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MARTIN MARIETTA MATERIALS INC

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

MLM$530.97+2.5%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

NOTE A: ACCOUNTING POLICIES

Organization

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 markets where the Company also has a notable aggregates position.

The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates and other building materials product lines are reported collectively as the Building Materials business.

In connection with closing an asset exchange during the quarter ended March 31, 2026 (see Note B), the Company updated its reportable segments. The Building Materials business includestwo reportable segments: East Group (comprised of the East and Southwest divisions) and West Group (comprised of the Central and West divisions). Unless otherwise indicated, all comparative prior-period information presented in the related notes to the financial statements reflect the updated reportable segments.

BUILDING MATERIALS BUSINESS
Reportable SegmentsEast GroupWest Group
Operating LocationsAlabama, Arkansas, Florida, Georgia, Louisiana, Maryland, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Nova Scotia and The BahamasArizona, California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Ohio, Nebraska, Tennessee, Utah, Washington, West Virginia, Wyoming, and British Columbia
Products and ServicesAggregatesAggregates, Asphalt and Paving Services,and Ready Mixed Concrete

The Company also operates a Specialties business, which represents a separate reportable segment. The Specialties business produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in 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 raw material feedstock in synthetic magnesia production. Specialties' production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. These consolidated financial

Form 10-Q7

statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The preparation of the Company’s consolidated financial statements requires management to make certain estimates and assumptions about future events. As future events and their effects cannot be fully determined with precision, actual results could differ significantly from estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which the change in estimate occurs.

Restricted Cash

At June 30, 2026, the Company has restricted cash of $8 million, which is invested in an account designated for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031). The Company is restricted from utilizing the cash for purposes other than the purchase of qualified assets for a designated period from receipt of the proceeds from the sale of the exchanged assets. Any unused cash at the end of the 180 days is transferred to unrestricted accounts of the Company and used for general corporate purposes. There wasno restricted cash at December 31, 2025.

The statements of cash flows reflect cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis. The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the aggregated amounts presented on the consolidated statements of cash flows:

June 30,December 31,
(in millions)20262025
Cash and cash equivalents$112$67
Restricted cash8—
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows$120$67

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Earnings (Loss)

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:

Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Net earnings attributable to Martin Marietta$251$328$1,764$444
Other comprehensive earnings, net of tax413344
Consolidated comprehensive earnings attributable to Martin Marietta$292$331$1,798$448
Form 10-Q8

The components of the changes in accumulated other comprehensive earnings (loss), net of tax, are as follows:

Pension andPostretirement Benefit PlansForeign CurrencyAccumulatedOther Comprehensive Earnings (Loss)
(in millions)Three Months Ended June 30, 2026
Balance at beginning of period$63$(10)$53
Other comprehensive earnings (loss) before reclassifications, net of tax48(8)40
Amounts reclassified from accumulated othercomprehensive earnings, net of tax1—1
Other comprehensive earnings (loss), net of tax49(8)41
Balance at end of period$112$(18)$94
Balance at beginning of period$(8)$(4)$(12)
Other comprehensive earnings before reclassifications, net of tax—22
Amounts reclassified from accumulated other comprehensive loss, net of tax1—1
Other comprehensive earnings, net of tax123
Balance at end of period$(7)$(2)$(9)
Pension andPostretirement Benefit PlansForeign CurrencyAccumulatedOther Comprehensive Earnings (Loss)
(in millions)Six Months Ended June 30, 2026
Balance at beginning of period$62$(2)$60
Other comprehensive earnings (loss) before reclassifications, net of tax48(16)32
Amounts reclassified from accumulated othercomprehensive earnings, net of tax2—2
Other comprehensive earnings (loss), net of tax50(16)34
Balance at end of period$112$(18)$94
Balance at beginning of period$(9)$(4)$(13)
Other comprehensive earnings before reclassifications,net of tax—22
Amounts reclassified from accumulated othercomprehensive loss, net of tax2—2
Other comprehensive earnings, net of tax224
Balance at end of period$(7)$(2)$(9)
Form 10-Q9

The $48 million, net of tax, other comprehensive earnings before reclassifications in the Pension and Postretirement Benefit Plans for the three and six months ended June 30, 2026 reflects the remeasurement of the funded status of the Company’s qualified pension plan, required as a result of a curtailment event (see Note H).

