NOTE 19: ACQUISITIONS AND DIVESTITURES

2013 ACQUISITIONS, DIVESTITURES AND PENDING DIVESTITURES

In 2013, we acquired:

land containing 136 million tons of aggregates reserves at an existing quarry for $117,000,000. We previously operated this quarry under a lease which was scheduled to expire in 2017

one aggregates production facility and four ready-mixed concrete facilities for $29,983,000. As a result, we recognized $5,425,000 of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings using the unit-of-production method over an estimated weighted-average period in excess of 50 years and will be deductible for income tax purposes over 15 years

two aggregates production facilities for $59,968,000. After finalizing the purchase price allocation, we recognized $3,620,000 of amortizable intangible assets (contractual rights in place). The contractual rights in place will be amortized against earnings using the unit-of-production method over an estimated weighted-average period in excess of 20 years and will be deductible for income tax purposes over 15 years

In 2013, we sold:

mitigation credits for net pretax cash proceeds of $1,463,000 resulting in a pretax gain of $1,377,000

reclaimed land associated with a former site of a ready-mixed concrete facility for net pretax cash proceeds of $11,261,000 resulting in a pretax gain of $9,027,000

a percentage of the future production from aggregates reserves at certain owned quarries. The sale was structured as a volumetric production payment (VPP) for which we received gross cash proceeds of $154,000,000 and incurred transaction costs of $905,000. The net proceeds were recorded as deferred revenue and are amortized on a unit-of-sales basis to revenues over the term of the VPP. See Note 1, caption Deferred Revenue, for the key terms of the VPP

four aggregates production facilities for net pretax cash proceeds of $34,743,000 resulting in a pretax gain of $21,183,000. We allocated $4,521,000 of goodwill to these dispositions based on the relative fair values of the businesses disposed of and the portion of the reporting unit retained. Additionally, the dispositions of these facilities will likely result in a partial withdrawal from one of our multiemployer pension plans; therefore, we recognized a $4,000,000 liability related to this plan

one aggregates production facility and its related replacement reserve land for net pretax cash proceeds of $5,133,000 resulting in a pretax gain of $2,802,000. We allocated $674,000 of goodwill to this disposition based on the relative fair value of the business disposed of and the portion of the reporting unit retained

equipment and other personal property from two idled prestress concrete production facilities for net pretax cash proceeds of $622,000 resulting in a pretax gain of $457,000

Effective land management is both a business strategy and a social responsibility. We strive to achieve value through our mining activities as well as incremental value through effective post-mining land management. Our land management strategy includes routinely reclaiming and selling our previously mined land. Additionally, this strategy includes developing conservation banks by preserving land as a suitable habitat for endangered or sensitive species. These conservation banks have received approval from the United States Fish and Wildlife Service to offer mitigation credits for sale to third parties who may be required to compensate for the loss of habitats of endangered or sensitive species.

Pending divestiture (Aggregates segment — a previously mined and subsequently reclaimed tract of land) is presented in the accompanying Consolidated Balance Sheet as of December 31, 2013 as assets held for sale. We expect the sale to occur during 2014. Likewise, pending divestitures as of December 31, 2012 (Aggregates segment — a previously mined and subsequently reclaimed tract of land, an aggregates production facility and its related replacement reserve land, and Concrete segment — reclaimed land associated with a former site of a ready-mixed concrete facility) are presented in the accompanying Consolidated Balance Sheet as of December 31, 2012 as assets held for sale and liabilities of assets held for

sale. The major classes of assets and liabilities of assets classified as held for sale as of December 31 are as follows:



in thousands	2013	2012
Held for Sale
Current assets	$ 0	$ 809
Property, plant & equipment, net	10,559	14,274
Total assets held for sale	$ 10,559	$ 15,083
Noncurrent liabilities	$ 0	$ 801
Total liabilities of assets held for sale	$ 0	$ 801

2012 DIVESTITURES

In 2012, we sold:

two tracts of land totaling approximately 148 acres for net pretax cash proceeds of $57,690,000 resulting in a pretax gain of $41,155,000

an aggregates production facility including approximately 197 acres of land for net pretax cash proceeds of $10,476,000 resulting in a pretax gain of UPD

a percentage of the future production from aggregates reserves at certain owned and leased quarries. The sale was structured as a VPP for which we received gross cash proceeds of $75,200,000 and incurred transactions costs of $1,617,000. The net proceeds were recorded as deferred revenue and are amortized on a unit-of-sales basis to revenues over the term of the VPP. See Note 1, caption Deferred Revenue, for the key terms of the VPP

mitigation credits for net pretax cash proceeds of $13,469,000 resulting in a pretax gain of $12,342,000

real estate for net pretax cash proceeds of $9,691,000 resulting in a pretax gain of $5,979,000

2011 ACQUISITIONS AND DIVESTITURES

In 2011, we consummated a transaction resulting in an exchange of assets.

We acquired:

three aggregates facilities and one distribution yard

In return, we divested:

two aggregates facilities, one asphalt mix facility, two ready-mixed concrete facilities, one recycling operation and undeveloped real property

Total consideration for the acquired assets of $35,406,000 included the fair value of the divested assets plus $10,000,000 cash paid. We recognized a gain of $587,000, net of transaction costs of $531,000, based on the fair value of the divested assets.

Additionally in 2011, we acquired:

ten ready-mixed concrete facilities for 432,407 shares of common stock valued at the closing date price of $42.85 per share (total consideration of $18,529,000 net of acquired cash). We issued 372,992 shares to the seller at closing and retained the remaining shares to fulfill certain working capital adjustments and indemnification obligations. We issued an additional 60,855 shares (including shares accrued for dividends) of common stock to the seller as the final payment during 2012. As a result of this acquisition, we recognized $6,419,000 of amortizable intangible assets, none of which is deductible for income tax purposes. The amortizable intangible assets consist of contractual rights in place and will be amortized over an estimated weighted-average period of 20 years

Additionally in 2011, we sold:

four aggregates facilities for net cash proceeds at closing of $61,774,000 and a receivable of $2,400,000 resulting in a pretax gain of $39,659,000. The book value of the divested operations included $10,300,000 of goodwill based on the relative fair value of the divested operations as compared to the relative fair value of the retained portion of the reporting unit