MARTIN MARIETTA MATERIALS INC
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 4, 2026
MLM$518.15-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-326001
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001193125-26-447418
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 170 current paragraphs.
84 unchanged; 42 reworded; 39 added; 10 removed; 2 previous and 5 current paragraphs rearranged.
Tables are not compared: 24 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
On August 21, 2026, the Company completed its business combination with Lhoist North America, Inc. (LNA), a wholly-owned direct subsidiary of LNA Holding SRL (LNA Holding), for $12.9 billion (the LNA Transaction). Consideration consisted of $7.0 billion in cash, which was financed using proceeds from the issuance of publicly traded debt and term loan borrowings (see Note E to the unaudited consolidated financial statements), and 10,953,543 newly issued shares of Martin Marietta common stock, par value $0.01 per share, with a value of $5.9 billion based on the closing price of Martin Marietta common stock on August 21, 2026. LNA is a leading producer of high-calcium lime, dolomitic lime and industrial mineral products, serving a diversified range of end markets through a network of 20 quarries and production facilities and 45 distribution terminals. LNA is reported in the Company's Specialties reportable segment.
Current report
Third-quarter results reflected strong contributions from recent acquisitions, partially offset by inflationary cost pressures and softer market demand across the Company’s heritage operations. Acquired operations contributed to record quarterly revenues, while acquisition-related mix reduced reported aggregates ASP relative to the prior-year period.
Current report
Building Materials Business
Current report
Third-quarter aggregates shipments increased 15.9% to a record 67.1 million tons, driven by acquisition contributions. Average selling price per ton (ASP) decreased from the prior-year third quarter, primarily reflecting acquisition-related mix as acquired operations have ASPs below the Company average. Organic ASP increased 1.0%, or 2.7% on a mix-adjusted basis.
Current report
Other Building Materials revenues increased 14% to $399 million. Gross profit increased 17% to $63 million, benefiting from acquisition contributions and strong performance from the California asphalt business.
Current report
Specialties delivered record third-quarter revenues and gross profit of $362 million and $88 million, respectively, reflecting strong organic performance and contributions from LNA. Organic Specialties revenues and gross profit increased 11% and 6%, respectively.
Current report
Acquisition, Divestiture and Integration Expenses
Current report
The Company incurred acquisition, divestiture and integration expenses of $84 million in the third quarter of 2026, primarily related to the LNA Transaction.
Current report
Interest Expense
Current report
Interest expense for the third quarter of 2026 was $138 million compared with $59 million in the prior-year quarter. The increase reflects interest expense related to the $5.5 billion of publicly traded debt and $1.5 billion term loan facility borrowings the Company secured in August 2026 to finance cash consideration for the LNA Transaction. Additionally, 2026 includes $27 million of expense related to a bridge funding commitment fee that was amortized as interest expense, as the bridge facility was not used.
Current report
Nine Months Ended September 30, 2026
Current report
The following table presents gross profit (loss) for the Company by product line for the nine months ended September 30, 2026 and 2025.
Current report
Building Materials Business
Current report
Acquisition, Divestiture and Integration Expenses
Current report
The Company incurred acquisition, divestiture and integration expenses of $107 million during the nine months ended September 30, 2026, primarily related to the LNA Transaction and QUIKRETE asset exchange.
Current report
Interest Expense
Current report
Interest expense for the nine months ended September 30, 2026 was $254 million compared with $172 million in the prior year-to-date period. The increase reflects interest expense on the $5.5 billion of publicly traded debt and $1.5 billion term loan facility borrowings the Company secured in August 2026 to finance the cash consideration for the LNA Transaction. Additionally, 2026 includes $27 million for a bridge funding commitment fee that was amortized as interest expense, as the financing was not used.
Current report
On August 21, 2026, the Company completed the LNA Transaction for total consideration of $12.9 billion, consisting of $7.0 billion in cash and the issuance of Martin Marietta common stock valued at $5.9 billion.
Current report
In 2026, the Company entered into a $1.5 billion three-year senior unsecured term loan facility and issued $5.5 billion in aggregate principal amount of senior unsecured notes across five tranches to fund the cash consideration for the LNA Transaction.
