Item 1. Financial Statements.

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Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

September 30,December 31,
20232022
(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, net1,047.5785.9
Inventories, net993.1873.7
Current assets held for sale45.873.2
Other current assets83.480.7
Total Current Assets2,817.42,876.9
Property, plant and equipment11,010.810,661.0
Allowances for depreciation, depletion and amortization(4,658.1)(4,344.3)
Net property, plant and equipment6,352.76,316.7
Goodwill3,649.53,649.5
Other intangibles, net826.8847.8
Operating lease right-of-use assets, net374.9383.5
Noncurrent assets held for sale307.3372.5
Other noncurrent assets589.2546.7
Total Assets$14,917.8$14,993.6
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable$342.2$385.0
Accrued salaries, benefits and payroll taxes84.571.6
Accrued other taxes76.955.4
Accrued interest40.042.8
Current maturities of long-term debt, including discharged debt399.5699.1
Current operating lease liabilities51.552.1
Current liabilities held for sale1.34.5
Other current liabilities145.2135.1
Total Current Liabilities1,141.11,445.6
Long-term debt3,944.74,340.9
Deferred income taxes, net913.5914.3
Noncurrent operating lease liabilities330.0335.9
Noncurrent liabilities held for sale20.121.8
Noncurrent asset retirement obligations378.4377.7
Other noncurrent liabilities385.2384.6
Total Liabilities7,113.07,820.8
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)0.60.6
Preferred stock, par value $0.01 per share——
Additional paid-in capital3,511.23,489.0
Accumulated other comprehensive loss(35.3)(38.5)
Retained earnings4,326.03,719.4
Total Shareholders' Equity7,802.57,170.5
Noncontrolling interests2.32.3
Total Equity7,804.87,172.8
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 EndedNine Months Ended
September 30,September 30,
2023202220232022
(In Millions, Except Per Share Data)
Total Revenues$1,994.1$1,811.7$5,169.0$4,684.2
Total Cost of Revenues1,318.11,323.93,629.83,615.1
Gross Profit676.0487.81,539.21,069.1
Selling, general and administrative expenses108.194.9324.1296.0
Acquisition and integration expenses3.31.84.56.1
Other operating income, net(2.0)(14.8)(15.3)(177.4)
Earnings from Operations566.6405.91,225.9944.4
Interest expense40.842.8125.1126.4
Other nonoperating income, net(14.3)(7.3)(49.2)(40.1)
Earnings from continuing operations before income tax expense540.1370.41,150.0858.1
Income tax expense109.979.2237.4189.4
Earnings from continuing operations430.2291.2912.6668.7
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense(13.6)4.1(25.8)14.3
Consolidated net earnings416.6295.3886.8683.0
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:
Basic61.862.361.962.4
Diluted62.062.562.162.5

See accompanying notes to the consolidated financial statements.

Page 4 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
20232022
(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings$886.8$683.0
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization384.6380.3
Stock-based compensation expense39.034.3
Loss (Gain) on divestitures, sales of assets and extinguishment of debt4.7(190.7)
Deferred income taxes, net(1.9)(1.0)
Other items, net(8.4)(1.0)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable, net(264.4)(237.9)
Inventories, net(130.3)(87.0)
Accounts payable45.118.1
Other assets and liabilities, net17.3(37.4)
Net Cash Provided by Operating Activities972.5560.7
Cash Flows from Investing Activities:
Additions to property, plant and equipment(464.1)(309.1)
Acquisitions, net of cash acquired—11.0
Proceeds from divestitures and sales of assets98.3679.1
Proceeds from sale of restricted investments related to discharge of long-term debt700.0—
Purchase of restricted investments to discharge long-term debt—(704.6)
Investments in life insurance contracts, net6.82.2
Other investing activities, net(14.7)(3.0)
Net Cash Provided by (Used for) Investing Activities326.3(324.4)
Cash Flows from Financing Activities:
Repayments of debt(700.0)(54.5)
Payments on finance lease obligations(13.1)(11.1)
Debt issuance and extinguishment costs(0.2)(0.3)
Dividends paid(128.2)(118.1)
Repurchases of common stock(150.0)(150.0)
Distributions to owners of noncontrolling interest(0.5)—
Proceeds from exercise of stock options0.80.6
Shares withheld for employees’ income tax obligations(18.8)(26.1)
Net Cash Used for Financing Activities(1,010.0)(359.5)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash288.8(123.2)
Cash, Cash Equivalents and Restricted Cash, beginning of period358.8258.9
Cash, Cash Equivalents and Restricted Cash, end of period$647.6$135.7

See accompanying notes to the consolidated financial statements.

