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ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

2024 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2024, we acquired the following operations for total cash consideration of $206.4 million:

▪Alabama – aggregates, asphalt mix and construction paving operations

▪California – asphalt terminal operations

▪North Carolina – aggregates operations

▪Texas – asphalt mix and construction paving operations

The 2024 acquisitions 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 2024 acquisitions and the preliminary amounts (pending working capital adjustments) of assets acquired and liabilities assumed are summarized below:

in millions
Fair Value of Purchase Consideration
Cash			$	206.4
Total fair value of purchase consideration			$	206.4
Identifiable Assets Acquired and Liabilities Assumed
Accounts and notes receivable, net			$	7.6
Inventories			10.7
Property, plant & equipment			161.2
Intangible assets
Contractual rights in place			30.8
Other liabilities assumed			(8.8)
Net identifiable assets acquired			$	201.5
Goodwill			$	4.9

As a result of the 2024 acquisitions, we recognized $30.8 million of amortizable intangible assets and $4.9 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 $4.9 million of goodwill recognized represents 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. All of the goodwill recognized will be deductible for income tax purposes.

In September 2024, we entered into a definitive agreement to acquire Wake Stone Corporation. This acquisition is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions.

2023 BUSINESS ACQUISITIONS — For the full year 2023, we completed no business acquisitions.

DIVESTITURES AND PENDING DIVESTITURES

We had no significant divestitures through the nine months ended September 30, 2024.

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 estimated 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

No material assets met the criteria for held for sale at September 30, 2024 and December 31, 2023. The probable divestiture of our concrete operations in Texas was presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2023. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

in millions			September 30 2024			December 31 2023			September 30 2023
Held for Sale (Concrete Segment)
Inventory			$	0.0		$	0.0		$	18.6
Land and land improvements, net			0.0			0.0			39.7
Buildings, machinery and equipment, net			0.0			0.0			114.6
Operating leases, net			0.0			0.0			9.9
Finance leases, net			0.0			0.0			18.1
Amortizable intangible assets, net			0.0			0.0			164.7
Goodwill			0.0			0.0			157.8
Reserve for assets held for sale			0.0			0.0			(28.3)
Total assets held for sale			$	0.0		$	0.0		$	495.1
Current operating lease liabilities			$	0.0		$	0.0		$	(0.7)
Current finance lease liabilities			0.0			0.0			0.0
Noncurrent operating lease liabilities			0.0			0.0			(9.4)
Noncurrent finance lease liabilities			0.0			0.0			0.0
Total liabilities held for sale			$	0.0		$	0.0		$	(10.1)

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- References

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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 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent

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-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/205-20/tableOfContent

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