Changes in net noncurrent deferred tax assets related to accumulated other comprehensive earnings (loss) are as follows:

Pension and Postretirement Benefit Plans
Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Balance at beginning of period$17$40$18$41
Tax effect of other comprehensive earnings(15)—(16)(1)
Balance at end of period$2$40$2$40

Reclassifications out of accumulated other comprehensive earnings (loss) are as follows:

Three Months Ended · Six Months Ended · Affected line items in the consolidated
June 30, · June 30, · statements of earnings
(in millions)2026202520262025and comprehensive earnings
Pension and postretirementbenefit plans
Curtailment gain$(5)$—$(5)$—
Settlement charge5—5—
Amortization of:
Prior service cost1133
Actuarial loss——1—
1143Other nonoperating income, net
Tax effect——(2)(1)Income tax expense
Total$1$1$2$2

Earnings per Common Share

The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive.

Form 10-Q10

The following table reconciles the denominator for basic and diluted earnings from continuing operations per common share:

Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Basic weighted-average common shares outstanding60.160.360.260.6
Effect of dilutive employee and director awards0.10.10.10.1
Diluted weighted-average common shares outstanding60.260.460.360.7

New Accounting Pronouncement

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE), which requires public entities to disaggregate certain expense captions presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. These disclosures must be made in a tabular format in the footnotes to the financial statements.

The new standard does not change the requirements for the presentation of expenses on the face of the statement of earnings. The ASU is effective prospectively for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption and retrospective application are permitted. The ASU will impact the Company's expense disclosures beginning with the financial statements included in the 2027 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition.

Reclassifications

Certain reclassifications have been made in the Company's financial statements for prior periods to conform to the current-year presentation. The reclassifications had no impact on the Company’s previously reported results of operations, financial condition or cash flows.

NOTE B: BUSINESS COMBINATIONS, DIVESTITURES, DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

Business Combinations

Lhoist North America, Inc.

On June 27, 2026, the Company entered into a definitive agreement to acquire Lhoist North America, Inc. (LNA), a subsidiary of Lhoist Group, for $13.5 billion. Consideration will consist of $7.0 billion in cash (subject to customary adjustments) and 10,953,543 newly-issued shares of Martin Marietta common stock, par value $0.01 per share (the Consideration Shares), with a value of $6.5 billion based on the volume-weighted average trading price of Martin Marietta common stock for the 15 trading days ending on June 26, 2026. Following the closing, LNA is expected to hold approximately 15% of the outstanding Martin Marietta common stock based upon the outstanding shares of Martin Marietta common stock as of June 26, 2026. The transaction is expected to be completed in the second half of 2026, subject to regulatory approvals and other customary closing conditions.

LNA is a leading producer of high-calcium lime, dolomitic lime and industrial mineral products, serving a diversified set of end markets through a network of 20 quarries and production facilities and 45 distribution terminals. With more than two billion tons of high-quality limestone reserves and strategic positioning primarily in high-growth Sun Belt metropolitan corridors, this transaction is expected to strengthen the Company's portfolio by expanding its complementary, upstream

Form 10-Q11

Specialties business in lime and other industrial minerals and by enhancing its ability to better serve new and existing customers. The transaction is further expected to enhance the Company's long-term earnings durability, geographic diversification and exposure to attractive industrial and infrastructure-related end markets.

On June 27, 2026, the Company secured a bridge funding commitment to temporarily fund the acquisition, if necessary. The related $26 million fee for the commitment is capitalized as of June 30, 2026 and will be amortized over the bridge funding commitment period. In anticipation of the pending transaction, on July 15, 2026, the Company secured athree-year senior unsecured term loan commitment in the aggregate principal amount of $1.5 billion. No borrowings are expected to be made until the closing of the transaction.

New Frontier Materials LLC.

On May 15, 2026, the Company acquired New Frontier Materials LLC (NFM), a complementary bolt-on aggregates-led business operating in the greater St. Louis metropolitan area. The acquired aggregates assets produce over 8 million tons annually and enhance the Company's existing footprint in its Central Division. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, inventories; property, plant and equipment; goodwill and other intangible assets; other assets; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial to other business combination disclosures, including pro-forma results of operations.

QUIKRETE Holdings, Inc.

