Martin Marietta Materials (MLM) 10-K risk factor changes: FY2021 vs FY2020

As a result of these issues, several of our top revenue-generating states, from [removed: time-to-time,] [added: time to time,] stop bidding or slow bid projects in their transportation departments.

We sell most of our aggregates (our primary business) and our cement [removed: products,] [added: products] to the construction [removed: industry, therefore] [added: industry and, therefore,] our results depend on that industry’s strength.

[added: If economic conditions] and construction spending decline significantly in one or more areas, particularly in the Building Materials [removed: Business’] [added: business’] top five [removed: revenue\-generating] [added: revenue-generating] states of Texas, Colorado, North Carolina, Georgia and [removed: Iowa,] [added: Minnesota,] our profitability will decrease.

Adverse weather conditions, including hurricanes and tropical storms, cold weather, [removed: snow and] [added: snow,] heavy or sustained rainfall, [added: wildfires and earthquakes,] reduce construction activity, restrict the demand for our products and impede our ability to efficiently transport material.

The second and third quarters are generally subject to heavy precipitation, and thus are more profitable if precipitation is lighter, while the first and fourth quarters are subject to the impacts of winter weather, and thus are generally the least [removed: profitable.][added: profitable and are more profitable if the impact of winter weather is less.]

[removed: Our businesses] [added: Our businesses] could be adversely affected by the ongoing COVID-19 pandemic, or any other outbreak of disease, epidemic or pandemic, or similar public health threat, or fear of such an event and its related economic and societal [removed: response][added: response]

The proliferation of COVID-19 cases in the United States, and the extent that geography of outbreaks primarily matches the regions in which the Company’s Building Materials [removed: Business] [added: business] principally operates, [removed: in combination with the related governmental orders limiting individuals’ movements and social gatherings, as well as requiring many businesses to close for an undetermined period of time, are] [added: can] negatively [removed: impacting] [added: impact] economic activity, consumer confidence and discretionary spending, and overall market conditions.

As other examples, our aggregates, ready mixed concrete, and asphalt and paving businesses may compete with recycled asphalt and concrete products that could be used [added: in certain applications] instead of new products and our cement operations may compete with international competitors who are importing products into the United States from jurisdictions with lower production and regulatory costs.

We will continue to pursue selective acquisitions, joint ventures or other business arrangements we believe will help our [removed: Company.][added: Company grow.]

[removed: However, the continued] success of our acquisition program will depend on our ability to find and buy other attractive businesses at an appropriate price and our ability to integrate acquired businesses into our existing operations.

Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the [removed: future,] [added: future] if the [added: integration process takes longer than expected or is more costly than expected.]

| | • | [removed: potential] [added: discovery of previously] unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the remaining operations; and |

Our cement business could suffer if cement imports from other countries significantly increase or are sold in the [removed: U.S.] [added: United States] in violation of U.S. fair trade laws

In addition, if environmental regulations increase the costs of domestic producers compared to foreign producers that are not subject to similar regulations, imported cement could achieve a significant cost [added: advantage over domestically produced cement.]

Many federal, state and local laws and regulations relating to zoning, land use, air emissions (including carbon dioxide and other GHGs), water use, allocation and discharges, waste management, noise and dust control, mining, [added: land] reclamation and other environmental, health and safety matters govern our operations.

These potential liabilities could result in material costs, including [removed: for] fines or personal injury or damages claims, which could have an adverse impact on our operations and profitability.

For example, from time to time we investigate and remediate environmental contamination relating to our prior or current operations, as well as operations we [removed: have acquired from others, and in some cases we have been or could be named as a defendant in litigation brought by governmental agencies or private parties.]

[removed: Amid concerns that GHG emissions are contributing to climate change, a] [added: A] number of governmental bodies, including the U.S. Congress and various U.S. states, have proposed, enacted or are contemplating legislative and regulatory changes to mitigate or address the potential impacts of climate change, including provisions for [added: GHG] emissions reductions or the use of alternative fuels, carbon credits (such as a "cap and trade" system) and a carbon tax.

For example, in the [removed: U.S.,] [added: United States,] the USEPA promulgated a mandatory reporting rule covering GHG emissions from sources considered to be large emitters.

With the change of the U.S. presidential [removed: administration,] [added: administration in 2021,] it is [removed: too early to tell] [added: currently unclear] whether the USEPA will proceed with revisions of the Tailoring Rule or proceed in a different direction, nor is it known how the USEPA may revise the BACT requirements.

[removed: In addition to reentering the Paris Agreement, on January 27, 2021,] [added: U.S.] President Biden [removed: issued] [added: also has taken] a [added: number of steps to make climate change a central focus of his administration, including issuing a] pair of executive orders and a presidential memorandum making [removed: the] climate change central to U.S. Policy and setting out several administrative priorities and undertakings.

Although it is still too early to determine the actions the federal [removed: governmental] [added: government] will [added: ultimately] take to implement [removed: the] [added: these] orders, [added: commitments and laws,] or the full scope, timing or ramifications of such measures, it is clear that the administration intends [added: and has begun] to make a significant and sweeping push on the climate front and, like other signatories to the Paris Agreement, intends to pursue a goal of a Net Zero GHG by 2050.

[removed: The orders,] [added: These measures,] combined with [removed: democratic] [added: Democratic] control of both chambers of the U.S. Congress, [added: also] suggest that additional executive and/or legislative action is likely, although the timing and scope of such action is unclear.

Additionally, it seems probable that the USEPA and other agencies will [removed: likely] use their rule-making authority and procurement decisions to further address climate change.

Various states where we have operations [added: have enacted or] are considering climate change initiatives as well, and we may be subject to state regulations in addition to any federal laws and rules that are passed.

Although our aggregates, ready mixed concrete and asphalt and paving operations are not [removed: major] [added: so-called “major”] sources of GHG [removed: emissions,] [added: emissions subject to the USEPA reporting rule,] any additional regulatory restrictions on emissions of GHGs imposed by the USEPA will likely impact our magnesia-based chemicals operations in Woodville, Ohio, and Manistee, Michigan, as well as our two cement plants in [removed: Texas,] [added: Texas and our two cement plants in California,] each of which [added: currently] file annual reports of GHG emissions as required by the USEPA reporting rule.

In addition, we may not be able to recover any increased operating [removed: costs or] [added: costs,] taxes [added: or capital investments (other than with respect to any carbon reduction or capture technologies)] relating to GHG emission limitations at those plants from our customers in order to remain competitive in pricing in the relevant markets.

[removed: In addition, climate] [added: Climate] and inclement weather can [added: also] reduce the useful life of an asset.

These and other climate-related [removed: risks also could impact our customers,] [added: risks,] such as a downturn in the construction [removed: sector,] [added: sector due to harsh weather, high precipitation or other changes in weather, could impact our customers,] which could lead to reduced demand for our products.

The visibility into future federal infrastructure funding was clarified and stabilized to some extent in 2015 with the passage of the [removed: current federal highway bill, the] [added: Fixing America’s Surface Transportation, or] FAST Act, which reauthorized federal highway and transportation funding programs.

[removed: We] [added: Further, we continue to] expect to see increased infrastructure spending at the state and local levels in [removed: 2021,] [added: 2022,] aided by $10 billion for state departments of transportation provided by the December 2020 federal stimulus package as well as $14 billion of approved ballot initiatives.

We cannot be assured, however, of [removed: such approval or of] the [removed: existence,] amount and timing of appropriations for spending on [removed: future] [added: infrastructure] projects.

The residential construction market accounted for [removed: 24%] [added: 25%] of our [added: organic] aggregates shipments in [removed: 2020.][added: 2021.]

[removed: Increases] [added: Increases] in our effective income tax rate may harm our results of [removed: operations][added: operations]

Labor unions represent approximately [removed: 10%] [added: 14%] of the hourly employees of our Building Materials [removed: Business] [added: business] and all of the hourly employees of our Magnesia Specialties business.

Our collective bargaining agreements for employees of our Magnesia Specialties business at the Woodville, Ohio, lime plant and the Manistee, Michigan magnesia chemicals plant expire in [added: and] June 2022 and August [removed: 2023,] [added: 2027,] respectively.

In addition, because of our reliance on our senior management team, the [added: unanticipated departure of any key member of our management team could have an adverse effect on our business.]

[removed: Financial,] [added: Financial,] Accounting and Cost Management Risk [removed: Factors][added: Factors]

We urge you to read about our accounting policies in [Note [removed: A](#NOTE_A_ACCOUNTING_POLICIES)] [added: A](#NOTE_A_ACCOUNTING_POLICIES): Accounting Policies] of our Consolidated financial statements included under [Item 8, “Financial Statements and Supplementary Data,”](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) of this Form 10-K.

Demand for aggregates products, particularly in the infrastructure construction market, have [added: historically] been negatively affected by federal and state budget challenges and the uncertainty over future highway funding levels.

| Form 10-K ♦ Page 12 |  | SOAR to a Sustainable Future |

We expect that the passage of the Infrastructure Investment and Jobs Act (the IIJ Act) should provide funding visibility for the foreseeable future.

The Company’s California operations are at risk for wildfire activity and water use restrictions given ongoing severe drought conditions.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 13 |

While our operations have been designated as “essential” under applicable government orders otherwise restricting business activities to prevent further outbreak of COVID-19, and accordingly have been permitted to continue to operate, the Company continues to actively monitor the situation and may take further actions that alter its business operations including any that may be required by federal, state or local authorities or that the Company determines are in the best interests of its employees, customers, suppliers, vendors, communities and other stakeholders.

Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues.

Remote working trends are reducing miles driven, which can have a negative impact on various revenue streams that fund roadway projects.

Further, delays or cancellations of projects in the nonresidential and residential construction markets, which combined accounted for 61% of aggregates shipments for the year ended December 31, 2021, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

However, the continued

| Form 10-K ♦ Page 14 |  | SOAR to a Sustainable Future |

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 15 |

| Form 10-K ♦ Page 16 |  | SOAR to a Sustainable Future |

have acquired from others, and in some cases we have been or could be named as a defendant in litigation brought by governmental agencies or private parties to investigate or clean-up such contamination.

President Biden reentered the Paris Agreement in January 2021 and later announced the United States’ reduction commitments under the Paris Agreement, including a 50% to 52% economy-wide reduction in net GHG emissions from 2005 levels by 2030.

More recently, President Biden set out a pact with 103 countries and jurisdictions, known as the Global Methane Pledge, to reduce global methane emissions by 30% from 2020 levels by the end of the decade.

In November 2021, President signed into law the IIJ Act, which provides billions of dollars in new funding for public transit and clean energy projects intended, in part, to address climate change, including road, bridge and other major infrastructure projects.

In addition, the currently-proposed Build Back Better bill calls for significant U.S. government investments in the commercialization and scale-up of energy and climate technologies, as well as tax credits for businesses that invest in clean energy.

For example, California has had a cap-and-trade program for emissions rights since 2012.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 17 |

In addition, our California operations are at risk for wildfires, which is exacerbated by prolonged drought, which may also result in water restrictions.

Increased intensity and frequency of extreme weather events have been linked to climate change, and further global warming may increase the risk of adverse weather conditions.

Further clarification was provided with the passage of the $1 trillion IIJ Act in November 2021, which contains a five-year surface transportation reauthorization plus $110 billion in new funding for roads, bridges and other hard infrastructure projects.

At the federal level, we expect to see stable infrastructure spending in 2022, with more meaningful impact from the IIJ Act beginning in 2023.

| Form 10-K ♦ Page 18 |  | SOAR to a Sustainable Future |

Investment returns on our pension assets may be lower than expected, or interest rates may decline, requiring us to make significant additional cash contributions to our benefit plans.

A portion of our current and former employees have accrued benefits under our defined benefit pension plans.

Requirements for funding our pension plan liabilities are based on a number of actuarial assumptions, including the expected rate of return on our plan assets and the discount rate applied to our pension plan obligations.

Fluctuations in equity market returns and changes in long-term interest rates could increase our costs under our defined benefit pension plans and may significantly affect future contribution requirements.

It is unknown what the actual investment return on our pension assets will be in future years and what interest rates may be at any given point in time.

We cannot therefore provide any assurance of what our actual pension plan costs will be in the future, or whether we will be required under applicable law to make future material plan contributions.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 19 |

Impairment charges could have a material adverse effect on the Company’s financial results

Goodwill and other acquired intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment by management at least annually.

If the carrying value exceeds the implied fair value of goodwill, the goodwill is considered impaired and is reduced to fair value via a non-cash charge to earnings.

