Item 1. FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited	September 30			December 31			September 30
in millions	2023			2022			2022
Assets
Cash and cash equivalents	$ 340.0			$ 161.4			$ 122.4
Restricted cash	5.0			0.1			24.5
Accounts and notes receivable
Accounts and notes receivable, gross	1,199.2			1,056.2			1,223.6
Allowance for credit losses	(14.7)			(10.9)			(11.0)
Accounts and notes receivable, net	1,184.5			1,045.3			1,212.6
Inventories
Finished products	448.1			439.3			403.3
Raw materials	50.5			63.4			64.9
Products in process	8.6			6.0			5.6
Operating supplies and other	63.4			70.6			68.2
Inventories	570.6			579.3			542.0
Other current assets	106.0			115.9			140.8
Assets held for sale	495.1			0.0			291.1
Total current assets	2,701.2			1,902.0			2,333.4
Investments and long-term receivables	31.2			31.8			33.1
Property, plant & equipment
Property, plant & equipment, cost	11,610.4			11,306.4			11,133.6
Allowances for depreciation, depletion & amortization	(5,498.4)			(5,255.1)			(5,148.3)
Property, plant & equipment, net	6,112.0			6,051.3			5,985.3
Operating lease right-of-use assets, net	521.5			572.6			574.2
Goodwill	3,531.7			3,689.6			3,704.5
Other intangible assets, net	1,471.8			1,702.1			1,708.3
Other noncurrent assets	251.1			285.2			277.0
Total assets	$ 14,620.5			$ 14,234.6			$ 14,615.8
Liabilities
Current maturities of long-term debt	0.5			0.5			0.5
Short-term debt	0.0			100.0			312.0
Trade payables and accruals	412.8			454.5			484.2
Other current liabilities	440.8			401.6			454.7
Liabilities held for sale	10.1			0.0			111.1
Total current liabilities	864.2			956.6			1,362.5
Long-term debt	3,874.3			3,875.2			3,874.2
Deferred income taxes, net	1,068.3			1,072.8			1,073.0
Deferred revenue	147.4			159.8			161.7
Noncurrent operating lease liabilities	516.0			548.4			549.8
Other noncurrent liabilities	685.1			669.6			715.7
Total liabilities	$ 7,155.3			$ 7,282.4			$ 7,736.9
Other commitments and contingencies (Note 8)
Equity
Common stock, $1 par value, Authorized 480.0 shares,
Outstanding 132.9, 132.9 and 132.9 shares, respectively	132.9			132.9			132.9
Capital in excess of par value	2,862.4			2,839.0			2,826.9
Retained earnings	4,595.0			4,111.4			4,045.3
Accumulated other comprehensive loss	(149.7)			(154.7)			(149.4)
Total shareholders' equity	7,440.6			6,928.6			6,855.7
Noncontrolling interest	24.6			23.6			23.2
Total equity	$ 7,465.2			$ 6,952.2			$ 6,878.9
Total liabilities and equity	$ 14,620.5			$ 14,234.6			$ 14,615.8
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						Nine Months Ended
Unaudited	September 30						September 30
in millions, except per share data	2023			2022			2023			2022
Total revenues	$ 2,185.8			$ 2,088.3			$ 5,947.6			$ 5,583.3
Cost of revenues	(1,594.8)			(1,595.4)			(4,471.3)			(4,375.5)
Gross profit	591.0			492.9			1,476.3			1,207.8
Selling, administrative and general expenses	(143.9)			(135.3)			(400.4)			(388.7)
Gain on sale of property, plant & equipment
and businesses	4.3			23.8			22.8			28.4
Loss on impairments	(28.3)			(67.8)			(28.3)			(67.8)
Other operating expense, net	(4.2)			(8.2)			(13.1)			(19.8)
Operating earnings	418.9			305.4			1,057.3			759.9
Other nonoperating income (expense), net	(6.4)			1.3			(5.3)			(1.7)
Interest expense, net	(46.6)			(46.1)			(142.2)			(120.8)
Earnings from continuing operations
before income taxes	365.9			260.6			909.8			637.4
Income tax expense	(85.8)			(82.3)			(194.4)			(164.6)
Earnings from continuing operations	280.1			178.3			715.4			472.8
Loss on discontinued operations, net of tax	(2.8)			(1.2)			(8.6)			(16.1)
Net earnings	277.3			177.1			706.8			456.7
Earnings attributable to noncontrolling interest	(0.8)			0.0			(1.0)			(0.5)
Net earnings attributable to Vulcan	$ 276.5			$ 177.1			$ 705.8			$ 456.2
Other comprehensive income, net of tax
Amortization of prior cash flow hedge loss	0.4			0.4			1.2			1.1
Amortization of actuarial loss and prior service
cost for benefit plans	1.3			0.7			3.8			2.2
Other comprehensive income	1.7			1.1			5.0			3.3
Comprehensive income	279.0			178.2			711.8			460.0
Comprehensive earnings attributable to
noncontrolling interest	(0.8)			0.0			(1.0)			(0.5)
Comprehensive income attributable to Vulcan	$ 278.2			$ 178.2			$ 710.8			$ 459.5
Basic earnings (loss) per share attributable to Vulcan
Continuing operations	$ 2.10			$ 1.34			$ 5.37			$ 3.55
Discontinued operations	(0.02)			(0.01)			(0.07)			(0.12)
Net earnings	$ 2.08			$ 1.33			$ 5.30			$ 3.43
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$ 2.09			$ 1.33			$ 5.34			$ 3.54
Discontinued operations	(0.02)			0.00			(0.06)			(0.12)
Net earnings	$ 2.07			$ 1.33			$ 5.28			$ 3.42
Weighted-average common shares outstanding
Basic	133.0			133.0			133.1			133.0
Assuming dilution	133.7			133.6			133.7			133.6
Effective tax rate from continuing operations	23.4**%**			31.6%			21.4**%**			25.8%
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 CASH FLOWS