On February 23, 2026, the Company completed its 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, an asphalt and paving business in Vancouver, British Columbia, and $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 acquired aggregates facilities complement Martin Marietta's existing geographic footprint in its Central Division and allow the Company to expand into new growth platforms in Virginia and the Pacific Northwest.

The Company determined and recorded the preliminary acquisition-date fair values of assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. As such, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Notably, during the measurement period, the Company increased the acquisition-date fair value of property, plant and equipment by $71 million, increased other liabilities by $30 million and reduced goodwill by $23 million. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, inventories; property, plant and equipment; intangible assets; other assets; other liabilities; deferred income taxes and goodwill. Of the total goodwill generated by the transaction, $142 million is not deductible and $55 million is deductible for income tax purposes.

Form 10-Q12

The following is a summary of the preliminary estimated fair values of the assets acquired and liabilities assumed as of February 23, 2026:

(in millions)
Assets:
Cash$470
Inventories109
Property, plant and equipment 12,493
Intangible assets, other than goodwill45
Other assets18
Total assets3,135
Liabilities:
Deferred income taxes84
Asset retirement obligations13
Other liabilities60
Total liabilities157
Net identifiable assets acquired2,978
Goodwill197
Total consideration$3,175

1 Includes mineral reserves of $2.1 billion.

Revenues and pretax loss attributable to QUIKRETE included in the Company's consolidated statements of earnings and comprehensive earnings were $130 million and $26 million, respectively, for thethree months ended June 30, 2026 and $172 million and $40 million, respectively, for the six months ended June 30, 2026. The pretax loss for thethree and six months ended June 30, 2026 includes a charge of $45 million and $67 million, respectively, associated with the sale of acquired inventory after its markup to fair value in purchase accounting.

The following unaudited pro forma financial information summarizes the combined results of the continuing operations for the Company and QUIKRETE as though the companies had been combined as of January 1, 2025. The unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company. Consistent with the assumed acquisition date of January 1, 2025, the pro forma financial results include $10 million of after-tax acquisition and integration expenses and a $50 million after-tax charge associated with the sale of inventory after its markup to fair value in purchase accounting for thesix months ended June 30, 2025.

The following pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2025:

Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Revenues$1,947$1,732$3,359$2,966
Net earnings from continuing operations attributable to Martin Marietta$291$315$398$362
Form 10-Q13

Premier Magnesia, LLC.

On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania. This transaction expanded the Company's product offerings to new and existing customers and enhanced the Company's Specialties business. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Accordingly, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments, include but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's Specialties reportable segment and is immaterial to other business combination disclosures, including pro-forma results of operations.

Divestitures

On February 23, 2026, the Company divested its Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete plants and certain nonoperating land as part of the QUIKRETE asset exchange. The divestiture of the Company's sole cement business and remaining Texas ready mixed concrete operations optimizes its portfolio and product mix and preserves financial flexibility to pursue future pure-play aggregates growth opportunities.

The transaction resulted in an after-tax gain of $1.4 billion, which is included in earnings from discontinued operations, net of income tax expense, in the Company's consolidated statement of earnings and comprehensive earnings for the six months ended June 30, 2026 and excludes transaction expenses associated with the divestiture.

Discontinued Operations

The associated financial results for the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are part of the East Group, are reported as discontinued operations on the consolidated statements of earnings and comprehensive earnings through their February 23, 2026 divestiture date.

Financial results for the Company's discontinued operations are as follows:

Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Revenues$—$202$108$393
Cost of revenues1154100325
Gross (loss) profit$(1)$48$8$68
Pretax (loss) earnings from operations$(6)$46$(13)$61
Pretax (loss) gain on divestiture(1)—1,962—
Pretax (loss) earnings(7)461,94961
Income tax (benefit) expense(2)1052113
(Loss) Earnings from discontinued operations, net of income tax (benefit) expense$(5)$36$1,428$48
Form 10-Q14

Cash flow information for the Company's discontinued operations is as follows:

Six Months Ended
June 30,
(in millions)20262025
Net cash (used for) provided by operating activities$(67)$80
Additions to property, plant and equipment$(18)$(57)
Proceeds from divestitures and sales of assets4502
Net cash provided by (used for) investing activities$432$(55)
Net cash used for financing activities$—$(3)

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at June 30, 2026 include certain nonoperating land. At December 31, 2025, assets and liabilities held for sale also included the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which were subsequently divested in February 2026.

