MP Materials Corp. / DEMP
MP Materials Corp. / DE Segments Disclosure
SEGMENT REPORTING
Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer and Chief Operating Officer, collectively, have been identified as the Company’s CODM.
The Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of products, are its two operating segments—Materials and Magnetics (no operating segments have been aggregated).
The Materials segment operates Mountain Pass, which produces rare earth products. The Materials segment currently generates revenue primarily from sales of NdPr oxide and metal, principally sold to customers in Japan, South Korea, and broader Asia. The Materials segment historically also generated revenue from sales of rare earth concentrate, which was primarily sold for further distribution to a single customer in China.
The Magnetics segment operates the Independence Facility, where the Company produces and sells magnetic precursor products and, beginning in December 2025, commenced manufacturing of NdFeB permanent magnets. The first sales of magnetic precursor products, including NdPr metal, were made to GM and began in the first quarter of 2025.
As part of the DoW Transaction Agreements, the Company has undertaken strategic initiatives and commitments that impact its segment operations. For the Materials segment, the PPA will provide a $110 per kg price floor for NdPr Products for ten years, mitigating the risks of commodity price fluctuations associated with NdPr; the DoW Transaction Agreements also support the Company’s efforts to accelerate and extend its HREE refining capability at Mountain Pass. For the Magnetics segment, the Company committed to expand capacity at the Independence Facility and to construct the 10X Facility, while the DoW committed to purchase the entire quantity of magnets produced by the Company at the 10X Facility under the DoW Offtake Agreement. See Note 3, “Public-Private Partnership with U.S. Department of War,” for additional details.
The CODM uses Segment Adjusted EBITDA as management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. This measure enables the CODM to evaluate operational efficiency and segment performance by comparing current results to historical data, while also monitoring variances between actual results and forecasts to inform decisions on capital, personnel and other resource allocations across segments. Segment Adjusted EBITDA is calculated as segment revenues and price protection agreement income less significant segment expenses, specifically, cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense) and selling, general and administrative expenses (excluding stock-based compensation expense), as well as certain other operating expenses (referred to as “other segment items”). Significant segment expenses and other segment items also exclude certain costs that are non-recurring, non-cash or are not related to the segments’ underlying business performance. A reconciliation of total Segment Adjusted EBITDA to consolidated income or loss before income taxes for the years ended December 31, 2025, 2024 and 2023, is included in the tables below.
Certain costs are incurred at the corporate level and are partially allocated to the Company’s segments. These costs generally include shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is based on a combination of metrics deemed to best represent the expected benefit received by the operating segment. The remaining unallocated corporate costs, as well as costs related to executive compensation, investor relations and other corporate costs, are reported within Corporate expenses and other as a reconciling item to our consolidated results. Our allocation methodology is periodically evaluated and may change. The accounting policies for our operating segments are the same as those described in Note 2, “Significant Accounting Policies.”
As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments. The Company does not have any material long-lived assets located outside of the U.S. For all of the periods presented below, the Company’s revenues were derived from U.S.-domiciled operations.
The following tables present the Company’s reportable segment information:
| For the year ended December 31, 2025 | |||||||||||||||||
| (in thousands) | Materials | Magnetics | Total | ||||||||||||||
Revenue from external customers | $ | 157,580 | $ | 66,861 | $ | 224,441 | |||||||||||
Intersegment revenues(1) | 2,789 | — | 2,789 | ||||||||||||||
| 160,369 | 66,861 | 227,230 | |||||||||||||||
Elimination of intersegment revenues(1) | (2,789) | ||||||||||||||||
| Total consolidated revenues | $ | 224,441 | |||||||||||||||
Price protection agreement income | 51,016 | — | |||||||||||||||
| Significant segment expenses: | |||||||||||||||||
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(2) | 159,466 | 28,904 | |||||||||||||||
Selling, general and administrative (excluding stock-based compensation expense)(3) | 33,073 | 11,105 | |||||||||||||||
Other segment items(4) | 2,028 | 403 | |||||||||||||||
Segment Adjusted EBITDA | $ | 16,818 | $ | 26,449 | 43,267 | ||||||||||||
Reconciling items to consolidated loss before income taxes | |||||||||||||||||
Corporate expenses and other(5) | (31,912) | ||||||||||||||||
Elimination of intersegment Adjusted EBITDA(1) | 64 | ||||||||||||||||
| Depreciation, depletion and amortization | (89,267) | ||||||||||||||||
| Interest expense, net | (31,481) | ||||||||||||||||
| Stock-based compensation expense | (30,007) | ||||||||||||||||
Initial start-up costs | (3,339) | ||||||||||||||||
Transaction-related and other costs(6) | (35,965) | ||||||||||||||||
| Accretion of asset retirement and environmental obligations | (1,490) | ||||||||||||||||
Loss on environmental obligation | (259) | ||||||||||||||||
| Loss on disposals of long-lived assets, net | (466) | ||||||||||||||||
| Other income, net | 63,081 | ||||||||||||||||
Loss before income taxes | $ | (117,774) | |||||||||||||||
| Segment capital expenditures | $ | 92,249 | $ | 79,772 | $ | 172,021 | |||||||||||
Other capital expenditures(7) | 354 | ||||||||||||||||
Total capital expenditures for the year ended December 31, 2025 | $ | 172,375 | |||||||||||||||
(1)Relates to NdPr oxide sales made by the Materials segment to the Magnetics segment.
