Organization

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 30, 2025, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 390 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, cement, ready mixed concrete, asphalt and paving services, in vertically-integrated structured markets where the Company also has a leading aggregates position. The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are classified as assets held for sale as of September 30, 2025, and their associated financial results are reported as discontinued operations for all periods presented (see Note 2).

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.

The Company’s Building Materials business includes two reportable segments: East Group and West Group.


BUILDING MATERIALS BUSINESS
Reportable Segments	East Group	West Group
Operating Locations	Alabama, Florida, Georgia, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Nova Scotia and The Bahamas	Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming

Products and Services	Aggregates and Asphalt	Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving Services

The Company’s Specialties business (formerly known as the Magnesia Specialties business), which represents a separate reportable segment, has manufacturing facilities in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania. The Specialties business produces high-purity magnesia-based products used in a wide range of environmental, industrial, agricultural and specialty applications, as well as dolomitic lime, which is primarily used as a fluxing agent in domestic steel production and as a key raw material in the Company's magnesia-based products. Dolomitic lime is also used in various other end use applications including soil stabilization.

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 (U.S. 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, 2024. 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 nine months ended September 30, 2025 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. These consolidated financial 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, 2024.

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 September 30, 2025, the Company had restricted cash of $13 million. Of this amount, $9 million 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. The remaining $4 million represents a deposit held in a designated bank account to secure a letter of credit agreement. There was no restricted cash at December 31, 2024.

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:


	September 30,		December 31,
	2025		2024
	(Dollars in Millions)
Cash and cash equivalents	$	57	$	670
Restricted cash		13		—
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows	$	70	$	670

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Loss

Consolidated comprehensive earnings consist of consolidated net earnings, adjustments for the funded status of pension and postretirement benefit plans and foreign currency translation adjustments and are presented in the Company’s consolidated statements of earnings and comprehensive earnings.

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Net earnings attributable to Martin Marietta	$	414	$	363	$	858	$	1,701
Other comprehensive earnings, net of tax		4		2		8		3
Consolidated comprehensive earnings attributable to Martin Marietta	$	418	$	365	$	866	$	1,704

Accumulated other comprehensive loss consists of unrecognized gains and losses related to the funded status of the pension and postretirement benefit plans and foreign currency translation adjustments and is presented on the Company’s consolidated balance sheets.

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


	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Loss
	Three Months Ended September 30, 2025
Balance at beginning of period	$	(7	)	$	(2	)	$	(9	)
Other comprehensive loss before reclassifications, net of tax		—			(1	)		(1	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		5			—			5
Other comprehensive earnings (loss), net of tax		5			(1	)		4
Balance at end of period	$	(2	)	$	(3	)	$	(5	)

	Three Months Ended September 30, 2024
Balance at beginning of period	$	(46	)	$	(2	)	$	(48	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		2			—			2
Other comprehensive earnings, net of tax		2			—			2
Balance at end of period	$	(44	)	$	(2	)	$	(46	)


	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Loss
	Nine Months Ended September 30, 2025
Balance at beginning of period	$	(9	)	$	(4	)	$	(13	)
Other comprehensive earnings before reclassifications, net of tax		—			1			1
Amounts reclassified from accumulated other comprehensive loss, net of tax		7			—			7
Other comprehensive earnings, net of tax		7			1			8
Balance at end of period	$	(2	)	$	(3	)	$	(5	)

	Nine Months Ended September 30, 2024
Balance at beginning of period	$	(48	)	$	(1	)	$	(49	)
Other comprehensive loss before reclassifications, net of tax		—			(1	)		(1	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		4			—			4
Other comprehensive earnings (loss), net of tax		4			(1	)		3
Balance at end of period	$	(44	)	$	(2	)	$	(46	)

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


	Pension and Postretirement Benefit Plans
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Balance at beginning of period	$	40		$	53		$	41		$	54
Tax effect of other comprehensive earnings		(1	)		(1	)		(2	)		(2	)
Balance at end of period	$	39		$	52		$	39		$	52

Reclassifications out of accumulated other comprehensive loss are as follows:


	Three Months Ended					Nine Months Ended						Affected line items in the consolidated
	September 30,					September 30,						statements of earnings
	2025			2024		2025			2024			and comprehensive earnings
	(Dollars in Millions)
Pension and postretirement benefit plans
Settlement charge	$	5		$	—	$	5		$	—
Amortization of:
Prior service cost		1			2		4			5
Actuarial loss		—			—		—			1
		6			2		9			6		Other nonoperating income, net
Tax effect		(1	)		—		(2	)		(2	)	Income tax expense
Total	$	5		$	2	$	7		$	4

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.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(In Millions)
Basic weighted-average common shares outstanding		60.3		61.1		60.5		61.5
Effect of dilutive employee and director awards		0.1		0.2		0.1		0.1
Diluted weighted-average common shares outstanding		60.4		61.3		60.6		61.6

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public entities to disclose, on an annual basis, a tabular tax rate reconciliation using both percentages and currency amounts, disaggregated into specified categories. Certain reconciling items are further disaggregated by nature and jurisdiction to the extent those items exceed a specified threshold. Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign taxes and by individual jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU also requires additional qualitative disclosures. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The ASU will impact the Company's income tax disclosures beginning with the financial statements included in the 2025 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition.

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 any relevant expense caption 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

MARTIN MARIETTA MATERIALS INC 10-Q