Martin Marietta Materials (MLM) 10-K risk factor changes: FY2022 vs FY2021

An investment in Martin Marietta common stock or debt securities involves risks and uncertainties.

You should consider the following factors carefully, in addition to the other information contained in this Form 10-K, before deciding to purchase or otherwise trade the Company’s securities.

This Form 10-K and other written reports and oral statements made from time to time by the Company contain statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of federal securities law.

Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable, but which may be materially different from actual results.

Investors can identify these statements by the fact that they do not relate only to historic or current facts.

The words “may,” “will,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “project,” “scheduled,” and similar expressions in connection with future events or future operating or financial performance are intended to identify forward-looking statements.

Any or all of the Company’s forward-looking statements in this Form 10‑K and in other publications may turn out to be wrong.

Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance, and environmental remediation cost estimates are examples of forward-looking statements.

Numerous factors, including potentially the risk factors described in this section, could affect our forward-looking statements and actual performance.

Investors are also cautioned that it is not possible to predict or identify all such factors.

Consequently, the reader should not consider any such list to be a complete statement of all potential risks or uncertainties.

Other factors besides those listed may also adversely affect the Company and may be material to the Company.

The Company has listed the known material risks it considers relevant in evaluating the Company and its operations.

The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events, or otherwise, other than as required by law.

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the factors listed below, along with the discussion of “Competition” under Item 1 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 of this Form 10-K, and “Note A: Accounting Policies” and “Note O: Commitments and Contingencies” of the “Notes to Financial Statements” of the Company’s consolidated financial statements included under Item 8, “Financial Statements and Supplemental Data,” of this Form 10-K.

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

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

Part I ♦ Item 1A – Risk Factors

Industry and COVID-19 Risk Factors

Our business is cyclical and depends on activity within the construction industry

Economic and political uncertainty can impede growth in the markets in which we operate.

Demand for our products, particularly in the private nonresidential and residential construction markets, could decline if companies and consumers are unable to obtain credit for construction projects or if an economic slowdown causes delays or cancellations of capital projects.

State and federal budget issues may also hurt the funding available for infrastructure spending.

The lack of available credit may limit the ability of states to issue bonds to finance construction projects.

As a result of these issues, several of our top revenue-generating states, from 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 products to the construction industry and, therefore, our results depend on that industry’s strength.

Since our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on aggregates and cement products.

Construction spending is affected by economic conditions, changes in interest rates, demographic and population shifts, and changes in construction spending by federal, state and local governments.

If economic conditions change, a recession in the construction industry may occur and affect the demand for our products.

The recession of the late 2000s and early 2010s (the Great Recession) was an example, and our shipment volumes were significantly reduced.

Construction spending can also be disrupted by terrorist activity and armed conflicts.

While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate because of the high cost to transport our products relative to their selling price.

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

We experienced this situation during the Great Recession.

The Great Recession resulted in large declines in shipments of aggregates products in our industry.

Subsequent to the Great Recession and until the impact from COVID-19 beginning in the first quarter of 2020, we experienced slow-but-steady construction growth that coincided with the longest economic recovery in United States history.

While historical spending on public infrastructure projects has been, comparatively, more stable as governmental appropriations and expenditures are typically less interest rate-sensitive than private sector spending, we experienced a slight retraction in aggregates shipments to the infrastructure market after uncertainty regarding the passage of the Highway and Transportation Funding Act of 2014.

Contractors were not able to get any certainty on the availability of federal infrastructure funding until late 2015 with the enactment of the Fixing America’s Surface Transportation (FAST) Act.

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

INTRODUCTORY OVERVIEW


Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with 2022 total revenues of $6.16 billion and 2022 net earnings from continuing operations attributable to Martin Marietta of $856.3 million.

These results were achieved in part by supplying aggregates (crushed stone, sand and gravel) through its network of approximately 350 quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

Martin Marietta also provides cement and downstream products, namely ready mixed concrete, asphalt and paving services, in certain markets where the Company has a leading aggregates position.

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

Paving services are offered in California and Colorado.

The Company also has one cement plant, related 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 and for the years ended December 31, 2022 and 2021.

The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects.

Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast.

The aggregates, cement, ready mixed concrete and asphalt and paving product lines are reported collectively as the “Building Materials” business.

As more fully discussed in the *Consolidated Strategic Objectives* section, geography is critically important for the Building Materials business.

The Company conducts its Building Materials business through two reportable segments, organized by geography: East Group and West Group.

The East Group, consisting of the East and Central divisions, provides aggregates and asphalt products.

The West Group is comprised of the Southwest and West divisions and provides aggregates, cement, downstream products and paving services.

Further, the following five states accounted for 64% of the Building Materials business 2022 total revenues: Texas, Colorado, North Carolina, Minnesota and California.

| | | |

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

| Form 10-K ♦ Page 35 | |  |

Part II ♦ Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations


Magnesia Specialties

The Company operates a Magnesia Specialties business with production facilities in Michigan and Ohio.

The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications.

It also produces dolomitic lime sold primarily to customers for steel production and soil stabilization.

Magnesia Specialties’ products are shipped to customers domestically and worldwide.

Consolidated Strategic Objectives

The Company’s strategic planning process, or Strategic Operating Analysis and Review (SOAR), provides the framework for execution of Martin Marietta’s long-term strategic plan.

Guided by this framework and considering the cyclicality of the Building Materials business, the Company determines capital allocation priorities to maximize long-term shareholder value creation.

The Company’s strategy includes ongoing evaluation of aggregates-led opportunities of scale in new domestic markets (i.e., platform acquisitions) and expansion through acquisitions that complement existing operations (i.e., bolt-on acquisitions).

To that effect, the Company has invested nearly $8.0 billion in acquisitions since the launch of SOAR in 2010.

The Company finances such opportunities with the goal of preserving its financial flexibility by having a leverage ratio (consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, or EBITDA) within a range of 2.0 times to 2.5 times within a reasonable period of time, typically within 18 months, following the completion of a debt-financed transaction.

SOAR also includes the identification and potential disposition of assets that are not consistent with stated strategic goals.

Notably, in 2022, the Company divested its Colorado and Central Texas ready mixed concrete businesses and certain West Coast cement and ready mixed concrete operations, refining its product mix and improving margin profile, while providing balance sheet flexibility.

The Company, by purposeful design, will continue to be an aggregates-led business that focuses on markets with strong, underlying growth fundamentals where it can sustain or achieve a leading market position.

In fact, aggregates product gross profit represented 69% of 2022 total consolidated products and services gross profit.

As part of its long-term strategic plan, the Company may also pursue strategic cement and targeted downstream opportunities.

For Martin Marietta, strategic cement and targeted downstream operations are located in vertically-integrated markets where the Company has, or envisions, among other things, a clear path toward a leading aggregates position.

| | | |

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

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

Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain [added: affordable] financing for construction projects or if consumer confidence is eroded by economic uncertainty.

Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest [removed: rates.][added: rates and changes in enacted tax laws.]

[removed: Variable-Rate] [added: Variable-Rate] Borrowing [removed: Facilities][added: Facilities]

At December 31, [removed: 2021,] [added: 2022,] the Company had an $800.0 million Revolving Facility and a $400.0 million Trade Receivable Facility.

As of December 31, [removed: 2021,] [added: 2022,] the Company did not have any outstanding variable-rate debt.

[removed: Pension Expense][added: Pension Expense]

The impact of hypothetical changes in these assumptions on the Company’s annual pension expense [added: and accrued pension obligation] is discussed in the *Critical Accounting Policies and Estimates – Pension Expense – Selection of Assumptions* section included under Item 7 – MD&A of this Form 10-K.

[removed: Energy Costs][added: Energy Costs]

Energy costs, including diesel fuel, natural gas, [added: electricity,] coal, petroleum coke and liquid asphalt, represent significant production costs of the Company.

The cement product line and Magnesia Specialties business each have varying fixed-price agreements for a portion of their [added: future] energy requirements.

A hypothetical 10% change in the Company’s energy prices in [removed: 2022] [added: 2023] as compared with [removed: 2021,] [added: 2022,] assuming constant volumes, would change [removed: 2022] [added: 2023] energy expense by [removed: $33.3] [added: $50.0] million.

