^[1]

$ 1,418,758

$ 1,240,197

$ 3,742,951

$ 3,294,822

Cost of revenues

1,018,115

897,055

2,780,131

2,469,161

Selling, administrative and general expenses

400,643

343,142

962,820

825,661

88,789

81,606

274,747

248,989

Gain on sale of property, plant & equipment and businesses

234

2,104

10,982

8,374

Other operating expense, net

(8,712)

(14,456)

(15,173)

(23,822)

Operating earnings

303,376

249,184

683,882

561,224

Other nonoperating income, net

359

4,890

5,954

12,708

Interest expense, net

32,197

33,547

98,165

104,566

Earnings from continuing operations before income taxes

271,538

220,527

591,671

469,366

Income tax expense

53,472

40,663

111,764

75,805

Earnings from continuing operations

218,066

179,864

479,907

393,561

Loss on discontinued operations, net of tax

(2,353)

(713)

(3,338)

(1,778)

Net earnings

215,713

179,151

476,569

391,783

Other comprehensive income, net of tax

Deferred gain on interest rate derivative

0

2,496

Amortization of prior interest rate derivative loss

57

53

169

171

Amortization of actuarial loss and prior service cost for benefit plans

286

1,091

856

3,274

Other comprehensive income

343

1,144

1,025

5,941

Comprehensive income

$ 216,056

$ 180,295

$ 477,594

$ 397,724

Basic earnings (loss) per share

Continuing operations

$ 1.65

$ 1.36

$ 3.63

$ 2.97

Discontinued operations

(0.02)

(0.01)

(0.03)

(0.01)

Net earnings

1.63

1.35

3.60

2.96

Diluted earnings (loss) per share

Continuing operations

1.63

1.34

3.60

2.94

Discontinued operations

(0.01)

0.00

(0.02)

Net earnings

$ 1.62

$ 1.34

$ 3.58

$ 2.92

Weighted-average common shares outstanding

Basic

132,414

132,392

132,244

132,505

Assuming dilution

133,375

133,894

133,273

134,079

Depreciation, depletion, accretion and amortization

$ 96,247

$ 89,390

$ 278,925

$ 256,463

Effective tax rate from continuing operations

19.70%

18.40%

18.90%

16.20%

[1]

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating Activities
Net earnings	$ 476,569	$ 391,783
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion, accretion and amortization	278,925	256,463
Noncash operating lease expense	26,349	0
Net gain on sale of property, plant & equipment and businesses	(10,982)	(8,374)
Contributions to pension plans	(6,767)	(107,202)
Share-based compensation expense	24,815	21,650
Deferred tax expense (benefit)	62,232	76,779
Cost of debt purchase	0	6,922
Changes in assets and liabilities before initial effects of business acquisitions and dispositions	(221,001)	(67,836)
Other, net	15,989	2,446
Net cash provided by operating activities	646,129	572,631
Investing Activities
Purchases of property, plant & equipment	(306,893)	(348,238)
Proceeds from sale of property, plant & equipment	12,112	12,838
Proceeds from sale of businesses	1,744	11,256
Payment for businesses acquired, net of acquired cash	1,122	(213,138)
Other, net	(11,342)	(12,216)
Net cash used for investing activities	(303,257)	(549,498)
Financing Activities
Proceeds from short-term debt	366,900	514,900
Payment of short-term debt	(499,900)	(314,900)
Payment of current maturities and long-term debt	(17)	(892,049)
Proceeds from issuance of long-term debt	0	850,000
Debt issuance and exchange costs	0	(45,513)
Settlements of interest rate derivatives	0	3,378
Purchases of common stock	(2,602)	(99,916)
Dividends paid	(122,943)	(111,192)
Share-based compensation, shares withheld for taxes	(37,612)	(31,418)
Net cash used for financing activities	(296,174)	(126,710)
Net increase (decrease) in cash and cash equivalents and restricted cash	46,698	(103,577)
Cash and cash equivalents and restricted cash at beginning of year	44,404	146,646
Cash and cash equivalents and restricted cash at end of period	$ 91,102	$ 43,069

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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) and a major producer of asphalt mix and ready-mixed concrete.

We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, mid-Atlantic, Southwestern, Tennessee and Western 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 as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2018 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. Operating results for the three and nine month periods ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Due to the 2005 sale of our Chemicals business as described within this Note under the caption Discontinued Operations, the results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

RESTRICTED CASH

Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and 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. 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 is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows.

LEASES

Beginning in 2019 (see ASU 2016-02, “Leases,” as presented in Note 17), our nonmineral leases are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases continue to be exempt from balance sheet recognition.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets are adjusted for any prepaid lease payments and lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

We elected the following practical expedients: (1) the practical expedient package which permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs; (2) to not separate the lease components from the non-lease components for all leases; (3) to apply a portfolio approach to our railcar and barge leases; (4) to not recognize ROU assets and lease liabilities for all pre-existing land easements not previously accounted for as leases; and (5) to not recognize ROU assets or lease liabilities for our short-term leases, including existing short-term leases of those assets in transition.

For additional information about leases see Note 2.

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 thousands	2019	2018	2019	2018
Discontinued Operations
Pretax loss	$ (3,167)	$ (969)	$ (4,506)	$ (2,417)
Income tax benefit	814	256	1,168	639
Loss on discontinued operations,
net of tax	$ (2,353)	$ (713)	$ (3,338)	$ (1,778)

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 thousands	2019	2018	2019	2018
Weighted-average common shares
outstanding	132,414	132,392	132,244	132,505
Dilutive effect of
Stock-Only Stock Appreciation Rights	525	905	662	1,021
Other stock compensation plans	436	597	367	553
Weighted-average common shares
outstanding, assuming dilution	133,375	133,894	133,273	134,079

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 thousands	2019	2018	2019	2018
Antidilutive common stock equivalents	71	162	161	161

LEASES

9 Months Ended

Sep. 30, 2019

LEASES [Abstract]

LEASES

Note 2: Leases

Operating lease-related assets and liabilities (we do not have any material finance leases) reflected on our September 30, 2019 balance sheet and the weighted-average lease term and discount rate are as follows:



		September 30
in thousands	Classification on the Balance Sheet	2019
Assets
Operating lease right-of-use assets		$ 435,986
Accumulated amortization		(25,153)
Total lease assets	Operating lease right-of-use assets, net	$ 410,833
Liabilities
Current
Operating	Other current liabilities	$ 30,282
Noncurrent
Operating	Operating lease liabilities	391,079
Total lease liabilities		$ 421,361
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		9.6
Weighted-average discount rate
Operating leases		4.4%

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

Our building leases have remaining noncancelable periods of 1 - 9 years, and lease terms (including options to extend) of 1 - 28 years. Key factors in determining the certainty of lease renewals include the location of the building, the value of leasehold improvements and the cost to relocate. Rental payments for certain of our building leases are periodically adjusted for inflation and this variable component is recognized as expense when incurred. Many of our building leases contain common area maintenance charges which we include in the calculation of our lease liability (the lease consideration is not allocated between the lease and non-lease components).

Our aggregates sales yard leases have remaining noncancelable periods of 0 - 30 years, and lease terms of 2 - 80 years. The key factor in determining the certainty of lease renewals is the financial impact of extending the lease, including the reserve life of the sourcing aggregates quarry. Certain aggregates sales yard lease agreements include rental payments based on a percentage of sales over contractual levels or the number of shipments received into the sales yard. Variable payments for these sales yards comprise a majority of the overall variable lease cost presented in the table below.

Our concrete and asphalt site leases have remaining noncancelable periods of 0 - 97 years, and lease terms of 1 - 97 years. The key factor in determining the certainty of lease renewals is the financial impact of extending the lease, including the reserve life of the sourcing aggregates quarry. Rental payments are generally fixed for our concrete and asphalt sites.

Our rail (car and track) leases have remaining noncancelable periods of 0 - 7 years, and lease terms of 2 - 76 years. Key factors in determining the certainty of lease renewals include the market rental rate for comparable assets and, in some cases, the cost incurred to restore the asset. Rental payments are fixed for our rail leases. The majority of our rail leases contain substitution rights that allow the supplier to replace damaged equipment. Because these rights are generally limited to either replacing railcars or moving our placement on rail track for purposes of repair or maintenance, we do not consider these substitution rights to be substantive and have recorded a lease liability and ROU asset for all leased rail.

Our barge leases have remaining noncancelable periods of 2 - 3 years, and lease terms of 10 - 16 years. Key factors in determining the certainty of lease renewals include the market rental rate for comparable assets and, in some cases, the cost incurred to restore the asset. Rental payments are fixed. Like our rail leases, our barge leases contain non-substantive substitution rights that are limited to replacing barges in need of repair or maintenance.

Office and plant equipment leases have remaining noncancelable periods of 0 - 4 years, and lease terms of 0 - 4 years. The key factor in determining the certainty of lease renewals is the market rental rate for comparable assets. Rental payments are generally fixed for our equipment leases with terms greater than 1 year. The significant majority of our short-term lease cost presented in the table below is derived from office and plant equipment leases with terms of 1 year or less.

Our lease agreements do not contain residual value guarantees, restrictive covenants or early termination options that we deem material.

Lease expense for operating leases is recognized on a straight-line basis over the lease term. The components of operating lease expense are as follows:



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands		2019		2019
Lease Cost
Operating lease cost		$ 14,057		$ 42,352
Short-term lease cost ¹		8,756		25,378
Variable lease cost		3,637		10,194
Sublease income		(774)		(2,192)
Total lease cost		$ 25,676		$ 75,732


¹	We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost.

Total operating lease expense for the prior year’s three and nine months ended September 30, 2018 was $22,539,000 and $68,859,000, respectively.

Cash paid for operating leases was $39,326,000 for the nine months ended September 30, 2019 and was reflected as a reduction to operating cash flows.

Maturity analysis on an undiscounted basis of our operating lease liabilities as of September 30, 2019 is as follows:



		Operating
in thousands		Leases
Maturity of Lease Liabilities
2019 (remainder)		$ 13,260
2020		49,226
2021		45,559
2022		41,185
2023		36,641
Thereafter		607,307
Total minimum lease payments		$ 793,178
Less: Lease payments representing interest		371,817
Present value of future minimum lease payments		$ 421,361
Less: Current obligations under leases		30,282
Long-term lease obligations		$ 391,079

Future minimum operating lease payments under leases with initial or remaining noncancelable lease terms in excess of one year, exclusive of mineral leases, as of December 31, 2018 were payable as follows:



in thousands
Future Minimum Operating Lease Payments
2019	$ 47,979
2020	43,540
2021	35,732
2022	27,463
2023	19,707
Thereafter	195,104
Total	$ 369,525

INCOME TAXES

9 Months Ended

Sep. 30, 2019

INCOME TAXES [Abstract]

INCOME TAXES

Note 3: Income Taxes

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

In the third quarter of 2019, we recorded income tax expense from continuing operations of $53,472,000 compared to income tax expense from continuing operations of $40,663,000 in the third quarter of 2018. The increase in tax expense was primarily related to the increase in earnings.

For the first nine months of 2019, we recorded income tax expense from continuing operations of $111,764,000 compared to income tax expense from continuing operations of $75,805,000 for the first nine months of 2018. The increase in tax expense was primarily related to the increase in earnings.

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.

Each quarter we analyze the likelihood that our deferred tax assets will be realized. 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. At December 31, 2019, we project state net operating loss carryforward deferred tax assets of $67,064,000 ($64,619,000 relates to Alabama), against which we project to have a valuation allowance of $29,678,000 ($29,183,000 relates to Alabama). The Alabama net operating loss carryforward, if not utilized, would expire in years 2023 – 2032.

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

A summary of our deferred tax assets is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2018.

REVENUES

9 Months Ended

Sep. 30, 2019

REVENUES [Abstract]

REVENUES

Note 4: revenueS

Revenues are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes we collect are 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.

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 $75,508,000 and $70,385,000 for the three months ended September 30, 2019 and 2018, respectively, and $175,280,000 and $145,127,000 for the nine months ended September 30, 2019 and 2018, respectively.

