Page 175 - Martin Marietta - 2023 Proxy Statement

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

On September 29, 2022, the Company satisfied and discharged its $700 million of 0.650% Senior Notes due 2023 (the 0.650%
Senior Notes), which were issued in July 2021. In connection with the satisfaction and discharge, the Company irrevocably
deposited funds in an amount sufficient to satisfy all remaining principal and interest payments on the 0.650% Senior Notes
with Regions Bank (the Trustee). The funds are invested in a fund that invests exclusively in U.S. Treasury securities and are
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classified as Restricted investments (to satisfy discharged debt and related interest) on the consolidated balance sheet at
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December 31, 2022. Holders of the 0.650% Senior Notes will receive payment of principal on the scheduled maturity date and
payment of interest at the per annum rate (and on the dates) set forth in the 0.650% Senior Notes indenture. The Company
utilized existing cash resources to fund the satisfaction and discharge. As a result of the satisfaction and discharge, the
obligations of the Company under the indenture with respect to the 0.650% Senior Notes have been terminated, except those
provisions of the indenture that, by their terms, survive the satisfaction and discharge. The 0.650% Senior Notes remain on the
Company’s consolidated balance sheet at December 31, 2022 and will continue to accrete to their par value over the period
until maturity in July 2023.
In July 2021, the Company issued the 0.650% Senior Notes, $900.0 million aggregate principal amount of 2.400% Senior Notes
due 2031 (the 2.400% Senior Notes) and $900.0 million aggregate principal amount of 3.200% Senior Notes due 2051 (the
3.200% Senior Notes). The Company used the net proceeds to pay the consideration for the acquisition of the Lehigh West
Region business and for general corporate purposes. See Note C to the financial statements for more information on the Lehigh
West Region acquisition, which was consummated on October 1, 2021.
The Company, through a wholly‐owned special‐purpose subsidiary, has a $400.0 million trade receivable securitization facility
(the Trade Receivable Facility). In September 2022, the Company extended the maturity of the Trade Receivable Facility to
September 21, 2023. The Trade Receivable Facility is backed by eligible trade receivables, as defined. Borrowings are limited to
the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold
or contributed to the wholly‐owned special‐purpose subsidiary. The Company continues to be responsible for the servicing and
administration of the receivables purchased by the wholly‐owned special‐purpose subsidiary. The Trade Receivable Facility
contains a cross‐default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders
providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $500
million. There were no outstanding borrowings on the Trade Receivable Facility as of December 31, 2022.

The Company has an $800.0 million five‐year senior unsecured revolving facility (the Revolving Facility), which matures in
December 2027. There were no outstanding borrowings on the Revolving Facility as of December 31, 2022. The Revolving
Facility requires the Company’s ratio of consolidated net debt‐to‐consolidated EBITDA, as defined, for the trailing‐twelve
months (the Ratio) to not exceed 3.50x as of the end of anyfiscal 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 4.00x. Additionally, if there are no amounts outstanding under the
Revolving Facility and 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 $500.0 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 and other
requirements under the Revolving Credit Facility at December 31, 2022.

Total equity was $7.17 billion at December 31, 2022. At that date, the Company had an accumulated other comprehensive loss
of $38.5 million, primarily resulting from unrecognized prior service cost and actuarial loss related to pension benefits.
Pursuant to authority granted by its Board of Directors, the Company can repurchase up to 20 million shares of common stock.
As of December 31, 2022, the Company had 13.1 million shares remaining under the repurchase authorization. Future share
repurchases are at the discretion of management.

At December 31, 2022, the Company had $358.0 million in unrestricted cash and short‐term investments that are considered
cash equivalents. The Company manages its cash and cash equivalents to ensure short‐term operating cash needs are met and
excess funds are managed efficiently. The Companyfunds shortages in operating cash through credit facilities. The Company
utilizes excess cash to either pay down credit facility borrowings or invest in money market funds, money market demand
deposit accounts or Eurodollar time deposit accounts. Money market demand deposits and Eurodollar time deposit accounts
are exposed to bank solvency risk. Money market demand deposit accounts are FDIC insured up to $250,000. The Company’s
investments in bank funds generally exceed the FDIC insurance limit.

Annual Report ♦ Page 71