Current report
Senior Notes
Current report
On August 14, 2026, the Company issued an aggregate of $5.5 billion of senior notes (see Note E to the unaudited consolidated financial statements). The Company used the net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility described below, to pay the cash consideration for its acquisition of LNA.
Current report
Credit Facilities
Current report
On July 15, 2026, the Company entered into a Term Credit Agreement with JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent, and certain financial institutions, as lenders (the Term Credit Agreement), which provides for a three-year senior unsecured term loan facility in an aggregate principal amount of $1.5 billion (the Term Facility). At September 30, 2026, $1.5 billion was outstanding on the Term Facility, which matures on August 19, 2029.
Current report
On August 18, 2026, the Company entered into a Credit Agreement with JPMCB, as administrative agent, and certain financial institutions, as lenders (the Credit Agreement), which provides for a $1.5 billion five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of August 18, 2031. The Revolving Facility replaces the Company’s predecessor Credit Agreement. At September 30, 2026, $170 million was outstanding on the Revolving Facility. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At September 30, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility and the predecessor Credit Agreement, respectively.
Current report
On September 15, 2026, the Company amended its Trade Receivable Facility to decrease the facility limit from $600 million to $500 million and extended the maturity to September 15, 2027. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to an amount not to exceed $700 million. The Trade Receivable Facility contains a cross-default provision with the Company’s other debt agreements. At September 30, 2026, $420 million was outstanding on the Trade Receivable Facility.
Current report
A prolonged federal government shutdown;
Current report
The Company’s ability to identify, acquire, permit and develop quality aggregates reserves within an economic haul radius;
Current report
Changes in demand from the steel, mining, construction and infrastructure, water treatment and other industries served by the Company’s Specialties business, and structural declines in demand from coal-fired utility and paper industry customers;
Current report
Delays, cost overruns or underperformance of kiln modernization, facility expansion and other capital projects;
Current report
Compliance with regulations relating to the Company's lime operations;
Current report
The outcome of pending or future litigation and other legal proceedings;
Current report
Geopolitical risks and tensions that could affect energy markets, costs, supply chains and global economic conditions;
Current report
Currency, regulatory and cross-border risks associated with the Company’s operations in Canada, Jamaica and The Bahamas;
Current report
Global economic conditions;
Current report
Adverse industry conditions;
Current report
The Company’s substantial indebtedness following the LNA Transaction, and its ability to service, repay or refinance such indebtedness and to reduce leverage to its long-term target ratio within the anticipated timeframe;
Current report
Sustained high or rising interest rates increasing the Company’s borrowing and refinancing costs;
Current report
The possibility that diligence may not identify previously unknown liabilities of acquired businesses, or that acquisitions or divestitures may not be completed on expected terms or timelines or may be delayed, conditioned or not approved by regulators;
Current report
Organic mix-adjusted ASP represents Organic ASP adjusted to reflect consistent geographic mix between periods and is calculated by comparing Organic ASP for current-period shipments to Organic ASP for shipments in the comparable prior period.
Removed paragraphs (10)
Previous report
Second-quarter aggregates shipment increases were driven by organic growth, full-quarter contributions from the operations acquired in the QUIKRETE transaction and partial-quarter contributions from the New Frontier Materials (NFM) operations following the May 15, 2026 acquisition. Average selling price per ton (ASP) decreased from the prior-year second quarter, primarily reflecting acquisition mix headwinds. Organic ASP increased despite geographic mix headwinds resulting from continued strong organic shipment momentum in the Central and West Divisions where average selling prices are below the Company's average.
Previous report
Other Building Materials revenues increased 12% to $303 million. Gross profit decreased 14% to $34 million due to higher ready mix concrete raw material costs combined with lower organic paving revenues and reduced job margins.
Previous report
Specialties achieved second-quarter revenues of $152 million and gross profit increased 39% to $50 million. These results reflect contributions from the July 2025 Premier Magnesia, LLC acquisition and organic pricing gains across all products.