[removed: Commodity Risk][added: Commodity Risk]

A hypothetical 10% change in sales price of the cement product line would impact cement product line revenues by [removed: $49.4] [added: $60.2] million.

A hypothetical 10% change in cement costs in [removed: 2022] [added: 2023] compared with [removed: 2021,] [added: 2022,] assuming constant volumes, would change the ready mixed concrete product line cost of sales by [removed: $31.5] [added: $26.2] million.

While increases in cement pricing may negatively impact the profitability of the ready mixed concrete operations, the cement business would benefit, although the positive impact may not reflect a direct correlation to the impact to the ready [removed: mix] [added: mixed concrete] business.

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page [removed: 69] [added: 68] | [added: |  |]

Demand in the residential and nonresidential construction markets, which combined accounted for 60% of the Company's 2022 aggregates shipments, is affected by interest rates.

During 2022, the Federal Reserve raised the target federal funds rate 425 basis points.

Income Tax

Any changes in enacted tax laws, rules or regulatory or judicial interpretation, or any change in the pronouncements relating to accounting for income taxes, could materially impact the Company's effective tax rate, tax payments, financial condition and results of operations.

| | | |

Part II ♦ Item 7A – Quantitative and Qualitative Disclosures About Market Risk

| | | |

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

| Form 10-K ♦ Page 69 | |  |

Demand in the residential construction market is affected by interest rates.

During 2021, the Federal Reserve lowered the federal funds rate, and at December 31, 2021, the rate was 0.07%.

The residential construction market accounted for approximately 25% of the Company’s organic aggregates shipments in 2021.

[removed: General][added: General]

In [removed: 2021, the] [added: 2022,] aggregates product gross profit accounted for [removed: 67%] [added: 69%] of the Company’s consolidated total [removed: product] [added: products] and services gross profit.

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

On October 1, 2021, the Company acquired the Lehigh Hanson West Region business (Lehigh West Region) for [removed: $2.28] [added: $2.26] billion in cash.

The acquired cement plants, distribution terminals and California ready mixed concrete operations are classified as assets held for sale and discontinued operations as of [added: and for the years ended] December 31, [added: 2022 and] 2021.

SCC [removed: is] [added: was] a leading producer of recycled concrete in the Houston area, one of the country’s largest aggregates markets.

On April 30, 2021, the Company [removed: completed its acquisition of] [added: acquired] 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 [removed: complements] [added: complemented] the Company’s existing product offerings in the surrounding areas.

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

[removed: Business] [added: Business] Segment [removed: Information][added: Information]

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

The West Group provides aggregates, [removed: cement and] [added: cement,] downstream [removed: products.][added: products and paving services.]

The ten largest revenue-generating states accounted for [removed: 84%] [added: 83%] of the Building Materials [removed: business] [added: business'] total revenues in [removed: 2021:] [added: 2022:] Texas, Colorado, North Carolina, [removed: Georgia,] Minnesota, [added: California, Georgia, Arizona,] Iowa, [removed: Florida, South Carolina, Indiana] [added: Florida] and [removed: Maryland.][added: Indiana.]

For more information on the organization and geographic area of the Company’s business segments, see “[Note A: Accounting [removed: Policies](#NOTE_A_ACCOUNTING_POLICIES)”] [added: Policies](#note_a_accounting_policies)”] and “[Note P: [removed: Segments](#NOTE_P_SEGMENTS)”] [added: Segments](#note_p_segments)”] of the “Notes to Financial Statements” of the Company’s consolidated financial statements, which appear in Item 8, [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data,”] [added: Data](#item_8_financial_statements_supplementar),”] of this Annual Report on Form 10-K (this Form 10-K), which information is incorporated by reference.

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

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

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page 1 | [added: |  |]

The Building Materials business markets its products primarily to the construction industry, with [removed: 34%] [added: 35%] of its [removed: 2021 organic] [added: 2022] aggregates shipments sold to contractors in connection with highway and other public infrastructure projects and the balance of its [removed: organic] shipments sold primarily to contractors for nonresidential and residential construction projects.

The Company [removed: also] believes [removed: exposure to] [added: the business’ mix of public sector-related shipments lessens the impacts of] fluctuations in nonresidential and residential, or private-sector, construction [removed: spending is lessened by the business’ mix of public sector-related shipments.][added: spending.]

The five largest revenue-generating [removed: states, determined by state of destination,] [added: states] (Texas, Colorado, North Carolina, [removed: Georgia] [added: Minnesota] and [removed: Minnesota)] [added: California)] accounted for [removed: 68%] [added: 64%] of the Building Materials business’ total revenues [removed: by state of destination] in [removed: 2021.][added: 2022.]

The Building Materials business is accordingly affected by the economies in these regions and has been adversely affected in part by recessions and weaknesses in these economies from time to [removed: time.][added: time and may be affected by a decline in economic conditions, such as recession, economic downtown or inflationary conditions in the future.]

[removed: Aggregates][added: Aggregates]

As a general rule, the distance [removed: covered by] truck shipments [added: travel] from an individual quarry is limited because the cost of transporting processed aggregates to customers is high in relation to the price of the product itself.

[removed: As described below, the] [added: The] Company’s distribution system mainly uses trucks, but also has access to [removed: a] [added: rail and] waterborne [removed: network] [added: networks] where the per-mile unit [removed: cost] [added: costs] of transporting aggregates [removed: is] [added: are] much lower.

The Company’s rail network primarily serves its Texas, Florida, Colorado and Gulf Coast [removed: markets] [added: markets,] while the Company’s locations in The Bahamas and Nova Scotia [removed: transport materials via oceangoing ships.]

At December 31, [removed: 2021,] [added: 2022,] the Company’s aggregates distribution facilities consisted of [removed: 84] [added: 78] terminals.

[removed: However, the] [added: 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 [removed: availability,] [added: availability] and the ability to renegotiate favorable railroad shipping contracts.

The Company has long-term agreements with shipping companies to provide ships to transport [removed: the Company’s] [added: its] aggregates to various coastal ports.

[removed: This property] [added: Such parcels] can serve as buffer property or additional mineral [removed: reserve capacity,] [added: reserves,] assuming the underlying geology supports economical aggregates mining.

| Form 10-K ♦ Page 2 | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

[added: 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: A long-term capital focus for the Company, primarily in the midwestern United States due] [added: Due] to the nature of [removed: its] [added: the] indigenous aggregates [removed: supply,] [added: supply in the midwestern United States, a long-term capital focus for the Company] is underground limestone aggregates mines.

When acquired, new locations sometimes do not satisfy the Company’s internal safety, maintenance, pit [removed: development,] [added: development] or other standards, and may require additional [removed: resources] [added: investments] before benefits of the acquisitions are fully realized.

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

The Company’s 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 [added: portfolio optimization strategies that include] business combinations and arrangements with other companies engaged in similar businesses, [removed: increasing the Company’s presence in its core businesses,] investing in internal expansion projects in high-growth markets, [added: divesting businesses or nonoperating assets that are not core or do not further management’s strategy] and pursuing new opportunities [removed: related to] [added: in] the Company’s existing [added: markets or new] markets.

[removed: Environmental and] [added: Moreover, environmental,] zoning [added: and land use] regulations [removed: have made] [added: will likely make] it [removed: increasingly difficult] [added: harder] for the [removed: aggregates industry] [added: Company] to expand [added: its] existing quarries [removed: and to] [added: or] develop new quarry operations.

Although it cannot be predicted what policies will be adopted in the future by federal, [removed: state,] [added: state] and local governmental bodies regarding these matters, the Company anticipates that future restrictions will likely make zoning and permitting more difficult, thereby potentially enhancing the value of the Company’s existing mineral reserves.

The Company does not anticipate any significant difficulty in [removed: obtaining] [added: accessing] reserves used for production.

The Company’s aggregates reserves average approximately [removed: 78] [added: 75] years, based on [removed: current] [added: the 2022 annual] production [removed: levels.][added: level.]

