Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements			Page
	Statement of Responsibility and Management’s Report on Internal Control over Financial Reporting		68
	Report of Independent Registered Public Accounting Firm		70
	Consolidated Statements of Earnings – for years ended December 31, 2023, 2022 and 2021		72
	Consolidated Statements of Comprehensive Earnings – for years ended December 31, 2023, 2022 and 2021		73
	Consolidated Balance Sheets – at December 31, 2023 and 2022		74
	Consolidated Statements of Cash Flows – for years ended December 31, 2023, 2022 and 2021		75
	Consolidated Statements of Total Equity – for years ended December 31, 2023, 2022 and 2021		76
	Notes to Financial Statements		77

Statement of Responsibility and Management’s Report on Internal Control over Financial Reporting

Management’s Statement of Responsibility

The management of Martin Marietta Materials, Inc. (the Company or Martin Marietta) is responsible for the consolidated financial statements, the related financial information contained in this Form 10-K and the establishment and maintenance of adequate internal control over financial reporting. The consolidated balance sheets for Martin Marietta, at December 31, 2023 and 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, 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.

A system of internal control over financial reporting is designed to provide reasonable assurance, in a cost-effective manner, that assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization, accountability for assets is maintained and financial statements are prepared and presented fairly in accordance with accounting principles generally accepted in the United States. Internal control systems over financial reporting have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company operates in an environment that establishes an appropriate system of internal control over financial reporting and ensures that the system is maintained, assessed and monitored on a periodic basis. This internal control system includes examinations by internal audit staff and oversight by the Audit Committee of the Board of Directors.

The Company’s management recognizes its responsibility to foster a strong ethical climate. Management has issued written policy statements that document the Company’s business code of ethics. The importance of ethical behavior is regularly communicated to all employees through the distribution of the Code of Ethical Business Conduct and through ongoing education and review programs designed to create a strong commitment to ethical business practices.

Form 10-K ♦ Page 68

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The Audit Committee of the Board of Directors, which consists of four independent, nonemployee directors, meets periodically and separately with management, the independent auditors and the internal auditors to review the activities of each. 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’s Report on Internal Control over Financial Reporting

The management of Martin Marietta is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth in Internal Control—Integrated 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, 2023.

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

C. Howard Nye, Chairman, President and Chief Executive Officer	James A. J. Nickolas, Executive Vice President and Chief Financial Officer

February 23, 2024

Form 10-K ♦ Page 69

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Report of Independent Registe****red Public Accounting Firm

To the Board of Directors and Shareholders of Martin Marietta Materials, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 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, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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

Form 10-K ♦ Page 70

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the projected benefit obligation, including controls over the discount rate assumption. These procedures also included, among others, (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.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina

February 23, 2024

We have served as the Company’s auditor since 2016.

Form 10-K ♦ Page 71

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Financial Statements

Martin Marietta Materials, Inc. and Consolidated SubsidiariesConsolidated Statements of Earnings
years ended December 31 (in millions, except per share data)			2023					2022					2021
Total Revenues			$	6,777.2				$	6,160.7				$	5,414.0
Total cost of revenues				4,754.6					4,737.4					4,065.6
Gross Profit				2,022.6					1,423.3					1,348.4
Selling, general and administrative expenses				442.8					396.7					351.0
Acquisition, divestiture and integration expenses				12.2					9.1					57.9
Other operating income, net				**(**28.4	)				(189.2	)				(34.3	)
Earnings from Operations				1,596.0					1,206.7					973.8
Interest expense				165.3					169.0					142.7
Other nonoperating income, net				**(**62.1	)				(53.4	)				(24.4	)
Earnings from continuing operations before income tax expense				1,492.8					1,091.1					855.5
Income tax expense				292.5					234.8					153.2
Earnings from continuing operations				1,200.3					856.3					702.3
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense				**(**30.9	)				10.5					0.5
Consolidated net earnings				1,169.4					866.8					702.8
Less: Net earnings attributable to noncontrolling interests				0.5					—					0.3
Net Earnings Attributable to Martin Marietta			$	1,168.9				$	866.8				$	702.5
Net Earnings (Loss) Attributable to Martin Marietta Per Common Share (see Note A)
Basic earnings per share from continuing operations attributable to common shareholders			$	19.38				$	13.74				$	11.25
Basic earnings per share from discontinued operations attributable to common shareholders				**(**0.50	)				0.17					0.01
			$	18.88				$	13.91				$	11.26
Diluted earnings per share from continuing operations attributable to common shareholders			$	19.32				$	13.70				$	11.21
Diluted earnings per share from discontinued operations attributable to common shareholders				**(**0.50	)				0.17					0.01
			$	18.82				$	13.87				$	11.22
Weighted-Average Common Shares Outstanding
Basic				61.9					62.3					62.4
Diluted				62.1					62.5					62.6

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

Form 10-K ♦ Page 72

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Martin Marietta Materials, Inc. and Consolidated SubsidiariesConsolidated Statements of Comprehensive Earnings
years ended December 31 (in millions)			2023					2022					2021
Consolidated Net Earnings			$	1,169.4				$	866.8				$	702.8
Other comprehensive (loss) earnings, net of tax:
Defined benefit pension and postretirement plans:
Net (loss) gain arising during period, net of tax of $(5.1), $28.6 and $16.8, respectively				**(**15.7	)				87.9					51.3
Prior service cost arising during period, net of tax of $0.0, $(11.8) and $0.0, respectively				—					(36.3	)				—
Amortization of prior service cost, net of tax of $1.4, $0.9 and $0.0, respectively				4.2					3.1					—
Amortization of actuarial loss, net of tax of $0.0, $0.8 and $2.9, respectively				—					2.9					9.2
Amount recognized in net periodic pension cost due to settlement, net of tax of $0.0, $1.1 and $0.0, respectively				—					3.5					—
				**(**11.5	)				61.1					60.5
Foreign currency translation gain (loss)				0.8					(2.0	)				0.3
				**(**10.7	)				59.1					60.8
Consolidated comprehensive earnings				1,158.7					925.9					763.6
Less: Comprehensive earnings attributable to noncontrolling interests				—					—					0.3
Comprehensive Earnings Attributable to Martin Marietta			$	1,158.7				$	925.9				$	763.3

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

Form 10-K ♦ Page 73

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Martin Marietta Materials, Inc. and Consolidated SubsidiariesConsolidated Balance Sheets
December 31 (in millions, except share and par value data)			2023					2022
Assets
Current Assets:
Cash and cash equivalents			$	1,271.8				$	358.0
Restricted cash				10.5					0.8
Restricted investments (to satisfy discharged debt and related interest)				—					704.6
Accounts receivable, net				753.3					785.9
Inventories, net				988.6					873.7
Current assets held for sale				807.1					73.2
Other current assets				87.6					80.7
Total Current Assets				3,918.9					2,876.9
Property, plant and equipment, net				6,185.9					6,316.7
Goodwill				3,389.5					3,649.5
Other intangibles, net				697.7					847.8
Operating lease right-of-use assets, net				371.6					383.5
Noncurrent assets held for sale				—					372.5
Other noncurrent assets				561.3					546.7
Total Assets			$	15,124.9				$	14,993.6
Liabilities and Equity
Current Liabilities:
Accounts payable			$	343.3				$	385.0
Accrued salaries, benefits and payroll taxes				102.3					71.6
Accrued other taxes				53.3					55.4
Accrued interest				40.5					42.8
Current maturities of long-term debt, including discharged debt				399.6					699.1
Current operating lease liabilities				53.3					52.1
Current liabilities held for sale				18.2					4.5
Other current liabilities				159.7					135.1
Total Current Liabilities				1,170.2					1,445.6
Long-term debt				3,945.6					4,340.9
Deferred income taxes, net				874.6					914.3
Noncurrent operating lease liabilities				326.7					335.9
Noncurrent liabilities held for sale				—					21.8
Noncurrent asset retirement obligations				383.1					377.7
Other noncurrent liabilities				389.1					384.6
Total Liabilities				7,089.3					7,820.8
Equity:
Common stock ($0.01 par value; 100,000,000 shares authorized; 61,821,421 shares and62,102,353 shares outstanding at December 31, 2023 and 2022, respectively)				0.6					0.6
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)				—					—
Additional paid-in capital				3,519.2					3,489.0
Accumulated other comprehensive loss				**(**49.2	)				(38.5	)
Retained earnings				4,562.6					3,719.4
Total Shareholders’ Equity				8,033.2					7,170.5
Noncontrolling interests				2.4					2.3
Total Equity				8,035.6					7,172.8
Total Liabilities and Equity			$	15,124.9				$	14,993.6

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

Form 10-K ♦ Page 74

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Martin Marietta Materials, Inc. and Consolidated SubsidiariesConsolidated Statements of Cash Flows
years ended December 31 (in millions)			2023					2022					2021
Cash Flows from Operating Activities:
Consolidated net earnings			$	1,169.4				$	866.8				$	702.8
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization				513.2					506.0					451.7
Stock-based compensation expense				50.0					42.7					43.0
Net gains on divestitures, sales of assets and extinguishment of debt				**(**1.9	)				(195.7	)				(21.7	)
Deferred income taxes, net				**(**36.1	)				(0.6	)				92.2
Other items, net				**(**16.5	)				(11.7	)				(14.9	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable, net				31.4					(12.1	)				(194.4	)
Inventories, net				**(**188.7	)				(131.7	)				73.2
Accounts payable				**(**17.0	)				(31.2	)				109.8
Other assets and liabilities, net				24.6					(41.3	)				(104.0	)
Net Cash Provided by Operating Activities				1,528.4					991.2					1,137.7
Cash Flows from Investing Activities:
Additions to property, plant and equipment				**(**650.3	)				(481.8	)				(423.1	)
Acquisitions, net of cash acquired				—					11.0					(3,109.2	)
Proceeds from divestitures and sales of assets				426.5					687.1					42.8
Proceeds from sale of restricted investments to discharge long-term debt				700.0					—					—
Purchase of restricted investments to discharge long-term debt				—					(704.6	)				—
Repayment of note receivable from affiliate				6.0					—					—
Investments in life insurance contracts, net				7.4					7.5					14.9
Investments in limited liability company				**(**27.0	)				—					—
Other investing activities, net				**(**3.9	)				(3.0	)				—
Net Cash Provided by (Used for) Investing Activities				458.7					(483.8	)				(3,474.6	)
Cash Flows from Financing Activities:
Borrowings of long-term debt				—					—					2,896.7
Repayments of long-term debt				**(**700.0	)				(54.5	)				(420.1	)
Debt issuance and extinguishment costs				**(**0.7	)				(0.7	)				(7.5	)
Payments on finance lease obligations				**(**17.6	)				(15.0	)				(11.1	)
Dividends paid				**(**174.0	)				(159.1	)				(147.8	)
Repurchases of common stock				**(**150.0	)				(150.0	)				—
Contributions by noncontrolling interest to joint venture				0.1					—					—
Distributions to owners of noncontrolling interest				**(**0.5	)				—					(0.6	)
Proceeds from exercise of stock options				1.2					0.6					1.3
Shares withheld for employees’ income tax obligations				**(**22.1	)				(28.8	)				(19.5	)
Net Cash (Used for) Provided by Financing Activities				**(**1,063.6	)				(407.5	)				2,291.4
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash				923.5					99.9					(45.5	)
Cash, Cash Equivalents and Restricted Cash, beginning of year				358.8					258.9					304.4
Cash, Cash Equivalents and Restricted Cash, end of year			$	1,282.3				$	358.8				$	258.9

