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Business Combinations, Discontinued Operations, Divestitures and Assets and Liabilities Held for Sale | 9 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Business Combinations, Discontinued Operations, Divestitures and Assets and Liabilities Held for Sale | 3. Business Combinations, Discontinued Operations, Divestitures and Assets and Liabilities Held for Sale 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 the acquisition-date 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. Notably, during the quarter ended September 30, 2022, the Company reduced the acquisition-date fair value of intangible assets, other than goodwill, by $119.5 million; increased the acquisition-date fair value of asset retirement obligations and other liabilities assumed by $50.9 million; and increased goodwill by $171.4 million. While the determination of the acquisition-date fair values of assets acquired and liabilities assumed is substantially complete as of September 30, 2022, the measurement period remains open for asset retirement obligations and other liabilities. The Company does not expect any material measurement period adjustments to be recorded during the quarter ending December 31, 2022. 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 |  | $ | 91.2 |
Property, plant and equipment |  |  | 849.9 |
Intangible assets, other than goodwill |  |  | 431.5 |
Goodwill |  |  | 1,213.2 |
Other assets |  |  | 54.4 |
Total assets |  |  | 2,640.2 |
Liabilities: |  |  |
Asset retirement obligations |  |  | 234.7 |
Operating and finance lease liabilities |  |  | 57.5 |
Other liabilities |  |  | 83.4 |
Total liabilities |  |  | 375.6 |
Total consideration |  | $ | 2,264.6 |
In July 2021, the Company acquired the 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. The Company determined the acquisition-date fair values of the assets acquired and liabilities assumed. During the quarter ended September 30, 2022, the Company reduced the acquisition-date fair value of intangible assets, other than goodwill, by $64.0 million and increased goodwill by $64.5 million. The measurement period is closed as of September 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. 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 |  |  | Nine Months Ended |
|  | September 30, 2022 |
|  | (Dollars in Millions) |
Total revenues |  | $ | 62.4 |  |  | $ | 268.8 |
Pretax earnings from operations |  | $ | 4.7 |  |  | $ | 21.1 |
Pretax gain (loss) on divestiture |  |  | 0.7 |  |  |  | (0.3 | )
Pretax earnings |  | $ | 5.4 |  |  | $ | 20.8 |
Income tax expense |  |  | 1.3 |  |  |  | 6.5 |
Earnings from discontinued operations, net of income tax expense |  | $ | 4.1 |  |  | $ | 14.3 |
Total cash provided by operating and investing activities for the discontinued operations was $200.9 million, including $249.9 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures, for the nine months ended September 30, 2022. Non-cash items related to operating and investing activities for the discontinued operations were immaterial for the nine months ended September 30, 2022. Divestitures On August 9, 2022, the Company announced a definitive agreement to sell the Tehachapi, California cement plant and related distribution terminals for $350.0 million in cash, subject to regulatory approval and customary closing conditions. In June 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235.0 million in cash. In addition, on July 15, 2022, the Company sold its interest in a joint venture that operates a cement distribution terminal for $15.0 million. These businesses were previously classified as assets held for sale. In April 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 $151.9 million, which is included in Other operating income, net, for the nine months ended September 30, 2022 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 and Liabilities Held for Sale Assets and liabilities held for sale at September 30, 2022 include a cement plant in Tehachapi, California; related 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 California cement and California ready mix operations that have been sold in 2022. Assets and liabilities held for sale at September 30, 2022 and December 31, 2021 are as follows:
|  | September 30, 2022 |  |  | December 31, 2021 |
|  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |  |  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |
|  | (Dollars in Millions) |
Inventories, net |  | $ | — |  |  | $ | 37.2 |  |  | $ | 37.2 |  |  | $ | — |  |  | $ | 53.1 |  |  | $ | 53.1 |
Investment land |  |  | 42.0 |  |  |  | — |  |  |  | 42.0 |  |  |  | 32.7 |  |  |  | — |  |  |  | 32.7 |
Other assets |  |  | — |  |  |  | 0.3 |  |  |  | 0.3 |  |  |  | — |  |  |  | 16.4 |  |  |  | 16.4 |
Total current assets held for sale |  | $ | 42.0 |  |  | $ | 37.5 |  |  | $ | 79.5 |  |  | $ | 32.7 |  |  | $ | 69.5 |  |  | $ | 102.2 |
Property, plant and equipment |  | $ | — |  |  | $ | 127.2 |  |  | $ | 127.2 |  |  | $ | — |  |  | $ | 226.0 |  |  | $ | 226.0 |
Intangible assets, excluding goodwill |  |  | — |  |  |  | 208.5 |  |  |  | 208.5 |  |  |  | — |  |  |  | 264.9 |  |  |  | 264.9 |
Operating lease right-of-use assets |  |  | — |  |  |  | 12.7 |  |  |  | 12.7 |  |  |  | — |  |  |  | 18.1 |  |  |  | 18.1 |
Goodwill |  |  | — |  |  |  | 31.8 |  |  |  | 31.8 |  |  |  | — |  |  |  | 109.3 |  |  |  | 109.3 |
Other assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4.6 |  |  |  | 4.6 |
Valuation allowance for loss on sale |  |  | — |  |  |  | (5.1 | ) |  |  | (5.1 | ) |  |  | — |  |  |  | (6.0 | ) |  |  | (6.0 | )
Total noncurrent assets held for sale |  | $ | — |  |  | $ | 375.1 |  |  | $ | 375.1 |  |  | $ | — |  |  | $ | 616.9 |  |  | $ | 616.9 |
Lease obligations |  | $ | — |  |  | $ | (4.6 | ) |  | $ | (4.6 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Total current liabilities held for sale |  | $ | — |  |  | $ | (4.6 | ) |  | $ | (4.6 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Asset retirement obligations |  | $ | — |  |  | $ | (17.4 | ) |  | $ | (17.4 | ) |  | $ | — |  |  | $ | (31.5 | ) |  | $ | (31.5 | )
Lease obligations |  |  | — |  |  |  | (6.4 | ) |  |  | (6.4 | ) |  |  | — |  |  |  | (22.0 | ) |  |  | (22.0 | )
Total noncurrent liabilities held for sale |  | $ | — |  |  | $ | (23.8 | ) |  | $ | (23.8 | ) |  | $ | — |  |  | $ | (53.5 | ) |  | $ | (53.5 | )

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