The Company generally sells its [removed: aggregates, ready mixed concrete and asphalt products] [added: aggregates] upon receipt of customer orders or requests.

On April 1, 2022, the Company divested its Colorado and Central Texas ready mixed concrete operations to Smyrna Ready Mix Concrete LLC.

This transaction optimized the Company’s aggregates-led portfolio and improved its ability to generate more attractive margins over the long term by reducing both business cyclicality and exposure to raw material cost inflation.

The transaction resulted in a pretax gain of $151.9 million, inclusive of expenses incurred due to the divestiture.

The divested operations and the gain on divestiture are all reported in the West Group in the Company's consolidated financial statements included in Item 8.

On June 30, 2022, the Company divested the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235.0 million in cash.

In addition, on July 15, 2022, the Company sold its interest in a joint venture that operates a cement distribution terminal for $15.0 million.

These assets were acquired in connection with the acquisition of the Lehigh West Region business in 2021.

On August 9, 2022, the Company announced a definitive agreement to sell the Tehachapi, California cement plant and related distribution terminals for $350.0 million in cash, subject to regulatory approval and customary closing conditions.

These assets were acquired in connection with the acquisition of the Lehigh West Region.

In 2022, aggregates shipments increased 3.3%, driven primarily by a full year of shipments in the California and Arizona operations acquired in the fourth quarter of 2021.

transport materials via oceangoing ships.

Clinker is the initial product in cement production, and the two Texas production facilities have a combined annual clinker capacity of 4.5 million tons.

The Company is currently undertaking a finishing capacity expansion project at the Midlothian plant, which is expected to be completed in mid-2024 and will provide 0.5 million tons of

annual incremental capacity.

Further, the Company is nearing completion of converting its plants to manufacture a less carbon-intensive Portland limestone cement, known as Type 1L, which has been approved by the Texas Department of Transportation.

The Redding, California plant and related terminals were sold in June 2022 and the Tehachapi, California and related terminals are classified as assets held for sale as of December 31, 2022.

The dolomitic lime business runs

Arcosa, Inc.

Heidelberg Materials

Holcim

The water spray bar also

The Company, through safety information sheets and other means, also communicates

| | | |

The EESH Committee receives reports directly from management relating to environmental, safety, ethics and other sustainability matters, including greenhouse gas (GHG) and climate change-related matters, reviews input and engagement with investors on these matters, and monitors our compliance with environmental, health and safety laws and regulations, as well as our public reporting and disclosure with respect to climate change-related risks and opportunities and other environmental issues.

Management believes this division of responsibilities is the most effective approach for addressing the risks facing the Company.

The manufacturing operations of the

| | | |

These projects, as well as new public transit and clean energy projects, require aggregates and cement for construction and may result in increased demand for our products.

See *Other Low-Carbon Transition Risks and Opportunities* section for additional information.

Although it is too early to determine the actions the federal government will ultimately take to implement climate change-related orders, commitments and laws, or the full scope, timing or ramifications of such measures, it is clear that the current administration has already begun to make, and intends to continue to pursue, 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.

On January 6, 2023, the USEPA proposed for public comment a reduction in the size of airborne particulate matter to fine particles that are 2.5 microns or less in diameter, or PM2.5, that will be regulated under its health-based, or primary, air regulations based on potential health impacts, including at-risk populations, with an adequate margin of safety.

Under the Clean Air Act, which requires the USEPA to set two types of standards for particle pollution, consisting of primary standards to protect public health and secondary standards to protect public welfare, the USEPA is required to review the National Ambient Air Quality Standards every five years to determine whether they should be retained or revised.

The particulate matter classifications were last revised in 2012.

The new rules as currently proposed would revise the annual standard for particulate matter levels but retain the 24-hour standard.

While the Company’s facilities will meet any adopted standard, these changes may result in significantly higher compliance costs and risks.

| | | |

dioxide as a product of the calcination process, which is an unavoidable step in making clinker.

In the Company's cement and downstream operations businesses, the physical impacts of climate change may result in disruptions to its operations or its customers’ transportation activities, including impacts on production capabilities and capacities, supply chain interruptions and project delays that can impact the Company's reputation and result in additional costs to the Company.

The Company is also at risk for Pacific Ocean storm activity.

In California, recent storms and flooding have caused operational delays and challenges.

geographic, employment and population dynamics.

In 2020, the coronavirus (COVID-19) pandemic impacted the global economy.

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

In addition, acquisitions have enabled the Company to extend its customer base through increased access to rail transportation.

The long-haul distribution network can diversify market risk for locations that engage in long-haul transportation of their aggregates products.

The risk of a downturn in one market may be somewhat mitigated by other markets served by the location, particularly where a producing quarry serves a local market and transports products via rail, water and/or truck to be sold in other markets.

In

Moreover, as noted above, environmental and zoning regulations will likely make it harder for the Company to expand its existing quarries or develop new quarry operations.

The cement operations of the Building Materials business produce Portland and specialty cements.

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

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

Demand for chemicals products recovered in 2021 after being negatively impacted by COVID-19 in 2020.

| | • | HeidelbergCement AG |

| | • | LafargeHolcim |

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

Historically, the

Company has not incurred substantial reclamation costs in connection with the closing of quarries.

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

have been sufficient for operations to date.

The Company will continue to monitor the cap-and-trade program closely as part of its production planning to assess the impact of potentially stricter requirements in the future and/or the need to purchase rights to emit GHGs in California.

The Company does not currently expect the impact to the cement business to be material to the Company.

From a regulatory standpoint, as noted

While the Company’s management does not expect material difficulties in renewing these labor contracts, there can be no assurance that a successor agreement will be reached at any of these locations.

In 2020, the Company launched an Inclusion and Engagement Steering Committee, comprised of diverse employees across the Company.

From time to [removed: time] [added: time,] claims of various types are asserted against the Company arising out of its operations in the normal course of business, including claims relating to land use and permits, safety, health, and environmental matters (such as noise abatement, blasting, vibrations, air emissions, and water discharges).

Such matters are subject to many uncertainties, and it is not possible to determine the probable outcome of, or the amount of liability, if any, [removed: from,] [added: from] these matters.

In the opinion of management of the Company (which opinion is based in part upon consideration of the opinion of counsel), based upon currently-available facts, it is remote that the ultimate outcome of any litigation and other proceedings will have a material adverse effect on the overall results of the Company's operations, its cash [removed: flows,] [added: flows] or its financial condition.

The Company was not required to pay any penalties in [removed: 2021] [added: 2022] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

See also “[Note O: Commitments and [removed: Contingencies](#NOTE_O_COMMITMENTS_AND_CONTINGENCIES)”] [added: Contingencies](#note_o_commitments)”] of the “[Notes to Financial [removed: Statements](#NOTE_A_ACCOUNTING_POLICIES)”] [added: Statements](#notes_to_financial_statements)”] of the Company’s consolidated financial statements included under [Item 8, “Financial Statements and Supplemental [removed: Data,”](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] [added: Data,”](#item_8_financial_statements_supplementar)] of this Form 10-K and the “[Environmental Regulation and [removed: Litigation](#MDA_ENVIRONMENTAL_REG_AND_LIT)”] [added: Litigation](#mda_environmental_reg_and_lit)”] section included under [Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations,”](#item_7_managements_discussion_analysis_f)] of this Form 10-K.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

[removed: |] ☒ [removed: | ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

For the fiscal year ended December [removed: 31, 2021][added: 31, 2022]

[removed: |] ☐ [removed: | TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: MARTIN] [added: MARTIN] MARIETTA MATERIALS, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: North Carolina] [added: North Carolina] | | [removed: 56-1848578] [added: 56-1848578] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] |

| [removed: 4123] [added: 4123] Parklake [removed: Avenue, Raleigh, North Carolina] [added: Avenue, Raleigh, North Carolina] | | [removed: 27612] [added: 27612] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: (919) 781-4550][added: (919) 781-4550]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] Stock (par value $.01 per [removed: share)] [added: share)] | | [removed: MLM] [added: MLM] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

[removed: | |] Yes ☒ [removed: |] No ☐ [removed: |]

