Martin Marietta Materials 10-Q 2023-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	56-1848578
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4123 Parklake Avenue**,** Raleigh**,** NC	27612
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 781-4550

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		MLM		The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class		Outstanding as of October 27, 2023
Common Stock, $0.01 par value		61,807,161

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – September 30, 2023 and December 31, 2022		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three and Nine Months Ended September 30, 2023 and 2022		4
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2023 and 2022		5
Consolidated Statements of Total Equity – Three and Nine Months Ended September 30, 2023 and 2022		6
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		37
Item 4. Controls and Procedures		38
Part II. Other Information:
Item 1. Legal Proceedings		39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 4. Mine Safety Disclosures		39
Item 5. Other Information		39
Item 6. Exhibits		40
Signatures		41

Page 2 of 41

PART I. FINANCIAL INFORMATION

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2023				2022
		(In Millions, Except Share And Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents		$	647.6			$	358.0
Restricted cash			—				0.8
Restricted investments (to satisfy discharged debt and related interest)			—				704.6
Accounts receivable, net			1,047.5				785.9
Inventories, net			993.1				873.7
Current assets held for sale			45.8				73.2
Other current assets			83.4				80.7
Total Current Assets			2,817.4				2,876.9
Property, plant and equipment			11,010.8				10,661.0
Allowances for depreciation, depletion and amortization			(4,658.1	)			(4,344.3	)
Net property, plant and equipment			6,352.7				6,316.7
Goodwill			3,649.5				3,649.5
Other intangibles, net			826.8				847.8
Operating lease right-of-use assets, net			374.9				383.5
Noncurrent assets held for sale			307.3				372.5
Other noncurrent assets			589.2				546.7
Total Assets		$	14,917.8			$	14,993.6
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable		$	342.2			$	385.0
Accrued salaries, benefits and payroll taxes			84.5				71.6
Accrued other taxes			76.9				55.4
Accrued interest			40.0				42.8
Current maturities of long-term debt, including discharged debt			399.5				699.1
Current operating lease liabilities			51.5				52.1
Current liabilities held for sale			1.3				4.5
Other current liabilities			145.2				135.1
Total Current Liabilities			1,141.1				1,445.6
Long-term debt			3,944.7				4,340.9
Deferred income taxes, net			913.5				914.3
Noncurrent operating lease liabilities			330.0				335.9
Noncurrent liabilities held for sale			20.1				21.8
Noncurrent asset retirement obligations			378.4				377.7
Other noncurrent liabilities			385.2				384.6
Total Liabilities			7,113.0				7,820.8
Equity:
Common stock, par value $0.01 per share (61,807,161 shares and 62,102,353 shares outstanding at September 30, 2023 and December 31, 2022, respectively)			0.6				0.6
Preferred stock, par value $0.01 per share			—				—
Additional paid-in capital			3,511.2				3,489.0
Accumulated other comprehensive loss			(35.3	)			(38.5	)
Retained earnings			4,326.0				3,719.4
Total Shareholders' Equity			7,802.5				7,170.5
Noncontrolling interests			2.3				2.3
Total Equity			7,804.8				7,172.8
Total Liabilities and Equity		$	14,917.8			$	14,993.6

See accompanying notes to the consolidated financial statements.