If the carrying value of an indefinite-lived intangible asset is greater than its fair value, the intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings.

Future events may occur that would adversely affect the fair value of our goodwill or other acquired intangible assets and require impairment charges.

Such events may include, but are not limited to, lower than forecasted revenues, actual new construction and repair and remodel growth rates that fall below our assumptions, actions of key customers, increases in discount rates, continued economic uncertainty, higher levels of unemployment, weak consumer confidence, lower levels of discretionary consumer spending, a decrease in royalty rates and a decline in the trading price of our common stock.

We continue to evaluate the impact of economic and other developments to assess whether impairment indicators are present.

Accordingly, we may be required to perform impairment tests based on changes in the economic environment and other factors, and these tests could result in impairment charges in the future.

Further, delays or cancellations to capital

If economic conditions

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 11 |

While our operations have been designated as “essential” under applicable government orders otherwise restricting business activities to prevent further outbreak of COVID-19, and accordingly have been permitted to continue to operate during the pendency of these orders, it is possible that they may not continue to be so treated under future government orders, or, even if so treated, site-specific health and safety concerns might otherwise require certain of the Company’s operations to be halted for some period of time.

We are monitoring the impact of COVID-19 on our operations and on our product demand.

Due to economic uncertainty related to COVID-19, contractors and customers may delay advancing, or ultimately cancel, building projects.

In addition, reduced travel due to remote working and stay-at-home practices, including as a result of governmental orders restricting activity, may continue to negatively impact fuel tax revenues that fund highway projects.

While we do not currently expect that the virus will have a material adverse effect on the Company’s liquidity, we are unable to accurately and fully predict the impact that COVID-19 will have on the results of operations due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities and

| Form 10-K ♦ Page 12 |  | A World-Class Organization Built for Success |

other third-parties in response to COVID-19 and the timing and pace of any economic recovery as COVID-19 impacts ultimately abate.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 13 |

integration process takes longer than expected or is more costly than expected.

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advantage over domestically produced cement.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 15 |

U.S. President Biden has made climate change a central focus of his administration.

The FAST Act was extended for one year and now is set to expire September 30, 2021.

If a reauthorization bill is not finalized prior to the FAST Act expiration, the Company anticipates some level of funding would be continued with continuing resolutions.

Uncertainty of federal funding has led to an increase in state and alternative methods of infrastructure funding.

At the federal level, we expect to see stable infrastructure

| Form 10-K ♦ Page 16 |  | A World-Class Organization Built for Success |

spending in 2021 resulting from the FAST Act extension, but beyond that will be dependent on a successor bill to the FAST Act or continuing resolutions in the future for any greater federal impact on funding.

Any enhanced federal infrastructure bill will require Congressional approval.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 17 |

unanticipated departure of any key member of our management team could have an adverse effect on our business.

| Form 10-K ♦ Page 18 |  | A World-Class Organization Built for Success |

In 2020, the cement operations incurred shutdown costs of $19.7 million during the year.

In 2020, the Magnesia Specialties business incurred shutdown costs of $5.1 million during the year.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 19 |

We are dependent on information technology systems and infrastructure, including reliance on third-party vendors and third-party software.

Any significant breakdown, invasion, destruction or interruption of these systems by employees, others with authorized access to our systems or unauthorized persons could negatively impact operations.

There is also a risk that we could experience a business interruption, theft of information or reputational damage as a result of a cyber-attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers.

While we have invested in the protection of our data and information technology to reduce these risks and routinely test the

| Form 10-K ♦ Page 20 |  | A World-Class Organization Built for Success |

security of our information systems network, we cannot ensure that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business.

During [removed: 2020,] [added: 2021,] the Federal Reserve lowered the federal funds rate, and at December 31, [removed: 2020,] [added: 2021,] the rate was [removed: 0.09%.][added: 0.07%.]

The residential construction market accounted for approximately [removed: 24%] [added: 25%] of the Company’s [added: organic] aggregates shipments in [removed: 2020.][added: 2021.]

At December 31, [removed: 2020,] [added: 2021,] the Company had [removed: a $700] [added: an $800.0] million Revolving Facility and a [removed: $400] [added: $400.0] million Trade Receivable Facility.

As of December 31, [removed: 2020,] [added: 2021,] the Company did not have any outstanding variable-rate debt.

Assumptions that affect pension expense include the discount rate and, for the [added: qualified] defined benefit pension [removed: plans] [added: plan] only, the expected long-term rate of return on assets.

A hypothetical 10% change in the Company’s energy prices in [removed: 2021] [added: 2022] as compared with [removed: 2020,] [added: 2021,] assuming constant volumes, would change [removed: 2021] [added: 2022] energy expense by [removed: $23.1] [added: $33.3] million.

A hypothetical 10% change in sales price of the cement product line would impact cement product line revenues by [removed: $45.3] [added: $49.4] million.

A hypothetical 10% change in cement costs in [removed: 2021] [added: 2022] compared with [removed: 2020,] [added: 2021,] assuming constant volumes, would change the ready mixed concrete product line cost of sales by [removed: $25.5] [added: $31.5] million.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 69 |

| Form 10-K ♦ Page 64 |  | A World-Class Organization Built for Success |

| | | |

The Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 300] [added: 350] quarries, mines and distribution yards in [removed: 27] [added: 28] states, Canada and The Bahamas.

In [removed: 2020,] [added: 2021,] the aggregates product gross profit accounted for [removed: 68%] [added: 67%] of the Company’s consolidated total product [added: and services] gross profit.

[removed: In the western United States,] Martin Marietta also provides cement and downstream products, namely, ready mixed concrete, asphalt and paving services, in markets that are naturally vertically integrated and where the Company has a leading aggregates position.

FOR FURTHER INFORMATION WITH RESPECT TO THE DEVELOPMENT OF THE COMPANY’S BUSINESS PRIOR TO [removed: 2020,] [added: 2021,] SEE THE INFORMATION APPEARING UNDER THE HEADING “GENERAL” INCLUDED IN [PART I, ITEM 1](http://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-10k_20191231.htm#ITEM_1_BUSINESS) OF THE COMPANY’S [FORM 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/916076/000156459020005784/mlm-10k_20191231.htm) FOR THE YEAR ENDED DECEMBER 31, 2019, WHICH INFORMATION IS INCORPORATED BY REFERENCE.

The East Group provides aggregates [added: and asphalt] products only.

The [removed: top] ten [added: largest revenue-generating] states accounted for [removed: 87%] [added: 84%] of the Building Materials [removed: Business] [added: business] total revenues in [removed: 2020:] [added: 2021:] Texas, Colorado, North Carolina, Georgia, [added: Minnesota,] Iowa, Florida, South Carolina, [removed: Indiana, Maryland] [added: Indiana] and [removed: Nebraska.][added: Maryland.]

The Company’s Magnesia Specialties [added: business] is reported as a separate segment, which includes its magnesia-based chemicals and dolomitic lime businesses.

For more information on the organization and geographic area of the Company’s business segments, see “[Note A: Accounting [removed: Policies-Organization](#NOTE_A_ACCOUNTING_POLICIES)”] [added: Policies](#NOTE_A_ACCOUNTING_POLICIES)”] and “[Note P: Segments](#NOTE_P_SEGMENTS)” of the “Notes to Financial Statements” of the Company’s consolidated financial statements, which appear in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K (this Form [removed: 10-K).][added: 10-K), which information is incorporated by reference.]

The profitability of the Building Materials [removed: Business,] [added: business,] which serves customers in the construction marketplace, is sensitive to national, regional and local economic conditions and cyclical swings in construction spending, which are in turn affected by fluctuations in levels of public-sector infrastructure funding; interest rates; access to capital markets; and demographic, [removed: geographic, employment and population dynamics.]

The heavy-side construction [removed: business, inclusive of] [added: business is conducted outdoors, as are] much of the [removed: Company’s operations, is conducted outdoors.][added: Building Materials business’s operations.]

Therefore, erratic weather patterns, seasonal changes, and other weather-related conditions, including precipitation, flooding, hurricanes, snowstorms, extreme [removed: temperatures] [added: temperatures, wildfires, earthquakes] and droughts, can significantly affect production schedules, shipments, costs, efficiencies and profitability.

[removed: Aggregates are an engineered, granular material] [added: Aggregates,] consisting of crushed stone, sand and gravel, [removed: which] [added: are an engineered, granular material that] is manufactured to specific sizes, grades and chemistry for use primarily in construction applications.

The Company’s operations consist primarily of open pit quarries; however, the Company is the largest operator of underground aggregates mines in the United [removed: States] [added: States,] with 14 active underground mines located in the East Group.

These [removed: plants] [added: plants, which] produce Portland and specialty cements, have a combined [added: annual clinker capacity of 4.5 million tons, and operated at 76% utilization in 2021.]

The Company owns more than 600 million tons of limestone reserves adjacent to its [added: Texas] cement production [added: plants and more than 50 million tons of limestone reserves adjacent to its California cement production] plants.

The Company operates [removed: 120] [added: 150] ready mix plants in Texas, [removed: Colorado] [added: Colorado, California, Arizona] and Wyoming.

The Building Materials [removed: Business] [added: business] markets its products primarily to the construction industry, with [removed: 36%] [added: 34%] of [added: its 2021 organic] aggregates shipments [removed: in 2020] [added: sold] to contractors in connection with highway and other public infrastructure projects and the balance of its [added: organic] shipments [added: sold] primarily to contractors for nonresidential and residential construction projects.

Funding of public infrastructure, [added: historically] the Company’s largest end-use market, is discussed in greater detail under “[Building Materials Business’ Key Considerations—Public Infrastructure](#BMBs_Key_Consideration_Public_Infra)” in [Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F),’’ of this Form 10-K.

The five largest revenue-generating [removed: states] [added: states, determined by state of destination,] (Texas, Colorado, North Carolina, [removed: Georgia,] [added: Georgia] and [removed: Iowa)] [added: Minnesota)] accounted for [removed: 71%] [added: 68%] of the Building Materials [removed: Business’] [added: business’] total revenues by state of destination in [removed: 2020.][added: 2021.]

The Company, being considered an essential business, continued to operate but experienced a modest [removed: volume] decline in aggregates shipments [added: in 2020] due to a slowdown in overall construction [removed: activity.][added: activity and only modest growth in organic aggregates shipments in 2021.]

Proximity of quarry facilities to [removed: customers] [added: customers’ construction sites] or to long-haul transportation corridors is an important factor in competition for aggregates businesses.

The Company’s distribution network moves aggregates materials from [added: certain] domestic and offshore sources via its long-haul rail and waterborne distribution network, to markets where aggregates supply is limited.

At December 31, [removed: 2020,] [added: 2021,] the Company’s [added: aggregates] distribution facilities consisted of 84 terminals.

[removed: Moreover,] [added: However,] the Company’s expansion of its rail-based distribution network, coupled with the extensive use of rail service, increases the Company’s dependence on and exposure to railroad performance, including track congestion, crew availability, railcar availability, locomotive availability, and the ability to renegotiate favorable railroad shipping contracts.

The waterborne distribution network also increases the Company’s exposure to certain risks, including, among other items, meeting minimum tonnage [added: requirements of shipping contracts, demurrage costs, fuel costs, ship availability and weather disruptions.]

[removed: In] either instance, the acquisition of additional property around an existing quarry allows the expansion of the quarry footprint and extension of quarry life.

[removed: Opportunities] [added: Acquisition opportunities] include public and large private, family-owned businesses, as well as asset swaps and divestitures from companies executing their strategic plans, rationalizing non-core assets, and repairing financially-constrained balance sheets.

The Company’s Board of Directors [removed: (the Board of Directors)] and management continue to review and monitor the Company’s long-term strategic plans, commonly referred to as SOAR (Strategic Operating Analysis and Review), which include assessing business combinations and arrangements with other companies engaged in similar businesses, increasing the Company’s presence in its core businesses, investing in internal expansion projects in high-growth markets, and pursuing new opportunities related to the Company’s existing markets.

The [removed: Company reports] cement and downstream operations [removed: within the Building Materials Business’ West Group reportable segment; their] results are affected by volatile factors, including [removed: fuel] [added: energy-related] costs, operating efficiencies and weather, to a greater extent than the Company’s aggregates operations.

The Company’s aggregates reserves average approximately [removed: 90] [added: 78] years, based on current production levels.

Approximately 70% [removed: -] [added: to] 75% of all cement shipments are sent to ready mixed concrete operators.

