filings.toolsMartin Marietta Materials (MLM) 10-K risk factor changes: FY2018 vs FY2017
The 2018-12-31 10-K against the 2017-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A23 rewritten13 added310 removed72 unchanged
All filing items299 rewritten970 added732 removed438 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 9 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 970 added, 732 removed, 299 rewritten and 438 unchanged across 22 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors ◆ Part I
23 rewritten, 13 added, 310 removed, 72 unchanged
[removed: _General] [added: Other] Risk [removed: Factors_][added: Factors]
Our ready mixed concrete and asphalt and paving businesses typically [removed: provide] [added: generate] lower profit margins than our aggregates [added: and cement] product [removed: line] [added: lines] due to potentially volatile input costs, highly competitive market dynamics, and lower barriers to entry.
Therefore, [removed: as] [added: if] we expand these operations, our [removed: overall] [added: consolidated] gross margin [removed: is] [added: would] likely [removed: to] be adversely affected.
Our overall ready mixed concrete and asphalt and paving operations’ gross margin was [removed: 12.7%] [added: 10.3%] for [removed: 2017] [added: 2018] and [removed: 13.1%] [added: 12.7%] for [removed: 2016.][added: 2017.]
Moreover, fluctuations in the supply and costs of these fuels and energy can make planning [added: for] our businesses more difficult.
Because of the fluctuating trends in diesel fuel prices, we [added: may] enter into fixed-price fuel agreements from time to time for a portion of our diesel fuel to reduce our diesel fuel price risk.
[removed: Natural] [added: For 2018, the average cost per MCF (thousand cubic feet) for natural] gas [removed: costs] [added: decreased 4% versus 2017, which had] increased [removed: in 2017] approximately 33% from 2016 [removed: levels, which had declined in 2016, down 25% from the 2015 average cost.][added: levels.]
The Company has fixed price agreements for 100% of its [removed: 2018] [added: 2019] coal needs, approximately [removed: 33%] [added: 50%] of its [removed: 2018] [added: 2019] natural gas needs, and 100% of its [removed: 2018] [added: 2019] petroleum coke needs.
Energy costs represented approximately [removed: 22%] [added: 23%] of the [removed: 2017] [added: 2018] direct production costs of our cement product line.
The cement product line incurred shutdown costs of [removed: $12.6] [added: $17.3 million] and [removed: $20.9] [added: $14.0] million during [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.
Some of these raw materials we [removed: can] produce [removed: internally] [added: internally,] but most are purchased from third parties.
Liquid asphalt prices [removed: in 2016] were [removed: again lower] [added: higher in 2018] than in [removed: 2015.][added: 2017.]
Prices [added: may] fluctuate significantly in response to relatively minor changes in supply and demand, general economic conditions and other market conditions, which we cannot control.
In that case cement prices generally [removed: fall.][added: decline.]
This equipment, on occasion, may be out of service as a result of [removed: unanticipated] failures or damage during accidents.
We have [removed: one] [added: one-] to two-week scheduled outages at least once a year to refurbish our cement and dolomitic lime production facilities.
In [removed: 2017,] [added: 2018,] the cement product line incurred shutdown costs of [removed: $12.6] [added: $17.3] million during the year.
In [removed: 2017,] [added: 2018,] the Magnesia Specialties business incurred shutdown costs of [removed: $5.1] [added: $5.8] million during the year.
In some instances, including many of our [removed: fixed price] [added: fixed-price] contracts, we guarantee that we will complete a project by a certain date.
If we subsequently fail to complete the project as [removed: scheduled] [added: scheduled,] we may be held responsible for costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages.
As a result, we reduced our risks from distributing our products by barges, especially along the Mississippi [removed: River.]
| | • | | [removed: super majority] [added: super-majority] shareholder approval requirements for business combination transactions with certain five percent shareholders. |
While we have invested in the protection of our data and information technology to reduce these risks and routinely test the security of our information systems network, [removed: there can be no assurance] [added: we cannot assure you] that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business.
Suppliers, Raw Materials, and Energy Costs Risk Factors
The average cost per gallon of diesel fuel was $2.29, $1.81 and $1.96 in 2018, 2017 and 2016, respectively.
Pricing in 2016 reflects an unfavorable fixed-price agreement which expired on December 31, 2016.
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| | | | |  | | 2018 FORM 10-K | | 21 |
Part I ◆ Item 1A - Risk Factors
Cyber and Information Security Risk Factors
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| 22 | | 2018 FORM 10-K | |  | | | | |
Item 1A - Risk Factors ◆ Part I
River.
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An investment in our common stock or debt securities involves risks and uncertainties.
You should consider the following factors carefully, in addition to the other information contained in this Form 10-K, before deciding to purchase or otherwise trade our securities.
This Form 10-K and other written reports and oral statements made from time to time by the Company contain statements which, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of federal securities law.
Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable, but which may be materially different from actual results.
Investors can identify these statements by the fact that they do not relate only to historic or current facts.
The words “may,” “will,” “could,”
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“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.
Any or all of the Company’s forward-looking statements in this Form 10-K and in other publications may turn out to be wrong.
Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance, and environmental remediation cost estimates are examples of forward-looking statements.
Numerous factors, including potentially the risk factors described in this section, could affect our forward-looking statements and actual performance.
Investors are also cautioned that it is not possible to predict or identify all such factors.
Consequently, the reader should not consider any such list to be a complete statement of all potential risks or uncertainties.
Other factors besides those listed may also adversely affect the Company and may be material to the Company.
The Company has listed the known material risks it considers relevant in evaluating the Company and its operations.
The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A and 21E of the Securities Exchange Act of 1934.
These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events, or otherwise.
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 2017 Annual Report, and “Note A: Accounting Policies” and “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” of the 2017 Financial Statements included under Item 8 of this Form 10-K and the 2017 Annual Report.
_Our business is cyclical and depends on activity within the construction industry._
Economic and political uncertainty can impede growth in the markets in which we operate.
Demand for our products, particularly in the nonresidential and residential construction markets, could fall if companies and consumers are unable to get credit for construction projects or if an economic slowdown causes delays or cancellations of capital projects.
State and federal budget issues may also hurt the funding available for infrastructure spending.
The lack of available credit may limit the ability of states to issue bonds to finance construction projects.
Several of our top sales generating states, from time-to-time, stop or slow bidding projects in their transportation departments.
We sell most of our aggregates products, our primary business, and our cement products, to the construction industry, so our results depend on the strength of the construction industry.
Since our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional, and local economic conditions and the intensity of the underlying spending on aggregates and cement products.
Construction spending is affected by economic conditions, changes in interest rates, demographic and population shifts, and changes in construction spending by federal, state, and local governments.
If economic conditions change, a recession in the construction industry may occur and affect the demand for our products.
The Great Recession was an example, and our business suffered.
Construction spending can also be disrupted by terrorist activity and armed conflicts.
While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate because of the high cost to transport our products relative to their price.
If economic conditions and construction spending decline significantly in one or more areas, particularly in our top five sales-generating states of our Building Materials business (based on net sales by state of destination) of Texas, Colorado, North Carolina, Iowa, and Georgia, our profitability will decrease.
We experienced this situation with the Great Recession.
The Great Recession of 2008 resulted in large declines in shipments of aggregates products in our industry.
Recent years, however, have shown a slow turnaround in this trend.
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.
An excerpt. Shown here: all 23 rewritten, all 13 added and 40 of 310 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors ◆ Part I in the FY2018 filing and the FY2017 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1 rewritten, 0 added, 1 removed, 0 unchanged
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: 2017] [added: 2018] Annual [removed: Report,] [added: Report filed as Exhibit 13.01 to this Form 10-K,] 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 [removed: Operations—Outlook 2018”] [added: Operations – Outlook 2019”] in the [removed: 2017] [added: 2018] Annual Report is not incorporated herein by reference.
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 4 added, 1 removed, 1 unchanged
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: 2017] [added: 2018] Annual [removed: Report,] [added: Report filed as Exhibit 13.01 to this Form 10-K,] and that information is incorporated herein by reference.
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| | | | |  | | 2018 FORM 10-K | | 29 |
Part II ◆ Item 8 - Financial Statements and Supplementary Data
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Item 1. Business ◆ Part I
75 rewritten, 381 added, 291 removed, 123 unchanged
Under the FAST Act, TIFIA [removed: annual] funding ranges from $275 million to $300 [removed: million] [added: million,] and no longer requires the 20% matching funds from state DOTs.
[removed: Production] [added: In addition, production] and shipment levels for the Building Materials business [added: and cement operations] correlate with general construction activity, most of which occurs outdoors and, as a result, is affected by erratic weather patterns, seasonal changes and other unusual or unexpected weather-related conditions, which can significantly affect [removed: the] [added: that] business.
Excessive rainfall [removed: jeopardizes] [added: and other severe weather jeopardize] production, shipments and profitability in all markets served by the Company.
The last few years brought an unprecedented amount of precipitation to the United States and particularly to [removed: Texas.][added: Texas and the southeastern United States.]
[added: In Texas,] Hurricane Harvey, a Category 4 storm that made landfall in Houston in August 2017, brought nearly 20 trillion gallons of precipitation.
In October 2016, rainfall along the eastern seaboard of the United States from Hurricane Matthew, a Category 5 hurricane, approximated [removed: 13.6] [added: 14] trillion gallons.
Hurricane Matthew was the first major hurricane on record to make landfall in the [removed: Bahamas.][added: Bahamas, where the Company has a facility.]
In fact, [removed: 2017] [added: 2018] marked the [removed: 21st] [added: 22nd] consecutive warmer-than-average year for the contiguous United States, and five states, including North Carolina and South Carolina, had a record warmest year.