	Nine Months Ended
Unaudited	September 30
in millions	2023			2022
Operating Activities
Net earnings	$ 706.8			$ 456.7
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	464.4			435.0
Loss on impairments	28.3			67.8
Noncash operating lease expense	40.7			46.6
Net gain on sale of property, plant & equipment and businesses	(22.8)			(28.4)
Contributions to pension plans	(5.6)			(5.8)
Share-based compensation expense	43.5			27.9
Deferred tax provision (benefit)	(6.0)			35.4
Changes in assets and liabilities before initial
effects of business acquisitions and dispositions	(206.0)			(295.5)
Other, net	11.9			8.6
Net cash provided by operating activities	$ 1,055.2			$ 748.3
Investing Activities
Purchases of property, plant & equipment	(666.3)			(450.4)
Proceeds from sale of property, plant & equipment	26.2			37.8
Proceeds from sale of businesses	130.0			0.0
Payment for businesses acquired, net of acquired cash and adjustments	0.9			(528.0)
Other, net	0.0			(0.1)
Net cash used for investing activities	$ (509.2)			$ (940.7)
Financing Activities
Proceeds from short-term debt	166.1			1,288.2
Payment of short-term debt	(266.1)			(976.2)
Payment of current maturities and long-term debt	(550.5)			(557.6)
Proceeds from issuance of long-term debt	550.0			550.0
Debt issuance and exchange costs	(3.4)			(2.9)
Payment of finance leases	(17.2)			(27.0)
Purchases of common stock	(49.9)			0.0
Dividends paid	(171.6)			(159.5)
Share-based compensation, shares withheld for taxes	(19.9)			(17.4)
Other, net	0.0			0.2
Net cash provided by (used for) financing activities	$ (362.5)			$ 97.8
Net increase (decrease) in cash and cash equivalents and restricted cash	183.5			(94.6)
Cash and cash equivalents and restricted cash at beginning of year	161.5			241.5
Cash and cash equivalents and restricted cash at end of period	$ 345.0			$ 146.9
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 aggregates markets in twenty-two states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico (see Note 8, NAFTA Arbitration). 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 are our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, Arizona, California, Maryland, New Mexico, Oklahoma, Tennessee, Texas, Virginia, U.S. Virgin Islands and Washington D.C. 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, 2022 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 and nine month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Construction activity continues to be impacted by cost inflation and capacity constraints (including supply chain bottlenecks, labor shortages and transportation availability).

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 September 30, 2023 will be reflected in management’s estimates for future periods.

NONCONTROLLING INTEREST

In connection with our acquisition of U.S. Concrete in 2021, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca) which was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12% noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed 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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Discontinued Operations
Pretax loss	$ (3.8)			$ (1.6)			$ (11.7)			$ (21.7)
Income tax benefit	1.0			0.4			3.1			5.6
Loss on discontinued operations,
net of tax	$ (2.8)			$ (1.2)			$ (8.6)			$ (16.1)

Our discontinued operations include charges 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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Weighted-average common shares
outstanding	133.0			133.0			133.1			133.0
Dilutive effect of
Stock-Only Stock Appreciation Rights	0.2			0.2			0.2			0.2
Other stock compensation awards	0.5			0.4			0.4			0.4
Weighted-average common shares
outstanding, assuming dilution	133.7			133.6			133.7			133.6

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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Antidilutive common stock equivalents	0.0			0.1			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). Additionally, we entered into an agreement to lease a terminal in California. We expect to have all permits in place associated with all lease commencement options by early 2024.

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

		September 30			December 31			September 30
dollars in millions	Classification on the Balance Sheet	2023			2022			2022
Assets 1
Operating lease ROU assets		$ 644.8			$ 665.4			$ 778.8
Accumulated amortization		(113.4)			(92.8)			(89.6)
Operating leases, net	Operating lease right-of-use assets, net	531.4			572.6			689.2
Finance lease ROU assets		85.8			93.2			111.2
Accumulated depreciation		(22.1)			(14.9)			(12.6)
Finance leases, net	Property, plant & equipment, net	63.7			78.3			98.6
Total lease assets		$ 595.1			$ 650.9			$ 787.8
Liabilities 1
Current
Operating	Other current liabilities	$ 48.2			$ 48.1			$ 51.9
Finance	Other current liabilities	18.4			22.3			27.7
Noncurrent
Operating	Noncurrent operating lease liabilities	525.4			548.4			643.3
Finance	Other noncurrent liabilities	22.7			34.8			45.9
Total lease liabilities		$ 614.7			$ 653.6			$ 768.8
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		19.4			19.7			20.1
Finance leases		2.5			3.0			3.1
Weighted-average discount rate
Operating leases		4.3**%**			3.9%			3.7%
Finance leases		2.0**%**			1.8%			1.6%

1	Balances at September 30, 2023 and September 30, 2022 include lease assets and liabilities classified as held for sale as detailed in Note 16.

The decreases from September 30, 2022 in total lease assets and liabilities presented above primarily relate to the 2022 sale of concrete operations in New Jersey, New York and Pennsylvania (see Note 16 for additional information). Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options.

The components of lease expense are as follows:

		Three Months Ended						Nine Months Ended
		September 30						September 30
in millions		2023			2022			2023			2022
Lease Cost
Finance lease cost
Depreciation of right-of-use assets		$ 3.3			$ 4.2			$ 10.1			$ 12.9
Interest on lease liabilities		0.2			0.2			0.7			0.9
Operating lease cost		19.1			21.7			58.3			65.6
Short-term lease cost 1		14.8			12.3			38.5			32.8
Variable lease cost		4.9			4.7			15.0			8.9
Sublease income		(0.8)			(0.6)			(2.7)			(2.2)
Total lease cost		$ 41.5			$ 42.5			$ 119.9			$ 118.9

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 $55.0 million and $60.0 million for the nine months ended September 30, 2023 and 2022, respectively. Cash paid for finance leases (principal and interest) was $17.9 million and $28.0 million for the nine months ended September 30, 2023 and 2022, respectively.