[added: The rest are shipped to] manufacturers of concrete-related products, contractors, materials dealers and oil well/mining/drilling companies, as well as government entities.

Energy accounted for approximately [removed: 21%] [added: 23%] of the cement production cost profile in [removed: 2020.][added: 2021.]

The Company currently has fixed-price supply contracts for coal [added: and natural gas,] but also consumes [removed: natural gas,] alternative fuel and petroleum coke.

Further, profitability of the cement operations is also [removed: subject to] [added: impacted by] kiln maintenance, which typically requires a plant to be shut down for a period of time.

The limestone reserves used as a raw material for cement are located on Company-owned property, adjacent to each of the [removed: two] cement plants.

The cement operations generally deliver [removed: its] [added: their] products upon receipt of customer orders or requests.

In [removed: 2020, 67%] [added: 2021, 69%] of Magnesia Specialties’ total revenues were attributable to chemical products, [removed: 32%] [added: 30%] to lime, and 1% to stone sold as construction materials.

In [removed: 2020, 79%] [added: 2021, 76%] of the lime produced in the Magnesia Specialties business was sold to third-party customers, while the remaining [removed: 21%] [added: 24%] was used internally as a raw material in making the business’ chemical products.

[removed: Products used in the steel industry, either directly as dolomitic lime or indirectly as a component of other industrial products, accounted for] [added: In 2021,] 34% of the Magnesia Specialties’ total revenues [removed: in 2020,] [added: were] attributable [removed: primarily] to [added: products used in] the [removed: sale of] [added: steel industry, primarily] dolomitic [removed: lime products.][added: lime.]

On October 1, 2021, the Company acquired the Lehigh Hanson West Region business (Lehigh West Region) for $2.28 billion in cash.

The acquisition included a portfolio of 17 active aggregates quarries, two cement plants with related distribution terminals, and targeted downstream operations in California, Arizona, Nevada and Oregon.

These operations provided a new upstream, materials-led growth platform across several of the nation’s largest megaregions in California and Arizona, solidifying the Company’s position as a leading coast-to-coast aggregates producer.

The acquired cement plants, distribution terminals and California ready mixed concrete operations are classified as assets held for sale and discontinued operations as of December 31, 2021.

The Lehigh West Region business is reported in the Company’s West Group.

On July 30, 2021, the Company acquired assets of Southern Crushed Concrete (SCC).

SCC is a leading producer of recycled concrete in the Houston area, one of the country’s largest aggregates markets.

Recycled concrete is principally used as a base aggregates product in infrastructure, commercial and residential construction applications.

SCC is reported in the Company’s West Group.

On April 30, 2021, the Company completed its acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul area, a large and fast-growing midwestern metropolitan area.

The Tiller acquisition complements the Company’s existing product offerings in the surrounding areas.

Additionally, Tiller sells asphalt solely as a materials provider and does not offer paving or other associated services.

Tiller is reported in the Company’s East Group.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 1 |

geographic, employment and population dynamics.

Aggregates

In

| Form 10-K ♦ Page 2 |  | SOAR to a Sustainable Future |

Cement and Downstream Operations

In 2021, as part of the Lehigh West Region acquisition, the Company acquired two cement production facilities, including one in Redding, California and one in Tehachapi, California, and several cement distribution terminals.

These operations are classified as assets held for sale as of December 31, 2021.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 3 |

The California ready mixed concrete operations are classified as assets held for sale as of December 31, 2021.

The Company operates 35 asphalt plants in Arizona, California, Colorado and Minnesota.

The Company also provides paving services in Colorado and California.

According to the Federal Reserve, domestic capacity utilization averaged 81% in 2021 versus 65% in 2020, which was negatively impacted by COVID-19.

| Form 10-K ♦ Page 4 |  | SOAR to a Sustainable Future |

An estimated 83% of U.S. clinker capacity is owned by

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 5 |

Complying with governmental and environmental regulations did not have and is not expected to have a material effect on the Company’s capital expenditures, earnings and competitive position, other than as discussed in this section.

| Form 10-K ♦ Page 6 |  | SOAR to a Sustainable Future |

Historically, the

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 7 |

We have identified certain risks and opportunities below with respect to the physical impacts of climate change and the transition to a low carbon economy.

President Biden reentered the Paris Agreement in January 2021 and later announced the United States’ reduction commitments under the Paris Agreement, including a 50% to 52% economy-wide reduction in net GHG emissions from 2005 levels by 2030.

More recently, President Biden set out a pact with 103 countries and jurisdictions, known as the Global Methane Pledge, to reduce global methane emissions by 30% from 2020 levels by the end of the decade.

In November 2021, President Biden signed into law the Infrastructure Investment and Jobs Act (the “IIJ Act”), which provides billions of dollars in new funding for public transit and clean energy projects intended, in part, to address climate change, including road, bridge and other major infrastructure projects.

In addition, the currently-proposed Build Back Better bill (the “BBB bill”) calls for significant U.S. government investments in the commercialization and scale-up of energy and climate technologies, as well as tax credits for businesses that invest in clean energy.

The Company’s cement plants in California have not taken part in the auctions because the state previously allocated emission rights free of charge to the cement industry, which

| Form 10-K ♦ Page 8 |  | SOAR to a Sustainable Future |

Specifically, the Company has two cement plants in Texas, and ready mixed concrete and asphalt operations in Texas, Colorado and Wyoming.

Asphalt operations and paving services are exclusively in Colorado.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 1 |

annual clinker capacity of 4.5 million tons, and operated at 80% utilization in 2020.

In addition to the two production facilities, the Company operates several cement distribution terminals.

The Company’s asphalt and paving operations are exclusively in Colorado.

However, management believes this slowdown represents a delay rather than cancellations of projects.

As the Company continues to move more aggregates by rail and water, associated internal freight costs are expected to reduce gross margin.

This typically occurs where the Company transports aggregates from a production location to a distribution location, and the customer pays a selling price that includes a freight component.

Margins are negatively affected because the Company typically does not charge the customer a profit associated with the transportation component of the selling price of the materials.

| Form 10-K ♦ Page 2 |  | A World-Class Organization Built for Success |

requirements of shipping contracts, demurrage costs, fuel costs, ship availability and weather disruptions.

Industry consolidation slowed several years ago as the number of suitable small- to mid-sized acquisition targets in high-growth markets declined.

During that period of fewer acquisition opportunities, the Company focused on investing in internal expansion or efficiency projects in high-growth markets.

The number of acquisition opportunities has increased in the last several years as the economy recovered from the protracted recession.

Cement

The rest are shipped to

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 3 |

Steel production in 2020 decreased 18% versus 2019.

| Form 10-K ♦ Page 4 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 5 |

See “Legal Proceedings” under Item 3 of this Form 10-K, “Note O:

| Form 10-K ♦ Page 6 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 7 |

emissions.

U.S. President Biden has made climate change a central focus of his administration.

| Form 10-K ♦ Page 8 |  | A World-Class Organization Built for Success |

can significantly affect that business.

Included among these employees are nearly 900 hourly employees represented by labor unions (10.3% of the Company’s employees).

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 9 |

In 2020, 90% of the Company’s business units worked without a reportable incident and 99% of its business units worked without a lost-time incident, achieving a world-class lost-time incident rate for the fourth consecutive year.

These reports and any amendments are accessed via the Company’s website through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system maintained by the Securities and Exchange Commission (the SEC) at www.sec.gov.

Accordingly, the Company’s referenced reports and any amendments are made available as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC, once EDGAR places such material in its database.

| Form 10-K ♦ Page 10 |  | A World-Class Organization Built for Success |

The Company was not required to pay any penalties in [removed: 2020] [added: 2021] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $11,377,742,588] [added: $19,487,944,698] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 12, 2021] [added: 15, 2022] |

| Common Stock, $.01 par value per share | | [removed: 62,286,775] [added: 62,394,593] shares |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 13, 2021] [added: 12, 2022] (Proxy Statement) | | Part III |

| ITEM 1A. | [RISK FACTORS](#ITEM_1A_RISK_FACTORS) | [removed: 11] [added: 12] |

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | [removed: 21] [added: 25] |

| ITEM 2. | [PROPERTIES](#ITEM_2_PROPERTIES) | [removed: 21] [added: 25] |

| ITEM 3. | [LEGAL PROCEEDINGS](#ITEM_3_LEGAL_PROCEEDINGS) | [removed: 25] [added: 30] |

| ITEM 4. | [MINE SAFETY DISCLOSURES](#ITEM_4_MINE_SAFETY_DISCLOSURES) | [removed: 25] [added: 30] |

| [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#INFORMATION_ABOUT_OUR_EXECUTIVE_FICERS) | | [removed: 26] [added: 31] |

| [PART II](#PART_II) | | [removed: 27] [added: 32] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | [removed: 27] [added: 32] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | [removed: 29] [added: 34] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | [removed: 64] [added: 69] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | [removed: 65] [added: 70] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | [removed: 107] [added: 115] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#ITEM_9A_CONTROLS_PROCEDURES) | [removed: 107] [added: 115] |

| ITEM 9B. | [OTHER INFORMATION](#ITEM_9B_OR_INFORMATION) | [removed: 108] [added: 116] |

| [PART III](#PART_III) | | [removed: 109] [added: 117] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | [removed: 109] [added: 117] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#ITEM_11_EXECUTIVE_COMPENSATION) | [removed: 109] [added: 117] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM_12_SECURITY_OWNERSHIP_OF_CERTAIN_BE) | [removed: 109] [added: 117] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | [removed: 109] [added: 117] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#ITEM_14_PRINCIPAL_ACCOUNTANT_FEES_SERVIC) | [removed: 109] [added: 117] |

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | [removed: 110] [added: 118] |

| ITEM 16. | [FORM 10-K SUMMARY](#ITEM_16_FORM_10K_SUMMARY) | [removed: 115] [added: 124] |

| 4123 Parklake Avenue, Raleigh, North Carolina | | 27612 |

| Auditor Firm Id: | 238 | Auditor Name: | PricewaterhouseCoopers LLP | Auditor Location: | Raleigh, North Carolina, United States |

| --- | --- | --- | --- | --- | --- |

| ITEM 6. | [RESERVED](#ITEM_6_RESERVED) | 33 |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ITEM_9C_FOREIGN_JURISDICTIONS) | 116 |

| [PART IV](#PART_IV) | | 118 |

| | | |

| | | |

| | | |

| [SIGNATURES](#SIGNATURES) | | 125 |

| 2710 Wycliff Road, Raleigh, North Carolina | | 27607-3033 |

| ITEM 6. | [SELECTED FINANCIAL DATA](#ITEM_6_SELECTED_FINANCIAL_DATA) | 28 |

| [PART IV](#PART_IV) | | 110 |

| [SIGNATURES](#SIGNATURES) | | 116 |

[removed: Building] [added: Building] Materials [removed: Business][added: Business]

[removed: As of December 31, 2020, the Company processed or shipped] [added: In total,] aggregates [removed: from approximately 300] [added: locations, including] quarries, underground [removed: mines,] [added: mines] and distribution [removed: yards] [added: terminals, are] in [removed: 27 states, Canada] [added: 28 states] and [removed: The Bahamas,] of which [removed: 130] [added: 161] are located on land owned by the Company free of major encumbrances, [removed: 61] [added: 65] are on land owned in part and leased in part, [removed: 91] [added: and 111] are on leased land, and 14 are on facilities neither owned nor leased, where raw materials are removed under an agreement.

The Company’s aggregates reserves, on average, represent approximately [removed: 90] [added: 78] years at current production levels.

In addition, as of December 31, [removed: 2020,] [added: 2021,] the Company processed and shipped ready mixed concrete and asphalt products from [removed: 128] [added: 185] properties in [removed: three] [added: seven] states, of which [removed: 100] [added: 137] are located on land owned by the Company free of major encumbrances, [removed: two] [added: 4] are on land owned in part and leased in part, [removed: two] [added: 4] are at facilities neither owned nor leased and [removed: 24] [added: 40] are on leased land.

The Company uses various [added: exploratory] drilling methods, depending on the type of aggregates, to estimate aggregates reserves that are economically mineable.

The extent of drilling varies [removed: and depends] [added: depending] on [added: the complexity of the mineral deposit and] whether the location is a potential new site (greensite), an existing location, or a potential acquisition.

More extensive drilling is performed for potential greensites and acquisitions, and, in rare cases, the Company may rely on existing geological data or results of prior drilling by [added: reputable] third parties.