Page 5 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY

(In Millions, Except Share And Per Share Data)Shares of Common StockCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Shareholders' EquityNoncontrolling InterestsTotal Equity
Balance at June 30, 202361,803,396$0.6$3,500.8$(35.7)$3,955.4$7,421.1$2.3$7,423.4
Consolidated net earnings (loss)————416.7416.7(0.1)416.6
Other comprehensive earnings, net of tax———0.4—0.4—0.4
Dividends declared ($0.74 per common share)————(46.1)(46.1)—(46.1)
Issuances of common stock for stock award plans3,765———————
Shares withheld for employees' income tax obligations——(1.0)——(1.0)—(1.0)
Stock-based compensation expense——11.4——11.4—11.4
Contribution from owners of minority interest——————0.10.1
Balance at September 30, 202361,807,161$0.6$3,511.2$(35.3)$4,326.0$7,802.5$2.3$7,804.8
Balance at December 31, 202262,102,353$0.6$3,489.0$(38.5)$3,719.4$7,170.5$2.3$7,172.8
Consolidated net earnings————886.4886.40.4886.8
Other comprehensive earnings, net of tax———3.2—3.2—3.2
Dividends declared ($2.06 per common share)————(128.6)(128.6)—(128.6)
Issuances of common stock for stock award plans86,328—2.0——2.0—2.0
Shares withheld for employees' income tax obligations——(18.8)——(18.8)—(18.8)
Repurchases of common stock(381,520)———(151.2)(151.2)—(151.2)
Stock-based compensation expense——39.0——39.0—39.0
Distributions to owners of noncontrolling interest——————(0.5)(0.5)
Contribution from owners of minority interest——————0.10.1
Balance at September 30, 202361,807,161$0.6$3,511.2$(35.3)$4,326.0$7,802.5$2.3$7,804.8

See accompanying notes to the consolidated financial statements.

Page 6 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY (Continued)

(In Millions, Except Share And Per Share Data)Shares of Common StockCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Shareholders' EquityNoncontrolling InterestsTotal Equity
Balance at June 30, 202262,374,140$0.6$3,474.4$(128.1)$3,423.1$6,770.0$2.1$6,772.1
Consolidated net earnings————295.3295.3—295.3
Other comprehensive earnings, net of tax———3.0—3.0—3.0
Dividends declared ($0.66 per common share)————(41.4)(41.4)—(41.4)
Issuances of common stock for stock award plans4,339———————
Shares withheld for employees' income tax obligations——(1.1)——(1.1)—(1.1)
Repurchases of common stock(287,785)———(100.0)(100.0)—(100.0)
Stock-based compensation expense——9.9——9.9—9.9
Balance at September 30, 202262,090,694$0.6$3,483.2$(125.1)$3,577.0$6,935.7$2.1$6,937.8
Balance at December 31, 202162,393,990$0.6$3,470.4$(97.6)$3,161.9$6,535.3$2.3$6,537.6
Consolidated net earnings (loss)————683.2683.2(0.2)683.0
Other comprehensive loss, net of tax———(27.5)—(27.5)—(27.5)
Dividends declared ($1.88 per common share)————(118.1)(118.1)—(118.1)
Issuances of common stock for stock award plans115,040—4.7——4.7—4.7
Shares withheld for employees' income tax obligations——(26.2)——(26.2)—(26.2)
Repurchases of common stock(418,336)———(150.0)(150.0)—(150.0)
Stock-based compensation expense——34.3——34.3—34.3
Balance at September 30, 202262,090,694$0.6$3,483.2$(125.1)$3,577.0$6,935.7$2.1$6,937.8

See accompanying notes to the consolidated financial statements.

