10-K 0001628280-26-009546 (2026-02-19) vs 10-K 0001396009-25-000005 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 2,919 |
2.6% |
| MD&A | Item 7 | 11,930 |
17.3% |
| Legal Proceedings | Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES | 3,374 |
29.8% |
| Accounting Policies | Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6,713 |
4.9% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 258 words changed in this paragraph; it is 31% similar to last year's version.
In December 2019, Finally, Honeywell agreed with LADWP to build operated a facility within the NHOU footprint that is responsible for groundwater contamination and, under an EPA agreement, will construct and operate a water treatment system. Honeywell’s system (often is often referred to by EPA 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. remedy (2IR). Honeywell contends alleges that some of the contamination to be remediated by the treatment system it is building 2IR 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 In 2021, we completed a partial an immaterial settlement was reached with Honeywell related to certain of the past costs that Honeywell has incurred for an immaterial amount. In March 2023, Honeywell filed a lawsuit against Vulcan 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 Vulcan and the third party, which claims indemnity from Vulcan. 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 and recent settlement discussions, 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.
Source: Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-26-009546 vs Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES, 10-K 0001396009-25-000005
MD&A 156 words changed in this paragraph; it is 52% similar to last year's version.
2025 VERSUS 2024 VERSUS 2023 — Net cash used for investing activities was $2,814.9 $529.2 million during 2024, 2025, a $2,651.4 $2,285.7 million increase decrease compared to 2023. 2024. During 2024, we acquired businesses for $2,266.2 million of cash consideration million, whereas there were no business acquisitions in 2023. Additionally, proceeds from the sale of property, plant & equipment and businesses were down $653.3 million in 2024 from the prior year, which includes cash proceeds from the sale of our concrete operations in Texas and the collection of a note receivable related to the 2022 sale of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data” for further information). Partially offsetting these net increases to cash used for investing activities, during 2024, 2025. During 2025, we invested $603.5 $677.7 million in our existing operations (includes changes in accruals for property, plant & equipment), a $269.1 $74.2 million decrease increase compared to 2023. 2024. This $603.5 $677.7 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities. Additionally, proceeds from the sale of property, plant & equipment and businesses were up $96.6 million in 2025 from the prior year, primarily due to the divestiture of our Texas asphalt and construction paving operations in the fourth quarter of 2025. For additional information on acquisitions and divestitures, see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data".
Source: Item 7, 10-K 0001628280-26-009546 vs Item 7, 10-K 0001396009-25-000005
Accounting Policies 127 words changed in this paragraph; it is 38% similar to last year's version.
In December 2023, September 2025, the Financial Accounting Standards Board (FASB) FASB issued ASU 2023-09, “Income Taxes – 2025-06, "Targeted Improvements to Income Tax Disclosures,” the Accounting for Internal-Use Software," which requires disclosure of specific categories clarifies and disaggregation of information in modernizes the rate reconciliation table and expands disclosures accounting for costs related to income taxes paid. internal-use software. The standard removes software development project stages and requires companies to capitalize costs when both 1) management authorizes or commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard is effective for fiscal years beginning after December 15, 2024 2027 and is to can be applied prospectively. using either a prospective, modified or retrospective transition approach. We are assessing the effect of this ASU on our disclosures that will be included in our Form 10-K for the year ending December 31, 2025. consolidated financial statements and related disclosures.
Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-009546 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001396009-25-000005
Risk Factors 79 words changed in this paragraph; it is 87% similar to last year's version.
We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), providers), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption of artificial intelligence AI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure) failure); identify or failure by us to resolve deficient, inaccurate or biased outputs from the use of AI; or comply with applicable laws, rules or regulations regulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liability liability, and have a material adverse effect on our business, financial condition and results of operations.
Source: Item 1A, 10-K 0001628280-26-009546 vs Item 1A, 10-K 0001396009-25-000005
Every change, by type
Sentences and paragraphs of VMC's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
RewordedRisk Factors
The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure) failure); identify or failure by us to resolve deficient, inaccurate or biased outputs from the use of AI; or comply with applicable laws, rules or regulations regulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liability liability, and have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Expectations relating to environmental, social and governance sustainability considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business — Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters.
