Item 1. FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited	March 31			December 31			March 31
in millions	2022			2021			2021
Assets
Cash and cash equivalents	$ 123.1			$ 235.0			$ 722.3
Restricted cash	9.9			6.5			168.6
Accounts and notes receivable
Accounts and notes receivable, gross	928.6			849.0			596.0
Allowance for credit losses	(10.7)			(10.3)			(2.9)
Accounts and notes receivable, net	917.9			838.7			593.1
Inventories
Finished products	412.2			418.0			368.8
Raw materials	63.2			59.9			36.1
Products in process	4.4			4.2			4.6
Operating supplies and other	44.7			39.2			31.9
Inventories	524.5			521.3			441.4
Other current assets	87.2			95.1			67.6
Total current assets	1,662.6			1,696.6			1,993.0
Investments and long-term receivables	36.5			34.1			34.3
Property, plant & equipment
Property, plant & equipment, cost	10,724.1			10,444.4			9,110.3
Allowances for depreciation, depletion & amortization	(4,998.5)			(4,897.6)			(4,747.0)
Property, plant & equipment, net	5,725.6			5,546.8			4,363.3
Operating lease right-of-use assets, net	679.7			691.4			421.6
Goodwill	3,709.2			3,696.7			3,172.1
Other intangible assets, net	1,751.9			1,749.0			1,114.6
Other noncurrent assets	295.3			268.0			233.9
Total assets	$ 13,860.8			$ 13,682.6			$ 11,332.8
Liabilities
Current maturities of long-term debt	3.9			5.2			15.4
Short-term debt	100.0			0.0			0.0
Trade payables and accruals	390.1			365.5			255.6
Other current liabilities	398.7			398.6			294.9
Total current liabilities	892.7			769.3			565.9
Long-term debt	3,874.5			3,874.8			2,772.9
Deferred income taxes, net	1,007.7			1,005.9			733.6
Deferred revenue	166.8			167.1			172.4
Noncurrent operating lease liabilities	631.7			642.5			397.3
Other noncurrent liabilities	689.1			655.3			554.4
Total liabilities	$ 7,262.5			$ 7,114.9			$ 5,196.5
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480.0 shares,
Outstanding 132.9, 132.7 and 132.7 shares, respectively	132.9			132.7			132.7
Capital in excess of par value	2,806.8			2,816.5			2,797.7
Retained earnings	3,787.2			3,748.5			3,385.6
Accumulated other comprehensive loss	(151.6)			(152.7)			(179.7)
Total shareholders' equity	6,575.3			6,545.0			6,136.3
Noncontrolling interest	23.0			22.7			0.0
Total equity	$ 6,598.3			$ 6,567.7			$ 6,136.3
Total liabilities and equity	$ 13,860.8			$ 13,682.6			$ 11,332.8
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

‎

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF ‎COMPREHENSIVE INCOME

	Three Months Ended
Unaudited	March 31
in millions, except per share data	2022			2021
Total revenues	$ 1,540.7			$ 1,068.3
Cost of revenues	1,271.9			839.0
Gross profit	268.8			229.3
Selling, administrative and general expenses	119.0			88.6
Gain on sale of property, plant & equipment
and businesses	2.6			117.2
Other operating expense, net	(5.4)			(8.4)
Operating earnings	147.0			249.5
Other nonoperating income, net	1.5			5.9
Interest expense, net	35.9			33.1
Earnings from continuing operations
before income taxes	112.6			222.3
Income tax expense	18.7			60.6
Earnings from continuing operations	93.9			161.7
Loss on discontinued operations, net of tax	(1.8)			(1.1)
Net earnings	92.1			160.6
(Earnings) loss attributable to noncontrolling interest	(0.3)			0.0
Net earnings attributable to Vulcan	$ 91.8			$ 160.6
Other comprehensive income (loss), net of tax
Deferred loss on interest rate derivative	0.0			0.0
Amortization of prior interest rate derivative loss	0.4			0.4
Amortization of actuarial loss and prior service
cost for benefit plans	0.7			1.2
Other comprehensive income (loss)	1.1			1.6
Comprehensive income	93.2			162.2
Comprehensive (earnings) loss attributable to
noncontrolling interest	(0.3)			0.0
Comprehensive income attributable to Vulcan	$ 92.9			$ 162.2
Basic earnings (loss) per share attributable to Vulcan
Continuing operations	$ 0.70			$ 1.22
Discontinued operations	(0.01)			(0.01)
Net earnings	$ 0.69			$ 1.21
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$ 0.70			$ 1.21
Discontinued operations	(0.01)			(0.01)
Net earnings	$ 0.69			$ 1.20
Weighted-average common shares outstanding
Basic	133.0			132.7
Assuming dilution	133.6			133.4
Effective tax rate from continuing operations	16.6**%**			27.3%
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

‎

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
Unaudited	March 31
in millions	2022			2021
Operating Activities
Net earnings	$ 92.1			$ 160.6
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	141.0			100.4
Noncash operating lease expense	16.4			10.5
Net gain on sale of property, plant & equipment and businesses	(2.6)			(117.2)
Contributions to pension plans	(2.0)			(2.1)
Share-based compensation expense	7.5			7.9
Deferred tax expense	1.1			26.9
Changes in assets and liabilities before initial
effects of business acquisitions and dispositions	(77.8)			(17.0)
Other, net	(0.1)			(0.7)
Net cash provided by operating activities	$ 175.6			$ 169.3
Investing Activities
Purchases of property, plant & equipment	(160.4)			(100.7)
Proceeds from sale of property, plant & equipment	6.2			186.5
Payment for businesses acquired, net of acquired cash	(148.2)			0.0
Other, net	(0.1)			0.0
Net cash provided by (used for) investing activities	$ (302.5)			$ 85.8
Financing Activities
Proceeds from short-term debt	189.0			0.0
Payment of short-term debt	(89.0)			0.0
Payment of current maturities and long-term debt	(2.3)			(500.0)
Debt issuance and exchange costs	(0.7)			0.0
Payment of finance leases	(8.5)			(0.6)
Dividends paid	(53.2)			(49.1)
Share-based compensation, shares withheld for taxes	(17.1)			(12.1)
Other, net	0.2			(0.4)
Net cash provided by (used for) financing activities	$ 18.4			$ (562.2)
Net decrease in cash and cash equivalents and restricted cash	(108.5)			(307.1)
Cash and cash equivalents and restricted cash at beginning of year	241.5			1,198.0
Cash and cash equivalents and restricted cash at end of period	$ 133.0			$ 890.9
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of the statements.

notes to condensed consolidated financial statements

Note 1: summary of significant accounting policies

NATURE OF OPERATIONS

Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel), a major producer of asphalt mix and ready-mixed concrete, and a supplier of construction paving services.

