Martin Marietta Materials (MLM) 10-K risk factor changes: FY2016 vs FY2015

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the factors listed below, along with the discussion of “Competition” under Item 1 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 of this Form 10-K and the [removed: 2015] [added: 2016] Annual Report, and “Note A: Accounting Policies” and “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” of the [removed: 2015] [added: 2016] Financial Statements included under Item 8 of this Form 10-K and the [removed: 2015] [added: 2016] Annual Report.

Several of our top sales [added: generating] states, from time-to-time, stop or slow bidding projects in their transportation departments.

We sell most of our [removed: aggregate] [added: aggregates] products, our primary business, and our cement products, to the construction industry, so our results depend on the strength of the construction industry.

Construction spending [removed: was] [added: is] affected by economic conditions, changes in interest rates, demographic and population shifts, and changes in construction spending by federal, state, and local governments.

The [removed: recent economic recession] [added: Great Recession] was an example, and our business [removed: was hurt.][added: suffered.]

We experienced this situation with the [removed: recent economic recession.][added: Great Recession.]

The [removed: historic economic recession] [added: Great Recession] resulted in large declines in shipments of aggregate products in our industry.

For the last [removed: four] [added: five] years, our aggregates shipments have increased, reflecting [removed: a certain degree] [added: degrees] of [removed: volume] stability and modest growth.

During [removed: 2015] [added: 2016] our [removed: heritage] aggregates shipments showed [removed: 2.1%] [added: 1.4%] improvement compared with [removed: 2014] [added: 2015] levels, after a [removed: 7.5%] [added: 2.1%] increase the prior year.

This improvement was made in [removed: 2015] [added: 2016] despite [removed: the impact of historic] [added: significant] levels of rainfall in many of our major markets.

While historical spending on public infrastructure projects has been comparatively more stable as governmental appropriations and expenditures are typically less interest rate-sensitive than private sector spending, [removed: during 2015 the unprecedented] [added: we experienced a slight retraction in aggregates shipments to this infrastructure market after] uncertainty [removed: on both] [added: regarding] the [removed: timing and amount] [added: solvency] of [removed: future long-term] [added: the] federal [removed: infrastructure funding had negatively affected spending on public infrastructure projects.][added: highway bill in 2014.]

This [removed: uncertainty] [added: time lag with commencement of federal infrastructure funding] was accompanied by a reduction in some states’ investment in highway maintenance.

After a decade of 36 short-term funding provisions, a five-year, $305 billion highway bill, _Fixing [removed: America’s] [added: America__’__s] Surface Transportation Act_ [removed: (“FAST] [added: (the “FAST] Act”), was signed into law [removed: on December 4,] [added: in late] 2015.

[added: The] FAST Act funding [removed: will] [added: is] primarily [removed: be] secured through gas tax collections.

[removed: Additionally,] [added: During the past 24 months,] many states have [removed: recently shown] [added: taken on] a [removed: commitment to securing alternative] [added: significantly larger role in] funding [removed: sources,] [added: infrastructure investment,] including initiating special-purpose taxes and raising gas taxes.

Supported by state spending programs, our aggregates shipments to the infrastructure construction market [removed: increased 5%] [added: declined 4%] in [removed: 2015] [added: 2016] compared to an increase of [removed: 12%] [added: 5%] in [removed: 2014] [added: 2015] compared with [removed: 2013.][added: 2014.]

In [removed: 2015, 41%] [added: 2016, 39%] of our product line aggregates shipments were to the infrastructure construction market.

In [removed: 2015,] [added: 2016,] construction growth was driven by private-sector activity.

The Dodge Momentum Index, a 12-month leading indicator of construction spending for nonresidential building compiled by McGraw Hill Construction and where the year 2000 serves as an index basis of 100, remained strong and was [removed: 125.2] [added: at an eight-year high of 136.7] in December [removed: 2015.][added: 2016, a 9% increase over prior year, signaling continued growth in nonresidential construction..]

Our aggregates volumes to the nonresidential construction market accounted for 32% of our [removed: 2015] [added: 2016] aggregates product line shipments and increased 3% compared with [removed: 2014.][added: 2015.]

[removed: Our aggregates shipments to the] [added: The] residential construction market [removed: increased 20%] [added: accounted for 21% of our aggregates product line shipments] in [removed: 2015.][added: 2016.]

[removed: Furthermore, housing] [added: Housing] starts, a key indicator for residential construction activity, [removed: continues] [added: continue] to show year-over-year improvement.

While [removed: 2015 represented the second year that] starts exceeded one million [removed: since 2008,] [added: in 2016,] they still remain below the 50-year historical annual average of 1.5 million units.

Importantly, [removed: 2015] [added: 2016] housing starts exceeded completions, a trend expected to continue in [removed: 2016.][added: 2017.]

Shipments of chemical rock (comprised primarily of high-calcium carbonate material used for agricultural lime and flue gas desulfurization) and ballast product sales (collectively “ChemRock/Rail”) accounted for [removed: 10%] [added: 8%] of our aggregates shipments [removed: and increased 10%] in [removed: 2015.][added: 2016.]

The Cement business was acquired from TXI [removed: on July 1,] [added: in] 2014.

[removed: The] [added: Its] net sales of [removed: $367.6] [added: $364.4] million for [removed: 2015] [added: 2016] reflected the Company’s leading position in the Texas market.

[removed: So] [added: Accordingly,] our business is dependent on the level of federal, state, and local spending on these projects.

This increase in overall public works spending in [removed: 2015] [added: 2016] demonstrates the commitment of states to address the underlying demand for infrastructure investment.

The [removed: most recent] [added: current] federal highway bill passed in [removed: December] [added: late] 2015, the FAST Act, after a decade of 36 short-term funding provisions, reauthorizes federal highway and transportation funding [removed: programs and stabilizes the Highway Trust Fund.][added: programs.]

The FAST Act also changes [removed: TIFIA] [added: the _Transportation Infrastructure and Innovation Act_ (“TIFIA”)] funding, a federal alternative funding mechanism for transportation projects.

Under the FAST Act TIFIA funding [removed: will range] [added: ranges] from $275 million to $300 million, and [removed: will] no longer [removed: require] [added: requires] the 20% matching funds from state departments of transportation.

[removed: Therefore, timely] [added: Timely] Congressional action is needed to address the funding mechanism for the Highway Trust Fund.

[added: We also cannot be assured of the impact of the recent] sharp reduction in gasoline prices on the levels of highway user taxes that might be collected in the future and the corresponding levels of funding to the Highway Trust Fund.

Most state budgets, including North Carolina, began to improve in 2014 and [removed: 2015] [added: later years] as increased tax revenues helped states resolve budget deficits.

For example, [removed: the] Texas voters in 2014 approved use of the [removed: state’s] [added: State’s] oil and gas production tax collections for annual disbursements to the State Highway Fund.

But those markets [added: that are] heavily dependent on the energy sector, namely Oklahoma and West Virginia, [removed: may result in recessions in those areas,] [added: may,] with the decrease in oil production, [added: experience recessions or continued recessions,] which would [removed: hurt] [added: adversely impact] our business.

_Our [removed: aggregates] [added: Aggregates] business is seasonal and subject to the [removed: weather_.][added: weather._]

Since the [added: heavy] construction business is conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business.

Weather-related hindrances were exacerbated [removed: in 2015] [added: over the last two years] by record precipitation in many of our key markets.

However, volumes are still below historically normal levels.

We were not able to get any certainty on the availability of federal infrastructure funding until late 2015, but the funding that was enacted had very little impact during 2016.

While the FAST Act did not impact 2016 highway spending in a meaningful way, the overall highway spending in the United States did increase in 2016, showing the willingness of many states to address underlying demand for this type of spending.

That said, the Company expects to continue to experience gains in the residential market.

According to the U.S. Census Bureau, spending for the private nonresidential construction market increased 8% in 2016 compared with 2015.

Historically, half of the Company’s nonresidential construction shipments have been used for office and retail projects, while the remainder has been used for heavy industrial and capacity-related projects, including energy-sector projects, namely development of shale-based natural gas fields.

However, low oil prices in the latter part of 2015 and throughout 2016 has suppressed shale exploration activity.

In 2016, the Company shipped approximately 1.5 million tons to the energy-sector compared with approximately 3.6 million tons in 2015.

The Company’s exposure to residential construction is typically split evenly between aggregates used in the construction of subdivisions (including roads, sidewalks, and storm and sewage drainage) and aggregates used in new home construction.

Therefore, the timing of new subdivision starts, as well as new home starts, equally affects residential volumes.

Private residential construction spending increased 5% in 2016 compared with 2015, according to the U.S. Census Bureau.

Ballast shipments declined in 2016 due to lower railroad activity, correlating with lower energy-related rail shipments.

Drier weather and favorable operating conditions led to increased shipments of agricultural limestone in 2016 over 2015.

Weather conditions in 2015 were abnormally wet, limiting field applications and influencing customers to defer their purchases.

The existence of future federal infrastructure funding was resolved near the end of 2015 with the passage of the FAST Act.

While the total value of United States overall public-works spending increased in 2016, federal funding through the FAST Act did not impact highway spending in any meaningful way.

We expect to see meaningful impact from the FAST Act funding beginning in 2017, along with increased infrastructure spending at the state level.

Moreover, President Trump has proposed additional investment over the next decade to rebuild the country’s infrastructure.

Any such measures will require Congressional approval.

Additionally, in November 2015, voters passed Proposition 7, a constitutional

amendment that will provide for funding for non-toll roads.

Proposition 7 is estimated to provide an additional $2.0 billion of annual funding for non-toll roads beginning in fiscal 2018 and is expected to increase after 2019.

On November 8, 2016, Texas voters approved $990 million of additional statewide transportation funding, including a $720 million transportation bond in Austin.

In North Carolina, voters approved all transportation referendums during the November 2016 elections, totaling $1.2 billion of additional funding.

During the past 24 months, many states have taken on a significantly larger role in funding infrastructure investment, including initiating special-purpose taxes and raising gas taxes.

Extremely wet conditions continued in 2016 in many of our key markets, especially in Texas, with the year ranking the 18th wettest year in the state’s recorded history per NOAA.