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

Form 10-K ♦ Page 75

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Martin Marietta Materials, Inc. and Consolidated SubsidiariesConsolidated Statements of Total Equity
(in millions, except share and per share data)		Shares of Common Stock				Common Stock				Additional Paid-In Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Shareholders’ Equity				Noncontrolling Interests				Total Equity
Balance at December 31, 2020			62,288,613			$	0.6			$	3,440.8			$	(158.4	)		$	2,607.7			$	5,890.7			$	2.6			$	5,893.3
Consolidated net earnings			—				—				—				—				702.5				702.5				0.3				702.8
Other comprehensive earnings			—				—				—				60.8				—				60.8				—				60.8
Dividends declared ($2.36 per common share)			—				—				—				—				(148.3	)			(148.3	)			—				(148.3	)
Issuances of common stock for stock award plans			105,377				—				6.1				—				—				6.1				—				6.1
Shares withheld for employees’ income tax obligations			—				—				(19.5	)			—				—				(19.5	)			—				(19.5	)
Stock-based compensation expense			—				—				43.0				—				—				43.0				—				43.0
Distribution to owners of noncontrolling interest			—				—				—				—				—				—				(0.6	)			(0.6	)
Balance at December 31, 2021			62,393,990				0.6				3,470.4				(97.6	)			3,161.9				6,535.3				2.3				6,537.6
Consolidated net earnings			—				—				—				—				866.8				866.8				—				866.8
Other comprehensive earnings			—				—				—				59.1				—				59.1				—				59.1
Dividends declared ($2.54 per common share)			—				—				—				—				(159.3	)			(159.3	)			—				(159.3	)
Issuances of common stock for stock award plans			126,699				—				4.7				—				—				4.7				—				4.7
Shares withheld for employees’ income tax obligations			—				—				(28.8	)			—				—				(28.8	)			—				(28.8	)
Repurchases of common stock			(418,336	)			—				—				—				(150.0	)			(150.0	)			—				(150.0	)
Stock-based compensation expense			—				—				42.7				—				—				42.7				—				42.7
Balance at December 31, 2022			62,102,353				0.6				3,489.0				(38.5	)			3,719.4				7,170.5				2.3				7,172.8
Consolidated net earnings			—				—				—				—				1,168.9				1,168.9				0.5				1,169.4
Other comprehensive loss			—				—				—				**(**10.7	)			—				**(**10.7	)			—				**(**10.7	)
**Dividends declared ($**2.80 per common share)			—				—				—				—				**(**174.5	)			**(**174.5	)			—				**(**174.5	)
Issuances of common stock for stock award plans			100,588				—				2.3				—				—				2.3				—				2.3
Shares withheld for employees’ income tax obligations			—				—				**(**22.1	)			—				—				**(**22.1	)			—				**(**22.1	)
Repurchases of common stock			**(**381,520	)			—				—				—				**(**151.2	)			**(**151.2	)			—				**(**151.2	)
Stock-based compensation expense			—				—				50.0				—				—				50.0				—				50.0
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

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

Form 10-K ♦ Page 76

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Notes to Financial Statements

Note A: Accou****nting Policies

Organization. Martin Marietta is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 360 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides cement and downstream products and services, namely, ready mixed concrete, asphalt and paving, in vertically-integrated structured markets where the Company also has a leading aggregates position. Specifically, the Company has two cement plants and several cement distribution facilities in Texas; ready mixed concrete plants in Arizona and Texas; and asphalt plants in Arizona, California, Colorado and Minnesota. Paving services are located in California and Colorado. 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’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement, ready mixed concrete and asphalt and paving product lines are reported collectively as the Building Materials business.

As of December 31, 2023, the Building Materials business includes two reportable segments: East Group and West Group. The East Group consists of the East and Central divisions and operates in Alabama, Florida, Georgia, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Nova Scotia and The Bahamas. The West Group is comprised of the Southwest and West divisions and operates in Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming. The following states accounted for 82% of the Building Materials business’ 2023 total revenues: Texas, North Carolina, Colorado, California, Georgia, Minnesota, Arizona, Iowa, Florida and Indiana.

The Company also operates a Magnesia Specialties business, which represents a separate reportable segment. The Magnesia Specialties business produces magnesia-based chemical products used in industrial, agricultural and environmental applications, and dolomitic lime sold primarily to customers for steel production and soil stabilization. Magnesia Specialties’ production facilities are located in Ohio and Michigan, and products are shipped to customers domestically and worldwide.

Basis of Presentation and Use of Estimates. The Company’s consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States, which require management to make certain estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include the valuation of investments, accounts receivable, inventories, goodwill, other intangible assets and other long-lived assets, as well as assumptions used in the calculation of income tax expense, retirement and postemployment benefits, stock-based compensation, the allocation of the purchase price to the fair values of assets acquired and liabilities assumed as part of business combinations and revenue recognition for service contracts. These estimates and assumptions are based on management’s judgment. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. Changes in credit, equity and energy markets and changes in construction activity increase the uncertainty inherent in certain estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from estimates. Changes in estimates, including those resulting from changes in the economic environment, are reflected in the consolidated financial statements for the period in which the change in estimate occurs.

Basis of Consolidation**.** The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Partially-owned affiliates are either consolidated or accounted for using the cost method or the equity method, depending on the level of ownership interest or the Company’s ability to exercise control over the affiliates’ operations. Intercompany balances and transactions between subsidiaries have been eliminated in consolidation.

Revenue Recognition**.** Total revenues include sales of products and services provided to customers, net of discounts or allowances, if any, and freight and delivery costs billed to customers. Product revenues are recognized when control of the promised good is transferred to unaffiliated customers, typically when finished products are shipped. Intersegment and interproduct revenues are eliminated in consolidation. Service revenues are derived from the paving business and are recognized using the percentage-of-completion method under the cost-to-cost approach. Under the cost-to-cost approach, recognized contract revenue is determined by multiplying the total estimated contract revenue by the estimated percentage of completion. Contract costs are recognized as incurred. The percentage of completion is determined on a contract-by-contract basis using project costs incurred to date as a

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Part II ♦ Item 8 – Financial Statements and Supplementary Data

percentage of total estimated project costs. The Company believes the cost-to-cost approach is appropriate, as the use of asphalt in a paving contract is relatively consistent with the performance of the related paving services. When the Company arranges third-party freight to deliver products to customers, the Company has elected the delivery to be a fulfillment activity rather than a separate performance obligation. Further, the Company acts as a principal in the delivery arrangements and, as required by Accounting Standards Codification 606, Revenues from Contracts with Customers (ASC 606), the related revenues and costs are presented gross in the consolidated statements of earnings and are recognized consistently with the timing of the product revenues.

Cash, Cash Equivalents and Restricted Cash**.** Cash equivalents are comprised of highly-liquid instruments with original maturities of three months or less from the date of purchase.

As of December 31, 2023 and 2022, the Company had $10.5 million and $0.8 million, respectively, of restricted cash, which was invested in an account designated for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031). The Company is restricted from utilizing the cash for purposes other than the purchase of qualified assets for 180 days from receipt of the proceeds from the sale of the exchanged property. Any unused cash at the end of the 180 days is transferred to unrestricted accounts of the Company and used for general corporate purposes.

The statements of cash flows reflect cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis. The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the aggregated amounts presented on the consolidated statements of cash flows:

December 31 (in millions)		2023				2022				2021
Cash and cash equivalents		$	1,271.8			$	358.0			$	258.4
Restricted cash			10.5				0.8				0.5
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows		$	1,282.3			$	358.8			$	258.9

Restricted Investments. At December 31, 2022, the Company had $704.6 million of restricted investments, representing assets irrevocably transferred to an escrow trust account during 2022 to satisfy and discharge the Company's $700.0 million of 0.650% Senior Notes due 2023 (the 0.650% Senior Notes) (see Note G). The assets in the escrow trust account could not be used for any purpose other than to satisfy the remaining interest payments and to repay the principal amount of the 0.650% Senior Notes that matured on July 15, 2023. The assets transferred to the escrow trust account were invested in a U.S. Treasury securities fund (see Note H) and investment returns on those trust assets were for the account of the Company (after satisfaction of all amounts payable in connection with the 0.650% Senior Notes). The Company consolidated the trust account on its consolidated balance sheet at December 31, 2022. 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.

Accounts Receivable. Accounts receivable are stated at cost. The Company does not typically charge interest on customer accounts receivable. The Company records an allowance for credit losses, which includes a provision for probable losses based on historical write-offs, adjusted for current conditions as deemed necessary, and a specific reserve for accounts deemed at risk. The allowance is the Company’s estimate for receivables as of the balance sheet date that ultimately will not be collected. Any changes in the allowance are reflected in earnings in the period in which the change occurs. The Company writes-off accounts receivable when it becomes probable, based upon customer facts and circumstances, that such amounts will not be collected.

Inventories Valuation**.** Finished products and in-process inventories are stated at the lower of cost or net realizable value using standard costs, which approximate the first-in, first-out method. Carrying value for parts and supplies are determined by the weighted-average cost method. The Company records an allowance for finished product inventories based on an analysis of future demand and inventory on hand in excess of one year's sales using an average of the last two years of sales. The Company also establishes an allowance for parts over five years old and supplies over a year old.

Post-production stripping costs, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventory production costs and recognized as incurred.

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Part II ♦ Item 8 – Financial Statements and Supplementary Data

Property, Plant and Equipment**.** Property, plant and equipment are stated at cost.

The estimated service lives for property, plant and equipment are as follows:

Class of Assets		Range of Service Lives
Buildings		5 to 30 years
Machinery & Equipment		2 to 20 years
Land Improvements		5 to 60 years

The Company begins capitalizing quarry development costs at a point when reserves are determined to be proven or probable, economically mineable and when demand supports investment in the market. Capitalization of these costs ceases when production commences. Capitalized quarry development costs are classified as land improvements and depreciated over the life of the reserves.

The Company reviews relevant facts and circumstances to determine whether to capitalize or expense pre-production stripping costs when additional pits are developed at an existing quarry. If the additional pit operates in a separate and distinct area of the quarry, these costs are capitalized as quarry development costs and depreciated over the life of the uncovered reserves. Additionally, a separate asset retirement obligation is created for additional pits when the liability is incurred. Once a pit enters the production phase, all post-production stripping costs are charged to inventory production costs as incurred.

Mineral reserves and mineral interests acquired in connection with a business combination are valued using an income approach for the estimated life of the reserves. The Company’s aggregates reserves average approximately 75 years based on the 2023 annual production level.

Depreciation is computed based on estimated service lives using the straight-line method. Depletion of mineral reserves is calculated based on proven and probable reserves using the units-of-production method on a quarry-by-quarry basis.

Property, plant and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset group may not be recoverable. An impairment loss is recognized if expected future undiscounted cash flows over the estimated remaining service life of the related asset group are less than the asset group’s carrying value.

Repair and Maintenance Costs. Repair and maintenance costs that do not substantially extend the life of the Company’s plant and equipment are expensed as incurred.

Leases. Pursuant to Accounting Standards Codification 842, Leases (ASC 842), if the Company determines a contract is or contains a lease at the inception of an agreement, the Company records a right-of-use (ROU) asset, which represents the Company’s right to use an underlying leased asset, and a lease liability, which represents the Company’s obligation to make lease payments. The ROU asset and lease liability are recorded on the consolidated balance sheets at the present value of the future lease payments over the lease term at commencement date. The Company determines the present value of lease payments based on the implicit interest rate, which may be explicitly stated in the lease, if available, or may be the Company’s estimated collateralized incremental borrowing rate based on the term of the lease. Initial ROU assets also include any lease payments made at or before commencement date and any initial direct costs incurred and are reduced by lease incentives. Certain of the Company’s leases contain renewal and/or termination options. The Company recognizes renewal or termination options as part of its ROU assets and lease liabilities when the Company has the unilateral right to renew or terminate and it is reasonably certain these options will be exercised.

Some leases require the Company to pay non-lease components, which may include taxes, maintenance, insurance and certain other expenses applicable to the leased property, and are primarily variable costs. The Company accounts for lease and non-lease components as a single amount, with the exception of railcar, fleet vehicle and pipeline leases, for which the Company separately accounts for the lease and non-lease components.

Leases are evaluated and determined to be either finance leases or operating leases. The lease is a finance lease if it transfers ownership to the underlying asset by the end of the lease term; includes a purchase option that is reasonably certain to be exercised; has a lease term for the major part of the remaining economic life of the underlying asset; has a present value of the sum of the lease payments (including renewal options) that equals or exceeds substantially all of the fair value of the underlying asset; or is for an underlying asset that is of a specialized nature and is expected to have no alternative use to the lessor at the end of the lease term. If none of these terms exist, the lease is an operating lease.

Leases with an initial lease term of one year or less are not recorded on the consolidated balance sheets. Costs for these leases are expensed as incurred.