We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., the Bahamas and the local markets surrounding our operations in British Columbia, Canada and Quintana Roo, Mexico. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, Arizona, California, Maryland, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, the U.S. Virgin Islands, Washington D.C. and the Bahamas markets.

BASIS OF PRESENTATION

Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards, if any, as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2021 was derived from the audited financial statement, but it does not include all disclosures required by GAAP. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Operating results for the three month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, particularly in light of the uncertainty over the economic and operational impacts of the ongoing COVID-19 pandemic as construction activity continues to be impacted by capacity constraints (including supply chain bottlenecks, labor shortages and transportation availability) and cost inflation. Additionally, period-over-period comparisons are significantly impacted by our August 2021 acquisition of U.S. Concrete (see Note 16).

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes. Events that relate to conditions arising after March 31, 2022, will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

In connection with our August 2021 U.S. Concrete acquisition, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca). Orca was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). Noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership offset by capital contributions loaned to the Namgis by us. Our consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

RESTRICTED CASH

Restricted cash primarily consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary. Cash restricted pursuant to like-kind exchange agreements remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. Restricted cash may also include cash reserved by other contractual agreements (such as asset purchase agreements) for a specified purpose and therefore is not available for use for other purposes. Restricted cash is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows.

DISCONTINUED OPERATIONS

In 2005, we sold substantially all the assets of our Chemicals business to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. Results from discontinued operations are as follows:

	Three Months Ended
	March 31
in millions	2022			2021
Discontinued Operations
Pretax loss	$ (2.4)			$ (1.4)
Income tax benefit	0.6			0.3
Loss on discontinued operations,
net of tax	$ (1.8)			$ (1.1)

Our discontinued operations include charges/credits related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (including certain matters as discussed in Note 8). There were no revenues from discontinued operations for the periods presented.

EARNINGS PER SHARE (EPS)

Earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS), as set forth below:

	Three Months Ended
	March 31
in millions	2022			2021
Weighted-average common shares
outstanding	133.0			132.7
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.3			0.3
Other stock compensation awards	0.3			0.4
Weighted-average common shares
outstanding, assuming dilution	133.6			133.4

All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded.

Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price is as follows:

	Three Months Ended
	March 31
in millions	2022			2021
Antidilutive common stock equivalents	0.1			0.1

Note 2: Leases

Our portfolio of nonmineral leases is composed of leases for real estate (including office buildings, aggregates sales yards and terminals, and concrete and asphalt sites) and equipment (including railcars and rail track, barges, and office, plant and mobile equipment).

Lease right-of-use (ROU) assets and liabilities and the weighted-average lease terms and discount rates are as follows:

		March 31			December 31			March 31
dollars in millions	Classification on the Balance Sheet	2022			2021			2021
Assets
Operating lease ROU assets		$ 768.1			$ 771.1			$ 488.6
Accumulated amortization		(88.4)			(79.7)			(67.0)
Operating leases, net	Operating lease right-of-use assets, net	679.7			691.4			421.6
Finance lease assets		128.6			129.2			10.6
Accumulated amortization		(12.8)			(8.8)			(2.2)
Finance leases, net	Property, plant & equipment, net	115.8			120.4			8.4
Total lease assets		$ 795.5			$ 811.8			$ 430.0
Liabilities
Current
Operating	Other current liabilities	$ 50.2			$ 49.2			$ 38.1
Finance	Other current liabilities	33.4			35.4			2.7
Noncurrent
Operating	Noncurrent operating lease liabilities	631.7			642.5			397.3
Finance	Other noncurrent liabilities	55.2			60.5			5.7
Total lease liabilities		$ 770.5			$ 787.6			$ 443.8
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		20.7			21.0			9.2
Finance leases		3.2			3.3			4.0
Weighted-average discount rate
Operating leases		3.8**%**			3.8%			3.3%
Finance leases		1.4**%**			1.3%			1.3%

The increases from March 31, 2021 in ROU assets and liabilities presented above primarily relate to the acquisition of U.S. Concrete (see Note 16 for additional information). Our lease agreements do not contain residual value guarantees, restrictive covenants or early termination options that we deem material. We have not sought or been granted any material lease concessions as a result of the COVID-19 pandemic.

The components of lease expense are as follows:

		Three Months Ended
		March 31
in millions		2022			2021
Lease Cost
Finance lease cost
Amortization of right-of-use assets		$ 4.4			$ 0.6
Interest on lease liabilities		0.3			0.0
Operating lease cost		23.0			15.3
Short-term lease cost 1		10.3			5.1
Variable lease cost		1.8			2.7
Sublease income		(0.8)			(0.8)
Total lease cost		$ 39.0			$ 22.9

1	Our short-term lease cost includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for operating leases was $20.9 million and $14.5 million for the three months ended March 31, 2022 and 2021, respectively. Cash paid for finance leases was $8.5 million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively.

Note 3: Income Taxes

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates, permanent differences between book and tax accounting such as percentage depletion, and tax planning alternatives available in the various jurisdictions in which we operate. For interim financial reporting, we calculate our quarterly income tax provision in accordance with the EAETR. Each quarter, we update our EAETR based on our revised full-year expectation of pretax earnings and calculate the income tax provision so that the year-to-date income tax provision reflects the EAETR. Significant judgment is required in determining our EAETR.

In the first quarter of 2022, we recorded income tax expense from continuing operations of $18.7 million compared to $60.6 million in the first quarter of 2021. The decrease in tax expense was primarily related to a decrease in pretax earnings in 2022 and an increase in the Alabama net operating loss (NOL) valuation allowance in 2021.

In February 2021, the Alabama Business Competitiveness Act (ABC Act) was signed into law. The ABC Act contained a provision requiring most taxpayers to change from a three-factor, double-weighted sales method to a single-sales factor method to apportion income to Alabama. This provision had the effect of significantly reducing our apportionment of income to Alabama, thereby further inhibiting our ability to utilize our Alabama NOL carryforward. As a result, we recorded a charge in the first quarter of 2021 to increase the valuation allowance by $13.7 million. No other material tax impacts resulted from the enactment of the ABC Act.