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

Our segment total revenues by geographic market for the three and nine month periods ended September 30, 2019 and 2018 are disaggregated as follows:



	Three Months Ended September 30, 2019
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 387,291	$ 59,156	$ 74,446	$ 0	$ 520,893
Gulf Coast	565,607	63,803	18,338	2,119	649,867
West	180,187	147,278	20,180	0	347,645
Segment sales	$ 1,133,085	$ 270,237	$ 112,964	$ 2,119	$ 1,518,405
Intersegment sales	(99,647)	0	0	0	(99,647)
Total revenues	$ 1,033,438	$ 270,237	$ 112,964	$ 2,119	$ 1,418,758



	Three Months Ended September 30, 2018
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 331,147	$ 52,263	$ 65,971	$ 0	$ 449,381
Gulf Coast	489,299	47,220	14,441	1,912	552,872
West	163,285	132,217	21,307	0	316,809
Segment sales	$ 983,731	$ 231,700	$ 101,719	$ 1,912	$ 1,319,062
Intersegment sales	(78,865)	0	0	0	(78,865)
Total revenues	$ 904,866	$ 231,700	$ 101,719	$ 1,912	$ 1,240,197



	Nine Months Ended September 30, 2019
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 951,543	$ 123,764	$ 200,033	$ 0	$ 1,275,340
Gulf Coast	1,615,987	157,581	49,709	6,073	1,829,350
West	462,581	368,145	50,627	0	881,353
Segment sales	$ 3,030,111	$ 649,490	$ 300,369	$ 6,073	$ 3,986,043
Intersegment sales	(243,092)	0	0	0	(243,092)
Total revenues	$ 2,787,019	$ 649,490	$ 300,369	$ 6,073	$ 3,742,951



	Nine Months Ended September 30, 2018
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 827,605	$ 113,331	$ 197,146	$ 0	$ 1,138,082
Gulf Coast	1,377,568	100,708	57,994	6,136	1,542,406
West	434,480	333,324	54,264	0	822,068
Segment sales	$ 2,639,653	$ 547,363	$ 309,404	$ 6,136	$ 3,502,556
Intersegment sales	(207,734)	0	0	0	(207,734)
Total revenues	$ 2,431,919	$ 547,363	$ 309,404	$ 6,136	$ 3,294,822

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

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 15^th day of the following month — we do not offer discounts for early payment.

Freight & delivery generally represents pass-through transportation 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 thousands	2019	2018	2019	2018
Freight & Delivery Revenues
Total revenues	$ 1,418,758	$ 1,240,197	$ 3,742,951	$ 3,294,822
Freight & delivery revenues ¹	(206,929)	(175,194)	(566,330)	(476,491)
Total revenues excluding freight & delivery	$ 1,211,829	$ 1,065,003	$ 3,176,621	$ 2,818,331


¹	Includes freight & delivery to remote distribution sites.

CONSTRUCTION PAVING SERVICE REVENUES

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

VOLUMETRIC PRODUCTION PAYMENT DEFERRED REVENUES

In 2013 and 2012, we sold a percentage interest in certain future aggregates production for net cash proceeds of $226,926,000. 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’ 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 25 years, limited by volume rather than time)

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

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

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



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Deferred Revenue
Balance at beginning of period	$ 189,052	$ 196,296	$ 192,783	$ 199,556
Revenue recognized from deferred revenue	(2,125)	(1,997)	(5,856)	(5,257)
Balance at end of period	$ 186,927	$ 194,299	$ 186,927	$ 194,299

Based on expected sales from the specified quarries, we expect to recognize $7,500,000 of VPP deferred revenue as income during the 12-month period ending September 30, 2020 (reflected in other current liabilities in our September 30, 2019 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2019

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

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 thousands	2019	2018	2018
Fair Value Recurring
Rabbi Trust
Mutual funds	$ 22,667	$ 19,164	$ 21,504
Total	$ 22,667	$ 19,164	$ 21,504



	Level 2 Fair Value
	September 30	December 31	September 30
in thousands	2019	2018	2018
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$ 190	$ 1,015	$ 1,332
Total	$ 190	$ 1,015	$ 1,332

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 (short-term, highly liquid assets in commercial paper, short-term bonds and certificates of deposit).

Net gains (losses) of the Rabbi Trust investments were $2,843,000 and $(222,000) for the nine months ended September 30, 2019 and 2018, respectively. The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at September 30, 2019 and 2018 were $2,879,000 and $(214,000), respectively.

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.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

COMMITMENTS AND CONTINGENCIES [Abstract]

DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2019

DERIVATIVE INSTRUMENTS [Abstract]

DERIVATIVE INSTRUMENTS

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, and consistent with our risk management policies, we use derivative instruments to balance the cost and risk of such exposure. We do not use derivative instruments for trading or other speculative purposes.

In 2007 and 2018, 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 interest rate hedges is deferred (recorded in 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
	Location on	September 30		September 30
in thousands	Statement	2019	2018	2019	2018
Interest Rate Hedges
Loss reclassified from AOCI	Interest
(effective portion)	expense	$ (78)	$ (72)	$ (229)	$ (232)

For the 12-month period ending September 30, 2020, we estimate that $325,000 of the $11,011,000 net of tax loss in AOCI will be reclassified to interest expense.

DEBT

9 Months Ended

Sep. 30, 2019

DEBT [Abstract]

DEBT

Note 7: Debt

Debt is detailed as follows:



	Effective	September 30	December 31	September 30
in thousands	Interest Rates	2019	2018	2018
Short-term Debt
Bank line of credit expires 2021 ^{1, 2}	1.25%	$ 0	$ 133,000	$ 200,000
Total short-term debt		$ 0	$ 133,000	$ 200,000
Long-term Debt
Bank line of credit expires 2021 ¹		$ 0	$ 0	$ 0
Floating-rate notes due 2020 ³	3.06%	250,000	250,000	250,000
Floating-rate notes due 2021	2.99%	500,000	500,000	500,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
4.50% notes due 2025	4.65%	400,000	400,000	400,000
3.90% notes due 2027	4.00%	400,000	400,000	400,000
7.15% notes due 2037	8.05%	129,239	129,239	129,239
4.50% notes due 2047	4.59%	700,000	700,000	700,000
4.70% notes due 2048	5.42%	460,948	460,949	460,949
Other notes	6.46%	191	208	214
Total long-term debt - face value		$ 2,846,378	$ 2,846,396	$ 2,846,402
Unamortized discounts and debt issuance costs		(63,286)	(67,016)	(68,250)
Total long-term debt - book value		$ 2,783,092	$ 2,779,380	$ 2,778,152
Less current maturities		24	23	23
Total long-term debt - reported value		$ 2,783,068	$ 2,779,357	$ 2,778,129
Estimated fair value of long-term debt		$ 3,036,337	$ 2,695,802	$ 2,743,429


¹	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend payment beyond twelve months.
²	The effective interest rate reflects the margin above LIBOR for LIBOR-based borrowings. We also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.
³	This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $3,730,000 and $3,927,000 of net interest expense for these items for the nine months ended September 30, 2019 and 2018, respectively.

LINE OF CREDIT

Our unsecured $750,000,000 line of credit matures December 2021 and contains affirmative, negative and financial covenants customary for an unsecured investment-grade facility. The primary negative covenant limits our ability to incur secured debt. The financial covenants are: (1) a maximum ratio of debt to EBITDA of 3.5:1 (upon certain acquisitions, the maximum ratio can be 3.75:1 for three quarters), and (2) a minimum ratio of EBITDA to net cash interest expense of 3.0:1. As of September 30, 2019, we were in compliance with the line of credit covenants.

Borrowings on our line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend repayment beyond twelve months. Borrowings bear interest, at our option, at either LIBOR plus a credit margin ranging from 1.00% to 1.75%, or SunTrust Bank’s base rate (generally, its prime rate) plus a credit margin ranging from 0.00% to 0.75%. The credit margin for both LIBOR and base rate borrowings is 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 credit margin for LIBOR borrowings plus 0.175%. We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.10% to 0.25% determined by our credit ratings. As of September 30, 2019, the credit margin for LIBOR borrowings was 1.25%, the credit margin for base rate borrowings was 0.25%, and the commitment fee for the unused amount was 0.15%.

As of September 30, 2019, our available borrowing capacity was $696,750,000. Utilization of the borrowing capacity was as follows:

none was borrowed

$53,250,000 was used to provide support for outstanding standby letters of credit

TERM DEBT

All of our $2,846,378,000 (face value) of term debt is unsecured. $2,846,187,000 of such debt is governed by three essentially identical indentures that contain customary investment-grade type covenants. The primary covenant in all three indentures limits the amount of secured debt we may incur without ratably securing such debt. As of September 30, 2019, we were in compliance with all term debt covenants.

In December 2018, we completed an exchange offer in which all of the $460,949,000 of 4.70% senior unregistered notes due 2048 (issued in February 2018 and March 2018 as described below) were exchanged for new registered notes of like principal amount and like denomination as the unregistered notes, with substantially identical terms. We did not receive any proceeds from the issuance of the new notes.

In March 2018, we early retired via exchange offer $110,949,000 of the $240,188,000 7.15% senior notes due 2037 for: (1) a like amount of notes due 2048 (these notes are a further issuance of, and form a single series with, the $350,000,000 of 4.70% senior notes due 2048 issued in February 2018 as described below) and (2) $38,164,000 of cash. The cash payment primarily reflects the trading price of the retired notes relative to par and will be amortized to interest expense over the term of the notes due 2048. We recognized transaction costs of $1,314,000 with this early retirement.

In February 2018, we issued $350,000,000 of 4.70% senior notes due 2048 (these notes now total $460,949,000 including the notes issued in March as described above) and $500,000,000 of floating-rate senior notes due 2021. Total proceeds of $846,029,000 (net of discounts, transaction costs and an interest rate derivative settlement gain), together with cash on hand, were used to retire/repay without penalty or premium: (1) the $350,000,000 term loan due 2018, (2) the $250,000,000 term loan due 2021, and (3) the $250,000,000 bank line of credit borrowings. We recognized noncash expense of $203,000 with the acceleration of unamortized deferred transaction costs.

In January 2018, we early retired via redemption the remaining $35,111,000 of the 7.50% senior notes due 2021 at a cost of $40,719,000 including a premium of $5,608,000. Additionally, we recognized noncash expense of $263,000 with the acceleration of unamortized deferred transaction costs.

As a result of the first quarter 2018 early debt retirements described above, we recognized premiums of $5,608,000, transaction costs of $1,314,000 and noncash expense (acceleration of unamortized deferred transaction costs) of $466,000. The combined charge of $7,388,000 was a component of interest expense for the three and nine months ended September 30, 2018.

STANDBY LETTERS OF CREDIT

We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year, typically renew automatically, and can only be modified or canceled with the approval of the beneficiary. All of our standby letters of credit are issued by banks that participate in our $750,000,000 line of credit, and reduce the borrowing capacity thereunder. Our standby letters of credit as of September 30, 2019 are summarized by purpose in the table below:



in thousands
Standby Letters of Credit
Risk management insurance	$ 45,331
Reclamation/restoration requirements	7,919
Total	$ 53,250

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2019

COMMITMENTS AND CONTINGENCIES

Note 8: Commitments and Contingencies

As summarized by purpose directly above in Note 7, our standby letters of credit totaled $53,250,000 as of September 30, 2019.

As described in Note 2, our nonmineral operating lease liabilities totaled $421,361,000 as of September 30, 2019.

As described in Note 9, our asset retirement obligations totaled $224,067,000 as of September 30, 2019.

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.

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.

In August 2017, the EPA informed certain members of the CPG, including Vulcan, 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. This voluntary allocation process is intended to establish an impartial third-party expert recommendation that may be considered by the government and the participants as the basis of possible settlements. We have begun participating in this voluntary allocation process, which is likely to take several years.

