SEC Form SD filed by Vulcan Materials Company (Holding Company)
$VMC
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Vulcan Materials Company
(Exact name of registrant as specified in its charter)
| New Jersey | 001-33841 | 20-8579133 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No) | ||||||
1200 Urban Center Drive | ||||||||
| Birmingham, Alabama | 35242 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| Denson N. Franklin III | (205) 298-3000 | |||||||
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
o Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, ____.
þ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Not applicable.
Item 1.02 Exhibit
Not applicable.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Disclosure of Payments by Resource Extraction Issuers
The payment disclosure required by this Item 2.01 is included as Exhibit 2.01 to this Form SD.
Report on payments to governments for the year ended December 31, 2023
This report provides a consolidated overview of the payments to governments made by Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”) and our consolidated subsidiaries for the year ended December 31, 2023.
All payments are reported in U.S. dollars. Payments that were made in currencies other than in U.S. dollars have been converted to U.S. dollars using the exchange rates as of December 31, 2023.
Our business segments
Our business segments are organized around our principal product lines: aggregates, asphalt mix and ready-mixed concrete. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. We have three business segments:
•Aggregates Segment: As the largest U.S. supplier of construction aggregates, we have mining properties across the U.S. and in the Bahamas, Canada, Honduras, Mexico and the U.S. Virgin Islands. For additional information regarding our Mexican operations, see the NAFTA Arbitration section in the Note titled "Commitments and Contingencies" to the condensed consolidated financial statements in our most recent periodic report. Our primary focus is serving states and metropolitan markets in the U.S. 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. Aggregates provide the basic material for the infrastructure needed to maintain and expand the U.S. economy. Instruction 13 to Item 2.01 of Form SD currently provides that "minerals," as used in Item 2.01, includes any material for which an issuer with mining operations would provide disclosure under subpart 1300 of Regulation S-K or any successor requirements or policies. Applying this Instruction, our Aggregates segment is involved in the commercial development of minerals (crushed stone, sand and gravel).
•Asphalt Segment: While aggregates is our focus and primary business, we produce and sell aggregates-intensive asphalt mix products in certain domestic markets. Aggregates are a major component in asphalt mix, comprising approximately 95% by weight of this product. We meet the aggregates requirements for our Asphalt segment primarily through our Aggregates segment. Our Asphalt segment is not involved in the commercial development of minerals.
•Concrete Segment: While aggregates is our focus and primary business, we produce and sell aggregates-intensive ready-mixed concrete products in certain domestic markets. Aggregates are a major component in ready-mixed concrete, comprising approximately 80% by weight of this product. We meet the aggregates requirements for our Concrete segment primarily through our Aggregates segment. Our Concrete segment is not involved in the commercial development of minerals.
Our projects
This report discloses the payments made by us to governments for the commercial development of minerals (aggregates), which includes the exploration, extraction, processing, and export of such minerals, or the acquisition of a license for any such activity by our Aggregates segment.
As of December 31, 2023, we had 350 mining properties of which we were actively mining 236 properties, developing 80 properties and exploring the development of the remaining 34 properties. The type of mineral being commercially developed at all of our mining properties is similar (crushed stone, sand and gravel). Likewise, all of our mining operations utilize similar methods of extraction (open pit mining is utilized at all non-domestic mining properties and the vast majority of our domestic mining properties, with the few remaining domestic properties utilizing underground mining). Consequently, we have disclosed payments for mining properties as separate projects segregated by major subnational political jurisdiction where the commercial development of the resource is taking place.
•United States: extraction of crushed stone, sand and gravel primarily through open pit mining in 23 states and Washington, D.C., and the U.S. Virgin Islands. We consider these 342 mining properties as one project.
•Freeport, Bahamas: extraction of crushed stone through open pit mining. We consider this mining property as one project.
•British Columbia, Canada: extraction of crushed stone, sand and gravel through open pit mining. We consider these 5 mining properties as one project.
•Puerto Cortes, Honduras: extraction of crushed stone through open pit mining. We consider this mining property as one project.
