Martin Marietta Materials (MLM) 10-K risk factor changes: FY2023 vs FY2022

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Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with [removed: 2022] [added: 2023] total revenues of [removed: $6.16] [added: $6.78] billion and [removed: 2022] [added: 2023] net earnings from continuing operations attributable to Martin Marietta of [removed: $856.3 million.][added: $1.20 billion.]

These results were achieved in part by supplying aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 350] [added: 360] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

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

The West Group is comprised of the Southwest and West divisions and provides aggregates, cement, [removed: downstream products] [added: ready mixed concrete, asphalt] and paving services.

[removed: Further, the] [added: The] following [removed: five] [added: ten] states accounted for [removed: 64%] [added: 82%] of the Building Materials business [removed: 2022] [added: 2023] total revenues: Texas, [removed: Colorado,] North Carolina, [removed: Minnesota] [added: Colorado, California, Georgia, Minnesota, Arizona, Iowa, Florida] and [removed: California.][added: Indiana.]

| Form 10-K ♦ Page [removed: 35] [added: 36] | | [removed: ] [added: ] |

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

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

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, [added: earnings/loss from nonconsolidated equity affiliates and certain other adjustments as specified below,] or [added: Adjusted] 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.

Notably, [removed: in] [added: since] 2022, the Company divested its Colorado and Central Texas ready mixed concrete businesses and certain West Coast cement and ready mixed concrete [added: operations and, as of February 9, 2024, completed the divestiture of its South Texas cement and related ready mixed concrete] operations, refining its product mix and improving [added: its] margin profile, while providing balance sheet flexibility.

[removed: In fact, aggregates product] [added: Aggregates] gross profit represented [removed: 69%] [added: 68%] of [removed: 2022] [added: 2023] total consolidated [removed: products and services] gross profit.

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

| Form 10-K ♦ Page [removed: 36] [added: 37] | | [removed: ] [added: ] |

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

| Form 10-K ♦ Page [removed: 37] [added: 38] | | [removed: ] [added: ] |

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[removed: With respect to business and employment diversity, the] [added: The] Company focuses its geographic footprint along significant transportation and commerce corridors, particularly where [added: both] land is readily available [added: and land use entitlement is likely achievable] for the development of fulfillment and/or data centers.

Navigating effectively through construction cycles to balance investment decisions against expected [removed: shipment volumes][added: product demand]

Allocating capital in a [added: prudent] manner consistent with the following long-standing priorities while maintaining financial flexibility

| Form 10-K ♦ Page [removed: 38] [added: 39] | | [removed: ] [added: ] |

[removed: 2022] [added: 2023] Performance Highlights

Record company-wide Lost-Time Incident Rate (LTIR) of [removed: 0.15,] [added: 0.13,] the [removed: sixth] [added: seventh] consecutive year of world-class or better LTIR thresholds

[removed: Record company-wide] [added: Company-wide] Total Injury Incident Rate (TIIR) of 0.78, the [removed: second] [added: third] consecutive year of world-class or better TIIR thresholds

The Company’s commitment to safety and operational and commercial excellence resulted in the following financial performance from continuing operations (comparisons with [removed: 2021):][added: 2022):]

Record consolidated total revenues of [removed: $6.16] [added: $6.78] billion compared with [removed: $5.41] [added: $6.16] billion, an increase of [removed: 13.8%][added: 10.0%]

Consolidated selling, general and administrative (SG&A) expenses representing [removed: 6.4%] [added: 6.5%] of total revenues

Net earnings from continuing operations attributable to Martin Marietta of [removed: $856.3 million] [added: $1.20 billion] compared with [removed: $702.0] [added: $856.3] million, an increase of [removed: 22.0%][added: 40.1%]

Record consolidated Adjusted EBITDA from continuing operations of [removed: $1.60] [added: $2.13] billion, an increase of [removed: 4.7%][added: 33.0%]

Optimized portfolio with divestitures of the Company's [removed: Colorado and Central Texas ready mixed concrete businesses and certain West Coast] [added: California] cement [removed: and ready mixed concrete] operations

Capital investments into operations of [removed: $481.8] [added: $650.3] million

Quarterly dividend increase of [removed: 8%] [added: 12%] in August [removed: 2022,] [added: 2023,] resulting in total annual dividends paid of [removed: $159.1] [added: $174.0] million, or [removed: $2.54] [added: $2.80] per share

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

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

| Form 10-K ♦ Page [removed: 39] [added: 40] | | [removed: ] [added: ] |

The Company’s aggregates reserves average approximately 75 years at the [removed: 2022] [added: 2023] annual production level.

[removed: The Company has a strategic and leading cement position in the state] [added: As] of [removed: Texas, with] [added: December 31, 2023, the Company had] production facilities in Midlothian, Texas, south of Dallas/Fort Worth, and [removed: Hunter,] [added: New Braunfels,] Texas, centrally located along I-35 between San Antonio and Austin.

[removed: These] [added: The] two [added: production] facilities produce Portland limestone and specialty cements, [removed: have a combined] [added: with an] annual capacity [added: at December 31, 2023] of approximately 4.5 million tons and collectively operated at approximately [removed: 77%] [added: 71%] utilization for clinker production in [removed: 2022;] [added: 2023;] clinker is the initial product of cement production.

As of December 31, 2023, the Company's South Texas cement business and 20 ready mixed concrete operations that serve the Austin and San Antonio region are classified as assets held for sale.

The Company divested these operations on February 9, 2024.

On February 11, 2024, the Company entered into a definitive agreement to acquire 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash.

The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the dynamic southeast region by allowing the Company to expand into new growth platforms in target markets including Nashville and Miami.

The transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

In total, these divestitures provided pretax cash proceeds of $3.1 billion.

Additionally, strategic cement operations are geared toward markets in which supply cannot be meaningfully interdicted by water.

The Company achieved record revenues, gross profit, diluted earnings per share and Adjusted EBITDA (defined in the *Results of Operations* section), reflecting the efficacy of its value-over-volume commercial strategy and continued focus on operational excellence and despite lower shipments due to the effects of restrictive monetary policies and a housing slowdown.

Further, 2023 marked the twelfth consecutive year of growth for Adjusted EBITDA.

Record consolidated gross profit of $2.02 billion compared with $1.42 billion, an increase of 42.1%

Operating cash flow of $1.53 billion, an increase of 54.2%

On February 9, 2024, the Company closed the sale of the Hunter cement business in South Texas, related distribution terminals and the Austin and San Antonio ready mix concrete business to CRH Americas Materials.

This divestiture optimizes the Company's portfolio and product mix and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions.

The Tehachapi plant was sold on October 31, 2023.

The public infrastructure market accounted for 36% of the Company’s aggregates shipments in 2023.

While light nonresidential demand remained resilient through 2023 despite higher interest rates, high office vacancy rates and tighter commercial lending conditions, the Company expects 2024 demand in this segment to moderate, as it generally follows single-family residential development with a lag.

As interest rates stabilize and affordability headwinds recede, the Company expects single-family residential construction to recover as demand still far exceeds supply, particularly in the Company's key markets.

The increase in outage costs in 2023 compared with 2022 is primarily attributable to first-time work on a clinker cooler and partial shell replacements in two kilns.

Additionally, extreme heat during summer months can impact construction activities, as outdoor work may be limited to protect the health and safety of construction workers.

Domestic steel production averaged 74% of capacity in 2023 and 75% in 2022.

Management expects future organic profit growth to result from increased pricing, commercialization of new products, entry into new markets and optimization of overall product mix.

Los Angeles-San Bernardino Counties, California; Los Angeles – South Coast Basin, California; Phoenix/Mesa, Arizona; San Diego County, California; San Francisco Bay Area, California; San Joaquin Valley, California; and Sacramento County, California.