Page 7 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Significant Accounting Policies

Organization

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 and services, namely, ready mixed concrete, asphalt and paving, in vertically-integrated structured markets where the Company also has a leading aggregates position. In addition, the Company has one cement plant 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 Company's Stockton, California cement import terminal, through its May 2023 date of divestiture (see Note 2), 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, 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 SegmentsEast GroupWest Group
Operating LocationsAlabama, Florida, Georgia, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Nova Scotia and The BahamasArizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming
Product LinesAggregates and AsphaltAggregates, Cement, Ready Mixed Concrete, Asphalt and Paving

The Company’s Magnesia Specialties business, which represents a separate reportable segment, has 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 for steel production and soil stabilization.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments,

Page 8 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of the Company’s consolidated financial statements requires management to make certain estimates and assumptions about future events. As future events and their effects cannot be fully determined with precision, actual results could differ significantly from estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which the change in estimate occurs.

Restricted Cash

At December 31, 2022, the Company had restricted cash of $0.8 million, 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 was 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 was transferred to unrestricted accounts of the Company and used for general corporate purposes. There was no restricted cash at September 30, 2023.

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:

September 30,December 31,
20232022
(Dollars in Millions)
Cash and cash equivalents$647.6$358.0
Restricted cash—0.8
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows$647.6$358.8

Restricted Investments

At December 31, 2022, the Company had $704.6 million of restricted investments, representing assets irrevocably transferred to an escrow trust account to satisfy and discharge the Company’s $700.0 million of 0.650% Senior Notes due 2023 (the 2023 Notes) (see Note 4). 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 2023 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 5) and investment returns on those trust assets were for the account of the Company (after satisfaction of all amounts payable in connection with the 2023 Notes). The Company consolidated the trust account on its balance sheet at December 31, 2022. On July 17, 2023, Regions Bank satisfied the remaining principal and interest payments and the 2023 Notes are considered repaid in full. There were no restricted investments at September 30, 2023.

Page 9 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Consolidated Comprehensive Earnings (Loss) and Accumulated Other Comprehensive Loss

Consolidated comprehensive earnings (loss) 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 earnings and comprehensive earnings.

Consolidated comprehensive earnings (loss) attributable to Martin Marietta is as follows:

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(Dollars in Millions)
Net earnings attributable to Martin Marietta$416.7$295.3$886.4$683.2
Other comprehensive earnings (loss), net of tax0.43.03.2(27.5)
Consolidated comprehensive earnings attributable to Martin Marietta$417.1$298.3$889.6$655.7

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 adjustments and is presented on the Company’s consolidated balance sheets.

Page 10 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The components of the changes in accumulated other comprehensive loss, net of tax, are as follows:

(Dollars in Millions)
Pension and Postretirement Benefit PlansForeign CurrencyAccumulated Other Comprehensive Loss
Three Months Ended September 30, 2023
Balance at beginning of period$(34.3)$(1.4)$(35.7)
Other comprehensive loss before reclassifications, net of tax—(0.7)(0.7)
Amounts reclassified from accumulated other comprehensive loss, net of tax1.1—1.1
Other comprehensive earnings (loss), net of tax1.1(0.7)0.4
Balance at end of period$(33.2)$(2.1)$(35.3)
Three Months Ended September 30, 2022
Balance at beginning of period$(127.6)$(0.5)$(128.1)
Other comprehensive loss before reclassifications, net of tax—(1.9)(1.9)
Amounts reclassified from accumulated other comprehensive loss, net of tax4.9—4.9
Other comprehensive earnings (loss), net of tax4.9(1.9)3.0
Balance at end of period$(122.7)$(2.4)$(125.1)
(Dollars in Millions)
Pension and Postretirement Benefit PlansForeign CurrencyAccumulated Other Comprehensive Loss
Nine Months Ended September 30, 2023
Balance at beginning of period$(36.5)$(2.0)$(38.5)
Other comprehensive earnings (loss) before reclassifications, net of tax0.2(0.1)0.1
Amounts reclassified from accumulated other comprehensive loss, net of tax3.1—3.1
Other comprehensive earnings (loss), net of tax3.3(0.1)3.2
Balance at end of period$(33.2)$(2.1)$(35.3)
Nine Months Ended September 30, 2022
Balance at beginning of period$(97.6)$—$(97.6)
Other comprehensive loss before reclassifications, net of tax(33.0)(2.4)(35.4)
Amounts reclassified from accumulated other comprehensive loss, net of tax7.9—7.9
Other comprehensive loss, net of tax(25.1)(2.4)(27.5)
Balance at end of period$(122.7)$(2.4)$(125.1)

Page 11 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The $33.0 million, net of tax, other comprehensive loss before reclassifications in the Pension and Postretirement Benefit Plans for the nine months ended September 30, 2022 was driven by the remeasurement of the funded status of the Company’s qualified pension plan, required as a result of a plan amendment that provided an enhanced benefit for eligible hourly employees.