•Quintana Roo, Mexico: extraction of crushed stone through open pit mining. We consider this mining property as one project.
As of December 31, 2023, we had exploration stage mining properties in eleven states and Canada. Pursuant to Item 2.01(b)(1) of Form SD, we are delaying disclosing payment information related to exploratory activities conducted at these mining properties until our Form SD submitted for the fiscal year ending December 31, 2024, which is the fiscal year immediately following the fiscal year in which payments were made.
Section 3 – Exhibits
Item 3.01 Exhibits
The following exhibits are included as part of this report:
| Exhibit Number | Exhibit Description | ||||
Resource Extraction Payment Report for the fiscal year ended December 31, 2023 as required by Item 2.01 of this Form. | |||||
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
Vulcan Materials Company
By: | /s/ Denson N. Franklin III | Date: September 20, 2024 | |||||||||
Denson N. Franklin III | |||||||||||
Senior Vice President, General Counsel and Secretary | |||||||||||
| EXHIBIT 2.01 | ||||||||||||||
| RESOURCE EXTRACTION PAYMENT REPORT OF VULCAN MATERIALS COMPANY | ||||||||||||||
| FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 | ||||||||||||||
Project-level disclosure
The table below sets forth our payments made to governments, by project and type of payment:
| For the fiscal year ended December 31, 2023 | ||||||||||||||||||||||||||||||||
US $ in thousands 1 | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments for infrastructure improvements | Community and social responsibility payments | Total | |||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||
| United States | $ | 209,861 | 2 | $ | 1,039 | $ | 300 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 211,200 | |||||||||||||
Bahamas 3 | ||||||||||||||||||||||||||||||||
| Freeport | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| British Columbia | 1,397 | 4 | 91 | 85 | — | — | — | — | — | 1,573 | ||||||||||||||||||||||
| Honduras | ||||||||||||||||||||||||||||||||
| Puerto Cortes | 2,743 | 5 | — | 2,305 | 15 | — | — | — | 18 | 5,081 | ||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||
| Quintana Roo | 5,257 | 6 | — | 577 | 1,676 | — | — | — | 78 | 7,588 | ||||||||||||||||||||||
| Total | $ | 219,258 | $ | 1,130 | $ | 3,267 | $ | 1,691 | $ | — | $ | — | $ | — | $ | 96 | $ | 225,442 | ||||||||||||||
1.All payments are reported in U.S. dollars. Payments relating to the project in Canada were made in Canadian dollars, payments relating to the project in Honduras were made in Honduran lempiras, and payments relating to the project in Mexico were made in Mexican pesos. Such payments made in currencies other than in U.S. dollars have been converted to U.S. dollars using the exchange rates as of December 31, 2023.
2.Vulcan files a consolidated income tax return in the U.S., which includes all U.S. entities including the project listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rather than on a per-project basis. Accordingly, the Company has disclosed payments of taxes at the U.S. consolidated group level. The payments relate not to particular projects but to the consolidated U.S. income of the Company. This amount represents U.S. Federal income taxes of $235,799,000 paid in fiscal year 2023 multiplied by 89%, which is the percentage of gross profit attributable to our Aggregates segment.
3.Payments to the Bahamian government did not exceed $100,000 in the aggregate.
4.This amount includes $786,000 of income taxes and $292,000 of payroll withholding taxes paid to the Canadian Federal Government, $122,000 of employer health taxes paid to the British Columbia provincial government, and $197,000 of property taxes paid to the Port McNeill municipal government.
5.This amount includes $612,000 of income taxes, $1,337,000 of import/export taxes, $227,000 of payroll withholding taxes, $187,000 of mining taxes, and $4,000 of property taxes paid to the Honduran Central Government. This amount also includes $361,000 of municipal taxes, $6,000 of payroll withholding taxes, $4,000 of property taxes, and $5,000 for environmental fines paid to the Municipality of Puerto Cortes.
