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 March 31, 2023

OR

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

For the transition period from to

Commission File Number: 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par Value $0.01)	MLM	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 April 28, 2023
Common Stock, $0.01 par value	61,968,757

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2023

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – March 31, 2023 and December 31, 2022		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three Months Ended March 31, 2023 and 2022		4
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2023 and 2022		5
Consolidated Statements of Total Equity – Three Months Ended March 31, 2023 and 2022		6
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
Item 4. Controls and Procedures		33
Part II. Other Information:
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 4. Mine Safety Disclosures		34
Item 6. Exhibits		35
Signatures		36

Page 2 of 36

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2023			2022
	(In Millions, Except Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	229.4		$	358.0
Restricted cash		0.1			0.8
Restricted investments (to satisfy discharged debt and related interest)		702.3			704.6
Accounts receivable, net		796.7			785.9
Inventories, net		948.7			873.7
Current assets held for sale		60.1			73.2
Other current assets		75.4			80.7
Total Current Assets		2,812.7			2,876.9
Property, plant and equipment		10,721.0			10,661.0
Allowances for depreciation, depletion and amortization		(4,441.5	)		(4,344.3	)
Net property, plant and equipment		6,279.5			6,316.7
Goodwill		3,649.5			3,649.5
Other intangibles, net		840.8			847.8
Operating lease right-of-use assets, net		382.9			383.5
Noncurrent assets held for sale		374.6			372.5
Other noncurrent assets		550.9			546.7
Total Assets	$	14,890.9		$	14,993.6
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	302.6		$	385.0
Accrued salaries, benefits and payroll taxes		37.9			71.6
Accrued other taxes		51.9			55.4
Accrued interest		41.2			42.8
Current maturities of discharged long-term debt		699.6			699.1
Operating lease liabilities		53.3			52.1
Current liabilities held for sale		4.2			4.5
Other current liabilities		137.3			135.1
Total Current Liabilities		1,328.0			1,445.6
Long-term debt		4,342.0			4,340.9
Deferred income taxes, net		921.0			914.3
Noncurrent operating lease liabilities		337.3			335.9
Noncurrent liabilities held for sale		21.2			21.8
Other noncurrent liabilities		763.9			762.3
Total Liabilities		7,713.4			7,820.8
Equity:
Common stock, par value $0.01 per share (62.0 shares and 62.1 shares    outstanding at March 31, 2023 and December 31, 2022, respectively)		0.6			0.6
Preferred stock, par value $0.01 per share		—			—
Additional paid-in capital		3,487.2			3,489.0
Accumulated other comprehensive loss		(37.4	)		(38.5	)
Retained earnings		3,724.6			3,719.4
Total Shareholders' Equity		7,175.0			7,170.5
Noncontrolling interests		2.5			2.3
Total Equity		7,177.5			7,172.8
Total Liabilities and Equity	$	14,890.9		$	14,993.6

See accompanying notes to the consolidated financial statements.

Page 3 of 36

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

	Three Months Ended
	March 31,
	2023			2022
	(In Millions, Except Per Share Data)
Total Revenues	$	1,354.1		$	1,230.8
Total Cost of Revenues		1,051.3			1,074.7
Gross Profit		302.8			156.1
Selling, general and administrative expenses		104.3			97.1
Acquisition and integration expenses		0.8			1.4
Other operating expenses (income), net		1.6			(2.3	)
Earnings from Operations		196.1			59.9
Interest expense		42.2			40.5
Other nonoperating income, net		(16.1	)		(10.8	)
Earnings from continuing operations before income tax expense		170.0			30.2
Income tax expense		35.5			5.8
Earnings from continuing operations		134.5			24.4
Loss from discontinued operations, net of income tax benefit		(12.9	)		(3.1	)
Consolidated net earnings		121.6			21.3
Less: Net earnings (loss) attributable to noncontrolling interests		0.2			(0.1	)
Net Earnings Attributable to Martin Marietta	$	121.4		$	21.4
Consolidated Comprehensive Earnings (Loss):
Earnings (Loss) attributable to Martin Marietta	$	122.5		$	(10.2	)
Earnings (Loss) attributable to noncontrolling interests		0.2			(0.1	)
	$	122.7		$	(10.3	)
Net Earnings (Loss) Attributable to Martin Marietta
Per Common Share:
Basic from continuing operations attributable to common    shareholders	$	2.17		$	0.39
Basic from discontinued operations attributable to    common shareholders		(0.21	)		(0.05	)
	$	1.96		$	0.34
Diluted from continuing operations attributable to common    shareholders	$	2.16		$	0.39
Diluted from discontinued operations attributable to    common shareholders		(0.21	)		(0.05	)
	$	1.95		$	0.34
Weighted-Average Common Shares Outstanding:
Basic		62.1			62.4
Diluted		62.2			62.6

See accompanying notes to the consolidated financial statements.