[removed: | |] Yes ☐ [removed: |] No ☒ [removed: |]

| Large accelerated filer | [removed: |] ☒ | Accelerated filer | ☐ |

| Non-accelerated filer | [removed: |] ☐ | Smaller reporting company | ☐ |

| | | [removed: |] Emerging growth company | ☐ |

As of June 30, [removed: 2021,] [added: 2022,] 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: $19,487,944,698] [added: $16,524,714,169] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 15, 2022] [added: 17, 2023] |

| [removed: Common] [added: Common] Stock, $.01 par value per [removed: share] [added: share] | | [removed: 62,394,593 shares] [added: 62,103,551 shares] |

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 12, 2022] [added: 11, 2023] (Proxy Statement) | | Part III |

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

| [removed: [PART I](#PART_I)] [added: [PART I](#part_i)] | | 1 |

| [removed: ITEM 1.] [added: ITEM 1.] | [removed: [BUSINESS](#ITEM_1_BUSINESS)] [added: [BUSINESS](#item_1_business)] | 1 |

| [removed: ITEM 1A.] [added: ITEM 1A.] | [removed: [RISK FACTORS](#ITEM_1A_RISK_FACTORS)] [added: [RISK FACTORS](#item_1a_risk_factors)] | [removed: 12] [added: 13] |

| [removed: ITEM 1B.] [added: ITEM 1B.] | [removed: [UNRESOLVED] [added: [UNRESOLVED] STAFF [removed: COMMENTS](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: COMMENTS](#item_1b_unresolved_staff_comments)] | [removed: 25] [added: 26] |

| [removed: ITEM 2.] [added: ITEM 2.] | [removed: [PROPERTIES](#ITEM_2_PROPERTIES)] [added: [PROPERTIES](#item_2_properties)] | [removed: 25] [added: 27] |

| [removed: ITEM 3.] [added: ITEM 3.] | [removed: [LEGAL PROCEEDINGS](#ITEM_3_LEGAL_PROCEEDINGS)] [added: [LEGAL PROCEEDINGS](#item_3_legal_proceedings)] | [removed: 30] [added: 31] |

| [removed: ITEM 4.] [added: ITEM 4.] | [removed: [MINE] [added: [MINE] SAFETY [removed: DISCLOSURES](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: DISCLOSURES](#item_4_mine_safety_disclosures)] | [removed: 30] [added: 31] |

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

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

c9

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

| | | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No ☒

| | | | | | |

| [PART IV](#part_iv) | | 116 |

| [SIGNATURES](#signatures) | | 123 |

| --- | --- |

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

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

| | | |

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

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

There are no unresolved written comments that were received from the staff of the SEC one hundred and eighty (180) days or more before the end of [removed: our] [added: the Company's] fiscal year relating to [removed: our] [added: its] periodic or current reports under the Exchange Act.

| | | |

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

| Form 10-K ♦ Page 26 | |  |

Part I ♦ Item 2 – Properties

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

As of December 31, [removed: 2021,] [added: 2022,] the Company processed or shipped aggregates from [removed: 267 quarries and underground] [added: 344 quarries,] mines [added: and distribution terminals] in 28 states, Canada and The Bahamas.

The Company’s aggregates reserves, on average, represent approximately [removed: 78] [added: 75] years at [removed: current] [added: the 2022 annual] production [removed: levels.][added: level.]

As of December 31, [removed: 2021,] [added: 2022,] the Company [removed: also] operated [removed: 84] [added: 78] aggregates distribution [removed: yards.][added: terminals.]

In total, aggregates [removed: locations, including quarries, underground] [added: locations (quarries,] mines and distribution [removed: terminals, are in 28 states and of which 161 are] [added: terminals) include 154] located on land owned by the Company free of major encumbrances, [removed: 65 are] [added: 63] on land owned in part and leased in part, [removed: and 111 are] [added: 114] on leased land, and [removed: 14 are] [added: 13] on facilities neither owned nor [removed: leased,] [added: leased] where raw materials are removed under an agreement.

In addition, as of December 31, [removed: 2021,] [added: 2022,] the Company processed and shipped ready mixed concrete and asphalt products from [removed: 185] [added: 132] properties in [removed: seven] [added: five] states, of which [removed: 137] [added: 98] are located on land owned by the Company free of major encumbrances, [removed: 4] [added: 3] are on land owned in part and leased in part, [removed: 4] [added: 28] are [added: on leased land and 3 are] at facilities neither owned nor [removed: leased and 40 are on leased land.][added: leased.]

An overview of the Company’s quarrying and mining operations is included in [removed: “Business—Building] [added: “[Business—Building] Materials [removed: Business”] [added: Business](#item_1_business_bmb)”] and [removed: “Business—Environmental] [added: “[Business—Environmental] and Governmental [removed: Regulations,”] [added: Regulations](#item_1_business_environmental),”] included in [removed: Item 1 “Business”] [added: [Item 1, “Business”](#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 [removed: two] California cement [removed: plants] [added: plant] that [removed: are] [added: is] classified as held for sale:

[removed: ][added: ]

[removed: Aggregates] [added: Mineral] 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.

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page [removed: 25] [added: 27] | [added: |  |]

[added: A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such] 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.

[removed: Measured aggregates resources] [added: A measured mineral resource] is that part of [removed: aggregates resources] [added: the mineral resource] for which quantity and grade [added: or quality] 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.

[removed: 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 [removed: mined, which is at a lower level of confidence than measured aggregates resources.][added: mined.]

The Company has no inferred resources as of December 31, [removed: 2021.][added: 2022.]

[removed: Aggregates reserves] [added: A mineral reserve] is an estimate of tonnage and grade [added: or quality] of indicated [removed: or] [added: and] measured [removed: aggregates] [added: mineral] resources [removed: that] [added: that,] in the opinion of [added: the] qualified [removed: personnel] [added: person,] can be [added: the basis of an] economically [removed: extracted and includes diluting materials and allowances for mining losses.][added: viable project.]

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

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

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

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

Once in operation, routine quality control testing is performed to ensure the quality grade of [removed: aggregate] [added: aggregates] continues to meet specifications.

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

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

The Company uses the same methods of analysis to evaluate and estimate the amount of its [removed: aggregates] [added: mineral] reserves used in the cement manufacturing process for its cement operations as it does for its aggregates operations.

For additional information on the Company’s assessment of reserves, see “[Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Financial Information - Critical Accounting Policies and Estimates - Property, Plant and [removed: Equipment](#MDA_CRITICAL_ACCOUNTING_POLICIES_PPE)”] [added: Equipment](#mda_critical_accounting_policies_ppe)”] included under Item 7, [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations](#item_7_managements_discussion_analysis_f),”] of this Form 10-K.

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

The Company frequently acquires large tracts of land so that quarry, [removed: mine,] [added: 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, [removed: 2021] [added: 2022] of proven and probable [added: mineral] reserves of aggregates (crushed stone and sand and gravel) and measured, indicated and inferred [removed: aggregates] [added: mineral] resources [added: of aggregates] (exclusive of proven and probable reserves), shown on a geographic division basis.

The East Division includes Alabama, Florida, Georgia, [added: Maryland, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, Canada and The Bahamas.]

| Form 10-K ♦ Page [removed: 26] [added: 28] | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

The [removed: amount] [added: reserve estimates] shown [removed: reflects] [added: were determined to be economically mineable using] a reasonable and justifiable price for salable product as of December 31, 2021 with respect to each [removed: division.][added: division for each product category of aggregates resources.]

The [removed: tables also present] [added: following presents] the Company’s total annual production for the last three years, shown on a product line-by-product line basis.

