Vulcan Materials (VMC) 10-K risk factor changes: FY2018 vs FY2017

In addition, our operations [removed: are subject to environmental, zoning and land use requirements and] require numerous governmental approvals and permits, which often require us to make significant capital and operating expenditures to comply with the applicable requirements.

Stricter laws and regulations, or more stringent interpretations of existing laws or regulations, may impose new liabilities, taxes or tariffs on us, reduce operating hours, require additional investment by us in pollution control equipment, create restrictions on our products or impede our [added: access to reserves or] opening new or expanding existing plants or facilities.

In 2017, three state legislatures in Vulcan-served areas — California, [removed: Tennessee and] South Carolina [added: and Tennessee] — passed new long-term highway funding legislation.

In 2016, three states saw one-time revenue increases for [removed: transportation] [added: transportation,] and numerous ballot measures were passed to increase investment in several Vulcan-served areas including northern and southern California, Georgia, North Carolina and South Carolina.

These risks may include changes in international trade policies, such as the North American Free Trade Agreement, imposition of duties, taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign [removed: governments.][added: governments, including expropriations and other forms of takings of property.]

Additionally, with regard to the acquisitions [removed: (including Aggregates USA acquired in December 2017)] we are able to complete, our future results will depend in part on our ability to successfully integrate these businesses with our existing operations.

While we have not identified any events or changes in circumstances since our annual impairment test on November 1, [removed: 2017] [added: 2018] that indicate the fair value of any of our reporting units is below its carrying value, a significant downturn in the construction industry may have a material effect on the fair value of our reporting units.

A deterioration in our credit ratings and/or the state of the capital markets could negatively impact our business — We currently have [removed: $2.9] [added: $2.8] billion of debt with maturities between [removed: 2018] [added: 2019] and [removed: 2047.][added: 2048.]

The mix of financing sources for acquisitions will be [removed: situational] [added: situationally] dependent.

While we do not anticipate a credit ratings downgrade, and plan to manage our capital structure consistent with [removed: investment\-grade] [added: investment-grade] credit metrics, we cannot assure our current credit ratings.

While we [removed: have invested in the protection of our data and informational technology to reduce these risks] [added: have,] and periodically [removed: test the security of our] [added: test,] information [removed: systems network,] [added: technology and data protection policies and procedures,] there can be no assurance that our efforts will prevent breakdowns or breaches [removed: in our systems] that could adversely affect our business.

Management is not aware of a cybersecurity incident that has had a material [added: adverse] impact on our operations.

| Part I | [removed: 20] [added: 17] |

As required by generally accepted accounting [removed: principles,] [added: principles (GAAP),] we establish reserves when a loss is determined to be probable and the amount can be reasonably estimated.

Our construction paving business may subject us to contractually imposed penalties or lost profits — As a result of [removed: a 2017 acquisition,] [added: recent acquisitions,] we operate [removed: a] construction paving [removed: business] [added: businesses] in [removed: Tennessee.][added: Alabama, Tennessee and Texas.]

Our business is dependent on the construction industry and is subject to economic cycles — Our products are principally sold to the U.S. construction industry.

Since our business is dependent on spending in both the public and private sector construction markets, our profits are sensitive to the underlying national, regional, and local economic conditions.

Construction spending, which is cyclical, is affected by general economic conditions, changes in interest rates, demographic shifts, industry cycles, employment levels, inflation and other business, economic and financial factors that are beyond our control.

A downturn in construction activities or spending in Vulcan-served markets, particularly in our top revenue-generating markets, could have a material adverse effect on our business, financial condition, and results of operations.

In 2018, voters in local jurisdictions in California, Florida, Georgia, North Carolina and Texas, among others, approved bond and revenue-raising measures to provide additional resources for transportation projects.

A significant interruption of our information technology systems or the loss of confidential or other sensitive data could have a material adverse impact on our operations and financial results — Given our reliance on information technology (our own and our third-party providers’), a significant interruption in the availability of information technology, regardless of the cause, could negatively impact our operations.

Additionally, the loss of confidential, personal, or proprietary information (whether our own, our employees’, our suppliers’, or our customers’), regardless of the cause, could result in a business interruption, reputational damage, lost revenue, litigation, penalties or higher costs.

Our business may be materially affected by changes to fiscal and tax policies — The Tax Cuts and Jobs Act (TCJA) was enacted on December 22, 2017.

As explained in Note 9 “Income Taxes” in Item 8 “Financial Statements and Supplementary Data,” we have included provisional adjustments in the financial statements for certain projected impacts of the legislation and no adjustments for certain other aspects.

Our accounting for these items could be adjusted during the measurement period, which could be as late as December 2018.

We are dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity risks and data leakage risks — Any significant breakdown, invasion, destruction or interruption of our systems by employees, others with authorized access to our systems or unauthorized persons could negatively impact operations.

There is also a risk that we could experience a business interruption, theft of information, or reputational damage, which could adversely affect our results of operations, as a result of a cyber-attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers.

FINANCIAL SUMMARY FOR [removed: 2017] [added: 2018] (compared to [removed: 2016)][added: 2017)]

| | § | | Total revenues increased [removed: $297.6] [added: $492.6] million, or [removed: 8%,] [added: 13%,] to [removed: $3,890.3] [added: $4,382.9] million |

| | § | | Aggregates segment sales increased [removed: $134.3] [added: $417.6] million, or [removed: 5%,] [added: 13%,] to [removed: $3,096.1] [added: $3,513.6] million |

| | § | | Aggregates segment freight-adjusted revenues increased [removed: $98.5] [added: $274.6] million, or [removed: 4%,] [added: 11%,] to [removed: $2,392.7] [added: $2,667.3] million |

| | § | | Shipments increased [removed: 1%,] [added: 10%,] or [removed: 1.8] [added: 18.2] million tons, to [removed: 183.2] [added: 201.4] million tons |

| | § | | Freight-adjusted sales price increased [removed: 3%,] [added: 1%,] or [removed: $0.41] [added: $0.19] per ton |

| | § | | Asphalt, Concrete and Calcium segment gross profit [removed: increased $12.8] [added: decreased $29.9] million, or [removed: 10%,] [added: 22%,] to [removed: $140.5] [added: $109.1] million, collectively |

| | § | | Selling, administrative and general (SAG) expenses increased 3% to [removed: $323.9] [added: $333.4] million and decreased [removed: 0.45] [added: 0.75] percentage points [removed: (45] [added: (75] basis points) as a percentage of total revenues |

| | § | | Earnings from continuing operations were [removed: $593.4] [added: $517.8] million, or [removed: $4.40] [added: $3.87] per diluted share, compared to [removed: $422.4] [added: $593.4] million, or [removed: $3.11] [added: $4.40] per diluted share |

| | § | | $297.0 million of net tax benefits (including $268.2 million related to [removed: the Tax Cuts and Jobs Act (TCJA)] [added: TCJA] and a $28.8 million partial release of a net operating loss (NOL) carryforward valuation allowance) |

| | § | | pretax interest charges of $153.1 million related to [removed: the July and December] debt purchases [removed: ($148.0 million) and carried interest on the March debt issuance ($5.1 million)] |

| | § | | pretax charges of $3.1 million associated with [added: non-routine] business development, net of an asset purchase agreement termination fee |

| | § | | Discrete items in [removed: 2016] [added: 2018] include: |

| | § | | pretax gains of [removed: $16.2] [added: $2.9] million [removed: on] [added: for] the sale of [removed: real estate] [added: businesses] |

| | § | | pretax gains of [removed: $11.0] [added: $2.3] million for business interruption claims |

| | § | | pretax charges of [removed: $16.9] [added: $18.5] million for divested operations |

| | § | | Adjusted EBITDA was [removed: $981.9] [added: $1,131.7] million, an increase of [removed: $15.9] [added: $149.8] million, or [removed: 2%] [added: 15%] |

| | § | | Returned capital to shareholders via dividends [removed: ($132.3] [added: ($148.1] million versus [removed: $106.3] [added: $132.3] million) and share repurchases [removed: ($60.3] [added: ($134.0] million versus [removed: $161.5] [added: $60.3] million) |

| Part II | [removed: 28] [added: 60] |

For the full year, capital expenditures were [removed: $464.2] [added: $469.1] million.

This amount included [removed: $296.5] [added: $221.7] million of core operating and maintenance capital investments to improve or replace existing property, plant & [removed: equipment, in line with expectations.][added: equipment.]

In addition, we invested [removed: $167.7] [added: $247.4] million in internal growth projects to secure new aggregates reserves, develop new production sites, enhance our distribution capabilities and support the targeted growth of our asphalt and concrete operations.

Management expectations for [removed: 2018] [added: 2019] include:

| | § | | [removed: Same-store aggregates] [added: Aggregates] shipments growth of [removed: 4%] [added: 3%] to [removed: 6%] [added: 5%] |

| | § | | [removed: Same-store aggregates] [added: Aggregates] freight-adjusted price increase of [removed: 3% to] 5% [added: to 7%] |

| | § | | [removed: High single-digit gross profit growth in] [added: Collective] Asphalt, Concrete and Calcium [removed: segments, collectively] [added: segment gross profit growth of 15% to 20%] |

| | § | | SAG expenses of approximately [removed: $335 million, including $5] [added: $355] million [removed: related to Aggregates USA] |

| | § | | Net [removed: Earnings] [added: earnings] of [removed: $585] [added: $610 million] to [removed: $635] [added: $670] million |

| | § | | Depreciation, depletion, accretion and amortization expense of approximately [removed: $340] [added: $360] million |

| | § | | Earnings from continuing operations of [removed: $4.00] [added: $4.55] to [removed: $4.65] [added: $5.05] per diluted share |

Such regulations, while curtailing expansion, also increase the value of our [removed: reserves.][added: reserves that were zoned and permitted decades ago.]

[removed: Gross] [added: Aggregates segment gross] profit margin [added: as a percentage of segment sales] excluding freight [removed: and] [added: &] delivery [removed: revenues] [added: (revenues and costs)] is not a [removed: Generally Accepted Accounting Principle (GAAP)] [added: GAAP] measure.

[removed: Likewise, we] [added: We] believe that this presentation is consistent with our competitors and [removed: consistent with the basis by which investors analyze] [added: meaningful to] our [removed: operating results considering that] [added: investors as it excludes revenues associated with] freight [removed: and delivery services represent] [added: & delivery, which are] pass-through activities.

[removed: GROSS PROFIT] MARGIN IN ACCORDANCE WITH GAAP

| dollars in millions | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | |

| Total revenues | | | $ [removed: 3,890.3] [added: 4,382.9] | | | $ [removed: 3,592.7] [added: 3,890.3] | | | $ [removed: 3,422.2] [added: 3,592.7] | |

Our same-store information may not be comparable to similar measures used by other [removed: entities.][added: companies.]

Aggregates segment [removed: gross profit margin as a percentage of] freight-adjusted revenues is not a [removed: GAAP] [added: Generally Accepted Accounting Principle (GAAP)] measure.

We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes [removed: freight, delivery and transportation revenues,] [added: revenues associated with freight & delivery,] which are pass-through [removed: activities.][added: activities (we do not generate a profit associated with the transportation component of the selling price of the product).]

Incremental gross profit as a percentage of [removed: freight-adjusted revenues] [added: segment sales excluding freight & delivery] represents the year-over-year change in gross profit divided by the year-over-year change in [removed: freight-adjusted revenues.][added: segment sales excluding freight & delivery.]

| | § | | Gross profit increased $107.4 million, or 11%, to $1,100.9 million |

| | § | | Same-store freight-adjusted sales price increased 2%, or $0.21 per ton |

| | § | | Segment gross profit increased $137.3 million, or 16%, to $991.9 million |

| | § | | Operating earnings increased $108.7 million, or 17%, to $747.7 million |

| | § | | Earnings from continuing operations before income taxes were $623.3 million compared to $361.3 million |

| | § | | Effective tax rate was 16.9% compared with negative 64.2% |

| | § | | $0.6 million of tax expense related to the Tax Cuts and Jobs Act (TCJA) |

| | § | | pretax interest charges of $7.4 million related to the January and March early debt retirements |

| | § | | pretax charges of $5.2 million associated with non-routine business development |

| | § | | Net earnings were $515.8 million, a decrease of $85.4 million, or 14% |

In 2018, we executed on our goals through a commitment to our shareholders, customers, employees and the communities we serve.