[removed: Warm] [added: For example, warm] and/or moderate temperatures in March and November allows the construction season to start earlier and end later, [added: respectively, which could have meaningful positive impacts on the Company’s first- and fourth-quarter results,] respectively.
[removed: _Magnesia] [added: Magnesia] Specialties [removed: Business_][added: Business]
In [removed: 2017, 71%] [added: 2018, 70%] of Magnesia Specialties’ total revenues were attributable to chemical products, [removed: 28%] [added: 29%] to lime, and 1% to stone sold as construction materials.
In [removed: 2017, 82%] [added: 2018, 81%] of the lime produced was sold to third-party customers, while the remaining [removed: 18%] [added: 19%] was used internally as a raw material in making the business’ chemical products.
Products used in the steel industry, either directly as dolomitic lime or indirectly as a component of other industrial products, accounted for [removed: 37%] [added: 33%] of the Magnesia Specialties’ total revenues in [removed: 2017,] [added: 2018,] attributable primarily to the sale of dolomitic lime products.
The dolomitic lime business runs most profitably at 70% or greater steel capacity utilization; domestic capacity utilization averaged [removed: 74%] [added: 78%] in [removed: 2017,] [added: 2018,] according to the American Iron and Steel Institute.
Average steel production in [removed: 2017] [added: 2018] increased [removed: 4.3%] [added: 6.2%] versus [removed: 2016.][added: 2017.]
In the Magnesia Specialties business, a significant portion of costs [removed: related to the production of dolomitic lime and magnesia chemical products] is of a fixed or semi-fixed nature.
To help mitigate this risk, the Magnesia Specialties business has fixed price agreements for 100% of its [removed: 2018] [added: 2019] coal needs, approximately [removed: 33%] [added: 50%] of its [removed: 2018] [added: 2019] natural gas needs and 100% of its [removed: 2018] [added: 2019] petroleum coke needs.
For [removed: 2017,] [added: 2018,] the Company’s average cost per MCF (thousand cubic feet) for natural gas [removed: increased 33% over 2016.][added: decreased 4% versus 2017.]
Management expects future organic [added: profit] growth to result from increased pricing, rationalization of the current product portfolio and/or further cost reductions.
The principal raw materials used in the Magnesia Specialties business are dolomitic limestone and [removed: alkali-rich] [added: magnesium-rich] brine.
After the [removed: brine is used in the production process,] [added: raw materials are combined to make magnesium hydroxide,] the Magnesia Specialties business must dispose of the processed brine.
Magnesia Specialties also entered into a [added: joint] venture with Dow to construct, own and operate a processed brine supply pipeline between the Magnesia Specialties facility in Manistee, Michigan, and Dow’s facility in Ludington, Michigan.
In 2010, Dow sold the assets of [removed: Dow’s] [added: its] facility in Ludington, Michigan to Occidental Chemical Corporation (“Occidental”) and assigned to Occidental its interests in the long-term processed brine supply agreement and the pipeline venture with Magnesia Specialties.
[removed: The] [added: While the] revenues of the Magnesia Specialties business in [removed: 2017] [added: 2018] were predominantly from North America, [removed: but] a small [added: but growing] amount was derived from [removed: overseas.][added: customers located outside the United States.]
[removed: To] [added: The business tries to] mitigate the short-term effects of currency exchange [removed: rates, the Magnesia Specialties business’] [added: rates by primarily denominating] sales [removed: are predominately denominated] in the [removed: United States dollar.][added: U.S. Dollar.]
[removed: However,] [added: In 2018,] the [removed: current] strength of the [removed: United States dollar] [added: U.S. Dollar] in foreign markets [removed: is] negatively [removed: affecting] [added: affected] the overall price of [removed: Magnesia Specialties’] [added: the] products [added: of the Magnesia Specialties business] when compared [removed: with] [added: to] foreign-domiciled competitors.
[removed: _Patents] [added: Patents] and [removed: Trademarks_][added: Trademarks]
As of February [removed: 9, 2018,] [added: 8, 2019,] the Company owns, has the right to use, or has pending applications for approximately [removed: 22] [added: 23] patents pending or granted by the United States and various countries and approximately [removed: 98] [added: 96] trademarks related to business.
[removed: The Company believes that its] rights under its existing patents, patent applications and trademarks are of value to its operations, but no one patent or trademark or group of patents or trademarks is material to the conduct of the Company’s business as a whole.
[removed: _Customers_][added: Customers]
[removed: _Competition_][added: Competition]
Although all of the Company’s locations experience competition, the Company believes that it is generally a leading producer in [added: 90% of] the areas it serves.
There are over [removed: 5,500] [added: 5,000] companies in the United States that produce construction aggregates.
Similarly, a national trade association estimates there are approximately [removed: 3,700] [added: 4,000] asphalt plants in the United States owned by over 800 companies.
According to the Portland Cement Association, United States cement production is widely dispersed with the operation of [removed: 107] [added: 97] cement plants in [removed: 36] [added: 34] states.
The top five companies collectively operate [removed: 49.6%] [added: 59.5%] of U.S. clinker capacity with the largest company representing [removed: 14.2%] [added: 18.7%] of all domestic clinker capacity.
An estimated [removed: 76.7%] [added: 86%] of U.S. clinker capacity is owned by companies headquartered outside of the United States.
Crushed stone production from stone quarries or mines, or sand and gravel production by dredging, is [removed: moderately capital intensive.]
Accordingly, economics can lead to lower barriers to entry in some [added: markets.]
[removed: _Research] [added: Research] and [removed: Development_][added: Development]
The Company believes that its
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| | | | |  | | 2018 FORM 10-K | | 7 |
Part I ◆ Item 1 - Business
The largest U.S. aggregates producers, including global companies, other than the Company, include:
Cemex S.A.B. de C.V.
CRH PLC
Heidelberger Druckmaschinen AG/Heidelberg USA
LafargeHolcim Ltd.
Luck Stone Company
MDU Resources Group, Inc.
Summit Materials, Inc.
Rogers Group
Vulcan Materials Company
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| 8 | | 2018 FORM 10-K | |  | | | | |
tem 1 - Business ◆ Part I
moderately capital intensive.
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| | | | |  | | 2018 FORM 10-K | | 9 |
Part I ◆ Item 1 - Business
Amid concerns that greenhouse gas (“GHG”) emissions are contributing to climate change, a number of governmental bodies, including the U.S. Congress and various U.S. states, have proposed, enacted or are contemplating legislative and regulatory changes to mitigate or address the potential impacts of climate change, including provisions for emissions reporting or reductions, the use of
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| 10 | | 2018 FORM 10-K | |  | | | | |
Item 1 - Business ◆ Part I
alternative fuels, carbon credits (such as a “cap and trade” system) and a carbon tax.
For example, in the U.S., the United States Environmental Protection Agency (the “USEPA”) promulgated a rule mandating that sources considered to be large emitters of GHGs report those emissions.
The Company’s two magnesia-based chemicals facilities, as well as its two cement plants in Texas, file annual reports of their GHG emissions in accordance with the USEPA reporting rule.
In 2010, the USEPA also issued a GHG emissions permitting rule, referred to as the “Tailoring Rule,” which may require some industrial facilities to obtain permits for GHG emissions under the U.S. Clean Air Act’s Prevention of Significant Deterioration (“PSD”) and Title V operating permit programs.
The U.S. Supreme Court ruled in June 2014 that the USEPA exceeded its statutory authority in issuing the Tailoring Rule but upheld the Best Available Control Technology (“BACT”) requirements for GHGs emitted by sources already subject to PSD or Title V permitting requirements for other pollutants.
Both of our cement plants, as well as our Magnesia Specialties plants, hold Title V Permits, and each (other than the Manistee, Michigan facility) is also subject to PSD requirements.
Thus, if future modifications to our facilities require PSD review for other pollutants, GHG BACT requirements could be triggered and may require significant additional costs.
It is not possible, however, to estimate the cost of any such future requirements at this time.
These other products include natural magnesites produced around the world by calcining magnesium carbonate, and also naturally occurring and mined magnesium hydroxide powder (brucite) products.
Production of magnesium products from these other sources requires less energy, resulting in the generation of fewer GHGs per ton of production.
The Company continues to monitor GHG regulations and legislation and its potential impact on our cement business, financial condition and product demand.
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_General_
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.
Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast.
The aggregates, cement, ready mixed concrete, asphalt and paving product lines are reported collectively as the “Building Materials” business.
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.
The Company was formed in 1993 as a North Carolina corporation to serve as successor to the operations of the materials group of the organization that is now Lockheed Martin Corporation.
An initial public offering of a portion of the Company’s Common Stock was completed in 1994, followed by a tax-free exchange transaction in 1996 that resulted in 100% of the Company’s Common Stock being publicly traded.
The Company completed over 85 smaller acquisitions from the time of its initial public offering until the present, which allowed the Company to enhance and expand its presence in the aggregates marketplace.
This included an exchange of certain assets in 2011 with Lafarge North America Inc. (“Lafarge”), pursuant to which it received aggregates quarry sites, ready mixed concrete and asphalt plants, and a road paving business in and around the metropolitan Denver, Colorado, and the I-25 corridor, in exchange for which Lafarge received properties consisting of quarries, an asphalt plant and distribution yards operated by the Company along the Mississippi River (called the Company’s “River District Operations”) and a cash payment.
The business has developed further through the following transactions over the past five years.
In 2013, the Company acquired three aggregates quarries in the greater Atlanta, Georgia, area.
The transaction provided over 800 million tons of permitted aggregates reserves and enhanced the Company’s existing long-term position in this market.
In 2014, the Company completed the acquisition of Texas Industries, Inc. (“TXI”), further augmenting its position as a leading supplier of aggregates and heavy building materials.
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
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and Arkansas.