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Part II ♦ Item 8 – Financial Statements and Supplementary Data

In the consolidated statements of earnings, operating lease expense, which is recognized on a straight-line basis over the lease term, and the amortization of finance lease ROU assets are included in the Total cost of revenues or Selling, general and administrative expenses line items in the consolidated statements of earnings. Accretion on the liabilities for finance leases is included in interest expense.

Goodwill and Other Intangible Assets. Goodwill represents the excess purchase price paid for acquired businesses over the estimated fair value of identifiable assets and liabilities. Other intangible assets represent amounts assigned principally to contractual agreements and are either amortized ratably over the useful lives to the Company or not amortized if deemed to have an indefinite useful life.

The Company’s reporting units, which represent the level at which goodwill is tested for impairment, are based on the operating segments of the Building Materials business. Goodwill is assigned to the respective reporting unit(s) based on the location of acquisitions at the time of consummation. 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.

Goodwill is tested for impairment by comparing each reporting unit’s fair value to its carrying value, which represents a Step-1 approach. However, prior to Step 1, the Company may perform a qualitative assessment and evaluate macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other business or reporting unit-specific events that contribute to the fair value of a reporting unit. If the Company concludes, based on its qualitative assessment, it is more-likely-than-not (i.e., a likelihood of more than 50%) that a reporting unit’s fair value is higher than its carrying value, the Company is not required to perform any further goodwill impairment testing for that reporting unit. Otherwise, the Company proceeds to Step 1, and if a reporting unit’s fair value exceeds its carrying value, there is no impairment. A reporting unit with a carrying value in excess of its fair value results in an impairment charge equal to the difference.

The carrying values of goodwill and other indefinite-lived intangible assets are reviewed for impairment annually, as of October 1. An interim review is performed between annual tests if facts and circumstances indicate potential impairment. The carrying value of other amortizable intangible assets is reviewed if facts and circumstances indicate potential impairment. If a review indicates the carrying value is impaired, a charge is recorded equal to the amount by which the carrying value exceeds the fair value.

Retirement Plans and Postretirement Benefits. The Company sponsors defined benefit retirement plans and also provides other postretirement benefits. The Company recognizes the funded status, defined as the difference between the fair value of plan assets and the benefit obligation, of its pension plans and other postretirement benefits as an asset or liability on the consolidated balance sheets. Actuarial gains or losses that arise during the year are recognized as a component of accumulated other comprehensive earnings or loss. Those amounts are amortized over the participants’ average remaining service period and recognized as a component of net periodic benefit cost. The amount amortized is determined on a plan-by-plan basis using a corridor approach and represents the excess over 10% of the greater of the projected benefit obligation or pension plan assets.

Insurance Reserves. The Company has insurance coverage with large deductibles for workers’ compensation, automobile liability, marine liability and general liability claims, and is also self-insured for health claims. The Company records insurance reserves based on an actuarial-determined analysis, which calculates development factors that are applied to total case reserves within the insurance programs. While the Company believes the assumptions used to calculate these liabilities are appropriate, significant differences in actual experience and/or significant changes in these assumptions may materially affect insurance costs.

Stock-Based Compensation. The Company has stock-based compensation plans for employees and its Board of Directors. The Company recognizes all forms of stock-based awards that vest as compensation expense. The compensation expense is the fair value of the awards at the measurement date and is recognized over the requisite service period. Forfeitures are recognized as they occur.

The fair value of restricted stock awards, incentive compensation stock awards and Board of Directors’ fees paid in the form of common stock are based on the closing price of the Company’s common stock on the grant dates. The fair value of performance stock awards as of the grant dates is determined using a Monte Carlo simulation methodology.

Environmental Matters. The Company records a liability for an asset retirement obligation at fair value in the period in which it is incurred. The asset retirement obligation is recorded at the acquisition date of a long-lived tangible asset if the fair value can be reasonably estimated. A corresponding amount is capitalized as part of the asset’s carrying amount. The fair value is affected by management’s assumptions regarding the scope of the work, inflation rates and asset retirement dates.

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Part II ♦ Item 8 – Financial Statements and Supplementary Data

Further, the Company records an accrual for other environmental remediation liabilities in the period in which it is probable that a liability has been incurred and the appropriate amounts can be estimated reasonably. Such accruals are adjusted as further information develops or circumstances change. Generally, these costs are not discounted to their present value or offset for potential insurance or other claims or potential gains from future alternative uses for a site.

Income Taxes**.** Deferred income taxes, net, on the consolidated balance sheets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and the percentage depletion allowed for tax purposes. Deferred tax liabilities for property, plant and equipment result from accelerated depreciation methods being used for income tax purposes as compared with the straight-line method for financial reporting purposes. Deferred tax liabilities related to goodwill and other intangibles reflect the cessation of goodwill amortization for financial reporting purposes, while amortization continued for income tax purposes. The effect of changes in enacted tax rates on deferred income tax assets and liabilities is charged or credited to income tax expense in the period of enactment.

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.

Uncertain Tax Positions. The Company recognizes a tax benefit when it is more-likely-than-not, based on the technical merits, that a tax position would be sustained upon examination by a taxing authority. The amount to be recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The Company’s unrecognized tax benefits are recorded in other liabilities on the consolidated balance sheets or as an offset to the deferred tax asset for tax carryforwards where available.

The Company records interest accrued in relation to unrecognized tax benefits as income tax expense. Penalties, if incurred, are recorded as operating expenses in the consolidated statements of earnings.

Sales Taxes. The Company is deemed to be an agent when collecting sales taxes from customers. Sales taxes collected from customers are recorded as liabilities until remitted to taxing authorities and therefore are not reflected in the consolidated statements of earnings as revenues and expenses.

Start-Up Costs. Noncapital start-up costs for new facilities and products are charged to operations as incurred.

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Loss. Consolidated comprehensive earnings consist of consolidated net earnings, adjustments for the funded status of pension and postretirement benefit plans and foreign currency translation adjustments, and are presented in the Company’s consolidated statements of comprehensive earnings.

Accumulated other comprehensive loss consists of unrecognized gains and losses related to the funded status of the pension and postretirement benefit plans and foreign currency translation and is presented on the Company’s consolidated balance sheets.

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Part II ♦ Item 8 – Financial Statements and Supplementary Data

The components of the changes in accumulated other comprehensive loss and related cumulative noncurrent deferred tax assets are as follows:

years ended December 31		Pension and Postretirement Benefit Plans				Foreign Currency				Total
(in millions)		2023
Accumulated other comprehensive loss at beginning of period		$	**(**36.5	)		$	**(**2.0	)		$	**(**38.5	)
Other comprehensive (loss) earnings before reclassifications, net of tax			**(**15.7	)			0.8				**(**14.9	)
Amounts reclassified from accumulated other comprehensive loss, net of tax			4.2				—				4.2
Other comprehensive (loss) earnings, net of tax			**(**11.5	)			0.8				**(**10.7	)
Accumulated other comprehensive loss at end of period		$	**(**48.0	)		$	**(**1.2	)		$	**(**49.2	)
Cumulative noncurrent deferred tax assets at end of period		$	53.8			$	—			$	53.8
		2022
Accumulated other comprehensive loss at beginning of period		$	(97.6	)		$	—			$	(97.6	)
Other comprehensive earnings (loss) before reclassifications, net of tax			51.6				(2.0	)			49.6
Amounts reclassified from accumulated other comprehensive loss, net of tax			9.5				—				9.5
Other comprehensive earnings (loss), net of tax			61.1				(2.0	)			59.1
Accumulated other comprehensive loss at end of period		$	(36.5	)		$	(2.0	)		$	(38.5	)
Cumulative noncurrent deferred tax assets at end of period		$	50.1			$	—			$	50.1
		2021
Accumulated other comprehensive loss at beginning of period		$	(158.1	)		$	(0.3	)		$	(158.4	)
Other comprehensive earnings before reclassifications, net of tax			51.3				0.3				51.6
Amounts reclassified from accumulated other comprehensive loss, net of tax			9.2				—				9.2
Other comprehensive earnings, net of tax			60.5				0.3				60.8
Accumulated other comprehensive loss at end of period		$	(97.6	)		$	—			$	(97.6	)
Cumulative noncurrent deferred tax assets at end of period		$	69.7			$	—			$	69.7

Reclassifications out of accumulated other comprehensive loss are as follows:

years ended December 31 (in millions)		2023				2022				2021				Affected line items in the consolidated statements of earnings
Pension and postretirement benefit plans:
Settlement charge		$	—			$	4.6			$	—
Amortization of:
Prior service cost			5.6				4.0				—
Actuarial loss			—				3.7				12.1
			5.6				12.3				12.1			Other nonoperating income, net
Tax effect			**(**1.4	)			(2.8	)			(2.9	)		Income tax expense
Total		$	4.2			$	9.5			$	9.2

Form 10-K ♦ Page 82

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Earnings Per Common Share**.** The Company computes earnings per common share (EPS) pursuant to the two-class method. The two-class method determines EPS for common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings.

The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta, reduced by dividends and undistributed earnings attributable to the Company’s participating securities. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive.

The following table reconciles the numerator and denominator for basic and diluted earnings from continuing operations per common share:

years ended December 31 (in millions)		2023				2022				2021
Net earnings from continuing operations attributable to Martin Marietta		$	1,199.8			$	856.3			$	702.0
Less: distributed and undistributed earnings attributable to unvested participating securities			—				—				0.2
Basic and diluted net earnings from continuing operations attributable to common shareholders attributable to Martin Marietta		$	1,199.8			$	856.3			$	701.8
Basic weighted-average common shares outstanding			61.9				62.3				62.4
Effect of dilutive employee and director awards			0.2				0.2				0.2
Diluted weighted-average common shares outstanding			62.1				62.5				62.6

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,

Form 10-K ♦ Page 83

Part II ♦ Item 8 – Financial Statements and Supplementary Data

and foreign taxes and by individual jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU also requires additional qualitative disclosures. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The ASU will impact the Company's income tax disclosures, but not its results of operations, cash flows and financial condition.

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

Business Combinations

On January 12, 2024, the Company wholly acquired Albert Frei & Sons, Inc. (AFS), a leading aggregates producer in Colorado. This acquisition provides more than 60 years (at 2023 production levels) of high-quality, hard rock reserves to better serve new and existing customers and enhances the Company's aggregates platform in the high-growth Denver metropolitan area.

On February 11, 2024, the Company entered into a definitive agreement to acquire 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash. The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the dynamic southeast region by allowing the Company to expand into new growth platforms in target markets including Nashville and Miami. The transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

Divestitures

On November 21, 2023, the Company announced that it entered into a definitive agreement to sell its South Texas cement business and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash. Specifically, the facilities to be divested include the Hunter cement plant in New Braunfels, Texas, related cement distribution terminals and 20 ready mixed concrete plants serving the Austin and San Antonio region. These operations are reported in the West Group and classified as assets held for sale as of December 31, 2023. The transaction, which optimizes the Company's product mix portfolio and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions, closed on February 9, 2024.

On October 31, 2023, the Company completed the sale of its Tehachapi, California cement plant to UNACEM Corp S.A.A. for $315.0 million in cash. In connection with the divestiture, the Company recorded a $26.3 million pretax loss in discontinued operations.

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

In June 2022, the Company completed the sale of its Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235.0 million in cash. In addition, on July 15, 2022, the Company sold its interest in a joint venture that operates a California cement distribution terminal for $15.0 million.

In April 2022, the Company divested its Colorado and Central Texas ready mixed concrete operations to Smyrna Ready Mix Concrete LLC. This transaction optimized the Company's aggregates-led portfolio and improved its ability to generate more attractive margins over the long term by reducing both business cyclicality and exposure to raw material cost inflation. The transaction resulted in a pretax gain of $151.9 million, which was included in Other operating income, net, on the Company's consolidated statement of earnings for the year ended December 31, 2022 and was inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture were all reported in the West Group.

Discontinued Operations

Since October 1, 2021 and through their respective divestiture dates, the aforementioned California cement and ready mix operations were part of the Company's West Group and classified as assets held for sale on the Company’s consolidated balance sheets and the associated financial results were reported as discontinued operations on the consolidated statements of earnings. As of December 31, 2023, there were no operations classified as discontinued operations.