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

| [removed: Summary] [added: Summary] Mineral Resources At End of Fiscal Year Ended December 31, [removed: 2021 Based on Price1] [added: 20221,2] | | | | | | | | | | | | | | | | |

| | [removed: Measured] [added: Measured] Mineral [removed: Resources] [added: Resources] | | | | [removed: Indicated] [added: Indicated] Mineral [removed: Resources] [added: Resources] | | | | [removed: Measured] [added: Measured] + Indicated Mineral [removed: Resources] [added: Resources] | | | | [removed: Inferred] [added: Inferred] Mineral [removed: Resources] [added: Resources] | | | |

| [removed: Crushed Stone] [added: Crushed Stone] | | | | | | | | | | | | | | | | |

| Central Division | | — | | Crushed Stone | | [removed: 320.0] [added: 22,730] | | Crushed Stone | | [removed: 320.0] [added: 22,730] | | Crushed Stone | | — | | Crushed Stone |

| [removed: Sand] [added: Sand] and [removed: Gravel] [added: Gravel] | | | | | | | | | | | | | | | | |

| East Division | [removed: $] | — | | Sand & Gravel | [removed: $] | — | | Sand & Gravel | [removed: $] | — | | Sand & Gravel | [removed: $] | — | | Sand & Gravel |

| Central Division | | [removed: 11.8] [added: 1,102] | | Sand & Gravel | | [removed: 380.7] [added: 35,390] | | Sand & Gravel | | [removed: 392.5] [added: 36,492] | | Sand & Gravel | | — | | Sand & Gravel |

Mineral reserves and mineral resources for the Company’s aggregates and cement businesses have been prepared in accordance with the disclosure requirements of subpart 1300 of U.S. Securities and Exchange Commission Regulation S-K.

An indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of

Inferred mineral resources are that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.

More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

A probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource.

A proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from the conversion of a measured mineral resource.

| | | | | | | | | | | | | | | | | |

| | Tons (in thousands) | | | Grades/Qualities | Tons (in thousands) | | | Grades/Qualities | Tons (in thousands) | | | Grades/Qualities | Tons (in thousands) | | | Grades/Qualities |

| East Division | | 144,299 | | Crushed Stone | | 30,584 | | Crushed Stone | | 174,883 | | Crushed Stone | | — | | Crushed Stone |

| West Division | | 61,320 | | Crushed Stone | | 152,137 | | Crushed Stone | | 213,457 | | Crushed Stone | | — | | Crushed Stone |

| Total crushed stone | | 205,619 | | | | 205,451 | | | | 411,070 | | | | — | | |

| West Division | | 59,839 | | Sand & Gravel | | 143,191 | | Sand & Gravel | | 203,030 | | Sand & Gravel | | — | | Sand & Gravel |

| Total sand and gravel | | 60,941 | | | | 178,581 | | | | 239,522 | | | | — | | |

| | | | | | | | | | | | | |

| | Tons (in thousands) | | | Grades/Qualities | Tons (in thousands) | | | Grades/Qualities | Tons (in thousands) | | | Grades/Qualities |

| East Division | | 4,608,483 | | Crushed Stone | | 3,643,381 | | Crushed Stone | | 8,251,864 | | Crushed Stone |

| Central Division | | 1,472,296 | | Crushed Stone | | 1,418,537 | | Crushed Stone | | 2,890,833 | | Crushed Stone |

| Southwest Division | | 2,253,444 | | Crushed Stone | | 1,711,836 | | Crushed Stone | | 3,965,280 | | Crushed Stone |

| West Division | | 351,196 | | Crushed Stone | | 600,000 | | Crushed Stone | | 951,196 | | Crushed Stone |

| Total crushed stone | | 8,685,419 | | | | 7,373,754 | | | | 16,059,173 | | |

| East Division | | 63,500 | | Sand and Gravel | | 110,046 | | Sand and Gravel | | 173,546 | | Sand and Gravel |

| Central Division | | 226,350 | | Sand and Gravel | | 69,562 | | Sand and Gravel | | 295,912 | | Sand and Gravel |

| West Division | | 170,288 | | Sand and Gravel | | 41,436 | | Sand and Gravel | | 211,724 | | Sand and Gravel |

| Total sand and gravel | | 515,334 | | | | 301,601 | | | | 816,935 | | |

1.

The tons presented were determined to be economically mineable using the 2021 average selling price per ton for that product category in that geographic division.

There is a range of selling prices for each product category and each geography that depend on the type of product, whether it is washed or not, and its end use.

The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was $15.65, $14.08, $10.46 and $11.53, respectively.

The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was $10.66, $10.73, $13.28 and $13.52, respectively.

These prices exclude any portion of revenues allocated to freight, including internal freight to ship products from a producing quarry to a distribution terminal and third-party freight to deliver product to a customer.

2.

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.

| | | | | | | | | | | | | |

on leased land.

| | | | | | | | | |

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

| Total | | 5.4 | | | | | | |

| | | |

♦ Information About Our Executive Officers

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.

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

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

Part I ♦ Item 2 – Properties

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.

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.

Proven reserves have a certainty of 85% to 90%.

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

The degree of certainty for probable reserves is 70% to 75%.

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

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

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.

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

| East Division | $ | 2,258.4 | | Crushed Stone | $ | 478.7 | | Crushed Stone | $ | 2,737.1 | | Crushed Stone | $ | — | | Crushed Stone |

| West Division | | 982.5 | | Crushed Stone | | 2,693.7 | | Crushed Stone | | 3,676.2 | | Crushed Stone | | — | | Crushed Stone |

| Total crushed stone | $ | 3,240.9 | | | $ | 3,492.4 | | | $ | 6,733.3 | | | $ | — | | |

| West Division | | 809.0 | | Sand & Gravel | | 1,935.7 | | Sand & Gravel | | 2,744.7 | | Sand & Gravel | | — | | Sand & Gravel |

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

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

| East Division | $ | 73,072.4 | | Crushed Stone | $ | 57,544.9 | | Crushed Stone | $ | 130,617.3 | | Crushed Stone |

| Central Division | | 21,263.7 | | Crushed Stone | | 20,003.5 | | Crushed Stone | | 41,267.2 | | Crushed Stone |

| Southwest Division | | 24,029.3 | | Crushed Stone | | 18,029.6 | | Crushed Stone | | 42,058.9 | | Crushed Stone |

| West Division | | 4,295.8 | | Crushed Stone | | 6,915.5 | | Crushed Stone | | 11,211.3 | | Crushed Stone |

| Total crushed stone | $ | 122,661.2 | | | $ | 102,493.5 | | | $ | 225,154.7 | | |

| Sand and Gravel | | | | | | | | | | | | |

| East Division | $ | 697.7 | | Sand and Gravel | $ | 1,180.8 | | Sand and Gravel | $ | 1,878.5 | | Sand and Gravel |

| Central Division | | 2,539.8 | | Sand and Gravel | | 755.5 | | Sand and Gravel | | 3,295.3 | | Sand and Gravel |

| West Division | | 2,421.4 | | Sand and Gravel | | 600.8 | | Sand and Gravel | | 3,022.2 | | Sand and Gravel |

| Total sand and gravel | $ | 6,411.7 | | | $ | 3,680.8 | | | $ | 10,092.5 | | |

| | 1. | The amounts, presented in millions, were determined using the 2021 average selling price per ton for that product category in that geographic division. There is a range of selling prices for each product category and each geography that depend on the type of product, whether it is washed or not, and its end use. The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was $15.65, $14.08, $10.46 and $11.53, respectively. The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was $10.66, $10.73, $13.28 and $13.52, respectively. These prices exclude any portion of revenues allocated to freight, including internal freight to ship products from a producing quarry to a distribution terminal and third-party freight to deliver product to a customer. |

| Redding, CA | | | 0.6 | | | Dry | | 1980, 1961 | | | 12 | |

| Total | | | 6.0 | | | | | | | | | |

| SOAR to a Sustainable Future |  | Form 10-K ♦ Page 29 |

Part I ♦ Item 3 – Legal Proceedings

| Form 10-K ♦ Page [removed: 30] [added: 31] | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

[removed: Part I ♦ Information About Our] [added: Information about our] Executive [removed: Officers][added: Officers]

