Vulcan Materials (VMC) 10-K risk factor changes: FY2022 vs FY2021

[removed: These risk factors do] [added: This list does] not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be [removed: immaterial to our operations.][added: immaterial.]

Construction [removed: spending, which is cyclical,] [added: spending] is affected by general economic conditions, changes in interest rates, demographic shifts, industry cycles, employment levels, inflation and other business, economic and financial [removed: factors that are beyond our control.][added: factors, any of which could contribute to a downturn in construction activities or spending in Vulcan-served markets.]

A downturn in [removed: 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.

[removed: Changes] [added: Our operations are subject to changes] in legal requirements and governmental [removed: policies concerning zoning, land use, environmental and other areas of the law may result in additional liabilities, a reduction in operating hours and additional capital expenditures] [added: policies] — Our operations are affected by numerous federal, state and local laws and regulations, including those related to zoning, land use and environmental matters.

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; impede our access to reserves or hamper the opening of [removed: new] [added: new,] or [added: the] expansion of [removed: existing] [added: existing,] plants or facilities.

In [removed: 2021,] [added: 2022,] voters in local jurisdictions in [removed: Arizona,] [added: California, Florida,] Georgia, [added: North Carolina, South Carolina,] Texas and Virginia, among others, approved bond and revenue-raising measures to provide additional resources for transportation projects.

[removed: The] [added: These state and federal] highway programs, as well as funding for other aggregates-intensive public infrastructure, will [removed: provide assistance to state departments of transportation, federal, state and local agencies, and metro areas] [added: support demand] for [added: our products for] several years to come.

Climate change [removed: and climate change] legislation or regulations may adversely impact our business — A number of governmental bodies have introduced or are contemplating legislative and regulatory change in response to the potential impacts of climate change.

Such legislation or regulation, if enacted, potentially could include provisions for a “cap and trade” system of allowances and credits or a carbon tax, among other [removed: provisions.][added: provisions, and adversely impact the availability and/or cost of purchased electricity.]

[removed: Other potential] [added: Potential] impacts of climate change include [removed: physical impacts, such as] disruption in production and product distribution due to impacts from major storm events, shifts in regional weather patterns and intensities, availability of [removed: water] [added: energy and/or water,] and [removed: potential impacts from] sea level changes.

Furthermore, public expectations for [removed: reductions in greenhouse gas emissions] [added: addressing climate change] could result in increased energy, transportation and raw material [removed: costs,] [added: costs] and may require us to make additional investments in facilities and equipment.

We are subject to various risks arising from our international business operations and [removed: relationships, which could adversely affect our business] [added: relationships] — We [removed: have international operations and] are subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 (the [removed: FCPA).][added: FCPA) associated with our aggregates production facilities including those located in British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico.]

These risks have [removed: included] [added: included,] and may in the future [removed: include] [added: include,] changes in international trade policies, such as the United States [removed: -] [added: -] Mexico [removed: -] [added: -] Canada Agreement (USMCA), imposition of duties, taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign governments, including expropriations and other forms of takings of property.

[removed: GROWTH] [added: OPERATIONS, GROWTH] AND COMPETITIVE RISKS

Within our local markets, we operate in a highly competitive [removed: industry which may negatively impact prices, volumes and costs] [added: industry] — The construction aggregates industry is highly fragmented with a large number of independent local producers in a number of our markets.

This significant competition could lead to lower prices and lower sales [removed: volumes in some markets, negatively affecting our earnings and cash flows.][added: volumes.]

[removed: The] [added: Certain markets are experiencing the] expanded use of aggregates [removed: substitutes could have a material adverse effect on our business, financial condition and results of operations] [added: substitutes] — Recycled concrete and asphalt are increasingly being used in a number of our markets, particularly urban markets, as a substitute for aggregates.

Our long-term success depends upon securing and permitting aggregates reserves in strategically located [removed: areas.][added: areas — Construction aggregates have a high weight-to-price ratio, and transportation costs can quickly exceed the cost of the aggregates.]

New quarry sites often take years to [removed: develop; therefore,] [added: develop, so] our strategic planning and new site development must stay ahead of actual growth.

[removed: Therefore, our earnings are highly sensitive to changes] [added: Our industry is capital intensive, resulting] in [removed: product shipment volumes —] [added: significant fixed and semi-fixed costs —] Due to the high levels of fixed capital required for extracting and producing construction aggregates, our [removed: profits] [added: earnings] are [removed: negatively affected by significant decreases] [added: highly sensitive to changes] in [removed: shipment volumes.][added: product shipments.]

A deterioration in our credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of financing — We currently have [removed: $3.95] [added: approximately $4.0] billion of debt with maturities between [removed: 2022] [added: 2023] and 2048.

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

A deterioration in the state of the capital markets, regardless of our credit ratings, could impact our access to [removed: and] [added: and/or] cost [removed: of,] [added: of] new debt or equity capital.

[removed: Changes in our] [added: We use] estimates [removed: could adversely affect our future financial results —] [added: in accounting for a number of significant items —] As discussed more fully in “Critical Accounting Policies” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we use [added: estimates and assumptions that require] significant judgment in accounting [removed: for:][added: for the following items:]

These [removed: assumptions and] estimates [added: and assumptions] could change significantly in the future and could adversely affect our financial position, results of [removed: operations,] [added: operations] or cash flows.

[removed: An increase in our] [added: Our] effective tax rate [removed: could negatively affect our earnings and net cash provided by operating activities] [added: is subject to change] — Factors that may increase our future effective tax rate include, but are not limited to: governmental authorities increasing statutory income tax rates or eliminating deductions or credits; the mix of jurisdictions in which our earnings are taxed; changes in the valuation of our deferred tax assets and liabilities; the effect our stock price has with regard to excess tax benefits from share-based compensation; adjustments to estimated taxes upon finalization of various income tax returns; the resolution of issues arising from income tax audits with various tax authorities; and the interpretation of income tax laws and/or administrative practices.

[added: Our future success depends upon attracting and retaining qualified personnel, particularly in sales and operations —] Our success in attracting qualified personnel, particularly in the areas of sales and operations, is affected by changing demographics of the available pool of workers with the training and skills necessary to fill the available positions, the impact on the labor supply due to general economic conditions, and our ability to offer competitive compensation and benefit packages.

Disputes with organized labor could disrupt our business operations — Labor unions represent approximately [removed: 16%] [added: 13%] of our workforce.

Disputes with our trade unions, or the inability to renew our labor agreements, may lead to strikes or other actions that could disrupt our business [removed: operations leading to higher costs and/or reduced revenues.][added: operations.]

Weather [removed: can materially] [added: can, and climate change may, materially] affect our [removed: operating results] [added: operations] — Almost all of our products are consumed outdoors in the public or private construction industry, and our production and distribution facilities are located outdoors.

The [removed: costs] [added: distribution and cost] of [removed: transporting our products] [added: distribution] could be negatively affected by factors [removed: outside of our control, including] [added: such as] rail service interruptions or rate increases, tariffs, rising fuel costs, truck/railcar/barge shortages, truck driver and rail crew shortages, capacity constraints and minimum tonnage requirements.

Additionally, [removed: inclement weather, including hurricanes, tornadoes and other] weather events, [added: such as hurricanes and tornadoes,] can negatively impact our distribution network.

[removed: We use large amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources that are subject to potential supply constraints and significant price fluctuation, which could affect] [added: The production of] our [removed: operating results and profitability] [added: products is dependent upon the supply chain for several key inputs] — In our production and distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources.

The availability and pricing of these resources are subject to market [removed: forces that are beyond our control.][added: forces.]

[removed: Aggregates resources and reserves calculations are estimates only and are subject to uncertainty due to factors including the inherent variability of the deposit and recoverability of saleable material in] [added: Additionally,] the [removed: mining process — The] calculation of mineral resources and reserves are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling [removed: analysis, which may prove to be unpredictable.][added: analysis.]

For a description of our current significant legal proceedings [added: and environmental matters,] see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”

[removed: We cannot predict the outcome of these contingencies with certainty —] [added: We are involved in certain environmental matters and other legal proceedings —] We are involved in environmental investigations and cleanups at sites that we own or owned, where we operate or have operated or where we sent materials for recycling or disposal, as well as related offsite investigations and cleanups.

Subsequent developments related to these matters may affect our assessment and estimates of loss [removed: contingency, and could result in an adverse effect on our financial position, results of operations or cash flows.][added: contingency.]

Our business is exposed to the risks associated with a pandemic, epidemic or other public health emergency, such as the coronavirus (COVID-19) pandemic — The COVID-19 pandemic caused governments and businesses around the world to implement strict measures to help control the spread of the virus.

The vast majority, if not all, of these measures are no longer in place in the United States.

While our industry was deemed essential in every state in which we operate and we continued to operate across our footprint when such measures were in place, our operations, supply chain, customers, and transportation networks were negatively impacted by such measures (including our own) and the health of our employees.

The progression of COVID-19 (which remains highly uncertain) or another pandemic may result in future measures taken by governments and/or businesses (including our own) that could negatively impact our business.

Recently, the Mexican government has taken actions that adversely affect our property and operations in that country, including arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations.

We continue to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law and intend to resume normal operations in Mexico as soon as permitted.

Our future growth depends in part on acquiring and successfully integrating other businesses in our industry — Our ability to acquire and integrate businesses is dependent upon the availability of attractive businesses with owners that are willing to sell at fair market prices, conducting proper due diligence on such available businesses, and developing and executing integration plans for acquired businesses.

Our aggregates operations are subject to the risks of open pit and underground mining – Aggregates mining involves risks such as pit wall failures, pillar or ceiling collapse, flooding, and seismic events related to geologic conditions and our mining activities.

Any ground control event could lead to serious injuries, loss of life, equipment damage, production delays or cessation, and increased operating costs.

Therefore, it is important that our capital allocation decisions are properly informed and our capital deployment is well planned and executed.

These estimates are subject to uncertainty due to factors that include the inherent variability of the deposit and recoverability of saleable material in the mining process.

LEGAL/REGULATORY COMPLIANCE RISKS

We are also involved in several other complex, non-environmental, legal proceedings.

Expectations relating to environmental, social and governance (ESG) considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business — Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion.

In addition, we make statements about our ESG goals and initiatives through our ESG report, our other non-financial reports, information provided on our website, press releases and other communications.

Responding to these ESG considerations and implementing these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control.

We cannot guarantee that we will achieve our announced ESG goals and initiatives.

In addition, some stakeholders may disagree with our goals and initiatives.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us.

We may incur material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications — Our operations involve providing products that must meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics.

If we fail to provide products meeting these requirements and specifications, product liability claims may arise against us.

We have resolved certain claims of this kind, but there are currently open claims, and we expect future claims, some of which may exceed our product liability insurance coverage.

We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), and these systems contain confidential or sensitive data about our business, employees, suppliers, and customers — The protection of our information technology systems and the data contained therein is critical to us.

We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, would disrupt our business operations.

The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers, regardless of the reason for such failure, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could result in reputational harm and financial liability.

Our product distribution is multi-modal and often dependent upon third-party providers — Our products are distributed either by truck to local markets or by rail, barge or oceangoing vessel to remote markets.

Additionally, we operate significant amounts of fixed and mobile equipment that require regular maintenance and replacement of parts.

Because 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.

A pandemic, epidemic or other public health emergency, such as the ongoing coronavirus (COVID-19) pandemic, could have a material adverse effect on our business, results of operations, financial condition and cash flows — Our operations expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic.

This pandemic has resulted in governments around the world implementing or reimplementing strict measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.

In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of the COVID-19 pandemic and may take further action as circumstances warrant.

Consistent with federal guidelines and with state and local orders to date, we currently continue to operate across our footprint.

Notwithstanding our continued operations and an economic environment that has shown signs of improvement, the COVID-19 pandemic has had and may have further negative impacts on our operations, supply chain, transportation networks and customers, which may lower our revenues and EBITDA, including as a result of preventative and precautionary measures that we, other businesses and governments are taking.

