GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired identifiable intangible assets are classified into three categories: (1) goodwill, (2) intangible assets with finite lives subject to amortization and (3) intangible assets with indefinite lives. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are reviewed for impairment at least annually.

GOODWILL

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired from U.S. Concrete in 2021. We previously disclosed that the estimated fair value of this reporting unit exceeded its carrying value by less than 5%. Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value. As a result, we recorded an $86.6 million noncash impairment charge. In addition, during the third quarter of 2022, we recorded an interim goodwill impairment loss of $50.9 million related to the fourth quarter sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania. There were no charges for goodwill impairment in the year ended December 31, 2023. Accumulated goodwill impairment losses amount to $390.2 million ($252.7 million in our former Cement segment and $137.5 in our Concrete segment).

We have three reportable segments organized around our principal product lines: Aggregates, Asphalt and Concrete. Changes in the carrying amount of goodwill by reportable segment for the three years ended December 31 are shown below:


in millions	Aggregates		Asphalt		Concrete		Total
Goodwill at December 31, 2022	$	3,330.3	$	91.6	$	267.7	$	3,689.6
Goodwill of acquired businesses 1	(0.1)		0.0		0.0		(0.1)
Goodwill of divested businesses 1	0.0		0.0		(157.8)		(157.8)
Goodwill at December 31, 2023	$	3,330.2	$	91.6	$	109.9	$	3,531.7
Goodwill of acquired businesses 1	343.0		0.0		0.0		343.0

Goodwill impairment	0.0		0.0		(86.6)		(86.6)
Goodwill at December 31, 2024	$	3,673.2	$	91.6	$	23.3	$	3,788.1

1See Note 19 for acquisitions and divestitures.

INTANGIBLE ASSETS

Intangible assets consist of contractual rights in place (primarily permitting and zoning rights), noncompetition agreements, customer relationships and trade names and trademarks. Intangible assets acquired in business combinations are stated at their fair value determined as of the date of acquisition. Intangible assets acquired individually or otherwise obtained outside a business combination consist primarily of permitting, permitting compliance and zoning rights and are stated at their historical cost less accumulated amortization. Costs incurred to renew or extend the life of existing intangible assets are capitalized. These capitalized renewal/extension costs were immaterial for the years presented.

See Note 19 for the details of the intangible assets acquired in business acquisitions. Amortization of finite-lived intangible assets is computed based on the estimated life of the intangible assets. Contractual rights in place associated with aggregates reserves are amortized using the unit-of-sales method based on estimated recoverable units. Other intangible assets are amortized principally by the straight-line method. Intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. There were no material charges for impairment of intangible assets in 2024, 2023 and 2022.

The gross carrying amount and accumulated amortization by major intangible asset class for the years ended December 31 are summarized below:


in millions	2024		2023
Gross Carrying Amount
Contractual rights in place	$	1,899.0	$	1,592.7
Permitting, permitting compliance and zoning rights	221.3		206.8
Other 1	101.6		90.4
Total gross carrying amount	$	2,221.9	$	1,889.9
Accumulated Amortization
Contractual rights in place	$	(407.0)	$	(344.5)
Permitting, permitting compliance and zoning rights	(70.4)		(59.5)
Other 1	(29.8)		(25.2)
Total accumulated amortization	$	(507.2)	$	(429.2)
Total Intangible Assets Subject to Amortization, net	$	1,714.7	$	1,460.7
Intangible Assets with Indefinite Lives	0.0		0.0
Total Intangible Assets, net	$	1,714.7	$	1,460.7
Amortization Expense for the Year	$	83.9	$	88.1

1Includes noncompetition agreements, patents, customer relationships, tradenames and trademarks.

Estimated amortization expense for the five years subsequent to December 31, 2024 is as follows:


in millions
Estimated Amortization Expense for Five Subsequent Years 1
2025	$	89.7
2026	88.2
2027	85.3
2028	83.7
2029	81.1

1Includes amortization of quarry development assets (including pre-production stripping costs) reported within other noncurrent assets in our accompanying Consolidated Balance Sheets.