EAGLE MATERIALS INC

Previous wording

We are a leading manufacturer of heavy construction materials and light building materials in the United States. Our primary products, portland cement and gypsum wallboard, are commodities that are essential in commercial and residential construction; public construction projects; and projects to build, expand, and repair roads and highways. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. We distribute our products throughout most of the United States, except the Northeast, which provides us with regional economic diversification. However, general economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.

Current wording

We are a leading U.S. manufacturer of heavy construction products and light building materials. Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial, and industrial structures across America. Headquartered in Dallas, Texas, Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. General economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.

Previous wording

Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the three and nine months ended December 31, 2024, and 2023, are presented on a consolidated basis and by these business segments – Cement, Concrete and Aggregates, Gypsum Wallboard, and Recycled Paperboard.

Current wording

Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the three months ended June 30, 2025, and 2024, are presented on a consolidated basis and by business segment.

Previous wording

We conduct one of our cement operations through a joint venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas (the Joint Venture). We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes the segments within the Company for making operating decisions and assessing performance.

Current wording

We conduct one of our cement operations through a joint venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas (the Joint Venture). We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes financial information with respect to the segments within the Company for making operating decisions and assessing performance.

Previous wording

All our business activities are conducted in the United States. These activities include the mining of limestone for the manufacture, production, distribution, and sale of portland cement, including portland limestone cement (portland cement and portland limestone cement are basic construction materials that are the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

Current wording

All our business activities are conducted in the United States. These activities include the mining of limestone for the manufacture, production, distribution, and sale of portland cement, including portland limestone cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

Previous wording

On August 9, 2024, we finalized the acquisition of an aggregates operation in Battletown, Kentucky. The purchase price of the Kentucky Acquisition was approximately $24.9 million. The Kentucky Acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment. See Footnote (C) in the Unaudited Consolidated Financial Statements for more information regarding the Kentucky Acquisition.

Current wording

On August 9, 2024, we finalized the acquisition of an aggregates business in Northern Kentucky. The purchase price of the acquisition was approximately $24.9 million. This business is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase.

Previous wording

On January 7, 2025, we purchased Bullskin Stone & Lime, LLC, a pure-play aggregates business located in Western Pennsylvania (the Pennsylvania Acquisition), which will be accounted for under the acquisition method. The purchase price of the Pennsylvania Acquisition was approximately $152.5 million, subject to customary post-closing adjustments. The Pennsylvania Acquisition will be included in our Heavy Materials sector, and its results of operations will be reported in the Concrete and Aggregates business segment beginning in the fourth quarter of fiscal 2025. See Footnote (C) in the Unaudited Consolidated Financial Statements for more information regarding the Pennsylvania Acquisition.

Current wording

On January 7, 2025, we acquired Bullskin Stone & Lime LLC. The purchase price of this acquisition was approximately $150.0 million. This acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase. See Note (C) in the Notes to Unaudited Consolidated Financial Statements for more information regarding this acquisition.

Previous wording

The macroeconomic environment continues to be constructive for our products. We expect demand for cement to remain steady in the near term given federal, state and local support for public infrastructure projects and continued spending on heavy manufacturing and private-nonresidential construction. To date, only approximately 25% of federal funding from the trillion-dollar Infrastructure Investment and Jobs Act(IIJA) has been spent. We anticipate a pick-up in demand as the remaining IIJA funds get spent on public construction and repair projects.

Current wording

The macroeconomic environment continues to be supportive for our products. We expect demand for cement to remain steady given bipartisan federal, state and local support for public infrastructure projects and continued spending across construction end markets. To date, the majority of funds from the trillion-dollar Infrastructure

Previous wording

In residential construction, activity has remained steady. While the higher interest rate environment has been a headwind for housing demand and affordability, several factors, including the chronic housing shortage caused by more than a decade of underproduction and exacerbated by the "rate lock-in", have supported housing construction activity. While the path ahead for US Federal Reserve monetary policy is less certain than a quarter ago, we believe that continued healthy consumer balance sheets should also support residential construction. We believe our geographic footprint across the U.S. heartland and fast-growing Sun Belt region positions us to capitalize on these market dynamics.

