Martin Marietta Materials 10-Q 2024-09-30

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, 2024

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 25, 2024
Common Stock, $0.01 par value		61,118,057

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – September 30, 2024 and December 31, 2023		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three and Nine Months Ended September 30, 2024 and 2023		4
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2024 and 2023		5
Consolidated Statements of Total Equity – Three and Nine Months Ended September 30, 2024 and 2023		6
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3. Quantitative and Qualitative Disclosures About Market Risk		37
Item 4. Controls and Procedures		37
Part II. Other Information:
Item 1. Legal Proceedings		38
Item 1A. Risk Factors		38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 4. Mine Safety Disclosures		38
Item 5. Other Information		38
Item 6. Exhibits		39
Signatures		40

Page 2 of 40

PART I. FINANCIAL INFORMATION

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2024				2023
		(In Millions, Except Share and Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents		$	52			$	1,272
Restricted cash			—				10
Accounts receivable, net			916				753
Inventories, net			1,089				989
Current assets held for sale			10				807
Deposits			132				—
Other current assets			120				88
Total Current Assets			2,319				3,919
Property, plant and equipment			13,588				10,708
Allowances for depreciation, depletion and amortization			(4,874	)			(4,522	)
Net property, plant and equipment			8,714				6,186
Goodwill			3,768				3,389
Other intangibles, net			705				698
Operating lease right-of-use assets, net			376				372
Other noncurrent assets			587				561
Total Assets		$	16,469			$	15,125
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable		$	315			$	343
Accrued salaries, benefits and payroll taxes			67				102
Accrued income taxes			231				6
Accrued other taxes			61				47
Accrued interest			36				41
Current maturities of long-term debt			95				400
Current operating lease liabilities			54				53
Other current liabilities			134				178
Total Current Liabilities			993				1,170
Long-term debt			3,948				3,946
Deferred income taxes, net			1,127				874
Noncurrent operating lease liabilities			337				327
Noncurrent asset retirement obligations			409				383
Other noncurrent liabilities			484				389
Total Liabilities			7,298				7,089
Commitments and contingent liabilities - Note 9			—				—
Equity:
Common stock, par value $0.01 per share (61,118,057 shares and 61,821,421 shares outstanding at September 30, 2024 and December 31, 2023, respectively)			1				1
Preferred stock, par value $0.01 per share			—				—
Additional paid-in capital			3,544				3,519
Accumulated other comprehensive loss			(46	)			(49	)
Retained earnings			5,670				4,563
Total Shareholders' Equity			9,169				8,034
Noncontrolling interests			2				2
Total Equity			9,171				8,036
Total Liabilities and Equity		$	16,469			$	15,125

See accompanying notes to the consolidated financial statements.

Page 3 of 40

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,
		2024				2023				2024				2023
		(In Millions, Except Per Share Data)
Revenues		$	1,889			$	1,994			$	4,905			$	5,169
Cost of revenues			1,290				1,318				3,517				3,630
Gross Profit			599				676				1,388				1,539
Selling, general and administrative expenses			105				108				341				324
Acquisition, divestiture and integration expenses			4				3				44				5
Other operating expense (income), net			1				(2	)			(1,305	)			(16	)
Earnings from Operations			489				567				2,308				1,226
Interest expense			38				41				119				125
Other nonoperating income, net			(7	)			(14	)			(54	)			(49	)
Earnings from continuing operations before income tax expense			458				540				2,243				1,150
Income tax expense			95				110				541				237
Earnings from continuing operations			363				430				1,702				913
Loss from discontinued operations, net of income tax benefit			—				(13	)			—				(26	)
Consolidated net earnings			363				417				1,702				887
Less: Net earnings attributable to noncontrolling interests			—				—				1				1
Net Earnings Attributable to Martin Marietta		$	363			$	417			$	1,701			$	886
Consolidated Comprehensive Earnings (See Note 1):
Earnings attributable to Martin Marietta		$	365			$	417			$	1,704			$	889
Earnings attributable to noncontrolling interests			—				—				1				1
		$	365			$	417			$	1,705			$	890
Net Earnings (Loss) Attributable to Martin Marietta
Per Common Share:
Basic earnings per share from continuing operations attributable to common shareholders		$	5.93			$	6.96			$	27.68			$	14.73
Basic loss per share from discontinued operations attributable to common shareholders			—				(0.22	)			—				(0.42	)
		$	5.93			$	6.74			$	27.68			$	14.31
Diluted earnings per share from continuing operations attributable to common shareholders		$	5.91			$	6.94			$	27.60			$	14.69
Diluted loss per share from discontinued operations attributable to common shareholders			—				(0.22	)			—				(0.42	)
		$	5.91			$	6.72			$	27.60			$	14.27
Weighted-Average Common Shares Outstanding:
Basic			61.1				61.8				61.5				61.9
Diluted			61.3				62.0				61.6				62.1