In 2023, the Company achieved record revenues, gross profit, diluted earnings per share and Adjusted EBITDA, extending its track record of profitability growth to twelve consecutive years.

| Aggregates | | $ | 2,592.5 | | | $ | 2,294.3 | | |

| Asphalt | | | 198.9 | | | | 194.2 | | |

| Aggregates | | | 1,709.1 | | | | 1,584.7 | | |

| Cement | | | 725.5 | | | | 620.0 | | |

| | | 2023 | | | | | | | 2022 | | | | | | |

| Aggregates | | $ | 1,378.1 | | | 32.0 | % | | $ | 983.8 | | | 25.4 | % | |

| Cement | | | 333.6 | | | 46.0 | % | | | 202.7 | | | 32.7 | % | |

| Ready mixed concrete | | | 102.0 | | | 10.1 | % | | | 70.7 | | | 7.4 | % | |

| Asphalt and paving services | | | 109.0 | | | 12.3 | % | | | 81.0 | | | 10.3 | % | |

Aggregates gross margin increased 660 basis points, as a result of pricing growth and lower diesel expense, offsetting lower shipments and higher production costs.

The increase in gross profit in Magnesia Specialties was driven by pricing gains in both the lime and chemical product lines, coupled with lower energy costs, which more than offset higher repair costs.

Building Materials. Shipment data and volume variances by product line for the Building Materials business are as follows:

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Average selling price and pricing variances by product line for the Building Materials business are as follows:

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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.

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

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

The Company achieved record total revenues, products and services revenues, consolidated gross profit and Adjusted EBITDA (defined in *Results of Operations* section), benefiting from double-digit pricing growth across all product lines of the Building Materials business and contributions from acquired operations, which more than offset increased inflationary pressure from rising input costs and divestiture impacts on an absolute basis.

Further, 2022 represented the eleventh consecutive year of annual growth for products and services revenues, adjusted gross profit and Adjusted EBITDA.

Record consolidated gross profit of $1.42 billion compared with $1.35 billion, an increase of 5.6%; 2021 consolidated gross profit was burdened by $30.6 million of costs related to the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting

Operating cash flow of $991.2 million, a decrease of 12.9%

The Tehachapi plant and related distribution terminals were classified as assets held for sale and discontinued operations as of and for the years ended December 31, 2022 and 2021.

In August 2022, the Company announced a definitive agreement to sell the Tehachapi plant and related distribution terminals, subject to regulatory approval and customary closing conditions.

The California ready mixed concrete operations were classified as assets held for sale and discontinued operations as of and for the years ended December 31, 2022 and 2021.

buildings; large retailers and wholesalers; healthcare; hospitality; and energy-related activity); and residential construction (i.e., subdivision development; and single- and multi-family housing).

The public infrastructure market accounted for 35% of the Company’s aggregates shipments in 2022, a 5% volume increase from 2021 as a result of solid demand spurred by accelerating federal and state level investment.

The Dodge Momentum Index, a twelve-month leading indicator of construction spending for nonresidential building compiled by Dodge Construction Network, was 222.2 in December 2022, where the year 2000 serves as an index basis of 100.

This represented an increase of 40% from December 2021, further suggesting positive momentum in the nonresidential construction sector at the onset of 2023.

Despite overall underbuilt conditions, several of the Company's markets experienced a slowdown in single-family demand due to affordability concerns, increased interest rates and logistical challenges.

Agricultural lime, a high-calcium

Further, workforce reductions resulting from process automation and mobile fleet right-sizing, primarily in the aggregates operations, have mitigated rising labor costs.

The increase in outage costs in 2022 compared with 2021 is primarily attributable to the timing of planned and unplanned kiln outages.

The Company’s waterborne contracts of affreightment have varying expiration dates ranging from 2023 to 2027 and generally contain renewal options.

The multiple transportation modes that have been developed with various rail carriers and deep-water ships provide the Company with the flexibility to effectively serve customers primarily in the Southwest and Southeast coastal markets.

As such, temperatures in the months of March and November can meaningfully affect

Domestic steel production averaged 81% of capacity in 2021, but declined in 2022, averaging 75%.

The

Financial results can be affected by foreign currency exchange rates, increasing transportation costs or weak economic conditions in foreign markets.

Management expects future organic profitability growth to result from increased pricing, rationalization of the current product portfolio and/or further cost reductions.

In 2022, the Company achieved its eleventh consecutive year of growth for consolidated products and services revenues, gross profit and Adjusted EBITDA.

| Product and services revenues | | $ | 5,730.5 | | | | | | | $ | 5,084.7 | | | | | |

| Freight revenues | | | 430.2 | | | | | | | | 329.3 | | | | | |

| Cost of revenues - products and services | | | 4,304.6 | | | | | | | | 3,735.7 | | | | | |

| Cost of revenues - freight | | | 432.8 | | | | | | | | 329.9 | | | | | |

However, the Company’s management believes that Adjusted EBITDA may provide additional information with respect to the Company’s performance.

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| Impact of selling acquired inventory after markup to fair value as part of acquisition accounting | | | –– | | | | 30.6 | | |

| East Group - Aggregates: | | | | | | | | | |

| West Group - Aggregates: | | | | | | | | | |

| Reported average selling price | | $ | 16.68 | | | $ | 15.08 | | |

| Adjustment for impact of product, geographic and other mix | | | (0.09 | ) | | | | | |

Demand in the [removed: residential and] nonresidential [added: and residential] construction markets, which combined accounted for [removed: 60%] [added: 59%] of the Company's [removed: 2022] [added: 2023] aggregates shipments, is affected by interest rates.

During [removed: 2022,] [added: 2023,] the Federal Reserve raised the target federal funds rate [removed: 425] [added: 100] basis points.

At December 31, [removed: 2022,] [added: 2023,] the Company had an $800.0 million Revolving Facility and a $400.0 million Trade Receivable Facility.

As of December 31, [removed: 2022,] [added: 2023,] the Company did not have any outstanding variable-rate debt.

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

A hypothetical 10% change in the Company’s energy prices in [removed: 2023] [added: 2024] as compared with [removed: 2022,] [added: 2023,] assuming constant volumes, would change [removed: 2023] [added: 2024] energy expense by [removed: $50.0] [added: $40.5] million.

[removed: A] [added: Using full-year 2023 cement revenues of $725.5 million as a baseline, a] hypothetical 10% change in [removed: sales] [added: average selling] price of the cement product line would impact [added: full-year] cement product line revenues by [removed: $60.2] [added: $72.6] million.

| Form 10-K ♦ Page [removed: 68] [added: 66] | | [removed: ] [added: ] |

A hypothetical 10% change in cement costs in [removed: 2023] [added: 2024] compared with [removed: 2022,] [added: 2023,] assuming constant volumes, would change the ready mixed concrete product line cost of sales by [removed: $26.2] [added: $29.2] million.

While increases in cement pricing may negatively impact the profitability of the [added: Company's] 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 mixed concrete business.

| Form 10-K ♦ Page [removed: 69] [added: 67] | | [removed: ] [added: ] |

The Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 350] [added: 360] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

In [removed: 2022,] [added: 2023,] aggregates [removed: product] gross profit accounted for [removed: 69%] [added: 68%] of the Company’s consolidated total [removed: products and services] gross profit.

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

| Form 10-K ♦ Page 1 | | [removed: ] [added: ] |

The ten largest revenue-generating states [added: (Texas, North Carolina, Colorado, California, Georgia, Minnesota, Arizona, Iowa, Florida and Indiana)] accounted for [removed: 83%] [added: 82%] of the Building Materials [removed: business'] [added: business’] total revenues in [removed: 2022: Texas, Colorado, North Carolina, Minnesota, California, Georgia, Arizona, Iowa, Florida and Indiana.][added: 2023.]

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

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

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

The Building Materials business markets its products primarily to the construction industry, with [removed: 35%] [added: 36%] of its [removed: 2022] [added: 2023] aggregates shipments sold to contractors in connection with highway and other public infrastructure projects and the balance of its shipments sold primarily to contractors for nonresidential and residential construction projects.

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 time and may be affected by a decline in economic conditions, such as recession, economic [removed: downtown] [added: downturn] or inflationary conditions in the future.

