lease assets $ 600.0 $ 538.2 $ 571.7

Operating leases Other current liabilities $ 51.7 $ 44.5 $ 49.4

Finance leases Other current liabilities 3.7 5.8 8.2

Operating leases Noncurrent operating lease liabilities 582.1 522.6 540.1

Finance leases Other noncurrent liabilities 4.9 5.0 5.3

Total lease liabilities $ 642.4 $ 577.9 $ 603.0

2 unchanged paragraphs

Operating leases 19.0 19.6 18.9 18.8 18.9

Finance leases 2.8 2.4 2.0 2.1

1 unchanged paragraph

1. Balances at December 31, 2025 exclude lease assets and liabilities classified as held for sale as detailed in Note 16 .

Operating leases 4.9 5.1 % 4.8 % 4.7 4.8 %

Finance leases 4.6 4.7 % 4.0 % 3.5 3.8 %

1 unchanged paragraph

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.

1 unchanged paragraph

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Operating lease cost 20.3 20.2 41.0 40.6

Depreciation of right-of-use assets $ 1.2 $ 2.1 2.0 $ 2.8 4.0 $ 4.2 6.2

Interest on lease liabilities 0.1 0.1 0.3 0.3 0.4 0.4

Operating lease cost 19.2 20.3 60.2 60.9

1 unchanged paragraph

Variable lease cost 4.8 4.6 9.7 8.6

Variable lease cost 4.6 5.8 14.3 14.4

Sublease income ( 0.8 ) ( 0.8 ) ( 1.8 2.6 ) ( 1.6 2.4 )

1 unchanged paragraph

Total lease expense $ 36.6 $ 38.2 $ 73.4 $ 71.6

Total lease expense $ 35.3 $ 40.0 $ 108.7 $ 111.6

1 unchanged paragraph

Cash paid for operating leases was $ 40.4 60.1 million and $ 40.2 60.9 million for the six nine months ended June September 30, 2026 and 2025, respectively. Cash paid for finance leases (principal and interest) was $ 5.2 6.5 million and $ 6.1 8.9 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Note 3: INCOME TAXES 7 changes

1 unchanged paragraph

For In the first six months third quarter of 2026, we recorded income tax expense from continuing operations of $ 127.2 107.1 million compared to $ 125.0 112.4 million for in the first six months third quarter of 2025. The increase decrease in tax expense was primarily due to the increase decrease in pretax earnings partially offset by coupled with the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second third quarter of 2026 related to the purchase of energy investment tax credits (discussed below).

In For the second quarter first nine months of 2026, we recorded income tax expense from continuing operations of $ 81.4 234.4 million compared to $ 91.3 237.4 million in for the second quarter first nine months of 2025. The decrease in tax expense was primarily due to the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026, resulting from changes in our state partially offset by tax profile after the divestiture of our ready-mixed concrete operations expense on higher pretax earnings in California . 2026.

As discussed in Note 8 , in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico. In 2025, Calica had deferred tax assets (including net operating losses) of $ 37.3 million against which we have a full valuation allowance recorded. In 2026, we project a $ 7.4 5.8 million increase in deferred tax assets against which we have recorded a valuation allowance as a component of the EAETR. A majority of the deferred tax assets relate to a net operating loss (NOL) carryforward which would expire between 2032 and 2036 if not utilized.

Additionally, Calica is under examination by the Mexican Servicio de Administraci n Tributaria (SAT) for tax years 2018 and 2019. In the fourth quarter of 2025, SAT issued Calica an audit findings letter for 2018. Among other claims, SAT asserts that Calica had no right to mine and has denied its cost of goods sold deduction. We have recognized the full tax benefit associated with Calica s cost of goods sold deduction in Mexico, as we believe it is more likely than not that the position will be sustained based upon the technical merits of the position. This position is strictly binary as our tax liability hinges entirely on the legal basis that Calica had the necessary rights to conduct its mining operations during the period in question. Should we be unsuccessful in defending this tax position related to the 2018 audit, we may incur a one-time cash outflow and tax expense of approximately $ 35 million, which includes $ 23 million of interest and penalties. During the third quarter of 2026, we completed a formal mediation and settled with SAT on the other immaterial claims, but Calica's cost of goods sold deduction remains unsettled.