Further, since March 2015, Texas and surrounding regions have experienced 18 major flood events.

These weather events reduced the Company’s overall profitability in 2016 and 2015, so our results for those years, or in comparison to other years, may not be indicative of our future operating results.

The Company’s operations in the southeastern and Gulf Coast regions of the United States and the Bahamas are at risk for hurricane activity, most notably in August, September and October.

In October 2016, rainfall along the eastern seaboard of the United States from Hurricane Matthew, a category-5 hurricane, approximated 13.6 trillion gallons.

Additionally, Hurricane Matthew was the first major hurricane on record to make landfall in the Bahamas, where the Company has a facility.

However, certain Federal Reserve members have predicted they would raise interest rates three more times to at least 1.25% by the end of 2017.

Historically, our profitability increased during period of rising interest rates.

In 2015 we completed the integration of TXI’s operations into our own operations, which allowed

Our last fixed-price commitment for a portion of our diesel fuel requirements expired at the end of 2016.

These trends continued in 2016.

Average diesel fuel prices per gallon fell to $1.96 in 2016 compared to $2.05 in 2015.

Our average diesel fuel prices for 2015 and 2016 were higher than spot market prices by $0.30 per gallon since we purchased approximately 40% of our diesel fuel under a fixed price fuel agreement, which agreement has now expired, that had locked in a higher price at an earlier time.

Natural gas costs again declined in 2016, down 25% from the 2015 average cost.

respectively.

During the past few years, the overall economy was hurt by mortgage security losses and the tightening credit markets.

According to _American Road and Transportation Builders Association_ (“ARTBA”), fifteen states have raised gas taxes

and 30 legislative measures (which represented 68% of ballot initiatives) for transportation funding were approved by voters in 2015.

According to Dodge Data & Analytics, the recent increasing trend of the index is an indication that construction growth will continue into 2016.

Light nonresidential, which includes the commercial sector, increased 27% and was partially offset by a decline in heavy nonresidential, which includes the industrial and energy sectors.

Nonresidential investment varies significantly by state.

Texas continues to lead the nation in nonresidential construction, demonstrating economic diversity and the ability to replace energy-related shipments currently displaced by low oil prices with other residential projects.

Even with its challenging commodity price environment, we expect continued energy-related activity.

On a national scale, Florida and South Carolina each rank in the top 10 states and North Carolina and Colorado each rank in the top 20 states in growth (based on dollars invested) in nonresidential construction.

Notably, recovery in the residential market typically leads to nonresidential growth with a 12-to-18-month lag.

Housing strength varies considerably in different areas of the country.

We saw significant residential growth in our key geographic markets, including Florida, Georgia, North Carolina, and Texas.

The U.S. Census Bureau reported the total value of private residential construction put in place in 2015 increased 13%.

Geographically, housing strength varies considerably by state, and Texas leads the nation in residential starts.

Notably, Dallas-Fort Worth is the second ranked metro area in the United States for growth in housing permits.

Additionally, Florida, South Carolina, Colorado and North Carolina each rank in the top ten states for residential starts.

In 2015, 17% of our aggregates shipments were to the residential construction market.

Our aggregates product line shipment variances in 2015 for the Mid-America and Southeast Groups reflect the ongoing recovery in these markets, notably Georgia, Florida, and North Carolina.

While shipments in the West Group were up due to acquired operations, volumes reflect the significant precipitation in Texas,

Oklahoma and Colorado, which deferred certain shipments to future periods.

The West Group volume variance in 2015 was also impacted by the divestiture of the North Troy quarry and two rail yards, which were sold in the third quarter of 2014.

The year 2015 was another year of unprecedented uncertainty as it related to both the timing and amount of future long-term federal infrastructure funding, which negatively affected spending on public infrastructure projects.

Despite the uncertainty in long-term funding levels, which wasn’t resolved until near the end of the year, the total value of United States overall public-works spending increased in 2015.

However, federal funding remained flat for the year.

However, infrastructure investment continued to vary by market and was strongest in the southwestern and southeastern United States in 2015.

We saw increased infrastructure spending in 2015 in Texas, North Carolina, Iowa, and Georgia, four of our five largest revenue generating states.

According to the Congressional Budget Office, current revenues of approximately $34 billion are falling short of the current annual expenditure level of $41 billion.

We also cannot be assured of the impact of the recent

Additionally, in November 2015, voters passed Proposition 7, a constitutional amendment that will provide an additional $2.5 billion of funding for non-toll roads beginning in 2017.

With the passage of FAST Act in December 2015, the infrastructure market should have increased activity in 2016 and beyond, which should help our business.

These weather events reduced the Company’s overall profitability in 2015, creating a backlog of construction activity expected to be completed in 2016.

The completion of construction activity backlog in 2016 will depend on the capacity of the affected areas to provide enough resources, such as construction crews and equipment, among others.

_them economically._

In fact, since 2007, our profitability increased when interest rates rose, based on the last twelve months

quarterly historical net income regression versus a 10-year U.S. government bond.

We have acquired many companies since 1995.

Some of these acquisitions were more easily integrated into our existing operations and have performed as well or better than we expected, while others have not.

For example, in 2015 we completed the integration of the operations of TXI, as discussed below, which was more successful than anticipated.

We have sold some underperforming and other non-strategic assets, such as underperforming road paving operations in Arkansas and east Texas, which were sold in 2014, and our non-core asphalt operations in San Antonio, Texas, which were sold in 2015.

than expected or is more costly than expected.

The information required in response to this Item 7 is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the [removed: 2015] [added: 2016] Annual Report, and that information is incorporated herein by reference, except that the information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook [removed: 2016”] [added: 2017”] in the [removed: 2015] [added: 2016] Annual Report is not incorporated herein by reference.

The information required in response to this Item 7A is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Quantitative and Qualitative Disclosures About Market Risk” of the [removed: 2015] [added: 2016] Annual Report, and that information is incorporated herein by reference.

Martin Marietta Materials, Inc. (the “Company”) is a leading supplier of aggregates products (crushed stone, sand, and gravel) [removed: for the construction industry,] used for the construction of infrastructure, nonresidential, and residential projects.

[removed: In addition, aggregates] [added: Aggregates] products are [added: also] used for railroad ballast and in agricultural, utility and environmental applications.

The Aggregates business also includes [removed: its] aggregates-related downstream product lines (including its heavy building materials such as asphalt products, ready mixed concrete, and road paving construction services).

The Company completed over [removed: 80] [added: 85] smaller acquisitions from the time of its initial public offering until the present, which allowed the Company to enhance and expand its presence in the aggregates marketplace.

[removed: Second, it exchanged] [added: This included an exchange of] certain assets [added: in 2011] with Lafarge North America Inc. (“Lafarge”), pursuant to which it received [removed: aggregate] [added: aggregates] quarry sites, ready mixed concrete and asphalt plants, and a road paving business in and around the metropolitan Denver, Colorado, [removed: region,] [added: and the I-25 corridor,] in exchange for which Lafarge received properties consisting of quarries, an asphalt [removed: plant,] [added: plant] and distribution yards operated by the Company along the Mississippi River [removed: (referred to herein as] [added: (called] the Company’s “River District Operations”) and a cash payment.

In 2013, the Company acquired three aggregates quarries in the greater Atlanta, [removed: Georgia] [added: Georgia,] area.

[removed: TXI, as a stand-alone entity, was a] leading supplier of heavy construction materials in the southwestern United States and a major supplier of natural aggregates and [removed: ready-mixed] [added: ready mixed] concrete in Texas, northern Louisiana and, to a lesser extent, in Oklahoma and Arkansas.

TXI was the largest supplier of [removed: construction aggregates,] ready mixed concrete, concrete [removed: products,] [added: products] and cement in Texas.

[removed: Now as a wholly-owned subsidiary,] TXI [removed: enhances] [added: enhanced] the Company’s position as an aggregates-led, low-cost operator in the large and fast-growing geographies in the United States and [removed: provides] [added: provided] high-quality assets in cement and ready mixed concrete.

In addition to the Cement business, the Company acquired as part of the TXI acquisition nine quarries and six aggregates distribution terminals located in Texas, [removed: Louisiana,] [added: Louisiana] and Oklahoma.

The Company also acquired approximately 120 ready mixed concrete plants, situated primarily in three areas of Texas (the Dallas/Fort Worth/Denton area of north Texas; the Austin area of central Texas; and from Beaumont to Texarkana in east Texas), in north and central [removed: Louisiana,] [added: Louisiana] and in Southwestern Arkansas.

TXI was also a [removed: major] cement producer in California.

The divestiture primarily included a cement plant, two distribution terminals, mobile equipment, intangible [removed: assets,] [added: assets] and inventory.

The Company also completed the integration of the TXI operations in 2015, and completed three smaller acquisitions, which included three [removed: aggregate] [added: aggregates] operations and related assets.

Between 2001 and [removed: 2015,] [added: 2016,] the Company disposed of or idled a number of underperforming operations, including aggregates, [removed: asphalt,] ready mixed concrete, trucking, and [added: asphalt and] road paving operations of its Aggregates business and the refractories business of its Magnesia Specialties business.

During 2015, the Company disposed of certain non-core asphalt operations in San Antonio, [removed: Texas.][added: Texas and divested its California cement operations of its Cement business.]

The Company will continue to evaluate opportunities to divest underperforming [removed: assets] [added: assets, if appropriate,] during [removed: 2016] [added: 2017] in an effort to redeploy capital for other opportunities.

The Company conducts its Aggregates business through three reportable segments: the Mid-America Group, Southeast [removed: Group,] [added: Group] and West Group.

[removed: Information concerning the Company’s total revenues, net sales, gross profit, earnings from operations, assets employed, and certain additional information attributable to each] reportable business segment for each year in the three-year period ended December 31, [removed: 2015] [added: 2016] is included in “Note O: Business Segments” of the “Notes to Financial Statements” of the Company’s [removed: 2015] [added: 2016] consolidated financial statements (the [removed: “2015] [added: “2016] Financial Statements”), which are included under Item 8 of this Form 10-K, and are part of the Company’s [removed: 2015] [added: 2016] Annual Report to Shareholders (the [removed: “2015] [added: “2016] Annual Report”), which information is incorporated herein by reference.

