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Business Combinations and Divestitures | 6 Months Ended
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Jun. 30, 2025
Business Combination [Abstract] |
Business Combinations and Divestitures | 2. Business Combinations and Divestitures ## Business Combinations Revenues and pretax earnings attributable to operations acquired in the first six months of 2024 (as subsequently described) included in the Company's consolidated statements of earnings and comprehensive earnings were $83 million and $11 million, respectively, for the three months ended June 30, 2024, and $97 million and $12 million, respectively, for the six months ended June 30, 2024. The pretax earnings for both the quarter and year-to-date periods ended June 30, 2024 include a $20 million charge for the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting for the Blue Water Industries LLC transaction. Blue Water Industries LLC. On April 5, 2024, the Company completed the acquisition of 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 complemented Martin Marietta’s existing geographic footprint in the southeast region by expanding into new growth platforms in target markets including Tennessee and South Florida. The results from the acquired operations are reported in the Company's East Group. The Company determined the acquisition-date fair values of assets acquired and liabilities assumed. As of June 30, 2025, the measurement period is closed. The goodwill generated by the transaction is not deductible for income tax purposes. The following is a summary of the values of the assets acquired and liabilities assumed as of April 5, 2024 (dollars in millions):
Assets: |  |  |
Inventories |  | $ | 47 |
Property, plant and equipment 1 |  |  | 2,052 |
Intangible assets, other than goodwill |  |  | 19 |
Other assets |  |  | 2 |
Total assets |  |  | 2,120 |
Liabilities: |  |  |
Deferred income taxes |  |  | 234 |
Asset retirement obligations |  |  | 3 |
Other liabilities |  |  | 95 |
Total liabilities |  |  | 332 |
Net identifiable assets acquired |  |  | 1,788 |
Goodwill |  |  | 262 |
Total consideration |  | $ | 2,050 |
1 Includes mineral reserves of $1.9 billion. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and BWI Southeast as though the companies were combined as of January 1, 2023 and 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, 2023:
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2024 |
|  | (Dollars in Millions) |
Revenues |  | $ | 1,764 |  |  | $ | 3,067 |
Net earnings from continuing operations attributable to Martin Marietta |  | $ | 324 |  |  | $ | 1,373 |
Albert Frei & Sons, Inc. On January 12, 2024, the Company acquired Albert Frei & Sons, Inc., a leading aggregates producer in Colorado. This acquisition provided more than 60 years of high-quality, hard rock reserves to better serve new and existing customers and enhances the Company's aggregates platform in the Denver metropolitan area. As of December 31, 2024, the measurement period was closed. The goodwill generated by the transaction is not deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial for other business combination disclosures, including pro-forma results of operations. Youngquist Brothers Rock, LLC. On October 25, 2024, the Company completed the acquisition of Youngquist Brothers Rock, LLC (YBR), a leading aggregates supplier in the Fort Myers, Florida area. This acquisition allows the Company to serve new and existing customers and enhances the Company's aggregates platform in South Florida. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of June 30, 2025. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's East Group and is immaterial for other business combination disclosures, including pro-forma results of operations. R.E. Janes Gravel Co. On December 13, 2024, the Company acquired R.E. Janes Gravel Co. (RE Janes), an aggregates bolt-on in Texas. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of June 30, 2025. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial for other business combination disclosures, including pro-forma results of operations. ## Divestitures On February 9, 2024, the Company completed the sale of its South Texas cement business and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash plus normal customary closing adjustments. Specifically, the divested facilities included the Hunter cement plant in New Braunfels, Texas, related cement distribution terminals and 20 ready mixed concrete plants that served the Austin and San Antonio region. The divestiture provided proceeds the Company used to consummate the BWI Southeast acquisition. The transaction resulted in a pretax gain of $1.3 billion, which is included in Other operating (income) expense, net, on the Company's consolidated statement of earnings and comprehensive earnings for the six months ended June 30, 2024 and is exclusive of transaction expenses incurred due to the divestiture. The divested operations and the gain on divestiture were reported in the West Group. ## Subsequent Events On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania. This transaction expands the Company's product offerings to new and existing customers and enhances the Company's Magnesia Specialties business. The Company is in the process of determining the acquisition-date fair values of assets acquired and liabilities assumed. On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holdings, Inc. (Quikrete) for the exchange of certain assets. Under the terms of the agreement, Martin Marietta will receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as $450 million of cash. In exchange, Quikrete will receive the Company’s Midlothian cement plant, related cement terminals and North Texas ready mixed concrete assets. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions.

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