Note 3: Income Taxes

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates and permanent differences between book and tax accounting such as percentage depletion. 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 third quarter of 2023, we recorded income tax expense from continuing operations of $85.8 million compared to $82.3 million in the third quarter of 2022. The increase in tax expense was due to higher pretax earnings partially offset by a tax benefit related to a reserve recorded on the assets held for sale in the third quarter of 2023 (see Note 16) and a smaller valuation allowance recorded on Mexico losses when compared to the third quarter of 2022.

For the first nine months of 2023, we recorded income tax expense from continuing operations of $194.4 million compared to $164.6 million for the first nine months of 2022. The increase in tax expense was due to higher pretax earnings partially offset by tax benefits from a prior year business disposition recorded in the first quarter of 2023 and the reserve recorded on the assets held for sale as noted above.

In August 2022, the Inflation Reduction Act (IRA) was signed into law. The IRA introduces a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions. The CAMT provision is effective for tax years beginning on or after January 1, 2023. We do not anticipate being subject to CAMT in 2023.

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, 2022.

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.

As discussed in Note 8, in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico. As a result, in 2022, Calica generated a net operating loss (NOL) deferred tax asset of $14.5 million. Based on the weight of all available positive and negative evidence, we concluded that it is more likely than not that Calica will be unable to realize the NOL deferred tax asset during the ten-year carryforward period resulting in a valuation allowance of $14.5 million in 2022 ($9.6 million of which was recorded as of September 30, 2022). In 2023, we project a $16.6 million increase in deferred tax assets against which a valuation allowance was recorded as a component of the EAETR in the first nine months of 2023. Should the Mexican government lift the shutdown and/or if we are successful in our North American Free Trade Agreement (NAFTA) claim, we will reevaluate the need for a valuation allowance against the deferred tax assets.

We project Alabama NOL carryforward deferred tax assets at December 31, 2023 of $74.7 million, against which we have a valuation allowance of $54.3 million as of September 30, 2023. 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 we judge 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 position. 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 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 taxes 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 for the three and nine month periods ended September 30, 2023 and 2022 are disaggregated as follows (the decrease in East market concrete revenues is primarily attributable to the sale of concrete operations in New Jersey, New York and Pennsylvania in November 2022; see Note 16 for additional information):

	Three Months Ended September 30, 2023
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 464.8			$ 64.5			$ 95.4			$ 0.0			$ 624.7
Gulf Coast	898.1			71.4			168.7			2.3			1,140.5
West	263.2			211.3			100.5			0.0			575.0
Segment sales	$ 1,626.1			$ 347.2			$ 364.6			$ 2.3			$ 2,340.2
Intersegment sales	(154.4)			0.0			0.0			0.0			(154.4)
Total revenues	$ 1,471.7			$ 347.2			$ 364.6			$ 2.3			$ 2,185.8

	Three Months Ended September 30, 2022
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 455.0			$ 61.4			$ 206.9			$ 0.0			$ 723.3
Gulf Coast	801.8			64.1			146.7			2.1			1,014.7
West	233.7			184.7			96.9			0.0			515.3
Segment sales	$ 1,490.5			$ 310.2			$ 450.5			$ 2.1			$ 2,253.3
Intersegment sales	(165.0)			0.0			0.0			0.0			(165.0)
Total revenues	$ 1,325.5			$ 310.2			$ 450.5			$ 2.1			$ 2,088.3

	Nine Months Ended September 30, 2023
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 1,259.7			$ 147.1			$ 278.7			$ 0.0			$ 1,685.5
Gulf Coast	2,561.7			182.0			457.6			7.0			3,208.3
West	677.5			525.2			257.0			0.0			1,459.7
Segment sales	$ 4,498.9			$ 854.3			$ 993.3			$ 7.0			$ 6,353.5
Intersegment sales	(405.9)			0.0			0.0			0.0			(405.9)
Total revenues	$ 4,093.0			$ 854.3			$ 993.3			$ 7.0			$ 5,947.6

	Nine Months Ended September 30, 2022
in millions	Aggregates			Asphalt			Concrete			Calcium			Total
Total Revenues by Geographic Market 1
East	$ 1,137.5			$ 132.0			$ 544.4			$ 0.0			$ 1,813.9
Gulf Coast	2,247.3			166.7			427.8			5.4			2,847.2
West	628.7			453.4			261.2			0.0			1,343.3
Segment sales	$ 4,013.5			$ 752.1			$ 1,233.4			$ 5.4			$ 6,004.4
Intersegment sales	(421.1)			0.0			0.0			0.0			(421.1)
Total revenues	$ 3,592.4			$ 752.1			$ 1,233.4			$ 5.4			$ 5,583.3

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

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 $76.7 million (3.5% of total revenues) and $71.1 million (3.4% of total revenues) for the three months ended September 30, 2023 and 2022, respectively, and $181.5 million (3.1% of total revenues) and $178.0 million (3.2% of total revenues) for the nine months ended September 30, 2023 and 2022, respectively.

Our products typically are sold to private industry and not directly to governmental entities. Although approximately 40% to 55% of our aggregates shipments have historically been used in publicly funded construction (such as highways, airports and government buildings), 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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Freight & Delivery Revenues
Total revenues	$ 2,185.8			$ 2,088.3			$ 5,947.6			$ 5,583.3
Freight & delivery revenues 1	(276.5)			(261.8)			(766.9)			(727.4)
Total revenues excluding freight & delivery	$ 1,909.3			$ 1,826.5			$ 5,180.7			$ 4,855.9

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. Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at September 30, 2023 and 2022 were $116.3 million and $143.2 million, respectively. The remaining period to complete the obligations at September 30, 2023 ranged from 1 month to 47 months.

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.