Current wording

In residential construction, activity remained steady during the first quarter. While continuing higher interest rates have been a headwind for housing demand and affordability, several factors, including the chronic housing shortage and the aging housing stock of existing homes in the US have supported new housing and repair and remodeling construction activity. We believe continued healthy consumer balance sheets should act as a buffer for residential construction in the near term; however, a full housing recovery is not expected until mortgage rates decline, and/or affordability headwinds recede. The path ahead for the U.S. Federal Reserve monetary policy and its effect on mortgage rates is unclear, and thus the timing of a full recovery in new-home construction remains uncertain. Nonetheless, we believe our geographic footprint across the U.S. heartland and fast-growing Sun Belt region positions us to capitalize on these market dynamics in the near and longer term.

Previous wording

The primary raw material used to produce paperboard is old corrugated cardboard (OCC). Recycled fiber prices are subject to change upon short notice due to several factors, including supply of OCC and demand for OCC from both domestic and international companies. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as recycled fiber, natural gas, and electricity. However, because these price adjustments are not realized until future quarters, material costs in our Gypsum Wallboard segment are likely to fluctuate until the effects of these price adjustments are realized.

Current wording

Paper is a significant cost component in our Gypsum Wallboard business. The primary raw material used to produce paperboard is old corrugated containers (OCC). Recycled fiber prices are subject to change on short notice due to several factors, including supply of OCC and demand for OCC from both domestic and international companies. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as recycled fiber, natural gas, and electricity. However, because these price adjustments are not realized until future quarters, material costs in our Gypsum Wallboard segment are likely to fluctuate until the effects of these price adjustments are realized.

Previous wording

Cost of Goods Sold increased by $2.0 million, or 1%, to $380.2 million for the three months ended December 31, 2024. The Kentucky Acquisition contributed $3.4 million of Cost of Goods Sold during the three months ended December 31, 2024. Excluding the Kentucky Acquisition, Cost of Goods Sold decreased by $1.4 million. The decrease was due to lower Sales Volume of $12.0 million, partially offset by higher operating costs of $10.6 million. Higher operating costs were primarily related to our Cement and Concrete and Aggregates businesses and are discussed further in the segment analysis.

Current wording

Cost of Goods Sold increased by $27.3 million, or 6%, to $449.1 million for the three months ended June 30, 2025. Excluding the $9.6 million related to the Aggregates Acquisitions, Cost of Goods Sold increased $17.7 million, or 4%.The increase was due to higher Sales Volume and operating costs of $11.0 million and $6.7 million, respectively. Higher operating costs were primarily related to our Cement business and are discussed further in the segment analysis.

Previous wording

Gross Profit decreased 2% to $177.8 million during the three months ended December 31, 2024. The decrease was primarily related to higher operating costs and lower Sales Volume, partially offset by higher gross sales prices. The gross margin remained consistent at 32%, with higher operating costs being offset by a rise in gross sales prices.

Current wording

Gross Profit decreased 1% to $185.6 million during the three months ended June 30, 2025. Excluding the $1.8 million of Gross Profit related to the Aggregates Acquisitions, Gross Profit decreased $3.1 million, or 2% .The decrease was primarily related to lower gross sales prices and higher operating costs of $4.5 million and $6.7 million, respectively, partially offset by higher Sales Volume of $8.1 million. The gross margin declined to 29%, with higher gross sales prices being partially offset by a rise in operating costs.

Previous wording

Earnings Before Income Taxes decreased to $154.3 million during the three months ended December 31, 2024, primarily because of lower Gross Profit and Equity in Earnings of Unconsolidated Joint Venture and higher Corporate General and Administrative Expense.

Current wording

Earnings Before Income Taxes decreased to $157.9 million during the three months ended June 30, 2025, primarily as a result of lower Gross Profit and Equity in Earnings of Unconsolidated Joint Venture, and higher Interest Expense, net and Corporate General and Administrative expense.

Previous wording

Income Tax Expense was $113.6 million for the nine months ended December 31, 2024, compared with $115.7 million for the nine months ended December 31, 2023. The effective tax rate of 22% remained consistent with the prior-year period.

Current wording

Income Tax Expense was $34.5 million for the three months ended June 30, 2025, compared with $37.1 million for the three months ended June 30, 2024. The effective tax rate remained consistent at 22% with the prior-year period.

