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ACQUISITIONS AND DIVESTITURES | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES BUSINESS ACQUISITIONS 2025 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2025, we completed no business acquisitions. 2024 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2024, we acquired operations in Alabama, North Carolina and Texas for total cash consideration of $206.4 million. For the full year 2024, including adjustments made in the current year, we acquired the following operations for total consideration of $2,305.6 million ($2,274.6 million cash and $31.0 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 September 30, 2024 | Nine Months Ended September 30, 2024
Supplemental Pro Forma Results |  |
Total revenues | $ | 2,106.4 |  | $ | 5,875.0 |
Net earnings attributable to Vulcan | 189.6 |  | 565.6 |
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) of assets acquired and liabilities assumed are summarized below:
in millions | September 30 2025
Fair Value of Purchase Consideration |
Cash | $ | 2,067.8 |
Payable to seller | 31.0 |
Total fair value of purchase consideration | $ | 2,098.8 |
Identifiable Assets Acquired and Liabilities Assumed |
Inventories | $ | 35.0 |
Property, plant & equipment | 1,929.7 |
Identifiable intangible assets | 244.2 |
Other assets | 61.9 |
Asset retirement obligations | (70.7) |
Deferred tax liabilities | (311.7) |
Other liabilities | (175.6) |
Net identifiable assets acquired | $ | 1,712.8 |
Goodwill | $ | 386.0 |
As a collective result of the Wake Stone and Superior acquisitions, as well as other immaterial acquisitions completed in 2024, we recognized $275.0 million of amortizable intangible assets and $395.0 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 $395.0 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, $83.3 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 nine months ended September 30, 2024. Certain Texas asphalt and construction paving operations met the criteria for held for sale as of September 30, 2025. The major classes of assets and liabilities classified as held for sale as of September 30 are presented in the table below. Subsequent to quarter end, we completed the sale of these Texas asphalt and construction paving assets. No material assets met the criteria for held for sale at December 31, 2024 and September 30, 2024.
in millions | September 30 2025 | December 31 2024 | September 30 2024
Held for Sale |  |  |
Inventory | $ | 10.8 |  | $ | 0.0 |  | $ | 0.0 |
Land and land improvements, net | 11.5 |  | 0.0 |  | 0.0 |
Buildings, machinery and equipment, net | 22.2 |  | 0.0 |  | 0.0 |
Operating leases, net | 27.0 |  | 0.0 |  | 0.0 |
Finance leases, net | 0.5 |  | 0.0 |  | 0.0 |
Amortizable intangible assets, net | 24.6 |  | 0.0 |  | 0.0 |
Other assets, net | 0.7 |  | 0.0 |  | 0.0 |
Total assets held for sale | $ | 97.3 |  | $ | 0.0 |  | $ | 0.0 |
Current operating lease liabilities | $ | (1.4) |  | $ | 0.0 |  | $ | 0.0 |
Current finance lease liabilities | (0.2) |  | 0.0 |  | 0.0 |
Noncurrent operating lease liabilities | (33.9) |  | 0.0 |  | 0.0 |
Noncurrent finance lease liabilities | (0.5) |  | 0.0 |  | 0.0 |
Other liabilities, net | (1.6) |  | 0.0 |  | 0.0 |
Total liabilities held for sale | $ | (37.6) |  | $ | 0.0 |  | $ | 0.0 |
Additionally, on October 28, 2025, we entered into an agreement for the disposition of our ready-mixed concrete businesses in California. Subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions, we expect to close this transaction in the fourth quarter of 2025. These assets did not meet the criteria for classification as held for sale at September 30, 2025.

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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 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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