Martin Marietta Materials(MLM) - 2025 Q2 - Quarterly Report

FORM 10-Q General Information Registrant Information This section identifies Martin Marietta Materials, Inc as the registrant, a North Carolina corporation filing a quarterly report for the period ended June 30, 2025 - Registrant: MARTIN MARIETTA MATERIALS, INC[2] - Filing Type: Quarterly Report (Form 10-Q) for the period ended June 30, 2025[2] - Jurisdiction of Incorporation: North Carolina[2] Securities and Filing Status The company's Common Stock (MLM) is registered on The New York Stock Exchange, and Martin Marietta is classified as a large accelerated filer Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock (Par Value $0.01) | MLM | The New York Stock Exchange | - Filing Compliance: Filed all required reports in the preceding 12 months and subject to filing requirements for the past 90 days (Yes)[3] - Interactive Data File Submission: Submitted electronically every Interactive Data File (Yes)[3] - Filer Status: Large accelerated filer[4] - Shell Company Status: Not a shell company[4] Shares Outstanding As of August 4, 2025, the company had 60,306,003 shares of Common Stock, $0.01 par value, outstanding Shares Outstanding | Class | Outstanding as of August 4, 2025 | | :----------------------- | :------------------------------- | | Common Stock, $0.01 par value | 60,306,003 | Table of Contents Part I. Financial Information This section outlines the financial statements, related disclosures, and management's discussion and analysis of financial condition and operations Part II. Other Information This section covers other required disclosures such as legal proceedings, risk factors, and exhibits PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Martin Marietta Materials, Inc and its subsidiaries Consolidated Balance Sheets Total assets and total equity slightly decreased from December 31, 2024, to June 30, 2025 Consolidated Balance Sheet Highlights (Dollars in Millions): | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total Assets | $18,070 | $18,170 | | Total Liabilities | $8,704 | $8,714 | | Total Equity | $9,366 | $9,456 | | Cash and cash equivalents | $225 | $670 | | Accounts receivable, net | $904 | $678 | | Inventories, net | $1,155 | $1,115 | | Net property, plant and equipment | $10,127 | $10,109 | | Goodwill | $3,777 | $3,767 | | Total Current Assets | $2,393 | $2,542 | | Total Current Liabilities | $1,019 | $1,016 | | Long-term debt | $5,291 | $5,288 | Consolidated Statements of Earnings and Comprehensive Earnings Quarterly net earnings increased year-over-year, while six-month net earnings decreased significantly due to a large prior-year divestiture gain Consolidated Statements of Earnings Highlights (Dollars in Millions, Except Per Share Data): | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $1,811 | $1,764 | $3,164 | $3,015 | | Gross Profit | $544 | $517 | $879 | $790 | | Earnings from Operations | $458 | $398 | $652 | $1,819 | | Net Earnings Attributable to Martin Marietta | $328 | $294 | $444 | $1,339 | | Diluted EPS | $5.43 | $4.76 | $7.31 | $21.66 | - The significant decrease in Net Earnings Attributable to Martin Marietta for the six months ended June 30, 2025, compared to 2024, is largely due to a $1.3 billion gain on divestitures and sales of assets in 2024[10][12] Consolidated Statements of Cash Flows Net cash from operating activities increased significantly for the six months ended June 30, 2025, compared to the prior year Consolidated Statements of Cash Flows Highlights (Dollars in Millions): | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Consolidated net earnings | $444 | $1,340 | | Net Cash Provided by Operating Activities | $605 | $173 | | Net Cash Used for Investing Activities | $(452) | $(766) | | Net Cash Used for Financing Activities | $(587) | $(580) | | Net Decrease in Cash and Cash Equivalents | $(434) | $(1,173) | | Cash, Cash Equivalents and Restricted Cash, end of period | $236 | $109 | - Operating cash flow in 2024 was significantly impacted by a $1,336 million gain on divestitures and sales of assets, which was a non-cash adjustment to reconcile net earnings[12] - Investing activities in 2024 included $2,538 million for acquisitions, net of cash acquired, and $2,121 million from proceeds from divestitures and sales of assets[12] Consolidated Statements of Total Equity Total equity decreased slightly due to share repurchases and dividends paid, which offset net earnings for the period Consolidated Statements of Total Equity Highlights (Dollars in Millions): | Item | Balance at December 31, 2024 | Balance at June 30, 2025 | | :------------------------------------ | :--------------------------- | :----------------------- | | Total Equity | $9,456 | $9,366 | | Consolidated net earnings (6 months) | N/A | $444 | | Dividends declared (6 months) | N/A | $(96) | | Repurchases of common stock (6 months) | N/A | $(454) | | Additional paid-in capital | $3,550 | $3,562 | | Retained earnings | $5,915 | $5,809 | - The company repurchased 910,831 shares of common stock for $450 million during the first six months of 2025[14][129] Notes to Consolidated Financial Statements These notes provide detailed explanations of accounting policies, business segments, significant transactions, and specific financial line items 1. Significant Accounting Policies This section details the company's organizational structure, business activities, and key accounting treatments - Martin Marietta is a natural resource-based building materials company, supplying aggregates, cement, ready mixed concrete, asphalt, and paving services through its Building Materials business (East Group and West Group segments) and Magnesia Specialties business[15][16][19][88][89][92] - Restricted cash of $11 million at June 30, 2025, was invested for like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code[23][24] Consolidated Comprehensive Earnings Attributable to Martin Marietta (Dollars in Millions): | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earnings attributable to Martin Marietta | $328 | $294 | $444 | $1,339 | | Other comprehensive earnings, net of tax | $3 | $1 | $4 | $1 | | Consolidated comprehensive earnings attributable to Martin Marietta | $331 | $295 | $448 | $1,340 | - New accounting pronouncements (ASU 2023-09 and ASU 2024-03) will impact income tax and expense disclosures in future annual reports but will not affect results of operations, cash flows, or financial condition[31][32] 2. Business Combinations and Divestitures The company completed several acquisitions in 2024 and a significant divestiture, with subsequent M&A activity in July and August 2025 - Acquisition of BWI Southeast (April 5, 2024): Acquired 20 active aggregates operations for $2.05 billion in cash, expanding into Tennessee and South Florida, with results reported in East Group[35] BWI Southeast Acquisition - Assets Acquired and Liabilities Assumed (April 5, 2024, Dollars in Millions): | Item | Amount | | :-------------------------------- | :----- | | Inventories | $47 | | Property, plant and equipment (incl. mineral reserves $1.9B) | $2,052 | | Intangible assets, other than goodwill | $19 | | Other assets | $2 | | Total assets | $2,120 | | Deferred income taxes | $234 | | Asset retirement obligations | $3 | | Other liabilities | $95 | | Total liabilities | $332 | | Net identifiable assets acquired | $1,788 | | Goodwill | $262 | | Total consideration | $2,050 | - Divestiture of South Texas cement business (February 9, 2024): Sold for $2.1 billion in cash, resulting in a $1.3 billion pretax gain, with proceeds used for the BWI Southeast acquisition[43] - Subsequent Event (July 25, 2025): Acquired Premier Magnesia, LLC, expanding the Magnesia Specialties business[44] - Subsequent Event (August 3, 2025): Entered agreement with Quikrete Holdings, Inc for an asset exchange (aggregates operations + $450 million cash for Midlothian cement plant and North Texas ready mixed concrete assets), expected to close Q1 2026[45] 3. Goodwill Goodwill increased slightly due to adjustments to purchase price allocations in the West Group Goodwill by Reportable Segment (Dollars in Millions): | Item | East Group | West Group | Total | | :-------------------------------- | :--------- | :--------- | :------ | | Balance at January 1, 2025 | $1,031 | $2,736 | $3,767 | | Adjustments to purchase price allocations | — | $10 | $10 | | Balance at June 30, 2025 | $1,031 | $2,746 | $3,777 | 4. Inventories, Net Net inventories increased from December 31, 2024, to June 30, 2025, driven by an increase in finished products Inventories, Net (Dollars in Millions): | Item | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Finished products | $1,395 | $1,327 | | Products in process | $27 | $24 | | Raw materials | $88 | $65 | | Supplies and expendable parts | $165 | $162 | | Total inventories | $1,675 | $1,578 | | Less: allowances | $(520) | $(463) | | Inventories, net | $1,155 | $1,115 | 5. Debt Total debt remained stable at approximately $5.4 billion, and the company was in compliance with all debt covenants Debt Summary (Dollars in Millions): | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total