TXI was the largest supplier of cement, ready mixed concrete, and concrete products in Texas.
TXI enhanced the Company’s position as an aggregates-led, low-cost operator in large and fast-growing geographies in the United States and provided high-quality assets in cement and ready mixed concrete.
In addition to the cement operations, the Company acquired as part of the TXI acquisition nine quarries and six aggregates distribution terminals located in Texas, Louisiana and Oklahoma.
The Company also acquired approximately 120 ready mixed concrete plants, situated primarily in three areas of Texas (the Dallas/Fort Worth/Denton area of north Texas; the Austin area of central Texas; and from Beaumont to Texarkana in east Texas), in north and central Louisiana and in Southwestern Arkansas.
As part of an agreement in conjunction with the United States Department of Justice’s review of the transaction, the Company divested its North Troy Quarry in Oklahoma and two related rail distribution yards in Dallas and Frisco, Texas.
TXI was also a cement producer in California.
In 2015, the Company divested its California cement operations acquired from TXI.
These operations were not in close proximity to aggregates and other core assets of the Company and, unlike other marketplace competitors, were not vertically integrated with ready mixed concrete production.
The divestiture primarily included a cement plant, two distribution terminals, mobile equipment, intangible assets and inventory.
The Company also completed the integration of the TXI operations in 2015, and completed three smaller acquisitions, which included three aggregates operations and related assets.
In 2016, the Company acquired aggregates, ready mixed concrete and asphalt and paving operations in southern Colorado that provided more than 500 million tons of mineral reserves and expanded the Company’s presence along the Front Range of the Rocky Mountains, home to 80% of Colorado’s population.
The Company also acquired the remaining interest it had not previously owned in a ready mixed concrete company that serves the I-35 corridor in central Texas between Dallas and Austin, which enhanced the Company’s position and provided additional vertical integration benefits with the Company’s cement product line.
Between 2001 and 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 Building Materials business and the refractories business of its Magnesia Specialties business.
In some of its divestitures, the Company concurrently entered into supply agreements to provide aggregates at market rates to certain of these divested businesses.
During 2015, the Company disposed of certain non-core asphalt operations in San Antonio, Texas and divested its California cement operations.
An excerpt. Shown here: 40 of 75 rewritten, 40 of 381 added and 40 of 291 removed. The counts are complete. For every sentence, read Item 1. Business ◆ Part I in the FY2018 filing and the FY2017 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 0 added, 1 removed, 3 unchanged
However, [removed: there can be no assurance] [added: we cannot assure you] that an adverse outcome in any of such litigation would not have a material adverse effect on the Company or its operating segments.
The Company was not required to pay any penalties in [removed: 2017] [added: 2018] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.
See also “Note [removed: N:] [added: O:] Commitments and Contingencies” of the “Notes to Financial Statements” of the [removed: 2017] [added: 2018] Financial Statements included [removed: under Item 8 of this Form 10-K and] [added: in] the [removed: 2017] [added: 2018] Annual Report [added: filed as Exhibit 13.01 to this Form 10-K] and “Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: -] [added: –] Environmental Regulation and Litigation” [removed: under Item 7 of this Form 10-K and] [added: included in] the [removed: 2017] [added: 2018] Annual [removed: Report.][added: Report filed as Exhibit 13.01 to this Form 10-K.]
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Cover and table of contents
50 rewritten, 266 added, 9 removed, 65 unchanged
| [removed: ☒] [added: \[X\]] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: For] [added: For] the fiscal year ended [removed: December] [added: December] 31, [removed: 2017][added: 2018]
| [removed: ☐] [added: \[ \]] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: For] [added: For] the transition period from [removed: to][added: to]
[removed: Commission] [added: Commission] file number [removed: 1-12744][added: 1-12744]
[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]
| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |
| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |
[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]
[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]
| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |
[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]
Yes [removed: ☒] [added: \[X\]] No [removed: ☐][added: \[ \]]
Yes [removed: ☐] [added: \[ \]] No [removed: ☒][added: \[X\]]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).
| Large accelerated filer [removed: | | ☒] [added: \[X\]] | | Accelerated filer [removed: | | ☐] [added: \[ \]] |
| Non-accelerated filer [removed: | | ☐ (Do not check if a smaller reporting company)] [added: \[ \]] | | Smaller reporting company [removed: | | ☐] [added: \[ \]] |
| [removed: | | | |] Emerging growth company [added: \[ \]] | | [removed: ☐] |
As of June [removed: 30, 2017,] [added: 29, 2018,] 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: $11,664,571,328.26] [added: $11,000,435,608.61] based on the closing sale price as reported on the New York Stock Exchange.
| [removed: Class] [added: Class] | | [removed: Outstanding] [added: Outstanding] at February [removed: 9, 2018] [added: 15, 2019] |
| Common Stock, $.01 par value per share | | [removed: 62,803,002] [added: 62,430,548] shares |
| [removed: Document | |] [added: Document] | | [removed: Parts] [added: Parts] Into Which [removed: Incorporated] [added: Incorporated] |
| Excerpts from Annual Report to Shareholders for the Fiscal Year Ended December 31, [removed: 2017] [added: 2018] (Annual Report) | | [removed: | |] Parts I, II, and IV |
| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 17, 2018] [added: 9, 2019] (Proxy Statement) | | [removed: | |] Part III |
[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]
[removed: | [PART I](#tx529448_1) | | | | | 1 | |][added: PART I]
[removed: |] ITEM [removed: 1. | | [BUSINESS](#tx529448_2) | | |] 1 [removed: | |][added: - BUSINESS]
| ITEM 1A. | | [RISK [removed: FACTORS](#tx529448_3)] [added: FACTORS](#toc640896_3)] | | | [removed: 19] [added: 13] | |
| ITEM 1B. | | [UNRESOLVED STAFF [removed: COMMENTS](#tx529448_4)] [added: COMMENTS](#toc640896_4)] | | | [removed: 35] [added: 23] | |
| ITEM 2. | | [removed: [PROPERTIES](#tx529448_5)] [added: [PROPERTIES](#toc640896_5)] | | | [removed: 35] [added: 23] | |
| ITEM 3. | | [LEGAL [removed: PROCEEDINGS](#tx529448_6)] [added: PROCEEDINGS](#toc640896_6)] | | | [removed: 40] [added: 27] | |
| ITEM 4. | | [MINE SAFETY [removed: DISCLOSURES](#tx529448_7)] [added: DISCLOSURES](#toc640896_7)] | | | [removed: 40] [added: 27] | |
| [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#tx529448_8)] [added: REGISTRANT](#toc640896_8)] | | | | | [removed: 40] [added: 28] | |
| [removed: ITEM 5.] [added: [ITEM 5.](#toc640896_10)] | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#tx529448_10)] [added: SECURITIES](#toc640896_10)] | | | [removed: 41] [added: 29] | |
| [removed: ITEM 6.] [added: [ITEM 6.](#toc640896_11)] | | [SELECTED FINANCIAL [removed: DATA](#tx529448_11)] [added: DATA](#toc640896_11)] | | | [removed: 42] [added: 29] | |
| [removed: ITEM 7.] [added: [ITEM 7.](#toc640896_12)] | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#tx529448_12)] [added: OPERATIONS](#toc640896_12)] | | | [removed: 42] [added: 29] | |
| [removed: ITEM 7A.] [added: [ITEM 7A.](#toc640896_13)] | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#tx529448_13)] [added: RISK](#toc640896_13)] | | | [removed: 42] [added: 29] | |
| [removed: ITEM 8.] [added: [ITEM 8.](#toc640896_14)] | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#tx529448_14)] [added: DATA](#toc640896_14)] | | | [removed: 43] [added: 30] | |
| [removed: ITEM 9.] [added: [ITEM 9.](#toc640896_15)] | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#tx529448_15)] [added: DISCLOSURE](#toc640896_15)] | | | [removed: 43] [added: 30] | |
| [removed: ITEM 9A.] [added: [ITEM 9A.](#toc640896_16)] | | [CONTROLS AND [removed: PROCEDURES](#tx529448_16)] [added: PROCEDURES](#toc640896_16)] | | | [removed: 43] [added: 30] | |
10-K 1 d640896d10k.htm FORM 10-K
Yes \[X\] No \[ \]
Yes \[X\] No \[ \]
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| ITEM 1. | | [BUSINESS](#toc640896_2) | | | 1 | |
| [PART II](#toc640896_9) | | | | | 29 | |
| [PART IV](#toc640896_24) | | | | | 33 | |
| [SIGNATURES](#toc640896_27a) | | | | | 39 | |
Item 1 - Business ◆ Part I
General
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 more than 300 quarries, mines and distribution yards to customers in 31 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.
Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast.
The aggregates, cement, ready mixed concrete, asphalt and paving product lines are reported collectively as the “Building Materials” business.
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.
The Company was formed in 1993 as a North Carolina corporation to serve as successor to the operations of the materials group of the organization that is now Lockheed Martin Corporation.
An initial public offering of a portion of the Company’s Common Stock was completed in 1994, followed by a tax-free exchange transaction in 1996 that resulted in 100% of the Company’s Common Stock being publicly traded.
The Company completed over 90 smaller acquisitions from the time of its initial public offering until the present, which allowed the Company to enhance and expand its aggregates-led presence in the building materials marketplace.
This included an exchange of certain assets in 2011 with Lafarge North America Inc. (“Lafarge”), pursuant to which it received aggregates quarry sites, ready mixed concrete and asphalt plants, and a road paving business in and around the metropolitan Denver, Colorado, and the I-25 corridor, in exchange for which Lafarge received properties consisting of quarries, an asphalt plant and distribution yards operated by the Company along the Mississippi River (called the Company’s “River District Operations”) and a cash payment.
The business has developed further through the following transactions over the past five years.