Changes in the VPP deferred revenue balances (current and noncurrent) are as follows:

	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Deferred Revenue
Balance at beginning of period	$ 157.4			$ 165.9			$ 161.8			$ 170.1
Revenue recognized from deferred revenue	(2.5)			(2.2)			(6.9)			(6.4)
Balance at end of period	$ 154.9			$ 163.7			$ 154.9			$ 163.7

Based on expected sales from the specified quarries, we expect to recognize $7.5 million of VPP deferred revenue as income during the twelve-month period ending September 30, 2024 (reflected in other current liabilities in our September 30, 2023 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
	September 30			December 31			September 30
in millions	2023			2022			2022
Fair Value Recurring
Rabbi Trust
Mutual funds	$ 28.7			$ 28.6			$ 24.9
Total	$ 28.7			$ 28.6			$ 24.9

	Level 2 Fair Value
	September 30			December 31			September 30
in millions	2023			2022			2022
Fair Value Recurring
Interest rate swaps	$ (2.1)			$ 0.0			$ 0.0
Rabbi Trust
Money market mutual fund	0.7			1.5			1.6
Total	$ (1.4)			$ 1.5			$ 1.6

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 $0.5 million and $(8.1) million for the nine months ended September 30, 2023 and 2022, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at September 30, 2023 and 2022 were $0.6 million and $(8.3) 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.

During the third quarter of 2023, net assets held for sale with a carrying value of $513.3 million were written down to their estimated fair value less cost to sell of $485.0 million, resulting in an impairment loss of $28.3 million. In addition, during the third quarter of 2022, net assets held for sale 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. In both quarters, the estimated fair values (Level 1 fair value measurements) were determined based on the expected proceeds from the probable sales of the disposal groups. Refer to Note 16 for the major categories of assets and liabilities classified as held for sale and Note 15 for a related goodwill impairment charge in 2022.

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 March 2023, we issued $550.0 million of 5.80% fixed-rate debt maturing in March 2026. Concurrently, we entered into fixed-to-floating interest rate swap agreements designated as fair value hedges in the amount of $550.0 million. Under these swap agreements, we receive a fixed interest rate of 5.80% (matches the fixed rate we pay on the $550.0 million of debt) and pay daily compound Secured Overnight Financing Rate (SOFR) plus 0.241%.

The changes in the fair value of these swaps designated as fair value hedges are recorded in interest expense and are perfectly offset by changes in the fair value of the related debt also recorded in interest expense. These swaps are recognized at fair value in the accompanying Condensed Consolidated Balance Sheets as follows:

						Fair Value 1
						September 30			December 31			September 30
in thousands	Balance Sheet Location					2023			2022			2022
Fair Value Hedges
Interest rate swaps	Other current assets					$ 0.1			$ 0.0			$ 0.0
Interest rate swaps	Other noncurrent liabilities					(2.2)			0.0			0.0
Interest rate swaps net liability						$ (2.1)			$ 0.0			$ 0.0

1	See Note 5 for further discussion of fair value determination.

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						Nine Months Ended
	Income Statement		September 30						September 30
in millions	Location		2023			2022			2023			2022
Cash Flow Hedges
Loss reclassified from AOCI	Interest expense		$ (0.5)			$ (0.5)			$ (1.6)			$ (1.5)

For the twelve-month period ending September 30, 2024, we estimate that $2.2 million of the $19.8 million net of tax loss in AOCI will be reclassified to interest expense.

Note 7: Debt

Debt is detailed as follows:

			Effective		September 30			December 31			September 30
in millions			Interest Rates		2023			2022			2022
Short-term Debt
Bank line of credit expires 2027 1					$ 0.0			$ 100.0			$ 312.0
Commercial paper expires 2027 1					0.0			0.0			0.0
Total short-term debt					$ 0.0			$ 100.0			$ 312.0
Long-term Debt
Bank line of credit expires 2027 1					$ 0.0			$ 0.0			$ 0.0
Commercial paper expires 2027 1					550.0			550.0			550.0
Delayed draw term loan due 2026					0.0			550.0			550.0
4.50% notes due 2025			4.65**%**		400.0			400.0			400.0
5.80% notes due 2026 2			6.02**%**		550.0			0.0			0.0
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			0.39**%**		1.5			1.8			1.8
Total long-term debt - face value					$ 3,941.6			$ 3,941.9			$ 3,941.9
Unamortized discounts and debt issuance costs					(64.7)			(66.2)			(67.2)
Fair value adjustments 3					(2.1)			0.0			0.0
Total long-term debt - book value					$ 3,874.8			$ 3,875.7			$ 3,874.7
Less current maturities					(0.5)			(0.5)			(0.5)
Total long-term debt - reported value					$ 3,874.3			$ 3,875.2			$ 3,874.2
Estimated fair value of long-term debt					$ 3,597.6			$ 3,671.9			$ 3,620.1

1	Borrowings on the bank line of credit and commercial paper 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.
2	The effective interest rate excludes the impact of the interest rate swap described in Note 6.
3	See Note 6 for additional information on our fair value hedging strategy.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $5.0 million and $5.0 million of net interest expense for these items for the nine months ended September 30, 2023 and 2022, respectively.

DELAYED DRAW TERM LOAN, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

In June 2021, we entered into a $1,600.0 million unsecured delayed draw term loan which was fully drawn in August 2021 upon the acquisition of U.S. Concrete. The delayed draw term loan was paid down to $1,100.0 million in September 2021 with cash on hand, paid down to $550.0 million in August 2022 using the proceeds from the issuance of commercial paper as described below and fully repaid in March 2023 using proceeds from the issuance of 5.80% senior notes as described below.

Our unsecured line of credit was amended in August 2022 to increase the borrowing capacity from $1,000.0 million to $1,600.0 million and extend the maturity date from September 2026 to August 2027. Our line of credit contains covenants customary for an unsecured investment-grade facility. As of September 30, 2023, we were in compliance with the covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin ranging from 1.000% to 1.625% 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 September 30, 2023, 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%.

