MLM 10-K & 10-Q changes, risk factors and insider trading
Martin Marietta Materials Inc. · NYSE · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 916076 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Widespread declines in aggregates pricing could adversely affect our business, financial condition, and results of operations.”
New heading “Integrating acquired businesses may be more difficult, costly, or time-consuming than expected, and we may not realize anticipated benefits.”
New heading “Acquisitions and divestitures may not occur on expected terms or timelines, may be more costly or complex than anticipated, and may not deliver expected benefits.”
New heading “Litigation and other legal proceedings are inherent in our operations and could result in significant costs or liabilities.”
New heading “Changes in tax laws, interpretations, enforcement practices, and our business mix could increase our effective income tax rate, reduce deferred tax assets, or otherwise adversely affect our results of operations and cash flows.”
New heading “Our business requires significant and sustained capital investment; delays, cost increases, or underperformance on capital projects, or constraints on funding, could adversely affect our operations, competitiveness, and financial results.”
New heading “Credit-market stress and tighter financing conditions could reduce construction demand, slow customer payments, constrain our liquidity, and increase our cost of capital.”
New heading “Our Specialties business faces currency risks from its overseas activities.”
New heading “Our ready-mixed concrete, asphalt and paving operations present additional risks to our business.”
New heading “We depend on information technology; cybersecurity, data-protection, and systems-reliability risks — including at our third party vendors — could disrupt operations, compromise data, increase costs, or otherwise adversely affect our business and results.”
Removed heading “Our businesses face many competitors.”
Removed heading “Our integration of the acquisition or business combination with other businesses may not be as successful as projected.”
Removed heading “Our acquisitions and divestitures could harm our results of operations.”
Removed heading “Our cement and Magnesia Specialties businesses may become capacity-constrained.”
Removed heading “Our cement business could suffer if cement or clinker imports from other countries significantly increase or are sold in the United States in violation of U.S. fair trade laws.”
Removed heading “Our business is dependent on funding from a combination of federal, state and local sources.”
Removed heading “Our businesses could be impacted by rising or sustained high interest rates.”
Removed heading “Increases in our effective income tax rate may harm our results of operations.”
Removed heading “Our business is capital intensive.”
Removed heading “Disruptions in the credit markets could affect our business.”
Removed heading “Our Magnesia Specialties business faces currency risks from its overseas activities.”
Removed heading “Our paving operations present additional risks to our business.”
Removed heading “Our ready mixed concrete and asphalt and paving product lines have lower profit margins and operating results can be more volatile.”
Removed heading “We are dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity risks and data leakage risks.”
Largest changes
“We may be required to obtain financing in order to fund certain strategic acquisitions, if they arise, or to refinance our outstanding debt or for other corporate purposes. It is possible a large strategic acquisition would require that we issue new equity and debt securities in order to maintain our investment-grade credit rating and could result in a ratings downgrade notwithstanding our issuance of equity securities to fund the transaction. …”see in full comparison
“Goodwill and other certain acquired intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment by management at least annually. If the carrying value of a reporting unit exceeds its fair value, the reporting unit's goodwill is considered impaired and a non-cash charge to earnings is recorded for the difference. If the carrying value of an indefinite-lived intangible asset is greater than its fair value, the intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. …”see in full comparison
“Proposed acquisitions are subject to risks and uncertainties before closing. Our diligence may not identify all risks, including environmental liabilities, geologic or reserve quality, title, access constraints, water or power availability, legacy tax or legal exposures, labor and workforce issues, or cybersecurity vulnerabilities. Transactions may require antitrust and other regulatory approvals and could be delayed, conditioned, or prohibited. Required divestitures or other remedies can reduce expected benefits. …”see in full comparison
“Credit-market stress and tighter financing conditions could reduce construction demand, slow customer payments, constrain our liquidity, and increase our cost of capital.”see in full comparison
“Litigation and other legal proceedings are inherent in our operations and could result in significant costs or liabilities.”see in full comparison
“Failure to comply with applicable laws, regulations, permits, or orders, or adverse changes in those requirements or their enforcement, could result in fines, penalties, operational restrictions, mandated capital projects, denial or revocation of”see in full comparison
Full comparison: every changed paragraph (138)
Our business depends on activity within the construction industry,activity, which canis becyclical cyclical.and sensitive to macroeconomic, funding and operating conditions.
Demand for our construction materials is inherently cyclical and may decline or become more volatile due to economic and political uncertainty, elevated interest rates and inflation, reduced housing affordability, lower private nonresidential investment, or tightening credit conditions that delay, downsize, or cancel projects. Our products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads, bridges, schools and similar projects. Public infrastructure activity depends on federal, state, and local budgets and letting schedules. Changes in fuel-tax or other alternative financing, prolonged federal budget disputes or government shutdowns or other factors can reduce, defer, cap, suspend, or reprioritize transportation spending. The level and timing of federal, state or local transportation or infrastructure or public projects funding, including any issues arising from such budgets, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota, can have an adverse impact on our business and construction projects that we supply.
We sell most of our aggregates (our primary business) and our cement products to the construction industry and, therefore, our results depend on that industry’s strength. Because our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on
Economic and political uncertainty can impede growth in the markets in which we operate. Demand for our products, particularly in the private nonresidential and residential construction markets, could decline if companies and consumers are unable to obtain credit for construction projects or if an economic slowdown causes delays or cancellations of capital projects. State and federal budget issues sometimes undermine the funding available for infrastructure spending. The lack of available credit may limit the ability of states to issue bonds to finance construction projects. As a result of these issues, several of our top revenue-generating states, from time to time, stop bidding or slow bid projects in their transportation departments.
We sell most of our aggregates (our primary business) and our cement products to the construction industry and, therefore, our results depend on that industry’s strength. Since our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on aggregates and cement products. Construction spending is affected by economic conditions, changes in interest rates, inflation, employment levels, demographic and population shifts, and changes in construction budgets by federal, state and local governments. If economic conditions worsen, a recession in the construction industry may occur and affect the demand for our products. The recession of the late 2000s (the Great Recession) and continued decline in construction spending in the early 2010s were examples, and our shipment volumes were significantly reduced and remain below peak shipment levels, excluding the contribution of acquisitions. Construction spending can also be disrupted by terrorist activity and armed conflicts.
While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost to transport our products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa, our profitability will decrease. We experienced this situation during the Great Recession.
Demand for aggregates products,and particularlycement inproducts. theConstruction infrastructure construction market,spending is affected by economic conditions, changes in interest rates, inflation, employment levels, demographic and population shifts, and changes in construction budgets by federal, state and local budget and deficit issues. Remote working trends or other factors that reduce vehicle miles driven can have a negative impact on various revenue streams that fund roadway projects.governments. Further, delays or cancellations of projects in the nonresidential and residential construction markets, which combined accounted for 58% of aggregates shipments in 2024,2025, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded or affected by economic uncertainty.
In addition, reductions in defense spending and declines in energy-related construction could lower demand in certain markets and adversely affect our business. A portion of our aggregates and downstream shipments is tied to construction activity funded by, or adjacent to, U.S. Department of Defense installations and to private energy-related projects. If federal defense budgets are reduced, appropriations are delayed, base realignments occur or military construction and related projects are deferred or canceled, construction activity on or near affected installations may slow, resulting in lower shipments and increased pricing pressure in the surrounding local markets. Similarly, energy-sector cyclicality can materially impact construction demand, particularly in Texas and other energy-intensive regions.
While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost to transport our products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, particularly in our Building Materials business’ top ten revenue-generating states, our shipments profitability could be adversely affected.
Widespread declines in aggregates pricing could adversely affect our business, financial condition, and results of operations.
Aggregates pricing is set locally and is sensitive to supply-demand conditions within each market. A broad decline in construction activity or shifts in project timing can reduce shipment volumes and intensify price competition. Lower volumes can also negatively impact fixed-cost absorption and prompt competitors or customers to seek price concessions, leading to further pricing pressure. Pricing could deteriorate due to one or more of the following, alone or in combination:
Reduced demand across residential, nonresidential, or public infrastructure markets;
Delays or deferrals of bid lettings;
Excess industry capacity in a local market, new market entrants, imports or long-haul supply;
Product and geographic mix shifting towards lower-value stone, shorter haul lengths or smaller jobs;
Changes in specifications that reduce value differentiation;
Contract structures that limit or delay price adjustments, particularly when input costs remain elevated;
Inability to pass through increases in delivered costs on a timely or complete basis, resulting in price-cost spread compression.
There is no assurance that market prices will stabilize or improve when demand recovers. Prolonged or widespread price declines, especially if accompanied by reduced shipments, could lower margins and cash flows, reduce returns on invested capital, negatively affect the carrying value of long-lived assets or goodwill, limit capital available for growth and increase the risk of not meeting financial covenants.
Our Building Materials business is seasonal and subjectsensitive to theweather weather,and whichclimate-related conditions that can significantly impactdisrupt operations.operations, shipments and demand.
The heavy-side construction business is conducted outdoors. Accordingly, erraticour production, distribution, and customer demand are affected by seasonal weather patterns, seasonal changespatterns and otheradverse weather-related conditions affect our business.weather. Adverse weather conditions, including hurricanes and tropical storms, extreme temperatures, snow, heavy or sustained rainfall, wildfires and earthquakes, reduce construction activity, restrict the demand for our products and impede our ability to efficiently transport material. Severe events can close or damage transportation networks or constrain logistics capacity, slowing our ability to move materials and increasing delivered costs. Adverse weather conditions also increase our costs and reduce our production output as a result of power loss, needed plant and equipment repairs, time required to remove water from flooded operations and similar events. Severe drought conditions can restrict available water supplies and restrictconstrain production. Production and shipment levels of the Building Materials business’ products follow activity in the construction industry, which typically is strongest in the spring, summer and fall. Because of the weather’s effect on the construction industry’s activity, the production and shipment levels for our Building Materials business, including all of our aggregates-related downstream operations, vary by quarter. The second and third quarters are generally subject to heavy precipitation, and, thus, are more profitable if precipitation is lighter. The first and fourth quarters, which are subject to the impacts of winter weather, are generally the least profitable, but can be more profitable if the impact of winter weather is less. Our operations near the Atlantic Ocean and Gulf Coast regions of the United States and The Bahamas are at risk for hurricane activity, most notably in August, September and October. Our California operations are at risk for Pacific Ocean storms, wildfire activity and water use restrictions in the event of severe drought conditions. These weather events and conditions may be exacerbated by climate change in the near and long term.
fourth quarters, which are subject to the impacts of winter weather, are generally the least profitable, but can be more profitable if the impact of winter weather is less severe. Our operations in coastal markets near the Atlantic Ocean and Gulf Coast and in The Bahamas are exposed to hurricanes and tropical storms, while our California operations face risks from Pacific storms, wildfires, mudslides and water use restrictions during periods of severe drought. The physical impacts described above may be exacerbated by the effects of climate change over time.
Our Building Materials business depends on theidentifying, availabilityacquiring, ofpermitting and developing quality aggregates reserves orwithin depositsan economic haul radius and our ability to mine themand economically.transport those reserves.
