2022 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2022, we purchased the following operations for total consideration of $593.4 million:

California — eight aggregates, four asphalt mix and seven ready-mixed concrete operations

Virginia — four ready-mixed concrete operations and two idle ready-mixed concrete sites

Honduras — an aggregates operation serving limited markets along the Gulf Coast

The 2022 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 either individually or collectively, and acquisition related expenses were immaterial. The fair value of consideration transferred for these 2022 acquisitions 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:



	September 30
in millions	2022
Fair Value of Purchase Consideration
Cash	$ 528.0
Payable to seller	65.4
Total fair value of purchase consideration	$ 593.4
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net	$ 28.5
Inventories	15.3
Other current assets	0.3
Property, plant & equipment	517.0
Intangible assets
Contractual rights in place	61.2
Deferred income taxes, net	(12.1)
Other liabilities assumed	(28.9)
Net identifiable assets acquired	$ 581.3
Goodwill	$ 12.1

As a result of the 2022 acquisitions, we recognized $61.2 million of amortizable intangible assets and $12.1 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years. The $12.1 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of the goodwill recognized will be deductible for income tax purposes.

2021 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

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, 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 30
in millions	2021	2021
Supplemental Pro Forma Results
Total revenues	$1,731.9	$4,755.1
Net earnings attributable to Vulcan	$225.5	$543.7

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 amounts of assets acquired and liabilities assumed are summarized below:



	September 30
in millions	2022
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	$ 235.6
Inventories	80.6
Other current assets	8.7
Property, plant & equipment	1,086.2
Operating lease right-of-use assets	217.6
Intangible assets
Contractual rights in place	622.6
Other intangibles	60.3
Other noncurrent assets	5.3
Deferred income taxes, net	(241.4)
Debt assumed	(443.7)
Other liabilities assumed	(546.2)
Noncontrolling interest	(22.3)
Net identifiable assets acquired	$ 1,063.3
Goodwill	$ 571.2


¹	Includes $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 $685.5 million of amortizable intangible assets and $571.2 million of goodwill, representing an increase in goodwill of $46.6 million from December 31, 2021 (see Note 15 for subsequent impairment of a portion of this goodwill). The amortizable intangible assets will be amortized against earnings over a weighted-average period in excess of 15 years. The $571.2 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, $106.0 million will be deductible for income tax purposes.

Excess real estate in Southern California resulting in a pretax gain of $23.5 million

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)

The probable divestiture of concrete operations in New York, New Jersey and Pennsylvania (acquired in the 2021 U.S. Concrete acquisition) is presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2022. We expect the sale to occur in the fourth quarter of 2022. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:



	September 30		December 31		September 30
in millions		2022	2021		2021
Held for Sale (Concrete Segment)
Inventory		$ 6.1		$ 0.0		$ 0.0
Land and land improvements, net		21.7		0.0		0.0
Buildings, machinery and equipment, net		81.3		0.0		0.0
Operating leases, net		115.0		0.0		0.0
Finance leases, net		17.2		0.0		0.0
Intangible contractual rights in place		66.7		0.0		0.0
Less: reserve for assets held for sale		(16.9)		0.0		0.0
Total assets held for sale		$ 291.1		$ 0.0		$ 0.0
Current operating lease liabilities		$ (5.6)		$ 0.0		$ 0.0
Current finance lease liabilities		(4.6)		0.0		0.0
Noncurrent operating lease liabilities		(93.4)		0.0		0.0
Noncurrent finance lease liabilities		(7.5)		0.0		0.0
Total liabilities held for sale		$ (111.1)		$ 0.0		$ 0.0

No material assets met the criteria for held for sale at December 31, 2021 or September 30, 2021.