In August 2022, we established a $1,600.0 million commercial paper program through which we borrowed $550.0 million that was used to partially repay the delayed draw term loan. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors.

As of September 30, 2023, our available borrowing capacity under the line of credit was $1,516.8 million. Utilization of the borrowing capacity was as follows:

None was borrowed

$83.2 million was used to support standby letters of credit

TERM DEBT

All of our $3,941.6 million (face value) of term debt (which includes the $550.0 million commercial paper) is unsecured. All of the covenants in the debt agreements are customary for investment-grade facilities. As of September 30, 2023, we were in compliance with all term debt covenants.

In March 2023, we issued $550.0 million of 5.80% senior notes due 2026. Total proceeds of $546.6 million (net of discounts and transaction costs), together with cash on hand, were used to repay the $550.0 million delayed draw term loan.

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, renew automatically and can only be modified or canceled with the approval of the beneficiary. Our standby letters of credit are issued by banks that participate in our $1,600.0 million line of credit and reduce the borrowing capacity thereunder. Our standby letters of credit as of September 30, 2023 are summarized by purpose in the table below:

in millions
Standby Letters of Credit
Risk management insurance	$ 74.5
Reclamation/restoration requirements	8.7
Total	$ 83.2

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 $614.7 million as of September 30, 2023 (including liabilities classified as held for sale – see Note 16).

As summarized by purpose in Note 7, our standby letters of credit totaled $83.2 million as of September 30, 2023.

As described in Note 9, our asset retirement obligations totaled $315.5 million as of September 30, 2023.

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:

			September 30			December 31			September 30
in millions			2023			2022			2022
Accrued Environmental Remediation Costs
Continuing operations			$ 32.7			$ 28.6			$ 27.3
Retained from former Chemicals business			8.3			8.3			8.2
Total			$ 41.0			$ 36.9			$ 35.5

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). Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement to settle with the EPA/DOJ and negotiated a Consent Decree. The Consent Decree has been lodged with the court. Vulcan’s portion of the settlement is within the immaterial loss recorded for this matter in 2015.

In July 2018, Vulcan, along with more than 100 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 for costs related to the River. This lawsuit is currently stayed pending adjudication of the Consent Decree. In another related proceeding, Occidental filed a lawsuit in March 2023 against Vulcan and 39 other defendants in United States District Court for the District of New Jersey, Newark Vicinage seeking cost recovery and contribution under CERCLA for costs related to the upper 9 miles of the River. It is unknown at this time how the settlement and approval of the Consent Decree with the EPA/DOJ would affect the Occidental lawsuits.

■ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During operation of its former Chemicals Division, Vulcan leased the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005. Throughout that period, Texas Brine Company (Texas Brine) was the operator contracted by Vulcan to mine and deliver the salt as brine. We sold our Chemicals Division in 2005 and transferred our rights and interests related to the salt and mining operations to the purchaser, a subsidiary of Occidental Chemical Company (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. Numerous lawsuits were filed thereafter in state court in Assumption Parish, Louisiana. Other lawsuits, including class action litigation, were filed in the United States District Court for the Eastern District of Louisiana in New Orleans.

In these lawsuits, the main plaintiffs sued numerous defendants, including Texas Brine, Occidental and Vulcan, alleging various damages including, but not limited to, property damages; a claim by the State of Louisiana for response costs and civil penalties; physical damages to oil and gas pipelines and storage facilities (pipelines); and business interruption losses. All such claims have been settled except for the claims by the State of Louisiana. Our insurers to date have funded these settlements in excess of our self-insured retention amount.

Additionally, Texas Brine, Occidental and Vulcan sued each other in various state and federal court forums. Vulcan and Occidental have since dismissed all of their claims against one another; Texas Brine’s and Occidental’s claims against each other are pending in arbitration; and Texas Brine’s and Vulcan’s claims against each other are pending in state and federal court. In general, Texas Brine alleges that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to act; 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 the agreement under which we sold our Chemicals Division to Occidental. Texas Brine’s claims against Vulcan include claims for past and future response costs, lost profits and investment costs, indemnity payments, attorneys’ fees, other litigation costs, and judicial interests. Texas Brine also recently filed a lawsuit against Vulcan seeking indemnity for potential exposure Texas Brine may have to Occidental in the related arbitration, the State of Louisiana, and for ongoing and future Louisiana regulatory matters. In August 2022, we removed the lawsuit to federal court.

The state court held a joint bench trial (judge only) in 2017 in three cases brought by pipeline companies claiming damages to their facilities as a result of the sinkhole. This “Phase 1” trial was limited in scope to comparative fault and liability for causing the sinkhole. In December 2017, the trial court issued a ruling allocating fault as follows: Occidental 50%, Texas Brine (and its wholly-owned subsidiary) 35% and Vulcan 15%. In December 2020, the Louisiana Court of Appeal, First Circuit reversed the judgment in part in one of the three jointly tried cases, allocating 55% of the fault to Texas Brine (and its wholly-owned subsidiary); 30% to Occidental; and affirming the 15% fault allocation to Vulcan. In May 2021 and April 2022, the Court of Appeal issued judgments in the other two pipeline cases, adopting the same fault allocation. The Louisiana Supreme Court has declined to review the judgments, resulting in final judgments regarding fault allocations in those matters.

In the second quarter of 2022, we recorded an immaterial loss related to the claims brought by Texas Brine. In August 2022, Vulcan and Texas Brine commenced a joint “Phase 2” bench trial in the same three pipeline cases where fault was allocated. Prior to trial, the trial court granted various motions by Vulcan seeking dismissal of Texas Brine’s contract-based claims and hundreds of millions of dollars in alleged damages. Thus, the Phase 2 trial addressed the claims that remained pending between Texas Brine and Vulcan after that motion practice. During the Phase 2 trial, Texas Brine and Vulcan reached a negotiated joint stipulation as to the amount of Texas Brine’s damages for its surviving tort claims at issue in the trial. After applying Vulcan’s 15% fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial is within the immaterial loss recorded during the second quarter of 2022. In December 2022, the trial court entered a judgment in the pipeline cases reflecting this stipulation. Texas Brine has moved to assess trial costs against Vulcan.