Changes in net noncurrent deferred tax assets related to accumulated other comprehensive loss are as follows:

Pension and Postretirement Benefit Plans
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(Dollars in Millions)
Balance at beginning of period$49.4$79.5$50.1$69.7
Tax effect of other comprehensive (earnings) loss(0.4)(1.6)(1.1)8.2
Balance at end of period$49.0$77.9$49.0$77.9

Reclassifications out of accumulated other comprehensive loss are as follows:

Three Months EndedNine Months EndedAffected line items in the consolidated
September 30,September 30,statements of earnings
2023202220232022and comprehensive earnings
(Dollars in Millions)
Pension and postretirement benefit plans
Settlement charge$—$4.5$—$4.5
Amortization of:
Prior service cost1.41.14.23.2
Actuarial loss0.10.9—2.8
1.56.54.210.5Other nonoperating income, net
Tax effect(0.4)(1.6)(1.1)(2.6)Income tax expense
Total$1.1$4.9$3.1$7.9

Earnings per Common Share

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 certain of the Company’s stock-based compensation arrangements. If there is a net loss, no amount of the undistributed loss is attributed to unvested 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 to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive. For the three and nine months ended September 30, 2023 and 2022, the diluted per-share computations reflect the number of common shares outstanding including the number of additional shares that would have been outstanding if the potentially dilutive common shares had been issued.

Page 12 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In Millions)
Basic weighted-average common shares outstanding61.862.361.962.4
Effect of dilutive employee and director awards0.20.20.20.1
Diluted weighted-average common shares outstanding62.062.562.162.5

Reclassifications

As of September 30, 2023, the Company combined products and services revenues and freight revenues into total revenues, and combined cost of revenues - products and services and cost of revenues - freight into total cost of revenues on the Company's consolidated statements of earnings and comprehensive 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.

2.

Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

Divestitures

On August 24, 2023, the Company announced a definitive agreement to sell the Tehachapi, California cement plant to UNACEM Corp S.A.A. In connection with the anticipated divestiture, as of September 30, 2023, the Company recorded a $21.9 million charge in discontinued operations with a corresponding valuation allowance for the related assets held for sale (disclosed in the tables below). The sale of the Tehachapi cement plant was completed on October 31, 2023.

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

On June 30, 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready-mixed concrete operations for $235 million in cash.

On April 1, 2022, the Company divested its Colorado and Central Texas ready-mixed concrete operations to Smyrna Ready Mix Concrete LLC. The transaction resulted in a pretax gain of $151.9 million, which was included in Other operating income, net, for the nine months ended September 30, 2022 and was inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture are reported in the West Group.

Discontinued Operations

Since October 1, 2021 and through the respective divestiture dates, the California cement businesses have been classified as assets held for sale on the Company’s consolidated balance sheets and the associated financial results have been reported as discontinued operations on the consolidated statements of earnings.

For the nine months ended September 30, 2023, discontinued operations included the Company's Tehachapi, California cement plant and the Stockton, California cement import terminal through the May 3, 2023 divestiture. Discontinued operations for the nine months ended September 30, 2022 also included the Company's Redding, California cement plant, related cement distribution terminals and 14 California ready-mixed concrete operations that were sold in June 2022.

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

Page 13 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(Dollars in Millions)
Total revenues$27.2$62.4$86.4$268.8
Pretax earnings (loss) from discontinued operations$3.9$4.7$(14.6)$21.1
Pretax (loss) gain on divestitures and sales of assets(21.9)0.7(19.6)(0.3)
Pretax (loss) earnings(18.0)5.4(34.2)20.8
Income tax (benefit) expense(4.4)1.3(8.4)6.5
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense$(13.6)$4.1$(25.8)$14.3

Total cash used for operating activities related to discontinued operations was $9.1 million for the nine months ended September 30, 2023. Total cash provided by investing activities related to discontinued operations was $53.0 million for the nine months ended September 30, 2023, which included $57.5 million of proceeds from divestitures and sales of assets and $4.5 million of cash used for capital expenditures. Total cash used for operating activities related to discontinued operations for the nine months ended September 30, 2022 was $35.8 million. Total cash provided by investing activities related to discontinued operations for the nine months ended September 30, 2022 was $236.7 million, which included $249.9 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures.

