Page 134 - Martin Marietta - 2025 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)
The following pro forma financial information is for informational purposesonlyand is not indicative of the results of operations
that would have been achieved if theacquisition hadtaken placeasof January 1, 2023:
years ended December 31
(in millions) 2024 2023
Revenues $ 6,588 $ 7,003
Netearnings fromcontinuingoperationsattributable to Martin Marietta $ 2,028 $ 1,117

Other Business Combinations. On January 12, 2024,the CompanyacquiredAlbertFrei& Sons, Inc.(AFS), a leading aggregates
producer in Colorado.Thisacquisition provides morethan60years (atcurrent production levels)of high-quality, hard rock reserves
to betterserve new and existing customersand enhances the Company's aggregates platform in the Denver metropolitan area.
The Company determinedthe acquisition-date fair valuesof the assets acquiredand liabilitiesassumed. As of December 31, 2024,
the measurementperiod isclosed. The goodwill generatedby the transaction isnot deductible for income tax purposes. The
acquisition is reported in the Company's West Group and is immaterial forpro-forma financialstatement disclosures.

OnOctober 25, 2024, the Company completedthe acquisition of Youngquist Brothers Rock, LLC (YBR), aleading aggregates supplier
inthe Fort Myers, Floridaarea. This acquisitionallows the Company to servenew andexistingcustomers andenhances the
Company's aggregates platform in SouthFlorida. The acquisition was financedthrough short-term borrowings,which were repaid
upona public debt offering completedonNovember4,2024 (seeNoteG). The Company has recordedpreliminary fairvalues of
the assets acquired andliabilitiesassumed, whichare subjecttoadditional reviewsthatare not yet complete. Thus,these amounts
are subjecttochangeduringthe measurementperiod, whichextends no longer than oneyear fromthe consummation date, and
remains open as of December 31, 2024.Specificaccountssubjecttoongoing purchase accounting adjustments, include,but are
not limited to,property, plantand equipment; goodwill; otherassets; and otherliabilities. The goodwill generatedby the
transaction is deductible for incometax purposes.The acquisition is reported in the Company's East Group and is immaterial for
pro-forma financialstatement disclosures.
On December 13, 2024,the Companyacquired R.E.Janes Gravel Co.(REJanes), anaggregates bolt-on inTexas. The Company has
recordedpreliminary fair valuesof the assets acquired andliabilitiesassumed, which aresubjecttoadditional reviewsthatare not
yet complete. Thus,these amountsare subjecttochangeduringthe measurementperiod, whichextends no longer than one year
fromthe consummation date, and remainsopenasofDecember31, 2024.Specificaccountssubject to ongoing purchase
accounting adjustments, include,but arenot limited to, property, plantand equipment; goodwill; otherassets; and otherliabilities.
The goodwill generatedby the transactionisdeductible for income tax purposes. Theacquisition is reported in the Company's
West Group and is immaterial for pro-forma financial statement disclosures.
In2024, the Company completedacquisitions for totalconsideration of $1.6billion, excluding the BWI Southeasttransaction.On
a combined preliminary basis,these acquisitions (excluding BWISoutheast) included$1.5billionofproperty, plantand equipment
(including $1.3billion in mineral reserves), $115 millionof goodwill, $27 millionof other intangiblesand $92 millionof deferred
incometaxes. Individually andona combined basis, theseacquisitionsare immaterial forpro-forma financialstatement
disclosures.

Divestitures
On February 9, 2024,the Company completed thesaleofits SouthTexas cement businessand certainofits related ready mixed
concreteoperationsto CRH Americas Materials, Inc., a subsidiary ofCRHplc, for $2.1billion incash plusnormalcustomary closing
adjustments.Specifically,the divested facilities includedthe Hunter cement plant inNew Braunfels, Texas, relatedcement
distributionterminals and 20 ready mixedconcrete plantsthatservedthe Austin andSan Antonio region, allofwhich were
classified as assets held forsaleasofDecember31, 2023. The divestiture provided proceedsthe Company usedtoconsummate
the BWISoutheast acquisition. The transaction resulted ina pretax gain of $1.3 billion, which is included in Otheroperating income,
e
net, inthe Company'sconsolidated statementof earnings for theyearended December31, 2024 and isexclusive of transaction
expenses incurred duetothe divestiture. Thedivestedoperationsand the gainondivestiture are reported inthe West Group.

On October31, 2023,the Company completed thesaleofits Tehachapi,Californiacementplant to UNACEM Corp S.A.A. for$315
million incash. In connection withthe divestiture, the Company recorded a$26 millionpretax loss indiscontinuedoperations.

In May 2023, the Company divested itsStocktoncement importterminal in California.

age26 ♦ 2024 Annual Report