Our challenge isability to findsustain and grow the business depends on replacing depleting reserves with quality aggregates deposits that we can mine economically, with appropriate permits, near either growing markets or long-haul transportation corridors that can economically serve applicable markets. AsQuality communitiesdeposits inthat manymeet ofcustomer ourspecifications geographicare increasingly difficult to secure near growing markets havedue grown,to theycompeting haveland settleduses, inzoning and aroundland-use attractive quarrying locationsrestrictions, and havecommunity imposed restrictions on mining.opposition. We try to meet this challenge by identifying and permitting sites prior to economic expansion, buying more land around our existing quarries to increase our mineral reserves, developing underground minesmines, and expanding a distribution network that transports aggregates products by various methods, including rail and water. WhileEven when deposits are identified, we may be unable to obtain or renew necessary land-use approvals, environmental permits, or other governmental authorizations on acceptable terms or timelines, or at all. If we are unable to timely replace reserves accessible to our distributionmarkets, networkobtain allowsor usmaintain required permits and approvals, secure necessary property and access rights on acceptable terms, or economically transport materials to transportdemand centers, our productsability longerto distancesserve thancustomers wouldand normallyour results of operations could be consideredadversely economical, we can give no assurances that we will continue to be successful at this strategy.affected.
Our businesses face many competitors.
Our businesses have many competitors, some of which are larger and have more resources than we do. Some of our competitors operate on a worldwide basis. Our results are affected by the number of competitors in a market, the production capacity that a particular market can accommodate, the pricing practices of other competitors and the entry of new competitors in a market. We also face competition for some of our products from alternative products. For example, our Magnesia Specialties business competes with other chemical products that could be used instead of our magnesia-based products. In addition, our aggregates, ready mixed concrete, asphalt and paving businesses compete with recycled asphalt and concrete products that could be used in certain applications instead of new products and our cement operations compete with
international competitors who import products into the United States from jurisdictions with lower production and regulatory costs and burdens.
Our future growth depends in part on acquiringdisciplined otheracquisitions businessesand instrategic our industry,investments, and we havemay the ability to acquire businesses by paying all or in part withuse shares of our common stock.stock as consideration.
We expect to continue to pursue acquisitions, joint ventures, leaseholds, licenses and other strategic transactions to strengthen our existing locations, expand our operations and enter new geographic markets. The success of this strategy depends on our ability to identify, evaluate, negotiate, finance, close, and integrate opportunities on acceptable terms and timelines. Suitable targets may be scarce and sellers may prefer structures or terms that increase complexity or risk. There is no assurance that we will identify opportunities that meet our return thresholds or that, if completed, such transactions will generate expected cash flows or strategic benefits within anticipated time frames.
Proposed acquisitions are subject to risks and uncertainties before closing. Our diligence may not identify all risks, including environmental liabilities, geologic or reserve quality, title, access constraints, water or power availability, legacy tax or legal exposures, labor and workforce issues, or cybersecurity vulnerabilities. Transactions may require antitrust and other regulatory approvals and could be delayed, conditioned, or prohibited. Required divestitures or other remedies can reduce expected benefits. Target businesses may depend on permits, licenses, mineral or water rights, easements, leases, or other approvals that must be transferred, renewed, or re-issued; these processes can be uncertain, time-consuming and costly. Volatile debt and equity market conditions, interest-rate movements, and changes in our credit ratings can affect the availability and cost of financing.
We may finance transactions with cash, debt, equity or a combination of such consideration. Using our common stock – whether as acquisition consideration or for related capital raises – can dilute existing shareholders and cause the price of our stock to decline, and market volatility between signing and closing can affect the value delivered to sellers or the economics of the transaction. Debt financing increases interest expense and financial leverage and may reduce flexibility under our debt covenants and capital-allocation priorities. Joint ventures and minority investments can involve governance constraints, differing strategic objectives or disputes that limit our ability to direct operations or realize benefits.
Integrating acquired businesses may be more difficult, costly, or time-consuming than expected, and we may not realize anticipated benefits.
We expect to continue to grow, in part, by acquiring other businesses. In the past, we have made acquisitions to strengthen our existing locations, expand our operations and enter new geographic markets. We will continue to pursue selective acquisitions, joint ventures or other business arrangements we believe will help our Company grow. However, the continued success of our acquisition program will depend on our ability to find and buy other attractive businesses at an appropriate price and our ability to integrate acquired businesses into our existing operations. We cannot assume there will continue to be attractive acquisition opportunities for sale at reasonable prices that we can successfully integrate into our operations.
We have the ability to pay all or part of the purchase price of any future acquisition with shares of our common stock. We also have the ability to use our stock to make strategic investments in other companies to complement and expand our operations. If we use our common stock in this way, the ownership interests of our existing shareholders at that time will be diluted and the price of our stock could decline. We operate our businesses with the objective of maximizing long-term shareholder return.
Our integration of the acquisition or business combination with other businesses may not be as successful as projected.
We have a successful history of business acquisitions and combinations and integration of these businesses into our heritage operations. However, in connection with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a successful manner or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition.
achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition. Integration requires the alignment of cultures, safety and operating practices, internal controls, information technology and cybersecurity, procurement, logistics networks, and sales and pricing processes. We may not realize our expected cost or revenue strategies due to customer or supplier reactions, regulatory or permitting limits, or market changes.
Any significant business acquisition or combination we might choose to undertake may require that we devote significant management attention and resources to preparing for and then integrating our business practices and operations. Based on our history, we believe we wouldwill be successful in this integration process. Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected. Potential difficulties we may encounter in the integration process include the following:
inability to retain key employees or align cultures, compensation, safety practices, and operating disciplines, which can impair performance;
adverse reactions from customers or suppliers, including loss of business, pricing pressure, or renegotiation of terms, as well as change-of-control, consent, or exclusivity provisions that restrict our ability to integrate or rationalize product and customer portfolios;
dependencies on transition services arrangements and the timely separation and migration of enterprise systems, ERPs, and data;
delays or defects in information technology integration, cybersecurity controls, or data privacy compliance can disrupt operations, increase costs, or expose us to cyber incidents;
challenges transferring, renewing, or aligning permits, licenses, mineral or water rights, leases, easements, and other approvals;
site-specific environmental, geologic, or title conditions may limit operating plans or increase capital and operating costs;
lost sales and customers as a result of certain customers of either the Company or former customers of the acquired or combined company deciding not to do business with us;
Acquisitions and divestitures may not occur on expected terms or timelines, may be more costly or complex than anticipated, and may not deliver expected benefits.
Our acquisitions and divestitures could harm our results of operations.
In pursuing our business strategy, we conduct discussions, evaluate opportunities and enter into acquisition and divestiture agreements. AcquisitionsTransaction involveactivity significantinvolves challengesexecution, regulatory, and risks, includingoperational risks that could reduce or delay expected benefits or create additional costs and liabilities:
we may not be able to satisfy closing conditions;
If we are unable to complete transactions on acceptable terms in a timely manner , or realize expected benefits, our business, financial condition, and results of operations could be adversely affected.
Our cement and Magnesia Specialties businesses may become capacity-constrained.
If our cement or Magnesia Specialties businesses becomes and/or remains capacity-constrained, we may be unable to timely satisfy the demand for some of our products, and any resulting changes in customers would introduce volatility to the earnings of these segments. We can address capacity needs by enhancing our manufacturing productivity, increasing the operational availability of equipment, reducing machinery down time and extending machinery useful life. Future demand for our products may require us to expand our manufacturing capacity further, particularly through the purchase of additional manufacturing equipment. However, we may not be able to increase our capacity in time to satisfy increases in demand that may occur from time to time. Our Texas cement operation is capacity constrained from time to time, which may prevent us from satisfying customer orders and result in a loss of sales to competitors that are not capacity-constrained. In August 2024, we completed a finishing capacity expansion project at our Midlothian cement facility that added 0.45 million tons of annual incremental cement production capacity. However, we may suffer excess capacity if we increase our capacity to meet actual or anticipated demand and that demand decreases or does not materialize in a timely manner or at all.
Our cement business could suffer if cement or clinker imports from other countries significantly increase or are sold in the United States in violation of U.S. fair trade laws.
In the past, the U.S. cement industry has benefited from antidumping orders imposing duties on imports of cement and clinker from other countries that violated U.S. fair trade laws. Cement operators with import facilities can purchase cement from other countries, such as those in Latin America and Asia, which could compete with domestic producers. In addition, if environmental regulations increase the costs of domestic producers compared to foreign producers that are not subject to similar regulations, imported cement could achieve a significant cost advantage over domestically produced cement. An influx of cement or clinker products from countries not subject to antidumping orders, or sales of imported cement or clinker in violation of U.S. fair trade laws, could adversely affect our cement product line.
Changes in legallaws, requirementsregulations, and governmentalenforcement policiespractices, concerningincluding zoning, land use, the environment, health and safety and other areas of the law,safety, as well as litigation relating to these matters, affect our businesses. Our operations expose us to the risk of material environmental liabilities.
Many federal, state and local lawsrequirements and regulations relating togoverning zoning, land use, air emissions (including carbon dioxide and other greenhouse gases), water use, allocation and discharges, waste management, noise and dust control, blasting, mining, land reclamation and other environmental, health and safety matters govern our operations. SomeMany of our operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Agencies may change standards, apply them more stringently, or increase inspection and enforcement emphasis, which can extend timelines, increase capital and operating expenditures, or restrict development or expansion of our sites. If we cannot obtain, renew, or maintain required approvals on acceptable terms and schedules, we may be forced to curtail production, delay projects, or cease operations at affected facilities. Certain of our operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Despite our extensive efforts to remain in strict compliance at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our businesses. These potential liabilities could result in material costs, including fines or personal injury or damages claims, which could have an adverse impact on our operations and profitability.
Future events, including changes in existing laws or regulations or enforcement policies, or further investigation or evaluation of the potential health hazards of some of our products or business activitiesactivities, may result in additional or unanticipated compliance and other costs. We could be required to invest in preventive or remedial action, like pollution control facilities, which could be substantial or which could result in restrictions on our operations or delays in obtaining required permits or other approvals. Because future regulatory actions and enforcement priorities are uncertain, we may be unable to predict or fully mitigate their impact on our results.
Our operations areinvolve subjectinherent toenvironmental, manufacturing, operating and handling risks. These risks associated with the products we produce and the products we use in our operations, includinginclude the related storage and transportation of raw materials, explosives, products, hazardous substances and wastes. We are exposed to hazards, includingwastes, storage tank leaks, explosions, discharges or releases of hazardous substances, exposure to dust, and the operation of mobile equipment and manufacturing machinery. We are also subject to Mine Safety and Health Administration (MSHA) and Occupational Safety and Health Administration (OSHA) requirements for worker health and safety.
Failure to comply with applicable laws, regulations, permits, or orders, or adverse changes in those requirements or their enforcement, could result in fines, penalties, operational restrictions, mandated capital projects, denial or revocation of
permits, reputational damage, and increased costs, any of which could adversely affect our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Consolidated Adjusted EBITDA”
Removed heading “Magnesia Specialties Business”
Removed heading “Consolidated Adjusted EBITDA”
Removed heading “Mix-Adjusted Average Selling Price”
Removed heading “Discontinued Operations”
Largest changes
see in full comparisonpotentialGeopoliticalimpactrisksonaffecting costs, supply chain, oil and gas prices,or other matters relating to geopolitical conflicts,includingtheconflictwarzonesbetweensuchRussiaasandRussia- Ukraine,the war in Israel and related conflict in the MiddleIsrael-Middle East andthepotentialconflictChina-Taiwanbetween China and Taiwantensions;
The following discussion and analysis reflect management’s assessment of the financial condition and results of operations (MD&A) of the Company for continuing operations and should be read in conjunction with the audited consolidated financial statements (Item 8, Financial Statements and Supplementary Data). As discussed in more detail, the Company’s operating results are highly dependent upon activity within the construction marketplace, economic cycles within the public and private business sectors, and seasonal and other weather-related conditions. Accordingly, financial results for any year presented, or year-to-year comparisons of reported results, may not be indicative of future operating results.see in full comparisonAs permitted by the Securities and Exchange Commission (SEC) under the FAST Act Modernization and Simplification of Regulation S-K, the Company has elected to omit the discussion of the earliest period (2022) presented because it was included in its MD&A in its 2023 Annual Report on Form 10-K filed on February 23, 2024, incorporated by reference from Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations thereto.