In July 2018, Vulcan, along with more than one hundred other defendants, was sued by Occidental in United States District Court for the District of New Jersey, Newark Vicinage. Occidental is seeking cost recovery and contribution under CERCLA. It is unknown at this time whether the filing of the Occidental lawsuit will impact the EPA allocation process.

In October 2018, the EPA ordered the CPG to prepare a streamlined feasibility study specifically for the upper 9 miles of the River. This directive is focused on dioxin and covers the remaining portion of the River not included in the EPA’s March 2016 ROD.

Efforts to 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 as 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.

The AOC does not obligate us to fund or perform the remedial action contemplated by either the draft RI/FS or the ROD. Furthermore, the parties who will participate in funding the remediation and their respective allocations have not been determined. We do not agree that a bank-to-bank remedy is warranted, and we are not obligated to fund any of the remedial action at this time; nevertheless, we previously estimated the cost to be incurred by us as a potential participant in a bank-to-bank dredging remedy and recorded an immaterial loss for this matter in 2015.

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

There are numerous defendants, including Texas Brine and Occidental, to the litigation in state and federal court. Vulcan was first brought into the litigation as a third-party defendant in August 2013 by Texas Brine. We have since been added as a direct and third-party defendant by other parties, including a direct claim by the state of Louisiana. Damage categories encompassed within the litigation include individual plaintiffs’ claims for property damage, a claim by the state of Louisiana for response costs and civil penalties, claims by Texas Brine for response costs and lost profits, claims for physical damages to nearby oil and gas pipelines and storage facilities (pipelines), and business interruption claims.

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

A bench trial (judge only) began in September 2017 and ended in October 2017 in the pipeline cases. The trial was limited in scope to the allocation of comparative fault or liability for causing the sinkhole, with a damages phase of the trial to be held at a later date. In December 2017, the judge issued a ruling on the allocation of fault among the three defendants as follows: Occidental 50%, Texas Brine 35% and Vulcan 15%. This ruling has been appealed by the parties.

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

■ NEW YORK WATER DISTRICT CASES (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane. We are a defendant in 24 cases allegedly involving 1,1,1-trichloroethane. All of the cases are filed in the United States District Court for the Eastern District of New York. According to the various complaints, the plaintiffs are public drinking water providers who serve customers in Nassau County and Suffolk County, New York. It is alleged that our 1,1,1-trichloroethane was stabilized with 1,4-dioxane and that various water wells of the plaintiffs are contaminated with 1,4-dioxane. The plaintiffs are seeking unspecified compensatory and punitive damages. We will vigorously defend the cases. At this time we cannot determine the likelihood or reasonably estimate a range of loss, if any, pertaining to the cases.

■ HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) 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. The CAO follows a 2014 Investigative Order from the RWQCB that sought data and a technical evaluation regarding the Hewitt Landfill, and a subsequent amendment to the Investigative Order requiring us to provide groundwater monitoring results to the RWQCB and to create and implement a work plan for further investigation of the Hewitt Landfill. In April 2016, we submitted an interim remedial action plan (IRAP) to the RWQCB, proposing an on-site pilot test of a pump and treat system; testing and implementation of a leachate recovery system; and storm water capture and conveyance improvements.

Operation of the on-site pilot-scale treatment system began in January 2017, and was completed in April 2017. With completion of the pilot testing and other investigative work, we submitted an amendment to the IRAP (AIRAP) to RWQCB in August 2017 proposing the use of a pump, treat and reinjection system. In December 2017, we submitted an addendum to the AIRAP, incorporating new data acquired since the prior submission. In February 2018, the AIRAP was approved by RWQCB. As a result of this approval, we have begun to implement the on-site source control activities described in the AIRAP. During 2018, we accrued a total of $19,032,000 (Q3 - $8,640,000 and Q4 - $10,392,000) for the on-site remedy, bringing the life-to-date total to $34,271,000.

We are also engaged in an ongoing dialogue with the EPA, the Los Angeles Department of Water and Power, and other stakeholders 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. We are gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

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 Site to protect the North Hollywood West (NHW) well field. In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for our evaluation of the need for a two-well remedy. These activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a PDI Evaluation Report to the EPA. The PDI Evaluation Report summarizes data collection activities conducted pursuant to the PDI Work Plan, and provides model updates and evaluation of remediation alternatives to protect the NHW and Rinaldi-Toluca well fields from 1,4-dioxane from the Hewitt Site. In May 2019, the EPA provided an initial set of comments on the PDI Evaluation Report, but has not yet provided additional, final comments. Vulcan has not yet received final comments from the EPA on the report. Until the EPA’s review of the PDI Evaluation Report is complete and an effective remedy can be agreed upon, we cannot identify an appropriate remedial action. Given the various stakeholders involved and the uncertainties relating to issues such as testing, monitoring, and remediation alternatives, we cannot reasonably estimate a loss pertaining to this matter.

■ NAFTA ARBITRATION — In September 2018, our subsidiary Legacy Vulcan, LLC (Legacy Vulcan), on its own behalf, and on behalf of our Mexican subsidiary Calizas Industriales del Carmen, S.A. de C.V. (Calica), served the United Mexican States (Mexico) a Notice of Intent to Submit a Claim to Arbitration under Chapter 11 of the North American Free Trade Agreement (NAFTA). Our NAFTA claim relates to the treatment of a portion of our quarrying operations in the State of Quintana Roo, in Mexico’s Yucatan Peninsula, 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, which we filed with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration.

We expect that the NAFTA arbitration will take at least two years to be concluded. At this time, there can be no assurance whether we will be successful in our NAFTA claim, and we cannot quantify the amount we may recover, if any, under this arbitration proceeding if we were successful.

Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $100,000. The following matter is disclosed in accordance with that requirement. In June 2019, we received from the EPA a draft administrative order, followed in October 2019 with a proposed penalty of $193,750, to settle alleged violations of the Clean Water Act noted during a series of EPA inspections conducted in March and May 2017 and May 2018 at one of our aggregates sites. We are negotiating the draft order with the EPA and expect to enter into a settlement. The draft order does not contain requirements for groundwater clean-up or capital expenditure. We do not currently believe that the eventual outcome of such matter could have a material adverse effect on our business, financial condition, results of operations or cash flows.

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

ASSET RETIREMENT OBLIGATIONS

9 Months Ended

Sep. 30, 2019

ASSET RETIREMENT OBLIGATIONS [Abstract]

ASSET RETIREMENT OBLIGATIONS

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. Recognition of a liability for an ARO is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the ARO is settled for other than the carrying amount of the liability, we recognize a gain or loss on settlement.

We record all AROs for which we have legal obligations for land reclamation at estimated fair value. These AROs relate to our underlying land parcels, including both owned properties and mineral leases. 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 thousands	2019	2018	2019	2018
ARO Operating Costs
Accretion	$ 2,744	$ 2,684	$ 8,194	$ 8,036
Depreciation	1,720	1,512	5,361	4,192
Total	$ 4,464	$ 4,196	$ 13,555	$ 12,228

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 thousands	2019	2018	2019	2018
Asset Retirement Obligations
Balance at beginning of period	$ 223,497	$ 215,421	$ 225,726	$ 218,117
Liabilities incurred	0	0	263	0
Liabilities settled	(2,684)	(2,649)	(9,650)	(10,476)
Accretion expense	2,744	2,684	8,194	8,036
Revisions, net	510	10,628	(466)	10,407
Balance at end of period	$ 224,067	$ 226,084	$ 224,067	$ 226,084

ARO liabilities settled during the first nine months of 2019 and 2018 include $2,403,000 and $6,108,000, respectively, of reclamation activities required under a development agreement and conditional use permits at two adjacent aggregates sites on owned property in Southern California. The reclamation required under the reclamation agreement will result in the restoration of 90 acres of previously mined property to conditions suitable for retail and commercial development.

BENEFIT PLANS

9 Months Ended

Sep. 30, 2019

BENEFIT PLANS [Abstract]

BENEFIT PLANS

Note 10: Benefit Plans

PENSION PLANS

We sponsor three qualified, noncontributory defined benefit pension plans. These plans cover substantially all employees hired before July 2007, other than those covered by union-administered plans. Normal retirement age is 65, but the plans contain provisions for earlier retirement. Benefits for the Salaried Plan and the Chemicals Hourly Plan are generally based on salaries or wages and years of service; the Construction Materials Hourly Plan provides benefits equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans.

In 2005, benefit accruals for our Chemicals Hourly Plan participants ceased upon the sale of our Chemicals business. Effective July 2007, we amended our defined benefit pension plans to no longer accept new participants. Future benefit accruals for participants in our salaried defined benefit pension plans ceased on December 31, 2013, while salaried participants’ earnings considered for benefit calculations were frozen on December 31, 2015.

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 thousands	2019	2018	2019	2018
Components of Net Periodic Benefit Cost
Service cost	$ 1,248	$ 1,429	$ 3,746	$ 4,287
Interest cost	9,410	8,876	28,230	26,627
Expected return on plan assets	(11,938)	(14,797)	(35,813)	(44,391)
Amortization of prior service cost	335	335	1,005	1,005
Amortization of actuarial loss	1,358	2,457	4,074	7,370
Net periodic pension benefit cost (credit)	$ 413	$ (1,700)	$ 1,242	$ (5,102)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$ 1,693	$ 2,792	$ 5,079	$ 8,375

The contributions to pension plans for the nine months ended September 30, 2019 and 2018, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans for both periods and a discretionary qualified plan contribution of $100,000,000 in the first quarter of 2018.

POSTRETIREMENT PLANS

In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. In 2012, we amended our postretirement healthcare plan to cap our portion of the medical coverage cost at the 2015 level. 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 thousands	2019	2018	2019	2018
Components of Net Periodic Benefit Cost
Service cost	$ 329	$ 339	$ 988	$ 1,018
Interest cost	347	310	1,041	930
Amortization of prior service credit	(980)	(991)	(2,939)	(2,972)
Amortization of actuarial gain	(327)	(324)	(981)	(973)
Net periodic postretirement benefit credit	$ (631)	$ (666)	$ (1,891)	$ (1,997)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$ (1,307)	$ (1,315)	$ (3,920)	$ (3,945)

DEFINED CONTRIBUTION PLANS

In addition to our pension and postretirement plans, we sponsor two 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 $13,646,000 and $10,376,000 for the three months ended September 30, 2019 and 2018, respectively, and totaled $41,246,000 and $30,521,000 for the nine months ended September 30, 2019 and 2018, respectively.

OTHER COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2019

OTHER COMPREHENSIVE INCOME [Abstract]

OTHER COMPREHENSIVE INCOME

Note 11: other Comprehensive Income

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

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



	September 30	December 31	September 30
in thousands	2019	2018	2018
AOCI
Interest rate hedges	$ (11,011)	$ (11,180)	$ (8,771)
Pension and postretirement plans	(160,179)	(161,035)	(134,754)
Total	$ (171,190)	$ (172,215)	$ (143,525)

Changes in AOCI, net of tax, for the nine months ended September 30, 2019 are as follows:



		Pension and
	Interest Rate	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balances as of December 31, 2018	$ (11,180)	$ (161,035)	$ (172,215)
Amounts reclassified from AOCI	169	856	1,025
Balances as of September 30, 2019	$ (11,011)	$ (160,179)	$ (171,190)

Amounts reclassified from AOCI to earnings, are as follows:



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Amortization of Interest Rate Hedge Losses
Interest expense	$ 78	$ 72	$ 229	$ 232
Benefit from income taxes	(21)	(19)	(60)	(61)
Total	$ 57	$ 53	$ 169	$ 171
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$ 386	$ 1,477	$ 1,159	$ 4,430
Benefit from income taxes	(100)	(386)	(303)	(1,156)
Total	$ 286	$ 1,091	$ 856	$ 3,274
Total reclassifications from AOCI to earnings	$ 343	$ 1,144	$ 1,025	$ 3,445

EQUITY

9 Months Ended

Sep. 30, 2019

EQUITY [Abstract]

EQUITY

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 in accordance with our Certificate of Incorporation.

