Martin Marietta Materials (MLM) 10-K risk factor changes: FY2017 vs FY2016

[removed: The words “may,” “will,” “could,”] “should,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “project,” “scheduled,” and similar expressions in connection with future events or future operating or financial performance are intended to identify forward-looking statements.

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: 2016] [added: 2017] Annual Report, and “Note A: Accounting Policies” and “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” of the [removed: 2016] [added: 2017] Financial Statements included under Item 8 of this Form 10-K and the [removed: 2016] [added: 2017] Annual Report.

If economic conditions and construction spending decline significantly in one or more areas, particularly in our top five sales-generating states of our [removed: Aggregates] [added: Building Materials] business (based on net sales by state of destination) of Texas, Colorado, North Carolina, Iowa, and Georgia, our profitability will decrease.

The Great Recession [added: of 2008] resulted in large declines in shipments of [removed: aggregate] [added: aggregates] products in our industry.

Recent years, however, have shown a [added: slow] turnaround in this trend.

During [removed: 2016] [added: 2017] our aggregates [added: product line] shipments showed [removed: 1.4% improvement] [added: a 0.6% decline] compared with [removed: 2015] [added: 2016] levels, after a [removed: 2.1%] [added: 1.4%] increase [removed: the prior year.][added: in 2016.]

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, we experienced a slight retraction in aggregates [added: product line] shipments to [removed: this] [added: the] infrastructure market after uncertainty regarding the solvency of the federal highway bill in 2014.

[removed: We] [added: Contractors] were not able to get any certainty on the availability of federal infrastructure funding until late [removed: 2015, but] [added: 2015 with] the [removed: funding that was enacted] [added: enactment of a new federal highway bill, which has] had [removed: very little] [added: insignificant] impact [removed: during 2016.][added: at the federal level to date.]

During the past [removed: 24] [added: 36] months, many states have taken on a significantly larger role in funding infrastructure investment, including initiating special-purpose taxes and raising gas taxes.

[removed: Supported by state spending programs, our] [added: Our] aggregates shipments to the infrastructure construction market [removed: declined 4% in 2016 compared to an increase of 5%] [added: increased 2%] in [removed: 2015] [added: 2017] compared with [removed: 2014.][added: 2016.]

[removed: Nonresidential and] [added: The] residential construction [removed: levels are] [added: market, like the nonresidential construction market, is] interest rate-sensitive and typically [removed: move] [added: moves] in direct correlation with economic cycles.

The Dodge Momentum [removed: Index,] [added: Index (DMI),] a [removed: 12-month] [added: twelve-month] leading indicator of construction spending for nonresidential building compiled by [removed: McGraw Hill] [added: McGraw-Hill] Construction and where the year 2000 serves as an index basis of 100, remained strong [removed: and was] at [removed: an eight-year] [added: a nine-year] high of [removed: 136.7] [added: 153.9] in December [removed: 2016,] [added: 2017,] a [removed: 9%] [added: 21%] increase over prior [removed: year, signaling continued growth in nonresidential construction..][added: year.]

While [added: residential housing] starts [removed: exceeded one] [added: were approximately 1.3] million [added: units] in [removed: 2016,] [added: 2017,] they still remain below the 50-year historical annual average of 1.5 million units.

[removed: Our aggregates volumes to the nonresidential construction] [added: The public infrastructure] market accounted for [removed: 32%] [added: approximately 40%] of [removed: our 2016] [added: the Company’s] aggregates product line shipments [removed: and increased 3% compared] [added: in 2017, consistent] with [added: 2016 and] 2015.

According to the U.S. Census Bureau, spending for the private nonresidential construction market increased [removed: 8%] in [removed: 2016] [added: 2017] compared with [removed: 2015.][added: 2016.]

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 [removed: energy-sector projects, namely development of shale-based natural gas fields.][added: energy-related projects.]

[removed: However, low oil prices in] [added: Since] the latter part of [removed: 2015 and throughout 2016 has] [added: 2015, low oil prices have] suppressed [added: shipments directly into] shale exploration [removed: activity.][added: activities.]

In [removed: 2016,] [added: 2017,] the Company shipped approximately [removed: 1.5] [added: 1.8] million tons [removed: to the energy-sector] [added: for shale exploration] compared with approximately [added: 1.5 million tons in 2016 and] 3.6 million tons in 2015.

The residential construction market accounted for approximately 21% of the Company’s aggregates product line shipments in [removed: 2016.][added: 2017.]

The Company’s exposure to residential construction is [removed: typically] split [removed: evenly] between aggregates used in the construction of subdivisions (including roads, sidewalks, and storm and sewage [removed: drainage) and] [added: drainage),] aggregates used in new [added: single-family] home [removed: construction.][added: construction and aggregates used in construction of multi-family units.]

Therefore, the timing of new subdivision starts, as well as new [removed: home starts, equally affects] [added: single-family housing permits, are strong indicators of] residential volumes.

Private residential construction spending increased [removed: 5%] [added: 12%] in [removed: 2016] [added: 2017] compared with [removed: 2015,] [added: 2016,] according to the U.S. Census Bureau.

The [removed: existence of] [added: visibility into] future federal infrastructure funding was [removed: resolved] [added: clarified] near the end of 2015 with the passage of the [added: current federal highway bill, the] FAST [removed: Act.][added: Act, which reauthorizes federal highway and transportation funding programs.]

While the total value of United States overall public-works spending increased in [removed: 2016,] [added: 2017,] federal funding through the FAST Act did not impact highway spending in any meaningful way.

This increase in overall public works spending in [removed: 2016] [added: 2017] demonstrates the commitment of states to address the underlying demand for infrastructure investment.

We expect to see [added: some increased infrastructure spending at the state level in 2018, but no] meaningful impact from the FAST Act funding [removed: beginning in 2017, along with increased] [added: or an enhanced federal] infrastructure [removed: spending at the state level.][added: bill until 2019 or later.]

Any [removed: such measures] [added: enhanced federal infrastructure bill] will require Congressional approval.

We cannot be assured, however, of [added: such approval or of] the existence, amount, and timing of appropriations for spending on future projects.

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

The Highway Trust Fund has experienced shortfalls in recent years, due to high gas [removed: prices (until recently),] [added: prices,] fewer miles driven and improved automobile fuel efficiency.

Many states [removed: have] [added: after the Great Recession] experienced state-level funding pressures caused by lower tax revenues and an inability to finance approved projects.

[added: For example,] North Carolina was among the states [removed: experiencing] [added: that experienced] these pressures, and this [removed: State] [added: state] disproportionately affects our revenues and profits.

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

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

The [removed: construction aggregates business] [added: Building Materials product lines’] production and shipment levels follow activity in the construction industry, which typically occur in the spring, summer and fall.

Because of the weather’s effect on the construction industry’s activity, the production and shipment levels for the Company’s [removed: Aggregates] [added: Building Materials] business, including all of its aggregates-related downstream operations, vary by quarter.

These weather events reduced the Company’s overall profitability in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] so our results for those years, or in comparison to other years, may not be indicative of our future operating results.