The Aggregates business mines, processes and sells granite, limestone, sand, [removed: gravel,] [added: gravel] and other [removed: aggregate] [added: aggregates] products for use in all sectors of the public infrastructure, nonresidential and residential construction industries, as well as agriculture, railroad ballast, [removed: chemical,] [added: chemical] and other uses.

These businesses, located in the West Group, were acquired through continued selective vertical integration by the Company, and include [removed: asphalt,] ready mixed concrete, and [added: asphalt and] road paving operations in Arkansas, Colorado, Louisiana, [removed: Texas,] [added: Texas] and Wyoming.

In [removed: 2015,] [added: 2016,] the Company’s Aggregates business shipped and delivered aggregates, asphalt [removed: products,] [added: products] and ready mixed concrete from a network of [removed: over 400] [added: nearly 300] quarries, underground mines, [added: and] distribution facilities, and [removed: plants] [added: approximately 150 ready mixed concrete plants,] to customers in [removed: 36] [added: 29] states, Canada, and the Bahamas, generating net sales and earnings from operations of [removed: $2.7] [added: $3.1] billion and [removed: $429.0] [added: $576.0] million, respectively.

The Aggregates and Cement businesses market their products primarily to the construction industry, with approximately [removed: 42%] [added: 39%] of the aggregates product line shipments [added: in 2016] made to contractors in connection with highway and other public infrastructure projects and the balance of its shipments made primarily to contractors in connection with nonresidential and residential construction projects.

[removed: These] [added: Therefore, these] businesses benefit from public-works construction projects.

As a result of dependence upon the construction industry, the profitability of aggregates and cement producers is sensitive to national, [removed: regional,] [added: regional] and local economic conditions, and particularly to cyclical swings in construction spending, which is affected by fluctuations in interest rates, demographic and population shifts, and changes in the level of infrastructure spending funded by the public sector.

The Company’s aggregates product line shipments have increased each of the past [removed: four] [added: five] years, reflecting [removed: a certain degree] [added: degrees] of [removed: volume] stability and modest [removed: growth, albeit at and from historically low levels.][added: growth.]

Aggregates shipments had also suffered as states continued to balance their construction spending with the uncertainty related to long-term federal highway funding and budget [removed: shortfalls caused by decreasing tax revenues.]

[removed: Most] [added: However, most] state budgets began to improve starting in 2013 as increased tax revenues helped states resolve or begin to resolve budget deficits.

After a decade of 36 short-term funding provisions since [added: the prior federal highway bill,] _Moving Ahead for Progress in the [removed: 21st Century_ (“MAP-21”)] [added: 21__st_ _Century_ (“MAP-21”),] expired, [removed: a] [added: the] five-year, $305 billion highway bill, _Fixing America’s Surface Transportation Act_ (the “FAST [removed: Act”),] [added: Act” or the “Act”),] was signed into law [removed: on December 4,] [added: in December,] 2015.

[removed: Additionally,] [added: During the past 24 months,] many states have [removed: recently shown] [added: taken on] a [removed: commitment to securing alternative] [added: significantly larger role in] funding [removed: sources,] [added: infrastructure investment,] including initiating special-purpose taxes and raising gas taxes.

The FAST Act [removed: will reauthorize] [added: reauthorizes] federal highway and public transportation [removed: programs and stabilize the Highway Trust Fund.][added: programs.]

$207.4 billion of the [added: FAST Act] funding will be apportioned to the [removed: states by formula,] [added: states,] with a 5.1% increase over actual fiscal year 2015 apportionments in 2016 and then inflationary increases in subsequent years.

Meaningful impact from the FAST Act is [removed: not] expected [removed: before the second half of 2016.][added: beginning in 2017.]

The FAST Act retains the programs supported under the predecessor bill, [removed: _MAP-21_,] [added: MAP-21,] but with some changes.

Specifically, [removed: TIFIA,] [added: _Transportation Infrastructure and Innovation Act_ (“TIFIA”),] a U.S. Department of Transportation alternative funding mechanism, which under MAP-21 provided three types of federal credit assistance for nationally or regionally significant surface transportation projects, [removed: will] now [removed: allow] [added: allows] more diversification of projects.

Since [removed: 2012,] [added: inception,] TIFIA has provided [added: more than $25 billion of] credit assistance to over [removed: 30] [added: 50] projects representing over [removed: $49] [added: $90] billion in infrastructure investment.

Under the FAST Act, TIFIA annual funding [removed: will range] [added: ranges] from $275 million to $300 [removed: million,] [added: million] and [removed: will] no longer [removed: require] [added: requires] the 20% matching funds from state departments of transportation.

As of January [removed: 2016,] [added: 2017,] TIFIA funded projects for the Company’s key states (Texas, Colorado, North Carolina, [removed: Georgia,] [added: Iowa] and [removed: Florida)] [added: Georgia)] exceeded [removed: $12] [added: $22] billion.

The federal government’s surface transportation programs are financed mostly through the receipts of highway user taxes placed in the Highway Trust Fund, which is divided into the Highway Account and the [removed: Mass Transit Account.]

The Company’s five largest revenue-generating states (Texas, Colorado, North Carolina, [removed: Iowa,] [added: Iowa] and Georgia) accounted for [removed: 70%] [added: 73%] of total [removed: 2015] [added: 2016] net sales for the Aggregates business by state of destination.

The Company is also a leading supplier of cement, ready mixed concrete, and asphalt and paving services in some regions where being able to supply a full range of products is important for customer service.

TXI, as a stand-alone entity, was a

In 2016, the Company acquired aggregates, ready mixed concrete and asphalt and paving operations in southern Colorado that provided more than 500 million tons of mineral reserves and expanded the Company’s presence along the Front Range of the Rocky Mountains, home to 80% of Colorado’s population.

The Company also acquired the remaining interest it had not previously owned in a ready mixed concrete company that serves the I-35 corridor in central Texas between Dallas and Austin, which enhanced the Company’s position and provided additional vertical integration benefits with the Company’s Cement business.

Information concerning the Company’s total revenues, net sales, gross profit, earnings from operations, assets employed, and certain additional information attributable to each

The Company also believes exposure to fluctuations in nonresidential and residential, or private-sector, construction spending is lessened by the business’ mix of public sector-related shipments.

However, after uncertainty regarding the solvency of the highway bill in 2014, the Company experienced a slight retraction in aggregates shipments to the infrastructure end-use market.

Consistent with this trend, the infrastructure market accounted for a lower percentage of the Company’s aggregates product line shipments in 2016 and 2015 compared with the most recent five-year average of 44%.

However, aggregates volumes are still below historically normal levels.

shortfalls caused by decreasing tax revenues.

During 2016, the Company’s aggregates shipments increased 1.4% compared with 2015.

Funding for the FAST Act is primarily secured through gas tax collections and will enable states to purchase and use an estimated additional 114 million tons of aggregates over the life of the Act.

Although the FAST Act did not meaningfully impact 2016 highway spending, the total value of public-works spending across the United States increased, demonstrating the continued commitment of many states to address underlying demand for infrastructure investment.

Mass Transit Account.

Net sales, production and cost structure were adversely affected by the significant precipitation.

In 2016, many areas in the United States again experienced significant amounts of precipitation.

Texas experienced its 18th wettest year in the state’s recorded history per NOAA.

Further, since March 2015, Texas and surrounding regions have experienced 18 major flood events.

Additionally, in October 2016, rainfall along the eastern seaboard of the United States from Hurricane Matthew, a category-5 hurricane, approximated 13.6 trillion gallons.

Hurricane

Matthew was also the first major hurricane on record to make landfall in the Bahamas, where the Company has a facility.

Accordingly, the Company’s financial results for any year, and notably 2016 and 2015, or year-to-year comparisons of reported results, may not be indicative of future operating results.

Medina became operational in January 2016.

In 2016, the Company incurred $1.1 million of these charges.

Based on these assessments, the Company completed the acquisitions described under

The 2016 transactions described under _General_ above further added aggregates-related downstream operations, with the addition of ready mixed concrete and asphalt and paving and contracting operations along the Front Range in Colorado and ready mixed concrete operations in central Texas.

These plants have a combined annual capacity of 4.5 million tons, as well as a current permit that provides an 800,000-ton-expansion opportunity at the Midlothian plant.

The Company has sought to mitigate certain of these fluctuations and risks by entering into fixed-price supply contracts for certain fuels, including natural gas, coal and petroleum coke.

Declining steel utilization and United States dollar strength could adversely affect Magnesia Specialties’ operating results.

Magnesia

Crushed stone production from stone quarries or

Accordingly, economics can lead to lower barriers to entry in some markets.

are likely to increase in the future.

requirements.

Because much

This group was later expanded to over 200 potential PRPs.

In 2016, a global settlement was reached for past costs and clean-up of the contamination, which the Company joined for a payment of $102,000 to the USEPA and $1.2 million to the PRPs, a group of which will be conducting the clean-up process.

In May 2010, the

It is not known whether this will be a priority of the USEPA during President Trump’s administration.

The Company has two cement plants.

In 2015, the Company’s Aggregates business accounted for 82% of the Company’s consolidated net sales, the Company’s Cement business accounted for 11% of the Company’s consolidated net sales, and the Company’s Magnesia Specialties business accounted for 7% of the Company’s consolidated net sales.

Within the Company’s Aggregates business, the aggregates product line accounted for 67% of 2015 net sales, while the aggregates-related downstream operations accounted for 33% of 2015 net sales.

In 2011, the Company acquired three aggregates-related businesses.

First, it acquired the assets of an aggregates, asphalt, and ready mixed concrete business located in western San Antonio, Texas.

Finally, the Company acquired a privately-held ready mixed concrete business in the Denver, Colorado area.

The aggregates and ready mixed concrete operations are reported in the Company’s West Group of its Aggregates business.

During 2015, the Company’s heritage aggregates shipments increased 2.1% compared with 2014 levels, despite the impact of historic levels of rainfall in many of the Company’s markets.

FAST Act funding will primarily be secured through gas tax collections.