Assets and liabilities held for sale are as follows:

Continuing OperationsContinuing OperationsDiscontinued OperationsTotal
(in millions) · June 30, 2026 · December 31, 2025
Inventories, net$—$—$98$98
Investment land611—11
Property, plant and equipment——486486
Goodwill——374374
Intangible assets, excluding goodwill——249249
Operating lease right-of-use assets——1010
Other assets——22
Total current assets held for sale$6$11$1,219$1,230
Lease obligations$—$—$22$22
Other liabilities——1212
Total current liabilities held for sale$—$—$34$34

NOTE C: GOODWILL AND OTHER INTANGIBLE ASSETS

The following table shows the changes in goodwill by reportable segment and in total:

East · West
(in millions)GroupGroupSpecialtiesTotal
Balance at January 1, 2026$1,733$1,672$209$3,614
Acquisitions21370—391
Divestitures(10)——(10)
Adjustments to purchase price allocations(1)(23)(6)(30)
Foreign currency translation—(6)—(6)
Balance at June 30, 2026$1,743$2,013$203$3,959
Form 10-Q15

All intangible assets acquired during 2026 are from business combinations and are as follows:

(in millions, except year data)AmountWeighted-average amortization period
Subject to amortization:
Customer relationships$10817 years
Use rights and other1325 years
Total$12118 years

NOTE D: INVENTORIES, NET

June 30,December 31,
(in millions)20262025
Finished products$1,458$1,378
Products in process2414
Raw materials6649
Supplies and expendable parts132124
Total inventories1,6801,565
Less: allowances(511)(487)
Inventories, net$1,169$1,078

NOTE E: DEBT

June 30,December 31,
(in millions)20262025
3.450% Senior Notes, due 2027300299
3.500% Senior Notes, due 2027494493
2.500% Senior Notes, due 2030474473
2.400% Senior Notes, due 2031891891
5.150% Senior Notes, due 2034739739
6.25% Senior Notes, due 2037229229
4.250% Senior Notes, due 2047591591
3.200% Senior Notes, due 2051851851
5.500% Senior Notes, due 2054727727
Revolving Facility195—
Trade Receivable Facility256030
Total debt5,9515,323
Less: current maturities(860)(30)
Long-term debt$5,091$5,293

1 Borrowings bear interest, at the Company’s option, at rates based upon the Secured Overnight Financing Rate (SOFR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. Revolving Facility interest rate is 4.75% at June 30, 2026. Any outstanding principal amounts, together with interest accrued thereon, are due in full on the maturity date.

2 Borrowings bear interest at a rate equal to the Adjusted Term Secured Overnight Financing Rate (Adjusted Term SOFR), as defined, plus 0.7%. Trade Receivable Facility interest rate is 4.32% and 4.57% at June 30, 2026 and December 31, 2025, respectively.

Form 10-Q16

On May 14, 2026, the Company requested, and lenders consented to, an increase in the borrowing base of the Trade Receivable Facility from $400 million to $600 million. The Company funded the NFM acquisition (see Note B) using cash on hand and short-term borrowings under the Trade Receivable Facility.

The Company's credit facilities contain the following provisions:

RevolvingTrade Receivable
FacilityFacility*
Facility limit$800 million$600 million
LendersSyndicate of banksSyndicate of banks
Maturity dateDecember 21, 2030September 16, 2026
* Borrowings limited to lesser of facility limit or borrowing base, as defined

Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At June 30, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility.

As of June 30, 2026, the Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing-twelve month period (the Ratio) not to exceed 3.50 x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio any 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 x.

On July 10, 2026, the Company amended its Revolving Facility financial covenant provisions to allow for a maximum ratio of (a)4.75 x for the first three quarters after closing the pending LNA transaction; (b)4.25 x for the next succeeding three quarters; and (c)3.75 x 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 4.25 x. Additionally, if no amounts are outstanding under the Revolving Facility or the Company's Trade Receivable Facility, consolidated debt, as defined, which includes debt for which the Company is a guarantor, is reduced by the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. The Company was in compliance with the Ratio at June 30, 2026.

NOTE F: FINANCIAL INSTRUMENTS

The Company’s financial instruments include temporary cash investments, restricted cash, accounts receivable, accounts payable, Trade Receivable Facility borrowings, Revolving Facility borrowings and publicly-registered long-term notes and debentures. The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair values.