Subsequent to drilling, selected [removed: core] [added: drill] samples are tested [added: by an accredited laboratory] for soundness, abrasion resistance, and other physical properties relevant to the aggregates industry.

If the reserves meet the Company’s standards and are economically mineable, [removed: then] they are either leased or purchased.

The Company estimates proven and probable [added: aggregates] reserves based on the results of [removed: drilling.][added: drilling and testing completed by or under the supervision of qualified persons.]

The [removed: Company also deducts reserves] [added: Company’s policy is to exclude from reserve estimates the portions of a mineral deposit that are] not available due to property boundaries, set-backs, and plant configurations, as deemed appropriate when estimating reserves.

The Company’s estimate of [added: aggregates] reserves [added: and aggregates resources] shown in the tables below include reserves [removed: used] [added: and resources that would be devoted for use] in the Company’s cement product line and Magnesia Specialties business.

[removed: The] [added: | | 2. | For the purposes of this table, the] Company calculates its aggregate reserves [removed: for purposes of this table] based on land that has been zoned for quarrying and land for which the Company has determined zoning is not required. [added: The Company's reserves presented in the Central Division include dolomitic limestone reserves used in the Magnesia Specialties business. The Company's reserves presented in the Southwest Division and the West Division include limestone reserves used in the business of the cement product line. |]

| | | Total Annual Production [removed: (in tons) (in] [added: (tons in] millions) For year ended December 31 | | | | | | | | | | | [removed: | Number of years of production available at December 31, | | |]

As of December 31, [removed: 2020,] [added: 2021,] the Company, through its subsidiaries, processed or shipped cement from [removed: eight] [added: 20] properties in [removed: two] [added: four] states, of which [removed: six] [added: 9] are located on land owned by the Company free of major encumbrances, [removed: one] [added: 1] is on land that is owned in part and leased in part and [removed: one] [added: 10] is on leased land.

[removed: sites in Texas:] [added: The Company’s cement operations have production facilities located at four sites:] Midlothian, Texas, south of Dallas/Fort Worth; [removed: and] Hunter, Texas, north of San [removed: Antonio.][added: Antonio; Redding, California; and Tehachapi, California.]

The following table summarizes certain information about the Company’s cement manufacturing facilities at December 31, [removed: 2020:][added: 2021:]

Reserves identified with the facilities shown above are contained on approximately [removed: 2,844] [added: 3,020] acres of land owned by the Company.

As of December 31, [removed: 2020,] [added: 2021,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 682] [added: 733] million [removed: tons.][added: tons, which are included in the Summary of Mineral Reserves table.]

As of December 31, [removed: 2020,] [added: 2021,] the Company, through its subsidiaries, also operated, directly or through third parties, [removed: six] [added: 16] cement distribution terminals.

The Company’s principal corporate office, which it [removed: owns,] [added: leases,] is located in Raleigh, North Carolina.

During [removed: 2020,] [added: 2021,] the principal properties of the aggregates operations were believed to be utilized at average productive capacities of approximately 75% and were capable of supporting a higher level of market demand.

During [removed: 2020,] [added: 2021,] the Texas cement plants operated on average at [removed: 80%] [added: 76%] utilization.

The Portland Cement Association (PCA) has projected that Texas cement consumption will increase [removed: modestly] [added: 3.3%] in [removed: 2021] [added: 2022] from [removed: 2020.][added: 2021.]

The Company’s Magnesia Specialties business expects future organic earnings growth to result from increased pricing, [removed: recovery from the impact from COVID-19,] rationalization of the current assets and portfolio and/or further cost reductions.

In the current operating environment, where steel utilization is between [removed: 75%] [added: 80%] and [removed: 80%,] [added: 85%,] any unplanned change in costs or customers introduces volatility to the earnings of the Magnesia Specialties segment.

The dolomitic lime business of the Magnesia Specialties segment operated at [removed: 73%] [added: 83%] utilization in [removed: 2020.][added: 2021]

As of December 31, 2021, the Company processed or shipped aggregates from 267 quarries and underground mines in 28 states, Canada and The Bahamas.

No individual quarry or mine is material to the Company’s business or financial condition.

As of December 31, 2021, the Company also operated 84 aggregates distribution yards.

An overview of the Company’s quarrying and mining operations is included in “Business—Building Materials Business” and “Business—Environmental and Governmental Regulations,” included in Item 1 “Business” of this Form 10-K, which is incorporated herein by reference.

The following map presents the locations of these quarries and underground mines, including the limestone reserves adjacent to the two California cement plants that are classified as held for sale:


The rules of the Securities and Exchange Commission provide for the reporting by categorization of the Company’s resources and reserves for the production of aggregates.

Aggregates resources represent concentrations or occurrences of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.

The level of aggregates resources is a reasonable estimate, taking into account relevant factors such

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 25 |

as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

Measured aggregates resources is that part of aggregates resources for which quantity and grade are estimated on the basis of conclusive geological evidence and sampling in sufficient detail to support detailed extraction planning and final evaluation of the economic viability of the deposit to be quarried or mined.

Indicated aggregates resources is that part of aggregates resources for which quantity and grade are estimated on the basis of adequate geological evidence and sampling in sufficient detail to support mine planning and evaluation of the economic viability of the deposit of the material to be quarried or mined, which is at a lower level of confidence than measured aggregates resources.

Inferred aggregates resources is that part of aggregates resources for which quantity and grade are estimated on the basis of limited geological evidence and sampling, where the level of uncertainty is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability of a deposit.

The Company has no inferred resources as of December 31, 2021.

Aggregates reserves is an estimate of tonnage and grade of indicated or measured aggregates resources that in the opinion of qualified personnel can be economically extracted and includes diluting materials and allowances for mining losses.

Once in operation, routine quality control testing is performed to ensure the quality grade of aggregate continues to meet specifications.

Proven reserves are the portion of mineral deposits for which quantity and quality are estimated on the basis of conclusive geologic evidence and sampling using closely spaced drill data.

Probable reserves are estimated utilizing fewer drill holes but geologic evidence and sampling is considered adequate for determining quality and quantity.

In addition to reserves, the Company estimates resources for mineral deposits demonstrating reasonable prospects of being economically mineable in the future.

In determining the amount of reserves, evaluations are completed by or under the supervision of qualified Company personnel using industry best practices and internal controls defined by the Company.

Reserve estimates represent net tons after consideration of applicable losses incurred during mining and plant processing.

While the mineral reserve and resource classification categories (proven and probable) identify relative confidence of reserve estimates, there is inherent risk associated with such estimates.

The Company bases estimates on the information known at the time of determination and regularly reevaluates reserves whenever new information indicates a material change in reserves at one of the Company’s sites.

In general, quarry and mining facilities must comply with air quality, water quality, and noise regulations, zoning and special-use permitting requirements, applicable mining regulations, and federal health and safety requirements.

As new quarry and mining sites are located and acquired, the Company works closely with local authorities during the zoning and permitting processes to design new quarries and mines in such a way as to minimize disturbances.

The Company frequently acquires large tracts of land so that quarry, mine, and production facilities can be situated substantial distances from surrounding property owners.

Set forth in the tables below are the Company’s estimates as of December 31, 2021 of proven and probable reserves of aggregates (crushed stone and sand and gravel) and measured, indicated and inferred aggregates resources (exclusive of proven and probable reserves), shown on a geographic division basis.

The East Division includes Alabama, Florida, Georgia,

| Form 10-K ♦ Page 26 |  | SOAR to a Sustainable Future |

Maryland, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, Canada and The Bahamas.

The Central Division includes Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Nebraska, Ohio and West Virginia.

The Southwest Division includes Arkansas, Louisiana, Oklahoma and Texas.

The West Division includes Arizona, California, Colorado, Utah, Washington and Wyoming.

The amount shown reflects a reasonable and justifiable price for salable product as of December 31, 2021 with respect to each division.

The tables also present the Company’s total annual production for the last three years, shown on a product line-by-product line basis.

The amounts included in the tables differ from the carrying value of the reserves on the consolidated balance sheet, as the tables reflect the current market value of the extractable reserves using a reasonable and justifiable price, while the balance sheet reflects the historical cost of acquiring the reserves.

| Summary Mineral Resources At End of Fiscal Year Ended December 31, 2021 Based on Price1 | | | | | | | | | | | | | | | | |

| | Measured Mineral Resources | | | | Indicated Mineral Resources | | | | Measured + Indicated Mineral Resources | | | | Inferred Mineral Resources | | | |

| | Amount ($ in millions) | | | Grades/Qualities | Amount ($ in millions) | | | Grades/Qualities | Amount ($ in millions) | | | Grades/Qualities | Amount ($ in millions) | | | Grades/Qualities |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 21 |

Proven reserves are reserves of deposits designated using closely spaced drill data and are believed to be relatively homogenous.

Probable reserves are reserves that are inferred utilizing fewer drill holes and/or assumptions about the economically mineable reserves based on local geology or drill results from adjacent properties.

In determining the amount of reserves, the Company’s policy is to exclude calculations that exceed certain depths, so for deposits such as granite, that typically continue to depths well below the ground, there may be additional deposits that are not included in the reserve calculations.

Set forth in the tables below are the Company’s estimates of reserves of recoverable aggregates (hard rock and sand and gravel) of suitable quality for economic extraction, shown on a state-by-state basis, and the Company’s total annual production for the last three years, along with the Company’s estimate of years of production available, shown on a reportable segment-by-reportable segment basis.

The number of producing quarries shown on the table includes underground mines.

The Company’s reserve estimates for the last two years are shown for comparison purposes on a state-by-state basis.

The changes in reserve estimates at a particular state level from year to year reflect the tonnages of reserves on locations that have been opened or closed during the year, whether by acquisition, disposition, or otherwise; production and sales in the normal course of business; additional reserve estimates or refinements of the Company’s existing reserve estimates; opening of additional reserves at existing locations; the depletion of reserves at existing locations; and other factors.

The Company evaluates its reserve estimates primarily on a Company-wide, or reportable segment-by- reportable segment basis, and does not believe comparisons of changes in reserve estimates on a state-by-state basis from year to year are particularly meaningful.

| Form 10-K ♦ Page 22 |  | A World-Class Organization Built for Success |

| State | | Number of Producing Quarries | | | | Tonnage of Reserves for each general type of aggregate at 12/31/19 (in millions) | | | | | | | | Tonnage of Reserves for each general type of aggregate at 12/31/20 (in millions) | | | | | | | | Change in Tonnage from 2019 (in millions) | | | | | | | | Percentage of aggregate reserves located at an existing quarry, and reserves not located at an existing quarry. | | | | | | | | Percentage of aggregate reserves on land that has not been | | | | Percent of reserves owned and percent leased | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| State | | 2020 | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | At Quarry | | | | Not at Quarry | | | | zoned for quarrying* | | | | Owned | | | | Leased | | |

| Alabama | | | 4 | | | | 171.4 | | | | 11.6 | | | | 169.8 | | | | 11.6 | | | | (1.6 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 56% | | | | 44% | | |

| Arkansas | | | 3 | | | | 242.5 | | | | — | | | | 237.4 | | | | — | | | | (5.1 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 49% | | | | 51% | | |

| Colorado | | | 9 | | | | 750.3 | | | | 182.8 | | | | 745.1 | | | | 178.3 | | | | (5.2 | ) | | | (4.5 | ) | | | 91 | % | | 9% | | | | 0% | | | | 18% | | | | 82% | | |

| Florida | | | 1 | | | | 122.0 | | | | — | | | | 121.4 | | | | — | | | | (0.6 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 36% | | | | 64% | | |

| Georgia | | | 18 | | | | 2,168.5 | | | | 18.8 | | | | 2,172.1 | | | | 18.2 | | | | 3.6 | | | | (0.6 | ) | | | 97 | % | | 3% | | | | 0% | | | | 79% | | | | 21% | | |

| Indiana | | | 10 | | | | 476.9 | | | | 73.7 | | | | 470.5 | | | | 65.8 | | | | (6.4 | ) | | | (7.9 | ) | | | 100 | % | | 0% | | | | 0% | | | | 52% | | | | 48% | | |

| Iowa | | | 25 | | | | 703.7 | | | | 19.9 | | | | 675.9 | | | | 25.4 | | | | (27.8 | ) | | | 5.5 | | | | 100 | % | | 0% | | | | 0% | | | | 30% | | | | 70% | | |