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at September 30, 2023 primarily included a cement plant in Tehachapi, California that was sold on October 31, 2023 and certain investment properties. At December 31, 2022, assets and liabilities held for sale also included the Stockton, California cement import terminal that was sold in May 2023.

Page 14 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Assets and liabilities held for sale are as follows:

September 30, 2023December 31, 2022
Continuing OperationsDiscontinued OperationsTotalContinuing OperationsDiscontinued OperationsTotal
(Dollars in Millions)
Inventories, net$—$25.8$25.8$—$31.3$31.3
Investment land19.4—19.440.6—40.6
Other assets—0.60.6—1.31.3
Total current assets held for sale$19.4$26.4$45.8$40.6$32.6$73.2
Property, plant and equipment$—$87.2$87.2$—$124.5$124.5
Intangible assets, excluding goodwill—208.5208.5—208.5208.5
Operating lease right-of-use assets—6.16.1—12.112.1
Goodwill—31.931.9—31.931.9
Valuation allowance for loss on sale—(26.4)(26.4)—(4.5)(4.5)
Total noncurrent assets held for sale$—$307.3$307.3$—$372.5$372.5
Lease obligations$—$(1.3)$(1.3)$—$(4.5)$(4.5)
Total current liabilities held for sale$—$(1.3)$(1.3)$—$(4.5)$(4.5)
Lease obligations$—$(2.5)$(2.5)$—$(4.1)$(4.1)
Asset retirement obligations—(17.6)(17.6)—(17.7)(17.7)
Total noncurrent liabilities held for sale$—$(20.1)$(20.1)$—$(21.8)$(21.8)

3.

Inventories, Net

September 30,December 31,
20232022
(Dollars in Millions)
Finished products$1,109.5$932.4
Products in process30.724.8
Raw materials66.271.7
Supplies and expendable parts179.6153.1
Total inventories1,386.01,182.0
Less: allowances(392.9)(308.3)
Inventories, net$993.1$873.7

Page 15 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

4.

Long-Term Debt

September 30,December 31,
20232022
(Dollars in Millions)
0.650% Senior Notes, due 2023 (discharged)$—$699.1
4.250% Senior Notes, due 2024399.5398.9
7% Debentures, due 2025124.8124.7
3.450% Senior Notes, due 2027298.6298.3
3.500% Senior Notes, due 2027492.0491.5
2.500% Senior Notes, due 2030471.3470.5
2.400% Senior Notes, due 2031889.2888.6
6.25% Senior Notes, due 2037228.4228.4
4.250% Senior Notes, due 2047590.3590.2
3.200% Senior Notes, due 2051850.1849.8
Total debt4,344.25,040.0
Less: current maturities(399.5)(699.1)
Long-term debt$3,944.7$4,340.9

On September 29, 2022, the Company satisfied and discharged the 2023 Notes. In connection with the satisfaction and discharge, the Company irrevocably deposited funds with Regions Bank, as trustee under the indenture governing the 2023 Notes, in an amount sufficient to satisfy all remaining principal and interest payments on the 2023 Notes. The Company utilized existing cash resources to fund the satisfaction and discharge. As a result of the satisfaction and discharge of the 2023 Notes, 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, survive the satisfaction and discharge. Because the discharge did not represent a legal defeasance, 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. 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, Regions Bank satisfied the remaining principal and interest payments and the 2023 Notes have been repaid in full.

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 an $800.0 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of December 21, 2027. 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. There were no borrowings outstanding under the Credit Agreement as of September 30, 2023 and December 31, 2022. Any outstanding principal amounts, together with interest accrued thereon, are due in full on that maturity date. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At September 30, 2023 and December 31, 2022, the Company had $2.6 million of outstanding letters of credit issued under the Revolving Facility.

