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, 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 August 5, 2024
Common Stock, $0.01 par value	61,117,053

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2024

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – June 30, 2024 and December 31, 2023		3
Consolidated Statements of Earnings and Comprehensive Earnings –  Three and Six Months Ended June 30, 2024 and 2023		4
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2024 and 2023		5
Consolidated Statements of Total Equity –  Three and Six Months Ended June 30, 2024 and 2023		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		38
Item 4. Controls and Procedures		38
Part II. Other Information:
Item 1. Legal Proceedings		39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 4. Mine Safety Disclosures		39
Item 5. Other Information		39
Item 6. Exhibits		40
Signatures		41

Page 2 of 41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2024			2023
	(In Millions, Except Share and Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	109		$	1,272
Restricted cash		—			10
Accounts receivable, net		909			753
Inventories, net		1,105			989
Current assets held for sale		10			807
Other current assets		96			88
Total Current Assets		2,229			3,919
Property, plant and equipment		13,383			10,708
Allowances for depreciation, depletion and amortization		(4,773	)		(4,522	)
Net property, plant and equipment		8,610			6,186
Goodwill		3,842			3,389
Other intangibles, net		713			698
Operating lease right-of-use assets, net		378			372
Other noncurrent assets		561			561
Total Assets	$	16,333		$	15,125
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	304		$	343
Accrued salaries, benefits and payroll taxes		58			102
Accrued income taxes		158			6
Accrued other taxes		50			47
Accrued interest		41			41
Current maturities of long-term debt		400			400
Current operating lease liabilities		53			53
Current liabilities held for sale		—			18
Other current liabilities		132			160
Total Current Liabilities		1,196			1,170
Long-term debt		3,947			3,946
Deferred income taxes, net		1,110			874
Noncurrent operating lease liabilities		341			327
Noncurrent asset retirement obligations		397			383
Other noncurrent liabilities		502			389
Total Liabilities		7,493			7,089
Commitments and contingent liabilities - Note 9		—			—
Equity:
Common stock, par value $0.01 per share (61,117,053 shares and 61,821,421 shares    outstanding at June 30, 2024 and December 31, 2023, respectively)		1			1
Preferred stock, par value $0.01 per share		—			—
Additional paid-in capital		3,529			3,519
Accumulated other comprehensive loss		(48	)		(49	)
Retained earnings		5,356			4,563
Total Shareholders' Equity		8,838			8,034
Noncontrolling interests		2			2
Total Equity		8,840			8,036
Total Liabilities and Equity	$	16,333		$	15,125

See accompanying notes to the consolidated financial statements.

Page 3 of 41

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
	(In Millions, Except Per Share Data)
Revenues	$	1,764		$	1,821		$	3,015		$	3,175
Cost of revenues		1,247			1,261			2,225			2,312
Gross Profit		517			560			790			863
Selling, general and administrative expenses		117			112			236			216
Acquisition, divestiture and integration expenses		21			—			41			1
Other operating income, net		(19	)		(15	)		(1,306	)		(13	)
Earnings from Operations		398			463			1,819			659
Interest expense		40			42			80			84
Other nonoperating income, net		(14	)		(19	)		(46	)		(35	)
Earnings from continuing operations before income    tax expense		372			440			1,785			610
Income tax expense		78			92			445			128
Earnings from continuing operations		294			348			1,340			482
Earnings (Loss) from discontinued operations, net of    income tax expense (benefit)		—			1			—			(12	)
Consolidated net earnings		294			349			1,340			470
Less: Net earnings attributable to noncontrolling interests		—			1			1			1
Net Earnings Attributable to Martin Marietta	$	294		$	348		$	1,339		$	469
Consolidated Comprehensive Earnings (See Note 1):
Earnings attributable to Martin Marietta	$	295		$	350		$	1,340		$	472
Earnings attributable to noncontrolling interests		—			1			1			1
	$	295		$	351		$	1,341		$	473
Net Earnings (Loss) Attributable to Martin Marietta
Per Common Share:
Basic earnings per share from continuing operations    attributable to common shareholders	$	4.77		$	5.61		$	21.72		$	7.78
Basic earnings (loss) per share from discontinued operations    attributable to common shareholders		—			0.01			—			(0.20	)
	$	4.77		$	5.62		$	21.72		$	7.58
Diluted earnings per share from continuing operations    attributable to common shareholders	$	4.76		$	5.60		$	21.66		$	7.76
Diluted earnings (loss) per share from discontinued    operations attributable to common shareholders		—			0.01			—			(0.20	)
	$	4.76		$	5.61		$	21.66		$	7.56
Weighted-Average Common Shares Outstanding:
Basic		61.5			61.9			61.6			62.0
Diluted		61.6			62.1			61.8			62.2