The December 2022 Phase 2 judgment did not address numerous of Texas Brine’s claims seeking hundreds of millions of dollars in damages that were dismissed prior to trial. Texas Brine has appealed or is in the process of appealing each of those judgments. We cannot at this time reasonably estimate the range of liability, if any, that could result if an appellate court reverses any of the trial court’s decisions. At this time, we also cannot reasonably estimate a range of liability pertaining to the claims brought by the State of Louisiana.

■ NEW YORK WATER DISTRICT CASES AND NEW JERSEY NATURAL RESOURCE DAMAGES CASE (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 (TCA). We are a defendant in 29 cases allegedly involving TCA. We are a defendant in 28 cases brought by New York water providers, and in one case brought by the State of New Jersey, all involving TCA stabilized with 1,4-dioxane. The cases in New York are filed in the United States District Court for the Eastern District of New York. According to the various complaints, the plaintiff-water providers serve customers in a number of New York counties (Nassau, Suffolk, Orange, Putnam, Sullivan, Ulster, Washington and Westchester) and seek unspecified compensatory damages associated with the remediation of water wells allegedly contaminated with 1,4-dioxane. They are also seeking punitive damages. The New Jersey case, filed in state court in Mercer County (Trenton) in March 2023, seeks recovery for the entire State of New Jersey based on alleged damages to surface water, ground water and other natural resources. In the New Jersey case, the plaintiff seeks unspecified compensatory damages to restore the allegedly contaminated natural resources to a condition with zero 1,4-dioxane. The plaintiff also seeks disgorgement of profits from the sale of TCA in New Jersey, as well as penalties and attorneys’ fees under various New Jersey statutes. We will vigorously defend these cases on substantive and procedural grounds. At this time, we cannot determine the likelihood of loss, or reasonably estimate a range of loss, if any, pertaining to the above-referenced 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 LADWP’s Rinaldi-Toluca (RT) wellfield project. 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 included a request for Vulcan to revise and develop a final PDI Evaluation Report. The final comments further provided, 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 (Supplemental 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 included edits to the Draft PDI Evaluation Report and responses to the EPA’s comments.

In February 2023, the EPA requested that Vulcan provide the Supplemental Report and an Alternative Design Work Plan (ADWP). Vulcan submitted the Supplemental Report in March 2023 and submitted the ADWP in May 2023. Similar to the PDI Evaluation Report, the Supplemental Report and ADWP identified expansion of the onsite Hewitt remedy in conjunction with the offsite treatment being performed by LADWP as the preferred options for addressing contamination in offsite areas, instead of the two wells proposed by the EPA. During the second quarter of 2023, we accrued an immaterial amount based on an engineer’s estimate of the cost associated with the expansion of the onsite system. The EPA provided initial comments on the Supplemental Report on August 1, 2023, and our response to their comments was provided on August 31, 2023. The EPA is currently reviewing the response to comments and has requested meetings with stakeholders including LADWP to determine a path forward.

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 treatment 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 and implementing 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. In March 2023, Honeywell filed a lawsuit against CalMat Co., a Vulcan subsidiary, and a third party alleging that Honeywell has incurred more than $11 million in costs to resolve its liability to the EPA and that it estimates that it will spend in excess of $100 million to construct and operate its water treatment system. Honeywell seeks an "equitable share of necessary response costs" from the defendants. Discussions are ongoing with Honeywell regarding the reasonable costs Honeywell has incurred. 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. Based on this technical information, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

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 responsible for the contamination at the NHW wellfield and is one of many PRPs responsible for the contamination at the RT wellfield. We are gathering and analyzing records and data and developing technical information to assess the reasonableness of LADWP’s remediation efforts and 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 intended to assess Vulcan’s anticipated equitable contribution to LADWP’s remediation efforts. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area of the NHW and RT wellfields. At this time, we cannot reasonably estimate a range of a loss to Vulcan pertaining to LADWP’s potential 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). This NAFTA claim relates to the treatment of a portion of our quarrying operations in Quintana Roo, Mexico arising from, among other measures, Mexico’s failure to comply with a legally binding zoning agreement and relates to 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. While we awaited the final resolution from the tribunal, we continued to engage with government officials to pursue an amicable resolution of the dispute. On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico. On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Known Trends or Uncertainties). In July 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult. A hearing on the merits of the ancillary claim took place in August 2023. We expect that the NAFTA arbitration tribunal will issue a decision on the claim and ancillary claim during the first half of 2024.

At this time, there can be no assurance whether we will be successful in our NAFTA claim and ancillary 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 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. 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 a value 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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
ARO Operating Costs
Accretion	$ 3.5			$ 3.6			$ 10.3			$ 10.7
Depreciation	2.2			2.4			6.6			7.2
Total	$ 5.7			$ 6.0			$ 16.9			$ 17.9

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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Asset Retirement Obligations
Balance at beginning of period	$ 311.6			$ 321.1			$ 311.3			$ 315.2
Liabilities incurred	0.0			19.2			0.0			21.5
Liabilities settled	(1.9)			(2.3)			(8.4)			(5.6)
Accretion expense	3.5			3.6			10.3			10.7
Revisions, net	2.3			(1.6)			2.3			(1.8)
Balance at end of period	$ 315.5			$ 340.0			$ 315.5			$ 340.0

ARO liabilities incurred as of September 30, 2022 primarily related to acquisitions completed in 2022 (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.

