Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

The Company's acquisition and divestiture activities are summarized below:

	Year Ended December 31,
	2014		2013		2012
	(in millions)
Acquisitions:
Purchase price	$	720.9	$	125.2	$	48.8
Net cash paid	$	714.4	$	73.2	$	46.2
Goodwill recorded	$	495.0	$	37.0	$	20.9
Divestitures:
Proceeds	$	—	$	35.6	$	2.1
Gain recognized	$	—	$	12.5	$	1.5
Goodwill charged off	$	—	$	4.8	$	0.1

Acquisition of Meyer Steel Structures

On August 18, 2014, Trinity completed its acquisition of the assets of Meyer Steel Structures ("Meyer"), the utility steel structures division of Thomas & Betts Corporation, a member of the ABB Group, for approximately $595.6 million in cash. Meyer is one of North America's leading providers of tubular steel structures for electricity transmission and distribution and is included in the Company's Energy Equipment Group. For the year endedDecember 31, 2014, the Company incurred $8.7 million in acquisition-related transaction costs which have been expensed in our Corporate segment and $1.5 million in non-recurring additional state income tax expense included in our consolidated provision for income taxes. Due to the size and complexity of Meyer, the purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their acquisition date fair value using level three inputs. We expect to complete our purchase price allocation as soon as reasonably possible not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material to the purchase price allocation. The following table represents our preliminary purchase price allocation as of December 31, 2014:

	December 31, 2014
	(in millions)
Accounts receivable	$	29.4
Inventories	36.1
Property, plant, and equipment	70.5
Goodwill	409.1
Other assets	76.0
Accounts payable	(15.4		)
Accrued liabilities	(10.1		)
Total net assets acquired	$	595.6

Level three inputs are those that reflect our estimates about the assumptions market participants would use in determining the fair value of the asset or liability based on the best information available in the circumstances. Valuation techniques for assets and liabilities measured using level three inputs may include methodologies such as the market approach, the income approach or the cost approach and may use unobservable inputs such as projections, estimates, and management’s interpretation of current market data. These unobservable inputs are utilized only to the extent that observable inputs are not available or cost effective to obtain. Goodwill, all tax-deductible, was primarily related to the value of Meyer's market position and its existing workforce. Based on our preliminary valuation, other assets include intangibles arising from the Meyer acquisition as follows:

	Preliminary estimated fair value		Weighted average useful life
	(in millions)
Customer relationships	$	35.3	10.5 years
Trademarks/trade names	34.1		Indefinite
Technology	5.6		5.0 years
	$	75.0

In addition to Meyer, during the year endedDecember 31, 2014, we completed the acquisition of three businesses in our Energy Equipment Group located in the U.S. and Canada and one business in our Construction Products Group located in the U.S. These acquisitions were recorded based on preliminary valuations of the related assets and liabilities at their acquisition date fair value using level three inputs. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level. The valuations of the three Energy Equipment Group acquisitions were finalized as of September 30, 2014.

The operating results of our 2014 acquisitions, as summarized in the following table, are included in the Consolidated Statements of Operations from their date of acquisition, exclude transaction-related acquisition costs that are included in the Corporate segment, and include additional amortization expense resulting from the preliminary purchase price allocation:

	Year Ended December 31, 2014
	(in millions)
Revenues	$	187.4
Operating profit	$	2.4

The following table represents the pro-forma consolidated operating results of the Company as if our 2014 acquisitions had been acquired on January 1, 2013. The pro-forma information should not be considered indicative of the results that would have occurred if the acquisitions had been completed on January 1, 2013, nor is such pro-forma information necessarily indicative of future results.

	Year Ended December 31, 2014		Year Ended December 31, 2013
	(in millions)
Revenues	$	6,369.8	$	4,830.8
Operating profit	$	1,274.4	$	834.1

The aggregate purchase price related to our acquisition activity for the years ended December 31, 2014, 2013, and 2012 by segment follows:

	Year ended December 31,
	2014		2013		2012
	(in millions)
Rail Group	$	—	$	23.1	$	—
Construction Products Group	6.1		74.2		48.8
Energy Equipment Group	714.8		27.9		—
	$	720.9	$	125.2	$	48.8

Discontinued operation - Ready-Mix Concrete Operations

During the year endedDecember 31, 2013, the Company sold its remaining ready-mix concrete operations in exchange for certain aggregates operations in Texas, Colorado, and California. The fair value of the proceeds received in exchange for the divested operations was based on the Company’s estimate of fair value of the operations disposed using a discounted cash flow analysis. A gain of $12.5 million was recognized based on the fair value of the proceeds less the assets’ carrying amounts and certain transaction costs. The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation.

Condensed results of operations for the ready-mix concrete operations for the years ended December 31, 2014, 2013, and 2012 are as follows:

	Year Ended December 31,
	2014		2013			2012
	(in millions)
Revenues	$	—	$	31.6		$	121.4
Income (loss) from discontinued operations before income taxes	$	—	$	(1.6	)	$	2.9
Provision (benefit) for income taxes	—		(0.8		)	1.1
Net income (loss) from discontinued operations	$	—	$	(0.8	)	$	1.8