| Kansas | | | 2 | | | | 68.9 | | | | — | | | | 70.1 | | | | — | | | | 1.2 | | | | — | | | | 100 | % | | 0% | | | | 8% | | | | 39% | | | | 61% | | |

| Kentucky | | | 6 | | | | 177.7 | | | | 21.6 | | | | 175.8 | | | | 21.1 | | | | (1.9 | ) | | | (0.5 | ) | | | 100 | % | | 0% | | | | 0% | | | | 70% | | | | 30% | | |

| Louisiana | | | 2 | | | | — | | | | 7.5 | | | | — | | | | 7.4 | | | | — | | | | (0.1 | ) | | | 100 | % | | 0% | | | | 0% | | | | 0% | | | | 100% | | |

| Maryland | | | 8 | | | | 876.5 | | | | 6.6 | | | | 867.6 | | | | 6.3 | | | | (8.9 | ) | | | (0.3 | ) | | | 100 | % | | 0% | | | | 0% | | | | 99% | | | | 1% | | |

| Minnesota | | | 2 | | | | 295.6 | | | | — | | | | 291.6 | | | | — | | | | (4.0 | ) | | | — | | | | 64 | % | | 36% | | | | 0% | | | | 50% | | | | 50% | | |

| Mississippi | | | — | | | | — | | | | 67.2 | | | | — | | | | 67.2 | | | | — | | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 100% | | | | 0% | | |

| Missouri | | | 3 | | | | 340.6 | | | | — | | | | 390.7 | | | | — | | | | 50.1 | | | | — | | | | 91 | % | | 9% | | | | 0% | | | | 3% | | | | 97% | | |

| Nebraska | | | 6 | | | | 157.5 | | | | 30.5 | | | | 284.8 | | | | 28.9 | | | | 127.3 | | | | (1.6 | ) | | | 100 | % | | 0% | | | | 0% | | | | 50% | | | | 50% | | |

| Nevada | | | 1 | | | | 133.8 | | | | — | | | | 133.1 | | | | — | | | | (0.7 | ) | | | — | | | | 99 | % | | 1% | | | | 0% | | | | 93% | | | | 7% | | |

| North Carolina | | | 37 | | | | 3,324.8 | | | | 1.6 | | | | 3,304.1 | | | | 1.6 | | | | (20.7 | ) | | | — | | | | 74 | % | | 26% | | | | 0% | | | | 74% | | | | 26% | | |

| Ohio * | | | 11 | | | | 566.9 | | | | 102.9 | | | | 562.8 | | | | 100.5 | | | | (4.1 | ) | | | (2.4 | ) | | | 43 | % | | 57% | | | | 0% | | | | 96% | | | | 4% | | |

| Oklahoma | | | 9 | | | | 1,174.9 | | | | 11.6 | | | | 1,192.2 | | | | 11.4 | | | | 17.3 | | | | (0.2 | ) | | | 100 | % | | 0% | | | | 0% | | | | 85% | | | | 15% | | |

| Pennsylvania | | | 1 | | | | 4.3 | | | | — | | | | 4.2 | | | | — | | | | (0.1 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 100% | | | | 0% | | |

| South Carolina | | | 10 | | | | 767.5 | | | | 75.8 | | | | 762.2 | | | | 73.9 | | | | (5.3 | ) | | | (1.9 | ) | | | 97 | % | | 3% | | | | 0% | | | | 83% | | | | 17% | | |

| Tennessee | | | 2 | | | | 103.3 | | | | — | | | | 102.5 | | | | — | | | | (0.8 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 36% | | | | 64% | | |

| Texas | | | 24 | | | | 2,458.5 | | | | 137.1 | | | | 2,420.8 | | | | 128.2 | | | | (37.7 | ) | | | (8.9 | ) | | | 100 | % | | 0% | | | | 0% | | | | 61% | | | | 39% | | |

| Utah | | | 1 | | | | 21.6 | | | | — | | | | 21.1 | | | | — | | | | (0.5 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 0% | | | | 100% | | |

| Virginia | | | 4 | | | | 328.7 | | | | — | | | | 303.9 | | | | — | | | | (24.8 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 78% | | | | 22% | | |

| Washington | | | 2 | | | | 1.0 | | | | 16.9 | | | | 1.7 | | | | 16.6 | | | | 0.7 | | | | (0.3 | ) | | | 100 | % | | 0% | | | | 0% | | | | 91% | | | | 9% | | |

| West Virginia | | | 1 | | | | 16.4 | | | | — | | | | 15.8 | | | | — | | | | (0.6 | ) | | | — | | | | 100 | % | | 0% | | | | 0% | | | | 68% | | | | 32% | | |

The following sets forth certain information regarding the executive officers of Martin Marietta as of February [removed: 19, 2021:][added: 22, 2022:]

| C. Howard Nye | [removed: 58] [added: 59] | Chairman of the Board; | 2014 | |

| James A. J. Nickolas | [removed: 50] [added: 51] | Senior Vice President, Chief Financial Officer | 2017 | Principal Accounting Officer (March- May 2019); Head, Corporate Development and Caterpillar Ventures, Caterpillar Inc. (January-July [removed: 2017), Group Chief Financial Officer of Caterpillar’s Resources Industries segment (October 2014-December 2016)] [added: 2017)] |

| Roselyn R. Bar | [removed: 62] [added: 63] | Executive Vice President; | 2015 | |

| Robert J. Cardin | [removed: 57] [added: 58] | Senior Vice President; Controller, and Chief Accounting Officer | 2019 | Vice President and Corporate Controller (March-May 2019); Chief Accounting Officer, SWM International (2013-2019) |

| Craig M. LaTorre | [removed: 53] [added: 54] | Senior Vice President, Chief Human Resource Officer | 2019 | Vice President, Human Resources (July 2018-March 2019); Senior Vice President and Chief Human Resources Officer (2013-2018), Andeavor (formerly known as Tesoro Corporation) |

| John P. Mohr | [removed: 56] [added: 57] | Senior Vice President, | 2017 | Vice [removed: President] [added: President, Information Services] (2015-2017) |

| Form 10-K ♦ Page 30 |  | SOAR to a Sustainable Future |

| Michael J. Petro | 38 | Senior Vice President, Strategy & Development | 2021 | Vice President, Strategy and Development (2018-2021); Director, Strategy and Development (2015-2018) |

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 31 |

| | | |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 25 |

| Daniel L. Grant | 66 | Senior Vice President, Strategy & Development | 2013 | |

| Form 10-K ♦ Page 26 |  | A World-Class Organization Built for Success |

There were [removed: 788] [added: 761] holders of record of the Company’s common stock as of February [removed: 12, 2021.][added: 15, 2022.]

The following graph and accompanying table compare the five-year cumulative total return from December 31, [removed: 2015] [added: 2016] to December 31, [removed: 2020] [added: 2021] for (a) the Company’s common stock, (b) the Standard & Poor’s 500 Composite Stock Index, and (c) the Standard & Poor’s 500 Materials Index.

[removed: ][added: ]

| October 1, [removed: 2020] [added: 2021] — October 31, [removed: 2020] [added: 2021] | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| November 1, [removed: 2020] [added: 2021] — November 30, [removed: 2020] [added: 2021] | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| December 1, [removed: 2020] [added: 2021] — December 31, [removed: 2020] [added: 2021] | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| Form 10-K ♦ Page 32 |  | SOAR to a Sustainable Future |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 27 |

[removed: ITEM] [added: ITEM] 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS][added: OPERATIONS]

[removed: The Company supplies] [added: These results were achieved by supplying] aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 300] [added: 350] quarries, mines and distribution yards in [removed: 27] [added: 28] states, Canada and The Bahamas.

[removed: In the western United States,] Martin Marietta also provides cement and downstream products, namely ready mixed concrete, asphalt and paving services, in [added: certain] markets where the Company has a leading aggregates position.

Specifically, the Company has two cement plants in Texas and ready mixed concrete and asphalt operations in [removed: Texas, Colorado] [added: Arizona, California, Colorado, Minnesota, Texas] and Wyoming.

[removed: Asphalt operations and paving] [added: Paving] services are [removed: exclusively] in [added: California and] Colorado.

The East [removed: Group, whose operations were previously reported in the Mid-America and Southeast Groups,] [added: Group] consists of the East and Central [removed: Divisions.][added: divisions.]

The East Group provides aggregates [removed: products only.][added: and asphalt products.]

Further, the following five states accounted for [removed: 71%] [added: 68%] of the Building Materials business [removed: 2020] [added: 2021] total revenues: Texas, Colorado, North Carolina, Georgia and [removed: Iowa.][added: Minnesota.]

[removed: ][added: ]

It also produces dolomitic lime sold primarily to customers for steel production and [removed: land] [added: soil] stabilization.

[removed: Consolidated] [added: Consolidated] Strategic Objectives [added: ]

The Company finances such opportunities with the goal of preserving its financial flexibility by having a leverage ratio (consolidated debt-to-consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA) within a range of 2.0 times to 2.5 times within a reasonable [added: period of] time following the completion of a debt-financed transaction.

The Company, by purposeful design, will continue to be an aggregates-led business (aggregates product gross profit represented [removed: 68%] [added: 67%] of [removed: 2020] [added: 2021] total consolidated [added: product and services] gross profit) that focuses on markets with strong, underlying growth fundamentals where it can sustain or achieve a leading market position.

Attractive geographies [added: generally] exhibit (a) population growth and/or population density, both of which are drivers of heavy-side building materials consumption; (b) business and employment diversity, drivers of greater economic stability; and (c) a superior state financial position, a driver of public infrastructure [removed: growth and support.][added: investment.]

The Company has a [added: meaningful] presence in [removed: most] [added: ten] of the megaregions.

As evidence of the successful execution of SOAR, the Company’s leading positions in the Texas [removed: Triangle and] [added: Triangle,] Colorado’s Front [removed: Range] [added: Range, northern and southern California and Arizona’s Sun Corridor] megaregions, its growth platform in the southern portion of the Northeast megaregion and its enhanced position in the Piedmont Atlantic megaregion, primarily in the Atlanta area, are the results of acquisitions since 2011.

[removed: ][added: ]

In considering business and employment diversity, the Company focuses its geographic footprint along significant transportation [added: and commerce] corridors, particularly where land is readily available for the construction of fulfillment and/or data centers.

The retail sector [added: (both e-commerce and brick and mortar)] values transportation corridors, as logistics and distribution are critical considerations for construction supporting that industry.

The Company also reviews the state’s ability to [removed: securing] [added: secure] additional infrastructure funding and financing.

[removed: 2020] [added: 2021] Performance Highlights

| | • | Record company-wide Lost-Time Incident Rate (LTIR) of [removed: 0.15,] [added: 0.17,] the [removed: fourth] [added: fifth] consecutive year of world-class or better LTIR thresholds |

| | • | [removed: Total] [added: Record company-wide total] Injury Incident Rate (TIIR) of [removed: 0.93,] [added: 0.84,] compared with [removed: 1.18] [added: 0.93] in [removed: 2019] [added: 2020, better than world-class TIIR thresholds] |

The Company achieved record products and services revenues, consolidated gross profit, [removed: earnings from operations,] [added: adjusted] net earnings attributable to Martin [removed: Marietta, diluted earnings per share] [added: Marietta] and Adjusted EBITDA (defined in *Results of Operations* section), driven by resilient customer demand and improved pricing and profitability across all product lines of the Building Materials business.

[removed: The] [added: In 2021, the] Company achieved its [removed: ninth] [added: tenth] consecutive year of growth for products and services revenues, [added: consolidated adjusted] gross profit, Adjusted EBITDA and [added: adjusted] earnings per diluted [removed: share (excluding the one-time impact of the Tax Cuts and Jobs Act of 2017 (2017 Tax Act) on 2017 financial amounts).][added: share.]

The Company’s commitment to [removed: safety and] [added: safety,] operational [added: and commercial] excellence resulted in the following financial performance [added: from continuing operations] (comparisons with [removed: 2019):][added: 2020):]

- [removed: Consolidated] [added: Record consolidated] total revenues of [removed: $4.73] [added: $5.41] billion compared with [removed: $4.74 billion][added: $4.73 billion, an increase of 14.5%]

- Record consolidated Adjusted EBITDA [added: from continuing operations] of [removed: $1.39 billion][added: $1.53 billion, an increase of 9.7%]

- Record operating cash flow of [removed: $1.05 billion][added: $1.14 billion, an increase of 8.3%]

[removed: - Dividend] [added: | | • | Quarterly dividend] increase of [removed: 4%] [added: 7%] in August [removed: 2020,] [added: 2021,] resulting in total annual dividends paid of [removed: $140.3] [added: $147.8] million, or [removed: $2.24] [added: $2.36] per share [added: | |]

[removed: - Repurchased] [added: In 2020, the Company repurchased] 0.2 million shares of [added: its] common stock for [added: a total cost of] $50.0 [removed: million][added: million, or $237.40 per share.]