We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the book basis and tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns. A summary of our deferred tax assets and liabilities is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Each quarter, we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized. We project Alabama NOL carryforward deferred tax assets at December 31, 2022 of $61.4 million against which we have a valuation allowance of $42.9 million (after considering the ABC Act). Almost all of the Alabama NOL carryforward would expire between 2023 and 2029 if not utilized.

We recognize a tax benefit associated with a tax position when, in our judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax benefit. Our liability for unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.

Note 4: revenueS

Revenues are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes we collect are recorded as liabilities until remitted and thus are excluded from revenues. Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market (excluding the U.S. Concrete acquisition which is only presented by segment) for the three month periods ended March 31, 2022 and 2021 are disaggregated as follows:

	Three Months Ended March 31, 2022
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 255.5			$ 21.3			$ 58.1			$ 0.0			$ 334.9
Gulf Coast	629.4			36.5			18.6			1.9			686.4
West	152.1			109.3			14.3			0.0			275.7
U.S. Concrete	84.2			0.0			269.5			0.0			353.7
Segment sales	$ 1,121.2			$ 167.1			$ 360.5			$ 1.9			$ 1,650.7
Intersegment sales	(110.0)			0.0			0.0			0.0			(110.0)
Total revenues	$ 1,011.2			$ 167.1			$ 360.5			$ 1.9			$ 1,540.7

	Three Months Ended March 31, 2021
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 243.3			$ 17.4			$ 55.1			$ 0.0			$ 315.8
Gulf Coast	518.9			41.4			17.4			2.1			579.8
West	132.7			88.4			8.8			0.0			229.9
Segment sales	$ 894.9			$ 147.2			$ 81.3			$ 2.1			$ 1,125.5
Intersegment sales	(57.2)			0.0			0.0			0.0			(57.2)
Total revenues	$ 837.7			$ 147.2			$ 81.3			$ 2.1			$ 1,068.3

1	The geographic markets are defined by states/countries as follows:
		East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virgini**a and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Quintana Roo (Mexico), South Carolina and Texas West market — Arizona, California and New Mexico U.S. Concrete — British Columbia (Canada), California, Hawaii, New Jersey, New York, Oklahoma, Pennsylvania, Texas, the U.S. Virgin Islands and Washington D.C.

Total revenues are primarily derived from our product sales of aggregates (crushed stone, sand and gravel, sand and other aggregates), asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and service revenues related to our aggregates business, such as landfill tipping fees. Our total service revenues were $39.0 million (2.5% of total revenues) and $41.2 million (3.9% of total revenues) for the three months ended March 31, 2022 and 2021, respectively.

Our products typically are sold to private industry and not directly to governmental entities. Although approximately 45% to 55% of our aggregates shipments have historically been used in publicly-funded construction, such as highways, airports and government buildings, relatively insignificant sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail publicly-funded construction, the vast majority of our aggregates business is not directly subject to renegotiation of profits or termination of contracts with state or federal governments.

PRODUCT REVENUES

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs at a point in time when our aggregates, asphalt mix and ready-mixed concrete are shipped/delivered and control passes to the customer. Revenue for our products is recorded at the fixed invoice amount and payment is due by the 15th day of the following month — we do not offer discounts for early payment.

Freight & delivery generally represents pass-through transportation costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity. Likewise, the costs related to freight & delivery are included in cost of revenues.

Freight & delivery revenues are as follows:

	Three Months Ended
	March 31
in millions	2022			2021
Freight & Delivery Revenues
Total revenues	$ 1,540.7			$ 1,068.3
Freight & delivery revenues 1	(209.1)			(163.4)
Total revenues excluding freight & delivery	$ 1,331.6			$ 904.9

1	Includes freight & delivery to remote distribution sites*.*

CONSTRUCTION PAVING SERVICE REVENUES

Revenue from our asphalt construction paving business is recognized over time using the percentage-of-completion method under the cost approach. The percentage of completion is determined by costs incurred to date as a percentage of total costs estimated for the project. Under this approach, recognized contract revenue equals the total estimated contract revenue multiplied by the percentage of completion. Our construction contracts are unit priced, and an account receivable is recorded for amounts invoiced based on actual units produced. Contract assets for estimated earnings in excess of billings, contract assets related to retainage provisions and contract liabilities for billings in excess of costs are immaterial. Variable consideration in our construction paving contracts is immaterial and consists of incentives and penalties based on the quality of work performed. Our construction paving contracts may contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run from nine months to one year after project completion. Due to the nature of our construction paving projects, including contract owner inspections of the work during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties.

VOLUMETRIC PRODUCTION PAYMENT DEFERRED REVENUES

In 2013 and 2012, we sold a percentage interest in certain future aggregates production for net cash proceeds of $226.9 million. These transactions, structured as volumetric production payments (VPPs):

relate to eight quarries in Georgia and South Carolina

provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future aggregates production

contain no minimum annual or cumulative guarantees by us for production or sales volume, nor minimum sales price

are both volume and time limited (we expect the transactions will last approximately 20 years, limited by volume rather than time)

We are the exclusive sales agent for, and transmit quarterly to the purchaser the proceeds from the sale of, the purchaser’s share of aggregates production. Our consolidated total revenues exclude the revenue from the sale of the purchaser’s share of aggregates.

The proceeds we received from the sale of the percentage interest were recorded as deferred revenue on the balance sheet. We recognize revenue on a unit-of-sales basis (as we sell the purchaser’s share of production) relative to the volume limitations of the transactions. Given the nature of the risks and potential rewards assumed by the buyer, the transactions do not reflect financing activities.

Reconciliation of the VPP deferred revenue balances (current and noncurrent) is as follows:

	Three Months Ended
	March 31
in millions	2022			2021
Deferred Revenue
Balance at beginning of year	$ 170.1			$ 178.0
Revenue recognized from deferred revenue	(2.0)			(1.7)
Balance at end of period	$ 168.1			$ 176.3

Based on expected sales from the specified quarries, we expect to recognize $7.5 million of VPP deferred revenue as income during the 12-month period ending March 31, 2023 (reflected in other current liabilities in our March 31, 2022 Condensed Consolidated Balance Sheet).