The COVID-19 pandemic is a widespread public health crisis that is adversely affecting the economies and financial markets of many countries.

Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and services.

The progression of this matter has and may continue to negatively impact our business or results of operations by affecting the health of our employees and through the temporary closure of our operating locations or those of our customers or suppliers.

The extent to which the COVID-19 outbreak impacts our business, results of operations, financial condition or cash flows will depend on future developments, which remain highly uncertain and cannot be predicted, including, but not limited to, the duration and geographic spread of the outbreak, its severity, the actions to contain the virus or treat its impact including the reimplementation of restrictions on economic activity following new outbreaks, the availability, durability and efficacy of vaccines, the long-term impacts of the virus on transportation revenues, government budgets and other funding priorities and the extent and pace at which normal economic and operating conditions can resume.

There can be no assurance that we will not be impacted by adverse consequences that may be brought about by pandemics on global financial markets, which may reduce resources, share prices and financial liquidity and may severely limit the availability of financing capital.

Despite our compliance efforts, we have an inherent risk of liability in the operation of our business.

These potential liabilities could have an adverse impact on our operations and profitability.

In 2020, Virginia passed new long-term highway funding legislation and voters in Arkansas made permanent a ½ cent gas tax increase first approved in 2012.

There is also a potential for climate change legislation and regulation to adversely impact the cost of purchased energy and electricity.

The impacts of climate change on our operations and the company overall are highly uncertain and difficult to estimate.

However, climate change legislation and regulation concerning greenhouse gases could have a material adverse effect on our future financial position, results of operations or cash flows.

We face political and other risks, including legal risks for failure to comply with the FCPA, associated with our international operations, including our largest aggregates production facility located in Playa del Carmen, Mexico and our newly acquired aggregates production facility in British Columbia, Canada.

Recently, the Mexican government has taken actions that adversely affect our operations in that country, including delays in issuing a historically routine three-year customs permit for our deep-water port.

Mexico instead issued a short-term customs permit that must be renewed after two months.

While we continue to negotiate with the Mexican authorities to reach an agreeable and mutually beneficial solution, failure by the Mexican government to issue future customs permits or its taking of any other measures that force us to cease our operations in Mexico would have an adverse effect on our ability to supply customers.

Therefore, there is intense competition in a number of markets in which we operate.

If we are unable to secure and permit such reserves it could negatively affect our future earnings — Construction aggregates are bulky and heavy and, therefore, difficult to transport efficiently.

Because of the nature of the products, the freight costs can quickly surpass the production costs.

Our future growth depends in part on acquiring other businesses in our industry and successfully integrating them with our existing operations.

If we are unable to integrate acquisitions successfully, it could lead to higher costs and could negatively affect our earnings — The expansion of our business is dependent in part on the acquisition of existing businesses that own or control aggregates reserves.

Disruptions in the availability of financing could make it more difficult to capitalize on potential acquisitions.

Additionally, with regard to the acquisitions we are able to complete, our future results will depend in part on our ability to successfully integrate these businesses with our existing operations.

Our industry is capital intensive, resulting in significant fixed and semi-fixed costs.

Significant downturn in the construction industry may result in an impairment of our goodwill — We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value.

While we have not identified any events or changes in circumstances since our annual impairment test on November 1, 2021 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 significant decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.

We use estimates in accounting for a number of significant items.

Our future success greatly depends upon attracting and retaining qualified personnel, particularly in sales and operations — A significant factor in our future profitability is our ability to attract, develop and retain qualified personnel.

A significant interruption of our information technology systems (our own and that of our service providers such as Amazon Web Services) or the loss of confidential or other sensitive data (whether our own, our employees’, our suppliers’, or our customers’) could have a material adverse impact on our operations and financial results — We have a dedicated information security team that executes, and updates as warranted based on emerging risk and new risk management technology, our information security program.

While we have invested in the protection of our data and information technology and routinely test the security of our information systems network, we cannot be assured that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business.

Our products are transported by truck, rail, barge or ship, often by third-party providers.

Significant delays or increased costs affecting these transportation methods could materially affect our operations and earnings — Our products are distributed either by truck to local markets or by rail, barge or oceangoing vessel to remote markets.

Our suppliers contract separately for the purchase of such resources, and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors that interrupt their availability.

Variability in the supply and prices of these resources could materially affect our operating results from period to period, and rising costs could erode our profitability.

The following generally includes a comparison of our results of operations and liquidity and capital resources for [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For the discussion of changes from [removed: 2019 to] 2020 [added: to 2021] and other financial information related to [removed: 2019,] [added: 2020,] refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] filed with the Securities and Exchange Commission on February 25, [removed: 2021.][added: 2022.]

FINANCIAL SUMMARY FOR [removed: 2021] [added: 2022] (compared to [removed: 2020)][added: 2021)]

Total revenues increased [removed: $695.4] [added: $1,763.0] million, or [removed: 14%,] [added: 32%,] to [removed: $5,552.2] [added: $7,315.2] million

Gross profit increased [removed: $91.9] [added: $184.3] million, or [removed: 7%,] [added: 13%,] to [removed: $1,373.4] [added: $1,557.7] million

Aggregates segment sales increased [removed: $400.7] [added: $927.8] million, or [removed: 10%,] [added: 21%,] to [removed: $4,345.0] [added: $5,272.8] million

Aggregates segment freight-adjusted revenues increased [removed: $306.3] [added: $561.3] million, or [removed: 10%,] [added: 17%,] to [removed: $3,313.9] [added: $3,875.2] million

Shipments increased [removed: 7%,] [added: 6%,] or [removed: 14.6] [added: 13.5] million tons, to [removed: 222.9] [added: 236.3] million tons

Freight-adjusted sales price increased [removed: 3.0%,] [added: 10.3%,] or [removed: $0.43] [added: $1.53] per ton to [removed: $14.87][added: $16.40]

Aggregates segment gross profit increased [removed: $136.5] [added: $112.8] million, or [removed: 12%,] [added: 9%,] to [removed: $1,295.7] [added: $1,408.5] million

Unit profitability (as measured by gross profit per ton) increased [removed: 4%] [added: 3%] to [removed: $5.81] [added: $5.96] per ton

Asphalt, Concrete and Calcium segment gross profit [removed: decreased $44.6] [added: increased $71.5] million, or [removed: 36%,] [added: 92%,] to [removed: $77.7] [added: $149.2] million, collectively

Selling, administrative and general (SAG) expenses increased [removed: 16%] [added: 23%] to [removed: $417.6] [added: $515.1] million and [removed: increased 0.1] [added: decreased 0.5] percentage point [removed: (10] [added: (50] basis points) as a percentage of total revenues

Earnings attributable to Vulcan from continuing operations were [removed: $5.05] [added: $4.45] per diluted share, compared to [removed: $4.41][added: $5.05 per diluted share]

[removed: $13.7] [added: $14.5] million of tax charges related to [removed: an increase in the Alabama NOL] [added: a Calica net operating loss (NOL)] carryforward valuation allowance

pretax charges of [removed: $39.0] [added: $10.6] million associated with non-routine business development

pretax charges of [removed: $15.0] [added: $7.2] million for managerial restructuring

pretax charges of [removed: $6.9] [added: $3.1] million for divested operations

pretax charges of [removed: $7.3] [added: $34.4] million associated with non-routine business development

Adjusted [removed: (for the discrete pretax items noted above)] earnings attributable to Vulcan from continuing operations were [removed: $5.04] [added: $5.11] per diluted share, compared to [removed: $4.68] [added: $5.04] per diluted share

Net earnings attributable to Vulcan were [removed: $670.8] [added: $575.6] million, [removed: an increase] [added: a decrease] of [removed: $86.3] [added: $95.2] million, or [removed: 15%][added: 14%]

Adjusted EBITDA was [removed: $1,451.3] [added: $1,625.6] million, an increase of [removed: $127.8] [added: $174.3] million, or [removed: 10%][added: 12%]

Returned capital to shareholders via dividends of [removed: $196.4] [added: $212.6] million @ [removed: $1.48] [added: $1.60] per share versus [removed: $180.2] [added: $196.4] million @ [removed: $1.36] [added: $1.48] per share

At [removed: year end 2021,] [added: year-end 2022,] total debt to Adjusted EBITDA was [removed: 2.7x (2.5x] [added: 2.4x (2.3x] on a net debt basis).

Return on invested capital was [removed: 14.2%] [added: 13.5%] and we remain committed to driving further improvement through solid operating earnings growth coupled with disciplined capital management.

During [removed: 2021,] [added: 2022,] we invested [removed: $281.7] [added: $380.1] million to replace or improve existing property, plant & equipment.

During [removed: 2021,] [added: 2022,] we invested [removed: $169.6] [added: $232.5] million in internal growth projects to secure new aggregates reserves, develop new production and/or distribution sites, enhance our distribution capabilities and support the targeted growth of our asphalt and concrete operations.

We closed [removed: two] [added: four] business acquisitions [removed: (including U.S. Concrete)] during [removed: 2021] [added: 2022] for total consideration of [removed: $1,639.4] [added: $594.6] million.

During [removed: 2021,] [added: 2022,] we paid a dividend per share of [removed: $1.48] [added: $1.60] and paid total dividends of [removed: $196.4] [added: $212.6] million.

During [removed: 2021,] [added: 2022,] we made no share repurchases.

[removed: Management] [added: Our] expectations for [removed: 2022] [added: 2023] include:

Net earnings attributable to Vulcan of between [removed: $800 to $890] [added: $715] million [added: and $835 million]

Adjusted EBITDA of between [removed: $1,720 to $1,820] [added: $1,725] million [added: and $1,875 million]

[removed: Mid-single] [added: High-single] digit increase in freight-adjusted cash cost (freight-adjusted [removed: sales] price less segment cash gross profit per ton; [removed: $7.44 per ton in 2021) due to higher energy-related costs (mostly diesel fuel) and continued inflationary pressures] [added: $8.57] in [removed: other areas][added: 2022)]

[removed: Cash gross profit of $300 to $325 million in] [added: Total] Asphalt, Concrete and [removed: Calcium,] [added: Calcium segment cash gross profit] collectively [added: in line with 2022 ($268 million in 2022)]

Asphalt segment [removed: earnings] improvement driven by [removed: volume] [added: low-single digit] growth [added: in volume] and [removed: price improvement.][added: price.]

Interest expense of approximately [removed: $150] [added: $195] million

Depreciation, depletion, [removed: accretion,] [added: accretion] and amortization expense of approximately [removed: $540] [added: $610] million

An effective tax rate of [removed: 21% to] [added: approximately] 22%

Operating earnings decreased $59.4 million, or 6%, to $951.4 million

Asphalt, Concrete and Calcium segment sales increased $1,040.4 million, or 67%, to $2,591.9 million, collectively

Our aggregates-led business delivered solid results in 2022 as our teams executed well in a challenging macro-environment.

We continued to improve our aggregates unit profitability and demonstrate the resiliency of our business.

While net earnings attributable to Vulcan were down 14%, our relentless focus on our operating disciplines coupled with nimble pricing actions to overcome inflationary pressures led to a 12% increase in our full year Adjusted EBITDA.

We carry solid pricing momentum into 2023 and are focused on our operating disciplines to manage costs and improve efficiencies.

By controlling what we can control, we expect to deliver another year of earnings growth.

Adjusted EBITDA, Aggregates segment freight-adjusted revenues, net debt to Adjusted EBITDA and Return on invested capital are non-GAAP measures.

See the definitions and reconciliations within this Item 7 under the caption “Reconciliation of Non-GAAP Financial Measures.”

Most leading indicators of demand remain healthy in the near term, and we carry strong pricing momentum into 2023.

Overall shipments will be dependent upon the depth and duration of the decline in residential construction activity, the timing of highway starts converting to aggregates shipments and the impact of rising interest rates on private nonresidential construction activity as the year progresses.

We are encouraged by the strength in leading indicators that support growth in public construction activity, particularly highways, and we are well positioned to benefit in geographic markets where the need is greatest.