We delivered growth and enhanced profitability in the face of several severe weather events that disrupted operations in some states for weeks at a time.

With a clear and compelling strategy, a lean and locally-led operational structure, and unparalleled positions in attractive long-term growth markets, we are especially well-situated to benefit as infrastructure demand in key Vulcan states continues to grow, fueled by marked increases in state and local funding and we are well-equipped to overcome market challenges.

Even though the year provided plenty of headwinds for the construction industry, including weather disruptions and a 25% increase in the cost of diesel fuel during the year, we delivered strong top and bottom line growth.

For the year, we increased total revenues, gross profit and earnings from continuing operations before income taxes, and adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA).

Our 2018 net earnings were down compared to 2017 because of the one-time impact of TCJA on our 2017 income tax provision (-64.2% effective tax rate).

Our capital allocation and investment-grade rating priorities remain unchanged.

At year end, total debt was $2,912.4 million, or 2.6 times 2018 Adjusted EBITDA.

Throughout 2017 and during the first quarter of 2018, we completed a number of debt refinancing activities (see Note 6 “Debt” in Item 8 “Financial Statements and Supplementary Data”) in order to extend the maturity of our debt portfolio consistent with the long-lived nature of our asset base.

As a result of these actions, the weighted-average term of our debt portfolio has more than doubled to approximately 15 years.

As the leading aggregates producer in the U.S., serving many of the most attractive markets, we are well positioned for continued top line growth, particularly as federal, state and local governments increase spending on public infrastructure construction, while demand from private sector projects remains stable.

In addition, our keen focus on operational excellence, cost control and disciplined investment should enable us to continue to enhance profitability and drive sustainable, long-term shareholder value.

Additionally, we advanced our world-class safety performance, improving on our record-setting results from the previous year.

2018 ACQUISITIONS

We remain active in the pursuit of bolt-on acquisitions and other value-creating growth investments.

These acquisitions complement our existing positions in our Alabama, California and Texas markets.

Our aggregates-focused business is well positioned in 2019 for further gains in our industry-leading unit profitability in aggregates and double-digit earnings growth.

Vulcan-served markets are benefitting disproportionally from both strong growth in public construction demand and continued growth in private demand.

Public funding for transportation infrastructure has changed significantly over the last three years.

State transportation funding legislation and local ballot measures are bringing about important increases in public spending for much needed projects and are finally beginning to generate new highway construction and the repair and maintenance work necessary to address the country’s failing infrastructure — all projects that depend upon aggregates as the fundamental building block.

Nine of our key states that generate almost 80% of our revenue have passed legislation over the last three years that raises their transportation infrastructure funding by almost 60% over 2015 levels.

These nine key states — California, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Texas and Virginia — have all addressed their transportation infrastructure needs and boosted their economies.

Altogether, state laws and local initiatives to increase transportation infrastructure funding have added more than $20 billion annually in just these nine Vulcan states.

To put that in perspective, that’s nearly half as much as the federal transportation law, the FAST Act, provides on an annual basis to all 50 states.

We expect more Vulcan-served states to follow suit in 2019 and following years.

In last November’s elections, 352 state and local transportation funding initiatives appeared on ballots in 31 states, and 79% of them were approved by voters.

We are excited about accelerating public sector growth.

At the same time, demand from private sector projects has continued to be stable in our markets, providing a solid base for overall growth.

In fact, private construction activity continues to improve in several of our important markets, particularly housing and nonresidential construction in the South and West.

Overall, we see significant room for growth, with demand for aggregates still below historical averages, and well below past peaks in demand, even as population and economic activity continue to increase in our key markets.

| --- | --- | --- | --- |

| | § | | Gross profit decreased $0.3 million to $1,000.6 million |

| | § | | Segment gross profit decreased $13.1 million, or 2%, to $860.0 million |

| | § | | Segment gross profit margin was 27.8%, compared to 29.5% |

| | § | | Operating earnings decreased $32.5 million, or 5%, to $647.1 million |

| | § | | $11.3 million of tax benefits |

| | § | | pretax losses of $10.5 million from asset impairment |

| | § | | Net earnings were $601.2 million, an increase of $181.7 million, or 43% |

2017 results were negatively impacted by unusually harsh weather: severe flooding in California during the first quarter; extreme rainfall in core Southeastern markets (Alabama, Florida, Georgia, Louisiana and Mississippi) during the second quarter; and hurricanes (Harvey and Irma)/tropical storm (Nate) conditions across our Florida, Georgia, Gulf Coast, North Carolina, South Carolina and coastal Texas markets during the third quarter; and their lingering effects on costs into the fourth quarter.

We closed the acquisition of Aggregates USA on December 29, 2017 for $616 million (net of $287 million immediately disposed and including $6 million of liabilities assumed).

This transaction complements and expands our service offerings in Georgia, South Carolina and Florida with 3 granite quarries and 16 rail distribution yards.

The integration is proceeding as planned.

Although full synergy capture will require at least 18 to 24 months, we still expect this acquisition to be accretive to 2018 earnings ($50 million of EBITDA).

At the end of the fourth quarter, total debt was $2,854.9 million and cash and cash equivalents was $141.6 million.

In 2017, we early retired $1,087.4 million of notes due in 2021 and 2018 for $1,228.2 million.

One-time interest charges related to these early debt retirements were $148.0 million.

In December, we also entered into a 6-month $350.0 million term loan that we refinanced on a long-term basis in February 2018.

Our record safety performance in 2017 reinforces our confidence that our core operating disciplines remain strong.

2017 ACQUISITIONS

We completed a number of important bolt-on acquisitions, making attractive additions to our coast-to-coast footprint in states ranging from Georgia to California and up to Illinois and Virginia.

Of particular note was the acquisition of Aggregates USA, which added approximately 460 million tons of proven and probable reserves to our leading reserve base and further strengthened our best-in-class distribution network, adding 16 new rail distribution yards in our Florida, Georgia and South Carolina markets.

Estimated impact of tax reform

While the full impact of the TCJA continues to be assessed, we expect our earnings and cash flows will benefit meaningfully going forward.

On a net basis, and leaving all other factors unchanged, our total effective tax rate should decline from approximately 28% to 20%.

We continue to evaluate other aspects of the TCJA including immediate deductibility of certain qualified capital spending.

We expect core capital spending (necessary to support an increased level of shipments and further improve production costs and operating efficiencies) of approximately $250 million.

We also plan for over $350 million in internal growth capital expenditures during 2018, including the development of strategic quarry sites in California and Texas.

At this time, we do not know how much of this $600 million of capital spending will qualify for immediate deductibility.

We expect strong earnings growth in 2018.

Leading indicators, such as the pre-construction pipeline and construction starts in our markets, as well as our own order backlogs, point toward growth.

Private demand continues to grow and public demand is strengthening after relative weakness in 2016 and part of 2017.

These positive trends provide greater visibility into demand and indicate the continuation of a favorable pricing environment.

Recent acquisitions are performing well and should make meaningful contributions to our earnings growth in 2018 and beyond.

Private demand in Vulcan-served markets continues to recover, and public demand appears to be firming up after a disappointing 2017.

The pricing climate for our materials remains positive, supported by solid demand visibility, rising diesel prices, rising cement prices, and expanding contractor margins.

For 2018 we expect same-store aggregates shipment growth of 4% to 6% and aggregates pricing growth of 3% to 5%, albeit with significant variability across individual markets.

We also expect our margin performance to return to its longer-term trend of continuous, compounding improvements.

Weather-related cost pressures faced in 2017 are not anticipated, and rising diesel and distribution costs should flow-through to pricing, although with a lag.

Tax reform and the acquisition of Aggregates USA will also support growth in earnings and in cash flow.

| | § | | Inclusive of Aggregates USA operations (~7 million tons), total aggregates shipments in the range of 200 million tons |

At December 31, [removed: 2017,] [added: 2018,] the estimated fair value of our long-term debt including current maturities was [removed: $3,024.8] [added: $2,695.8] million compared to a book value of [removed: $2,854.9] [added: $2,779.4] million.

The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately [removed: $236.9] [added: $236.1] million.

| Part II | [removed: 60] [added: 62] |

While floating-rate debt exposes us to rising interest rates, it is typically cheaper than issuing fixed-rate debt at any point in time but can become more expensive than previously issued fixed-rate debt.

However, a rising interest rate environment is not necessarily harmful to our financial results.

Vulcan Materials Company, a New Jersey corporation, [added: operates primarily in the U.S. and] is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete.

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: 375] [added: 351] active aggregates facilities, [removed: 64] [added: 67] asphalt facilities and [removed: 57] [added: 46] concrete facilities.

[removed: Aggregates] [added: Our strategy and competitive advantage] are [added: based on our strength in aggregates which are] used in most types of construction and in the production of asphalt mix and ready-mixed concrete.

Our [removed: materials] [added: products] are used to build the roads, tunnels, bridges, railroads and airports that connect us, and to build the hospitals, schools, shopping centers, factories and places of worship that are essential to our lives and the economy.

[removed: TAKE ADVANTAGE OF SIZE AND SCALE:] Each aggregates operation is [added: also] unique because of its location within a local market [removed: with] [added: and its] particular geological characteristics.

[added: TAKE ADVANTAGE OF SIZE AND SCALE:] We are the largest aggregates supplier in the U.S. Our [removed: 375] [added: 351] active aggregates facilities as of December 31, [removed: 2017,] [added: 2018] provide opportunities to standardize operating practices and procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally.

Demand for [added: our products is dependent on] construction [removed: aggregates] [added: activity and] correlates positively with changes in population growth, household formation and employment.

We have pursued a strategy to increase our presence in U.S. metropolitan areas that are expected to grow the most [removed: rapidly.][added: rapidly and by divesting assets that are no longer considered part of our long-term growth strategy.]

Our [removed: strategic locations serve] [added: coast-to-coast footprint serves] 19 of the top 25 highest-growth U.S. metropolitan areas in 20 states plus the District of Columbia.

][added: 4](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg001.jpg)]

][added: 6](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg002.jpg)]

Source: Moody’s Analytics as of December [removed: 13, 2017][added: 14, 2018]

| | § | | Operating Efficiency and Leverage — We focus on rigorous cost management throughout the economic cycle. Small savings per ton add up to significant cost reductions. We are operating a capital-intensive business well below full capacity and are extremely well positioned to further leverage fixed costs [removed: to] [added: on incremental] sales as we move forward. |

We manage these factors [removed: locally,] [added: locally] and align our talent and incentives accordingly.