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

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

| Form 10-K ♦ Page 2 | | [removed: ] [added: ] |

At December 31, [removed: 2022,] [added: 2023,] the Company’s aggregates distribution facilities consisted of [removed: 78 terminals.][added: 76 yards.]

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

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

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

The Company’s aggregates reserves average approximately 75 years, based on the [removed: 2022] [added: 2023] annual production level.

However, certain locations may be subject to [removed: more] limited reserves and may not be able to expand.

[removed: The] [added: At December 31, 2023, the] Company [removed: has a strategic and leading cement position in Texas, with] [added: had] production facilities in Midlothian, Texas, south of Dallas/Fort Worth, and [removed: Hunter,] [added: New Braunfels,] Texas, north of San Antonio.

These plants, which produce Portland and specialty cements, operated at [removed: 77%] [added: 71%] utilization in [removed: 2022.][added: 2023.]

Clinker is the initial product in cement production, and the two Texas production facilities [removed: have] [added: had] a combined annual clinker capacity of 4.5 million [removed: tons.][added: tons in 2023.]

The Midlothian plant permit allows the Company to expand [removed: annual] production by up to 0.8 million additional 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 [added: annual incremental cement capacity.]

| Form 10-K ♦ Page 3 | | [removed: ] [added: ] |

Further, the Company [removed: is nearing completion of converting] [added: has converted] 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 Company [removed: owns] [added: in 2023 owned] more than 600 million tons of limestone reserves adjacent to its Texas cement production plants on Company-owned property.

[added: The cement grade limestone reserves at the Hunter production facility in New Braunfels, Texas, were included with the February 2024 divestiture to CRH Americas Materials, Inc.] Management believes that its reserves of limestone are sufficient to permit production at its cement plants at the current operational levels for the foreseeable future.

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

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

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

As of December 31, [removed: 2022,] [added: 2023,] the Company [removed: operates 94 ready mix] [added: operated 38 asphalt] plants in Arizona, [removed: California] [added: California, Colorado] and [removed: Texas.][added: Minnesota.]

[removed: The California ready mixed concrete] [added: These] operations are [added: reported in the West Group and] classified as assets held for sale as of December 31, [removed: 2022 and reported as discontinued operations for the years ended December 31, 2022 and 2021.][added: 2023.]

In [removed: 2022, 72%] [added: 2023, 66%] of Magnesia Specialties’ total revenues were attributable to chemical products, [removed: 27%] [added: 33%] to lime, and 1% to stone sold as construction materials.

In [removed: 2022, 74%] [added: 2023, 78%] of the lime shipments in the Magnesia Specialties business was sold to third-party customers, while the remaining [removed: 26%] [added: 22%] was used internally as a raw material in making the business’ chemical products.

In [removed: 2022, 31%] [added: 2023, 38%] of the Magnesia Specialties’ total revenues were attributable to products used in the steel industry, primarily dolomitic lime.

| Form 10-K ♦ Page 4 | | [removed: ] [added: ] |

[added: The dolomitic lime business runs] most profitably at 70% or greater domestic steel capacity utilization.

According to the Federal Reserve, domestic steel capacity utilization averaged [removed: 75%] [added: 74%] of capacity in [removed: 2022] [added: 2023] versus [removed: 81%] [added: 75%] of capacity in [removed: 2021.][added: 2022.]

To help mitigate this risk, the Magnesia Specialties business has fixed-price agreements for approximately [removed: 39%] [added: 81%] of its [removed: 2023 coal] [added: 2024 coal, petroleum coke] and natural gas needs.

On May 3, 2023, the Company divested its Stockton cement import terminal in California.

On October 31, 2023, the Company divested the Tehachapi, California cement plant for $315.0 million in cash.

In connection with the Tehachapi cement plant transaction, the Company recorded a $26.3 million pretax loss on divestiture in discontinued operations.

Since October 1, 2021 and through their respective divestiture dates, the aforementioned California operations were classified as assets held for sale and reported as discontinued operations.

As of December 31, 2023, the Company has largely concluded the planned asset sales from the 2021 Lehigh Hanson, Inc. West Region business (Lehigh West Region) acquisition.

On January 16, 2024, the Company completed the acquisition of Albert Frei & Sons, Inc., a leading aggregates producer in Colorado, securing more than 60 years (at 2023 production levels) of high-quality, hard rock reserves.

This transaction enhances the Company's aggregates platform in the high-growth Denver metropolitan area.

On February 9, 2024, the Company closed the sale of its South Texas cement business and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash.

Specifically, the divested facilities included the Hunter cement plant in New Braunfels, Texas, related cement distribution terminals and 20 ready mixed concrete plants serving the Austin and San Antonio region.

This divestiture optimizes the Company's portfolio and product mix and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions.

On February 11, 2024, the Company entered into a definitive agreement to acquire 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash.

The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the dynamic southeast region by allowing the Company to expand into new growth platforms in target markets including Nashville and Miami.

The transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

In 2023, aggregates shipments decreased 4.3%, largely reflective of the Company's value-over-volume strategy and moderating demand resulting from the affordability-driven residential slowdown and a softening in warehouse and data center construction demand.

On February 9, 2024, the Company closed the sale of it South Texas cement business and related cement distribution terminals.

This divestiture optimizes the Company's portfolio and product mix and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions.

Energy accounted for 18% of the cement total cost of revenues, excluding inventory change, in 2023.

As of December 31, 2023, the Company operated 82 ready mixed concrete plants in Arizona and Texas, of which 20 plants located in the Austin and San Antonio region are classified as assets held for sale.

These 20 plants were subsequently divested on February 9, 2024.

Management expects future organic profit growth to result from increased pricing, commercialization of new products, entry into new or adjacent markets and optimization of overall product mix.

Knife River Corporation

For additional information regarding compliance with legal

Transition Risks

The Company's sustainability risk management framework is designed to identify various transition risks, including policy and legal risks, technology risks, market risks and reputation risks, associated with climate change and transitions to a lower-carbon economy.

In addition, the USEPA and the U.S. Supreme Court have taken different positions with respect to the USEPA's authority to make rules in these and other areas which could create uncertainty regarding regulatory compliance on these matters in the future.

In October 2023, California adopted its California Climate Accountability Package which includes annual reporting of Scope 1, Scope 2 and Scope 3 emissions on a phased-in implementation schedule, climate-related risk reporting for certain companies and heightened disclosure standards around net zero emissions claims, carbon-neutral claims or significant GHG emissions reduction claims and the purchase or use of voluntary carbon offsets used to achieve those claims.

These rules have been challenged and may be challenged in the future by various groups and the future resolution of such challenges are unknown at this time.

In addition, certain other states are enacting laws and regulations that seek to eliminate the consideration of climate-related matters in state pension fund investment decisions and other company programs.

These and other state climate-related or anti-climate, social and governance regulations may result in significantly higher compliance costs and risks.

For example,

With the acceptance of Portland Limestone Cement (PLC) by the Texas Department of Transportation, in 2022, the Company embarked on a rollout of PLC cement, and by the end of 2022, the Company had converted 90% of its Type I/II customers in Texas to the PLC product.

PLC cement may reduce the GHG footprint of the Company's cement product line up to 10%.

*Technology Risks* Consideration of the impact of technology is integrated into the Company’s risk management process.

The road to Net Zero for the Company and others in its industry requires operational changes, investments in sustainable energy, and in some cases, technology that is not yet available.

The Company continues to monitor various pilot projects being conducted relating to the development of carbon capture technology; however, no technologies or methods of operation for reducing or capturing GHGs from cement manufacture have yet been proven successful in a full production environment, other than improvements in fuel efficiency.

While awaiting further development of carbon capture technology, the Company has invested heavily and continues to look for opportunities to invest in its sustainability practices.

*Market Risks* The nature of the Company’s competition varies among its products due to the differing amounts of capital necessary to build and maintain production facilities and can be influenced by climate-related risks and opportunities particularly with respect to the Company’s small-but-strategic heritage cement business.