1 unchanged paragraph

Additionally, Calica is under examination by the Mexican Servicio de Administraci n Tributaria (SAT) for tax years 2018 and 2019. In the fourth quarter of 2025, SAT issued Calica an audit findings letter for 2018. Among other claims, SAT asserts that Calica had no right to mine and has denied its cost of goods sold deduction. We have recognized the full tax benefit associated with Calica s cost of goods sold deduction in Mexico, as we believe it is more likely than not that the position will be sustained based upon the technical merits of the position. This position is strictly binary as our tax liability hinges entirely on the legal basis that Calica had the necessary rights to conduct its mining operations during the period in question. Should we be unsuccessful in defending this tax position related to the 2018 audit, we may incur a one-time cash outflow and tax expense of approximately $ 35 million, which includes $ 23 million of interest and penalties. During 2026, we have made progress with SAT on the other claims, but Calica's cost of goods sold deduction remains unsettled.

We project Alabama NOL carryforward deferred tax assets at December 31, 2026 of $ 44.5 million against which we have a valuation allowance of $ 32.4 million. We expect $ 10.4 10.3 million of the Alabama NOL carryforward to expire in 2026 resulting in a tax expense of $ 0.1 million (recorded as a component of no change to the EAETR) valuation allowance compared to the previous amount of valuation allowance recorded. Almost all of the Alabama NOL carryforward would expire between 2026 and 2029 if not utilized.

1 unchanged paragraph

The IRA also enacted provisions under Internal Revenue Code Section 6418 allowing eligible taxpayers to transfer certain federal clean energy credits to third parties in exchange for cash consideration. In the third quarter of 2026, we purchased $ 53.8 million of energy investment tax credits from a third party which we will use to reduce our 2026 federal income tax liability. The purchase price discount for these purchased tax credits is recognized in income tax expense as a component of the EAETR.

2 unchanged paragraphs

Note 4: REVENUES 49 changes

1 unchanged paragraph

Our segment total revenues by geographic market for the three and six nine month periods ended June September 30, 2026 and 2025 are disaggregated as follows:

Three Months Ended June September 30, 2026

1 unchanged paragraph

East revenues $ 537.2 $ 59.4 $ 89.2 $ 685.8

Gulf Coast revenues 937.0 45.9 1.2 984.1

West revenues 288.8 224.7 96.4 609.9

Segment sales $ 1,763.0 $ 330.0 $ 186.8 $ 2,279.8

Intersegment sales ( 124.0 ) 0.0 0.0 ( 124.0 )

Part I Financial Information

East revenues $ 557.2 $ 77.6 $ 92.4 $ 727.2

Gulf Coast revenues 965.2 50.0 0.0 1,015.2

West revenues 300.1 253.6 0.0 553.7

Segment sales $ 1,822.5 $ 381.2 $ 92.4 $ 2,296.1

Intersegment sales ( 111.5 ) 0.0 0.0 ( 111.5 )

Three Months Ended June September 30, 2025

1 unchanged paragraph

East revenues $ 525.1 $ 58.3 $ 84.3 $ 667.7

Gulf Coast revenues 853.3 91.0 1.8 946.1

West revenues 271.2 219.6 134.5 625.3

Segment sales $ 1,649.6 $ 368.9 $ 220.6 $ 2,239.1

Intersegment sales ( 136.7 ) 0.0 0.0 ( 136.7 )

Six Months Ended June 30, 2026

East revenues $ 567.7 $ 68.1 $ 91.8 $ 727.6

Gulf Coast revenues 943.0 107.7 2.6 1,053.3

West revenues 281.4 240.3 143.1 664.8

Segment sales $ 1,792.1 $ 416.1 $ 237.5 $ 2,445.7

Intersegment sales ( 154.2 ) 0.0 0.0 ( 154.2 )

Part I Financial Information

Nine Months Ended September 30, 2026

1 unchanged paragraph

East revenues $ 915.6 $ 85.2 $ 154.8 $ 1,155.6

Gulf Coast revenues 1,771.0 87.6 3.4 1,862.0

West revenues 526.9 373.0 216.1 1,116.0

Segment sales $ 3,213.5 $ 545.8 $ 374.3 $ 4,133.6

Intersegment sales ( 221.9 ) 0.0 0.0 ( 221.9 )

Six Months Ended June 30, 2025

East revenues $ 1,472.8 $ 162.8 $ 247.3 $ 1,882.9

Gulf Coast revenues 2,736.3 137.5 3.4 2,877.2

West revenues 826.9 626.7 216.0 1,669.6

Segment sales $ 5,036.0 $ 927.0 $ 466.7 $ 6,429.7

Intersegment sales ( 333.4 ) 0.0 0.0 ( 333.4 )

