filings.toolsCover and table of contents
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Cover and table of contents
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K | |||||
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31**, 2020** OR | ||||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to | ||||
| Commission file number: 001-33841 VULCAN MATERIALS COMPANY (Exact Name of Registrant as Specified in Its Charter) | |||||
| New Jersey (State or other jurisdiction of incorporation or organization) | 20-8579133 (I.R.S. Employer Identification No.) | ||||
| 1200 Urban Center Drive**,** Birmingham**,** Alabama (Address of Principal Executive Offices) | 35242 (Zip Code) | ||||
| (205) 298-3000 (Registrant’s telephone number, including area code) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||
| Title of each class Common Stock, $1 par value | Trading Symbol VMC | Name of each exchange on which registered New York Stock Exchange | |||
| Securities registered pursuant to Section 12(g) of the Act: None | |||||
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o 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 o No þ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||
| Large accelerated filer þ Non-accelerated filer o | Accelerated filer o Smaller reporting company o Emerging growth company o | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | |||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ | |||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | Yes o No þ |
| Aggregate market value of voting and non-voting common stock held by non-affiliates as of June 30, 2020: | $15,315,526,050 |
| Number of shares of common stock, $1.00 par value, outstanding as of February 12, 2021: | 132,547,092 |
| DOCUMENTS INCORPORATED BY REFERENCE | |
| Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May 14, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.
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PART I
“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIESLITIGATION REFORM ACT OF 1995
Certain of the matters and statements made herein or incorporated by reference into this report constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect our intent, belief or current expectation. Often, forward-looking statements can be identified by the use of words, such as “anticipate,” “may,” “believe,” “estimate,” “project,” “expect,” “intend” and words of similar import. In addition to the statements included in this report, we may from time to time make other oral or written forward-looking statements in other filings under the Securities Exchange Act of 1934 or in other public disclosures. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. All forward-looking statements involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those included in or contemplated by the statements. These assumptions, risks and uncertainties include, but are not limited to:
general economic and business conditions
a pandemic, epidemic or other public health emergency, such as the recent outbreak of COVID-19
our dependence on the construction industry, which is subject to economic cycles
the timing and amount of federal, state and local funding for infrastructure
changes in the level of spending for private residential and private nonresidential construction
changes in our effective tax rate
the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks
the impact of the state of the global economy on our businesses and financial condition and access to capital markets
the highly competitive nature of the construction industry
the impact of future regulatory or legislative actions, including those relating to climate change, wetlands, greenhouse gas emissions, the definition of minerals, tax policy or international trade
the outcome of pending legal proceedings
pricing of our products
weather and other natural phenomena, including the impact of climate change and availability of water
energy costs
costs of hydrocarbon-based raw materials
healthcare costs
the amount of long-term debt and interest expense we incur
changes in interest rates
the impact of a discontinuation of the London Interbank Offered Rate (LIBOR)
volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans
the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses
our ability to secure and permit aggregates reserves in strategically located areas
our ability to manage and successfully integrate acquisitions
the effect of changes in tax laws, guidance and interpretations
significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets
changes in technologies, which could disrupt the way we do business and how our products are distributed
the risks set forth in Item 1A “Risk Factors,” Item 3 “Legal Proceedings,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 12 “Commitments and Contingencies” to the consolidated financial statements in Item 8 “Financial Statements and Supplementary Data,” all as set forth in this report
| Part I | 1 |
other assumptions, risks and uncertainties detailed from time to time in our filings made with the Securities and Exchange Commission
All forward-looking statements are made as of the date of filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.
| Part I | 2 |