debt | $5,416 | $5,413 | | Less: current maturities | $(125) | $(125) | | Long-term debt | $5,291 | $5,288 | - The company has an $800 million five-year senior unsecured revolving facility and a $400 million trade receivable securitization facility, with no outstanding borrowings on either facility as of June 30, 2025[50][52] - The company was in compliance with its consolidated net debt-to-consolidated EBITDA ratio covenant of not exceeding 3.50x (or 4.00x with certain acquisition-related debt exclusions) at June 30, 2025[51] 6. Financial Instruments The fair value of the company's long-term debt was $4.9 billion compared to its carrying value of $5.4 billion at June 30, 2025 - Temporary cash investments and restricted cash are carried at cost, approximating fair value due to their short maturity/nature[54][55] - Accounts receivable are concentrated in Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina, and Iowa[56] Debt Carrying Value vs. Fair Value (Dollars in Millions): | Item | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Carrying value of debt | $5,400 | $5,400 | | Fair value of debt | $4,900 | $4,800 | 7. Income Taxes The effective income tax rate for the first six months of 2025 was 20.5%, down from 25.0% in 2024 due to a prior-year divestiture impact Effective Income Tax Rates: | Period | Effective Income Tax Rate | | :----------------------------- | :------------------------ | | Six Months Ended June 30, 2025 | 20.5% | | Six Months Ended June 30, 2024 | 25.0% | - The higher 2024 tax rate was driven by the divestiture of the South Texas cement business, which involved the write-off of nondeductible goodwill[59] - The company's annualized effective tax rate for the six months ended June 30, 2025, includes $46 million from proportional amortization of renewable energy investment entities, offset by $42 million in tax credits and $8 million in other tax benefits[60] - Deferred $150 million in income tax payments as of June 30, 2025, under disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, due September 25, 2025[62][126] 8. Pension Benefits Net periodic benefit cost for pension benefits decreased for both the three and six months ended June 30, 2025, compared to 2024 Net Periodic Benefit Cost for Pension Benefits (Dollars in Millions): | Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Service cost | $9 | $10 | $18 | $19 | | Interest cost | $14 | $15 | $29 | $28 | | Expected return on assets | $(20) | $(21) | $(41) | $(39) | | Amortization of prior service cost | $1 | $2 | $3 | $3 | | Amortization of actuarial loss | — | — | $1 | — | | Net periodic benefit cost | $4 | $6 | $10 | $11 | 9. Commitments and Contingencies The company believes the probability of a material loss from various legal and administrative proceedings is remote - The company believes the outcome of any currently pending legal or administrative proceeding will not result in a material loss to its financial condition, results of operations, or cash flows[66] - Contingently liable for $32 million in standby letters of credit at June 30, 2025, guaranteeing payment for insurance claims, contract performance, and permit requirements[67] 10. Segments The company operates through East Group, West Group, and Magnesia Specialties segments, with performance evaluated on earnings from operations - Reportable segments: East Group, West Group (Building Materials business), and Magnesia Specialties[68] - Segment performance is evaluated based on segment earnings from operations, which excludes interest, income taxes, and certain non-operating items[69] - West Group's earnings from operations for the six months ended June 30, 2024, included a $1.3 billion gain and $16 million in transaction expenses from the South Texas cement business divestiture, and a $50 million noncash asset and portfolio rationalization charge[73] Segment Earnings (Loss) from Operations (Dollars in Millions): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | East Group | $266 | $249 | $418 | $378 | | West Group | $165 | $171 | $214 | $1,470 | | Magnesia Specialties | $31 | $25 | $64 | $48 | | Total Reportable Segments | $462 | $445 | $696 | $1,896 | | Corporate | $(4) | $(47) | $(44) | $(77) | | Total | $458 | $398 | $652 | $1,819 | Assets Employed by Segment (Dollars in Millions): | Segment | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | East Group | $8,711 | $8,452 | | West Group | $7,965 | $7,941 | | Magnesia Specialties | $291 | $269 | | Total reportable segments | $16,967 | $16,662 | | Corporate | $1,103 | $1,508 | | Total | $18,070 | $18,170 | 