Nine Months Ended September 30, 2025

1 unchanged paragraph

East revenues $ 920.8 $ 82.6 $ 154.7 $ 1,158.1

Gulf Coast revenues 1,591.9 143.3 3.4 1,738.6

West revenues 472.7 351.7 239.6 1,064.0

Segment sales $ 2,985.4 $ 577.6 $ 397.7 $ 3,960.7

Intersegment sales ( 223.7 ) 0.0 0.0 ( 223.7 )

East revenues $ 1,457.3 $ 150.8 $ 246.4 $ 1,854.5

Gulf Coast revenues 2,566.1 251.0 6.0 2,823.1

West revenues 754.1 591.9 382.8 1,728.8

Segment sales $ 4,777.5 $ 993.7 $ 635.2 $ 6,406.4

Intersegment sales ( 377.9 ) 0.0 0.0 ( 377.9 )

Note 1: The geographic markets are defined by states/countries as follows: 20 changes

3 unchanged paragraphs

Part I Financial Information

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.

Total revenues are primarily derived from our p roduct 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 $ 71.8 85.3 million ( 3.3 3.9 % of total revenues) and $ 87.9 104.7 million ( 4.2 4.6 % of total revenues) for the three months ended June September 30, 2026 and 2025 , respectively, and $ 115.4 200.8 million ( 3.0 3.3 % of total revenues) and $ 132.7 237.4 million ( 3.6 3.9 % of total revenues) for the six nine months ended June September 30, 2026 and 2025 , respectively. The decrease in service revenues is attributable to the divestiture of our asphalt mix and construction paving operations in Houston, TX, during the fourth quarter of 2025.

Our products typically are sold to private industry and not directly to governmental entities. Although approximately 40 % 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.

2 unchanged paragraphs

Part I Financial Information

1 unchanged paragraph

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Total revenues $ 2,155.8 $ 2,102.4 $ 3,911.7 $ 3,737.0

Total revenues $ 2,184.6 $ 2,291.5 $ 6,096.3 $ 6,028.5

1 unchanged paragraph

Total revenues excluding freight & delivery $ 1,883.6 $ 1,842.2 $ 3,400.7 $ 3,257.0

Total revenues excluding freight & delivery $ 1,887.2 $ 2,008.2 $ 5,287.9 $ 5,265.2

2 unchanged paragraphs

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. Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at June September 30, 2026 and 2025 were $ 206.8 168.5 million and $ 320.4 293.8 million, respectively. The remaining period to complete the obligations at June September 30, 2026 ranged from 1 month to 27 24 months. The decrease in future revenues from unsatisfied performance obligations is attributable to the divestiture of our asphalt mix and construction paving operations in Houston, TX, during the fourth quarter of 2025.

7 unchanged paragraphs

Part I Financial Information

1 unchanged paragraph

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Deferred revenue balance at beginning of period $ 136.5 134.5 $ 143.7 141.8 $ 138.1 $ 145.3

Revenue recognized from deferred revenue ( 2.0 2.1 ) ( 1.9 2.0 ) ( 3.6 5.7 ) ( 3.5 5.5 )

Deferred revenue balance at end of period $ 134.5 132.4 $ 141.8 139.8 $ 134.5 132.4 $ 141.8 139.8

Part I Financial Information

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 June September 30, 2027 (reflected in other current liabilities in our June September 30, 2026 Condensed Consolidated Balance Sheet).

Note 5: FAIR VALUE MEASUREMENTS 9 changes

5 unchanged paragraphs

Mutual funds $ 47.4 $ 42.6 $ 39.4

Total $ 47.4 $ 42.6 $ 39.4

Total $ 2.3 $ 2.1 $ 1.9

in millions September 30

Mutual funds $ 43.9 $ 42.6 $ 41.4

Total $ 43.9 $ 42.6 $ 41.4

Money market mutual fund $ 2.3 4.4 $ 2.1 $ 1.9 2.1

Total $ 4.4 $ 2.1 $ 2.1

1 unchanged paragraph

Net gains of the Rabbi Trusts investments were $ 4.2 3.1 million and $ 1.5 3.9 million for the six nine months ended June September 30, 2026 and 2025, respectively. Unrealized gains on investments held by the Rabbi Trusts at June September 30, 2026 and 2025 were $ 3.9 2.6 million and $ 1.9 1.5 million, respectively.

2 unchanged paragraphs

Note 6: DERIVATIVE INSTRUMENTS 4 changes

5 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.6 ) $ ( 1.2 1.8 ) $ ( 1.2 1.8 )

For the twelve-month period ending June September 30, 2027, we estimate that $ 2.5 2.6 million of the $ 15.1 14.6 million net of tax loss in AOCI will be reclassified to interest expense.

