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Business , Divestitures Combinations and Discontinued Operations | 6 Months Ended
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Jun. 30, 2022
Business Combinations [Abstract] |
Business Combinations, Divestitures And Discontinued Operations | 3. Business Combinations, Divestitures and Discontinued Operations Business Combinations In October 2021, the Company completed the acquisition of Lehigh Hanson, Inc.’s West Region business (Lehigh West Region) for $2.26 billion. The acquisition was primarily financed using proceeds from the issuance of publicly traded debt. These operations provided a new upstream, materials-led growth platform across several of the nation’s largest and fastest-growing megaregions in California and Arizona. The results from the acquired business are included in the Company’s West Group. The Company determined fair values of assets acquired and liabilities assumed. Although the initial accounting for the business combination has been recorded, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, based on additional reviews, such as asset verification. During the quarter ended June 30, 2022, the Company increased the assumed asset retirement obligations liability by $46.6 million, with goodwill increasing by a comparable amount. As of June 30, 2022, the measurement period remains open. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, property, plant and equipment; lease assets and liabilities; goodwill; intangible assets; asset retirement obligations; and other liabilities. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The following is a summary of the preliminary estimated fair values of the assets acquired and liabilities assumed as of October 1, 2021 (dollars in millions):
Assets: |  |  |
Inventories |  | $ | 91.9 |
Property, plant and equipment |  |  | 849.9 |
Intangible assets, other than goodwill |  |  | 551.0 |
Goodwill |  |  | 1,041.8 |
Other assets |  |  | 54.6 |
Total assets |  |  | 2,589.2 |
Liabilities: |  |  |
Asset retirement obligations |  |  | 225.5 |
Operating and finance lease liabilities |  |  | 57.5 |
Other liabilities |  |  | 41.6 |
Total liabilities |  |  | 324.6 |
Total consideration |  | $ | 2,264.6 |
In July 2021, the Company acquired assets of Southern Crushed Concrete (SCC) in the Houston area. SCC was a leading producer of recycled concrete, which is principally used as a base aggregates product in infrastructure, commercial and residential construction applications. Although the initial accounting for the business combination has been recorded, the fair values of accrued liabilities, goodwill and intangible assets are subject to change during the measurement period, which remains open as of June 30, 2022. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The results from the acquired business are included in the Company’s West Group, but are immaterial for pro-forma financial statement disclosures. In April 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul area, which is one of the largest and fastest-growing midwestern metropolitan areas. The Tiller acquisition complemented the Company’s existing product offerings in the surrounding areas. The Company determined fair values of the assets acquired and liabilities assumed, and the measurement period is closed as of June 30, 2022. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The results from the acquired business are included in the Company’s East Group, but are immaterial for pro-forma financial statement disclosures. Discontinued Operations Discontinued operations include the cement and California ready-mixed concrete businesses acquired as part of the Lehigh West Region acquisition. Discontinued operations include the following:
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2022 |
|  | (Dollars in Millions) |
Total revenues |  | $ | 111.7 |  |  | $ | 206.4 |
Pretax earnings from operations |  | $ | 20.5 |  |  | $ | 16.4 |
Pretax loss on divestiture |  |  | (1.0 | ) |  |  | (1.0 | )
Pretax earnings |  | $ | 19.5 |  |  | $ | 15.4 |
Income tax expense |  |  | 6.2 |  |  |  | 5.2 |
Earnings from discontinued operations, net of income tax expense |  | $ | 13.3 |  |  | $ | 10.2 |
Total cash provided by operating and investing activities for the discontinued operations was $224.2 million, including $235.0 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures, for the six months ended June 30, 2022. Non-cash items related to operating and investing activities for the discontinued operations were immaterial for the six months ended June 30, 2022. Divestitures On June 30, 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235 million in cash. In addition, the Company agreed to sell its interest, for $15 million, in a joint venture that operates a cement distribution terminal. The Company did no t record any amortization or depreciation expense related to these businesses for the three and six months ended June 30, 2022, as these were previously classified as assets held for sale. On April 1, 2022, the Company divested its Colorado and Central Texas ready-mixed concrete operations to Smyrna Ready Mix Concrete LLC. This opportunity optimized the Company’s aggregates-led portfolio and improved its ability to generate more attractive margins over the long term by reducing both business cyclicality and exposure to raw material cost inflation. The transaction resulted in a pretax gain of $151.7 million, which is included in O ther operating income, net, and is inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture are all reported in the West Group. Assets Held for Sale Assets and liabilities held for sale as of June 30, 2022, include a cement plant in Tehachapi, California; cement distribution terminals; the California ready mixed concrete plants not sold as part of the aforementioned Redding transaction; and certain investment properties. At December 31, 2021 assets and liabilities held for sale also included the operations that were sold on June 30, 2022. Assets and liabilities held for sale as of June 30, 2022 and December 31, 2021 are as follows:
|  | June 30, 2022 |  |  | December 31, 2021 |
|  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |  |  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |
|  | (Dollars in Millions) |
Inventories, net |  | $ | — |  |  | $ | 19.5 |  |  | $ | 19.5 |  |  | $ | — |  |  | $ | 53.1 |  |  | $ | 53.1 |
Investment land |  |  | 38.0 |  |  |  | — |  |  |  | 38.0 |  |  |  | 32.7 |  |  |  | — |  |  |  | 32.7 |
Other assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 16.4 |  |  |  | 16.4 |
Total current assets held for sale |  | $ | 38.0 |  |  | $ | 19.5 |  |  | $ | 57.5 |  |  | $ | 32.7 |  |  | $ | 69.5 |  |  | $ | 102.2 |
Property, plant and equipment |  | $ | — |  |  | $ | 130.0 |  |  | $ | 130.0 |  |  | $ | — |  |  | $ | 226.0 |  |  | $ | 226.0 |
Intangible assets, excluding goodwill |  |  | — |  |  |  | 208.5 |  |  |  | 208.5 |  |  |  | — |  |  |  | 264.9 |  |  |  | 264.9 |
Operating lease right-of-use assets |  |  | — |  |  |  | 14.0 |  |  |  | 14.0 |  |  |  | — |  |  |  | 18.1 |  |  |  | 18.1 |
Goodwill |  |  | — |  |  |  | 35.7 |  |  |  | 35.7 |  |  |  | — |  |  |  | 109.3 |  |  |  | 109.3 |
Other assets |  |  | — |  |  |  | 5.4 |  |  |  | 5.4 |  |  |  | — |  |  |  | 4.6 |  |  |  | 4.6 |
Valuation allowance for loss on sale |  |  | — |  |  |  | (5.4 | ) |  |  | (5.4 | ) |  |  | — |  |  |  | (6.0 | ) |  |  | (6.0 | )
Total noncurrent assets held for sale |  | $ | — |  |  | $ | 388.2 |  |  | $ | 388.2 |  |  | $ | — |  |  | $ | 616.9 |  |  | $ | 616.9 |
Lease obligations |  | $ | — |  |  | $ | (5.2 | ) |  | $ | (5.2 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Total current liabilities held for sale |  | $ | — |  |  | $ | (5.2 | ) |  | $ | (5.2 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Asset retirement obligations |  | $ | — |  |  | $ | (19.8 | ) |  | $ | (19.8 | ) |  | $ | — |  |  | $ | (31.5 | ) |  | $ | (31.5 | )
Lease obligations |  |  | — |  |  |  | (8.5 | ) |  |  | (8.5 | ) |  |  | — |  |  |  | (22.0 | ) |  |  | (22.0 | )
Other liabilities |  |  | — |  |  |  | (0.8 | ) |  |  | (0.8 | ) |  |  | — |  |  |  | — |  |  |  | — |
Total noncurrent liabilities held for sale |  | $ | — |  |  | $ | (29.1 | ) |  | $ | (29.1 | ) |  | $ | — |  |  | $ | (53.5 | ) |  | $ | (53.5 | )

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