11. Revenues and Gross Profit Total revenues and gross profit increased for both the three and six-month periods, led by the Aggregates and Magnesia Specialties businesses Revenues by Line of Business (Dollars in Millions): | Line of Business | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Aggregates | $1,320 | $1,242 | $2,322 | $2,127 | | Cement and ready mixed concrete | $245 | $261 | $477 | $526 | | Asphalt and paving services | $228 | $245 | $308 | $303 | | Total Building Materials business | $1,721 | $1,683 | $2,986 | $2,854 | | Magnesia Specialties | $90 | $81 | $178 | $161 | | Total | $1,811 | $1,764 | $3,164 | $3,015 | Gross Profit (Loss) by Line of Business (Dollars in Millions): | Line of Business | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Aggregates | $430 | $392 | $726 | $632 | | Cement and ready mixed concrete | $54 | $72 | $78 | $103 | | Asphalt and paving services | $33 | $37 | $11 | $15 | | Total Building Materials business | $517 | $501 | $815 | $750 | | Magnesia Specialties | $36 | $27 | $74 | $56 | | Corporate | $(9) | $(11) | $(10) | $(16) | | Total | $544 | $517 | $879 | $790 | - Future revenues from unsatisfied performance obligations were $252 million at June 30, 2025, down from $377 million in 2024[82] 12. Supplemental Cash Flow Information Cash paid for interest increased while cash paid for income taxes decreased significantly for the six months ended June 30, 2025 Supplemental Cash Flow Information (Dollars in Millions): | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Accrued liabilities for purchases of property, plant and equipment | $61 | $49 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $42 | $43 | | Right-of-use assets obtained in exchange for new finance lease liabilities | $16 | $9 | | Cash paid for interest, net of capitalized amount | $115 | $76 | | Cash paid for income taxes, net of refunds | $32 | $374 | 13. Other Operating (Expense) Income, Net Other operating income in 2024 included a $1.3 billion pretax gain from a divestiture and a $50 million rationalization charge - For the six months ended June 30, 2024, other operating income, net, included a $1.3 billion pretax gain on the divestiture of the South Texas cement business and a $50 million pretax, noncash asset and portfolio rationalization charge[85] - The rationalization charge in 2024 was due to discontinuing certain long-haul distribution facilities for aggregates into Colorado, following the Albert Frei & Sons, Inc acquisition[86] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial performance, liquidity, capital resources, market trends, and associated risks OVERVIEW Martin Marietta is a leading building materials company with operations divided into Building Materials and Magnesia Specialties businesses - The company supplies aggregates, cement, ready mixed concrete, asphalt, and paving services, primarily for infrastructure, nonresidential, and residential construction[88] - Building Materials business segments: East Group (aggregates and asphalt) and West Group (aggregates, cement, ready mixed concrete, asphalt, and paving services)[89][91] - Magnesia Specialties business produces magnesia-based products and dolomitic lime for industrial, agricultural, environmental, and steel production applications[92] - Operations are significantly affected by weather patterns, seasonal changes, and other climate-related conditions, impacting production, shipments, and profitability[91] CRITICAL ACCOUNTING POLICIES There were no changes to the company's critical accounting policies during the six months ended June 30, 2025 - No changes to critical accounting policies during the six months ended June 30, 2025[93] RESULTS OF OPERATIONS Consolidated Adjusted EBITDA increased for the three and six-month periods, driven by aggregates pricing and Magnesia Specialties growth Adjusted EBITDA Reconciliation (Dollars in Millions): | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earnings attributable to Martin Marietta | $328 | $294 | $444 | $1,339 | | Adjusted EBITDA | $630 | $584 | $982 | $875 | - Adjusted EBITDA is a non-GAAP measure used to evaluate operating performance, excluding interest, income taxes, DDA, nonconsolidated equity affiliates, acquisition/divestiture/integration expenses, inventory markup, nonrecurring gain on divestiture, and noncash asset rationalization charge[94][95] Quarter Ended June 30, 2025 Second quarter consolidated revenues and gross profit increased, led by strong aggregates pricing and Magnesia Specialties performance Revenues by Segment and Product Line (Three Months Ended