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

9 Months Ended

Sep. 30, 2025

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

Business Combinations (2025)

Premier Magnesia, LLC. 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 Specialties business. 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 September 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 Specialties reportable segment and is immaterial for other business combination disclosures, including pro-forma results of operations.

QUIKRETE Holdings, Inc. On August 3, 2025, the Company entered into a definitive agreement with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the agreement, Martin Marietta would receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as cash proceeds. In exchange, QUIKRETE would receive the Company’s Midlothian cement plant, related cement distribution terminals and certain Texas ready mixed concrete assets. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Business Combinations (2024)

Revenues and pretax earnings attributable to operations acquired during the first nine months of 2024 (as subsequently described) included in the Company's consolidated statements of earnings and comprehensive earnings were $85 million and $13 million, respectively, for the three months ended September 30, 2024, and $182 million and $25 million, respectively, for the nine months ended September 30, 2024. The pretax earnings for the year-to-date period ended September 30, 2024 included 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. 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		Nine Months Ended
	September 30, 2024
	(Dollars in Millions)
Revenues	$	1,889	$	4,957
Net earnings from continuing operations attributable to Martin Marietta	$	363	$	1,733

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. As of September 30, 2025, the measurement period was closed. 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 September 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 nine months ended September 30, 2024 and is exclusive of transaction expenses incurred due to the divestiture. The historical

financial results of the divested operations and the gain on divestiture were reported in continuing operations for the West Group.

Discontinued Operations

In connection with the QUIKRETE asset exchange, the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are part of the West Group, have been classified as assets held for sale on the consolidated balance sheet as of September 30, 2025 and their associated financial results are reported as discontinued operations on the consolidated statements of earnings and comprehensive earnings for all periods presented.

Financial results for the Company's discontinued operations are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Revenues	$	242	$	247	$	634	$	655
Cost of revenues		166		161		490		478
Gross profit	$	76	$	86	$	144	$	177

Pretax earnings	$	68	$	84	$	130	$	170
Income tax expense		15		18		29		37
Earnings from discontinued operations, net of income tax expense	$	53	$	66	$	101	$	133

Cash flow information for the Company's discontinued operations is as follows:


	Nine Months Ended
	September 30,
	2025			2024
	(Dollars in Millions)
Net cash provided by operating activities	$	120		$	167

Additions to property, plant and equipment	$	(74	)	$	(88	)
Proceeds from divestitures and sales of assets		1			5
Net cash used for investing activities	$	(73	)	$	(83	)

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at September 30, 2025 included the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants and certain nonoperating land. At December 31, 2024, assets and liabilities held for sale included certain nonoperating land.

Assets and liabilities held for sale are as follows:


	September 30, 2025						December 31, 2024
	Continuing Operations		Discontinued Operations		Total		Continuing Operations
	(Dollars in Millions)
Inventories, net	$	—	$	96	$	96	$	—
Investment land		11		—		11		8
Property, plant and equipment		—		480		480		—
Goodwill		—		374		374		—
Intangible assets, excluding goodwill		—		249		249		—
Operating lease right-of-use assets		—		12		12		—
Other assets		—		2		2		—
Total current assets held for sale	$	11	$	1,213	$	1,224	$	8

Lease obligations	$	—	$	26	$	26	$	—
Asset retirement obligations		—		3		3		—
Other liabilities		—		11		11		—
Total current liabilities held for sale	$	—	$	40	$	40	$	—

MARTIN MARIETTA MATERIALS INC 10-Q