MLMMartin Marietta Materials

We note your disclosure of resources and reserves as values based on your average selling price per ton. Please restate your resources and reserves as tonnages to align with your definitions and the definitions at Item 1300 of Regulation S-K.

The new tables relating to mineral resources and mineral reserves contain a column entitled “Amount.” Based on our review of the new rules, guidance, and conversations with our counsel and the Staff, we believed that the rules required a reasonable and justifiable price for each commodity, and not the tonnage. Accordingly, the Company presented the mineral resources and mineral reserves tables in

4123 Parklake Avenue, Raleigh, North Carolina 27612-2309 t. (919) 783-4660 e.

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jim.nickolas@martinmarietta.com www.martinmarietta.com dollars based on the average selling prices disclosed in footnote 1 to the tables. The amount disclosed represents the mineral reserves and mineral resources multiplied by a reasonable and justifiable price selected by the Company, together with the time frame and point of reference used to estimate the amount of mineral resources and mineral reserves. In future filings, the Company will present the data in the tables in tonnages and continue to disclose the reasonable and justifiable prices in footnotes to the tables. The following presents the information in tonnage as of December 31, 2021:

Summary Mineral Resources 1,2

At End of Fiscal Year Ended December 31, 2021 Based on Average Selling Price

Measured Mineral

Resources

Indicated Mineral

Measured + Indicated

Mineral Resources

Inferred Mineral Resources

Tons (in 000s)

Grades/Qualities

Crushed Stone

East Division

144,299

30,584

174,883

-

Central Division

22,730

Southwest Division

West Division

85,240

233,708

318,948

Total Crushed Stone

229,539

287,022

516,561

Sand & Gravel

1,102

35,496

36,598

59,839

143,191

203,030

Total Sand & Gravel

60,941

178,687

239,628

Summary Mineral Reserves 1,2

Proven Mineral Reserves

Probable Mineral Reserves

Total Mineral Reserves

4,668,816

3,676,719

8,345,535

1,510,294

1,420,788

2,931,082

2,297,842

1,724,114

4,021,956

372,711

600,000

972,711

8,849,663

7,421,621

16,271,284

65,461

110,783

176,244

236,794

70,436

307,230

56,687

86,125

142,812

179,120

44,444

223,564

538,062

311,788

849,850

There is a range of selling prices for each product category and each geography that depend on the type of product, whether it is washed or not, and its end use. The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was $15.65, $14.08, $10.46 and $11.53, respectively. The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was $10.66, $10.73, $13.28 and $13.52, respectively. These prices exclude any portion of revenues allocated to freight, including internal freight to ship products from a producing quarry to a distribution terminal and third-party freight to deliver product to a customer.

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We note your resource and reserve disclosure does not include the price used to determine your economic resources and reserves. See footnote to Table 1 & 2 to Item 1303(b)(3) of Regulation S-K.

The Company disclosed the price used to determine the economic resources and reserves for each product category and geographic division. The amounts represent reasonable and justifiable prices for the aggregates commodity. Additionally, the time frame and point of reference used by a qualified person are also disclosed as the Company’s average selling prices for 2021.

The Company included the following footnote 1 to the summary mineral resources and summary mineral reserves tables in the Form 10-K for the year ended December 31, 2021:

The amounts, presented in millions, were determined

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using the 2021 average selling price per ton for that product category in that geographic division. There is a range of selling prices for each product category and each geography that depend on the type of product, whether it is washed or not, and its end use. The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was $15.65, $14.08, $10.46 and $11.53, respectively. The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was $10.66, $10.73, $13.28 and $13.52, respectively. These prices exclude any portion of revenues allocated to freight, including internal freight to ship products from a producing quarry to a distribution terminal and third-party freight to deliver product to a customer.

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We note your response to comment 2 indicating your original filing disclosed the reserve prices and that no change was necessary. Your original filing used the average selling price to estimate a value for your resources and reserves by region and material classification.

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Your proposed revision to the resource and reserve tables only discloses your regional average selling prices by region and material classification. Please disclose the resource/reserve prices used to estimate your resources and reserves, which are separate from your average selling price. See Items 1302(e)(4) and1303(b)(3)(iv) of Regulation S-K.

Based on our review of the new rules, guidance, and conversations with the Staff, including the Office Chief for Energy and Transportation, management concluded that 2021 average selling prices represent a proxy for reasonable and justifiable prices for the Company’s mineral reserves and mineral resources.