Note 5: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs that are derived principally from or corroborated by observable market data

Level 3: Inputs that are unobservable and significant to the overall fair value measurement

Our assets subject to fair value measurement on a recurring basis are summarized below:

	Level 1 Fair Value
	March 31			December 31			March 31
in millions	2022			2021			2021
Fair Value Recurring
Rabbi Trust
Mutual funds	$ 30.8			$ 34.7			$ 28.6
Total	$ 30.8			$ 34.7			$ 28.6

	Level 2 Fair Value
	March 31			December 31			March 31
in millions	2022			2021			2021
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$ 1.1			$ 0.6			$ 0.3
Total	$ 1.1			$ 0.6			$ 0.3

We have two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds for which quoted prices in active markets are available. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (high-quality, short-term, U.S. dollar-denominated money market instruments).

Net gains (losses) of the Rabbi Trusts’ investments were $(1.1) million and $2.0 million for the three months ended March 31, 2022 and 2021, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at March 31, 2022 and 2021 were $(1.3) million and $1.6 million, respectively.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date. These interest rate swaps are more fully described in Note 6.

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments. Additional disclosures for derivative instruments and interest-bearing debt are presented in Notes 6 and 7, respectively.

Note 6: Derivative Instruments

During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, we use derivative instruments to balance the cost and risk of such exposures. We do not use derivative instruments for trading or other speculative purposes.

In 2007, 2018 and 2020, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates. These interest rate locks were designated as cash flow hedges. The gain/loss upon settlement of these cash flow hedges is deferred (recorded in accumulated other comprehensive income (AOCI)) and amortized to interest expense over the term of the related debt.

This amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

			Three Months Ended
	Location on		March 31
in millions	Statement		2022			2021
Cash Flow Hedges
	Interest
Loss reclassified from AOCI	expense		$ (0.5)			$ (0.5)

For the 12-month period ending March 31, 2023, we estimate that $2.1 million of the $22.1 million net of tax loss in AOCI will be reclassified to interest expense.

Note 7: Debt

Debt is detailed as follows:

			Effective		March 31			December 31			March 31
in millions			Interest Rates		2022			2021			2021
Short-term Debt
Bank line of credit expires 2026 1			1.125**%**		$ 100.0			$ 0.0			$ 0.0
Total short-term debt					$ 100.0			$ 0.0			$ 0.0
Long-term Debt
Bank line of credit expires 2026 1					$ 0.0			$ 0.0			$ 0.0
Delayed draw term loan expires 2026			1.38**%**		1,100.0			1,100.0			0.0
8.85% notes due 2021					0.0			0.0			6.0
4.50% notes due 2025			4.65**%**		400.0			400.0			400.0
3.90% notes due 2027			4.00**%**		400.0			400.0			400.0
3.50% notes due 2030			3.94**%**		750.0			750.0			750.0
7.15% notes due 2037			8.05**%**		129.2			129.2			129.2
4.50% notes due 2047			4.59**%**		700.0			700.0			700.0
4.70% notes due 2048			5.42**%**		460.9			460.9			460.9
Other notes			2.33**%**		7.1			9.5			11.3
Total long-term debt - face value					$ 3,947.2			$ 3,949.6			$ 2,857.4
Unamortized discounts and debt issuance costs					(68.8)			(69.6)			(69.1)
Total long-term debt - book value					$ 3,878.4			$ 3,880.0			$ 2,788.3
Less current maturities					3.9			5.2			15.4
Total long-term debt - reported value					$ 3,874.5			$ 3,874.8			$ 2,772.9
Estimated fair value of long-term debt					$ 4,090.3			$ 4,418.5			$ 3,219.8

1	Borrowings on the bank line of credit are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $1.3 million and $1.1 million of net interest expense for these items for the three months ended March 31, 2022 and 2021, respectively.

BRIDGE FACILITY, DELAYED DRAW TERM LOAN AND LINE OF CREDIT

In June 2021, concurrent with the announcement of the pending acquisition of U.S. Concrete (see Note 16 for additional information), we obtained a $2,200.0 million bridge facility commitment from Truist Bank. Later, in June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan with a subset of the banks that provide our line of credit and terminated the bridge facility commitment. The delayed draw term loan was drawn in August 2021 for $1,600.0 million upon the acquisition of U.S. Concrete and was paid down to $1,100.0 million in September 2021 (amounts repaid are no longer available for borrowing). In March 2022, the delayed draw term loan was amended to extend the maturity date from August 2024 to August 2026. The delayed draw term loan contains covenants customary for an unsecured investment-grade facility and mirror those in our line of credit. As of March 31, 2022, we were in compliance with the delayed draw term loan covenants.

Financing costs for the bridge facility commitment and the delayed draw term loan totaled $13.3 million, $9.4 million of which was recognized as interest expense in the second quarter of 2021. Borrowings on the delayed draw term loan bear interest, at our option, at either the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 0.850% to 1.350%, or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.250%. The margins are determined by our credit ratings. As of March 31, 2022, the margin for SOFR borrowings was 0.975% and the margin for base rate borrowings was 0.000%.

Our unsecured $1,000.0 million line of credit was amended in March 2022 to extend the maturity date from September 2025 to September 2026. Our line of credit contains covenants customary for an unsecured investment-grade facility. As of March 31, 2022, we were in compliance with the line of credit covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin ranging from 1.100% to 1.725%, or Truist Bank’s base rate (generally, its prime rate) plus a margin ranging from 0.000% to 0.625%. The margins are determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the margin for SOFR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.090% to 0.225% determined by our credit ratings. As of March 31, 2022, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125%, and the commitment fee for the unused amount was 0.100%.

As of March 31, 2022, our available borrowing capacity under the line of credit was $830.4 million. Utilization of the borrowing capacity was as follows:

$100.0 million was borrowed

$69.6 million was used to provide support for outstanding standby letters of credit

TERM DEBT

Essentially all of our $3,947.2 million (face value) of term debt (which includes the $1,100.0 million delayed draw term loan) is unsecured. $2,840.2 million of such debt is governed by two essentially identical indentures that contain customary investment-grade type covenants. As of March 31, 2022, we were in compliance with all term debt covenants.

In August 2021, we assumed $434.5 million (fair value) of senior notes due 2029 in connection with the acquisition of U.S. Concrete and retired these notes in September 2021.

STANDBY LETTERS OF CREDIT

We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, typically renew automatically, and can only be modified or canceled with the approval of the beneficiary. Except for $24.9 million of risk management letters of credit that expire in July 2022, our standby letters of credit are issued by banks that participate in our $1,000.0 million line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of March 31, 2022 are summarized by purpose in the table below:

in millions
Standby Letters of Credit
Risk management insurance	$ 86.0
Reclamation/restoration requirements	8.5
Total	$ 94.5

Note 8: Commitments and Contingencies

Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note 4. As the holder of the working interest, we have responsibility to bear the cost of mining and producing the reserves attributable to this nonoperating interest.

