MARTIN MARIETTA MATERIALS INC

Previous wording

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of March 31, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 480 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a notable aggregates position.

Current wording

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of June 30, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 500 quarries, mines and distribution yards in 29 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, asphalt and paving services and ready mixed concrete, in certain vertically-integrated structured markets where the Company has a notable aggregates position.

Previous wording

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 Columbia and 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 (see Note 2 to the unaudited consolidated financial statements).

Current wording

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 Columbia, thereby 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 B to the unaudited consolidated financial statements).

Previous wording

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). The Company has recast all comparative prior-period information presented in the related notes to the financial statements to reflect the updated reportable segments.

Current wording

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). Prior-period comparative information has been recast throughout management’s discussion and analysis of financial condition and results of operations to reflect the updated reportable segments.

Previous wording

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 also jeopardize 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.

Current wording

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 temperatures can adversely affect 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.

Previous wording

The Company's Specialties business (formerly known as the Magnesia Specialties 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.

Current wording

The Company's Specialties 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.

Previous wording

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 three months ended March 31, 2026.

Current wording

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 six months ended June 30, 2026.

Previous wording

All financial and operating results included in this section are for continuing operations and comparisons are versus the prior-year first quarter, unless otherwise noted.

Current wording

All financial and operating results included in this section are for continuing operations and comparisons are to the prior-year second quarter or prior year-to-date period, unless otherwise noted.

Previous wording

Aggregates gross profit decreased $9 million, or 3%, from the prior-year quarter to $288 million, inclusive of the $22 million charge for the impact of selling acquired inventory after markup to fair market value as part of acquisition accounting and higher depreciation, depletion and amortization expense.

Current wording

Aggregates gross profit for the quarter ended June 30, 2026 decreased, reflecting the $52 million charge associated with 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.

Previous wording

Consolidated SG&A for the first quarter of 2026 was 9.8% of revenues compared with 10.8% in the prior-year quarter as revenue growth outpaced the increase in these expenses.

Current wording

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.

Previous wording

Specialties achieved first-quarter revenues of $143 million and gross profit increased 17% to $45 million. These results reflected contributions from the 2025 Premier Magnesia, LLC acquisition and organic pricing gains, partially offset by lower organic shipments and higher energy costs, which weighed on input cost trends during the quarter.

Current wording

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.

Previous wording

For the three months ended March 31, 2026 and 2025, the effective income tax rates for continuing operations were 32.3% and 21.2%, respectively. The higher 2026 effective income tax rate versus 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.

Current wording

For the six months ended June 30, 2026 and 2025, the effective income tax rates for continuing operations were 23.3% and 20.3%, respectively. The higher 2026 effective income tax rate compared 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.

Previous wording

Net earnings from continuing operations attributable to Martin Marietta were $79 million, or $1.31 per diluted share, in 2026 compared with $104 million, or $1.70 per diluted share, in 2025. Results for 2026 included after-tax charges of $37 million, or $0.62 per diluted share, related to acquisition, integration and divestiture expenses, the impact of selling acquired inventory after markup to fair value as part of acquisition accounting, 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.

Current wording

Net earnings from continuing operations attributable to Martin Marietta were $336 million or $5.56 per diluted share, in 2026 compared with $396 million, or $6.52 per diluted share, in 2025. Results for 2026 include after-tax charges of $82 million, or $1.36 per diluted share, related to acquisition, divestiture and integration expenses and 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; 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.

Previous wording

The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants were reported as discontinued operations through their February 2026 divestiture date. The collective businesses generated earnings, net of income tax expense, of $1.4 billion in 2026 compared with $12 million in 2025. The 2026 earnings included a $1.4 billion after-tax gain on the divestiture.

Current wording

The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants were reported as discontinued operations through their February 2026 divestiture date. The collective businesses generated earnings, net of income tax expense, of $1.4 billion in 2026 compared with $48 million in 2025. The 2026 earnings included a $1.4 billion after-tax gain on the divestiture.

Previous wording

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, Adjusted EBITDA from continuing operations as presented by the Company may not be comparable with similarly titled measures of other companies.

Current wording

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, this measure may not be comparable with similarly titled measures of other companies.