In an investigation performed by S-C Market Analytics, aggregate demand is projected to increase with the availability of federal funding and is expected to peak in 2018.

However, we believe that in subsequent years, the projected demand for aggregates will decline with anticipated higher interest and inflation rates.

According to _American Road and Transportation Builders Association_ (“ARTBA”), fifteen states have raised gas taxes and 30 legislative measures (which represented 68% of ballot initiatives) for transportation funding were approved by voters in 2015.

Supported by state-spending programs, the Company’s heritage aggregates volumes to the infrastructure market in the eastern United States increased in the mid-single digits in 2015 compared with 2014.

Overall, the infrastructure market accounted for approximately 42% of the Company’s 2015 aggregates product line shipments.

MAP-21 extended federal motor fuel taxes through September 30, 2016 and truck excise taxes through September 30, 2017.

The Company’s Aggregates business is

These weather events reduced the Company’s overall profitability in 2015, creating a backlog of construction activity expected to be completed in 2016.

The completion of construction activity backlog in 2016 will depend on the capacity of the affected areas to provide enough resources, such as construction crews and equipment, among others.

Results from these distribution operations lowered the gross margin (excluding freight and delivery revenues) of the Aggregates business by 240 basis points in 2015.

The gross margin (excluding freight and delivery

revenues) of the Aggregates business will continue to be reduced by the lower gross margins of the long-haul distribution network.

During the recent economic recession, the Company set a priority of preserving capital while maintaining safe, environmentally-sound operations.

As the Company returns to a more normalized operating environment, management expects to focus part of its capital spending program on expanding key Southeast and Southwest operations.

Land acquisitions were completed over several years as part of ongoing capital expenditures, and construction began in 2013.

The project began operations in January 2016.

The waterborne distribution

For example, in Texas, competition with operations in the oil and gas fields for third-party trucking services constrains the availability of these services to us.

Company acquired asphalt, ready mixed concrete, paving construction, trucking, and other businesses, which complement the Company’s aggregates operations.

These aggregates-related downstream operations accounted for 33% of net sales of the Aggregates business in 2015.

In addition to the manufacturing and packaging facilities, the Company also operated two cement distribution terminals in California in 2015.

Texas and California accounted for 73% and 27% of the Cement business’ net sales, respectively, in 2015, including the California cement operations for the nine months ended September 30, 2015.

The Cement business sold cement to customers in 13 states and Mexico.

Truck and rail transportation modes represent 97% and 3%, respectively, of total tons shipped.

Of this amount, 1.1 million tons were shipped from the California cement plant prior to its sale as of September 30, 2015.

Magnesia Specialties’ net sales declined 3.6% in 2015 compared with 2014.

The reduction reflects a decrease in both the chemicals and dolomitic lime product lines.

Net sales were impacted by lower domestic steel production, which was down 9% versus 2014.

Although large amounts

Some of the Company’s competitors in the aggregates industry have greater financial resources than the Company.

Certain of the Company’s competitors in the Magnesia Specialties business have greater financial resources than the Company.

The Company divested of its California cement business as of September 30, 2015.

The Company was not required to pay any penalties in [removed: 2015] [added: 2016] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

See also “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” of the [removed: 2015] [added: 2016] Financial Statements included under Item 8 of this Form 10-K and the [removed: 2015] [added: 2016] Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Regulation and Litigation” under Item 7 of this Form 10-K and the [removed: 2015] [added: 2016] Annual Report.

| [removed: x] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2015][added: 2016]

| [removed: ¨] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| Common Stock (par value $.01 per share) [removed: (including rights attached thereto)] | | New York Stock Exchange |

Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

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. [removed: x]

| Large accelerated filer | | [removed: x] [added: ☒] | | Accelerated filer | | [removed: ¨] [added: ☐] |

| Non-accelerated filer | | [removed: ¨] [added: ☐] (Do not check if a smaller reporting company) | | Smaller reporting company | | [removed: ¨] [added: ☐] |

As of June 30, [removed: 2015,] [added: 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 [removed: $7,537,227,743] [added: $8,873,085,696] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 12, 2016] [added: 10, 2017] |

| Common Stock, $.01 par value per share | | [removed: 64,331,436] [added: 63,067,156] shares |

| Excerpts from Annual Report to Shareholders for the Fiscal Year Ended December 31, [removed: 2015] [added: 2016] (Annual Report) | | | | Parts I, II, and IV |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 19, 2016] [added: 18, 2017] (Proxy Statement) | | | | Part III |

| ITEM 1. | | [removed: [BUSINESS](#tx147147_1)] [added: [BUSINESS](#tx344578_2)] | | | [removed: 4] [added: 1] | |

| ITEM 1A. | | [RISK [removed: FACTORS](#tx147147_2)] [added: FACTORS](#tx344578_3)] | | | [removed: 22] [added: 20] | |

| ITEM 1B. | | [UNRESOLVED STAFF [removed: COMMENTS](#tx147147_3)] [added: COMMENTS](#tx344578_4)] | | | 37 | |

| ITEM 2. | | [removed: [PROPERTIES](#tx147147_4)] [added: [PROPERTIES](#tx344578_5)] | | | [removed: 37] [added: 38] | |

| ITEM 3. | | [LEGAL [removed: PROCEEDINGS](#tx147147_5)] [added: PROCEEDINGS](#tx344578_6)] | | | [removed: 42] [added: 43] | |

| ITEM 4. | | [MINE SAFETY [removed: DISCLOSURES](#tx147147_6)] [added: DISCLOSURES](#tx344578_7)] | | | [removed: 42] [added: 43] | |

| [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#tx147147_7)] [added: REGISTRANT](#tx344578_8)] | | | | | [removed: 43] [added: 44] | |

| ITEM 5. | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#tx147147_9)] [added: SECURITIES](#tx344578_10)] | | | [removed: 43] [added: 44] | |

| ITEM 6. | | [SELECTED FINANCIAL [removed: DATA](#tx147147_10)] [added: DATA](#tx344578_11)] | | | [removed: 44] [added: 45] | |

| ITEM 7. | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#tx147147_11)] [added: OPERATIONS](#tx344578_12)] | | | [removed: 44] [added: 45] | |

| ITEM 7A. | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#tx147147_12)] [added: RISK](#tx344578_13)] | | | [removed: 45] [added: 46] | |

| ITEM 8. | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#tx147147_13)] [added: DATA](#tx344578_14)] | | | [removed: 45] [added: 46] | |

| ITEM 9. | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#tx147147_14)] [added: DISCLOSURE](#tx344578_15)] | | | [removed: 45] [added: 46] | |

| ITEM 9A. | | [CONTROLS AND [removed: PROCEDURES](#tx147147_15)] [added: PROCEDURES](#tx344578_16)] | | | [removed: 45] [added: 46] | |

| [PART [removed: III](#tx147147_16)] [added: III](#tx344578_18)] | | | | | [removed: 46] [added: 48] | |

| ITEM 10. | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#tx147147_17)] [added: GOVERNANCE](#tx344578_19)] | | | [removed: 47] [added: 48] | |

| ITEM 11. | | [EXECUTIVE [removed: COMPENSATION](#tx147147_18)] [added: COMPENSATION](#tx344578_20)] | | | 48 | |

| ITEM 12. | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#tx147147_19)] [added: MATTERS](#tx344578_21)] | | | 48 | |

| ITEM 13. | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#tx147147_20)] [added: INDEPENDENCE](#tx344578_22)] | | | [removed: 48] [added: 49] | |

| ITEM 14. | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#tx147147_21)] [added: SERVICES](#tx344578_23)] | | | [removed: 48] [added: 49] | |

| ITEM 15. | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#tx147147_22)] [added: SCHEDULES](#tx344578_25)] | | | [removed: 48] [added: 49] | |

10-K 1 d344578d10k.htm FORM 10-K

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| [PART I](#tx344578_1) | | | | | 1 | |

| [PART II](#tx344578_9) | | | | | 44 | |

| ITEM 9B. | | [OTHER INFORMATION](#tx344578_17) | | | 48 | |

| [PART IV](#tx344578_24) | | | | | 49 | |

| ITEM 16. | | [FORM 10-K SUMMARY](#tx344578_26) | | | 54 | |

| | | | | | | |

| [SIGNATURES](#tx344578_27) | | | | | 56 | |

10-K 1 d147147d10k.htm FORM 10-K

| [PART I](#tx147147_a1) | | | | | 4 | |

| [PART II](#tx147147_8) | | | | | 43 | |

| [PART IV](#tx147147_21a) | | | | | 48 | |

| [SIGNATURES](#tx147147_23) | | | | | 55 | |

##### [Table of Contents](#toc)

As of December 31, [removed: 2015,] [added: 2016,] the Company processed or shipped aggregates from [removed: 272] [added: 276] quarries, underground mines, and distribution yards in [removed: 26] [added: 29] states, Canada, and the Bahamas, of which [removed: 109] [added: 108] are located on land owned by the Company free of major encumbrances, [removed: 57] [added: 58] are on land owned in part and leased in part, [removed: 99] [added: 103] are on leased land, and [removed: 7] [added: seven] are on facilities neither owned nor leased, where raw materials are removed under an agreement.

The Company’s aggregates reserves, on the average, exceed 60 years based on normalized levels of production, and [removed: exceed] [added: approximate] 100 years at current production rates.

In addition, as of December 31, [removed: 2015,] [added: 2016,] the Company processed and shipped ready mixed concrete and/or asphalt products from [removed: 131] [added: 158] properties in [removed: 5] [added: five] states, of which [removed: 109] [added: 127] are located on land owned by the Company free of major encumbrances, [removed: 1] [added: one] is on land owned in part and leased in part, [removed: 20] [added: 29] are on leased land, and [removed: 1] [added: one] is on a facility neither owned or leased, where product is sold under an agreement.

[added: Subsequent to drilling, selected core samples are] tested for soundness, abrasion resistance, and other physical properties relevant to the aggregates industry.

For additional information on the Company’s assessment of reserves, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Financial Information - Critical Accounting Policies and Estimates- Property, Plant and Equipment” under Item 7 of this Form 10-K and the [removed: 2015] [added: 2016] Annual Report for discussion of reserves evaluation by the Company.