(2)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” was $6.9 million for the year ended December 31, 2025. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(3)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in Corporate expenses and other in the table above. As disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2025, was $22.2 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(4)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.
(5)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated loss before income taxes.
(6)Pertains to legal, consulting, and advisory services, and other costs associated with specific matters or transactions, including $12.7 million of costs incurred in association with the DoW transactions, $11.9 million of costs associated with a construction-related litigation matter and $7.4 million of costs incurred to secure financing.
(7)Includes amounts not allocated to the reportable segments (primarily related to corporate).
| For the year ended December 31, 2024 | |||||||||||||||||
| (in thousands) | Materials | Magnetics | Total | ||||||||||||||
Revenue from external customers | $ | 203,855 | $ | — | $ | 203,855 | |||||||||||
| Total consolidated revenues | $ | 203,855 | |||||||||||||||
| Significant segment expenses: | |||||||||||||||||
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1) | 188,894 | — | |||||||||||||||
Selling, general and administrative (excluding stock-based compensation expense)(2) | 27,655 | 8,441 | |||||||||||||||
Other segment items(3) | 1,454 | 3,783 | |||||||||||||||
| Segment Adjusted EBITDA | $ | (14,148) | $ | (12,224) | (26,372) | ||||||||||||
Reconciling items to consolidated loss before income taxes | |||||||||||||||||
Corporate expenses and other(4) | (23,796) | ||||||||||||||||
| Depreciation, depletion and amortization | (78,057) | ||||||||||||||||
| Interest expense, net | (23,010) | ||||||||||||||||
| Stock-based compensation expense | (23,183) | ||||||||||||||||
| Initial start-up costs | (5,303) | ||||||||||||||||
| Transaction-related and other costs | (8,367) | ||||||||||||||||
| Accretion of asset retirement and environmental obligations | (929) | ||||||||||||||||
| Loss on environmental obligation | (1,998) | ||||||||||||||||
| Loss on disposals of long-lived assets, net | (1,421) | ||||||||||||||||
| Gain on early extinguishment of debt | 52,911 | ||||||||||||||||
| Other income, net | 46,178 | ||||||||||||||||
| Loss before income taxes | $ | (93,347) | |||||||||||||||
| Segment capital expenditures | $ | 106,677 | $ | 79,741 | $ | 186,418 | |||||||||||
Total capital expenditures for the year ended December 31, 2024 | $ | 186,418 | |||||||||||||||
(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” was $3.3 million for the year ended December 31, 2024. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2024, was $19.1 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(3)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.
(4)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated loss before income taxes.
| For the year ended December 31, 2023 | |||||||||||||||||
| (in thousands) | Materials | Magnetics | Total | ||||||||||||||
Revenue from external customers | $ | 253,445 | $ | — | $ | 253,445 | |||||||||||
| Total consolidated revenues | $ | 253,445 | |||||||||||||||
| Significant segment expenses: | |||||||||||||||||
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1) | 88,656 | — | |||||||||||||||
Selling, general and administrative (excluding stock-based compensation expense)(2) | 32,164 | 3,925 | |||||||||||||||
Other segment items(3) | 2,233 | 2,597 | |||||||||||||||
| Segment Adjusted EBITDA | $ | 130,392 | $ | (6,522) | 123,870 | ||||||||||||
Reconciling items to consolidated income before income taxes | |||||||||||||||||
Corporate expenses and other(4) | (21,368) | ||||||||||||||||
| Depreciation, depletion and amortization | (55,709) | ||||||||||||||||
| Interest expense, net | (5,254) | ||||||||||||||||
| Stock-based compensation expense | (25,236) | ||||||||||||||||
| Initial start-up costs | (20,607) | ||||||||||||||||
| Transaction-related and other costs | (11,435) | ||||||||||||||||
| Accretion of asset retirement and environmental obligations | (908) | ||||||||||||||||
| Loss on disposals of long-lived assets, net | (6,326) | ||||||||||||||||
| Other income, net | 56,048 | ||||||||||||||||
| Income before income taxes | $ | 33,075 | |||||||||||||||
| Segment capital expenditures | $ | 164,287 | $ | 95,463 | $ | 259,750 | |||||||||||
Other capital expenditures(5) | 2,147 | ||||||||||||||||
Total capital expenditures for the year ended December 31, 2023 | $ | 261,897 | |||||||||||||||
(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” was $3.9 million for the year ended December 31, 2023. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 18, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2023, was $20.5 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.
(3)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.
(4)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated income before income taxes.
(5)Includes amounts not allocated to the reportable segments (primarily related to corporate).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
About Segments Disclosures
Segment disclosures break a company into its reportable operating units, revealing revenue, profit, and asset allocation that consolidated financial statements obscure. Under ASC 280, segments must match how the chief operating decision maker views the business, providing a window into internal management structure and resource allocation priorities.
Key signals: compare segment margins to identify which units drive profitability and which destroy value. Watch for changes in the number of reportable segments — segment aggregation or disaggregation often coincides with strategic shifts or attempts to obscure declining performance. Intersegment elimination patterns reveal internal pricing practices. The reconciliation between segment totals and consolidated figures exposes corporate overhead allocation and unallocated items. Geographic revenue concentration highlights regulatory and currency exposure. Compare segment-level capital expenditure against segment revenue to assess where management is investing for future growth versus harvesting existing assets.