Form 10-K ♦ Page 84

Part II ♦ Item 8 – Financial Statements and Supplementary Data

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

years ended December 31 (in millions)		2023				2022				2021
Total revenues		$	94.2			$	308.6			$	79.2
Pretax (loss) earnings from operations		$	**(**16.3	)		$	16.2			$	6.6
Pretax loss on divestitures and sales of assets			**(**24.0	)			(0.7	)			(6.0	)
Pretax (loss) earnings			**(**40.3	)			15.5				0.6
Income tax (benefit) expense			**(**9.4	)			5.0				0.1
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense		$	**(**30.9	)		$	10.5			$	0.5

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

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

Assets and Liabilities Held for Sale

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

Assets and liabilities held for sale are as follows:

		2023
December 31 (in millions)		Continuing Operations
Inventories, net		$	60.6
Investment land			17.9
Other assets			3.7
Property, plant and equipment			327.2
Intangible assets, excluding goodwill			122.3
Operating lease right-of-use assets			15.4
Goodwill			260.0
Total current assets held for sale		$	807.1
Lease obligations		$	**(**16.3	)
Asset retirement obligations			**(**1.9	)
Total current liabilities held for sale		$	**(**18.2	)

Form 10-K ♦ Page 85

Part II ♦ Item 8 – Financial Statements and Supplementary Data

		2022
December 31 (in millions)		Continuing Operations				Discontinued Operations				Total
Inventories, net		$	—			$	31.3			$	31.3
Investment land			40.6				—				40.6
Other assets			—				1.3				1.3
Total current assets held for sale		$	40.6			$	32.6			$	73.2
Property, plant and equipment		$	—			$	124.5			$	124.5
Intangible assets, excluding goodwill			—				208.5				208.5
Operating lease right-of-use assets			—				12.1				12.1
Goodwill			—				31.9				31.9
Valuation allowance for loss on sale			—				(4.5	)			(4.5	)
Total noncurrent assets held for sale		$	—			$	372.5			$	372.5
Lease obligations		$	—			$	(4.5	)		$	(4.5	)
Total current liabilities held for sale		$	—			$	(4.5	)		$	(4.5	)
Lease obligations		$	—			$	(4.1	)		$	(4.1	)
Asset retirement obligations			—				(17.7	)			(17.7	)
Total noncurrent liabilities held for sale		$	—			$	(21.8	)		$	(21.8	)

Note C: Goodwill and Other Intangible Assets

The following table shows the changes in goodwill by reportable segment and in total:

December 31		East Group				West Group				Total
(in millions)		2023
Balance at beginning of period		$	764.4			$	2,885.1			$	3,649.5
Goodwill allocated to assets held for sale			—				**(**260.0	)			**(**260.0	)
Balance at end of period		$	764.4			$	2,625.1			$	3,389.5
		2022
Balance at beginning of period		$	759.4			$	2,735.0			$	3,494.4
Acquisitions			—				3.7				3.7
Goodwill reclassified from assets held for sale			—				8.1				8.1
Divestitures			—				(159.7	)			(159.7	)
Measurement period adjustments			5.0				298.0				303.0
Balance at end of period		$	764.4			$	2,885.1			$	3,649.5

Form 10-K ♦ Page 86

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Intangible assets subject to amortization consist of the following:

December 31		Gross Amount				Accumulated Amortization				Net Balance
(in millions)		2023
Noncompetition agreements		$	4.1			$	**(**4.1	)		$	—
Customer relationships			421.0				**(**79.9	)			341.1
Operating permits			369.2				**(**55.8	)			313.4
Use rights and other			14.2				**(**12.5	)			1.7
Trade names			23.3				**(**15.9	)			7.4
Total		$	831.8			$	**(**168.2	)		$	663.6
		2022
Noncompetition agreements		$	4.1			$	(4.0	)		$	0.1
Customer relationships			423.7				(62.7	)			361.0
Operating permits			502.2				(61.4	)			440.8
Use rights and other			13.9				(12.4	)			1.5
Trade names			23.3				(14.7	)			8.6
Total		$	967.2			$	(155.2	)		$	812.0

Intangible assets deemed to have an indefinite life that are therefore not amortized consist of the following:

December 31		Building Materials Business				Magnesia Specialties				Total
(in millions)		2023
Operating permits		$	6.6			$	—			$	6.6
Use rights			25.0				—				25.0
Trade names			—				2.5				2.5
Total		$	31.6			$	2.5			$	34.1
		2022
Operating permits		$	6.6			$	—			$	6.6
Use rights			26.7				—				26.7
Trade names			—				2.5				2.5
Total		$	33.3			$	2.5			$	35.8

Amortization expense for intangible assets for the years ended December 31, 2023, 2022 and 2021 was $27.8 million, $26.6 million and $24.0 million, respectively. The intangible assets with finite lives classified as held for sale are not being amortized.

The estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:

(in millions)
2024		$	26.5
2025			26.4
2026			25.1
2027			24.5
2028			24.3
Thereafter			536.8
Total		$	663.6

Form 10-K ♦ Page 87

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Note D: Accounts Receivable, Net

December 31
(in millions)		2023				2022
Customer receivables		$	746.7			$	781.0
Other current receivables			18.3				15.9
Total accounts receivable			765.0				796.9
Less: allowance for estimated credit losses			**(**11.7	)			(11.0	)
Accounts receivable, net		$	753.3			$	785.9

Of the total accounts receivable, net, balance, $4.4 million and $3.0 million at December 31, 2023 and 2022, respectively, was due from unconsolidated affiliates.

Note E: Inventories, Net

December 31 (in millions)		2023				2022
Finished products		$	1,151.8			$	932.4
Products in process			25.0				24.8
Raw materials			59.9				71.7
Supplies and expendable parts			154.6				153.1
Total inventories			1,391.3				1,182.0
Less: allowances			**(**402.7	)			(308.3	)
Inventories, net		$	988.6			$	873.7

Note F: Property, Plant and Equipment, Net

December 31
(in millions)		2023				2022
Land and land improvements		$	1,599.0			$	1,519.2
Mineral reserves and interests			2,982.4				2,917.8
Buildings			160.3				164.1
Machinery and equipment			5,379.7				5,484.5
Construction in progress			333.0				338.5
Finance lease right-of-use assets			253.5				236.9
Total property, plant and equipment			10,707.9				10,661.0
Less: accumulated depreciation, depletion and amortization			**(**4,522.0	)			(4,344.3	)
Property, plant and equipment, net		$	6,185.9			$	6,316.7

Depreciation, depletion and amortization expense related to property, plant and equipment was $479.5 million, $472.8 million and $422.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation, depletion and amortization expense includes amortization of right-of-use assets from finance leases. Property, plant and equipment classified as held for sale are not being depreciated.

Interest of $5.3 million, $2.7 million and $5.6 million was capitalized during 2023, 2022 and 2021, respectively.

At December 31, 2023 and 2022, $39.5 million and $38.4 million, respectively, of the Building Materials business’ property, plant and equipment, net, were located in foreign countries, namely The Bahamas and Canada.

Form 10-K ♦ Page 88

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Note G: Long-Term Debt

December 31 (in millions)		2023				2022
0.650% Senior Notes, due 2023 (discharged)		$	—			$	699.1
4.250% Senior Notes, due 2024			399.6				398.9
7% Debentures, due 2025			124.8				124.7
3.450% Senior Notes, due 2027			298.7				298.3
3.500% Senior Notes, due 2027			492.2				491.5
2.500% Senior Notes, due 2030			471.5				470.5
2.400% Senior Notes, due 2031			889.4				888.6
6.25% Senior Notes, due 2037			228.4				228.4
4.250% Senior Notes, due 2047			590.4				590.2
3.200% Senior Notes, due 2051			850.2				849.8
Total debt			4,345.2				5,040.0
Less: current maturities			**(**399.6	)			(699.1	)
Long-term debt		$	3,945.6			$	4,340.9

On September 29, 2022, the Company satisfied and discharged the 0.650% Senior Notes, which were issued in July 2021. In connection with the satisfaction and discharge, the Company irrevocably deposited funds with Regions Bank, as trustee under the indenture governing the 0.650% Senior Notes, in an amount sufficient to satisfy all remaining principal and interest payments on the 0.650% Senior Notes. The Company utilized existing cash resources to fund the satisfaction and discharge. As a result of the satisfaction and discharge, the obligations of the Company under the indenture with respect to the 0.650% Senior Notes were terminated, except those provisions of the indenture that, by their terms, survive the satisfaction and discharge. Because the discharge did not represent a legal defeasance, the 0.650% Senior Notes remained on the Company's consolidated balance sheet at December 31, 2022 and continued to accrete to their par value over the period until maturity. Additionally, the related trust assets were included in Restricted investments (to satisfy discharged debt and related interest) on the Company's consolidated balance sheet at December 31, 2022. On July 17, 2023, the deposited funds were applied to satisfy the remaining principal and interest payments and the 0.650% Senior Notes have been paid in full.

The Company’s 4.250% Senior Notes due 2024, 7% Debentures due 2025, 3.450% Senior Notes due 2027, 3.500% Senior Notes due 2027, 2.500% Senior Notes due 2030, 2.400% Senior Notes due 2031, 6.25% Senior Notes due 2037, 4.250% Senior Notes due 2047 and 3.200% Senior Notes due 2051 (collectively, the Senior Notes) are senior unsecured obligations of the Company, ranking equal in right of payment with the Company’s existing and future unsubordinated indebtedness. The Senior Notes, with the exception of the 7% Debentures due 2025 and the 6.25% Senior Notes due 2037, are redeemable prior to their respective par call dates, as defined, at a make-whole redemption price, and at a price equal to 100% of the principal amount after their respective par call dates and prior to their respective maturity dates. The 6.25% Senior Notes due 2037 are redeemable in whole at any time or in part from time to time at a make-whole redemption price. Upon a change-of-control repurchase event and a resulting below-investment-grade credit rating, the Company would be required to make an offer to repurchase all outstanding Senior Notes, with the exception of the 7% Debentures due 2025, at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest.

During the year ended December 31, 2022, the Company repurchased $67.7 million (par value) of its Senior Notes. There were no debt repurchases during the year ended December 31, 2023.

Form 10-K ♦ Page 89

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The principal amount as of December 31, 2023, effective interest rate and maturity date for the Senior Notes are as follows:

		Principal Amount(in millions)				Effective Interest Rate		Maturity Date
4.250% Senior Notes		$	400.0			4.40%		July 2, 2024
7% Debentures		$	125.0			7.05%		December 1, 2025
3.450% Senior Notes		$	300.0			3.55%		June 1, 2027
3.500% Senior Notes		$	494.6			3.61%		December 15, 2027
2.500% Senior Notes		$	478.0			2.71%		March 15, 2030
2.400% Senior Notes		$	895.9			2.48%		July 15, 2031
6.25% Senior Notes		$	230.0			6.32%		May 1, 2037
4.250% Senior Notes		$	597.9			4.32%		December 15, 2047
3.200% Senior Notes		$	865.9			3.29%		July 15, 2051

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities, Inc., PNC Bank, Truist Bank and Wells Fargo Bank, N.A., as Syndication Agents, and the lenders party thereto (the Credit Agreement), which provides for a $800.0 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of December 21, 2028. Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon the Secured Overnight Financing Rate (SOFR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. Any outstanding principal amounts, together with interest accrued thereon, are due in full on that maturity date. There were no borrowings outstanding under the Credit Agreement as of December 31, 2023 and 2022. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At December 31, 2023 and 2022, the Company had $2.6 million of outstanding letters of credit issued and $797.4 million available for borrowing under the Revolving Facility. The Company paid the bank group an upfront loan commitment fee that is being amortized over the life of the Revolving Facility. The Revolving Facility includes an annual facility fee.

The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio any debt incurred in connection with certain acquisitions during the quarter or three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.00x. Additionally, if no amounts are outstanding under the Revolving Facility or the Company's trade receivable securitization facility (discussed later), consolidated debt, as defined, which includes debt for which the Company is a guarantor, shall be reduced in an amount equal to the lesser of $500.0 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance with the Ratio at December 31, 2023.

