Martin Marietta Materials Inc: Form 10-Q for the period ended Jun 30, 2025

OVERVIEW

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of June 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 cement and downstream products, namely, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a leading 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, cement and ready mixed concrete and asphalt and paving 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

The Building Materials business is significantly affected by weather patterns, seasonal changes and other climate-related conditions. Production and shipment levels for aggregates, cement, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Excessive rainfall, drought, wildfire and extreme hot and cold temperatures can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.

The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based products used in a wide range of industrial, agricultural and environmental 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.

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CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes to the Company’s critical accounting policies during the six months ended June 30, 2025.

RESULTS OF OPERATIONS

Earnings before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition, divestiture and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting (the Inventory Markup); nonrecurring gain on divestiture; and noncash asset and portfolio rationalization charge, or Adjusted EBITDA, is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. The Company has elected to add back, for purposes of its Adjusted EBITDA calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million.

Adjusted EBITDA is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations or operating cash flow. Since Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA as presented by the Company may not be comparable with similarly titled measures of other companies.

The following table presents a reconciliation of net earnings attributable to Martin Marietta to Adjusted EBITDA:

(Dollars in Millions)

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Quarter Ended June 30, 2025

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, 2025 and 2024. Gross profit (loss) is also presented as a percentage of revenues of the Company, the relevant segment or the product line, as the case may be.

(Dollars in Millions)

(Dollars in Millions)

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Building Materials Business

The following table presents shipment data for the Building Materials business:

(In Millions)

Second-quarter aggregates shipments decreased 0.6% to 52.7 million tons as wet weather in May 2025 and continued residential market softness across Southeast, Southwest and Midwest markets more than offset contributions from acquisitions. Pricing momentum continued as average selling price (ASP) increased 7.4% to $23.21 per ton.

Aggregates gross profit increased 9% from the prior-year quarter to $430 million and gross margin expanded 94 basis points to 33%, driven by organic pricing growth in excess of cost increases. Aggregates gross profit per ton increased 10% to $8.16. 2024 aggregates gross profit included a $20 million Inventory Markup charge associated with the Blue Water Industries LLC acquisition (the BWI Southeast acquisition; see Note 2 to the unaudited consolidated financial statements).

Cement and ready mixed concrete revenues decreased 6% to $245 million compared with the prior-year quarter due primarily to slower residential demand. Gross profit decreased 25% to $54 million due to higher ready mix raw material costs.

Asphalt and paving revenues decreased 7% from the prior-year quarter to $228 million, driven by lower asphalt shipments in Colorado and Minnesota and the sale of the California paving business in April 2025. Gross profit decreased 8% to $33 million due to reduced operating leverage stemming from lower shipments.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 1% quarter-over-quarter as volumes to several highway and Hurricane Helene relief projects were offset by inclement weather in several of the Company's key markets. The infrastructure market accounted for 37% of second-quarter aggregates shipments.

Aggregates shipments to the nonresidential market were flat, reflecting contributions from distribution and data centers in the Southeast and Southwest, offset by delayed project starts in Texas. The nonresidential market represented 35% of second-quarter aggregates shipments.

Aggregates shipments to the residential market decreased 4%, driven by continued general softness in single-family housing resulting from affordability headwinds. The residential market accounted for 23% of second-quarter aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of second-quarter aggregates shipments. Volumes to this end use market were flat quarter-over-quarter.

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Magnesia Specialties Business

Magnesia Specialties second-quarter revenues of $90 million increased 12% while gross profit increased 32% to $36 million, and gross margin improved 605 basis points to 40% due to higher prices, improved lime shipments and operational reliability and efficiency gains.

Consolidated Operating Results

Consolidated SG&A for the second quarter of 2025 was 6.0% of revenues compared with 6.7% in the prior-year quarter resulting from lower stock compensation expense.

Net earnings attributable to Martin Marietta were $328 million, or $5.43 per diluted share, in 2025 compared with $294 million, or $4.76 per diluted share, in 2024. 2024 included an after-tax charge of $15 million, or $0.24 per diluted share, for the Inventory Markup and an after-tax charge of $16 million, or $0.26 per diluted share, for acquisition and integration expenses related to the BWI Southeast acquisition.