Previous report
Six Months Ended June 30, 2026
Previous report
Aggregates gross profit for the six months ended June 30, 2026 was impacted by the $73 million charge related to the sale of acquired inventory after its markup to fair market value as part of acquisition accounting as well as higher depreciation, depletion and amortization expense, and declined from the prior-year period.
Previous report
Line of Credit and Trade Receivable Facility
Previous report
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 report
Term Debt
Previous report
In anticipation of the pending transaction with LNA, on July 15, 2026, the Company secured a three-year senior unsecured term loan commitment in an aggregate principal amount of $1.5 billion, further enhancing its financial flexibility and supporting funding certainty for the transaction. No borrowings are anticipated until closing the transaction.
Previous report
Geopolitical risks affecting costs, supply chain, oil and gas prices, including conflict zones such as Iran, Russia- Ukraine, Israel-Middle East and potential China-Taiwan tensions;
Reworded paragraphs (42)
Previous 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.
Current wording
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 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 select vertically integrated 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, 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).
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 operations producing approximately 20 million tons of aggregates 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 assets 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
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.
Current wording
The Company also operates a Specialties business, which represents a separate reportable segment. The Specialties business produces high-calcium lime, dolomitic lime and industrial mineral products, serving a diverse range of end markets, including domestic steel manufacturing, infrastructure, heavy nonresidential construction, glass manufacturing and environmental solutions. The Specialties business also 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.
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 six months ended June 30, 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 nine months ended September 30, 2026.
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 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.
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 most 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
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.
Current wording
All financial and operating results included in this section are for continuing operations and comparisons are to the prior-year third quarter or prior year-to-date period, unless otherwise noted.
Previous wording
The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the three months ended June 30, 2026 and 2025.
Current wording
The following table presents revenues for the Company and its reportable segments by product line for the three months ended September 30, 2026 and 2025.
Previous wording
The following table displays depreciation, depletion and amortization by product line included in the Costs of revenues line item in the consolidated statements of earnings and comprehensive earnings.
Current wording
The following table displays depreciation, depletion and amortization by product line included in the Cost of revenues line item in the consolidated statements of earnings and comprehensive earnings.
Previous 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.
Current wording
Consolidated SG&A for the third quarter of 2026 was 5.6% of revenues compared with 6.0% in the prior-year quarter, as the increase in revenues, including the contributions from acquired operations, outpaced the increase in SG&A expenses.
Previous wording
Net earnings from continuing operations attributable to Martin Marietta were $256 million, or $4.26 per diluted share, in 2026 compared with $292 million, or $4.84 per diluted share, in 2025. Results for 2026 include after-tax charges of $45 million, or $0.74 per diluted share, related to acquisition, divestiture and integration expenses, the impact of selling acquired inventory after markup to fair value as part of acquisition accounting for transactions meeting the Company's threshold for adding back for purposes of Adjusted EBITDA from continuing operations; and an asset and portfolio rationalization charge.
Current wording
Net earnings from continuing operations attributable to Martin Marietta for the third quarter were $256 million, or $3.94 per diluted share, in 2026 compared with $361 million, or $5.97 per diluted share, in 2025. Results include after-tax charges of $99 million, or $1.53 per diluted share for 2026, and $9 million, or $0.15 per diluted share, for 2025, 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 calculating Adjusted EBITDA from continuing operations; and an asset and portfolio rationalization charge (2026 only).
Previous wording
The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the six months ended June 30, 2026 and 2025.
Current wording
The following table presents revenues for the Company and its reportable segments by product line for the nine months ended September 30, 2026 and 2025.
Previous wording
The following table displays depreciation, depletion and amortization by product line included in the Costs of revenues line item in the consolidated statements of earnings and comprehensive earnings.
Current wording
The following table displays depreciation, depletion and amortization by product line included in the Cost of revenues line item in the consolidated statements of earnings and comprehensive earnings.
Previous wording
Aggregates shipments increased, driven by organic growth and contributions from acquired operations. Average selling price (ASP) per ton decreased slightly from the prior-year period, reflecting geographic and acquisition mix headwinds.
