Page 133 - Martin Marietta - 2025 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)
Note B: Business Combinations, Divestitures, Discontinued Operations and Assets and Liabilities Held for
Sale
Business Combinations

Revenuesand pretax earnings attributable to operations acquired in2024 (as subsequently described) included inthe Company's
consolidated statementof earnings were $261 million and$38 million, respectively, for theyearended December31, 2024. Pretax
earnings attributable to acquiredoperations for 2024 reflectthe impact of selling acquired inventory after its markup to fair value
as part of acquisition accounting, including $20 million related to the BlueWater Industries LLC transaction.

Blue Water Industries LLC. On April5,2024, the Company completedthe acquisition of 20 active aggregates operations in Alabama,
South Carolina, SouthFlorida, Tennessee, andVirginia fromaffiliatesofBlueWater Industries LLC (BWI Southeast) for$2.05 billion
in cash. The BWISoutheast acquisitioncomplements Martin Marietta’s existing geographic footprint in thesoutheast region by
allowing the Company to expand into new growthplatforms in target markets, including Tennesseeand SouthFlorida. The results
fromthe acquiredoperationsare reported in the Company's East Group.
The Companydetermined theacquisition-date fairvaluesof assets acquiredand liabilitiesassumed. The Company has recorded
preliminary fairvaluesof the assets acquiredand liabilitiesassumed, whichare subjecttoadditional reviewsthatare not yet
complete. As such,these amountsare subjecttochangeduringthe measurementperiod, whichextends no longer than one year
fromthe consummation date, and remainsopenasofDecember31, 2024. Notably, duringthe measurementperiod, the Company
increased theacquisition-date fairvalue of property,plant andequipment by $91 millionand reducedgoodwill by $82 million.
Specificaccountssubject to ongoingpurchaseaccounting adjustments include, butare notlimited to,property, plantand
equipment; goodwill; otherassets;other liabilities; anddeferred incometaxes. The goodwill generatedby the transaction isnot
deductible for income tax purposes.

The following is asummary of the preliminary estimated fairvalues of theassets acquiredand liabilities assumedasof April 5,
2024:

(in millions)
Assets:
Inventories $ 47
Property,plant andequipment 1 2,052
Intangible assets,other than goodwill 19
Otherassets 2
Totalassets 2,120
Liabilities:
Deferred incometaxes 234
Asset retirementobligations 3
Otherliabilities 96
Totalliabilities 333
Net identifiableassets acquired 1,787
Goodwill 263
Totalconsideration $ 2,050

1 Includes mineral reserves of $1.9 billion.

The following unaudited pro forma financial information summarizesthe combined resultsof operations for the Company and BWI
Southeast as though thecompanies were combined as ofJanuary 1, 2023.The unauditedpro forma financial informationdoesnot
purport to projectthe future financial positionoroperating resultsof the combined company.Consistent with theassumed
acquisition date ofJanuary 1, 2023, the pro forma financial results include acquisitionand integrationexpensesof $23 millionand
a $20 millioncharge for selling inventory after its markup to fair value for theyearended December31, 2023.

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