Six Months Ended June 30, 2025

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the six months ended June 30, 2025 and 2024. Gross profit (loss) is also presented as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

(Dollars in Millions)

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(Dollars in Millions)

Building Materials Business

The following table presents shipment data for the Building Materials business:

(In Millions)

Year-to-date aggregates shipments increased 2.3%, due to contributions from acquisitions, partially offset by adverse weather across many Southeast, Southwest and Midwest markets. Aggregates average selling price per ton of $23.45 increased 7.2% due to strong realization of the cumulative effects of 2024 and 2025 price increases. Aggregates gross profit improved 15% to $726 million, driven by organic pricing growth in excess of cost increases and margin-accretive acquisitions.

Cement and ready mixed concrete revenues decreased 9% to $477 million, primarily attributable to slower residential demand, weather-driven delays and the February 2024 divestiture of the South Texas cement business and certain of its related ready mixed concrete operations (the Divestiture; see Note 2 to the unaudited consolidated financial statements). Gross profit decreased 25% to $78 million, compared with the prior-year period, reflecting lower revenues and higher raw material costs.

Asphalt and paving revenues increased 2% to $308 million. Gross profit decreased 27% to $11 million, compared with the prior-year period, as the combination of lower asphalt shipments and higher raw materials costs more than offset pricing growth.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 2% as contributions from operations acquired more than offset weather-driven project delays. The infrastructure market accounted for 35% of year-to-date aggregates shipments.

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Aggregates shipments to the nonresidential market increased 2%, reflecting contributions from acquired operations and increased data center shipments that more than offset wet weather in many of the Company's markets. The nonresidential market represented 36% of year-to-date aggregates shipments.

Aggregates shipments to the residential market increased 1%, driven by contributions from acquired operations. The Company continues to experience demand softness in single-family housing within most markets, however, demographic trends and undersupply, particularly in key Sunbelt markets, remain intact. The residential market accounted for 24% of year-to-date aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments. Volumes to this end use market increased 9% year-to-date due to robust agricultural lime and ballast shipments.

Magnesia Specialties Business

Magnesia Specialties year-to-date revenues of $178 million increased 10% and gross profit increased 32% to $74 million, due to improved lime shipments, strong pricing improvement and continued cost discipline.

Consolidated Operating Results

Consolidated SG&A for the six months ended June 30 was 7.6% of revenues compared with 7.8% in the prior-year period.

For the six months ended June 30, consolidated other operating income, net, was $16 million in 2025 and $1.3 billion in 2024. The 2024 amount included a $1.3 billion pretax gain on the Divestiture, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge (the Rationalization Charge; see Note 13 to the unaudited consolidated financial statements).

For the six months ended June 30, other nonoperating income, net, was $20 million and $46 million in 2025 and 2024, respectively, with the decrease resulting from lower interest income.

For the six months ended June 30, 2025 and 2024, the effective income tax rates were 20.5% and 25.0%, respectively. The higher 2024 effective income tax rate versus 2025 was driven by the Divestiture, which reflected the write-off of certain nondeductible goodwill and was treated as a discrete tax event.

For the six months ended June 30, net earnings attributable to Martin Marietta were $444 million, or $7.31 per diluted share, in 2025 compared with $1.3 billion, or $21.66 per diluted share, in 2024. 2024 included an after-tax gain of $976 million, or $15.79 per diluted share, on the Divestiture, an after-tax loss of $37 million, or $0.61 per diluted share, for the Rationalization Charge, an after-tax charge of $15 million, or $0.24 per diluted share, for the Inventory Markup and after-tax acquisition, divestiture and integration expenses of $29 million, or $0.47 per diluted share, related to the BWI Southeast acquisition and the Divestiture.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the six months ended June 30, 2025 and 2024 was $605 million and $173 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. Additionally, in 2024, operating cash flow reflects deducting the nonrecurring gain on the Divestiture and adding back the noncash Rationalization Charge. 2024 operating cash flow also included higher income tax payments resulting from the taxable gain associated with the Divestiture.

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The Internal Revenue Service has provided certain disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, which allows the Company to defer estimated federal and certain state income, payroll and excise tax payments for the period from August 2024 through September 2025. The deferred obligation will be due September 25, 2025. The Company deferred income tax payments of $150 million under this provision as of June 30, 2025.

