UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(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 August 5, 2024 |
Common Stock, $0.01 par value |
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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2024
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Part I. Financial Information: |
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Consolidated Balance Sheets – June 30, 2024 and December 31, 2023 |
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3 |
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Consolidated Statements of Earnings and Comprehensive Earnings – Three and Six Months Ended June 30, 2024 and 2023 |
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4 |
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Consolidated Statements of Cash Flows – Six Months Ended June 30, 2024 and 2023 |
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5 |
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Consolidated Statements of Total Equity – Three and Six Months Ended June 30, 2024 and 2023 |
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6 |
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8 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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26 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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38 |
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38 |
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Part II. Other Information: |
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39 |
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39 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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39 |
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39 |
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39 |
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40 |
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41 |
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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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June 30, |
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December 31, |
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2024 |
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2023 |
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(In Millions, Except Share and 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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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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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 income taxes |
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Accrued other taxes |
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Accrued interest |
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Current maturities of long-term debt |
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Current 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 asset retirement obligations |
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Other noncurrent liabilities |
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Total Liabilities |
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Commitments and contingent liabilities - Note 9 |
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Equity: |
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Common stock, par value $ |
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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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( |
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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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Six Months Ended |
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June 30, |
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June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(In Millions, Except Per Share Data) |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross Profit |
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Selling, general and administrative expenses |
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Acquisition, divestiture and integration expenses |
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Other operating income, net |
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( |
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( |
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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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( |
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Earnings from continuing operations before income |
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Income tax expense |
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Earnings from continuing operations |
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Earnings (Loss) from discontinued operations, net of |
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( |
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Consolidated net earnings |
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Less: Net earnings attributable to noncontrolling interests |
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Net Earnings Attributable to Martin Marietta |
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$ |
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$ |
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$ |
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$ |
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Consolidated Comprehensive Earnings (See Note 1): |
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Earnings attributable to Martin Marietta |
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$ |
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$ |
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$ |
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$ |
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Earnings attributable to noncontrolling interests |
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$ |
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$ |
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$ |
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$ |
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Net Earnings (Loss) Attributable to Martin Marietta |
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Per Common Share: |
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Basic earnings per share from continuing operations |
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$ |
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$ |
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$ |
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$ |
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Basic earnings (loss) per share from discontinued operations |
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( |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share from continuing operations |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings (loss) per share from discontinued |
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( |
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$ |
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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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Six Months Ended |
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June 30, |
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2024 |
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2023 |
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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 |
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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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Noncash asset and portfolio rationalization charge |
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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 |
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Accounts receivable, net |
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( |
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( |
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Inventories, net |
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( |
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( |
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Accounts payable |
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Other assets and liabilities, net |
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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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( |
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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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Other investing activities, net |
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( |
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Net Cash Used for Investing Activities |
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( |
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( |
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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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Dividends paid |
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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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Distributions to owners of noncontrolling interest |
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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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( |
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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 Share and 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 |
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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 March 31, 2024 |
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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, |
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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 |
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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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Shares withheld for employees' |
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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 |
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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 June 30, 2024 |
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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, 2023 |
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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, |
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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 |
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— |
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|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Shares withheld for employees' |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Distributions to owners of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
See accompanying notes to the consolidated financial statements.
Page 6 of 41
(In Millions, Except Share And Per Share Data) |
|
Shares of Common Stock |
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Accumulated |
|
|
Retained Earnings |
|
|
Total Shareholders' Equity |
|
|
Noncontrolling Interests |
|
|
Total Equity |
|
||||||||
Balance at March 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Consolidated net earnings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive earnings, |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Dividends declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Issuances of common stock for stock |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Shares withheld for employees' |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Distributions to owners of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||||||||||||