On the private side, slowing single-family construction activity has outweighed continued growth in multi-family, leading to overall declines in residential demand.

Nonresidential demand remains at healthy levels and continues to benefit from manufacturing and other heavy industrial projects.

As always, we are focused on the things we can control, and our execution on our operating and commercial disciplines will lead to further improvement in our aggregates unit profitability and earnings growth in 2023.

Total shipments down 2% to 6% (236.3 million tons in 2022)

Freight-adjusted price growth of 11% to 13% ($16.40 per ton in 2022)

The price and cost inflection achieved in the second half of 2022 should lead to continued margin improvement in 2023.

We expect the Asphalt segment to contribute approximately 40% to 50% of non-aggregates cash gross profit

Concrete segment same-store volumes (we divested approximately 2 million cubic yards in 2022) expected to decline mid-single digit due to slowing residential construction activity.

Price growth should offset the higher cost for raw materials.

We expect the Concrete segment to contribute approximately 50% to 60% of non-aggregates cash gross profit

SAG expenses of $515 million to $530 million

Mexico Update

On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico, with arbitrary shut down orders to immediately cease underwater quarrying and extraction operations.

On May 8, 2022, we filed an application in our North American Free Trade Agreement (NAFTA) arbitration seeking permission to file an ancillary claim in connection with this latest shutdown of our remaining Mexico operations.

On July 11, 2022, the NAFTA arbitration tribunal granted our application.

The ancillary claim will be addressed as part of the pending arbitration, and it is expected that the NAFTA arbitration tribunal will issue a decision no earlier than 2024.

POSITIONED FOR GROWTH AND VALUE CREATION

DURABLE BUSINESS MODEL TO EXTEND THE CYCLE AND SUSTAIN GROWTH

10% improvement in Aggregates cash gross profit per ton since 2020

Industry-leading commercial, logistics, operational and sourcing capabilities

End market fundamentals support continued growth outlook

Poised to benefit from generational investment in infrastructure that could extend and sustain cyclical growth

*For additional information regarding our Calica operations in Mexico, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”*

INDUSTRY LEADER WITH CLEAR COMPETITIVE ADVANTAGES

Largest U.S. aggregates producer with best geographic diversity

#1 or #2 aggregates position in markets accounting for approximately 90% of revenues

Leading unit profitability margins driven by operational expertise and pricing performance

75% of the U.S. population growth over the next decade is projected to occur in Vulcan-served states

Same-store shipments increased 5%, or 10.2 million tons, to 218.5 million tons

Same-store freight-adjusted sales price also increased 3.0% to $14.87 per ton

Same-store unit profitability (as measured by gross profit per ton) increased 7% to $5.95 per ton

Operating earnings increased $115.1 million, or 13%, to $1,010.8 million

Discrete items in 2021 include:

pretax net gain of $114.7 million related to the sale of a reclaimed quarry in Southern California

pretax charges of $13.4 million for COVID-19 pandemic direct incremental costs

pretax charge of $12.1 million for pension settlement

pretax interest charges of $9.4 million related to financing the acquisition of U.S. Concrete

Discrete items in 2020 include:

pretax charges of $10.2 million for COVID-19 pandemic direct incremental costs

pretax charges of $22.7 million for pension settlement

pretax charges of $1.3 million for restructuring

Our teams finished the year strong, despite ongoing challenges from inflationary pressures and labor constraints.

We expanded our industry-leading unit profitability by continuing to focus on our operating disciplines and taking pricing actions where necessary to mitigate these headwinds.

We continue to make excellent progress integrating the U.S. Concrete operations into our business.

This acquisition extends our growth platform in certain existing markets as well as new geographies.

These results demonstrate our ability to execute on Vulcan’s four strategic disciplines — Operational Excellence, Strategic Sourcing, Commercial Excellence and Logistics Innovation (as outlined in Item 1 “Business” under the “Business Strategy” heading) — and enhance our operating leverage moving forward.

We are well positioned to capitalize on the positive demand trends we see developing in 2022 and beyond.

As demand and the pricing environment continue to strengthen, we expect healthy growth in unit profitability again in 2022.

Robust growth in aggregates pricing and continued focus on operational excellence will more than offset anticipated inflationary pressures.

In our asphalt business, we expect recent pricing efforts to begin to mitigate higher liquid asphalt costs and lead to gross profit margin improvement beginning in the second half of 2022.

In our concrete business, improvement in private nonresidential construction activity will help drive earnings growth in 2022.

We carry considerable momentum into the new year.

Our markets are poised to outperform other parts of the country as demand continues to improve and our industry-leading unit profitability increases with each passing quarter.

We will continue to drive substantial value through the combination of our legacy business and the acquisition of U.S. Concrete.

Residential construction remains strong, and contract awards for private nonresidential buildings are growing again.

On the public side, infrastructure investment is moving forward, and we are well positioned in attractive growth markets where the need is greatest.

The recently enacted Infrastructure Investment and Jobs Act is certainly a positive for our industry; it will add to existing demand as well as elongate the cycle.

However, we do not expect it to have a significant impact in 2022.

That said, labor shortages and supply chain disruptions are expected to continue to limit shipment growth in 2022.

We expect the favorable pricing dynamics that improved throughout 2021 to be even better in 2022 and lead to attractive growth in aggregates unit profitability.

Growing our aggregates unit profitability consistently during the last two years of pandemic-related disruptions demonstrates the resiliency of our business and our ability to capitalize on any changes in the macro environment.

High single-digit growth in Aggregates cash gross profit per ton ($7.43 in 2021)

Total shipment growth of 5% to 7% (222.9 million tons in 2021)

Freight-adjusted price increase of 6% to 8% ($14.87 per ton in 2021)

Concrete segment expected to account for approximately 75% of the total due to a full year of results from U.S. Concrete operations as well as margin improvement in our legacy operations

Higher prices for asphalt mix in the second half of 2022 are expected to reduce the earnings impact of higher liquid asphalt costs and natural gas used in production

SAG expenses of $485 to $495 million, including a full year of U.S. Concrete

As previously noted, 2022 sales volumes may be affected by labor shortages and supply chain disruptions.

In addition to floating-rate borrowings, we at times use interest rate swaps to manage the mix of fixed-rate and floating-rate [removed: debt.][added: debt and to mitigate the risk of higher interest rates.]

At December 31, [removed: 2021,] [added: 2022,] the estimated fair value of our long-term debt including current maturities was [removed: $4,423.7] [added: $3,672.3] million compared to a face value of [removed: $3,949.6] [added: $3,941.9] million.

The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately [removed: $380.9] [added: $232.4] million.

| Part II | [removed: 72] [added: 73] |

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

As of December 31, [removed: 2021,] [added: 2022,] we had 404 active aggregates facilities as shown below.

[removed: ][added: ]

While aggregates is our focus and primary business, as of December 31, [removed: 2021,] [added: 2022,] we further served our customers through our [removed: 69] [added: 71] asphalt facilities and [removed: 173] [added: 142] concrete facilities located in Alabama, Arizona, California, Maryland, New [removed: Jersey, New] Mexico, [removed: New York,] Oklahoma, [removed: Pennsylvania,] Tennessee, Texas, Virginia, the U.S. Virgin [removed: Islands,] [added: Islands and] Washington D.C. [removed: and the Bahamas.]

][added: 13](https://www.sec.gov/Archives/edgar/data/1396009/000139600923000007/vmc-20221231x10kg002.jpg)]

*Source: [removed: 2020] [added: 2021] reported financial information and Company estimates.

[removed: nTAKE] [added: TAKE] ADVANTAGE OF SIZE AND SCALE: While certain aspects of each aggregates operation are unique, such as its location within a local market and its particular geological characteristics, every operation uses a similar group of assets to produce saleable aggregates and provide customer service.

Our 404 active aggregates facilities as of December 31, [removed: 2021] [added: 2022] provide opportunities to share and scale best practices across our operations and to procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally.

They are strategically located [removed: throughout] [added: to economically serve high-growth areas in] the United States [removed: in high-growth areas] that are expected to require large amounts of aggregates to meet future construction demand.

During the [removed: period 2020] [added: next decade (2022] - [removed: 2030, Moody's Analytics] [added: 2032), Woods & Poole Economics] projects that 75% of the U.S. population growth, [removed: 72%] [added: 74%] of household formation and [removed: 70%] [added: 73%] of new jobs will occur in Vulcan-served states.

Our coast-to-coast footprint serves 20 of the top 25 highest-growth metropolitan statistical areas in 22 states plus [removed: the U.S. Virgin Islands and] Washington D.C. The close proximity of our aggregates reserves and our production facilities to this projected population growth creates many opportunities to invest capital in high-return projects.

][added: 10](https://www.sec.gov/Archives/edgar/data/1396009/000139600923000007/vmc-20221231x10kg003.jpg)]

Our top ten revenue producing states accounted for [removed: 88%] [added: 84%] of our [removed: 2021] [added: 2022] revenues while our top five accounted for [removed: 61%.][added: 62%.]

| | VULCAN’S TOP TEN REVENUE PRODUCING STATES IN [removed: 2021] [added: 2022] | | | | | | | | | | | |

| | 4. | Tennessee | | | | 9. | | [removed: North] [added: South] Carolina | | | | |

| | 5. | Virginia | | | | 10. | | [removed: South] [added: North] Carolina | | | | |

Our downstream businesses (asphalt and concrete) use [removed: Vulcan-produced] [added: internally\-produced] aggregates almost [removed: exclusively.][added: exclusively when available in the market from a Vulcan aggregates operation.]

Through our 2021 acquisition of U.S. Concrete, we entered the [removed: Oklahoma,] New Jersey, New York, [added: Oklahoma,] Pennsylvania and U.S. Virgin Islands concrete markets and expanded our California, Texas and Washington D.C. concrete markets.

From [removed: 2019] [added: 2020] to [removed: 2021,] [added: 2022,] we invested [removed: over $1,758.1] [added: $2,307.4] million in acquisitions as outlined in Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data.”

During [removed: 2021,] [added: 2022,] we reinvested [removed: $451.3] [added: $612.6] million into core operating & maintenance capital and internal growth capital, in addition to [removed: $362.2] [added: $451.3] million and [removed: $384.1] [added: $362.2] million reinvested in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[removed: As illustrated below, our] [added: Our] annual Return on Invested Capital (ROIC) decreased [removed: 0.1] [added: 0.7] percentage points [removed: (10] [added: (70] basis points) in [removed: 2021.][added: 2022.]

While Adjusted EBITDA increased [removed: 10%] [added: 12%] in [removed: 2021] [added: 2022] (net earnings attributable to Vulcan [removed: increased 15%] [added: decreased 14%] in [removed: 2021),] [added: 2022),] invested capital [removed: also] increased by [removed: 10%,] [added: 18%,] primarily as a result of [removed: the U.S. Concrete acquisition.][added: acquisitions.]

][added: 12](https://www.sec.gov/Archives/edgar/data/1396009/000139600923000007/vmc-20221231x10kg006.jpg)]

[removed: | *1* | *ROIC and Adjusted EBITDA are] Non-GAAP financial [removed: measures. Non-GAAP financial] measures are defined and reconciled within Item 7 [added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations”] under the caption [removed: Reconciliation] [added: “Reconciliation] of Non-GAAP Financial [removed: Measures.* |][added: Measures.”]

Our focus on the [removed: following four strategic disciplines] [added: Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing)] has made us one of the most profitable public companies in the industry (as measured by aggregates gross profit per ton).

Operational Excellence — [removed: Continuous] [added: We strive for continuous] and sustainable improvements in [removed: both] our operating disciplines and our industry-leading safety [removed: performance coupled with better asset utilization through improved availability and throughput leads to effective cost control.][added: performance.]

[removed: Strategic Sourcing — Leveraging common] [added: Deploying best] practices and innovation [removed: leads] [added: allows us] to [added: spend] more time in our plants and with our suppliers to deliver the right parts and services at the right time and optimize the total cost of ownership.