The carrying value and fair value of the Company’s debt were$6.0 billion and $5.4 billion, respectively, at June 30, 2026 and$5.3 billion and$4.9 billion, respectively, at December 31, 2025. Due to their short-term nature, the carrying value of Trade Receivable Facility borrowings approximates their fair value. The estimated fair value of the Company’s publicly-registered long-term debt was estimated based on Level 2 of the fair value hierarchy using observable market data.

Form 10-Q17

NOTEG: INCOME TAXES

The Company's effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. The effective income tax rates for continuing operations were 23.3% and 20.3% for the six months ended June 30, 2026 and 2025, 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.

The Company invests in renewable energy investment entities which qualify for tax credits and other tax benefits (RETC projects) and are accounted for under the proportional amortization method. For the six months ended June 30, 2026, the Company's annualized effective tax rate includes the proportional amortization of these investments of $11 million, offset by other tax benefits of $10 million. For the six months ended June 30, 2025, the Company's annualized effective tax rate included the proportional amortization of these investments of $46 million, offset by $42 million of tax credits and $8 million of other tax benefits. Unfunded commitments related to these tax equity investments as of June 30, 2026 and December 31, 2025 are recorded in Unpaid commitments in limited liability companies on the consolidated balance sheets.

NOTE H: PENSION BENEFITS

In connection with the Company's divestiture of its Midlothian cement plant, related cement distribution terminals, and Texas ready mixed concrete plants (see Note B), certain employees ceased to be active participants in the Company's qualified defined benefit pension plan. This event represented a curtailment and required the Company to remeasure its projected benefit obligation and plan assets in late April and early May.

The Company elected a practical expedient and performed the remeasurement as of April 30, 2026, the month-end measurement date nearest to when the affected employees ceased to be active participants in the plan. The discount rate for the remeasurement was 6.21% compared with 6.00% prior to the remeasurement. As a result of the remeasurement, the Company recognized a curtailment gain of $5 million during the quarter ended June 30, 2026.

The net periodic benefit cost for pension benefits includes the following components:

Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Service cost$4$9$17$18
Interest cost7143029
Expected return on assets(11)(20)(47)(41)
Amortization of:
Prior service cost1133
Actuarial loss——11
Curtailment gain(5)—(5)—
Settlement charge5—5—
Net periodic benefit cost$1$4$4$10

The components of net periodic benefit cost, other than service cost, are included in the line item Other nonoperating income, net, in the consolidated statements of earnings and comprehensive earnings. Based on the roles of the employees, service cost is included in the Cost of revenues or Selling, general and administrative expenses line items in the consolidated statements of earnings and comprehensive earnings.

Form 10-Q18

NOTE I: COMMITMENTS AND CONTINGENCIES

Legal and Administrative Proceedings

The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities, including proceedings relating to environmental matters. The Company considers various factors in assessing the probable outcome of each matter, including but not limited to the nature of existing legal proceedings and claims, the asserted or possible damages, the jurisdiction and venue of the case and whether it is a jury trial, the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, the Company’s experience in similar cases and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond to the proceeding or claim.

The Company’s assessment of these factors may change over time as proceedings or claims progress. The Company believes it is remote that the outcome of any currently pending legal or administrative proceeding will result in a material loss to the Company's financial condition, results of operations or cash flows based on currently available facts.

Other Environmental Matters

The Company’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety, and other regulatory matters. Certain of the Company’s operations may, from time to time, involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company’s operations, and such permits are subject to modification, renewal and revocation.

The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, the risk of environmental remediation liability is inherent in the operation of the Company’s businesses, as it is with other companies engaged in similar businesses. The Company has no material provisions for environmental remediation liabilities and does not believe such liabilities will have a material adverse effect on the Company.

Letters of Credit

In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At June 30, 2026, the Company was contingently liable for $29 million in letters of credit.

Surety Bonds

At June 30, 2026, the Company was contingently liable for surety bonds required by certain governments and their related agencies. The bonds are provided in the normal course of business and are principally for certain insurance claims, construction contracts, reclamation obligations and mining permits guaranteeing the Company’s own performance. The Company has indemnified the underwriting insurance company against any exposure under the surety bonds. Based on the Company’s historical experience, no material claims have been made against these financial instruments.