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RewordedRisk Factors
In November 2021, the federal Infrastructure Investment and Jobs Act (IIJA), IIJA, which included a five-year road, bridge and public transportation program reauthorization at record levels, was signed into law.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
A deterioration in our credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of financing — We currently have approximately $5.3 billion $4,362.1 million of debt with maturities between 2025 2027 and 2054.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with related federal, state or international laws and regulations, or meet evolving and evolving, varied and, at times, conflicting stakeholder expectations and standards could result in legal and regulatory proceedings against us.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), providers), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Responding to these environmental, social and governance sustainability considerations and implementing these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
As we look to 2026, we are encouraged about the demand backdrop in our markets. We expect continued strength in public construction activity and improving private nonresidential opportunities, a combination that should benefit an already healthy pricing environment. Growing demand, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will drive another year of earnings growth and further improvement in our aggregates unit profitability.
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AddedMD&A
Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade. Economic pressures on our customers, including the challenges of inflation and the impact of tariffs and other trade measures, may negatively impact our shipment volumes. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business.
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AddedMD&A
1.Focused Strategy: Two-pronged approach to durable growth supported by foundation of talent, sustainability and innovation
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AddedMD&A
Our durable growth comes from organic growth in our existing businesses as well as inorganic growth through mergers and acquisitions supplemented with greenfield developments. Together, this two-pronged approach enables us to consistently drive earnings growth.
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AddedMD&A
ENHANCING OUR CORE: We drive organic growth and differentiate ourselves from other aggregates producers through our strategic disciplines, the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing). The Vulcan Way of Selling uses technology, innovation and analytics to win work and capture value. Custom, proprietary technology gives us real-time, forward-looking insight into all our end markets. Coaching and development of our people, along with clear performance metrics and accountability, drive sales execution. The Vulcan Way of Operating is a combination of tools, processes and approaches used by our teams to drive value in our operations through production efficiency, cost control and consistent execution. Together, these strategic disciplines enable us to provide the highest quality material and the best service to our customers.
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AddedMD&A
These disciplines enable us to deliver consistent compounding results, and our focus on digital transformation elevates our capabilities on both the commercial and operational sides of our business. On the commercial side, we continue to focus on strengthening the productivity of our sales teams and providing the best customer experience in our industry. We developed enhanced solutions to provide robust, real-time information to our sales teams and also launched a new MyVulcan customer portal. In our operations, we continue to adopt and utilize our Process Intelligence System to measure real-time plant performance and accelerate problem solving to make the right products at the lowest possible cost. There are a lot of complexities in operating an aggregates plant on a daily basis. Process Intelligence gives us the visibility, data, and platform to instantly collaborate and align our teams to drive optimal plant efficiency.
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AddedMD&A
EXPANDING OUR REACH: We also drive growth by expanding our reach through mergers and acquisitions and by pursuing greenfield development in anticipation of future growth. Our disciplined approach focuses on aggregates, aims to achieve a number one or number two position in the fastest growing markets in the United States and strategically pursues downstream asphalt and concrete businesses complementary to our aggregates position in select markets.
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AddedMD&A
In 2024, we acquired Wake Stone Corporation (Wake Stone), which expanded our reach in high-growth geographies in the Carolinas, and Superior Ready Mix, L.P. (Superior), which solidified our position as the leading aggregates producer in Southern California. We also completed two bolt-on acquisitions during 2024 in Alabama and Texas, strengthening our position in two of our top 10 revenue states. From 2023 to 2025, we invested $2,310.6 million in business acquisitions as outlined in Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data.”
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
2.Right Product: Most aggregates-led company in the U.S. construction materials industry
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AddedMD&A
Vulcan is uniquely positioned as the largest aggregates supplier in the U.S. and the most aggregates-led public company.
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AddedMD&A
Aggregates are an essential product with wide logistical moats, high barriers to entry, limited product substitutes, flexible production capacity, a diverse demand base and very favorable pricing characteristics. These attractive fundamentals lead to lower risk through demand cycles.