[removed: EFFECTIVE] LAND MANAGEMENT

PORTFOLIO MANAGEMENT [added: AND CAPITAL ALLOCATION]

| | VULCAN’S TOP TEN REVENUE PRODUCING STATES IN [removed: 2017] [added: 2018] | | | | | | | | | | | |

| | 5. | Georgia | | | | 10. | | [removed: Illinois] [added: Alabama] | | | | |

Our top ten revenue producing states accounted for [removed: 85%] [added: 86%] of our [removed: 2017] [added: 2018] revenues while our top five accounted for [removed: 60%.][added: 61%.]

| | 1. | | Aggregates – [removed: 73%] [added: 74%] of [removed: 2017’s] [added: 2018’s] total revenues and [removed: 86%] [added: 90%] of gross profit |

| | 2. | | Asphalt – [removed: 16%] [added: 17%] of [removed: 2017’s] [added: 2018’s] total revenues and [removed: 9%] [added: 5%] of gross profit |

| | 3. | | Concrete – [removed: 11%] [added: 9%] of [removed: 2017’s] [added: 2018’s] total revenues and 5% of gross profit |

| | 4. | | Calcium – less than 1% of [removed: 2017’s] [added: 2018’s] total revenues and less than 1% of gross profit |

| | § | | Limited product substitution: There are limited substitutes for quality aggregates. Recycled concrete and asphalt have certain applications as a lower-cost alternative to virgin aggregates. However, [removed: due to technical specifications] many types of construction projects cannot be served by recycled concrete and require the use of virgin aggregates to meet [added: technical] specifications and performance-based criteria for durability, strength and other qualities. Moreover, the amount of recycled asphalt included in asphalt mix as a substitute for aggregates is limited due to specifications. |

| | § | | Highly fragmented industry: The U.S. aggregates industry is composed of over [removed: 5,700] [added: 5,800] companies that manage more than [removed: 10,000] [added: 10,600] operations. This fragmented structure provides many opportunities for consolidation. Companies in the industry commonly enter new markets or expand positions in existing markets through the acquisition of existing facilities. |

We have over [removed: 20,000] [added: 23,000] customers in 20 states, the District of Columbia, Mexico and the Bahamas.

| | § | | raw material inputs largely [removed: under our control:] [added: ControlLED:] Unlike typical industrial manufacturing industries, the aggregates industry does not require the input of raw material beyond owned or leased aggregates reserves. Stone, sand and gravel are naturally occurring resources. However, production does require the use of explosives, hydrocarbon fuels and electric power. |

| | § | | [removed: Local markets:] [added: Location of reserves:] Aggregates have a high weight-to-value ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials, rendering them uncompetitive compared to locally produced materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally [removed: available] [added: available,] high-quality aggregates. We serve these markets from quarries that have access to cost-effective long-haul transportation — shipping by barge and rail — and from our quarry on Mexico’s Yucatan Peninsula with our fleet of Panamax-class, self-unloading ships. |

][added: 2](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg003.jpg)]

Private sector construction (primarily residential and nonresidential buildings) typically is more affected by general economic cycles than [removed: publicly funded] [added: publicly-funded] projects (particularly highways, roads and bridges), which tend to receive more consistent levels of funding throughout economic cycles.

][added: 14](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg004.jpg)]

PUBLIC SECTOR CONSTRUCTION [added: MARKET]

In [removed: 2017, publicly funded] [added: 2018, publicly-funded] construction accounted for approximately [removed: 46%] [added: 44%] of our total aggregates shipments, and approximately [removed: 24%] [added: 23%] of our aggregates sales by volume were used in highway construction projects.

| | § | | Public Sector Funding: Generally, public sector construction spending is more stable than private sector construction spending; public sector spending is less sensitive to interest rates and [removed: spending] has historically been supported by multi-year laws, which provide certainty in funding amounts, program structures, and rules and regulations. Federal spending is governed by authorization, budget and appropriations laws. The level of state and local spending on infrastructure varies across the United States and depends on individual state needs and economies. [removed: In 2017, seven state legislatures voted to raise motor fuel taxes for transportation investments, bringing the total to 31 states since 2012. States are also raising revenues through one-time increases in revenues outside of fuel taxes. In the 2017 general election, voters in twenty states approved more than 80% of local transportation investment ballot measures; since 2007, 74% of more than 1,200 measures have been approved.] |

In states where we operate, we are [removed: well-positioned] [added: well positioned] to serve the large general contractors who will compete for new freight and other major capacity projects that will move forward with this FAST Act funding and policy implementation.

| | § | | [added: FEDERAL] WATER INFRASTRUCTURE: [removed: The] [added: In October 2018, President Trump signed America’s] Water Infrastructure [removed: Improvements for the Nation] Act of [removed: 2016 (WIIN), which we and numerous other business allies strongly supported, was signed] [added: 2018 (AWIA 2018)] into [removed: law in December 2016. This] [added: law. The new] law [removed: is the successor to] [added: includes] the Water Resources [removed: Reform and] Development Act of [removed: 2014 (WRRDA). It] [added: 2018 (WRDA 2018), which] reauthorizes needed investment in America’s ports, channels, locks, dams, and other infrastructure that supports the maritime and waterways transportation system and provides flood protection for communities. It also [removed: provides funding] [added: improves EPA programs for storm water, water recycling, and sewer overflow projects. Included in AWIA 2018 are improvements] to the Water Infrastructure [removed: Financing] [added: Finance] and Innovation Act [removed: (WIFIA),] [added: (WIFIA) program,] which was modeled after the highly popular TIFIA program in the surface transportation sector. Created in [removed: WRRDA,] [added: the Water Resources Reform and Development Act of 2014 (WRRDA 2014),] WIFIA [removed: will allow] [added: allows] for federal credit assistance to water resources projects in the form of low-cost loans, loan guarantees and lines of credit. |

Private sector CONSTRUCTION [added: MARKET]

In [removed: 2017,] [added: 2018,] privately-funded construction accounted for approximately [removed: 54%] [added: 56%] of our total aggregates shipments.

| | § | | Residential Construction: Household formations in [removed: our markets] [added: Vulcan-served states] continue to outpace household formations in the rest of the United States. The majority of residential construction is for single-family housing with the remainder consisting of multi-family construction (i.e., two family houses, apartment buildings and condominiums). Public housing comprises only a small portion of housing demand. Construction activity in this end market is influenced by the cost and availability of mortgage financing and builders’ ability to maintain skilled labor. |

In [removed: 2017,] [added: 2018,] total annual housing starts in the U.S. reached [removed: almost 1.3] [added: 1.35] million units.

Our strategy for long-term value creation is built on: (1) an aggregates\-focused business, (2) a disciplined approach to portfolio management and capital allocation, (3) a focus on continuous compounding improvement in profitability, (4) a holistic approach to land management, and (5) our commitment to safety, health and the environment.

We currently have 16.3 billion tons of permitted and proven or probable aggregates reserves.

These restrictions curtail expansion in certain areas, but they also increase the value of our reserves at existing locations.

During the period 2020 - 2030, Moody's Analytics projects that 80% of the U.S. population growth, 73% of household formation and 64% of new jobs will occur in Vulcan-served states.

The close proximity of our production facilities and our aggregates reserves to this projected population growth creates many opportunities to invest capital in high-return projects.

| | § | | portfolio management: Since becoming a public company in 1957, Vulcan has principally grown by mergers and acquisitions. For example, in 1999 we acquired CalMat Co., thereby expanding our aggregates operations into California and Arizona and making us one of the nation’s leading producers of asphalt mix. In 2007, we acquired Florida Rock Industries, Inc. This acquisition expanded our aggregates business in Florida and our aggregates and ready-mixed concrete businesses in other Southeastern and Mid-Atlantic states. In 2017, we acquired Aggregates USA — this acquisition greatly expanded our ability to serve customers in Florida, Georgia and South Carolina. |

We closed seven additional acquisitions in 2017 that complement our existing positions in Arizona, California, Illinois, New Mexico, Tennessee, and Virginia.

From 2015 to 2017, we invested over $1.2 billion in acquisitions and internal projects for long-term growth, while further strengthening our portfolio through divestitures and swaps, including swapping our concrete operations in Arizona for asphalt operations in Arizona during 2017.

While an aggregates-focused business, we selectively make investments in downstream products that drive local market profitability.

During 2018, we entered the asphalt mix and construction paving markets in Alabama and expanded our asphalt operations and service offerings in Texas through the acquisition of several asphalt mix operations and construction paving businesses.

| | § | | capital allocation: Our long-term strategy around capital allocation has given us the ability to leverage decisions we have made over the past few years. During 2018, we reinvested $469.1 million into core operating, internal growth and maintenance capital expenditures, in addition to $459.6 million reinvested in 2017. These investments are fundamental actions that strengthen the business. They improve the longer-term efficiency, capacity and flexibility of our production, and they support our strong commitment to superior customer service. |

compounding improvement in profitability

Our focus on the following three major profit drivers has made us one of the most profitable public companies in the industry (as measured by aggregates gross profit per ton).

With approximately 240,000 acres in our land portfolio, a long-term holistic approach to preserving land and water is integral to sustaining our success.

From pre-mining to mining to reclamation, we are actively managing the entire life cycle of our land, creating maximum value for the business, our shareholders and our communities.

We are putting land to use before we mine by creating opportunities for agriculture and timber development.

After mining, our land and water assets will be converted to other valuable uses including drinking water reservoirs, aquifer recharge basins, public parks, habitat mitigation banks, wetlands, productive farmland and residential and commercial developments.

Because of the evolving needs of our communities, we listen to and collaborate with our neighbors to prepare the land for its highest and best use after mining is complete.

Our work with state, regional and local governments to develop solutions today will benefit future generations.

SAFETY, HEALTH AND THE ENVIRONMENT

A strategy for sustainable, long-term value creation must include doing right by your employees, your neighbors and the environment in which you operate.

We are a leader in our industry in safety performance by applying the shared experiences, expertise and resources at each of our locally led sites with an emphasis on taking care of one another.

We focus on our environmental stewardship programs with the same intensity that we bring to our health and safety initiatives.

And, our community relations programs serve our neighbors, while ensuring that we grow and thrive in the communities where we operate.

AGGREGATES INDUSTRY

| | § | | STATE AND LOCAL TRANSPORTATION FUNDING: Since 2012, 31 states have approved plans to increase revenues for transportation investment through motor fuel tax increases, revenues outside of fuel taxes, and one-time increases; 13 of those states, representing 81% of our 2018 revenues, are in Vulcan’s footprint. In 2017 alone, 7 state legislatures voted to raise motor fuel taxes for transportation investment. |

In the November 2018 general election, voters in 31 states approved 79% of 352 state and local transportation funding ballot measures.

Major transportation funding measures in Vulcan-served areas are estimated to result in $30 billion in revenues and bond proceeds primarily dedicated to roads, streets and bridges.

Including 2018, voters have approved 78% of nearly 1,700 transportation investment ballot measures since 2009.

In addition, the Bipartisan Budget Act of 2018 added approximately $2 billion per year to base highway programs in 2018 and 2019.

In addition to these regular authorizations, $89.3 billion in immediate federal emergency supplemental appropriations was provided for disaster recovery in the Bipartisan Budget Act of 2018 for hurricane-affected areas in Florida, Louisiana, Texas and other states.

A portion of these funds will be directed to long-term and short-term U.S. Army Corps of Engineers-supported flood control and other water resources construction projects as well as additional infrastructure projects that use aggregates and related materials.

In June 2018, we strengthened our asphalt position in Texas by acquiring additional asphalt mix operations and a construction paving business.

In March 2018, we entered the Alabama asphalt market through the acquisition of an aggregates, asphalt mix and construction paving business.

In January 2017, we entered the Tennessee asphalt market through the acquisition of several asphalt mix operations and a construction paving business.

For additional details, see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data.”

In March 2018, we exited the Georgia ready-mixed concrete market (we retained all real property which is leased to the buyer, and obtained a long-term aggregates supply agreement).

| Vulcan Materials Company | | | | | | $ 100.00 | | | $ 111.00 | | | $ 161.06 | | | $ 213.73 | | | $ 220.99 | | | $ 171.71 | |

| S&P 500 | | | | | | $ 100.00 | | | $ 113.70 | | | $ 115.29 | | | $ 129.13 | | | $ 157.28 | | | $ 150.36 | |

| Wilshire 5000 M&S | | | | | | $ 100.00 | | | $ 108.30 | | | $ 113.50 | | | $ 126.44 | | | $ 161.33 | | | $ 149.23 | |

We operate primarily in the U.S. and are the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of asphalt mix and ready-mixed concrete.

Our strategy and competitive advantage are based on our strength in aggregates.

business strategies

Our business strategies include: (1) aggregates focus, (2) coast-to-coast footprint, (3) profitable growth, (4) managing volume, product mix and price to grow profitability, and (5) effective land management.

Aggregates operations have flexible production capabilities and, other than energy inputs required to process the materials, require virtually no other raw material.

| | |

| --- | --- |

COAST-TO-COAST FOOTPRINT

PROFITABLE GROWTH

Our long-term growth is a result of strategic acquisitions and investments in key operations.

Strategic acquisitions AND DISPOSITIONS: Since becoming a public company in 1957, Vulcan has principally grown by mergers and acquisitions.

For example, in 1999 we acquired CalMat Co., thereby expanding our aggregates operations into California and Arizona and making us one of the nation’s leading producers of asphalt mix.