There were no shares held in treasury as of September 30, 2019, December 31, 2018 and September 30, 2018.

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 thousands, except average price	2019	2018	2018
Shares Purchased and Retired
Number	19	1,192	866
Total purchase price	$ 2,602	$ 133,983	$ 99,916
Average price per share	$ 139.90	$ 112.41	$ 115.31

As of September 30, 2019, 8,279,189 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 thousands, except per share data	2019	2018	2019	2018
Total Equity
Balance at beginning of period	$ 5,371,447	$ 5,020,630	$ 5,202,903	$ 4,968,893
Net earnings	215,713	179,151	476,569	391,783
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes	(12,091)	(32)	(37,528)	(31,370)
Purchase and retirement of common stock	(2,602)	(24,995)	(2,602)	(99,916)
Share-based compensation expense	10,445	6,887	24,815	21,650
Cash dividends on common stock
($0.31/$0.28/$0.93/$0.84 per share, respectively)	(41,016)	(36,996)	(122,943)	(111,192)
Other comprehensive income	343	1,144	1,025	5,941
Balance at end of period	$ 5,542,239	$ 5,145,789	$ 5,542,239	$ 5,145,789

SEGMENT REPORTING

9 Months Ended

Sep. 30, 2019

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

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. Management reviews earnings from the product line reporting segments principally at the gross profit level.

segment financial disclosure



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Total Revenues
Aggregates ¹	$ 1,133,085	$ 983,731	$ 3,030,111	$ 2,639,653
Asphalt ²	270,237	231,700	649,490	547,363
Concrete	112,964	101,719	300,369	309,404
Calcium	2,119	1,912	6,073	6,136
Segment sales	$ 1,518,405	$ 1,319,062	$ 3,986,043	$ 3,502,556
Aggregates intersegment sales	(99,647)	(78,865)	(243,092)	(207,734)
Total revenues	$ 1,418,758	$ 1,240,197	$ 3,742,951	$ 3,294,822
Gross Profit
Aggregates	$ 357,202	$ 303,787	$ 872,133	$ 735,484
Asphalt	27,639	23,857	51,950	49,853
Concrete	15,037	14,587	36,487	38,098
Calcium	765	911	2,250	2,226
Total	$ 400,643	$ 343,142	$ 962,820	$ 825,661
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$ 78,978	$ 72,729	$ 227,259	$ 208,420
Asphalt	8,909	8,428	26,343	22,728
Concrete	3,371	3,041	9,662	9,504
Calcium	59	68	177	207
Other	4,930	5,124	15,484	15,604
Total	$ 96,247	$ 89,390	$ 278,925	$ 256,463
Identifiable Assets ³
Aggregates			$ 9,403,342	$ 8,890,421
Asphalt			601,059	551,336
Concrete			302,003	278,487
Calcium			3,990	4,288
Total identifiable assets			$ 10,310,394	$ 9,724,532
General corporate assets			138,177	108,034
Cash and cash equivalents and restricted cash			91,102	43,069
Total assets			$ 10,539,673	$ 9,875,635


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.

SUPPLEMENTAL CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2019

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

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	2019	2018
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)	$ 85,140	$ 82,339
Income taxes	46,955	(99,585)
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$ 28,828	$ 30,588
Recognition of new asset retirement obligations	263	0
Right-of-use assets obtained in exchange for new operating lease liabilities ¹	438,517	0
Amounts referable to business acquisitions
Liabilities assumed ²	3,525	5,056
Consideration payable to seller	0	9,500


¹	The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases,” as described in Note 17.
²	Includes adjustments to prior year acquisitions.

GOODWILL

9 Months Ended

Sep. 30, 2019

GOODWILL [Abstract]

GOODWILL

Note 15: Goodwill

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the nine month periods ended September 30, 2019 and 2018. Accumulated goodwill impairment losses amount to $252,664,000 in the Calcium segment.

We have four reportable segments organized around our principal product lines: Aggregates, Asphalt, Concrete and Calcium. Changes in the carrying amount of goodwill by reportable segment from December 31, 2018 to September 30, 2019 are as follows:



in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Goodwill
Total as of December 31, 2018	$ 3,073,763	$ 91,633	$ 0	$ 0	$ 3,165,396
Goodwill of acquired businesses ¹	1,665	0	0	0	1,665
Total as of September 30, 2019	$ 3,075,428	$ 91,633	$ 0	$ 0	$ 3,167,061


¹	See Note 16 for a summary of prior year acquisitions.

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.

ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2019

ACQUISITIONS AND DIVESTITURES [Abstract]

ACQUISITIONS AND DIVESTITURES

Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2019 BUSINESS ACQUISITIONS — We had no acquisitions through the nine months ended September 30, 2019.

2018 BUSINESS ACQUISITIONS — For the full year 2018, we purchased the following operations, none of which were material to our results of operations or financial position either individually or collectively, for total consideration of $219,863,000 ($215,363,000 cash and $4,500,000 payable):

Alabama — aggregates, asphalt mix and construction paving operations

California — aggregates and asphalt-mix operations

Texas — aggregates rail yards, asphalt mix and construction paving operations

As a result of the 2018 acquisitions, we recognized $44,163,000 of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings ($43,072,000 - straight-line over a weighted-average 19.9 years and $1,080,000 - units of sales in excess of 30.0 years) and $7,385,000 will be deductible for income tax purposes over 15 years. Of the $43,990,000 of goodwill recognized, $4,863,000 will be deductible for income tax purposes over 15 years, and $31,721,000 represents the balance of deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired (immaterial adjustments were recorded in 2019 including an increase to goodwill of $1,665,000).

DIVESTITURES AND PENDING DIVESTITURES

In 2019, we sold:

First quarter — two aggregates operations in Georgia and reversed a contingent payable related to the fourth quarter 2017 Department of Justice required divestiture of former Aggregates USA operations, resulting in a pretax gain of $4,064,000

In 2018, we sold:

First quarter — ready-mixed concrete operations in Georgia resulting in a pretax gain of $2,929,000 (we retained all real property which is leased to the buyer, and obtained a long-term aggregates supply agreement)

No assets met the criteria for held for sale at September 30, 2019, December 31, 2018 or September 30, 2018.

NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2019

NEW ACCOUNTING STANDARDS [Abstract]

NEW ACCOUNTING STANDARDS

Note 17: New Accounting Standards

ACCOUNTING STANDARDS RECENTLY ADOPTED

LEASE ACCOUNTING During the first quarter of 2019, we adopted Accounting Standards Update (ASU) 2016-02, “Leases,” utilizing the comparatives transition option (we elected not to restate comparative periods) under ASC 840. This ASU amends prior accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize lease right-of-use assets and lease liabilities on the balance sheet for all leases (excluding mineral leases) with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement and presentation of cash flow in the statement of cash flows. Upon adoption, we recognized operating lease liabilities of $442,697,000, with corresponding right-of-use assets based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. See Note 1 under the caption Leases for the practical expedients elected and other information. Additionally, see Notes 2 and 14 for the required lease disclosures.

ACCOUNTING STANDARDS PENDING ADOPTION

defined benefit plans In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-14, “Changes to the Disclosure Requirements for Defined Benefit Plans,” which adds, removes and clarifies the disclosure requirements for employers that sponsor defined benefit pension and other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and is to be applied retrospectively. Early adoption is permitted. While we are still evaluating the impact of ASU 2018-14 and whether we will early adopt, it will not impact our consolidated financial statements as it only affects disclosure. Thus, the adoption of this standard will have a minor impact on the notes to our consolidated financial statements, specifically, our benefit plans note.

CREDIT LOSSES In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which amends guidance on the impairment of financial instruments. The new guidance estimates credit losses based on expected losses, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

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) and a major producer of asphalt mix and ready-mixed concrete.

We operate primarily in the United States and our principal product — aggregates — is used in virtually all types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. We serve markets in twenty states, Washington D.C., and the local markets surrounding our operations in Mexico and the Bahamas. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell asphalt mix and/or ready-mixed concrete in our Alabama, mid-Atlantic, Southwestern, Tennessee and Western 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 as described in Note 17. Our Condensed Consolidated Balance Sheet as of December 31, 2018 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. Operating results for the three and nine month periods ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Due to the 2005 sale of our Chemicals business as described within this Note under the caption Discontinued Operations, the results of the Chemicals business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

RESTRICTED CASH

Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements and 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. 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 is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows.

LEASES

Beginning in 2019 (see ASU 2016-02, “Leases,” as presented in Note 17), our nonmineral leases are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. Mineral leases continue to be exempt from balance sheet recognition.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets are adjusted for any prepaid lease payments and lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

We elected the following practical expedients: (1) the practical expedient package which permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs; (2) to not separate the lease components from the non-lease components for all leases; (3) to apply a portfolio approach to our railcar and barge leases; (4) to not recognize ROU assets and lease liabilities for all pre-existing land easements not previously accounted for as leases; and (5) to not recognize ROU assets or lease liabilities for our short-term leases, including existing short-term leases of those assets in transition.

For additional information about leases see Note 2.

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 thousands	2019	2018	2019	2018
Discontinued Operations
Pretax loss	$ (3,167)	$ (969)	$ (4,506)	$ (2,417)
Income tax benefit	814	256	1,168	639
Loss on discontinued operations,
net of tax	$ (2,353)	$ (713)	$ (3,338)	$ (1,778)

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 thousands	2019	2018	2019	2018
Weighted-average common shares
outstanding	132,414	132,392	132,244	132,505
Dilutive effect of
Stock-Only Stock Appreciation Rights	525	905	662	1,021
Other stock compensation plans	436	597	367	553
Weighted-average common shares
outstanding, assuming dilution	133,375	133,894	133,273	134,079

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 thousands	2019	2018	2019	2018
Antidilutive common stock equivalents	71	162	161	161

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Results from Discontinued Operations



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Discontinued Operations
Pretax loss	$ (3,167)	$ (969)	$ (4,506)	$ (2,417)
Income tax benefit	814	256	1,168	639
Loss on discontinued operations,
net of tax	$ (2,353)	$ (713)	$ (3,338)	$ (1,778)

Weighted-Average Common Shares Outstanding Assuming Dilution



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Weighted-average common shares
outstanding	132,414	132,392	132,244	132,505
Dilutive effect of
Stock-Only Stock Appreciation Rights	525	905	662	1,021
Other stock compensation plans	436	597	367	553
Weighted-average common shares
outstanding, assuming dilution	133,375	133,894	133,273	134,079

Antidilutive Common Stock Equivalents



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Antidilutive common stock equivalents	71	162	161	161

Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

LEASES (Tables)

9 Months Ended

Sep. 30, 2019

LEASES [Abstract]



		September 30
in thousands	Classification on the Balance Sheet	2019
Assets
Operating lease right-of-use assets		$ 435,986
Accumulated amortization		(25,153)
Total lease assets	Operating lease right-of-use assets, net	$ 410,833
Liabilities
Current
Operating	Other current liabilities	$ 30,282
Noncurrent
Operating	Operating lease liabilities	391,079
Total lease liabilities		$ 421,361
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		9.6
Weighted-average discount rate
Operating leases		4.4%

Components of Nonmineral Lease Expense



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands		2019		2019
Lease Cost
Operating lease cost		$ 14,057		$ 42,352
Short-term lease cost ¹		8,756		25,378
Variable lease cost		3,637		10,194
Sublease income		(774)		(2,192)
Total lease cost		$ 25,676		$ 75,732


¹	We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost.