Most domestic cement producers are owned by large non-U.S. companies operating in multiple international markets that report their results (including sustainability and climate-related metrics) on a world-wide consolidated basis.

The Company is subject to U.S. environmental regulations and there are critical regulatory differences between the U.S. and the European Union and differing calculation methodologies for carbon intensity calculations, blending and fuel choice that result in meaningful differences in the makeup of corresponding end-products and reported emissions metrics.

Those differences, in turn, make like-for-like comparisons of the emissions performance with the performance of the Company's heritage cement business challenging.

On April 30, 2021, the Company 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 complemented the Company’s existing product offerings in the surrounding areas.

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

Tiller is reported in the Company’s East Group.

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

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

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

SCC is reported in the Company’s West Group.

On October 1, 2021, the Company acquired the Lehigh Hanson West Region business (Lehigh West Region) for $2.26 billion in cash.

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

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

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

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

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.

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 PART I, ITEM 1 OF THE COMPANY’S [FORM 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/916076/000156459020005784/mlm-10k_20191231.htm) FOR THE YEAR ENDED DECEMBER 31, 2019, WHICH INFORMATION IS INCORPORATED BY REFERENCE.

The five largest revenue-generating states (Texas, Colorado, North Carolina, Minnesota and California) accounted for 64% of the Building Materials business’ total revenues in 2022.

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.

annual incremental capacity.

In 2021, as part of the Lehigh West Region acquisition, the Company acquired a cement plant in each of Redding, California and Tehachapi, California, and several cement distribution terminals.

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.

Energy accounted for approximately 28% of the cement total production cost profile in 2022.

As of December 31, 2022, the Company operates 38 asphalt plants in Arizona, California, Colorado and Minnesota.

The dolomitic lime business runs

Management expects future organic profit growth to result from increased pricing, efficiency enhancements, rationalization of the current product portfolio and/or further cost reductions.

MDU Resources Group, Inc.

The water spray bar also

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

The manufacturing operations of the

In 2010, the USEPA also issued a GHG emissions permitting rule, referred to as the Tailoring Rule, which may require some industrial facilities to obtain permits for GHG emissions under the U.S. Clean Air Act’s Prevention of Significant Deterioration (PSD) and Title V operating permit programs.

The U.S. Supreme Court ruled in June 2014 that the USEPA exceeded its statutory authority in issuing the Tailoring Rule but upheld the Best Available Control Technology (BACT) requirements for GHGs emitted by sources already subject to PSD or Title V permitting requirements for other pollutants.

It is currently unclear whether or how the USEPA may revise BACT requirements in the future.

From time to 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 [removed: emissions,] [added: emissions] and water discharges).

The Company was not required to pay any penalties in [removed: 2022] [added: 2023] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] 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: $16,524,714,169] [added: $25,108,651,455] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 17, 2023] [added: 20, 2024] |

| Common Stock, $.01 par value per share | | [removed: 62,103,551] [added: 61,822,465] shares |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 11, 2023] [added: 16, 2024] (Proxy Statement) | | Part III |

| ITEM 1A. | [RISK FACTORS](#item_1a_risk_factors) | [removed: 13] [added: 14] |

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#item_1b_unresolved_staff_comments) | [removed: 26] [added: 27] |

| ITEM 2. | [PROPERTIES](#item_2_properties) | [removed: 27] [added: 29] |

| ITEM 3. | [LEGAL PROCEEDINGS](#item_3_legal_proceedings) | [removed: 31] [added: 33] |

| ITEM 4. | [MINE SAFETY DISCLOSURES](#item_4_mine_safety_disclosures) | [removed: 31] [added: 33] |

| [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#information_about_our_executive_ficers) | | [removed: 31] [added: 33] |

| [PART II](#part_ii) | | [removed: 32] [added: 34] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#item_5_market_for_registrants_common_equ) | [removed: 32] [added: 34] |

| ITEM 6. | [RESERVED](#item_6_reserved) | [removed: 34] [added: 35] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#item_7_managements_discussion_analysis_f) | [removed: 35] [added: 36] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#item_7a_quantitative_qualitative_disclos) | [removed: 68] [added: 66] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#item_8_financial_statements_supplementar) | [removed: 70] [added: 68] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#item_9_changes_in_disagreements_with_acc) | [removed: 113] [added: 111] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#item_9a_controls_procedures) | [removed: 113] [added: 111] |

| ITEM 9B. | [OTHER INFORMATION](#item_9b_or_information) | [removed: 114] [added: 112] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#item_9c_foreign_jurisdictions) | [removed: 114] [added: 112] |

| [PART III](#part_iii) | | [removed: 115] [added: 113] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#item_10_directors_executive_ficers_corpo) | [removed: 115] [added: 113] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#item_11_executive_compensation) | [removed: 115] [added: 113] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#item_12_security_ownership_of_certain_be) | [removed: 115] [added: 113] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#item_13_certain_relationships_related_tr) | [removed: 115] [added: 113] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#item_14_principal_accountant_fees_servic) | [removed: 115] [added: 113] |

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#item_15_exhibits_financial_statement_sch) | [removed: 116] [added: 114] |

| ITEM 16. | [FORM 10-K SUMMARY](#item_16_form_10k_summary) | [removed: 122] [added: 120] |

| ITEM 1C. | [CYBERSECURITY](#item_1c_cybersecurity) | 28 |

| [PART IV](#part_iv) | | 114 |

| | | |

| [SIGNATURES](#signatures) | | 121 |

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

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

| Form 10-K ♦ Page [removed: 26] [added: 27] | | [removed: ] [added: ] |

Part I ♦ Item [removed: 2] [added: 1C] – [removed: Properties][added: Cybersecurity]

Risk Management and Strategy

Martin Marietta prioritizes the management of cybersecurity risk and the protection of information across the enterprise by embedding data protection and cybersecurity risk management in its operations.

The Company’s processes for assessing, identifying and managing material risks from cybersecurity threats have been integrated into the Company’s overall risk management system and processes.

As a foundation of this approach, the Company has implemented a layered governance structure to help assess, identify and manage cybersecurity risks.

Martin Marietta’s cybersecurity policies encompass incident response procedures and information security.

In order to help develop these policies and procedures, the Company monitors the privacy and cybersecurity laws, regulations and guidance applicable to, as well as proposed privacy and cybersecurity laws, regulations, guidance and emerging risks.

The Company partners with leading cybersecurity companies and organizations, leveraging third-party technology and expertise, to monitor and test the performance and effectiveness of its cybersecurity controls and defenses.

As described in [Item 1A “Risk Factors”](#item_1a_risk_factors) of this Form 10-K, the Company faces risks from cybersecurity threats that could have material adverse effect on its business including its business strategy, results of operations or financial condition.

While the Company has experienced attacks on the security of its information technology systems to date, management is not aware that the Company has experienced a material cybersecurity incident during the 2023 fiscal year.

Governance

As part of its overall risk management approach, the Company prioritizes the identification and management of cybersecurity risk at several levels, including Board oversight, day-to-day executive risk management and employee training.

The Audit Committee, comprised of independent directors from the Board, oversees the Board’s responsibilities relating to the operational (including information technology risks, business continuity and data security) risk affairs of the Company.

The Audit Committee is informed of such risks through quarterly reports from the Senior Vice President, Chief Information Officer (CIO), who oversees the implementation and compliance of information security standards and mitigation of cybersecurity related risks, assesses and manages the cyber risk management program, informs senior management regarding the prevention, detection, mitigation and remediation of cybersecurity incidents with the support of the cybersecurity incident management team and supervises such efforts.

The Company’s cybersecurity incident management team has decades of experience selecting, deploying and operating cybersecurity technologies, initiatives and processes as well as managing enterprise risk.

The Incident Response Leadership Committee, which includes senior executives across the Company, is alerted as appropriate to cybersecurity incidents.

The CIO communicates to the Audit Committee regarding the activities of the Incident Response Leadership Committee.