Page 3 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
		(In Millions, Except Per Share Data)
Total Revenues		$	1,994.1			$	1,811.7			$	5,169.0			$	4,684.2
Total Cost of Revenues			1,318.1				1,323.9				3,629.8				3,615.1
Gross Profit			676.0				487.8				1,539.2				1,069.1
Selling, general and administrative expenses			108.1				94.9				324.1				296.0
Acquisition and integration expenses			3.3				1.8				4.5				6.1
Other operating income, net			(2.0	)			(14.8	)			(15.3	)			(177.4	)
Earnings from Operations			566.6				405.9				1,225.9				944.4
Interest expense			40.8				42.8				125.1				126.4
Other nonoperating income, net			(14.3	)			(7.3	)			(49.2	)			(40.1	)
Earnings from continuing operations before income tax expense			540.1				370.4				1,150.0				858.1
Income tax expense			109.9				79.2				237.4				189.4
Earnings from continuing operations			430.2				291.2				912.6				668.7
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense			(13.6	)			4.1				(25.8	)			14.3
Consolidated net earnings			416.6				295.3				886.8				683.0
Less: Net (loss) earnings attributable to noncontrolling interests			(0.1	)			—				0.4				(0.2	)
Net Earnings Attributable to Martin Marietta		$	416.7			$	295.3			$	886.4			$	683.2
Consolidated Comprehensive Earnings (Loss) (See Note 1):
Earnings attributable to Martin Marietta		$	417.1			$	298.3			$	889.6			$	655.7
(Loss) Earnings attributable to noncontrolling interests			(0.1	)			—				0.4				(0.2	)
		$	417.0			$	298.3			$	890.0			$	655.5
Net Earnings (Loss) Attributable to Martin Marietta
Per Common Share:
Basic from continuing operations attributable to common shareholders		$	6.96			$	4.67			$	14.73			$	10.73
Basic from discontinued operations attributable to common shareholders			(0.22	)			0.07				(0.42	)			0.23
		$	6.74			$	4.74			$	14.31			$	10.96
Diluted from continuing operations attributable to common shareholders		$	6.94			$	4.67			$	14.69			$	10.69
Diluted from discontinued operations attributable to common shareholders			(0.22	)			0.06				(0.42	)			0.23
		$	6.72			$	4.73			$	14.27			$	10.92
Weighted-Average Common Shares Outstanding:

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OVERVIEW

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 30, 2023, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 350 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides cement and downstream products, namely, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a leading aggregates position. In addition, the Company has one cement plant in Tehachapi, California that is classified as assets held for sale and reported as discontinued operations as of and for the three and nine months ended September 30, 2023 and 2022. The sale of the Tehachapi cement plant was completed on October 31, 2023. The Company's Stockton, California cement import terminal, through its May 2023 divestiture date, was reported as discontinued operations for the nine months ended September 30, 2023 and 2022, and classified as assets held for sale as of December 31, 2022. 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.

The Company’s Building Materials business includes two reportable segments: the East Group and the West Group.

BUILDING MATERIALS BUSINESS (continuing operations only)
Reportable Segments		East Group		West Group
Operating Locations		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		Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming
Product Lines		Aggregates and Asphalt		Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving Services
Facility Types		Quarries, Mines, Asphalt Plants and Distribution Facilities		Quarries, Cement Plants, Asphalt Plants, Ready Mixed Concrete Plants and Distribution Facilities
Modes of Transportation		Truck, Railcar, Ship and Barge		Truck and Railcar

The Building Materials business is significantly affected by weather patterns, seasonal changes and other climate-related conditions. Production and shipment levels for aggregates, cement, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Operations concentrated in the northern and midwestern United States generally experience more severe winter weather conditions than operations in the Southeast, Southwest and West. Excessive rainfall, drought, heat or cold, can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.

Page 24 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel and mining industries.

CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2022. There were no changes to the Company’s critical accounting policies during the nine months ended September 30, 2023.

RESULTS OF OPERATIONS

Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition and integration expenses; and the nonrecurring gain on divestiture (Adjusted EBITDA) is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Adjusted EBITDA is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations or operating cash flow. Since Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA as presented by the Company may not be comparable with similarly titled measures of other companies.

The following table presents a reconciliation of net earnings from continuing operations attributable to Martin Marietta to Adjusted EBITDA:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
		(Dollars in Millions)
Net earnings from continuing operations attributable to Martin Marietta		$	430.3			$	291.2			$	912.2			$	668.9
Add back (Deduct):
Interest expense, net of interest income			31.9				38.8				93.1				121.5
Income tax expense for controlling interests			109.9				79.1				237.3				189.4
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates			129.8				122.4				378.1				374.6
Acquisition and integration expenses			3.3				1.8				4.5				6.1
Nonrecurring gain on divestiture			—				(0.2	)			—				(151.9	)
Adjusted EBITDA		$	705.2			$	533.1			$	1,625.2			$	1,208.6