Previous wording

Three AND nine MONTHS ENDED december 31, 2024, COMPARED WITH three AND nine MONTHS ENDED december 31, 2023, BY SEGMENT

Current wording

Three MONTHS ENDED June 30, 2025 COMPARED WITH three MONTHS ENDED June 30, 2024, BY SEGMENT

Previous wording

The following presents results within our two business sectors for the three and nine months ended December 31, 2024, and 2023. Revenue and operating results are organized by sector and discussed by individual business segments.

Current wording

The following presents results within our two business sectors for the three months ended June 30, 2025, and 2024. Revenue and operating results are organized by sector and discussed by individual business segments.

Previous wording

Concrete and Aggregates Revenue declined 3% to $195.5 million for the nine months ended December 31, 2024. Excluding the Kentucky Acquisition, Revenue declined $10.8 million. The decrease was due to lower Sales Volume, which reduced Revenue by $19.5 million. This was partially offset by higher gross sales prices of $8.7 million.

Current wording

Concrete and Aggregates Revenue increased 20% to $77.6 million for the three months ended June 30, 2025. Excluding the Aggregates Acquisitions, Revenue increased $1.4 million, or 2%. The increase was due to higher gross sales prices of $1.4 million and higher Aggregates Sales Volume of $3.1 million, which was partially offset by lower Concrete Sales Volume, which reduced Revenue by $3.1 million.

Previous wording

Gypsum Wallboard Revenue for the three months ended December 31, 2024 was $209.5 million, a 4% increase from the prior-year period. The increase was primarily due to higher gross sales prices and Sales Volume, which increased Revenue by $4.3 million and $4.2 million, respectively. Our market share remained relatively consistent during the three months ended December 31, 2024.

Current wording

Gypsum Wallboard Revenue was $221.5 million, a 2% increase for the three months ended June 30, 2025. Higher Sales Volume increased Revenue by approximately $7.8 million, and was partially offset by lower gross sales prices of $4.1 million. Our market share remained relatively consistent during the three months ended June 30, 2025.

Previous wording

Operating Earnings increased 8% to $270.5 million, primarily because of $5.1 million higher gross sales prices, a $3.2 million increase in Sales Volume, and a $10.7 million decrease in operating costs. Lower operating costs were primarily related to freight and energy, which increased Operating Earnings by approximately $5.6 million and $3.9 million, respectively. Operating Margin increased to 42% for the nine months ended December 31, 2024, primarily because of higher gross sales prices and lower operating expenses. Fixed costs are not a significant portion of the overall cost of wallboard; therefore, changes in utilization have a relatively minor impact on our operating cost per unit.

Current wording

Operating Earnings decreased 1% to $92.6 million, primarily because of lower gross sales prices of $4.1 million and higher operating costs of $0.6 million, partially offset by higher Sales Volume of $3.4 million. The higher operating costs were primarily related to freight and energy, which reduced Operating Earnings by approximately $1.6 million and $0.8 million, respectively, and were partially offset by lower input costs, namely fiber, of $1.9 million. Operating Margin decreased to 42% for the three months ended June 30, 2025, primarily because of lower gross sales prices and higher operating costs. Fixed costs are not a significant portion of the overall cost of wallboard; therefore, changes in utilization have a relatively minor impact on our operating cost per unit.

Previous wording

Recycled Paperboard Revenue increased 19% to $56.2 million during the three months ended December 31, 2024. The increase was due to higher gross sales prices and Sales Volume, which increased Revenue by $6.1 million and $3.0 million, respectively. Higher gross sales prices were related to the pricing provisions in our long-term sales agreements.

Current wording

Recycled Paperboard Revenue decreased 6% to $51.1 million during the three months ended June 30, 2025. Lower gross sales prices and Sales Volume reduced Revenue by $2.8 million and $0.3 million, respectively. Lower gross sales prices were related to the pricing provisions in our long-term sales agreements.

Previous wording

Operating Earnings increased 47% to $11.0 million, primarily because of higher gross sales prices and Sales Volume, which increased Operating Earnings by $6.1 million and $0.5 million, respectively. This was partially offset by higher operating costs, which reduced Operating Earnings by approximately $3.1 million. The increase in operating costs was primarily related to higher input costs, namely recycled fiber, which reduced Operating Earnings by approximately $2.9 million. The Operating Margin increased to 20% because of higher gross selling prices, partially offset by higher operating costs. Although the Company has certain provisions in its long-term sales agreements related to adjustments for the cost of raw materials, namely recycled fiber, natural gas, and electricity, prices are adjusted only at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.