NOTE J: SEGMENTS

The Building Materials business is comprised offour divisions that represent individual operating segments. These operating segments are consolidated intotwo reportable segments, the East Group and the West Group, for financial reporting purposes, as they meet the aggregation criteria (see Note A for 2026 changes to the components of the East Group and West Group reportable segments). The Specialties business represents a separate operating and reportable segment.

Form 10-Q19

The Company’s Chief Operating Decision Maker (CODM) is the Chief Operating Officer. The CODM reviews results by reportable segment on a quarterly basis and allocates resources to achieve the Company’s strategic objectives based on an evaluation of each reportable segment’s performance. This evaluation is largely based on segment earnings (loss) from operations, as management believes this is the best metric of segment profitability and operating performance. Segment earnings (loss) from operations is also a measure used in determining incentive compensation targets and awards. Segment earnings (loss) from operations includes revenues less cost of revenues; selling, general and administrative expenses; other operating income and expenses, net; and excludes interest income and expense; other nonoperating income and expenses, net; and income tax expense.

The significant expense categories shown below align with the segment-level information regularly provided to the CODM. Other costs of revenues for each reportable segment mainly include raw materials, repairs and maintenance, contract services, supplies and royalties.

Corporate loss from operations primarily includes depreciation and amortization; expenses for corporate administrative functions; acquisition, divestiture and integration expenses; and other nonrecurring income and expenses not attributable to operations of the Company's operating segments.

The following tables display selected financial data for the Company’s reportable segments and reflect continuing operations only. Revenues, as presented on the consolidated statements of earnings and comprehensive earnings, reflect the elimination of intersegment revenues, which represent sales from one segment to another segment and are immaterial. Income tax expense is not allocated to the Company's reportable segments.

(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$972$823$152$1,947$—$1,947
Less:
Labor and benefits expense9411922235—235
Depreciation, depletion and amortization expense9088111891190
Energy expense484511104—104
Other costs of revenues341396477846790
External freight expense1685411133—133
Selling, general and administrative expenses453989224116
Acquisition, divestiture and integration expenses————1818
Other operating (income) expense, net(9)1—(8)(3)(11)
Segment Earnings (Loss) from Operations$295$81$42$418$(46)$372
Interest expense59
Other nonoperating income, net(7)
Consolidated earnings from continuing operations before income tax expense$320
Form 10-Q20
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$878$641$90$1,609$—$1,609
Less:
Labor and benefits expense919410195—195
Depreciation, depletion and amortization expense825141371138
Energy expense3531874—74
Other costs of revenues268309236008608
External freight expense15732998—98
Selling, general and administrative expenses413558123104
Acquisition, divestiture and integration expenses————22
Other operating expense (income), net2(3)—(1)(22)(23)
Segment Earnings (Loss) from Operations$302$92$31$425$(12)$413
Interest expense57
Other nonoperating income, net(9)
Consolidated earnings from continuing operations before income tax expense$365
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$1,807$1,208$294$3,309$—$3,309
Less:
Labor and benefits expense18620345434—434
Depreciation, depletion and amortization expense172148213412343
Energy expense856923177—177
Other costs of revenues625588891,302121,314
External freight expense11318421236—236
Selling, general and administrative expenses89751818267249
Acquisition, divestiture and integration expenses————2424
Other operating (income) expense, net(6)3—(3)2(1)
Segment Earnings (Loss) from Operations$525$38$77$640$(107)$533
Interest expense115
Other nonoperating income, net(19)
Consolidated earnings from continuing operations before income tax expense$437
Form 10-Q21
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$1,636$958$177$2,771$—$2,771
Less:
Labor and benefits expense17517021366—366
Depreciation, depletion and amortization expense1579982642266
Energy expense675117135—135
Other costs of revenues508464401,01281,020
External freight expense11055117173—173
Selling, general and administrative expenses83721016565230
Acquisition, divestiture and integration expenses————44
Other operating expense (income), net21—3(17)(14)
Segment Earnings (Loss) from Operations$539$50$64$653$(62)$591
Interest expense113
Other nonoperating income, net(19)
Consolidated earnings from continuing operations before income tax expense$497

1 External freight expense is pass-through for East and West Groups

Assets employed by segment include assets directly identified with those operations, including assets held for sale. Corporate assets consist primarily of cash and cash equivalents; property, plant and equipment used in corporate operations; and other assets not directly identifiable with a reportable segment.