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AddedMD&A
Source: BLS and Company estimates for U.S. Industry. Demand (L Axis) in billions of tons. Price (R Axis) is indexed (1982=100).
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedMD&A
We carry solid momentum into 2025 and are well positioned to deliver another year of strong earnings growth and cash generation. Continued strength in public construction activity and our recent acquisitions support our expectations for volume growth in 2025. The pricing environment remains positive, and inflationary pressures continue to moderate. This backdrop, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will lead to further expansion in our industry-leading aggregates cash gross profit per ton and value creation for our shareholders.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
▪Freight-adjusted price improvement of 5% to 7% ($21.08 in 2024); inclusive of over 100 basis points of negative mix impact from recent acquisitions
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RemovedMD&A
▪Adjusted EBITDA between $2,350 million and $2,550 million (includes $150 million contribution from acquisitions)
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RemovedMD&A
▪Poised to benefit from generational investment in infrastructure that could extend the growth cycle by mitigating private construction cyclicality
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RemovedMD&A
Transportation costs are passed along to our customers, and because aggregates have a very high weight-to-price ratio, those costs can add up quickly when transporting aggregates long distances. Having the most extensive distribution network of any aggregates producer sets us apart. Combining our trucking, rail, barge and ocean vessel shipping logistics capabilities allows us to provide better customer solutions and create a seamless customer experience at a competitive price. As an approximation, a truck has a capacity of 20-25 tons of aggregates; a railcar has a capacity of 4-5 truckloads; a barge has a capacity of 65 truckloads; and our ocean vessels have the capacity of 2,500 truckloads.
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RemovedMD&A
▪Leading unit profitability margins driven by operational expertise and pricing performance
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RemovedMD&A
▪Financial capacity to sustain capital reinvestment in current asset base and to fund growth
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RemovedMD&A
▪Continue to leverage current capital base to grow earnings and maximize cash generation
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RemovedMD&A
A strategy for sustainable, long-term value creation must include doing right by our employees, our neighbors and the environment in which we operate. Over our more than six decades as a public company, we have built a strong, resilient and vital business on this foundation of doing things the right way.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
We are a leader in our industry in safety, health and environmental performance, with a safety record substantially better than the industry average. We apply the shared experiences, expertise and resources at each of our locally led sites with an emphasis on taking care of one another. The result is a record of safety excellence that consistently outperforms the industry.
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RemovedMD&A
*The aggregates industry MSHA injury rate for 2024 was not available as of the filing of this report.
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RemovedMD&A
We focus on our environmental stewardship programs with the same commitment that we bring to our health and safety initiatives resulting in 98% citation-free inspections out of all 2024 federal and state environmental inspections. As an industry leader, our aim is to meet — and strive to exceed — all federal, state and local environmental regulations.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
For the years ended December 31 in millions, except per share and per unit data 2025 2024 2023 2022 Total revenues $ 7,941.1 $ 7,417.7 $ 7,781.9 $ 7,315.2 Cost of revenues (5,766.5) (5,418.1) (5,833.4) (5,757.5) Gross profit 2,174.6 1,999.6 1,948.5 1,557.7 Gross profit margin 27.4 % 27.0 % 25.0 % 21.3 % Selling, administrative and general expenses (564.1) (531.1) (542.8) (515.1) SAG as a percentage of total revenues 7.1 % 7.2 % 7.0 % 7.0 % Gain on sale of property, plant & equipment and businesses 52.4 52.3 76.4 10.7 Loss on impairments 0.0 (86.6) (28.3) (67.9) Operating earnings 1,619.6 1,364.5 1,427.4 951.4 Interest expense (239.7) (191.2) (196.1) (169.2) Earnings from continuing operations before income taxes 1,390.1 1,172.1 1,245.1 788.1 Income tax