Note 7: DEBT 24 changes

2 unchanged paragraphs

Interest Rates June 30

Interest Rates September 30

2 unchanged paragraphs

Commercial paper expires 2029 1

Total short-term debt $ 0.0 315.0 $ 0.0 $ 550.0 0.0

8 unchanged paragraphs

1. Borrowings on the commercial paper program are classified as long-term if we have the intent and ability to extend payment beyond twelve months.

Other notes 0.0 0.5 0.6 0.4

Total long-term debt - face value $ 4,440.1 $ 4,440.6 $ 4,440.7 4,440.5

Unamortized discounts and debt issuance costs ( 75.8 74.5 ) ( 78.5 ) ( 81.0 79.7 )

Total long-term debt - book value $ 4,364.3 4,365.6 $ 4,362.1 $ 4,359.7 4,360.8

Current maturities ( 400.0 ) ( 0.4 ) ( 0.5 0.4 )

Total long-term debt - reported value $ 3,964.3 3,965.6 $ 4,361.7 $ 4,359.2 4,360.4

Estimated fair value of long-term debt $ 3,878.4 3,624.5 $ 4,333.3 $ 4,280.8 4,354.8

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 3.9 million and $ 4.0 million of net interest expense for these items for the nine months ended September 30, 2026 and 2025, respectively.

1 unchanged paragraph

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 2.6 million and $ 2.6 million of net interest expense for these items for the six months ended June 30, 2026 and 2025, respectively.

1 unchanged paragraph

Our $ 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 line of credit and contains covenants customary for an unsecured investment-grade facility. As of June September 30, 2026, 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 June September 30, 2026, we had no outstanding $315 million in short-term 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 June September 30, 2026, 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. 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 June September 30, 2026, 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 %.

As of June September 30, 2026, our available borrowing capacity under the line of credit was $ 1,581.5 1,585.1 million. Utilization of the borrowing capacity was as follows:

$ 18.5 14.9 million was used to support standby letters of credit

All of our $ 4,440.1 million (face value) of term debt is unsecured. All of the covenants in the debt agreements are customary for investment-grade facilities. As of June September 30, 2026, we were in compliance with all term debt covenants.

3 unchanged paragraphs

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 , renew automatically and can only be modified or canceled with the approval of the beneficiary. Except for $ 1.1 1.2 million of letters of credit related to acquisitions completed in 2024, 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 are summarized by purpose in the table below:

in millions September 30

Risk management insurance $ 5.2 1.8

Reclamation/restoration requirements 14.4 14.3

Total standby letters of credit $ 19.6 16.1

1 unchanged paragraph

Note 8: COMMITMENTS AND CONTINGENCIES 21 changes

1 unchanged paragraph

As stated in Note 2 , our lease liabilities totaled $ 577.8 642.4 million as of June September 30, 2026.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 19.6 16.1 million as of June September 30, 2026.

As described in Note 9 , our asset retirement obligations totaled $ 464.5 496.1 million as of June September 30, 2026.

4 unchanged paragraphs

Continuing operations $ 43.1 $ 45.7 $ 47.5

in millions September 30

Continuing operations $ 42.9 $ 45.7 $ 46.3

1 unchanged paragraph

Total accrued environmental remediation costs $ 51.4 51.2 $ 54.1 $ 55.8 54.6

7 unchanged paragraphs

HEWITT LANDFILL MATTER (SUPERFUND SITE) In 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Calmat Co., a Vulcan subsidiary (hereinafter Vulcan ), to assess, monitor, cleanup, clean up, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles.

Following an extensive investigation and pilot scale pilot-scale testing, Vulcan implemented an on-site corrective action plan approved by the RWQCB that includes a groundwater pump, treat and reinjection system. In 2024, the RWQCB made a request under the CAO for a work plan to install additional monitoring wells and optimize and expand the existing on-site remediation system. This request complements expansion discussions with the EPA and other stakeholders as part of an Alternative Design Plan (ADP). Currently-anticipated Currently anticipated costs of these on-site source control activities have been fully accrued.