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

PENSION BENEFITS	Three Months Ended						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Components of Net Periodic Benefit Cost
Service cost	$ 0.6			$ 1.0			$ 1.9			$ 3.0
Interest cost	8.5			5.3			25.4			15.8
Expected return on plan assets	(6.9)			(7.5)			(20.7)			(22.6)
Amortization of prior service cost	0.4			0.4			1.1			1.1
Amortization of actuarial loss	1.4			1.1			4.2			3.2
Net periodic pension benefit cost	$ 4.0			$ 0.3			$ 11.9			$ 0.5
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$ 1.8			$ 1.5			$ 5.3			$ 4.3

The contributions to pension plans for the nine months ended September 30, 2023 and 2022, 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 to a higher level effective 2022. This served as a cost reduction for retirees in 2022 and beyond 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						Nine Months Ended
	September 30						September 30
in millions	2023			2022			2023			2022
Components of Net Periodic Benefit Cost
Service cost	$ 0.5			$ 0.6			$ 1.5			$ 1.7
Interest cost	0.5			0.3			1.5			0.7
Amortization of prior service cost (credit)	0.4			0.0			1.1			(0.2)
Amortization of actuarial gain	(0.4)			(0.3)			(1.2)			(1.0)
Net periodic postretirement benefit cost	$ 1.0			$ 0.6			$ 2.9			$ 1.2
Pretax reclassifications from AOCI included in
net periodic postretirement benefit cost	$ 0.0			$ (0.3)			$ (0.1)			$ (1.2)

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor five defined contribution plans. 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 $58.6 million and $49.1 million for the nine months ended September 30, 2023 and 2022, 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:

			September 30			December 31			September 30
in millions			2023			2022			2022
AOCI
Cash flow hedges			$ (19.8)			$ (21.0)			$ (21.4)
Pension and postretirement plans			(129.9)			(133.7)			(128.0)
Total			$ (149.7)			$ (154.7)			$ (149.4)

Changes in AOCI, net of tax, for the nine months ended September 30, 2023 are as follows:

						Pension and
			Cash Flow			Postretirement
in millions			Hedges			Benefit Plans			Total
AOCI
Balances as of December 31, 2022			$ (21.0)			$ (133.7)			$ (154.7)
Amounts reclassified from AOCI			1.2			3.8			5.0
Net current period OCI changes			1.2			3.8			5.0
Balances as of September 30, 2023			$ (19.8)			$ (129.9)			$ (149.7)

Amounts reclassified from AOCI to earnings are as follows:

			Three Months Ended						Nine Months Ended
			September 30						September 30
in millions			2023			2022			2023			2022
Amortization of Cash Flow Hedge Losses
Interest expense			$ 0.5			$ 0.5			$ 1.6			$ 1.5
Benefit from income taxes			(0.1)			(0.1)			(0.4)			(0.4)
Total			$ 0.4			$ 0.4			$ 1.2			$ 1.1
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense			$ 1.8			$ 1.0			$ 5.2			$ 3.0
Benefit from income taxes			(0.5)			(0.3)			(1.4)			(0.8)
Total			$ 1.3			$ 0.7			$ 3.8			$ 2.2
Total reclassifications from AOCI to earnings			$ 1.7			$ 1.1			$ 5.0			$ 3.3

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 September 30, 2023, December 31, 2022 and September 30, 2022.

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

	September 30			December 31			September 30
in millions, except average cost	2023			2022			2022
Shares Purchased and Retired
Number	0.2			0.0			0.0
Total purchase price 1	$ 49.9			$ 0.0			$ 0.0
Average cost per share	$ 206.82			$ 0.00			$ 0.00

1	The amount paid to purchase shares in excess of the par value is recorded in retained earnings.

As of September 30, 2023, 7,823,488 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

				Three Months Ended						Nine Months Ended
				September 30						September 30
in millions, except per share data				2023			2022			2023			2022
Total Shareholders' Equity
Balance at beginning of period				$ 7,202.6			$ 6,721.1			$ 6,928.6			$ 6,545.0
Net earnings attributable to Vulcan				276.5			177.1			705.8			456.2
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes				(2.2)			(0.1)			(20.8)			(17.2)
Purchase and retirement of common stock				0.0			0.0			(49.9)			0.0
Share-based compensation expense				19.2			9.7			43.5			27.9
Cash dividends on common stock
($0.43/$0.40/$1.29/$1.20 per share, respectively)				(57.2)			(53.2)			(171.6)			(159.5)
Other comprehensive income				1.7			1.1			5.0			3.3
Balance at end of period				$ 7,440.6			$ 6,855.7			$ 7,440.6			$ 6,855.7
Noncontrolling Interest
Balance at beginning of period				$ 23.8			$ 23.1			$ 23.6			$ 22.7
Earnings attributable to noncontrolling interest				0.8			0.1			1.0			0.5
Balance at end of period				$ 24.6			$ 23.2			$ 24.6			$ 23.2
Total Equity
Balance at end of period				$ 7,465.2			$ 6,878.9			$ 7,465.2			$ 6,878.9

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 these reporting segments principally at the gross profit level.

segment financial disclosure

			Three Months Ended						Nine Months Ended
			September 30						September 30
in millions			2023			2022			2023			2022
Total Revenues
Aggregates 1			$ 1,626.1			$ 1,490.5			$ 4,498.9			$ 4,013.5
Asphalt 2			347.2			310.2			854.3			752.1
Concrete			364.6			450.5			993.3			1,233.4
Calcium			2.3			2.1			7.0			5.4
Segment sales			$ 2,340.2			$ 2,253.3			$ 6,353.5			$ 6,004.4
Aggregates intersegment sales			(154.4)			(165.0)			(405.9)			(421.1)
Total revenues			$ 2,185.8			$ 2,088.3			$ 5,947.6			$ 5,583.3
Gross Profit
Aggregates			$ 508.4			$ 436.1			$ 1,309.8			$ 1,081.3
Asphalt			55.9			29.5			113.3			40.2
Concrete			26.0			26.5			50.7			84.7
Calcium			0.7			0.8			2.5			1.6
Total			$ 591.0			$ 492.9			$ 1,476.3			$ 1,207.8
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates			$ 125.6			$ 113.5			$ 357.4			$ 324.4
Asphalt			8.8			8.9			26.7			26.0
Concrete			20.5			21.7			60.4			63.5
Calcium			0.0			0.0			0.1			0.1
Other			6.2			6.9			19.8			21.0
Total			$ 161.1			$ 151.0			$ 464.4			$ 435.0
Identifiable Assets 3, 4
Aggregates									$ 11,821.9			$ 11,713.5
Asphalt									648.6			671.3
Concrete 5									1,512.4			1,773.8
Calcium									3.8			4.2
Total identifiable assets									$ 13,986.7			$ 14,162.8
General corporate assets									288.8			306.1
Cash and cash equivalents and restricted cash									345.0			146.9
Total assets									$ 14,620.5			$ 14,615.8