As stated in Note 2, our lease liabilities totaled $770.5 million as of March 31, 2022.

As summarized by purpose in Note 7, our standby letters of credit totaled $94.5 million as of March 31, 2022.

As described in Note 9, our asset retirement obligations totaled $319.7 million as of March 31, 2022.

LITIGATION AND ENVIRONMENTAL MATTERS

We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.

We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally, we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party's share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties.

We have reviewed the nature and extent of our involvement at each Superfund site, as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period. Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below:

			March 31			December 31			March 31
in millions			2022			2021			2021
Accrued Environmental Remediation Costs
Continuing operations			$ 23.1			$ 23.2			$ 25.5
Retained from former Chemicals business			10.7			10.7			11.0
Total			$ 33.8			$ 33.9			$ 36.5

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are more specifically described below:

■ Lower Passaic River Study Area (DISCONTINUED OPERATIONS and superfund site) — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey. Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group, CPG) to a May 2007 Administrative Order on Consent (AOC) with the EPA to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River). The draft RI/FS was submitted recommending a targeted hot spot remedy; however, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River. The EPA estimates that the cost of implementing this proposal is $1.38 billion. In September 2016, the EPA entered into an Administrative Settlement Agreement and Order on Consent with Occidental Chemical Corporation (Occidental) in which Occidental agreed to undertake the remedial design for this bank-to-bank dredging remedy and to reimburse the United States for certain response costs.

Efforts to investigate and remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades. We formerly owned a chemicals operation near the mouth of the River, which was sold in 1974. The major risk drivers in the River have been identified to include dioxins, PCBs, DDx and mercury. We did not manufacture any of these risk drivers and have no evidence that any of these were discharged into the River by Vulcan.

In August 2017, the EPA informed certain members of the CPG, including Vulcan and others, that it planned to use the services of a third-party allocator with the expectation of offering cash-out settlements to some parties in connection with the bank-to-bank remedy identified in the ROD. This voluntary allocation process established an impartial third-party expert recommendation for use by the government and the participants as the basis of possible settlements, including settlements related to future remediation actions. The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in late December 2020. Certain PRPs, including Vulcan, thereafter received a joint confidential settlement demand from the EPA/Department of Justice (DOJ). In early February 2022, Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement in principle with the EPA/DOJ. The Settling Defendants and the governmental agencies intend to negotiate a consent decree. If the consent decree is approved by the court, Vulcan’s portion of the settlement would be within the immaterial loss recorded for this matter in 2015.

In July 2018, Vulcan, along with more than one hundred other defendants, was sued by Occidental in United States District Court for the District of New Jersey, Newark Vicinage. Occidental is seeking cost recovery and contribution under CERCLA. It is unknown at this time how the proposed settlement with the EPA/DOJ would affect the Occidental lawsuit.

■ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During the operation of its former Chemicals Division, Vulcan secured the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005. Throughout that period, the Texas Brine Company (Texas Brine) was the operator contracted by Vulcan (and later Occidental Chemical Company (Occidental)) to mine and deliver the salt. We sold our Chemicals Division in 2005 and transferred our rights and interest related to the salt and mining operations to the purchaser, a subsidiary of Occidental, and we have had no association with the leased premises or Texas Brine since that time. In August 2012, a sinkhole developed in the vicinity of the Texas Brine mining operations, and numerous lawsuits were filed in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were also filed in federal court before the Eastern District of Louisiana in New Orleans.

There have been numerous defendants, including Texas Brine and Occidental, to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Brine. We have since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisiana. Damage categories encompassed within the litigation include, but are not limited to, individual plaintiffs’ claims for property damage; a claim by the state of Louisiana for response costs and civil penalties; claims by Texas Brine for past and future response costs, lost profits and investment costs, indemnity payments, attorneys’ fees, other litigation costs and judicial interests; claims for physical damages to nearby oil and gas pipelines and storage facilities (pipelines); and business interruption claims.

In addition to the plaintiffs’ claims, we were also sued for contractual indemnity and comparative fault by both Texas Brine and Occidental. It is alleged that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to act. It is also alleged that we breached the salt lease with Occidental, as well as an operating agreement and related contracts with Texas Brine; that we were strictly liable for certain property damages in our capacity as a former lessee of the salt lease; and that we violated certain covenants and conditions in the agreement under which we sold our Chemicals Division to Occidental. We likewise made claims for contractual indemnity and on a basis of comparative fault against Texas Brine and Occidental. Vulcan and Occidental have since dismissed all of their claims against one another. Texas Brine has claims that remain pending against Vulcan and against Occidental.

A joint bench trial (judge only) began in September 2017 and ended in October 2017 in the pipeline cases. The trial was limited in scope to the allocation of comparative fault or liability for causing the sinkhole, with a second trial phase addressed to contract and damages to be held at a later date. In December 2017, the judge issued a ruling on the allocation of fault among the three defendants as follows: Occidental 50%, Texas Brine 35% (and its wholly-owned subsidiary) and Vulcan 15%. This ruling was appealed by the parties in each of the pipeline cases. In December 2020, the Louisiana Court of Appeal, First Circuit issued its Notice of Judgment and Disposition in one of the pipeline cases reversing in part and amending the trial court judgment to reallocate 20% of the fault from Occidental to Texas Brine, with the result that 30% of the fault is now allocated to Occidental and 55% of the fault is now allocated to Texas Brine (and its wholly-owned subsidiary). The Court of Appeal affirmed the 15% fault allocation to Vulcan. The Court of Appeal made

various other findings, including findings related to the arbitrability of certain claims between Occidental and Texas Brine. In May 2021, the Court of Appeal issued a judgment in a second pipeline case, assigning the same allocation of fault between the parties. Vulcan and Texas Brine applied to the Louisiana Supreme Court seeking review of these judgments. Those applications were denied, resulting in final judgments regarding fault allocations in two of the three pipeline cases. The appeal in the third pipeline case remains pending.

We have settled claims by all plaintiffs except in two outstanding cases, and our insurers to date have funded these settlements in excess of our self-insured retention amount. The remaining cases involve Texas Brine and the State of Louisiana. Discovery remains ongoing and we cannot reasonably estimate a range of liability pertaining to these open cases at this time.

