Page 126 - Martin Marietta - 2024 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)
Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated byfederal, state/local,
and foreign taxes and by individual jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
The ASU also requires additional qualitative disclosures. ASU 2023‐09 is effective prospectivelyfor annual periods beginning after
December 15, 2024, and early adoption and retrospective application are permitted. The ASU will impact the Company's income
tax disclosures, but not its results of operations, cash flows and financial condition.

Note B: Business Combinations, Divestitures, Discontinued Operations and Assets and Liabilities Held for
Sale

Business Combinations
January 12, 2024, the Companywholly acquired Albert Frei & Sons, Inc. (AFS), a leading aggregates producer in Colorado. This
acquisition provides more than 60 years (at 2023 production levels) of high‐quality, hard rock reserves to better serve new and
existing customers and enhances the Company's aggregates platform in the high‐growth Denver metropolitan area.
On February 11, 2024, the Company entered into a definitive agreement to acquire 20 active aggregates operations in Alabama,
South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion
in cash. The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the dynamic southeast
region by allowing the Company to expand into new growth platforms in target markets including Nashville and Miami. The
transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

Divestitures
On November 21, 2023, the Company announced that it entered into a definitive agreement to sell its South Texas cement business
and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary ofCRH plc, for $2.1 billion
in cash. Specifically, the facilities to be divested include the Hunter cement plant in New Braunfels, Texas, related cement
distribution terminals and 20 ready mixed concrete plants serving the Austin and San Antonio region. These operations are
reported in the West Group and classified as assets held for sale as ofDecember 31, 2023. The transaction, which optimizes the
Company's product mix portfolio and provides additional balance sheet flexibility to redeploy net proceeds into pure‐play
aggregates acquisitions, closed on February 9, 2024.
On October 31, 2023, the Company completed the sale of its Tehachapi, California cement plant to UNACEM Corp S.A.A. for $315.0
million in cash. In connection with the divestiture, the Company recorded a $26.3 million pretax loss in discontinued operations.

In May 2023, the Company divested its Stockton cement import terminal in California.
In June 2022, the Company completed the sale of its 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 California cement distribution terminal for $15.0 million.
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
transaction resulted in a pretax gain of $151.9 million, which was included in Other operating income,e net, on the Company's
consolidated statement of earningsfor the year ended December 31, 2022 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
Since October 1, 2021 and through their respective divestiture dates, the aforementioned California cement and ready mix
operations were part of the Company's West Group and classified as assets held for sale on the Company’s consolidated balance
sheets and the associated financial results were reported as discontinued operations on the consolidated statements of earnings.
As of December 31, 2023, there were no operations classified as discontinued operations.

ge 24 ♦ 2023 Annual Report