Current wording

Operating Earnings increased 12% to $9.5 million, primarily because of lower operating costs, which increased Operating Earnings by $3.8 million. This was partially offset by lower gross sales prices, which reduced Operating Earnings by approximately $2.8 million. The decrease in operating costs was primarily related to lower input costs, namely fiber, of approximately $4.4 million, which were partially offset by higher energy costs of $0.4 million. Operating Margin increased to 19%, with the decrease in operating costs offsetting the lower gross sales prices. Although the Company has certain pricing provisions in its long-term sales agreements, prices are adjusted only at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.

Previous wording

The three Critical Accounting Policies that are material to our financial statements and that we believe require either the most judgment, or the selection or application of alternative accounting policies, are those related to long-lived assets, goodwill, and business combinations. Management has discussed the development and selection of these Critical Accounting Policies and estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.

Current wording

Information regarding our Critical Accounting Policies can be found in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the Annual Report). The three Critical Accounting Policies that we believe are material to our financial statements, and either require the most judgment, or the selection or application of alternative accounting policies, are those related to long-lived assets, goodwill, and business combinations. Management has discussed the development and selection of these Critical Accounting Policies and estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm. In addition, Note (A) in the Notes to Consolidated Financial Statements in our Annual Report contains a summary of our significant accounting policies.

Previous wording

Refer to Note (A) in the Notes to Unaudited Consolidated Financial Statements of this Form 10-Q for information regarding recently issued accounting pronouncements that may affect our financial statements.

Current wording

Refer to Note (A) in the Notes to Unaudited Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding recently issued accounting pronouncements that may affect our financial statements.

Previous wording

We believe we currently have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations for at least the next twelve months. We regularly assess any potential disruptions to the economy and to our operations, particularly changing fiscal policy or economic conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our Revolving Credit Facility and the amount of borrowings available to us in the next twelve-month period.

Current wording

At this time, we believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations for at least the next twelve months. We regularly monitor any potential disruptions to the economy, and to our operations, particularly changing fiscal policy or economic conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our Revolving Credit Facility and the amount of borrowings available to us in the next twelve-month period.

Previous wording

Net Cash Provided by Operating Activities decreased by $14.7 million to $485.8 million during the nine months ended December 31, 2024. This decrease was attributable to lower cash flows from Net Earnings, adjusted for non-cash charges of $6.4 million, lower cash dividends from our Unconsolidated Joint Venture of $7.0 million, and lower cash flow from changes in working capital of $1.3 million.

Current wording

Net Cash Provided by Operating Activities increased by $4.0 million to $136.6 million during the three months ended June 30, 2025. This increase was primarily attributable to higher cash flows from changes in Working Capital and noncash activity of $3.0 million and $11.4 million, respectively, partially offset by lower Operating Earnings of $10.4 million.

Previous wording

Working capital increased by $6.3 million to $394.6 million at December 31, 2024, compared with March 31, 2024. The increase was due to higher Inventories and Prepaid and Other Assets of $18.4 million and $4.9 million, respectively, and lower Accounts Payable and Accrued Liabilities of $15.8 million. This was partially offset by lower Cash and Accounts Receivable, net, of $3.7 million and $20.6 million, respectively. The August 2024 Acquisition increased working capital by approximately $0.3 million at December 31, 2024.

Current wording

Working Capital increased by $40.3 million to $464.0 million at June 30, 2025, compared with March 31, 2025. The increase was primarily due to higher Cash, Accounts Receivable, net, and Prepaid and Other Assets of $39.3 million, $51.1 million, and $3.7 million, respectively. This was partially offset by $8.6 million of lower Income Tax Receivable, $21.8 million of lower Inventories, and $24.8 million of higher Income Tax Payable.

Previous wording

The decrease in Accounts Receivable at December 31, 2024, was primarily related to increased collections during the three months ended December 31, 2024, compared with the three months ended March 31, 2024. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 33% at December 31, 2024, and 43% at March 31, 2024. Management measures the change in Accounts Receivable by monitoring the days sales outstanding on a monthly basis to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at December 31, 2024.