■ NEW YORK WATER DISTRICT CASES (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane. We are a defendant in 27 cases allegedly involving 1,1,1-trichloroethane. All of the cases are filed in the United States District Court for the Eastern District of New York. According to the various complaints, the plaintiffs are public drinking water providers who serve customers in seven New York counties (Nassau, Orange, Putnam, Sullivan, Ulster, Washington and Westchester). It is alleged that our 1,1,1-trichloroethane was stabilized with 1,4-dioxane and that various water wells of the plaintiffs are contaminated with 1,4-dioxane. The plaintiffs are seeking unspecified compensatory and punitive damages. We will vigorously defend the cases. At this time we cannot determine the likelihood or reasonably estimate a range of loss, if any, pertaining to the cases.

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

Following an onsite and offsite investigation and pilot scale testing, the RWQCB approved a corrective action that includes leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system. Certain on-site source control measures have been implemented, and the new treatment system is fully operational. Currently-anticipated costs of these on-site source control activities have been fully accrued.

We are also engaged in an ongoing dialogue with the EPA, Honeywell, and the Los Angeles Department of Water and Power (LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site.

The EPA and Vulcan entered into an AOC and Statement of Work having an effective date of September 2017 for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) well field located within the NHOU. In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for collection of data in support of our evaluation of the need for an offsite remedy. In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of a new project by LADWP at the Rinaldi-Toluca (RT) wellfield. PDI investigative activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a Draft PDI Evaluation Report to the EPA. The PDI Evaluation Report summarizes data collection activities conducted pursuant to the Draft PDI Work Plan and provides model updates and evaluation of remediation alternatives for offsite areas. The EPA provided an initial set of comments on the Draft PDI Evaluation Report in May 2019 and a final set of comments in October 2020. The final set of comments includes a request for Vulcan to revise and develop a final PDI Evaluation Report. The final comments further provide, if Vulcan agrees, a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report that would require the EPA to modify the remedy in the 2009 ROD as it relates to the Hewitt Landfill. In December 2020, Vulcan submitted the Final PDI Evaluation Report, which includes edits to the Draft PDI Evaluation Report and responses to the EPA’s comments. Until the EPA’s review and approval of the Final PDI Evaluation Report and any Supplemental PDI Evaluation Report on remedial alternative(s) is complete and an effective remedy has been selected by the EPA or agreed upon, we cannot identify any further remedial action that may be required. Given the various stakeholders involved and the uncertainties relating to remediation alternatives, we cannot reasonably estimate a loss pertaining to Vulcan’s responsibility for future remedial action required by the EPA.

In December 2019, Honeywell agreed with LADWP to build a water treatment system (often referred to as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes. Honeywell contends that some of the contamination to be remediated by the system it will build originated from the Hewitt Landfill, and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing the second interim remedy. During the fourth quarter of 2021, Vulcan completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount. We are also gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area. At this time, we cannot reasonably estimate a range of an additional loss to Vulcan pertaining to this contribution claim.

Further, LADWP has announced plans to install new treatment capabilities at two city wellfields located near the Hewitt Landfill — the NHW wellfield and the RT wellfield. LADWP has alleged that the Hewitt Landfill is one of the primary PRPs for the contamination at the NHW wellfield and is one of many PRPs for the contamination at the RT wellfield. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area, consistent with the parallel request by the EPA. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area. Vulcan is also seeking access to LADWP’s list of PRPs. At this time, we cannot reasonably estimate a range of a loss to Vulcan pertaining to this contribution claim.

■ NAFTA ARBITRATION — In September 2018, our subsidiary Legacy Vulcan, LLC (Legacy Vulcan), on its own behalf, and on behalf of our Mexican subsidiary Calizas Industriales del Carmen, S.A. de C.V. (Calica), served the United Mexican States (Mexico) a Notice of Intent to Submit a Claim to Arbitration under Chapter 11 of the North American Free Trade Agreement (NAFTA). Our NAFTA claim relates to the treatment of a portion of our quarrying operations in Playa del Carmen (Cancun), Mexico, arising from, among other measures, Mexico’s failure to comply with a legally binding zoning agreement and relates to other unfair, arbitrary and capricious actions by Mexico’s environmental enforcement agency. We assert that these actions are in breach of Mexico’s international obligations under NAFTA and international law.

As required by Article 1118 of NAFTA, we sought to settle this dispute with Mexico through consultations. Notwithstanding our good faith efforts to resolve the dispute amicably, we were unable to do so and filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration.

A hearing on the merits took place in July 2021, and we expect that the NAFTA arbitration tribunal will issue a decision in the second half of 2022. While we await the final resolution from the tribunal, we have continued to engage with government officials to pursue an amicable resolution of the dispute. The Mexican government’s taking of any measures that force us to cease or that otherwise impede our operations in Mexico would have an adverse effect on our ability to supply customers.

At this time, there can be no assurance whether we will be successful in our NAFTA claim, and we cannot quantify the amount we may recover, if any, under this arbitration proceeding if we are successful.

It is not possible to predict with certainty the ultimate outcome of these and other legal proceedings in which we are involved, and a number of factors, including developments in ongoing discovery or adverse rulings, or the verdict of a particular jury, could cause actual losses to differ materially from accrued costs. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. Legal costs incurred in defense of lawsuits are expensed as incurred. In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in our most recent Annual Report on Form 10-K.

Note 9: Asset Retirement Obligations

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets, including legal obligations for land reclamation at both owned properties and mineral leases. Recognition of a liability for an ARO is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the ARO is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.

ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows:

	Three Months Ended
	March 31
in millions	2022			2021
ARO Operating Costs
Accretion	$ 3.5			$ 3.2
Depreciation	2.4			2.7
Total	$ 5.9			$ 5.9

ARO operating costs are reported in cost of revenues. AROs are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs are as follows:

	Three Months Ended
	March 31
in millions	2022			2021
Asset Retirement Obligations
Balance at beginning of year	$ 315.2			$ 283.2
Liabilities incurred	2.3			0.9
Liabilities settled	(1.3)			(2.7)
Accretion expense	3.5			3.2
Revisions, net	0.0			0.8
Balance at end of period	$ 319.7			$ 285.4

The increase in ARO liabilities from March 31, 2021 to March 31, 2022 primarily relate to those assumed in the acquisition of U.S. Concrete (see Note 16).