Page 25 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Mix-adjusted average selling price (mix-adjusted ASP) is a non-GAAP measure that excludes the impacts of period-over-period product, geographic and other mix on average selling price. Mix-adjusted ASP is calculated by comparing current-period shipments to like-for-like shipments in the comparable prior period. Management uses this metric to evaluate the realization of pricing increases and believes this information is useful to investors as it provides same-on-same pricing trends. The following reconciles reported average selling price to mix-adjusted ASP and corresponding variances:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
Aggregates:
Reported average selling price		$	19.98			$	16.65			$	19.72			$	16.41
Adjustment for impact of product, geographic and other mix			(0.47	)							(0.34	)
Mix-adjusted ASP		$	19.51							$	19.38
Reported average selling price variance			20.0	%							20.2	%
Mix-adjusted ASP variance			17.2	%							18.1	%
Cement - Continuing Operations:
Reported average selling price		$	177.48			$	149.24			$	172.93			$	139.64
Adjustment for impact of product, geographic and other mix			(0.44	)							(0.44	)
Mix-adjusted ASP		$	177.04							$	172.49
Reported average selling price variance			18.9	%							23.8	%
Mix-adjusted ASP variance			18.6	%							23.5	%

Quarter Ended September 30, 2023

Financial highlights for the quarter ended September 30, 2023 (unless noted, all comparisons are versus the prior-year quarter and for continuing operations):

♦

Consolidated total revenues of $1.99 billion compared with $1.81 billion

♦

Building Materials business total revenues of $1.92 billion compared with $1.74 billion

♦

Magnesia Specialties total revenues of $75.5 million compared with $75.7 million

♦

Consolidated gross profit of $676.0 million compared with $487.8 million

♦

Consolidated earnings from operations of $566.6 million compared with $405.9 million

♦

Net earnings from continuing operations attributable to Martin Marietta of $430.3 million compared with $291.2 million

♦

Adjusted EBITDA of $705.2 million compared with $533.1 million

♦

Earnings per diluted share from continuing operations of $6.94 compared with $4.67

Page 26 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The following tables present total revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the three months ended September 30, 2023 and 2022. In each case, the data is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

		Three Months Ended September 30,
		2023						2022
		Amount						Amount
		(Dollars in Millions)
Total revenues:
Building Materials business:
East Group
Aggregates		$	735.7					$	686.0
Asphalt			90.4						96.8
Less: Interproduct revenues			(11.8	)					(9.2	)
East Group Total			814.3						773.6
West Group
Aggregates			480.6						444.7
Cement			199.1						168.2
Ready mixed concrete			285.2						227.7
Asphalt and paving services			269.5						217.2
Less: Interproduct revenues			(130.1	)					(95.4	)
West Group Total			1,104.3						962.4
Total Building Materials business			1,918.6						1,736.0
Total Magnesia Specialties			75.5						75.7
Total		$	1,994.1					$	1,811.7

		Three Months Ended September 30,
		2023								2022
		Amount				% of Revenues				Amount				% of Revenues
		(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates		$	440.6				36.2			$	333.6				29.5
Cement			108.7				54.6				67.3				40.0
Ready mixed concrete			34.1				11.9				18.7				8.2
Asphalt and paving services			66.1				18.4				49.7				15.8
Total Building Materials business			649.5				33.8				469.3				27.0
Magnesia Specialties			21.4				28.3				20.6				27.2
Corporate			5.1								(2.1	)
Total		$	676.0				33.9			$	487.8				26.9

Page 27 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Building Materials Business

The following table presents shipments data by product line for the Building Materials business:

		Three Months Ended September 30,
		2023				2022				% Change
		(In Millions)
Aggregates tons			55.9				60.2				(7.3	)%
Cement tons			1.1				1.1				0.2	%
Ready Mixed Concrete cubic yards			1.8				1.7				3.6	%
Asphalt tons			3.9				3.7				5.7	%

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

		Three Months Ended September 30,
		2023				2022				% Change
Aggregates (per ton)		$	19.98			$	16.65				20.0	%
Cement (per ton)		$	177.48			$	149.24				18.9	%
Ready Mixed Concrete (per cubic yard)		$	160.43			$	132.64				20.9	%
Asphalt (per ton)		$	65.58			$	61.45				6.7	%