1 unchanged paragraph

The EPA and Vulcan entered into a 2017 Administrative Order on Consent (AOC) for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) wellfield. Thereafter, LADWP proposed and ultimately constructed two water production and well head treatment facilities the NHW system and the North Hollywood Central (NHC) system at LADWP wellfields located near the Hewitt Landfill. After significant evaluation of the likely effect of LADWP s water production facilities on other previously-feasible remediation options and the exchange of numerous workplans and evaluation reports, Vulcan submitted an ADP to the EPA in 2025. The ADP relies upon the RWQCB-approved expansion of the onsite Hewitt remedy and, necessarily, the two well head treatment systems operated by LADWP as the preferred method to address the off-site impacts that were the target of the 2017 AOC. The ADP further contemplates an agreement on the coordination of the operation of the onsite Hewitt remedy and LADWP s well head treatment systems. The EPA, Vulcan, and LADWP continue to engage in a dialogue regarding the coordination of the systems. At this time, we cannot reasonably estimate a range of a loss pertaining to potential work completed at the direction of the EPA.

The EPA and Vulcan entered into a 2017 Administrative Order on Consent (AOC) for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) wellfield. Thereafter, LADWP proposed and ultimately constructed two water production and wellhead treatment facilities the NHW system (operational August 2025) and the North Hollywood Central (NHC) system (operational February 2026) at LADWP wellfields located near the Hewitt Landfill. LADWP s decision to build the NHW and NHC systems after Vulcan and the EPA entered into the 2017 AOC potentially made the location and operation of the two proposed off-site extraction wells ineffective.

To address actual conditions, Vulcan and the EPA negotiated a replacement AOC for Remedial Design ( 2026 AOC ). The 2026 AOC incorporates a new Statement of Work ( 2026 SOW ) that provides a path to use the NHW and NHC systems, along with Vulcan s RWQCB-approved on-site treatment system at the Hewitt Landfill, to achieve remedial action objectives. Specifically, the 2026 SOW contemplates an agreement between Vulcan and LADWP coordinating the operation of the on-site Hewitt remedy and LADWP s well head treatment systems. The 2026 SOW also outlines a parallel task of evaluating an off-site remedy if an agreement cannot be achieved. The EPA, Vulcan, and LADWP continue to engage in a dialogue regarding the coordination of the systems. Currently estimable costs to begin evaluating an off-site remedy have been fully accrued. However, at this time, we cannot reasonably estimate a range of loss pertaining to the implementation of an off-site remedy.

Part I Financial Information

Additionally, Vulcan is in a dispute with LADWP regarding the cost and necessity of LADWP's construction of the two well head treatment facilities and Vulcan's relative contribution to their construction and operation. LADWP has alleged that the Hewitt Landfill is one of the primary sources of contamination at the NHW system and one of the sources of contamination at the NHC system. According to information available on the California State Water Resources Control Board (SWRCB) website, the capital cost of the NHW system is estimated at $ 92 million, and the capital cost of the NHC system is estimated at $ 245 million. LADWP has also alleged that it incurred damages related to investigation and monitoring costs and its historical inability to use water in the vicinity of its wellfields. LADWP s investigation and monitoring allegations include its publicly-reported six-year $ 11.5 million Groundwater System Improvement Study and the installation and monitoring of 26 wells in support of the study, for which LADWP has reported costs of an additional $ 22 million. Additionally, In addition, both systems will incur significant costs for operation and maintenance. LADWP presented a demand to Vulcan in January 2026 that included actual costs in excess of these publicly-reported publicly reported estimates.

We anticipate continued discussions with LADWP regarding its alleged damages and potential claims. In conjunction with those discussions, we are engaging in further efforts to gather and analyze records and data in order to assess the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area, consistent with the parallel request by the EPA, and the reasonableness of LADWP s efforts. This work is also intended to assist in the identification of other PRPs potentially responsible parties that may have contributed to groundwater contamination in the area of the NHW and NHC systems. Together, these efforts will allow us to analyze our anticipated equitable contribution to LADWP s treatment systems and the ongoing operation of the systems. Among other factors, we anticipate that any contribution should take into account the on-site source control and other measures implemented by Vulcan at the former Hewitt Landfill, the relative contribution and duration of any contaminants originating from the Hewitt Landfill to the LADWP systems, the contribution and duration of contaminants originating from the property and activities of LADWP, and the cost-effectiveness of the LADWP systems. At this time, we cannot reasonably estimate a range of a loss pertaining to LADWP s potential contribution claim. However, as discussions continue with LADWP and as additional records and data are analyzed, it is reasonably possible that an estimated material loss could be recognized in the near term.