[removed: Commercial Excellence — Clearly] [added: We have clearly] defined roles and responsibilities [removed: together with access to real time, forward-looking metrics lead to] [added: which enable] our sales teams [removed: spending] [added: to spend] less time on non-selling activities and more time responding to our customers’ needs.

[removed: Logistics Innovation —] Partnering with our customers (truck drivers and [removed: contractors) to provide a] [added: contractors), our] bundled logistics [removed: solution with digital shipping records and on-site, mobile visibility leads to] [added: solutions enable] streamlined scheduling, speed and accuracy of delivery, [removed: and] [added: as well as] efficient back-office processes.

We manage [removed: these disciplines] [added: the Vulcan Way of Selling & Operating] locally and align our talent and incentives accordingly.

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

In [removed: 2021,] [added: 2022,] we achieved an overall Mine Safety and Health Administration (MSHA) safety performance of [removed: 0.98] [added: 1.00] injuries per 200,000 employee hours worked, which is both industry-leading and considered world-class.

We [removed: leveraged] [added: leverage] our charitable foundation and company funds to support food banks, healthcare services, childhood education remote learning programs and other initiatives designed to lessen the difficulties experienced in many of our communities.

Our charitable foundation alone has provided [removed: more than $60] [added: nearly $66] million in support over the past 20 years to essential charitable, civic and educational organizations that strengthen and enrich our communities.

For a discussion of our energy management and greenhouse gas emissions initiatives, see the [added: Environmental Stewardship and] Climate Change section later within this Item 1 under Other Business-Related Items.

As of December 31, [removed: 2021,] [added: 2022,] we had 404 active aggregates facilities, [removed: 69] [added: 71] asphalt facilities, [removed: 173] [added: 142] concrete facilities and 1 calcium facility.

Our [removed: 2021] [added: 2022] total revenues and gross profit by segment are illustrated as follows (Calcium revenues and gross profit were less than one percent):

[removed: |  |  |][added: ]

[removed: |  | |][added: ]

We serve these markets from quarries that have access to cost-effective long-haul transportation — shipping by barge and rail — and from our [removed: quarry on Mexico’s Yucatan Peninsula] [added: quarries in Quintana Roo, Mexico (see Note 12, NAFTA Arbitration) and Puerto Cortés, Honduras (acquired in the third quarter of 2022)] with our fleet of Panamax-class, self-unloading ships.

*For additional information regarding our Calica operations in Mexico, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”*

VMC includes U.S. Concrete revenues subsequent to the August 2021 acquisition.*

*Source: Woods & Poole Economics, Complete Economic and Demographic Data Source (CEDDS) 2022*

We subsequently exited the New Jersey, New York and Pennsylvania concrete markets in 2022.

ROIC and Adjusted EBITDA are Non-GAAP financial measures.

Commercial Excellence — We place great emphasis on the unique characteristics of each geographic market, and we interact with our customers accordingly.

We leverage our coast-to-coast presence, sharing best practices and real-time, forward-looking metrics with our sales teams to drive high quality discussions, value selling and improved solutions for our customers.

Logistics Innovation — Our industry-leading logistics team manages the shipments of nearly half of our products.

We provide logistics systems that give us real-time information including on-site, mobile visibility to orders, deliveries and digital shipping records.

Leveraging our size and diversity, we harness technology and innovation to equip our operators with the tools and information they need to improve our customer service, asset utilization and production efficiencies.

Strategic Sourcing — We focus on value preservation and creation in our sourcing, leveraging our scale to save money across the organization while making sure our employees have the supplies and equipment they need.

As a result, from 2020 to 2022, aggregates gross profit per ton has improved from $5.57 to $5.96 (an increase of 7%), and aggregates cash gross profit per ton has improved from $7.11 to $7.83 (an increase of 10%).

Aggregates cash gross profit per ton is a Non-GAAP financial measure.

Non-GAAP financial measures are defined and reconciled within Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Reconciliation of Non-GAAP Financial Measures.”

In 2022, we sold excess real estate in Southern California for net proceeds of $23.6 million resulting in a pretax gain of $23.5 million.

For example, in 2021 we partnered with the city of Atlanta to convert our Bellwood Quarry into a reservoir.

This reservoir will serve as an emergency water supply for Atlanta, holding more than 2 billion gallons of water from the Chattahoochee River.

This amount is enough backup water supply to last between 30 and 90 days — a significant improvement from the city’s previous reserve of three to five days.

We are proud to have worked with the city of Atlanta to provide an extremely valuable asset that protects and serves local communities.

The actions of our Grandin Sand Plant facility in Florida over the last two years are a prime example of our commitment to community relations.

This aggregates operation provided support to federal, state and local government clients to help rebuild from Hurricane Irma and Hurricane Matthew along the Florida coast.

We worked with the Army Corps of Engineers, the Federal Emergency Management Agency and county officials to support the reconstruction of beaches to improve public usability and protection from future storm events.

As an example of our commitment to environmental stewardship, we have been a proud national partner of the Wildlife Habitat Council (WHC) since 1990 when our Sanders quarry became the first site in the U.S. to obtain certification by WHC.

Since then, we have received accreditation for 40 quarry sites containing wildlife enhancement programs.

Our reforestation efforts at our Calica quarry in Mexico provide another example of our commitment to environmental stewardship.

Since we began closely recording data about our reforestation efforts, we have planted an average of 2,885 trees per hectare, significantly more than the 500 recommended by the National Forestry Commission.

Over a nearly 20-year time span, we have planted approximately 80,000 trees.

We also maintain nearly 30% of our land as protected forest and as a natural forest conservation area, which contains three Mayan archaeological sites and four cenotes (underground natural pools historically used for sacred Mayan ceremonies).

During 2022, we reused 1.7 million tons of RAP and recycled 2.1 million tons of concrete.

We produce and sell aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services in twenty-two states, the U.S. Virgin Islands, Washington D.C., Freeport (Bahamas), British Columbia (Canada), Puerto Cortés (Honduras) and Quintana Roo (Mexico) — see Note 12, NAFTA Arbitration.

We also ship railroad ballast to eleven additional states and supply direct shipments to Hawaii.

This approval rate was higher than the historical average.

In December 2022, President Biden signed the FFY 2023 omnibus spending package, which fully funds the IIJA highway investment levels for FFY 2023.

The FFY 2023 spending package also enables states and localities to use funds from the American Rescue Plan Act of 2021, a COVID-19 relief package for infrastructure projects, including highways, roads and bridges.

In Vulcan-served states, counties and cities, this amounts to $70 billion additional Federal resources available.

WRDA 2022 provides the Army Corps with authorization and funding for flood and coastal storm risk management and ecosystem restoration in support of resilience and sustainability.

Notably, WRDA 2022 includes a policy provision that makes permanent the Inland Waterways Trust Fund (IWTF) cost share for lock and dam construction and major rehabilitation projects, enabling the IWTF to help finance more projects.

We produce and sell ready-mixed concrete in California, Maryland, Oklahoma, Texas, Virginia, the U.S. Virgin Islands and Washington D.C. In April and August 2022, we strengthened our concrete positions in Virginia and California by acquiring additional concrete operations.

Subsequently, in November 2022, we exited the New Jersey, New York and Pennsylvania concrete markets.

MDU Resources Group, Inc.

| | |

| --- | --- |

VMC excludes U.S. Concrete, which was acquired in August 2021.*

*Source: Moody’s Analytics as of December 10, 2021*

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

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

As a result, aggregates gross profit per ton has improved from $5.32 in 2019 to $5.81 in 2021.

We are proud to maintain the third largest number of Certified Wildlife Habitat sites of any industrial company in the U.S. for 2021, in partnership with the international Wildlife Habitat Council.

We generally ship our products upon receipt of a purchase order or in some cases simply a price quote.

Therefore, we do not have a significant order backlog.

Because transportation is a significant part of the delivered cost of aggregates, our facilities are typically located in the markets they serve or have access to economical transportation via rail, barge or ship to a particular end market.

Most recently, in 2020 the Virginia legislature raised its statewide gas tax, and voters in Arkansas renewed a ½ cent sales tax measure originally approved in 2012, to provide significant revenue for highway construction and maintenance through motor fuel tax increases.

Other states have increased revenues outside of fuel taxes or made one-time increases.

Since 2012, eleven Vulcan-served states representing 88% of our 2021 total revenues have averaged a 69% increase in their states’ revenues for highways.

The FFY 2021 appropriations for the Army Corps, also passed as part of the year-end legislative package, funds for the first time the Army Corps Water Infrastructure Financing Program (CWIFP), which was authorized in the Water Resources Reform and Development Act of 2014 (WRRDA 2014).

Modeled after the highly popular TIFIA program in the surface transportation sector, CWIFP will accelerate non-federal investments in water resources infrastructure by providing long-term, low-cost loans to creditworthy borrowers.

We produce and sell asphalt mix in Alabama, Arizona, California, New Mexico, Tennessee and Texas.

In October 2019, we expanded our ready-mixed concrete operations in Virginia via an acquisition.

Impacts of climate change are seen in the forms of increased global temperatures and more frequent and intense droughts, heat waves, wildfires and storms, which can destroy habitats, affect livelihoods and communities, and disrupt the economy.

These severe impacts have been felt across our footprint as exemplified by the recent drought, wildfires and flooding in California; the number and severity of hurricanes in our Gulf Coast states; and flooding in our mid-Atlantic states.

Vulcan’s carbon footprint is small: in 2021, our total Scope 1 and 2 greenhouse gas (GHG) emissions were 1.1 million tons of CO2e.

On a per-operation basis, our industrial operations are well below the EPA’s threshold for reporting and permitting of GHG emissions.

We intend to disclose science-based targets aligned with holding warming to 1.5 degrees Celsius in 2023.

As an industry leader, we are committed to doing our part to strengthen the sustainability of our products and operations and to reduce our impact on the environment through initiatives that favorably impact climate change, such as: managing energy and operational efficiency to reduce GHG emissions and recycling.

Energy management, operational efficiency and the purchase of renewable energy have reduced our Scope 1 and Scope 2 GHG emissions per ton of production and per dollar of revenue compared to 2015, as noted below:

| | | | | | *Metric Tons of* | | | | *Metric Tons of* | | | |

| | *Scope 1& 2* | | *Change vs* | | *CO2e/* | | *Change vs* | | *CO2e/* | | *Change vs* | |

| *Year* *1* | *Emissions* | | *2015* | | *$Revenue* | | *2015* | | *Ton Shipped* | | *2015* | |

| 2015 | *852,118* | | | | *0.000249* | | | | *0.00439* | | | |

| 2016 | *888,798* | | *4.30%* | | *0.000247* | | *\-0.7%* | | *0.00450* | | *2.6%* | |

| 2017 | *922,159* | | *8.22%* | | *0.000237* | | *\-4.8%* | | *0.00457* | | *4.1%* | |

| 2018 | *951,169* | | *11.62%* | | *0.000217* | | *\-12.9%* | | *0.00433* | | *\-1.3%* | |

| 2019 | *997,999* | | *17.12%* | | *0.000202* | | *\-18.7%* | | *0.00425* | | *\-3.1%* | |

| 2020 | *965,246* | | *13.28%* | | *0.000199* | | *\-20.2%* | | *0.00427* | | *\-2.7%* | |

| 2021 | *1,145,084* | | *34.38%* | | *0.000206* | | *\-17.2%* | | *0.00477* | | *8.7%* | |

| *1* | *We exited the cement business in 2014. Therefore, we use 2015 as the baseline for measuring GHG emission over time in order to provide a more accurate measure of our progress.* |

We are actively assessing the scope and scale of potential opportunities to reduce future GHG emissions.

RECYCLING: Ensuring proper management of waste materials to prevent the release of contaminants to the environment is good environmental stewardship and good risk management.

Recycling of certain items also reduces our impact on climate change.

Since 2017, we have recycled more than 1.9 million gallons of used oil (including 0.4 million gallons in 2021) resulting in both a cost savings to us and a reduction in the amount of new fossil fuels required.