In 2014, the Company completed the acquisition of Texas Industries, Inc. (“TXI”), further augmenting its position as a leading supplier of aggregates and heavy building materials.
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 and Arkansas.
TXI was the largest supplier of cement, ready mixed concrete, and concrete products in Texas.
TXI enhanced the Company’s position as an aggregates-led, low-cost operator in large and fast-growing geographies in the United States and provided high-quality assets in cement and ready mixed concrete.
In addition to the cement operations, the Company acquired as part of the TXI acquisition nine quarries and six aggregates distribution terminals located in Texas, Louisiana and Oklahoma.
10-K 1 d529448d10k.htm 10-K
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| [PART II](#tx529448_9) | | | | | 41 | |
| [PART IV](#tx529448_24) | | | | | 46 | |
| [SIGNATURES](#tx529448_27) | | | | | | |
An excerpt. Shown here: 40 of 50 rewritten, 40 of 266 added and all 9 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2018 filing and the FY2017 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
1 rewritten, 36 added, 1 removed, 0 unchanged
There are no unresolved written comments that were received from the staff of the SEC one hundred and eighty (180) days or more before the end of our fiscal year relating to our periodic or current reports under the [removed: Securities] Exchange [removed: Act of 1934.][added: Act.]
ITEM 2 - PROPERTIES
Building Materials Business
As of December 31, 2018, the Company processed or shipped aggregates from more than 300 quarries, underground mines, and distribution yards in 26 states, Canada, and the Bahamas, of which 124 are located on land owned by the Company free of major encumbrances, 61 are on land owned in part and leased in part, 110 are on leased land, and 10 are on facilities neither owned nor leased, where raw materials are removed under an agreement.
The Company’s aggregates reserves, on the average, exceed 75 years based on normalized levels of production, and approximate 100 years at current production rates.
However, certain locations may be subject to more limited reserves and may not be able to expand.
In addition, as of December 31, 2018, the Company processed and shipped ready mixed concrete and/or asphalt products from 149 properties in five states, of which 126 are located on land owned by the Company free of major encumbrances, one is on land owned in part and leased in part, and 22 are on leased land.
The Company uses various drilling methods, depending on the type of aggregate, to estimate aggregates reserves that are economically mineable.
The extent of drilling varies and depends on whether the location is a potential new site (greensite), an existing location, or a potential acquisition.
More extensive drilling is performed for potential greensites and acquisitions, and in rare cases, the Company may rely on existing geological data or results of prior drilling by third parties.
Subsequent to drilling, selected core samples are tested for soundness, abrasion resistance, and other physical properties relevant to the aggregates industry.
If the reserves meet the Company’s standards and are economically mineable, then they are either leased or purchased.
The Company estimates proven and probable reserves based on the results of drilling.
Proven reserves are reserves of deposits designated using closely spaced drill data, and based on that data the reserves are believed to be relatively homogenous.
Proven reserves have a certainty of 85% to 90%.
Probable reserves are reserves that are inferred utilizing fewer drill holes and/or assumptions about the economically mineable reserves based on local geology or drill results from adjacent properties.
The degree of certainty for probable reserves is 70% to 75%.
In determining the amount of reserves, the Company’s policy is to not include calculations that exceed certain depths, so for deposits, such as granite, that typically continue to depths well below the ground, there may be additional deposits that are not included in the reserve calculations.
The Company also deducts reserves not available due to property boundaries, set-backs, and plant configurations, as deemed appropriate when estimating reserves.
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 cement product line as
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| | | | |  | | 2018 FORM 10-K | | 23 |
##### [Table of Contents](#toc)
Part I ◆ Item 2 - Properties
it does for its 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” included in the 2018 Annual Report filed as Exhibit 13.01 to this Form 10-K for a discussion of reserves evaluation by the Company.
Set forth in the tables below are the Company’s estimates of reserves of recoverable aggregates (hard rock and sand and gravel) of suitable quality for economic extraction, shown on a state-by-state basis, and the Company’s total annual production for the last three years, along with the Company’s estimate of years of production available, shown on a segment-by-segment basis.
The number of producing quarries shown on the table includes underground mines.
The Company’s reserve estimates for the last two years are shown for comparison purposes on a state-by-state basis.
The changes in reserve estimates at a particular state level from year to year reflect the tonnages of reserves on locations that have been opened or closed during the year, whether by acquisition, disposition, or otherwise; production and sales in the normal course of business; additional reserve estimates or refinements of the Company’s existing reserve estimates; opening of additional reserves at existing locations; the depletion of reserves at existing locations; and other factors.
The Company evaluates its reserve estimates primarily on a Company-wide, or segment-by-segment basis, and does not believe comparisons of changes in reserve estimates on a state-by-state basis from year to year are particularly meaningful.
The Company’s estimate of reserves shown in the tables below include reserves used in the Company’s cement product line and Magnesia Specialties business.
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| 24 | | 2018 FORM 10-K | |  | | | | |
##### [Table of Contents](#toc)
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Item 2. Properties ◆ Part I
41 rewritten, 111 added, 51 removed, 23 unchanged
[removed: In addition, as] [added: As] of December 31, [removed: 2017,] [added: 2018,] the [removed: Company] [added: Company, through its subsidiaries,] processed [removed: and] [added: or] shipped [removed: ready mixed concrete and/or asphalt products] [added: cement] from [removed: 152] [added: six] properties in [removed: five states,] [added: one state,] of which [removed: 127] [added: four] are located on land owned by the Company free of major [removed: encumbrances, one is on land owned in part and leased in part,] [added: encumbrances] and [removed: 24] [added: two] are on leased land.
| [added: State] | | Number [removed: of Producing Quarries] [added: of Producing Quarries] | | | | [added: |] Tonnage [removed: of Reserves for each general type of aggregate] [added: of Reserves for each general type of aggregate] at [removed: 12/31/16] [added: 12/31/17] (Add 000) | | | | | | | | [added: | |] Tonnage [removed: of Reserves for each general type of aggregate] [added: of Reserves for each general type of aggregate] at [removed: 12/31/17] [added: 12/31/18] (Add 000) | | | | | | | | [added: | |] Change [removed: in Tonnage from 2016] [added: in Tonnage from 2017] (Add 000) | | | | | | | | [added: | |] Percentage [removed: of aggregate reserves located] [added: of aggregate reserves located] at [removed: an existing quarry,] [added: an existing quarry,] and reserves [removed: not located at an existing quarry.] [added: not located at an existing quarry.] | | | | | | | | [added: | |] Percentage [removed: of aggregate reserves on land that has not] [added: of aggregate reserves on land that has not] been zoned [removed: for quarrying.*] [added: for quarrying.*] | | | | [added: |] Percent [removed: of reserves] [added: of reserves] owned [removed: and percent] [added: and percent] leased | | | | | | | [added: | |]
| [removed: State] | [added: 2018] | [removed: 2017] | | | | [removed: Hard Rock] [added: Hard Rock] | | | | [added: |] S & G | | | | [removed: Hard Rock] | [added: Hard Rock] | | | [added: | |] S & G | | | | [removed: Hard Rock] | [added: Hard Rock] | | | [added: | |] S & G | | | | [removed: At Quarry] | [added: At Quarry] | | | [added: | |] Not [removed: at Quarry] [added: at Quarry] | | | | | Owned | | | | [added: |] Leased | | | | | | [added: | | | |]
| Alabama | | | [added: |] 4 | | | | [removed: 127,485] | [added: 126,447] | | | [added: | |] 11,623 | | | | [removed: 126,447] | [added: 174,754] | | | [added: | |] 11,623 | | | | [removed: (1,038] | [removed: )] [added: 48,307] | | | [added: | |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [removed: 14] | [added: | 54 |] % | | | [removed: 86] | [added: 46 |] % |
| Arkansas | | | [added: |] 3 | | | | [removed: 218,333] | [added: 223,326] | | | [added: | |] 0 | | | | [removed: 223,326] | [added: 230,811] | | | [added: | |] 0 | | | | [removed: 4,993] | [added: 7,485] | | | [added: | |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [removed: 47] | [added: | 50 |] % | | | [removed: 53] | [added: 50 |] % |
| Florida | | | [added: |] 1 | | | | [removed: 123,892] | [added: 123,385] | | | [added: | |] 0 | | | | [removed: 123,385] | [added: 122,724] | | | [added: | |] 0 | | | | [removed: (507] | [added: (661 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 35 | % | | | [added: |] 65 | % |
| Kansas | | | [added: |] 3 | | | | [removed: 79,250] | [added: 78,102] | | | [added: | |] 0 | | | | [removed: 78,102] | [added: 75,210] | | | [added: | |] 0 | | | | [removed: (1,148] | [added: (2,892 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 8%] | [removed: 8] | [removed: %] | | | [added: | |] 36 | % | | | [added: |] 64 | % |
