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 June 30, 2022

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	NYSE

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 July 25, 2022
Common Stock, $0.01 par value	62,374,140

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2022

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – June 30, 2022 and December 31, 2021		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three and Six Months Ended June 30, 2022 and 2021		4
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2022 and 2021		5
Consolidated Statements of Total Equity – Three and Six Months Ended June 30, 2022 and 2021		6
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures About Market Risk		49
Item 4. Controls and Procedures		50
Part II. Other Information:
Item 1. Legal Proceedings		51
Item 1A. Risk Factors		51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		51
Item 4. Mine Safety Disclosures		51
Item 6. Exhibits		52
Signatures		53

Page 2 of 53

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(In Millions, Except Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	772.1		$	258.4
Restricted cash		—			0.5
Accounts receivable, net		1,026.6			774.0
Inventories, net		835.2			752.6
Current assets held for sale		57.5			102.2
Other current assets		68.9			137.9
Total Current Assets		2,760.3			2,025.6
Property, plant and equipment		10,311.5			10,370.0
Allowances for depreciation, depletion and amortization		(4,147.2	)		(4,032.0	)
Net property, plant and equipment		6,164.3			6,338.0
Goodwill		3,400.5			3,494.4
Other intangibles, net		1,043.6			1,065.0
Operating lease right-of-use assets, net		402.3			426.7
Noncurrent assets held for sale		388.2			616.9
Other noncurrent assets		383.6			426.4
Total Assets	$	14,542.8		$	14,393.0
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	359.7		$	356.2
Accrued salaries, benefits and payroll taxes		57.7			86.6
Accrued other taxes		106.5			58.4
Accrued interest		42.8			48.0
Operating lease liabilities		54.4			53.9
Current liabilities held for sale		5.2			7.5
Other current liabilities		135.1			142.0
Total Current Liabilities		761.4			752.6
Long-term debt		5,044.3			5,100.8
Deferred income taxes, net		852.8			895.3
Noncurrent operating lease liabilities		356.3			379.4
Noncurrent liabilities held for sale		29.1			53.5
Other noncurrent liabilities		726.8			673.8
Total Liabilities		7,770.7			7,855.4
Equity:
Common stock, par value $0.01 per share (62.4 shares    outstanding at June 30, 2022 and December 31, 2021)		0.6			0.6
Preferred stock, par value $0.01 per share		—			—
Additional paid-in capital		3,474.4			3,470.4
Accumulated other comprehensive loss		(128.1	)		(97.6	)
Retained earnings		3,423.1			3,161.9
Total Shareholders' Equity		6,770.0			6,535.3
Noncontrolling interests		2.1			2.3
Total Equity		6,772.1			6,537.6
Total Liabilities and Equity	$	14,542.8		$	14,393.0

See accompanying notes to the consolidated financial statements.