Third-quarter aggregates shipments decreased 7.3%, as softer demand in certain Midwest and Southwest markets was partially offset by continued strength in key Southeast markets. While shipment delays and weather negatively impacted infrastructure demand in the third quarter, customer backlogs remain strong across the Company's geographies and are expected to increase. For the third quarter, the infrastructure, nonresidential, residential and ChemRock/Rail markets represented 39%, 33%, 23% and 5% of aggregates shipments, respectively. The Company's value-over-volume marketplace approach was also a factor as pricing increased 20.0%, or 17.2% on a mix-adjusted basis, over the prior-year quarter, due to the cumulative effect of January 1 and mid-year pricing actions. Aggregates gross profit improved 32.1% to $440.6 million and gross margin expanded 670 basis points to 36.2%, as pricing growth and lower diesel fuel costs more than offset lower shipments and higher personnel, repairs, supplies and contract services costs.

Cement shipments of 1.1 million tons were relatively flat, while pricing increased 18.9%, as largely sold-out conditions continued to drive robust pricing momentum. Cement gross profit grew to $108.7 million, an increase of 61.5%, and gross margin expanded 1,460 basis points to a record 54.6%, reflecting pricing gains and lower energy costs.

Ready mix pricing increased 20.9% due to pricing actions implemented in all Arizona and Texas markets, and shipments increased 3.6%, resulting in revenues and gross profit increases of 25.3% and 81.8%, respectively.

Asphalt shipments increased 5.7% and pricing increased 6.7%, respectively, leading to a 14.6% increase in total asphalt and paving revenues. Asphalt and paving gross profit improved 33.0% and gross margin improved 260 basis points over the prior-year quarter, as lower natural gas and liquid asphalt, or bitumen, costs augmented pricing growth.

Page 28 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Magnesia Specialties Business

Magnesia Specialties third-quarter total revenues of $75.5 million were relatively flat, as weakening demand for chemical products was offset by strong pricing improvement in both chemicals and lime product lines. Gross profit increased 3.6% to $21.4 million, as energy cost moderation and higher pricing more than offset lower operating leverage.

Consolidated Operating Results

Consolidated SG&A for the third quarter of 2023 was 5.4% of total revenues compared with 5.2% in the prior-year quarter.

Among other items, other operating income, net, includes gains and losses on the sale of assets; recoveries and losses related to certain customer accounts receivable; rental, royalty and services income; and accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the third quarter, consolidated other operating income, net, was $2.0 million in 2023 and $14.8 million in 2022, reflecting higher gains on land sales in the prior-year quarter.

Earnings from operations for the quarter were $566.6 million in 2023 compared with $405.9 million in 2022. 2023 reflects increased total revenues and higher gross profit, resulting primarily from higher pricing and lower energy costs.

Other nonoperating income, net, includes interest income; pension and postretirement benefit cost (excluding service cost); foreign currency transaction gains and losses; equity earnings or losses from nonconsolidated affiliates; and other miscellaneous income and expenses. For the third quarter, other nonoperating income, net, was $14.3 million and $7.3 million in 2023 and 2022, respectively, with the increase resulting from higher interest income.

Nine Months Ended September 30, 2023

Financial highlights for the nine months ended September 30, 2023 (unless noted, all comparisons are versus the prior-year period and for continuing operations):

♦

Consolidated total revenues of $5.17 billion compared with $4.68 billion

♦

Building Materials business total revenues of $4.93 billion compared with $4.45 billion

♦

Magnesia Specialties total revenues of $239.4 million compared with $234.4 million

♦

Consolidated gross profit of $1.54 billion compared with $1.07 billion

♦

Consolidated earnings from operations of $1.23 billion compared with $944.4 million; the prior-year period included a $151.9 million nonrecurring gain on a divestiture

♦

Net earnings from continuing operations attributable to Martin Marietta of $912.2 million compared with $668.9 million; the prior-year period included a $108.3 million nonrecurring gain on a divestiture