Set forth in the tables below are the Company’s estimates of reserves of recoverable aggregates of suitable quality for economic extraction, shown on a state-by-state basis, and the Company’s total annual production for the last [removed: 3] [added: three] years, along with the Company’s estimate of years of production available, shown on a segment-by-segment basis.

The number of producing quarries shown on the table includes underground [removed: mines.]

The Company’s reserve estimates for the last [removed: 2] [added: two] years are shown for comparison purposes on a state-by-state basis.

| | | Number of Producing Quarries | | | | Tonnage of Reserves for each general type of aggregate at [removed: 12/31/14] [added: 12/31/15] (Add 000) | | | | | | | | Tonnage of Reserves for each general type of aggregate at [removed: 12/31/15] [added: 12/31/16] (Add 000) | | | | | | | | Change in Tonnage from [removed: 2014] [added: 2015] (Add 000) | | | | | | | | Percentage of aggregate reserves located at an existing quarry, and reserves not located at an existing quarry. | | | | | | | | Percentage of aggregate reserves on land that has not been zoned for quarrying.* | | | | Percent of reserves owned and percent leased | | | | | | |

| State | | [removed: 2015] [added: 2016] | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | At Quarry | | | | Not at Quarry | | | | | Owned | | | | Leased | | | | | |

| Arkansas | | | 3 | | | | [removed: 238,844] [added: 223,382] | | | | | | | | [removed: 223,382] [added: 218,333] | | | | [added: 0] | | | | [removed: (15,462] [added: (5,049] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 49 | % | | | 51 | % |

| Florida | | | 1 | | | | [removed: 252,614] [added: 208,805] | | | | | | | | [removed: 208,805] [added: 123,892] | | | | [added: 0] | | | | [removed: (43,809] [added: (84,913] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 0] [added: 35] | % | | | [removed: 100] [added: 65] | % |

| Kansas | | | 4 | | | | [removed: 99,859] [added: 80,757] | | | | | | | | [removed: 80,757] [added: 79,250] | | | | [added: 0] | | | | [removed: (19,102] [added: (1,507] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 8 | % | | | [removed: 35] [added: 36] | % | | | [removed: 65] [added: 64] | % |

| Kentucky | | | 1 | | | | | | | | 24,891 | | | | [added: 0] | | | | 24,891 | | | | 0 | | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 0] [added: 100] | % | | | [removed: 100] [added: 0] | % |

| Louisiana | | | 3 | | | | | | | | [removed: 8,902] [added: 9,091] | | | | [added: 0] | | | | [removed: 9,091] [added: 8,545] | | | | 0 | | | | [removed: 189] [added: (546] | [added: )] | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 1] [added: 0] | % | | | [removed: 99] [added: 100] | % |

| Maryland | | | 2 | | | | [removed: 135,006] [added: 133,980] | | | | | | | | [removed: 133,980] [added: 121,757] | | | | [added: 0] | | | | [removed: (1,026] [added: (12,223] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| Mississippi | | | 0 | | | | | | | | [removed: 67,210] [added: 67,238] | | | | [added: 0] | | | | 67,238 | | | | 0 | | | | [removed: 28] [added: 0] | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| Montana | | | 0 | | | | [removed: 50,000] [added: 48,807] | | | | | | | | [removed: 48,807] [added: 0] | | | | [added: 0] | | | | [removed: (1,193] [added: (48,807] | ) | | | 0 | | | | [removed: 100] | [removed: %] | | | [removed: 0] | [removed: %] | | | 0 | % | | | [removed: 100] | [removed: %] | | | [removed: 0] | [removed: %] |

| Nebraska | | | [removed: 3] [added: 4] | | | | [removed: 185,498] [added: 181,196] | | | | | | | | [removed: 181,196] [added: 176,446] | | | | [added: 0] | | | | [removed: (4,302] [added: (4,750] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 51] [added: 52] | % | | | [removed: 49] [added: 48] | % |

| Nevada | | | 1 | | | | [removed: 138,662] [added: 136,871] | | | | | | | | [removed: 136,871] [added: 136,189] | | | | [added: 0] | | | | [removed: (1,791] [added: (682] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 90] [added: 91] | % | | | [removed: 10] [added: 9] | % |

| Tennessee | | | 1 | | | | [removed: 36,389] [added: 35,938] | | | | | | | | [removed: 35,938] [added: 35,483] | | | | [added: 0] | | | | [removed: (451] [added: (455] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| Utah | | | 1 | | | | [removed: 24,514] [added: 23,888] | | | | | | | | [removed: 23,888] [added: 23,636] | | | | [added: 0] | | | | [removed: (626] [added: (252] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 100 | % |

| West Virginia | | | [removed: 2] [added: 1] | | | | [removed: 45,352] [added: 44,718] | | | | | | | | [removed: 44,718] [added: 44,087] | | | | [added: 0] | | | | [removed: (634] [added: (631] | ) | | | 0 | | | | [removed: 43] [added: 41] | % | | | [removed: 57] [added: 59] | % | | | 0 | % | | | [removed: 85] [added: 86] | % | | | [removed: 15] [added: 14] | % |

| Wyoming | | | 2 | | | | [removed: 148,162] [added: 159,866] | | | | | | | | [removed: 159,866] [added: 156,943] | | | | [added: 0] | | | | [removed: 11,704] [added: (2,923] | [added: )] | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 40] [added: 41] | % | | | [removed: 60] [added: 59] | % |

| Non-U. S. | | | 2 | | | | [removed: 867,914] [added: 861,420] | | | | 0 | | | | [removed: 861,420] [added: 855,364] | | | | 0 | | | | [removed: (6,494] [added: (6,056] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| * | The Company’s reserves presented in the State of Ohio include dolomitic limestone reserves used in the business of the Magnesia Specialties [removed: segement.] [added: segment.] |

| | | Total Annual Production (in tons) (add 000) [removed: For year ended December 31] | | | | | | | | | | | | Number of years of production available at December 31, [removed: 2015] [added: 2016] | | |

| Reportable Segment* | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | | | |

| Mid-America Group | | | [removed: 62,846] [added: 67,431] | | | | [removed: 59,785] [added: 62,846] | | | | [removed: 57,529] [added: 59,785] | | | | [removed: 114.7] [added: 107.4] | |

| Southeast Group | | | [removed: 21,148] [added: 20,468] | | | | [removed: 18,932] [added: 21,148] | | | | [removed: 17,275] [added: 18,932] | | | | [removed: 164.0] [added: 161.2] | |

| West Group | | | [removed: 69,223] [added: 75,421] | | | | [removed: 62,579] [added: 69,223] | | | | [removed: 53,395] [added: 62,579] | | | | [removed: 70.9] [added: 74.4] | |

| Total Aggregates Business | | | [removed: 153,217] [added: 163,320] | | | | [removed: 141,296] [added: 153,217] | | | | [removed: 128,199] [added: 141,296] | | | | [removed: 101.7] [added: 98.9] | |

As of December 31, [removed: 2015,] [added: 2016,] the Company, through its subsidiaries, processed or shipped cement from [removed: 6] [added: six] properties in [removed: 1] [added: one] state, of which [removed: 5] [added: four] are located on land owned by the Company free of major encumbrances and [removed: 1 is] [added: two are] on leased land.

The following table summarizes certain information about the Company’s cement manufacturing facilities at December 31, [removed: 2015:][added: 2016:]

| Plant | | Rated Annual [removed: Productive Capacity-Tons of] [added: Productive Capacity-Tons of] Clinker | | | | [removed: Manufacturing Process] [added: Manufacturing Process] | | | | Service Date | | [added: | |] Internally Estimated [removed: Minimum Reserves—Years] [added: Minimum Reserves—Years] | | |

| Midlothian, TX | | | 2,200,000 | | | | Dry | | | [added: |] 2001 | | | [added: |] 52 | |

| Hunter, TX | | | 2,250,000 | | | | Dry | | | [added: |] 2013 and 1981 | | | [added: |] 140 | |

| Total | | | 4,450,000 | | | | | | | | | | | | [added: | |]

As of December 31, [removed: 2015,] [added: 2016,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 701] [added: 697] million tons.

As of December 31, [removed: 2015,] [added: 2016,] the Company, through its subsidiaries, also operated [removed: 3] [added: five] cement distribution terminals and owned the real estate at the California cement grinding and packaging facility it sold on September 30, 2015, which it expects to sell for non-cement use.

mines.

| Alabama | | | 4 | | | | 128,775 | | | | 12,110 | | | | 127,485 | | | | 11,623 | | | | (1,290 | ) | | | (487 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 14 | % | | | 86 | % |

| California | | | 0 | | | | | | | | | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | | | | | | | | | |

| Colorado | | | 10 | | | | 139,872 | | | | 65,698 | | | | 754,369 | | | | 103,346 | | | | 614,497 | | | | 37,648 | | | | 99 | % | | | 1 | % | | | 0 | % | | | 23 | % | | | 77 | % |

| Georgia | | | 15 | | | | 2,154,134 | | | | | | | | 2,078,744 | | | | 0 | | | | (75,390 | ) | | | 0 | | | | 60 | % | | | 40 | % | | | 0 | % | | | 86 | % | | | 14 | % |

| Indiana | | | 10 | | | | 496,257 | | | | 51,030 | | | | 491,197 | | | | 48,814 | | | | (5,060 | ) | | | (2,216 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 38 | % | | | 62 | % |

| Iowa | | | 28 | | | | 761,927 | | | | 20,495 | | | | 750,749 | | | | 18,811 | | | | (11,178 | ) | | | (1,684 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 29 | % | | | 71 | % |

| Minnesota | | | 2 | | | | 328,352 | | | | | | | | 325,774 | | | | 0 | | | | (2,578 | ) | | | 0 | | | | 68 | % | | | 32 | % | | | 0 | % | | | 63 | % | | | 37 | % |

| Missouri | | | 4 | | | | 412,034 | | | | | | | | 374,160 | | | | 0 | | | | (37,874 | ) | | | 0 | | | | 88 | % | | | 12 | % | | | 0 | % | | | 18 | % | | | 82 | % |