The Company also holds annual employee trainings on cybersecurity, conducts phishing tests and generally seeks to promote awareness of cybersecurity risk through communication and education of its employees.

| | | |

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

| Form 10-K ♦ Page 28 | |  |

Part I ♦ Item 2 – Properties

As of December 31, [removed: 2022,] [added: 2023,] the Company processed or shipped aggregates from [removed: 344] [added: 357] quarries, mines and distribution [removed: terminals] [added: yards] in 28 states, Canada and The Bahamas.

The Company’s aggregates reserves, on average, represent approximately 75 years at the [removed: 2022] [added: 2023] annual production level.

As of December 31, [removed: 2022,] [added: 2023,] the Company operated [removed: 78] [added: 76] aggregates distribution [removed: terminals.][added: yards.]

In total, aggregates locations (quarries, mines and distribution [removed: terminals)] [added: yards)] include [removed: 154] [added: 160] located on land owned by the Company free of major encumbrances, [removed: 63] [added: 119] on [added: leased land, 66 on] land owned in part and leased in [removed: part, 114 on leased land,] [added: part] and [removed: 13] [added: 12] on facilities neither owned nor leased where raw materials are removed under an agreement.

In addition, as of December 31, [removed: 2022,] [added: 2023,] the Company processed and shipped ready mixed concrete and asphalt products from [removed: 132] [added: 120] properties in five states, of which [removed: 98] [added: 94] are located on land owned by the Company free of major encumbrances, [removed: 3] [added: 22] are on [added: leased] land [added: and 4 are on land] owned in part and leased in [removed: part, 28 are on leased land and 3 are at facilities neither owned nor leased.][added: part.]

The following map presents the locations of these quarries and underground mines, including the limestone [removed: reserves] [added: location] adjacent to the [removed: California] [added: Hunter] cement plant [added: in New Braunfels, Texas,] that is classified as held for [removed: sale:][added: sale, as of December 31, 2023:]

[removed: ][added: ]

| Form 10-K ♦ Page [removed: 27] [added: 29] | | [removed: ] [added: ] |

The Company has no inferred resources as of December 31, [removed: 2022.][added: 2023.]

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

Set forth in the tables below are the Company’s estimates as of December 31, [removed: 2022] [added: 2023] of proven and probable mineral reserves of aggregates (crushed stone and sand and gravel) and measured, indicated and inferred mineral resources of aggregates (exclusive of proven and probable reserves), shown on a geographic division basis.

The reserve estimates shown were determined to be economically mineable using a reasonable and justifiable price for salable product [removed: as of] [added: based on the average selling price for the year ended] December 31, [removed: 2021] [added: 2022] with respect to each division for each product category of aggregates resources.

| Form 10-K ♦ Page [removed: 28] [added: 30] | | [removed: ] [added: ] |

| Summary Mineral Resources At End of Fiscal Year Ended December 31, [removed: 20221,2] [added: 20231,2] | | | | | | | | | | | | | | | | |

| West Division | | 61,320 | | Crushed Stone | | [removed: 152,137] [added: 7,572] | | Crushed Stone | | [removed: 213,457] [added: 68,892] | | Crushed Stone | | — | | Crushed Stone |

| Total crushed stone | | 205,619 | | | | [removed: 205,451] [added: 60,886] | | | | [removed: 411,070] [added: 266,505] | | | | — | | |

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

| Total sand [removed: and] [added: &] gravel | | 60,941 | | | | 178,581 | | | | 239,522 | | | | — | | |

| Summary Mineral ReservesAt End of Fiscal Year Ended December 31, [removed: 2022] [added: 2023] 1,2 | | | | | | | | | | | | |

| West Division | | [removed: 351,196] [added: 297,904] | | Crushed Stone | | 600,000 | | Crushed Stone | | [removed: 951,196] [added: 897,904] | | Crushed Stone |

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

The tons presented were determined to be economically mineable using the [removed: 2021] [added: 2022] average selling price per ton for that product category in that geographic division.

The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was [removed: $15.65, $14.08, $10.46] [added: $17.22, $15.57, $11.88] and [removed: $11.53,] [added: $14.02,] respectively.

The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was [removed: $10.66, $10.73, $13.28] [added: $11.33, $11.54, $14.08] and [removed: $13.52,] [added: $16.23,] respectively.

The Company's reserves presented in the Southwest Division [removed: and the West Division] include limestone reserves used in the [removed: business of the] cement product line.

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

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Aggregates | | | [removed: 214.5] [added: 208.5] | | | | [removed: 199.6] [added: 214.5] | | | | [removed: 191.2] [added: 199.6] | |

| Cement limestone | | | [removed: 6.6] [added: 6.1] | | | | [removed: 5.4] [added: 6.6] | | | | [removed: 5.1] [added: 5.4] | |

| Magnesia Specialties limestone | | | [removed: 2.9] [added: 3.5] | | | | [removed: 3.0] [added: 2.9] | | | | [removed: 2.8] [added: 3.0] | |

| Total | | | [removed: 224.0] [added: 218.1] | | | | [removed: 208.0] [added: 224.0] | | | | [removed: 199.1] [added: 208.0] | |

As of December 31, [removed: 2022,] [added: 2023,] the Company processed or shipped cement from [removed: 14 properties in two states,] [added: seven properties,] of which [removed: 7] [added: six] are located on land owned by the Company free of major [removed: encumbrances, 1] [added: encumbrances and one] is located on land owned in part and leased in [removed: part and 6 are][added: part.]

| Form 10-K ♦ Page [removed: 29] [added: 31] | | [removed: ] [added: ] |

The Company’s cement operations [removed: have] [added: in 2023 included] production facilities located at [removed: three sites:] [added: two sites in Texas:] Midlothian, Texas, south of Dallas/Fort Worth; [removed: Hunter,] [added: and New Braunfels,] Texas, north of San [removed: Antonio; and Tehachapi, California.][added: Antonio.]

The following table summarizes certain information about the Company’s cement manufacturing facilities at December 31, [removed: 2022:][added: 2023:]

| Plant | | Rated Annual Productive Capacity-Tons of Clinker (in millions) | | [added: | |] Manufacturing Process | | Service Date | | Internally Estimated Reserves—Years | [added: | |]

| Midlothian, TX | | [added: |] 2.4 | | [added: |] Dry | | 2001 | | [added: |] 60 | [added: |]

| Hunter, TX | | [added: |] 2.1 | | [added: |] Dry | | 2013, 1981 | | [added: |] 140 | [added: |]

As of December 31, [removed: 2022,] [added: 2023,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 717] [added: 667] million tons, which are included in the Summary Mineral Reserves table.

As of December 31, [removed: 2022,] [added: 2023,] the Company also operated, directly or through third parties, [removed: 11] [added: 5] cement distribution terminals, of which [removed: six] [added: 3] are classified as assets held for sale.

| East Division | | 4,489,113 | | Crushed Stone | | 3,692,657 | | Crushed Stone | | 8,181,770 | | Crushed Stone |

| Central Division | | 1,577,555 | | Crushed Stone | | 1,215,242 | | Crushed Stone | | 2,792,797 | | Crushed Stone |

| Southwest Division | | 2,212,061 | | Crushed Stone | | 1,697,084 | | Crushed Stone | | 3,909,145 | | Crushed Stone |

| Total crushed stone | | 8,576,633 | | | | 7,204,983 | | | | 15,781,616 | | |

| East Division | | 61,645 | | Sand & Gravel | | 109,419 | | Sand & Gravel | | 171,064 | | Sand & Gravel |

| Central Division | | 214,628 | | Sand & Gravel | | 68,654 | | Sand & Gravel | | 283,282 | | Sand & Gravel |

| Southwest Division | | 53,741 | | Sand & Gravel | | 75,111 | | Sand & Gravel | | 128,852 | | Sand & Gravel |

| West Division | | 175,393 | | Sand & Gravel | | 21,114 | | Sand & Gravel | | 196,507 | | Sand & Gravel |

| Total sand & gravel | | 505,407 | | | | 274,298 | | | | 779,705 | | |

The Hunter cement plant in New Braunfels, Texas, is classified as held for sale as of December 31, 2023.