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

_Our [removed: Aggregates] [added: Building Materials] business depends on the availability of aggregate reserves or deposits and our ability to mine them economically._

As other examples, our [removed: Aggregates business] [added: aggregates, ready mix concrete, and asphalt and paving product lines] may compete with recycled asphalt and concrete products that could be used instead of new products and our [removed: Cement business] [added: cement product line] may compete with international competitors who are importing product to the United States with lower production and regulatory costs.

The words “may,” “will,” “could,”

The United States is currently experiencing the third-longest economic recovery since the Great Depression.

As of December 31, 2017, the current expansion, which started in June 2009, the approximate end of the Great Recession, has lasted 102 months.

By comparison, the average trough-to-peak expansionary cycle since 1938 was 60 months and, in May 2018, the current cycle will become the second-longest economic recovery since the Great Depression.

During this current economic expansion, however, governmental uncertainty, labor shortages and record levels of precipitation have slowed the pace of heavy construction activity, resulting in what we believe to be a slow, steady, extended construction cycle.

The Company’s overall aggregates product line shipments remain approximately 10% below mid-cycle demand.

Importantly, the level of recovery varies within the Company’s geographic footprint.

Specifically, North Carolina and Georgia, key states in the Mid-America and Southeast Groups, respectively, are approximately 20% below mid-cycle demand, while Texas, a key state in the West Group, is modestly above mid-cycle demand.

Government uncertainty, attendant project delays and tight labor markets have exerted disproportionate downward pressure on public construction activity and, for the past three years, as these headwinds have worsened, the Company’s shipments to this end use market have remained below the most recent five-year average of 43% and ten-year average of 48%.

The nonresidential construction market accounted for approximately 31% of the Company’s aggregates product line shipments in 2017.

Our aggregates shipments to the nonresidential construction market decreased 3% in 2017 compared with 2016.

Our aggregates shipments to the residential construction market increased 1% in 2017 compared with 2016.

Construction of both subdivisions and single-family homes is more aggregates intensive than construction of multi-family units.

Through an economic cycle, multi-family construction generally begins early in the cycle and then transitions to single-family construction.

In the November 2017 election, $3.7 billion of transportation funding initiatives were approved in Texas, Colorado, Georgia, South Carolina and Kansas.

_Our Building Materials business is seasonal and subject to the weather, which can significantly impact operations._

Nationally, 2017 marked the 20th wettest year on record, and the fifth consecutive year with above-average precipitation.

The last few years brought an unprecedented amount of precipitation to the United States and particularly to Texas.

Importantly, inclement weather was most significant during the second and third quarters, which represents the zenith of the construction season.

For the six-month period from April through September, for the 123 years the National Oceanic Atmospheric Administration (NOAA) has been tracking data, most areas experienced above-average rainfall.

In Texas, Hurricane Harvey, a Category 4 storm that made landfall in Houston in August 2017, brought nearly 20 trillion gallons of precipitation.

In the Southeast, Hurricane Irma, also a Category 4 storm, made landfall in Florida in September 2017 and brought excessive rainfall to the southeastern United States, notably Florida and Georgia.

These hurricanes generated winds, rainfall, and flooding which disrupted operations in Texas, Louisiana, Florida, Georgia, the Carolinas, and the Bahamas.

In 2017, the Federal Reserve raised the federal funds rate to over one percent for the first time in nearly a decade.

_We cannot be assured our proposed acquisition of Bluegrass Materials will be completed or will be completed in the timeframe or on the terms or in the manner we currently anticipate._

There are a number of risks and uncertainties relating to our proposed acquisition of Bluegrass Materials.

For example, the acquisition may not be completed, or may not be completed in the timeframe, on the terms or in the manner we currently anticipate, as a result of a number of factors, including the failure of one or more of the conditions to closing the proposed acquisition.

We cannot be assured the conditions to closing the proposed acquisition will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the acquisition.

The acquisition agreement may be terminated by the parties under certain circumstances.

Any delay in closing or a failure to close could have a negative impact on our business and the trading prices of our securities.

_We and Bluegrass Materials will be subject to business uncertainties while the proposed acquisition is pending that could adversely affect our and their business._

Uncertainty about the effect of the proposed acquisition of Bluegrass Materials on employees and customers may have an adverse effect on us and Bluegrass Materials.

Although we and Bluegrass Materials intend to take actions to reduce any adverse effects, these uncertainties may impair our and their ability to attract, retain and motivate key personnel until the proposed acquisition is completed and for a period of time thereafter.

These uncertainties could cause customers, suppliers, and others that transact business with us and/or Bluegrass Materials to seek to change existing business relationships.

In addition, employee retention could be reduced during the pendency of the proposed acquisition, as employees may experience uncertainty about their future roles.

If, despite our and Bluegrass Materials’ retention efforts, key employees depart because of concerns relating to the uncertainty and difficulty of the integration process or a desire not to remain with us, our business could be harmed.

Before the proposed acquisition may be completed, the applicable waiting period must expire or terminate under federal law, and we may be required to divest certain assets in order to obtain all necessary regulatory approvals.

In addition to this regulatory approval, the proposed acquisition is subject to certain other conditions that may prevent, delay, or otherwise materially adversely affect completion of the transaction.

We cannot predict whether and when these other conditions will be satisfied.

The requirements for satisfying such conditions could delay completion of the proposed acquisition of Bluegrass Materials for a period of time, reducing or eliminating some anticipated benefits of the transaction, or prevent completion of the Acquisition from occurring at all.

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

For the last five years, our aggregates shipments have increased, reflecting degrees of stability and modest growth.

However, volumes are still below historically normal levels.

Prior to 2010, use of aggregate products in the United States had declined almost 40% from the highest volume in 2006.

This improvement was made in 2016 despite significant levels of rainfall in many of our major markets.

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

The FAST Act funding is primarily secured through gas tax collections.

Market analysis projects aggregate demand to increase with the availability of federal funding, with demand peaking in 2018, and thereafter declining with anticipated higher interest and inflation rates.

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.

We believe that the demand and need for infrastructure projects will continue to support consistent growth in this market now that long-term federal funding has been resolved.

In 2016, 39% of our product line aggregates shipments were to the infrastructure construction market.

Within the construction industry, we also sell our aggregates and cement products for use in both nonresidential construction and residential construction.

Nonresidential and residential construction levels generally move with economic cycles; when the economy is strong, construction levels rise, and when the economy is weak, construction levels fall.

In 2016, construction growth was driven by private-sector activity.

Housing starts, a key indicator for residential construction activity, continue to show year-over-year improvement.

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

Importantly, 2016 housing starts exceeded completions, a trend expected to continue in 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 8% of our aggregates shipments in 2016.

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.

Shipments of aggregates-related downstream products typically follow construction aggregates trends.

The Cement business was acquired from TXI in 2014.

Its net sales of $364.4 million for 2016 reflected the Company’s leading position in the Texas market.

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

The federal highway bill provides annual highway funding for public-sector construction projects.

The current federal highway bill passed in late 2015, the FAST Act, after a decade of 36 short-term funding provisions, reauthorizes federal highway and transportation funding programs.

Prior to the FAST Act, states had also taken on a larger role in funding sustained infrastructure investment.

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

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.

_Our Aggregates business is seasonal and subject to the weather._

The National Oceanic and Atmospheric Administration (“NOAA”) has tracked precipitation for 122 years.