♦

Adjusted EBITDA of $1.63 billion compared with $1.21 billion

♦

Earnings per diluted share from continuing operations of $14.69 compared with $10.69; the prior-year period included a $1.73 per diluted share impact from a nonrecurring gain on a divestiture

The following tables present total revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the nine months ended September 30, 2023 and 2022. In each case, the data is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

Page 29 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

		Nine Months Ended September 30,
		2023						2022
		Amount						Amount
		(Dollars in Millions)
Total revenues:
Building Materials business:
East Group
Aggregates		$	1,953.8					$	1,737.3
Asphalt			145.7						144.9
Less: Interproduct revenues			(20.5	)					(15.3	)
East Group Total			2,079.0						1,866.9
West Group
Aggregates			1,325.8						1,207.7
Cement			565.3						469.0
Ready mixed concrete			776.5						745.4
Asphalt and paving services			513.0						441.5
Less: Interproduct revenues			(330.0	)					(280.7	)
West Group Total			2,850.6						2,582.9
Total Building Materials business			4,929.6						4,449.8
Total Magnesia Specialties			239.4						234.4
Total		$	5,169.0					$	4,684.2

		Nine Months Ended September 30,
		2023								2022
		Amount				% of Revenues				Amount				% of Revenues
		(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates		$	1,049.5				32.0			$	743.6				25.3
Cement			249.0				44.1				144.8				30.9
Ready mixed concrete			80.7				10.4				55.3				7.4
Asphalt and paving services			82.1				12.5				63.0				10.7
Total Building Materials business			1,461.3				29.6				1,006.7				22.6
Magnesia Specialties			74.1				30.9				70.9				30.2
Corporate			3.8								(8.5	)
Total		$	1,539.2				29.8			$	1,069.1				22.8

Page 30 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Building Materials Business

The following table presents shipments data by product line for the Building Materials business:

		Nine Months Ended September 30,
		2023				2022				% Change
		(In Millions)
Aggregates tons			152.2				160.1				(5.0	)%
Cement tons			3.2				3.2				(2.0	)%
Ready Mixed Concrete cubic yards			5.1				5.9				(14.6	)%
Asphalt tons			7.0				6.9				1.2	%

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

		Nine Months Ended September 30,
		2023				2022				% Change
Aggregates (per ton)		$	19.72			$	16.41				20.2	%
Cement (per ton)		$	172.93			$	139.64				23.8	%
Ready Mixed Concrete (per cubic yard)		$	152.79			$	125.32				21.9	%
Asphalt (per ton)		$	65.71			$	61.21				7.4	%

Year-to-date aggregates shipments decreased 5.0%, largely driven by the affordability-driven residential slowdown and moderation in warehouse construction demand. For the year-to-date period, the infrastructure, nonresidential, residential and ChemRock/Rail markets represented 36%, 35%, 24% and 5% of aggregates shipments, respectively. Aggregates pricing increased 20.2%, or 18.1% on a mix-adjusted basis, over the prior-year period, reflecting the cumulative impact of 2022 and 2023 price increases. Year-to-date aggregates gross profit improved 41.1% to $1.05 billion and gross margin expanded 670 basis points to 32.0%, as strong pricing growth and lower diesel fuel costs more than offset lower shipments and higher personnel, repairs, supplies and contract services costs.

Cement shipments decreased 2.0%. Pricing increased 23.8%, as largely sold-out conditions in Texas continue to drive robust pricing momentum. Cement gross profit grew to $249.0 million, an increase of 72.0%, and gross margin expanded 1,320 basis points to 44.1%, as pricing gains and lower energy costs more than offset lower shipments and higher raw materials and maintenance costs.

Ready mix pricing increased 21.9% due to pricing actions implemented in all Arizona and Texas markets. Ready mix shipments declined 14.6%, partially driven by the divestiture of the Company’s Colorado and Central Texas ready mixed concrete businesses on April 1, 2022.

Asphalt shipments increased 1.2% and pricing increased 7.4%, as total asphalt and paving revenues increased 12.3%. Asphalt and paving gross profit improved 30.4% and gross margin improved 180 basis points over the prior-year period, as lower natural gas and liquid asphalt, or bitumen, costs augmented pricing growth.