| Louisiana | | | [added: |] 3 | | | | [added: |] 0 | | | | [removed: 8,545] | [added: 8,158] | | | [added: | |] 0 | | | | [removed: 8,158] | [added: 7,830] | | | [added: | |] 0 | | | | [removed: (388] | [added: (328 |] ) | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 0 | % | | | [added: |] 100 | % |
| Mississippi | | | [added: |] 0 | | | | [added: |] 0 | | | | [added: |] 67,238 | | | | [added: |] 0 | | | | [added: |] 67,238 | | | | [added: |] 0 | | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 100 | % | | | [added: |] 0 | % |
| Nebraska | | | [removed: 4] | [added: 6] | | | [removed: 176,446] | | [added: 171,174] | | [added: | | |] 0 | | | | [removed: 171,174] | [added: 158,074] | | | [removed: 0] | | [added: 23,581] | | [removed: (5,272] | [added: | | (13,100 |] ) | | | [removed: 0] | [added: 23,581] | | | [added: | |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [removed: 53] | [added: | 48 |] % | | | [removed: 47] | [added: 52 |] % |
| Utah | | | [added: |] 1 | | | | [removed: 23,636] | [added: 22,472] | | | [added: | |] 0 | | | | [removed: 22,472] | [added: 22,147] | | | [added: | |] 0 | | | | [removed: (1,165] | [added: (324 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 0 | % | | | [added: |] 100 | % |
| Virginia | | | [added: |] 5 | | | | [removed: 357,068] | [added: 337,285] | | | [added: | |] 0 | | | | [removed: 337,285] | [added: 333,860] | | | [added: | |] 0 | | | | [removed: (19,783] | [added: (3,425 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 60 | % | | | [added: |] 40 | % |
| Washington | | | [removed: 1] | [added: 2] | | | [removed: 21,780] | | [added: 6,585] | | [removed: 0] | | | [added: 17,484] | [removed: 6,585] | | | | [removed: 17,484] [added: 6,274] | | | | [removed: (15,195] | [added: 17,097 | | | | | (311 |] ) | | | [removed: 17,484] | [added: (386] | [added: )] | | [added: | |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 73 | % | | | [added: |] 27 | % |
| West Virginia | | | [added: |] 1 | | | | [removed: 44,087] | [added: 23,956] | | | [added: | |] 0 | | | | [removed: 23,956] | [added: 23,243] | | | [added: | |] 0 | | | | [removed: (20,130] | [added: (714 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [removed: 76] | [added: | 79 |] % | | | [removed: 24] | [added: 21 |] % |
| Wyoming | | | [added: |] 2 | | | | [removed: 156,943] | [added: 156,891] | | | [added: | |] 0 | | | | [removed: 156,891] | [added: 153,092] | | | [added: | |] 0 | | | | [removed: (52] | [added: (3,799 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [removed: 41] | [added: | 42 |] % | | | [removed: 59] | [added: 58 |] % |
| Non-U. S. | | | [added: |] 2 | | | | [removed: 855,364] | [added: 848,190] | | | [added: | |] 0 | | | | [removed: 848,190] | [added: 840,939] | | | [added: | |] 0 | | | | [removed: (7,175] | [added: (7,251 |] ) | | | [added: |] 0 | | | | [added: |] 100 | % | | | [added: |] 0 | % | | [added: 0%] | [removed: 0] | [removed: %] | | | [added: | |] 100 | % | | | [added: |] 0 | % |
| | | Total Annual Production (in tons) (add 000) [added: For year ended December 31] | | | | | | | | | | | | [added: | | |] Number of years of [removed: production available] [added: production available] at December [removed: 31, 2017] [added: 31,] | | | [added: |]
| Reportable [removed: Segment*] [added: Segment] | | [removed: 2017] [added: 2018] | | | | [removed: 2016] | [added: 2017] | | | [removed: 2015] | | [added: 2016] | | | | | [added: 2018 | | | |]
| Mid-America Group | | | [removed: 70,340] | [added: 78,137] | | | [removed: 67,431] | | [added: 70,340] | | [removed: 62,846] | | | [added: 67,431] | [removed: 100.8] | | [added: | | 105.7 | |]
| Southeast Group | | | [removed: 22,274] | [added: 25,328] | | | [removed: 20,468] | | [added: 22,274] | | [removed: 21,148] | | | [added: 20,468] | [removed: 147.0] | | [added: | | 139.2 | |]
| West Group | | | [removed: 74,184] | [added: 71,538] | | | [removed: 75,421] | | [added: 74,184] | | [removed: 69,223] | | | [added: 75,421] | [removed: 75.0] | | [added: | | 78.2 | |]
| Total Aggregates Product Line | | | [removed: 166,798] | [added: 175,003] | | | [removed: 163,320] | | [added: 166,798] | | [removed: 153,217] | | | [added: 163,320] | [removed: 95.5] | | [added: | | 99.3 | |]
[removed: _Cement] [added: Cement] Product [removed: Line_][added: Line]
The following table summarizes certain information about the Company’s cement manufacturing facilities at December 31, [removed: 2017:][added: 2018:]
| Plant | | Rated Annual [removed: Productive Capacity-Tons of] [added: Productive Capacity-Tons of] Clinker | | | | [removed: Manufacturing Process] | [added: Manufacturing Process] | | | [added: | |] Service Date | | | | [added: |] Internally Estimated [removed: Minimum Reserves—Years] [added: Minimum Reserves—Years] | | | [added: |]
| Midlothian, TX | | [removed: |] 2,200,000 | | | | [added: |] Dry | | | | [added: |] 2001 | | | | [removed: 52] | [added: 65] | [added: | | |]
| Hunter, TX | | [removed: |] 2,250,000 | | | | [added: |] Dry | | | | [added: |] 2013 and 1981 | | | | [added: |] 140 | | [added: | |]
| Total | | [removed: |] 4,450,000 | | | | | | | | | | | | | | [added: | | | | |]
As of December 31, [removed: 2017,] [added: 2018,] the Company estimated its total proven and probable limestone reserves on such land to be approximately 692 million tons.
As of December 31, [removed: 2017,] [added: 2018,] the Company, through its subsidiaries, also operated, directly or through third parties, [removed: five] [added: four] 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.
[removed: _Magnesia] [added: Magnesia] Specialties [removed: Business_][added: Business]
[removed: _Other Properties_][added: Other Properties]
[removed: _Condition] [added: Condition] and [removed: Utilization_][added: Utilization]
During [removed: 2017,] [added: 2018,] the principal properties of the 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.
[removed: However, during the Great Recession, the] [added: The] Company [removed: adjusted] [added: adjusts] its production schedules to meet [removed: reduced] [added: volume] demand for its products.
For example, the Company [removed: has] reduced operating hours at a number of its facilities, closed some of [removed: its facilities, and temporarily idled some of its facilities.]
In [removed: 2017,] [added: 2018,] the Company’s aggregates product line operated at a level significantly below capacity, which restricted the Company’s ability to capitalize [removed: $36.5] [added: $44.5] million of costs that could have been inventoried under normal operating conditions.
The Company expects, however, [removed: as the economy continues to recover,] it will be able to resume production at its normalized levels and increase production again as demand for its products increases.
During [removed: 2017] [added: 2018] the Texas cement plants operated on average at 75% to 80% utilization.
The Company expects future organic earnings growth to result from increased pricing, rationalization of the current [removed: product] [added: assets and] portfolio and/or further cost reductions.
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| Colorado | | | | 11 | | | | | 749,238 | | | | | 98,888 | | | | | 754,812 | | | | | 117,204 | | | | | 5,574 | | | | | 18,315 | | | | | 99 | % | | | | 1 | % | | 0% | | | | | | | 22 | % | | | | 78 | % |
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| Georgia | | | | 18 | | | | | 2,062,738 | | | | | 0 | | | | | 2,185,263 | | | | | 19,380 | | | | | 122,525 | | | | | 19,380 | | | | | 97 | % | | | | 3 | % | | 0% | | | | | | | 83 | % | | | | 17 | % |
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| Indiana | | | | 10 | | | | | 486,057 | | | | | 46,530 | | | | | 481,120 | | | | | 60,392 | | | | | (4,938 | ) | | | | 13,862 | | | | | 100 | % | | | | 0 | % | | 0% | | | | | | | 52 | % | | | | 48 | % |
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| Iowa | | | | 26 | | | | | 738,800 | | | | | 17,150 | | | | | 727,232 | | | | | 21,802 | | | | | (11,568 | ) | | | | 4,652 | | | | | 100 | % | | | | 0 | % | | 0% | | | | | | | 30 | % | | | | 70 | % |
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| Kentucky | | | | 6 | | | | | 0 | | | | | 24,595 | | | | | 179,959 | | | | | 24,206 | | | | | 179,959 | | | | | (389 | ) | | | | 100 | % | | | | 0 | % | | 0% | | | | | | | 80 | % | | | | 20 | % |
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| Maryland | | | | 8 | | | | | 120,524 | | | | | 0 | | | | | 883,671 | | | | | 6,902 | | | | | 763,147 | | | | | 6,902 | | | | | 100 | % | | | | 0 | % | | 0% | | | | | | | 99 | % | | | | 1 | % |
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| Minnesota | | | | 2 | | | | | 323,298 | | | | | 0 | | | | | 320,612 | | | | | 0 | | | | | (2,686 | ) | | | | 0 | | | | | 67 | % | | | | 33 | % | | 0% | | | | | | | 64 | % | | | | 36 | % |
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| Missouri | | | | 4 | | | | | 362,892 | | | | | 0 | | | | | 347,721 | | | | | 0 | | | | | (15,171 | ) | | | | 0 | | | | | 90 | % | | | | 10 | % | | 0% | | | | | | | 6 | % | | | | 94 | % |
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| --- | --- |
_Building Materials Business_
As of December 31, 2017, the Company processed or shipped aggregates from 282 quarries, underground mines, and distribution yards in 26 states, Canada, and the Bahamas, of which 108 are located on land owned by the Company free of major encumbrances, 59 are on land owned in part and leased in part, 107 are on leased land, and eight are on facilities neither owned nor leased, where raw materials are removed under an agreement.
The Company’s aggregates reserves, on the average, exceed 60 years based on normalized levels of production, and approximate 100 years at current production rates.
However, certain locations may be subject to more limited reserves and may not be able to expand.
##### [Table of Contents](#toc)
The Company uses various drilling methods, depending on the type of aggregate, to estimate aggregates reserves that are economically mineable.
The extent of drilling varies and depends on whether the location is a potential new site (greensite), an existing location, or a potential acquisition.