We were not subject to any penalties in [removed: 2021] [added: 2022] 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 | | | [removed: | | |]

| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, [removed: 2021] [added: 2022] OR | | [removed: | | |]

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to | | [removed: | | |]

[removed: | Commission file number: 001-33841 VULCAN MATERIALS COMPANY] (Exact Name of Registrant as Specified in Its Charter) [removed: | | | | | |]

| New Jersey (State or other jurisdiction of incorporation or organization) | | [removed: |] 20-8579133 (I.R.S. Employer Identification No.) | | [removed: |]

| 1200 Urban Center Drive, Birmingham, Alabama (Address of Principal Executive Offices) | | [removed: |] 35242 (Zip Code) | | [removed: |]

[removed: | (205) 298-3000] (Registrant’s telephone number, including area code) [removed: | | | | | |]

| Securities registered pursuant to Section 12(b) of the Act: | | | [removed: | | |]

| Title of each class Common Stock, $1 par value | [removed: |] Trading Symbol VMC | [removed: |] Name of each exchange on which registered New York Stock Exchange | [removed: |]

| Securities registered pursuant to Section 12(g) of the Act: None | | | [removed: | | |]

| 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. | | | [removed: | | |]

| Large accelerated filer þ Non-accelerated filer o | [removed: | |] Accelerated filer o Smaller reporting company o Emerging growth company o | | [removed: |]

| 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 | | | [removed: | | |]

| 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 [removed: | | |] [added: If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o] | | |

| [removed: ‎Indicate] [added: Indicate] by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | | [removed: | | | ‎Yes] [added: Yes] o No þ |

| Aggregate market value of voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2021:] [added: 2022:] | [removed: ‎$23,045,807,043] [added: $18,855,378,169] |

| Number of shares of common stock, $1.00 par value, outstanding as of February [removed: 15, 2022:] [added: 14, 2023:] | [removed: 132,792,275] [added: 132,974,340] |

| Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May [removed: 13, 2022,] [added: 12, 2023,] 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: 2021] [added: 2022] CONTENTs | | | |

| | 7A | [Quantitative and Qualitative Disclosures about Market Risk](#PartII_Item7A) | [removed: 72] [added: 73] |

| | 8 | [Financial Statements and Supplementary Data](#PartII_Item8) | [removed: 73] [added: 74] |

| | 9 | [Changes in and Disagreements with Accountants on Accounting and ‎ Financial Disclosure](#PartII_Item9) | [removed: ‎129] [added: ‎131] |

| | 9A | [Controls and Procedures](#PartII_Item9A) | [removed: 129] [added: 131] |

| | 9B | [Other Information](#PartII_Item9B) | [removed: 131] [added: 133] |

| | 9C | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#PartII_Item9C) | [removed: 131] [added: 133] |

| III | 10 | [Directors, Executive Officers and Corporate Governance](#PartIII_Item10) | [removed: 132] [added: 134] |

| | 11 | [Executive Compensation](#PartIII_Item11) | [removed: 132] [added: 134] |

| | 12 | [Security Ownership of Certain Beneficial Owners and ‎ Management and Related Stockholder Matters](#PartIII_Item12) | [removed: ‎132] [added: ‎134] |

| | 13 | [Certain Relationships and Related Transactions, and Director Independence](#PartIII_Item13) | [removed: 132] [added: 134] |

| | 14 | [Principal Accounting Fees and Services](#PartIII_Item14) | [removed: 132] [added: 134] |

| IV | 15 | [Exhibits and Financial Statement Schedules](#PartIV_Item15) | [removed: 133] [added: 135] |

| | 16 | [Form 10-K Summary](#PartIV_Item16) | [removed: 138] [added: 139] |

international business operations and relationships, including recent actions taken by the Mexican government with respect to our [added: property and] operations in that country

the impact of future regulatory or legislative actions, including those relating to climate change, [added: biodiversity, land use,] wetlands, greenhouse gas emissions, the definition of minerals, tax policy [removed: or] [added: and domestic and] international trade

labor [added: relations,] shortages and constraints

[removed: *Our Mission*][added: Our Mission]

| | | |

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

Commission file number: 001-33841

VULCAN MATERIALS COMPANY

| | | | New York Stock Exchange |

(205) 298-3000

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

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

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

| | — | [Signatures](#Signatures) | 140 |

the risks of open pit and underground mining

expectations relating to environmental, social and governance considerations

claims that our products do not meet regulatory requirements or contractual specifications

st

| | | | | | |

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

| | — | [Signatures](#Signatures) | 139 |

As the largest U.S. supplier of construction aggregates, we have mining properties across the U.S. and in the Bahamas, [removed: Canada] [added: Canada, Honduras, Mexico] and [removed: Mexico.][added: the U.S. Virgin Islands.]

We principally serve markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in [added: Freeport, Bahamas;] British Columbia, [removed: Canada] [added: Canada; Puerto Cortés, Honduras] and Quintana Roo, Mexico.

The following map illustrates the location of our [removed: 228] [added: 234] aggregates production stage properties and [removed: 71] [added: 78] development stage properties.

Our [removed: 34] [added: 36] aggregates exploration stage properties are excluded from this map.

][added: 53](https://www.sec.gov/Archives/edgar/data/1396009/000139600923000007/vmc-20221231x10kg014.jpg)]

[removed: Active aggregates facilities] [added: Production stage properties] generally include one or more scale houses, office buildings, maintenance shops and processing plants.

As of December 31, [removed: 2021,] [added: 2022,] we directly operated substantially all of our aggregates production facilities.

The supporting information includes aerial photography, topography, geologic maps, aggregates rock quality information (including core drilling, hand samples, and bulk sample testing, and/or geophysical data), hydrology, archaeology, biology, property boundary information, zoning information, [added: and] relevant municipal and environmental permitting information.

Our [removed: 2021] [added: 2022] measured, indicated and inferred aggregates resources are based on an initial assessment using an average sales price assumption ranging from [removed: $5.00] [added: approximately $6.00] to [removed: $20.00] [added: $24.00] per ton depending on the location/market.

The table below presents, by division, the tons of measured, indicated and inferred aggregates resources and the percentage of aggregates resources by commodity as of December 31, [removed: 2021.][added: 2022.]

| | | | *(millions of tons)* | | | | | | | | *Percentage [removed: of Aggregates Resources] by Commodity* | | | | | [removed: | | | | | |]

| | | | *Aggregates Resources* | | | | | | | | | | | [removed: | | | *Sand &* | | |] [added: Sand &] | |

| *Division* *1* | | | *Measured (M)* | | *Indicated (I)* | | *Total (M) + (I)* | | *Inferred* | | [removed: *Limestone* | | | *Granite* | | | *Gravel*] [added: Stone 2] | | | [removed: *Other* *2*] [added: Gravel] | |

| Mountain West | | | [removed: *30.1*] [added: *31.5*] | | *0.4* | | [removed: *30.5*] [added: *31.9*] | | [removed: *31.5*] [added: *26.7*] | | *0.0%* | | | [removed: *0.1%* | | |] *0.4%* | | [removed: | *0.0%* | |]

| *1* | *The divisions are defined by states/countries as follows:* *Central Division* — *Illinois, Kentucky and Tennessee* [added: *East Division* — *North Carolina, South Carolina and North/Central Georgia*] *International Division* — [added: *Puerto Cortés (Honduras) and*] *Quintana Roo [removed: (Mexico), the U.S. Virgin Islands] [added: (Mexico)* *Mountain West Division* — *Arizona] and [removed: British Columbia (Canada)* *Mideast] [added: New Mexico* *Northeast] Division* — *Delaware, Maryland, [removed: North Carolina,] [added: New Jersey, New York,] Pennsylvania, Virginia and Washington D.C.* [removed: *Mountain West Division* — *Arizona and New Mexico* *Southeast] [added: *South] Division* — *Florida (excluding panhandle), [removed: Georgia and] South [removed: Carolina*] [added: Georgia, Freeport (Bahamas) and the U.S. Virgin Islands*] *Southern Gulf Coast Division* — *Alabama, Arkansas, Florida Panhandle, Louisiana and Mississippi* *Southwest Division* — *Oklahoma and Texas* *Western Division* — [removed: *California* *U.S. Concrete* *— Aggregates facilities are located in* *New Jersey, New York, Oklahoma, and Texas. Excludes the U.S. Virgin Islands] [added: *California] and British Columbia [removed: (Canada) which are included in the International Division*] [added: (Canada)*] | |

| *2* | [removed: *Other:] [added: *Stone:] amphibolite, argillite, gneiss, [added: granite, limestone,] marble, [removed: sandstone] [added: quartzite] and [removed: quartzite*] [added: sandstone*] | |

Our [removed: 2021] [added: 2022] proven and probable aggregates reserves were estimated by internal experts (i.e. geologists or engineers).

The economic viability of our reserves were determined using average aggregates prices ranging from [removed: $5.00] [added: approximately $6.00] to [removed: $20.00] [added: $24.00] per ton depending on the location/market.

The tables below present by reserve classification — proven, probable and total proven & probable [removed: (P&P)] — and by division, the tons of aggregates reserves as of December 31, [removed: 2021] [added: 2022] and the percentages by commodity type.

The third (proven & probable) table also notes the [removed: 2021] [added: 2022] production.

| | | | *(millions of tons)* | | | | | | | *Percentage [removed: of Proven Aggregates Reserves] by [removed: Commodity* | | | | | |] [added: Commodity Type*] | | | | |

| | | | *Aggregates Reserves* | | | | | | | | | | [removed: | | |] *Sand &* | | [removed: | | |]

| *Division* *1* | | | *Proven* | | | | | | | [removed: *Limestone* | | | *Granite*] [added: *Stone* *3*] | | | *Gravel* | | [removed: | *Other* *3* | |]

| Southern Gulf Coast | | | [removed: 1,734.5 | | |] [added: 1,705.3] | | | | [removed: 13.6%] | | | [removed: 0.9%] [added: 14.7%] | | | 0.0% | | [removed: | 0.5% | |]

| [removed: U.S. Concrete] [added: International] | | | 0.0 | | | | | | | 0.0% | | | 0.0% | | [removed: | 0.0% | | | 0.0% | |]

| | | | *(millions of tons)* | | | | | | | *Percentage [removed: of Probable Aggregates Reserves] by [removed: Commodity* | | | | | |] [added: Commodity Type*] | | | | |

| *Division* *1* | | | *Probable* | | | | | | | [removed: *Limestone* | | | *Granite*] [added: *Stone* *3*] | | | *Gravel* | | [removed: | *Other* *3* | |]

| Southern Gulf Coast | | | [removed: 46.7] [added: 46.6] | | | | | | | 1.2% | | | 0.0% | | [removed: | 0.0% | | | 0.0% | |]

| Southwest | | | 105.0 | | | | | | | 2.6% | | | 0.0% | | [removed: | 0.0% | | | 0.0% | |]

| | | | *(millions of tons)* | | | | | | | *Percentage [removed: of Total P&P Aggregates Reserves] by [removed: Commodity* | | | | | |] [added: Commodity Type*] | | | | |

| | | | *Aggregates Reserves* | | | | [removed: 2021 2] | | | | | | [removed: | | |] *Sand &* | | [removed: | | |]

| *Division* *1* | | | *Total Proven & Probable* | | | | *Production* | | | [removed: *Limestone* | | | *Granite*] [added: *Stone* *3*] | | | *Gravel* | | [removed: | *Other* *3* | |]

| *2* | *Production totals for the two prior years were as follows: [removed: 2020] [added: 2021] – [removed: 203.1] [added: 222.8] million tons and [removed: 2019] [added: 2020] – [removed: 217.0] [added: 203.1] million tons.* | |

| *4* | *Includes a maximum of [removed: 300.3] [added: 285.7] million tons of reserves encumbered by volumetric production payments as defined in Note 2 “Revenues” in Item 8 “Financial Statements and Supplementary Data.”* | |

Our current estimate of 15.6 billion tons of proven and probable aggregates reserves [removed: reflects a decrease of 0.3 billion tons] [added: is unchanged] from the prior year’s estimate.