Page 31 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Magnesia Specialties Business

Magnesia Specialties total revenues increased 2.1% to $239.4 million for the nine months ended September 30, 2023, driven by higher pricing across all product lines, partially offset by lower chemical sales. Gross profit increased 4.6% to $74.1 million as pricing gains and lower energy costs offset lower volumes.

Consolidated Operating Results

Consolidated SG&A for the nine months ended September 30, 2023 and 2022 was 6.3% of total revenues.

For the nine months ended September 30, consolidated other operating income, net, was $15.3 million in 2023 and $177.4 million in 2022, which included a $151.9 million pretax gain on the sale of the Colorado and Central Texas ready-mixed concrete operations.

Earnings from operations for the nine months ended September 30 were $1.23 billion in 2023 compared with $944.4 million in 2022, with the increase driven by the cumulative impact of price increases in 2022 and 2023 and lower energy costs.

For the nine months ended September 30, other nonoperating income, net, was $49.2 million and $40.1 million in 2023 and 2022, respectively, with the increase resulting from higher interest income.

Income Tax Expense

For the nine months ended September 30, 2023 and 2022, the effective income tax rates for continuing operations were 20.6% and 22.1%, respectively. The higher effective income tax rate for the 2022 period was driven by the impact of the divestiture of the Colorado and Central Texas ready mixed concrete businesses.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the nine months ended September 30, 2023 and 2022 was $972.5 million and $560.7 million, respectively. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization, and changes in working capital requirements.

Depreciation, depletion and amortization were as follows:

		Nine Months Ended
		September 30,
		2023				2022
		(Dollars in Millions)
Depreciation		$	304.9			$	296.9
Depletion			38.5				45.9
Amortization			41.2				37.5
Total		$	384.6			$	380.3

The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 2022 net cash provided by operating activities was $991.2 million.

During the nine months ended September 30, 2023 and 2022, the Company paid $464.1 million and $309.1 million, respectively, for additions to property, plant and equipment.

Page 32 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. The Company repurchased 381,520 shares of common stock at an aggregate cost of $150.0 million during the first nine months of 2023. At September 30, 2023, 12.7 million shares of common stock remain under the Company’s repurchase authorization.

On September 29, 2022, the Company satisfied and discharged its $700 million of 0.650% Senior Notes due 2023 (the 2023 Notes). In connection with the satisfaction and discharge, the Company irrevocably deposited existing cash in an amount sufficient to satisfy all remaining principal and interest payments on the 2023 Notes with Regions Bank (the Trustee). The money was invested in a fund that invested exclusively in U.S. Treasury securities and was classified as Restricted investments (to satisfy discharged debt and related interest) on the consolidated balance sheet at December 31, 2022. As a result of the satisfaction and discharge, the obligations of the Company under the indenture with respect to the 2023 Notes were terminated, except those provisions of the indenture that, by their terms, survived the satisfaction and discharge. The 2023 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. On July 17, 2023, the Trustee satisfied the remaining principal and interest payments and the 2023 Notes have been repaid in full.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 19, 2024. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2027. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50 times as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.00 times. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including 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 September 30, 2023.

In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due. There were no amounts outstanding under the Trade Receivable Facility or the Revolving Facility at September 30, 2023.

Cash on hand and restricted investments, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At September 30, 2023, the Company had $1.20 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities.

TRENDS AND RISKS

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2022. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

Page 33 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on the Company’s current analysis of the provisions, management does not believe this legislation will have a material impact on the Company’s consolidated financial statements.

OTHER MATTERS

If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Company’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Company’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Company’s website at www.martinmarietta.com and are also available at the SEC’s website at www.sec.gov. You may also write or call the Company’s Corporate Secretary, who will provide copies of such reports.

Investors are cautioned that all statements in this Form 10-Q that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “may,” “expect,” “should,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of management’s forward-looking statements here and in other publications may turn out to be wrong.