According to NOAA, 2015 represented the wettest year on record for Texas and Oklahoma, while North Carolina, South Carolina, Colorado and Iowa each experienced a top-ten precipitation year.

Our nation as a whole had its third-wettest year in NOAA recorded history in 2015.

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.

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: 2016] [added: 2017] 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: 2017”] [added: 2018”] in the [removed: 2016] [added: 2017] Annual Report is not incorporated herein by reference.

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

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: 2016] [added: 2017] Annual Report, and that information is incorporated herein by reference.

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

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

The [removed: Aggregates business also includes aggregates-related downstream product lines (including its heavy building materials such as asphalt products,] [added: aggregates, cement,] ready mixed concrete, [added: asphalt] and [removed: road] paving [removed: construction services).][added: product lines are reported collectively as the “Building Materials” business.]

The [removed: Company’s Cement] [added: cement product line of the Building Materials] business produces Portland and specialty cements.

The transaction provided over 800 million tons of permitted [removed: aggregate] [added: aggregates] reserves and enhanced the Company’s existing long-term position in this market.

[added: 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 ready mixed concrete in Texas, northern Louisiana and, to a lesser extent, in Oklahoma [removed: and Arkansas.]

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

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

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

As part of an agreement [added: in conjunction] with the United States Department of Justice’s review of the transaction, the Company divested [removed: of] its North Troy Quarry in Oklahoma and two related rail distribution yards in Dallas and Frisco, Texas.

In 2015, the Company divested its California cement [removed: business] [added: operations] acquired from TXI.

These operations were not in close proximity to [added: aggregates and] other core assets of the Company and, unlike other marketplace competitors, were not vertically integrated with ready mixed concrete production.

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 [removed: Cement business.][added: cement product line.]

Between 2001 and [removed: 2016,] [added: 2017,] the Company disposed of or idled a number of underperforming operations, including aggregates, ready mixed concrete, trucking, and asphalt and road paving operations of its [removed: Aggregates] [added: Building Materials] business and the refractories business of its Magnesia Specialties business.

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

The Company will continue to evaluate opportunities to divest underperforming assets, if appropriate, during [removed: 2017] [added: 2018] in an effort to redeploy capital for other opportunities.

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

Information concerning the Company’s total revenues, net sales, gross profit, earnings from operations, assets employed, and certain additional information attributable to each [added: reportable business segment for each year in the three-year period ended December 31, 2017 is included in “Note O: Business Segments” of the “Notes to Financial Statements” of the Company’s 2017 consolidated financial statements (the “2017 Financial Statements”), which are included under Item 8 of this Form 10-K, and are part of the Company’s 2017 Annual Report to Shareholders (the “2017 Annual Report”), which information is incorporated herein by reference.]

The [removed: Aggregates and Cement businesses market their] [added: Building Materials business markets its] products primarily to the construction industry, with approximately [removed: 39%] [added: 40%] of the aggregates product line shipments in [removed: 2016] [added: 2017] 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.

However, after uncertainty regarding the [removed: solvency] [added: status] of the highway bill in 2014, the Company experienced a slight retraction in aggregates [added: product line] 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 [removed: in 2016 and 2015] [added: for the past three years] compared with the most recent five-year average of [removed: 44%.][added: 43%.]

The Company’s aggregates product line shipments [removed: have] increased [added: in] each of the [removed: past five years,] [added: three years prior to 2017, including a 1.4% increase in 2016,] reflecting degrees of stability and modest growth.

[removed: However,] [added: Despite some volume growth in recent years,] aggregates volumes are still below historically normal levels.

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

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

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

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

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

Consequently, states can advance construction projects immediately with potentially zero upfront outlay of local state [removed: department of transportation] [added: DOT] dollars.

Management believes TIFIA could provide a substantial boost for state [removed: department of transportation] [added: DOT] construction programs well above what is currently budgeted.

As of January [removed: 2017,] [added: 2018,] TIFIA funded projects for the Company’s [removed: key] [added: top five sales-generating] states (Texas, Colorado, North Carolina, Iowa and Georgia) exceeded [removed: $22] [added: $25] 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 [added: Mass Transit Account.]

Approximately half of the [removed: Aggregates] [added: Building Materials] business’ net sales to the infrastructure market come from federal funding [removed: authorizations, including matching funds from the states.]

The Company’s [removed: Aggregates] [added: Building Materials] business covers a wide geographic area.

The Company’s five largest [removed: revenue-generating] [added: sales-generating] states (Texas, Colorado, North Carolina, Iowa and Georgia) accounted for [removed: 73%] [added: 74%] of total [removed: 2016] [added: 2017] net sales [removed: for the Aggregates business] by state of destination.

The Company’s [removed: Aggregates] [added: Building Materials] business is accordingly affected by the economies in these regions and has been adversely affected in part by recessions and weaknesses in these economies from time to time.

Recent improvements in the national economy and in some of the states in which the Company operates have led to improvements in profitability in the Company’s [removed: Aggregates] [added: Building Materials] business.

Excessive [removed: rainfall, flooding, or severe drought can also jeopardize shipments,] [added: rainfall jeopardizes] production, [added: shipments] and profitability in all [removed: of] [added: markets served by] the [removed: Company’s markets.][added: Company.]

[removed: Additionally, in] [added: In] October 2016, rainfall along the eastern seaboard of the United States from Hurricane Matthew, a [removed: category-5] [added: Category 5] hurricane, approximated 13.6 trillion gallons.

[added: Hurricane] Matthew was [removed: also] the first major hurricane on record to make landfall in the [removed: Bahamas, where the Company has a facility.][added: Bahamas.]

As described below, the Company’s distribution system mainly uses trucks, but also has access to a river barge and ocean vessel network where the [removed: per mile] [added: per-mile] unit cost of transporting aggregates is much lower.

Martin Marietta Materials, Inc. (the “Company” or “Martin Marietta”) is a natural-resource-based building materials company.

The Company supplies aggregates (crushed stone, sand and gravel) through its network of 282 quarries and distribution yards to customers in 30 states, Canada, the Bahamas and the Caribbean Islands.

In the western United States, Martin Marietta also provides cement and downstream products, namely, ready mixed concrete, asphalt and paving services in markets where the Company has a leading aggregates position.

Specifically, the Company has two cement plants in Texas, and ready mixed concrete and asphalt operations in Texas, Colorado, Louisiana and Arkansas.

Paving services are exclusively in Colorado.

The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects.

The Company also operates a Magnesia Specialties business with production facilities in Michigan and Ohio.

The Magnesia Specialties business produces magnesia-based chemicals products which are used in industrial, agricultural and environmental applications.

It also produces dolomitic lime sold primarily to customers in the steel and mining industries.

Magnesia Specialties’ products are shipped to customers worldwide.

and Arkansas.

On June 26, 2017, the Company announced a definitive agreement to acquire Bluegrass Materials Company (“Bluegrass Materials”) for $1.625 billion in cash.

The Company will not acquire any of Bluegrass Materials’ cash and cash equivalents nor will it assume any of Bluegrass Materials’ outstanding debt.