6.This amount includes $847,000 of income taxes, $2,305,000 of payroll withholding taxes and $11,000 of export/import taxes paid to the Mexican Federal government. This amount also includes $390,000 of payroll withholding taxes paid to the State of Quintana Roo, $606,000 of property taxes paid to the Municipality of Solidaridad, and $1,098,000 of property taxes paid to the Municipality of Cozumel.
Exhibit 2.01- Page 1
Government-level disclosure
The table below sets forth our payments made to governments, by government and type of payment:
| For the fiscal year ended December 31, 2023 | |||||||||||||||||||||||||||||
US $ in thousands 1 | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments for infrastructure improvements | Community and social responsibility payments | Total | ||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||
U.S. Federal Government 2 | $ | 209,861 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 209,861 | |||||||||||
| U.S. Bureau of Land Management | — | 1,039 | 50 | — | — | — | — | — | 1,089 | ||||||||||||||||||||
| U.S. Army Corp of Engineers | — | — | 250 | — | — | — | — | — | 250 | ||||||||||||||||||||
Bahamas 3 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| Canada | |||||||||||||||||||||||||||||
| Canadian Federal Government | 1,078 | — | — | — | — | — | — | — | 1,078 | ||||||||||||||||||||
| British Columbia Provincial Government | 122 | 91 | 85 | — | — | — | — | — | 298 | ||||||||||||||||||||
| Port McNeill Municipal Government | 197 | — | — | — | — | — | — | — | 197 | ||||||||||||||||||||
| Honduras | |||||||||||||||||||||||||||||
| Honduran Central Government | 2,367 | — | 2,303 | 14 | — | — | — | — | 4,684 | ||||||||||||||||||||
| Municipality of Puerto Cortes | 376 | — | 2 | 1 | — | — | — | 18 | 397 | ||||||||||||||||||||
| Mexico | |||||||||||||||||||||||||||||
| Mexican Federal Government | 3,163 | — | 577 | 1,156 | — | — | — | 78 | 4,974 | ||||||||||||||||||||
| State of Quintana Roo | 390 | — | — | — | — | — | — | — | 390 | ||||||||||||||||||||
| Municipality of Solidaridad | 606 | — | — | — | — | — | — | — | 606 | ||||||||||||||||||||
| Municipality of Cozumel | 1,098 | — | — | 520 | — | — | — | — | 1,618 | ||||||||||||||||||||
| Total | $ | 219,258 | $ | 1,130 | $ | 3,267 | $ | 1,691 | $ | — | $ | — | $ | — | $ | 96 | $ | 225,442 | |||||||||||
1.All payments are reported in U.S. dollars. Payments relating to the project in Canada were made in Canadian dollars, payments relating to the project in the Bahamas were made in Bahamian dollars, payments relating to the project in Honduras were made in Honduran lempiras, and payments relating to the project in Mexico were made in Mexican pesos. Such payments made in currencies other than in U.S. dollars have been converted to U.S. dollars using the exchange rates as of December 31, 2023.
2.The amount shown represents U.S. Federal income taxes of $235,799,000 paid in fiscal year 2023 multiplied by 89%, which is the percentage of gross profit attributable to our Aggregates segment.