More extensive drilling is performed for potential greensites and acquisitions, and in rare cases, the Company may rely on existing geological data or results of prior drilling by third parties.
Subsequent to drilling, selected core samples are tested for soundness, abrasion resistance, and other physical properties relevant to the aggregates industry.
If the reserves meet the Company’s standards and are economically mineable, then they are either leased or purchased.
The Company estimates proven and probable reserves based on the results of drilling.
Proven reserves are reserves of deposits designated using closely spaced drill data, and based on that data the reserves are believed to be relatively homogenous.
Proven reserves have a certainty of 85% to 90%.
Probable reserves are reserves that are inferred utilizing fewer drill holes and/or assumptions about the economically mineable reserves based on local geology or drill results from adjacent properties.
The degree of certainty for probable reserves is 70% to 75%.
In determining the amount of reserves, the Company’s policy is to not include calculations that exceed certain depths, so for deposits, such as granite, that typically continue to depths well below the ground, there may be additional deposits that are not included in the reserve calculations.
The Company also deducts reserves not available due to property boundaries, set-backs, and plant configurations, as deemed appropriate when estimating reserves.
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 cement product line as it does for its 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 2017 Annual Report for discussion of reserves evaluation by the Company.
Set forth in the tables below are the Company’s estimates of reserves of recoverable aggregates of suitable quality for economic extraction, shown on a state-by-state basis, and the Company’s total annual production for the last three years, along with the Company’s estimate of years of production available, shown on a segment-by-segment basis.
The number of producing quarries shown on the table includes underground mines.
The Company’s reserve estimates for the last two years are shown for comparison purposes on a state-by-state basis.
The changes in reserve estimates at a particular state level from year to year reflect the tonnages of reserves on locations that have been opened or closed during the year, whether by acquisition, disposition, or otherwise; production and sales in the normal course of business; additional reserve estimates or refinements of the Company’s existing reserve estimates; opening of additional reserves at existing locations; the depletion of reserves at existing locations; and other factors.
The Company evaluates its reserve estimates primarily on a Company-wide, or segment-by-segment basis, and does not believe comparisons of changes in reserve estimates on a state-by-state basis from year to year are particularly meaningful.
The Company’s estimate of reserves shown in the tables below include reserves used in the Company’s cement product line and Magnesia Specialties business.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | % |
| Kentucky | | | 1 | | | | 0 | | | | 24,891 | | | | 0 | | | | 24,595 | | | | 0 | | | | (297 | ) | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |
| Maryland | | | 2 | | | | 121,757 | | | | 0 | | | | 120,524 | | | | 0 | | | | (1,233 | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 100 | % | | | 0 | % |
| 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 | % |
| Nevada | | | 1 | | | | 136,189 | | | | 0 | | | | 135,338 | | | | 0 | | | | (851 | ) | | | 0 | | | | 100 | % | | | 0 | % | | | 0 | % | | | 91 | % | | | 9 | % |
| 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 | % |
An excerpt. Shown here: 40 of 41 rewritten, 40 of 111 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 2. Properties ◆ Part I in the FY2018 filing and the FY2017 filing.
Item 4. MINE SAFETY DISCLOSURES
9 rewritten, 9 added, 5 removed, 19 unchanged
The following sets forth certain information regarding the executive officers of Martin Marietta Materials, Inc. as of February [removed: 9, 2018:][added: 8, 2019:]
| [removed: _Name_] [added: Name] | | [removed: _Age_] [added: Age] | | [removed: _Present Position_] [added: Present Position] | | [removed: _Year] [added: Year] Assumed Present [removed: Position_] [added: Position] | | [removed: _Other] [added: Other] Positions and Other Business Experience Within the Last Five [removed: Years_] [added: Years] |
| C. Howard Nye | | [removed: 55] [added: 56] | | Chairman of the Board; | | 2014 | | |
| [added: James A. J. Nickolas] | | [added: 48] | | [added: Senior Vice President,] Chief Financial Officer | | [added: 2017] | | [added: Head, Corporate Development group,] 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) |
| Roselyn R. Bar | | [removed: 59] [added: 60] | | Executive Vice President; | | 2015 | | Senior Vice President (2005-2015) |
| Daniel L. Grant | | [removed: 63] [added: 64] | | Senior Vice President, | | 2013 | | [removed: Senior Vice President, Strategy &] |
| Dana F. Guzzo | | [removed: 52] [added: 53] | | Senior Vice President; | | 2011 | | Chief Information Officer (2011-2015) |
| Donald A. McCunniff | | [removed: 60] [added: 61] | | Senior Vice President, [added: Human Resources] | | 2011 | | |
[removed: PART II][added: PART II]
| | | | |  | | 2018 FORM 10-K | | 27 |
Part I ◆ Item 4 - Mine Safety Disclosures
| | | | | Strategy & Development | | | | |
| John P. Mohr | | 54 | | Senior Vice President, | | 2017 | | Vice President (2015-2017); |
| | | | | Chief Information Officer | | 2015 | | Vice President, Information Services, Liggett Vector Brands (2007-2015) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 28 | | 2018 FORM 10-K | |  | | | | |
##### [Table of Contents](#toc)
Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ◆ Part II
| --- | --- |
| | | | | | | | | |
| James A. J. Nickolas | | 47 | | Senior Vice President, | | 2017 | | Head, Corporate Development group, |
| | | | | Strategy & Development | | | | Development, Lehigh Hanson, Inc., a producer of construction materials, and a subsidiary of Heidelberg Cement (1995-2013) |
| | | | | Human Resources | | | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
4 rewritten, 6 added, 7 removed, 10 unchanged
[removed: _Market Information, Holders,] [added: Market Information] and [removed: Dividends_][added: Holders]
There were [removed: 912] [added: 878] holders of record of the Company’s Common Stock as of February [removed: 9, 2018.][added: 15, 2019.]
[removed: _Recent] [added: Recent] Sales of Unregistered [removed: Securities_][added: Securities]
[removed: _Issuer] [added: Issuer] Purchases of Equity [removed: Securities_][added: Securities]
| October 1, 2018 – October 31, 2018 | | | 0 | | | $ | — | | | | 0 | | | | 14,364,323 | |
| November 1, 2018 – November 30, 2018 | | | 125,507 | | | $ | 186.92 | | | | 125,507 | | | | 14,238,816 | |
| | | | | | | | | | | | | | | | | |
| December 1, 2018 – December 31, 2018 | | | 91,065 | | | $ | 181.63 | | | | 91,065 | | | | 14,147,751 | |
| | | | | | | | | | | | | | | | | |
| Total | | | 216,572 | | | $ | 184.70 | | | | 216,572 | | | | 14,147,751 | |
| --- | --- |
Information concerning stock prices and dividends paid is included under the caption “Quarterly Performance (Unaudited)” of the 2017 Annual Report, and that information is incorporated herein by reference.
##### [Table of Contents](#toc)
| 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 | |
Item 6. SELECTED FINANCIAL DATA
1 rewritten, 0 added, 1 removed, 0 unchanged
The information required in response to this Item 6 is included under the caption “Five Year Summary” of the [removed: 2017] [added: 2018] Annual [removed: Report,] [added: Report filed as Exhibit 13.01 to this Form 10-K,] and that information is incorporated herein by reference.
| --- | --- |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1 rewritten, 0 added, 1 removed, 0 unchanged
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: 2017] [added: 2018] Annual [removed: Report,] [added: Report filed as Exhibit 13.01 to this Form 10-K,] 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 [removed: Operations—Outlook 2018”] [added: Operations – Outlook 2019”] in the [removed: 2017] [added: 2018] Annual Report is not incorporated herein by reference.
| --- | --- |
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 0 added, 1 removed, 1 unchanged
| --- | --- |
Item 9A. CONTROLS AND PROCEDURES
10 rewritten, 9 added, 1 removed, 14 unchanged
[removed: _Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures_][added: Procedures]
As of December 31, [removed: 2017,] [added: 2018,] 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.
[removed: _Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting_][added: Reporting]
Our management’s report on internal control over financial reporting is included [removed: under Item 8 of this] [added: in the] Annual Report [removed: on] [added: filed as Exhibit 13.01 to this] Form [removed: 10K,] [added: 10-K, under the heading] “Statement of Financial Responsibility and 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: 2017.][added: 2018.]
[removed: _Changes] [added: Changes] in Internal Control over Financial [removed: Reporting_][added: Reporting]
There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2017] [added: 2018] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
[removed: _Limitations] [added: Limitations] on the Effectiveness of [removed: Controls_][added: Controls]
Further, the design of a control system must reflect the fact that there are resource [removed: constraints, and the benefits of controls must be considered relative to their costs.]
[removed: _CEO] [added: CEO] and CFO [removed: Certifications_][added: Certifications]
Management has excluded certain elements of the internal control over financial reporting of Bluegrass Materials Company (Bluegrass) from its assessment of the Company’s internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018.
Subsequent to the acquisition, certain elements of Bluegrass’ internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting.
Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018.
The excluded elements represent controls over accounts of less than 1% of consolidated assets and 4% of consolidated total revenues as of and for the year ended December 31, 2018.
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| 30 | | 2018 FORM 10-K | |  | | | | |
Item 9A - Controls and Procedures ◆Part II
constraints, and the benefits of controls must be considered relative to their costs.
| --- | --- |
Item 9B. OTHER INFORMATION
1 rewritten, 4 added, 1 removed, 2 unchanged
[removed: PART III][added: Part III ◆]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | |  | | 2018 FORM 10-K | | 31 |
PART III
| --- | --- |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 1 removed, 2 unchanged
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: 2017] [added: 2018] (the [removed: “2018] [added: “2019] Proxy Statement”), and that information is hereby incorporated by reference in this Form 10-K.
| --- | --- |
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 1 removed, 0 unchanged
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: 2018] [added: 2019] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.
| --- | --- |
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 1 removed, 0 unchanged
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: 2018] [added: 2019] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.
| --- | --- |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 1 removed, 0 unchanged
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: 2018] [added: 2019] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.
| --- | --- |
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 68 added, 1 removed, 1 unchanged
The information required in response to this Item 14 is included under the caption “Independent Auditors” in the Company’s [removed: 2018] [added: 2019] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.