Goodwill issee in full comparisonrequired to betested annually for impairment by comparing a reporting unit’s fair value to its carrying value.AnInteriminterimimpairmentreviewreviewsisare performedbetween annual testsif facts and circumstances arise that indicate a potential impairment. The goodwill impairmentreview of goodwillassessment is a critical accounting estimate because goodwill (excluding any goodwill allocated to assets held for sale) represented21%19% of the Company’s total assets at December 31,20242025; the review requires management to apply judgment and make key assumptions; and an impairment charge could be material to the Company’s financial condition and results of operations.
“Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Consolidated Adjusted EBITDA”see in full comparison
see in full comparisonotherPotential credit rating downgrades to non-investment grade; and Other risk factors listed from time to timefoundin the Company’sfilingsSECwith the SEC.filings.
“The nonresidential construction market accounted for 35% of the Company’s aggregates shipments in 2024. Large industrial projects of scale led by energy and domestic manufacturing continue to lead the segment, accounting for the majority of total nonresidential shipments. The Company expects enhanced federal investments will further support and accelerate growth trends in this end use, with a renewed focus on data centers for artificial intelligence infrastructure. …”see in full comparison
Full comparison: every changed paragraph (197)
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with 20242025 revenues of $6.5$6.2 billion and 20242025 net earnings from continuing operations attributable to Martin Marietta of $2.0$990 billion, inclusive of a $976 million after-tax nonrecurring gain on the divestiture of the Company's South Texas cement plant and related ready mixed concrete operations (the Divestiture).million. These results were achieved in part by supplying aggregates (crushed stone, sand and gravel) through its network of approximately 390400 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. As of December 31, 2025, Martin Marietta also provides cementother andbuilding downstreammaterials, products,namely, namelycement, ready mixed concrete, asphalt and paving services, in certain markets where the Company has a leadingnotable aggregates position. Specifically, the Company has one cement plant and twofour cement distribution facilities in Texas, ready mixed concrete operationsplants in Arizona and Texas, and asphalt operationsplants in Arizona, California, Colorado and Minnesota. PavingAsphalt paving services are offered in California and Colorado.
On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holding, Inc. (QUIKRETE) for the exchange of certain assets. The pending disposal of the Company's cement plant, related cement terminals and Texas ready mixed concrete plants meets the criteria for held for sale and the associated financial results of these operations are reported as discontinued operations for all periods presented (see Note B to the consolidated financial statements). The Company has recast all comparative prior-period financial information presented in Management's Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, to reflect this presentation.
The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement, ready mixed concreteaggregates and asphaltother andbuilding pavingmaterials product lines are reported collectively as the “Building Materials” business.
As more fully discussed in the Strategic Objectives section, geography is critically important for the Building Materials business. The Company conducts its Building Materials business for continuing operations through two reportable segments, organized by geography: East Group and West Group. The East Group, consisting of the East and Central divisions, provides aggregates and asphalt products. The West Group is comprised of the Southwest and West divisions and providesits continuing operations provide aggregates, cement, ready mixed concrete, asphalt and paving services.
The following ten states accounted for 81%76% of the Building Materials business 20242025 revenues from continuing operations: Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa.
The Company operates a Magnesia Specialties business with(formerly productionknown facilitiesas in Michigan and Ohio. Thethe Magnesia Specialties business) which produces magnesia-basedhigh‑purity chemicalsnatural productsand synthetic magnesia‑based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in environmental, industrial, agriculturalagricultural, construction, consumer and environmentalspecialty applications. ItThe Specialties business also produces dolomitic limelime, which is sold primarily to external customers for use in steel production and soil stabilization.stabilization, and is used internally as a raw material input in synthetic magnesia production. The July 2025 acquisition of Premier Magnesia expanded the Company’s product portfolio and enhanced its domestic magnesia mineral reserves and processing capabilities. Specialties’ production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania, and products are shipped to customers domestically and worldwide.
The Company’s strategic planning process, or Strategic Operating Analysis and Review (SOAR), provides the framework for execution of Martin Marietta’s long-term strategic plan. Guided by this framework and considering the cyclicality of the Building Materials business, the Company determines capital allocation priorities to maximize long-term shareholder value creation. The Company’s strategy includes ongoing evaluation of aggregates-led opportunities of scale in new domestic markets (i.e., platform acquisitions) and expansion through acquisitions that complement existing operations (i.e., bolt-on acquisitions). The Company finances such opportunities with the goal of preserving its financial flexibility by having a leverage ratio (consolidated net debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization, earnings/loss from nonconsolidated equity affiliates and certain other adjustments as specified in the Results of Operations section, or Consolidated Adjusted EBITDA) within a range of 2.0 times to 2.5 times within a reasonable period of time (typically within 18 months) following the completion of a debt-financed transaction. SOAR also includes the identification and potential disposition of assets that are not consistent with stated strategic goals. Notably, the Company completed nearly $6.0 billion worth of portfolio-optimizing transactions in 2024, divesting non-strategic cement and related ready mixed concrete businesses and redeploying the net proceeds into aggregates-led acquisitions in attractive markets (see Note B to the consolidated financial statements).
The Company, by purposeful design, will continue to beis an aggregates-led business that focuses on markets with strong, underlying growth fundamentals where it can sustain or achieve a leading market position. Aggregates gross profit represented 76%88% of 20242025 total reportable segment gross profit. For Martin Marietta, strategicother cementbuilding and targeted downstreammaterials operations are located where the Company has, or envisions, among other things, a clear path toward a leading aggregates position. Additionally,The strategicCompany's cementportfolio operationsalso areincludes geareda towardhighly marketscomplementary inSpecialties whichbusiness supplythat cannotpossesses beaggregates-like meaningfully interdicted by waterborne product deliveries.characteristics.
Population growth and density are typically assessed based on a site’s proximity to one of the 11 megaregions in the United States. Megaregions are large networks of metropolitan population centers covering thousands of square miles. According to America 2050, a planning and policy program of the Regional Plan Association, most of the nation’s population and economic growth through 2050 will occur in 11the megaregions. The Company has a meaningful presence in ten megaregions. As evidence of the successful execution of SOAR, the Company’s leading positions in the Texas Triangle, Colorado’s Front Range, northern and southern California and Arizona’s Sun Corridor megaregions and its growth platformplatforms in the southern portion of the Northeast megaregionmegaregion, Piedmont Atlantic and Florida megaregions are the results of acquisitions since 2011. The Company's enhanced positions in the Piedmont Atlantic megaregion and Florida megaregion were expanded with the Blue Water Industries LLC (BWI Southeast) acquisition completed during 2024. The Company has a legacy presence in the southeastern portion of the Great Lakes megaregion, encompassing operations in Indiana and Ohio, as well as the Gulf Coast megaregion in Texas.
The Company considers a state’s financial health rating, as issued by S&P Global Ratings, in determining the opportunities and attractiveness of areas for both expansion and/or development. The Company’s top tentop-ten revenue-generating states have been evaluated and scored a financial health rating of AA- or higher, where AAA is the highest score. The Company also reviews the state’s ability to secure additional infrastructure funding and financing.
Upholding the Company’s commitment to its Mission, Vision and Values Building and maintaining the world's safest, best-performing and most-durable aggregates-led public company Navigating effectively through construction cycles to balance investment decisions against expected product demand Tracking shifts in population dynamics, as well as local, state and national economic conditions, to ensure changing trends are reflected in the execution of the strategic plan Integrating acquired businesses efficiently to maximize the return on the investment Allocating capital in a prudent manner consistent with the following long-standing priorities while maintaining financial flexibility:
Allocating capital in a prudent manner consistent with the following long-standing priorities while maintaining financial flexibility:
The Company’s safety and health culture and performance sets the foundation for its long-term strategic plan and its financial and operational strength. For 2024,2025, the Company achieved a record company-wide Lost-Time Incident Rate (LTIR) of 0.129,0.17, the eighthninth consecutive year of world-class or better LTIR thresholds, and a company-wide Total Injury Incident Rate (TIIR) of 0.650,0.69, the fourthfifth consecutive year of world-class or better TIIR thresholds.
Aggregates are an engineered, granular material consisting of crushed stone, sand and gravel, manufactured to specific sizes, grades and chemistry for use primarily in construction applications. The Company’s operations consist mostly of open pit quarries; however, the Company is also the largest operator of underground aggregates mines in the United States, with 1413 active underground mines located in the East Group. The Company’s aggregates reserves average more thanapproximately 85 years at the 20242025 annual production level.
Cement is the basic agent used to bind coarse aggregates, sand and water in the production of ready mixed concrete. Calcium carbonate in the form of limestone is the principal raw material used in the production of cement. The Company has a cement production facility in Midlothian, Texas, south of Dallas/Fort Worth, and operates twofour related distribution terminals. This production facility produces Portland limestone and specialty cements, with an annual clinker (an intermediary product of cement production) capacity at December 31, 20242025 of approximately 2.4 million tons. The facility operated at approximately 72%61% utilization for clinker production in 2024.2025. The Company completed a finishing capacity expansion project at the Midlothian plant in August 2024, which will provideprovided 0.45 million tons of incremental annual cement production capacity. Further, the Company has converted its Midlothian plant to manufacture a less carbon-intensive Portland limestone cement, known as Type 1L, which has been approved by the Texas Department of Transportation and allows the production of more cement with less clinker. The Company's Midlothian cement plant and related cement terminals are classified as assets held for sale as part of the pending QUIKRETE transaction.
Ready mixed concrete is measured in cubic yards and specifically batched or produced for customers’ construction projects and then typically transported by mixer trucks and poured at the project site of a customer of the Company. The coarse aggregates used for ready mixed concrete are a washed material with limited amounts of fines (i.e., dirt and clay). The Company operates ready mixed concrete plants in Arizona and Texas.Texas as of December 31, 2025. The Texas ready mixed concrete plants are classified as assets held for sale as part of the pending QUIKRETE transaction.
Asphalt is typically used in surfacing roads and parking lots and consists of liquid asphalt, or bitumen (the binding medium), and aggregates. Similar toLike ready mixed concrete, each asphalt batch is produced to customer specifications. The Company’s asphalt operations are in Arizona, California, Colorado and Minnesota and related paving services are offered in California and Colorado.
Market dynamics for the downstream ready mixed concrete and asphalt product lines include a highly competitive environment and lower barriers to entry compared with the Company’s upstream aggregates product lines of aggregates and cement.line.
State and local initiatives that support infrastructure funding, including gas tax increases, new funding mechanisms and other ballot initiatives, are increasing in size and number as these governments recognize the need for their expanded role in public infrastructure investment. InDuring November2025, 2024, 77%83% of all infrastructure funding measures up for vote were approved. These approved infrastructure initiatives are estimated to generate $41$24 billion in one-time and recurring revenues, with initiatives in Texas,North Carolina, one of the Company’s largest revenue-generating state,states, accounting for $5$16 billion of this total.
The nonresidential construction market accounted for 36% of the Company’s aggregates shipments in 2025. Heavy nonresidential construction demand remained steady in 2025 across key geographies due to rapid expansion in data centers, a recovery in warehousing and distribution, and early-stage momentum in energy and advanced manufacturing. The Company expects 2026 demand in these nonresidential segments to remain strong.