Note 10: Benefit Plans

PENSION PLANS

We sponsor two qualified, noncontributory defined benefit pension plans, the Vulcan Materials Company Pension Plan (VMC Pension Plan) and the CMG Hourly Pension Plan (CMG Pension Plan). The VMC Pension Plan has been closed to new entrants since 2007 and benefit accruals ceased in 2005 for hourly participants and 2013 for salaried participants. The CMG Pension Plan is closed to new entrants other than through one small union and benefits continue to accrue equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

During October 2021, we purchased (using pension plan assets) an irrevocable group annuity contract (pension lift-out) from an insurance company to transfer approximately 10% of the total projected benefit obligation as of the purchase date. As a result of this transaction: 1) we incurred a settlement charge of $12.1 million, 2) we were relieved of all responsibility for these pension obligations, and 3) the insurance company is now required to pay and administer the retirement benefits owed to 2,764 U.S. retirees and beneficiaries (representing approximately 50% of retirees currently in payment status), with no change to the amount, timing or form of retirement benefit payments.

The following table sets forth the components of net periodic pension benefit cost:

PENSION BENEFITS	Three Months Ended
	March 31
in millions	2022			2021
Components of Net Periodic Benefit Cost
Service cost	$ 1.0			$ 1.2
Interest cost	5.3			4.9
Expected return on plan assets	(7.5)			(11.4)
Amortization of prior service cost	0.4			0.3
Amortization of actuarial loss	1.1			2.2
Net periodic pension benefit cost (credit)	$ 0.3			$ (2.8)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$ 1.5			$ 2.5

The contributions to pension plans for the three months ended March 31, 2022 and 2021, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods.

POSTRETIREMENT PLANS

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2021, we amended our postretirement healthcare plan to increase our employer contribution rate from the previously capped level (established in 2015) to a higher level effective 2022. This will serve as a cost reduction for retirees in 2022 that will carry forward as we use this new benchmark for future employer contributions. Substantially all our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits end when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65, whichever occurs first.

The following table sets forth the components of net periodic other postretirement benefit cost:

OTHER POSTRETIREMENT BENEFITS	Three Months Ended
	March 31
in millions	2022			2021
Components of Net Periodic Benefit Cost
Service cost	$ 0.6			$ 0.3
Interest cost	0.2			0.1
Amortization of prior service credit	(0.1)			(0.5)
Amortization of actuarial gain	(0.3)			(0.4)
Net periodic postretirement benefit cost (credit)	$ 0.4			$ (0.5)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$ (0.4)			$ (0.9)

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor five defined contribution plans including three plans related to the U.S. Concrete acquisition. Substantially all salaried and nonunion hourly employees are eligible to be covered by one of these plans. Under these plans, we match employees’ eligible contributions at established rates. Expense recognized in connection with these matching obligations totaled $15.8 million and $22.1 million for the three months ended March 31, 2022 and 2021, respectively.

Note 11: other Comprehensive Income

Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of OCI are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

Amounts in accumulated other comprehensive income (loss) (AOCI), net of tax, are as follows:

			March 31			December 31			March 31
in millions			2022			2021			2021
AOCI
Interest rate hedges			$ (22.1)			$ (22.5)			$ (23.6)
Pension and postretirement plans			(129.5)			(130.2)			(156.1)
Total			$ (151.6)			$ (152.7)			$ (179.7)

Changes in AOCI, net of tax, for the three months ended March 31, 2022 are as follows:

						Pension and
			Interest Rate			Postretirement
in millions			Hedges			Benefit Plans			Total
AOCI
Balances as of December 31, 2021			$ (22.5)			$ (130.2)			$ (152.7)
Amounts reclassified from AOCI			0.4			0.7			1.1
Net current period OCI changes			0.4			0.7			1.1
Balances as of March 31, 2022			$ (22.1)			$ (129.5)			$ (151.6)

Amounts reclassified from AOCI to earnings are as follows:

			Three Months Ended
			March 31
in millions			2022			2021
Amortization of Interest Rate Hedge Losses
Interest expense			$ 0.5			$ 0.5
Benefit from income taxes			(0.1)			(0.1)
Total			$ 0.4			$ 0.4
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense			$ 1.0			$ 1.7
Benefit from income taxes			(0.3)			(0.5)
Total			$ 0.7			$ 1.2
Total reclassifications from AOCI to earnings			$ 1.1			$ 1.6

Note 12: Equity

Our capital stock consists solely of common stock, par value $1.00 per share, of which 480,000,000 shares may be issued. Holders of our common stock are entitled to one vote per share. We may also issue 5,000,000 shares of preferred stock, but no shares have been issued. The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.

There were no shares held in treasury as of March 31, 2022, December 31, 2021 and March 31, 2021.

Our common stock purchases (all of which were open market purchases) and subsequent retirements for the year-to-date periods ended are as follows:

	March 31			December 31			March 31
in millions, except average cost	2022			2021			2021
Shares Purchased and Retired
Number	0.0			0.0			0.0
Total purchase price	$ 0.0			$ 0.0			$ 0.0
Average cost per share	$ 0.00			$ 0.00			$ 0.00

As of March 31, 2022, 8,064,851 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

				Three Months Ended
				March 31
in millions, except per share data				2022			2021
Total Shareholders' Equity
Balance at beginning of year				$ 6,545.0			$ 6,027.3
Net earnings attributable to Vulcan				91.8			160.6
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes				(16.9)			(12.0)
Share-based compensation expense				7.5			7.9
Cash dividends on common stock
($0.40/$0.37 per share, respectively)				(53.2)			(49.1)
Other comprehensive income				1.1			1.6
Balance at end of period				$ 6,575.3			$ 6,136.3
Noncontrolling Interest
Balance at beginning of year				$ 22.7			$ 0.0
Earnings (loss) attributable to noncontrolling interest				0.3			0.0
Balance at end of period				$ 23.0			$ 0.0
Total Equity
Balance at end of period				$ 6,598.3			$ 6,136.3

Note 13: Segment Reporting

We have four operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. Our Asphalt and Concrete segments are primarily supplied with their aggregates requirements from our Aggregates segment. These intersegment sales are made at local market prices for the particular grade and quality of product used in the production of asphalt mix and ready-mixed concrete and are excluded from total revenues. Management reviews earnings from the product line reporting segments principally at the gross profit level.