As of December 31, 2025, assets held for sale associated with discontinued operations are predominantly included in the East Group. The decrease in assets employed in the East Group as of June 30, 2026 reflects the February 2026 divestiture of the Company's Texas cement and ready mixed concrete assets and is partially offset by the assets acquired in the QUIKRETE transaction (see Note B) located within the Company's East Division. The increase in assets employed in the West Group as of June 30, 2026 is primarily due to assets acquired in the QUIKRETE transaction located within the Company's Central and West Divisions, as well as the NFM acquisition.

June 30,December 31,
(in millions)20262025
Assets employed
East Group$10,381$10,880
West Group8,8295,875
Specialties900883
Total reportable segments20,11017,638
Corporate1,1951,073
Total$21,305$18,711
Form 10-Q22

The following tables display property additions for the Company’s reportable segments.

Six Months Ended
June 30,
(in millions)20262025
Total property additions, including the impact of acquisitions
East Group$695$192
West Group2,456117
Specialties1816
Total reportable segments3,169325
Corporate711
Total$3,176$336
Six Months Ended
June 30,
(in millions)20262025
Property additions through business combinations
East Group$587$—
West Group2,375—
Specialties6—
Total reportable segments2,968—
Corporate——
Total$2,968$—

NOTE K: REVENUES AND GROSS PROFIT

The following tables, which are reconciled to consolidated amounts and reflect continuing operations only, provide revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Specialties. Interproduct revenues represent sales from the aggregates product line to the Company's other building materials product line, namely, asphalt and paving operations and ready mixed concrete.

Form 10-Q23
Three Months Ended · Six Months Ended
June 30,June 30,
(in millions)2026202520262025
Revenues
Building Materials business:
Aggregates$1,533$1,320$2,675$2,322
Other Building Materials303271420393
Less: interproduct revenues(41)(72)(80)(121)
Total Building Materials business1,7951,5193,0152,594
Specialties15290294177
Total$1,947$1,609$3,309$2,771
Gross profit (loss)
Building Materials business:
Aggregates$418$430$706$726
Other Building Materials34391821
Total Building Materials business452469724747
Specialties50369574
Corporate(7)(9)(14)(10)
Total$495$496$805$811

Performance Obligations

Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Performance obligations within paving service agreements are satisfied over time, primarily ranging fromone day totwo years. Customer payments for the paving operations are generally based on contractual billing schedules and may, in certain circumstances, be contingent upon receipt of payment by the customer.

Future revenues from unsatisfied performance obligations at June 30, 2026 and 2025 were $240 million and $252 million, respectively, where the remaining periods to complete these obligations ranged fromone month to 52 months andone month to 30 months, respectively.

Service Revenues

Service revenues were $107 million and $102 million for thethree months ended June 30, 2026 and 2025, respectively, and reported in the West Group. Service revenues for the six months ended June 30, 2026 and 2025 were $126 million and $137 million, respe ctively. Service revenues include paving operations in Colorado and British Columbia. The British Columbia paving operations were acquired on February 23, 2026. During the three and six months ended June 30, 2025, service revenues also included the Company's California paving operations, which were divested in April 2025.

Form 10-Q24

NOTE L: SUPPLEMENTAL CASH FLOW INFORMATION

Noncash investing and financing activities are as follows:

Six Months Ended
June 30,
(in millions)20262025
Acquisition of assets through asset exchange$2,725$—
Accrued liabilities for purchases of property, plant and equipment$34$61
Right-of-use assets obtained in exchange for new operating lease liabilities$43$42
Right-of-use assets obtained in exchange for new finance lease liabilities$19$16
Remeasurement of finance lease right-of-use assets$—$50
Remeasurement of operating lease right-of-use assets$7$(1)
Accrued fee for bridge funding commitment$26$—
Accrued benefits on life insurance contracts$—$5

Right-of-use assets obtained in exchange for new operating lease liabilities for the six months ended June 30, 2026 include $10 million of operating leases assumed in connection with the QUIKRETE asset exchange.

Supplemental disclosures of cash flow information are as follows:

Six Months Ended
June 30,
(in millions)20262025
Cash paid for interest, net of capitalized amount$110$115
Cash paid for income taxes, net of refunds$296$32
Form 10-Q25
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.