expense (307.5) (251.4) (299.4) (193.0) Effective tax rate from continuing operations 22.1 % 21.4 % 24.0 % 24.5 % Earnings from continuing operations 1,082.6 920.7 945.7 595.1 Loss on discontinued operations, net of tax (4.5) (7.6) (10.8) (18.6) Earnings attributable to noncontrolling interest (1.4) (1.2) (1.7) (0.9) Net earnings attributable to Vulcan $ 1,076.7 911.9 $ 933.2 $ 575.6 Diluted earnings (loss) per share attributable to Vulcan Continuing operations $ 8.15 $ 6.91 $ 7.06 $ 4.45 Discontinued operations (0.04) (0.06) (0.08) (0.14) Net earnings $ 8.11 $ 6.85 $ 6.98 $ 4.31 EBITDA 1 $ 2,357.4 $ 1,963.2 $ 2,025.4 $ 1,517.9 Adjusted EBITDA 1 $ 2,323.6 $ 2,057.2 $ 2,011.3 $ 1,625.6 Average Sales Price and Unit Shipments Aggregates Tons 226.8 219.9 234.6 236.6 Freight-adjusted sales price $ 21.98 $ 21.08 $ 19.02 $ 16.41 Asphalt Mix mix Tons 13.4 13.6 13.4 12.2 Average sales price $ 81.93 $ 80.09 $ 75.76 $ 71.29 Ready-mixed concrete Cubic yards 4.5 3.6 7.5 10.5 Average sales price $ 188.82 $ 182.93 $ 166.95 $ 150.82
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Additionally, we returned $313.2 $698.2 million to shareholders (a $115.2 $385.0 million decrease increase compared to the prior year due primarily to lower higher share repurchases) through $244.4 $259.8 million of dividends ($1.84 ($1.96 per share compared to $1.72 $1.84 per share) and $68.8 $438.4 million of common stock repurchases (270,142 (1,544,441 shares repurchased at $283.82 average price per share compared to 270,142 shares repurchased at $254.71 average price per share compared to 977,591 shares repurchased at $204.52 average price per share).
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
As a result, we recorded a charge to increase the valuation allowance by $0.1 $9.8 million to $27.5 $37.3 million in 2024. 2025. $3.9 million of this charge was recorded as currency translation due to the increase in our deferred tax assets from appreciation of the Mexican peso during the year.
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RewordedMD&A
As of the December 31, 2024 2025 measurement date, the fair value of our pension plan assets decreased increased from $647.9 $607.1 million for the prior year-end to $607.1 $625.8 million primarily due to an increase in stronger than expected asset performance and employer funding of the level of intermediate and long-term bond yields during the year. plans.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
The current year includes $400.0 million cash paid to redeem the senior notes due 2025 and $550.0 million to pay down the commercial paper balance, whereas the prior year includes proceeds of $2,000.0 million from the issuance of senior notes and cash paid to redeem the $550.0 million senior notes due 2026 (see Note 6 "Debt" in Item 8 “Financial Statements and Supplementary Data”).
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RewordedMD&A
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Partially offsetting these net increases to cash used for investing activities, during 2024, During 2025, we invested $603.5 $677.7 million in our existing operations (includes changes in accruals for property, plant & equipment), a $269.1 $74.2 million decrease increase compared to 2023. 2024.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
The results of our annual impairment test tests for 2022 2024 and 2025 indicated that the estimated fair values of two other Concrete segment all reporting units with goodwill substantially exceeded their carrying values by less than 15%. values.
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RewordedMD&A
Other nonoperating income (expense), expense, net was $3.2 million of expense in 2025 and $22.1 million of expense in 2024 and $2.7 million of expense in 2023, 2024, composed primarily of pension and postretirement benefit costs (excluding service costs), foreign currency transaction gains/losses, Rabbi Trust gains/losses and net earnings/losses of nonconsolidated equity method investments.
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RewordedMD&A
In 2024, 2025, Calica had deferred tax assets (including NOLs) net operating losses) of $27.5 million. $37.3 million against which we have a full valuation allowance recorded.
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RewordedMD&A
The Calica NOL A majority of the deferred tax asset assets relate to an NOL carryforward of $23.3 million which would expire between 2032 and 2033 2035 if not utilized.
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RewordedMD&A
Days sales outstanding, a measurement of the time it takes to collect receivables, were 43.0 days at December 31, 2025 compared to 45.6 days at December 31, 2024 compared to 46.1 days at December 31, 2023. 2024.
Read it in 10-K 2026-02-19 at sec.gov ↗