The nonresidential construction market accounted for 35% of the Company’s aggregates shipments in 2024. Large industrial projects of scale led by energy and domestic manufacturing continue to lead the segment, accounting for the majority of total nonresidential shipments. The Company expects enhanced federal investments will further support and accelerate growth trends in this end use, with a renewed focus on data centers for artificial intelligence infrastructure. While light nonresidential demand remained resilient through 2024, despite higher interest rates, high office vacancy rates and tighter commercial lending conditions, the Company expects 2025 demand in this segment to moderate, as it generally follows single-family residential development with a lag.
The residential construction market accounted for 23% of the Company’s aggregates shipments in 2024. This end use typically moves in direct correlation with economic cycles. The Company’s exposure to residential construction is split between aggregates used in the construction of subdivisions (including streets, sidewalks, utilities and storm and sewage drainage), single-family homes and multi-family units. Construction of both subdivisions and single-family homes is nearly three times
moreThe residential construction market accounted for 22% of the Company’s aggregates intensiveshipments thanin 2025. This end use typically moves in direct correlation with economic cycles. The Company’s exposure to residential construction is split between aggregates used in the construction of subdivisions (including streets, sidewalks, utilities, and storm and sewage drainage), single-family homes and multi-family units. Therefore, the levelConstruction of new subdivisionsubdivisions starts,and assingle-family wellhomes asis highly correlated with aggregates demand due to the ancillary infrastructure and nonresidential construction activity that typically follows new suburban development (e.g. new roads/interchanges, retail centers, warehouses, schools and office buildings). Therefore, single-family housing permits,starts isare a strong leading indicator of residentialaggregates volumes.demand. According to the United States Census Bureau, for the yeartwelve months ended DecemberOctober 31, 2024,2025, the most recent data available, seasonally-adjusted national single-family housing starts decreased 3%8% to approximately 1.10.9 million units compared with 2023 and seasonally-adjusted national single-family housing permits decreased 3% versus 2023.2024. Housing demand far exceeds supply in the Company’s key markets; however, a housing recovery is not expected until mortgage rates decline and/or affordability headwinds recede.
The remaining 5% of the Company’s 2024 aggregates shipments was to the ChemRock/Rail market, which includes ballast and agricultural limestone.limestone, accounted for the remaining 5% of the Company’s 2025 aggregates shipments. Ballast is an aggregates product used to stabilize railroad track beds. Agricultural lime, a high-calcium carbonate material, is used as a supplement in animal feed, a soil acidity neutralizer and agricultural growth enhancer. Additionally, ChemRock/Rail includes rip rap (used as a stabilizing material to control erosion caused by water runoff at embankments, ocean beaches, inlets, rivers and streams) and high-calcium limestone (used as filler in glass, plastic, paint, rubber, adhesives, grease and paper). Chemical-grade, high-calcium limestone is used as a desulfurization material in utilitycoal-fired plants.power generation facilities.
Materials pricing for construction projects is generallytypically based on termsagreements committingthat toguarantee the availability of specified productsproducts, ofin stated quantities, at agreed-upon prices for a stated quantity at an agreed-upon price during a definitivedefined period. Because infrastructure projects often span multiple years, announced price changes canmay have a lagtake time beforeto takingflow effectthrough whileas the Company sellscontinues to sell products under existing price agreements.commitments. Pricing escalators included in multi-year infrastructure contracts serve to somewhathelp mitigate this effect.delay to some extent. However, during periods of heightenedsignificant or rapid increases in production costs, multi-year infrastructure contract pricing may provide only nominal pricing growth. Additionally, the Company may implement multiple price increases throughout the year, on a market-by-market basis, where appropriate. Pricing is determined locally and is affected by supply and demand characteristics of the local market. For further information on pricing, see the discussion in the Financial Overview section.
Additionally, the Company may implement multiple price increases throughout the year, as appropriate, on a market-by-market basis. Pricing is determined locally and is influenced by each market’s supply-and-demand dynamics. For further information on pricing, see the discussion in the Financial Overview section.
Costs of revenues for the Building Materials business are components of costs incurred at the quarries, mines, cement plants, ready mixed concrete plants, asphalt plants, paving operations and distribution yards and facilities. Cost of revenues also includes the cost of resale materials, freight expenses to transport materials from a producing quarry or cement plantlocation to a distribution yard or facility (internal freight), third-party freight and delivery costs incurred by the Company and then billed to customers (external freight) and production overhead costs.
Generally, the significant components of cost of revenues for the aggregates product line are (1) labor and benefits; (2) depreciation, depletion and amortization; (3) repairsinternal and maintenancefreight; (4) internalrepairs freightand maintenance; (5) external freight; (6) supplies; (7) energy; and (8) contract services. In 2024,2025, these categories represented 89%86% of the aggregates product line's total cost of revenues.
Variable costs are expenses that fluctuate with the level of production volume, while fixed costs are expenses that do not vary based on production or sales volume. Production is the key driver in determining the levels of variable costs, as it affects the number of hourly employees and related labor hours. Further, components of energy, supplies and repairs and maintenance costs also increase in connection with higher production volumes. Accordingly,Aggregates production facilities typically do not operate on a continuous basis, which provides the Company’sability operatingto leverageflex canproduction becosts meaningful.in response to changes in demand.
Wage and benefit inflation as well as other increases in labor costs may be somewhat mitigated by enhanced productivity in an expanding economy.productivity. During economic downturns, the Company reviews its operations and, where practical, temporarily idles certain sites. The Company then serves these markets with other open and proximate facilities. In certain markets, management can create production “super crews” that work on a rotating basis at various locations. For example, within a market, a crew may work three days per week at one quarryoperation and the other two workdays at another quarry.operation. This has allowed the Company to responsibly manage headcount in periods of lower product demand.
Typically, diesel fuel represents the single-largest component of energy costs for the Building Materials business. The average cost per gallon for continuing operations was $2.82$2.58 and $3.25$2.80 in 20242025 and 2023,2024, respectively. Changes in energy costs also affect the prices that the Company pays for related supplies, including explosives, conveyor belting and tires. Further, the Company’s contracts for shipping products on its rail and waterborne distribution network typically include provisions for escalations or reductions in the amounts paid by the Company if the price of fuel moves outside a stated range.
Cement production is a capital-intensive operation with high fixed costs requiring plants to operate continuously, except during maintenance shutdowns. Maintenance of kiln and finishing mills typically necessitates a temporary plant shut-down for repairs. The Company adjusts production levels in anticipation of these planned maintenance periods.
The long-haul distribution network can also diversify market risk for locations that engage in long-haul transportation of aggregates products. This is particularly true where a producing quarry both serves a local market and transports products via rail, water and/or truck to be sold and distributed in other markets. The risk of a downturn in one market may be somewhat mitigated by other distant markets served by the location.
Product shipments are moved by truck, rail and water through the Company’s long-haul distribution network. The Company’s rail network primarily serves its Texas, Southeast and Gulf Coast markets, while the Company’s Bahamas and Nova Scotia locations transport materials via oceangoing ships. The Company’s strategic focus includes expanding inland and offshore capacity and acquiring distribution yards and port locations to offload transported material. As of December 31, 2024,2025, the Company's distribution network consisted of 7889 aggregates yards and 24 cement terminals. The cement terminals are classified as assets held for sale as of December 31, 2025.
Transportation investments generallytypically booststimulate theeconomic economygrowth by creating jobs and enhancing mobility and access, which are priorities of many of the government’s economic plans. Public-sector construction related to transportation infrastructure isprojects are funded through a combinationmix of federal, state and local sources. The current federal highwayinfrastructure bill, currentlylegislation, the IIJ Act, provides annual funding for public-sector highway construction projects and includes spending authorizations, which represent the maximum financial obligation that will result from the immediate or future outlays of federal funds for highway and transit programs. The federal government’s surface transportation programs are funded mostly through the receipts of highway user taxes placed in the Highway Trust Fund, which is divided into the Highway Account and the Mass Transit Account. Revenues credited to the Highway Trust Fund are primarily derived from a federal gas tax, a federal tax on certain other motor fuels and interest on the accounts’ accumulated balances. Of the currently imposed federal gas tax of $0.184 per gallon, which has been static since 1993, $0.15 is allocated to the Highway Account of the Highway Trust Fund.
The federal government’s surface transportation programs are funded mostly through highway user taxes deposited into the Highway Trust Fund, which is divided into the Highway Account and the Mass Transit Account. Most of the Trust Fund’s revenue comes from the federal gas tax, taxes on certain other motor fuels, and interest on accumulated balances. Of the federal gas tax of $0.184 per gallon, which has remained unchanged since 1993, $0.15 is allocated to the Highway Account of the Highway Trust Fund.
In addition to federal appropriations, each state typically funds its infrastructure investment from specifically allocated amounts collected from various user fees, typically gasoline taxes and vehicle fees. States have assumed a significantly larger role in funding infrastructure investment, including initiating special-purpose taxes and raising state gas taxes. Management believes that financing at the state and local levels, such as bond issuances, toll roads, vehicle miles traveledmiles-traveled fees and tax initiatives, will continue to grow and have a fundamental role in advancing infrastructure projects. State infrastructure investment generally leads to increased growth opportunities for the Company. The level of state public-works spending is variedvaries across the nation and is dependent upon individual state economies;economies, therefore the degree to which the Company could be affected by a reduction or slowdown in infrastructure spending varies by state. The state economies of the Building Materials business’ ten largestten-largest revenue-generating states may disproportionately affect the Company’s financial performance.
Governmental appropriations and expenditures are typically less interestinterest-rate rate-sensitivesensitive than private-sector spending. Obligations of federal funds are a leading indicator of highway construction activity in the United States. Before a state or local transportation department of transportation can solicit bids on an eligible construction project, it enters into an agreement with the Federal Highway Administration to obligate the federal government to pay its portion of the project cost. These Federal obligations are subject to annual funding appropriation reviews by Congress.
The Company’s organic capital program is designed to leverage construction market growth throughby investmentinvesting in both permanent and portable facilities atacross the Company’sits operations. Over the course of an economic cycle, the Company typically invests organic capital at an annual level that approximates depreciation expense. At mid-cycle and throughduring cyclical peaks, organic capital investment usuallygenerally exceeds depreciation expense,expense as the Company supportsaddresses current capacity needsrequirements and positions itself for future growth. Conversely, at aduring cyclical trough,troughs, capital investment may be reduced. Regardless of the economic environment, the Company may reduce levels ofprioritizes capital investment.investments Regardless of cycle, the Company sets a priority of investing capital tothat ensure safe, environmentally soundresponsible, and efficient operations, asallow welldelivery as to provideof the highest quality of customer serviceservice, and establish a strong foundation for future growth.
The Company is diligent in its focus onevaluating land opportunities, including potential new sites (greensites) and expansions of existing site expansion.locations. Land purchases are usually opportunistic and canmay includeinvolve contiguousacquiring property aroundadjacent to or near existing quarry locations. Such property can serve as buffer propertyland or provide additional mineral reserves, assuming regulatory hurdlesrequirements canare be clearedmet and the underlying geology supports economical aggregates mining. In either instance, theacquiring acquisition of additional propertyland around an existing quarry typically allows the expansion of the quarry footprint and anextends extensionits of quarryoperating life.
