Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Acquisitions and Divestitures

 Acquisitions and Divestitures

For the years ended December 31, 2012 and 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group. This activity consisted of three acquisitions and one divestiture during 2012, and four acquisitions and one divestiture in 2011. For the year ended December 31, 2010, we completed three acquisitions consisting of two by the Construction Products Group and one by the Energy Equipment Group. For the year ended December 31, 2010, there were two divestitures which occurred in the Construction Products Group. One of the 2012 acquisitions, completed in December 2012, was recorded based on a preliminary valuation of the net assets acquired. As a result of our acquisition activity, we recorded certain assets and liabilities at their acquisition date fair value based on level 3 inputs. Such assets and liabilities were not significant in relation to consolidated assets and liabilities. See Note 3 Fair Value Accounting for a discussion of inputs in determining fair value.

In February 2010, the Company's Construction Products Group acquired Quixote Corporation (“Quixote”), a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products, for a total cost of $58.1 million. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Based on its valuation of the net assets acquired, Trinity recorded goodwill of $22.7 million and $24.2 million in intangible assets primarily consisting of the acquisition-date fair value allocated to patents, trade names and customer relationships that are being amortized over their estimated economic life which generally ranges from four to twenty years. As a result of the acquisition, the Company recorded transaction-related expenses of $4.6 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from AOCL to earnings representing the decline in fair value of the Company's pre-acquisition investment in Quixote, included in Other, net in the consolidated statement of operations. See Note 12 Other, Net and Note 15 Accumulated Other Comprehensive Loss.

Acquisition and divestiture activity for 2012, 2011 and 2010 is summarized below:

	Year Ended December 31,
	2012		2011		2010
	(in millions)
Acquisitions:
Total cost	$	48.8	$	56.4	$	70.5
Net cash paid	$	46.2	$	42.5	$	49.9
Goodwill recorded	$	20.9	$	29.3	$	33.3
Divestitures:
Proceeds	$	2.1	$	8.3	$	30.8
Gain recognized	$	1.5	$	0.7	$	3.8
Goodwill charged off	$	0.1	$	1.0	$	16.5

Discontinued operation - Ready Mix Concrete Operations

In December 2012, the Company entered into an agreement to sell its remaining ready-mix concrete operations. The terms of the transaction are expected to be finalized and the transaction closed during 2013. The expected divestiture of our remaining ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to remove the effect of discontinued operations. Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations in the accompanying consolidated balance sheets as follows:

	December 31, 2012		December 31, 2011
	(in millions)
Assets of Ready-Mix Concrete Operations:
Inventories	$	4.5	$	5.3
Property, plant, and equipment, net	16.9		20.4
Goodwill	6.3		6.4
Other	0.2		0.4
	$	27.9	$	32.5
Liabilities of Ready-Mix Concrete Operations:
Debt	$	3.7	$	2.7
	$	3.7	$	2.7

Condensed results of operations for the Ready-Mix Concrete Operations for the years ended December 31, 2012, 2011, and 2010 are as follows:

	Year Ended December 31,
	2012		2011			2010
Revenues	$	121.4	$	136.8		$	224.8
Income (loss) from discontinued operations before income taxes	$	2.9	$	(1.5	)	$	9.6
Provision (benefit) for income taxes	1.1		(0.4		)	3.6
Net income (loss) from discontinued operations	$	1.8	$	(1.1	)	$	6.0