Bluegrass Materials is the largest privately held, pure-play aggregates business in the United States and has a portfolio of 23 active sites with more than 125 years of strategically-located, high-quality reserves, in Maryland, Georgia, South Carolina, Kentucky, Tennessee and Pennsylvania.

These operations complement the Company’s existing southeastern footprint and provide a new growth platform within the southern portion of the Northeast megaregion.

The Company and Bluegrass Materials are continuing to work closely and cooperatively with the Department of Justice in its review of the proposed transaction.

The parties currently anticipate that the proposed acquisition will be completed in the first half of 2018.

The Mid-America and Southeast Groups provide aggregates products only.

The West Group provides aggregates, cement and downstream products.

The following states accounted for 74% of the Building Materials business net sales in 2017: Texas, Colorado, North Carolina, Iowa and Georgia.

_Building Materials Business_

This section describes the product lines of the Building Materials business undertaken by the Company within its Mid-America Group, Southeast Group, and West Group.

The Company undertakes its aggregates product line of business in all of these geographic segments within its Building Materials business.

In 2017, the aggregates product line represented 59% of the Company’s consolidated total revenues.

The Company’s cement, ready mixed concrete, and asphalt and paving operations are conducted within the Company’s West Group, with its two cement plants in Texas, and the remaining ready mixed concrete and asphalt product lines in Texas, Colorado, Louisiana, and Arkansas.

Paving services are exclusively in Colorado.

The Company’s cement product line is described below and in greater detail in the next section.

Collectively, in 2017 the Building Materials business generated total revenues and earnings from operations of $3.7 billion and $707 million, respectively.

The Building Materials business serves customers in the construction marketplace.

The business’ profitability is sensitive to national, regional and local economic conditions and cyclical swings in construction spending, which are in turn affected by fluctuations in interest rates; access to capital markets; levels of public-sector infrastructure funding; and demographic, geographic, employment and population dynamics.

The heavy- side construction business, inclusive of much of the Company’s operations, is conducted outdoors.

Therefore, precipitation and other weather-related conditions, including flooding, hurricanes, snowstorms and droughts, can significantly affect production schedules, shipments, costs, efficiencies and profitability.

Generally, the financial results for the first and fourth quarters are significantly lower than the second and third quarters due to winter weather.

Aggregates are an engineered granular material consisting of crushed stone, sand and gravel of varying mineralogies, manufactured to specific sizes, grades and chemistry for use primarily in construction applications.

The Company’s operations consist primarily of open pit quarries; however, the Company is the largest operator of underground aggregates mines in the United States with14 active underground mines located in the Mid-America Group.

On average, the Company’s aggregates reserves exceed 60 years based on normalized production levels and approximate 100 years at current production rates.

Cement is the basic binding agent used to bind water, aggregates and sand, in the production of ready mixed concrete.

These plants

produce Portland and specialty cements, have a combined annual capacity of 4.5 million tons, and operated at 75% to 80% utilization in 2017.

The Midlothian plant permit would allow the Company to expand production by up to 800,000 additional tons.

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

The Company’s Aggregates business consists primarily of mining, processing, and selling granite, limestone, sand and gravel.

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.

The Company also has a Magnesia Specialties business that manufactures and markets magnesia-based chemical products used in industrial, agricultural, and environmental applications, and dolomitic lime sold primarily to customers in the steel industry.

The Company uses its ability to distribute materials over long distances by rail and water to further expand its operations.

TXI, as a stand-alone entity, was a

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

The Company’s Cement business is reported through the Cement segment.

reportable business segment for each year in the three-year period ended December 31, 2016 is included in “Note O: Business Segments” of the “Notes to Financial Statements” of the Company’s 2016 consolidated financial statements (the “2016 Financial Statements”), which are included under Item 8 of this Form 10-K, and are part of the Company’s 2016 Annual Report to Shareholders (the “2016 Annual Report”), which information is incorporated herein by reference.

_Aggregates Business_

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

The Aggregates business also includes the operation of other construction materials businesses.

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

The Company is a leading supplier of aggregates for the construction industry in the United States.

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

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.

$207.4 billion of the FAST Act funding will be apportioned to the 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 expected beginning in 2017.

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.

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.

Mass Transit Account.

The Company’s Aggregates business is also highly seasonal, due primarily to the effect of weather conditions on construction activity within its markets.

The operations of the Aggregates business that are concentrated in the northern and midwestern United States and Canada typically experience more severe winter weather conditions than operations in the southeastern and southwestern regions of the United States.

Subject to these factors, the Company’s second and third quarters are typically the strongest, with the first quarter generally reflecting the weakest results.

Results in any quarter are not necessarily indicative of the Company’s annual results.

Similarly, the operations of the Aggregates business in the coastal areas are at risk for hurricane activity, most notably in August, September and October, and have experienced weather-related losses from time to time.

Weather-related hindrances were exacerbated over the last two years by record precipitation in many of the Company’s key markets.

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

The National Oceanic and Atmospheric Administration (“NOAA”) has tracked precipitation for 122 years.

According to NOAA, 2015 represented the wettest year on record for Texas and Oklahoma, while North Carolina, South Carolina, Colorado and Iowa each experienced a top-ten precipitation year, and the nation as a whole had its third-wettest year in NOAA recorded history.

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.

Hurricane

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.

In 1994, 93% of the Company’s aggregates shipments were moved by truck, the rest by rail.

In contrast, in 2016, the originating mode of transportation for the Company’s aggregates shipments was 76% by truck, 20% by rail, and 4% by water.

Although the Company divested its River District Operations in 2011 as part of the asset exchange with Lafarge, the development of deep-water and rail distribution yards continues to be a key component of the Company’s strategic growth plan.

The Company was not required to pay any penalties in [removed: 2016] [added: 2017] 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: 2016] [added: 2017] Financial Statements included under Item 8 of this Form 10-K and the [removed: 2016] [added: 2017] 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: 2016] [added: 2017] Annual Report.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

As of June 30, [removed: 2016,] [added: 2017,] 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: $8,873,085,696] [added: $11,664,571,328.26] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 10, 2017] [added: 9, 2018] |

| Common Stock, $.01 par value per share | | [removed: 63,067,156] [added: 62,803,002] shares |

| Excerpts from Annual Report to Shareholders for the Fiscal Year Ended December 31, [removed: 2016] [added: 2017] (Annual Report) | | | | Parts I, II, and IV |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 18, 2017] [added: 17, 2018] (Proxy Statement) | | | | Part III |

| ITEM 1. | | [removed: [BUSINESS](#tx344578_2)] [added: [BUSINESS](#tx529448_2)] | | | 1 | |

| ITEM 1A. | | [RISK [removed: FACTORS](#tx344578_3)] [added: FACTORS](#tx529448_3)] | | | [removed: 20] [added: 19] | |

| ITEM 1B. | | [UNRESOLVED STAFF [removed: COMMENTS](#tx344578_4)] [added: COMMENTS](#tx529448_4)] | | | [removed: 37] [added: 35] | |

| ITEM 2. | | [removed: [PROPERTIES](#tx344578_5)] [added: [PROPERTIES](#tx529448_5)] | | | [removed: 38] [added: 35] | |

| ITEM 3. | | [LEGAL [removed: PROCEEDINGS](#tx344578_6)] [added: PROCEEDINGS](#tx529448_6)] | | | [removed: 43] [added: 40] | |