The Specialties business produces and sells dolomitic lime from its Woodville, Ohio facility and manufactures high-purity natural and synthetic magnesia-based products for environmental, industrial, agricultural, construction, consumer and specialty applications at its Manistee, Michigan; Woodville, Ohio; Gabbs, Nevada; Waynesville, North Carolina; Greendale, Indiana; and Aspers, Pennsylvania facilities. These magnesia-based products have varying uses, including flame retardants, wastewater treatment, pulp and paper production and other specialty applications. Dolomitic lime products sold to external customers are primarily used by the domestic steel industry as a fluxing agent, and in construction applications for soil stabilization, while the remaining lime shipments are used internally as a raw material for the manufacturing of synthetic magnesia-based products. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States. This transaction expands the Company's product offerings to new and existing customers and enhances the Specialties business.
Magnesia Specialties Business
The Magnesia Specialties business manufactures magnesia-based chemicals products for industrial, agricultural and environmental applications at its Manistee, Michigan facility. The chemical products business focuses on higher-margin specialty chemicals that can be produced at volumes that support efficient operations. The Magnesia Specialties business also produces and sells dolomitic lime from its Woodville, Ohio facility. Dolomitic lime products sold to external customers are primarily used by the domestic steel industry, while the remaining lime shipments are used internally as a raw material for the manufacturing of chemical products.
With 44%33% of Magnesia Specialties’ 20242025 revenues related to products used in the steel industry, a portion of the segment’s revenues and profits is affected by production and inventory trends within the steel industry, which are guided by the rate of consumer consumption, the flow of offshore imports and other economic factors. The dolomitic lime business runs most profitably at 70% or greater steel capacity utilization. Domestic steel production averaged 70% of capacity in 2024 and 74% in 2023.
While revenues of the Magnesia Specialties business were predominantly derived from domestic customers in 2024,2025, financial results can be affected by foreign currency exchange rates, increasing transportation costs or weak economic conditions in foreign markets. To mitigate the short-term effect of currency exchange rates, foreign transactions are denominated in United States dollars.
foreign markets. To mitigate the short-term effect of currency exchange rates, foreign transactions are denominated in United States dollars.
A significant portion of the Magnesia Specialties business’ costs is of a fixed or semi-fixed nature. The production process requires the use of natural gas, coal and petroleum coke; therefore, fluctuations in their pricing directly affect operating results. To help mitigate this risk, the Company has fixed-price agreements for 43%34% of its anticipated 20252026 energy needs for coal, petroleum coke and natural gas. Given inherently high fixed costs, low capacitylow-capacity utilization can negatively affect the segment’s results of operations.operations, while providing a high degree of operating leverage in periods of high-capacity utilization. Management expects future organic profit growth to result from increased pricing, commercialization of new products, entry into new markets and optimization of overall product mix.
In 2024,2025, direct production costs represented 81%82% of the Magnesia Specialties business' total cost of revenues:
The Magnesia Specialties business is highly dependent on rail transportation, particularly for movement of dolomitic lime from Woodville to ManisteeManistee, magnesite from Gabbs to processing plants in North Carolina, Indiana and Pennsylvania and direct customer shipments of dolomitic lime and magnesia chemicals products from bothWoodville, WoodvilleManistee and Manistee.Gabbs. The segment can be affected by the risks mentioned in the long-haul distribution discussion in the Building Materials Business’ Key Considerations section.
The expansion and growth of the aggregates industry isfaces subjectgrowing to increasing challengespressure from environmental and political advocatesgroups aimingseeking to controlinfluence the pace and direction of future development. CertainSome environmental groups have publishedidentified listsspecific of targeted municipal areas,municipalities, including areas within the Company’s marketplace,markets, as targets for environmental and suburban growth control. The effectimpact of these initiatives on the Company’s growth is typically localized.localized, Furtherthough challengestheir areinfluence is expected asto thefluctuate momentumover oftime. In addition, these initiativesspecial-interest ebbgroups andincreasingly flow.promote Railrail and other transportation alternatives are being heralded by these special-interest groups as solutions to mitigate road traffic congestion and overcrowding.
The Company’s operations are subject to and affected by federal, state and local laws, rules and regulations relating to theenvironmental environment,protection, health and safetysafety, and other regulatory matters. Certain of the Company’s operations may occasionally use substances classified as toxic or hazardous. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s businesses, as it is with other entities engaged in similar businesses.
toxic or hazardous. To ensure compliance, the Company regularly monitors and reviews its operations, procedures and policies. Nevertheless, as with other entities engaged in similar businesses, environmental liability remains an inherent risk.
Environmental operating permits are, or may be, required for certain of the Company’sCompany operations; such permitsand are subject to modification, renewal andor revocation. New permits are generally required forwhen opening new sites or for expansion atexpanding existing operationsoperations, and the approval process can take several years to obtain.years. Moreover, land use, rezoning and special or conditional use permits are increasingly difficult to obtain. Once a permit is issued, the location is required to generally operate in accordance with the approved site plan.
The Clean Air Act (the Act), originally passed in 1963 and amended several times since, is the United States’ national air pollution control program that granted the United States Environmental Protection Agency (USEPA) authority to set limits on the level of various air pollutants. To meet National Ambient Air Quality Standards, a defined geographic area must maintain pollutant levels below established thresholds for six contaminants. Environmental groups have successfully challenged federal and certain state transportation departments under the Act, delaying highway construction in municipalities that are not in compliance.
The Clean Air Act, originally passed in 1963 and periodically updated by amendments, is the United States’ national air pollution control program that granted the United States Environmental Protection Agency (USEPA) authority to set limits on the level of various air pollutants. To meet National Ambient Air Quality Standards, a defined geographic area must be below established limits for six pollutants. Environmental groups have been successful in proceedings against the federal and certain state departments of transportation, delaying highway construction in municipal areas not in compliance with the Clean Air Act. The USEPA designates geographic areas as nonattainment areas when the level of air pollutants exceeds the national standard. Nonattainment areas receive deadlines to reduce air pollutants by instituting various control strategies or otherwise face fines or control by the USEPA. Included as nonattainment areas are several major metropolitan areas in the Company’s markets, such as Houston/Brazoria/Galveston, Texas; Dallas/Fort Worth, Texas; Bexar County in San Antonio/New Braunfels, Texas; Denver, Colorado; Boulder, Colorado; Fort Collins/Greeley/Loveland, Colorado; Baltimore, Maryland; Phoenix/Mesa, Arizona; Los Angeles-San Bernardino Counties, California; Los Angeles – South Coast Basin, California; Phoenix/Mesa, Arizona; San Diego County, California; San Francisco Bay Area, California; San Joaquin Valley, California; and Sacramento County, California. Federal transportation funding has been directly tied to compliance with the Clean Air Act.
Large emitters (facilities that emitrelease 25,000 metric tons or more per year) of greenhouse gases (GHG) must report GHG generation to comply with the USEPA’s Mandatory Greenhouse Gases Reporting Rule (GHG Rule). In 2024,2025, the Company filedsubmitted annual reports in accordance with the GHG Rule relating to operations at its cement plant in Texas, as well as its Magnesia Specialties facilities in Woodville, Ohio, and Manistee, Michigan, each of which emitemits certain GHG,GHGs, including carbon dioxide, methane and nitrous oxide. IfShould Congress passesenact additional legislation limiting GHG emissions, these operations will likely be subject to such legislation. The Company believes that any increased operating costs or taxes related to GHG emission limitations at its cement or Woodville operations would be passed on to its customers. The Manistee facility may have to absorb extra costs due to the regulation of GHG emissions to maintain competitive pricing in its markets. The Company cannot reasonably predict the amount of those potential increased costs.
The Company believes that any increased operating costs or taxes related to GHG emission limitations at its cement or Woodville operations would be passed on to customers. The Manistee and Gabbs facilities may have to absorb extra costs due to the regulation of GHG emissions to maintain competitive pricing in its markets. The Company cannot reasonably predict the amount of those potential increased costs.
The Company is engagedinvolved in certain legal and administrative proceedings incidentalthat toarise itsin the normal businesscourse activities.of Inbusiness. management'sBased and counsel's opinion, based uponon currently available facts,information, and in the likelihoodopinion of management and counsel, it is remote that the ultimate outcomeresolution of any such litigation or other proceedings, including those pertaining toinvolving environmental matters, relating to the Company and its subsidiaries, will have a material adverse effect on the overall results of the Company’s operations, cash flows or financial position.
The following discussion and analysis reflect management’s assessment of the financial condition and results of operations (MD&A) of the Company for continuing operations and should be read in conjunction with the audited consolidated financial statements (Item 8, Financial Statements and Supplementary Data). As discussed in more detail, the Company’s operating results are highly dependent upon activity within the construction marketplace, economic cycles within the public and private business sectors, and seasonal and other weather-related conditions. Accordingly, financial results for any year presented, or year-to-year comparisons of reported results, may not be indicative of future operating results. As permitted by the Securities and Exchange Commission (SEC) under the FAST Act Modernization and Simplification of Regulation S-K, the Company has elected to omit the discussion of the earliest period (2022) presented because it was included in its MD&A in its 2023 Annual Report on Form 10-K filed on February 23, 2024, incorporated by reference from Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations thereto.
The Company’s consolidated operating results and certain operating results as a percentage of revenues are as follows:
What changed in the latest 10-Q
Risk Factors
New heading “Risks related to the LNA Transaction”
New heading “We cannot assure you that the proposed LNA Transaction will be completed.”
New heading “We may fail to realize benefits anticipated as a result of the LNA Transaction.”
New heading “The issuance of Consideration Shares in connection with the LNA Transaction will dilute our existing shareholders and may adversely affect the trading price of Martin Marietta common stock.”
New heading “We and LNA will be subject to business uncertainties while the LNA Transaction is pending that could adversely affect our and their business.”
New heading “The LNA Transaction is subject to conditions, including regulatory approval under the HSR Act and certain conditions that may not be anticipated, or may not be satisfied or completed on a timely basis, if at all. Any delay in completing the LNA Transaction may reduce or eliminate the benefits expected.”
New heading “Notwithstanding the due diligence investigation that we performed in connection with our entry into the Securities Sale Agreement, LNA may have liabilities, losses or other exposures for which we do not have adequate insurance coverage or other protection.”
New heading “We will incur a substantial amount of indebtedness in connection with the LNA Transaction.”
Largest changes
“In addition, the terms of such indebtedness may restrict certain actions by us and our subsidiaries. The exact terms of such restrictions, if any, will be subject to negotiations prior to consummation of the applicable financing transaction. Such restrictive covenants may limit the ability of us and our subsidiaries. A breach of any of these restrictive covenants, if applicable, could result in default under the applicable debt instrument. …”see in full comparison
“Ratings organizations regularly analyze the financial performance and condition of companies and have placed our credit ratings under review as a result of our announcement of proposed transactions, and may do so in the future. While we do not believe that a review by ratings organizations should result in a reduction of our credit ratings, there is no guarantee of such outcome. …”see in full comparison
“Notwithstanding the due diligence investigation that we performed in connection with our entry into the Securities Sale Agreement, LNA may have liabilities, losses or other exposures for which we do not have adequate insurance coverage or other protection.”see in full comparison
“We are also exposed to risks from tightening credit markets, through the interest payable on any variable-rate debt, including the interest cost on future borrowings under our credit facilities. Although we maintain committed credit facilities and actively manage liquidity, there is no assurance financing will be available when needed or on acceptable terms, that customers will remain current, or that public-sector funding will be insulated from market conditions. …”see in full comparison
We may be required to obtain financing to fund certain strategic acquisitions, if they arise, or to refinance our outstanding debt or for other corporate purposes. It is possible a large strategic acquisition would require that we issue new equity and debt securities to maintain our investment-grade credit rating and could result in a ratings downgrade notwithstanding our issuance of equity securities to fund the transaction.see in full comparisonWe are also exposed to risks from tightening credit markets, through the interest payable on any variable-rate debt, including the interest cost on future borrowings under our credit facilities. Although we maintain committed credit facilities and actively manage liquidity, there is no assurance financing will be available when needed or on acceptable terms, that customers will remain current, or that public-sector funding will be insulated from market conditions. If credit markets tighten or remain volatile, the combined effects, lower private and public construction activity, slower collections, higher input and delivered costs, increased Page 45 of 37 interest expense, reduced covenant flexibility, or ratings pressure, could adversely affect our business, financial condition, and results of operations.
