UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Class |
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Outstanding as of April 28, 2022 |
Common Stock, $0.01 par value |
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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2022
Page 2 of 41
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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2022 |
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2021 |
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(In Millions, Except Par Value Data) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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— |
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Accounts receivable, net |
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Inventories, net |
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Current assets held for sale |
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Other current assets |
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Total Current Assets |
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Property, plant and equipment |
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Allowances for depreciation, depletion and amortization |
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Net property, plant and equipment |
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Goodwill |
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Other intangibles, net |
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Operating lease right-of-use assets, net |
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Noncurrent assets held for sale |
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Other noncurrent assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued salaries, benefits and payroll taxes |
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Accrued other taxes |
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Accrued interest |
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Operating lease liabilities |
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Current liabilities held for sale |
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Other current liabilities |
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Total Current Liabilities |
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Long-term debt |
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Deferred income taxes, net |
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Noncurrent operating lease liabilities |
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Noncurrent liabilities held for sale |
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Other noncurrent liabilities |
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Total Liabilities |
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Equity: |
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Common stock, par value $ outstanding at March 31, 2022 and December 31, 2021) |
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Preferred stock, par value $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total Shareholders' Equity |
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Noncontrolling interests |
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Total Equity |
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Total Liabilities and Equity |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 3 of 41
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(In Millions, Except Per Share Data) |
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Products and services revenues |
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$ |
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$ |
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Freight revenues |
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Total Revenues |
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Cost of revenues - products and services |
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Cost of revenues - freight |
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Total Cost of Revenues |
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Gross Profit |
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Selling, general & administrative expenses |
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Acquisition and integration expenses |
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Other operating income, net |
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Earnings from Operations |
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Interest expense |
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Other nonoperating income, net |
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Earnings from continuing operations before income tax expense |
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Income tax expense |
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Earnings from continuing operations |
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Loss from discontinued operations, net of income tax benefit |
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— |
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Consolidated net earnings |
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Less: Net (loss) earnings attributable to noncontrolling interests |
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Net Earnings Attributable to Martin Marietta Materials, Inc. |
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$ |
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$ |
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Consolidated Comprehensive (Loss) Earnings: |
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(Loss) Earnings attributable to Martin Marietta Materials, Inc. |
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$ |
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$ |
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(Loss) Earnings attributable to noncontrolling interests |
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$ |
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$ |
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Net Earnings (Loss) Attributable to Martin Marietta Materials, Inc. |
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Per Common Share: |
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Basic from continuing operations attributable to common shareholders |
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$ |
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$ |
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Basic from discontinued operations attributable to common shareholders |
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— |
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$ |
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$ |
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Diluted from continuing operations attributable to common shareholders |
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$ |
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$ |
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Diluted from discontinued operations attributable to common shareholders |
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— |
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$ |
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$ |
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Weighted-Average Common Shares Outstanding: |
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Basic |
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Diluted |
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See accompanying notes to the consolidated financial statements.
Page 4 of 41
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(Dollars in Millions) |
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Cash Flows from Operating Activities: |
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Consolidated net earnings |
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$ |
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$ |
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Adjustments to reconcile consolidated net earnings to net cash provided by operating activities: |
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Depreciation, depletion and amortization |
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Stock-based compensation expense |
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Gain on divestitures and sales of assets |
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( |
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( |
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Deferred income taxes, net |
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( |
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Other items, net |
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( |
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( |
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Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
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Accounts receivable, net |
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Inventories, net |
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( |
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Accounts payable |
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Other assets and liabilities, net |
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( |
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( |
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Net Cash Provided by Operating Activities |
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Cash Flows from Investing Activities: |
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Additions to property, plant and equipment |
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Acquisitions, net of cash acquired |
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— |
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Proceeds from divestitures and sales of assets |
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Investments in life insurance contracts, net |
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— |
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Other investing activities, net |
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— |
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Net Cash Used for Investing Activities |
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Cash Flows from Financing Activities: |
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Payments on finance lease obligations |
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( |
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( |
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Repurchases of common stock |
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( |
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— |
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Dividends paid |
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( |
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Proceeds from exercise of stock options |
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Shares withheld for employees' income tax obligations |
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( |
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( |
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Net Cash Used for Financing Activities |
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( |
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( |
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Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash |
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Cash, Cash Equivalents and Restricted Cash, beginning of period |
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Cash, Cash Equivalents and Restricted Cash, end of period |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 5 of 41
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY
(In Millions, Except Per Share Data) |
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Shares of Common Stock |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive Loss |
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Retained Earnings |
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Total Shareholders' Equity |
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Noncontrolling Interests |
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Total Equity |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Consolidated net earnings |
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— |
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— |
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— |
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— |
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Other comprehensive earnings, net of tax |
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— |
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— |
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— |
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— |
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— |
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Dividends declared ($ |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Issuances of common stock for stock award plans |
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— |
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— |
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— |
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— |
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Shares withheld for employees' income tax obligations |
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— |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Consolidated net earnings (loss) |
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— |
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— |
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— |
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— |
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( |
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Other comprehensive loss, net of tax |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Dividends declared ($ |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Issuances of common stock for stock award plans |
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— |
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— |
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— |
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— |
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Shares withheld for employees' income tax obligations |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Repurchases of common stock |
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( |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 6 of 41
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
Significant Accounting Policies |
Organization
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of March 31, 2022, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately
The Company’s Building Materials business includes
BUILDING MATERIALS BUSINESS |
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Reportable Segments |
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East Group |
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West Group |
Operating Locations |
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Alabama, Florida, Georgia, Indiana, |
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Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah,
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Product Lines |
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Aggregates and Asphalt |
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Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving |
The Company’s Magnesia Specialties business, which represents a separate reportable segment, has manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications, and dolomitic lime sold primarily to customers in the steel and mining industries.
Basis of Presentation
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, 2021. 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 months ended March 31, 2022 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2021 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
Page 7 of 41
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
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.
Consolidated Comprehensive (Loss) Earnings and Accumulated Other Comprehensive Loss
Consolidated comprehensive (loss) earnings and accumulated other comprehensive loss 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.
Comprehensive (loss) earnings attributable to Martin Marietta is as follows:
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(Dollars in Millions) |
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Net earnings attributable to Martin Marietta |
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$ |
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$ |
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Other comprehensive (loss) earnings, net of tax |
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( |
) |
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Comprehensive (loss) earnings attributable to Martin Marietta |
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$ |
( |
) |
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$ |
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|
Changes in accumulated other comprehensive loss, net of tax, are as follows:
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(Dollars in Millions) |
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Pension and Postretirement Benefit Plans |
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Foreign Currency |
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Total |
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Three Months Ended March 31, 2022 |
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Balance at beginning of period |
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$ |
( |
) |
|
$ |
— |
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$ |
( |
) |
Other comprehensive (loss) earnings before reclassifications, net of tax |
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( |
) |
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( |
) |
Amounts reclassified from accumulated other comprehensive loss, net of tax |
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— |
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Other comprehensive (loss) earnings, net of tax |
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( |
) |
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