Page 3 of 53

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(In Millions, Except Per Share Data)
Products and services revenues	$	1,523.8		$	1,295.3		$	2,671.6		$	2,217.2
Freight revenues		117.9			82.6			200.9			143.1
Total Revenues		1,641.7			1,377.9			2,872.5			2,360.3
Cost of revenues - products and services		1,095.6			910.0			2,087.5			1,656.0
Cost of revenues - freight		120.9			82.8			203.7			144.5
Total Cost of Revenues		1,216.5			992.8			2,291.2			1,800.5
Gross Profit		425.2			385.1			581.3			559.8
Selling, general & administrative expenses		104.1			82.4			201.2			162.2
Acquisition and integration expenses		2.9			9.3			4.3			10.6
Other operating income, net		(160.4	)		(14.1	)		(162.6	)		(19.8	)
Earnings from Operations		478.6			307.5			538.4			406.8
Interest expense		43.1			28.1			83.6			55.6
Other nonoperating income, net		(22.0	)		(8.7	)		(32.9	)		(18.2	)
Earnings from continuing operations before income tax expense		457.5			288.1			487.7			369.4
Income tax expense		104.4			62.3			110.2			78.1
Earnings from continuing operations		353.1			225.8			377.5			291.3
Earnings from discontinued operations, net of income tax expense		13.3			—			10.2			—
Consolidated net earnings		366.4			225.8			387.7			291.3
Less: Net (loss) earnings attributable to noncontrolling interests		(0.1	)		—			(0.2	)		0.2
Net Earnings Attributable to Martin Marietta Materials, Inc.	$	366.5		$	225.8		$	387.9		$	291.1
Consolidated Comprehensive Earnings (Loss):
Earnings attributable to Martin Marietta Materials, Inc.	$	367.7		$	228.4		$	357.4		$	296.5
(Loss) Earnings attributable to noncontrolling interests		(0.1	)		—			(0.2	)		0.2
	$	367.6		$	228.4		$	357.2		$	296.7
Net Earnings Attributable to Martin Marietta Materials, Inc.
Per Common Share:
Basic from continuing operations attributable to common    shareholders	$	5.66		$	3.62		$	6.06		$	4.66
Basic from discontinued operations attributable to    common shareholders		0.21			—			0.16		$	—
	$	5.87		$	3.62		$	6.22		$	4.66
Diluted from continuing operations attributable to common    shareholders	$	5.65		$	3.61		$	6.04		$	4.65
Diluted from discontinued operations attributable to    common shareholders		0.21			—			0.16		$	—
	$	5.86		$	3.61		$	6.20		$	4.65
Weighted-Average Common Shares Outstanding:
Basic		62.4			62.4			62.4			62.4
Diluted		62.5			62.5			62.6			62.5

See accompanying notes to the consolidated financial statements.

Page 4 of 53

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30,
	2022			2021
	(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings	$	387.7		$	291.3
Adjustments to reconcile consolidated net earnings to net cash    provided by operating activities:
Depreciation, depletion and amortization		256.6			206.5
Stock-based compensation expense		24.5			20.8
Gain on divestitures, sales of assets and extinguishment of debt		(173.9	)		(19.2	)
Deferred income taxes, net		(32.7	)		3.4
Other items, net		(3.4	)		(7.3	)
Changes in operating assets and liabilities, net of effects of    acquisitions and divestitures:
Accounts receivable, net		(252.6	)		(137.8	)
Inventories, net		(79.5	)		36.9
Accounts payable		68.5			54.7
Other assets and liabilities, net		91.0			(8.1	)
Net Cash Provided by Operating Activities		286.2			441.2
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(220.7	)		(213.0	)
Acquisitions, net of cash acquired		11.0			(653.2	)
Proceeds from divestitures and sales of assets		644.4			31.9
Investments in life insurance contracts, net		1.8			11.2
Other investing activities, net		(3.0	)		—
Net Cash Provided by (Used for) Investing Activities		433.5			(823.1	)
Cash Flows from Financing Activities:
Borrowings of debt		—			400.0
Repayments of debt		(47.7	)		(160.0	)
Payments on finance lease obligations		(7.3	)		(4.3	)
Debt issuance costs		—			(0.3	)
Distributions to owners of noncontrolling interest		—			(0.5	)
Repurchases of common stock		(50.0	)		—
Dividends paid		(77.0	)		(71.8	)
Proceeds from exercise of stock options		0.6			0.8
Shares withheld for employees' income tax obligations		(25.1	)		(16.1	)
Net Cash (Used for) Provided by Financing Activities		(206.5	)		147.8
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		513.2			(234.1	)
Cash, Cash Equivalents and Restricted Cash, beginning of period		258.9			304.4
Cash, Cash Equivalents and Restricted Cash, end of period	$	772.1		$	70.3

See accompanying notes to the consolidated financial statements.

Page 5 of 53

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY

(In Millions, Except Per Share Data)	Shares of Common Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance at March 31, 2022		62.4	$	0.6	$	3,462.6	$	(129.3	)	$	3,094.9		$	6,428.8		$	2.2		$	6,431.0
Consolidated net earnings (loss)		—		—		—		—			366.5			366.5			(0.1	)		366.4
Other comprehensive earnings,    net of tax		—		—		—		1.2			—			1.2			—			1.2
Dividends declared ($0.61 per share)		—		—		—		—			(38.3	)		(38.3	)		—			(38.3	)
Issuances of common stock for stock    award plans		—