4123 Parklake Avenue, Raleigh, North Carolina 27612-2309 t.

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(919) 783-4660 e.jim.nickolas@martinmarietta.com www.martinmarietta.com

The distinction between mineral reserves and mineral resources is based on the proximity and extent of drilling, which in part is determined based on the anticipated heterogeneity of the deposit. In addition to determining quantity, the Company’s drilling and testing evaluates the quality of the deposit to ensure it is economically viable. In subsequent periods, more extensive drilling and testing can support reclassifying mineral resources to mineral reserves.

There are no public indices or other spot prices for our minerals, nor does the Company have national contracts that set prices or values of minerals. As such, and in accordance with Regulation S-K section 1302(e)(4), the Company believes average selling prices represent the most appropriate metric to disclose as a reasonable and justifiable price. Further, the Company, as well as its domestic competitors in the aggregates industry, has a history of increasing selling prices annually. As disclosed in the 2021 Form 10-K, the Company’s mineral reserves average 78 years at the 2021 production level. In consideration of Regulation S-K section 1303(b)(3)(iv), there will be a large range of prices when these mineral reserves and mineral resources are sold over that time period. However, future selling prices are expected to (i) exceed the 2021 prices disclosed in the 2021 Form 10-K; and (ii) exceed increases in future production costs, including extraction. As such, expected future prices will not impact the tons of mineral reserves or mineral resources disclosed by the Company, as they are all deemed economically mineable.

As disclosed in the Company’s 2021 Form 10-K, selling prices are determined locally and vary depending on several factors, including whether products are washed after extracted and by end use. The Company believes that market-based pricing of reserves reflects a reasonable estimate of their value, and mineral resources that are eventually sold generally realize similar pricing to deposits currently classified as mineral reserves. Therefore, the Company believes that average selling prices represent a reasonable and justifiable price to estimate the amount of mineral reserves and mineral resources. Note that the average selling prices disclosed by the Company in the 2021 mineral reserves and mineral resources tables exclude any component allocated to freight costs incurred to either transport products internally or when delivery is arranged with a third party to deliver products to customers.

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We note your response to comment 1 that the 2021 January through December regional average selling price is a reasonable and justifiable price to estimate your Company’s mineral reserves and mineral resources. Your resource/reserve estimates may not be compliant as the qualified persons estimating your resources and reserve must disclose the prices used to prepare their estimates establishing economic viability

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within the prescribed accuracy limits for each of your properties. This may require your 267 technical report summaries to have a cash flow analysis prepared for each of your properties after the fiscal year end, which may not be possible or allow for timely periodic filings. For your information, many other companies use a historic average based on the previous year or multiple years. Please revise your disclosure to disclose how you determined your reasonable and justifiable prices and specify the timeframe of your reserve/resource prices. See Item 1302(e)(3) and Item 1302(e)(4) of Regulation S-K.

We have received your letter dated August 3, 2022 on the above-referenced matter. In light of the staff’s offer to schedule a conference on August 17, 2022 to discuss matters relevant to the comments raised in that letter, we would intend to provide Martin Marietta’s response to those comments within ten business days after August 17, 2022. Read in the reply ↗

You report mix-adjusted average selling price as a non-GAAP measure for fiscal 2020 and state that it is calculated by comparing current-period shipments to like-for-like shipments in the comparable period. You also state that management believes this information is useful to investors.

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Please clarify the reasons why this measure provides useful information to investors regarding your financial condition and results of operations to comply with Item 10(e)(1)(i)(C) of Regulation S-K and further describe to us how you calculate both reported average selling price and mixed adjusted average selling price, providing an example of how each calculation is performed. In addition, please disclose mix-adjusted average selling price and the corresponding reconciliations for fiscal 2019 or tell us why the presentation of the measure in the prior period is not required.

Martin Marietta’s average selling price for its products compared with a prior-period average selling price is a key performance indicator for management, shareholders, potential investors and analysts. Reported average selling price is a GAAP measure and is calculated by dividing total product revenues for a product line by total shipments.

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For example, if total product revenues for a period are $75 million and total shipments are 5 million tons, the reported average selling price is $15.00 per ton.

Changes in average selling price versus a prior period are affected by various factors, including periodic price changes; the mix of products sold; the geographic mix where products are sold; and the percentage of product shipments sold from a producing location versus a distribution terminal, with sales from terminals having a higher selling price that reflects the Company’s freight cost to transport products to such terminal. All of these factors impact the reported average selling price of products and the period-over-period change.