Current wording

The increase in Accounts Receivable at June 30, 2025, was primarily related to higher Revenue during the three months ended June 30, 2025, particularly in the month of June, compared with the three months ended March 31, 2025. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 42% and 45% at June 30, 2025, and March 31, 2025, respectively. Management measures the change in Accounts Receivable by monitoring the days sales outstanding on a monthly basis to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at June 30, 2025.

Previous wording

Our Inventory balance at December 31, 2024, increased by approximately $18.4 million from our balance at March 31, 2024. Excluding the Kentucky Acquisition, our Inventory balance increased by $18.0 million. Within Inventory, Raw Materials and Materials-in-Progress, Aggregates, Gypsum Wallboard, Repair Parts, and Fuel and Coal increased by approximately $17.8 million, $4.2 million, $1.5 million, $1.1 million, and $3.9 million, respectively. This was partially offset by Finished Cement and Recycled Paperboard, which declined $5.6 million and $4.9 million, respectively. The decline in Finished Cement is consistent with our business cycle; we generally build up clinker inventory over the winter months to meet the demand for cement in the spring and summer. The largest individual balance in our Inventory is our Repair Parts. The size and complexity of our manufacturing plants, as well as the age of certain of our plants, makes it necessary to stock a high level of repair parts inventory. We believe all of these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence because our products are basic construction materials.

Current wording

Our Inventory balance at June 30, 2025, decreased by approximately $21.8 million from our balance at March 31, 2025. Within Inventory, Raw Materials and Materials-in-Progress, Finished Cement, Aggregates, and Repair Parts and Supplies declined $13.4 million, $4.5 million, $1.3 million, and $1.8 million, respectively. The decline in Raw Materials and Materials-in-Progress is consistent with our business cycle; we generally build up clinker inventory over the winter months to meet the demand for cement in the spring and summer. The decrease in Repair Parts inventory was primarily due to the completion of most of our scheduled outages during the quarter. The largest individual balance in our Inventory is Repair Parts. These parts are necessary given the size and complexity of our manufacturing plants, and the age of certain of our plants, which creates the need to stock a high level of Repair Parts inventory. We believe all of these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence because our products are basic construction materials.

Previous wording

Net Cash Used in Investing Activities during the nine months ended December 31, 2024, was approximately $171.9 million, compared with $142.9 million during the same period in fiscal 2024. The $29.0 million increase was primarily related to higher capital expenditures, most of which were related to the expansion of our Mountain Cement facility. This was partially offset by the lower purchase price for the Kentucky Acquisition in fiscal 2025, compared with the acquisition completed in fiscal 2024.

Current wording

Net Cash Used in Investing Activities during the three months ended June 30, 2025, was approximately $76.1 million, compared with $33.1 million during the same period in 2024. The $43.0 million increase was primarily related to the modernization and expansion of our Mountain Cement facility.

Previous wording

Net Cash Used in Financing Activities was approximately $317.7 million during the nine months ended December 31, 2024, compared with $324.0 million during the nine months ended December 31, 2023. The $6.3 million decrease was primarily related to lower Purchase and Retirement of Common Stock and Dividends Paid to Stockholders of $47.6 million and $1.3 million, respectively. This was partially offset by higher net Repayments of Borrowings Under Revolving Credit Facility and Excise Tax on Purchase and Retirement of Common Stock of $35.0 million and $3.3 million, respectively, as well as lower Proceeds from Stock Option Exercises of $5.3 million.

Current wording

Net Cash Used in Financing Activities was $21.2 million during the three months ended June 30, 2025 compared with $87.9 million during the same period in 2024. The $66.7 million decrease was mainly related to higher borrowings, net of repayments of $63.8 million and lower Purchase and Retirement of Common Stock of $6.9 million. This was partially offset by higher Shares Redeemed to Settle Employee Taxes on Stock Compensation of $4.2 million.

Previous wording

Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were 40.3% and 39.5%, respectively, at December 31, 2024, compared with 45.7% and 44.9%, respectively, at March 31, 2024.

Current wording

Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were 46.9% and 45.7%, respectively, at June 30, 2025, compared with 46.1% and 45.7%, respectively, at March 31, 2025.

Previous wording

See Note (M) to the Unaudited Consolidated Financial Statements for further details on the Company’s debt facilities, including interest rate, and financial and other covenants and restrictions.

Current wording

See Note (M) in the Notes to Unaudited Consolidated Financial Statements for further details on the Company’s debt facilities, including interest rate, and financial and other covenants and restrictions.

