Page 128 - Martin Marietta - 2023 Proxy Statement
P. 128

NOTES TO FINANCIAL STATEMENTS (Continued)

           Lehigh West Region. n October 2021, the Company completed the acquisition of Lehigh West Region for $2.26 billion. The
           acquisition was primarilyfinanced using proceeds from the issuance of publicly traded debt. These operations provided an
           upstream, materials‐led growth platform across several of the nation’s largest and fastest‐growing megaregions in California and
           Arizona, solidifying the Company’s position as a leading coast‐to‐coast aggregates producer. The results from the acquired business
           are included in the Company’s West Group.
           The Company determined the acquisition‐date fair values of assets acquired and liabilities assumed. Notably, during the year ended
           December 31, 2022, the Company reduced the acquisition‐date fair value of intangible assets, other than goodwill, by $119.5
           million; increased the acquisition‐date fair value of asset retirement obligations and other liabilities assumed by $115.7 million;
           and increased goodwill by $233.1 million. As of December 31, 2022, the measurement period is closed. The following is a summary
           of the fair values of the assets acquired and the liabilities assumed as of the acquisition date:
            (in millions)
            Assets:
            Inventories                                                                           $             90.9
            Property, plant and equipment 1                                                                    847.5
            Intangible assets, other than goodwill                                                             431.5
            Goodwill                                                                                         1,222.3
            Other assets                                                                                        54.4
              Total Assets                                                                                   2,646.6
            Liabilities:
            Asset retirement obligations                                                                       247.5
            Operating and finance lease liabilities                                                             57.5
            Other liabilities                                                                                   77.0
              Total Liabilities                                                                                382.0
            Total Consideration                                                                   $          2,264.6
               1.  Includes mineral reserves of $332.0 million.
           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. Amortization of the goodwill generated by the
           transaction is deductible for income tax purposes.

           The following unaudited pro forma financial information summarizes the combined results of operations for the Company and
           Lehigh West Region as though the companies were combined as of January 1, 2020. Financial information for periods prior to the
           October 1, 2021 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 may result from the combination. Consistent with the assumed
           acquisition date of January 1, 2020, the pro forma financial results for the year ended December 31, 2020 include acquisition and
           integration expenses of $46.8 million.
           The unaudited pro forma financial information does not purport to project the future financial position or operating results of the
           combined company. The following pro forma financial information 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 as of January 1, 2020:

            years ended December 31
            (in millions, except for per share data)                                     2021             2020
            Total revenues                                                         $        5,755.1  $       5,184.9
            Net earnings from continuing operations attributable to Martin Marietta  $        737.3  $         642.4
            Diluted net earnings from continuing operations per share              $          11.78  $         10.30

           The pro forma financial information excludes the acquired cement and California ready mix businesses, which were classified as
           assets held for sale and reported as discontinued operations as of and for the year ended December 31, 2021.

           Southern Crushed Concrete. In July 2021, the Company acquired the assets of Southern Crushed Concrete (SCC), a leading producer
           in the Houston area of recycled concrete, which is principally used as a base aggregates product in infrastructure, commercial and
           residential construction applications. The Company determined the acquisition‐date fair values of the assets acquired and liabilities
           assumed. Notably, during the year ended December 31, 2022, the Company reduced the acquisition‐date fair value ofintangible
           assets, other than goodwill, by $64.0 million and increased goodwill by $64.7 million. As of December 31, 2022, the measurement


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