The following sets forth certain information regarding the executive officers of Martin Marietta as of February [removed: 22, 2022:][added: 24, 2023:]

| [removed: Name] [added: Name] | [removed: Age] [added: Age] | [removed: Present Position] [added: Present Position] | [removed: Year] [added: Year] Assumed Present [removed: Position] [added: Position] | [removed: Other] [added: Other] Positions and Other Business Experience Within the Last Five [removed: Years] [added: Years] |

| C. Howard Nye | [removed: 59] [added: 60] | Chairman of the Board; | 2014 | |

| | | President of Aggregates [added: Business;] | 2010 | |

| | | Chairman of Magnesia [added: Specialties Business] | 2007 | |

| James A. J. Nickolas | [removed: 51] [added: 52] | Senior Vice President, Chief Financial Officer | 2017 | Principal Accounting Officer [removed: (March- May 2019); Head, Corporate Development and Caterpillar Ventures, Caterpillar Inc. (January-July 2017)] [added: (2019)] |

| Roselyn R. Bar | [removed: 63] [added: 64] | Executive Vice President; | 2015 | |

| Robert J. Cardin | [removed: 58] [added: 59] | Senior Vice [removed: President; Controller,] [added: President, Controller] and Chief Accounting Officer | 2019 | Vice President and Corporate Controller [removed: (March-May 2019);] [added: (2019);] Chief Accounting Officer, SWM International (2013-2019) |

| Craig M. LaTorre | [removed: 54] [added: 55] | Senior Vice President, Chief Human Resource Officer | 2019 | Vice President, Human Resources [removed: (July 2018-March 2019);] [added: (2018-2019);] Senior Vice President and Chief Human Resources Officer (2013-2018), Andeavor (formerly known as Tesoro Corporation) |

| John P. Mohr | [removed: 57] [added: 58] | Senior Vice [removed: President,] [added: President;] | 2017 | [removed: Vice President, Information Services (2015-2017)] |

| Michael J. Petro | [removed: 38] [added: 39] | Senior Vice President, Strategy & Development | 2021 | Vice President, Strategy and Development (2018-2021); Director, Strategy and Development (2015-2018) |

| | | | | |

| Oliver W. Brooks | 37 | Senior Vice President, Enterprise Excellence | 2022 | Vice President, Strategic Planning for Southwest Division (2020-2022); General Manager, North Texas/Oklahoma District (2018-2020); General Manager, Denver Metro Ready Mix (2016-2018) |

| | | |

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

Information about our Executive Officers

| | | Business; | | |

| | | Specialties Business | | |

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

[removed: Market] [added: Market] Information and [removed: Holders][added: Holders]

There were [removed: 761] [added: 739] holders of record of the Company’s common stock as of February 15, [removed: 2022.][added: 2023.]

[removed: Common] [added: Common] Stock Performance [removed: Graph][added: Graph]

The following graph and accompanying table compare the five-year cumulative total return from December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021] [added: 2022] 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: ]

| Form 10-K ♦ Page 32 | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs(1)] | | | | [removed: Maximum] [added: Maximum] Number of Shares that May Yet be Purchased Under the Plans or [removed: Programs] [added: Programs] | | |

[removed: | 1 | The Company’s stock repurchase program, which currently authorizes the repurchase of 20 million shares of common stock, is approved by the Board of Directors from time to time, and updated as appropriate by the Board of Directors, and announced to the public by press release. The latest announcement on this topic was the Company’s press release dated February 10, 2015 that its Board of Directors had authorized the repurchase of up to 20 million shares of its outstanding common stock, which included 5 million shares authorized under the Company’s previous share repurchase program.] Previous press releases announcing prior share repurchase programs and the related amounts of common stock included under the share repurchase authorizations were as follows: (i) press release dated August 15, 2007 (5 million shares); (ii) press release dated February 22, 2006 (5 million shares); and (iii) May 6, 1994 (2.5 million shares). [removed: |]

| | | |

| | | |

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

| Form 10-K ♦ Page 33 | |  |

Part II ♦ Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

| | | | | | | | | | | | | | | | | |

| October 1, 2022 — October 31, 2022 | | | — | | | $ | — | | | | — | | | | 13,102,616 | |

| November 1, 2022 — November 30, 2022 | | | — | | | $ | — | | | | — | | | | 13,102,616 | |

| December 1, 2022 — December 31, 2022 | | | — | | | $ | — | | | | — | | | | 13,102,616 | |

| Total | | | — | | | $ | — | | | | — | | | | 13,102,616 | |

1.

The Company’s stock repurchase program, which currently authorizes the repurchase of 20 million shares of common stock, is approved by the Board of Directors from time to time, and updated as appropriate by the Board of Directors, and announced to the public by press release.

The latest announcement on this topic was the Company’s press release dated February 10, 2015 that its Board of Directors had authorized the repurchase of up to 20 million shares of its outstanding common stock, which included 5 million shares authorized under the Company’s previous share repurchase program.

| October 1, 2021 — October 31, 2021 | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| November 1, 2021 — November 30, 2021 | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| December 1, 2021 — December 31, 2021 | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| Total | | | — | | | $ | — | | | | — | | | | 13,520,952 | |

| --- | --- |

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page [removed: 33] [added: 34] | [added: |  |]

| | | |

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

Part II ♦ Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTORY OVERVIEW

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.

These results were achieved by supplying aggregates (crushed stone, sand and gravel) through its network of approximately 350 quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

Martin Marietta also provides cement and downstream products, namely ready mixed concrete, asphalt and paving services, in 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 Arizona, California, Colorado, Minnesota, Texas and Wyoming.

Paving services are in California and Colorado.

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.

The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects.

Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast.

The aggregates, cement, ready mixed concrete, asphalt and paving product lines are reported collectively as the “Building Materials” business.

As more fully discussed in the *Consolidated Strategic Objectives* section, geography is critically important for the Building Materials business.

The Company conducts its Building Materials business through two reportable segments, organized by geography: East Group and West Group.

The East Group consists of the East and Central divisions.

The West Group is comprised of the Southwest and West divisions.

The East Group provides aggregates and asphalt products.

The West Group provides aggregates, cement and downstream products and services.

Further, the following five states accounted for 68% of the Building Materials business 2021 total revenues: Texas, Colorado, North Carolina, Georgia and Minnesota.


| Form 10-K ♦ Page 34 |  | SOAR to a Sustainable Future |

Magnesia Specialties

The Company operates a Magnesia Specialties business with production facilities in Michigan and Ohio.

The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications.

It also produces dolomitic lime sold primarily to customers for steel production and soil stabilization.

Magnesia Specialties’ products are shipped to customers worldwide.

Consolidated Strategic Objectives 

The Company’s strategic planning process, or Strategic Operating Analysis and Review (SOAR), provides the framework for execution of Martin Marietta’s long-term strategic plan.

Guided by this framework and considering the cyclicality of the Building Materials business, the Company determines capital allocation priorities to maximize long-term shareholder value creation.

The Company’s strategy includes ongoing evaluation of aggregates-led opportunities of scale in new domestic markets (i.e., platform acquisitions), expansion through acquisitions that complement existing operations (i.e., bolt-on acquisitions) and divestitures of assets that are not consistent with stated strategic goals.

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.

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 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 67% of 2021 total consolidated product and services gross profit) that focuses on markets with strong, underlying growth fundamentals where it can sustain or achieve a leading market position.

As part of its long-term strategic plan, the Company may also pursue strategic cement and targeted downstream opportunities.

For Martin Marietta, strategic cement and targeted downstream operations are located in vertically-integrated markets where the Company has, or envisions, a clear path toward a leading aggregates position.

Generally, the Company’s building materials products are both sourced and sold locally.

As a result, geography is critically important when assessing market attractiveness and growth opportunities.

Attractive geographies 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 investment.