Page 4 of 36

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31,
	2023			2022
	(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings	$	121.6		$	21.3
Adjustments to reconcile consolidated net earnings to net cash    provided by operating activities:
Depreciation, depletion and amortization		123.6			128.2
Stock-based compensation expense		13.7			12.0
Gains on sales of assets		(1.0	)		(2.9	)
Deferred income taxes, net		6.3			5.2
Other items, net		(1.7	)		(0.9	)
Changes in operating assets and liabilities, net of effects of    acquisitions and divestitures:
Accounts receivable, net		(13.7	)		14.8
Inventories, net		(82.4	)		(28.9	)
Accounts payable		17.8			95.5
Other assets and liabilities, net		(23.7	)		(74.4	)
Net Cash Provided by Operating Activities		160.5			169.9
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(173.9	)		(139.8	)
Acquisitions, net of cash acquired		—			18.8
Proceeds from sales of assets		22.3			1.0
Investments in life insurance contracts, net		3.1			—
Other investing activities, net		(3.9	)		(3.0	)
Net Cash Used for Investing Activities		(152.4	)		(123.0	)
Cash Flows from Financing Activities:
Payments on finance lease obligations		(4.3	)		(3.7	)
Dividends paid		(41.6	)		(38.9	)
Repurchases of common stock		(75.0	)		(50.0	)
Proceeds from exercise of stock options		0.2			0.6
Shares withheld for employees’ income tax obligations		(16.7	)		(24.2	)
Net Cash Used for Financing Activities		(137.4	)		(116.2	)
Net Decrease in Cash, Cash Equivalents and Restricted Cash		(129.3	)		(69.3	)
Cash, Cash Equivalents and Restricted Cash, beginning of period		358.8			258.9
Cash, Cash Equivalents and Restricted Cash, end of period	$	229.5		$	189.6

See accompanying notes to the consolidated financial statements.

Page 5 of 36

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 December 31, 2021		62.4		$	0.6	$	3,470.4		$	(97.6	)	$	3,161.9		$	6,535.3		$	2.3		$	6,537.6
Consolidated net earnings (loss)		—			—		—			—			21.4			21.4			(0.1	)		21.3
Other comprehensive loss,    net of tax		—			—		—			(31.6	)		—			(31.6	)		—			(31.6	)
Dividends declared ($0.61 per common share)		—			—		—			—			(38.4	)		(38.4	)		—			(38.4	)
Issuances of common stock for stock    award plans		0.1			—		4.6			—			—			4.6			—			4.6
Shares withheld for employees'    income tax obligations		—			—		(24.4	)		—			—			(24.4	)		—			(24.4	)
Repurchases of common stock		(0.1	)		—		—			—			(50.0	)		(50.0	)		—			(50.0	)
Stock-based compensation expense		—			—		12.0			—			—			12.0			—			12.0
Balance at March 31, 2022		62.4		$	0.6	$	3,462.6		$	(129.2	)	$	3,094.9		$	6,428.9		$	2.2		$	6,431.1
Balance at December 31, 2022		62.1		$	0.6	$	3,489.0		$	(38.5	)	$	3,719.4		$	7,170.5		$	2.3		$	7,172.8
Consolidated net earnings		—			—		—			—			121.4			121.4			0.2			121.6
Other comprehensive earnings,    net of tax		—			—		—			1.1			—			1.1			—			1.1
Dividends declared ($0.66 per common share)		—			—		—			—			(41.2	)		(41.2	)		—			(41.2	)
Issuances of common stock for stock    award plans		0.1			—		1.3			—			—			1.3			—			1.3
Shares withheld for employees'    income tax obligations		—			—		(16.8	)		—			—			(16.8	)		—			(16.8	)
Repurchases of common stock		(0.2	)		—		—			—			(75.0	)		(75.0	)		—			(75.0	)
Stock-based compensation expense		—			—		13.7			—			—			13.7			—			13.7
Balance at March 31, 2023		62.0		$	0.6	$	3,487.2		$	(37.4	)	$	3,724.6		$	7,175.0		$	2.5		$	7,177.5