Current wording
Aggregates shipments increased 15.4%, driven by organic growth and contributions from acquired operations. ASP per ton decreased slightly from the prior-year period, reflecting acquisition-related mix impacts. Organic ASP increased 1.5%, or 3.1% on a mix-adjusted basis.
Previous 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.
Current wording
Aggregates gross profit for the nine months ended September 30, 2026 decreased, primarily reflecting the $78 million charge associated with the sale of acquired inventory after its markup to fair value as part of acquisition accounting, and higher depreciation, depletion and amortization expense, diesel fuel and energy costs.
Previous wording
Other Building Materials revenues increased 7% to $420 million, while the business posted gross profit of $18 million, a decrease of 11% reflecting reduced paving job margins and higher ready mix concrete raw material costs.
Current wording
Other Building Materials revenues increased 10% to $819 million, and generated gross profit of $82 million, an increase of 9%, reflecting acquisition contributions partially offset by reduced paving job margins and higher ready mixed concrete raw material costs.
Previous 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.
Current wording
Specialties delivered revenues of $656 million and gross profit of $182 million, an increase of 68%. These results reflect contributions from LNA and organic revenue gains partially offset by higher energy costs.
Previous wording
Consolidated SG&A for the six months ended June 30 was 7.5% of revenues in 2026 compared with 8.3% in the prior-year period as revenue growth outpaced the increase in these expenses.
Current wording
Consolidated SG&A for the nine months ended September 30, 2026 was 6.7% of revenues compared with 7.4% in the prior-year period as the increase in revenues, including the contributions from acquired operations, outpaced the increase in SG&A expenses.
Previous 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.
Current wording
For the nine months ended September 30, 2026 and 2025, the effective income tax rates for continuing operations were 21.2% and 20.0%, respectively.
Previous 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.
Current wording
Net earnings from continuing operations attributable to Martin Marietta for the nine months ended September 30, 2026 were $592 million, or $9.55 per diluted share, compared with $757 million, or $12.49 per diluted share, in 2025. Results include after-tax charges of $181 million, or $2.93 per diluted share, for 2026 and $9 million, or $0.15 per diluted share, for 2025, 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 calculating Adjusted EBITDA from continuing operations; an asset and portfolio rationalization charge (2026 only); and the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the QUIKRETE transaction (2026 only).
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 $48 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 assets 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 $101 million in 2025. The 2026 earnings included a $1.4 billion after-tax gain on the divestiture.
Previous 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.
Current wording
Cash provided by operating activities for the nine months ended September 30, 2026 and 2025 was $896 million and $1.2 billion, 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. For the nine months ended September 30, 2026, operating cash flow reflects the higher income tax payments related to the gain on the QUIKRETE transaction.
Previous wording
Cash Used for Investing Activities
Current wording
Cash Provided by/Used for Investing Activities
Previous 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.
Current wording
During the nine months ended September 30, 2026 and 2025, the Company paid $445 million and $602 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 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.
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 nine 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 September 30, 2026, 10.7 million shares of common stock remain available under the Company’s repurchase authorization.
Previous 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.
Current wording
The Credit Agreement and Term Credit Agreement require the Company's ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing twelve months (the Leverage Ratio) to not exceed (a) 4.75x for the first three quarters after closing the LNA Transaction, which occurred on August 21, 2026; (b) 4.25x for the next succeeding three quarters; and (c) 3.75x thereafter, provided further that the Company may exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated without such exclusion does not exceed 4.25x. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, as defined, is reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and cash equivalents, for purposes of the covenant calculation. The Company was in compliance with the Leverage Ratio at September 30, 2026. In the event of a default under the Leverage Ratio, the lenders can terminate the Term Facility, Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.
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 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.
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
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 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.
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 Forms 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and Part II, Item 1A of this Form 10-Q. Management continues to evaluate its exposure to operating risks on an ongoing basis.
Previous 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.
