Vulcan Materials CO

NOTE 19: ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

2024 BUSINESS ACQUISITIONS — During 2024, we acquired the following operations for total consideration of $2,297.1 million ($2,266.2 million cash and $30.9 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 amounts of total revenues and net earnings attributable to Vulcan from the Wake Stone and Superior acquisitions are included in our Consolidated Statement of Comprehensive Income for the year ended December 31, 2024 as follows:

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 of $8.5 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; 4) interest expense reflecting the new debt structure; and 5) tax effects of the business combination:

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.

These acquisitions are reported in our consolidated financial statements as of their respective acquisition dates. 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:

As a collective result of the Wake Stone and Superior acquisitions, as well as other immaterial acquisitions completed in 2024, we recognized $306.4 million of amortizable intangible assets and $343.0 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 $343.0 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, $31.8 million will be deductible for income tax purposes.

2023 BUSINESS ACQUISITIONS — During 2023, we completedno business acquisitions.

2022 BUSINESS ACQUISITIONS — During 2022, including adjustments made in 2023, we purchased the following operations for total consideration of $593.7 million ($528.3 million cash and $65.4 million noncash):

▪California — aggregates, asphalt mix and ready-mixed concrete operations

▪Texas — aggregates operations

▪Virginia — ready-mixed concrete operations

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

DIVESTITURES AND PENDING DIVESTITURES

In 2024, we sold:

▪Fourth quarter — real estate associated with a former sales yard in Virginia resulting in a pretax gain of $36.7 million

In 2023, we sold:

▪Fourth quarter — concrete operations in Texas resulting in a third quarter impairment charge of $28.3 million and a fourth quarter loss on sale of $13.8 million (the assets were written down to fair value less cost to sell in the third quarter)

▪Fourth quarter — excess real estate in Virginia resulting in a pretax gain of $65.7 million

▪Second quarter — real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $15.2 million

In 2022, we sold:

▪Fourth quarter — concrete operations in New Jersey, New York and Pennsylvania resulting in a third quarter impairment charge of $67.8 million and a fourth quarter loss on sale of $17.4 million (the assets were written down to fair value less cost to sell in the third quarter)

▪Third quarter — excess real estate in Southern California resulting in a pretax gain of $23.5 million

No material assets met the criteria for held for sale at December 31, 2024, 2023 or 2022.