Previous wording

Cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $227 million and $218 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 quarter ended March 31, 2026, operating cash flow reflects deducting the noncash gain on the QUIKRETE transaction from net earnings.

Current wording

Cash provided by operating activities for the six months ended June 30, 2026 and 2025 was $339 million and $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 six months ended June 30, 2026, operating cash flow reflects the deduction of the noncash gain on the QUIKRETE transaction from net earnings and the higher income tax payments related to the gain on the QUIKRETE transaction.

Previous wording

During the three months ended March 31, 2026 and 2025, the Company paid $186 million and $233 million, respectively, for additions to property, plant and equipment.

Current wording

During the six months ended June 30, 2026 and 2025, the Company paid $314 million and $412 million, respectively, for additions to property, plant and equipment.

Previous wording

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 three months of 2026, the Company repurchased 325,455 shares of common stock at an average price of $614.52 and an aggregate cost of $200 million. At March 31, 2026, 10.7 million shares of common stock remain under the Company’s repurchase authorization.

Current wording

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 six months of 2026, the Company repurchased 325,455 shares of common stock at an average price of $614.52 for an aggregate cost of $200 million. At June 30, 2026, 10.7 million shares of common stock remain available under the Company’s repurchase authorization.

Previous wording

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. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. There were no amounts outstanding on the Trade Receivable Facility as of March 31, 2026.

Current wording

The Company, through a wholly-owned special-purpose subsidiary, has a 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 with the Company’s other debt agreements. At June 30, 2026, $560 million was outstanding on the Trade Receivable Facility.

Previous wording

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2030. There were no outstanding borrowings on the Revolving Facility as of March 31, 2026. 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, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a guarantor, shall be reduced in an amount equal to the lesser of $500 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 March 31, 2026. In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.

Current wording

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2030. At June 30, 2026, $95 million was outstanding under the Revolving 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. On July 10, 2026, the Company amended its Revolving Facility financial covenant provisions to allow for a maximum ratio of (a) 4.75x for the first three quarters after closing the pending Lhoist North America, Inc. (LNA) transaction (see Note B to the unaudited consolidated financial statements); (b) 4.25x for the next succeeding three quarters; and (c) 3.75x thereafter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Ratio calculated without such exclusion does not exceed 4.25x.

Previous wording

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 be 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 March 31, 2026, the Company had $1.2 billion 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.

Current wording

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 remain 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 June 30, 2026, the Company had $742 million 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.

Previous wording

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2025. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

Current wording

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2025 and the Form 10-Q for the quarter ended March 31, 2026. Management continues to evaluate its exposure to operating risks on an ongoing basis.

Previous wording

This earnings release 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.

Current wording

This quarterly report 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.

Previous wording

Declines in energy-related construction due to sustained low global oil prices or changes in oil production or capital spending, particularly in Texas;

Current wording

Declines in energy-related construction due to changes in oil production or capital spending, particularly in Texas;

Previous wording

Labor relations risks, such as unionization efforts, work stoppages or strikes (particularly in jurisdictions with evolving labor laws);

Current wording

Labor relations risks, such as unionization efforts, work stoppages or strikes;

Previous wording

Risks related to the Company's QUIKRETE transaction, including, integration challenges, market conditions, and the impact of the transaction on the Company's stakeholders;

Current wording

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; the risk that the Securities Sale Agreement may be terminated, including in circumstances that would require the Company to pay a termination fee; the Company's ability to obtain the financing on favorable terms or at all and the resulting increase in the Company's indebtedness and potential effects on the Company's credit ratings; the issuance of newly-issued shares of Martin Marietta common stock as consideration payable at the closing of the LNA Transaction and the resulting dilution to the Company's existing shareholders; and potential business uncertainty, including changes to existing business relationships during the pendency of the transaction that could affect financial performance, integration challenges, market conditions, and the impact of the transaction on the Company's stakeholders;

Previous wording

You should also review the risk factors included herein and other periodic SEC filings. All forward-looking statements should be evaluated with these considerations in mind. Other risks and uncertainties not presently known or currently deemed immaterial may also affect the Company’s performance or the accuracy of forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements.

Current wording

You should also review the risk factors included herein and other periodic SEC filings. All forward-looking statements should be evaluated with these considerations in mind. Other risks and uncertainties not presently known or currently