The Company, through a wholly-owned special-purpose subsidiary, has a $400.0 million trade receivable securitization facility (the Trade Receivable Facility). On September 20, 2023, the Company extended the maturity to September 19, 2024. The Trade Receivable Facility, with Truist Bank, Regions Bank, First-Citizens Bank & Trust Company, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined. Borrowings are limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold or contributed to the wholly-owned special-purpose subsidiary. The Company continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to Adjusted Term Secured Overnight Financing Rate (Adjusted Term SOFR), as defined, plus 0.7%. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $500 million. At December 31, 2023 and 2022, there were no borrowings outstanding under the Trade Receivable Facility.

Form 10-K ♦ Page 90

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The Company’s long-term debt maturities for each of the next five years and thereafter are as follows:

(in millions)
2024		$	399.6
2025			124.8
2026			—
2027			790.9
2028			—
Thereafter			3,029.9
Total		$	4,345.2

Note H: Financial Instruments

The Company’s financial instruments include temporary cash investments, restricted cash, restricted investments, accounts receivable, notes receivable, accounts payable, publicly-registered long-term notes, debentures and other long-term debt.

Temporary cash investments are placed primarily in money market funds, money market demand deposit accounts and Eurodollar time deposit accounts with financial institutions. The Company’s cash equivalents have maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.

Restricted cash is held in a trust account with a third-party intermediary. Due to the short-term nature of this account, the carrying value of restricted cash approximates its fair value.

Restricted investments at December 31, 2022 were held in a fund that invested solely in U.S. Treasury securities. The estimated fair value of the fund was valued at net asset value, which the fund seeks to maintain at one dollar per share. As such, the carrying value of the restricted investments approximated its fair value. The Company was restricted from accessing the investments, which were used to settle the 0.650% Senior Notes and related interest payments on the maturity date of July 17, 2023.

Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, accounts receivable are more heavily concentrated in certain states, namely Texas, North Carolina, Colorado, California, Georgia, Minnesota, Arizona, Iowa, Florida and Indiana. The carrying values of accounts receivable approximate their fair values.

The note receivable at December 31, 2022 was a promissory note with an unconsolidated affiliate (see Note N) and was not publicly traded. Management estimated that the carrying value of the note receivable approximated its fair value. This note was repaid in full in 2023.

Accounts payable represent amounts owed to suppliers and vendors. The estimated carrying value of accounts payable approximates its fair value due to the short-term nature of the payables.

The carrying values and fair values of the Company’s long-term debt were $4.35 billion and $3.88 billion, respectively, at December 31, 2023 and $5.04 billion and $4.36 billion, respectively, at December 31, 2022. The estimated fair value of the Company’s publicly-registered long-term debt was estimated based on Level 1 of the fair value hierarchy using quoted market prices.

Form 10-K ♦ Page 91

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Note I: Income Taxes

The components of the Company’s income tax expense from continuing operations are as follows:

years ended December 31 (in millions)		2023				2022				2021
Federal income taxes:
Current		$	264.0			$	174.9			$	66.3
Deferred			**(**11.4	)			18.0				61.4
Total federal income taxes			252.6				192.9				127.7
State income taxes:
Current			42.7				35.1				18.7
Deferred			**(**3.0	)			5.3				6.5
Total state income taxes			39.7				40.4				25.2
Foreign income taxes:
Current			0.2				1.2				—
Deferred			—				0.3				0.3
Total foreign income taxes			0.2				1.5				0.3
Income tax expense		$	292.5			$	234.8			$	153.2

The Company generated foreign pretax earnings of $8.1 million, a loss of $2.3 million and earnings of $7.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company’s effective income tax rate on continuing operations varied from the statutory United States income tax rate because of the following tax differences:

years ended December 31		2023				2022				2021
Statutory income tax rate			21.0	%			21.0	%			21.0	%
(Reduction) increase resulting from:
Effect of statutory depletion			**(**2.3	)			(2.4	)			(3.5	)
State income taxes, net of federal tax benefit			2.1				2.9				2.3
Federal tax credits			**(**1.0	)			(0.9	)			(1.4	)
Other items			**(**0.2	)			0.9				(0.5	)
Effective income tax rate			19.6	%			21.5	%			17.9	%

The higher 2022 effective tax rate versus 2023 and 2021 was primarily driven by the impact of the divestiture of the Colorado and Central Texas ready mixed concrete businesses.

The statutory depletion deduction for all years is calculated as a percentage of sales, subject to certain limitations. Due to these limitations, the impact of changes in the sales volumes and earnings may not proportionately affect the Company’s statutory depletion deduction and the corresponding impact on the effective income tax rate.

In 2023, 2022, and 2021, the Company financed third-party railroad track maintenance. In exchange, the Company received federal income tax credits and tax deductions.

Form 10-K ♦ Page 92

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The principal components of the Company’s deferred tax assets and liabilities are as follows:

December 31		Deferred Assets (Liabilities)
(in millions)		2023				2022
Deferred tax assets related to:
Inventories		$	121.0			$	85.5
Valuation and other reserves			34.2				30.9
Net operating loss carryforwards			2.8				3.6
Accumulated other comprehensive loss			53.8				50.1
Lease liabilities			141.9				139.6
Other items, net			3.6				1.9
Gross deferred tax assets			357.3				311.6
Valuation allowance on deferred tax assets			**(**2.5	)			(2.6	)
Total net deferred tax assets			354.8				309.0
Deferred tax liabilities related to:
Property, plant and equipment			**(**828.0	)			(843.8	)
Goodwill and other intangibles			**(**168.3	)			(143.9	)
Right-of-use assets			**(**142.3	)			(140.8	)
Partnerships and joint ventures			**(**34.0	)			(32.5	)
Employee benefits			**(**56.8	)			(62.3	)
Total deferred tax liabilities			**(**1,229.4	)			(1,223.3	)
Deferred income taxes, net		$	**(**874.6	)		$	(914.3	)

The Company had $1.2 million and $1.3 million of domestic federal net operating loss (NOL) carryforwards at December 31, 2023 and 2022, respectively. The Company had domestic state NOL carryforwards of $42.8 million and $55.3 million at December 31, 2023 and 2022, respectively. These carryforwards have various expiration dates through 2043. At December 31, 2023 and 2022, deferred tax assets associated with these carryforwards were $2.8 million and $3.6 million, respectively, net of the federal benefit of the state deduction, for which valuation allowances of $2.0 million and $2.1 million, respectively, were recorded. The Company also had domestic state tax credit carryforwards of $2.1 million and $1.3 million at December 31, 2023 and 2022, respectively, which have various expiration dates through 2043. At December 31, 2023 and 2022, deferred tax assets associated with these carryforwards were $1.7 million and $1.0 million, respectively, net of the federal benefit of the state deduction.

The Company expects to reinvest the earnings from its wholly-owned Canadian and Bahamian subsidiaries indefinitely, and accordingly, has not provided deferred taxes on the subsidiaries’ undistributed net earnings or basis differences. The Company believes that the tax liability that would be incurred upon repatriation of the foreign earnings was immaterial at December 31, 2023 and 2022.

The following table summarizes the Company’s unrecognized tax benefits, excluding interest and correlative effects of $0.1 million for the years ended December 31, 2023, 2022 and 2021:

years ended December 31 (in millions)		2023				2022				2021
Unrecognized tax benefits at beginning of year		$	3.6			$	5.4			$	8.2
Gross increases – tax positions in prior years			0.3				—				0.5
Gross decreases – tax positions in prior years			—				—				—
Gross increases – tax positions in current year			0.3				0.2				0.1
Gross decreases – tax positions in current year			—				—				—
Lapse of statute of limitations			**(**3.1	)			(2.0	)			(3.4	)
Unrecognized tax benefits at end of year		$	1.1			$	3.6			$	5.4
Amount that, if recognized, would favorably impact the effective tax rate		$	1.2			$	3.7			$	5.5

Form 10-K ♦ Page 93

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Unrecognized tax benefits are reversed as a discrete event if an examination of applicable tax returns is not initiated by a federal or state tax authority within the statute of limitations or upon effective settlement with federal or state tax authorities. Management believes its accrual for unrecognized tax benefits is sufficient to cover uncertain tax positions reviewed during audits by taxing authorities.

The Company anticipates that it is reasonably possible that its unrecognized tax benefits may decrease up to $0.3 million, excluding interest and correlative effects, during the twelve months ending December 31, 2024, due to the expiration of the statutes of limitations for the 2020 tax year and all prior open tax years.

The Company’s tax years subject to federal, state or foreign examinations are 2019 through 2023.

Note J: Retirement Plans, Postretirement and Postemployment Benefits

The Company sponsors defined benefit retirement plans that cover substantially all employees. Additionally, the Company provides other postretirement benefits for certain employees, including medical benefits for retirees and their spouses and retiree life insurance. Employees starting on or after January 1, 2002 are not eligible for postretirement welfare plans. The Company also provides certain benefits, such as disability benefits, to former or inactive employees after employment but before retirement.

The measurement date for the Company’s defined benefit plans, postretirement benefit plans and postemployment benefit plans is December 31. During 2022, the Company amended its qualified pension plan to provide an enhanced benefit for eligible hourly active participants who retire subsequent to April 30, 2022, which resulted in a remeasurement of the qualified pension plan as of February 28, 2022. The remeasurement increased the defined benefit plans’ unrecognized prior service cost by $47.6 million.

Defined Benefit Retirement Plans. Defined retirement benefits for salaried employees are based on each employee’s years of service and average compensation for a specified period of time before retirement. Defined retirement benefits for hourly employees are generally stated amounts for specified periods of service.

The Company sponsors a Supplemental Excess Retirement Plan (SERP) that generally provides for the payment of retirement benefits in excess of allowable Internal Revenue Code limits. The SERP generally provides for a lump-sum payment of vested benefits. When these benefit payments exceed the sum of the service and interest costs for the SERP during a year, the Company recognizes a pro rata portion of the SERP’s unrecognized actuarial loss as settlement expense.

The net periodic benefit cost of defined benefit plans includes the following components:

years ended December 31 (in millions)		2023				2022				2021
Service cost		$	32.9			$	48.1			$	46.2
Interest cost			51.3				41.2				35.7
Expected return on assets			**(**71.4	)			(77.3	)			(70.5	)
Amortization of:
Prior service cost			5.9				4.9				0.8
Actuarial loss			0.6				3.9				12.2
Settlement charge			—				4.6				—
Net periodic benefit cost		$	19.3			$	25.4			$	24.4

The components of net periodic benefit cost, other than service cost, are included in the line item Other nonoperating income, net, in the consolidated statements of earnings. Based on the roles of the employees, service cost is included in Total cost of revenues or Selling, general and administrative expenses line items in the consolidated statements of earnings.

The expected return on assets is calculated by applying an annually selected expected long-term rate of return assumption to the estimated fair value of the plan assets during the year, giving consideration to contributions and benefits paid.

Form 10-K ♦ Page 94

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The Company recognized the following pretax amounts in consolidated comprehensive earnings:

years ended December 31
(in millions)		2023				2022				2021
Actuarial loss (gain)		$	20.9			$	(114.5	)		$	(67.5	)
Prior service cost			—				48.1				—
Amortization of:
Prior service cost			**(**5.9	)			(4.9	)			(0.8	)
Actuarial loss			**(**0.6	)			(3.9	)			(12.2	)
Settlement charge			—				(4.6	)			—
Total		$	14.4			$	(79.8	)		$	(80.5	)

Accumulated other comprehensive loss includes the following amounts that have not yet been recognized in net periodic benefit cost:

December 31		2023								2022
(in millions)		Gross				Net of tax				Gross				Net of tax
Prior service cost		$	42.4			$	20.0			$	48.2			$	20.3
Actuarial loss			63.4				29.9				43.2				18.2
Total		$	105.8			$	49.9			$	91.4			$	38.5

The defined benefit plans’ change in projected benefit obligation is as follows:

years ended December 31
(in millions)		2023				2022
Net projected benefit obligation at beginning of year		$	857.6			$	1,135.5
Service cost			32.9				48.1
Interest cost			51.3				41.2
Actuarial loss (gain)			72.6				(363.3	)
Gross benefits paid			**(**45.2	)			(52.0	)
Plan amendments			—				48.1
Net projected benefit obligation at end of year		$	969.2			$	857.6

The largest component of the actuarial loss in 2023 was the lower discount rate compared with 2022. The actuarial gain in 2022 was primarily attributable to a higher discount rate compared with 2021.