| ITEM 4. | | [MINE SAFETY [removed: DISCLOSURES](#tx344578_7)] [added: DISCLOSURES](#tx529448_7)] | | | [removed: 43] [added: 40] | |

| [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#tx344578_8)] [added: REGISTRANT](#tx529448_8)] | | | | | [removed: 44] [added: 40] | |

| ITEM 5. | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#tx344578_10)] [added: SECURITIES](#tx529448_10)] | | | [removed: 44] [added: 41] | |

| ITEM 6. | | [SELECTED FINANCIAL [removed: DATA](#tx344578_11)] [added: DATA](#tx529448_11)] | | | [removed: 45] [added: 42] | |

| ITEM 7. | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#tx344578_12)] [added: OPERATIONS](#tx529448_12)] | | | [removed: 45] [added: 42] | |

| ITEM 7A. | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#tx344578_13)] [added: RISK](#tx529448_13)] | | | [removed: 46] [added: 42] | |

| ITEM 8. | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#tx344578_14)] [added: DATA](#tx529448_14)] | | | [removed: 46] [added: 43] | |

| ITEM 9. | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#tx344578_15)] [added: DISCLOSURE](#tx529448_15)] | | | [removed: 46] [added: 43] | |

| ITEM 9A. | | [CONTROLS AND [removed: PROCEDURES](#tx344578_16)] [added: PROCEDURES](#tx529448_16)] | | | [removed: 46] [added: 43] | |

| ITEM 9B. | | [OTHER [removed: INFORMATION](#tx344578_17)] [added: INFORMATION](#tx529448_17)] | | | [removed: 48] [added: 44] | |

| [PART [removed: III](#tx344578_18)] [added: III](#tx529448_18)] | | | | | [removed: 48] [added: 45] | |

| ITEM 10. | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#tx344578_19)] [added: GOVERNANCE](#tx529448_19)] | | | [removed: 48] [added: 45] | |

| ITEM 11. | | [EXECUTIVE [removed: COMPENSATION](#tx344578_20)] [added: COMPENSATION](#tx529448_20)] | | | [removed: 48] [added: 45] | |

| ITEM 12. | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#tx344578_21)] [added: MATTERS](#tx529448_21)] | | | [removed: 48] [added: 45] | |

| ITEM 13. | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#tx344578_22)] [added: INDEPENDENCE](#tx529448_22)] | | | [removed: 49] [added: 45] | |

| ITEM 14. | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#tx344578_23)] [added: SERVICES](#tx529448_23)] | | | [removed: 49] [added: 45] | |

| ITEM 15. | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#tx344578_25)] [added: SCHEDULES](#tx529448_25)] | | | [removed: 49] [added: 46] | |

| ITEM 16. | | [FORM 10-K [removed: SUMMARY](#tx344578_26)] [added: SUMMARY](#tx529448_26)] | | | [removed: 54] | |

10-K 1 d529448d10k.htm 10-K

| | | | | Emerging growth company | | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [PART I](#tx529448_1) | | | | | 1 | |

| [PART II](#tx529448_9) | | | | | 41 | |

| [PART IV](#tx529448_24) | | | | | 46 | |

| | | | | | | |

| | | | | | | |

| [SIGNATURES](#tx529448_27) | | | | | | |

10-K 1 d344578d10k.htm FORM 10-K

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

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

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

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

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

As of December 31, [removed: 2016,] [added: 2017,] the Company processed or shipped aggregates from [removed: 276] [added: 282] quarries, underground mines, and distribution yards in [removed: 29] [added: 26] states, Canada, and the Bahamas, of which 108 are located on land owned by the Company free of major encumbrances, [removed: 58] [added: 59] are on land owned in part and leased in part, [removed: 103] [added: 107] are on leased land, and [removed: seven] [added: eight] are on facilities neither owned nor leased, where raw materials are removed under an agreement.

In addition, as of December 31, [removed: 2016,] [added: 2017,] the Company processed and shipped ready mixed concrete and/or asphalt products from [removed: 158] [added: 152] properties in five states, of which 127 are located on land owned by the Company free of major encumbrances, one is on land owned in part and leased in part, [removed: 29] [added: and 24] are on leased [removed: land, and one is on a facility neither owned or leased, where product is sold under an agreement.][added: land.]

The Company uses the same methods of analysis to evaluate and estimate the amount of its aggregates reserves used in the cement manufacturing process for its [removed: Cement business] [added: cement product line] as it does for its [removed: Aggregates business.][added: aggregates product line.]

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: 2016] [added: 2017] Annual Report for discussion of reserves evaluation by the Company.

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

The Company’s estimate of reserves shown in the tables below include reserves used in the Company’s [removed: Cement] [added: cement product line] and Magnesia Specialties [removed: businesses.][added: business.]

| | | Number of Producing Quarries | | | | Tonnage of Reserves for each general type of aggregate at [removed: 12/31/15] [added: 12/31/16] (Add 000) | | | | | | | | Tonnage of Reserves for each general type of aggregate at [removed: 12/31/16] [added: 12/31/17] (Add 000) | | | | | | | | Change in Tonnage from [removed: 2015] [added: 2016] (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: 2016] [added: 2017] | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | Hard Rock | | | | S & G | | | | At Quarry | | | | Not at Quarry | | | | | Owned | | | | Leased | | | | | |

| Arkansas | | | 3 | | | | [removed: 223,382] [added: 218,333] | | | | [added: 0] | | | | [removed: 218,333] [added: 223,326] | | | | 0 | | | | [removed: (5,049] [added: 4,993] | [removed: )] | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 49] [added: 47] | % | | | [removed: 51] [added: 53] | % |

| Florida | | | 1 | | | | [removed: 208,805] [added: 123,892] | | | | [added: 0] | | | | [removed: 123,892] [added: 123,385] | | | | 0 | | | | [removed: (84,913] [added: (507] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 35 | % | | | 65 | % |

| Kansas | | | [removed: 4] [added: 3] | | | | [removed: 80,757] [added: 79,250] | | | | [added: 0] | | | | [removed: 79,250] [added: 78,102] | | | | 0 | | | | [removed: (1,507] [added: (1,148] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 8 | % | | | 36 | % | | | 64 | % |

| Kentucky | | | 1 | | | | [added: 0] | | | | 24,891 | | | | 0 | | | | [removed: 24,891] [added: 24,595] | | | | 0 | | | | [removed: 0] [added: (297] | [added: )] | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| Louisiana | | | 3 | | | | [added: 0] | | | | [removed: 9,091] [added: 8,545] | | | | 0 | | | | [removed: 8,545] [added: 8,158] | | | | 0 | | | | [removed: (546] [added: (388] | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 100 | % |

| Maryland | | | 2 | | | | [removed: 133,980] [added: 121,757] | | | | [added: 0] | | | | [removed: 121,757] [added: 120,524] | | | | 0 | | | | [removed: (12,223] [added: (1,233] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