Of the 15.6 billion tons of estimated proven and probable aggregates reserves reported at the end of [removed: 2021,] [added: 2022,] 13.2 billion tons or [removed: 86%] [added: 85%] are located on production stage properties and [removed: 2.2] [added: 2.4] billion tons or [removed: 14%] [added: 15%] are located on development stage properties.

Of the 15.6 billion tons of aggregates reserves at December 31, [removed: 2021, 9.1] [added: 2022, 9.2] billion tons or [removed: 58%] [added: 59%] are located on owned land and [removed: 6.5] [added: 6.4] billion tons or [removed: 42%] [added: 41%] are located on leased land.

The table below presents, by division, the count of active aggregates facilities as of December 31, [removed: 2021] [added: 2022] and the types of facilities operated.

| Central | | | 48 | | | 3 | | | 51 | | | [removed: 5] [added: 4] | | | 10 | | | [removed: 66] [added: 65] | |

| International [added: 3] | | | [removed: 3] [added: 2] | | | [removed: 1] [added: 0] | | | [removed: 4] [added: 2] | | | 0 | | | 0 | | | [removed: 4] [added: 2] | |

*For additional information regarding our Calica operations in Mexico, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”*

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

| Central | | | *581.3* | | *1,167.5* | | *1,748.8* | | *529.5* | | *16.4%* | | | *0.1%* | |

| East | | | *2,685.7* | | *757.9* | | *3,443.6* | | *295.3* | | *27.1%* | | | *0.0%* | |

| International | | | *0.0* | | *61.1* | | *61.1* | | *0.0* | | *0.4%* | | | *0.0%* | |

| Northeast | | | *947.4* | | *16.0* | | *963.4* | | *19.2* | | *6.7%* | | | *0.4%* | |

| South | | | *581.0* | | *578.7* | | *1,159.7* | | *382.8* | | *10.1%* | | | *1.1%* | |

| Southern Gulf Coast | | | *690.0* | | *108.3* | | *798.3* | | *218.4* | | *7.1%* | | | *0.3%* | |

| Southwest | | | *568.1* | | *97.3* | | *665.4* | | *500.0* | | *7.4%* | | | *1.1%* | |

| Western | | | *521.6* | | *1,751.9* | | *2,273.5* | | *666.6* | | *12.1%* | | | *9.3%* | |

| Total | | | 6,606.6 | | 4,539.1 | | 11,145.7 | | 2,638.5 | | 87.3% | | | 12.7% | |

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

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

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

| Central | | | 1,965.8 | | | | | | | 16.8% | | | 0.1% | |

| East 4 | | | 2,688.4 | | | | | | | 23.1% | | | 0.0% | |

| International 5 | | | 476.8 | | | | | | | 4.1% | | | 0.0% | |

| Mountain West | | | 257.6 | | | | | | | 0.7% | | | 1.5% | |

| Northeast | | | 1,380.4 | | | | | | | 11.4% | | | 0.5% | |

| South | | | 1,007.8 | | | | | | | 7.1% | | | 1.5% | |

| Southwest | | | 1,348.7 | | | | | | | 10.2% | | | 1.4% | |

| Western | | | 795.4 | | | | | | | 4.0% | | | 2.9% | |

| Total Proven Reserves | | | 11,626.2 | | | | | | | 92.1% | | | 7.9% | |

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

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

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

| Central | | | 1,067.5 | | | | | | | 26.7% | | | 0.1% | |

| East 4 | | | 1,098.5 | | | | | | | 27.6% | | | 0.0% | |

| Mountain West | | | 66.2 | | | | | | | 0.5% | | | 1.1% | |

| Northeast | | | 439.1 | | | | | | | 10.1% | | | 1.0% | |

| South | | | 427.8 | | | | | | | 10.0% | | | 0.7% | |

| Western | | | 731.7 | | | | | | | 9.3% | | | 9.1% | |

| Total Probable Reserves | | | 3,982.4 | | | | | | | 88.0% | | | 12.0% | |

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

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

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

| | | | *Aggregates Reserves* | | | | 2022 2 | | | | | | *Sand &* | |

| Central | | | 3,033.3 | | | | 34.0 | | | 19.4% | | | 0.1% | |

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

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

| Central | | | *556.4* | | *1,144.1* | | *1,700.5* | | *362.9* | | *16.0%* | | | *0.0%* | | | *0.1%* | | | *0.0%* | |

| International | | | *144.2* | | *757.2* | | *901.4* | | *0.0* | | *0.0%* | | | *0.6%* | | | *0.5%* | | | *5.9%* | |

| Mideast | | | *2,133.7* | | *132.0* | | *2,265.7* | | *6.2* | | *0.0%* | | | *6.0%* | | | *0.1%* | | | *11.7%* | |

| Southeast | | | *2,009.8* | | *1,205.1* | | *3,214.9* | | *671.9* | | *1.8%* | | | *0.7%* | | | *1.2%* | | | *26.8%* | |

| Southern Gulf Coast | | | *667.5* | | *129.2* | | *796.7* | | *177.7* | | *6.8%* | | | *0.4%* | | | *0.3%* | | | *0.1%* | |

| Southwest | | | *449.6* | | *31.6* | | *481.2* | | *500.0* | | *7.7%* | | | *0.0%* | | | *0.0%* | | | *0.0%* | |

| Western | | | *69.0* | | *1,183.8* | | *1,252.8* | | *275.2* | | *0.0%* | | | *3.0%* | | | *9.0%* | | | *0.0%* | |

| U.S. Concrete | | | *94.4* | | *0.0* | | *94.4* | | *0.0* | | *0.0%* | | | *0.0%* | | | *0.2%* | | | *0.6%* | |

| Total | | | 6,154.7 | | 4,583.4 | | 10,738.1 | | 2,025.4 | | 32.2% | | | 10.8% | | | 11.8% | | | 45.2% | |

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

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

| Central | | | 2,015.1 | | | | | | | 17.2% | | | 0.0% | | | 0.1% | | | 0.0% | |

| International | | | 499.2 | | | | | | | 3.5% | | | 0.0% | | | 0.8% | | | 0.0% | |

| Mideast | | | 2,317.5 | | | | | | | 3.8% | | | 2.9% | | | 0.5% | | | 12.7% | |

| Mountain West | | | 234.6 | | | | | | | 0.0% | | | 0.3% | | | 1.3% | | | 0.4% | |

| Southeast 4 | | | 2,888.6 | | | | | | | 3.0% | | | 1.0% | | | 1.7% | | | 19.2% | |

| Southwest | | | 1,230.4 | | | | | | | 9.8% | | | 0.8% | | | 0.0% | | | 0.0% | |

| Western | | | 715.1 | | | | | | | 0.0% | | | 3.8% | | | 2.3% | | | 0.0% | |

| Total Proven Reserves | | | 11,635.0 | | | | | | | 50.9% | | | 9.7% | | | 6.7% | | | 32.7% | |

| Central | | | 1,038.3 | | | | | | | 25.9% | | | 0.0% | | | 0.1% | | | 0.0% | |

| International | | | 29.1 | | | | | | | 0.0% | | | 0.7% | | | 0.0% | | | 0.0% | |

| Mideast | | | 960.3 | | | | | | | 6.1% | | | 4.7% | | | 0.4% | | | 12.8% | |

| Mountain West | | | 98.8 | | | | | | | 0.0% | | | 0.5% | | | 2.0% | | | 0.0% | |

| Southeast 4 | | | 880.3 | | | | | | | 1.6% | | | 1.4% | | | 0.7% | | | 18.4% | |

| Western | | | 688.9 | | | | | | | 0.0% | | | 8.4% | | | 8.8% | | | 0.0% | |

| U.S. Concrete | | | 143.9 | | | | | | | 0.3% | | | 0.0% | | | 3.0% | | | 0.4% | |

| Total Probable Reserves | | | 3,991.3 | | | | | | | 37.6% | | | 15.8% | | | 15.0% | | | 31.6% | |

| Central | | | 3,053.4 | | | | 33.8 | | | 19.4% | | | 0.0% | | | 0.1% | | | 0.0% | |

| International | | | 528.3 | | | | 10.2 | | | 2.6% | | | 0.2% | | | 0.6% | | | 0.0% | |

| Mideast | | | 3,277.8 | | | | 38.6 | | | 4.4% | | | 3.4% | | | 0.5% | | | 12.7% | |

| Mountain West | | | 333.4 | | | | 8.8 | | | 0.0% | | | 0.3% | | | 1.5% | | | 0.3% | |

| Southeast 4 | | | 3,768.9 | | | | 56.1 | | | 2.6% | | | 1.1% | | | 1.4% | | | 19.0% | |

| Southern Gulf Coast | | | 1,781.2 | | | | 25.7 | | | 10.4% | | | 0.7% | | | 0.0% | | | 0.3% | |

| Southwest | | | 1,335.4 | | | | 24.7 | | | 7.9% | | | 0.6% | | | 0.0% | | | 0.0% | |

| Western | | | 1,404.0 | | | | 20.7 | | | 0.0% | | | 5.0% | | | 4.0% | | | 0.0% | |

| U.S. Concrete | | | 143.9 | | | | 4.2 | | | 0.1% | | | 0.0% | | | 0.8% | | | 0.1% | |

| Total P&P Reserves | | | 15,626.3 | | | | 222.8 | | | 47.5% | | | 11.3% | | | 8.8% | | | 32.4% | |

| *3* | *Other: amphibolite, argillite, gneiss, marble, sandstone and quartzite.* | |

The names, positions and ages, as of February 20, [removed: 2022,] [added: 2023,] of our executive officers are as follows:

| J. Thomas Hill | Chairman, President and Chief Executive Officer | [removed: 62] [added: 63] |

| [removed: Suzanne H. Wood] [added: Mary Andrews Carlisle] | Senior Vice President and Chief Financial Officer | [removed: 61] [added: 42] |

| Stanley G. Bass | Chief Strategy Officer | [removed: 60] [added: 61] |

| Thompson S. Baker II | Chief Operating Officer | [removed: 63] [added: 64] |

| David P. Clement | Senior Vice President, [removed: Central] [added: East] Division, Operations [removed: Support,] [added: Support and] Procurement [removed: & Environmental] | [removed: 61] [added: 62] |

| Denson N. Franklin III | Senior Vice President, General Counsel and Secretary | [removed: 58] [added: 59] |

| Jerry F. Perkins Jr. | Senior Vice President, Southern [removed: &] Gulf Coast and [removed: Mountain West] [added: Central] Divisions, Commercial Excellence | [removed: 52] [added: 53] |

| Ronnie [added: A.] Pruitt | Senior Vice President, [removed: U.S. Concrete,] [added: Southwest] and Western [removed: and Southwest] Divisions | [removed: 51] [added: 52] |

| Jason P. Teter | Senior Vice President, [removed: Mideast] [added: Mountain West, Northeast] and [removed: Southeast] [added: South] Divisions | [removed: 47] [added: 48] |

| Randy L. Pigg | Vice President, Controller and Principal Accounting Officer | [removed: 49] [added: 50] |

Previously, he served as Executive Vice President and Chief Operating Officer from January 2014 to July 2014, and Senior Vice President [removed: —] [added: of the] South Region from December 2011 to December 2013.

He served as Senior Vice President [removed: —] [added: of the] Western and Mountain West Divisions from January 2015 to February 2016, and Senior Vice President [removed: —] [added: of the] West Region from September 2013 to December 2014.

Prior to that, he served as Senior Vice President [removed: —] [added: of the] Central and West Regions from February 2013 to September 2013 and Senior Vice President [removed: —] [added: of the] Central Region from December 2011 to February 2013.

Prior to that, he served in a number of positions with Vulcan, including President [removed: —] [added: of the] Florida Rock Division, before serving as Chief Executive Officer of FRP Holdings, Inc. from October 2010 to March 2017 and President and Chief Executive Officer of Patriot Transportation Holding, Inc. from December 2014 to March 2017.

He has held the positions of Vice President of Operations for the Midwest Division, Vice President and General Manager of the Central Region, Senior Vice President of the Central [removed: Region,] [added: Region] and [removed: most recently as] President of the Central Division.

