Page 28 - 2019 Annual Report

NOTES TO FINANCIAL STATEMENTS (continued)

The Company determined fair values of the assets acquired and liabilities assumed. As of April 2019, the measurement period
is closed. The following is a summary of the estimated fair values of the assets acquired and the liabilities assumed as of the
acquisition date:
(in millions)
Assets:
Cash and cash equivalents $ 1.2
Receivables 25.5
Inventory 46.6
Other current assets 1.0
Property, plant and equipment 1,519.3
Intangible assets, other than goodwill 20.2
Goodwill 243.0
Total Assets 1,856.8
Liabilities:
Accounts payable and accrued expenses 17.9
Deferred income tax liabilities, net 212.5
Noncontrolling interest 9.0
Total Liabilities 239.4
Total Consideration $ 1,617.4

Goodwill represents the excess purchase price over the fair values of assets acquired and liabilities assumed and reflects
projected operating synergies from the transaction, including expected overhead savings. None of the goodwill generated by
the transaction will be deductible for income tax purposes.
Total revenues and earnings from operations attributable to acquired operations included in the consolidated statements of
earnings were $245.7 million and $70.5 million, respectively, for the year ended December 31, 2019, and $172.0 million and
$32.4 million, respectively, for the year ended December 31, 2018.
Acquisition‐related expenses, primarily related to Bluegrass, were $28.3 million and $8.6 million for the years ended December
31, 2018 and 2017, respectively. Acquisition‐related expenses, net, for 2018 also include a $14.8 million gain on a required
divestiture of a legacy quarry.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information summarizes the combined results of operations for the Company and Bluegrass
as though the companies were combined as of January 1, 2017. Financial information for periods prior to the April 2018
acquisition date included in the pro forma earnings does not reflect any cost savings or associated costs to achieve such savings
from operating efficiencies or synergies that result from the combination. Consistent with the assumed acquisition date of
January 1, 2017, the pro forma financial results for the year ended December 31, 2017 include acquisition‐related expenses of
$28.1 million, the $14.8 million gain on the required divestiture of assets and the one‐time $18.7 million increase in cost of
revenues for the sale of acquired inventory marked up to fair value as part of acquisition accounting.
The pro forma information does not purport to project the future financial position or operating results of the combined
company. The pro forma financial information as presented below is for informational purposes only and is not indicative of
the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017.

years ended December 31
(in millions, except for per share data) 2018 2017
Total revenues $ 4,299.7 $ 4,178.6
Net earnings attributable to Martin Marietta $ 489.5 $ 691.7
Diluted earnings per share $ 7.75 $ 10.94

In August 2018, the Company purchased the remaining noncontrolling interest in a consolidated joint venture where the
controlling interest was acquired as part of the Bluegrass acquisition.

Page 26 ♦ Annual Report Celebrating 25 Years as a Public Company