Maturity Analysis on an Undiscounted Basis



		Operating
in thousands		Leases
Maturity of Lease Liabilities
2019 (remainder)		$ 13,260
2020		49,226
2021		45,559
2022		41,185
2023		36,641
Thereafter		607,307
Total minimum lease payments		$ 793,178
Less: Lease payments representing interest		371,817
Present value of future minimum lease payments		$ 421,361
Less: Current obligations under leases		30,282
Long-term lease obligations		$ 391,079

Future Minimum Operating Lease Payments



in thousands
Future Minimum Operating Lease Payments
2019	$ 47,979
2020	43,540
2021	35,732
2022	27,463
2023	19,707
Thereafter	195,104
Total	$ 369,525

REVENUES (Tables)

9 Months Ended

Sep. 30, 2019

REVENUES [Abstract]

Revenues by Geographic Market



	Three Months Ended September 30, 2019
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 387,291	$ 59,156	$ 74,446	$ 0	$ 520,893
Gulf Coast	565,607	63,803	18,338	2,119	649,867
West	180,187	147,278	20,180	0	347,645
Segment sales	$ 1,133,085	$ 270,237	$ 112,964	$ 2,119	$ 1,518,405
Intersegment sales	(99,647)	0	0	0	(99,647)
Total revenues	$ 1,033,438	$ 270,237	$ 112,964	$ 2,119	$ 1,418,758



	Three Months Ended September 30, 2018
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 331,147	$ 52,263	$ 65,971	$ 0	$ 449,381
Gulf Coast	489,299	47,220	14,441	1,912	552,872
West	163,285	132,217	21,307	0	316,809
Segment sales	$ 983,731	$ 231,700	$ 101,719	$ 1,912	$ 1,319,062
Intersegment sales	(78,865)	0	0	0	(78,865)
Total revenues	$ 904,866	$ 231,700	$ 101,719	$ 1,912	$ 1,240,197



	Nine Months Ended September 30, 2019
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 951,543	$ 123,764	$ 200,033	$ 0	$ 1,275,340
Gulf Coast	1,615,987	157,581	49,709	6,073	1,829,350
West	462,581	368,145	50,627	0	881,353
Segment sales	$ 3,030,111	$ 649,490	$ 300,369	$ 6,073	$ 3,986,043
Intersegment sales	(243,092)	0	0	0	(243,092)
Total revenues	$ 2,787,019	$ 649,490	$ 300,369	$ 6,073	$ 3,742,951



	Nine Months Ended September 30, 2018
in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Total Revenues by Geographic Market ¹
East	$ 827,605	$ 113,331	$ 197,146	$ 0	$ 1,138,082
Gulf Coast	1,377,568	100,708	57,994	6,136	1,542,406
West	434,480	333,324	54,264	0	822,068
Segment sales	$ 2,639,653	$ 547,363	$ 309,404	$ 6,136	$ 3,502,556
Intersegment sales	(207,734)	0	0	0	(207,734)
Total revenues	$ 2,431,919	$ 547,363	$ 309,404	$ 6,136	$ 3,294,822

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

Freight & Delivery Revenues



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Freight & Delivery Revenues
Total revenues	$ 1,418,758	$ 1,240,197	$ 3,742,951	$ 3,294,822
Freight & delivery revenues ¹	(206,929)	(175,194)	(566,330)	(476,491)
Total revenues excluding freight & delivery	$ 1,211,829	$ 1,065,003	$ 3,176,621	$ 2,818,331


¹	Includes freight & delivery to remote distribution sites.

Reconciliation of Deferred Revenue Balances



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Deferred Revenue
Balance at beginning of period	$ 189,052	$ 196,296	$ 192,783	$ 199,556
Revenue recognized from deferred revenue	(2,125)	(1,997)	(5,856)	(5,257)
Balance at end of period	$ 186,927	$ 194,299	$ 186,927	$ 194,299

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2019

FAIR VALUE MEASUREMENTS [Abstract]

Fair Value Measurement on Recurring Basis



	Level 1 Fair Value
	September 30	December 31	September 30
in thousands	2019	2018	2018
Fair Value Recurring
Rabbi Trust
Mutual funds	$ 22,667	$ 19,164	$ 21,504
Total	$ 22,667	$ 19,164	$ 21,504



	Level 2 Fair Value
	September 30	December 31	September 30
in thousands	2019	2018	2018
Fair Value Recurring
Rabbi Trust
Money market mutual fund	$ 190	$ 1,015	$ 1,332
Total	$ 190	$ 1,015	$ 1,332

DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2019

DERIVATIVE INSTRUMENTS [Abstract]

Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges



		Three Months Ended		Nine Months Ended
	Location on	September 30		September 30
in thousands	Statement	2019	2018	2019	2018
Interest Rate Hedges
Loss reclassified from AOCI	Interest
(effective portion)	expense	$ (78)	$ (72)	$ (229)	$ (232)

DEBT (Tables)

9 Months Ended

Sep. 30, 2019

DEBT [Abstract]

Debt



	Effective	September 30	December 31	September 30
in thousands	Interest Rates	2019	2018	2018
Short-term Debt
Bank line of credit expires 2021 ^{1, 2}	1.25%	$ 0	$ 133,000	$ 200,000
Total short-term debt		$ 0	$ 133,000	$ 200,000
Long-term Debt
Bank line of credit expires 2021 ¹		$ 0	$ 0	$ 0
Floating-rate notes due 2020 ³	3.06%	250,000	250,000	250,000
Floating-rate notes due 2021	2.99%	500,000	500,000	500,000
8.85% notes due 2021	8.88%	6,000	6,000	6,000
4.50% notes due 2025	4.65%	400,000	400,000	400,000
3.90% notes due 2027	4.00%	400,000	400,000	400,000
7.15% notes due 2037	8.05%	129,239	129,239	129,239
4.50% notes due 2047	4.59%	700,000	700,000	700,000
4.70% notes due 2048	5.42%	460,948	460,949	460,949
Other notes	6.46%	191	208	214
Total long-term debt - face value		$ 2,846,378	$ 2,846,396	$ 2,846,402
Unamortized discounts and debt issuance costs		(63,286)	(67,016)	(68,250)
Total long-term debt - book value		$ 2,783,092	$ 2,779,380	$ 2,778,152
Less current maturities		24	23	23
Total long-term debt - reported value		$ 2,783,068	$ 2,779,357	$ 2,778,129
Estimated fair value of long-term debt		$ 3,036,337	$ 2,695,802	$ 2,743,429


¹	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend payment beyond twelve months.
²	The effective interest rate reflects the margin above LIBOR for LIBOR-based borrowings. We also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.
³	This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit.

Standby Letters of Credit



in thousands
Standby Letters of Credit
Risk management insurance	$ 45,331
Reclamation/restoration requirements	7,919
Total	$ 53,250

ASSET RETIREMENT OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2019

ASSET RETIREMENT OBLIGATIONS [Abstract]

Asset Retirement Obligations Operating Costs



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
ARO Operating Costs
Accretion	$ 2,744	$ 2,684	$ 8,194	$ 8,036
Depreciation	1,720	1,512	5,361	4,192
Total	$ 4,464	$ 4,196	$ 13,555	$ 12,228

Reconciliations of Asset Retirement Obligations



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Asset Retirement Obligations
Balance at beginning of period	$ 223,497	$ 215,421	$ 225,726	$ 218,117
Liabilities incurred	0	0	263	0
Liabilities settled	(2,684)	(2,649)	(9,650)	(10,476)
Accretion expense	2,744	2,684	8,194	8,036
Revisions, net	510	10,628	(466)	10,407
Balance at end of period	$ 224,067	$ 226,084	$ 224,067	$ 226,084

BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2019

Pension Benefits [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost



PENSION BENEFITS	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Components of Net Periodic Benefit Cost
Service cost	$ 1,248	$ 1,429	$ 3,746	$ 4,287
Interest cost	9,410	8,876	28,230	26,627
Expected return on plan assets	(11,938)	(14,797)	(35,813)	(44,391)
Amortization of prior service cost	335	335	1,005	1,005
Amortization of actuarial loss	1,358	2,457	4,074	7,370
Net periodic pension benefit cost (credit)	$ 413	$ (1,700)	$ 1,242	$ (5,102)
Pretax reclassifications from AOCI included in
net periodic pension benefit cost	$ 1,693	$ 2,792	$ 5,079	$ 8,375

Postretirement Benefits [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost



OTHER POSTRETIREMENT BENEFITS	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Components of Net Periodic Benefit Cost
Service cost	$ 329	$ 339	$ 988	$ 1,018
Interest cost	347	310	1,041	930
Amortization of prior service credit	(980)	(991)	(2,939)	(2,972)
Amortization of actuarial gain	(327)	(324)	(981)	(973)
Net periodic postretirement benefit credit	$ (631)	$ (666)	$ (1,891)	$ (1,997)
Pretax reclassifications from AOCI included in
net periodic postretirement benefit credit	$ (1,307)	$ (1,315)	$ (3,920)	$ (3,945)

OTHER COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2019

OTHER COMPREHENSIVE INCOME [Abstract]

Accumulated Other Comprehensive Income, Net of Tax



	September 30	December 31	September 30
in thousands	2019	2018	2018
AOCI
Interest rate hedges	$ (11,011)	$ (11,180)	$ (8,771)
Pension and postretirement plans	(160,179)	(161,035)	(134,754)
Total	$ (171,190)	$ (172,215)	$ (143,525)

Changes in Accumulated Other Comprehensive Income, Net of Tax



		Pension and
	Interest Rate	Postretirement
in thousands	Hedges	Benefit Plans	Total
AOCI
Balances as of December 31, 2018	$ (11,180)	$ (161,035)	$ (172,215)
Amounts reclassified from AOCI	169	856	1,025
Balances as of September 30, 2019	$ (11,011)	$ (160,179)	$ (171,190)

Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Amortization of Interest Rate Hedge Losses
Interest expense	$ 78	$ 72	$ 229	$ 232
Benefit from income taxes	(21)	(19)	(60)	(61)
Total	$ 57	$ 53	$ 169	$ 171
Amortization of Pension and Postretirement
Plan Actuarial Loss and Prior Service Cost
Other nonoperating expense	$ 386	$ 1,477	$ 1,159	$ 4,430
Benefit from income taxes	(100)	(386)	(303)	(1,156)
Total	$ 286	$ 1,091	$ 856	$ 3,274
Total reclassifications from AOCI to earnings	$ 343	$ 1,144	$ 1,025	$ 3,445

EQUITY (Tables)

9 Months Ended

Sep. 30, 2019

EQUITY [Abstract]

Shares Purchased and Retired



	September 30	December 31	September 30
in thousands, except average price	2019	2018	2018
Shares Purchased and Retired
Number	19	1,192	866
Total purchase price	$ 2,602	$ 133,983	$ 99,916
Average price per share	$ 139.90	$ 112.41	$ 115.31

Changes in Total Equity



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands, except per share data	2019	2018	2019	2018
Total Equity
Balance at beginning of period	$ 5,371,447	$ 5,020,630	$ 5,202,903	$ 4,968,893
Net earnings	215,713	179,151	476,569	391,783
Common stock issued
Share-based compensation plans, net of shares
withheld for taxes	(12,091)	(32)	(37,528)	(31,370)
Purchase and retirement of common stock	(2,602)	(24,995)	(2,602)	(99,916)
Share-based compensation expense	10,445	6,887	24,815	21,650
Cash dividends on common stock
($0.31/$0.28/$0.93/$0.84 per share, respectively)	(41,016)	(36,996)	(122,943)	(111,192)
Other comprehensive income	343	1,144	1,025	5,941
Balance at end of period	$ 5,542,239	$ 5,145,789	$ 5,542,239	$ 5,145,789

SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2019

SEGMENT REPORTING [Abstract]

Segment Financial Disclosure



	Three Months Ended		Nine Months Ended
	September 30		September 30
in thousands	2019	2018	2019	2018
Total Revenues
Aggregates ¹	$ 1,133,085	$ 983,731	$ 3,030,111	$ 2,639,653
Asphalt ²	270,237	231,700	649,490	547,363
Concrete	112,964	101,719	300,369	309,404
Calcium	2,119	1,912	6,073	6,136
Segment sales	$ 1,518,405	$ 1,319,062	$ 3,986,043	$ 3,502,556
Aggregates intersegment sales	(99,647)	(78,865)	(243,092)	(207,734)
Total revenues	$ 1,418,758	$ 1,240,197	$ 3,742,951	$ 3,294,822
Gross Profit
Aggregates	$ 357,202	$ 303,787	$ 872,133	$ 735,484
Asphalt	27,639	23,857	51,950	49,853
Concrete	15,037	14,587	36,487	38,098
Calcium	765	911	2,250	2,226
Total	$ 400,643	$ 343,142	$ 962,820	$ 825,661
Depreciation, Depletion, Accretion
and Amortization (DDA&A)
Aggregates	$ 78,978	$ 72,729	$ 227,259	$ 208,420
Asphalt	8,909	8,428	26,343	22,728
Concrete	3,371	3,041	9,662	9,504
Calcium	59	68	177	207
Other	4,930	5,124	15,484	15,604
Total	$ 96,247	$ 89,390	$ 278,925	$ 256,463
Identifiable Assets ³
Aggregates			$ 9,403,342	$ 8,890,421
Asphalt			601,059	551,336
Concrete			302,003	278,487
Calcium			3,990	4,288
Total identifiable assets			$ 10,310,394	$ 9,724,532
General corporate assets			138,177	108,034
Cash and cash equivalents and restricted cash			91,102	43,069
Total assets			$ 10,539,673	$ 9,875,635


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.

