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

On January 12, 2024, the Company wholly 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.

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 of CRH 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 of December 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, net, on the Company's consolidated statement of earnings for 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.

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.

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


years ended December 31 (in millions)	2023			2022			2021
Total revenues	$	94.2		$	308.6		$	79.2

Pretax (loss) earnings from operations	$	(16.3	)	$	16.2		$	6.6
Pretax loss on divestitures and sales of assets		(24.0	)		(0.7	)		(6.0	)
Pretax (loss) earnings		(40.3	)		15.5			0.6
Income tax (benefit) expense		(9.4	)		5.0			0.1
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense	$	(30.9	)	$	10.5		$	0.5

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


years ended December 31 (in millions)	2023			2022			2021
Net cash provided by (used for) operating activities	$	0.6		$	(31.6	)	$	(8.2	)
Additions to property, plant and equipment	$	(3.0	)	$	(15.5	)	$	(3.7	)
Proceeds from divestitures and sales of assets		372.0			249.9			—
Net cash provided by (used for) investing activities	$	369.0		$	234.4		$	(3.7	)

Current assets and current liabilities held for sale at December 31, 2023 included the South Texas cement plant, related cement distribution terminals, 20 ready mixed concrete plants that serve the Austin and San Antonio region and certain nonoperating land. At December 31, 2022, assets and liabilities held for sale included the Tehachapi, California cement plant that was sold in October 2023, the Stockton, California cement terminal that was sold in May 2023 and certain nonoperating land.

Assets and liabilities held for sale are as follows:


	2023
December 31 (in millions)	Continuing Operations
Inventories, net	$	60.6
Investment land		17.9
Other assets		3.7
Property, plant and equipment		327.2
Intangible assets, excluding goodwill		122.3
Operating lease right-of-use assets		15.4
Goodwill		260.0
Total current assets held for sale	$	807.1

Lease obligations	$	(16.3	)
Asset retirement obligations		(1.9	)
Total current liabilities held for sale	$	(18.2	)


	2022
December 31 (in millions)	Continuing Operations		Discontinued Operations			Total
Inventories, net	$	—	$	31.3		$	31.3
Investment land		40.6		—			40.6
Other assets		—		1.3			1.3
Total current assets held for sale	$	40.6	$	32.6		$	73.2

Property, plant and equipment	$	—	$	124.5		$	124.5
Intangible assets, excluding goodwill		—		208.5			208.5
Operating lease right-of-use assets		—		12.1			12.1
Goodwill		—		31.9			31.9
Valuation allowance for loss on sale		—		(4.5	)		(4.5	)
Total noncurrent assets held for sale	$	—	$	372.5		$	372.5

Lease obligations	$	—	$	(4.5	)	$	(4.5	)
Total current liabilities held for sale	$	—	$	(4.5	)	$	(4.5	)

Lease obligations	$	—	$	(4.1	)	$	(4.1	)
Asset retirement obligations		—		(17.7	)		(17.7	)
Total noncurrent liabilities held for sale	$	—	$	(21.8	)	$	(21.8	)