NAFTA ARBITRATION INTERNATIONAL ARBITRATIONS AGAINST THE UNITED MEXICAN STATES 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). This NAFTA claim relates related to (i) the treatment of a portion of our quarrying operations in Quintana Roo, Mexico arising from, among other measures, Mexico s failure to comply with a legally binding zoning agreement and relates to (ii) other unfair, arbitrary and capricious actions by Mexico s environmental enforcement agency. We assert asserted that these actions are were in breach of Mexico s international obligations under NAFTA and international law.

1 unchanged paragraph

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.

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" under the caption "Known Trends or Uncertainties"). In July 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. A hearing on the merits of the ancillary claim took place in August 2023.

The NAFTA arbitration tribunal issued a decision on the claim (the "Decision") on in July 27, 2026. In the Decision, the tribunal found that Mexico violated NAFTA in several respects. However, the tribunal's award of monetary damages to Vulcan for Mexico's violations was negligible. In the Decision, the tribunal also ruled that the ancillary claim was outside of its jurisdiction. This development had has no material impact on our consolidated balance sheets, statements of comprehensive income, or statements of cash flows for the period ended June September 30, 2026.

In October 2026, our Dutch subsidiaries, Vulcan International, B.V. and VGCM, B.V., on their own and on behalf of our Mexican subsidiaries, Calica and Rancho Piedra Caliza, S.A. de C.V., filed a Request for Arbitration against Mexico pursuant to Article 8 of the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and Mexico and the ICSID Convention. In this arbitration, we seek redress for new measures that Mexico took against us, our assets and our Mexican investments after NAFTA was no longer in force.

1 unchanged paragraph

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 15 changes

2 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Accretion $ 5.0 $ 4.8 $ 10.1 $ 9.0

Depreciation 3.8 4.0 7.3 8.0

Total ARO operating costs $ 8.8 $ 8.8 $ 17.4 $ 17.0

Accretion $ 1.9 $ 5.0 $ 12.0 $ 14.0

Depreciation 3.5 2.4 10.9 10.4

Total ARO operating costs $ 5.4 $ 7.4 $ 22.9 $ 24.4

2 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

3 unchanged paragraphs

Liabilities incurred 0.4 18.2 0.4 23.2

Accretion expense 5.0 4.8 10.1 9.0

Liabilities incurred 0.5 6.0 0.9 29.2

Accretion expense 1.9 5.0 12.0 14.0

1 unchanged paragraph

ARO revisions during 2026 primarily relate to increases in estimated costs for reclamation activities required under a development agreement at an aggregates site on owned property in Southern California. The reclamation required under the development agreement will result in the restoration of previously mined property to conditions suitable for retail and commercial development.

1 unchanged paragraph

Note 10: BENEFIT PLANS 17 changes

2 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Service cost $ 0.4 $ 0.4 0.5 $ 0.9 1.3 $ 0.9 1.4

Interest cost 7.7 8.3 15.5 16.6 23.2 25.0

Expected return on plan assets ( 9.0 ) ( 8.0 7.9 ) ( 18.0 27.0 ) ( 15.8 23.7 )

Amortization of actuarial loss 1.3 1.3 2.5 2.5 1.2 3.8 3.7

Net periodic pension benefit cost $ 0.4 $ 2.0 2.1 $ 0.9 1.3 $ 4.2 6.4

Pretax amortization from AOCI $ 1.3 $ 1.3 1.2 $ 2.5 3.8 $ 2.5 3.7

Contributions to pension plans, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans and qualified plan contributions of $ 4.2 17.5 million and $ 3.4 13.8 million for the six nine months ended June September 30, 2026 and 2025, respectively.

3 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Service cost $ 0.5 $ 0.6 $ 1.0 1.5 $ 1.1 1.7

Interest cost 0.5 0.6 0.9 1.1 1.4 1.7

Amortization of prior service cost 0.4 0.3 0.7 0.7 0.3 1.1 1.1

Amortization of actuarial gain ( 0.3 ) ( 0.2 ) ( 0.6 0.9 ) ( 0.4 0.7 )

Net periodic postretirement benefit cost $ 1.1 1.0 $ 1.3 $ 2.0 3.1 $ 2.5 3.8

2 unchanged paragraphs

In addition to our pension and postretirement plans, we sponsor six five defined contribution plans. Substantially all salaried and non-union 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 $ 42.5 61.9 million and $ 39.6 61.3 million for the six nine months ended June September 30, 2026 and 2025, respectively.