Page 16 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined by the Revolving Facility, 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 and the Company's trade receivable securitization facility (discussed below), consolidated debt, as defined, which includes debt for which the Company is a guarantor (see Note 8), 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.

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 $500.0 million. There were no borrowings outstanding under the Trade Receivable Facility at September 30, 2023 and December 31, 2022.

5.

Financial Instruments

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

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 sought 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 2023 Notes and related interest payments.

Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. No single customer accounted for 10% or more of consolidated accounts receivable at September 30, 2023 and December 31, 2022. The carrying values of accounts receivable approximate their fair values.

Note receivable is a promissory note with an unconsolidated affiliate (see Note 8) and is not publicly traded. Management estimates that the carrying value of the note receivable approximates its fair value.

Page 17 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 value and fair value of the Company’s long-term debt were $4.34 billion and $3.56 billion, respectively, at September 30, 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.

6.

Income Taxes

The effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. The effective income tax rates for continuing operations were 20.6% and 22.1% for the nine months ended September 30, 2023 and 2022, respectively. The higher 2022 effective income tax rate versus 2023 was driven by the impact of the divestiture of the Colorado and Central Texas ready mixed concrete businesses and associated nondeductible goodwill.

7.

Pension and Postretirement Benefits

The net periodic benefit cost (credit) for pension and postretirement benefits includes the following components:

PensionPostretirement Benefits
Three Months Ended September 30,
2023202220232022
(Dollars in Millions)
Service cost$8.2$12.0$—$—
Interest cost12.810.30.10.1
Expected return on assets(17.9)(19.3)——
Amortization of:
Prior service cost (credit)1.51.3(0.1)(0.2)
Actuarial loss (gain)0.21.0(0.1)(0.1)
Settlement charge—4.5——
Net periodic benefit cost (credit)$4.8$9.8$(0.1)$(0.2)
PensionPostretirement Benefits
Nine Months Ended September 30,
2023202220232022
(Dollars in Millions)
Service cost$24.6$36.1$—$—
Interest cost38.530.90.40.2
Expected return on assets(53.6)(58.0)——
Amortization of:
Prior service cost (credit)4.43.7(0.2)(0.5)
Actuarial loss (gain)0.53.0(0.5)(0.2)
Settlement charge—4.5——
Net periodic benefit cost (credit)$14.4$20.2$(0.3)$(0.5)

Page 18 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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

8.

Commitments and Contingencies

Legal and Administrative Proceedings

The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities, including matters relating to environmental protection. The Company considers various factors in assessing the probable outcome of each matter, including but not limited to the nature of existing legal proceedings and claims, the asserted or possible damages, the jurisdiction and venue of the case and whether it is a jury trial, the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, the Company’s experience in similar cases and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond to the proceeding or claim. The Company’s assessment of these factors may change over time as proceedings or claims progress. The Company believes the probability is remote that the outcome of any currently pending legal or administrative proceeding will result in a material loss to the Company as a whole, based on currently available facts.

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 September 30, 2023, the Company was contingently liable for $24.8 million in letters of credit.

Borrowing Arrangements with Affiliate

The Company is a guarantor of an unconsolidated affiliate's $15.0 million revolving line of credit agreement with Truist Bank that has a maturity date of March 2024. There were no borrowings outstanding on the line of credit at September 30, 2023. The affiliate has agreed to reimburse and indemnify the Company for any payments and expenses the Company may incur from this agreement. The Company holds a lien on the affiliate’s membership interest in a joint venture as collateral for payment under the revolving line of credit.

In addition, the Company has a $6.0 million interest-only note receivable, due December 31, 2024, outstanding from this unconsolidated affiliate at September 30, 2023 and December 31, 2022.

9.

Segments

The Building Materials business contains two reportable segments: the East Group and the West Group. The Company also has a Magnesia Specialties reportable segment. The Company’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 expense; other nonoperating income and expenses, net; and income tax expense. Corporate loss from operations primarily includes depreciation; expenses for corporate administrative functions; acquisition and integration expenses; and other nonrecurring income and expenses not attributable to operations of the Company's operating segments.

Page 19 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following table displays selected financial data for the Company’s reportable segments. Total revenues, as presented on the consolidated statements of earnings and comprehensive 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. For the nine months ended September 30, 2022, earnings from operations for the West Group included a nonrecurring gain on divested assets of $151.9 million.