The Company’s outlook is subject to risks and uncertainties and is based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q include, but are not limited to: the ability of the Company to face challenges, including shipment declines resulting from economic events beyond the Company’s control; a widespread decline in aggregates pricing, including a decline in aggregates shipment volume negatively affecting aggregates price; the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price fluctuations; the termination, capping and/or reduction or suspension of the federal and/or state gasoline tax(es) or other revenue related to public construction; the level and timing of federal, state or local transportation or infrastructure or public projects funding and any issues arising with such federal or state budgets, most particularly in Texas, Colorado, North Carolina, Minnesota, California, Georgia, Arizona, Iowa, Florida and Indiana; the United States Congress’ inability to reach agreement among themselves or with the Administration on policy issues that impact the federal budget; the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures; levels of construction spending in the markets the Company serves; a reduction in defense spending and the subsequent impact on construction activity on or near military bases; a decline in energy-related construction activity resulting from a sustained period of low global oil prices or changes in oil production patterns or capital spending in response to this decline, particularly in Texas and West Virginia; sustained high residential mortgage rates and other factors that have resulted in a slowdown in residential construction in some geographies; unfavorable weather conditions, particularly Atlantic Ocean, Pacific Ocean and Gulf of Mexico storm and hurricane activity, the late start to spring or the early onset of winter and the impact of a drought or excessive rainfall in the markets served by the Company, any of which can significantly affect production schedules, volumes, product and/or geographic mix and profitability; the volatility of fuel costs and energy, particularly diesel fuel, electricity, natural gas and the impact on the cost, or the availability generally, of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Company’s Magnesia Specialties business, natural gas;

Page 34 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

continued increases in the cost of other repair and supply parts; construction labor shortages and/or supply chain challenges; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to production facilities; the resiliency and potential declines of the Company’s various construction end-use markets; the potential negative impacts of new waves of COVID-19 or its variants, or any other outbreak of diseases, epidemic or pandemic, or similar public health threat, or fear of such event and its related economic and societal response; increasing governmental regulation, including environmental laws and climate change regulations at the federal and state levels; transportation availability or a sustained reduction in capital investment by the railroads, notably the availability of railcars, locomotive power and the condition of rail infrastructure to move trains to supply the Company’s Texas, Colorado, Florida, Carolinas and the Gulf Coast markets, including the movement of essential dolomitic lime for magnesia chemicals to the Company’s plant in Manistee, Michigan and its customers; increased transportation costs, including increases from higher or fluctuating passed-through energy costs or fuel surcharges, and other costs to comply with tightening regulations, as well as higher volumes of rail and water shipments; availability of trucks and licensed drivers for transport of the Company’s materials; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by the Company’s dolomitic lime products; potential impact on costs, supply chain, oil and gas prices, or other matters relating to the war between Russia and Ukraine, the war in Israel and related conflict in the Middle East and conflict between China and Taiwan; trade disputes with one or more nations impacting the U.S. economy, including the impact of tariffs on the steel industry; unplanned changes in costs or realignment of customers that introduce volatility to earnings, including that of the Magnesia Specialties business that is running at capacity; proper functioning of information technology and automated operating systems to manage or support operations; inflation and its effect on both production and interest costs; the concentration of customers in construction markets and the increased risk of potential losses on customer receivables; the impact of the level of demand in the Company’s end-use markets, production levels and management of production costs on the operating leverage and therefore profitability of the Company; the possibility that the expected synergies from acquisitions will not be realized or will not be realized within the expected time period, including achieving anticipated profitability to maintain compliance with the Company’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices, including acquisitions and divestitures, that would increase the Company’s tax rate; violation of the Company’s debt covenant if price and/or volumes return to previous levels of instability; downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations; the possibility of a reduction of the Company’s credit rating to non-investment grade; and other risk factors listed from time to time found in the Company’s filings with the SEC.

You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.

INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2022, by writing to:

Martin Marietta

Attn: Corporate Secretary

4123 Parklake Avenue

Raleigh, North Carolina 27612

Page 35 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 510-4736

Website address: www.martinmarietta.com

Information included on the Company’s website is not incorporated into, or otherwise creates a part of, this report.