1 unchanged paragraph

Note 11: OTHER COMPREHENSIVE INCOME 24 changes

2 unchanged paragraphs

Total AOCI $ ( 122.7 ) $ ( 125.6 ) $ ( 124.5 )

in millions September 30

Cash flow hedges $ ( 15.1 14.6 ) $ ( 16.0 ) $ ( 16.8 16.4 )

Pension and postretirement plans ( 107.6 106.7 ) ( 109.6 ) ( 107.7 106.7 )

Total AOCI $ ( 121.3 ) $ ( 125.6 ) $ ( 123.1 )

Changes in AOCI, net of tax, for the six nine months ended June September 30, 2026 are as follows:

2 unchanged paragraphs

Amounts reclassified from AOCI 0.9 2.0 2.9

AOCI Balances as of June 30, 2026 $ ( 15.1 ) $ ( 107.6 ) $ ( 122.7 )

Amounts reclassified from AOCI 1.4 2.9 4.3

Net current period OCI changes 1.4 2.9 4.3

AOCI Balances as of September 30, 2026 $ ( 14.6 ) $ ( 106.7 ) $ ( 121.3 )

1 unchanged paragraph

June 30 Six Months Ended

September 30 Nine Months Ended

2 unchanged paragraphs

Total $ 0.4 $ 0.4 $ 0.9 $ 0.9

Interest expense $ 0.6 $ 0.6 $ 1.2 1.8 $ 1.2 1.8

Benefit from income taxes ( 0.2 0.1 ) ( 0.2 ) ( 0.3 0.4 ) ( 0.3 0.5 )

Total $ 0.5 $ 0.4 $ 1.4 $ 1.3

1 unchanged paragraph

Other nonoperating expense $ 1.4 $ 1.4 $ 2.6 $ 2.8

Benefit from income taxes ( 0.3 ) ( 0.3 ) ( 0.6 ) ( 0.8 )

Total $ 1.1 $ 1.1 $ 2.0 $ 2.0

Other nonoperating expense $ 1.3 $ 1.3 $ 4.0 $ 4.1

Benefit from income taxes ( 0.4 ) ( 0.2 ) ( 1.1 ) ( 1.1 )

Total $ 0.9 $ 1.1 $ 2.9 $ 3.0

Total reclassifications from AOCI to earnings $ 1.5 1.4 $ 1.5 $ 2.9 4.3 $ 2.9 4.3

1 unchanged paragraph

Note 12: EQUITY 22 changes

1 unchanged paragraph

There were no shares held in treasury as of June September 30, 2026, December 31, 2025, or June September 30, 2025.

1 unchanged paragraph

in millions, except average price June September 30

Number of shares purchased and retired 1.4 2.7 1.5 0.2

3 unchanged paragraphs

As of June September 30, 2026, 3,864,057 2,592,781 shares may be purchased under the current authorization of our Board of Directors.

1 unchanged paragraph

June 30 Six Months Ended

September 30 Nine Months Ended

2 unchanged paragraphs

Net earnings attributable to Vulcan 323.4 320.9 488.9 449.8

Share-based compensation expense 9.2 19.1 24.7 33.0

Balance at beginning of period $ 8,451.3 8,464.7 $ 8,134.1 8,406.9 $ 8,525.1 $ 8,118.6

Net earnings attributable to Vulcan 362.3 374.9 851.2 824.7

Share-based compensation plans, net of shares withheld for taxes ( 0.5 10.1 ) ( 4.0 1.3 ) ( 38.4 48.5 ) ( 28.6 29.8 )

Purchase and retirement of common stock, including excise taxes ( 252.7 353.4 ) 0.0 ( 403.1 756.5 ) ( 38.1 )

Share-based compensation expense 8.6 16.9 33.3 49.9

2 unchanged paragraphs

Other comprehensive income 1.5 1.4 1.5 2.9 2.9 4.3 4.3

Balance at end of period $ 8,464.7 8,406.6 $ 8,406.9 8,734.2 $ 8,464.7 8,406.6 $ 8,406.9 8,734.2

1 unchanged paragraph

Balance at beginning of period $ 24.4 23.9 $ 24.4 22.8 $ 23.8 $ 23.9

1 unchanged paragraph

Earnings (loss) attributable to noncontrolling interest 0.9 ( 0.1 ) 1.4 0.4

Earnings attributable to noncontrolling interest 0.6 0.1 2.1 0.6

1 unchanged paragraph

Balance at end of period $ 23.9 $ 22.8 $ 23.9 $ 22.8

Balance at end of period $ 8,488.6 $ 8,429.7 $ 8,488.6 $ 8,429.7

Balance at end of period $ 24.6 $ 22.9 $ 24.6 $ 22.9

Balance at end of period $ 8,431.2 $ 8,757.1 $ 8,431.2 $ 8,757.1

1 unchanged paragraph

Note 13: SEGMENT REPORTING 64 changes

3 unchanged paragraphs

June 30 Six Months Ended

September 30 Nine Months Ended

1 unchanged paragraph

Concrete 186.8 220.6 374.3 397.7

Segment sales $ 2,279.8 $ 2,239.1 $ 4,133.6 $ 3,960.7

Aggregates intersegment sales ( 124.0 ) ( 136.7 ) ( 221.9 ) ( 223.7 )