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

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

| Total | | | 4.5 | | | | | | | | | |

| 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 |

| 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 |

| Southwest Division | | 55,196 | | Sand and Gravel | | 80,557 | | Sand and Gravel | | 135,753 | | 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 | | |

on leased land.

Tehachapi was acquired on October 1, 2021 in connection with the Lehigh Hanson West Region acquisition and is classified as held for sale as of December 31, 2022.

| | | | | | | | | |

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

| Tehachapi, CA | | 0.9 | | Dry | | 2018, 1990, 1908 | | 30 |

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

The Portland Cement Association (PCA) has projected that Texas cement consumption will increase 2.0% in 2023 over 2022.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in [removed: Exhibit 95] [added: [Exhibit 95](https://www.sec.gov/Archives/edgar/data/916076/000095017024019275/mlm-ex95.htm)] to this Form 10-K.

The following sets forth certain information regarding the executive officers of Martin Marietta as of February [removed: 24, 2023:][added: 23, 2024:]

| C. Howard Nye | [removed: 60] [added: 61] | Chairman of the Board; | 2014 | |

| James A. J. Nickolas | [removed: 52] [added: 53] | [removed: Senior] [added: Executive] Vice President, Chief Financial Officer | [removed: 2017] [added: 2023] | Principal Accounting Officer [removed: (2019)] [added: (2019); Senior Vice President, Chief Financial Officer (2017-2023)] |

| Roselyn R. Bar | [removed: 64] [added: 65] | Executive Vice President; | 2015 | |

| Oliver W. Brooks | [removed: 37] [added: 38] | Senior Vice President, Enterprise Excellence | 2022 | Vice President, Strategic Planning for Southwest Division (2020-2022); General Manager, North Texas/Oklahoma District [removed: (2018-2020); General Manager, Denver Metro Ready Mix (2016-2018)] [added: (2018-2020)] |

| Robert J. Cardin | [removed: 59] [added: 60] | Senior Vice President, Controller and Chief Accounting Officer | 2019 | Vice President and Corporate Controller (2019); [added: Corporate Controller,] Chief Accounting Officer, [removed: SWM] [added: Schweitzer-Mauduit] International (2013-2019) |

| Michael J. Petro | [removed: 39] [added: 40] | Senior Vice President, Strategy & Development | 2021 | Vice President, Strategy and Development [removed: (2018-2021); Director, Strategy and Development (2015-2018)] [added: (2018-2021)] |

| Form 10-K ♦ Page [removed: 31] [added: 33] | | [removed: ] [added: ] |

| Kelly G. Bennett | 46 | Senior Vice President, Chief Human Resource Officer | 2024 | Senior Vice President, Human Resources (2023-2024); Vice President of Total Rewards (2018-2023) |

| Craig M. LaTorre | 55 | Senior Vice President, Chief Human Resource Officer | 2019 | Vice President, Human Resources (2018-2019); Senior Vice President and Chief Human Resources Officer (2013-2018), Andeavor (formerly known as Tesoro Corporation) |

| John P. Mohr | 58 | Senior Vice President; | 2017 | |

| | | Chief Information Officer | 2015 | |

There were [removed: 739] [added: 705] holders of record of the Company’s common stock as of February [removed: 15, 2023.][added: 20, 2024.]

| Form 10-K ♦ Page [removed: 32] [added: 34] | | [removed: ] [added: ] |

The following graph and accompanying table compare the five-year cumulative total return from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022] [added: 2023] for (a) the Company’s common stock, (b) the Standard & Poor’s 500 [removed: Composite Stock] Index, and (c) the Standard & Poor’s 500 Materials Index.

[removed: ][added: ]

| October 1, 2023 — October 31, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| November 1, 2023 — November 30, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| December 1, 2023 — December 31, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| Total | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| | | |

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

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

| Form 10-K ♦ Page 33 | |  |

| 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 | |

| Form 10-K ♦ Page [removed: 34] [added: 35] | | [removed: ] [added: ] |

| | [Statement of Responsibility and Management’s Report on](#statement_financial_responsibility_manag) [Internal Control over Financial Reporting](#statement_financial_responsibility_manag) | | [removed: 70] [added: 68] |

| | [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) | | [removed: 72] [added: 70] |

| | [Consolidated Statements of Earnings –](#statements_of_earnings) [for years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#statements_of_earnings)] [added: 2021](#statements_of_earnings)] | | [removed: 74] [added: 72] |

| | [Consolidated Statements of Comprehensive Earnings –](#statements_of_comprehensive_earnings) [for years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#statements_of_comprehensive_earnings)] [added: 2021](#statements_of_comprehensive_earnings)] | | [removed: 75] [added: 73] |

| | [Consolidated Balance Sheets –](#balance_sheets) [at December 31, [removed: 2022] [added: 2023] and [removed: 2021](#balance_sheets)] [added: 2022](#balance_sheets)] | | [removed: 76] [added: 74] |

| | [Consolidated Statements of Cash Flows –](#statements_of_cash_flow) [for years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#statements_of_cash_flow)] [added: 2021](#statements_of_cash_flow)] | | [removed: 77] [added: 75] |

| | [Consolidated Statements of Total Equity –](#statements_of_equity) [for years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#statements_of_equity)] [added: 2021](#statements_of_equity)] | | [removed: 78] [added: 76] |

| | [Notes to Financial Statements](#notes_to_financial_statements) | | [removed: 79] [added: 77] |

The consolidated balance sheets for Martin Marietta, at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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.

| Form 10-K ♦ Page [removed: 70] [added: 68] | | [removed: ] [added: ] |

[added: 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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

In making this assessment, management used the criteria set forth in *Internal Control—Integrated [removed: Framework*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

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: 2022.][added: 2023.]

The consolidated financial statements of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report appears on the following pages.

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

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

[removed: February 24, 2023][added: | | | 2023 | | |]

| Form 10-K ♦ Page [removed: 71] [added: 69] | | [removed: ] [added: ] |

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of earnings, of comprehensive earnings, of total equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

| Form 10-K ♦ Page [removed: 72] [added: 70] | | [removed: ] [added: ] |

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

| Form 10-K ♦ Page [removed: 73] [added: 71] | | [removed: ] [added: ] |

| *years ended December 31* (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | [removed: 2021] [added: 2022] | | | | | [removed: 2020] [added: 2021] | | |

| Total Revenues | | | [added: $] | [removed: 6,160.7] [added: 6,777.2] | | | | [added: $] | [removed: 5,414.0] [added: 6,160.7] | | | | [added: $] | [removed: 4,729.9] [added: 5,414.0] | |

| Total cost of revenues | | | | [removed: 4,737.4] [added: 4,754.6] | | | | | [removed: 4,065.6] [added: 4,737.4] | | | | | [removed: 3,477.1] [added: 4,065.6] | |

| Gross Profit | | | | [removed: 1,423.3] [added: 2,022.6] | | | | | [removed: 1,348.4] [added: 1,423.3] | | | | | [removed: 1,252.8] [added: 1,348.4] | |

| Selling, general and administrative expenses | | | | [removed: 396.7] [added: 442.8] | | | | | [removed: 351.0] [added: 396.7] | | | | | [removed: 305.9] [added: 351.0] | |

| [removed: Acquisition] [added: Acquisition, divestiture] and integration expenses | | | | [removed: 9.1] [added: 12.2] | | | | | [removed: 57.9] [added: 9.1] | | | | | [removed: 1.3] [added: 57.9] | |

| Other operating income, net | | | | [removed: (189.2] [added: (28.4] | ) | | | | [removed: (34.3] [added: (189.2] | ) | | | | [removed: (59.8] [added: (34.3] | ) |

| Earnings from Operations | | | | [removed: 1,206.7] [added: 1,596.0] | | | | | [removed: 973.8] [added: 1,206.7] | | | | | [removed: 1,005.4] [added: 973.8] | |

| Interest expense | | | | [removed: 169.0] [added: 165.3] | | | | | [removed: 142.7] [added: 169.0] | | | | | [removed: 118.1] [added: 142.7] | |

| Other nonoperating income, net | | | | [removed: (53.4] [added: (62.1] | ) | | | | [removed: (24.4] [added: (53.4] | ) | | | | [removed: (2.0] [added: (24.4] | ) |

| Earnings from continuing operations before income tax expense | | | | [removed: 1,091.1] [added: 1,492.8] | | | | | [removed: 855.5] [added: 1,091.1] | | | | | [removed: 889.3] [added: 855.5] | |

| Income tax expense | | | | [removed: 234.8] [added: 292.5] | | | | | [removed: 153.2] [added: 234.8] | | | | | [removed: 168.2] [added: 153.2] | |

| Earnings from continuing operations | | | | [removed: 856.3] [added: 1,200.3] | | | | | [removed: 702.3] [added: 856.3] | | | | | [removed: 721.1] [added: 702.3] | |

