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Business Combinations and Dispositions
9 Months Ended
Sep. 30, 2015
Business Combinations And Dispositions [Abstract]  
Business Combinations and Dispositions

2.

Business Combinations and Dispositions

The Corporation acquired Texas Industries, Inc. (“TXI”) on July 1, 2014.  For the three and nine months ended September 30, 2015, net sales of $290,918,000 and $736,450,000, respectively, and earnings from operations of $19,698,000 and $53,635,000, respectively, were attributable to TXI operations and are included in the Corporation’s consolidated statements of earnings and comprehensive earnings. Earnings from operations for the three and nine months ended September 30, 2015 reflect the loss and expenses related to the sale of the California cement operations.  Please see “Disposition of Assets” in this footnote for further details on the disposition.  For the three months ended September 30, 2014, net sales and earnings from operations, excluding termination benefit charges included in other operating expenses, net, attributable to TXI operations were $273,573,000 and $18,755,000, respectively.

Acquisition and integration expenses associated with TXI were $1,663,000 and $5,259,000 for the three and nine months ended September 30, 2015, respectively. For the three and nine months ended September 30, 2014, acquisition and integration expenses associated with TXI were $73,968,000 and $88,959,000, respectively.

2.

Business Combinations and Dispositions (continued)

Unaudited Pro Forma Financial Information

The pro forma financial information for the nine months ended September 30, 2014 reflects the elimination of business development and acquisition integration expenses and the gain on the required divestiture of assets.

The unaudited pro forma financial information for the nine months ended September 30, 2014 includes TXI’s historical operating results for the six months ended May 31, 2014 (due to a difference in TXI’s historical reporting periods) and the results of operations for the TXI locations from July 1, 2014, the acquisition date, to September 30, 2014.

The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the earliest period presented.

 

 

 

Nine Months Ended

 

 

 

September 30, 2014

 

 

 

(Dollars in Thousands)

 

Net sales

 

$

2,309,104

 

Earnings from continuing operations attributable to

     controlling interest

 

$

76,728

 

 

Disposition of Assets

On September 30, 2015, the Corporation disposed of its California cement operations, which were reported in the Cement segment.  These operations were not in close proximity to other core assets of the Corporation and, unlike other marketplace competitors, were not vertically integrated with ready mixed concrete production.  

The divestiture primarily included a cement plant, two distribution terminals, mobile equipment, intangible assets and inventory.  In accordance with the asset purchase agreement, the liabilities assumed by the purchaser included asset retirement obligations.  The Corporation received proceeds of $420,000,000 and recognized a loss of $25,106,000 on the sale, inclusive of transaction-related accruals, and other disposal-related expenses of $4,782,000, of which $3,603,000 was expensed in the three months ending September 30, 2015 and the remaining portion of the expenses was recognized in the quarter ended June 30, 2015.  The loss and related expenses are included in other operating expenses, net, in the consolidated statements of earnings and comprehensive earnings.