In 2007, we acquired Florida Rock Industries, Inc., the largest acquisition in our history.

This acquisition expanded our aggregates business in Florida and our aggregates and ready-mixed concrete businesses in other southeastern and mid-Atlantic states.

In 2017, we made a number of bolt-on acquisitions, making attractive additions to our coast-to-coast footprint in states ranging from Georgia to California and up to Illinois and Virginia.

We added approximately 615 million tons of proven and probable reserves to our leading reserve base, further strengthened our best-in-class aggregates distribution network (adding 16 new rail yards in our Florida, Georgia and South Carolina markets) and added asphalt operations in Tennessee to take further advantage of our strong aggregates position.

| | § | | Reinvestment opportunities with high returns: Demand for our products is dependent on construction activity and correlates positively with changes in population growth, household formation and employment. During the period 2018 - 2028, Moody's Analytics projects that 79% of the U.S. population growth, 70% of household formation and 64% of new jobs will occur in Vulcan-served states. The close proximity of our production facilities and our aggregates reserves to this projected population growth creates many opportunities to invest capital in high-return projects — projects that will add reserves, increase production capacity and decrease costs. |

MANAGING VOLUME, PRODUCT MIX AND PRICE TO GROW PROFITABILITY

We focus on three major profit drivers that must be managed in combination.

We own or lease well over 200,000 acres of land, and we manage it carefully throughout all phases of its productive use.

We believe that effective land management is both a business strategy and a social responsibility that contributes to our success.

As a land-based company, we feel a special responsibility to the environment and the communities around us.

Good stewardship requires the careful use of existing resources as well as long-term planning because mining, ultimately, is an interim use of the land.

Therefore, we strive to achieve a balance between the value we create through our mining activities and the value we create through effective post-mining land management.

We continue to focus our actions on prudent decisions regarding the life cycle management of the land we own.

Our aggregates reserves are strategically located throughout the United States in areas that are projected to grow faster than the national average and that require large amounts of aggregates to meet construction demand.

Vulcan-served states are estimated to generate 79% of the total growth in U.S. population and 70% of the total growth in U.S. household formations between 2018 and 2028.

We take a disciplined approach to strengthening our footprint by increasing our presence in U.S. metropolitan areas that are expected to grow more rapidly and by divesting assets that are no longer considered part of our long-term growth strategy.

In 2017, we swapped our concrete operations in Arizona for strategic asphalt operations also in Arizona.

Additionally, we strengthened our positions in our top ten revenue producing states via bolt-on acquisitions in California, Texas, Virginia, Tennessee, Georgia, Florida, Arizona, South Carolina and Illinois.

| | § | | Location of reserves: We currently have 16.0 billion tons of permitted and proven or probable aggregates reserves. The bulk of these reserves are located in areas where we expect greater than average rates of growth in population, jobs and households, which require new infrastructure, housing, offices, schools and other development. Zoning and permitting regulations in some markets have made it increasingly difficult for the aggregates industry to expand existing quarries or to develop new quarries. These restrictions curtail expansion in certain areas, but they also increase the value of our reserves at existing locations. |

We operate an extensive logistics network along the U.S. Gulf Coast and the Eastern Seaboard as shown below:

Federal spending for highways is supported by $208 billion in excise taxes on gasoline and diesel fuels, taxes on heavy truck sales and use, and heavy truck tire taxes and by a $70 billion transfer of general funds to the Federal Highway Trust Fund.

Nonresidential construction is expected to continue to be a stable source of volume growth in 2018 based on the following assumptions: (1) continuing employment growth should provide support, as it has in the past, (2) current backlogs that our customers, industry groups and outside economists are reporting should continue to be a source of demand, and (3) with a stable tax base, local governments should use funds to make capital investments in schools and other public nonresidential facilities to meet the needs of a growing population.

Housing starts were particularly robust in our markets, which grew at almost twice the rate of the nation as a whole.

The consistent growth in residential construction bodes well for continued recovery in our markets.

In May 2015, we entered the Arizona ready-mixed concrete market through the acquisition of ready-mixed concrete operations in conjunction with the acquisition of aggregates operations in Arizona and New Mexico.

In January 2015, we swapped our ready-mixed concrete operations in California for asphalt mix operations, primarily in Arizona.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, positions and ages, as of February 20, 2018, of our executive officers are as follows:

We were not subject to any penalties in [removed: 2017] [added: 2018] for failure to disclose transactions identified by the Internal Revenue Service as abusive under Internal Revenue Code Section 6707A.

| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, [removed: 2017] [added: 2018] Commission file number: 001-33841 VULCAN MATERIALS COMPANY (Exact Name of Registrant as Specified in Its Charter) | | |

| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [removed: ☒] [added: ☑] No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No [removed: ☒] [added: ☑] 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 [removed: ☒] [added: ☑] No ☐ Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] 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 [removed: and post] such files). Yes [removed: ☒] [added: ☑] No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: ☒] [added: ☑] 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 [removed: "large] [added: “large] accelerated [removed: filer," "accelerated filer," "smaller] [added: filer,” “accelerated filer,” “smaller] reporting [removed: company"] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act (Check one):] [added: Act.] Large accelerated filer [removed: ☒] [added: ☑] Accelerated filer ☐ Smaller reporting company ☐ Non-accelerated filer ☐ [removed: (Do not check if a smaller reporting company)] Emerging growth company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No [removed: ☒] [added: ☑] | | |

| Aggregate market value of voting and non-voting common stock held by non-affiliates as of June [removed: 30, 2017:] [added: 29, 2018:] | [removed: $16,712,817,912] [added: $17,035,024,582] |

| Number of shares of common stock, $1.00 par value, outstanding as of February [removed: 13, 2018:] [added: 12, 2019:] | [removed: 132,482,375] [added: 131,830,868] |

| Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May [removed: 11, 2018,] [added: 10, 2019,] are incorporated by reference into Part III of this Annual Report on Form 10-K. | |

| VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-k fISCAL YEAR ENDED DECEMBER 31, [removed: 2017] [added: 2018] CONTENTs | | | |

| | 1A | [Risk Factors](#PartI_Item1A) | [removed: 18] [added: 17] |

| | 1B | [Unresolved Staff Comments](#PartI_Item1B) | [removed: 21] [added: 20] |

| | 2 | [Properties](#PartI_Item2) | [removed: 22] [added: 21] |

| | 3 | [Legal Proceedings](#PartI_Item3) | [removed: 25] [added: 24] |

| | 4 | [Mine Safety Disclosures](#PartI_Item4) | [removed: 25] [added: 24] |

| II | 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#PartII_Item5) | [removed: 26] [added: 27] |

| | 6 | [Selected Financial Data](#PartII_Item6) | [removed: 27] [added: 28] |

| | 7 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#PartII_Item7) | [removed: 28] [added: 29] |

| | 7A | [Quantitative and Qualitative Disclosures about Market Risk](#PartII_Item7A) | [removed: 60] [added: 62] |

| | 8 | [Financial Statements and Supplementary Data](#PartII_Item8) | [removed: 61] [added: 63] |

| | 9 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#PartII_Item9) | [removed: 116] [added: 118] |

| | 9A | [Controls and Procedures](#PartII_Item9A) | [removed: 116] [added: 118] |

| | 9B | [Other Information](#PartII_Item9B) | [removed: 118] [added: 120] |

| III | 10 | [Directors, Executive Officers and Corporate Governance](#PartIII_Item10) | [removed: 119] [added: 121] |

| | 11 | [Executive Compensation](#PartIII_Item11) | [removed: 119] [added: 121] |

| | 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#PartIII_Item12) | [removed: 119] [added: 121] |

| | 13 | [Certain Relationships and Related Transactions, and Director Independence](#PartIII_Item13) | [removed: 119] [added: 121] |

| | 14 | [Principal Accounting Fees and Services](#PartIII_Item14) | [removed: 119] [added: 121] |

| IV | 15 | [Exhibits and Financial Statement Schedules](#PartIV_Item15) | [removed: 120] [added: 122] |

| | 16 | [Form 10-K Summary](#PartIV_Item16) | [removed: 120] [added: 127] |

| | § | | the increasing reliance on information technology infrastructure for our ticketing, procurement, financial statements and other processes could adversely affect operations in the event that the infrastructure does not work as intended or experiences technical difficulties or is subjected to [removed: cyber attacks] [added: cyber-attacks] |

| | § | | weather and other natural [removed: phenomena] [added: phenomena, including the impact of climate change] |

| | § | | the effect of changes in tax laws, guidance and interpretations, including those related to the Tax Cuts and Jobs Act that was enacted [removed: on] [added: in] December [removed: 22,] 2017 |

| | § | | [removed: changing technologies] [added: changes in technologies, which] could disrupt the way we do business and how our products are distributed |

10-K 1 vmc-20181231x10k.htm 10-K

| | | [Executive Officers of the Registrant](#Executive_Officers) | 25 |

| | — | [Signatures](#Signatures) | 128 |

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

10-K 1 vmc-20171231x10k.htm 10-K

| | — | [Signatures](#Signatures) | 121 |

| | § | | the potential of goodwill or long-lived asset impairment |

| Part I | [removed: 21] [added: 20] |

][added: 5](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg005.jpg)]

Our current estimate of [removed: 16.0] [added: 16.3] billion tons of proven and probable aggregates reserves reflects an increase of [removed: 0.5] [added: 0.3] billion tons from the prior year’s estimate.

Estimates of reserves are of recoverable stone, sand and gravel of suitable quality for economic extraction, based on drilling and studies by our geologists and engineers, recognizing reasonable economic and operating [removed: restraints] [added: constraints] as to maximum depth of overburden and stone excavation, and subject to permit or other restrictions.

Reported proven and probable reserves include only quantities that are owned in fee or under lease, and for which all appropriate zoning and permitting have been [removed: obtained.][added: obtained through permit, contract or grandfathered status.]

The [removed: 16.0] [added: 16.3] billion tons of estimated proven and probable aggregates reserves reported at the end of [removed: 2017] [added: 2018] include reserves at inactive and greenfield (undeveloped) sites.

The table below presents, by division, the tons of proven and probable aggregates reserves as of December 31, [removed: 2017] [added: 2018] and the types of facilities operated.

| | | | (millions of tons) | | | | | | | | | | | | [removed: Number] [added: Count] of Aggregates Operating Facilities 2 | | | | | | | |

| | | | Aggregates Reserves | | | | | | | | | [removed: 2017] [added: 2018] | | | | | | Sand and | | | | |

| Southern Gulf Coast | | | [removed: 1,252.3] | | | [removed: 30.3] | | | [removed: 1,282.6] | | | [removed: 13.2] | | | [removed: 20] [added: 3] | | | [removed: 1] [added: 0] | | | [removed: 23] [added: 0] | |

| 2 | In addition to the facilities included in the table above, we operated [removed: 36] [added: 30] recycled concrete plants which are not dependent on reserves. | |

| 3 | Includes a maximum of [removed: 352.0] [added: 340.1] million tons of reserves encumbered by volumetric production payments as defined in Note [removed: 1 "Summary of Significant Accounting Policies"] [added: 2 “Revenues”] in Item 8 [removed: "Financial] [added: “Financial] Statements and Supplementary [removed: Data" under the caption Deferred Revenue.] [added: Data.”] | |

Of the [removed: 16.0] [added: 16.3] billion tons of aggregates reserves at December 31, [removed: 2017, 8.9] [added: 2018, 9.0] billion tons or [removed: 56%] [added: 55%] are located on owned land and [removed: 7.1] [added: 7.3] billion tons or [removed: 44%] [added: 45%] are located on leased land.