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

9 Months Ended

Sep. 30, 2019

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows



	Nine Months Ended
	September 30
in thousands	2019	2018
Cash Payments (Refunds)
Interest (exclusive of amount capitalized)	$ 85,140	$ 82,339
Income taxes	46,955	(99,585)
Noncash Investing and Financing Activities
Accrued liabilities for purchases of property, plant & equipment	$ 28,828	$ 30,588
Recognition of new asset retirement obligations	263	0
Right-of-use assets obtained in exchange for new operating lease liabilities ¹	438,517	0
Amounts referable to business acquisitions
Liabilities assumed ²	3,525	5,056
Consideration payable to seller	0	9,500


¹	The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases,” as described in Note 17.
²	Includes adjustments to prior year acquisitions.

GOODWILL (Tables)

9 Months Ended

Sep. 30, 2019

GOODWILL [Abstract]

Changes in Carrying Amount of Goodwill by Reportable Segment



in thousands	Aggregates	Asphalt	Concrete	Calcium	Total
Goodwill
Total as of December 31, 2018	$ 3,073,763	$ 91,633	$ 0	$ 0	$ 3,165,396
Goodwill of acquired businesses ¹	1,665	0	0	0	1,665
Total as of September 30, 2019	$ 3,075,428	$ 91,633	$ 0	$ 0	$ 3,167,061


¹	See Note 16 for a summary of prior year acquisitions.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($) state	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) state factor	Sep. 30, 2018 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
State of incorporation			NJ
Number of states \| state	20		20
Number of demographic factors \| factor			3
Revenues from discontinued operations \| $	$ 0	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Results from Discontinued Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Pretax loss	$ (3,167)	$ (969)	$ (4,506)	$ (2,417)
Income tax benefit	814	256	1,168	639
Loss on discontinued operations, net of tax	$ (2,353)	$ (713)	$ (3,338)	$ (1,778)

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Weighted-Average Common Shares Outstanding Assuming Dilution) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Weighted-average common shares outstanding	132,414	132,392	132,244	132,505
Dilutive effect of Stock-Only Stock Appreciation Rights	525	905	662	1,021
Dilutive effect of Other stock compensation plans	436	597	367	553
Weighted-average common shares outstanding, assuming dilution	133,375	133,894	133,273	134,079

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Common Stock Equivalents) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Antidilutive common stock equivalents	71	162	161	161

LEASES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
LEASES (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Operating Leased Assets [Line Items]
Cash paid for operating leases			$ 39,326
Finance leases	$ 0		0
Nonmineral operating lease expense	$ 25,676	$ 22,539	$ 75,732	$ 68,859
Minimum [Member] \| Buildings [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			1 year
Term of contract	1 year		1 year
Minimum [Member] \| Aggregate Sales Yard [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			0 years
Term of contract	2 years		2 years
Minimum [Member] \| Concrete And Asphalt Site [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			0 years
Term of contract	1 year		1 year
Minimum [Member] \| Rail [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			0 years
Term of contract	2 years		2 years
Minimum [Member] \| Barge [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			2 years
Term of contract	10 years		10 years
Minimum [Member] \| Office And Plant Equipment [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			0 years
Term of contract	0 years		0 years
Minimum [Member] \| Office And Plant Equipment, Short-term Lease [Member]
Operating Leased Assets [Line Items]
Term of contract	1 year		1 year
Maximum [Member] \| Buildings [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			9 years
Term of contract	28 years		28 years
Maximum [Member] \| Aggregate Sales Yard [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			30 years
Term of contract	80 years		80 years
Maximum [Member] \| Concrete And Asphalt Site [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			97 years
Term of contract	97 years		97 years
Maximum [Member] \| Rail [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			7 years
Term of contract	76 years		76 years
Maximum [Member] \| Barge [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			3 years
Term of contract	16 years		16 years
Maximum [Member] \| Office And Plant Equipment [Member]
Operating Leased Assets [Line Items]
Noncancelable lease period			4 years
Term of contract	4 years		4 years
Maximum [Member] \| Equipment [Member]
Operating Leased Assets [Line Items]
Term of contract	1 year		1 year

LEASES (Schedule of Lease Assets and Liabilities, Weighted-Average Lease Term and Discount Rate) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
LEASES [Abstract]
Operating lease right-of-use assets	$ 435,986
Accumulated amortization	(25,153)
Total lease assets	410,833	$ 0	$ 0
Less: Current obligations under leases	30,282
Noncurrent operating liabilities	391,079	$ 0	$ 0
Total lease liabilities	$ 421,361
Weighted-average remaining lease term, Operating leases	9 years 7 months 6 days
Weighted-average discount rate, Operating leases	4.40%

LEASES (Components of Nonmineral Lease Expense) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

LEASES [Abstract]

Operating lease cost

$ 14,057

$ 42,352

Short-term lease cost

^[1]

8,756

25,378

Variable lease cost

3,637

10,194

Sublease income

(774)

(2,192)

Total lease cost

$ 25,676

$ 22,539

$ 75,732

$ 68,859

[1]	We have elected to recognize the cost of leases with an initial term of one month or less within our short-term lease cost.

LEASES (Maturity Analysis on an Undiscounted Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2019 (remainder)	$ 13,260
2020	49,226
2021	45,559
2022	41,185
2023	36,641
Thereafter	607,307
Total minimum lease payments	793,178
Less: Lease payments representing interest	371,817
Present value of future minimum lease payments	421,361
Less: Current obligations under leases	30,282
Long-term lease obligations	$ 391,079	$ 0	$ 0

LEASES (Future Minimum Operating Lease Payments) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
LEASES [Abstract]
2019	$ 47,979
2020	43,540
2021	35,732
2022	27,463
2023	19,707
Thereafter	195,104
Total	$ 369,525

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Income tax benefit recognition threshold more likely than not			50.00%
Income tax expense	$ 53,472	$ 40,663	$ 111,764	$ 75,805
Forecast [Member]
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards					$ 67,064
Net operating loss carryforwards, valuation allowance					29,678
Alabama [Member] \| State [Member] \| Earliest Tax Year [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards expiration year			2023
Alabama [Member] \| State [Member] \| Latest Tax Year [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards expiration year			2032
Alabama [Member] \| Forecast [Member]
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards					64,619
Net operating loss carryforwards, valuation allowance					$ 29,183

REVENUES (Narrative) (Details)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2019

USD ($)

Sep. 30, 2018

USD ($)

Sep. 30, 2019

USD ($)

item

Sep. 30, 2018

USD ($)

Dec. 31, 2013

USD ($)

Dec. 31, 2012

USD ($)

Sep. 30, 2020

USD ($)

Number of quarries | item

Revenues

^[1]

$ 1,418,758

$ 1,240,197

$ 3,742,951

$ 3,294,822

8

Proceeds from sale of future production

$ 226,926

Term of the VPPs

25 years

Service [Member]

Revenues

75,508

70,385

$ 175,280

145,127

Minimum [Member]

Coverage of warranty provisions

9 months

Maximum [Member]

Coverage of warranty provisions

1 year

Maximum [Member] | Construction Paving [Member]

Costs for paving contracts expense, expected amortization period

1 year

Forecast [Member]

Estimated deferred revenue to be recognized in the next 12 months

$ 7,500

Aggregates [Member] | Minimum [Member]

Revenues

^[1]

$ 1,033,438

$ 904,866

$ 2,787,019

$ 2,431,919

Percent of shipments used for publicly funded construction

45.00%

Aggregates [Member] | Maximum [Member]

Percent of shipments used for publicly funded construction

55.00%

[1]

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

REVENUES (Revenues by Geographic Market) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Segment Reporting, Revenue Reconciling Item [Line Items]

Operating Segments [Member]

^[1]

$ 1,418,758

$ 1,240,197

$ 3,742,951

$ 3,294,822

Segment Reporting, Revenue Reconciling Item [Line Items]

Intersegment Sales [Member]

^[1]

1,518,405

1,319,062

3,986,043

3,502,556

Segment Reporting, Revenue Reconciling Item [Line Items]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

(99,647)

(78,865)

(243,092)

(207,734)

East [Member]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

520,893

449,381

1,275,340

1,138,082

Gulf Coast [Member]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

649,867

552,872

1,829,350

1,542,406

West [Member]

^[1]

347,645

316,809

881,353

822,068

Segment Reporting, Revenue Reconciling Item [Line Items]

Aggregates [Member] | Operating Segments [Member]

^[1]

1,033,438

904,866

2,787,019

2,431,919

Segment Reporting, Revenue Reconciling Item [Line Items]

Aggregates [Member] | Intersegment Sales [Member]

^[1],[2]

1,133,085

983,731

3,030,111

2,639,653

Segment Reporting, Revenue Reconciling Item [Line Items]

Aggregates [Member] | East [Member]

^[1]

(99,647)

(78,865)

(243,092)

(207,734)

Segment Reporting, Revenue Reconciling Item [Line Items]

Aggregates [Member] | Gulf Coast [Member]

^[1]

387,291

331,147

951,543

827,605

Segment Reporting, Revenue Reconciling Item [Line Items]

Aggregates [Member] | West [Member]

^[1]

565,607

489,299

1,615,987

1,377,568

Segment Reporting, Revenue Reconciling Item [Line Items]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

180,187

163,285

462,581

434,480

Asphalt [Member]

Asphalt [Member] | Operating Segments [Member]

^[1]

270,237

231,700

649,490

547,363

Segment Reporting, Revenue Reconciling Item [Line Items]

Asphalt [Member] | Intersegment Sales [Member]

^[1],[3]

270,237

231,700

649,490

547,363

Segment Reporting, Revenue Reconciling Item [Line Items]

Asphalt [Member] | East [Member]

^[1]

0

Segment Reporting, Revenue Reconciling Item [Line Items]

Asphalt [Member] | Gulf Coast [Member]

^[1]

59,156

52,263

123,764

113,331

Segment Reporting, Revenue Reconciling Item [Line Items]

Asphalt [Member] | West [Member]

^[1]

63,803

47,220

157,581

100,708

Segment Reporting, Revenue Reconciling Item [Line Items]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

147,278

132,217

368,145

333,324

Concrete [Member]

Concrete [Member] | Operating Segments [Member]

^[1]

112,964

101,719

300,369

309,404

Segment Reporting, Revenue Reconciling Item [Line Items]

Concrete [Member] | Intersegment Sales [Member]

^[1]

112,964

101,719

300,369

309,404

Segment Reporting, Revenue Reconciling Item [Line Items]

Concrete [Member] | East [Member]

^[1]

0

Segment Reporting, Revenue Reconciling Item [Line Items]

Concrete [Member] | Gulf Coast [Member]

^[1]

74,446

65,971

200,033

197,146

Segment Reporting, Revenue Reconciling Item [Line Items]

Concrete [Member] | West [Member]

^[1]

18,338

14,441

49,709

57,994

Segment Reporting, Revenue Reconciling Item [Line Items]

Segment Reporting, Revenue Reconciling Item [Line Items]

^[1]

20,180

21,307

50,627

54,264

Calcium [Member]

Calcium [Member] | Operating Segments [Member]

^[1]

2,119

1,912

6,073

6,136

Segment Reporting, Revenue Reconciling Item [Line Items]

Calcium [Member] | Intersegment Sales [Member]

^[1]

2,119

1,912

6,073

6,136

Segment Reporting, Revenue Reconciling Item [Line Items]

Calcium [Member] | East [Member]

^[1]

0

Segment Reporting, Revenue Reconciling Item [Line Items]

Calcium [Member] | Gulf Coast [Member]

^[1]

0

Segment Reporting, Revenue Reconciling Item [Line Items]

Calcium [Member] | West [Member]

^[1]

2,119

1,912

6,073

6,136

Segment Reporting, Revenue Reconciling Item [Line Items]

Disaggregation of Revenue [Line Items]

^[1]

$ 0

[1]

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

[2]

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.