Previous wording

The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At December 31, 2024, we had $85.0 million outstanding of Revolving Loans under the Revolving Credit Facility and $10.0 million of outstanding letters of credit. Subsequent to December 31, 2024, we borrowed approximately $152.5 million to fund the New Acquisition. After this borrowing we have $502.5 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We are contingently liable for performance under $30.0 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt, or any outstanding debt guarantees.

Current wording

The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At June 30, 2025, we had $275.0 million outstanding of Revolving Loans under the Revolving Credit Facility and $9.9 million of outstanding letters of credit, leaving us with $465.1 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We are contingently liable for performance under $47.9 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt, or any outstanding debt guarantees.

Previous wording

We believe that our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and dividend and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on a number of factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See Market Conditions and Outlook section above for further discussion of the possible effects on our business.

Current wording

We believe our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and dividend and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on several factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See the Market Conditions and Outlook section above for further discussion of the possible effects on our business.

Previous wording

As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, Term Loan, and borrowings under the Revolving Credit Facility, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.

Current wording

As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, Term Loan, and borrowings under the Revolving Credit Facility, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by using cash on our balance sheet or the incurrence of new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.

Previous wording

We have approximately $40.0 million of lease liabilities at December 31, 2024, that have an average remaining life of approximately 11.2 years.

Current wording

We had approximately $39.8 million of lease liabilities at June 30, 2025, with an average remaining life of approximately 11.8 years.

Previous wording

Dividends paid were $25.4 million and $26.7 million for the nine months ended December 31, 2024 and 2023, respectively. Each quarterly dividend payment is subject to review and approval by our Board of Directors, who will continue to evaluate our dividend payment amount on a quarterly basis.

Current wording

Dividends paid were $8.3 million and $8.5 million for the three months ended June 30, 2025, and 2024, respectively. Each quarterly dividend payment is subject to review and approval by our Board of Directors, who will continue to evaluate our dividend payment amount on a quarterly basis.

Previous wording

During the nine months ended December 31, 2024, our share repurchases were as follows:

Current wording

During the three months ended June 30, 2025, our share repurchases were as follows:

Previous wording

On May 17, 2022, the Board of Directors authorized us to repurchase an additional 7.5 million shares. This authorization brought the cumulative total of Common Stock our Board has approved for repurchase in the open market to 55.9 million shares since we became publicly held in April 1994. Through December 31, 2024, we have repurchased approximately 50.8 million shares.

Current wording

On May 17, 2022, the Board of Directors authorized us to repurchase an additional 7.5 million shares. This authorization brought the cumulative total of common stock our Board has approved for repurchase in the open market to 55.9 million shares since we became publicly held in April 1994. Through June 30, 2025, we have repurchased approximately 51.9 million shares.

Previous wording

During the nine months ended December 31, 2024, the Company withheld from employees 5,636 shares of stock upon the vesting of Restricted Shares that were granted under the Plan. We withheld these shares to satisfy the employees’ statutory tax withholding requirements, which is necessary once the Restricted Shares or Restricted Share Units are vested.

Current wording

During the three months ended June 30, 2025, the Company withheld from employees 23,825 shares of stock upon the vesting of Restricted Shares that were granted under the Plan. We withheld these shares to satisfy the employees’ statutory tax withholding requirements, which is necessary once the Restricted Shares or Restricted Share Units are vested.

Previous wording

Capital expenditures for fiscal 2025 are expected to range from $215.0 million to $235.0 million and will be allocated across both Heavy Materials and Light Materials sectors. The increase from the prior year reflects our beginning construction of the previously announced modernization and expansion of our Mountain Cement facility. The Mountain Cement construction project will continue through fiscal 2027, with expected completion in late fiscal 2027. These estimated capital expenditures will include maintenance capital expenditures and improvements, as well as other safety and regulatory projects.

Current wording

Capital expenditures for fiscal 2026 are expected to range from $475.0 million to $525.0 million and will be allocated across both Heavy Materials and Light Materials sectors. These estimated capital expenditures will include the expansion and modernization of our Mountain Cement facility in Wyoming, the modernization and expansion of our gypsum wallboard plant in Oklahoma, and maintenance capital expenditures and improvements, as well as other safety and regulatory projects.