None of our aggregates facilities, other than Playa del Carmen, contributed more than 5% to our total revenues in [removed: 2017.][added: 2018.]

| Playa del Carmen (Cancun), Mexico | | | | | | | | | | [removed: 566.8] [added: 554.2] | | | 0.0 | | | [removed: 566.8] [added: 554.2] | | | [removed: 11.5] [added: 12.7] | |

| Hanover (Harrisburg), Pennsylvania | | | | | | | | | | [removed: 229.1] [added: 226.3] | | | 236.4 | | | [removed: 465.5] [added: 462.7] | | | [removed: 2.8] [added: 2.7] | |

| McCook (Chicago), Illinois | | | | | | | | | | [removed: 110.3] [added: 105.8] | | | 266.5 | | | [removed: 376.8] [added: 372.3] | | | [removed: 4.0] [added: 5.0] | |

| Corona (Los Angeles), California | | | | | | | | | | [removed: 15.0] [added: 12.5] | | | [removed: 321.5] [added: 321.8] | | | [removed: 336.5] [added: 334.3] | | | 2.2 | |

| Postell (Macon), Georgia | | | | | | | | | | [removed: 199.1] [added: 195.3] | | | 72.3 | | | [removed: 271.4] [added: 267.6] | | | [removed: 5.0] [added: 3.8] | |

| Gold Hill (Charlotte), North Carolina | | | | | | | | | | [removed: 149.7] [added: 148.6] | | | 121.2 | | | [removed: 270.9] [added: 269.8] | | | 1.0 | |

| San Emidio (Bakersfield), California | | | | | | | | | | 250.0 | | | 0.0 | | | 250.0 | | | [removed: 1.3] [added: 1.4] | |

| Macon, Georgia | | | | | | | | | | [removed: 121.0] [added: 119.2] | | | 128.0 | | | [removed: 249.0] [added: 247.2] | | | 1.8 | |

| Norcross (Atlanta), Georgia | | | | | | | | | | [removed: 189.7] [added: 186.9] | | | 27.7 | | | [removed: 217.4] [added: 214.6] | | | [removed: 3.0] [added: 2.8] | |

As of December 31, [removed: 2017,] [added: 2018,] we operated a number of facilities producing asphalt mix, ready-mixed concrete and calcium in several of our divisions as reflected in the table below:

| Mideast | | | | | | | | | | | | | | | 0 | | | [removed: 32] [added: 31] | | | 0 | |

| Southeast | | | | | | | | | | | | | | | 0 | | | [removed: 10] [added: 1] | | | 1 | |

| Southwest | | | | | | | | | | | | | | | [removed: 11] [added: 13] | | | [removed: 8] [added: 7] | | | 0 | |

| Western | | | | | | | | | | | | | | | [removed: 22] [added: 20] | | | 5 | | | 0 | |

| 2 | [removed: Central Division] Asphalt [removed: is] [added: facilities for the Central, Southern Gulf Coast and Southwest Divisions are] comprised of asphalt mix facilities and [removed: a] construction paving [removed: business.] [added: businesses.] |

| 3 | Southeast Division Concrete is comprised of [added: a] ready-mixed concrete [removed: facilities and 1 block plant.] [added: plant in the Bahamas.] |

The Brooksville limestone quarry has an average calcium carbonate (CaCO3) content of [removed: 95%.][added: 97%.]

| Part I | [removed: 24] [added: 21] |

| Central | | | 2,875.6 | | | 859.9 | | | 3,735.5 | | | 38.3 | | | 53 | | | 5 | | | 9 | |

| International | | | 554.2 | | | 0.0 | | | 554.2 | | | 12.7 | | | 1 | | | 0 | | | 0 | |

| Mideast | | | 2,519.9 | | | 988.8 | | | 3,508.7 | | | 35.4 | | | 34 | | | 5 | | | 22 | |

| Mountain West | | | 177.0 | | | 125.8 | | | 302.8 | | | 9.4 | | | 2 | | | 12 | | | 2 | |

| Southeast 3 | | | 3,067.1 | | | 882.5 | | | 3,949.6 | | | 49.8 | | | 43 | | | 11 | | | 22 | |

| Southern Gulf Coast | | | 1,326.8 | | | 45.4 | | | 1,372.2 | | | 16.3 | | | 22 | | | 0 | | | 19 | |

| Southwest | | | 1,322.4 | | | 0.0 | | | 1,322.4 | | | 22.5 | | | 15 | | | 1 | | | 23 | |

| Western | | | 1,033.6 | | | 504.1 | | | 1,537.7 | | | 22.2 | | | 5 | | | 13 | | | 2 | |

| Total | | | 12,876.6 | | | 3,406.5 | | | 16,283.1 | | | 206.6 | | | 175 | | | 47 | | | 99 | |

| | | | | | | | | | | Reserves at 12/31/2018 | | | | | | | | | 2018 | |

| 1604 Stone (San Antonio), Texas | | | | | | | | | | 208.1 | | | 0.0 | | | 208.1 | | | 1.4 | |

| Total | | | | | | | | | | | | | | | 67 | | | 46 | | | 1 | |

| 1 | International Division has no asphalt, concrete or calcium facilities. |

| | | | | | | | | | | | | Reserves at 12/31/2018 | | | | | | | | | 2018 | |

| Brooksville | | | | | | | | | | | | 5.0 | | | 7.2 | | | 12.2 | | | 0.3 | |

| Central | | | 2,942.2 | | | 894.2 | | | 3,836.4 | | | 34.8 | | | 58 | | | 5 | | | 12 | |

| International | | | 566.8 | | | 0.0 | | | 566.8 | | | 11.5 | | | 1 | | | 0 | | | 0 | |

| Mideast | | | 2,443.2 | | | 1,003.7 | | | 3,446.9 | | | 35.3 | | | 35 | | | 6 | | | 23 | |

| Mountain West | | | 183.5 | | | 126.6 | | | 310.1 | | | 7.6 | | | 2 | | | 15 | | | 2 | |

| Southeast 3 | | | 3,109.4 | | | 871.5 | | | 3,980.9 | | | 41.5 | | | 43 | | | 13 | | | 24 | |

| Southwest | | | 1,229.5 | | | 9.5 | | | 1,239.0 | | | 20.7 | | | 15 | | | 1 | | | 19 | |

| Western | | | 797.5 | | | 503.7 | | | 1,301.2 | | | 20.4 | | | 6 | | | 13 | | | 2 | |

| Total | | | 12,524.4 | | | 3,439.5 | | | 15,963.9 | | | 185.0 | | | 180 | | | 54 | | | 105 | |

| | | | | | | | | | | Reserves at 12/31/2017 | | | | | | | | | 2017 | |

| DeKalb (Chicago), Illinois | | | | | | | | | | 108.1 | | | 150.0 | | | 258.1 | | | 0.3 | |

| 1 | International and Southern Gulf Coast Divisions have no asphalt, concrete or calcium facilities. |

| | | | | | | | | | | | | Reserves at 12/31/2017 | | | | | | | | | 2017 | |

| Brooksville | | | | | | | | | | | | 5.3 | | | 7.1 | | | 12.4 | | | 0.3 | |

| Part I | 24 |

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, positions and ages, as of February 20, 2019, of our executive officers are as follows:

| __ | | |

| --- | --- | --- |

| Name | Position | Age |

| J. Thomas Hill | Chairman, President and Chief Executive Officer | 59 |

| Suzanne H. Wood | Senior Vice President and Chief Financial Officer | 58 |

| Stanley G. Bass | Chief Growth Officer | 57 |

| Michael R. Mills | Chief Administrative Officer | 58 |

| Thompson S. Baker II | Senior Vice President | 60 |

| Jerry F. Perkins Jr. | General Counsel and Secretary | 49 |

| Randy L. Pigg | Vice President, Controller and Principal Accounting Officer | 46 |

| David P. Clement 1 | President, Central Division | 58 |

| C. Brockway Lodge, Jr. 1 | President, Western Division | 46 |

| | | |

| --- | --- | --- |

| 1 | These Division Presidents are designated as Executive Officers as a result of their significant policy-making function and direct reporting relationship to J. Thomas Hill. | |

The principal occupations of the executive officers during the past five years are set forth below:

J.

Thomas Hill was elected Chairman of the Board of Directors effective January 1, 2016.

He was elected President and Chief Executive Officer in July 2014.

Prior to that, he served as Executive Vice President and Chief Operating Officer (January 2014 – July 2014), Senior Vice President – South Region (December 2011 – December 2013).

Prior to that, he served in a number of positions with Vulcan including President, Florida Rock Division (September 2010 – December 2011).

Suzanne H.

Wood was elected Senior Vice President, Chief Financial Officer effective September 2018.

From 2012 to 2018, she served as Group Finance Director and Chief Financial Officer of Ashtead Group plc, a FTSE 50 international equipment rental company serving the construction industry and other markets.

Prior to that, she was Executive Vice President and Chief Financial Officer of Sunbelt Rentals, Inc., the North American subsidiary of Ashtead Group plc.

A certified public accountant, she also previously held Chief Financial Officer positions at Tultex Corporation and Oakwood Homes Corporation.

She currently serves on the board of directors and audit committee of RELX Group, a FTSE 50 global professional information and analytics company.

Stanley G.

Bass was elected Chief Growth Officer in February 2016.

He served as Senior Vice President – Western and Mountain West Divisions from January 2015 to February 2016.

He served as Senior Vice President – West Region from September 2013 to December 2014.

Prior to that, he served as Senior Vice President – Central and West Regions (February 2013 – September 2013), Senior Vice President – Central Region (December 2011 – February 2013).

Prior to that, he served in a number of positions with Vulcan including President, Midsouth and Southwest Divisions (September 2010 – December 2011).

Michael R.

Mills was elected Chief Administrative Officer in February 2016.

He served as Senior Vice President and General Counsel from November 2012 to February 2016; and as Senior Vice President – East Region from December 2011 to October 2012.

Prior to that, he was President, Southeast Division.

As of February [removed: 13, 2018,] [added: 12, 2019,] the number of shareholders of record was [removed: 2,714.][added: 2,601.]

Purchases of our equity securities during the quarter ended December 31, [removed: 2017] [added: 2018] are summarized below.

| 1 | On February 10, [removed: 2006,] [added: 2017,] our Board of Directors authorized us to purchase up to [removed: 10,000,000] [added: 8,243,243] shares of our common [removed: stock. On February 10, 2017, there were 1,756,757 shares remaining under this authorization, and our Board of Directors authorized us to purchase an additional 8,243,243 shares] [added: stock] to refresh the number of shares we [removed: are] [added: were] authorized to purchase to 10,000,000. As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 9,489,717] [added: 8,297,789] shares remaining under this authorization. Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or through privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time. | |

We did not have any unregistered sales of equity securities during the fourth quarter of [removed: 2017.][added: 2018.]

| Part II | [removed: 26] [added: 27] |

| 2018 | | | | | | | | | | | |

| Oct 1 - Oct 31 | 0 | | | $ 0.00 | | | 0 | | | 8,623,227 | |

| Nov 1 - Nov 30 | 325,438 | | | $ 104.68 | | | 325,438 | | | 8,297,789 | |

| Dec 1 - Dec 31 | 0 | | | $ 0.00 | | | 0 | | | 8,297,789 | |

| Total | 325,438 | | | $ 104.68 | | | 325,438 | | | | |

The prices in the following table represent the high and low sales prices for our common stock as reported on the New York Stock Exchange and the quarterly dividends declared by our Board of Directors in 2017 and 2016.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Common Stock Prices | | | | | | Dividends | |

| | High | | | Low | | | Declared | |

| 2017 | | | | | | | | |

| First quarter | $ 136.82 | | | $ 108.95 | | | $ 0.25 | |

| Second quarter | $ 134.92 | | | $ 116.26 | | | $ 0.25 | |

| Third quarter | $ 130.12 | | | $ 111.77 | | | $ 0.25 | |

| Fourth quarter | $ 129.63 | | | $ 115.01 | | | $ 0.25 | |

| 2016 | | | | | | | | |

| First quarter | $ 106.78 | | | $ 78.83 | | | $ 0.20 | |

| Second quarter | $ 121.22 | | | $ 104.61 | | | $ 0.20 | |

| Third quarter | $ 127.20 | | | $ 106.42 | | | $ 0.20 | |

| Fourth quarter | $ 138.18 | | | $ 105.71 | | | $ 0.20 | |

The future payment of dividends is within the discretion of our Board of Directors and depends on our profitability, capital requirements, financial condition, business opportunities and other factors which our Board of Directors deems relevant.