The Company’s change in plan assets, funded status and amounts recognized on the Company’s consolidated balance sheets are as follows:

years ended December 31
(in millions)		2023				2022
Fair value of plan assets at beginning of year		$	1,067.1			$	1,200.3
Actual return on plan assets, net			123.1				(171.4	)
Employer contributions			31.8				90.2
Gross benefits paid			**(**45.2	)			(52.0	)
Fair value of plan assets at end of year		$	1,176.8			$	1,067.1

December 31
(in millions)		2023				2022
Funded status of the plan at end of year		$	207.6			$	209.5
Accrued benefit credit		$	207.6			$	209.5

Form 10-K ♦ Page 95

Part II ♦ Item 8 – Financial Statements and Supplementary Data

December 31
(in millions)		2023				2022
Amounts recognized on consolidated balance sheets consist of:
Noncurrent asset		$	307.8			$	295.3
Current liability			**(**7.5	)			(6.8	)
Noncurrent liability			**(**92.7	)			(79.0	)
Net amount recognized at end of year		$	207.6			$	209.5

The accumulated benefit obligation for all defined benefit pension plans was $881.9 million and $789.6 million at December 31, 2023 and 2022, respectively.

Benefit obligations and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets are as follows:

December 31
(in millions)		2023				2022
Projected benefit obligation		$	100.7			$	86.3
Accumulated benefit obligation		$	90.9			$	79.5
Fair value of plan assets		$	0.5			$	0.5

Weighted-average assumptions used to determine benefit obligations as of December 31 are:

		2023		2022
Discount rate		5.58**%**		5.88%
Rate of increase in future compensation levels		4.50**%**		4.50%

Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 are:

		2023		2022		2021
Discount rate		5.88**%**		3.44%		3.16%
Rate of increase in future compensation levels		4.50**%**		4.50%		4.50%
Expected long-term rate of return on assets		6.75**%**		6.75%		6.75%

The expected long-term rate of return on pension fund assets is based on the current asset class mix of the Company's pension plan assets, current capital market conditions and a stochastic forecast of future conditions.

As of December 31, 2023 and 2022, the Company estimated the remaining lives of participants in the pension plans using the Pri-2012 Base tables. The no-collar table was used for salaried participants and the blue-collar table was used for hourly participants; the tables were adjusted to reflect both the mortality experience of the Company’s participants and a geospatial mortality analysis. These adjustments were updated from December 31, 2022, where the Pri-2012 tables were only adjusted based on the experience of the Company's participants. The Company used the MP-2020 mortality improvement scale for 2023 and 2022.

Retirement plan assets are invested in listed stocks, bonds, real estate, private infrastructure and cash equivalents. The target allocation for 2023 and the actual pension plan asset allocation by asset class are as follows:

	Percentage of Plan Assets
		2023
		Target		December 31
Asset Class		Allocation		2023		2022
Equity securities		56%		53**%**		54%
Debt securities		28%		27**%**		24%
Real estate		10%		12**%**		14%
Private infrastructure		6%		8**%**		8%
Total		100%		100**%**		100%

Form 10-K ♦ Page 96

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The Company’s investment strategy is for equity securities to be invested in mid-sized to large capitalization U.S. funds, and small capitalization, international and emerging growth funds. Debt securities, or fixed income investments, are invested in funds benchmarked to the Barclays U.S. Aggregate Bond Index.

The fair values of pension plan assets by asset class and fair value hierarchy level are as follows:

	Fair Value Measurements
December 31		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Net Asset Value				Total Fair Value
(in millions)		2023
Equity securities1:
Mid-sized to large cap		$	—			$	—			$	—			$	307.2			$	307.2
Small cap, international and emerging growth funds			—				—				—				319.5				319.5
Debt securities1:
Core fixed income			—				—				—				319.2				319.2
Real estate			—				—				—				136.7				136.7
Private infrastructure			—				—				—				90.2				90.2
Cash equivalents			—				—				—				4.0				4.0
Total		$	—			$	—			$	—			$	1,176.8			$	1,176.8
		2022
Equity securities1:
Mid-sized to large cap		$	—			$	—			$	—			$	291.6			$	291.6
Small cap, international and emerging growth funds			—				—				—				287.2				287.2
Debt securities1:
Core fixed income			—				—				—				249.1				249.1
Real estate			—				—				—				151.5				151.5
Private infrastructure			—				—				—				83.1				83.1
Cash equivalents			0.2				—				—				4.4				4.6
Total		$	0.2			$	—			$	—			$	1,066.9			$	1,067.1

These investments are common collective investment trusts valued using the net asset value (NAV) unit price provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund.

Real estate investments are stated at estimated fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Real estate investments are valued at NAV based on the plan’s proportionate shares of the real estate funds’ fair value as recorded by the trustees/general partner of the funds. The funds are real estate investment trust based funds that offer participation in an actively managed, primarily core portfolio of equity real estate. The funds allocate gains, losses and expenses to investors based on the ownership percentage to determine the NAV. Private infrastructure assets represent investments in a fund that is stated at fair value. For financial assets in the fund that are actively traded in organized financial markets, fair value is based on exchange-quoted market prices. For investments in a fund for which there is no quoted market price, fair value is determined by the trustees/general partner of the fund based on discounted expected future cash flows prepared by third-party professionals.

In 2023 and 2022, the Company made combined pension plan and SERP contributions of $31.8 million and $90.2 million, respectively. The Company currently estimates that it will contribute $32.7 million to its pension plans in 2024.

Form 10-K ♦ Page 97

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The expected benefit payments to be paid from plan assets for each of the next five years and the five-year period thereafter are as follows:

(in millions)
2024		$	50.0
2025		$	66.3
2026		$	58.8
2027		$	62.3
2028		$	64.7
Years 2029 - 2033		$	341.3

Postretirement Benefits*.* The net periodic benefit credit for postretirement plans includes the following components:

years ended December 31
(in millions)		2023				2022				2021
Interest cost		$	0.5			$	0.4			$	0.3
Amortization of:
Prior service credit			**(**0.3	)			(0.9	)			(0.8	)
Actuarial gain			**(**0.6	)			(0.2	)			(0.1	)
Total net periodic benefit credit		$	**(**0.4	)		$	(0.7	)		$	(0.6	)

The components of net periodic benefit credit, other than service cost, are included in the line item Other nonoperating income, net, in the consolidated statements of earnings.

The Company recognized the following pretax amounts in consolidated comprehensive earnings:

years ended December 31
(in millions)		2023				2022				2021
Actuarial gain		$	**(**0.1	)		$	(2.0	)		$	(0.6	)
Amortization of:
Prior service credit			0.3				0.9				0.8
Actuarial gain			0.6				0.2				0.1
Total		$	0.8			$	(0.9	)		$	0.3

Accumulated other comprehensive loss includes the following amounts that have not yet been recognized in net periodic benefit credit:

December 31		2023								2022
(in millions)		Gross				Net of tax				Gross				Net of tax
Prior service credit		$	**(**0.4	)		$	**(**0.2	)		$	(0.7	)		$	(0.3	)
Actuarial gain			**(**3.7	)			**(**1.7	)			(4.1	)			(1.7	)
Total		$	**(**4.1	)		$	**(**1.9	)		$	(4.8	)		$	(2.0	)

The postretirement health care plans’ change in benefit obligation is as follows:

years ended December 31
(in millions)		2023				2022
Net benefit obligation at beginning of year		$	8.9			$	11.4
Interest cost			0.5				0.4
Participants’ contributions			0.7				0.6
Actuarial gain			**(**0.1	)			(1.9	)
Gross benefits paid			**(**1.7	)			(1.6	)
Net benefit obligation at end of year		$	8.3			$	8.9

Form 10-K ♦ Page 98

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The postretirement health care plans’ change in plan assets, funded status and amounts recognized on the Company’s consolidated balance sheets are as follows:

years ended December 31
(in millions)		2023				2022
Fair value of plan assets at beginning of year		$	—			$	—
Employer contributions			1.0				1.0
Participants’ contributions			0.7				0.6
Gross benefits paid			**(**1.7	)			(1.6	)
Fair value of plan assets at end of year		$	—			$	—

December 31
(in millions)		2023				2022
Funded status of the plan at end of year		$	**(**8.3	)		$	(8.9	)
Accrued benefit cost		$	**(**8.3	)		$	(8.9	)

December 31
(in millions)		2023				2022
Amounts recognized on consolidated balance sheets consist of:
Current liability		$	**(**1.0	)		$	(1.0	)
Noncurrent liability			**(**7.3	)			(7.9	)
Net amount recognized at end of year		$	**(**8.3	)		$	(8.9	)

Weighted-average assumptions used to determine the postretirement benefit obligation as of December 31 are:

		2023		2022
Discount rate		5.79**%**		6.02%

Weighted-average assumptions used to determine net postretirement benefit credit for the years ended December 31 are:

		2023		2022		2021
Discount rate		6.02**%**		3.02%		2.48%

As of December 31, 2023 and 2022, the Company estimated the remaining lives of participants in the postretirement benefit plans using the Pri-2012 Base tables. The no-collar table was used for salaried participants and the blue-collar table was used for hourly participants; both tables were adjusted to reflect the experience of the Company’s participants. The Company used the MP-2020 mortality improvement scale for 2023 and 2022.

Assumed health care cost trend rates at December 31 are:

		2023		2022
Health care cost trend rate assumed for next year		6.50**%**		6.75%
Rate to which the cost trend rate gradually declines		4.75**%**		4.75%
Year the rate reaches the ultimate rate		2031		2031

The Company estimates that it will contribute $1.0 million to its postretirement health care plans in 2024.

The total expected benefit payments to be paid by the Company, net of participant contributions, for each of the next five years and the five-year period thereafter are as follows:

(in millions)
2024		$	1.0
2025		$	1.2
2026		$	1.1
2027		$	1.0
2028		$	0.9
Years 2029 - 2033		$	3.8

Form 10-K ♦ Page 99

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Defined Contribution Plan*.* The Company maintains a defined contribution plan that covers substantially all employees. This plan, qualified under Section 401(a) of the Internal Revenue Code, is a retirement savings and investment plan for the Company’s salaried and hourly employees**.** Under certain provisions of the plan, the Company matches employees’ eligible contributions at established rates. The Company’s matching obligations were $22.3 million in 2023, $23.1 million in 2022 and $20.5 million in 2021.

Note K: Stock-Based Compensation

On May 19, 2016, the Company’s shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan. The Martin Marietta Materials, Inc. Stock-Based Award Plan, as amended from time to time, along with the Amended Omnibus Securities Award Plan, originally approved in 1994 (collectively, the Plans), are still effective for awards made prior to 2017. The Company has been authorized by the Board of Directors to repurchase shares of the Company’s common stock for issuance under the stock-based award plans (see Note M).

The Company grants restricted stock awards under the Plans to a group of executive officers, key personnel and nonemployee members of the Board of Directors. The vesting of certain restricted stock awards is based on certain performance criteria over a specified period of time. The number of shares may be increased to the maximum or reduced to the minimum threshold based on the results of those criteria. In addition, certain awards are granted to individuals to encourage retention and motivate key employees. These awards generally vest if the employee is continuously employed over a specified period of time and require no payment from the employee. Awards granted to nonemployee members of the Board of Directors vest immediately.

The fair value of stock-based award grants is expensed over the vesting period. Awards to employees eligible for retirement prior to the award becoming fully vested are expensed over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. Awards granted to nonemployee members of the Board of Directors are expensed immediately.

Additionally, an incentive compensation stock plan has been adopted under the Plans whereby certain participants may elect to use up to 50% of their annual incentive compensation to acquire units representing shares of the Company’s common stock at a 20% discount to the market value on the date of the incentive compensation award. Participants receive unrestricted shares of common stock in an amount equal to their respective units generally at the end of a 34-month period of additional employment from the date of award or at retirement beginning at age 62. All rights of ownership of the common stock convey to the participants upon the issuance of their respective shares at the end of the ownership-vesting period.