In order to assess population growth and density, the Company focuses on the megaregions of the United States.

| [removed: Index] [added: Index] to Consolidated Financial [removed: Statements] [added: Statements] | | | [removed: Page] [added: Page] |

| | [Statement of Responsibility and Management’s Report [removed: on](#STATEMENT_FINANCIAL_RESPONSIBILITY_MANAG)] [added: on](#statement_financial_responsibility_manag)] [Internal Control over Financial [removed: Reporting](#STATEMENT_FINANCIAL_RESPONSIBILITY_MANAG)] [added: Reporting](#statement_financial_responsibility_manag)] | | [removed: 71] [added: 70] |

| | [Consolidated Statements of Earnings [removed: –](#STATEMENTS_OF_EARNINGS)] [added: –](#statements_of_earnings)] [for years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#STATEMENTS_OF_EARNINGS)] [added: 2020](#statements_of_earnings)] | | 74 |

| | [Consolidated Statements of Comprehensive Earnings [removed: –](#STATEMENTS_OF_COMPREHENSIVE_EARNINGS)] [added: –](#statements_of_comprehensive_earnings)] [for years ended December [removed: 31,2021, 2020] [added: 31, 2022, 2021] and [removed: 2019](#STATEMENTS_OF_COMPREHENSIVE_EARNINGS)] [added: 2020](#statements_of_comprehensive_earnings)] | | 75 |

| | [Consolidated Balance Sheets [removed: –](#BALANCE_SHEETS)] [added: –](#balance_sheets)] [at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BALANCE_SHEETS)] [added: 2021](#balance_sheets)] | | 76 |

| | [Consolidated Statements of Cash Flows [removed: –](#STATEMENT_OF_CASH_FLOWS)] [added: –](#statements_of_cash_flow)] [for years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#STATEMENTS_OF_CASH_FLOW)] [added: 2020](#statements_of_cash_flow)] | | 77 |

| | [Consolidated Statements of Total Equity [removed: –](#STATEMENTS_OF_EQUITY)] [added: –](#statements_of_equity)] [for years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#STATEMENT_OF_TOTAL_EQUITY)] [added: 2020](#statements_of_equity)] | | 78 |

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

| Form 10-K ♦ Page 70 | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

[removed: Management’s] [added: Management’s] Statement of [removed: Responsibility][added: Responsibility]

The consolidated balance sheets for Martin Marietta, at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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.

[removed: The Audit] Committee meets standards established by the Securities and Exchange Commission (SEC) and the New York Stock Exchange as they relate to the composition and practices of audit committees.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

The consolidated financial statements of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report appears on the following pages.

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

| [removed: C.] [added: C.] Howard [removed: Nye,] [added: Nye,] *Chairman, President and Chief Executive Officer* | [removed: James] [added: James] A. J. [removed: Nickolas,] [added: Nickolas,] *Senior Vice President and Chief Financial Officer* |

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page 71 | [added: |  |]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of earnings, [added: of] comprehensive earnings, [added: of] total equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

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 [added: generally accepted accounting principles.]

| Form 10-K ♦ Page 72 | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

Professionals with specialized skill and knowledge were used to assist in evaluating the [removed: appropriateness] [added: reasonableness] of the [removed: excess earnings approach.][added: discount rate assumption.]

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page 73 | [added: |  |]

[removed: Financial Statements][added: Financial Statements]

| Martin Marietta Materials, Inc. and Consolidated [removed: Subsidiaries Consolidated] [added: SubsidiariesConsolidated] Statements of [removed: Earnings] [added: Earnings] | | | | | | | | | | | | | | | |

| [removed: years] [added: *years] ended December [removed: 31] [added: 31*] (in millions, except per share data) | | | [removed: 2021] [added: 2022] | | | | | [removed: 2020] [added: 2021] | | | | | [removed: 2019] [added: 2020] | | |

| Products and services revenues | | | [removed: $] [added: $] | [removed: 5,084.7] [added: 5,730.5] | | | | $ | [removed: 4,432.1] [added: 5,084.7] | | | | $ | [removed: 4,422.3] [added: 4,432.1] | |

| Freight revenues | | | | [removed: 329.3] [added: 430.2] | | | | | [removed: 297.8] [added: 329.3] | | | | | [removed: 316.8] [added: 297.8] | |

| [removed: Total Revenues] [added: Total Revenues] | | | | [removed: 5,414.0] [added: 6,160.7] | | | | | [removed: 4,729.9] [added: 5,414.0] | | | | | [removed: 4,739.1] [added: 4,729.9] | |

| Cost of revenues - products and services | | | | [removed: 3,735.7] [added: 4,304.6] | | | | | [removed: 3,175.6] [added: 3,735.7] | | | | | [removed: 3,239.1] [added: 3,175.6] | |

| Cost of revenues - freight | | | | [removed: 329.9] [added: 432.8] | | | | | [removed: 301.5] [added: 329.9] | | | | | [removed: 321.0] [added: 301.5] | |

| Total cost of revenues | | | | [removed: 4,065.6] [added: 4,737.4] | | | | | [removed: 3,477.1] [added: 4,065.6] | | | | | [removed: 3,560.1] [added: 3,477.1] | |

| | | | |

The Audit

February 24, 2023

*Goodwill Impairment Assessment - West Division Reporting Unit*

As described in Notes A and D to the consolidated financial statements, the Company’s consolidated goodwill balance was $3.6 billion as of December 31, 2022.

The goodwill balance associated with the West Division reporting unit was $1.1 billion.

The carrying values of goodwill are reviewed for impairment annually, as of October 1.

As disclosed by management, the goodwill impairment assessment requires management to apply judgment and make key assumptions.

The fair value of the West Division reporting unit was calculated using a discounted cash flow model.

Key assumptions included management’s estimates of changes in average selling price, shipment volumes and production costs, as well as assumptions of future profitability, capital requirements, discount rate and terminal growth rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the West Division reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the West Division reporting unit; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate and changes in average selling price, shipment volumes and production costs, 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 management’s goodwill impairment assessment, including controls over the valuation of the West Division reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate, (ii) evaluating the appropriateness of the discounted cash flow model, (iii) testing the completeness and accuracy of underlying data used in the model, and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate and changes in average selling price, shipment volumes and production costs.

Evaluating management’s assumptions related to changes in average selling price, shipment volumes and production costs involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

February 24, 2023

| | | |

| | | |

| | | | | | | | | | | | | | | | |

| Prior service cost arising during period, net of tax of $(11.8), $0.0 and $0.0, respectively | | | | (36.3 | ) | | | | — | | | | | — | |

*The accompanying Notes to the Financial Statements are an integral part of these statements.*

| | | |

| Restricted investments (to satisfy discharged debt and related interest) | | | | 704.6 | | | | | — | |

| | | | | | | | | | | |

| Current maturities of discharged long-term debt | | | | 699.1 | | | | | — | |

*The accompanying Notes to the Financial Statements are an integral part of these statements.*

| | | |

| | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | |

| Consolidated net earnings | | | $ | 866.8 | | | | $ | 702.8 | | | | $ | 721.1 | |

| Purchase of restricted investments to discharge long-term debt | | | | (704.6 | ) | | | | — | | | | | — | |

*The accompanying Notes to the Financial Statements are an integral part of these statements.*

| | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive earnings | | | — | | | | — | | | | — | | | | 59.1 | | | | — | | | | 59.1 | | | | — | | | | 59.1 | |

| Balance at December 31, 2022 | | | 62.1 | | | $ | 0.6 | | | $ | 3,489.0 | | | $ | (38.5 | ) | | $ | 3,719.4 | | | $ | 7,170.5 | | | $ | 2.3 | | | $ | 7,172.8 | |

*The accompanying Notes to the Financial Statements are an integral part of these statements.*

| | | |

Intersegment and interproduct revenues are eliminated in consolidation.

| | | |

incurred to date as a percentage of total estimated project costs.

Additional information required in response to this Item 8 is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included as Item 7 of this Form 10-K.

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

Part II ♦ Item 8 – Financial Statements and Supplementary Data

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

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.

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.

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.

| Balance at December 31, 2018 | | | 62.5 | | | $ | 0.6 | | | $ | 3,396.1 | | | $ | (143.6 | ) | | $ | 1,693.3 | | | $ | 4,946.4 | | | $ | 3.0 | | | $ | 4,949.4 | |

| Distribution to owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.6 | ) | | | (0.6 | ) |

Organization.

In addition to these states, the Company sells to customers in New York, Delaware, New Mexico and Mississippi.

During 2021, there were no changes to the Magnesia Specialties reportable segment.

Basis of Presentation and Use of Estimates.

During the year ended December 31, 2019, the Company identified a prior-period error that overstated its earnings from a nonconsolidated equity affiliate.