See accompanying notes to the consolidated financial statements.

Page 4 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

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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, 2024, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 380 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. 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 and 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
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 and Ready Mixed Concrete, Asphalt and Paving Services
Facility Types		Quarries, Mines, Asphalt Plants and Distribution Facilities		Quarries, Cement Plant, 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. Excessive rainfall, drought, wildfire and extreme hot and cold temperatures 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.

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 industry.

Page 25 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to the Company’s critical accounting policies during the nine months ended September 30, 2024.

RESULTS OF OPERATIONS

Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition, divestiture and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting (the Inventory Markup); nonrecurring gain on divestiture; and noncash asset and portfolio rationalization charge, or Adjusted EBITDA, is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Effective January 1, 2024, the Company has elected to add back, for purposes of its Adjusted EBITDA calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million. For 2024, this includes the acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast) and the divestiture of the South Texas cement plant and related ready mixed concrete operations (the Divestiture).

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,
		2024				2023				2024				2023
		(Dollars in Millions)
Net earnings from continuing operations attributable to Martin Marietta		$	363			$	430			$	1,701			$	912
Add back (Deduct):
Interest expense, net of interest income			38				32				85				93
Income tax expense for controlling interests			95				110				541				237
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates			148				130				416				378
Acquisition, divestiture and integration expenses			2				3				39				5
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting			—				—				20				—
Nonrecurring gain on divestiture			—				—				(1,331	)			—
Noncash asset and portfolio rationalization charge			—				—				50				—
Adjusted EBITDA		$	646			$	705			$	1,521			$	1,625

Page 26 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

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 per ton to organic mix-adjusted ASP and corresponding variances:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
		(Dollars per ton)
Aggregates:
Reported average selling price		$	21.52			$	19.98			$	21.74			$	19.72
Adjustment for impact of acquisitions			0.27				—				0.27				—
Organic average selling price		$	21.79			$	19.98			$	22.01			$	19.72
Adjustment for impact of product, geographic and other mix			(0.05	)							(0.04	)
Organic mix-adjusted ASP		$	21.74							$	21.97
Reported average selling price variance			7.7	%							10.2	%
Organic average selling price variance			9.1	%							11.6	%
Organic mix-adjusted ASP variance			8.9	%							11.4	%

Page 27 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Quarter Ended September 30, 2024

The following tables present 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, 2024 and 2023. Gross profit (loss) is stated as a percentage of revenues of the Company, the relevant segment or the product line, as the case may be.

		Three Months Ended September 30,
		2024						2023
		Amount						Amount
		(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates		$	772					$	736
Asphalt			91						90
Less: Interproduct revenues			(14	)					(12	)
East Group Total			849						814
West Group
Aggregates			478						480
Cement and ready mixed concrete			296						422
Asphalt and paving services			252						270
Less: Interproduct revenues			(68	)					(68	)
West Group Total			958						1,104
Total Building Materials business			1,807						1,918
Total Magnesia Specialties			82						76
Total		$	1,889					$	1,994

		Three Months Ended September 30,
		2024						2023
		Amount				% of Revenues		Amount				% of Revenues
		(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates		$	438			35%		$	441			36%
Cement and ready mixed concrete			89			30%			143			34%
Asphalt and paving services			61			18%			66			18%
Total Building Materials business			588			33%			650			34%
Magnesia Specialties			29			35%			21			28%
Corporate			(18	)					5
Total		$	599			32%		$	676			34%

Page 28 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Building Materials Business