The following table summarizes information for restricted stock awards and incentive compensation stock awards for 2023:

		Restricted Stock - Service Based								Restricted Stock - Performance Based								Incentive Compensation Stock
		Number of Awards				Weighted- Average Grant-Date Fair Value				Number of Awards				Weighted- Average Grant-Date Fair Value				Number of Awards				Weighted- Average Grant-Date Fair Value
January 1, 2023			215,644			$	272.86				103,795			$	339.17				32,149			$	341.72
Awarded			60,982			$	369.18				33,103			$	392.73				4,012			$	362.08
Distributed			(59,184	)		$	305.80				(70,370	)		$	266.97				(18,835	)		$	325.48
Forfeited			(6,799	)		$	341.96				(1,626	)		$	371.00				—			$	—
Adjustment for performance			—			$	—				33,248			$	266.97				—			$	—
December 31, 2023			210,643			$	289.26				98,150			$	384.02				17,326			$	364.09

The weighted-average grant-date fair value per share of service-based restricted stock awards granted during 2023, 2022 and 2021 was $369.18, $362.77 and $342.11, respectively. The weighted-average grant-date fair value per share of performance-based restricted stock awards granted during 2023, 2022 and 2021 was $392.73, $406.99 and $352.52, respectively. The weighted-average grant-date fair value per share of incentive compensation stock awards granted during 2023, 2022 and 2021 was $362.08, $369.05 and $325.30, respectively.

The aggregate intrinsic values for unvested restricted stock awards and unvested incentive compensation stock awards at December 31, 2023 were $154.1 million and $3.6 million, respectively, and were based on the closing price of the Company’s common stock at December 31, 2023, which was $498.91. The aggregate intrinsic values of restricted stock awards distributed during the years ended December 31, 2023, 2022 and 2021 were $47.6 million, $64.5 million and $41.1 million, respectively. The aggregate intrinsic values of incentive compensation stock awards distributed during the years ended December 31, 2023, 2022

Form 10-K ♦ Page 100

Part II ♦ Item 8 – Financial Statements and Supplementary Data

and 2021 were $3.9 million, $3.1 million and $4.9 million, respectively. The aggregate intrinsic values for distributed awards were based on the closing prices of the Company’s common stock on the dates of distribution.

Prior to 2016, under the Plans, the Company granted options to employees to purchase its common stock at a price equal to the closing market value at the date of grant. Options become exercisable in four annual installments beginning one year after date of grant. Outstanding options expire ten years after the grant date.

The following table includes summary information for stock options as of December 31, 2023:

		Number of Options				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (years)
Outstanding at January 1, 2023			15,283			$	136.55
Exercised			(9,180	)		$	131.50
Outstanding at December 31, 2023			6,103			$	144.14				1.1
Exercisable at December 31, 2023			6,103			$	144.14				1.1

The aggregate intrinsic values of options exercised during the years ended December 31, 2023, 2022 and 2021 were $2.6 million, $1.3 million and $2.3 million, respectively, and were based on the closing prices of the Company’s common stock on the dates of exercise. The aggregate intrinsic values for options outstanding and exercisable at December 31, 2023 were $2.2 million and were based on the closing price of the Company’s common stock at December 31, 2023, which was $498.91.

At December 31, 2023, there were approximately 0.4 million awards available for grant under the Plans. In 2016, the Company’s shareholders approved the issuance of an additional 0.8 million shares of common stock under the Plans.

In 1996, the Company adopted the Shareholder Value Achievement Plan to award shares of the Company’s common stock to key senior employees based on certain common stock performance criteria over a long-term period. Under the terms of this plan, 0.3 million shares of common stock were reserved for issuance. Through December 31, 2023, 42,025 shares have been issued under this plan. No awards have been granted under this plan since 2000.

The Company adopted and the shareholders approved the Common Stock Purchase Plan for Directors in 1996, which provides nonemployee members of the Board of Directors the election to receive all or a portion of their total fees in the form of the Company’s common stock. Beginning in 2016, members of the Board of Directors were not required to defer any of their fees in the form of the Company’s common stock. Under the terms of this plan, 0.3 million shares of common stock were reserved for issuance. Nonemployee members of the Board of Directors elected to defer portions of their fees representing 1,333, 1,767 and 1,686 shares of the Company’s common stock under this plan during 2023, 2022 and 2021, respectively.

The following table summarizes stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021, unrecognized compensation cost for nonvested awards at December 31, 2023 and the weighted-average period over which unrecognized compensation cost will be recognized:

(in millions, except year data)		Restricted Stock				Incentive Compensation Stock				Directors’ Fees Paid in Stock				Total
Stock-based compensation expense recognized for years ended December 31:
2023		$	48.7			$	0.8			$	0.5			$	50.0
2022		$	41.0			$	1.1			$	0.6			$	42.7
2021		$	41.4			$	1.0			$	0.6			$	43.0
Unrecognized compensation cost at December 31, 2023		$	39.5			$	0.4			$	—			$	39.9
Weighted-average period over which unrecognized compensation cost will be recognized		1.8 years				1.3 years

Form 10-K ♦ Page 101

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Total tax benefits related to stock-based compensation expense were $8.6 million, $7.6 million and $7.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The following presents expected stock-based compensation expense in future periods for outstanding awards as of December 31, 2023:

(in millions)
2024		$	28.2
2025			9.1
2026			1.8
2027			0.7
2028			0.1
Total		$	39.9

Stock-based compensation expense is included in Selling, general and administrative expenses in the Company’s consolidated statements of earnings.

Note L: Leases

The Company has leases, primarily for equipment, railcars, fleet vehicles, office space, land, information technology equipment and software. The Company’s leases have remaining lease terms ranging from less than one year to 96 years, some of which may include options to extend the leases for up to 30 years, and some of which may include options to terminate the leases within one year.

Certain of the Company’s lease agreements include payments based upon variable rates, including, but not limited to, hours used, tonnage processed and factors related to indices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease cost are as follows:

years ended December 31 (in millions)		2023				2022				2021
Operating lease cost		$	76.5			$	73.1			$	72.9
Finance lease cost:
Amortization of right-of-use assets			21.2				18.3				14.3
Interest on lease liabilities			4.8				4.4				3.5
Variable lease cost			18.5				16.5				17.9
Short-term lease cost			46.2				45.2				32.3
Total lease cost		$	167.2			$	157.5			$	140.9

The Company has royalty agreements that are prescriptively excluded from the scope of ASC 842 and generally require royalty payments based on tons produced, tons sold or total sales dollars and also contain minimum payments. Royalty expense was $86.2 million, $78.2 million and $67.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Form 10-K ♦ Page 102

Part II ♦ Item 8 – Financial Statements and Supplementary Data

The balance sheet classifications of operating and finance leases are as follows:

December 31 (in millions)		2023				2022
Operating leases:
Operating lease right-of-use assets		$	371.6			$	383.5
Current operating lease liabilities		$	53.3			$	52.1
Noncurrent operating lease liabilities			326.7				335.9
Total operating lease liabilities		$	380.0			$	388.0
Finance leases:
Property, plant and equipment		$	253.5			$	236.9
Accumulated depreciation			**(**58.8	)			(39.4	)
Property, plant and equipment, net		$	194.7			$	197.5
Other current liabilities		$	20.1			$	17.8
Other noncurrent liabilities			179.5				182.1
Total finance lease liabilities		$	199.6			$	199.9

The incremental borrowing rate ranged from 0.0% to 6.0% for the years ended December 31, 2023 and 2022. Weighted-average remaining lease terms and discount rates are as follows:

December 31		2023		2022
Weighted-average remaining lease terms (years):
Operating leases	11.7		12.2
Finance leases	18.3		19.1
Weighted-average discount rates:
Operating leases	4.3**%**		4.0%
Finance leases	2.6**%**		2.3%

Future lease payments as of December 31, 2023 are as follows:

		Operating				Finance
(in millions)		Leases				Leases
2024		$	69.1			$	25.0
2025			60.8				21.1
2026			52.2				13.9
2027			42.1				12.8
2028			36.4				12.0
Thereafter			254.3				171.5
Total lease payments			514.9				256.3
Less: imputed interest			(119.4	)			(55.9	)
Present value of lease payments			395.5				200.4
Less: leases classified as held for sale			(15.5	)			(0.8	)
Less: current lease obligations			(53.3	)			(20.1	)
Total long-term lease obligations		$	326.7			$	179.5

Note M: Shareholders’ Equity

The authorized capital structure of the Company includes 100.0 million shares of common stock, with a par value of $0.01 per share. At December 31, 2023, approximately 1.1 million common shares were reserved for issuance under stock-based award plans.

Form 10-K ♦ Page 103

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Pursuant to authority granted by its Board of Directors, the Company can repurchase up to 20.0 million shares of common stock. During each of 2023 and 2022, the Company repurchased 0.4 million shares of common stock. The Company made no share repurchases during 2021. Future share repurchases are at the discretion of management. At December 31, 2023, 12.7 million shares of common stock were remaining under the Company’s repurchase authorization.

Note N: Commitments and Contingencies

Legal and Administrative Proceedings. The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently available facts, the likelihood is remote that the ultimate outcome of any litigation and other proceedings, including those pertaining to environmental matters (see Note A), relating to the Company and its subsidiaries, will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position.

Asset Retirement Obligations. The Company incurs reclamation and teardown costs as part of its mining and production processes. Estimated future obligations are discounted to their present value and accreted to their projected future obligations via charges to operating expenses. Additionally, the fixed assets recorded concurrently with the liabilities are depreciated over the period until retirement activities are expected to occur. Total accretion and depreciation expenses for 2023, 2022 and 2021 were $17.1 million, $15.5 million and $11.9 million, respectively, and are included in Other operating income, net, in the consolidated statements of earnings.

The following shows the changes in asset retirement obligations:

years ended December 31 (in millions)		2023				2022				2021
Balance at beginning of year		$	380.0			$	306.8			$	153.8
Accretion expense			10.9				10.6				7.2
Liabilities incurred and liabilities assumed in business combinations			33.8				78.6				179.0
Liabilities settled			**(**27.7	)			(14.1	)			(5.2	)
Revisions in estimated cash flows			**(**12.5	)			(3.1	)			3.5
Liabilities reclassified from/(to) assets held for sale			15.8				1.2				(31.5	)
Balance at end of year		$	400.3			$	380.0			$	306.8

Other Environmental Matters. The Company’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety, and other regulatory matters. Certain of the Company’s operations may, from time to time, involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company’s operations, and such permits are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental remediation liability is inherent in the operation of the Company’s businesses, as it is with other companies engaged in similar businesses. The Company has no material provisions for environmental remediation liabilities and does not believe such liabilities will have a material adverse effect on the Company in the future.

Insurance Reserves. At December 31, 2023 and 2022, reserves of $46.9 million and $48.2 million, respectively, were recorded for insurance claims.

Letters of Credit. In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At December 31, 2023, the Company was contingently liable for $32.2 million in letters of credit.

Surety Bonds. At December 31, 2023, the Company was contingently liable for $698.3 million in surety bonds required by certain states and municipalities and their related agencies. The bonds are provided in the normal course of business and are principally for certain insurance claims, construction contracts, reclamation obligations and mining permits guaranteeing the Company’s own performance. The Company has indemnified the underwriting insurance company against any exposure under the surety bonds. In the Company’s past experience, no material claims have been made against these financial instruments.

Borrowing Arrangement with Affiliate. At December 31, 2022, the Company had a $6.0 million interest-only note receivable outstanding from an unconsolidated affiliate. The note receivable was repaid in full by the unconsolidated affiliate during 2023.

Form 10-K ♦ Page 104

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Purchase Commitments. The Company had purchase commitments for property, plant and equipment of $162.1 million as of December 31, 2023. The Company also had other purchase obligations related to energy and service contracts of $233.1 million as of December 31, 2023. The Company’s contractual purchase commitments as of December 31, 2023 are as follows:

(in millions)
2024		$	247.2
2025			39.1
2026			28.7
2027			14.1
2028			14.4
Thereafter			51.7
Total		$	395.2

Of the total contractual purchase commitments, $50.7 million was for the Company's South Texas cement business and related ready mixed concrete operations that are classified as assets held for sale as of December 31, 2023.