Franklin III joined [removed: us] [added: the Company] in December 2019 as Senior Vice President, General Counsel and Secretary.

Prior to [removed: that] [added: that,] he was a partner at Bradley Arant Boult Cummings LLP, a law firm based in Birmingham, Alabama.

Perkins Jr. [removed: was appointed] [added: is] Senior Vice President [added: of the Central and] Southern [removed: &] Gulf Coast [removed: and Mountain West Divisions,] [added: Divisions as well as] Commercial [removed: Excellence in September 2021.][added: Excellence.]

He previously served as Senior Vice President of the Southern [removed: &] Gulf Coast and Mountain West Divisions since August 2021 and, prior to that role, served as Senior Vice President of the Southern [removed: &] Gulf Coast and Southwest Divisions since March 2020.

[removed: Ronnie] Pruitt is Senior Vice President of [removed: U.S. Concrete and] the [removed: Western and] Southwest [added: and Western] Divisions.

[removed: Teter] [added: Prior to his current position, he] was [removed: appointed] Senior Vice President of the Mideast and Southeast [removed: Divisions in March 2020.][added: Divisions.]

He [removed: also] [added: previously] served as Vice President of [removed: Finance for Vulcan] [added: Finance, President of the Southeast Division] and President of the Southern [removed: and] Gulf Coast Division.

Prior to that, he served in a number of positions with Vulcan, including Manager Financial Research & Reporting and Finance Director [removed: —] [added: of the] Central Region.

| Darren L. Hicks | Senior Vice President and Chief Human Resources Officer | 53 |

Mary Andrews Carlisle was appointed Chief Financial Officer effective September 1, 2022.

In her prior role as Vice President, Finance, she led a number of key financial, operational and corporate initiatives since March 2020.

Ms. Carlisle joined the Company in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development.

Darren L.

Hicks was appointed Chief Human Resources Officer effective March 1, 2022.

He previously served as Vice President, Human Resources, where he focused on talent management, leadership development and diversity, equity and inclusion initiatives.

Mr. Hicks joined the Company in 1994 and has held various positions in human resources at both the corporate and division level.

Clement is Senior Vice President of the East Division, Operations Support and Procurement.

Ronnie A.

Teter is Senior Vice President of the Mountain West, Northeast and South Divisions.

Suzanne H.

Wood was elected Senior Vice President, Chief Financial Officer effective September 2018 and also served as Secretary from September 2019 to December 2019.

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 is chair of the audit committee of RELX Group, a FTSE 50 global professional information and analytics company.

She also serves on the board of directors, audit committee and nominations committee of Ferguson plc, the FTSE 100 leading distributor of plumbing and heating products.

Clement was appointed Senior Vice President Central Division, Operations Support, Procurement & Environmental in September 2021.

Prior to his current position, he was President of the Southeast Division.

As of February [removed: 15, 2022,] [added: 14, 2023,] the number of shareholders of record was [removed: 2,277.][added: 2,158.]

Purchases of our equity securities during the quarter ended December 31, [removed: 2021] [added: 2022] are summarized [removed: below.][added: below:]

| *1* | *In* *February 2017, our Board of Directors authorized us to purchase* *up to 10,000,000 shares of our common stock.* *As of December 31, [removed: 2021,] [added: 2022,] there were* *8,064,851* *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: 2021.][added: 2022.]

| 2022 | | | | | | | | | | | |

| 2021 | | | | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 25, 2022] [added: 24, 2023] expressed an unqualified opinion on the Company's internal control over financial reporting.

| Part II | [removed: 73] [added: 129] |

[removed: Acquisitions – U.S.] [added: Goodwill Valuation —] Concrete [removed: -] [added: Reporting Units —] Refer to [removed: Note 19] [added: Notes 1 and 18] to the consolidated financial statements

[removed: Performing audit procedures to evaluate the reasonableness of future cash flows, discount rates and market pricing inputs] [added: This] required a high degree of auditor judgment and an increased extent of effort, including the need to involve [removed: internal] [added: our] fair value [removed: specialists.][added: specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates: specifically, assumptions related to the selection of revenue and EBITDA multiples and the discount rates.]

With the assistance of [removed: internal] [added: our] fair value specialists, [removed: we:][added: we performed the following:]

The groundwater treatment system for the Hewitt Landfill on-site remediation is fully operational [removed: as of December 31, 2021.][added: and the incurred and anticipated costs have been fully accrued for based on facts and circumstances known to the Company at this time.]

Due to these uncertainties, future amounts recorded related to the ultimate resolution of claims and assessments could cause actual losses to differ materially from accrued costs.We identified the Hewitt Landfill and NHOU (collectively the [removed: Hewitt] [added: “Hewitt] Landfill Environmental [removed: Matter)] [added: Matter” or “the Matter”)] as a critical audit matter because evaluating the estimate of the liability and the extent and sufficiency of related disclosures is subjective in nature and as such requires an increased extent of effort, involves especially subjective auditing judgments, and requires the involvement of our environmental specialists.

We read and compared the Company’s footnote disclosure to evidential matter obtained during [removed: our] [added: the] audit.

| | [removed: 2021] [added: 2022] | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | |

| Total revenues | $ [removed: 5,552.2] [added: 7,315.2] | | | $ [removed: 4,856.8] [added: 5,552.2] | | | $ [removed: 4,929.1] [added: 4,856.8] | |

| Cost of revenues | [removed: 4,178.8] [added: 5,757.5] | | | [removed: 3,575.3] [added: 4,178.8] | | | [removed: 3,673.2] [added: 3,575.3] | |

| Gross profit | [removed: 1,373.4] [added: 1,557.7] | | | [removed: 1,281.5] [added: 1,373.4] | | | [removed: 1,255.9] [added: 1,281.5] | |

| Selling, administrative and general expenses | [removed: 417.6] [added: 515.1] | | | [removed: 359.8] [added: 417.6] | | | [removed: 370.5] [added: 359.8] | |

| Gain on sale of property, plant & equipment and businesses | [removed: 120.1] [added: 10.7] | | | [removed: 4.0] [added: 120.1] | | | [removed: 23.8] [added: 4.0] | |

| Other operating expense, net | [removed: (65.1)] [added: (34.0)] | | | [removed: (30.0)] [added: (60.5)] | | | [removed: (31.7)] [added: (30.0)] | |

| Operating earnings | [removed: 1,010.8] [added: 951.4] | | | [removed: 895.7] [added: 1,010.8] | | | [removed: 877.5] [added: 895.7] | |

| Other nonoperating income (expense), net | [removed: 10.7] [added: 5.1] | | | [removed: (17.5)] [added: 10.7] | | | [removed: 9.2] [added: (17.5)] | |

| Interest income | [removed: 1.6] [added: 0.8] | | | 1.6 | | | [removed: 1.2] [added: 1.6] | |

| Interest expense | [removed: 149.3] [added: 169.2] | | | [removed: 136.0] [added: 149.3] | | | [removed: 130.2] [added: 136.0] | |

| Earnings from continuing operations before income taxes | [removed: 873.8] [added: 788.1] | | | [removed: 743.8] [added: 873.8] | | | [removed: 757.7] [added: 743.8] | |

| Current | [removed: 133.5] [added: 133.4] | | | [removed: 93.9] [added: 133.5] | | | [removed: 58.9] [added: 93.9] | |

| Deferred | [removed: 66.6] [added: 59.6] | | | [removed: 61.9] [added: 66.6] | | | [removed: 76.3] [added: 61.9] | |

| Total income tax expense | [removed: 200.1] [added: 193.0] | | | [removed: 155.8] [added: 200.1] | | | [removed: 135.2] [added: 155.8] | |

| Earnings from continuing operations | [removed: 673.7] [added: 595.1] | | | [removed: 588.0] [added: 673.7] | | | [removed: 622.5] [added: 588.0] | |

| Loss on discontinued operations, net of tax | [removed: (3.3)] [added: (18.6)] | | | [removed: (3.5)] [added: (3.3)] | | | [removed: (4.8)] [added: (3.5)] | |

| Net earnings | [removed: 670.4] [added: 576.5] | | | [removed: 584.5] [added: 670.4] | | | [removed: 617.7] [added: 584.5] | |

| [removed: Loss] [added: (Earnings) loss] attributable to noncontrolling interest | [removed: 0.4] [added: (0.9)] | | | [removed: 0.0] [added: 0.4] | | | 0.0 | |

| Net earnings attributable to Vulcan | $ [removed: 670.8] [added: 575.6] | | | $ [removed: 584.5] [added: 670.8] | | | $ [removed: 617.7] [added: 584.5] | |

| Deferred loss on [removed: interest rate derivative] [added: cash flow hedge] | 0.0 | | | [removed: (14.7)] [added: 0.0] | | | [removed: 0.0] [added: (14.7)] | |

| Amortization of prior [removed: interest rate derivative] [added: cash flow hedge] loss | 1.5 | | | [removed: 1.7] [added: 1.5] | | | [removed: 0.2] [added: 1.7] | |

| Adjustment for funded status of benefit plans | [removed: 13.4] [added: (6.5)] | | | [removed: 6.4] [added: 13.4] | | | [removed: (26.9)] [added: 6.4] | |

| Amortization of actuarial loss and prior service cost for benefit plans | [removed: 13.7] [added: 3.0] | | | [removed: 23.0] [added: 13.7] | | | [removed: 1.2] [added: 23.0] | |

| Other comprehensive income (loss) | [removed: 28.6] [added: (2.0)] | | | [removed: 16.4] [added: 28.6] | | | [removed: (25.5)] [added: 16.4] | |

| Comprehensive income | [removed: 699.0] [added: 574.5] | | | [removed: 600.9] [added: 699.0] | | | [removed: 592.2] [added: 600.9] | |

| Comprehensive [added: (earnings)] loss attributable to noncontrolling interest | [removed: 0.4] [added: (0.9)] | | | [removed: 0.0] [added: 0.4] | | | 0.0 | |

| Comprehensive income attributable to Vulcan | $ [removed: 699.4] [added: 573.6] | | | $ [removed: 600.9] [added: 699.4] | | | $ [removed: 592.2] [added: 600.9] | |

| Continuing operations | $ [removed: 5.08] [added: 4.47] | | | $ [removed: 4.44] [added: 5.08] | | | $ [removed: 4.71] [added: 4.44] | |

| Discontinued operations | [removed: (0.03)] [added: (0.14)] | | | (0.03) | | | [removed: (0.04)] [added: (0.03)] | |

‎

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company determines the fair value of its reporting units using both an income approach (which involves discounted estimated future cash flows) and a market approach (which involves the application of revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples for comparable companies).

The goodwill balance was $3,689.6 million as of December 31, 2022, of which $267.7 million was allocated to concrete reporting units.

The fair value exceeded the carrying value for each reporting unit as of the measurement date and, therefore, no impairment was recognized.

We identified goodwill for certain concrete reporting units as a critical audit matter because of the significant estimates and assumptions management makes to estimate the fair value and the sensitivity of the fair value of each to selected revenue and EBITDA multiples and discount rates.

Our audit procedures related to the selection of revenue and EBITDA multiples and the discount rates for the concrete reporting units included the following, among others:

We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the concrete reporting units, such as controls related to management’s selection of revenue and EBITDA multiples and the discount rates.

Evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

Evaluated the revenue and EBITDA multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies and comparable sale transactions, to the extent applicable.

February 24, 2023

| Loss on impairments | (67.9) | | | (4.6) | | | 0.0 | |

| | 2022 | | | *2021* | |

| 2022 — $10.9; 2021 — $10.3 | 845.6 | | | 783.2 | |

| Short-term debt | 100.0 | | | 0.0 | |

| Loss on impairments | 67.9 | | | 4.6 | | | 0.0 | |

| Balances at December 31, 2022 | 132.9 | | $ 132.9 | | | $ 2,839.0 | | $ 4,111.4 | | $ (154.7) | | | $ 6,928.6 | | $ 23.6 | | $ 6,952.2 | |

In addition, 2022 includes a $15.3 million charge for a litigation matter.