“Many federal, state and local requirements governing zoning, land use, air emissions (including carbon dioxide and other greenhouse gases), water use, allocation and discharges, waste management, noise and dust control, blasting, mining, land reclamation and other environmental, health and safety matters govern our operations. Many of our operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. …”see in full comparison
Full comparison: every changed paragraph (127)
This Form 10-Q and other written reports and oral statements made from time to time by the Company contain statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of federal securities law.laws. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes are reasonable, but which may bediffer materially different from actual results. Investors can identify these statements by the fact that they do not relate only to historichistorical or current facts. The words “may,” “will,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “project,” “scheduled,” and similar expressions in connection with future events or future operating or financial performance are intended to identify forward-looking statements. Any or all of the Company’s forward-looking statements in this Form 10‑Q and in other publications may turn out to be wrong.
Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance, and environmental remediation cost estimates are examples of forward-looking statements. Numerous factors, including potentially the risk factors described in this section, could affect the Company's forward-looking statements and actual performance.
Investors are also cautioned that it is not possible to predict or identify all such factors. Consequently, the reader should not consider these risk factors to be a complete statement of all potential risks or uncertainties. Other factors besides those set forth herein may adversely affect the Company and may be material to the Company.material. The Company has listed the known material risks it considers relevant in evaluating the Company and its operations. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake anany obligation to update such statements, whether as a result of new information, future events, or otherwise, other than as required by law.
For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the factors listed below, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 2 of this Form 10-Q, and Note 1A: Significant Accounting Policies and Note 9I: Commitments and Contingencies of the Notes to Consolidated Financial Statements of the Company’s unaudited consolidated financial statements included under Item 1, Financial Statements of this Form 10-Q.
Demand for our construction materials is inherently cyclical and may decline or become more volatile due to economic and political uncertainty, elevated interest rates and inflation, reduced housing affordability, lower private nonresidential investment, or tightening credit conditions that delay, downsize, or cancel projects. Our products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads, Page 34 of 37 bridges, schools and similar projects. Public infrastructure activity depends on federal, state, and local budgets and bid schedules. Changes in fuel-tax or other alternative financing, prolonged federal budget disputes or government shutdowns or other factors can reduce, defer, cap, suspend, or reprioritize transportation spending. The level and timing of federal, state or local transportation or infrastructure or public projects funding, including any issues arising from such budgets, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota, can have an adverse impact on our business and construction projects that we supply.
We sell most of our aggregates (our primary business) to the construction industry and, therefore, our results depend on that industry’s strength. Because our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on aggregates. Construction spending is affected by economic conditions, changes in interest rates, inflation, employment levels, demographic and population shifts, and changes in construction budgets by federal, state and local governments. Further, delays or cancellations of projects in the nonresidential and residential construction markets, which combined accounted for 58% of aggregates shipments in 2025, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continuesis to be eroded oradversely affected by economic uncertainty.
Product and geographic mix shiftingshifts towardstoward lower-value stone, shorter haul lengths or smaller jobsprojects;
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There is no assurance that market prices will stabilize or improve if demand recovers. Prolonged or widespread price declines, especially if accompanied by reduced shipments, could decrease margins and cash flows, reduce returns on invested capital, negatively affect the carrying value of long-lived assets or goodwill, limit capital available for growth and increase the risk of notnoncompliance meetingwith our net debt-to-consolidated EBITDA ratio under our five-year senior unsecured revolving facility.
The heavy-side construction business is conducted outdoors. Accordingly, our production, distribution, and customer demand are affected by seasonal weather patterns and adverse weather conditions. Adverse weather conditions, including hurricanes and tropical storms, extreme temperatures, snow, heavy or sustained rainfall, wildfires and earthquakes, reduce construction activity, reduce the demand for our products and impede our ability to efficiently transport material. Severe events can close or damage transportation networks or constrain logistics capacity, slowing our ability to move materials and increasing costs.
Adverse weather conditions also increase our costs and reduce our production output as a result of power outage, additional plant and equipment repairs, the time required to remove water from flooded operations and similar events. Severe drought conditions can restrict available water supplies and constrain production.
Production and shipment levels of the Building Materials business’ products follow activity in the construction industry, which typically is strongest in the spring, summer and fall. Because of the effect of the weather on the construction industry’s activity, our Building Materials business, including our aggregates-related downstream operations, vary by quarter.
The second and third quarters are generally subject to heavy precipitation, and, thus, are more profitable if precipitation is lighter. The first and fourth quarters, which are subject to the impacts of winter weather, are generally the least profitable, but can be more profitable if the impact of winter weather is less severe.
Our operations in coastal markets near the Atlantic Ocean and Gulf Coast and in The Bahamas are exposed to hurricanes and tropical storms, while our California operations face risks from Pacific storms, wildfires, mudslides and water use restrictions during periods of severe drought.
The physical risks described above may be exacerbated by changing climate conditions, including increased weather variability and the potential for more frequent or severe weather events over time.
The heavy-side construction business is conducted outdoors. Accordingly, our production, distribution, and customer demand are affected by seasonal weather patterns and adverse weather. Adverse weather conditions, including hurricanes and tropical storms, extreme temperatures, snow, heavy or sustained rainfall, wildfires and earthquakes, reduce construction activity, restrict the demand for our products and impede our ability to efficiently transport material. Severe events can close or damage transportation networks or constrain logistics capacity, slowing our ability to move materials and increasing costs. Adverse weather conditions also increase our costs and reduce our production output as a result of power loss, additional plant and equipment repairs, time required to remove water from flooded operations and similar events. Severe drought conditions can restrict available water supplies and constrain production. Production and shipment levels of the Building Materials business’ products follow activity in the construction industry, which typically is strongest in the spring, summer and fall. Because of the weather’s effect on the construction industry’s activity, the production and shipment levels for our Building Materials business, including all of our aggregates-related downstream operations, vary by quarter. The second and third quarters are generally subject to heavy precipitation, and, thus, are more profitable if precipitation is lighter. The first and fourth quarters, which are subject to the impacts of winter weather, are generally the least profitable, but can be more profitable if the impact of winter weather is less severe. Our operations in coastal markets near the Atlantic Ocean and Gulf Coast and in The Bahamas are exposed to hurricanes and tropical storms, while our California operations face risks from Pacific storms, wildfires, mudslides and water use restrictions during periods of severe drought. The physical impacts described above may be exacerbated by the effects of climate change over time.
Our ability to sustain and grow the business depends on replacing depleting reserves with quality aggregates deposits that we can mine economically, with appropriate permits, near either growing markets or long-haul transportation corridors that can economically serve applicable markets. Quality deposits that meet customer specifications are increasingly difficult to secure near growing markets due to competing land uses, zoning and land-use restrictions, and community opposition. We try to meet this challenge by identifying and permitting sites prior to economic expansion, buying more land around our existing quarries to increase our mineral reserves, developing underground mines, and expanding a distribution network that transports aggregates products by various methods, including rail and water. Even when deposits are identified, we may be unable to obtain or renew necessary land-use approvals, environmental permits, or other governmental authorizations on acceptable terms or timelines, or at all. If we are unable to timely replace reserves accessible to our markets, obtain or maintain required permits and approvals, secure necessary property and access rights on acceptable terms, or economically transport materials to demand centers, our ability to serve customers and our results of operations could be adversely affected.
We try to meet this challenge by identifying and permitting sites prior to economic expansion, acquiring additional land adjacent to our existing quarries to increase our mineral reserves, developing underground mines, and expanding a distribution network that transports aggregates products by various methods, including rail and water.
Even when deposits are identified, we may be unable to obtain or renew necessary land-use approvals, environmental permits, or other governmental authorizations on acceptable terms or timelines, or at all.
If we are unable to timely replace economically accessible reserves serving our markets, obtain or maintain required permits and approvals, secure necessary property and access rights on acceptable terms, or economically transport materials to demand centers, our ability to serve customers, expand our business, and our results of operations could be adversely affected.
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We expect to continue to pursue acquisitions, joint ventures, leaseholds, licenses and other strategic transactions to strengthen our existing locations, expand our operations and enter new geographic markets. The success of this strategy depends on our ability to identify, evaluate, negotiate, finance, close, and integrate opportunities on acceptable terms and timelines. Suitable targets may be scarce and sellers may prefer structures or terms that increase complexity or risk. There is no assurance that we will identify opportunities that meet our return thresholds or that, if completed, such transactions will generate expected cash flows or strategic benefits within anticipated time frames.
Suitable targets may be scarce and sellers may prefer structures or terms that increase complexity or risk. There is no assurance that we will identify opportunities that meet our return thresholds or that, if completed, such transactions will generate expected cash flows or strategic benefits within anticipated time frames.
Proposed acquisitions are subject to risks and uncertainties before closing. Our diligence may not identify or fully mitigate all risks, including environmental liabilities, geologic or reserve quality, title, access constraints, water or power availability, legacy tax or legal exposures, labor and workforce issues, or cybersecurity vulnerabilities. Transactions may require antitrust and other regulatory approvals and could be delayed, conditioned, or prohibited. Required divestitures or other remedies can reduce expected benefits of transactions. Target businesses may depend on permits, licenses, mineral or water rights, easements, leases, or other approvals that must be transferred, renewed, or re-issued; these processes can be uncertain, time-consuming and costly. Volatile debt and equity market conditions, interest-rate movements, and changes in our credit ratings can affect the availability and cost of financing.
Transactions may require antitrust and other regulatory approvals and could be delayed, conditioned, or prohibited. Required divestitures or other remedies can reduce expected benefits of transactions.
Target businesses may depend on permits, licenses, mineral or water rights, easements, leases, or other approvals that must be transferred, renewed, or re-issued; these processes can be uncertain, time-consuming and costly.
Volatile debt and equity market conditions, interest-rate movements, and changes in our credit ratings can affect the availability and cost of financing.
We may finance transactions with cash, debt, equity or a combination of such consideration. Using our common stock – whether as acquisition consideration or for related capital raises – can dilute existing shareholders and cause the price of our stock to decline, and market volatility between signing and closing can affect the value delivered to sellers or the economics of the transaction. Debt financing increases interest expense and financial leverage and may reduce flexibility under our debt covenants and capital-allocation priorities. Joint ventures and minority investments can involve governance constraints, differing strategic objectives or disputes that limit our ability to direct operations or realize anticipated benefits.
Debt financing increases interest expense and financial leverage and may reduce flexibility under our debt covenants and capital-allocation priorities.
Joint ventures and minority investments can involve governance constraints, differing strategic objectives or disputes that limit our ability to direct operations or realize anticipated benefits.