The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 2024 net cash provided by operating activities was $1.5 billion.

During the six months ended June 30, 2025 and 2024, the Company paid $412 million and $339 million, respectively, for additions to property, plant and equipment.

In February 2024, the Company received pretax cash proceeds of $2.1 billion from the Divestiture. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC.

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 2025, the Company repurchased 910,831 shares of common stock at an average price of $494.04 and an aggregate cost of $450 million. At June 30, 2025, 11.0 million shares of common stock remain under the Company’s repurchase authorization.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 17, 2025. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2029. 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 4.00 times. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a guarantor, shall be reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance with the Ratio at June 30, 2025. In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.

Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, 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, 2025, there were no amounts outstanding under the Trade Receivable Facility or under the Revolving Facility, and the Company had $1.2 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities.

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TRENDS AND RISKS

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2024. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

OTHER MATTERS

If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Company’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Company’s proxy statement for the May 15, 2025 annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Company’s website at www.martinmarietta.com (http://www.martinmarietta.com) and are also available at the SEC’s website at www.sec.gov (http://www.sec.gov). You may also write or call the Company’s Corporate Secretary, who will provide copies of such reports.

Investors are cautioned that all statements in this Form 10-Q that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They 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 turn out to be wrong.

The Company’s outlook is subject to risks and uncertainties and is based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q include, but are not limited to:

• the ability of the Company to face challenges, including shipment declines resulting from economic and weather events beyond the Company's control;
• a widespread decline in aggregates pricing, including a decline in aggregates shipment volume negatively affecting aggregates price;
• the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price fluctuations;
• the termination, capping and/or reduction or suspension of the federal and/or state fuel tax(es) or other revenue related to public construction;
• the impact of the new Administration on the amount available under and timing of federal and state infrastructure spending;
• the level and timing of federal, state or local transportation or infrastructure or public projects funding and any issues arising from such federal and state budgets, most particularly in Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa;
• the United States Congress’ inability to reach agreement among themselves or with the Executive Branch on policy issues that impact the federal budget;
• the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures;
• levels of construction spending in the markets the Company serves;
• a reduction in defense spending and the subsequent impact on construction activity on or near military bases;

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• a decline in energy-related construction activity resulting from a sustained period of low global oil prices or changes in oil production patterns or capital spending in response to such a decline, particularly in Texas;
• sustained high mortgage interest rates and other factors that have resulted in a slowdown in private construction in some geographies;
• unfavorable weather conditions, particularly Atlantic Ocean, Pacific Ocean and Gulf Coast storm and hurricane activity, wildfires, the late start to spring or the early onset of winter and the impact of a drought, excessive rainfall or extreme temperatures in the markets served by the Company, any of which can significantly affect production schedules, volumes, product and/or geographic mix and profitability;
• the volatility of fuel and energy costs, particularly diesel fuel, electricity, natural gas and the impact on the cost, or the availability generally, of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Company’s Magnesia Specialties business, natural gas;
• continued increases in the cost of other repair and supply parts;
• construction labor shortages and/or supply chain challenges;
• labor relations risks, including unionization efforts, work stoppages or strikes, particularly in jurisdictions with increasing labor advocacy and evolving labor law frameworks;
• workforce demographics-related risks, including difficulty recruiting and retaining skilled employees, particularly for physically demanding roles in rural or less-populated markets;
• unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to production facilities;
• the resiliency and potential declines of the Company's various construction end-use markets;
• the potential negative impacts of outbreak of diseases, epidemic or pandemic, or similar public health threat, or fear of such event, and its related economic or societal response, including any impact on the Company's suppliers, customers or other business partners as well as on its employees;
• the performance of the United States economy;
• Governmental regulation, including environmental laws and climate change regulations at both the state and federal levels;
• future implementation of emissions-based taxes or carbon-pricing schemes and/or more stringent state or federal climate-related regulatory requirements that may materially increase cement operating costs or restrict cement production capacity;
• difficulty in securing timely land use approvals or environmental permits for development, expansion, or ongoing operations in the face of potentially shifting public and regulatory expectations;
• the outcome of environmental or land use-related proceedings, or increased costs associated with regulatory obligations linked to resource extraction, including site reclamation;
• transportation availability or a sustained reduction in capital investment by the railroads, notably the availability of railcars, locomotive power and the condition of rail infrastructure to move trains to supply the Company’s Texas, Southeast and Gulf Coast markets, including the movement of essential dolomitic lime for magnesia chemicals to the Company’s plant in Manistee, Michigan and its customers;
• increased transportation costs, including increases from higher or fluctuating passed-through energy costs or fuel surcharges, and other costs to comply with tightening regulations, as well as higher volumes of rail and water shipments;
• availability of trucks and licensed drivers for transport of the Company’s materials;
• availability and cost of construction equipment in the United States;
• weakening in the steel industry markets served by the Company’s dolomitic lime products;