3 Payments to the Bahamian government did not exceed $100,000 in the aggregate.
Exhibit 2.01- Page 2
Payment details disclosure
The table below provides the details of payments made to governments:
| For the fiscal year ended December 31, 2023 | ||||||||||||||||||||
| Subnational Jurisdiction | Government | Business Segment | Project | Resource | Extraction Method 7 | Amount (U.S. $ in thousands)1 | ||||||||||||||
| United States | ||||||||||||||||||||
| U.S. Federal Government | U.S. Federal Government | Aggregates | United States 2 | Stone, Sand and Gravel | Open pit | $ | 209,861 | |||||||||||||
| U.S. Federal Government | U.S. Bureau of Land Management | Aggregates | United States 2 | Stone, Sand and Gravel | Open pit | 1,089 | ||||||||||||||
| U.S. Federal Government | U.S. Army Corp of Engineers | Aggregates | United States 2 | Stone, Sand and Gravel | Open pit | 250 | ||||||||||||||
| Total | $ | 211,200 | ||||||||||||||||||
Bahamas 3 | — | Aggregates | Freeport | Stone | Open pit | — | ||||||||||||||
| Canada | ||||||||||||||||||||
| British Columbia | Canadian Federal Government | Aggregates | British Columbia 4 | Stone, Sand and Gravel | Open pit | $ | 1,078 | |||||||||||||
| British Columbia | British Columbia Provincial Government | Aggregates | British Columbia 4 | Stone, Sand and Gravel | Open pit | 298 | ||||||||||||||
| British Columbia | Port McNeil Municipal Government | Aggregates | British Columbia 4 | Stone, Sand and Gravel | Open pit | 197 | ||||||||||||||
| Total | $ | 1,573 | ||||||||||||||||||
| Honduras | ||||||||||||||||||||
| Cortes department | Honduran Central Government | Aggregates | Puerto Cortes 5 | Stone | Open pit | $ | 4,684 | |||||||||||||
| Cortes department | Municipality of Puerto Cortes | Aggregates | Puerto Cortes 5 | Stone | Open pit | 397 | ||||||||||||||
| Total | $ | 5,081 | ||||||||||||||||||
| Mexico | ||||||||||||||||||||
| State of Quintana Roo | Mexican Federal Government | Aggregates | Quintana Roo 6 | Stone | Open pit | $ | 4,974 | |||||||||||||
| State of Quintana Roo | State of Quintana Roo | Aggregates | Quintana Roo 6 | Stone | Open pit | 390 | ||||||||||||||
| State of Quintana Roo | Municipality of Solidaridad | Aggregates | Quintana Roo 6 | Stone | Open pit | 606 | ||||||||||||||
| State of Quintana Roo | Municipality of Cozumel | Aggregates | Quintana Roo 6 | Stone | Open pit | 1,618 | ||||||||||||||
| Total | $ | 7,588 | ||||||||||||||||||
1.All payments are reported in U.S. dollars. Payments relating to the project in Canada were made in Canadian dollars, payments relating to the project in Honduras were made in Honduran lempiras and payments relating to the project in Mexico were made in Mexican pesos. Such payments made in currencies other than in U.S. dollars have been converted to U.S. dollars using the exchange rates as of December 31, 2023.
2.Vulcan files a consolidated income tax return in the U.S., which includes all U.S. entities including the projects listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rather than on a per-project basis. Accordingly, the Company has disclosed payments of taxes at the U.S. Consolidated group level. The payments relate not to particular projects but to the consolidated U.S. income of the Company. The amount shown represents U.S. Federal income taxes of $235,799,000 paid in fiscal year 2023 multiplied by 89%, which is the percentage of gross profit attributable to our Aggregates segment.
3.Payments to the Bahamian government did not exceed $100,000 in the aggregate.
4.This amount includes $786,000 of income taxes and $292,000 of payroll withholding taxes paid to the Canadian Federal Government, $122,000 of employer health taxes paid to the British Columbia provincial government, and $197,000 of property taxes paid to the Port McNeill municipal government.
5.This amount includes $612,000 of income taxes, $1,337,000 of import/export taxes, $227,000 of payroll withholding taxes, $187,000 of mining taxes, and $4,000 of property taxes paid to the Honduran Central Government. This amount also includes $361,000 of municipal taxes, $6,000 of payroll withholding taxes, $4,000 of property taxes, and $5,000 for environmental fines paid to the Municipality of Puerto Cortes.
6.This amount includes $847,000 of income taxes, $2,305,000 of payroll withholding taxes and $11,000 of export/import taxes paid to the Mexican Federal government. This amount also includes $390,000 of payroll withholding taxes paid to the State of Quintana Roo, $606,000 of property taxes paid to the Municipality of Solidaridad, and $1,098,000 of property taxes paid to the Municipality of Cozumel.
7.Open pit mining is utilized at all non-domestic mining properties and the vast majority of our domestic mining properties, with the few remaining domestic properties utilizing underground mining.
Exhibit 2.01- Page 3