Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

2.Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

Divestitures

Since October 1, 2021, the California cement businesses have been classified as assets held for sale on the Company’s consolidated balance sheets; the associated financial results have been reported as discontinued operations on the consolidated statements of earnings. On May 3, 2023, the Company divested its Stockton cement import terminal in California.

On June 30, 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235 million in cash. These businesses were previously classified as assets held for sale and their associated financial results were reported as discontinued operations.

On April 1, 2022, the Company divested its Colorado and Central Texas ready-mixed concrete operations to Smyrna Ready Mix Concrete LLC. This transaction 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 $151.7 million, which was included in Other operating income, net, and was inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture were all reported in the West Group.

Discontinued Operations

On April 26, 2023, the Company terminated its agreement with CalPortland Company regarding the sale of the Company’s Tehachapi, California cement plant to CalPortland in light of the parties being unable to timely obtain the necessary approval by the U.S. Federal Trade Commission. The Company is exploring the potential sale of the Tehachapi plant to other buyers.

For the three and six months ended June 30, 2023, discontinued operations included the Company's Tehachapi, California cement plant and California ready mixed concrete operations as well as the Stockton, California cement import terminal through the May 3, 2023 divestiture. Discontinued operations for the three and six months ended June 30, 2022 also included the Company's Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations that were sold in June 2022 (hereinafter, the Redding transaction).

Financial results for the Company's discontinued operations are as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
	(Dollars in Millions)
Total revenues	$	34.5		$	111.7		$	59.2		$	206.4
Pretax (loss) earnings from operations	$	(1.4	)	$	20.5		$	(18.5	)	$	16.4
Pretax gain (loss) on divestiture and sales of assets		2.3			(1.0	)		2.3			(1.0	)
Pretax earnings (loss)		0.9			19.5			(16.2	)		15.4
Income tax expense (benefit)		0.2			6.2			(4.0	)		5.2
Earnings (loss) from discontinued operations, net of    income tax expense (benefit)	$	0.7		$	13.3		$	(12.2	)	$	10.2

Total cash provided by operating and investing activities for discontinued operations was $42.5 million for the six months ended June 30, 2023, which included $57.5 million of proceeds from a divestiture and sales of assets and $3.8 million of cash used for capital expenditures. Total cash provided by operating and investing activities for the six months ended June 30, 2022 was $224.2 million, which included $235.0 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures.

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at June 30, 2023 primarily included a cement plant in Tehachapi, California and certain investment properties. At December 31, 2022, assets and liabilities held for sale also included the Stockton, California cement import terminal that was sold in May 2023 and the California ready mixed concrete plants not sold as part of the Redding transaction.

Assets and liabilities held for sale are as follows:

	June 30, 2023								December 31, 2022
	Continuing Operations		Discontinued Operations			Total			Continuing Operations		Discontinued Operations			Total
	(Dollars in Millions)
Inventories, net	$	—	$	26.0		$	26.0		$	—	$	31.3		$	31.3
Investment land		18.6		—			18.6			40.6		—			40.6
Other assets		—		0.2			0.2			—		1.3			1.3
Total current assets held for sale	$	18.6	$	26.2		$	44.8		$	40.6	$	32.6		$	73.2
Property, plant and equipment	$	—	$	86.8		$	86.8		$	—	$	124.5		$	124.5
Intangible assets, excluding goodwill		—		208.5			208.5			—		208.5			208.5
Operating lease right-of-use assets		—		2.9			2.9			—		12.1			12.1
Goodwill		—		31.9			31.9			—		31.9			31.9
Valuation allowance for loss on sale		—		(4.5	)		(4.5	)		—		(4.5	)		(4.5	)
Total noncurrent assets held for sale	$	—	$	325.6		$	325.6		$	—	$	372.5		$	372.5
Lease obligations	$	—	$	(0.9	)	$	(0.9	)	$	—	$	(4.5	)	$	(4.5	)
Total current liabilities held for sale	$	—	$	(0.9	)	$	(0.9	)	$	—	$	(4.5	)	$	(4.5	)
Lease obligations	$	—	$	—		$	—		$	—	$	(4.1	)	$	(4.1	)
Asset retirement obligations		—		(17.5	)		(17.5	)		—		(17.7	)		(17.7	)
Total noncurrent liabilities held for sale	$	—	$	(17.5	)	$	(17.5	)	$	—	$	(21.8	)	$	(21.8	)