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ACQUISITIONS AND DIVESTITURES
12 Months Ended
Dec. 31, 2021
ACQUISITIONS AND DIVESTITURES [Abstract]  
ACQUISITIONS AND DIVESTITURES NOTE 19: ACQUISITIONS AND DIVESTITURESBUSINESS ACQUISITIONS2021 business acquisitions — On August 26, 2021, we purchased the following operations in connection with the acquisition of U.S. Concrete, Inc. for total consideration of $1,634.5 million, 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 Consolidated Statement of Comprehensive Income for the year ended December 31, 2021 as follows: in millions2021 Actual Results Total revenues $        466.3  Net loss attributable to Vulcan (19.7) 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 $22.0 million, 2) cost of sales related to the sale of acquired inventory marked up to fair value, 3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets, and 4) interest expense and debt retirement costs reflecting the new debt structure: in millions2021 2020 Supplemental Pro Forma Results Total revenues$      6,361.5  $      6,182.8  Net earnings attributable to Vulcan 688.6  551.9  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 final appraisals of intangible assets and property, plant & equipment and related deferred taxes) of assets acquired and liabilities assumed are summarized below: December 31 in millions2021 Fair Value of Purchase Consideration Cash 1 $      1,634.5  Total fair value of purchase consideration $      1,634.5  Identifiable Assets Acquired and Liabilities Assumed Accounts and notes receivable, net $         240.4  Inventories 80.6  Other current assets 8.6  Property, plant & equipment 1,105.3  Operating lease right-of-use assets 215.9  Intangible assets Contractual rights in place 616.0  Other intangibles 57.9  Other noncurrent assets 5.3  Deferred income taxes, net (222.8) Debt assumed (443.7) Other liabilities assumed (531.3) Noncontrolling interest (22.3) Net identifiable assets acquired $      1,109.9  Goodwill $         524.6  1Includes $1,268.5 million paid to acquire all issued and outstanding shares of U.S. Concrete common stock and $384.4 million of U.S. Concrete obligations paid on the acquisition date, less $18.4 million of cash acquired. Additionally, during 2021 we purchased concrete operations in California for total consideration of $4.9 million.As a collective result of the 2021 acquisitions, we recognized $676.6 million of amortizable intangible assets and $524.6 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $524.6 million 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, $115.6 million will be deductible for income tax purposes. 2020 business acquisitions — During 2020, we purchased the following operations for total consideration of $73.4 million ($43.2 million cash and $30.2 million noncash):business to support our aggregates operations across most of our footprintTexas — asphalt mix and recycle operationsThe 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 $65.5 million of amortizable intangible assets and $5.1 million of goodwill. The amortizable intangible assets will be amortized against earnings ($65.5 million - straight-line basis over a weighted-average 20.0 years) and $25.7 million 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. 2019 business acquisitions — During 2019, we purchased the following operations for total cash consideration of $45.3 million:Tennessee — aggregates operationsVirginia — ready-mixed concrete operationsThe 2019 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 2019 acquisitions, we recognized $25.4 million of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings on a straight-line basis over a weighted-average 19.5 years and will be deductible for income tax purposes over 15 years.DIVESTITURES AND PENDING DIVESTITURESIn 2021, we sold:First quarter — a reclaimed quarry in Southern California resulting in a pretax gain of $114.7 million (net of a $12.9 million contingency and other directly related obligations)In 2020, we sold:Fourth quarter — a Virginia ready-mixed 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-mixed concrete business, resulting in an immaterial gain. We retained the concrete plants and mobile fleet and are leasing those assets to the buyer. Additionally, we obtained a 20-year aggregates supply agreementIn 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 $4.1 millionNo material assets met the criteria for held for sale at December 31, 2021, 2020 or 2019.