| North Carolina | | | 36 | | | | 3,491,412 | | | | | | | | 3,354,993 | | | | 2,500 | | | | (136,419 | ) | | | 2,500 | | | | 77 | % | | | 23 | % | | | 0 | % | | | 71 | % | | | 29 | % |

| Ohio * | | | 10 | | | | 558,169 | | | | 128,998 | | | | 564,657 | | | | 124,919 | | | | 6,488 | | | | (4,079 | ) | | | 47 | % | | | 53 | % | | | 0 | % | | | 97 | % | | | 3 | % |

| Oklahoma | | | 9 | | | | 1,226,101 | | | | 13,534 | | | | 1,213,986 | | | | 13,101 | | | | (12,115 | ) | | | (433 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 86 | % | | | 14 | % |

| South Carolina | | | 6 | | | | 513,002 | | | | 28,746 | | | | 702,995 | | | | 28,123 | | | | 189,993 | | | | (623 | ) | | | 96 | % | | | 4 | % | | | 0 | % | | | 43 | % | | | 57 | % |

| Texas | | | 25 | | | | 2,305,251 | | | | 141,872 | | | | 2,465,161 | | | | 145,089 | | | | 159,910 | | | | 3,217 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 60 | % | | | 40 | % |

| Virginia | | | 4 | | | | 344,298 | | | | | | | | 357,068 | | | | 0 | | | | 12,770 | | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 57 | % | | | 43 | % |

| Washington | | | 1 | | | | 22,051 | | | | | | | | 21,780 | | | | 0 | | | | (271 | ) | | | 0 | | | | 32 | % | | | 68 | % | | | 0 | % | | | 68 | % | | | 32 | % |

| U. S. Total | | | 188 | | | | 14,159,843 | | | | 563,703 | | | | 14,699,134 | | | | 597,001 | | | | 539,291 | | | | 33,298 | | | | 86 | % | | | 14 | % | | | 0 | % | | | 63 | % | | | 37 | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Grand Total | | | 190 | | | | 15,021,263 | | | | 563,703 | | | | 15,554,498 | | | | 597,001 | | | | 533,235 | | | | 33,298 | | | | | | | | | | | | | | | | | | | | | |

| | | For year ended December 31 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | |

Subsequent to drilling, selected core samples are

| Alabama | | | 4 | | | | 130,199 | | | | 12,110 | | | | 128,775 | | | | 12,110 | | | | (1,424 | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 14 | % | | | 86 | % |

| California | | | 0 | | | | 329,392 | | | | | | | | | | | | | | | | (329,392 | ) | | | 0 | | | | | | | | | | | | | | | | | | | | | |

| Colorado | | | 8 | | | | 107,562 | | | | 87,575 | | | | 139,872 | | | | 65,698 | | | | 32,310 | | | | (21,877 | ) | | | 94 | % | | | 6 | % | | | 0 | % | | | 99 | % | | | 1 | % |

| Georgia | | | 15 | | | | 2,144,817 | | | | | | | | 2,154,134 | | | | | | | | 9,317 | | | | 0 | | | | 95 | % | | | 5 | % | | | 0 | % | | | 81 | % | | | 19 | % |

| Indiana | | | 10 | | | | 501,461 | | | | 52,450 | | | | 496,257 | | | | 51,030 | | | | (5,204 | ) | | | (1,420 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 37 | % | | | 63 | % |

| Iowa | | | 29 | | | | 688,783 | | | | 38,983 | | | | 761,927 | | | | 20,495 | | | | 73,144 | | | | (18,488 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 28 | % | | | 72 | % |

| Minnesota | | | 2 | | | | 420,116 | | | | | | | | 328,352 | | | | | | | | (91,764 | ) | | | 0 | | | | 68 | % | | | 32 | % | | | 0 | % | | | 63 | % | | | 37 | % |

| Missouri | | | 4 | | | | 416,034 | | | | | | | | 412,034 | | | | | | | | (4,000 | ) | | | 0 | | | | 89 | % | | | 11 | % | | | 0 | % | | | 17 | % | | | 83 | % |

| North Carolina | | | 38 | | | | 3,452,099 | | | | | | | | 3,491,412 | | | | | | | | 39,313 | | | | 0 | | | | 82 | % | | | 18 | % | | | 0 | % | | | 60 | % | | | 40 | % |

| Ohio * | | | 12 | | | | 722,920 | | | | 120,161 | | | | 558,169 | | | | 128,998 | | | | (164,751 | ) | | | 8,837 | | | | 47 | % | | | 53 | % | | | 0 | % | | | 97 | % | | | 3 | % |

| Oklahoma | | | 9 | | | | 1,214,840 | | | | 14,023 | | | | 1,226,101 | | | | 13,534 | | | | 11,261 | | | | (489 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 90 | % | | | 10 | % |

| South Carolina | | | 6 | | | | 517,472 | | | | 29,110 | | | | 513,002 | | | | 28,746 | | | | (4,470 | ) | | | (364 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 15 | % | | | 85 | % |

| Texas | | | 26 | | | | 2,367,460 | | | | 144,067 | | | | 2,305,251 | | | | 141,872 | | | | (62,209 | ) | | | (2,195 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 58 | % | | | 42 | % |

| Virginia | | | 4 | | | | 350,113 | | | | | | | | 344,298 | | | | | | | | (5,815 | ) | | | 0 | | | | 84 | % | | | 16 | % | | | 0 | % | | | 73 | % | | | 27 | % |

| Washington | | | 3 | | | | 40,806 | | | | | | | | 22,051 | | | | | | | | (18,755 | ) | | | 0 | | | | 66 | % | | | 34 | % | | | 0 | % | | | 68 | % | | | 32 | % |

| U. S. Total | | | 194 | | | | 14,758,974 | | | | 599,482 | | | | 14,159,843 | | | | 563,703 | | | | (599,131 | ) | | | (35,779 | ) | | | 92 | % | | | 8 | % | | | 0 | % | | | 55 | % | | | 45 | % |

| Grand Total | | | 196 | | | | 15,626,888 | | | | 599,482 | | | | 15,021,263 | | | | 563,703 | | | | (605,625 | ) | | | (35,779 | ) | | | | | | | | | | | | | | | | | | | | |

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The following sets forth certain information regarding the executive officers of Martin Marietta Materials, Inc. as of February [removed: 12, 2016:][added: 10, 2017:]

| _Name_ | | _Age_ | | _Present Position_ | | _Year [removed: Assumed_ _Present] [added: Assumed Present] Position_ | | _Other Positions and Other [removed: Business_ _Experience] [added: Business Experience] Within the Last Five Years_ |

| C. Howard Nye | | [removed: 53] [added: 54] | | Chairman of the Board; | | 2014 | | |

| Anne H. Lloyd | | [removed: 54] [added: 55] | | Executive Vice President; | | 2009 | | Treasurer (2006-2013) |

| Roselyn R. Bar | | [removed: 57] [added: 58] | | Executive Vice President; | | 2015 | | Senior Vice President (2005-2015) |

| Dana F. Guzzo | | [removed: 50] [added: 51] | | Senior Vice President; | | 2011 | | Chief Information Officer (2011-2015) |

| Donald A. McCunniff | | [removed: 58] [added: 59] | | Senior Vice President, Human Resources | | 2011 | | |

| Daniel L. Grant | | [removed: 61] [added: 62] | | Senior Vice President, Strategy & Development | | 2013 | | Senior Vice President, Strategy & Development, Lehigh Hanson, Inc., a producer of construction materials, and a subsidiary of Heidelberg Cement (1995-2013) |

Information concerning stock prices and dividends paid is included under the caption “Quarterly Performance (Unaudited)” of the [removed: 2015] [added: 2016] Annual Report, and that information is incorporated herein by reference.

There were [removed: 1,054] [added: 984] holders of record of the Company’s Common Stock as of February [removed: 12, 2016.][added: 10, 2017.]

| Period | | Total Number of Shares Purchased | | | | Average [removed: Price Paid] [added: Price Paid] per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs | | |

| (1) | The Company’s [removed: initial] stock repurchase program, which [removed: authorized] [added: currently authorizes] the repurchase of [removed: 2.5] [added: 20] million shares of common stock, [removed: was announced in a press release dated May 6, 1994,] [added: is approved by the Company’s Board of Directors from time to time,] and [removed: has been] updated as [removed: appropriate. The program does not have an expiration date. The Company] [added: appropriate by the Board, and] announced [removed: in a] [added: to the public by] press [added: release. The latest announcement on this topic was the Company’s press] release dated February [removed: 22, 2006] [added: 10, 2015] that its Board of Directors had authorized the repurchase of [removed: an additional] [added: up to 20 million shares of its outstanding common stock, which included] 5 million shares [added: authorized under the Company’s previous share repurchase program. Previous press releases announcing prior share repurchase programs and the related amounts] of common [removed: stock. The Company announced in a] [added: stock included under the share repurchase authorizations were as follows: (i)] press release dated August 15, 2007 [removed: that its Board of Directors had authorized the repurchase of an additional 5] [added: (5] million [removed: shares of common stock. The Company announced in a] [added: shares); (ii)] press release dated February [removed: 10, 2015 that its Board of Directors had authorized the repurchase of an additional 15] [added: 22, 2006 (5] million [removed: shares of common stock, for a total repurchase authorization of 20] [added: shares); and (iii) May 6, 1994 (2.5] million [removed: shares.] [added: shares).] |

| October 1, 2016 – October 31, 2016 | | | 0 | | | $ | — | | | | 0 | | | | 15,470,959 | |

| November 1, 2016 – November 30, 2016 | | | 323,661 | | | $ | 199.85 | | | | 323,661 | | | | 15,147,298 | |

| December 1, 2016 – December 31, 2016 | | | 20,665 | | | $ | 219.88 | | | | 20,665 | | | | 15,126,633 | |

| Total | | | 344,326 | | | $ | 201.05 | | | | 344,326 | | | | 15,126,633 | |

| October 1, 2015 – October 31, 2014 | | | 0 | | | $ | — | | | | 0 | | | | 18,412,706 | |

| November 1, 2015 – November 30, 2015 | | | 1,000,806 | | | $ | 157.73 | | | | 1,000,806 | | | | 17,411,900 | |

| December 1, 2015 – December 31, 2015 | | | 697,280 | | | $ | 149.77 | | | | 697,280 | | | | 16,714,620 | |

| Total | | | 1,698,086 | | | $ | 154.46 | | | | 1,698,086 | | | | 16,714,620 | |

The information required in response to this Item 6 is included under the caption “Five Year Summary” of the [removed: 2015] [added: 2016] Annual Report, and that information is incorporated herein by reference.

