MARTIN MARIETTA MATERIALS INC Debt Disclosure
Note G: Debt
December 31 |
|
2025 |
|
|
2024 |
|
||
7% Debentures, due 2025 |
|
$ |
— |
|
|
$ |
125 |
|
3.450% Senior Notes, due 2027 |
|
|
299 |
|
|
|
299 |
|
3.500% Senior Notes, due 2027 |
|
|
493 |
|
|
|
493 |
|
2.500% Senior Notes, due 2030 |
|
|
473 |
|
|
|
472 |
|
2.400% Senior Notes, due 2031 |
|
|
891 |
|
|
|
890 |
|
5.150% Senior Notes, due 2034 |
|
|
739 |
|
|
|
738 |
|
6.25% Senior Notes, due 2037 |
|
|
229 |
|
|
|
228 |
|
4.250% Senior Notes, due 2047 |
|
|
591 |
|
|
|
591 |
|
3.200% Senior Notes, due 2051 |
|
|
851 |
|
|
|
851 |
|
5.500% Senior Notes, due 2054 |
|
|
727 |
|
|
|
726 |
|
Trade Receivable Facility, interest rate of 4.57% at December 31, 2025 |
|
|
30 |
|
|
|
— |
|
Total debt |
|
|
5,323 |
|
|
|
5,413 |
|
Less: current maturities |
|
|
(30 |
) |
|
|
(125 |
) |
Long-term debt |
|
$ |
5,293 |
|
|
$ |
5,288 |
|
On December 1, 2025, the Company used available liquidity to repay the $125 million of 7% Debentures at maturity.
On November 4, 2024, the Company issued $750 million aggregate principal amount of 5.150% Senior Notes due 2034 (the 5.150% Senior Notes due 2034) and $750 million aggregate principal amount of 5.500% Senior Notes due 2054 (the 5.500% Senior Notes due 2054). A portion of the net proceeds of the 5.150% Senior Notes due 2034 and 5.500% Senior Notes due 2054 were used for the repayment of all borrowings outstanding under the Company’s short-term borrowing facilities. The remaining net proceeds were used for general corporate purposes, including acquisitions, land purchases and other capital needs.
The Company’s 3.450% Senior Notes due 2027, 3.500% Senior Notes due 2027, 2.500% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.150% Senior Notes due 2034, 6.25% Senior Notes due 2037, 4.250% Senior Notes due 2047, 3.200% Senior Notes due 2051 and 5.500% Senior Notes due 2054 (collectively, the Senior Notes) are senior unsecured obligations of the Company, ranking equal in right of payment with the Company’s existing and future unsubordinated indebtedness. The Senior Notes, with the exception of the 6.25% Senior Notes due 2037, are redeemable prior to their respective par call dates, as defined, at a make-whole redemption price, and at a price equal to 100% of the principal amount after their respective par call dates and prior to their respective maturity dates. The 6.25% Senior Notes due 2037 are redeemable in whole at any time or in part from time to time at a make-whole redemption price. Upon a change-of-control repurchase event and a resulting below-investment-grade credit rating, the Company would be required to make an offer to repurchase all outstanding Senior Notes at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest.
The Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The principal amount as of December 31, 2025, effective interest rate and maturity date for the Senior Notes are as follows:
|
|
Principal |
|
|
Effective |
|
Maturity Date |
|
3.450% Senior Notes |
|
$ |
300 |
|
|
3.55% |
|
June 1, 2027 |
3.500% Senior Notes |
|
$ |
495 |
|
|
3.61% |
|
December 15, 2027 |
2.500% Senior Notes |
|
$ |
478 |
|
|
2.71% |
|
March 15, 2030 |
2.400% Senior Notes |
|
$ |
896 |
|
|
2.48% |
|
July 15, 2031 |
5.150% Senior Notes |
|
$ |
750 |
|
|
5.33% |
|
December 1, 2034 |
6.25% Senior Notes |
|
$ |
230 |
|
|
6.32% |
|
May 1, 2037 |
4.250% Senior Notes |
|
$ |
598 |
|
|
4.32% |
|
December 15, 2047 |
3.200% Senior Notes |
|
$ |
866 |
|
|
3.29% |
|
July 15, 2051 |
5.500% Senior Notes |
|
$ |
750 |
|
|
5.70% |
|
December 1, 2054 |
The Company has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities, Inc., PNC Bank, N.A., Truist Bank and Wells Fargo Bank, N.A., as Syndication Agents, and the lenders party thereto (the Credit Agreement), which provides for a $800 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of December 21, 2030. Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon the Secured Overnight Financing Rate (SOFR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. Any outstanding principal amounts, together with interest accrued thereon, are due in full on that maturity date. There were no borrowings outstanding under the Revolving Facility as of December 31, 2025 and 2024. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At December 31, 2025 and 2024, the Company had $3 million of outstanding letters of credit issued and $797 million available for borrowing under the Revolving Facility. The Company paid the bank group an upfront loan commitment fee that is being amortized over the life of the Revolving Facility. The Revolving Facility includes an annual facility fee.
The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio any debt incurred in connection with certain acquisitions during the quarter or three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.00x. Additionally, if no amounts are outstanding under the Revolving Facility or the Company's trade receivable securitization facility (discussed later), consolidated debt, as defined, which includes 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 December 31, 2025.
The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility). On September 16, 2025, the Company extended the maturity to September 16, 2026. The Trade Receivable Facility, with Truist Bank, Regions Bank, First Citizens Bank & Trust Company, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined. Borrowings are limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold or contributed to the wholly-owned special-purpose subsidiary. The Company continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to Adjusted Term Secured Overnight Financing Rate (Adjusted Term SOFR), as defined, plus 0.7%. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $600 million.
The Company’s long-term debt maturities for each of the next five years and thereafter are as follows:
(in millions) |
|
|
|
|
2026 |
|
$ |
30 |
|
2027 |
|
|
792 |
|
2028 |
|
|
— |
|
2029 |
|
|
— |
|
2030 |
|
|
473 |
|
Thereafter |
|
|
4,028 |
|
Total |
|
$ |
5,323 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 23, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.