[removed: -] [added: | | • |] Capital investments into operations of [removed: $367] [added: $423.1] million [added: | |]

[removed: Building Materials Business][added: ]

Therefore, erratic weather patterns, precipitation and other weather-related conditions, including flooding, hurricanes, [removed: snowstorms,] [added: precipitation,] cold [removed: temperatures] [added: temperatures, earthquakes, droughts] and [removed: droughts,] [added: wildfires,] can significantly affect production schedules, shipments, costs, efficiencies and profitability.

Generally, the financial results for the first and fourth quarters are subject to the impacts of [added: winter weather, while the second and third quarters can be subject to the impacts of heavy precipitation.]

Aggregates are an engineered, granular material consisting of crushed [removed: stone and] [added: stone,] sand and gravel, manufactured to specific sizes, grades and chemistry for use primarily in construction applications.

The Company’s operations consist [removed: primarily] [added: mostly] of open pit quarries; however, the Company is also the largest operator of underground aggregates mines in the United States, with 14 active underground mines located in the East Group.

The Company’s aggregates reserves average approximately [removed: 90] [added: 78] years at the [removed: 2020] [added: 2021] annual production level.

Cement is the basic agent used to bind [added: coarse] aggregates, sand and water in the production of ready mixed concrete.

The Company has a strategic and leading cement position in the state of Texas, with production facilities in Midlothian, Texas, south of Dallas/Fort Worth, and Hunter, Texas, [removed: north of] [added: centrally located along 1-35 between] San [removed: Antonio.][added: Antonio and Austin.]

Not required.

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with 2021 total revenues of $5.41 billion and net earnings from continuing operations attributable to Martin Marietta of $702.0 million.

The Company also has two cement plants, cement distribution terminals and ready mixed concrete operations in California that are classified as assets held for sale and reported as discontinued operations as of December 31, 2021.

To that effect, the Company invested $3.1 billion in acquisitions during 2021, the largest of which was completed on October 1, 2021, providing platform positions for future growth in California and Arizona.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 35 |

| Form 10-K ♦ Page 36 |  | SOAR to a Sustainable Future |

Further, 2021 capped a decade of annual growth for products and services revenues, adjusted gross profit and Adjusted EBITDA.

- Record consolidated gross profit of $1.35 billion compared with $1.25 billion, an increase of 7.6%; 2021 consolidated gross profit was burdened by $30.6 million of costs related to the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting

- Invested $3.11 billion for acquisitions, including the platform positions in California and Arizona; issued $2.50 billion of publicly traded long-term debt with a weighted-average interest rate of 2.2% to fund acquisitions

Building Materials Business

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 37 |

During 2021, the Company purchased two cement plants in California and related distribution facilities as part of the Lehigh West Region acquisition, which are classified as assets held for sale and discontinued operations as of December 31, 2021.

The California ready mixed concrete operations are classified as assets held for sale and discontinued operations as of December 31, 2021.

| Form 10-K ♦ Page 38 |  | SOAR to a Sustainable Future |

federal, state and local governments.

The *Infrastructure Investments and Jobs Act* (IIJ Act) was signed into law on November 15, 2021 and contains a five-year surface transportation reauthorization plus $110 billion in new funding for roads, bridges and other hard infrastructure projects.

This represented the strongest annual gain since 2005, suggesting positive momentum in the nonresidential construction sector at the onset of 2022.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 39 |

For further information on pricing, see the discussion below in the “Financial Overview” section.

| Form 10-K ♦ Page 40 |  | SOAR to a Sustainable Future |

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 41 |

| Form 10-K ♦ Page 42 |  | SOAR to a Sustainable Future |

In March 2021, Dallas/Fort Worth, Houston, and Austin were ranked 2nd, 3rd and 6th, respectively, for total number of economic development projects for metro areas with populations exceeding one million.

Further, in 2021, CNBC ranked North Carolina as the second best state for business.

In August 2021, the state authorized the North Carolina Department of Transportation to issue $300 million of Grant Anticipation Revenue Vehicle, or GARVEE, Bonds to fund transportation initiatives.

The South Carolina Department of Transportation’s (SCDOT) fiscal year 2022 budget is $2.5 billion.

During fiscal year 2021, the gas tax generated approximately $796 million for road and bridge work.

In December 2021, Rivian Automotive, Inc. announced a $5 billion investment for construction of a carbon-conscious manufacturing campus just east of Atlanta.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 43 |

The Front Range contains approximately 85% of Colorado’s population and represented 95% of the population growth in Colorado from 2010 to 2020.

By 2050, the Front Range population is estimated to increase more than 50% over the 2010 population.

Senate Bill 260, enacted in 2021, includes $5.0 billion in revenue generated from increased gasoline taxes and other fees to Colorado DOT (CDOT) for state road and transit projects over a ten-year period.

Arizona Sun Corridor

During 2021, the Company established a presence to serve the Arizona Sun Corridor megaregion (Sun Corridor) as part of the Lehigh West Region platform acquisition.

This megaregion is comprised of five metropolitan areas, Phoenix, Tucson, Prescott, Sierra Vista-Douglas and Nogales.

The Sun Corridor is home to over 86% of Arizona’s population and is one of the nation’s fastest-growing megaregions, predicted to double its population by 2040.

Arizona ranked fifth in the nation for population growth for the ten years ended July 1, 2020.

The Arizona economy includes a diverse economic base, including aerospace, manufacturing, bioscience and technology leading to strong employment and population growth.

Arizona was ranked the seventh best state for economy by *US News & World Report* in 2021 based on the business environment, employment, and growth.

In addition, during June 2021, the Arizona State Transportation Board approved its five-year construction program for 2022 to 2026, which includes $5.7 billion in spending to widen highways, improve safety and preserve existing roads and bridges.

SEC Release No. 33-10890 eliminated the requirement of selected financial data previously required by Item 301 of Regulation S-K.

| Form 10-K ♦ Page 28 |  | A World-Class Organization Built for Success |

| --- | --- | --- |

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 29 |

Driven by this intentional approach, the Company has leading positions, defined as either #1 or #2, in approximately 90% of its markets.

| Form 10-K ♦ Page 30 |  | A World-Class Organization Built for Success |

| | | |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 31 |

- Record consolidated gross profit of $1.25 billion compared with $1.18 billion, an increase of 6.3%

- Net earnings attributable to Martin Marietta of $721.0 million compared with $611.9 million, an increase of 17.8%

- Earnings per diluted share of $11.54 compared with $9.74

- Net long-term debt repayment of $149 million

| Form 10-K ♦ Page 32 |  | A World-Class Organization Built for Success |

winter weather, while the second and third quarters can be subject to the impacts of heavy precipitation.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 33 |

The *Fixing America’s Surface Transportation Act* (FAST Act), signed into law on December 4, 2015, authorized $305 billion over fiscal years 2016 through 2020 and was subsequently extended for one year, providing an additional $13.6 billion to the Highway Trust Fund.

That set a 20-year approval rating record.

Following strong activity in 2019, aggregates shipments to this end use decreased 9%, reflecting reduced energy-sector activity from low oil prices and the completion of certain windfarm and a pause in some liquefied natural gas projects.

While down 5% compared with December 2019, the index increased 9% from November 2020 to December 2020, suggesting positive momentum in the nonresidential construction sector at the onset of 2021.

Through an economic cycle, multi-family construction generally begins early in the cycle and then transitions to single-family construction.

| Form 10-K ♦ Page 34 |  | A World-Class Organization Built for Success |

On a mix-adjusted basis, which is discussed further in the *Results of Operations* section, 2020 aggregates pricing improved by 4.0% and 2020 cement pricing increased 3.2%.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 35 |

services; (6) supplies; and (7) energy.

The impact of inflation on the Company’s businesses has not been significant.

| Form 10-K ♦ Page 36 |  | A World-Class Organization Built for Success |

In 2019, the latest ranking available, *Forbes* recognized Dallas, Fort Worth and Houston as the second, 20th and 34th best metros for business and careers, respectively.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 37 |

San Antonio and Houston have experienced employment growth of 40%, 27%, 22% and 18%, respectively.

Further, continued federal regulatory approvals should contribute to increased heavy building materials consumption for large energy-sector projects over for the next several years.

Further, in 2019, *Forbes* ranked Raleigh and Charlotte as the third and seventh best cities, respectively, for business and careers.

The state continues to make significant infrastructure investment, with a fiscal year 2021 overall spending schedule of $5.8 billion.

Additionally, since 2010, all transportation referendums totaling $1.8 billion have been approved by voters.

In October 2020, the state issued $700 million of Build NC Bonds to fund transportation initiatives.

The bill is expected to generate an additional $625 million per year when fully implemented.

Additionally, the South Carolina Port Authority is investing $2.8 billion for improvements through 2022.

According to the Georgia Department of Economic Development, the state is headquarters for 18 Fortune 500 companies and has obtained $4.3 billion in expansions and new project investments since July 1, 2020, creating almost 12,000 jobs.

For all U.S. metropolitan areas with populations greater than one million, Atlanta ranked 18th in employment gains for the ten-year period ended November 2019.

| Form 10-K ♦ Page 38 |  | A World-Class Organization Built for Success |

| | [Statement of Responsibility and Management’s Report on](#STATEMENT_FINANCIAL_RESPONSIBILITY_MANAG) [Internal Control over Financial Reporting](#STATEMENT_FINANCIAL_RESPONSIBILITY_MANAG) | | [removed: 66] [added: 71] |

| | [Report of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) | | [removed: 67] [added: 72] |

| | [Consolidated Statements of Earnings –](#STATEMENTS_OF_EARNINGS) [for years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#STATEMENTS_OF_EARNINGS)] [added: 2019](#STATEMENTS_OF_EARNINGS)] | | [removed: 69] [added: 74] |

| | [Consolidated Statements of Comprehensive Earnings –](#STATEMENTS_OF_COMPREHENSIVE_EARNINGS) [for years ended December [removed: 31,2020, 2019] [added: 31,2021, 2020] and [removed: 2018](#STATEMENTS_OF_COMPREHENSIVE_EARNINGS)] [added: 2019](#STATEMENTS_OF_COMPREHENSIVE_EARNINGS)] | | [removed: 70] [added: 75] |

| | [Consolidated Balance Sheets –](#BALANCE_SHEETS) [at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BALANCE_SHEETS)] [added: 2020](#BALANCE_SHEETS)] | | [removed: 71] [added: 76] |

| | [Consolidated Statements of Cash Flows –](#STATEMENT_OF_CASH_FLOWS) [for years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#STATEMENT_OF_CASH_FLOWS)] [added: 2019](#STATEMENTS_OF_CASH_FLOW)] | | [removed: 72] [added: 77] |

| | [Consolidated Statements of Total Equity [removed: –](#STATEMENT_OF_TOTAL_EQUITY)] [added: –](#STATEMENTS_OF_EQUITY)] [for years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#STATEMENT_OF_TOTAL_EQUITY)] [added: 2019](#STATEMENT_OF_TOTAL_EQUITY)] | | [removed: 73] [added: 78] |

| | [Notes to Financial Statements](#NOTE_A_ACCOUNTING_POLICIES) | | [removed: 74] [added: 79] |

The consolidated balance sheets for Martin Marietta, at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] include amounts based on estimates and judgments and have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on management’s assessment under the 2013 framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The consolidated financial statements of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report appears on the following [removed: page.][added: pages.]

| [removed: ] [added: ] | [removed: ] [added: ] |

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [removed: generally accepted accounting principles.]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and [added: that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