The information required in response to this Item 8 is included under the caption “Consolidated Statements of Earnings,” “Consolidated Statements of Comprehensive Earnings,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” “Consolidated Statements of Total Equity,” “Notes to Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quarterly Performance (Unaudited)” of the [removed: 2015] [added: 2016] Annual Report, and that information is incorporated herein by reference, except that the information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook [removed: 2016”] [added: 2017”] in the [removed: 2015] [added: 2016] Annual Report is not incorporated herein by reference.

As of December 31, [removed: 2015,] [added: 2016,] an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and [removed: procedures and the Company’s internal control over financial reporting.][added: procedures.]

[removed: Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the] [added: The] Company’s [removed: disclosure controls and procedures were effective in ensuring that all material information required to be disclosed is made known to them in a timely manner as of December 31, 2015 and further] [added: management] concluded that the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles as of December 31, [removed: 2015.][added: 2016.]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter [added: ended December 31, 2016] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The foregoing evaluation of the Company’s disclosure controls and procedures was based on the definition in Exchange Act Rule [removed: 13A-15(e),] [added: 13a-15(e),] which requires that disclosure controls and procedures are effectively designed to [removed: ensure] [added: provide reasonable assurance] that information required to be disclosed by an issuer in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Over time, [removed: control] [added: controls] may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

_Evaluation of Disclosure Controls and Procedures_

Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

_Management’s Report on Internal Control over Financial Reporting_

Our management’s report on internal control over financial reporting is included under Item 8 of this Annual Report on Form 10K and is incorporated by reference.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of its newly-acquired Ratliff ready mixed concrete operations, which are included in the 2016 consolidated financial statements and constituted approximately 1% of consolidated total assets and approximately 1% of net revenues as of and for the year ended December 31, 2016.

_Changes in Internal Control over Financial Reporting_

_Limitations on the Effectiveness of Controls_

_CEO and CFO Certifications_

The Company’s management has issued its annual statement of financial responsibility and report on the Company’s internal control over financial reporting, which included management’s assessment that the Company’s internal control over financial reporting was effective at December 31, 2015.

The Company’s independent registered public accounting firm has issued an attestation report that the Company’s internal control over financial reporting was effective at December 31, 2015.

Management’s report on the Company’s internal controls and the attestation report of the Company’s independent registered public accounting firm are included in the 2015 Financial Statements, included under Item 8 of this Form 10-K and the 2015 Annual Report.

See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Internal Control and Accounting and Reporting Risk” under Item 7 of this Form 10-K and the 2015 Annual Report.

PART III

| --- | --- |

None.

PART III

The information concerning directors of the Company, the Audit Committee of the Board of Directors, and the Audit Committee financial expert serving on the Audit Committee, all as required in response to this Item 10, is included under the captions “Corporate Governance Matters” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2015] [added: 2016] (the [removed: “2016] [added: “2017] Proxy Statement”), and that information is hereby incorporated by reference in this Form 10-K.

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The information required in response to this Item 11 is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2016] [added: 2017] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 12 is included under the captions “General Information,” “Security Ownership of Certain Beneficial Owners and Management,” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Company’s [removed: 2016] [added: 2017] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

##### [Table of Contents](#toc)

The information required in response to this Item 13 is included under the captions “Compensation Committee Interlocks and Insider Participation in Compensation Decisions” and “Corporate Governance Matters” in the Company’s [removed: 2016] [added: 2017] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 14 is included under the caption “Independent Auditors” in the Company’s [removed: 2016] [added: 2017] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The following consolidated financial statements of Martin Marietta Materials, Inc. and consolidated subsidiaries, included in the [removed: 2015] [added: 2016] Annual Report and incorporated by reference under Item 8 of this Form 10-K:

for years ended December 31, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013][added: 2014]

at December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

for years ended December 31, [added: 2016,] 2015, [removed: 2014] and [removed: 2013][added: 2014]

The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in the [removed: 2015] [added: 2016] Annual Report, and that report is hereby incorporated by reference in this Form 10-K.

| [removed: 3.01] [added: 10.14] | | [removed: —Restated Articles of Incorporation of the Company, as amended] [added: —Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan] (incorporated by reference to Exhibit [removed: 3.01] [added: 10.16] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2013)] [added: 2000)] (Commission File No. [removed: 1-12744))] [added: 1-12744)] |

| [removed: 3.02] [added: 4.10] | | [removed: —Restated Bylaws] [added: —Indenture, dated as] of [removed: the Company] [added: July 2, 2014, between Martin Marietta Materials, Inc. and Regions Bank, as trustee] (incorporated by reference to Exhibit [removed: 3.01 to] [added: 4.1 of] the [removed: Martin Marietta Materials, Inc.] [added: Company’s] Current Report on Form 8-K, filed on [removed: May 22, 2015)] [added: July 2, 2014)] (Commission File No. 1-12744) |

| [removed: 4.02] [added: 10.16] | | [removed: —Articles 2 and 8] [added: —Form] of [added: Option Award Agreement under] the [removed: Company’s] [added: Martin Marietta Materials, Inc. Amended and] Restated [removed: Articles of Incorporation, as amended] [added: Stock-Based Award Plan] (incorporated by reference to Exhibit [removed: 4.02] [added: 10.11] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 1996)] [added: 2008)] (Commission File No. [removed: 1-12744)] [added: 1-12744)] |

| [removed: 4.03] [added: 10.15] | | [removed: —Article 1 of the Company’s] [added: —Martin Marietta Materials, Inc. Third Amended and] Restated [removed: Bylaws, as amended] [added: Supplemental Excess Retirement Plan] (incorporated by reference to Exhibit [removed: 3.01] [added: 10] to the Martin Marietta Materials, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed on November 10, 2011)] [added: 10-Q for the quarter ended June 30, 2012)] (Commission File No. [removed: 1-12744)] [added: 1-12744)] |

| [removed: 4.06] | | [removed: —Indenture dated] as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as [removed: trustee] [added: trustee, pursuant to which were issued $250,000,000 aggregate principal amount of 6 1⁄4% Senior Notes due 2037 of Martin Marietta Materials, Inc.] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744)) |

| 4.07 | | —Second Supplemental Indenture, dated as of April 30, 2007, between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, to that certain Indenture dated [removed: as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, pursuant to which were issued $250,000,000 aggregate principal amount of 6 1⁄4% Senior Notes due 2037 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.3 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))] |

| [removed: 4.10] [added: 4.09] | | —Purchase Agreement dated as of June 23, 2014 among Martin Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the [added: several initial purchasers named in Schedule 1 thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 24, 2014) (Commission File No. 1-12744)] |

| [removed: 4.11] [added: 10.07] | | [removed: —Indenture,] [added: —Purchase and Contribution Agreement] dated as of [removed: July 2, 2014,] [added: April 19, 2013,] between Martin Marietta Materials, [removed: Inc.] [added: Inc., as seller] and [removed: Regions Bank,] as [removed: trustee] [added: servicer, and Martin Marietta Funding LLC, as buyer] (incorporated by reference to Exhibit [removed: 4.1 of] [added: 10.02 to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: July 2, 2014)] [added: April 24, 2013)] (Commission File No. 1-12744) |

| [removed: 4.12] [added: 4.11] | | —Form of Floating Rate Senior Notes due 2017 (included in Exhibit [removed: 4.10)] [added: 4.09)] |

| [removed: 4.13] [added: 4.12] | | —Form of 4.250% Senior Notes due 2024 (included in Exhibit [removed: 4.10)] [added: 4.09)] |

| [removed: 4.14] [added: 10.01] | | [removed: —Registration Rights Agreement,] [added: —$700,000,000 Credit Agreement] dated as of [removed: July 2, 2014,] [added: December 5, 2016] among Martin Marietta Materials, Inc., [added: JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., Branch Banking and Trust Company, SunTrust Bank, and] Deutsche Bank Securities [removed: Inc. and J.P. Morgan Securities LLC,] [added: Inc.,] as [removed: representatives of the Initial Purchasers] [added: Co-Syndication Agents] (incorporated by reference to Exhibit [removed: 4.4 of] [added: 10.01 to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.,] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: July 2, 2014)] [added: December 7, 2016)] (Commission File No. 1-12744) |

| [removed: 10.01] [added: 10.06] | | [removed: —$600,000,000] [added: —Seventh Amendment to] Credit [removed: Agreement] [added: and Security Agreement,] dated as of [removed: November 29, 2013] [added: September 28, 2016,] among Martin Marietta [added: Funding LLC, as borrower, Martin Marietta] Materials, [removed: Inc. and JPMorgan Chase Bank, N.A.,] [added: Inc.,] as [removed: Administrative Agent,] [added: servicer,] and [removed: Wells Fargo] [added: SunTrust] Bank, [removed: N.A., Branch Banking and Trust Company,] [added: as lender together with the other lenders from time to time party thereto,] and SunTrust Bank, as [removed: Co-Syndication Agents] [added: administrative agent for the lenders] (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, [removed: Inc.,] [added: Inc.] Current Report on Form 8-K filed on [removed: December 5, 2013)] [added: September 30, 2016)] (Commission File No. 1-12744) |

| [removed: 10.02] [added: 10.04] | | [removed: —] [added: —Second Amendment to] Credit and Security [removed: Agreement] [added: Agreement,] dated as of April [removed: 19, 2013,] [added: 18, 2014,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit [removed: 10.01] [added: 10.02] to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, [removed: 2013)] [added: 2014)] (Commission File No. 1-12744) |