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

	Six Months Ended
	June 30,
	2024			2023
	(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings	$	1,340		$	470
Adjustments to reconcile consolidated net earnings to net cash    provided by operating activities:
Depreciation, depletion and amortization		272			253
Stock-based compensation expense		33			28
Gain on divestitures and sales of assets		(1,336	)		(16	)
Deferred income taxes, net		(90	)		1
Noncash asset and portfolio rationalization charge		50			—
Other items, net		(5	)		(4	)
Changes in operating assets and liabilities, net of effects of    acquisitions and divestitures:
Accounts receivable, net		(151	)		(196	)
Inventories, net		(63	)		(92	)
Accounts payable		40			45
Other assets and liabilities, net		83			30
Net Cash Provided by Operating Activities		173			519
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(339	)		(293	)
Acquisitions, net of cash acquired		(2,538	)		—
Proceeds from divestitures and sales of assets		2,121			95
Other investing activities, net		(10	)		1
Net Cash Used for Investing Activities		(766	)		(197	)
Cash Flows from Financing Activities:
Payments on finance lease obligations		(10	)		(8	)
Dividends paid		(92	)		(83	)
Repurchases of common stock		(450	)		(150	)
Distributions to owners of noncontrolling interest		—			(1	)
Proceeds from exercise of stock options		—			1
Shares withheld for employees’ income tax obligations		(28	)		(18	)
Net Cash Used for Financing Activities		(580	)		(259	)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash		(1,173	)		63
Cash, Cash Equivalents and Restricted Cash, beginning of period		1,282			359
Cash, Cash Equivalents and Restricted Cash, end of period	$	109		$	422

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 Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance at March 31, 2024		61,639,965		$	1	$	3,512		$	(49	)	$	5,411		$	8,875		$	2		$	8,877
Consolidated net earnings		—			—		—			—			294			294			—			294
Other comprehensive earnings,    net of tax		—			—		—			1			—			1			—			1
Dividends declared ($0.74 per common share)		—			—		—			—			(46	)		(46	)		—			(46	)
Issuances of common stock for    stock award plans		7,245			—		—			—			—			—			—			—
Shares withheld for employees'    income tax obligations		—			—		(1	)		—			—			(1	)		—			(1	)
Repurchases of common stock		(530,157	)		—		—			—			(303	)		(303	)		—			(303	)
Stock-based compensation    expense		—			—		18			—			—			18			—			18
Balance at June 30, 2024		61,117,053		$	1	$	3,529		$	(48	)	$	5,356		$	8,838		$	2		$	8,840
Balance at December 31, 2023		61,821,421		$	1	$	3,519		$	(49	)	$	4,563		$	8,034		$	2		$	8,036
Consolidated net earnings		—			—		—			—			1,339			1,339			1			1,340
Other comprehensive earnings,    net of tax		—			—		—			1			—			1			—			1
Dividends declared ($1.48 per common share)		—			—		—			—			(92	)		(92	)		—			(92	)
Issuances of common stock for    stock award plans		81,390			—		5			—			—			5			—			5
Shares withheld for employees'    income tax obligations		—			—		(28	)		—			—			(28	)		—			(28	)
Repurchases of common stock		(785,758	)		—		—			—			(454	)		(454	)		—			(454	)
Stock-based compensation    expense		—			—		33			—			—			33			—			33
Distributions to owners of    noncontrolling interest		—			—		—			—			—			—			(1	)		(1	)
Balance at June 30, 2024		61,117,053		$	1	$	3,529		$	(48	)	$	5,356		$	8,838		$	2		$	8,840

See accompanying notes to the consolidated financial statements.

Page 6 of 41

(In Millions, Except Share And 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, 2023		61,967,957		$	1	$	3,487		$	(37	)	$	3,724		$	7,175		$	2		$	7,177
Consolidated net earnings		—			—		—			—			348			348			1			349
Other comprehensive earnings,    net of tax		—			—		—			2			—			2			—			2
Dividends declared ($0.66 per common share)		—			—		—			—			(41	)		(41	)		—			(41	)
Issuances of common stock for stock    award plans		13,189			—		1			—			—			1			—			1
Shares withheld for employees'    income tax obligations		—			—		(1	)		—			—			(1	)		—			(1	)
Repurchases of common stock		(177,750	)		—		—			—			(76	)		(76	)		—			(76	)
Stock-based compensation expense		—			—		14			—			—			14			—			14
Distributions to owners of    noncontrolling interest		—			—		—			—			—			—			(1	)		(1	)
Balance at June 30, 2023		61,803,396		$	1	$	3,501		$	(35	)	$	3,955		$	7,422		$	2		$	7,424
Balance at December 31, 2022		62,102,353		$	1	$	3,489		$	(38	)	$	3,719		$	7,171		$	2		$	7,173
Consolidated net earnings