[removed: PART IV][added: PART IV]
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| 32 | | 2018 FORM 10-K | |  | | | | |
Item 15 - Exhibits and Financial Statement Schedules ◆ Part IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (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 2018 Annual Report and incorporated by reference under Item 8 of this Form 10-K:
Consolidated Statements of Earnings – for years ended December 31, 2018, 2017, and 2016
Consolidated Statements of Comprehensive Earnings – for years ended December 31, 2018, 2017, and 2016
Consolidated Balance Sheets – at December 31, 2018 and 2017
Consolidated Statements of Cash Flows – for years ended December 31, 2018, 2017, and 2016
Consolidated Statements of Total Equity – for years ended December 31, 2018, 2017, and 2016
Notes to Financial Statements
(2) List of financial statement schedules filed as part of this Form 10-K
The following financial statement schedule of Martin Marietta Materials, Inc. and consolidated subsidiaries is included in Item 15(c) of this Form 10-K.
Schedule II – Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes to the financial statements.
The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in the 2018 Annual Report, and that report is hereby incorporated by reference in this Form 10-K.
The report on the financial statement schedule and the consent of the Company’s independent registered public accounting firm are attached as Exhibit 23.01 to this Form 10-K.
(3) Exhibits
The list of Exhibits on the accompanying Index of Exhibits included in Item 15(b) of this Form 10-K is hereby incorporated by reference.
Each management contract or compensatory plan or arrangement required to be filed as an exhibit is indicated by asterisks.
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| | | | |  | | 2018 FORM 10-K | | 33 |
##### [Table of Contents](#toc)
Part IV ◆ Item 15 - Exhibits and Financial Statement Schedules
(b) Index of Exhibits
| | | |
| --- | --- | --- |
| | | |
| Exhibit No. | | |
| | | |
| 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) |
| | | |
| 3.02 | | [– Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on February 22, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718000241/ex3-2.htm) |
| | | |
| 4.01 | | – Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. registration statement on Form S-1, filed on December 8, 1993 (SEC Registration No. 33-72648) (P) |
| | | |
| 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/916076/000119312517056282/d344578dex301.htm) |
| --- | --- |
An excerpt. Shown here: all 2 rewritten, 40 of 68 added and all 1 removed. The counts are complete. For every sentence, read Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES in the FY2018 filing and the FY2017 filing.
Item 15. Exhibits and Financial Statement Schedules ◆ PART IV
57 rewritten, 47 added, 43 removed, 74 unchanged
[removed: Schedule] [added: SCHEDULE] II [removed: - Valuation and Qualifying Accounts][added: – VALUATION AND QUALIFYING ACCOUNTS]
[removed: _Exhibit No._][added: | Exhibit No. | | |]
| [removed: 3.01] [added: 10.12] | | [removed: [—Restated Articles of Incorporation of the Company, as amended] [added: [– Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan] (incorporated by reference to Exhibit [removed: 3.01] [added: 10.05] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2016, filed on February 24, 2017)] [added: 2008)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517056282/d344578dex301.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] |
| [removed: 3.02] [added: 10.10] | | [removed: [—Restated Bylaws] [added: [– Form] of [removed: the Company] [added: Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.01] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: February 22, 2018)] [added: August 19, 2008)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459015004575/mlm-ex301_2015052114.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm)] |
| [removed: 4.02] [added: 10.13] | | [removed: [—Article 5 of the Company’s Restated Articles of Incorporation,] [added: [– Martin Marietta Materials, Inc. Incentive Stock Plan,] as [removed: amended] [added: Amended] (incorporated by reference to Exhibit [removed: 3.01] [added: 10.06] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2016, filed on February 24, 2017)] [added: 2008)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459015004575/mlm-ex301_2015052114.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm)] |
| [removed: 4.03] [added: 10.24] | | [removed: [—Article 1] [added: [– Form] of [added: First Amendment to] the [removed: Company’s] [added: Martin Marietta Materials, Inc. Third Amended and] Restated [removed: Bylaws, as amended] [added: Employment Protection Agreement] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on [removed: February 22,] [added: December 18,] 2018) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312511307065/d254440dex301.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_1.htm)] |
| [removed: 4.06] [added: 10.09] | | [removed: [—Indenture] [added: [– Purchase and Contribution Agreement] dated as of April [removed: 30, 2007] [added: 19, 2013,] between Martin Marietta Materials, [removed: Inc.] [added: Inc., as seller] and [removed: Branch Banking] [added: as servicer,] and [removed: Trust Company, Inc.,] [added: Martin Marietta Funding LLC,] as [removed: trustee] [added: buyer] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.02] to the Martin Marietta Materials, Inc. Current Report on Form [removed: 8-K,] [added: 8-K] filed on April [removed: 30, 2007] [added: 24, 2013)] (Commission File No. [removed: 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm)] |
| [removed: 4.09] [added: 10.03] | | [removed: [—Purchase Agreement] [added: [– Commitment Letter] dated as of June [removed: 23,] [added: 20,] 2014 [added: to the Credit and Security Agreement, dated as of April 19, 2013 (as last amended April 18, 2014),] among Martin Marietta [added: Funding LLC, as borrower, Martin Marietta] Materials, [removed: Inc.] [added: Inc., as servicer,] and [removed: Deutsche Bank Securities Inc.] [added: SunTrust Bank, as lender together with the other lenders from time to time party thereto,] and [removed: J.P. Morgan Securities LLC,] [added: SunTrust Bank,] as [removed: representatives of] [added: administrative agent for] the [removed: several initial purchasers named in Schedule 1 thereto] [added: lenders] (incorporated by reference to Exhibit [removed: 4.1 of] [added: 10.01 to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.] Current Report on Form [removed: 8-K,] [added: 8-K] filed on June [removed: 24,] [added: 25,] 2014) (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] [added: 1- 12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm)] |
| [removed: 4.10] [added: 10.23] | | [removed: [—Indenture,] [added: [– Offer Letter,] dated as of [removed: July 2, 2014,] [added: June 9, 2017, by and] between Martin Marietta Materials, Inc. and [removed: Regions Bank, as trustee] [added: James A. J. Nickolas] (incorporated by reference to Exhibit [removed: 4.1 of] [added: 10.01 to] the [removed: Company’s Current] [added: Martin Marietta Materials, Inc. Quarterly] Report on Form [removed: 8-K, filed on July 2, 2014)] [added: 10-Q for the quarter ended June 30, 2018)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm)] |
| [removed: 4.11] [added: 4.17] | | [removed: [—Form] [added: [– Form] of 4.250% Senior Notes due [removed: 2024] [added: 2047] (included in Exhibit [removed: 4.09)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] [added: 4.14)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |
| [removed: 4.12] [added: 10.25] | | [removed: [—Indenture, dated as] [added: [– Form] of [removed: May 22, 2017, between] [added: Restricted Stock Unit Award Agreement under the] Martin Marietta Materials, Inc. [added: Amended] and [removed: Regions Bank, as trustee] [added: Restated Stock-Based Award Plan] (incorporated by reference to Exhibit [removed: 4.1 of] [added: 10.2 to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.] Current Report on Form 8-K, filed on [removed: May 22, 2017)] [added: December 18, 2018)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_2.htm)] |
| [removed: 4.14] [added: 4.15] | | [removed: [—Form] [added: [– Form] of Floating Rate Senior Notes due [removed: 2020] [added: 2019] (included in Exhibit [removed: 4.13)](http://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] [added: 4.14)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |
| 4.16 | | [removed: [—Form] [added: [– Form] of [removed: Floating Rate] [added: 3.500%] Senior Notes due [removed: 2019] [added: 2027] (included in Exhibit [removed: 4.15)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] [added: 4.14)](http://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.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. 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)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm)] [added: 1- 12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm)] |
| [removed: 10.03] [added: 10.07] | | [removed: [—Commitment Letter dated as of June 20, 2014] [added: [– Ninth Amendment] to [removed: the] Credit and Security Agreement, dated as of April [removed: 19, 2013 (as last amended April 18, 2014),] [added: 17, 2018,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit [removed: 10.01] [added: 10.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on [removed: June 25, 2014)] [added: April 17, 2018)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718000431/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. 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. 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. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm) |
| [removed: 10.07] [added: 10.26] | | [removed: [—Purchase and Contribution Agreement dated as] [added: [– Form] of [removed: April 19, 2013, between] [added: Performance Share Unit Award Agreement under the] Martin Marietta Materials, [removed: Inc., as seller and as servicer,] [added: Inc. Amended] and [removed: Martin Marietta Funding LLC, as buyer] [added: Restated Stock-Based Award Plan] (incorporated by reference to Exhibit [removed: 10.02] [added: 10.3] to the Martin Marietta Materials, Inc. Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: April 24, 2013)] [added: December 18, 2018)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_3.htm)] |
| [removed: 10.08] [added: 10.17] | | [removed: [—Form of] [added: [–] Martin Marietta Materials, Inc. Third Amended and Restated [removed: Employment Protection Agreement] [added: Supplemental Excess Retirement Plan] (incorporated by reference to Exhibit [removed: 10.01] [added: 10] to the Martin Marietta Materials, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed on August 19, 2008)] [added: 10-Q for the quarter ended June 30, 2012)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm)] |
| [removed: 10.09] [added: 10.11] | | [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 [removed: No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1005.htm)] [added: No.1- 12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] |
| [removed: 10.10] [added: 10.18] | | [removed: [—Martin] [added: [– Form of Option Award Agreement under the Martin] Marietta Materials, Inc. Amended and Restated [removed: Executive Incentive] [added: Stock-Based Award] Plan (incorporated by reference to Exhibit [removed: 10.05] [added: 10.11] 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)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm)] |
| [removed: 10.11] [added: 10.19] | | [removed: [—Martin] [added: [– Form of Amendment to the Stock Unit Agreement under the Martin] Marietta Materials, Inc. [removed: Incentive Stock Plan, as] Amended [added: and Restated Stock-Based Award Plan] (incorporated by reference to Exhibit [removed: 10.06] [added: 10.13] 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)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm)] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm)] |