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(Dollars in Millions)
Total revenues:
East Group$814.3$773.6$2,079.0$1,866.9
West Group1,104.3962.42,850.62,582.9
Total Building Materials business1,918.61,736.04,929.64,449.8
Magnesia Specialties75.575.7239.4234.4
Total$1,994.1$1,811.7$5,169.0$4,684.2
Earnings (Loss) from operations:
East Group$295.2$239.4$631.6$478.0
West Group283.0159.7617.3477.2
Total Building Materials business578.2399.11,248.9955.2
Magnesia Specialties16.916.560.858.4
Total reportable segments595.1415.61,309.71,013.6
Corporate(28.5)(9.7)(83.8)(69.2)
Consolidated earnings from operations566.6405.91,225.9944.4
Interest expense40.842.8125.1126.4
Other nonoperating income, net(14.3)(7.3)(49.2)$(40.1)
Consolidated earnings from continuing operations before income tax expense$540.1$370.4$1,150.0$858.1

Page 20 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10.

Revenues and Gross Profit

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. For product and freight revenues, 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 September 30, 2023 and 2022 were $268.0 million and $304.3 million, respectively, where the remaining periods to complete these obligations ranged from one month to 25 months and one month to 37 months, respectively.

Service Revenues. Service revenues, which include paving services located in California and Colorado, were $172.9 million and $138.7 million for the three months ended September 30, 2023 and 2022, respectively, and are reported in the West Group. Service revenues for the nine months ended September 30, 2023 and 2022 were $307.2 million and $252.1 million, respectively.

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:

September 30, 2023December 31, 2022
(Dollars in Millions)
Costs in excess of billings$20.8$5.1
Billings in excess of costs$10.9$10.5

Revenues recognized from the beginning balance of contract liabilities for the three months ended September 30, 2023 and 2022 were $5.4 million and $4.1 million, respectively, and for the nine months ended September 30, 2023 and 2022 were $9.8 million and $7.4 million, respectively.

Retainage, which primarily relates to the paving services, represents amounts that have been billed to customers but payment is withheld until final acceptance of the performance obligation by the customer. Retainage, which is included in Other current assets on the Company’s consolidated balance sheets, was $15.7 million and $13.4 million at September 30, 2023 and December 31, 2022, respectively.

Page 21 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following table, which is reconciled to consolidated amounts, provides 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.

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(Dollars in Millions)
Total revenues:
Building Materials business:
Aggregates$1,216.3$1,130.7$3,279.6$2,945.0
Cement199.1168.2565.3469.0
Ready mixed concrete285.2227.7776.5745.4
Asphalt and paving services359.9314.0658.7586.4
Less: interproduct revenues(141.9)(104.6)(350.5)(296.0)
Total Building Materials business1,918.61,736.04,929.64,449.8
Magnesia Specialties75.575.7239.4234.4
Total$1,994.1$1,811.7$5,169.0$4,684.2
Gross profit (loss):
Building Materials business:
Aggregates$440.6$333.6$1,049.5$743.6
Cement108.767.3249.0144.8
Ready mixed concrete34.118.780.755.3
Asphalt and paving services66.149.782.163.0
Total Building Materials business649.5469.31,461.31,006.7
Magnesia Specialties21.420.674.170.9
Corporate5.1(2.1)3.8(8.5)
Total$676.0$487.8$1,539.2$1,069.1

Page 22 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2023

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

11.

Supplemental Cash Flow Information

Noncash investing and financing activities are as follows:

Nine Months Ended
September 30,
20232022
(Dollars in Millions)
Accrued liabilities for purchases of property, plant and equipment$65.3$51.8
Remeasurement of operating lease right-of-use assets$6.1$(4.9)
Remeasurement of finance lease right-of-use assets$—$(11.4)
Right-of-use assets obtained in exchange for new operating lease liabilities$36.9$23.4
Right-of-use assets obtained in exchange for new finance lease liabilities$18.7$10.2
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:

Nine Months Ended
September 30,
20232022
(Dollars in Millions)
Cash paid for interest, net of capitalized amount$121.1$126.3
Cash paid for income taxes, net of refunds$202.7$160.0

Page 23 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

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.