We have a successful history of business acquisitions and combinations and integration of these businesses into our heritage operations. However, in connection with the integration of LNA or any other business that we may acquire, there is a risk that we will not be able to complete integration in a successful mannersuccessfully or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we expected from the acquisition. Integration requires the alignment of cultures, safety and operating practices, internal controls, information technology and cybersecurity, procurement, logistics networks, and sales and pricing processes. We may not realize our expected synergies or financial expectations due to customer or supplier reactions, regulatory or permitting limits, or market changes. See “—Risks related to the LNA Transaction – We may fail to realize benefits anticipated as a result of the LNA Transaction.”
Any significant business acquisition or combination we might choose to undertake may require that we devote significant management attention and resources to preparing for and then integrating our business practices and operations. Based on our history, we believe we will be successful in this integration process. Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected. Potential difficulties we may encounter in the integration process include the following:
Potential difficulties we may encounter in the integration process include the following:
Page 37 of 37 inability to retain key employees or align cultures, compensation, safety practices, and operating disciplines, which can impair performance;
delays or defects in information technology integration, cybersecurity controls, or data privacy compliance that can disrupt operations, increase costs, or expose us to cyber incidents;
site-specific environmental, geologic, or title conditions that may limit operating plans or increase capital and operating costs;
discovery of previously unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the remaining operations; and performance shortfalls at business units as a resultbecause of the diversion of management attention caused by completing the remaining integration of the operations.activities.
we may experiencehave difficulty introuble integrating new employees, business systems and technology;
Page 38 of 37 we may have difficulty entering into new geographic markets in which we are not experienced; or we may be unable to retain the customers and partners of acquired businesses following the acquisition.
Many federal, state and local requirements governing zoning, land use, air emissions (including carbon dioxide and other greenhouse gases), water use, allocation and discharges, waste management, noise and dust control, blasting, mining, land reclamation and other environmental, health and safety matters govern our operations.
Many of our operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Agencies may change standards, apply them more stringently, or increase inspection and enforcement emphasis, which can extend timelines, increase capital and operating expenditures, or restrict development or expansion of our sites.
If we cannot obtain, renew, or maintain required approvals on acceptable terms and schedules, we may be forced to curtail production, delay projects, or cease operations at affected facilities.
Certain of our operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations.
Despite our extensive efforts to always remain in strict compliance with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our businesses. These potential liabilities could result in material costs, including fines or personal injury or damages claims and other remedies, which could have an adverse impact on our operations and profitability.
Many federal, state and local requirements governing zoning, land use, air emissions (including carbon dioxide and other greenhouse gases), water use, allocation and discharges, waste management, noise and dust control, blasting, mining, land reclamation and other environmental, health and safety matters govern our operations. Many of our operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Agencies may change standards, apply them more stringently, or increase inspection and enforcement emphasis, which can extend timelines, increase capital and operating expenditures, or restrict development or expansion of our sites. If we cannot obtain, renew, or maintain required approvals on acceptable terms and schedules, we may be forced to curtail production, delay projects, or cease operations at affected facilities. Certain of our operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Despite our extensive efforts to remain in strict compliance at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our businesses. These potential liabilities could result in material costs, including fines or personal injury or damages claims, which could have an adverse impact on our operations and profitability.
Future events, including changes in existing laws or regulations or enforcement policies, or further investigation or evaluation of the potential health hazards of some of our products or business activities, may result in additional or unanticipated compliance and other costs. We could be required to invest in preventive or remedial action, like pollution control facilities, which investments could be substantial or could result in restrictions on our operations or delays in obtaining required permits or other approvals. Because future regulatory actions and enforcement priorities are uncertain, we may be unable to predict or fully mitigate their impact on our results.
We could be required to invest in preventive or remedial action, like pollution control facilities, which investments could be substantial or could result in restrictions on our operations or delays in obtaining required permits or other approvals.
Because future regulatory actions and enforcement priorities are uncertain, we may be unable to predict or fully mitigate their impact on our results.
Our operations involve inherent environmental, manufacturing, operating and handling risks. These risks include the related storage and transportation of raw materials, explosives, products, hazardous substances and wastes, storage tank leaks, explosions, discharges or releases of hazardous substances, exposure to dust, and the operation of mobile Page 39 of 37 equipment and manufacturing machinery. We are also subject to Mine Safety and Health Administration (MSHA) and Occupational Safety and Health Administration (OSHA) requirements for worker health and safety.
We are involved from time to time in litigation and claims arising from our operations.
We are involved from time to time in litigation and claims arising from our operations. While we do not believe the outcome of pending or threatened litigation will have a material adverse effect on our operations or our financial condition, an unexpected and material adverse outcome in a pending or future legal action could potentially have a material negative effect on our Company. Even when we believe we have meritorious defenses or when we are seeking legal remedies, legal proceedings can be costly and time-consuming, divert management attention, and create reputational risk, and there can be no assurance as to the ultimate outcome of any litigation.
Even when we believe we have meritorious defenses or when we are seeking legal remedies, legal proceedings can be costly and time-consuming, divert management attention, and create reputational risk, and there can be no assurance as to the ultimate outcome of any litigation.
Governmental authorities continue to propose and implement climate-related requirements, including greenhouse gas (GHG) emissions limits, the use of alternative fuels, carbon credits (such as a cap-and-trade system), carbon taxes, and mandatory GHG monitoring, reporting, and assurance. The manufacturing operations of our Specialties business release GHGs such as carbon dioxide, methane and nitrous oxides during the production of lime, magnesium oxide and hydroxide products.
The manufacturing operations of our Specialties business release GHGs such as carbon dioxide, methane and nitrous oxides during the production of lime, magnesium oxide and hydroxide products.
Any additional regulatory restrictions on emissions of GHGs imposed by the United States Environmental Protection Agency (USEPA) would likely impact our Specialties operations in Woodville, Ohio, Manistee, Michigan, and Gabbs, Nevada which are subject to comprehensive regulations with respect to GHG emissions.
Any changes to those regulations that restrict or limit GHG emissions could require implementation of technologies that increase operating costs for the Company.
Although several large-scale projects for carbon reduction or capture are in development, no technologies or methods for reducing or capturing GHGs have been proven commercially viable at scale.
Any additional regulatory restrictions on emissions of GHGs imposed by the United States Environmental Protection Agency (USEPA) would likely impact our magnesia-based chemicals operations in Woodville, Ohio, Manistee, Michigan, and Gabbs, Nevada which are subject to comprehensive regulations with respect to GHG emissions. Any changes to those regulations that restrict or limit GHG emissions could require implementation of technologies that increase operating costs for the Company. Although several large-scale projects for carbon reduction or capture are in development, no technologies or methods for reducing or capturing GHGs have been proven commercially viable at scale in the lime industry, other than improvements in fuel efficiency. We may not be able to recover any increased operating costs, taxes or capital investments (other than with respect to any carbon reduction or capture technologies) relating to GHG emission limitations at those plants from our customers in order to remain competitive in pricing in the relevant markets. Our businesses also are dependent on reliable sources of energy and fuels. We could incur increased costs or disruptions in our operations if climate change legislation and regulation (including regulatory changes with respect to alternative fuel use) or severe weather affect the price or availability of purchased energy or fuels or other materials used in our operations.
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Compliance with current or future climate-related rules could require capital investments, changes in operating practices, procurement of emissions allowances or credits, or participation in carbon markets. While we do not currently believe such requirements will have a material adverse effect on the financial condition or results of the operations of either the Specialties business or Building Materials business, in light ofconsidering the various regulatory uncertainties, the Company cannot presently predict the costs of any future compliance requirements. We continue to monitor GHG regulations and legislation and itstheir potential impact on our business, financial condition and product demand.
Management's Discussion & Analysis (MD&A)
New heading “Three Months Ended June 30, 2026”
New heading “Selling, General and Administrative Expenses (SG&A)”
New heading “Net Earnings and Earnings per Diluted Share from Continuing Operations Attributable to Martin Marietta”
New heading “Six Months Ended June 30, 2026”
New heading “Specialties Business”
New heading “Cash Provided by Operating Activities”
New heading “Cash Used for Investing Activities”
New heading “Cash Provided by/Used for Financing Activities”
New heading “Line of Credit and Trade Receivable Facility”
New heading “Statement Regarding Safe Harbor for Forward-Looking Statements”
New heading “Additional Notes”
Removed heading “Building Materials Business”
Largest changes
The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2030.see in full comparisonThereAtwereJuneno30, 2026, $95 million was outstandingborrowings onunder the RevolvingFacility as of March 31, 2026.Facility. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50 times as of the end of any fiscal 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 4.25 times.Additionally,OnifJulythere10,are no amounts outstanding under2026, the Company amended its Revolving Facilityandfinancial covenant provisions to allow for a maximum ratio of (a) 4.75x for theTradefirstReceivablethreeFacility,quarters after closing the pending Lhoist North America, Inc. (LNA) transaction (see Note B to the unaudited consolidateddebt,financialincludingstatements);debt(b) 4.25x forwhichthe next succeeding three quarters; and (c) 3.75x thereafter, provided that the Companyismayaexcludeguarantor, shall be reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance withfrom the RatioatdebtMarchincurred31,in2026.connectionInwith certain acquisitions for a period of four quarters so long as theeventRatioofcalculatedawithoutdefaultsuchonexclusionthedoesRatio,nottheexceedlenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.4.25x.
“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, is reduced in an amount equal to the lesser of $500 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 at June 30, 2026. …”see in full comparison
“Net Earnings and Earnings per Diluted Share from Continuing Operations Attributable to Martin Marietta”see in full comparison
“Risks related to the Company's pending LNA transaction (the "LNA Transaction"), including the timing of consummation of the transaction; the ability to satisfy closing conditions, transaction costs or that the closing of the transaction does not occur; the risk that any regulatory approval required to complete the transaction is not obtained, or is obtained subject to conditions that are not anticipated or that the Company is not obligated to accept; the diversion of management time on transaction-related issues; global economic conditions, adverse industry conditions; …”see in full comparison
Full comparison: every changed paragraph (71)
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of MarchJune 31,30, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 480500 quarries, mines and distribution yards in 2829 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, ready mixed concrete, asphalt and paving services,services and ready mixed concrete, in certain vertically-integrated structured markets where the Company has a notable aggregates position.
On February 23, 2026, the Company completed its previously announced asset exchange with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the transaction, Martin Marietta acquired aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British ColumbiaColumbia, andthereby adding to its presence in several attractive growth markets, as well as an asphalt and paving business in Vancouver, British Columbia, along with $450 million in cash. In exchange, QUIKRETE acquired the Company’s Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land. The financial results for the Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are reported as discontinued operations through the divestiture date and for the comparable prior-year quarter and year-to-date period (see Note 2B to the unaudited consolidated financial statements).
In connection with closing the asset exchange during the quarter ended March 31, 2026, the Company updated its reportable segments. As of March 31, 2026, the Building Materials business includes two reportable segments: East Group (comprised of the East and Southwest divisions) and West Group (comprised of the Central and West divisions). ThePrior-period Companycomparative information has been recast allthroughout comparativemanagement’s prior-perioddiscussion informationand presentedanalysis in the related notes to theof financial statementscondition and results of operations to reflect the updated reportable segments.
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The Building Materials business is significantly affected by weather patterns, precipitation and other weather-related conditions. Production and shipment levels for aggregates, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Excessive rainfall, drought, wildfire and extreme hot and cold temperatures can alsoadversely jeopardizeaffect production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.
The Company's Specialties business (formerly known as the Magnesia Specialties business),business, which represents a separate reportable segment, has manufacturing facilities in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania. The Specialties business produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in a wide range of environmental, industrial, agricultural, construction, consumer and specialty applications. The Specialties business also produces dolomitic lime, which is sold primarily to external customers for use in steel production and soil stabilization, and is used internally as a raw material input in synthetic magnesia production.