The following table presents shipment data for the Building Materials business:

		Three Months Ended September 30,
		2024				2023				% Change
		(In Millions)
Aggregates tons			53.7				55.9				(3.9	)%
Cement tons			0.6				1.1				(43.7	)%
Ready Mixed Concrete cubic yards			1.3				1.8				(24.7	)%
Asphalt tons			3.6				3.9				(6.7	)%

Third-quarter aggregates shipments decreased 3.9% from the prior-year quarter, as shipments from acquired operations were offset by historically wet weather in the Company's East and Southwest divisions, and softer warehouse and residential demand across the Company's footprint. Aggregates average selling price per ton of $21.52 increased 7.7%, or 8.9% on an organic mix-adjusted basis, over the prior-year quarter. Aggregates gross profit decreased modestly to $438 million, driven primarily by lower operating leverage from reduced shipments and weather-driven inefficiencies, which were largely offset by acquisition contributions.

Cement and ready mixed concrete revenues decreased 30% to $296 million and gross profit decreased 37% to $89 million, compared with the prior-year quarter, primarily attributable to the Divestiture.

Asphalt and paving revenues decreased 5% from the prior-year quarter to $343 million as shipments were negatively impacted by project delays and softer nonresidential market demand. Gross profit decreased 8% from prior year to $61 million due to lower revenues combined with higher aggregates costs.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market decreased 4% quarter-over-quarter, as contributions from acquired operations were more than offset by weather-driven project delays. The infrastructure market accounted for 39% of third-quarter aggregates shipments.

Aggregates shipments to the nonresidential market decreased 4%, driven by inclement weather in many of the Company's markets and declining warehouse construction, partially offset by shipments at acquired operations. The nonresidential market represented 33% of third-quarter aggregates shipments.

Aggregates shipments to the residential market decreased 2%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 23% of third-quarter aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of third-quarter aggregates shipments. Volumes to this end use market decreased 15% quarter-over-quarter due to inclement weather and project delays.

Magnesia Specialties Business

Magnesia Specialties third-quarter revenues of $82 million increased 8% from the prior-year quarter and gross profit increased 34% to $29 million, as pricing growth and improved lime shipments, coupled with lower energy costs, more than offset lower chemical shipments.

Page 29 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Consolidated Operating Results

Consolidated SG&A for the third quarter of 2024 was 5.6% of revenues compared with 5.4% in the prior-year quarter.

Net earnings from continuing operations attributable to Martin Marietta were $363 million, or $5.91 per diluted share, in 2024 compared with $430 million, or $6.94 per diluted share, in 2023.

Nine Months Ended September 30, 2024

The following tables present 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, 2024 and 2023. Gross profit (loss) is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

		Nine Months Ended September 30,
		2024						2023
		Amount						Amount
		(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates		$	2,084					$	1,954
Asphalt			137						146
Less: Interproduct revenues			(23	)					(21	)
East Group Total			2,198						2,079
West Group
Aggregates			1,293						1,326
Cement and ready mixed concrete			822						1,175
Asphalt and paving services			510						513
Less: Interproduct revenues			(161	)					(163	)
West Group Total			2,464						2,851
Total Building Materials business			4,662						4,930
Total Magnesia Specialties			243						239
Total		$	4,905					$	5,169

Page 30 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

		Nine Months Ended September 30,
		2024						2023
		Amount				% of Revenues		Amount				% of Revenues
		(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates		$	1,069			32%		$	1,050			32%
Cement and ready mixed concrete			192			23%			329			28%
Asphalt and paving services			77			12%			82			12%
Total Building Materials business			1,338			29%			1,461			30%
Magnesia Specialties			84			35%			74			31%
Corporate			(34	)					4
Total		$	1,388			28%		$	1,539			30%

Building Materials Business

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

		Nine Months Ended September 30,
		2024				2023				% Change
		(In Millions)
Aggregates tons			143.3				152.2				(5.8	)%
Cement tons			1.8				3.2				(44.6	)%
Ready Mixed Concrete cubic yards			3.7				5.1				(26.3	)%
Asphalt tons			6.7				7.0				(5.2	)%

Year-to-date aggregates shipments decreased 5.8%, due largely to significant precipitation in Texas and the Company's East and Central Divisions, as well as softening demand in warehouse, office and retail construction, which were partially offset by shipments from acquired operations. Aggregates average selling price per ton of $21.74 increased 10.2%, or 11.4% on an organic mix-adjusted basis, due to strong realization of the cumulative effects of 2023 and 2024 pricing actions. Aggregates gross profit improved 2% to $1.1 billion, as pricing growth more than offset lower shipments.

