SEC Comment Letter 0000000000-23-005063 to Vulcan Materials CO (VMC) (CIK 0001396009) (VMC)
Vulcan Materials CO (VMC) (CIK 0001396009)
Date: May 12, 2023 · CIK: 0001396009 · Accession: 0000000000-23-005063
AI Filing Summary & Sentiment
File numbers found in text: 001-33841
Letter
United States securities and exchange commission logo May 12, 2023 Mary Andrews Carlisle Senior Vice President and Chief Financial Officer Vulcan Materials Company 1200 Urban Center Drive Birmingham, AL 35242 Re:Vulcan Materials Company Form 10-K for the fiscal year ended December 31, 2022 filed February 24, 2023 File No. 001-33841 Dear Mary Andrews Carlisle: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2022 Cash Gross Profit, page 56 1.Please tell us and disclose how you calculated the asphalt segment average sales prices for the Asphalt, Concrete and Calcium segments. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Non-GAAP Financial Measures EBITDA and Adjusted EBITDA, page 57 2.Your presentation of EBITDA includes an adjustment for discontinued operations. Measures that are calculated differently than those described as EBITDA in Question 103.01 of the Commission’s updated Compliance and Disclosure Interpretations should not be characterized as EBITDA. Accordingly, either revise your calculation of EBITDA or revise the title to distinguish it from EBITDA.
FirstName LastNameMary Andrews Carlisle Comapany NameVulcan Materials Company May 12, 2023 Page 2 FirstName LastName Mary Andrews Carlisle Vulcan Materials Company May 12, 2023 Page 2 3.We note that Adjusted EBITDA contains adjustments for charges associated with divested operations and adjustments for business development in each of the three years presented. We further note that charges for divested operations describe the amounts as non-routine charges or gains associated with acquisitions or dispositions. Given that you disclose that acquisitions represent a priority in your growth management and capital allocation, please tell us why these adjustments are deemed appropriate when considering Question 100.01 of the SEC Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures and Item 10(e)(1)(ii) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Brian McAllister at (202) 551-3341 or Shannon Buskirk at (202) 551- 3717 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
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United States securities and exchange commission logo
May 12, 2023
Mary Andrews Carlisle
Senior Vice President and Chief Financial Officer
Vulcan Materials Company
1200 Urban Center Drive
Birmingham, AL 35242
Re:Vulcan Materials Company
Form 10-K for the fiscal year ended December 31, 2022
filed February 24, 2023
File No. 001-33841
Dear Mary Andrews Carlisle:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Cash Gross Profit, page 56
1.Please tell us and disclose how you calculated the asphalt segment average sales prices for
the Asphalt, Concrete and Calcium segments.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA, page 57
2.Your presentation of EBITDA includes an adjustment for discontinued operations.
Measures that are calculated differently than those described as EBITDA in Question
103.01 of the Commission’s updated Compliance and Disclosure Interpretations should
not be characterized as EBITDA. Accordingly, either revise your calculation of EBITDA
or revise the title to distinguish it from EBITDA.
FirstName LastNameMary Andrews Carlisle
Comapany NameVulcan Materials Company
May 12, 2023 Page 2
FirstName LastName
Mary Andrews Carlisle
Vulcan Materials Company
May 12, 2023
Page 2
3.We note that Adjusted EBITDA contains adjustments for charges associated with divested
operations and adjustments for business development in each of the three years presented.
We further note that charges for divested operations describe the amounts as non-routine
charges or gains associated with acquisitions or dispositions. Given that you disclose that
acquisitions represent a priority in your growth management and capital allocation, please
tell us why these adjustments are deemed appropriate when considering Question 100.01
of the SEC Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial
Measures and Item 10(e)(1)(ii) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Brian McAllister at (202) 551-3341 or Shannon Buskirk at (202) 551-
3717 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation