GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

NOTE 18: GOODWILL AND

INTANGIBLE ASSETS

We classify purchased intangible assets 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. For additional information regarding our policies on impairment reviews, see Note 1 under the captions Goodwill and Goodwill Impairment, and Impairment of Long-lived Assets excluding Goodwill.

GOODWILL

Goodwill is recognized when the consideration paid for a business combination (acquisition) exceeds the fair value of the tangible and other intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the years ended December 31, 2012, 2011 and 2010.

We have four reportable segments organized around our principal product lines: aggregates, concrete, asphalt mix and cement. Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2012, 2011 and 2010 are summarized below:

GOODWILL


in thousands	Aggregates			Concrete		Asphalt Mix		Cement			Total

Gross Carrying Amount
Total as of December 31, 2010		$3,005,383			$0		$91,633		$252,664			$3,349,680
Goodwill of divested businesses		(10,300	)		0		0		0			(10,300	)
Total as of December 31, 2011		$2,995,083			$0		$91,633		$252,664			$3,339,380
Total as of December 31, 2012		$2,995,083			$0		$91,633		$252,664			$3,339,380

Accumulated Impairment Losses
Total as of December 31, 2010		$0			$0		$0		($252,664	)		($252,664	)
Total as of December 31, 2011		$0			$0		$0		($252,664	)		($252,664	)
Total as of December 31, 2012		$0			$0		$0		($252,664	)		($252,664	)

Goodwill, net of Accumulated Impairment Losses
Total as of December 31, 2010		$3,005,383			$0		$91,633		$0			$3,097,016
Total as of December 31, 2011		$2,995,083			$0		$91,633		$0			$3,086,716
Total as of December 31, 2012		$2,995,083			$0		$91,633		$0			$3,086,716

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.

INTANGIBLE ASSETS

Intangible assets acquired in business combinations are stated at their fair value determined as of the date of acquisition. 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. Intangible assets consist of contractual rights in place (primarily permitting and zoning rights), noncompetition agreements, favorable lease agreements, customer relationships and trade names and trademarks. 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, if applicable.

Historically, we have acquired intangible assets with only finite lives. Amortization of intangible assets with finite lives is recognized over their estimated useful lives using a method of amortization that closely reflects the pattern in which the economic benefits are consumed or otherwise realized. Intangible assets with finite lives are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. There were no charges for impairment of intangible assets in the years ended December 31, 2012, 2011 and 2010.

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

INTANGIBLE ASSETS


in thousands	*2012*			2011

Gross Carrying Amount
Contractual rights in place		$640,450			$640,450
Noncompetition agreements		1,450			1,430
Favorable lease agreements		16,677			16,677
Permitting, permitting compliance and zoning rights		82,596			76,956
Customer relationships		14,493			14,493
Trade names and trademarks		5,006			5,006
Other		3,711			3,200
Total gross carrying amount		$764,383			$758,212

Accumulated Amortization
Contractual rights in place		($42,470	)		($35,748	)
Noncompetition agreements		(985	)		(841	)
Favorable lease agreements		(2,584	)		(2,031	)
Permitting, permitting compliance and zoning rights		(14,625	)		(12,880	)
Customer relationships		(5,927	)		(4,466	)
Trade names and trademarks		(2,044	)		(1,544	)
Other		(3,216	)		(3,200	)
Total accumulated amortization		($71,851	)		($60,710	)
Total Intangible Assets Subject to Amortization, net		$692,532			$697,502
Intangible Assets with Indefinite Lives		0			0
Total Intangible Assets, net		$692,532			$697,502

Aggregate Amortization Expense for the Year		$11,869			$14,032

Estimated amortization expense for the five years subsequent to December 31, 2012 is as follows:


in thousands
Estimated Amortization Expense for Five Subsequent Years
2013			$12,043
2014			12,090
2015			12,255
2016			12,792
2017			13,980

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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