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• potential impact on costs, supply chain, oil and gas prices, or other matters relating to geopolitical conflicts, including the war between Russia and Ukraine, the war in Israel and related conflict in the Middle East and any potential conflict between China and Taiwan;
• trade disputes with one or more nations impacting the U.S. economy, including the impact of tariffs;
• unplanned changes in costs or realignment of customers that introduce volatility to earnings, including that of the Magnesia Specialties business;
• proper functioning of information technology and automated operating systems to manage or support operations;
• risks associated with third-party technology vendors, including exposure to cybersecurity vulnerabilities or service outages due to reliance on external software platforms or IT infrastructure;
• inflation and its effect on both production and interest costs;
• the concentration of customers in construction markets and the increased risk of potential losses on customer receivables;
• the impact of the level of demand in the Company’s end-use markets, production levels and management of production costs on the operating leverage and therefore profitability of the Company;
• risks related to our pending Quikrete transaction, including the ability to obtain regulatory approvals, satisfy closing conditions, transaction costs, integration challenges, market conditions, and the impact of the pending transaction on the Company’s stakeholders;
• the possibility that the expected synergies from acquisitions will not be realized or will not be realized within the expected time period, including achieving anticipated profitability to maintain compliance with the Company’s leverage ratio debt covenants;
• the strategic benefits, outlook, performance and opportunities expected as a result of acquisitions and portfolio optimization will not be realized;
• risks related to executive succession planning, retention and development of leadership talent critical to strategic execution, including potential adverse effects in the event of unexpected transitions or departures;
• changes in tax laws, the interpretation of such laws and/or administrative practices, including acquisitions or divestitures, that would increase the Company’s tax rate;
• violation of the Company’s debt covenants if price and/or volumes return to previous levels of instability;
• cybersecurity risks;
• downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations;
• the possibility of a reduction of the Company’s credit rating to non-investment grade; and
• other risk factors listed from time to time found in the Company’s filings with the SEC.

You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.

INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2024, by writing to:

Martin Marietta

Attn: Corporate Secretary

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4123 Parklake Avenue

Raleigh, North Carolina 27612

Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 510-4736

Website address: www.martinmarietta.com (http://www.martinmarietta.com)

Information included on the Company’s website is not incorporated into, or otherwise creates a part of, this report.

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The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs.

Management has considered the current economic environment and its potential impact to the Company's business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain affordable financing for construction projects or if consumer confidence is eroded by economic uncertainty.

Demand in the nonresidential and residential construction markets, which combined accounted for 60% of aggregates shipments for the six months ended June 30, 2025, is affected by interest rates. While unchanged since December 31, 2024, the target federal funds rate remains above historical levels.

Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates and changes in enacted tax laws.

Variable-Rate Borrowing Facilities. At June 30, 2025, the Company had an $800 million Revolving Facility and a $400 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. There were no borrowings outstanding on either facility at June 30, 2025. However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rate risk.

Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Income Tax. Any changes in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could materially impact the Company’s effective tax rate, tax payments, cash flow, financial condition and results of operations.

Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal and petroleum coke, represent significant production costs of the Company. The Company may be unable to pass along increases in the costs of energy to customers in the form of price increases for the Company’s products. The cement product line and Magnesia Specialties business each have varying fixed-price agreements for a portion of their 2025 energy requirements. A hypothetical 10% change in the Company’s energy prices in 2025 as compared with 2024, assuming comparable volumes, would change 2025 energy expense by $32 million.

Evaluation of Disclosure Controls and Procedures. As of June 30, 2025, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2024.