We are not a party to any contracts or agreements that currently materially limit our ability to pay dividends.

On February 9, 2018, our Board declared a dividend of 28 cents per share for the first quarter of 2018.

This represents a 3 cent (12%) per share increase over the prior quarter.

| 2017 | | | | | | | | | | | |

| Oct 1 - Oct 31 | 0 | | | $ 0.00 | | | 0 | | | 9,489,717 | |

| Nov 1 - Nov 30 | 0 | | | $ 0.00 | | | 0 | | | 9,489,717 | |

| Dec 1 - Dec 31 | 0 | | | $ 0.00 | | | 0 | | | 9,489,717 | |

| Total | 0 | | | $ 0.00 | | | 0 | | | | |

| | | | | [added: 2018 | | |] 2017 | | | 2016 | | | 2015 | | | 2014 | | [removed: | 2013 | |]

| Total revenues | | | $ | [removed: 3,890.3] [added: 4,382.9] | | $ | [removed: 3,592.7] [added: 3,890.3] | | $ | [removed: 3,422.2] [added: 3,592.7] | | $ | [removed: 2,994.2] [added: 3,422.2] | | $ | [removed: 2,770.7] [added: 2,994.2] | |

| Gross profit [added: 1] | | | $ | [removed: 1,000.6] [added: 1,100.9] | | $ | [removed: 1,000.8] [added: 993.5] | | $ | [removed: 857.5] [added: 988.9] | | $ | [removed: 587.6] [added: 857.5] | | $ | [removed: 426.9] [added: 587.6] | |

| Gross profit margin | | | | [removed: 25.7%] [added: 25.1%] | | | [removed: 27.9%] [added: 25.5%] | | | [removed: 25.1%] [added: 27.5%] | | | [removed: 19.6%] [added: 25.1%] | | | [removed: 15.4%] [added: 19.6%] | |

| Earnings from continuing operations [removed: 1] [added: 2] | | | $ | [removed: 593.4] [added: 517.8] | | $ | [removed: 422.4] [added: 593.4] | | $ | [removed: 232.9] [added: 422.4] | | $ | [removed: 207.1] [added: 232.9] | | $ | [removed: 20.8] [added: 207.1] | |

| net of tax [removed: 2] [added: 3] | | | $ | [removed: 7.8] [added: (2.0)] | | $ | [removed: (2.9)] [added: 7.8] | | $ | [removed: (11.7)] [added: (2.9)] | | $ | [removed: (2.2)] [added: (11.7)] | | $ | [removed: 3.6] [added: (2.2)] | |

| Net earnings | | | $ | [removed: 601.2] [added: 515.8] | | $ | [removed: 419.5] [added: 601.2] | | $ | [removed: 221.2] [added: 419.5] | | $ | [removed: 204.9] [added: 221.2] | | $ | [removed: 24.4] [added: 204.9] | |

| Continuing operations | | | $ | [removed: 4.48] [added: 3.91] | | $ | [removed: 3.17] [added: 4.48] | | $ | [removed: 1.75] [added: 3.17] | | $ | [removed: 1.58] [added: 1.75] | | $ | [removed: 0.16] [added: 1.58] | |

| Discontinued operations | | | | [added: (0.01) | | |] 0.06 | | | (0.02) | | | (0.09) | | | (0.02) | | [removed: | 0.03 | |]

| Basic net earnings (loss) per share | | | $ | [removed: 4.54] [added: 3.90] | | $ | [removed: 3.15] [added: 4.54] | | $ | [removed: 1.66] [added: 3.15] | | $ | [removed: 1.56] [added: 1.66] | | $ | [removed: 0.19] [added: 1.56] | |

| Continuing operations | | | $ | [removed: 4.40] [added: 3.87] | | $ | [removed: 3.11] [added: 4.40] | | $ | [removed: 1.72] [added: 3.11] | | $ | [removed: 1.56] [added: 1.72] | | $ | [removed: 0.16] [added: 1.56] | |

| Discontinued operations | | | | [added: (0.02) | | |] 0.06 | | | (0.02) | | | (0.08) | | | (0.02) | | [removed: | 0.03 | |]

| Diluted net earnings (loss) per share | | | $ | [removed: 4.46] [added: 3.85] | | $ | [removed: 3.09] [added: 4.46] | | $ | [removed: 1.64] [added: 3.09] | | $ | [removed: 1.54] [added: 1.64] | | $ | [removed: 0.19] [added: 1.54] | |

| Cash and cash equivalents | | | $ | [removed: 141.6] [added: 40.0] | | $ | [removed: 259.0] [added: 141.6] | | $ | [removed: 284.1] [added: 259.0] | | $ | [removed: 141.3] [added: 284.1] | | $ | [removed: 193.7] [added: 141.3] | |

| Total assets | | | $ | [removed: 9,504.9] [added: 9,832.1] | | $ | [removed: 8,471.5] [added: 9,504.9] | | $ | [removed: 8,301.6] [added: 8,471.5] | | $ | [removed: 8,041.1] [added: 8,301.6] | | $ | [removed: 8,233.1] [added: 8,041.1] | |

| Working capital | | | $ | [removed: 737.2] [added: 476.6] | | $ | [removed: 764.9] [added: 737.2] | | $ | [removed: 731.1] [added: 764.9] | | $ | [removed: 468.6] [added: 731.1] | | $ | [removed: 652.4] [added: 468.6] | |

| Current maturities and short-term debt | | | $ | [removed: 41.4] [added: 133.0] | | $ | [removed: 0.1] [added: 41.4] | | $ | 0.1 | | $ | [removed: 150.1] [added: 0.1] | | $ | [removed: 0.2] [added: 150.1] | |

| Long-term debt | | | $ | [removed: 2,813.5] [added: 2,779.4] | | $ | [removed: 1,982.8] [added: 2,813.5] | | $ | [removed: 1,980.3] [added: 1,982.8] | | $ | [removed: 1,834.6] [added: 1,980.3] | | $ | [removed: 2,496.2] [added: 1,834.6] | |

| Equity | | | $ | [removed: 4,968.9] [added: 5,202.9] | | $ | [removed: 4,572.5] [added: 4,968.9] | | $ | [removed: 4,454.2] [added: 4,572.5] | | $ | [removed: 4,176.7] [added: 4,454.2] | | $ | [removed: 3,938.1] [added: 4,176.7] | |

| Cash dividends declared per share | | | $ | [removed: 1.00] [added: 1.12] | | $ | [removed: 0.80] [added: 1.00] | | $ | [removed: 0.40] [added: 0.80] | | $ | [removed: 0.22] [added: 0.40] | | $ | [removed: 0.04] [added: 0.22] | |

| [removed: 1] [added: 2] | Earnings from continuing operations for 2017 include pretax interest [removed: changes] [added: charges] of [removed: $148.0] [added: $153.1] million referable to debt purchases and $297.0 million of discrete net tax benefits. Earnings from continuing operations for 2014 include a pretax gain of $211.4 million referable to the sale of our [added: Florida] cement and concrete [removed: businesses in the Florida area.] [added: businesses.] |

| [removed: 2] [added: 3] | Discontinued operations include the results attributable to our former Chemicals business. |

| Part II | [removed: 27] [added: 28] |

| 1 | As a result of our first quarter 2018 adoption of ASU 2017-07 (see Note 1 “Summary of Significant Accounting Policies” in Item 8 “Financial Statements and Supplementary Data” under the caption New Accounting Standards), gross profit was reduced by $7.0 million and $11.9 million for the years ended December 31, 2017 and 2016, respectively. We have not revised years prior to 2016 as the impact is deemed as immaterial. |

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 27, 2018] [added: 26, 2019] expressed an unqualified opinion on the Company's internal control over financial reporting.

| Part II | [removed: 61] [added: 116] |

| | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | |

| Total revenues | $ [removed: 3,890,296] [added: 4,382,869] | | | $ [removed: 3,592,667] [added: 3,890,296] | | | $ [removed: 3,422,181] [added: 3,592,667] | |

| Gain on sale of property, plant & equipment and businesses | [removed: 17,827] [added: 14,944] | | | [removed: 15,431] [added: 17,827] | | | [removed: 9,927] [added: 15,431] | |

| Other operating expense, net | [removed: (47,362)] [added: (34,805)] | | | [removed: (21,680)] [added: (47,324)] | | | [removed: (30,838)] [added: (21,645)] | |

| Interest income | [removed: 4,437] [added: 554] | | | [removed: 807] [added: 4,437] | | | [removed: 345] [added: 807] | |

| Interest expense | [removed: 295,522] [added: 137,977] | | | [removed: 134,076] [added: 295,522] | | | [removed: 220,588] [added: 134,076] | |

| Earnings from continuing operations before income taxes | [removed: 361,316] [added: 623,290] | | | [removed: 547,257] [added: 361,316] | | | [removed: 327,857] [added: 547,257] | |

| Current | [removed: 354] [added: 40,516] | | | [removed: 94,254] [added: 354] | | | [removed: 89,340] [added: 94,254] | |

| Deferred | [removed: (232,429)] [added: 64,933] | | | [removed: 30,597] [added: (232,429)] | | | [removed: 5,603] [added: 30,597] | |

| Total income tax expense (benefit) | [removed: (232,075)] [added: 105,449] | | | [removed: 124,851] [added: (232,075)] | | | [removed: 94,943] [added: 124,851] | |

| Earnings from continuing operations | [removed: 593,391] [added: 517,841] | | | [removed: 422,406] [added: 593,391] | | | [removed: 232,914] [added: 422,406] | |

| Earnings (loss) on discontinued operations, net of tax [removed: (Note 2)] | [removed: 7,794] [added: (2,036)] | | | [removed: (2,915)] [added: 7,794] | | | [removed: (11,737)] [added: (2,915)] | |

| Net earnings | $ [removed: 601,185] [added: 515,805] | | | $ [removed: 419,491] [added: 601,185] | | | $ [removed: 221,177] [added: 419,491] | |

| Adjustment for funded status of benefit plans | [removed: (14,106)] [added: (207)] | | | [removed: (20,583)] [added: (14,106)] | | | [removed: 23,832] [added: (20,583)] | |

| Amortization of actuarial loss and prior service cost for benefit plans | [removed: 2,154] [added: 4,365] | | | [removed: 82] [added: 2,154] | | | [removed: 11,985] [added: 82] | |

| Other comprehensive income (loss) | [removed: (10,090)] [added: 6,880] | | | [removed: (19,307)] [added: (10,090)] | | | [removed: 41,645] [added: (19,307)] | |

| Comprehensive income | $ [removed: 591,095] [added: 522,685] | | | $ [removed: 400,184] [added: 591,095] | | | $ [removed: 262,822] [added: 400,184] | |

| Continuing operations | $ [removed: 4.48] [added: 3.91] | | | $ [removed: 3.17] [added: 4.48] | | | $ [removed: 1.75] [added: 3.17] | |

| Discontinued operations | [removed: 0.06] [added: (0.02)] | | | [removed: (0.02)] [added: 0.06] | | | [removed: (0.09)] [added: (0.02)] | |

| Net earnings | $ [removed: 4.54] [added: 3.90] | | | $ [removed: 3.15] [added: 4.54] | | | $ [removed: 1.66] [added: 3.15] | |

| Continuing operations | $ [removed: 4.40] [added: 3.87] | | | $ [removed: 3.11] [added: 4.40] | | | $ [removed: 1.72] [added: 3.11] | |

| Discontinued operations | [removed: 0.06] [added: (0.01)] | | | [removed: (0.02)] [added: 0.06] | | | [removed: (0.08)] [added: (0.02)] | |

| Net earnings | $ [removed: 4.46] [added: 3.85] | | | $ [removed: 3.09] [added: 4.46] | | | $ [removed: 1.64] [added: 3.09] | |

| Basic | [removed: 132,513] [added: 132,393] | | | [removed: 133,205] [added: 132,513] | | | [removed: 133,210] [added: 133,205] | |

| Assuming dilution | [removed: 134,878] [added: 133,926] | | | [removed: 135,790] [added: 134,878] | | | [removed: 135,093] [added: 135,790] | |

| Part II | [removed: 62] [added: 117] |

| | [added: 2018 | | |] 2017 | | | 2016 | |

| Cash and cash equivalents | $ [removed: 141,646] [added: 40,037] | | | $ [removed: 258,986] [added: 141,646] | |

| Restricted cash | [removed: 5,000] [added: 4,367] | | | [removed: 9,033] [added: 5,000] | |

| Other | [removed: 154,248] [added: 28,499] | | | [removed: 93,333] [added: 154,248] | |

| Inventories | [removed: 384,338] [added: 429,330] | | | [removed: 345,616] [added: 384,338] | |

| Total current assets | [removed: 1,180,101] [added: 1,079,145] | | | [removed: 1,137,182] [added: 1,180,101] | |

| Investments and long-term receivables | [removed: 35,115] [added: 44,615] | | | [removed: 39,226] [added: 35,115] | |

| Property, plant & equipment, net | [removed: 3,918,931] [added: 4,237,307] | | | [removed: 3,261,438] [added: 3,918,931] | |

| Goodwill | [removed: 3,122,321] [added: 3,165,396] | | | [removed: 3,094,824] [added: 3,122,321] | |

| Other intangible assets, net | [removed: 1,063,630] [added: 1,095,378] | | | [removed: 769,052] [added: 1,063,630] | |