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 “guidance,” “anticipate,” “may,” “expect,” “could,” “should,” “believe,” “estimate,” “forecast,” “project,” “intend,” “outlook,” “plan,” “schedule,” “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
Volatility of fuel and energy costs, including diesel, electricity, natural gas and consumables, like steel, explosives, tires and conveyor belts, as well as natural gas for the Company’s Specialties business;
Current wording
Volatility in fuel and energy costs, including diesel, electricity, natural gas and consumables, like steel, explosives, tires and conveyor belts, as well as natural gas, coal and petroleum coke for the Company’s Specialties business;
Previous wording
Labor relations risks, such as unionization efforts, work stoppages or strikes;
Current wording
Labor relations risks, such as unionization efforts, work stoppages or strikes, including at the Company’s suppliers, railroads and logistics providers;
Previous wording
Unexpected equipment failures, unscheduled maintenance, industrial accident or prolonged production disruption;
Current wording
Unexpected equipment failures, unscheduled maintenance, scheduled or unscheduled kiln outages, industrial accidents, catastrophic events or prolonged production disruption;
Previous wording
Delays or difficulties in securing timely land use approvals or environmental permits amid changing regulatory expectations;
Current wording
Delays or difficulties in securing, renewing or maintaining timely land use approvals, environmental permits or mineral or water rights amid changing regulatory expectations;
Previous wording
Transportation availability and investment in rail infrastructure impacting the movement of materials especially to the Company’s Texas, Southeast and Gulf Coast markets, the movement of essential dolomitic lime to the Company’s Specialties plant in Manistee, Michigan and its customers and the movement of magnesite from its Specialties' Gabbs, Nevada facility to processing plants in North Carolina, Indiana and Pennsylvania and the Company's customers;
Current wording
Transportation availability and investment in rail infrastructure impacting the movement of materials especially to the Company’s Texas, Southeast and Gulf Coast markets, the movement of essential dolomitic lime to the Company’s Specialties plant in Manistee, Michigan and its customers, and the movement of magnesite from the Company's Specialties' Gabbs, Nevada facility to processing plants in North Carolina, Indiana and Pennsylvania and the Company's customers;
Previous wording
Unplanned cost changes or customer realignments affecting earnings, including in the Specialties business;
Current wording
Unplanned cost changes or customer realignments affecting earnings;
Previous wording
Customer concentration in construction markets increasing the risk of potential losses on customer receivables;
Current wording
Customer concentration in construction markets increasing the risk of potential losses on customer receivables and payment delays;
Previous 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;
Current wording
The Company’s ability to obtain 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;
Previous wording
Risks related to executive succession, retention, leadership development critical to strategy execution, including impacts from unexpected leadership changes;
Current wording
Risks related to executive succession, retention and leadership development critical to strategy execution, including impacts from unexpected leadership changes;
Previous wording
New or revised accounting rules could impact financial reporting, asset valuations, or covenant compliance;
Current wording
New or revised accounting rules or changes in the critical accounting estimates and assumptions used by management could impact financial reporting, asset valuations, or covenant compliance;
Previous wording
Downward pressure on the Company’s common stock price affecting goodwill impairment evaluations;
Current wording
Downward pressure on the Company’s common stock price affecting goodwill and other intangible asset impairment evaluations;
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
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 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.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
The following table presents gross profit (loss) for the Company by product line for the three months ended September 30, 2026 and 2025.
Current report — wording carried from elsewhere
Aggregates gross profit for the quarter ended September 30, 2026 decreased, primarily reflecting higher depreciation, depletion and amortization expense and energy-related costs.
Current report — wording carried from elsewhere
foreseeable future and allow the repurchase of shares of the Company’s common stock. At September 30, 2026, the Company had $140 million of unrestricted cash and cash equivalents and $1.4 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 report — wording carried from elsewhere
The issuance of newly issued shares of Martin Marietta common stock as consideration for acquisitions and the resulting dilution to the Company’s existing shareholders;
Current report — wording carried from elsewhere
Potential business uncertainty, including changes to existing business relationships during the integration of acquisitions that could affect financial performance, integration challenges, market conditions, and the impact of M&A transactions on the Company's stakeholders;
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a guarantor, is reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance with the Ratio at June 30, 2026. In the event of a default under the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.
Previous report — wording carried elsewhere
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.