[3]

Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business.

REVENUES (Freight & Delivery Revenues) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Freight & Delivery Revenues [Member]

^[1]

$ 1,418,758

$ 1,240,197

$ 3,742,951

$ 3,294,822

Disaggregation of Revenue [Line Items]

Total Revenues Excluding Freight & Delivery [Member]

^[2]

(206,929)

(175,194)

(566,330)

(476,491)

Disaggregation of Revenue [Line Items]

$ 1,211,829

$ 1,065,003

$ 3,176,621

$ 2,818,331

[1]

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

[2]

Includes freight & delivery to remote distribution sites

REVENUES (Reconciliation of Deferred Revenue Balances) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
REVENUES [Abstract]
Balance at beginning of period	$ 189,052	$ 196,296	$ 192,783	$ 199,556
Revenue recognized from deferred revenue	(2,125)	(1,997)	(5,856)	(5,257)
Balance at end of period	$ 186,927	$ 194,299	$ 186,927	$ 194,299

FAIR VALUE MEASUREMENTS (Narrative) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($) item	Sep. 30, 2018 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of Rabbi Trusts established \| item	2
Net gains (losses) of the Rabbi Trust investments	$ 2,843	$ (222)
Unrealized net gains (losses) of the Rabbi Trust investments	$ 2,879	$ (214)

FAIR VALUE MEASUREMENTS (Fair Value Measurement on Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 22,667	$ 19,164	$ 21,504
Level 1 [Member] \| Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	22,667	19,164	21,504
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	190	1,015	1,332
Level 2 [Member] \| Money Market Mutual Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 190	$ 1,015	$ 1,332

DERIVATIVE INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Derivative [Line Items]
Interest rate hedges	$ (11,011)	$ (11,180)	$ (8,771)
Designated as Hedging Instrument [Member] \| Cash Flow Hedges [Member] \| Interest Rate Swap [Member]
Derivative [Line Items]
Estimated amount of pretax loss in AOCI reclassified to earnings for the next 12-month period	$ (325)

DERIVATIVE INSTRUMENTS (Effects of Changes in Fair Values of Derivatives Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Interest Rate Swap [Member] \| Cash Flow Hedges [Member] \| Designated as Hedging Instrument [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Loss reclassified from AOCI (effective portion)	$ (78)	$ (72)	$ (229)	$ (232)

DEBT (Narrative) (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Mar. 31, 2018

USD ($)

Feb. 28, 2018

USD ($)

Jan. 31, 2018

USD ($)

Sep. 30, 2018

USD ($)

Mar. 31, 2018

USD ($)

Sep. 30, 2019

USD ($)

item

Sep. 30, 2018

USD ($)

Dec. 31, 2018

USD ($)

Dec. 31, 2017

USD ($)

Discounts and debt issuance costs

$ 3,730,000

$ 3,927,000

Repayments of long term debt

$ 2,846,402,000

2,846,378,000

2,846,402,000

$ 2,846,396,000

$ 17,000

892,049,000

Net proceeds

$ 846,029,000

Net noncash expense

$ 466,000

Premium for repayments of debt

5,608,000

Transaction costs for repayments of debt

1,314,000

Combined charge, component of interest expense

7,388,000

Term Loan Due 2018 [Member]

$ 350,000,000

Investment-Grade Type Covenants Governed [Member]

2018

Number of indentures with customary investment-grade type covenants | item

3

7.50% notes due 2021 [Member]

2021

Maximum borrowing capacity

$ 750,000,000

Commitment fee

0.15%

Available borrowing capacity

$ 696,750,000

Bank Line of Credit [Member] | LIBOR [Member]

2021

Borrowings

$ 0

Bank Line of Credit [Member] | Base Rate [Member]

1.25%

Bank Line of Credit [Member] | Maximum, Upon Certain Acquisitions [Member]

0.25%

Standby Letters of Credit [Member]

Debt to EBITDA ratio

3.75

Outstanding standby letters of credit

$ 53,250,000

Period of standby letters of credit

1 year

Standby Letters of Credit [Member] | LIBOR [Member]

Maximum [Member] | Bank Line of Credit [Member]

0.175%

Maximum [Member] | Bank Line of Credit [Member] | LIBOR [Member]

Debt to EBITDA ratio

3.5

Commitment fee

0.25%

Maximum [Member] | Bank Line of Credit [Member] | Base Rate [Member]

1.75%

Minimum [Member] | Bank Line of Credit [Member]

0.75%

EBITDA to net cash interest expense ratio

3.0

Commitment fee

0.10%

Minimum [Member] | Bank Line of Credit [Member] | LIBOR [Member]

Minimum [Member] | Bank Line of Credit [Member] | Base Rate [Member]

1.00%

0.00%

Notes [Member]

Notes [Member] | Term Loan Due 2018 [Member]

$ 2,846,378,000

Notes [Member] | Term Loan Due 2021 [Member] | Term Loan Due 2018 [Member]

2021

Notes [Member] | Investment-Grade Type Covenants Governed [Member]

250,000,000

Notes [Member] | 7.50% notes due 2021 [Member]

$ 2,846,187,000

Premium for repayments of debt

$ 35,111,000

7.50%

$ 263,000

40,719,000

$ 5,608,000

Notes [Member] | 4.70% notes due 2048 [Member]

460,949,000

$ 460,948,000

460,949,000

$ 460,949,000

2048

Face value

$ 460,949,000

$ 350,000,000

$ 460,949,000

Premium for repayments of debt

4.70%

Net noncash expense

$ 203,000

38,164,000

Notes [Member] | Floating-Rate Notes Due 2021 [Member]

500,000,000

$ 500,000,000

500,000,000

$ 500,000,000

Notes [Member] | 7.15% notes due 2037 [Member]

2021

Face value

$ 500,000,000

129,239,000

$ 129,239,000

129,239,000

240,188,000

Repayments of long term debt

2037

$ 110,949,000

Transaction costs for repayments of debt

7.15%

$ 1,314,000

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 250,000,000

2021

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

DEBT (Debt) (Details) - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Sep. 30, 2018

Mar. 31, 2018

Feb. 28, 2018

Dec. 31, 2017

Total short-term debt

$ 0

$ 133,000

$ 200,000

Unamortized discounts and debt issuance costs

2,846,378

2,846,396

2,846,402

(63,286)

(67,016)

(68,250)

Total long-term debt - book value

2,783,092

2,779,380

2,778,152

Less current maturities

24

23

Total long-term debt - reported value

2,783,068

2,779,357

2,778,129

Estimated fair value of long-term debt

3,036,337

2,695,802

2,743,429

Total short-term debt

^[1],[2]

$ 0

133,000

200,000

2021

^[1],[2]

1.25%

$ 0

^[1]

0

^[1]

0

^[1]

$ 250,000

2021

Notes [Member]

Notes [Member] | Floating-Rate Notes Due 2020 [Member]

$ 2,846,378

^[3]

$ 250,000

250,000

2020

Notes [Member] | Floating-Rate Notes Due 2021 [Member]

^[3]

3.06%

$ 500,000

500,000

2021

Notes [Member] | 8.85% notes due 2021 [Member]

2.99%

$ 6,000

6,000

8.85%

2021

Notes [Member] | 4.50% notes due 2025 [Member]

8.88%

$ 400,000

400,000

4.50%

2025

Notes [Member] | 3.90% notes due 2027 [Member]

4.65%

$ 400,000

400,000

3.90%

2027

Notes [Member] | 7.15% notes due 2037 [Member]

4.00%

$ 129,239

129,239

$ 240,188

7.15%

2037

Notes [Member] | 4.50% notes due 2047 [Member]

8.05%

$ 700,000

700,000

4.50%

2047

Notes [Member] | 4.70% notes due 2048 [Member]

4.59%

$ 460,948

$ 460,949

460,949

4.70%

2048

5.42%

Other Notes [Member]

$ 191

$ 208

$ 214

6.46%

[1]	Borrowings on the bank line of credit are classified as short-term debt if we intend to repay within twelve months and as long-term debt if we have the intent and ability to extend payment beyond twelve months.
[2]	The effective interest rate reflects the margin above LIBOR for LIBOR-based borrowings. We also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.
[3]	This debt is classified as long-term since we intend to refinance it and have the ability to do so by borrowing on our line of credit.

DEBT (Standby Letters of Credit) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Reclamation/restoration requirements	$ 224,067	$ 223,497	$ 225,726	$ 226,084	$ 215,421	$ 218,117
Standby Letters of Credit [Member]
Line of Credit Facility [Line Items]
Risk management insurance	45,331
Reclamation/restoration requirements	7,919
Total	$ 53,250

COMMITMENTS AND CONTINGENCIES (Narrative) (Details)	1 Months Ended						3 Months Ended		9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Narrative) (Details)	Jun. 30, 2019 USD ($)	Oct. 31, 2018 mi	Dec. 31, 2017 USD ($)	Sep. 30, 2017 item	Mar. 31, 2016 mi	May 31, 2007 entity mi	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) item	Dec. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)
Loss Contingencies [Line Items]
Asset retirement obligations	$ 223,497,000		$ 218,117,000				$ 225,726,000	$ 226,084,000	$ 224,067,000	$ 225,726,000	$ 215,421,000
Number of groundwater extraction wells \| item				2
Contingency loss									0
Operating lease liabilities									$ 421,361,000
Parent Company [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage			15.00%
New York Water District Cases [Member]
Loss Contingencies [Line Items]
Number of cases \| item									24
EPA Administrative Order [Member]
Loss Contingencies [Line Items]
Total amount of damages claimed	$ 193,750
Cooperating Parties Group [Member]
Loss Contingencies [Line Items]
Number of other companies to perform a Remedial Investigation/ Feasibility Study related to the Lower Passaic River Clean-Up lawsuit \| entity						70
Number of miles of the River used in the Remedial Investigation/Feasibility Study \| mi						17
Number of miles for bank-to-bank dredging remedy \| mi		9			8
Occidental Chemical Co [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage			50.00%
Texas Brine [Member]
Loss Contingencies [Line Items]
Judge ruled allocation of fault among defendants, percentage			35.00%
Number of cases \| item									2
Minimum [Member] \| NAFTA Arbitration [Member]
Loss Contingencies [Line Items]
Arbitration period									2 years
Maximum [Member] \| EPA [Member]
Loss Contingencies [Line Items]
Estimated implementation costs									$ 1,380,000,000
Standby Letters of Credit [Member]
Loss Contingencies [Line Items]
Outstanding standby letters of credit									53,250,000
Hewitt Landfill Matter [Member]
Loss Contingencies [Line Items]
Life-to-date total accruals									$ 34,271,000
Increase in accrual of liability for claims and litigation							$ 10,392,000	$ 8,640,000		$ 19,032,000

ASSET RETIREMENT OBLIGATIONS (Narrative) (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) a property	Sep. 30, 2018 USD ($)
Asset Retirement Obligations [Line Items]
Reclamation activities	$ 2,684	$ 2,649	$ 9,650	$ 10,476
California [Member]
Asset Retirement Obligations [Line Items]
Reclamation activities			$ 2,403	$ 6,108
Adjacent aggregates sites \| property			2
Property, acres \| a			90