Cement and ready mixed concrete revenues decreased 30% to $822 million and gross profit decreased 42% to $192 million, compared with the prior-year period, primarily attributable to the Divestiture, as well as significant precipitation in Texas.

Asphalt and paving revenues decreased 2% to $647 million and gross profit decreased 7% to $77 million, compared with the prior-year period, as lower asphalt shipments and higher aggregates costs more than offset pricing growth.

Aggregates End-Use Markets

While aggregates shipments to the infrastructure market decreased 4%, due largely to inclement weather, the Company expects public construction activity to grow, supported by federal and state funding increases. The infrastructure market accounted for 37% of year-to-date aggregates shipments.

Page 31 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Aggregates shipments to the nonresidential market decreased 7%, driven by inclement weather in many of the Company's markets and declining warehouse, office and retail construction. The nonresidential market represented 35% of year-to-date aggregates shipments.

Aggregates shipments to the residential market decreased 6%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 23% of year-to-date aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments. Volumes to this end use market decreased 8% from the prior-year period.

Magnesia Specialties Business

Magnesia Specialties revenues increased 2% to $243 million for the nine months ended September 30, 2024 and gross profit increased 14% to $84 million, as higher pricing combined with lower energy and raw materials costs more than offset lower chemical shipments.

Consolidated Operating Results

Consolidated SG&A for the nine months ended September 30 of 2024 was 7.0% of revenues compared with 6.3% in the prior-year period, reflecting lower revenues.

For the nine months ended September 30, consolidated other operating income, net, was $1.3 billion in 2024 and $16 million in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge (the Rationalization Charge; see Note 13 to the unaudited consolidated financial statements).

Earnings from operations for the nine months ended September 30 were $2.3 billion in 2024 compared with $1.2 billion in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture.

For the nine months ended September 30, 2024 and 2023, the effective income tax rates for continuing operations were 24.1% and 20.6%, respectively. The higher 2024 effective income tax rate versus 2023 was driven by the Divestiture, which reflected the write-off of certain nondeductible goodwill and was treated as a discrete tax event.

Net earnings from continuing operations attributable to Martin Marietta were $1.7 billion, or $27.60 per diluted share, in 2024 compared with $912 million, or $14.69 per diluted share, in 2023. 2024 included an after-tax gain of $976 million, or $15.83 per diluted share, on the Divestiture, an after-tax loss of $37 million, or $0.61 per diluted share, for the Rationalization Charge, an after-tax charge of $15 million, or $0.23 per diluted share, for the Inventory Markup and after-tax acquisition, divestiture and integration expenses of $31 million, or $0.50 per diluted share, related to the Blue Water Industries LLC acquisition and the Divestiture.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the nine months ended September 30, 2024 and 2023 was $773 million and $973 million, respectively, with the year-over-year decrease driven largely by significantly higher income tax payments in 2024 resulting from the Divestiture. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization, and changes in working capital requirements.

The Internal Revenue Service recently announced disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene. This relief allows the Company to defer estimated federal and certain state income, payroll and excise

Page 32 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

tax payments for the period from August 2024 through April 2025. The deferred obligation will be due May 1, 2025. The Company deferred income tax payments of $123 million under this provision as of September 30, 2024, which benefited operating cash flow for the nine months ended September 30, 2024.

The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 2023 net cash provided by operating activities was $1.5 billion.

During the nine months ended September 30, 2024 and 2023, the Company paid $622 million and $464 million, respectively, for additions to property, plant and equipment. Included in the 2024 additions is the purchase of land and aggregates reserves.

During the first quarter of 2024, the Company received pretax cash proceeds of $2.1 billion from the Divestiture. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC. Subsequently, the Company used available liquidity to fund the South Florida aggregates acquisition on October 25, 2024.