| [removed: 10.03] [added: 10.05] | | [removed: —Commitment Letter dated as of June 20, 2014] [added: —Fifth Amendment] to [removed: the] Credit and Security Agreement, dated as of [removed: April 19, 2013 (as last amended April 18, 2014),] [added: September 30, 2014,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on [removed: June 25,] [added: October 3,] 2014) (Commission File No. 1-12744) |

| [added: 10.13] | | [added: —Martin Marietta Executive Cash Incentive Plan adopted February 18, 2016] (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on April 24, 2013)] [added: 10-Q for the quarter ended June 30, 2016)] (Commission File No. [removed: 1-12744)] [added: 1-12744)] |

| [removed: 10.08] [added: 10.17] | | —Form of [added: Restricted Stock Unit Award Agreement under the] Martin Marietta Materials, Inc. [removed: Third] Amended and Restated [removed: Employment Protection Agreement] [added: Stock-Based Award Plan] (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed on August 19, 2008)] [added: 10-Q for the quarter ended March 31, 2016)] (Commission File No. 1-12744) |

| [removed: 10.09] [added: 10.19] | | [removed: —Amended and Restated] [added: —Form of Restricted Stock Unit Agreement for Directors under the] Martin Marietta Materials, Inc. [removed: Common Stock Purchase] [added: Amended and Restated Stock-Based Award] Plan [removed: for Directors] (incorporated by reference to Exhibit [removed: 10.05] [added: 10.14] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744) |

| [removed: 10.10] [added: 10.18] | | [removed: —Martin] [added: —Form of Amendment to the Stock Unit Agreement under the Martin] Marietta Materials, Inc. Amended and Restated [removed: Executive Incentive] [added: Stock-Based Award] Plan (incorporated by reference to Exhibit [removed: 10.05] [added: 10.13] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744) |

| [removed: 10.11] [added: 10.20] | | [removed: —Martin] [added: —Form of Special Restricted Stock Unit Agreement under the Martin] Marietta Materials, Inc. [removed: Incentive Stock Plan, as] Amended [added: and Restated Stock-Based Award Plan] (incorporated by reference to Exhibit [removed: 10.06] [added: 10.19] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2008)] [added: 2014)] (Commission File No. 1-12744) |

| 10.12 | | —Martin Marietta [removed: Materials, Inc.] Amended and Restated Stock-Based Award Plan [removed: dated April 3, 2006] [added: last amended and restated February 18, 2016] (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2006)] [added: 2016)] (Commission File No. 1-12744) |

| [removed: 10.13] [added: 10.21] | | [removed: —Martin] [added: —Form of Performance Share Unit Award Agreement under the Martin] Marietta Materials, Inc. Amended [removed: Omnibus Securities] [added: and Restated Stock-Based] Award Plan (incorporated by reference to Exhibit [removed: 10.16] [added: 10.02] to the Martin Marietta Materials, Inc. [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2000)] [added: 2016)] (Commission File No. 1-12744) |

| *12.01 | | —Computation of ratio of earnings to fixed charges for the year ended December 31, [removed: 2015] [added: 2016] |

| *13.01 | | —Excerpts from Martin Marietta Materials, Inc. [removed: 2015] [added: 2016] Annual Report to Shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the [removed: 2015] [added: 2016] Annual Report to Shareholders that are not incorporated by reference shall not be deemed to be “filed” as part of this report. |

| [removed: *23.01] [added: *23.02] | | —Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries |

| *31.01 | | —Certification dated February [removed: 23, 2016] [added: 24, 2017] of Chief Executive Officer pursuant to Securities and Exchange Act of 1934, rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| *31.02 | | —Certification dated February [removed: 23, 2016] [added: 24, 2017] of Chief Financial Officer pursuant to Securities and Exchange Act of 1934, rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| *32.01 | | —Certification dated February [removed: 23, 2016] [added: 24, 2017] of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

| *32.02 | | —Certification dated February [removed: 23, 2016] [added: 24, 2017] of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

| [removed: *101.CAL] [added: *101. DEF] | | —XBRL Taxonomy Extension [removed: Calculation] [added: Definition] Linkbase [removed: Document] |

Martin Marietta Materials, Inc.’s [removed: 2016] [added: 2017] Proxy Statement filed pursuant to Regulation 14A, portions of which are incorporated by reference in this Form 10-K.

Those portions of the [removed: 2016] [added: 2017] Proxy Statement which are not incorporated by reference shall not be deemed to be “filed” as part of this report.

[removed: MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES][added: | *23.01 | | —Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries |]

| [removed: 3.01] [added: *4.02] | | [removed: —Restated Articles of Incorporation] [added: —Article 5] of the [removed: Company,] [added: Company’s Restated Articles of Incorporation,] as amended (incorporated by reference to Exhibit 3.01 [removed: to the Martin Marietta Materials, Inc.] [added: filed with this] Annual Report on Form [removed: 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)] [added: 10-K)] |

for years ended December 31, 2016, 2015, and 2014

for years ended December 31, 2016, 2015 and 2014

| *3.01 | | —Restated Articles of Incorporation of the Company, as amended |

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| _Exhibit No._ | | |

| 4.04 | | —Indenture dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) |

| 4.05 | | —Form of Martin Marietta Materials, Inc. 7% Debenture due 2025 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) |

| 4.08 | | —Third Supplemental Indenture, dated as of April 21, 2008, between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, to that certain Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, pursuant to which were issued $300,000,000 aggregate principal amount of 6.60% Senior Notes due 2018 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 21, 2008 (Commission File No. 1-12744)) |

| 4.09 | | —Rights Agreement, dated as of September 27, 2006, by and between Martin Marietta Materials, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the Form of Articles of Amendment With Respect to the Junior Participating Class B Preferred Stock of Martin Marietta Materials, Inc., as Exhibit A, and the Form of Rights Certificate, as Exhibit B (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 28, 2006) (Commission File No. 1-12744) |

| | | several initial purchasers named in Schedule 1 thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 24, 2014) (Commission File No. 1-12744) |

| 10.04 | | —First Amendment dated as of June 23, 2014 to the Credit Agreement dated as of November 29, 2013, among Martin Marietta Materials, Inc., the lenders listed therein and J.P. Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on June 25, 2014) (Commission File No. 1-12744) |

| 10.05 | | —Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2014) (Commission File No. 1-12744) |

| 10.06 | | —Fifth Amendment to Credit and Security Agreement, dated as of September 30, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on October 3, 2014) (Commission File No. 1-12744) |

| 10.07 | | —Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer |

| 10.14 | | —Martin Marietta Materials, Inc. Third Amended and Restated Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) (Commission File No. 1-12744) |

| 10.15 | | —Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.11 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744) |

| 10.16 | | —Form of Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009) (Commission File No. 1-12744) |

| 10.17 | | —Form of Amendment to the Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744) |

| 10.18 | | —Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744) |

| 10.19 | | —Form of Special Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.19 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. 1-12744) |

| 10.20 | | —Form of Performance Share Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.20 |

| | | to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. 1-12744) |

| *21.01 | | —List of subsidiaries of Martin Marietta Materials, Inc. |

| *24.01 | | —Powers of Attorney (included in this Form 10-K immediately following Signatures) |

| *95 | | —Mine Safety Disclosure Exhibit |

| *101.INS | | —XBRL Instance Document |

| *101.SCH | | —XBRL Taxonomy Extension Schema Document |

| *101.LAB | | —XBRL Taxonomy Extension Label Linkbase Document |

| *101.PRE | | —XBRL Taxonomy Extension Presentation Linkbase Document |

| *101.DEF | | —XBRL Taxonomy Extension Definition Linkbase |

Other material incorporated by reference:

| * | Filed herewith |

| | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K |

| (c) | Financial Statement Schedule |

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Col A | | Col B | | | | Col C | | | | | | | | Col D | | | | Col E | | |

| | | | | | | Additions | | | | | | | | | | | | | | |

| Description | | Balance at beginning of period | | | | (1) Charged to costs and expenses | | | | (2) Charged to other accounts— describe | | | | Deductions- describe | | | | Balance at end of period | | |

| --- | --- |

The Company has chosen not to include an optional summary of the information required by this Form 10-K.

For a reference to the information in this Form 10-K, investors should refer to the Table of Contents to this Form 10-K.

##### [Table of Contents](#toc)

| (c) | Financial Statement Schedule |

| --- | --- |

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Col A | | Col B | | | | Col C | | | | | | | | Col D | | | | Col E | | |

| | | | | | | Additions | | | | | | | | | | | | | | |

| Description | | Balance at beginning of period | | | | (1) Charged to costs and expenses | | | | (2) Charged to other accounts— describe | | | | Deductions- describe | | | | Balance at end of period | | |

| (Amounts in Thousands) | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2016 | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | $ | 6,940 | | | $ | — | | | | | | | $ | 674 | (a) | | | 6,266 | |

| Allowance for uncollectible notes receivable | | | 585 | | | | — | | | | — | | | | 148 | (a) | | | 437 | |

| Inventory valuation allowance | | | 130,584 | | | | 4,160 | | | | 118 | (b) | | | — | | | | 134,862 | |

| Year ended December 31, 2015 | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | $ | 4,077 | | | $ | 2,863 | | | $ | — | | | $ | — | | | $ | 6,940 | |

| Allowance for uncollectible notes receivable | | | 1,486 | | | | — | | | | — | | | | 901 | (a) | | | 585 | |

| Inventory valuation allowance | | | 119,189 | | | | 13,365 | | | | 1,400 | (b) | | | 3,370 | (c) | | | 130,584 | |

| Year ended December 31, 2014 | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | $ | 4,081 | | | $ | — | | | $ | — | | | $ | 4 | (a) | | $ | 4,077 | |

| Allowance for uncollectible notes receivable | | | 809 | | | | — | | | | 1,103 | (d) | | | 426 | (a) | | | 1,486 | |

| Inventory valuation allowance | | | 99,026 | | | | 11,762 | | | | 9,942 | (d) | | | 1,541 | (c) | | | 119,189 | |

| (a) | Write off of uncollectible accounts and change in estimates. |

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| (b) | Application of reserve policy to acquired inventories. |

| --- | --- |

| (c) | Divestitures. |

| --- | --- |

| (d) | Application of reserves to acquired notes receivable. |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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| MARTIN MARIETTA MATERIALS, INC. | | | | |