Orca was formed to develop the Orca quarry in British Columbia, Canada.

Events that relate to conditions arising after December 31, 2022 will be reflected in management’s estimates for future periods.

| *in millions* | | | 2022 | | | *2021* | |

During the third quarter of 2022, net assets held for sale (our concrete operations in New Jersey, New York and Pennsylvania) with a carrying value of $196.9 million were written down to their estimated fair value less cost to sell of $180.0 million, resulting in an impairment loss of $16.9 million (these net assets were subsequently sold during the fourth quarter resulting in an additional loss on sale of $17.4 million).

The estimated fair value was determined based on the expected proceeds from the probable sale of the disposal group.

See below for a related goodwill impairment charge and Note 19 for additional discussion of the disposal of the net assets.

During the third quarter of 2022, we recorded an interim goodwill impairment loss of $50.9 million resulting from the fourth quarter sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 for additional information).

The results of our annual impairment test performed as of November 1, 2022 indicated that the fair values of all reporting units with goodwill exceeded their carrying values by approximately 10% to greater than 100%.

The reporting units with the smallest excess of fair value versus carrying value include concrete operations acquired with U.S. Concrete in August 2021.

As previously noted, during the third quarter of 2022, we recorded a $16.9 million loss on impairment of long-lived assets resulting from the fourth quarter sale of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 for divestiture information and Note 18 for a related goodwill impairment charge).

| *dollars in millions* | 2022 | | | *2021* | |

| Discount rate | 4.20% | | | 1.10% | |

| 2023 | $ 55.2 | |

| 2024 | 30.6 | |

| 2025 | 19.8 | |

| 2026 | 11.5 | |

| 2027 | 6.2 | |

| SOSARs 1 | | $ 1.4 | | | 1.4 | |

| Restricted shares | | 9.6 | | | 1.8 | |

| assuming dilution | 133.6 | | | 133.5 | | | 133.2 | |

None

| East | $ 1,508.2 | | | $ 177.3 | | | $ 694.2 | | | $ 0.0 | | | $ 2,379.7 | |

The Company completed the acquisition of U.S. Concrete, Inc. (“USCR”), a leading supplier of aggregates and ready-mixed concrete, for total consideration of $1.63 billion on August 26, 2021.

The Company accounted for the business combination under the acquisition method of accounting.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, resulting in recorded goodwill of approximately $525 million.

Management determined the fair value of acquired intangible assets and property, plant & equipment to be approximately $674 million and $1.11 billion, respectively.

Management estimated the fair value of the intangible assets and property, plant & equipment using techniques that required management to make significant estimates and assumptions including those related to future cash flows, current market pricing of similar assets, and the selection of discount rates.

We identified the acquisition of USCR as a critical audit matter because of the subjectivity inherent in the estimates and assumptions management made in the determination of fair value of the aforementioned acquired assets.

Our audit procedures related to the estimates of fair value, including future cash flows, consisted of the following, among others:

We tested the effectiveness of controls over the purchase price allocation, including management’s controls over forecasts of future cash flows and the selection of the discount rate utilized to value the amortizable intangible assets acquired.

We also tested the effectiveness of management’s controls over the selection of market pricing inputs for the valuation of property, plant & equipment assets.

Evaluated the reasonableness of the selected valuation methodologies and the application of those methodologies;

Tested the source information underlying the determination of the discount rates and tested the mathematical accuracy of the fair value models;

Compared market pricing inputs to applicable external market sources.

We evaluated the reasonableness of management’s forecasts of future cash flows by comparing the assumptions used in the projections to external market sources, historical data, and results from other areas of the audit.

The incurred and anticipated costs have been fully accrued for based on facts and circumstances known to the Company at this time.

February 25, 2022

| 2021 — $10.3; 2020 — $2.6 | 783.2 | | | 512.9 | |

| Balances at December 31, 2018 | 131.8 | | $ 131.8 | | | $ 2,798.4 | | $ 2,444.9 | | $ (172.2) | | | $ 5,202.9 | | $ 0.0 | | $ 5,202.9 | |

| Purchase and retirement of | | | | | | | | | | | | | | | | | | |

| Cash dividends on common stock | 0.0 | | 0.0 | | | 0.0 | | (164.0) | | 0.0 | | | (164.0) | | 0.0 | | (164.0) | |

‎wholly-owned subsidiary companies.

In August 2021, we acquired a material business, U.S. Concrete, Inc., as presented in Note 19.

Allocation of the purchase price for the U.S. Concrete acquisition (see Note 19) has not been finalized and therefore these operations were excluded from our goodwill impairment tests.

| Discount rate | 1.10% | | | 0.30% | |

The significant increases presented in the table above are primarily due to the acquisition of U.S. Concrete (see Note 19).

| 2022 | $ 51.7 | |

| 2023 | 32.6 | |

| 2024 | 26.8 | |

| 2025 | 7.0 | |

| 2026 | 3.8 | |

| SOSARs 1 | | $ 1.2 | | | 1.3 | |

| Restricted shares | | 8.5 | | | 1.7 | |

INCOME TAXES During the first quarter of 2021, we adopted Accounting Standards Update (ASU) 2019-12, “Simplifying the Accounting for Income Taxes,” which added new guidance to simplify the accounting for income taxes and changed the accounting for certain income tax transactions.

The adoption of this standard did not materially impact our consolidated financial statements.

CONVERTIBLE INSTRUMENTS During the first quarter of 2021, we adopted ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU reduced the number of models used to account for convertible instruments and modified the diluted earnings per share calculations for convertible instruments.

This ASU also amended the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives.

| East | $ 1,283.7 | | | $ 142.4 | | | $ 243.4 | | | $ 0.0 | | | $ 1,669.5 | |

| West | 597.8 | | | 455.8 | | | 47.0 | | | 0.0 | | | 1,100.6 | |

| U.S. Concrete | 113.0 | | | 0.0 | | | 401.0 | | | 0.0 | | | 514.0 | |

| East | $ 1,254.8 | | | $ 166.5 | | | $ 261.2 | | | $ 0.0 | | | $ 1,682.5 | |

| Gulf Coast | 2,117.5 | | | 194.4 | | | 66.6 | | | 8.2 | | | 2,386.7 | |

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

[removed: Excluding the U.S. Concrete acquisition noted below, no material] [added: No other] changes were made during the fourth quarter of [removed: 2021] [added: 2022] to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

We have audited the internal control over financial reporting of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] of the Company and our report dated February [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion on those financial statements.

We are in the process of replacing our legacy quote to cash software system for our ready-mixed concrete operations.

We expect the full implementation of this system to be completed in the fourth quarter of 2023.

On August 26, 2021, we completed our acquisition of U.S. Concrete, which operated under its own set of systems and internal controls.

We completed the process of integrating U.S. Concrete processes to our internal control over financial reporting environment in the fourth quarter of 2022.

| Part II | 131 |

| February 24, 2023 |

| Part II | 132 |

We completed our acquisition of U.S. Concrete on August 26, 2021 and have not yet included U.S. Concrete in management’s assessment of the effectiveness of our internal controls over financial reporting.

We are currently integrating U.S. Concrete into our operations and internal control processes.

Accordingly, pursuant to the SEC’s general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment for one year following the acquisition, the scope of management’s assessment of the effectiveness of our disclosure controls and procedures does not include U.S. Concrete.

U.S. Concrete constituted approximately 10% of our total assets as of December 31, 2021 and approximately 8% of our total revenues for the year ended December 31, 2021.

| Part II | 129 |

As described in Item 9A, Controls and Procedures, management excluded from its assessment the internal control over financial reporting at U.S. Concrete, which was acquired on August 26, 2021, and whose financial statements constitute 10% of total assets and 8% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at U.S. Concrete.

| February 25, 2022 |

| Part II | 130 |

| Part II | 133 |

| Part II | 131 |

On or about March [removed: 28, 2022,] [added: 27, 2023,] we expect to file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (our [removed: “2022] [added: “2023] Proxy Statement”).

The information under the headings “Proposal 1 - Election of Directors,” “Corporate Governance – Policies,” “Corporate Governance – Director Nomination Process,” “Corporate Governance – Committees of the Board of Directors” and “Delinquent Section 16(a) Reports” (to the extent reported therein) included in our [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” included in our [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information under the headings “Security Ownership of Certain Beneficial Owners and Management,” and “Equity Compensation Plans” included in our [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information under the headings “Corporate Governance – Director Independence,” and “Corporate Governance – Transactions with Related Persons” included in our [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information under the heading “Independent Registered Public Accounting Firm” included in our [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

| Part III | [removed: 132] [added: 134] |

| | Report of Independent Registered Public Accounting Firm (PCAOB ID 34) | [removed: 73] [added: 74] – [removed: 75] [added: 76] | |

| | Consolidated Statements of Comprehensive Income | [removed: 76] [added: 77] | |

| | Consolidated Balance Sheets | [removed: 77] [added: 78] | |

| | Consolidated Statements of Cash Flows | [removed: 78] [added: 79] | |

| | Consolidated Statements of Equity | [removed: 79] [added: 80] | |

| | Notes to Consolidated Financial Statements | [removed: 80] [added: 81] – [removed: 128] [added: 130] | |

| Exhibit [removed: 2(a) |] [added: 10(b)] | | [removed: [Agreement and Plan of Merger,] [added: [Credit Agreement,] dated [removed: as of] June [removed: 6,] [added: 30,] 2021, [removed: by and] among Vulcan Materials Company, [removed: Grizzly Merger Sub I, Inc.] [added: Truist Bank, as Administrative Agent,] and [removed: U.S. Concrete, Inc.,] [added: the Lenders and other parties named therein,] filed as Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K filed on [removed: June 7,] [added: July 1,] 2021 [removed: 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312521183727/d177818dex21.htm)] [added: 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312521206349/d72908dex101.htm)] | | |

| ‎Exhibit 3(a) | | [removed: |] [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) | | [removed: |] [Amended and Restated By-Laws of the Company (as amended through [removed: March 23, 2020)] [added: December 9, 2022)] filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on [removed: March 25, 2020 1](http://www.sec.gov/Archives/edgar/data/1396009/000156459020012874/vmc-ex31_15.htm)] [added: December 12, 2022 1](http://www.sec.gov/ix?doc=/Archives/edgar/data/1396009/000114036122045269/brhc10045337_8k.htm)] | | |

| Exhibit 4(a) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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) | | [removed: |] [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(j) | | [removed: |] [Ninth Supplemental Indenture, dated as of May 18, 2020, 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 May 18, 2020 1](http://www.sec.gov/Archives/edgar/data/1396009/000119312520145154/d891796dex41.htm) | | |

| Exhibit 4(k) | | [removed: |] 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(l) | | [removed: |] [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(m) | | [removed: |] [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(n) | | [removed: |] [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 [removed: 4(o) |] [added: 10(n)] | | [removed: [Description] [added: [Vulcan Materials Company Change] of [removed: Securities,] [added: Control Severance Plan for Senior Officers, effective January 1, 2016,] filed as Exhibit [removed: 4(r)] [added: 10(m)] to the Company’s Annual Report on Form 10-K filed on February [removed: 26, 2020 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600920000006/vmc-20191231xex4_r.htm)] [added: 25, 2016 1,2](http://www.sec.gov/Archives/edgar/data/1396009/000139600916000044/vmc-20151231ex10ma03dee.htm)] | | |

| Exhibit [removed: 10(a) |] [added: 10(e)] | | [Second Amendment to Credit Agreement, dated [removed: April 10, 2020, among] [added: August 16, 2021, by and between] Vulcan Materials [removed: Company, each of the Guarantors, the Lenders party thereto,] [added: Company] and Truist [removed: Bank successor by merger to SunTrust] Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on [removed: August] [added: November] 5, [removed: 2020 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600920000040/vmc-20200630xex10_2.htm)] [added: 2021 1](http://www.sec.gov/Archives/edgar/data/1396009/000139600921000050/vmc-20210930xex10_2.htm)] | | |