MLM 10-K Annual Report Dec. 31, 2017 | Alphaminr
MARTIN MARIETTA MATERIALS INC
ALPHAMINR

MLM 10-K Fiscal year ended Dec. 31, 2017

Balance Sheet
Cash Flow
Income Statement
MARTIN MARIETTA MATERIALS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 Form10-Kfor the fiscal year ended December31, 2016, filed on February24, 2017) (Commission FileNo.1-12744) 3.02 Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Martin Marietta Materials, Inc. Current Report on Form8-K,filed on February 22, 2018) (Commission FileNo.1-12744) 4.02 Article 5 of the Companys Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.01 to the Martin Marietta Materials, Inc. Annual Report on Form10-Kfor the fiscal year ended December31, 2016, filed on February24, 2017) (Commission FileNo.1-12744) 4.03 Article 1 of the Companys Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Martin Marietta Materials, Inc. Current Report on Form8-K,filed on February 22, 2018) (Commission FileNo.1-12744) 4.06 Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form8-K,filed on April30, 2007 (Commission FileNo.1-12744)) 4.07 Second Supplemental Indenture, dated as of April 30, 2007, between Martin Marietta Materials, Inc. and Branch Banking and Trust Company, Inc., as trustee, to that certain Indenture dated 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 614% 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 Form8-K,filed on April30, 2007 (Commission FileNo.1-12744)) 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 Form8-K,filed on April21, 2008 (Commission FileNo.1-12744)) 4.09 Purchase Agreement dated as of June 23, 2014 among Martin Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form8-K,filed on June24, 2014) (Commission FileNo.1-12744) 4.10 Indenture, dated as of July 2, 2014, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit4.1 of the Companys Current Report on Form8-K,filed on July 2, 2014) (Commission FileNo.1-12744) 4.11 Form of 4.250% Senior Notes due 2024 (included in Exhibit 4.09) 4.12 Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit4.1 of the Companys Current Report on Form8-K,filed on May 22, 2017) (Commission FileNo.1-12744) 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 May22, 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 Form8-K,filed on May 22, 2017 (Commission FileNo.1-12744)) 4.14 Form of Floating Rate Senior Notes due 2020 (included in Exhibit 4.13) 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 December20, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2019, $500million 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 Form8-K,filed on December 20, 2017 (Commission FileNo.1-12744)) 4.16 Form of Floating Rate Senior Notes due 2019 (included in Exhibit 4.15) 4.17 Form of 3.500% Senior Notes due 2027 (included in Exhibit 4.15) 4.18 Form of 4.250% Senior Notes due 2047 (included in Exhibit 4.15) 10.01 $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., asCo-SyndicationAgents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form8-Kfiled on December7, 2016) (Commission FileNo.1-12744) 10.02 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 Form8-Kfiled on April24, 2013) (Commission FileNo.1-12744) 10.03 Commitment Letter dated as of June20, 2014 to the Credit and Security Agreement, dated as of April 19, 2013 (as last amended April 18, 2014), among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form8-Kfiled on June25, 2014) (Commission FileNo.1-12744) 10.04 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 Form8-Kfiled on April24, 2014) (Commission FileNo.1-12744) 10.05 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 Form8-Kfiled on October3, 2014) (Commission FileNo.1-12744) 10.06 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 Form8-Kfiled on September30, 2016) (Commission FileNo.1-12744) 10.07 Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form8-Kfiled on April24, 2013) (Commission FileNo.1-12744) 10.08 Form of Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form8-K,filed on August19, 2008) (Commission FileNo.1-12744)** 10.09 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 Form10-Kfor the fiscal year ended December31, 2013) (Commission FileNo.1-12744)** 10.10 Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form10-Kfor the fiscal year ended December31, 2008) (Commission FileNo.1-12744)** 10.11 Martin Marietta Materials, Inc. Incentive Stock Plan, as Amended (incorporated by reference to Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form10-Kfor the fiscal year ended December31, 2008) (Commission FileNo.1-12744)** 10.12 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 Form10-Qfor the quarter ended June30, 2016) (Commission FileNo.1-12744)** 10.13 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 Form10-Qfor the quarter ended June30, 2016) (Commission FileNo.1-12744)** 10.15 Martin Marietta Materials, Inc. Third Amended and Restated Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10 to the Martin Marietta Materials, Inc. Quarterly Report on Form10-Qfor the quarter ended June30, 2012) (Commission FileNo.1-12744)** 10.16 Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.11 to the Martin Marietta Materials, Inc. Annual Report on Form10-Kfor the fiscal year ended December31, 2008) (Commission FileNo.1-12744)** 10.17 Form of Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form10-Qfor the quarter ended March31, 2016) (Commission FileNo.1-12744)** 10.18 Form of Amendment to the Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form10-Kfor the fiscal year ended December31, 2008) (Commission FileNo.1-12744)** 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 Form10-Kfor the fiscal year ended December31, 2013) (Commission FileNo.1-12744)** 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 Form10-Kfor the fiscal year ended December31, 2014) (Commission FileNo.1-12744)** 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 Form10-Qfor the quarter ended March31, 2017) (Commission FileNo.1-12744)** 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 Form10-Qfor the quarter ended March31, 2017) (Commission FileNo.1-12744)** 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 Form10-Qfor the quarter ended June30, 2017) (Commission FileNo.1-12744)** *12.01 Computation of ratio of earnings to fixed charges for the year ended December 31, 2017 *13.01 Excerpts from Martin Marietta Materials, Inc. 2017 Annual Report to Shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2017 Annual Report to Shareholders that are not incorporated by reference shall not be deemed to be filed as part of this report. *21.01 List of subsidiaries of Martin Marietta Materials, Inc. *23.01 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries *23.02 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries *31.01 Certification dated February 23, 2018 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934, rule13a-14,as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 *31.02 Certification dated February 23, 2018 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934, rule13a-14,as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 *32.01 Certification dated February23, 2018 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 *32.02 Certification dated February23, 2018 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 *95 Mine Safety Disclosure Exhibit