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

| Nebraska | | | 4 | | | | [removed: 181,196] [added: 176,446] | | | | [added: 0] | | | | [removed: 176,446] [added: 171,174] | | | | 0 | | | | [removed: (4,750] [added: (5,272] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 52] [added: 53] | % | | | [removed: 48] [added: 47] | % |

| Nevada | | | 1 | | | | [removed: 136,871] [added: 136,189] | | | | [added: 0] | | | | [removed: 136,189] [added: 135,338] | | | | 0 | | | | [removed: (682] [added: (851] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 91 | % | | | 9 | % |

| Tennessee | | | 1 | | | | [removed: 35,938] [added: 35,483] | | | | [added: 0] | | | | [removed: 35,483] [added: 35,101] | | | | 0 | | | | [removed: (455] [added: (381] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| Utah | | | 1 | | | | [removed: 23,888] [added: 23,636] | | | | [added: 0] | | | | [removed: 23,636] [added: 22,472] | | | | 0 | | | | [removed: (252] [added: (1,165] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 100 | % |

| Virginia | | | [removed: 4] [added: 5] | | | | [removed: 344,298] [added: 357,068] | | | | [added: 0] | | | | [removed: 357,068] [added: 337,285] | | | | 0 | | | | [removed: 12,770] [added: (19,783] | [added: )] | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | [removed: 57] [added: 60] | % | | | [removed: 43] [added: 40] | % |

| Wyoming | | | 2 | | | | [removed: 159,866] [added: 156,943] | | | | [added: 0] | | | | [removed: 156,943] [added: 156,891] | | | | 0 | | | | [removed: (2,923] [added: (52] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 41 | % | | | 59 | % |

| Non-U. S. | | | 2 | | | | [removed: 861,420] [added: 855,364] | | | | 0 | | | | [removed: 855,364] [added: 848,190] | | | | 0 | | | | [removed: (6,056] [added: (7,175] | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |

| | The Company’s reserves presented in the State of Texas include limestone reserves used in the business of the [removed: Cement segment.] [added: cement product line.] |

| | | Total Annual Production (in tons) (add 000) | | | | | | | | | | | | Number of years of production available at December 31, [removed: 2016] [added: 2017] | | |

| Reportable Segment* | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | | | |

| Mid-America Group | | | [removed: 67,431] [added: 70,340] | | | | [removed: 62,846] [added: 67,431] | | | | [removed: 59,785] [added: 62,846] | | | | [removed: 107.4] [added: 100.8] | |

| Southeast Group | | | [removed: 20,468] [added: 22,274] | | | | [removed: 21,148] [added: 20,468] | | | | [removed: 18,932] [added: 21,148] | | | | [removed: 161.2] [added: 147.0] | |

| West Group | | | [removed: 75,421] [added: 74,184] | | | | [removed: 69,223] [added: 75,421] | | | | [removed: 62,579] [added: 69,223] | | | | [removed: 74.4] [added: 75.0] | |

| Total Aggregates [removed: Business] [added: Product Line] | | | [removed: 163,320] [added: 166,798] | | | | [removed: 153,217] [added: 163,320] | | | | [removed: 141,296] [added: 153,217] | | | | [removed: 98.9] [added: 95.5] | |

| [removed: *] [added: *] | Prior year segment information has been reclassified to conform to the presentation of the Company’s current reportable segments. |

As of December 31, [removed: 2016,] [added: 2017,] the Company, through its subsidiaries, processed or shipped cement from six properties in one state, of which four are located on land owned by the Company free of major encumbrances and two are on leased land.

The Company’s [removed: Cement business] [added: cement product line] has production facilities located at two sites in Texas: Midlothian, Texas, south of Dallas/Fort Worth; Hunter, Texas, north of San Antonio.

The following table summarizes certain information about the Company’s cement manufacturing facilities at December 31, [removed: 2016:][added: 2017:]

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

As of December 31, [removed: 2016,] [added: 2017,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 697] [added: 692] million tons.

As of December 31, [removed: 2016,] [added: 2017,] the Company, through its subsidiaries, also [removed: operated] [added: operated, directly or through third parties,] 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.

During [removed: 2016,] [added: 2017,] the principal properties of the [removed: Aggregates business] [added: aggregates product line] were believed to be utilized at average productive capacities of approximately 65% and were capable of supporting a higher level of market demand.

However, during the [removed: economic recession,] [added: Great Recession,] the Company adjusted its production schedules to meet reduced demand for its products.

In [removed: 2016,] [added: 2017,] the Company’s [removed: Aggregates business] [added: aggregates product line] operated at a level significantly below capacity, which restricted the Company’s ability to capitalize [removed: $71.3] [added: $36.5] million of costs that could have been inventoried under normal operating conditions.

During [removed: 2016] [added: 2017] the Texas cement plants [removed: were operating] [added: operated] on average at [removed: 76 percent] [added: 75% to 80%] utilization.

_Building Materials Business_

| Alabama | | | 4 | | | | 127,485 | | | | 11,623 | | | | 126,447 | | | | 11,623 | | | | (1,038 | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 14 | % | | | 86 | % |

| Colorado | | | 11 | | | | 754,369 | | | | 103,346 | | | | 749,238 | | | | 98,888 | | | | (5,132 | ) | | | (4,457 | ) | | | 99 | % | | | 1 | % | | | 0 | % | | | 22 | % | | | 78 | % |

| Georgia | | | 15 | | | | 2,078,744 | | | | 0 | | | | 2,062,738 | | | | 0 | | | | (16,006 | ) | | | 0 | | | | 97 | % | | | 3 | % | | | 0 | % | | | 87 | % | | | 13 | % |

| Indiana | | | 10 | | | | 491,197 | | | | 48,814 | | | | 486,057 | | | | 46,530 | | | | (5,139 | ) | | | (2,284 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 35 | % | | | 65 | % |

| Iowa | | | 26 | | | | 750,749 | | | | 18,811 | | | | 738,800 | | | | 17,150 | | | | (11,949 | ) | | | (1,661 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 29 | % | | | 71 | % |

| Minnesota | | | 2 | | | | 325,774 | | | | 0 | | | | 323,298 | | | | 0 | | | | (2,476 | ) | | | 0 | | | | 67 | % | | | 33 | % | | | 0 | % | | | 64 | % | | | 36 | % |

| Missouri | | | 4 | | | | 374,160 | | | | 0 | | | | 362,892 | | | | 0 | | | | (11,268 | ) | | | 0 | | | | 90 | % | | | 10 | % | | | 0 | % | | | 6 | % | | | 94 | % |

| North Carolina | | | 37 | | | | 3,354,993 | | | | 2,500 | | | | 3,266,317 | | | | 1,807 | | | | (88,676 | ) | | | (693 | ) | | | 74 | % | | | 26 | % | | | 0 | % | | | 70 | % | | | 30 | % |

| Ohio* | | | 10 | | | | 564,657 | | | | 124,919 | | | | 576,166 | | | | 117,978 | | | | 11,510 | | | | (6,941 | ) | | | 46 | % | | | 54 | % | | | 0 | % | | | 96 | % | | | 4 | % |

| Oklahoma | | | 9 | | | | 1,213,986 | | | | 13,101 | | | | 1,203,406 | | | | 11,892 | | | | (10,580 | ) | | | (1,209 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 86 | % | | | 14 | % |

