ACQUISITIONS AND DIVESTITURES	9 Months Ended
Sep. 30, 2021
ACQUISITIONS AND DIVESTITURES [Abstract]
ACQUISITIONS AND DIVESTITURES	Note 16: Acquisitions and Divestitures BUSINESS ACQUISITIONS 2021 BUSINESS ACQUISITIONS — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. (NASDAQ: USCR) for total consideration of $1,634,492,000, net of cash acquired: British Columbia, Canada — aggregates and aggregates blue-water transportation operationsCalifornia — aggregates distribution terminals and concrete operationsNew Jersey — aggregates and concrete operationsNew York — aggregates and concrete operationsOklahoma — aggregates and concrete operationsPennsylvania — concrete operationsTexas — aggregates and concrete operationsU.S. Virgin Islands — aggregates and concrete operationsWashington, D.C. — concrete operationsThe amounts of total revenues and net earnings attributable to Vulcan from the U.S. Concrete acquisition are included in our Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2021, as follows: Three Months Ended Nine Months Ended September 30 September 30in thousands2021 2021Actual Results Total revenues $ 141,067 $ 141,067 Net loss attributable to Vulcan $ (8,808) $ (8,808) The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and U.S. Concrete as if they were combined as of January 1, 2020. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of this combination. Consistent with the assumed acquisition date of January 1, 2020, the pro forma information excludes transactions between Vulcan and U.S. Concrete. The following pro forma information also includes 1) charges directly attributable to the acquisition, including acquisition related expenses of $21,092,000, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets and 4) interest expense and debt retirement costs reflecting the new debt structure: Three Months Ended Nine Months Ended September 30 September 30in thousands2021 2020 2021 2020 Supplemental Pro Forma Results Total revenues$ 1,731,856 $ 1,673,603 $ 4,755,124 $ 4,683,544 Net earnings attributable to Vulcan$ 225,458 $ 215,061 $ 543,676 $ 448,286 The unaudited pro forma results above may not be indicative of the results that would have been obtained had this acquisition occurred at the beginning of 2020, nor does it intend to be a projection of future results. The fair value of consideration transferred for the U.S. Concrete acquisition and the preliminary amounts (pending appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed as of the acquisition date are summarized below: August 26 in thousands2021 Fair Value of Purchase Consideration Cash 1$ 1,634,492 Total fair value of purchase consideration $ 1,634,492 Identifiable Assets Acquired and Liabilities Assumed Accounts and notes receivable, net$ 241,368 Inventories 80,083 Other current assets 11,087 Property, plant & equipment 1,136,617 Intangible assets 729,415 Other noncurrent assets 199,807 Deferred income taxes, net (274,226) Liabilities assumed (970,049) Noncontrolling interest (22,261) Net identifiable assets acquired$ 1,131,841 Goodwill$ 502,651 1Includes $1,268,507,000 paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384,402,000 of U.S. Concrete obligations paid on the acquisition date, less $18,417,000 of cash acquired. As a result of this acquisition, we recognized $729,415,000 of amortizable intangible assets and $502,651,000 of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $502,651,000 of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and synergies expected to be realized from acquiring an established business 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, $116,615,000 will be deductible for income tax purposes. 2020 BUSINESS ACQUISITIONS — For the full year 2020, we purchased the following operations, for total consideration of $73,416,000 ($43,223,000 cash and $30,193,000 noncash): business to support our aggregates operations across most of our footprintTexas — asphalt mix and recycle operations The 2020 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations or financial position either individually or collectively. As a result of the 2020 acquisitions, we recognized $65,545,000 of amortizable intangible assets and $5,051,000 of goodwill. The amortizable intangible assets will be amortized against earnings ($65,545,000 - straight-line basis over a weighted-average 20.0 years) and $25,712,000 will be deductible for income tax purposes over 15 years. The goodwill represents the balance of deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and is not deductible for income tax purposes. DIVESTITURES AND PENDING DIVESTITURES In 2021, we sold:First quarter — a reclaimed quarry in Southern California resulting in a pretax gain of $114,695,000 (net of a $12,900,000 contingency and other directly related obligations) In 2020, we sold:Fourth quarter — a Virginia ready-mix concrete business, resulting in an immaterial loss. We retained all real property which is being leased to the buyer and obtained a 20-year aggregates supply agreementSecond quarter — our New Mexico ready-mix concrete business, resulting in an immaterial gain. We retained the concrete plants and mobile fleet and are leasing these assets to the buyer. Additionally, we obtained a 20-year aggregates supply agreement No material assets met the criteria for held for sale at September 30, 2021, December 31, 2020 or September 30, 2020.

ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2021

ACQUISITIONS AND DIVESTITURES [Abstract]

Note 16: Acquisitions and Divestitures BUSINESS ACQUISITIONS 2021 BUSINESS ACQUISITIONS — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. (NASDAQ: USCR) for total consideration of $1,634,492,000, net of cash acquired: British Columbia, Canada — aggregates and aggregates blue-water transportation operationsCalifornia — aggregates distribution terminals and concrete operationsNew Jersey — aggregates and concrete operationsNew York — aggregates and concrete operationsOklahoma — aggregates and concrete operationsPennsylvania — concrete operationsTexas — aggregates and concrete operationsU.S. Virgin Islands — aggregates and concrete operationsWashington, D.C. — concrete operationsThe amounts of total revenues and net earnings attributable to Vulcan from the U.S. Concrete acquisition are included in our Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2021, as follows: Three Months Ended Nine Months Ended September 30 September 30in thousands2021 2021Actual Results Total revenues $ 141,067 $ 141,067 Net loss attributable to Vulcan $ (8,808) $ (8,808) The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan and U.S. Concrete as if they were combined as of January 1, 2020. The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of this combination. Consistent with the assumed acquisition date of January 1, 2020, the pro forma information excludes transactions between Vulcan and U.S. Concrete. The following pro forma information also includes 1) charges directly attributable to the acquisition, including acquisition related expenses of $21,092,000, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets and 4) interest expense and debt retirement costs reflecting the new debt structure: Three Months Ended Nine Months Ended September 30 September 30in thousands2021 2020 2021 2020 Supplemental Pro Forma Results Total revenues$ 1,731,856 $ 1,673,603 $ 4,755,124 $ 4,683,544 Net earnings attributable to Vulcan$ 225,458 $ 215,061 $ 543,676 $ 448,286 The unaudited pro forma results above may not be indicative of the results that would have been obtained had this acquisition occurred at the beginning of 2020, nor does it intend to be a projection of future results. The fair value of consideration transferred for the U.S. Concrete acquisition and the preliminary amounts (pending appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed as of the acquisition date are summarized below: August 26 in thousands2021 Fair Value of Purchase Consideration Cash 1$ 1,634,492 Total fair value of purchase consideration $ 1,634,492 Identifiable Assets Acquired and Liabilities Assumed Accounts and notes receivable, net$ 241,368 Inventories 80,083 Other current assets 11,087 Property, plant & equipment 1,136,617 Intangible assets 729,415 Other noncurrent assets 199,807 Deferred income taxes, net (274,226) Liabilities assumed (970,049) Noncontrolling interest (22,261) Net identifiable assets acquired$ 1,131,841 Goodwill$ 502,651 1Includes $1,268,507,000 paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384,402,000 of U.S. Concrete obligations paid on the acquisition date, less $18,417,000 of cash acquired. As a result of this acquisition, we recognized $729,415,000 of amortizable intangible assets and $502,651,000 of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $502,651,000 of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and synergies expected to be realized from acquiring an established business 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, $116,615,000 will be deductible for income tax purposes. 2020 BUSINESS ACQUISITIONS — For the full year 2020, we purchased the following operations, for total consideration of $73,416,000 ($43,223,000 cash and $30,193,000 noncash): business to support our aggregates operations across most of our footprintTexas — asphalt mix and recycle operations The 2020 acquisitions listed above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations or financial position either individually or collectively. As a result of the 2020 acquisitions, we recognized $65,545,000 of amortizable intangible assets and $5,051,000 of goodwill. The amortizable intangible assets will be amortized against earnings ($65,545,000 - straight-line basis over a weighted-average 20.0 years) and $25,712,000 will be deductible for income tax purposes over 15 years. The goodwill represents the balance of deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired and is not deductible for income tax purposes. DIVESTITURES AND PENDING DIVESTITURES In 2021, we sold:First quarter — a reclaimed quarry in Southern California resulting in a pretax gain of $114,695,000 (net of a $12,900,000 contingency and other directly related obligations) In 2020, we sold:Fourth quarter — a Virginia ready-mix concrete business, resulting in an immaterial loss. We retained all real property which is being leased to the buyer and obtained a 20-year aggregates supply agreementSecond quarter — our New Mexico ready-mix concrete business, resulting in an immaterial gain. We retained the concrete plants and mobile fleet and are leasing these assets to the buyer. Additionally, we obtained a 20-year aggregates supply agreement No material assets met the criteria for held for sale at September 30, 2021, December 31, 2020 or September 30, 2020.