| [removed: 10.12] [added: 10.14] | | [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. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1001_10.htm) |
| [removed: 10.13] [added: 10.15] | | [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. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm) |
| [removed: 10.14] [added: 10.16] | | [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. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt) |
| [removed: 10.15] [added: 10.22] | | [removed: [—Martin] [added: [– Form of Performance-Based Restricted Stock Unit Award Agreement under the Martin] Marietta Materials, Inc. [removed: Third] Amended and Restated [removed: Supplemental Excess Retirement] [added: Stock-Based Award] Plan (incorporated by reference to Exhibit [removed: 10] [added: 10.02] to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2012)] [added: March 31, 2017)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm) | |] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1001_100.htm)] |
| [removed: 10.16] [added: 10.20] | | [removed: [—Form] [added: [– Form] of [removed: Option Award] [added: Restricted Stock Unit] Agreement [added: for Directors] under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit [removed: 10.11] [added: 10.14] to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2008)] [added: 2013)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm) | |] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm)] |
| [removed: 10.17] [added: 10.21] | | [removed: [—Form] [added: [– Form] of [added: Special] Restricted Stock Unit [removed: Award] Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit [removed: 10.01] [added: 10.19] to the Martin Marietta Materials, Inc. [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: March] [added: December] 31, [removed: 2016)] [added: 2014)] (Commission File No. [removed: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000156459016017942/mlm-ex1001_367.htm) | |] [added: 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm)] |
| [removed: 10.18] [added: *10.27] | | [removed: [—Form] [added: [– Form] of [removed: Amendment to the] [added: Directors’ Restricted] Stock Unit [added: Award] Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award [removed: Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm) | |] [added: Plan](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex1027.htm)] |
| *13.01 | | [removed: [—Excerpts] [added: [– Excerpts] from Martin Marietta Materials, Inc. [removed: 2017] [added: 2018] Annual Report to Shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the [removed: 2017] [added: 2018] Annual Report to Shareholders that are not incorporated by reference shall not be deemed to be “filed” as part of this [removed: report.](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex1301.htm) | |] [added: report.](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex1301.htm)] |
| *21.01 | | [removed: [—List] [added: [– List] of subsidiaries of Martin Marietta Materials, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex2101.htm) | |] [added: Inc.](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex2101.htm)] |
| *23.01 | | [removed: [—Consent] [added: [– Consent] of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex2301.htm) | |] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex2301.htm)] |
| *24.01 | | [removed: [—Powers] [added: [– Powers] of Attorney (included in this Form 10-K immediately following [removed: Signatures)](#exindx529448_sig) | |] [added: Signatures)](#poa)] |
| *31.01 | | [removed: [—Certification] [added: [– Certification] dated February [removed: 23, 2018] [added: 25, 2019] of Chief Executive Officer pursuant to Securities and Exchange Act of 1934, rule 13a-14, as adopted pursuant to Section 302 of the [removed: Sarbanes-Oxley] [added: Sarbanes- Oxley] Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex3101.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex3101.htm)] |
| *31.02 | | [removed: [—Certification] [added: [– Certification] dated February [removed: 23, 2018] [added: 25, 2019] of Chief Financial Officer pursuant to Securities and Exchange Act of 1934, rule 13a-14, as adopted pursuant to Section 302 of the [removed: Sarbanes-Oxley] [added: Sarbanes- Oxley] Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex3102.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex3102.htm)] |
| *32.01 | | [removed: [—Certification] [added: [– Certification] dated February [removed: 23, 2018] [added: 25, 2019] of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex3201.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex3201.htm)] |
| *32.02 | | [removed: [—Certification] [added: [– Certification] dated February [removed: 23, 2018] [added: 25, 2019] of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex3202.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex3202.htm)] |
| *95 | | [removed: [—Mine] [added: [– Mine] Safety Disclosure [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex95.htm)] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex95.htm)] |
| 10.08 | | [– Tenth Amendment to Credit and Security Agreement, dated as of September 28, 2018, 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 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 25, 2018) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm) |
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| | | | |  | | 2018 FORM 10-K | | 35 |
Part IV ◆ Item 15 - Exhibits and Financial Statement Schedules
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| 36 | | 2018 FORM 10-K | |  | | | | |
Item 15 - Exhibits and Financial Statement Schedules ◆ PART IV
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| | | | |  | | 2018 FORM 10-K | | 37 |
Part IV ◆ Item 15 - Exhibits and Financial Statement Schedules
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| Inventory valuation allowance | | | 143,961 | | | | 36,878 | | | | 5,158 | (b) | | | 26,827 | (c) | | | 159,170 | |
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(a) (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 2017 Annual Report and incorporated by reference under Item 8 of this Form 10-K:
Consolidated Statements of Earnings—
for years ended December 31, 2017, 2016, and 2015
Consolidated Statements of Comprehensive Earnings—
Consolidated Balance Sheets—
at December 31, 2017 and 2016
Consolidated Statements of Cash Flows—
Consolidated Statements of Total Equity—
Notes to Financial Statements
| (2) | List of financial statement schedules filed as part of this Form 10-K |
The following financial statement schedule of Martin Marietta Materials, Inc. and consolidated subsidiaries is included in Item 15(c) of this Form 10-K.
All other schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes to the financial statements.
The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in the 2017 Annual Report, and that report is hereby incorporated by reference in this Form 10-K.
The report on the financial statement schedule and the consent of the Company’s independent registered public accounting firm are attached as Exhibit 23.01 to this Form 10-K.
| (3) | Exhibits |
##### [Table of Contents](#toc)
The list of Exhibits on the accompanying Index of Exhibits included in Item 15(b) of this Form 10-K is hereby incorporated by reference.
Each management contract or compensatory plan or arrangement required to be filed as an exhibit is indicated by asterisks.
(b) Index of Exhibits
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| 4.01 | | —Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. registration statement on Form S-1, filed on December 8, 1993 (SEC Registration No. 33-72648) (P) |
| 4.04 | | [—Indenture dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082))](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)) (P) |
| 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 as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, pursuant to which were issued $250,000,000 aggregate principal amount of 6 1⁄4% Senior Notes due 2037 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.3 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w3.htm) |
| 4.08 | | [—Third Supplemental Indenture, dated as of April 21, 2008, between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, to that certain Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, pursuant to which were issued $300,000,000 aggregate principal amount of 6.60% Senior Notes due 2018 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 21, 2008 (Commission File No. 1-12744))](http://www.sec.gov/Archives/edgar/data/916076/000095014408002962/g12890exv4w1.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) |
| 4.15 | | [—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) |
| 4.17 | | [—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) |
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| 10.19 | | [—Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm) | | |
| 10.20 | | [—Form of Special Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.19 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. 1-12744)](http://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm) | | |
| 10.21 | | [—Form of Performance Share Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.01 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-ex1001_100.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) | | |
| *12.01 | | [—Computation of ratio of earnings to fixed charges for the year ended December 31, 2017](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex1201.htm) | | |
| *23.02 | | [—Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000119312518055887/d529448dex2302.htm) | | |
An excerpt. Shown here: 40 of 57 rewritten, 40 of 47 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules ◆ PART IV in the FY2018 filing and the FY2017 filing.
Item 16. FORM 10-K SUMMARY
15 rewritten, 16 added, 2 removed, 28 unchanged
[removed: SIGNATURES][added: ◆ Signatures]
| | | [added: | |] Roselyn R. Bar | [removed: | |]
Dated: February [removed: 23, 2018][added: 25, 2019]
[removed: POWER] [added: POWER] OF [removed: ATTORNEY][added: ATTORNEY]
| [removed: _Signature_] [added: Signature] | | [removed: _Title_] [added: Title] | | [removed: _Date_] [added: Date] |
| /s/ C. Howard Nye C. Howard Nye | | Chairman of the Board, President and Chief Executive Officer | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ James A. J. Nickolas James A. J. Nickolas | | Senior Vice President and Chief Financial Officer | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Dana F. Guzzo Dana F. Guzzo | | Senior Vice President, Chief Accounting Officer and Controller | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Sue W. Cole Sue W. Cole | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ John J. Koraleski John J. Koraleski | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Laree E. Perez Laree E. Perez | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Michael J. Quillen Michael J. Quillen | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Dennis L. Rediker Dennis L. Rediker | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Donald W. Slager Donald W. Slager | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
| /s/ Stephen P. Zelnak, Jr. Stephen P. Zelnak, Jr. | | Director | | February [removed: 23, 2018] [added: 25, 2019] |
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| 38 | | 2018 FORM 10-K | |  | | | | |
SIGNATURES
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| | | | |  | | 2018 FORM 10-K | | 39 |
Signatures ◆
| /s/ Dorothy M. Ables Dorothy M. Ables | | Director | | February 25, 2019 |
| /s/ Smith W. Davis Smith W. Davis | | Director | | February 25, 2019 |
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| 40 | | 2018 FORM 10-K | |  | | | | |
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| /s/ David G. Maffucci David G. Maffucci | | Director | | February 23, 2018 |