February 23, 2024

*Valuation of the Projected Benefit Obligation for Certain Defined Benefit Plans*

As described in Note J to the consolidated financial statements, the Company’s net projected benefit obligation for all defined benefit plans was $969.2 million as of December 31, 2023.

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

The key assumptions used by management to estimate the projected benefit obligation are the discount rate, the expected long-term rate of return on pension plan assets, the mortality table and mortality improvement scale, and the rate of increase in future compensation levels.

These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data provided by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate for certain defined benefit plans by (a) evaluating the appropriateness of management’s actuarial methodologies; (b) developing an independent range of the discount rate and comparing management's selected discount rate to the independently developed range to evaluate the reasonableness of management’s discount rate assumption; and (c) assessing the consistency of management’s actuarial methodologies period-over-period.

February 23, 2024

| Noncurrent asset retirement obligations | | | | 383.1 | | | | | 377.7 | |

| Proceeds from sale of restricted investments to discharge long-term debt | | | | 700.0 | | | | | — | | | | | — | |

| Repayment of note receivable from affiliate | | | | 6.0 | | | | | — | | | | | — | |

| Investments in limited liability company | | | | (27.0 | ) | | | | — | | | | | — | |

| Contributions by noncontrolling interest to joint venture | | | | 0.1 | | | | | — | | | | | — | |

| Repurchases of common stock | | | (381,520 | ) | | | — | | | | — | | | | — | | | | (151.2 | ) | | | (151.2 | ) | | | — | | | | (151.2 | ) |

| Distribution to owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.5 | ) | | | (0.5 | ) |

| Contribution from owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.1 | | | | 0.1 | |

| Balance at December 31, 2023 | | | 61,821,421 | | | $ | 0.6 | | | $ | 3,519.2 | | | $ | (49.2 | ) | | $ | 4,562.6 | | | $ | 8,033.2 | | | $ | 2.4 | | | $ | 8,035.6 | |

As of December 31, 2023, the Company's South Texas cement business and 20 ready mixed concrete operations that serve the Austin and San Antonio region are classified as assets held for sale.

The Company also operates a Magnesia Specialties business, which represents a separate reportable segment.

On July 17, 2023, funds in the escrow trust account were applied to satisfy the remaining principal and interest payments and the 0.650% Senior Notes have been paid in full.

There were no restricted investments at December 31, 2023.

If subsequent organizational changes result in operations being transferred to a different reporting unit, a proportionate amount of goodwill is transferred from the former to the new reporting unit.

For divestitures, goodwill is allocated on a proportional basis based on the relative fair values of the portion of the reporting unit being disposed of and the portion of the reporting unit remaining.

The Company applies the proportional amortization method to equity investments in tax credit programs that meet the following specified criteria: it is probable that the income tax credits allocable to the Company will be available; the Company does not have the ability to exercise significant influence over the operating and financial policies of the underlying project; substantially all of the projected benefits are from income tax credits and other income tax benefits, as determined on a discounted basis; the Company's projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive; and the Company is a limited liability investor in the limited liability entity for both legal and tax purposes and its liability is limited to its capital investment.

Under the proportional amortization method, the equity investment is amortized in proportion to the income tax credits and other income tax benefits received, with the amortization expense and the income tax benefits presented on a net basis in *Income tax expense or benefit* on the consolidated statements of earnings.

Reclassifications. As of December 31, 2023, the Company combined products and services revenues and freight revenues into the *Total revenues* line item, and combined cost of revenues - products and services and cost of revenues - freight into the *Total cost of revenues* line item on the Company's consolidated statements of earnings.

Prior-year information has been reclassified to conform to the current-year presentation.

The reclassifications had no impact on the Company's previously reported results of operations, financial position or cash flows.

New Accounting Pronouncements. In March 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-02, *Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,* which amended the guidance related to accounting for investments in tax credit structures to allow the use of the proportional amortization method if certain conditions are met.

The amendments also require certain disclosures in annual and interim reporting periods about an entity's tax credit programs.

The Company early adopted ASU 2023-02, which did not have a material impact on the Company's results of operations, cash flows and financial condition, in 2023.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker.

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

This ASU requires companies to apply retrospectively to all prior periods presented in the financial statements.

The ASU will impact the Company's disclosures, but will have no impacts to its results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which focuses on the rate reconciliation and income taxes paid.

ASU 2023-09 requires public entities to disclose, on annual basis, a tabular tax rate reconciliation using both percentages and currency amounts with specific categories, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local,

and foreign taxes and by individual jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The Audit

*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.

An interim review is performed between annual tests if facts and circumstances indicate potential impairment.

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.

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.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate assumption.

| Products and services revenues | | | $ | 5,730.5 | | | | $ | 5,084.7 | | | | $ | 4,432.1 | |

| Freight revenues | | | | 430.2 | | | | | 329.3 | | | | | 297.8 | |

| Cost of revenues - products and services | | | | 4,304.6 | | | | | 3,735.7 | | | | | 3,175.6 | |

| Cost of revenues - freight | | | | 432.8 | | | | | 329.9 | | | | | 301.5 | |

| Balance at December 31, 2019 | | | 62.4 | | | $ | 0.6 | | | $ | 3,418.8 | | | $ | (145.8 | ) | | $ | 2,077.2 | | | $ | 5,350.8 | | | $ | 2.5 | | | $ | 5,353.3 | |

| Repurchases of common stock | | | (0.2 | ) | | | — | | | | — | | | | — | | | | (50.0 | ) | | | (50.0 | ) | | | — | | | | (50.0 | ) |

Paving contracts, notably with governmental entities, may contain performance bonuses based on quality specifications.

Given the uncertainty of meeting the criteria until the performance obligation is completed, performance bonuses are recognized as revenues when and if achieved.

Performance bonuses were not material to the Company’s consolidated results of operations for the years ended December 31, 2022, 2021 and 2020.

Freight and Delivery Costs. Freight and delivery costs represent pass-through transportation costs incurred and paid by the Company to third-party carriers to deliver products to customers.

These costs are then billed to the customers.

| | | 2021 | | | | | | | | | | |

| | | 2020 | | | | | | | | | | |

The Company paid nonforfeitable dividend equivalents during the vesting period on its restricted stock awards and incentive stock awards made prior to 2016, which results in these being considered participating securities.

Note B: Revenue Recognition

The following table presents the Company’s total revenues by category for each reportable segment:

| *years ended December 31* | | Products and Services | | | | Freight | | | | Total | | |

| Total | | $ | 5,730.5 | | | $ | 430.2 | | | $ | 6,160.7 | |

| East Group | | $ | 2,161.6 | | | $ | 141.4 | | | $ | 2,303.0 | |

| West Group | | | 2,648.4 | | | | 163.9 | | | | 2,812.3 | |

| Total | | $ | 5,084.7 | | | $ | 329.3 | | | $ | 5,414.0 | |

| East Group | | $ | 1,826.6 | | | $ | 122.5 | | | $ | 1,949.1 | |

| West Group | | | 2,384.6 | | | | 153.5 | | | | 2,538.1 | |

| Magnesia Specialties | | | 220.9 | | | | 21.8 | | | | 242.7 | |

| Total | | $ | 4,432.1 | | | $ | 297.8 | | | $ | 4,729.9 | |

| | | | | | | | | |

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

Total revenues and earnings from operations attributable to continuing operations acquired in 2021 (as subsequently described) included in the consolidated statement of earnings were $338.6 million and $12.1 million, respectively, for the year ended December 31, 2021.