Capital expenditures in 2023, 2022 and 2021 that were purchase commitments as of the prior year end were $111.4 million, $89.6 million and $99.0 million, respectively.

Additionally, the Company has a purchase commitment for 394 railcars at an aggregate value of $42.7 million as of December 31, 2023.

Contracts of Affreightment and Royalty Commitments. Future minimum contracts of affreightment and royalty commitments for all noncancelable agreements that are not accounted for as leases on the Company’s consolidated balance sheet as of December 31, 2023 are as follows:

(in millions)		Contracts of Affreightment				Royalty Commitments
2024		$	16.9			$	26.4
2025			17.1				14.1
2026			17.4				11.7
2027			17.7				11.2
2028			—				8.0
Thereafter			—				77.4
Total		$	69.1			$	148.8

Employees. Approximately 12% of the Company’s employees are represented by a labor union. All such employees are hourly employees. The Company maintains collective bargaining agreements relating to the union employees within the Building Materials business and Magnesia Specialties segment. All of the hourly employees of the Magnesia Specialties segment, located in Manistee, Michigan, and Woodville, Ohio, are represented by labor unions. The Woodville collective bargaining agreement expires in June 2026. The Manistee collective bargaining agreement expires in August 2027.

Note O: Segments

As of December 31, 2023, the Building Materials business is comprised of four divisions that represent individual operating segments. These operating segments are consolidated into two reportable segments, the East Group and the West Group, for financial reporting purposes as they meet the aggregation criteria. The Magnesia Specialties business represents an individual operating and reportable segment. The accounting policies used for segment reporting are the same as those described in Note A.

The Chief Operating Decision Maker’s evaluation of performance and allocation of resources are based primarily on earnings from operations. Segment earnings from operations include total revenues less cost of revenues; selling, general and administrative expenses; other operating income and expenses, net; and exclude interest income and expense; other nonoperating income and expenses, net; and income tax expense. Corporate loss from operations primarily includes depreciation; expenses for corporate administrative functions; acquisition, divestiture and integration expenses; and other nonrecurring income and expenses not attributable to operations of the Company's other operating segments.

Form 10-K ♦ Page 105

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Assets employed by segment include assets directly identified with those operations. Corporate assets consist primarily of cash, cash equivalents and restricted cash; restricted investments; property, plant and equipment for corporate operations; and other assets not directly identifiable with a reportable segment.

The following tables display selected financial data for the Company’s reportable segments. Total revenues, as presented on the consolidated statements of earnings, reflect the elimination of intersegment revenues, which represent sales from one segment to another segment. Total revenues and earnings (loss) from operations reflect continuing operations only.

years ended December 31 (in millions)Total revenues		2023				2022				2021
East Group		$	2,763.4			$	2,468.1			$	2,303.0
West Group			3,698.4				3,388.6				2,812.3
Total Building Materials business			6,461.8				5,856.7				5,115.3
Magnesia Specialties			315.4				304.0				298.7
Total		$	6,777.2			$	6,160.7			$	5,414.0

years ended December 31(in millions)Earnings (Loss) from operations		2023				2022				2021
East Group		$	857.1			$	640.2			$	621.7
West Group			777.1				588.1				385.2
Total Building Materials business			1,634.2				1,228.3				1,006.9
Magnesia Specialties			76.0				75.2				90.8
Total reportable segments			1,710.2				1,303.5				1,097.7
Corporate			**(**114.2	)			(96.8	)			(123.9	)
Consolidated earnings from operations			1,596.0				1,206.7				973.8
Interest expense			165.3				169.0				142.7
Other nonoperating income, net			**(**62.1	)			(53.4	)			(24.4	)
Consolidated earnings from continuing operations before income tax expense		$	1,492.8			$	1,091.1			$	855.5

Earnings from operations for the West Group included a nonrecurring gain on divestiture of $151.9 million in 2022.

December 31 (in millions) Assets employed		2023				2022				2021
East Group		$	5,131.1			$	5,063.5			$	5,009.0
West Group			7,696.7				7,908.4				8,264.8
Total Building Materials business			12,827.8				12,971.9				13,273.8
Magnesia Specialties			250.0				192.1				168.7
Total reportable segments			13,077.8				13,164.0				13,442.5
Corporate			2,047.1				1,829.6				950.5
Total		$	15,124.9			$	14,993.6			$	14,393.0

Form 10-K ♦ Page 106

Part II ♦ Item 8 – Financial Statements and Supplementary Data

years ended December 31(in millions)Depreciation, depletion and amortization		2023				2022				2021
East Group		$	210.1			$	210.4			$	196.0
West Group			268.0				260.6				223.0
Total Building Materials business			478.1				471.0				419.0
Magnesia Specialties			12.5				12.2				12.3
Total reportable segments			490.6				483.2				431.3
Corporate			22.6				22.8				20.4
Total		$	513.2			$	506.0			$	451.7

Corporate depreciation, depletion and amortization included $5.9 million, $6.6 million and $5.2 million for the amortization of bond discount and debt issuance costs in 2023, 2022 and 2021, respectively.

years ended December 31(in millions)Total property additions, including the impact of acquisitions		2023				2022				2021
East Group		$	230.8			$	189.1			$	372.9
West Group			341.7				302.2				1,131.6
Total Building Materials business			572.5				491.3				1,504.5
Magnesia Specialties			39.3				32.0				8.2
Total reportable segments			611.8				523.3				1,512.7
Corporate			14.4				21.1				28.8
Total		$	626.2			$	544.4			$	1,541.5

years ended December 31(in millions)Property additions through acquisitions		2023				2022				2021
East Group		$	—			$	—			$	169.2
West Group			—				2.5				918.3
Total Building Materials business			—				2.5				1,087.5
Magnesia Specialties			—				—				—
Total reportable segments			—				2.5				1,087.5
Corporate			—				—				—
Total		$	—			$	2.5			$	1,087.5

Form 10-K ♦ Page 107

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Note P: Revenues and Gross Profit

The following tables, which are reconciled to consolidated amounts, provide total revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Magnesia Specialties. Interproduct revenues represent sales from the aggregates product line to the ready mixed concrete and asphalt and paving product lines and sales from the cement product line to the ready mixed concrete product line. Total revenues and gross profit (loss) reflect continuing operations only.

years ended December 31 (in millions)Total revenues		2023				2022				2021
Building Materials business:
Aggregates		$	4,301.6			$	3,879.0			$	3,344.3
Cement			725.5				620.0				509.3
Ready mixed concrete			1,009.3				953.2				1,147.5
Asphalt and paving			887.1				787.9				517.9
Less: interproduct revenues			**(**461.7	)			(383.4	)			(403.7	)
Total Building Materials business			6,461.8				5,856.7				5,115.3
Magnesia Specialties			315.4				304.0				298.7
Consolidated total revenues		$	6,777.2			$	6,160.7			$	5,414.0
years ended December 31(in millions)Gross profit (loss)		2023				2022				2021
Building Materials business:
Aggregates		$	1,378.1			$	983.8			$	907.6
Cement			333.6				202.7				155.9
Ready mixed concrete			102.0				70.7				96.5
Asphalt and paving			109.0				81.0				79.9
Total Building Materials business			1,922.7				1,338.2				1,239.9
Magnesia Specialties:			97.1				90.9				106.5
Corporate			2.8				(5.8	)			2.0
Consolidated gross profit		$	2,022.6			$	1,423.3			$	1,348.4

Domestic and foreign total revenues are as follows:

years ended December 31 (in millions)		2023				2022				2021
Domestic		$	6,707.2			$	6,077.6			$	5,338.5
Foreign			70.0				83.1				75.5
Consolidated total revenues		$	6,777.2			$	6,160.7			$	5,414.0

Performance Obligations. Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Performance obligations within paving service agreements are satisfied over time, primarily ranging from one day to two years. Customer payment terms are generally 30 days from invoice date. Customer payments for the paving operations are based on a contractual billing schedule and are due 30 days from invoice date.

Future revenues from unsatisfied performance obligations at December 31, 2023, 2022 and 2021 were $250.5 million, $239.2 million and $153.9 million, respectively, where the remaining periods to complete these obligations ranged from one month to 22 months at December 31, 2023, two months to 34 months at December 31, 2022 and three months to 12 months at December 31, 2021.

Service Revenues. Service revenues, which include paving operations located in California and Colorado, were $410.7 million, $353.7 million and $259.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Form 10-K ♦ Page 108

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Contract Balances. Costs in excess of billings relate to the conditional right to consideration for completed contractual performance and are contract assets on the consolidated balance sheets. Costs in excess of billings are reclassified to accounts receivable when the right to consideration becomes unconditional. Billings in excess of costs relate to customers invoiced in advance of contractual performance and are contract liabilities on the consolidated balance sheets. The following table presents information about the Company’s contract balances:

December 31
(in millions)		2023				2022
Costs in excess of billings		$	5.3			$	5.1
Billings in excess of costs		$	10.3			$	10.5

Revenues recognized from the beginning balance of contract liabilities for the years ended December 31, 2023 and 2022 were $10.3 million and $7.7 million, respectively.

Retainage. Retainage, which primarily relates to the paving services, represents amounts that have been billed to customers but payment withheld until final acceptance of the performance obligation by the customer. Included in Other current assets on the Company’s consolidated balance sheets, retainage was $16.6 million and $13.4 million at December 31, 2023 and 2022, respectively.

Note Q: Supplemental Cash Flow Information

Noncash investing and financing activities are as follows:

years ended December 31
(in millions)		2023				2022				2021
Accrued liabilities for purchases of property, plant and equipment		$	128.4			$	152.4			$	92.4
Right-of-use assets obtained in exchange for new operating lease liabilities		$	63.4			$	27.2			$	65.6
Right-of-use assets obtained in exchange for new finance lease liabilities		$	21.9			$	11.7			$	202.3
Remeasurement of operating lease right-of-use assets		$	10.3			$	(2.9	)		$	(12.8	)
Remeasurement of finance lease right-of-use assets		$	—			$	(12.6	)		$	—
Acquisition of assets through asset exchange		$	5.2			$	—			$	—
Accounts payable relieved in connection with sale of property, plant and equipment		$	0.7			$	—			$	—

Supplemental disclosures of cash flow information are as follows:

years ended December 31
(in millions)		2023				2022				2021
Cash paid for interest, net of amount capitalized		$	158.9			$	164.7			$	104.9
Cash paid for income taxes		$	291.5			$	200.6			$	102.9
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases		$	76.6			$	78.6			$	71.8
Operating cash flows used for finance leases		$	4.8			$	4.5			$	3.5
Financing cash flows used for finance leases		$	17.6			$	15.0			$	11.1

Note R: Other Operating Income, Net

Other operating income, net, is comprised generally of gains and losses on the sale of assets; recoveries and losses related to certain customer accounts receivable; rental, royalty and services income; accretion expense; depreciation expense; and gains and losses related to asset retirement obligations. These net amounts represented income of $28.4 million, $189.2 million and $34.3 million in 2023, 2022 and 2021, respectively. In 2023, other operating income, net, included $19.5 million of gains on land sales. In 2022, other operating income, net, included a $151.9 million pretax gain on the divestiture of the Colorado and Central Texas ready mixed concrete operations. For 2021, other operating income, net, included $21.6 million of gains on land sales and divested assets, including the Company’s former corporate headquarters.

Form 10-K ♦ Page 109

Part II ♦ Item 8 – Financial Statements and Supplementary Data

Note S: Other Nonoperating Income, Net

Other nonoperating income, net, is comprised generally of interest income; foreign currency transaction gains and losses; pension and postretirement benefit cost (excluding service cost); net equity earnings from nonconsolidated investments and other miscellaneous income and expenses. Other nonoperating income, net, was $62.1 million, $53.4 million and $24.4 million in 2023, 2022 and 2021, respectively. In 2023, other nonoperating income, net, included $46.7 million of interest income and $8.9 million of third-party railroad track maintenance expense. In 2022, other nonoperating income, net, included $13.6 million of interest income, a $12.0 million pretax gain related to the repurchase of the Company's debt and $8.2 million of third-party railroad track maintenance expense. In 2021, other nonoperating income, net, included $7.7 million of third-party railroad track maintenance expense.

Form 10-K ♦ Page 110

Part II ♦ Item 9A – Controls and Procedures