/s/ DELOITTE & TOUCHE LLP

February 26, 2019

| Cost of revenues | 3,281,924 | | | 2,896,783 | | | 2,603,782 | |

| Gross profit | 1,100,945 | | | 993,513 | | | 988,885 | |

| Selling, administrative and general expenses | 333,371 | | | 324,972 | | | 316,769 | |

| Operating earnings | 747,713 | | | 639,044 | | | 665,902 | |

| Other nonoperating income, net | 13,000 | | | 13,357 | | | 14,624 | |

| Deferred gain on interest rate derivative | 2,496 | | | 0 | | | 0 | |

| Amortization of prior interest rate derivative loss | 226 | | | 1,862 | | | 1,194 | |

| | 2018 | | | 2017 | |

| 2018 — $2,090; 2017 — $2,649 | 512,279 | | | 434,089 | |

| Other current assets | 64,633 | | | 60,780 | |

| Short-term debt | 133,000 | | | 0 | |

| Net earnings | $ 515,805 | | | $ 601,185 | | | $ 419,491 | |

| Settlements of interest rate derivatives | 3,378 | | | 0 | | | 0 | |

| Cash dividends on common stock | 0 | | 0 | | | 0 | | (132,335) | | 0 | | | (132,335) | |

| Released stranded tax effects | | | | | | | | | | | | | | |

| ASU 2018-02 (Note 9) | 0 | | 0 | | | 0 | | 29,629 | | (29,629) | | | 0 | |

| Balances at January 1, 2018, due to | | | | | | | | | | | | | | |

| reclassification | 132,324 | | $ 132,324 | | | $ 2,805,587 | | $ 2,210,077 | | $ (179,095) | | | $ 4,968,893 | |

| Net earnings | 0 | | 0 | | | 0 | | 515,805 | | 0 | | | 515,805 | |

| common stock | (1,192) | | (1,192) | | | 0 | | (132,791) | | 0 | | | (133,983) | |

| Cash dividends on common stock | 0 | | 0 | | | 0 | | (148,109) | | 0 | | | (148,109) | |

| Balances at December 31, 2018 | 131,762 | | $ 131,762 | | | $ 2,798,486 | | $ 2,444,870 | | $ (172,215) | | | $ 5,202,903 | |

There were similar receivables of $106,980,000 ($106,000,000 related to 2017 federal estimated payments which were refunded early 2018) as of December 31, 2017.

| in thousands | | | 2018 | | | 2017 | |

| in thousands | | | 2018 | | | 2017 | |

| dollars in thousands | 2018 | | | 2017 | |

| 2019 | $ 20,529 | |

| 2020 | 15,232 | |

| 2021 | 11,615 | |

| 2022 | 6,360 | |

| 2023 | 3,665 | |

All of our share-based compensation awards are classified as equity awards.

Forfeitures are recognized as they occur.

| SOSARs 1 | | $ 3,376 | | | 1.4 | |

| Performance shares | | 14,250 | | | 1.6 | |

| Restricted shares | | 6,098 | | | 1.7 | |

Due to plan changes made in 2012 and 2013, annual pay increases and the per capita cost of healthcare benefits do not materially impact plan obligations.

| | § | | DISCOUNT RATES — We use a high-quality bond full yield curve approach (specific spot rates for each annual expected cash flow) to establish the discount rates at each measurement date. See Note 10 for the discount rates used for PBO, service cost, and interest cost calculations. |


February 27, 2018

| | |

| --- | --- |

| Cost of revenues | 2,889,735 | | | 2,591,850 | | | 2,564,648 | |

| Gross profit | 1,000,561 | | | 1,000,817 | | | 857,533 | |

| Selling, administrative and general expenses | 323,918 | | | 314,986 | | | 286,844 | |

| Operating earnings | 647,108 | | | 679,582 | | | 549,778 | |

| Other nonoperating income (expense), net | 5,293 | | | 944 | | | (1,678) | |

| Reclassification adjustment for cash flow hedges | 1,862 | | | 1,194 | | | 5,828 | |

| 2017 — $2,649; 2016 — $2,813 | 434,089 | | | 398,488 | |

| Prepaid expenses | 60,780 | | | 31,726 | |

| Excess tax benefits from share-based compensation | 0 | | | 0 | | | (18,376) | |

| Proceeds from exercise of stock options | 0 | | | 0 | | | 72,971 | |

| Excess tax benefits from share-based compensation | 0 | | | 0 | | | 18,376 | |

| Balances at December 31, 2014 | 131,907 | | $ 131,907 | | | $ 2,734,661 | | $ 1,471,845 | | $ (161,714) | | | $ 4,176,699 | |

| Net earnings | 0 | | 0 | | | 0 | | 221,177 | | 0 | | | 221,177 | |

| common stock | (228) | | (228) | | | 0 | | (21,247) | | 0 | | | (21,475) | |

| Excess tax benefits from | | | | | | | | | | | | | | |

| share-based compensation | 0 | | 0 | | | 18,376 | | 0 | | 0 | | | 18,376 | |

| ($0.40 per share) | 0 | | 0 | | | 0 | | (53,214) | | 0 | | | (53,214) | |

| ($0.80 per share) | 0 | | 0 | | | 0 | | (106,333) | | 0 | | | (106,333) | |

| ($1.00 per share) | 0 | | 0 | | | 0 | | (132,335) | | 0 | | | (132,335) | |

There were similar receivables of $10,201,000 as of December 31, 2016.

We periodically use derivative instruments to manage our mix of fixed-rate and floating-rate debt and to manage our exposure to currency exchange risk or price fluctuations on commodity energy sources consistent with our risk management policies.

| Equities | | | 0 | | | 10,033 | |

Assets subject to fair value measurement on a nonrecurring basis in 2017 and 2016 are summarized below:

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year ending December 31, 2017 | | | | | | Year ending December 31, 2016 | | | | |

| | | | | | | Impairment | | | | | | Impairment | |

| Other assets | | | 0 | | | 0 | | | 0 | | | 967 | |

| Totals | | | $ 0 | | | $ 0 | | | $ 0 | | | $ 10,506 | |

We recorded $10,506,000 of losses on impairment of long-lived assets in 2016 reducing the carrying value of these Aggregates segment assets to their estimated fair values of $0.

Fair value was estimated using a market approach (observed transactions involving comparable assets in similar locations).

During 2015, we recorded a $5,190,000 impairment loss related to exiting a lease for an aggregates site.

TOTAL REVENUES AND REVENUE RECOGNITION

Total revenues include sales of product and services to customers, net of any discounts and taxes, and freight and delivery revenues billed to customers.

Revenue for product sales is recognized at the time the selling price is fixed, the product's title is transferred to the buyer and collectibility of the sales proceeds is reasonably assured (typically occurs when finished products are shipped to the customer).

SALES TAXES

Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, [removed: 2017.][added: 2018.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2017.][added: 2018.]

No material changes were made during the fourth quarter of [removed: 2017] [added: 2018] to our internal control over financial reporting, nor have there been other factors that materially affect these controls.

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in [added: Securities] Exchange Act Rule 13a-15(f).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

We have audited the internal control over financial reporting of Vulcan Materials Company and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2017,] [added: 2018,] of the Company and our report dated February [removed: 27, 2018,] [added: 26, 2019,] expressed an unqualified opinion on those financial statements.

| Part II | 118 |

| /s/ DELOITTE & TOUCHE LLP |

| February 26, 2019 |

| Part II | 119 |

| Part II | 116 |

|  |

| February 27, 2018 |

| Part II | 117 |

| Part II | 120 |

| Part II | 118 |

On or about March 26, [removed: 2018,] [added: 2019,] we expect to file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (our [removed: “2018] [added: “2019] Proxy Statement”).

The information under the headings “Proposal 1 - Election of Directors,” “Corporate Governance of our Company and Practices of our Board of Directors,” and “General Information - Section 16(a) Beneficial Ownership Reporting Compliance” included in our [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Corporate Governance of our Company and Practices of our Board of Directors,” and “Compensation Committee Report” included in our [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

The information under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Equity Compensation Plans” and “Executive Compensation — Payments Upon Termination or Change in Control” included in our [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

The information under the heading “Corporate Governance of our Company and Practices of our Board of Directors” included in our [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

The information under the heading entitled “Independent Registered Public Accounting Firm” included in our [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

| Part III | [removed: 119] [added: 121] |

| 1208 | |

| 8 | |

| | Report of Independent Registered Public Accounting Firm | [removed: 61] [added: 63] | |

| | Consolidated Statements of Comprehensive Income | [removed: 62] [added: 64] | |

| | Consolidated Balance Sheets | [removed: 63] [added: 65] | |

| | Consolidated Statements of Cash Flows | [removed: 64] [added: 66] | |

| | Consolidated Statements of Equity | [removed: 65] [added: 67] | |

| | Notes to Consolidated Financial Statements | [removed: 66-115] [added: 68-117] | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit 2 | | | [Membership Interest Purchase Agreement, dated as of May 24, 2017, by and among Vulcan Construction Materials, LLC, Aggregates USA Holdings Sub, LLC, Aggregates USA, LLC, solely for limited purposes, SPO Partners II, L.P., and, solely for limited purposes, Vulcan Materials Company, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 25, 2017](http://www.sec.gov/Archives/edgar/data/1396009/000110465917035006/a17-14163_1ex2d1.htm) 1, 3 | | |

| Exhibit 3(a) | | | [Certificate of Incorporation (Restated 2007) of the Company (formerly known as Virginia Holdco, Inc.), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 16, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307015677/y42706kexv3w1.htm) | | |

| Exhibit 3(b) | | | [Amended and Restated By-Laws of the Company (as amended through February 13, 2015) filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K filed on February 27, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600915000005/vmc-20141231ex3b9f70846.htm) | | |

| Exhibit 4(a) | | | [Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307016528/y43970exv4w1.htm) | | |

| Exhibit 4(b) | | | [First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307016528/y43970exv4w2.htm) | | |

| | |

| --- | --- |

| | |

| Part IV | 122 |

| Exhibit 4(c) | | | [Second Supplemental Indenture, dated June 20, 2008 between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 20, 2008 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012308007104/y61418exv4w1.htm) | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit 4(d) | | | [Third Supplemental Indenture, dated February 3, 2009, between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007 filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K filed on March 2, 2009 1](http://www.sec.gov/Archives/edgar/data/1396009/000095014409001772/g17356exv10wxfy.htm) | | |

| Exhibit 4(e) | | | [Fourth Supplemental Indenture, dated June 14, 2011, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 15, 2011 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420411035837/v225938_ex4-1.htm) | | |

| Exhibit 4(f) | | | [Fifth Supplemental Indenture, dated March 30, 2015, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 30, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312515112082/d900347dex41.htm) | | |

| Exhibit 4(g) | | | [Sixth Supplemental Indenture, dated March 14, 2017, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517082077/d314722dex41.htm) | | |