[removed: Valuation of the] [added: |] Projected [removed: Benefit Obligation][added: benefit obligation | | $ | 115.0 | | | $ | 116.6 | |]

| years ended December 31 (in millions, except per share data) | | | [removed: 2020] [added: 2021] | | | | | [removed: 2019] [added: 2020] | | | | | [removed: 2018] [added: 2019] | | |

| Products and services revenues | | | $ | [removed: 4,432.1] [added: 5,084.7] | | | | $ | [removed: 4,422.3] [added: 4,432.1] | | | | $ | [removed: 3,980.4] [added: 4,422.3] | |

| Freight revenues | | | | [removed: 297.8] [added: 329.3] | | | | | [removed: 316.8] [added: 297.8] | | | | | [removed: 263.9] [added: 316.8] | |

| Total Revenues | | | | [removed: 4,729.9] [added: 5,414.0] | | | | | [removed: 4,739.1] [added: 4,729.9] | | | | | [removed: 4,244.3] [added: 4,739.1] | |

| Cost of revenues - products and services | | | | [removed: 3,175.6] [added: 3,735.7] | | | | | [removed: 3,239.1] [added: 3,175.6] | | | | | [removed: 3,009.8] [added: 3,239.1] | |

| Cost of revenues - freight | | | | [removed: 301.5] [added: 329.9] | | | | | [removed: 321.0] [added: 301.5] | | | | | [removed: 267.9] [added: 321.0] | |

| Total cost of revenues | | | | [removed: 3,477.1] [added: 4,065.6] | | | | | [removed: 3,560.1] [added: 3,477.1] | | | | | [removed: 3,277.7] [added: 3,560.1] | |

| Gross Profit | | | | [removed: 1,252.8] [added: 1,348.4] | | | | | [removed: 1,179.0] [added: 1,252.8] | | | | | [removed: 966.6] [added: 1,179.0] | |

| Selling, general and administrative expenses | | | | [removed: 305.9] [added: 351.0] | | | | | [removed: 302.7] [added: 305.9] | | | | | [removed: 280.6] [added: 302.7] | |

| Acquisition-related expenses, net | | | | [removed: 1.3] [added: 57.9] | | | | | [removed: 0.5] [added: 1.3] | | | | | [removed: 13.5] [added: 0.5] | |

| Other operating income, net | | | | [removed: (59.8] [added: (34.3] | ) | | | | [removed: (9.1] [added: (59.8] | ) | | | | [removed: (18.2] [added: (9.1] | ) |

| Earnings from Operations | | | | [removed: 1,005.4] [added: 973.8] | | | | | [removed: 884.9] [added: 1,005.4] | | | | | [removed: 690.7] [added: 884.9] | |

| Interest expense | | | | [removed: 118.1] [added: 142.7] | | | | | [removed: 129.3] [added: 118.1] | | | | | [removed: 137.1] [added: 129.3] | |

| Other nonoperating (income) and expenses, net | | | | [removed: (2.0] [added: (24.4] | ) | | | | [removed: 7.3] [added: (2.0] | [added: )] | | | | [removed: (22.5] [added: 7.3] | [removed: )] |

| Earnings [added: from continuing operations] before income tax expense | | | | [removed: 889.3] [added: 855.5] | | | | | [removed: 748.3] [added: 889.3] | | | | | [removed: 576.1] [added: 748.3] | |

| Income tax expense | | | | [removed: 168.2] [added: 153.2] | | | | | [removed: 136.3] [added: 168.2] | | | | | [removed: 105.7] [added: 136.3] | |

| Consolidated net earnings | | | | [removed: 721.1] [added: 702.8] | | | | | [removed: 612.0] [added: 721.1] | | | | | [removed: 470.4] [added: 612.0] | |

| Less: Net earnings attributable to noncontrolling interests | | | | [removed: 0.1] [added: 0.3] | | | | | 0.1 | | | | | [removed: 0.4] [added: 0.1] | |

| Net Earnings Attributable to Martin Marietta | | | $ | [removed: 721.0] [added: 702.5] | | | | $ | [removed: 611.9] [added: 721.0] | | | | $ | [removed: 470.0] [added: 611.9] | |

| Basic [added: from continuing operations] attributable to common shareholders | | | $ | [removed: 11.56] [added: 11.25] | | | | $ | [removed: 9.77] [added: 11.56] | | | | $ | [removed: 7.46] [added: 9.77] | |

| Form 10-K ♦ Page 70 |  | SOAR to a Sustainable Future |

Management has excluded certain elements of the internal control over financial reporting of Lehigh Hanson, Inc.’s West Region business (Lehigh West Region) and Tiller Corporation (Tiller) from its assessment of the Company’s internal control over financial reporting as of December 31, 2021 because these businesses were acquired by the Company in purchase business combinations during 2021.

Subsequent to the acquisitions, certain elements of Lehigh West Region and Tiller’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

The excluded elements represent controls for $274.8 million of consolidated assets and $401.2 million of consolidated total revenues, of which $79.2 million is presented in earnings from discontinued operations, net of income tax expense, as of and for the year ended December 31, 2021.

February 22, 2022

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 71 |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Lehigh Hanson, Inc.’s West Region Business (Lehigh West Region) and Tiller Corporation from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021.

Subsequent to the acquisitions, certain elements of Lehigh West Region and Tiller Corporation’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

We have also excluded these elements of the internal control over financial reporting of Lehigh West Region and Tiller Corporation from our audit of the Company’s internal control over financial reporting.

The excluded elements represent controls for $274.8 million of consolidated assets and $401.2 million of the consolidated revenues, of which $79.2 million is presented in earnings from discontinued operations, net of income tax expense, as of and for the year ended December 31, 2021.

| Form 10-K ♦ Page 72 |  | SOAR to a Sustainable Future |

generally accepted accounting principles.

Acquisition of Lehigh Hanson Inc.’s West Region Business – Valuation of Mineral Reserves and Intangible Assets Related to Operating Permits and Customer Relationships

As described in Note D to the consolidated financial statements, on October 1, 2021, the Company completed the acquisition of Lehigh West Region for $2.28 billion, which resulted in $332.0 million of mineral reserves and $551.0 million of intangible assets being recorded.

The identifiable intangible assets were comprised of operating permits of $410.5 million ($237.0 million held for sale as of December 31, 2021) and customer relationships of $140.5 million ($27.9 million held for sale as of December 31, 2021).

As disclosed by management, the fair values of acquired mineral reserves and intangible assets are determined using an excess earnings approach, which requires significant judgment to estimate future cash flows based on available historical information and future expectations, as well as significant assumptions, which include forecasted revenue based on sales price and shipment volumes and forecasted expenses inclusive of production costs and capital needs.

The principal considerations for our determination that performing procedures relating to the valuation of mineral reserves and intangible assets related to operating permits and customer relationships in the acquisition of Lehigh West Region is a critical audit matter are the significant judgment by management when developing the estimated fair values of these acquired assets, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to forecasted revenue.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the mineral reserves, operating permits and customer relationships and the development of the significant assumption related to forecasted revenue.

These procedures also included, among others, (i) reading the purchase agreement and (ii) testing management’s process for estimating the fair values of mineral reserves, operating permits and customer relationships.

Testing management's process included evaluating the appropriateness of the excess earnings approach, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of the significant assumption related to forecasted revenue.

Evaluating the reasonableness of the significant assumption related to forecasted revenue involved considering the (i) past performance of the acquired business; (ii) historical growth rates of the Company; and (iii) historical results of peer companies.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the excess earnings approach.

February 22, 2022

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 73 |

| Earnings from continuing operations | | | | 702.3 | | | | | 721.1 | | | | | 612.0 | |

| Earnings from discontinued operations, net of income tax expense | | | | 0.5 | | | | | — | | | | | — | |

| Basic from discontinued operations attributable to common shareholders | | | | 0.01 | | | | | — | | | | | — | |

| | | | $ | 11.26 | | | | $ | 11.56 | | | | $ | 9.77 | |

| Diluted from discontinued operations attributable to common shareholders | | | | 0.01 | | | | | — | | | | | — | |

| | | | $ | 11.22 | | | | $ | 11.54 | | | | $ | 9.74 | |

| Form 10-K ♦ Page 74 |  | SOAR to a Sustainable Future |

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 75 |

| Current assets held for sale | | | | 102.2 | | | | | 9.8 | |

| Accrued interest | | | | 48.0 | | | | | 18.3 | |

| Current liabilities held for sale | | | | 7.5 | | | | | 0.3 | |

| Noncurrent liabilities held for sale | | | | 53.5 | | | | | — | |

| Form 10-K ♦ Page 76 |  | SOAR to a Sustainable Future |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 65 |

February 19, 2021

| Form 10-K ♦ Page 66 |  | A World-Class Organization Built for Success |

| | | |

Change in Accounting Principle

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 67 |

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Note K to the consolidated financial statements, the Company’s net projected benefit obligation for all defined benefit pension plans was $1,111.9 million as of December 31, 2020.

As disclosed by management, annually, as of December 31, management remeasures the defined benefit plans’ projected benefit obligation based on the present value of projected future benefit payments to all participants for services rendered to date, reflecting expected future pay increases through the participants’ expected retirement dates.

The key assumptions are the discount rate, the expected long-term rate of return on pension plan assets, the mortality table and mortality improvement scale, and the rate of increase in future compensation levels.

The discount rate is generally the most volatile and sensitive estimate.

Accordingly, a change in this assumption has the most significant impact on the projected benefit obligation.

The principal considerations for our determination that performing procedures relating to the valuation of the projected benefit obligation is a critical audit matter are (i) the significant judgment by management to determine the projected benefit obligation; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the discount rate assumption; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of the projected benefit obligation, including controls over the discount rate assumption.

These procedures also included, among others, testing the completeness and accuracy of underlying data used in the valuation of the projected benefit obligation and the involvement of professionals with specialized skill and knowledge to assist in (i) testing management’s process for determining the projected benefit obligation, (ii) evaluating the appropriateness of the actuarial method, and (iii) evaluating the reasonableness of the discount rate assumption.

| Form 10-K ♦ Page 68 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 69 |

| Amortization of terminated value of forward starting interest rate swap agreements into interest expense, net of tax of $0.0, $0.0 and $0.2, respectively | | | | — | | | | | — | | | | | 0.3 | |

| Form 10-K ♦ Page 70 |  | A World-Class Organization Built for Success |

| Current maturities of long-term debt | | | | — | | | | | 340.0 | |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 71 |

| Noncash portion of asset and portfolio rationalization charge | | | | — | | | | | — | | | | | 17.0 | |

| Payment of railcar construction advances | | | | — | | | | | — | | | | | (79.4 | ) |

| Reimbursement of railcar construction advances | | | | — | | | | | — | | | | | 79.4 | |

| Payments on capital lease obligations | | | | — | | | | | — | | | | | (3.5 | ) |

| Payments of deferred acquisition consideration | | | | — | | | | | — | | | | | (6.7 | ) |

| Purchase of the noncontrolling interest in the existing joint venture | | | | — | | | | | — | | | | | (12.8 | ) |

| Form 10-K ♦ Page 72 |  | A World-Class Organization Built for Success |

| Balance at December 31, 2017 | | | 62.9 | | | $ | 0.6 | | | $ | 3,368.1 | | | $ | (129.1 | ) | | $ | 1,440.1 | | | $ | 4,679.7 | | | $ | 2.8 | | | $ | 4,682.5 | |

| Consolidated net earnings | | | — | | | | — | | | | — | | | | — | | | | 470.0 | | | | 470.0 | | | | 0.4 | | | | 470.4 | |

| Repurchases of common stock | | | (0.5 | ) | | | — | | | | — | | | | — | | | | (100.4 | ) | | | (100.4 | ) | | | — | | | | (100.4 | ) |

| Noncontrolling interest acquired in business combination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9.0 | | | | 9.0 | |

| Purchase of the noncontrolling interest in the existing joint venture | | | — | | | | — | | | | (3.6 | ) | | | — | | | | — | | | | (3.6 | ) | | | (9.2 | ) | | | (12.8 | ) |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 73 |

Asphalt operations and paving services are exclusively in Colorado.

Effective July 1, 2020, the Company made organizational changes, consolidating its operational management and operating divisions in connection with the retirement of two senior executives as of the end of the second quarter.

The Mid-Atlantic Division and Southeast Division were combined to form the East Division.

Additionally, the Southwest Aggregates Division and the Cement and Southwest Ready Mix Division were combined to form the Southwest Division.

Subsequent to these changes, the Building Materials business consists of four divisions: East, Central, Southwest and West.

As of December 31, [removed: 2020,] [added: 2021,] an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

The Company’s management concluded that the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles as of December 31, [removed: 2020.][added: 2021.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements contained herein, also audited the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2020] [added: 2021] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: Additionally, controls can be] circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

[removed: CEO] [added: CEO] and CFO [removed: Certifications][added: Certifications]

Management has excluded certain elements of the internal control over financial reporting of the Lehigh Hanson West Region Business (Lehigh West Region) and Tiller Corporation from its assessment of the Company’s internal control over financial reporting as of December 31, 2021, because these businesses were acquired by the Company in purchase business combinations during 2021.