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 increase in Aggregates is primarily due to 2022 acquisitions, and the decrease in Concrete is primarily due to the divestiture of concrete operations in New Jersey, New York and Pennsylvania in November 2022 (see Note 16)**.
5	Includes assets classified as held for sale (see Note 16)**.

Note 14: Supplemental Cash Flow Information

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

	Nine Months Ended
	September 30
in thousands	2023			2022
Cash Payments
Interest (exclusive of amount capitalized)	$ 118.4			$ 96.6
Income taxes	168.3			133.7
Noncash Investing and Financing Activities
Accruals for purchases of property, plant & equipment	$ 28.2			$ 37.5
Recognition of new and revised lease obligations for
Operating lease right-of-use assets	1.5			35.5
Finance lease right-of-use assets	1.3			3.5
Consideration payable to seller in business acquisitions	0.0			65.4

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. 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.

During the third quarter of 2022, we recorded an interim goodwill impairment loss of $50.9 million related to the fourth quarter sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania (see Note 16). There were no charges for goodwill impairment in the nine-month period ended September 30, 2023. Accumulated goodwill impairment losses amount to $303.6 million ($252.7 million in our former Cement segment and $50.9 in our Concrete segment).

Changes in the carrying amount of goodwill by reportable segment from December 31, 2022 to September 30, 2023 are shown below:

in millions			Aggregates			Asphalt			Concrete			Calcium			Total
Goodwill
Totals at December 31, 2022			$ 3,330.3			$ 91.6			$ 267.7			$ 0.0			$ 3,689.6
Goodwill of acquired businesses 1			(0.1)			0.0			0.0			0.0			(0.1)
Totals at September 30, 2023 2			$ 3,330.2			$ 91.6			$ 267.7			$ 0.0			$ 3,689.5

1	See Note 16 for acquisitions. The current year includes a purchase price allocation adjustment from a prior year acquisition.
2	The Concrete segment balance at September 30, 2023 includes goodwill classified as held for sale as detailed in Note 16.

Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2023 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2023, we completed no business acquisitions.

2022 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2022, we acquired operations in California, Texas, Virginia and Honduras for total consideration of $593.4 million ($528.0 million cash and $65.4 million noncash). For the full year 2022, including adjustments made in the current year, we purchased the following operations for total consideration of $593.7 million ($528.3 million cash and $65.4 million noncash):

California — eight aggregates, four asphalt mix and seven ready-mixed concrete operations

Texas — five aggregates operations

Virginia — four ready-mixed concrete operations and two idle ready-mixed concrete sites

Honduras — an aggregates operation serving limited markets along the Gulf Coast

The fair value of consideration transferred for these 2022 acquisitions and the amounts of assets acquired and liabilities assumed as of September 30, 2023 are summarized below:

in millions
Fair Value of Purchase Consideration
Cash	$ 528.3
Payable to seller	65.4
Total fair value of purchase consideration	$ 593.7
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$ 30.5
Inventories	15.3
Other current assets	2.1
Property, plant & equipment	504.5
Intangible assets
Contractual rights in place	61.4
Deferred income taxes, net	(12.4)
Other liabilities assumed	(20.1)
Net identifiable assets acquired	$ 581.3
Goodwill	$ 12.4

As a result of the 2022 acquisitions, we recognized $61.4 million of amortizable intangible assets and $12.4 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years. The $12.4 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of the goodwill recognized will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

In 2023, we sold:

Second quarter – real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $15.2 million

In 2022, we sold:

Fourth quarter – concrete operations in New Jersey, New York and Pennsylvania resulting in a third quarter impairment charge of $67.8 million and a fourth quarter loss on sale of $17.4 million (the assets were written down to fair value less cost to sell in the third quarter)

Third quarter – excess real estate in Southern California resulting in a pretax gain of $23.5 million

The probable divestiture of our concrete operations in Texas is presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2023. In addition, the divestiture of our concrete operations in New Jersey, New York and Pennsylvania in November 2022 was presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2022. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

				September 30			December 31			September 30
in millions				2023			2022			2022
Held for Sale (Concrete Segment)
Inventory				$ 18.6			$ 0.0			$ 6.1
Land and land improvements, net				39.7			0.0			21.7
Buildings, machinery and equipment, net				114.6			0.0			81.3
Operating leases, net				9.9			0.0			115.0
Finance leases, net				18.1			0.0			17.2
Amortizable intangible assets, net				164.7			0.0			66.7
Goodwill				157.8
Less: reserve for assets held for sale				(28.3)			0.0			(16.9)
Total assets held for sale				$ 495.1			$ 0.0			$ 291.1
Current operating lease liabilities				$ (0.7)			$ 0.0			$ (5.6)
Current finance lease liabilities				0.0			0.0			(4.6)
Noncurrent operating lease liabilities				(9.4)			0.0			(93.4)
Noncurrent finance lease liabilities				0.0			0.0			(7.5)
Total liabilities held for sale				$ (10.1)			$ 0.0			$ (111.1)

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

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

None

ACCOUNTING STANDARDS PENDING ADOPTION

None