| Exhibit 4(h) | | | [Seventh Supplemental Indenture, dated as of June 15, 2017, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2017](http://www.sec.gov/Archives/edgar/data/1396009/000119312517204791/d404900dex41.htm) 1 | | |

| Exhibit 4(i) | | | Indenture, dated as of May 1, 1991, by and between Legacy Vulcan Corp. (formerly Vulcan Materials Company) and First Trust of New York (as successor trustee to Morgan Guaranty Trust Company of New York) filed as Exhibit 4 to the Form S-3 on May 2, 1991 (Registration No. 33-40284) 1 | | |

| Exhibit 4(j) | | | [Supplemental Indenture No. 1, dated as of November 16, 2007, among the Company, Legacy Vulcan Corp. and The Bank of New York, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307015875/y427068kexv4w1.htm) | | |

| Exhibit 4(k) | | | [Supplemental Indenture No. 2, dated as of June 30, 2015, between Legacy Vulcan, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4(a) to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600915000030/vmc-20150630ex4a14b97ea.htm) | | |

| Exhibit 4(l) | | | [Term Loan Note, dated December 17, 2017, between Vulcan Materials Company and Bank of America, N.A., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517376623/d423227dex101.htm) | | |

| Exhibit 4(m) | | | [Guaranty Agreement, dated December 21, 2017, by each of the parties identified therein as Guarantors, each other subsidiary of Vulcan Materials Company that becomes a party thereto, and Bank of America, N.A., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517376623/d423227dex102.htm) | | |

| Exhibit 4(n) | | | [Eighth Supplemental Indenture, dated as of February 23, 2018, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2018 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312518056123/d514001dex41.htm) | | |

| Exhibit 4(o) | | | [Indenture, dated as of February 23, 2018, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 26, 2018 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312518057209/d539453dex41.htm) | | |

| Exhibit 4(p) | | | [Registration Rights Agreement, dated as of February 23, 2018, between Vulcan Materials Company and Goldman Sachs & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 26, 2018 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312518057209/d539453dex42.htm) | | |

| | |

| --- | --- |

| | |

| Part IV | 123 |

| Exhibit 10(a) | | | [Credit Agreement dated as of June 19, 2015 among the Company and SunTrust Bank as Administrative Agent, and other parties named therein filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420415038932/v414020_ex10-1.htm) | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit 10(b) | | | [Credit Agreement dated as of December 21, 2016 among the Company and SunTrust Bank, as Administrative Agent, and the Lenders and other parties named therein filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2016 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420416141021/v455520_ex10-1.htm) | | |

| Exhibit 10(c) | | | [Unfunded Supplemental Benefit Plan for Salaried Employees, as amended, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w4.htm) | | |

| Exhibit 10(d) | | | [Amendment No. 1 to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 7, 2014 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000114420414000953/v364833_ex10-1.htm) | | |

| Exhibit 10(e) | | | [Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as amended, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w5.htm) | | |

| Exhibit 10(f) | | | [The 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix C to Legacy Vulcan Corp.’s 2006 Proxy Statement on Schedule 14A filed on April 13, 2006 1,2](http://www.sec.gov/Archives/edgar/data/103973/000010397306000088/proxy2006.htm) | | |

| Exhibit 10(g) | | | [Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix A to the Company’s 2011 Proxy Statement on Schedule 14A filed March 31, 2011 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000114420411019107/v216860-def14a.htm) | | |

| Exhibit 10(h) | | | [Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company dated February 9, 2012, filed as Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 29, 2012 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000119312512089430/d257544dex10i.htm) | | |

| Exhibit 10(i) | | | [Restricted Stock Plan for Nonemployee Directors of the Company, as amended, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w6.htm) | | |

The exhibits required by Item 601 of Regulation S-K are either incorporated by reference herein or accompany this report.

See the Index to Exhibits set forth below.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February [removed: 27, 2018.][added: 26, 2019.]

| | ] [added: 1](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg027.jpg)] J. Thomas Hill Chairman, President and Chief Executive Officer |

| ] [added: 3](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg027.jpg)] J. Thomas Hill | Chairman, President and Chief Executive Officer (Principal Executive Officer) | February [removed: 27, 2018] [added: 26, 2019] |

|  John R. McPherson] [added: 36](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg028.jpg) Suzanne H. Wood] | [removed: Executive] [added: Senior] Vice President and Chief Financial [removed: and Strategy] Officer (Principal Financial Officer) | February [removed: 27, 2018] [added: 26, 2019] |

| [removed:  ______________________________________________ Ejaz A. Khan] [added:  Randy L. Pigg] | Vice President, Controller [removed: and Chief Information Officer] (Principal Accounting Officer) | February [removed: 27, 2018] [added: 26, 2019] |

| The following directors: Thomas A. Fanning O. B. Grayson Hall, Jr. Cynthia L. Hostetler Richard T. O'Brien James T. Prokopanko Kathleen L. Quirk David P. Steiner Lee J. Styslinger, III [removed: Kathleen Wilson-Thompson] | Director Director Director Director Director Director Director Director [removed: Director] | |

| ] [added: line](https://www.sec.gov/Archives/edgar/data/1396009/000139600919000021/vmc-20181231x10kg030.jpg)] Michael R. Mills Attorney-in-Fact | | February [removed: 27, 2018] [added: 26, 2019] |

We have chosen not to include an optional summary of the information required by this Form 10-K.

| Part IV | 127 |

| Part IV | 128 |

None.

| | |

| --- | --- |

| Part IV | 120 |

| Signatures | 121 |

EXHIBIT INDEX

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit 2 | | | [Membership Interest Purchase Agreement, dated as of May 24, 2017, by and among Vulcan Construction Materials, LLC, Aggregates USA Holdings Sub, LLC, Aggregates USA, LLC, solely for limited purposes, SPO Partners II, L.P., and, solely for limited purposes, Vulcan Materials Company, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 25, 2017](http://www.sec.gov/Archives/edgar/data/1396009/000110465917035006/a17-14163_1ex2d1.htm) 1, 3 | | |

| Exhibit 3(a) | | | [Certificate of Incorporation (Restated 2007) of the Company (formerly known as Virginia Holdco, Inc.), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 16, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307015677/y42706kexv3w1.htm) | | |

| Exhibit 3(b) | | | [Amended and Restated By-Laws of the Company (as amended through February 13, 2015) filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K filed on February 27, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600915000005/vmc-20141231ex3b9f70846.htm) | | |

| Exhibit 4(a) | | | [Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307016528/y43970exv4w1.htm) | | |

| Exhibit 4(b) | | | [First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307016528/y43970exv4w2.htm) | | |

| Exhibit 4(c) | | | [Second Supplemental Indenture, dated June 20, 2008 between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 20, 2008 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012308007104/y61418exv4w1.htm) | | |

| Exhibit 4(d) | | | [Third Supplemental Indenture, dated February 3, 2009, between the Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture dated as of December 11, 2007 filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K filed on March 2, 2009 1](http://www.sec.gov/Archives/edgar/data/1396009/000095014409001772/g17356exv10wxfy.htm) | | |

| Exhibit 4(e) | | | [Fourth Supplemental Indenture, dated June 14, 2011, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 15, 2011 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420411035837/v225938_ex4-1.htm) | | |

| Exhibit 4(f) | | | [Fifth Supplemental Indenture, dated March 30, 2015, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 30, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312515112082/d900347dex41.htm) | | |

| Exhibit 4(g) | | | [Sixth Supplemental Indenture, dated March 14, 2017, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517082077/d314722dex41.htm) | | |

| Exhibit 4(h) | | | [Seventh Supplemental Indenture, dated as of June 15, 2017, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2017](http://www.sec.gov/Archives/edgar/data/1396009/000119312517204791/d404900dex41.htm) 1 | | |

| Exhibit 4(i) | | | Indenture, dated as of May 1, 1991, by and between Legacy Vulcan Corp. (formerly Vulcan Materials Company) and First Trust of New York (as successor trustee to Morgan Guaranty Trust Company of New York) filed as Exhibit 4 to the Form S-3 on May 2, 1991 (Registration No. 33-40284) 1 | | |

| Exhibit 4(j) | | | [Supplemental Indenture No. 1, dated as of November 16, 2007, among the Company, Legacy Vulcan Corp. and The Bank of New York, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2007 1](http://www.sec.gov/Archives/edgar/data/1396009/000095012307015875/y427068kexv4w1.htm) | | |

| | E-1 |

| Exhibit 4(k) | | | [Supplemental Indenture No. 2, dated as of June 30, 2015, between Legacy Vulcan, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4(a) to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600915000030/vmc-20150630ex4a14b97ea.htm) | | |

| Exhibit 4(l) | | | [Term Loan Note, dated December 17, 2017, between Vulcan Materials Company and Bank of America, N.A., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517376623/d423227dex101.htm) | | |

| Exhibit 4(m) | | | [Guaranty Agreement, dated December 21, 2017, by each of the parties identified therein as Guarantors, each other subsidiary of Vulcan Materials Company that becomes a party thereto, and Bank of America, N.A., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2017 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312517376623/d423227dex102.htm) | | |

| Exhibit 10(a) | | | [Credit Agreement dated as of June 19, 2015 among the Company and SunTrust Bank as Administrative Agent, and other parties named therein filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2015 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420415038932/v414020_ex10-1.htm) | | |

| Exhibit 10(b) | | | [Credit Agreement dated as of December 21, 2016 among the Company and SunTrust Bank, as Administrative Agent, and the Lenders and other parties named therein filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2016 1](http://www.sec.gov/Archives/edgar/data/1396009/000114420416141021/v455520_ex10-1.htm) | | |

| Exhibit 10(c) | | | [Unfunded Supplemental Benefit Plan for Salaried Employees, as amended, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w4.htm) | | |

| Exhibit 10(d) | | | [Amendment No. 1 to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 7, 2014 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000114420414000953/v364833_ex10-1.htm) | | |

| Exhibit 10(e) | | | [Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as amended, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w5.htm) | | |

| Exhibit 10(f) | | | [The 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix C to Legacy Vulcan Corp.’s 2006 Proxy Statement on Schedule 14A filed on April 13, 2006 1,2](http://www.sec.gov/Archives/edgar/data/103973/000010397306000088/proxy2006.htm) | | |

| Exhibit 10(g) | | | [Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company filed as Appendix A to the Company’s 2011 Proxy Statement on Schedule 14A filed March 31, 2011 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000114420411019107/v216860-def14a.htm) | | |

| Exhibit 10(h) | | | [Amendment to the 2006 Omnibus Long-Term Incentive Plan of the Company dated February 9, 2012, filed as Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 29, 2012 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000119312512089430/d257544dex10i.htm) | | |

| Exhibit 10(i) | | | [Deferred Stock Plan for Nonemployee Directors of the Company filed as Exhibit 10(f) to Legacy Vulcan Corp.’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 27, 2002 1,2](http://www.sec.gov/Archives/edgar/data/103973/000010397302000007/exh10f-10k.htm) | | |

| Exhibit 10(j) | | | [Restricted Stock Plan for Nonemployee Directors of the Company, as amended, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w6.htm) | | |

| Exhibit 10(k) | | | [Executive Deferred Compensation Plan, as amended, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w1.htm) | | |

| Exhibit 10(l) | | | [Form of Change of Control Employment Agreement dated January 1, 2016, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 7, 2016 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000114420416074571/v428515_ex10-1.htm) | | |

| Exhibit 10(m) | | | [Vulcan Materials Company Change of Control Severance Plan for Senior Officers, effective January 1, 2016, filed as Exhibit 10(m) to the Company’s Annual Report on Form 10-K filed on February 25, 2016 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000139600916000044/vmc-20151231ex10ma03dee.htm) | | |

| Exhibit 10(n) | | | [Executive Incentive Plan of the Company, as amended, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000095014408009390/g17056exv10w2.htm) | | |

| Exhibit 10(o) | | | [Supplemental Executive Retirement Agreement filed as Exhibit 10 to Legacy Vulcan Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 2, 2001 1,2](http://www.sec.gov/Archives/edgar/data/103973/000010397301500050/sera-dmj.htm) | | |