June 30, Dollars in Millions): | Segment/Product Line | 2025 Amount | 2024 Amount | | :-------------------------------- | :---------- | :---------- | | East Group Aggregates | $836 | $785 | | East Group Asphalt | $40 | $46 | | West Group Aggregates | $484 | $457 | | West Group Cement and ready mixed concrete | $245 | $261 | | West Group Asphalt and paving services | $188 | $199 | | Total Building Materials business | $1,721 | $1,683 | | Total Magnesia Specialties | $90 | $81 | | Total | $1,811 | $1,764 | Gross Profit by Segment and Product Line (Three Months Ended June 30, Dollars in Millions): | Segment/Product Line | 2025 Amount | 2025 % of Revenues | 2024 Amount | 2024 % of Revenues | | :-------------------------------- | :---------- | :----------------- | :---------- | :----------------- | | Aggregates | $430 | 33% | $392 | 32% | | Cement and ready mixed concrete | $54 | 22% | $72 | 28% | | Asphalt and paving services | $33 | 15% | $37 | 15% | | Total Building Materials business | $517 | 30% | $501 | 30% | | Magnesia Specialties | $36 | 40% | $27 | 34% | | Corporate | $(9) | N/A | $(11) | N/A | | Total | $544 | 30% | $517 | 29% | - Aggregates shipments decreased 0.6% to 52.7 million tons, but average selling price increased 7.4% to $23.21 per ton, leading to a 9% increase in gross profit[99][100] - Magnesia Specialties revenues increased 12% and gross profit increased 32% due to higher prices, improved lime shipments, and efficiency gains[106] - Diluted EPS for Q2 2025 was $5.43, up from $4.76 in Q2 2024, which included after-tax charges for inventory markup ($15M) and acquisition/integration expenses ($16M)[108] Six Months Ended June 30, 2025 Six-month revenues and gross profit rose, though net earnings fell significantly due to a large prior-year divestiture gain Revenues by Segment and Product Line (Six Months Ended June 30, Dollars in Millions): | Segment/Product Line | 2025 Amount | 2024 Amount | | :-------------------------------- | :---------- | :---------- | | East Group Aggregates | $1,434 | $1,312 | | East Group Asphalt | $40 | $45 | | West Group Aggregates | $888 | $815 | | West Group Cement and ready mixed concrete | $477 | $526 | | West Group Asphalt and paving services | $268 | $258 | | Total Building Materials business | $2,986 | $2,854 | | Total Magnesia Specialties | $178 | $161 | | Total | $3,164 | $3,015 | Gross Profit by Segment and Product Line (Six Months Ended June 30, Dollars in Millions): | Segment/Product Line | 2025 Amount | 2025 % of Revenues | 2024 Amount | 2024 % of Revenues | | :-------------------------------- | :---------- | :----------------- | :---------- | :----------------- | | Aggregates | $726 | 31% | $632 | 30% | | Cement and ready mixed concrete | $78 | 16% | $103 | 20% | | Asphalt and paving services | $11 | 4% | $15 | 5% | | Total Building Materials business | $815 | 27% | $750 | 26% | | Magnesia Specialties | $74 | 42% | $56 | 35% | | Corporate | $(10) | N/A | $(16) | N/A | | Total | $879 | 28% | $790 | 26% | - Year-to-date aggregates shipments increased 2.3% to 91.7 million tons, with average selling price up 7.2% to $23.45 per ton, driving a 15% improvement in gross profit[112] - Magnesia Specialties year-to-date revenues increased 10% to $178 million and gross profit increased 32% to $74 million, driven by improved lime shipments, strong pricing, and cost discipline[119] - Net earnings attributable to Martin Marietta for the six months ended June 30, 2025, were $444 million ($7.31 diluted EPS), significantly lower than $1.3 billion ($21.66 diluted EPS) in 2024, primarily due to the $976 million after-tax gain on divestiture in 2024[123] LIQUIDITY AND CAPITAL RESOURCES Net cash from operating activities increased substantially, and the company maintains strong liquidity with $1.2 billion in unused borrowing capacity - Net cash provided by operating activities for the six months ended June 30, 2025, was $605 million, compared to $173 million in 2024[124] - The company repurchased 910,831 shares of common stock for $450 million during the first six months of 2025, with 11.0 million shares remaining under authorization[129] - As of June 30, 2025, the company had $1.2 billion of unused borrowing capacity under its $800 million Revolving Facility and $400 million Trade Receivable Facility, with no outstanding borrowings[132] - Management expects cash on hand, internal cash flows, and financing resources to be sufficient for anticipated operating needs, debt service, capital expenditures, dividends, and share repurchases[132] TRENDS AND RISKS The business is vulnerable to