segment financial disclosure

			Three Months Ended
			March 31
in millions			2022			2021
Total Revenues
Aggregates 1			$ 1,121.2			$ 894.9
Asphalt 2			167.1			147.2
Concrete			360.5			81.3
Calcium			1.9			2.1
Segment sales			$ 1,650.7			$ 1,125.5
Aggregates intersegment sales			(110.0)			(57.2)
Total revenues			$ 1,540.7			$ 1,068.3
Gross Profit
Aggregates			$ 242.8			$ 223.6
Asphalt			(2.9)			(3.0)
Concrete			28.2			7.8
Calcium			0.7			0.9
Total			$ 268.8			$ 229.3
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates			$ 103.6			$ 80.8
Asphalt			8.6			9.1
Concrete			21.1			4.0
Calcium			0.0			0.0
Other			7.7			6.5
Total			$ 141.0			$ 100.4
Identifiable Assets 3, 4
Aggregates			$ 11,271.1			$ 9,438.4
Asphalt			588.7			564.0
Concrete			1,622.0			307.7
Calcium			3.8			3.4
Total identifiable assets			$ 13,485.6			$ 10,313.5
General corporate assets			242.2			128.4
Cash and cash equivalents and restricted cash			133.0			890.9
Total assets			$ 13,860.8			$ 11,332.8

1	Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues (see Note 4) related to aggregates.
2	Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business.
3	Certain temporarily idled assets are included within a segment's Identifiable Assets but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.
4	The increases in Aggregates, Concrete and General corporate Identifiable Assets are largely attributable to the August 2021 U.S. Concrete acquisition (see Note 16).

Note 14: Supplemental Cash Flow Information

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

	Three Months Ended
	March 31
in thousands	2022			2021
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)	$ 15.0			$ 13.2
Income taxes	(6.3)			0.2
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$ 41.0			$ 24.8
Recognition of new and revised asset retirement obligations 1	2.3			1.7
Recognition of new and revised lease obligations for 1
Operating leases	3.3			10.1
Finance leases	1.2			2.8
Amounts referable to business acquisitions
Other liabilities assumed	2.5			0.0
Consideration payable to seller	45.3			0.0

1	Excludes amounts acquired in business acquisitions.

Note 15: Goodwill

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the three month periods ended March 31, 2022 and 2021. Accumulated goodwill impairment losses amount to $252.7 million (year 2008) in our former Cement segment.

We have four reportable segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment from December 31, 2021 to March 31, 2022 are shown below:

in millions			Aggregates			Asphalt			Concrete			Calcium			Total
Goodwill
Totals at December 31, 2021			$ 3,316.6			$ 91.6			$ 288.5			$ 0.0			$ 3,696.7
Goodwill of acquired businesses 1			0.0			0.0			12.5			0.0			12.5
Totals at March 31, 2022			$ 3,316.6			$ 91.6			$ 301.0			$ 0.0			$ 3,709.2

1	See Note 16 for acquisitions.

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. A 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.

Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2022 BUSINESS ACQUISITIONS — During the first quarter of 2022, we purchased the following operations for total consideration of $193.5 million:

Texas — five aggregates facilities (includes three production stage properties, one development stage property and one sales yard)

The 2022 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations or financial position either individually or collectively. The fair value of consideration transferred for these 2022 acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed are summarized below:

	March 31
in millions	2022
Fair Value of Purchase Consideration
Cash	$ 148.2
Payable to seller	45.3
Total fair value of purchase consideration	$ 193.5
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$ 4.5
Inventories	4.5
Property, plant & equipment	178.5
Intangible assets
Contractual rights in place	9.0
Liabilities assumed	(3.0)
Net identifiable assets acquired	$ 193.5
Goodwill	$ 0.0

As a result of the 2022 acquisitions, we recognized $9.0 million of amortizable intangible assets and no goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average 7.1 years and $9.0 million will be deductible for income tax purposes over 15 years.

2021 BUSINESS ACQUISITIONS — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. for total consideration of $1,634.5 million, net of cash acquired:

British Columbia, Canada — aggregates and aggregates blue-water transportation operations

California — aggregates distribution terminals and concrete operations

New Jersey — aggregates and concrete operations

New York — aggregates and concrete operations

Oklahoma — aggregates and concrete operations

Pennsylvania — concrete operations

Texas — aggregates and concrete operations

U.S. Virgin Islands — aggregates and concrete operations

Washington, D.C. — concrete operations

The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and U.S. Concrete as if they were combined as of January 1, 2020. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of this combination. Consistent with the assumed acquisition date of January 1, 2020, the pro forma information excludes transactions between Vulcan and U.S. Concrete. The following pro forma information also includes 1) charges directly attributable to the acquisition, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets and 4) interest expense and debt retirement costs reflecting the new debt structure:

	Three Months Ended
	March 31
in millions				2021
Supplemental Pro Forma Results
Total revenues				$ 1,345.5
Net earnings attributable to Vulcan				$ 149.4

The unaudited pro forma results above may not be indicative of the results that would have been obtained had this acquisition occurred at the beginning of 2020, nor does it intend to be a projection of future results.

The fair value of consideration transferred for the U.S. Concrete acquisition and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed are summarized below:

	March 31
in millions	2022
Fair Value of Purchase Consideration
Cash 1	$ 1,634.5
Total fair value of purchase consideration	$ 1,634.5
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$ 237.8
Inventories	80.6
Other current assets	8.6
Property, plant & equipment	1,086.2
Operating lease right-of-use assets	216.4
Intangible assets
Contractual rights in place	622.6
Other intangibles	60.3
Other noncurrent assets	5.3
Deferred income taxes, net	(223.1)
Debt assumed	(443.7)
Other liabilities assumed	(531.3)
Noncontrolling interest	(22.3)
Net identifiable assets acquired	$ 1,097.4
Goodwill	$ 537.1

1	*Includes $*1,268.5 *million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $*384.4 *million of U.S. Concrete obligations paid on the acquisition date, less $*18.4 million of cash acquired.

Additionally, during 2021, we purchased concrete operations in California for total consideration of $4.9 million.

As a collective result of the 2021 acquisitions, we recognized $685.5 million of amortizable intangible assets and $537.1 million of goodwill (including an increase of $12.5 million from December 31, 2021). The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $537.1 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and synergies expected to be realized from acquiring an established business with assets that have been assembled over a long period of time — the collection of those assets combined with our assets can earn a higher rate of return than either individually. Of the total goodwill recognized, $115.6 million will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

We had no significant divestitures through the three months ended March 31, 2022.

In 2021, we sold:

First quarter — a reclaimed quarry in Southern California resulting in a pretax gain of $114.7 million (net of a $12.9 million contingency and other directly related obligations)

No material assets met the criteria for held for sale at March 31, 2022, December 31, 2021 or March 31, 2021.

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

None

ACCOUNTING STANDARDS PENDING ADOPTION

NONE