On July 2, 2024, the Company used available liquidity to repay the $400 million of 4.250% Senior Notes that matured by their own terms.

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. During the first nine months of 2024, the Company repurchased 785,758 shares of common stock at an average price of $572.70 and an aggregate cost of $450 million. At September 30, 2024, 11.9 million shares of common stock remain under the Company’s repurchase authorization.

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 17, 2025. 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 2028. 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 or 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 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, 2024.

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.

Cash on hand, 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, 2024, there was $95 million outstanding under the Trade Receivable Facility and no amounts outstanding under the Revolving Facility, and the Company had $1.10 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. As of October

Page 33 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

30, 2024, there was $300 million outstanding under the Trade Receivable Facility and $400 million outstanding under the Revolving Facility. 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, 2023. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

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 herein 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 and weather 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 fuel tax(es) or other revenue related to public construction;

the impact of the U.S. elections on the amount available under and timing of federal and state infrastructure spending;

the level and timing of federal, state or local transportation or infrastructure or public projects funding, most particularly in Texas, North Carolina, Colorado, California, Georgia, Minnesota, Arizona, Iowa, Florida and Indiana;

the United States Congress’ inability to reach agreement among themselves or with the Executive Branch 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;

Page 34 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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 such a decline, particularly in Texas and West Virginia;

sustained high mortgage interest rates and other factors that have resulted in a slowdown in private construction in some geographies;

unfavorable weather conditions, particularly Atlantic Ocean, Pacific Ocean and Gulf of Mexico storm and hurricane activity, wildfires, the late start to spring or the early onset of winter and the impact of a drought, excessive rainfall or extreme temperatures 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 and energy costs, 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;

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 or societal response, including any impact on the Company's suppliers, customers, or other business partners as well as on its employees;

the performance of the United States economy;

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 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 geopolitical conflicts, including the war between Russia and Ukraine, the war in Israel and related conflict in the Middle East and the 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;

proper functioning of information technology and automated operating systems to manage or support operations;

Page 35 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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;

the strategic benefits, outlook, performance and opportunities expected as a result of acquisitions and portfolio optimization;

changes in tax laws, the interpretation of such laws and/or administrative practices, including acquisitions or divestitures, that would increase the Company’s tax rate;

cybersecurity risks;

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, 2023 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, 2023, by writing to:

Martin Marietta

Attn: Corporate Secretary

4123 Parklake Avenue

Raleigh, North Carolina 27612

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 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

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 58% of aggregates shipments for the nine months ended September 30, 2024, is affected by interest rates. While the Federal Reserve has lowered the target federal funds rate 50 basis points since December 31, 2023, it remains above historical levels.

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, 2024, the Company had an $800 million Revolving Facility and a $400 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on variable-rate borrowings of $95 million, which was the collective outstanding balance at September 30, 2024, would increase interest expense by $1 million on an annual basis.

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, 2023.

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, cash flow, financial condition and results of operations.

Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal and petroleum coke, 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 2024 energy requirements. Organic energy expense for the nine months ended September 30, 2024 decreased 15% compared with the prior-year period, reflecting a $0.33-per-gallon decrease in organic diesel costs and a 36% decrease in organic natural gas costs. A hypothetical 10% change in the Company’s organic energy prices in 2024 as compared with 2023, assuming comparable volumes, would change 2024 energy expense by $36 million.

Evaluation of Disclosure Controls and Procedures. As of September 30, 2024, 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, 2024. 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 37 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 9 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, 2023.

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, 2024 - July 31, 2024			—			$	—				—				11,935,338
August 1, 2024 - August 31, 2024			—			$	—				—				11,935,338
September 1, 2024 - September 30, 2024			—			$	—				—				11,935,338
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, 2024, 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 38 of 40

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2024

PART II. OTHER INFORMATION

(Continued)

Exhibit No.		Document
31.01		Certification dated October 30, 2024 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 October 30, 2024 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 October 30, 2024 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 October 30, 2024 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 39 of 40

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: October 30, 2024	By:		/s/ James A. J. Nickolas
			James A. J. Nickolas
			Executive Vice President and
			Chief Financial Officer

Page 40 of 40