economic downturns, rising interest rates, and escalating costs in the construction and steelmaking industries - Operations are highly dependent on interest rate-sensitive construction and steelmaking industries, susceptible to lower economic activity from rising interest rates or escalating costs[146] - Demand for aggregates is affected by federal, state, and local budget issues, and delays in nonresidential and residential projects can occur due to financing difficulties or eroded consumer confidence[147] - Key risk factors include shipment declines from economic/weather events, widespread aggregates pricing declines, volatility in cement/ready mixed concrete, changes in public construction funding, high mortgage rates, unfavorable weather, and volatility of fuel/energy costs[137][140] - Other risks include construction labor shortages, supply chain challenges, labor relations risks, equipment failures, governmental regulation, transportation availability/costs, weakening steel industry markets, geopolitical conflicts, cybersecurity, and inflation[140][143] OTHER MATTERS This section advises investors to review SEC filings and includes a cautionary statement regarding forward-looking statements - Investors are advised to read the company's annual report and Forms 10-K, 10-Q, and 8-K reports filed with the SEC, accessible via www.martinmarietta.com and www.sec.gov[135](index=135&type=chunk)[144] - All forward-looking statements in the Form 10-Q involve risks and uncertainties and are based on assumptions that may differ materially from actual results[136] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are tied to interest rates, pension assumptions, tax laws, and energy cost volatility - The company's operations are highly dependent on interest rate-sensitive construction and steelmaking industries[146] - Demand in nonresidential and residential construction (60% of aggregates shipments for six months ended June 30, 2025) is affected by interest rates[148] - Risks include variable-rate borrowing facilities, pension expense assumptions (discount rate, expected return on assets), changes in enacted tax laws, and energy costs[149][150][151][152] - A hypothetical 10% change in energy prices in 2025 compared to 2024 would change 2025 energy expense by $32 million[152] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes in internal control - Disclosure controls and procedures were effective as of June 30, 2025[153] - No material changes in internal control over financial reporting during the most recently completed fiscal quarter[153] PART II. OTHER INFORMATION Item 1. Legal Proceedings Information on legal proceedings is cross-referenced to Note 9, where no material loss is expected from pending cases - Refer to Note 9 Commitments and Contingencies for details on legal and administrative proceedings[155] Item 1A. Risk Factors Risk factors are referenced to the company's Annual Report on Form 10-K, with no new material risks identified - Refer to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Annual Report on Form 10-K for the year ended December 31, 2024[156] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not repurchase any shares during the quarter, with 11.0 million shares remaining under its repurchase authorization Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025): | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs | | :-------------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | — | $— | — | 11,024,507 | | May 1, 2025 - May 31, 2025 | — | $— | — | 11,024,507 | | June 1, 2025 - June 30, 2025 | — | $— | — | 11,024,507 | | Total | — | N/A | — | N/A | - The company's Board of Directors authorized a maximum of 20 million shares for repurchase under a program with no expiration date[157] Item 4. Mine Safety Disclosures Mine safety disclosures are included in Exhibit 95 of this Quarterly Report on Form 10-Q - Mine safety disclosures are included in Exhibit 95 to this Quarterly Report on Form 10-Q[158] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[159] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, statements, and Inline XBRL documents - Includes certifications (31.01, 31.02) from CEO and CFO, written statements (32.01, 32.02) required by 18 U.S.C. 1350, Mine Safety Disclosures (95), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)[162] SIGNATURES The report is signed by the Senior Vice President and Chief Financial Officer on behalf of the company on August 7, 2025 - Report signed by Michael J. Petro, Senior Vice President and Chief Financial Officer, on August 7, 2025[164]