As of December 31, [removed: 2022,] [added: 2023,] an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

The Company’s management concluded that the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with [added: U.S.] generally accepted accounting principles as of December 31, [removed: 2022.][added: 2023.]

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: 2022.][added: 2023.]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| Form 10-K ♦ Page [removed: 113] [added: 111] | | [removed: ] [added: ] |

Part II ♦ Item 9A – Controls and Procedures

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

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

None.

| Form 10-K ♦ Page [removed: 114] [added: 112] | | [removed: ] [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: 2022] [added: 2023] (the [removed: “2023] [added: “2024] 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 “Section 16(a) Reports” in the [removed: 2023] [added: 2024] Proxy Statement.

The information required in response to this Item 11 is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Pay Versus Performance,” “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

| Form 10-K ♦ [removed: 115] [added: 113] | | [removed: ] [added: ] |

The consolidated financial statements of Martin Marietta and consolidated subsidiaries, and related notes, appear in [removed: Item] [added: [Item] 8, “Financial Statements and Supplemental [removed: Data,”] [added: Data,”](#item_8_financial_statements_supplementar)] of this Form 10-K.

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

The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in [removed: Item] [added: [Item] 8, “Financial Statements and Supplemental [removed: Data,”] [added: Data,”](#item_8_financial_statements_supplementar)] of this Form 10-K.

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

| 4.06 | [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,](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: 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))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] |

| Form 10-K ♦ 116 | | [removed: ] [added: ] |

| [added: 10.35] | [removed: [Inc.), as trustee] [added: [Martin Marietta Nonqualified Deferred Cash Compensation Plan] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: April 30, 2007] [added: June 29, 2020] (Commission File No. [removed: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312520182492/d708540dex101.htm)] |

| 4.20 | [Form of [removed: 0.650%] [added: 2.400%] Senior Notes due [removed: 2023] [added: 2031] (contained in Exhibit 4.19)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| 4.21 | [Form of [removed: 2.400%] [added: 3.200%] Senior Notes due [removed: 2031] [added: 2051] (contained in Exhibit 4.19)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm) |

| [removed: 4.23] [added: 4.22] | [Description of the Company’s Capital Stock (incorporated by reference to Exhibit 4.17 to the Martin Marietta Materials, Inc. Current Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-ex417_265.htm) |

| Form 10-K ♦ 117 | | [removed: ] [added: ] |

| [removed: 10.03] [added: 10.04] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm) |

| [removed: 10.04] [added: 10.05] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm) |

| [removed: 10.05] [added: 10.06] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm) |

| [removed: 10.06] [added: 10.07] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514363178/d799882dex1001.htm) |

| [removed: 10.07] [added: 10.08] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm) |

| [removed: 10.08] [added: 10.09] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm) |

| [removed: 10.09] [added: 10.10] | [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. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm) |

| [removed: 10.10] [added: 10.11] | [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, [removed: as](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] [added: as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 24, 2019) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] |

| Form 10-K ♦ 118 | | [removed: ] [added: ] |

| [added: 10.03] | [removed: [administrative agent for] [added: [Loan Modification No. 2 and Extension Agreement dated as of December 21, 2023 among] the [removed: lenders] [added: Corporation, 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, [removed: Inc.] [added: Inc.,] Current Report on Form 8-K filed on [removed: September 24, 2019)] [added: December 21, 2023)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015723001269/ex10-1.htm)] |

| [removed: 10.11] [added: 10.12] | [Twelfth Amendment to Credit and Security Agreement, dated as of September 23, 2020, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 23, 2020) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015720001165/ex10-1.htm) |

| [removed: 10.12] [added: 10.13] | [Thirteenth Amendment to Credit and Security Agreement, dated as of September 22, 2021, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 23, 2021) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721001045/ex10-01.htm) |

| [removed: 10.13] [added: 10.14] | [Fourteenth Amendment to Credit Agreement, dated as of September 21, 2022, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (including a conformed copy of the Credit Agreement attached as Exhibit A thereto) (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 21, 2022) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015722001037/ex10-01.htm) |

| [removed: 10.14] [added: 10.16] | [Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm) |

| [removed: 10.15] [added: 10.17] | [Form of Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on August 19, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm) |

| [removed: 10.16] [added: 10.18] | [Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1005.htm) |

| [removed: 10.17] [added: 10.19] | [Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm) |

| [removed: 10.18] [added: 10.20] | [Martin Marietta Materials, Inc. Incentive Stock Plan, as Amended (incorporated by reference to Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm) |

| [removed: 10.19] [added: 10.21] | [Martin Marietta Amended and Restated Stock-Based Award Plan last amended and restated February 18, 2016 (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1001_10.htm) |

| [removed: 10.20] [added: 10.22] | [Martin Marietta Executive Cash Incentive Plan adopted February 18, 2016 (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm) |

| [removed: 10.21] [added: 10.23] | [Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10‑K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt) |

| [removed: 10.22] [added: 10.24] | [Martin Marietta Materials, Inc. Third Amended and Restated Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm) |

| Form 10-K ♦ 119 | | [removed: ] [added: ] |

| [removed: 10.23] [added: 10.25] | [Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.11 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm) |

| [removed: 10.24] [added: 10.26] | [Form of Amendment to the Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm) |

| [removed: 10.25] [added: 10.27] | [Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm) |

| [removed: 10.26] [added: 10.28] | [Form of Special Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.19 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm) |

| [removed: 10.27] [added: 10.29] | [Form of Performance-Based Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1002_99.htm) |

| [removed: 10.28] [added: 10.30] | [Offer Letter, dated as of June 9, 2017, by and between Martin Marietta Materials, Inc. and James A. J. Nickolas (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm) |

| 10.15 | [Fifteenth Amendment to Credit Agreement, dated as of September 20, 2023, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (including a conformed copy of the Credit Agreement attached as Exhibit A thereto) (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on September 20, 2023) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015723000976/ex10-1.htm) |

| *97 | [Executive Clawback Policy](https://www.sec.gov/Archives/edgar/data/916076/000095017024019275/mlm-ex97.htm) |

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

| *101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |

| *101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |

| *101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |

| *101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase |

| Inventory valuation allowance | | $ | 214.3 | | | $ | 145.0 | | | $ | 2.2 | | (b) | | $ | 53.2 | | (c) | | $ | 308.3 | |

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

| Inventory valuation allowance | | $ | 168.6 | | | $ | 51.3 | | | $ | — | | | | $ | 39.6 | | (c) | | $ | 180.3 | |

b.

Application of reserve policy to acquired inventories/customer receivables

c.

Sale of reserved inventory and divestitures

| Form 10-K ♦ 122 | | [removed: ] [added: ] |

Dated: February [removed: 24, 2023][added: 23, 2024]

Bar as [added: his or] her true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| Form 10-K ♦ [removed: 123] [added: 120] | | [removed: ] [added: ] |

| /s/ C. Howard Nye | | Chairman of the Board, | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ James A. J. Nickolas | | [removed: Senior] [added: Executive] Vice President | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Robert J. Cardin | | Senior Vice President, | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Dorothy M. Ables | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Sue W. Cole | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Anthony R. Foxx | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ John J. Koraleski | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Laree E. Perez | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Thomas H. Pike | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Michael J. Quillen | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Donald W. Slager | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ David C. Wajsgras | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| Form 10-K ♦ [removed: 124] [added: 121] | | [removed: ] [added: ] |

| | | | | |

| /s/ Smith W. Davis | | Director | | February 24, 2023 |

| Smith W. Davis | | | | |