The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2025. There were no changes to the Company’s critical accounting policies during the threesix months ended MarchJune 31,30, 2026.
All financial and operating results included in this section are for continuing operations and comparisons are versusto the prior-year firstsecond quarter,quarter or prior year-to-date period, unless otherwise noted.
Three Months Ended June 30, 2026
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The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the three months ended MarchJune 31,30, 2026 and 2025.
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Building Materials Business
First-quarterSecond-quarter aggregates shipmentsshipment increasedincreases 12.4% to 43.9 million tons,were driven by organic growthgrowth, and partial-quarterfull-quarter contributions from the operations acquired in the QUIKRETE transaction,transaction whichand closedpartial-quarter oncontributions Februaryfrom 23,the 2026.New Frontier Materials (NFM) operations following the May 15, 2026 acquisition. Average selling price per ton (ASP) ofdecreased $23.70from per ton was in line withthe prior-year firstsecond quarter, primarily reflecting geographic and acquisition mix headwinds,headwinds. asOrganic ASP increased despite geographic mix headwinds resulting from continued strong organic shipment growth was notablemomentum in the Central and West Divisions,Divisions whichwhere typically carry loweraverage selling prices comparedare withbelow the EastCompany's and Southwest Divisions.average.
Aggregates gross profit decreased $9 million, or 3%, fromfor the prior-year quarter toended $288June million,30, inclusive2026 ofdecreased, reflecting the $22$52 million charge forassociated with the impactsale of selling acquired inventory after its markup to fair market value as part of acquisition accountingaccounting, andas well as higher depreciation, depletion and amortization expense.
Other Building Materials revenues increased 12% to $303 million. Gross profit decreased 14% to $34 million due to higher ready mix concrete raw material costs combined with lower organic paving revenues and reduced job margins.
Other Building Materials revenues decreased 5% to $116 million. Consistent with historical first-quarter trends, the business posted a gross loss of $16 million due to seasonal winter operational shutdowns in Colorado and Minnesota.
Specialties achieved first-quartersecond-quarter revenues of $143$152 million and gross profit increased 17%39% to $45$50 million. These results reflectedreflect contributions from the July 2025 Premier Magnesia, LLC acquisition and organic pricing gains,gains partiallyacross offsetall by lower organic shipments and higher energy costs, which weighed on input cost trends during the quarter.products.
Selling, General and Administrative Expenses (SG&A)
Consolidated SG&A for the second quarter of 2026 was 5.9% of revenues compared with 6.5% in the prior-year quarter as revenue growth outpaced the increase in these expenses.
Net Earnings and Earnings per Diluted Share from Continuing Operations Attributable to Martin Marietta
Net earnings from continuing operations attributable to Martin Marietta were $256 million, or $4.26 per diluted share, in 2026 compared with $292 million, or $4.84 per diluted share, in 2025. Results for 2026 include after-tax charges of $45 million, or $0.74 per diluted share, related to acquisition, divestiture and integration expenses, the impact of selling acquired inventory after markup to fair value as part of acquisition accounting for transactions meeting the Company's threshold for adding back for purposes of Adjusted EBITDA from continuing operations; and an asset and portfolio rationalization charge.
Six Months Ended June 30, 2026
The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the six months ended June 30, 2026 and 2025.
The following table displays depreciation, depletion and amortization by product line included in the Costs of revenues line item in the consolidated statements of earnings and comprehensive earnings.
Aggregates shipments increased, driven by organic growth and contributions from acquired operations. Average selling price (ASP) per ton decreased slightly from the prior-year period, reflecting geographic and acquisition mix headwinds.
Aggregates gross profit for the six months ended June 30, 2026 was impacted by the $73 million charge related to the sale of acquired inventory after its markup to fair market value as part of acquisition accounting as well as higher depreciation, depletion and amortization expense, and declined from the prior-year period.
Other Building Materials revenues increased 7% to $420 million, while the business posted gross profit of $18 million, a decrease of 11% reflecting reduced paving job margins and higher ready mix concrete raw material costs.
Specialties Business
Specialties achieved revenues of $294 million and gross profit increased 28% to $95 million. These results reflect contributions from the July 2025 Premier Magnesia, LLC acquisition and organic pricing gains, partially offset by lower organic shipments and higher energy costs.
Consolidated SG&A for the firstsix quartermonths ofended 2026June 30 was 9.8%7.5% of revenues in 2026 compared with 10.8%8.3% in the prior-year quarterperiod as revenue growth outpaced the increase in these expenses.
For the threesix months ended MarchJune 31,30, 2026 and 2025, the effective income tax rates for continuing operations were 32.3%23.3% and 21.2%,20.3%, respectively. The higher 2026 effective income tax rate versuscompared with 2025 was primarily attributable to the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the QUIKRETE transaction.
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Net earnings from continuing operations attributable to Martin Marietta were $79$336 million,million or $1.31$5.56 per diluted share, in 2026 compared with $104$396 million, or $1.70$6.52 per diluted share, in 2025. Results for 2026 includedinclude after-tax charges of $37$82 million, or $0.62$1.36 per diluted share, related to acquisition, integrationdivestiture and divestitureintegration expenses,expenses and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting,accounting for transactions meeting the Company's threshold for adding back for purposes of Adjusted EBITDA from continuing operations; an asset and portfolio rationalization charge; and the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the QUIKRETE transaction.
Adjusted EBITDA from continuing operations is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations or operating cash flow. Since Adjusted EBITDA from continuing operations excludes some, but not all, items that affect net earnings and may vary among companies, Adjustedthis EBITDA from continuing operations as presented by the Companymeasure may not be comparable with similarly titled measures of other companies.
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Cash Provided by Operating Activities
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Cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 and 2025 was $227$339 million and $218$605 million, respectively. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization and the impact of changes in working capital requirements. In the quartersix months ended MarchJune 31,30, 2026, operating cash flow reflects deductingthe deduction of the noncash gain on the QUIKRETE transaction from net earnings.earnings and the higher income tax payments related to the gain on the QUIKRETE transaction.
Cash Used for Investing Activities
During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company paid $186$314 million and $233$412 million, respectively, for additions to property, plant and equipment.
Cash Provided by/Used for Financing Activities
The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. During the first threesix months of 2026, the Company repurchased 325,455 shares of common stock at an average price of $614.52 andfor an aggregate cost of $200 million. At MarchJune 31,30, 2026, 10.7 million shares of common stock remain available under the Company’s repurchase authorization.
Debt
Line of Credit and Trade Receivable Facility
The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 16, 2026. On May 14, 2026, the Company requested, and lenders consented to, an increase in the Trade Receivable Facility borrowing base from $400 million to $600 million. The Company financed the NFM acquisition (see Note B to the unaudited consolidated financial statements) through cash on hand and short-term borrowings under the Trade Receivable Facility. The Trade Receivable Facility contains a cross-default provision towith the Company’s other debt agreements. ThereAt wereJune no30, amounts2026, $560 million was outstanding on the Trade Receivable Facility as of March 31, 2026.Facility.
The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2030. ThereAt wereJune no30, 2026, $95 million was outstanding borrowings onunder the Revolving Facility as of March 31, 2026.Facility. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50 times as of the end of any fiscal 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 4.25 times. Additionally,On ifJuly there10, are no amounts outstanding under2026, the Company amended its Revolving Facility andfinancial covenant provisions to allow for a maximum ratio of (a) 4.75x for the Tradefirst Receivablethree Facility,quarters after closing the pending Lhoist North America, Inc. (LNA) transaction (see Note B to the unaudited consolidated debt,financial includingstatements); debt(b) 4.25x for whichthe next succeeding three quarters; and (c) 3.75x thereafter, provided that the Company ismay aexclude guarantor, shall be reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance withfrom the Ratio atdebt Marchincurred 31,in 2026.connection Inwith certain acquisitions for a period of four quarters so long as the eventRatio ofcalculated awithout defaultsuch onexclusion thedoes Ratio,not theexceed lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.4.25x.
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, is reduced in an amount equal to the lesser of $500 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 at June 30, 2026. In the event of a default under the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.
Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to beremain sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At MarchJune 31,30, 2026, the Company had $1.2$742 billionmillion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities.
Term Debt
In anticipation of the pending transaction with LNA, on July 15, 2026, the Company secured a three-year senior unsecured term loan commitment in an aggregate principal amount of $1.5 billion, further enhancing its financial flexibility and supporting funding certainty for the transaction. No borrowings are anticipated until closing the transaction.
Debt Ratings
The Company's debt ratings and outlooks as of June 30, 2026 are as follows:
The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2025.2025 and the Form 10-Q for the quarter ended March 31, 2026. Management continues to evaluate its exposure to all operating risks on an ongoing basis.
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Statement Regarding Safe Harbor for Forward-Looking Statements
This earningsquarterly releasereport on Form 10-Q contains forward-looking statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and are based on assumptions that the Company believes are reasonable, but which may differ materially from actual results. These statements reflect the Company’s expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or current facts and may use words such as “anticipate,” “may,” “expect,” “should,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any, or all of, management’s forward-looking statements herein and in other publications may prove to be incorrect.
The impact of the Administration on the availability and timing of federal and state infrastructure investment;
Declines in energy-related construction due to sustained low global oil prices or changes in oil production or capital spending, particularly in Texas;
Labor relations risks, such as unionization efforts, work stoppages or strikes (particularly in jurisdictions with evolving labor laws);
MLM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Petro Michael J |
Grant/award | 9,331 | — | — |
| 2026-08-31 | Wajsgras David C |
Grant/award | 78 | $518.70 | $40.5K |
| 2026-08-31 | Pike Thomas |
Grant/award | 66 | $518.70 | $34.2K |
| 2026-08-31 | Lyons Martin J |
Grant/award | 68 | $518.70 | $35.3K |
| 2026-08-21 | Niemann Philipp |
Grant/award | 337 | — | — |
| 2026-08-03 | Petro Michael J |
Shares withheld for tax | 368 | $542.27 | $199.6K |
| 2026-05-29 | Wajsgras David C |
Grant/award | 69 | $581.64 | $40.1K |
| 2026-05-29 | Pike Thomas |
Grant/award | 59 | $581.64 | $34.3K |
| 2026-05-29 | Lyons Martin J |
Grant/award | 61 | $581.64 | $35.5K |
| 2026-05-14 | Wajsgras David C |
Grant/award | 313 | — | — |
| 2026-05-14 | Slager Donald W |
Grant/award | 313 | — | — |
| 2026-05-14 | Pike Thomas |
Grant/award | 313 | — | — |
| 2026-05-14 | Perez Laree E |
Grant/award | 313 | — | — |
| 2026-05-14 | Mack Mary T |
Grant/award | 313 | — | — |
| 2026-05-14 | Lyons Martin J |
Grant/award | 313 | — | — |
| 2026-05-14 | Foxx Anthony R |
Grant/award | 313 | — | — |
| 2026-05-14 | Delly Gayla J |
Grant/award | 313 | — | — |
| 2026-05-14 | Ables Dorothy M |
Grant/award | 313 | — | — |
| 2026-05-01 | Samborski Christopher William |
Grant/award | 8,101 | — | — |
Well-known investors holding MLM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Baillie Gifford | 2026-06-30 | 991,786 | $572.0M | 0.52% | Reduced 9% |
| Gardner Russo & Quinn (Tom Russo) | 2026-06-30 | 705,367 | $406.8M | 4.56% | Reduced 1% |