Total $ 2,155.8 $ 2,102.4 $ 3,911.7 $ 3,737.0

Aggregates $ ( 1,071.7 ) $ ( 953.4 ) $ ( 2,023.9 ) $ ( 1,844.8 )

Asphalt ( 280.2 ) ( 311.7 ) ( 483.8 ) ( 515.6 )

Concrete ( 178.4 ) ( 212.1 ) ( 355.8 ) ( 386.1 )

Total $ ( 1,530.3 ) $ ( 1,477.2 ) $ ( 2,863.5 ) $ ( 2,746.5 )

Aggregates $ 567.3 $ 559.5 $ 967.7 $ 916.9

Asphalt 49.8 57.2 62.0 62.0

Concrete 8.4 8.5 18.5 11.6

Total $ 625.5 $ 625.2 $ 1,048.2 $ 990.5

Concrete 92.4 237.5 466.7 635.2

Segment sales $ 2,296.1 $ 2,445.7 $ 6,429.7 $ 6,406.4

Aggregates intersegment sales ( 111.5 ) ( 154.2 ) ( 333.4 ) ( 377.9 )

Total $ 2,184.6 $ 2,291.5 $ 6,096.3 $ 6,028.5

Aggregates $ ( 1,117.6 ) $ ( 1,025.8 ) $ ( 3,141.5 ) $ ( 2,870.6 )

Asphalt ( 317.0 ) ( 345.1 ) ( 800.7 ) ( 860.8 )

Concrete ( 84.4 ) ( 223.4 ) ( 440.3 ) ( 609.4 )

Total $ ( 1,519.0 ) $ ( 1,594.3 ) $ ( 4,382.5 ) $ ( 4,340.8 )

Aggregates $ 593.4 $ 612.1 $ 1,561.1 $ 1,529.0

Asphalt 64.2 71.0 126.3 132.9

Concrete 8.0 14.1 26.4 25.8

Total $ 665.6 $ 697.2 $ 1,713.8 $ 1,687.7

1 unchanged paragraph

Selling, administrative and general expenses $ ( 141.3 ) $ ( 144.5 ) $ ( 277.1 ) $ ( 282.7 )

Selling, administrative and general expenses $ ( 137.0 ) $ ( 145.3 ) $ ( 414.1 ) $ ( 428.0 )

1 unchanged paragraph

Other nonoperating income (expense), net 3.7 2.4 5.1 ( 0.2 )

Interest expense, net ( 54.7 ) ( 59.2 ) ( 108.6 ) ( 118.9 )

Earnings from continuing operations before income taxes $ 404.5 $ 414.2 $ 617.4 $ 578.3

Other nonoperating income (expense), net ( 2.0 ) 0.7 3.1 0.4

Interest expense, net ( 51.4 ) ( 55.3 ) ( 160.0 ) ( 174.2 )

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 31 more changes in the filing

Note 14: SUPPLEMENTAL CASH FLOW INFORMATION 8 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 8 more changes in the filing

Note 15: GOODWILL 3 changes

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Note 16: ACQUISITIONS AND DIVESTITURES 46 changes

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 46 more changes in the filing

MD&A 332 changes

9 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

5 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

15 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

7 unchanged paragraphs

3 unchanged paragraphs

and 332 more changes in the filing

Market risk 1 change

2 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Controls and procedures 4 changes

1 unchanged paragraph

and 4 more changes in the filing

Legal proceedings 1 change

and 1 more change in the filing

Unregistered sales of stock 11 changes

1 unchanged paragraph

and 11 more changes in the filing

Exhibits 2 changes

5 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Unchanged: Notes to the financial statements, Note 17: NEW ACCOUNTING STANDARDS, Forward-looking statements, Risk factors, Mine Safety Disclosures, Other information

Compared by code from the two filings' text and XBRL. Not advice.

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Companies of similar size in SIC 1400 and related industry codes: the same peer list as the financial tables.