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Cover and table of contents

10-K 1 d344578d10k.htm FORM 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

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 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact name of registrant as specified in its charter)

North Carolina56-1848578
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2710 Wycliff Road, Raleigh, North Carolina27607-3033
(Address of principal executive offices)(Zip Code)

(919) 781-4550

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Common Stock (par value $.01 per share)New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐ (Do not check if a smaller reporting company)Smaller reporting company☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $8,873,085,696 based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock on the latest practicable date.

ClassOutstanding at February 10, 2017
Common Stock, $.01 par value per share63,067,156 shares

DOCUMENTS INCORPORATED BY REFERENCE

DocumentParts Into Which Incorporated
Excerpts from Annual Report to Shareholders for the Fiscal Year Ended December 31, 2016 (Annual Report)Parts I, II, and IV
Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2017 (Proxy Statement)Part III
Table of Contents

TABLE OF CONTENTS

Page
PART I1
ITEM 1.BUSINESS1
ITEM 1A.RISK FACTORS20
ITEM 1B.UNRESOLVED STAFF COMMENTS37
ITEM 2.PROPERTIES38
ITEM 3.LEGAL PROCEEDINGS43
ITEM 4.MINE SAFETY DISCLOSURES43
EXECUTIVE OFFICERS OF THE REGISTRANT44
PART II44
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES44
ITEM 6.SELECTED FINANCIAL DATA45
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS45
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK46
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA46
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE46
ITEM 9A.CONTROLS AND PROCEDURES46
ITEM 9B.OTHER INFORMATION48
PART III48
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE48
Table of Contents
ITEM 11.EXECUTIVE COMPENSATION48
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS48
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE49
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES49
PART IV49
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES49
ITEM 16.FORM 10-K SUMMARY54
SIGNATURES56
Table of Contents

PART I

Next: Item 1. BUSINESS