Page 36 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs.

Management has considered the current economic environment and its potential impact to the Company's business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain affordable financing for construction projects or if consumer confidence is eroded by economic uncertainty.

Demand in the nonresidential and residential construction markets, which combined accounted for 59% of aggregates shipments for the nine months ended September 30, 2023, is affected by interest rates. Since December 31, 2022, the Federal Reserve has raised the target federal funds rate 100 basis points.

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

Variable-Rate Borrowing Facilities. At September 30, 2023, the Company had an $800.0 million Revolving Facility and a $400.0 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. There were no borrowings outstanding on either facility at September 30, 2023. However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rate risk.

Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. As of September 30, 2023, discount rates were approximately 50 basis points higher than the rate selected at December 31, 2022, the most recent measurement date.

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

Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal, petroleum coke and liquid asphalt, represent significant production costs of the Company. The Company may be unable to pass along increases in the costs of energy to customers in the form of price increases for the Company’s products. The cement product line and Magnesia Specialties business each have varying fixed-price agreements for a portion of their 2023 energy requirements. On a consolidated basis, energy expense for the nine months ended September 30, 2023 decreased 19% compared with the prior-year period, inclusive of a $0.87-per-gallon decrease in diesel costs. A hypothetical 10% change in the Company’s energy prices in 2023 as compared with 2022, assuming constant volumes, would change 2023 energy expense by $50.0 million.

Commodity Risk. Cement is a commodity and competition is based principally on price, which is highly sensitive to changes in supply and demand. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Company’s control. Increases in the production capacity of industry participants or increases in cement imports tend to create an oversupply of such products leading to an imbalance between supply and demand, which can have a negative impact on product prices. There can be no assurance that product prices will not decline in the future or that such declines will not have a material adverse effect on the Company’s business, financial condition and results of operations. Taking full-year 2022 cement product revenues of $602.3 million, a hypothetical 10% change in the average selling price of the cement product line would impact full-year cement product revenues by $60.2 million.

Page 37 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(Continued)

Cement is a key raw material in the production of ready mixed concrete. The Company may be unable to pass along increases in the costs of cement and raw materials to customers in the form of price increases for the Company’s products. A hypothetical 10% change in cement costs in 2023 compared with 2022, assuming constant volumes, would change the ready mixed concrete product line cost of sales by $26.2 million. While increases in cement pricing may negatively impact the profitability of the ready mixed concrete operations, the cement business would benefit, although the positive impact may not reflect a direct correlation to the impact on the ready mixed concrete business.

Evaluation of Disclosure Controls and Procedures. As of September 30, 2023, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 38 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 8 Commitments and Contingencies, Legal and Administrative Proceedings, of this Form 10-Q.

Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES

										Total Number of Shares				Maximum Number of
										Purchased as Part of				Shares that May Yet
		Total Number of				Average Price				Publicly Announced				be Purchased Under
Period		Shares Purchased				Paid per Share				Plans or Programs				the Plans or Programs
July 1, 2023 - July 31, 2023			—			$	—				—				12,721,096
August 1, 2023 - August 31, 2023			—			$	—				—				12,721,096
September 1, 2023 - September 30, 2023			—			$	—				—				12,721,096
Total			—								—

Reference is made to the Company's press release dated February 10, 2015 for the December 31, 2014 fourth-quarter and full-year results and announcement of the share repurchase program. The Company’s Board of Directors authorized a maximum of 20 million shares to be repurchased under the program. The program does not have an expiration date.

Item 4. Mine Safety Disclosures.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Page 39 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

PART II. OTHER INFORMATION

(Continued)

Exhibit No.		Document
31.01		Certification dated November 1, 2023 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification dated November 1, 2023 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Written Statement dated November 1, 2023 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02		Written Statement dated November 1, 2023 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95		Mine Safety Disclosures
101.INS		Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Page 40 of 41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MARTIN MARIETTA MATERIALS, INC.
			(Registrant)
Date: November 1, 2023	By:		/s/ James A. J. Nickolas
			James A. J. Nickolas
			Executive Vice President and
			Chief Financial Officer

Page 41 of 41