| South Carolina | | | 6 | | | | 702,995 | | | | 28,123 | | | | 707,437 | | | | 27,481 | | | | 4,442 | | | | (642 | ) | | | 96 | % | | | 4 | % | | | 0 | % | | | 44 | % | | | 56 | % |

| Texas | | | 25 | | | | 2,465,161 | | | | 145,089 | | | | 2,462,794 | | | | 125,561 | | | | (2,367 | ) | | | (19,528 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 59 | % | | | 41 | % |

| Washington | | | 1 | | | | 21,780 | | | | 0 | | | | 6,585 | | | | 17,484 | | | | (15,195 | ) | | | 17,484 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 73 | % | | | 27 | % |

| West Virginia | | | 1 | | | | 44,087 | | | | 0 | | | | 23,956 | | | | 0 | | | | (20,130 | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 76 | % | | | 24 | % |

| U. S. Total | | | 188 | | | | 14,699,134 | | | | 597,001 | | | | 14,499,731 | | | | 576,386 | | | | (199,404 | ) | | | (20,615 | ) | | | 90 | % | | | 10 | % | | | 0 | % | | | 63 | % | | | 37 | % |

| Grand Total | | | 190 | | | | 15,554,498 | | | | 597,001 | | | | 15,347,920 | | | | 576,386 | | | | (206,578 | ) | | | (20,615 | ) | | | | | | | | | | | | | | | | | | | | |

_Cement Product Line_

The dolomitic lime business of the Magnesia Specialties segment operated at 71% utilization in 2017.

_Aggregates Business_

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 | % |

| Montana | | | 0 | | | | 48,807 | | | | | | | | 0 | | | | 0 | | | | (48,807 | ) | | | 0 | | | | | | | | | | | | 0 | % | | | | | | | | |

| 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 | % |

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

| West Virginia | | | 1 | | | | 44,718 | | | | | | | | 44,087 | | | | 0 | | | | (631 | ) | | | 0 | | | | 41 | % | | | 59 | % | | | 0 | % | | | 86 | % | | | 14 | % |

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

_Cement Business_

The Company divested of the California cement plant in 2015.

The following sets forth certain information regarding the executive officers of Martin Marietta Materials, Inc. as of February [removed: 10, 2017:][added: 9, 2018:]

| C. Howard Nye | | [removed: 54] [added: 55] | | Chairman of the Board; | | 2014 | | |

| Roselyn R. Bar | | [removed: 58] [added: 59] | | Executive Vice President; | | 2015 | | Senior Vice President (2005-2015) |

| Dana F. Guzzo | | [removed: 51] [added: 52] | | Senior Vice President; | | 2011 | | Chief Information Officer (2011-2015) |

| Donald A. McCunniff | | [removed: 59] [added: 60] | | Senior Vice President, [removed: Human Resources] | | 2011 | | |

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

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

| James A. J. Nickolas | | 47 | | Senior Vice President, | | 2017 | | Head, Corporate Development group, |

| | | | | Chief Financial Officer | | | | Caterpillar Inc. (January-July 2017), Group Chief Financial Officer of Caterpillar’s Resources Industries segment (October 2014-December 2016), Group Chief Financial Officer of Caterpillar’s Global Mining business unit (December 2012-September 2014) |

| Daniel L. Grant | | 63 | | Senior Vice President, | | 2013 | | Senior Vice President, Strategy & |

| | | | | Human Resources | | | | |

| Anne H. Lloyd | | 55 | | Executive Vice President; | | 2009 | | Treasurer (2006-2013) |

| | | | | Chief Financial Officer | | 2005 | | |

Information concerning stock prices and dividends paid is included under the caption “Quarterly Performance (Unaudited)” of the [removed: 2016] [added: 2017] Annual Report, and that information is incorporated herein by reference.

There were [removed: 984] [added: 912] holders of record of the Company’s Common Stock as of February [removed: 10, 2017.][added: 9, 2018.]

| October 1, 2017 – October 31, 2017 | | | 457,742 | | | $ | 218.46 | | | | 457,742 | | | | 14,668,891 | |

| November 1, 2017 – November 30, 2017 | | | 0 | | | $ | — | | | | 0 | | | | 14,668,891 | |

| December 1, 2017 – December 31, 2017 | | | 0 | | | $ | — | | | | 0 | | | | 14,668,891 | |

| Total | | | 457,742 | | | $ | 218.46 | | | | 457,742 | | | | 14,668,891 | |

| 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 | |

The information required in response to this Item 6 is included under the caption “Five Year Summary” of the [removed: 2016] [added: 2017] 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: 2016] [added: 2017] 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: 2017”] [added: 2018”] in the [removed: 2016] [added: 2017] Annual Report is not incorporated herein by reference.

As of December 31, [removed: 2016,] [added: 2017,] 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 procedures.

Our management’s report on internal control over financial reporting is included under Item 8 of this Annual Report on Form [removed: 10K] [added: 10K, “Statement of Financial Responsibility] and [added: Management’s Report on Internal Controls over Financial Reporting,” and] is incorporated by reference.

The Company’s 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: 2016.][added: 2017.]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2016] [added: 2017] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

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.

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

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: 2016] [added: 2017] (the [removed: “2017] [added: “2018] Proxy Statement”), and that information is hereby incorporated by reference in this Form 10-K.

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: 2017] [added: 2018] 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: 2017] [added: 2018] 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: 2017] [added: 2018] 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: 2017] [added: 2018] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

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

(a) [removed: (1) List] [added: (1)List] of financial statements filed as part of this Form 10-K.

The following consolidated financial statements of Martin Marietta Materials, Inc. and consolidated subsidiaries, included in the [removed: 2016] [added: 2017] Annual Report and incorporated by reference under Item 8 of this Form 10-K:

for years ended December 31, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014][added: 2015]

at December 31, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]

for years ended December 31, [added: 2017,] 2016, [removed: 2015] and [removed: 2014][added: 2015]

The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in the [removed: 2016] [added: 2017] Annual Report, and that report is hereby incorporated by reference in this Form 10-K.

[removed: | (b) | Index] [added: (b) Index] of Exhibits [removed: |]

[removed: |] _Exhibit No._ [removed: | | |]

| 3.02 | | [removed: —Restated] [added: [—Restated] Bylaws of the Company (incorporated by reference to Exhibit [removed: 3.01] [added: 3.2] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: May] [added: February] 22, [removed: 2015)] [added: 2018)] (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459015004575/mlm-ex301_2015052114.htm)] |

| 4.01 | | —Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. registration statement on Form [removed: S-1] [added: S-1, filed on December 8, 1993] (SEC Registration No. 33-72648) [added: (P)] |

| 4.03 | | [removed: —Article] [added: [—Article] 1 of the Company’s Restated Bylaws, as amended (incorporated by reference to Exhibit [removed: 3.01] [added: 3.2] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: November 10, 2011)] [added: February 22, 2018)] (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312511307065/d254440dex301.htm)] |

| 4.04 | | [removed: —Indenture] [added: [—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. [removed: 33-99082))] [added: 33-99082))](http://www.sec.gov/Archives/edgar/data/916076/0000950144-97-009281.txt)] |

| 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)) [added: (P)] |

| 4.06 | | [removed: —Indenture] [added: [—Indenture] dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. [removed: 1-12744))] [added: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] |