ASSET RETIREMENT OBLIGATIONS (Asset Retirement Obligations Operating Costs) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
ASSET RETIREMENT OBLIGATIONS [Abstract]
Accretion	$ 2,744	$ 2,684	$ 8,194	$ 8,036
Depreciation	1,720	1,512	5,361	4,192
Total	$ 4,464	$ 4,196	$ 13,555	$ 12,228

ASSET RETIREMENT OBLIGATIONS (Reconciliations of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
ASSET RETIREMENT OBLIGATIONS [Abstract]
Balance at beginning of period	$ 223,497	$ 215,421	$ 225,726	$ 218,117
Liabilities incurred	0	0	263	0
Liabilities settled	(2,684)	(2,649)	(9,650)	(10,476)
Accretion expense	2,744	2,684	8,194	8,036
Revisions, net	510	10,628	(466)	10,407
Balance at end of period	$ 224,067	$ 226,084	$ 224,067	$ 226,084

BENEFIT PLANS (Narrative) (Details) $ in Thousands	3 Months Ended			9 Months Ended
BENEFIT PLANS (Narrative) (Details) $ in Thousands	Sep. 30, 2019 USD ($) entity	Sep. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Sep. 30, 2019 USD ($) entity	Sep. 30, 2018 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Number of funded, noncontributory defined benefit pension plans				3
Number of unfunded, nonqualified pension plans				3
Number of defined contribution plans	2			2
Normal retirement age				65 years
Expense recognized related to defined contribution plans \| $	$ 13,646	$ 10,376		$ 41,246	$ 30,521
Discretionary Employer Contribution [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions \| $			$ 100,000

BENEFIT PLANS (Components of Net Periodic Benefit Cost- Pension Benefits) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Components of Net Periodic Benefit Cost
Service cost	$ 1,248	$ 1,429	$ 3,746	$ 4,287
Interest cost	9,410	8,876	28,230	26,627
Expected return on plan assets	(11,938)	(14,797)	(35,813)	(44,391)
Amortization of prior service cost	335	335	1,005	1,005
Amortization of actuarial loss	1,358	2,457	4,074	7,370
Net periodic benefit cost (credit)	413	(1,700)	1,242	(5,102)
Pretax reclassification from AOCI included in net periodic pension benefit cost	$ 1,693	$ 2,792	$ 5,079	$ 8,375

BENEFIT PLANS (Components of Net Periodic Benefit Cost- Other Postretirement Benefits) (Details) - Postretirement Benefits [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Components of Net Periodic Benefit Cost
Service cost	$ 329	$ 339	$ 988	$ 1,018
Interest cost	347	310	1,041	930
Amortization of prior service credit	(980)	(991)	(2,939)	(2,972)
Amortization of actuarial gain	(327)	(324)	(981)	(973)
Net periodic benefit cost (credit)	(631)	(666)	(1,891)	(1,997)
Pretax reclassifications from AOCI included in net periodic postretirement benefit credit	$ (1,307)	$ (1,315)	$ (3,920)	$ (3,945)

OTHER COMPREHENSIVE INCOME (Accumulated Other Comprehensive Income, Net of Tax) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
OTHER COMPREHENSIVE INCOME [Abstract]
Interest rate hedges	$ (11,011)	$ (11,180)	$ (8,771)
Pension and postretirement plans	(160,179)	(161,035)	(134,754)
Total	$ (171,190)	$ (172,215)	$ (143,525)

OTHER COMPREHENSIVE INCOME (Changes in Accumulated Other Comprehensive Income, Net of Tax) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	$ (172,215)
Amounts reclassified from AOCI	1,025
AOCI, Ending balance	(171,190)
Interest Rate Hedge Losses [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	(11,180)
Amounts reclassified from AOCI	169
AOCI, Ending balance	(11,011)
Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	(161,035)
Amounts reclassified from AOCI	856
AOCI, Ending balance	$ (160,179)

OTHER COMPREHENSIVE INCOME (Amounts Reclassified from Accumulated Other Comprehensive Income to Earnings) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ (32,197)	$ (33,547)	$ (98,165)	$ (104,566)
Other nonoperating expense	359	4,890	5,954	12,708
Benefit from income taxes	53,472	40,663	111,764	75,805
Total	215,713	179,151	476,569	391,783
Reclassification From AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total	343	1,144	1,025	3,445
Interest Rate Hedge Losses [Member] \| Reclassification From AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	78	72	229	232
Benefit from income taxes	(21)	(19)	(60)	(61)
Total	57	53	169	171
Pension and Postretirement Plan Actuarial Loss and Prior Service Cost [Member] \| Reclassification From AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other nonoperating expense	386	1,477	1,159	4,430
Benefit from income taxes	(100)	(386)	(303)	(1,156)
Total	$ 286	$ 1,091	$ 856	$ 3,274

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

EQUITY (Narrative) (Details)	9 Months Ended
EQUITY (Narrative) (Details)	Sep. 30, 2019 item $ / shares shares	Dec. 31, 2018 $ / shares shares	Sep. 30, 2018 $ / shares shares
EQUITY [Abstract]
Common stock, par value \| $ / shares	$ 1	$ 1	$ 1
Common stock, shares authorized	480,000,000	480,000,000	480,000,000
Number of votes per common stock \| item	1
Preferred stock, shares authorized	5,000,000
Preferred stock issued	0
Number of shares held in treasury	0	0	0
Shares remaining under the current authorization repurchase program	8,279,189

EQUITY (Shares Purchased and Retired) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
EQUITY [Abstract]
Shares Purchased and Retired, Number	19	866	1,192
Shares Purchased and Retired, Total purchase price	$ 2,602	$ 99,916	$ 133,983
Shares Purchased and Retired, Average price per share	$ 139.90	$ 115.31	$ 112.41

EQUITY (Changes in Total Equity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
EQUITY [Abstract]
Balance at beginning of period	$ 5,371,447	$ 5,020,630	$ 5,202,903	$ 4,968,893
Net earnings	215,713	179,151	476,569	391,783
Share-based compensation plans, net of shares withheld for taxes	(12,091)	(32)	(37,528)	(31,370)
Purchase and retirement of common stock	(2,602)	(24,995)	(2,602)	(99,916)
Share-based compensation expense	10,445	6,887	24,815	21,650
Cash dividends on common stock ($0.31/$0.28/$0.93/$0.84 per share, respectively)	(41,016)	(36,996)	(122,943)	(111,192)
Other comprehensive income	343	1,144	1,025	5,941
Balance at end of period	$ 5,542,239	$ 5,145,789	$ 5,542,239	$ 5,145,789
Cash dividend on common stock, per share	$ 0.31	$ 0.28	$ 0.93	$ 0.84

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

SEGMENT REPORTING (Narrative) (Details)	9 Months Ended
SEGMENT REPORTING (Narrative) (Details)	Sep. 30, 2019 segment
SEGMENT REPORTING [Abstract]
Number of operating segments	4
Number of reportable segments	4

SEGMENT REPORTING (Segment Financial Disclosure) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Dec. 31, 2018

Dec. 31, 2017

^[1]

$ 1,418,758

$ 1,240,197

$ 3,742,951

$ 3,294,822

Depreciation, Depletion, Accretion and Amortization (DDA&A)

400,643

343,142

962,820

825,661

96,247

89,390

278,925

256,463

Cash and cash equivalents and restricted cash

91,102

43,069

91,102

43,069

$ 44,404

$ 146,646

Operating Segments [Member]

10,539,673

9,875,635

10,539,673

9,875,635

$ 9,832,130

^[1]

1,518,405

1,319,062

3,986,043

3,502,556

Intersegment Sales [Member]

10,310,394

9,724,532

10,310,394

9,724,532

^[1]

(99,647)

(78,865)

(243,092)

(207,734)

Aggregates [Member] | Operating Segments [Member]

^[1]

1,033,438

904,866

2,787,019

2,431,919

^[1],[2]

1,133,085

983,731

3,030,111

2,639,653

Depreciation, Depletion, Accretion and Amortization (DDA&A)

357,202

303,787

872,133

735,484

78,978

72,729

227,259

208,420

Aggregates [Member] | Intersegment Sales [Member]

^[3]

9,403,342

8,890,421

9,403,342

8,890,421

^[1]

(99,647)

(78,865)

(243,092)

(207,734)

Asphalt [Member]

Asphalt [Member] | Operating Segments [Member]

^[1]

270,237

231,700

649,490

547,363

^[1],[4]

270,237

231,700

649,490

547,363

Depreciation, Depletion, Accretion and Amortization (DDA&A)

27,639

23,857

51,950

49,853

8,909

8,428

26,343

22,728

Asphalt [Member] | Intersegment Sales [Member]

^[3]

601,059

551,336

601,059

551,336

^[1]

0

Concrete [Member]

Concrete [Member] | Operating Segments [Member]

^[1]

112,964

101,719

300,369

309,404

^[1]

112,964

101,719

300,369

309,404

Depreciation, Depletion, Accretion and Amortization (DDA&A)

15,037

14,587

36,487

38,098

3,371

3,041

9,662

9,504

Concrete [Member] | Intersegment Sales [Member]

^[3]

302,003

278,487

302,003

278,487

^[1]

0

Calcium [Member]

Calcium [Member] | Operating Segments [Member]

^[1]

2,119

1,912

6,073

6,136

^[1]

2,119

1,912

6,073

6,136

Depreciation, Depletion, Accretion and Amortization (DDA&A)

765

911

2,250

2,226

59

68

177

207

Calcium [Member] | Intersegment Sales [Member]

^[3]

3,990

4,288

3,990

4,288

^[1]

0

Other Segments [Member]

Depreciation, Depletion, Accretion and Amortization (DDA&A)

4,930

5,124

15,484

15,604

Corporate [Member]

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

$ 138,177

$ 108,034

$ 138,177

$ 108,034

[1]

¹

The geographic markets are defined by states/countries as follows:

East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, North Carolina, Pennsylvania, Tennessee, Virginia, and Washington D.C.

Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mexico, Mississippi, Oklahoma, South Carolina, Texas and the Bahamas

West market — Arizona, California and New Mexico

[2]

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.

[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]

Includes product sales, as well as service revenues (see Note 4) from our asphalt construction paving business.

SUPPLEMENTAL CASH FLOW INFORMATION (Supplemental Information Referable to Condensed Consolidated Statements of Cash Flows) (Details) - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Interest (exclusive of amount capitalized)

$ 85,140

$ 82,339

Income taxes

46,955

(99,585)

Accrued liabilities for purchases of property, plant & equipment

28,828

30,588

Recognition of new asset retirement obligations

263

0

Right-of-use assets obtained in exchange for new operating lease liabilities

^[1]

438,517

0

Amounts referable to business acquisitions Liabilities assumed

^[2]

3,525

5,056

Amounts referable to business acquisitions Consideration payable to seller

$ 0

$ 9,500

[1]	The 2019 amount includes the initial right-of-use assets resulting from our adoption of ASU 2016-02, “Leases,” as described in Note 17.
[2]	Includes adjustments to prior year acquisitions

GOODWILL (Narrative) (Details) $ in Thousands	9 Months Ended
GOODWILL (Narrative) (Details) $ in Thousands	Sep. 30, 2019 USD ($) segment	Sep. 30, 2018 USD ($)
Goodwill [Line Items]
Goodwill impairment charges	$ 0	$ 0
Number of Reportable Segments \| segment	4
Calcium [Member]
Goodwill [Line Items]
Goodwill, accumulated impairment losses	$ 252,664

GOODWILL (Changes in Carrying Amount of Goodwill by Reportable Segment) (Details)
$ in Thousands

9 Months Ended

Sep. 30, 2019

USD ($)

$ 3,165,396

1,665

^[1]

3,167,061

3,073,763

1,665

^[1]

3,075,428

Asphalt [Member]

91,633

0

^[1]

91,633

Concrete [Member]

0

0

^[1]

0

Calcium [Member]

0

0

^[1]