Subsequent to the acquisitions, certain elements of internal control over financial reporting and related processes for these businesses were integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

The excluded elements represent controls for $274.8 million of consolidated assets and $401.2 million of consolidated total revenues, of which $79.2 million is presented in earnings from discontinued operations, net of income tax expense, as of and for the year ended December 31, 2021.

Additionally, controls can be

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 115 |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 107 |

| | | |

| --- | --- | --- |

| Form 10-K ♦ 108 |  | A World-Class Organization Built for Success |

Part III ♦ Item 10 – Directors, Executive Officers and Corporate Governance

PART III

Not Applicable.

| Form 10-K ♦ Page 116 |  | SOAR to a Sustainable Future |

| --- | --- | --- |

Part III ♦ Item 10 – Directors, Executive Officers and Corporate Governance

PART III

The information concerning directors of the Company, the Audit Committee of the Board of Directors, and the Audit Committee financial expert serving on the Audit Committee, all as required in response to this Item 10, is included under the captions “Corporate Governance Matters” in the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2020] [added: 2021] (the [removed: “2021] [added: “2022] Proxy Statement”), and that information is hereby incorporated by reference in this Form 10-K.

Information concerning Section 16(a) reporting compliance is incorporated by reference to the information appearing under the caption “Delinquent Section 16(a) Reports” in the [removed: 2021] [added: 2022] Proxy Statement.

The information required in response to this Item 11 is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2021] [added: 2022] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 12 is included under the captions “General Information,” “Security Ownership of Certain Beneficial Owners and Management,” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Company’s [removed: 2021] [added: 2022] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 13 is included under the captions “Compensation Committee Interlocks and Insider Participation in Compensation Decisions” and “Corporate Governance Matters” in the Company’s [removed: 2021] [added: 2022] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 14 is included under the caption “Independent Auditors” in the Company’s [removed: 2021] [added: 2022] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 117 |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 109 |

The [removed: report on the financial statement schedule and the] consent of the Company’s independent registered public accounting firm [removed: are] [added: is] attached as Exhibit 23.01 to this Form 10-K.

| 4.07 | [\--Second Supplemental Indenture, dated as of April 30, 2007, between Martin Marietta Materials, Inc. and Truist Bank, as trustee, to that certain Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Truist Bank, as trustee, pursuant to which were issued $250,000,000 aggregate principal amount of 6*¼%* Senior Notes due 2037 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.3 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w3.htm)] |

| 4.08 | [\--Purchase Agreement dated as of June 23, 2014 among Martin Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] of the Company’s Current Report on Form 8-K, filed on June 24, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] |

| 4.11 | [\--Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2017) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm)] |

| [removed: 4.12] [added: 4.14] | [\--Second Supplemental Indenture, dated as of December 20, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on December 20, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2019, $500 million aggregate principal amount of 3.500% Senior Notes due 2027, and $600 million aggregate principal amount of 4.250% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on December 20, 2017 (Commission File No. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] [added: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |

| [removed: 4.13] [added: 4.15] | [\--Form of 3.500% Senior Notes due 2027 (included in Exhibit 4.14)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| [removed: 4.14] [added: 4.16] | [\--Form of 4.250% Senior Notes due 2047 (included in Exhibit 4.14)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| [removed: 4.15] [added: 4.17] | [\--Third Supplemental Indenture, dated as of March 16, 2020, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on March 16, 2020, in the form of $500 million aggregate principal amount of 2.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on March 16, 2020 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm) |

| [removed: 4.16] [added: 4.18] | [\--Form of 2.500% Senior Notes due 2030 (contained in Exhibit [removed: 4.15)](http://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] [added: 4.17)](http://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] |

| [removed: 4.17] [added: 4.23] | [\--Description of the Company’s Capital Stock (incorporated by reference to Exhibit 4.17 to the Martin Marietta Materials, Inc. Current Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-ex417_265.htm) |

| 10.01 | [removed: [\--$700,000,000] [added: [\--$800,000,000] Credit Agreement dated as of December [removed: 5, 2016] [added: 21, 2021] among Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and [removed: Wells Fargo] [added: Deutsche Bank AG New York Branch, PNC] Bank, [removed: N.A.,] [added: National Association,] Truist Bank, and [removed: Deutsche Bank Securities Inc.,] [added: Wells Fargo Bank, National Association,] as Co-Syndication Agents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December [removed: 7, 2016)] [added: 27, 2021)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016029917/mlm-ex1001_6.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015721001282/ex10-1.htm)] |

| 10.04 | [\--Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit [removed: 10.02] [added: 10.01] to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2014) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm) |

| 10.07 | [\--Ninth Amendment to Credit and Security Agreement, dated as of April 17, 2018, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 17, 2018) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm)] |

| 10.09 | [\--Eleventh Amendment to Credit and Security Agreement, dated as of September 24, 2019, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 24, 2019) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] |

| [removed: 10.11] [added: 10.12] | [\--Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2013) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm)] |

| [removed: 10.12] [added: 10.13] | [\--Form of Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on August 19, 2008) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm)] |

| [removed: 10.13] [added: 10.14] | [\--Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1005.htm)] |

| [removed: 10.14] [added: 10.15] | [\--Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] |

| [removed: 10.15] [added: 10.16] | [\--Martin Marietta Materials, Inc. Incentive Stock Plan, as Amended (incorporated by reference to Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm) |

| [removed: 10.16] [added: 10.17] | [\--Martin Marietta Amended and Restated Stock-Based Award Plan last amended and restated February 18, 2016 (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1001_10.htm)] |

| [removed: 10.17] [added: 10.18] | [\--Martin Marietta Executive Cash Incentive Plan adopted February 18, 2016 (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm)] |

| [removed: 10.18] [added: 10.19] | [\--Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10‑K for the fiscal year ended December 31, 2000) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt)] |

| [removed: 10.19] [added: 10.20] | [\--Martin Marietta Materials, Inc. Third Amended and Restated Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm)] |

| [removed: 10.20] [added: 10.21] | [\--Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.11 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm)] |

| [removed: 10.21] [added: 10.22] | [\--Form of Amendment to the Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm) |

| [removed: 10.22] [added: 10.23] | [\--Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm)] |

| [removed: 10.23] [added: 10.24] | [\--Form of Special Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.19 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1001_100.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm)] |

| [removed: 10.24] [added: 10.25] | [\--Form of Performance-Based Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1002_99.htm)] |

| [removed: 10.25] [added: 10.26] | [\--Offer Letter, dated as of June 9, 2017, by and between Martin Marietta Materials, Inc. and James A. J. Nickolas (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm) |

| [removed: 10.26] [added: 10.27] | [\--Form of First Amendment to the Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_2.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_1.htm)] |

| [removed: 10.27] [added: 10.28] | [\--Form of Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.2 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_2.htm) |

| [removed: 10.28] [added: 10.29] | [\--Form of Performance Share Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.3 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_3.htm) |

| [removed: 10.29] [added: 10.30] | [\--Form of Directors’ Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.27 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex1027.htm) |

| [removed: 10.30] [added: 10.31] | [\--Martin Marietta Nonqualified Deferred Cash Compensation Plan (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on June 29, 2020 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312520182492/d708540dex101.htm) |

| [removed: 10.31] [added: 10.32] | [\--Martin Marietta Nonqualified Deferred Cash Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on June 29, 2020 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312520182492/d708540dex102.htm) |

| [removed: 10.32] [added: 10.33] | [\--Offer Letter, dated as of January 11, 2019, by and between Martin Marietta Materials, Inc. and Robert J. Cardin (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2019) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459019027408/mlm-ex1001_8.htm) |

| *21.01 | [\--List of subsidiaries of Martin Marietta Materials, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/916076/000156459021006959/mlm-ex2101_7.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/916076/000156459022005965/mlm-ex2101_9.htm)] |

| *23.01 | [\--Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000156459021006959/mlm-ex2301_6.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000156459022005965/mlm-ex2301_6.htm)] |

| *31.01 | [\--Certification dated February [removed: 19, 2021] [added: 22, 2022] of Chief Executive Officer pursuant to Securities and Exchange Act of 1934, rule 13a‑14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000156459021006959/mlm-ex3101_8.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000156459022005965/mlm-ex3101_12.htm)] |

| *31.02 | [\--Certification dated February [removed: 19, 2021] [added: 22, 2022] of Chief Financial Officer pursuant to Securities and Exchange Act of 1934, rule 13a‑14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000156459021006959/mlm-ex3102_9.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000156459022005965/mlm-ex3102_8.htm)] |

| Form 10-K ♦ 118 |  | SOAR to a Sustainable Future |

| 4.12 | [\--First Supplemental Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on May 22, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2020 and $300 million aggregate principal amount of 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on May 22, 2017 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm) |

| 4.13 | [\--Form of 3.450% Senior Notes due 2027 (included in Exhibit 4.12)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm) |

| 4.19 | [\--Fourth Supplemental Indenture, dated as of July 2, 2021, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on July 2, 2021) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| 4.20 | [\--Form of 0.650% Senior Notes due 2023 (contained in Exhibit 4.19)](http://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| 4.21 | [\--Form of 2.400% Senior Notes due 2031 (contained in Exhibit 4.19)](http://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| 4.22 | [\--Form of 3.200% Senior Notes due 2051 (contained in Exhibit 4.19)](http://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| | | |

| SOAR to a Sustainable Future |  | Form 10-K ♦ 119 |

| Form 10-K ♦ 120 |  | SOAR to a Sustainable Future |

| 10.11 | [\--Thirteenth Amendment to Credit and Security Agreement, dated as of September 22, 2021, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 23, 2021) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015721001045/ex10-01.htm) |

| | | |

| SOAR to a Sustainable Future |  | Form 10-K ♦ 121 |

| Form 10-K ♦ 122 |  | SOAR to a Sustainable Future |

| Exhibit No. | |

| *101.INS | \--Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |

| Allowance for estimated credit losses | | $ | 5.9 | | | $ | — | | | $ | — | | | | $ | 0.1 | | (a) | | $ | 5.8 | |

| Allowance for estimated credit losses on notes receivable | | | 0.4 | | | | — | | | | — | | | | | 0.3 | | (a) | | | 0.1 | |

| Inventory valuation allowance | | | 180.3 | | | | 65.2 | | | | 9.6 | | (b) | | | 40.8 | | (c) | | | 214.3 | |

| (a) | Change in estimates |

| --- | --- |

| | | |

| --- | --- | --- |

| SOAR to a Sustainable Future |  | Form 10-K ♦ 123 |

Part IV ♦ Item 16 – Form 10-K Summary

| Form 10-K ♦ 110 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 111 |

| Form 10-K ♦ 112 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ Page 113 |

| *101.INS | \--Inline XBRL Instance Document |

| Form 10-K ♦ 114 |  | A World-Class Organization Built for Success |

| Allowance for doubtful accounts | | $ | 2.4 | | | $ | 0.9 | | | $ | — | | | | $ | — | | | | $ | 3.3 | |

| Allowance for uncollectible notes receivable | | | 0.2 | | | | — | | | | — | | | | | 0.2 | | (b) | | | — | |

| Inventory valuation allowance | | | 144.0 | | | | 36.9 | | | | 5.1 | | (c) | | | 26.8 | | (a) | | | 159.2 | |

| (b) | Write-off of uncollectible accounts and change in estimates |

Dated: February [removed: 19, 2021][added: 22, 2022]

| /s/ C. Howard Nye | | Chairman of the Board, | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ James A. J. Nickolas | | Senior Vice President | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Robert J. Cardin | | Senior Vice President, | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Dorothy M. Ables | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Sue W. Cole | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Smith W. Davis | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Anthony R. Foxx | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ John J. Koraleski | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Laree E. Perez | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Thomas H. Pike | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Michael J. Quillen | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ Donald W. Slager | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| /s/ David C. Wajsgras | | Director | | February [removed: 19, 2021] [added: 22, 2022] |

| Form 10-K ♦ 124 |  | SOAR to a Sustainable Future |

| SOAR to a Sustainable Future |  | Form 10-K ♦ 125 |

| Form 10-K ♦ 126 |  | SOAR to a Sustainable Future |

| | | |

| A World-Class Organization Built for Success |  | Form 10-K ♦ 115 |

| Form 10-K ♦ 116 |  | A World-Class Organization Built for Success |

| A World-Class Organization Built for Success |  | Form 10-K ♦ 117 |