Page 129 - Martin Marietta - 2023 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)

period is closed. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The results from
the acquired business are reported in the Company’s West Group and are immaterial for pro forma financial statement disclosures.
Tiller Corporation. n April 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and
hot mix asphalt supplier in the Minneapolis/St. Paul region, one of the largest and fastest‐growing midwestern metropolitan areas.
The Tiller acquisition complemented the Company’s existing product offerings in the surrounding areas. The Company determined
the acquisition‐date fair values of the assets acquired and liabilities assumed. As of December 31, 2022, the measurement period
is closed. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The results from the
acquired business are reported in the Company’s East Group and are immaterial for pro forma financial statement disclosures.

Divestitures
On August 9, 2022, the Company announced a definitive agreement to sell its Tehachapi, California cement plant and related
distribution terminals for $350.0 million in cash, subject to regulatory approval and customary closing conditions. These operations
are classified as assets held for sale and reported as discontinued operations as of and for the years ended December 31, 2022 and
2021.
In June 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and
14 California ready mix operations for $235.0 million in cash. In addition, on July 15, 2022, the Company sold its interest in a joint
venture that operates a cement distribution terminal for $15.0 million. These businesses were previously classified as assets held
for sale.
In April 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
e
t
transaction resulted in a pretax gain of $151.9 million, which is included in Other operating income, net, on the Company's
consolidated statement of earnings for the year ended December 31, 2022 and is inclusive of expenses incurred due to the
divestiture. The divested operations and the gain on divestiture are all reported in the West Group.
Discontinued Operations
Discontinued operations are comprised of the cement and California ready mix businesses acquired as part of the Lehigh West
Region transaction. Financial results for the Company's discontinued operations were as follows:

years ended December 31
(in millions) 2022 2021
Total revenues $ 308.6 $ 79.2

Pretax earnings from operations $ 16.2 $ 6.6
Pretax loss on divestiture (0.7) (6.0)
Pretax earnings 15.5 0.6
Income tax expense 5.0 0.1
Earnings from discontinued operations, net of income tax expense $ 10.5 $ 0.5

Total cash provided by operating and investing activities for discontinued operations was $202.8 million in 2022, which included
$249.9 million of proceeds from divestitures and $15.5 million of capital expenditures. Total cash used for operating and investing
activities for 2021 was $11.9 million.

Assets and Liabilities Held for Sale
Assets and liabilities held for sale at December 31, 2022 included a cement plant in Tehachapi, California; related cement
distribution terminals; the California ready mixed concrete plants not sold as part of the aforementioned Redding transaction; and
certain investment properties. At December 31, 2021, assets and liabilities held for sale also included the Redding, California
cement plant, related cement distribution terminals and 14 California ready mix operations that were sold in June 2022.

Annual Report ♦ Page 25