In connection with the reported average selling price, investors seek to better understand regional and end use differences, as well as management’s ability to impact prices year over year. The inflation/deflation effect on pricing (the “inflation/deflation effect”) can only be seen if mix impacts are excluded. Product, geographic and other mix can positively or negatively impact the change in average selling price, which can limit an investor’s ability to evaluate actual price changes when comparing unadjusted period-over-period average selling prices. For example, it is possible for all products across all regions to experience a price increase while the reported average selling price declines due to a higher proportion of lower-priced volumes in the current period versus the prior period.

Management presents the mix-adjusted average selling price (“mix-adjusted ASP”) and the change versus the prior-period reported average selling price to provide a metric that better isolates the impact of periodic price changes (i.e., the inflation/deflation effect). The Company developed and first reported the mix-adjusted ASP calculation starting in the third quarter of 2020 to aid in the assessment of price realization. Furthermore, management believes providing mix-adjusted ASP is useful to investors because both shareholders and analysts have requested that the Company provide this information for their benefit. Mix-adjusted ASP is a non-GAAP measure which is calculated by comparing the average selling price for each product sold at a specific location during the current period to like-for-like shipments in the comparable prior period. Thus, the calculation only includes shipments of specific product and location combinations which occur in both the current and prior periods. We note that less than 3% of 2020 and 2019 shipments were excluded in the calculation of 2020 mix-adjusted ASP due to the lack of a like-for-like sale in both periods. In the Company’s calculation, the price change on like-for-like shipments are weighted based on the percentage of total current-period shipment volumes. As an example, assume the following sales for two comparable periods:

Current Period

Product

Location

Quantity Sold

Average Selling Price

Extended (Total Sales)

Product 1

Site 1

$ 15.00

$ 60.00

Product 2

$ 14.00

Product 3

$ 10.00

$ 20.00

Site 2

$ 16.00

$ 32.00

$ 14.75

$ 29.50

$ 10.25

$ 41.00

Product 4

$ 12.00

$ 24.00

Site 3

-

$ -

$ 15.75

$ 47.25

Total Volume Sold

$ 267.75

Reported ASP

$ 13.39

Prior Period

$ 84.00

$ 12.75

$ 8.75

$ 17.50

$ 28.00

$ 11.75

$ 35.25

$ 45.00

$ 244.50

$ 12.87

Calculation of Impact from Price Changes

Weighting of

Period-Over-Period

Weighted price change

Pricing Change

Price Change

20%

$1.00

$ 0.20

5%

Excluded as Not Like-For-Like

10%

$1.25

$ 0.12

$2.00

$0.25

$ 0.05

$ 0.03

0%

15%

$0.75

$ 0.11

Total

100%

$ 0.71

In this example, the mix-adjusted ASP for the current period is $13.58 per unit (which is the sum of the prior-year reported average selling price of $12.87 and the $0.71 impact of like-for-like price changes calculated above).

In consideration of the Staff’s comment, the Company plans to include disclosure in its future periodic reports about its usage of the non-GAAP mix-adjusted ASP measure similar to the following illustrative disclosure and reconciliation commencing with the Company’s next periodic report after the Staff’s comment letter has been closed:

Mix-adjusted average selling price (mix-adjusted ASP) is a non-GAAP measure that excludes the impact of period-over-period product, geographic and other mix on the 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 changes and believes this information is useful to investors. The following reconciles reported average selling price to mix-adjusted ASP for the current period and corresponding variance versus the prior period.

Reported average selling price

$

13.39

12.87

Adjustment for impact of product, geographic and other mix

0.19

Mix-adjusted average selling price

13.58

Reported average selling price variance

4.0

%

Mix-adjusted ASP variance

5.5

The calculation of mix-adjusted ASP and the variance versus the prior period does not adjust the prior-period reported average selling price. Accordingly, the reported average selling price for

2019 is not adjusted in the metrics presented by the Company in the 2020 Form 10-K. Further, if comparative mix-adjusted ASP for 2019 and the variance versus the prior period were disclosed, it would be based on the change from 2018 to 2019. Under the SEC’s FAST Act Modernization and Simplification of Regulation S-K amendments, the Company has elected to omit the discussion of the earliest period (2018) presented in the 2020 Form 10-K, as it was included in the Company’s management’s assessment of the financial condition and results of operations in its Form 10-K for the year ended December 31, 2019, filed on February 21, 2020 and incorporated by reference in the 2020 Form 10-K. Therefore, the Company did not present a mix-adjusted ASP for 2019 and the variance versus 2018.

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