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ACQUISITIONS AND DIVESTITURES | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES BUSINESS ACQUISITIONS 2025 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2025, we completed no business acquisitions. 2024 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2024, we acquired operations in North Carolina for cash consideration of $12.3 million. For the full year 2024, including adjustments made in the current year, we acquired the following operations for total consideration of $2,299.0 million ($2,261.4 million cash and $37.6 million noncash): ▪Alabama — aggregates, asphalt mix and construction paving operations ▪California — aggregates, asphalt and ready-mixed concrete operations ▪North Carolina — aggregates operations ▪South Carolina — aggregates operations ▪Texas — asphalt mix and construction paving operations While none of these acquisitions were individually material, our fourth quarter acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P. (Superior) were collectively material. The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan, Wake Stone and Superior as if they were combined as of January 1, 2023. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of these acquisitions. Consistent with the assumed acquisition date of January 1, 2023, the pro forma information excludes transactions between Vulcan, Wake Stone and Superior. The following pro forma information also includes: 1) charges directly attributable to the acquisitions, including acquisition related expenses; 2) cost of sales related to the sale of acquired inventory marked up to fair value; 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets; 4) interest expense reflecting the new debt structure; and 5) tax effects of the business combination:
in millions | Three Months Ended March 31, 2024
Supplemental Pro Forma Results |
Total revenues | $ | 1,644.0 |
Net earnings attributable to Vulcan | 77.0 |
The unaudited pro forma results above may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of 2023, nor does it intend to be a projection of future results. The fair value of consideration transferred for the Wake Stone and Superior acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment as well as working capital adjustments) of assets acquired and liabilities assumed are summarized below:
in millions | March 31 2025
Fair Value of Purchase Consideration |
Cash | $ | 2,054.6 |
Payable to seller | 37.6 |
Total fair value of purchase consideration | $ | 2,092.2 |
Identifiable Assets Acquired and Liabilities Assumed |
Inventories | $ | 35.0 |
Property, plant & equipment | 1,915.5 |
Identifiable intangible assets | 248.8 |
Other assets | 62.2 |
Asset retirement obligations | (46.5) |
Deferred tax liabilities | (310.5) |
Other liabilities | (173.7) |
Net identifiable assets acquired | $ | 1,730.8 |
Goodwill | $ | 361.4 |
As a collective result of the Wake Stone and Superior acquisitions, as well as other immaterial acquisitions completed in 2024, we recognized $279.7 million of amortizable intangible assets and $370.4 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of approximately 20 years and will be deductible for income tax purposes over 15 years. The $370.4 million of goodwill primarily represents deferred tax liabilities generated from carrying over the seller's tax basis in the assets acquired as well as synergies expected to be realized from acquiring established businesses with assets that have been assembled over a long period of time; the collection of those assets combined with our assets can earn a higher rate of return than either individually. Of the total goodwill recognized, $60.0 million will be deductible for income tax purposes. DIVESTITURES AND PENDING DIVESTITURES In 2025, we sold: ▪First quarter — non-strategic aggregates locations in rural West Texas with limited reserves resulting in an immaterial gain We had no significant divestitures through the three months ended March 31, 2024. No material assets met the criteria for held for sale at March 31, 2025, December 31, 2024 or March 31, 2024.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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