The pretax noncash adjustment was deemed immaterial to prior periods and was therefore corrected as an out-of-period expense of $15.7 million that was recorded in other nonoperating expenses, consistent with the recurring classification of equity earnings from the nonconsolidated affiliate.

Basis of Consolidation.

Revenue Recognition.

Freight revenues reflect delivery arranged by the Company using a third party on behalf of the customer and are recognized consistently with the timing of the product revenues.

Freight and Delivery Costs.

| Cash and cash equivalents | | $ | 258.4 | | | $ | 207.3 | | | $ | 21.0 | |

Accounts Receivable.

Inventories Valuation.

Repair and Maintenance Costs.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

As of December 31, [removed: 2021,] [added: 2022,] 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 foregoing evaluation of the Company’s disclosure controls and procedures was based on the definition in Exchange Act Rule 13a-15(e), which requires that disclosure controls and procedures are effectively designed to provide reasonable assurance that information required to be disclosed by an issuer in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, [removed: summarized,] [added: summarized] and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Our management’s report on internal control over financial reporting is included as the [removed: “Statement] [added: “[Statement] of Financial Responsibility and Management’s Report on Internal Controls over Financial [removed: Reporting”] [added: Reporting](#statement_financial_responsibility_manag)”] in Item 8, [removed: “Financial] [added: “[Financial] Statements and Supplemental [removed: Data,”] [added: Data](#item_8_financial_statements_supplementar),”] of this Form 10-K.

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

The audit report is included in Item 8, [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data,”] [added: Data](#item_8_financial_statements_supplementar),”] of this Form 10-K.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: Limitations] [added: Limitations] on the Effectiveness of [removed: Controls][added: Controls]

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ Page [removed: 115] [added: 113] | [added: |  |]

[added: 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]

| | | |

Part II ♦ Item 9 – Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

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

Part II ♦ Item 9A – Controls and Procedures

| Form 10-K ♦ Page [removed: 116] [added: 114] | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

| | | |

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: 2021] [added: 2022] (the [removed: “2022] [added: “2023] 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 [removed: “Delinquent Section] [added: “Section] 16(a) Reports” in the [removed: 2022] [added: 2023] Proxy Statement.

The information required in response to this Item 11 is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” [added: “Pay Versus Performance,”] “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

| Form 10-K ♦ 115 | |  |

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

[removed: (a)] [added: (a)] (1) List of financial statements filed as part of this Form [removed: 10-K][added: 10-K]

[removed: (2)] [added: (2)] List of financial statement schedules filed as part of this Form [removed: 10-K][added: 10-K]

[removed: (3) Exhibits][added: (3) Exhibits]

[removed: (b)] [added: (b)] Index of [removed: Exhibits][added: Exhibits]

| [removed: Exhibit No.] [added: Exhibit No.] | |

| [removed: 3.01] [added: 3.01] | [removed: [\--Restated] [added: [Restated] Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 24, 2017) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm)] |

| [removed: 3.02] [added: 3.02] | [removed: [\--Restated] [added: [Restated] Bylaws of the Company (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: February 22, 2018)] [added: November 14, 2022)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718000241/ex3-2.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095017022025069/mlm-ex3_1.htm)] |

| [removed: 4.01] [added: 4.01] | [removed: \--Specimen] [added: Specimen] Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. registration statement on Form S-1, filed on December 8, 1993 (SEC Registration No. 33-72648) (P) |

| [removed: 4.02] [added: 4.02] | [removed: [\--Article] [added: [Article] 5 of the Company’s Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 24, 2017) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm)] |

| [removed: 4.03] [added: 4.03] | [removed: [\--Article] [added: [Article] 1 of the Company’s Restated Bylaws, as amended (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: February 22, 2018)] [added: November 14, 2022)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718000241/ex3-2.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095017022025069/mlm-ex3_1.htm)] |

| [removed: 4.04] [added: 4.04] | [removed: \--Indenture] [added: Indenture] dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) (P) |

| [removed: 4.05] [added: 4.05] | [removed: \--Form] [added: Form] of Martin Marietta Materials, Inc. 7% Debenture due 2025 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) (P) |

| [removed: 4.06] [added: 4.06] | [removed: [\--Indenture] [added: [Indenture] dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Truist Bank (as successor by merger to SunTrust Bank and formerly known as Branch Banking and Trust [removed: Company, Inc.), as trustee (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: Company,](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] |

| Form 10-K ♦ 118 | [removed: ] | [removed: SOAR to a Sustainable Future] [added: ] |

| [removed: 4.07] [added: 4.07] | [removed: [\--Second] [added: [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/g07010exv4w3.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w3.htm)] |

| [removed: 4.08] [added: 4.08] | [removed: [\--Purchase] [added: [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 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/916076/000095015714000679/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] |

| [removed: 4.09] [added: 4.09] | [removed: [\--Indenture,] [added: [Indenture,] dated as of July 2, 2014, 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 July 2, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] |

| [removed: 4.10] [added: 4.10] | [removed: [\--Form] [added: [Form] of 4.250% Senior Notes due 2024 (included in Exhibit [removed: 4.09)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 4.09)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] |

| [removed: 4.11] [added: 4.11] | [removed: [\--Indenture,] [added: [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/916076/000119312517178064/d401743dex41.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm)] |

| [removed: 4.12] [added: 4.12] | [removed: [\--First] [added: [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. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] |

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

| [removed: 4.14] [added: 4.14] | [removed: [\--Second] [added: [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/916076/000119312517374738/d499713dex42.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |

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

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

| [removed: 4.17] [added: 4.17] | [removed: [\--Third] [added: [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. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] |

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

| [removed: 4.19] [added: 4.19] | [removed: [\--Fourth] [added: [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. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] |

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

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

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

| [removed: 4.23] [added: 4.23] | [removed: [\--Description] [added: [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. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-ex417_265.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-ex417_265.htm)] |

| [removed: SOAR to a Sustainable Future |  |] Form 10-K ♦ 119 | [added: |  |]

| [removed: 10.01] [added: 10.01] | [removed: [\--$800,000,000] [added: [$800,000,000] Credit Agreement dated as of December 21, 2021 among Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and Deutsche Bank AG New York Branch, PNC Bank, National Association, Truist Bank, and 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 27, 2021) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015721001282/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721001282/ex10-1.htm)] |

| [removed: 10.02] [added: 10.03] | [removed: [\-- Credit] [added: [Credit] and Security Agreement dated as of April 19, 2013, 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 10.01 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/916076/000119312513169367/d524115dex1001.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm)] |

| [removed: 10.03] [added: 10.04] | [removed: [\--Commitment] [added: [Commitment] Letter dated as of June 20, 2014 to the Credit and Security Agreement, dated as of April 19, 2013 (as last amended 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 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on June 25, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm)] |

| [removed: 10.04] [added: 10.05] | [removed: [\--Second] [added: [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 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm)] |

| [removed: 10.05] [added: 10.06] | [removed: [\--Fifth] [added: [Fifth] Amendment to Credit and Security Agreement, dated as of September 30, 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 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on October 3, 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514363178/d799882dex1001.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514363178/d799882dex1001.htm)] |

| [removed: 10.06] [added: 10.07] | [removed: [\--Seventh] [added: [Seventh] Amendment to Credit and Security Agreement, dated as of September 28, 2016, 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 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 30, 2016) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] |

| [removed: 10.07] [added: 10.08] | [removed: [\--Ninth] [added: [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/916076/000095015718000431/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm)] |

| [removed: 10.08] [added: 10.09] | [removed: [\--Tenth] [added: [Tenth] Amendment to Credit and Security Agreement, dated as of September 28, 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 September 25, 2018) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm)] |

| | |

| | |

| Exhibit No. | |

| | [Inc.), as trustee (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm) |

| | |

| Exhibit No. | |

| 10.02 | [Loan Modification No. 1 and Extension Agreement dated as of December 22, 2022, among Martin Marietta Materials, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 22, 2022) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015722001348/ex10-1.htm) |

| 10.10 | [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](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm) |

| | |

| Exhibit No. | |

| | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm) |

| | | |

| | |

| Exhibit No. | |