| [added: 4.07] | | [added: [—Second Supplemental Indenture, dated] as of April 30, [added: 2007, 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 $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. [removed: 1-12744))] [added: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w3.htm)] |

| 4.08 | | [removed: —Third] [added: [—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. [removed: 1-12744))] [added: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014408002962/g12890exv4w1.htm)] |

| 4.09 | | [removed: —Purchase] [added: [—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 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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] |

| 4.10 | | [removed: —Indenture,] [added: [—Indenture,] dated as of July 2, 2014, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on July 2, 2014) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] |

| [removed: 4.12] [added: 4.11] | | [removed: —Form] [added: [—Form] of 4.250% Senior Notes due 2024 (included in Exhibit [removed: 4.09)] [added: 4.09)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] |

| 10.01 | | [removed: —$700,000,000] [added: [—$700,000,000] Credit Agreement dated as of December 5, 2016 among Martin Marietta Materials, Inc., 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 Inc., as Co-Syndication Agents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 7, 2016) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016029917/mlm-ex1001_6.htm)] |

| 10.02 | | [removed: —] [added: [—] Credit and Security Agreement dated as of April 19, 2013, 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 April 24, 2013) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm)] |

| 10.03 | | [removed: —Commitment] [added: [—Commitment] Letter dated as of June 20, 2014 to the Credit and Security Agreement, dated as of April 19, 2013 (as last amended 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 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on June 25, 2014) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm)] |

| 10.04 | | [removed: —Second] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm)] |

| 10.05 | | [removed: —Fifth] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514363178/d799882dex1001.htm)] |

| 10.06 | | [removed: —Seventh] [added: [—Seventh] Amendment to Credit and Security Agreement, dated as of September 28, 2016, 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 September 30, 2016) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] |

| 10.07 | | [removed: —Purchase] [added: [—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 (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2013) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm)] |

| 10.08 | | [removed: —Form] [added: [—Form] of Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on August 19, 2008) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm)] |

| 10.09 | | [removed: —Amended] [added: [—Amended] and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1005.htm)] |

| 10.10 | | [removed: —Martin] [added: [—Martin] Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] |

| 10.11 | | [removed: —Martin] [added: [—Martin] Marietta Materials, Inc. Incentive Stock Plan, as Amended (incorporated by reference to Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm)] |

| 10.12 | | [removed: —Martin] [added: [—Martin] Marietta Amended and Restated Stock-Based Award Plan 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, 2016) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1001_10.htm)] |

| 10.13 | | [removed: —Martin] [added: [—Martin] Marietta Executive Cash Incentive Plan adopted February 18, 2016 (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm)] |

| 10.14 | | [removed: —Martin] [added: [—Martin] Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt)] |

| 10.15 | | [removed: —Martin] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm)] | [added: | |]

| 10.16 | | [removed: —Form] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm)] | [added: | |]

| 10.17 | | [removed: —Form] [added: [—Form] of Restricted Stock Unit Award 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 March 31, 2016) (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016017942/mlm-ex1001_367.htm)] | [added: | |]

| 10.18 | | [removed: —Form] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm)] | [added: | |]

| 10.19 | | [removed: —Form] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm)] | [added: | |]

| 10.20 | | [removed: —Form] [added: [—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. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm)] | [added: | |]

| 10.21 | | [removed: —Form] [added: [—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 [removed: 10.02] [added: 10.01] to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016)] [added: 2017)] (Commission File No. [removed: 1-12744)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1001_100.htm)] | [added: | |]

for years ended December 31, 2017, 2016, and 2015

for years ended December 31, 2017, 2016, and 2015

| 3.01 | | [—Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 24, 2017) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm) |

| 4.02 | | [—Article 5 of the Company’s Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 24, 2017) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459015004575/mlm-ex301_2015052114.htm) |

| 4.12 | | [—Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2017) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm) |

| 4.13 | | [—First Supplemental Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on May 22, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2020 and $300 million aggregate principal amount of 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on May 22, 2017 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm) |

| 4.14 | | [—Form of Floating Rate Senior Notes due 2020 (included in Exhibit 4.13)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm) |

| 4.15 | | [—Second Supplemental Indenture, dated as of December 20, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on December 20, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2019, $500 million aggregate principal amount of 3.500% Senior Notes due 2027, and $600 million aggregate principal amount of 4.250% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on December 20, 2017 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| 4.16 | | [—Form of Floating Rate Senior Notes due 2019 (included in Exhibit 4.15)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| 4.17 | | [—Form of 3.500% Senior Notes due 2027 (included in Exhibit 4.15)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| 4.18 | | [—Form of 4.250% Senior Notes due 2047 (included in Exhibit 4.15)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| | | | | |

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

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| 10.22 | | [—Form of Performance-Based Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1002_99.htm) | | |

| | | | | |

| 10.23 | | [—Offer Letter, dated as of June 9, 2017, by and between Martin Marietta Materials, Inc. and James A. J. Nickolas (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, 2017) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm) | | |

| | | | | |

| | | | | |

| | | | | |

| *21.01 | | [—List of subsidiaries of Martin Marietta Materials, Inc.](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex2101.htm) | | |

| | | | | |

| | | | | |

| | | | | |

| *95 | | [—Mine Safety Disclosure Exhibit](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex95.htm) |

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

| (c) | Financial Statement Schedule |

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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

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

| 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 | | |

| | | |

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

| *4.02 | | —Article 5 of the Company’s Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.01 filed with this Annual Report on Form 10-K) |

| 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 |

| 4.11 | | —Form of Floating Rate Senior Notes due 2017 (included in Exhibit 4.09) |

| *95 | | —Mine Safety Disclosure Exhibit |

Dated: February [removed: 24, 2017][added: 23, 2018]

| /s/ C. Howard Nye C. Howard Nye | | Chairman of the Board, President and Chief Executive Officer | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ [removed: Anne H. Lloyd Anne H. Lloyd] [added: James A. J. Nickolas James A. J. Nickolas] | | [removed: Executive] [added: Senior] Vice President and Chief Financial Officer | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Dana F. Guzzo Dana F. Guzzo | | Senior Vice President, Chief Accounting Officer and Controller | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Sue W. Cole [added: Sue W. Cole] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ John J. Koraleski [added: John J. Koraleski] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ David G. Maffucci [added: David G. Maffucci] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Laree E. Perez [added: Laree E. Perez] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Michael J. Quillen [added: Michael J. Quillen] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Dennis L. Rediker [added: Dennis L. Rediker] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Donald W. Slager [added: Donald W. Slager] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| /s/ Stephen P. Zelnak, Jr. [added: Stephen P. Zelnak, Jr.] | | Director | | February [removed: 24, 2017] [added: 23, 2018] |

| --- | --- |

##### [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. |

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

| (c) | Divestitures. |

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

| | | | | |

| Sue W. Cole | | | | |

| John J. Koraleski | | | | |

| David G. Maffucci | | | | |

| /s/ William E. McDonald | | Director | | February 24, 2017 |

| William E. McDonald | | | | |

| Laree E. Perez | | | | |

| Michael J. Quillen | | | | |

| Dennis L. Rediker | | | | |

| Donald W. Slager | | | | |

| Stephen P. Zelnak, Jr. | | | | |

EXHIBITS

| | | |